PROSPECTUS
Dated May 14, 2022

Please read Section 32 of the Companies Act, 2013
100% Book Built Offer

 

DELHIVErY

DELHIVERY LIMITED
CORPORATE IDENTITY NUMBER: U63090DL2011PLC221234
,ORPORATE

(Please scan this QR Code to view the Prospectus)

 

REGISTERED OFFICE | BU Bs O ioe IB WEBSITE

OFFICE
N24-N34, $24-S34, Air Cargo Logistics

a Plot 5, Sector 44 Sunil Kumar Bansal Tel: +91 124 6225602
Centre-II, Opposite Gate 6 Cargo e a ri
‘Terminal, Indira Gandhi Intemational | Cumgtam 122002 | Company Secretary and E-mail: www.delhivery.com
Airport, New Delhi 110037 Delhi, India | _Hatyana, India Compliance Officer corporateaffairs@delhivery.com

 

 

 

 

 

 

 

Type Fresh Issue size cues ooo ae Eligibility and share reservation among QIBs, NIIs and RIIs
Fresh Issue and | Fresh issue of | Offer for sale of | 252,350.00 | The Offer was made pursuant to Regulation 6(2) of the Securities and
Offer forSale | 82,152,503" Equity | 25,364,585* million | Exchange Board of India (Issue of Capital and Disclosure Requirements)
Shares’ aggregating to | Equity’ Shares Regulations, 2018, as amended (“SEBI ICDR Regulations”), For details
240,000.00 million aggregating to of share reservation among QIBs, Non-Institutional Investors and RIBs,
gaa 212,350.00 million see “Offer Structure” on page 588.

 

Subject to finalization of the Basis of Allotment

 

DETAILS OF THE OFFER FOR SALE

 

 

 

 

 

 

 

 

 

 

Name of Selling ayes Number of shares offered/ amount Se eae
Shareholder in million) Senin
CA Swift Investments Investor Selling Shareholder _ |9,324,309" Equity Shares aggregating to 84,540 million 139.88
Deli CMF Pte. Ltd. Investor Selling Shareholder __|4,107,626" Equity Shares aggregating to ¥2,000 million 142.91
SVF Doorbell (Cayman) Ltd [Investor Selling Shareholder _ 7,496,416" Equity Shares aggregating to 83,650 million 196.19
‘Times Internet Limited [Investor Selling Shareholder __[3,388,791" Equity Shares ageregating to 1,650 million 3.50
Kapil Bharati Individual Selling Shareholder |102,690* Equity Shares aggregating to 250 million 35.18
[Mohit Tandon Individual Selling Shareholder |821,525" Equity Shares aggregating to 2400 million 0.10
Suraj Saharan Individual Selling Shareholder |123,228" Equity Shares aggregating to 260 million 0.10

 

*Calculated per Equity Share on a fully diluted basis; *Subject to finalization of Basis of Allotment

Pit R) SBT UO ROME eee o oe
The face value of the Equity Shares is 21 each. The Floor Price and Cap Price determined by our Company and the Selling Shareholders, in consultation with
the BRLMs and Offer Price determined by our Company, in consultation with the BRLMs, 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” on page 172 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,

Rep SIN oS ae Vem een
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. S i ited to “Risk Factors” on page

     

 

 

      
 

       

‘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 comect 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.
Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements specifically made by such Selling
Shareholder in this Prospectus to the extent of information specifically pertaining to itself and the respective portion of its Offered Shares in the Offer for Sale
and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. However, no Selling
Shareholder assumes any responsibility for any other statements, including without limitation, any and all statements made by or relating to our Company 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 and NSE. For
the purposes of the Offer, NSE is the Designated Stock Exchange.
DETAILS OF BOOK RUNNING LEAD MANAGERS

 

Book Running Lead Manager Contact Person Telephone and E-mail
kotakc : ca 7 Tel.: +91 22 4336 0000
@ Kotak’ {Kotak Mahindra Capital Company Limited Ganesh Rane Sani Hema NST PCO

 

Tel: +91 22 6118 1000
E-mail: delhivery_ipo@morganstanley.com
Tel: +91 22 6632 8000

Morgan Stanley |Morgan stanley India Company Private Limited Malavika Nambiar

 

 

 

 

 

> F * 4 a
BofA SECURITIES “/ |BofA Securities India Limited Sweta Birdika Bain: dgidelhivery ipo @botalcan
=. - Ds - - Tel: +91 22 6175 9999
citi Citigroup Global Markets India Private Limited Keshav Tawari E-mail: delhivery.ipo@citi.com
Dae eA CeCe ME ROTI O
Name of Registrar Contact Person Telephone and E-mail
Link Intime India Private Limited Shanti Gopalkrishnan Tel: +91 22 4918 6200 ; E-mail: delhivery.ipo@linkintime.co.in

 

 

 

BID/OFFER PERIOD

Anchor Investor Bid/Offer Period May 10, 2022 Bid/Offer Opened On | May 11, 2022 Bid/Offer Closed On_| May 13, 2022**
** UPI mandate end time and date is 12:00 p.m. on May 17, 2022.

 

 

 
PROSPECTUS
Dated May 14, 2022

Please read Section 32 ofthe Companies Act, 2013
10036 Book Built Offer

DELHIVETY

DELHIVERY LIMITED

Our Company was incorporated as “SSN Logistics Private Limited” a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, National Capital
Territory of Delhi and Haryana, at New Delhi ("RoC") on June 22, 2011. Subsequently, the name of our Company was changed to “Delhivery Private Limited”, pursuant toa fresh certificate of incorporation issued by the RoC on
December 8, 2015. On the conversion of our Company to a public limited company, pursuant to a resolution passed by our Shareholders on September 29, 2021, the name of our Company was changed to “Delhivery Limited” and,
a fresh certificate of incorporation dated October 12, 2021 was issued by the RoC. For details of the change in registered office of our Company, see “History and Certain Corporate Matters” on page 246.
Corporate Identity Number: U63090D1.2011PLC221234
Registered Office: N24-N34, S24-S34, Air Cargo Logistics Centre-II, Opposite Gate 6 Cargo Terminal, Indira Gandhi International Airport, New Delhi 110037 Delhi, India
Corporate Office: Plot 5, Sector 44, Gurugram 122002 Haryana, India
Contact Person: Sunil Kumar Bansal, Company Secretary and Compliance Officer; Tel: +91 124 6225602
ail: corporateaffairs@delhivery.com: Website: www.delhivery.com
CEST OCS SSN SANE PEE ONO
INITIAL PUBLIC OFFERING OF 107,517,088" EQUITY SHARES OF FACE VALUE OF &1 EACH (“EQUITY SHARES”) OF DELHIVERY LIMITED (*COMPANY” OR “ISSUER) FOR CASH AT A PRICE
OF 2487 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF 2486 PER EQUITY SHARE) (THE “OFFER PRICE”) AGGREGATING TO 352,350 MILLION (THE “OFFER”) COMPRISING
FRESH ISSUE OF 82,152,503" EQUITY SHARES AGGREGATING TO 240,000 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 25,364,585" EQUITY SHARES AGGREGATING TO 212,350
MILLION (THE “OFFER FOR SALE”), COMPRISING AN OFFER FOR SALE OF 4,107,626" EQUITY SHARES AGGREGATING TO &2,000 MILLION BY DELI CMF PTE. LTD., 9,324,309" EQUITY
SHARES AGGREGATING TO 84,540 MILLION BY CA SWIFT INVESTMENTS, 7,496,416" EQUITY SHARES AGGREGATING TO 23,650 MILLION BY SVE DOORBELL (CAYMAN) LTD, 3,388,791"
EQUITY SHARES AGGREGATING TO 21,650 MILLION BY TIMES INTERNET LIMITED (COLLECTIVELY, THE “INVESTOR SELLING SHAREHOLDERS”), 102,690" EQUITY SHARES
AGGREGATING TO 350 MILLION BY KAPIL BHARATI, 821,525" EQUITY SHARES AG¢ ‘TO 2400 MILLION BY MOHIT TANDON AND 123,228* EQUITY SHARES AGGREGATING TO
260 MILLION BY SURAJ SAHARAN (COLLECTIVELY, THE “INDIVIDUAL SELLING SHAREHOLDERS") (THE INVESTOR SELLING SHAREHOLDERS AND THE INDIVIDUAL SELLING
SHAREHOLDERS, COLLECTIVELY, THE “SELLING SHAREHOLDERS”, AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE “OFFERED SHARES
INCLUDES A RESERVATION OF 432,900" EQUITY SHARES AGGREGATING TO 2200 MILLION (CONSTITUTING 0.06% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR
COMPANY) FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION"). OUR COMPANY, IN CONSULTATION WITH THE BRLMS, OFFERED A DISCOUNT
OF %5 PER EQUITY SHARE TO ELIGIBLE EMPLOYEE(S) BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT). THE OFFER LESS THE EMPLOYEE
RESERVATION PORTION IS HEREINARTER REFERRED TO AS THE *NET OFFERY, THE OFFER AND THE NET OFFER SHALL CONSTITUTE 14.84% AND 14.78%, RESPECTIVELY, OF THE POST-
OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

   

 

   

   

    

   

        

 

"*Subject to finalization of the Basis of Allotment.

 

‘The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR") read with Regulation 31 of the SEBI ICDR Regulations. This Offer was made
through the Book Building Process and in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein at least 75% of the Net Offer was made available for allocation on a proportionate basis to
Qualified Institutional Buyers (“QIBs”, the “QIB Portion”). Our Company, in consultation with the BRLMS, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (the “Anchor
Investor Portion”), out 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 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 were added to the 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 Net 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 having been received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is
Jess than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion shall be added to the remaining QIB Portion for proportionate allocation to QUBs. If at least 75% of
the Net Offer cannot be Allotted to QIBs, then the entire application money shall be refunded forthwith. Further, not more than 15% of the Net Offer was made available for allocation to Non-Institutional Bidders,
of which (a) one-third portion was reserved for applicants with application size of more than 200,000 and up to 21,000,000; and (b) two-thirds portion was reserved for applicants with application size of more
than 21,000,000, provided that the unsubscribed portion in either of such sub-categories were allocated to applicants in the other sub-category of Non-Institutional Bidders, subject to valid Bids being received at
or above the Offer Price and not more than 10% of the Net Offer was made available for allocation to Retail Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the Offer Price. All Bidders, other than Anchor Investors, were required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process, providing details of
their respective bank accounts (including UPI 1D (defined hereinafter) in case of UPI Bidders (defined hereinafter)) in which the Bid Amount was blocked by the SCSBs, to participate in the Offer. Anchor
Investors were not permitted to participate in the Offer through the ASBA process. Further, Equity Shares were allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation
Portion, subject to valid Bids received from them at or above the Offer Price. For details, see “Offer Procedure” on page 592.
This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is 21 each. The Floor Price and Cap Price determined by our
Company and the Selling Shareholders, in consultation with the BRLMs and Offer Price determined by our Company, in consultation with the BRLMSs, 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” on page 172 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.
ERI

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” on page 34.

ISSUER'S AND THE 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
hheld 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.
Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements specifically made by such Selling Shareholder in this Prospectus to the extent of
information specifically pertaining to itself and the respective portion of its Offered Shares in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and not
misleading in any material respect. However, no Selling Shareholder assumes any responsibility for any other statements, including without limitation, any and all statements made by or relating to our Company
or any other Selling Shareholders or any other person(s) in this Prospectus.

 

 

 

SiN
‘The Equity Shares offered 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 letters dated November 22, 2021 and December 9, 2021, respectively. For the purposes of the Offer, NSE is the Designated Stock Exchange. A signed copy of the Red
Herring Prospectus has been, and this Prospectus shall be, delivered to the RoC. in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and material documents that
‘were made available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date, sce “Material Contracts and Documents for Inspection” on paze 623,

Eee UNA ON [eu en ee

 

 

   

kotak’ Morgan Stanley BofA SECURITIES citi LINKiIntime

Investment Banking

 

 

 

 

     

 

   

Kotak Mahindra Capital Company | Morgan Stanley India Company Private | BofA Securities India Limited oup Global Markets India Private Link Tatime India Private Limited
Limited Limited Ground Floor, "A" Wing, One BKC | Limited C 101, 247 Park, L.BS. Marg

1 Floor, 27 BKC, Plot No. C - 27 18" Floor, Tower 2, One World Centre | “G" Block Bandra Kurla Complex. 1202, 12" Floor, First International Financial _| Vikhroli (West)

G’ Block, Bandra Kurla Complex, Bandra | Plot 841, Jupiter Testile Mill Compound | Bandra (East), Mumbai 400051 Centre, G-Block, C54 & 55, Banda Kurla Mumbai 400083

(East), Mumbai 400051 Senapati Bapat Marg, Lower Parel Maharashtra, india Complex, Bandra (Eas), Mumbai 400098 Maharashtra, India

Maharashtra, India Mumbai 400013 Maharashra, India Tek: +91 22 6632.8000 Maharashura, India Tel: +91 22.4918 6200

Tel: +91 22.4336 0000 ‘Tel: +91 22.6118 1000 E-mail: dgdelhivery ipo@bofa.com | Tel: +91 22 6175 9999 E-mail: delhivery.ipo@linkintime.co.in
E-mail: delhivery.po@kotak com E-mail ‘Website: wwww.ml-india.com E-mail: delivery jpo@citicom Website: wwwlinkintime.co.in
‘Website: www.investmentbank kotak.com | delhivery_ipo@morganstanley.com Investor Grievance E-mail: Website: Investor grievance E-mail:

Investor Grievance E-m: Website: www.morganstanley.com dg.india_merchantbanking@bota.com | www.online.citibank.co.iwthtm/ctigroupglobalsc | delhivery.ipo@linkiatime.co.in
Imccredressal@kotak com Investor Grievance E-mail: Contact Person: Sweta Birdika ren him Contact Person: Shanti Gopalkrishnan
Contact Person: Ganesh Rane investors india@morganstanley.com _| SEB Registration No.: Investor Grievance E-mai SEBI Registration No.: INR000004058
SEBI Registration No.: INM000008704 | Contact Person: Malavika Nambiar_ | 1NM000011625, investors.cgmib@citi.com

 

esha Tawari
NMO000010718

SEBI Registration No.: INM000011203 Contact Persoi
SEBI Registration N

 

 

BID/ OFFER OPENED ON MAY 11, 2022
BID/ OFFER CLOSED ON MAY 13, 20025"

 

 

 

 

 

* The Anchor Investor Bid/ Offer Period was one Working Day prior to the Bid/ Offer Opening Date, ie. May 10, 2022,
** UPI mandate end time and date is 12:00 p.m. on May 17, 2022.
(This page is intentionally left blank)
TABLE OF CONTENTS

SECTION I: GENERAL .....

DEFINITIONS AND ABBREVIATIONG.....
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .
FORWARD-LOOKING STATEMENTS
SUMMARY OF THIS PROSPECTUS...

 

 

 
 
 

SECTION II: RISK FACTORS..

 

SECTION III: INTRODUCTION

 

THE OFFER...
SUMMARY OF FINANCIAL STATEMENTS
GENERAL INFORMATION.
CAPITAL STRUCTURE
OBJECTS OF THE OFFER
BASIS FOR OFFER PRICE...
STATEMENT OF SPECIAL TAX BENEFITS

SECTION IV: ABOUT OUR COMPANY .....

 

 
 
 
  
 
 

 

INDUSTRY OVERVIEW.
OUR BUSINESS...
KEY INDUSTRY REGULATIONS AND POLICIES ...
HISTORY AND CERTAIN CORPORATE MATTERS.
OUR MANAGEMENT...
OUR PRINCIPAL SHAREHOLDERS
GROUP COMPANY.
DIVIDEND POLICY

SECTION V: FINANCIAL INFORMATION...

 
 
 
 
  
 
 
  
 
 
 
 
 
 

RESTATED FINANCIAL STATEMENTS...
PROFORMA FINANCIAL STATEMENTS...

OTHER FINANCIAL INFORMATION...
FINANCIAL INDEBTEDNESS...
CAPITALISATION STATEMENT.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

SECTION VI: LEGAL AND OTHER INFORMATION.....

 

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS.
GOVERNMENT AND OTHER APPROVALS .......
OTHER REGULATORY AND STATUTORY DISCLOSURES

SECTION VII: OFFER INFORMATION.....

 
  
 
 
 
 
 
  
  
 
 
 

TERMS OF THE OFFER...
OFFER STRUCTURE
OFFER PROCEDURE
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
SECTION IX: OTHER INFORMATION .

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
DECLARATION ..
ANNEXURE A - US RESALE LETTER
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning as provided below. References to any legislations, acts, regulations, rules,
guidelines or policies shall be to such legislations, acts, regulations, rules, guidelines or policies as amended,
supplemented or re-enacted from time to time, and any reference to a statutory provision shall include any
subordinate legislation framed from time to time under that provision.

Unless the context otherwise indicates, all references to “the Company”, and “our Company ”, are references to
Delhivery Limited, a public limited company incorporated in India under the Companies Act 1956 with its
registered office at N24-N34, S24-S34, Air Cargo Logistics Centre-II, Opposite Gate 6 Cargo Terminal, Indira
Gandhi International Airport, New Delhi 110037 Delhi, India and corporate office at Plot 5, Sector 44, Gurugram
122002 Haryana, India. Furthermore, unless the context otherwise indicates, all references to the terms “we”,
“us” and “our” are to our Company and our Subsidiaries (as defined below) on a consolidated basis.

The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the
same meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, 2013, the SCRA, the
Depositories Act and the rules and regulations framed thereunder. Notwithstanding the foregoing, the terms used
in “Industry Overview”, “Key Industry Regulations and Policies”, “Statement of Special Tax Benefits”,

“Restated Financial Statements’

 

 

“Proforma Financial Statements”, “Outstanding Litigation and Material

Developments”, “Offer Procedure” and “Main Provisions of Articles of Association” on pages 197, 242, 186,
278, 359, 550, 592 and 613, respectively, shall have the meaning ascribed to them in the relevant section.

Company Related Terms

 

Term

Description

 

‘Amendment Agreement

AoA/ Articles of Association
/ Articles
Associate

Audit Committee
Board / Board of Directors

Chairman

Chief Business Officer

Chief Executive Officer/
CEO

Chief Financial Officer/
CFO

Chief Technology Officer
Company Secretary and
Compliance Officer
Corporate Office

CSR Committee

Director(s)

ESOP I- 2012
ESOP Il — 2020
ESOP III — 2020
ESOP IV — 2021
ESOP Schemes
Equity Shares
Executive Director
Falcon

Amendment Agreement dated October 26, 2021, to the Shareholders’ Agreement dated
August 9, 2021, entered into by and amongst our Company, SVF Doorbell (Cayman) Ltd, CA
Swift Investments, Internet Fund III Pte. Ltd., Nexus Ventures III, Ltd., Nexus Opportunity
Fund Ltd., Times Internet Limited, Canada Pension Plan Investment Board, FedEx Express
Transportation and Supply Chain Services (India) Private Limited, Sahil Barua, Suraj Saharan,
Kapil Bharati, Bhavesh Kishor Manglani, Mohit Tandon, Abhishek Goyal, Ajith Pai
Mangalore, Dinesh Advani, Sandeep Kumar Barasia, Sushant Kashyap and Vikas Kapoor
The articles of association of our Company, as amended

Leucon Technology Private Limited, which is not consolidated by us as at and for the nine
months period ended December 31, 2021 and as at and for the fiscals ended March 31, 2021,
March 31, 2020 and March 31, 2019

The audit committee of our Board, as described in “Our Management” on page 258

The board of directors of our Company, or a duly constituted committee thereof

Chairman of the board of directors of our Company

Sandeep Kumar Barasia, the chief business officer of our Company

Sahil Barua, the chief executive officer of our Company

Amit Agarwal, the chief financial officer of our Company

Kapil Bharati, the chief technology officer of our Company
Sunil Kumar Bansal, the company secretary and compliance officer of our Company

The corporate office of our Company situated at Plot 5, Sector 44, Gurugram 122002
Haryana, India

The corporate social responsibility committee of our Board, as described in “Our
Management” on page 258

The director(s) on our Board of Directors

Delhivery Employees Stock Option Plan, 2012

Delhivery Employees Stock Option Plan - II, 2020

Delhivery Employees Stock Option Plan - III, 2020

Delhivery Employees Stock Option Plan - IV, 2021

ESOP I — 2012, ESOP II — 2020, ESOP III — 2020 and ESOP IV — 2021, collectively

The equity shares of our Company bearing face value of 1 each

‘An executive director of our Company

Falcon Autotech Private Limited

 
 

Term,

Description

 

FedEx

FedEx Asset Purchase
Agreement

Group

Group Company

Independent Directors
IPO Committee

Key Managerial
Personnel/KMP

Managing Director
Material Subsidiary
Materiality Policy

MoA/Memorandum

of Association
Nomination and
Remuneration Committee
Non-executive Directors
Nominee Directors
Preference Shares

Proforma Financial
Statements

RedSeer

RedSeer Report

Registered Office

Registrar of Companies /
RoC

Restated Consolidated
Summary Statements/
Restated Financial
Statements

FedEx Express Transportation and Supply Chain Services (India) Private Limited

Asset purchase agreement dated July 15, 2021 executed among our Company, FedEx and TNT
India Private Limited

Our Company and its Subsidiaries

Leucon Technology Private Limited, our group company identified in accordance with
SEBI ICDR Regulations, whereunder the term ‘group company’ includes companies (other
than our Subsidiaries) with which there were related party transactions in accordance with
Ind AS 24 as disclosed in the Restated Financial Statements as covered under the applicable
accounting standards and any other companies as considered material by our Board, in
accordance with our Materiality Policy, and as identified in “Group Company” on page 276
Non-executive independent directors of our Company

The IPO committee of our Board constituted to facilitate the process of the Offer

Key managerial personnel of our Company identified in terms of Regulation 2(1)(bb) of the
SEBI ICDR Regulations, and as disclosed in “Our Management” on page 258

Sahil Barua, the managing director of our Company

Spoton Logistics Private Limited

The policy adopted by our Board in its meeting dated October 13, 2021 (as updated by a
resolution passed by our Board on March 25, 2022) for identification of group companies,
material outstanding litigation and outstanding dues to material creditors, in accordance with
the disclosure requirements under the SEBI ICDR Regulations

The memorandum of association of our Company, as amended

The nomination and remuneration committee of our Board, as described in “Our
Management” on page 258

Non-executive directors of our Company

Non-executive nominee directors of our Company

Collectively, Series A Preference Shares, Series B Preference Shares, Series C Preference
Shares, Series D Preference Shares, Series D1 Preference Shares, Series E Preference Shares,
Series F Preference Shares, Series G Preference Shares, Series H Preference Shares and Series
1 Preference Shares

Proforma consolidated balance sheet as at March 31, 2021 and the proforma consolidated
statement of profit and loss for the year ended March 31, 2021 and the nine months period
ended December 31, 2021, read with the notes to the consolidated proforma financial
information. The proforma consolidated balance sheet has been compiled by our Company to
illustrate the impact of the acquisition of Spoton Logistics Private Limited on our historical
restated consolidated summary statement as of March 31, 2021 as if the acquisition happened
on March 31, 2021 and to illustrate the impact of the acquisition of Spoton on our financial
position for the year ended March 31, 2021 and for the nine months period ended December
31, 2021, as if the acquisition occurred on April 1, 2020 and April 1, 2021, respectively.
RedSeer Management Consulting Private Limited, appointed by our Company pursuant to
engagement letter dated June 8, 2021

Report titled “Logistics Market in India” dated April 21, 2022 prepared by RedSeer,
commissioned and paid for by our Company and prepared exclusively in connection with the
Offer

The registered office of our company situated at N24-N34, $24-S34, Air Cargo Logistics
Centre-II, Opposite Gate 6 Cargo Terminal, Indira Gandhi International Airport, New Delhi
110037 Delhi, India

Registrar of Companies, National Capital Territory of Delhi and Haryana, at New Delhi, India.
For further information, see “General Information” on page 105

Our restated consolidated summary statements of assets and liabilities as at December 31,
2021, December 31, 2020, March 31, 2021, March 31, 2020 and March 31, 2019 and the
restated consolidated summary statements of profits and losses (including other
comprehensive income), restated consolidated summary statement of changes in equity and
the restated consolidated summary statement of cash flows, the summary statement of
significant accounting policies and other explanatory information for the nine months period
ended December 31, 2021 and December 31, 2020 and for the Fiscals ended March 31,
2021, March 31, 2020 and March 31, 2019, of our Company and its Subsidiaries, each
derived from our audited interim consolidated Ind AS financial statements as at nine months
period ended December 31, 2021 and December 31, 2020 as prepared in accordance with
Ind AS 34 and audited consolidated Ind AS financial statements for the Fiscals ended March
31, 2021, March 31, 2020 and March 31, 2019, each prepared in accordance with Ind AS,
and restated in accordance with the SEBI ICDR Regulations, as amended from time to time,
the Companies Act and the Guidance Note on Reports in Company Prospectuses (Revised
2019) issued by the ICAI

 
 

Term,
Risk Management
Committee
Series A Preference Shares
Series B Preference Shares
Series C Preference Shares
Series D Preference Shares
Series D1 Preference Shares
Series E Preference Shares
Series F Preference Shares
Series G Preference Shares
Series H Preference Shares
Series I Preference Shares
Shareholders
Shareholders’ Agreement/
SHA

Special Purpose
Consolidated Financial
Statements

Spoton
Stakeholders’ Relationship
Committee

Statutory Auditors
Subsidiaries

Waiver Letter

Whole-Time Director
Wilful Defaulter(s)

Offer Related Terms

Description

The risk management committee of our Board, as described in “Our Management” on page
258

Series A participating cumulative CCPS, having a face value of 10 each

Series B participating cumulative CCPS, having a face value of 2100 each

Series C participating cumulative CCPS, having a face value of $100 each

Series D participating cumulative CCPS, having a face value of 100 each

Series D1 participating cumulative CCPS, having a face value of 100 each

Series E participating cumulative CCPS, having a face value of 2100 each

Series F participating cumulative CCPS, having a face value of 2100 each

Series G participating cumulative CCPS, having a face value of 2100 each

Series H participating cumulative CCPS, having a face value of 100 each

Series I participating cumulative CCPS, having a face value of 2100 each

The holders of the Equity Shares from time to time

Amended and Restated Shareholders’ Agreement dated August 9, 2021 executed among our
Company, SVF Doorbell (Cayman) Ltd, CA Swift Investments, Internet Fund III Pte. Ltd.,
Nexus Ventures III, Ltd., Nexus Opportunity Fund Ltd., Times Internet Limited, Canada
Pension Plan Investment Board, FedEx Express Transportation and Supply Chain Services
(India) Private Limited, Sahil Barua, Suraj Saharan, Kapil Bharati, Bhavesh Kishor Manglani,
Mohit Tandon, Abhishek Goyal, Ajith Pai Mangalore, Dinesh Advani, Sandeep Kumar
Barasia, Sushant Kashyap and Vikas Kapoor, as amended by the Amendment Agreement
Special purpose consolidated balance sheet as at March 31, 2021 and December 31, 2021,
special purpose consolidated statement of profit and loss (including other comprehensive
income), special purpose consolidated statement of changes in equity and the special
purpose consolidated statement of cash flows for the year ended March 31, 2021 and the
nine months period ended December 31, 2021, and December 31, 2020 and notes to the
special purpose consolidated financial statements, including a summary of the significant
accounting policies and other explanatory information of Spoton Logistics Private Limited
and its subsidiary

Spoton Logistics Private Limited

The stakeholders’ relationship committee of our Board, as described in “Our Management”
on page 258

The current statutory auditors of our Company, being S.R. Batliboi & Associates LLP

The subsidiaries of our Company are (i) Delhivery Freight Services Private Limited, (ii) Orion
Supply Chain Private Limited, (iii) Delhivery Cross Border Services Private Limited, (iv)
Spoton Logistics Private Limited, (v) Spoton Supply Chain Solutions Private Limited, (vi)
Delhivery Corp Limited, (vii) Delhivery HK Pte Limited, (viii) Delhivery USA, (ix) Delhivery
Robotics LLC, and (x) Delhivery Singapore Pte. Ltd., as disclosed in “History and Certain
Corporate Matters - Our Subsidiaries” on page 253.

For the purpose of financial information and Restated Financial Statements included in this
Prospectus, the term ‘Subsidiaries’ would mean subsidiaries of our Company as at and
during the relevant fiscal/ period.

Waiver Letter dated October 26, 2021 executed among our Company, SVF Doorbell
(Cayman) Ltd, CA Swift Investments, Internet Fund III Pte. Ltd., Nexus Ventures III, Ltd.,
Nexus Opportunity Fund Ltd., Times Internet Limited, Canada Pension Plan Investment
Board, FedEx Express Transportation and Supply Chain Services (India) Private Limited,
Sahil Barua, Suraj Saharan, Kapil Bharati, Bhavesh Kishor Manglani, Mohit Tandon,
Abhishek Goyal, Ajith Pai Mangalore, Dinesh Advani, Sandeep Kumar Barasia, Sushant
Kashyap and Vikas Kapoor

Executive directors of our Company

Wilful defaulter(s) as defined under Regulation 2(1)(III) of the SEBI ICDR Regulations

 

Term
Acknowledgement Slip
Allot or Allotment or Allotted

Allotment Advice

Allottee

Description

The slip or document issued by the relevant Designated Intermediary to a Bidder as proof
of registration of the Bid cum Application Form

Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh
Issue and transfer of the respective portion of the Offered Shares pursuant to the Offer for
Sale to the successful Bidders

A note or advice or intimation of Allotment sent to 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

A successful Bidder to whom the Equity Shares are Allotted
 

Term

Description

 

Anchor Investor

Anchor Investor Allocation
Price

Anchor Investor Application
Form

Anchor Investor Bid/Offer
Period

Anchor Investor Offer Price

Anchor Investor Portion

Application Supported by
Blocked Amount or ASBA

SBA Account

ASBA Bid

ASBA Bidders
ASBA Form(s)
Banker(s) to the Offer

Basis of Allotment

Bid

Bid Amount

Bid cum Application Form
Bid Lot

Bid/Offer Closing Date
Bid/Offer Opening Date
Bid/Offer Period

Bidder

Bidding Centres

BofA Securities
Book Building Process

‘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 2100 million

2487 per Equity Share

The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Portion and which will be considered as an application for Allotment in terms of the Red
Herring Prospectus and this Prospectus

One Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors
were submitted and allocation to the Anchor Investors was completed

487 per Equity Share. The Anchor Investor Offer Price has been decided by our Board, in
consultation with the BRLMs

Up to 60% of the QIB Portion which has been allocated by our Company, in consultation
with the BRLMs, to the Anchor Investors on a discretionary basis in accordance with the
SEBI ICDR Regulations. 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 accordance with the SEBI ICDR
Regulations

‘An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
authorising an SCSB to block the Bid Amount in the ASBA Account and which includes
applications made by UPI Bidders using the UPI Mechanism where the Bid Amount was
blocked upon acceptance of UPI Mandate Request by the UPI Bidders using the UPI
Mechanism

A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA
Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant
ASBA Form and includes the account of UPI Bidders which was blocked upon acceptance
of a UPI Mandate Request made by the UPI Bidders using the UPI Mechanism

A Bid made by an ASBA Bidder

All Bidders except Anchor Investors

An application form, whether physical or electronic, used by ASBA Bidders to submit Bids,
which will be considered as the application for Allotment in terms of the Red Herring
Prospectus and this Prospectus

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 on which Equity Shares will be Allotted to successful Bidders under the Offer as
described in “Offer Procedure” on page 592

An indication to make an offer during the Bid/ Offer Period by a Bidder (other than an
Anchor Investor) 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 or purchase 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

The highest value of optional Bids (net of the Employee Discount, if applicable) indicated
in the Bid cum Application Form and, in the case of RIBs Bidding at the Cut off Price, the
Cap Price multiplied by the number of Equity Shares Bid for by such RIBs and mentioned
in the Bid cum Application Form and paid by the Bidder or blocked in the ASBA Account
of the ASBA Bidder, as the case may be, upon submission of the Bids.

Anchor Investor Application Form or the ASBA Form, as the context requires

30 Equity Shares and in multiples of 30 Equity Shares thereafter

Except in relation to any Bids received from the Anchor Investors, Friday, May 13, 2022
Except in relation to any Bids received from the Anchor Investors, Wednesday, May 11,
2022

Except in relation to Anchor Investors, the period between Wednesday, May 11, 2022 and
Friday, May 13, 2022, inclusive of both days

Any 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, includes an Anchor
Investor

The centres at which the Designated Intermediaries accepted the Bid cum Application
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 Securities India Limited

Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer was made
 

Term

Description

 

Book Running Lead Managers
or BRLMs
Broker Centres

CAN or Confirmation of
Allocation Note
Cap Price

Cash Escrow and Sponsor

Bank Agreement

Citi
Client ID

Collecting Depository
Participant or CDP

Cut-off Price

Demographic Details

Designated Branches

Designated CDP Locations

Designated Date

Designated Intermediary(ies)

Designated RTA Locations

Designated Stock Exchange

Collectively, Kotak, Morgan Stanley, BofA Securities and Citi

The broker centres notified by the Stock Exchanges where Bidders submitted the ASBA
Forms to a Registered Broker. The details of such Broker Centres, along with the names
and the contact details of the Registered Brokers are available on the respective websites of
the Stock Exchanges (www.bseindia.com and www.nseindia.com)

Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have
been allocated the Equity Shares, on or after the Anchor Investor Bid/ Offer Period

487 per Equity Share.

The Cap Price was 105% of the Floor Price

‘Agreement dated April 30, 2022 entered amongst our Company, the Selling Shareholders,
the BRLMs, the Syndicate Member, the Bankers to the Offer and Registrar to the Offer,
inter alia, for 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

Citigroup Global Markets India Private Limited

The client identification number maintained with one of the Depositories in relation to
demat account

A depository participant as defined under the Depositories Act, 1996 registered with SEBI
and who is eligible to procure Bids from relevant Bidders at the Designated CDP Locations
in terms of the SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November
10, 2015 issued by SEBI as per the list available on the websites of BSE and NSE, as
updated from time to time

The Offer Price, that is 2487 per Equity Share, finalised by our Board, as applicable, in
consultation with the BRLMs.

Only RIBs and Eligible Employees Bidding under the Employee Reservation Portion were
entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-Institutional
Investors were not entitled to Bid at the Cut-off Price

Details of the Bidders including the Bidders’ address, name of the Bidders’ father/husband,
investor status, occupation, bank account details and UPI ID, wherever applicable

Such branches of the SCSBs which collected the ASBA Forms, a list of which is available
on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other
website as may be prescribed by SEBI from time to time

Such locations of the CDPs where Bidders submitted the ASBA Forms.

The details of such Designated CDP Locations, along with names and contact details of the
CDP 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

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 amounts blocked by the
SCSBs in the ASBA Accounts to the Public Offer Account, in terms of the Red Herring
Prospectus and this Prospectus following which Equity Shares will be Allotted in the Offer
In relation to ASBA Forms submitted by RIBs, Eligible Employees and HNIs Bidding with
an application size of up to % 500,000 (not using the UPI Mechanism) by authorising an
SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall
mean SCSBs.

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount was blocked
upon acceptance of UPI Mandate Request by such UPI Bidder using the UPI Mechanism,
Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents, Registered Brokers,
CDPs and RTAs.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not using the
UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub-Syndicate/ agents,
SCSBs, Registered Brokers, the CDPs and RTAs

Such locations of the RTAs where Bidders submitted the ASBA Forms to RTAs. The details
of such Designated RTA Locations, along with 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
NSE
 

Term

Description

 

Draft Red Herring Prospectus
or DRHP

Eligible Employees

Eligible FPIs

Eligible NRI(s)

Employee Discount

Employee Reservation Portion

Escrow Account(s)

Escrow Collection Bank

First Bidder or Sole Bidder

Floor Price
Fresh Issue

Fugitive Economic Offender

General Information
Document or GID

Individual Selling
Shareholders
Investor Selling Shareholders

Kotak

Monitoring Agency
Monitoring Agency
Agreement

Morgan Stanley
Mutual Fund Portion

The draft red herring prospectus dated November 1, 2021 issued in accordance 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, and was filed with SEBI

All or any of the following: (a) a permanent employee of our Company and/or of our
Subsidiaries, as may be determined (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
and/ or its Subsidiaries, 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,
hold 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. However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed 200,000. Only in the
event of under-subscription in the Employee Reservation Portion, the unsubscribed portion
is made available for allocation and Allotment, proportionately to all Eligible Employees
who had Bid in excess of 200,000, subject to the maximum value of Allotment made to
such Eligible Employee not exceeding %500,000

FPIs from such jurisdictions outside India where it is 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 subscribe to the Equity Shares

NRI(s) from jurisdictions outside India where it is 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 subscribe to or to purchase the Equity
Shares

Our Company, in consultation with the BRLMs, offered a discount of %25 per Equity Share
to Eligible Employee(s) Bidding in the Employee Reservation Portion

The portion of the Offer being 432,900* Equity Shares, aggregating to 200 million
available for allocation to Eligible Employees, on a proportionate basis. Such portion does
not exceed 5% of the post-Offer Equity Share capital of our Company.

*Subject to finalization of the Basis of Allotment

The account(s) opened with the Escrow Collection Bank(s) and in whose favour the Anchor
Investors transferred money through NACH/direct credit/NEFT/RTGS in respect of the Bid
Amount when submitting a Bid

Bank which is a clearing member and registered with SEBI as a banker to an issue under
the SEBI (Bankers to an Issue) Regulations, 1994 and with whom the Escrow Account(s)
were opened, in this case being Axis Bank Limited

Bidder whose name is mentioned in the Bid cum Application Form or the Revision Form
and in case of joint Bids, whose name also appears as the first holder of the beneficiary
account held in joint names

2462 per Equity Share

Fresh issue of 82,152,503" Equity Shares aggregating to €40,000 million by our Company
*Subject to finalization of the Basis of Allotment

An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Economic Offenders Act, 2018

The General Information Document for investing in public issues prepared and issued in
accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March
17, 2020 and the UPI Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the BRLMs
Collectively, Kapil Bharati, Mohit Tandon and Suraj Saharan

Collectively, CA Swift Investments, Deli CMF Pte. Ltd., SVF Doorbell (Cayman) Ltd and
Times Internet Limited

Kotak Mahindra Capital Company Limited

Axis Bank Limited

Agreement dated April 30, 2022 entered between our Company and the Monitoring Agency

Morgan Stanley India Company Private Limited

5% of the Net QIB Portion, or 1,606,265* Equity Shares which is available for allocation
to Mutual Funds only on a proportionate basis, subject to valid Bids being received at or
above the Offer Price.
 

Description

 

Net Offer
Net Proceeds

Net QIB Portion
Non-Institutional Bidders or
Non-Institutional Investors

Non-Institutional Portion

Non-Resident

Offer

Offer Agreement

Offer for Sale

Offer Price

Offer Proceeds

Offered Shares

Price Band
Pricing Date

Prospectus

Public Offer Account

Public Offer Account Bank

QIB Portion

*Subject to finalization of the Basis of Allotment

The Offer less the Employee Reservation Portion

Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For further
details regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the
Offer” on page 161

The QIB Portion less the number of Equity Shares Allocated to the Anchor Investors

All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity
Shares for an amount of more than 200,000 (but not including NRIs other than Eligible
NRIs)

The portion of the Offer being not more than 15% of the Net Offer consisting of 16,062,628*
Equity Shares which is available for allocation to Non-Institutional Bidders, of which (a)
one-third portion is reserved for applicants with application size of more than & 200,000 and
up to 2 1,000,000, and (b) two-thirds portion is reserved for applicants with application size
of more than 2 1,000,000, provided that the unsubscribed portion in either of such sub-
categories may be allocated to applicants in the other sub-category of Non-Institutional
Bidders, subject to valid Bids having been received at or above the Offer Price.

*Subject to finalization of the Basis of Allotment

Person resident outside India, as defined under FEMA and includes a non-resident Indian,
FVCls and FPIs

The initial public offer of Equity Shares comprising the Fresh Issue and the Offer for Sale
comprising 107,517,088* Equity Shares aggregating to 252,350 million

*Subject to finalization of the Basis of Allotment

Agreement dated November 1, 2021 entered amongst our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements have been agreed to
in relation to the Offer

The offer for sale of 25,364,585* Offered Shares aggregating to %12,350 million by the
Selling Shareholders in the Offer

*Subject to finalization of the Basis of Allotment

2487 per Equity Share.

Our Company, in consultation with the BRLMs, offered a discount of %25 per Equity Share
to Eligible Employee(s) Bidding in the Employee Reservation Portion

The Offer Price has been decided by our Company, on the Pricing Date in accordance with
the Book Building Process and the Red Herring Prospectus

The proceeds of the Fresh Issue which shall be available to our Company and the proceeds
of the Offer for Sale shall be available to the Selling Shareholders. For further information
about use of the Offer Proceeds, see “Objects of the Offer” on page 161

25,364,585* Equity Shares offered as part of the Offer for Sale, comprising an offer for sale
of 4,107,626" Equity Shares aggregating to %2,000 million by Deli CMF Pte. Ltd.,
9,324,309" Equity Shares aggregating to 24,540 million by CA Swift Investments,
7,496,416" Equity Shares aggregating to %3,650 million by SVF Doorbell (Cayman) Ltd,
3,388,791* Equity Shares aggregating to 21,650 million by Times Internet Limited,
102,690* Equity Shares aggregating to 250 million by Kapil Bharati, 821,525* Equity
Shares aggregating to %400 million by Mohit Tandon and 123,228* Equity Shares
aggregating to %60 million by Suraj Saharan

*Subject to finalization of the Basis of Allotment

The price band ofa minimum price of 2462 per Equity Share (Floor Price) and the maximum
price of 2487 per Equity Share (Cap Price)

‘The date on which our Board, in consultation with the BRLMs, finalised the Offer Price,
being May 14, 2022

This prospectus dated May 14, 2022 filed with the RoC on or after the Pricing Date in
accordance with Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations
containing, inter alia, the Offer Price that is determined at the end of the Book Building
Process, the size of the Offer and certain other information, including any addenda or
corrigenda hereto

Bank account opened with the Public Offer Bank, under Section 40(3) of the Companies
Act, 2013 to receive monies from the Escrow Account(s) and ASBA Accounts on the
Designated Date

The bank which is a clearing member and registered with SEBI as a banker to an issue under
the SEBI (Bankers to an Issue), Regulations, 1994 and with which the Public Offer Account
has been opened, in this case being Axis Bank Limited

The portion of the Offer (including the Anchor Investor Portion) being not less than 75% of
the Net Offer comprising 80,313,142* Equity Shares which are made available for
 

Description

 

Qualified Institutional Buyers
or QIBs or QIB Bidders

Red Herring Prospectus or
RHP

Refund Account (s)

Refund Bank

Registered Brokers

Registrar Agreement

Registrar and Share Transfer
Agents or RTAs

Registrar to the Offer or
Registrar

Retail Individual Bidder(s) or
RIB(s)

Retail Portion

Revision Form

Self Certified Syndicate
Bank(s) or SCSB(s)

allocation to QIBs on a proportionate basis, including the Anchor Investor Portion (in which
allocation was on a discretionary basis, as determined by our Company in consultation with
the BRLMs) subject to valid Bids having been received at or above the Offer Price or
Anchor Investor Offer Price (for Anchor Investors).

*Subject to finalization of the Basis of Allotment

Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Regulations

The red herring prospectus dated April 30, 2022 issued by our Company in accordance with
Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations,
which did not have complete particulars of the Offer Price and the size of the Offer.
‘Account(s) that have been 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

Bank which is a clearing member and registered with SEBI as a banker to an issue under
the SEBI (Bankers to an Issue) Regulations, 1994 and with whom the Refund Account has
been opened, in this case being Axis Bank Limited

Stock brokers registered with SEBI and the stock exchanges having nationwide terminals,
other than the members of the Syndicate and eligible to procure Bids in terms of the SEBI
circular number CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI

Agreement dated October 23, 2021 entered by and amongst our Company, the Selling
Shareholders and the Registrar to the Offer, in relation to the responsibilities and obligations
of the Registrar pertaining to the Offer

Registrar and share transfer agents registered with SEBI and eligible to procure Bids from
relevant Bidders at the Designated RTA Locations as per the list available on the websites
of BSE and NSE, and the UPI Circulars

Link Intime India Private Limited

Individual Bidders, who have Bid for the Equity Shares for an amount not more than
200,000 in any of the bidding options in the Offer (including HUFs applying through their
Karta and Eligible NRIs)

Portion of the Offer being not more than 10% of the Net Offer consisting of 10,708,418
Equity Shares which are made available for allocation to Retail Individual Bidders (subject
to valid Bids having been received at or above the Offer Price)

Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their Bid cum Application Forms or any previous Revision Form(s), as applicable.

QIB Bidders and Non-Institutional Bidders were not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion
could revise their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/Offer
Closing Date

The list of SCSBs notified by SEBI for the ASBA process is available at
http://www. sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other
‘website as may be prescribed by SEBI from time to time. A list of the Designated SCSB
Branches with which an ASBA Bidder (other than a UPI Bidder), not bidding through
Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid
cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=3
4, or at such other websites as may be prescribed by SEBI from time to time.

In relation to Bids (other than Bids by Anchor Investor) submitted 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
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
5) 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
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=3
5 as updated from time to time.

In accordance with SEBI Circular No. SEBI/HO/CED/DIL2/CIR/P/2019/76 dated June 28,
2019 and SEBI Circular No. SEBI/HO/CED/DIL2/CIR/P/2019/85 dated July 26, 2019, UPI
Bidders using the UPI Mechanism could apply through the SCSBs and mobile applications
whose names appears = on_—the_~—s website += of-~Ssthe. =O SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedEpi=yes&intmld=4
 

Description

 

Selling Shareholders
Share Escrow Agent

Share Escrow Agreement

Specified Locations
Sponsor Banks

Syndicate or Members of the
Syndicate
Syndicate Agreement

Syndicate Member
Underwriters

Underwriting Agreement

UPI
UPI Bidders

UPI Circulars

UPLID
UPI Mandate Request

0) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=4
3) respectively, as updated from time to time

Collectively, the Investor Selling Shareholders and the Individual Selling Shareholders
The share escrow agent appointed pursuant to the Share Escrow Agreement, namely, Link
Intime India Private Limited

Agreement dated April 29, 2022 entered into amongst our Company, the Selling
Shareholders and the Share Escrow Agent in connection with the transfer of the Offered
Shares by the Selling Shareholders and credit of such Equity Shares to the demat account
of the Allottees

Bidding Centres where the Syndicate accepted Bid cum Application Forms

Axis Bank Limited, Kotak Mahindra Bank Limited, ICICI Bank Limited and HDFC Bank
Limited, 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

Collectively, the BRLMs and the Syndicate Member

Agreement dated April 29, 2022 entered amongst our Company, the Selling Shareholders,
the BRLMs, the Registrar and the Syndicate Member, in relation to collection of Bids by
the Syndicate

Intermediary registered with SEBI, namely, Kotak Securities Limited

Kotak Mahindra Capital Company Limited, Morgan Stanley India Company Private
Limited, BofA Securities India Limited, Citigroup Global Markets India Private Limited
and Kotak Securities Limited

Agreement dated May 14, 2022 entered into amongst our Company, the Selling
Shareholders, the Underwriters and the Registrar

Unified payments interface which is an instant payment mechanism, developed by NPCI
Collectively, individual investors who applied as (i) Retail Individual Bidders in the Retail
Portion, (ii) Eligible Employees under the Employee Reservation Portion, and (iii) Non-
Institutional Bidders 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 Registrar
and Share Transfer Agents.

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 UPI 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)

Circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI, as amended by its Circular number SEBI/HO/CED/DIL/CIR/2016/26 dated January 21,
2016 and Circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018
issued by SEBI as amended or modified by SEBI from time to time, including Circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, Circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, Circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, Circular number
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/P/CIR/P/2022/45 dated April 5, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and any other circulars issued
by SEBI or any other governmental authority in relation thereto from time to time

ID created on the UPI for single-window mobile payment system developed by the NPCI
A request (intimating the UPI Bidder by way of a notification on the UPI linked mobile
application and by way of an SMS on directing the UPI Bidder to such UPI linked mobile
application) to the UPI Bidder initiated by the Sponsor Bank(s) to authorise blocking of
funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in
case of Allotment
 

Term

Description

 

UPI Mechanism

UPI PIN
Working Day(s)

The bidding mechanism used by UPI Bidders in accordance with the UPI Circulars to make
an ASBA Bid in the Offer

Password to authenticate UPI transaction

All days on which commercial banks in Mumbai, India are open for business, provided
however, for the purpose of announcement of the Price Band and the Bid/Offer Period,
Working Day shall mean all days, excluding all Saturdays, Sundays and public holidays on
which commercial banks in Mumbai, India are open for business and the time period
between the Bid/Offer Closing Date and listing of the Equity Shares on the Stock
Exchanges, Working Days shall mean all trading days excluding Sundays and bank holidays
in India, as per the circulars issued by SEBL

 

Industry Related Terms or Abbreviations

 

Term

Description

 

3PL
Active Customers

Al/ Artificial Intelligence
API

B2C
B2B

BESI

CLU

C2C

CoreOs

D2C

D2R

Data Intelligence

e-B2B
E2E

ERP system

ETA

Facilities

FC

EMCG

EMS

GPs

GPS enabled device

GPS trace point
Heavy Goods

Logistics Facilities

ML/ Machine Learning
MSME
Operations Research

Operator

Pickup point

PIN

PIN codes covered as on a

date
PTL

Third party logistics

Active Customers for a quarter are those customers on whom an invoice was raised at least
once during such quarter. Active Customers for a period are calculated as the average number
of Active Customers for each of the quarters in the period

Science of leveraging computers and machines to mimic the problem-solving and decision-
making capabilities of humans

Application programming interface, an interface for exchange of information between two
computer applications or services

Business to consumer

Business to business

Banking, financial services and insurance

Change in land use

Consumer to consumer

Core operating system

Direct to consumer

Direct to retail

The use of artificial intelligence and machine learning tools to analyse and transform large
datasets into intelligent data insights

Business to business e-commerce

End-to-end

Enterprise resource planning system

Estimated time of arrival

Our Logistics Facilities and offices

Fulfilment centre

Fast-moving consumer goods

Fleet management system

Global positioning system

A GPS device capable of capturing location data and transmitting it to our movement tracking,
system. The device is carried by a last/ first mile executive or a truck driver or is installed on
a vehicle

A locational data generated by a GPS device in the form of latitude and longitude along with
timestamp and the device ID

White goods, furniture, sports goods, etc.

Our sorting centres, gateways, distribution centres, last mile delivery centres, intermediate
processing centres, returns processing centres, service centres, fulfilment centres and
warehouses

‘A method of data analysis that automates analytical model building

Micro, small and medium enterprises

Analytical method of problem-solving and decision-making that is useful in the management
of organisations
A person who performs tasks such as pickup, delivery, quality check, KYC, etc. by visiting
facilities of our Company, pickup points, consignee addresses, etc.

A location created by customers or their associates to denote a place for collection of
shipments. Pickup points for a period mean number of such locations from where at least one
shipment has been picked during the given period

Postal index number

The count of PIN codes (out of 19,300 PIN codes as provided by India Post on its website),
where at least one shipment has been delivered during the last six months prior to such date
Part-truckload freight

 

10
 

Term

Description

 

Rated
Capacity
Retail Points

Automated — Sort

Retention Rate

Shipment Lifecycle Event

Shipment Tonnage

Shipment Volume

Sq. ft.

TL

TMS

UAV

UCP

Unique End Consumer

WMS

‘The manufacturer specified hourly capacity of the sorters, multiplied by 24

Our Company’s franchise stores where end consumers can drop cross border shipments that
are to be shipped internationally

Retention rate for a given period calculated using (a) in the denominator, total number of
unique customers/vendors (as the case may be) that transacted with our Company in a period,
and (b) in the numerator those vendors/customers (as the case may be) out of the set of
vendors/customers (as the case may be) used in the denominator, who also transacted with
our Company any time after completion of such period

In relation to a shipment, means an event that has been captured by the system and includes
an event such as change of custody/ location of shipment, addition to a trip, delivery attempt
at last mile, shipment damage, etc. Shipment lifecycle events mean total number of such
events captured during the given period in relation to any shipment manifested in the system
of our Company

Total of weights (in tons) billed to the customers in relation to the shipments delivered during
the given period. Billed weight is the higher of actual weight and volumetric weight

The count of shipments/ parcels delivered during the given period

Square feet

Truckload freight

Transportation management system

Unmanned aerial vehicle

Unified customer portal

A person identified by a unique phone number for whom at least one shipment was picked
up during the given period

Warehouse management system

Conventional and General Terms or Abbreviations

 

Term

Description

 

AGM
AIF(s)

BSE

CCPS

CDSL

CIN

Companies Act 1956

Companies Act 2013 or
Companies Act
Consolidated FDI Policy

COVID-19

CPC

CSR
Depositories Act
Depository

Depository Participant
DIN

DP ID

DPIIT

EGM

EPS

FCNR Account
FDI

FEMA

FEMA Rules

Financial Year/ Fiscal/ Fiscal
Year

‘Annual General Meeting
Alternative Investment Fund(s) as defined in and registered with SEBI under the SEBI AIF
Regulations

BSE Limited

Compulsorily convertible preference shares

Central Depository Services (India) Limited

Corporate Identity Number

The erstwhile Companies Act, 1956 read with the rules, regulations, clarifications and
modifications thereunder

Companies Act, 2013 read with the rules, regulations, clarifications and modifications
thereunder

The consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any
modifications thereto or substitutions thereof, issued from time to time

The novel coronavirus disease which was declared as a Public Health Emergency of
International Concern on January 30, 2020, and a pandemic on March 11, 2020, by the World
Health Organisation

Code of Civil Procedure, 1908

Corporate social responsibility

Depositories Act, 1996

A depository registered with the SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996

A depository participant as defined under the Depositories Act

Director Identification Number

Depository Participant’s identity number

Department of Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Gol

Extraordinary general meeting

Earnings per share

Foreign Currency Non Resident (Bank) account established in accordance with the FEMA
Foreign direct investment

Foreign Exchange Management Act, 1999 read with rules and regulations thereunder

Foreign Exchange Management (Non-debt Instruments) Rules, 2019 issued by the Ministry
of Finance, Gol

The period of 12 months commencing on April 1 of the immediately preceding calendar year
and ending on March 31 of that particular calendar year

 

11
 

 

 

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Description
FIR First information report
FPls Foreign portfolio investors as defined under the SEBI FPI Regulations _
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of
India (Forei
GAAR General Anti-Avoidance Rules _
Gazette Official Gazette of India
GDP Gross Domestic Product
“Gol Central Government/Government of India
GST Goods and services tax
HUF(s) Hindu Undivided Family(ies).
ICAL Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
Income Tax Act Income Tax Act, 1961 -
Ind AS/Indian Accounting Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with
Standards the Companies (Indian Accounting Standards) Rules, 2015, as amended
Indian GAAP/ IGAAP Accounting standards notified under Section 133 of the Companies Act, 2013 read with
Companies (Accounting Standards) Rules 2006 and the Companies (Accounts) Rules, 2014
in so far as they apply to our Company, as amended
“INR/ Indian Rupee/Rs./% __ Indian Rupee, the official currency of the Republic of India
IST Indian Standard Time
IT Information Technology
KYC Know Your Customer
MCA/ Ministry of Corporate Ministry of Corporate Affairs, Gol
Affairs
Mn Million
Mutual Funds ‘Mutual funds registered with the SEBI under the Securities and Exchange Board of India
_ (Mutual Funds) Regulations, 1996
“NAorNA. Not Applicable
National Automated Clearing House
Net Asset Value

 

Non-banking financial company

 

National Electronic Funds Transfer

 

Ne Negotiable Instruments Act, 1881 _

 

 

National Payments Corporation of India

 

Non-Resident External

 

Non-Resident Indian

 

 

Non-Resident Ordinary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB/ Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the
Body extent of 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
ODI Offshore derivative instruments
pa. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent account number
PAT Profit after tax
RBI The Reserve Bank of India
“RBIAct Reserve Bank of India Act, 1934 _
“Regulation S Regulation S under the U.S. Securities Act
“RoNW Return on Net Worth
Rule 144A. Rule 144A under the U.S. Securities Act
SBO Rules Companies (Significant Beneficial Owners) Rules, 2018, as amended
SCRA Securities Contracts (Regulation) Act, 1956, as amended
'SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SEBL Securities and Exchange Board of India constituted under the SEBI Act
“SEBI Act ‘Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012,

as amended

 

12
 

Term,

Description

 

SEBI FPI Regulations
SEBI FVCI Regulations
SEBI ICDR Regulations

SEBI Listing Regulations
SEBI Merchant Bankers
Regulations

SEBI SBEBSE Regulations

Sq. ft.

STT

Systemically Important
NBFC

Takeover Regulations

U.S. GAAP

US. QIB

U.S. Securities Act
US$/USD/US Dollar
USA/U.S./US

VAT

VCFs

Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as
amended

Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000, as amended

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021

Square feet

Securities Transaction Tax

Systemically important non-banking financial company as defined under Regulation 2(1)(iii)
of the SEBI ICDR Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011

Generally Accepted Accounting Principles in the United State of America

“Qualified institutional buyer”, as defined in Rule 144A of the U.S. Securities Act

United States Securities Act of 1933, as amended

United States Dollar, the official currency of the United States of America

United States of America

Value Added Tax

Venture capital funds as defined in and registered with the SEBI under the SEBI VCF
Regulations

 

13
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions

All references in this Prospectus to ‘India’ are to the Republic of India and its territories and possessions and all
references herein to the ‘Government’, ‘Indian Government’, ‘Gol’, ‘Central Government’ or the ‘State
Government’ are to the Gol, central or state, as applicable, all references to “United Kingdom”, “Hong Kong”,
“U.S.” / “U.S.A”, “Bangladesh”, “Singapore”, “Sri Lanka” and “China” are to the United Kingdom of Great
Britain and Northern Ireland, the Hong Kong Special Administrative Region of the People’s Republic of China,
the United States of America, the People’s Republic of Bangladesh, the Republic of Singapore, the Democratic
Socialist Republic of Sri Lanka and the People’s Republic of China and their territories and possessions,
respectively. Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time
(“IST”). Unless indicated otherwise, all references to a year in this Prospectus are to a calendar year.

 

Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this
Prospectus.

Financial Data

Unless stated otherwise or the context otherwise requires, the financial data in this Prospectus is derived from the
Restated Financial Statements. The Restated Financial Statements included in this Prospectus as at and for the
nine months period ended December 31, 2021 and December 31, 2020, and the Fiscals ended March 31, 2021,
March 31, 2020 and March 31, 2019, each derived from our audited interim consolidated Ind AS financial
statements as at and for the nine months period ended December 31, 2021 and December 31, 2020 as prepared in
accordance with Ind AS 34 and audited consolidated Ind AS financial statements for the Fiscals ended March 31,
2021, March 31, 2020 and March 31, 2019, each prepared in accordance with Ind AS, and restated in accordance
with the SEBI ICDR Regulations, the Companies Act and the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by the ICAI. For further information, see “Financial Information” on page 278. Further,
figures for nine months period ended December 31, 2021 and December 31, 2020 are not indicative of financial
results for annual period and are not comparable with annual financial information for the Fiscals ended March
31, 2021, March 31, 2020 and March 31, 2019.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all
references in this Prospectus to a particular Financial Year, Fiscal or Fiscal Year, unless stated otherwise, are to
the 12-month period ended on March 31 of that particular calendar year.

We have included in this Prospectus, the Proforma Financial Statements (to be read in conjunction with the
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 520) as
at and for the Fiscal ended March 31, 2021 and for the nine months period ended December 31, 2021 to illustrate
the impact of the acquisition of Spoton on our financial position as at March 31, 2021 as if the acquisition happened
on March 31, 2021, and on our results of operations for the year ended March 31, 2021 and nine months period
ended December 31, 2021 as if the acquisition occurred on April 1, 2020 and April 1, 2021, respectively. Auditors
have issued compilation report dated March 25, 2022 on such proforma financial information under “Standard on
Auditing Engagements 3420 - Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus”, issued by the ICAI. For further details, see “Proforma Financial
Statements” on page 359, “History and Certain Corporate Matters — Details regarding material acquisitions or
divestments of business/ undertakings, mergers, amalgamations, any revaluation of assets, etc. in the last 10
years” on page 249, and “Risk Factors - Our Pro Forma Financial Statements may not be indicative of our
actual results of operations and financial position for such periods or as of such dates, or of expected results
of operations in future periods or our future financial position” on page 68.

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, US 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 79. 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, Ind AS and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian

14
accounting policies and practices on the financial disclosures presented in this Prospectus should accordingly be
limited.

Our Statutory Auditors have provided no assurance or services related to any prospective financial information
included in this Prospectus. Unless the context otherwise indicates, any percentage or amounts (excluding certain
operational metrics), with respect to financial information of our Company in “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 34,
212 and 520, respectively, and elsewhere in this Prospectus have been derived from Restated Financial Statements.

In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. All figures derived from our Restated Financial Statements in decimals have been rounded off to
the second decimal and all percentage figures have been rounded off to two decimal places.

Non-GAAP Measures

Certain non-GAAP financial measures, such as EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted
EBITDA margin and profit/(loss) after tax margin relating to our financial performance have been included in this
Prospectus. These non-GAAP measures presented in this Prospectus are a supplemental measure of our
performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS
or US GAAP. Further, these non-GAAP Measures are not a measurement of our financial performance or liquidity
under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an
alternative to cash flows, profit/ (loss) for the years/ period 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, Indian GAAP, IFRS or US GAAP. We compute and
disclose such non-GAAP financial measures relating to our financial performance as we consider such information
to be supplemental and useful measures of our business and financial performance. Although such 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 to an investor in evaluating us as they are widely used
measures to evaluate a company’s operating performance. 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, may not be comparable to financial measures of similar
nomenclature that may be computed and presented by other companies (other companies may calculate these non-
GAAP Measures differently from us, limiting its usefulness as a comparative measure) and are not measures of
operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures
presented by other companies. For further details, please see “Risk Factors - We rely on certain key operating
metrics and non-GAAP measures to evaluate the performance of our business, and real or perceived inaccuracies
in such metrics may harm our reputation and negatively affect our business” on page 71.

Currency and Units of Presentation
All references to:
. “Rupees” or ‘%’ or ‘INR’ or ‘Rs.’ are to Indian Rupee, the official currency of the Republic of India;

e “HKD” are to Hong Kong Dollar, the official currency of the Hong Kong Special Administrative Region of
the People’s Republic of China;

« “GBP” or “£” are to Pound Sterling, the official currency of the United Kingdom of Great Britain and
Northern Ireland; and

° ‘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 ‘lakh’, ‘million’ and ‘crores’ units
or in whole numbers where the numbers have been too small to represent in such units. One million represents.
1,000,000, one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. One lakh
represents 100,000 and one crore represents 10,000,000.

Figures sourced from third-party industry sources may be expressed in denominations other than millions or may
be rounded off to other than two decimal points in the respective sources, and such figures have been expressed
in this Prospectus in such denominations or rounded-off to such number of decimal points as provided in such
respective sources.

15,
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.

Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts
into Rupee amounts, are as follows:

 

 

Currency Asat
December 31, December 31, March 31,2021 March 31, March 31,
2021 2020 2020 2019"
1 USD 74.36 Ia15 73.51 75.39 69.17
1 HKD 9.53 9.44 9.42 9.70 8.81
1 GBP 100.31 99.32 100.95 93.08 90.48

 

Source: www.fbil.org.in; www1.oanda.com
* Exchange rate as on March 29, 2019, as FBIL Reference Rate is not available for March 30, 2019, being a Saturday, and
March 31, 2019, being a Sunday.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Prospectus is derived from the report titled,
‘Logistics Market in India’ dated April 21, 2022 (“RedSeer Report”) prepared by RedSeer Management
Consulting Private Limited (“RedSeer”), appointed by our Company pursuant to an engagement letter dated June
8, 2021 and such report has been commissioned and paid for by our Company exclusively in relation to the Offer.
RedSeer has required us to include the following disclaimer in connection with the RedSeer Report:

“The market information in the Report is arrived at by employing an integrated research methodology which
includes secondary and primary research. Our primary research work includes surveys and in-depth 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. RedSeer shall not be liable for any loss suffered by any
person on account of reliance on the 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 factors underlying their assumptions, or events or combinations of events that
cannot be reasonably foreseen. Additionally, the COVID-19 pandemic has significantly affected economic activity
in general and it is yet to be fully abated. The forecasts, estimates and other forward-looking statements in this
Report depend on factors like the recovery of the economy, evolution of consumer sentiments and the competitive
environment, amongst others, leading to significant uncertainty, all of which cannot be reasonably and accurately
accounted for. Actual results and future events 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. Therefore, reliance should
not be placed on this Report for making any investment decisions.

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.”

16
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 but their accuracy, completeness and
underlying assumptions are not guaranteed and their reliability cannot be assured. 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.

In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” on page 172 includes information relating
to our peer group companies, which has been derived from publicly available sources.

The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data
gathering methodologies in the industry in which business of our Company is conducted, and methodologies and
assumptions may vary widely amongst different industry sources.

Such data 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 RedSeer which has been exclusively commissioned and paid for by us and any reliance on such
information for making an investment decision in the Offer is subject to inherent risks” on page 81.
Accordingly, investment decisions should not be based solely on such information.

Notice to Prospective Investors in the United States and to U.S. 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 not be entitled to the
benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are only being offered and sold (i)
to persons in the United States or to or for the account or benefit of, U.S. Persons, in each case to investors 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” and, 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 transactions exempt from or not subject to the registration requirements of the U.S. Securities Act
and in reliance on Section 3(c)(7) of the U.S. Investment Company Act; or (ii) 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 “Risk Factors
— Our Company is not, and does not intend to become, regulated as an investment company under the U.S.
Investment Company Act and related rules” on page 86 of this Prospectus.

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

17
This Prospectus has been prepared on the basis that all offers of Equity shares in Member States of the European
Economic Area (“EEA”) (each a “Member State”) will be made pursuant to an exemption under the Prospectus
Regulation (as defined below), as applicable to each Member State, from the requirement to produce a prospectus
for offers of Equity Shares. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
Accordingly, any person making or intending to make an offer to the public within the 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, any of the Selling Shareholders or any of the BRLMs to produce a
prospectus for such offer pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant
to Article 23 of the Prospectus Regulation. 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 BRLMs which constitute the final placement of Equity Shares contemplated in
this Prospectus.

For the purposes of this provision, the expression an “offer to the public” in relation to the Equity Shares in any
Member State means the communication in any form and by any means of sufficient information on the terms of
the Offer and any Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for
any Equity Shares.

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 to the public 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 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 to the public 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 pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article
23 of the UK Prospectus Regulation. None of our Company, the Selling Shareholders, 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.

18
For the purposes of this provision, the expression an “offer to the public” in relation to the Equity Shares in the
United Kingdom means the communication in any form and by any means of sufficient information on the terms
of the Offer and any Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for
any Equity Shares.

Information to Distributors

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 (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.

19
FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “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”, “objective”, “plan”, “propose”, “project”, “will”, “seek to”, “strive to”, “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 are subject to risks, uncertainties,
expectations and assumptions about us that could cause actual results to differ materially from those contemplated
by the relevant forward-looking statement. All statements in this Prospectus that are not statements of historical

fact are ‘forward-looking statements’.

These forward-looking statements are based on our current plans, estimates 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 suggested by the relevant forward-looking statement. This could be due to risks or uncertainties associated
with expectations relating to, and including, regulatory changes pertaining to the industries in India 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
which have an impact on its 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 laws, changes in the incidence
of any natural calamities and/or violence, regulations and taxes and changes in competition in the industries in
which we operate. Certain important factors that could cause actual results to differ materially from our
expectations include, but are not limited to, the following:

« — History of losses and negative cash flows from operating, investing and financing activities and may continue
to experience losses and negative cash flows in the future;

« Reliance on a scaled, automated and unified network infrastructure, largely comprising our logistics and
transportation facilities, for our business operations;

¢ Disruptions to our logistics and transportation facilities;

¢ Our funding requirements and the proposed deployment of net proceeds have not been appraised by any bank
or financial institution or any other independent agency and our management will deploy the Net Proceeds as
per its operational and business requirements;

e Failure to attract and retain suitably qualified and skilled employees, or any labour unrest, labour union
activities or increases in the cost of labour or failure to comply with applicable labour laws;

¢ — Reliance on network partners and other third parties for certain aspects of our business;

¢ Our ability to control costs and pass on any increase in operating expenses to customers, for our long-term
growth and competitiveness;

«© We have certain contingent liabilities which, if they materialize, may affect our results of operations, financial
condition and cash flows; and

¢ High correlation of our business and growth with the growth of the e-commerce industry and more generally,
commerce in India.

For details regarding factors that could cause actual results to differ from expectations, see “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 34, 212 and 520, 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 gains or losses could materially
differ from those that have been estimated.

 

There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will
prove to be correct. Given these uncertainties, Bidders 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.

20
Forward-looking statements reflect current views as on the date of this Prospectus and are not a guarantee of future
performance. These statements are based on our management’s beliefs and assumptions, which in turn are based
on currently available information. Although we believe the assumptions upon which these forward-looking
statements are based 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, our Directors, the
Selling Shareholders, 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 SEBI ICDR
Regulations, our Company will ensure that the Bidders in India are informed of material developments until the
time of the grant of listing and trading permission by the Stock Exchanges for the Equity Shares pursuant to the
Offer.

In accordance with requirements of SEBI and as prescribed under applicable law, each of the Selling Shareholders,
severally and not jointly, shall ensure that the Bidders in India are informed of material developments, in relation
to statements and undertakings specifically undertaken or confirmed by it in relation to itself and its respective
portion of the Offered Shares in this Prospectus until the time of the grant of listing and trading permission by the
Stock Exchanges for the respective portion of the Offered Shares pursuant to the Offer. Only statements and
undertakings which are specifically 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.

24
SUMMARY OF THIS PROSPECTUS

The following is a general summary of certain disclosures included in this Prospectus 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”, “Restated Financial Statements”, “Proforma
Financial Statements”, “Outstanding Litigation and Material Developments”, “Offer Procedure”, and “Main
Provisions of Articles of Association” on pages 34, 88, 117, 141, 197, 212, 278, 359, 550, 592 and 613,
respectively.

Summary of the business of our Company

We were the largest and fastest growing fully integrated logistics player in India by revenue as of Fiscal 2021.*
We provide a full-range of logistics services, including express parcel delivery, heavy goods delivery, part-
truckload freight, truckload freight, warehousing, supply chain solutions, cross border express and freight services.
and supply chain software. We operate high-quality logistics infrastructure, work with a vast network of domestic
and global partners and have made significant investments in automation, our self-developed logistics technology
and in data intelligence capabilities.

* According to the RedSeer Report, which has been exclusively commissioned and paid for by us in connection
with the Offer.

Summary of the industry in which our Company operates

The Indian logistics sector had a direct spend of US$216 billion in Fiscal 2020, which is expected to grow to
US$365 billion by Fiscal 2026, driven by strong underlying economic growth, favourable regulatory environment,
improvements in India’s transportation infrastructure, growth of domestic manufacturing, the digital economy and
offline commerce. The industry is fragmented with organized players accounting for approximately 3.5% of the
market for road transportation, warehousing and supply chain services in Fiscal 2020. This is expected to reach
12.5-15.0% in Fiscal 2026, implying a CAGR of approximately 35% between Fiscal 2020 and Fiscal 2026.

Names of our promoters

Our Company is a professionally managed company and does not have an identifiable promoter in terms of the
SEBI ICDR Regulations and the Companies Act, 2013.

Offer size

The following table summarizes the details of the Offer size:

 

 

 

 

 

 

 

Offer of Equity Shares 107,517,088* Equity Shares aggregating to 52,350 million

of which:

@ Fresh Issue 82,152,503* Equity Shares aggregating to 240,000 million

(i) Offer for Sale 25,364,585* Equity Shares aggregating to %12,350 million by the Selling
Shareholders

(ii) __ Employee Reservation Portion 432,900* Equity Shares aggregating to 2200 million

Net Offer 107,084,188* Equity Shares aggregating to %52,150 million

 

* Subject to finalization of the Basis of Allotment

(1) The Offer has been authorised by our Board pursuant to its resolution passed on October 13, 2021 and the Fresh Issue
has been authorised by our Shareholders pursuant to a special resolution passed on October 15, 2021.

(2) Each Selling Shareholder has confirmed that its respective portion of the Offered Shares is eligible to be offered for sale
in the Offer in accordance with the SEBI ICDR Regulations. For details on the authorisation of each of the Selling
Shareholders in relation to the Offered Shares, see “The Offer” and “Other Regulatory and Statutory Disclosures” on
page 88 and 562, respectively.

(3) In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion is made available for
allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of £200,000 subject to the
maximum value of Allotment made to such Eligible Employee not exceeding 2500,000. The unsubscribed portion, if any,
in the Employee Reservation Portion afier allocation up to %500,000, is added to the Net Offer. For further details, see
“Offer Structure” on page 588.

2
The Offer and the Net Offer constitute 14.84% and 14.78%, respectively, of the post-Offer paid up Equity Share
capital of our Company.

Objects of the Offer

Our Company proposes to utilise the Net Proceeds towards funding the following objects:

 

 

S.No Particulars Total estimated amount / expenditure
(in Z million)
1 Funding organic growth initiatives 20,000
(i) Building scale in existing business lines and developing new 1,600
adjacent business lines
(ii) Expanding our network infrastructure 13,600
(iii) Upgrading and improving our proprietary logistics operating system 4,800
2 Funding inorganic growth through acquisitions and other strategic 10,000
initiatives
3. General corporate purposes 8,703
Total Net Proceeds 38,703

 

For further details, see “Objects of the Offer” on page 161.
Aggregate pre-Offer shareholding of Selling Shareholders

The aggregate pre-Offer shareholding of the Selling Shareholders as a percentage of the pre-Offer paid-up Equity
Share capital of our Company, as on the date of this Prospectus is set out below:

 

 

Name of Selling Shareholder ‘Number of Equity Shares held Percentage of the pre-Offer paid-up
Equity Share capital (%)

Investor Selling Shareholders

CA Swift Investments 46,131,800 7.18
Deli CMF Pte. Ltd. 6,879,000 1.07
SVF Doorbell (Cayman) Ltd 141,593,300 22.04
Times Internet Limited 31,703,900 4.94
Individual Selling Shareholders

Kapil Bharati 6,694,800 1.04
Mohit Tandon 11,664,200 1.82
Suraj Saharan 10,994,300 L71
Total 255,661,300 39.80

 

Select financial information

The following details of our Equity Share capital, instruments entirely equity in nature, net worth, total income,
restated loss, earnings per share, net asset value per Equity Share and total borrowings for the nine months period
ended December 31, 2021 and December 31, 2020, and financial years ended March 31, 2021, March 31, 2020
and March 31, 2019 and total income, restated loss for the period/year and earnings per share (basic and diluted)
for the nine months period ended December 31, 2021 and December 31, 2020, and financial years ended March
31, 2021, March 31, 2020 and March 31, 2019 are derived from the Restated Financial Statements (except as
stated in the note below):

(in million, unless otherwise specified)

 

 

Asatandfor Asatandfor 7 vag, ASataMd a aa tor
the nine the nine ae for the ae
5 ‘4 the Financial eon the Financial
months period months period Financial
Particulars Year ended Year ended
ended ended Year ended
March 31, March 31,
December 31, December 31, Bae March 31, Bais
2021 2020 2020
Equity share capital 216.68 16.24 16.33 9.75 9.58
Instruments entirely equity in 353.99 391.72 391.72
nature 425.02 353.99

a
(in million, unless otherwise specified)

 

 

As at and for As at and for Asatand for As at and caCand for
the nine the nine the Financial for the the Financial
ee months period months period Vented aa Financial "Year ended
ended ended March 31. Year ended M: 31
December 31, December 31, Ste March 31, an °
2021 2020 2020
Net worth* 59,798.47 29,148.37 28,367.97 31,704.06 33,882.83
Total income 49,114.06 28,065.29 38,382.91 29,886.29 16,948.74
Restated loss for the period/
year (8,911.39) (2,974.92) (4,157.43) (2,689.26) (17,833.04)
Restated loss per share (Note 1
& 2)
- Basic loss per share (in 8) (15.36) (8.77) (8.05) (5.22) (47.22)
- Diluted loss per share (in 2) (15.36) (8.77) (8.05) (5.22) (47.22)
Net asset value per share
(in 2) (Note 3) 93.19 56.44 54.79 61.51 65.94
Total borrowings* 3,707.81 3,394.58 3,013.43 2,568.15 936.17

 

* "Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the restated balance sheet, but does not include reserves created out of
revaluation of assets, capital reserve, write-back of depreciation and amalgamation as on December 31, 2021, December 31, 2020, March
31, 2021, March 31, 2020 and March 31, 2019. For further details, see “Other Financial Information” on page 508.

# Total borrowings = Total borrowings represents sum of current borrowings and non-current borrowings.

Notes:
1. Basic and diluted loss per share: Basic and diluted loss per share are computed in accordance with Indian Accounting Standard
33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). Ratios for the nine months period
ended December 31, 2021 and December 31, 2020 have not been annualized.
2. Loss per share for the nine months period ended December 31, 2021 and December 31, 2020 have not been annualized,

3. Net Assets Value per share (in 2): Represents Net Asset Value per equity and preference share. It is calculated as Net Worth as of
the end of relevant year/period divided by the number of equity and preference shares outstanding at the end of the year/ period.

The Restated loss per share and Net Asset Value per share disclosed above is after considering the impact of bonus and sub-
division of the issued equity shares and conversion of outstanding preference shares.

Qualifications of the Statutory Auditors which have not been given effect to in the Restated Financial
Statements

There are no qualifications of the Statutory Auditors in the examination report that have not been given effect to
in the Restated Financial Statements.

Summary of outstanding litigation

A summary of outstanding litigation proceedings involving our Company, our Subsidiaries and our Directors, as
on the date of this Prospectus is provided below:

 

 

Name of Criminal Tax Statutoryor Disciplinary actions ‘Material Aggregate
Entity Proceedings Proceedings Regulatory _by the SEBI or Stock Civil amount
Proceedings Exchange against our _Litigations _involved (in
Promoters million)*
Company
By the 8 Nil Nil N.A. 2 50.74
Company
Against the 4 24 13 N.A. 48* 411.69
Company
Directors

 

24
 

Name of Criminal Tax Statutoryor Disciplinary actions ‘Material Aggregate

 

Entity Proceedings Proceedings Regulatory _by the SEBI or Stock Civil amount
Proceedings Exchange against our _Litigations_ involved (in
Promoters million)*
By our Nil Nil Nil N.A. 1 1,625.57
Directors
Against the 8 a, 5 N.A. Nil 2.30
Directors
Promoters
By Promoters N.A. NA. NA. N.A. N.A. N.A.
Against N.A. N.A. NA. N.A. NLA. N.A.
Promoters
Subsidiaries
By 15 Nil Nil N.A. Nil 4.66
Subsidiaries
Against Nil 11 Nil N.A. Nil 638.23
Subsidiaries

 

“To the extent quantifiable.
*Consumer cases filed against our Company before various forums amounting to 22.05 million.

Further, as on the date of this Prospectus, there are no outstanding litigation proceedings involving our Group
Company, the outcome of which could have a material impact on our Company.

For further details on the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” on page 550.

Risk Factors
Specific attention of the investors is invited to the section “Risk Factors” on page 34.
Summary of contingent liabilities

The following is a summary table of our contingent liabilities derived from the Restated Financial Statements as
per Ind AS 37 as of December 31, 2021:

 

 

(in Z million)
S.No. _ Particulars As of December 31, 2021
1. Tax matter in appeal:
(a)_Income tax 344,92
(b)_ Service tax 622.58
2 Others 1.12

 

For further details of our contingent liabilities as at December 31, 2021 as per Ind AS 37 — Provision, Contingent
Liabilities and Contingent Assets, see “Restated Financial Statements — Note 45: Contingent Liability” on page
356.

Summary of related party transactions

a) Asummary of related party transactions as per the requirements under Ind AS 24 read with the SEBI ICDR
Regulations entered into by our Company with related parties as at and for the nine months period ended
December 31, 2021 and December 31, 2020 and the financial years ended March 31, 2021, March 31, 2020
and March 31, 2019 are as follows:

a) The following is the summary of transactions with related parties as per Ind AS 24 for the nine months

period ended December 31, 2021 and December 31, 2020 and year ended March 31, 2021, March 31,
2020 and March 31, 2019:

25
(in million)

 

 

KMP

26

Nine months Nine Year
Nature of period torts Year ended veer enced
S. Name of the Related 3 period ended
Ne nary transactio ended aa March 31, rare, March
ns December 2021 31,
31 2021, December 31,2020 hig
2 31, 2020
1 Remuneration to key Salary and
management personnel other
Sahil Barua employee 43.31 22.79 8.00
benefits 353.01 20.94
Mohit Tandon 5.79 13.68 7.60
- 6.79
Suraj Saharan - 4.62 8.00
62.81 :
Bhavesh Kishor - - 3.00
Manglani - -
Kapil Bharati 39.25 66.15 7.74
439.79 17.40
Ajith Pai Mangalore
367.09 77.20 11897 64.21__-104.47
Amit Agarwal
343.33 21.39 45.43 33.70 10.36
Deepak Manglani
= 0.11 0.18 2.85 1.20
Kriti Gupta
0.14 0.32 0.29 2
Vivek Kumar 7 - -
0.95 =
Sunil Kumar Bansal
3.28 = - 2
Sandeep Kumar Barasia
361.21 84.63 129.49 52.91 76.96
2 Payment to non- Fees to
executive directors non-
Anjali Bansal executive
directors 3.02 4.88 6.50 6.50 6.50
Deepak Kapoor
5.13 4.88 6.50 6.50 6.50
Hanne Birgitte
Breinbjerg Sorensen 3.56 5.61 7.50 6.90 6.90
Romesh Sobti
1.63 =
Saugata Gupta
1.63 :
Kalpana Morparia
1.42 -
Srivatsan Ranjan
4.88 4.88 6.50 6.50 6.50
3 Loan and advances to Loan and
key management advances
personnel to KMP
Sandeep Kumar Barasia - -
= 28.00 51.40
Sahil Barua 23.50 7 -
Kapil Bharati 23.50 - -
Ajith Pai Mangalore 23.50 7 -
Amit Agarwal 23.50 - -
4 Loan repayment from
(in million)

 

 

Nine months Nine Year
Nature of period torts Year ended veer enced
S. Name of the Related 3 period ended
Ne nay transactio ended ae March 31, gure, March
ns December 2021 31,
3 2021, December 31,2020 yy
: 31, 2020
Sandeep Kumar Barasia. Loan - -
repayment 25.10 0.70 1.00
Ajith Pai Mangalore from KMP
23.50 - - - -
Amit Agarwal
23.50 - - - -
Kapil Bharati
23.50 - - - -
Sahil Barua
23.50 - - - -
5 Leucon Technology Purchase
Private Limited of services 9.18 41.48 53.30 68.39 62.24
Sale of 2 = .
Service 3.27

 

*Remuneration to the key managerial personnel does not include the provisions

made for gratuity and leave encashment, as

they are determined on an actuarial basis for our Company. Share based payment amounting to $597.58 million (December
31, 2020: €131.87 million, March 31, 2021: 268.30 million, March 31, 2020: 2142.60 million, March 31, 2019: 2152.70
million) has been charged to restated consolidated summary statement of profit and loss.

b) The following are the details of transactions eliminated on consolidation during the nine months period ended
December 31, 2021, December 31, 2020, March 31, 2021, March 31, 2020 and March 31, 2019:

i) Delhivery Limited

 

 

(in & million)
Ss. Name of the Related Nature of Nine months Nine Year Year Year ended
No. party transactions period months ended ended = March 31,
ended period March 31, March 31, 2019
December ended 2021 2020
31, 2021 December
31, 2020
Transaction Transactio Transactio Transactio Transaction
for the n for the n for the nforthe for the year
period period year year
% Delhivery Corp Limited, Investment in
United Kingdom equity 20.79 40.64 40.64 20.53 58.00
Deemed - - -
investment 1.08 198.38
x Delhivery HK Pte. Ltd. Investment in
equity = z = 19.93 0.00*
Services received - - -
0.06 -
Services provided
31.23 45.43 88.19 142.51 1.63
3 Delhivery USA LLC Investment in -
equity 149.54 87.02 197.45 70.32
Deemed - - -
investment 23,11 14.41
Services provided = 7 #
72.21 16.28
Services received 3.20 0.07 3.28
4 Orion Supply Chain Investment in 7 0.10 ~
Private Limited equity - -
Loan given -
60.00 41.00 61.00 40.00
Interest income -
9.83 4.35 6.65 0.70

27
(inZ million)

 

 

 

 

 

 

S.__ Name of the Related Nature of Ninemonths Nine Year Year Year ended
No. party transactions period | months ended ~—ended_-—March 31,
ended period March 31, March31, 2019
December ended 2021 2020
31,2021 December
31, 2020
Transaction Transactio Transactio Transactio Transaction
forthe  nforthe nforthe nforthe for the year
period period year year
Deemed -
investment 0.09 :
Services received z
16.51 30.39 42.42 1.55
5 Delhivery Cross-Border Interest income
Services Private Limited
(formerly known as
Skynet Logistic Private
Limited) - : - 9.47 9.49
6 Delhivery Freight Investment in - -
Services Private Limited equity 2 0.10 0.10
Loan given -
240.00 590.00 670.00
Interest income ° :
55.50 19.26 34.39
Deemed - -
investment 43.26 13.04
Services provided 5 7
41.18 23.73 44.03
7 Delhivery Singapore Pte Investment in
Ltd equity 147.42 - - : -
8. Spoton Logistics Private Loan given
Limited 1,626.72 : :
Deemed
investment 43.40 - - : -
Services provided - - -
2.46
Interest income
52.68 : :
9. Spoton Supply Chain Services provided - - -
Solutions Private 15.15 eZ
Limited (formerly
known as RAAG
Technologies and
Services Private
Limited)
10. Delhivery Robotics LLC Deemed - - -
investment 3.81 :
% Value less than 100,000
ii) Orion Supply Chain Private Limited
(in 2 million)
Nine months _ Nine
A months Year Year
period period ended ended Year ended
ended March 31,
S. Name of the Related Nature of December, “ded = March 31, March 31, “5919
No. party transactions on et a)
4 » 31, 2020
Transaction Transactio ‘Transactio Transactio ction
forthe  nforthe nforthe nfor the
t : for the year
period period year year
1  Delhivery Freight Income from lorry s 3
Services Private Limited _hire charges 65.19 33.03 58.21
iii) Delhivery Singapore Pte Ltd.
(in 2 million)

 

28
(inZ million)

 

 

 

 

 

 

 

S. Name ofthe Related Natureof  Ninemonths Nine Year Year Year ended
No. party transactions period | months ended ~—ended_-—March 31,
ended period March 31, March31, 2019
December ended 2021 2020
31,2021 December
31, 2020
Transaction Transactio Transactio Transactio Transaction
forthe  nforthe nforthe nforthe for the year
period __period year year
I; Delhivery USA LLC
Loan given 7.45 7 : ; 7
2. Delhivery Robotics LLC Investment in
equity 38.00 x z < x
iv) Delhivery USA LLC
(in Z million)
, Nine
Nine months wonths ‘Year Year
period : Year ended
a period ended ended Myer gt,
S. Name of the Related Nature of December (nde March 31, Maryeh 2019
No. party transactions 31, 2021 oe cory
31, 2020
Transaction Transactio ‘Transactio Transactio 7,7 ction
forthe  nforthe nforthe nfor the
t : for the year
period _ period year year
Ay, Delhivery USA LLC
Advances 2.85, - - - -

 

For details of the related party transactions, see “Other Financial Information — Related Party Transactions” on
page 512.

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 other than in the normal course of the business of the relevant
financing entity during a period of six months immediately preceding the date of the Draft Red Herring Prospectus,
the Red Herring Prospectus and this Prospectus.

Weighted average price at which specified securities were acquired by the Selling Shareholders, in the last
one year preceding the date of this Prospectus

Except as disclosed below, no other Selling Shareholder has acquired equity shares and/or Preference Shares in
the one year preceding the date of this Prospectus. The weighted average price at which equity shares and/or
Preference Shares were acquired by the Selling Shareholders in the one year preceding the date of this Prospectus
is as follows:

 

 

Selling Shareholder Number of Equity Shares acquired Weighted average cost of

in the preceding year acquisition of Equity Shares

acquired (in 2)"

Investor Selling Shareholders
CA Swift Investments 46,131,800 139.88
Deli CMF Pte. Ltd. 6,879,000 142.91
SVF Doorbell (Cayman) Ltd 141,455,770 194,61
Times Internet Limited 28,000,970 Ni
Individual Selling Shareholders
Kapil Bharati 6,133,880 23.57
Mohit Tandon 10,487,780 Nile
Suraj Saharan 9,839,300 Nil**

 

“As certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated April 30, 2022, read with their

certificate dated May 14, 2022.

**Represents acquisition price of shares pursuant to bonus issue.

29
Weighted average cost of acquisition of shares transacted in the last three years and one year preceding the
date of this Prospectus*

 

 

Period Weighted Average Cost Cap Price is “X° times the Range of acquisition price:
of Acquisition (in 2) Weighted Average Cost of — Lowest Price - Highest Price (in 2)
Acquisition’
Last one year 148.38 3.28 Nil**— 400.00
Last three years 162.46 3.00 Nil** — 400.00

 

“As certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated April 30, 2022, read with their
certificate dated May 14, 2022.

“To be included upon finalisation of the Price Band for the Offer.

**Represents acquisition price of shares pursuant to bonus issue.

Average cost of acquisition of equity shares of the Selling Shareholders

The average cost of acquisition per equity share of the Selling Shareholders as at the date of this Prospectus is set
out below:

 

‘Average cost of acquisition per Equity

 

 

Selling Shareholder Number of Equity Shares acquired Share
(in)

Investor Selling Shareholders
CA Swift Investments 46,131,800 139.88
Deli CMF Pte. Ltd. 6,879,000 142.91
SVF Doorbell (Cayman) Ltd 141,593,300 196.19
Times Internet Limited 31,703,900 3.50
Individual Selling Shareholders
Kapil Bharati 6,694,800 35.18
Mohit Tandon 5 0.10
Suraj Saharan 10,994,300 0.10

 

“As certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated April 30, 2022, read with their
certificate dated May 14, 2022.

Details of price at which equity shares / Preference Shares were acquired by the Selling Shareholders and
shareholders with special rights in the last three years preceding the date of this Prospectus

Cost of acquisition of equity shares of the Company in the last three years:

 

 

 

S.No. Name of the Date of acquisition | Numberof Acquisition Mode of acquisition
acquirer/shareholder _of equity shares equity shares _ price per
acquired equity share
(in?)
Selling Shareholders
1. CA Swift Investments January 13, 2022 30,248,700 108.47 Conversion of Series E
Preference Shares
January 13, 2022 15,883,100 199.71 Conversion of Series F
Preference Shares
2 Deli CMF Pte. Ltd. January 13, 2022 4,142,400 108.47 Conversion of Series E
Preference Shares
January 13, 2022 2,736,600 195.04 Conversion of Series F
Preference Shares
3. SVE Doorbell August 8, 2020 137,530 1,821.40 Conversion of Series C
(Cayman) Ltd Preference Shares
September 29, 2021 1,237,770 N.A* Allotment of bonus
shares
January 13, 2022 16,486,200 182.14 Conversion of Series D
Preference Shares
January 13, 2022 198,700 182.14 Conversion of Series E
Preference Shares
January 13, 2022 123,533,100 198.25 Conversion of Series F
Preference Shares
4. Times Internet August 8, 2020 2,916,670 22.59 Conversion of Series A
Limited Preference Shares

 

30
 

 

S.No. Name of the Date of acquisition Number of Acquisition Mode of acquisition
acquirer/shareholder _of equity shares equity shares price per
‘acquired equity share
(in)
August 8, 2020 785,260 78.00 — Conversion of Series B
Preference Shares
August 8, 2020 12,760 226.42 — Conversion of Series C
Preference Shares
September 29, 2021 28,533,510 N.A.* Allotment of bonus
shares
5. Mohit Tandon September 29, 2021 10,497,780 N.A* Allotment of bonus
shares
6. Kapil Bharati February 3, 2021 53,400 1,896.50 Preferential allotment
September 24, 2021 160,200 904.60 Conversion of Series G
Preference Shares
September 29, 2021 6,310,080 N.A* Allotment of bonus
shares
7. Suraj Saharan September 29, 2021 10,057,590 N.A* Allotment of bonus
shares
Other shareholders with nominee director rights
8. — Sahil Barua February 3, 2021 53,400 1,896.50 Preferential allotment
September 24, 2021 160,200 904.60 — Conversion of Series G
Preference Shares
September 29, 2021 12,298,050 N.A* Allotment of bonus
shares
9. Canada Pension Plan September 27, 2019 551,460 1,821.40 Transfer
Investment Board November 28, 2019 381,580 1,821.40 Transfer
August 8, 2020 1,526,310 1,821.40 Conversion of Series B
Preference Shares
August 8, 2020 185,220 1,821.40 — Conversion of Series C
Preference Shares
September 29, 2021 23,801,130 N.A* Allotment of bonus
shares
January 13, 2022 17,220,500 182.14 Conversion of Series D
Preference Shares
January 13, 2022 153,900 182.14 Conversion of Series D1
Preference Shares
January 13, 2022 61,400 182.14 Conversion of Series E
Preference Shares
10. Nexus Ventures III September 29, 2021 9,000 N.A* Allotment of bonus
Limited shares
January 13, 2022 21,756,200 7.80 Conversion of Series B
Preference Shares
January 13, 2022 26,221,200 22.64 — Conversion of Series C
Preference Shares
January 13, 2022 9,419,400 77.50 Conversion of Series D
Preference Shares
11. Nexus Opportunity January 13, 2022 8,000,000 77.50 — Conversion of Series D
Fund Ltd Preference Shares
January 13, 2022 666,100 100.59 Conversion of Series
D1 Preference Shares
12. FedEx Express December 8, 2021 20,914,500 356.55 Preferential allotment

Transportation and
Supply Chain
Services (India)
Private Limited

 

“Bonus shares are issued without consideration. Accordingly, mentioned as N.A.

Cost of acquisition of Preference Shares of the Company in the last three years:

 

Ss. Name of the
No. acquirer/shareholder

Selling Shareholders

Date of
acquisition of
preference
shares

Number of
preference

shares acquired

‘Acquisition
price per
preference
share (in 2)

Mode of acquisition

 

31
 

Ss. Name of the Date of Number of Acquisition Mode of acquisition

 

No. acquirer/shareholder acquisition of preference price per
preference shares acquired _ preference
shares share (in 2)
i; CA Swift Investments NA. Nil N.A. NA.
2. Deli CMF Pte. Ltd. NA. Nil N.A. NA.
SVF Doorbell December 3, 13,753 18,214.00 Transfer of Series C
(Cayman) Ltd 2019 Preference Shares
3 December 3, 164,862 18,214.00 Transfer of Series D
. 2019 Preference Shares
December 3, 1,987 18,214.00 Transfer of Series E
2019 Preference Shares
4. Times Internet Limited N.A. Nil N.A. NA
5. Mohit Tandon N.A. Nil N.A. NA
6. Kapil Bharati February 3, 2021 6,408 22,615.00 Allotment of Series G
. Preference Shares
Be Suraj Saharan N.A. Nil N.A. NA
Other Shareholders with nominee director rights
a Sahil Barua February 3, 2021 6,408 22,615.00 Allotment of Series G
Preference Shares
Canada Pension Plan September 27, 152,631 18,214.00 Transfer of Series B
Investment Board 2019 Preference Shares
September 27, 18,522 18,214.00 Transfer of Series C
2019 Preference Shares
9 September 27, 172,205 18,214.00 Transfer of Series D
° 2019 Preference Shares
September 27, 1,539 18,214.00 Transfer of Series D1
2019 Preference Shares
September 27, 614 18,214.00 Transfer of Series E
2019 Preference Shares
Nexus Ventures III N.A. Nil N.A. NA.
10. fy
Limited
UW Nexus Opportunity NA. Nil NA. NA.
. Fund Ltd
FedEx Express N.A. Nil N.A. NA.
12 Transportation and
“Supply Chain Services
(India) Private Limited

Notes:

1. Till the listing and trading of the Equity Shares of our Company on BSE and NSE or the Long Stop Date, whichever is earlier, each
of (i) (a) Canada Pension Plan Investment Board, and (b) jointly, Nexus Ventures III, Ltd. and Nexus Opportunity Fund Ltd., at each
of their sole discretion, have the right to appoint one non-executive, non-independent Director on our Board, (ii) SVF Doorbell
(Cayman) Ltd has the right to appoint two non-executive, non-independent Directors on our Board, at its sole discretion, however,
pursuant to the Waiver Letter (effective until the earlier of the listing and trading of the Equity Shares of the Company on BSE and
NSE or the Long Stop Date), SVF Doorbell (Cayman) Ltd shall exercise its right to appoint only one non-executive, non-independent
director, and shall not exercise its right to appoint a second nominee director, and (iii) FedEx has the right to appoint a non-executive,
non-independent Director on our Board.

2 In terms of Part A of our Articles of Association, which will become effective automatically upon the commencement of listing and

trading of our Company's Equity Shares on the Stock Exchanges, subject to approval of the Shareholders of our Company by way of
a special resolution in the first general meeting convened after the listing of Equity Shares of our Company on the BSE and the NSE
pursuant to the Offer (i) the Board shall at all times consist of not more than 3 (three) directors from the Management Team (defined
below) of our Company (the “Management Team Directors"), as nominated by the nomination and remuneration
committee (“NRC”) of the Board, provided that such director shall be a member of the Management Team as of the date of the
appointment and shall continue to be a member of the Management Team during the term of their directorship. “Management Team”
herein means (a) each of the founders of our Company, being Sahil Barua, Suraj Saharan and Kapil Bharati, severally and not
jointly, until such founder is in the employment of our Company and/ or its Subsidiaries in senior executive capacities; and/ or (b)
such other “key managerial personnel” of our Company as may be determined by the NRC from time to time and shall include the
“key managerial personnel” of our Company identified in the offer documents, and (ii) SVF Doorbell (Cayman) Ltd shall be entitled
to nominate one director on the Board, who shall be deemed to be a non-independent director for the purposes of our Company's
Board, for as long as SVF Doorbell (Cayman) Ltd and/or its affiliates continue to hold at least 10% of our Company's issued and
outstanding paid-up share capital on a fully diluted basis.

The following are certain details with respect to Series H Preference Shares and Series I Preference Shares:

32
 

Number of Equity [_ Face Value per Equity Share

 

 

 

Preference Number of Shares allotted pple a eee
Shares Preference Shares | post-split and post- | _Pre-split Post-split 08 ©
acquisition @)
bonus

Series H 563,349 56,334,990 10 1 356.55,
Preference Shares
Series I Preference 146,961 14,696,100 10 1 380.00
Shares

 

 

 

 

 

 

Details of Pre-IPO Placement
Our Company does not propose to undertake any pre-IPO placement of its Equity Shares.
Offer of equity shares for consideration other than cash or by way of bonus in the last one year

Except as disclosed below, our Company has not issued any equity shares or preference shares for consideration
other than cash or by way of bonus issue in the last one year:

 

 

Date of Reason / No. ofequity. Facevalueper Issuepriceper Benefits accrued to our
allotment Natureof shares allotted equity share equity share Company
allotment ® ®
September Bonus issue in 16,846,803 10 N.A. N.A.
29, 2021 the ratio of
nine equity

shares for one
equity share

© Allotment of equity shares of face value of 210 each, by way of bonus issue, to such holders of equity shares of our Company, whose
names appear in the list of beneficial owners on the record date, i.e. September 28, 2021.

Split or consolidation of equity shares in the last one year
Pursuant to shareholders’ resolution dated September 29, 2021 each equity share of our Company of face value

of 10 each was split into 10 Equity Shares of face value of 21 each. Therefore, an aggregate of 18,718,670 equity
shares of 210 each were split into 187,186,700 Equity Shares of ?1 each.

33
SECTION II: RISK FACTORS

An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Prospectus, including the risks and uncertainties described below before making an investment
in our 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, our Equity Shares, or the industry in which we currently operate or propose
to operate. To the extent the COVID-19 pandemic adversely affects our business and results of operations, it may
also have the effect of heightening many of the other risks described in this section. Unless specified or quantified
in the relevant risk factors below, we are not in a position to quantify the financial or other implications 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 our Equity Shares could decline, and you may lose all or part of your investment. For more details
on our business and operations, see “Our Business”, “Industry Overview”, “Key Industry Regulations and
Policies” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” on
pages 212, 197, 242 and 520, respectively, as well as other financial information included elsewhere in this
Prospectus. In making an investment decision, you must rely on your own examination of the Company and the
terms of the Offer, including the merits and risks involved, and you should consult your tax, financial and legal
advisors about the particular consequences of investing in the Offer. Prospective investors should pay particular
attention to the fact that our Company is incorporated under the laws of India and is 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 as a result of certain factors, including but not limited to the considerations described below and
elsewhere in this Prospectus. For details, see “Forward-Looking Statements” on page 20.

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
“Logistics Market in India” dated April 21, 2022, prepared and issued by RedSeer, which has been commissioned
and paid for by us and prepared exclusively in connection with the Offer. The RedSeer Report is available at the
following web-link: _https:/www.delhivery.com/investor-relations/material-contracts/. 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. Unless
otherwise indicated or unless context requires otherwise, the financial information in this section has been derived
from the Restated Financial Statements. See “Restated Financial Statements” on page 278.

INTERNAL RISKS
Risks Relating to Our Business and Industry

1. We have a history of losses and negative cash flows from operating, investing and financing activities
and we may continue to experience losses and negative cash flows in the future as we anticipate increased
expenses in the future.

We incurred restated losses for the year/period of 717,833.04 million, %2,689.26 million, 24,157.43 million,
22,974.92 million and 28,911.39 million in Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine month periods
ended December 31, 2020 and December 31, 2021, respectively. The restated losses included a fair value loss on
financial liabilities at fair value through profit or loss of 714,806.64 million, nil, 791.95 million, nil and 22,997.39
million in Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine month periods ended December 31, 2020 and
December 31, 2021, respectively, which is a non-cash item. The fair value loss in Fiscal 2019 relates to an increase
in the fair market value of our buyback obligations for certain CCCPS as per the terms of these CCCPS, in
accordance with Ind AS 109 accounting standards. The terms of these CCCPS were modified in Fiscal 2019,
following which the buyback obligations were no longer applicable, resulting in no fair value losses in Fiscal
2020. The non-cash fair value loss in Fiscal 2021 and nine months period ended December 31, 2021 was due to
an increase in the fair market value of Series G CCCPS as per the terms of these CCCPS in accordance with Ind
AS 109 accounting standards. See “Management's Discussion and Analysis of Financial Condition and Results
of Operations” on page 520, for further details.

34
We have also incurred negative cash flows from operating, investing and financing activities in some of the
years/periods during the past three fiscal years and the nine month periods ended December 31, 2020 and
December 31, 2021. The following table sets forth the net cash inflow/(outflow) from operating, investing and
financing activities for Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine month periods ended December 31,
2020 and December 31, 2021:

 

 

 

(in million)
Nine month Nine month
Fiscal |. Fiscal periodended _ period ended
peje) (SEEN 2021 aeons nega 31,
31, 2020 2021
Net cash flow (used in)/ from operating
activities (2,426.84) (6,339.06) 47.69 (1,919.66) (5,090.97)
Net cash flow (used in)/ from investing
activities (9,394.36) (9,325.45) 3,382.92 3,584.35 (26,390.70)
Net cash flow from/(used in) financing
activities 28,584.21 (166.87) _ (1,466.99) (436.48) 31,837.51

 

For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations —
Liquidity and Capital Resources” on page 541.

We aim to provide our customers with competitively priced service offerings that help drive the growth of their
business, and in turn, the volume of their business with us. As we continue to improve our cost efficiencies, we
may pass on such cost reductions to our customers in the form of lower prices. As such, we have and may continue
to experience limited profit margins on our service offerings, which may contribute to our losses and negative
cash flows.

As the scale of our business grows further, we expect to improve our ability to absorb fixed expenses, increase
resource utilisation, enhance employee efficiency and improve our profitability. For example, our revenue from
contracts with customers has improved from 216,538.97 million in Fiscal 2019 to 336,465.27 million in Fiscal
2021 and from 226,438.66 million for the nine months period ended December 31, 2020 to 248,105.30 million
for the nine months period ended December 31, 2021, while during the same periods, (i) our other expenses as a
percentage of our revenue from contracts with customers decreased from 11.87% in Fiscal 2019 to 9.90% in Fiscal
2021 and from 10.28% for the nine months period ended December 31, 2020 to 8.78% for the nine months period
December 31, 2021, (ii) our employee benefit expense as a percentage of our revenue from contracts with
customers decreased from 20.84% in Fiscal 2019 to 16.75% in Fiscal 2021, but increased from 16.60% for the
nine months period ended December 31, 2020 to 20.22% for the nine months period ended December 31, 2021,
and (iii) our fair value loss on financial liabilities at fair value through profit or loss as a percentage of our revenue
from contracts with customers decreased from 89.53% in Fiscal 2019 to 0.25% in fiscal 2021 and increased from
nil for the nine months period ended December 31, 2020 to 6.23% for the nine months period ended December
31, 2021. As a result, as a percentage of our revenue from contracts with customers, our restated losses improved
from 107.82% in Fiscal 2019 to 11.40% in Fiscal 2021, and increased from 10.60% for the nine months period
ended December 31, 2020 to 18.14% for the nine months period ended December 31, 2021.

The following table, inter alia, provides our revenue by service for Fiscal 2019, Fiscal 2020 and Fiscal 2021 and
the nine month periods ended December 31, 2020 and December 31, 2021:

 

Fiscal 2019 Fiscal 2020 Fiscal 2021 Nine months period Nine months
ended December _ period ended
31, 2020 December 31,

2021

 

(in million, except percentages)

Sale of Services 16,538.97 27,748.25 36,354.38 26,350.52 46,230.56
Revenue from

services (a)

Sale of goods 2 57.50 110.89 88.14 1,874.74
Revenue from

sale of traded

goods (b)

35
 

Fiscal 2019 Fiscal 2020 Fiscal 2021 Nine months period —_ Nine months

ended December _ period ended
31, 2020 December 31,
2021

 

(in % million, except percentages)
Revenue from 16,538.97 27,805.75 36,465.27 26,438.66 48,105.30
contracts with
customers (a+b)

 

Restated loss for (17,833.04) (2,689.26) (4,157.43) (2,974.92) (8,911.39)
the period / year

Profit/(loss) (105.225)% (9.00)% (10.83)% (10.60)% (18.14)%
after tax margin

EBITDA (1,370.71) (1,720.47) (1,003.79) (889.99) (2,317.92)
EBITDA (8.29)% (6.19%) (2.75)% (3.37)% (4.82)%
Margin

Adjusted (1,876.44) (2,531.93) (2,532.83) (2,130.73) (348.01)
EBITDA

Adjusted (11.35)% (9.119% (6.95)% (8.06)% (0.72)%
EBITDA

Margin

Employee 3,446.39 4,908.94 6,109.23 4,387.89 9,726.30
benefit expense

Employee 20.84% 17.65% 16.75% 16.60% 20.22%

benefit expense
as a percentage
of revenue from
contracts with

customers

Freight handling 12,506.83 21,837.96 27,780.82 20,257.07 34,786.36
and servicing

cost

Freight handling 75.62% 78.54% 76.18% 76.62% 72.31%

and servicing
cost. as a
percentage of
revenue from
contracts with

customers

Purchase of - 57.69 102.08 79.73 1,750.22
traded goods

Purchase of * 0.21% 0.28% 0.30% 3.64%

traded goods as
a percentage of
revenue from
contracts with

customers
Other expenses 1,963.74 2,721.63 3,610.49 2,717.03 4,225.95
Other expenses 11.87% 9.79% 9.90% 10.28% 8.78%

as a percentage
of revenue from
contracts with

customers
ESOPs granted which are not part of Adjusted EBITDA margin calculations
ESOPs granted 5,212,400 11,742,700 1,702,000 22,220,370
7,032,500
Share based 379.44 488.05 723.12 420.72 2,168.41
payment
expense

 

Share based payment expenses corresponding to ESOPs are excluded from Adjusted EBITDA calculation. We

36
granted 7,032,500, 5,212,400, 11,742,700 and 22,220,370 ESOPs to our employees during Fiscal 2019, Fiscal
2020, Fiscal 2021 and the nine months period ended December 31, 2021, and 805,879 options thereafter until the
date of this Prospectus. Our Company is required to follow Ind AS 102 Share Based Payments in accounting for
ESOPs granted. In accordance with Ind AS 102 Share Based Payments, the cost of ESOPs is recognised as share
based payment expenses in the profit and loss statement together with a corresponding increase in share-based
payment reserves in equity, over the vesting period of these ESOPs. Please see “Management's Discussion and
Analysis of Financial Condition and Results of Operations - Non GAAP Financial Measures — Adjusted EBITDA
and Adjusted EBITDA Margin” on page 544 for more details.

We typically pay our network partners, fleet partners and manpower agencies within 60 days from the date we are
invoiced, while we offer our customers with payment terms of up to 90 days. This billing practice has contributed
and may contribute to our negative cash flows.

We also expect our costs to increase over time and our losses and negative cash flows may continue given the
investments expected to be made to grow our business and logistics infrastructure, enhance our supply chain
capabilities, develop and launch new solutions and service offerings, expand our customer base in existing
markets, penetrate new markets and continue to innovate on our technological platform. We have expended and
expect to continue expending substantial financial and other resources on technological investments, infrastructure
and our team, among other initiatives. In addition, when we become a listed company, we will incur significant
additional legal, accounting and other expenses. These efforts may be more costly than we expect and may not
result in increased revenue or growth in our business. Our Company has historically funded its liquidity and capital
requirements through cash flows from operations, equity infusions from shareholders and borrowings. Any failure
to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from
achieving profitability or positive cash flow on a consistent basis. Further, under Ind AS, any grant of ESOPs.
under ESOP Schemes results in a charge to our profit and loss statement based on the fair value of the ESOPs at
the date when the grant is made and such expenses reduce our profitability to that extent for the relevant financial
year. For details of our outstanding ESOPs, see “Capital Structure- Employee Stock Option Schemes” on page
144. If we are unable to successfully address these risks and challenges or if we are unable to generate adequate
revenue growth and manage our expenses and cash flows, we may continue to incur significant losses in the future,
which could adversely affect our ability to, among others, fund our operations, pay debts in a timely manner or
finance proposed business expansions or investments. Any of the foregoing could adversely affect our business,
cash flows, financial condition and results of operations. Moreover, failure to achieve or sustain profitability on a
consistent basis could cause the value of our Equity Shares to decline.

2. We rely on a scaled, automated and unified network infrastructure, largely comprising our logistics and
transportation facilities, for our business operations. We may not be able to manage our growth if we are
not able to maintain or expand our network infrastructure.

We have a nationwide network infrastructure, mainly comprising our logistics facilities, which include our sorting
centres, gateways, distribution centres, intermediate processing centres, returns processing centres, service
centres, fulfilment centres and warehouses (collectively, the “logistics facilities”) and our transportation facilities,
which include our owned trucks and trucks and vehicles leased from third party fleet partners. As of December
31, 2021, all of our logistics facilities were leased from third parties. Pursuant to the completion of the acquisition
of FedEx’s assets by us on December 5, 2021, ownership of nine facilities aggregating 12,671 sq. ft. is in the
process of being transferred from FedEx to us. Further, during the nine months period ended December 31, 2021,
99.52% of our trucks and transportation vehicles were leased from third-party fleet partners. Our ability to scale
our network infrastructure in a calibrated manner, while leveraging our technology, is key to our business growth
and may require substantial capital expenditures. The amount and timing of additional capital expenditures will
depend on various factors, including our forecasted shipment volume and our ability to locate and lease suitable
facilities in appropriate locations on commercially acceptable terms. During Fiscal 2019, Fiscal 2020 and Fiscal
2021 and the nine month periods ended December 31, 2020 and December 31, 2021, we had total additions in
computers/ servers, office equipment, furniture and fixtures, vehicles, plant and equipment, land and building and
leasehold improvements of 21,488.70 million, 22,077.75 million, 21,610.99 million, 21,208.29 million and
23,995.85 million, respectively. We lease a mixture of logistics facilities built to suit our business and facilities
that require further customisations to better suit our needs.

Our efforts to maintain and expand our network infrastructure or manage such expansion may be unsuccessful. If
we expand too rapidly, we may encounter financial difficulties in a business downturn if the demand for our
services falls short of our increased capacities. On the other hand, if we fail to expand our network at the necessary
pace, we may lose potential customers and market share, or a portion of our existing customers’ business to our

37
competitors. We may also not be able to locate desirable alternative sites for our facilities as our business continues
to grow, as we compete with other businesses for premises at certain locations or of desirable scale or quality. We
may be pressured to pay higher rent for the desirable sites for our facilities due to competition which may result
in lower profitability and cash flows. Moreover, in renting and setting up new logistics facilities, we may incur
additional expenses to design the facility to suit our business purpose and purchase the necessary equipment.

Some of our technology and automation implementations, newly established logistics facilities or newly
purchased transportation vehicles may not generate the efficiencies and benefits we anticipate, which could
adversely affect our operations, financial condition and cash flows. For example, installation of new box sorting
systems in our transportation hubs in Bangalore (Karnataka), Bhiwandi (Maharashtra), Kolkata (West Bengal)
and Tauru (Haryana), which are expected to increase the combined inbound rated throughput of these
transportation hubs, may not deliver the level of throughput and efficiency expected at the time of installation.
We may fail to identify the optimal location for our new logistics facilities or design them in such a way that
enables us to derive optimal returns on our investments. Moreover, we may not be successful in keeping up with
technological and automation improvements or finding suitable automation solutions that meet our needs. The
cost of implementing new technology or automation or expanding our network infrastructure can be high and we
may not be able to recover such cost if the expected efficiencies realised from such technology, automation or
expansion are not as anticipated or realised at all. Our investments in technology which comprised investments in
team and other infrastructure for data intelligence, proprietary logistics operating system, cyber security,
hardware, software, cloud infrastructure, and data science capabilities for the Fiscal 2019, Fiscal 2020 and Fiscal
2021 and for the nine month periods ended December 31, 2020 and December 31, 2021 was 943.61 million,
21,377.34 million, 71,701.66 million, 21,288.17 million and 2,418.03 million, respectively. In Fiscal 2019, Fiscal
2020 and Fiscal 2021 and the nine month periods ended December 31, 2020 and December 31, 2021, our
investments in network infrastructure which included investments in setting up facilities, certain lease payments
and other lease related costs for the initial two years of operation of certain facilities (gateways and fulfilment
centres) and investments in automation of our network infrastructure were 22,338.01 million, 73,856.50 million,
23,563.65 million, 2,627.32 million and 5,638.25 million, respectively. On December 31, 2021, we also entered
into a business co-operation agreement with Falcon Autotech Pvt. Ltd. (“Falcon”), which is in the business of
providing intralogistics automation solutions, sortation systems, conveyor systems, delivery-warehousing
systems, and pick/put to light systems. Further, our Company has acquired 34.55% of the share capital (on a fully-
diluted basis) of Falcon, pursuant to a share subscription agreement and a share purchase agreement, each dated
December 31, 2021. Moreover, our Subsidiary, Delhivery Robotics LLC (“Delhivery Robotics”) acquired,
pursuant to an asset transfer agreement dated November 17, 2021, the intellectual property of Transition Robotics,
Inc. (“TRI”), which will enable it to integrate TRI’s hardware and software solutions for unmanned aerial systems
platforms with its business. For details, see “History and Certain Corporate Matters — Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc.
in the last 10 years” on page 249.

We may choose to fund the expansion of our network infrastructure by incurring debt or seeking additional sources
of equity financing, which could also affect our future financing costs as well as our overall cash flows, financial
condition and results of operations. Our investments in our logistics facilities and transportation vehicles may not
realise the threshold returns. Furthermore, our ability to expand our network depends on our ability to obtain the
requisite approvals and permits, as well as securing strategic and desirable locations for our logistics facilities. If
we fail to obtain the requisite approvals or permits or are unable to secure strategic locations for our logistics
facilities, our business and operations could be adversely affected.

3. Any disruptions to our logistics and transportation facilities could have a material adverse effect on our
business, financial condition, cash flows and results of operations.

Our daily operations rely heavily on the orderly performance of our logistics facilities and our transportation
facilities, which are largely driven by technology. Any service disruption in our logistics facilities as a result of a
failure or disruption of the automated facilities or equipment, technological issues, lower capacity during peak
shipment volume periods, force majeure, prolonged power outage, changes in governmental planning for the land
underlying these facilities, third-party sabotages, disputes, employee delinquencies or strikes, government
inspections or regulatory orders mandating service halt or temporary or permanent shutdowns could adversely
impact our business operations. For example, any ad hoc regulatory inspection by local authorities at any of our
facilities may cause business disruptions and delay the processing and delivery of parcels. Our transportation
facilities could also face disruption, whether due to poor road infrastructure, breakdowns of vehicles, third-party
sabotage or employee delinquency or strikes, among others. The outbreak of an epidemic or a pandemic, such as
the outbreak of COVID-19 (including the Delta variant and Omicron variant), may also cause a significant

38
disruption to our business. See “The ongoing COVID-19 pandemic and measures intended to prevent its spread
have had, and may continue to have, a material and adverse effect on our business and results of operations.”
If we are required by governmental authorities to implement changes to our facilities or relocate any of our
facilities, our operating costs could materially increase as a result.

In addition, our service offerings are heavily dependent on our equipment, including data loggers, sorters,
conveyors, material handling equipment, including reach trucks and forklifts, dock leveller and profilers, some of
which are leased pursuant to long-term lease agreements. Any significant malfunction or breakdown of our
equipment may entail significant repair and maintenance costs and cause delays in our operations. Furthermore,
if we are unable to repair the malfunctioning equipment, our operations may need to be suspended until we procure
a replacement. Any malfunction or breakdown of our equipment may also cause the quality of products stored
with us to be affected. We may be liable for breach of our contractual obligations with our customers, including
for any damages to their products, and this could result in significant losses to us. In particular, shipments with a
short shelf life, such as perishable goods, could be damaged and expose us to additional losses and claims that
may exceed any insurance coverage that we have. Any breach of our obligations may result in termination of our
contracts with our customers or result in reputational damage, which could have an adverse effect on our business
and financial results. Thus, delays or damages resulting from breakdowns in our equipment could adversely impact
our reputation, which, over a period of time, could lead to a decline in business, financial performance and growth
prospects. Our Company had bad debts written off of 336.10 million, 711.06 million, 4.45 million, 74.44 million
and 21.51 million in Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine month periods ended December 31,
2020 and December 31, 2021, respectively, primarily relating to defaults by some customers on the payments.
owed by them to our Company. In addition, for the nine months ended December 31, 2020 and Fiscal 2021, our
Company recorded cost towards exceptional items - allowance for doubtful debts of 7413.30 million on account
of the anticipated non-recoverability of receivables, primarily due to restrictions imposed on certain of our
customers from operating their business in India. Since this issue had not occurred earlier, our management has.
considered it to be outside of the ordinary course of business and accordingly disclosed it as “Exceptional Items”
in the Restated Financial Statements.

Natural disasters or other unanticipated catastrophic events, including storms, heavy rains, fires, floods,
earthquakes, terrorist attacks and wars, could destroy inventory and equipment located in these facilities and
significantly impair or disrupt our business operations. See “—Natural disasters, epidemics, pandemics, acts of
war, terrorist attacks and other events could materially and adversely affect our business” on page 78. For
example, our distribution centres in Kerala and Bihar experienced electrical short circuits that sparked a fire in
September 2020 and May 2021, respectively, causing damage to shipments, for which we have submitted
insurance claims of approximately 7247,052 and 74,149, respectively.

In addition, logistics and transportation facilities that meet the requirements of modern logistics operations for
guaranteed storage and transportation safety (as applicable), optimal and flexible space utilisation and high
operational efficiency are in short supply. We may not be able to replace these facilities and equipment in a timely
manner, should any of the foregoing occur. Furthermore, the leases for the logistics facilities that we use could be
challenged by third parties or government authorities or not renewed, which may cause interruptions to our
business operations. We can provide no assurance that we will be able to find suitable replacement sites on terms
acceptable to us on a timely basis, or at all, or that we will not be subject to material liability resulting from third
parties’ challenges to our use of such properties.

In the event of service disruptions in our logistics facilities or transportation facilities, our shipment pickup and
delivery may be delayed, suspended or stopped. Such shipments would need to be redirected to other nearby
centres, and such rerouting would likely increase the risk of delays and delivery errors. At the same time, increased
shipment sorting or pickup and delivery pressure on nearby centres may negatively impact their performance and
result in adverse effects on our entire network. Any of the foregoing events may result in significant operational
interruptions and slowdowns, customer complaints and reputational damage.

4. Our funding requirements and the proposed deployment of net proceeds have not been appraised by any
bank or financial institution or any other independent agency and our management will deploy the Net
Proceeds as per its operational and business requirements. While our Company will receive proceeds
from the Fresh Issue, it will not receive any proceeds from the Offer for Sale.

We intend to utilise the Net Proceeds from the Offer for the purposes set forth in “Objects of the Offer” on page

161. The objects of the Fresh Issue have not been appraised by any bank or financial institution. While a
monitoring agency will be appointed, to monitor the utilisation of the Net Proceeds, the proposed utilisation of

39
Net Proceeds is based on current conditions, our business plans and internal management estimates and is subject
to change in light of changes in external circumstances, costs, business initiatives, other financial conditions or
business strategies. Given the competitive nature of our industry, we may revise our business plan and/or
management estimates from time to time, which may affect our funding requirements.

There is a lack of specificity around the Objects of the Offer and we have currently not earmarked the exact
amounts that will be deployed from the Net Proceeds in respect of the categories specified under each object,
since that would be contingent upon our Company’s business plans, market conditions, our Board’s analysis of
economic trends and business requirements, competitive landscape, ability to identify and consummate growth
opportunities as well as general factors affecting our results of operations, financial condition and access to capital.
Accordingly, our management will deploy the Net Proceeds as per its business and operational requirements, in
accordance with the use of proceeds set forth in “Objects of the Offer” on page 161 and applicable law.
Furthermore, pending utilisation of the Net Proceeds towards the Objects of the Offer, we will have the flexibility
to deploy the Net Proceeds and deposit the Net Proceeds temporarily in deposits with one or more scheduled
commercial banks included in the Second Schedule of Reserve Bank of India Act, 1939, as approved by our Board
or IPO Committee. Accordingly, prospective investors in the Offer will need to rely on our management’s
judgment with respect to the use of Net Proceeds.

Various risks and uncertainties, 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. For example, our plan to invest in new businesses 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. We may also use funds for
future businesses which may have risks significantly different from what we currently face or may expect.
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.

In addition to the Fresh Issue from which our Company will receive proceeds, the Offer includes an Offer for Sale
by the Selling Shareholders. Our Selling Shareholders will receive the entire proceeds from the Offer for Sale
(after deducting applicable Offer Expenses) and our Company will not receive any part of such proceeds. For
further details, see “Objects of the Offer” on page 161.

5. We employ a large workforce, and any failure to attract and retain suitably qualified and skilled
employees, labour unrest, labour union activities, increases in the cost of labour or failure to comply with
applicable labour laws could negatively affect our business.

Our business requires a substantial number of personnel, and this is likely to increase in tandem with the growth
of our business. As of December 31, 2021, we had a total of 15,392 permanent employees (excluding Spoton) and
36,956 contracted workers (excluding daily wage manpower, security guards and Spoton), in addition to
temporary workers that we hire from time to time to provide last mile delivery services. During Fiscal 2019, Fiscal
2020 and Fiscal 2021, and the nine months period ended December 31, 2021, we had 7,683, 9,975, 11,791 and
15,392 permanent employees (excluding Spoton) and experienced a monthly average attrition rate of 1.84%,
2.00%, 1.82% and 2.29%, respectively. Further, during Fiscal 2019, Fiscal 2020 and Fiscal 2021, and the nine
months period ended December 31, 2021, we had 15,956, 20,659, 21,451 and 36,956 manpower employed on a
contractual basis (excluding daily wage manpower, security guards and Spoton) and experienced a monthly
average attrition rate of 14.88%, 18.54%, 21.34% and 22.46%, respectively. As of December 31, 2021, Spoton
had a total of 1,831 permanent employees and 261 contracted workers. We also had 33,836 last mile delivery
agents, as of December 31, 2021. The salaries and benefits that we provide are determined by various factors such
as labour laws and regulations, supply and demand in micro sectors, attrition levels, and level of expertise,
customisation and productivity required for a particular activity.

Our future success greatly depends on our continued ability to attract, develop, motivate, recruit and retain suitably
qualified employees, particularly those skilled in technology, data science, industrial design, automation, robotics
and engineering. Our engineering, data sciences and product team (excluding Spoton) comprised 505 members as
of December 31, 2021. During Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine months period ended December
31, 2020 and December 31, 2021, with respect to our engineering, data sciences and product team, we incurred
employee benefit expenses of 2404.98 million, 7559.84 million, 7708.18 million, 3538.61 million and 21,036.40
million, respectively, and experienced attrition rates of 30.77%, 32.26%, 40.48%, 41.12% and 40.29% (for
employees that had been in our employment for a period of at least six months), respectively. Competition for
highly skilled personnel in the logistics industry and Indian technology industry is intense, and may further
intensify and significantly increase our employee-related costs, which may impact our profitability. We may not

40
be able to recruit and retain these personnel at compensation levels consistent with our existing compensation and
salary structure. Some of the companies with which we compete for experienced employees may have greater
resources and may be able to offer more attractive terms of employment. In addition, we invest significant time
and resources in training our employees, which increases their value to competitors who may seek to recruit them.
If we fail to retain our employees or are unable to replace them in a timely manner or at all, we could incur
significant expenses in hiring and training their replacements, and the quality of our services and our ability to
serve our customers could diminish, resulting in a material adverse effect to our business, financial condition,
cash flows, prospects and results of operations.

 

The engagement of a large contractual workforce requires us to comply with applicable labour laws. We may be
held responsible in the event that we or the manpower agencies that we contract with fail to comply with the
applicable labour laws, including failure to comply with minimum wage laws, pay wages or provide various
employment benefits, including contributions to the employees’ provident fund (“EPF”). In the event of a default
by the manpower agencies on their contracts with the contracted workers, we may be held liable. Changes in
labour laws, such as minimum wage laws, may also require us to incur additional costs, such as raising salaries or
increasing our contributions to the EPF. For example, the Gol has recently introduced (a) the Code on Wages,
2019 (“Wages Code”); (b) the Code on Social Security, 2020 (“Social Security Code”); (c) the Occupational
Safety, Health and Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 which
consolidate, subsume and replace numerous existing central labour legislations. The rules for the implementation
of these codes have not been announced, and as such, the full impact of such laws on our business, operations and
growth prospects, remain uncertain. For example, the Social Security Code aims to provide uniformity in
providing social security benefits to employees which were previously segregated under different acts and had
different applicability and coverage. The Social Security Code has introduced the concept of workers outside
traditional employer-employee work-arrangements, such as “gig workers” and “platform workers” and provides
for the mandatory registration of such workers in order to enable these workers to avail themselves of various.
employment benefits, such as life and disability cover, health and maternity benefits and old age protection, under
schemes framed under the Social Security Code from time to time. Furthermore, the Wages Code limits the
amounts that may be excluded from being accounted towards employment benefits (such as gratuity and maternity
benefits) to a maximum of 50% of the wages payable to employees. Our employee benefits expenses currently
constitute one of our largest expenses, making up 20.84%, 17.65%, 16.75% and 20.22% of our revenue from
contracts with customers in Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine months period ended December
31, 2021, respectively. Further, our contractual manpower expenses make up 17.07%, 14.49%, 12.97% and
11.00% of our revenue from contracts with customers for such period, respectively. The implementation of laws.
enhancing employee benefits may increase our employee and labour costs, thereby adversely impacting our results
of operations, cash flows, business and financial performance.

Any failure to retain a stable and dedicated workforce by us may lead to disruption to or delay in our services
provided to customers. We often need to hire additional or temporary workers to handle the significant increase
in shipment volume following special promotional events or during peak seasons of e-commerce. Although we
have not experienced any labour shortage to date, we have observed an overall tightening and increasingly
competitive labour market, particularly during the COVID-19 pandemic (including the Delta variant and Omicron
variant). During the COVID-19 outbreak, we experienced higher attrition rates and offered performance-based
bonuses to our workers to incentivise them. Labour costs are driven by market dynamics and we may experience
fluctuations in our labour costs due to increases in salary, social benefits and employee and contracted worker
headcount, particularly during peak seasons and natural disasters, such as pandemics. If we are unable to offer
competitive or attractive salaries and benefits, or pay our employees and contracted workers on time or in full, we
may lose our personnel or be unable to hire additional temporary workers during peak seasons, resulting in
insufficient delivery resources, disgruntled employees and contracted workers or lower delivery service quality in
certain parts of our network. We may not be able to raise our pricing to offset any increases in labour cost in a
timely manner or at all.

Our workers are not currently represented by any labour unions or recognised collective bargaining agreements.
If a labour dispute or conflict were to develop between us and our employees or contracted workers were to
unionise or go on strike, we could become a target for union organizing activities and suffer work stoppage for a
significant period of time. The unionisation of the workers engaged by our business partners, and any strikes,
work stoppages, industrial actions or other forms of labour unrest or collective actions directed against us or our
business partners could hinder our business operations or result in negative publicity that could adversely affect
our brand and reputation. Work stoppages can result in significant disruptions or delays in our ability to complete
deliveries. A labour dispute can be difficult to resolve and may require us to seek arbitration for resolution, which
can be time-consuming, distracting to management, expensive and difficult to predict. In addition, labour disputes

41
with a unionised employee or worker may involve substantial demands on behalf of the unionised employees or
workers, including substantial wage increases, which may not be correlated with our performance, thus impairing
our financial results. In the event that we are unable to pass on any increased labour costs to our customers, our
business operations, financial condition and cash flows may be adversely affected.

6. We rely on network partners and other third parties for certain aspects of our business, which poses
additional risks.

We operate an asset light business model, leasing all of our logistics facilities. As of December 31, 2021, we
(excluding Spoton) leased 2,835 properties and Spoton leased 169 properties to function as offices, gateways,
warehouses, hubs and last mile delivery centres (collectively, the “Facilities”). See “—AIl of our logistics
facilities are leased and some of our lease agreements may have certain irregularities. Failure to renew our
leases or to locate desirable alternatives for our facilities could materially and adversely affect our business ”
on page 62.

Excluding Spoton, we also engaged over 11,000 contractors and network partners across various first mile, middle
mile and last mile services for the nine months period ended December 31, 2021, and 33,836 last mile delivery
agents in the month of December 2021, while we operate a portion of the middle mile operations. We also engage
contractual manpower agencies to provide a large number of contracted workers for our logistics facilities. As of
December 31, 2021, 36,956 contracted workers were active in our operations (excluding daily wage manpower,
security guards and Spoton), and 261 contracted workers were active in Spoton’s operations. We enter into
agreements with manpower agencies and do not have any direct contractual relationship with contracted workers.
We have limited control and supervision over our network partners, fleet partners and contracted workers. While
our agreements with network partners, fleet partners and manpower agencies provide that we are not liable to their
respective personnel, including for wage payments, if our network partners, fleet partners or manpower agencies
violate any relevant labour laws, regulations or their employment agreements with their respective personnel, such
personnel may file a claim against us, including filing wage claims, as they provided their services at our facilities.
As a result, we may incur additional costs.

In addition, 99.52% of our total trucks and other transportation vehicles were leased from third-party fleet partners
during the nine months period ended December 31, 2021. We compete with other companies in our industry as
well as other industries for network partners, labour, trucks and fleet partners. Such competition may affect the
overall stability of our workforce and the performance of our network. Our Retention Rate of material network
partners, fleet partners and manpower agencies with an annual billing of more than 25.00 million was 95.45%,
97.06% and 94.92% for Fiscal 2019, Fiscal 2020 and Fiscal 2021, respectively. We may not retain certain network
partners in case of any deficiency in services provided or their inability to meet the performance standards required
by us. We may have to pay higher prices to network partners, fleet partners and manpower agencies, particularly
during peak seasons in the logistics industry when trucks and manpower are in short supply, which may result in
lower profitability and insufficient cash flows. Fleet partners are also responsible for the servicing and
maintenance of the leased vehicles. If they do not provide adequate or reliable vehicles or trucks of the size which
can service the needs of our customers, it could result in a shortage of transportation vehicles, vehicle breakdowns
or delays in or damage to shipments, any of which could result in loss of business and also adversely affect our
reputation, financial condition, cash flows and results of operations.

Our network partners, fleet partners and manpower agencies may not be able to provide the required number or
type of trucks or personnel in time. We have implemented various measures to detect and reduce the occurrence
of fraudulent activities, such as encouraging the reporting of concerns, evaluation of vendors, restricting or
suspending some marketplace sellers and service providers, and implementing GPS monitoring of our fleets. We
also evaluate the qualification of network partners, fleet partners and contracted workers prior to their
appointment, provide network partners and contracted workers with extensive ongoing training through online
applications and periodically review their performance. However, despite these measures, these third parties may
fail to operate in accordance with our instructions, policies and business guidelines. In particular, some of our
network partners and contracted workers directly interact with end customers, and their performance directly
affects our brand, reputation and customers’ experience. For example, they may be negligent or unprofessional in
their conduct, or breach our policies and procedures, such as engaging in theft of shipments or cash received from
customers upon delivery or engaging in other fraudulent activities, violate laws and regulations, provide
unsatisfactory customer service, wilfully or inadvertently breach our customers’ trust or engage in actions that
result in delayed deliveries. Due to the large shipment volume handled through our network, we may not be able
to identify every incident of inappropriate, illegal or fraudulent activities involving our platform, or prevent all
such activities from occurring. As a result of such occurrences, our reputation may be adversely affected and we

42
may lose customers and suffer financial losses. While we maintain insurance policies covering loss of cash, such
policies may not fully cover losses arising from fraudulent activities. See “—We face risks associated with
shipments handled and transported through our network and risks associated with transportation and cash-
on-delivery, which may not be fully covered by our insurance policies” on page 57.

 

Moreover, in the event of changes in the laws and regulations around the qualifications of transportation vehicles,
we, our network partners and our third-party fleet partners may be required to make significant additional
expenditures. For example, the Government of NCT of Delhi notified a draft policy on January 15, 2022 that
requires ride aggregators and delivery service providers to ensure that (i) in the three months thereafter, at least
10% of new two-wheelers and at least 5% of new four-wheelers being added to their fleet are electric vehicles,
and (ii) at least 50% of two-wheelers and at least 25% of four-wheelers in the fleet of such delivery service
providers constitute electric vehicles by March 2023. If such policy is notified in its current form or with other
onerous amendments, we, our network partners and our third-party fleet partners would be required to incur
additional costs in order to comply with the same. Similarly, in August 2016, vehicle manufacturers in India
agreed to Gol’s demand to meet the “BS-VI” emission norms by 2020. To register new vehicles, we, our network.
partners and our third-party fleet partners may be required to invest in new vehicles that comply with “BS-VI”
emission norms, which may lead to increased costs and result in higher operational costs for us.

Our agreements with network partners generally have no fixed term but can be terminated by either party under
certain circumstances, while our agreements with third-party fleet partners generally have a term of 22 months
and our agreements with manpower agencies generally have a term of 12 months. Pursuant to the relevant
contracts, such counterparties may generally elect to renew the agreement upon expiration in order to remain in
our network. Failure to renew our agreements with key business partners in a timely manner or on commercially
reasonable terms or at all, may materially and adversely disrupt our business operations, particularly within the
areas covered by such partners, and in turn, our financial performance and growth prospects. We may not be able
to find new replacement partners that meet our established standards in a timely manner or at all. In addition, as
‘we continue to expand our business in various regions in India, we may encounter a shortage of potential network
partners or third-party fleet partners meeting our quality standards and selection criteria, which may hinder the
growth of our business. The agreements with the network partners and fleet partners are aimed at securing and
governing the terms and conditions related to transportation and warehousing services which are to be provided
by such network partners and fleet partners. These agreements set out the scope, interest and benefits of our
engagement with our network partners and fleet partners, including the scope of vehicle rental services, fees and
charges. Further, the contracts with the manpower agencies govern the terms and scope of services, and fees and
charges of the manpower supplied by such agencies in relation to the handling of shipments and freight.

In addition, we rely on third-party software and services that are critical to our ability to maintain a high level of
automation. For example, we rely on cloud service partners to provide and manage server infrastructure. If any of
such third party terminates its relationship with us or refuses to renew its agreement with us on commercially
reasonable terms, we would need to find an alternate provider and may not be able to secure similar terms or
replace such providers in an acceptable time frame. We also rely on other software and services supplied by
vendors, such as payroll and human resources management, and our business may be adversely affected to the
extent such software and services do not meet our expectations, contain errors or vulnerabilities, are compromised
or experience outages. Any of these risks could increase our costs and adversely affect our business, financial
condition, cash flows and results of operations. Furthermore, any negative publicity related to any of our third-
party partners, including any publicity related to quality standards or safety concerns, could adversely affect our
reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

7. Our long-term growth and competitiveness are highly dependent on our ability to control costs and pass
on any increase in operating expenses to customers, while continuing to offer competitive pricing.

To maintain competitive pricing and enhance our profit margins, we must continuously control our costs.
Employee benefits expense, line haul expenses, contractual manpower expenses, vehicle rental expenses, rent and
power, fuel and water charges represent some of our most significant recurring operating costs and an increase in
such costs or an inability to pass on some or all of such increase to our customers will adversely affect our results
of operations and cash flows. Rental costs for our leased facilities and pricing for our leased vehicles are subject
to potential increases, with the former being subject to contractual escalations. Our facility lease agreements
provide for rent increases generally in the range of 7% per year, while our vehicle lease agreements are short-term
in nature, with rental prices linked to the market price of diesel fuel. We may not be able to renew our leases for
our facilities or vehicles on favourable terms or at favourable prices. In addition, pursuant to our agreements with
network partners, we are responsible for paying the fuel costs incurred. Under our PTL, supply chain and FTL.
agreements, the fuel price is determined by the specified fuel index which benchmarks the price to market prices,

43
thereby minimizing fluctuations in fuel prices incurred by us. The benchmark price is recalculated monthly for
PTL agreements and on a quarterly basis for other agreements. The cost of fuel has increased in recent years and
fluctuates significantly due to various factors beyond our control, including, international prices of crude oil and
petroleum products, global and regional demand and supply conditions, geopolitical uncertainties, import cost of
crude oil, domestic taxes, government policies and regulations and availability of alternative fuels. In addition,
the Gol deregulated diesel prices in India, removing certain subsidies on diesel prices, and the price of diesel and
consequently our fuel cost, have fluctuated significantly in recent periods. Our transportation partners may raise
their service fees in response to increases in fuel cost. Furthermore, the Gol may implement new laws or other
regulations and policies that could affect the logistics industry in general, including requiring additional approvals
or licenses, imposing additional restrictions on our or our third-party network partners’ operations or tightening
the enforcement of existing or new laws or regulations, any of which could require us to incur additional expenses
to comply with such laws and regulations. See “—Our business is subject to various laws and regulations which
are constantly evolving. If we or our third-party network partners are deemed to be not in compliance with any
of these laws and regulations, our business, reputation, financial condition, cash flows and results of
operations may be materially and adversely impacted” on page 52. If we suffer any increases in expenses and
are unable to pass on such increases to our customers, our operating margins, and consequently, our business and
profitability may be adversely affected.

The table below sets forth our key operating costs, which include freight handling and servicing cost, employee
benefit expenses, rental expenses and other expenses. The expenses are incurred across our express parcel, PTL.
freight, TL freight, supply chain and cross-border service offerings. The table below also sets forth the shipment
volumes for our Express Parcel service offering and the freight volumes for our PTL service offering (excluding
those of Spoton):

 

Unit Fiscal 2019 Fiscal 2020 Fiscal 2021 Nine months Nine months

period ended period ended
December 31, December 31,
2020 2021

Key Operating in % millions 17,916.96 29,468.53 37,500.54 27,361.99 48,738.61

Costs

Express Parcel million 148.49 224.55 289.20 207.27 406.51

Shipments

Part Truck tonnes 121,626 243,400 373,854 235,585 438,795,

Load

(excluding

Spoton)

 

 

In addition, in Fiscal 2021 and the nine months period ended December 31, 2021, Spoton delivered 758,730 tonnes
and 683,999 tonnes of PTL shipments, respectively.

Effective cost-control measures have a direct impact on our financial condition, cash flows and results of
operations. We have adopted various cost-control measures. For example, fuel cost can be reduced through the
use of more fuel-efficient vehicles, and unit transportation cost can be reduced by adding cost efficient, high-
capacity line-haul trucks to our self-owned and vendor fleet and employee and contracted manpower costs can be
contained through the deployment of more automation equipment at our sorting hubs. We will continue to adopt
new cost control measures as necessary and appropriate. However, the measures we have adopted or will adopt
in the future may not be as effective as expected in improving our financial condition, cash flows and results of
operations. In the event of a significant increase in our operating costs, whether as a result of increases in fuel
prices, third-party transportation service charges, rent or other costs, our profitability may decrease if we are
unable to adopt effective cost control-measures or pass on incremental costs to our customers. We may not be
able to immediately pass on any short-term increases in service fees charged by our network partners, fleet partners
or manpower agencies to our customers. We have significant operating leverage in our business operations, and
as the scale of our business grows further, we will improve our ability to absorb fixed expenses, increase resource
utilisation, enhance employee efficiency and improve our profitability, while maintaining service speed and
reliability. For instance, our revenue from contracts with customers has improved from 216,538.97 million in
Fiscal 2019 to 236,465.27 million in Fiscal 2021, while our restated loss for the year has improved from
217,833.04 million in Fiscal 2019 to 22,689.26 million in Fiscal 2020, then increased to %4,157.43 million in
Fiscal 2021, and increased from 22,974.92 million for the nine months period ended December 31, 2020 to
28,911.39 million for the nine months period ended December 31, 2021. Our total income increased from
216,948.74 million in Fiscal 2019 to 329,886.29 million in Fiscal 2020 and to 338,382.91 million in Fiscal 2021,
and from 228,065.29 million for the nine months period ended December 31, 2020 to 249,114.06 million for the

44
nine months period ended December 31, 2021. Our fair value loss on financial liabilities at fair value through
profit or loss as a percentage of revenue from contract with customers was 89.53%, nil, 0.25%, nil, and 6.23% in
Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine months periods ended December 31, 2020 and December 31,
2021, respectively.

Our profit/(loss) after tax margin improved from (105.22)% in Fiscal 2019 to (9.00)% in Fiscal 2020 and decreased
slightly to (10.83)% in Fiscal 2021, and further declined from (10.60)% in the nine months period ended December
31, 2020 to (18.14)% in the nine months period ended December 31, 2021. Our EBITDA margin improved from
(8.29)% in Fiscal 2019 to (6.19)% in Fiscal 2020 and to (2.75)% in Fiscal 2021, while declining from (3.37)% in
the nine months period ended December 31, 2020 to (4.82)% in the nine months period ended December 31, 2021.
Our Adjusted EBITDA Margin has improved from (11.35%) in Fiscal 2019 to (9.11%) in Fiscal 2020 and to
(6.95%) in Fiscal 2021, and from (8.06)% for the nine months period ended December 31, 2020 to (0.72)% for
the nine months period ended December 31, 2021, respectively. The Adjusted EBITDA margin has improved for
the nine months period ended December 31, 2021 despite the impact of COVID-19 and the impact of investments
for capacity expansion that we undertook during the nine months period ended December 31, 2021 to address the
seasonality-driven volume increase in the second half of Fiscal 2021.

In general, our prices, based on varying combinations of weight, distance, the zone the shipment has to travel to
and the size of the truck based on the service type, have declined over time, due to various factors, including our
cost optimisation efforts and strategic pricing actions. However, increased investments, the lowering of prices or
the offering of innovative services by our competitors may require us to divert significant managerial, financial
and human resources to remain competitive. If we are not able to effectively control our cost and adjust to changes
in market conditions, our profitability and cash flows may be adversely affected. Our adjusted EBITDA is also
affected by a variety of other factors, such as shipment volume, utilisation rates of our vehicles and logistics
facilities and the productivity of our employees, contracted workers and agents.

8. We have certain contingent liabilities which, if they materialize, may affect our results of operations,
financial condition and cash flows.

As of March 31, 2019, March 31, 2020, March 31, 2021 and December 31, 2021, we had the following contingent
liabilities, as per Ind AS 37, mainly comprising claims against us in direct tax proceedings which are not
acknowledged as debt.

 

 

‘As of March 31, ‘As of December 31,
2019 2020 2021 2021

Claims disputed by us: (@ in million)

Claims against the Group not

acknowledged as debts:

Tax matters on appeal: Income tax 1,835.70 1,835.70 344,92 344,92

Service tax - - - 622.58
Others: 0.50 0.50 0.50 1.12

 

For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations -
Contingent Liabilities” on page 546 for more information. Any or all of these contingent liabilities may crystallise
and become actual liabilities. In the event that any of our contingent liabilities become non-contingent, our
business, financial condition, cash flows and results of operations may be adversely affected. Furthermore, there
can be no assurance that we will not incur similar or increased levels of contingent liabilities in the current fiscal
year or in the future.

9. Although we continue to diversify our customer base, e-commerce customers contribute a majority of our
shipment volume. Accordingly, our business and growth are highly correlated with the growth of the e-
commerce industry and more generally, commerce, in India.

During our initial years, we were heavily reliant on e-commerce customers. We have since diversified into other
industry verticals, including customer electronics, consumer durables, FMCG, healthcare, lifestyle, automobiles
and manufacturing. However, our e-commerce customers’ contribution to our total revenue continues to be
significant. For Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine months period ended December 31, 2020 and
December 31, 2021, our revenue from express parcel services, which largely cater to e-commerce customers
contributed 213,730.73 million, 219,288.56 million, 325,505.15 million, 218,830.38 million and 229,587.59
million of revenue from contract with customers, respectively, or 83.02%, 69.37%, 69.94%, 71.22% and 61.51%
of our revenue from contracts with customers during the same period, respectively. According to the RedSeer

45
Report, which has been exclusively commissioned and paid for by us in connection with the Offer, we had a
market share of approximately 24% to 25% of the overall e-commerce parcel volumes (including captive players)
in India for the three months period ended December 31, 2021.

Our business and growth are therefore highly correlated with the viability and prospects of the e-commerce
industry and broader commerce in India. In particular, our business relies on certain Indian online marketplaces.
and e-commerce companies. E-commerce companies tend to partner with third-party logistics and supply chain
service providers due to the high cost, operational inefficiencies and difficulty associated with the development
of in-house logistics and supply chain expertise. If, however, our customers are able to develop their own logistics
and supply chain solutions, increase utilisation of their in-house supply chain, reduce their logistics spending or
their allocation of shipment volumes to us, or otherwise choose to terminate our services, our business, financial
performance and growth prospectus would be materially and adversely affected. See “—We operate in a highly
fragmented industry and face intense competition, which could adversely affect our results of operations and
market share.”

Any uncertainties relating to the growth, profitability and regulatory regime of commerce in India could have a
significant impact on us. In particular, e-commerce and broader commerce in India is affected by several factors,
most of which are beyond our control. These factors include, among others:

e the growth of broadband and mobile internet penetration and usage in India;

consumer comfort with online shopping;

« the consumption power and disposable income of consumers in India, as well as changes in demographics
and consumer tastes and preferences;

e the availability, reliability and security of e-commerce platforms and online transactions;

e the selection, price and popularity of products offered on e-commerce platforms;

e the development of fulfilment, payment and other ancillary services;

e the continuing impact of the COVID-19 pandemic, including any COVID-19 variants, and the ensuing
government restrictions on the Indian economy and consequent changes in customers’ consumption

behaviour;

« the continued integration of online and offline retail channels by large commerce platforms and various retail
merchants to enhance customers’ shopping experience;

e usability, functionality and features of e-commerce platforms; and

« changes in laws and regulations, as well as government policies, that govern the commerce industry in India.
Commerce is highly sensitive to changes in macroeconomic conditions, and consumer spending tends to
materially decline during recessionary periods. A number of factors can adversely affect consumer confidence
and spending behaviour, such as customer perception of the reliability and quality of online purchases, concerns
of delayed shipments or the inconvenience or cost of returning or exchanging online purchases or concerns of the
security of online transactions and the protection of customers’ data privacy, which could in turn materially and
adversely affect our growth and profitability.

10. We have issued Equity Shares during the last one year at a price that may be below the Offer Price.

Our Company has made the following allotments of equity shares in the last one year from the date of this
Prospectus:

46
 

Dates of allotment Reason / Nature of allotment* No. of equity Face Issue Nature of

 

shares value price _ consideration
allotted per per
equity equity
share share
@) @
Exercise of stock options 10,130 10 = 225.94 Cash
Exercise of stock options 20,000 10 1,163 Cash
February 19, 2021 - Exercise of stock options 2,183 10 1,509 Cash
September 29, 2021 Exercise of stock options 46,397 10 1,628 Cash
Exercise of stock options 10,880 10 2,985 Cash
Exercise of stock options 3,175 10 453 Cash
Conversion of Series G Preference Shares
September 24, 2021 into equity shares of face value of 210 116,103 1000 NAL NA.
each
September 29, 2021 Bonus issue in the ratio of nine equity 16 g46,803 100 ONAL NA.

shares for every equity share

Pursuant to shareholders’ resolution dated September 29, 2021 each equity share of our Company of face value of 210 each
was split into 10 Equity Shares of face value of 21 each. Therefore, an aggregate of 18,718,670 equity shares of 210 each
were split into 187,186,700 Equity Shares of 21 each.

Exercise of stock options 675,900 1 2.26 Cash
Exercise of stock options 161,100 1 3.9 Cash
Exercise of stock options 466,900 1 15.09 Cash
October 22, 2021 - , . 5
Tantsey10,.2022 Exercise of stock options 1,694,100 1 29.85 Cash
Exercise of stock options 3,714,500 1 16.28 Cash
Exercise of stock options 235,200 1 4.53 Cash
Exercise of stock options 2,052,700 1 11.63 Cash
December 8, 2021 _ Preferential allotment 20,914,500 1 356.55 Cash
January 13, 2022 Conversion of ‘mutstanding Seles Be sy ge 9gg 1 NA NA.
Preference Shares
Conversion _ of outstanding Series C 36,531,000 1 NA. NA.
Preference Shares
Conversion i of outstanding Series D 65,355,100 1 NA. NA.
Preference Shares
Conversion of outstanding Series D1 4,447,900 1 NA. NA.
Preference Shares
Conversion of outstanding Series E 80,113,900 1 NA. NA.
Preference Shares
Conversion of outstanding Series F 145,769,400 1 NA. NA.
Preference Shares
Conversion of outstanding Series H 56,334,900 1 NA. NA.
Preference Shares)
Conversion of outstanding Series 1 14 606 499 i he AL
Preference Shares?)
April 19, 2022 Exercise of stock options 70,871 1 16.28 Cash
Exercise of stock options 188,856 129.85 Cash

 

(563,349 Series H Preference Shares were issued at a price of 35,655 per preference share. Subsequent to issuance of bonus equity
shares on September 29, 2021 in the ratio of 9:1 to shareholders as on the record date, September 28, 2021, and split of each equity
share of face value of 210 of our Company into 10 Equity Shares of face value of 21 each, pursuant to shareholders’ resolution dated
September 29, 2021, 563,349 Series H Preference Shares were converted into 56,334,900 Equity Shares. Therefore, the implied average
cost of acquisition per Series H Preference Share is %356.55.

(2) 146,961 Series I Preference Shares were issued at a price of %38,000 per preference share. Subsequent to issuance of bonus equity
shares on September 29, 2021 in the ratio of 9:1 to shareholders as on the record date, September 28, 2021, and split of each equity
share of face value of 210 of our Company into 10 Equity Shares of face value of 21 each, pursuant to shareholders’ resolution dated
September 29, 2021, 146,961 Series I Preference Shares were converted into 14,696,100 Equity Shares. Therefore, the implied average
cost of acquisition per Series I Preference Share is 2380.00.

 

The following are certain details with respect to Series H Preference Shares and Series I Preference Shares:

47
 

Number of Equity Face Value per Equity Share

 

Preference Number of Shares allotted Tnplied average
Shares Preference Shares _post-split and post- _—Pre-split Post-split eee
is acquisition @)
Series H 563,349 56,334,990 10 1 356.55,
Preference Shares
Series | Preference 146,961 14,696,100 10 1 380.00
Shares

 

For further details of Equity Shares issued during the last year, including the names of the respective allottees,
refer to “Capital Structure — Notes to Capital Structure — History of equity share capital of our Company” on
page 117.

Our Company has made the following allotments of Preference Shares in the last one year:

 

 

NT f Face value Issue price
o. ol
er er
Dates of Reason / Nature of Preference Preteven ce ne Nature of
allotment allotment* Shares Share Share consideration
allotted
@ i)
Series H Preference Shares of face value 7100 each
May 31, 2021 Preferential allotment 563,349** 100 35,655 Cash
Series I Preference Shares of face value of 7100 each
September 2, Preferential allotment 146,961** 100 38,000 Cash

2021
**All outstanding Preference Shares were converted into Equity Shares prior to the filing of the Red Herring Prospectus with
the RoC, pursuant to a Board resolution dated January 13, 2022.

 

Note: Pursuant to a resolution passed by our Board on September 17, 2021 and by our shareholders’ on September 27, 2021,
our Company approved a bonus issuance to its shareholders as on the record date, September 28, 2021. Further, pursuant to
a resolution passed by our Board on September 24, 2021 and by our shareholders’ on September 29, 2021, each equity share
of face value of 210 each of our Company was split into 10 Equity Shares of face value of 21 each.

For further details of Preference Shares issued during the last year, including the names of the respective allottees,
refer to “Capital Structure — Notes to Capital Structure — History of preference share capital of our Company”
on page 131.

The price at which securities have been issued by our Company in the immediately preceding year is not indicative
of the price at which the Equity Shares will be issued or traded, and may be below the Offer Price.

11. Our Statutory Auditors have included an Emphasis of Matter on certain of our financial statements.

Our Statutory Auditors in their audit report on the Interim Consolidated financial statements as of and for the nine
months period ended December 31, 2021 and their audit report on the Special Purpose Consolidated Financial
Statements of Spoton as of and for the nine month period ended December 31, 2021, and BSR & Associates LLP,
the predecessor statutory auditors of Spoton, in its audit report on the Special Purpose Consolidated Financial
Statements of Spoton as of and for the fiscal year ended March 31, 2021, have included an Emphasis of Matter in
such reports drawing attention to the Scheme of Arrangement (“Scheme”) for amalgamation of Vankatesh Pharma
Private Limited and Spoton. In accordance with the Scheme, which was approved by the NCLT, Ahmedabad,
vide its order dated November 27, 2019, we continue to amortize goodwill over a period of five years in such
financial statements, which overrides the relevant requirement of Ind AS 103 Business Combination and Ind AS
36 Impairment of Assets, which state that acquired goodwill is not permitted to be amortized and is required to be
tested annually for impairment. Additionally, our Statutory Auditors also included an Emphasis of Matter in their
examination report on the Restated Financial Statements indicating that their audit report on the Audited Interim
Consolidated Ind AS Financial Statements included an emphasis of matter related to Spoton, to state that, in
accordance with the Scheme approved by the NCLT, Spoton continues to amortise Goodwill over a period of five
years, which overrides the relevant requirement of Ind AS.

48
Further, in their audit report on the Special Purpose Consolidated Financial Statements of Spoton as of and for the
fiscal year ended March 31, 2021, BSR & Associates LLP drew attention to the basis of preparation of the Special
Purpose Consolidated Financial Statements, which have been prepared for the purpose of preparation of proforma
financial statements by the Company for inclusion in its offer documents in respect of the Offer pursuant to the
requirements of the SEBI ICDR Regulations. As a result, the Special Purpose Consolidated Financial Statements
are not statutory financial statements and do not include disclosures such as transition date balance sheet,
comparative information and certain other disclosures as required under Ind AS and presentation requirements of
Division II of Schedule III of the Companies Act, 2013 and accordingly may not be suitable for other purposes.

Our Statutory Auditors have also included an Emphasis of Matter in their examination report on the Restated
Financial Statements indicating that their audit report on the Audited Interim Consolidated Ind AS Financial
Statements included an emphasis of matter related to Spoton, to state that, in accordance with the Scheme
approved by the NCLT, Spoton continues to amortise goodwill over a period of five years, which overrides the
relevant requirement of Ind AS. Our Statutory Auditors have further included an Emphasis of Matter in their
assurance report on the Pro Forma Financial Statements as at and for the year ended March 31, 2021 and the nine
month period ended December 31, 2021, indicating the same.

12. We have entered into, and will continue to enter into, related party transactions which may potentially
involve conflicts of interest.

In the ordinary course of our business, we enter into and will continue to enter into transactions with related
parties. The related party transactions entered into by our Company are approved by our Audit Committee, a
committee constituted by our Board by way of a resolution passed at its meeting held on October 13, 2021. We
have entered into various related party transactions whose arithmetic aggregated absolute total amounts to 315.97
million, 7355.70 million, 609.41 million, 7319.20 million and 22,104.43 million, representing 1.91%, 1.28%,
1.67%, 1.21% and 4.37% of our revenue from contracts with customers in Fiscal 2019, Fiscal 2020 and Fiscal
2021 and the nine month periods ended December 31, 2020 and December 31, 2021, respectively.

The following table sets forth a summary of our related party transactions post-intercompany eliminations for
Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine month periods ended December 31, 2020 and 2021.

 

 

Nine
months
period Nine months
ended period ended
Name of the Nature of December December 31,
Related Party Transactions Fiscal 2019 Fiscal 2020 Fiscal 2021 31, 2020 2021
(in & million)
Remuneration to Salary and other
key management employee
personnel benefits 227.33 260.91 382.71 228.78 2,144.97
Payment tonon- Fees to non-
executive executive
directors directors 26.40 26.40 27.00 20.25 21.27
Loan and
advances to key — Loan and
management advances to
personnel KMP ome — 145.4 28.00 :
Loan repayment
from KMP Loan repayment — =< 1.00 0.70 119.10
Purchase of
services from
Leucon
Technology
Associate Private Limited 62.24 68.39 53.30 41.48 9.18
Sale of services
to Leucon
Technology
Private Limited = ms =< = 3.27

 

49
For details regarding our related party transactions, see “Other Financial Information - Related Party
Transactions” on page 512.

While we believe that all such related party transactions that we have entered into are legitimate business
transactions conducted on an arm’s length basis in accordance with the Companies Act and other applicable
regulations pertaining to the evaluation and approval of such transactions and all related party transactions that
we may enter into post-listing will be subject to board or shareholders’ approval, as necessary under the
Companies Act and the SEBI Listing Regulations, in the interest of the Company and its shareholders and in
compliance with the SEBI Listing Regulations, we cannot assure you these arrangements in the future, or any
future related party transactions that we may enter into, individually or in the aggregate, will not have an adverse
effect on our business, financial condition, results of operations, cash flows and prospects. Furthermore, any future
transactions with our related parties could potentially involve conflicts of interest which may be detrimental to
our Company. There can be no assurance that our Directors and executive officers will be able to address such
conflicts of interests or others in the future.

 

13. Our technology infrastructure is critical to our business operations and growth prospects, and failure to
improve or effectively utilise our technology infrastructure or prevent disruptions to our technology
infrastructure could harm our business operations, reputation and growth prospects.

Our proprietary technology infrastructure powered by our self-developed software, applications and data-science
capabilities orchestrates our network. We also depend on our technology systems to control our logistics
Operations, manage inventory, process and bill shipments, process payments and record cash payments by
customers, amongst other processes. Accordingly, reliability, availability and consistent performance of our
technology infrastructure is critical to our ability to operate our business and deliver high-quality customer service.
Any errors, bugs or malfunctioning of our technology systems can adversely affect our financials and results of
operations. Furthermore, any error in the billing system could disrupt our operations and impact our ability to
provide or bill for our services, retain customers, attract new customers, or negatively impact overall customer
experience. For example, in August 2020, certain software errors during the planned upgradation of our systems.
resulted in anomalies in providing the requisite information in the e-way bills of certain vehicles for a brief period
of time and resulted in us incurring a government penalty, inter alia, under section 129 of the Central Goods and
Services Tax Act, 2017 read with rule 138 of the Central Goods and Services Tax Rules, 2017. In August 2021,
some of our applications experienced a downtime on account of a sharp surge in traffic causing delays in shipment
deliveries in certain cases. In January 2021, certain software errors in our billing systems caused delays in release
of cash-on-delivery collected to the customers.

Our business requires us to be capable of processing large quantities of data and information efficiently. To
support the large number of transactions made on our platform, we integrate our technology systems with our
customers’ systems. We may fail to successfully integrate our information technology systems with those of our
customers or may face difficulties in doing so, any of which may adversely affect the quality of our service and
our relationship with such customers. Moreover, if any of our customers inappropriately revises data or
information without our authorisation or fails to maintain data integrity, or if any party penetrates our network
and damages data and compromises security or otherwise impedes the normal operation of the database, our
business operations may be materially and adversely affected or interrupted. Furthermore, changes to our
customers’ IT systems, which we integrate with, may also materially and adversely affect our business operations.

Our systems, or those of third-parties upon which we rely, are vulnerable to service interruptions or degradation
or other performance problems attributable to a variety of factors, including hardware and software defects or
malfunctions, system failures, unexpected high volume of transactions, distributed denial-of-service and other
cyberattacks, infrastructure changes, human error, earthquakes, hurricanes, floods, fires and other natural
disasters, power losses, disruptions in telecommunications services, unauthorised access, fraud, military or
political conflicts, terrorist attacks, legal or regulatory takedowns, computer viruses, ransomware, malware, or
other events. Our systems may also be subject to break-ins, sabotage, theft and intentional acts of vandalism,
including by our own employees. Any issues impairing the functionality and effectiveness of our systems could
result in unanticipated system disruptions, slower response time and impaired user experiences, as well as delays
or inaccuracies in reporting operating and financial information, which will also impact our ability to provide
secure and seamless access to our platforms. In addition, any errors, vulnerabilities or infringements discovered
in our code or from third-party software could result in negative publicity, a loss of customer or loss of revenue,
legal proceedings, and access or other performance issues.

50
While we typically release periodic updates to our software and applications to fix bugs, errors and vulnerabilities,
‘we may not, in certain instances, be able to identify the cause of any performance problems in a timely manner.
Such vulnerabilities could also be exploited by malicious viruses and result in exposure of data of the participants
on our platform, or otherwise result in a security breach or other security incident. Any interruptions caused by
telecommunications failures, computer viruses, hacking or other attempts to harm our software or technology
infrastructure could result in the unavailability or slowdown of our centralised system, misappropriation of
customer data or other sensitive information, loss of intellectual property or critical data, any of which
significantly impact workflow throughout our entire network or impair our operations. For example, in July 2018,
as a result of a security hack, we experienced brief downtime in our mid-mile delivery application. Our current
security mechanisms may not be sufficient to protect our technology systems from any third-party intrusions,
viruses or hacker attacks, information or data theft or other similar activities. Any breach of our information
technology systems could require us to incur additional expenses in setting up more advanced security systems to
prevent any unauthorised access of our network. Any failure to effectively resolve any such errors, defects, or
vulnerabilities in a timely manner could adversely affect our business, reputation, brand, financial condition, cash
flows and results of operations.

Given the continuing technological advancements, we must continuously invest in new technologies and upgrade
our technology systems in order to meet evolving customer needs and accommodate changes in our own
operational needs. In Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine month periods ended December 31,
2020 and December 31, 2021, our investments in technology which comprised investments in team and other
infrastructure for data intelligence, proprietary logistics operating system, cyber security, hardware, software,
cloud infrastructure, among others, were 7943.61 million, 71,377.34 million, 21,701.66 million, 21,288.17 million
and 22,418.03 million, respectively. We must be able to correctly identify and address market trends and enhance
our technology infrastructure and the features and functionality of our systems and platform in response to these
trends. This may result in significant research and development expenses, and require significant investments in
terms of time and financial and managerial resources, including recruiting and training new technology personnel,
adding new hardware, updating our software and strengthening our research and development capabilities. We
may fail to correctly identify our customers’ needs and the trends in the logistics industry or to design and
implement the appropriate features and functionality of our technology infrastructure and platform in a timely and
cost-effective manner, which could result in decreased demand for our services and a corresponding negative
impact on our financial performance.

While we have significantly increased our investments in technology, such investments may not be sufficient to
fully support our existing and future business requirements. Failure to sufficiently invest in our technology
systems could put us at a disadvantage compared to our competitors and lead to loss of customers or market share
or other economic losses. In the event that our technology systems are unable to handle the additional business.
volume, our service capabilities, operating efficiency and future logistics volume may decline.

14, We operate in a highly fragmented industry and face intense competition, which could adversely affect
our results of operations and market share.

We operate in a highly competitive industry. Many segments in which we operate have low barriers to entry,
resulting in a highly fragmented market. Increased competition from unorganised third-party logistics or transport
providers could force us to lower our prices, thereby reducing our profit margins or market share.

  

We compete based on a number of factors, including the breadth of our services, network flexibility and stability,
operational capabilities, infrastructure capacity, cost, pricing and service quality. If we cannot effectively control
our costs and are required to increase our pricing in line with any cost increases, we could lose customers and our
market share and revenue could decline. Our competitors may attempt to gain market share by lowering their
rates, especially during economic slowdowns or in key regional markets. Such rate reductions may limit our ability
to maintain or increase our rates and operating margins and impede our ability to grow our business.

In addition, major e-commerce marketplaces may choose to build or further develop their respective in-house
fulfilment capabilities to serve their logistics needs and compete with us, which may significantly affect our
market share and total parcel volume. According to the RedSeer Report, commissioned and paid for by our
Company and prepared exclusively in connection with the Offer, major e-commerce marketplaces are estimated to
have fulfilled more than 75% of their parcel deliveries through their in-house captive logistics arms in Fiscal 2021
and 59% of total e-commerce shipments in India in Fiscal 2021 were handled by captive logistics arms of the
various e-commerce companies. Furthermore, as we diversify our service offerings and further expand our
customer base, we may face competition from existing or new players in new sectors we choose to enter, in which

oh
we may lack experience and track record. In particular, we may face competition from existing or new last-mile
delivery service providers which may expand their service offerings to include other services that we currently
provide or adopt a business model disruptive to our business and compete with us for delivery personnel.
Similarly, existing players in an adjacent market may choose to leverage their existing infrastructure and expand
their services to serve our customers. We may lose members of our management team or experienced employees
to such competitors or may fail to implement technological innovations that enable us to compete effectively with
our competitors. If these players succeed in developing their fulfilment capabilities, our market share may be
adversely impacted and our business and financial performance may be significantly and adversely affected.

Certain of our current and potential competitors, as well as international logistics operators, may have significantly
greater resources, including financial resources, greater economies of scale attributable to their larger size, wider
distribution networks, greater operating efficiencies, a broader range of services, longer operating histories, better
customer relationships, larger customer bases or greater brand recognition than us. Other current and potential
competitors may be acquired by, receive investment from, or enter into strategic relationships with, established
and well-financed companies or investors which would help enhance their competitiveness. Moreover,
competitors may adopt more aggressive pricing policies or devote greater resources to marketing and promotional
campaigns than us. To effectively compete, we may be required to lower our pricing or increase our investment
in advertisement and promotions, which would increase our operating costs. We may not be able to compete
successfully against current or future competitors, and competitive pressures may have a material and adverse
effect on our business, financial condition, cash flows and results of operations.

15. A significant portion of our business is attributable to certain large customers. Their future actions may
have an adverse impact on our business. If we fail to expand the size of our business with our existing
customers, our business, revenue, profitability and growth may be harmed.

A significant portion of our business is attributable to certain large customers, with our top five customers
contributing 28,073.03 million, 211,629.10 million, 215,569.29 million, 211,597.48 million and 218,590.89
million to our revenue from contracts with customers for Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine
month periods ended December 31, 2020 and December 31, 2021, respectively, or 48.78%, 41.75%, 42.66%,
44.01% and 43.98% of our total revenue from contracts with customers for the same period, respectively. Our
success depends on our ability to generate repeat customer use and increase the size of our business from our
existing customers. This requires us to continuously improve our existing offerings, offer more cost-effective and
high-quality logistics services and introduce new innovative solutions and services that meet evolving market
trends and satisfy changing customer demands and business needs.

There is no assurance that we will successfully retain all of our existing key customers in the future. Certain
customer contracts require us to pay salaries and wages to delivery personnel and to maintain compliance with
the requirements of applicable labour regulations in India, and ensure that all vehicles deployed by our Company
have valid licences and registrations and are compliant with regulations related to health, insurance and
operational safety. A breach of these obligations may result in termination of such contracts. Further, our customer
contracts are entered on a short term basis for a period typically ranging from one to three years. We cannot assure
you that we will be able to renew customers on commercially acceptable terms, or at all. In addition, the customer
contracts provide termination rights to our customers upon the occurrence of certain events, such as a material
breach of the terms of the contracts by our Company and any inability to pay our debts. Our business relationship
with a customer may be discontinued due to various reasons, including due to a shutdown of the customer’s
business or our termination of the business relationship due to unfavourable commercial terms. For example, a
global e-commerce company that became a customer of our Express Parcel services in November 2021 ceased its
operations in India in March 2022. The contribution from this customer to our revenue was not material (less than
1%) for the nine months ended December 31, 2021 and we do not expect the contribution from this customer to
our total consolidated revenues for Fiscal 2022 to be material. However, we expect our Express Parcel services
revenue to be adversely impacted in the current ongoing quarter ending June 30, 2022 due to cessation of this
customer’s India operations. The current quarter is still ongoing and the financials for the quarter and fiscal year
ended March 31, 2022 have not been prepared. Accordingly, our actual results may vary from the trends indicated
herein. Our customer Retention Rate for our top 100 customers by revenue for Fiscal 2019, Fiscal 2020 and Fiscal
2021 was 93.00%, 100.00%, and 92.00%, respectively.

Should our business relationship with any one of these key customers be terminated, or if any of our key customers

reduces the proportion of their logistics needs that is allocated to us, the impact to our revenue stream could be
substantial. Loss of a customer or termination of our contract by any significant customer may materially and

52
adversely affect our revenues, cash flows and prospects. If our key customers require us to lower prices, our
business could be materially and adversely affected.

Failure to establish partnerships with new customers may also adversely affect our business and growth prospects.

16. As on the date of this Prospectus, we have not identified any specific targets with whom we have entered
into any definitive agreements.

While our Company will, from time to time, continue to seek opportunities for investments, acquisitions and
strategic alliances that will fit well with our strategic business objectives and growth strategies, as on the date of
this Prospectus, we do not have any identified specific targets with whom we have entered into any definitive
agreements. The amount of Net Proceeds to be used for acquisitions may not be the total value or cost of such
acquisitions or investments, thereby resulting in a shortfall in raising requisite capital from the Net Proceeds
towards such acquisitions or investments. Consequently, we may be required to explore a range of options to raise
requisite capital, including utilising our internal accruals and/or seeking debt, including from third party lenders
or institutions.

 

17. Our business is subject to various laws and regulations which are constantly evolving. If we or our third-
party network partners are deemed to be not in compliance with any of these laws and regulations, our
business, reputation, financial condition, cash flows and results of operations may be materially and
adversely impacted.

Our business is subject to regulation by the relevant governmental authorities, including the Food Safety and
Standards Authority of India, the Directorate General of Shipping, the Ministry of Consumer Affairs, Food and
Public Distribution and the Commissioner of Customs. Together, these governmental authorities promulgate and
enforce regulations that cover many aspects of our day-to-day operations, such as the Motor Vehicles Act, 1988,
Multimodal Transport Operator Rules, 1992, the Food Safety and Standards Act, 2006, the Legal Metrology
(Packaged Commodities) Rules, 2011, Carriage by Road Act, 2007, and various state-wise shops and
establishments legislations and Contract Labour (Regulation and Abolition) Act, 1970.

The laws and regulations governing our businesses are evolving and may be amended, supplemented or changed
at any time. The Gol may implement new laws or other regulations and policies that could affect the logistics
industry in general, including requiring additional approvals or licenses, imposing additional restrictions on our
or our third-party network partners’ operations or tightening the enforcement of existing or new laws or
regulations. We may be required to seek and follow additional procedures, modify or adjust certain activities,
restructure our ownership structure, obtain new or additional licenses or incur additional expenses to comply with
such laws and regulations, which could adversely affect our future development and business. Recently, on August
25, 2021, the Ministry of Aviation, Gol, issued the Drone Rules, 2021, regulating the possession, lease, operation
and maintenance of drones, with the exception of unmanned aircrafts used by the Union of India for military or
security purposes. Similarly, the Ministry of Consumer Affairs, Food and Public Distribution issued the Legal
Metrology (General) (Amendment) Rules, 2021 on March 3, 2021 to prevent the double stamping of the same
weights and measures. In order to comply with evolving laws and regulations, we may need to devote significant
management time and other resources, including restructuring affected businesses, changing our business
practices and adjusting our processes and systems, which may materially and adversely affect our business, growth
prospects and reputation. 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.

In addition, a large number of our customers operate in the e-commerce and related sectors. Laws and regulations,
especially those relating to foreign investment in e-commerce and related sectors in India, are constantly evolving.
Foreign investments into Indian companies are regulated by the Gol and the Reserve Bank of India (“RBI”).
Under the consolidated foreign direct investment policy (effective from October 15, 2020) (“FDI Policy”),
Foreign Exchange Management Act, 1999 and the rules and regulations thereunder, each as amended (“FEMA”),
the Gol has specific prescribed requirements and conditions on the level of foreign investment permitted in e-
commerce companies without prior regulatory approval (the “Automatic Route”) and with prior regulatory
approval (the “Approval Route”). The FDI Policy currently allows 100% foreign direct investment in businesses
operating on an e-commerce marketplace-based model, but does not permit any foreign direct investments in
businesses operating on an inventory-based e-commerce model. The FDI Policy prescribes additional conditions
on entities operating on an e-commerce marketplace-based model, such as prohibiting such entities from

53
exercising ownership or control over inventory. Furthermore, under the FDI Policy, Indian companies deemed to
be “owned and controlled by non-residents” are subject to certain restrictions Any changes in the FDI policy or
the existing foreign exchange regulations may significantly impact customers operating in the e-commerce and
related sectors from raising additional capital in the future, which may have direct material adverse impact on our
business and operations and restrict our ability to grow our business in the future.

While we have adopted rigorous and comprehensive policies and procedures for the collection, processing, storage
and other aspects of data use and privacy and have implemented the necessary measures to comply with all
applicable data privacy and protection laws and regulations, we cannot guarantee the effectiveness of these
policies and measures undertaken by us or business partners on our platform, particularly in light of the evolving
global data protection regulatory regime. We may transfer data across jurisdictions in the ordinary course of our
operations, and we may not be able to ensure compliance with all applicable data protection regulations at all
times. Despite the absence of any material cybersecurity breach and our continuous efforts to comply with our
internal policies as well as applicable local and international laws and regulations, any failure or perceived failure
to comply with all applicable data privacy and protection laws and regulations on our part or our business partners”
part, or any failure or perceived failure of our employees to comply with our internal control measures, may result
in negative publicity and legal proceedings or regulatory actions against us, and could result in fines, damages,
revocation of licenses, suspension of business operations or other penalties or liabilities, which may in turn
damage our reputation and/or discourage current and potential customers from using our services, resulting in a
material adverse effect on our business and results of operations.

We are required to obtain and maintain a number of statutory and regulatory licenses and approvals. While we
have obtained the necessary licenses and approvals required for our operations, certain approvals for which we
have submitted applications are currently pending. For example, our Company’s application for registration under
the Carriage by Road Act, 2007 is currently pending. In addition, we may apply for additional licenses and
approvals in the ordinary course of our business, including renewing certain approvals which may expire from
time to time. For instance, we periodically apply for renewal of registration under the respective state-wise shops
and establishments legislations, which expire in the ordinary course of business. As of December 31, 2021,
excluding Spoton, we have leased 2,835 properties for our Facilities. Our lease and license agreements typically
require our landlords to obtain the approvals in relation to environmental clearances, approvals from local
authorities, no objection certificates pertaining to fire safety and certificates for change in land use (“CLU”),
among others. Any failure by our landlords to obtain such approvals or renew them could adversely impact our
business and operations and may expose us to regulatory liability. To operate facilities, we are required to obtain
approvals and licenses from the relevant governmental and other local authorities, including registration under the
respective state-wise shops and establishments legislations, (“S&E Registrations”). We have received the
following material approvals pertaining to our business:

 

 

 

S. Entity Authority Date and description Validity
No.
A. Tax related approvals
ds Delhivery —_ Income tax department The permanent account number of our Company N/A
Limited is AAPCS9575E.
2 Income tax department The tax deduction account number of our N/A

Company is DELS45356D.

3. Government of India and The GST registration certificates issued by the N/A
relevant tax authorities State Governments for GST payments in the
states where our business operations are situated.
The GST identification number for Delhi, where
our registered office is located is

O07AAPCS9575E1ZP.
4. Spoton Income tax department The permanent account number of Spoton is N/A
Logistics AAQCS5845Q.
Private
5. Limited Income tax department The tax deduction account number of Spoton is N/A
BLRS49250F.
6. Government of India and GST registration certificates issued by the State N/A
relevant tax authorities Governments for GST payments in the states

where our business operations are situated. The
GST identification number for Karnataka, where

54
 

Ss.

No.

a

10.

11.

Aes

13.

14.

15.

16.

Entity

Authority

Date and description

the registered office of Spoton is located is
29AAQCS5845Q1Z4.

B. Labour and commercial related approvals

Delhivery
Limited

Spoton
Logistics
Private
Limited

Employees State
Insurance Corporation

Employees Provident
Fund Organisation

Relevant state specific
Department of Labour

Relevant state specific
Department of Labour

Legal Entity Identifier
India Limited

Employees State
Insurance Corporation

Employees Provident
Fund Organisation

Medical Officer of Health,
Shivaji Nagar, Bruhat
Bangalore Mahanagar
Palike, Bangalore
Relevant state specific
Department of Labour

Relevant state specific
Department of Labour

Under the ESI Act, our Company has been
allotted ESIC code no. 20001219180000999.

Under the provisions of the EPF Act, our
Company has been allotted EPF establishment
code number DLCPM0043366000.

Registration certificates issued for contract labour
under the Contract Labour (Regulation &
Abolition) Act, 1970 for our offices, warehouses
and other premises. These registrations are
periodically renewed, whenever applicable.

Registration certificates issued under relevant
shops and establishment legislations in various
states for our offices, gateways, warehouses, hubs
and last mile delivery centres (“Facilities”).
These registrations are periodically renewed,
whenever applicable.

Our Company has been allotted LEI code no.
335800CUQISBCH9TTH82.

Under the ESI Act, Spoton has been allotted ESIC
code no. 50000424340001006.

Under the provisions of the EPF Act, Spoton has
been allotted EPF establishment code number
KN/67027.

Trade license bearing registration number
EA13110645146903436.

Registration certificates issued for contract labour
under the Contract Labour (Regulation &
Abolition) Act, 1970 for the offices, warehouses
and other premises of Spoton. These registrations
are periodically renewed, whenever applicable.

Registration certificates issued under relevant
shops and establishment legislations in various
states for our Facilities. These registrations are
periodically renewed, whenever applicable.

es

Validity

N/A

NIA

While registration
in certain states
does not have an
expiry, the period
of validity varies
from state to state.
The certificates are
typically valid for a
period of one to
two years.

While registration
in certain states
does not have an
expiry, the period
of validity varies
from state to state.
The certificates are
typically valid for a
period of = 12
months to 60
months.

May 15, 2023

N/A

N/A

March 31, 2022

While registration
in certain states
does not have an
expiry, the period
of validity varies
from state to state.
The certificates are
typically valid for a
period of one to
two years.

While registration
in certain states
does not have an
expiry, the period
of validity varies
from state to state.
The certificates are
typically valid for a
 

 

  

Ss. Entity ‘Authority Date and description Validity
No.
period of 12 to 60
months.
17. Legal Entity Identifier Spoton has been allotted LEI code no. January 10,2023
India Limited 33580022TRJXESSLNNE61.
C. Regulatory approvals
18.  Delhivery Directorate General of Certificate of registration dated March 11, 2020 February 2023.
Limited Shipping, Ministry of issued for registration as a Multimodal Transport
Shipping, Government of Operator bearing registration number
India MTO/DGS/2153/FEB/2023 under the
Multimodal Transportation of Goods Act, 1993
and the Registration of Multimodal Transport
Operator Rules, 1992 to carry on/commence the
business of multimodal transportation.
19. The Food Safety and Central License dated December 17, 2020 bearing April 14, 2025
Standards Authority of License No. 10020064002305 to conduct the
India, Government of business of “Trade/Retail — Transportation
India (having a number of specialized vehicles like
insulated refrigerated van/ wagon and milk
tankers etc.)” under the Food Safety and
Standards Act, 2006. Further, our Company has
also obtained licenses under the Food Safety and
Standards Act, 2006 in the various states where
our Company carries on the business of a food
business operator.
20. Deputy Commissioner of Certificate of registration issued for registration January 6, 2023
Customs, New Delhi as a Consol Agent, bearing registration no.
AAAPCS9575E.
21. Spoton Lloyd’s Register Quality Certificate of approval dated September 4, 2019 September 3, 2022
Logistics Assurance Limited bearing approval no. ISO 9001 -00021877 issued
Private in respect of our end to end logistics operation
Limited services.
22. Karnataka License Certificate of registration dated October 4, 2019 October 3, 2039

Service Area, Department
of Telecommunications,
Ministry of
Communication,
Government of India

23. Food Safety and Standards
Authority, of India,
Government of India

bearing registration no. KTK/D/100108/1019 for
setting up a ‘Domestic OSP Centre’ under the
New Telecom Policy, 1999.

License No. 1122033301309 dated June 25,
2021 issued under the Food Safety and Standards
Act, 2006 for carrying on the business of
“Trade/Retail — Transportation (having a number
of specialized vehicles like insulated refrigerated
van/ wagon and milk tankers etc.)” at Bengaluru.

July 9, 2022

 

Further, we are required to periodically renew such approvals. For example, our S&E Registrations are valid for
one year to a lifetime, depending on the relevant state and the number of employees employed in the relevant
facility. We have applied for various S&E Registrations, which are currently pending. Furthermore, as of the date
of this Prospectus, we currently hold all material approvals, licenses, registrations and permits, as required, except
the following for which the applications for obtaining the approval or its renewal are currently pending before the

relevant authorities:

 

Description

Authority

Date of
application

 

Applications submitted by Delhivery Limited
DL21091451041051 for
registration under the Carriage by Road Act, 2007.

Application bearing number

Commissioner,

Delhi

Applications submitted by Spoton Logistics Private Limited

Application for obtaining Trade License for Chennai.

Chennai

Transport
Department, Government of NCT of

Revenue Department, Corporation of

September 14,
2021

January 21,
2021

 

56
For a detailed description of our licenses and approvals and pending applications for licenses and approvals, see
“Government and Other Approvals” on page 558.

While we have applied for certain approvals, we cannot assure you that such approvals will be issued or granted
to us in a timely manner, or at all. If we are unable to obtain, maintain or renew all necessary licenses and approvals
required for our continued operations, we could be penalised, either in the form of fines, or in some cases, through
the suspension of our approvals, licenses or registrations. Such events may affect our ability to continue operating
our business and thereby, our results of operations. Our failure to obtain or renew licenses and approvals could
also affect our ability to claim under our insurance policies. Furthermore, our current business activities and any
future development and expansion into new areas could also raise new regulatory issues and licensing
requirements.

Some of the licenses and approvals that have been issued to us contain certain conditions and restrictions and we
cannot assure you that we will be able to continuously meet such conditions. Failure to comply with such terms
and conditions may result in the cancellation, revocation or suspension of the relevant licenses or approvals. We
may also become subject to regulatory enforcement, fines, penalties or additional costs. Any of the foregoing
could result in the interruption of all or some of our operations and may have a material adverse effect on our
business, financial condition, cash flows and results of operations.

Failure to comply with the laws and regulations applicable to our business could subject us to inspection,
regulatory audit and enforcement actions by the relevant authority, suspension and revocation of the relevant
license or approval, fines, confiscation of income, civil penalties including payment of damages to the aggrieved
party, criminal penalties including payment of fines and imprisonment of concerned directors or employees, and
mandatory conciliation and mediation with the aggrieved party. We could also be required to discontinue our
business. Such events could adversely affect our business, results of operations, financial condition, cash flows or
reputation. Any non-compliance on our part that results in a customer’s non-compliance with applicable laws and
regulations could also adversely affect our customer relationships. In addition, responding to any action or
litigation may result in a diversion of our management's attention and resources and an increase in professional
fees and compliance costs.

Our network partners, fleet partners and manpower agencies are also regulated by various Indian laws and
regulations, including local administrative rulings, orders and policies that are pertinent to their localised delivery
business. For example, local regulations may specify the models or types of vehicles to be used in parcel pickup
and delivery services or require network partners to implement heightened parcel safety screening procedures,
which could materially drive up the operating costs and delivery efficiency of the pickup and delivery outlets.
Failure on their part to comply with applicable laws or regulations could result in inspection, audit and
enforcement actions by government authorities or the discontinuation of their business, any of which could
adversely impact the quality of the services provided to us, and in turn, adversely affect our business operations.
and customer experience.

The lease agreements for the trucks leased by us obligate us to be the principal employer for the manpower hired
to drive the trucks. We are required to comply with labour regulations in relation to the truck drivers hired by us.
for our operations, including regulations regarding payment of wages, insurance and liability for injuries suffered
during the course of employment. We are required to register under the Contract Labour (Regulation and
Abolition) Act, 1970 (“CLRA”) to contract with our temporary workforce, including our truck drivers.
Additionally, per the CLRA, we are considered the principal employer of our contracted workforce, and are hence
liable to pay minimum wages and other statutory payments in the event of a failure by our fleet partners or
manpower agencies to pay wages due to the contracted workforce, which could in turn increase our operating
costs.

18. We face risks associated with shipments handled and transported through our network and risks
associated with transportation and cash-on-delivery, which may not be fully covered by our insurance
policies.

We handle a large volume of shipments through our network, and may face challenges with respect to the timely
delivery, protection and inspection of these shipments. Shipments in our network may be delayed, stolen, lost or
damaged, with fragile packages being particularly prone to damages, and we may face actual or alleged liability
for such incidents. In addition, we may in the future fail to detect unsafe or prohibited or restricted items as we
typically rely on customer declarations to determine the nature and value of shipments. Unsafe or illegal items.

57
processed and transported by us, such as flammables and explosives, toxic or corrosive items and radioactive
materials, may damage other parcels in our network, injure their recipients, harm our personnel or result in
property damage or violations of applicable laws and regulations. Failure to prevent illegal, prohibited or restricted
items from entering our network may result in administrative or criminal penalties as well as civil liability for
personal injury and property damage. Furthermore, any of the foregoing could result in litigation, a deterioration
in customer satisfaction and insurance claims, and the repeated occurrence of any such events could cause us to
lose customers.

Furthermore, the transportation of shipments involves inherent risks, particularly in light of the large number of
vehicles and personnel involved in our transportation operations, including risks associated with transportation
safety. For example, our and our network partners’ and fleet partners’ vehicles and personnel may be involved in
traffic accidents from time to time, resulting in personal injury and loss or damage to shipments carried by them.
In addition, frictions or disputes may occasionally arise from the direct interaction of such personnel with parcel
senders and recipients, which may result in personal injury or property damage if such incidents escalate. Our
insurance policies may not fully cover the damages caused by transportation-related injuries or losses, and to the
extent any uninsured risks materialise, our business, results of operations, cash flows and financial condition could
be materially and adversely affected. Any accidents or incidents involving our vehicles, whether or not we are
fully insured for such loss or held liable, could negatively affect our reputation among customers and the public,
and thereby our competitiveness. We may face difficulties obtaining insurance policies in the future or may be
unable to obtain insurance on commercially reasonable terms. During Fiscal 2019, Fiscal 2020 and Fiscal 2021,
our Company made total insurance claims of 223.66 million, 717.75 million and %29.82 million, respectively.
Since Fiscal 2019, the amount under claims by our Company which exceeded the insurance coverage by our
Company was 0.91% of the total aggregate claimed amount for Fiscal 2019, Fiscal 2020 and Fiscal 2021.

Our agreements with our customers typically require us to pay compensation or liquidation damages to our
customers for any damage, loss, destruction or theft of the shipment in accordance with the terms set out in the
relevant customer contracts. Our customer contracts also require us to indemnify our customers with respect to (i)
any wrongful or negligent act on our part or any person engaged by us for provision of delivery services, (ii) any
breach of our obligation under such contracts, and (iii) any third party action or claim made against the customer,
by reason of any action undertaken by us pursuant to our obligations under such contracts. Such claims made
against us by our customers, for which we are not insured, may have material adverse impact on our reputation,
financial condition and cash flows.

Our agreements with our customers provide for payments by their customers through a variety of methods,
including online payments through credit cards, debit cards, net banking and UPI, as well as cash on delivery.
Cash on delivery is a preferred method of payment for online purchases in India. We are subject to the risk that
an end consumer may not plan appropriately for payment and the purchase will have to be returned. We are subject
to the risk of fraudulent activity associated with cash on delivery, such as payment with counterfeit currency. We
also face the risk of employee and contractor fraud, where employees or contractors may embezzle the cash
following collection from customers or our personnel may embezzle the cash deposited at our facilities. This risk
is particularly pronounced during the festive seasons, weekends and bank holidays, and we are unable to deposit
the cash, resulting in higher amounts of cash at our facilities. While we maintain insurance coverage for
embezzlement, our insurance does not cover the full amount of the loss and we may be required to repay a portion
of the amount to our customers out-of-pocket. As such, any thefts or embezzlements would adversely affect our
financial performance.

Moreover, while GST is required to be borne by our customers, our customers may fail to fully pay the applicable
tax. In such cases, when the goods come into our possession and such customers fail to pay the applicable GST
or penalties, we may become liable for such payments. Such losses may not be recoverable from the customers.

Any of the foregoing could disrupt our services, cause us to incur substantial expenses and divert the time and
attention of our management. We may face claims and incur significant liabilities if found liable or partially liable
for any injuries, damages or losses. Claims against us may exceed the amount of our insurance coverage or may
not be covered by insurance at all. Government authorities may also impose significant fines on us or require us
to adopt costly preventive measures. Furthermore, if our services are perceived to be unsafe by our end customers,
customers or business partners, our business volume may be significantly reduced, and our business, financial
condition, cash flows and results of operations may be materially and adversely affected.

19. The ongoing COVID-19 pandemic and measures intended to prevent its spread have had, and may
continue to have, a material and adverse effect on our business and results of operations.

58
The outbreak of the COVID-19 pandemic, including the spread of the Delta variant and Omicron variant, in India
and internationally has resulted in significant disruptions and distortions in the global economy. In response to the
COVID-19 pandemic, the governments of many countries, including India, have taken and may continue to take
preventive or protective actions, such as imposing country-wide lockdowns, restrictions on travel and business
operations and advising or requiring individuals to limit their time outside of their homes. In India, the lockdowns
led to temporary closures of businesses and retail outlets. On March 14, 2020, India declared COVID-19 a
“notified disaster” and announced the imposition of a nationwide lockdown on March 24, 2020. Businesses and
retail outlets were temporarily closed. During the lockdown, only essential goods were permitted to be transported,
while transportation of non-essential goods was prohibited. The resurgence of COVID-19 in India in April 2021
led to further lockdowns in various regions of India and another temporary closure of various businesses. While
lockdowns are being progressively relaxed, the scope, duration and frequency of such measures and the adverse
effects of COVID-19 remain uncertain and could be severe.

As our business mostly depends on the transportation of non-essential goods, our shipment volumes decreased
significantly during the lockdown periods. We experienced a decline in shipment volumes in our express parcel
service from 73.47 million parcels in the three months period ended December 31, 2019 to 52.60 million parcels
and 40.18 million parcels in the three months period ended March 31, 2020 and June 30, 2020, respectively.
During the second wave of the COVID-19 outbreak in India, our shipment volume for PTL freight services
decreased from 138,269 tonnes in the three months period ended March 31, 2021 to 106,245 tonnes in the three
months period ended June 30, 2021. Subsequently, as economic activity resumed once COVID-19 restrictions
were relaxed, our shipment volume for PTL freight services (excluding Spoton) increased to 175,258 tonnes in
the three months period ended December 31, 2021. Similarly, Spoton’s PTL freight volumes increased from
172,539 tonnes in the three months period ended June 30, 2021 to 267,382 in the three months period ended
December 31, 2021.

We have adapted our business practices to help protect the health and safety of our employees, our customers and
the communities in which we participate from the virus. These measures include setting up hand sanitizers at
entrances and exits at every gateway, using thermal scanners, minimizing in-person contacts within and outside
the logistics facilities and implementing social distancing policies. We also stagger shifts and break times to reduce
contact among workers. Given the evolving situation, there is no certainty that the measures we have taken will
be sufficient to mitigate the risks posed by the pandemic.

As a result of the detection of new strains of virus, such as the Delta variant and the Omicron variant, and
subsequent waves of COVID-19 infections in several states in India and various parts of the world, we may be
subject to further lockdowns or other restrictions, which may adversely affect our business operations. The
continued spread of COVID-19 may also result in labor shortages and increased expenses as we undertake
additional precautions in the operation of our business. We have assessed the recoverability of our
assets, considering internal and external information. While we have performed sensitivity analysis on the
assumptions used and based on current indicators of future economic conditions, expect to recover the carrying
amount of these assets, the impact of the COVID-19 pandemic may be different from that estimated. The extent
to which the COVID-19 pandemic impacts our business, results of operations, cash flows and financial condition
will depend on developments that continue to be highly uncertain and difficult to predict, including, but not limited
to, the duration and spread of the pandemic, its severity, government and regulatory actions to contain the virus
or treat its impact, the availability, distribution and efficacy of vaccines, the impact of the pandemic on the
business of shippers, truckers and other ecosystem participants and how quickly and to what extent normal
economic and operating conditions can resume. We will continue to closely monitor any material changes to
future economic conditions. However, while we continue to assess the impact from the COVID-19 outbreak, we
are unable to accurately predict its full impact on our business, results of operations, financial position and cash
flows due to the aforementioned uncertainties. In addition, our existing insurance coverage may not provide full
protection against all eventualities.

20. Our past growth rates may not be indicative of our future growth, and if we are unable to maintain our
culture of innovation, adapt to evolving customer demands and market trends, manage our growth or
execute our strategies effectively, our business, financial conditions, cash flows and prospects may be
materially and adversely affected.

We have experienced significant growth in recent years. Our revenue from contracts with customers grew by
68.12% from Fiscal 2019 to Fiscal 2020, 31.14% from Fiscal 2020 to Fiscal 2021 and 81.95% from the nine
months period ended December 31, 2020 to the nine months period ended December 31, 2021. While our business
has grown rapidly in recent years, our past growth rates may not be indicative of our future growth. The table

59
below sets forth our organic and inorganic revenues for Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine month
periods ended December 31, 2020 and 2021:

 

 

Revenue from Contracts Inorganic Revenue* Organic Revenue.
with Customers
In & million

Fiscal 2019 16,538.97 - 16,538.97
Fiscal 2020 27,805.75 8.88 27,796.87
Fiscal 2021 36,465.27 340.86 36,124.41
Nine months period ended 26,438.66 201.94 26,236.72
December 31, 2020
Nine months period ended 48,105.30 4,277.58 43,827.72

December 31, 2021
*The Company entered into a business transfer agreement dated January 16, 2020 with Orion Supply Chain Private Limited, Anurag Garg,
Puneet Bagla, Saurabh and Roadpiper Technologies Private Limited to transfer the business to the Group.
Note: Revenue arising from the asset acquisition of Aramex India Private Limited is not captured separately and is shown as part of “Revenue
from Express Parcel Services” in the Restated Financial Statements.

 

We experience seasonality in our business, mainly reflecting the seasonality patterns associated with e-commerce,
as well as holidays and festive periods in India. When e-commerce marketplaces hold special promotional
campaigns, we typically observe peaks in shipment volume following these campaigns such that the third quarter
of a fiscal year has historically been our largest quarter by volume in our express parcel business. Our consumer-
durable customers experience peaks in demand in the months preceding summer. Similarly, our PTL business
experiences surges in volume towards the end of each quarter. Our financial condition, cash flows and results of
operations for future periods may continue to fluctuate. As a result, our results of operations and the trading price
of our Equity Shares may fluctuate from time to time due to seasonality.

Seasonality also makes it challenging to forecast demand for our services, as volumes can vary significantly and
unexpectedly. We make planning and spending decisions, including capacity expansion, procurement
commitments, personnel hiring and other resource requirements based on our estimates of demand. Failure to
meet demand associated with the seasonality in a timely manner may adversely affect our business, financial
condition, cash flows, results of operations and prospects. Comparing our operating results on a period-to-period
basis may not be meaningful and you should not rely on our historical results as an indication of our future
performance as our fast growth in the past may have masked the seasonality that might otherwise be apparent in
our results of operations. Our results of operations in future periods may not meet our expectations, which could
cause the price of our Equity Shares to decline.

While we plan to further expand our network and service offerings in response to increasing customer and
consumer needs, such as through further expansions of our cross-border services, geographic expansions or
through strategic acquisitions, our efforts to continue and effectively manage our expansion may not be as
successful as anticipated. Even if we are able to expand our network as planned, we may not be able to continue
to integrate and optimise a larger network. Our expansion is subject to many risks and uncertainties, including,
but not limited to: (i) the growth and development of the integrated logistics market in India, including increased
competition from existing and new competitors; (ii) the development of our businesses in accordance with our
projected costs and within our estimated time frame; (iii) our delivery of commercially viable services based on
new business processes or technologies; (iv) our ability to expand our customer base and successfully complete
and integrate strategic acquisitions and (iv) evolving economic and political environment.

In addition, as customer preferences and demands are continuously changing, we may not be able to successfully
anticipate or effectively respond to such changes. We make planning and spending decisions, including capacity
expansion, personnel hiring and procurement of other resources based on our estimates of customer demand. The
shipment volume we generate from customers can vary significantly and unexpectedly, deviating significantly
from previously forecasted estimates. In particular, we may potentially experience capacity and resource shortages
in fulfilling customer orders during peak seasons of e-commerce consumption or following special promotional
campaigns on e-commerce platforms, or other significant fluctuations in volumes in our network. See “— Our
results of operations are subject to seasonal fluctuations.” While we have been increasing the capacity of our
delivery network, with our peak daily parcel pick-up volume increasing from 0.80 million parcels in Fiscal 2019
to 3.29 million parcels for the nine months period ended December 31, 2021, there is no assurance that we will
be able to meet sudden peaks in demands. We may experience a shortage or surplus in our delivery capacity if our
expansion fails to accurately and timely match changes in consumer demand.

60
Our anticipated future growth will likely place significant demands on our management and operations. Our
success in managing our growth will depend, to a significant degree, on the ability of our executive officers and
other members of our senior management to carry out our strategies effectively, and our ability to adapt, improve
and develop our financial and management information systems, controls and procedures. In addition, we will
likely have to successfully recruit, train and manage more employees and improve and expand our sales and
marketing capabilities. If we are not able to manage our growth or execute our strategies effectively due to any of
the foregoing reasons, our expansion may not be successful, and our business and prospects may be materially
and adversely affected.

21. Our business depends on the continuing efforts of our management team.

We believe our experienced management team has been critical to our success and business growth. Our success
depends on the continuing efforts, effectiveness and talent of our management team, particularly the executive
officers and senior management named in this Prospectus, as well as those of our employees, particularly those in
operations, commercial, technology, product development, network design, engineering and finance and
accounting.

In Fiscal 2019 and Fiscal 2020, we had no attrition of our Key Managerial Personnel. In Fiscal 2021, (i) Deepak
Manglani resigned as the company secretary of our Company; and (ii) Ajith Pai Mangalore resigned as the chief
financial officer of our Company, and was subsequently appointed as the chief operating officer of our Company.
If one or more of our management team members are unable or unwilling to continue their employment with us,
we may not be able to replace them in a timely manner or at all. We may incur additional expenses to recruit and
retain qualified and experienced professionals as replacements. The loss of certain members of our management
team may result in, among others, a loss of organisational focus and/or an inability to identify and execute
strategies. Our business may be severely disrupted and our financial condition, cash flows and results of operations
may be materially and adversely affected. In addition, while certain of our employment contracts with members
of the management team include a non-compete clause, our management may join a competitor or form a
competing company. While we have implemented remuneration and incentive frameworks, these employment
agreements do not ensure the continued service of our management and key personnel. Our business, financial
condition, cash flows, prospects and results of our operations may be negatively affected following the loss of one
or more members of our management team.

22. Delays or defaults in payment by our customers or the tightening of payment periods to our suppliers
could affect our cash flows and may adversely affect our financial condition and operations.

We extend credit to certain customers, with non-prepaid customers typically receiving credit terms of up to 90
days. We may not be able to recover all of the outstanding amounts in part or in full or some of the outstanding
amounts at all. We have and may continue to have high levels of outstanding receivables. For Fiscal 2019, Fiscal
2020 and Fiscal 2021 and the nine month periods ended December 31, 2020 and December 31, 2021, our trade
receivables were 22,146.50 million, %6,013.31 million, 25,945.82 million, 7,558.62 million and 28,917.91
million, respectively, accounting for 12.66%, 20.12%, 15.49%, 26.93% and 18.16% of our total income for Fiscal
2019, Fiscal 2020 and Fiscal 2021 and the nine month periods ended December 31, 2020 and December 31, 2021,
respectively. For Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine month periods ended December 31, 2020
and December 31, 2021, our average outstanding receivable days were 47 days, 79 days, 60 days, 78 days and 51
days, respectively. Thus, if there are any delays or defaults in customer payments, or if trade accounts receivables
increase in proportion to our total revenue, it could negatively affect our cash flows and consequently affect our
financial condition, cash flows and operations. While we may take appropriate action in the event of a non-
payment of receivables, we may not be successful in recovering all of the outstanding amounts owed to us in part
or in full, which in turn could adversely affect our cash flows, financial condition and operations. During Fiscal
2019, Fiscal 2020 and Fiscal 2021 and the nine month periods ended December 31, 2020 and December 31, 2021,
our Company had bad debts written off of 236.10 million, 211.06 million, %4.45 million, 74.44 million and 21.51
million, respectively, and had made allowances for doubtful debt of 275.40 million, 7447.91 million, 3894.78
million, 762.82 million and %892.47 million, respectively. In addition, for the nine months ended December 31,
2020 and Fiscal 2021, our Company recorded cost towards exceptional items - allowance for doubtful debts of
2413.30 million on account of anticipated non-recoverability of receivables, primarily due to restrictions imposed
on certain of our customers from operating their business in India. Since this issue had not occurred earlier, our
management considered it to be outside of the ordinary course of business and accordingly disclosed it as
“Exceptional Items” in the Restated Financial Statements.

61
Furthermore, we typically make payments to our suppliers, including network partners, fleet partners and
manpower agencies within two months of receiving the invoice. Any tightening of the payment terms by our
suppliers could result in a corresponding reduction in our cash flows, which could adversely affect our financial
condition, cash flows and operations.

23. We have made, and may need to continue to make, substantial capital expenditures to fund our business
operations and expansion, and we will face risks that are inherent to such investments, including the
ability to obtain additional capital when needed, on satisfactory terms or at all.

Although we operate with an asset-light business model, we may be required to make substantial capital
expenditures in the future to fund our expansion, construct facilities and upgrade our physical and technology
infrastructure in connection with the growth of our business. We had total additions during the Fiscal 2019, Fiscal
2020 and Fiscal 2021 and the nine month periods ended December 31, 2020 and December 31, 2021, in computers
/ servers, office equipment, furniture and fixtures, vehicles, plant and equipment, land and building and leasehold
improvements of 21,488.70 million, 22,077.75 million, 21,610.99 million, 21,208.29 million and 23,995.85
million, respectively. To facilitate our future expansion and the development of our business, we may need to
make substantial additional capital expenditures on improving and upgrading our network facilities and software
infrastructure, purchasing property, plant and equipment, funding leasehold improvements at our sorting centres,
gateways, distribution centres, intermediate processing centres, returns processing centres, service centres,
fulfilment centres and warehouses, expanding such logistics facilities or setting up new facilities and funding the
leasing or purchase of transportation fleets.

We may not have the resources to fund such investments. We have historically met our cash requirements by
relying principally on cash flows from operations, equity capital raising and credit facilities. Following the Offer,
‘we expect to rely on our current cash balance, cash flows from operations and existing credit facilities, and may
also arrange for longer term financing if needed to support our growth. If our cash resources are insufficient to
satisfy our cash requirements, we may seek to issue additional equity or debt securities or obtain new or expanded
credit facilities. However, we cannot assure you that we will have sufficient cash flows from our operations or
that we will be able to obtain third-party financing, when needed, on satisfactory terms or at all.

Our ability to obtain adequate financing at reasonable costs depends on a number of factors, many of which are
beyond our control, including general economic and capital market conditions, political uncertainties, interest
rates, credit availabilities from banks or other lenders, investors’ confidence in us and/or the industry in which we
Operate, our operating and financial performance, as well as any legal and regulatory restrictions. Incurring
indebtedness would also subject us to increased debt service obligations and could result in operating and financial
covenants that would restrict our operations, such as limitations on our ability to pay dividends, requirements to
dedicate a portion of our cash flow from operations towards the payment of debt and limitations on our ability to
engage in any mergers or demergers or enter into financing arrangement with other financial institutions. Our
ability to access international capital and lending markets may be restricted at a time when we would like, or need,
to do so, especially during times of increased volatility and reduced liquidity in global financial markets and stock
markets, including due to policy changes and regulatory restrictions, which could limit our ability to raise funds.

If we fail to obtain sufficient capital resources, we may be unable to complete future expansions or we may be
unable to undertake new developments in a timely manner or at all. Any failure to raise needed funds on terms
favourable to us, or at all, may impact our liquidity as well as have a material adverse effect on our business, cash
flows, financial condition and results of operations. As a result, our business development, if any, will be curtailed
until such time when we are able to obtain additional capital resources, and our business, financial condition, cash
flows, results of operations and prospects could be materially and adversely affected.

Even if we have sufficient funding, infrastructure that best suits our needs may not be available at reasonable
prices or at all. In addition, the return on the investments we make may be lower, or may be realised more slowly,
than expected. We may experience cost overruns which can arise due to various factors, such as delays in the
supply of equipment from suppliers, a change in our equipment specifications, shortages of key components,
unavailability of personnel required to install the equipment or delays in regulatory approval, which would lower
returns on investments and increase our operating costs. Furthermore, our continued investment in our logistics
infrastructure may put us at a competitive disadvantage against competitors who spend less on these assets but
focus more on improving other aspects of their business that are less capital intensive.

24, All of our logistics facilities are leased and some of our lease agreements may have certain irregularities.

Failure to renew our leases or to locate desirable alternatives for our facilities could materially and
adversely affect our business.

62
 

No. of leases

 

 

which have
Lease Rents osregate enue not been
S. Purpose of Period Security oe area arrangements. Number of Te8istered
No. lease of lease posit mont'y —jeased are with _— properties? . °F
(in) basis) : inadequate/
(insq.ft.) related
(in?) parties no stamp
duty has
been paid
depo: Aggregate
24,639,864 monthly rent:
27,616,933
5. Service Range: 2 Range: %0- _—-Range: 470,928 No 48 0
centres months— 22,280,000 211,000 —
10 years 21,324,323
Agaregate
security Aggregate
deposit: monthly rent:
%39,907,548 212,632,199
6. Intermediate Range: — Range:%0— Range: 131,461 No 32 0
processing 11 783,000 215,000—
centres months — 2142,000
3 years Aggregate
security Aggregate
deposit: monthly rent:
28,826,198 22,556,206
7. Direct Range: 1 Range: %0-_—-Range: 1,975,934 No 2,401 0
delivery month-6 — %580,000 %2000—
centres years 145,000
Aggregate
security Aggregate
deposit: monthly rent:
112,912,790 241,592,658
8. Corporate/  Range:11_ Range: %0— Range: 111,189 No 9 0
Offices months— — 242,000,000 213,000—
9 years 5,000,000
Aggregate
security Aggregate
deposit: monthly rent:
51,589,950 27,109,954
g Cross- Range: 2 Range: %0— ‘Range: 5,580,654 No 164 0
utilization months— 116,733,015 235,310 —
centres 9 years 12,970,335
Agagregate
security Aggregate
deposit: monthly rent:
674,842,799 124,410,977
SPOTON LOGISTICS PRIVATE LIMITED
1. Gateways Range: Range: Range: 681,546 No 12 1
iW 2300,000- 60,500 —
months— 28,085,000 1,777,302
6 years
and 6 Aggregate Aggregate
months security monthly rent:
deposit: 27,155,293
333,187,606
2. Service Range: — Range: %0— —_—-Range: 749,422 No 110 25
centres iW 27,955,520 %5,500—

2795,552
We operate our business with an asset-light model. We lease our network infrastructure and as of December 31,
2021, we operated over 17.12 million square feet of leased infrastructure (including Spoton). The majority of the
leases entered into by us with respect to our delivery centres and warehouses are short-term leases ranging up to
12 months whereas the leases for our mega gateways are long-term leases (i.e. more than one year and up to nine
years). Periodic renewals of short-term leases may increase our costs as they are subject to rent renegotiations.
Further, if we are required to relocate any of our gateways or network infrastructure as a result of any termination
or non-renewal of our leases, we may incur additional cost as a result of such relocation, and our ability to service
our customers at such new locations may also be adversely impacted.

The lease agreements entered by us include a lock-in period (“Lock-in Period”), which in certain cases, lasts up
to three years. During the relevant Lock-in Period, we are restricted from exercising our right to terminate the
lease. Any decision to discontinue operations on such leased premises would nonetheless require us to continue
fulfilling our obligations under the lease agreements, such as paying rent for the remainder of the Lock-in Period,
which could adversely affect our financial condition and cash flows. During Fiscal 2019, Fiscal 2020 and Fiscal
2021 and the nine month periods ended December 31, 2020 and December 31, 2021, we made aggregate lease
payments of 21,434.91 million, 22,163.18 million, 32,936.80 million, 22,204.69 million and 22,806.49 million,
respectively. Further, we lease our Registered Office and Corporate Office. If we are unable to renew the
agreements pursuant to which we occupy the premises on terms and conditions acceptable to us, or at all, we may
have to relocate our Registered Office and Corporate Office.

Furthermore, some of our lease agreements require us to obtain consent from the lessors before undertaking certain
actions, such as altering the leased facilities, changing our constitutional documents or changing our use of the
leased premises. Failure to obtain consent from the lessors could result in the termination of the lease agreements.
The details of properties taken on lease by us as of December 31, 2021 are set forth below:

 

 

No. of leases
which have
Lease REM seregate Waetier the not been
S.  Purposeof Period Security Ono ‘area arrangements Number of Tesistered
No. lease oflease Deposit monthly jeased are with properties! ___°F
(in) basis) inadequate/
‘ (insqft) related
(in?) ae no stamp
ie duty has
been paid
DELHIVERY LIMITED
1. Gateways,  Range:2 Range: %0-— Range: 525,349 No 32 0
including — months— —%5,375,484 —-%52,000-
automated 9 years, 31,069,738
sort centres Aggregate
security Aggregate
deposit: monthly rent:
334,347,530 11,538,313
2. Fulfilment Range: ‘Range: %0-% Range: 5,253,300 No 67 0
centres i 48,400,000 30,000 —
months — 26,890,363
7years Aggregate
and 3 security Aggregate
months deposit: monthly rent:
%336,661,306 289,332,596
3. Collection  Range:5 Range: %0- Range: 68,752 No 23 0
points months 2,500,000 15,591 —
3 years 500,000
Ag jregate
security Aggregate
deposit: monthly rent:
212,973,235 33,083,583
4. Returns Range:3 Range: %0- ‘Range: 239,644 No 23 0
processing months— %5,293,960 _336,750-
centres 5 years 31,087,800
Aggregate
security

63
 

No. of leases

 

which have
Lease Rents osregate enue not been
S. Purpose of Period Security oe area arrangements Number of ¢#istered
No. lease of lease posit mont'y —jeased are with _— properties? . °F
(ind) basis) inadequate/
: (insqft) related
(ind) pares no stamp
duty has
been paid
months— Aggregate
Syears security Aggregate
deposit: monthly rent:
%84,121,596 216,865,829
3. Fulfilment Range: Range: Range: 166,279 Yes* 2 0
Centers iW %15,000- —-%5,000—
months— 5,250,000 592,950
5 years
Aggregate Aggregate
security monthly rent:
deposit: 33,018,399
312,591,988
4. Corporate’ Range: Range: %0— Range: 24,697 Yes* 7 0
Offices ret 33,427,280 %33,000—
months — 554,274
S years Aggregate
security Aggregate
deposit: monthly rent:
27,657,280 1,238,234
5. Cross- Range: Range: Range: 1,255,505 No 28 4
utilization 11 %81,000- ——-&27,000-
centres, months— 20,617,300 3,013,069
9 years
Aggregate Aggregate
security monthly rent:
deposit: 318,211,364
93,400,882

 

*One of the lease arrangements is with a related party. Details of such lease arrangements are set out below:

 

Category of

s.
No.
leases

Period of
lease

Security Lease Rent (on
Deposit (in a monthly
zQ basis) (in 2)

Aggregate
area (sq ft)

Properties

Name of the
lessor

Relationship of the lessor
with Spoton

 

Fulfilment
centre

Corporate
office

N

qt
months

845,388 365,217

12
months

80,000

15,879

1,500

1

Rangan

Manufacturing

Services Private
Limited

Pallavi Aravind

Raghavan Narasimhan, chief
executive officer of Spoton
Supply Chain Solutions
Private Limited (subsidiary
of Spoton), and Pallavi
Aravind, spouse of Raghavan
Narasimhan are the
promoters and members of
board of directors of Rangan
Manufacturing Services
Private Limited

Spouse of Raghavan
Narasimhan, chief executive
officer of Spoton Supply
Chain Solutions Private
Limited (subsidiary of
Spoton)

 

In respect of our Company, the premises leased by 66 gateways, 16 fulfilment centres, 18 collection points, 10 return processing centres, 73

service centers, 106 intermediate processing centres and 135 direct delivery centres are used simultaneously for multiple purposes, and have
accordingly been included only under ‘cross-utilization centres’. In respect of Spoton Logistics Private Limited and its subsidiary, Spoton
Supply Chain Solutions Private Limited, the premises leased by 28 gateways and 28 service centres are used simultaneously for both purposes,
and have accordingly been included only under ‘cross-utilization centres’.

65
Notes:

L Cross-utilization centres are such premises on which more than one network operating activity is undertaken. For example, a leased
area may be used for both gateway and service centre purposes.

2. The lease arrangements summarized under “Spoton Logistics Private Limited’ above are in respect of lease arrangements for Spoton
Logistics Private Limited and its subsidiary, Spoton Supply Chain Solutions Private Limited.

3. Fulfilment Centres under “Spoton Logistics Private Limited’ refer to the lease arrangements for its subsidiary, Spoton Supply Chain
Solutions Private Limited.

4. Excludes certain ancillary spaces such as accommodation areas, parking areas, etc.

In addition, lease agreements are required to be duly registered and adequately stamped under Indian law. Some
of our lease agreements are not duly registered and adequately stamped and we may face challenges in enforcing
them and they may be inadmissible as evidence in a court in India subject to penalties along with the requisite
stamp duty prescribed under applicable Indian law being paid.

The above factors may affect our ability to renew our lease agreements or result in us being required to enter into
an agreement for a new facility, consequently causing business disruptions. This may affect our business, financial
condition, cash flows and result of operations.

25. Our business generates and processes a large quantity of confidential customer data. Failure to protect
our customers’ or end consumers’ data through improper handling or unauthorised access could damage
our reputation and substantially harm our business and results of operations.

 

We have access to a large amount of confidential information in our day-to-day operations. We face risks inherent
in handling and protecting the large amount of data that our business generates and processes from the significant
volume of transactions on our platform. Such data includes sensitive personal information. Each waybill contains
the names, addresses, phone numbers and other contact information of the sender and recipient of a shipment. The
content of the shipment may also constitute or reveal confidential information. For example, we provide secure
delivery of documents, debit cards and credit cards for banks and financial institutions. The proper use and
protection of confidential information in accordance with applicable laws and our customer contracts are essential
to maintaining customer trust in us and our services.

Security breaches and hacker attacks on our system might result in a compromise to the technology that we use
to protect confidential information. We may not be able to prevent third parties, especially hackers or other
individuals or entities engaging in similar activities, from illegally obtaining confidential information in our
possession. Such individuals or entities may engage in various other illegal activities using such information, such
as seeking a ransom from us. For instance, we had three cyber security threats in the past three financial years,
none of which had any financial impact. In July 2018, we experienced a security breach which impacted our truck
loading operations and was promptly addressed. Additionally, we participate in vulnerability exposure
programmes where we invite ethical hackers to test our technology assets for any vulnerabilities and during such
tests a few minor incidents were identified in October 2018, February 2019 and June 2021, all of which were
promptly rectified and did not have any material impact on our financial statements or operations. In June 2020,
Spoton experienced a security breach wherein certain data was lost on account of an unauthorised access to its
systems. However, there was no financial impact on Spoton as such data had been backed up. In 2021, we
discovered a potential data leak, which we believe pertains to data from 2015-2016. This data breach does not
relate to sensitive financial information and such information is currently not active in our systems. While we
have undertaken corrective procedural and technical measures, we cannot assure you that such data leak and
breaches may not occur in the future. Furthermore, as parcels move through our network from pickup to delivery,
a large number of personnel handle the flow of parcels and have access to significant amounts of confidential
information. Some of these personnel may misappropriate the confidential information despite the security
policies and measures we have implemented. In addition, most of the delivery and pickup personnel are not our
employees, which makes it more difficult for us to implement sufficient and effective control over them.

In particular, we face risks relating to compliance with applicable laws, rules and regulations relating to the
collection, storage, use, sharing, disclosure, protection and security of personal information, as well as requests.
from regulatory and government authorities relating to such data. These laws, rules, and regulations evolve
frequently and their scope may continually change, through new legislation, amendments to existing legislation,
and changes in enforcement. In addition, many laws and regulations relating to privacy and the collection, storing,
sharing, use, disclosure, and protection of certain types of data are subject to varying degrees of enforcement and
new and changing interpretations by courts or regulators. For instance, in order to ensure data privacy, our
Company is required to ensure compliance with the Information Technology Act, 2000 (“IT Act”) and the rules
notified thereunder, including the Information Technology (Reasonable security practices and procedures and

66
sensitive personal data or information) Rules, 2011 (“Privacy Rules”), which prescribe , inter alia, directions for
the collection, disclosure, transfer and protection of sensitive personal data. The Privacy Rules, inter alia,
prescribe that the disclosure of sensitive personal data or information by body corporate to any third party shall
require prior permission from the provider of such information, who has provided such information under lawful
contract or otherwise, unless such disclosure has been agreed to in the contract between the body corporate and
provider of information, or where the disclosure is necessary for compliance of a legal obligation. Further, the
sharing or monetization of personal data by our Company is permitted only in accordance with the current
applicable laws, including the IT Act, the Privacy Rules, the privacy policy adopted by the Company, and with
the consent of the concerned person. Several jurisdictions have implemented new data protection regulations and
others are considering imposing additional restrictions or regulations. For example, with the proposed enactment
of the Personal Data Protection Bill, 2019 (“PDP Bill”), and the ongoing regulatory discussions to govern non-
personal data, the privacy and data protection laws are set to be closely administered in India, and we may become
subject to additional potential compliance requirements. The PDP Bill proposes a legal framework governing the
processing of personal data, where such data has been collected, disclosed, shared or otherwise processed within
India, as well as any processing of personal data by the Gol, Indian companies, Indian citizens or any person or
body of persons incorporated or created under Indian law. The PDP Bill defines personal data and sensitive
personal data, prescribes rules for collecting, storing and processing of such data and creates rights and obligations
of data-subjects and processors. The Indian Government has also been proposing a legislation governing non-
personal data. In September 2019, the Ministry of Electronics and Information Technology formed a committee
of experts (“NPD Committee”) to recommend a regulatory regime to govern non-personal data (“NPD”). The
NPD Committee has released two reports till date, which recommend, among other items, a framework to govern
NPD (defined as any data other than personal data), access and sharing of NPD with government and corporations
alike and a registration regime and for “data businesses”, being business that collect, process or store data, both
personal and non-personal. On December 16, 2021, the Joint Parliamentary Committee (“JPC”) report on the
PDP Bill, which proposed various modifications to the billl and presented a draft of the Data Protection Bill, 2021
(“DP Bill”), was tabled in both Houses of Parliament. In such report, the JPC proposed the removal of the term
“personal” from the title of the PDP Bill, to expand coverage of the DP Bill to non-personal data. Overall, changes
in laws or regulations relating to privacy, data protection, and information security, particularly any new or
modified laws or regulations, or changes to the interpretation or enforcement of such laws or regulations, that
require enhanced protection of certain types of data or new obligations with regard to data retention, transfer, or
disclosure, could require us to modify our existing systems or invest in new technologies to ensure compliance
with such applicable laws, which may require us to incur additional expenses.

Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies
or privacy-related legal and contractual obligations could cause our customers to lose trust in us and our services.
We could be subject to monetary and legal liabilities as a result of such breaches. Any perception that the privacy
of information is unsafe or vulnerable when using our services, could damage our reputation and substantially
harm our business.

26. We may fail to successfully enter necessary or desirable strategic alliances or make acquisitions or
investments, and we may not be able to successfully integrate acquisitions or achieve the anticipated
benefits from these alliances, acquisitions or investments we make.

As part of our growth strategy, we may seek strategic alliances with global and domestic leaders in various
segments of the logistics industries that bring synergies to our business, as well as high-quality acquisition
opportunities within and outside India that are complementary to our business or that enable us to build new and
valuable capabilities for our customers. For example, on February 27, 2019, we entered into an asset purchase
agreement with Aramex India Private Limited for the purchase of their fixed assets, equipment, property, contracts
(including customer contracts, manpower contracts and vendor contracts), licenses, customers and employees, to
further expand our supply chain and logistics business. The asset transfer was completed on March 25, 2019. On
February 20, 2021, we and our subsidiary, Delhivery USA LLC, entered into an asset purchase agreement with
Primaseller Inc. (“Primaseller”) and its founders to purchase Primaseller’s business of providing inventory and
order management through web services, along with all associated rights, titles and interest in intellectual property,
among others. The asset transfer was completed on February 22, 2021. On July 15, 2021, we entered into an asset
purchase agreement with FedEx Express Transportation and Supply Chain Services (India) Private Limited
(“FedEx”) and TNT India Private Limited (“TNT”) to acquire from FedEx certain assets, facilities and customer
contracts (subject to obtaining customer consent) to the extent that such contracts relate to FedEx’s business of
providing domestic express services (i.e., domestic express parcel and PTL freight services, but excluding
domestic freight transport services provided as part of freight forwarding business, warehousing services, or the
special services provided by TNT for cold-chain or healthcare express services in India), within India. Pursuant

67
to the anti-trust approval from the Competition Commission of India (“CCI”) on November 23, 2021, the asset
transfer was completed on December 5, 2021. 20,914,500 Equity Shares of our Company were allotted to FedEx
Express Transportation and Supply Chain Services (India) Private Limited on December 8, 2021. In August 2021,
we acquired our Material Subsidiary, Spoton Logistics Private Limited (“Spoton”), an express PTL freight service
provider in India. On December 31, 2021, we entered into a share subscription agreement and a share purchase
agreement with Falcon, a logistics automation solutions provider, to acquire a 34.55% stake in Falcon. The
investment was completed on January 4, 2022. For more details, see “History and Certain Corporate Matters —
Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years” on page 249.

Strategic alliances with third parties could subject us to a number of risks, including risks associated with the
sharing of proprietary information, non-performance or default by counterparties, increased expenses in
establishing these new alliances, and disputes with our strategic partners, any of which could materially and
adversely affect our business. We may have limited ability to control or monitor the actions of our strategic
partners. To the extent a strategic partner suffers any negative publicity as a result of its business operations, our
reputation may also be negatively affected by virtue of our association with such party.

The strategic acquisition and subsequent integration of new businesses is likely to require significant managerial
and financial resources and could result in a diversion of resources from our existing business, including the time
and attention of our management, which in turn could have an adverse effect on our growth and business
operations. We may not be able to successfully consummate new investments or acquisitions, integrate acquired
business and assets or assimilate the operations and personnel of the acquired businesses. We may not be able to
provide timely and effective training to employees of the acquired companies or may fail to maintain uniform
standards, procedure and policies across our businesses. Such difficulties may impair our relationship with our
existing and new employees and may impact our relationship with customers. We may fail to realise the synergies
or projected operational and financial benefits we anticipated at the time of acquisition or fail to achieve the
strategic purpose for the acquisition. Acquired businesses or assets may not generate the financial results we
expect and may be loss making over time. The cost and duration of integrating newly acquired businesses could
also materially exceed our initial estimates. Regulatory constraints, particularly anti-trust regulations, could affect
our ability to maximise the value of our acquisitions and investments or prevent us from consummating
investments or acquisitions. Acquisitions may result in dilutive issuances of equity securities or the incurrence of
debt. Any such negative developments could have a material adverse effect on our business, financial condition,
cash flows and results of operations.

27. Our Pro Forma Financial Statements may not be indicative of our actual results of operations and
financial position for such periods or as of such dates, or of expected results of operations in future
periods or our future financial position.

Given that our acquisition of Spoton was consummated on August 23, 2021, the Restated Financial Statements.
included in this Prospectus for the Fiscal Years ended March 31, 2021, March 31, 2020 and March 31, 2019 do
not account for the impact of the acquisition of Spoton on our financial position. As permitted by SEBI vide their
letter dated January 13, 2022, we have thus included in this Prospectus, the Pro Forma Financial Statements as of
March 31, 2021 and for Fiscal 2021 and the nine months period ended December 31, 2021. The Pro Forma
Financial Statements illustrates the impact of the Spoton acquisition on our financial position as at March 31, 2021
as if the acquisition happened on March 31, 2021, and on our results of operations for the year ended March 31, 2021
and for the nine months period ended December 31, 2021 as if the acquisition took place on April 1, 2020 and April
1, 2021, respectively. As such, the Pro Forma Financial Statements may not necessarily be indicative of what our
actual results of operations and financial position would have been for such periods or as of such dates, nor are
they intended to be indicative of expected results of operations in the future periods or our future financial position.
As the Pro Forma Financial Statements is prepared for illustrative purposes only, it is, by its nature, subject to
change and may not give an accurate picture of the actual financial results that would have occurred had such
transactions by us been effected on the dates they are assumed to have been effected, and is accordingly not
intended to be indicative of our future financial performance. For example, in connection with the acquisition, we
may incur certain costs, which could also cause such Proforma Consolidated Financial Information to not be
reflective of our future performance. If the various assumptions underlying the preparation of the Pro Forma
Financial Statements do not come to pass, our actual results could be materially different from those indicated in
the Pro Forma Financial Statements. Accordingly, the Pro Forma Financial Statements included in this Prospectus
is not intended to be indicative of expected results or operations in the future periods or the future financial position
of our Company or a substitute for our past results, and the degree of reliance placed by investors on our Pro
Forma Financial Statements should be limited. In addition, the Proforma Consolidated Financial Information have
not been prepared in accordance with accounting or other standards and practices generally accepted in

68
jurisdictions other than India, such as Regulation S-X under the U.S. Securities Act of 1933, as amended, and
accordingly should not be relied upon as if they had been prepared in accordance with those standards and
practices of any other jurisdiction. For further details, see “Proforma Financial Statements” on page 361.

While Spoton’s Special Purpose Consolidated Financial Statements as at and for the year ended March 31, 2021
have been prepared in accordance with Indian Accounting Standard (Ind AS) notified under the Companies
(Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of
Division II of Schedule III to the Companies Act, (Ind AS compliant Schedule III), as applicable to the Special
Purpose Consolidated Financial Statements, they are not required to and have not been restated in accordance
with the SEBI ICDR Regulations. These Special Purpose Consolidated Financial Statements have been prepared
in accordance with the measurement and recognition principles of Indian Accounting Standard (Ind AS) notified
under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) after considering
the transition date of April 1, 2020. However, these Special Purpose Consolidated Financial Statements do not
include certain disclosures which would have otherwise been required for general purpose consolidated financial
statements. These Special Purpose Consolidated Financial Statements omits disclosures such as transition date
balance sheet, comparative information and certain other disclosures as envisaged under Ind AS and presentation
requirements of Division II of Schedule III to the Companies Act, 2013. Please see “—External Risks—Risks
Relating to India—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 79 for further details.

 

28. Our insurance may be insufficient to cover all losses associated with our business operations.

We maintain various insurance policies to safeguard against risks and unexpected events. As of March 31, 2019,
March 31, 2020, March 31, 2021 and December 31, 2021, we maintained a total insurance coverage of 21,945.25
million, %2,904.46 million, 33,506.75 million and 26,582.08 million, respectively, covering 84.61%, 98.28%,
88.95% and 94.15% of our net tangible assets, respectively. While we believe that each of our facilities and
transport vehicles have adequate equipment to ensure and meet necessary safety standards, certain accidents or
mishaps may still occur, whether by accident or on account of our workers’ negligence in complying with
prescribed safety standards.

We have therefore purchased a standard fire and special perils policy, burglary insurance policy, fire floater policy,
marine cargo insurance policy, carriers legal liability insurance policy, directors and officers policy, group medi-
claim policy, group personal accident insurance policy, special contingency insurance policy and machinery
insurance policy. We have also purchased a package insurance policy which covers our principal offices and a
logistics liability insurance policy covering any loss of money. However, insurance companies in India and other
jurisdictions in which we operate may offer limited business insurance products. For example, we are not able to
insure any parcels that are already covered by insurance purchased by our customers. Furthermore, insurance
coverage for certain types of risks, such as insurance coverage for handling pharmaceutical and healthcare
products as well as food and beverages can generally be very costly or not procurable. As a result, we may not be
able to acquire any insurance for all types of risks we face in our operations in India and elsewhere.

Even if we have purchased insurance which we deemed to be appropriate and adequate, our insurance coverage
may be insufficient to cover all the risks associated with our business and operations, and generally do not cover
losses from business interruptions, or we may not be able to successfully claim for losses under our current
insurance policies on a timely basis, or at all. Pursuant to our contracts with our customers, we typically undertake
to pay a certain amount of liability per shipment, for which we may not have adequate insurance protection. Any
business disruption, litigation, regulatory action, outbreak of epidemic disease, adverse weather conditions or
natural disasters could expose us to substantial costs and diversion of resources.

In the case of an uninsured loss or a loss in excess of insured limits, including those caused by natural disasters
and other events beyond our control, we may be required to pay for losses, damages and liabilities out of our own
funds, which could materially and adversely affect our business, financial condition, cash flows and results of
operations. Even if our insurance coverage is adequate to cover our direct losses, we may not be able to take
remedial actions or other appropriate measures in a timely manner or at all. Furthermore, our claim records may
affect the premiums which insurance companies may charge us in the future. We may not be able to maintain
insurance of the types or at levels which we deem necessary or adequate or at rates which we consider reasonable,
in particular in case of significant increases in premium levels upon the renewal of our insurance policies. If we

69
are unable to pass increased insurance costs to our customers, the costs of higher insurance premiums could have
a material adverse effect on our costs and profitability.

29. We have not been in compliance with certain provisions of the Companies Act, 2013 and have had a delay
in reporting a downstream investment in the past, and we cannot assure you that such matters in this
regard will be resolved in our favour.

Our Material Subsidiary has not been in compliance with certain requirements of the Companies Act, 2013 in the
past and we cannot assure you that it will not be subject to any penalties imposed by regulatory authorities in
connection with such matters in the future. Spoton was unable to hold its annual general meeting for Fiscal Year
2020 within the permitted timeline for holding such meetings due to the COVID-19 pandemic and certain other
administrative delays, and was delayed in holding such a meeting by four months and four days. Spoton first filed
a compounding application on August 9, 2021 with the Registrar of Companies, Gujarat, seeking compounding
of offences punishable under Section 99 of the Companies Act, 2013, and later refiled the application on August
26, 2021 pursuant to certain observations received from the Registrar of Companies, Gujarat, on the original
application. The managing director and chief executive officer of Spoton, the company secretary of Spoton, and
Spoton, have each paid a penalty of 30.07 million imposed by the Regional Director, Ahmedabad in this regard.
Further, Spoton had failed to appoint company secretary under the applicable provisions of the Companies Act,
1956 and Companies Act, 2013, and has filed a compounding application and an adjudication application, each
dated August 18, 2020, with the Regional Director, Ahmedabad and Registrar of Companies, Gujarat,
respectively. An adjudication notice of penalty dated December 23, 2021 (“Notice”) has been issued to Spoton
by such Registrar of Companies requiring Spoton to show cause as to why a penalty of 20.50 million on Spoton
and 20.23 million on the officer in default should not be imposed. By way of its letter dated January 3, 2022,
Spoton had submitted its reply to the Notice with the Registrar of Companies, Gujarat, stating that Spoton had
sought to rectify the default by appointing a whole-time company secretary on May 2, 2019, and had requested
that the penalty not be imposed. Subsequently, by way of an order dated February 1, 2022, the Registrar of
Companies, Gujarat imposed a penalty of 20.50 million on Spoton and 20.23 million on the officer in default,
Abhik Mitra, against which Spoton and Abhik Mitra have filed a memorandum of appeal before the Regional
Director, Ahmedabad. Additionally, Spoton has not filed a Form PAS-3 with the Registrar of Companies, Gujarat
for allotment of its equity shares to certain shareholders in Fiscal 2020. Further, the RBI had intimated us on
December 28, 2021, of a late submission fee of 75.44 million imposed on us due to delay in filing of a Form DI
in relation to reporting of a downstream investment in Spoton, our Material Subsidiary. Our Company had by way
of a letter dated January 4, 2022, sougnt a waiver from the RBI stating, inter alia, that our Company had initiated
the reporting within the timeline prescribed by the RBI, but the delay in final submission was due to additional
explanations and documents requested by RBI, and the relevant staff members of our Company being unavailable
as they contracted COVID-19. Subsequently, on February 1, 2022, the RBI has provided its conditional
acknowledgement in relation to the filing of the Form DI, subject to payment of late submission fee of 20.19
million, against which, our Company has by way of an application dated February 14, 2022 sought a waiver from
the RBI. While no disputes or regulatory actions have arisen in connection with these events and no material
unaccounted financial liability exist due to these events, we cannot assure you that these matters will be resolved
in a timely manner or at all and that we will not be subject to any penalties in the future.

30. Some of the corporate records pertaining to the issuance of shares and change in registered office of
our Company are not traceable.

We are unable to trace challans in respect of certain Forms-2 filed by our Company with the RoC in relation to
issuance of equity shares on November 30, 2011 and January 17, 2012 and challan in respect of the Form-18 filing
for change of our registered office on August 1, 2011 from B-32, Swasthya Vihar, Delhi 110 092 to F 7, Bandu
Vihar Apartments, Plot No. 11, Sector 10, Dwarka, New Delhi 110 075. While it is unlikely to have a material
financial impact on us, we cannot assure you that these form filings were made in a timely manner or at all.
Further, we cannot assure you that we will not be subject to any penalties imposed by the competent regulatory
authority in connection with these corporate records or filings. While no disputes or regulatory actions have arisen
in connection with these filings until date, we cannot assure you that no such actions will be initiated in the future.

31. An inability to comply with repayment and other covenants in our financing agreements may lead to,
among others, accelerated repayment schedules and enforcement of security, which may adversely affect
our business, results of operations, financial condition, cash flows and credit rating.

We have entered into agreements in relation to our financing arrangements with certain banks. As of December
31, 2021, we had current borrowings of 22,702.53 million. The agreements with respect to our borrowings contain

70
restrictive covenants, including, but not limited to, requirements that we obtain consent from the lenders prior to
undertaking certain matters including, among others, effecting a merger, amalgamation or scheme of arrangement,
change in the shareholding pattern, ownership, management, control or constitution of our Company, undertaking
any expansion or investment in any other entity and amendments to our constitutional documents. For example,
certain covenants relating to maintenance of financial ratios under the financing arrangements for some of existing
borrowings had not been complied by our Material Subsidiary, Spoton for Fiscal 2021 (prior to being acquired by
us) and no penalties were levied for such non-compliance by the lender banks. Spoton has obtained credit ratings
in respect of its borrowings. There were no downgrades in any of such credit ratings in Fiscal 2019, Fiscal 2020
and Fiscal 2021 and the nine months period ended December 31, 2021.

There can be no assurance that we will be able to comply with the financial or other covenants prescribed under
the documentation for our financing arrangements or that we will be able to obtain consents necessary to take the
actions that may be required to operate and grow our business. Any failure to comply with the conditions and
covenants in our financing agreements or the creation of additional encumbrances that is not waived by our lenders
or guarantors or otherwise cured or occurrence of a material adverse event could lead to an event of default and
consequent termination of our credit facilities could adversely affect our financial condition, cash flows and credit
rating. If we fail to service our debt obligations, an event of default may be triggered which may lead to, among
others, the imposition of penalties, conversion of debt into equity, termination of our credit facilities, acceleration
of all amounts due under such facilities and/or the enforcement of any security provided. For further details, see
“Financial Indebtedness” on page 513. If the lenders choose to enforce security and dispose our assets to recover
the amounts due from us, our business, financial condition, cash flows and results of operations may be adversely
affected. Moreover, any such action initiated by our lenders could result in the price of the Equity Shares being
adversely affected.

32. Our Company, our Subsidiaries and certain of our Directors are involved in certain legal proceedings.
Any adverse decision in such proceedings may render us/them liable to liabilities/penalties and may
adversely affect our business and results of operations.

Our Company, Subsidiaries and certain of our Directors are currently involved in certain legal proceedings. These
legal proceedings are pending at different levels of adjudication before various courts and tribunals. In the event
of any adverse rulings in these proceedings or the consequent levying of penalties, we may need to make payments
or make provisions for future payments, which may increase our expenses and current or contingent liabilities.

The summary of outstanding litigation involving our Company, our Subsidiaries and our Directors as on the date
of this Prospectus have been provided below in accordance with the materiality policy adopted by our Board. As
of the date of this Prospectus, there are no outstanding litigation proceedings involving our Group Company, the
outcome of which could have a material impact on our Company. For details, see “Outstanding Litigation and
Material Developments” on page 550.

 

 

Name of Criminal Tax Statutoryor Disciplinary actions ‘Material Aggregate
Entity Proceedings Proceedings Regulatory _by the SEBI or Stock Civil amount
Proceedings Exchange against our _Litigations _ involved (in &
Promoters million)*
Company
By the 8 Nil Nil N.AL 2 50.74
Company
Against the 4 24 13 N.A. 48" 411.69
Company
Directors
By our Nil Nil Nil N.A. 1 1,625.57
Directors
Against the 8 1 5 N.A. Nil 2.30
Directors
Promoters
By Promoters NA. NAL N.A. N.A. N.A. N.A.
Against NA. NA. NA. N.A. N.A. N.A.
Promoters
Subsidiaries
By 15 Nil Nil N.AL Nil 4.66
Subsidiaries

 

FL
 

Name of Criminal Tax Statutoryor Disciplinary actions ‘Material Aggregate

 

Entity Proceedings Proceedings Regulatory _by the SEBI or Stock Civil amount
Proceedings Exchange against our _Litigations_ involved (in
Promoters million)*
Against Nil 11 Nil N.A. Nil 638.23
Subsidiaries

 

* To the extent quantifiable.
#Consumer cases filed against our Company before various forums amounting to 22.05 million.

We cannot assure you that any of the outstanding litigation matters will be settled in our favour or that no
additional liabilities will arise out of these proceedings. 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. We may also be subject to legal action by our employees and/or former employees in
relation to alleged grievances, such as termination of employment or the vesting and exercise of ESOPs granted
to them during their employment. 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 persons
against us.

33. We rely on certain key operating metrics and non-GAAP measures to evaluate the performance of our
business, and real or perceived inaccuracies in such metrics may harm our reputation and negatively
affect our business.

We rely on certain key operating metrics, such as the number of express shipments handled and shipment volume
to evaluate the performance of our business. Our operating metrics are not standardised terms, and hence may
differ from estimates published by third parties or from similarly titled metrics used by our competitors due to
differences in methodology and assumptions. We calculate these operating metrics using internal company data.
Other companies may calculate these measures and metrics differently from us, limiting its usefulness as a
comparative measure. The following table provides an overview of our key financial performance indicators
(including Spoton financials which were consolidated with effect from August 24, 2021) and operational
performance indicators (excluding Spoton) as of and for the dates / periods indicated.

 

As of the end of and for Fiscal Year ended March As of and for the

 

 

31, nine months
period ended
December 31,
2019 2020 2021 2021
PIN code reach 13,485 15,875 16,677 17,488
Infrastructure (in million square feet) 5.96 9.85 12.23 14.27
No. of gateways 73 83 88 82
Rated Automated Sort Capacity (in 158 2.26 2.62 3.70
million parcels/day)
Number of delivery points 2,258 2,973 3,382 3,836
Team size‘) 28,830 40,416 53,086 86,184
No. of Active Customers 4,867 7,957 16,741 23,113
Revenue from, contacts: with iesse97 27,805.75 36,465.27 48,105.30
ustomers (in = million)
en for the period/ year (in (17 933 04) (2,689.26) (4,157.43) (8,911.39)
EBITDA (1,370.71) (1,720.47) (1,003.79) (2,317.92)
Adjusted EBITDA (in & million)®@ (1,876.44) (2,531.93) (2,532.83) (348.01)
@ Includes permanent employees and contractual workers (excluding daily wage manpower and security guards and Spoton) as of
the last day of the relevant period, as well as last mile delivery agents in the last month of the relevant period.
(2) Spoton financials were consolidated with effect from August 24, 2021.
(@) Share based payment expenses corresponding to ESOPs are excluded from Adjusted EBITDA calculations.

The following table provides a snapshot of Spoton’s key operational performance indicators as of and for the dates
indicated.

 

As of the end of and As of and for the nine

 

v2
 

for months ended

 

 

Fiscal
2021 December 31, 2021
PIN code reach 12,764 13,087
Infrastructure (in million square feet) 2.62 2.85
No. of gateways 38 40
Number of service centres, including partner operated locations 320 343
Team size”) 1,991 2,092
No. of Active Customers 5,234 5,541
(1) _ Includes permanent employees and contractual workers (excluding daily wage manpower and security guards) as of the last day of

the period.

We track such operating metrics with internal systems and tools. 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 undercount or overcount 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 and limitations.
or errors with respect to how we measure data or with respect to the data that we measure. This may affect our
understanding of certain details of our business, which could affect our long-term strategies.

If we discover material inaccuracies in the operating metrics we use, or if they are perceived to be inaccurate, our
reputation may be harmed, and our evaluation methods and results may be impaired, which could negatively affect
our business. If investors make investment decisions based on operating metrics we disclose that are inaccurate,
we may also face potential lawsuits or disputes with investors or regulators.

In addition, we have presented measures such as Adjusted EBITDA and Adjusted EBITDA margin in this
Prospectus, which are not measures of financial performance or liquidity recognized under Ind AS, Indian GAAP,
IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/
(loss) for the years/ period 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, Indian GAAP, IFRS or US GAAP. Our calculation of these metrics may differ from
similarly titled computation of other companies, and thus, a direct comparison of these non-GAAP measures and
metrics between companies may not be possible. See “Certain Conventions, Presentation of Financial, Industry
and Market Data- Non-GAAP Measures” on page 14.

34, Our international operations involve risks that could increase our expenses, adversely affect our results
of operations and require increased time and attention from our management.

We provide door-to-door and port-to-port express parcel and freight shipping services to customers from India to
the rest of the world and to India from other countries. This is powered by strategic, global partnerships with other
leading logistics companies including Aramex. Further, pursuant to our pick-up, delivery and sales agent
agreement with FedEx dated July 15, 2021 (the “PUD Agreement”), FedEx will provide international delivery
services outside India or into India, among others. The FedEx Asset Purchase Agreement for our acquisition of
certain FedEx assets, facilities and customer contracts (subject to obtaining customer consent) relating to FedEx’s
business of providing domestic express services within India, also came into effect on December 5, 2021. In
addition, we are in the process of developing a direct presence in emerging markets similar to India, like the
SAARC countries, through partnerships with local operators. Our strategic partnerships with other logistics
companies may prove unsuccessful or fail to generate the expected business synergies, which would materially
and adversely affect our growth prospects outside of India.

We may be subject to risks inherently associated with international operations. Our global operations expose us
to legal, tax and regulatory requirements and violations or unfavourable interpretation by the respective
authorities, which could harm our business. This might include difficulties in managing, growing and staffing
international operations, including in countries in which foreign personnel are, or may become, part of labour
unions, personnel representative bodies or collective agreements, which could give rise to work stoppages or
slowdowns. Additional risks associated with international operations include difficulties in enforcing contractual
rights, foreign currency risks, risks associated with complying with a wide variety of foreign laws and potentially
adverse tax consequences, including permanent establishment and transfer pricing issues, tariffs, quotas and other
barriers, potential difficulties in collecting accounts receivable and loss or theft of our intellectual property rights.
In addition, we may face competition in other countries from companies that may have more experience with

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operations in such countries or with international operations. These factors could impede the success of our
international expansion plans and limit our ability to compete effectively in other countries.

35. 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 patents, trademarks, copyrights, designs, domain names and other intellectual property as critical
to our business and have invested significant resources to develop and patent these intellectual properties. For
example, our data science team has filed patents in India and the United States, including two patents filed in India
with respect to tamper free packaging boxes with perforations and interlocking flaps and tuck lock packaging
boxes with perforations and interlocking flaps. We have also registered the design for a “multi format” bag in
India, and registered a number of trademarks, including “Delhivery”, “Delhivery ENABLING ECOMMERCE”
and “Delhivery Small”, in India and certain other jurisdictions such as Hong Kong, the United Kingdom, the
United States, China and Singapore.

We rely on intellectual property laws to protect our proprietary rights. It is often difficult to register, maintain and
enforce intellectual property rights in India. Statutory laws and regulations are subject to judicial interpretation
and enforcement and may not be applied consistently due to a lack of clear guidance on statutory interpretation.
We may fail to restrain third parties from using brand names and trademarks that are deceptively similar to ours.
For instance, the High Court of Delhi, in an order passed on October 12, 2020, held that “DELHIVERY” is a
phonetically generic word that cannot be registered to benefit from statutory rights, and that there may not be any
claims against use of the mark “DELIVER-E”. While the registration status of our “DELHIVERY” trademark
was reaffirmed in a subsequent order passed by the High Court of Delhi on October 22, 2020, we were nevertheless
unable to protect our trademark, and may in the future face similar issues in protecting our intellectual property
rights.

Confidentiality agreements and license agreements may be breached by counterparties, and there may not be
adequate remedies available to us for any such breach. Accordingly, any of our intellectual property rights could
be challenged, invalidated or circumvented, or such intellectual property may not be sufficient to provide us with
competitive advantages. Furthermore, because of the rapid pace of technological change, there can be no assurance
that all of our proprietary technologies and similar intellectual property will be patented in a timely or cost-
effective manner, or at all.

Policing any unauthorised use of our intellectual property is difficult and costly and the steps we have taken may
be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation
to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our
managerial and financial resources. We may not prevail in such litigation. In addition, our intellectual property
may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure
in protecting or enforcing our intellectual property rights could have a material adverse effect on our business,
financial condition, cash flows and results of operations.

Further, we also use open source software to build and operate our proprietary technology and software. As a
result, we could be subject to suits by parties claiming ownership of what we believe to be open source software
or allegations of non-compliance with open source licensing terms. Further, any requirement to disclose our source
code or pay damages for any breach of open source software license terms could be harmful to our business,
financial condition, cash flows and results of operations.

36. Economic sanctions, anti-corruption laws and anti-money laundering laws imposed by the United States
and other jurisdictions may expose us to potential compliance risks.

Sanctions laws prohibit business in or with certain countries or governments, and with certain persons or entities
that have been sanctioned by the United States or other governments and international or regional organisations,
such as the United Nations Security Council. Although our primary market is India, we provide cross-border
express parcel and air-freight shipping services across the SAARC region from and to anywhere in the world. In
Fiscal 2021, we successfully entered the Bangladesh and Sri Lanka markets, in collaboration with local partners.

As part of our growth strategy, we intend to expand our international business, which may increase our exposure
to international sanctions. For example, we may have limited control over the activities of our international
business partners and investees, which may provide delivery services into jurisdictions that are subject to
sanctions. Any U.S. affiliate and any U.S. employees will be subject to all U.S. economic sanctions requirements.
We currently do not maintain internal controls for compliance with applicable economic sanctions, and we cannot

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ensure that we do not do business with sanctioned parties or provide delivery services for products for higher-risk
or prohibited end-uses. We also cannot predict with certainty the interpretation or implementation of any sanction
laws or policies. While we do not believe that we are in violation of any applicable sanctions or that any of our
activities are currently sanctionable under applicable laws, have put in place policies and procedures to address
the risks of violating anti-corruption and anti-money laundering laws in the jurisdictions in which we operate, and
are in the process of adopting a comprehensive sanctions policy, some of our activities or the activities of our
affiliates could expose us to penalties under these laws. Any alleged violations of sanctions could adversely affect
our reputation, business, results of operations, cash flows and financial condition. Also, we may be subject to
Foreign Corrupt Practices Act and other anti-corruption laws. Our activities in India create the risk of unauthorised
payments or offers of payments by employees, consultants, agents or other business partners of our company and
its affiliates. We may also be held liable under successor liability for violations committed by companies in which
we invest or that we acquire.

There may be illegal conducts violating economic sanctions or anti-corruption laws within or in connection with
our network. Although we have adopted protocols and disciplinary measures governing business conduct of our
employees and our customers, there can be no assurance that such measures are sufficient to prevent and deter
them or their personnel from violating economic sanctions or anti-corruption laws. Such conduct may include
mishandling of funds or unlawful kickbacks. We also have little control over third parties involved in illegal
business conducts targeted at or in connection with our network. We may incur substantial monetary losses and
suffer reputational damage due to these conducts. We may even incur significant liabilities and penalties arising
from such conducts. We may also be required to allocate significant resources and incur material expenses to
further prevent actions that may violate sanctions or anti-corruption laws.

Our business partners and third-party payment service providers are subject to anti-money laundering obligations
under applicable anti-money laundering laws and regulations and are regulated in that respect by the RBI. If we
or any of our third-party service providers fail to comply with applicable anti-money laundering laws and
regulations, our reputation could suffer and we could become subject to regulatory intervention, which could have
a material adverse effect on our business, financial condition, cash flows and results of operations. Such incidents
could compromise our image or undermine the trust and credibility we have established.

  

37. Our Directors and key managerial personnel have interests in our Company in addition to their
remuneration and reimbursement of expenses.

Certain Directors and Key Managerial Personnel are interested in our Company to the extent of their respective
shareholding in our Company as well as to the extent of any employee stock options, dividends, bonus or other
distributions on Equity Shares. Certain Directors are also nominees of some of our shareholders. For details, please
see “History and Certain Corporate Matters — Shareholders’ Agreements” on page 250. For details on the
interests of our Directors and key management personnel, see “Our Management—Interests of Directors” and
“Our Management— Interests of Key Managerial Personnel” and on pages 264 and 273.

38. We do not own our registered office premises or our corporate office premises and if our rights over these
leasehold properties are revoked, our business operations may be disrupted.

We do not own the premises on which our registered office (N24-N34, S24-34, Air Cargo Logistics Centre-II,
Opposite Gate 6 Cargo Terminal, Indira Gandhi International Airport, New Delhi — 110037, India) and corporate
office (Plot 5, Sector 44, Gurugram ~ 122002 Haryana, India) are situated. Our registered office has been leased
for a four-year period effective from June 1, 2018 to May 31, 2022, while our corporate office has been leased for
a nine-year period effective from June 1, 2015 to May 31, 2024. If these lease deeds are terminated prior to the
completion of their respective terms, we may suffer a temporary disruption in our operations. We may be unable
to locate suitable alternate facilities on favourable terms, or at all, and this may have an adverse effect on our
business, results of operations, cash flows and financial conditions.

39. If there is any damage to our brand image or reputation, our business, revenue, profitability and growth
may be harmed.

We believe our brand image and reputation plays an important role in enhancing our competitiveness and
maintaining our growth. Many factors, including our ability to provide quality services to our customers, manage
complaints and negative publicity and maintain a positive perception of our Company, may impact our brand
image and corporate reputation. Any actual or perceived deterioration of our service quality may subject us to
damages, including the loss of our key customers. The quality of our services significantly depends upon the

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timely pick-up and delivery of shipments. The delivery of shipments may be subject to delays, including due to
underdeveloped road and highway infrastructures in remote locations, adverse weather conditions, road closures.
and other factors beyond our control. If we are unable to provide our services in a timely, reliable, safe and secure
manner, our reputation and customer loyalty could be negatively affected. Delays in the delivery of shipments
may also result in a breach of our contract with the relevant customer and may be grounds for penalties, fines,
other damages or termination of such contract. Any negative publicity against us may further harm our reputation.
As our platform continues to scale and public awareness of our brand increases, any issues that draw media
attention may have an amplified negative effect on our reputation and brand. If we are unable to promote our
brand image or reputation or maintain our service quality, we may not be able to retain our customers or increase
the size of our business with them, and our business, financial condition, cash flows, results of operations and
growth prospects may be materially and adversely affected. We may face increased difficulties in our hiring efforts
and our ability to partner with other service providers. We could also require additional resources to rebuild our
reputation and restore the value of our brand.

EXTERNAL RISKS
Risks Relating to India

40. Any deficiencies in India’s road network and telecommunication, internet, air cargo and airport
infrastructures could impair the functioning of our business operations and technology systems.

Our business depends on the performance and reliability of the road network, air cargo and airport infrastructure
and telecommunication and internet infrastructure in India.

Various factors affect road transportation, such as bad weather conditions, natural calamities, road construction,
road quality, regional disturbances, fatigue or exhaustion of drivers, improper conduct of the drivers, restrictions
on truck movements, lockdowns, accidents or mishaps, third-party negligence and political unrest. For example,
in December 2019, damage to the Karmanasha bridge resulted in transit delays of 15 to 16 hours for trucks
traveling from the northern parts of India to the eastern parts of India for over three months. Narrow and poor
road conditions in some parts of India can result in reductions in the average speed of our trucks from 40-45
kilometres per hour to 10-15 kilometres per hour.

Even though we undertake various measures to avoid or mitigate risks arising from such factors, including
leveraging our AI and machine-learning technologies which optimise our routing, some of these factors could
cause extensive damage to our assets and shipments, and affect our operations and/or the condition of our vehicles,
thereby increasing our operational costs. Any such interruptions or disruptions could cause delays in the delivery
of goods to their destination and/or cause damage to shipments. We may be held liable to pay compensation for
losses incurred by our customers in this regard, and/or losses or injuries sustained by other third parties. Moreover,
such delays or damages could cause a loss of reputation, which, over a period of time, could lead to a decline in
business. In the event that shipments have a short shelf life, such as perishable goods, any delivery delays could
expose us to additional losses and claims. Although some of these risks are beyond our control, we may still be
liable for the condition of the shipments and their timely delivery and any disruptions or delays could adversely
affect us and lead to a loss of reputation and profitability.

Furthermore, the availability and reliability of our website, applications, customer service channels and
technology systems depend on telecommunication carriers and other third-party providers for digital data
transmission and storage capacity, including bandwidth and server storage, among other things. If we are unable
to enter into and renew agreements with these providers on acceptable terms, or if any of our existing agreements
with such providers are terminated as a result of our breach or otherwise, our ability to provide our services to our
customers could be adversely affected. We have experienced service interruptions in the past due to service
interruptions at the underlying external telecommunications service providers, such as Internet data centres and
broadband carriers. Frequent service interruptions could frustrate customers and discourage them from using our
services, which could cause us to lose customers and harm our operating results.

The lack of inadequate or unreliable air cargo or airport infrastructure can have a direct adverse impact on our
business operations, including our future expansion plans. The availability and cost of cargo space and the timely
departures of planes are critical to our operations. Various factors may affect air cargo and airport infrastructures,
such as deteriorations in the quality of the airport runways, bad weather conditions, natural calamities and air

76
traffic. Interruptions in air cargo services can adversely affect our ability to make timely deliveries and the quality
of our service.

41. Changes in the taxation system in India could adversely affect our business.

Our business operations, financial condition, cash flows and results of operations could be adversely affected by
any changes in the extensive central and state tax regime in India applicable to us. We are affected by tax and
other levies imposed by the central and state governments in India, including central and state taxes and other
levies, income tax, goods and service tax, stamp duty and other special taxes and surcharges, which are introduced
or subject to change on a temporary or permanent basis from time to time. The final determination of our tax
liability involves the interpretation of local tax laws and related regulations in each jurisdiction, as well as the
significant use of estimates and assumptions regarding the scope of future operations and results achieved and the
timing and nature of income earned and expenditures incurred.

For instance, the Gol has implemented two major reforms in Indian tax laws, namely the GST, and provisions
relating to general anti-avoidance rules (“GAAR”). The indirect taxes on goods and services, such as central
excise duty, service tax, central sales tax, state value added tax, surcharge and excise have been replaced by Goods
and Service Tax with effect from July 1, 2017. The GST regime is relatively new and therefore is subject to
amendments and its interpretation by the relevant regulatory authorities. GAAR became effective from April 1,
2017. The tax consequences of the GAAR provisions being applied to an arrangement may result in, among others,
a denial of tax benefit to us and our business. In the absence of any precedents on the subject, the application of
these provisions is subjective. If the GAAR provisions are made applicable to us, it may have an adverse tax
impact on us. Furthermore, if the tax costs associated with certain of our transactions are greater than anticipated
because of a particular tax risk materializing on account of new tax regulations and policies, it could affect our
profitability from such transactions.

We may choose not to claim any of the specified deductions or exemptions and claim the lower corporate tax, in
which case, the minimum alternate tax provisions would not be applicable. Alternatively, we may choose to pay
the higher of corporate tax, 30% or 25%, as the case may be, plus applicable surcharge and cess, after claiming
the applicable deductions and exemptions or the minimum alternate tax at the rate of 15% plus applicable
surcharge and cess. The impact of these amendments on our business and operations or on the industry in which
‘we operate remains uncertain.

With several proposals to introduce further regulatory compliances, additional conditions to be met to receive
benefits under existing regimes being introduced, upon any such proposals being notified, we may also become
subject to additional compliances and increased associated costs.

42. The ability of foreign investors to invest in our Company may be constrained by Indian law.

Under foreign exchange regulations currently in force in India, transfer of Equity Shares between non-residents
and residents are freely permitted (subject to certain exceptions), if they comply with the valuation and reporting
requirements specified by the RBI. If a transfer of Equity Shares is not in compliance with such requirements and
falls under any of the exceptions specified by the RBI, then the RBI’s prior approval is required. See “Restriction
of Foreign Ownership of Indian Securities” on page 611.

In addition, shareholders who seek to convert Rupee proceeds from a sale of Equity Shares in India into foreign
currency and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from
the Indian income tax authorities. We cannot assure you that any required approval from the RBI or any other
governmental agency can be obtained on any particular terms, or at all. In terms of Press Note 3 of 2020, dated
April 17, 2020, issued by the Department for Promotion of Industry and Internal Trade (“DPIIT”), as consolidated
in the FDI Policy with effect from October 15, 2020, all investments under the foreign direct investment route by
entities of a country which shares land border with India or where the beneficial owner of an investment into India
is situated in or is a citizen of any such country will require prior approval of the Gol. Furthermore, 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/ purview, such subsequent
change in the beneficial ownership will also require approval of the Gol. Any such approval(s) would be subject
to the discretion of the regulatory authorities. This may cause uncertainty and delays in our future investment
plans and initiatives. We cannot assure you that any required approval from the relevant governmental agencies
can be obtained on any particular terms or at all. For further details, see “Restriction of Foreign Ownership of
Indian Securities” on page 611.

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43. A downgrade in ratings of India, may affect the trading price of our Equity Shares.

Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India.
India’s sovereign rating by Fitch was decreased from BBB with a “stable” outlook to BBB with a “negative”
outlook (Fitch) in June 2020. In May 2021, DBRS changed India’s sovereign rating from BBB with a “negative”
outlook to BBB (low) with a “stable” outlook. Further, in October 2021, Moody affirmed India’s sovereign rating
of Baa3 with a “stable” outlook which has been upgraded from ‘negative’. India’s sovereign rating from S&P is
BBB- with a “stable” outlook. Any 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 the Equity Shares.

44, Political, macroeconomic, demographic and other changes could adversely affect economic conditions in
India.

Our Company is incorporated in India and derives the majority of its revenue from contracts with customers in
India and the majority of its assets are located in India. Consequently, our performance and the market price of
our Equity Shares may be affected by interest rates, government policies, taxation, and other social, political and
economic developments affecting India. The Indian economy differs from the economies of most developed
countries in many respects, including the degree of government involvement, level of development, growth rate,
control of foreign exchange and allocation of resources. While the Indian economy has experienced significant
growth over the past decades, growth has been uneven, both geographically and among various sectors of the
economy. The Indian government has implemented various measures to encourage economic growth and guide
the allocation of resources. Some of these measures may benefit the overall Indian economy, but may have a
negative effect on us.

Our business results depend 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 consumer discretionary
spending and corporate investment, 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, rising interest rates or other industry-wide
cost pressures could also affect consumer behaviour 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;

any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert
or repatriate currency or export assets;

« any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in
India and scarcity of financing for our expansion;

* epidemic, pandemic or any other outbreak affecting public health in India or in countries in the region or
globally, including in India’s neighbouring countries, such as the H7N9, HSN1 and HINI viruses, or more

recently, the COVID-19 pandemic (including the Delta variant and Omicron variant);

© political instability, terrorism or military conflict in India or in countries in the region or globally, including
in India’s various neighbouring countries;

. occurrence of natural or man-made disasters;
¢ prevailing regional or global economic conditions, including in India’s principal export markets;

e volatility in, and actual or perceived trends in trading activities on, India’s primary stock exchanges;

78
¢ 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;

. inflation rates; and

« being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and difficulty
in 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 our Equity
Shares. In particular, inflation rates in India have been volatile in recent years, and such volatility may continue,
making it more difficult for us to accurately estimate or control costs. Increasing inflation in India could cause a
rise in the costs of transportation, fuel, rent, wages, raw materials and other expenses. If we are unable to increase
our revenues sufficiently to offset our increased costs due to inflation, it could have a material adverse effect on
our business, prospects, financial condition, results of operations and cash flows.

45. Natural disasters, epidemics, pandemics, acts of war, terrorist attacks and other events could materially
and adversely affect our business.

Natural disasters (such as earthquakes, fire, typhoons, cyclones, hurricanes and floods), pandemics, epidemics,
strikes, civil unrest, terrorist attacks and other events, which are beyond our control, may lead to global or regional
economic instability, which may in turn materially and adversely affect our business, financial condition, cash
flows and results of operations. Any of these occurrences could cause severe disruptions to our daily operations
and may warrant a temporary closure of our facilities. Such closures may disrupt our business operations and
adversely affect our results of operations. Our operation could also be disrupted if our customers or business:
partners are affected by such natural disasters or epidemics.

An outbreak or epidemic, such as SARS, the H1N1 and H5N1 viruses or COVID-19 could cause general
consumption or the demand for various products to decline, which could result in reduced demand for our services.
See “—The ongoing COVID-19 pandemic and measures intended to prevent its spread have had, and may
continue to have, a material and adverse effect on our business and results of operations.” Such an outbreak or
epidemic may significantly interrupt our business operations as health or governmental authorities may impose
quarantine and inspection measures on us or our contractors, or restrict the flow of cargo to and from areas affected
by the outbreak or epidemic.

Furthermore, certain regions in India have witnessed terrorist attacks and civil disturbances and it is possible that
future terrorist attacks or civil unrest, as well as other adverse social, economic and political events in India could
have a negative effect on us. Transportation facilities, including vehicles, can be targets of terrorist attacks, which
could lead to, among other things, increased insurance and security costs. Regional and global political or military
tensions or conflicts, strained or altered foreign relations, protectionism and acts of war or the potential for war
could also cause damage and disruption to our business, which could materially and adversely affect our business,
financial condition, cash flows and results of operations. Such incidents could create the perception that
investments in Indian companies involve a higher degree of risk and such perception could adversely affect our
business and the price of the Equity Shares. We may also face difficulty in accessing certain parts of India at
certain times of the year or under adverse or inclement weather conditions.

46. 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.
Financial turmoil in Asia and elsewhere in the world in recent years has adversely affected the Indian economy.

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.

a
Although economic conditions vary across markets, loss of investor confidence or financial instability in one
emerging economy may cause increased volatility across other economies, including India. Financial disruptions
could materially and adversely affect our business, prospects, financial condition, results of operations and cash
flows.

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 factors may also result in
a slowdown in India’s export growth. In response to such developments, legislators and financial regulators in
India and other jurisdictions may implement policy measures designed to add stability to the financial markets.
The overall long-term effect of such legislative and regulatory efforts on the global financial markets is uncertain,
and they may not have the intended stabilizing effects. Any significant financial disruption could have a material
adverse effect on our business, financial condition, cash flows and results of operation.

These developments, or the perception that any of them could occur, have had and may continue to have a material
adverse effect on global economic conditions and the stability of global 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,
cash flows and results of operations and reduce the price of our Equity Shares.

47. — 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 Financial Statements included in this Prospectus are derived from our audited interim consolidated
Ind AS financial statements prepared in accordance with Ind AS 34 and our audited consolidated Ind AS financial
statements, prepared in accordance with Ind AS, in each case restated in accordance with the SEBI ICDR
Regulations, as amended from time to time, the Companies Act and the Guidance Note on Reports in Company
Prospectuses (Revised 2019) issued by the ICAI. Further, the Special Purpose Consolidated Financial Statements
of Spoton included in this Prospectus, have also been prepared under Ind AS. Ind AS differs from accounting
principles with which prospective investors may be familiar, such as IFRS and U.S. GAAP. Accordingly, the
degree to which the Restated Financial Statements included in this Prospectus will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Ind AS. Persons not familiar with Ind
AS should limit their reliance on the financial disclosures presented in this Prospectus.

48. Our business and activities may be regulated by the Competition Act, 2002 and proceedings may be
enforced against us.

The Competition Act seeks to prevent business practices that have an appreciable adverse effect on competition
in the relevant market in India. Under the Competition Act, any 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 is void and attracts substantial monetary penalties. Furthermore, 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, Equity 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. If it is proved that the
contravention committed by a company took place with the consent or connivance or is attributable to any neglect
on the part of, any director, manager, secretary or other officer of such company, that person shall be also guilty
of the contravention and may be punished. On March 4, 2011, the Gol notified and brought into force the
combination regulation (merger control) provisions under the Competition Act with effect from June 1, 2011.
These provisions 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
CCI. Additionally, on May 11, 2011, the CCI issued the Competition Commission of India (Procedure in regard
to the transaction of business relating to combinations) Regulations, 2011, as amended, which sets out the
mechanism for implementation of the merger control regime in India.

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The Competition Act aims to, among other things, prohibit all agreements and transactions which may have an
appreciable adverse effect on competition in India. Consequently, all agreements entered into by us could be
within the purview of the Competition Act. For example, the FedEx Asset Purchase Agreement, relating to our
proposed acquisition of certain assets, facilities and customer contracts relating to FedEx’s domestic express
services business and FedEx’s investment in our Company, was subject to the receipt of customary regulatory
approval, including an approval from CCI. While we received approval from the CCI on November 23, 2021 for
such transanctions, we may not obtain the necessary approval for future agreements and transactions or be able to
complete such transactions.

We may also be subject to queries from the CCI pursuant to complaints by consumers or any third persons, which
could be made without any or adequate basis given our market presence. Furthermore, the CCI has extra-territorial
powers and can investigate any agreements, abusive conduct or combination occurring outside of India if such
agreement, conduct or combination has an appreciable adverse effect on competition in India. However, the effect
of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty
at this stage. 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, cash flows and
results of operations.

49. Our ability to raise foreign capital may be constrained by Indian law.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such
regulatory restrictions limit our Company’s financing sources for ongoing capital expenditures or acquisitions and
other strategic transactions, and hence could constrain its ability to obtain financing on competitive terms and
refinance existing indebtedness. In addition, we cannot assure investors that the required approvals will be granted
to us without onerous conditions, or at all. Limitations on foreign debt may have a material adverse effect on our
business, prospects, results of operations, cash flows and financial condition.

50. We are, and after the Offer 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, our Company is a foreign
owned and controlled company. As a foreign owned and controlled company, our Company is subject to various.
requirements under the Consolidated FDI Policy and other Indian foreign investment laws. Such requirements
include restriction on undertaking certain business activities without prior Government approval or at all, and
pricing guidelines applicable to issue or transfer of our Equity Shares.

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
Government, or a regulatory or judicial authority, will not take a different interpretation. A determination by the
Government, 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. Furthermore, till 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 Government or at all.

Risks Relating to the Offer

51. Certain sections of this Prospectus contain information from RedSeer which has been exclusively
commissioned and paid for by us and any reliance on such information for making an investment
decision in the Offer is subject to inherent risks.

Our Company engaged RedSeer to prepare a report on our industry. Following their engagement, RedSeer
prepared a report on our industry titled, “Logistics Market in India” (the “RedSeer Report”). Certain sections of
this Prospectus include information based on, or derived from, the RedSeer Report or extracts of the RedSeer
Report. We exclusively commissioned and paid for this report for the purpose of confirming our understanding
of the industry in connection with the Offer. All such information in this Prospectus indicates the RedSeer Report
as its source. Accordingly, any information in this Prospectus derived from, or based on, the RedSeer Report
should be read taking into consideration the foregoing.

81
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. While industry sources take due care and
caution while preparing their reports, they do not guarantee the accuracy, adequacy or completeness of the data.
Furthermore, the RedSeer Report is not a recommendation to invest or disinvest in any company covered in the
RedSeer Report. Accordingly, prospective investors should not place undue reliance on, or base their investment
decision solely on this information.

In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any
investment in the Offer pursuant to reliance on the information in this Prospectus based on, or derived from, the
RedSeer Report. You should consult your own advisors and undertake an independent assessment of information
in this Prospectus based on, or derived from, the RedSeer Report before making any investment decision regarding
the Offer.

52. Our Company is a professionally managed company and does not have an identifiable promoter in terms
of the SEBI ICDR Regulations and the Companies Act, 2013.

Our Company is a professionally managed company and 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 18 months pursuant to the Offer. 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 successfully transferred as part of the
Offer; and (b) any Equity Shares allotted to employees, whether currently an employee or not, pursuant to the
employee stock options schemes of our Company, prior to the Offer.

53. In the event that our Net Proceeds to be utilised towards inorganic growth initiatives are insufficient for
the cost of our proposed inorganic acquisition, we may have to seek alternative forms of funding.

We propose to utilise the Net Proceeds towards inorganic growth initiatives in addition to organic growth
initiatives, as set forth in “Objects of the Offer” on page 161. We will from time to time continue to seek attractive
inorganic opportunities that will fit well with our strategic business objectives and growth strategies, and the
amount of Net Proceeds to be used for acquisitions will be based on our management’s decision. The amounts
deployed towards such inorganic 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.
Consequently, we may be required to explore a range of options to raise requisite capital, including utilizing our
internal accruals and/or seeking debt, including from third party lenders or institutions.

54, We cannot assure payment of dividends on our Equity Shares in the future.

Our Company has a formal dividend policy as on the date of this Prospectus. However, we have not declared any
dividends on our equity shares or preference shares in the current fiscal year or the past three fiscal years. Our
ability to pay dividends in the future will depend upon our future results of operations, financial condition, cash
flows, sufficient profitability, working capital requirements and capital expenditure requirements and other factors
considered relevant by our directors and shareholders. 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, our ability to pay dividends may also be restricted under certain financing arrangements that
we may enter into. See “Dividend Policy” on page 277 for more information. We cannot assure you that we will
be able to pay dividends on our Equity Shares at any point in the future.

55. Our Equity Shares have never been publicly traded, and after the Offer, our Equity Shares may
experience price and volume fluctuations, and an active trading market for our Equity Shares may not
develop.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the
Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a
market for our Equity Shares will develop, or if developed, the liquidity of such market for our Equity Shares.

The market price of 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

82
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, and changes in economic, legal
and other regulatory factors. 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. In addition, following the expiry of the six-month locked-in period on certain portions of the pre-
Offer Equity Share capital, the pre-Offer shareholders may sell their shareholding in our Company, depending on
market conditions and their investment horizon. Any perception by investors that such sales might occur could
additionally affect the trading price of our Equity Shares. Consequently, the price of our Equity Shares may be
volatile, and you may be unable to sell your Equity Shares at or above the Offer Price, or at all. A decrease in the
market price of our Equity Shares could cause investors to lose some or all of their investment.

56. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.
Furthermore, the current market price of some securities listed pursuant to certain previous issues
managed by the BRLMs is below their respective issue prices.

The determination of the Price Band is based on various factors and assumptions, and has been determined by our
Company and the Selling Shareholders in consultation with the BRLMs. Furthermore, the Offer Price of the
Equity Shares has been determined by our Company and the BRLMs through the Book Building Process. These
are based on numerous factors, including factors as described under “Basis for Offer Price” on page 172 and may
not be indicative of the market price for the Equity Shares after the Offer.

In addition to the above, the current market price of securities listed pursuant to certain previous initial public
offerings managed by the BRLMs is below their respective issue price. For further details, see “Other Regulatory
and Statutory Disclosures — Price information of past issues handled by the BRLMs” on page 575. The factors
that could affect the market price of the Equity Shares include, among others, broad market trends, financial
performance and results of our Company post-listing, and other factors beyond our control. We cannot assure you
that an active market will develop or sustained trading will take place in the Equity Shares or provide any
assurance regarding the price at which the Equity Shares will be traded after listing.

57. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on our
Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of Equity Shares
held as investments in an Indian company are generally taxable in India. Any capital gain realised on the sale of
listed Equity Shares on a 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 specified rates depending on certain factors, such as
whether the sale is undertaken on or off the Stock Exchanges, the quantum of gains and any available treaty relief.
Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to payment of
Securities Transaction Tax (“STT”), on the sale of any Equity Shares held for more than 12 months immediately
preceding the date of transfer. STT will be levied on and collected by a domestic stock exchange on which the
Equity Shares are sold.

Furthermore, 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.

Capital gains arising from the sale of our Equity Shares will not be chargeable to tax in India in cases where relief
from such taxation in India is provided under a treaty between India and the country of which the seller is resident
read with the Multilateral Instrument (“MI”), if and to the extent applicable, and the seller is entitled to avail
benefits thereunder, subject to certain conditions. 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 our Equity Shares.

No dividend distribution tax is required to be paid in respect of dividends declared, distributed or paid by a
domestic company after March 31, 2020, and accordingly, such dividends would not be exempt in the hands of
the shareholders, both resident as well as non-resident. Our Company may or may not grant the benefit of a tax
treaty (where applicable) to a non-resident shareholder for the purposes of deducting tax at source pursuant to any
corporate action including dividends.

83,
Similarly, any business income realised from the transfer of our 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. In addition, in terms of
the Finance Act, 2018, which has been notified on March 29, 2018 with effect from April 1, 2018, the tax payable
by an assessee on the capital gains arising from transfer of long term capital asset (introduced as section 112A of
the Income-Tax Act, 1961) shall be calculated on such long-term capital gains at the rate of 10%, where the long-
term capital gains exceed 2100,000, subject to certain exceptions in case of a resident individuals and HUF.

Furthermore, the Finance Act, 2019 has made various amendments in the taxation laws and has also clarified that,
in the absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities
through stock exchanges will be on the buyer, while in other cases of transfer for consideration through a
depository, the onus will be on the transferor. The stamp duty for transfer of securities other than debentures, on
a delivery basis is specified at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration
amount. These amendments have come into effect from July 1, 2020.

Our Company cannot predict whether any tax laws or other regulations impacting it will be enacted, or predict the
nature and impact of any such laws or regulations or whether, if at all, any laws or regulations would have a
material adverse effect on our Company’s business, financial condition, results of operations and cash flows.

58. 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
Bidders were not permitted to withdraw their Bids after the Bid /Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors were required to pay the Bid
Amount on submission of the Bid and 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. Retail Individual Bidders can revise their
Bids during the Bid Period or Offer Period and withdraw their Bids until the Bid or Offer Closing Date. While
our Company is required to complete all necessary formalities for listing and commencement of trading of our
Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including allotment
pursuant to the Offer within six working days from the Bid/Offer Closing Date, events affecting the Bidders’
decision to invest in our Equity Shares, including material adverse changes in international or national monetary
policy, financial, political or economic conditions, our business, results of operation, cash flows or financial
condition may arise between the date of submission of the Bid and Allotment. Our Company may complete the
allotment of 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.

59. There is no guarantee that our Equity Shares will be listed on the BSE and NSE ina timely manner or
atall.

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 the 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.

60. Investors may have difficulty enforcing foreign judgments against our Company or our management.

Our Company is incorporated under the laws of India. The majority of our directors and executive officers are
residents 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.

Recognition and enforcement of foreign judgments is provided for under Section 13 of the Code of Civil
Procedure, 1908 (“CPC”), on a statutory basis. Section 13 of the CPC provides that foreign judgments shall be
conclusive regarding any matter directly adjudicated upon, except: (i) where the judgment has not been
pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the

84
case; (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of
international law or a refusal to recognise the law of India in cases to which such law is applicable; (iv) where the
proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been
obtained by fraud; and (vi) where the judgment sustains a claim founded on a breach of any law then in force in
India. Under the CPC, a court in India shall, upon the production of any document purporting to be a certified
copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction,
unless the contrary appears on record. However, under the CPC, such presumption may be displaced by proving
that the court did not have jurisdiction.

India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.
Section 44A of the CPC provides that where a foreign judgment has been rendered by a superior court, within the
meaning of that Section, in any country or territory outside of India which the Gol has by notification declared to
be in a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been
rendered by the relevant court in India. However, Section 44A of the CPC 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. Some jurisdictions including the United Kingdom, United Arab Emirates, Singapore and Hong
Kong have been declared by the Gol to be reciprocating countries for the purposes of Section 44A of the CPC.

The United States and India do not currently have a treaty providing for reciprocal recognition and enforcement
of judgments, other than arbitration awards, in civil and commercial matters. Therefore, a final judgment for the
payment of money rendered by any federal or state court in the United States on civil liability, whether or not
predicated solely upon the federal securities laws of the United States, would not be enforceable in India.
However, the party in whose favour such final judgment is rendered may bring a new suit in a competent court in
India based on a final judgment that has been obtained in the United States. The suit must be brought in India
within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil
liability in India.

Furthermore, there may be considerable delays in the disposal of suits by Indian courts. It is unlikely that a court
in India would award damages on the same basis as a foreign court if an action were brought in India. Furthermore,
it is unlikely that an Indian court would enforce a foreign judgment if that court were of the view that the amount
of damages awarded was excessive or inconsistent with public policy or Indian law. It is uncertain as to whether
an Indian court would enforce foreign judgments that would contravene or violate Indian law. A party seeking to
enforce a foreign judgment in India is required to obtain approval from the RBI under the FEMA to execute such
a judgment or to repatriate any amount recovered.

61. The requirements of being a publicly listed company may strain our resources.

We are not a listed company and have historically not been subjected to the compliance requirements and
increased scrutiny of our affairs associated with being a listed company by shareholders, regulators and the public
at large. As a listed company, we will incur significant legal, accounting, corporate governance and other expenses
that we did not incur as an unlisted company. We will be subject to the SEBI Listing Regulations which will
require us to file audited annual and unaudited quarterly reports with respect to our business and financial
condition. If we experience any delays, we may fail to satisfy our reporting obligations and/or we may not be able
to readily determine and accordingly report any changes in our results of operations or cash flows as promptly as.
other listed companies.

Furthermore, as a listed company, we will be required to maintain and improve the effectiveness of our disclosure
controls and procedures and internal control over financial reporting, including keeping adequate records of daily
transactions. In order to maintain and improve the effectiveness of our disclosure controls and procedures and
internal control over financial reporting, significant resources and management attention will be required. As a
result, our management’s attention may be diverted from our business concerns, which may adversely affect our
business, prospects, financial condition, results of operations and cash flows. In addition, we may need to hire
additional legal and accounting staff with appropriate experience and technical accounting knowledge, but we
cannot assure you that we will be able to do so in a timely and efficient manner.

62. Holders of our 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 must offer holders of its
Equity Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain

85,
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 resolution. However, if the laws of the jurisdiction that holders 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, the holders will be unable to exercise such pre-emptive rights unless we
make such a filing. The Company may elect not to file a registration statement in relation to pre-emptive rights
otherwise available by Indian law to the holders. To the extent that the holders are unable to exercise pre-emptive
rights granted in respect of the Equity Shares, they may suffer future dilution of their ownership position and their
proportional interests in our Company would be reduced.

63. Any future issuance of Equity Shares or convertible securities or other equity-linked securities by our
Company may dilute investors’ shareholdings, and sales of Equity Shares by our major shareholders
may adversely affect the trading price of our Equity Shares.

 

We may be required to finance our growth through future equity offerings. Any future equity issuances by us,
including a primary offering or an issuance of Equity Shares to employees upon exercise of vested options held
by them under the ESOP Schemes, may lead to the dilution of investors’ shareholdings in us. Any disposal of
Equity Shares by our major shareholders or the perception that such issuance or sales may occur, may adversely
affect the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty
in raising capital through offering of the Equity Shares or incurring additional debt. There can be no assurance
that we will not issue further Equity Shares or that the Shareholders will not dispose of the Equity Shares. Any
future issuances could also dilute the value of your investment in the Equity Shares. In addition, any perception
by investors that such issuances or sales might occur may also affect the market price of the Equity Shares.

64. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity
of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may
differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law
may not be as extensive and widespread as shareholders’ rights under the laws of other countries or jurisdictions.
Investors may face challenges in asserting their rights as a shareholder in an Indian company than as a shareholder
of an entity in another jurisdiction.

65. Your ability to acquire and sell your Equity Shares may be restricted under Indian law.

Under Indian regulations and practices, transferring Equity Shares between non-residents and residents are
permitted, subject to certain exceptions, if they comply with, amongst other things, the pricing guidelines and
reporting requirements specified by RBI. For further details, see “Other Regulatory and Statutory Disclosures —
Eligibility and Transfer Restrictions” on page 565. No actions have been taken to permit a public offering of our
Equity Shares in any jurisdiction except India. As such, our Equity Shares have not and will not be registered
under the U.S. Securities Act, any state securities laws or the law of any jurisdiction other than India. You are
required to inform yourself about and observe these restrictions. The information in this Prospectus has been
provided for the benefit of investors. However, this information does not purport to be a complete analysis of the
restrictions under Indian laws in relation to the acquisition and/or transfer or securities in an Indian company by
a person resident outside India. The Company, the BRLMs and their respective officers, directors, representatives,
agents, affiliates and associates accept no responsibility or liability for advising any investor on whether such
investor is eligible to acquire our Equity Shares.

66. Our Company is not, and does not intend to become, regulated as an investment company under the U.S.
Investment Company Act and related rules.

Our Company has not been and does not intend to become registered as an investment company under the U.S.
Investment Company Act. The U.S. Investment Company Act provides certain protections to investors and
imposes certain restrictions on companies that are registered as investment companies (which, among other things,
require investment companies to have a majority of disinterested directors, provide limitations on leverage and
limit transactions between investment companies and their affiliates). None of these protections or restrictions is
or will be applicable to our Company. If our Company was to become subject to the U.S. Investment Company
Act because of a change of law or otherwise, the various restrictions imposed by the U.S. Investment Company
Act, and the substantial costs and burdens of compliance therewith, could adversely affect our operating results

86
and financial performance. Moreover, parties to a contract with an entity that has improperly failed to register as
an investment company under the U.S. Investment Company Act may be entitled to cancel or otherwise void their
contracts with the unregistered entity, and Shareholders in that entity may be entitled to withdraw their investment.
Our Company is relying on the exemption provided by Section 3(c)(7) of the U.S. Investment Company Act to
avoid being required to register as an investment company under the U.S. Investment Company Act and related
rules. In order to help ensure compliance with the exemption provided by Section 3(c)(7) of the U.S. Investment
Company Act, our Company has implemented restrictions on the ownership and transfer of Equity Shares by any
persons acquiring our Equity Shares in Offer who are in the United States or who are U.S. Persons (as defined in
Regulation S under the US Securities Act of 1933, as amended, or the U.S. Securities Act), which may materially
affect your ability to transfer our Equity Shares. See “Other Regulatory and Statutory Disclosures — Eligibility
and Transfer Restrictions” on page 565. In addition, 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. Accordingly, “banking entities” that are subject to the Volcker Rule may be
prohibited under the Volcker Rule from, among other things, acquiring or retaining our Equity Shares, absent any
applicable exclusion or exemption. Each purchaser must make its own determination as to whether it is a banking
entity subject to the Volcker Rule and, if applicable, the potential impact of the Volcker Rule on its ability to
purchase or retain our Equity Shares.

 

67. There can be no assurance that we will not be classified as a passive foreign investment company, which
could result in adverse U.S. federal income tax consequences to United States Holders of our Equity
Shares.

We would be classified as a passive foreign investment company (“PFIC”) for any taxable year if, after the
application of certain look-through rules, either: (i) 75% or more of our gross income for such year is “passive
income” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended), or (ii) 50% or
more of the value of our assets (generally determined on the basis of a quarterly average) during such year is
attributable to assets that produce or are held for the production of passive income. For these purposes, cash and
other assets that do or could generate passive income are categorized as passive assets, and the value of company’s
goodwill and other unrecorded intangible assets is generally taken into account. Passive income generally
includes, among other things, rents, dividends, interest, royalties, gains from the disposition of passive assets and
gains from commodities and securities transactions. For purposes of this test, we will be treated as owning a
proportionate share of the assets and earning a proportionate share of the income of any other corporation of which
we own, directly or indirectly, at least 25% (by value) of the shares. Based on our anticipated market capitalization
and the composition of our income, assets and operations, we do not expect to be a PFIC for U.S. federal income
tax purposes for the current taxable year. However, this is a factual determination that must be made annually
after the close of each taxable year. Moreover, the value of our assets for purposes of the PFIC determination may
be determined by reference to the public price of our Equity Shares at this initial offering and the future price,
which could fluctuate significantly. In addition, it is possible that the Internal Revenue Service may take a contrary
position with respect to our determination in any particular year, and therefore, there can be no assurance that we
will not be classified as a PFIC for the current taxable year or in the future. Certain adverse U.S. federal income
tax consequences could apply to a United States investor if we are treated as a PFIC for any taxable year during
which such investor holds our Equity Shares. United States investors should consult their tax advisors about the
potential application of the PFIC rules to their investment in our Equity Shares.

87
SECTION III: INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

 

Offer @

The Offer consists of:

Fresh Issue

Offer for Sale®

Employee Reservation Portion®
Net Offer

Of which:
A. QIB Portion® ©

Of which:
Anchor Investor Portion

Net QIB Portion (after allocation of Anchor Investor
Portion)

Of which:
Mutual Fund Portion

Balance for all QIBs including Mutual Funds
B. Non-Institutional Portion

C. Retail Portion)

Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on the
date of this Prospectus)

Equity Shares outstanding after the Offer

Use of proceeds of the Offer

107,517,088* Equity Shares aggregating to 252,350 million

82,152,503*" Equity Shares aggregating to 240,000 million
25,364,585** Equity Shares aggregating to 212,350 million
432,900* Equity Shares aggregating to 2200 million

107,084,188* Equity Shares aggregating to %52,150 million

Not less than 80,313,142* Equity Shares

48,187,860* Equity Shares
32,125,282* Equity Shares

1,606,265* Equity Shares
30,519,017* Equity Shares

Not more than 16,062,268* Equity Shares

Not more than 10,708,418* Equity Shares

642,365,827 Equity Shares
724,518,330* Equity Shares
For details, see “Objects of the Offer” on page 161 for details

regarding the use of proceeds from the Fresh Issue. Our Company
will not receive any proceeds from the Offer for Sale.

 

* Subject to finalization of Basis of Allotment

" Including 330,774 Equity Shares to be issued under Employee Reservation Portion at a price of ® 462 per Equity Share.
* Including 102,126 Equity Shares to be issued under Employee Reservation Portion at a price of @ 462 per Equity Share.

WM

The Offer has been authorised by our Board pursuant to its resolution passed on October 13, 2021 and the Fresh Issue has been

authorised by our Shareholders pursuant to a special resolution passed on October 15, 2021.

 

 

(2) The Selling Shareholders have, severally and not jointly, confirmed and approved the offer of their respective portion of the Offered
Shares in the Offer for Sale as set out below

Name of Selling Shareholders Aggregate amount of Offer Date of Selling Shareholders’ Date of corporate

for Sale (in Z million) consent letter authorization/ Board
resolution

Investor Selling Shareholders

CA Swift Investments 4,540 April 20, 2022 October 20, 2021

Deli CMF Pte. Ltd. 2,000 April 18, 2022 October 19, 2021

SVF Doorbell (Cayman) Ltd 3,650 April 19, 2022 September 22, 2021

Times Internet Limited 1,650 April 20, 2022 September 15, 2021

Individual Selling Shareholders

Kapil Bharati 50 April 20, 2022 :

Mohit Tandon 400 January 20, 2022 -

Suraj Saharan 60 January 20, 2022 -

 

@)

In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion is made available for allocation and

Allotment, proportionately to all Eligible Employees who have Bid in excess of %200,000, subject to the maximum value of Allotment
made to such Eligible Employee not exceeding %500,000. The unsubscribed portion, if any, in the Employee Reservation Portion, is

88
added to the Net Offer. Our Company, in consultation with the BRLMs, offered a discount of 225 per Equity Share to Eligible
Employee(s) Bidding in the Employee Reservation Portion.

(4) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except the QIB Category,

6

is allowed to be met with spill-over from other category or a combination of categories at the discretion of our Board or the IPO
Committee, as applicable, in consultation with the BRLMs and the Designated Stock Exchange subject to applicable law. In the event of
under-subscription in the Offer, Equity Shares shall be allocated in the manner specified in “Terms of the Offer” on page 582.

;) Our Company, in consultation with the BRLMs, allocated up to 60% of the QIB Category to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations. The QIB Portion was accordingly reduced for the Equity Shares allocated to Anchor
Investors. One-third of the Anchor Investor Portion was made available for allocation to domestic Mutual Funds only, subject to valid
Bids having been received from domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors. 5% of
the QIB Portion (excluding Anchor Investor Portion) is made available for allocation on a proportionate basis to Mutual Funds only,
and the remainder of the QIB Portion (excluding Anchor Investor Portion) is available for allocation on a proportionate basis to all
QUB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price.For
further details, see “Offer Procedure” on page 592.

 

(6) The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, are subject to the

following: (i) one-third of the portion available to Non-Institutional Bidders is reserved for applicants with an application size of more
than %200,000 and up to & 1,000,000, and (ii) two-third of the portion available to Non-Institutional Bidders is reserved for applicants
with application size of more than 21,000,000, provided that the unsubscribed portion in either of the aforementioned sub-categories
may be allocated to applicants in the other sub-category of Non-Institutional Bidders. The allotment to each Non-Institutional Bidder
shall not be less than the minimum application size, subject to the availability of Equity Shares in the Non-Institutional Portion, and the
remaining Equity Shares, if any, shall be allotted on a proportionate basis.

 

Notes:

1. Allocation to all categories, other than Anchor Investors, Non-Institutional Investors and Retail Individual Bidders, was made on
a proportionate basis, subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual Bidder
may not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Category and the remaining
available Equity Shares, if any, are made available for allocation on a proportionate basis. For details, see “Offer Procedure”
on page 592.

2. Pursuant to Rule 19(2)(b) of the SCRR, the Offer was made for at least 10% of the post-Offer paid-up Equity Share capital of our
Company.

For details, including grounds for rejection of Bids, refer to “Offer Structure” and “Offer Procedure” on page
588 and 592, respectively. For details of the terms of the Offer, see “Terms of the Offer” on page 582.

89
SUMMARY OF FINANCIAL STATEMENTS

L SUMMARY OF RESTATED FINANCIAL STATEMENTS

The following tables provide the summary of financial information of our Company derived from the Restated
Financial Statements.

RESTATED SUMMARY CONSOLIDATED BALANCE SHEET DATA

(in % million, unless otherwise stated)

 

 

As at As at As at As at As at
Particulars December March March 31,
31, 2021 December 31, 2020 March 31, 2021 31, 2020 2019

Assets
Non-current assets
Property, plant and
equipment 5,516.57 2,482.47 2,379.71 2,358.91 1,610.12
Right of use asset 8,487.29 8,027.33 7,828.04 4,781.14 2,975.12
Capital work in progress 647.71 940.83 767.55 267.22 8.80
Goodwill 13,861.48 186.40 186.48 186.40 163.80
Other intangible assets 4,074.08 108.41 139.55 113.80 130.62
Intangible assets under
development 20.73 47.00 - 48.09 :
Financial assets
i) Investments 4,073.64 3,271.36 4,205.89 3,772.39 247.01
ii) Loans : : : : 27.32
iii) Other financial assets 2,626.79 1,914.49 886.62 5,253.76 2,036.03
Non-current tax assets (net) 1,388.59 1,367.17 1,231.69 1,050.15 596.45
Other non-current assets 237.13 13.05 47.47 13.64 134.27
Total non- current assets 40,934.01 18,358.51 17,673.00 17,845.50 7,929.54

Current assets
Inventories 317.82 241.09 259.48 178.32 226.33
Financial assets

i) Investments 17,374.67 8,070.37 7,075.64 8,104.41 11,304.27
ii) Trade receivables 8,917.91 7,558.62 5,945.82 6,013.31 2,146.50
iii) Cash and cash

equivalents 3,609.80 2,023.21 2,758.63 1,200.38 —_—-16,626,39
iv) Other bank balances - - 15.78 2,886.62 7.93
v) Loans 90.00 64.15 264.21 26.80 2.30
vi) Other financial assets 10,310.01 10,387.15 10,815.26 6,444.10 1,951.17

Other current assets 2,740.61 1,144.46 1,170.16 873.64 431.02

Total current assets 43,360.82 29,489.05 28,304.98 25,727.58 32,695.91

Total assets 84,294.83 47,847.56 45,977.98 43,573.08 40,625.45

Equity and liabilities

Equity

Equity share capital 216.68 16.24 16.33 9.75 9.58

Instruments entirely equity in

nature 425.02 353.99 353.99 391.72 391.72

Other equity 59,156.77 28,778.14 27,997.65 31,302.59 33,481.53

 

90
(in % million, unless otherwise stated)

 

 

As at As at As at As at As at
Particulars December March March 31,
31, 2021 December 31, 2020 March 31, 2021 31, 2020 2019
Total equity 59,798.47 29,148.37 28,367.97 31,704.06 33,882.83
Liabilities
Non-current liabilities
Financial Liabilities
i) Borrowings 1,005.28 1,329.84 1,316.09 998.02 356.20
ii) Lease liabilities 6,912.95 6,563.72 6,538.44 3,870.65 2,425.22
ili) Trade payables
a. total outstanding dues
of micro enterprises and
small enterprises = g Z a :
b. total outstanding dues
of creditors other than micro
enterprises and small
enterprises = - = 1.10 24.75
Provisions 406.55 214.58 219.16 166.12 108.90
Deferred tax liabilities (net) 734.97 : : : ©
Total non- current
liabilities 9,059.75 8,108.14 8,073.69 5,035.89 2,915.07
Current liabilities
Financial liabilities
2,702.53 1,697.34 579.97
i) Borrowings 2,064.74 1,570.13
ii) Lease liabilities 2,211.17 1,755.08 1,617.16 1,107.66 744.43
iii) Trade payables
a. total outstanding dues 38.38 20.52 Ta 0.61
of micro enterprises and 16.64
small enterprises
b. total outstanding dues 7,799.53 4,963.02
of creditors other than micro
enterprises and small
enterprises 4,401.78 2,725.53 1,581.78
iv) Other financial
liabilities 1,450.02 1,353.33 1,305.75 1,096.90 683.88
Provisions 192.49 118.33 121.67 103.62 67.50
Other current liabilities 1,042.49 318.71 370.90 220.08 169.38
1.24
Current tax liabilities (net) = 1.20 1.20 ~
Total current liabilities 15,436.61 10,591.05 9,536.32 6,833.13 3,827.55
Total liabilities 24,496.36 18,699.19 17,610.01 11,869.02 6,742.62
Total equity and liabilities 84,294.83 47,847.56 45,977.98 43,573.08 __ 40,625.45

 

91
RESTATED SUMMARY CONSOLIDATED PROFIT AND LOSS DATA

(in million, unless otherwise stated)

 

For the nine

For the nine

 

months period months period _For the year ended Ber ce 4 a oe Z
Particulars ended ended DERE SDSS Searenus
December 31, December 31, March 31, March 31,
2021 2020 Se aes 2020 2019
Income
Revenue from contract 36,465.27 27,805.75 16,538.97
with customers 48,105.30 26,438.66
Other income 1,008.76 1,626.63 1,917.64 2,080.54 409.77
otal income: (1) 49,114.06 28,065.29 38,382.91 29,886.29 16,948.74
Expenses
Freight, handling and
servicing cost 34,786.36 20,257.07 27,780.82 21,837.96 12,506.83
Purchase of traded
goods 1,750.22 79.73 102.08 57.69 :
Change in inventory
of traded goods (28.75) “ : fs -
Employee benefit
expense 9,726.30 4,387.89 6,109.23 4,908.94 3,446.39
Fair value loss on
financial liabilities at
fair value through 2,997.39 - 91.95 - 14,806.64
profit or loss
Finance. costs 762.29 639.39 886.27 492.18 358.13
Depreciation and
amortisation expense 3,881.75 2,545.81 3,546.20 2,555.91 1,700.05
Othien expenses 4,225.95 2,717.03 3,610.49 2,721.63 1,963.74
Total expenses (11) 58,101.51 30,626.92 42,127.04 32,574.31 «34,781.78
Restated loss before
exceptional item and
tax (I 1-1 (8,987.45) (2,561.62) (3,744.13) (2,688.02) (17,833.04)
Exceptional items (IV) ai
- (413.30) (41330) - 2
Restated loss before
tax (V= III+IV) (8,987.45) (2,974.92) (4,157.43) (2,688.02) __ (17,833.04)
Tax expense,
comprising:
Current tax 100.49 . . a 24) .
Deferred tax (176.55) . . . .
Total tax expense
(vp (76.06) -
- (1.24) -
Restated loss for the
period / year (VII=
V+VD) (8,911.39) (2974.92) (4,157.43) (2,689.26) _(17,833.04)

Other
comprehensive
income:

(a) Items that will not
be reclassified _ to

 

92
(in million, unless otherwise stated)

 

Particulars

For the nine
months period
ended
December 31,
2021

For the nine
months period
ended
December 31,
2020

For the year ended

March 31, 2021

For the

year ended

March 31,

2020

For the
year ended

March 31,
2019

 

profit or loss in
subsequent periods:
(i) Re-measurement
(loss) / gain on
defined benefit plans
(ii) Income tax
relating to items that
will not be re-
classified to profit and
loss

Subtotal (a)

(b) Items that will be
reclassified to profit
or loss in subsequent
periods:

0) Exchange
differences on
translation of foreign
operations

(ii) Income tax relating
to items that will be re-
classified to profit and
loss

Subtotal (b)

Restated other
comprehensive
income / (loss) for the
period / year (a+b)
Restated total
comprehensive loss
for the period / year

Restated loss per
share

- Basic loss per share
(INR)

- Diluted loss per
share (INR)

(24.33)

(1.38)

(25.71)

(6.37)

(6.37)

(32.08)

(8,943.47)

(15.36)

(15.36)

1.47

1.47

(14.69)

(14.69)

(13.22)

(2,988.14)

(5.77)

(5.77)

10.38

10.38

(8.32)

(8.32)

2.06

(4,155.37)

(8.05)

(8.05)

(7.62)

(7.62)

17.27

17.27

9.65,

(2,679.61)

(5.22)

(5.22)

(0.00)

(0.00)

(4.59)

(4.59)

(4.59)

(17,837.63)

(47.22)

(47.22)

 

93
RESTATED SUMMARY CONSOLIDATED CASH FLOWS DATA

(in % million, unless otherwise stated)

 

 

For the For the For the For the year For the year
nine nine year ended ended ended
months months
: period period
Particulars ended ended
December December March 31, March 31,2020 March 31, 2019
31, 2021 31, 2020 2021
Operating activities
Restated loss before tax (4,157.43) (2,688.02) (17,833.04)
(8,987.45) (2,974.92)
Adjustments to reconcile loss
before tax to net cash flows:
Depreciation of property, plant 1,567.32 1,321.96 895.76
and equipment 1,493.92 1,081.03
Amortization of intangible 76.56 83.76 38.01
assets 699.25, 53.81
Depreciation of right of use 1,902.32 1,150.15 766.28
assets 1,688.58 1,410.97
Allowances for doubtful debts 894.78 447.91 275.40
892.47 762.82
Bad debts written off 4.45 11.06 36.10
1.51 4.44
Allowances for doubtful 47.53 9.48 7.55
advances 7.64 41.14
Provision for diminution in - - 92.90
value of non - current
investments - -
Provision for doubtful debts 413.30 - -
= 413.30
Inventory written off - 75.62 -
Share based payment expense 723,12 488.05 379.44
2,168.41 420.72
Interest expense 198.64 113.26 97.24
180.32 137.51
Interest on lease liabilities 683.05 377.99 257.41
574.39 498.43
Stamp duty expense (2.58) (3.76) B
“ (1.56)
Fair value gain on investment (325.01) (133.50) (10.07)
at fair value through profit or
loss (192.14) (385.24)
Assets written off - 0.26 -
2.05 :
Interest income (1,150.36) (1,419.65) (319.32)
(452.34) (900.64)
Interest income on unwinding (105.63) (39.80) (20.22)
of discount on security deposits
paid (84.84) (84.91)
Net loss/ (gain) on sale of (100.81) (394.80) (24.74)
current investments (151.98) (100.81)
Exchange differences on = 2 (4.59)
translation of foreign
operations - -
Rent waiver on lease liabilities (33.80) 2 =
- (33.80)
Gain on modification / (99.76) ; (7.28)
termination of lease contracts (36.86) (79.26)
Fair value loss on financial 91.95 - 14,806.64
liabilities at fair value through
profit or loss 2,997.39 -

 

94
(in % million, unless otherwise stated)

 

 

For the For the For the For the year For the year
nine nine year ended ended ended
months months
: period period
Particulars ended ended
December December March31, March 31,2020 March 31, 2019
31, 2021 31, 2020 2021
Fair value loss on financial - - 92.95
instruments at fair value
through profit or loss : :
(Profit) / loss on disposals of (2.95) 8.08 (0.47)
property, plant and equipment (3.85) (2.41)
Operating loss before 624.69 (691.95) (474.05)
working capital changes 796.47 260.92
Movements in working
capital :
Increase in inventories (81.17) (27.62) (56.74)
(58.34) (62.77)
Increase in trade and other (831.62) (4,356.46) (826.53)
receivables (2,070.02) (2,725.92)
Increase in financial assets (1,007.50) (2,238.76) (452.82)
(2,919.69) (1,386.81)
(Increase) / decrease in other (303.01) (16.61) 61.66
assets (1,489.59) (269.45)
Decrease / (Increase) in loans (237.44) 25.00 5.81
(1,819.95) (37.38)
Increase / (decrease) in trade 1,689.64 1,130.30 (375.55)
payables 2,094.89 2,242.34
Increase / (decrease) in other 304.55 103.90 (139.32)
liabilities 151.46 311.80
Increase in provisions 71.10 85.60 58.40
199.04 64.64
Cash (used in) / flow from 229.24 (6,886.60) (2,199.14)
operations (5,115.73) (1,602.63)
Income taxes paid /(refund) (181.55) (452.46) (227.70)
(net) 24.76 (317.03)
Net cash (used in )/ flow from 47.69 (6,339.06) (2,426.84)
operating activities (A) (5,090.97) (1,919.66)
Investing activities
Purchase of property, plant &
equipment (including other (2,509.39) (2,135.86) (1,565.90)
intangible assets, capital work
in progress and capital
advances) (3,825.74) (1,895.28)
Proceeds from property, plant 23.71 0.26 -
& equipment (including other
intangible assets) 40.15 7.10
Payment towards acquisition of (35.00) (36.31) (265.40)
business (13,866.73) =
Proceeds from sale of financial 10,217.69 45,696.23 2,910.16
assets - liquid mutual fund
units, debt instruments 22,405.88 10,217.72
Payment to acquire financial (9,196.60) (45,493.49) (11,905.47)
assets- liquid mutual fund (32,230.14) (9,196.59)
units, debt instruments
Acquisition of property, plant -
and equipment
(1,885.86) - - -
Proceeds from sale of
investment in equity 1.55 -
Maturity of bank deposits 2,484.66 1,754.37 2,799.03
(having original maturity of
more than 12 months) 7,940.60 1,942.41

 

95,
(in % million, unless otherwise stated)

 

 

For the For the For the For the year For the year
nine nine year ended ended ended
months months
: period period
Particulars ended ended
December December March31, March 31,2020 March 31, 2019
31, 2021 31, 2020 2021
including margin money
deposits
Investments in bank deposits (1,227.49) (7,185.57) (1,687.04)
(having original maturity of
more than 12 months)
including margin money
deposits (6,103.32) (947.51)
Maturity / (investments) of 2,870.84 (2,878.69) 0.94
bank deposits (having original
maturity of more than 3
months) 15.78 2,886.62
Interest received 754.50 953.61 319.32
1,117.13 569.88
Net cash (used in) / flow from 3,382.92 (9,325.45) (9,394.36)
investing activities (B) (26,390.70) 3,584.35,
Financing activities
Proceeds from issuance of 98.25 14.68 -
equity share capital (including
stock option exercised) 8,456.04 11.73
Proceeds from issuance of - - 28,900.96
instruments entirely equity in
nature 25,501.56 we
Proceeds from issuance of 92.88
compulsorily convertible
preference shares 956.22 =
(Repayment) / Proceeds from 133.20 641.78 268.31
long term borrowings (1,382.79) 331.76
Interest paid (205.34) (108.69) (93.49)
(169.20) (131.57)
Payment of interest portion of (683.05) (377.99) (257.41)
lease liabilities (574.39) (498.42)
Payment of principal portion of (1,435.51) (921.44) (620.48)
lease liabilities (1,371.25) __ (1,049.97)
Repayments of short term (500.00) (287.89) (319.76)
borrowings (1,697.24) (1,164.60)
Proceeds from short term 1,032.58 872.68 706.08
borrowings 2,118.56 2,064.59
Net cash flow from/ (used in) (1,466.99) (166.87) 28,584.21
financing activities (C) 31,837.51 (436.48)
Net (decrease) / increase in
cash and cash equivalents
(A+B+C) 355.86 1,228.20 1,963.62 (15,831.38) 16,763.01
Cash and cash equivalents at 795.01 16,626.39 (136.62)
beginning of the period/ year 2,758.63 795.01
Cash and cash equivalents at 2,758.63 795.01 16,626.39
end of the period/ year 3,114.49 2,023.21

 

96
IL. SUMMARY OF PROFORMA FINANCIAL STATEMENTS

The following tables provide the summary of financial information derived from the Proforma Financial

Statements.

PROFORMA SUMMARY CONSOLIDATED PROFIT AND LOSS DATA FOR THE YEAR ENDED

 

 

MARCH 31, 2021
(amount in & million, unless otherwise stated)
Spoton
Restated Logistics Proforma
Consolidated Private Consolidated
Summary Limited statement of
Statement of Special Profit and
Profit and Purpose sci, Loss of
Tosol” Camaded ogra Scab Tal chery
Delhivery _ Statement of J J Limited for
Limited for Profit and the year
the year _Loss for the ended
ended March _year ended March 31,
31, 2021 March 31, 2021
2021
(A) @®) @) (©) (E=C+D) (F=A+B+E)
Income
Revenue from
contract with 36,465.27 8,035.88 (1.84) - - 44,501.15
customers
Other income 1,917.64 26.89 - : : 1,944.53
oo Tnegme: 38,382.91 8,062.77 (1.84) ss 2 46,445.68
Expenses
Freight,
handling and 27,780.82 5,925.38 (1.84) - - 33,706.20
servicing cost
Purchase of
trated goods 102.08 5 : . - 102.08
Employee 6,109.23 856.04 2 115.10 115.10 7,080.37
benefit expense
Fair value loss
on financial
liabilities at fair 91.95 : z - - 91.95
value through
profit or loss
Finance costs 886.27 369.28 - - 7 1,255.55
Depreciation
and amortisation 3,546.20 718.98 = 1,320.19 1,320.19 5,585.37
expense
Other expenses 3,610.49 503.19 . 95.00 95.00 4,208.68
in expenses. 42,127.04 8,372.87 (1.84) 1,530.29 1,530.29 52,030.20
Loss before
exceptional -
fear (3,744.13) (310.10) (1,530.29) (1,530.29) (6,584.52)
«ap
Exceptional .
items (V) (413.30) - (413.30)
J oss Delors tox (4,157.43) (310.10) - (1,530.29) (1,530.29) (5,997.82)

(V= II+IV)

 

97
(amount in % million, unless otherwise stated)

 

a)

b)

Tax expense,
comprising:
Current tax
Deferred tax
credit

Total tax
expense

Loss for the
year (III-IV)

Other
comprehensive
income

Items that will
not be
reclassified to
statement of
profit and loss
in subsequent
periods

i) Re-
measurement
gains on defined
benefit plans

ii) Income tax
relating to items
that will not be
reclassified to
profit and loss

Subtotal (a)

Items that will
be reclassified
to profit or loss
in subsequent
periods:

i) Exchange
differences on
translation of
foreign
operations

ii) Income tax
relating to items
that will be re-
classified to
profit and loss

Subtotal (b)

Restated
Consolidated
Summary
Statement of
Profit and
Loss of
Delhivery
Limited for
the year
ended March
31, 2021

(4,157.43)

10.38

10.38

(8.32)

(8.32)

Spoton
Logistics
Private
Limited
Special
Purpose
Consolidated
Statement of
Profit and
Loss for the
year ended
March 31,
2021

120.13
(156.57)

(36.44)

(273.66)

9.70

(3.39)

6.31

Intragroup
elimination

Acquisition Total
Adjustments Adjustments

(1,530.29) (1,530.29)

Proforma
Consolidated
statement of
Profit and
Loss of
Delhivery
Limited for
the year
ended
March 31,
2021

120.13
(156.57)

(36.44)

(6,961.38)

20.08

(3.39)

16.69

(8.32)

(8.32)

 

98
(amount in % million, unless otherwise stated)

 

Spoton
Restated Logistics Proforma
Consolidated Private Consolidated
Summary Limited statement of
Statement of Special Profit and
Profitand Purpose he Loss of
Loss of Consolidated {ntragroup ae i Minter Delhivery
Delhivery Statement of Limited for
Limited for Profit and the year
the year _Loss for the ended
ended March —_year ended March 31,
31,2021 March 31, 2021
2021
Other
comprehensive
income / (loss) 2.06 631 “i - = 8.37
for the year
(a+b)
Total
Comprehensive
eae (4,155.37) (267.35) - (4,530.29) (1,530.29) (5,953.01)
year
Loss per share
(Nominal value
per share - Re
1)
~ Basic loss per
stare ONE) (8.05) (10.79)
~ Diluted loss
per share (INR) (8:08) 09.79)

 

99
PROFORMA SUMMARY CONSOLIDATED BALANCE SHEET DATA AS AT MARCH 31, 2021

(amount in % million, unless otherwise stated)

 

 

Restated
Consolidated Spoton Logistics Proforma
Summary Private Limited Consolidated
Statement of Special Purpose ree Balance Sheet
‘Assets and Consolidated‘ itragroup Acquisition road ig of Delhivery
Liabilities of Balance Sheet u - Limited as at
Delhivery as at March 31, March 31,
Limited as at 2021 2021
March 31, 2021
(A) @) @) (© (E=C+D) (F=A+B+E)
ASSETS
I. Non-current assets
Property, plant and 7
equipment 2,379.71 195.94 7 : 2,575.65
Right ofitise/asset 7,828.04 924.13 - - 8,752.17
Capital work in
progress 767.55 7 7 : 767.55
186.48 807.15 3 11,800.15 11,800.15 12,793.78
Goodwill
Other intangible assets 139.55 60.11 - 2,929.20 2,929.20 3,128.86
Intangible assets under -
development : 6.78 5 ‘ 6.78
Financial assets
(i) Investments 4,205.89 . . . 4,205.89
(ii) Other financial y
assets 886.62 133.67 s X 1,020.29
Non-current tax assets -
(net) 1,231.69 273.85 7 : 1,505.54
Other non-current -
assets 47.47 20.78 E ‘ 68.25
Total non-current assets 14,729.35
17,673.00 2,422.41 : 14,729.35 34,824.76
II. Current assets
Inventories see 048 - - - 568
Financial assets
(i) Investments 7,075.64 . . . 7,075.64
(ii) Trade x
receivables 5,945.82 1,792.77 (2.17) X 7,738.59
(iii) Cash and cash
equivalents 2,758.63 237.27 7 4,881.93 4,881.93 7,877.83
(iv) Other bank z
balances 15.78 6.87 3 X 22.65
@)Loas 264.21 - 7 - 264.21
(vi) Other y
financial assets 10,815.26 492.21 s X 11,307.47
Other current assets 1,170.16 216.22 : ‘ 1,386.38
Total current-assets 28,304.98 2,745.34 (2.17) 4,881.93 4,881.93 35,932.25
if
‘Total Assets (L711) 45,977.98 5,167.75 (2.17) 19,611.28 19,611.28 70,757.01

EQUITY AND
LIABILITIES

IL. EQUITY

 

100
(amount in million, unless otherwise stated)

 

 

Restated
Consolidated Spoton Logistics Proforma
Summary Private Limited Consolidated
Statement of Special Purpose fant Balance Sheet
‘Assets and ‘Consolidated eat adineteens _otDelhivery
Liabilities of Balance Sheet. “17™7200P Justments adjustments Limited as at
Delhivery as at March 31, March 31,
Limited as at 2021 2021
March 31, 2021
(A) (B) (D) (c) (E=C+D) (F=A+B+E)
Equity share capital 16.33 198.26 : (198.26) (198.26) 16.33
Instruments entirely
equity in nature 353.99 3 z 56.34 56.34 410.33
Other equity 27,997.65 288.41 19,753.20 19,753.20 48,039.26
Total equity 28,367.97 486.67 z 19,611.28 19,611.28 48,465.92
LIABILITIES
IV. Non-current liabilities
Financial Liabilities
(i) Borrowings aie . 33
1,316.09 1,059.48 7 - 2,375.57
Gi) Lease liabilities 6,538.44 654.78 % a 7,193.22
(iii) Other financial :
liabilities - 226.06 - - 226.06
Provisions 219.16 75.59 - - 294.75
Deferred tax liabilities :
(net) - 33.48 - - 33.48
Total non- current -
liabilities 8,073.69 2,049.39 2 - 10,123.08
V. Current liabilities
Financial liabilities
(@) Borrowings 1,697.34 727.23 z a 2,424.57
(if) Lease liabilities 1,617.16 312.82 x i 1,929.98
(iii) Trade payables
a. total -
outstanding dues of 20.52 16.02 = = 36.54
micro enterprises and
small enterprises
b. total -
outstanding dues of 4,401.78 1,356.09 (2.17) = 5,757.87
creditors other than
micro enterprises and
small enterprises
(iv) Other financial
liabilities 1,305.75 159.16 : = 1,464.91
Eroyisions 121.67 18.94 z = 140.61
Other current liabilities 370.90 41.43 . . 412.33
Current tax liabilities -
(net) 1.20 3 2 = 1.20
Total current -
liabilities 9,536.32 2,631.69 (2.17) - 12,168.01
Total Equity and
Liabilities (II+IV+V) 45,977.98 5,167.75 (2.17) 19,611.28 19,611.28 70,757.01

 

101
PROFORMA SUMMARY CONSOLIDATED PROFIT AND LOSS DATA FOR THE NINE MONTHS
PERIOD ENDED DECEMBER 31, 2021

(amount in @ million, unless otherwise stated)

 

 

 

Restated
Consolida Adjustment Proforma
ted Spoton Logistics for Spoton Consolida
Summary Private Limited Logistics peat A
Scat cate Dia Special Bin Ose eee Intragroup on Statement
eee ne Limited timination Adjust of Profit
and Loss consolidated Interim for period cae Total pad ae
Pe statement of Consolidated =“ aprili, period Adjustment —_for the
elhivery Profit and Loss _—Profit and si ai . vine
Limited _for the nine Loss for Ree aS peas
fornine months period period Pane Ree maga
months ended August 24, ea Sat bes see
period December 31, 2021 to : macnn
ended 2021 December 31, a sao
December 2021 2
31, 2021
“ ®) © ©) © @=cepe) CAPE
Income:
Revenue from
contract with 48,105.30 7,575.11 (3,973.94) (9192) 983.86) 5169655
customers - ~—
Ofherincome 4 99996 1155 (10.05) “ « (10.05) 1,010.26
Total income
oO 49,114.06 7,586.66 (3,983.99) (9.92) - 3,993.91) 52,706.81
Expenses:
Freight,
handling and 34,786.36 5,446.88 (2,838.88) (9.92) (2948.0) 37-3844
servicing cost ‘ - poset
Purchase of
traded goods 1,750.22 . : ~ - = 1,750.22
Change in
inventory of (28.75) - - (28.75)
traded goods ® . -
Employee
benefit 9,726.30 838.93 (400.19) rt (354.45) 10210.77
expense -
Fair value loss
on financial 2,997.39 . : 2,997.39
liabilities at
fair value .
through profit -
or loss 7 :
Finance.costs 762.29 413.01 (102.68) z es (102.68) 1,072.62
Depreciation
and 3,881.75 592.05 (284.45) 4,713.81
amortisation 524.46 240.01
expense :
Other
expenses 4,225.95 468.20 (266.73) : : (266.73) 4,427.42
Total
expenses (II) 58,101.51 7,759.07 (3,892.93) (9.92) 570.19 (3,332.66) 62,527.92
Loss before
exceptional —_(8,987.45) (172.41) (91.06) - (570.19) (661.25) (9,821.11)

item and tax
(a)

 

102
(amount in @ million, unless otherwise stated)

 

 

Restated
Consolida Adjustment: Pioforna
ted Spoton Logistics for Spoton Consolida
Summary Private Limited Logistics pre a
Scat cate Dia Special Bin Ose eee Intragroup on Statement
as ne Limited timination Adjust of Profit
and Loss consolidated Interim for peed ente for Total and Loss
Pe statement of Consolidated = “april1, period Adjustment —_for the
elhivery Profit and Loss Profit and DOTS eo
Limited for the nine Loss for ,
cate mmanereded ered Bvaust23 e201 10 mores
P P 2021 August period
months ended August 24, et Jae
period December 31, 2021 to : antes
ended 2021 December 31, aot
December 2024 z
31, 2021
“ ®) © ©) © @=cepe) CAPE
Exceptional
items (IV) 2 (17.98) “ 2 2 - 47.98)
Loss before
tax (V= (8,987.45) (190.39) (91.06) - (670.19) (661.25) (9,839.09)
MLHIV)
Tax expense,
comprising:
Cuirentttane 100.49 146.95 (100.49) < : (100.49) 146.95
Deferred tax
credit (176.55) (64.69) 28.72 - (163.63) (134.91) (876.15)
Total tax
expense (76.06) 82.26 (71.77) - (163.63) (235.40) (229.20)
Loss for the
period (III- (8,911.39) (272.65) (19.29) - (406.56) (425.85) (9,609.89)
IV)
Other
comprehensi
ve income
(a) Items that
will not be
reclassified
to statement
of profit and
Joss in
subsequent
periods
i) Re-
measurement (24.33) 0.40 (6.50) (6.50) (29.43)
loss on
defined - -
benefit plans
ii) Income tax
relating to (1.38) (0.10) 1.38 (0.10)
items that will
not be - - 1.38
reclassified to
profit and loss
Subststal (a) (25.71) 0.30 (4.12) - - (4.12) (29.53)

 

103
(amount in @ million, unless otherwise stated)

 

 

Restated
Consolida Adjustment: Pioforna
ted Spoton Logistics for Spoton al
rs ce nate Consolida
Summary _ Private Limited Logistics Acquisiti
‘5 : cquisiti ted
Statement Special purpose Private I
x oars ee intragroup on Statement
of Profit interim Limited eI Fs
: ‘ elimination © Adjustm of Profit
and Loss consolidated Interim ‘i
. for period ents for Total and Loss
of statement of Consolidated aj ; fs
a :, : April 1, period Adjustment for the
Delhivery Profit and Loss _—Profit and ’ x
an ze 2021 to April 1, s nine
Limited for the nine Loss for
; ‘ » August 23, 2021 to months
fornine months period period i
2021 August period
months ended August 24,
: 23, 2021 ended
period December 31, 2021 to Deceniber
ended 2021 December 31, a a
December 2021 2
31, 2021
(G=A+B+F
(A) () (C) @) () (E=C+D+E) ¢ )
(b) Items that
will be
reclassified
to profit or
loss in
subsequent
periods:
i) Exchange
differences on (6.37) (6.37)
translation of . . . . .
foreign
operations
ii) Income tax
relating to - - - - - - -
items that will
be re-
classified to
profit and loss
Subtotal (b) (637) . - - . (637
Other
comprehensi (32.08) 0.30 (4.12) (4.12) (35.90)
ve income / - -
(loss) for the
period (a+b)
Total
Comprehensi (8,943.47) (272.35) (23.41) - (406.56) (429.97) (9,645.79)
ve loss for
the period
Loss per
share
(Nominal
"not
annualised"
value per
share - Re 1)
- Basic loss
per share (15.36) (16.57)
(INR)
- Diluted loss
per share (15.36) (16.57)
(INR)

 

For further details, please refer to “Proforma Financial Statements” on page 359.

104
GENERAL INFORMATION

Our Company was incorporated as “SSN Logistics Private Limited”, a private limited company, under the
Companies Act, 1956, pursuant to a certificate of incorporation issued by the RoC on June 22, 2011. Subsequently,
the name of our Company was changed to “Delhivery Private Limited”, pursuant to a fresh certificate of
incorporation issued by the RoC on December 8, 2015. On the conversion of our Company to a public limited
company, pursuant to a resolution passed by our Shareholders on September 29, 2021 our name was changed to
“Delhivery Limited” and a fresh certificate of incorporation dated October 12, 2021 was issued by the RoC.

Corporate Identity Number: U63090DL2011PLC221234

Registration Number: 221234
Registered Office of our Company

N24-N34, S24-S34

Air Cargo Logistics Centre-II
Opposite Gate 6 Cargo Terminal
Indira Gandhi International Airport
New Delhi 110037 Delhi, India
Website: www.delhivery.com

For details of change in the registered office of our Company, see “History and Certain Corporate Matters —

Changes in the registered office” on page 246.

Corporate Office of our Company

Plot 5, Sector 44

Gurugram 122002

Haryana, India

Telephone: +91 124 6225602

Address of the Registrar of Companies

Our Company is registered with the RoC located at the following address:

Registrar of Companies, National Capital Territory of Delhi and Haryana

4" Floor, IFCI Tower 61, Nehru Place
New Delhi 110019 Delhi, India

Board of Directors of our Company

Details regarding our Board of Directors as on the date of this Prospectus are set forth below:

 

 

Name and Designation DIN Address
Deepak Kapoor 00162957 K-42, NDSE-2, Andrewsganj S.O., South Delhi,
Chairman and Non-Executive Independent Director Delhi 110049, India
Sahil Barua 05131571 House No. 367/4, BS Plot No., Villa No. 9,
Managing Director and Chief Executive Officer Salvador Do Mundo Bardez, North Goa 403101

Goa, India

Sandeep Kumar Barasia 01432123 C77, 3" Floor, Panchsheel Enclave, Delhi
Executive Director and Chief Business Officer 110017, India
Kapil Bharati 02227607 295 DDA Flats, Gulmohar Enclave, Andrewsganj
Executive Director and Chief Technology Officer S.O., South Delhi, Delhi 110049, India
Donald Francis Colleran 09431299 1895 Hazelton Dr, Germantown, TN 38138-2658
Non-Executive Nominee Director United States of America
Munish Ravinder Varma® 02442753 36, Hamilton Terrace, St. John Wood, London,
Non-Executive Nominee Director United Kingdom
Suvir Suren Sujan® 01173669 3/7 Shree Sadan, Carmichael Road, Mumbai

Non-Executive Nominee Director

400026, Maharashtra, India

 

105
 

Name and Designation DIN Address

 

Kalpana Jaisingh Morparia 00046081 A52, Ahuja Tower CHS, Rajabhau Desai Marg,

Non-Executive Independent Director Behind ICICI Prudential, Prabhadevi, Mumbai
400025 Maharashtra, India

Romesh Sobti 00031034 10 S/F, Paschim Marg, Vasant Vihar, New Delhi

Non-Executive Independent Director 110057, India

Saugata Gupta 05251806 B-1002, Rustomjee Oriana, MIG Colony, Gandhi

Non-Executive Independent Director Nagar, Bandra East, Mumbai 400051
Maharashtra, India

Srivatsan Rajan 00754512 1432 Great Heron Dr, Santa Rosa, CA 95409-

Non-Executive Independent Director 4360 United States of America

 

@ Nominee of FedEx
© Nominee of SVF Doorbell (Cayman) Ltd
© Nominee of Nexus Ventures III Ltd, and Nexus Opportunity Fund Ltd.

For further details of our Directors, see “Our Management” on page 258.
Filing of this Prospectus

A copy of the Draft Red Herring Prospectus has been submitted to SEBI on cfddil@sebi.gov.in in accordance
with SEBI circular dated March 27, 2020, in relation to “Easing of Operational Procedure — Division of Issues
and Listing - CFD”; and has been filed with SEBI electronically on the platform provided by SEBI at
https://siportal.sebi.gov.in, in accordance with SEBI circular bearing reference
SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018.

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 was filed with the RoC, and a copy of this Prospectus shall be filed with the
RoC as required under Sections 26 and 32 of the Companies Act and through the electronic portal at
http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.

Company Secretary and Compliance Officer

Sunil Kumar Bansal is the Company Secretary and Compliance Officer of our Company. His contact details are
set forth below:

Plot 5, Sector 44

Gurugram 122002 Haryana, India
Telephone: +91 124 6225602

E-mail: corporateaffairs@delhivery.com

Investor Grievances

Investors may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case
of any pre-Offer or post-Offer related grievances including non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, investors
may also write to the BRLMs.

All offer-related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with
a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted,
giving full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid
Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant
Designated Intermediary(ies) where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment
Slip or the application number from the Designated Intermediaries in addition to the documents or information
mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed
to the Stock Exchanges with a copy to the Registrar to the Offer.

All offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full

details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares

106
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address.
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

Book Running Lead Managers

Kotak Mahindra Capital Company Limited

1* Floor, 27 BKC, Plot No. C — 27, ‘G’ Block

Bandra Kurla Complex, Bandra (East)

Mumbai 400051 Maharashtra, India

Telephone: + 91 22 4336 0000

E-mail: delhivery.ipo@kotak.com

Investor grievance e-mail: kmccredressal@kotak.com
Website: www.investmentbank.kotak.com

Contact person: Ganesh Rane

Morgan Stanley India Company Private Limited

18" Floor, Tower 2, One World Centre

Plot 841, Jupiter Textile Mill Compound

Senapati Bapat Marg, Lower Parel

Mumbai 400013 Maharashtra, India

Tel: +91 22 6118 1000

E-mail: delhivery_ipo@morganstanley.com

Investor Grievance e-mail: investors_india@morganstanley.com
Website: www.morganstanley.com

Contact Person: Malavika Nambiar

BofA Securities India Limited
Ground Floor, “A” Wing

One BKC, “G” Block

Bandra Kurla Complex

Bandra (East), Mumbai 400051
Maharashtra, India

Telephone: +91 22 6632 8000
E-mail: dg.delhivery_ipo@bofa.com
Website: www.ml-india.com
Investor Grievance e-mail: dg.india_merchantbanking@bofa.com
Contact Person: Sweta Birdika

Citigroup Global Markets India Private Limited
1202, 12'" Floor,

First International Financial Centre

G-Block, C54 & 55,

Bandra Kurla Complex, Bandra (East)

Mumbai 400098

Maharashtra, India

Tel: +91 22 6175 9999

E-mail: delhivery.ipo@citi.com

Investor Grievance e-mail: investors.cgmib@citi.com
Website: www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm
Contact person: Keshav Tawari

Statement of inter-se allocation of responsibilities amongst the BRLMs

The responsibilities and coordination by the BRLMs for various activities in this Offer are as follows:

 

S.No. Activity Responsibility Co-ordination

 

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

 

107
 

S.No.

Activity

Responsibility

Co-ordination

 

10.

11.

12.

13.

of prescribed formalities with the Stock Exchanges, RoC and SEBI including

finalisation of Prospectus and RoC filing

Capital structuring with the relative components and formalities such as type of

instruments, size of issue, allocation between primary and secondary, etc.

Drafting and approval of all statutory advertisement

Drafting and approval of all publicity material other than statutory

advertisement as mentioned above including corporate advertising, brochure,

etc. and filing of media compliance report

Appointment of intermediaries - Registrar to the Offer, advertising agency,

Banker(s) to the Offer, Sponsor Banks, printer and other intermediaries,

including coordination of all agreements to be entered into with such

intermediaries

Preparation of road show presentation and frequently asked questions

International institutional marketing of the Offer, which 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

Domestic institutional marketing of the Offer, which 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

Non-institutional marketing of the Offer, which will cover, inter alia,

¢ — Finalising media, marketing and public relations strategy including list of
frequently asked questions at retail road shows;

 — Finalising centres for holding conferences for brokers, etc.;

¢ Follow-up on distribution of publicity and Offer material including
application form, this Prospectus and deciding on the quantum of the Offer
material; and

 _ Finalising collection centres

Retail marketing of the Offer, which will cover, inter alia,

¢  Finalising media, marketing and public relations strategy including list of
frequently asked questions at retail road shows;

 — Finalising centres for holding conferences for brokers, etc.;

¢ Follow-up on distribution of publicity and Offer material including
application form, this Prospectus and deciding on the quantum of the Offer
material; and

Finalising collection centres

Coordination with Stock Exchanges for book building software, bidding

terminals, mock trading, payment of 1% security deposit, anchor coordination,

anchor CAN and intimation of anchor allocation

Managing the book and finalization of pricing in consultation with the

Company and Selling Shareholder

Post bidding activities including management of escrow accounts, coordinate

non-institutional allocation, coordination with Registrar, SCSBs, Sponsor

Banks and other 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 Banks, 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, release of 1% security

deposit post closure of the Offer

BRLMs

BRLMs

BRLMs

BRLMs

BRLMs
BRLMs

BRLMs

BRLMs

BRLMs

BRLMs

BRLMs

BRLMs

Kotak
Kotak

BofA Securities

Citi

Morgan Stanley
Morgan
Stanley, Citi

Kotak, BofA.
Securities

Kotak

Kotak

Citi

Morgan Stanley

BofA Securities

 

108
Syndicate Member

Kotak Securities Limited

4" Bloor, 12BKC, G Block

Bandra Kurla Complex

Bandra (East), Mumbai 400 051
Telephone: 022 62185470

Website: www.kotak.com

E-mail: umesh.gupta@kotak.com
Contact person: Umesh Gupta

SEBI Registration No.: INZ000200137

Legal Advisors to the Offer
Legal Counsel to the Company as to Indian Law

Shardul Amarchand Mangaldas & Co
Amarchand Towers

216, Okhla Industrial Estate Phase III
New Delhi 110020 Delhi, India
Telephone: +91 11 4159 0700

Legal Counsel to the BRLMs as to Indian Law

Cyril Amarchand Mangaldas
Level 1 & 2, Max Towers

Plot No. C-O01/A/1

Sector 16B, Noida 201301
Gautam Buddha Nagar

Uttar Pradesh, India
Telephone: +91 120 6699 000

International Legal Advisers to the Company

Latham & Watkins LLP
9 Raffles Place

#42-02 Republic Plaza
Singapore 048619
Telephone: +65 6536 1161

International Legal Advisers to the BRLMs

Linklaters Singapore Pte. Ltd.
One George Street

#17-01

Singapore 049145

Telephone: +65 6692 5891

International Legal Advisers to SVF Doorbell (Cayman) Ltd

Morrison and Foerster LLP

The Scalpel, 52 Lime Street

London, United Kingdom, EC3M 7AF
Telephone: +44 0 20 7920 4000

Legal counsel to the Investor Selling Shareholders as to Indian law
Khaitan & Co
Max Towers

7* & 8" Floors
Sector 16B Noida

109
Gautam Buddh Nagar 201301
Uttar Pradesh, India
Telephone: +91 120 479 1000

Legal Counsel to the Individual Selling Shareholders as to Indian law

Samvad Partners

10 Sundar Nagar

New Delhi 110003 Delhi, India
Telephone: +91 11 4172 6200

Registrar to the Offer

Link Intime India Private Limited

C 101, 247 Park

L.B.S. Marg, Vikhroli (West)

Mumbai 400083

Maharashtra, India

Telephone: +91 22 4918 6200

E-mail: delhivery.ipo@linkintime.co.in
Website: www.linkintime.co.in
Investor Grievance e-mail: delhivery.ipo@linkintime.co.in
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058

Bankers to the Offer
Escrow Collection Bank / Public Offer Account Bank / Refund Bank

Axis Bank Limited

DLF City Gurgaon Branch, GL 005 to 008’ Cross Point
DLF Phase IV,

Gurugram 122009 Haryana, India

Telephone: 0124 4696591

E-mail: difgurgaon.branchhead@axisbank.com
Contact Person: Amit Vishnoi

Website: www.axisbank.com

SEBI Registration No.: INBI00000017

Sponsor Banks

Axis Bank Limited

DLF City Gurgaon Branch, GL 005 to 008’ Cross Point
DLF Phase IV

Gurugram 122009 Haryana, India

Telephone: 0124 4696591

E-mail: difgurgaon.branchhead@axisbank.com
Contact Person: Amit Vishnoi

Website: www.axisbank.com

SEBI Registration No.: INBI00000017

HDFC Bank Limited

FIG- OPS Department- Lodha, I Think Techno Campus

O-3 Level, Next to Kanjurmarg Railway Station

Kanjurmarg (East), Mumbai 400042 Maharashtra, India

Telephone: 022 30752927/ 28/ 2914

E-mail: Siddharth. Jadhav@hdfcbank.com, eric.bacha@hdfcbank.com, neerav.desai@hdfcbank.com
Contact Person: Siddharth Jadhav, Eric Bacha, Neerav Desai

Website: www.hdfcbank.com

SEBI Registration No.: INBI00000063

110
ICICI Bank Limited

Capital Market Division, 1“ Floor

122, Mistry Bhavan, Dinshaw Vachha Road
Backbay Reclamation, Churchgate

Mumbai 400020 Maharashtra, India
Telephone: 022 668 189 11/ 23/ 24
E-mail: sagar.welekar@icicibank.com
Contact Person: Sagar Welekar

Website: www.icicibank.com

SEBI Registration No.: INBI00000004

Kotak Mahindra Bank Limited

Kotak Infiniti, 6"" Floor

Building No. 21, Infinity Park

Off Western Express Highway

General AK Vaidya Marg, Malad (East)
Mumbai 400 097 Maharashtra, India
Telephone: 022 66056588

E-mail: cmsipo@kotak.com

Contact Person: Kushal Patankar
Website: www.kotak.com

SEBI Registration No.: INBI00000927

Statutory Auditors to our Company

S.R. Batliboi & Associates LLP

4" Bloor, Office 405

World Mark — 2, Asset No. 8

IGI Airport Hospitality District, Aerocity

New Delhi 110037 Delhi, India

Telephone: +91 11 4681 9500

Email: srba@srb.in

Peer Review number: 013325

Firm Registration number: 101049W/E300004

Changes in Auditors

There have been no changes in the statutory auditors of our Company during the three years immediately
preceding the date of this Prospectus.

Bankers to our Company

HDFC Bank Limited

Infrastructure Finance Group, 3 Floor
Vatika Atrium, A-Block

Golf Course Road, Sector 53
Gurugram 122002 Haryana, India
Telephone: 0124 4664726

E-mail: amit.rana@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Amit Rana

Axis Bank Limited

Ground Floor, 005-008

Cross Point, DLF Phase-IV

Qutab Enclave Complex

Gurgaon 122009 Haryana, India

Telephone: 0124 4696570

E-mail: difgurgaon.branchhead@axisbank.com
Website: www.axisbank.com

Contact Person: Amit Vishnoi

lil
IndusInd Bank Limited

Embassy Heights

Bangalore 560025 Karnataka, India
Telephone: 9964932738

E-mail: singh.swati@indusind.com
Website: www.indusind.com
Contact Person: Swati Singh

ICICI Bank Limited

ICICI Bank Ltd., Solitaire Plaza

MG Road, DLF Phase III

Gurugram 122001 Haryana, India
Telephone: 0124 3366777

E-mail: nishant.kmr@icicibank.com
Website: www.icicibank.com
Contact Person: Nishant Kumar

State Bank of India

Corporate Accounts Group

4" & 5! Floor, Parsvnath Capital Tower
Bhai Veer Singh Marg, Gole Market
New Delhi 110001 Delhi, India
Telephone: 011 23475540

E-mail: sbi.17313@sbi.co.in

Website: www.sbi.co.in

Contact Person: Vikash Kumar

Kotak Mahindra Bank Limited
27 BKC, C-27, G-Block

Bandra Kurla Complex, Bandra (E)
Mumbai 400051 Maharashtra, India
Telephone: 1860 266 2666
E-mail: maneesh.jyoti@kotak.com
Website: www.kotak.com

Contact Person: Maneesh Jyoti

Self Certified Syndicate Banks

The list of SCSBs is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 on the SEBI website,
or at such other website as may be prescribed by SEBI from time to time. A list of the Designated Branches of the
SCSBs with which a Bidder (other than an Anchor Investor), not bidding through Syndicate/Sub Syndicate or
through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 on the SEBI website,
and at such other websites as may be prescribed by SEBI from time to time.

SCSBs enabled for UPI Mechanism

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, UPI Bidders using the UPI Mechanism
may apply through the SCSBs and mobile applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=40) as updated from
time to time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI
mechanism is provided as ‘Annexure A’ for the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated
July 26, 2019.

112
Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors) submitted 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&intmld=35 and updated from time to
time or any such other website as may be prescribed by SEBI 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 www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated from time
to time or any such other website as may be prescribed by SEBI from time to time.

Broker Centres/ Designated CDP Locations/ Designated RTA Locations

In accordance with SEBI Circular No. CIR/CFD/14/2012 dated October 4, 2012 and
CIR/CED/POLICYCELL/11/2015 dated November 10, 2015, Bidders (other than Anchor Investors) can submit
Bid cum Application Forms with the Registered Brokers at the Broker Centres, CDPs at the Designated CDP
Locations or the RTAs at the Designated RTA Locations, respective lists of which, including details such as
address and telephone number, are available at the websites of the Stock Exchanges at www.bseindia.com and
www.nseindia.com and at the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=34, The list comprising
the details of branches of the SCSBs at the Broker Centres, named by the respective SCSBs to receive deposits of
the Bid cum Application Forms from the Registered Brokers will be available on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmIld=34 and updated from
time to time.

Grading of the Offer
No credit agency registered with SEBI has been appointed for grading for the Offer.
Monitoring Agency

Our Company has appointed Axis Bank Limited as the monitoring agency in accordance with Regulation 41 of
the SEBI ICDR Regulations. Their contact details are as follows:

Axis Bank Limited

DLF City Gurgaon Branch, GL 005 to 008’ Cross Point,
DLF Phase IV, Gurugram 122009, Haryana, India
Telephone: 0124 4696591

E-mail: difgurgaon.branchhead@axisbank.com
Website: www.axisbank.com

Contact Person: Amit Vishnoi

Expert
Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated May 14, 2022 from S.R. Batliboi & Associates LLP, Chartered
Accountants, to include their name as required under section 26(1) of the Companies Act read with SEBI ICDR
Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, to the
extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated March
25, 2022 on our Restated Financial Statements; and (ii) their report dated November 1, 2021 on the statement of
special tax benefits with respect to our Company and its shareholders 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.

BSR & Associates LLP, Chartered Accountants, has provided a written consent dated May 14, 2022 to include
their name in this Prospectus, as required under Section 26(1) of the Companies Act as “expert”, as defined under
section 2(38), in respect of their audit report dated October 31, 2021 for the financial year ended March 31, 2021
in relation to the Special Purpose Consolidated Financial Statements of Spoton, included in this Prospectus, and
such consent has not been withdrawn as of 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.

iis
B.B. & Associates, Chartered Accountants, has provided a written consent dated April 30, 2022 to include their
name in this Prospectus, as required under Section 26(1) of the Companies Act as “expert”, as defined under
Section 2(38) and, in respect of their statement of special tax benefits dated January 20, 2022 with respect to the
Material Subsidiary, Spoton Logistics Private Limited and its shareholders, included in this Prospectus, and such
consent has not been withdrawn as of the date of this Prospectus.

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any bank/ financial
institution.

Credit Rating

As the Offer is of Equity Shares, credit rating is not required.

Debenture Trustees

As the Offer is of Equity Shares, the appointment of debenture trustees is not required.
Green Shoe Option

No green shoe option is contemplated under the Offer.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from Bidder on the basis of
the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band which
was decided by our Company and the Selling Shareholders, in consultation with the BRLMs and minimum Bid
lot which was decided by our Company, in consultation with the BRLMs and were advertised in all editions of
Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta (a widely
circulated Hindi national daily newspaper, Hindi also being the regional language of New Delhi, where our
Registered Office is located), at least two Working Days prior to the Bid/Offer Opening Date and were made
available to the Stock Exchanges for the purposes of uploading on their respective website. The Offer Price was
determined by our Company, in consultation with the BRLMs after the Bid/Offer Closing Date.

All Investors (other than Anchor Investors) were mandatorily required to participate in this Offer only
through the ASBA process. Anchor Investors were not permitted to participate in the Offer through the
ASBA process.

In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Investors were not permitted to
withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid
Amount) at any stage. Retail Individual Bidders and Eligible Employees Bidding in the Employee
Reservation Portion could revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until
Bid/Offer Closing Date. Anchor Investors were not allowed to revise and withdraw their Bids after the
Anchor Investor Bid/ Offer Period. Except Allocation to Retail Individual Bidders, Non-Institutional
Investors and the Anchor Investors, Allocation in the Offer was made on a proportionate basis. For further
details on method and process of Bidding, see “Offer Procedure” and “Offer Structure” on page 592 and 588
respectively.

The Book Building Process is subject to change. Bidders are advised to make their own judgment about an
investment through this process prior to submitting a Bid.

Investors should note the Offer is also subject to obtaining final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment within six Working Days of the Bid/Offer Closing
Date or such other time period as prescribed under applicable law.

For an illustration of the Book Building Process, price discovery process and allocation, see “Offer Procedure”
on page 592.

Underwriting Agreement

114
Our Company and the Selling Shareholders have entered into an Underwriting Agreement with the Underwriters
for the Equity Shares proposed to be offered through the Offer. The extent of underwriting obligations and the
Bids to be underwritten by each BRLM shall be as per the Underwriting Agreement. Pursuant to the terms of the
Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions to
closing, as specified therein.

The Underwriting Agreement is dated May 14, 2022. The Underwriters have indicated their intention to
underwrite the following number of Equity Shares:

 

 

Name, address, telephone number and e-mail Indicative number of Amount underwritten
address of the Underwriters Equity Shares to be (% in million)
Underwritten**
Kotak Mahindra Capital Company Limited 6,800,887 3,309.33

Address: 1st Floor, 27 BKC, Plot No. C — 27,

‘@ Block, Bandra Kurla Complex, Bandra (East),
Mumbai 400051, Maharashtra, India

Tel: +91 22 4336 0000

Email: delhivery.ipo@kotak.com

 

Morgan Stanley India Company Private Limited 6,800,987 3,309.38
Address: 18th Floor, Tower 2, One World Centre,

Plot 841, Jupiter Textile Mill Compound,

Senapati Bapat Marg, Lower Parel,

Mumbai 400013, Maharashtra, India

Tel: +91 22 6118 1000

Email: delhivery_ipo@morganstanley.com

 

BofA Securities India Limited 6,800,986 3,309.37
Address: Ground Floor, “A” Wing, One BKC,

“G” Block Bandra Kurla Complex, Bandra (East),

Mumbai 400051, Maharashtra, India

Tel: +91 22 6632 8000

Email: dg.delhivery_ipo@bofa.com

 

Citigroup Global Markets India Private Limited 6,800,986 3,309.37
Address: 1202, 12th Floor, First International

Financial Centre, G-Block, C54 & 55,

Bandra Kurla Complex, Bandra (East),

Mumbai 400098 Maharashtra, India

Tel: +91 22 6175 9999

Email: delhivery.ipo@citi.com

Kotak Securities Limited 100 0.05
Address:

4" Floor, 12BKC, G Block

Bandra Kurla Complex

Bandra (East), Mumbai 400 051

Tel: +91 22 6218 5470

Email: umesh.gupta@kotak.com

Total 27,203,946 13,237.50

 

** The indicative number of Equity Shares to be underwritten is calculated excluding the QIB Portion of 80,313,142 Equity
Shares.

The abovementioned amounts are provided for indicative purposes only and would be finalised after actual
allocation and subject to the provisions of Regulation 40(2) of the SEBI ICDR Regulations.

In the opinion of our Board (based on representations made to our Company by the Underwriters), the resources.
of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full.

115
The Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as brokers with
the Stock Exchange(s). Our Board, at its meeting held on May 14, 2022, has approved the execution of the
Underwriting Agreement by our Company.

Allocation amongst the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to Investors procured by them in accordance with the
Underwriting Agreement. The extent of underwriting obligations and the Bids to be underwritten in the Offer
shall be as per the Underwriting Agreement.

116
CAPITAL STRUCTURE
Details of the share capital of our Company, as on the date of this Prospectus, is set forth below.

(in &, except share data)

 

 

Particulars ‘Aggregate nominal | Aggregate
value value at Offer
Price

A) AUTHORISED SHARE CAPITAL

873,502,280 Equity Shares of face value of 21 each 873,502,280 -

Preference shares comprising:

300,000 preference shares of face value of 210 each 3,000,000 =

4,660,337 preference shares of face value of 100 each 466,033,700 =
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER

642,365,827 Equity Shares of face value of 21 each 642,365,827 ~
D) PRESENT OFFER IN TERMS OF THIS PROSPECTUS

Offer of 107,517,088* Equity Shares of face value of 21 each 107,517,088 52,350,000,000

aggregating to 252,350 million

Of which:

Fresh Issue of up to 82,152,503* Equity Shares of face value of 21 82,152,503 40,000,000,000

each aggregating to 40,000 million ®

Offer for Sale of up to 25,364,585* Equity Shares of face value of 21 25,364,585, 12,350,000,000

each aggregating to 12,350 million
Which includes:
Employee Reservation Portion of 432,900* Equity Shares of face 432,900 200,000,000
value of 21 each aggregating to 2200 million
E) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER

724,518,330* Equity Shares of face value of 21 each 724,518,330 =
F) SECURITIES PREMIUM ACCOUNT (in million)

Before the Offer 113,780.95

After the Offer 153,698.80

 

*Subject to finalization of the Basis of Allotment

(1). For details in relation to the changes in the authorised share capital of our Company, see “History and Certain Corporate Matters ~
Amendments to the Memorandum of Association ” on page 246.

(2) The Fresh Issue has been authorised by a resolution of our Board dated October 13, 2021 and a resolution of our Shareholders dated
October 15, 2021.

(3) For details on authorisation of the Selling Shareholders in relation to their respective portion of the Offered Shares, see “The Offer”
and “Other Regulatory and Statutory Disclosures” on pages 88 and 562, respectively.

(4) In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion is made available for allocation and
Allotment, proportionately to all Eligible Employees who have Bid in excess of 200,000, subject to the maximum value of Allotment
made to each such Eligible Employee not exceeding 2500,000. The unsubscribed portion, if any, in the Employee Reservation Portion
(after allocation up to 500,000), is added to the Net Offer. Our Company, in consultation with the BRLMs, offered a discount of 225
per Equity Share to Eligible Employee(s) Bidding in the Employee Reservation Portion

Notes to Capital Structure
1. Share Capital History
(@ History of Equity Share capital of our Company

The following table sets forth the history of the equity share capital of our Company:

 

 

Date of Reason/Nature of No. ofequity Face valueper __ Issue price ‘Nature of
allotment allotment shares equity share per equity _consideration
allotted ®@ share
®

June 23,2011 Initial subscription to 10,000 10 10 Cash’

the Memorandum of

Association
November 30, Further issue 379,397 10 10 Cash
2011
January 17, Further issue) 105,750 10 10 Cash
2012

117
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of Reason / Nature of No. of equity Face value per _ Issue price Nature of
allotment allotment shares equity share per equity consideration
allotted @ share
@
January 18, Further issue 4,853 10 180 ‘Cash
2012 : -
September 26, Preferential 200 10 780 Cash
2013 allotment
September 9, Rights issue® 446,265 10 2,264.20 Cash
2014
September 29, Exercise of stock 6,667 10 226 Cash
2015 options
May 26, 2017 Exercise of stock 983 10 780 Cash
options
Exercise of stock 500 10 6,000 Cash
options
Exercise of stock 814 10 2,264.20 Cash
options
Exercise of stock 200 10 453 Cash
options"?
Exercise of stock 2,766 10 225.94 Cash
options\"?
June 25, 2019 Exercise of stock 2,358, 10 225.94 Cash
options)
Exercise of stock 5,063 10 1,163 Cash
options“
Exercise of stock 2,050 10 453 Cash
options)
Exercise of stock 448 10 1,509 Cash
options“
Exercise of stock 2,070 10 390 Cash
options?
August 19, 2019 Exercise of stock 1 10 225.94 Cash
options("®
Exercise of stock 743 10 453 Cash
_ options“) _ _ _
Exercise of stock 885 10 1,163 Cash
_ options”)
Exercise of stock 1,625 10 1,509 Cash
_ options!) _ _ _
Exercise of stock 1,204 10 1,628 Cash
options®
August 8, 2020 Conversion of Series A 640,000 10 NA. NA.
Preference Shares,
Series B_ Preference
Shares, Series C
Preference Shares and
Series D1 Preference
Shares into equity
shares of face value of
210 each at a
conversion ratio of one
equity share for every
_____ preference share 2 _ _ -
August 22,2020 Exercise of stock 25 10 2,985, Cash
_ options
Exercise of stock 250 10 225.94 Cash
options?) _
Exercise of stock 1,093 10 453 Cash
ions?)
Exercise of stock 1,295 10 1,163 Cash
options?” _
Exercise of stock 996 10 1,509 Cash
options?®)

 

118
 

 

Date of Reason/Nature of No. of equity Face value per _ Issue price Nature of
allotment allotment shares equity share per equity _ consideration
allotted ®@ share
@
Exercise of stock 4,462 10 1,628 ‘Cash
options?
Exercise of stock 1,050 10 1,163 ‘Cash
options®
December 11, Exercise of stock 175 10 453 Cash
2020 options®)
February 3, Preferential 38,701" 10 18,965 ‘Cash
2021 allotment)
February 19, Exercise of stock 130 10 225.94 Cash
2021 options®
Exercise of stock 1,900 10 1,163 ‘Cash
options)
Exercise of stock 122 10 1,509 Cash
options@>)
Exercise of stock 1,664 10 1,628 Cash
options®®
Exercise of stock 65 10 2,985 Cash
options®”
March 12,2021 Exercise of stock 800 10 1,509 Cash
options)
Exercise of stock 250 10 1,628 Cash
options
June 18, 2021 Exercise of stock 325 10 453 Cash
options“
Exercise of stock 461 10 1,509 Cash
options“?
Exercise of stock 2,313 10 1,628 Cash
options”)
Exercise of stock 1,257 10 2,985 Cash
options)
August 3, 2021 Exercise of stock 13 10 2,985 Cash
options“
September 24, Exercise of stock 9,545 10 2,985 Cash
2021 options“)
Exercise of stock 10,000 10 225.94 Cash
options“
Exercise of stock 2,850 10 453 Cash
options?
Exercise of stock 18,100 10 1,163 Cash
options‘)
Exercise of stock 800 10 1,509 Cash
options“
Exercise of stock 42,170 10 1,628 Cash
options®
September 24, Conversion of Series G 116,103 10 NA. NA.
2021 Preference Shares into
equity shares of face
value of 210 each °)
September 29, Bonus issue in the ratio 16,846,803 10 NA. NA.

2021

of nine equity shares

for every equity share
@)

Pursuant to shareholders’ resolution dated September 29, 2021 each equity share of our Company of face value of
210 each was split into 10 Equity Shares of face value of 21 each. Therefore, an aggregate of 18,718,670 equity
shares of 210 each were split into 187,186,700 Equity Shares of 21 each.

October 22,
2021

Exercise of stock
options®
Exercise of stock
options
Exercise of stock
options®

675,900
161,100

315,000

1

1

2.26

3.90

15. 09

Cash

Cash

Cash

 

119
 

Date of
allotment

November 18,
2021

November 30,
2021

December 8,
2021
December 24,
2021

January 10,
2022

January 13,
2022

April 19, 2022

Reason / Nature of
allotment

Exercise of stock
options®

Exercise of stock
options®”

Exercise of stock
options‘)

Exercise of stock
options®

Exercise of stock
options

Exercise of stock
options)

Exercise of stock
options‘)

Exercise of stock
options ©)

Exercise of stock
options

Exercise of stock
options®)

Exercise of stock
options

Preferential
allotment”)

Exercise of stock
options‘)

Exercise of stock
options

Exercise of stock
options

Exercise of stock
options)

Exercise of stock
options”

Exercise of stock
options”

Exercise of stock
options)

Exercise of stock
options”

Conversion of
outstanding Series B
Preference Shares,
Series C_ Preference
Shares, Series D
Preference Shares,
Series D1 Preference
Shares, Series E
Preference Shares,
Series F Preference
Shares, Series H
Preference Shares and
Series I Preference
Shares into Equity
Shares(”®)

Exercise of — stock
options”

Exercise of — stock
options”

No. of equity Face value per
shares equity share
allotted ®
934,900 1
1,704,400 1
40,000 1
168,100 1
167,000 1
112,100 1
89,300 1
694,200 1
154,900 1
31,800 1
46,300 1
20,914,500 1
1,772,500 1
49,600 1
1,246,600 1
215,500 1
28,200 1
13,000 1
37,500 1
342,500 1

425,004,500 1

70,871 1

188,856 1

Issue price

per equity
share

@
29.85
16.28

4.53
11.63
4.53
11.63
15.09
16.28
29.85
16.28
29.85
356.55,
11.63
15.09
16.28
29.85

453

16.28
29.85

NLA.

16.28

29.85

Nature of

consideration

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

Cash

N.A,

Cash

Cash

 

* These equity shares were partly paid-up at the time of allotment and were subsequently made fully paid-up.

120
wo

2)

@

@

o

©

”

@)

@

(10)

ay

(12)

(13)

a4

(5)

6)

a7)

(18)

a9)

20)

ey

5,000 equity shares were allotted to Suraj Saharan and 5,000 equity shares were allotted to Nitin Dhingra.

100,000 equity shares were allotted to Mohit Tandon, 90,000 equity shares were allotted to Suraj Saharan, 50,000 equity
shares were allotted to Kapil Bharati, 131,750 equity shares were allotted to Sahil Barua and 7,647 equity shares were
allotted to Abhishek Goyal.

30,750 equity shares were allotted to Mohit Tandon, 35,750 equity shares were allotted to Suraj Saharan, 5,750 equity shares
were allotted to Kapil Bharati and 33,500 equity shares were allotted to Bhavesh Kishor Manglani.

2,500 equity shares were allotted to Nitin Dhingra and 2,353 equity shares were allotted to Abhishek Goyal.
100 equity shares were allotted to Times Internet Limited and 100 equity shares were allotted to Nexus Ventures III Limited.

446,165 equity shares were allotted to Multiples Private Equity Fund I Limited and 100 equity shares were allotted to
Multiples Private Equity Fund.

6,667 equity shares were allotted to Dinesh Advani, pursuant to exercise of options granted under ESOP I~ 2012.
983 equity shares were allotted to Vipin Tokas, pursuant to exercise of options granted under ESOP I ~ 2012.

250 equity shares were allotted to each of Gautam Nath and Ankoor Das, pursuant to exercise of options granted under
ESOP I - 2012.

188 equity shares were allotted to Rohan Anand, 188 equity shares were allotted to Kanishk Dewan, 125 equity shares were
allotted to Aamir Hussain, 125 equity shares were allotted to Raghuvansh Gaurav, 188 equity shares were allotted to Vikas
Mittal, pursuant to exercise of options granted under ESOP I ~ 2012.

150 equity shares were allotted to Deepak Sukumar and 50 equity shares were allotted to Shivender Singh Thakur, pursuant
to exercise of options granted under ESOP I ~ 2012.

1,333 equity shares were allotted to Kanchana Chandiramani, 833 equity shares were allotted to Saurabh Malani and 600
equity shares were allotted to Srinivasan Krishnaswamy, pursuant to exercise of options granted under ESOP I ~ 2012.

858 equity shares were allotted to Srinivasan Krishnaswamy, 250 equity shares were allotted to Hunny Ghade and 1,250
equity shares were allotted to Ajith Pai Mangalore, pursuant to exercise of options granted under ESOP I~ 2012.

700 equity shares were allotted to Nitin Gupta, 200 equity shares were allotted to Don Thomas, 2,144 equity shares were
allotted to Santanu Bhattacharya, 725 equity shares were allotted to Aveek Nandi, 250 equity shares were allotted to Vivek
Sharma and 1,044 equity shares were allotted to Sandeep Kumar Barasia, pursuant to exercise of options granted under
ESOP I~ 2012.

500 equity shares were allotted to Akash Khattar, 400 equity shares were allotted to Nikhil Ummat, 400 equity shares were
allotted to Sunny Raja, 375 equity shares were allotted to Abhishek Prabudha and 375 equity shares were allotted to Bhavneet
Kaur, pursuant to exercise of options granted under ESOP I~ 2012.

15 equity shares were allotted to Akash Khattar, 58 equity shares were allotted to Ritesh Kumar Singh and 375 equity shares
were allotted to Saurabh Malani, pursuant to exercise of options granted under ESOP I~ 2012.

1,750 equity shares were allotted to Sushant Kashyap and 320 equity shares were allotted to Gaurav Sharma, pursuant to
exercise of options granted under ESOP I~ 2012.

111 equity shares were allotted to Atul Mathew, pursuant to exercise of options granted under ESOP I ~ 2012.

75 equity shares were allotted to Dhruv Juneja, 237 equity shares were allotted to Rohit Mittal, 200 equity shares were
allotted to Sagar Sachdeva, 13 equity shares were allotted to Shivender Singh Thakur and 218 equity shares were allotted to
Anshul Kochar, pursuant to exercise of options granted under ESOP I~ 2012.

99 equity shares were allotted to Don Thomas, 500 equity shares were allotted to Deepak Agrahar, 111 equity shares were
allotted to Kapil Kaushik, 131 equity shares were allotted to Nimish Sharma and 44 equity shares were allotted to Abhishek
Dubey, pursuant to exercise of options granted under ESOP I ~ 2012.

31 equity shares were allotted to Abdul Wasih, 31 equity shares were allotted to Alok Kumar Shukla, 46 equity shares were
allotted to Sheikh Mohd Arif, 46 equity shares were allotted to Arpit Varshney, 15 equity shares were allotted to Dipti Ranjan
Sahoo, 46 equity shares were allotted to Hari Kishan, 100 equity shares were allotted to Karthik Jayanthi, 46 equity shares
were allotted to Prabhat Gidda, 46 equity shares were allotted to Pranay Prakash, 93 equity shares were allotted to Rajesh
Choudhary, 46 equity shares were allotted to Sameep Dixit, 46 equity shares were allotted to Shikhar Kala, 62 equity shares
were allotted to Shikhar Khattar, 4 equity shares were allotted to Srishti Agarwal, 31 equity shares were allotted to Satveer
Singh, 15 equity shares were allotted to Gursheen Kaur Chawla, 66 equity shares were allotted to Akbar Mohammad, 125
equity shares were allotted to Marut Singh, 113 equity shares were allotted to Shailender Arya, 88 equity shares were allotted
to Shri Krishan, 56 equity shares were alloted to Mallesh Goud, 66 equity shares were allotted to Bopanna K, 47 equity
shares were allotted to Divesh Sadhwani, 66 equity shares were allotted to Presley Ferreira, 28 equity shares were allotted

121
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23)

(24)

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26)

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29)

to Aayush Mattoo, 31 equity shares were allotted to Diksha Deora, 44 equity shares were allotted to Neha Goyal, 31 equity
shares were allotted to Astha Satsangi, 113 equity shares were allotted to Harshit Malhotra and 47 equity shares were
allotted to Raj Vijayan Kaleekal, pursuant to exercise of options granted under ESOP I~ 2012.

300 equity shares were allotted to Thota Nagadhar, 25 equity shares were allotted to Shubham Goyal, 33 equity shares were
allotted to Pradeep Verma, 25 equity shares were allotted to Roushan Ranjan Giri, 32 equity shares were allotted to Manoj
R Tripathi, 25 equity shares were allotted to Madhur Kumar, 40 equity shares were allotted to Kushal Vardhan, 25 equity
shares were allotted to Kunal Rana, 23 equity shares were allotted to Piyush Chourasiya, 41 equity shares were allotted to
Pradeep Kumar Jha, 32 equity shares were allotted to Anurag Paul, 100 equity shares were allotted to Shri Krishan, 40
equity shares were allotted to Parvez Abdul Gani Memon, 40 equity shares were allotted to Chirag Mehta, 32 equity shares
were allotted to Mandeep Singh, 23 equity shares were allotted to Rahul Beniwal, 55 equity shares were allotted to Dhiraj
Kumar Pathak, 9 equity shares were allotted to Mallesh Goud, 40 equity shares were allotted to Bopanna K, 57 equity shares.
were allotted to Anshul Dhoundiyal, 32 equity shares were allotted to Kapil Varshney, 32 equity shares were allotted to
Tapasya Tibrewal, 25 equity shares were allotted to Mukesh Kumar, 32 equity shares were allotted to Aayush Mattoo, 5
equity shares were allotted to Diksha Deora, 14 equity shares were allotted to Shailendra Kumar, 25 equity shares were
allotted to Anjali, 25 equity shares were allotted to Abhijit Sinha and 17 equity shares were allotted to Dishant Gupta,
pursuant to exercise of options granted under ESOP I ~ 2012.

291,667 equity shares were allotted to Times Internet Limited pursuant to conversion of 291,667 Series A Preference Shares
held by Times Internet Limited, 78,526 equity shares were allotted to Times Internet Limited pursuant to conversion of 78,526
Series B Preference Shares held by Times Internet Limited, 152,631 equity shares were allotted to Canada Pension Plan
Investment Board pursuant to conversion of 152,631 Series B Preference Shares held by Canada Pension Plan Investment
Board, 1,276 equity shares were allotted to Times Internet Limited pursuant to conversion of 1,276 Series C Preference
Shares held by Times Internet Limited, 48,773 equity shares were allotted to Multiples Private Equity Fund pursuant to
conversion of 48,773 Series C Preference Shares held by Multiples Private Equity Fund, 13,753 equity shares were allotted
to SVF Doorbell (Cayman) Ltd pursuant to conversion of 13,753 Series C Preference Shares held by SVF Doorbell (Cayman)
Ltd, 18,522 equity shares were allotted to Canada Pension Plan Investment Board pursuant to conversion of 18,522 Series
C Preference Shares held by Canada Pension Plan Investment Board, 3,081 equity shares were allotted to AB Initio Capital,
L.P. pursuant to conversion of 3,081 Series C Preference Shares held by AB Initio Capital, L.P., 27,719 equity shares were
allotted to Alpine Opportunity Fund II, L.P. pursuant to conversion of 27,719 Series C Preference Shares held by Alpine
Opportunity Fund I, L.P., 1,020 equity shares were allotted to Multiples Private Equity Fund pursuant to conversion of
1,020 Series D1 Preference Shares held by Multiples Private Equity Fund and 3,032 equity shares were allotted to Multiples
Private Equity Fund 1 Limited pursuant to conversion of 3,032 Series D1 Preference Shares held by Multiples Private Equity
Fund 1 Limited.

25 equity shares were allotted to Abdul Khalid, pursuant to exercise of options granted under ESOP I ~ 2012.
250 equity shares were allotted to Atul Mathew, pursuant to exercise of options granted under ESOP I ~ 2012.

500 equity shares were allotted to Arun Bagawathi, 125 equity shares were allotted to Abhishek Prabudha, 263 equity shares
were allotted to Rohit Mittal, 180 equity shares were allotted to Deepak Sukumar and 25 equity shares were allotted to Dhruv
Juneja, pursuant to exercise of options granted under ESOP I ~ 2012.

500 equity shares were allotted to Nishant Singh, 244 equity shares were allotted to Nimish Sharma, 281 equity shares were
allotted to Vineet Singh, 150 equity shares were allotted to Anurag Dua and 120 equity shares were allotted to Jasmeet
Marwah, pursuant to exercise of options granted under ESOP I ~ 2012.

84 equity shares were allotted to Aakash Dia, 38 equity shares were allotted to Prabhat Gidda, 75 equity shares were allotted
to Shikhar Khattar, 200 equity shares were allotted to Divya Puliani, 87 equity shares were allotted to Karthik Jayanthi, 75
equity shares were allotted to Ritesh Kumar Singh, 79 equity shares were allotted to Dheeraj Verma, 79 equity shares were
allotted to Akash Khattar, 50 equity shares were allotted to Abdul Wasih, 38 equity shares were allotted to Hari Kishan, 19
equity shares were allotted to Gursheen Kaur Chawla, 28 equity shares were allotted to Kaushal Kishore Agrawal, 25 equity
shares were allotted to Alok Kumar Shukla, 13 equity shares were allotted to Dipti Ranjan Sahoo, 38 equity shares were
allotted to Shikhar Kala, 38 equity shares were allotted to Sameep Dixit and 30 equity shares were allotted to Sheikh Mohd
Arif, pursuant to exercise of options granted under ESOP I - 2012.

354 equity shares were allotted to Abhishek Prabudha, 316 equity shares were allotted to Aakash Dia, 91 equity shares were
allotted to Rohit Mittal, 212 equity shares were allotted to Prabhat Gidda, 146 equity shares were allotted to Shikhar Khattar,
212 equity shares were allotted to Nishant Chug, 111 equity shares were allotted to Karthik Jayanthi, 70 equity shares were
allotted to Ritesh Kumar Singh, 137 equity shares were allotted to Ridhi Agarwal, 114 equity shares were allotted to Raveesh
Madan, 113 equity shares were allotted to Sumit Tokas, 91 equity shares were allotted to Varun Chaudhari, 85 equity shares
were allotted to Ankit Shukla, 85 equity shares were allotted to Manvi Chopra, 82 equity shares were allotted to Aditya Singh,
77 equity shares were allotted to Tanvi Jain, 74 equity shares were allotted to Manan Kanodia, 74 equity shares were allotted
to Rahul Mitawa, 19 equity shares were allotted to Abdul Wasih, 68 equity shares were allotted to Rajshekar N, 25 equity
shares were allotted to Hari Kishan, 41 equity shares were allotted to Gursheen Kaur Chawla, 32 equity shares were allotted
to Kaushal Kishore Agrawal, 59 equity shares were allotted to Shubhrika Srivastava, 56 equity shares were allotied to
Abhishek A Abkari, 54 equity shares were allotted to Bharat, 54 equity shares were allotted to Kamal Kishor Gupta, 54 equity
shares were allotted to G Krupa Sindhu, 54 equity shares were allotted to Shyam Krishna Sahu, 54 equity shares were allotted
to Bhupinder Singh, 54 equity shares were allotted to Jason Paul, 54 equity shares were allotted to Rahul Verma, 54 equity
shares were allotted to Chandan Kumar, 54 equity shares were allotted to Boopalan Padmanaban, 50 equity shares were
allotted to Manoj Pandey, 25 equity shares were allotted to Alok Kumar Shukla, 45 equity shares were allotted to Sunny
Sehgal, 45 equity shares were allotted to Vikas Upadhyay, 32 equity shares were allotted to Dipti Ranjan Sahoo, 45 equity
shares were allotted to Vikram Singh Nandal, 44 equity shares were allotted to Amanullah Khan, 40 equity shares were
allotted to Anshul Goyal, 37 equity shares were allotted to Kavya Suresh Surapaneni, 37 equity shares were allotted to Akash

122
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Raha, 37 equity shares were allotted to Gbm Krishna, 37 equity shares were allotted to Saurabh Thakur, 37 equity shares
were allotted to Ram Naresh Chouhan, 37 equity shares were allotted to Gunjan Rani, 35 equity shares were allotted to
Hemendra Pratap Singh, 29 equity shares were allotted to Deepak Kumar, 25 equity shares were allotted to Rohit Sharma,
25 equity shares were allotted to Saurabh Singh, 25 equity shares were allotted to Prabal Das Gupta, 25 equity shares were
allotted to Ravi Yadav, 25 equity shares were allotted to Vikram Singh, 25 equity shares were allotted to Shantaram Ramane,
25 equity shares were allotted to Sourav Bathla, 25 equity shares were allotted to Sahil Anand, 25 equity shares were allotted
to Gaurav Singh Chaudhary, 25 equity shares were allotted to Rahul Banerjee, 25 equity shares were allotted to Vishnu
Prasad, 25 equity shares were allotted to Akash Deep Verma, 25 equity shares were allotted to Anil Kumar, 25 equity shares
were allotted to Priyanka Utkarsha, 25 equity shares were allotted to Rohan Kalia, 25 equity shares were allotted to
Amandeep Singh, 25 equity shares were allotted to Amber Singh K, 25 equity shares were allotted to G Rajasekhar Varma,
25 equity shares were allotted to Virat Sharma, 25 equity shares were allotted to Prathap Bhukya, 25 equity shares were
allotted to Swatantra Kumar Srivastava, 20 equity shares were allotted to Manish Gupta, 20 equity shares were allotted to
Virendra Singh Sisodiya, 19 equity shares were allotied to Vishal Joshi, 12 equity shares were allotted to Mukesh Ajgaonkar,
12 equity shares were allotted to Parthiban N and 12 equity shares were allotted to Chandrapal Raghav, pursuant to exercise
of options granted under ESOP I - 2012.

1,050 equity shares were allotted to Sandeep Kumar Barasia, pursuant to exercise of options granted under ESOP I ~ 2012.
175 equity shares were allotted to Arun Bagavathi, pursuant to exercise of options granted under ESOP I ~ 2012.

5,340 equity shares were allotted to Sahil Barua, 5,341 equity shares were allotted to Sandeep Kumar Barasia, 5,340 equity
shares were allotted to Ajith Pai Mangalore, 5,340 equity shares were allotted to Kapil Bharati, 5,340 equity shares were
allotted to Amit Agarwal, 875 equity shares were allotted to Navneet Daga, 1,000 equity shares were allotted to Nikhil
Ummat, 1,250 equity shares were allotted to Kumar Sunny Raja, 1,000 equity shares were allotted to Arun Bagavathi, 1,000
equity shares were allotted to Rajaganesh Sethupathi, 1,250 equity shares were allotted to Vikas Kapoor, 1,000 equity shares
were allotted to Vikram Rawat, 875 equity shares were allotted to Kshitij Chopra, 1,000 equity shares were allotted to Nikhil
Vij, 1,000 equity shares were allotted to Gurvinder Singh, 875 equity shares were allotted to Firoze Hussain and 875 equity
shares were allotted to Srinivasan S.

130 equity shares were allotted to Atul Mathai Mathew, pursuant to exercise of options granted under ESOP I~ 2012.

400 equity shares were allotted to Kshitij Chopra and 1,500 equity shares were allotted to Sandeep Kumar Barasia, pursuant
to exercise of options granted under ESOP I~ 2012.

50 equity shares were allotted to Harshal Chandak, 19 equity shares were allotted to Sameep Dixit and 53 equity shares were
allotted to Akash Khattar, pursuant to exercise of options granted under ESOP I ~ 2012.

15 equity shares were allotted to Laltu Shaw, 25 equity shares were allotted to Shubham Lakhiwal, 12 equity shares were
allotted to Virat Sharma, 12 equity shares were allotted to Prabal Dasgupta, 63 equity shares were allotted to Sridhar G, 16
equity shares were allotted to Gourav Yadav, 37 equity shares were allotted to Girijesh Joshi, 13 equity shares were allotted
to Vikas Upadhyaya, 29 equity shares were allotted to Rahul Banerjee, 12 equity shares were allotted to Shantaram Ramane,
6 equity shares were alloted to Mukesh Ajgaonkar, 37 equity shares were allotted to Awanish Priyadarshi, 25 equity shares
were allotted to Love Kumar, 25 equity shares were allotted to Ram Kishore Choudhary, 29 equity shares were allotted to
Priyanka Utkarsha, 50 equity shares were allotted to Sameep Dixit, 12 equity shares were allotted to Vikram Singh, 25 equity
shares were allotted to Devendra Ratnam, 25 equity shares were allotted to Tushar Bhogale, 37 equity shares were allotted
to Shahroop Mirza, 38 equity shares were allotted to Swatantra Kumar Srivastava, 33 equity shares were allotted to
Siddharath Dinesh Taide, 25 equity shares were allotted to Ravi Yadav, 75 equity shares were allotted to Amit Kumar, 20
equity shares were allotted to Mayur Shyamrao More, 69 equity shares were allotted to Rajshekar N, 16 equity shares were
allotted to Prachit Premkumar Chaudhari, 17 equity shares were allotted to Priyanka Puri, 38 equity shares were allotted to
Saurabh Singh, 25 equity shares were allotted to Bharat Rajendra Bhagwania, 26 equity shares were allotted Sunil Singh,
20 equity shares were allotted to Manoj Pandey, 19 equity shares were allotted to Kavya Surapaneni, 5 equity shares were
allotted to Rajat Bansal, 5 equity shares were allotted to Rohit Sharma, 113 equity shares were allotted to Nitish Gautam, 12
equity shares were allotted to Anil Kumar, 187 equity shares were allotted to Santanu Biswas, 15 equity shares were allotted
to Sanjeev Pandey, 125 equity shares were allotted to Dingtang Tikhak, 33 equity shares were allotted to Harshal Gupta, 40
equity shares were allotted to Pranay Suwalka, 7 equity shares were allotted to Shivendra Swaroop, 13 equity shares were
allotted to Raja S, 25 equity shares were allotted to P Dayaseela Vamsy, 25 equity shares were allotted to Amanullah Khan,
26 equity shares were allotted to Punit Malik, 17 equity shares were allotted to Dipak Chetry, 15 equity shares were allotted
to Jason Paul, 25 equity shares were allotted to Amjad Khan and 50 equity shares were allotted to Vikash Singh Dahiya,
pursuant to exercise of options granted under ESOP I ~ 2012.

7 equity shares were allotted to Rajesh Singh and 58 equity shares were allotted to Rishit Jain, pursuant to exercise of options
granted under ESOP I ~ 2012.

300 equity shares were allotted to Nikhil Vij and 500 equity shares were allotted to Srinivasan S, pursuant to exercise of
options granted under ESOP I~ 2012.

200 equity shares were allotted to Nikhil Vij and 50 equity shares were allotted to Srinivasan S, pursuant to exercise of
options granted under ESOP I~ 2012.

325 equity shares were allotted to Arun Bagavathi, pursuant to exercise of options granted under ESOP I ~ 2012.

123
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(48)

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62)

38 equity shares were allotted to Prabhat Gidda, 19 equity shares were allotted to Sameep Dixit, 104 equity shares were
allotted to Pranay Prakash and 300 equity shares were allotted to Vikram Singh Rawat, pursuant to exercise of options
granted under ESOP I ~ 2012.

500 equity shares were allotted to Arun Bagavathi, 512 equity shares were allotted to Nikhil Vij, 16 equity shares were
allotted to Amanullah Khan, 3 equity shares were allotted to Love Kumar, 14 equity shares were allotted to Rahul Banerjee,
2 equity shares were allotted to Prachit Premkumar Chaudhari, 50 equity shares were allotted to Pranav Pandey, 13 equity
shares were allotted to Virat Sharma, 13 equity shares were allotted to Prabal Dasgupta, 3 equity shares were allotted to
Bharat Rajendra Bhagwania, 7 equity shares were allotted to Mukesh Ajgaonkar, 5 equity shares were allotted to Biplob
Sarkar, 25 equity shares were allotted to Rajshekar N, 30 equity shares were allotted to Bharat, 10 equity shares were allotted
to Laltu Shaw, 25 equity shares were allotted to Tahsildar Yadav, 66 equity shares were allotted to Prabhat Gidda, 6 equity
shares were allotted to Sameep Dixit, 166 equity shares were allotted to Pranay Prakash, 13 equity shares were allotted to
Chandra Pal Raghav, 165 equity shares were allotted to Bishwarup Mitra, 575 equity shares were allotted to Vikram Singh
Rawat and 94 equity shares were allotted to Arpit Pokharna, pursuant to exercise of options granted under ESOP I ~ 2012.

200 equity shares were allotted to Nikhil Vij, 550 equity shares were allotted to Navneet Daga, 8 equity shares were allotted
to Manish Panwar, 21 equity shares were allotted to Abhilash C G, 33 equity shares were allotted to Rajshekar N, 14 equity
shares were allotted to Piyush Sharma, 75 equity shares were allotted to Puneet Bagla, 75 equity shares were allotted to
Anurag Garg, 125 equity shares were allotted to Bishwarup Mitra, 125 equity shares were allotted to Vikram Singh Rawat
and 31 equity shares were allotted to Arpit Pokharna, pursuant to exercise of options granted under ESOP I ~ 2012.

13 equity shares were allotted to Abhay Raj, pursuant to exercise of options granted under ESOP I ~ 2012.

1,97 equity shares were allotted to Sandeep Kumar Barasia, 1,625 equity shares were allotted to Ajith Pai Mangalore, 1,815
equity shares were allotted to Amit Agarwal, 325 equity shares were allotted to Vikram Rawat, 2,000 equity shares were
allotted to Vikas Kapoor, 275 equity shares were allotted to Kumar Sunny Raja, 250 equity shares were allotted to Arun
Bagavathi, 500 equity shares were allotted to Kshitij Chopra, 250 equity shares were allotted to Rajaganesh Sethupathi, 200
equity shares were allotted to Navneet Daga, 266 equity shares were allotted to Gurvinder Singh and 62 equity shares were
allotted to Firoze Zia Hussain, pursuant to exercise of options granted under ESOP I - 2012.

5,000 equity shares were allotted to Ajith Pai Mangalore, 3,750 equity shares were allotted to Amit Agarwal and 1,250 equity
shares were allotted to Vikas Kapoor, pursuant to exercise of options granted under ESOP I~ 2012.

2,250 equity shares were allotted to Ajith Pai Mangalore, 500 equity shares were allotted to Amit Agarwal and 100 equity
shares were allotted to Kumar Sunny Raja, pursuant to exercise of options granted under ESOP I ~ 2012.

13,500 equity shares were allotted to Sandeep Kumar Barasia, 3,600 equity shares were allotted to Kshitij Chopra and 1,000
equity shares were allotted to Rajaganesh Sethupathi, pursuant to exercise of options granted under ESOP I ~ 2012.

250 equity shares were allotted to Vikas Kapoor, 250 equity shares were allotted to Kumar Sunny Raja and 300 equity shares
were allotted to Firoze Zia Hussain, pursuant to exercise of options granted under ESOP I — 2012.

10,000 equity shares were allotted to Sandeep Kumar Barasia, 20,000 equity shares were allotted to Ajith Pai Mangalore,
3,000 equity shares were allotted to Amit Agarwal, 25 equity shares were allotted to Vikram Rawat, 1,500 equity shares were
allotted to Vikas Kapoor, 850 equity shares were allotted to Kumar Sunny Raja, 500 equity shares were allotted to Arun
Bagavathi, 2,000 equity shares were allotted to Kshitij Chopra, 869 equity shares were allotted to Srinivasan S, 1,875 equity
shares were allotted to Rajaganesh Sethupathi, 163 equity shares were allotted to Nikhil Vij and 1,388 equity shares were
allotted to Firoze Zia Hussain, pursuant to exercise of options granted under ESOP I ~ 2012.

16,020 equity shares were allotted to Sahil Barua pursuant to conversion of 6,408 Series G Preference Shares held by Sahil
Barua, 16,020 equity shares were allotted to Sandeep Kumar Barasia pursuant to conversion of 6,408 Series G Preference
Shares held by Sandeep Kumar Barasia, 16,023 equity shares were allotted to Ajith Pai Mangalore pursuant to conversion
of 6,409 Series G Preference Shares held by Ajith Pai Mangalore, 16,020 equity shares were allotted to Kapil Bharati
pursuant to conversion of 6,408 Series G Preference Shares held by Kapil Bharati, 16,020 equity shares were allotted to
Amit Agarwal pursuant to conversion of 6,408 Series G Preference Shares held by Amit Agarwal, 2,625 equity shares were
allotted to Navneet Daga pursuant to conversion of 1,050 Series G Preference Shares held by Navneet Daga, 3,000 equity
shares were allotted to Nikhil Ummat pursuant to conversion of 1,200 Series G Preference Shares held by Nikhil Ummat,
3,750 equity shares were allotted to Kumar Sunny Raja pursuant to conversion of 1,500 Series G Preference Shares held by
Kumar Sunny Raja, 3,000 equity shares were allotted to Arun Bagavathi pursuant to conversion of 1,200 Series G Preference
Shares held by Arun Bagavathi, 3,000 equity shares were allotted to Rajaganesh Sethupathi pursuant to conversion of 1,200
Series G Preference Shares held by Rajaganesh Sethupathi, 3,750 equity shares were allotted to Vikas Kapoor pursuant to
conversion of 1,500 Series G Preference Shares held by Vikas Kapoor, 3,000 equity shares were allotted to Vikram Rawat
pursuant to conversion of 1,200 Series G Preference Shares held by Vikram Rawat, 2,625 equity shares were allotted to
Kshitij Chopra pursuant to conversion of 1,050 Series G Preference Shares held by Kshitij Chopra, 3,000 equity shares were
allotted to Nikhil Vij pursuant to conversion of 1,200 Series G Preference Shares held by Nikhil Vij, 3,000 equity shares were
allotted to Gurvinder Singh pursuant to conversion of 1,200 Series G Preference Shares held by Gurvinder Singh, 2,625
equity shares were allotted to Firoze Hussain pursuant to conversion of 1,050 Series G Preference Shares held by Firoze
Hussain and 2,625 equity shares were allotted to Srinivasan S pursuant to conversion of 1,050 Series G Preference Shares
held by Srinivasan S.

Allotment of equity shares of face value of 210 each, by way of bonus issue, to such holders of equity shares of our Company,
whose names appear in the list of beneficial owners on the record date, i.e. September 28, 2021.

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100,000 Equity Shares were allotted to Hunny Ghade, 541,700 Equity Shares were allotted to Amit Prakash Ambasta, and
34,200 Equity Shares were allotted to Atul Mathew, pursuant to exercise of options granted under ESOP I~ 2012.

75,000 Equity Shares were allotted to Vivek Gupta, and 86,100 Equity Shares were allotted to Sushant Kashyap, pursuant
to exercise of options granted under ESOP I~ 2012.

25,000 Equity Shares were allotted to Hunny Ghade, 15,000 Equity Shares were allotted to Devender Dahiya, 8,700 Equity
Shares were allotted to Akash Khattar, 30,000 Equity Shares were allotted to Atul Mathew, 10,000 Equity Shares were
allotted to Mithun Chakraborty, 7,400 Equity Shares were allotted to Sheikh Mohd. Arif, 25,000 Equity Shares were allotted
to Nikhil Ummat, 10,000 Equity Shares were allotted to Piyush Bagga, 2,200 Equity Shares were allotted to Dipti Ranjan
Sahoo, 20,000 Equity Shares were allotted to Navneet Baweja, 2,800 Equity Shares were allotted to Prabhat Gidda, 10,000
Equity Shares were allotted to Siddharth Rampal, 15,000 Equity Shares were allotted to Anand Moram, 2,200 Equity Shares
were allotted to Kaushal Kishore Agrawal, 3,800 Equity Shares were allotted to Arpit Varshney, 15,000 Equity Shares were
allotted to Suniel Gondal, 5,600 Equity Shares were allotted to Kanika Sood, 5,000 Equity Shares were allotted to Prateek
Saxena, 10,300 Equity Shares were allotted to Swati Chauhan, 25,000 Equity Shares were allotted to Don Thomas, 10,000
Equity Shares were allotted to Shubhkriti, 30,000 Equity Shares were allotted to Kabir Rustogi, 6,300 Equity Shares were
allotted to Karthik Jayanthi and 20,700 Equity Shares were allotted to Rajesh Choudhary, pursuant to exercise of options
granted under ESOP I - 2012.

4,000 Equity Shares were allotted to Akshay Pandey, 3,800 Equity Shares were allotted to Anurag Garg, 4,000 Equity Shares
were allotted to Arudra Vishen, 6,300 Equity Shares were allotted to Bishwarup Mitra, 2,400 Equity Shares were allotted to
Devender Dahiya, 3,800 Equity Shares were allotted to Puneet Bagla, 15,100 Equity Shares were allotted to Amit Prakash
Ambasta, 1,900 Equity Shares were allotted to Shyam Krishna Sahu, 4,300 Equity Shares were allotted to Akash Khattar,
6,100 Equity Shares were allotted to Vikram Singh Nandal, 9,100 Equity Shares were allotted to Vivek Gupta, 12,800 Equity
Shares were allotted to Aditya Singh, 7,500 Equity Shares were allotted to Dimpy Soni, 1,000 Equity Shares were allotted to
Manoj Pandey, 1,500 Equity Shares were allotted to Naveen Singh, 3,300 Equity Shares were allotted to Nidhi Mittal, 400
Equity Shares were allotted to Netra Pal Yadav, 7,600 Equity Shares were allotted to Mithun Chakraborty, 1,300 Equity
Shares were allotted to Harshal Gupta, 2,600 Equity Shares were allotted to Shivani Varshney, 7,800 Equity Shares were
allotted to Himanshu Shekhar, 400 Equity Shares were allotted to Kamaldeep Dhiman, 500 Equity Shares were allotted to
Sahil Anand, 400 Equity Shares were allotted to Gourav Yadav, 5,900 Equity Shares were allotted to Yash Jalta, 500 Equity
Shares were allotted to Pradeep Singh, 37,500 Equity Shares were allotted to Nikhil Ummat, 2,400 Equity Shares were
allotted to Rahul Verma, 2,500 Equity Shares were allotted to Girijesh Joshi, 1,900 Equity Shares were allotted to Sumit
Uppal, 13,100 Equity Shares were allotted to Piyush Bagga, 6,600 Equity Shares were allotted to Diwyanshu Agarwal, 500
Equity Shares were allotted to Dipti Ranjan Sahoo, 2,200 Equity Shares were allotted to Surender Kumar, 900 Equity Shares
were allotted to Shahroop Mirza, 13,100 Equity Shares were allotted to Navneet Baweja, 15,000 Equity Shares were allotted
to Prabhat Gidda, 3,800 Equity Shares were allotted to Siddharth Rampal, 3,800 Equity Shares were allotted to Rushil Soin,
1,300 Equity Shares were allotted to G Krupa Sindhu, 900 Equity Shares were allotted to Anurag Kumar, 4,700 Equity Shares
were allotted to Anand Moram, 5,100 Equity Shares were allotted to Kaushal Kishore Agrawal, 1,300 Equity Shares were
allotted to Gouray Vij, 5,200 Equity Shares were allotted to Nishant Bhatia, 1,900 Equity Shares were allotted to Pawan
Sharma, 4,800 Equity Shares were allotted to Suniel Gondal, 1,900 Equity Shares were allotted to Amit Kumar, 1,400 Equity
Shares were allotted to Prateek Saxena, 900 Equity Shares were allotted to Bharat Bhagwania, 3,800 Equity Shares were
allotted to Nitin Kumar Goyal, 2,500 Equity Shares were allotted to Ridhi Agarwal, 1,400 Equity Shares were allotted to
Manan Kanodia, 400 Equity Shares were allotted to Mangesh Mohite, 1,300 Equity Shares were allotted to Shravan Mishra,
3,800 Equity Shares were allotted to Amanullah Khan, 9,200 Equity Shares were allotted to Dilip Reddy G., 600 Equity
Shares were allotted to Rushikesh Shah, 5,000 Equity Shares were allotted to Varun Chaudhari, 3,300 Equity Shares were
allotted to Preeti Grover, 3,800 Equity Shares were allotted to Sourav Bathla, 1,300 Equity Shares were allotted to Jeewan
Singh Karki,1,300 Equity Shares were allotted to Prachit Chaudhari, 2,400 Equity Shares were allotted to Amandeep Singh,
7,200 Equity Shares were allotted to Don Thomas, 900 Equity Shares were allotted to Ashish Kumar, 600 Equity Shares were
allotted to Nitika Rani, 900 Equity Shares were allotted to Anshul Kumar, 5,200 Equity Shares were allotted to Nimal
Nithyanandam, 6,700 Equity Shares were allotted to Shubhkriti, 4,400 Equity Shares were allotted to Vishal Gupta, 3,800
Equity Shares were allotted to Harshad Joshi, 1,200 Equity Shares were allotted to Nikhil Chavan, 17,500 Equity Shares
were allotted to Kabir Rustogi, 9,400 Equity Shares were allotted to Karthik Jayanthi, 4,800 Equity Shares were allotted to
Charu Sharma, 3,800 Equity Shares were allotted to Manav Gupta, 7,500 Equity Shares were allotted to Priyanka Utkarsha,
5,000 Equity Shares were allotted to Ankit Soni, 9,400 Equity Shares were allotted to Amber Singh K., 3,700 Equity Shares
were allotted to Narendra Choudhary, 5,000 Equity Shares were allotted to Krishna Chandak, 18,800 Equity Shares were
allotted to Akash Deep Verma, 7,200 Equity Shares were allotted to Rajesh Choudhary, 7,500 Equity Shares were allotted to
Manish Saini, 7,200 Equity Shares were allotted to Jadeja Hemkumari Makansinh, 2,500 Equity Shares were allotted to
Deepak Manglani, 16,900 Equity Shares were allotted to Santanu Biswas, 500 Equity Shares were allotted to Salman Khan,
7,500 Equity Shares were allotted to Vikas Upadhyay, 1,000 Equity Shares were allotted to Anshu Aditya, 1,400 Equity
Shares were allotted to Namit Agrawal, 500 Equity Shares were allotted to Mandeep Singh Gulia, 6,800 Equity Shares were
allotted to Arpit Pokharna, 1,100 Equity Shares were allotted to Eshant Shrivas, 2,400 Equity Shares were allotted to Kartik
Modi, 2,400 Equity Shares were allotted to Aditi Gupta, 1,900 Equity Shares were allotted to Nikhil Kumar Surendra
Agarwal, 59,400 Equity Shares were allotted to Thota Nagadhar, 500 Equity Shares were allotted to Channa Krishna Murthy,
2,100 Equity Shares were allotted to Chetna Tomar, 3,600 Equity Shares were allotted to Gaurav Pandey, 1,100 Equity
Shares were allotted to Sachin Bhogal, 11,300 Equity Shares were allotted to Prashant Bansal, 1,400 Equity Shares were
allotted to Nikhil Gautam, 3,800 Equity Shares were allotted to Kushal Kedia, 1,400 Equity Shares were allotted to Appoorva
Jain, 1,300 Equity Shares were allotted to Mayank Nayyar, 1,900 Equity Shares were allotted to Gaurav Katare, 2,500 Equity
Shares were allotted to Sunil Kumar Negi, 1,300 Equity Shares were allotted to Mohit Juneja, 2,500 Equity Shares were
allotted to Yogindar Pal Singh, 1,900 Equity Shares were allotted to Satyendra Dubey, 2,500 Equity Shares were allotted to
Ashish Kulhari, 1,300 Equity Shares were allotted to Amrit Raj, 1,400 Equity Shares were allotted to Hemlata Aggarwal,
1,400 Equity Shares were allotted to Kanhaiya Lal, 5,600 Equity Shares were allotted to Shiv Brat Pandey, 800 Equity Shares
were allotted to Neelesh Maheshwari, 2,400 Equity Shares were allotted to Harsh Garg, 6,700 Equity Shares were allotted
to Supriya Uchil, 1,300 Equity Shares were allotted to Komal Agarwal, 10,100 Equity Shares were allotted to Anand Biswas,
1,300 Equity Shares were allotted to Piyush Verma, 18,800 Equity Shares were allotted to Rohan Anand, 1,900 Equity Shares
were allotted to Aadesh Vijay Thakur, 1,900 Equity Shares were allotted to Kevin Dsouza, 10,000 Equity Shares were allotted

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to Mukta Limaye, 14,000 Equity Shares were allotted to Rupesh Agarwal, 8,000 Equity Shares were allotted to Sandeep
Yadav, 11,300 Equity Shares were allotted to Vinod M. Kajrolkar, 1,900 Equity Shares were allotted to Abhishek Mohan
Kulkarni, 1,900 Equity Shares were allotted to Ronald Varghese, 36,300 Equity Shares were allotted to Suresh Kumili, 2,500
Equity Shares were allotted to Ayush Sharma, 1,100 Equity Shares were allotted to Baneet Kumar, 1,300 Equity Shares were
allotted to Mahesh Kumar, 800 Equity Shares were allotted to Navneet Kumar, 1,300 Equity Shares were allotted to Vikranth
Vinod Siddamshetty, 1,300 Equity Shares were allotted to Maddala Nagaraju, 900 Equity Shares were allotted to Sridhar
Patil, 1,300 Equity Shares were allotted to Amit Kumar, 10,400 Equity Shares were allotted to Abhishek Vanam, 600 Equity
Shares were allotted to Mudit Gulati, 2,500 Equity Shares were allotted to Aditya Pratap Singh, 4,800 Equity Shares were
allotted to Kalyankar Ajay Deepak, 3,800 Equity Shares were allotted to Kausik Tamuli, 7,500 Equity Shares were allotted
to Harish Sharma, 4,800 Equity Shares were allotted to Kunja Bihari Joshi, 23,000 Equity Shares were allotted to Omesh
M., 4,600 Equity Shares were allotted to Shikhar Gupta, 16,100 Equity Shares were allotted to Arvind Mohan, 20,700 Equity
Shares were allotted to Rajiv Dinesh, 2,500 Equity Shares were allotted to Priyank Khare, 69,000 Equity Shares were allotted
to Rohan Shanbhag, 11,300 Equity Shares were allotted to Hiralkumar Maheshchandra Vyas, 3,800 Equity Shares were
allotted to Jonnalagadda Sankara Tejaswi, 2,500 Equity Shares were allotted to Shrey Vrajesh Shah, 22,500 Equity Shares
were allotted to Anurag Dua, 7,500 Equity Shares were allotted to Suhani Singh pursuant to exercise of options granted
under ESOP I - 2012.

10,000 Equity Shares were allotted to Arudra Vishen, 2,500 Equity Shares were allotted to Bishwarup Mitra, 10,000 Equity
Shares were allotted to Devender Dahiya, 50,000 Equity Shares were allotted to Amit Prakash Ambasta, 6,600 Equity Shares
were allotted to Shyam Krishna Sahu, 12,000 Equity Shares were allotted to Dharmendra Prasad, 14,000 Equity Shares were
allotted to Pardeep Kumar, 10,000 Equity Shares were allotted to Akash Khattar, 5,500 Equity Shares were allotted to Vikram
Singh Nandal, 30,000 Equity Shares were allotted to Vivek Gupta, 16,800 Equity Shares were allotted to Aditya Singh, 23,800
Equity Shares were allotted to Dimpy Soni, 41,900 Equity Shares were allotted to Sagar Sachdeva, 9,400 Equity Shares were
allotted to Manoj Pandey, 10,500 Equity Shares were allotted to Nidhi Mittal, 4,400 Equity Shares were allotted to Netra
Pal Yadav, 14,400 Equity Shares were allotted to Mithun Chakraborty, 5,500 Equity Shares were allotted to Harshal Gupta,
4,000 Equity Shares were allotted to Akhilesh Kumar Jha, 30,000 Equity Shares were allotted to Sheikh Mohd. Arif, 23,400
Equity Shares were allotted to Himanshu Shekhar, 4,400 Equity Shares were allotted to Kamaldeep Dhiman, 7,500 Equity
Shares were allotted to Sahil Anand, 2,800 Equity Shares were allotted to Gourav Yadav, 10,000 Equity Shares were allotted
to Yash Jalta, 45,000 Equity Shares were allotted to Nikhil Ummat, 6,600 Equity Shares were allotted to Srinivas Anand R.,
6,600 Equity Shares were allotted to Rahul Verma, 3,800 Equity Shares were allotted to Girijesh Joshi, 12,100 Equity Shares
were allotted to Nitish Gautam, 23,100 Equity Shares were allotted to Sumit Uppal, 13,800 Equity Shares were allotted to
Piyush Bagga, 23,400 Equity Shares were allotted to Diwyanshu Agarwal, 8,200 Equity Shares were allotted to Dipti Ranjan
Sahoo, 6,600 Equity Shares were allotted to Sulabh Raj, 2,900 Equity Shares were allotted to Shahroop Mirza, 45,300 Equity
Shares were allotted to Navneet Baweja, 32,200 Equity Shares were allotted to Prabhat Gidda, 4,300 Equity Shares were
allotted to Rakesh Singh Chauhan, 12,000 Equity Shares were allotted to Siddharth Rampal, 10,000 Equity Shares were
allotted to Rushil Soin, 6,600 Equity Shares were allotted to G. Krupa Sindhu, 6,600 Equity Shares were allotted to Anurag
Kumar, 72,200 Equity Shares were allotted to Anand Moram, 3,800 Equity Shares were allotted to Kaushal Kishore Agrawal,
2,500 Equity Shares were allotted to Arpit Varshney, 10,000 Equity Shares were allotted to Karan Singh, 1,000 Equity Shares
were allotted to Rajat Bansal, 10,500 Equity Shares were allotted to Gourav Vij, 4,400 Equity Shares were allotted to Nishant
Bhatia, 25,000 Equity Shares were allotted to Pawan Sharma, 13,400 Equity Shares were allotted to Vipul Maheshwari,
23,400 Equity Shares were allotted to Suniel Gondal, 2,900 Equity Shares were allotted to Kanika Sood, 21,300 Equity Shares
were allotted to Amit Kumar, 12,600 Equity Shares were allotted to Rahul Mitawa, 7,000 Equity Shares were allotted to
Prateek Saxena, 15,000 Equity Shares were allotted to Ravi Shankar Burnwal, 1,000 Equity Shares were allotted to Matta
Laxmi Gangadhar, 5,800 Equity Shares were allotted to Swati Chauhan, 3,800 Equity Shares were allotted to Bharat
Bhagwania, 10,000 Equity Shares were allotted to Nitin Kumar Goyal, 16,300 Equity Shares were allotted to Ridhi Agarwal,
10,400 Equity Shares were allotted to Bhupinder Singh, 12,600 Equity Shares were allotted to Manan Kanodia, 6,100 Equity
Shares were allotted to Amanullah Khan, 37,200 Equity Shares were allotted to Varun Chaudhari, 2,000 Equity Shares were
allotted to Sunny Sehgal, 21,900 Equity Shares were allotted to Vikas Dhawan, 7,500 Equity Shares were allotted to Sourav
Bathla, 2,600 Equity Shares were allotted to Prachit Chaudhari, 7,500 Equity Shares were allotted to Amandeep Singh,
60,000 Equity Shares were allotted to Don Thomas, 6,600 Equity Shares were allotted to Ashish Kumar, 12,000 Equity Shares
were allotted to Shashi Kant, 4,400 Equity Shares were allotted to Nitika Rani, 13,700 Equity Shares were allotted to Shilpa
Gogia, 6,600 Equity Shares were allotted to Anshul Kumar, 3,800 Equity Shares were allotted to Rohan Kalia, 6,800 Equity
Shares were allotted to Kapil Kaushik, 10,000 Equity Shares were allotted to Nimal Nithyanandam, 5,600 Equity Shares
were allotted to Rishi Kad, 12,000 Equity Shares were allotted to Harshad Joshi, 2,200 Equity Shares were allotted to Nikhil
Chavan, 10,900 Equity Shares were allotted to Raghvendra Dhar Dubey, 28,700 Equity Shares were allotted to Kabir
Rustogi, 23,900 Equity Shares were allotted to Karthik Jayanthi, 5,000 Equity Shares were allotted to Vinay Kumar Singh,
9,000 Equity Shares were allotted to Priyanka Utkarsha, 7,500 Equity Shares were allotted to Amber Singh K., 7,100 Equity
Shares were allotted to Shubhrika Srivastava, 2,000 Equity Shares were allotted to Kavya Suresh Surapaneni, 7,500 Equity
Shares were allotted to Akash Deep Verma, 30,000 Equity Shares were allotted to Rajesh Choudhary, 3,700 Equity Shares
were allotted to Saurabh Singh, 8,200 Equity Shares were allotted to Umesh Chander Sharma, 17,600 Equity Shares were
allotted to Ravi Hans Jora, 6,800 Equity Shares were allotted to Rohit Sharma, 4,100 Equity Shares were allotted to P.
Dayaseela Vamsy, 31,300 Equity Shares were allotted to Santanu Biswas, 1,500 Equity Shares were allotted to Kamal Garg,
4,200 Equity Shares were allotted to Vikas Upadhyay, 5,000 Equity Shares were allotted to Vikash Singh Dahiya, 5,000
Equity Shares were allotted to Jaininder Alavadhi, 23,400 Equity Shares were allotted to Akshay Jain, 3,700 Equity Shares
were allotted to Arpit Pokharna, 12,200 Equity Shares were allotted to Sahil Jain, 20,400 Equity Shares were allotted to
Nikhil Kumar Surendra Agarwal, 220,000 Equity Shares were allotted to Thota Nagadhar, 7,900 Equity Shares were allotted
to Gaurav Yadav, 19,800 Equity Shares were allotted to Venkatesh Prabhakar Shenoy, 6,100 Equity Shares were allotted to
Sukhvir Chauhan, 10,000 Equity Shares were allotted to Anurag Dua, and 20,000 Equity Shares were allotted to Suhani
Singh, pursuant to exercise of options granted under ESOP I~ 2012.

30,000 Equity Shares were allotted to Sagar Sachdeva and 10,000 Equity Shares were allotted to Nikhil Ummat, pursuant to
exercise of options granted under ESOP I ~ 2012.

15,000 Equity Shares were allotted to Aveek Nandi, 50,000 Equity Shares were allotted to Nishant Singh, 10,100 Equity
Shares were allotted to Don Thomas, 24,100 Equity Shares were allotted to Shilpa Gogia, 13,900 Equity Shares were allotted

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to Kapil Kaushik, 30,000 Equity Shares were allotted to Kabir Rustogi and 25,000 Equity Shares were allotted to Anurag
Dua, pursuant to exercise of options granted under ESOP I~ 2012.

100,000 Equity Shares were allotted to Hrishikesh Kelkar and 67,000 Equity Shares were allotted to Deepak Sukumar,
pursuant to exercise of options granted under ESOP I~ 2012.

100,000 Equity Shares were allotted to Sanjay Rao and 12,100 Equity Shares were allotted to Jasmeet Singh Marwah,
pursuant to exercise of options granted under ESOP I~ 2012.

28,100 Equity Shares were allotted to Vikram Khurana , 20,000 Equity Shares were allotted to Rahul Kumar ,10,300 Equity
Shares were allotted to Lakshya Karnani, 13,700 Equity Shares were allotted to Harshal M. Chandak, 6,900 Equity Shares
were allotted to Satveer Singh, 4,600 Equity Shares were allotted to Srishti Agarwal and 5,700 Equity Shares were allotted
to Aakash Dia , pursuant to exercise of options granted under ESOP I ~ 2012.

72,000 Equity Shares were allotted to Hrishikesh Kelkar, 8,500 Equity Shares were allotted to Pranit Ghandiok, 6,100 Equity
Shares were allotted to Chandan Kumar, 50,000 Equity Shares were allotted to Divya Puliani, 6,500 Equity Shares were
allotted to Hemendra Pratap Singh, 8,700 Equity Shares were allotted to Lakshya Karnani, 100,000 Equity Shares were
allotted to Sanjay Rao, 15,400 Equity Shares were allotted to Kamal Kishor Gupta, 15,000 Equity Shares were allotted to
Satveer Singh, 7,500 Equity Shares were allotted to Prashant Srivastava, 7,000 Equity Shares were allotted to Bibin Thomas,
5,100 Equity Shares were allotted to Jason Paul, 10,000 Equity Shares were allotted to Utkarsh Pathak, 25,000 Equity Shares
were allotted to Harshal M Chandak, 11,900 Equity Shares were allotted to Rajshekar N, 10,000 Equity Shares were allotted
to Tanvi Jain, 5,500 Equity Shares were allotted to Nisha Gupta, 12,500 Equity Shares were allotted to Raveesh Madan,
36,200 Equity Shares were allotted to Vikram Khurana, 8,700 Equity Shares were allotted to Harmandeep Singh, 7,000
Equity Shares were allotted to Ajay Singh, 32,000 Equity Shares were allotted to Karan Agarwal, 91,200 Equity Shares were
allotted to Sabyasachi Senapati, 7,500 Equity Shares were allotted to Nitya Agarwal, 9,700 Equity Shares were allotted to
Ravi Dangi,1,700 Equity Shares were allotted to Manish Gupta, 2,500 Equity Shares were allotted to Anulal V S, 7,500
Equity Shares were allotted to Rahul Kumar, 14,700 Equity Shares were allotted to Sahil Sachdeva, 4,400 Equity Shares
were allotted to Gurumallaradhya M, 2,500 Equity Shares were allotted to Gaurav Singh Chaudhary, 4,400 Equity Shares
were allotted to Ajay Vashisht, 4,700 Equity Shares were allotted to Aman Agarwal, 2,500 Equity Shares were allotted to
Hiren Vikas Dhuri, 4,000 Equity Shares were allotted to Jalaj Saxena, 4,400 Equity Shares were allotted to Jogender Kumar,
8,800 Equity Shares were allotted to Kapil Kumar Sain, 8,800 Equity Shares were allotted to Priyam Khattar, 3,000 Equity
Shares were allotted to Shivendra Swaroop, 2,400 Equity Shares were allotted to Sunil Singh, 4,400 Equity Shares were
allotted to Sushil Kumar Singh, 1,400 Equity Shares were allotted to Shrishti Agarwal , 9,000 Equity Shares were allotted to
Sreeharsh Mali and 34,100 Equity Shares were allotted to Aakash Dia,pursuant to exercise of options granted under ESOP
1~2012.

6,600 Equity Shares were allotted to Deepak Sukumar, 15,000 Equity Shares were allotted to Sanjay Rao, 22,900 Equity
Shares were allotted to Karan Agarwal, 14,200 Equity Shares were allotted to Rajshekar N, 17,000 Equity Shares were
allotted to Kamal Kishor Gupta, 6,300 Equity Shares were allotted to Tapabrata Das Gupta, 5,000 Equity Shares were
allotted to Rahul Kumar, 2,500 Equity Shares were allotted to Kunal Sethiya, 9,600 Equity Shares were allotted to Bojja Sri
Rameswara Maruthi Vara Parasada Rao, 9,400 Equity Shares were allotted to Gurvinder Singh, 2,800 Equity Shares were
allotted to Kapil Kumar Sain, 6,200 Equity Shares were allotted to Priyam Khattar, 1,900 Equity Shares were allotted to
Deepak Kumar Yadav, 3,600 Equity Shares were allotted to Satveer Singh, 2,500 Equity Shares were allotted to Abhinav
Prakash, 2,900 Equity Shares were allotted to Dixit Kaushal, 1,100 Equity Shares were allotted to Amal Kishore, 900 Equity
Shares were allotted to Ajay Vashisht, 900 Equity Shares were allotted to Anuraag Sharma, 900 Equity Shares were allotted
to Arun Kumar Singh, 5,600 Equity Shares were allotted to Mansi Ahuja, 1,100 Equity Shares were allotted to Sapan
Chaudhary, 900 Equity Shares were allotted to Shekher Chander, 500 Equity Shares were allotted to Anchal Sehgal, 1,300
Equity Shares were allotted to Chandan Kumar, 800 Equity Shares were allotted to Dinesh Chandra Joshi, 800 Equity Shares
were allotted to Mayank Jain, 500 Equity Shares were allotted to Rajvir, 600 Equity Shares were allotted to Ravi Dangi, 500
Equity Shares were allotted to Shweta Dalal, 10,000 Equity Shares were allotted to Sunil Parnami and 100 Equity Shares
were allotted to Manan Kanodia, pursuant to exercise of options granted under ESOP I~ 2012.

20,000 Equity Shares were allotted to Abu Hakim Khan, 3,800 Equity Shares were allotted to Tyson Gurung, 2,500 Equity
Shares were allotted to Muvesh Gajendra Singh, 2,400 Equity Shares were allotted to Punit Malik and 3,100 Equity Shares
were allotted to Vivek Kumar, pursuant to execise of options granted under ESOP 1 ~ 2012.

15,100 Equity Shares were allotted to Abu Hakim Khan, 24,800 Equity Shares were allotted to Vaibhav Suri, 3,300 Equity
Shares were allotted to Jaswant Yadav, 1,200 Equity Shares were allotted to Vibha Sharma and 1,900 Equity Shares were
allotted to Asutosh Mohapatra, pursuant to execise of options granted under ESOP I~ 2012.

20,914,500 Equity Shares were allotted to FedEx Express Transportation and Supply Chain Services (India) Private Limited,
pursuant to the share subscription agreement dated July 15, 2021, and a supplemental agreement thereto dated October 26,
2021 and upon receipt of the approval dated November 23, 2021 from the Competition Commission of India for the FedEx
transaction.

55,000 Equity Shares were allotted to Nitin Gupta, 1,709,400 Equity Shares were allotted to Suraju Dutta and 8,100 Equity
Shares were allotted to Abhishek Dubey, pursuant to exercise of options granted under ESOP I ~ 2012.

25,000 Equity Shares were allotted to Priyanjali Dang, 15,000 Equity Shares were allotted to Achint Kaul, 2,800 Equity

Shares were allotted to Sameep Dixit, 2,400 Equity Shares were allotted to Dheeraj Verma and 4,400 Equity Shares were
allotted to Alok Kumar Shukla, pursuant to execise of options granted under ESOP I~ 2012.

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3,500 Equity Shares were allotted to Sunny Sehgal, 32,500 Equity Shares were allotted to Achint Kaul, 15,000 Equity Shares
were allotted to Nitin Gupta, 11,000 Equity Shares were allotted to Sumit Tokas, 10,000 Equity Shares were allotted to Rohit
Mittal, 5,600 Equity Shares were allotted to Srishti Agarwal, 6,400 Equity Shares were allotted to Pranay Suwalka, 5,600
Equity Shares were allotted to Dheeraj Verma, 6,000 Equity Shares were allotted to Shantaram Ramane, 3,800 Equity Shares
were allotted to Prabal Das Gupta, 10,000 Equity Shares were allotted to Manoj Sarvang, 6,200 Equity Shares were allotted
to Shiv Krishna Jaiswal, 3,200 Equity Shares were allotted to Parthiban N, 5,000 Equity Shares were allotted to Sweety
Singh, 10,000 Equity Shares were allotted to Jyoti Kumari, 1,000 Equity Shares were allotted to Anshul Goyal, 3,000 Equity
Shares were allotted to Kritika Kaushal, 9,500 Equity Shares were allotted to Saurabh Thakur, 23,100 Equity Shares were
allotted to Vivek Amal Raj, 950,000 Equity Shares were allotted to Suraju Dutta, 35,000 Equity Shares were allotted to
Shashank Kumar, 7,000 Equity Shares were allotted to Apoorva Singh, 4,700 Equity Shares were allotted to Bharat Asija,
6,100 Equity Shares were allotted to Jyothi Singh, 3,800 Equity Shares were allotted to Love Kumar, 4,300 Equity Shares
were allotted to Mayur Shyamrao More, 6,300 Equity Shares were allotted to Priyanjali Dang, 13,100 Equity Shares were
allotted to Rajaram Gupta, 6,600 Equity Shares were allotted to Rajesab M Dawadi, 1,600 Equity Shares were allotted to
Rajiv Yadav, 7,500 Equity Shares were allotted to Sameep Dixit, 2,500 Equity Shares were allotted to Sanjeev Pandey, 12,000
Equity Shares were allotted to Gyanendra Kumar, 7,500 Equity Shares were allotted to Alok Kumar Shukla and 8,200 Equity
Shares were allotted to Krishan Manjhi, pursuant to exercise of options granted under ESOP I~ 2012.

5,000 Equity Shares were allotted to Megha Bansal, 3,800 Equity Shares were allotted to Pragya Gupta, 3,800 Equity Shares
were allotted to Sunny Sehgal, 6,400 Equity Shares were allotted to Sahil Anand, 13,400 Equity Shares were allotted to
Marpak Kalyan, 4,600 Equity Shares were allotted to Manish Kumar Singh, 12,700 Equity Shares were allotted to Akarsh
Agarwal, 4,800 Equity Shares were allotted to Manoj Sarvang, 2,400 Equity Shares were allotted to Haneet Kapoor, 2,200
Equity Shares were allotted to Radha Na, 1,800 Equity Shares were allotted to Rakesh Kumar Singh, 3,800 Equity Shares
were allotted to Achint Kaul, 81,300 Equity Shares were allotted to Ajith Pai Mangalore, 900 Equity Shares were allotted to
Avay Kumar Nayak, 600 Equity Shares were allotted to Bharat Asija, 1,900 Equity Shares were allotted to Kirti Srivastava,
400 Equity Shares were allotted to Kishan Singh, 900 Equity Shares were allotted to Love Kumar, 1,200 Equity Shares were
allotted to Mayur Shyamrao More, 9,300 Equity Shares were allotted to Navneet Daga, 3,200 Equity Shares were allotted to
Nayyar Malik, 5,600 Equity Shares were allotted to Rajaram Gupta, 1,900 Equity Shares were allotted to Sweety Singh, 800
Equity Shares were allotted to Vinay Kumar, 500 Equity Shares were allotted to Amit Bansal, 500 Equity Shares were allotted
to Manish Surendra Gothoskar, 600 Equity Shares were allotted to Manoj Kumar, 500 Equity Shares were allotted to Manoj
Thombre, 1,300 Equity Shares were allotted to Nihar Ranjan Parida, 600 Equity Shares were allotted to Rajesab M Dawadi,
600 Equity Shares were allotted to Shantaram Ramane, 800 Equity Shares were allotted to Surya Shree Vats Tenneti, 1,300
Equity Shares were allotted to Vivek Amal Raj, 9,400 Equity Shares were allotted to Amol Mamidwar, 2,500 Equity Shares
were allotted to Ashish Ranjan, 2,500 Equity Shares were allotted to Col. Amitabh Shergill, 7,500 Equity Shares were allotted
to Himanshu Bhatia, 10,000 Equity Shares were allotted to Nikhil Vij, 600 Equity Shares were allotted to Gouray Vij and
3,600 Equity Shares were allotted to Alok Kumar Shukla, pursuant to exercise of options granted under ESOP I ~ 2012.

28,200 Equity Shares were allotted to Anshul Kochar, pursuant to exercise of options granted under ESOP I ~ 2012.

1,700 Equity Shares were allotted to Ritesh Kumar Singh and 11,300 Equity Shares were allotted to Anshul Kochar, pursuant
to exercise of options granted under ESOP I ~ 2012.

3,000 Equity Shares were allotted to Ritesh Kumar Singh, 5,000 Equity Shares were allotted to Anshul Kochar, 12,500 Equity
Shares were allotted to Nikhil Khanna, 10,000 Equity Shares were allotted to Kumar Vaibhav and 7,000 Equity Shares were
allotted to Sourabh Patodi, pursuant to exercise of options granted under ESOP I~ 2012.

10,800 Equity Shares were allotted to Rahul Kumar, 4,500 Equity Shares were allotted to Ritesh Kumar Singh, 3,800 Equity
Shares were allotted to Dilip Kumar Purohit, 1,400 Equity Shares were allotted to Kumar Vaibhav, 900 Equity Shares were
allotted to Harish Thapa, 30,000 Equity Shares were allotted to Kavya Shetty, 98,800 Equity Shares were allotted to Sandeep
Kumar Barasia, 600 Equity Shares were allotted to Abhinav Prakash, 1,300 Equity Shares were allotted to Aditya Pratap
Singh, 300 Equity Shares were allotted to Anchal Sehgal, 1,300 Equity Shares were allotted to Arpit Pokharna, 12,500 Equity
Shares were allotted to Arun Bagawathi, 1,300 Equity Shares were allotted to Ashish Kulhari, 300 Equity Shares were
allotted to Channa Krishna Murthy G, 300 Equity Shares were allotted to Deepak Kumar Yadav, 1,300 Equity Shares were
allotted to Dimpy Soni, 300 Equity Shares were allotted to Dinesh Chandra Joshi, 300 Equity Shares were allotted to Dipti
Ranjan Sahoo, 600 Equity Shares were allotted to Krupa Sindhu G, 3,800 Equity Shares were allotted to Harish Sharma,
600 Equity Shares were allotted to Jeewan Singh Karki, 4,800 Equity Shares were allotted to Kamal Kishor Gupta, 200
Equity Shares were allotted to Kamaldeep Dhiman, 600 Equity Shares were allotted to Kaushal Kishore Agrawal, 600 Equity
Shares were allotted to Komal Agarwal, 25,000 Equity Shares were allotted to Kshitij Chopra, 3,800 Equity Shares were
allotted to Kumar Sunny Raja, 600 Equity Shares were allotted to Naga Raju Maddala, 300 Equity Shares were allotted to
Mandeep Singh Gulia, 300 Equity Shares were allotted to Manoj Kumar, 500 Equity Shares were allotted to Manoj Pandey,
300 Equity Shares were allotted to Manoj Thombre Laxman, 300 Equity Shares were allotted to Mayank Jain, 600 Equity
Shares were allotted to Mayank Nayar, 600 Equity Shares were allotted to Mohit Juneja, 300 Equity Shares were allotted
to Navneet Kumar, 600 Equity Shares were allotted to Nayyar Malik, 200 Equity Shares were allotted to Netra Pal Yadav,
600 Equity Shares were allotted to Nihar Ranjan Parida, 3,800 Equity Shares were allotted to Nikhil Ummat, 900 Equity
Shares were allotted to Pawan Sharma, 600 Equity Shares were allotted to Prachit Premkumar Chaudhari, 300 Equity Shares
were allotted to Pradeep Singh, 300 Equity Shares were allotted to Rajesab Maktumsab Dawadi, 300 Equity Shares were
allotted to Rajvir, 300 Equity Shares were allotted to Rushikesh Shah, 300 Equity Shares were allotted to Salman Khan N,
600 Equity Shares were allotted to Shravan Mishra, 3,800 Equity Shares were allotted to Suhani Singh, 5,000 Equity Shares
were allotted to Suresh Kumar Kumili, 2,500 Equity Shares were allotted to Varun Chaudhari, 600 Equity Shares were
allotted to Vikranth Siddamshetty, 300 Equity Shares were allotted to Vishal Gupta, 2,700 Equity Shares were allotted to
Pranshu Malik, 2,700 Equity Shares were allotted to Manuj Rastogi, 1,400 Equity Shares were allotted to Monaz Nariman
Elavia, 2,700 Equity Shares were allotted to Aditi Zutshi, 25,000 Equity Shares were allotted to Karthik Shashidhar, 10,800
Equity Shares were allotted to Vikas Upadhyaya, 6,800 Equity Shares were allotted to Karan Agarwal, 4,100 Equity Shares
were allotted to Santanu Biswas, 6,800 Equity Shares were allotted to Karthik Jayanthi, 2,000 Equity Shares were allotted
to Amit Kumar, 1,400 Equity Shares were allotted to Diwyanshu Agrawal, 1,400 Equity Shares were allotted to Himanshu

128
76)

Shekhar, 2,700 Equity Shares were allotted to Prabhat Gidda, 2,700 Equity Shares were allotted to Priyam Khattar, 3,400
Equity Shares were allotted to Sameep Dixit, 2,700 Equity Shares were allotted to Suniel Gondal, 700 Equity Shares were
allotted to Aadesh Vijay Thakur, 5,400 Equity Shares were allotted to Abhishek Sudarshan Vanam, 2,700 Equity Shares were
allotted to Gaurav Yadav, 5,400 Equity Shares were allotted to Sagar Sachdeva, 13,500 Equity Shares were allotted to Rohan
Shanbhag and 700 Equity Shares were allotted to Amol H Mamidwar, pursuant to exercise of options granted under ESOP
1- 2012.

21,756,200 Equity Shares were allotted to Nexus Ventures III Limited pursuant to conversion of 217,562 Series B Preference
Shares held by Nexus Ventures III Limited, 4,294,600 Equity Shares were allotted to Bennett, Coleman and Company Limited
pursuant to conversion of 42,946 Series C Preference Shares held by Bennett, Coleman and Company Limited, 26,221,200
Equity Shares were allotted to Nexus Ventures III Limited pursuant to conversion of 262,212 Series C Preference Shares
held by Nexus Ventures III Limited, 3,666,000 Equity Shares were allotted to Internet Fund II Pte. Ltd. pursuant to
conversion of 36,660 Series C Preference Shares held by Internet Fund III Pte. Ltd., 995,300 Equity Shares were allotted to
Alpine Opportunity Fund V, L.P. pursuant to conversion of 9,953 Series C Preference Shares held by Alpine Opportunity
Fund V, L.P., 146,500 Equity Shares were allotted to RPS Ventures I, L.P. pursuant to conversion of 1,465 Series C
Preference Shares held by RPS Ventures I, L.P., 1,207,400 Equity Shares were allotted to Malabar Select Fund pursuant to
conversion of 12,074 Series C Preference Shares held by Malabar Select Fund, 9,419,400 Equity Shares were allotted to
‘Nexus Ventures III Limited pursuant to conversion of 94,194 Series D Preference Shares held by Nexus Ventures III Limited,
8,000,000 Equity Shares were allotted to Nexus Opportunities Fund Ltd pursuant to conversion of 80,000 Series D Preference
Shares held by Nexus Opportunities Fund Ltd., 467,000 Equity Shares were allotted to Internet Fund III Pte. Ltd. pursuant
to conversion of 4,670 Series D Preference Shares held by Internet Fund III Pte. Ltd., 16,486,200 Equity Shares were allotted
to SVF Doorbell (Cayman) Ltd. pursuant to conversion of 164,862 Series D Preference Shares held by SVF Doorbell
(Cayman) Ltd., 17,220,500 Equity Shares were allotted to Canada Pension Plan Investment Board pursuant to conversion
of 172,205 Series D Preference Shares held by Canada Pension Plan Investment Board, 878,000 Equity Shares were allotted
to AB Initio Capital, L.P. pursuant to conversion of 8,780 Series D Preference Shares held by AB Initio Capital, L.P.,
7,902,100 Equity Shares were allotted to Alpine Opportunity Fund II, L.P. pursuant to conversion of 79,021 Series D
Preference Shares held by Alpine Opportunity Fund I, L.P., 3,225,900 Equity Shares were allotted to Alpine Opportunity
Fund V, L.P. pursuant to conversion of 32,259 Series D Preference Shares held by Alpine Opportunity Fund V, L.P.,
1,756,000 Equity Shares were allotted to RPS Ventures I, L.P. pursuant to conversion of 17,560 Series D Preference Shares
held by RPS Ventures 1, L.P., 666,100 Equity Shares were allotted to Nexus Opportunities Fund Ltd. pursuant to conversion
of 6,661 Series Di Preference Shares held by Nexus Opportunities Fund Ltd., 1,434,500 Equity Shares were allotted to
Internet Fund III Pte. Ltd. pursuant to conversion of 14,345 Series D1 Preference Shares held by Internet Fund III Pte. Ltd.,
153,900 Equity Shares were allotted to Canada Pension Plan Investment Board pursuant to conversion of 1,539 Series D1
Preference Shares held by Canada Pension Plan Investment Board, 19,500 Equity Shares were allotted to AB Initio Capital,
L.P. pursuant to conversion of 195 Series D1 Preference Shares held by AB Initio Capital, L.P., 175,600 Equity Shares were
allotted to Alpine Opportunity Fund II, L.P. pursuant to conversion of 1,756 Series D1 Preference Shares held by Alpine
Opportunity Fund II, L.P., 169,000 Equity Shares were allotted to Alpine Opportunity Fund V, L.P. pursuant to conversion
of 1,690 Series Di Preference Shares held by Alpine Opportunity Fund V, L.P., 1,829,300 Equity Shares were allotted to
RPS Sidecar Fund I, L.P. pursuant to conversion of 18,293 Series D1 Preference Shares held by RPS Sidecar Fund I, L.P.,
14,281,400 Equity Shares were allotted to Internet Fund III Pte, Ltd. pursuant to conversion of 142,814 Series E Preference
Shares held by Internet Fund IIT Pte. Ltd., 30,248,700 Equity Shares were allotted to CA Swift Investments pursuant to
conversion of 302,487 Series E Preference Shares held by CA Swift Investments, 4,142,400 Equity Shares were allotted to
Deli CMF Pte. Ltd. pursuant to conversion of 41,424 Series E Preference Shares held by Deli CMF Pte. Ltd., 198,700 Equity
Shares were allotted to SVF Doorbell (Cayman) Ltd. pursuant to conversion of 1,987 Series E Preference Shares held by
SVF Doorbell (Cayman) Lid., 61,400 Equity Shares were allotted to Canada Pension Plan Investment Board pursuant to
conversion of 614 Series E Preference Shares held by Canada Pension Plan Investment Board, 3,400 Equity Shares were
allotted to AB Initio Capital, L.P. pursuant to conversion of 34 Series E Preference Shares held by AB Initio Capital, L.P.,
30,900 Equity Shares were allotted to Alpine Opportunity Fund II, L.P. pursuant to conversion of 309 Series E Preference
Shares held by Alpine Opportunity Fund Il, L.P., 6,900 Equity Shares were allotted to RPS Ventures I, L.P. pursuant to
conversion of 69 Series E Preference Shares held by RPS Ventures I, L.P., 14,444,800 Equity Shares were allotted to Alpha
Wave Ventures LP pursuant to conversion of 144,448 Series E Preference Shares held by Alpha Wave Ventures LP, 4,814,900
Equity Shares were allotted to OFI Global China Fund, LLC pursuant to conversion of 48,149 Series E Preference Shares
held by OFI Global China Fund, LLC, 3,497,600 Equity Shares were allotted to Suedasien Investmentfonds A, Ltd pursuant
to conversion of 34,976 Series E Preference Shares held by Suedasien Investmentfonds A, Ltd, 357,200 Equity Shares were
allotted to Suedasien Investmentfonds B, Ltd pursuant to conversion of 3,572 Series E Preference Shares held by Suedasien
Investmentfonds B, Ltd, 2,407,700 Equity Shares were allotted to Bay Capital Holdings Ltd. pursuant to conversion of 24,077
Series E Preference Shares held by Bay Capital Holdings Lid., 5,617,900 Equity Shares were allotted to Amansa Investments
Ltd. pursuant to conversion of 56,179 Series E Preference Shares held by Amansa Investments Ltd., 15,883,100 Equity Shares
were allotted to CA Swift Investments pursuant to conversion of 158,831 Series F Preference Shares held by CA Swift
Investments, 2,736,600 Equity Shares were allotted to Deli CMF Pte. Ltd. pursuant to conversion of 27,366 Series F
Preference Shares held by Deli CMF Pte. Ltd., 123,533,100 Equity Shares were allotted to SVF Doorbell (Cayman) Ltd.
pursuant to conversion of 1,235,331 Series F Preference Shares held by SVF Doorbell (Cayman) Ltd., 3,281,100 Equity
Shares were allotted to Suedasien Investmentfonds A, Ltd. pursuant to conversion of 32,811 Series F Preference Shares held
by Suedasien Investmentfonds A, Ltd., 335,500 Equity Shares were allotted to Suedasien Investmentfonds B, Ltd. pursuant to
conversion of 3,355 Series F Preference Shares held by Suedasien Investmentfonds B, Ltd., 2,469,600 Equity Shares were
allotted to Fidelity Securities Fund - Fidelity Blue Chip Growth Fund pursuant to conversion of 24,696 Series H Preference
Shares held by Fidelity Securities Fund - Fidelity Blue Chip Growth Fund, 95,500 Equity Shares were allotted to Fidelity
Group Trust for Employee Benefit Plans: Fidelity Blue Chip Growth Commingled Pool pursuant to conversion of 955 Series
H Preference Shares held by Fidelity Group Trust for Employee Benefit Plans: Fidelity Blue Chip Growth Commingled Pool,
5,594,700 Equity Shares were allotted to Fidelity Contrafund: Fidelity Contrafund pursuant to conversion of 55,947 Series
H Preference Shares held by Fidelity Contrafund: Fidelity Contrafund,, 1,718,000 Equity Shares were allotted to Fidelity
Group Trust for Employee Benefit Plans: Fidelity Contrafund Commingled Pool pursuant to conversion of 17,180 Series H
Preference Shares held by Fidelity Group Trust for Employee Benefit Plans: Fidelity Contrafund Commingled Pool,
1,039,700 Equity Shares were allotted to Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund pursuant to
conversion of 10,397 Series H Preference Shares held by Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities

 

129
7

(78)

Fund, 1,057,200 Equity Shares were allotted to Fidelity Contrafund: Fidelity Advisor New Insights Fund pursuant to
conversion of 10,572 Series H Preference Shares held by Fidelity Contrafund: Fidelity Advisor New Insights Fund, 646,600
Equity Shares were allotted to Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund pursuant to
conversion of 6,466 Series H Preference Shares held by Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company
Fund, 326,200 Equity Shares were allotted to Fidelity Contrafund: Fidelity Series Opportunistic Insights Fund pursuant to
conversion of 3,262 Series H Preference Shares held by Fidelity Contrafund: Fidelity Series Opportunistic Insights Fund,
3,043,100 Equity Shares were allotted to Fidelity Group Trust for Employee Benefit Plans: Fidelity Growth Company
‘Commingled Pool pursuant to conversion of 30,431 Series H Preference Shares held by Fidelity Group Trust for Employee
Benefit Plans: Fidelity Growth Company Commingled Pool, 71,400 Equity Shares were allotted to Fidelity Group Trust for
Employee Benefit Plans: Fidelity International Discovery Commingled Pool pursuant to conversion of 714 Series H
Preference Shares held by Fidelity Group Trust for Employee Benefit Plans: Fidelity International Discovery Commingled
Pool, 579,000 Equity Shares were allotted to Fidelity Select Portfolios - Technology Portfolio pursuant to conversion of
5,790 Series H Preference Shares held by Fidelity Select Portfolios - Technology Portfolio, 546,000 Equity Shares were
allotted to Variable Insurance Products Fund I: Contrafund Portfolio pursuant to conversion of 5,460 Series H Preference
Shares held by Variable Insurance Products Fund II: Contrafund Portfolio, 2,969,100 Equity Shares were allotted to Fidelity
Mt. Vernon Street Trust: Fidelity Growth Company Fund pursuant to conversion of 29,691 Series H Preference Shares held
by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund, 486,000 Equity Shares were allotted to Fidelity Mt.
Vernon Street Trust Fidelity Growth Company K6 Fund pursuant to conversion of 4,860 Series H Preference Shares held by
Fidelity Mt. Vernon Street Trust Fidelity Growth Company K6 Fund, 203,700 Equity Shares were allotted to Fidelity
Investment Trust - Fidelity Worldwide Fund pursuant to conversion of 2,037 Series H Preference Shares held by Fidelity
Investment Trust - Fidelity Worldwide Fund, 151,900 Equity Shares were allotted to Variable Insurance Products Fund III:
Growth Opportunities Portfolio pursuant to conversion of 1,519 Series H Preference Shares held by Variable Insurance
Products Fund III: Growth Opportunities Portfolio, 5,700 Equity Shares were allotted to Fidelity Securities Fund: Fidelity
Flex Large Cap Growth Fund pursuant to conversion of 57 Series H Preference Shares held by Fidelity Securities Fund:
Fidelity Flex Large Cap Growth Fund, 271,900 Equity Shares were allotted to Fidelity Securities Fund: Fidelity Blue Chip
Growth K6 Fund pursuant to conversion of 2,719 Series H Preference Shares held by Fidelity Securities Fund: Fidelity Blue
Chip Growth K6 Fund, 924,200 Equity Shares were allotted to Fidelity Contrafund: Fidelity Contrafund K6 pursuant to
conversion of 9,242 Series H Preference Shares held by Fidelity Contrafund: Fidelity Contrafund K6, 22,100 Equity Shares
were allotted to Fidelity Puritan Trust: Fidelity Balanced K6 Fund pursuant to conversion of 221 Series H Preference Shares
held by Fidelity Puritan Trust: Fidelity Balanced K6 Fund, 1,518,900 Equity Shares were allotted to Fidelity Puritan Trust:
Fidelity Balanced Fund pursuant to conversion of 15,189 Series H Preference Shares held by Fidelity Puritan Trust: Fidelity
Balanced Fund, 1,100 Equity Shares were allotted to Fidelity Contrafund: Fidelity Flex Opportunistic Insights Fund pursuant
to conversion of 11 Series H Preference Shares held by Fidelity Contrafund: Fidelity Flex Opportunistic Insights Fund,
1,020,800 Equity Shares were allotted to Fidelity Investment Trust: Fidelity International Discovery Fund pursuant to
conversion of 10,208 Series H Preference Shares held by Fidelity Investment Trust: Fidelity International Discovery Fund,
17,300 Equity Shares were allotted to Fidelity Investment Trust: Fidelity International Discovery K6 Fund pursuant to
conversion of 173 Series H Preference Shares held by Fidelity Investment Trust: Fidelity International Discovery K6 Fund,
35,800 Equity Shares were allotted to Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund pursuant
to conversion of 358 Series H Preference Shares held by Fidelity Advisor Series I: Fidelity Advisor Series Growth
Opportunities Fund, 301,400 Equity Shares were allotted to Fidelity Insights Investment Trust pursuant to conversion of
3,014 Series H Preference Shares held by Fidelity Insights Investment Trust, 294,700 Equity Shares were allotted to Fidelity
Securities Fund: Fidelity Series Blue Chip Growth Fund pursuant to conversion of 2,947 Series H Preference Shares held by
Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund, 195,200 Equity Shares were allotted to FIAM Group Trust
for Employee Benefit Plans: FIAM Target Date Blue Chip Growth Commingled Pool pursuant to conversion of 1,952 Series
H Preference Shares held by FIAM Group Trust for Employee Benefit Plans: FIAM Target Date Blue Chip Growth
Commingled Pool, 15,364,000 Equity Shares were allotted to Gamnat Pte. Ltd. pursuant to conversion of 153,640 Series H
Preference Shares held by Gamnat Pte. Ltd., 610,000 Equity Shares were allotted to Chimera Global Fund I LP pursuant to
conversion of 6,100 Series H Preference Shares held by Chimera Global Fund I LP, 9,632,700 Equity Shares were allotted
to Chimetech Holding Ltd. pursuant to conversion of 96,327 Series H Preference Shares held by Chimetech Holding Ltd.,
5,121,400 Equity Shares were allotted to Pacific Horizon Investment Trust ple. pursuant to conversion of 51,214 Series H
Preference Shares held by Pacific Horizon Investment Trust plc., 13,332,800 Equity Shares were allotted to Suedasien
Investmentfonds A, Ltd pursuant to conversion of 133,328 Series I Preference Shares held by Suedasien Investmentfonds A,
Ltd and 1,363,300 Equity Shares were allotted to Suedasien Investmentfonds B, Ltd pursuant to conversion of 13,633 Series
I Preference Shares held by Suedasien Investmentfonds B, Ltd.

3,100 Equity Shares were allotted to Vikas Dhawan, 100 Equity Shares were allotted to Shiv Krishna Jaiswal, 2,500 Equity
Shares were allotted to Tahsildar Yadav, 5,000 Equity Shares were allotted to Aashish Kumar, 8,500 Equity Shares were
allotted to Kamal Garg, 375 Equity Shares were allotted to Akhilesh Kumar Jha, 25 Equity Shares were allotted to Amanullah
Mohamed Khan, 25 Equity Shares were allotted to Arpit Pokharna, 100 Equity Shares were allotted to Bhupinder Singh, 375
Equity Shares were allotted to Jalaj Saxena, 6,563 Equity Shares were allotted to Paras Sharma, 8,750 Equity Shares were
allotted to Parv Gupta, 25 Equity Shares were allotted to Raja Ram, 25 Equity Shares were allotted to Sameep Dixit, 5,450
Equity Shares were allotted to Taide Siddharath Dinesh, 4,063 Equity Shares were allotted to Tushar Pramod Bhogle, 16
Equity Shares were allotted to Gaurav Yadav, 10,000 Equity Shares were allotted to Sambhav Jain, 1,200 Equity Shares
were allotted to Sudhanshu Shekhar, 1,000 Equity Shares were allotted to Rajat Bansal, 2,000 Equity Shares were allotted
to Boopalan P, 1,815 Equity Shares were allotted to Prakash Choudhary, 463 Equity Shares were allotted to Sukhvir, 6,563
Equity Shares were allotted to Sharveen, 25 Equity Shares were allotted to Sumit Uppal, 2,800 Equity Shares were allotted
to Ananda Rao Moram and 13 Equity Shares were allotted to Navneet Baweja, pursuant to exercise of options granted under
ESOP I~ 2012.

3,700 Equity Shares were allotted to Rohan Anand, 1,250 Equity Shares were allotted to Ajay Deepak Kalyankar, 6,250
Equity Shares were allotted to Omesh M, 1,250 Equity Shares were allotted to Kunja Bihari Joshi, 5,625 Equity Shares were
allotted to Rajiv Dinesh, 2,500 Equity Shares were allotted to Abhishek Vanam, 1,815 Equity Shares were allotted to
Tahsildar Yadav, 25 Equity Shares were allotted to Dilip Kumar Purohit, 615 Equity Shares were allotted to Surender Kumar,
1,040 Equity Shares were allotted to Siddharth Rampal, 625 Equity Shares were allotted to Devender Singh Dahiya, 1,250
Equity Shares were allotted to Suniel Gondal, 625 Equity Shares were allotted to Amandeep Singh, 415 Equity Shares were

130
allotted to Abhinav Prakash, 313 Equity Shares were allotted to Vibha Sharma, 1,250 Equity Shares were allotted to Charu
Sharma, 1,875 Equity Shares were allotted to Rajesh Choudhary, 938 Equity Shares were allotted to Arpit Pokharna, 625
Equity Shares were allotted to Aditi Gupta, 938 Equity Shares were allotted to Gaurav Pandey, 415 Equity Shares were
allotted to Apoorva Jain, 625 Equity Shares were allotted to Harsh Garg, 1,850 Equity Shares were allotted to Supriya
Subhashchandra Uchil, 2,605 Equity Shares were allotted to Anand Biswas, 600 Equity Shares were allotted to Aadesh Vijay
Thakur, 600 Equity Shares were allotted to Abhishek Mohan Kulkarni, 350 Equity Shares were allotted to Ajay Vashisht,
1,200 Equity Shares were allotted to Amanullah Khan, 350 Equity Shares were allotted to Anurag Kumar, 350 Equity Shares
were allotted to Avay Kumar Nayak, 350 Equity Shares were allotted to Bharat Rajendra Bhagwania, 1,000 Equity Shares
were allotted to Sadanandam Bonala, 663 Equity Shares were allotted to Chetna Tomar, 950 Equity Shares were allotted to
Diwyanshu Agarwal, 400 Equity Shares were allotted to Eshant Shrivas, 950 Equity Shares were allotted to Himanshu
Shekhar, 8,700 Equity Shares were allotted to Kaushik Tamuli, 600 Equity Shares were allotted to Kevin Dsouza, 600 Equity
Shares were allotted to Kirti Srivastava, 1,200 Equity Shares were allotted to Manav Gupta, 150 Equity Shares were allotted
to Mudit Gulati, 600 Equity Shares were allotted to Nayar Malik, 1,615 Equity Shares were allotted to Nimal N, 150 Equity
Shares were allotted to Nitika Rani, 1,250 Equity Shares were allotted to Paras Sharma, 975 Equity Shares were allotted to
Preeti Grover, 2,500 Equity Shares were allotted to Priyanka Utkarsha, 600 Equity Shares were allotted to Rahul Kumar,
1,900 Equity Shares were allotted to Raja Ram, 1,250 Equity Shares were allotted to Rajesh Kumar, 600 Equity Shares were
allotted to Sahil Anand, 400 Equity Shares were allotted to Sapan Chaudhary, 600 Equity Shares were allotted to Satyendra
Dubey, 350 Equity Shares were allotted to Shahroop Mirza, 1,900 Equity Shares were allotted to Shiv Brat Pandey, 600
Equity Shares were allotted to Shyam Krishna Sahu, 1,200 Equity Shares were allotted to Vinod M Kajrolkar, 1,250 Equity
Shares were allotted to Vishal Dilip Kadam, 250 Equity Shares were allotted to Amit Bansal, 1,125 Equity Shares were
allotted to Banagani Tejesh Sricharan, 25 Equity Shares were allotted to Dinesh Chandra Joshi, 3,175 Equity Shares were
allotted to Firoze Zia Hussain, 575 Equity Shares were allotted to Mahesh Kumar, 38 Equity Shares were allotted to Manoj
Kumar, 25 Equity Shares were allotted to Navneet Kumar, 1,875 Equity Shares were allotted to Parv Gupta, 1,250 Equity
Shares were allotted to Priyank Khare, 38 Equity Shares were allotted to Rajesab Maktumsab Dawadi, 38 Equity Shares
were allotted to Vishal Gupta, 3,725 Equity Shares were allotted to Amol H Mamidwar, 1,250 Equity Shares were allotted to
Ashish Ranjan, 3,750 Equity Shares were allotted to Himanshu Bhatia, 5,000 Equity Shares were allotted to Sunil Parnami,
4,100 Equity Shares were allotted to Piyush Sarawgi, 700 Equity Shares were allotted to Aashish Kumar, 700 Equity Shares
were allotted to Pardeep Kumar, 3,500 Equity Shares were allotted to Arshdeep Kaur, 3,800 Equity Shares were allotted to
Ayush Dwivedi, 1,300 Equity Shares were allotted to Denis Antony Raj, 3,000 Equity Shares were allotted to Diksha Deora,
2,500 Equity Shares were allotted to Kiran Kumar Narasimhan, 12,500 Equity Shares were allotted to Mohammed Ali, 2,500
Equity Shares were allotted to Praveen Kumar Ramgarhia, 2,500 Equity Shares were allotted to Sarthak Khuntia, 5,000
Equity Shares were allotted to Shashank Goyal, 2,500 Equity Shares were allotted to Shashwat S Narhatiyar, 2,500 Equity
Shares were allotted to Vinayana Talwar, 12,500 Equity Shares were allotted to Vivek Subramanian, 6,900 Equity Shares
were allotted to Rahul Singhani, 1,000 Equity Shares were allotted to Mehr Soni, 700 Equity Shares were allotted to Samir
Kumar Roy, 2,200 Equity Shares were allotted to Satveer Singh, 450 Equity Shares were allotted to Shristy Kumari, 100
Equity Shares were allotted to Kishan Singh, 625 Equity Shares were allotted to Rahul Verma, 1,250 Equity Shares were
allotted to Sharveen, 600 Equity Shares were allotted to Sumit Uppal, 925 Equity Shares were allotted to Ananda Rao Moram,
415 Equity Shares were allotted to Namit Agrawal, 100 Equity Shares were allotted to Mangesh Mohite, 315 Equity Shares
were allotted to Manan Kanodia, 625 Equity Shares were allotted to Haneet Kapoor, 350 Equity Shares were allotted to
Shridhar Patil, 415 Equity Shares were allotted to Nishant Bhatia, 1,400 Equity Shares were allotted to Bhavya Umesh Singh,
2,525 Equity Shares were allotted to Navneet Baweja, 10,000 Equity Shares were allotted to Ishaque Sharif, 350 Equity
Shares were allotted to Arun Kumar Singh, 350 Equity Shares were allotted to Ashish Kumar and 350 Equity Shares were
allotted to Anuraag Sharma, pursuant to exercise of options granted under ESOP I ~ 2012.

The following are certain details with respect to Series H Preference Shares and Series I Preference Shares:

 

Number of Equity __ Face Value per Equity Share

Preference Number of Shares allotted ee
Shares Preference Shares _ post-split and post- Pre-split Post-split ‘siti
acquisition ®)
bonus

Series H 563,349 56,334,990 10 1 356.55
Preference Shares
Series I Preference 146,961 14,696,100 10 1 380.00
Shares

 

(b) History of preference share capital of our Company

The following table sets forth the history of the preference share capital of our Company:

 

 

Date of Reason / Nature of No.of Facevalueper Issue price Nature of
allotment allotment preference _ preference per consideration
shares share preference
®@ share
®

Series A Preference Shares of face value 10 each

April 30, 2012 Further allotment‘) 132,779 10 225.94 Cash
November 1, Further allotment 158,888 10 225.94 Cash
2012

August 8, 2020 291,667 Series A Preference Shares were converted into 291,667 equity shares of face value
of 210 each at a conversion ratio of one equity share for every preference share ®)
Series B Preference Shares of face value 2100 each

131
 

Date of Reason / Nature of No. of Face value per _Issue price Nature of

allotment allotment preference _ preference per consideration
shares share preference
®@ share
®
September 26, Further allotment® 448,719 100 780 Cash
2013

August 8, 2020 231,157 Series B Preference Shares were converted into 231,157 equity shares of face value
of 210 each at a conversion ratio of one equity share for every preference share ©)

January 13, 217,562 Series B Preference Shares were converted into 21,756,200 Equity Shares of face
2022 value of 21 each at a conversion ratio of 100 Equity Shares for every preference share
Series C Preference Shares of face value 7100 each

September 9, Rights issue 478,434 100 2,264.20 Cash
2014

August 8, 2020 113,124 Series C Preference Shares were converted into 113,124 equity shares of face value
of 10 each at a conversion ratio of one equity share for every preference share ®)

 

January 13, 365,310 Series C Preference Shares were converted into 36,531,000 Equity Shares of face
2022 value of 21 each at a conversion ratio of 100 Equity Shares for every preference share®
Series D Preference Shares of face value %100 each

May 8, 2015, Rights issue 653,551 100 7,850 Cash
January 13, 653,551 Series D Preference Shares were converted into 65,355,100 Equity Shares of face
2022 value of 1 each at a conversion ratio of 100 Equity Shares for every preference share")
Series D1 Preference Shares of face value 7100 each

October 17, Rights issue) 48,531 100 10,059 Cash
2016

August 8, 2020 4,052 Series D1 Preference Shares were converted into 4,052 equity shares of face value of
210 each!)

January 13, 44,479 Series D1 Preference Shares were converted into 4,447,900 Equity Shares of face value
2022 of @1 each at a conversion ratio of 100 Equity Shares for every preference share‘)
Series E Preference Shares of face value 2100 each
March 22, 2017 _ Rights issue‘!®) 640,911 100 10,847 Cash
May 19, 2017 Rights issue") 160,228 100 10,847 Cash
January 13, 801,139 Series E Preference Shares were converted into 80,113,900 Equity Shares of face
2022 value of 21 each at a conversion ratio of 100 Equity Shares for every preference share”)
Series F Preference Shares of face value 100 each
March 7,2019 Preferential allotment 158,831 100 19,970.52 Cash
(as)
Preferential allotment 1,235,331 100 19,824.57 Cash
(9)
March 29, 2019 Preferential 63,532 100 19,503.87 Cash
allotment?)
January 13, 1,457,694 Series F Preference Shares were converted into 145,769,400 Equity Shares of face
2022 value of 21 each at a conversion ratio of 100 Equity Shares for every preference share 2)
Series G Preference Shares of face value 7100 each
February 3, Preferential 46,441" 100 22,615 Cash
2021 allotment?)
September 24, 46,441 Series G Preference Shares were converted into 116,103 equity shares of face value of
2021 10 each at a conversion ratio of 1:2.5°9)
Series H Preference Shares of face value 2100 each
May 31, 2021 Preferential 563,349 100 35,655, Cash
allotment)
January 13, 563,349 Series H Preference Shares were converted into 56,334,900 Equity Shares of face
2022 value of 21 each at a conversion ratio of 100 Equity Shares for every preference share 25)
Series I Preference Shares of face value of 7100 each
September 2, Preferential 146,961 100 38,000 Cash
2021 allotment?)
January 13, 146,961 Series I Preference Shares were converted into 14,696,100 Equity Shares of face value
2022 of 21 each at a conversion ratio of 100 Equity Shares for every preference share 2”)

 

* These preference shares were partly paid at the time of allotment and were subsequently made fully paid-up.
(1) Allotment of 132,779 Series A Preference Shares to Times Internet Limited.

(2) Allotment of 158,888 Series A Preference Shares to Times Internet Limited.

132
@)

(4)

©)

”

(8)

(9)

(10)

ay

(2)

(13)

(4)

(15)

(16)
(7)

291,667 Series A Preference Shares held by Times Internet Limited were converted into 291,667 equity shares of face value
of 210 each

Allotment of 78,526 Series B Preference Shares to Times Internet Limited and 370,193 Series B Preference Shares to Nexus
Ventures III Limited.

78,526 Series B Preference Shares held by Times Internet Limited were converted into 78,526 equity shares of face value of
210 each and 152,631 Series B Preference Shares held by Canada Pension Plan Investment Board were converted into
152,631 equity shares of face value of 210 each

217,562 Series B Preference Shares held by Nexus Ventures III Limited were converted into 21,756,200 Equity Shares of face
value of 21 each.

Allotment of 149,973 Series C Preference Shares to Multiples Private Equity Fund, 262,212 Series C Preference Shares to
Nexus Ventures III, Ltd. and 66,249 Series C Preference Shares to Times Internet Limited.

1,276 Series C Preference Shares held by Times Internet Limited were converted into 1,276 equity shares of face value of
210 each, 48,773 Series C Preference Shares held by Multiples Private Equity Fund were converted into 48,773 equity shares
offace value of 210 each, 13,753 Series C Preference Shares held by SVF Doorbell (Cayman) Ltd were converted into 13,753
equity shares of face value of 210 each, 18,522 Series C Preference Shares held by Canada Pension Plan Investment Board
were converted into 18,522 equity shares of face value of 210 each, 3,081 Series C Preference Shares held by AB Initio
Capital, L.P. were converted into 3,081 equity shares of face value of 210 each and 27,719 Series C Preference Shares held
by Alpine Opportunity Fund Il, L.P. were converted into 27,719 equity shares of face value of 210 each.

 

 

42,946 Series C Preference Shares held by Bennett, Coleman and Company Limited were converted into 4,294,600 Equity
Shares of face value of 21 each, 262,212 Series C Preference Shares held by Nexus Ventures III Limited were converted into
26,221,200 Equity Shares of face value of 21 each, 36,660 Series C Preference Shares held by Internet Fund III Pte. Ltd.
were converted into 3,666,000 Equity Shares of face value of 21 each, 9,953 Series C Preference Shares held by Alpine
Opportunity Fund V, L.P. were converted into 995,300 Equity Shares of face value of 21 each, 1,465 Series C Preference
Shares held by RPS Ventures I, L.P. were converted into 146,500 Equity Shares of face value of 21 each and 12,074 Series
C Preference Shares held by Malabar Select Fund were converted into 1,207,400 Equity Shares of face value of 1 each.

Allotment of 14,615 Series D Preference Shares to Multiples Private Equity Fund, 43,450 Series D Preference Shares to
Multiples Private Equity Fund I Limited, 94,194 Series D Preference Shares to Nexus Ventures III, Ltd., 80,000 Series D
Preference Shares to Nexus Opportunity Fund Ltd, 32,259 Series D Preference Shares to Times Internet Limited and 389,033
Series D Preference Shares to Internet Fund III Pte. Ltd.

94,194 Series D Preference Shares held by Nexus Ventures III Limited were converted into 9,419,400 Equity Shares of face
value of 21 each, 80,000 Series D Preference Shares held by Nexus Opportunities Fund Ltd. were converted into 8,000,000
Equity Shares of face value of 21 each, 4,670 Series D Preference Shares held by Internet Fund III Pte. Ltd. were converted
into 467,000 Equity Shares of face value of 21 each, 164,862 Series D Preference Shares held by SVF Doorbell (Cayman)
Ltd. were converted into 16,486,200 Equity Shares of face value of 21 each, 172,205 Series D Preference Shares held by
Canada Pension Plan Investment Board were converted into 17,220,500 Equity Shares of face value of @1 each, 8,780 Series
D Preference Shares held by AB Initio Capital, L.P. were converted into 878,000 Equity Shares of face value of 21 each,
79,021 Series D Preference Shares held by Alpine Opportunity Fund II, L.P. were converted into 7,902,100 Equity Shares of

 

face value of 21 each, 32,259 Series D Preference Shares held by Alpine Opportunity Fund V, L.P. were converted into

3,225,900 Equity Shares of face value of 21 each and 17,560 Series D Preference Shares held by RPS Ventures I, L.P. were
converted into 1,756,000 Equity Shares of face value of @1 each.

Allotment of 1,898 Series Di Preference Shares to Multiples Private Equity Fund, 5,644 Series D1 Preference Shares to
Multiples Private Equity Fund I Limited, 6,661 Series D1 Preference Shares to Nexus Opportunity Fund Ltd, 19,983 Series
D1 Preference Shares to Times Internet Limited and 14,345 Series D Preference Shares to Internet Fund III Pte. Ltd.

1,020 Series D1 Preference Shares held by Multiples Private Equity Fund were converted into 1,020 equity shares of face
value of 210 each and 3,032 Series D1 Preference Shares held by Multiples Private Equity Fund 1 Limited were converted
into 3,032 equity shares of face value of 210 each.

6,661 Series D1 Preference Shares held by Nexus Opportunities Fund Ltd. were converted into 666,100 Equity Shares of face
value of 21 each, 14,345 Series D1 Preference Shares held by Internet Fund III Pte. Ltd. were converted into 1,434,500
Equity Shares of face value of 21 each, 1,539 Series D1 Preference Shares held by Canada Pension Plan Investment Board
were converted into 153,900 Equity Shares of face value of 21 each, 195 Series D1 Preference Shares held by AB Initio
Capital, L.P. were converted into 19,500 Equity Shares of face value of 21 each, 1,756 Series D1 Preference Shares held by
Alpine Opportunity Fund II, L.P. were converted into 175,600 Equity Shares of face value of 21 each, 1,690 Series D1
Preference Shares held by Alpine Opportunity Fund V, L.P. were converted into 169,000 Equity Shares of face value of @1
each and 18,293 Series D1 Preference Shares held by RPS Sidecar Fund I, L.P. were converted into 1,829,300 Equity Shares
of face value of 21 each.

Allotment of 145,827 Series E Preference Shares to Internet Fund III Pte. Ltd, and 495,084 Series E Preference Shares to
CA Swift Investments.

Allotment of 160,228 Series E Preference Shares to Deli CMF Pte. Ltd.

142,814 Series E Preference Shares held by Internet Fund III Pte. Ltd. were converted into 14,281,400 Equity Shares of face
value of 21 each, 302,487 Series E Preference Shares held by CA Swift Investments were converted into 30,248,700 Equity

133
(18)
(9)
(20)

@))

(22)

(23)

(24)

Shares of face value of 21 each, 41,424 Series E Preference Shares held by Deli CMF Pte. Ltd. were converted into 4,142,400
Equity Shares of face value of 1 each, 1,987 Series E Preference Shares held by SVF Doorbell (Cayman) Lid. were converted
into 198,700 Equity Shares of face value of 21 each, 614 Series E Preference Shares held by Canada Pension Plan Investment
Board were converted into 61,400 Equity Shares of face value of @1 each, 34 Series E Preference Shares held by AB Initio
Capital, L.P. were converted into 3,400 Equity Shares of face value of 21 each, 309 Series E Preference Shares held by Alpine
Opportunity Fund II, L.P. were converted into 30,900 Equity Shares of face value of 21 each, 69 Series E Preference Shares
held by RPS Ventures I, L.P. were converted into 6,900 Equity Shares of face value of 21 each, 144,448 Series E Preference
Shares held by Alpha Wave Ventures LP were converted into 14,444,800 Equity Shares of face value of 21 each, 48,149
Series E Preference Shares held by OFI Global China Fund, LLC were converted into 4,814,900 Equity Shares of face value
of 21 each, 34,976 Series E Preference Shares held by Suedasien Investmentfonds A, Ltd were converted into 3,497,600
Equity Shares of face value of 21 each, 3,572 Series E Preference Shares held by Suedasien Investmentfonds B, Ltd were
converted into 357,200 Equity Shares of face value of 21 each, 24,077 Series E Preference Shares held by Bay Capital
Holdings Ltd. were converted into 2,407,700 Equity Shares of face value of 21 each and 56,179 Series E Preference Shares
held by Amansa Investments Ltd. were converted into 5,617,900 Equity Shares of face value of @1 each.

 

Allotment of 158,831 Series F Preference Shares to CA Swift Investments.
Allotment of 1,235,331 Series F Preference Shares to SVF Doorbell (Cayman) Ltd
Allotment of 63,532 Series F Preference Shares to Deli CMF Pte. Ltd.

158,831 Series F Preference Shares held by CA Swift Investments were converted into 15,883,100 Equity Shares of face value
of 21 each, 27,366 Series F Preference Shares held by Deli CMF Pte. Ltd. were converted into 2,736,600 Equity Shares of

face value of 21 each, 1,235,331 Series F Preference Shares held by SVF Doorbell (Cayman) Ltd. were converted into

 

123,533,100 Equity Shares of face value of 1 each, 32,811 Series F Preference Shares held by Suedasien Investmentfonds
A, Ltd were converted into 3,281,100 Equity Shares of face value of 21 each and 3,355 Series F Preference Shares held by
Suedasien Investmentfonds B, Ltd were converted into 335,500 Equity Shares of face value of 21 each

 

Allotment of 6,408 Series G Preference Shares to Sahil Barua, 6,408 Series G Preference Shares to Sandeep Kumar Barasia,
6,409 Series G Preference Shares to Ajith Pai Mangalore, 6,408 Series G Preference Shares to Kapil Bharati, 6,408 Series
G Preference Shares to Amit Agarwal, 1,050 Series G Preference Shares to Navneet Daga, 1,200 Series G Preference Shares
to Nikhil Ummat, 1,500 Series G Preference Shares to Kumar Sunny Raja, 1,200 Series G Preference Shares to Arun
Bagavathi, 1,200 Series G Preference Shares to Rajaganesh Sethupathi, 1,500 Series G Preference Shares to Vikas Kapoor,
1,200 Series G Preference Shares to Vikram Rawat, 1,050 Series G Preference Shares to Kshitij Chopra, 1,200 Series G
Preference Shares to Nikhil Vij, 1,200 Series G Preference Shares to Gurvinder Singh, 1,050 Series G Preference Shares to
Firoze Hussain and 1,050 Series G Preference Shares to Srinivasan S.

  

6,408 Series G Preference Shares held by Sahil Barua were converted into 16,020 equity shares of face value of 210 each,
6,408 Series G Preference Shares held by Sandeep Kumar Barasia were converted into 16,020 equity shares of face value of
210 each, 6,409 Series G Preference Shares held by Ajith Pai Mangalore were converted into 16,023 equity shares of face
value of 210 each, 6,408 Series G Preference Shares held by Kapil Bharati were converted into 16,020 equity shares of face
value of 210 each, 6,408 Series G Preference Shares held by Amit Agarwal were converted into 16,020 equity shares of face
value of 210 each, 1,050 Series G Preference Shares held by Navneet Daga were converted into 2,625 equity shares of face
value of 210 each, 1,200 Series G Preference Shares held by Nikhil Ummat were converted into 3,000 equity shares of face
value of 210 each, 1,500 Series G Preference Shares held by Kumar Sunny Raja were converted into 3,750 equity shares of

face value of 210 each, 1,200 Series G Preference Shares held by Arun Bagavathi were converted into 3,000 equity shares of
‘face value of 210 each, 1,200 Series G Preference Shares held by Rajaganesh Sethupathi were converted into 3,000 equity

shares of face value of 210 each, 1,500 Series G Preference Shares held by Vikas Kapoor were converted into 3,750 equity
shares of face value of 210 each, 1,200 Series G Preference Shares held by Vikram Rawat were converted into 3,000 equity
shares of face value of 210 each, 1,050 Series G Preference Shares held by Kshitij Chopra were converted into 2,625 equity
shares of face value of 210 each, 1,200 Series G Preference Shares held by Nikhil Vij were converted into 3,000 equity shares
of face value of 210 each, 1,200 Series G Preference Shares held by Gurvinder Singh were converted into 3,000 equity shares
of face value of 210 each, 1,050 Series G Preference Shares held by Firoze Hussain were converted into 2,625 equity s|
of face value of 210 each and 1,050 Series G Preference Shares held by Srinivasan $ were converted into 2,625 equity shares
of face value of 210 each.

    

 

Allotment of 24,696 Series H Preference Shares to Fidelity Securities Fund ~ Fidelity Blue Chip Growth Fund, 955 Series H
Preference Shares to Fidelity Group Trust for Employee Benefit Plans: Fidelity Blue Chip Growth Commingled Pool, 55,947
Series H Preference Shares to Fidelity Contrafund: Fidelity Contrafund, 17,180 Series H Preference Shares to Fidelity Group
Trust for Employee Benefit Plans: Fidelity Contrafund Commingled Pool, 10,397 Series H Preference Shares to Fidelity
Advisor Series I: Fidelity Advisor Growth Opportunities Fund, 8,100 Series H Preference Shares to Fidelity Contrafund:
Fidelity Advisor New Insights Fund, 2,472 Series H Preference Shares to Fidelity Contrafund: Fidelity Advisor New Insights
Fund, 6,466 Series H Preference Shares to Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund, 3,262
Series H Preference Shares to Fidelity Contrafund: Fidelity Series Opportunistic Insights Fund, 30,431 Series H Preference
Shares to Fidelity Group Trust for Employee Benefit Plans: Fidelity Growth Company Commingled Pool, 714 Series H
Preference Shares to Fidelity Group Trust for Employee Benefit Plans: Fidelity International Discovery Commingled Pool,
5,790 Series H Preference Shares to Fidelity Select Portfolios — Technology Portfolio, 5,460 Series H Preference Shares to
Variable Insurance Products Fund IT: Contrafund Portfolio, 29,691 Series H Preference Shares to Fidelity Mt. Vernon Street
Trust: Fidelity Growth Company Fund, 4,860 Series H Preference Shares to Fidelity Mt. Vernon Street Trust Fidelity Growth
Company K6 Fund, 2,037 Series H Preference Shares to Fidelity Investment Trust ~ Fidelity Worldwide Fund, 1,519 Series
H Preference Shares to Variable Insurance Products Fund III: Growth Opportunities Portfolio, 57 Series H Preference
Shares to Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund, 2,719 Series H Preference Shares to Fidelity
Securities Fund; Fidelity Blue Chip Growth K6 Fund, 9,242 Series H Preference Shares to Fidelity Contrafund: Fidelity
Contrafund K6, 221 Series H Preference Shares to Fidelity Puritan Trust: Fidelity Balanced K6 Fund, 15,189 Series H
Preference Shares to Fidelity Puritan Trust: Fidelity Balanced Fund, 11 Series H Preference Shares to Fidelity Contrafund:

134
Fidelity Flex Opportunistic Insights Fund, 10,208 Series H Preference Shares to Fidelity Investment Trust: Fidelity
International Discovery Fund, 173 Series H Preference Shares to Fidelity Investment Trust: Fidelity International Discovery
K6 Fund, 358 Series H Preference Shares to Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund,
3,014 Series H Preference Shares to Fidelity Insights Investment Trust, 2,947 Series H Preference Shares to Fidelity
Securities Fund: Fidelity Series Blue Chip Growth Fund, 1,952 Series H Preference Shares to FIAM Group Trust for
Employee Benefit Plans: FIAM Target Date Blue Chip Growth Commingled Pool, 153,640 Series H Preference Shares to
Gamnat Pre. Lid., 102,427 Series H Preference Shares to Chimera Investment LLC and 51,214 Series H Preference Shares
to Pacific Horizon Investment Trust Plc.

(25) 24,696 Series H Preference Shares held by Fidelity Securities Fund - Fidelity Blue Chip Growth Fund were converted into
2,469,600 Equity Shares of face value of 21 each, 955 Series H Preference Shares held by Fidelity Group Trust for Employee
Benefit Plans: Fidelity Blue Chip Growth Commingled Pool were converted into 95,500 Equity Shares of face value of 21
each, 55,947 Series H Preference Shares held by Fidelity Contrafund: Fidelity Contrafund were converted into 5,594,700
Equity Shares of face value of 21 each, 17,180 Series H Preference Shares held by Fidelity Group Trust for Employee Benefit
Plans: Fidelity Contrafund Commingled Pool were converted into 1,718,000 Equity Shares of face value of 21 each, 10,397
Series H Preference Shares held by Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund were converted
into 1,039,700 Equity Shares of face value of 21 each, 10,572 Series H Preference Shares held by Fidelity Contrafund:
Fidelity Advisor New Insights Fund were converted into 1,057,200 Equity Shares of face value of @1 each, 6,466 Series H
Preference Shares held by Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund were converted into
646,600 Equity Shares of face value of 1 each, 3,262 Series H Preference Shares held by Fidelity Contrafund: Fidelity Series
Opportunistic Insights Fund were converted into 326,200 Equity Shares of face value of 21 each, 30,431 Series H Preference
Shares held by Fidelity Group Trust for Employee Benefit Plans: Fidelity Growth Company Commingled Pool were converted
into 3,043,100 Equity Shares of face value of 21 each, 714 Series H Preference Shares held by Fidelity Group Trust for
Employee Benefit Plans: Fidelity International Discovery Commingled Pool were converted into 71,400 Equity Shares of
face value of 21 each, 5,790 Series H Preference Shares held by Fidelity Select Portfolios - Technology Portfolio were
converted into 579,000 Equity Shares of face value of 21 each, 5,460 Series H Preference Shares held by Variable Insurance
Products Fund If: Contrafund Portfolio were converted into 546,000 Equity Shares of face value of 21 each, 29,691 Series
H Preference Shares held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund were converted into 2,969,100
Equity Shares of face value of 21 each, 4,860 Series H Preference Shares held by Fidelity Mt. Vernon Street Trust Fidelity
Growth Company K6 Fund were converted into 486,000 Equity Shares of face value of 21 each, 2,037 Series H Preference
Shares held by Fidelity Investment Trust - Fidelity Worldwide Fund were converted into 203,700 Equity Shares of face value
of 21 each, 1,519 Series H Preference Shares held by Variable Insurance Products Fund III: Growth Opportunities Portfolio
were converted into 151,900 Equity Shares of face value of @1 each, 57 Series H Preference Shares held by Fidelity Securities
Fund: Fidelity Flex Large Cap Growth Fund were converted into 5,700 Equity Shares of face value of 21 each, 2,719 Series
H Preference Shares held by Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund were converted into 271,900
Equity Shares of face value of 21 each, 9,242 Series H Preference Shares held by Fidelity Contrafund: Fidelity Contrafund
K6 were converted into 924,200 Equity Shares of face value of 21 each, 221 Series H Preference Shares held by Fidelity
Puritan Trust: Fidelity Balanced K6 Fund were converted into 22,100 Equity Shares of face value of 21 each, 15,189 Series
H Preference Shares held by Fidelity Puritan Trust: Fidelity Balanced Fund were converted into 1,518,900 Equity Shares of
face value of @1 each, 11 Series H Preference Shares held by Fidelity Contrafund: Fidelity Flex Opportunistic Insights Fund
were converted into 1,100 Equity Shares of face value of @1 each, 10,208 Series H Preference Shares held by Fidelity
Investment Trust: Fidelity International Discovery Fund were converted into 1,020,800 Equity Shares of face value of 21
each, 173 Series H Preference Shares held by Fidelity Investment Trust: Fidelity International Discovery K6 Fund were
converted into 17,300 Equity Shares of face value of 21 each, 358 Series H Preference Shares held by Fidelity Advisor Series
I: Fidelity Advisor Series Growth Opportunities Fund were converted into 35,800 Equity Shares of face value of 21 each,
3,014 Series H Preference Shares held by Fidelity Insights Investment Trust were converted into 301,400 Equity Shares of
face value of 21 each, 2,947 Series H Preference Shares held by Fidelity Securities Fund: Fidelity Series Blue Chip Growth
Fund were converted into 294,700 Equity Shares of face value of 21 each, 1,952 Series H Preference Shares held by FIAM
Group Trust for Employee Benefit Plans: FIAM Target Date Blue Chip Growth Commingled Pool were converted into
195,200 Equity Shares of face value of 21 each, 153,640 Series H Preference Shares held by Gamnat Pte. Ltd. were converted
into 15,364,000 Equity Shares of face value of 21 each, 6,100 Series H Preference Shares held by Chimera Global Fund 1
LP were converted into 610,000 Equity Shares of face value of 21 each, 96,327 Series H Preference Shares held by Chimetech
Holding Ltd. were converted into 9,632,700 Equity Shares of face value of 21 each and 51,214 Series H Preference Shares
held by Pacific Horizon Investment Trust ple. were converted into 5,121,400 Equity Shares of face value of 21 each.

 

 

(26) Allotment of 133,328 Series I Preference Shares to Suedasien Investmentfonds A, Ltd and 13,633 Series I Preference Shares
to Suedasien Investmentfonds B, Lid.

(27) 133,328 Series I Preference Shares held by Suedasien Investmentfonds A, Ltd were converted into 13,332,800 Equity Shares
of face value of 21 each and 13,633 Series I Preference Shares held by Suedasien Investmentfonds B, Ltd were converted into
1,363,300 Equity Shares of face value of 21 each.

As on the date of the filing of this Prospectus, our Company does not have any outstanding preference
shares.

2. Shares issued for consideration other than cash or by way of bonus

Except as disclosed below, our Company has not issued any equity shares or preference shares for
consideration other than cash or by way of bonus issue at any time since incorporation:

135
°)

qd)

Lock-in of Equity Shares Allotted to Anchor Investors

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 Anchor Investors in the Anchor Investor Portion shall be locked in
for a period of 30 days from the date of Allotment.

Other Requirements in respect of Lock-in

In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our
Shareholders prior to the Offer and locked-in for a period of six months may be transferred to
any other person holding Equity Shares which are locked-in along with the Equity Shares
proposed to be transferred, subject to the continuation of the applicable lock-in and the
transferee being ineligible to transfer such Equity Shares until expiry of the lock-in period, and
compliance with the provisions of the Takeover Regulations.

137
 

Date of Reason’ No. of equity. Face value per Issue price per Benefits accrued to our

 

allotment Nature of shares equity share equity share Company
allotment allotted @. @.
September 29, Bonus issue in 16,846,803 10 NA. NA.
2021 the ratio of nine
equity shares
for every

equity share “)

 

Allotment of equity shares of face value of 210 each, by way of bonus issue, to such holders of equity shares of our Company, whose

names appear in the list of beneficial owners on the record date, i.e. September 28, 2021.
Shares issued out of revaluation reserves
Our Company has not issued any shares out of revaluation reserves since its incorporation.

Issue of equity shares pursuant to 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 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.

Equity shares issued at a price lower than the Offer Price in the last year

Except as mentioned above under “ — Notes to Capital Structure” on page 117, our Company has not
issued any equity shares at a price which may be lower than the Offer Price during a period of one year
preceding the date of this Prospectus.

Issue of equity shares under employee stock option schemes

For details of equity shares issued by our Company pursuant to the exercise of options which have been
granted under the ESOP Schemes, see “ — Notes to Capital Structure — History of Equity Share capital of
our Company” above.

Details of Lock-in
a) Details of Equity Shares locked-in for eighteen months

Our Company is a professionally managed company and 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 ESOP Schemes prior to the
Offer, and (c) any Equity Shares held by a venture capital fund (“WCF”) or alternative
investment fund (“AIF”) of category I or category II or a FVCI, as applicable, provided that
such Equity Shares shall be locked in for a period of at least six months from the date of purchase
by such shareholders. Accordingly, all Equity Shares held by Avendus Future Leaders Fund
shall be exempt from the aforementioned lock-in requirement since it is an AIF of category II.
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.

136
8. Our shareholding pattern

The table below represents the shareholding pattern of our Company as on the date of this Prospectus:

 

a ‘Promoter
Group o o o o o 0 o o 0 0 o o 0 o o o o

 

® Peng saan

642, 365,82
4,507 642,365,827 o oO _ 642,365,827 100% 7

100.00% 0 1100.00% 0 0 1,315,319 0.20% 642,365,827

 

© Promoter -
Non Public 0 0 0 0 0 o 0 0 o o 0 0 o 0 0 0 0

 

underlying

(© Custodian!
Depositary
Receipts o o o o o 0 ° o 0 0 o o 0 o o o o
Shares hed

(© by Employee
Trusts o o o o o 0 o o 0 0 o o 0 o o ° o
Total (A) + 64, 365,82 642, 365,82
wo 1,507 642,365,827 o 0 642,365,827 100,00% 7 7

 

 

100,00% o 100.00% o 0 1,315,319 0.20% 642,365,827

 

138
Details of pledge of shares by certain shareholders

As on the date of this Prospectus, 1,315,319 Equity Shares of our Company, constituting 0.20% of the
outstanding equity share capital of our Company, have been pledged by certain Shareholders to IIFL
Wealth Prime Ltd. in order to avail financing in relation to purchase of Equity Shares of our Company,
including on account of exercise of the employee stock options granted to certain employees. Our Company
is not a party to any of the pledge agreements. The details of such pledge are as follows:

 

 

S.No. Pledgor No. of Equity Shares Percentage of issued and outstanding
pledged equity share capital of the Company
pledged by the Pledgor

1 Hunny Khushal Ghade 125,000 0.02%
2 Vivek Gupta 114,100 0.02%
3 Don John Thomas 102,300 0.02%
4. Navneet Singh Baweja 78,000 0.01%
5. Nitin Gupta 70,000 0.01%
6 Rajesh Choudhary 57,900 0.01%
7 Sagar Sachdeva 57,180 0.01%
8 Karan Agarwal 54,900 0.01%
9. Achint Kaul 51,300 0.01%
10. Prabhat Gidda 50,000 0.01%
11. Varun Chaudhari 42,200 0.01%
12. Shashank Kumar 35,000 0.01%
13. Kamal Kishore Gupta 32,400 0.01%
14, Mithun Chakraborty 32,000 Negligible*
15. Dimpy Soni 31,300 Negligible*
16. Himanshu Shekhar 31,200 Negligible*
17. Diwyanshu Agrawal 30,000 Negligible*
18. Kavya Shetty 30,000 Negligible*
19. Aditya Singh 29,600 Negligible*
20. Devender Singh Dahiya 27,400 Negligible*
21. Piyush Bagga 27,139 Negligible*
22. Satveer Singh 25,500 Negligible
23. Sumit Uppal 25,000 Negligible*
24. Amit Kumar 23,200 Negligible*
25. Raja Ram 18,700 Negligible*
26. Alok Kumar Shukla 15,500 Negligible
27. Nikhil Khanna 12,500 Negligible*
28. Nitish Gautam 12,100 Negligible*
29. Dharmendra Prasad 12,000 Negligible*
30. Gyanender Kumar 12,000 Negligible*
31. Sumit Tokas 11,000 Negligible*
32. Jyoti Kumari 10,000 Negligible
33. Ritesh Kumar Singh 9,200 Negligible*
34. Rahul Verma 9,000 Negligible*
35. Krishan Manjhi 8,200 Negligible
36. Sanjeev Panday 2,500 Negligible*

Total 1,315,319 0.20%

 

* The percentage of issued and outstanding equity share capital of our Company pledged by such shareholder is less
than 0.01%.

139
10. Shareholding of our Directors and Key Managerial Personnel in our Company

Except as stated below, none of our Directors or Key Managerial Personnel hold any Equity Shares or
employee stock options in our Company.

 

 

Name No. of Equity Shares Granted Options _ Vested Options % of

(Not vested ason _as on the date of pre-

the date of this this Prospectus Offer

Prospectus) equity

share
capital

(%y*
Sahil Barua 13,407,798 8,668,000 Nil 2.08%
Suraj Saharan 10,994,300 758,000 Nil 171%
Kapil Bharati 6,694,800 1,892,800 Nil 1.04%
Ajith Pai Mangalore 5,172,600 1,393,100 81,200 0.80%
Sandeep Kumar 98,800

Barasia 4,762,700 1,463,300 0.74%
Amit Agarwal 3,041,550 1,161,600 Nil 0.47%
Srivatsan Rajan 155,000 Nil Nil 0.02%
Deepak Kapoor 100,000 ® Nil Nil 0.02%
Pooja Gupta Nil 900,000 50,000 0.00%
Abhik Mitra Nil 669,700 Nil 0.00%
Sunil Kumar Bansal Nil 25,000 Nil 0.00%

 

*The percentage is calculated against the total share capital of our Company, including vested ESOPs.
(1) 27,400 Equity Shares are held jointly with Leena Chawla
(2) Held jointly with Sarita Kapoor

For further details on the stock options held by our Directors and Key Managerial Personnel, see “ — Notes
to Capital Structure — Employee Stock Option Schemes” on page 144.

11. As on the date of this Prospectus, our Company has cumulatively 1,507 Shareholders.
(a) Details of shareholding of the major shareholders of our Company

Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company
as on the date of this Prospectus:

 

 

 

Pre-Offer

Ss. Shareholder Number of Equity Shares Percentage of Equity Share capital*
No.
1. SVF Doorbell (Cayman) Ltd

(SoftBank Vision Fund) 141,593,300 21.98%
ie Nexus Ventures III, Ltd.

(Nexus Venture Partners) 57,406,800 8.91%
3. CA Swift Investments

(Carlyle Asia Partners IV) 46,131,800 7.16%
4. Canada Pension Plan

Investment Board 43,881,500 6.81%
5. Internet Fund Ill Pte. Ltd.

(Tiger Global Management), 37,893,700 5.88%
6. Times Internet Limited 31,703,900 4.92%
ds Suedasien Investmentfonds

A, Ltd (Addition) 22,347,900 3.47%
8. FedEx Express

Transportation and Supply

Chain Services (India)

Private Limited 20,914,500 3.25%
9. Alpine Opportunity Fund II,

L.P. (Alpine Capital) 17,170,900 2.67%
10. Gamnat Pte. Ltd. (Gamnat) 15,364,000 2.39%
11. Alpha Wave Ventures LP

(Alpha Wave Global) 14,444,800 2.24%
12. Sahil Barua 13,407,798 2.08%

140
 

Pre-Offer

 

 

Ss. ‘Shareholder ‘Number of Equity Shares Percentage of Equity Share capital*
No.
13. Mohit Tandon 11,664,200 1.81%
14. Suraj Saharan 10,994,300 1.71%
15. Chimetech Holding Ltd.

(Chimera Investment) 9,632,700 1.50%
16. Nexus Opportunity Fund Ltd.

(Nexus Venture Partners) 8,666,100 1.35%
17. | Steadview Capital Mauritius

Limited (Steadview) 8,113,800 1.26%
18. Bennett, Coleman and

Company Limited 7,696,000 1.19%
19. Alpine Opportunity Fund V,

L.P. (Alpine Capital) 7,309,300 1.13%
20. Deli CMF Pte. Ltd. (Fosun) 6,879,000 1.07%
21. Steadview Capital

Opportunities PCC Cell 0221

009 (Steadview) 6,700,000 1.04%
22. Kapil Bharati 6,694,800 1.04%

Total 546,611,098 84.85%

“The percentage is calculated against the total share capital of our Company, including vested ESOPs

(b) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company
as of 10 days prior to the date of this Prospectus:

 

 

 

 

Pre-Offer
Ss. Shareholder Number of Equity Percentage of
No. Shares Equity Share
capital*

1. SVF Doorbell (Cayman) Ltd 141,593,300 21.98%
2. Nexus Ventures III, Ltd. 57,406,800 8.91%
3. CA Swift Investments 46,131,800 7.16%
4. Canada Pension Plan Investment Board 43,881,500 6.81%
5. Internet Fund III Pte. Ltd. 37,893,700 5.88%
6. Times Internet Limited 31,703,900 4.92%
7. Suedasien Investmentfonds A, Ltd 22,347,900 3.47%
8. FedEx Express Transportation and

Supply Chain Services (India) Private

Limited 20,914,500 3.25%
9. Alpine Opportunity Fund Il, L.P 17,170,900 2.67%
10. _Gamnat Pte. Ltd. 15,364,000 2.39%
11. Alpha Wave Ventures, LP 14,444,800 2.24%
12. Sahil Barua 13,407,798 2.08%
13. Mohit Tandon 11,664,200 1.81%
14. Suraj Saharan 10,994,300 1.71%
15. _ Chimetech Holding Ltd. 9,632,700 1.50%
16. Nexus Opportunity Fund Ltd. 8,666,100 1.35%
17. _ Steadview Capital Mauritius Limited 8,113,800 1.26%
18. Bennett, Coleman and Company

Limited 7,696,000 1.19%
19. Alpine Opportunity Fund V L.P. 7,309,300 1.13%
20. Deli CMF Pte. Ltd. 6,879,000 1.07%
21. — Steadview Capital Opportunities PCC

Cell 0221 009 6,700,000 1.04%
22. Kapil Bharati 6,694,800 1.04%

Total 546,611,098 84.85%

*The percentage is calculated against the total share capital of our Company, including vested ESOPS
(a) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company

as of one year prior to the date of this Prospectus:

141
(d)

   

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1. SVF Doorbell (Cayman) Ltd 13,753 0.75% 1,415,933

2. CA Swift Investments Nil 0.00% 653,915 12.09%

3, Nexus Ventures III, Ltd. 100 0.01% 574,068 10.61%

4. Canada Pension Plan 264,457 14.51% 438,815, 8.11%
Investment Board “

5: Times Internet Limited 370,293 20.31% 413,239 7.64%

6. Internet Fund III Pte. Ltd. 180,448 9.90% 378,937 7.01%

a Deli CMF Pte. Ltd. 24,651 1.35% 248,411 4.59%

8. Alpine Opportunity Fund I, 90,623 171,709 3.17%
LP 4.97%

9. Sahil Barua 120,625 6.62% 127,033 2.35%

10. Mohit Tandon 116,642 6.40% 116,642 2.16%

11. Suraj Saharan 114,000 6.25% 114,000 2.11%

12. Nexus Opportunity Fund Ltd. Nil 0.00% 86,661 1.60%

13. Steadview Capital Mauritius 76,951 76,951 1.42%
Limited aoe

14. Alpine Opportunity Fund V, 29,191 73,093 1.35%
LP 1.60%

15. Kapil Bharati 54,092 2.97% 60,500 1.12%
Total 1,455,826 79.87% 4,949,907 91.51%

 

“The percentage is calculated against the total share capital of our Company, including vested ESOPs

Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our
Company as of two years prior to the date of this Prospectus:

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

1. SVE Doorbell (Cayman) Ltd Nil 0.00% 1,415,933
2. CA Swift Investments Nil 0.00% 653,915 12.37%
3. Nexus Ventures II Ltd. 100 0.01% 574,068 10.86%
4, Times Internet Limited 100 0.01% 488,784 9.25%
5. Canada Pension ~—Plan 93,304

Investment Board 8.43% 438,815 8.30%
6. __ Internet Fund III Pte. Ltd. 180,448 16.30% 378,937 7.17%
7. Deli CMF Pte. Ltd. 24,651 2.23% 248,411 4.70%
8. Alpine Opportunity Fund I, 62,904

LP. 5.68% 171,709 3.25%
9. Multiples Private Equity Fund 145,159

I Ltd. 13.11% 148,191 2.80%
10. Sahil Barua 127,285 11.50% 127,285 2.41%
11. Mohit Tandon 122,142 11.03% 122,142 2.31%
12. Suraj Saharan 119,500 10.80% 119,500 2.26%

 

142
 

Particulars

Options exercised (since
implementation of the
ESOP scheme)

Total number of Equity
Shares that would arise as
a result of exercise of
granted options*
Description of the pricing
formula and the method
and significant
assumptions used during
the year to estimate the
fair values of options,
including weighted-
average _ information,
namely, risk-free interest
rate, expected _life,
expected volatility,
expected dividends, and
the price of the
underlying share in
market at the time of grant

Fiscal
2019%

1,193,000

Fiscal
20204

2,848,700

20,775,600 23,433,800

Fiscal
20214

4,276,400

23,242,000

Details*

Fiscal 20224

22,060,200

11,600,042

April 1, 2022 —
till the date of this
Prospectus 4
22,319,927

11,344,876

 

of the option:
Method of Valuation Black Scholes Not determinable at Not determinable at
Option Pricing this stage this stage
Model
Expected Volatility (%) 38% 38% 51% Notdeterminable at this Not determinable at
stage this stage
Dividend Yield (%) 0.00% 0.00% 0.00% Not determinable at this Not determinable at
stage this stage
Average remaining 4to5 4to5 4to5 Notdeterminable at this Not determinable at
contractual life of the years years years stage this stage
options outstanding at
end of the year (Years)
Risk free interest rate 6.90% 6.50% & 3.80% Not determinable at this Not determinable at
6.70% stage this stage
Weighted average
exercise prices and
weighted average fair
value of options where:
a) Exercise price equals
market price on the date
of grant
- Fair Value of options NA NA NA NA NA
granted (2)
- Exercise Price (2) NA NA NA NA NA
a) Exercise price greater
than market price on the
date of grant
- Fair Value of options NA NA NA NA NA
granted (2)
- Exercise Price (®) NA NA NA NA NA

a) Exercise price less than
market price on the date
of grant

 

144
12.

 

Ss. Shareholder Pre-Offer

 

 

No.
Number of Percentage Number of Percentage
equity shares of of equity equity shares of of pre-Offer
face value of share face value of 210, equity share
0 capital* including upon capital
conversion of (including
CPS upon
conversion
of CCPS)*
13. Nexus Opportunity Fund Ltd. Nil 0.00% 86,661 1.64%
Total 875,593 79.10% 4,974,351 94.09%

 

*The percentage is calculated against the total share capital of our Company, including vested ESOPs
Employee Stock Option Schemes

Our Company has four ESOP schemes, namely, Delhivery Employees Stock Option Plan, 2012 (“ESOP I
— 2012”), Delhivery Employees Stock Option Plan - II, 2020 (“ESOP II — 2020”), Delhivery Employees
Stock Option Plan - III, 2020 (“ESOP III — 2020”) and Delhivery Employees Stock Option Plan - IV, 2021
(“ESOP IV — 2021”, and collectively, the “ESOP Schemes”).

ESOP I~ 2012

ESOP I — 2012 was approved pursuant to a Board resolution dated September 6, 2012 and shareholder’s
resolution dated September 28, 2012. Under ESOP I — 2012, an aggregate of 41,478,349 options have been
granted, an aggregate of 23,432,887 options have vested and an aggregate of 22,319,927 options have been
exercised as on the date of this Prospectus. Further, 4,247,397 options are pending grant under ESOP I -
2012, as on the date of this Prospectus. The ESOP I — 2012 is in compliance with the SEBI SBEBSE
Regulations.

The following table sets forth the particulars of the ESOP I — 2012 during the last three Financial Years,
and as on the date of this Prospectus:

 

Particulars Details™
Fiscal Fiscal Fiscal Fiscal 20224 April 1, 2022 -
2019 20200 20214 till the date of this
Prospectus ‘

Total options outstanding 15,008,900 20,775,600 23,433,800 23,242,000 11,600,042
(including vested and
unvested options) as at
the beginning of the

period

Total options granted 7,032,500 5,212,400 2,952,500 7,466,609 189,140
during the year/period

Vesting period (years) 1 year to 4.33 years

Total options exercised - 1,655,700 17,783,800 259,727
Exercise price of options 2.26 to 2.26 to 0.10 to 29.85 1.00
in % (as on the date of 29.85 29.85

 

grant of options)

Options 1,265,800 898,500 1,716,600 1,324,767 184,579
forfeited/lapsed/cancelled

Variation of terms of There has been variation in terms of vesting schedule of few employees as per their letter of

options grant which was not prejudicial to their interest.

Money realized by

exercise of options (in = - 14.64 19.14 276.53 6.79
million)

Total number of options 20,775,600 23,433,800 23,242,000 11,600,042 11,344,876

outstanding in force

(excluding options not

granted)

Total options vested in 3,746,800 5,165,900 4,734,700 4,634,090 154,738
each Fiscal/period

 

143
 

Particulars

- Fair Value of options
granted (2)

- Exercise Price (2)

Employee wise details of

options granted to:

(i) Key —_ managerial
personnel

- Sahil Barua

- Kapil Bharati

- Sandeep Kumar
Barasia

- Ajith Pai
Mangalore

- Amit Agarwal

- Pooja Gupta

- Sunil Kumar
Bansal

- Suraj Saharan

-  Abhik Mitra

(ii) Any other employee
who receives a grant
in any one year of
options amounting to
5% or more of the
options granted
during the year

- Suraj Datta

-  Kshitij Chopra

- Kiran Raj DJ

-  Vinoth Kumar
Shanmugam

(iii) Identified employees
who were granted
options during any
one year equal to or
exceeding 1% of the
issued capital
(excluding
outstanding warrants
and conversions) of
our Company at the
time of grant

Diluted earnings _ per

share pursuant to the issue

of equity shares on
exercise of options in
accordance with IND AS

33 ‘Earnings —Per

Share’ (2)

Where our Company has

calculated the employee

compensation cost using
the intrinsic value of the

stock options, _the
difference, if any,
between employee

compensation cost __so

Fiscal
2019%

112.19

13.62

Nil
Nil
1,000,000
2,000,000
100,000
Nil

Nil

Nil
Nil

1,000,000
Nil
Nil
Nil

NA

-47.22

Fiscal Fiscal
20204 20214

152.65 182.40

17.35 18.52

Nil Nil

824,800** Nil

790,600 Nil

650,000 Nil

275,000 Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil Nil

Nil 200,000

Nil Nil

Nil Nil

NA NA

5.22 -8.05

Details*
Fiscal 20224

Not determinable at this
stage

Not determinable at this
stage

Nil
824,800
Nil

Nil

Nil
200,000
25,000

Nil
669,700

Nil
Nil
Nil
Nil

NA

Not determinable at this
stage

April 1, 2022 —
till the date of this
Prospectus A
Not determinable at
this stage

Not determinable at
this stage

Nil
Nil
Nil

Nil

Nil
Nil
Nil

Nil
Nil

Nil
Nil
100,000
25,000

NA

Not determinable at
this stage

Not applicable. As per the valuation report, the fair value has been computed as per Black
Scholes Model of valuation.

 

145,
dated September 29, 2021, appropriate adjustments were made to the outstanding options granted to the employees of the
Company under and in terms of the Delhivery Employees Stock Option Plan 2012, Delhivery Employees Stock Option Plan II,
2020, Delhivery Employees Stock Option Plan II, 2020, and such that the exercise price for all outstanding options as on the
relevant record date (vested and unvested options, including lapsed and forfeited options available for reissue) was
proportionately adjusted and the number of options which are available for grant and those already granted but not exercised as
on the relevant record date have been appropriately adjusted. Accordingly, number of options and shares are updated in the table
to factor in impact of bonus issue in the proportion of 9:1, i.e., nine equity shares of 210 each for every 1 equity share of 710
each, as approved by shareholders of the Company in the extra-ordinary general meeting dated September 27, 2021 and sub-
division of shares in the ratio of 10:1, as approved by shareholders of the Company in the annual general meeting held on
September 29, 2021.

ESOP II ~ 2020

The ESOP II — 2020 was approved pursuant to a Board resolution dated January 25, 2021 and
shareholders’ resolution dated February 1, 2021. The ESOP II — 2020 is in compliance with the SEBI
SBEBSE Regulations. Under ESOP II — 2020, 7,740,200 options have been granted to eligible employees,
no options have vested and no options have been exercised as on the date of this Prospectus. Further, no

options are pending grant under ESOP II — 2020, as on the date of this Prospectus.

 

Particulars Details*
Fiscal Fiscal 20204 Fiscal Fiscal 20224 April 1, 2022 —
20194 20214 till the date of
this
Prospectus
Total options outstanding 7 7,740,200 7,740,200
(including vested and
unvested options) as at
the beginning of the
period
Total options granted 7,740,200 - -
during the year/period
Vesting period (years) Time based vesting: 4 years, and performance based

Total options exercised

Exercise price of options
in % (as on the date of
grant of options)

Options
forfeited/lapsed/cancelled
Variation of terms of
options

Money realized by
exercise of options (in &
million)

Total number of options
outstanding in force
(excluding options not
granted)

Total options vested in
each Fiscal/period
Options exercised (since
implementation of the
ESOP scheme)

Total number of Equity
Shares that would arise as
a result of exercise of
granted options*"
Description of the pricing
formula and the method
and significant
assumptions used during
the year to estimate the

147

vesting on criteria**

There has been variation in terms of vesting schedule of
few employees as per their letter of grant which was not
prejudicial to their interest.

7,740,200 7,740,200 7,740,200

7,740,200 7,740,200 7,740,200
 

Particulars

computed and the
employee compensation
calculated on the basis of
fair value of the stock
options and the impact of
this difference, on the
profits of our Company
and on the earnings per
equity share of our
Company

Increase in loss for the
year (& million)

Revised EPS (2)

Impact on the profits and
on the Earnings Per Share
of the last three years if
the accounting policies
specified in the Securities
and Exchange Board of
India. (Share Based
Employee Benefits)
Regulations, 2014 or the
SEBI SBEBSE
Regulations had been
followed, in respect of
options granted in the last
three years

Increase in loss for the
year (& million)

Revised EPS (2)
Intention of key
managerial personnel and
whole-time directors who
are holders of Equity
Shares allotted on
exercise of options to sell
their shares within three
months after the listing of
Equity Shares pursuant to
the Offer

Intention to sell Equity
Shares arising out of the
ESOP scheme or allotted
under an ESOP scheme
within three months after
the listing of Equity
Shares by directors,
senior managerial
personnel and employees
having Equity Shares
arising out of the ESOP
scheme, amounting to
more than 1% of the
issued capital (excluding
outstanding warrants and
conversions)

Details?

Fiscal Fiscal Fiscal Fiscal 20224 April 1, 2022 —

2019 2020 20214 till the date of this
Prospectus ‘

NA NA NA NA NA

NA NA NA NA NA
Not applicable, since our Company is already following the accounting policies specified in
Regulation 15 of the SEBI SBEBSE Regulations i.e. as per Indian Accounting Standards

NA NA NA NA NA

NA NA NA NA NA
Our Key Managerial Personnel may sell some Equity Shares allotted on the exercise of their
options post-listing of the Equity Shares of our Company.

‘As on the date of this Prospectus, no senior managerial personnel or employee having Equity
Shares arising out of the ESOP - I 2012, amounting to more than 1% of the issued capital has
expressed their intention to sell their Equity Shares allotted to them on exercise of options
granted under an employee stock option scheme within three months after the date of listing
of Equity Shares in the Offer. Hence not applicable.

 

# As certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated May 14, 2022.

Excluding the options lying in the ESOP pool pending grant to the employees

“*The options have been cancelled subsequently

‘’ Pursuant to the issuance and allotment of bonus shares vide a resolution passed at the extra-ordinary general meeting dated
September 27, 2021 and sub-division of face value of equity shares pursuant to a resolution passed at the annual general meeting

146
 

Particulars

- Pooja Gupta

- Sunil Kumar Bansal

- Suraj Saharan

- _ Abhik Mitra

(ii) Any other employee
who receives a grant
in any one year of
options amounting to
5% or more of the
options granted
during the year

(iii) Identified employees
who were granted
options during any
one year equal to or
exceeding 1% of the
issued capital
(excluding
outstanding warrants
and conversions) of
our Company at the
time of grant

Diluted earnings per

share pursuant to the issue

of equity shares on

exercise of options in

accordance with IND AS

33 ‘Earnings Per

Share’(®)

Where our Company has

calculated the employee

compensation cost using

the intrinsic value of the

stock options, the
difference, if any,
between employee

compensation cost so
computed and the
employee compensation
calculated on the basis of
fair value of the stock
options and the impact of
this difference, on the
profits of our Company
and on the earnings per
equity share of our
Company

Increase in loss for the
year (% million)

Revised EPS (2)

Impact on the profits and
on the Earnings Per Share
of the last three years if
the accounting policies
specified in the Securities
and Exchange Board of
India (Share Based
Employee Benefits)
Regulations, 2014 or the
SEBI SBEBSE
Regulations had been

Fiscal Fiscal 20204
20194
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Nil Nil
NA NA
NA NA
NA NA
NA NA

149

Details*
Fiscal
20214

Nil
Nil
Nil
Nil
Nil

NA

Fiscal 20224

Nil
Nil
Nil
Nil
Nil

NA

April 1, 2022

till the date o
this

Prospectus

if

Nil
Nil
Nil
Nil
Nil

NA

Not Applicable. As per the valuation report, the Fair
value has been computed as per the Monte Carlo
simulation model of valuation.

NA
NA

NA
NA

NA
NA

Not applicable, since our Company is already following
the accounting policies specified in Regulation 15 of the
as per Indian

SEBI SBEBSE Regulations

Accounting Standards.

Le.
 

Particulars

fair values of options,
including weighted-
average _ information,
namely, risk-free interest
rate, expected __ life,
expected volatility,
expected dividends, and
the price of the
underlying share in
market at the time of grant
of the option:

Method of Valuation

Expected Volatility (%)

Dividend Yield (%)
Average remaining
contractual life of the
options outstanding at
end of the year (Years)
Risk free interest rate
Weighted average
exercise prices and
weighted average fair
value of options where:
a) Exercise price equals
market price on the date
of grant

- Fair Value of options
granted (2)

- Exercise Price (2)

a) Exercise price greater
than market price on the
date of grant

- Fair Value of options
granted (2)

- Exercise Price (2)

a) Exercise price less than
market price on the date
of grant

- Fair Value of options
granted (2)

- Exercise Price ()

Employee wise details of

options granted to:

(i) Key managerial
personnel

- Sahil Barua

- Kapil Bharati

- Sandeep Kumar
Barasia

- Ajith Pai Mangalore

- Amit Agarwal

Fiscal
20194

NA

NA

NA
NA

NA

NA

NA

NA

NA

NA

NA

Nil
Nil
Nil

Nil
Nil

Fiscal 20204

NA

NA

NA
NA

NA

NA

NA

NA

NA

NA

NA

Nil
Nil
Nil
Nil
Nil

148

Details*

Fiscal Fiscal 20224 April 1, 2022 —
20214 till the date of
this
Prospectus

Monte Carlo simulation

45.10% - 45.10% - 48.00% 45.10% - 48.00%
48.00%

0.00% 0.00% 0.00%
3.17 years 3.17 years 3.17 years
3.35% 3.35% 3.35%
NA NA NA

NA NA NA

NA NA NA

NA NA NA

NA NA NA

NA NA NA

0.10 5 Z
1,068,000 Nil Nil
1,068,000 Nil Nil
1,068,000 Nil Nil
1,068,100 Nil Nil
1,068,100 Nil Nil
 

Particulars Details*
Fiscal Fiscal 20204 Fiscal Fiscal 20224 April 1, 2022 —
20194 20214 till the date of
this
Prospectus’
followed, in respect of
options granted in the last
three years
Increase in loss for the NA NA NA NA NA
year (& million)
Revised EPS (2) NA NA NA NA NA
Intention of key NA NA _ Certain of our Key Managerial Personnel may sell some
managerial personnel and Equity Shares allotted on the exercise of their options
whole-time directors who post-listing of the Equity Shares of our Company.
are holders of Equity
Shares allotted on
exercise of options to sell
their shares within three
months after the listing of
Equity Shares pursuant to
the Offer
Intention to sell Equity NA NA _ As on the date of this Prospectus, no senior management

Shares arising out of the
ESOP scheme or allotted
under an ESOP scheme
within three months after
the listing of Equity
Shares by directors,
senior managerial
personnel and employees
having Equity Shares
arising out of the ESOP
scheme, amounting to
more than 1% of the
issued capital (excluding
outstanding warrants and
conversions)

personnel and employees have exercised the options.
Further, no senior management personnel or employee
having Equity Shares arising out of the ESOP - II 2020,
amounting to more than 1% of the issued capital has
expressed their intention to sell their Equity Shares
allotted to them on exercise of options granted under an
employee stock option scheme within three months
after the date of listing of Equity Shares in the Offer.
Hence not applicable.

# As certified by B.B. & Associates, Chartered Accountants, by way of their certificate dated May 14, 2022.
“Excluding the options lying in the ESOP pool pending grant to the employees

## Certain options of our employees shall vest subject to achievement of defined performance criteria, i.e., upon our Company
achieving a target share price as mentioned in the grant letter of the employee. If the target share price is not achieved, the
options will get lapsed automatically

’ Pursuant to the issuance and allotment of bonus shares vide a resolution passed at the extra-ordinary general meeting dated
September 27, 2021 and sub-division of face value of equity shares pursuant to a resolution passed at the annual general meeting
dated September 29, 2021, appropriate adjustments were made to the outstanding options granted to the employees of the
Company under and in terms of the Delhivery Employees Stock Option Plan 2012, Delhivery Employees Stock Option Plan II,
2020, Delhivery Employees Stock Option Plan II, 2020, and such that the exercise price for all outstanding options as on the
relevant record date (vested and unvested options, including lapsed and forfeited options available for reissue) was
proportionately adjusted and the number of options which are available for grant and those already granted but not exercised as
on the relevant record date have been appropriately adjusted. Accordingly, number of options and shares are updated in the table
to factor in impact of bonus issue in the proportion of 9:1, i.e., nine equity shares of 210 each for every 1 equity share of 710
each, as approved by shareholders of the Company in the extra-ordinary general meeting dated September 27, 2021 and sub-
division of shares in the ratio of 10:1, as approved by shareholders of the Company in the annual general meeting held on
September 29, 2021.

ESOP III ~ 2020

The ESOP III — 2020 was approved pursuant to a Board resolution dated January 25, 2021 and
shareholders’ resolution dated February 1, 2021. The ESOP III — 2020 is in compliance with the SEBI
SBEBSE Regulations. Under ESOP III — 2020, 8,820,500 options have been granted to eligible
employees, 700,000 options have vested and no options have been exercised as on the date of this
Prospectus. Further, no options are pending grant under ESOP III — 2020, as on the date of this Prospectus.

150
 

Particulars

Total options outstanding
(including vested and
unvested options) as at
the beginning of the
period

Total options granted
during the year/period

Vesting period (years)

Total options exercised

Exercise price of options
in % (as on the date of
grant of options)

Options
forfeited/lapsed/cancelled

Variation of terms of
options

Money realized by
exercise of options (in &
million)

Total number of options
outstanding in force
(excluding options not
granted)

Total options vested in
each Fiscal/period

Options exercised (since
implementation of the
ESOP scheme)

Total number of Equity
Shares that would arise as
a result of exercise of
granted options*"

Description of the pricing
formula and the method
and significant
assumptions used during
the year to estimate the
fair values of options,
including weighted-
average information,
namely, risk-free interest
rate, expected __life,
expected volatility,
expected dividends, and

Fiscal
20194

Fiscal
20204

Details*
Fiscal 20214 _Fiscal 2022 April 1, 2022 -
till the date of
this
Prospectus
< 1,050,000 8,820,500

1,050,000 7,770,500 -

Time based vesting of 1 to 4 years and performance based
vesting on criteria**

0.10 0.10 -

There has been variation in terms of vesting schedule of
few employees as per their letter of grant which was not
prejudicial to their interest.

1,050,000 8,820,500 8,820,500
= 700,000 -
1,050,000 8,820,500 8,820,500

 

151
 

Particulars

the price of the
underlying share in
market at the time of grant
of the option: -

Method of Valuation
Expected Volatility (%)
Dividend Yield (%)
Average remaining
contractual life of the
options outstanding at
end of the year (Years)

Risk free interest rate

Weighted average
exercise prices and
weighted average fair
value of options where:
a) Exercise price equals
market price on the date
of grant

- Fair Value of options
granted (2)

- Exercise Price (®)

a) Exercise price greater
than market price on the
date of grant

- Fair Value of options
granted (2)

- Exercise Price (8)

a) Exercise price less than
market price on the date
of grant

- Fair Value of options
granted (2)

- Exercise Price (2)

Employee wise details of
options granted to:
(i) Key managerial
personnel
- Sahil Barua
- Kapil Bharati
- Sandeep Kumar
Barasia
- Ajith Pai
Mangalore
- Amit Agarwal
- Pooja Gupta

Fiscal
20194

NA
NA
NA
NA

NA

NA

NA

NA
NA

NA

NA

Nil
Nil
Nil
Nil
Nil
Nil

Fiscal
20204

NA
NA
NA
NA

NA

NA

NA

NA
NA

NA

NA

Nil
Nil
Nil
Nil
Nil
Nil

Fiscal 20214

45.10%- 48%
0.00%
3.17 years

3.35%

NA

NA

NA
NA

NA

NA

0.10

Nil
Nil
Nil
Nil
Nil
Nil

Details*
Fiscal 2022"

April 1, 2022 -
till the date of
this
Prospectus

Monte Carlo simulation

49.10%- 48.00%
0.00%
3.17 years

3.35%

NA

NA

NA
NA

NA

NA

0.10

Nil
Nil

Nil
Nil

Nil
750,000

49.10%- 48.00%
0.00%
3.17 years

3.35%

NA

NA

NA
NA

NA

NA

Nil
Nil
Nil
Nil
Nil
Nil

 

152
 

Particulars

- Sunil Kumar
Bansal

- Suraj Saharan

-  Abhik Mitra

(ii) Any other
employee who
receives a grant
in any one year of
options
amounting to 5%
or more of the
options granted
during the year

- _ Rohan Shanbhag

-  Thota Nagadhar
(iii) Identified employees
who were granted
options during any
one year equal to or
exceeding 1% of the
issued capital
(excluding
outstanding warrants
and conversions) of
our Company at the
time of grant
Diluted earnings per
share pursuant to the issue
of equity shares on
exercise of options in
accordance with IND AS
33 ‘Earnings ~—Per
Share’(®)
Where our Company has
calculated the employee
compensation cost using
the intrinsic value of the
stock options, __ the
difference, if any,
between employee
compensation cost so
computed and the
employee compensation
calculated on the basis of
fair value of the stock
options and the impact of
this difference, on the
profits of our Company
and on the earnings per
equity share of our
Company
Increase in loss for the
year (& million)
Revised EPS (8)

Fiscal
20194

Nil

Nil
Nil

Nil

Nil

NA

NA

NA
NA

Details*

Fiscal Fiscal 20210 _—Fiscal 2022 April 1, 2022 -
20204 till the date of
this
Prospectus

Nil Nil Nil Nil
Nil Nil 758,000 Nil
Nil Nil Nil Nil
Nil 525,000 Nil Nil
Nil 525,000 Nil Nil
NA NA NA NA

NA Not applicable. As per the valuation report, the Fair value
has been computed as per the Monte Carlo simulation
model of valuation.

NA NA NA NA

NA NA NA NA

 

153
 

Particulars

Details*

Fiscal Fiscal Fiscal 20214 Fiscal 2022" April 1, 2022 —
20194 20204 till the date of
this
Prospectus

Impact on the profits and NA NA Notapplicable, since our Company is already following
on the Earnings Per Share the accounting policies specified in Regulation 15 of the
of the last three years if SEBI SBEBSE Regulations ie. as per Indian
the accounting policies Accounting Standards
specified in the Securities
and Exchange Board of
India (Share Based
Employee Benefits)
Regulations, 2014 or the
SEBI SBEBSE
Regulations had been
followed, in respect of
options granted in the last
three years
Increase om loss for the NA NA NA NA NA
year (& million)
Revised EPS (2) NA NA NA NA NA
Intention of key NA NA As on the date of this Prospectus, no key managerial
managerial personnel and personnel and whole-time directors have exercised the
eholetine dieciors Gio options. Further, no key managerial personnel or whole-
ee boldes of Equity time directors have expressed their intention to sell their
Shares allotted on Equity Shares that are allotted on exercise of options
exercise of options to sell granted under an employee stock option scheme within

; ae three months after the listing of Equity Shares in the
thee See in Wee Offer. Hence not applicable.
months after the listing of
Equity Shares pursuant to
the Offer
Intention to sell Equity NA NA_ Ason the date of this Prospectus, no senior management

Shares arising out of the
ESOP scheme or allotted
under an ESOP scheme
within three months after
the listing of Equity
Shares by — directors,
senior managerial
personnel and employees
having Equity Shares
arising out of the ESOP
scheme, amounting to
more than 1% of the
issued capital (excluding
outstanding warrants and
conversions)

personnel and employees have exercised the options.
Further, no senior management personnel and employee
having Equity Shares arising out of the ESOP III - 2020,
amounting to more than 1% of the issued capital has
expressed their intention to sell their Equity Shares
allotted to them on exercise of options granted under an
employee stock option scheme within three months
after the date of listing of Equity Shares in the Offer.
Hence not applicable.

 

# As certified by B.B, & Associates, Chartered Accountants, by way of their certificate dated May 14, 2022.

* Excluding the options lying in the ESOP pool pending grant to the employees

## Certain options of our employees shall vest subject to achievement of defined performance criteria, i.e., upon our Company
achieving a target share price as mentioned in the grant letter of the employee. If the target share price is not achieved, the
options will get lapsed automatically

’ Pursuant to the issuance and allotment of bonus shares vide a resolution passed at the extra-ordinary general meeting dated
September 27, 2021 and sub-division of face value of equity shares pursuant to a resolution passed at the annual general meeting
dated September 29, 2021, appropriate adjustments were made to the outstanding options granted to the employees of the
Company under and in terms of the Delhivery Employees Stock Option Plan 2012, Delhivery Employees Stock Option Plan II,
2020, Delhivery Employees Stock Option Plan III, 2020, and such that the exercise price for all outstanding options as on the
relevant record date (vested and unvested options, including lapsed and forfeited options available for reissue) was
proportionately adjusted and the number of options which are available for grant and those already granted but not exercised as
on the relevant record date have been appropriately adjusted. Accordingly, number of options and shares are updated in the table
to factor in impact of bonus issue in the proportion of 9:1, i.e., nine equity shares of 210 each for every 1 equity share of 210
each, as approved by shareholders of the Company in the extra-ordinary general meeting dated September 27, 2021 and sub-

154
division of shares in the ratio of 10:1, as approved by shareholders of the Company in the annual general meeting held on
September 29, 2021.

ESOP IV 2021

The ESOP IV — 2021 was approved pursuant to a Board resolution dated September 24, 2021 and
shareholders’ resolution dated September 29, 2021. The ESOP IV — 2021 is in compliance with the SEBI
SBEBSE Regulations. As on the date of this Prospectus, our Company has granted 7,600,000 options
under the ESOP IV — 2021. Of the granted options, no options have vested and no options have been
exercised as on the date of this Prospectus. Further, 39,600,000 options are pending grant under ESOP IV
— 2021, as on the date of this Prospectus.

 

Particulars April 1, 2022 — till the date
Fiscal 2022 of this Prospectus *
Total options outstanding
(including vested and unvested
options) as at the beginning of the Nil 7,600,000
period

Total options granted during the

year/ period 7,600,000 -
Vesting Period (years) Time based vesting of 4 years and performance based vesting on criteria
Total options exercised Nil Nil

Exercise price of options in & 1.00 .

(as on the date of grant of options)

Options forfeited/lapsed/cancelled Nil Nil
Variation of terms of options NA NA
Money realized by exercise of Nil Nil

options (in % million)

Total number of — options 7,600,000 7,600,000
outstanding in force (excluding
options not granted)

Total options vested in each Nil Nil
Fiscal/ period

Options exercised (since Nil Nil
implementation of the ESOP

scheme)

Total number of Equity Shares 7,600,000 7,600,000

that would arise as a result of
exercise of granted options *
Description of the pricing formula
and the method and significant
assumptions used during the year
to estimate the fair values of
options, including weighted-
average information, namely,
risk-free interest rate, expected
life, expected volatility, expected
dividends, and the price of the
underlying share in market at the
time of grant of the option:

- Method of Valuation NA NA
- Expected Volatility (%) NA NA
- Dividend Yield (%) NA NA
- Average remaining contractual NA NA

life of the options outstanding at
end of the year (Years)

 

155,
 

Particulars

Risk free interest rate

Weighted average exercise prices
and weighted average fair value
of options whose exercise price
where:

a) Exercise price equals market
price on the date of grant

- Fair Value of options granted (2)

- Exercise Price (2)

Fiscal 2022

NA

NA

NA

NA

April 1, 2022 — till the date
of this Prospectus *
NA

NA

NA

NA

 

b) Exercise price greater than
market price on the date of grant

- Fair Value of options granted (2)

- Exercise Price (2)

c) Exercise price less than market

price on the date of grant

- Fair Value of options granted (®)

- Exercise Price (2)

Employee wise details of options

granted to:

(i) Key managerial personnel

- Sahil Barua

(i) Any other employee who
receives a grant in any one
year of options amounting
to 5% or more of the
options granted during the
year

(iii) Identified employees who
were granted _— options
during any one year equal
to or exceeding 1% of the
issued capital (excluding
outstanding warrants and
conversions) of our
Company at the time of
grant

Diluted earnings per share
pursuant to the issue of equity
shares on exercise of options in
accordance with IND AS 33
“Earnings Per Share’ (2)

Where our Company has
calculated the —_ employee
compensation cost using the
intrinsic value of the stock
options, the difference, if any,
between employee compensation
cost so computed and the
employee compensation
calculated on the basis of fair
value of the stock options and the
impact of this difference, on the
profits of our Company and on the
earnings per equity share of our
Company

Increase in loss for the year (2
million)

Revised EPS (2)

Not applicable.

NA

NA
NA
NA

1.00

7,600,000

NA

NA

NA

NA

NA

NA

NA

NA
NA

Nil

NA

NA

Not applicable.

NA

NA

 

156
13. Except as disclosed below, none of our Directors or their relatives have sold or purchased any equity
shares of our Company during the six months preceding the date of this Prospectus:

 

 

Sale/
Face value Purchase
— eee Number of per equity Price per a
equity shares share squity
(in) share percha
(in)
Directors/ Relatives of Directors
Sahil Barua Sale 63,600 1 400 November
18, 2021
Sahil Barua Sale 15,400 1 400 December 2,
2021
Sahil Barua Sale 1,000 z 400 December
10, 2021
Sahil Barua Sale 25,825, £ 400 December
16, 2021
Sahil Barua Sale 700 1 400 December
17, 2021
Sahil Barua Sale 15,000 1 400 December
29, 2021
Sahil Barua Sale 5,000 £ 400 December
31, 2021
Sahil Barua Sale 12,504 1 400 January 14,
2022
Sahil Barua Sale 23,773 £ 400 January 18,
2022
Sahil Barua Sale 51,800 1 400 January 19,
2022
Kapil Bharati Sale 80,800. 1 400 November
12, 2021
Kapil Bharati Sale 67,500 1 400 November
16, 2021
Kapil Bharati Sale 5,000 4 400 November
24, 2021
Garima Bharati* Purchase 5,000 1 400 November
24, 2021
Kapil Bharati Sale 4,100 £ 400 December 1,
2021
Kapil Bharati Gift (Transferor) 75,000 1 Nil December
30, 2021
Ada Bharati* Gift (Transferee) 75,000 1 Nil December
30, 2021
Sandeep Kumar Sale 9,700 1 400 November
Barasia 24, 2021
Sandeep Kumar Sale 2,300 1 400 December 3,
Barasia 2021
Sandeep Kumar Sale 5,600 1 400 December
Barasia 15, 2021
Sandeep Kumar Sale 2,300 1 400 January 7,
Barasia 2022

 

* Relative of Kapil Bharati

14. There have been no financing arrangements whereby our Directors or any of their relatives have
financed the purchase by any other person of securities of our Company during the six months
immediately preceding the date of filing of the Draft Red Herring Prospectus, the Red Herring
Prospectus and this Prospectus.

158
 

Particulars April 1, 2022 — till the date
Fiscal 2022 of this Prospectus ”
Impact on the profits and on the Not applicable, since our Company is already following the accounting
Earnings Per Share of the last policies specified in Regulation 15 of the SEBI SBEBSE Regulations i.e.
three years if the accounting as per Indian Accounting Standards
policies specified in the Securities
and Exchange Board of India
(Share Based Employee Benefits)
Regulations, 2014 or the SEBI
SBEBSE Regulations, as
applicable, had been followed, in
respect of options granted in the
last three years

Increase in loss for the year (& NA NA
million)
Revised EPS (2) NA NA

Intention of key managerial As on the date of this Prospectus, no key managerial personnel and whole-
personnel and —_whole-time time directors have exercised the options. Further, no key managerial
directors who are holders of personnel or whole-time directors have expressed their intention to sell
Equity Shares allotted on exercise _ their Equity Shares that are allotted on exercise of options granted under an
of options to sell their shares employee stock option scheme within three months after the listing of
within three months after the Equity Shares in the Offer. Hence not applicable.

listing of Equity Shares pursuant

to the Offer

Intention to sell Equity Shares As on the date of this Prospectus, no options have vested and hence no
arising out of the ESOP scheme or __ senior management personnel and employees have exercised the options.
allotted under an ESOP scheme

within three months after the

listing of Equity Shares by

directors, senior managerial

personnel and employees having

Equity Shares arising out of the

ESOP scheme, amounting to

more than 1% of the issued capital

(excluding outstanding warrants

and conversions)

 

# As certified by B.B, & Associates, Chartered Accountants, by way of their certificate dated May 14, 2022.
## Certain options of our employees shall vest subject to achievement of defined performance criteria, i.e., upon our Company
achieving a target share price as mentioned in the grant letter of the employee. If the target share price is not achieved, the
options will get lapsed automatically

* Excluding the options lying in the ESOP pool pending grant to the employees
Notes:

The 47,200,000 options under ESOP IV ~ 2021 have two vesting components: 25,000,000 options that are subject to time-
based vesting and 22,200,000 options that are subject to performance-based vesting. Of the 7,600,000 options that have
granted as on the date of this Prospectus under ESOP IV ~ 2021, 2,500,000 options are subject to time-based vesting and
5,100,000 options are subject to performance-based vesting. Further, of the 39,600,000 options that are yet to be granted
under ESOP IV ~ 2021 as on the date of this Prospectus, 22,500,000 options will be subject to time-based vesting and
17,100,000 options will be subject to performance-based vesting

The time-based vesting will start from the date of listing on a recognized stock exchange.

The performance-based vesting will unlock in three equal tranches upon achieving specified share prices. Once a tranche
has been unlocked, vesting would happen in two tranches of 50% each annually over two years.

4, The policy limit is 6 years and 9 months from the date of listing and the three specified target prices per share in respect of
the options corresponding thereto are required to be achieved in 4 years 9 months, 5 years 9 months and 6 years 9 months
respectively from listing, else the corresponding stock options will lapse.

wn

157
15.

16.

17.

18.

19.

20.

21.

22.

Our Company, our Directors, and the BRLMs have not entered into any buy-back arrangement for
purchase of the Equity Shares being offered through this Offer.

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 or transferred pursuant to the Offer shall be fully paid-
up at the time of Allotment.

None of the BRLMs and their respective associates (as defined under the SEBI (Merchant Bankers)
Regulations, 1992) hold any Equity Shares in the Company as on the date of this Prospectus.

Except for the options granted pursuant to the ESOP Schemes, there are no outstanding warrants,
options or rights to convert debentures, loans or other instruments into, or which would entitle any
person any option to receive Equity Shares of our Company, as on the date of this Prospectus.

No person connected with the Offer, including, but not limited to, our Company, the Selling
Shareholders, the members of the Syndicate, 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 the issue of Equity Shares pursuant to exercise of options granted under the ESOP Schemes,
there will be no further issue 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 filing
of the Red Herring Prospectus with SEBI until the Equity Shares have been listed on the Stock
Exchanges or all application monies have been refunded, as the case may be.

Except for the issue of Equity Shares pursuant to (i) the Fresh Issue, and (ii) exercise of options granted
under the ESOP Schemes, there is no proposal or intention, negotiations and consideration of our
Company to alter its capital structure by way of split or consolidation of the Equity Shares or issue of
Equity Shares or convertible securities on a preferential basis or issue of bonus or rights or further
public offer of such securities, within a period of six months from the Bid/Offer Opening Date.

The BRLMs, and any person related to the BRLMs or the Syndicate Member, cannot apply in the
Offer under the Anchor Investor Portion, except for Mutual Funds sponsored by entities which are
associate of the BRLMs, or insurance companies promoted by entities which are associates of the
BRLMs, or AIFs sponsored by entities which are associates of the BRLMs, or a FPI (other than
individuals, corporate bodies and family offices) sponsored by entities which are associate of the
BRLMs.

159
23. Our Company shall ensure that 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.

160
OBJECTS OF THE OFFER

Please note that the requirement and deployment of funds as indicated herein are based on our current business
plan, internal management estimates, prevailing market conditions and other commercial and technical factors,
including interest rates and other charges, and the financing and other agreements entered into by our Company,
and have not been appraised by any bank or financial institution. Please also see “Risk Factors — Our funding
requirements and the proposed deployment of net proceeds have not been appraised by any bank or financial
institution or any other independent agency and our management will deploy the Net Proceeds as per its
operational and business requirements. While our Company will receive proceeds from the Fresh Issue, it will
not receive any proceeds from the Offer for Sale” on page 39.

The Offer comprises a Fresh Issue of 82,152,503* Equity Shares, aggregating to 240,000 million by our
Company (the “Fresh Issue”) and an Offer for Sale of 25,364,585* Equity Shares, aggregating to 212,350
million by the Selling Shareholders. For details of the Selling Shareholders and their respective portion of the
Offered Shares, see “The Offer” on page 88.

*Subject to finalization of the Basis of Allotment.

Offer for Sale

The Selling Shareholders will be entitled to their respective portion of the proceeds of the Offer for Sale after
deducting their proportion of Offer expenses and relevant taxes thereon. Our Company will not receive any
proceeds from the Offer for Sale by the Selling Shareholders and the proceeds received from the Offer for Sale
will not form part of the Net Proceeds.

Fresh Issue

Net Proceeds

The details of the Net Proceeds are summarized in the table below.
(in million)

 

 

Particulars Estimated Amount
Gross proceeds of the Fresh Issue 40,000
Less: Offer expenses to the extent applicable to the Fresh Issue 1,297
(only those apportioned to our Company)’
Net Proceeds 38,703

 

@ See “= Offer Expenses” below.
Requirement of funds

We were the largest and fastest growing integrated logistics services player in India by revenue as of Fiscal 2021,
as per the RedSeer Report, which has been exclusively commissioned and paid for by us in connection with the
Offer. We provided logistics and supply chain solutions to a diverse base of 23,113 Active Customers (excluding
those serviced by Spoton) such as e-commerce marketplaces, direct-to-consumer e-tailers, enterprises and SMEs
across industry verticals such as FMCG, consumer durables, consumer electronics, lifestyle, retail, automotive
and manufacturing for the nine months period ended December 31, 2021. Our unique network structure, quality
of engineering, technology and data intelligence capabilities have helped us establish scale in all of our business
lines and exploit synergies across them. Our approach is to focus on investing in critical service elements and
IP-sensitive areas of our network while delivering services through a large number of network partners who own
the warehousing, freight (truckload or air) or first/last-mile assets that are deployed in our network. We have
made substantial investments in technology and data science capabilities to develop a logistics operating system
with more than 80 applications that connect our operators, infrastructure, partners and network assets. The self-
developed logistics operating system is at the core of our integrated logistics platform which combines our
physical operations and infrastructure with our technology systems. This has driven higher network utilization,
resulting in cost efficiency, while maintaining service speed and reliability and has enabled us to develop
customized solutions for our customers’ evolving business needs.

For the growth of our business, we need to continue to invest in the following: (a) building scale in existing
business lines and developing new adjacent business lines; (b) expanding our network infrastructure; and (c)

161
upgrading and improving our proprietary logistics operating system. We have made investments in these areas
in the past, and we expect these to continue to be critical for the growth of our business in the future.

Accordingly, our Company proposes to utilise the Net Proceeds towards the following objects (collectively,
referred to herein as the “Objects”):

1. Funding organic growth initiatives;
2: Funding inorganic growth through acquisitions and other strategic initiatives; and
3 General corporate purposes.

In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges,
including among other things, enhancement of our Company’s brand name among existing and potential
customers, retaining existing and attracting potential employees, and creation of a public market for the Equity
Shares in India.

Proposed schedule of implementation and deployment of Net Proceeds

The Company proposes to utilize the Net Proceeds in the manner set forth in the table below:

 

 

 

(in million)

S.No Particulars Total estimated amount / expenditure

1. Funding organic growth initiatives 20,000

(i) Building scale in existing business lines and developing new 1,600
adjacent business lines

(i) Expanding our network infrastructure 13,600

(iii) Upgrading and improving our proprietary logistics operating system 4,800

2. Funding inorganic growth through acquisitions and other strategic 10,000

initiatives
a; General corporate purposes 8,703
Total Net Proceeds 38,703

 

Since the amount of the Net Proceeds proposed to be utilized towards the objects mentioned in the table above
are not towards implementing any specific project, a year wise schedule of deployment of funds has not been
provided. We intend to deploy the Net Proceeds towards the objects mentioned in the table above over the next
four Fiscals from listing of the Equity Shares, in accordance with the business needs of our Company.

The requirement and deployment of funds as indicated above are based on our current business plan, internal
management estimates, prevailing market conditions and other commercial and technical factors, including
interest rates and other charges, and the financing and other agreements entered into by our Company, and have
not been appraised by any bank or financial institution. We may have to revise our funding requirements and
deployment from time to time on account of various factors, such as change in costs, financial and market
conditions, our management’s analysis of economic trends and our business requirements, ability to identify and
consummate new business initiatives, fund requirements in the operations of our subsidiaries and associates,
inorganic and geographic expansion opportunities, competitive landscape as well as general factors affecting our
results of operations, financial condition, access to capital, business and strategy and interest/exchange rate
fluctuations or other external factors, which may not be within the control of our management.

 

In case of any surplus after utilization of the Net Proceeds towards the aforementioned Objects, we may use such
surplus towards general corporate purposes, provided that the total amount to be utilized towards general
corporate purposes does not exceed 25% of the Net Proceeds in accordance with applicable law. In case of a
shortfall in raising requisite capital from the Net Proceeds towards meeting the aforementioned Objects, we may
explore a range of options including utilizing our internal accruals and seeking additional debt from existing and
future lenders. We believe that such alternate arrangements would be available to fund any such shortfalls.

  

See “Risk Factors — Our funding requirements and the proposed deployment of net proceeds have not been
appraised by any bank or financial institution or any other independent agency and our management will
deploy the Net Proceeds as per its operational and business requirements. While our Company will receive
proceeds from the Fresh Issue, it will not receive any proceeds from the Offer for Sale” on page 39.

162
Means of finance

The fund requirements for the Objects set out above are proposed to be funded from the Net Proceeds and our
internal accruals. Accordingly, we confirm that there are no requirements to make firm arrangements of finance
under Regulation 7(1)(e) of the SEBI ICDR Regulations through verifiable means towards at least 75% of the
stated means of finance, excluding the amount to be raised through the Fresh Issue.

Details of the Objects

1.

Funding our organic growth initiatives

We expect to utilize 20,000 million of the Net Proceeds towards funding organic growth initiatives. The
key factors which contribute to our organic growth, and towards which the Net Proceeds may be utilised,
include:

Building scale in existing business lines and developing new adjacent business lines

The organic growth investments in relation to ‘building scale in existing business lines’ are for initiatives
proposed to be undertaken by our Company to increase demand for its services, increase its market share
across business lines, and thereby increase its revenue scale. This includes:

e Investing in our Company’s sales and business development teams to grow wallet share with existing
customers, acquire new customers and increase penetration in new industries.

e Investing in hiring and training new employees and consultants to build teams to launch new services
and offerings, such as non-express PTL freight, domestic air-freight, intra-city distribution, freight
forwarding and temperature-controlled logistics as well as to launch adjacent offerings such as
financial services and distribution for FMCG/retail customers.

e — Growing the customer service and support teams for expanding customer base.

e Investing in setting up offices and building teams to enter international markets such as Bangladesh,
Sri Lanka and other emerging markets through technology and operational partnerships with local
players in these markets.

e Investing in marketing and promotional expenses to strengthen the “Delhivery” brand and attract
new customers to avail our existing and future services and promote our brand in new geographies
that we may enter. Our brand is well recognized for its express parcel service offering among large
enterprise customers. Over the years, as we have expanded into additional service offerings and
developed an integrated portfolio of supply chain services, we envisions the need to improve
visibility and awareness of our integrated capabilities to new enterprise and SME customers. This
will require us to undertake branding activities through online and offline channels. Further, as we
launch new business lines and enter new geographies, we will have to adequately invest in related
marketing of our services.

Our Company proposes to utilize an amount of 21,600 million towards building scale in existing business
lines and developing new adjacent business lines.

We continue to invest to gain scale and increase market share across business lines. We will continue to
invest in expanding wallet share with existing customers by designing customized and integrated supply
chain solutions for their specific needs and the industries in which they operate and introducing best
practices from our experiences with other clients. In addition, we intend to increase our penetration in
new industries like healthcare, distribution and agriculture, among others.

Our ability to collect, structure and analyse transaction data gives us a unique advantage in terms of
assessing the financial profile of various parties in the supply chain and thereby to explore offering
financial services to such parties. Similarly, we have the ability to combine our fulfilment, logistics and
payments processing expertise to simplify distribution for our customers in the FMCG and retail verticals.

We may also launch new services and capabilities such as traditional non-express PTL freight, domestic
air-freight, intra-city distribution, freight forwarding and temperature-controlled logistics to expand our
value proposition to existing and new customers. We will also continue to invest to expand our presence
in other international markets selectively and through capital-efficient, partnership-driven models. In
Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine months period ended December 31, 2021, our

163
investments in building scale in our business which included investments in sales and customer service
teams and marketing and promotional expenses were 2368.24 million, 3640.34 million, 3746.89 million
and 21,183.99 million, respectively.

We continue to invest in strengthening our sales and client experience teams by recruiting, retaining and
training personnel as well as equipping them with necessary technology. We propose to invest in
enhancing our brand identity through general advertising, marketing and branding initiatives on digital
and offline platforms.

We continue to invest to complete operational integration of Spoton with our infrastructure and
technology systems, enabling us to deepen synergies between our part truckload and express parcel
businesses, while also creating larger base volumes for our truckload freight exchange. Our PTL freight
service had volumes of 373,854 tonnes and 438,795 tonnes for Fiscal 2021 and for nine months period
ended December 31, 2021, respectively, while Spoton had volumes of 758,730 tonnes and 683,999 tonnes
for the respective periods.

Expanding our network infrastructure

The organic growth investments in relation to 'expanding our network infrastructure’ are for initiatives
proposed to be undertaken by our Company to build additional capacity and to improve operating
efficiency of the existing network through investments in automation and robotics technologies, in order
to meet growth in customer demand and deliver reliable services. This includes:

e — Expanding our Company’s transport and warehousing facilities at suitable locations to meet growth
in demand. We will incur investments in setup expenses, lease payments and other real-estate related
costs during the initial periods of operation for such facilities. Our Company added net 8.31 million
sq. ft. of transport and warehousing infrastructure during Fiscal 2020, Fiscal 2021 and the nine
months period ended December 31, 2021.

e Investing installation and upgradation of automated sorting equipment at various facilities such as
parcel sorters, bag sorters, weight and dimension profilers, etc.

e Investing in an advanced fleet of vehicles such as trucks and trailers to be able to provide more cost
efficient transportation services.

e Invest in future-ready hardware and technology solutions in our operations such as electric vehicles,
automatic guided vehicles for parcel sortation and material conveyance and customized “soft
robotics” or “exoskeleton” products to reduce fatigue for workers engaged in repetitive, labour
intensive tasks such as loading and unloading of trucks.

Under IndAS 116, the lease payments on facilities is capitalized.

Our Company’s contractual obligations in relation to lease payments for its various facilities as of
December 31, 2021 as follows:

 

 

Less a2 2-4 More Total
than 1 years years than 4
year years
(@ in million)
Lease 2,919.51 2,538.22 3,575.03 2,600.95 11,633.71
payments

 

The Company proposes to utilize an amount of 213,600 million towards expanding, upgrading and
automating the Company’s network and transport and warehousing infrastructure.

We offer integrated logistics services through a nation-wide network infrastructure that includes 122
gateways, 21 automated sort centres, 93 fulfilment centres, 35 collection points, 31 returns processing
centres, 244 service centres, 132 intermediate processing centres and 2,521 direct delivery centres as of
December 31, 2021, including Spoton’s 40 gateways and 138 service centres. Additionally, our
Company’s network of 1,209 partner locations combined with 205 locations operated by Spoton’s
business associates expand our reach and provide critical flexible capacity and redundancy.

164
iii.

We continue to invest in improving the operating efficiency of our network infrastructure to ensure
optimum service levels and cost effectiveness for our customers. The key costs we incur to operate our
network infrastructure include linehaul expenses, lease payments, facility and vehicle rental expenses,
on-roll and manpower expenses, utilities, consumables, among others. In Fiscal 2019, Fiscal 2020 and
Fiscal 2021 and the nine months period ended December 31, 2021, our investments in network
infrastructure which included investments in setting up facilities, incurring certain lease payments and
other lease related costs for the initial two years of operation of certain facilities (gateways and fulfilment
centres), investment in fleet and investments in automation of our network infrastructure were 2,338.01
million, 73,856.50 million, %3,563.65 million and 35,638.25 million, respectively.

We have, in the past, made significant investments in automation of our physical infrastructure. Our
expenditure for automation infrastructure (such as sorters and other equipment) for the Fiscal 2019, Fiscal
2020 and Fiscal 2021 and for the nine months period ended December 31, 2021 was 2192.91 million,
3376.24 million, 3178.96 million and 1,289.79 million, respectively. We also expect to incur costs in
relation to expanding capacity at existing automated sort centres, commissioning new sorters at strategic
locations and investing in portable automation to enhance capacity at collection and return centres and
intermediate processing centres. We will continue to invest to explore future-ready hardware solutions in
our operations, and accordingly intend to use a portion of the Net Proceeds towards this objective. For
instance, we are in the process of testing automatic guided vehicles for parcel sortation and material
conveyance and customized “soft robotics” or “exoskeleton” products to reduce fatigue for workers
engaged in repetitive, labour-intensive tasks such as loading and unloading. We have also commenced
the transition of some of our cargo and two-wheeler fleet to electric vehicles. In addition, we are also
testing UAV operations for specialized delivery use-cases and scaling up our capabilities in machine
vision. We will invest further in such technologies and solutions, subject to results of ongoing testing. We
cannot estimate the exact quantities of the equipment we may procure in the future and any amounts spent
on purchasing equipment will be at the discretion of our management.

We also continue to invest in growing and training our team of professionals with experience of setting
up and operating various elements of our network infrastructure.

Upgrading and improving our proprietary logistics operating system

Our proprietary logistics operating system, with over 80 technology applications through which we
provide various services to our customers, is the central orchestrating platform that governs end-to-end
transaction flows in our network. Our logistics operating system enables us to set up an interoperable and
flexible network by establishing common standards for data governance and information exchange, and
allowing multiple product teams to create generic, as well as custom/ purpose-built applications across
our various business lines. It also facilitates machine learning and artificial intelligence driven real-time
business decision making in our day-to-day operations.

We also continue to invest in machine learning and artificial intelligence capabilities which enable us to
solve several complex operational and network problems, such as maximizing vehicle utilization,
selecting appropriate delivery vehicles, predicting delays in real-time, identifying addresses with
precision and detecting frauds. We continuously upgrade and improve our logistics operating system in
order to improve efficiency and meet changing customer requirements and expectations. Additionally, we
intend to externalize our logistics operating system as a platform and as a SaaS offering by enabling other
LSPs, logistics-tech companies, enterprises, developer partners and our customers, in India and globally,
to build their own applications on top of our underlying operating system. This will require us to invest
in upgrading our technology platform and incur cost towards retaining and growing our team of engineers
and support staff who work on building and maintaining our system infrastructure. Our investments in
technology which comprised investments in team and other infrastructure for data intelligence,
proprietary logistics operating system, cyber security, hardware, software, cloud infrastructure, and data
science capabilities for the Fiscal 2019, Fiscal 2020 and Fiscal 2021 and for the nine month period ended
December 31, 2021 was 2943.61 million, 71,377.34 million, %1,701.66 million and = 2,418.03 million,
respectively.

We are continuously investing in growing our team of professionals including software and hardware
engineers, data scientists, machine learning engineers, machine vision domain experts, product managers
and product designers. We have set up technology development centres in Gurugram (Haryana),
Hyderabad (Telangana), Goa and Bangalore (Karnataka) in India and in Seattle in the United States, and
intend to add new centres in India and Europe, Middle East and Southeast Asia. As of December 31,

165
2021, we employed 505 professionals in the engineering, data sciences and product teams (excluding
Spoton) in India and at our overseas technology development centres.

Our historical investments may not be fully reflective of our future growth plans and new developments
and business trends may arise within our categories of offerings. Our organic growth strategy and
associated investments are and will continue to be subject to multiple internal and external factors,
including applicable business requirements, investments in newer technology infrastructure and platforms
and towards complementary and ancillary business offerings to compete effectively and to adapt to
changes in customer preferences and technological advancements. See “Risk Factors — Our past growth
rates may not be indicative of our future growth, and if we are unable to maintain our culture of
innovation, adapt to evolving customer demands and market trends, manage our growth or execute
our strategies effectively, our business, financial conditions, cash flows and prospects may be
materially and adversely affected” on page 59.

  

Funding inorganic growth through acquisitions and other strategic initiatives
We expect to utilize up to 710,000 million of the Net Proceeds towards funding inorganic growth through
acquisitions and other strategic initiatives.

In pursuit of our overall strategy to serve our customers effectively, we have undertaken investments,
acquisitions and other strategic initiatives which we believe have helped us in gaining scale and new
capabilities. For instance, we acquired Spoton in August 2021 to build further scale in our PTL freight
services business. Spoton delivered 758,730 tonnes and 683,999 tonnes of freight in Fiscal 2021 and nine
months period ended December 31, 2021, respectively, and has a network presence in 13,087 PIN codes
and had leased properties with 2.85 million sq. ft. of space across warehouses, gateways and service
centres in India as of December 31, 2021. As per the RedSeer Report, which has been exclusively
commissioned and paid for by us in connection with the Offer, post our acquisition of Spoton, our
combined business is the third largest PTL freight player in India in terms of revenue as of Fiscal 2021.

We have spent an aggregate amount of 719,973.12 million* on acquisitions and strategic initiatives in the
past five years (including the asset purchase from FedEx and TNT India Private Limited). The table below
summarizes the key acquisitions and strategic initiatives that we have undertaken in the past five years:

 

 

Ss. Name of the Year of Country of Purchase Mode of Acquisition rationale

No. targetentity/ acquisition incorporation consideration acquisition

entity from which of the target (in Z million)

the business/ asset entity

has been
purchased

1. Aramex India 2019 India 265.40 Asset =~ Expansion of —_ cross

Private Limited purchase border express service

and to enlarge our
customer base

 

2. Roadpiper 2020 India Business Building direct
Technologies transfer relationships with fleet
Private Limited owners for our truck load

business

3. Primaseller Inc. 2021 USA 35.00 Asset Acquisition of web

Transfer services business to
enhance services offered
to our _ enterprise
customers and for our
direct to consumer
business

4. FedEx Express 2021! India 1,864.27 Asset Expansion of cross
Transportation and purchase! border express service!
Supply Chain
Services (India)

Private Limited

5.  Spoton Logistics 2021 India 15,216.02 Share —_‘To strengthen capabilities

Private Limited purchase in the PTL market

 

166
 

S._ Name of the Yearof Countryof Purchase | ‘Modeof Acquisition rationale
No.  targetentity/ acquisition incorporation consideration acquisition

 

entity from which of the target (in Z million)
the business/ asset entity
has been
purchased
6. Transition 2021 USA 37.19* Asset To strengthen capabilities
Robotics, Inc. 2 purchase? _ in designing of unmanned
aerial vehicles
7. Falcon Autotech 2021 India 2,518.94 Share Investment to strengthen
Private Limited? purchase and capabilities in automation
share —_ technology
subscription?

 

“The purchase consideration was US$0.50 million. For purposes of calculating an INR amount, a currency exchange rate of
1USS=274.37 (as of November 17, 2021) has been assumed.

‘On July 15, 2021, we entered into (i) a pick-up, delivery and sales agent agreement and (ii) an asset purchase agreement with
FedEx. For details of these agreements, see “History and Certain Corporate Matters - Details regarding material acquisitions or
divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years" and “History
and Certain Corporate Matters — Key terms of other subsisting material agreements" on pages 249 and 252, respectively. For
further details, see “Our Business” on page 212.

? acquired by Delhivery Robotics LLC, one of our Subsidiaries.

3 Our Company holds 34.55% of the total share capital of Falcon, on a fully-diluted basis.

 

We continue to selectively evaluate potential targets for investments, acquisitions, and partnerships within
and outside India, that complement our product and service offerings, enable us to build new capabilities,
strengthen or establish our presence in our target markets, or enable us to gain access to technology. We
will, from time to time, seek inorganic opportunities that we believe fit well with our strategic business
objectives and intend to deploy a certain portion of the Net Proceeds towards such acquisitions. Post any
completion of such acquisitions or partnerships, we may also be required to incur costs related to
operational integration of the target entity with our infrastructure and technology systems in order to
deepen synergies between our businesses. The exact amount of Net Proceeds to be used for acquisitions
will be based on our management’s decision and is expected to provide us with sufficient financial
leverage to pursue such acquisitions.

We propose to utilize Net Proceeds in investments, acquisitions and strategic alliances in areas and
industries which are related to our business or complimentary to our business, which includes:

(i) Logistics and supply chain - this includes investments, acquisitions and strategic alliances
which will help us in building further scale in our existing service offerings, will enhance our
supply chain capabilities or help in access to high quality logistics infrastructure, manpower and
technology;

(ii) Hardware solutions - this includes investments, acquisitions and strategic alliances which will
help us improve the operating efficiency of our network infrastructure through automation,
amongst others;

(iii) Software solutions - this includes investments, acquisitions and strategic alliances which will
help us reinforce our current technology, and data science capabilities; and
(iv) Futuristic technology solutions - this includes investments, acquisitions and strategic alliances

which will enable us to gain access to new technologies that can enable us to improve the
operating efficiency of our network infrastructure and make our operations ready for the long-
term.
We will also explore investments, acquisitions and strategic alliances that will enable us to expand our
geographical presence outside of India and allow us to offer cross-border supply chain services to Indian
and international customers.

Rationale for investments, acquisitions and partnerships in future

Some of the criteria that we may consider when evaluating strategic investments, acquisitions and
partnerships include:

¢ strategic fit with our existing business lines;

167
e domain expertise and experience in the markets we operate in or wish to expand into;

¢ new capabilities to serve existing customers;

¢ expanding customer base;

e enhancement of our geographical reach in India and globally;

e strengthening of market share in existing markets;

° experienced and skilled team; and

© — compatibility/synergy with our ecosystem.

Investment process for investments, acquisitions and partnerships:

The typical framework and process followed by us for investments, acquisitions and partnerships involves
identifying suitable targets based on the criteria set out above, entering into requisite non-disclosure
agreements and conducting due diligence of the target entity. On satisfactory conclusion of the due
diligence exercise, we enter into definitive agreements to invest in or acquire the target based on the
approval of our Board and the shareholders, if required.

As on the date of this Prospectus, we have not entered into any definitive agreements towards any future

investments, acquisitions or partnerships strategic initiatives which we propose to fund from the Net
Proceeds.

 

Proposed form of investment and nature of benefit expected to accrue:

The criteria discussed above will also influence the form of investment for these potential investments,
acquisitions or strategic partnership prospects, i.e., whether they will involve equity, debt or any other
instrument (such as warrants, optionally convertible debentures or preference shares) or combination
thereof. At this stage, our Company cannot determine whether the form of investment will be equity, debt
or any other instrument (such as warrants, optionally convertible debentures or preference shares) or
combination thereof. The portion of the Net Proceeds used towards this object of the Offer is expected to
provide us with sufficient financial leverage to enter into binding agreements. We expect to gain from
investments, acquisitions and partnerships strategically in the form of upgrading and enhancing our
capabilities and market position, among others, as well as financially in the form of strengthening of our
financial profile and growth in value of investments, among others. In the event that there is a shortfall of
funds required for such strategic initiatives, such shortfall shall be met out of the portion of the Net
Proceeds allocated for general corporate purposes and/or through our internal accruals or other financing
or any combination thereof.

Size of Acquisition

 

The size of investment will be determined at the stage of the acquisition, by evaluating various factors,
such as the valuation of the target, shareholding percentage proposed to be acquired and our investment
objectives. We will undertake valuation of the target on the basis of its financial performance,
product/service adoption by its users, quality of technology, strength of team and synergy benefits, among
other factors.

General corporate purposes

The Net Proceeds will first be utilized towards the Objects as set out above. Subject to this, our Company
intends to deploy any balance Net Proceeds towards general corporate purposes and the business
requirements of our Company and our Subsidiaries, as approved by our management, from time to time,
subject to such utilization for general corporate purposes not exceeding 25% of the Net Proceeds from
the Fresh Issue, in compliance with the SEBI ICDR Regulations.

Such general corporate purposes may include, but are not restricted to meeting fund requirements which
our Company may face in the ordinary course of business, investment in our Subsidiaries and meeting

168
working capital requirements incurred in the ordinary course of business towards salaries and wages, rent,
administration expenses, and any other purpose as may be approved by the Board or a duly appointed
committee from time to time, subject to compliance with the necessary provisions of the Companies Act,
2013.

The allocation or quantum of utilization of funds towards the specific purposes described above will be
determined by our Board, based on our business requirements and other relevant considerations, from
time to time.

Offer related expenses

The total expenses of the Offer are estimated to be approximately up to 71,697.25 million. The expenses of this
Offer include, among others, listing fees, selling commission and brokerage, fees payable to the BRLMs, fees
payable to legal counsel, fees payable to the Registrar to the Offer, Escrow Bank(s) and Sponsor Bank(s) to the
Offer, processing fee to the SCSBs for processing application forms, brokerage and selling commission payable
to members of the Syndicate, Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising
and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the
Stock Exchanges.

Except for (a) the listing fees which shall be borne solely by our Company and (b) fees for counsel to the Selling
Shareholders which shall be solely borne by the respective Selling Shareholders, all Offer expenses will be shared
by our Company and the Selling Shareholders, in proportion to the number of Equity Shares issued and Allotted
by our Company through the Fresh Issue and the number of Equity Shares sold by each of the Selling
Shareholders respectively, through the Offer for Sale in accordance with section 28(3) of Companies Act. Any
such Offer expenses paid by our Company on behalf of the Selling Shareholders shall be deducted from the Offer
for Sale proceeds received by each Selling Shareholder (severally and not jointly) to the extent of their respective
proportion of Offer expenses.

The estimated Offer expenses are set forth in the table below.
(@ in million, unless otherwise specified)

 

 

‘Activity Estimated Asa%of Asa % of the
expenses* the total total Offer size
(up to) estimated
Offer
expenses
Fees payable to the BRLMs 1,047.00 61.69% 2.00%
Commission/processing fee for SCSBs, Sponsor Banks and
Bankers to the Offer. Brokerage, underwriting commission 0,
and selling commission and bidding charges for Members of ae AM BOBS:
the Syndicate, Registered Brokers, RTAs and CDPs(®)
Fees payable to the Registrar to the Offer 0.06 0.00% 0.00%
‘Advertising and marketing expenses 189.68 11.18% 0.36%
Fees payable to other advisors to the Offer
@ “Auditors” 57.90 3.41% 0.11%
(ii) Independent chartered accountant” 5.20 0.31% 0.01%
(ii) Industry expert* 9.45 0.56% 0.02%
Others
@ Listing fees, SEBI, BSE and NSE processing fees,
book building software fees and other regulatory 142.39 8.39% 0.27%
expenses;
(ii) Printing and distribution of stationery; 12.08 0.71% 0.02%
(iii) Fees payable to legal counsels; and 79.30 4.67% 0.15%
(iv) Miscellaneous 110.72 6.52% 0.21%
Total estimated Offer expenses 1,697.25 100% 3.24%

 

* Offer expenses exclude goods and services tax, where applicable. Offer expenses are estimates and are subject to change.

*The names, roles and responsibilities of the other advisors to the Offer are as follows:
@ Auditors: S.R. Batliboi & Associates LLP, the Statutory Auditors, has been engaged for purposes of audit and for providing
certain deliverables in connection with the Offer; B S R & Associates LLP, Chartered Accountants, has been engaged for
purposes of providing deliverables relating to Spoton Logistics Private Limited in connection with the Offer.

(ii) Independent Chartered Accountant: B.B. & Associates, Chartered Accountants, has been engaged to certify certain
information included in the Offer Documents.
(iii) Industry expert: RedSeer Management Consulting Private Limited is engaged to provide an industry report exclusively in

connection with the Offer.

169
@

2

Selling commission payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders and Eligible Employees which are
directly procured and uploaded by the SCSBs, would be as follows:

 

 

 

 

Portion for RIBs* 0.35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.20% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees Bidders* 0.20% of the Amount Allotted (plus applicable taxes)

 

 

 

* Amount Allotied 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 the Company and the Selling Shareholders to the SCSBs on the applications directly procured
by them.

Processing fees payable to the SCSBs of 10 per valid application (plus applicable taxes) for processing the Bid cum Application
Form for RIBs, Non-Institutional Bidders and Eligible Employees which are procured by the members of the Syndicate/sub-
Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking.

Brokerage, selling commission and processing/uploading charges on the portion for RIBs (using the UPI mechanism), Non-
Institutional Bidders and Eligible Employee 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 & 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* ).35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders*™ .20% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees * .20% of the Amount Allotted (plus applicable taxes)

 

 

 

* Amount Allotted is the product of the number of Equity Shares Allotied and the Offer Price.

The selling commission payable to the Syndicate / sub-Syndicate Members will be determined on the basis of the application form
number / series, provided that the application 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.

Uploading Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the
applications made by RIBs using 3-in-1 accounts/Syndicate ASBA mechanism and Non-Institutional Bidders and Eligible Employees
which are procured by them and submitted to SCSB for blocking or using 3-in-1 accounts/Syndicate ASBA mechanism, would be as
follows: 210 plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs and
CDPs.

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/ uploading charges payable to the Registered Brokers on the portion for RIBs, Non-Institutional Bidders and
Eligible Employees which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows:

 

 

 

Portion for RIBs* 20 per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* [°70 per valid application (plus applicable taxes)
Portion for Eligible Employees* |°70 per valid application (plus applicable taxes)

 

“Based on valid applications

Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as under:

 

‘Members of the Syndicate / RTAs / CDPs / 230 per valid application (plus applicable taxes)
Registered Brokers

 

 

 

 

Sponsor | Processing fees for applications made by UPI Bidders using the UPI mechanism @7 (plus applicable taxes) for each valid
Banks Bid cum application form*. The Sponsor Banks 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.

 

 

 

*Alll such commissions and processing fees set out above shall be paid as per the timelines in terms of the SyndicateAgreement and
the Cash Escrow and Sponsor Bank Agreement.

The processing fees for applications made by UPI Bidders may be released to the 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 02, 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.

Interim use of funds

Pending utilization for the Objects described above, we undertake to temporarily invest the funds from the Net
Proceeds only with scheduled commercial banks included in the second schedule of the Reserve Bank of India
Act, 1934, as amended. In accordance with Section 27 of the Companies Act, 2013, our Company confirms that
it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company
or for any investment in the equity markets.

170
Bridge loan

Our Company has not raised any bridge loans from any banks or financial institutions, which are proposed to be
repaid from the Net Proceeds.

Monitoring of utilization of funds

In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company has appointed Axis Bank
Limited as the Monitoring Agency for monitoring the utilization of Net Proceeds, as the Fresh Issue size exceeds
21,000 million. Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Net Proceeds
and the Monitoring Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR
Regulation, on a quarterly basis, until such time as the Net Proceeds have been utilised in full. Our Company
undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any
delay. Our Company will disclose and continue to disclose, the utilisation of the Net Proceeds, including interim
use under a separate head in its balance sheet for such fiscal periods as required under the SEBI ICDR
Regulations, the SEBI Listing Regulations and any other applicable laws or regulations, clearly specifying the
purposes for which the Net Proceeds have been utilized, till the time any part of the Fresh Issue proceeds remains
unutilised. Our Company will also, in its balance sheet for the applicable fiscal periods, provide details, if any,
in relation to all such Net Proceeds that have not been utilised, if any, of such currently unutilised Net Proceeds.
Further, our Company, on a quarterly basis, shall include the deployment of Net Proceeds under various heads,
as applicable, in the notes to our quarterly consolidated results. As our Company intends to utilize a portion of
the Net Proceeds towards potential acquisitions and strategic initiatives, details pertaining to which, as and when
the investment is undertaken, will be published on the website of our Company and will be disclosed to the Stock
Exchanges in accordance with Regulation 30 and Part A of Schedule III, of the SEBI Listing Regulations.

Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall on
a quarterly basis disclose to the Audit Committee the uses and application of the Net Proceeds. The Audit
Committee shall make recommendations to our Board for further action, if appropriate. Our Company shall, on
an annual basis, prepare a statement of funds utilised for purposes other than those stated in this Prospectus and
place it before our Audit Committee. Such disclosure shall be made only until such time that all the Net Proceeds
have been utilised in full. The statement shall be certified by the statutory auditors of our Company and such
certification shall be provided to the Monitoring Agency. Further, in accordance with Regulation 32(1) of the
SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement
indicating (i) deviations, if any, in the utilisation of the Net Proceeds from the Objects of the Offer as stated
above; and (ii) details of category wise variations in the utilisation of the Net Proceeds from the Objects of the
Offer as stated above.

Variation in Objects

In accordance with Sections 13(8) and 27 of the Companies Act, 2013, our Company shall not vary the Objects
unless our Company is authorized to do so by way of a special resolution of its Shareholders and such variation
will be in accordance with the applicable laws including the Companies Act, 2013 and the SEBI ICDR
Regulations. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution
shall specify the prescribed details and be published in accordance with the Companies Act, 2013.

Appraising entity

None of the Objects of the Fresh Issue for which the Net Proceeds will be utilized have been appraised by any
bank/financial institution.

Other confirmations
There are no material existing or anticipated transactions in relation to the utilization of the Net Proceeds with
any of our Directors or Key Managerial Personnel or our Group Company, and no part of the Net Proceeds will

be paid to our Directors or our Key Managerial Personnel, except in the ordinary course of business. Our
Company does not have any promoters or promoter group as on the date of this Prospectus.

171
BASIS FOR OFFER PRICE

The Price Band has been determined by our Company and the Selling Shareholders, in consultation with the
BRLMs, and the Offer Price has been determined by our Company, in consultation with the BRLMs, on the basis
of the Book Building Process and the quantitative and qualitative factors as described below. The face value of
the Equity Shares is 71 each and the Offer Price is 487 times the face value of the Equity Shares. Investors should
refer to “Risk Factors”, “Our Business”, “Restated Financial Statements” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” on pages 34, 212, 278 and 520, respectively,
to have an informed view before making an investment decision.

Qualitative Factors

Some of the qualitative factors which form the basis for the Offer Price are mentioned below:

Our competitive strengths are mentioned below:

SPNOURWNE

Rapid growth and extensive scale;

Our proprietary logistics operating system;

Vast data intelligence capabilities;

Our network design and engineering;

Our integrated portfolio of logistics services;

Strong relationships with a diverse customer base;

Extensive ecosystem of partners, enabling an asset-light business model and extended reach; and
Highly qualified professional team.

Some important factors that could impact our business, results include, but are not limited to the following:

1. History of losses and negative cash flows from operating, investing and financing activities and may

continue to experience losses and negative cash flows in the future;

. Reliance ona scaled, automated and unified network infrastructure, largely comprising our logistics and

transportation facilities, for our business operations;

. Disruptions to our logistics and transportation facilities;

. Our funding requirements and the proposed deployment of net proceeds have not been appraised by any

bank or financial institution or any other independent agency and our management will deploy the Net
Proceeds as per its operational and business requirements;

. Failure to attract and retain suitably qualified and skilled employees, or any labour unrest, labour union

activities or increases in the cost of labour or failure to comply with applicable labour laws;
Reliance on network partners and other third parties for certain aspects of our business;

Our ability to control costs and pass on any increase in operating expenses to customers, for our long-
term growth and competitiveness;

We have certain contingent liabilities which, if they materialize, may affect our results of operations,
financial condition and cash flows; and

High correlation of our business and growth with the growth of the e-commerce industry and more
generally, commerce in India

For further details, see “Risk Factors” and “Our Business” on pages 34 and 212, respectively.

Quantitative Factors

For further information, see “Financial Information” and “Other Financial Information” on page 278 and 510
respectively.

Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:

172
1. Basic and Diluted Loss per Share of face value of %1 each

 

 

 

Fiscal / period ended Basic (@) Diluted (2) Weight
March 31, 2021 (8.05) (8.05) 3
March 31, 2020 (5.22) (6.22) 2
March 31, 2019 (47.22) (47.22) 1
Weighted Average” (13.64) (13.64)

For the nine months period ended (15.36) (15.36)
December 31, 2021*
*Not annualised

#Weighted average = Aggregate of year-wise weighted loss per share divided by the aggregate of weights, i.e. {(loss per share
X weight) for each year}/ {Total weights}

Notes:

1. Basic and diluted earnings / loss per share: Basic and diluted earnings / loss per share are computed in accordance with
Indian Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended).

2. Subsequent to the nine months period ended December 31, 2021, 680,927 Equity Shares were allotted to employees pursuant
to exercise of stock options granted under the ESOP Schemes. For details, see “Capital Structure — Notes to Capital
Structure — History of Equity Share capital of our Company” on page 117. The impact of such allotments has not been
considered in calculation of the Basic and Diluted Loss per share for the nine months period ended December 31, 2021.

   

For further details and reconciliation, please see “Other Financial Information” on page 510.

 

 

 

 

 

 

 

 

 

Price/Earning (“P/E”) Ratio in relation to the Offer Price at 487 per Equity Share:
Particulars P/E at Offer Price
(no. of times)
Based on basic EPS NA*
Based on diluted EPS NA*
*NA: Not applicable since EPS is negative
Industry P/E ratio
Based on the peer group information (excluding our Company) given below in this section:
Particulars Industry P/E*
Highest 150.37
Lowest 66.88
Average 112.21
*The industry high, low and average has been considered from the listed logistic players provided later in this
section.
Return on Net Worth (““RoNW”)
Fiscal / Period ended RoNW (%) Weight
March 31, 2021 (14.66) 3
March 31, 2020 (8.48) 2
March 31, 2019 (52.63) 1
Weighted Average (Refer Note 2) (18.93)
Nine months period ended December 31, 2021* (14.90)
*Not annualised
Notes:

1. Return on net worth (%) is calculated as Restated loss for the year/ period divided by net worth as at the end of year/ period.

2. “Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the restated balance sheet,
but does not include reserves created out of revaluation of assets, capital reserve, write-back of depreciation and
amalgamation as on December 31, 2021, December 31, 2020, March 31, 2021, March 31, 2020 and March 31, 2019.

3. Weighted Average = Aggregate of product of year-wise Return on Net worth and respective assigned weight divided by the
aggregate weights, i.e., {(Return on Net Worth x Weight) for each year}/{ Total Weights}

4. For further details and reconciliation, please see “Other Financial Information” on page 510.

173
Net Asset Value (“NAV”)

 

 

 

Net Asset Value per Share @
As on March 31, 2021 54.79
As on December 31, 2021 93.19
After the Offer
At the Offer Price 137.87

Notes:

1. Net assets value per share (in 2): Net Asset Value per share represents Net Asset Value per equity and preference share. It
is calculated as Net Worth as of the end of relevant year/period divided by the number of equity and preference shares
outstanding at the end of the year/ period. The Net Asset Value per share disclosed above is after considering the impact of
bonus and sub-division of the issued equity shares and conversion of outstanding preference shares.

2. For further details and reconciliation, please see “Other Financial Information” on page 510.
Revenue from Sale of Services

We derive revenue from sale of services through various integrated logistics service offerings to our
customers, such as express parcel services, part truck load services, truck load services, supply chain
services and cross-border services as mentioned in the following table:

(in million)

 

 

For the nine For the nine For the year ended
Particulars months period months period gach 31, March Mace
ended ended December a ROMEO NTS
December 31, 31, 2020 : :
2021
Revenue from Express 29,587.59 18,830.38 25,505.15 19,288.56 13,730.73
Parcel services
Revenue from Part 8,639.64 2,770.08 3,841.61 2,306.50 1,402.21
Truck Load services
Revenue from Truck 1,853.34 1,327.44 2,141.29 3,659.33 -
Load services
Revenue from Supply 3,505.92 2,702.04 3,900.58 2,149.22 1,320.09
chain services#
Revenue from Cross 2,637.85 719.57 963.63 344.30 85.94
Border services
Others 6.22 1.01 2.12 0.34 -
Total 46,230.56 26,350.52 36,354.38 27,748.25 16,538.97

 

#Revenue from supply chain services includes revenue from warehousing services and revenue from end-to end
services.

Following table provides express parcel shipments and PTL Freight tonnage volume details:

 

 

For the nine For the year ended
For the nine months _ months period
Pare om period ended ended
oh December 31, 2021 December 31, | March31, March March 31,
2020 2021 31,2020 ©2019
Million
Express shipments shipments 406.51 207.27 289.20 224.55 148.49
PTL Tonnage Tonnes 438,795 235,585, 373,854 243,400 121,626

 

Further, Spoton delivered 758,730 tonnes and 683,999 tonnes of freight in Fiscal 2021 and nine months
period ended December 31, 2021, respectively.

Our Company operates in one business segment, i.e., logistics services.

Explanation for Growth in Revenue

174
Nine months period ended December 31, 2021 compared to nine months period ended December
31, 2020

Our revenue from express parcel services increased by 57.13% to %29,587.59 million for the nine
months period ended December 31, 2021 from 218,830.38 million for the nine months period ended
December 31, 2020 due to an increase in express parcel shipment volume by 96.13% to 406.51 million
parcels for the nine months period ended December 31, 2021 from 207.27 million parcels for the nine
months period ended December 31, 2020.

Our revenue from PTL services increased by 211.89% to 38,639.64 million for the nine months period
ended December 31, 2021 from 2,770.08 million for the nine months period ended December 31, 2020
due to an increase in freight volume by 86.26% to 438,795 tonnes for the nine months period ended
December 31, 2021 from 235,585 tonnes for the nine months period ended December 31, 2020, and the
consolidation of Spoton’s financials with ours beginning on August 24, 2021.

Our revenue from TL services increased by 39.62% to 21,853.34 million for the nine months period
ended December 31, 2021 from 21,327.44 million for the nine months period ended December 31, 2020
due to a decrease in TL trips for the nine months period ended December 31, 2021 on account of the
COVID-19 pandemic and related lockdown measures during the three months ended June 30, 2021 and
changes in our customer targeting strategy during that period.

Our revenue from supply chain services increased by 29.75% to %3,505.92 million for the nine months
period ended December 31, 2021 from %2,702.04 million for the nine months period ended December
31, 2020 due to an increase in the number of customers and volumes handled.

Our revenue from cross-border services increased by 266.59% to 22,637.85 million for the nine months
period ended December 31, 2021 from 2719.57 million for the nine months period ended December 31,
2020 due to increase in volumes handled.

Fiscal 2021 compared to Fiscal 2020

Our revenue from express parcel services increased by 32.23% to %25,505.15 million in Fiscal 2021
from 219,288.56 million in Fiscal 2020 due to an increase in express parcel shipment volume by 28.79%
to 289.20 million parcels in Fiscal 2021 from 224.55 million parcels in Fiscal 2020.

Our revenue from PTL services increased by 66.56% to 23,841.61 million in Fiscal 2021 from
22,306.50 million in Fiscal 2020 due to an increase in freight volume by 53.60% to 373,854 tonnes in
Fiscal 2021 from 243,400 tonnes in Fiscal 2020.

Our revenue from TL services decreased by 41.48% to 22,141.29 million in Fiscal 2021 from 23,659.33
million in Fiscal 2020 due to a decrease in TL trips in Fiscal 2021 on account of the COVID-19
pandemic and related lockdown measures in Fiscal 2021 during the three months ended June 30, 2020
and the three months ended March 31, 2021 and changes in our customer targeting strategy during that
period.

Our revenue from supply chain services increased by 81.49% to 33,900.58 million in Fiscal 2021 from
22,149.22 million in Fiscal 2020 due to an increase in the number of customers and volumes handled.
Our revenue from cross-border services increased by 179.88% to 2963.63 million in Fiscal 2021 from
3344.30 million in Fiscal 2020 due to an increase in volumes handled.

Fiscal 2020 compared to Fiscal 2019

Our revenue from express parcel services increased by 40.48% to 219,288.56 million in Fiscal 2020
from 213,730.73 million in Fiscal 2019 due to an increase in express parcel shipment volume by 51.22%
to 224.55 million parcels in Fiscal 2020 from 148.49 million parcels in Fiscal 2019. The shipment
volumes were impacted by the COVID-19 pandemic and related lockdown measures in Fiscal 2020
during the three months ended March 31, 2020.

 

I
Our revenue from PTL services increased by 64.49% to 22,306.50 million in Fiscal 2020 from
21,402.21 million in Fiscal 2019 due to an increase in shipment volume by 100.12% to 243,400 tonnes
in Fiscal 2020 from 121,626 tonnes in Fiscal 2019.

Our revenue from TL services was 23,659.33 million in Fiscal 2020. We launched TL services for third-
party customers in Fiscal 2020.

Our revenue from supply chain services increased by 62.81% to 32,149.22 million in Fiscal 2020 from
21,320.09 million in Fiscal 2019 due to an increase in the number of customers and volumes handled.

Our revenue from cross-border services increased by 300.63% to 2344.30 million in Fiscal 2020 from
%85.94 million in Fiscal 2019 due to an increase in volumes handled.

 

For further details, please see “Management’s Dis
Results of Operations” on page 520.

 

sion and Analysis of Financial Condition and

Summary of Total Income, Total Expenses, Restated Loss, Profit/(Loss) After Tax Margin,
EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin and ESOPs granted
and share based payment expense

(in % million, unless stated otherwise)

 

 

For the nine For the nine For the year ended
months period _ months period
Particulars ended ended March 31, March 31,
December 31, December 31, 2021 Mare 367020 2019
2021 2020
Total income Z ‘ 29,886.29 16,948.74
49,114.06 28,065.29 39 35991
Total expenses — 32,574.31 34,781.78
58,101.51 30,626.92 4y a7 04
Restated Loss for (8,911.39) (2,974.92) (4,157.43) (2,689.26) (17,833.04)
the period / year*
Profit/(loss) after (18.14)% (10.60)%  (10.83)% (9.00)% (105.22)%
tax margin
EBITDA (2,317.92) (889.99) (1,003.79) (1,720.47) (4,370.71)
EBITDA margin (4.82)% (3.37)% (2.75)% (6.19)% (8.29)%
Adjusted (348.01) (2,130.73) (2,532.83) (2,531.93) (1,876.44)
EBITDA
Adjusted (0.72)% (8.06)% (6.95)% (9.11)% (11.35)%
EBITDA Margin
ESOPs granted which are not part of Adjusted EBITDA margins calculation
Number of ESOPs 22,220,370 1,702,000 11,742,700 5,212,400 7,032,500
granted
Share based 2,168.41 420.72 723.12 488.05 379.44

payment expense

*Note: We had a non-cash fair value loss on financial liabilities at fair value through profit or loss of °14,806.64 million in
Fiscal 2019; Nil in Fiscal 2020; 91.95 million in Fiscal 2021; Nil for the nine months period ended December 31, 2020; and =
2,997.39 million for the nine months period ended December 31, 2021.

 

Our Company aims to foster a culture of ownership in our employees through its employee stock option
plans. Further, ESOPs are important for employee incentivisation and rewarding performance. The
aggregate number of options granted was 7,032,500 in Fiscal 2019, 5,212,400 in Fiscal 2020,
11,742,700 in Fiscal 2021 and 22,220,370 for the nine months period ended December 31, 2021, and
805,879 options thereafter until the date of this Prospectus. The increase in number of options granted
during the respective fiscals was on account of an increase in the number of employees from 7,683 as
of March 31, 2019 to 9,975 as of March 31, 2020, 11,791 as of March 31, 2021 and 15,392 as of
December 31, 2021, and on account of increase in our revenue from contracts with customers from
216,538.97 million in Fiscal 2019 to 227,805.75 million in Fiscal 2020, 736,465.27 million in Fiscal
2021 and 248,105.30 million for the nine months period ended December 31, 2021.

Following table provides information relating to Revenue from contracts with customers and certain
expenses heads.

176
(in ® million, except figures in percentage)

 

Particula

Sale of
Services
Revenue
from
services
(a)

Sale of
Goods
Revenue
from sale
of traded
groods
(b)
Revenue
from
Contract
with
Customer
s (a+b)
Freight
Handling
and
Servicing
Costs
Purchase
of traded
goods
Employee
Benefit
Expense
(Includin
g Share
based
payment
expenses)
Share
based
payment
expense
Employee
Benefit
Expense
excluding
Share
Based
Payment
Expense
Other
Expenses

Fiscal
2019

16,538.97

16,538.97

12506.83

3,446.39

379.44

3,066.95,

1,963.74

% of
Revenue
from
contracts

customer

100%

100%

75.62%

20.84%

2.29%

18.54%

11.87%

Fiscal
2020

27,748.25

57.50

27,805.75

21,837.96

57.69
4,908.94

488.05

4,420.89

2,721.63

% of
Revenue
from
contracts
with
customer
8

99.79%

0.21%

100%

78.54%

0.21%
17.65%

1.76%

15.90%

9.79%

Fiscal
2021

36,35
4.38

110.8

36,46
5.27

27,78
0.82

102.08
6,109.
23

723.1

5,386.

u

3,610.
49

% of
Revenu
e from
contrac
ts with
‘custome

1s

99.70%

0.30%

100%

76.18%

0.28%
16.75%

1.98%

14.77%

9.90%

For the
nine
months
period
ended
December
31, 2020
26,350.52

88.14

26,438.66

20,257.07

79.73
4,387.89

420.72

3,967.17

2,717.03

% of
Revenue
from
contracts
with
customers

99.67%

0.33%

10.00%

76.62%

0.30%
16.60%

1.59%

15.01%

10.28%

For the

December
31, 2021
46,230.56

1,874.74

48,105.30

34,786.36

1,750.22
9,726.30

2,168.41

7,557.89

4,225.95,

% of
Revenue
from
contracts
with
customers.

96.10%

3.90%

100.00%

72.31%

3.64%
20.22%

451%

15.71%

8.78%

 

We have significant operating leverage in our operations, and as the scale of our business grows further,
we expect to improve our profitability. For example, as our revenue from contracts with customers
improved from 216,538.97 million in Fiscal 2019 to 236,465.27 million in Fiscal 2021 and 248,105.30
million for the nine months period ended December 31, 2021, while during the same periods (i) our
other expenses as a percentage of our revenue from contracts with customers reduced from 11.87% in
Fiscal 2019 to 9.90% in Fiscal 2021 and 8.78% for the nine months period ended December 31, 2021,
and (ii) our employee benefit expense as a percentage of our revenue from contracts with customers
reduced from 20.84% in Fiscal 2019 to 16.75% in Fiscal 2021 but increased to 20.22% for the nine
months period ended December 31, 2021, and (iii) our fair value loss on financial liabilities at fair value
through profit or loss decreased from 89.53% in Fiscal 2019 to 0.25% in Fiscal 2021 and increased to
6.23% for the nine months period ended December 31, 2021. As a result, as a percentage of our revenue
from contracts with customers, our restated losses improved from 107.82% in Fiscal 2019 to 11.40% in

177
Fiscal 2021 and 18.52% for the nine months period ended December 31, 2021. Our total income
increased from 216,948.74 million in Fiscal 2019 to 229,886.29 million in Fiscal 2020 and to
238,382.91 million in Fiscal 2021, and to 249,114.06 million for the nine months period ended
December 31, 2021. Our fair value loss on financial liabilities at fair value through profit or loss as a
percentage of revenue from contract with customers was 89.53%, nil, 0.25%, nil, and 6.23% in Fiscal
2019, Fiscal 2020, Fiscal 2021 and the nine months period ended December 31, 2020, and December
31, 2021, respectively. Our profit/(loss) after tax margin improved from (105.22)% in Fiscal 2019 to
(9.00)% in Fiscal 2020 and decreased slightly to (10.83)% in Fiscal 2021 and to (18.14)% in the nine
months period ended December 31, 2021. Our EBITDA margin improved from (8.29)% in Fiscal 2019
to (6.19)% in Fiscal 2020 and to (2.75)% in Fiscal 2021, while declining to (4.82)% in the nine months
period ended December 31, 2021. Our Adjusted EBITDA Margin has improved from (11.35)% in Fiscal
2019 to (6.95)% in Fiscal 2021 and (0.72)% for the nine months period ended December 31, 2021. This
was partially offset by continued investments in our platform due to the rapidly increasing demand for
our services and disruptions caused by COVID-19 for the nine months period ended December 31,
2021. For computation of Adjusted EBITDA, please see “Other Financial Information” on page 510.

We have incurred restated loss in the period mentioned in the above table.

For further details, please see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 520.

Comparison with Listed Industry Players

The integration of our proprietary technology platform with our physical network and its operations
enables us to provide comprehensive supply chain solutions to a wide range of customers. We provide
a full range of logistics services, including express parcel delivery, heavy goods delivery, PTL freight,
TL freight, warehousing, supply chain solutions, cross-border express and freight services and supply
chain software, along with value added services such as e-commerce return services, payment collection
and processing, installation and assembly services and fraud detection. This differentiates us from other
listed logistics companies in India whose business may be considered to be similar to some of our
service offerings. Following is the comparison with certain logistics players listed in India:

 

 

Total income for Face EPS

Name of the company FY 2020-21(@in value P/E (Diluted) Returnonnet NAV per
Sain} ie ie worth (%) share (@)

‘Company* 38,382.91 1 _NA* (8.05) (14.66) 54.79
Listed logistics players
Blue Dart Express Ltd 32,923.60 10 150.37 42.91 17.08 249.48
TCI Express Ltd 8,516.40 ie 66.88 26.15 23.12 112.89
Mahindra Logistics Ltd 32,811.90 10 119.39 4.16 5.05 79.65,

 

* Financial information of the Company has been derived from Restated Financial Statements
# NA: Not applicable since EPS is negative

Notes for the data for listed logistics players:

(1) All the financial information for the listed logistics players mentioned above is on a consolidated basis (unless otherwise
available only on standalone basis) and is sourced from the annual reports for the year ended March 31, 2021.

(2) PE Ratio for the listed logistics players has been computed based on the closing market price of equity shares on NSE as on
April 18, 2022, divided by the Diluted EPS

(3) Return on Net Worth (%) = Net Profit after Tax divided by Net worth as of March 31, 2021. Net worth represents the equity
share capital, other equity and non-controlling interest (if any)

(4) Net Assets Value per share (in 2): Represents Net Asset Value per equity and preference share. It is calculated as Net Worth
as of the end of relevant year/period divided by the number of equity and preference shares outstanding at the end of the year/
period

(5) Certain domestic listed players mentioned in the RedSeer Report and mentioned in point 1 below i.e. VRL Logistics, Gati and
TCI are not included in the table above. This is primarily due to differences in our business profile which is asset light with a
focus on express transportation of parcels and freight. Further, one of the companies had a recent change in ownership and
associated corporate restructuring.

The trading price of the Equity Shares could decline due to the factors mentioned in the section titled
“Risk Factors” on page 34 and any other factors that may arise in the future and you may lose all or
part of your investments.

The Offer Price of 487 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 and was
justified in view of the above qualitative and quantitative parameters. Investors should read the above

178
mentioned information along with “Risk Factors”, “Our Business”, “Financial Information” and
“Other Financial Information” on pages 34, 212, 278 and 510, respectively, to have a more informed

view.

The following provides a comparison of our Company with certain listed players in the logistics sector

in India:

1. As per the Redseer Report, which has been exclusively commissioned and paid for by us in connection with
the Offer, the following table includes a comparison of the logistics services provided by us and an indicative

list of listed players.

 

Indicative Set of

 

Listed Players us China India
ZTO Express, Best Logistics,
Express Parcel 7 JD Logistics, SF Holdings, .
Delivery FedEx, UPS, USPS, Amazon y-r9 Fynress, STO Express, Delhivery, Blue Dart

Part Truck Load

FedEx, UPS, XPO Logistics,
Old Dominion, SAIA
FedEx, UPS, Knight Swift

Yunda
ZTO Express, Best Logistics,
Deppon Logistics

Best Logistics, SF Holdings,

Delhivery, VRL Logistics,
TCI Express, Gati

Delhivery, TCI, VRL

Truckload Logistics, J.B. Hunt, Werner Full Truck Alliance Logistics
Enterprises

Supply Chain 3 ss wee - Delhivery, Mahindra

Sanvices UPS, GXO Logistics, FedEx JD Logistics, Best Logistics Lagistics, DEL Supply Chath

 

Notes: (1) All players mentioned in the table above, other than Delhivery, are either listed or are unlisted subsidiaries of listed MNCs
Source(s): RedSeer Research

2. We believe that we are differentiated from other listed logistics players in India as we provide a full range of
integrated logistics services (as in the table above) including express parcel delivery, heavy goods delivery,
part truck load freight, truckload freight, warehousing, supply chain services, cross border express and freight
services and supply chain software, along with value added services such as e-commerce return services,
payment collection and processing, installation and assembly services and fraud detection. Further, our
network structure, quality of engineering and technology and data intelligence capabilities have helped us
establish scale in all of our business lines and ensure synergies across them. Following is the comparison of
our Company with certain listed logistics players in India:

 

 

Revenues PAT for Rent
Enterprise Revenue PAT onNet Annualized
Name of Petes value(EV) *™F8l “caGR Fiscal’ Profit(less) GaGR Worth Revennes EV! F¥22
an capitalization "fy 2021 pyig, 202 aftertax feyig. “for forivcat —Antualized
pany @in million) Oh @in Gin margin Revenues
nm) 21) 21) ‘Fiscal 2022
million) million) DOL
Blue Dart
Express 1,53,097.38 1,62,391.68 32,881.30 1.78 1,018.10 3.09 650 17.08 43,261.07 3.75x
Limited
we 67,326.05 66,511.65 8,439.90 (9.20) _—1,006.00 11.81 17.52 23.12 10,443.87 6.37x
Mahindra
Logistics 35,695.04 36,619.64 32,637.20 (7.94) 287.90 088 © (42.27) 5.05 40,138.00 © O91x
Limited
Delhivery
Limited 296,516.46 36,465.27 48.49 (4,155.37) (10.83) NM (14.66) 64,140.40 4.62
352,832.16
(Consolidated)

 

NM = Negative margins
Notes to the table:

Source: All the financial information for listed industry players mentioned above is on a consolidated basis (unless otherwise available
only on standalone basis) and is sourced from their respective annual reports.

(1) Market Capitalization has been computed by multiplying number of shares as per latest shareholding pattern uploaded on BSE
with closing market price as of April 18, 2022 from NSE.

(2) Enterprise Value (EV) has been computed based on the closing market capitalization of equity shares on April 18, 2022 and post
adding Net Debt. Net Debt for listed players has been taken from financials as of September 30, 2021 uploaded on BSE website. It
is computed as (i) an addition of short term borrowings, long term borrowings, short term lease liabilities and long term lease
liabilities and (ii) reduced by cash and cash equivalents, bank balances other than above and current investments. In addition to (ii)

179
above, for our Company (on a consolidated basis) we have also reduced non-current investments, margin money deposits and
deposits with original maturity for more than 12 months. To compute EV for our Company, Net Debt as of December 31, 2021 will
be considered.

3) Profit/(loss) after tax margin is computed as Profit/(loss) After Tax (PAT) divided by Total Income.

(4) Revenues for Fiscal 2022 have been computed by annualizing revenues for nine months ended December 31, 2021 as uploaded
on BSE.

(S) Enterprise Value (EV)/ FY22 Annualized Revenues has been computed based on the closing market capitalization of equity
shares on April 18, 2022 and post adding Net Debt and the whole number is divided by the Fiscal 2022 Annualized Revenues.

(6) Certain domestic listed players mentioned in the RedSeer Report and mentioned in point 1 above i.e. VRL Logistics Limited, Gati
Limited and TCI are not included in the table above. This is primarily due to differences in our business profile which is asset light
with a focus on express transportation of parcels and freight. Further, one of such listed companies had a recent change in ownership
and associated corporate restructuring.

(7) Market Capitalization, Enterprise Value (EV) and EV/FY22 Annualized Revenues have been calculated based on Offer Price of
2487 per Equity Share.

Further, as per the Redseer Report, which has been exclusively commissioned and paid for by us in
connection with the Offer, the following table provides a summary of certain key performance indicators of
certain listed logistics companies, during Fiscal 2019, Fiscal 2020 and Fiscal 2021:

180
 

Pincode
reach

‘Manpowe
r

Area
under
managem
ent

 

 

14,00
0+
pinco
des

13,00

O+

14,00
O+
pinco
des

12,00

O+

14,00
O+
pinco
des

12,00

Or

14,00
O+
pinco
des

12,00
O+

 

~40,000
pickup
and
delivery
points
~95%

pincodes

3,000+

40,000
pickup
and
delivery
points
95%
pincodes

3,000+

40,000
pickup
and
delivery
points
95%+
pincodes

~3,000

40,000
locations

3,000+

181

 

17,840

15+
million
(mn)
square
feet (sq.
ft) of
warehousi
ng space

17,000

17,067

16 million
(mn)
square
feet (sq.
ft) of
warehousi
ng space
spread
across our
pan-India
network
of multi-
user built-
to-suit
warehouse
s,
stockyards
, hetwork
hubs and
cross-
docks

21,000+

18,649

17+mn

sqft of
warehou
sing
space
spannin
g the
pan-
India
network
of
multiuse
r
warehou
ses,
built-to-
suit
warehou
ses,
stockyar
ds,
network
hubs,
and
cross-
docks.

Additio

nal 4Mn

+ sqft of

warehou
sing
space

contract

ed

 

13,485

28,830

5.96
million
(Mn)
aquare
feet (sq
fo)

15,875

40,416

9.85
million
(Mn)
square
feet (sq
ft)

16,677

53,086

12.23
million
(Mn)
square
feet (sq
fy)

17,488

86,184

14.27
million
(Mn)
square
feet (sq
ft)

 
 

 

Paramete
rs

Number
of
Customer
s

Fleet

Number
of
facilities
(include
‘warehous
es, sorting
centers
etc)

 

FY19

1112 —

2+
vehicl
es
13,00
O+
driver
s
6
Boein
g 757-
200
freigh
ter
aircra
ft

1,665
facilit
ies
and
hubs

Blue Dart Express Ltd.
FY20 FY21
22,33

6
vehicl 11,12
es 2
12,00 vehicl
0+ es
driver 6
s  Boein
6 g757-
Boein 200
g757-  freigh
200 ter
freigh  aircraf
ter t
aircraf
t
2,173 2,113
faciliti  faciliti
esand es and
hubs hubs

6M,

_-FY22

11,10
O+
vehicl
es
6
boein
g 757-
200
freight
er
aircraf
t

2,100
+

faciliti
es

 

‘TCI Express Ltd
FY19 FY20 FY21
5,000 5,000 5,000
container container container
ised ised ised
vehicles vehicles _ vehicles
sorting sorting sorting
centers centers centers
800+ 800+
700
branch branch
branch
: setups setups
offices ; ;
pan India pan India

9M, FY22

5,000
container
ised
vehicles

28
sorting
centers

850+
branches

 

FY19

300+
customers

75+
Stockyard

s
In-factory
stores and
line-feed
at over 50
manufactu
ring
locations

Mahindra Logistics Ltd
FY20 FY21
300% 300+

custome
customers

1s
10,000+ eee

Vehicles :
aeplaves deploye

"Y — devery
month
month
In-
factory
stores

In-factory and
storesand
: line-
Tine-feed gaat at
at over 50
manufactu over:
; 50+
ring

‘ manufac
locations | "Wn
35 hub "8

: location

locations 2
50+
Hicxyats | OOF

hubs
200+
50+stoc
warehouse

: kyards

250+
warehou
ses

9M,
FY22
300+
custome
rs

5,500+
vehicles
deploye
dper
day

50+
hubs

 

FY19

4,867

Active

Custom
ers

73
gateway
s

FY20

7,957
Active
Custome
Ts

83
gateway
s

16,741
Active
Custom
ers

88
gateway
s

| 9MFY2

23,113

Active

Custom
ers

50,000+

registere
d
vehicles

82
gateway
s

 

182

 
( Since data pertaining to Blue Dart Express Ltd has not been disclosed in the filings for 9MFY22 / as of December 2021, we have provided the latest data

© Includes permanent employees and contractual workers (excluding daily wage manpower and security guards and Spoton) as of the last day of the period, as well as last mile delivery agents in the last month of the
period.

The information above in respect of third parties has been included based on their respective annual reports and investor presentations available in the public domain. Accordingly, while due
care and caution has been undertaken in replicating information from such annual reports and investor presentations, the reliability, accuracy and completeness thereof, and underlying
assumptions thereto and methodology of calculation, cannot be verified. These companies may disclose additional operational information from time to time as appropriate in respect of their

business and operations. The comparison is not a recommendation to invest/ disinvest in any entity, including our Company, and should not be construed as investment advice within the meaning
of any law or regulation, or used as a basis for any investment decision.

183
3.

Industry EV/FY22 Annualized Revenue ratio

Based on the peer group information (excluding our Company), the Industry EV/FY22 Annualized

Revenue ratio is given below:

 

Particulars Industry
EV/FY22
Revenue*

 

Highest 6.37
Lowest 0.91
Average 3.68

 

“The industry high, low and average has been considered from the listed logistic players provided above in this
section.

Justification for Basis of Offer price

@

Gi)

(iii)

(iv)

(vy)

(vi)

(vii)

We were the largest, fully integrated logistics services player in India by revenue as of Fiscal 2021,
according to the RedSeer Report, which has been exclusively commissioned and paid for by us in
connection with the Offer. In Fiscal 2021, our revenue from contracts with customers was 236,465.27
million.

We were the fastest growing fully-integrated logistics services player in India by revenue as of Fiscal
2021, according to the RedSeer Report, which has been exclusively commissioned and paid for by us
in connection with the Offer. Our revenue from contracts with customers has grown from 216,538.97
million in Fiscal 2019 to 236,465.27 million in Fiscal 2021, or a CAGR of 48.49%. Our revenue from
contracts with customers for the nine months period ended December 31, 2021 was 248,105.30
million.

We operate a pan-India network and provide our services in 17,488 PIN codes, as of December 31,
2021. We have built an asset-light business model that has enabled us to scale up volumes rapidly,
with lower fixed costs and greater flexibility. In Fiscal 2021, we fulfilled over 289.20 million express
parcel orders, carried 373,854 tonnes of PTL freight, processed 47.37 million orders through our
fulfilment centers and completed more than 46,878 truckload movements. We have achieved this
substantial scale in just 10 years since we began operations.

We provide a full-range of logistics services, including express parcel delivery, heavy goods delivery,
PTL freight, TL freight, warehousing, supply chain solutions, cross border express and freight services
and supply chain software, along with value added services such as e-commerce return services,
payment collection and processing, installation and assembly services and fraud detection. Our
network structure, quality of engineering and technology and data intelligence capabilities have helped
us establish scale in all of our business lines and ensure synergies across them.

Our team of 505 engineering, data sciences and product professionals (excluding Spoton), as on
December 31, 2021, has built proprietary technology and data intelligence systems that enable us to
offer integrated logistics services to a wide variety of customers. Our technology stack consists of
more than 80 applications that encompass all supply chain processes. We collect, structure, store and
process vast amounts of transaction and environmental data to guide real-time operational decision
making.

We have made the highest investments in technology and automation and have built the largest
technology team of engineers, developers and data scientists, amongst independent e-commerce
focused logistics players, as per the RedSeer Report, which has been exclusively commissioned and
paid for by us in connection with the Offer.

We served a diverse base of 23,113 Active Customers (excluding those serviced by Spoton) across e-
commerce, consumer durables, electronics, lifestyle, FMCG, industrial goods, automotives,
healthcare and retail, for the nine months period ended December 31, 2021. Our service quality, reach
and efficiency, coupled with deep integration with customers’ ERP systems and business processes
have led to customer stickiness.

184
(viii) Our experienced team has driven service excellence and industry-first innovations that have enabled
us to gain market leadership in a short span of time.

Investors should read the above mentioned information along with “Risk Factors”, “Our Business”,
“Financial Information” and “Other Financial Information” on pages 34, 212, 278 and 510,
respectively, to have a more informed view.

Further, investors should note the following:

i) Industry composite EV/FY 2022 Annualized Revenue multiple is 3.68 times while our multiple will be
at premium of 4.62 times at the Offer Price.

ii) Last allotment was done at 2380 on September 2, 2021 at an EV/FY 2021 Revenue multiple of 6.20
times. The EV/ FY 2022 Annualized Revenue multiple was 4.62 times at the Offer Price.

iii) The acquisition of Spoton Logistics Private Limited was done at EV/ FY 2022 Annualized Revenue
multiple of 2.02 times while our multiple will be at premium of 4.62 times at the Offer Price.

Our recent equity issuances

On September 2, 2021, we allotted 146,961 compulsorily convertible preference shares at issue price of
%38,000 per share of face value 2100 (“Series I Preference Shares”), for further details, see “Capital
Structure - Notes to Capital Structure — Preference share capital history of our Company” on page 131.
As a result of the bonus issuance on September 27, 2021 and split of the face value of the equity shares on
September 29, 2021, 146,961 Series I preference shares of face value 2100 were converted into 14,696,100
Equity Shares. For further details, see “Capital Structure — Notes to Capital Structure — Equity share
capital history of our Company” on page 117. The effective issue price per preference share for this issuance
translates to 2380 per share. For further details, please see “Capital Structure — Notes to Capital Structure
~ Share capital History — History of Equity Share Capital of our Company” on page 131.

We have raised capital in the past from time to time through issuance of equity shares as well as preference
shares to global and domestic institutional and strategic investors. For further details, see “Capital Structure
— Notes to Capital Structure — Equity share capital history of our Company” and “Capital Structure -
Notes to Capital Structure — Preference share capital history of our Company” on pages 117 and 131,
respectively. At the time of investment, the institutional and strategic investors undertook their independent
evaluation of the Company based on their own investment mandates and potentially valued the prospects
using various methodologies based on their estimated expected trajectory of our business.

The Price Band was 2462 per Equity Share to 487 per Equity Share. The Price Band was 1.22 times to 1.28
times to the effective issue price of 2380 per share for Series I Preference Shares.

185
STATEMENT OF SPECIAL TAX BENEFITS

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA

The Board of Directors

Delhivery Limited (formerly known as Delhivery Private Limited)
Plot 5, Sector 44

Gurugram 122002

Haryana, India

Dear Sir / Madam,

Statement of Special Tax Benefits available to Delhivery Limited (formerly known as Delhivery Private
Limited) and its shareholders under the Indian tax laws

=

We hereby confirm that the enclosed Annexure | to 2 (‘Annexures’), prepared by Delhivery Limited
(formerly known as Delhivery Private Limited) (the “Company”), provides the special tax benefits available
to the Company and to the shareholders of the Company under the Income-tax Act, 1961 (the “Act”) as
amended by the Finance Act 2021, i.e. applicable for the Financial Year 2021-22 relevant to the Assessment
Year 2022-23; the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act,
2017 (“GST Act”), the Union Territory Goods and Services Tax Act, 2017, respective State Goods and
Services Tax Act, 2017 (read with respective State Goods and Services Tax Rules, circulars, notifications),
the Customs Act, 1962 (“Customs Act”), the Customs Tariff Act, 1975 (“Tariff Act”) and the Foreign Trade
(Development and Regulation) Act, 1992 (read with the Foreign Trade Policy 2015-2020 (“FTP”), as
amended presently in force in India (together, the “Tax Laws”). Several of these benefits are dependent on
the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax
Laws. Hence, the ability of the Company and its shareholders to derive the tax benefits is dependent upon
their fulfilling such conditions which, based on business imperatives the Company faces in the future, the
Company or its shareholders may or may not choose to fulfil.

ad

The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents
stated is the responsibility of the Company’s management. We are informed that this 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 offer of the equity
shares of the Company (“IPO”).

3. We do not express any opinion or provide any assurance as to whether:
i) _ the Company or its shareholders will continue to obtain these benefits in future;
ii) _ the conditions prescribed for availing the benefits have been / would be met with; and
iii) _ the revenue authorities/courts will concur with the views expressed herein.
4. The contents of the enclosed statement are based on information, explanations and representations obtained
from the Company and on the basis of their understanding of the business activities and operations of the

Company.

5. This Statement is issued solely in connection with the proposed IPO and is not to be used, referred to or
distributed for any other purpose.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogesh Midha

186
Partner
Membership Number: 094941

UDIN: 21094941 AAAAEH5420
Place of Signature: New Delhi
Date: November 1, 2021

187
ANNEXURE 1

THE STATEMENT OF SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY AND
SHAREHOLDERS OF THE COMPANY

DIRECT TAXATION

Outlined below are the Special tax benefits available to the Company and its Shareholders under the Income-tax
Act, 1961 (‘the Act’) as amended by the Finance Act 2021, i.e. applicable for the Financial Year 2021-22 relevant
to the Assessment Year 2022-23,

A. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY
There are no special tax benefits available to the Company.
B. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS

(1) As per Section 112A of the Income-tax Act, 1961 (‘the 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 10% (without
indexation) of such capital gains subject to fulfilment of prescribed conditions under the Act as well as per
Notification No. 60/2018/F. 0.370142/9/2017-TPL dated 1 October 2018. It is worthwhile to note that tax
shall be levied where such capital gains exceed  1,00,000.

(2) Section 112 of the Act provides for taxation of long-term capital gains.

In case of a domestic company/ resident, amount of income-tax on long-term capital gains arising from the transfer
of a capital asset shall be computed at the rate of 20%.

In case of non-resident (not being a company) or a foreign company, the amount of income-tax on long-term
capital gains arising from the transfer of a capital asset (being unlisted securities or shares of a company not being
a company in which the public are substantially interested) shall be calculated at the rate of 10% without giving
effect to the first and second proviso to section 48.

Further, where the tax payable is payable in respect of any income arising from the transfer of a long-term capital
asset, being listed securities (other than a unit) or zero coupon bond, then such income will be subject to tax at the
rate of 10% of the amount of capital gains before giving effect to the provisions of the second proviso to section
48.

(3) As per Section 111A of the 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 15% subject to fulfilment of prescribed
conditions under the Act.

Except for the above, the Shareholders of the Company are not entitled to any other special tax benefits under the
Act.

Notes:

1. The above statement of Direct Tax benefits (“Statement”) sets out the special tax benefits available to the
Company and its shareholders under the current tax laws presently in force in India.

2. This 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, 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 issue.

3. This Statement does not discuss any tax consequences in the country outside India of an investment in the

Shares. The subscribers of the Shares in the country other than India are urged to consult their own
professional advisers regarding possible income-tax consequences that apply to them.

188
4.  Inrespect of non-residents, the tax rates and the consequent taxation mentioned above may 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.

5. The above Statement covers only above-mentioned tax laws benefits and does not cover any indirect tax law
benefits or benefit under any other law.

Our views expressed in this Statement are based on the facts and assumptions as indicated in this Statement. 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 law 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.

For Delhivery Limited (formerly known as Delhivery Private Limited)

Amit Agarwal
Chief Financial Officer

Place: Gurugram
Date: November 1, 2021

189
ANNEXURE 2

THE STATEMENT OF SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY AND
SHAREHOLDERS OF THE COMPANY

INDIRECT TAXATION

Outlined below are the special tax benefits available to the Company and its shareholders under The Central
Goods and Services Tax Act, 2017 (“CGST Act”), the Integrated Goods and Services Tax Act, 2017 (“IGST
Act”), the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017
(read with respective State Goods and Services Tax Rules, circulars, notifications), the Customs Act, 1962 and
the Customs Tariff Act, 1975, the Foreign Trade (Development and Regulation) Act, 1992 (read with the Foreign
Trade Policy 2015-2020 (“FTP”) (collectively referred to as “Indirect tax”).

A. SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY
1. Exemption from payment of tax on outbound and inbound air freight

The Company is entitled to avail exemption on supply of services by way of transportation of goods by an aircraft
from a place outside India up to the customs station of clearance in India and from custom station of clearance in
India to a place outside India, in terms of Entry No. 20 and 20A respectively of the Notification No. 9/2017-
Integrated Tax (Rate) dated 28 June 2017, as amended from time to time.

Further, the said exemption under Entry No. 20A is in force till 30 September 2022, unless otherwise extended
by Government.

2. Exemption from payment of tax on outbound ocean freight

The Company is entitled to avail exemption on supply of services by way of transportation of goods by a vessel
from custom station of clearance in India to a place outside India in terms on Entry No. 20B of the Notification
No. 9/2017-Integrated Tax (Rate) dated 28 June 2017, as amended from time to time.

Further, the said exemption under Entry No. 20B is in force till 30 September 2022, unless otherwise extended by
Government.

3. Exemption from payment of tax on services by way of giving on hire a means of transportation of goods to
a goods transport agency.

The Company is entitled to avail exemption on charges collected from goods transport agency (‘GTA’) for giving
them on hire a means of transportation vide Entry No. 23(b) of the Notification No. 9/2017-Integrated Tax (Rate)
dated 28 June 2017, as amended from time to time.

4. Exemption from payment of tax on interest income earned from bank deposits and other non-current
investments

The Company is entitled to avail exemption on interest income earned from bank deposits and other non-current
investments in terms of Entry No. 28(a) of the Notification No. 9/2017-Integrated Tax (Rate) dated 28 June 2017,
as amended from time to time.

5. Zero rated benefit under GST on export of services

The specific tax benefit of not charging GST on supply of services considered as ‘export of services’ in terms of
Section 2(6) of the IGST Act is available to the Company under Section 16 of the IGST Act upon fulfilment of

the specified conditions.

As per Section 2(6) of the IGST Act, the services shall qualify as ‘export of services’ when:

a) the supplier of service is located in India;
b) the recipient of service is located outside India;
co) the place of supply of service is outside India;

190
qd)

e)

6.

the payment for such service has been received by the supplier of service in convertible foreign exchange
or in Indian rupees wherever permitted by the Reserve Bank of India; and

the supplier of service and the recipient of service are not merely establishments of a distinct person in
accordance with Explanation 1 in section 8

Liability for payment of tax to be borne by recipient of services in certain cases

Entry No. 9 of the Notification No. 8/2017-Integrated Tax (Rate) dated 28 June 2017, as amended from time to
time, provides two different rates for supply of services by GTA i.e. 5% and 12%.

Further, Entry No. 2 of Notification No. 10/2017-Integrated Tax (Rate) dated 28 June 2017, as amended from
time to time, provides that liability for payment of tax shall be borne by the recipient of services in case where:

a)
b)

o)
qd)
e)
)
8)

Supplier has not paid IGST at the rate of 12%; and

Recipient of such services is falling under the following category of specified recipients:

Any factory registered under or governed by the Factories Act, 1948(63 of 1948); or

any society registered under the Societies Registration Act, 1860 (21 of 1860) or under any other law for
the time being in force in any part of India; or

any co-operative society established by or under any law; or

any person registered under the CGST Act or the IGST Act or the State GST Act or the UT GST Act; or
any body corporate established, by or under any law; or

any partnership firm whether registered or not under any law including association of persons; or

any casual taxable person

B. SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS

There are no special Indirect Tax benefits available to the shareholders of the Company.

Notes to the above:

1.

This Annexure sets out only the possible special tax benefits available to the Company and its shareholders
under The Central Goods and Services Tax Act, 2017 (‘CGST Act’), the Integrated Goods and Services
Tax Act, 2017 (‘IGST Act’), the Union Territory Goods and Services Tax Act, 2017, respective State
Goods and Services Tax Act, 2017, the Customs Act, 1962 and the Customs Tariff Act, 1975 and does not
cover any income tax law benefits or benefit under any other law

We have not considered general tax benefits available to the Company or shareholders of the Company.
The above statement (“Statement”) covers only certain special tax benefits under the laws mentioned
above, read with the relevant rules, circulars, notifications, and judicial interpretations thereof prevailing
in the country, as on the date of this Annexure and does not cover any benefit under any other law in force
in India. This Statement also does not discuss any tax consequences, in the country outside India, of an
investment in the shares of an Indian company.

The above Statement of possible special tax benefits sets out the provisions of Indian tax laws in a summary
manner only and is not a complete analysis or listing of all potential tax consequences of the purchase,
ownership and disposal of shares.

This 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, 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 IPO.

Our views expressed in this Statement are based on the facts and assumptions as indicated in this Statement.
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 law and its interpretation, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such changes.

191
For Delhivery Limited (formerly known as Delhivery Private Limited)

Amit Agarwal
Chief Financial Officer

Place: Gurugram
Date: November 1, 2021

192
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO SPOTON LOGISTICS PRIVATE
LIMITED (“MATERIAL SUBSIDIARY”), A MATERIAL SUBSIDIARY OF DELHIVERY LIMITED,
AND THE SHAREHOLDERS OF THE MATERIAL SUBSIDIARY UNDER THE DIRECT AND
INDIRECT TAX LAWS IN INDIA

Date: January 20, 2022

To:

The Board of Directors
Delhivery Limited

Plot 5, Sector 44,
Gurugram 122 002
Haryana, India

The Board of Directors

Spoton Logistics Private Limited

Opposite SEZ Naman Ind Estate, ATPO Matoda,
Village Matoda, Taluka Sanand,

Ahmadabad, Survey No.520/1 & 520/2,
Ahmedabad 382 213,

Gujarat, India

Re: Statement of possible Special Tax Benefits available to Spoton Logistics Private Limited (“Material
Subsidiary”) and its equity shareholders under the direct and indirect tax laws

We refer to the proposed initial public offering of equity shares (the “Offer”) of Delhivery Limited (formerly
known as Delhivery Private Limited) (“Delhivery” or “the Company”). We enclose herewith the statements (
“Annexure A” and “Annexure B”) showing the current position of special tax benefits available to the Material
Subsidiary and to the shareholders of the Material Subsidiary as per the provisions of the Indian direct and indirect
tax laws including the Income-tax Act, 1961, the Central Goods and Services Tax Act, 2017, the Integrated Goods
and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, Goods and Services Tax
Acts of the respective States (collectively the “GST Act”), the Customs Act, 1962 (“Customs Act”) and the
Customs Tariff Act, 1975 (“Tariff Act”) (collectively the “Taxation Laws”) including the rules, regulations,
circulars and notifications issued in connection with the Taxation Laws, as presently in force and applicable to
the assessment year 2022-23 relevant to the financial year 2021-22 for inclusion in the Red Herring Prospectus
(“RHP”) for the Offer as required under the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”).

Several of these benefits are dependent on the Material Subsidiary or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the direct and indirect taxation laws including the Income-tax Act
1961. Hence, the ability of the Material Subsidiary or its shareholders to derive these direct and indirect tax
benefits is dependent upon their fulfilling such conditions.

The benefits discussed in the enclosed Annexure are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Material Subsidiary. This statement is
only intended to provide general information to guide 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 its own tax consultants, with respect to the specific tax implications
arising out of their participation in the 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 in the benefits, which an investor can
avail. We are neither suggesting nor are we advising the investors to invest or not to invest money based on this
statement.

The contents of the enclosed Annexure are based on the representations obtained from the Material Subsidiary
and on the basis of our understanding of the business activities and operations of the Material Subsidiary.

We do not express any opinion or provide any assurance whether:

. The Material Subsidiary or its shareholders will continue to obtain these benefits in future;

193
. The conditions prescribed for availing the benefits have been/would be met;
. The revenue authorities/courts will concur with the views expressed herein.

This statement is provided solely for the purpose of assisting the Company and the Material Subsidiary in
discharging their responsibilities under the ICDR Regulations.

We performed procedures in accordance with the Guidance Note on Reports or Certificates for Special Purposes
(Revised 2016) issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we
comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of
India.

We hereby confirm that while providing this certificate we have complied with the Code of Ethics and 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, issued by the Institute of
Chartered Accountants of India.

This certificate is issued for the purpose of the Offer, and can be used, in full or part, for inclusion in the red
herring prospectus, prospectus and any other material used in connection with the Offer (together, the “Offer
Documents”) which may be filed by the Company with Securities and Exchange Board of India (“SEBI”), BSE
Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”), Registrar of
Companies, NCT of Delhi and Haryana at New Delhi (“Registrar of Companies”) and / or any other regulatory
or statutory authority.

We hereby consent to our name and the aforementioned details being included in the Offer Documents and/or
consent to the submission of this certificate as may be necessary, to the SEBI, Registrar of Companies, Stock
Exchanges and/or any other regulatory / statutory authority as may be required and/or for the records to be
maintained by the BRLMs in connection with the Offer and in accordance with applicable law.

This certificate may be relied on by the book running lead managers appointed in relation to the Offer (“BRLMs”),
their affiliates and legal counsel in relation to the Offer and to assist the BRLMs in connection with the Offer. We
hereby consent to this certificate being disclosed by the BRLMs, if required (i) by reason of any law, regulation,
order or request of a court or by any governmental or competent regulatory authority, or (ii) in seeking to establish
a defence in connection with, or to avoid, any actual, potential or threatened legal, arbitral or regulatory proceeding
or investigation.

We undertake to immediately communicate, in writing, any changes to the above information/confirmations, as
and when: (i) made available to us; or (ii) we become aware of any such changes, to the BRLMs, the Company
and the Material Subsidiary until the equity shares of the Company allotted in the Offer commence trading on the
Stock Exchanges. In the absence of any such communication from us, the Company, the Material Subsidiary, the
BRLMs and the legal advisors appointed with respect to Offer can assume that there is no change to the
information/confirmations forming part of this certificate and accordingly, such information should be considered
to be true and correct.

All capitalized terms used but not defined herein shall have the meaning assigned to them in the Offer Documents.
Yours Sincerely,

For B.B. & Associates
Chartered Accountants
ICAI Firm Registration No: 023670N

Balwan Bansal

Partner

Membership No. 511341

Peer Review Certificate No. 011244
UDIN: 22511341AAAAAV9128
Encl: As above

194
Annexure ‘A’

STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE
MATERIAL SUBSIDIARY AND THE SHAREHOLDERS OF THE MATERIAL SUBSIDIARY

A. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE MATERIAL SUBSIDIARY
There are no special tax benefits available to the Material Subsidiary.

B. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS

There are no special tax benefits available to the shareholders of the Material Subsidiary.

Notes:

1. The above statement of Direct Tax Benefits (“Statement”) sets out the special tax benefits available to the
Material Subsidiary and its shareholders under the current tax laws presently in force in India.

2. This 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,
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 issue.

3. This Statement does not discuss any tax consequences in the country outside India of an investment in the
equity shares of the Company (“Equity Shares”). The subscribers of the Equity Shares in the country other
than India are urged to consult their own professional advisers regarding possible income-tax consequences
that apply to them.

4. In respect of non-residents, the tax rates and the consequent taxation mentioned above may 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.

5. The above Statement covers only above-mentioned tax laws benefits and does not cover any indirect tax law
benefits or benefit under any other law.

Our views expressed in this Statement are based on the facts and assumptions as indicated in this Statement. 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 law 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.

(this space has been left blank intentionally)

195
Annexure ‘B’

STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE
MATERIAL SUBSIDIARY AND SHAREHOLDERS OF THE MATERIAL SUBSIDIARY

Outlined below are the special tax benefits available to the Material Subsidiary and its shareholders under The
Central Goods and Services Tax Act, 2017 (“CGST Act”), the Integrated Goods and Services Tax Act, 2017
(“IGST Act’), the Union Territory Goods and Services Tax Act, 2017, Goods and Services Tax Acts of the
respective States (read with respective State Goods and Services Tax Rules, circulars, notifications), the Customs
Act, 1962 and the Customs Tariff Act, 1975 including the rules, regulations, circulars and notifications issued in
connection with these laws (collectively referred to as “Indirect tax”).

A. SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE MATERIAL SUBSIDIARY

Exemption from payment of tax on interest income earned from bank deposits and other non-current
investments

The Material Subsidiary is entitled to avail exemption on interest income earned from bank deposits and other
non-current investments in terms of Entry No. 28(a) of the Notification No. 9/2017-Integrated Tax (Rate) dated
28 June 2017, as amended from time to time.

B. SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS
There are no special Indirect Tax benefits available to the shareholders of the Material Subsidiary.
Notes to the above:

1. This Annexure sets out only the possible special tax benefits available to the Material Subsidiary and its
Shareholders under The Central Goods and Services Tax Act, 2017 (“CGST Act”), the Integrated Goods and
Services Tax Act, 2017 (“IGST Act”), the Union Territory Goods and Services Tax Act, 2017, Goods and
Services Tax Acts of the respective States, the Customs Act, 1962 and the Customs Tariff Act, 1975 and does
not cover any income tax law benefits or benefit under any other law

2. We have not considered general tax benefits available to the Material Subsidiary or shareholders of the
Material Subsidiary. The above statement (“Statement”) covers only certain special tax benefits under the
laws mentioned above, read with the relevant rules, circulars, notifications and judicial interpretations thereof
prevailing in the country, as on the date of this Annexure. and does not cover any benefit under any other law
in force in India. This Statement also does not discuss any tax consequences, in the country outside India, of
an investment in the shares of an Indian company.

3. The above Statement of possible special tax benefits sets out the provisions of Indian tax laws in a summary
manner only and is not a complete analysis or listing of all potential tax consequences of the purchase,
ownership and disposal of shares.

This 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,
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 Offer. 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
law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to
update the views consequent to such changes.

196
SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW

Unless otherwise indicated, industry and market data used in this section has been sourced from the RedSeer
Report, which has been commissioned and paid for by us exclusively in connection with the Offer. 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.

INDIA: MACROECONOMIC OVERVIEW
Indian Economy: Fastest growing, poised to become world’s 3" largest economy by 2030

India was the 6" largest economy globally, with a GDP of c.US$2.7 trillion in 2020. India’s GDP grew at 7%
annually between 2015 and 2019, making it one of the fastest-growing large economies globally.

This sustained economic growth was interrupted by the COVID-19 pandemic, which caused the GDP to contract
by 8% in 2020. Since the phased reopening of the economy, key economic indicators have recovered and
surpassed 2020 levels. The recovery is expected to continue, with GDP projected to grow at ~9% per annum
during 2020-2025 (according to the IMF), which is the highest growth rate across large economies.

As per the Centre for Economics and Business Research, India’s GDP growth is expected to be driven by
increasing private final consumption expenditure. As per the World Economic Forum, India’s private
consumption is expected to increase from US$1.6 trillion in 2019 to US$2-2.5 trillion in 2025, driven by
increasing proportion of the working age population and growing household income.

Real GDP growth of India, US and China and Estimates of India’s GDP at current prices

Real GDP Growth — India, US, China GDP At Current Prices — India
Y-0-Y Growth (%), 2015-2025P USS trillion, 2019, 2020 and 2025P
15%
10% = gx a2 in

 
   

% .
5% $2.9 §9.7in

0%
(5)%

(10)%

vt oF oF oF

YS Ro 2019 2020 2025P
—Chinn ——uS 4X%) CAGR

 

Source(s): Secondary Research (IMF and RBI)
Note(s): In the analysis of global benchmarks, the timeline has been kept as CY and not FY

INDIAN LOGISTICS SECTOR OVERVIEW
Large and growing sector underpinned by strong, sustainable growth drivers

The Indian logistics sector is one of the largest in the world and presents a large addressable opportunity, with a
direct spend of US$216 billion in Fiscal 2020. The sector is expected to grow to US$365 billion by Fiscal 2026
at a CAGR of 9%, driven by:

¢ — Strong underlying economic growth
e Favorable regulatory environment in logistics, resulting in evolution of efficient supply chain formats
«¢ Improvement in India’s transportation infrastructure, especially highway connectivity

« Growth of the domestic manufacturing sector, driven by favourable policy support and increased domestic
and foreign investments

197
« Rapid growth of the digital economy, which has led to creation of digital-native business models such as e-
commerce, direct-to-consumer and social commerce

« Growth in offline commerce driven by increased offline consumption, industrial activity and cross border

trade
India’s Direct Logistics Market Size (USS billion) * Market Size of Organized Players for Road
Transportation, Warehousing and Supply Chain
(US$ billion)
#4) CAGR +X) CAGR
. ae Ue _— $38-40 ba
34-36%

  
  

$196 bn

  

$178 ba

$6-7 bn

 

FY18 FY19 FY20 FY26P FY20 FY26P

Source(s): Chamber of Commerce ~ India, Report on Logistics, India Economics Survey 2017-18, 2019-20, RedSeer estimates
Note: (1) Includes both transportation (road, domestic air express, rail, cross-border) and warehousing & supply chain

The logistics market is primarily comprised of transportation and warehousing, of which transportation accounted
for 70%, or US$151 billion in Fiscal 2020.

Organized players accounted for only ~3.5% of the logistics market (road transportation, warehousing & supply-
chain services only) in Fiscal 2020. Organized players are expected to grow at a CAGR of 35% between Fiscal
2020 and Fiscal 2026, taking their share to 12.5-15% by Fiscal 2026 of the logistics market (road transportation,
warehousing & supply-chain services only). This shift is expected to be driven by the ability of organized players
to offer integrated services, network and scale-driven efficiencies and larger investments in technology and
engineering, resulting in higher share of wallet with customers.

Further, the Indian logistics industry is characterized by high indirect spends on account of high inventory carrying
costs, pilferage, damage and wastage. Indirect spends were estimated at US$174 billion in Fiscal 2020 and are
expected to marginally decline to US$166 billion by Fiscal 2026. This reduction will be led by organized players
through superior logistics infrastructure that reduces pilferage and damages, efficient operations that reduce
turnaround time and better utilize the logistics network capacity and through scale which drives consolidation and
eliminates redundancies.

Indian Logistics Market is Ripe for Disruption

Total logistics spending in India was ~14% of GDP in Fiscal 2020, which is significantly higher than developed
countries like Germany and the US, where logistics spend is ~8% of GDP.

Fragmented and unorganized supply: The Indian logistics market is highly fragmented compared to other
markets. The road transportation market in India was estimated to be US$124 billion in Fiscal 2020, but is highly
fragmented and unorganized. Over 85% of fleet-owners operate fleets of less than 20 trucks, many of which are
typically older 2-axle rigid-body vehicles, comparatively smaller in size than the trucks in developed markets and
poorly utilized (driving less than 325 kms/day on an average). Indian warehousing is similarly fragmented and
unorganized. The sector is characterized by a large number of small warehouses (less than 10,000 square feet)
that account for nearly 90% of the warehousing space in India.

The top 10 organized players account for ~1.5% of the logistics market in India, versus ~15% in the US and ~7-
10% in China. The largest logistics companies in the US and China are 20-30x and 10x+ the size of India’s largest
logistics companies, while GDPs are 8x and 5x of India. Also, large US and China logistics players offer integrated
services across the supply chain while Indian players have historically been regional or vertical-focused and
typically provide mono-line services only.

198
Comparison between US, China and India logistics markets

eve

GDP

Logistics market spend’)

Total logistics spend as a % of GDP
Direct spends as % of GDP
Indirect spends as % of GDP

Per capita logistics spend
Per capita direct logistics spend
Per capita indirect logistics spend

Share of top 10 organized players“

Average size of warehouse (sq.ft.)

Average size of truck (ft.)

Average daily distance travelled by trucks (kms)
Indicative Set of Listed Players“

Express Parcel Delivery

Part Truck Load

Truckload

Supply Chain Services

 

US$21 willion
US$1.6 trillion
~8%
~7%
~1%
~USS4,860
~USS4,460
~US$400
~15%
100-200k
48

500+

FedEx, UPS, USPS,
Amazon

FedEx, UPS, XPO
Logistics, Old
Dominion, SALA
FedEx, UPS, Knight
Swift Logistics, J.B.
Hunt, Werner
Enterprises

  

UPS, GXO Logistics,
FedEx

mn
US$14,7 trillion
US$2.2 trillion
~15%
~10%
~5%
~US$1,540
~US$1,050
~US$490
7-10%
20-50k
45

423

ZTO Express, Best
Logistics, JD
Logistics, SF

Holdings, YTO
Express, STO
Express, Yunda
ZTO Express, Best
Logistics, Deppon
Logistics

Best Logistics, SF
Holdings, Full Truck
Alliance

JD Logistics, Best
Logistics

tae
US$2.7 trillion
US$390 billion
~14%
~8%
~6%
~US$280
~US$150
~US$130
~1.5%
8-12k
24-32

325

Delhivery, Blue Dart

Delhivery, VRL
Logistics, TCL
Express, Gati

Delhivery, TCI, VRL
Logistics

Delhivery, Mahindra
Logistics, DHL
Supply Chain

 

Source(s): RedSeer Research, RedSeer Estimates

Notes: (1) CY2020 for US, China and India; (2) CY2020 for US and China, FY20 for India; (3) Share of top 10 organised players is based on
domestic road transportation, warehousing and supply chain revenues only; (4) All players mentioned in the table above, other than Delhivery,
are either listed or are unlisted subsidiaries of listed MNCs

Comparison of business models across US, China, and India

   

STE)
Traditional 3PL Delhivery
noe ‘Network Hub-Spoke Hub-Spoke Hub-Spoke Mesh network
selevwiied Asset-light; leased
‘ i, 5 infrastructure and
7 Asset-heavy; self- infrastructure; mix of Asset-light; mainly
Typical Nature of : fleet, selective
a“ owned infrastructure self-owned and partner operated ;
Asset Holdings ownership of
and fleet partner operated fleet assets :
r strategic technology
and last-mile
assets
Low automation; He deae ot
‘Automation High degree of High degree of waaay tania automation with full

control over the value
chain

hardware automation _ hardware automation

operations

Sources: RedSeer Research, RedSeer Analysis, Annual Reports of Logistics Players
Notes: (1) Asset light is defined as a business model with low ownership of physical assets (2) Degree of automation is defined as intensity of
reduction in manual processes using technology to perform iterative tasks.

Mesh Network and Hub-Spoke model refer to two different types of logistics network topologies. Mesh
Network consists of higher proportion of point-to-point connections with dynamic shipment routes determined
typically based on an automated algorithm. On the other hand, Hub-Spoke Model consists of a mother node
which is centrally connected to multiple other nodes. This results in fixed shipment paths and relatively lower
flexibility compared to a Mesh network.

199
Asa result, Mesh network enables faster turnaround time, higher route flexibility and better reliability vs the Hub-
Spoke topology. However, it has higher operational complexity requiring sophisticated technology to operate the
network.

Key Factors Causing Inefficiency and Fragmentation

Historically complex indirect taxation structure: Prior to rollout of GST, India’s complex indirect tax regime
impeded smooth inter-state movement of goods. As a result traditional players remained regional and sub-scale,
resulting in significant inefficiencies. Pre-GST, ~60% of travel time was lost due to onerous paperwork and tax
compliance procedures at inter-state checkpoints. Similarly, companies focused on tax savings, instead of cost
efficiencies resulting in building of multiple localized sub-scale warehouses.

Poor road infrastructure: India’s road connectivity has historically been underdeveloped in terms of quality and
connectivity. As a result, Indian trucks travel significantly lower distances (approximately 325 kilometres per day)
compared to the global average of 500 to 800 kilometres. This has resulted in longer turnaround times, higher fuel
and maintenance costs and opportunity costs of lost business.

Prolonged under-investment by Incumbents in capability building:

¢ Technology, infrastructure, design and engineering capabilities: Sub-scale and mono-line players have
historically been reluctant to upgrade their networks through investments in critical technology,
infrastructure and automation capabilities.

« Data capabilities: Lack of investment in technology has led to lack of collection, structuring and analysis
of data. As a result, traditional players have relied mainly on rules-of-thumb and manual operations rather
than sophisticated data-driven decision making.

¢ Skilled labour and automation: Logistics operations have traditionally been run by unskilled labour, who
have been equipped to handle manual operations, and are not up-skilled or trained enough to operate on
new-age automated systems or take data-driven decisions.

¢ — High quality talent: Several traditional logistics businesses in India have been family-owned and managed
with limited ability to attract and retain high-quality professional talent. As a consequence, these
organizations have often been unable to introduce new practices and innovate as required by changing the
industry landscape.

GROWTH DRIVERS IN ORGANIZED LOGISTICS
Evolving B2C demand and consumption trends

India’s GDP per capita is expected to cross US$2,000 in 2021. The middle-income segment with an income range
of US$7,500 to US$15,000 per annum currently forms ~27% of the working age population and is expected to
expand to ~40% in the next 5 years. India is also one of the youngest nations in the world. Millennials (those born
in the 1980s and early 1990s) and Generation Z (those born after the mid-1990s) are driving digital adoption and
consumption growth.

In addition, factors such as availability of low-cost smartphones and low-cost, reliable internet are expected to
drive continued growth. India had a base of over 500 million smartphone users in 2020, which is expected to cross
800 million users in 2025. Internet adoption has more than doubled from ~300 million unique users in 2015 to
650-700 million unique users in 2020 and is expected to touch close to 1 billion users by 2025. In 2020, India had
data consumption of 15.7 GB per month per smartphone, significantly higher than the global average of 9.4 GB
and even the China average of 11 GB.

As a result, online shoppers are expected to double to 330-350 million by Fiscal 2026 from 160 million in Fiscal
2021. Over 50% of shoppers were from Tier 2+ towns as of Fiscal 2021. Demand from Tier-2+ towns is expected
to drive growth of e-commerce, with ~38% growth for Tier 2+ e-commerce market versus ~31% growth for
overall market between Fiscal 2021 and Fiscal 2026.

In addition to e-commerce marketplaces, growth in new models such as direct-to-consumer, omni-channel and
social commerce are expected to disrupt retail models. The D2C category is projected to grow from approximately

200
100 million shipments in Fiscal 2021 to approximately 600 million shipments in Fiscal 2026, at a CAGR of 45%.
Similarly, social commerce volumes are expected to grow 10x from 130 million shipments in Fiscal 2021 to
1,300-1,400 million shipments in Fiscal 2026. Along with new models, category expansion is also expected to
drive growth with emerging segments like large appliances, white goods, home and furniture transitioning online,
and are among the fastest growing in e-commerce.

These structural changes in the consumption economy will require reliable logistics as a key enabler.
Evolving B2B demand and consumption patterns

Evolving business models: The emergence of new digital-native segments, new distribution channels and go-to-
market strategies such as direct-to-retail (D2R) and direct-to-consumer (D2C) are driving the need for innovation
in the traditional B2B supply chain, with greater demand for supply-chain visibility, precision and value-added
services.

Changing production trends: Manufacturing accounts for 17% of India’s GDP and has emerged as a high-growth
sector on the back of strong push by the Indian government through initiatives like Make in India, production-
linked incentives (PLI), government tenders for domestically manufactured goods etc. As a result, Indian
manufacturing has been transitioning from bulk commodities to non-commodity consumption-focused products
which need faster go-to-market and more reliable and efficient logistics operations.

Demand for integrated services: With the rollout of GST, enterprise customers are increasingly looking to
optimize their supply chains for speed and efficiency. This shift towards a “total-cost” approach is driving the
demand for reliable, national, integrated supply chain service providers instead of traditional, mono-line partners.

Emergence of new markets: Economic growth of Tier-2+ towns is increasing demand for reliable turn-around
times and efficiency comparable to larger urban centres, further driving the need for integrated, national logistics
players.

Enabling regulatory and policy reforms

The Indian government has undertaken several regulatory and policy reforms to drive economic growth, enhance
general capital formation, support infra-development and facilitate ease of doing business. Some of these measures
have directly benefited the Indian logistics sector, such as implementation of Goods and Services Tax (“GST”),
National Logistics Policy and Logistics Efficiency Enhancement Program. These measures are rationalizing the
indirect tax structure, improving transportation infrastructure and expanding connectivity, thereby improving
overall logistics efficiency.

GST in particular has been a key factor in catalyzing the growth of organized logistics in India. By eliminating
state border checkpoints and compliance scrutiny, GST has facilitated smoother and faster flow of goods across
the country and significantly reduced overall transportation costs. In addition, GST has eliminated the previous
need for companies to establish localized warehouses to minimize inter-state movement and associated taxes. The
single tax regime allows for consolidation of warehouses into larger units that benefit from economies of scale
and that are better suited to benefit from technology adoption.

This has created increased demand for pan-India, integrated warehousing and transportation models which allow
customers to scale operations with low fixed costs while creating opportunities for optimizing footprints and
capacity utilization, lower inventory and faster and cheaper fulfilment. These changes will therefore enhance the
role of large, organized logistics players, while reducing customer dependence on smaller transportation
companies that thrive principally on last-mile delivery consignments and also favour asset-light networks that are
equipped to realign their infrastructure and network in response to changes in their customers’ operations.

Technology-driven supply chain transformation

Sub-scale and predominantly manual operations have led to under-investment in technology and data capabilities
by most traditional Indian logistics players. This has prevented companies from responding to changing customer
needs, optimizing networks, efficiently utilising capacity and improving customer service.

Capacity utilization: Vehicles in India are frequently under-utilized, from both fill rate and time utilization
perspectives. Fleet owners often have to haul freight at ~70% fill-rates, face utilization challenges due to seasonal

201
demand and face challenges in finding return loads or attempt to charge customers for the cost of empty back-
haul due to lack of demand information. New-age logistics companies have begun to solve these problems by
using technology for route consolidation and to forecast and match demand and supply more efficiently.

Data-driven decision support: Advanced data analytics capabilities when applied to integrated supply chain data
has enabled new-age players to create more opportunities to optimize decisions such as facility placement,
inventory management, fulfilment route selection, truck selection and fraud detection.

Hardware and software automation: Warehouse and Transportation Management Systems (WMS/TMS) are
automating business workflows, reducing paperwork and improving operational visibility and precision. Further,
investment in automation and robotics are improving operational throughput and precision, thereby lowering
human errors and operating costs.

All of these trends, when combined, create strong tailwinds for pan-India, technology-led logistics companies to
provide an integrated suite of low-cost, reliable logistics services. As these trends accelerate, organised players
have the potential to grow faster than estimated and to achieve more than estimated 10-15% market share by Fiscal
2026.

INDIAN LOGISTICS SECTOR: OVERVIEW OF KEY SEGMENTS

Structure of the Indian logistics market

  

 

 

 

Road Transportation Slow PTL

Ex]

 

PTL

 

 

   

Rail Transportation
Dome: Express
Transportation
Cross Border Transportation
‘Warehousing and Supply
Chain Services

Note(s): 1. Market structure excludes freight transport through ship, Inland Water Transport (IWT) and pipeline.

    

 

Source(s): RedSeer Research

Indian logistics players have evolved differently compared to global counterparts in other large economies.
Chinese operators, for instance, employ large franchise partner networks for pick-up and delivery along with
owned mid-mile assets resulting in varying degrees of asset intensity. Large US providers, though, typically own
the entire warehousing, mid-mile and pick-up and delivery infrastructure, including even fleets, making them
significantly more asset-heavy.

New-age, tech-enabled players in India have built asset-light models with full control over operational decisions
while network partners provide the assets. These players have grown rapidly over the past few years and
consistently reduced operating losses as they have scaled operations. Delhivery was the largest and fastest growing
fully-integrated logistics services player in India by revenue as of Fiscal 2021. Due to its fully integrated stack of
services, asset-light model and technology-led control of network assets and partners, Delhivery has developed
the ability to address all aspects of the supply chain, thereby catering to a large part of the overall logistics market
in India.

ROAD TRANSPORTATION: LARGEST SEGMENT OF INDIAN LOGISTICS

With a national highway network of 150,000 kms, India has the second largest road network in the world. 70-80%
of freight movements in India are short-to-medium haulage, where road transportation is the quickest and cheapest

202
alternative. The total road transportation market was estimated at US$124 billion in Fiscal 2020 and is expected
to grow at a CAGR of ~8% to reach US$200 billion in Fiscal 2026.

Road Transportation Market (US$ billion)

CAGR

FY20-FY26P
oe bn

 

 

so =>
i ” abn
$104 bn : Ei
FY18 FY19 FY20 FY26P USA China
Share of 35% 10-15% (FY20) (FY20)
Organized '
Players > +X% CAGR =TL  @PTL _® Express Parcel Delivery

Source(s): RedSeer Research, RedSeer Estimates

Express Parcel: Fastest growing segment of Road Transportation

Express delivery refers to delivery of parcels weighing less than 40 kilograms. These are typically e-commerce
orders or business documents, with standard turnaround times of less than 3-4 days. The express parcel delivery
market was estimated to be ~US$2.3 billion in size in Fiscal 2020 and is expected to reach ~US$10-12 billion by
Fiscal 2026 at a CAGR of 28-32%.

This segment has been driven by growth of e-commerce and rising customer expectations for delivery speed. The
e-commerce industry in India grew by 31% from Fiscal 2018 to Fiscal 2020 and is estimated to further grow by
30-33% from Fiscal 2020 to Fiscal 2026. Total e-commerce volume was estimated to be 1.5 billion shipments in
Fiscal 2020, which is expected to reach 8-9 billion by Fiscal 2026, at a CAGR of 32-35%.

Total eCommerce shipments in India — by type of logistics and 3PL shipment share — by eCommerce model

 

Horizontal + Verticals Social Commerce

MM Captive MM 3PL | +X% CAGR m pc Mi Omni-channel

 

 

 

 

8-9 bn

32-35%

   

 

FY18 FY19 FY26P FY21 FY26P

 

Source(s): RedSeer Analysis
Note: eCommerce shipments represent total eTailing, D2C, Omni channel and Formalized Social Commerce

203
Key trends in underlying markets

 

eat

 

Other than 2 horizontal e-commerce marketplaces, other players increasingly relying on third-party players

Commerce
D2C & Social | 4 9996 parcels delivery outsourced to 3PLs to ensure focus on core product

e-Commerce

e-B2B Outsourcing is higher as 3PLs serve as a Plug and Play option for fast growing eB2B companies
C2C, BFSI__ Shifting from traditional players to tech-enabled 3PLs due to faster delivery and lower costs

 

Source: RedSeer Report

This segment has emerged in the last decade in response to the growth of marketplaces, direct-to-consumer and
social e-commerce. The following drivers will continue to support the robust growth of this segment:

Internet economy: Proliferation of smartphones and localization of the internet in non-English languages is
drawing in new consumers from non-metro locations into the internet economy and creating new demand for
online commerce

Category expansion: As more categories go online, consumers are able to shop for an increasing share of their
requirements online

New business models: New models such as D2C, social commerce and video and influencer-based commerce are
creating new touchpoints and drawing in new consumers to the market

New payment methods: Availability of multiple payment options such as UPI, no-cost EMI, BNPL etc. are driving
adoption of digital commerce by more consumers

Value added services: Availability of value added services such as return logistics and easy replacement policies
are enabling e-Commerce players to provide a superior experience to their customers

Top players in the express parcel delivery market (based on shipment volume)

The express parcel delivery market is mostly catered to by organized players, who are expected to maintain their
share of the market. Major e-commerce marketplaces fulfilled 75%+ of their parcel deliveries through their in-
house captive logistics arms. Further, ~59% of the total e-commerce shipments in the country in Fiscal 2021 were
handled by captive logistics arms of various e-commerce companies.3PL players handled 41% of e-commerce
shipments in Fiscal 2021, which is expected to rise to ~46% by Fiscal 2026, as e-Commerce companies focus
increasingly on core business operations and new-age logistics companies continue to build scale, expand reach
and improve delivery timelines. New-age, technology enabled 3PL providers have scaled-up and flexible
networks that can better handle multiple models, product types and volume fluctuations, compared to networks
which are designed for relatively limited internal use cases.

In addition, barriers to entry in this segment have become high, since express parcel delivery requires large reach,
scale operations, flexibility, deep technology integration and the ability to provide bespoke value added services.
Delhivery was the largest and fastest growing 3PL express parcel (and heavy parcel) delivery player in India by
volume and revenue as of Fiscal 2021 and the nine months ended December 31, 2021. Delhivery had 16% and
20% share of the overall e-commerce volumes (including captive players) and approximately 40% and 42% share
of the e-commerce volumes handled by 3PL players for the fiscal year ended 2021 and first quarter of Fiscal 2022
respectively. As of Q2 and Q3 of Fiscal 2022, Delhivery had ~22% and 24-25% share of the overall e-commerce
volume (including captive players) respectively. Delhivery operates the largest network for heavy parcel (large
appliances or white goods, appliances, home & furniture and sports equipment) delivery in India.

Part Truckload (PTL) Freight: Rapidly shifting towards Organized Players
PTL freight refers to delivery of consignments with weights of between 10-2,000 kgs. PTL providers operate a
network of pick-up and delivery points and terminals where freight from different customers that is traveling in

similar directions is consolidated. This consolidation leads to lower transportation costs for individual customers,
while providing faster delivery times and greater flexibility.

The PTL market, which was estimated to be US$13 billion in Fiscal 2020 is expected to double to US$26 billion
in Fiscal 2026. There are two key segments in this market:

204
© Express PTL: Turnaround times of 3-5 days, typically focused on smaller consignment sizes

© Traditional PTL: Turnaround times slower than Express PTL. Used by relatively time-insensitive shippers
who are comfortable with waiting for carriers to consolidate freight loads. Typically focused on heavier
consignments.

Size of the Indian PTL Market (US$ billion)

CAGR

FY20-26P,
os bn f )

+13%

—Gim—

<>
$12 bn $12 bn $13 bn
10%

 

FY18 FY19 FY20 FY26P
X% CAGR = Slow / Traditional PTL Express PTL
Share of organized players
(Overall PTL) > Ae se
Share of organized players
(Slow PTL) > 6% ~13%
Share of organized players
(Express PTL) > meat “1%

Source(s): RedSeer Analysis, RedSeer Research

Express PTL segment is expected to triple in size from ~US$3 billion in Fiscal 2020 to ~US$9 billion in Fiscal
2026, growing twice as fast as the traditional PTL market. The traditional PTL market was estimated to be ~US$10
billion in Fiscal 2020 and is expected to touch ~US$17 billion by Fiscal 2026.

Organized players accounted for ~24% share of Express PTL in Fiscal 2020, which is expected to rise to ~70%
by Fiscal 2026, growing at a CAGR of 45%. Overall, organized players accounted for 11% of the PTL market in
Fiscal 2020, which is projected to increase to 32% by Fiscal 2026, growing at a CAGR of 34% compared to 13%
for the overall market. The following factors are driving the shift to organized players:

e Changes in Supply Chain structures: Larger, consolidated warehousing has led to increasing need for
speed and reliability over longer distances

e Changing customer expectations: Brands and retailers with omni-channel operations increasingly need to
match turnaround times of e-commerce players at affordable costs

e Infrastructure improvements: Improving road infrastructure combined with availability of larger truck
sizes is leading to higher capacity utilization and lower cost of operations for organized players

e Penetration of technology: Availability of data such road network information, weather data and telemetry
data from IOT devices enables organized players to make better decisions on route and fleet management

e Category expansion: Newer e-Commerce categories such as appliances, home and furniture are better
suited to move through PTL networks due to their large parcel size

New-age technology enabled logistics players are rapidly expanding PTL operations, especially in the Express
PTL segment. Delhivery (post acquisition of Spoton) became the third largest PTL player in India in terms of
revenue as of Fiscal 2021 with market share of ~8.3% in organised PTL market and operates the fastest growing
PTL freight service among the top 10 PTL freight service providers in India as of Fiscal 2021.

205
Truckload Freight: Largest segment of Road Transportation, Ripe for Disruption

Truckload Freight (TL) refers to delivery of a full truck/trailer load of freight, moving directly from shipper or
origin point to consignee or point of destination. This is the largest segment of road transportation, with a market
size of US$109 billion in Fiscal 2020 that is expected to reach U$163 billion by Fiscal 2026. Some of the largest
end users of TL freight include the FMCG, agriculture, raw materials, automotive and spare parts, manufacturing,
retail and pharmaceuticals industries.

Size of the TL Market (US$ billion)

 

eae
_
____——_ i $163 bn
08a $99 bn $109 bn
FY18 FY19 FY20 FY26P
Share of organized players > ca BR

X%  CAGR

Source(s): RedSeer Research, RedSeer Estimate

The TL market has been historically fragmented and plagued with information asymmetries and intermediary
costs. Over 85% of fleet owners operate fleets of less than 20 trucks, and therefore depend on a network of brokers
and transporters (broker-cum-fleet-owners) who match demand and supply of truckload freight locally. Small
fleet sizes coupled with absence of national load-boards and low adoption of technology has led to industry-wide
problems like:

e Inefficient matching of supply and demand, especially on backhaul lanes

e Significant price volatility for customers and earnings volatility for fleet-owners due to seasonality and other
supply shocks

e — High cost of working capital financing

e Inconsistent service quality and long wait times

TL markets globally are witnessing disruption from new-age, technology-enabled logistics providers. The drivers
for this disruption include:

e Digitization of Supply Chain Operations: New-age players provide Transportation management systems.
(TMS) to customers and mobile applications to suppliers of fleet capacity (including self-owned fleets),
thereby creating real-time visibility and more efficient matching of demand and supply and reducing
overhead costs through digitization of previous offline processes

e Real-time visibility and control: Telemetry data from GPS systems, SIM-based tracking and smart-tag
data enable new-age players to ensure service quality and maintain continuous visibility of supply

e  Data-led efficiencies: Analysis of current and historical performance data of fleet-owners, more accurate
demand forecasting and real-time supply visibility enable new-age players to provide better pricing estimates
and also provide working capital financing to fleet-owners at lower costs

e Large internal demand: Integrated players are able to provide captive internal demand from their other
business lines and thereby better lock-in suppliers of truckload freight capacity to their platforms

These drivers are expected to increase share of organized players from ~US$1 billion in Fiscal 2020 to US$7
billion in Fiscal 2026 at a CAGR of 40% vs. 7% in India as well.

DOMESTIC RAIL TRANSPORTATION

India has the 4" largest railway network globally and is also the 4" largest rail freight market in the world. The
domestic rail transportation market stood at a size of ~US$21 billion in Fiscal 2020, which is expected to reach
US$47 billion by Fiscal 2026 at a CAGR of 17%. However, rail’s share in freight has been continuously declining,

206
standing at 18% in 2020 (versus 71% for road transportation). This has been driven by historical under-investment
in capacity expansion and a lack of upgradation of existing capabilities and high-density routes.

The Indian government has made rail a key investment priority, with several initiatives such as development of
the Dedicated Freight Corridor and introduction of roll-off-roll-on (RORO) capabilities on select routes. Several
factors suggest that rail could be a cost-effective and efficient alternative for a significant share of India’s freight
in the future:

e Commodity mix that has a high share of bulk goods — suitable for rail’s bulk-handling capabilities
e Longer travel distances are suitable to rail’s economies of scale relative to road freight transport

DOMESTIC AIR EXPRESS TRANSPORTATION: NICHE SEGMENT WITH LIMITED GROWTH

The domestic air-express transportation market was estimated to be US$0.8 billion in Fiscal 2020 and is expected
to touch US$1.2 billion Fiscal 2026. Air-express is a relatively niche service suitable for highly time-sensitive
shipments requiring reliable, mid to long-distance transportation.

Air cargo in India is moved through dedicated cargo aircraft as well as belly capacity available on passenger
planes. The market is serviced mainly by Air India and a few charter cargo operators and domestic passenger
airlines. A large and fragmented base of domestic freight forwarders also function as booking and fulfilment
agents for air-express capacity. The sector faces increasing competition from infrastructure and speed
improvements in road transportation, which is significantly more cost-efficient. As a consequence, this segment
is expected to grow at a slower rate than the overall logistics market.

CROSS-BORDER LOGISTICS: NASCENT SEGMENT WITH LARGE GROWTH POTENTIAL

Cross-border transportation is done primarily through air and ocean shipping. The cross-border air transport
market stood at ~US$5.4 billion in Fiscal 2020 and is expected to reach US$8.2 billion by Fiscal 2026. Airports
Authority of India handled ~2 million MT of international freight movements (import + export) in Fiscal 2021.
The international air freight market is driven by growth in trade, especially cross border e-commerce (import as
well as Indian sellers selling in global markets). Ocean freight is significantly more cost-efficient than air-freight,
and suited for larger, less time-sensitive freight movements. Ocean freight forms 25-30% of the total cross-border
transportation market.

Capacity in the cross-border transportation market is quite consolidated in both air and ocean segments. Air freight
is dominated by international integrators such as FedEx and DHL and domestic and international passenger
airlines, while ocean freight is primarily serviced by large liner companies such as AP Moeller Maersk. However,
as with domestic air express, a large network of domestic booking agents and freight forwarders function as re-
sellers of this capacity to enterprise and SME customers across the country.

WAREHOUSING

India had a per capita warehousing stock of 0.02 sq. m. compared to the US and China which had per capita
warehousing stock of 4.4 sq. m and 0.8 sq. m. respectively, as of 2020. While warehousing space taken up fell
11% YoY in Fiscal 2020, overall warehousing market growth has been robust, at 44% CAGR during Fiscal 2017-
2020.

Demand for warehousing is being driven by rapid growth in e-commerce, organized retail, manufacturing and
international trade. Increasing private investments from domestic and foreign investors and easing of regulations
are further driving consolidation and growth of the sector, including specifically:

e — Rollout of GST leading to demand for large, consolidated warehousing

e Increasing shift towards optimization of “total-cost” of supply chain (both direct and indirect costs), leading
to preference for integrated and scaled-up logistics players

e Increased demand for high volume, low cost operations for e-commerce fulfilment with flexibility to handle
multiple categories of goods

e Increasing adoption of technology such as WMS and Warehouse Control System (WCS) systems, data
analytics and automation

207
SUPPLY CHAIN SERVICES: KEY ENABLER FOR RAPIDLY CHANGING COMMERCE
LANDSCAPE

Supply chain services refers to integrated warehousing, transportation and technology solutions created for
industry-specific and customer-specific requirements. The Indian supply chain services market (including
warehousing) was estimated to be US$65 billion in Fiscal 2020 and is expected to reach US$109 billion by Fiscal
2026. The share of organized players is expected to increase from US$1.6 billion in Fiscal 2020 to US$13-15
billion in Fiscal 2026 at a CAGR of 42-45%.

Within the overall supply chain services market, the integrated supply chain services segment is an evolving
segment requiring bespoke supply chain solutions. These bespoke solutions are designed to solve structural
challenges such as:

Improving real-time visibility and control of key supply chain metrics

Managing operations across multiple demand channels, especially combining online and offline
Increased need to share infrastructure and operational capacity to reduce overall supply chain costs
Need to reduce cost of inventory through optimal sourcing or manufacturing and placement
Expansion into new markets (Tier 2+, rural) while maintaining service quality

Ability to create new operational processes in response to changing customer and market needs

Demand for these complex integrated solutions is driving enterprises to increasingly seek a single or smaller set
of service providers. The overall integrated supply chain services market size is pegged at ~US$6 billion in Fiscal
2020 and expected to reach ~US$17 billion in Fiscal 2026 growing at a CAGR of 20%.

Size of the Indian Supply Chain Services Market

Supply Chain Services Market

Integrated logistics service
Ml Other Storage Costs

(Spoilage, manpower, etc)
MB Warehousing

+X%) CAGR

   

 

 

CAGR
en) bn (F¥20-26P)
+12% —<——__ ep»
—_, $65 bn
$52 bn Soeba
ra
FY18 FY19 FY26P
Share of organized 2.5% 12-13%
players >

Source(s): RedSeer Analysis, RedSeer Research.
Note(s): (1) Integrated logistics service includes management of first mile, line-haul, last mile shipment movement and warehousing,
packaging & processing of shipments. (2) The market includes services by Captive logistics arm and third-party logistics players

FUTURE TRENDS AND OPPORTUNITIES IN THE SECTOR

Supply Chain Technology Systems: Global logistics, despite decades of development, continues to be plagued
with inefficiencies due to unavailability or lack of inter-operability of systems used by shippers, operators and

208
other entities across the supply chain. Offering standardized supply chain technology in the form of flexible,
configurable transportation and warehouse management systems (TMS/WMsS) and creating unified information
standards would address many of these inefficiencies. The total logistics Software as a Service (SaaS) opportunity,
including operations technology and associated products, is estimated to be ~US$18 — 25 billion as of Fiscal 2020.

Supply Chain Financing: Scaled-up, organized players have gained proprietary access to large sets of customer,
product and geographic data which are valuable to lenders or to these organized players themselves to provide
financing to various participants in the supply chain. This could include working capital or asset financing to
partners in the logistics value chain or even to counterparties trading with each other via the supply chain platform.

Greening of the Industry: The Indian government is increasingly encouraging adoption of electric vehicles in
logistics operations to reduce emissions. Organized players are well-positioned to lead the transition to electric
vehicles in cargo as well as pick-up and delivery operations.

IN SUMMARY

In summary, with the evolution of the Indian logistics and supply chain market, driven by changing needs of
enterprises and customers, favourable regulatory changes, availability and penetration of technology systems and
availability of capital, technology-enabled and integrated logistics players are best positioned to disrupt the
market.

As businesses and their customers evolve the need for flexible and scalable logistics services becomes increasingly
important. Technology and data analytics capabilities are becoming key to enable a holistic view of the entire
supply chain. Traditional players in the Indian market have been built with a manpower and infrastructure-first
mindset with insufficient investment in developing technology and data analytics capabilities. As a result,
traditional players who have remained focused on a single segment or geography and are operating with time-
consuming, manual processes lack the technical capability, organization design and management expertise to keep
up with the changing market.

New-age players have built sophisticated proprietary technology systems and are investing in data sciences (AI
& ML), cutting edge engineering and automation and new age technologies — Vision ML, drones and robotics
with APIs that can integrate with a universe of customer systems, business applications and partners, along with
advanced data analytics capabilities. These systems also contain feedback loops built over long periods of time
and serve large number of customers that enable them to become more intelligent with time and react faster to
changing customer needs.

As a result, organized, new-age and technology-enabled logistics players in India are positioning themselves for
growth in digital consumption in India across eCommerce, D2C, omni channel and other digital commerce as
well as in the offline commerce. Among such players, Delhivery is well positioned at the cross-section of the
various logistics sector growth drivers including infrastructure, offline commerce, digital consumption and
adoption of technology & data sciences.

Amongst independent e-commerce focused logistics players, Delhivery has made the highest investments in

technology and automation (in warehouse and sortation centres) and has built the largest technology team of
engineers, developers and data scientists and is well positioned to gain share across business lines.

209
COMPARATIVE ANALYSIS OF OPERATING METRICS OF SELECT INDIAN PLAYERS

 

Blue Dart Express Ltd. Boers ae Mahindra Logistics Ltd.
Parameters
FY20  FY21 9MFY22 i> 21) res EVI 2) FY20 res EN os)
a ~40,000 40,000 40,000
g 14,000 @ pickup and pickup and pickup and
zg + 14,000+  14,000+ 14,0004" Golivery delivery delivery 40,000 17,000 21,000+
3 . pincode — pincode ae ae aes - : : -
3 pincod § s incodes Points; points; points; locations pincodes pincodes
& es P ~95% 95% 95%
= ; ; ;
z pincodes _pincodes pincodes
5
z 13,000
S 000 42,000+ 12,000+ + 12,000+ ~——3,000+ 3,000+ ~3,000 3,000+ 17,840 17,067 18,649 -
5
=
"17+ Mn sq ft
1GMnsqft of
of warehousing
z warehousing space
5
g space spread spanning the sa
% 15+ Mn across pan- _pan-India TR
z square feet. India network _ network of of
e = od = es es = od = (sq ft) of of multi-user — multiuser warehousin
b warehousing _built-to-suit warehouses,
3 i g space
z space warehouses,  built-to-suit
5 contracted
3 stockyards, warehouses,
£ network hubs stockyards,
< and cross- network hubs,
docks and cross-
docks.
4
Be _ _ _ _ _ _ _ _ 300+ 300+ 300+ 300+
2 5 customers customers customers customers
Z6
¢ 11122 22,336 11,122, 11,100+ «= 9990, 5,000 5,000 5,000
z ; ehieles vehicles ehicee, ontaineris containerise containerise _containerise - 10,000+ 10,000+ 5,500+
& vehicle: : venicleS: edvehicles dvehicles  dvehicles _—_d vehicles vehicles vehicles vehicles

 

210
Blue Dart Express Ltd. Gyo poriees ace
Parameters

FY20 ce

 

ya SMFY22 FY20 a a | SMFY22

 

6 6 boeing
6 Boeing Boeing 757-200
Boeing 757-200 757-200 freighter
757- freighter freighter aircraft
200 aircraft aircraft
freight
er
aircraft
g
=e 75+
8 ; 5 Stockyards;
2 1665 2,173 = 2113 sorting 7B S0Ming = PB sorting gk outing nofactony
= aia ae ea . centers; centers; i
Ds faciliti facilities facilities 2100+ centers; gags branch 00+ branch CeMteTS; stores and
Cas es and and and facilities 700 branch “Soins pan setups pan 850+ line-feed at
=¢ hubs hubs hubs offices Pe Ps Pi branches over 50
S India India A
nz manufacturin
2 g locations
Es
Zs

Source(s): Annual reports, Investor Presentations
Note(s) : Information for the players have been sourced from either of annual reports and/ or investor presentation as available latest on the website and BSE.

Mahindra Logistics Ltd.

ie 4

 

0

deployed
every month

In-factory
stores and
line-feed at
over 50
manufacturin
g locations;
35 hub
locations;
50+
stockyards;
200+
warehouses

deployed
every month

i 2

       

 

deployed
per day

In-factory
stores and
line-feed at
over 50+
manufacturin
g locations;
50+ hubs;
50+stockyard
s;
250+
warehouses

50+ hubs

1) ) Since Pin code (Zip Code) coverage data is not disclosed for BlueDart Express Ltd in the filings for 9MFY22 / As of December 2021, we have provided the latest data available for 6MFY22 / As of September 30,

2021

211
OUR BUSINESS

Unless otherwise indicated, industry and market data used in this section has been derived from the RedSeer
Report, which has been commissioned and paid by us in connection with the Offering. 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 RedSeer Report
is available at the following web-link: https://www.delhivery.com/investor-relations/material-contracts/.

OVERVIEW

We aim to build the operating system for commerce. Our business is guided by three operating principles:

People-centricity: Our infrastructure, network and technology enable us to solve supply-chain problems that
affect millions of people every day.

Growth through partnership: We believe that systemic change requires cooperation and collaboration. Our
infrastructure and technology capabilities are designed to be accessible to our partners in India and around the
world.

 

Efficiency, always: Saving money for our customers allows them to do more with what they have. We strive
relentlessly for efficiency and for new ways to reduce costs throughout the supply chain.

According to the RedSeer Report, which has been exclusively commissioned and paid for by us in connection

with the Offer, we were the largest and fastest growing fully-integrated logistics services player in India by
revenue as of Fiscal 2021. We have achieved significant scale and growth, as demonstrated by the below metrics.

17,488 §©6 QS.

Pin-codes covered®)

 

%36.47 Bn ga | | 48.49%

Revenue from operations(") Revenue CAGRI

4.2 Bn+ 4 22% ©)

 

 

11,000+  '&

E-commerce parcel
Express parcels shipped’ market share(® Network Partners!

‘Sq. Ft. Logistics infrastructure!) PTL freight shipped®) Truck load trips completed'®)

 

23,113 a 86,000+

Active Customers) a Team size(3)

80+ i

Technology applications'*)

14.27Mn_ fa chimera n= “7 |

Notes: All figures exclude Spoton, unless otherwise specified.

For Fiscal 2021.

For the period from Fiscal 2019 to Fiscal 2021.

As of December 31, 2021.

Since inception.

Market share of the overall e-commerce volume (including captive players) in the third quarter of Fiscal 2022, as per the RedSeer

Report, which has been exclusively commissioned and paid for by us in connection with the Offer.

6. For Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine months ended December 31, 2021, excluding internal demand for line haul
trucks deployed within our network for purposes of our service offerings.

7. For Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine months ended December 31, 2021

8. Includes permanent employees and contractual manpower (excluding daily wage manpower and security guards and Spoton) as of
December 31, 2021, and last mile delivery agents in the month of December 2021.

Reh P

Our mission is to enable customers to operate flexible, reliable and resilient supply chains at the lowest costs.

We provided supply chain solutions to a diverse base of 23,113 Active Customers (excluding those serviced by
Spoton) such as e-commerce marketplaces, direct-to-consumer e-tailers and enterprises and SMEs across several
verticals such as FMCG, consumer durables, consumer electronics, lifestyle, retail, automotive and manufacturing,

212
for the nine months period ended December 31, 2021.

This

is achieved through high-quality logistics infrastructure and network engineering, a vast network of domestic

and global partners and significant investments in automation, all of which are orchestrated by our self-developed

logist
data.

tics operating system that is guided in real-time by deep sources of proprietary network and environmental
Together, these create intersecting flywheels that drive network synergies within and across our services

and enhance our value proposition to customers.

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The key differentiators of our business are:

Integrated solutions: We provide a full range of logistics services, including express parcel delivery,
heavy goods delivery, PTL freight, TL freight, warehousing, supply chain solutions, cross-border
express and freight services and supply chain software, along with value added services such as e-
commerce return services, payment collection and processing, installation and assembly services and
fraud detection.

Proprietary logistics operating system: Our in-house logistics technology stack is built to meet the
dynamic needs of modern supply chains. We have over 80 applications through which we provide
various services, orchestrated by our platform to govern transaction flows from end to end. Our platform
is designed as a set of foundational layers, libraries and APIs that form the building blocks for logistics
applications and provides a configurable framework and tools to enable both internal and external
developers to build custom applications. In Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine months
period ended December 31, 2020 and December 31, 2021, our investments in technology, comprising
investments in our team and other infrastructure relating to data intelligence, our proprietary logistics
operating system, cyber security, hardware, software and cloud infrastructure, amongst others, amounted
to 7943.61 million, 21,377.34 million, 21,701.66 million, 71.288.17 million and 22,418.03 million,
respectively.

Data Intelligence: We collect, structure, store and process vast amounts of transaction and
environmental data to guide real-time operational decision making. Since our inception, we have
collected participant, product, location and network data for over 1 billion orders along with over 30
billion shipment lifecycle events points. We have used machine learning extensively to build various
capabilities, including intelligent geo-location, network design, route optimisation, load aggregation,
ETA prediction, product identification and fraud detection, which enable us to execute operations in an
efficient and precise manner.

Automation: We operated 21 fully and semi-automated sortation centres and 82 gateways across India
(excluding Spoton) as of December 31, 2021. We had a Rated Automated Sort Capacity of 3.70 million
shipments per day as of December 31, 2021. We have automated material handling systems at our
gateways in Tauru (Haryana), Bhiwandi (Maharashtra) and Bengaluru (Karnataka). This automation,
combined with system-directed floor operations, path expectation algorithms and machine-vision guided
truck loading systems, together enable our facility staff to be more productive and reduce errors in their

213
operations. In Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine months period ended December 31,
2020 and December 31, 2021, our investments in automation infrastructure, such as sorters and other
equipment, amounted to 2192.91 million, 3376.24 million, 2178.96 million, 7148.62 million and
21,289.79 million, respectively.

Unified Infrastructure and Network: We operate a pan-India network and provide our services in
17,488 postal index number (“PIN”) codes, as of December 31, 2021. Our logistics platform, data
intelligence and automation enable our network to be seamlessly interoperable and allow us to share
infrastructure and operational capacity across business lines and set new service standards, such as
providing e-commerce-like turnaround times to traditional part-truckload shippers on several lanes.

Asset-light operations: We follow an asset-light model. As of December 31, 2021, all of our logistics
facilities were leased from third parties. Pursuant to the FedEx Asset Purchase Agreement which came
into effect on December 5, 2021, ownership of nine facilities aggregating 12,671 sq. ft. is in the process
of being transferred from FedEx to us. Our approach is to invest in critical service elements and IP-
sensitive areas of the network, while delivering services through a large number of network partners.
Network partners with warehousing, freight (truckload or air) or first/last-mile capacity can sign up and
find customers via our partner applications. Our systems function as managed marketplaces that match
partner capacity with Delhivery internal and third-party client demand based on partners’ service quality
ratings and pricing. This approach has enabled us to quickly expand to geographically dispersed
locations, optimize loads, improve our cost structure and maintain flexibility in handling seasonal
variations and changes in client requirements while incurring minimal fixed costs and capital
expenditures.

Entrepreneurial team: Our experienced team has driven service excellence and industry-first
innovations that have enabled us to gain market leadership in a short span of time. Our team comes from
diverse backgrounds in engineering, technology, operations, R&D and design from across industries
such as technology, e-commerce, manufacturing, telecommunications, management consulting,
financial services and the armed forces, among others.

KEY FINANCIAL AND OPERATIONAL PERFORMANCE INDICATORS

The following table provides a snapshot of our key financial performance indicators (including Spoton financials
which were consolidated with effect from August 24, 2021) and operational performance indicators (excluding
Spoton) as of and for the dates indicated.

 

 

As of and for the
As of the end of and for Fiscal Year Ended March 31, nine months
ended
2019 2020 2021 December 31,
2021
PIN code reach 13,485 15,875 16,677 17,488
Infrastructure (in million
square feet) 5.96 9.85 12.23 14.27
No. of gateways 73 83 88 82
Rated Automated Sort
Capacity (in million
parcels/day) 1.58 2.26 2.62 3.70
Number of delivery points 2,258 2,973 3,382 3,836
Team size”) 28,830 40,416 53,086 86,184
No. of Active Customers 4,867 7,957 16,741 23,113
Revenue from contracts
with customers (in &
million) 16,538.97 27,805.75 36,465.27 48,105.30
Restated loss for the
period/ year (in
million)? (17,833.04) (2,689.26) (4,157.43) (8,911.39)
EBITDA (1,370.71) (1,720.47) (1,003.79) (2,317.92)
Adjusted EBITDA (in =
million)2@) (1,876.44) (2,531.93) (2,532.83) (348.01)

 

(1) _ Includes permanent employees and contractual workers (excluding daily wage manpower and security guards and Spoton) as of the

last day of the period, as well as last mile delivery agents in the last month of the period.

(2) Spoton financials were consolidated with effect from August 24, 2021.

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(3) Share based payment expenses pertaining to ESOPs are excluded from Adjusted EBITDA calculations.

We acquired Spoton, an express PTL freight service provider in India, in August 2021. The following table
provides a snapshot of Spoton’s key operational performance indicators as of and for the dates indicated.

 

As of the end As of and for the nine

 

of and for months ended

Fiscal

2021 December 31, 2021
PIN code reach 12,764 13,087
Infrastructure (in million square feet) 2.62 2.85
No. of gateways 38 40
Number of service centres, including partner operated locations 320 343
Team size”) 1,991 2,092
No. of Active Customers 5,234 5,541

 

(@)_ Includes permanent employees and contractual workers (excluding daily wage manpower and security guards) as of the last day of
the period.

The following table provides our revenue by service for Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine
month periods ended December 31, 2020 and 2021:

 

     

‘Nine months period ‘Nine months period
Fiscal 2019 Fiscal 2020 Fiscal 2021 ended December 31, ended December 31,
2020 2021
% of % of % of % of % of
revenue revenue revenue revenue revenue
in from Gin from from @ from in from
m) contracts million) _—_contracts contracts million) contracts million) __ contracts
with with with with with
customers customers customers customers customers

 

Income

Revenue from
Services 16,538.97 10.00% 27,748.25 99.79% 36,354.38 99.70% 26,350.52 99.67% 46,230.56 96.10%
Revenue from
Express Parcel
Services 13,730.73 83.02% 19,288.56 69.37% 25,505.15 69.94% 18,830.38 «71.22% 29,587.59 «61.51%
Revenue from
Part Truck
Load Services 1,402.21 8.48% 2,306.50 8.30% 3,841.61 10.53% 2,770.08 10.48% 8,639.64 17.96%
Revenue from
Truck Load
Services — — 3,659.33 13.16% 2,141.29 5.87% 1,327.44 5.02% 1,853.34 3.85%
Revenue from
Supply Chain
Services 1,320.09 7.98% 2,149.22 7.73% 3.90058 10.70% 2,702.04 10.22% 3,505.92 7.29%
Revenue from
Cross-Border
Services 85.94 0.52% 344.30 1.24% 963.63 2.64% 719.57 2.72% 2,637.85 5.48%
Obes 034 0.00% 212 0.01% 1.01 0.00% 6.22 0.01%
Revenue from
Sale of Traded
Goods — — 57.50 0.21% 110.89 0.30% 88.14 0.33% 1,874.74 3.90%
Revenue from
contracts with
customers 16,538.97 100.0% 27,805.75 10.00% 36,465.27 100.0% 26,438.66 10.00% _ 48,105.30_ 10.00%
@ Financial results for the nine months period ended December 31, 2021 include results of Spoton from the date of acquisition of
Spoton (i.e. August 24, 2021).

The table below provides the number of shipments by service for the fiscal and period presented:

 

 

Fiscal 2019 ‘Fiscal2020.-‘Fiscal2021._—~—~«Nine Nine months
months period ended
period December 31,
ended 2021
December
31, 2020

Express parcel _ million 148.49 224.55, 289.20 207.27 406.51

215
 

Fiscal 2019 Fiscal 2020 Fiscal 2021 Nine Nine months

 

months period ended
period December 31,
ended 2021
December
31, 2020

Part Truck tonnes 121,626 243,400 373,854 235,585 438,795

Load
In addition, Spoton, which we acquired in August 2021 had PTL volume of 758,730 tonnes, 508,026 tonnes and
683,999 tonnes for Fiscal 2021 and the nine months period ended December 31, 2020 and the nine months period
ended December 31, 2021, respectively.

 

OUR MARKET OPPORTUNITY

As per the RedSeer Report, which has been exclusively commissioned and paid for by us in connection with the
Offer, the Indian logistics market presents a large addressable opportunity, with direct spends on logistics of
approximately US$216 billion in Fiscal 2020 and is expected to grow to approximately US$365 billion by Fiscal
2026 ata CAGR of 9%. This growth will be driven by strong underlying economic growth, a favourable regulatory
environment, growth of domestic manufacturing, rapid growth of the digital economy and improvements in
India’s transportation infrastructure.

India also witnesses high indirect logistics spends, estimated at US$174 billion in Fiscal 2020 and expected to
marginally decline to US$166 billion by Fiscal 2026, as per the RedSeer Report, which has been exclusively
commissioned and paid for by us in connection with the Offer. These indirect spends are primarily incurred due
to inefficiencies such as slow turnaround, high inventory carrying costs and losses due to damages and pilferage.
These inefficiencies have arisen due to legacy reasons such as complex tax structures, poor transportation
infrastructures and prolonged under-investment in technology, engineering and data capabilities, automation,
skilled labour and talent. As a result, the industry has remained fragmented and unorganized, with organized
players in the road transportation, warehousing and supply chain services segments having a market share of
approximately 3.5% in Fiscal 2020 and approximately 5.5% in Fiscal 2021, as per the RedSeer Report, which has
been exclusively commissioned and paid for by us in connection with the Offer.

With changes in customer requirements, changes in demand patterns in traditional commerce and the emergence
of the internet economy, the demand for flexible and scalable logistics services has become increasingly important.
As a result, the share of organized players in the road transportation, warehousing and supply chain services
segments is expected to reach 12.5-15.0% by Fiscal 2026, implying a CAGR of approximately 35% between
Fiscal 2020 and Fiscal 2026, as per the RedSeer Report, which has been exclusively commissioned and paid for
by us in connection with the Offer. This growth is expected to be driven by the organized players’ ability to offer
integrated services, network and scale-driven efficiencies and larger investments in technology and engineering.

The segments underlying our largest lines of business, namely express parcel delivery, express PTL and
warehousing and supply chain services, are expected to grow faster than the logistics industry and to witness
consolidation among organized players. As per the RedSeer Report, which has been exclusively commissioned
and paid for by us in connection with the Offer, the express parcel delivery segment, which is mostly catered to
by organized players, is expected to grow at a CAGR of approximately 28-31% by value to US$10-12 billion by
Fiscal 2026. Organized players are expected to benefit from the continued growth of e-commerce and the
emergence of new business models such as D2C, social commerce and eB2B, which rely heavily on 3PL express
delivery. As per the RedSeer Report, which has been exclusively commissioned and paid for by us in connection
with the Offer, the express PTL segment is expected to grow from approximately US$3.3 billion in Fiscal 2021
to approximately US$9 billion in Fiscal 2026 at a CAGR of 21% and to witness a significant increase in the share
of organized players from approximately 40% to approximately 70% during the same period. As per the RedSeer
Report, which has been exclusively commissioned and paid for by us in connection with the Offer, the
warehousing and supply chain services segment is expected to grow from approximately US$65.0 billion in Fiscal
2021 to approximately US$109.0 billion in Fiscal 2026 at a CAGR of 9% from Fiscal 2020 to Fiscal 2026 and
witness consolidation of share by organized players from US$1.6 billion in Fiscal 2020 to US$13 — 15 billion in
Fiscal 2026, at a CAGR of 42 ~ 45% for the same period. Among our other business verticals, the TL market is
expected to grow by 7% between Fiscal 2020 and Fiscal 2026 from US$109.0 billion to US$163.0 billion, with
the market share of organized players to increase from approximately 1% in Fiscal 2020 to more than 3% in Fiscal
2026, as per the RedSeer Report, which has been exclusively commissioned and paid for by us in connection with
the Offer. Similarly, the cross-border air transportation market is expected to grow from approximately US$5.4

216
billion in Fiscal 2020 to US$8.2 billion in Fiscal 2026, as per the RedSeer Report, which has been exclusively
commissioned and paid for by us in connection with the Offer.

We believe that the combination of our integrated solutions, proprietary logistics operating system, data
intelligence capabilities, automation, asset light operations and entrepreneurial team positions us well to address
this large market opportunity.

OUR SERVICES
The integration of our technology platform with our physical network and its operations enables us to provide

comprehensive supply chain solutions to a wide range of customers. The following schematic depicts our overall
service map:

    

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Under deepen

e Express Parcel

As per the RedSeer Report, which has been exclusively commissioned and paid for by us in connection with
the Offer, we were the largest and fastest growing 3PL express parcel (and heavy parcel) delivery player in
India by volume and revenue as of Fiscal 2021 and the nine months period ended December 31, 2021, with
a market share of approximately 24% to 25% of the overall e-commerce parcel volumes (including captive
players) in India for the three months period ended December 31, 2021. We have delivered more than 1.2
billion shipments since incorporation. Our shipment volume grew from 148.49 million orders in Fiscal 2019
to 289.20 million orders in Fiscal 2021 on an annual basis, representing a CAGR of 40%. For the nine months
period ended December 31, 2021, we delivered 406.51 million shipments. Our customers include e-
commerce marketplaces, vertical e-commerce retailers, D2C brands, omni-channel retailers, SMEs, banks
and financial institutions. For the nine months period ended December 31, 2021, 20,498 Active Customers
used our express parcel delivery services.

We have increased the capacity of our network as we have scaled our business. Our network is designed to
ensure performance under large volume fluctuations that are a routine occurrence in the e- commerce market
and during month-end periods in the freight market. This is reflected in our peak daily parcel pick-up volume
that has increased from approximately 0.80 million parcels during Fiscal 2019 to 3.29 million parcels for the
nine months period ended December 31, 2021.

Our express parcel delivery network, which serviced 17,488 PIN codes for the nine months period ended
December 31, 2021, covering 90.61% of the 19,300 PIN codes in India as of December 31, 2021 (per India
Post), is capable of handling consignments of up to 10 kilograms with same-day and next-day capabilities
and 48-96 hour deliveries for long-distance orders. We also provide value-added services such as reverse
logistics for returns with quality inspection and product replacement services. We also provide person-
specific deliveries involving delivery to a specified person after validating the person’s identity; address-
specific deliveries involving delivery to an address specified by the shipper (and not the recipient) and time-

217
specific delivery involving delivery within a time slot provided by the recipient. In addition, we offer cash
on delivery and other modes of payment on delivery.

We launched our heavy goods service in 2016, comprising the warehousing and delivery of heavy goods,
such as large electronic goods, or white goods, furniture and sports equipment. As per the RedSeer Report,
which has been exclusively commissioned and paid for by us in connection with the Offer, large appliances,
white goods and furniture are among the emerging and fastest growing categories in e-commerce. This
service leverages our existing warehousing capabilities, the reach of our express parcel network and the
capacity to handle large goods of our PTL freight service. As a result, we operate the largest network for
heavy parcel (large appliances or white goods, appliances, home and furniture and sports equipment) delivery
in India, as per the RedSeer Report, which has been exclusively commissioned and paid for by us in
connection with the Offer. Our shipment volume has grown by more than six times from 0.85 million
shipments in Fiscal 2019 to 5.26 million shipments in Fiscal 2021 on an annual basis. In May 2021, we also
launched installation and assembly services for consumer durables and furniture. For the nine months period
ended December 31, 2021, 264 e-commerce, enterprise and D2C Active Customers used our heavy goods
services.

We have also launched Delhivery Direct, our C2C shipping service in June 2021, which enables individual
consumers to ship parcels from their homes.

PTL Freight

We launched PTL freight services focused on the B2B express segment in 2016 after achieving significant
scale in our express parcel network and establishing a full-fledged surface line-haul network to service its
volume. In Fiscal 2021, we delivered 373,854 tonnes of freight, growing at a CAGR of 75% between Fiscal
2019 and Fiscal 2021.

We acquired Spoton in August 2021 to further scale our PTL freight services business. Spoton delivered
758,730 tonnes and 683,999 tonnes of freight in Fiscal 2021 and the nine months period ended December
31, 2021, respectively, and had a network presence across 13,087 PIN codes with 2.85 million sq. ft. of
infrastructure as of December 31, 2021. As per the RedSeer Report, which has been exclusively
commissioned and paid for by us in connection with the Offer, following our acquisition of Spoton, we
became the third largest PTL freight player in India in terms of revenue as of Fiscal 2021, with a market
share of approximately 8.3% of the organized PTL market in India. Our Company also operated the fastest
growing PTL freight service amongst the top 10 PTL service providers in India as of Fiscal 2021, as per the
RedSeer Report, which has been exclusively commissioned and paid for by us in connection with the Offer.

In keeping with our strategy of unifying our infrastructure and network, our PTL service is designed around
shared linehaul operations with the express parcel business. This has enabled us to build larger, automated
gateways, operate larger trucks, including tractor-trailers and enhanced capacity utilization in our mid-mile
operations. Our shared network allows us to offer e-commerce equivalent turnaround times and direct reach
across our entire network to PTL freight customers.

We provide a full suite of freight services including door-to-door and hub-to-hub delivery, time-definite and
appointment-based delivery and value-added services such as contactless delivery, electronic proof-of-
delivery, transportation of oversize cargo (up to 1 tonne/shipment), reverse pick-ups, invoice value
collection and freight collection through cash and digital payment methods.

Together with Spoton, we had over 7,900 Active Customers for the nine months period ended December

31, 2021 across industries such as consumer durables, auto, lifestyle, fashion, e-commerce, FMCG and
retail.

TL Freight

Our truckload freight brokerage platform, “Orion”, connects shippers with fleet-owners and suppliers of
truckload capacity across the country via a centralized bidding and matching engine.

The Orion platform allows shippers and our teams to post their spot and long-term truckload freight

requirements. Registered agents and fleet owners can then bid for these jobs via our in-house application,
“Axle”. Subsequently, loads are matched to capacity based on price and service quality. All operational and

218
financial processes including job creation, bidding, matching, real-time tracking, document management
and financial transactions are managed in real-time on the Orion platform.

In January 2020, we acquired Roadpiper Technologies Private Limited, a digital freight broker with fleet
owner, load-matching and pricing applications. This has strengthened our capability to engage with
suppliers of truckload capacity.

The Orion platform was first built based on experience with a large amount of internal truckload demand
generated by our operations, with more than 9,000 trips on average per month for the period from October
2017 to March 2018. This enabled us to ascertain the platform capabilities and establish a consistent base
load.

The Orion platform was opened to external transacting customers in Fiscal 2019. As of Fiscal 2021, we had
449 Active Customers and over 1,850 transportation partners. Since the inception of the platform, more than
75,000 trucks have been registered on the Orion platform and have completed more than 160,000 third-
party truck placements, as of December 31, 2021.

Supply Chain Services

We provide integrated supply chain solutions to e-commerce and corporate customers. Our supply chain
solutions combine the strength of our warehousing and transportation operations, infrastructure, network
and technology with deep data-science and business intelligence capabilities. This enables us to provide
comprehensive and integrated multi-channel order fulfilment solutions that improve the reliability, speed and
cost-efficiency of our customers’ supply chains. Our solutions are designed to be modular and configurable
with the flexibility to choose multiple fulfilment and transportation models and partners.

Our warehousing solutions comprise warehouse management, in-warehouse processing and order fulfilment
services that enable customers to optimize inventory management and delivery timelines. Our E2E solutions
use system-directed operations to help optimize inventory management, transportation selection, delivery
timelines and overall costs. This is driven by our self-developed WMS system “Godam”, which supports
multi-tenant, multi-channel operations. We also provide integrated transportation services as part of overall
order fulfilment, including PTL, TL, cross-border freight, intra-city distribution and express parcel delivery
services.

We acquired Primaseller Inc. in February 2021 to enable D2C e-commerce brands and omnichannel retailers
to integrate their online and offline channels with our logistics network. This allows us to provide a reliable
order-to-delivery promise to end consumers.

As of December 31, 2021, we operated over 6.08 million square ft. of warehousing infrastructure across 81
warehouses, compared to 0.59 million square ft. across 15 warehouses in 2016. For the nine months period
ended December 31, 2021, 77 Active Customers used our supply chain services solutions.

Cross-Border Services

We began providing door-to-door and port-to-port express parcel services to and from India in 2018 to meet
the rising demand for cross-border e-commerce and expanded this offering to include cross-border air-cargo
services in late 2019.

Our cross-border operations are powered by our global shipping service, “Starfleet”, where we follow a
“string of pearls” strategy, integrating global networks and airlines on the same platform, providing a
single-window visibility into express and freight global shipping to shippers. “Starfleet” also provides
international air cargo services through a mix of charter and block space agreements through partnerships
with major airlines on certain trade corridors of India, such as the US, Europe and China.

We have established a reciprocal alliance with Aramex and FedEx, both of whom are global express leaders,
for customs clearance, pickup and delivery services. We entered into an alliance with Aramex in March
2019, expanding our coverage in Middle East and North Africa, and providing reciprocal access to Aramex
customers to our India network. In July 2021, we executed an agreement to facilitate a strategic alliance
with FedEx, targeted principally at expanding our coverage in the North American, European, Australian
and Asian markets. This agreement became effective on December 5, 2021. Further, our domestic partners,

219
efficiency, reliability and operational quality.

As of December 31, 2021, 21 of our gateways were equipped with 25 automated parcel sorters having a
Rated Automated Sort Capacity of 3.70 million shipments per day. Four of our largest gateways had
automated material handling systems to increase operational throughput and improve quality of handling.
These automated material handling systems provide throughput ranging from 3,000 to 32,000 shipments
per hour. For Fiscal 2019, Fiscal 2020 and Fiscal 2021 and for the nine months ended December 31, 2021,
the estimated utilisation of sortation capacity in our network infrastructure was 20.35%, 31.46%, 30.57%
and 38.55% respectively. Depending on the distribution profile of shipment volumes, the utilisation of
sortation capacity varies considerably in a day and during the year and also varies considerably between
different locations where sortation capacity has been installed.

On December 31, 2021, we acquired 34.55% of the share capital (on a fully-diluted basis) of Falcon, a
logistics automation solution provider, pursuant to a share subscription agreement and a share purchase
agreement, and also entered into a business co-operation agreement with Falcon.

Aerial View of the Tauru Gateway (Haryana)

Feeder lines between trucks and sorter

Multi-level sorter

Shipment Chutes
Fulfilment centres (“FC”):

As of December 31, 2021, we operated 93 fulfilment centres with an aggregate floor area of 6.25 million
square feet, including 12 fulfilment centres of Spoton with an aggregate floor area of 0.17 million square
feet. Our fulfilment centres are capable of multi-client, multi-channel operations, and of servicing B2C and
B2B inventory management and order fulfilment requirements. Our fulfilment centres are located in
strategic supply and consumption clusters to enable customers to place inventory closer to their end
consumers and reduce overall order fulfilment timelines. Several FCs are also co-located and operationally
integrated with our gateways, further enhancing delivery speed and reducing overall fulfilment costs.

 

 

Bhorakalan FC (Haryana)

221
SpiceJet Limited (SpiceJet) and Interglobe Aviation Ltd. (Indigo), enable charter and block space cargo and
cargo clearance.

Our cross-border service is accessible to all of our existing customers and also via our retail sales network
of over 397 retail points as of December 31, 2021. In Fiscal 2021, we had 407 Active Customers availing
our cross-border shipping services, transacting over 2,050 tonnes of air freight.

Sale of goods

A small portion of our total revenue from contracts with customers is from sale of traded goods. Our revenue
from sale of traded goods was nil, 757.50 million, 7110.89 million, %88.14 million and 21,874.74 million for
Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine months period ended December 31, 2020 and the nine
months period ended December 31, 2021 respectively, constituting nil, 0.21%, 0.30%, 0.33% and 3.90% of our
total revenue from contracts with customers, respectively, for the same period. This revenue increased
significantly for the nine months period ended December 31, 2021. Such revenue from sale of traded goods has
historically corresponded primarily to revenue from distribution of certain FMCG products for a customer, a
business activity which has currently been discontinued. In addition, during the nine months period ended
December 31, 2021, we also had a one-off increase in revenue pertaining to import of medical equipment into
India during the COVID-19 pandemic on the basis of back-to-back arrangements with certain customers.

NETWORK, INFRASTRUCTURE AND AUTOMATION

We have built a nation-wide network with presence in every state, servicing 17,488 PIN codes during the nine
months period ended December 31, 2021, or 90.61% of the 19,300 PIN codes in India as of December 31, 2021
(per India Post). Our network infrastructure includes 122 gateways, 21 automated sort centres, 93 fulfilment
centres, 35 collection points, 31 returns processing centres, 244 service centres, 132 intermediate processing
centres and 2,521 direct delivery centres as of December 31, 2021, including Spoton’s 40 gateways and 138
service centres. Our self-delivery network is augmented by 1,209 partner locations that expand our reach, provide
critical flexible capacity and redundancy and Spoton’s service centres are augmented by 205 additional locations
operated by business associates.

 

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1 Esta sh me ator

¢ Gateway and Automated sort centre facilities:

Gateways, which are large logistics facilities that form the core of our network, perform pickup, sortation,
consolidation and deconsolidation, dispatch and customs clearance operations. Gateways can
simultaneously handle all product categories - express parcel, cross-border express and freight, heavy goods
and PTL freight.

All our gateways are connected to each other in a dynamic mesh network via line-haul transportation, unlike
traditional hub-and-spoke models. They also connect directly to intermediate processing centres, service
centres or delivery centres in real-time, guided by our network algorithms, based on volume and service time
considerations. While this design for speed increases our sortation complexity relative to traditional logistics
models, our large investments in automated shipment sorting, system-directed operations and routing
algorithms along with our large base volume, enable us to achieve the speed objective while ensuring cost-

220
Luhari FC (Haryana)

e Intermediate processing centres:

We operated 132 intermediate processing centers, as of December 31, 2021, to receive consolidated loads
from gateways for a set of delivery centers mapped to them. These facilities increase our ability to use larger
line-haul vehicles, reduce sortation complexity and act as load-stabilizers in our network by performing
simpler sortation operations for delivery centres and distributing these loads multiple times a day.

« Service centres and delivery centres:

Service centres and delivery centres perform last-mile delivery of consignments and pickup operations from
their catchment areas. Parcels weighing less than 10kg are picked up and delivered by delivery centres while
PTL loads and heavier parcels are picked up and delivered through our service centres.

As of December 31, 2021, we operated 3,730 delivery centres and 244 service centres, including 138 service
centres belonging to Spoton. Spoton’s service centres are augmented by 205 additional locations operated
by business associates. 2,521 of our delivery centres are self-operated while 1,209 are operated by partners
through our “Constellation” program. In addition, direct delivery centres are further augmented by a
network of 4,565 partner stores who provide us with flexible delivery capacity in their catchment areas.

e¢ Returns processing centres:

We operate 31 dedicated facilities to process e-commerce sale returns to customer warehouses as of
December 31, 2021. These centres are either co-located with Gateway facilities or are stand-alone facilities
in locations with a high density of e-commerce sellers and warehouses.

© Fleet:

A majority of our line-haul and intra-city distribution requirements are met through partner fleet owners and
suppliers of truckload capacity via our middle-mile systems and Orion platform. We also operate an owned
fleet of heavy trucks and tractor-trailers which are employed in our linehaul network. We have designed and
introduced customized trailer containers for use in our line-haul. These assets enable us to drive up
efficiency by increasing the utilisation of the tractors and their crew and also reduce storage space in
gateways by utilising the trailers for storage. This fleet enables us to introduce new capabilities such as
trailer management, establish real-time benchmarks for truck utilisation and costs across seasons and
geographies, and set standards for on-time performance. During the nine months period ended December
31, 2021, 99.52% of our trucks and other transportation vehicles were leased from third-party fleet partners.

Our Fleet

The following table from the RedSeer Report, which has been exclusively commissioned and paid for by us in
connection with the Offer, provides a comparison of our business model as compared to those of traditional 3PL.
players in India.

 

 

Traditional 3PL Delhivery
Typical Network Design Hub-spoke ‘Mesh network
Typical Nature of Asset Holdings Asset-light; mainly partner operated _Asset-light; leased infrastructure and
assets fleet, selective ownership of strategic
technology assets
Automation Low automation; mainly manual High degree of automation with full
operations control over the value chain

 

Note(s): (1) Asset light is defined as a business model with low ownership of physical assets (2) Degree of automation is defined as the intensity
of reduction in manual processes using technology to perform iterative tasks.
Source(s): RedSeer Research, RedSeer Analysis

According to the RedSeer Report, which has been exclusively commissioned and paid for by us in connection
with the Offer, Mesh Network and Hub-Spoke model refer to two different types of logistics network topologies.
Mesh Network consists of higher proportion of point-to-point connections with dynamic shipment routes
determined typically based on an automated algorithm. On the other hand, Hub-Spoke Model consists of a mother
node which is centrally connected to multiple other nodes. This results in fixed shipment paths and relatively

222
lower flexibility compared to a Mesh network. As a result, Mesh network enables faster turnaround time, higher
route flexibility and better reliability vs the Hub-Spoke topology. However, it has higher operational complexity
requiring sophisticated technology to operate the network.

OUR TECHNOLOGY CAPABILITIES
Our logistics operating system is at the heart of our integrated solutions. The integration of our physical operations

and infrastructure with our technology systems enables us to develop customized solutions and respond quickly
to our customers’ evolving business needs.

wh Sey °F esting Cert Fa Pants Pant Cuntil Business, Analytics & Data Science
Car = eee ae Menge a applications to faciltate system directed
ta tinge wis ee ee RMS orchestration of resources and provide

realtime, end-ovend visibility

Core Logisties OS digitizes network assets,
exposes thelr underlying data-sets for use by
‘multiple business and data sclence applications

 

   

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Fired Assets Inrastrctre Layer ron sel?

 

Integration of logistics operating system with infrastructure and applications

We use over 80 applications which are self-developed and enhanced with data intelligence, to provide various
services. These applications and services assist, guide and direct our customers, operations teams, partners and
network assets. They aid in demand forecasting, network design, tracking and real-time optimization and decision
support.

We had an engineering, data sciences and product team of 505 professionals (excluding Spoton) as of December
31, 2021. We believe that our logistics operating system led by an experienced team are key advantages that
differentiate us from other, traditional logistics companies.

Our Technology Architecture

 

Our technology platform has a layered system architecture comprising the core operating system (“CoreOS”), a
configuration layer and an application layer. We have made significant investments in developing tools and API
end-points, not only for our operators but also for our customers and partners, allowing development of bespoke
applications with complete control. In addition, our distributed architecture enables us to scale rapidly and
provides flexibility with multiple teams working independently on various services for faster deployment. A
schematic of our architecture is depicted below:

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factity and” Management Tracking Integration Management PAL Tracking Inetigence
Fela Apps System tevers

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services, define standard
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Panieipants Order Containers Data Authorization Infrastructure Location System Appand API
Management Management Isolation and & Access Contract Menitonng Management
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Our technology architecture

CoreOS: CoreOS provides reusable, business-agnostic tools and services that define standards and data
governance frameworks for logistics. This layer provides foundational and security components and standardizes
the exchange of data between services. It is designed with a data first architecture and jurisdiction, enabling user-
level restrictions on data access, coupled with requisite security and infrastructure controls which ensure data privacy
and security.

Configuration layer: This consists of dynamic frameworks that enable rules, policies and structures based on
business specific, geography specific and customer specific requirements. It facilitates creation and configuration
of custom rules and operational workflows that enable interoperability of the same underlying network assets and
infrastructure across a variety of supply chain use cases.

Application layer: This layer consists of purpose-built business applications and services developed by our in-
house product, technology and data teams as well as third party developer partners. These applications and
services are, in turn, bundled into solutions serving a variety of supply chain use cases.

We have over 80 applications through which we provide various services, which connect all of our operators,
infrastructure, partners and network assets, orchestrated through our logistics platform. The end-points that
connect all of these ecosystem participants include web and mobile applications for our operators, customer ERP
systems and a variety of connected assets such as mobile devices, vehicles, cameras, sortation systems and
material handling equipment.

For details of our operational and customer facing applications, see “—Our Technology Applications” on page
232.

Data Intelligence

The vast amount of transaction data that we collect, enrich, process and analyze is one of our key differentiators.
Transaction data is collected via handheld devices in facilities, field mobile devices, loT devices on vehicles,
automated systems like sorters, X-ray machines and material handling equipment, CCTV cameras and web
applications. This data is enriched with other environmental data such as traffic and weather information,
contextualized with historical trends and fed into proprietary algorithms that use machine learning and big data
analytics to derive insights that help us automate and optimize critical business decisions in real-time. Our machine
learning models continuously learn from on ground actions by ingesting live data from our operations and
upgrading their predictions and recommendations.

224
A schematic of our big data stack is depicted below:

Vehicle Trace Data
‘Over 170 milion GPS trace points daily across
>55K unique devices’

Location & Product Data

Address, product and customer data captured for
55 milion shipments delivered monthly

Pickup Points

200K+ monthly active pickup points including client
Warehouses and marketplace locations”

Location Stack
‘Address standardization, geocoding, geofencing
locality polygons! hierarchy, Pols, travel / service
times, property type

—

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/ O°
* ol @ } /
\ BIG DATA 4g e Intelligence
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Network Design & Optimization
Optimal facility location, capacity planning, network
‘connestions, dynamic dispatch and route creation

  

 

Fleet Data
225K monthly rips across >17K trucks)

Transaction Data
‘Over 1.3 ilion monthiy shipment ifecycie events

captured prediction, Product dimension prediction, Vehicle

Utilization, PoD validation, service risk and anomaly
detection

Customer Data
>4110 million unique customers in the last year

wm ETA, expected loads, Customer Fraud RTO

Vision Data °
>39K cameras across facilites‘ Analytics
Productivity uization, pricing!
Operator Data compensation, performance, demand forecasting
‘Activity data from >SOK active operators in the

network monthly

0860800930

Our big data stack
Notes:
(1) Daily average for December 2021.
(2) For December 2021.
(3) For January 1, 2021 to December 31, 2021.
(4) As of February 28, 2022.

We have also invested in packaging our data insights into technology products that are suitable for external use
by our customers and partners, in India and globally. Some of the key areas that we are focusing on include the
location stack, product intelligence tools, capacity planning systems, network design tools, routing and
optimization tools in the mid-mile, parcel routing tools in the last mile and inventory placement systems at
fulfilment centres. For further details of our data applications, see “—Data Applications” on page 235.

OUR COMPETITIVE STRENGTHS
Rapid growth, extensive scale and improvement in unit economics

We were the largest and fastest growing fully-integrated logistics services player in India by revenue as of Fiscal
2021, according to the RedSeer Report, which has been exclusively commissioned and paid for by us in
connection with the Offer. Our revenue from contracts with customers has grown from 216,538.97 million in
Fiscal 2019 to 236,465.27 million in Fiscal 2021, ora CAGR of 48.49%. Further our revenue from contracts with
customers has improved from 226,438.66 million for the nine months period ended December 31, 2020 to
248,105.30 million for the nine months period ended December 31, 2021, or an increase of 81.95%.

In Fiscal 2021, we fulfilled over 289.20 million express parcel orders, carried 373,854 tonnes of PTL freight,
processed 47.37 million orders through our fulfilment centers and completed more than 46,878 truckload
movements. For the nine months period ended December 31, 2021, excluding Spoton, we fulfilled over 406.51
million express parcel orders, carried 438,795 tonnes of PTL freight, processed 35.75 million orders through our
fulfilment centers and completed more than 30,000 truckload movements. We have achieved this substantial scale
in just 10 years since we began operations. In August 2021, we acquired Spoton which delivered 758,730 tonnes
and 683,999 tonnes of PTL freight in Fiscal 2021 and the nine months period ended December 31, 2021,
respectively. Following our acquisition of Spoton, we became the third largest PTL freight player in India in
terms of revenue as of Fiscal 2021, with a market share of approximately 8.3% of the organized PTL market in
India, as per the RedSeer Report, which has been exclusively commissioned and paid for by us in connection with
the Offer.

Our network structure, quality of engineering and technology and data intelligence capabilities have helped us
establish scale in all of our business lines and ensure synergies across them. This has driven higher network
utilization, resulting in cost efficiencies, while maintaining service speed and reliability. Our ability to build mono-
line scale and exploit cross-line synergies allows us to pass efficiency gains to our customers, reducing their supply
chain costs and also allowing customers to benefit from each other through our platform. This has improved our
customer retention and profitability. For example, our restated loss for the year has improved from 217,833.04

225
million in Fiscal 2019 to 22,689.26 million in Fiscal 2020 and to 24,157.43 million in Fiscal 2021, and from
22,974.92 million for the nine months period ended December 31, 2020 to 38,911.39 million for the nine months
period ended December 31, 2021. Our total income increased from 216,948.74 million in Fiscal 2019 to
229,886.29 million in Fiscal 2020 and to 338,382.91 million in Fiscal 2021, and from 228,065.29 million for the
nine months period ended December 31, 2020 to 249,114.06 million for the nine months period ended December
31, 2021. Our fair value loss on financial liabilities at fair value through profit or loss as a percentage of revenue
from contract with customers was 89.53%, nil, 0.25%, nil, and 6.23% in Fiscal 2019, Fiscal 2020, Fiscal 2021
and the nine months periods ended December 31, 2020 and December 31, 2021, respectively.

Our profit/(loss) after tax margin improved from (105.22)% in Fiscal 2019 to (9.00)% in Fiscal 2020 and decreased
slightly to (10.83)% in Fiscal 2021, and further declined from (10.60)% in the nine months period ended December
31, 2020 to (18.14)% in the nine months period ended December 31, 2021. Our EBITDA margin improved from
(8.29)% in Fiscal 2019 to (6.19)% in Fiscal 2020 and to (2.75)% in Fiscal 2021, while declining from (3.37)% in
the nine months period ended December 31, 2020 to (4.82)% in the nine months period ended December 31, 2021.
Our Adjusted EBITDA margin has improved from (11.35%) in Fiscal 2019 to (9.11%) in Fiscal 2020 and to
(6.95%) in Fiscal 2021 and from (8.06%) for the nine months period ended December 31, 2020 to (0.72%) for the
nine months period ended December 31, 2021. Further, our customer Retention Rate for top 100 customers (by
revenue in the respective Fiscal) was 93.00%, 100.00%, and 92.00% for Fiscal 2019, Fiscal 2020 and Fiscal 2021,
respectively.

As the scale of our business grows further, we expect to improve our ability to absorb fixed expenses, increase
resource utilisation, enhance employee efficiency and improve our profitability. For example, our revenue from
contracts with customers has improved from 216,538.97 million in Fiscal 2019 to 736,465.27 million in Fiscal
2021 and 248,105.30 million for nine months period ended December 31, 2021, while during the same period, (i)
our other expenses as a percentage of our revenue from contracts with customers decreased from 11.87% in Fiscal
2019 to 9.90% in Fiscal 2021 and 8.78% for the nine months period ended December 31, 2021, (ii) our employee
benefit expense as a percentage of our revenue from contracts with customers decreased from 20.84% in Fiscal
2019 to 16.75% in Fiscal 2021, but increased to 20.22% for the nine months period ended December 31, 2021,
and (iii) our fair value loss on financial liabilities at fair value through profit or loss decreased from 89.53% in
Fiscal 2019 to 0.25% in Fiscal 2021 and increased to 6.23% for the nine months period ended December 31, 2021.
As a result, as a percentage of our revenue from contracts with customers, our restated losses improved from
107.82% in Fiscal 2019 to 11.40% in Fiscal 2021, then increased to 18.52% for the nine months period ended
December 31, 2021. Our total income increased from 216,948.74 million in Fiscal 2019 to 329,886.29 million in
Fiscal 2020 and to 238,382.91 million in Fiscal 2021, and to 749,114.06 million for the nine months period ended
December 31, 2021. Our fair value loss on financial liabilities at fair value through profit or loss as a percentage
of revenue from contract with customers was 89.53%, nil, 0.25%, nil, and 6.23% in Fiscal 2019, Fiscal 2020,
Fiscal 2021 and the nine months period ended December 31, 2020 and December 31, 2021, respectively.Our
profit/(loss) after tax margin improved from (105.22)% in Fiscal 2019 to (9.00)% in Fiscal 2020 and decreased
slightly to (10.83)% in Fiscal 2021 and to (18.14)% in the nine months period ended December 31, 2021. Our
EBITDA margin improved from (8.29)% in Fiscal 2019 to (6.19)% in Fiscal 2020 and to (2.75)% in Fiscal 2021,
while declining to (4.82)% in the nine months period ended December 31, 2021. Our Adjusted EBITDA margin
improved from (11.35)% in Fiscal 2019 to (6.95)% in Fiscal 2021 and (0.72)% for the nine months period ended
December 31, 2021. This was partially offset by continued investments in our platform due to the rapidly
increasing demand for our services and disruptions caused by COVID-19 for the nine months period ended
December 31, 2021. Share based payment expenses corresponding to ESOPs are excluded from Adjusted
EBITDA calculation. We granted 7,032,500, 5,212,400, 11,742,700 and 22,220,370 ESOPs to our employees
during Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine months period ended December 31, 2021, and 805,879
options thereafter until the date of this Prospectus. Our Company is required to follow Ind AS 102 Share Based
Payments in accounting for ESOPs granted. In accordance with Ind AS 102 Share Based Payments, the cost of
ESOPs is recognised as share based payment expenses in the profit and loss statement together with a
corresponding increase in share-based payment reserves in equity, over the vesting period of these ESOPs. Please
see “Management's Discussion and Analysis of Financial Condition and Results of Operations - Non GAAP
Financial Measures — Adjusted EBITDA and Adjusted EBITDA Margin” on page 544 for more details.”

Our proprietary logistics operating system

Our team of 505 engineering, data sciences and product professionals (excluding Spoton), as of December 31,
2021, has built proprietary technology systems that enable us to offer integrated logistics services to a wide variety
of customers. Our technology stack consists of more than 80 applications that encompass all supply chain
processes including order management, warehouse management, transportation management, financial

226
transactions such as billing and remittance, tracking and supply chain analytics, and that integrate with our
customers’ systems.

Our robust, scalable and service-agnostic architecture enables us to:

¢ Configure new workflows, define rules and business logic in applications, facilitating rapid launch of new
service offerings (e.g., repurposing e-commerce parcel applications to support BFSI).

© Support interoperability with any physical or software services in a plug-and-play manner (e.g., easily on-
board any sortation systems, handheld devices or new hardware, independent of underlying firmware).

« Enable partners like franchisees, retail partners and delivery agents to onboard their physical assets and
resources on our platform, allowing us to seamlessly scale network capacity up or down.

e Drive cross-utilisation of resources and assets across business lines to improve service quality and reduce
costs (e.g., sharing mid-mile operations between our parcel and PTL freight operations).

e Launch and scale complex, integrated products like Fulfilled by Delhivery (FBD) - an E2E fast- fulfilment
offering targeted at D2C e-commerce companies and brands.

¢ Collect and analyse data from all our applications, allowing us to build visibility tools and provide near real-
time data decision support systems to our operational teams.

¢ Make operations precise with real time tracking, and more efficient with data insights on operations.

Vast data intelligence capabilities

We collect, store, process, structure and analyze vast quantities of transaction data such as location data, product
information, shipper and consignee information, data from operational facilities, activities and devices,
performance data for our field teams, data on traffic and weather from several internal and environmental sources.
As we have expanded operations and business lines, we have grown access to new sources of data and,
simultaneously, our ability to draw insights from these data. This is one of our most valuable assets.

We use machine learning, artificial intelligence and operations research to build institutional intelligence,
automation and dynamic optimization capabilities that enable us to solve several complex operational problems,
some of which are described below.

«Expected path algorithms dynamically modify shipment routes to maximize trip utilization while
simultaneously ensuring prioritized loading of shipments vulnerable to service breaches.

¢ Network simulation tools enable forecasting of service and cost impact of changes due to new network routes
or changes in capacities of existing routes.

¢ Our automated network planner constantly alerts our network and operations teams to alter the network
structure in response to changing demand patterns.

e« Weare able to forecast delays and expected loads across our network, allowing our control tower teams to
deploy service recovery interventions.

¢ Location intelligence has allowed us to bypass unstructured addresses and unpredictable travel/service times.

e¢ We identify potential fraud and high-risk orders based on shipper and consignee information collected on
over a billion delivered orders.

e Product intelligence tools enable us to identify items like air-restricted or HAZMAT goods, select appropriate
delivery vehicles and reduce revenue loss through weight and volume predictions.

e¢  Weuse machine-vision to provide inputs to our gateway teams to improve the quality of loading of trucks and
overall truck utilization levels.

In 2020, these capabilities enabled us to activate over 8,300 PIN codes within 10 days of the nation-wide COVID-
19 lockdown and re-establish operations across our network by enabling us to identify essential goods and
containment zones from unstructured lists published by local, state and national authorities.

In Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine months period ended December 31, 2020 and December
31, 2021, our investments in technology which comprised investments in team and other infrastructure for data

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Intelligence, proprietary logistics operating system, cyber security, hardware, software, cloud infrastructure were
2943.61 million, 71,377.34 million, 1,701.66 million, %1,288.17 million and 22,418.03 million, respectively.

Our network design and engineering

Our network operates as a dense, dynamic mesh, making it efficient, fast and agile in responding to changes in
volumes, shipment profiles and environmental conditions. The mesh structure allows us to reduce overall
touchpoints in the journey of shipments through the network, reducing handling and improving precision, while
also allowing us to utilize multiple feasible trans-shipment paths in periods of volatility.

India ‘Maharashtra ‘Mumbai

 

Our mesh network illustration — not a depiction of the map

In addition, our facilities, systems and processes are engineered for high throughput operations. As per the
RedSeer Report, which has been exclusively commissioned and paid for by us in connection with the Offer,
amongst independent e-commerce focused logistics players, we have made the highest investments in technology
and automation (in warehouse and sortation centers) and have built the largest technology team of engineers,
developers and data scientists. We have designed and developed in-house capabilities in hardware design (for
example, in packaging), automation and integration for shipment sortation, box/bag sortation, and weighing and
dimensioning. These automated systems are fully integrated with our logistics operating system, thereby reducing
human intervention.

A high degree of in-facility automation and shorter trunk routes in the last mile, due to our dense mesh network,
also creates a work environment wherein our operational staff is placed under reduced physical and
decision-making stress while improving productivity and earnings. This significantly contributes to the health,
safety and wellness of our employees.

Our integrated portfolio of logistics services

We were the largest and fastest growing fully-integrated logistics services player in India by revenue as of Fiscal
2021, as per the RedSeer Report, which has been exclusively commissioned and paid for by us in connection with
the Offer. Our aim is to meet our customers’ requirements for overall, rather than mono-line, supply chain
reliability and efficiency. We provide a full-range of logistics services, including express parcel delivery, heavy
goods delivery, PTL freight, TL freight, warehousing, supply chain solutions, cross border express and freight
services and supply chain software, along with value added services such as e-commerce return services, payment
collection and processing, installation and assembly services and fraud detection. We believe this will lead to a
higher share of wallet and customer retention.

In addition, the integrated approach allows us to exploit network and infrastructure synergies, reduces our
dependence on any single business line and also reduces the effect of cyclicality in our customers’ businesses on
our operations. For instance, our express parcel business sees festival and sale-driven volatility that is offset by
our part-truckload business. This ultimately leads to lower costs and greater reliability due to our ability to operate
with higher fixed capacities, balance network inefficiencies (like PTL or truckload backhaul) and share
infrastructure and operational costs across business lines. For example, our restated loss for the year has improved
from 217,833.04 million in Fiscal 2019 to 22,689.26 million in Fiscal 2020 and to 74,157.43 million in Fiscal
2021, and from 22,974.92 million for the nine months period ended December 31, 2020 to 8,911.39 million for
the nine months period ended December 31, 2021. Our total income increased from 216,948.74 million in Fiscal
2019 to 229,886.29 million in Fiscal 2020 and to 238,382.91 million in Fiscal 2021, and from 228,065.29 million
for the nine months period ended December 31, 2020 to 249,114.06 million for the nine months period ended

228
December 31, 2021. Our fair value loss on financial liabilities at fair value through profit or loss as a percentage
of revenue from contract with customers was 89.53%, nil, 0.25%, nil and 6.23% in Fiscal 2019, Fiscal 2020,
Fiscal 2021 and the nine months periods ended December 31, 2020 and December 31, 2021, respectively.Our
profit/(loss) after tax margin improved from (105.22)% in Fiscal 2019 to (9.00)% in Fiscal 2020 and decreased
slightly to (10.83)% in Fiscal 2021, and further declined from (10.60)% in the nine months period ended
December 31, 2020 to (18.14)% in the nine months period ended December 31, 2021. Our EBITDA margin
improved from (8.29)% in Fiscal 2019 to (6.19)% in Fiscal 2020 and to (2.75)% in Fiscal 2021, while declining
from (3.37)% in the nine months period ended December 31, 2020 to (4.82)% in the nine months period ended
December 31, 2021. Our Adjusted EBITDA Margin has improved from (11.35%) in Fiscal 2019 to (9.11%) in
Fiscal 2020 and to (6.95%) in Fiscal 2021 and from (8.06%) for the nine months period ended December 31,
2020 to (0.72%) for the nine months period ended December 31, 2021. Further, our customer Retention Rate for
material customers, that is for the top 100 customers (by revenue in the respective Fiscal) was 93.00%, 100.00%,
and 92.00% for Fiscal 2019, Fiscal 2020 and Fiscal 2021, respectively.

Strong relationships with a diverse customer base

We served a diverse base of 23,113 Active Customers (excluding those serviced by Spoton) across e-commerce,
consumer durables, electronics, lifestyle, FMCG, industrial goods, automotives, healthcare and retail, for the nine
months period ended December 31, 2021. As of December 31, 2021, this customer base included most of the key
e-commerce players in India and over 750 D2C brands. In addition, Spoton offers PTL freight services to 5,533
Active Customers across industry verticals. Several of our customers use more than one of our service offerings,
with 58.13% of our revenue for the nine months period ended December 31, 2021 coming from customers who
had used at least two of our services.

Our service quality, reach and efficiency, coupled with deep integration with customers’ ERP systems and
business processes have led to customer stickiness. In the first half of Fiscal 2022, 64.97% of our revenues were
from customers who have been transacting with us for over three years. Our customers have also steadily
increased the volume of business they undertake with us over time.

Extensive ecosystem of partners, enabling an asset-light business model and extended reach

We have built an asset-light business model that has enabled us to scale up volumes rapidly, with lower fixed
costs and greater flexibility. While we design, operate and control our most critical network nodes (fulfilment
centers and gateways), partners play a significant role in all our other operations - pickup, mid-mile (trucking and
air) and last-mile delivery. This enables us to maintain control over operational quality metrics and improve
overall network performance.

We lease a majority of our network infrastructure and a majority of the vehicles operating in our network. As of
December 31, 2021, excluding Spoton, we operated 14.27 million square ft. of leased infrastructure and partnered
with over 11,000 vendors and network partners who provide pickup, delivery services and truckload capacity.
Our network partners are supported by our technology systems, empowering them to grow their business by
offering multiple Delhivery services in their catchment areas. For example, last mile delivery agents in our
Constellation program are also able to extend our last mile reach, capitalize on their local knowledge and
autonomously offer express parcel, part-truckload freight and cross-border express and freight services to SME
and retail customers in their catchment areas, backed by our full nationwide network, service precision and cost
efficiency.

Our ability to develop mutually beneficial partnerships and strategic alliances with large international players
such as Aramex and FedEx has enabled us to further expand our reach outside India by leveraging their global
networks without having to incur additional fixed costs.

Highly qualified, professional team

Our biggest competitive advantage is, ultimately, our experienced and entrepreneurial team.

Our teams are composed of people from diverse backgrounds who bring perspective from industries like global
logistics, technology services, financial services, management consulting, e-commerce, FMCG,
telecommunications and armed forces. We have also invested significantly in training and upskilling front-line
operations personnel via the Delhivery Academy, with the aim of building our next generation of operational
leadership from within the line organization. These teams have introduced and delivered a continuous stream of
technology and operational innovations since our inception and built the “Delhivery” culture of first-principles

229
thinking, innovation, ownership, customer centricity and community responsibility. We also aim to foster a
culture of ownership through our ESOP program.

OUR STRATEGY

Expand investments in infrastructure and network

 

We will continue to expand our operational capabilities and expand network infrastructure and capacity across
business lines. We have commissioned mega-gateways that will go live in Tauru (Haryana), Bhiwandi
(Maharashtra) and Bengaluru (Karnataka). We expect to build new integrated facilities and mega-gateways in
major cities, further expand capacity at existing automated sort centers, commission new sorters at strategic
locations and invest in portable automation to enhance capacity at collection and return centers and intermediate
processing centers. We will also continue to expand our network of fulfilment centers and in-city micro-fulfilment
centers to expand our “Fulfilled by Delhivery” and “Delhivery Flash” offerings to vertical e-commerce, D2C and
brand customers.

Continue to build scale in existing business lines

We intend to continue to invest to gain scale and increase market share across business lines. We are in the process
of integrating the Spoton and Delhivery infrastructure and technology systems, in order to enable us to deepen
synergies between our part truckload and express parcel businesses, while also creating larger base volumes for
our truckload freight exchange. This will allow us to further expand critical infrastructure nodes and further
expand tractor-trailer operations and truck utilization across our network. We also expect to continue to improve
operational productivity through automation and technology systems.

In addition, partnerships such as the ones with Aramex and our strategic alliance with FedEx offer us the
opportunity to combine the strength of our global partners’ extensive network with our domestic leadership and
rapidly scale up our new cross border business.

As these initiatives deliver cost savings, in keeping with our overall aim of reducing our customers’ total supply
chain spending, we will continue to pass on efficiency gains to our partners and customers, which in turn will help
us increase share of wallet and volumes, leading to further cost savings.

Deepen our customer relationships

We will continue to expand wallet share with existing customers by designing customized and integrated supply
chain solutions for their specific needs and industries and introducing practices from our experiences with other
customers. For example, we have successfully introduced good quality packaging and handling guidelines
designed for certain customers into our manufacturing customers’ supply chains. Similarly, we have enabled
certain auto spare parts manufacturers to mimic e-commerce like delivery times through distributed order
fulfilment.

In addition, we intend to increase our penetration of new industries like healthcare, distribution and agriculture,
among others. Acquisition of Spoton has further expanded our customer base. We will also intend to launch new
services and capabilities such as traditional non-express PTL freight, domestic air-freight, intra-city distribution,
and temperature-controlled logistics to expand our value proposition to existing and new customers.

Enhance our technology (software and hardware) capabilities

We will continue to reinforce our innovation capabilities by building innovative technology and data systems and
investing in the best engineering talent.

We will also continue to develop and deploy future-ready hardware solutions in our operations. We are in the
process of deploying automatic guided vehicles, automatic storage and retrieval systems and unmanned aerial
vehicles for parcel sortation, material conveyance or last mile delivery, and customized “soft robotics” or
“exoskeleton” products to reduce fatigue for workers engaged in repetitive, labour-intensive tasks such as loading
and unloading. We have also begun to transition more of our cargo and two-wheeler fleet to electric vehicles. In
addition, we are also testing UAV operations for specialized delivery use-cases and scaling up our capabilities in
machine vision.

We will also continue to expand our collaboration with renowned research institutions to develop new hardware

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and systems, and also invest in growing our team of experienced professionals including software and hardware
engineers, data scientists, machine learning engineers, machine vision domain experts, product managers and
product designers. We have set up technology development centres in Gurugram (Haryana), Hyderabad
(Telangana), Goa and Bengaluru (Karnataka) in India and in Seattle in the United States and intend to add new
centers in India, as well as in Europe, Middle East and Southeast Asia.

Externalise our logistics operating system

Our logistics OS has enabled us to set up an interoperable and flexible network by establishing common standards
for data governance and information exchange, and allowing multiple product teams to create generic, as well as
custom/ purpose-built applications across our various business lines. It has also facilitated machine learning and
artificial intelligence driven real-time business decision making in our day-to-day operations.

We believe that the common standards and guidelines enabled by our OS drive efficiency within the Delhivery
network and can also reduce high inefficiency costs across traditional siloed supply chain and logistics systems
globally. In addition, the ease of use of the underlying logistics OS can be leveraged by new players to create
customized applications and participate in the supply chain markets of the future without having to make
significant technology investments.

To this end, we intend to externalize our logistics operating system as a platform and as a SaaS offering by
enabling other players to build their own web or mobile based applications on top of our logistics operating system.
Such players may comprise other logistics service providers, logistics technology companies, enterprises,
developer partners and our customers, in India and globally. The applications that they develop may serve a variety
of supply chain use cases. In order to facilitate discovery and monetisation of such applications, we are in the
process of developing an app market place wherein third party developers can list applications, market them and
set pricing and relevant customers can purchase such applications for deployment in their supply chain. The
application market place is currently under development.

Our ability to collect, structure and analyse transaction data generated in our core logistics can also enable us to
assess the financial profile of various parties in the supply chain, such as customers, vendors and network partners.
By leveraging our data analytics capabilities, we plan to offer financial services such as working capital financing,
insurance and personal loans in the future, either on our own or in association with partners.

Create new adjacent growth vectors

We will continue to develop large, new growth adjacencies that enhance our interlocking flywheel strategy,
leveraging on our operational scale, rapid growth, large ecosystem of engaged partners, network design,
sophisticated technology systems and access to vast amounts of data. For example, our ability to collect, structure
and analyse transaction data derived from our core logistics offerings gives us a unique advantage in terms of
assessing the financial profile of various parties in the supply chain. By leveraging our data analytics capabilities,
we plan to offer financial services such as working capital financing, insurance and personal loans in the future,
either independently or in association with our partners. Additionally, we plan to offer value added services, such
as highway assistance and routing and tracking software for fleet owners and suppliers of truckload capacity.
Similarly, we have the ability to combine our fulfilment, logistics and payments processing expertise to simplify
distribution for our customers in the FMCG and retail verticals.

 

Expand into high-growth international markets similar to India

Several emerging markets share operational and structural market challenges that are similar enough to India to
benefit from our set of technology and network optimization tools. In Fiscal 2021, we successfully introduced
part of our fulfilment and transportation technology stack in Bangladesh and Sri Lanka, in collaboration with
local partners. We will continue to expand our presence in other such international markets selectively and
through capital-efficient, partnership-driven models.

 

Pursue strategic alliances and select acquisition and investment opportunities

We will seek strategic alliances with global and domestic leaders in various segments of the logistics industry
that bring synergies to our business. We will also continue to look for high-quality acquisition and investment
opportunities within and outside India that are complementary to our business or that enable us to build new,
valuable capabilities for our customers, strengthen or establish our presence in our target markets in India and
globally, enable us to gain access to software and hardware technology, expand our customer base or gain excess
to a skilled team.

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OUR TECHNOLOGY APPLICATIONS

Operational Applications

Our key applications are summarized below.

Transportation Management System (“TMS”)

TMS orchestrates and tracks shipment and asset movement in real-time across our entire network, including
partner operations. The TMS order management system identifies relevant order information provided by
shippers and leverages our proprietary network design and resource allocation tools to identify the optimal
path for each shipment basis parameters such as size/ weight, mode of transport, speed and custom
workflows. It also facilitates easy integration and data exchange with customers and our own ancillary
systems for billing and cash management. As of December 31, 2021, the TMS supports over 45 million
shipment lifecycle events per day and collects over 170 million GPS trace points per day and its distributed
infrastructure supports over 350 API endpoints.

Mid-mile System

This system orchestrates in-facility activities such as sortation, consolidation, de-consolidation,
loading/unloading, trans-shipment, line-haul schedule management, tracking and provides detailed
traceability of shipments moving through these facilities. In addition, it coordinates real-time capacity
planning, activity tracking of in-facility processes and performance monitoring of individual agents. These
systems are also integrated with our automated sortation systems, material handling systems and a suite of
mobile applications that provide detailed instructions to our operations teams for performance of all in-
facility activities.

Last Mile and Dispatch System

Our last-mile and dispatch systems orchestrate in-facility activities at our own and partner last mile service
centres.

Operators can receive goods, sort them into system determined or manually determined routes, dispatch
consignments via our network or third-party agents, track field statuses of dispatched parcels, collect pickup
and return orders and manage cash through these systems. Field staff (first-party and third-party delivery
agents) have access to our dispatch application through which they can plan, create and manage their delivery
routes, receive guidance to consignee addresses, communicate with consignees while on their delivery route
and view their performance and earnings. Station managers can also access automated station-level and agent-
level performance scorecards and configurable reports about future loads and capacity requirements for
forward planning.

Fleet Management System (“FMS”)

For the nine months period ended December 31, 2021, our FMS enabled over 435 fleet owners and suppliers
of fleet capacity, including our self-owned fleet, to register their assets (over 50,000 vehicles) with us, enter
into fleet contracts, track their service metrics (quality, usage and earnings) against those contracts and
manage claims and disputes.

Warehouse Management System

“Godam”, our proprietary WMS, manages order fulfilment operations across multiple online and offline
channels and selects and orchestrates transportation services for these orders (truckload, PTL, intra-city
distribution, express parcel, heavy goods delivery, etc). Our WMS is integrated with major Indian and
international marketplaces through Primaseller, and with Delhivery transportation services and multiple
external logistics providers, enabling us to provide our customers with the highest quality and lowest cost
services at all times. In addition, Godam is designed as a multi-location, multi-tenant 3PL WMS, enabling
global inventory visibility and control and real-time optimization of inventory placement, order allocation
and order aggregation for our customers.

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Orion: Truckload Freight Brokerage

“Orion”, our truckload freight brokerage platform, matches demand from shippers with suppliers of
truckload capacity in real-time. There are 3 components to the Orion system: (1) the freight matching engine
that matches demand and supply based on price and service quality, via a reverse-bidding process through
our “Axle” application, while also functioning as a financial and operational ledger for our partners; (2)
operational modules that track execution of contracted truckloads, including matching, real- time tracking,
delivery and proof of delivery; and (3) the transaction management system that is deeply integrated with the
operational modules and manages financial aspects of all transactions.

‘Axle’ - bidding page Orion - tracking of contracted trip

Customer and Partner facing Applications

Partner Management Toolkit

The Partner Management Toolkit enables registration, onboarding and management of third-party agents
such as franchisees, business partners and delivery agents. Partners gain access to our operational and
customer-facing applications through the partner web portal, along with real-time visibility of their service
contracts, operational performance and earnings.

Our “Axle” and “Roadpiper” mobile applications provide real-time order visibility to truckload partners,
allow them to bid and win contracts and also manage their financial transactions related to the platform.
These applications also assist partners to improve their win rates through support features like price guidance
and advance sharing of truck availability.

‘Axle’ and ‘Roadpiper’ applications
Customer Portals

We provide customers with web-based customer portals to register, self-onboard and manage their
fulfilment and shipping accounts with us. Customers perform all key tasks such as order creation, pickup slot
booking, order tracking, escalation management, billing, cash remittance and claims management through
these portals.

These customer portals are being consolidated into a single Unified Customer Portal (“UCP”) using which
customers will be able to access all of our services and manage their accounts through a single interface.
UCP will also offer value-added services like online channel integration, data products like returns
prediction and fraud detection and service products like customized shipping notifications.

Supply Chain Solutions Products

“Telescope”, our supply chain visibility product for enterprises, provides a configurable, end-to-end view
of our customers’ entire supply chain. This is accomplished through integration between customer ERPs and
our WMS and TMS systems, coupled with our proprietary supply chain analytics engine. This enables
customers to take real-time data-driven decisions regarding inventory placement, order aggregation,
optimal order to inventory allocation (while meeting constraints of cost and time) and optimal selection of
transportation modes and partners. In addition, through Primaseller, we are able to provide multi-channel
integrations (online as well as offline), order management and inventory virtualization capab
prominently used by D2C and omni-channel retailers.

 

‘Telescope’ - Order Visibility

‘Telescope’ - Warehouse Performance

Consumer Applications

We launched our Delhivery Direct service in June 2021 to provide door-to-door domestic shipping services
to individual consumers from the comfort of their homes. Consumers can check shipping rates, book and

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track consignments through the Direct web-portal (https://direct.delhivery.com/). We are in the process of
developing a mobile application for consumers to register and track all of their current and historic orders
and customize the delivery process by providing delivery slot preferences, geo-location and address
preferences and specific delivery instructions.

Delhivery Direct Application

DATA APPLICATIONS

Location Intelligence:
Our location stack is based on our address resolution engine, “Addfix” and geocoding engines. We combine

these with vast amounts of GPS data to tackle problems such as enrichment and classification of addresses,
inferring travel times and identification of landmarks and locality attributes.

Product Intelligence:
Our deep learning tool, “Catfi8”, classifies unstructured product data into categories with detailed attributes

- identifying goods as essential, liquid, fragile, air restricted, etc. This tool was particularly critical in
immediately identifying and mobilizing essential goods during COVID-19 lockdowns.

Capacity Planning:
Our applied machine learning systems predict expected transit and arrival times for shipments within the

network and adjust these in real-time in response to environmental factors, thereby enabling operators to
identify at-risk facilities and plan adequate capacity in advance.

Network Design:
We use our “Netplan” product combined with our location stack to rapidly map unstructured addresses to
appropriate delivery centres, identify optimal facility location and minimize distance travelled by shipments,
helping to manage costs in response to changing demand patterns.

Netplan illustration
Service Recovery:
Network monitoring applications and services provide end-to-end visibility of service performance risks to
our central Control Tower that can instruct operational teams to intervene timely and maintain service
quality.
Dynamic Mid-mile Operations:

We use optimization algorithms and simulation to dynamically route inter-city consignments based on the
current state of the network to ensure service precision and vehicle utilization.

Performance Management:

We use machine learning to analyse operational data and develop customized KPI targets and compensation
structures for our teams and partners across our operations.

Parcel Routing:
Based on shipment parameters, geographical and traffic factors our systems automatically generate optimal

dispatch sequences that simplify loading and unloading process and improve productivity of our last mile
operations.

235
  
 

Parcel routing illustration

e Inventory Placement:

Our technology systems forecast goods demand and drive stocking and replenishment decisions at our
fulfilment centers, thereby reducing transportation and inventory costs and also reducing overall fulfilment
timelines.

© — Security:

We use historical behavior patterns to predict delivery risks such as non-acceptance of packages or potential
fraud and use machine vision to identify product mismatches at our sortation centers and automate our PoD
processes.

SECURITY AND SAFETY

The safety and security of our employees, customers, partners, facilities, assets and data is of paramount
importance. We are a registered corporate full member of the Transported Asset Protection Association (“TAPA”),
the industry body for establishing security standards in logistics and supply chain.

Facilities

Our facility at Air Cargo Logistics Center, IGI Airport, New Delhi has received an ISO 45000 certification in
recognition of its health and safety management systems. Our facilities are equipped with all required safety
equipment including physical security, security cameras, fire detection alarms and fire extinguishers. As of
December 31, 2021, we have over 39,000 high resolution CCTV cameras installed across our network that are
monitored by a central security control room. We also deploy Al-based intrusion detection solutions. All major
gateways are also equipped with X-ray machines to screen high value parcels and for identifying hazardous goods.
We have teams and processes in place to handle materials so identified as per industry best practices and local
regulations at all points in our network.

Security personnel

We employed over 1,607 guards and over 750 security personnel as of December 31, 2021. Selected personnel are
also TAPA Facility Security Requirements and Trucking Security Requirements certified.

Road safety

Regular safety training is imparted to our drivers including training for steps to be followed in case of any accidents.
Our vehicles are also tracked via GPS to detect any anomalies and prevent accidents or theft. We follow a stringent
testing process for our drivers for consumption of any prohibited substances and undertake measures such as health
checkups to ensure drivers are physically fit. Vehicles used in our network are equipped with safety devices as per
applicable regulations.

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Health and safety

We train employees at our facilities regularly on general safety guidelines and safe work procedures and undertake
regular safety drills. The monthly injury rate in our network stood at 0.20 per thousand employees (on-roll as
well as off-roll) as of December 31, 2021. In addition, we conduct regular health camps for our workforce and
have ambulances available at our key centers.

Disaster recovery and business continuity

We are committed to maintaining the continuity of our business, including all activities, systems, facilities and
processes which are necessary to provide services to our clients and customers. Accordingly, we have set up a
disaster recovery and business continuity plan which sets out the details of the individuals responsible for disaster
assessment and the procedures to be followed in the event of a disaster. In the event of a disaster that interferes
with our ability to conduct our business, the plan will be implemented by the individuals responsible for
coordinating the business recovery of their respective areas or departments to minimize the impact on the quality
of our services. The disaster assessment team is responsible for assessing the extent of the damage and loss,
identifying, characterizing and quantifying the damages, defining and prioritizing the actions and resources to
reduce immediate risks, identifying the priority of actions required and estimating the additional support required
for recovery. In addition, we have established various controls and safety devices to minimize the potential
impacts of a fire, an electricity or IT outage, disasters related to our data and applications and breakdowns of our
sorters, and to preserve the health and safety of our workforce, including smoke detection systems, emergency
evacuation drills with fire brigades in larger facilities, mandatory online trainings on fire and safety on a quarterly
basis, regular audits and checks of wiring and connections and database backups, per the established policies.

OUR TEAM

As of December 31, 2021, excluding Spoton, we had 15,392 permanent employees worldwide and engaged
manpower agencies to provide us with a temporary workforce, which included 36,956 contracted workers
(excluding daily wage manpower, security guards and Spoton), as of December 31, 2021. In addition, excluding
Spoton, we had 33,836 last mile delivery agents in the month of December 2021. Spoton had 1,831 permanent
employees and 261 contract workers as of December 31, 2021. Our network partners hire their own employees
according to their operational needs. None of our employees are represented by a labour union. We maintain a
good working relationship with our employees, and we have not experienced any work stoppages since our
incorporation.

The following table provides a breakdown of our employees (excluding those employed by Spoton) by function
as of December 31, 2021.

 

 

 

 

 

 

 

 

 

 

 

Function No. of employees
Operations and Network Design 13,355,
Sales & Business Development 598
Engineering, Data Sciences and Product 505
Customer Service 432

Other Corporate Functions 502

Total 15,392

INTELLECTUAL PROPERTY

We rely on a combination of trademarks, copyrights and patents in India and other jurisdictions in which we
operate, as well as confidentiality procedures and contractual provisions to protect our intellectual property.

We have filed the following patents in India and/or the U.S., which are currently pending:

. System and Method for Selecting a Distribution Centre for Delivery of Goods to a Destination Address

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(India/US)

« System and Method for Assigning a Unique Identification to an Address and Optimizing the Same
(India/US)

. System and Method for Validating Accuracy of Geographic Location for an Address (India/US)

« System and Method for Assigning a Unique Identification to an Address (India/US)

« System and Method for Generating and Optimizing Dynamic Dispatch Plans (India)

In addition, we have filed for two patents in India with respect to (i) tamper free packaging box with perforations
and interlocking flaps; and (ii) tuck lock packaging box with perforations and interlocking flaps. Further, we have
registered the design for a ‘multi format bag’ in India.

As on the date of this Prospectus, we have a number of trademark registrations in India, including but not limited
to, “Delhivery”, “Delhivery ENABLING ECOMMERCE”, “Delhivery Small World” and, certain overseas
Trademark registrations specifically in the UK and Singapore. Certain trademark applications are pending before
the relevant intellectual property authorities in China and the U.S. While we have numerous trademark
registrations in India under classes 35, 39 and 42 our core services lie in class 39. Further, we have copyright
registrations duly registered with the Registrar of Copyrights in accordance with the Copyright Act 1957.

PROPERTY

Our registered office is situated on leased premises at N24-N34, S24-S34, Air Cargo Logistics Centre-II, Opposite
Gate 6 Cargo Terminal, IGI Airport, New Delhi — 110037, India. The lease is valid until May 31, 2022 with an
option to renew the lease. Our corporate office (also our headquarters) is situated on leased premises at Plot 5,
Sector 44, Gurugram- 122002, Haryana, India. The lease is valid until May 31, 2024 with an option to renew the
lease.

As of December 31, 2021, excluding Spoton, we leased 2,835 properties with 14.61 million square ft. of space
across our fulfilment centres, warehouses, sort centers, gateways, service centres, distribution centres, return
centres, intermediate processing centres and offices in India. In addition, Spoton had leased 169 properties with
2.88 million sq. ft. of space across warehouses, gateways and service centers in India as of December 31, 2021.
Pursuant to the FedEx Asset Purchase Agreement which came into effect on December 5, 2021, ownership of
nine facilities aggregating 12,671 sq. ft. is in the process of being transferred from to us from FedEx.

Typically, we enter into short term and medium-term lease arrangements for our various properties and are subject
to lock-in for a certain duration over the respective term of such lease. We are required to pay a security deposit,
specified monthly rentals and common area maintenance charges for the duration of the relevant agreement,
subject to periodic escalations at agreed rates with an option to renew the lease upon lease expiry.

INSURANCE

We maintain various insurance policies to safeguard against risks and unexpected events. We maintain insurance
coverage under various insurance policies for, among other things, standard fire and special perils policy, burglary
insurance policies, fire floater policies, marine cargo insurance policies, package insurance policies including for
carriers legal liability insurance policy, group mediclaim policy, group personal accident insurance policies,
machinery insurance policy, directors’ and officers’ liability policy, special contingency insurance policy for
dishonesty and fidelity for employees (covering any loss of money or other property sustained due to any
fraudulent or dishonest acts of employees). Further, we also maintain insurance policies for terrorism and cyber
security. We have purchased compulsory motor vehicle liability insurance and commercial insurance such as
automobile third-party liability insurance, vehicle loss insurance and driver/passenger liability insurance.

We purchase inland insurance to protect goods and assets against unforeseen events. Our end customers may pay
extra fees to purchase our priority handling services for valuable items and we will compensate those customers
based on the value declared in the case of item loss or damage attributable to us. We do not maintain business
interruption insurance nor do we maintain product liability insurance, however we do maintain a carriers legal
liability insurance with extended coverage over land/rail and including air cargo, ocean cargo and couriers for
safeguard against liability arising due to hired vehicles, riots, strikes and malicious damages at warehouse or at
trans-shipment yards/shortage due to theft or pilferage of cargo while in custody of carriers, flood or water damage
or damage by any other cargo and breakage, leakage and damage due to improper handling. Our management
evaluates the adequacy of our insurance coverage from time to time and purchases additional insurance policies
as needed.

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DATA PROTECTION AND PRIVACY

We collect vast amounts of operational data to help us automate and optimize critical business decisions. In order
to create a secure, accessible and efficient framework for managing big data, our Enterprise Data Architecture
leverages decentralised data mesh architecture and data governance to provide fine-grained access management
across our data assets, along with decentralised ownership, monitoring and risk auditing.

We subject our technology stack to numerous organizational and technical measures to identify, protect, detect,
respond and recover from cyber security attacks and data breaches. Our web and mobile applications and servers
undergo thorough regular manual & automated security assessment to identify vulnerabilities to be remediated.
We are compliant with ISO 27001 requirements and Information Technology General Control testing. We ensure
strict access control to applications, servers, databases and data warehouses considering least privilege principle.
We ensure security of data at rest and in-transit through various means including pseudonymisation,
masking and encryption. We scrutinize our existing controls through various internal and external audits to
identify and remediate technical process inefficiencies.

Respect for data privacy is core to Delhivery. We are implementing controls across the organization that comply
with applicable regulatory and contractual data protection requirements, in line with expected Indian privacy law
and European GDPR guidelines.

We have access to a large amount of confidential information in our day-to-day operations. Each waybill may
contain the names, addresses, phone numbers and other contact information of the sender and recipient of a
shipment. The content of the shipment may also constitute or reveal confidential information. Thus, the proper
use and protection of confidential information is essential to maintaining customer trust in us and our services.
As our business depends on our customers’ trust in us and our platform, we are committed to protecting our
customers’ personal data. Our data protection and privacy policies are aimed at ensuring that (i) our collection and
storage of personal data is conducted in accordance with applicable laws and regulations, (ii) the personal data
we collect are reasonable for the purposes for which they are collected and (iii) our customers and business partner
are informed of the purposes for which their personal data are collected and used.

 

We use various encryption technologies at software and hardware levels to protect the transmission and storage
of personal data. We also use anti-malware, end-point protection, network protection, security monitoring and
application and platform security tools to protect data privacy. To minimize the risk of data loss or leakage, we
maintain contingency, redundancy and conduct regular data backup and data recovery tests.

OUR SOCIAL RESPONSIBILITY

We have formulated a Corporate Social Responsibility (“CSR”) policy in accordance with the requirements of the
Companies Act, 2013 and the rules thereunder. Our Board of Directors has also constituted a CSR Committee,
which recommends the amount of expenditure to be incurred on CSR activities and monitors our CSR policy from
time to time. For further details on the composition of the CSR Committee, see “Our Management — Board
Committees — Corporate Social Responsibility Committee” on page 270.

Our COVID-19 Response

The COVID-19 pandemic has disrupted the way we lead our lives. We have modified our business practices to
minimize the risk of COVID-19 to our employees, our customers and the communities in which we participate.

Our first response to the pandemic was to put in place WHO safety guidelines regarding sanitization and social
distancing. We shut down our physical offices in the first week of March 2020 in anticipation of nationwide
lockdowns and began preparations to maintain operational continuity. Due to nationwide lockdowns announced
in March 2020, our parcel volumes declined to zero for a period of one week. However, we were able to retool
our network to deliver essential goods as per government directives across over 8,300 PIN codes by the first week
of April. Our network remained operational and we continued to provide uninterrupted logistics support
thereafter, including through the second wave of COVID-19 during the first half of 2021.

Post the second wave, we have undertaken free vaccination drives for employees of our Company. In addition,
we have taken measures to support our teams by reimbursing medical expenses, providing statutory or sustenance
pay irrespective of volumes and operating free quarantine centers and healthcare services for anybody
recommended by our employees and our network partners. Apart from this, we continue to permit corporate staff

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to work remotely, have suspended all non-essential business travel and continue to hold meetings and events
virtually.

During the period of April to June 2021, we partnered with Hunger Heroes to import 8,419 oxygen concentrators.
We partnered with “ACT grants” and others to import 35,875 oxygen concentrators, oxygen plants, oxygen
cylinders, equipment required to set up new oxygen plants and various medical supplies from around the world
and distributed them across India.

Other CSR Initiatives

Contributing to the well-being and development of the communities we operate in is an important pillar of our
CSR initiatives. In addition, our vast network and logistics capabilities are designed to be resilient in even extreme
operating conditions. Another area of focus for our CSR activities, therefore, is to effectively deliver relief services
during natural calamities, in partnership with local and state authorities. We have in the past undertaken relief work
in regions hit by cyclones and floods by delivering food and essential supplies to such areas. Our Board, pursuant
to its resolution dated October 22, 2021, approved an annual contribution of 210.00 million for the next two and
half years, towards the Olympic Gold Quest, a program oriented towards assisting athletes for the Olympics. Since
May 2021, we have also been associated as the logistic partner of Goonj, a non-governmental organization that
undertakes disaster relief, humanitarian aid and community development in India.

Certain Financial Data

We incurred restated losses for the year/period of 217,833.04 million, 22,689.26 million, 24,157.43 million,
22,974.92 million and %8,911.39 million in Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine month periods
ended December 31, 2020 and December 31, 2021, respectively. The restated losses included a fair value loss on
financial liabilities at fair value through profit or loss of 714,806.64 million, nil, 791.95 million, nil and 22,997.39
million in Fiscal 2019, Fiscal 2020 and Fiscal 2021 and the nine month periods ended December 31, 2020 and
December 31, 2021, respectively. The fair value loss in Fiscal 2019 relates to an increase in the fair market value
of our buyback obligations for certain CCCPS as per the terms of these CCCPS, in accordance with Ind AS 109
accounting standards. The terms of these CCCPS were modified in Fiscal 2019, following which the buyback
obligations were no longer applicable, resulting in no fair value losses in Fiscal 2020. The non-cash fair value loss
in Fiscal 2021 and the nine months period ended December 31, 2021 was due to an increase in fair market value
of Series G CCCPS as per the terms of these CCCPS in accordance with Ind AS 109 accounting standards. These
obligations did not affect our cash flow in any period. All CCCPS have been converted to Equity Shares prior to
the filing of the Red Herring Prospectus with the RoC. Accordingly, we do not expect any impact on fair value
going forward.

We also had unbilled receivables of %1,414.26 million, %2,748.43 million, 73,668.22 million and 26,797.75
million as of Fiscal 2019, Fiscal 2020, Fiscal 2021 and December 31, 2021, respectively. Unbilled receivables
consist of contract assets, that primarily relate to the Company’s rights to consideration for work completed but
not billed at the reporting date. The contract assets are transferred to the receivables when the rights become
unconditional. Primarily, unbilled receivables pertain to revenue for last month of the reporting period in which
services were provided. In adddition, we had other receivables of 351.86 million, 767.12 million, 754.44 million
and %53.74 million as of Fiscal 2019, Fiscal 2020, Fiscal 2021 and December 31, 2021, respectively.

 

 

Fiscal Fiscal Fiscal 2021 Nine months Nine months
2019 2020 period ended period ended
December 31, December 31,
2020 2021
@ in million)
Opening balance: 988.93 1,414.26 2,748.43 2,748.43 3,668.22

Add: contract asset

created during the

period/year 1,414.26 2,748.43 3,668.22 3,995.34 6,797.75

Less: Contact asset

billed during the

period/year (988.93) (1,414.26) (2,748.43) (2,748.43) (3,668.22)
1,414.26 2,748.43 3,668.22 3,995.34 6,797.75

 

“Credit impairment of trade receivables” pertains to allowance for doubtful debts or write-off of bad debts which
the Company recognises as per the accounting policy of ‘Impairment of financial assets’. Please refer to

240
“Management's Discussion and Analysis of Financial Condition and Results of Operations” on page 520 for
further details.

For Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine months period ended December 31, 2020 and 2021, the
Company had an allowance for doubtful debts of 2275.40 million, 2447.91 million, 3894.78 million, 3762.82
million and 2892.47 million, respectively, and bad debts written-off of 236.10 million, 711.06 million, 24.45
million, 74.44 million and %1.51 million, respectively. In addition, in Fiscal 2021 the Company had recorded cost
towards exceptional items - allowance for doubtful debts of 2413.30 million on account of anticipated non-
recoverability of receivables, primarily due to restrictions imposed on certain of our customers from operating
their business in India. Since this issue had not occurred earlier, the management of the Company has considered
it to be outside of the ordinary course of business and accordingly disclosed it as “Exceptional Items” in the
Restated Financial Statements.

241
KEY INDUSTRY 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.

Motor Vehicles Act, 1988 (the “Motor Vehicles Act”)

The Motor Vehicles Act and the rules prescribed thereunder regulate all aspects of motor vehicles in India,
including licensing of drivers, registration of motor vehicles, control of motor vehicles through permits, special
provisions relating to state transport undertakings, insurance, liabilities, offences and penalties. Accordingly, the
Motor Vehicles Act places a liability on every owner of, or person responsible for, a motor vehicle to ensure that
every person who drives a motor vehicle holds an effective driving license. Further, the Motor Vehicles Act
requires that an owner of a motor vehicle bear the responsibility of ensuring that the vehicle is registered in
accordance with the provisions of the Motor Vehicles Act and that the certificate of registration of the vehicle has
not been suspended or cancelled. Further, the Motor Vehicles Act prohibits a motor vehicle from being used as a
transport vehicle unless the owner of the vehicle has obtained the required permits authorizing him/her to use the
vehicle for transportation purposes.

The Central Motor Vehicles Rules, 1989, is a set of rules prescribed under the Motor Vehicles Act, which lay
down the procedures for licensing of drivers, driving schools, registration of motor vehicles and control of
transport vehicles through issue of tourist and national permits. It also lays down rules concerning the construction,
equipment and maintenance of motor vehicles and insurance of motor vehicles against third party risks.

The Carriage by Road Act, 2007 (the “Road Carriage Act”)

The Road Carriage Act, and the rules framed thereunder, have been enacted for regulating common carriers,
limiting their liability and declaration of value of goods delivered in order to determine their liability for loss of,
or damage to, such goods occasioned by the negligence or criminal acts by such carriers, their servants or agents
and for incidental matters. The Road Carriage Act defines a ‘common carrier’ as a “person engaged in the business
of collecting, storing, forwarding or distributing goods to be carried by goods carriages under a goods receipt or
transporting for hire of goods from place to place by motorised transport on road, and includes a goods booking
company, contractor, agent, broker, and courier agency engaged in the door-to-door transportation of documents,
goods or articles utilising the services of a person, either directly or indirectly, to carry or accompany such
documents, goods or articles, but does not include the Government”. No person can engage in the business of a
common carrier unless he/she has a valid certificate of registration. As per the Carriage by Road Rules, 2011, the
liability of a common carrier for loss or damage to any consignment is limited to 10 times of the freight paid, or
payable, provided such amount shall not exceed the value of the goods declared in the goods forwarding note.

The Multimodal Transportation of Goods Act, 1993 (the “Multimodal Transportation Act”)

The Multimodal Transportation Act defines ‘multimodal transport’ as the “carriage of goods by at least two
different modes of transport, under a multimodal transport contract, from a place of acceptance of goods in India
to a place of delivery of such goods outside India.” A multimodal transport is governed by a transport contract,
which, inter alia, sets out the liability of a multimodal transport operator to perform, or procure the performance
of, multimodal transportation against payment of freight. The Multimodal Transportation Act allows a person to
provide multimodal transportation services on obtaining a certificate of registration, which is valid for a period of
three years. A multimodal transport operator is liable for losses resulting from (a) any loss of, or damage to, the
consignment or delay in delivery of the consignment and (b) any consequential loss or damage arising from such
delay, where such loss, damage or delay in delivery took place while the consignment was in the charge of the
multimodal transport operator.

The Food Safety and Standards Act, 2006 (the “FSS Act”)

The FSS Act consolidates the laws relating to food and to establish the Food Safety and Standards Authority of
India (the “Food Authority”) for setting out scientific standards for articles of food and to regulate their

242
manufacture, storage, distribution, sale and import, to ensure availability of safe and wholesome food for human
consumption and for matters connected therewith or incidental thereto. The Food Authority is required to provide
scientific advice and technical support to the Gol and the state governments in framing the policy and rules relating
to food safety and nutrition. The FSS Act also sets out requirements for licensing and registering food businesses,
general principles for food safety, and responsibilities of a ‘food business operator’ and liability of manufacturers
and sellers, and adjudication process. The Food Safety and Standard Regulations, 2011 lay down duties of a Food
Inspector, which, among others, include ensuring that food business operators are complying with the
requirements pertaining to manufacture, handling and packaging of food articles, along with the conditions of the
license granted to them for various food products.

The Motor Transport Workers Act, 1961 (the “MTW Act”)

The MTW Act regulates the welfare of motor transport workers and the conditions of their work. Every motor
transport undertaking employing five or more motor transport workers is required to comply with the provisions.
of the MTW Act. Among other provisions, the MTW Act stipulates compliances pertaining to working hours,
payment of wages and protection of the welfare and health of employees. Any contravention of a provision
regarding employment of motor transport workers is punishable with imprisonment or with fine.

The Legal Metrology Act, 2009

The Legal Metrology Act, 2009 (“Legal Metrology Act”) came into force on March 1, 2011. 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 provide the detailed specifications of standard
weights and measures and the standard equipment. 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. The
Legal Metrology Act 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 of 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.

The Drone Rules, 2021 (the “Drone Rules”)

The Drone Rules, issued by the Ministry of Civil Aviation on August 25, 2021, provide, among other things, for
registration of Unmanned Aircraft System (“UAS”), i.e. an aircraft that can operate autonomously or can be
operated remotely without a pilot on board. Based on their weight, the Drone Rules identify 5 classes of UAS,
namely, nano, micro, small, medium and large. In order to operate any UAS (except the nano UAS), a person is
required to secure registration of the UAS over the single window created over the digital sky platform.

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. 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 fifty lakh rupees.

In line with the Consumer Protection Act, the Ministry of Consumer Affairs, Food and Public Distribution,
Government of India has also notified the Consumer Protection (E-Commerce) Rules, 2020 (“E-Commerce
Rules”) which provides a framework to regulate the marketing, sale and purchase of goods and services online.
The E-Commerce Rules govern e-commerce entities which own, operate, or manage a digital or electronic facility
or platform for electronic commerce, and sellers of products and services.

243
Information Technology Act, 2002 (“Information Technology Act”)

The Information Technology 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 Information Technology 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 Information Technology Act empowers the Government of India to formulate rules with respect to reasonable
security practices and procedures and sensitive personal data. In exercise of this power, the Department of
Information Technology, Ministry of Electronics and Information Technology, Government of India (“DoIT”),
on April 11, 2011, notified the Information Technology (Reasonable Security Practices and Procedures and
Sensitive Personal Data or Information) Rules, 2011 (“IT Security Rules”) which prescribe 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. The IT Security Rules require every such body corporate to provide a privacy
policy for handling and dealing with personal information, including sensitive personal data, ensuring security of
all personal data collected by it and publishing such policy on its website. The IT Security Rules further require
that all such personal data be used solely for the purposes for which it was collected and any third party disclosure
of such data is made with the prior consent of the information provider, unless contractually agreed upon between
them or where such disclosure is mandated by law.

The DolIT also notified the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code)
Rules, 2021 (“IT Intermediaries Rules”) on February 25, 2021, requiring 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 the IT Intermediaries Rules, to disable hosting, publishing,
transmission, selection or modification of such information once they become aware of it, as well as specifying
the due diligence to be observed by intermediaries.

Foreign Investment Legislations

Foreign investment in India is governed by the provisions of FEMA Non-Debt Instruments Rules along with the
Consolidated FDI Policy issued by the 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.

Labour Law Legislations
The Occupational Safety, Health and Working Conditions Code, 2020 (the “Occupational Conditions Code”)

The Occupational Conditions Code received the assent of the President of India on September 28, 2020 and
proposes to subsume certain existing 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. The Occupational Conditions Code proposes to provide for, among other
things, standards for health, safety and working conditions for employees of establishments, and will come into
effect on a date to be notified by the Central Government.

The Industrial Relations Code, 2020

The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020, and
proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act,
1926 and the Industrial Employment (Standing Orders) Act, 1946. The Industrial Relations Code, 2020 will come
into effect on a date to be notified by the Central Government.

Other labour law legislations

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 as an employer, would include the following:

244
Minimum Wages Act, 1948

Payment of Wages Act, 1936

iii. Child Labour (Prohibition and Regulation) Act, 1986

iv. Transgender Persons (Protection of Rights) Act, 2019

y. Equal Remuneration Act, 1976

vi. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
vii. Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959

viii. The Code on Wages, 2019"

ix. The Code on Social Security, 2020™

x. Various state shops and establishments legislations

 

  

“The Gol 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 Gol brought into force sections 42(1), 42(2), 42(3), 42(10), 42(11), 67(2)(s), 67(2)(t) (to the extent that they
relate to the Central Advisory Board) and 69 (to the extent that it relates to sections 7, 9 (to the extent that they relate to the Gol) and 8 of the
Minimum Wages Act, 1986)) 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 Gol. It 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.

“The Gol enacted ‘The Code on Social Security, 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 Gol. 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.

 

The Trade Marks Act, 1999 (the “Trade Marks Act”)

The Trade Marks 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 trade mark registration is valid for
10 years unless cancelled, subsequent to which, it can be renewed. If not renewed, the mark lapses and the
registration is required to be restored to gain protection under the provisions of the Trade Marks Act. The Trade
Marks 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 Trade Marks
(Amendment) Act, 2010, simultaneous protection of trade mark in India and other countries has been made
available to owners of Indian and foreign trade marks. It also seeks to simplify the law relating to the transfer of
ownership of trade marks by assignment or transmission and to bring the law in line with international practices.

245
HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated as “SSN Logistics Private Limited”, a private limited company under the
Companies Act, 1956, pursuant to a certificate of incorporation issued by the RoC on June 22, 2011. Subsequently,
the name of our Company was changed to “Delhivery Private Limited”, pursuant to a fresh certificate of
incorporation issued by the RoC on December 8, 2015. On the conversion of our Company to a public limited
company, pursuant to a resolution passed by our Shareholders on September 29, 2021 our name was changed to

“Delhivery Limited” and a fresh certificate of incorporation was issued by the RoC on October 12, 2021.

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.

 

Date of change

Details of change in the registered office

Reasons for change

 

August 1, 2011

Registered office moved from B-32, Swasthya Vihar,
Delhi 110092 to F 7, Bandu Vihar Apartments, Plot No.
11, Sector 10, Dwarka, New Delhi 110075 Delhi, India

Administrative convenience

 

December 16, 2014

Registered office moved from F 7, Bandu Vihar
Apartments, Plot No. 11, Sector 10, Dwarka, New Delhi
110075 to B-244, Okhla Industrial Estate, Phase 1, New
Delhi 110020 Delhi, India

Administrative convenience

 

August 30, 2017

June 25, 2020

Registered office moved from B-244, Okhla Industrial
Estate, Phase I, New Delhi 110020 to A-29 (Back part),
Mohan Co-operative Industrial Estate, New Delhi 110044
Delhi, India

Registered office moved from A-29 (Back part), Mohan
Co-operative Industrial Estate, New Delhi 110044 to N24-
N34, $24-S34, Air Cargo Logistics Centre-II, Opposite
Gate 6 Cargo Terminal, Indira Gandhi International
Airport, New Delhi 110037 Delhi, India

Main objects of our Company

The main objects clause as contained in the Memorandum of Association enable our Company to undertake its

Administrative convenience

Administrative convenience

existing activities. The main objects contained in our Memorandum of Association are as follows:

ds To provide logistics and delivery solutions to consumers and a wide range of businesses, to provide
logistics means, option and facilities to all kinds of business houses, corporates on contract or otherwise.

2: To provide web hosting, internet content development, web interface, web sites design, domain name

services, and website maintenance services to other businesses.

Amendments to the Memorandum of Association

Set out below are the amendments to our Memorandum of Association in the last 10 years:

 

Date of Shareholder’s

resolution/ Effective date

Particulars

 

November 7, 2011

January 30, 2012

March 26, 2012

July 19, 2013

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from 100,000 divided into 10,000 equity shares of 210 each to 26,000,000 divided

into 600,000 equity shares of 210 each.

Clause III (C) of the Memorandum of Association was amended to reflect the change in the

‘other objects’ of the Company.

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from 26,000,000 to 9,000,000 divided into 600,000 equity shares of 210 each and

300,000 preference shares of 210 each.

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from %9,000,000 divided into 600,000 equity shares of 10 each and 300,000
preference shares of 210 each to 254,000,000 divided into 600,000 equity shares of 710 each,

3,00,000 preference shares of 10 each and 450,000 preference shares of 2100 each.

 

246
 

Date of Shareholder’s
resolution/ Effective date

Particulars

 

June 28, 2014

July 24, 2014

March 27, 2015

November 24, 2015

September 14, 2016

March 2, 2017

June 19, 2017

November 6, 2018

March 11, 2020

February 1, 2021

August 5, 2021

September 27, 2021

September 29, 2021

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from 254,000,000 divided into 600,000 equity shares of 210 each, 300,000
preference shares of 210 each and 450,000 preference shares of 7100 each to %58,500,000
divided into 600,000 equity shares of 210 each, 300,000 preference shares of 10 each, 450,000
preference shares of 2100 each and 45,000 preference shares of 2100 each.

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from 258,500,000 divided into 600,000 equity shares of 210 each, 300,000
preference shares of 710 each, 450,000 preference shares of 2100 each and 45,000 preference
shares of 3100 each to 7134,500,000 divided into 1,200,000 equity shares of 210 each, 300,000
preference shares of 710 each, 450,000 preference shares of 100 each and 745,000 preference
shares of 2100 each.

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from %134,500,000 divided into 1,200,000 equity shares of 210 each, 3,00,000
preference shares of 210 each, and 450,000 preference shares of 2100 each and 745,000
preference shares of 7100 each. to 174,500,000 divided into 1,200,000 equity shares of 210
each and 3,00,000 preference shares of 710 each, and 1,595,000 preference shares of 100 each
Clause I of the Memorandum of Association was amended to reflect the change in name from
“SSN Logistics Private Limited’ to ‘Delhivery Private Limited”

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from 2174,500,000 divided into 1,200,000 equity shares of 710 each, 300,000
preference shares of 210 each, and 1,595,000 preference shares of 2100 each to €204,500,000
divided into 1,200,000 equity shares of 210 each, 300,000 preference shares of %10 each and
1,895,000 preference shares of 2100 each

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from 2204,500,000 divided into 1,200,000 equity shares of 210 each, 300,000
preference shares of 210 each and 1,895,000 preference shares of 2100 each to 288,533,700
divided into 1,200,000 equity shares of 210 each, 300,000 preference shares of 210 each and
2,735,337 preference shares of $100 each

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from 2288,533,700 divided into 1,200,000 equity shares of 210 each, 300,000
preference shares of 210 each and 2,735,337 preference shares of 100 each to 290,135,980
divided into 1,360,228 equity shares of 10 each, 300,000 preference shares of 210 each and
2,735,337 preference shares of 2100 each

Clause V of the Memorandum of Association was amended to reflect the increase in authorized
share capital from 2290,135,980 divided into 1,360,228 equity shares of 210 each, 300,000
preference shares of 210 each and 2,735,337 preference shares of 2100 each to 440,135,980
divided into 1,360,228 equity shares of 210 each, 300,000 preference shares of 210 each and
4,235,337 preference shares of 2100 each

Clause V of the Memorandum of Association was amended to reflect the increase in authorized
share capital from %440,135,980 divided into 1,360,228 equity shares of 210 each, 3,00,000
preference shares of 210 each and 4,235,337 preference shares of 2100 each to 7446,535,980
divided into 2,000,228 equity shares of 210 each, 300,000 preference shares of 10 each and
4,235,337 preference shares of 2100 each

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from 2446,535,980 divided into 2,000,228 equity shares of 210 each, 300,000
preference shares of 2100 each and 4,235,337 preference shares of 7100 each to 2456,035,980
divided into 2,200,228 equity shares of 210 each, 300,000 preference shares of 210 each and
4,310,337 preference shares of 7100 each

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from %456,035,980 divided into 2,200,228 equity shares of 210 each, 300,000
preference shares of $10 each and 4,310,337 preference shares of $100 each to 492,535,980
divided into 2,350,228 equity shares of 210 each, 300,000 preference shares of 210 each and
4,660,337 preference shares of %100 each

Clause V of the Memorandum of Association was amended to reflect the increase in authorised
share capital from %492,535,980 divided into 2,350,228 equity shares of 210 each, 300,000
preference shares of $10 each and 4,660,337 preference shares of 2100 each to 21,192,535,980
divided into 72,350,228 equity shares of 210 each, 300,000 preference shares of 210 each and
4,660,337 preference shares of %100 each

Clause V of the Memorandum of Association was amended to reflect the sub-division in
authorized share capital from %1,192,535,980 divided into 72,350,228 equity shares of %10
each, 300,000 preference shares of €10 each and 4,660,337 preference shares of 2100 each to
%1,192,535,980 divided into 723,502,280 equity shares of %1 each, 300,000 preference shares
of 210 each and 4,660,337 preference shares of 2100 each

 

247
 

Date of Shareholder’s

 

resolution/ Effective date Parceulars

September 29, 2021 Clause | of the Memorandum of Association was amended to reflect the change in name from
‘Delhivery Private Limited’ to ‘Delhivery Limited’

October 15, 2021 Clause V of the Memorandum of Association was amended to reflect the increase in authorized

share capital from %1,192,535,980 divided into 723,502,280 Equity Shares of 21 each, 300,000
Preference Shares of 210 each and 4,660,337 Preference Shares of £100 each to 1,342,535,980
divided into 873,502,280 Equity Shares of 21 each, 300,000 Preference Shares of 210 each and
4,660,337 of 2100 each

 

Major events and milestones of our Company

The table below sets forth some of the key events in our history:

 

 

Colendae Milestone
Year
2011 Incorporation of our Company as a logistics services provider
2011 Launch of Transportation Management System
2013 Launch of Warehouse Management System
2013 Commencement of fulfilment business
2014 Launch of Netplan, our network design tool
2015 Launch of Addfix, our address resolution engine
2015 Launch of automated sorters in our network
2015 Commencement of self-managed express surface line-haul network
2016 Commencement of part truckload services (PTL service offering)
2016 Launch of ‘Constellation’, partner managed last mile delivery network
2018 Commencement of Truckload services (TL service offering)
2018 Commencement of cross border service offering
2018 PaaS (Platform as a Service) soft launch in Sri Lanka and Bangladesh
2019 Commencement of Supply Chain Services
2019 Acquisition of Aramex’s India assets
2019 Entered into partnership with UPS
2019 Launch of tractor trailers in our network
2019 Opened the Delhivery USA office
2020 Acquisition of Roadpiper Technologies Private Limited
2020 Launch of 3 mega trucking terminals in Tauru (Haryana), Bhiwandi (Maharashtra) and Bengaluru (Karnataka)
2021 Acquisition of the business of Primaseller Inc.
2021 Entered into a strategic alliance with FedEx
2021 Acquisition of Spoton Logistics Private Limited
2021 1 billion express parcel shipments delivered since incorporation
2021 Acquisition of Transition Robotics, Inc. by Delhivery Robotics LLC
2022 Investment in Falcon Autotech Private Limited

Our Holding Company
As of the date of this Prospectus, our Company does not have a holding company.
Our Subsidiaries

As of the date of this Prospectus, our Company has eight direct subsidiaries and two indirect subsidiaries. For
details regarding our Subsidiaries, please see “ — Our Subsidiaries” on page 253.

Joint Ventures

As of the date of this Prospectus, our Company does not have any joint venture.

Significant financial and strategic partnerships

Except for our strategic alliance with FedEx in respect of which our Company has entered into arrangements, our

Company does not have any significant financial or strategic partners, as on the date of this Prospectus. For further,
details, see “— Details regarding material acquisitions or divestments of business/ undertakings, mergers,

248
amalgamation, any revaluation of assets, etc. in the last 10 years” and “— Key terms of other subsisting material
agreements” on pages 249 and 252, respectively.

Time/cost overrun
There has been no time or cost overrun in respect of our business operations.
Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks

There has been no instance of rescheduling/ restructuring of borrowings with financial institutions/ banks in
respect of our borrowings from lenders.

Facility creation, location of offices
For details regarding facility creation and location of our offices, see “Our Business” on page 212.
Launch of key products or services, entry into new geographies or exit from existing markets

For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, see “Our Business” on page 212.

Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,
any revaluation of assets, etc. in the last 10 years

Except as disclosed below, our Company has not made any material acquisitions or divestments of
business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years.

1 Asset purchase agreement dated February 27, 2019 (“Aramex Asset Purchase Agreement”) between
our Company and Aramex India Private Limited (“Aramex”)

Aramex was, among other activities, engaged in the business of transportation, warehousing and logistics
services in India. Pursuant to the Aramex Asset Purchase Agreement, our Company has acquired the
fixed assets, equipment, property, contracts (including customer contracts, manpower contracts and
vendor contracts), licenses and customers of Aramex, along with its employees who were desirous of
joining our Company.

2. Business transfer agreement dated January 16, 2020 (“Roadpiper Business Transfer Agreement”)
among our Company, Orion Supply Chain Private Limited (“OSCPL”), Anurag Garg, Puneet Bagla,
Saurabh and Roadpiper Technologies Private Limited (“Roadpiper”)

Roadpiper, was, among other activities, engaged in the business of providing technology solutions to the
logistics industry, providing proprietary freight and logistics software and end-to-end services to
transportation organizations. Anurag Garg, Puneet Bagla and Saurabh were promoters of Roadpiper.
Pursuant to the terms of the Roadpiper Business Transfer Agreement, OSCPL, our Subsidiary, purchased
the business of Roadpiper by way of a slump sale on a going concern basis. As part of the slump sale,
among other things, all fixed assets, movable and/or immovable properties, leasehold rights in
immovable properties, licenses, employees, databases relating to customers and clients, content
generated during the operation of business, and all intellectual property rights of Roadpiper were
transferred to OSCPL, in accordance with the terms of the Roadpiper Business Transfer Agreement.

3. Asset transfer agreement dated February 20, 2021 (“Primaseller Asset Purchase Agreement”) among
our Company, Delhivery USA LLC, Mohammed Ali, Vivek Subramanian and Primaseller Inc.
(“Primaseller”)

Primaseller was engaged in the business of inventory and order management through web services and
allied facilities (“Web Services”). Vivek Subramanian and Mohammed Ali are the founders of
Primaseller. Pursuant to the terms of the Primaseller Asset Purchase Agreement, Primaseller agreed to
sell, transfer, grant, assign and deliver to our Company and to Delhivery USA, all of its rights, titles and
interest in intellectual property, books and records used for running its business operations, along with
any claims, rights of recovery, causes of actions, rights of set-off or of recoupment that are or would be
available with respect to the customers of Primaseller, such that the ‘Web Services’ offered by
Primaseller can be integrated into the business of our Company and/or Delhivery USA.

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4, Asset Transfer Agreement dated November 17, 2021 executed among Transition Robotics, Inc.
(“TRI”), Delhivery Robotics LLC (“Delhivery Robotics”), Pranay Sinha, Jeffrey Gibboney and
Christopher Forrette (“TRI Asset Transfer Agreement”)

TRI is engaged in the business of providing hardware and software solutions for unmanned aerial systems
platforms (“TRI Service”). Pranay Sinha, Jeffrey Gibboney and Christopher Forrette are the founders of
TRI. Delhivery Robotics, one of our subsidiaries, is engaged in the business of development of
technology. Pursuant to the terms of the TRI Asset Transfer Agreement, Delhivery Robotics has agreed
to purchase and receive, and TRI has agreed to sell and transfer, by way of an itemized sale, its intellectual
property along with all the rights, title, interest to claims and causes of action, right of recovery, set-off
and re-coupment, arisen or that may arise in favour of TRI in relation to such intellectual property, to
Delhivery Robotics so as to integrate the TRI Service with the business that of Delhivery Robotics and
to enable Delhivery Robotics and its affiliates to use, develop or exploit the TRI Service so integrated.

Ss Asset purchase agreement dated July 15, 2021 executed among our Company, FedEx and TNT India
Private Limited (“TNT”, and such agreement, the “FedEx Asset Purchase Agreement”)

FedEx is, among other things, engaged in the business of providing warehousing, transportation and
logistics services in India. Pursuant to the terms of the FedEx Asset Purchase Agreement, our Company,
subject to fulfilment of certain closing conditions, including receipt of the requisite anti-trust approval
from the Competition Commission of India, agreed to acquire from FedEx certain identified assets and
facilities and certain customer contracts (subject to obtaining customer consent) to the extent that such
contracts relate to the business of providing domestic express services (i.e. domestic express parcel and
PTL services, but excluding domestic freight transport services provided as part of freight forwarding
business, warehousing services, or the special services provided by TNT for cold-chain or healthcare
express services in India), within India. Our Company has received the approval of the Competition
Commission of India for the transaction on November 23, 2021, and the FedEx Asset Purchase
Agreement became effective on December 5, 2021.

6. Share purchase agreement dated July 29, 2021 executed among our Company, Spoton Logistics
Private Limited (“Spoton”) and Samara Alternative Investment Fund, Samara Capital Partners Fund
II Limited, Virginia Tech Foundation Inc., Xponentia Opportunities Fund-I, Xponentia Fund
Partners LLP (collectively the “Sellers”), read with amendment agreement dated August 19, 2021
(“Spoton SPA”)

Spoton is engaged in the business of providing integrated logistics solutions. Pursuant to the terms of the
Spoton SPA, the Sellers have sold and transferred in return for cash, and our Company has acquired, free
and clear of all encumbrances, together with all rights, benefits and entitlements thereto, all shares of
Spoton held by the Sellers. Subsequent to such acquisition, Spoton has become a wholly-owned
subsidiary of our Company.

Shareholders’ agreement

Amended and Restated Shareholders’ Agreement dated August 9, 2021 executed among our Company, SVF
Doorbell (Cayman) Ltd, CA Swift Investments, Internet Fund III Pte. Ltd., Nexus Ventures III, Ltd., Nexus
Opportunity Fund Ltd., Times Internet Limited, Canada Pension Plan Investment Board, FedEx (collectively,
the “Investors”), Sahil Barua, Suraj Saharan and Kapil Bharati (collectively, the “Founders”), Bhavesh
Kishor Manglani, Mohit Tandon, Abhishek Goyal, Ajith Pai Mangalore, Dinesh Advani, Sandeep Kumar
Barasia, Sushant Kashyap and Vikas Kapoor, as amended by the Amendment Agreement dated October 26,
2021 executed by such aforementioned parties; and additionally, the Waiver Letter dated October 26, 2021
executed by such aforementioned parties

The parties have entered into the SHA to record the terms and conditions agreed to among them in respect of the
management, governance and control of the affairs of our Company and certain rights and obligations inter se.
Pursuant to the terms of the SHA, read with the Amendment Agreement and the Waiver Letter, till the listing and
trading of the Equity Shares of the Company on BSE and NSE or the Long Stop Date (as defined below),
whichever is earlier, each of (i) (a) Canada Pension Plan Investment Board, and (b) jointly, Nexus Ventures III,
Ltd. and Nexus Opportunity Fund Ltd., at each of their sole discretion, have the right to appoint one non-executive,
non-independent Director on our Board, (ii) SVF Doorbell (Cayman) Ltd has the right to appoint two non-
executive, non-independent Directors on our Board, at its sole discretion, however, pursuant to the Waiver Letter
(effective until the earlier of the the listing and trading of the Equity Shares of the Company on BSE and NSE or

250
the Long Stop Date), SVF Doorbell (Cayman) Ltd shall exercise its right to appoint only one non-executive, non-
independent director, and shall not exercise its right to appoint a second nominee director, and (iii) FedEx Express
has the right to appoint a non-executive, non-independent Director on our Board. Further, the SHA provides
certain inspection and information rights to the Investors, which shall continue till completion of the Offer, i.e.
commencement of listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer. The
parties have also agreed, pursuant to the Waiver Letter, to waive certain inter se rights in relation to certain
proposed transfers of shareholding, as applicable, of first refusal, tag-along rights on sale to third parties and tag-
along rights on sale to competitors, in respect of the Offer.

Pursuant to the terms of the SHA, the investors have the right to require the prior affirmative written consent of
the investors holding a majority of the investors’ securities on a fully-diluted basis, in order for our Company to
take decisions on certain matters including: (i) the business plan and annual budget of our Company, including
any deviations thereto, (ii) incurrence of debt during a financial year in excess of %2,000,000,000, (iii) any change
in the nature of business or diversification of the business, (iv) any acquisition, disposition or dilution of
substantial interest in any other business or any acquisition of securities of or interests in any company,
partnership, body corporate or sole proprietorship or any joint venture, strategic or financial alliance with any
third party for consideration paid or received in cash, (v) any increase or decrease or any other change in the
composition of the Board, including any revision in the salaries/ compensation paid to the directors of our
Company, and (vi) transactions other than in the ordinary course of business of our Company, in excess of
%100,000,000. Further, the prior affirmative written consent of a “super majority” of investors, i.e. investors
collectively holding at least 67% of the total investor securities on a fully-diluted basis, is required in order for
our Company to take decisions on certain matters including: (i) any change in the capitalization structure of our
Company including due to increase in the number of shares reserved for ESOP schemes or issue of shares in
connection with an acquisition, subject to certain exceptions, (ii) redemption or buy-back of any equity securities
of our Company, including CCPS held by any person, subject to certain exceptions, (iii) amendment of the charter
documents of our Company, other than in connection with certain specified matters, and (iv) matters relating to
the incorporation or creation of a subsidiary, investment by our Company in its subsidiaries, and any issues relating
to sale or divestment or holdings by our Company in any of its subsidiaries. Separately, the prior affirmative
written consent of the Founders (to be exercised collectively by the Founder holding the position of chief executive
officer of our Company, on behalf of all Founders and whose decision shall be binding on all the Founders), is
required in order to take decisions on certain matters including: (i) the business plan and annual budget of our
Company, including any deviations thereto, (ii) any change in the charter documents of our Company which
adversely affects the Founders and their rights, (iii) commencement of any new line of business, or exit from any
current line of business, split-up of the existing business or any other change in the business of our Company, (iv)
any restructuring/merger/acquisition/sale of whole or part of our Company, subject to certain exceptions, (v) any
amendment to, or waiver of, any material operations agreements of our Company. The SHA also provides that
the directors nominated by the Investors will not be liable for any default or failure of our Company in complying
with applicable laws, and that our Company will indemnify and hold harmless, to the extent permitted by
Applicable Law, the Investors and directors nominated by the Investors from and against any and all losses which
they may directly or indirectly incur as a result of any non-compliance of our Company with applicable laws.

In accordance with the terms of the Amendment Agreement, the SHA shall stand automatically terminated
immediately prior to the completion of a successful initial public offering of our Company’s share capital on the
BSE and NSE approved in accordance with the terms of the SHA, except for certain clauses relating to governing
law, dispute resolution and confidentiality that will continue to survive termination. Except for rights to nominate
directors available to certain shareholders, subject to approval of the Shareholders by way of a special resolution
in a general meeting post listing of the Equity Shares, as included in Part A of our Articles of Association, there
are no such rights which shall survive post listing of the Equity Shares. The Amendment Agreement and the
Waiver Letter will stand automatically terminated on the Long Stop date, i.e. the earlier of: (i) November 1, 2022,
in the event that the Equity Shares are not listed on the BSE and the NSE by such date, and/or (ii) the date on
which the Board, or a committee thereof, decides not to undertake the Offer, and/or (iii) November 30, 2021, in
the event that our Company has not filed a draft red herring prospectus in relation to the Offer with SEBI, the BSE
and the NSE by such date, and the SHA (as existing prior to execution of the Amendment Agreement) shall
immediately and automatically stand reinstated, with full and force, as it stood prior to the Amendment
Agreement.

In terms of Part A of our Articles of Association, which will become effective automatically upon the
commencement of listing and trading of our Company’s Equity Shares on the Stock Exchanges, subject to
approval of the Shareholders of our Company by way of a special resolution in the first general meeting convened
after the listing of Equity Shares of our Company on the BSE and the NSE pursuant to the Offer (i) the Board
shall at all times consist of not more than 3 (three) directors from the Management Team (defined below) of our

251
Company (the “Management Team Directors”), as nominated by the nomination and remuneration
committee (“NRC”) of the Board, provided that such director shall be a member of the Management Team as of
the date of the appointment and shall continue to be a member of the Management Team during the term of their
directorship. “Management Team” herein means (a) each of the founders of our Company, being Sahil Barua,
Suraj Saharan and Kapil Bharati, severally and not jointly, until such founder is in the employment of our
Company and/or its Subsidiaries in senior executive capacities; and/ or (b) such other “key managerial personnel”
of our Company as may be determined by the NRC from time to time and shall include the “key managerial
personnel” of our Company identified in the offer documents, and (ii) SVF Doorbell (Cayman) Ltd shall be
entitled to nominate one director on the Board, who shall be deemed to be a non-independent director for the
purposes of our Company’s Board, for as long as SVF Doorbell (Cayman) Ltd and/or its affiliates continue to
hold at least 10% of our Company’s issued and outstanding paid-up share capital on a fully diluted basis.

All special rights available to Shareholders will cease to exist upon listing of the Equity Shares on the Stock
Exchanges pursuant to the Offer (without requiring any further action), except for rights to nominate directors
available to certain shareholders, subject to approval of the Shareholders by way of a special resolution in a general
meeting post listing of the Equity Shares, as included in Part A of our Articles of Association. For further details,
see “Main Provisions of Articles of Association” on page 3

Key terms of other subsisting material agreements

Except as disclosed in “- Shareholders’ agreement” on page 250 and below, our Company has not entered into
any subsisting material agreements other than in the ordinary course of business of our Company.

1. Pick-up, Delivery and Sales Agent Agreement dated July 15, 2021 executed by our Company and FedEx
(the “PUD Agreement”)

Pursuant to the terms of the PUD Agreement, (a) FedEx has agreed to appoint our Company to sell its international
services to various customer segments and provide pick-up and delivery and connected line haul services to FedEx
within India, and (b) our Company has agreed to appoint FedEx, to provide international delivery services outside
India or into the territory of India, each subject to the terms and conditions of the PUD Agreement. The
arrangements under the PUD Agreement, however, will neither be applicable to PUD services offered by FedEx
in New Delhi, Mumbai and Bengaluru, unless otherwise elected by FedEx in its sole discretion, nor in respect of
services being specifically provided by certain other identified international express providers to the Company.
The PUD Agreement is valid for a term of five years and may be extended subject to mutual agreement between
the parties.

2. Domain Name Assignment Agreement (“DNAA”) dated November 19, 2021 entered into between
Transition Robotics, Inc.(“Assignor”) and Delhivery Robotics LLC (“Assignee”)

Pursuant to the DNAA, the Assignor has transferred its entire rights, titles and interests in the domain names
owned by it, namely, “tri.aero”, “quadshot.com” and “transition-robotics.com”; including all claims for damages
by reason of past, present and/or future infringement of such domain names along with the right to sue for and

collect for the Assignee’s own use and benefit.

3. Assignment of Patent Rights (“Patent Rights Assignment”) dated November 26, 2021 entered into between
Transition Robotics, Inc. (“Assignor”) and Delhivery Robotics LLC (“Assignee”)

Pursuant to the Patent Rights Assignment, the Assignee has agreed to acquire and the Assignor has agreed to sell,
assign and transfer its entire rights, title and interest in its inventions, applications, patents, right to file applications
for patents and/or registered design of the United States or other countries, the right to recover any and all, past,
present or future damages, including provisional or other royalties for any and all, past, present and future
infringements of the said applications, letters patent or patents and/or registered design to be obtained for such
inventions and applications.

4, Assignment of Trademark Rights (“Trademark Rights Assignment”) dated November 11, 2021 entered
into between Transition Robotics, Inc. (“Assignor”) and Delhivery Robotics LLC (“Assignee”)

Pursuant to the Trademark Rights Assignment, the Assignor has irrevocably and unconditionally assigned,

transfered and conveyed to the Assignee, all of its rights, title and interest in its trademarks, namely “TRI”,
“Quadshot”, “Transition Robotics, Inc.”, and “JumpShip” together with the goodwill associated therewith, any

252
and all legal actions and rights and remedies at law or in equity for past infringement, misappropriations or other
violations of such trademarks, the right to sue for, collect and retain all damages, profits and proceeds, and all
other remedies associated therewith, any and all income, royalties and payments accruing on or after November
11, 2021.

5. Business Co-operation Agreement dated December 31, 2021 entered into between our Company and
Falcon Autotech Private Limited (“Falcon”) (“BCA”)

Falcon is in the business of providing intralogistics automation solutions, sortation systems, conveyor systems,
delivery-warehousing systems, and pick/put to light systems. Pursuant to the BCA, Falcon and our Company have
agreed to enter into the following arrangements: (i) preferential supply, wherein there shall be preferential supply
of products and services by Falcon to our Company; (ii) preferential procurement, wherein our Company shall be
entitled to preferential procurement of products from Falcon; (iii) pilot project participation, wherein our
Company shall participate in pilot projects with Falcon for the development of specific products, prototypes, proof
of concept and other projects based on problem statements, operational and other inputs and infrastructural support
for proof of concept of such products/projects, provided by our Company to Falcon, and (iv) joint development
of new technology, products and services pertaining to among others, automation systems, logistics, and Saas
platforms, wherein the parties shall collaborate to jointly develop new products and services and our Company
shall provide support to Falcon with respect to personnel, infrastructure, research, development and marketing of
the products and services, prusant to the terms and conditions of the BCA .

6. Share Purchase Agreement dated December 31, 2021 entered into among our Company, Falcon,
Tuhinanshu, Dheeraj Verma, Manuj Bansal, Surbhi Jain, and Naman Jain (collectively, the “Sellers”)
(“Falcon SPA”) and the Share Subscription Agreement dated December 31, 2021 entered into among the
afore-mentioned parties (“Falcon SSA”)

Pursuant to the Falcon SPA, our Company purchased, 367,558 shares of Falcon on a fully-diluted basis. Pursuant
to the Falcon SSA, our Company subscribed to 241,981 shares of Falcon, on a fully-diluted basis. Pursuant to
closing of the Falcon SSA and the Falcon SPA, our Company holds a total of 34.55% of the share capital of
Falcon, on a fully diluted basis. For further details, please also see “Objects of the Offer - Funding inorganic
growth through acquisitions and other strategic initiatives” on page 166.

7. Shareholders’ Agreement dated December 31, 2021 entered into among our Company, Falcon,
Tuhinanshu, Dheeraj Verma, Manuj Bansal, Surbhi Jain and Naman Jain (“Falcon SHA”)

Pursuant to the Falcon SHA, our Company has the right to appoint two non-retiring non-executive directors
(“Delhivery Nominee Directors”) and one representative as an observer, on the board of directors of Falcon. Our
Company also has the right to nominate Delhivery Nominee Directors or other representatives to the committees
of the board of directors of Falcon. Further, our Company has certain pre-emptive rights under the Falcon SHA,
as well as an obligation owing to a put option whereby, if for three years from the closing of the Falcon SHA, any
of Falcon’s shareholders wishes to sell any or all of his/her shares in Falcon, he/she shall have the right to require
our Company to purchase such shares.

Agreements with Key Managerial Personnel, Directors or any other employee

As on the date of this Prospectus, there are no agreements entered into by our Key Managerial Personnel or
Directors 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.

Our Subsidiaries

As on the date of this Prospectus, our Company has eight direct subsidiaries and two indirect subsidiaries, as set
forth below:

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principal business of DCBSPL is, amongst others, to carry on the business of logistics, courier, cargo, warehousing
and transport.

Capital Structure

As on the date of this Prospectus, the authorised share capital of DCBSPL is 7100,000,000 divided into 10,000,000
equity shares of 710 each. The issued, subscribed and paid-up equity share capital of DCBSPL is 55,100,000
divided into 5,510,000 equity shares of 210 each.

Our Company holds 5,510,000 equity shares of DCBSPL (including 1 equity share held by its nominee
shareholder, Sahil Barua) aggregating to 100% of the total equity holding of DCBSPL.

Amount of accumulated profits or losses

As on the date of this Prospectus, there are no accumulated profits or losses of DCBSPL that have not been
accounted for by our Company in the Restated Financial Statements.

4, Spoton Logistics Private Limited (“Spoton”)
Corporate Information

Spoton was incorporated as Startrek Logistics Private Limited, a private limited company on November 17, 2011
with the Registrar of Companies, Maharashtra at Mumbai. The name of the company was changed to Spoton
Logistics Private Limited with effect from May 17, 2016, pursuant to a fresh certificate of incorporation issued
by Registrar of Companies Karnataka at Bangalore on May 17, 2016. The registered office of Spoton is Opposite
SEZ Naman Ind Estate, ATPO Matoda, Village Matoda, Taluka Sanand, Ahmadabad, Survey No.520/1 & 520/2,
Ahmedabad 382213 Gujarat, India. The CIN of Spoton is U63090GJ2011PTC108834. The principal business of
SLPL is, among other initiatives, to provide integrated logistics solutions in India, as authorised under its
constitutional documents.

Capital Structure

As on the date of this Prospectus, the authorised share capital of Spoton is %1,880,000,000 divided into
188,000,000 equity shares of 710 each. The issued, subscribed and paid-up equity share capital of Spoton is.
%206,410,940 divided into 20,641,094 equity shares of 210 each.

Our Company holds 20,641,094 equity shares of Spoton (including one equity share held by its nominee
shareholder, Sahil Barua) aggregating to 100% of the total equity holding of Spoton.

Amount of accumulated profits or losses

Post the date of acquisition of Spoton, there are no accumulated profits or losses of Spoton that have not been
accounted for by our Company in the Restated Financial Statements.

5. Spoton Supply Chain Solutions Private Limited (“SSCPL”)
Corporate Information

SSCPL was incorporated as “Raag Technologies and Services Private Limited”, a private limited company on
May 1, 2008, with the Assistant Registrar of Companies, Chennai. Pursuant to a fresh certificate of incorporation
dated June 9, 2021 issued by the Registrar of Companies, Chennai, the name was changed to “Spoton Supply
Chain Solutions Private Limited”. The CIN of SSCPL is U74200TN2008PTC067564. The registered office of
SSCPL is located at Old No. 21/IH, Parvathikalakshetra Colony, Kgeyes Eternity, Besant Nagar, Chennai 600090
Tamil Nadu, India. The principal business of SSCPL is, among other initiatives, to provide logistics services, as
authorised under its constitutional documents.

Capital Structure

As on the date of this Prospectus, the authorised share capital of SSCPL is %500,000 divided into 5,000 equity
shares of 7100 each. The issued, subscribed and paid-up equity share capital of SSCPL is %500,000 divided into
5,000 equity shares of 2100 each.

Our Subsidiary, Spoton holds 5,000 equity shares of SSCPL (including one equity share held by its nominee
shareholder, Abhik Mitra) aggregating to 100% of the total equity holding of SSCPL.

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Indian Subsidiaries
1. Delhivery Freight Services Private Limited (“DFSPL”)
Corporate Information

DFSPL was incorporated as a private limited company on April 21, 2020 under the Companies Act, 2013 with
the RoC. The registered office of DFSPL is at N24-N34, S24-S34, Air Cargo Logistics Centre-II, Opposite Gate
6 Cargo Terminal, Indira Gandhi International Airport, New Delhi 110037 Delhi, India. The CIN of DFSPL is
U63090DL2020PTC363367. The principal business of DFSPL is to, among other initiatives, provide services of
a digital freight exchange that connects shippers with suppliers of freight capacity ensuring transparent and reliable
online execution of orders.

Capital Structure

As on the date of this Prospectus, the authorised share capital of DFSPL is 2100,000 divided into 10,000 equity
shares of 210 each. The issued, subscribed and paid-up equity share capital of DFSPL is 7100,000 divided into
10,000 equity shares of 210 each.

Our Company holds 10,000 equity shares of DFSPL (including 1 equity share held by its nominee shareholder,
Sahil Barua) aggregating to 100% of the total equity holding of DFSPL.

Amount of accumulated profits or losses

As on the date of this Prospectus, there are no accumulated profits or losses of DFSPL that have not been
accounted for by our Company in the Restated Financial Statements.

2. Orion Supply Chain Private Limited (“OSCPL”)
Corporate Information

OSCPL was incorporated as a private limited company on December 6, 2019 under the Companies Act, 2013
with the Deputy Registrar of Companies, Central Registration Centre, Gurugram 122050 Haryana, India. The
registered office of OSCPL is at N24-N34, $24-S34, Air Cargo Logistics Centre-II, Opposite Gate 6 Cargo
Terminal, Indira Gandhi International Airport, New Delhi 110037 Delhi, India. The CIN of OSCPL is
U63030DL2019PTC358458. The principal business of OSCPL is to, among other initiatives, provide services as
a digital freight broker with an aim to engage with fleet owners and bring them into our freight exchange platform.

Capital Structure

As on the date of this Prospectus, the authorised share capital of OSCPL is 2100,000 divided into 10,000 equity
shares of 210 each. The issued, subscribed and paid-up equity share capital of OSCPL is 7100,000 divided into
10,000 equity shares of 210 each.

Our Company holds 10,000 equity shares of OSCPL (including 1 equity share held by its nominee shareholder,
Sahil Barua) aggregating to 100% of the total equity holding of OSCPL.

Amount of accumulated profits or losses

As on the date of this Prospectus, there are no accumulated profits or losses of OSCPL that have not been
accounted for by our Company in the Restated Financial Statements.

3. Delhivery Cross Border Services Private Limited (“DCBSPL”)
Corporate Information

DCBSPL was incorporated as “Skynet Logistics Private Limited”, a private limited company on December 12,
2015 under the Companies Act, 2013 with the Registrar of Companies, Delhi. Pursuant to a fresh certificate of
incorporation dated October 21, 2021, the name was changed to “Delhivery Cross Border Services Private
Limited”. The registered office of DCBSPL is at Khasra no 65/23 & 84/3, Gali No 3, Mundka Industrial Area,
Main Rohtak Road, New Delhi 110041 Delhi, India. The CIN of DCBSPL is U63090DL2015PTC288415. The

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Amount of accumulated profits or losses

Post the date of acquisition of Spoton, there are no accumulated profits or losses of SSCPL that have not been
accounted for by our Company in the Restated Financial Statements.

Foreign Subsidiaries
6. Delhivery Corp Limited (“DCL”)

Corporate Information

DCL was incorporated as a private limited company on March 17, 2016 under the Companies Act, 2006 of UK
with the Registrar of Companies for England and Wales. The registered office of DCL is at 27 Old Gloucester
Street, London United Kingdom WCIN 3AX. The company number of DCL is 10069774. The principal business
of DCL is to, among other initiatives, provide logistics consultancy services, as authorised under its constitutional
documents.

Capital Structure

As on the date of this Prospectus, the authorised share capital of DCL is GBP 2,269,165 divided into 2,269,165
ordinary shares of GBP 1 each. The issued, subscribed and paid-up share capital of DCL is GBP 2,269,165 divided
into GBP 2,269,165 ordinary shares of GBP 1 each.

Our Company holds 2,269,165 ordinary shares of DCL aggregating to 100% of the total holding of DCL.

Amount of accumulated profits or losses

As on the date of this Prospectus, there are no accumulated profits or losses of DCL that have not been accounted
for by our Company in the Restated Financial Statements.

7. Delhivery HK Pte Limited (‘DHPL”)
Corporate Information

DHPL was incorporated as a private limited company on August 3, 2018 under the Companies Ordinance (Chapter
622 of the Laws of Hong Kong) with the Registrar of Companies, Hong Kong Special Administrative Region.
The registered office of DHPL is at 16/F, Wing on Ctr 111, Connaught Road, Central Hong Kong. The business
registration number of DHPL is 2730024. The principal business of DHPL is to, among other initiatives, provide
international logistics solutions, as authorised under its constitutional documents.

Capital Structure

As on the date of this Prospectus, the authorised share capital of DHPL is 2,209,446 divided into 2,209,446
ordinary shares of HKD 1 each. The issued, subscribed and paid-up share capital of DHPL is 2,209,446 divided
into 2,209,446 ordinary shares of HKD 1 each.

Our Company holds 2,209,446 ordinary shares of DHPL aggregating to 100% of the total holding of DHPL.
Amount of accumulated profits or losses

As on the date of this Prospectus, there are no accumulated profits or losses of DHPL that have not been accounted
for by our Company in the Restated Financial Statements.

8. Delhivery USA, LLC (“Delhivery USA”)
Corporate Information

Delhivery USA was incorporated as a limited liability company on May 23, 2016 under the Florida Limited
Liability Company Act with the Secretary of State, State of Florida at Tallahassee, U.S.A. The registered office
of Delhivery USA is at 28901 Trails Edge Boulevard, Suite 205, Bonita Springs, Florida 34134. The document
number of Delhivery USA is L16000103055. The principal business of Delhivery USA is to, among other
initiatives, work in logistics and technology development, as authorised under its constitutional documents.

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Capital Structure

As on the date of this Prospectus, the authorised share capital of Delhivery USA is USD 6,631,060 divided
into 6631,060 equity shares of USD 1 each. The issued, subscribed and paid-up equity share capital of Delhivery
USA, LLC is USD 6,631,060 divided into 6,631,060 equity shares of USD 1 each.

Our Company holds 6,631,060 equity shares of Delhivery USA aggregating to 100% of the total equity holding
of Delhivery USA.

Amount of accumulated profits or losses

As on the date of this Prospectus, there are no accumulated profits or losses of Delhivery USA that have not been
accounted for by our Company in the Restated Financial Statements.

9. Delhivery Robotics LLC (“Delhivery Robotics”)
Corporate Information

Delhivery Robotics was incorporated as a limited liability company on August 23, 2021 under the Limited
Liability Company Act of Delaware with the Secretary of State, Division of Corporation, State of Delaware,
U.S.A. The registered office of Delhivery Robotics is at 16192 Coastal Highway, Lewes, Delaware 19958, County
of Sussex. The file number of Delhivery Robotics is 6185023. The principal business of Delhivery Robotics is,
among other initiatives, development of technology, as authorised under its constitutional documents.

Capital Structure

As on the date of this Prospectus, the authorised share capital of Delhivery Robotics is USD 700,000 divided into
700,000 equity shares of USD 1 each. The issued, subscribed and paid-up equity share capital of Delhivery
Robotics is USD 700,000 divided into 700,000 equity shares of USD 1 each.

Our Subsidiary, Delhivery Singapore Pte. Ltd. holds 700,000 equity shares aggregating to 100% of the total equity
shareholding of Delhivery Robotics.

Amount of accumulated profits or losses

As on the date of this Prospectus, there are no accumulated profits or losses of Delhivery Robotics that have been
accounted for by our Company in the Restated Financial Statements.

10. Delhivery Singapore Pte. Ltd. (“Delhivery Singapore”)

Corporate Information

Delhivery Singapore was incorporated as a private company limited by Shares on August 2, 2021 under the
Companies Act of Singapore with the Assistant Registrar of Companies & Business Names, Accounting and
Corporate Regulatory Authority, Singapore. The registered office of Delhivery Singapore Pte. Ltd. is at 8, Cross
Street, #24-03/04, Manulife Tower, Singapore 048424. The unique entity number of Delhivery Singapore is
202126717W. The principal business of Delhivery Singapore is to, among other initiatives, hold investments, as
authorised under its constitutional documents.

Capital Structure

As on the date of this Prospectus, the issued share capital of Delhivery Singapore is 2,000,000 divided into
2,000,000 ordinary shares of USD 1 each.

Our Company holds 2,000,000 equity shares aggregating to 100% of the total equity shareholding of Delhivery
Singapore.

Amount of accumulated profits or losses

As on the date of this Prospectus, there are no accumulated profits or losses of Delhivery Singapore that have not
been accounted for by our Company in the Restated Financial Statements.

257
OUR MANAGEMENT

Under our Articles of Association, our Company is authorised to have up to 15 Directors. Effective from the date
of listing and trading of our Equity Shares pursuant to this Offer, Part B of our Articles of Association shall stand
automatically terminated and simultaneously, Part A of our Articles of Association will become automatically
effective, in accordance with which our Company will be authorised to have up to 15 Directors. As on the date of
this Prospectus, we have 11 Directors on our Board, comprising 3 Executive Directors, 3 Non-Executive Nominee
Directors and 5 Non-Executive Independent Directors, including one woman Director. The present composition
of our Board and its committees is in accordance with the corporate governance requirements provided under the
Companies Act and the SEBI Listing Regulations.

Our Board

The following table sets forth details regarding our Board as on the date of this Prospectus:

 

 

Name, Designation, Address, Occupation, Date of Birth, ‘Age 7 7
Term Period of Directorship and DIN (years) Other Directorships
Deepak Kapoor 63 Indian companies
Designation: Chairman and Non-Executive Independent 1. Tata Steel Limited
Director 2. HCL Technologies Limited

3. Nayara Energy Limited

 

Address: K-42, NDSE-2, Andrewsganj S.O., South Delhi, Delhi

 

110049, India Foreign companies
Occupation: Professional 1, Tata Steel Minerals Canada
Limited

Date of birth: January 7, 1959
Term: Five years with effect from October 1, 2021
Period of Directorship: Since November 22, 2017

DIN: 00162957

Sahil Barua 37 Indian companies
Designation: Managing Director and Chief Executive Officer Nil
Address: House No. 367/4, B5 Plot No., Villa No. 9, Salvador Foreign companies

Do Mundo Bardez, North Goa 403101 Goa, India

1. Delhivery HK Pte. Ltd
Occupation: Business 2. Delhivery USA LLC
Date of birth: December 25, 1984
Term: Five years with effect from October 13, 2021

Period of Directorship: Since December 19, 2011

DIN: 05131571

Sandeep Kumar Barasia 49 Indian companies

Designation: Executive Director and Chief Business Officer 1. Creative Hortifarms —_Private
Limited

Address: C 77, 3" Floor, Panchsheel Enclave, Delhi 110017, 2. Mumtaz Hotels Limited

India 3. The Barasia Company Private

Limited
Occupation: Business
Foreign companies
Date of birth: September 22, 1972
1. Delhivery Corp Limited
Term: Five years with effect from October 13, 2021

 

258
 

Name, Designation, Address, Occupation, Date of Birth, ‘Age

Other Directorships

 

Term Period of Directorship and DIN (years)
Period of Directorship: Since July 1, 2015
DIN: 01432123
Kapil Bharati 44 Foreign companies
Designation: Executive Director and Chief Technology Officer 1. Delhivery Robotics LLC
Address: 295 DDA Flats, Gulmohar Enclave, Andrewsganj
S.O., South Delhi, Delhi 110049, India
Occupation: Business
Date of birth: May 11, 1978
Term: Five years with effect from October 13, 2021 and liable
to retire by rotation
Period of Directorship: Since August 19, 2021
DIN: 02227607
Donald Francis Colleran 66 Foreign companies
Designation: Non-Executive Nominee Director 1. East Group Properties
2. ABM Industries
Address: 1895 Hazelton Dr, Germantown, TN 38138-2658 3. Federal Express Corporation
United States of America 4. Federal Express International, Inc.
5. FedEx Corporate Services, Inc.
Occupation: President & CEO, FedEx Express 6. FedEx Customs —_ Brokerage
Corporation
Date of birth: January 6, 1956
Term: Liable to retire by rotation
Period of Directorship: Since December 24, 2021
DIN: 09431299
Munish Ravinder Varma 50 Indian companies
Designation: Non-Executive Nominee Director 1. SVF Investment Advisers (India)
Private Limited
Address: 36, Hamilton Terrace, St. John Wood, London, United
Kingdom Foreign companies
Occupation: Professional 1. OakNorth Holdings Limited
2. SVF India Holdings (UK) Limited
Date of birth: September 25, 1971 3. SVF Game (Cayman) Limited
4, SVE Investment Corp. 2
Term: Liable to retire by rotation
Period of Directorship: Since March 7, 2019
DIN: 02442753
Suvir Suren Sujan 50 Indian companies

Designation: Non-Executive Nominee Director

Address: 3/7 Shree Sadan, Carmichael Road, Mumbai 400026,
Maharashtra, India

Occupation: Professional

1. Nexus India Capital Advisors
Private Limited

Foreign companies

1. Quizizz Inc.

 

259
 

 

Name, Designation, Address, Occupation, Date of Birth, ‘Age e A
Term Period of Directorship and DIN (years) CS
Date of birth: September 20, 1971
Term: Liable to retire by rotation
Period of Directorship: Since September 9, 2014
DIN: 01173669
Kalpana Jaisingh Morparia 72 Indian companies
Designation: Non-Executive Independent Director 1. Dr. Reddy’s Laboratories Limited
2. Hindustan Unilever Limited
Address: A52, Ahuja Tower CHS, Rajabhau Desai Marg, 3. Generation India Foundation
Behind ICICI Prudential, Prabhadevi, Mumbai 400025 4, Foundation for Audit Quality
Maharashtra, India
Foreign companies
Occupation: Professional
1. Philip Morris International Inc.
Date of birth: May 30, 1949
Term: Five years with effect from October 13, 2021
Period of Directorship: Since October 13, 2021
DIN: 00046081
Romesh Sobti 72 Indian companies
Designation: Non-Executive Independent Director 1. Aditya Birla Capital Limited
2. Maple Infra Invit Investment
Address: 10 S/F, Paschim Marg, Vasant Vihar, New Delhi, Delhi Manager Private Limited
110057 India 3. Olive Bar & Kitchen Private
Limited
Occupation: Professional 4, Adani Green Energy Limited
Date of birth: March 24, 1950 Foreign companies
Term: Five years with effect from October 1, 2021 Nil
Period of Directorship: Since October 1, 2021
DIN: 00031034
Saugata Gupta 54 Indian companies
Designation: Non-Executive Independent Director 1. Marico Limited
2. Halite Personal Care India Private
Address: B-1002, Rustomjee Oriana, MIG Colony, Gandhi Limited
Nagar, Bandra East, Mumbai 400051 Maharashtra, India 3. Marico Innovation Foundation
4. Parachute Kalpavriksha Foundation
Occupation: Service 5. Ashok Leyland Limited
6. The Advertising Standards Council
Date of birth: August 10, 1967 of India
Term: Five years with effect from October 1, 2021 Foreign companies
Period of Directorship: Since October 1, 2021 1. Marico Bangladesh Limited
2. Marico South East Asia
DIN: 05251806 Corporation
3. Marico South Africa Consumer
Care (Pty) Limited
4, Marico Middle East FZE
Srivatsan Rajan 57 Indian companies

 

260
 

Name, Designation, Address, Occupation, Date of Birth, ‘Age

 

Term Period of Directorship and DIN (years) CS
Designation: Non-Executive Independent Director 1. Spoton Logistics Private Limited
Address: 1432 Great Heron Dr, Santa Rosa, CA 95409-4360 Foreign companies

United States of America

1. Vave Health Inc
Occupation: Professional 2. Capella Space Corp
Date of birth: June 12, 1964
Term: Five years with effect from October 1, 2021

Period of Directorship: Since March 1, 2016

DIN: 00754512

 

Arrangement or Understanding with major shareholders, customers, suppliers or others

Apart from (i) Munish Ravinder Varma, nominated to our Board by SVF Doorbell (Cayman) Ltd; (ii) Suvir Suren
Sujan nominated to our Board by jointly Nexus Ventures III Ltd. and Nexus Opportunity Fund Ltd. and (iii)
Donald Francis Colleran nominated to our Board by FedEx, none of our Directors have been appointed pursuant
to any arrangement or understanding with our major shareholders, customers, suppliers or others. For further
details, please see “History and Certain Corporate Matters — Shareholders’ agreement” on page 250.

Brief profiles of our Directors

Deepak Kapoor is the Chairman and Non-Executive Independent Director of our Company. He holds a
bachelor’s degree in commerce from the University of Delhi and was conferred a doctorate in philosophy by the
Amity University, Uttar Pradesh. He is a fellow member of the Institute of Chartered Accountants of India and
the Institute of Company Secretaries of India. He has been certified as a Fraud Examiner by the Association of
Certified Fraud Examiners. He was previously associated with PricewaterhouseCoopers Private Limited as
Chairman and Chief Executive Officer.

Sahil Barua is the Managing Director and Chief Executive Officer of our Company. He holds a bachelor’s degree
in mechanical engineering from the National Institute of Technology Karnataka, Surathkal and a post-graduate
diploma in management from the Indian Institute of Management Bangalore. He has previously been associated
with Bain & Company India Private Limited as Consultant.

Sandeep Kumar Barasia is an Executive Director and Chief Business Officer of our Company. He holds a
bachelor’s degree in commerce from the Bond University and a master’s degree in business administration from
the London Business School, University of London. He was previously associated with Bain & Company India
Private Limited as a Vice-President (Partner).

Kapil Bharati is an Executive Director and Chief Technology Officer of our Company. He holds a bachelor’s
degree in technology (mechanical engineering) from the Indian Institute of Technology Delhi. He has previously
served as Founder and Chief Technology Officer at Athena Information Solutions Private Limited and as Senior
Manager Technology at Sapient and Publicis Sapient.

Donald Francis Colleran is a Non-Executive Nominee Director of our Company as a nominee of FedEx. He
holds a Bachelor of Science in Administration degree from the University of New Hampshire. He presently holds
the position of President & CEO of FedEx Express and was previously the Executive Vice President, Chief Sales
Officer at FedEx Corporation.

Munish Ravinder Varma is a Non-Executive Nominee Director of our Company as a nominee of SVF Doorbell
(Cayman) Ltd. He has completed his master’s degree in business administration from the Cornell University. He
currently serves as Managing Partner at SoftBank Investment Advisers. He was previously associated with
Deutsche Bank AG.

261
b. Performance related pay and annual bonus: Performance incentive / annual bonus, based on performance
parameters as may be decided by our Nomination and Remuneration Committee/ Board; and

c. Additional benefits: gratuity, medical insurance and other perquisites/ benefits as per our Company’s
policy.

In Fiscal 2021, he received an aggregate compensation of %36.54 million (including 23.45 million accrued as
variable pay for the period between October 1, 2018 and December 31, 2019) from our Company. Further, for the
period between January 1, 2020 and March 31, 2021, %5.25 million accrued as variable pay, which was paid in
Fiscal 2022.

Kapil Bharati

Pursuant to a shareholders’ resolution dated October 15, 2021 and employment agreement dated October 13, 2021,
Kapil Bharati is entitled to the following remuneration and other employee benefits:

a. Fixed salary with merit based annual increments as may be approved by our Nomination and
Remuneration Committee/ Board in the range of 225.00 million per annum to 2100.00 million per annum.

b. Performance related pay and annual bonus: Performance incentive / annual bonus, based on performance
parameters as may be decided by our Nomination and Remuneration Committee/ Board; and

c. Additional benefits: gratuity, medical insurance and other perquisites/ benefits as per our Company’s
policy.

In Fiscal 2021, he received an aggregate compensation of %25.13 million (including 2.87 million accrued as
variable pay for the period between October 1, 2018 and December 31, 2019) from our Company. Further, for the
period between January 1, 2020 and March 31, 2021, 24.13 million accrued as variable pay, which was paid in
Fiscal 2022.

Remuneration to Non-Executive Directors and Independent Directors
Pursuant to resolutions passed by our Board on October 13, 2021, our Non-Executive Independent Directors are

each entitled to receive a fixed remuneration as approved by our Board as disclosed below:
(in million)

 

 

Name of our Director Fixed annual remuneration
Deepak Kapoor 7.50
Kalpana Jaisingh Morparia 6.50
Romesh Sobti 6.50
Saugata Gupta 6.50
Srivatsan Rajan 6.50

 

Further, our Non-Executive Directors are each entitled to receive a sitting fee of 20.10 million for attending each
meeting of our Board and the various committees of our Board.

None of our Non-Executive Directors were paid any sitting fees or compensation in Fiscal 2021, except as
disclosed below:
(in & million)

 

Name of our Director ‘Compensation paid
Deepak Kapoor 6.50
Srivatsan Rajan 6.50

 

 

Our Board of Directors has not finalized the discretionary compensation payable to our Directors for Fiscal 2022,
and therefore aggregate compensation for Fiscal 2022 is not available.

Bonus or profit sharing plan for the Directors
Our Company does not have any bonus or profit sharing plan for our Directors.
Shareholding of our Directors

Our Articles of Association do not require our Directors to hold any qualification shares.

263
Suvir Suren Sujan is a Non-Executive Nominee Director of our Company as a nominee of Nexus Ventures III
Ltd. and Nexus Opportunity Fund Ltd. He holds a bachelor’s degree of science in electrical engineering from the
University of Maryland, U.S.A. and a master’s degree in business administration from the Harvard University,
U.S.A. He was previously associated with the Boston Consulting Group as Consultant and with Baazee.com India
Private Limited as its Co-CEO and Director.

Kalpana Jaisingh Morparia is a Non-Executive Independent Director of our Company. She holds a bachelor’s
degree of science and a bachelor’s degree of law from the University of Bombay. She was previously associated
with J.P. Morgan India Private Limited as Managing Director and with ICICI Bank Limited as Joint Managing
Director.

Romesh Sobti is a Non-Executive Independent Director of our Company. He holds a bachelor’s degree in
electrical engineering from Jabalpur University and a diploma in corporate laws and secretarial practice from the
Indian Law Institute. He was previously associated with IndusInd Bank Limited as Managing Director and Chief
Executive Officer.

Saugata Gupta is a Non-Executive Independent Director of our Company. He holds a bachelor’s degree in
technology (honours) in chemical engineering from the Indian Institute of Technology Kharagpur and a post
graduate diploma in management from the Indian Institute of Management Bangalore. He is the Managing
Director and Chief Executive Officer of Marico Limited.

Srivatsan Rajan is a Non-Executive Independent Director of our Company. He holds a bachelor’s degree in
science from the Osmania University, Hyderabad, a post graduate diploma in management from the Indian
Institute of Management Calcutta and a master’s degree in business administration from the Wharton School,
University of Pennsylvania, U.S.A. He was previously associated with NIIT Limited as a Consultant and with
Digital Equipment (India) Limited, a subsidiary of Digital Equipment Corporation, USA, as Business
Development Manager, and as a Senior Partner with Bain & Company, Inc and was last chairman of their India
operations. He is currently a Partner with Cota Capital Management, LLC, a San Francisco based investment firm
that has a portfolio of investments in private and public enterprise technology companies.

Relationship between Directors and Key Managerial Personnel

None of our Directors are related to each other or to our Key Managerial Personnel.
Terms of Appointment of our Executive Directors

Sahil Barua

Pursuant to a shareholders’ resolution dated October 15, 2021 and employment agreement dated October 13, 2021,
Sahil Barua is entitled to the following remuneration and other employee benefits:

a. Fixed salary with merit based annual increments as may be approved by our Nomination and
Remuneration Committee/ Board in the range of 225.00 million per annum to 2100.00 million per annum;

b. Performance related pay and annual bonus: Performance incentive / annual bonus, based on performance
parameters as may be decided by our Nomination and Remuneration Committee/ Board; and

c. Additional benefits: gratuity, medical insurance and other perquisites/ benefits as per our Company’s
policy.

In Fiscal 2021, he received an aggregate compensation of 230.31 million (including 23.44 million accrued as
variable pay for the period between October 1, 2018 and December 31, 2019) from our Company. Further, for the
period between January 1, 2020 and March 31, 2021, 24.88 million accrued as variable pay, which was paid in
Fiscal 2022.

Sandeep Kumar Barasia

Pursuant to a shareholders’ resolution dated October 15, 2021 and employment agreement dated October 13, 2021,
Sandeep Kumar Barasia is entitled to the following remuneration and other employee benefits:

a. Fixed salary with merit based annual increments as may be approved by our Nomination and
Remuneration Committee/ Board in the range of 740.00 million per annum to 2120.00 million per annum.

262
Other than as disclosed under “Capital Structure — Notes to Capital Structure — Shareholding of our Directors
and Key Managerial Personnel in our Company” on page 140, none of our Directors hold any Equity Shares as
on the date of this Prospectus.

Service contracts with Directors

There are no service contracts entered into by our Directors with our Company or its Subsidiaries which provide
for benefits upon termination of employment.

Contingent and deferred compensation payable to Directors

There is no contingent or deferred compensation payable to our Directors, which does not form part of their
remuneration.

Remuneration paid or payable to our Directors from our Subsidiaries or Associates

None of our Directors has been paid any remuneration from our Subsidiaries or Associates, including any
contingent or deferred compensation accrued for Fiscal 2021.

Interest of Directors

Our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if
any, payable to them as well as sitting fees, if any, payable to them for attending meetings of our Board or
committees thereof and any commission payable to them. Our Directors may also be interested to the extent of
Equity Shares and stock options, if any, held by them or that may be subscribed by or allotted to the companies,
firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or
trustees pursuant to the Offer and any dividend and other distributions payable in respect of such Equity Shares.

Further, as on the date of this Prospectus, our Executive Director, Sandeep Kumar Barasia is interested to the
extent of loan availed from our Company aggregating to %51.40 million, out of which 25.00 million is
outstanding as on February 28, 2022.

No sum has been paid or agreed to be paid to our Directors or to firms or companies in which they may be
members, in cash or shares or otherwise by any person either to induce him/ her to become, or to qualify him/ her
as, a Director, or otherwise for services rendered by him/ her or by such firm or company, in connection with the
promotion or formation of our Company.

Interest in land and property

Our Directors are not interested in any property acquired or proposed to be acquired by our Company.

Interest in promotion or formation of our Company

None of our Directors have any interest in the promotion or formation of our Company as on the date of this
Prospectus.

Business interest

Except as stated in “Other Financial Information — Related Party Transactions” on page 512, our Directors do
not have any other business interest in our Company.

Directorships of Directors in listed companies
None of our Directors are, or for the five years prior to the date of this Prospectus, have been on the board of
directors of any listed company whose shares have been/ were suspended from being traded on any of the stock

exchanges, during his/ her tenure.

None of our Directors has been or is a director on the board of directors of any listed company which has been/
was delisted from any stock exchange(s), during his/ her tenure.

264
Changes in our Board during the last three years

The changes in our Board during the three years immediately preceding the date of this Prospectus are set forth

 

 

below:
Director Date of Reasons Reasons for resignation
change
Munish Ravinder March 7, Appointment as —_ non-executive NA
Varma 2019 additional director
‘Sumer Juneja March 7, Appointment as —_ non-executive NA
2019 additional director”)
Yanxiang Lu March 14, Appointment as _—_ non-executive NA
2019 additional director
Tang Bin March 14, Resignation as nominee director Resignation pursuant to change in the
2019 person nominated by the nominating
shareholder
Agus Tandiono November Appointment as_—_non-executive NA.
28, 2019 additional director
Sudhir November Resignation as nominee director Resignation pursuant to re-constitution
Narayankutty 28, 2019 of Board on account of additional
Variyar investment in our Company, and

Yanxiang Lu

Jiang Bo
Kapil Bharati
Anjali Bansal
Hanne
Breinbjerg

Sorensen
Romesh Sobti

Birgitte

Saugata Gupta
Deepak Kapoor
Srivatsan Rajan

Deep Verma

Jiang Bo

Neeraj Bharadwaj

Kalpana
Morparia
Gautam Sinha

Jaisingh

Sumer Juneja

Donald
Colleran
Agus Tandiono

Francis

June 4, 2020

June 25, 2020

August 19,
2021
September
16, 2021

October A.
2021

October 1,
2021
October 1,
2021
October 1,
2021
October 1,
2021
October 13,
2021

October 13,
2021

October 13,
2021

October 13,
2021
October 22,
2021

October 22,
2021

December 24,
2021
April 8, 2022

Resignation as nominee director

Appointment as non-executive
additional director“

Appointment as additional executive
director

Resignation as non-executive director

Resignation as non-executive director

Appointment as_—_ non-executive
additional director
Appointment as
additional director

Reappointed as additional director

non-executive

Reappointed as additional director

Resignation as nominee director

Resignation as nominee director

Resignation as nominee director

Appointment as_—_—non-executive
additional director

Resignation as nominee director

Resignation as nominee director

Appointment as _—_—non-executive
additional director

Resignation as non-executive director

amendment to the SHA
Resignation pursuant to change in the
person nominated by the nominating
shareholder

N.A.

N.A,

Resignation due to the proposed Offer
by our Company, and for related
compliance with applicable law
Resignation due to the proposed Offer
by our Company, and for related
compliance with applicable law

N.A.

N.A.
N.A,
N.A.

Resignation due to the proposed Offer
by our Company, and for related
compliance with applicable law
Resignation due to the proposed Offer
by our Company, and for related
compliance with applicable law
Resignation due to the proposed Offer
by our Company, and for related
compliance with applicable law
N.A.

Resignation due to the proposed Offer
by our Company, and for related
compliance with applicable law
Resignation due to the restructuring of
our Board resulting from the proposed
Offer by our Company

N.A.

Resignation due to personal reasons

 

© Does not include regularisation by our Shareholders or change in designation.
© Regularised as non-executive nominee directors pursuant to a resolution passed by our Shareholders on March 8, 2019.
© Regularised as non-executive nominee director pursuant to a resolution passed by our Shareholders on September 30, 2019.

265
 Regularised as non-executive nominee directors pursuant to resolutions passed by our Shareholders on September 30, 2020.
© Regularised as executive director pursuant to a resolution passed by our Shareholders on August 21, 2021.

‘© Regularised as non-executive independent directors pursuant to resolutions passed by our Shareholders on October 15, 2021.
© Regularised as non-executive nominee director pursuant to a resolution passed by our Shareholders on December 29, 2021.

Borrowing powers

Pursuant to our Articles of Association, our Board may from time to time, at its discretion, raise or borrow funds.
or any sums of money for and on behalf of our Company from our Shareholders or from other persons, companies
or banks, subject to applicable provisions of the Companies Act.

Corporate governance

As on the date of this Prospectus, we have 11 Directors on our Board, comprising 3 Executive Directors, 3 Non-
Executive Nominee Directors and 5 Non-Executive Independent Directors, including one woman Director.
Additionally, Srivatsan Rajan, Independent Director on our Board has also been appointed as an independent
director on the board of our Material Subsidiary, Spoton Logistics Private Limited. Our Company is in compliance
with the corporate governance norms prescribed under the SEBI Listing Regulations and the Companies Act in
relation to the composition of our Board and constitution of committees thereof.

Our Company undertakes to take all necessary steps to continue to comply with all the applicable requirements
of SEBI Listing Regulations and the Companies Act.

Board committees

Our Company has constituted the following committees of our Board in terms of the SEBI Listing Regulations
and the Companies Act:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(9) Stakeholders’ Relationship Committee;

(d) Corporate Social Responsibility Committee; and
(e) Risk Management Committee.

Audit Committee
The Audit Committee was reconstituted pursuant to a resolution passed by our Board at its meeting held on April
19, 2022. The Audit Committee is in compliance with Section 177 of the Companies Act and Regulation 18 of the
SEBI Listing Regulations. The Audit Committee currently consists of:

(a) Romesh Sobti, Non-Executive Independent Director (Chairperson);

(b) Srivatsan Rajan, Non-Executive Independent Director (Member); and

(c) Suvir Suren Sujan, Non-Executive Nominee Director (Member).
The Company Secretary shall act as the secretary to the Audit Committee.

Scope and terms of reference

The terms of reference of the Audit Committee shall include the following:

a) Oversight of financial reporting process and disclosure of financial information relating to the Company
to ensure that the financial statements are correct, sufficient and credible;

b) Recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment
of auditors of the Company and the fixation of the audit fee;

°) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d) Examining and reviewing, with the management, the annual financial statements and auditor’s report
thereon before submission to the Board for approval, with particular reference to:
i. Matters required to be included in the directors’ 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;
Changes, if any, in accounting policies and practices and reasons for the same;
Major accounting entries involving estimates based on the exercise of judgment by management;

 

266
e)
f)

3)
h)
i)
Dd
)
m)
n)
0)
P)
®
»

s)
0

u)

v)

w)

x)

y)

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions; and

vii. Modified opinion(s) in the draft audit report.

Reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;

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 utilised 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 or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;

Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;

Approval of any subsequent modifications of transactions of the Company with related parties and
omnibus approval for related party transactions proposed to be entered into by the Company, subject to
the conditions as may be prescribed;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the Company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the
internal control systems;

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;

Discussion with internal auditors on any significant findings and follow-up there on;

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;

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;

Looking 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;

Reviewing the functioning of the whistleblower mechanism;

Monitoring the end use of funds raised through public offers and related matters;

Overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee
directly hearing grievances of victimization of employees and directors, who used vigil mechanism to
report genuine concerns in appropriate and exceptional cases;

Approval of appointment of the chief financial officer (i-e., the whole-time finance Director or any other
person heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;

Reviewing the utilisation of loans and/ or advances from/ investment by the holding company in the
subsidiary exceeding 21,000 million or 10% of the asset size of the subsidiary, whichever is lower
including existing loans/ advances/ investments existing as on the date of coming into force of this
provision;

Considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders;

Reviewing the compliances of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended; and

Carrying out any other functions required to be carried out by the Audit Committee as may be decided
by the Board and/ or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any
other applicable law, as and when amended from time to time.

Powers of the Audit Committee

The Audit Committee shall have powers, including the following:

a)
b)
9)
qd)

To investigate any activity within its terms of reference;

To seek information from any employee;

To obtain outside legal or other professional advice; and

To secure attendance of outsiders with relevant expertise, if it considers necessary.

267
Reviewing Powers

The Audit Committee shall mandatorily review the following information:

a)
b)

o)
d)
e)
f)

Management’s discussion and analysis of financial condition and results of operations;

Statement of significant related party transactions (as defined by the Audit Committee), submitted by the

management;

Management letters/ letters of internal control weaknesses issued by the statutory auditors;

Internal audit reports relating to internal control weaknesses; and

The appointment, removal and terms of remuneration of the chief internal auditor; and

Statement of deviations in terms of the SEBI Listing Regulations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of the SEBI Listing Regulations; and

b. annual statement of funds utilised for purposes other than those stated in the offer document/
prospectus/ notice in terms of the SEBI Listing Regulations.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was reconstituted pursuant to a resolution passed by our Board at
its meeting held on October 13, 2021. The Nomination and Remuneration Committee is in compliance with
Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The Nomination and
Remuneration Committee currently consists of:

(a)
(b)
(©)
@

Kalpana Jaisingh Morparia, Non-Executive Independent Director (Chairperson);
Deepak Kapoor, Chairman, Non-Executive Independent Director (Member);
Saugata Gupta, Non-Executive Independent Director (Member); and

Suvir Suren Sujan, Non-Executive Nominee Director (Member).

Scope and terms of reference

The terms of reference of the Nomination and Remuneration Committee shall include the following:

a)

b)

co)
qd)
e)
)

8)

Formulation of 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;

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 Committee may:

i. use the services of an external agencies, if required;

consider candidates from a wide range of backgrounds, having due regard to diversity; and

iii. consider the time commitments of the candidates.

Formulating of criteria for evaluation of independent directors and the Board;

Devising a policy on Board diversity;

Identifying persons who qualify to become directors or who may be appointed in senior management in

accordance with the criteria laid down, and recommend to the Board their appointment and removal and

carrying out evaluation of every director’s performance (including independent director);

Whether to extend or continue the term of appointment of the independent directors, on the basis of the

report of performance evaluation of independent directors;

Recommend to the Board, all remuneration, in whatever form, payable to senior management;

The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should

ensure that:

i. The level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the Company successfully;

ii. relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

   

268
iii. remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate
to the working of the Company and its goals.

h) Perform such functions as are required to be performed by the Nomination and Remuneration Committee
under the SEBI (Share Based Employee Benefits) Regulations, 2014, including the following:

i. Administering the ESOP Schemes;

. Determining the eligibility of employees to participate under the ESOP Schemes;

iii. Granting options to eligible employees and determining the date of grant;

iv. Determining the number of options to be granted to an employee;

v. Determining the exercise price under the ESOP Schemes; and

vi. Construing and interpreting the ESOP Schemes and any agreements defining the rights and
obligations of the Company and eligible employees under the ESOP Schemes, and prescribing,
amending and/ or rescinding rules and regulations relating to the administration of the ESOP
Schemes.

i) Frame suitable policies and systems to ensure that there is no violation of securities laws, as amended
from time to time, including:

i. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended; and

ii. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
relating to the Securities Market) Regulations, 2003, as amended, by the trust, the Company and its
employees, as applicable.

dD Carrying out any other activities as may be delegated by the Board and functions required to be carried
out by the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the

SEBI Listing Regulations or any other applicable law, as and when amended from time to time.

 

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was constituted pursuant to a resolution passed by our Board at its
meeting held on October 13, 2021. The Stakeholders’ Relationship Committee is in compliance with Section 178
of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The Stakeholders’ Relationship
Committee currently consists of:

(a) Saugata Gupta, Non-Executive Independent Director (Chairperson);
(b) Srivatsan Rajan, Non-Executive Independent Director (Member); and
(c) Kapil Bharati, Executive Director and Chief Technology Officer (Member).

Scope and terms of reference

The terms of reference of the Stakeholders’ Relationship Committee shall include the following:

a) Considering and looking into various aspects of interest of shareholders, debenture holders and other
security holders;
b) Resolving the grievances of the security holders of the listed entity 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 etc.;

co) Giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares,
debentures or any other securities;

d) Issue of duplicate certificates and new certificates on split/ consolidation/ renewal, etc.;

e) Review of measures taken for effective exercise of voting rights by shareholders;

f) Review of adherence to the service standards adopted by the Company in respect of various services
being rendered by the Registrar & Share Transfer Agent;

g) Review of the various measures and initiatives taken by the Company for reducing the quantum of

unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices
by the shareholders of the Company; and

h) Carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee
as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from
time to time.

269
Management Organisation Structure

Board of Directors
Sahil Barua
Managing Director and Chief Executive
Officer
Sandeep Kumar Barasia Kapil Bharati
Executive Director and Chief Business Executive Director and Chief
Officer Technology Officer
Amit Agarwal Ajith Pai

Chief Financial Officer Chief Operating Officer

Pooja Gupta Suraj Saharan
Chief People Officer Head of New Ventures

Abhik Mitra
Chief Customer Experience Officer,
Delhivery Limited and the Managing
Director and Chief Executive Officer,
Spoton

*Reports to the Chief Financial Officer

Sunil Kumar Bansal*
Vice President, Corporate Affairs
(Company Secretary and Compliance
Officer)

Key Managerial Personnel

In addition to Sahil Barua, Sandeep Kumar Barasia, and Kapil Bharati, whose details are provided above in “—
Brief Profiles of our Directors”, the details of our other Key Managerial Personnel as on the date of this
Prospectus are set forth below.

Ajith Pai Mangalore is the Chief Operating Officer of our Company. He has been associated with our Company
since April 6, 2013. He holds a bachelor’s degree of engineering in mechanical engineering from the National
Institute of Technology Karnataka, Surathkal and a post-graduate diploma in management from the Indian
Institute of Management Bangalore. He was previously associated with the Lodha Group as Associate Vice
President - Procurement. In Fiscal 2021, he received an aggregate compensation of 324.79 million (including
22.54 million accrued as variable pay for the period between October 1, 2018 and December 31, 2019) from our
Company. Further, for the period between January 1, 2020 and March 31, 2021, 24.13 million accrued as variable
pay, which was paid in Fiscal 2022.

Amit Agarwal is the Chief Financial Officer of our Company. He has been associated with our Company since
August 4, 2012. He holds a master’s degree (five year integrated programme) in science (chemistry) from the
Indian Institute of Technology Kanpur. He was previously associated with Inductis India Private Limited and
Insight Guru Inc. In Fiscal 2021, he received an aggregate compensation of 213.79 million (including 21.66
million accrued as variable pay for the period between October 1, 2018 and December 31, 2019) from our
Company. Further, for the period between January 1, 2020 and March 31, 2021, %2.50 million accrued as variable
pay, which was paid in Fiscal 2022.

Pooja Gupta is the Chief People Officer of our Company. She has been associated with our Company since April
1, 2021. She holds a bachelor’s degree in arts from the Bangalore University and a post graduate diploma in
personnel management and industrial relations from XLRI, Jamshedpur. She was previously associated with SAP
Labs India Private Limited, Myntra Designs Private Limited and Kalaari Capital Advisors Private Limited. Since

271
Corporate Social Responsibility Committee

Our Corporate Social Responsibility Committee was reconstituted pursuant to a resolution approved by our Board
on October 13, 2021. The Corporate Social Responsibility Committee is in compliance with Section 135 of the
Companies Act. The Corporate Social Responsibility Committee currently consists of:

a) Kalpana Jaisingh Morparia, Non-Executive Independent Director (Chairperson);
b) Sandeep Kumar Barasia, Executive Director and Chief Business Officer (Member); and
c) Sahil Barua, Managing Director and Chief Executive Officer (Member).

The Corporate Social Responsibility Committee is authorised to perform the following functions:

a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act 2013;

b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a);

co) Monitor the corporate social responsibility policy of the Company and its implementation from time to
time;

d) Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval

of the Board or as may be directed by the Board from time to time and/ or as may be required under
applicable law, as and when amended from time to time.

Risk Management Committee
Our Risk Management Committee was constituted pursuant to a resolution approved by our Board on October

13, 2021. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing Regulations.
The Risk Management Committee currently consists of:

a) Srivatsan Rajan, Non-Executive Independent Director (Chairperson);

b) Romesh Sobti, Non-Executive Independent Director (Member);

°) Kapil Bharati, Executive Officer and Chief Technology Officer (Member); and
d) Ajith Pai Mangalore, Chief Operating Officer (Member).

The Risk Management Committee is authorised to perform the following functions:

a) Formulation of a detailed risk management policy which shall include: (a) a framework for identification
of internal and external risks specifically faced by the 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; (b) measures for risk
mitigation including systems and processes for internal control of identified risks; and (c) business
continuity plan;

b) Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;

co) Monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;

d) Periodically review the risk management policy, at least once in two years, including by considering the

changing industry dynamics and evolving complexity, and recommend for any amendment or
modification thereof, as necessary;

e) Keep the Board of the Company informed about the nature and content of its discussions,
recommendations and actions to be taken;

f) Review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any);

g) To implement and monitor policies and/ or processes for ensuring cyber security; and

h) Any other similar or other functions as may be laid down by Board from time to time and/ or as may be
required under applicable law, as and when amended from time to time, including the SEBI Listing
Regulations.

270
Pooja Gupta joined our Company on April 1, 2021, she did not receive any compensation from our Company in
Fiscal 2021.

Sunil Kumar Bansal is the Vice President - Corporate Affairs, Company Secretary and Compliance Officer of
our Company. He has been associated with our Company since August 23, 2021. He is a Member of the Institute
of Cost and Works Accountants of India and is also a Fellow Member of the Institute of Company Secretaries of
India. He was previously associated with Sneha Kinetic Power Projects Private Limited, IDEB Projects Private
Limited, SKS Microfinance Limited, LML Limited, GMR Infrastructure Limited and Global Health Limited.
Since Sunil Kumar Bansal joined our Company on August 23, 2021, he did not receive any compensation from
our Company in Fiscal 2021.

Suraj Saharan is the Head of New Ventures of our Company. He has been associated with our Company since
December 20, 2011. He holds a bachelor’s degree in technology from the Indian Institute of Technology, Bombay.
He was previously associated with Bain & Company India Private Limited and ICICI Lombard Insurance
Company Limited. Since Suraj Saharan was on a sabbatical leave in Fiscal 2021, he did not receive any
compensation from our Company for Fiscal 2021. However, he received 21.25 million accrued as variable pay
for the period between October 1, 2018 and December 31, 2019, which was paid from our Company in Fiscal
2021.

Abhik Mitra is the Chief Customer Experience Officer of our Company and the Managing Director and Chief
Executive Officer of our Material Subsidiary. He has been associated with our Material Subsidiary since April 1,
2012. He holds a bachelor’s degree in technology (chemical engineering) from the Benaras Hindu University,
Varanasi. He was previously associated with TNT India Private Limited, RPG Enterprises Limited and Hindustan
Unilever Limited. In Fiscal 2021, he received an aggregate compensation of 219.06 million from our Material
Subsidiary.

Our Board of Directors has not finalized the discretionary compensation payable to our Key Managerial Personnel
for Fiscal 2022, and therefore aggregate compensation for Fiscal 2022 is not available.

Contingent or deferred compensation
No contingent or deferred compensation is payable to any of our Key Managerial Personnel for Fiscal 2021.
Status of Key Managerial Personnel

Except for Abhik Mitra, who is a permanent employee of our Material Subsidiary, all our Key Managerial
Personnel are permanent employees of our Company.

Relationship amongst Key Managerial Personnel
None of our Key Managerial Personnel have any family relationship with each other.
Bonus or profit sharing plan for the Key Managerial Personnel

There is no profit sharing plan for the Key Managerial Personnel. Except for the Executive Directors, who are
entitled to performance incentive/ bonus as approved by our Nomination and Remuneration Committee/ Board,
and Abhik Mitra, our Company makes annual variable payments to the Key Managerial Personnel, as part of the
variable pay component of their remuneration, in accordance with their terms of appointment. In accordance with
the terms of acquisition of Spoton by our Company, Abhik Mitra is entitled to a one-time deferred bonus of 745.21
million which shall be payable to him upon the expiry of two years from August 24, 2021, subject to: (i) him not
having breached any agreements executed with our Company and/ or Spoton, and (ii) adjustments, if any, for
payments required to be made by him to our Company or Spoton.

Shareholding of Key Managerial Personnel
Other than as provided under “Capital Structure — Shareholding of our Directors and Key Managerial

Personnel in our Company” on page 140, none of our Key Managerial Personnel hold Equity Shares as on the
date of this Prospectus.

272
Attrition of Key Managerial Personnel

The attrition of Key Managerial Personnel is not high in our Company compared to the industry. In Fiscal 2020
and Fiscal 2022, we had no attrition of Key Managerial Personnel. Further, in Fiscal 2021, one Key Managerial
Personnel resigned from our Company.

Service Contracts with Key Managerial Personnel

Our Key Managerial Personnel are governed by the terms of their appointment letters/ employment contracts and
have not entered into any other service contracts with our Company. Except as stated below in respect of Abhik
Mitra, no officer of our Company is entitled to any benefit upon termination of employment or superannuation,
other than statutory benefits.

Pursuant to the terms of the agreement dated September 2, 2021 executed among our Company, Spoton and Abhik
Mitra, in the event that Abhik Mitra ceases to be an employee of our Company or Spoton (i) at any time prior to
one year from August 24, 2021, Abhik Mitra shall receive a gross amount equal to 798.05 million on the date of
cessation of employment, from our Company, or (ii) at any time after one year but prior to two years from August
24, 2021, Abhik Mitra shall receive a gross amount equal to 249.03 million on the date of cessation of
employment, by our Company.

Interest of Key Managerial Personnel

Other than as provided in “Our Management — Interest of Directors” and to the extent of the remuneration,
benefits, interest of receiving dividends on the Equity Shares held by them, if any, reimbursement of expenses
incurred in the ordinary course of business, our Key Managerial Personnel may be interested to the extent of
employee stock options that may be granted to them from time to time under the ESOP Schemes and other
employee stock option schemes formulated by our Company from time to time.

The details of the shareholding of our Key Managerial Personnel and the ESOPs granted to our Key Managerial
Personnel, outstanding as on the date of this Prospectus, are set out below:

 

 

 

 

 

 

 

 

 

 

 

 

Name No. of Equity Shares Granted Options Vested Options as __% of pre-
(Not vested as on on the date of this Offer
the date of this Prospectus equity
Prospectus) share
capital

(%)*
Sahil Barua 13,407,798 8,668,000 Nil 2.08%
Suraj Saharan 10,994,300 758,000 Nil 1.71%
Kapil Bharati 6,694,800 1,892,800 Nil 1.04%
Ajith Pai Mangalore 5,172,600 1,393,100 81,200 0.80%
Sandeep Kumar 98,800

Barasia 4,762,700 1,463,300 0.74%
Amit Agarwal 3,041,550 1,161,600 Nil 0.47%
Srivatsan Rajan 155,000 © Nil Nil 0.02%
Deepak Kapoor 100,000 ® Nil Nil 0.02%
Pooja Gupta Nil 900,000 50,000 0.00%
Abhik Mitra Nil 669,700 Nil 0.00%
Sunil Kumar Bansal Nil 25,000 Nil 0.00%

“The percentage is calculated against the total share capital of our Company, including vested ESOPS.
(1) 27,400 Equity Shares are held jointly with Leena Chawla
(2) Held jointly with Sarita Kapoor

Arrangements and understanding with major shareholders, customers, suppliers or others

None of our Key Managerial Personnel have been appointed pursuant to any arrangement or understanding with
our major Shareholders, customers, suppliers or any other person.

Employee stock option schemes

For details of the ESOP Schemes implemented by our Company, see “Capital Structure — Employee Stock Option
Schemes” on page 144.

273
Changes in key managerial personnel during the last three years

The changes in our key managerial personnel during the three years immediately preceding the date of this

Prospectus are set forth below.

 

Name Date of change

Reason

Reasons for resignation

 

Deepak Manglani
Ajith Pai
Mangalore

Amit Agarwal

‘April 15, 2020
June 30, 2020

July 1, 2020

Kriti Gupta

Kriti Gupta

Vivek Kumar
Vivek Kumar

Sunil Kumar Bansal

August 22, 2020
June 18, 2021
June 19, 2021

September 17, 2021
September 17, 2021

Resignation as company secretary
Resignation as chief financial
officer

Appointment as Chief Financial
Officer

Appointment as company secretary
Resignation as company secretary
Appointment as company secretary
Resignation as company secretary
Appointment as Company
Secretary

*Continue to be employed with our Company as on date of this Prospectus

Payment or benefit to Key Managerial Personnel of our Company

Resigned for personal reasons
Change in designation*

N.A.

NA.

Change in designation*
NA.

Change in designation*
NA.

Except in respect of Abhik Mitra who was paid an amount of 242.27 million by Spoton, our Material Subsidiary,
in September 2021 in accordance with the terms of acquisition of Spoton by our Company, no amount or benefit
has been paid or given to any officer of our Company within the two years preceding the date of filing of this
Prospectus or is intended to be paid or given, other than in the ordinary course of their employment.

274
GROUP COMPANY

As per the SEBI ICDR Regulations and the applicable accounting standards, for the purposes of identification of
group companies, our Company has considered companies (other than our Subsidiaries) with which there were
related party transactions as per Ind AS 24 as disclosed in the Restated Financial Statements and such other
companies considered material for the purposes of disclosure as a group company in connection with the Offer,
as identified in accordance with the Materiality Policy.

Accordingly, in terms of the Materiality Policy adopted by our Board on October 13, 2021, our Board has
identified Leucon Technology Private Limited as a Group Company of our Company.

In accordance with the SEBI ICDR Regulations, certain financial information in relation to our Group Company
for the preceding three financial years, extracted from its audited financial statements (as applicable) is available
at the website indicated below. This is referred to as the “Group Company Financial Information”.

Our Company is providing the link to such website solely to comply with the requirements specified under the
SEBI ICDR Regulations.

1. Leucon Technology Private Limited
Registered office address

2" Floor, Unit B 205, Supreme Business Park, Hiranandani Garden, Behind Lake Castle, Powai, Mumbai 400076
Maharashtra, India

Information with respect to (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after tax; (iv) earnings
per share; (v) diluted earnings per share; and (vi) net asset value, based on the audited statements of our Group
Company for the preceding three financial years shall be hosted at https://www.delhivery.com/investor-relations/.

Confirmations
Common pursuits

As on the date of this Prospectus, our Group Company is engaged in the business of providing technology
solutions and services in various fields including transportation by various modes and with the use of IT and its
applications.

Related business transactions

Except as set forth in “Other Financial Information - Related Party Transactions” on page 512, there are no
related business transactions with our Group Company.

Business interests

Except as set forth in “Other Financial Information - Related Party Transactions” on page 512, our Group
Company does not have any business interest in our Company.

Litigation

As on date of this Prospectus, our Group Company is not a party to any pending litigation which might have a
material impact on our Company.

276
OUR PRINCIPAL SHAREHOLDERS

Our Company is a professionally managed company and does not have an identifiable promoter in terms of SEBI
ICDR Regulations and the Companies Act. Consequently, there are no members forming part of the ‘promoter
group’ in terms of the SEBI ICDR Regulations.

Principal Shareholders

1.

Shareholders who control 15% or more of the voting rights in our Company

As on the date of this Prospectus, except for SVF Doorbell (Cayman) Ltd, no other Shareholder controls 15%
or more of the voting rights in our Company on a fully diluted basis. For further details, 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’ agreement’ on pages 140 and 250, respectively.

Persons who have the right to appoint director(s) on our Board

Pursuant to the terms of the SHA, read with the Amendment Agreement and the Waiver Letter, till the listing
and trading of the Equity Shares of the Company on BSE and NSE or the Long Stop Date (as defined below),
whichever is earlier, each of (i) (a) Canada Pension Plan Investment Board, and (b) jointly, Nexus Ventures
III, Ltd. and Nexus Opportunity Fund Ltd., at each of their sole discretion, have the right to appoint one non-
executive, non-independent Director on our Board, (ii) SVF Doorbell (Cayman) Ltd has the right to appoint
two non-executive, non-independent Directors on our Board, at its sole discretion, however, pursuant to the
Waiver Letter (effective until the earlier of the listing and trading of the Equity Shares of the Company on
BSE and NSE or the Long Stop Date), SVF Doorbell (Cayman) Ltd shall exercise its right to appoint only
one non-executive, non-independent director, and shall not exercise its right to appoint a second nominee
director, and (iii) FedEx Express has the right to nominate a non-executive, non-independent Director on our
Board. The Amendment Agreement and the Waiver Letter will stand automatically terminated on the Long
Stop date, i.e. the earlier of: (i) November 1, 2022, in the event that the Equity Shares are not listed on the
BSE and the NSE by such date, and/or (ii) the date on which the Board, or a committee thereof, decides not
to undertake the Offer, and/or (iii) November 30, 2021, in the event that our Company has not filed a draft
red herring prospectus in relation to the Offer with SEBI, the BSE and the NSE by such date, and the SHA
(as existing prior to execution of the Amendment Agreement) shall immediately and automatically stand
reinstated, with full and force, as it stood prior to the Amendment Agreement.

Further, in terms of Part A of our Articles of Association, which will become effective automatically upon
the commencement of listing and trading of our Company’s Equity Shares on the Stock Exchanges, subject
to approval of the Shareholders of our Company by way of a special resolution in the first general meeting
convened after the listing of Equity Shares of our Company on the BSE and the NSE pursuant to the Offer
(i) the Board shall at all times consist of not more than 3 (three) directors from the Management Team (defined
below) of our Company (the “Management Team Directors”), as nominated by the nomination and
remuneration committee (“NRC”) of the Board, provided that such director shall be a member of the
Management Team as of the date of the appointment and shall continue to be a member of the Management
Team during the term of their directorship. “Management Team” herein means (a) each of the founders of
our Company, being Sahil Barua, Suraj Saharan and Kapil Bharati, severally and not jointly, until such
founder is in the employment of our Company and/ or its Subsidiaries in senior executive capacities; and/
or (b) such other “key managerial personnel” of our Company as may be determined by the NRC from time
to time and shall include the “key managerial personnel” of our Company identified in the offer documents,
and (ii) SVF Doorbell (Cayman) Ltd shall be entitled to nominate one director on the Board, who shall be
deemed to be a non-independent director for the purposes of our Company’s Board, for as long as SVF
Doorbell (Cayman) Ltd and/or its affiliates continue to hold at least 10% of our Company’s issued and
outstanding paid-up share capital on a fully diluted basis. For details, see “History and Certain Corporate
Matters — Shareholders’ agreement”, “Our Management” and “Main Provisions of the Articles of
Association” on pages 250, 258 and 611 respectively.

275
DIVIDEND POLICY

The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, subject to the provisions of the Articles of Association and the
applicable laws including the Companies Act read with the rules notified thereunder, each as amended, together
with the applicable rules issued thereunder. We may retain all our future earnings, if any, for purposes to be
decided by our Company, subject to compliance with the provisions of the Companies Act. The quantum of
dividend, if any, will depend on a number of factors, including but not limited to profits earned and available for
distribution during the relevant fiscal year, accumulated reserves including retained earnings, expected future
capital/ expenditure requirements, organic growth plans/ expansions, proposed long-term investment, capital
restructuring, debt reduction, crystallization of contingent liabilities, cash flows and current and projected cash
balance, and external factors, including but not limited to the macro-economic environment, regulatory changes,
technological changes and other factors like statutory and contractual restrictions.

Our Company has adopted a formal policy on dividend distribution pursuant to a resolution of our Board dated
October 13, 2021. In accordance with our dividend policy, our Board shall recommend/declare dividend as per
the provisions of the Companies Act. Interim dividend shall be paid on declaration of the same by our Board and
the final dividend will be paid on the approval of shareholders at an annual general meeting. Our Company has
not declared any dividends in the last three Fiscals and the period from April 1, 2021 until the date of this
Prospectus. However, this is not necessarily indicative of any dividend declaration or the quantum of our
Company’s dividend, in the future. For details in relation to risks involved in this regard, see “Risk Factors - We
cannot assure payment of dividends on our Equity Shares in the future” on page 82.

277
SECTION V: FINANCIAL INFORMATION
RESTATED FINANCIAL STATEMENTS

(The remainder of this page is intentionally left blank)

278
Independent Auditors’ Examination Report on the Restated Consolidated Summary Statements of Assets
and Liabilities as at December 31, 2021, 2020, March 31, 2021, 2020 and 2019 and Restated Consolidated
Summary Statements of Profits and Losses (including other comprehensive income), Restated Consolidated
Summary Statement of Cash Flows and Restated Consolidated Summary Statement of Changes in Equity,
the Summary Statement of Significant Accounting Policies, and other explanatory information for the nine
month periods ended December 31, 2021, 2020 and each of the years ended March 31, 2021, 2020 and 2019
of Delhivery Limited (formerly known as ‘Delhivery Private Limited’’) (collectively, the “Restated
Consolidated Summary Statements”)

To

The Board of Directors

Delhivery Limited (formerly known as ‘Delhivery Private Limited’)
Plot 5, Sector 44,

Gurugram - 122002

Haryana, India

Dear Sirs:

1. We S.R. Batliboi & Associates LLP, Chartered Accountants (“we” or “us” or “SRBA”) have examined the
attached Restated Consolidated Summary Statements of Delhivery Limited (formerly known as ‘Delhivery
Private Limited’’) (“the Company”) and its subsidiaries (the Company, its subsidiaries together referred as
“the Group”) as at and for the nine month periods ended December 31, 2021, 2020 and each of the years
ended March 31, 2021, 2020 and 2019 annexed to this report and prepared by the Company for the purpose
of inclusion in the red herring prospectus and prospectus (“Offer Documents”) in connection with its
proposed initial public offer (‘IPO’) of equity shares of face value of Re. 1 each of the Company (“Equity
Shares”) comprising a fresh issue of Equity Shares and an offer for sale of Equity Shares held by the selling
shareholders (the “Offer”). The Restated Consolidated Summary Statements, which have been approved
by the Board of Directors of the Company, have been prepared in accordance with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act 2013 (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”), (the “Guidance Note”).

2. The preparation of the Restated Consolidated Summary Statements, which are to be included in the Offer
Documents is the responsibility of the Management of the Company. The Restated Consolidated Summary
Statements have been prepared by the management of the Company on the basis of preparation stated in
paragraph 2.1 of Annexure V to the Restated Consolidated Summary Statements. The Management's
responsibility includes designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Consolidated Summary Statements. The Management is also
responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and
Guidance Note.

3. We have examined such Restated Consolidated Summary Statements taking into consideration:

a) The terms of reference and terms of our engagement agreed with you vide our engagement letter
dated August 12, 2021, requesting us to carry out the assignment, in connection with the proposed
IPO of the Company;

b) The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics
issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on the verification of
evidence supporting the Restated Consolidated Summary Statements; and

d) The requirements of Section 26 of the Act and the ICDR Regulations.

279
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 IPO.

4, The Company proposes to make an initial public offer which comprises of fresh issue of its equity shares
of Re. 1 each and offer for sale by certain shareholders’ existing equity shares of Re 1 each at such premium
arrived at by the book building process (referred to as the ‘Issue’), as may be decided by the Company’s
Board of Directors.

5. These Restated Consolidated Summary Statements have been compiled by the management of the
Company from:

a. Audited interim consolidated Ind AS financial statements of the Group as at and for the nine months ended
December 31, 2021, 2020 which were prepared in accordance with Indian Accounting Standard 34
"Interim Financial Reporting", 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 (referred to as “Ind AS”), which have been approved by the Board of Directors at their meeting held
on 25 March, 2022.

b. Audited consolidated Ind AS financial statements of the Group as at and each of the years ended March
31, 2021, 2020 and 2019 which were prepared in accordance with the Indian Accounting Standard (referred
to as “Ind AS”) 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 meeting held on September 24, 2021, September 25,
2020 and September 27, 2019 respectively.

6. For the purpose of our examination, we have relied on:

a. Auditors’ report issued by us dated March 25, 2022 on the interim consolidated Ind AS financial
statements of the Group as at and for the nine-month periods ended December 31, 2021, 2020 as
referred to in paragraph 5 (a) above,

b. Auditors’ reports issued by us dated September 24, 2021, September 25, 2020 and September 27,
2019 on the consolidated Ind AS financial statements of the Group as at and for each of the years
ended March 31, 2021, 2020 and 2019 respectively as referred to in paragraph 5 (b) above.

Ti As indicated in our audit reports referred to in para 6 above:

a) We did not audit the financial statements of the certain entities for the nine month periods ended
December 31, 2021, 2020 and each of the years ended March 31, 2021, 2020 and 2019 respectively,
whose share of total assets, total revenues and net cash flows included in the Consolidated Ind AS
financial statements, for the relevant periods/years is tabulated below, which have been audited by other
auditors, and whose reports have been furnished to us by the Company’s management and our opinion
on the Consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures
included in respect of these components, is based solely on the reports of the other auditors.

 

 

 

 

 

 

 

S.No. | Name of Entity Relationship | Auditor Audited period
1 Delhivery Corp Limited, | Subsidiary
London, United Jain Adedhand For the period ended December
Kingdom ‘Associates, | 342 2021, December 31, 2020
a Delhivery USA LLG Subsidiary Chaterea and for the years ended March
3 Delhivery HK Pte Ltd Subsidiary NéeounitantS 31, 2021, March 31, 2020,
4 Skynet Logistics Private | Subsidiary March 31, 2019
Limited
5 Orion Supply Chain Subsidiary Jain Adesh and | For the period ended December
Private Limited Associates, 31, 2021, December 31, 2020
Chartered and for the years ended March
Accountants 31, 2021 and March 31, 2020

 

 

 

 

 

 

280
 

 

 

 

 

 

 

 

 

 

 

 

 

6 Delhivery Singapore Pte. | Subsidiary Jain Adesh and | For the period ended December
Ltd Associates, 31, 2021
Chartered
Accountants
7 Spoton Supply Chain Step Down Jain Adesh and | For the period ended December
Solutions Private Limited | Subsidiary Associates, 31, 2021
Chartered
Accountants
(Rs in Millions)
Particulars Asat/ forthe | Asat/forthe | Asat/for | Asat/forthe | As at/ for
nine-month nine-month the year ended the
period ended | period ended year March 31, year ended
December 31, December ended 2020 March 31,
2021 31, 2020 March 31, 2019
2021
No. of entities 7 5 5 5 4
Total assets 1,028.21 525.26 568.36 426.29 119.80
Total revenue 858.83 325.78 504.26 138.88 5.50
Net cash inflows/ 93.27 23.24 56.02 109.72 21.07
(outflows)

 

 

 

 

 

 

 

8. In respect of the entities mentioned in Paragraph 7 above, the other auditors as listed above have
examined the restated summary statements of the respective entities included in these Restated
Consolidated Summary Statements for the respective years and have confirmed that these restated
summary statements of the entities:

a. have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial years ended
March 31, 2021, 2020 and 2019 and nine month period ended December 31, 2020 to reflect
the same accounting treatment as per the accounting policies and grouping/classifications
followed as at and for the nine-month period ended December 31, 2021;

b. there are no qualifications in the auditors' reports on the audited financial statements of the
Company as at December 31, 2021, 2020, March 31, 2021, 2020 and 2019 and for the nine-
month periods ended December 31, 2021, 2020 and each of the years ended March 31, 2021,
2020 and 2019 which require any adjustments to the Restated Summary Statements. and

c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

9. 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 other auditors, we report that the Restated
Consolidated Summary Statements of the Group:

i. have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial years ended March
31, 2021, 2020 and 2019 and nine month period ended December 31, 2020 to reflect the same
accounting treatment as per the accounting policies and grouping/classifications followed as at
and for the nine-month period ended December 31, 2021;

ii. there are no qualifications in the auditors' reports on the audited consolidated Ind AS financial
statements of the Company as at December 31, 2021, 2020, March 31, 2021, 2020 and 2019 and
for the nine-month periods ended December 31, 2021, 2020 and each of the years ended March
31, 2021, 2020 and 2019 which require any adjustments to the Restated Consolidated Summary

Statements.

iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

281

 
iv.

10.

11.

12.

13.

14.

Our audit report for the Group dated March 25, 2022 on the audited interim consolidated Ind AS
financial statements of the Group as at and for the nine-month period ended December 31, 2021
included an emphasis of matter as reproduced below:

We draw attention to Note 36(d) to the Interim consolidated Ind AS financial statements for the
nine-month period ended December 31, 2021 regarding the Scheme of Arrangement (‘the
Scheme’) for amalgamation of Vankatesh Pharma Private Limited (‘the transferor Company’) and
Spoton Logistics Private Limited (‘the Transferee Company’), which has been described in the
aforesaid note. The Scheme has been approved by the NCLT vide its order dated 27 November
2019 with an appointed date of 30 August 2018 and a certified copy has been filed by the
Company with the Registrar of Companies, Gujarat, on 10 January 2020. We further draw
attention to the fact that in accordance with the Scheme approved by the NCLT, the Company
continues to amortise Goodwill over a period of 5 years in the Interim consolidated Ind AS
financial statements, which overrides the relevant requirement of Ind AS 103 ‘Business
Combinations’ and Ind AS 36 ‘Impairment of assets’ (according to which acquired Goodwill is
not permitted to be amortised and is required to be tested annually for impairment). The financial
impact of the aforesaid treatment has been disclosed in the Note 36(d) to the Interim consolidated
Ind AS financial statements.

We have not audited any financial statements of the Group as of any date or for any period subsequent
to December 31, 2021. Accordingly, we express no opinion on the financial position, results of
operations, cash flows and statement of changes in equity of the Group as of any date or for any period
subsequent to December 31, 2021.

The Restated Consolidated Summary Statements do not reflect the effects of events that occurred
subsequent to the audited financial statements mentioned in paragraph 6 above.

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, nor should this report be construed as a new opinion on any of the financial
statements referred to herein.

We have no responsibility to update our report for events and circumstances occurring after the date of
the report.

Our report is intended solely for use of the Board of Directors of the Company for inclusion in Offer
Documents to be filed with Securities and Exchange Board of India, National Stock Exchange of India
Limited, BSE Limited and Registrar of Companies, National Capital Territory of Delhi and Haryana at
New Delhi in connection with the proposed IPO. Our report should not be used, referred to, or distributed
for any other purpose. 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.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogesh Midha

Partner

Membership No: 094941

UDIN: 22094941 AGJKMB5623
Place: New Delhi

Date: 25 March, 2022

282
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure I - Restated Consolidated Summary Statement of Assets and Liabilities

(All amount in INR Millions unless otherwise stated)

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars ‘Annexure VIT ‘As at As at As at As at ‘As at
Notes 31 December 202131 December 2020 31 March 2021 31 March 2020 31 March 2019
Assets
Non-current assets
Property, plant and equipment 3 5,516.57 2,482.47 2,379.71 2,358.91 1,610.12
Right of use asset 38 8,487.29 8,027.33 7,828.04 4,781.14 2,975.12
Capital work in progress 3 647.71 940.83 767.55 267.22 8.80
Goodwill 4 13,861.48 186.40 186.48 186.40 163.80
Other intangible assets 4 4,074.08 108.41 139.55 113.80 130.62
Intangible assets under development 20.73 47.00 z 48.09 -
Financial assets
i) Investments 5 4,073.64 3,271.36 4,205.89 3,772.39 247.01
ii) Loans 10 S Z - - 27.32
iii) Other financial assets ul 2,626.79 1,914.49 886.62 5,253.76 2,036.03
Non-current tax assets (net) 12 1,388.59 1,367.17 1,231.69, 1,050.15 596.45
Other non-current assets 13 237.13 13.05 47.47 13.64 134,27
Total non- current assets 40,934.01 18,358.51 17,673.00 17,845.50 7,929.54
Current assets
Inventories 14 317.82 241.09 259.48 178.32 226.33
Financial assets
i) Investments 6 17,374.67 8,070.37 7,075.64 8,104.41 11,304.27
ii) Trade receivables 7 8,917.91 7,558.62 5,945.82 6,013.31 2,146.50
iii) Cash and cash equivalents 8 3,609.80 2,023.21 2,758.63 1,200.38 16,626.39
iv) Other bank balances 9 2 15.78 2,886.62 7.93
v) Loans 10 90.00 64.15 264.21 26.80 2.30
vi) Other financial assets cr 10,310.01 10,387.15 10,815.26 6,444.10 1,951.17
Other current assets 13 2,740.61 1,144.46 1,170.16 873.64 431.02
Total current assets 43,360.82 29,489.05 28,304.98 25,727.58 32,695.91
Total assets 84,294.83 47,847.56 45,977.98 43,573.08 40,625.45
Equity and liabilities
Equity
Equity share capital 15 (a) 216.68 16.24 16.33 9.75 9.58
Instruments entirely equity in nature 15 (a) 425.02 353.99 353.99 391.72 391.72
Other equity 15(b) 59,156.77 28,778.14 27,997.65 31,302.59 33,481.53
Total equity 59,798.47 29,148.37 28,367.97 31,704.06 33,862.83
Liabilities
Non-current liabilities
Financial Liabilities
Borrowin; 16 1,005.28 1,329.84 1,316.09 998.02 356.20
Lease liabilities 38 6,912.95 6,563.72 6,538.44 3,870.65 2,425.22
iii) Trade payables 7
a. total outstanding dues of micro enterprises and small enterprises = = - - -
b. total outstanding dues of creditors other than micro enterprises
and small enterprises - - < 1.10 24.75
Provisions 19 406.55 214.58 219.16 166.12 108.90
Deferred tax liabilities (net) 32 734.97 3 g - 3
Total non- current liabilities 9,059.75, 8,108.14 8,073.69 5,035.89 2,915.07
Current liabilities
Financial liabilities
i) Borrowings 16 2,702.53 2,064.74 1,697.34 1,570.13 579.97
ii) Lease liabilities 38 2,211.17 1,755.08 1,617.16 1,107.66 744.43
iii) Trade payables 7
a. total outstanding dues of micro enterprises and small enterprises 38.38 16.64 20.52 7.97 0.61
b. total outstanding dues of creditors other than micro enterprises 7,799.53 4,963.02 4,401.78 2,725.53 1,581.78
and small enterprises
iv) Other financial liabilities 18 1,450.02 1,353.33 1,305.75, 1,096.90 683.88
Provisions 19 192.49 118.33 121.67 103.62 67.50
Other current liabilities 20 1,042.49 318.71 370.90 220.08 169.38
Current tax liabilities (net) - 1.20 1.20 1.24 -
Total current liabilities 15,436.61 10,591.05, 9,536.32 6,833.13 3,827.55
Total liabilities 24,496.36 18,699.19 17,610.01 11,869.02 6,742.62
Total equity and liabilities 84,294.83 47,847.56 45,977.98 43,573.08 40,625.45
‘The above statement should be read with Annexure V, Annexure VI and Annexure VII to the restated consolidated summary statements.
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Delhivery Limited (formerly known as Delhivery Private Limited)
ICAI Firm registration number : 101049W/E300004
per Yogesh Midha Sandeep Kumar Barasia Sahil Barua
Whole Time Director and Managing Director and
Partner Chief Business Officer Chief Executive Officer

Membership no : 094941

Place: New Delhi
Date: March 25, 2022

DIN : 01432123

Amit Agarwal
Chief Financial Officer

 

Place: Gurugram
Date: March 25, 2022

283

DIN : 05131571

Sunil Kumar Bansal
Company Secretary
(ECS - 4810)

Place: Gurugram
Date: March 25, 2022
 

Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure II - Restated Consolidated Summary Statement of Profit and Loss

(All. amount in INR Millions unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Annexure VII Fortheninemonth  Fortheninemonth ‘For the yearended __‘Fortheyearended _For the year ended
Notes period ended period ended
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019

Income
Revenue from contract with customers 21 48,105.30 26,438.66 36,465.27 27,805.75 16,538.97
Other income 22 1,008.76 1,626.63 1,917.64 2,080.54 409.77
Total income (1) 49,114.06 28,065.29 38,382.91 29,886.29 16,948.74
Expenses
Freight, handling and servicing cost 23 34,786.36 20,257.07 27,780.82 21,837.96 12,506.83
Purchase of traded goods 24 1,750.22 79.73 102.08 57.69 -
Change in inventory of traded goods 25 (28.75) - : - -
Employee benefit expense 26 9,726.30 4,387.89 6,109.23 4,908.94 3,446.39
Fair value loss on financial liabilities at fair value through profit or loss 15 (a) (i) & 16 (v) 2,997.39 - 91.95 - 14,806.64
Finance costs 27 762.29 639.39 886.27 492.18 358.13
Depreciation and amortisation expense 28 3,881.75 2,545.81 3,546.20 2,555.91 1,700.05
Other expenses 29 4,225.95, 2,717.03, 3,610.49 2,721.63, 1,963.74
Total expenses (II) 58,101.51 30,626.92 42,127.04 32,574.31 34,781.78
Restated loss before exceptional item and tax (III= I - I) (8,987.45) (2,561.62) (3,744.13) (2,688.02) (17,833.04)
Exceptional items (IV) 30 - (413.30) (413.30) - :
Restated loss before tax (V= III+IV) (8,987.45) (2,974.92) (4,157.43) (2,688.02) (17,833.04)
Tax expense, comprising:
Current tax 32 100.49 - - 1.24 -
Deferred tax (credit) / charge 32 (176.55) : - :
Total tax expense (VI) (76.06) = - 1.24 :
Restated loss for the period / year (VII= V-VI) (8,911.39) (2,974.92) (4,157.43) (2,689.26) (17,833.04)
Other comprehensive income:
(a) Items that will not be reclassified to profit or loss in subsequent
periods:
(i) Re-measurement (loss) / gain on defined benefit plans 36 (24.33) 1.47 10.38 (7.62) (0.00)
(ii) Income tax relating to items that will not be re-classified to profit and loss (1.38) - - - :
Subtotal (a) (25.71) 1.47 10.38 (7.62) (0.00)
(b) Items that will be reclassified to profit or loss in subsequent periods:
(i) Exchange differences on translation of foreign operations (6.37) (14.69) (8.32) 17.27
(ii) Income tax relating to items that will be re-classified to profit and loss : - : - :
Subtotal (b) (6.37) (14.69) (8.32) 17.27 (459)
Restated other comprehensive (loss) / income for the period / year (a+b) (32.08) (13.22) 2.06 9.65 (4.59)
Restated total comprehensive loss for the period / year (8,943.47) (2,988.14) (4,155.37) (2,679.61) (17,837.63)
Restated loss per share
(not annualised for the nine months period ended 31 December 2021 and
31 December 2020)
- Basic loss per share (INR) 31 (15.36) (6.77) (8.05) (6.22) (47.22)
- Diluted loss per share (INR) 31 (15.36) (8.77) (8.05) (6.22) (47.22)
‘The above statement should be read with Annexure V, Annexure VI and Annexure VII to the restated consolidated summary statements.
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Delhivery
ICAI Firm registration number : 101049W/E300004
per Yogesh Midha Sandeep Kumar Barasia Sahil Barua

Whole Time Director and Managing Director and
Partner Chief Business Officer Chief Executive Officer

Membership no : 094941

Place: New Delhi
Date: March 25, 2022

DIN : 01432123

Amit Agarwal
Chief Financial Officer

Place: Gurugram
Date: March 25, 2022

284

DIN : 05131571

Sunil Kumar Bansal
Company Secretary
(FCS - 4810)

Place: Gurugram
Date: March 25, 2022
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure III - Restated Consolidated Summary Statement of Cash Flows
(All amount in INR Millions unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

Particulars For the nine month For the nine month For the year ended For the year ended For the year ended
period ended period ended

31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Operating activities
Restated loss before tax (8,987.45) (2,974.92) (4,157.43) (2,688.02) (17,833.04)
Adjustments to reconcile loss before tax to net cash flows:
Depreciation of property, plant and equipment 1,493.92 1,081.03 1,567.32 1,321.96 895.76
Amortization of intangible assets 699.25, 53.81 76.56 83.76 38.01
Depreciation of right of use assets 1,688.58 1,410.97 1,902.32 1,150.15 766.28
Allowances for doubtful debts 892.47 762.82 894.78 447.91 275.40
Bad debts written off 151 444 4.45, 11.06 36.10
Allowances for doubtful advances 7.64 41d 47.83 9.48 7.58
Provision for diminution in value of non - current investments - - - - 92.90
Provision for doubtful debts - 413.30 413.30 - -
Inventory written off - - - 75.62 -
Share based payment expense 2,168.41 420.72 723.12 488.05, 379.44
Interest expense 180.32 137.51 198.64 113.26 97.24
Interest on lease liabilities 574,39 498.43 683.05, 377.99 257.41
Stamp duty expense - (1.56) (2.58) (3.76) -
Fair value gain on investment at fair value through profit or loss (192.14) (385.24) (325.01) (133.50) (10.07)
Assets written off 2.05 - - 0.26 -
Interest income (452.34) (900.64) (4,150.36) (1,419.65) (319.32)
Interest income on unwinding of discount on security deposits paid (84.84) (84.91) (105.63) (39.80) (20.22)
Net gain on sale of current investments (151.98) (100.81) (100.81) (394.80) (24.74)
Exchange differences on translation of foreign operations - : : : (4.59)
Rent waiver on lease liabilities - (33.80) (33.80) - -
Gain on modification / termination of lease contracts (36.86) (79.26) (99.76) - (7.28)
Fair value loss on financial liabilities at fair value through profit or loss 2,997.39 - 91.95 : 14,806.64
Fair value loss on financial instruments at fair value through profit or loss - - - - 92.95
(Profit) / loss on disposals of property, plant and equipment (3.85) (2.11) (2.95) 8.08 (0.47)
Operating loss before working capital changes 796.47 260.92 624.69 (691.95) (474.05)
Movements in working capital :
Increase in inventories (58.34) (62.77) (81.17) (27.62) (56.74)
Increase in trade and other receivables (2,070.02) (2,725.92) (831.62) (4,356.46) (826.53)
Increase in financial assets (2,919.69) (1,386.81) (1,007.50) (2,238.76) (452.82)
(Increase) / decrease in other assets (1,489.59) (269.45) (303.01) (16.61) 61.66
(Increase) / decrease in loans (1,819.95) (37.38) (237.44) 25.00 5.81
Increase / (decrease) in trade payables 2,094.89 2,242.34 1,689.64 1,130.30 (375.55)
Increase / (decrease) in other liabilities 151.46 311.80 304.55 103.90 (139.32)
Increase in provisions 199.04 64.64 71.10 85.60 58.40
Cash (used in) / flow from operations (6,115.73) (1,602.63) 229.24 (6,886.60) (2,199.14)
Income taxes paid / (refund) (net) 24.76 (317.03) (181.55) (452.46) (227.70)
Net cash (used in ) / flow from operating activities (A) (6,090.97) (2,919.66) 47.69 (6,339.06) (2,426.84)
Investing activities
Purchase of property, plant & equipment (including other intangible assets, capital work in (3,825.74) (1,895.28) (2,509.39) (2,135.86) (1,565.90)
progress and capital advances)
Proceeds from property, plant & equipment (including other intangible assets) 40.15 7.10 23.71 0.26 -
Payment towards acquisition of business (net of cash & cash equivalents)
(refer note 34 (1) (a), (0), (@), (€)) (13,866.73) - (35.00) (36.31) (265.40)
Proceeds from sale of Investment in equity 155 - - - -
Proceeds from sale of financial assets - liquid mutual fund units, debt instruments 22,405.88 10,217.72 10,217.69 45,696.23 2,910.16
Asset acqusition through assets purchase agreement (refer nore 34 (2)) (1,885.86) : - - -
Payment to acquire financial assets- liquid mutual fund units, debt instruments (32,230.14) (9,196.59) (9,196.60) (45,493.49) (11,905.47)
Maturity of bank deposits (having original maturity of more than 12 months) including margin
money deposits 7,940.60 1,942.41 2,484.66 1,754.37 2,799.03
Investments in bank deposits (having original maturity of more than 12 months) including
margin money deposits (6,103.32) (947.51) (1,227.49) (7,185.57) (1,687.04)
Maturity / (investments) of bank deposits (having original maturity of more than 3 to 12 months) 15.78 2,886.62 2,870.84 (2,878.69) 0.94
Interest received 1,117.13 569.88 754.50 953.61 319.32,
Net cash (used in)/ flow from investing activities (B) (26,390.70) 3,584.35 3,382.92 (9,325.45) (9,394.36)
Financing activities
Proceeds from issuance of equity share capital (including stock option exercised) 8,456.04 11.73 98.25 14.68 -
Proceeds from issuance of instruments entirely equity in nature 25,501.56 - - - 28,900.96
Proceeds from issuance of compulsorily convertible preference shares 956.22 - 92.88 - -
(Repayment) / Proceeds from long term borrowings (1,382.79) 331.76 133.20 641.78 268.31
Interest paid (169.20) (131.57) (205.34) (108.69) (93.49)
Payment of interest portion of lease liabilities (574.39) (498.42) (683.05) (377.99) (257.41)
Payment of principal portion of lease liabilities (1,371.25) (1,049.97) (1,435.51) (921.44) (620.48)
Repayments of short term borrowings (1,697.24) (1,164.60) (500.00) (287.89) (319.76)
Proceeds from short term borrowings 2,118.56 2,064.59 1,032.58 872.68 706.08
Net cash flow from/ (used in) financing activities ( C) 31,837.51 (436.48) (1,466.99) (166.87) 28,584.21
Net (decrease) / increase in cash and cash equivalents (A+B+C) 355.86 1,228.20 1,963.62 (15,831.38) 16,763.01
Cash and cash equivalents at beginning of the period/ year 2,758.63 795.01 795.01 16,626.39 (136.62)
Cash and cash equivalents at end of the period/ year (refer note 8) 3,114.49 2,023.21 2,758.63 795.01 16,626.39

 

285
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure III - Restated Consolidated Summary Statement of Cash Flows

(All amount in INR Millions unless otherwise stated)

 

Particulars

For the nine month

For the nine month

For the year ended

For the year ended

For the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

period ended period ended
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Non-cash financing activi
Fair value loss on financial liabilities at fair value through profit or loss (refer note 16) 2,997.39 : 91.95 : 14,806.64
Gain on modification / termination of lease contracts (refer note 22) (36.86) (79.26) (99.76) - (7.28)
Rent waiver on lease liabilities (refer note 22) - (33.80) (33.80) : -
Non-cash investing activities
Portion of market based measure of Spoton share-based payments scheme attributable to pre-
combination service (refer note 34 (a)) 106.74 - - - -
Security Deposits (assets) (34,80) - - - -
Provision for termination benefit (Employee actuarial liability) 19.20 - - - -
Reconciliation of liabilities arising from financing activi
Particulars Asat Cash flows ‘Non cash changes Asat
01 April 2018 31 March 2019
Short term borrowings 193.65 386.32 - 579.97
Long term borrowings 87.90 268.30 - 356.20
Lease liabilities 2,083.44 (877.89) 1,964.10 3,169.65
Particulars As at Cash flows ‘Non cash changes ‘Asat
01 April 2019 31 March 2020
Short term borrowings 579.97 584.79 - 1,164.76
Long term borrowings 356.20 641.82 - 998.02
Lease liabilities 3,169.65 (1,299.43) 3,108.09 4,978.31
Particulars Asat Cash flows Non cash changes Asat
01 April 2020, 31 March 2021
Short term borrowings 1,164.76 532.58 - 1,697.34
Long term borrowings 998.02 133.23 - 1,131.25
Lease liabilities 4,978.31 (2,118.56) 5,295.85 8,155.60
Particulars As at Cash flows ‘Non cash changes ‘Asat
01 April 2020 31 December 2020
Short term borrowings 1,164.76 899.99 - 2,064.75
Long term borrowings 998.02 331.82 - 1,329.84
Lease liabilities 4,978.31 (1,548.39) 4,888.89 8,318.81
Particulars Asat Cash flows ‘Non cash changes Asat
01 April 2021 31 December 2021
Short term borrowings 1,697.34 421.31 583.88 2,702.53
Long term borrowings 1,131.25, (1,382.79) 1,256.82 1,005.28
Lease liabilities 8,155.60 (1,945.64) 2,914.16 9,124.12

The above statement should be read with Annexure V, Annexure VI and Annexure VII to the restated consolidated summary statements.

As per our report of even date attached

For S.R. Batliboi & Associates LLP
Chartered Accountants

ICAI Firm registration number : 101049W/E300004

per Yogesh Midha

Partner
Membership no : 094941

Place: New Delhi
Date: March 25, 2022

286

For and on behalf of the Board of Directors of
Delhivery Limited (formerly known as Delhivery Private Limited)

Sandeep Kumar Barasia
Whole Time Director and
Chief Business Officer

DIN : 01432123

Amit Agarwal
Chief Financial Officer

Place: Gurugram
Date: March 25, 2022

Sahil Barua

 

DIN : 05131571

Sunil Kumar Bansal
Company Secretary
(ECS - 4810)

Place: Gurugram
Date: March 25, 2022
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090D1.2011PL.C221234

Annexure IV - Restated Consolidated Summary Statement of Changes in Equity

(All amount in INR Millions unless otherwise stated)

a, Equity share capital

 

‘Asat

‘As at

‘Asat

Asat

‘Asat

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars 31. December 2021 31 December 2020 31 March 2021, 31 March 2020 31. March 2019
[Equity shares of INR I each (31 December 2020: INR 10 each, 31
[March 2021: INR 10 each, 31 March 2020: INR 10 each, 31 March
2029: INR 10 each) fully paid up Number Amount Number Amount Number | Amount Number Amount Number Amount
|At the beginning of the period / year 16,67,930 1633 9,74,952 975 9,74,952 9.75 9,58,395 958 9,568,595 358
|Add: Issued during the period / year 2,10,88,126 22.65 9,346 0.09 14,277 oa 16,557 0.7 z 2
|Add: Issued during the year (INR 1 paid up) : : : 38,701 0.04 : , 3
Add: Conversion of cumulative compulsorily convertible preference
shares (refer note 15) 1,16,103 1.16 6,40,000 6.40 6,40,000 6.40 2 : “
|Add: Bonus shares issued during the period 1,76,18,927 176.19 7 = S 2 ‘ : 3 .
Add: Amount called up during the period : 0.35 : g Z 2 s : : 3
|Add: Equity shares arising on shares split from INR 10 to INR 1 per share 17,61,89,315 Z _ ‘i : _ . 2 ; :
loutstanding at the end of the period / year # 21,6,80,400 216.68 16,24,298 1624 | __16,67,930 1633 9,74,952 75 9,508,395 3.58
Wrefernote 15 (a)
b. Instruments entirely equity in nature
() Cumulative Compulsorily Convertible Preference Shares (CCCPS)
Series A Series B Series © Series D Series DI
Particulars ® @ @ @ 6
Number ‘Amount Number ‘Amount Number [Amount Number ‘Amount Number ‘Amount
JAs at 01 April 2018 = ; = z : 7 7 : = =
[Adi Converted to instruments entirely equity in nature during the year
(refer note 15) 2,91,667 2.92 448,719 4487 478,434 47.84 53,581 65.36 48,531 4.85
Ada: Issued during the year : : - - - : - : - -
Less: Converted into equity during the year - 2 7 = - 2 = Z = v
JAs at 31 March 2019 2,91,667 292 448,719 44.87 478,434 a4 653,551 5.36 48531 285
|Add: Converted to instruments entirely equity in nature during the year
(refer note 15) - - - - - - - - - -
Add: Issued during the year é é : g Z 2 : : : 3
Less: Converted into equity during the year - 2 7 = - 2 z = *
JAs at 31 March 2020 291,667 x 448,719 a7 278A a E5555 5.56 B53 4285
|Add: Converted to instruments entirely equity in nature during the period
refer note 15) - - - - - - - - - -
Add: Issued during the period z é g 2 2 s : : 3
Less: Converted into equity during the period 291.667) 92) (231.157) @319| —aasa29| a3) - : (4,052) (0.40)
JAs at 31 December 2020 < 5 2,17,562 21.77 3,65,310 36.53 653,551 5.36 44,479 445
JAs at 01 April 2020 2,91,667 2.92 448,719 44.87 4,78,834 47.84 653,551 65.36 48,531 4.85
|Add: Converted to instruments entirely equity in nature during the year
refer note 15) : : : - - : - - - :
|Add: Issued during the year : : - - - - - : - -
Less: Converted into equity during the year 291,667) 92) 231,157) @319| aasa2a| a3) s (4052) (0.40)
JAs at 31 March 2021 : = 217,562 B77 3,65,310 36.53 E5555 65.56 44,479 446
|Add: Converted to instruments entirely equity in nature during the period
(refer note 15) - - - - - - - - - -
|Add: Issued during the period : : - - - - - : - -
Less: Converted into equity during the period : 7 3 : : “ _ : 2
lAs at 31 December 2021 : é 217,562 277 3,65,310 36.53 653,551 65.36 4.479 446,
Series E Series F Series H Series I Total
Particulars 6) @ @) @ (1243444546748)
Number ‘Amount Number ‘Amount Number [Amount Number ‘Amount
JAs at 01 April 2018 = 3 = : 2 7 = : z =
[Adi Converted to instruments entirely equity in nature during the year
(refer note 15) 8,01,139 80.11 = - 3 2 a s 27,22,041 245.95
Ada: Issued during the year : : 1457,694 145.77 - - - : 14,57,694 145.77
Less: Converted into equity during the year - s 7 = : 2 = Z = z
JAs at 31 March 2019 3,01,139 @0. 14,357,694 145.77 > 7 7 : 41,79,735 391.72
|Add: Converted to instruments entirely equity in nature during the year
(refer note 15) - - - - - - - - - -
Add: Issued during the year é é : g Z 2 : : : 3
Less: Converted into equity during the year - 2 7 = : 2 : z = *
JAs at 31 March 2020 801,139 0.11 14,357,698 145.77 7 : = = TOTES 391.72
|Add: Converted to instruments entirely equity in nature during the period
refer note 15) - - - - - - - - - -
Add: Issued during the period z é : g Z 2 s : : 3
Less: Converted into equity during the period - - : : : : : - (6.40,000) 7.73)
JAs at 31 December 2020 3,01,139, a0. 14,57,694 145.77 7 : = = 35,39,735 353.99
JAs at 01 April 2020 8,01,139 80.11 14,537,694 145.77 - 2 : < 41,79,735 391.72
|Add: Converted to instruments entirely equity in nature during the year
refer note 15) : : : - - : - - - :
|Add: Issued during the year : : - - - - - : - -
Less: Converted into equity during the year < : a 5 2 7 : : (6.40,000) (7.73)
JAs at 31 March 2021 801,139 0.11 14,57,698 145.77 3 = = a 35,39,735 353.99
|Add: Converted to instruments entirely equity in nature during the period
(refer note 15) - - - - - - - - - -
|Add: Issued during the period : : - - 563,349 36.33 1,46,961.00 1470 7,10,310 71.03
Less: Converted into equity during the period : 7 3 - 2 : 2 = - 2
lAs at 31 December 2021 3,01,139, a0. 14,57,604 145.77 563,349 36.33 746,961.00 Ta70 22,50,045 235.02

 

 

 

 

 

 

 

 

 

 

 

287

 
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure IV - Restated Consolidated Summary Statement of Changes in Equity
(All amount in INR Millions unless otherwise stated)

c. Other equity
For the nine month period ended 31 December 2021

 

Attributable to the equity holders of the parent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves and Surplus Items of OCI Feat
Share-based Securities ‘ ~_| Foreign Currency
- Retained earnings 3
Particulars payment reserve Premium translation reserve
[As at 01 April 2021 1,958.24 74,306.86 (48.279.41) 11.96 27,997.65
[Restated loss for the period (8,911.39) (8.91139)
Other comprehensive income
-Re-measurement losses on defined benefit plans = = (25.71) - 5.7)
-Exchange differences on translating the financial statement of foreign operations = = = (637) (637)
Total comprehensive loss = = (8,937.10) (637) (8,943.47)
Add: ESOPs exercised from Employee stock options outstanding (transferred INR|
1,523.61 Millions) from employee stock option outstanding : 1,787.24 - : 1,787.24
Add: Premium on issue of CCCPS = 25,599.70 = : 25,599.70
Add: Securities premium on equity issued during the period = 8,171.06 = : 8,171.06
Add Premium on conversion of preference share to equity share = 4,138.45 = : 4,138.45
Less: Bonus issued during the period = (176.19) - = (176.19)|
[Less: Transferred to securities premium on exercise of stock options (523.61) - = : 523.61)
[Less: Share issues Expenses : (169.17) - - (169.17)
Add: ESOP expense 106.70 : = = 106.70
Add: Share based payment expense 2,168.41 - - - 2,168.41
As at 31 December 2021 2,709.74 1,13,657.95 (67,216.51) 5.59 59,156.77
For the year ended 31 March 2021
‘Attributable to the equity holders of the parent
Reserves and Surplus Items of OCI rata
Share-based Securities . | Foreign Currency
: : Retained earnings <
Particulars payment reserve Premium translation reserve
[As at 01 April 2020 1,344.99 74,069.68 (44,132.36) 20.28 31,302.59
[Restated loss for the year - z (4,157.43) : (G.157.43)
Other comprehensive income
-Re-measurement gains on defined benefit plans ; : 10.38 : 10.38
-Exchange differences on translating the financial statement of foreign operations 7 Z : (8.32) (8.32)
[Total comprehensive loss s : (4,147.05) (8.32) (4,155.37)
Add: ESOPs exercised from Employee stock options outstanding (transferred INR 109.87
Millions) from employee stock option outstanding - 128.87 : : 128.87
Add: Premium on conversion of preference share to equity share 3 31.35 E : 31.35
Add: Securities premium on equity issued during the year : 77.36 : : 77.36
[Less: Transferred to securities premium on exercise of stock options (109.87) - - (109.87)|
Less: Share issues expenses - (0.40) : : (0.40)
Add: Share based payment expense 723.12, - : : 723.12
As at 31 March 2021 1,958.24 74,306.86 (48,279.41) 11.96 27,997.65
For the nine month period ended 31 December 2020
Attributable to the equity holders of the parent,
Reserves and Surplus Items of OCI Total
Share-based Securities ; |__| Foreign Currency
5 i" Retained earnings a
Particulars payment reserve Premium translation reserve
[As at 01 April 2020 1,344.99 74,069.68 (44,132.36) 20.28 31,302.59
[Restated loss for the period : : (2,974.92) : (2,974.92)
Other comprehensive income
agb 5 : 147 : 147
-Exchange differences on translating the financial statement of foreign operations E : s (14.69) (4.69)|
[Total comprehensive loss = = (2,973.45) (14.69) (2,988.14)
Add: ESOPs exercised from Employee stock options outstanding (transferred INR 68.76
Millions) from employee stock option outstanding : 80.79 : : 80.79
Add: Premium on conversion of preference share to equity share 7 31.35 : : 31.35
Add: Securities premium on equity issued during the period 5 : : =
[Less: Transferred to securities premium on exercise of stock options (68.76)| - E : (68.76)|
[Less: Share issues expenses : (040) : = (0.40)
Add: Share based payment expense 420.72 : : - 420.72
[As at 31 December 2020 1,696.95, 74,181.42 (47,105.81) 5.59 28,778.14

 

 

 

288

 
 

Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure IV - Restated Consolidated Summary Statement of Changes in Equity
(All amount in INR Millions unless otherwise stated)

For the year ended 31 March 2019 and 31 March 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to the equity holders of the parent
Reserves and Surplus Items of OCI
cs . Total
Share-based Securities , ___| Foreign Currency
a Retained earnings 7
payment reserve Premium translation reserve
Particulars
[As at 01 April 2018 586.88 929.24 (23,602.44) 7.60 (22,078.72)
[Restated loss for the year - - (17,833.04) : (17,833.04)
Other comprehensive income
-Re-measurement losses on defined benefit plans * - - (@.00) : (0.00)
-Exchange differences on translating the financial statement of foreign operations - : : (459) (459)
Total comprehensive loss - - (17,833.04) (459) (17,837.63)
Add: Securities premium on conversion of CCCPS from Financial Liability to Instruments
entirely equity in nature : 44,300.68 : : 44,300.68
[Add: Premium on issue of CCCPS - 28,755.19 E : 28,755.19
[Less: Share issue expense - (37.43) E : (7.43)
Add: Share based payment expense 379.44 : : : 379.44
[As at 31 March 2019 966.32 73,947.68 (41,435.48) 3.01 33,481.53
ind AS 116 transition adjustment
(Refer Annexure VI,) : : 244.56 : 244.56
[As at 1 April 2019 966.32 73,947.68 (41,190.92) 3.01 33,726.09
Restated loss for the year - : (2,689.26) E (2,689.26)
Other comprehensive income
-Re-measurement losses on defined benefit plans - : (7.62) : (7.62)
-Exchange differences on translating the financial statement of foreign operations E - 17.27 17.27
[Total comprehensive (loss) / income - - (2,696.88) 17.27 (2,679.61)
Add: ESOPs exercised from Employee stock options outstanding (transferred INR 109.38
Millions) from employee stock option outstanding : 123.85, : : 123.85,
Less: Share issues expenses - (85) - (2.85)
Add: Share based payment expense 488.05, - : : 488.05,
Less: Transferred to securities premium on exercise of stock options (109.38)| - - : (109.38)|
Less: Ind AS 116 adjustment - - (244.56) (244.56)
[As at 31 March 2020 1,344.99 74,069.68 (44,132.36) 20.28 31,302.59
* Value less than INR 1 Lakhs.
‘The above statement should be read with Annexure V, Annexure VI and Annexure VII to the restated consolidated summary statements.
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Delhivery Limited (formerly known as Delhivery Private Limited)
ICAI Firm registration number : 101049W/E300004
per Yogesh Midha Sandeep Kumar Barasia Sahil Barua
Whole Time Director and Managing Director and
— Chief Business Officer Chief Executive Officer

Membership no : 094941

Place: New Delhi
Date: March 25, 2022

DIN : 01432123 DIN : 05131571

Sunil Kumar Bansal
Company Secretary
(ECS - 4810)

Amit Agarwal
Chief Financial Officer

Place: Gurugram
Date: March 25, 2022

Place: Gurugram
Date: March 25, 2022

289

 
 

Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VI- Summary of Restatement Adjustments

(All amount in INR Millions unless otherwise stated)

Part A: Statement of restatement adjustments to audited consolidated Ind AS financial statements

Reconciliation between audited equity and restated equity

 

 

 

 

 

 

 

 

 

 

Particulars Note No. ‘As at ‘As at Asat Asat Asat Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019 01 April 2018
‘Equity (as per audited financial statements) 59,798.47 29,148.37 28,367.97 31,704.06 34,127.39 (21,928.94)
Adjustments
Change in accounting policies
(@ Ind AS 116- Leases Annexure VI, Part A, Note 1 = = = - (244.56) (140.28)
Total impact on adjustments = = = = (244.56) (140.28)
Total equity as per restated consolidated summary statement of assets and liabilities 59,798.47 29,148.37 28,367.97 31,704.06 33,882.83 (22,069.22)
Reconciliation between audited loss and restated loss
Particulars Note No. For the nine month Forthenine month  Fortheyearended For the year ended _For the year ended
period ended period ended 31 March 2021 31 March 2020 31 March 2019
31 December 2021 31 December 2020

Loss after tax (as per audited Consolidated Ind AS financial (8,911.39) (2,974.93) (4,157.43) (2,689.26) (17,728.77)
statements)
Restatement adjustments
‘A) Impact of Ind AS 116 Annexure VI, Part A, Note 1
Increase/(decrease) in total income

Gain on modification/ termination of leases contracts - - - - 7.28
(Increase)/decrease in total expenses

Depreciation of right-of-use assets - - - - (766.28)

Interest on lease liability - - - - (257.41)

Freight, handling and servicing cost - Rent - - = - 912.14
Total impact on adjustments = = = = (104.27)
Restated loss after tax for the period / year (8,911.39) (2,974.93) (4,157.43) (2,689.26) (17,833.04)

 

 

Notes to adjustments:

1) Ind AS 116 - Leases has been notified and effective for financial statements from 01 April 2019 which prescribes the accounting of the lease contracts entered in the capacity of the lessee and a lessor. The Group has applied Ind AS 116 for preparing
the audited consolidated Ind AS financial statements for the period beginning from 01 April 2019. For the purpose of preparing restated consolidated summary statements, Ind AS 116 has been applied retrospectively with effect from 01 April 2018 using
same accounting policy choices (transition options as per Ind AS 116) as adopted on 01 April 2019 for transition to Ind AS 116.

    

Effective 01 April 2018, the Group has taken the cumulative adjustment to retained earnings & Lease equalization Reserve, on the date of initial application. Consequently, the company recorded the lease liability at the present value of the lease
payments discounted at the incremental borrowing rate and the right to use asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but discounted at the lessee’s incremental borrowing rate at the date of
initial application,

Part B : Reconciliation of retained earnings as per audited consolidated Ind AS financial statements with total equity as per Restated Ind AS Summary Statements as at 31 March 2019

‘The Company has followed the same accounting policy choices (transition options as per Ind AS 116) as adopted on 01 April 2019 for transition to Ind AS 116, while preparing the restated consolidated summary Statements for each of the year ended 31
March 2020 and 31 March 2019. As specified in the Guidance Note, the equity balance computed under Restated Ind AS summary statements for the year ended 31 March 2019 and equity balance computed on transition (using modified retrospective
approach) to Ind AS 116 on 01 April 2019 differs due to restatement adjustments made for each of the year ended 31 March 2019. Accordingly, the closing equity balance as at 31 March 2019 of the restated consolidated summary statements has not
been carried forward to opening balance sheet as at 01 April 2019. The reconciliation of the same is as follows :

 

 

 

 

 

[Particulars Amount

Other equity

Retained earnings

Restated balance as at 31 March 2019 (41,435.48)
|Add: Adjustment on account of transition to Ind AS 116 244.56
|Balance as at April 01, 2019 as per audited consolidated Ind AS (41,190.92)|
financial statements for year ended 31 March 2020

 

 

Part C -Non adjusting events

Audit qualifications for the respective years, which do not require any adjustments in the restated consolidated summary statements are as follows:

a) Audit qualifications for the respective years, which do not require any adjustments in the restated consolidated summary statements are as follows:
1) There are no audit qualification in auditor's report for the nine month period ended 31 December 2021, 31 December 2020 and financial year ended 31 March 2021, 31 March 2020 and 31 March 2019

b) Emphasis of matter not requiring adjustment to restated consolidated summary statements:

1) Emphasis of matter for the nine month period ended 31 December 2021

‘we draw attention to Note 36 (d) to the Special Purpose Interim Consolidated Financial Statements for the nine month period ended 31 December 2021 regarding the Scheme of Arrangement (‘the Scheme’) for amalgamation of Venkatesh Pharma
Private Limited (‘the transferor Company’) and Spoton Logistics Private Limited (‘the Transferee Company’), which has been described in the aforesaid note, The Scheme has been approved by the NCLT vide its order dated 27 November 2019 with an
appointed date of 30 August 2018 and a certified copy has been filed by the Company with the Registrar of Companies, Gujarat, on 10 January 2020. We further draw attention to the fact that in accordance with the Scheme approved by the NCLT, the
Company continues to amortise Goodwill over a period of 5 years in the Special Purpose Interim Consolidated Financial Statements, which overrides the relevant requirement of Ind AS 103 ‘Business Combinations’ and Ind AS 36 ‘Impairment of assets’
(according to which acquired Goodwill is not permitted to be amortised and is required to be tested annually for impairment). The financial impact of the aforesaid treatment has been disclosed in the Note xx to the Special Purpose Interim Consolidated
Financial Statements.

2) There are no emphasis of matter in auditor's report for the nine month period ended 31 December 2020 and financial year ended 31 March 2021, 31 March 2020 and 31 March 2019 .

 

 

Part D: Material re-grouping

Appropriate re-groupings have been made in the restated consolidated summary statement of assets and liabilities, restated consolidated summary statement of profit and loss and restated consolidated summary statement of cash flows, wherever
required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with the accounting policies and classification as per the Ind AS financial information of the Group for the
period ended 31 December 2021 respectively prepared in accordance with amended Schedule III of Companies Act, 2013, requirements of Ind AS 1 and other applicable Ind AS principles and the requirements of the Securities and Exchange Board of
India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended.

     

         

 

290
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PTC221234
Annexure V- Significant Accounting Policies to the Restated Consolidated Summary Statements

1. Corporate Information

Delhivery Limited (formerly known as Delhivery Private Limited) (""Delhivery"" or ""the Company’
or ""the Parent Company'") together with its subsidiaries (including branches), (collectively referred to
as “the Group”) is engaged in the business of warehousing and last mile logistics and also involved in
designing and deploying logistics management systems, provide logistic and supply chain consulting /
advice, provide inbound / procurement support and other activities of similar nature.

The Company is incorporated and domiciled in India under the provisions of the Companies Act
applicable in India. The registered office of the Company is located at N24-N34, S24-S34, Air Cargo
Logistics Centre-II, Opposite Gate 6 Cargo Terminal, IGI Airport, New Delhi-110037. On 08 December
2015 the Registrar of Companies, Delhi has accorded their approval to change the name of the Company
from SSN Logistics Private Limited to Delhivery Private Limited

The Company has converted from Private Limited Company to Public Limited Company, pursuant to
a special resolution passed in the extraordinary general meeting of the shareholders of the Company
held on 29 September 2021 and consequently the name of the Company has changed to Delhivery
Limited pursuant to a fresh certificate of incorporation by the Registrar of Companies on 12 October
2021.

The Group’s restated consolidated summary statements for the nine month period ended 31 December
2021, 31 December 2020 and year ended 31 March 2021, 31 March 2020, and 31 March 2019 were
authorized by Board of Directors on 25 March, 2022.

2. Basis of Preparation of Restated Consolidated Summary Statements
2.1 Basis of preparation

“The Restated Consolidated Summary Statements of the Company and its Subsidiaries (together known
as the "Group") comprises of the Restated Consolidated Summary statement of Assets and Liabilities
as at 31 December 2021, 31 December 2020, 31 March 2021, 31 March 2020 and 31 March 2019, the
related Restated Consolidated Summary Statements of Profit and Loss (including Other Comprehensive
Income), the Restated Consolidated Summary Statements of Cash Flows, the Restated Consolidated
Summary Statements of Changes in Equity for the nine month period ended 31 December 2021, 31
December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019 and the Summary
of Significant Accounting Policies and explanatory notes (collectively, the ‘Restated Consolidated
Summary Statements’ or ‘Statements’).

The accounting policies have been consistently applied by the Group in preparation of the Restated
Consolidated Summary Statements.

These Statements have been prepared by the Management for the purpose of preparation of the restated
consolidated summary statements to be filed by the Company with the Securities and Exchange Board
of India (“SEBI”) in connection with its proposed initial public offering of equity shares of face value
of INR 1 each of the Company comprising a fresh issue of equity shares and an offer for sale of equity
shares held by the selling shareholders (collectively, the “Offering”)

These Restated Consolidated Summary Statements have been prepared to comply in all material
respects with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act"").

b) Relevant provisions of The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (“the SEBI ICDR Regulations”) issued by the Securities
and Exchange Board of India (‘SEBI') on September 11, 2018 as amended from time to time in
pursuance of the Securities and Exchange Board of India Act, 1992.

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c) Guidance note on Reports in Company Prospectuses (Revised 2019) (“Guidance Note”) issued by
the Institute of Chartered Accountants of India (“ICAI”)."

The Restated Consolidated Summary Statements has been compiled from the audited consolidated
financial statements of the Group for the nine month period ended 31 December 2021, 31 December
2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019 which have been prepared in
accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section
133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended from time
to time, other accounting principles generally accepted in India and presentation requirements of
Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable,
which have been approved by the Board of Directors at their meetings held on 25 March 2022, 25 March
2022, 24 September 2021, 25 September 2020 and 27 September 2019 respectively.

The Restated Consolidated Summary Statements have been prepared on the historical cost basis, except
for the certain assets and liabilities (refer accounting policy regarding financial instruments) and share
based payments which have been measured at fair value as per Ind AS 102.

The accounting policies have been consistently applied by the Group in preparation of the Restated
Consolidated Summary Statements and are consistent with those adopted in the preparation of restated
consolidated financial statements for the nine-month period ended 31 December 2021.

The Restated Consolidated summary statements are presented in Indian Rupees "INR" and all values
are stated as INR Millions, except when otherwise indicated.

2.2 Basis of consolidation

The restated consolidated summary statements comprise the financial statements of the Parent Company
and its subsidiaries (including branches) for the nine-month period ended 31 December 2021, 31
December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019.

Subsidiaries:

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 Company controls an investee if and only if the Group has:

i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee).

ii) Exposure, or rights, to variable returns from its involvement with the investee, and
iii) The ability to use its power over the investee to affect its returns.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins
when the Group obtains control over the subsidiary and ceases when the Group loses control. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the years are included in
the restated consolidated summary statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.

Restated Consolidated summary statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances. If a member of the group uses accounting
policies other than those adopted in the restated consolidated summary statements for like transactions
and events in similar circumstances, appropriate adjustments are made to that group member’s summary

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statements in preparing the restated consolidated summary statements to ensure conformity with the
group’s accounting policies.

The restated consolidated summary statements of all entities used for the purpose of consolidation are
drawn up to same reporting date as that of the parent Company, i.e., nine month period ended 31
December 2021, 31 December 2020 and year ended on 31 March 2021, 31 March 2020, 31 March 2019.

Consolidation procedure:

i. Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with
those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the
amounts of the assets and liabilities recognised in the consolidated summary statements at the
acquisition date.

ii. Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s
portion of equity of each subsidiary. Business combinations policy explains how to account for any
related goodwill/ reserve.

iii. Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating
to transactions between entities of the group profits or losses resulting from intragroup transactions that
are recognised in assets (if any), such as inventory, are eliminated in full]. Intragroup losses may
indicate an impairment that requires recognition in the consolidated summary statements. Ind AS 12
Income Taxes applies to temporary differences that arise from the elimination of profits and losses
resulting from intragroup transactions.

Restated Consolidated summary statement of profit and loss and each component of other
comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the
non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the summary statements of subsidiaries to bring their
accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities,
equity, income, expenses and cash flows relating to transactions between members of the Group are
eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:

i. Derecognises the assets (including goodwill) and liabilities of the subsidiary

ii. Derecognises the carrying amount of any non-controlling interests

iii. Derecognises the cumulative translation differences recorded in equity

iv. Recognises the fair value of the consideration received

v. Recognises the fair value of any investment retained

vi. Recognises any surplus or deficit in profit and loss

vii. Reclassifies the parent’s share of components previously recognised in OCI to profit and loss or
retained earnings, as appropriate, as would be required if the Group had directly disposed of the
related assets or liabilities.

2.3 Summary of significant accounting policies
a) Use of estimates

The preparation of the restated consolidated summary statements in conformity with the principles of
Ind AS requires the management to make judgements, estimates and assumptions that effect the
reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities,
at the end of the reporting period. Although these estimates are based on the management’s best
knowledge of current events and actions, uncertainty about these assumptions and estimates could result

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in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future
periods.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods.

b) Business combination and goodwill
Business combinations are accounted for using the acquisition method.

The Group determines that it has acquired a business when the acquired set of activities and assets
include an input and a substantive process that together significantly contribute to the ability to create
outputs. The acquired process is considered substantive if it is critical to the ability to continue
producing outputs, and the inputs acquired include an organised workforce with the necessary skills,
knowledge, or experience to perform that process or it significantly contributes to the ability to continue
producing outputs and is considered unique or scarce or cannot be replaced without significant cost,
effort, or delay in the ability to continue producing outputs.

Acquisition method

The acquisition method of accounting is used to account for all business combinations. The
consideration transferred for the acquisition of a subsidiary comprises the

(i) fair values of the assets transferred;

(ii) liabilities incurred to the former owners of the acquired business;

(iii) equity interests issued by the group; and

(iv) fair value of any asset or liability resulting from a contingent consideration arrangement.

However, the following assets and liabilities acquired in a business combination are measured at the
basis indicated below:

i) Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements
are recognised and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee
Benefits respectively.

The excess of the

(i) consideration transferred;

(ii) amount of any non-controlling interest in the acquired entity, and

(iii) acquisition-date fair value of any previous equity interest in the acquired entity

over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as goodwill.
If those amounts are less than the fair value of the net identifiable assets of the business acquired, the
difference is recognised in other comprehensive income and accumulated in equity as capital reserve
provided there is clear evidence of the underlying reasons for classifying the business combination as a
bargain purchase. In other cases, the bargain purchase gain is recognised directly in equity as capital
reserve.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the Group cash-generating units that are expected to benefit from the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are

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discounted to their present value as at the date of exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an

independent financier under comparable terms and conditions.

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the
acquisition date. Contingent consideration is classified either as equity or a financial liability. Amounts
classified as a financial liability are subsequently remeasured to fair value with changes in fair value

recognised in restated consolidated summary statement of profit and loss. Contingent consideration that
is classified as equity is not re-measured at subsequent reporting dates and subsequent its settlement is
accounted for within equity.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any
gains or losses arising from such remeasurement are recognised restated consolidated summary
statement of profit and loss or other comprehensive income, as appropriate.

Investment in associates
Associate

An associate is an entity over which the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee but is not control or
joint control over those policies.

The Group’s investments in its associates are accounted for using the equity method. Under the equity
method, the investment in associate is initially recognised at cost. The carrying amount of the
investment is adjusted to recognise changes in the Group’s share of net assets of the associates since
the acquisition date. Goodwill relating to the associate is included in the carrying amount of the
investment and is not tested for impairment individually.

The restated consolidated summary statement of profit and loss reflects the Group’s share of the results
of operations of the associate. Any change in OCI of those investees is presented as part of the Group’s
OCI. In addition, when there has been a change recognised directly in the equity of the associates, the
Group recognises its share of any changes, when applicable, in the restated consolidated summary
statement of changes in equity. Unrealised gains and losses resulting from transactions between the
Group and associate are eliminated to the extent of the interest in the associate.

If an entity’s share of losses of a an associate equals or exceeds its interest in the associate (which
includes any long term interest that, in substance, form part of the Group’s net investment in the
associate), the entity discontinues recognising its share of further losses. Additional losses are
recognised only to the extent that the Group has incurred legal or constructive obligations or made
payments on behalf of the associate. If the associate subsequently reports profits, the entity resumes
recognising its share of those profits only after its share of the profits equals the share of losses not
recognised.

The aggregate of the Group’s share of profit and loss of an associate is shown on the face of the restated
consolidated summary statement of profit and loss.

The financial statements of the associate are prepared for the same reporting period as the Group. When
necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an
impairment loss on its investment in its associate. At each reporting date, the Group determines whether

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there is objective evidence that the investment in the associate is impaired. If there is such evidence, the
Group calculates the amount of impairment as the difference between the recoverable amount of the
associate and its carrying value, and then recognises the loss as ‘Share of profit of an associate’ in the
restated consolidated summary statement of profit and loss.

Upon loss of significant influence over associate, the Group measures and recognises any retained
investment at its fair value. Any difference between the carrying amount of the associate upon loss of
significant influence or joint control and the fair value of the retained investment and proceeds from
disposal is recognised in the restated consolidated summary statement of profit and loss.

c) Current versus non- current classification

The Group presents assets and liabilities in the restated consolidated summary statement of assets and
liabilities based on current/ non-current classification. An asset is treated as current when it is:

i) Expected to be realised or intended to be sold or consumed in normal operating cycle

ii) Held primarily for the purpose of trading

iii) It is expected to be realised within twelve months after the reporting period, or

iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period

All other assets are classified as non-current.
A liability is current when:

It is expected to be settled in normal operating cycle

Held primarily for the purpose of trading

It is due to be settled within twelve months after the reporting period, or

iv) There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.

 

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified
as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in
cash and cash equivalents. The group has identified twelve months as its operating cycle.

d) Foreign currencies

The Group’s restated consolidated summary statements are presented in INR, which is also the Parent
Company’s functional currency. For each entity, the Group determines the functional currency and
items included in the summary statements of each entity are measured using that functional currency.
Functional currency is the currency of the primary economic environment in which the entities forming
part of Group operates and is normally the currency in which the entities forming part of Group
primarily generates and expends cash.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group's entities at their respective
functional currency spot rates at the date the transaction first qualifies for recognition. However, for
practical reasons, the Group uses an average rate if the average approximates the exchange rates at the
date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in restated
consolidated summary statement of profit and loss with the exception of the following:

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i) In the restated consolidated summary statements that include the foreign operation and the reporting
entity (e.g., consolidated financial statements when the foreign operation is a subsidiary), such exchange
differences are recognised initially in OCI. These exchange differences are reclassified from equity to
profit and loss on disposal of the net investment.

ii) Tax charges and credits attributable to exchange differences on those monetary items are also
recorded in OCI.

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 initial transactions. Non-monetary items measured at fair
value in a foreign currency are translated using the exchange rates at the date when the fair value is
determined. The gain or loss arising on translation of non-monetary items measured at fair value is
treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e.,
translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are
also recognised in OCI or profit or loss, respectively).

Foreign subsidiaries and branches

On consolidation, the assets and liabilities of foreign operations are translated into Indian Rupees at the
rate of exchange prevailing at the reporting date and their restated consolidated summary statements of
profit and loss are translated at exchange rates prevailing at the dates of the transactions. For practical
reasons, the group uses an average rate to translate income and expense items, if the average rate
approximates the exchange rates at the dates of the transactions. The exchange differences arising on
translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component
of OCI relating to that particular foreign operation is recognised in the restated consolidated summary
statement of profit and loss.

Cumulative currency translation differences for all foreign operations are deemed to be zero at the date
of transition, viz., 01 April 2016. Gain or loss on a subsequent disposal of any foreign operation
excludes translation differences that arose before the date of transition but includes only translation
differences arising after the transition date

e) Fair value measurement

The Group measures financial instruments such as Investment in cumulative compulsorily convertible
preference shares (CCCPS), Investment in mutual funds, similar financial instruments and share
buyback obligation at fair value at each balance sheet date

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:

i) In the principal market for the asset or liability, or
ii) In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.

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The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the restated consolidated
summary statements 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:

i) Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

ii) Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.

iii) Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

For assets and liabilities that are recognised in the restated consolidated summary statements on a
recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy
by re-assessing categorisation (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.

The Group’s management determines the policies and procedures for both recurring fair value
measurement, such as cumulative compulsorily convertible preference shares (CCCPS), Investment in
mutual funds, similar financial instruments and share buyback obligation measured at fair value. The
team comprises of the Chief Financial Officer (CFO) and Finance Controller.

External valuers are involved for valuation of significant assets and liabilities. Involvement of external
valuers is decided on the basis of nature of transaction and complexity involved. Selection criteria
include market knowledge, reputation, independence and whether professional standards are
maintained.

At each reporting date, the finance team analyses the movements in the values of assets and liabilities
which are required to be remeasured or re-assessed as per the Group’s accounting policies. For this
analysis, the team verifies the major inputs applied in the latest valuation by agreeing the information
in the valuation computation to contracts and other relevant documents. A change in fair value of assets
and liabilities is also compared with relevant external sources to determine whether the change is
reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in
the relevant notes.

f) Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated
impairment loss, if any

Such cost includes the cost of replacing part of the plant and equipment. 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 inspection is performed, its cost is recognised in the
carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All
other repair and maintenance costs are recognised in restated consolidated summary statement of profit
and loss as incurred.

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Capital work in progress is stated at cost, net of accumulated impairment loss, if any.

On transition to Ind AS, the group has elected to continue with the carrying value of all of its property,
plant and equipment recognised as at 01 April 2017 measured as per the previous GAAP and use that
carrying value as the deemed cost of the property, plant and equipment.

Depreciation on all property plant and equipment are provided on a straight-line method based on the
estimated useful life of the asset, which is as follows:

 

 

 

 

 

 

 

 

Property, plant and equipment Useful lives as per | Useful lives estimated by
Schedule II management

Computer 3 years 3 years

Computer server 6 years 6 years

Office equipment 5 years 3 -5years

Furniture & Fittings 10 years 5 years

Plant and Machinery 8 years 3.86 years

Vehicles 10 years 5 years

 

 

 

 

Leasehold improvements are amortised over five years or life based on lease period.

The useful life of vehicles, furniture and fittings, computers, plant and machinery are estimated as 3.85,
5 and 5 years respectively. These lives are lower than those indicated in schedule II to Companies Act
2013.

The management has estimated the useful lives and residual values of all property, plant and equipment
and adopted useful lives based on management’s technical assessment of their respective economic
useful lives. The residual values, useful lives and methods of depreciation of property, plant and
equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

Depreciation on the assets purchased during the year is provided on pro-rata basis from the date of
purchase of the assets.

An item of property, plant and equipment and any significant part initially recognised is derecognised
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or
loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in the restated consolidated summary statement of
profit and loss when the asset is derecognised.

g) Intangible assets

Intangible assets (mainly includes software and trade marks) acquired separately are measured on initial
recognition at cost. The amortisation period and the amortisation method for an Intangible asset with a
finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful
life or the expected pattern of consumption of future economic benefits embodied in the asset are
considered to modify the amortisation period or method, as appropriate, and are treated as changes in
accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in
the restated consolidated summary statement of profit and loss unless such expenditure forms part of
carrying value of another asset.

IT Software and Trademarks are to be depreciated 5 years as its useful life or license period whichever
is lower

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when
no future economic benefits are expected from its use or disposal. Any gains or losses arising from
derecognition of an intangible asset are measured as the difference between the net disposal proceeds

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and the carrying amount of the asset and are recognised in the restated consolidated summary statement
of profit and loss when the asset is derecognised.

Intangible assets acquired in business combination, include non-compete and customer relationship
which are amortized over the period of five years on written down value basis

h) Leases

On initial application of Ind AS 116, the Group has taken the cumulative adjustment to retained earning
and Lease equalization reserve, consequently the group discounted using the Group’s incremental
borrowing rate at 01 April 2019 whereas the Group has elected to measure ROU at its carrying amount
as if Ind AS 116 had been applied since the lease commencement date, but discounted using the Group’s
incremental borrowing rate at 01 April 2019.

For the purpose of preparing restated consolidated summary statements, Ind AS 116 has been applied
retrospectively with effect from 01 April 2018.

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments
and right-of-use assets representing 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
depreciation and accumulated impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct
costs incurred, and lease payments made at or before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term
and the estimated useful lives of the assets.

"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 option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in section (q)
Impairment of non-financial assets."

ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities 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 incentives 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 option reasonably certain to be exercised
by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group
exercising the option 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 condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable.

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After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g.,
changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset.

iii) Short term leases

The Group applies the short-term lease recognition exemption to its properties (i.e., those leases that
have a lease term of 12 months or less from the commencement date and do not contain a purchase
option).

i) Inventories

Inventories are valued at lower of cost and net realisable value. Inventory primarily consist of packing
material and consumables.

Cost includes cost of purchase and other costs incurred in bringing the inventories to their present
location and condition. Cost is determined on weighted average basis.

j) Revenue recognition

Revenue from contracts with customers is recognised when control of the goods or services are
transferred to the customer, at an amount that reflects the consideration to which the Company expects
to be entitled in exchange for those goods or services. The Company has generally concluded that it is
the principal in its revenue arrangements because it typically controls the goods or services before
transferring them to the customers.

Performance obligation

At contract inception, the Company assess the goods and services promised in contracts with customers
and identifies various performance obligations to provide distinct goods and services to the customers.
The Company has determined following distinct goods and services that represent its primary
performance obligation.

The transaction price of goods sold and services rendered is net of variable consideration on account of
various elements like discounts etc. offered by the company as part of the contract

Delivery services includes:

Revenue from Express Parcel Services
Revenue from Part Truck Load Services (PTL)
Revenue from Truck Load Services (TL)
Revenue from cross — border services

eecee

Revenue from these services are recognized over the period as they are satisfied over the contract term,
which generally represents the transit period including the incomplete trips at the reporting date. The
transit period can vary based upon the method of transport, generally a couple days for over the road,
rail, and air transportation, or several weeks in the case of an ocean shipment. Company also provide
certain ancillary logistics services, such as handling of goods, customs clearance services etc. The
service period for these services is usually for a very short duration, generally few days or weeks. Hence,
revenue from these services is recognised over the service period as the Company perform the primary
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Other allied services includes:
e Revenue from supply chain services

Revenue from these services are recognised over time as the customer simultaneously avails the benefits
of these services. Hence, the revenue from such services is recognised on a monthly basis, basis the
amount fixed as per the agreements.

The group collects Goods & Service Tax (GST) GST on behalf of the government and, therefore, it is
not an economic benefit flowing to the group. Hence, it is excluded from revenue.

Sale of goods

Revenue from sale of goods is recognized at the point in time when control of the asset is transferred to
the customer, generally on delivery of the goods.

The Group considers whether there are other promises in the contract that are separate performance
obligations to which a portion of the transaction price needs to be allocated. In determining the
transaction price for the sale of goods, the Group considers the effects of variable consideration, the
existence of significant financing components, noncash consideration, and consideration payable to the
customers (if any).

Dividend

Dividend income is recognized when the group’s right to receive dividend is established by the
reporting date.

Interest

Interest income is recognized when it is probable that the economic benefits will flow to the Company
and amount of income can be measured reliably.

Contract balances

The Policy for Contract balances i.e. contract assets, trade receivables and contract liabilities is as
follows:

Contract assets

A contract asset is the right to receive consideration in exchange for services already transferred to the
customer (which consist of unbilled revenue). By transferring services to a customer before the
customer pays consideration or before payment is due, a contract asset is recognised for the earned
consideration that is unconditional.

Trade receivables

A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only
the passage of time is required before payment of the consideration is due). Refer to accounting policies
of financial assets in financial instruments — initial recognition and subsequent measurement.

Contract liabilities

A contract liability is the obligation to deliver services to a customer for which the Group has received
consideration or part thereof (or an amount of consideration is due) from the customer. If a customer
pays consideration before the Group deliver services to the customer, a contract liability is recognised
when the payment is made or the payment is due (whichever is earlier). Contract liabilities are
recognised as revenue when the Group performs under the contract.

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k) Retirement and other employee benefits

Retirement benefit in the form of provident fund and social security is a defined contribution scheme.
The group has no obligation, other than the contribution payable to the provident fund/social security.
The group recognizes contribution payable to the provident fund scheme/ social security scheme as an
expense, when an employee renders the related service. If the contribution payable to the scheme for
service received before the balance sheet date exceeds the contribution already paid, the deficit payable
to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution
already paid exceeds the contribution due for services received before the balance sheet date, then
excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction
in future payment or a cash refund.

The cost of providing benefits under the defined benefit plan is determined using the projected unit
credit method.

Remeasurements, comprising of actuarial gains and losses, excluding amounts included in net interest
on the net defined benefit liability are recognised immediately in the restated consolidated summary
statement of assets and liabilities with a corresponding debit or credit to retained earnings through OCI
in the period in which they occur. Remeasurements are not reclassified to restated consolidated
summary statement of profit and loss in subsequent periods.

Past service costs are recognised in the restated consolidated summary statement profit and loss on the
earlier of:

i)The date of the plan amendment or curtailment, and
ii)The date that the Group recognises related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability. The Group
recognises the following changes in the net defined benefit obligation as an expense in the restated
consolidated summary statement of profit and loss:

i) Service costs comprising current service costs, past-service costs, gains and losses on curtailments
and non-routine settlements; and

ii) Net interest expense

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term
employee benefit. The group measures the expected cost of such absences as the additional amount that
it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The
group recognizes expected cost of short-term employee benefit as an expense, when an employee
renders the related service.

The Group also operates a leave encashment plan. The group treats accumulated leave expected to be
carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such
long-term compensated absences are provided for based on the actuarial valuation using the projected
unit credit method at the reporting date. Actuarial gains/losses are immediately taken to the restated
consolidated statement of profit and loss and are not deferred. The obligations are presented as current
liabilities in the restated consolidated statement of assets and liabilities if the entity does not have an
unconditional right to defer the settlement for at least twelve months after the reporting date.

1) Taxes
Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that

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are enacted or substantively enacted, at the reporting date in the countries where the Group operates
and generates taxable income.

Current income tax relating to items recognised outside restated consolidated summary statement profit
and loss is recognised outside restated consolidated summary statement profit and loss (either in other
comprehensive income or in equity). Current tax items are recognised in correlation to the underlying
transaction either in OCI or directly in equity. Management considers whether it is probable that a
taxation authority will accept an uncertain tax treatment. The group shall reflect the effect of uncertainty
for each uncertain tax treatment by using either most likely method or expected value method,
depending on which method predicts better resolution of the treatment.

Advance taxes and provisions for current income taxes are presented in the restated consolidated
summary statement of assets and liabilities after off-setting advance tax paid and income tax provision
arising in the same tax jurisdiction and where the relevant tax paying units intends to settle the asset
and liability on a net basis.

Deferred taxes

Deferred tax is provided using the liability method on temporary differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

i) When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit and loss,

ii) In respect of taxable temporary differences associated with investments in subsidiaries, associates
and interests in joint ventures, when the timing 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 tax assets are recognised for all deductible temporary differences, the carry forward of unused
tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable
that taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised, except:

i) When the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit and loss,

ii) In respect of deductible temporary differences associated with investments in subsidiaries, associates
and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable
that the temporary differences will reverse in the foreseeable future and taxable profit will be available
against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting 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 tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date
and are recognised to the extent that it has become probable that future taxable profits will allow the
deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside restated consolidated summary statement of profit and
loss is recognised outside restated consolidated summary statement of profit and loss (either in other

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comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying
transaction either in OCI or directly in equity.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate
recognition at that date, are recognised subsequently if new information about facts and circumstances
change. Acquired deferred tax benefits recognised within the measurement period reduce goodwill

related to that acquisition if they result from new information obtained about facts and circumstances
existing at the acquisition date. If the carrying amount of goodwill is zero, any remaining deferred tax
benefits are recognised in OCI/ capital reserve depending on the principle explained for bargain
purchase gains. All other acquired tax benefits realised are recognised in profit or loss.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity
and the same taxation authority.

m) Share based payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based
payments, whereby employees render services as consideration for equity instruments (equity-settled
transactions).The cost of equity-settled transactions is determined by the fair value at the date when the
grant is made using an appropriate valuation model.

That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves
in equity, over the period in which the performance and/or service conditions are fulfilled in employee
benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting
date until the vesting date reflects the extent to which the vesting period has expired and the Group’s
best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the
restated consolidated summary statement of profit and loss for a period represents the movement in
cumulative expense recognised as at the beginning and end of that period and is recognised in employee
benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant
date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s
best estimate of the number of equity instruments that will ultimately vest. Market performance
conditions are reflected within the grant date fair value. Any other conditions attached to an award, but
without an associated service requirement, are considered to be non-vesting conditions. Non-vesting
conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or
service conditions have not been met. Where awards include a market or non-vesting condition, the
transactions are treated as vested irrespective of whether the market or non-vesting condition is
satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the
expense had the terms had not been modified, if the original terms of the award are met. An additional
expense is recognised for any modification that increases the total fair value of the share-based payment
transaction or is otherwise beneficial to the employee as measured at the date of modification. Where
an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of
the award is expensed immediately through restated consolidated summary statement of profit and loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of
diluted earnings per share.

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n) Segment reporting

Segments are identified based on the manner in which the Chief Operating Decision Maker (‘CODM’)
decides about resource allocation and reviews performance. Segment results that are reported to the
CODM include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis.

o) Earning per share

Basic earnings per share are calculated by dividing the net profit and loss for the period attributable to
equity shareholders of the Parent Company (after deducting preference dividends and attributable taxes)
by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit and loss for the period
attributable to equity shareholders of the Parent Company and the weighted average number of shares
outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

p) Provisions and contingent liabilities
i) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense
relating to a provision is presented in the restated consolidated summary statement of profit and loss
net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost.

ii) Contingent liabilities

Contingent liability is a possible obligation that arises from past events and the existence of which will
be confirmed only by the occurrence or non-occurrence of one are more uncertain future events not
wholly within the control of the Group, or is a present obligation that arises from past event but is not
recognised because either it is not probable that an outflow of resources embodying economic benefits
will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be
made. Contingent liabilities are disclosed and not recognised.

iii) Decommissioning liability

The Group records a provision for decommissioning costs of leasehold premises. Decommissioning
costs are provided at the present value of expected costs to settle the obligation using estimated cash
flows and are recognized as part of the cost of the particular asset. The cash flows are discounted at a
current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of
the discount is expensed as incurred and recognized in the restated consolidated summary statement of
profit and loss as a finance cost. The estimated future costs of decommissioning are reviewed annually
and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are
added to or deducted from the cost of the asset.

q) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

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Financial assets

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded
at fair value through restated consolidated summary statement of profit and loss, transaction costs that
are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require
delivery of assets within a time frame established by regulation or convention in the market place
(regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase
or sell the asset.

Subsequent measurements
For purposes of subsequent measurement, financial assets are classified in two categories:

i) Financial assets carried at amortised cost

ii) Financial assets at fair value through profit or loss (FVTPL)

Financial assets at amortised cost
A ‘financial asset’ is measured at the amortised cost if both the following conditions are met:

i) The asset is held within a business model whose objective is to hold assets for collecting
contractual cash flows, and

ii) 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.

After initial measurement, such financial assets are subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation
is included in finance income in the restated consolidated summary statement of profit and loss.

Financial assets at FVTPL

FVTPL is a residual category for financial assets. Any financial assets instrument, which does not meet
the criteria for categorization as at amortized cost or as FVTOCLI, is classified as at FVTPL.

Debt instruments included within the FVTPL category are measured at fair value with all changes
recognized in the restated consolidated summary statement of profit and loss.

Equity instruments

The Group subsequently measures all equity investments in scope of Ind AS 109 at fair value, with net
changes in fair value recognised in the restated consolidated summary statement of profit and loss.

Derecognition

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 Group’s restated consolidated summary
statements of assets and liabilities) when:

i) The rights to receive cash flows from the asset have expired, or

ii) The group has transferred its rights to receive cash flows from the asset or has assumed an obligation
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 substantially all the risks and rewards of the asset,
or (b) the group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.

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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 substantially all of the risks and rewards of the
asset, nor transferred control of the asset, the group continues to recognise the transferred asset to the
extent of the Group’s continuing 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 obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the
lower of the original carrying amount of the asset and the maximum amount of consideration that the
group could be required to repay.

Impairment of financial assets

In accordance with Ind AS 109, the group applies expected credit loss (ECL) model for measurement
and recognition of impairment loss on the following financial assets and credit risk exposure:

i) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt
securities, deposits and bank balance

ii) Trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115.

The group follows ‘simplified approach’ for recognition of impairment loss allowance on trade
receivables. The application of simplified approach does not require the group to track changes in credit
risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date,
right from its initial recognition.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures
for which there has been a significant increase in credit risk since initial recognition, a loss allowance
is required for credit losses expected over the remaining life of the exposure, irrespective of the timing
of the default (a lifetime ECL).

ECL is the difference between all contractual cash flows that are due to the group in accordance with
the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted
at the original EIR. When estimating the cash flows, an entity is required to consider:

i) All contractual terms of the financial instrument (including prepayment, extension, call and similar
options) over the expected life of the financial instrument. However, in rare cases when the expected
life of the financial instrument cannot be estimated reliably, then the entity is required to use the
remaining contractual term of the financial instrument.

ii) Cash flows from the sale of collateral held or other credit enhancements that are integral to the
contractual terms.

As a practical expedient, the group uses a provision matrix to determine impairment loss allowance on
portfolio of its trade receivables. The provision matrix is based on its historically observed default rates
over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every
reporting date, the historical observed default rates are updated and changes in the forward-looking
estimates are analysed.

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ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/
expense in the restated consolidated summary statement of profit and loss. This amount is reflected
under the head ‘other expenses’ in the restated consolidated summary statement of profit and loss.

The restated consolidated summary statement of assets and liabilities presentation for various financial
instruments is described below:

i. Financial assets measured as at amortised cost, contractual revenue receivables: ECL is presented as
an allowance, i.e., as an integral part of the measurement of those assets in the restated consolidated
summary statements of assets and liabilities. The allowance reduces the net carrying amount. Until the
asset meets write-off criteria, the group does not reduce impairment allowance from the gross carrying
amount.

For assessing increase in credit risk and impairment loss, the group combines financial instruments on
the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed
to enable significant increases in credit risk to be identified on a timely basis.

Financial liabilities
Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
and loss, loans and borrowings, payables, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.

The Group’s financial liabilities include share buyback obligation, trade and other payables, loans and
borrowings including bank overdrafts.

Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at amortised cost (Loans and borrowings)

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised
cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are
derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the
statement of profit and loss. This category generally applies to borrowings.

Financial liabilities at fair value through profit and loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading or
financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing
in the near term. This category also includes derivative financial instruments entered into by the group
that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109.
Separated embedded derivatives are also classified as held for trading unless they are designated as
effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the restates consolidated summary
statement of profit and loss

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Financial liabilities designated upon initial recognition at fair value through profit and loss are
designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied.
For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk
are recognized in OCI. These gains/ losses are not subsequently transferred to P&L. However, the group
may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability
are recognised in the restated consolidated summary statement of profit and loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled
or expires.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the restated
consolidated summary statement of assets and liabilities if there is a currently enforceable legal right to
offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and
settle the liabilities simultaneously.

q) Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired.
If any indication exists, or when annual impairment testing for an asset is required, the Group estimates
the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-
generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is
determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. When the carrying amount of an asset or
CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken
into account. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies
or other available fair value indicators.

The Group bases its impairment calculation on detailed budgets and forecast calculations, which are
prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These
budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term
growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash
flow projections beyond periods covered by the most recent budgets/forecasts, the Group extrapolates
cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless
an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average
growth rate for the products, industries, or country or countries in which the entity operates, or for the
market in which the asset is used.

Impairment losses are recognised in the restated consolidated summary statement of profit and loss.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there
is an indication that previously recognised impairment losses no longer exist or have decreased. If such
indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously
recognised impairment loss is reversed only if there has been a change in the assumptions 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 depreciation, had no impairment loss been

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recognised for the asset in prior years. Such reversal is recognised in the restated consolidated summary
statement of profit and loss unless the asset is carried at a revalued amount, in which case, the reversal
is treated as a revaluation increase.

r) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time 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 entity incurs in connection with the borrowing
of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to
the borrowing costs.

s) Cash and cash equivalents

Cash and cash equivalent in the restated consolidated summary statement of assets and liabilities
comprise cash at banks and on hand and short-term deposits with an original maturity of three months
or less, which are subject to an insignificant risk of changes in value.

For the purpose of the restated consolidated summary statement of cash flows, cash and cash equivalents
consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts (if any) as
they are considered an integral part of the Group’s cash management.

t) Convertible preference shares

Convertible preference shares are separated into liability and equity components based on the terms of
the contract.

On issuance of the convertible preference shares, the fair value of the liability component is determined
using a market rate for an equivalent non-convertible instrument. This amount is classified as a financial
liability measured at amortized cost (net of transaction costs) until it is extinguished on conversion or
redemption.

The remainder of the proceeds is allocated to the conversion option that is recognized and included in
equity since conversion option meets Ind AS 32 criteria for fixed to fixed classification. Transaction
costs are deducted from equity, net of associated income tax. The carrying amount of the conversion
option is not remeasured in subsequent years.

Transaction costs are apportioned between the liability and equity components of the convertible
preference shares based on the allocation of proceeds to the liability and equity components when the
instruments are initially recognized.

2.3. Change in accounting policies and disclosures
New and amended new standard

(i) Amendments to Ind AS 116: Covid-19-Related Rent Concessions

The amendments provide relief to lessees from applying Ind AS 116 guidance on lease modification
accounting for rent concessions arising as a direct consequence of the Covid-19 pandemic. As a
practical expedient, a lessee may elect not to assess whether a Covid-19 related rent concession from
a lessor is a lease modification. A lessee that makes this election accounts for any change in lease
payments resulting from the Covid-19 related rent concession the same way it would account for the
change under Ind AS 116, if the change were not a lease modification.

The amendments are applicable for annual reporting periods beginning on or after the 01 April 2020.
In case, a lessee has not yet approved the financial statements for issue before the issuance of this
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PTC221234
Annexure V- Significant Accounting Policies to the Restated Consolidated Summary Statements

amendment, then the same may be applied for annual reporting periods beginning on or after the 01
April 2019. The Group has received rental concessions during the year refer note 37 for details.

(ii) Amendments to Ind AS 103 Business Combinations

The amendment to Ind AS 103 Business Combinations clarifies that to be considered a business, an
integrated set of activities and assets must include, at a minimum, an input and a substantive process
that, together, significantly contribute to the ability to create output. Furthermore, it clarifies that a
business can exist without including all of the inputs and processes needed to create outputs.

These amendments are applicable to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after the 01 April 2020 and to
asset acquisitions that occur on or after the beginning of that period. This amendment had no impact
on the restated consolidated summary statement of the Group but may impact future periods should
the Group enter into any business combinations

(iii) Amendments to Ind AS 1 and Ind AS 8: Definition of Material

The amendments provide a new definition of material that states, “information is material if omitting,
misstating or obscuring it could reasonably be expected to influence decisions that the primary users
of general purpose financial statements make on the basis of those financial statements, which provide
financial information about a specific reporting entity.” The amendments clarify that materiality will
depend on the nature or magnitude of information, either individually or in combination with other
information, in the context of the financial statements. A misstatement of information is material if it
could reasonably be expected to influence decisions made by the primary users. These amendments
had no impact on the restated consolidated summary statement of, nor is there expected to be any
future impact to the Group.

These amendments are applicable prospectively for annual periods beginning on or after the 01 April
2020. The amendments to the definition of material are not expected to have a significant impact on
the Group’s restated consolidated summary statement.

(iv) Amendments to Ind AS 107 and Ind AS 109: Interest Rate Benchmark Reform

The amendments to Ind AS 109 Financial Instruments: Recognition and Measurement provide a
number of reliefs, which apply to all hedging relationships that are directly affected by interest rate
benchmark reform. A hedging relationship is affected if the reform gives rise to uncertainty about the
timing and/or amount of benchmark-based cash flows of the hedged item or the hedging instrument.
These amendments have no impact on the restated consolidated summary statement of the Group as
it does not have any interest rate hedge relationships.

The amendments to Ind AS 107 prescribe the disclosures which entities are required to make for
hedging relationships to which the reliefs as per the amendments in Ind AS 109 are applied. These
amendments are applicable for annual periods beginning on or after the 01 April 2020. These
amendments are not expected to have a significant impact on the Group’s restated consolidated
summary statement

(v) Amendment to Schedule III

The Group has considered the amendments to Schedule III of the Companies Act 2013 notified by
Ministry of Corporate Affairs (“MCA”) via notification dated 24 March 2021 in the restated Ind AS
Consolidated Summary Statements disclosures, wherever applicable.

312
Dethivery Limited (formerly known as Delhivery Private Limited)
CIN No= UG3090DL2011PLCI21234
[Annexure VIL- Notes to the Restated Conso

 

lated Summary Statements

 

     

 

 

  

 

 

 

 

 

 

 

 

 

 

           

 

 

 

   

 

     

 

 

 

   

 

 

   

 

(All amount in INR Millions unless otherwise stated)
‘3. Property, plant and equipment
Particulars Computers’ Office Equipment Furaitureand _Vehickes? __Plantand Land and B Teavchold Total ‘workin
Servers Fistures Equipment (refernote1) _ Improvements progress
ross carrying value
As at OL April 2018 33592 436.09 1621 4s 41789 " 49164 227189 57.08
‘Asset acquired on acquisition of busines (refer note 34 (1) ()) 38.80 - - - : : : 38.80 :
Additions daring the year 160.85 465.84 416.78, 936 189.88 a 24599 1,488.70 880
Disposalscapitalised during the year (68.04) 9.18) e = _ 722) (5708)
At3I March 2019 ars 382.75, WI 150 OTT "aT STRAT 80
‘Asset acquired on acquisition of business (refer note 34 (1) (8) 026 = = - 2 2 3 0.26 3
Additions during the year 21000 543.33 353.33 330.79 362.20 2710 2077.75 267.07
Disposalscaptalised during the year (6995) 49.00) 780) - (804) ‘ <_44s39) (865)
[At3I March 2020) ors 137708 116k ST 961.35 TOIT 644.79 67a
‘Additions during the period 137.86 403.70 240.37 6675 LAL 2 158.10 1,20829 187
Disposalscapitalised during the peviod 337) 60) (0.10) (14.60) = 7 7157) (27.86)
[At31 December 2020 7233 i728 4879 366.44 1103.78 = TiS 67ALST O85
‘As at OL April 2020 cord 1377.08 116Ks2 51429 961.33 = 1OIs73 5,644.79 267.22
Additions during the year 181.03 "462.89 31458 qosd 155.09 Z 426.56 1,610.99 520.0
Disposalscaptalised during the year (6183) 40.69) (29.70) (ass) - 2933) (166.43) avr)
‘ABI March 2021 R704 809.28 45540 37028 — TATA z TaIz96 7089.35 1675
‘Asset acquired on acquisition of business combination (refer note 34 (1) 4402 4261 sas 097 37s : 50.76 191.59 ‘
‘Assct Acquired through asets purchase agreement (refer nate 4 (2) (i) 2819 10430 9.78 21619 4.59 6193 4448 469.6 x
Additions during the period 365.53, 7738 496.33, 50743 1.27468 : 57450 3,995.85 s7683
Disposalscupitalised during he period (6407) (11466) (100.13) (603) _“@T.44), i 2408) (336.41) (096.67)
At3I December 2021 3.618.971 TAG F050 058.62 11.40. TTT
Accumulated depreciation
‘As at OL April 2018 238.64 208.46 237.78 6732 256.38 221128879 2
(Charge for the year (er note 28) 12737 2271 209.06 5940 119.60 2 15642 995.76 §
Disposals during the year (64.61) (17.89) = - : - 7 (82.50)
At3I March 2019 301.60 “1038 Toa Tae. 37598 = Boas 102.05 Es
(Charge for the year (er note 28) 180.07 375.79 27694 1376 18389 : 19149 1321.94 7
Disposals during the year (6627) 46.10) 16.76) 798) - 371) -
[At3I March 2020 1840 739.97 707.02 S189 : Git 328688 -
‘Charge for the period (er note 28) 12190 298.11 22202 13972 14399 1081.03, :
Disposals during the period 4997) 630) (009) (soo) = (001) 6797) -
At31 December 2020 733 Tos1.78 4.95 36417 TILT 7rs.10 4299.94 :
‘As at 01 Aprit 2020 15.40 7997 sora aan 581.89 = ou 2
‘Charge far the year (er note 28) 17520 2073, SIS 18323-22180 - 251.25 z
Disposals during the year (56.89) (2522) e447) (1439) = 2209) 043.56) =
‘ASI March 2021 S3R71 THasa8 397.66 “408.82 773.69 = 460.28 4,709.64 2
(Change for the period (er note 28) 169.66 355.38 221.46 14023 34952 2 2steT 1.49392 -
Disposals during the period (59.55) (106.77) (95.55) 348) 2607) - 16.87) (310.29) =
At3I December 2021 CA.82 1,384.09 TST S457 1007.1 Torok — 3493.27
Net carrying value
[At3I March 2019 165.93 amar 386.15 5678 231.79 . 298.00 1,610.12 880
‘At 3I March 2020 19244 6x7 461.50, ans 400.44 : 38461 2,358.91 267.22
‘At 31 December 2020 225.00 745.50 519.84 2022739113, : 398.73 2AN2AT 940.83,
‘At I March 2021 19333 67330 455.74 Weias 342.73 4 552.68 2379.71 76785
AL3I December 2021 48749 12s4s2 78129 74824 1,308.26 6193 osTs4 851687 ona

14 Vehicles under lon contracts as at 31 December 2021 were INR 1,068.70 Millions (31 December 2020; INR 430,60 Millions, 31 March 2021-INR 61.30 Millions, 31 March 2020: INR 490.50 Milions, 31 March 2019: INR 170.20 Millions). Additions
uring the nine month period ended 31 December 2021 is INR 507-40 Millions (31 December 2020: INR 66.80 Millions, 31 March 2021: INR 70,80 Millions, 31 March 2020: INR. 320.30 Millions, 31 March 2019: 6.20 Millions). Loans assets are
hypothecated as security forthe relate loan (refer note 16)

‘Group reasesses the liftofasets atthe end ofeach reporting year. Group had estimated the usefil life of Urovo device orginally a § years which has been changed to 3 years during the year ended 31 March 2020, This is clasiied under office equipment,

Accordingly, Group had ecognised deprecation expense in restated consolidated summary statement of profit and loss amounting 10 INK 16.80 Millions and decrease the carying value of the fxed asses bythe same amount. Tere is no material impact on
the basic and diluted loss per share.

 

 

Note 1: Tite deeds of lamovable Property wat eld in the

 

eof the Company

 

 

[evant ie cmt he Balance Show [Darien [rows caring value] ile esds eld a] Whether Wile deed” baker Isa Property ld — since] Reon fr ot eta]
ot tem of property tne name of promoter, director o relative fbi date kd in the name
promatr director er emplaye tne company
promoter deeetor
rope lar and eur [rand and Baling TI) Fane Ea Ne [Bacar 0a, 2001 [Rr ave Flow =

reansporation and
Supply Chain Services
(dos) Private Limited
craze)

 

 

 

 

 

 

 

 

 

‘The tangible asses pertaining to the overall asset acquisition of FedEx Express Transportation and Supply Chain Services (India) Private Limited (‘FedEx’) ar in the course of transfer from Fedex Express Transportation and Supply Chain Servies (India)
Private Limited (‘FedEx’) to Delivery Limited (formerly known as DelhiveryPriavte Lite) and the said wansfer shall be duly completed before 31 May 2022.

3.) Capital work in progress (Ageing schedule)
Particulars Tewihan year T2year 2S year More than 3 years Total

 

‘Ke at Sl Mareh 2009
Projects in progress 830 = s “ 880
Projects temporarily suspended
730, = = s Exo
‘As at 1 Mareh 2020 ss
Projects in progress 267.12 0.10 3 = 26722
Projects temporarily suspended : - : : :
3a aa = aaa
[As at 31 December 2020,
Projects in progress 689.52 1360211529 = 94083
Projects temporarily suspended : : : : :
wa Teo? 11529 =a.
‘As at 31 March 2021
Projects in progress 51632 25123 3 = T6755
Projects temporarily suspended : : : : :

3632 = Tass

 

[As at 31 December 2021
Projects in progress ora ost 3 = enn
Projects temporarily suspended

oar ost ana

“There are no projects on euch porting period / year where activity has been suspended. Also there are no projets as onthe reporting period / year which has exceeded ost as compared to its original plan or where completion is overdue.

313
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL.2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements,
(All amount in INR Millions unless otherwise stated)

4, Intangible assets and Goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Software Trademarks Customer Relationship Non Compete Vendor Relationship Brand Others Total ‘Goodwill **
oy Q @ @ ® © @ (1424344454647)
Gross carrying value
Asat 01 April 2018 67.74 50.98 _ = a - = 118.72 5
Asset acquired on acquisition of business (refer note 34 (e)) = : 61.10 1.70 x s s 62.80 163.80
‘Additions during the year 56.45, : S : ‘ 2 z 56.45, 3
At 31 March 2019 124.19 30.98 1.10 170 e z 5 237.97 163.80
‘Asset acquired on acquisition of business (refer note 34 (@)) 12.20 : 2 : é 8 8 12.20 2.60
‘Additions during the year 54.80 s Z z x 2 3 54.80, :
At 31 March 2020 191.19 50.98 1.10 170 E 3 304.97 186.40
‘Additions during the period 48.42 - : - - : - 48.42 -
At 31 December 2020 239.61 50.98 10 1.70 5 z zi 353.39 186.40
Asat 01 April 2020 191.19 50.98 61.10 1.70 # : © 304.97 186.40
Asset acquired on acquisition of business (refer note 34 (c)) 34.92 : , - = 2 - 34.92 0.08
Additions during the year 67.39 - a" . = : - 67.39 -
Disposals during the year (0.68) : _ z 7 ‘ = (0.68) :
‘At March 2021 292.82 50.98 1.10 170 5 : = “406.60 186.48
Asset acquired on acquisition of business (refer note 34 (1) (a)) 300.74 - 1,367.90, - 309.50 1,014.50 - 2,992.64 13,765.04
‘Asset Acquired through assets purchase agreement (refer note 34 (2) (i)) 37.61 = 488.87 180.61 724.90 1,431.99 :
Additions during the period 119.47 : : x : z 119.47 -
Disposals during the period (7.17) : = 3 ‘ z (7.17) 3
At 31 December 2021 7a3.47 30.98 1917.87 18231 309.50 724.90 4943.53 13,951.52
Accumulated amortisation
Asat 01 April 2018 47.54 21.80 - . - : © 69.34 -
(Charge for the year (refer note 28) 24.60. 10.20 342 0.09, : - 38.01 :
At31 March, 2019 7214 32.00 Bz 0.09 - 107.35
Charge for the year (refer note 28) 37.72 10.20 34.93 097 = : - 83.82 :
At31 March, 2020 109.86 42.20 38.05 1.06 z - 7 191.17
Charge for the period (refer note 28) 35.36, 7.68 10.48 0.29, z : : 53.81 :
‘At 31 December 2020 145.22, 49.88 4853, 1.35 z : 3 244.98 E
As at 01 April 2020 109.86 42.20 38.05 1.06 x : z 191.17 -
(Charge for the year (refer note 28) 53.48, 8.78 13.91 039 - : 76.56 -
Disposals during the year (0.68) ‘ 2 = ® : (0.68) -
At31 March, 2021, 162.66 50.98 31.96 145 = - 5 267.05 2
(Charge for the period (refer note 28) 109.65, 246.40 7.90 50.06 164.10 31.10 609.21 90.04
Disposals during the period (6.81) 5 = : : : = (681) :
At31 December 2021 265.50 30.98 298.36 935 50.06 164.10 30 369.45 90.04
Net carrying value
At31 March 2019 52.05, 18.98 57.98 161 - = - 130.62 163.80
At31 March 2020 81.33 878 23.05 0.64 : - = 113.80 186.40
At 31 December 2020 94.39 1.10 12.57 0.35, : > = 108.41 186.40
At31 March 2021 130.16 - 914 0.25 - : = 139.55, 186.48
At 31 December 2021 47797 . 1,619.51 172.96 259.44 850.40 693.80 4,074.08 13,861.48

+ Above balance of INR 724.90 Millions includes amount of Crass Border Franchisee Agreement imports of INR 391.80 Millions and Cross Border Franchisee Agreement - exports of INR 333.10 Millions.
**The Company performs test for goodwill impairment at least annually on 31 March, or if indicators of impairment arise, such as the effects of obsolescence, demand, competition and other economic factors or on occurrence of an event or change in circumstances that would more likely than
not reduce the fair value below its carrying amount. When determining the fair value, we utilize various assumptions, including operating results, business plans and projections of future cash flows. Any adverse changes in key assumptions about our businesses and their prospects or an adverse

change in market conditions may cause a change in the estimation of fair value and could result in an impairment charge.

‘The recoverable amount tests of Cash Generating Units (CGUs) are based on value-in-use, which are determined based on five year business plans that have been approved by management for intemal purposes. The said planning horizon reflects the assumptions for short-to-mid term market
developments. Considering this and the consistent use of such robust five-year information for management reporting purposes, the Group uses five-year plans for the purpose of impairment testing. Management believes that this planning horizon reflects the assumptions for the expected

performance in the markets in which the Group operates.

Management has done impairment analysis as on 31 December 2021 and 31 December 2020 and did not find any impairment indicators.

Assumptions considered while performing goodwill impairment testing are as follows:

 

 

[EBITDA

[The EBITDA margins have been estimated based on past experience afier considering the impact of incremental revenue and synergies benefits that the Group will get in future due to increase in process]

efficiencies. Margins will be positively impacted from the efficiencies, growth in top line and cost rationalisation / others initiatives driven by the Group;

 

[Discount rate

Discount rate reflects the current market assessment of the risks specific to a CGU based on the weighted average cost of capital for respective CGU. Pre-tax discount rates used for the year ended (21 March
12021:18.15%, 31 March 2020: 22%, 31 March 2019: 21.30%).

 

[Growth rates

The growth rates used are in line with the long-term average growth rates of the respective industry and country in which the entity operates and are consistent with the intemal! extemal sources of information. The|
average terminal growth rate used in extrapolating cash flows beyond the planning period for the year ended (31 March 2021: 5%, 31 March 2020: 5%, 31 March 2019: 5%).

 

|Capital expenditures

 

 

The cash flow forecasts of capital expenditure are based on experience after considering the additional capital expenditure required to meet the business growih,

 

 

314
Delhivery Limited (formerly known as Dethivery Private Limited)
CAN No - UsI090DL2011PLC221224

Annexure VIL- Notes tothe Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

 

Assets - Non - current investments

 

Particulars

No.of Units

Aeat
{1 December 2021

No.of Units

Asat
‘31 December 2020

No, of Units

Asat
31 March 2021

No, of Units

‘Asat
‘31 March 2020,

No.of Units

Asat
31 March 2019,

 

 

Trvestment in associates (equity accounting)
Investment in unquoted equity instruments (lly paid)
Leucon Technology Private Limited

Equity shates of INR 19,221.60 each fully paid up

Investment in unquoted preference instruments (fully paid)

Leucon Technology Private Limited

Compulsory Convertible Preference Shares of INR. 19,321.60 each (includes securities premium
Of INR 19,311.60) ec fully paid up

 

Investments at far value through Profit & Loss (FVTPL)
Investments in Unquoted instruments (fully paid)

‘Skynet Worldwide Express Management Co. By

Equity shates of INR 65 each fully paid wp

Other investments
4) Investment in equity instruments

Leap Logistics Private Limited

Equity shares of INR f436.14 each (includes securities premium of INR 8,835.14) each fully paid
®

‘Moonshots Intene Private Limited

Equity share of INR 7,494.40 (includes security premium of INR 7,493.40) each fully paid up

[NAXR Logistics Private Limited
Equity share of INR 10 each (includes security premium of INR 0.10 Millions) each fully paid up

bb) Investment in preference instruments
Leapile Logistics Private Limited
reference shares of INR 8,836.14 (includes Security premium of INR 8,835.14) each fully paid up

“Moonshots Intesne Private Limited
reference shares of INR 7,484.40 (includes security premium of INR 7,493.40) each fully paid up

NAXR Logistics Private Limited
reference shares of INR 10 each inludes security premium of INR 14,235) each fully paid up

[NAXR Logistics Private Limited
Preference shares of INR 10 each (includes security premium of INR 0.05 Millions) each fully paid
w

«© Perpetual Bond (Quoted)

9.45% State Bank Of India Series I Bd Perpetal of INR 1,084,632 (31 December 2020: IN.
1,067,696, 31 March 2021: INR 1,035,473, 31 March 2020 : INR 1,013,561, March 31, 2019:
Export Import Bank of India of 10,00,212 (31 December 2020: INR 1,033,150, 31 March 2021:
INR 1,016,796, 31 March 2020 : INR 991,044, 31 March 2019: INR 981,838) each

9.90% Icii Bank Limited Sr Dde1@At 9,90 Bd Perpetual (31-Dec-2099) of INR 1,067,995 (31,
December 2020: INR. 1,089,996, 31 March 2021: INR. 1,007,473, 31 March 2020 : INR
1,007,403, March 31, 2019: Nilp

8.85% Hale Bank Basel lt Perpetual Bonds Series 1/2017-18 (12-May-2060) of 10,05,732 (31,
December 2020: INR 1,044,198, 31 March 2021: INR 1,019,388, 31 March 2020 : INR 989,824,
‘March 31, 2019: Nil)

{Bond (Quoted)
7.099% REC LIMITED SEREIS 185 BD 13022 FVRSIOLAC of Nil (31 December 2020:
$31 Mareh 2021: INR 1,031,576, 31 March 2020: Nil, March 31,2019: Nil)

 

7.249% REC LIMITED SEREIS 187 BD 31DC22 FVRSLOLAC of Nil (31 December 2020: Ni
$31 March 2021: INR 1,038,212, 31 March 2020: Nil, March 31,2019: Nil)

 

7.359% POWER FINANCE CORPORATION LTD. SERIES 191 BD 150722 FVRSLOLAC of
Nil (21 December 2020: Nil, 21 March 2021: INR 1,035,969, 31 March 2020 : ‘Nil, March 31,
2019: Nil)

9.02% REC BONDS 22/11/2022 of Nil (31 December 2020: Nil, 31 March 2021: INR
1,094,999 31 March 2020 : Nil, March 31, 2019: Nil)

[Nippon India ETF Nify CPSE Bond Plus SDL 2024 of 107.37 (31 December 2020: Nil, 31,
‘March 2021: Nil 31 March 2020 : Nil, March 31, 2019: Nil)

[Nippon India ETF Niky CPSE Bond Plus SDL. 2026 of 107.17 (31 December 2020: Nil, 3,
‘March 2021: Nil 31 March 2020 : Nil, March 31, 2019: Nil)

«) Non Convertible Debentures (Quoted)

1.608% Kotak Mahindra Investments Limited S:008 Ned 294121 Fves 1,000,000 (29-1ul-2021)
of Nil (31 December 2020: Nil, 31 March 2021: Nil, March 31, 2020 : INR 1,016,138, March 31,
2019: Nil)

18.2096 Tata Capital Financial Services Limited. St Ned O4u21 of Nil (31 December 2020:
$31 Mareh 2021: Nil, 31 March 2020: INR 997,747.31 March 2019: Nil)

 

1.80% Tata Capital Financial Services Limited Se I Cat Hiv 8.8 Ned of Nil (QU December
2020: Nil, 31 March 2021: Nil, 31 March 2020: INR 1,009, 31 March 2019: Ni) 27Sp21

9.45% State Bank Of India Ned Fv10Lac 22Mar2030 (22-Mar-2030) of 1,084,632 (31 December
2020: 1,067,696, 31 March 2021: INR. 1,035,473, 31 March 2020 -INR 1,013,561, 31 March
2019: Ni)

SIKKA PORTS & TERMINALS LIMITED 8.45 NCD 12JU23 FVRSIOLAG LOA UPTO
10SP13 (12-Jun-2023) of Nil (31 December 2020: INR 1,078,479, 31 March 2021: INR
1,061,286, 31 March 2020 :Nil 31 March 2019: Nil)

RAL, PPD-13 @ NCD 1GAP23 FVRSLOLAC LOAUPTOI9AGIB of Nil (31 December 2020:
INR 1,128,276, 31 March 2021: INR 1,136,338, 31 March 2020 :Nil, 31 March 2019: Nil)

 

NABARD SR 20K 6.40 LOA 31/123 FVRSIOLAG of Nil (31 December 2020; 10,70,721, 31
‘March 2021: INR 1,071,882, 31 March 2020 Nil, 31 March 2019: Nil)

100

2,000

are

a1294

105

3.007

280

230

73,60,000

1,10,00,000,

5232

250.05

267.00

502.87

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4.653

zara

100

2,000

347

a12a4

105

3,007

500

250

250

400

400

155

suas

28.29

27250

522.10

suas

269.82

asia

428.29

4653

23474

2,000

372

a294

105

3.007

230

230

400

200

230

400

400

si774

254.20

25897

412.63

103.82

207.19

ara

asass

428.75

4653

2aara

100

100

2,000

3472

31298

105,

3.007

500

250

500

750

500

500,000

500

506.78

247.76

251.85

soa

762.10

498.87

501.79

506.78

2aara

100

100

2,000

3472

31208

3,007

S00

 

073.64

 

32736

205.89

S77

aro

 

 

315
Delhivery Limited (formerly known as Dethivery Private Limited)
CAN No - U6I090DL2011PLC221224

Annexure VIL- Notes tothe Restated Consolidated Summary Statements
(Allamount in INR Millions unless otherwise stated)

 

Assets - Investments - Current

 

 

 

 

 

 

 

 

 

   

 

Particulars Asat Asat As at Asat sat
No.of Units 31 December 2021 No.of Units __31 December 2020 No.of Units__31. March2021__No.of Units __31 March 2020 No.of Units__31 March 2019
Tvestinents at fair value through profit and loss (FVTPL)
4) Bond (Quoted)
6.99% REC LIMITED SR 193 6.99 BD 31DC21 FVRSIOLAC of INR Nil (31 December 2020: 7 2 200 205.86 200 208.17 : - -
INR 10,29,276, 31 March 2021: INR 1,020,864 31 March 2020: Nil, March 31,2019: Nil)
7.09% REC LIMITED SR 195 7.09 BD 13DC22 FVRSIOLAC of INR 1,024,757 (31 December 400 407.16 400 417.36 2 . z 2
2020: 10,43,393, 31 March 2021: INR 1,020,864 31 March 2020: Nil, March 31, 2019: Nil)
7.289% REC LIMITED SR 197 7.24 BD 31DC22 FVRSIOLAC of INR 1,023,703 (31 December 100 10237 100 105.12 = : “ : 2
2020: 10,51,240, 31 March 2021: INR 1,020,864 31 March 2020 : Nil, March 31, 2019: Nil)
7.359% POWER FINANCE CORPORATION LTD. SERIES 191 BD 150122 FVRSLOLAC of 200 2ma.94 200 209.70 2 . z 2
1,019,716 (31 December 2020: 1,048,895, 31 March 2021: Ni, 31 March 2020 : Nil, March 31,
2019: Nil)
9.02% REC BONDS 22/11/2022 of 1,046,797 (31 December 2020: 10,90,283.67, 31 March 250 261.70 250 2st 2 . z 2
2021: INR 1,094,999 31 March 2020: Nil, March 31,2019: Nil)
by Non Convertible Debentures (Quoted)
Kotak Mahia Investments Limited $008 Ned 291121 Fvrs 1,000,000 (29-Nu-2021) of INR ¢ - 750 79693 750 05.15 = 2 S
Nil (1 December 2020: 1,062,579 31 March 2021: INR 1,073,533, 31 March 2020: Nil March
31,2019 : Nil)
Kotak Mahindra Investment Lid SR-0017.9 NCD of Nil (31 December 2020: Nil, 31 March - - ¢ - - - - a 100 00.01
2021: Nil, 31 March 2020 Nil 31 March 2019: INR 1,000,000)
11.50% Housing Development Finance Corporation Ltd Sr-R-O10 Rr Ned 221420 FuesICr 22- . : : : - - so s2449 -
Sus-2020) of Nil (31 December 2020: Nil, 31 March 2021: Nil, 31 March 2020 : INR 10,489,740
+31 March 2019 Nil)
7.859% Hdb Financial Services Limited Sra//108 Ned 19120 (19-un-2020) of Nil (31 - © z z 2 250 250.68, =
December 2020: Nil 31 March 2021: Ni, 21 March 2020 : INR 1,002,736, 31 March 2019: Nil)
Housing Development Finance Corporation Lid Sr-R-O16 Rr Ned 165p20 FursICr (16-Sep-2020) - - : * s 50 509.94 -
of Nil (31 December 2020: Nil, 31 March 2021: Nil, 31 March 2020: INR 10,198,860, 31 March
2019: Nil)
9.02% Lic Housing Finance Limited Tr371 Nod03De20 of Nil (21 December 2020: Nil, 31, - © x ’ 2 1,000 1o1as2 =
March 2021: Nil, 31 March 2020: INR 1,013,524, 31 March 2019: Ni) FislOLac
[Lasupto27Deld (03-Dec-2020,
7.70% Tata Capital Financial Services Limited 10-07-2020 of Nil (21 December 2020: Nil, 31, - © z z 2 500 500.04 =
‘March 2021: Nil, 31 March 2020 INR 1,000,071, 31 March 2019 Nil)
Lic Housing Finance Limited Tranche 263 Opt 2 8.67 Loa 26Ag20 FursiOLac Of Nil (31 - - 7 7 - 250 2172 =
December: Nil, 31 March 2021: Nil, 31 March 2020: INR. 1,006,877, 31 March 2019: Nil)
Kotak Mahindra Investment Limited SRO25 NCD 23/L20FVRSLOLAG of Nil (31 December - © z z 2 80 1995.05 =
2020: Nil, 31 March 2021: Nil, 31 March 2020 INR 1,134,366 , 31 March 2019 : Nib)
18.20%6 Tata Capital Financial Services Limited Sr Nod O4Iu21 of Nil (31 December 2020: - - 500 so. 500 soa7l : - -
10,17,354, 31 March 2021: INR 1,007,423, 31 March 2020 -Nil 31 March 2019: Nil)
8.809% Tata Capital Financial Services Limited Sr 1 Cat ily 8.8 Ned of Nil (31 December ¢ - 5,00,000 515.72 500,000 51022 2 s a
2020: 1031.44, 31 March 2021: INR 1,020.43, 31 March 2020 : Nil, 31 March 2019: Nil )
278021
RALL. PPD-13 8 NCD 16AP23 FVRSIOLAC LOAUPTOI9AGIM of INR Nil (21 December - - = 2 s é 2 z a
2020: Nil, 31 March 2021: Nil, 31 March 2020: Nil, 31 March 2019: Nil)
NABARD SR 20K 6.40 LOA 31J123 FVRSIOLAC of Nil (31 December 2020: Nil, 31 March 7 2 : : : - - - - -
2021: Nil, 31 March 2020: Nil, 31 March 2019: Nil) 27Sp21
©) Commercial Papers
Kotak Mahindra Prime Ltd Cp 07-May-2020 of Nil (21 December 2020: Nil, 31 March 2021: 8 2 © “ 2 460.62 2
il, 31 March 2020: INR 460 617, 31 March 2019: Nil)
HDB Financial Services Limited Cp 06-May-2020 of Nil (31 December 2020: Nil, 31 March - - - - - - 1,900 460.72 .
2021: Nil, 31 March 2020: INR 460,716 , 31 March 2019: Nil)
4) Quoted Mutual funds
‘Aditya Birla Sun Life Ovemight fund - Direct Plan -Grow of Nil 31 December 2020: Nil, 31, - : - : - - 550,778 59497 732,431 751.66
‘March 2021: Nil, 31 March 2020: 1,080.25 31 March 2018: INR 1,026.25)
Hilfe Overnight Fund - Direct Plan - Growth Option of INR 4,605.47 (31 December 2020: Ni 3,19,506 1,803.07 = z z 2 z : 15,71,880 4436.44
31 March 2021: Nil, 31 March 2020: NIL, 31 March 2019: Rs 2,822.37 )
ICICI Pru Ovemight Fund Direc-G of INR 303.714 (31 December 2020: Nil, 31 March 2021: 59,36,729, 1,803.07 - - - - - - 2,208,911 2,256.33
[il, 31 March 2020: NIL, 31 March 2019: Rs 102.38)
Kotak Ovemight Fund - Diect Plan - Growth of INR 3582.27 (31 December 2020: Ni, 31 March 503,351 1,803.07 - : & é : s 742,070 751.63
2021: Nil, 31 March 2020: NIL, 31 March 2019: Rs 1,012)
Direct Plan-SBI Savings Fund Growth of INR. 35.18 (31 December 2020: Nil, 31 March 2021: 5,12,51,015 1,803.07 - = 2 ¥ = . 2 2
Nil, 31 March 2020: Nil, 31 March 2019: Nil)
‘SBI Overnight Direc-Growth of INR 3,432.66 (31 December 2020: Mil,31 March 2021: Nil, 31 2.64516 07.99 - : : : : - 729,681 2,256.29
‘March 2020: Nil, 31 March 2019: INR 3,092.00)
‘Uti Overnight Fund -Diret Plan - Growth of Nil (31 December 2020: Nil, 31 March 2021: Nil, s 2 7 : & é : s 2,89,409 7st
$31 Mareh 2020: Ni 31 March 2018: INR 2,597.39 )
Birla Sunlife Floating rate fund of Nil (31 December 2020: Nil, 31 March 2021: Nil, 31 March - - 7 7 - 7 i 667 020
2020: Nil, 31 March 2019: Rs 300.43)
Aditya Bila Sun Life Liquid Fund - Dir - Growth of Nil (31 December 2020: Nil, 31 March : © x ’ 2 2742,340 e764 = “
202: Nil, 31 March 2020: INR 319.55, 31 March 2019: Nil)
HDFC Liquid Fund - Dir - Growth of Nil (31 December 2020; Nil, 31 March 2021: Nil, 31 . : : : : - 2005s - -
‘March 2020: INR 3,906.61, 31 March 2019 : Nil)
[Axis Banking & PSU Debt Direc-Growth of INR 2,165.00 (31 December 2020: INR 2087.75, 198,748 430.29 98,748 144 198,748 416.93 198748 388.77 - -
‘a1 March 2021: INR 2097.79, 31 March 2020: INR 1,940.9, 31 March 2019 Nil)
‘Bharat Bond ETF 2023-Growth of INR 1,158.10 (31 December 2020: INR 1,111.03, 31 March 9.77077 11317 9.7007 1,085.49 21,55,568 2,407.74 9,77.007 1,900.00, - -
2021: INR 1,116.98, 31 March 2020: INR 1,023.53, 31 March 2019: Nil)
‘Bharat Bond ETF 2023-Growth of INR 1,157.20 (31 December 2020: 1,110.55, 31 March 2021: 1.785561 1,363.83 11,78,561 1,307.45 2 ¥ = . 2 :
il, 21 March 2020: Nil, 21 March 2019 Nil)
Bharat Bond FOF Apr-2025-Growth of INR 10.71 (31 December 2020: 10.23, 31 March 2021: 17,99,46,547 1927.26 3.91,44,546 oss 3.91,44647 400.60 " ‘ - -
INR 10.23, 31 March 2020; Nil,31 March 2019: Nil)
‘Bharat Bond FOF Apr-2026-Growth of INR 10.65 (31 December 2020: Nil, 31 March 2021: 14,26 43,507 1518.51 a 2 8 2 s 2 3
$31 Mareh 2020: Nil, 31 March 2019 : Nil)
Axis Liquid Fund - Dir - Growth (CFDGG) of Nil (31 December 2020: Nil, 31 March 2021: Ni : “ x ’ 2 2 : 2 4
$31 March 2020: Ni, 31 March 2019 : Nil)
DFC Corporate Bond Direct-Growth of INR 15.87 (31 December 2020: 15.26, 31 March 2021: 6,73.86,616 1,069.55 6,73,86616 1,028.60 6 73,86.617 1028.08 = 2 :
INR 15,26, 31 March 2020; Nil, 31 March 2019: Nil)
Direct Plan-Kotak Floating of INR 1,215.08 (21 December 2020: 1,161.44, 31 March 2021: INR 69.928 838.32 6.89,928 so1.3t 69,929 798.28 x : = -
1,157.0536, 31 March 2020: Nil, 31 March 2019: Nil)
TESTERT, Eo70s7 TOT. ea TE sOaTT
Aggregate book value of quoted investments 2073.00 10,736.80 10,796.76 11,717.00 1,525.00
Ageregate market value of quoted investments 21,448.37 11,279.99 11,273.98 11,875.25 1509.73
Aggregate amount of unquoted investments : "347.20 155 155 155.

 

 

 

 

 

 

 

 

 

 

316
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

8. Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

‘As at ‘As at ‘Asat ‘As at ‘As at
Particulars 31 December 2021 __31 December 2020 31 March 2021 31 March 2020 31 March 2019
Balances with banks:
— On current accounts 3,608.56 2,023.21 2,258.63 1,200.38, 1,126.39
— In deposit account (with original maturity of less than three months) - - 500.00 - 15,500.00
—Cash in hand 1.24 - = = -
3,609.80 2,023.21 2,758.63 1,200.38 16,626.39
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:
‘Asat ‘As at ‘Asat ‘As at ‘Asat
Particulars 31 December 2021 ___31 December 2020 31 March 2021 31 March 2020 31 March 2019
Balances with banks:
On current accounts 3,608.56 2,023.21 2,258.63 1,200.38, 1,126.39
— In deposit account (with original maturity of less than three months) - - 500.00 - 15,500.00
— Bank overdraft repayable on demand (secured) (refer note 16) (495.31) - - (405.37) =
—Cash in hand 1.24
3,114.49 2,023.21 2,758.63 795.01 16,626.39
9. Other bank balances
‘As at ‘As at ‘Asat ‘As at ‘As at
Particulars 31 December 2021 ___31 December 2020 31 March 2021 31 March 2020 31 March 2019
Balances with banks:
— Deposits with original maturity of more than three months but less than 12 months - - 12.95 2,886.62 7.93
— Margin money deposits with original maturity of more than 3 months but less than 12 months : = 2.83 = -
= = 15.78 2,886.62 7.93

318

 

 
Debhivery Limited (formerly known as Delhivery Private Limited)
CIN No U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated
(All amount in INR Millions unless otherwise stated)

 

‘Summary Statements

1. Trade receivables

 

 

 

 

 

 

eat Te at eat Asal eat
Particulars 31 December 2021 31 December 2020 __M-March 202131 March2020_M March 2019
Trade receivables 8917.91 7558.0 5945.80 6013.31 2,146.50
Total trade receivables 8,917.91 7,558.62, 5,945.82 601831 3,146.50,
Break-up for security details:
Asat As at As at Asat Asat

‘Trade receivables

 

MDecember 2021 31 December 2020 __M March, 2021,

31 March, 2020,

31 March, 2019

 

 

 

 

 

 

 

 

 

Unsecured, considered good 891791 1,858.62 5,945.82 6013.31 146.50,
Trade Receivables-credit impaired 2,079.42 2,076.13, 869.37 346.99
9,638.04 8,021.95 882.68 7.03.49)
Impairment Allowance (allowance for bad and doubtful debts)
‘Trade Reveivables-credit impaired 51.25) 2.07942) (2,076.13) (869.37) (546.99)
(2.751.258) (2,079.42) 2076.13) (809.37), (546.99)
Total Trade receivables 8917.91 7858.62 5,945.82 6013.31 2,146.50
Trade receivables are noninterest bearing and are generally on terms of 30 0 90 days
For terms and conditions relating to related party receivables, refer note 41
Dues from companies in which the company's non-executive director is a director:
eat eat Tea vat Te at
Particulars ‘MDecember 2021 31 December 2020 31 March2021__31.Mareh 2020___31 March 2019
Bata dia Limited 2 872 7.29 TD 374
Glaxosmitline Pharmaceuticals Limited * 5 : 0.00 7 2
Apollo Tyres Limited 2 61st 41.04 2997 “
‘Siemens Limited : 70 227 9s -
Voltas Limited : 54743 735.96 23903 1.09
C&S Electric Limited 3 078 2.62 3.63 :
Tata Motors Limited = S704 ons : =
Oravel Stays Put Lid. = = - 3.06 561
Tata Stel Limited 2.06 . - - -
Hindustan Unilever Limited 542 : - - :
Ashok Leyland Limited 3056 e a 2 5
Marico Limited 75.18 = = 2 2
Brainboes Solutions Private Limited 078 2 = = Z
(0ne97 Communications Limited oor = : - 7

* Value less than INR 1 Lakhs

The allowance for doubtful accounts as of 31 December 2021, 31 December 2020, 31 March 2021, 31 March 2020 and 31 March 2019 and changes inthe allowance for doubtful accounts for the nine month period and year ended as ofthat areas follows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘As at ‘As at As at ‘As at ‘As at
Particulars MDecember 2021 31 December 2020 __31 March2021_31Mareh 2020 __31 March 2019
‘Opening balance 2,076.15, $69.37 ‘$69.37 346.99 179.40
Addl: Provision (reversal) of trade receivables - credit impaired 1173.02 250.90 1,435.08 543.48 384.59
Less: Write off, net of recoveries (497.90) (40.85) 228.32) 221.10) 17.00)
Closing balance 2,751.28 2079.42 2,076.13 869.37 346.99
‘Trade receivables ageing Schelules forthe year ended 31 March 2019, 31 March 2020, 31 March 2021 and nine month period ended 31 December 2020 and 31 December 2021
Particulars Outstanding as at 31 March 2019 from the due date of payment
Notdue Tews than 6 months [6 months -1 year 1-2 years Byars More than 3 Toad
(@ Undisputed Trade receivables considered good 790.79 1225.85 59.75 Toa Be 2.14650
(i) Undisputed Trade Receivables — which have significant increase inert risk : = 3 - = = 2
(Gi) Undisputed Trade Receivables ~ credit impaired = = 132 328 T2i 06 CaS,
(iv) Disputed Trade Recsivables considered good = = 2 = = 7
(«) Disputed Trade Receivables - which have significant increase in ered isk : = 7 :
(04) Disputed Trade Receivables credit impaired DoT T3495 235.08 3028 Ze 3596 Ta
0.86 7360.80) 286.11 124.87 79.88 70.98 3,693.49)
Particulars (Qutstanding as at 31 March 2020 from the due date of payment
Tess than 6 months [6 months - 1 year 2 years yar ‘More than 3 yeare Tot
(@) Undisputed Trade receivables considered good 2973.68 389.98 ED) 3a 3259 60ST
(Gi Undisputed Trade Receivables — which have significant increase in ere rsk : : : : = >
(Gi) Undisputed Trade Receivables ~ credit impaired my aa Teas 3 326 Be Ta
(iv) Disputed Trade Receivables considered good e - 3 E = - 7
() Disputed Trade Receivables - which have significant increase in credit risk = z 3 z = z =
(04) Disputed Trade Receivables ~ credit impaired 6.10, 102.86 21S98 BaLaT at 679 Hoe
2324.09 3,080.82 $24.25 aaT 109.58 B56 882.68
Particulars ‘Qutstanding ay at 31 March 2021 from the due date of payment
Notdue Tews than 6 months [6 months - 1 year 2 years yar ‘More than 3 yeare Total
(@ Undisputed Trade receivables — considered good 218752 TID. Ta73.5T 2010 Te 6046 SAEED
(i) Undisputed Trade Receivables — which have significant increase in ereit risk ~ :
i) Undisputed Trade Receivables ~ credit impaired 12 Tao PED 20 TOS Tae Daa
(iv) Disputed Trade Receivables considered good - 7 - = =
(0) Disputed Trade Receivables - which have significant increase in ered isk 3 z = - = = =
(4) Disputed Trade Receivables ~ credit impaired w. Es SED 395.86 oa Tat 1098.70
7,869.36 7260.71 2441.29 7080.46, 189.77 7H0.35 5021.95
Particulars ‘Ouistanding as at 31 December 2020 from the due date of payment
Notdue Tess than 6 months [6 months - 1 year 1-2 years Dyers ‘More than 3 yeare
{@ Undisputed Trade receivables — considered good 40718 SIO TI88.07 Tat 23a S537
(i Undisputed Trade Receivables — which have significant increase in ereitrsk = = E : = = =
Gi) Undisputed Trade Receivables ~ credit impaired : EET Eon 320 10 B20 206.59
(iv) Disputed Trade Receivables considered good = z = z = 7 =
(0) Disputed Trade Receivables - which have significant increase in credit isk : : : : = 2
(04) Disputed Trade Receivables ~ credit impaired 12548, 320.70 2a 0.2 Tod TEPES
332.63 6229.44 7923.50 718.17 167.75 9,638.04
Particulars ‘Ouistanding as at 31 December 2021 from the due date of payment
Notdue Tes than 6 months [6 months - 1 year 72 years Dayar ‘More than 3 yeare Total
(@ Undisputed Trade receivables — considered good 1.88640 6,441.66 331.24 TOF 2622 35) BOITOT
(Gi Undisputed Trade Receivables — which have significant increase in ere rsk 5 = Z E ~
Gi) Undisputed Trade Receivables ~ credit impaired was 2657 Dat Téa wa.
(iv) Disputed Trade Receivables considered good = 7 = z 3 : =
() Disputed Trade Receivables - which have significant increase in credit risk Z z = z z =
(04) Disputed Trade Receivables ~ credit impaired 1827 3289 2957 36026 TS aT TORR
2,076.93 6826.27 743.26 7326.87, 23.84 271.99 71,669.16

 

 

 

 

 

 

 

 

 
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090D1.2011PL.C221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10. Loans
Particulars As at ‘Asat As at ‘Asat ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Unsecured, considered good unless otherwise stated
‘Advance to employees* 90.00 64.15, 264.21 26.80 29.62
90.00 415, 264.21 26.80 29.62
Breakup of above:
Non - Current - - - - 27.32
Current 90.00 64.15, 264.21 26.80 2.30
Advance to employees include dues from officers and directors (refer note 41)
11, Other financial assets
Particulars Asat ‘Asat As at ‘Asat ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Security deposits 1,578.86 1,053.70 1,065.51 1,088.09 589.82
Margin money deposits * 2,237.04 2,487.50 2,484.66 1,714.50 1,277.33
Deposits with original maturity for more than 12 months 1,852.48 3,701.58 3,442.13 5,469.59 475.55
Other receivables 53.74 123.88 54.44 67.12 51.86
Unbilled receivables # 6,797.75 3,995.34 3,668.22 2,748.43 1,414.26
Interest accrued on fixed deposit with banks 122.89 602.83 673.79 135.07 23.60
Interest accrued on investments 126.08 245.93 239.97 382.83 29.26
Interest accrued on inter company deposits - - - - 412
Amount recoverable from third party agent- Cash collected on our behalf 216.00 156.00 122.94 104.74 127.52
12,984.84 12,366.76 11,751.66 11,710.37 3,993.32
Impairment allowance (allowance for bad and doubtful debts)
Other financial assets - credit impaired (48.04) (65.12) (49.78) 2.51) 6.12)
12,936.80 12,301.64 11,701.88 11,697.86 3,987.20
Break up of the above:
Non-current
Unsecured, considered good, unless stated otherwise
Security deposits 698.76 507.79 67.09 427.31 289.27
‘Margin money deposits * 1,132.04 1,050.00 - 1,351.57 1,262.63
Deposits with original maturity for more than 12 months 795.99 356.70 209.53 3,464.19 475.06
Other receivables - : - 10.69 gal
Interest accrued on fixed deposits with banks : - - - 0.96
2,626.79 1914.49 886.62 5,253.76 2,036.03
Current
Unsecured, considered good, unless stated otherwise
Security deposits 880.10 545.91 388.42 660.78 300.55
Security deposits - Credit impaired (16.60) 863.50 (33.68) 512.23 (18.34) 370.08 251) 648.27 (6.12) 294.43
Margin money deposits * 1,105.00 1,437.50 2,484.66 362.93 14.70
Deposits with original maturity for more than 12 months 1,056.49 3,344.88 3,232.60 2,005.39 0.49
Other receivables 53.74 123.88 54.44 56.43 43.75
Other receivables - Credit impaired (31.44) 2.30 (1.44) 92.44 (31.44) 23.00 : 56.43 43.75
Unbilled receivable 6,797.75 3,995.34 3,668.22 2,748.43 1,414.26
Interest accrued on fixed deposits with banks 122.89 602.83 673.79 135.07 22.64
Interest accrued on investments 126.08 245.93 239.97 382.84 29.26
Interest accrued on inter company deposits (refer note 41) - : - - 42
Amount recoverable from third party agent- Cash collected on our behalf 216.00 156.00 122.94 104.74 127.52
Money Held in Trust ## 2,447.31 4721.44 1,425.37 396.47 1,212.70
Less: Liabilities against money held in trust (2,447.31) : (4,721.14) - (1,425.37) - (396.47) = 212.70) -
10,310.01 10,387.15 10,815.26 6,444.10 1951.17
* Margin money deposits include deposits given to the following
Banks 2,145.59 2,387.50 2,184.66 1,637.50 1,237.50
Vendors 91.45 100.00 100.00 10.00 10.00
Customers - : 200.00 67.00 29.83,
Total 2237.04 2,487.50 2,484.66 171450 1277.33
* Includes amount of INR 2.83 Millions in 31 March 2021 of margin money deposit with original maturity of more than 3 months (refer note 9)
# Consists of contract assets, that primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to the receivables when the rights become unconditional.
+## Represents amount collected on behalf of the customers upon delivery and has been adjusted with Amount payable, collected on behalf of the customers disclosed under note 18 - Other financial liabilities.
12. Non - Current tax assets (net)
Asat ‘Asat As at ‘Asat As at
Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
‘Advance income tax 1,388.59 1,367.17 1,231.69 1,050.15 596.45
1,388.59 1,367.17 1,231.69 1,050.15 596.45
Breakup of above:
Non-Current 1,388.59 1,367.17 1,231.69 1,050.15 596.45
1,388.59 1,367.17 1,231.69 1,050.15 596.45
13. Other assets
Asat ‘Asat As at ‘Asat ‘As at
Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Capital advances 202.69 7.50 ErEry 7.08 69.52
Prepaid expenses 443,08 107.21 149.01 126.36 98.05
Balance with statutory / government authorities 1,380.05 533.07 572.31 520.32 313.46
Advance to suppliers 974.15 529.24 476.76 238.10 85.69,
2,999.97 117.02 1,232.42 891.81 566.72
Impairment allowance (allowance for bad and doubtful debts)
Impairment allowance (22.23) 9st) (14.79) (4.53) (1.43)
2977.74 157.51 1,217.63 887.28 565.29
Break up of the above:
Unsecured, considered good, unless stated otherwise
Non - current
Capital advances 202.69 750 34.34 7.03 69.52
Capital advances - impairment allowance (1.40) 201.29 : 7.50 (0.26) 34.08 (0.26) 6.77 - 69.52
Prepaid expenses 4.90 4.03 13.39 5.35 63.34
Balance with statutory / government authorities 30.94 - 1.52 1.41
237.13 13.05 aa 13.64 134.27
Current
Unsecured, considered good, unless stated otherwise
Prepaid expenses 438.18 103.18 135.62 121.01 34.71
Balance with statutory /govemnment authorities, - -
~ Goods and service tax 1,349.11 531.55 57231 470.70
- other balance with government authorities : 1,349.11 - 53155 - 572.31 48.10 518.80 - 312.05
Advance to suppliers 974.15 529.24 476.76 238.10 85.69
‘Advance to suppliers - impairment allowance (20.83) 953.32 9.5) 509.73 (1453) 462.23 (427) 233.83 (1.43) 84.26
2,740.61 1144.46 1170.16 873.64 431.02
14, Inventories
‘Asat ‘Asat ‘Asat ‘Asat ‘As at
Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Packing material and consumables 289.07 241.09 259.48 178.32 226.33
Trading goods 28.75 : : : -
317.82 241.09 259.48 178.32 226.383

 

 

Inventory written off during the period / year is Nil (31 December 2020: Nil, 31 March 2021: Nil, 31 March 2020: INR 75.60 Millions, 31 March 2019: Nil)

319
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

15 (a) Share capital

Authorised share capital

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars ‘As at Asat As at As at ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Equity Shares
873,502,280 (31 December 2020: 2,000,228, 31 March 2021: 2,200,228, 31 March 2020: 2,000,228, 873.50 20.00 22.00 20.00 13.60
31 March 2019: 1,360,228) equity shares of 1/- each for 31 December 2021 and INR 10/- each for 31
December 2020, 31 March 2021, 31 March 2020 and 31 March 2019
Instruments entirely equity in nature
3,00,000 (31 December 2020: 300,000, 31 March 2021: 300,000, 31 March, 2020: 300,000, 31 3.00 3.00 3.00 3.00 3.00
March, 2019: 300,000) 0.001% cumulative compulsorily convertible preference shares of face value of
INR 10/- each ("Series A")
4,660,337 (31 December 2020: 4,235,337, 31 March 2021: 4,310,337, 31 March 2020: 4,235,337, 31 466.03 423.53 431.03 423.53 423.53
March 2019: 4,235,337) 0.001% Cumulative Compulsorily Convertible Preference Shares of face
value of INR 100/- each ( "Series B, C, D, D1, E, F,G, Hand I")
1,342.53 446.53 456.03, 446.53 440.13
Issued, subscribed and fully paid-up shares
Particulars As at Asat ‘As at ‘As at ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Equity shares
216,680,400 (31 December 2020: 16,24,298, 31 March 2021: 1,629,229, 31 March 2020: 974,952, 31 216.68 16.24 16.29 9.75 9.58
March 2019: 958,395) equity shares of INR 1 each fully paid up for 31 December 2021 and INR 10/-
each fully paid up for 31 December 2020, 31 March 2021, 31 March 2020 and 31 March 2019
Nil (31 December 2020: Nil, 31 March 2021: 38,701, 31 March 2020: Nil, 31 March 2019: Nil) INR 1 - - 0.04 - :
each partly paid up for 31 March 2021
216.68 16.24 16.33 9.75 9.58
Instruments entirely equity in nature
Nil (81 December 2020: Nil, 31 March 2021: Nil, 31 March 2020: 291,667, 31 March 2019:291,667) - - - 2.92 2.92
0.001% cumulative compulsorily convertible preference shares of INR 10 each - Series A
217,562 (31 December 2020: 217,562, 31 March 2021: 217,562, 31 March 2020: 448,719, 31 March 21.77 21.77 21.77 44.87 44.87
2019: 448,719) 0.001% cumulative compulsorily convertible preference shares of INR 100 each -
Series B
365,310 (31 December 2020: 365,310, 31 March 2021: 365,310, 31 March, 2020: 478,434, 31 March, 36.53 36.53 36.53 47.84 47.84
2019: 478,434) 0.001% cumulative compulsorily convertible preference shares of INR 100 each -
Series C
653,551 (31 December 2020: 653,551, 31 March 2021: 653,551, 31 March 2020: 653,551, 31 March 65.36 65.36 65.36 65.36 65.36
2019: 653,551) 0.001% cumulative compulsorily convertible preference shares of INR 100/- each -
Series D
44,479 (31 December 2020: 44,479, 31 March 2021: 44,479, 31 March 2020: 48,531, 31 March 4.45 445 445 485 4.85
2019: 48,531) 0.001% cumulative compulsorily convertible preference shares of INR 100/- each -
Series D1
801,139 (31 December 2020 801,139, 31 March 2021: 801,139, 31 March 2020: 801,139 March, 80.11 80.11 80.11 80.11 80.11
2019: 801,139) 0.001% cumulative compulsorily convertible preference shares of INR 100/- each -
Series E
457,694 (31 December 2020: 1,457,694, 31 March 2021: 1,457,694, 31 March 2020: 1,457,694, 31 145.77 145.77 145.77 145.77 145.77
March 2019: 1,457,694) 0.001% cumulative compulsorily convertible preference shares of INR 100/-
each Series F
563,349 (31 December 2020: Nil, 31 March 2021: Nil, 31 March 2020: Nil, 31 March 2019: Nil) 56.33 - - - -
0.001% cumulative compulsorily convertible preference shares of INR 100/- each Series H
146,691 (31 December 2020: Nil, 31 March 2021: Nil, 31 March 2020: Nil, 31 March 2019: Nil) 14.70 - - - -
0.001% cumulative compulsorily convertible preference shares of INR 100/- each Series 1
425.02 353.99 353.99 391.72 391.72

 

 

320
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

i) Reconciliation of the equity shares outstanding at the beginning of the period/ year and at the end of the reporting period / year

 

 

 

 

Particulars Asat Asat Asat Asat Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019

No. of shares ‘Amount No.ofshares [ Amount | No.ofshares [ Amount | No.ofshares [ Amount | No. of shares Amount
|At the beginning of the period/year 16,67,930 16.33 9,74,952 9.75, 9,74,952 9.75 9,58,395, 9.58 958395, 9.58
|Add: Issued during the period /year 2,10,88,126 22.65 9,346 0.09 14,277 0.14 16,557 0.17 - -
|Add: Issued during the year (INR 1 Paid) - - : : 38,701 0.04 - : : :
Add: Amount called up during the period # - 0.35 - - - - - - - -
|Add: Conversion of cumulative compulsorily convertible
preference shares (Series G) * 1,16,103 1.16 6,40,000 6.40 6,40,000 6.40 6 * * *
|Add: Bonus shares issued during the period 1,76,18,927 176.19 - - - - - - - -
|Add: Equity shares arising on shares split from INR 10 to|
INR 1 per share ## 17,61,89,315, = = = = 2 > = 2 2
Outstanding at the end of the period/ year 21,66,80,400 216.68 16,24,298 16.24 16,67,930 16.33 9,74,952 9.75, 958,395, 9.58

 

 

 

 

 

 

# During the nine month period ended 31 December 2021, the company has called up and received money for 38,701 shares of INR 9 per share.
## On 29 September 2021, the company has sub divided equity shares having a face value of INR 10 each into 10 equity shares having a face value of INR 1 each.

Instruments entirely equity in nature (CCCPS - Series A, B, C, D, D1, E, F, H and I)

 

 

 

 

 

Particulars ‘As at ‘As at ‘As at ‘Asat ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
No. of shares ‘Amount No. ofshares | Amount | No.ofshares | Amount | No. ofshares | Amount | No. of shares ‘Amount
[At the beginning of the period / year
- Series A - - 2,91,667 2.92 2,91,667 2.92 2,91,667 2.92 - -
- Series B 2 21.77 4,48,719 44.87 4,48,719 44.87 4,48,719 44.87 - -
- Series C 3,65,310 36.53 4,78,434 47.84 4,78,434 47.84 4,78,434 47.84 - -
- Series D 6,53,551 65.36 6,53,551 65.36 6,53,551 65.36 6,53,551 65.36 - -
- Series D1 44,479 4.45 48,531 4.85 48,531 4.85 48,531 4.85 - -
- Series E 8,01,139, 80.11 8,01,139 80.11 8,01,139 80.11 8,01,139, 80.11 - -
- Series F 14,57,694 145.77 14,57,694 145.77 14,57,694 145,77 14,57,694 145.77 - -
Conversion of instrument entirely equity in nature *
- Series A - - - - - - - - 2,91,667 2.92
- Series B - - - - - - - - 4,48,719 44.87
- Series C - - - - - - - - 4,78,434 47.84
- Series D - - - - - - - - 6,53,551 65.36
- Series D1 - - - - - - - - 48,531 485
- Series E - - - - - - - - 8,01,139 80.11
issued during the period/ year
- Series F - - - - - - - - 14,57,694 145.77
- Series H 5,63,349 56.33 - - - - - - - -
- Series I 146,961 14.70 - - - - - - - -
Converted to equity shares during the period/year
- Series A - - (2,91,667) (2.92) (2,91,667)] (2.92) - - - -
- Series B - - (231,157) (23.10) (2,31,157) (23.10)| - - - -
- Series C - - (1,13,124)| (1.31) (1,13,124)] (L3n - - - -
- Series D1 - - (4,052)| (0.40)| (4,052)| (0.40) - - - -
Outstanding at the end of the period/ year 42,50,045| 425.02 | 35,39,735| 353.99| 35,39,735| 353.99 41,79,735| 391.72 41,79,735| 391.72|

 

 

 

 

 

 

 

 

 

 

 

 

 

* As per the terms and conditions of issue of CCCPS, Company had given a right to the holders of CCCPS to require the Company to buyback CCCPS held by investors at reasonable approximation of fair market value in the event
initial public offering (IPO) do not occur for specified period. The company assessed the probability of these rights and obligations leading to an outflow of cash or other resources, to be remote, However, based on terms of the
agreement and its evaluation under IND AS 32, the CCCPS had been classified as financial instrument in the nature of financial liability designated to be measured at fair value through profit or loss at each reporting period until these
CCCPS are converted into equity shares as per the conditions stated above.

Fair value of the instruments were determined based on discounted cash flow valuation technique using cash flow projections and financial projections/budgets approved by the management. Gain/loss on subsequent re-measurement
has been recognised through restated consolidated summary statement of profit and loss and is disclosed as “Fair value loss on financial instruments at fair value through profit or loss" of INR 14,806.64 Millions for the year ended 31
March 2019

During the year ended 31 March 2019, the terms and conditions in the shareholders’ agreement had been modified to not include the share buy-back clause w.e.f.20 December 2018. Accordingly as per the requirements of IND AS, the
company has extinguished the financial liability at the time of modification in terms amounting to INR 44,546.60 Millions and credited Instruments entirely equity in nature of INR 245.90 Millions and Securities Premium of INR
44,300.70 Millions (INR. 28,804.30 Millions pertaining to fair value changes and INR 15,496.40 Millions securities premium received in cash on issue of CCCPS in respective years) respectively. It has resulted into increase in
securities premium by INR 28,804.30 Millions on account of fair value changes and resulting in net balance of INR 73,947.70 Millions as at 31 March 2019.

 

ii) Terms and rights attached to equity shares
The company has only one class of equity shares having a par value of INR 10/- per share. Each holder of equity shares is entitled to one vote per share. 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 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.

321
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

 

‘Terms/rights attached to Instruments entirely equity in nature

‘The Company had issued 132,779 and 158,888 Series A Cumulative Compulsorily Convertible Preference Shares (‘CCCPS") of INR 10 each fully paid-up at a premium of INR 215.94 per share on 30 April 2012 and 01 November 2012
respectively, Series B - 448,719 CCCPS of INR 100 each fully paid-up at a premium of INR 680 per share on 26 September 2013, Series C - 478,434 CCCPS of INR 100 each fully paid-up at a premium of INR 2,164.20 per share on
09 September 2014, Series D - 653,551 CCCPS of INR 100 each fully paid-up at a premium of INR 7,650 per share on 08 May 2015, Series D1 - 48,531 CCCPS of INR 100 each fully paid-up at a premium of INR 9,959 per share on
17 October 2016, Series E - 640,911 , 160,228 CCCPS of INR 100 each fully paid-up at a premium of INR 10,747 per share on 22 March 17 and 17 May 2017 respectively and Series F 1,457,694 shares of INR 100 each fully paid at a
premium of INR 19,726 per share on 07 March 2019 and 29 March 2019 respectively and Series H 563,349 shares of INR 100 fully paid up at a premium of INR 35,555 per share on 31 May 2021 and Series I 146,961 shares of INR
100 fully paid up at a premium of INR 37,900 per share as on 02 September 2021.

These CCCPS will be converted into equity shares of the Company in the ratio of 1:1 at the earlier of:
(1) 19 years and 11 months from the date of issue of the respective CCCPS; or

(ii) if at any time after their issuance, the Company proposes to file a DRHP for a firmly underwritten issue of shares to the public, if the Shareholders of the Company have consented to the Qualified IPO under the provisions of the
agreement between the company and the holders of CCCPS.

Voting Rights
The Investor shall have right to vote pro-rata to their shareholding on “as if converted basis”

Liquidation
The holders of each series of Investor Securities (other than the Sale Shares) shall be entitled to be paid and otherwise receive distributions out of the Liquidation Proceeds, on a pari passu basis and prior to any payment or other
distribution to any holders of Equity Share

Rank
These CCCPS will be senior to the equity shares of the Group.

iv) Details of Shareholders holding more than 5% shares in the Company
Equity shares of INR 1 each fully paid up (31 December 2020: INR 10 each, 31 March 2021: INR 10 each, 31 March 2020: INR 10 each, 31 March 2019: INR 10 each)

 

 

‘Name of shareholder ‘Asat ‘As at ‘As at ‘As at As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
No. ofshares | %holding | No.ofshares | % holding | No.ofshares | % holding | No.ofshares | %holding| No.ofshares | % holding
Suraj Saharan 1,09,94,300 5.07%| 1,15,500 7.11% 1,14,000 6.83%| 1,19,500 12.26%| 1,28,199 13.38%
Mohit Tandon 1,16,64,200 5.38%| 1,17,642 7.24%| 1,16,642 6.99% 1,22,142 12.53%| 1,28,752 13.43%|
Kapil Bharti * 66,94,800 3.09%| 50,752 3.12% 54,092 3.24%| 50,752 5.21% 51,752 5.40%
Sahil Barua 1,34,95,875 6.23% 1,19,285 7.34%| 1,20,625 7.23% 1,27,285 13.06% 1,31,285 13.70%|
Multiples Private Equity Fund I Limited * * * 90,974 5.60% | 38,211 2.29% 1,45,159 14.89%| 2,70,153 28.19%
Internet Fund II Pre Ltd 1,80,44,800 8.33%| 1,80,448 11.11% 1,80,448 10.82% 1,80,448 18.51%| 1,80,448 18.83%|
(Canada Pension plan investment board 2,64,45,700 12.20% 2,64,457 16.28% 2,64,457 15.86% 93,304 9.57% * *
Alpine Opportunity Fund Il LP * 90,62,300 4.18% 90,623 5.58% 90,623 5.43% 62,904 6.45% a 2
Fedex express transportation and supply chain services (1)
Pvt. Ltd. 2,09,14,500 9.65% 5 = 7 = 2 a a 2
[Times Internet Limited 3,17,03,900 14.63% 3,71,569 22.88%! 3,71,569 22.28% i = = =

 

* Although percentage of holding is less than 5% in some of the periods reported above, the number of shares and percentage holding have been shown for comparison purpose

Instruments entirely equity in nature
Cumulative Compulsorily Convertible Preference Shares (CCCPS) of INR 10/- each ( Series A)

 

 

 

 

 

 

 

 

 

 

‘As at ‘As at ‘As at ‘Asat ‘As at
Name of shareholder 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
No. of shares | % holding | No.ofshares | % holding | No.of shares | _% holding
[Times Internet Limited - - - - - - 2,91,667 | __100.00% 2,91,667, 100.00%
Cumulative Compulsorily Convertible Preference Shares (CCCPS) of INR 100/- each ( Series B, C, D, D1, E, F, Hand I)
‘As at ‘Asat ‘As at ‘Asat ‘As at
Name of shareholder 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
No. of shares % holding | No.ofshares | % holding | No.ofshares | %holding | No.ofshares | %holding| No.ofshares | % holding
Times Internet Limited - - 55,020 1.55%| 55,020 1.55%} 1,97,017 5.07% 1,97,017 5.07%
Nexus Ventures III, Ltd. 5,73,968 13.50%| 5,73,968 16.21% 5,73,968 16.21% 5,73,968 14.76% 7,26,599 18.69%|
14,02,180 32.99%| 14,02,180 39.61%| 14,02,180 39.61% 14,15,933 36.42% 12,35,331 31.77%
internet Fund Ill PTE Ltd 1,98,489 4.67%| 1,98,489 5.61%| 1,98,489 5.61% 1,98,489 5.11% 6,66,473, 17.14%
Nexus Opportunity Fund Ltd 86,661 2.04%| 86,661 2.45% - - - - - -
CA Swift Investments 461,318 10.85%| 653,915, 18.47% 653,915 18.47% 6,53,915 16.82% 6,53,915 16.82%|
Deli. Cmf. Pte.Ltd, 68,790 1.62% 2,23,760 6.32% 2,23,760 6.32%| 2,23,760 5.76% 2,23,760 5.76%
Canada Pension plan investment board 1,74,358 4.10%| 1,74,358 4.93% 1,74,358 4.93%] 3,45,511 8.89%| - :

 

 

As per records of the Group, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of

Shareholding of promoters are disclosed as below:

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 31 March 2019
[Name of the Promoter No. of shares at |Change during the] No. of shares at
beginning of year year the end of year | % of total | % change during
shares the year

[Suraj Saharan) 1,28,199 = 1,28,199 13.38%| =
[Mohit Tandon 1,28,752 = 1,28, 752 13.43% =
[Kapil Bharati 51,752 = 51,752 5.40%| =
Sahil Barua 131,285 = 1,31, 285 13.70% =
[Bhavesh Kishor Manglani 28,502 = 28,502 2.97% =

 

With effect from 31 March 2020, the Group is professionally managed and have no promoters.

v) Shares reserved for issue under options
For details of shares reserved for issue under the employee stock option (ESOP) plan of the Parent Company, please refer note 37.

vi) The Parent Company had issued 38,701 equity shares of face value of INR 10/- each to certain individuals at an issue price of INR 18,965 per equity share (including premium of INR 18,955 per equity share). In accordance with the
terms of issue, INR 2,000 was received from the concerned allottees on application and shares were allotted, Further on 24 September 2021 company has received remaining issue money of INR 16,965 per share.

vii) During the nine month period ended 31 December 2021, the Parent Company had allotted bonus shares of 16,846,803 equity shares in the ratio of 9:1 held by the existing shareholders other than for cash consideration,

322
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

15 (b) Other equity
Asat Asat As at Asat Asat
Particulars 31 December 2021 __31 December 2020 31 March 2021 31 March 2020 31 March 2019
Securities Premium
Balance at the beginning of the period / year 74,306.86 74,069.68 74,069.68 73,947.68 929.24
Add: ESOPs exercised [transferred INR 1,523.61 Millions (31 December 2020: INR
68.76 Millions, 31 March 2021: INR 109.87 Millions, 31 March 2020: INR 109.38
Millions, 31 March 2019: Nil) from share based payment reserve] 41,787.24 20.79 128.87 135 .
Add: Premium on conversion of CCCPS from financial liability into instrument
entirely equity in nature - - - - 44,300.68
Add: Premium on issue of CCCPS - Series H and I 25,599.70 - - - 28,755.19
Add: Securities premium on equity issued during the period/ year 8,171.06 - 77.36 - -
Add Premium on conversion of preference share to equity share 4,138.45 31.35 31.35 - -
Less: Bonus shares issued during the period/ year (176.19) - - - -
Less: Share issue expense (169.17) (0.40) (0.40) (4.85) (37.43)
113,657.95 74,181.42 74,306.86 74,069.68 73,947.68
Share-based Payment Reserve
Balance at the beginning of the period / year 1,958.24 1,344.99 1,344.99 966.32 586.88
Add: ESOP expense on acquisition of subsidiary (refer note 34(a)) 106.70 - - - -
Add: Share based payment expense (refer note 37) 2,168.41 420.72 723.12 488.05, 379.44
Less: transferred to securities premium on exercise of stock options (4,523.61) (68.76) (109.87) (109.38) :
2,709.74 1,696.95 1,958.24 1,344.99 966.32
Retained earnings
Balance at the beginning of the period / year (48,279.41) (44,132.36) (44,132.36) (41,435.48) (23,462.16)
Ind AS 116 transition adjustment
(Refer Annexure VI, Part B) : : : 244.56 (140.28)
(48,279.41) (44,132.36) (44,132.36) (41,190.92) (23,602.44)
Add: Restated loss for the period / year (8,911.39) (2,974.93) (4,157.43) (2,689.26) (17,833.04)
Add: Re-measurement gains/(losses) on defined benefit plans * (25.71) 1.47 10.38 (7.62) (0.00)
Add: Effect of adoption of Ind AS 116 : - : (244.56) :
(67,216.51) (47,105.82) (48,279.41) (44,132.36) (41,435.48)
Items of other comprehensive income
Balance at the beginning of the period / year 11.96 20.28 20.28 3.01 7.60
Exchange differences on translating the financial statement of foreign operations (6.37) (14.69) (8.32) 17.27 (459)
5.59 5.59 11.96 20.28 3.01
Total reserve and surplus 59,156.77 28,778.14 27,997.65 31,302.59 33,481.53

* Value less than INR 1 Lakhs

Nature and purpose of Reserves

Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the
Companies Act, 2013.

Exchange differences on translating the financial statement of foreign operations
Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in accounting policy and accumulated in a separate reserve within equity. The
cumulative amount is reclassified to restated consolidated summary statement of profit and loss when the net investment is disposed-off.

Share based payment reserve
‘The share options based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

Retained Earning

Retained earnings are the loss that the Group has incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement (loss) /
gain on defined benefit plans, net of taxes that will not be reclassified to restated consolidated summary statement of Profit and Loss. 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.

323
 

Delhivery Limited (formerly known as Del
CIN No - U63090DL2011PLC221234
Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

ery Private Limited)

 

16. Borrowings

 

 

 

 

 

 

 

 

‘As at ‘As at ‘Asat ‘Asat ‘As at
Particulars 31 December 2021 31 December 202031 March 2021 31 March, 2020 31 March 2019

‘Non- current

Term loan

Vehicle loan from bank (Secured) (refer (i) below) 725.25, 305.12 265.95 363.84 97.39

Secured bank loan (refer (ii) below) 1,313.26 1,947.10 1,720.35, 1,298.93, 550.89
2,038.51 2,252.22 1,986.30 1,662.77 648.28

Less: Current maturities of long-term borrowings (1,033.23) (922.38) (855.05) (664.75) (292.08)
1,005.28 1,329.84 1131.25 998.02 356.20

Liability component of compound financial instruments

Compulsorily Convertible Preference Shares (refer (v) below) - - 184.84 = =
7,005.28 1,329.64 1,316.09 ‘998.02 356.20

Current

Secured *

Bill discounting facility from the Bank (refer (iii) below) 1,173.99 1,142.36 842.29 500.00 287.89

Bank overdraft repayable on demand (refer (iv) below) 495.31 - : 405.37, =
1,669.30 1,142.36 842.29 905.38 287.89

Add: Current maturities of long-term borrowings (refer above) 1,033.23, 922.38 855.05 664.75, 292.08

Total short term borrowings 2,702.53 2,064.74 1,697.34 1,570.13 579.97

Breakup of above:

Non-Current 1,005.28 1,329.84 1,316.09, 998.02 356.20

Current 2,702.53 2,064.74 1,697.34 1,570.13 579.97,
3,707.81 3,394.58 3,013.43 2,568.15 936.17,

 

 

(i) Vehicle loans carries interest 6.51% to 9.15% (31 December 2020: 8.00% to 9.35%, 31 March 2021: 8.7% to 9.15%, 31 March 2020: 8.5% to 9.20% , 31 March 2019 : 8.5% to 9.20%) per annum and are repayable in 35 equated monthly
instalments of INR 0.02 Millions (31 December 2020: INR 0.02 Millions, 31 March 2021: INR 0.02 Millions, 31 March 2020: INR 0.02 Millions, 31 March 2019: INR 0.02 Millions) to INR 0.27 Millions (31 December 2020: INR 0.27
Millions, 31 March 2021: INR 0.27 Millions, 31 March 2020: INR 0.08 Millions , 31 March 2019 : INR 0.07 Millions) along with interest. The loan is secured by hypothecation of respective vehicles.

 

   

Loan has been availed from HDFC Bank carrying interest rate @ One year MCLR+0.50% p.a ranging from 8.90% to 9.15% and are repayable in 35 equal instalments in which remaining instalment are Nil (31 December 2020: 11, 31
March 2021: 5 and 31 March 2020: 17 and 31 March 2019: 29) and 30 equated monthly instalments of INR. 11.23 Millions and INR 11.39 Millions along with interest respectively. The loan is secured by a first charge over certain of the
company’s movable property (not being pledge) and fixed deposits/Cash deposits.

 

Term loan amounts to INR 88.66 Millions was sanctioned to pursuant to the "Emergency Credit line Guaranteed Scheme" (ECLGS) of Government of India. The loan is to be repaid in 48 equal monthly instalment of Rs.1.85 Millions each
after moratorium period of 12 months from the date of disbursement. The repayment of loan will begin from 07 March 2022. The interest rate of 7.5% p.a (1 year MCLR + 0.25% subject to maximum of 9.25% p.a) is payable on a monthly
basis from the date of disbursement. This facility is covered by 100% guarantee from NCGTC (National Credit Guarantee Trustee Company Limited, Ministry of Finance, Government of India) and also secured by the extension of second
ranking charge over existing primary and collateral securities including mortgages created in favour of the Bank.

 

Further Loan has been availed from Axis Bank carrying interest rate @ one year MCLR+0.30% p.a. and one year MCLR+0.15% p.a. ranging 7.50% to 8.45% and are repayable in 48 equated monthly instalments in which remaining
instalments 14 (31 December 2020:26, 31 March 2021: 35, 31 March 2020: Nil, 31 March 2019: Nil) , 31 March 2020 of INR 20.83 Millions and INR 31.25 Millions plus interest thereon respectively. The loan is secured by a first charge
over certain of the company's movable property (not being pledge) and fixed deposits/Cash deposits

Term loan amounting to INR 40.00 Millions disclosed under Non current borrowings pursuant to "Emergency Credit line Guaranteed Scheme" (ECLGS) of Government of India, the bank sanctioned working capital term loan to the
Company. The loan was to be repaid in 47 equal monthly instalment of INR 8.33 Millions each after moratorium period of 12 months from the date of disbursement and the last instalment is INR 0.83 Millions. The repayment of loan will
begin from 31 December 2021. The interest rate of 7.50% p.a (1 year MCLR + 0.05%) payable on monthly basis from the date of disbursement. This facility is covered by 100% guarantee from NCGTC (National Credit Guarantee Trustee
Company Limited, Ministry of Finance, Government of India). Also secured second pari-passu charge on entire current assets and entire movable fixed assets of the Holding Company, both present and future.

(iii) Bill discounting facility has been availed from HDFC bank carrying floating rate of 3 Month MCLR plus interest of 0.55% ranging from 7.35% to 7.50% (31 December 2020: 3 months MCLR plus 0.55% ranging from 7.35% to 8.10%,
31 March 2021: 3 Months MCLR plus 0.55% ranging from 7.35% to 8.10%, 31 March 2020: 3 months MCLR plus 0.55% ranging from 8.30% to 8.85%, 31 March 2019 : 3 months MCLR plus 0.55% ranging from 8.5% to 9.50%). The
facility is on the bills underlying raised with the respective principals.

Further bill discounting facility has been availed from Axis bank carrying floating rate of interest of 3 months MCLR plus 0.40% ranging from 7.65% to 7.70% (31 December 2020: 7.35% to 8.10%, 31 March 2021: 7.70% to 7.85%). The
facility is on the bills underlying raised with the respective principal. The bill discounting is secured by lien on fixed depots /cash deposit.

(iv) Bank Overdraft (repayable on demand) is from HDFC Bank Limited. This is secured against margin money deposits. The bank overdraft is repayable on demand and carries floating rate of interest on Fixed Deposit plus 0.50%. The rate
of interest on FD is 3.75% (31 December 2020: 7.50%, 31 March 2021: 7.50%, 31 March 2020: 7.50% , 31 March 2019 : 6.50%).

Further, Bank Overdraft (repayable on demand) is from Axis Bank Limited. This is secured against margin money deposits. The bank overdraft is repayable on demand and carries floating rate of interest on Fixed Deposit plus 0.45%. The
rate of interest on FD is 7.65% till September 2020 and 4% from thereafter.

Cash credit and Working capital demand loans carry interest ranging between 7.60% to 9.65% per annum computed on a monthly basis on the actual amount utilised, and are repayable on demand.

(v) NIL (81 December 2020: Nil, 31 March 2021: 46,441, 31 March 2020: Nil, 31 March 2019: Nil) 0.001% Series G Cumulative Compulsorily Convertible Preference Shares (CCCPS), having a face value of INR 100/- (Rupees One
Hundred Only) each have been issued during the year ended 31 March 2020 at an issue price of INR 22,615; called and paid up INR 10/-,The rights exercised by the holder shall be in accordance with applicable laws i.e. exercisable to the
extent of amount paid up. The Board shall make calls upon the holders of the Series G CCCPS in respect of monies unpaid on the Series G CCCPS (whether on account of the nominal value of the shares or premium), as and when it deems
fit. After the Series G CCCPS are fully paid-up, it will convert into equity shares of the Company, based on the conversion ratio based on share price multiple of Series F price, upon occurrence of a liquidation event or listing of securities of
the Company on a recognized stock exchange.

  

Each Series G GCCPS holder shall have the right to vote on all matters considered at a general meeting of the shareholders of the Company
(@ which directly affect the rights attached to the Series G CCCPS;

(ii) in connection with the winding up of the Company;

(iii) in connection with the repayment or reduction of the equity or preference share capital of the Company

  

On September 24 2021 Series G CCPS has been converted into equity shares in ratio 2.5:1 accordingly 46,441 CCPS were converted to 1,16,103 Equity Share of INR 10 each fully paid up. Prior to conversion, fair value loss has been
recognised through restated consolidated summary statements of profit and loss and is disclosed as "Fair value loss on financial liability at fair value through profit and loss” of INR 2,997.40 and INR 91.95 Millions for the period ended 31
December 2021 and year ended 31 March 2021 respectively.

 

 

Unused line of credit
‘The below table provides the details of un-drawn cret

 

 

lit facilities that are available to the Group:

 

 

 

 

 

 

 

 

 

 

Asat Asat Asat Asat Asat
Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Secured Loan 1,477.75 1,450.00 3,450.00 595.43 850.00
Bill discounting 76.01 107.64 407.71 500.00 212.10
1,553.76 1,557.64 3,857.71 1,095.43 1,062.10
17. Trade Payables
Asat Asat Asat Asat Asat
Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Trade payables
Total outstanding dues of micro enterprises and small enterprises
(refer note 43 for details of due to micro and small enterprises) 38.38 16.64 20.52 797 oe
Total outstanding dues of creditors other than micro enterprises
and small enterprises* 7,799.53 4,963.02 4,401.78 2,725.53 1,605.92
7,837.91 4,979.66 4,422.30 2,733.50 1,606.53
Breakup of above-
Non-current 7 n: 1.10 24.75
Current 7,837.91 4,979.66 4,422.30 2,732.40 1,581.78
Total 7,837.91 4,979.66 4,422.30 2,733.50 1,606.53

 

 

For terms and conditions relating to related party payables, refer note 41
Trade payables are non-interest bearing and are normally settled on 0-60 days terms.
For explanations on the Group’s credit risk management processes, refer to note 39.

324
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL.2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)
‘Trade payable ageing Schedules for the year ended 31 March 2019, 31 March 2020, 31 March 2021 and for the nine month period ended 31 December 2020 and 31 December 2021:

 

 

Payable as at 31 March 2019 from the due date of payment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Unbilled Not due Less than 1 year 1-2 year 2-3 years ‘More the 3 years Total
() MSME, E z 0.61 = = = 0.61
(ii) Others 665.50 129.99 754.74 2351 17.64 1455 1,605.92
(iii) Disputed dues - MSME = = = = = = =
(iv) Disputed dues - Others = = = = = = =
665.50 129.99 755.35, 23.51 17.64 14.55 7,606.53
Payable as at 31 March 2020 from the due date of payment
Particulars Unbilled ‘Not due Less than 1 year 1-2 year 2-3 years ‘More the 3 years Total
(@ MSME = = 797 = = = 797
(ii) Others 1,252.40) 71.66 1,331.02 27.88 16.28 26.30 2,725.53
(iii) Disputed dues - MSME = = = = = = =
(iv) Disputed dues - Others = = = = = = =
1,252.40 71.66 1,338.98 27.88 16.28 26.30 2,733.50
Payable as at 31 March 2021 from the due date of payment
Particulars Unbilled ‘Not due Less than 1 year 1-2 year 2-3 years ‘More the 3 years Total
@ MSME = = 20.52 = = = 20.52
(ii) Others 2,841.70 54.37 1,394.49 53.41 18.82 39.00 4,401.78
(iii) Disputed dues - MSME = = = = = = =
(iv) Disputed dues - Others = = = = = = =
2,841.70 54.37 1,415.01 53.41 18.82 39.00 4,422.30
Payable as at 31 December 2020 from the due date of payment
Particulars Unbilled Not due Less than 1 year 1-2 year 2-3 years ‘More the 3 years Total
(@) MSME = 10.38 6.12 0.14 = = 16.64
(ii) Others 3,009.05 1,062.04 784.94 42.50 21.37 43.12 4,963.02
(iii) Disputed dues - MSME = = = = = = =
(iv) Disputed dues - Others = = = = = = =
3,009.05 1,072.42 791.06 42.64 21.37 43.12 4,979.66
Payable as at 31 December 2021 from the due date of payment
Particulars Unbilled Not due Less than 1 year 1-2 year 2-3 years ‘More the 3 years Total
(@ MSME, 3.34 18.25 13.85) 2.94 = = 38.38
(ii) Others 4,316.48 2,018.57 1,262.70 110.13 38.58 53.06 7,799.52
(iii) Disputed dues - MSME = = = = = = =
(iv) Disputed dues - Others = = = = = = =
4,319.82 2,036.82 1,276.55 113.07 38.58 53.06 7,837.90
18. Other financial liabilities
Particulars As at Asat Asat Asat As at
31December 2021 31 December 202031 March 2021 31 March 2020 31 March 2019
Capital creditors 707.95, 352.39 375.66 315.20 75.60
Interest accrued and not due on borrowings 12.76 14.27 1.59 8.32 3.75
Employee benefits payable 343,79 590.02 586.95 450.39 324.02
Security deposits 173.53 125.61 131.69 84.27 23.47
Employee welfare fund * 19.14 28.13 14.18 28.31 13.09
Amount payable, collected on behalf of the customers 192.85 242.91 195.68 210.41 243.95,
1,450.02 1,353.33 1,305.75. 1,096.90 683.88
Breakup of the above:
Current
Capital creditor 707.95, 352.39 375.66 315.20 75.60
Interest accrued and not due on borrowings 12.76 14.27 1.59 8.32 3.75
Employee benefits payable 343,79 590.02 586.95 450.39 324,02
Security deposits 173.53 125.61 131.69 84.27 23.47
Employee welfare fund 19.14 28.13 14.18 28.31 13.09
Amount payable, collected on behalf of the customers 192.85 242.91 195.68 210.41 243.95,
1,450.02 1353.33 1305.75 1,096.90 683.88

 

 

* The Employee Welfare Fund (EWF) is a fund to which both employee and employer contributes. The Employee Welfare Committee of the Company handles the EWF that is used to provide benefits to employees.

325

 
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

19. Provisions

 

Particulars

Asat
31 December 2021

‘As at
31 December 2020

‘Asat
31 March, 2021

Asat
31 March 2020

‘Asat
31 March 2019

 

Provisions for employee benefits

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisions for gratuity (refer note 36) 428.07 220.38 225.15 171.86 108.92
Provisions for compensated absences 164.39 107.62 110.78 95.89 64.52
592.46 328.00 335.93, 267.75 173.44
Other provisions
Provision for asset retirement obligation 6.58 491 4.90 1.99 2.96
599.04 332.91 340.83, 269.74 176.41
Breakup of above-
Non-current
Provisions for gratuity (refer note 36) 399.97 209.67 214.26 164.13, 105.94
Provision for asset retirement obligation 6.58 491 4.90 1.99 2.96
406.55 214.58 219.16 166.12 108.90
Current
Provisions for gratuity (refer note 36) 28.10 10.71 10.89 773 2.98
Provisions for compensated absences 164.39 107.62 110.78 95.89 64.52
192.49 118.33 121.67, 103.62 67.50
Asset retirement
obligation
As at 01 April 2018 2.70
Arising during the year 0.26
Utilised during the year -
As at 31 March 2019 2.96
Arising during the year -
Utilised during the year (0.97)
As at 31 March 2020 1.99
Arising during the period 2.92
Utilised during the period -
As at 31 December 2020 491
As at 01 April 2020 1.99
Arising during the year 2.97
Utilised during the year (0.06)
As at 31 March 2021 4.90
Arising during the period 1.68
Utilised during the period
As at 31 December 2021
20. Other current liat
Asat Asat Asat Asat As at

Particulars

31 December 2021

31 December 2020

31 March, 2021

31 March, 2020

31 March, 2019

 

Others

~ Advance from customers
Statutory dues

~ Withholding tax payable

- Provident fund payable

~ Employee's state insurance payable

- Professional tax payable

~ Labour welfare fund payable

~ Goods & service tax payable

 

374.27 150.69 171.81 38.00 49.14
588.18 110.00 138.07 132.06 83.86
60.89 48.79 49.60 39.15 29.48
5.84 447 4.48 3.97 4.42
7.01 458 5.80 3.27 2.37
0.14 0.18 0.14 o.11 ot
6.16 - 1.00 3.52 =
1,042.49 318.71 370.90 220.08 169.38

 

 

326
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

22. Other income

 

 

 

Particulars Forthenine month For thenine month For the yearended For the year ended _ For the year ended
period ended period ended

31 December 2021 __31 December 2020 31 March 2021, 31 March 2020 31 March 2019
Finance income
Interest income on
- Bank deposits at amortised cost 159.35 428.80 537.01 688.75, 229.91
- Non-current investments 264.85 471.84 593.47 306.38 21.44
- Current investments - < 421.41 55.03
- Inter-corporate loans at amortised cost . - “ Bul 3.67
~ Income tax refund 28.14 g 19.88 - 9.27
- Unwinding of discount on security deposits paid at amortised cost 84.84 84.91 105.63 39.80 20.22
Total finance income (A) 537.18 985.55, 1,255.99 1,459.45 339.54

 

Other non operating income
Net gain on mutual funds:

 

 

- Fair value gain on investment at fair value through profit or loss 192.14 385.24 325.01 133.50 10.07

- Net gain on sale of current investments 151.98 100.81 100.81 394.80 24.74
Profit on disposals of property, plant and equipment 3.85 2.41 2.95 - 0.47
Net gain on sale of non -current investments 22.50 - - - -
Rent waiver on lease liabilities - 33.80 33.80 - -
Credit balance written back 33.55 27.91 66.83 48.83 -
Gain on modification / termination of lease contracts (refer note 38) 36.86 79.26 99.76 - 7.28
Miscellaneous income 30.70 11.95 32.49 43.96 27.67
Total other non-operating income (B) 471.58 641.08 661.65 621.09 70.23
Total other income (A+B) 1,008.76 1,626.63 1,917.64 2,080.54 409.77

 

 

328
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements

(All amount in INR Millions unless otherwise stated)

21. Revenue from contract with customers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Forthenine month For thenine month For the yearended For the year ended _ For the year ended
period ended period ended
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Sale of services
Revenue from services* 46,230.56 26,350.52 36,354.38 27,748.25, 16,538.97
Sale of goods
Revenue from sale of traded goods 1,874.74 88.14 110.89 57.50 «
48,105.30 26,438.66 36,465.27 27,805.75, 16,538.97
includes
Revenue from Express Parcel services 29,587.59 18,830.38 25,505.15, 19,288.56 13,730.73
Revenue from Part Truck Load services 8,639.64 2,770.08 3,841.61 2,306.50 1,402.21
Revenue from Truck Load services 1,853.34 1,327.44 2,141.29 3,659.33 -
Revenue from Supply chain services # 3,505.92 2,702.04 3,900.58 2,149.22 1,320.09
Revenue from Cross Border services 2,637.85 719.57 963.63 344.30 85.94
Others 6.22 1.01 DAE. 0.34 -
46,230.56 26,350.52 36,354.38 27,748.25 16,538.97,
# Revenue from supply chain services includes revenue from warehousing services and revenue from end-to end services.
Timing of rendering of services
Particulars Forthenine month For thenine month Fortheyearended _ For the year ended _ For the year ended
period ended period ended
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Revenue from services
Services rendered over time 46,230.56 26,350.52 36,354.38 27,748.25 16,538.97
46,230.56 26,350.52 36,354.38 27,748.25 16,538.97
Revenue from sale of traded goods
Goods transferred at a point in time 1,874.74 88.14 110.89 57.50 :
1,874.74 88.14 110.89 57.50 :
48,105.30 26,438.66, 36,465.27 27,805.75, 16,538.97,

 

 

Reconciliation of revenue recognised in the restated consolidated summary statement of profit and loss with the contracted price

 

 

 

 

 

 

 

For thenine month Fortheninemonth For the yearended For the year ended _ For the year ended
period ended period ended

Particulars 31December 202131 December 2020 31 March 2021 31. March 2020 31 March 2019
Revenue as per contracted price 48,817.05 26,967.99 37,781.17 28,327.69 17,013.47
Less: Credit note (711.75) (529.33) (1,315.90) (521.94) (474.50)

48,105.30 26,438.66 36,465.27 27,805.75 16,538.97
Contract balances
The following table provides information about receivables, contract assets and contract liabilities from customers
Asat Asat Asat Asat Asat

Particulars 31December 202131 December 2020 31 March 2021 31 March 2020 31 March 2019
“Trade Receivables (Unconditional right to consideration) 8,917.91 7,558.62 5,945.82 6,013.31 2,146.50
Contract assets (refer note 1 below) 6,797.75 3,995.34 3,668.22 2,748.43 1,414.26
Contract liabilities (refer note 2 below) 374.27 150.69 171.81 38.00 49.14

1. The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to the receivables when the

rights become unconditional.

Unbilled receivables during the nine month period ended 31 December 2021, 31 December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019 were as follows:

 

 

 

Particulars ‘As at Asat As at As at As at
31December 202131 December 2020 31 March 2021 31 March 2020 31 March 2019
Opening balance 3,668.22 2,748.43, 2,748.43 1,414.26 988.93
Add: Contract asset created during the period/ year 6,797.75 3,995.34 3,668.22 2,748.43 1,414.26
Less: Contract asset billed during the period / year (3,668.22) (2,748.43) (2,748.43) (1,414.26) (988.93)
6,797.75 3,995.34 3,668.22 2,748.43 1,414.26

 

2. Contract liability 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 period either
in full or in parts. Contract liabilities are recognized evenly over the period of service, being performance obligation of the Group.

Changes in advances from customers during the nine month period ended 31 December 2021, 31 December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019 were as

 

 

 

Particulars As at Asat As at As at As at
31December 202131 December 2020 31 March 2021 31 March 2020 31 March 2019
Opening balance 171.81 38.00 38.00 49.14 48.10
Add: Revenue deferred 304.14 198.50 235.77 53.56 1.04
Less: Revenue received during the period / year (68.13) (57.90) (35.04) (15.87) -
Less Written back during the period / year (33.55) (27.91) (66.94) (48.83) 3
Closing balance 374.27 150.69 171.81 38.00 49.14

 

327
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

23, Freight, handling and servicing cost
For the nine month For the nine month For the year ended For the year ended _For the year ended
period ended period ended
Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Line haul expenses 16,734.06 9,449.61 13,276.94 10,926.37 4,687.81
Contractual manpower expenses 5,289.73 3,622.08 4,727.92 4,027.79 2,822.62
Vehicle rental expenses 9,355.54 4,840.07 6,800.53 4,225.26 2,692.16
Rent 1,064.06 820.26 1,038.38 1,048.80 740.75
Security expenses 570.48 439.80 584.77 441.01 383.07
Power, fuel & water charges 839.61 563.71 724.70 803.05 630.23
Packing material 121.68 93.08 122.82 116.99 290.03
Stores and spares 208.67 111.47 141.60 80.35 50.77
Lost shipment expense (net) 602.53 316.99 363.16 168.34 209.39
34,786.36 20,257.07 27,780.82 21,837.96, 12,506.83
24. Purchase of traded goods
Fortheninemonth  Forthenine month  Fortheyearended For the year ended For the year ended
period ended period ended
Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Purchases 1,750.22, 79.73 102.08 57.69 :
1,750.22 79.73 102.08 57.69, -
25. Change in inventory of traded goods
For the nine month For the nine month For the year ended For the year ended _‘For the year ended

period ended

period ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Inventory at the beginning of the period / year - - - - -
Inventory at the end of the period 28.75 : : - :
Increase in inventory (28.75) - - - -
26. Employee benefit expense
For the nine month For the nine month For the year ended For the year ended _For the year ended
period ended period ended
Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Salaries, wages and bonus ** 6,846.32 3,506.33 4,788.55 3,870.49 2,683.40
Contribution to provident and other funds * 286.91 218.53 278.95 263.93 184.82
Share based payment expense (refer note 37) 2,168.41 420.72 723.12 488.05 379.44
Gratuity expenses (refer note 36) 78.38 60.76 81.82 65.95, 42.98
Staff welfare expenses 346.28 181.55 236.79 220.52 155.75
9,726.30 4,387.89 6,109.23 4,908.94 3,446.39
* Defined contribution plan
** During the period ended 31 December 2021, the above amount includes INR 1,784.00 Millions towards one time bonus paid to eligible employees of the Group.
27. Finance costs
For the nine month For the nine month For the year ended For the yearended _For the year ended
period ended period ended
Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Interest at amortised cost
- to banks 128.51 105.01 150.10 81.98 70.20
- bill discounting 51.05 32.18 47.89 28.56 24.64
-Interest on lease liabilities (refer note 38) 574,39 498.42 683.05 377.99 257.41
- to others 0.76 0.32 0.65 0.24 2.40
Others
-Bank Charges 7.58 3.46 4.58 3.41 3.48
762.29 639.39 886.27 492.18 358.13
28. Depreciation and amortization expense
For the nine month For the nine month For the year ended For the year ended _For the year ended
period ended period ended
Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Depreciation on property, plant and equipment (refer note 3) 1,493.92 1,081.03 1,567.32 1,321.94 895.76
Amortization on intangible assets (refer note 4) 699.25 53.81 76.56 83.82 38.01
Depreciation on right-of-use assets (refer note 38) 1,688.58 1,410.97 1,902.32 1,150.15 766.28
3,881.75 2,545.81 3,546.20 2,555.91 1,700.05

 

 

329
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

29, Other expenses

 

 

 

 

 

 

 

 

For the nine month For the nine month For the year ended For the year ended _For the year ended
period ended period ended

Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019

‘Allowances for recoverable from third party agent 6.64 32.33 47.92 72.07 -
Rates and taxes 32.66 49.37 78.50 79.39 9.81
Business development expenses 66.38 12.49 15.92 18.89 1.48

Repairs & maintenance

- Building 113.78 80.89 108.31 102.71 94.48
- Computers 22.86 7.59 8.50 9.61 11.62
- Others 255.71 161.40 219.14 141.26 137.40
Allowances for doubtful debts 892.47 762.82 894.78 447.91 275.40
Bad debts written off 1.51 4.44 4.45 11.06 36.10

Other advances written off 10.90 - - - -
Payment gateway charges 32.69 24.42 26.58 23.18 7.33
Cash management service charges 286.90 148.20 240.32 145.78 79.99
Housekeeping expenses 248.85 200.56 264,23 206.37 160.36
Allowances for doubtful advances 7.64 4114 47.53 9.48 7.55
Travelling and conveyance 454.54 213.31 293.20 260.80 181.79

Intangible under progress written off - - 47.39 - -

Loss on disposal of property, plant and equipment 2 s : 8.08 x

Inventory written off - - - 75.62 -
Communication cost 174.18 129.91 150.70 178.28 188.03
Software and technology expense 1,007.99 601.01 782.60 613.48 412.11
Fair value loss on financial instruments at fair value through profit or loss zs s : = 92.95
Legal and professional fees 336.14 86.16 127.95 101.94 55.67
Audit fees 19.79 12.61 17.59 10.26 8.75
Director's remuneration (refer note 41) 21.24 20.24 27.07 26.44 26.37
Printing and stationery 62.99 41.18 56.30 62.24 59.19

Assets written off 2.05 - - 0.26 -
Insurance expense 52.77 33.04 40.05 22.33 18.09
Recruiting expenses 41.62 14.83 22.09 13.69 16.65

Foreign exchange loss (net) 18.00 9.08 10.37 3.46 -
Miscellaneous expenses 55.65 30.01 79.00 77.04 82.62
4,225.95 2,717.03 3,610.49 2,721.63 1,963.74

30. Exceptional Items
Particulars For thenine month Fortheninemonth  Fortheyearended  Forthe year ended For the year ended
period ended period ended

31 December 2021 31 December 2020 31 March 2021 31. March 2020 31 March 2019

~ Allowance for doubtful debts* : 413.30 413.30 : :

: 413.30 413.30 : =

 

 

“During the nine month period ended 31 December 2020 and year ended 31 March 2021, the management has recorded allowance for doubtful debt of INR 413.30 Millions, in view of its anticipated non-
recoverability in near future primarily due to business restrictions imposed by regulators in India on certain customers. In view of this unprecedented event, the management has considered it to be outside of the
ordinary course of business and accordingly disclosed it as “Exceptional” in the restated consolidated summary statements.

31. Earning per share

Basic EPS amounts are calculated by dividing the loss for the period / year attributable to equity holders 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 EPS computations.

 

 

Particulars For thenine month  Fortheninemonth _ Fortheyearended For theyearended For the year ended
period ended period ended
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019

Restated loss attributable to equity holders of the Group (8,911.39) (2,974.92) (4,157.43) (2,689.26) (17,833.04)
Weighted average number of equity shares in calculating basic EPS * 58,02,97,217 51,59,08,764 51,62,14,100 51,50,18,800 37,76,44,900
Weighted average number of equity shares in calculating diluted EPS 58,02,97,217 51,59,08,764 51,62,14,100 51,50,18,800 37,76,44,900
Face value of equity shares (INR) 1.00 1.00 1.00 1.00 1.00
Basic loss per share (INR) (15.36) (8.77) (8.05) (6.22) (47.22)
Diluted loss per share (INR) (15.36) (8.77) (8.05) (6.22) (47.22)

* There are potential equity shares as on 31 December 2021, 31 December 2020, 31 March 2021, 31 March 2020 and 31 March 2019 in the form of stock options issued. As these are antidilutive, they are
ignored in the calculation of ‘diluted earnings per share and accordingly the diluted earnings per share is the same as basic earnings per share.

The weighted average number of shares takes into account the weighted average effect of changes in cumulative compulsorily convertible preference shares during the period / year.

On 27 September 2021, the Company issued bonus shares in the ratio of 9:1 to the existing equity shareholders. Further, appropriate adjustments, to the conversion ratio of outstanding Cumulative Compulsorily
Convertible Preference Shares (CCCPS) has been made and the conversion ratio accordingly stands adjusted to 10:1 i.e. 10 Equity Shares of INR 10/- each for every 1 CCCPS of INR 100/- each held by such

CCCPS holder, pursuant to such bonus issuance.

On 29 September 2021, the Company has sub divided equity shares having a face value of INR 10 each into 10 equity shares having a face value of INR 1 each. Further, appropriate adjustments, to the
conversion ratio of outstanding Cumulative Compulsorily Convertible Preference Shares (CCCPS) has been made to reflect the impact of such sub-division.

The impact of the above has been considered in the calculation of Basic and Diluted Loss per share.

330
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

32. Income taxes

‘The major components of income tax expense for the nine month period ended 31 December 2021, 31 December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019:

Particular Asat Asat Asat
31 December 2021 31 December 2020___31 March 2021
Current income tax:

Asat
31 March 2020

Asat
31 March 2019

 

 

In respect of current period 100.49 - - 1.24 -
Deferred tax:

In respect of current period (176.55) - - - -
‘Tax expense recognised in restated consolidated summary statement of profit
and loss (76.06) - - 1.24 -
Income tax recognised in other comprehensive income

Deferred tax arising on expense or income recognised in OCI (1.38) = = - =
Total (77.44) = = 124 =

 

Reconciliation of tax expense and the accounting profit multiplied by India's domestic tax rate for the nine month period ended 31 December 2021, 31 December 2020 and year ended 31

March 2021 and 31 March 2020 and 31 March 2019

Asat Asat Asat
31.December 2021 31 December 202031 March 2021

Asat
31 March 2020

Asat
31 March 2019

 

  

 

 

 

 

Accounting profit before income tax (8,987.45) (2,974.92) (4,157.43) (2,688.02) (17,833.04)
At Indias statutory income tax rate of 31.2% (31 December 2020: 31.20% , 31 (2,797.05) (879.41) (1,297.12) (838.66) (5,563.91)
March 2021: 31.2%, 31 March 2020: 31.2%, 31 March 2019: 31.2%, )
Effect of different tax rates in foreign Jurisdiction - - 60.49 (3.14) 0.24
‘Tax in foreign jurisdiction (12.53) (48.76) - - -
Other non-deductible items (10.64) 57.43 (1.22) (26.05) 4,702.38
Losses on which deferred taxes not recognised 1,866.93, 193.99 194.15 218.35, 438.26
Unabsorbed depreciation on which deferred taxes not recognised 464.32 295.15, 266.10 233.86 153.18
Other temporary differences on which deferred taxes utilised - - - - -
Other temporary differences on which deferred taxes not recognised 407.42 381.61 827.60, 416.88 269.85
Difference in rates 5.49 = = = =
Income tax expense reported in the restated consolidated summary statement of (76.06) (0.0000000) - 1.24 -
profit and loss
Deferred taxes
Deferred tax assets / (liabilities) recognised as at 31 December 2021
Particular Asat Acquired through Recognised in Recognised in Asat
01 April 2021 business combination restated restated other 31 December
consolidated comprehensive 2021
summary statement income
of profit and loss credit / (charge)
credit / (charge)
Deferred tax assets
Provision for employee benefits - 29.01 8.14 (1.38) 35.76
Provision for doubtful debts - 31.39 492 - 36.31
Property, plant and equipment - 22.83 2.19 - 25.02
Borrowings - (0.00) (0.00) - (0.00)
Leases Liabilities - 36.74 3.94 - 40.68
Share based payment expenses - 20.12 (2051) - (0.39)
Security deposits - (8.00) 7.37 - (0.63)
Deferred tax liabilities
Goodwill - (128.30) 22.66 - (105.64)
Intangible assets - (913.91) 147.84 - (766.07)
Deferred tax liabilities = (910.12) 176.55 (1:38) (734.97)

 

Deferred tax assets / (liabilities) not recognised

As at nine month period ended 31 December 2021, 31 December 2020 and for the year ended 31 March 2021, 31 March 2020 and 31 March 2019, 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 created.

Particulars Asat Asat Asat
31 December 2021 31 December 2020 31 March 2021

Asat
31 March 2020

Asat
31 March 2019

 

Deferred tax liability

 

 

 

Impact on business combination 4,324.78 58.18 58.18 58.18 51.13
Deferred tax assets
Deductible Temporary Difference 1,214.56 1,832.28 1,989.92 1,139.11 336.49
Brought Forward losses 3,889.69 2,004.29 2,027.96 1,799.85, 1571.54
Unabsorbed Depreciation 1,378.68 942.35, 914.36 647.23 411.82
6,482.93 4,778.92 4,932.24 3,586.19 2,319.85

Recognised in books Nil Nil Nil Nil Nil
‘Maturity period of brought forward losses for which no deferred tax are recognised in the restated consolidated summary statements:
‘Year of expiry Asat Asat Asat Asat Asat

31 December 2021 31. December 202031 March 202131 March 2020__31 March 2019
2020-2021 - 3.02 3.02 3.02 3.02
2021-2022 - 10.34 10.34 10.34 10.34
2022-2023 7.01 7.01 7.01 7.01 7.01
2023-2024 7.44 7.44 7.44 7.44 -
2024-2025 540.29 537.63, 540.29 494.07 494,07
2025-2026 630.61 614.87 614.87 614.87 614.87
2026-2027 442.15, 442.15, 442.15, 442.15 442.15
2027-2028 219.73, 219.73 219.73, 219.73, -
2028-2029 178.99 160.80 178.99 - -
2029-2030 1,862.74 - - - -
No expiry period 0.73 1.30 4.12 1.22 0.08
‘Maturity period of unabsorbed depreciation for which no deferred tax are recognised in the restated consolidated summary statements:
Year of expiry Asat As at Asat Asat Asat

31 December 2021 31 December 202031 March 202131 March 2020__31 March 2019
No expiry period 1,378.68, 942.35 914.36 647.23 411.82

331
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

33. Significant accounting judgements, estimates and assumptions
‘The preparation of the restated consolidated summary statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements
In the process of applying the accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the restated
consolidated summary statements:

Estimates and assumptions
‘The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the
restated consolidated summary statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or
circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

Share-based payments
Employees of the Group receive remuneration in the form of share based payment transactions, whereby employees render services as consideration for equity instruments (equity-
settled transactions). In accordance with the Ind AS 102 Share Based Payments, the cost of equity-settled transactions is measured using the fair value method. The cumulative
expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate
of the number of equity instruments that will ultimately vest. The expense or credit recognized in the restated consolidated summary statement of profit and loss for a period represents
the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense.

Defined benefit plans (gratuity benefits)
‘The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various
assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the
complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. Alll assumptions are reviewed at each
reporting period.

‘The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated, the management considers the interest rates of government
bonds in currencies consistent with the currencies of the post-employment benefit obligation.

‘The mortality rate is based on publicly available mortality table . The mortality table tend to change only at interval in response to demographic changes. Future salary increases and
gratuity increases are based on expected future inflation rates.

Further details about gratuity obligations are given in note 36.

Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the restated consolidated summary statement of assets and liabilities cannot be measured based on quoted
prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where
possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and
volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Lease

‘The lease payments shall include fixed payments, variable lease payments, residual value guarantees and payments of penalties for terminating the lease, if the lease term reflects the
lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the
carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed
lease payments.

‘The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of
interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in
a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available or when they need
to be adjusted to reflect the terms and conditions of the lease . The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to
make certain entity-specific estimates.

Useful Life of property, plant and equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and impairment loss, if any. Such cost includes the cost of replacing part of the plant and equipment.
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 inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and
maintenance costs are recognised in profit or loss as incurred.

Capital work in progress is stated at cost, net of accumulated impairment loss, if any.

Depreciation on all property plant and equipment are provided on a written-down value method based on the estimated useful life of the asset. The management has estimated the
useful lives and residual values of all property, plant and equipment and adopted useful lives based on management's assessment of their respective economic useful lives. The residual
values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Depreciation on
the assets purchased during the year is provided on pro-rata basis from the date of purchase of the assets. An item of property, plant and equipment and any significant part initially
recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on Derecognition of the asset (calculated
as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the restated consolidated summary statement of profit and loss when the asset
is derecognised.

332
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

Loss allowance on trade receivables:
Provision for expected credit losses of trade receivables and contract assets. The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The
provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, customer type and rating, and
coverage by letters of credit and other forms of credit insurance). The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the
matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions (i.e., gross domestic product) are expected to
deteriorate over the next year which can lead to an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At every reporting date, the
historical observed default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates,
forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s
historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The information about the ECLs on the
Group’s trade receivables and contract assets is disclosed in Note 7. The Group considers a financial asset in default when contractual payments are 90 days past due. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding
contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows

Impairment of Goodwill:
‘The Company estimates the value-in-use of the cash generating unit (GU) based on the future cash flows after considering current economic conditions and trends, estimated future
operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rate used
for the CGU’s represent the weighted average cost of capital based on the historical market returns of comparable companies.

Business combinations
During the nine month period ended 31 December 2021, 31 December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019, the Group had made an acquisition
of business (refer note 34 (a), (b), (c), (d), (@)). The assets acquired were recognized at fair value at the date of acquisition. Goodwill was recognized as the remaining portion of the
purchase price that was not allocated to the acquired assets as part of the purchase price allocation. To determine the fair values of individual assets acquired including property, plant
and equipment, non-compete and customer relationships, complex valuation models based on assumptions were used. This measurement was dependent on estimates of future cash
flows as well as the cost of capital applied.

Impairment of investments in subsidiaries
‘The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is indication for impairment. If the recoverable amount is
less than its carrying amount, the impairment loss is accounted for.

Deferred taxes
Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward
of unused tax credits and unused tax losses can be utilized. Deferred income tax liabilities are recognised for all taxable temporary differences.

333
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

34 (1). Business combinations

34 (a) Acquisition during the nine month period ended 31 December 2021

Acquisition of Spoton Logistic Private Limited Private Limited (‘Spoton’)

The group acquired 100% investment in Spoton Logistics Private limited (Company engaged in the domestic road business and Air business) for a
consideration of INR 15,216.02 millions vide share purchase agreement dated 29 July 2021. Post the completion of acquisition Spoton logistics
limited has become 100% subsidiary of Delhivery Limited w.e.f 24 August 2021.

Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of (‘Spoton’) as at the date of assets acquisition 23 August 2021 were:

Balance recognised

on acquisition

 

Assets
Technology & software 300.67
Customer relationship 1,367.90
Vendor relationships 309.50
Right of use assets 818.60
Goodwill 688.73
Brand 1,014.50
Property, plant and equipment 191.59
Intangible assets under development 15.81
Other financial assets 790.02
Other assets 103.33
Tax assets (net) 285.06
Cash and cash equivalents * 1,236.04
Other Bank balance 6.51
Trade receivables 1,796.15
Deferred Tax 3.78
8,928.19
Liabilities
Borrowing 3,339.54
Lease liabilities 920.21
Provisions 103.27
Trade payables 1,189.29
Other liabilities 322.26
Deferred tax liabilities on intangible assets 913.91
6,788.48
Identifiable net asset at fair value 2,139.71
Goodwill arising on acquisition 13,076.31
Total Purchase consideration 15,216.02

* Includes amount of INR 8.15 Millions on conversion of ESOPs to equity shares held by existing employees of Spoton Logistics Private Limited post
acquisition date and which were subsequently acquired by Delhivery Limited (formerly known as Delhivery Private Limited).

The goodwill of INR 13,076.24 Millions comprises the value of expected synergies arising from the acquisition.

If the acquisition had taken place at the beginning of the year, revenue from continuing operations would have been higher by INR 3,601.18 Millions
and the losses before tax from continuing operations for the Group from "Spoton" would have been higher by INR 281.46 Millions.

From the date of acquisition, "Spoton" has contributed INR 1,009.85 Millions of revenue* and INR 27.23 Millions of loss* to the loss before tax from
the operations of the Group.

* Before inter- company elimination.

Purchase consideration

Cash consideration paid 15,109.28
Portion of market based measure of Spoton share-based payments scheme attributable to pre-combination service * 106.74
Total Purchase consideration 15,216.02

* The Group acquired Spoton Group for consideration of INR 15,216.02 Millions on 24 August 2021. The consideration includes INR 15,109.28
Millions paid in cash and INR 106.74 Millions discharged through replacement of ESOP awards to select ESOP holders of Spoton Group as part of
the obligations undertaken by Delhivery Limited (formerly known as Delhivery Private Limited) as per the contractual arrangement entered between
the parties upon the acquisition.

Analysis of cash flows on acquisition:
Payment towards acquisition of business (included in cash flow from investing activities) 15,109.28
Net cash used in acquisition 15,109.28

All other disclosures as required under IND AS 103 are as follows:

i) There were no contingent consideration arrangements entered into with the acquiree,

ii) no contingent liabilities have been recognised,

iii) there are no such transactions that are recognized separately from the acquisition of assets and assumption of liabilities in the business
iv) the above business combination is not a bargain-purchase,

v) the above business combination is not achieved in stages,

vi) Goodwill is not tax deductible.

334
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

34 (b) Business transfer agreement with Delhivery Freight Services Private Limited during the year ended 31 March 2021

During year ended 31 March 2021 business transfer agreement has been executed on 01 October 2020 (‘the BTA’) between Delhivery Limited
(formerly known as Delhivery Private Limited) (DPL) and Delhivery Freight Services Private Limited (DFSPL), pursuant to provisions of the
Companies Act , 2013 (“the Act”) and rules framed thereunder.

DPL agreed to transfer convey and deliver to DFSPL , the Full Truck Load Business (FTL) Business (as defined hereinafter) as a going concern on a
slump sale basis (as defined in Section 2(42C) of the Income Tax Act, 1961) for a lump sum consideration of INR 91.20 Millions without values being
assigned to individual assets and liabilities.

FTL business means the business of providing freight services.

There is no impact of the business transfer on the restated consolidated summary statements.

34 (c) Acquisition during the year ended 31 March 2021

Acquisition of Primaseller Inc ("Primaseller")

The group entered into an agreement dated 20 February 2021 with Primaseller Inc. (primaseller) in India, for asset purchase arrangement along with
employing all such employees who wanted to be employed with the Group at a total purchase consideration of INR 35.00 Millions. The management
has assessed and accounted for this transaction as business combination based on the following facts:

- Primaseller acquired can be integrated with Group's available input and processes i.e. tech platform, logistic business etc to generate output in the
form of revenue.

PrimaSeller product acquisition enables SME retailers (target customers) manage their orders and inventory easily through a common platform.
thereby in order to explore this platform Group has acquired the same.

Assets acquired
The fair values of the identifiable assets of Primaseller as at the date of acquisition 20 February 2021 were:
Balance recognized
on acquisition

Assets

Technology 34.92
Goodwill 0.08
Purchase consideration 35.00

The goodwill of INR 0.08 Millions comprises the value of expected synergies arising from the acquisition.

Purchase consideration
Cash consideration paid 35.00
Total Purchase consideration 35.00

Analysis of cash flows on acquisition:
Payment towards acquisition of business (included in cash flow from investing activities) 35.00
Net cash used in acquisition 35.00

All other disclosures as required under IND AS 103 are as follows:

i) There were no contingent consideration arrangements entered into with the acquiree,

ii) no contingent liabilities have been recognised,

iii) there are no such transactions that are recognized separately from the acquisition of assets and assumption of liabilities in the business
iv) the above business combination is not a bargain-purchase,

v) the above business combination is not achieved in stages,

vi) Goodwill is not tax deductible.

335
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

 

34 (d) Acquisition during the year ended 31 March 2020

Acquisition of Roadpiper Technologies Private Limited ("Roadpiper)
‘The Group entered into an business transfer agreement with Roadpiper Technologies Private Limited on 23 January 2020 to transfer the business to the
Group at a total purchase consideration of INR 36.30 Millions.

 

Assets acquired and liabilities assumed
‘The fair values of the identifiable assets of Roadpiper as at the date of acquisition 23 January 2020 were:
Balance recognised
on acquisition

Assets

Property, plant and equipment 0.26
Working capital 1.24
Technology 12.20
Goodwill 22.60
Purchase consideration 36.30

‘The goodwill of INR 22.60 Millions comprises the value of expected synergies arising from the acquisition.

If the acquisition had taken place at the beginning of the year, revenue from continuing operations would have been higher by INR 150.20 Millions and
the losses before tax from continuing operations for the Group from "Roadpiper" would have been higher by INR 25.60 Millions.

From the date of acquisition, "Roadpiper” has contributed INR 10.40 Millions of revenue* and INR 6.50 Millions of loss* to the loss before tax from the
operations of the Group.

* Before inter- company elimination.
Purchase consideration

Cash consideration paid
Total Purchase consideration

 

Analysis of cash flows on acquisition:

Payment towards acquisition of business (included in cash flow from investing activities) 36.30
Net cash flow used in acquisition 36.30

Alll other disclosures as required under IND AS 103 are as follows:
i) There were no contingent consideration arrangements entered into with the acquire,

ii) no contingent liabilities have been recognised,

iii) there are no such transactions that are recognized separately from the acquisition of assets and assumption of liabilities in the business combination,
iv) the above business combination is not a bargain-purchase,

v) the above business combination is not achieved in stages,

vi) Goodwill is not tax deductible.

336
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

 

34 (e) Acquisition during the year ended 31 March 2019

Acquisition of Aramex India Private Limited (‘Aramex’)
‘The Group entered into an asset purchase agreement with Aramex India Private Limited (‘Aramex’) on 27 February 2019 to purchase the assets, along
with employing all such employees who wanted to be employed with the Group at a total purchase consideration of INR 265.40 Millions.

 

Assets acquired and liabilities assumed
‘The fair values of the identifiable assets and liabilities of (‘Aramex’) as at the date of assets acquisition 27 February 2019 were:

Balance recognised

Assets

Property, plant and equipment
Customer relationship

Non compete

Goodwill

Total Purchase consideration

 

‘The goodwill of INR 163.8 Millions comprises the value of expected synergies arising from the acquisition.

Purchase consideration
Cash consideration paid 265.40
Total Purchase consideration 265.40

Analysis of cash flows on acquisition:
Payment towards acquisition of business (included in cash flow from investing activities) 265.40
Net cash used in acquisition 265.40

 

 

All other disclosures as required under IND AS 103 are as follows:
i) There were no contingent consideration arrangements entered into with the acquire,

ii) no contingent liabilities have been recognised,

iii) there are no such transactions that are recognized separately from the acquisition of assets and assumption of liabilities in the business combination,
iv) the above business combination is not a bargain-purchase,

v) the above business combination is not achieved in stages,

vi) Goodwill is not tax deductible.

337
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

34 (2). Asset acquisitions

34 (i) Assets acquisition during the nine month period ended 31 December 2021

Fedex Express Transportation and Supply Chain Services (India) Private Limited (‘Fedex’)

As on 15 July 2021, the Group has entered into assets purchase agreement with Fedex Express Transportation and Supply Chain Services (India)
Private Limited and Tnt India Private Limited, via tri-party agreement. Approval from Completion Commission of India (CCI) had been received as
on 23 November 2021 and consideration of INR 1,864.27 Millions has been transferred to Fedex as on 04 December 2021.

Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of (‘Fedex’) as at the date of assets acquisition 23 November 2021 were:

Balance recognised

on acquisition

Assets

Computers/Servers 28.19
Office Equipment 104.30
Furniture and Fixtures 9.78
Vehicles 216.19
Plant and Equipment 4.59
Leasehold Improvements 44.48
Land and building 61.93
Software 0.42
Non - compete 180.61
Customer relationship 488.87
Others 724.90
Total Purchase consideration 1,864.27
Less: Provision for termination benefit (Employee actuarial liability) (34.80)
Add: Security Deposits (assets) 19.20
Net consideration paid 1,848.67

Purchase consideration

Cash consideration paid 1,848.67
Add: Provision for termination benefit (Employee actuarial liability) 34.80
Less: Security Deposits (assets) (19.20)

7

 

Total Purchase consideration

Analysis of cash flows on acquisition:
Payment towards acquisition of business (included in cash flow from investing activities) 1,848.67
Net cash used in acquisition 1,848.67

34 (ii) Asset acquisition during the nine month period ended 31 December 2021

Delhivery Robotics LLC and Transition Robotics LLC

The Group has entered into assets purchase and transfer agreement with Delhivery Robotics LLC and Transition Robotics Inc, via agreement dated 17
November 2021 for the purchase consideration of USD 5 Lakhs i.e. INR 37.19 Millions (Exchange rate as on 17 November 2021: USD/ INR. 74.37).

Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of Delhivery Robotics LLC and Transition Robotics Inc as at the date of assets acquisition 17
November 2021 were:

Balance recognised
on acquisition
Assets
Computers/Servers 37.19

Purchase consideration
Cash consideration paid
Total Purchase consideration

 

Analysis of cash flows on acquisition:
Payment towards acquisition of business (included in cash flow from investing activities)
Net cash used in acquisition

 

338
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

35. Interest in Associates

‘The Group has a 28.58% interest in Leucon Technology Private Limited, an associate involved in the business of data processing,
The Group’s interest in Leucon Technology Private Limited is accounted for using the equity method in the restated consolidated summary statements. Summarised financial information of the
associates, based on its summary statements, and reconciliation with the carrying amount of the investment in restated consolidated summary statements are set out below:

Summarised balance sheet as at:

 

 

 

 

 

 

 

 

 

 

As at As at As at
Particulars 31December 202131. December 2020 -31.March 202131. March 2020__31. March 2019

Current assets, including cash and cash equivalents Nil (31 December 2020: INR
12.30 Millions, 31 March 2021: INR 9.40 Millions, 31 March 2020: INR 3.80
Millions, 31 March 2019: INR 5.60 Millions) . 31.30 35.30 50.40 53,00
Non-current assets - 1.50 1.70 1.50 2.20
Current liabilities - (12.40) (12.80) (20.30) (7.60)
Non - Current liabilities : : - : (0.10)
Equity : 20.40 24.20 31.60 47.50
Proportion of the Group’s ownership 28.58% 28.58% 28.58% 28.58% 28.58%
Group share in equity - 5.83 6.92 9.03 13.58
Carrying amount of the investment - - - - -
Summarised statement of profit and loss
Revenue from contract with customers 80.60 40.20 55.90 98.00 75.70
Other income 0.30 5.00 6.20 5.40 4.50
Total income (1) 80.90 45.20 62.10 103.40 80.20
Cost of materials consumed 16.40 33.50 44.90 95.80 66.20
Employee benefits expense 10.70 15.50 20.50 14.80 10.80
Finance costs 22.60 0.10 0.30 0.10 0.30
Depreciation and amortization expense - - - 0.90 1.40
Other expenses 2.40 2.90 3.40 7.20 7.80
Total expenses (II) 52.10 52.00 69.10 118.80 86.50
Loss before tax (I-II) 28.80 (6.80) (7.00) (15.40) (6.30)
‘Tax expense

Deferred Tax 0.10 : (0.10) (0.10) 0.20
Net loss after tax 28.90 (6.80) (7.10) (5.50) (6.10)
Proportion of the Group’s ownership 28.58% 28.58% 28.58% 28.58% 28.58%
Restated Group’s share of profit for the period / year 8.26 (1.94) (2.03) (4.43) (1.74)

‘The Group had no contingent liabilities or capital commitments relating to its interest in Leucon Technology Private Limited as at 31 December 2021, 31 December 2020, 31 March 2021, 31 March

2020 and 31 March 2019.

On 19 November 2021 Board has approved "Surrender of Rights Agreement" with Leucon Technology Private Limited and its promoters for surrender of control rights of the company in Leucon for a
consideration of INR 22.50 Millions and execution of share purchase agreement for transfer of 5 Equity shares of INR 10 each and 4,653 preference shares of INR 10 each of the Leucon held by the

company for consideration of INR 3.10 Millions.

The carrying value of investment in the associate is nil, hence Group's share of loss not reported in restated consolidated summary statements.

339
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL.2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

36. Gratuity plan

‘The Group has a defined benefit gratuity plan. The gratuity plan of India is governed by the Payment of Gratuity Act, 1972, Under the Act, employees who are in continuous service of five years are entitled to specific benefit. The level of benefits provided depends on the

employees length of service and salary at retirement age. The gratuity plan is an unfunded plan and the Group does not make contribution to recognised funds.

‘The following tables summarize the components of net benefit expense recognized in the restated consolidated summary statement of profit and loss and amounts recognized in the restated consolidated summary statement of assets and liabilities for the Gratuity:

 

 

 

 

 

 

 

 

 

 

 

 

 

As at ‘As at ‘Asat As at Asat
Benefit liability 31December 2021 31 December 2020 31March 2021 31March2020___31 March 2019
Opening defined benefit obligation 225.15 171.86 171.86 108.92 B74
Interest cost 14.78 23.84 11.88 8.22 5.36
Current service cost 63.60 36.92 69.94 57.73 37.62
Benefits paid (18.17) (14s) (18.15) (10.63) (2.80)
Acquisition of Subsidiary 117.15 - - - -
‘Actuarial (gain) loss on obligation 25.56 (0.79) (10.38) 7.62 0.00
Closing defined benefit obligation 428.07 220.38 225.15 171.86 108.92
Expense recognised in the restated consolidated summary statement of profit and loss
Gratuity cost for the period’ year For the nine month  Forthenine month For the year ended For the year ended _ For the year ended

period ended period ended 31March 2021 = 31March2020 31 March 2019

31 December 2021 31 December 2020

Current service cost 63.60 36.92 69.94 57.73 37.62
Interest cost 14.78 23.84 11.88 8.22 5.36
Net gratuity cost 78.38 60.76. 81.82 65.95, 42.98
‘Remeasurement (losses) / gains in other comprehensive income For the nine month For thenine month For the year ended For the year ended _ For the year ended

period ended period ended 31 March 2021 = 31March2020 31 March 2019

31 December 2021 31 December 2020

‘Actuarial changes due to Demographic Assumption changes in Defined benefit obligation 0.34 7 < ~ ~
Actuarial changes arising from changes in financial assumptions 10.66 (5.50) (0.52) (1431) 2.84
Experience adjustments (35.33) 6.97 10.90 6.69 (2.84)
Amount recognised in OCI (24.33) 147 10.38 (7.62) 3

 

 

Actuarial assumptions

 

 

‘As at ‘Asat ‘Asat As at Asat
31December 2021 31 December 2020 31 March 2021.31 March 202031 March 2019
Discount rate 7.06% 655% C.76% 6.78% 7.56%
Salary growth rate 7.00% 7.00% 7.00% 7.00% 7.00%
Morality IALM (2012-14) IALM 2012-14) [ALM (2012-14) IALM (2012-14) JALM 2006-08
ultimate ultimate ultimate ultimate ultimate
Attrition rate
Upto 30 years 15.00% 15.00% 15.00% 15.00% 15.00%
Between 31 and 44 years 7.00% 7.00% 7.00% 7.00% 7.00%
Above 44 years 2.00% 2.00% 2.00% 2.00% 2.00%
‘Normal retirement age 60 years 60 years 60 years 60 years 60 years

Discount rate: The discount rate is based on the prevailing market yields of Indian government securities as at the reporting date for the estimated term of the obligations.
Salary escalation rate: The estimates of future salary increases considered taking into account the inflation, seniority, promotion and other relevant factors.

Attrition rate: The estimate of future employee tumover

A quantitative sensitivity analysis for significant assumption as at 31 December 2021, 31 December 2020, 31 March 2021, 31 March 2020 and 31 March 2019 is as shown below:

 

 

Particulars 31 December 202131 December 2020 _31March 202131 March 2020 31 March 2019 31 December 202131 December 2020 31 March 2021-31 March 202031 March 2019
Sensitivity level Discount rate increase by 0.5% Discount rate decrease by 0.5%

Impact on defined benefit obligation (21.16) 3.41) (13.56) (10.36) (6.28) 23.51 14,89 15.05 11.50 6.95
Sensitivity level Future salary increase by 0.5% Future salary decrease by 0.5%

Impact on defined benefit obligation 21.65, 13,74 14.00 10.53 6.43 (19.95) (1258) (12.83) (9.67) 6.92)

‘The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

‘The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 11.32 years (31 December 2020: 11.29 years, 31 March 2021: 11.36 years, 31 March 2020: 11.26 years ,31 March 2019: 11.11 years)

‘The following payments are expected contributions to the defined benefit plan in future years:

 

 

31 December 2021 31 December 2020 31 March 2021 31 March 2020
Within next 12 months (next annual reporting period) 24.66 10.63 10.89 8.04
Between 2 and 5 years 104.34 57.82 59.87 47.79
More than 5 years 580.67 297.86 312.64 248.73

340

 
 

Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

37, Share-based payments
General Employee Share-option Plan (GESP): Delhivery Employees Stock Option Plan, 2012

The Group provides share-based payment schemes to its employees. During the nine month period ended 31 December 2021 three employee stock option plan (ESOP) was in existence. The relevant details of the scheme and the grant are as below:
‘On 28 September 2012 the board of directors approved the Delhivery Employees Stock Option Plan, 2012 for issue of stock options to the key employees and directors of the Group. According to the Scheme 2012, it applies to bona fide confirmed and who are in whole
time employment of the Group and as decided by the board of directors of the Group or appropriate committee of the board constituted by the board from time to time. The options granted under the Scheme shall vest not less than one year and not more than four years from
the date of grant of options. Once the options vest as per the Scheme, they would be exercisable by the Option Grantee at any time and the equity shares arising on exercise of such options shall not be subject to any lock-in period.

Delhivery Employees Stock Option Plan - Il, 2020.
The plan has been formulated and approved on 25 January 2021 by the Board of Directors (“Board”) and approved on 01 February 2021 by the shareholders of Delhivery Limited (formerly known as Delhivery Private Limited) (the “Group”). The Plan shall be deemed to
hhave come into force on 01 February 2021 and shall continue to be in force until - (i its termination by the Board; or (i) the date on which all of the options available for issuance under the plan have been exercised.

TThe options granted under the plan shall vest as per the schedule determined by the Board / ESOP committee. Vesting of options shall be subject to continued / uninterrupted employment with the Group and completion of a minimum period of 1 year from the date of the
grant of the options and shall vest on the basis of the Group achieving the valuation thresholds (being the multiple of the share price of the Series F round of investment in the group).

Any remaining unvested options (that have not vested in accordance with above) shall automatically lapse.
The vesting date or conditions for vesting shall be specified in the option agreement or grant letter between each eligible employee and the Group, unless determined otherwise by the Board / ESOP committee from time to time.

Delhivery Employees Stock Option Plan I11, 2020
The Plan has been formulated and approved on 25 January 2021 by the Board of Directors (“Board”) and approved on 01 February 2021 by the shareholders of Delhivery Limited (formerly known as Delhivery Private Limited) (the “Group”). The plan shall be deemed to
hhave come into force on 01 February 2021 and shall continue to be in force until - (i) its termination by the board; or (ii) the date on which all of the options available for issuance under the plan have been exercised.

The options granted under the plan shall vest as per the schedule determined by the Board / ESOP Committe. Vesting of options shall be subject continued / uninterrupted employment with the Group and completion of a minimum period of 1 year from the date ofthe
grant ofthe options and shall vest atthe discretion ofthe Board / ESOP Commitee on the basis of the performance of the Group or any other transformative event as decided by the Board ESOP Committee, Any remaining unvested options that have not vested in
accordance with this sub-clause shall automatially lapse. The vesting date or conditions for vesting shall be specified inthe option agreement or grant letter between each eligible employee and the Group, unless determined otherwise by the Board / ESOP Committee from
Delhivery Employees Stock Option Plan IV, 2021

The Plan has been formulated and approved on 24 September 2021 by the Board of Directors (“Board”) and approved on 29 September 2021 by the shareholders of Delhivery Limited (the “Group”). The Plan shall be deemed to have come into force on 29 September 2021
and shall continue tobe in force until - (i its termination by the Board; or (i) the date on which all ofthe Options available for issuance under the Plan have been Exercised

The Options granted under the Plan shall vest as per the schedule determined by the Board / ESOP Committee. Vesting of Options shall be subject to continued / uninterrupted employment with the Group and completion of a minimum period of 1 year from the date of the
stant of the Options and shall vest at the discretion of the Board / ESOP Committee on the basis of the performance of the Group or any other transformative event as decided by the Board / ESOP Committee. Any remaining unvested Options that have not vested in
accordance with this sub-clause shall automatically lapse. The Vesting Date or conditions for vesting shall be specified in the Option Agreement or grant letter between each Eligible Employee and the Group, unless determined otherwise by the Board / ESOP Committee
from time to time.

‘Movements during the period / year

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the period / year:

General Employee Share-option Plan (GESP): Delhivery Employees Stock Option Plan, 2012

 

 

 

 

 

 

 

 

 

 

 

 

As at ‘As at ‘As at As at ‘As at ‘As at ‘Asat ‘As at ‘AS at ‘As at

Particulars 31.December 2021 | 31 December 2021 | 31 December 2020 | _31 December 2020 31 March 2021, 31. March 2021 31 March 2020 | 31March 2020 | 31 March 2019 | 31 March 2019

‘Number WAEP ‘WAEP ‘Number WAEP ‘Number WAEP Number WAEP

[Opening balance 232,420 1,852.00 1,735.00 PELEEL 1,735.00 2,07,756 1,362.00 7,50,085) 1,153.84
[Granted during the period / year 68,499 1,439.19) 17,020 2,985.00 29,525 2,985.00 52,124 2,985.00 70,325, 1,854.00,
Forfeited during the period / year (7.438) 2,701.08 (6,750) 2,586.00 018) 2,605.00 (8.985) 1,931.00 (22,658)| 1,623.00)
[Cancelled during the period / year = : (6,248) 3,000.00 (8,248) 2,985.00 7 5 : :
[Exercised during the period / year 73,626) 152842, (0,346) 1,305.00) (04,277) 1,340.63 (16.557)| 383.99 5 5
[Outstanding at period / year end 119,855, 2,031.61 228,014 1,792.00 1,852.00 234,338 1,735.00 207,756 1,362.00
[Exercisable at period / year end 119,855, 2,031.61 2,28,014 1,792.00) 1,852.00 2.34338 1,735.00 2,07,756 1,362.00

 

 

Delhivery Employees Stock Option Plan - Il, 2020.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

Asat Asat ‘Asat Asat ‘Asat ‘Asat ‘Asat ‘Asat Asat Asat
Particulars 31.December 2021 | 31 December 2021 | 31 December 2020 | _31 December 2020 31 March 2021, 31. March 2021 31 March 2020 | 31March 2020 | 31 March 2019 | 31 March 2019
‘Number 'WAEP ‘Number ‘WAEP ‘Number "WAEP ‘Number "WAEP ‘Number WAEP
[Opening balance 77,402 INR 10 : i 7 zi : : 5 =
[Granted during the period / year - “ : : Tae TNR 10 : : 7 7
Forfeited during the period / year : “ : : : - : : : :
[Cancelled during the period / year : = = = 2 : : = - :
[Exercised during the period / year = 5 = = z 3 : : - :
[Outstanding at period / year end 77,402 INR 10 E = 77A02 INR 10 7 zi = 7
[Exercisable at period / year end 7,402 INR 10 : : z 3 = : : :
Delhivery Employees Stock Option Plan 111, 2020
Asat Asat ‘Asat ‘Asat ‘Asat ‘Asat ‘Asat Asat Asat ‘Asat
Particulars 31December 2021 | 31 December 2021 | 31 December 2020 | _31 December 2020 31 March 2021, 31. March 2021 31 March 2020 | 31March 2020 |_31 March 2019 | 31 March 2019
‘Number ‘WAEP ‘Number 'WAEP ‘Number "WAEP ‘Number "WAEP ‘Number WAEP
[Opening balance 10,500 INR 10 z = : zi z z 5 2
[Granted during the period / year 705; INR 10 : INR 10 = Z : z
Forfeited during the period / year = x : = : - = Z = 2
[Cancelled during the period / year = - E zi 5 3 z z 5 z
[Exercised during the period / year zi u Z = = = z z 5 z
[Outstanding at period / year end 88,205 INR 10 Z z 10,500 INR 10 zs z = z
[Exercisable at period / year end 188,205 INR 10 z : = = zs z = z
Delhivery Employees Stock Option Plan IV, 2021
As at Asat Asat ‘Asat ‘Asat Asat As at Asat Asat Asat
Particulars 31December 2021 | 31 December 2021 | 31 December 2020 | _31 December 2020 31 March 2021, 31.March 2021 31 March 2020 | 31March 2020 | 31 March 2019 | 31 March 2019
‘Number 'WAEP ‘Number "WAEP ‘Number "WAEP ‘Number "WAEP Number ‘WAEP

 

[Opening balance z Z : 7 z z z S z z
[Granted during the period / year 76,000, INR 100 5 7 : z

Forfeited during the period / year z 5

[Cancelled during the period / year 5 : 7 7 7 : :
[Exercised during the period / year :

[Outstanding at period / year end 76,000, INR 100 i 7 : : zi 7 7
[Exercisable at period / year end 76,000 INR 100) z : 7 : : i : :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The weighted average remaining contractual life for the stock options outstanding as at 2.83 years (31 December 2020: 1.25 years, 31 March 2021: 1.25 years, 31 March 2020: 2.55 years, 31 March 2019: 2.97 years).

 

The range of exercise prices for options outstanding at the endl of the period / year is INR 10 to INR 2,985 (31 December 2020: INR 225.94 to INR 2,985, 31 March 2021: INR 225.94 to INR 2,985 , 31 March 2019: Rs 225.94 to INR 2,985, 31 March 2019: INR 225.94 to

INR 2,985),
The weighted average fair value ofthe option granted during the period / year is INR 24,903 (31 December 2020: INR 18,255.00, 31 March 2021: INR 18,240.47, 31 March 2020: INR 15,265.48, 31 March 2019: INR 11,219.22)

Total expense arising from share based payment transaction for the period / year is INR 2,168.41 Millions (31 December 2020: INR 420.72 Millions, 31 March 2021: INR 723.12 Millions, 31 March 2020: INR 488.05 Millions, 31 March 2019: INR 379.44 Millions)

The following tables list the inputs to the models used for the various plans for the nine month period / years ended 31 December 2021, 31 December 2020, 31 March 2021, 31 March 2020 and 31 March 2019, respectively

341
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII- Notes to the Restated Consolidated Summary Statements

(All amount in INR Millions unless otherwise stated)

General Employee Share-option Plan (GESP): Delhivery Employees Stock Option Plan, 2012

 

 

 

 

 

 

Asat ‘Asat Asat ‘Asat As at
Particulars 31 December 202131 December 2020 31. March 2021 31 March 2020 31 March 2019
Expected volatility (%) 53.50% 51.00% 51.00% 38.00% 38.00%
Risk-free interest rate (%) 4.60% 3.80% 3.80% 6.5% & 6.7% 6.90%
Expected life of share options 4t0 8 years 410 5 years 410 5 years 410 5 years 4t0 5 years
‘Weighted average share price (INR ) 2,031.61 1,913.00 1,852.00 1,735.00 1,362.00

Black Scholes Option Black Scholes Option ‘Black Scholes Option Black Scholes Black Scholes

Pricing Model Pricing Modet Pricing Model Option Pricing Option Pricing
Model used Model Model
Delhivery Employees Stock Option Plan - Il, 2020.

Asat Asat Asat Asat Asat
Particulars 31December 202131 December 2020 31. March 2021 31 March 2020 31. March 2019
Expected volatility (%) “45.1% - 48,00% = 5,196 48,009 = =
Risk-free interest rate (96) 3.35% = 3.35% x 2
Expected life of share options 317 2 347 . .
Weighted average share price (INR ) 10.00 2 10.00 : :
Model used Monte Carlo = Monte Carlo simulation é é
Delhivery Employees Stock Option Plan 111, 2020

Asat Asat Asat Asat Asat
Particulars 31December 202131 December 2020 31. March 2021 31 March 2020 31 March 2019
Expected volatility (%) 45.196 - 48% 45, 196- 48.00% * 7
Risk-free interest rate (%) 3.35% - 3.35% * .
Expected life of share options 317 . 317 z .
‘Weighted average share price (INR ) 10,00 2 10.00 2 :
Model used Monte Carlo = Monte Carlo simulation : :

(On 14 December , 2021, the Group changed the vesting for the employee share options granted in February 2021 under Scheme III rom milestone based vesting to milestone & time based vesting. The fair value of the options at the date of the modification was determined
to be Rs, 294.6 Millions . The fair value on account of said modification has reduced by Rs. 470.1 Millions as per provisions of Ind AS 102, the Group shall continue to account for the services received as consideration for the equity instruments granted as if that
‘modification had not occurred. Accordingly, the expense for the original option grant will continue to be recognised as if the terms had not been modified. Further, the expense for time based vesting has been recognised as an expense over the period from the modification
date to the end of the reduced vesting period. The fair value of the modified options was determined using the same models and principles as described above, with the following model inputs:

 

 

 

 

 

 

[Particulars (Unie [Value
Effective’ Valuation date December 14, 2021

[Common stock value RS. share, 380]
[Exercise price Rs. share, 19
Volatility 9% o7]
[Risk free rate 9% 0.0352|

 

 

 

 

 

Delhivery Employees Stock Option Plan IV, 2021
During the nine month period ended 31 December 2021, Company has granted 76,00,000 stock options convertible into Equity Shares out of which vesting of 25,00,000 stock options is time based and 51,00,000 is milestone based. Vesting of these options is dependent
upon the listing of the company on recognized stock exchange therefore, ESOP expense pertaining to these options will recognized in books after listing of company.

TThe expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the 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.

342
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

38. Leases

a) First time adoption of Ind AS 116- Leases

Effective 01 April 2019 the Group adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing on 01 April 2019 using the modified retrospective method and has taken the cumulative
adjustment to retained earnings on the date of initial application. Consequently, the company recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and
the right to use asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but discounted at the lessee’s incremental borrowing rate at the date of initial application.

For the purpose of preparing restated consolidated summary statement, Ind AS 116 has been applied using modified retrospective method with effect from 01 April 2018.

‘The following is the summary of practical expedients elected on initial application:
1. The use of hindsight, such as in determining the lease term if the contract contains options to extend or terminate the lease.

2. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

3. The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment
made applying Ind AS 17 and Appendix C to Ind AS 17, determining whether an arrangement contains a lease.

4. Applied the practical expedient for not to separate the non-lease components from lease components, and instead account for both lease and non-lease components as single lease component.
‘The weighted average incremental borrowing rate applied to lease liabilities as at 01 April 2018 is multiple discount rate based on the portfolio of leases

0 - 36 months - 8.75%
37-72 months - 8.95%
73 months & Above - 9.00%

‘The difference between the lease obligation recorded as of 31 March 2018 under Ind AS 17 and the value of the lease liability as of 01 April 2018 is primarily on account of inclusion of extension and termination
options reasonably certain to be exercised, in measuring the lease liability in accordance with Ind AS 116 and discounting the lease liabilities to the present value under Ind AS 116.

The effect of adoption of Ind AS 116 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars As at As at As at As at As at

31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Balance Sheet
Assets
Non-current assets
Right-of-use assets 8,487.29 8,027.33 7,828.04 4,781.14 2,975.12
Total assets 8,487.29 8,027.33 7,828.04 4,781.14 2,975.12
Equity
Retained Earnings : : - : (244.56)
Total equity = - 5 - (244.56)
Liabilities
Lease liabilities 9,124.12 8,318.81 8,155.60 4,978.31 3,169.65
Total liabilities 9,124.12 8,318.81 8,155.60 4,978.31 3,169.65
Income Statement
Depreciation and amortisation - Depreciation of Right-of-use asset 1,688.58 1,410.97 1,902.32 1,150.15 766.28
Freight handling and servicing cost - Rent (1,945.64) (1,548.39) (2,118.60) (1,299.51) (877.89)
Finance cost - Interest on lease liabilities 574,39 498.42 683.05 377.99 257.41
Other income - Gain on termination of lease contracts (36.86) (79.26) (99.76) - (7.28)
Other income - Rent waiver on lease liabilities - (33.80) (33.80) - -
Stamp duty expenses : : (2.58) (4.60) :

280.47 247.94 330.63 224,03 138.52

Statement of cash flows (increase/(decrease))
Impact on Profit and Loss (280.47) (247.94) (330.63) (224.03) (138.52)
Depreciation on right-of-use assets 1,688.58 1,410.97 1,902.32 1,150.15 766.28
Interest Cost 574,39 498.42 683.05 377.99 257.41
Gain on termination of lease contracts (36.86) (79.26) (99.76) - (7.28)
Rent waiver on lease liabilities (33.80) (33.80) - -
Stamp duty expenses - e (2.58) (4.60) :
Cash generated from operations (A) 1,945.64 1,548.39 2,118.60 1,299.51 877.89
Payment of principal portion of lease liabilities (1,371.25) (1,049.97) (1,435.55) (921.44) (620.48)
Interest on lease liabilities (574.39) (498.42) (683.05) (378.07) (257.41)
Net cash outflows from financing activities (B) (0,945.64) (1,548.39) (2,118.60) (1,299.51) (877.89)

 

 

Net increase in cash and cash equivalents during the period / year (A+B) : = z z =

 

There is no material impact on other comprehensive income or the basic and diluted loss per share.

343
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:

 

 

 

Particulars Asat Asat Asat Asat Asat
31 December 2021 31 December 2020 31 March, 2021 31 March, 2020 31 March, 2019
Less than one year 2,919.51 2,261.70 2,266.70 1,507.50 996.50
One to four years 6,113.25 5,566.49 5,355.80 3,457.10 2,303.90
More than four years 2,600.95 2,967.53 2,763.10 1,197.40 699.30
Closing balance 11,633.71 10,795.72 10,385.60 6,162.00 3,999.70

 

‘The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases for 31 December 2021 was INR 1,064.06 Millions (31 December 2020: INR 820.26 Millions, 31 March 2021: INR 1,038.38 Millions, 31 March, 2020: INR 1,048.80

Millions, 31 March 2019: INR 740.75 Millions)

* The Group has applied practical expedient in Indian Accounting Standard (Ind AS 116) notified vide Companies (Indian Accounting Standards) Amendment Rules,2020 by Ministry of Corporate Affairs (MCA’)
on 24 July 2020 to alll rent concessions received as a direct consequence of COVID-19 pandemic. Accordingly, the Group recognized an amount of Nil (31 December 2020: INR 33.80 Millions and 31 March 2021:
INR 33.80 Millions) as other income (refer note 22) during the period ended 31 December 2020 and year ended 31 March 2021.

345
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

b) Group as lessee
‘The Company has lease contracts for lease of building pertaining to office premises, warehouse, hubs; having a lease term ranging from 3-9 years.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period / year:

Amount
As at 01 April 2018 1,966.71
Additions 1,809.05,
Deletions (34.36)
Depreciation (766.28)

 

As at 31 March 2019 2,975.12
Ind AS 116 transition adjustments (refer Annexure VI)
As at 01 April 2019

    

Additions 2,956.17
Deletions “
Depreciation (4,150.15)
As at 31 March 2020 4,781.14
Additions 5,080.80
Deletions (423.64)
Depreciation (1,410.97)
As at 31 December 2020 8,027.33
As at 01 April 2020 4,781.14
Additions 5,509.04
Deletions (859.82)
Depreciation (4,902.32)
As at 31 March 2021 7,828.04
Acquisition of business combination (refer note 34 (i) (a)) 818.60
Additions 1,798.59
Deletions (269.36)
Depreciation (1,688.58)
As at 31 December 2021 8,487.29

Set out below are the carrying amounts of lease liabilities and the movements during the period / year:

Amount
As at 01 April 2018 2,083.44
Additions 1,748.33,
Deletions (41.64)
Accretion of interest 257.41

Payments
As at 31 March 2019
Ind AS 116 transition adjustments (refer Annexure VI)

 

As at 01 April 2019 3,169.65
Additions 2,730.18
Accretion of interest 377.99
Payments (4,299.51)
As at 31 March 2020 4,978.31
Additions 5,425.66
Accretion of interest 498.42
Deletions (4,035.19)
Payments (1,548.39)
As at 31 December 2020 8,318.81
As at 01 April 2020 4,978.31
Additions 4,612.84
Accretion of interest 683.05,
Payments (2,118.60)
As at 31 March 2021 8,155.60
Acquisition of business combination (refer note 34(a)) 920.21
Additions 1,725.88
Deletions (306.32)
Accretion of interest 574.39
Payments (1,945.64)
As at 31 December 2021 9,124.12

The following is the break-up of current and non-current lease liabilities:

 

 

 

 

Particulars Asat As at Asat Asat Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
‘Current lease liabilities 2,211.17 1,755.08 1,617.16 1,107.66 744.43
Non-current lease liabilities 6,912.95 6,563.72 6,538.44 3,870.65 2,425.
Closing balance 9,124.12 8,318.80 8,155.60 4,978.31 3,169.65

 

The following are the amounts recognised in restated consolidated summary statement of profit and loss:

 

 

 

Particulars For thenine month  Fortheninemonth Fortheyearended For the year ended For the year ended
period ended period ended
31 December 2021 31 December 2020 31. March 2021 31 March 2020 31 March 2019
Depreciation and amortisation - Depreciation of Right-of-use asset 1,688.58 1,410.97 1,902.32 1,150.15 766.28
Finance cost - Interest on lease liabilities 574.39 498.42 683.05, 377.99 257.41
Expense relating to short term lease 1,064.06 820.26 1,038.38 1,048.80 740.75
Stamp duty expense - - (2.58) (3.80) -
Other Income - Gain on termination / modification of lease contracts (36.86) (79.26) (99.76) - (7.28)
Other Income - Rent waiver on lease liabilities * 2 (33.80) (33.80) : :
Total amount recognised in restated consolidated statement of profit and loss 3,290.17 2,616.59 3,487.61 2,573.14 1,757.16

 

344
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

39. Fair values
Financial instrument by category

The carrying value and fair value of financial instruments by categories as of 31 December 2021 were as follows:

 

Particulars Amortised cost Financial assets/ liabilities at fair value

Financial assets/liabilities at fair

Total carrying

Total fair value

 

 

 

 

 

 

 

 

through profit or loss value through OCI value
nated upon Mandatory Designated upon tandatory
initial recognition initial recognition

Assets:

Cash and cash equivalents (refer note 8) 3,609.80 - - 3,609.80 3,609.80
Investments (current) (refer note 6) - - 17,374.67 17,374.67 17,374.67
Investments (non-current) (refer note 5) - - 4,073.64 4,073.64 4,073.64
Trade receivables (refer note 7) 8,917.91 - - 8,917.91 8,917.91
Loans (refer note 10) 90.00 - - 90.00 90.00
Other financial assets (refer note 11) 12,936.80 : - 12,936.80 12,936.80
Total 25,554.51 : 21,448.31 47,002.82 47,002.82
Liabilities:

Trade payables (refer note 17) 7,837.91 - - 7,837.91 7,837.91
Borrowings (refer note 16) 3,707.81 - - 3,707.81 3,707.81
Lease liabilities (refer note 38) 9,124.12 9,124.12 9,124.12
Other financial liabilities (refer note18) 1,450.02 : - 1,450.02 1,450.02
Total 22,119.86 : - 22,119.86 22,119.86

 

‘The carrying value and fair value of financial instruments by categories as of 31 December 2020 were as follows:

 

Particulars Amortised cost Financial assets/ liabilities at fair value

Financial assets/liabilities at fair

Total carrying

Total fair value

 

 

 

 

 

 

 

 

through profit or loss value through OCI value

Designated upon Mandatory Designated upon Nandatory

initial recognition initial recognition
Assets:
Cash and cash equivalents (refer note 8) 2,023.21 - - 2,023.21 2,023.21
Investments (current) (refer note 6) - - 8,070.37 8,070.37 8,070.37
Investments (non-current) (refer note 5) - - 3,271.36 3,271.36 3,271.36
Trade receivables (refer note 7) - - 7,558.62 7,558.62
Loans (refer note 10) - - 64.15 64.15
Other financial assets (refer note 11) 12,301.64 : : 12,301.64 12,301.64
Total 21,947.62 : 11,341.73 33,289.35, 33,289.35
Liabilities:
Trade payables (refer note 17) 4,979.66 - - 4,979.66 4,979.66
Borrowings (refer note 16) 3,394.58 - - 3,394.58 3,394.58
Lease liabilities (refer note 38) 8,318.80 8,318.80 8,318.80
Other financial liabilities (refer note18) 1,353.33 - : 1,353.33, 1,353.33
Total 18,046.37 : : 18,046.37 18,046.37

 

The carrying value and fair value of financial instruments by categories as of 31 March 2021 were as follows:

 

Particulars Amortised cost Financial assets/ liabilities at fair value

Financial assets/liabilities at fair

Total carrying

Total fair value

 

 

 

 

 

 

 

through profit or loss value through OCI value

Designated upon Mandatory, Designated upon gandatory

initial recognition initial recognition
Assets:
Cash and cash equivalents (refer note 8) 2,758.63 - - 2,758.63 2,758.63
Other bank balances (refer note 9) 15.78 - - 15.78 15.78
Investments (current) (refer note 6) - - 7,075.64 7,075.64 7,075.64
Investments (non-current) (refer note 5) - - 4,205.89 4,205.89 4,205.89
Trade receivables (refer note 7) 5,945.82 - - 5,945.82 5,945.82
Loans (refer note 10) 264.21 - - 264.21 264.21
Other financial assets (refer note 11) 11,701.88 : - 11,701.88 11,701.88
Total 20,686.32 - 11,281.53 31,967.85 31,967.85
Liabilities:
‘Trade payables (refer note 17) 4,422.30 - - 4,422.30 4,422.30
Borrowings (refer note 16) 3,013.43 - - 3,013.43 3,013.43
Lease liabilities (refer note 38) 8,155.60 - - 8,155.60 8,155.60
Other financial liabilities (refer note 18) 1,305.75, : 1,305.75, 1,305.75
Total 16,897.08 : 16,897.08 16,897.08

 

The carrying value and fair value of financial instruments by categories as of 31 March 2020 were as follows:

 

Particulars Amortised cost Financial assets/ liabilities at fair value

Financial assets/liabilities at fair

Total carrying

Total fair value

 

   

 

 

 

 

 

 

through profit or loss value through OCI value
,Destgnoted upon Mandatory Designated upon” wtandatory
ial recog! tial recognition

Assets:

Cash and cash equivalents (refer note 8) 1,200.38 - - 1,200.38 1,200.38
Other bank balances (refer note 9) 2,886.62 - - 2,886.62 2,886.62
Investments (current) (refer note 6) - - 8,104.41 8,104.41 8,104.41
Investments (non-current) (refer note 5) - - 3,772.39 3,772.39 3,772.39
Trade receivables (refer note 7) 6,013.31 - - 6,013.31 6,013.31
Loans (refer note 10) 26.80 - - 26.80 26.80
Other financial assets (refer note 11) 11,697.86 : : 11,697.86 11,697.86
Total 21,824.97 : 11,876.80 33,701.77 33,701.77
Liabilities:

Trade payables (refer note 17) 2,733.50 - - 2,733.50 2,733.50
Borrowings (refer note 16) 2,568.15 - - 2,568.15 2,568.15
Lease liabilities (refer note 38) 4,978.31 - - 4,978.31 4,978.31
Other financial liabilities (refer note 18) 1,096.90 : : 1,096.90 1,096.90
Total 11,376.86 : : 11,376.86 11,376.86

 

346
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

The carrying value and fair value of financial instruments by categories as of 31 March 2019 were as follows:

 

 

 

 

 

 

 

 

 

 

 

Particulars ‘Amortised cost Financial assets/ liabilities at fair value Financial assets/liabilities atfair ‘Total carrying ‘Total fair value
through profit or loss value through OCI value
Designated upon ii Designated upon Nandatory
ial recog! initial recognition

‘Assets:

Cash and cash equivalents (refer note 8) 16,626.39 - 16,626.39 16,626.39
Other bank balances (refer note 9) 7.93 - 7.93 7.93
Investments (current) (refer note 6) - 11,304.27 11,304.27 11,304.27
Investments (non-current) (refer note 5) - 247.01 247.01 247.01
Trade receivables (refer note 7) 2,146.50 - 2,146.50 2,146.50
Loans (refer note 10) 29.62 - 29.62 29.62
Other financial assets (refer note 11) 3,987.19 - 3,987.19 3,987.19
Total 22,797.63 11,551.28 34,348.91 34,348.91
Liabilities:

Trade payables (refer note 17) 1,606.53, - 1,606.53, 1,606.53
Borrowings (refer note 16) 936.17 - 936.17 936.17
Lease liabilities (refer note 38) 3,169.65 - 3,169.65 3,169.65
Other financial liabilities (refer note 18) 683.88 - 683.88 683.88
Total 6,396.23 - 6,396.23 6,396.23

 

The following methods / assumptions were used to estimate the fair values:

i) The carrying value of trade receivables, cash and cash equivalents, trade payables, security deposits, and other current financial assets and other current financial liabilities measured at amortised cost approximate their fair

value due to the short-term maturities of these instruments.

ii) The fair value of non-current financial assets and financial liabilities are determined by discounting future cash flows using current rates of instruments with similar terms and credit risk. The current rates used does not reflect
significant changes from the discount rates used initially. Therefore, the carrying value of these instruments measured at amortised cost approximate their fair value.

iii) Fair value of quoted mutual funds is based on quoted market prices at the reporting date.

iv) Fair value of debt instruments is estimated based on discounted cash flows valuation technique using the cash flow projections, discount rate and credit risk.
v) Lease liabilities are measured at amortised cost, the carrying amounts approximate to fair values, as lease liabilities are recognised based on the present value of the remaining lease payments.
vi) Fair value of the compulsorily convertible preference shares is estimated based on discounted cash flow valuation technique using cash flow projections and financial projections / budgets approved by the management.

347
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

Fair value hierarchy

The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 ~ Inputs other than quoted prices 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 or liabilities that are not based on observable market data (unobservable inputs).

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as at 31 December 2021:

 

 

 

 

Asat Fair value measurement at end of the reporting period using
Particulars 31 December 2021
(INR Mn.) Level 1 Level 2 Level 3
Assets
Investments in mutual fund, bonds and non- convertible debentures 21,448.31 21,448.31 +

(refer note 5 & 6)

 

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as at 31 December 2020:

 

 

 

 

Particulars a1 menue 2029 | Fair value measurement at end of the reporting period using
(INR Mn.) Level 1 Level 2 Level 3
Assets
Investments in mutual fund, bonds and non- convertible debentures 11,341.73 11,341.73} - +

 

 

(refer note 5 & 6)

 

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as at 31 March 2021:

 

 

 

 

 

 

AS at Fair value measurement at end of the reporting year using
Particulars 31 March 2021
(INR Mn.) Level 1 Level 2 Level 3
Assets
Investments in mutual fund, bonds and non- convertible debentures 11,281.53} 71,281.53] ‘ 7
(refer note S & 6)
Liabilities
Compulsorily convertible preference shares (184.84) (184.84)|

 

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as at 31 March 2020:

 

 

 

 

ben Fair value measurement at end of the reporting year using
Particulars 31 March 2020
(INR Mn) Level 1 Level 2 Level 3
Assets:
Investments in mutual fund, bonds and non- convertible debentures 11,876.80 11,876.80] - +

(refer note 5 & 6)

 

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as at 31 March 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asat Fair value measurement at end of the reporting year usin,
Particulars 31 March 2019 poring? 8
(GNR Mn) [Level Level 2 Level
Assets
Investments in mutual fund, bonds and non- convertible debentures 11,551.28 11,551.28
(refer note 5 & 6) :
Partly paid compulsorily convertible preference shares
Reconciliation of Level 3 fair value measurementis as follows: _31 December 2021_31 December 2020 31.March 2021__31 March 2020 _31 March 2019
Balance at the beginning of the period / year 184.84 - -
Addition during the year 957.40 = 91.94 @ 2
Fair value loss on financial instruments at fair value through profit or
loss 2,997.39 2 92.90 : =
Converted to equity (4,139.63)
Balance at the end of the period /year - : 184.84 5 :
inputs thereto for the level 3 financial assets / liabilities as of
Financial assets Valuation Key input(s) Sensitivity

i) Risk Free Discount rate - 5.73 %
Option pricing method ii) Volatility rate - 36.09% Refer note below*#
iii) Liquidity event timeline - 4 years

Compulsorily Convertible Preference Shares
Investments in preference securities (non-current) (refer note 5)

* The fair values of financial assets included in level 3 have been determined in accordance with generally accepted pricing models based on a option pricing method, with the most significant inputs being the risk free discount
rate that reflects the credit risk of counter parties.

# Sensitivity to changes in unobservable inputs: The fair value of these financial assets is directly proportional to the estimated entity valuation. If the entity were to increase / decrease by 5% with all the other variables held
constant, the fair value of the financial liabilities would increase / decrease by 5%.

Financial risk management
nancial risk factors

The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's focus is to foresee the unpredictability of financial markets and seek to minimize potential Group's exposure to
credit risk is influenced mainly by the individual characteristic of each customer.

 

Risk management is carried out by senior management for cash and cash equivalent, trade receivable, deposits with banks, foreign currency risk exposure and liquidity risk.

Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other
price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits. The Group has in place appropriate risk management policies to limit the impact of
these risks on its financial performance. The Group ensures optimization of cash through fund planning and robust cash management practices.

i) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As majority of the financial assets and liabilities of the Group are either non-
interest bearing or fixed interest bearing instruments, the Group’s net exposure to interest risk is negligible.

An increase in interest rate by 1% will result in decrease in PAT by INR 11.01 Millions (31 December 2020: INR 9.36 Millions, 31 March 2021: INR.13.60 Millions, 31 March 2020: INR 5.27 Millions, 31 March 2019:INR 3.38
Millions) and decrease in interest rate by 1% will result in increase in PAT by INR 11.01 Millions (31 December 2020: INR 9.36 Millions, 31 March 2021: INR 14.45 Millions, 31 March 2020: INR 5.33 Millions, 31 March
2019: 3.38 Millions)

348
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The entire revenue and majority of the expenses of the Group are denominated in
Indian Rupees.

 

Management considers currency risk to be low and does not hedge its currency risk. As variations in foreign currency exchange rates are not expected to have a significant impact on the results of operations, a sensitivity analysis
is not presented.

Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to INR 8,917.91
Millions (31 December 2020: INR 7,558.62 Millions, 31 March 2021: INR 5,945.82 Millions, 31 March 2020: INR 6,013.41 Millions, 31 March 2019: INR 2,176.19 Millions). Trade receivables are typically unsecured and are
derived from revenue earned from customers primarily located in India. Credit risk has always been managed by the Group through credit approvals and continuously monitoring the credit worthiness of customers to which the
Group grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the group uses expected credit loss model to assess the impairment loss or gain. The Group uses a provision matrix to compute
the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors such as the Group's historical experience for customers

The Group has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected
credit loss for trade receivables and 12 months expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor
receivables are combined into homogenous categories and assessed for impairment collectively. The calculation is based on historical data of actual losses.

Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry.

In order to avoid excessive concentrations of risk, the Group’s policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and
managed accordingly. The Company's largest customer accounted for approximately 13.26% of net sales for the nine month period ended 31 December 2021 (31 December 2020: 14.12%, and 12.02%, 31 March 2021: 14.00%
and 12,00%, 31 March 2020: 16.00% and 8.00%, 31 March 2019: 13.00%, 11.00% and 11.00% respectively;).

Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board, which has established an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and
liquidity management requirements. The Group's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Group manages liquidity risk by maintaining adequate cash
reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 December 2021:
(INR Millions)

 

 

Particulars Less than 1 year 1-2 years 2-4 years > years Total
Trade payables 7,837.91 - - - 7,837.91
Borrowings 2,748.05 946.71 453.98 : 4,148.74
Other financial liabilities 1,450.02 2 1,450.02

 

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 December 2020:
(INR Millions)

 

 

Particulars Less than 1 year 1-2 years 2-4 years >a years Total
Trade payables 4,979.66 - - - 4,979.66
Borrowings 2,210.13 832.30 600.01 - 3,642.44
Other financial liabilities 1,353.33, : : s 1,353.33

 

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2021:
(INR Millions)

 

 

Particulars Less than 1 year 1-2 years 2-4 years > years Total
Trade payables 4,422.30 - - - 4,422.30
Borrowings 1,819.80 967.10 425.80 - 3,212.70
Other financial liabilities 1,305.75, : 7 : 1,305.75

 

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2020:
(INR Millions)

 

 

Particulars Less than 1 year 1-2 years 2-4 years > 4 years Total
Trade payables 2,733.50 1.10 E - 2,734.60
Borrowings 1,686.90 519.60 586.30 - 2,792.80
Other financial liabilities 1,096.90 : : : 1,096.90

 

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2019:
(INR Millions)

 

 

Particulars Less than 1 year 1-2 years 2-4 years > 4 years Total
Trade payables 1,582.38 24.75 - - 1,607.13
Borrowings 917.83 55.98 612.97 - 1,586.78
Other financial liabilities 683.88 : : : 683.88

 

Equity price risk
The Group invests its surplus funds in various mutual funds (debt fund, equity fund, liquid schemes and income funds etc.), government securities . In order to manage its price risk arising from investments, the Group diversifies
its portfolio in accordance with the limits set by the risk management policies

Capital management
For the purpose of the Group’s capital management, capital includes issued equity capital, instruments entirely equity in nature, securities premium and all other equity reserves attributable to the equity holders of the Group. The
primary objective of the Group’s capital management is to maximise the shareholder value.

The Group’s objectives when managing capital are to:
+ Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders; and
+ Maintain an optimal capital structure to reduce the cost of capital.

The Group monitors capital by regularly reviewing the capital structure. As a part of this review, the Group considers the cost of capital and the risks associated with the issued share capital. In the opinion of the Directors, the
Group’s capital risk is low.

 

 

 

 

31 December 2021 31 December 202031 March 2021 __ 31 March 2020 31 March 2019
Borrowings and Leases other than compulsorily convertible preference shares 12,831.93 11,713.39 10,984.19 7,546.46 4,105.82
Less: cash and cash equivalents (refer note 8) (3,609.80) (2,023.21) (2,758.63) (1,200.38) (16,626.39)
Net debt 9,222.13 9,690.18 8,225.56 6,346.08 (12,520.58)
Cumulative compulsorily convertible preference shares and Compulsorily Convertible 425.02 353.99 538.83 391.72 391.72
Preference Shares (refer note 15 and 16)
Equity 59,373.45, 28,794.38 28,013.98 31,312.34 33,491.11
Total capital 59,798.47 29,148.37 28,552.81 31,704.06 33,882.83
Capital and debt 69,020.60 38,838.55 36,778.37 38,050.14 21,362.26
Gearing ratio 13.36% 24.95% 22.37% 16.68% -58.61%

No material changes were made in the objectives, policies or processes for managing capital during the nine month period and year ended 31 December 2021, 31 December 2020, 31 March 2021, 31 March 2020 and 31 March
2019.

349
Delhivery Li

 

CIN No - U63090DL2011PLC221234
Annexure VII - Notes to the Restated Consolidated Summary Statements

(All amount in INR Millions unless otherwi

40. The consolidated summary statements of the Group includes subsidiaries and associates listed in the table below:

stated)

 

ited (formerly known as Delhivery Private Limited)

 

 

S.No.

% of equity interest

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of the Company Principal activities | Country of incorporation As at ‘As at As at ‘As at As at
31 December 2021 | 31 December 2020 |_31 March 2021_| 31 March 2020 | 31 March 2019

1 [Orion Supply Chain Private Limited (w.e.f 06 Freight services india 100.00% 100.00% 10.00% 100.00% -
December 2019)

2 |Delhivery Cross - Border Services Private Limited __ Freight services India 100,00% 10.00% 10.00% 100.00% 10.00%
(formerly known as Skynet Logistics Private Limited)

3__|[Dethivery Corp Limited, United Kingdom Freight services United Kingdom 10.00% 10.00% 10.00% 10.00% 10.00%

4 |Delhivery USA LLC Freight services United States of America 100.00% 100.0% 10.00%] Control on Composition of Board of

Directors

3_[Dethivery HK Pte Ltd, (w.e.f 06 August 2018) Freight services [Hong Kong 10.00% 10.00% 10.00% 10.00% 10.00%

6 _ |Dethivery Freight Services Pvt Lid (w.e.f 21 April [Freight services India 100.00% 100.00% 10.00% - -
2020)

7 _ [Spoton Logistics Private Limited (w.e.f 24 August __ [Freight services India 100.00% > - > -
12021)

8 __[Dethivery Singapore Pte Ltd (w.e.f 08 August 2021) _ [Freight services [Singapore 10.00% = : E

9 |Leucon Technologies Private Limited (Associate) (till [Data Processing india - 28.58% 28.58% 28.58% 28.58%
19 November 2021)

10 [FALCON AUTOTECH Private Limited (w.e.f 04 [Autotech India 34.55% = = >

 

January 2022)

 

 

 

 

 

 

 

 

350

 
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

41. Related party transactions:
Names of related parties and related party relationship:

Related parties under Ind AS 24:
Entity with significant influence over the Group SVE Doorbell (Cayman Limited) (w.e.f 08 March 2019)

Subsidiaries Delhivery Cross - Border Services Private Limited (formerly known as Skynet Logistics Private Limited)
Delhivery USA LLC
Delhivery Corp Limited, London, United Kingdom
Delhivery HK Pte. Ltd. (w.e.f 06 August 2018)
Orion Supply Chain Private Limited (w.e.f 06 December 2019)
Delhivery Freight Services Pvt Ltd. (w.e.f 21 April 2020)
Delhivery Singapore Pte. Ltd (w.e.f. 08 August 2021)
Spoton Logistics Private Limited (w.e.f. 24 August 2021)

Step down subsidiaries Delhivery Robotics LLC (w.e.f, 23 August 2021)
Spoton Supply Chain Solutions Private Limited (w.e.f. 24 August 2021)

Associate Leucon Technology Private Limited (till 19 November 2021)
FALCON AUTOTECH Private Limited (w.e.f. 04 January 2022)

Key Management Personnel ("KMP') Mr. Sahil Barua (Director and Chief executive officer) (Redesignated as Managing Director on 13 October 2021)
Mr. Mohit Tandon (Chief Strategy Officer) - (Client Servicing resigned w.e.f 28 February 2021)
Mr. Suraj Saharan (Head - Orion till 1 August 2021 and Head - New Ventures w.e.f. 2 August 2021)
Mr. Bhavesh Kishor Manglani (Head - Platforms resigned w.e.f 11 December 2020)
Mr. Kapil Bharti (Chief Technical Officer - Technology) (Appointed as Executive Director w.e.f. 13 August 2021)
Mr. Ajith Pai Mangalore (Chief Financial Officer till 30 June 2020 and Chief Operating Officer w.e.f 01 July 2020)
Mr. Amit Agarwal (Vice President Finance till 30 June 2020 and Chief Financial Officer w.e.f 01 July 2020)
Mr. Deepak Manglani (Company Secretary resigned w.e.f 15 April 2020)
Ms. Kriti Gupta (Company Secretary w.e.f 22 August 2020 till 19 June 2021)
Mr. Vivek Kumar (Company Secretary w.e.f 19 Jun 2021 till 17 Sept 2021)
Mr. Sunil Kumar Bansal (Company Secretary w.e.f 17 Sept 2021)
Mr. Sandeep Kumar Barasia (Whole-Time-Director and Chief Business Officer) (Redesignated as Executive Director on 13 October 2021)
Mr. Suvir Suren Sujan (Nominee Director)
Mr. Variyar Sudhir Narayanankutty (Nominee Director resigned w.e.f 28 November 2019)
Mr. Gautam Sinha (Nominee Director)
Mr. Srivatsan Ranjan (Non-Executive Director) (Redesignated as Independent Director w.e.f. 01 October, 2021)
Mr. Neeraj Bhardwaj (Nominee Director resigned w.e.f. 13 October 2021)
Mr. Deep Verma (Nominee Director resigned w.e.f. 13 October 2021)
Mr. Tang Bin (Nominee Director resigned w.e.f 14 March 2019)
Mr. Deepak Kapoor (Non-Executive Director) (Redesignated as Independent Director w.e.f. 01 October 2021)
Ms. Hanne Birgitte Breinbjerg Sorensen (Non-Executive Director resigned w.e.f. 01 October 2021)
Ms. Anjali Bansal (Non-Executive Director resigned w.e.f. 16 September 2021)
Mr. Munish Ravinder Varma (Nominee Director w.e.f. 07 March 2019)
Mr. Yanxiang Lu (Nominee Director resigned w.e.f. 04 June 2020)
Mr. Sumer Juneja (Nominee Director w.e.f 07 March 2019 to 22 October 2021)
Mr. Agus Tandiono (Nominee Director w.e.f 28 November 2019)
Mr. Jiang Bo (Nominee Director w.e.f 25 June 2020 till 13 October 2021)
Mr. Romesh Sobti (Non Executive - Independent Director w.e.f. 01 October 2021)
Mr. Saugata Gupta (Non Executive - Independent Director w.e.f. 01 October 2021)
Ms. Kalpana Morparia (Non Executive - Independent Director w.e.f 13 October 2021)
Mr. Donald Francis Colleran (Non Executive - Nominee Director (FEDEX) w.e.f 24 December 2021)

351
Dell

 

ery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234
Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

41. Related Party

 

‘ansactions (Continued)

a) The following is the summary of transactions with related parties for the nine month period ended 31 December 2021, 31 December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019 :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S.No Name of the Related party Nature of transactions ‘Nine month Nine month Year ended Year ended Year ended
period ended period ended 31 March 2021 31 March 2020 31 March 2019
31 December 2021 31 December 2020
I]Remuneration to key management personnel Salary and other employee}
Mr. Sahil Barua bene 353.01 20.94 Bar 22.79 3.00
Mr. Mohit Tandon z 6.19 3.9 13.68 7.60]
Mr. Suraj Saharan Gal 5 2 4.02 8.00]
Mr. Bhavesh Kishor Manglani z = qi i 3.00]
Mr. Kapil Bharti 39.79 17.40 39.25 6.15 714
Mr. Ajith Pai Mangalore 367.09 77.20 118.97 6421 04.47]
Mr. Amit Agarwal 343.33 21.39 45.43, 33.70 10.36]
Mr. Deepak Manglani z on 0.18 2.85 1.20
Ms. Kriti Gupta 4 032 0.29 E |
Mr. Vivek Kumar 0.95 = z z z
Mr. Sunil Kumar Bansal 3.28 E 2 E z
Mr. Sandeep Kumar Barasia 381.21 84.63 129.49 32.91 76.564
2]Payment to Non-executive Directors Fees to Non-executive
Ms. Anjali Bansal Directors 3.02 4.88 6.50] 6.50 6.50]
Mr. Deepak Kapoor 3.13 4.88 6.50] 6.50] 6.50]
Ms. Hanne Birgitte Breinbjerg Sorensen 3.56 3.61 7.50] 6.90] 6.90]
Mr. Romesh Sobti 1.63 5
Mr. Saugata Gupta 1.63 =
Ms. Kalpana Morparia 142 e
Mr. Srivatsan Ranjan 488 438 630] 630] 630]
3)Loan and advances to key management personnel oan and advances to KMP
Mr, Sandeep Kumar Barasia z 28.00 31.40] E a
Mr. Sahil Barua = 7 23.50 ; =
Mr. Kapil Bharati z z 23.50 Z z
Mr. Ajith Pai Mangalore 7 = 23.5 : =
Mr. Amit Agarwal z z 23.5 z z
[Loan repayment from KMP oan repayment from KMP
Mr. Sandeep Kumar Barasia 25.10 070 7.00 E a
Mr. Ajith Pa 23.50 : : ; =
Mr. Amit Agarwal 23.50 E : Z z
Mr. Kapil Bharti 23.50 | : ; =
Mr. Sahil Barua 23.50 E : Z z
3]Purchase of service from Associate Purchase of services
Teucon Technology Private Limited 3.18 a8 33.30 8.39 2.24
Sale of service 3.27 ; | E 3

 

 

 

 

 

 

 

 

 

¥ Remuneration to the key managerial personnel does not include the provisions made for gratuity and leave encashment, as they are determined on an actuarial basis for the company
Millions (31 December 2020: INR 131.87 Millions, 31 March 2021: INR 268.30 Millions, 31 March 2020: INR 142.60 Millions, 31 March 2019: 152.70 Millions) has been charged to restated consolidated summary

loss.

 

b) The following is the summary of balance outstanding with related parties as at 31 December 2021, 31 December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019

 

‘a whole. Share based payment amounting to INR 597.58
statement of profit and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S.No Name of the Related party Nature of transactions As at sat ‘Asat ‘Asat ‘Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
1[Remuneration to key management personnel Employee benefit payable *
Mr. Sahil Barua 2.46 4.00 5.89) 5.00] 1.19]
Mr. Mohit Tandon = 1.00 = 3.40] 1.10]
Mr. Suraj Saharan 1.05 = = 129] 1.00]
Mr. Bhavesh Kishor Manglani = = = -| 0.20]
Mr. Kapil Bharti 215 3.27 5.15 420] 1.00]
Mr. Ajith Pai Mangalore 2.63 3.26 13 3.90] 1.00]
Mr. Amit Agarwal 158 2.04 3.05 2.20] 0:50]
Mr. Deepak Manglani = = = 021 0:39]
Ms. Kriti Gupta = 0.04 0.04 = =
Mr. Sunil kumar Bansal 018, = = = =
Mr. Sandeep Kumar Barasia 2.66 3.76 6.69, 3.40] 2.40]
2[Payable to Non-executive Directors Employee benefit payable
Ms. Anjali Bansal = 1.63 1.63 1.63 1.63
Mr. Deepak Kapoor 1.88 1.63 1.63] 1.63 1.63]
Ms. Hanne Birgitte Breinbjerg Sorensen = 1.87 1.88 173 173
Mr. Romesh Sobti 1.63 = = = =
Mr. Saugata Gupta 1.63 = = = =
Ms. Kalpana Morparia Taz = = = =
Mr. Srivatsan Ranjan’ 1.63 1.63 1.63 1.63 1.63
3]Loan and advances to key management personnel [Loan and advances to KMP
Mr. Sandeep Kumar Barasia 25.40] 27.30] 50.40] 2.30 230
Mr. Sahil Barua -| -| 23.50] = =
Mr. Kapil Bharti | -| 23.50] = =
Mr. Ajith Pai Mangalore | -| 23.50] = =
Mr. Amit Agarwal -| -| 23.50] = =
4] Associate Trade payable ~ 5.92 443 6.90 450

 

 

 

Leucon Technology Private Limited

 

 

 

 

 

 

 

 

¥ Remuneration to the key managerial personnel does not include the provisions made for gratuity and leave encashment, as they are determined on an actuarial basis for the Company

transactions.

 

©) The following are the details of transaction eliminated during the nine month period ended 31 December 2021, 31 December 2020, 31 March 2021, 31 March 2020 and 31 March 2019:

352

‘a whole, Italso does not include share based payment
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

i) Delhivery Limited (formerly known as Delhivery Private Limited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 December 2021

31 December 2020

S.No ‘Name of the Related party Nature of transactions Nine month Nine month Year ended Year ended Year ended
period ended period ended 31 March 2021 31 March 2020 31 March 2019
31 December 2021 31 December 2020
‘Transaction for the Transaction for the | ‘Transaction for the | Transaction for the | Transaction for the
period period year year year
1[Delhivery Corp Limited, United Kingdom [investment in equity 20.79 40.64 40.64 20.53 58.00
[Deemed investment 1.08 198.38 = = =
2|Delhivery HK Pte. Ltd.* [investment in equity = = = 19.93 0.00)
Services received 0.06 = = = =
Services provided 31.23 45.43 88.19 142.51 1.63
3|Delhivery USA LLG [investment in equity 149.54 87.02 197.45, 70.32 =
[Deemed investment 23.11 14.41 = = =
Services provided 72.21 16.28 = = =
Services received = = 3.20 0.07 3.28
4]Orion Supply Chain Private Limited [investment in equity = = = 0.10 =
Loan given 60.00 41.00 61.00 40.00 =
interest income 9.83 435 6.65) 0.70 =
[Deemed investment 0.09) = = = =
Services received 1651 30.39 42.42 155 =
5|Delhivery Cross - Border Services Private Limited (formerly [Interest income
known as Skynet Logistic Private Limited) : : : 9.47 9.49
6|Delhivery Freight Services Private Limited [investment in equity = 0.10 0.10 = =
Loan given 240.00 590.00 670.00 = =
Interest income 55.50 19.26 34.39 = =
[Deemed investment 43.26 13.04 = = =
Services provided 41.18 23.73 44.03 = =
7|[Delhivery Singapore Pte Ltd [investment in equity 147.42 = = = =
8] Spoton Logistics Private Limited Loan given 1,626.72 = = = =
[Deemed investment 43.40 = = = =
Services provided 2.46 = = = =
interest income 52.68 = = = =
9/Spoton Supply Chain Solutions Private Limited (formerly|Services provided 15.15 = = = =
known as RAAG Technologies and Services Private Limited)
10|Delhivery Robotics LLC [Deemed investment 3.81 = = = =
* Value less than INR 1 Lakh
ii) Orion Supply Chain Private Limited
S.No Name of the Related party Nature of transactions Nine month Nine month Year ended Year ended ‘Year ended
period ended period ended 31 March 2021 31 March 2020 31 March 2019
31 December 2021 31 December 2020
‘Transaction for the Transaction for the | Transaction for the | Transaction for the | Transaction for the
period period year year year
1[Delhivery Freight Services Private Limited [Income from lorry hire charges| 65.19 33.03 58.21 = =
iii) Delhivery Singapore Pte Ltd
S.No ‘Name of the Related party Nature of transactions Nine month Nine month Year ended Year ended ‘Year ended
period ended period ended 31 March 2021 31 March 2020 31 March 2019
31 December 2021 31 December 2020
‘Transaction for the Transaction for the | Transaction for the | Transaction for the | Transaction for the
period period year year year
1[Delhivery USA LLC [Loan given 7.45 = S Z >
2[Delhivery Robotics LLC [investment in equity 38.00 = z Z z
iv) Delhivery Robotics LLC
S.No ‘Name of the Related party Nature of transactions ‘Nine month ‘Nine month Year ended Year ended ‘Year ended
period ended period ended 31 March 2021 31 March 2020 31 March 2019

 

‘Transaction for the

Transaction for the

‘Transaction for the

Transaction for the

‘Transaction for the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

period period year year year
1[Delhivery USA LLC [Advances 2.85 = = = =
4) The following are the details of balance eliminated as the nine month period ended 31 December 2021, 31 December 2020, 31 March 2021, 31 March 2020 and 31 March 2019:
i) Delhivery Limited (formerly known as Delhivery Private Limited)
S.No ‘Name of the Related party Nature of transactions Asat ‘As at ‘As at ‘As at ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the
period period year year year
1|Delhivery Cross Border Services Private Limited (formerly _ [Loan receivable 93.81 93.81 33.81 33.81 93.81
known as Skynet Logistic Private Limited) Provision created towards loan
land advances (93.81) (93.81) (93.81) (93.81) =
[Trade receivables 6.50, 6.50 6.50 6.50 6.50
Provision created towards
trade receivables (6.50) (6.50) (6.50) (6.50) =
interest accrued on inter
company deposits 31.90 38.97 40.62 31.87 22.40
Provision created towards inter|
lcompany deposits (31.90) (38.97) (40.62) (31.87) :
[COD payable 5.4L Bal 5.41 10.58 10.58
2 [Orion Supply Chain Private Limited [Loan receivable 161.00 81.00 101.00 40.00 =
[Advances receivable = = = 7.62 =
[Trade Payable = 7.78 = = =
Trade receivables 12.53 14.18 6.64 = =
Provision for expenses 422 = : : =
interest accrued on inter
lcompany deposits 15.70 473 6.85 0.70 -
3|Delhivery HK Pre. Lid [Trade receivables 107.37 77.53 85.77 139.13 3.88
[Accruals 13.32, 455, : :
Expenses payable 0.06) - = E E
4|Delhivery USA LLC [Trade payable 4.01 17.08. 3.98 0.80 0.38
[Trade receivables 7221 - - -
[Advances receivable : 0.08 0.08 0.08 :

 

353

 

 
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘S.No ‘Name of the Related party Nature of transactions ‘Asat As at ‘Asat As at ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the
period period year year year
5 |Delhivery Freight Services Private Limited [Loan receivable 910.00 590.00 670.00 e
[Trade receivables 72.68 28.00 43.66 z 2
|Accrual income 16.00
Interest accrued on inter
company deposits 81.76 17.81 31.81 ¥ =
6|Spoton Logistics Private Limited Loan receivable 1,626.72 : = 7 7
[Trade receivables 74d - - :
Provision for expenses™* 28.49 = 5 : :
Interest accrued on inter
lcompany deposits 47.41 : - - -
7|Spoton Supply Chain Solutions Private Limited (formerly|Accrual income 7a - 2 E 2
known as RAAG Technologies and Services Private Limited) [Trade receivables 16.83 - € * *
8|Delhivery Robotics LLC [Trade receivables 0.75 * # % *

 

 

 

 

 

 

 

 

 

* Above balance includes INR 4.98 Millions is reimbursement of expenses incurred by Delhivery Limited on behalf of Spoton Logistics Private Limited for which no transaction is required to be eliminated during the nine month period ended
December 31, 2021.

** Above balance of INR 28.49 Millions is reimbursement of expenses incurred by Spoton Logistics Private Limited on behalf of Delhivery Limited for which no transaction is required to be eliminated during the nine month period ended
December 31, 2021.

ii) Delhivery Cross - Border Services Private Limited (formerly known as Skynet Logistic Private Limited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘S.No ‘Name of the Related party Nature of transactions ‘Asat ‘As at ‘Asat ‘As at ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the
period period year year year
1|Delhivery USA LLC |Advances 1.24 1.24 1.24 1.24 1.24
iii) Orion Supply Chain Private Limited
‘S.No ‘Name of the Related party ‘Nature of transactions ‘As at ‘As at ‘As at ‘As at ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the
period period year year year
1[Delhivery Freight Services Private Limited [Trade receivables 0.43 0.59 L z 3
iv) Delhivery Singapore Pte Ltd
‘S.No ‘Name of the Related party Nature of transactions ‘As at As at ‘Asat ‘As at ‘Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the
period period year year year
1[Delhivery USA LLC [Loan given 7.45 : z z z
2[Delhivery Robotics LLC investment in equity 38.00 = 3 = 2
vy) Delhivery Robotics LLC
‘S.No ‘Name of the Related party Nature of transactions ‘As at ‘As at ‘As at ‘As at ‘As at

31 December 2021

31 December 2020

31 March 2021

31 March 2020

31 March 2019

 

Outstanding for the

Outstanding for the

Outstanding for the

Outstanding for the

Outstanding for the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

period period year year year
1[Delhivery USA LLC [Advances 2.85 : 7 5
@) The following are the details of the investment eliminated as at period ended 31 December 2021, 31 December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019:
(i) Delhivery Limited (formerly known as Delhivery Private Limited)
S.No ‘Name of the Related party Nature of transactions Asat ‘As at ‘As at ‘As at As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the
period period year year year
1|Delhivery Cross Border Services Private Limited (formerly [Investment in equity 55.10 55.10 55.10 55.10 55.10
known as Skynet Logistic Private Limited) Provision for diminution in
value of investment (55.10) (55.10) (55.10) (55.10) :
2|Delhivery Corp Limited, United Kingdom [investment in equity 209.00 147.50 147.50 147.50 127.00
Provision for diminution in
value of investment (209.00) (147.50)| (147.50)| (147.50) (427.00)|
3[Delhivery HK Pre. Ltd [investment in equity 19.90 19.90, 19.90, 19.90.
4[Delhivery USA LLC [investment in equity 417.32 157.34 267.78 70.32 0.38
5 [Orion Supply Chain Private Limited [investment in equity 0.10 0.10 0.10 0.10 :
6[Delhivery Freight Services Private Limited [investment in equity 0.10 0.10 0.10 é 3
7|Spoton Logistics Private Limited [investment in equity : i : :
8[Delhivery Singapore Pte. Lid [investment in equity 2 = E 3
(ii) Delhivery Singapore Pte. Ltd
S.No ‘Name of the Related party Nature of transactions ‘Asat ‘As at ‘As at ‘As at ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the
period period year year year
1[Delhivery Robotics LLG investment in equity 38.00 : - 7 :
(ii) Spoton Logistic Private Limited
S.No ‘Name of the Related party Nature of transactions Asat ‘As at ‘As at ‘As at ‘As at
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the | Outstanding for the
period period year year year
1]Spoton Supply Chain Solutions Private Limited (formerly [investment in equity 425.30 > >

 

known as RAAG Technologies and Services Private Limited)

 

 

 

 

 

 

 

 

 

354

 
Delhivery Limited (formerly known as Delhivery Private Limited)

CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

42. Segment Information

‘The primary reporting of the Group has been performed on the basis of business segment, Based on the "management approach” as defined in Ind AS 108 - Operating Segments, the
Chief Operating Decision Maker (‘CODM’) Chief Executive Officer (CEO) being the CODM, has evaluated of the Group's performance at an overall level as one segment which is
‘Logistics Services’ that includes warehousing, last mile logistics, designing and deploying logistics management systems, logistics and supply chain consulting/advice,
inbound/procurement support. and operates in a single business segment based on the nature of the services, the risks and returns, the organization structure and the internal financial
reporting systems. Accordingly, the figures appearing in these restated consolidated summary statements relate to the Group's single business segment.

‘The information based on geographical areas in relation to revenue and non- current operating assets are as follows:

( Revenue from operations

 

 

 

 

 

 

For the nine month —_For the nine month
period ended period ended For the year ended For the year ended —_ For the year ended

Particulars ‘31 December 2021 '31 December 2020 '31 March 2021 "31 March 2020 "31 March 2019
Within India 48,020.18 26,486.92 36,543.78 27,784.92 16,538.30
Outside India 215.61 60.11 63.06 128.46 5.54

48,235.79 26,547.03 36,606.84 27,913.38 16,543.84
Adjustment and elimination (130.49) (108.36) (141.57) (107.63) (487)

48,105.30 26,438.66 36,465.27 27,805.75 16,538.97
(ii) Non - current operating assets

Asat Asat Asat Asat Asat

Particulars 31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Within India 40,913.88 18,755.47 17,997.85 17,868.29 7,956.03
Outside India 48.18 47.36 21.91 67.14 28.99

40,962.06 18,802.83 18,019.76 17,935.43 7,985.02
Adjustment and elimination (28.05) (444.32) (346.76) (89.93) (55.48)

‘40,934.01 18,358.51 17,673.00 17,845.50 7,929.54

355
 

Delhivery Limited (formerly known as Delhivery Private Li
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

ited)

43, Details of dues to micro and small as defined under MSMED Act 2006
Particulars ‘Asat ‘Asat ‘As at ‘Asat ‘Asat
31 December 2021 31. December 2020 © 31 March2021. 31. March 202031 March 2019

 

 

"The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting period’ year 38.37 16.64 2052 797 O61
(A+B+C)

A) Principal amount due to micro and small enterprises 36.84 16.64 20.52 797 061
B) Interest due on above 1.53 - - - -

‘The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along with the amounts of the payment - - - - -
made to the supplier beyond the appointed day during each accounting period / year

C) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the 0.32 - - - -
appointed day during the year) but without adding the interest specified under the MSMED Act 2006.

‘The amount of interest accrued and remaining unpaid at the end of each accounting period / year 0.32 - - - -
The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as 121 - - - -
above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the

MSMED Act 2006

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management.

44, Capital and other commitments
(a) As at 31 December 2021, the Group has estimated amount of contract remaining to be executed on capital account not provided for, net of advances INR 681.53 Millions (31 December 2020: INR 50.22 Millions, 31 March 2021:
Millions 31 March 2020: INR 139.00 Millions, 31 March 2019: INR 3.90 Millions).

(b) As at 31 December 2021, the Group has Other commitment (Labour guarantee- Dubai branch) INR 1.30 Millions (21 December 2020: INR 1.30 Millions, 31 March 2021: INR 1.30 Millions, 31 March 2020: INR 1.30 Millions, 31 March,
2019: INR 1.30 Millions).
) Letter of comfort issued to lender against credit facilities availed by the Subsidiary Company as on 31 December 2021 is INR 60 Millions (31 December 2020: Nil, 31 March 2021: Nil, 31 March 2020: Nil, 31 March, 2019: Nil).

 

INR 419.00

 

45, Contingent Liability
Claims disputed by the Group:

 

‘31 December 2021 31 December 2020 31 March 202131 March 2020 _31 March 2019

 

Claims against the Group not acknowledged as debts*

i) Tax matter in appeal : Income Tax (refer note below (a)) 344.92 344.92 344.92 1,835.70 1,835.70
ii) Service tax (refer note below (c)) 622.58 - - - -
iii) Others (refer note (b)) 12 0.50 0.50 0.50 0.50

* The claims against the Group comprises of:

Note 1: The claims against the company comprises of:
(a) The Group received Assessment Order dated 26 December 2018 for financial year 2015-2016 ie, assessment year 2016-17 wherein the Assessing Officer (AO) raised Income tax demand of INR 1,835.70 Millions under Income Tax Act,
1961. The Group has filed appeal in respect of the above demand which is pending at Commissioner of Income Tax (Appeals).The company filed rectification petition under section 154 of the IT Act wherein the company was allowed to set-off
business loss and unabsorbed depreciation and demand was revised to INR 344.92 Millions accordingly vide letter dated 15 September 2021.

(b) (@) An outsourced security vendor has commenced an action against the Group in respect of debit notes raised by the Group for non - performance of their agreed duties. The Group has estimated that if the action is successful, estimate liability
may be approx. INR 0.50 Millions (31 December 2020: INR 0.50 Millions, 31 March 2021: INR 0.50 Millions, 31 March 2020: INR 0.50 Millions, 31 March 2019: INR 0.50 Millions). A trial date has not yet been set and therefore it is not
practicable to state the timing of any payment. The Group has been advised by its legal counsel that it is possible, but not probable, the action will succeed and accordingly no provision for liability has been recognized in the restated consolidated
financial statements.

  

further, legal cases of amounting to INR 0.6 Millions pertains to cases pending in consumer forum and civil courts against company (Spoton Logistics Private Limited). The company (Spoton Logistics Private Limited) has been advised by its legal
‘counsel that it is possible, but not probable, the action will succeed and accordingly no provision for liability has been recognized in the restated consolidated financial statements.

c) During year 2017-18, the Commissioner of service tax department had issued show cause notices (SCNs) for raising demands of INR 189.39 Millions and INR 221.64 Millions on 28 March 2018 for the period from January 2012 to March
2015 and from April 2015 to June 2017 respectively, in respect of classification of services of the Group’s vendors as a Goods Transport Agency for that period. The SCN alleged that vehicle hire services availed by the Group for transporting the
goods of its customers both between the cities and within the city should be classified under "Goods Transportation Agency" (“GTA”) as per section 65 (105) (zzp) of the Finance Act prior to 01 July 2012 and Group is required to pay the service
tax under the reverse tax charge mechanism. The Group had responded to these SCNs in 2017-18.

During the year ended 31 March 2019, the Department passed adjudication order on 06 September 2018 with a service tax demand of INR 189.39 Millions and along with interest and penalty of INR 189.39 Millions for the period from January
2012 to March 2015. The Group has filed an appeal before CESTAT against the order after paying Rs.14.20 Millions under protest. The SCN relating to the period from April 2015 to June 2017 is yet be adjudicated as at 31 March 2021.

Subsequent to 31 March 2021, an adjudication order passed by Principal Commissioner of Central Tax, Bangalore was received on 28 July 2021 with a tax demand of INR 221.64 Millions along with interest and penalty of INR 22.16 Millions for
the period from April 2015 to June 2017.
Additionally, the Company has deposited INR 16.62 million being 7.75% of the credit demanded in impunged order in complaince with section 35F(ii) of the Central Excise Act, 1944.

Based on the underlying facts, applicable laws and industry standards, the Company (Spoton Logistics Private Limited) is confident of prevailing against the Department's position and does not anticipate any adverse financial outcome.

The Group has assessed that itis only possible, but not probable, that outflow of economic resources will be requited and hence these demands have been disclosed as contingent liability

‘Note 2: Contingent Liabilities not provided for:
a) Appointment of Company Secretary: As per Section 203 of Companies Act 2013, read with rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, if a Company does not have a whole time Company
Secretary ("CS"), a Company (Spoton Logistics Private Limited) shall be punishable with fine which shall not be less than Rs. 1 lakh but which may extend to INR 5 lakhs and every director and key managerial personnel of a Company who is in
default shall be punishable with fine which may extend to INR 50,000 and where the contravention is a continuing, with a further fine which may extend to NR 1,000 per day until the date of appointment.

Since the paid up capital of the subsidiary (Spoton Logistics Private Limited) is more than five crore rupees (ten crores w.ef. 01 April 2020 as amended vide notification dated 03 January 2020, Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014), the Group was required to have a whole time Company Secretary. The Group appointed whole time CS on 02 May 2019 and made two compounding applications with Registrar of Companies, one for
compounding of offense till 02 November 2018 (ill the time of adjudication provision became effective) and second for adjudication from 02 November 2018 (date of effectiveness of adjudication provision) till 02.05.2019 (date of appointment
of Company Secretary). The Group °s management does not expect significant penalty arising out of the compounding proceedings.

(b) The Company (Spoton Logistics Private Limited) was unable to hold its annual general meeting for Fiscal year 2020 within the permitted timeline for holding such meetings due to the COVID-19 pandemic and certain other administrative

delays, and was delayed in holding such a meeting by four months and four days. ‘The Company has filed a compounding application dated 09 August 2021 seeking compounding for such offence with the Registrar of Companies, Ahmedabad. The
‘Company's management expect that the compounding will not result in any significant penalties to the Company.

Contingent liabilities disclosed above represent possible obligations where possibility of cash outflow to settle the obligations is not remote.
Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgements/decisions pending with various
forums/authorities

The Company doesn't expect any reimbursements in respect of the above contingent liabilities

4), There are numerous interpretative issues relating to the Supreme Court (SC) judgement on Provident Fund dated 28 February 2019. As a matter of caution, the Group has made a provision on a prospective basis from the date of the SC order.
The Group will update its provision, on receiving further clarity on subject.

46. The Group has incorporated Delhivery Freight Services Private Limited, a wholly owned subsidiary of Delhivery Limited (formerly known as Delhivery Private Limited) in April 2020. The Board of Directors of the Group on 25 June 2020
had granted its approval to transfer business, as a going concern on a slump sale basis, specific to Full Truck Load (FTL) business in the name of “Delhivery Freight Services Private Limited” a wholly owned subsidiary of the Group

47. During FY 2018-19, the terms and conditions in the shareholder's agreement had been modified to not include the share buy-back clause w.e.f. 20 December 2018. Accordingly, fair value loss on share buy back obligations at fair value through
profit or loss had been recorded up to the date of modification in terms i.e. 20 December 2018. Further, the Group had extinguished the financial liability at the time of modification in terms.

48. Estimation uncertainty relating to the global health pandemic on COVID-19:

For the 9 months period ended December 31, 2021 and years ended March 31, 2021 and 2020, the outbreak of Coronavirus (COVID-19) pandemic globally is causing significant disturbance and slowdown of activity with economic and social
disruption to the Group impacting investment in subsidiaries, receivables including trade receivables, unbilled receivables, Right to Use Asset, goodwill and intangible assets. In assessing recoverability of such assets, the Group has considered
internal and external information up to the date of approval of these financial statements. The Group has performed sensitivity analysis on the assumptions used and based on current indicators of future economic conditions, the Group expects to
recover the carrying amount of these assets. The impact of the global health pandemic may be different from that estimated as at the date of approval of these financial statements and the Group will continue to closely monitor any material changes
to future economic condition.

49, The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the

date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the
period the Code becomes effective. Based on a preliminary assessment, the entity believes the impact of the change will not be significant.”

50. ‘The Group has not eamed net profit in three immediately preceding financial years, therefore, there was no amount as per section 135 of the Act which was required to be spent on CSR activities in each of the respective financial years by the
Group.

51. Spoton Logistics Private Limited has amalgamated with Venkatesh Pharma Private Limited under the scheme of arrangement approved by National Company Law Tribunal (NCL) on 27 November 2019 under the provisions of the
Companies Act, 2013. Accordingly, the Scheme was accounted for in accordance with erstwhile applicable Accounting Standard 14 “Accounting for Amalgamations”.

Goodwill arising from Business combination has been amortised over a period of five year in accordance with method as prescribed under NCLT scheme, which overrides the relevant requirement of Ind AS 103 ‘Business Combinations’ and Ind
AS 36 ‘Impairment of assets’ (according to which acquired Goodwill is not permitted to be amortised and is required to be tested annually for impairment).

356
Delhivery

 

ited (formerly known as Delhivery Private Limited)

CIN No - U63090DL.2011PLC221234
Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

52. Statutory Group Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

Net Assets, Le, total assets minus total ‘Share in profit/ (loss) Share in other Comprehensive (loss)/income ‘Share in total Comprehensive income! (loss)
liabilities
As % of ‘Amount in INR ‘As % of consolidated | Amount in INR Millions [As % of consolidated| Amount in INR Millions ‘As % of total “Amount in INR Millions
consolidated net Millions profit and loss other comprehensive comprehensive income
assets income
[Parent
Delhivery Limited (formerly known as Delhivery Private
Limited)
Balance as at 31 December 2021 102.6494 61,379.35 262.93%| (7,821.82) 96.59% 30.99) 87.80% 7,852.81)
Balance as at 31 December 2020 10.98% 29,434.02 91.02% (2,707.92) “12.17% 1.61 90.57% (2,706.31)
Balance as at 31 March 2021 102.14%| 28,974.35 85.70% (3,362.92) 487.90%%| 10.05 85.50%| 552.87)
Balance as at 31 March 2020 99.7294 31,616.75 105,65% (2,841.29) -83.77%| (8.09) 106.34] (2,849.38)
Balance as at 31 March 2019 100.2494 33,965.30 100.48%| (17,919.37) 50.1196] (230) 100.479] (17,921.67)
[Indian subsidiaries
Orion Supply Chain Private Limited
Balance as at 31 December 2021 0.32%] (a91.14) 1.10% (97.96) 0.83% (0.27) 1.10%] (98.23)
Balance as at 31 December 2020 0.0494 11.36 0.60% 1771 0.00% z 0.59% 17.71
Balance as at 31 March 2021 0.60%] (17087) 3.96%] (164.52)| 0.00%| z 3.96%] (464.52)
Balance as at 31 March 2020 -0.02%| (635)| 0.2496] (6.45) 0.00%] Z 0.2494] (6.45)
Balance as at 31 March 2019 0.00%4 - 0.00%] - 0.00%] : 0.0024 |
Delhivery Cross Border Services Private Limited (Formerly
known as Skynet Logistics Private Limited)
Balance as at 31 December 2021 -0.13%| (76.08) 0.07% 6.59 0.00% : -0.07%| 0)
Balance as at 31 December 2020 -0.27%| (79.00) 0.49% (4.72) 0.00% : 0.499% (1472)
Balance as at 31 March 2021 -0.29%| (82.66) 0.44%6| (18.38) 0.00%] : 0.4494 (18.38)
Balance as at 31 March 2020 -0.20%| (64.28) 0.7296] (19.39) 0.00%] - 0.729%] (19.39)
Balance as at 31 March 2019 -0.13%| (44.89) 0.1196] (20.48) 0.00%] : 0.119] (20.48)
Delhivery Freight Services Private Limited
Balance as at 31 December 2021 -1.24%| (7at.7ty 4.99% (444.35)| -4.30%| 1.38 4.95% (442.97)
Balance as at 31 December 2020 -0.88%| (255.79) 5.97%] (17.54) 1.57%] 021) 5.95% (177.7)
Balance as at 31 March 2021 -2.09%| (693.66) 6.54%6| 271.70)} 13.42%| 0.28 6.5394] (271.42)
Balance as at 31 March 2020 0.00%] - 0.00%] - 0.00%] : 0.00%] 5
Balance as at 31 March 2019 0.00%] - 0.00%] - 0.00%] - 0.00%] |
Spoton Logistic Private Limited
Balance as at 31 December 2021 0.459%] 270.48 0.22%] 19.29 -12.83%| 4i2 0.26%] 23.41
Balance as at 31 December 2020 0.00%] - 0.00%| - 0.00% : 0.00% :
Balance as at 31 March 2021 0.00%] - 0.00%] - 0.00%%| : 0.00%] 5
Balance as at 31 March 2020 0.00%] - 0.00%] - 0.00%] : 0.00%] 5
Balance as at 31 March 2019 0.00%] - 0.00%] - 0.00%] : 0.00%] :
Delhivery Robotics LLG
Balance as at 31 December 2021 0.05%] 32.09 0.1196 (0.75) 0.11%] 0.04 0.11% 0.72)
Balance as at 31 December 2020 0.00%] - 0.00% - 0.00% : 0.00% 5
Balance as at 31 March 2021 0.00%] - 0.00%] - 0.00%%| : 0.00%] :
Balance as at 31 March 2020 0.00%] - 0.00%| - 0.00%] : 0.00%] 5
Balance as at 31 March 2019 0.00%] - 0.00%] - 0.00%] : 0.00%] 5
|Foreign subsidiaries
Delhivery Corp Limited, United Kingdom
Balance as at 31 December 2021 0.02%] 9.81 0.14% 2.47) 14.67% a7 0.19% (17.18)
Balance as at 31 December 2020 0.0496] 11.24 7.71% (229.26) 6.81% (0.90) 7.70% (230.16)
Balance as at 31 March 2021 0.00%] 0.99 5.85%] (243.25) 0.00%] : 5.85%%| (243.25)
Balance as at 31 March 2020 0.00%] 1.53 1.46%| (39.16) 0.00%] zs 1.46%| 39.16)
Balance as at 31 March 2019 0.069%] 19.90 0.21%] (36.92) 0.00%] @ 0.219%] (36.92)
Delhivery USA LLG
Balance as at 31 December 2021 0.079%] 43,32 2.42%) (215.43) 10.97%| (52) 2.459 (218.95)
Balance as at 31 December 2020 0.244] 68.78 3.43% (102.17) 12.18% (61) 3.47% (103.78)
Balance as at 31 March 2021 -0.91%| (257.41) 5.31%] (220.55) 0.00%%| : 5.319%] (220.55)
Balance as at 31 March 2020 0.2394] 7256 0.04%6| (1.07) 0.00%] : 0.0496] (07)
Balance as at 31 March 2019 0.00%] (0.24) 0.00%] - 0.00%] : 0.00%] |
Delhivery HK Pre Lid.
Balance as at 31 December 2021 0.05%] 28.54 0.02% (1.49) 0.00% : 0.02% (49)
Balance as at 31 December 2020 0.099%] 2755 0.26% (7.88) 0.00% : 0.26% (7.88)
Balance as at 31 March 2021 0.10%] 28.19 0.14%] (6.87) 0.00%] : 0.149%] 6.87}
Balance as at 31 March 2020 0.12%] 36.51 0.56%] (14.99) 0.00%%| : 0.569%] (14.99)
Balance as at 31 March 2019 0.00%] (0.99) 0.00%] - 0.00%] : 0.00%]
Delhivery Singapore Pre. Ltd.
Balance as at 31 December 2021 0.259] 149,02 0.00% | 5.00% 1.60] 0.02% 1.60)
Balance as at 31 December 2020 0.00%] - 0.00% | 0.00% | 0.00%
Balance as at 31 March 2021 0.00%] - 0.00%] | 0.00%] | 0.00%] 5
Balance as at 31 March 2020 0.00%] - 0.00%] | 0.00%] | 0.00%] 5
Balance as at 31 March 2019 0.00%] - 0.00%] | 0.00%%| | 0.00%] |
il 19 November 2021 (Investment as per the equity|
Leucon Technology Private Limited
Balance as at 31 December 2021 0.00% : 0.00% : 0.00% ® 0.00% ;
Balance as at 31 December 2020 0.00%] - 0.00% - 0.00% - 0.00%
Balance as at 31 March 2021 0.00%] - 0.00%] - 0.00%| : 0.00%]
Balance as at 31 March 2020 0.00%] - 0.00%] - 0.00%] : 0.00%%| |
Balance as at 31 March 2019 0.00% » 0.00%] » 0.00%] 2 0.0094 |
Consolidation Adjustments
Balance as at 31 December 2021 “1.85% (4,105.21) 3.75% (234.00) 0.84% 0.27 3.7396 (333.73)
Balance as at 31 December 2020 -0.24%| (69.78) -8.30%| 246.86 91.62% a2} -7.86%| 234.76
Balance as at 31 March 2021 1.65%| 469.04 -7.93%| 329.76 -401.56%4 (8.27) -7.74%| 321.49]
Balance as at 31 March 2020 0.159%] 47.34 -8.67%| 233.09 183.7798] 17.74 -9.36%| 250.83|
Balance as at 31 March 2019 0.17% (66.25) 0.81% 143.73 49,899] (229) -0.79%| 141.44]
Total
Balance as at 31 December 2021 100.00%| 59,798.47| 100.00% (8,911.39) 100.00%| (62.08) 100.00%| (8,943.47)
Balance as at 31 December 2020 100.00%| 29,148.38] 100.00%| (2,974.92) 100.00%| (13.22)} 100.00%| (2,988.14)
Balance as at 31 March 2021 100.00%| 28,367.97] 100.00%| (4,157.43) 100.00%| 2.06 100.00%| (4,155.37)
Balance as at 31 March 2020 100.00%| 31,704.06 100.00%| (2,689.26) 100.00%| 9.65 100.00%| 2,679.61)
Balance as at 31 March 2019 100.00%| 33,882.83] 100,00% (17,833.04) 100.00%| (459) 100.00%| (17,837.63)

 

 

 

 

 

 

 

 

 

 

 

357
Delhivery Limited (formerly known as Delhivery Private Limited)
CIN No - U63090DL2011PLC221234

Annexure VII - Notes to the Restated Consolidated Summary Statements
(All amount in INR Millions unless otherwise stated)

53, Subsequent events

- Subsequent to the nine month period ended 31 December 2021, the Board of Directors of the Company at its meeting dated 13 January, 2022 have approved the conversion of 4,250,045 Cumulative Compulsorily Convertible Preference
Shares (CCCPS) having a face value of INR 100 each into 425,004,500 Equity Shares having a face value of INR | each of the Company (in the ratio of 100:1 i.e. 100 equity shares of INR | each against one CCCPS of INR 100 each)

Subsequent to the nine month period ended 31 December, 2021, the Company completed the closing conditions, in relation to 34.55% investment in FALCON AUTOTECH Private Limited (Company engaged in the autotech business) for a
consideration of INR. 25,18.94 Millions vide share purchase agreement (“SPA”) dated 31 December, 2021.

As per our report of even date attached
For and on behalf of the Board of Directors of
Delhivery Limited (formerly known as Delhivery Private Limited)

 

For S.R. Batliboi & Associates LLP Sandeep Kumar Barasia Sahil Barua

Chartered Accountants ‘Whole Time Director and Chief Business Managing Director and Chief
Officer Executive Officer

ICAI Firm registration number : 101049W/E300004 DIN : 01432123 DIN : 05131571

per Yogesh Midha Amit Agarwal Sunil Kumar Bansal

Partner Chief Financial Officer ‘Company Secretary

Membership no : 094941 (FCS - 4810)

Place: New Delhi Place: Gurugram, Place: Gurugram

Date: March 25, 2022 Date: March 25, 2022 Date: March 25, 2022

358
PROFORMA FINANCIAL STATEMENTS

(The remainder of this page is intentionally left blank)

359
Independent Practitioners’ Assurance Report on the Compilation of Pro Forma Consolidated
Financial Information included in a Red Herring Prospectus and prospectus (“Offer
Documents”) in connection with the proposed ini public offer of Delhivery Limited (formerly
known as "Delhivery Private Limited")

 

 

The Board of Directors,

Delhivery Limited (formerly known as Delhivery Private Limited)
Plot 5, Sector 44

Gurugram — 122002

Haryana, India

Report on the Compilation of Pro Forma Consolidated Financial Information included in Offer
Documents

We have completed our assurance engagement to report on the compilation of Pro Forma Consolidated
Financial Information of Delhivery Limited (formerly known as Delhivery Private Limited) (hereinafter
referred to as the “Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries
together referred to as the “Group”) by management of the Holding Company. The Pro Forma
Consolidated Financial Information consists of the pro forma consolidated balance sheet March 31,
2021, the pro forma consolidated statement of profit and losses for the year ended March 31, 2021 and
for the nine-month period ended December 31, 2021, and related notes to the proforma consolidated
financial information. The applicable criteria on the basis of which the management of the Holding
Company has compiled the Pro Forma Consolidated Financial Information are described in note 2 of
the Pro Forma Consolidated Financial Information.

The Pro Forma Consolidated Financial Information has been compiled by the management of the
Holding Company to illustrate the impact of the acquisition of Spoton Logistics Private Limited (the
"SLPL") as per Securities and Exchange Board of India vide their letter dated January 13, 2022, though
not required as per SEBI regulations and further set out in Note 2 to the Pro Forma Consolidated
Financial Information on the Group’s financial position as at March 31, 2021 as if the acquisition of the
SLPL had been consummated on March 31, 2021 and its financial performance for the year ended
March 31, 2021 and for the nine month period ended December 31, 2021 as if the acquisition of SLPL
had consummated at April 01, 2020 and April 01, 2021 respectively.

As part of this process, information about the Group's financial position and financial performance has
been extracted by the management of the Holding Company from the Group's restated consolidated
summary statements for the year ended March 31, 2021 and for the nine-month period ended
December 31, 2021, on which an examination report has been issued by us on March 25, 2022.

The information about the financial position and financial performance of SLPL has been extracted by
the management of the Holding Company from the:

a) audited Special Purpose Consolidated Financial Statements of SLPL for the year ended March
31, 2021 on which B S R & Associates LLP, Chartered Accountants have issued an unmodified
audit opinion on October 31, 2021.

b) audited Special Purpose Interim Consolidated Financial Statements of SLPL for the nine-month

period ended December 31, 2021 on which we have issued an unmodified opinion on March
24, 2022.

360
10.

Management’s Responsibility for the Pro Forma Consolidated Financial Information

The management of the Holding Company is responsible for compiling the Pro Forma Consolidated
Financial Information on the basis set out in note 2 to the Pro Forma Consolidated Financial Information.
This responsibility includes the responsibility for designing, implementing and maintaining internal
control relevant for compiling the Pro Forma Consolidated Financial Information on the basis set out in
note 2 to the Pro Forma Consolidated Financial Information that is free from material misstatement,
whether due to fraud or error. The management of Holding Company is also responsible for identifying
and ensuring that the Holding Company complies with the laws and regulations applicable to its
activities, including compliance with the provisions of the laws and regulations for the compilation of Pro
Forma Consolidated Financial Information.

Practitioners’ Responsibilities

Our responsibility is to express an opinion, whether the Pro Forma Consolidated Financial Information
has been compiled, in all material respects, by the management of Holding Company on the basis set
out in note 2 to the Pro Forma Consolidated Financial Information (“applicable criteria”).

We conducted our engagement in accordance with Standard on Assurance Engagements (SAE) 3420,
Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in
a Prospectus, issued by the Institute of Chartered Accountants of India. This Standard requires that the
Auditors’ comply with ethical requirements and plan and perform procedures to obtain reasonable
assurance about whether the management has compiled, in all material respects, the Pro Forma
Consolidated Financial Information on the basis set out in applicable criteria.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information / restated consolidated summary statements used in
compiling the Pro Forma Consolidated Financial Information, nor have we, in the course of this
engagement, performed an audit or review of the financial information used in compiling the Pro Forma
Consolidated Financial Information.

For our assurance engagement, we have placed reliance on the following:

a. the restated consolidated summary statements of the Group as of and for the year ended March 31,
2021 and for the nine-month periods ended December 31, 2021 and the relevant supporting
information; and

b. the Special Purpose Consolidated Financial Statements of SLPL as of and for the year ended
March 31, 2021 and for the nine-month period ended December 31, 2021;

The purpose of Pro Forma Consolidated Financial Information included in the Offer Documents is solely
to illustrate the impact of a significant event or transaction on unadjusted financial information of the
Group as if the event had occurred or the transaction had been undertaken at an earlier date selected
for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome
of the event or transaction as at March 31, 2021 and December 31, 2021 or for the period then ended
would have been, as presented.

A reasonable assurance engagement to report on whether the Pro Forma Consolidated Financial
Information has been compiled, in all material respects, on the basis of the applicable criteria involves
performing procedures to assess whether the applicable criteria used by the management of Holding
Company in the compilation of the Pro Forma Consolidated Financial Information provide a reasonable
basis for presenting the significant effects directly attributable to the event or transaction, and to obtain
sufficient appropriate evidence about whether:

a. The related pro forma adjustments give appropriate effect to those criteria; and

b. The Pro Forma Consolidated Financial Information reflects the proper application of those
adjustments to the unadjusted financial information.
11.

12.

13.

14.

15.

The procedures selected depend on the Auditors’ judgment, having regard to the Auditors’
understanding of the nature of the Group, the event or transaction in respect of which the Pro Forma
Consolidated Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Pro Forma Consolidated
Financial Information.

Our work has not been carried out in accordance with the auditing or other standards and practices
generally accepted in other jurisdictions and accordingly should not be relied upon as if it had been
carried out in accordance with those standards and practices.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
Opinion.

Opinion

In our opinion, the Pro Forma Consolidated Financial Information has been compiled, in all material
respects, on the basis set out in the Note 2 to the Pro Forma Consolidated Financial Information and
presented in response to the SEBI letter referred in paragraph 2 above.

Emphasis of Matter

A. We draw reference to the matter of emphasis given by the respective auditors in the audited
Special Purpose Consolidated Financial Statements for the year ended March 31, 2021 and nine-
month period ended December 31, 2021, which is reproduced as below:

“We draw attention to Note 39 and Note 36(d) to the special purpose consolidated financial
statements for the year ended March 31, 2021 and nine-month period ended December 31, 2021
respectively, regarding the Scheme of Arrangement (‘the Scheme’) for amalgamation of Vankatesh
Pharma Private Limited (‘the transferor Company’) and Spoton Logistics Private Limited (‘the
Transferee Company’), which has been described in the aforesaid notes. The Scheme has been
approved by the NCLT vide its order dated 27 November 2019 with an appointed date of 30 August
2018 and a certified copy has been filed by the Company with the Registrar of Companies, Gujarat,
on 10 January 2020. We further draw attention to the fact that in accordance with the Scheme
approved by the NCLT, the Company continues to amortise Goodwill over a period of 5 years in
the Special Purpose Consolidated Financial Statements, which overrides the relevant requirement
of Ind AS 103 ‘Business Combinations’ and Ind AS 36 ‘Impairment of assets’ (according to which
acquired Goodwill is not permitted to be amortised and is required to be tested annually for
impairment). The financial impact of the aforesaid treatment has been disclosed in the aforesaid
notes.”

Our opinion is not qualified in respect of this matter.

Restrictions on use

This report should not in any way be construed as a reissuance or re-auditing or re-examination of any
of the previous audit reports issued by us and other auditor. We have no responsibility to update our
report for events and circumstances occurring after the date of the report.

Our report is intended solely for use of the Board of Directors of the Holding Company for inclusion in
the Offer Documents to be filed with the Securities and Exchange Board of India, National Stock
Exchange of India Limited, BSE Limited, and Registrar of Companies, National Capital Territory of Delhi
and Haryana at New Delhi in connection with the Proposed Initial public offering of the Holding
Company and is not to be used, referred to or distributed for any other purpose.

362
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogesh Midha

Partner

Membership Number: 094941
UDIN: 22094941AGJLEN1674
Place of Signature: Gurugram
Date: March 25, 2022

363
Dethivery Limited (formerly known as Delhivery Private Limited)
Proforma Consolidated Balance sheet as at March 31, 2021
(Amount in INR millions, unless otherwise stated)

 

Restated
Consolidated
Summary Statement
of Assets and
Liabilities of

Spoton Logistics
Private Limited
Special Purpose

Consolidated Balance

Intergroup
elimination
(refer note 3 (ix))

Acquisition
Adjustments

Proforma Consolidated
Balance Sheet of
Delhivery Limited as at

Note reference
for acquisition Total adjustments
adjustments

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delhivery Limited as Sh*t ae ae 31, Mareh 31, 2021
at March 31, 2021
@® ®) © Oo) (E=CD) (F=A B+)
‘ASSETS
1. Non-current assets
Property, plant and equipment 2379.71 195.94 Z , Z 2,575.65
Right of use asset 7,828.04 924.13 “ - 8,752.17
Capital work in progress 761.55 3 é ‘ Z 767.55
Goodwill 186.48 807.15 es 11,800.15 3 (viii) 11,800.15 12,793.78
Other intangible assets 139.5 60.11 ™ 2,929.20 3 (ii) 2,929.20 3,128.86
Intangible assets under development s 6.78 e a " 6.78
Financial assets :
(i) Investments 4,205.89 “ “ : - 4,205.89
(ii) Other financial as 886.62 133.67 é , Z 1,020.29
Non-current tax assets (net) 1,231.69 273.85 = = 1,505.54
Other non-current a: 47.47 20.78 = zs 2 68.25
Total non-current assets 17,673.00 2422.41 - 14,729.35, 14,729.35 34,824.76
IL. Current assets
Inventories 259.48 “ “ : “ 259.48
Financial assets
(i) Investments * : : 7,075.64
(ii) Trade receivables 1,792.77 (2.17) : (2.17) 7,736.42
(iii) Cash and cash equivalents 237.27 “ 4,881.93 3 (i(b) 4,881.93 7877.83
(iv) Other bank balances 6.87 < a 22.65
(v) Loans = es s = 264.21
(vi) Other financial assets 10,815.26 492.21 < s . 11,307.47
Other current assets 1,170.16 216,22 = - = 1,386.38
Total current assets 28,304.98 2,745.34 @aiy 4881.93 4879.76 35,930.08
Total Assets (+11) G5 ITTOR 5167.75 Gin) 19,611.28 19,609.11 70,754.84
EQUITY AND LIABILITIES
IIL. EQUITY
Equity share capital 16,33 198.26 = (198.26) 3 (iii) (198.26) 16.33
Instruments entirely equity in nature 353.99 5 . 56.34 3(i)fa) 56.34 410.33
Other equity 27,997.65 288.41 19,753.20 3 (i)(b) 19,753.20 48,039.26
Total equity 28,367.97 486.67 = 19,611.28 19,611.28 48,465.92
LIABILITIES
IV. Non-current liabil
Financial Liabilities
(i) Borrowin; 1,316.09 1,059.48 a a # 2,375.57
(ii) Lease liabilit 6,538.44 654.78 - - “ 7,193.22
(iii) Other financial liabilities = 226.06 s = 226.06
Provisions 219.16 75.59 - - “ 294.75
Deferred tax liabilities (net) s 33.48 : a " 33.48
Total non- current liabilities 8073.69 7049.39 = > > 10,123.08
V. Current liabilities
Financial liabiliti
(® Borrowings 1,697.34 721.23 é , Z 2,424.57
(ii) Lease liabilities 1,617.16 312.82 es s = 1,929.98
les
and small enterprises 20.52 16.02 z a 36.54
b. total outstanding dues of creditors other than micro enterprises and small enterprises 4,401.78 1,356.09 (2.17) x (2.17) 5,755.70
(iv) Other financial liabilities 1,305.75 159.16 = “ 1,464.91
Provisions 121.67 18.94 s a = 140.61
Other current liabilities 370.90 41.43 - - “ 412.33
Current tax liabilities (net) 1.20 s e a s 1.20
Total current liabilities 9536.32 2,631.69 @aiy = (ex) 12,165.84
Total Equity and Liabilities (II+IV+V) G5 9TTOR 3167.75 Gi) 19,611.28 19,609.11 70,754.84
Note:
The above statement should be read with notes to unaudited proforma consolidated combined financial information
‘As per our report of even date attached
For S.R.Batliboi & Associates LLP behalf of the

Chartered Accountants
ICAI Firm registration number : 101049W/E300004

per Yogesh Midha

Partner
Membership no : 094941

Place : New Delhi
Date : March 25, 2022

364

Delhivery Limited (formerly known as Delhivery Private Limited)

  

Sahil Barua
Managing Director and
Chief Executive Officer
Director: 05131571

ep Kumar Barasia

Whole Time Director and
Chief Business Officer
DIN: 01432123

Sunil Kumar Bansal
Company Secretary
(FCS-4810)

 

Chief Financial Officer

Place : Gurugram Place : Gurugram
Date : March 25, 2022 Date : March 25, 2022
Delhivery Limited (formerly known as Delhivery Private Limited)

Unaudited Proforma Consolidated Combined Statement of Profits and Losses for the year ended March 31, 2021

(Amount in INR millions, unless otherwise stated)

 

Restated
Consolidated

Special purpose
consolidated statement

Unaudited Proforma
Consolidated Combined

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summary Statement of ProfitandLosot  Jnragreup: Acquisition, Note reference Total statement of profit and

of Profit and Loss of . sos : elimination Adjustments for acquisition : :

Dethivery Limited for SP0tO2 Logistics Private (tor note 3 (x)) sanustaeies Adjustments loss of Delhivery Limited

e cided Maren Limited for the year y for the year ended

ear eee areD ended March 31, 2021 March 31, 2021
31, 2021
(A) (B) © (D) (F=A+B+E)
Income
Revenue from contract with customers 36,465.27 8,035.88 (1.84) ws (1.84) 44,499.31
Other income 1,917.64 26.89 : < = 1,944.53
Total income (1) 38,382.91 8,062.77 (1.84) ms (1.84) 46,443.84
Expenses
Freight, handling and servicing cost 27,780.82 5,925.38 (1.84) (1.84) 33,704.36
Purchase of traded goods 102.08 - - = - 102.08
Employee benefit expense 6,109.23 856.04 : 115.10 3 (vii) 115.10 7,080.37
Fair value loss on financial liabilities at fair value through profit or loss 91.95 3 : : : 91.95
Finance costs 886.27 369.28 - - - 1,255.55
Depreciation and amortisation expense 3,546.20 718.98 : 1,320.19 3 (iv) 1,320.19 5,585.37
Other expenses 3,610.49 503.19 : 95.00 3) 95.00 4,208.68
Total expenses (II) 42,127.04 8,372.87 (1.84) 1,530.29 1,528.45 52,028.36
Loss before exceptional item and tax (I= I-11) (3,744.13) (310.10) = (1,530.29) (1,530.29) (6,584.52)
Exceptional items (IV) (413.30) “ (413.30)
Loss before tax (V= HI+IV) (4,157.43) (310.10) = (1,530.29) (1,530.29) (6,997.82)
Tax expense, comprising:
Current tax : 120.13 : = - 120.13
Deferred tax credit : (156.57) : < : (156.57)
Total tax expense (VI) 7 (36.44) = m = (36.44)
Loss for the year (VII= V-VI) (4,157.43) (273.66) = (0,530.29) (1,530.29) (5,961.38)
Other comprehensive income
Items that will not be reclassified to statement of profit and loss in
4) subsequent periods
i) Re-measurement gains on defined benefit plans 10.38 9.70 - . = 20.08
ii) Income tax relating to items that will not be reclassified to profit and - (3.39) - - - (3.39)
loss
Subtotal (a) 10.38 631 = = : 16.69
py lems that will be reclassified to profit or loss in subsequent periods:
i) Exchange differences on translation of foreign operations (8.32) : s s = (8.32)
ii) Income tax relating to items that will be re-classified to profit and loss - -
Subtotal (b) (8.32), 5 : é zi (8.32)
Other comprehensive income / (loss) for the year (VIII= a+b) 2.06 631 - 2 : 8.37
Total Comprehensive loss for the year (VI+VII1) (4,155.37) (267.35) = (0,530.29) (1,530.29) (5,953.01)
Loss per share (Nominal value per share - Re 1)
- Basie loss per share (INR) (8.05) (10.79)
~ Diluted loss per share (INR) (8.05) (10.79)
Note:

The above statement should be read with notes to unaudited proforma consolidated combined financial information

As per our report of even date attached
For S.R.Batliboi & Associates LLP

Chartered Accountants

ICAI Firm registration number : 101049W/E300004

per Yogesh Midha
Partner

Membership no : 094941

Place : New Delhi
Date : March 25, 2022

365

For and on behalf of the board of directors of
Delhivery Limited (formerly known as Delhivery Private Limited)

Sandeep Kumar Barasia
Whole Time Director and
Chief Business Officer
DIN: 01432123

Amit Agarwal
Chief Financial Officer

Place : Gurugram
Date : March 25, 2022

Sahil Barua

Managing Director and
Chief Executive Officer
Director: 05131571

   

Sunil Kumar Bansal
Company Secretary
(FCS-4810)

 

Place : Gurugram
Date : March 25.

 
Delhivery Limited (formerly known as Delhivery Private Limited)

Proforma Consolidated Combined Statement of Profit and Loss for the nine months p

(Amount in INR millions, unless otherwise stated)

 

1d ended December 31, 2021

 

Restated
Consolidated

Special purpose
consolidated statement

 

Adjustment for Spoton

Logi

 

ics Private

Intragroup

—_ Proforma Consolidated
Acquisition

 

 

  

 

 

   

   

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summary Statement on . anes ‘ Note Combined Statement of

of Profit and Loss of . Of Profit and Loss of Limited nterina elimination for Adjustments for’ srence for Total Profit and Loss for the

Dethivery Listed, SPOt0M Logistics Private Consolidated Profit and period April 1,202 period April 1, eon Agiastments nine monthe period
for nine monthe,  Litited for the nine Loss for period Aug 24, fo August 23,2021 2021 to August {WHO re
‘ months period ended 2021 to Dee 31,2021 (refer note 3 (ix)) 23, 2021
period ended Dec 31, Dee 31, 2021
Dec 31, 2021 (refer note 2 (c))
2021
@ ®) @ © CDE) (Ga

Tncome:
Revenue from contract with customers 48,105.30 7575.11 (3,973.94) (9.92) 3 (3,983.86) 51,696.55
Other income 1,008.76 155 (10.05) 2 (10.05) 1,010.26
Total income (1) 49,114.06 7,586.66 6,983.99) 0.92) = 6,993.91) 32,706.81
Expenses:
Freight, handling and servicing cost 34,786.36 5,446.88 (2,838.88) (9.92) - (2,848.80) 37,384.44
Purchase of traded goods 1,750.22 2 2 2 : : 1,750.22
Change in inventory of traded goods (28.75) 2 . 7 : - 28.75)
Employee benefit expense 9,726.30 838.93 (400.19) % 45.73 3(vii) (354.46) 10,210.77
Fair value loss on financial liabilities at fair value through profit or 2,997.39 > . x . 3 2,997.39
Finance costs 762.29 413.01 (102.68) . - (102.68) 1,072.62
Depreciation and amortisation expense 3,881.75 592.06 (284.45) - 524.46 3 (iv) 240.01 4,713.82
Other expenses 4225.95 468.21 (266.73) ss (266.73) 4427.43
Total expenses (II) 38,101.51 7,759.09 6,892.93) 9.92) 370.19 6332.66) 62,527.94
Loss before exceptional item and tax (III) (6,987.45) (72.43) (1.06) = (670.19) (661.25) (0,821.13)
Exceptional items (IV) x (17.98) 2 z # : (17.98)
Loss before tax (V=II#1V) (6987.45) (190.41) 1.06) z (670.19) (66125) (0,839.11)
‘Tax expense, comprising:
Current tax 100.49 146.95 (100.49) - - (100.49) 146.95
Deferred tax charge’ (credit) (176.55) (64.69) 28.72 * (163.63) 3%) (134.91) (376.15)
Total tax expense (VI) (76.06) 82.26 1.77) - (163.63) (235.40) (229.20)
Loss for the period (VII = V-VI) 6911.39) CR.) 9.29) : 40656) (25.85) (0,609.91)
Other comprehensive income
(a) Items that will not be reclassified to statement of profit and
loss in subsequent periods
i) Re-measurement loss on defined benefit plans (24.33) 0.40 (5.50) : = (5.50) 29.43)
ii) Income tax relating to items that will not be reclassified to profit (1.38) (0.10) 138 - - 84 (0.10)
and loss
Subtotal (a) G57) 030 G2) : z G2) (29.53)
(b) Items that will be reclassified to profit or loss in subsequent
periods:
i) Exchange differences on translation of foreign operations (637) 7 2 2 Z % (637)
ii) Income tax relating to items that will be re-classified to profit and : .
loss 7 : - : :
Subtotal (b) (6.37) = 5 = 2 (637)
Other comprehensive income / (loss) for the period (VII= a+b) 32.08) 030 (4.12) : “ (4.12) (35.90)
‘Total Comprehensive loss for the period (IX= VIT+VIID) 6943.47) 72.37) G41) 5 (406.56) 29.97) (9,645.82)
Loss per share (Nominal value per share - Re 1)
(not annualised)
~ Basic loss per share (INR) (1536) (16.57)
~ Diluted loss per share (INR) (15.36) (16.57)

Note:

‘The above statement should be read with notes to proforma financial statements.

‘As per our report of even date attached
For S.R.Batliboi & Associates LLP

Chartered Accountants

ICAL Firm registration number : 101049W/E300004

per Yogesh Midha
Partner

Membership no : 094941

Place : New Delhi
Date : March 25, 2022

366

For and on behalf
Delhivery Limited (formerly known as Delhivery Private Limited)

Sandeep Kumar Barasia
Whole Time Director and
Chief Business Officer
DIN: 01432123

Sahil Barua
Managing Director and
Chief Executive Officer
Director: 05131571

Amit Agarwal
Chief Financial Officer

Sunil Kumar Bansal
Company Secretary
(FCS-4810)

Place : Gurugram
Date : March 25, 2022

Place : Gurugram
Date : March 25, 2022
Delhivery Limited (formerly known as Delhivery Private Limited)

Notes to the proforma consolidated financial information as at and for the year ended March 31, 2021 and
for the nine months period December 31, 2021

(All amounts in INR Millions, unless otherwise stated)

1) Background

Delhivery Limited (formerly known as Delhivery Private Limited) (thereinafter referred to as "the Company" or
"Delhivery"), was incorporated as SSN Logistics Private Limited on 22nd Day of June 2011 under the provisions
of the Companies Act, 1956. The Company changed its name to Delhivery Private Limited as of 8th Day of
December 2015. The registered office of the company is located at N24-N34, $24-S34, Air Cargo Logistics
Centre-II, Opposite Gate 6 Cargo Terminal, IGI Airport, New Delhi-110037. The Company converted itself into
Public Limited Company on 12 October 2021.

The Company and its subsidiaries (hereinafter collectively referred to as 'the Group’) are carrying out business of
warehousing and last mile logistics and also involved in designing and deploying logistics management systems,
provide logistics and supply chain consulting/advice, provide inbound/procurement support and other activities
of a similar nature.

Subsequent to the year ended March 31, 2021, the Company has undertaken following acquisition in respect of
which these proforma consolidated financial information is being prepared:

On August 24, 2021, the Company acquired 100% equity in Spoton Logistics Private Limited along with its 100%
subsidiary namely “RAAG Technology and Services Private Limited” (referred together as “Spoton Group”),
which has with effect from that date become a subsidiary of the Company (together ‘Parties to the agreement’).
The principal activity of Spoton Group is transportation freight through surface transport within the territory of
India.

The Group acquired Spoton Group for consideration of INR 15,216.02 on August 24, 2021. The consideration
includes INR 15,109.28 paid in cash and INR 106.74 discharged through replacement of ESOP awards to select
ESOP holders of Spoton Group as part of the obligations undertaken by Delhivery as per the contractual
arrangement entered between the parties upon the acquisition. The purchase consideration paid in cash on
acquisition, was funded by the issue of cumulative compulsorily convertible preference shares amounting to INR
20,086.21 issued by the Group.

2) Basis of preparation

The proforma consolidated financial information has been prepared by the Management of the Group considering
that the acquisition is material for the purpose of the business of the Group. Considering the financial information
of Spoton Group as at and for the year ended March 31, 2021 and for the period from 1 April, 2021 to 23 August,
2021, would be relevant to the readers of this offer Document, the Group, as advised by Securities and Exchange
Board of India vide their letter dated January 13, 2022, included such information in the consolidated proforma
financial information, although the same is not required to be included as per the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI Regulations”), as amended
from time to time and Guide to Reporting on Proforma Financial Statements issued by the Institute of Chartered
Accountant of India (ICAI) (“Guidance Note”) as the acquisition was done during the latest period (i.e. on August
23, 2021) for which financial information is disclosed in the Red Herring Prospectus and Prospectus (collectively
“Offer Documents”) viz. (i.e. nine months ended December 31, 2021). Since there is no framework to reflect the
impact of the said acquisition, the proforma consolidated financial information has been prepared in accordance
with the Guidance Note.

The proforma consolidated financial information have been prepared specifically for inclusion in the Offer
Document to be filed by the Company with SEBI in connection with proposed Initial Public Offering (“IPO”).

The proforma consolidated financial information are derived from restated consolidated summary statements of
the Group, special purpose consolidated financial statements of Spoton Group as of March 31, 2021 (‘March 2021
special purpose consolidated financial statements’) and special purpose interim consolidated financial statements
as of December 31, 2021 (‘December 2021 special purpose interim consolidated financial statements’) (The
March 2021 special purpose consolidated financial statements and December 2021 special purpose interim
consolidated financial statements are collectively referred to as the “special purpose consolidated financial
statements”), adjusted for intercompany eliminations and acquisition adjustments for subsequent acquisition

367
Delhivery Limited (formerly known as Delhivery Private Limited)

Notes to the proforma consolidated financial information as at and for the year ended March 31, 2021 and
for the nine months period December 31, 2021

(All amounts in INR Millions, unless otherwise stated)

mentioned above, as if the transaction related to such acquisition to obtain control over Spoton Group had occurred
on March 31, 2021 for the purpose of proforma consolidated balance sheet. The consolidated Balance Sheet of
Spoton Group is presented as at the annual year-end March 31, 2021 and is not presented as at the stub-period
end. Further, the proforma consolidated statement of profit and loss for the year ended March 31, 2021 and nine
months period ended December 31, 2021 has been illustrated to reflect the acquisition of Spoton Group as if the
transaction related to acquisition of aforesaid obtain control over Spoton Group occurred on and from April 01,
2020 and April 01, 2021 respectively. The description of adjustments made to the proforma consolidated financial
information are included in the note 3 below.

The assumptions and estimates underlying the adjustments to the proforma consolidated financial information are
described hereinafter which should be read together with the proforma consolidated statement of profit and loss
and proforma consolidated balance sheet.

The proforma consolidated financial information should be read together with the Groups 's restated consolidated
summary statements and the special purpose consolidated financial statements of Spoton Group.

The business combination has been accounted for under the acquisition method in accordance with Ind AS 103
‘Business Combinations’. Accordingly, Group has allocated the purchase consideration to the estimated fair value
of assets acquired and liabilities assumed and recognised the difference between purchase consideration and net
assets as goodwill in the proforma consolidated balance sheet as at March 31, 2021.

The proforma consolidated financial information were approved by the Board of Directors of the Company on
March 25, 2022.

Because of their nature, the proforma consolidated financial information addresses a hypothetical situation and
therefore, do not represent Group's factual financial position or results. Accordingly, the proforma consolidated
financial information does not necessarily reflect what the Group's financial condition or results of operations
would have been had the acquisitions occurred on the dates indicated and is also not intended to be indicative of
expected financial position or results of operations in future periods. The actual balance sheet and statement of
profit and loss may differ significantly from the proforma amounts reflected herein due to variety of factors.

The proforma adjustments are based upon available information and assumptions that the management of the
Company believes to be reasonable. Further, such proforma consolidated financial information has not been
prepared in accordance with standards and practices acceptable in any other jurisdiction and accordingly, should
not be relied upon as if it had been carried out in accordance with standards and practices in any other jurisdiction.
Accordingly, the degree of reliance placed by anyone on such proforma consolidated financial information should
be limited. In addition, the rules and regulations related to the preparation of proforma consolidated financial
information in other jurisdictions may also vary significantly from the basis of preparation as set out in paragraphs
above to prepare these proforma consolidated financial information.

The restated consolidated summary statements have been adjusted in the proforma consolidated financial
information to give effect to the proforma event that are (1) directly attributable to such acquisition and (2)
factually supportable.

The adjustments made to the proforma consolidated financial information are included in the following sections.
The proforma consolidated financial information is based on:

a) the restated consolidated summary statement of assets and liabilities as at March 31, 2021 and restated
consolidated summary statement of profit and loss of the Group for the year ended March 31, 2021 and
for nine months period ended December 31, 2021; and

b) the audited Special Purpose Consolidated Financial Information of Spoton Group as of and for the year

ended March 31, 2021 and audited Special Purpose Interim Consolidated Statement of Profit and Loss
of Spoton Group for the nine months period ended December 31, 2021.

368
Delhivery Limited (formerly known as Delhivery Private Limited)

Notes to the proforma consolidated financial information as at and for the year ended March 31, 2021 and
for the nine months period December 31, 2021

(All amounts in INR Millions, unless otherwise stated)

c) intragroup elimination between the Group and Spoton Group as at March 31, 2021 and for the year ended
March 31, 2021, nine months period ended December 31, 2021

d) adjustments to the proforma consolidated financial information arising from balances between the Group
and the Spoton Group during the year ended March 31, 2021 for the purpose of consolidated proforma
Balance sheet,

e) adjustments to the proforma consolidated financial information arising from transactions between the
Group and the acquired entity during the year ended March 31, 2021 and for the period August 24, 2021
to December 31, 2021 for the purpose of consolidated proforma profit and loss.

f) adjustments to recognise the impact of allocation of purchase consideration paid/payable by the
Company.

3) Proforma adjustments

The Special Purpose Consolidated Financial Statements of Spoton Group have been prepared in accordance with
the measurement and recognition principles of Ind AS and the management of Delhivery has adjusted to comply
with the Group’s accounting policies in all material aspects (collectively referred to as “Group accounting
policies” as appearing in Restated Consolidated Summary Statements). Such financial information has been
prepared in accordance with the generally accepted accounting principles in India under the historical cost
convention on accrual basis.

The following adjustments have been made to present the proforma consolidated financial information:
Acquisition related adjustments:

@) For proforma consolidated balance sheet as at March 31, 2021 the total purchase consideration payable is
INR 15,216.02, which includes the INR 15,109.28 paid in cash and INR 106.74 discharged through
replacement of ESOP awards to select ESOP holders of Spoton Group as part of the obligations undertaken
by Delhivery as per the contractual arrangement entered between the parties upon the acquisition, adjusted
as below.

a) The consideration for this acquisition has been financed through issue of cumulative compulsorily
convertible preference shares (“CCCPS”) which are entirely equity in nature amounting to INR
20,086.21 (563,349 shares of INR 100 fully paid up at a premium of INR 35,555 per share) issued
on May 31, 2021. Accordingly, an amount of INR 56.34 equivalent to face value of CCCPS has
been added as instruments entirely equity in nature and INR 20,029.87 has been added as securities
premium. Corresponding to the same, INR 20,086.21 has been added to cash and cash equivalent.
The aforesaid adjustment has been considered in proforma consolidated balance sheet as at March
31, 2021.

b) For proforma consolidated balance sheet as at March 31, 2021, the purchase consideration for INR
15,109.28 which has been paid in cash on acquisition has been reduced from cash and cash
equivalent. Also acquisition costs amounted to INR 95.00 incurred by Company in connection with
Spoton Group acquisition is reduced from the cash and cash equivalent and the other equity as at
March 31, 2021.

The purchase consideration of INR 106.74 which has been paid through ESOP awards, as discussed
in (i) above, has been added to the other equity.

369
Delhivery Limited (formerly known as Delhivery Private Limited)

Notes to the proforma consolidated financial information as at and for the year ended March 31, 2021 and
for the nine months period December 31, 2021

(All amounts in INR Millions, unless otherwise stated)

Adjustments in cash and cash equivalent and other Equity As at 31 March 2021

 

Particulars Cash and Cah Other equity
equivalent

 

Issue of cumulative compulsorily convertible

preference shares refer 3 (i) (a) 56.34 =

 

Add: Securities premium received on issue of
cumulative compulsorily convertible preference 20,029.87 20,029.87
shares refer 3 (i) (a)

 

Add: Replacement of ESOP awards refer 3 (i)

 

 

 

 

 

 

 

e 106.74

(a)
Less: Purchase consideration paid (15,109.28) -
Less: Acquisition cost - refer 3 (v) (95.00) (95.00)
Less: Elimination of Spoton retained earnings -

" un (288.41)
and security premium — refer 3 (iii)
Total Adjustments 4,881.93, 19,753.20

 

 

(ii) Intangibles (IP, Customer relations, Vendor relations, Brand name) amounting to INR 2,929.20 valued by
an independent valuer, has been recognized under the head ‘Intangible assets’ in the proforma consolidated
balance sheet as at March 31, 2021.

(iii) Investment of the Company in Spoton Group stands eliminated with equity share capital of Spoton group
amounting to INR 198.26 as at March 31, 2021, securities premium & retained earnings of Spoton group
amounting to INR 288.41.

(iv) Intangibles (IP, Customer relations, Vendor relations, Brand name) being amortised, based on useful life
of 5 years, as assessed by the management, amounting to INR 1,320.19 has been considered for the year
ended March 31, 2021 and amounting to INR 524.46 has been considered for the period April 1, 2021 to
August 23, 2021.

(v) Acquisition costs amounted to INR 95.00 incurred by Company in connection with Spoton Group
acquisition is included in other expenses for the year ended March 31, 2021. Further cash and cash
equivalent and the other equity as at March 31, 2021 has been reduced by INR 95.00.

(vi) Conditional bonus for management payable after 24 months is included under employee benefits expenses
amounted to INR 37.50 for the year ended March 31, 2021 and amounted to INR 14.90 has been considered
for the period April 1, 2021 to August 23, 2021.

(vii) The charge of additional ESOPs issued by the Company to certain employees of Spoton group who had
joined Delhivery Limited subsequent to acquisition of Spoton Group, is included under employee benefits
expenses amounted to INR 77.60 for the year ended March 31, 2021 and amounted to INR 30.83 has been
considered for the period April 1, 2021 to August 23, 2021.

The aggregate adjustment in the employee cost amounted to INR 115.10 (INR 37.50 for the conditional
bonus for management of and INR 77.60 for additional ESOPs) for the year ended March 31, 2021 and
amounted to INR 45.73 (INR 14.90. for the conditional bonus for management of and INR 30.83 for
additional ESOPs) for the period April 1, 2021 to August 23, 2021.

(viii) The purchase consideration of INR 15,216.02 as on the date of acquisition had been allocated to the
acquired assets and liabilities as follows:

370
Delhivery Limited (formerly known as Delhivery Private Limited)

Notes to the proforma consolidated financial information as at and for the year ended March 31, 2021 and
for the nine months period December 31, 2021

(All amounts in INR Millions, unless otherwise stated)

 

 

 

 

 

Particulars As at 31 March 2021
Net Assets 486.67
Fair value of Intangibles 2,929.20
Goodwill 11,800.15
Total Purchase consideration 15,216.02

 

 

 

 

The goodwill has been calculated based on the special purpose consolidated balance sheet of Spoton Group
as at March 31, 2021. As of March 31, 2021, the fair value of the net assets (including intangible assets)
acquired of Spoton Group, amounts to INR 3,415.87 Accordingly, an amount of INR 11,800.15 being the
excess of the aggregate of the purchase consideration for the acquisition over its share of net assets acquired,
has been recognized as goodwill on consolidation.

(ix) Intragroup elimination adjustments:
Adjustment on account of elimination of Intragroup transactions and balance between the Group and
Spoton Group as follows:

 

Particular For the year For the period
ended March 31, | April 1, 2021 to
2021 August 23, 2021

 

Proforma Consolidated statement of Profit and Loss

 

 

 

 

Decrease in revenue from operations (1.84) (9.92)
Decrease in freight, handling and servicing cost (1.84) (9.92)
Particular As at March 31, 2021

 

Proforma Consolidated Balance Sheet

Decrease in trade receivables (2.17)
Decrease in trade payable (2.17)

 

 

 

 

(x) The Company has re-estimated its tax position as at December 31, 2021 in relation to deferred tax
liability/assets on acquired intangible assets [as discussed in (viii) above] and accordingly has recognized
a deferred tax liability of INR 913.91 as at December 31, 2021 on the aforesaid intangible assets and thus
consequently reversed deferred tax liability of INR 163.63 for the period April 1, 2021 to August 23, 2021.

(xi) Earnings per share (EPS): Proforma EPS calculation for the year ended March 31, 2021 and nine months
period ended December 31, 2021 has been based on proforma consolidated statement of profit and loss of
respective year/period and the assumption that the equity shares or preference shares issued as part of both
the transactions were in issue at the beginning of the year/period for which proforma consolidated financial
information have been presented.

(xii) The Restated Consolidated Summary Statement of Profit and Loss of the Group includes post acquisition
revenue and expenses of Spoton Group for the period August 24, 2021 to December 31, 2021. Column B
— Special Purpose Interim Consolidated Statement of Profit and Loss of Spoton Logistics Private Limited
includes the revenue and expenses for the period April 1, 2021 till December 31, 2021 of SLPL.
Accordingly, the post-acquisition revenue and expenses have been reduced as an adjustment.
Delhivery Limited (formerly known as Delhivery Private Limited)

Notes to the proforma consolidated financial information as at and for the year ended March 31, 2021 and
for the nine months period December 31, 2021

(All amounts in INR Millions, unless otherwise stated)

(xiii) Other than as mentioned above, no additional adjustments have been made to the proforma consolidated
balance sheet or the proforma consolidated statement of profit and loss to reflect any other transactions of
the Group entered into subsequent to December 31, 2021.

For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of

Chartered Accountants Delhivery Limited (formerly known as Delhivery
Private Limited)

ICAI firm registration number: 101049W/E300004

Sandeep Kumar Sahil Barua

per Yogesh Midha Barasia
Whole Time Director Managing Director and
and Chief Business Chief Executive Officer
Officer DIN: 05131571

Partner DIN: 01432123

Membership No.: 094941
Amit Agarwal Sunil Kumar Bansal
Chief Financial officer Company Secretary

(ECS — 4810)
Place: New Delhi Place: Gurugram Place: Gurugram
Date: March 25, 2022 Date: March 25, 2022 Date: March 25, 2022

372
SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS OF SPOTON LOGISTICS
PRIVATE LIMITED

(The remainder of this page is intentionally left blank)

373
INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of Spoton Logistics Private Limited

Report on the Audit of Special Purpose Consolidated Financial Statements
Opinion

We have audited the accompanying Special Purpose Consolidated Financial Statements of Spoton Logistics
Private Limited (hereinafter referred to as the “Holding Company” or “the Company”) and its subsidiary
(the Company and its subsidiary together referred to as “the Group”), which comprise the special purpose
consolidated balance sheet as at 31 March 2021, and the special purpose consolidated statement of profit
and loss (including other comprehensive income), the special purpose consolidated statement of changes in
equity and the special purpose consolidated statement of cash flows for the year then ended, and summary
of significant accounting policies along with the necessary and related notes (hereinafter referred to as “
Special Purpose Consolidated Financial Statements”). The Special Purpose Consolidated Financial
Statements have been prepared by the Management of the Company in accordance with the basis of the
preparation as set out in Note 2.1 to the Special Purpose Consolidated Financial Statements.

In our opinion, and in the context of overriding effect of the accounting treatment for the amalgamation
scheme approved by the National Company Law Tribunal (‘NCLT’) vis-a-vis the treatment that would have
been applicable otherwise as described in note 4 Special Purpose Consolidated Financial Statements, the
accompanying Special Purpose Consolidated Financial Statements of the Group for the year ended 31
March 2021 are prepared, in all material respects, in accordance with the basis of the preparation as set out
in Note 2.1 of the Special Purpose Consolidated Financial Statements.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) issued by the Institute of
Chartered Accountants of India. Our responsibilities under those SAs are further described in the Auditor’s
Responsibilities for the Audit of the Special Purpose Consolidated Financial Statements section of our
report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the
Special Purpose Consolidated Financial Statements, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion on the Special Purpose Consolidated
Financial Statements.

374
INDEPENDENT AUDITORS’ REPORT (continued)
To the Board of Directors of Spoton Logistics Private Limited

Report on the Audit of Special Purpose Consolidated Financial Statements

Emphasis of Matter

We draw attention to Note 39 to the Special Purpose Consolidated Financial Statements for the year ended
31 March 2021 regarding the Scheme of Arrangement (‘the Scheme’) for amalgamation of Vankatesh
Pharma Private Limited (‘the transferor Company’) and Spoton Logistics Private Limited (‘the Transferee
Company’), which has been described in the aforesaid note. The Scheme has been approved by the NCLT
vide its order dated 27 November 2019 with an appointed date of 30 August 2018 and a certified copy has
been filed by the Company with the Registrar of Companies, Gujarat, on 10 January 2020. We further draw
attention to the fact that in accordance with the Scheme approved by the NCLT, the Company continues to
amortise Goodwill over a period of 5 years in the Special Purpose Consolidated Financial Statements, which
overrides the relevant requirement of Ind AS 103 ‘Business Combinations’ and Ind AS 36 ‘Impairment of
assets’ (according to which acquired Goodwill is not permitted to be amortised and is required to be tested
annually for impairment). The financial impact of the aforesaid treatment has been disclosed in the Note 4
to the Special Purpose Consolidated Financial Statements.

Our conclusion is not modified in respect of this matter.

We draw attention to Note 2.1 to the Special Purpose Consolidated Financial Statements, which describes
the basis of preparation in accordance with the measurement and recognition principles of Indian
Accounting Standard (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015
(as amended from time to time) after considering the transition date of 1 April 2020. Further, the Special
Purpose Consolidated Financial Statements of the Group have been prepared for the purpose of preparation
of Proforma financial statements by Delhivery Limited (Issuer Company) which will be included in Initial
Public Offering documents pursuant to the requirements of Issue of Capital and Disclosure Requirements,
2018 as amended and hence, these Special Purpose Consolidated Financial Statements do not include
certain disclosures which would have otherwise been required for general purpose Consolidated financial
statements. These Special Purpose Consolidated Financial Statements omit disclosures such as transition
date balance sheet, comparative information and certain other disclosures as envisaged under Ind AS and
presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant
Schedule III.

Our conclusion is not modified in respect of this matter.
Management's Responsibility for the Special Purpose Consolidated Financial Statements

The Holding Company’s Management and Board of Directors are responsible for the preparation of these
Special Purpose Consolidated Financial Statements which have been prepared in accordance with the basis
of preparation as set out in Note 2.1 to the Special Purpose Consolidated Financial Statements. The
respective Management and Board of Directors are responsible for such internal control as management
determines is necessary to enable the preparation of Special Purpose Financial Statements that are free from
material misstatement, whether due to fraud or error.

In preparing the Special Purpose Consolidated Financial Statements, the respective Management and Board
of Directors of the companies included in the Group are responsible for assessing the ability of each
company to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the respective Board of Directors either intends to
liquidate the company or to cease operations, or has no realistic alternative but to do so.

375
INDEPENDENT AUDITORS’ REPORT (continued)
To the Board of Directors of Spoton Logistics Private Limited

Report on the Audit of Special Purpose Consolidated Financial Statements
Basis of Accounting and Restriction on Distribution and Use

Without modifying our opinion, we draw attention to Note 2.1 to the Special Purpose Financial
Consolidated Statements, which describes the basis of accounting. The Special Purpose Consolidated
Financial Statements of the Group have been prepared for the purpose of preparation of Proforma financial
statements by the Issuer Company which will be included in Initial public offering documents pursuant to
the requirements of Issue of Capital and Disclosure Requirements, 2018 as amended. As a result, the Special
Purpose Consolidated Financial Statements may not be suitable for another purpose. Our report is solely
for the use of the Board of Directors of the Company and for the use of current statutory auditors of Issuer
Company and for its inclusion in the Draft Red Herring Prospectus, Red Herring Prospectus and Prospectus
of the Issuer Company and should not be distributed to or used by other parties without our prior consent.

For BS R & Associates LLP
Chartered Accountants
ICAI Firm’s Registration No: 116231 W/ W-100024

Vipin Lodha

Partner

Membership number: 076806

ICAI UDIN: 21076806AAAABU3132

Place: Bengaluru
Date: 31 October 2021

377
INDEPENDENT AUDITORS’ REPORT (continued)
To the Board of Directors of Spoton Logistics Private Limited
Report on the Audit of Special Purpose Consolidated Financial Statements

Auditor’s Responsibilities for the Audit of the Special Purpose Consolidated Financial Statements

The respective Board of Directors of the companies included in the Group are also responsible for
overseeing the financial reporting process of each company.

Our objectives are to obtain reasonable assurance about whether the Special Purpose Consolidated Financial
Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
Auditors’ Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these Special Purpose Consolidated Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

e Identify and assess the risks of material misstatement of the Special Purpose Consolidated Financial
Statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

e Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.

e Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management and Board of Directors.

e Conclude on the appropriateness of management and Board of Directors use of the going concern basis
of accounting in preparation of Special Purpose Consolidated Financial Statements and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the appropriateness of this assumption. If we conclude that a material
uncertainty exists, we are required to draw attention in our Auditors’ Report to the related disclosures
in the Special Purpose Consolidated Financial Statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditors’ report. However, future events or conditions may cause the Group to cease to continue as a
going concer.

We communicate with those charged with governance of the Holding Company and such other entities
included in the Special Purpose Consolidated Financial Statements of which we are the independent
auditors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.

376
‘Spoton Logistics Private Limited
Special Purpose Consolidated Balance Sheet
(All amount in INR Millions unless otherwise stated)

 

 

Particulars Notes Asat
31 March 2021
‘Assets
Non-current assets
Property, plant and equipment 3 195.94
Right of use assets 31 924.13
Goodwill 4 807.15
Other intangible assets 4 60.11
Intangible assets under development 5 6.78
Other financial assets 10 133.67
Tax assets (net) u 273.85
Other assets 2 20.78
Total non- current assets 2ADAT

Current assets
Financial assets,

 

   
 

Trade receivables 7 1,792.77
Cash and cash equivalents 8 237.27
Other bank balances 9 6.87
Other financial assets 10 492.21

Other assets 2 216.22

Total current assets 2,745.34

Total assets

Equity and liabilities

Equity

Equity share capital 3B 198.26

Other equity 4 288.41

Equity attributable to shareholders of the Company 486.67

Total equity 486.67

Liabilities

Non-current liabilities

Financial liabilities

Borrowings 15 1,059.48
Lease liabilities 31 654.78
Other financial liabilities 7 226.06

Provisions 18 75.59

Deferred tax liabilities (net) 6 33.48

Total non-current liabilities 2,049.39

Current liabilities

Financial liabilities
Borrowings 15 727.23
Lease liabilities 31 312.82
Trade payables

Total outstanding dues of micro enterprises and small enterprises 16 16.02

Total outstanding dues of creditors other than micro enterprises and small

enterprises 16 1,356.09
Other financial liabilities 7 159.16

Provisions 18 18.94

Other current liabilities 19 41.43

Total current liabilities 2,631.69

Total liabilities 1.08

Total equity and liabilities

Summary of Significant accounting policies 24

‘The accompanying notes are an integral part of the Special Purpose Consolidated Financial Statements.

[As per our report of even date attached:

 

For BSR & Associates LLP For and on behalf of the Board of Directors of
‘Chartered Accountants Spoton Logistics Private Lit

Firm registration number: 116231W/W-100024 UIN -U63090G2011PTC108834

Vipin Lodha Ajith Pai Mangalore Abhik Kumar Mitra
Partner Director Director

Membership No. 076806 DIN: 07168138 DIN: 00337465

Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 31 October 2021 Date: 31 October 2021 Date: 31 October 2021

Krishna Chandrasekar — Pavithra P
Chief Financial Officer Company Secretary

Place: Bengaluru Place: Bengaluru
Date: 31 October 2021 Date: 31 October 2021

378
Spoton Logistics Private Limited
Special Purpose Consolidated Statement of Profit and Loss
(All amount in INR Millions unless otherwise stated)

 

 

Particulars Notes For the year ended
31 March 2021
Revenue from operations 20 8,035.88
Other income 21 26.89
Total income (1) 8,062.77

Expenses
Freight, handling and servicing cost
Employee benefits expense

Finance costs,

Depreciation and amortization expense
Other expenses

Total expenses (II)

Loss before tax (III= I-11)

‘Tax expense, comprising:

Current tax

Deferred tax

Total tax expense (IV)

Loss for the year after tax (V= III-IV)

Other comprehensive loss:
(a) Items that will not be reclassified to profit or loss in subsequent peri

 

(i) Re-measurement gains on defined benefit plans
Income tax relating to items that will not be re-classified to profit or loss

 

Other comprehensive loss for the year
Total comprehensive loss for the year

Loss for the year

Attributable to:
Shareholders of the Holding Company
Non-controlling interests,

Other comprehensive income for the year
Attributable to:
Shareholders of the Holding Company
Non-controlling interests

Total comprehensive loss for the year
Attributable to:
Shareholders of the Holding Company
Non-controlling interests

Loss per equity share
~ Basic earnings per share (INR)
- Diluted earnings per share (INR)

Summary of Significant accounting policies

 

22 5,925.38
23 856.04
24 369.28
25 718.98
26 503.19

8,372.87

 

(310.10)

120.13

6 (156.57)
(36.44)
(273.66)

 

9.70
(3.39)

631

 

(267.35)

 

(267.40)
(6.26)
(273.66)

 

(261.09)
(6.26)

(267.35)

27 (14.27)
7 (14.27)

24

‘The accompanying notes are an integral part of the Special Purpose Consolidated Financial Statements.

AAs per our report of even date attached:

For BS R & Associates LLP
Chartered Accountants
Firm registration number: 116231W/W-100024

Vipin Lodha
Partner

Membership No. 076806

Place: Bengaluru
Date: 31 October 2021

For and on behalf of the Board of Directors of
Spoton Logistics Private Limited
UIN : U63090G52011PTC108834

Ajith Pai Mangalore Abhik Mitra

Director ‘Director
DIN: 07168138 DIN: 00337465
Place: Bengaluru Place: Bengaluru

Date: 31 October 2021 Date: 31 October 2021,

Krishna ChandrasekarPavithra P
Chief Financial Officer Company Secretary

Place: Bengaluru Place: Bengaluru
Date: 31 October 2021 Date: 31 October 2021

379
Spoton Logistics Private Limited
Special Purpose Consolidated Statement of Gash Flows
(All amount in INR Millions unless otherwise stated)

 

 

Particulars For the year ended
31 March 2021
Cash flows from operating activities
Loss before tax (310.10)
Adjustments to reconcile loss before tax to net cash flows:
Depreciation of property, plant and equipment 119.90
Amortization of intangible assets (including goodwill) 266.98
Depreciation of right-of-use assets 332.10
Allowance for bad and doubtful debts, net 64.35
Bad debis written off 0.03
Employee stock option expenses 27.93
Rent concession on lease liabilities (refer note 21) (16.93)
Gain on termination of lease contracts (047)
Interest income on unwinding of discount on security deposits paid (6.29)
Interest expense 369.28
Interest income (3.20)
Operating profit 843.58
Net change in:
Trade receivables (278.45)
Other financial assets (286.23)
Other assets (69.86)
Other liabilities 277)
Financial liabilities 16.16
Provisions 14.47
Trade payables 492,93
Cash generated from operations 729.83
Income taxes paid (net) (103.91)
Net cash generated from operating activities (A) 625.92
Investing activities
Purchase of property, plant & equipment
(including capital creditors and capital advances) (123.75)
Interest received 422
Maturity of bank deposits (having original maturity
of less than 12 months) 78.03
Net cash flows used in investing activities (B) (GL50)
Financing activities
Proceeds from issue of equity share capital 21.74
Security premium from issue of equity share capital 378.26
Proceeds from long term borrowings 1,078.6
Repayment of long term borrowings (1,216.25)
Repayment of short term borrowings (149.44)
Payment of principal portion of lease liabilities (295.22)
Payment of interest portion of lease liabilities (64.46)
Interest paid (213.73)
Net cash flows used in financing activities ( C) (460.44)

380
Spoton Logistics Private Limited
Special Purpose Consolidated Statement of Gash Flows
(All amount in INR Millions unless otherwise stated)

 

 

Particulars For the year ended
31 March 2021

‘Net increase in cash and cash equivalents (A+B+C) 123.98

Cash and cash equivalents at the beginning of the year 113.31

Cash and cash equivalents at the end of the year (refer note 8) 237.27

Change in liabilities arising from financing activites

 

 

 

 

 

 

 

 

 

 

 

Particulars ‘Opening balance Cash flows] Non cash changes losing balance
TApril 2020 31 March 2021
Borrowings 2,000.93 (287.03)| R81 1,786.71
Tease labilities| 837.7 (355.69) 489.52 967.60
‘Summary of Significant accounting policies (refer Note 2.4)
The accompanying notes are an integral part of the Special Purpose Consolidated Financial Statements
[As per our report of even date attached
For BSR & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants ‘Spoton Logistics Private Limited
Firm registration number: 116231 W/W-100024 UIN : U63090GJ2011PTC108834
Lodha Ajith Pai Mangalore Abhik Mitra
Partner Director Director
Membership No. 076806 DIN: 07168138 DIN: 00337465
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 31 October 2021 Date: 31 October 2021 Date: 31 October 2021
Krishna Chandrasekar —_Pavithra P

Chief Financial Officer

Place: Bengaluru
Date: 31 October 2021

381

Company Secretary

Place: Bengaluru
Date: 31 October 2021

 
 

Spoton Logistics Private Limited
Special Purpose Consolidated Statement of Changes in Equity
(All amount in INR Millions unless otherwise stated)

a. Equity share capital

 

 

 

 

 

 

 

 

 

 

Particulars Asat
31 March 2021
‘Number ‘Amount

|At the beginning of the year 1,76,51,645 176.52
|Add: Issued during the year 21,73,.913 21.74
[Outstanding at the end of the year 1,98,25,558 198.26
b. Other equity

‘Securities Premium Retained NCI reserves | Employee stock option
Particulars earnings outstanding account Total
[As at O1 April 2020 951.43 (659.16) (188.77) 46.05 149.54
Loss for the year - (267.39) : : 267.39)|
Other comprehensive income
Re-measurement gain on defined benefit obligation (net of tax) : 631 : : 631
[Total other comprehensive income - (261.08) : : (261.08)
Premium received during the year on issuance of equity shares (refer to note 14) 378.26 : : : 378.26
Employee stock option expenses - : : 27.93 27.93
Loss attributable to NCI holders : : 6.26) - (6.26)
|As at 31 March 2021 1,329.69 (020.23) (295.03) 73.97 288.41

 

 

 

 

Gain of INR 6.31 million on remeasurement of defined employee benefit plans (net of tax) is recognised as a part of retained earnings for the year ended 31 March 2021.

Summary of Significant accounting policies (refer Note 2.4)

‘The accompanying notes are an integral part of the Special Purpose Consolidated Financial Statements.
[As per our report of even date attached:

for BSR & Associates LLP

Chartered Accountants
Firm registration number: 116231W/W-100024

 

Partner
Membership No. 076806

Place: Bengaluru
Date: 31 October 2021

for and on behalf of the Board of Directors of

‘Spoton Logistics Private Lit

 

ited

 

UIN : U63090G)201 1PTC108834

 

Ajith Pai Mangalore
Director
DIN: 07168138

Place: Bengaluru
Date: 31 October 2021

Krishna Chandrasekar
Chief Financial Officer

Place: Bengaluru
Date: 31 October 2021

382

Abhik Mitra
Director
DIN: 00337465

Place: Bengaluru
Date: 31 October 2021

Pavithra P
Company Secretary

Place: Bengaluru
Date: 31 October 2021

 
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

1. Group overview

2.1

Spoton Logistics Private Limited (“the Holding Company”) was incorporated on 17 November
2011 as Private Limited Company under Companies Act, 1956.

During the year 2011-12, the Holding Company entered into an Asset Transfer agreement dated 9
December 2011 with TNT India Private Limited (“TNT”), where in TNT agreed to sell and transfer
identified assets, customer and vendor contracts in relation to domestic road business and identified
employees.

During the 2018-19, the Holding Company entered into scheme of arrangement (“the Scheme”) for
amalgamation with Vankatesh Pharma Private Limited ("VPPL"). The scheme of arrangement was
duly approved by the National Company Law Tribunal of Ahmedabad on 27 November 2019 under
provision of the Companies Act 2013, and the certified true copy of the Scheme was filed with the
Registrar of Companies.

The Holding Company has a subsidiary, namely Spoton Supply Chain Solutions Private Limited
(formerly known as Raag Technologies and Services Private Limited), (“the Subsidiary”) which
carries on the business of transportation of goods and warehouse management services.

The Holding Company and its subsidiary (collectively referred to as “the Group”) is engaged in the
domestic road business i.e. transportation freight through surface transport within the territory of
India. The Group has recently entered into Air business i.e. transportation of goods/consignments
through Air. On 29 June 2019 the Holding Company has changed its registered office from
Bengaluru, Karnataka to Ahmedabad, Gujarat.

Further, subsequent to 31 March 2021, a Share Purchase Agreement dated 29 July 2021, as amended
by Amendment Agreement executed on 19 August 2021, was executed amongst, Delhivery
Limited ("Acquirer") and M/s Samara Alternate Investment Fund, M/s Samara Capital Partners
Fund II Limited, M/s Virginia Tech Foundation Inc., M/s Xponentia Opportunities Fund-I and
Xponentia Fund Patners LLP (pursuant to this transaction, Delivery became the holding company
of the Company). The Board of Directors of the Holding Company approved on 24 August 2021
and took on record the transfer of 19,825,558 fully paid-up equity shares of face value Rs. 10 each
of the Holding Company, collectively held by the Sellers, free and clear of all encumbrances of any
nature. The effective date of acquisition is 24 August 2021. Also, refer to notes 32 and 41.

The Special Purpose Consolidated Financial Statements were authorized for issue in accordance
with a resolution of the Holding Company’s Board of Directors on 31 October 2021.

Basis of preparation, Basis of transition and principles of consolidation
Basis of preparation

These Special Purpose Consolidated Financial Statements have been prepared in accordance with
the measurement and recognition principles of Indian Accounting Standard (Ind AS) notified under
the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) after
considering the transition date of 1 April 2020. However, these Special Purpose Consolidated
Financial Statements do not include certain disclosures which would have otherwise been required
for General Purpose Consolidated Financial Statements. These Special Purpose Consolidated
Financial Statements omit disclosures such as transition date balance sheet, comparative
information and certain other disclosures as envisaged under Ind AS and presentation requirements
of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III).

383
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)
2.1 Basis of preparation (continued)

As stated in note 1, the Group has been acquired by Delhivery Limited (“Issuer Company”).
Delhivery Limited is in the process of filing the Initial public offering documents with Securities
and Exchange Board of India (“SEBI”). The Special Purpose Consolidated Financial Statements of
the Group have been prepared for the purpose of preparation of Proforma financial statements by
the Issuer Company which will be included in Initial public offering documents pursuant to the
requirements of Issue of Capital and Disclosure Requirements, 2018 as amended.

These Special Purpose Consolidated Financial Statements are not the statutory financial statements
of the Group. As a result, these Special Purpose Consolidated Financial Statements may not be
suitable for any purpose other than those stated above.

i.Functional and Presentation currency

The Special Purpose Consolidated Financial Statements are presented in Indian Rupees and all
amounts disclosed in the Special Purpose Consolidated Financial Statements and notes have been
rounded off to the nearest million (as per the requirement of Schedule III), unless otherwise stated.

ii.Basis of measurement

The Special Purpose Consolidated Financial Statements have been prepared on the historical cost
basis except for the following items:

 

Items Measurement basis
Certain financial assets and liabilities Fair value
Net defined benefit (asset)/ liability Fair value of plan assets less present

value of defined benefit obligations
iii. Current versus non-current classification

The Group presents assets and liabilities in the consolidated balance sheet based on current/non-
current classification. An asset is treated as current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle;

Held primarily for the purpose of trading;

Expected to be realised within twelve months after the reporting period; or

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting period.

aoeoe

All other assets are classified as non-current.

A liability is current when:

a. It is expected to be settled in normal operating cycle;

b. It is held primarily for the purpose of trading;

c. It is due to be settled within twelve months after the reporting period; or

d. There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

384
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)

The operating cycle is the time between the acquisition of assets for processing and their realisation
in cash and cash equivalents. The Group has identified twelve months as its operating cycle.

Refer Note 28 for Significant accounting judgements, estimates and assumptions.
2.2 Basis of transition to Ind AS

The adoption of Ind AS is carried out in accordance with Ind AS 101 on 1 April 2020 being the
transition date. In preparing these Special Purpose Consolidated Financial Statements, the Group
has availed of certain exemptions and exceptions in accordance with Ind AS 101, as explained
below. The resulting difference between the carrying values of the assets and liabilities in the
Special Purpose Consolidated Financial Statements as at the transition date under Ind AS and
previous GAAP have been recognised directly in equity at the transition date.

The Group’s consolidated financial statements up to and for the year ended 31 March 2021 were
prepared in accordance with the Companies (Accounting Standards) Rules, 2006, notified under
Section 133 of the Act and other relevant provisions of the Act (‘Previous GAAP’).

As these are the Group’s first consolidated financial statements prepared in accordance with Indian
Accounting Standards (Ind AS), Ind AS 101, First-time Adoption of Indian Accounting Standards
has been applied. An explanation of how the transition to Ind AS has affected the previously
reported financial position, financial performance and cash flows of the Group is provided in Note
40.

Ind AS 101 allows first-time adopters, certain optional exemptions and mandatory exceptions from
the retrospective application of certain requirements under Ind AS. Refer note 40 for exemptions
taken by the Group for first time adoption by the Group.

2.3 Basis of consolidation

Subsidiary

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:

(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee).

(ii) Exposure, or rights, to variable returns from its involvement with the investee, and

(iii) The ability to use its power over the investee to affect its returns.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the subsidiary and ceases when the Group loses control
of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of
during the year are included in the Special Purpose Consolidated Financial Statements from the
date the Group gains control until the date the Group ceases to control the subsidiary.

385
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Notes to Special Purpose Consolidated Financial Statements

2:

Basis of preparation, Basis of transition and principles of consolidation (continued)

2.3 Basis of consolidation (continued)

Consolidation procedures:

(i) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the Holding
Company with those of its Subsidiary. For this purpose, income and expenses of the Subsidiary
are based on the amounts of the assets and liabilities recognised in the Special Purpose
Consolidated Financial Statements at the acquisition date.

(ii) Offset (eliminate) the carrying amount of the Holding Company’s investment in the Subsidiary
and the Holding Company’s portion of equity of each subsidiary. Business combinations policy
explains how to account for any related goodwill.

(iii) Eliminate in full intracompany assets and liabilities, equity, income, expenses and cash flows
relating to transactions between entities of the Group [profits or losses resulting from
intracompany transactions that are recognised in assets (if any) are eliminated in full].
Intracompany losses may indicate an impairment that requires recognition in the Special
Purpose Consolidated Financial Statements. Ind AS12 Income Taxes applies to temporary
differences that arise from the elimination of profits and losses resulting from intracompany
transactions.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the Holding Company of the Group and to the non-controlling interests, even if this
results in the non-controlling interests having a deficit balance. When necessary, adjustments are
made to the financial statements of the Subsidiary to bring their accounting policies into line with
the Group’s accounting policies. All intra-company assets and liabilities, equity, income, expenses
and cash flows relating to transactions between members of the Group are eliminated in full on
consolidation.

A change in the ownership interest of a Subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:

i. Derecognises the assets (including goodwill) and liabilities of the Subsidiary;

ii. Derecognises the carrying amount of any non-controlling interests;

iii. Derecognises the cumulative translation differences recorded in equity;

iv. Recognises the fair value of the consideration received;

v. Recognises the fair value of any investment retained;

vi. Recognises any surplus or deficit in profit or loss; and

vii. Reclassifies the Holding Company’s share of components previously recognised in OCI to
profit or loss or retained earnings, as appropriate, as would be required if the Group had directly
disposed of the related assets or liabilities.

The Subsidiary considered in the Special Purpose Consolidated Financial Statements is listed

below:

 

 

 

Name of the Company frargeitatian Relationship re holding
Spoton Supply Chain Solutions Private

Limited (formerly known as Raag India Subsidiary (refer 65%
Technologies and Services Private note below

Limited)

 

 

 

 

 

Note: Acquired w.e.f. 1 December 2019.

386
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Notes to Special Purpose Consolidated Financial Statements

2.
2.4,

Basis of preparation, Basis of transition and principles of consolidation (continued)
Summary of significant accounting policies

i. Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded in the functional currency spot rates at the
date the transaction first qualifies for recognition. However, for practical reasons, the Group uses
an average rate if the average approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency spot rates of exchange at the balance sheet date.

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 initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date when
the fair value is determined. The gain or loss arising on translation of non-monetary items measured
at fair value is treated in line with the recognition of the gain or loss on the change in fair value of
the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or
profit or loss are also recognised in OCI or profit or loss, respectively).

ii. Property, Plant and Equipment (PPE)

a. Transition to Ind AS

Ind AS 101 permits an entity to elect to measure an item of property, plant and equipment at the
date of transition to Ind AS at its carrying value and use that carrying value as its deemed cost at
that date. Accordingly, the Group has elected to use the carrying value of all the items of property,
plant and equipment on the date of transition and designate the same as deemed cost on the date
of transition.

b.Recognition and Measurement

Cost of an item of property, plant and equipment comprises its purchase price, including import
duties and nonrefundable purchase taxes, after deducting trade discounts and rebates, any directly
attributable cost of bringing the item to its working condition for its intended use and estimated
costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, then
they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in
Consolidated statement profit or loss.

c. Subsequent expenditure

Subsequent expenditure is capitalised only if its probable that the future economic benefits
associated with the expenditure will flow to the Group.

387
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Notes to Special Purpose Consolidated Financial Statements

2.
2.4,

Basis of preparation, Basis of transition and principles of consolidation (continued)
Summary of significant accounting policies (continued)

ii. Property, Plant and Equipment (PPE) (continued)

d. Depreciation

Depreciation on all property plant and equipment are provided on a written-down value method
based on the estimated useful life of the asset, which is as follows:

 

 

 

 

 

 

Property, plant and equipment Useful lives estimated by | Useful lives as per
the management Schedule II

Buildings 30 years 30 years

Furniture and fittings 10 years 10 years

Office Equipments 5 years 5 years

Electrical Installations and Equipments 10 years 10 years

Computers 3 years 3 years

Plant and Machinery 15 years 15 years

Vehicles 8 years 8 and 10 years

 

 

 

 

 

Leasehold improvements are amortised over the lease term or useful lives of assets, whichever is
less.

The management has estimated the useful lives and residual values of all property, plant and
equipment and adopted useful lives based on management’s technical assessment of their
respective economic useful lives. The residual values, useful lives and methods of depreciation of
property, plant and equipment are reviewed at each financial period end and adjusted prospectively,
if appropriate.

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated
impairment loss, if any.

Capital work in progress is stated at cost, net of accumulated impairment loss, if any.

The depreciation method applied to an asset shall be reviewed at least at each financial year-end
and, if there has been a significant change in the expected pattern of consumption of the future
economic benefits embodied in the asset, the method shall be changed to reflect the changed
pattern. Such a change shall be accounted for as a change in an accounting estimate in accordance
with Ind AS 8.

Depreciation on the assets purchased during the year is provided on pro-rata basis from the date of
purchase of the assets.

An item of property, plant and equipment and any significant part initially recognised is
derecognised upon disposal or when no future economic benefits are expected from its use or
disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the asset) is included in the
consolidated statement of profit and loss when the asset is derecognised.

388
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2.
2.4,

Basis of preparation, Basis of transition and principles of consolidation (continued)
Summary of significant accounting policies (continued)

iii. Intangible assets

Ind AS 101 permits an entity to elect to measure an item of intangible assets at the date of transition
to Ind AS at its carrying value and use that carrying value as its deemed cost at that date.
Accordingly, the Group has elected to use the carrying value of all the items of intangible assets
on the date of transition and designate the same as deemed cost on the date of transition.

Intangible assets (mainly includes softwares) acquired separately are measured on initial
recognition at cost. The amortisation period and the amortisation method for an Intangible asset
with a finite useful life are reviewed at least at the end of each reporting period. Changes in the
expected useful life or the expected pattern of consumption of future economic benefits embodied
in the asset are considered to modify the amortisation period or method, as appropriate, and are
treated as changes in accounting estimates. The amortisation expense on intangible assets with
finite lives is recognised in the consolidated statement of profit and loss unless such expenditure
forms part of carrying value of another asset.

IT Softwares are to be depreciated 5 years as its useful life.

Gains or losses arising from derecognition 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
consolidated statement of profit or loss when the asset is derecognised.

iv. Business Combinations and Goodwill

In accordance with Ind AS 101 provisions related to first time adoption, the Group has elected to
apply Ind AS accounting for business combinations prospectively from 1 April 2020. As such,
Indian GAAP balances relating to business combinations entered into before that date, including
Goodwill, have been carried forward.

   

The acquisition method of accounting is used to account for all business combinations. The
consideration transferred for the acquisition of a Subsidiary comprises the:

e fair values of the assets transferred;

e liabilities incurred to the former owners of the acquired business;

¢ equity interests issued by the Group; and

e — fair value of any asset or liability resulting from a contingent consideration arrangement.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions (measured initially at their fair values at the acquisition
date). The Group recognises any non-controlling interest in the acquired entity on an acquisition-
by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of
the acquired entity’s net identifiable assets. Acquisition-related costs are expensed as incurred.

However, the following assets and liabilities acquired in a business combination are measured at
the basis indicated below:

389
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2.
2.4,

Basis of preparation, Basis of transition and principles of consolidation (continued)
Summary of significant accounting policies (continued)

iv. Business Combinations and Goodwill (continued)
+ Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit
arrangements are recognised and measured in accordance with Ind AS 12 Income Tax and
Ind AS 19 Employee Benefits respectively.

The excess of the
e consideration transferred;
e amount of any non-controlling interest in the acquired entity, and
¢ —acquisition-date fair value of any previous equity interest in the acquired entity

over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as
goodwill. If those amounts are less than the fair value of the net identifiable assets of the business
acquired, the difference is recognised in other comprehensive income and accumulated in equity
as Capital reserve provided there is clear evidence of the underlying reasons for classifying the
business combination as a bargain purchase. In other cases, the bargain purchase gain is recognised
directly in equity as capital reserve.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For
the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit
from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned
to those units. A cash generating unit to which goodwill has been allocated is tested for impairment
annually, or more frequently when there is an indication that the unit may be impaired.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future
are discounted to their present value as at the date of exchange. The discount rate used is the
Group’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained
from an independent financier under comparable terms and conditions.

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the
acquisition date. Contingent consideration is classified either as equity or a financial liability.
Amounts classified as a financial liability are subsequently remeasured to fair value with changes
in fair value recognised in profit or loss. Contingent consideration that is classified as equity is not
re-measured at subsequent balance sheet dates and subsequent its settlement is accounted for
within equity.

If the business combination is achieved in stages, the acquisition date carrying value of the
acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the
acquisition date. Any gains or losses arising from such remeasurement are recognised in profit or
loss or other comprehensive income, as appropriate.

390
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)

2.4,

Summary of significant accounting policies (continued)
v. Non-controlling interest (Call and Put option)

The NCI equity shareholders have NCI’s right to sell (put option) and the Holding Company also
has the right to purchase (call option) the NCI’S shares which is subject to certain terms and
conditions specified in the share subscription agreement. The Call Option and Put Option are
collectively referred as the "Options" and met the criteria to be classified as liability in the special
purpose consolidated financial statements. NCI continues to receive an allocation of profit or loss.

vi. Lease
Group as a lessee

The Group accounted for Ind AS 116 using the modified retrospective approach with the
cumulative effect recognised at the date of initial application i.e 1 April 2020. The Group applies
a single recognition and measurement approach for all leases, except for short-term leases and
leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-
of-use assets representing 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 depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less any lease
incentives received. Right-of-use assets are depreciated on a straight-line basis over the lease term.

ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities 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 incentives receivable, variable
lease payments that depend on an index or a rate, and amounts expected to be paid under residual
value guarantees.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate
at the lease commencement date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect
the accretion of interest and reduced for the lease payments made. In addition, the carrying amount
of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in
the lease payments (e.g., changes to future payments resulting from a change in an index or rate
used to determine such lease payments) or a change in the assessment of an option to purchase the
underlying asset.

iii)Short term leases and lease of low value assets

The Group has elected not to recognise right of-use assets and lease liabilities for leases of low
value assets and short-term leases. The Group recognises the lease payments associated with these
leases as an expense on a straight-line basis over the lease term.
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2:

2.4,

Basis of preparation, Basis of transition and principles of consolidation (continued)
Summary of significant accounting policies (continued)
vii. Revenue from contracts with customers

Revenue from contracts with customers is recognised when control of the goods or services are
transferred to the customer, at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for those goods or services. The Group has generally concluded
that it is the principal in its revenue arrangements because it typically controls the goods or
services before transferring them to the customer. A 5-step approach is used to recognise revenue
as below:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligation in contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Performance obligation

At contract inception, the Group assess the goods and services promised in contracts with customers
and identifies various performance obligations to provide distinct goods and services to the
customers. The Group has determined following distinct goods and services that represent its
primary performance obligation.

Transportation services

Revenue is recognized for these performance obligations as they are satisfied over the contract term,
which generally represents the transit period including the incomplete trips at the balance sheet date.
The transit period can vary based upon the method of transport, generally a couple days for over the
road, rail, and air transportation.

Other allied services

Revenue from renting of warehouse and end to end services are recognised over time as the customer
simultaneously avails the benefits of these services. Hence, the revenue from such services is
recognised on a monthly basis, in accordance with the amount fixed as per the agreements.

The Group collects Goods & Service Tax (GST) GST on behalf of the government and, therefore, it
is not an economic benefit flowing to the Group. Hence, it is excluded from revenue.

Revenue from sale of unclaimed goods are recognised as and when the unclaimed goods are sold as
per the Group’s policy.

Contract balances

The policy for Contract balances i.e. contract assets, trade receivables and contract liabilities is as
follows:

392
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Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)
2.4. Summary of significant accounting policies (continued)
vii. Revenue from contracts with customers (continued)
Contract assets

A contract asset is the right to receive consideration in exchange for services already transferred to
the customer (which consist of unbilled receivable). By transferring services to a customer before the
customer pays consideration or before payment is due, a contract asset is recognised for the earned
consideration that is unconditional.

Trade receivables

A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e.,
only the passage of time is required before payment of the consideration is due). Refer to accounting
policies of financial assets in financial instruments — initial recognition and subsequent measurement.

Contract liabilities

A contract liability is the obligation to deliver services to a customer for which the Group has received
consideration or part thereof (or an amount of consideration is due) from the customer. If a customer
pays consideration before the Group deliver services to the customer, a contract liability is recognised
when the payment is made or the payment is due (whichever is earlier). Contract liabilities are
recognised as revenue when the Group performs under the contract.

viii. Other income

Dividend
Dividend income is recognized when the Group’s right to receive dividend is established by the
balance sheet date.

Interest
Interest income is recognized when it is probable that the economic benefits will flow to the Group
and amount of income can be measured reliably.

ix.Employee benefits
i. Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed
as the related service is provided. A liability is recognised for the amount expected to be paid, if the
Group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee, and the amount of obligation can be estimated reliably.

ii. Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays specified
contributions to a separate entity and has no obligation to pay any further amounts. The Group
makes

specified monthly contributions towards employee Provident Fund and Employee State Insurance
to Government administered provident fund scheme which is a defined contribution plan. The
Group’s contribution is recognised as an expense in the Consolidated Statement of profit and loss
during the period in which the employee renders the related service.

393
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Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)
2.4. Summary of significant accounting policies (continued)

ix.Employee benefits (continued)
iii. Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan.
The Group’s net obligation in respect of defined benefit plans is calculated separately for each
plan by estimating the amount of future benefit that employees have earned in the current and
prior periods, discounting that amount and deducting the fair value of any plan assets.

Gratuity

The Group’s gratuity benefit scheme are defined benefit plans. The Group’s net obligation in
respect of a defined benefit plan is calculated by estimating the amount of future benefit that
employees have earned in return for their service in the current and prior periods; that benefit is
discounted to determine its present value. Any unrecognised past service costs and the fair value
of any plan assets are deducted.

The calculation of defined benefit obligation is performed annually by a qualified actuary using
the projected unit credit method as at the balance sheet date. When the calculation results in a
potential asset for the Group, the recognised asset is limited to the present value of economic
benefits available in the form of any future refunds from the plan or reductions in future
contributions to the plan (‘the asset ceiling’). In order to calculate the present value of economic
benefits, consideration is given to any minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses,
the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding
interest), are recognised in OCI. The Group determines the net interest expense (income) on the
net defined benefit liability (asset) for the period by applying the discount rate used to measure
the defined benefit obligation at the beginning of the annual period to the then-net defined benefit
liability (asset), taking into account any changes in the net defined benefit liability (asset) during
the period as a result of contributions and benefit payments. Net interest expense and other
expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in
benefit that relates to past service (‘past service cost’ or ‘past service gain’) or the gain or loss
on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses
on the settlement of a defined benefit plan when the settlement occurs.

394
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Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)
2.4. Summary of significant accounting policies (continued)

ix. Employee benefits (continued)

iv. Other employee benefits

Compensated absences

The employees can carry-forward a portion of the unutilized accumulating compensated absence
and utilize it in future periods or receive cash compensation at retirement or termination of
employment. The Group records an obligation for compensated absences in the period in which
the employee renders the services that increases this entitlement. The Group measures the
expected cost of compensated absence as the additional amount that the Group expects to pay as
a result of the unused entitlement that has accumulated at the balance sheet date. The Group
recognizes accumulated compensated absences based on independent actuary using the
projected unit credit method as at the balance sheet date. The Group recognizes actuarial gains
and losses immediately in the Consolidated statement of profit and loss. The Group, in case of
non accumulating compensated absences are recognized in the period in which the absences
occur.

Share based payment transactions
Equity-Settled transactions

Employees (including senior executives) of the Group receive remuneration in the form of share-
based payments, whereby employees render services as consideration for equity instruments
(equity-settled transactions).

The cost of equity-settled transactions is determined by the fair value at the date when the grant
is made using an appropriate valuation model.

That cost is recognised, together with a corresponding increase in share-based payment reserves
in equity, over the period in which the performance and/or service conditions are fulfilled in
employee benefits expense. The cumulative expense recognised for equity-settled transactions
at each balance sheet date until the vesting date reflects the extent to which the vesting period
has expired and the Group’s best estimate of the number of equity instruments that will
ultimately vest. The consolidated statement of profit and loss expense or credit for a period
represents the movement in cumulative expense recognised as at the beginning and end of that
period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining
the grant date fair value of awards, but the likelihood of the conditions being met is assessed as
part of the Group’s best estimate of the number of equity instruments that will ultimately vest.
Market performance conditions are reflected within the grant date fair value. Any other
conditions attached to an award, but without an associated service requirement, are considered
to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award
and lead to an immediate expensing of an award unless there are also service and/or performance
conditions.

395
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Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)
ix. Employee benefits (continued)
v. Share based payment transactions (continued)
Equity-Settled transactions

No expense is recognised for awards that do not ultimately vest because non-market performance
and/or service conditions have not been met. Where awards include a market or non-vesting
condition, the transactions are treated as vested irrespective of whether the market or non-vesting
condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the
expense had the terms had not been modified, if the original terms of the award are met. An
additional expense is recognised for any modification that increases the total fair value of the
share-based payment transaction, or is otherwise beneficial to the employee as measured at the
date of modification. Where 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 profit or loss.

x. Taxes
Current tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from
or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted at the balance sheet date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or
loss (either in other comprehensive income or in equity). Current tax items are recognised in
correlation to the underlying transaction either in OCI or directly in equity. Management
periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Current tax assets and liabilities are offset only if there is a legally enforceable right to set off the
recognised amounts, and its intended to realise the assets and settle the liabilities on a net basis or
simultaneously.

Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there
is convincing evidence that the Group will pay normal income tax during the specified period. In
the year in which MAT credit becomes eligible to be recognized, the said asset is created by way
of a credit to the Consolidated Statement of profit and loss and shown as MAT credit entitlement.
The Group reviews the same at each balance sheet date and writes down the carrying amount of the
MAT credit entitlement to the extent there is no longer convincing evidence to the effect that the
Group will pay normal Income-tax during the specified period.

396
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)

x. Taxes (continued)
Deferred taxes

Deferred tax is provided using the liability method on temporary differences between the tax bases
of assets and liabilities and their carrying amounts for financial reporting purposes at the balance
sheet date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

a. When the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss,

b. In respect of taxable temporary differences associated with investments in subsidiary, when the
timing 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 tax assets are recognised for all deductible temporary differences, the carry forward of
unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that
it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised,
except:

a. When the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting profit nor taxable profit or loss,

b. In respect of deductible temporary differences associated with investments in subsidiary,
deferred tax assets are recognised only to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilized.

The carrying amount of deferred 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 tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
balance sheet date and are recognised to the extent that it has become probable that future taxable
profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the balance sheet date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss
(either in other comprehensive income or in equity). Deferred tax items are recognised in correlation
to the underlying transaction either in OCI or directly in equity.

397
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)

xi.

xii.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set
off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable
entity and the same taxation authority.

Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable
to equity shareholders by the weighted average number of equity shares outstanding during the
period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period
attributable to equity shareholders and the weighted average number of shares outstanding during
the period are adjusted for the effects of all dilutive potential equity shares.

Provisions and Contingent Liabilities
i) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. The expense relating to a provision is presented in the consolidated statement of profit
and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-
tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost.

ii) Contingent Liability

Contingent liability is a possible obligation that arises from past events and the existence of which
will be confirmed only by the occurrence or non-occurrence of one are more uncertain future events
not wholly within the control of the Group, or is a present obligation that arises from past event
but is not recognised because either it is not probable that an outflow of resources embodying
economic benefits will be required to settle the obligation, or a reliable estimate of the amount of
the obligation cannot be made. Contingent liabilities are disclosed and not recognised.

. Measurement of fair value

The Group measures financial instruments at fair value at each balance sheet date. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the
presumption that the transaction to sell the asset or transfer the liability takes place either:

a. In the principal market for the asset or liability, or
b. In the absence of a principal market, in the most advantageous market for the asset or liability.

The fair value of an asset or a liability is measured using the assumptions that market participants

would use when pricing the asset or liability, assuming that market participants act in their
economic best interest.

398
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)
xiii. Measurement of fair value (continued)

A fair value measurement of a non-financial asset takes into account a market participant’s ability
to generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable inputs
and minimising the use of unobservable inputs.

The Group has fair valued the following instruments in the special purpose consolidated financial
statements —

a. Non-controlling interest (classified as liability due to put option with the other party); and

b. 13% Debentures having prepayment options with both the parties under the agreement, post
year end pursuant to the terms of the agreement, the Group exercised its option and redeemed
the debentures along with premium as per mutual agreement between the parties and same has
been fair valued as per effective interest rate accounting.

Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the Special Purpose
Consolidated Financial Statements 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:

a. Level 1 - quoted (unadjusted) market prices in active markets for identical assets or liabilities.

b. Level 2 - valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or indirectly observable.

c. Level 3 - valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable.

For assets and liabilities that are recognised in the Special Purpose Consolidated Financial
Statements on a recurring basis, the Group determines whether transfers have occurred between
levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is
significant to the fair value measurement as a whole) at the end of each reporting period.

External valuers are involved for valuation of significant assets and liabilities. Involvement of
external valuers is decided on the basis of nature of transaction and complexity involved. Selection
criteria include market knowledge, reputation, independence and whether professional standards
are maintained.

At each balance sheet date, the movements in the values of assets and liabilities which are required
to be remeasured or re-assessed as per the Group’s accounting policies are analysed. For this
analysis, the team verifies the major inputs applied in the latest valuation by agreeing the
information in the valuation computation to contracts and other relevant documents. A change in
fair value of assets and liabilities is also compared with relevant external sources to determine
whether the change is reasonable. For the purpose of fair value disclosures, the Group has
determined classes of assets and liabilities on the basis of the nature, characteristics and risks of
the asset or liability and the level of the fair value hierarchy as explained above.

399
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2 Basis of preparation, Basis of transition and principles of consolidation (continued)
2.4, Summary of significant accounting policies (continued)

xiii. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

A. Financial assets
(i) Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not
recorded at fair value through profit or loss, transaction costs that are attributable to the
acquisition of the financial asset. Trade receivables are initially measured at transaction price.
Purchases or sales of financial assets that require delivery of assets within a time frame
established by regulation or convention in the market place (regular way trades) are recognised
on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

The Group has 13% debentures outstanding which contains prepayment options which are
exercisable upon certain events and post year end as a result of change in control the debentures
were repaid. Also, for details on change in control refer section on “group overview”. The
embedded derivative feature embedded in the debenture contract doesn’t meet the criteria for
separation from the host contract and hence not been separated.

(ii) Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in two categories:

1. Financial assets carried at amortised cost; or
2. Financial assets at fair value through profit or loss (FVTPL).

(iii) Financial assets at amortised cost
A ‘financial asset’ is measured at the amortised cost if both the following conditions are met:

a. The asset is held within a business model whose objective is to hold assets for collecting
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 on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost
using the effective interest rate (EIR) method. Amortised cost is calculated by taking into
account any discount or premium on acquisition and fees or costs that are an integral part of the
EIR. The EIR amortisation is included in finance income in the profit or loss. Financial assets
are not reclassified subsequently to their initial recognition, except if and if in the period the
Group changes its business model for managing financial assets

  

400
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)

xiv. Financial instruments (continued)

(iv) Financial assets at FVTPL

FVTPL is a residual category for financial assets. Any financial assets instrument, which does
not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at
FVTPL.

Debt instruments included within the FVTPL category are measured at fair value with all
changes recognized in the Consolidated statement of profit and loss.

(v) Derecognition

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 Group’s consolidated balance
sheet) when:

i. The rights to receive cash flows from the asset have expired, or
ii.The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation 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 substantially all the risks
and rewards of the asset, or (b) the Group has neither transferred nor retained
substantially 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 substantially all of the risks
and rewards of the asset, nor transferred control of the asset, the Group continues to recognise
the transferred asset to the extent of the Group’s continuing 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 obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured

at the lower of the original carrying amount of the asset and the maximum amount of
consideration that the Group could be required to repay.

401
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2 Basis of preparation, Basis of transition and principles of consolidation (continued)
2.4, Summary of significant accounting policies (continued)

xiv. Financial instruments (continued)

Impairment of financial assets

In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for
measurement and recognition of impairment loss on the following financial assets and credit risk
exposure:

i. Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt
securities, deposits and bank balance.

ii. Trade receivables or any contractual right to receive cash or another financial asset that result
from transactions that are within the scope of Ind AS 115.

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade
receivables. The application of simplified approach does not require the Group to track changes
in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each
balance sheet date, right from its initial recognition.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a
loss allowance is required for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (a lifetime ECL).

ECL is the difference between all contractual cash flows that are due to the Group in accordance
with the contract and all the cash flows that the Group expects to receive (i.e., all cash shortfalls),
discounted at the original EIR. When estimating the cash flows, the Group is required to consider:

i. All contractual terms of the financial instrument (including prepayment, extension, call and
similar options) over the expected life of the financial instrument. However, in rare cases when
the expected life of the financial instrument cannot be estimated reliably, then the Group is
required to use the remaining contractual term of the financial instrument.

ii. Cash flows from the sale of collateral held or other credit enhancements that are integral to
the contractual terms.

As a practical expedient, the Group uses a provision matrix to determine impairment loss
allowance on portfolio of its trade receivables. The provision matrix is based on its historically
observed default rates over the expected life of the trade receivables and is adjusted for forward-
looking estimates. At every balance sheet date, the historical observed default rates are updated
and changes in the forward-looking estimates are analysed.

In case any balance is disputed by the customer then it will be reviewed separately for creating
the provision and amount up to 100% of the balance may be provided on the basis of nature of
dispute. Any disputed balance which is considered separately will be excluded from the normal
ageing bucket for making the provision.

402
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)

2.4. Summary of significant accounting policies (continued)
xiv. Financial instruments (continued)
(vi) Impairment of financial assets (continued)

ECL impairment loss allowance (or reversal) recognized during the period is recognized as
income/ expense in the consolidated statement of profit and loss. This amount is reflected under
the head ‘other expenses’ in the consolidated statement of profit and loss. The consolidated
balance sheet presentation for various financial instruments is described below:

A. Financial assets

i. Financial assets measured as at amortised cost, contractual revenue receivables: ECL is
presented as an allowance, i.e., as an integral part of the measurement of those assets in the
consolidated balance sheet. The allowance reduces the net carrying amount. Until the asset meets
write-off criteria, the Group does not reduce impairment allowance from the gross carrying
amount.

For assessing increase in credit risk and impairment loss, the Group combines financial
instruments on the basis of shared credit risk characteristics with the objective of facilitating an
analysis that is designed to enable significant increases in credit risk to be identified on a timely
basis.

B. Financial liabilities
(i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through
profit or loss, loans and borrowings, payables, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include debentures, trade and other payables, loans and
borrowings including bank overdrafts.

(ii) Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:

i. Financial liabilities at fair value through profit or loss - Financial liabilities at fair value
through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of repurchasing in the near term.
This category also includes derivative financial instruments entered into by the Group that are not
designated as hedging instruments in hedge relationships as defined by Ind AS 109.

403
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)

2.4. Summary of significant accounting policies (continued)
xiv. Financial instruments (continued)

Financial liabilities designated upon initial recognition at fair value through profit or loss are
designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are
satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own
credit risk are recognized in OCI. These gains/ loss are not subsequently transferred to consolidated
statement of profit or loss. However, the Group may transfer the cumulative gain or loss within
equity. All other changes in fair value of such liability are recognised in the consolidated statement
of profit or loss.

ii. Financial liabilities at amortised cost (Loans and borrowings) - After initial recognition,
interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as
well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs
in the consolidated statement of profit and loss. This category generally applies to borrowings.

(iii) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires.

(iv) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated
balance sheet if there is a currently enforceable legal right to offset the recognised amounts and
there is an intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously.

xv. Impairment of non-financial assets

The Group assesses, at each balance sheet date, whether there is an indication that an asset may be
impaired. If any indication exists, or when annual impairment testing for an asset is required, the
Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an
asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use.
Recoverable amount is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or groups of assets. When the
carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. In determining fair value less costs of disposal, recent market transactions
are taken into account. If no such transactions can be identified, an appropriate valuation model is
used. These calculations are corroborated by valuation multiples, quoted share prices for publicly
traded companies or other available fair value indicators.

404
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

2. Basis of preparation, Basis of transition and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)

xv. Impairment of non-financial assets (continued)

xvi.

xvii.

xviii.

The Group bases its impairment calculation on detailed budgets and forecast calculations, which
are prepared separately for each of the Group’s CGUs to which the individual assets are allocated.
These budgets and forecast calculations generally cover a period of five years. For longer periods,
a long-term growth rate is calculated and applied to project future cash flows after the fifth year.
To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts,
the Group extrapolates cash flow projections in the budget using a steady or declining growth rate
for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does
not exceed the long-term average growth rate for the products, industries, or country or countries
in which the entity operates, or for the market in which the asset is used.

Impairment losses are recognised in the consolidated statement of profit and loss.

For assets excluding goodwill, an assessment is made at each balance sheet date to determine
whether there is an indication that previously recognised impairment losses no longer exist or have
decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount.
A previously recognised impairment loss is reversed only if there has been a change in the
assumptions 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
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is
recognised in the consolidated statement of profit or loss unless the asset is carried at a revalued
amount, in which case, the reversal is treated as a revaluation increase.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time 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 the Group incurs in connection with
the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded
as an adjustment to the cost of asset.

Cash and cash equivalents

Cash and cash equivalent in the consolidated balance sheet comprise cash at banks and on hand and
short-term deposits with an original maturity of three months or less, which are subject to an
insignificant risk of changes in value.

For the purpose of the Consolidated statement of cash flows, cash and cash equivalents consist of
cash and short-term deposits with an original maturity of three months or less, as defined above,
net of outstanding bank overdrafts (if any) as they are considered an integral part of the Group’s
cash management.

Events after the reporting period
Adjusting events are events that provide further evidence of conditions that existed at the end of the

reporting period. The special purpose consolidated financial statements are adjusted for such events
before authorisation for issue.

405
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Financial Statements

Non-adjusting events are events that are indicative of conditions that arose after the end of the
reporting period. Non-adjusting events after the balance sheet date are not accounted but disclosed.

2. Basis of preparation, Basis of transition and principles of consolidation (continued)
2.4, Summary of significant accounting policies (continued)

xix. Segment reporting

Segments are identified based on the manner in which the Chief Operating Decision Maker
(‘CODM’) decides about resource allocation and reviews performance. Segment results that are
reported to the CODM include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis.

406
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

3. Property, plant and equipment

 

 

 

 

 

 

 

 

Particulars Leasehold Buildings Furniture & Office Electrical ‘Computers Plant & Motor Total

improvements fittings Equipments _ installations and machinery vehicles

equipments

At deemed cost
Gross block
At 1 April 2020 89.24 2.76 25.96 86.57 16.41 152.72 53.24 3.71 430.61
Additions 26.95 - 9.85 12.72 - 34.89 27.61 0.07 112.09
Disposals s a 5 # a (0.04) : z (0.04)
At 31 March 2021 116.19 2.76 35.81 99.29 16.41 187.57 80.85 3.78 542.66
Accumulated depreciation
At 1 April 2020 61.44 0.22 10.24 45.80 4.37 95.94 7.43 1.42 226.87
Charge for the year (refer note 25) 10.11 0.93 8.65, 13.91 12.05 42.55 30.37 1.33 119.90
Disposals : - - - - (0.04) - - (0.04)
At 31 March 2021 71.55 1.15 18.89 59.71 16.41 138.45 37.80 2.75 346.73
Net block
At 31 March 2021 44.64 1.61 16.92 39.58, ~ 49.12 43.05 1.02 195.94

With effect from 1 April 2020, the Holding Company has revised its accounting policy with respect to depreciation method from "Straight Line method" to "Written Down Value" prospectively, at the rates prescribed in part
C of Schedule II of the Companies Act, 2013. The management believes that the change will result in more appropriate presentation of the Group's Special Purpose Consolidated Financial Statements. As per Ind AS - 16:
Property, Plant and Equipment such change in method of depreciation should be accounted for as a change in accounting estimate in accordance with Ind AS - 8: Accounting Policies, changes in accounting estimates and
errors. Accordingly, the Holding Company accounted for change in method of depreciation prospectively. Had the Holding Company continued with the Straight Line Method, the depreciation charge to the current year’s
Special Purpose Consolidated Statement of profit and loss would be INR 76.14 million instead of the currently charged depreciation of INR 119.90 million.

407
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

4. Intangible assets and Goodwill

 

Particulars ‘Computer Goodwill Total
Software

 

‘At deemed cost

 

Gross block
At 1 April 2020 154.33 1,059.96 1,214.29
Additions 6.30 = 6.30
‘Transferred to intangible assets 10.36 10.36
At31 March 2021 171.00 1,059.96 1,230.95

 

Accumulated amortisation

 

 

 

 

 

 

 

 

At 1 April 2020 96.72 - 96.72
Charge for the year (refer note 25) 14.17, 252.81 266.98
At31 March 2021 110.88, 252.81 363.69
Net block
At31 March 2021 60.11 807.15, 867.26
Goodwi
‘The carrying amount of goodwill has been allocated as follows:-
‘As at As at
31 March 2021 |_1 April 2020

[Goodwill on Business combination* (refer to note 39) 628.20 881.01
[Goodwill -Spoton Supply chain Logistics Private Limited** 178.95 178.95

807.15, 1059.96

 

 

 

 

“The Group has Goodwill arising on account of certain business combinations aggregating to carrying value of INR 881.01 million as on 1 April
2020. In line with Appendix C to Ind AS 101, the Group has chosen not to apply Ind AS 103 retrospectively to past business combinations i.e (
business combination that occurred before the date of transition to Ind AS) and carry the Goodwill in the opening Ind AS Balance Sheet in
accordance with the transition date balance as per previous GAAP. Accordingly, the carrying value of Rs 881.01 million is based on the carrying
value as on 1 April 2020 as per Indian GAAP.

   

Of the above INR 881.01 million, Goodwill with carrying value of INR 863 million as on 1 April 2020 is related to Scheme of Arrangement
between Vankatesh Pharma Private Limited and the Holding Company which is explained in note 39. Based on the accounting treatment specified
in the National Company Law Tribunal order, the Holding Company is amortising the goodwill over a period of 5 years and accordingly, the
amortization charge for the year ended 31 March 2021 is INR 252.81 million.

 

Even though, as per Ind AS 103: Business Combinations, Goodwill arising on business combinations need to be carried at cost less impairment
(under Ind AS 36: Impairment of assets), if any, the above treatment of amortising Goodwill has been followed by the Group as mandated by the
concerned Scheme approved by the relevant authorities.

The goodwill of Rs 178.95
Limited.

 

ion is related to Spoton Supply Chain Solutions Private Limited which is a subsidiary of Spoton Logistics Private

‘The Group performs test for goodwill impairment at least annually on 31 March, or if indicators of impairment arise, such as the effects of
obsolescence, demand, competition and other economic factors or on occurrence of an event or change in circumstances that would more likely than
not reduce the fair value below its carrying amount. The recoverable amount of the assets of the Group is determined based on a value in use
calculation which uses cash flow projections covering nine year period. When determining the fair value, the Group's management has considered
EBITDA margin of 6.4% to 13.9%, terminal grwoth rate of 6% and weighted average cost of capital of 16.5%, including operating results, business
plans and projections of future cash flows. Any adverse changes in key assumptions about our businesses and their prospects or an adverse change
in market conditions may cause a change in the estimation of fair value and could result in an impairment charge.

 

5. Intangible Asset under Development ([AUD)

 

 

Particulars Intangible
assets under
development

‘At deemed cost

Gross block

Ati April 2020 7.91

Additions, 9.23

‘Transferred to intangible assets (10.36)

At31 March 2021 678

 

Accumulated amortisation
At April 2020 -
Charge for the year

At31 March 2021 =

 

Net block
At31 March 2021 6.78

408
Spoton Logistics Private Limited

Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

Intangible Asset under Development (IAUD) (continued)

Intangible Asset under Development (IAUD) ageing schedule

As at 31 March 2021

 

‘Amount in IADU for a period of

Particul Total
batons) Less than 1 year 1-2 years 2-3 years More than 3 years os

 

 

Projects in progress 6.78 - - ~ 6.78
Projects temporarily suspended x 2 7 z s
Total 6.78 = = = 6.78

 

 

409
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

6. Deferred tax

Amount recognised in Special Purpose Consolidated Statement of profit and loss (A):

 

 

For the year ended
31 March 2021
Current income tax:
Current tax 120.13
Deferred tax:
(156.57)

Relating to origination and reversal of temporary differences
‘Tax expense reported in Special Purpose Consolidated Statement of Profit and Loss

 

Income tax recognised in Other Comprehensive Income (B ) :

Deferred tax relating to items in OCI in the year:

(36.44)

 

 

For the year ended 31 March

2021
Deferred tax expense on defined benefit plans (3.39)
(3.39)

Income tax credit to OCL

 

tion of effective tax rate (C) :

 

 

 

 

For the year ended 31 March
2021
‘Accounting loss before income tax (310.10)
(108.3:

At India's statutory income tax rate of 34.944%

Non-deductible expenses for tax purposes:
Difference due to different tax rate in subsidiary
MAT credit

Disallownce of Interest on borrowing from Piramel
Capital & Housing Finance Limited

Over time revenue recognition adjustment

Other

Total

Income tax expense as per Special Purpose Consolidated statement of profit and loss

410

2.66
14.45
47.90

(6.71)
12.61

—_(38.4a)

(36.44)
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

6. Deferred tax (continued)

Recognised deferred tax assets and liabilities ( D ):

Deferred tax relates to the following items:

 

Speical Purpose Consolidated
Balance sheet

 

Recognised in OCI]

 

Recognised in Special Purpose
[Consolidated Statement of
Profit and Loss

 

 

 

 

 

Asat ‘Asat For the year ended 31 For the year ended
31March 2021 01 April 2020 March 2021 31 March 2021
Deferred tax asset arising on account of :
Effect of gratuity, compensated absences and bonus 37.51 3.39 1.48
Effect of provision for doubtful debts 26.55 - (22.20)
Effect of depreciation on property, plant and equipment 5.24 : (17.52)
Effect of interest on borrowings 25.44 = - (25.44)
Effect of interest on leases 27.81 21.00 : (681)
Effect of MAT credit s 14.45 14.45
Effect of employee stock option plan 25.31 16.09 : (9.22)
Effect of discounting of security deposit 3.33 0.36 - (297)
Deferred tax liabilities arising on account of : -
Effect of Goodwill (219.52) (307.86) : (88.34)
(3: 186.66) 156.57)

 

Reflected in the Special Purpose Consolidated
Balance Sheet as follows:
‘As at ‘As at
31 March 312021 01 April 2020

Deferred tax assets 186.04 121.20
Deferred tax liabilities (219.52) (307.86)

 

 

Deferred tax liabilities (net) (33.48) 186.66)

 

 

tion of deferred tax liabilities (net):

‘As at
31 March 2021
Opening balance (186.66)
Reversal during the year recognised in profit or loss 156.57
Tax expense during the year recognised in OCI (3.39)

Closing balance of deferred tax liabi

 

s (net) (63.48)

Amendment related to Goodwill under income tax act

 

The Finance Act, 2021 has introduced an amendment to Section 32 of Income tax Act 1961, whereby goodwill of a business will not be considered as a
depreciable asset and depreciation on goodwill will not be allowed as deductible expenditure effective 1 April 2020.

In accordance with the requirements of Income taxes, the Holding Company has recognised one time tax expense amounting to INR 251.91 Millions in retained
earnings on 1 April 2020 as the outcome on the difference between Goodwill as per books of accounts and its updated tax base of NIL which resulted from the

aforementioned amendment. This deferred tax liability is not expected to be a cash outflow in the future and its reversal is deemed unlikely as the value of its

associated goodwill is expected by value in use.

The Compamy offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the

deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

411
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

7. Trade receivables

 

As at
Particulars 31 March 2021

 

Trade receivables
Total trade receivables

 

Break-up for above:

As at
31 March 2021

Trade receivables
Unsecured - considered good 1,792.77
Trade receivables — credit impaired 140.88

1,933.65
Impairment Allowance (allowance for bad and doubtful debts)
Trade receivables- credit impaired (140.88)

(140.88)

Total Trade receivables 1,792.77

The allowance for doubtful accounts as of 31 March 2021 and changes in the allowance for doubtful accounts
during the year ended as of that date were as follows:

 

 

As at
Particulars 31 March 2021
Opening balance 76.53
Add: Provision of trade receivables-credit impaired 64.35
Less: Write offs, net of recoveries :
Closing balance 140.88

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.

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days

412
 

Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

7. Trade receivables (continued)
The Company uses a provision matrix to determine impairment loss on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over

the expected life of the trade receivables and is adjusted for forward- looking estimates. At every reporting date, the historical observed default rates are updated and changes in
forward-looking estimates are analysed. The Group estimates the following matrix at the reporting date:

 

 

 

More than 12)

Particulars 0-3 months 3-6 months 6-9 months | __ 9-12 months months|

Amount 1,675 126 55 14 64]
Default rate 1% 9% 37% 95%| 100%

 

 

 

 

 

 

 

413
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

8. Cash and cash equivalents

 

 

 

 

 

 

 

 

Asat
Particulars 31 March 2021
Balances with banks:
— In current accounts 236.48,
— Cash on hand 0.79
237.27
9. Other bank balances
As at
Particulars 31 March 2021
Balances with banks:
Fixed deposits with original maturity of less than 12 months 6.87
Fixed deposits with original maturity of more than 12 months 0.21
7.08
Amount disclosed as "Other financial assets" (refer note 10) (0.21)
6.87
10. Other financial assets
Particulars Asat
31 March 2021
Unsecured, considered good
Contract Assets 404.67
Security deposits 212.40
Deposits with original maturity for more than 12 months* 0.21
Advances to employees 1.84
Interest accrued on fixed deposits 0.40
Other receivables 6.37
Non-current
Unsecured, considered good
Security deposits 133.46
Deposits with original maturity for more than 12 months* 0.21
Total non-current financial assets 133.67
Current
Unsecured, considered good
Contract Assets 404.67
Interest accrued on fixed deposits 0.40
Advances to employees 1.84
Security deposits 78.93
Other receivables 6.37
Total current financial assets 492.21

“Refers to margin money deposits against bank guarantee issued by banks, which are lien marked with
various government authorities. These deposits cannot be withdrawn by the Group within 12 months from
the balance sheet date.

414
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

11. Tax assets (net)

 

As at
Particulars 31 March 2021

 

Advance tax, net of provision 273.85,

 

12. Other assets

 

 

 

As at
Particulars 31 March 2021

Unsecured, considered good, unless stated otherwise
Capital advances 5.49
Prepaid expenses 165.56
Balance with statutory/government authorities 37.81
Advances to suppliers 28.14

237.00
Breakup of above:
Non-Current
Capital advances
Prepaid expenses
Balance with government authorities
Total non-current
Current
Advances to suppliers 28.14
Prepaid expenses 164.57
Balance with statutory/government authorities 23.51
Total current 216.22

415
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

13. Equity Share Capital

Authorised Share Capital

 

 

Particulars As at
31 March 2021

 

188,000,000 equity shares of INR 10 each*

 

* The authorised share capital of the Holding Company has been increased to Rs. 1,880,000,000 as per the Scheme of Arrangement.

Issued, subscribed and fully paid-up equity shares

19,825,558 equity shares of Rs. 10 each, fully paid-up 198.26
198.26

Terms and rights attached to the equity shares

The Holding Company has only one class of shares referred to as equity shares having par value of Rs 10. All equity shares carry similar voting rights of 1:1 and similar dividend

rights. In the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Holding Company after

distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Holding 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 except interim dividend where approval of the Board of Directors is considered sufficient.

Reconciliation of shares outstanding at the beginning and end of the reporting year

 

 

 

Particulars Number As at

of shares 31 March 2021
At the beginning of the year 1,76,51,645 176.52
Number of shares issued during the year * 21,73,913 21.74
Number and value of shares outstanding at the end of the year 7,98,25,558 198.26

 

 

* Pursuant to the provisions of Section 62 (1)(a) of the Companies Act, 2013, the Company issued 2,173,913 equity shares of the face value Rs. 10 fully paid up, at the premium
of Rs. 174 each in proportion of the existing shareholding. The shares were issued on 1 October 2020 to certain existing shareholders by way of a rights issue for an issue price
of Rs. 184 per share.

416
 

Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

13. Equity Share Capital (continued)

List of persons holding more than 5% shares in the Company and shares held by the Holding Company of Spoton Logistics Private Limited

 

 

Particulars As at 31 March 2021

Name of the shareholders No. of shares % holding
Samara Alternate Investment Fund 82,02,207 41.37%
Samara Capital Partners Fund II Limited 60,64,223 30.59%
Xponentia Opportunities Fund —1 34,85,874 17.58%
Xponentia Fund Partners LLP 14,70,515 7.42%

Note: Vankatesh Pharma Private Limited was the Holding Company up to 30 August 2018. Pursuant to the Scheme of Arrangement, the equity shares held by Vankatesh Pharma
Private Limited in the Holding Company were cancelled and the Holding Company issued and allotted fully paid up equity shares of equal number to the equity shareholders of
the Vankatesh Pharma Private Limited, whose name appeared in the Register of Members as on the effective date. Also refer to note 39.

There was no equity shares issued as bonus, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the
reporting date.

Refer note 30 for terms and disclosure in relation to employee stock option plan.

417
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

14. Other equity

 

 

Particulars As at
31 March 2021
Securities Premium
Balance at the beginning of the year 951.43
Add: Premium received during the year on issuance of equity shares 378.26
Balance at the end of the year 1,329.69

Retained earnings

 

Balance at the beginning of the year (659.16)
Add: Loss for the year (267.39)
Add: Remeasurement gains on defined benefit obligation 6.31
Balance at the end of the year (920.23)
Employee stock option outstanding account

Balance at the beginning of the year 46.05
Add: Employee stock option expenses during the year 27.93
Balance at the end of the year 73.98
NCI reserves

Balance at the beginning of the year (188.77)
Add: Change in NCI put liability (6.26)

Balance at the end of the year
Total Reserve and Surplus

Nature and purpose of Reserves

Securities premium

 

288.41

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for
limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

Employee stock option outstanding account

The Group has two share option schemes under which options to subscribe for the Group’s shares have been

granted to certain executives and senior employees.

The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to
employees, including key management personnel, as part of their remuneration. Refer to Note 30 for further details
of these plans.

Retained earnings

Retained earnings are the profits/(loss) that the Group has earned/incurred till date, less any transfers to general
reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss /
(gain) on defined benefit plans, net of taxes that will not be reclassified to the statement of profit and loss.
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.

418
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

15, Borrowings

 

 

Particulars Asat
31 March 2021

Secured
Term loan from:

- Banks (refer note ii below) 128.66
Loan repayable on demand from banks

~ Cash credit 25.22

~ Working capital loans 610.00
Unsecured
Non convertible Debentures (refer note i below) 1,022.81
From banks

~ Credit cards/ Cash credit 0.02

1,786.71,

 

Breakup of the above:
Long term borrowings

 

 

Non convertible Debentures (refer note i below) 1,022.81
Term loan from:
~ Banks 40.00
Less: Current maturities of long-term debt (3.33)
Total long term borrowings 1,054
Short term borrowings
Term loan from:
- Banks 88.66
Loan repayable on demand from banks (refer note vi below)
~ Cash credit 25.22
~ Working capital loans 610.00
= Credit cards/ Cash credit
723.90
Add: Current maturities of long-term debt (refer above) 3.33
727.23

Notes:

‘Terms of repayment of Senior, Secured, Unrated, Unlisted, Non-Convertible Debentures ("NCDs") along with rate of interest on loan and nature of
security

 

‘The Company issued,subscribed and allotted 950 (previous year: Nil) 13% non-convertible debentures of Rs. 1,000,000 each on a private placement basis. The
NCDs redemption is on quaterly basis after the principal moratorium period of 30 moths from the date of first disbursement. The repayment schedule covers 1st
year: 0%, 2nd year: 0%, 3rd year: 10%, 4th year: 30%, Sth year:40% and 6th year: 20%, The coupon rate is 13% p.a compounded monthly payable quarterly.

The facility is secured by:

a) 97% share pledge of the Issuer.

b) Non-Disposal Undertaking over 3% of the Issuer shares held by Virginia Tech Foundation along with a suitable Drag Along Rights,

©) Non Disposal Undertaking over 31% shares of the Issuer along with suitable Drag Along Rights to the Investor as Interim Security until the creation of
pledge over these shares.

4d) Non-Disposal Undertaking ("NDU") on Issuer's entire shareholding at all points of time during this transaction Tenor (65% currently) in Spoton Supply
Chain Solutions Private Limited (formerly known as Rag Technologies and Services Private Limited).

) First pari-passu charge on tangible fixed assets (present and future) of the Issuer.

) Second charge on the current assets (present and future) of the Issuer.

g) Charge on the Debt Service Reserve Account ("DSRA")

Also refer to note 41 (b).

419
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

15. Borrowings (continued)
Gi) Terms of repayment of secured loan from banks along with rate of interest on loan and nature of security

1) HDFC Bank:

Working Capital term loan amounts to Rs. 88.66 million was sanctioned to the Holding Company, pursuant to the "Emergency Credit line Guranteed Scheme"
(ECLGS) of Government of India. The loan is to be repaid in 48 equal monthly installment of Rs.1.85 million each after moratorium period of 12 months from
the date of disbursement, The repayment of loan will begin from 07 March 2021. The interest rate of 7.5% p.a (1 year MCLR + 0.25% subject to maximum of
9.25% p.a) is payable on a monthly basis from the date of disbursement. This facility is covered by 100% guarantee from NCGTC (National Credit Guarantee
Trustee Company Limited, Ministry of Finance, Government of India) and also secured by the extension of second ranking charge over existing primary and
collateral securities including mortgages created in favour of the Bank.

The entire loan amount has been classified under current borrowings due to non-compliance of the bank covenants.

 

2) Axis Bank:

Term loan amounting to Rs. 40 million disclosed under Non current borrowings. Pursuant to "Emergency Credit line Guranteed Scheme" (ECLGS) of
Government of India, the bank sanctioned working capital term loan to the Company. The loan was to be repaid in 47 equal mothly installment of Rs.8.33
million each after moratorium period of 12 months from the date of disbursement and the last installment is Rs. 8.33 million. The repayment of loan will begin
from 31 December 2021. The interest rate of 7.5% p.a (1 year MCLR + 0.05%) payable on monthly basis from the date of disbursement. This facility is
covered by 100% guarantee from NCGTC (National Credit Guarantee Trustee Company Limited, Ministry of Finance, Government of India). Also secured
second pari-passu charge on entire current assets and entire movable fixed assets of the Holding Company, both present and future.

 

)) Terms of repayment of secured term loan from others along with rate of interest rate and nature of security.

 

Piramal Capital & Housing Finance Limited:
‘The term loan has been repaid in full during the year 2020-21. The interest rate is Piramal PLR minus spread (current year interest rate range 13.65% - 14.65%
pa). The said loan is secured by first charge on all the present fixed assets and movable assets and second charge on present and future receivables and future

fixed and movable assets.

 

(iv) The Holding Company's bank facilities have the following covenants:

 

 

 

[Covenants Lender Financial year
2020-21

i) Adjusted total net worth > 800 million*

ii) Total liabilities/Total Net worth HDFC Bank |< 3x

iii) Interest coverage ratio > 5x

iv) Total DebvEBITDA "Axis Bank [<2 €gual to 3.0x

v) Tangible net worth Positive

 

 

 

 

‘The financial covenants mentioned in (ii) and (iii) above have not been complied with for financial year 2021. However in view of the ongoing relationship with
the lending banks, the management believes that this non-compliance will not result in levy of penalty on the Company. Basis, the breach of covenant which has
not been cured before the Special Purpose Consolidated Financial Statements have been approved, the working capital term loan from HDFC bank has been
Classified as current borrowings.

* Adjusted total net worth criteria complied with for the financial year 2020-21.

(v) The Subsidiary Company's bank facilities with HDFC Bank have the following covenants:

 

 

 

 

[Covenants Financial year
2020-21
i) Adjusted total net worth > 91 million

 

 

  

ii) Total liabilities/Total Net worth 6x

 

 

Short term borrowings from banks are secured by:

- Charge on present and future current assets and movable fixed assets of the Subsidiary.
- Letter of comfort by the Holding Company.

 

The financial covenants mentioned in (i) and (ii) above have not been complied with for the financial year 2021. However in view of the ongoing relationship
with the lending banks, the Group's management believes that this non-compliance will not result in levy of penalty on the Subsidiary.

(vi) Terms of secured short term borrowings from banks:

Cash credit and Working capital demand loans carry interest ranging between 7.60% to 9.65% per annum computed on a monthly basis on the actual amount
utilised, and are repayable on demand.

 

420
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)
16. Trade payables
Particulars

Total outstanding dues of micro enterprises and small enterprises (refer note 34)*
Total outstanding dues of creditors other than micro enterprises and small enterprises

Trade payables are non-interest bearing and are normally settled on 0-60 days terms.

421

‘As at
31 March 2021

 
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

17. Other financial liabilities

 

 

 

 

Asat
Particulars 31 March 2021

Security deposits 16.51
Capital creditors 10.80
Interest accrued but not due on borrowings 22.69
NCI liability 209.55,
Payable to employees 74.82
Other payables 48.73
Payables to Directors* 2.12
Total 385.22
Breakup of above:
Non- Current
NCI liability 209.55,
Security deposits 16.51
Total
Current
Capital creditors 10.80
Interest accrued but not due on borrowings 22.69
Payable to employees 74.82
Other payables 48.73
Payables to Directors* 2.12

159.16
* Refer to related party note 32
18. Provision for employee benefits

Particulars Asat
31 March 2021

 

Provisions for gratuity
Provisions for compensated absences

Breakup of above-
Non-current

 

 

 

Provisions for gratuity 62.12
Provisions for compensated absences 13.47
75.59
Current
Provisions for gratuity 14.25
Provisions for compensated absences 4.69
18.94
19. Other current liabilities
Particulars As at
31 March 2021
Statutory liabilities 41.43
41.43

422
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

20. Revenue from operations

 

Particulars For the year ended
31 March 2021

 

Sale of services

Revenue from freight 7,950.72
Revenue from warehouse management services 82.28
8,033.00

Other Operating Income
Income from sale of unclaimed items

 

In the following table, revenue from contract with customers disaggregated by primary geographical market :

(i) Revenue from contract with customers
Particulars For the year ended

31 March 2021

 

- India 8,033
- Rest of the world :
Total revenue from operations

 

(ii) Disaggregation by timing of revenue recognition

 

 

Particulars For the year ended
31 March 2021
Services rendered over time 7,950.72
Services rendered point in time 82.28
Total 8,033

Contract balances
The following table provides information about trade receivables and contract assets from customers :

 

 

 

Particulars For the year ended

31 March 2021
Trade Receivables (Unconditional right to consideration) 1,792.77
Contract assets (refer note 1 below) 404.67

(iv) Changes in contract assets are as follows:

 

 

 

Particulars Asat
31 March 2021
‘Opening balance 177.60
Add: Contracts assets created during the year 410.32
Less: Contracts assets billed during the year (183.25)
Closing balance 404.67

 

 

Note 1. The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting
date. The contract assets are transferred to the receivables when the rights become unconditional.

21, Other income

 

Particulars For the year ended
31 March 2021

 

Interest income on

- Bank deposits at amortized cost 3.20

- Unwinding of discount on security deposits paid 6.29
Rent concession on lease liabilities 16.93
Gain on termination of lease 0.47
26.89

 

423
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

 

 

 

22, Freight, handling and servicing cost
Particulars For the year ended
31 March 2021

Linehaul charges 3,845.04
Pick-up and delivery charges 1,928.74
Franchisee commission 75.43
Packing materials and consumables 31.98
Manpower and conveyance charges 13.85
Warehouse rental charges 20.12

Packing charges

 

23, Employee benefits expense

 

 

Particulars For the year ended
31 March 2021
Salaries, wages and allowances 710.10
Gratuity expense 17.30
Employee stock option expenses 27.93
Contribution to provident fund and other funds 47.23

Staff welfare expenses

 

24, Finance costs

 

 

 

 

Particulars For the year ended
31 March 2021
Interest
- Interest on current borrowings 54.86
~ Interest on non current borrowings 137.08
~ Interest on NCDs 111.86
= Interest on dues to micro and small enterprises 1.02
~ Interest on lease liabilities 64.46
369.28
25. Depreciation and amortization expense
Particulars For the year ended
31 March 2021
Depreciation of property, plant and equipment 119.90
Amortization of Goodwill 252.81
Amortization of intangible assets 14.17
Depreciation of right-of-use assets (refer note 31) 332.10
71

 

424
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

26. Other expenses

 

 

Particulars For the year ended
31 March 2021

Lease and hire charges 49.63
Rent (refer note 31) 68.79
Rates and taxes 4.12
Power and fuel 39.38
Office maintenance 40.04
Insurance 4.77
Repairs and maintenance

- plant and machinery 2.10

- others 13.57
Legal and professional charges 28.53
Auditor's remuneration (refer to note 26.1) 5.20
Sub-contractor costs 33.02
Travelling and conveyance 12.29
Printing and stationery 8.68
Allowance for bad and doubtful debts, net 64.35
Corporate social responsibility expenses (refer to note 37) -
Information technology service cost 36.47
Postage and telephone 19.94
Bank charges 2.66
Bad debts written off 0.03
Security expenses 66.10
Sales and marketing expenses 2.37
Miscellaneous expenses 1.15

 

3.19

26.1. Auditors remuneration

 

 

Particulars For the year ended
31 March 2021
Statutory audit 4.22
Tax audit 0.55
Other Services 0.25
Out of pocket expenses reimbursed 0.18

 

27. 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 equity shareholders of the Holding Company by the weighted average number of Equity shares
outstanding during the year.

The following reflects the income and share data used in the basic and diluted EPS computations :

 

 

 

Particulars For the year ended
31 March 2021

Loss attributable to equity shareholders of the Holding Company (267.40)

Number of equity shares at the beginning of the year 1,76,51,645

Add: Weighted average number of equity shares issued during the year 10,83,979

Weighted average number of equity shares considered for calculation of Basic earnings per 1,87,35,624

share

Number of shares to be issued upon exercise of ESOP 8,53,392

Weighted average number of equity shares considered for calculation of Diluted earnings 1,95,89,016

per share

Earnings per share

Basic (INR) (14.27)

Diluted (INR) (14.27)

Note: Basic and diluted earnings per share are same as the effect of potential dilutive shares, which would be anti-
dilutive, has not been considered.

425
‘Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

28. Significant accounting judgements, estimates and assumptions
‘The preparation of the Special Purpose Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result
in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements
In the process of applying the accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the Special
Purpose Consolidated Financial Statements:

Estimates and assumptions
‘The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the Special
Purpose Consolidated Financial Statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or
circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

(@ Share-based payments:
Employees of the Holding Company receive remuneration in the form of share based payment transactions, whereby employees render services as consideration for equity instruments
(equity-settled transactions). In accordance with the Ind AS 102 Share Based Payments, the cost of equity-settled transactions is measured using the fair value method. The cumulative
expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate
of the number of equity instruments that will ultimately vest. The expense or credit recognized in the Speical Purpose Consolidated Statement of Profit and Loss for the year
represents the movement in cumulative expense recognized as at the beginning and end of that year and is recognized in employee benefits expense.

(i) Defined benefit plans (Gratuity benefits):
‘The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various
assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the
complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each
reporting period.

‘The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated, the management considers the interest rates of government
bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality table . The mortality table tend to change only at interval in response to demographic changes. Future salary increases and
‘gratuity increases are based on expected future inflation rates,

Further details about gratuity obligations are given in note 31.

(iii) Fair value measurement of financial instruments:
‘When the fair values of financial assets and financial liabilities recorded in the Special Purpose Consolidated Financial Statements cannot be measured based on quoted prices in
active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but
where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility
Changes in assumptions about these factors could affect the reported fair value of financial instruments.

(iv) Lease:
‘The lease payments shall include fixed payments, variable lease payments, residual value guarantees and payments of penalties for terminating the lease, if the lease term reflects the
lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the
carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed
lease payments.

‘The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of
interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in
a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available or when they need
to be adjusted to reflect the terms and conditions of the lease .The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to
‘make certain entity-specific estimates

(v) Useful Life of property, plant and equipment:
‘The useful life of the assets are determined in accordance with Schedule Il of the Companies Act, 2013. In cases, where the useful life is different from that prescribed in Schedule I,
it is based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement and
anticipated technological changes.

426
‘Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

28. Significant accounting judgements, estimates and assumptions (continued)

(vi) Loss allowance on trade receivables:

Provision for expected credit losses of trade receivables: The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on quarters past due
for groupings of various customer segments that have similar loss patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of credit and other
forms of credit insurance). The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust the historical credit
loss experience with forward-looking information. At every balance sheet date, the historical observed default rates are updated and changes in the forward-looking estimates are
analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is
sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be
representative of customer’s actual default in the future. The information about the ECLs on the Group’s trade receivables is disclosed in Note 7. In certain cases, the Group may also
consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

(vii) Deferred Taxes:
Deferred income tax asset are recognised to the extent that itis probable that taxable profit will be available against which the deductible temporary differences, and the carry forward
of unused tax credits and unused tax losses can be utilized. Deferred income tax liabilities are recognised for all taxable temporary differences.

(viii) Impairment of Goodwill:

‘The Group estimates the value-in-use of the cash generating unit (CGU) based on the future cash flows after considering current economic conditions and trends, estimated future
operating results and growth rate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rate used
{for the CGU’s represent the weighted average cost of capital based on the historical market returns of comparable companies.

(ix) Provisions and contingencies:
‘The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at
the reporting date. The actual outflow of resources at a future date may therefore vary {rom the figure estimated at end of each reporting period,

427
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

29, Gratuity plan

a) Defi

 

ed Contribution Plans

‘The Group makes contributions, determined as a specified percentage of employee salaries in respect of qualifying employees towards Provident Fund and state
plans such as Employees’ State Insurance (ESI), which is a defined contribution plan. The Group has no obligations other than to make the specified
contributions. The Group contribution is recognised as an expense in the Speical Purpose Consolidated Statement of Profit and Loss during the year in which the
employee renders the related services.

During the year, the Group has recognised the following amounts in the Speical Purpose Consolidated Statement of Profit and Loss, which are included in

contribution to provident and other funds:

 

 

Particulars For the year ended
31 March 2021
Provident Fund and Employee’s Pension Scheme 41.08
Employees’ State Insurance 6.15
47.23

b) Defined Benefit Plans

‘The Group provides for gratuity, a defined benefit plan (the Gratuity Plan), to its employees. The Gratuity Plan provides a lump sum payment to vested
employees, at retirement or termination of employment, of an amount based on the respective employee’s last drawn salary and years of employment with the

Group. The gratuity plan of the Group is non-funded

Reconciliation of opening and closing balances of the present value of the defined benefit obligation.

(Change in projected benefit obligations
Opening defined benefit obligation
Interest cost
Current service cost
Benefits paid
Actuarial gain on obligation
Closing defined benefit obligation

Non-current
Current

(ii) Reconciliation of present value of the obligation and the fair value of the plan assets:
Fair value of plan assets at the end of the year
Present value of the defined benefit obligations at the end of the year
Liability recognised in the Special Purpose Consolidated Balance Sheet

 

Expense recognised in the Special Purpose Consolidated Statement of Profit and Loss

Current service cost
Interest cost
Net gratuity cost

(iv) _Remeasurement gains in other comprehensive income

Actuarial Gain due to Demographic Assumption changes in Defined Benefit Obligation
Actuarial Gain from changes in financial assumptions

Experience adjustments

Amount recognised in OCI during the

year

(v) Actuarial assumptions
count rate

Salary growth rate
Attrition rate

Normal retirement age

 

31 March 2021
71.74

4.35

12.95

(2.97)

70)

 

 

For the year ended
31 March 2021

12.95

 

For the year ended
31 March 2021

 

 

‘31 March 2021
6.69% to 7.15%
7% to 8%

5% to 26%

60 years

Discount rate: The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of

the obligations.

Salary growth rate: The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion and other

relevant factors such as supply and demand factors in the employment market.

Attrition rate: The estimate of future employee turnover.

428
Spoton Logistics Private Limited

Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

29. Gratuity plan (continued)

(vi) _A quantitative sensitivity analysis for significant assumption as at 31 March 2021 is as shown below:

 

Particulars

‘31 March 2021

31 March 2021

 

Sensitivity level
Impact on defined benefit obligation
Sensitivity level
Impact on defined benefit obligation
Sensitivity level
Impact on defined benefit obligation
Sensitivity level
Impact on defined benefit obligation

Discount rate increase by 1.00%
(5.08)
Future salary increase by 1.00%
5.44
Attrition rates increase by 1.00%
(0.72)
Mortality rates increase by 10%
(0.03)

Discount rate decrease by 1.00%
5.73
Future salary decrease by 1.00%
(4.85)
Attrition rates decrease by 1.00%
0.79
Mortality rates decrease by 10%
0.03

‘The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable

changes in key assumptions occurring at the end of the reporting period.

 

(vii) Maturity profile of the defined benefit obligation

Expected undiscounted cash flows over the next :

Year

0-2
25
Above 5

429

31 March 2021

18.63
12.87
104.83,
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

30. Share-based payments

Employee stock option plan 2013:

The Startrek Logistics Private Limited ESOP -2013 (now called as Spoton Logistics Private Limited) was approved by the Board of Directors of the
Holding Company in June 2013 and by the shareholders in August 2013. The ESOP 2013 plan provides the maximum exercisable share into not more
than 3% paid up capital to the employees. The plan is administered by a Board or a sub committee. The plan was revised and approved by the board of
directors and shareholders of the Holding Company on 2 April 2019 and total number of Employee Stock Options to be granted under the Stock
Option Scheme was increased to 9% of paid up capital. Options will be issued to employees of the Holding Company at an exercise price, which shall
be determined and established of an equity share in the recent funding immediately preceding the date of grant or any other price not less than the face
value of the shares as determined by the Board. The equity shares covered under these options would vest not more than five years from the date of
grant of such options.

Employee stock option plan 2018:

The Spoton Logistics Private Limited ESOP-2018 was approved by the Board of Directors of the Holding Company and shareholders effective from
12 October 2018. The ESOP 2018 plan provides for the issue of 1,300,000 options to the employees. The plan is administered by a Board or a sub
committee. Options will be issued to employees of the Holding Company at an exercise price, which shall be determined and established of an equity
share in the recent funding immediately preceding the date of grant or any other price not less than the face value of the shares as determined by the
Board. The equity shares covered under these options would vest not more than five years from the date of grant of such options. Option activity
during the year ended 31 March 2021 and the related weighted average exercise price of stock options under the Spoton Logistics Private Limited
ESOP-2018, is presented below:

Movements during the year
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:

2013 Scheme

 

Particulars For the year ended
31 March 2021

 

Number of options _ [Weighted average
lexercise price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Options outstanding at the beginning of the year 6,27,575 50
[Options outstanding at the end of the year 6,27,575 50
Vested options 6,27,575 50
2018 Scheme
Particulars For the year ended
31 March 2021
‘Number of options| Weighted average
exercise price
[Options outstanding at the beginning of the year 6,90,180 227,
[Granted during the year 14,707, 227
[Options outstanding at the end of the year 7,04,887 227
[Vested options 2,25,817, 227,
Unvested options 4,79,070 =

 

 

The weighted average remaining contractual life for the stock options outstanding are 2 years.
The weighted average fair value of the option granted during the year is INR 366.
Total expense arising from share based payment transaction for the year is INR 27.93 million.

430
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

30. Share-based payments (continued)

The following tables list the inputs to the models used for the share based payment plans for the year ended 31 March 2021:

 

 

Particulars As at
31 March 2021
Dividend yield (%) 0.00%
Expected volatility (%) 33.26%
Risk-free interest rate (%) 6.32%
Expected life of share options (in years) 4
Weighted average share price (INR ) 145,
Model used Black Scholes model

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may
occur. The expected volatility reflects the 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.

431
Spoton Logistics Private Limited

Notes to the Special Purpose Consolidated Financial Statements

(All amount in INR Millions unless otherwise stated)

31. Leases

The following is the summary of practical expedients elected on initial application of Ind AS 116 "Leases":

1. The use of hindsight, such as in determining the lease term if the contract contains options to extend or terminate the lease.

2, Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application,
3, The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application.
4, Applied the practical expedient for not to separate the non-lease components from lease components, and instead account for both lease

and non-lease components as single lease component.

The weighted average incremental borrowing rate applied to lease liabilities as at 01 April, 2020 is 7.50%.

The effect of adoption of Ind AS 116 is as follows:
Particulars

Asat
31 March 2021

As at
1 April 2020

 

Assets
Non-current assets
Right-of-use assets
Total assets

Equity
Retained Earnings
Total equity

Liabilities
Lease liabilities
Total liabilities

Special Purpose Consolidated Statement of Profit and Loss
Depreciation on right-of-use assets

Expense relating to short-term leases (included in other expenses)
Interest cost

Total charge

432

 

967.60
‘967.60

332.10
68.79
64.46
465.35

 

60.12
60.12

837.77
837.77
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

31. Leases (continued)

Group as a lessee
The Group has lease contracts for office premises having a lease term ranging from 1-9 years.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year

As at 1 April 2020
Additions
Deletions
Depreciation expense
As at 31 March 2021

Set out below are the carrying amounts of lease liabilities and the movements during the year:

Right to
use asset
Amount

799.19
462.26

(6.22)

(332.10)
924.13,

Lease liabilities

 

 

 

 

Amount
As at 1 April 2020 837.77
Additions 447.68
Deletions (5.69)
Accretion of interest 64.46
Payments (359.69)
Rent concession on lease liabilities (16.93)
As at 31 March 2021 967.60
The following is the break-up of current and non-current lease liabilities:
Particulars ‘As at

31 March 2021
Current lease liabilities 312.82
Non-current lease liabilities 654,78
Closing balance 967.60
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:

Particulars As at

31 March 2021
Less than one year 377.58
One to five years 644,91
More than five years 8.53
Closing balance 1,031.02

COVID-19 related rent concessions

The Group has opted for the practical expedient for rent concession issued by Ministry of Corporate Affairs in which Companies are not

required to reassess the lease as modification and recognize the gain as income in profit and loss.

The Group does not face a liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to

lease liabilities as and when they fall due.

433
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

 

32. Related party transactions:

Names of related parties and related party relationship:
Related parties under Ind AS 2:

1. Enterprises having control over the Company

2. Key management personnel

3. Parties where control exists irrespective of whether transactions
have occurred or not

4, Relative of Key Management Personnel

5. Enterprises owned or significantly influenced by KMP and
relative of KMP

Samara Alternate Investment Fund (upto 24 August 2021)
Samara Capital Partners Fund II Limited (upto 24 August 2021)
Virginia Tech Foundation, Inc. (upto 24 August 2021)
Xponentia Fund Partners LLP (upto 24 August 2021)
Xponentia Opportunities Fund — I (upto 24 August 2021)
Delhivery Limited (formerly known as Delhivery

Private Limited) (w.e.f 24 August 2021)

Abhik Mitra — Director

Krishna Chandrasekar - Chief Financial Officer

Pavithra P - Company Secretary

Devinjit Singh - Director (upto 23 August 2021)

Perumal Ramamurthy Srinivasan - Director (upto 23 August 2021)
Goutam Gode - Director (upto 23 August 2021)

Abhishek Kabra - Director (upto 24 August 2021)

Ajith Pai Mangalore - Additional Director (w.e.f 24 August 2021)
Amit Agarwal - Additional Director (w.e.f 24 August 2021 till 06 October 2021)
Raghavan Narasimhan - Director (upto 18 August 2021)

Raghavan Narasimhan - CEO of the Subsidiary (w.e.f 18 August 2021)
Pallavi Aravind - Director (upto 28 January 2020)

TNS Raghavan - Director (upto 28 January 2020)

Srivatsan Rajan (Independent director w.e.f 13 October 2021)

Pooja Gupta (Director w.e.f 06 October 2021)

Spoton Supply Chain Solutions Private Limited
(formerly known as Raag Technologies and Services Private Limited)
("referred as the Subsidiary")

Pallavi Aravind (Spouse of the CEO of the Subsidiary)
TNS Raghavan (Father of the CEO of the Subsidiary)

Rangan Manufacturing Services Private Limited (Raghavan Narasimhan and Pallavi
Aravind - Shareholders and Directors)

434
‘Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements

(All amount in INR Millions unless otherwise stated)

33. Segments reporting

‘The Group’s business activities which are primarily domestic road transport services engaged in domestic cargo shipments by land and the only geographical segment is

“India These activities fall within a single reportable segment as the management reviews the financial performance of Logistic services on consolidated basis. Accordingly,

there are no additional disclosures to be furnished in accordance with the requirement of Ind AS 108 ~ Operating Segments with respect to single reportable segment.

Major customer
Revenue from any customer of the Group’s domestic road transport business does not exceed 10% of the total revenue reported and hence, the Management believes there
are no major customers to be disclosed.

(This space has been intentionally left blank)

436
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

32. Related party transactions (continued)

a)The following is the summary of significant transactions with related parties for the year ended 31 March 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S.No [Name of the Related party [Nature of transactions Year ended
31 March 2021
‘Transactions for the
year
1 [Samara Alternate Investment Fund [Issue of equity shares (including securities 135.36
premium)/share application money received
2 Samara Capital Partners Fund Issue of equity shares (including securities 164.64
Limited premium)/share application money received
3 Xponentia Fund Partners LLP Issue of equity shares (including securities 39.25
premium)/share application money received
a Xponentia Opportunities Fund 1 _ [Issue of equity shares (including securities 60.75
premium)/share application money received
5 Pallavi Aravind Rent expenses 0.96
6 [Rangan Manufacturing Services [Amounts realised from debtors transferred as part of 109.11
Private Limited Scheme of Demerger
7 [Rangan Manufacturing Services [Amounts paid to creditors transferred as part of 106.85
Private Limited Scheme of Demerger
8 Rangan Manufacturing Sei Transactions (net) for the period 07 November 2019 8.63
Private Limited to 31 March 2020
9 Abhik Mitra- Director [Key managerial remuneration (including applicable 15.40
lend of service benefits)**
10 [Krishna Chandrasekar [Key managerial remuneration (including applicable 7.02
lend of service benefits)**
1 Raghavan Narasimhan Key managerial remuneration (including applicable 373
lend of service benefits)**
12 Pavithra P| Key managerial remuneration (including applicable 0.22

 

 

lend of service benefits)**

 

 

 

>*Key managerial remuneration includes bonus paid in the current year.
‘The remuneration to key management personnel doesn’t include the provisions made for gratuity and leave encashment, as they
are obtained on an actuarial basis for the Holding Company and the Subsidiary as a whole.

b) The following is the summary of balances outstanding with related parties as at year ended 31 March 2021:

 

 

 

 

 

 

S.No Name of the Related party Nature of balances Asat
31 March 2021
Outstanding at year
end
1 [Pallavi Aravind (Other current financial liabilities - Rent payable 0.23
2 [Raghavan Narasimhan (Other current financial liabilities - Other payables - 2.12
payable to Director
3 [Rangan Manufacturing Services [Other current assets - Other receivables 637

 

Private Limited

 

 

 

435

 

 
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

34, Details of dues to micro and small enterprises as defined under MSMED Act 2006

‘The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August 2008 which recommends that the Micro
and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of
the Memorandum in accordance with the ‘Micro, Small and Medium Enterprises Development Act, 2006’ (‘the Act’). Accordingly, the disclosure
in respect of the amounts payable to such enterprises as at 31 March 2021 and 1 April 2020 has been made in the Special Purpose Consolidated
Financial Statements based on information received and available with the Group. Further in view of the Management, the impact of interest, if any,
that may be payable in accordance with the provisions of the Act is not expected to be material. The Group has not received any claim for interest

from any supplier as at the balance sheet date.

 

 

 

 

 

Particulars 31 March 2021
‘The principal amount and the interest due thereon remaining unpaid to any supplier at the end of
each accounting year:
Principal 15.01
Interest 1.01
‘The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium
Enterprises Development Act, 2006, along with the amount of the payment made to the supplier
beyond the appointed day during each accounting year:
Principal -
Interest 0.20
‘The amount of interest due and payable for the period of delay in making payment (which have been 0.01
paid but beyond the appointed day during the year) but without adding the interest specified under
the Micro, Small and Medium Enterprises Development Act, 2006.
‘The amount of interest accrued and remaining unpaid at the end of each accounting year. 1.02
‘The amount of further interest remaining due and payable even in the succeeding years, until such 1.02
date when the interest dues above are actually paid to the small enterprise, for the purpose of
disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium
Enterprises Development Act, 2006.
35. Capital and other commitments
Particulars 31 March 2021
Estimated amount of contracts remaining to be executed on capital account (net of advances) 45.95
Letter of comfort issued to lendor against credit facilities availed by the Subsidiary Company 600.00

437
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

36. Contingent Liabilities not provided for:
Particulars 31 March 2021

 

 

a, Service Tax
During year 2017-18, the Commissioner of service tax department had issued show cause notices (SCNs) for
raising demands of Rs. 189.39 millions and Rs, 221.64 millions on 28 March 2018 for the period from January
2012 to March 2015 and from April 2015 to June 2017 respectively, in respect of classification of services of the
Holding Company’s vendors as a Goods Transport Agency for that period. The SCN alleged that vehicle hire
services availed by the Holding Company for transporting the goods of its customers both between the cities and
within the city should be classified under " Goods Transportation Agency” (“GTA”) as per section 65 (105) (zzp)
of the Finance Act prior to July 1, 2012 and the Holding Company is required to pay the service tax under the
reverse tax charge mechanism. The Holding Company had responded to these SCNs in 2017-18.

During the year ended 31 March 2019, the Department passed adjudication order on 06 September 2018 with a
service tax demand of Rs. 189.39 millions and along with interest and penalty of Rs.189.39 millions for the period
from January 2012 to March 2015. The Holding Company has filed an appeal before CESTAT against the order
after paying Rs.14.20 millions under protest. The SCN relating to the period from April 2015 to June 2017 is yet
be adjudicated as at 31 March 2021

600.43,

Subsequent to the balance sheet date, an adjudication order passed by Principal Commissioner of Central Tax,
Bangalore was received on 28 July 2021 with a tax demand of Rs. 221.64 millions along with interest and penalty
of Rs. 22.16 millions for the period from April 2015 to June 2017.

Based on the underlying facts, applicable laws and industry standards, the Holding Company is confident of
prevailing against the Department's position and does not anticipate any adverse financial outcome.

b) Sales Tax Department-Bihar
During the year 2017-18, the Assistant Commissioner of Commercial Tax - Investigation and Bureau (Bihar), has
raised demand of Rs.5.34 millions (including penalty) on failure of producing statutory records reflecting proper
account of goods under provision of section 61 of BVAT Act 2005, read with Rule 41 of WBVAT rules 2005. The
Holding Company filed a writ petition before the Patna High Court directing the Department not to take action till
the Holding Company’s application is heard by the Tribunal.

‘The Hon'ble High Court upon hearing had directed the Department not to take any coercive action against the
Holding Company for recovery of the disputed amount till the Holding Company's revision application was taken .
up for hearing by the Commercial Tax Tribunal. As at 31st March 2020, The Commercial Tax Tribunal was yet to

 

‘On 09 march 2021, the dispute has been closed under the order of settlement of Bihar Settlement of Taxation
Disputes Act, 2019, by payment of INR. 5.34 million.

©) Other matters
~ Demands not acknowledged by the Holding Company 0.62
- Provident fund [refer to note (i) below] 55.66

Note (i)
‘The Hon’ble Supreme Court of India (‘SC’) by their order dated 28 February 2019, set out the principles based on which allowances paid to the
‘employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. There are interpretative
challenges and considerable uncertainty, including estimating the amount retrospectively. The Holding Company has been legally advised that there
are interpretative challenges on the application of Judgement retrospectively. Based on the legal advice and in the absence of the reliable
measurement of the provision for earlier periods, the Holding Company has complied with order on a prospective basis, from the date of SC Order.
‘The Holding Company considered exposure related to the period before the date of SC order and shown as a contingent liability

438
Spoton Logistics Private Limited
‘Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

36. Contingent Liabilities not provided for (continued)
Note (ii)

Appointment of Company Secretary

As per Section 203 of Companies Act 2013, read with rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, if a Company does not have a whole time Company Secretary ("CS"), a Company shall be punishable with fine which shall not be less than
Rs, 1 lakh but which may extend to Rs. 5 lakhs and every director and key managerial personnel of a Company who is in default shall be punishable
with fine which may extend to Rs. 50,000 and where the contravention is a continuing, with a further fine which may extend to Rs. 1,000 per day
until the date of appointment.

Since the paid up capital of the Holding Company is Rs. 176.52 million i.e. more than five crore rupees (ten crores w.e.f. 01 April 2020 as amended
vide notification dated 03 January 2020, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014), the Holding Company
‘was required to have a whole time CS. The Holding Company appointed whole time CS on 02 May 2019 and made two compounding applications
with Registrar of Companies, one for compounding of offense till 02.11.2018 (till the time of adjudication provision became effective) and second
for adjudication from 02.11.2018 (date of effectiveness of adjudication provision) till 02.05.2019 (date of appointment of Company Secretary). The
Holding Company's management does not expect significant penalty arising out of the compounding proceedings.

Note (i
‘The Holding Company was unable to hold its annual general meeting for Fiscal Year 2020 within the permitted timeline for holding such meetings
due to the COVID-19 pandemic and certain other administrative delays, and was delayed in holding such a meeting by four months and four days.
‘The Company has filed a compounding application dated 9 August 2021 seeking compounding for such offence with the Registrar of Companies,
Ahmedabad. The Holding Company's management expect that the compounding will not result in any significant penalties to the Holding Company.

 

(@) Contingent liabilities disclosed above represent possible obligations where possibility of cash outflow to settle the obligations is not remote.

 

(ii) Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows,
of the above as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.

any, in respect

  

(ii) The Group doesn't expect any reimbursements in respect of the above contingent liabilities

439
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

37, Expenditure on Corporate Social Responsibility Activities

As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit
for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The funds are allocated to the activities which
are specified in Schedule VII of the Companies Act, 2013, Details of the Holding Company's CSR expenditure is as follows:

 

Particulars 31 March 2021

 

(a) Gross amount required to be spent by the Holding Company during the year -
Add: Unspent amount from prior years
Total Gross amount required to spent
(b) Amount approved by the Board to be spent during the year
() Amount spent during the year ended on on 31 March 2021:

 

 

 

Particulars In cash Yet tobe Total
paid in cash

 

1) Construction/acquisition of any asset = 3s 7

ii) On purpose other than (i) above* 0.50 - 0.50
(d) Details related to spent / unspent obligations: 31 March 2021
i) Contribution to Public Trust
ii) Contribution to Charitable Trust* 3.61

iii) Unspent amount in relation to
= Ongoing project -
- Other than ongoing project

 

3.61

 

* The Holding Company has not disbursed any funds towards CSR activities due to the COVID-19 pandemic conditions. However, the cumulative
tunspent amount of INR 3.61 million as at the year end transferred to separate bank account on May 26, 2021 in accordance with Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021.CSR Projects have been identified subsequent to the balance sheet date and as of
date, disbursement already made for INR. 3.6 million.

 

38, Estimation uncertainty relating to the global health pandemic on COVID-19:

‘The COVID-19 pandemic is rapidly spreading throughout the world. The event significantly affects the economic activity worldwide and, as a
result, could affect the operations and results of the Group.

‘The Group's operations were impacted due to the lockdown restrictions imposed by the Goverment. The Management is of the view that
subsequent to the lockdown period, the operations of the Group are returning to normalcy. However the Management is closely monitoring any
foreseeable impact of COVID on the operations of the Group and is confident of obtaining regular supply of logistics services for foreseeable
period. The Management has also performed an extensive analysis of the impact of COVID on the assumptions used in preparing these Special
purpose consolidated financial statements and has concluded that no adjustments are required in these Special purpose consolidated financial
statements on this account. The actual impact of COVID-19 on the Special purpose consolidated financial statements may differ from that estimated
as at the date of approval of the Special purpose consolidated financial statements and the Group’s management continues to closely monitor any
material changes to future economic conditions.

440
Spoton Logistics Private Limited
Notes to the Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

39

@

Gi)

 

 

 

 

 

Scheme of Arrangement ("the Scheme") between Vankatesh Pharma Private Limited and Spoton Logistics Private Limited and their respective
shareholders under section 230 to 232 read with Section 66 of the Companies Act, 2013 ("the Act") and the rules made thereunder.
1) Names and general nature of business of the amalgamating companies
Vankatesh Pharma Private Limited (hereinafter referred to as the “Transferor Company” or "the VPPL") is a company under the Companies Act, 1956 had
its registered office Opposite to SEZ Naman Industrial Estate, ATPO Matoda, Village Matoda, Taluka Sanand, Ahmedabad, Survey No 520/1 & 520/2,
Gujarat, Ahmedabad- 382213, India. VPPL was primarily engaged in Business Advisory Services (focusing on pharmaceutical products).
Spoton Logistics Private Limited is a Company (hereinafter referred to as the “Transferee Company” or "SLPL") with its registered office Opposite to SEZ
‘Naman Industrial Estate, ATPO Matoda, Village Matoda, Taluka Sanand, Ahmedabad, Survey No 520/1 & 520/2, Gujarat, Ahmedabad- 382213, India. The
SLPL is engaged in the domestic road business i.e. transportation freight through surface and air transport, within the territory of India.
Il) Effective date of arrangement for accounting purposes
Effective date of the Scheme for accounting purposes is 30 August 2018.
The Scheme of Arrangement was duly approved by the National Company Law Tribunal of Ahmedabad on 27 November 2019 under provision of the
Companies Act 2013, and the certified true copy of the Scheme was filed with the Registrar of Companies on 10 January 2020 for regularisation.
(111) The method of accounting used to reflect the Scheme of Arrangement:
As per Scheme of Arrangement submitted to the NCLT, with the effect from the appointed date, the Transferee Company shall account for the arrangement
in the books by following ‘Purchase Method of Accounting’ laid down by Accounting Standard 14 (Accounting for amalgamations) notified under the
Companies (Accounting Standard) Rule, 2006. Also refer to note 1.
The details of assets and liabilities acquired:
Particulars ‘Amount (Rs.)
‘Assets:
Non current assets
Other non-current assets (refer note (i) below) :
Current assets
Cash and bank balances 10,79,94,250
Short-term loan and advances 64,000
Other current asset (refer note (i) below) :
10,80,58,250
Total assets (A)
Liabilities:
Non current liabilities
Long term borrowings 1,35,00,00,000
1,35,00,00,000
Current liabilities
Trade payables (refer note (i) below) -
Other current liabilities 2,20,89,418
Short-term provisions 38,500
27,918
Total liabilities (B) 1,37,21,27,918
Net liability (C= A-B) (1,26,40,69,668)
Transferred to Goodwill (refer note (ii) below) (1,26,40,69,668)
Notes:
The Transferor Company had entered into a Reimbursement Agreement (“the agreement”) on 06 December 2018 with one of its shareholders, namely Samara

Capital Partners Fund II Limited (“Samara”) for reimbursement of insurance premium amounting to INR 54,000,000 (USD 750,000) obtained by Samara from
a foreign insurer, wherein the Transferor Company was a beneficiary. The insurance premium was recognized as a liability due to Samara by the Transferor
Company with a corresponding debit to prepayments. These balances of liability and prepayment were transferred to the Transferee Company as part of the
assets and liabilities acquired through the Scheme.

During the year ended 31 March 2021, the Holding Company’s management has obtained a legal opinion and based on which, it has been concluded that the
Reimbursement agreement was not in compliance with the Foreign Exchange Management Act, 1999 (“FEMA”) and the regulations issued thereunder.
Accordingly, the agreement has been cancelled on 10 February 2021, with effect from 06 December 2018 and the underlying transaction and balances were
reversed in the Holding Company’s books. Consequently, the liability due to Samara of INR 54,000,000 and prepayment of INR 53,728,448 (non-current INR
46,648,707 and current INR 7,079,741) were not considered as part of the assets and liabilities acquired under the Scheme. In addition, the amortization of
prepayment carried out in the books of the Transferor Company between 30 August 2018 and 31 March 2019 were also not considered as part of the loss
transferred from the Transferor Company under the Scheme.

The difference between the net liability of the Transferor Company transferred to and recorded in the books of the Transferee Company and the amount
credited to the equity share capital is adjusted against the goodwill account. 44
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

40 First time adoption of Ind AS

‘These Special Purpose Consolidated Financial Statements for the year ended 31 March 2021 of the Group have been prepared in accordance with Note
2.1 Basis of preparation. For periods up to and including the year ended 31 March, 2021, the Group prepared its consolidated financial statements in
accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies
(Accounts) Rules, 2014 (Indian GAAP).

In preparing these Special purpose consolidated financial statements, the Group’s opening balance sheet was prepared as at 1 April 2020, being the
Group’s date of transition to Ind AS, This note explains the principal adjustments made by the Group in restating its Indian GAAP consolidated
financial statements, including the consolidated balance sheet as at 1 April 2020 and the special purpose consolidated financial statements as at and for
the year ended 31 March 2021.

Exemptions app!
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS, Set out below are the
applicable Ind AS 101 mandatory exceptions and optional exemptions applied in the transition from previous GAAP to Ind AS.

a) Mandatory exceptions to retrospective applications
i. Estimates

‘The estimates are consistent with those made for the same dates in accordance with Indian GAAP apart from the Impairment of financial assets based
on Expected Credit Loss (ECL) model where application of Indian GAAP did not require estimation.

 

‘The estimates used by the Group to present these amounts in accordance with Ind AS reflect conditions at 1 April 2020 the date of transition to Ind AS,
and as of 31 March 2021.

ii, De-recognition of financial assets and financial liabilities
‘The Group has applied the de-recognition requirements under Ind AS 109 prospectively for transactions occurring on or after the date of transition to
Ind AS.

b) Ind AS optional exemptions

i, Deemed cost-Previous GAAP carrying amount: (PPE and Intangible) :
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the
financial statements as at the date of transition to Ind AS, measured as per the previous GAAP (Indian GAAP) and use that as its deemed cost as at the
date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by
Ind AS 38. Accordingly, the Group has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP
carrying value.

ii. Classification and measurement of financial instruments

‘The Group has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to
Ind AS.

 

. Business Combinations

Appendix C to Ind AS 101 contains the requirement that an entity should apply to business combination that the Group recognised before the date of
transition to Ind AS. The key requirements are as follows:

(i) A first time adopter may elect not to apply Ind AS 103 retrospectively to past business combinationsi.i.e ( business combination that occurred before
the date of transition to Ind AS). However, if a first time adopter restates any business combinations to comply with Ind AS 103, it shall restate all latter
business combinations and shall also apply Ind AS 110 from the same date. Accordingly, the Group has elected to opt for the transition option.

iv. Employee stock option plans
The Group has opted the exemption with respect to Ind AS 102 on ‘Share-based Payment’ to equity instruments i.e. ESOP options that vested before
the date of transition to Ind-AS and accordingly has not accounted for the options that vested before 1 April 2020.

 

‘The following reconciliations provide a quantification of the effect of significant differences arising from the transition from previous GAAP to Ind AS
in accordance with Ind AS 101:

i, Reconciliation of special purpose consolidated balance sheet as at 01 April 2020 (date of transition to Ind AS)

ii, Reconciliation of special purpose consolidated balance sheet as at 31 March 2021

iii, Reconciliation of special purpose consolidated statement of profit and loss for the year ended 31 March 2021

iv. Reconciliation of special purpose consolidated statement of cash flows for the year ended 31 March 2021

442
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

40 First time adoption of Ind AS (continued)

Reconciliation of special purpose consolidated balance sheet as at 1 April 2020

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Footnotes | Indian GAAP Ind AS Ind AS
adjustments
ASSETS
Non-current assets
Property, plant and equipment 203.74 - 203.74
Goodwill 1,059.96 - 1,059.96
Other intangible assets 57.61 - 57.61
Right of use assets 1&2 - 799.19 799.19
Intangible assets under development 791 - 791
Other financial assets 1 182.46 (59.26)| 123.20
Tax assets (net) 290.07 - 290.07
Other assets 17.87 - 17.87
Total Non- current assets 1,819.62 739.93 2,559.55,
Current assets
Financial assets
Trade receivables 5 1,580.60 (1.90) 1,578.70
Cash and cash equivalents 113.31 - 113.31
Other bank balances 84,90 - 84,90
Other financial assets 1 189.06 36.69 225.75
Other assets 146.34 : 146.34
Total current assets 2114.21 34.79 2,149.00
Total Assets 3,933.83 774,72 4,708.55
EQUITY AND LIABILITIES
Equity
Equity share capital 176.52 - 176.52
Other Equity 603.83 (454,29)| 149.54
Equity attributable to equity holders of the Holding Company 780.35 (454.29)| 326.06
Non-controlling interests 20.77 (20.77) -
Total equity 801.12 (475.06)| 326.06
LIABILITIES
Non- current liabi
Financial liabilities
Borrowings 1,113.75 - 1,113.75
Lease liabilities 2 - 548.09 548.09
Other financial liabilities 10 16.21 209.55 225.76
Long term provisions 71.36 3.75 75.10
Deffered tax liabilities (net) (0.32) 195.98 186.66
Other non-current liabilities 8.77 (8.77) 0.00
Total non-current liabilities 1,200.77, 948.60 2,149.36
Current liabilities
Financial liabilities
Borrowings 887.18 - 887.18
Lease liabilities - 289.68 289.68
Trade payables
Total outstanding dues of micro enterprises and small enterprises 6.62 - 6.62
Total outstanding dues of creditors other than micro enterprises and 866.49 6.07 872.56
small enterprises
Other financial liabilities 99.67 18.56 118.23
Provisions 14.50 0.18 14.68
Other current liabilities 3 57.49 (13.29)| 44,20
1,931.95 301.20 2,233.15
3,132.72 1,249.80 4,382.51
Total equity and liabilities 3,933.83 T7472 4,708.55

 

 

 

 

 

 

443

 
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

40 First time adoption of Ind AS (continued)

Reconciliation of special purpose consolidated balance sheet as at 31 March 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Footnotes | _ Indian GAAP Ind AS Ind AS
adjustments
ASSETS
Non-current assets
Property, plant and equipment 195.94 - 195.94
Goodwill 4 795.90 11.34 807.14
Other intangible assets 60.11 - 60.11
Right of use assets 1&2 - 924.13 924,13
Intangible assets under development 6.78 - 6.78
Other financial assets 1 235.63 (101.96)| 133.67
Tax assets (net) 273.85 - 273.85
Other assets 20.78 - 20.78
Total Non- current Assets 1,588.99, 833.51 2,422.40
Current assets
Financial assets
Trade receivables 5 1,760.79 31.98 1,792.77
Cash and cash equivalents 237.27 - 237.27
Other bank balances 6.87 - 6.87
Other financial assets 1 421.12 71.10 492.22
Other assets 216.22 - 216.22
Total current assets 2,642.27 103.08 2,745.35
Total Assets 4,231.26 936.59 5,167.75
EQUITY AND LIABILITIES
Equity
Equity share capital 198.26 - 198.26
Other Equity 730.93 (442.53)| 288.40
Equity attributable to equity holders of the Holding Company 929.19 (442.53)| 486.65
Non-controlling interests 14.52 (44.52)| -
Total equity 943.71 (457.05)| 486.65
LIABILITIES
Non- current liabilities
Financial liabilities
Borrowings 6 986.67 7281 1,059.48
Lease liabilities 2 - 654,78 654.78
Other financial liabilities 10 16.51 209.55 226.06
Long term provisions 80.73 (6.13) 75.60
Deffered tax liabilities (net) (103.53) 137.00 33.48
Other non-current liabilities 27.38 (27.38)| 0.00
Total non-current liabilities 1,007.76 1,041.63 2,049.40
Current liabilities
Financial liabilities
Borrowings 727.23 - 727.23
Lease liabilities 2 - 312.82 312.82
Trade payables
Total outstanding dues of micro enterprises and small enterprises 16.03 - 16.03
Total outstanding dues of creditors other than micro enterprises and 1,356.09 - 1,356.09
small enterprises
Other financial liabilities 114.05 45.12 159.16
Provisions 17.25 1.69 18.94
Other current liabil 3 49.04 (7.61) 41.43
2,279.69 352.02 2,631.70
3,287.45 1,393.65, 4,681.10
Total equity and liabilities 4,231.26 936.59 5,167.75

 

 

 

 

 

 

444

 
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

40 First time adoption of Ind AS (continued)

Reconciliation of special purpose consolidated statement of profit and loss for the year ended 31 March 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Footnotes | _ Indian GAAP Ind AS Ind AS
adjustments
Income
Revenue from operations 5 7,992.99 42.89 8,035.87
Other Income 2 3.20 23.69 26.90
Total Income 7,996.19) 66.58 8,062.77
Expenses
Freight, handling and servicing cost 5 5,904.89 20.48 5,925.38,
Employee benefits expense 7 827.30 28.74 856.04
Finance costs 2&6 232.00 137.27 369.28
Depreciation and amortization expense 2 398.21 320.77 718.98
Other expenses 2 866.82 (363.61)| 503.19
Total expenses 8,229.22 143.65 8,372.87
Loss before exceptional items and tax (233.03) (77.07) (310.10)|
Exceptional items
Loss before tax (233) (77) (310.10)|
Tax expense, comprising:
Current tax 120.13 - 120.13
Deferred tax 8 (94,20) (62.37) (156.57)
Total tax expense (VI) 25.93 (62.37) (36.44)|
Loss for the year (VII= V-V1) (258.97) (14.70)| (273.66)|
Other comprehensive income:
(a) Items that will not be reclassified to profit or loss in subsequent
(i) Re-measurement losses on defined benefit plans : 9.70 9.70
(ii) Income tax relating to items that will not be re-classified to profit or - (3.39) 3.39)
Other comprehensive loss for the year 9 5 631 631
Total comprehensive loss for the year (258.97) (8.39) (267.35)|

 

 

 

vi) Footnotes to the reconciliation of equity as at 1 April 2020 and 31 March 2021 and profit or loss for the year ended 31 March 2021:

1 Security Deposit
Under the Indian GAAP, interest free security deposits given for lease ( that are refundable in cash and on completion of its term) are recorded at their
transaction value. The Group has fair valued these financial assets i.e. security deposit given under Ind AS. Difference between the fair value and
transaction value of the security deposit has been recognised as ROU. The corresponding adjustments have been recognised in retained earnings as at
the the date of transition and subsequently in profit and loss.

2 Lease impact as per Ind AS 116
Under previous GAAP, where the Group is a lessee were classified either as an operating or a finance lease. Under Ind AS 116, all arrangement that,
falls under the definition of lease except those for which short-term lease exemption or low value exemption is applied, the Group will recognise a right-
of-use assets and a lease liability on the lease commencement date. Right-of-use assets is amortised over the lease term on a straight line basis and lease
liability is measured at amortised cost at the present value of future lease payments. Further interest is accrued on such lease liability. On transition, the
adoption of Ind AS 116 resulted in the ROU assets of INR 799.19 million and lease liabilities of INR 837.77 million. There is an increase in
depreciation expense by INR 332.10 million during the year ended 31 March 2021. There is an increase in interest expense by INR 64.46 millions.
There were certain lease contracts terminated during the year resulting in recognition of gain of INR 0.47 million. Also, the Group has applied the
practical expedient of rent related concession and has recorded a gain of INR 16.93 million.

3 Lease Equalization reserve
Under previous GAAP, the Group was recording lease equalisation reserve. Under Ind AS, if the increase in lease rentals is in line with inflation, then
there is no requirement for creation of lease equalisation reserve. Accordingly, Lease equalisation reserve as on transition date amounitng to INR 22.07
million has been reversed with the corresponding impact on retained earnings. During the year ended 31 March 2021, the Group has booked lease
equilisation expense under the head rental expense amounting to INR 12.93 million which has been reversed.

Deferred tax charged under the previous GAAP on such rent equalization reserve has also been reversed.

445

 
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Financial Statements
(All amount in INR Millions unless otherwise stated)

40 First time adoption of Ind AS (continued)

4 Goodwill
Under previous GAAP, the Group used to amortize Goodwill over a period of five years. Under Ind AS, Goodwill related to other than Goodwill
arising on amalgamation described in note 39 is not amortised but tested for impairment on an annual basis. Therefore the Goodwill amortisation under
Indian GAAP for the year ended 31 March 2021 amounting to INR 11.34 million has been reversed. The Group has recognised deferred tax on the
carrying value of the goodwill as on the balance sheet date.

5 Revenue adjustment
Under previous GAAP, the Group used to record the revenue once cargo was delivered to the customers. Under Ind AS, the Group has changed the
revenue recognition policy and records the revenue over the period resulting in recognition of additional revenue of INR 42.89 million for the year
ended 31 March 2021. The revenue adjustment also results in recognition of net additional cost of INR 26.56 million,

6 Borrowings
Under previous GAAP, the Group carried the debenture at its face value of INR 950 million, Under IND AS, as the debenture agreement contains
certain put options available with lender exercisable upon certain events. The Group carries the debenture at fair value under IND AS. As a result of
above, the additional interest expense amounting to INR 84.69 million has been accounted for and processing fees of INR 11.88 million has been
reversed during the year ended 31 March 2021. The Group has recognised deferred tax asset on the net of additional interest expense and reversal of
processing fees of INR 72.8 million.

7 Employee benefits expense
Under previous GAAP, the Group has not recorded the ESOP expense. Under IND AS, the ESOP has been classified as equity settled resulting in
creation of Employee stock option outstanding account amounting to INR 46.05 million as on the date of transition to IND AS ie. 1 April 2020.
Subsequently, the ESOP expense under the head employee benefit expense has been booked amounting to INR 26.4 million for the year ended 31
March 2021. The employee benefit costs have increased by INR 9.7 million as remeasurement gain on defined benefit plans has been recognized in the
ocl.

8 Deferred tax assets (net)
Previous GAAP requires deferred tax accounting using the profit and loss account approach, which focuses on differences between taxable profits and
accounting profits for the period. Ind AS 12 requires entities to account deferred taxes using the balance sheet approach, which focuses on temporary
differences between the carrying amount of an asset or liability in the consolidated balance sheet and its tax base. The application of Ind AS 12
approach has resulted in recognition of deferred tax on new temporary differences relating to various transition adjustments which are recognised in
correlation to the underlying transaction either in retained earnings as a separate component in equity.

9 Other comprehensive income
Both under Indian GAAP and Ind AS, the Group recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under
Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Any remeasurements comprising actuarial gains and
losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets
excluding amounts included in net interest on the net defined benefit liability are recognised immediately in the consolidated balance sheet with a
corresponding debit or credit to retained earnings through OCI. Thus the employee benefit costs (net of tax) is increased by INR 6.31 million due to
remeasurement gain on defined benefit plans has been recognized in the OCI.

10 NCI Put Liability
Previous GAAP requires recognition of minority/non controlling interest based on the allocation of profit or loss attributable towards the NCI holders.
As per the terms of the option deed agreement, the Group has recognised NCI Put liability of INR 209.55 million at fair value.

11 Reconciliation of Special Purpose consolidated statement of cash flows

 

Particulars Indian GAAP Ind AS Ind AS
adjustments

 

For the year ended 31 March 2021

 

Net cash generated from operating acti 265.47 360.45 625.92
Net cash used in investing activities (40.77) (0.73) (41.50)|
Net cash used in financing activities (100.75)| (359.69)| (460.44)|
Net increase in cash and cash equivalents 123.95 0.03 123.99
Cash and cash equivalents as at 1 April 2020 113.31 113.31
Cash and cash equivalents as at 31 March 2021 237.27 237.30

 

 

 

 

 

 

‘Summary of Significant accounting policies (refer Note 2.4).

446
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Finai
(All amount in INR Millions unless otherwise stated)

 

Statements

41. Events occuring after reporting period

 

(a) Acquisition of the Holding Company by Delhivery Limited:
Pursuant to the Share Purchase Agreement dated 29 July 2021, as amended by Amendment Agreement executed on 19 August 2021, each executed amongst
the Holding Company, Delhivery Limited ("Acquirer") and M/s Samara Alternate Investment Fund, M/s Samara Capital Partners Fund II Limited, M/s
Virginia Tech Foundation, Inc., M/s Xponentia Opportunities Fund - I and Xponentia Fund Patners LLP (collectively called "Sellers"), the Board of directors
of the Holding Company approved on 24 August 2021 and took on record the transfer of 1,98,25,558 fully paid-up equity shares of face value Rs. 10 each of
the Holding Company, collectively held by the Sellers, free and clear of all encumbrances of any nature. The effective date of acquisition is 24 August 2021.

(b) Full and Final redemption of Senior, Secured, Unrated, Unlisted, Non-Convertible Debentures ("NCDs"):
On 25 August 2021, the Holding Company made voluntary redemption of 950, 13% non-convertible debentures of INR 1,000,000 each along with applicable
interest and redemption premium, The total amount paid was INR 1,216.72 million representing INR 950 million against principal, INR 180.52 million
against interest till the end of the lock-in-period as on the date of the redemption and INR 86.19 million against redemption premium.

(© Termination of Option Deed Agreement and Investment in equity shares of Spoton Supply Chain Solutions Private Limited (formerly known as
Raag Technologies and Services Private Limited):

The Option Deed Agreement dated 04 December 2019, executed between the Narasimhan Raghavan, Pallavi Aravind ("the non-controlling shareholders in
the Subsidiary"), the Subsidiary and the Holding Company was terminated on 17 August 2021. Further, the Holding Company entered into a share purchase
agreement dated 7 August 2021 with the Subsidiary and non-controlling shareholders of the Subsidiary and invested in the remaining 1,750 equity shares of
the Subsidiary on 16 August 2021.

(d) Cancellation of ESOP scheme 2013 and 2018:

‘The Holding Company's ESOP Schemes 2013 and 2018 have been cancelled via board resolution dated 3 September 2021 and employees have been paid
cash or issued equity shares in lieu of cancellation.

‘As per our report of even date attached:

For BSR & Associates LLP for and on behalf of the Board of Directors of

Chartered Accountants Spoton Logistics Private Limited

Firm registration number: 116231W/W-100024 UIN : U63090GJ2011PTC108834

Vipin Lodha Ajith Pai Mangalore Abhik Kumar Mitra

Partner Director Director

‘Membership No. 076806 DIN: 07168138 DIN: 00337465

Place: Bengaluru Place: Bengaluru Place: Bengaluru

Date: 31 October 2021 Date: 31 October 2021 Date: 31 October 2021
Krishna Chandrasekar Pavithra P
Chief Financial Officer Company Secretary
Place: Bengaluru Place: Bengaluru
Date: 31 October 2021 Date: 31 October 2021

 

447
INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of Spoton Logistics Private Limited

Report on Audit of Special Purpose Interim Consolidated Financial Statements
Opinion

We have audited the accompanying Special Purpose Interim Consolidated Financial Statements of
Spoton Logistics Private Limited (“the Holding Company”) and its subsidiary (the Holding Company
and its subsidiary together referred to as “the Group”) which comprise the Interim Consolidated Balance
Sheet as at December 31, 2021, and the Interim Consolidated Statement of Profit and Loss, including
other comprehensive income, Interim Consolidated Cash Flow Statement and the Interim Consolidated
Statement of Changes in Equity for the nine-month period then ended, and a summary of significant
accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us and
based on the consideration of reports of other auditors on the Special Purpose Interim Consolidated
Financial Statements and on the other financial information of the subsidiary, the accompanying Special
Purpose Interim Consolidated Financial Statements have been prepared, in all material respects, in
accordance with the requirements of Indian Accounting Standard 34 specified under section 133 of the
Companies Act 2013 (“the Act”), read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended.

Basis for Opinion

We conducted our audit of the Special Purpose Interim Consolidated Financial Statements in
accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our
responsibilities under those Standards are further described in the Auditor’s Responsibilities for the
Audit of the Special Purpose Interim Consolidated Financial Statements section of our report. We are
independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Special Purpose Interim Consolidated Financial Statements.

Emphasis of Matter

1. We draw attention to Note 6 to the Special Purpose Interim Consolidated Financial Statements
for the nine-month period ended 31 December 2021 regarding the Scheme of Arrangement
(‘the Scheme’) for amalgamation of Vankatesh Pharma Private Limited (‘the transferor
Company’) and Spoton Logistics Private Limited (‘the Transferee Company’), which has been
described in the aforesaid note. The Scheme has been approved by the NCLT vide its order
dated 27 November 2019 with an appointed date of 30 August 2018 and a certified copy has
been filed by the Company with the Registrar of Companies, Gujarat, on 10 January 2020. We
further draw attention to the fact that in accordance with the Scheme approved by the NCLT,
the Company continues to amortise Goodwill over a period of 5 years in the Special Purpose
Interim Consolidated Financial Statements, which overrides the relevant requirement of Ind AS
103 ‘Business Combinations’ and Ind AS 36 ‘Impairment of assets’ (according to which
acquired Goodwill is not permitted to be amortised and is required to be tested annually for
impairment). The financial impact of the aforesaid treatment has been disclosed in the Note 6
to the Special Purpose Interim Consolidated Financial Statements.

448
Responsibilities of Management for the Special Purpose Interim Consolidated Financial
Statements

The Holding Company’s Board of Directors is responsible for the preparation of these Special Purpose
Interim Consolidated Financial Statements in accordance with the Basis of Preparation paragraph as
detailed in note 2 to the accompanying Special Purpose Interim Consolidated Financial Statements
which state that the financial statements are prepared, in all material respects, in accordance with the
requirements of Indian Accounting Standard 34 specified under section 133 of the Companies Act 2013
(“the Act”), read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This
responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design, implementation and maintenance of
adequate internal financial control that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the Special
Purpose Interim Consolidated Financial Statements that are free from material misstatement, whether
due to fraud or error which have been used for the purpose of preparation of the Special Purpose Interim
Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid.

In preparing the Special Purpose Interim Consolidated Financial Statements, the respective Board of
Directors of the companies included in the Group are responsible for assessing the ability of Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.

Those respective Board of Directors of the companies included in the Group are also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Special Purpose Interim Consolidated Financial
Statements

Our objectives are to obtain reasonable assurance about whether the Special Purpose Interim
Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level
of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these Special Purpose Interim Consolidated Financial
Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

+ Identify and assess the risks of material misstatement of the Special Purpose Interim
Consolidated Financial Statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

+ Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.

+ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

449
estimates and related disclosures made by management.

* Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the ability of the Group to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.

* Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group of which we are the independent auditors, to express an
opinion on the Special Purpose Interim Consolidated Financial Statements. We are responsible
for the direction, supervision and performance of the audit of the financial statements of such
entities included in the Special Purpose Interim Consolidated Financial Statements of which
we are the independent auditors. For the other entities included in the Special Purpose Interim
Consolidated Financial Statements, which have been audited by other auditors, such other
auditors remain responsible for the direction, supervision and performance of the audits carried
out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

Other matters

1. The Special Purpose Interim Consolidated Financial Statements of the Group for the nine-month
period ended December 31, 2020, included in these Special Purpose Interim Consolidated Financial
Statements, have been audited by other auditor who was not the statutory auditor of the company and
who has expressed an unmodified opinion on those statements on March 23, 2022.

2. We did not audit the Special Purpose Interim Financial Statements and other financial information, in
respect of 1 subsidiary, whose Ind AS financial statements include total assets of Rs. 286.64 Millions
as at December 31, 2021, total revenues of Rs. 449.17 Millions and net cash outflows amounting to
Rs. 8.66 Millions for the nine months period then ended. These Special Purpose Interim Financial
Statements and other financial information have been audited by other auditors, which financial
statements, other financial information and auditor’s reports have been furnished to us by the
management. Our opinion, in so far as it relates to the amounts and disclosures of such subsidiaries is
based solely on the reports of other auditors.

450
Other matters - restriction of use

The accompanying Special Purpose Interim Consolidated Financial Statements have been prepared, and
this report thereon issued, solely for preparation of proforma financial information by the Holding
Company in connection with it’s Initial Public Offering. Accordingly, this report should not be used,
referred to or distributed for any other purpose. We have no responsibility to update this report for
events and circumstances occurring after the date of this report.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogesh Midha

Partner

Membership Number: 094941
UDIN : 22094941 AFMRKM8617
Place of Signature: New Delhi
Date: March 24, 2022

451
‘Spoton Logistics Private Limited
Special Purpose Consolidated Interim Balance Sheet as at December 31, 2021
{All amount in INR Millions unless otherwise stated)

 

 

 

  

 

   

 

Particulars Notes ‘Asat ‘Asat
December 31, 2021 Mareh 31, 2021
Assets
Non-current assets
Property, plant and equipment 5 186.99 195.93
Goodwill 6 598.69 807.15
Other intangible assets, 6 59.69 60.10
Right of use assets 32 689.03 924.13
Intangible assets under development 7 20.73 6.67
Financial assets
Other financial assets u 134.54 133.67
Advance income tax (net) 2 264.86 273.85
Other assets B 34.99 20.78
Deferred tax assets (net) 8 311
Total non-current assets 2,020.63, 2228
Current assets
Financial assets
Trade receivables 9 1,399.73 1,720.88
Cash and cash equivalents 10 233.50 237.27
Other financial assets, ul 952.44 569.14
Other assets B 184.09 218.06
Total current assets 2,969.76 2745.35,
Total assets 4.99039) 5,167.63,
Equity and liabilities
Equity
Equity share capital 4 206.41 198.26
1s 64.05 288.31
jutable to shareholders of the Company 270.46 486.57
‘Total equity 270.46 486.57
Liabilities
‘Non-current libil
Financial liabilities
Borrowings 16 29.17 1,059.48,
Lease liabilities 32 446.29 654.78
(Other financial liabilities 18 e 209.85
Provisions 19 78.98 62.12
Deferred tax liabilities (net) 8 33.48
‘Total non-current liabilities Earn 2019.41
Current liabilities
Financial liabilities
Borrowings 16 2220.69 2723
Lease liabilities 32 355.84 312.82
‘Trade payables
Total outstanding dues of micro, small and medium enterprises 7 10.67
Total outstanding dues of creditors other than micro, small and medium enterprises 7 1,270.84
(Other financial liabilities 18 179.23
Other current liabilities 20 102.27
Provisions 19 25.95
‘Total current liabilities 4165.49)
‘Total liabilities 4,719.93,
‘Total equity and liabilities 4,990.39)
‘Summary of Significant accounting policies 23
TThe accompanying notes are an integral part of the Special Purpose Consolidated Interim Financial Statements,
As per our report of even date:
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Spoton Logistics Private Limited
ICAL Firm registration number: 101049W/E300004 UIN : U63090G12011PTC108834
per Yogesh Midha Ajith Pai Mangalore Abhik Mitra Krishna Chandrasekar —Pavithra P
Partner Director Director Chief financial officer Company Secretary
Membership No.: 094941 DIN: 07168138 DIN: 00337465
Place: New Delhi Place: Gurugeam Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: March 24,2022 Date: March 24,2022 Date: March 24,2022 Date: March 24,2022—_—Date: Mareh 24,

 

452
 

Spoton Logistics Private Limited

Special Purpose Consolidated Interim Statement of Profit and Loss for the nine months period ended December 31, 2021

(All amount in INR Millions unless otherwise stated)

 

‘Nine months period ended Nine months period ended

 

 

Particulars Notes
December 31, 2021 December 31, 2020
Tacome
Revenue from operations 21 7875.11 5419.53
Other income 2 11.55 2452
Total income (1)
Expenses
Freight, handling and servicing cost 2B 5,446.88 4,026.78
Employee benefits expense 24 838.93 620.44
Finance costs 25 413.01 20.88,
Depreciation and amortization expense 26 592.06 545.99
Other expenses 7 468.21 9.74
Total expenses (11)
Loss before exceptional items and tax (III: (172.43) (259.78)
Exceptional items (IV) 29 1798
Loss before tax (V=III-IV) (190.41) (259.78)
‘Tax expense, comprising: 8
Current tax 146.95 88.21
Deferred tax 64.69) 124.45)
Total tax expense 82.26 (36.24)
Loss for the period after tax 72.67) 223.54)
Other comprehensive income:
(a) Items that will not be reclassified to profit or loss in subsequent periods:
(i) Re-measurement gains on defined benefit plans. 30 0.40 6.70
Gi) Income tax relating to items that will not be te-classified to profit or loss, (0.10) 234)
Other comprehensive income for the period
‘Total comprehensive loss for the period (272.37) 219.18)
Loss for the period
Attributable to
Equity holders of the parent 272.67) (213.34)
‘Non-controlling interests - (40.20)
Other comprehensive income for the period
Attributable to
Equity holders of the parent 030 436
Non-controlling interests : 7
436
‘Total comprehensive loss for the period
Attributable to:
Equity holders of the parent 272.37) (208.98)
‘Non-controlling interests - (40.20)
Loss per equity share
(not annualised for the nine months period ended December 31, 2021 and December 31, 2020)
= Basic eamings per share (INR) 28 (3.49) 2.17)
= Diluted earnings per share (INR) 28 (3.49) (2.17)
‘Summary of Significant accounting policies 23
‘The accompanying notes are an integral part of the Special Purpose Consolidated Interim Financial Statements
As per our report of even date
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Spoton Logistics Private Limited
ICAI Firm registration number: 101049W/E300004 UIN : U63090GJ201 1PTCLO8834
per Yogesh Midha Ajith Pai Mangalore Abhik Mitra Krishna Chandrasekar ——_-Pavithra P
Partner Director Director Chief financial officer Company Secretary

Membership No.: 094941

Place: New Delhi
Date: March 24,2022

 

 

 

 

   

 

 

DIN: 07168138

Place: Gurugram
Date: March 24,2022

453

DIN: 00337465

Place: Bengaluru
Date: March 24,2022

 

Place: Bengaluru
Date: March 2

 

Place: Bengaluru
Date: March 24,2022
 

Spoton Logistics Private Limited
Special Purpose Consolidated Interim Statement of Cash Flows for the
(All amount in INR Millions unless otherwise stated)

   

ine months period ended December 31, 2021

 

Nine months period ended Nine months period ended

 

 

 

 

 

Particulars
December 31,2021 December 31,2020
(Operating activities
Loss before tax (190.41) (25978)
Adjustments to reconcile loss before tax to net cash flows:
Depreciation of property; plant and equipment 7583 90.02
Amortization of intangible asses (including goodwill) 21719 209.60
Depreciation ofright-oFse asets 209.04 246.37
Allowance for bad and doubtful debs, net 345 25.78
Impairment of goodwill 17.98
Bad debts written off 032 002
Allowance for capital advances 140 -
Share based payment expense 129.63 2093
Rent concession om lease liabilities : (16.93)
‘Loss (Gain) on termination'modifcation of lease 1329 (002)
Interest income on unwinding of discount on security deposits paid nay G59)
Other advances written off 10.90 :
Interest expense 32967 173.30
Interest on lease liabilities 8334 4137
Interest income (0.14) G98)
Operating profit, 98037 9.29
Net change in working capital
Decrease in trade receivables 11737 5783
Increase in other financial assets 8491) (472.85)
Deereasel(Increase) in other assets 6.88 (94.33)
Increase(Decrease) in other liabilities cose (2472)
Increase in financial liabilities 18.05 (016)
Increase in provisions 10.80 lat
Increasel(Decrease) in rade payables (139.40) 44.71
Cash generated from operations 670.00 7.4
Income taxes pad (13796) (2.84)
Net eash generated from operating activities (A) 37430
Investing activit
Purchase of propery, plant & equipment (80.63)
Interest ceived 021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net eash flows used i (30.42)
Financing activities
Proceeds from issue of equity share capital 8.16 21.04
Loan taken from related party 1,626.72
Repayment of NCL liability (refer to note 43) (209.85)
Security premium from issue of equity share capital 78.70 378.26
Repayment of Non convertible Debentures (1216.72) :
Repayment of longterm borrowings (0.82) (62.50)
Repayment of short term borrowings (13993) 734)
Payment of principal portion of lease liabilities (23067) 3247)
Payment of interest portion of lease Habilities (8334) 757)
Employee stock option settlement (16021) 3
Interest paid (109.04) 172.72)
Net eash flow used in financing activities (C) (436.70) (152.60)
Net inerease/(deerease) in cash and cash equivalents (A+B+C) am 14128
(Cash and cash equivalents atthe beginning ofthe period 23727 331
Cash and cash equivalents at end ofthe period (refer note 8) 233.80 254.59
‘Non-cash financing and investing transaction
Acquisition of righ-of-use assets 1999 29149
(Change in iabilities arising from financing activites,
Particulars ‘Opening balance Cash flows Taterest accretion ‘Other Closing balance
‘April 1, 2021 December 31, 2021
Congcerm borrowings 1062.87 Tana 139 : wat
[Short-term borrowings 723.90 1486.79 = = 2210.09
Lease labilties 967.60 iso] wae 20 802.13,
Particulars ‘Opening balance Cash flows Taterest accretion Other ‘Closing balance
‘April 1, 20207 December 31,2020,
Longer borrowings 131635 an = E 1As3.75
[Short-term borrowings 784.68 ora) = = TAT 34
[Lease liabilities ‘e717 (28005)| a5 27398 87924
‘Summary of Significant accounting polices (refer Note 2.3)
‘The accompanying notes are an integral pat of the Special Purpose Consolidated Interim Financial Statements
{As per our report of even date
For S.R. Batliboi & Associates LLP. For and on behalf ofthe Board of Directors of
Chartered Accountants Spoton Logistics Private Limited
ICAI Firm registration number: 101049W/E300004 UIN : U63090G!201 1PTCLO8834
Ajith Pai Mangalore Abhik Mitra Krishna Chandrasekar Pavithra P
per Yogesh Midha Director Director Chief financial officer Company Secretary
Partner DIN; 07168138 DIN: 00337465

Membership No. 094941

Place: New Delhi Place: Gurugram
Date: March 24.2022 Date: March 24.2022

Place: Bengalura
Date: March 24,202

 

' Place: Bengalura
Date: March 24.2022 Date: March 24.2022

 

 

454

 
 

Spoton Logisties Private Limited
Special Purpose Consolidated Interim Statement of Changes in Equi
(All amount in INR Millions unless otherwise stated)

 

1. Equity share capital

Equity Share Capital
Equity shares of INR 10 each issued

 

for the nine months period ended December 31, 2021

Number (NR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At April 1, 2020 1,76,51,645 176.82
‘Add: Issued during the period 21,73,913, 21.74
‘At March 31, 2021 1,98,25,558 198.26
‘Add: Issued during the period 815,536 8.16
At December 31 2021 2.04 206.41
b. Other equity
For the nine months period ended December 31, 2021 and December 31, 2020
Particulars Deemed equity] Securities Premium Retained NCI reserves Employee
contribution from earnings (refer to note 44) | stock option Total
parent entity outstanding
[As at April 1, 2021 - 1329.69 (020.33) (95.03) 73.97 288.30
Loss for the period : : e767) : - ens)
Re-measurement gain on defined benefit obligation s . 030 = 0.30
Total other comprehensive income for the period # : nn) . e enn)
|Add: Premium received during the period on issuance of equity shares Z 78.10 3 = 78.70
|Add: Employee stock option expenses 43.39 : 3 86.24 129.63
|Add: ESOP settlement adjustment : : : : (160.21) (160.21)
|Add: Transfer from NCI reserves* : : 495.03) 195.03 : :
|As at December 31, 2021 B39 1408.39 (387.73) 5 = 64.05
|As at April 1, 2020 : 951.43 (659.16) (188.77) 46.05 149.55
Loss for the period : - 21334) : 21334)
Re-measurement gain on defined benefit obligation “ . 436 * - 4.36
Total other comprehensive income for the period » . (208.98) _ . (208.98)
|Add: Premium received during the period on issuance of equity shares "1 378.26 2 “ _ 378.26
|Add: Employee stock option expenses. = - : < 20.93 2093
|Add: Loss attributable to NCI holders (refer to note 44) - - - 40.20)} - 20.20)}
|As at December 31, 2020 = 1329.69 (868.14) 98.97) 66.98 329.56
‘Summary of Significant accounting policies (refer Note 2.4)
The accompanying notes are an integral part of the Special Purpose Consolidated Interim Financial Statements
[As per our report of even date attached:
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Spoton Logisties Private Limited
ICAL Firm registration number: 101049W/E300004 UIN : U63090G/2011PTC1O8834
per Yogesh Midha Ajith Pai Mangalore Abbik Mitra Krishna Chandrasekar Pavithra P
Partner Director Director Chief financial officer Company Secretary
Membership No.: 094941 DIN: 07168138 DIN: 00337465
Place: New Delhi Place: Gurugram Place: Bengaluru Place: Bengaluru Place: Bengaluru

Date: March 24,2022

Date: March 24,2022

455

Date: March 24,2022 Date: March 24,2022, Date: March 24,2022

 
Spoton Logistics Private Limited

Notes to Special Purpose Consolidated Interim Financial Statements

1. Group overview

2.1

Spoton Logistics Private Limited (“the Holding Company”) was incorporated on November 17, 2011
as Private Limited Company under Companies Act, 1956.

The Holding Company has a subsidiary, namely Spoton Supply Chain Solutions Private Limited
(formerly known as Raag Technologies and Services Private Limited), (“the Subsidiary”) which carries
on the business of transportation of goods and warehouse management services.

The Holding Company and its subsidiary (collectively referred to as “the Group”) is engaged in the
domestic road business i.e., transportation freight through surface transport within the territory of India.
The Group has recently entered Air business i.e., transportation of goods/consignments through Air.
On June 29, 2019 the Holding Company has changed its registered office from Bengaluru, Karnataka
to Ahmedabad, Gujarat.

During the period, a Share Purchase Agreement dated July 29, 2021, as amended by Amendment
Agreement executed on August 19, 2021, was executed amongst the Holding Company, Delhivery
Limited ("Acquirer" or “Issuer Company”) and M/s Samara Alternate Investment Fund, M/s Samara
Capital Partners Fund II Limited, M/s Virginia Tech Foundation Inc., M/s Xponentia Opportunities
Fund-I and Xponentia Fund Partners LLP (collectively referred as “the Sellers"). The Board of
Directors of the Holding Company approved on August 24, 2021 and took on record the transfer of
19,825,558 fully paid-up equity shares of face value Rs. 10 each of the Holding Company, collectively
held by the Sellers, free and clear of all encumbrances of any nature. The effective date of acquisition
is August 24, 2021.

The Special Purpose Consolidated Interim Financial Statements were authorized for issue in accordance
with a resolution of the Holding Company’s Board of Directors on March 23, 2022.

Basis of preparation and principles of consolidation
Basis of preparation

These Special Purpose Consolidated Interim Financial Statements pertaining to the period from 1 April
2021 to 31 December 2021 (“the period”), have been prepared, in all material respects, in accordance
with the requirements of Indian Accounting Standard 34 specified under section 133 of the Companies
Act 2013 (“the Act”), read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

i.Functional and Presentation currency

The Special Purpose Consolidated Interim Financial Statements are presented in Indian Rupees and all
amounts disclosed in the Special Purpose Consolidated Interim Financial Statements and notes have
been rounded off to the nearest million (as per the requirement of Schedule III), unless otherwise stated.

ii.Basis of measurement

The Special Purpose Consolidated Interim Financial Statements have been prepared on the historical
cost basis except for the following items:

456
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Interim Financial Statements

 

Items Measurement basis
Certain financial assets and liabilities Fair value
Net defined benefit (asset)/ liability Fair value of plan assets less present

value of defined benefit obligations
iii. Current versus non-current classification

The Group presents assets and liabilities in the consolidated balance sheet based on current/non-current
classification. An asset is treated as current when it is:

a. Expected to be realized or intended to be sold or consumed in normal operating cycle.

b. Held primarily for the purpose of trading.

c. Expected to be realized within twelve months after the reporting period; or

d. Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

a. It is expected to be settled in normal operating cycle;

b. It is held primarily for the purpose of trading;

c. It is due to be settled within twelve months after the reporting period; or

d. There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realization in
cash and cash equivalents. The Group has identified twelve months as its operating cycle.

Refer Note 33 for Significant accounting judgements, estimates and assumptions.

2.2 These Special Purpose Consolidated Interim Financial Statements contain the comparative financial

information which is mandatorily required by Indian Accounting Standards (‘Ind AS’) 34 ‘Interim
Financial Reporting’. As stated in note 1, the Group has been acquired by the Issuer Company which is
in the process of filing the Initial public offering documents with Securities and Exchange Board of
India (“SEBI”). The Special Purpose Interim Consolidated Financial Statements of the Group have been
prepared for the purpose of preparation of Unaudited Proforma Consolidated Combined Financial
Information by the Issuer Company which will be included in Initial public offering documents pursuant
to the requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements), 2018 as amended. These Special Purpose Interim Consolidated Financial Statements are
not the statutory financial statements of the Group. As a result, these Special Purpose Interim
Consolidated Financial Statements may not be suitable for any purpose other than those stated above.

457
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Interim Financial Statements

2.3 Basis of consolidation

The Special Purpose Consolidated Interim Financial Statements comprise the Special Purpose
Consolidated Interim financial Statements of the Group as at December 31, 2021.

Subsidiary

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:

(i) Power over the investee (i.e., existing rights that give it the current ability to direct the relevant
activities of the investee).

(ii) Exposure, or rights, to variable returns from its involvement with the investee, and

(iii) The ability to use its power over the investee to affect its returns.

The Group re-assesses whether it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the period are
included in the Special Purpose Consolidated Interim Financial Statements from the date the Group
gains control until the date the Group ceases to control the subsidiary.

Consolidation procedures:

(i) Combine like items of assets, liabilities, equity, income, expenses, and cash flows of the Holding
Company with those of its Subsidiary. For this purpose, income, and expenses of the Subsidiary
are based on the amounts of the assets and liabilities recognised in the Special Purpose Consolidated
Interim Financial Statements at the acquisition date.

(ii) Offset (eliminate) the carrying amount of the Holding Company’s investment in the Subsidiary and
the Holding Company’s portion of equity of each subsidiary. Business combinations policy
explains how to account for any related goodwill.

(iii) Eliminate in full intracompany assets and liabilities, equity, income, expenses, and cash flows
relating to transactions between entities of the group [profits or losses resulting from intracompany
transactions that are recognised in assets (if any) are eliminated in full]. Intracompany losses may
indicate an impairment that requires recognition in the Special Purpose Consolidated Interim
Financial Statements. Ind AS12 Income Taxes applies to temporary differences that arise from the
elimination of profits and losses resulting from intracompany transactions.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the Holding Company of the Group and to the non-controlling interests, even if this results
in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the
special purpose financial statements of Subsidiary to bring their accounting policies into line with the
Group’s accounting policies. All intra-company assets and liabilities, equity, income, expenses, and
cash flows relating to transactions between members of the Group are eliminated in full on
consolidation.

A change in the ownership interest of a Subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:

458
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Interim Financial Statements

i. Derecognises the assets (including goodwill) and liabilities of the Subsidiary;

Derecognises the carrying amount of any non-controlling interests;

. Derecognises the cumulative translation differences recorded in equity;

iv. Recognises the fair value of the consideration received;

v. Recognises the fair value of any investment retained;

vi. Recognises any surplus or deficit in profit or loss; and

vii. Reclassifies the Holding Company’s share of components previously recognised in OCI to profit
or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed
of the related assets or liabilities.

 

The Subsidiary considered in the Special Purpose Consolidated Interim Financial Statements is listed
below:

 

Country — of

Name of the Company incorporation

Relationship Percentage of holding

 

December 31, 2021

 

Spoton Supply Chain
Solutions Private Limited
(formerly known as Raag | India Subsidiary 100%
Technologies and Services
Private Limited)

 

 

 

 

 

 

2.4. Summary of significant accounting policies

i. Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded in the functional currency spot rates at the date
the transaction first qualifies for recognition. However, for practical reasons, the Group uses an average
rate if the average approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency spot rates of exchange at the balance sheet date.

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 initial transactions. Non-monetary items measured at fair
value in a foreign currency are translated using the exchange rates at the date when the fair value is
determined. The gain or loss arising on translation of non-monetary items measured at fair value is
treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e.,
translation differences on items whose fair value gain or loss is recognized in OCI or profit or loss are
also recognized in OCI or profit or loss, respectively).

ii. Property, Plant and Equipment (PPE)

a. Recognition and Measurement

Cost of an item of property, plant and equipment comprises its purchase price, including import duties
and nonrefundable purchase taxes, after deducting trade discounts and rebates, any directly attributable

459
Spoton Logistics Private Limited

Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4,

Summary of significant accounting policies (continued)
ii. Property, Plant and Equipment (PPE) (continued)

cost of bringing the item to its working condition for its intended use and estimated costs of dismantling
and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, then they
are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in Consolidated
statement profit or loss.

b. Subsequent expenditure

Subsequent expenditure is capitalized only if it’s probable that the future economic benefits associated
with the expenditure will flow to the Group.

Depreciation

Depreciation on all property plant and equipment are provided on a written-down value method based
on the estimated useful life of the asset, which is as follows:

 

 

 

 

 

Property, plant and equipment Useful lives estimated | Useful lives as per Schedule
by the management I

Buildings 30 years 30 years

Furniture and fittings 5 years 10 years

Office Equipments 5 years 5 years

Electrical Installations and Equipments 10 years 10 years

Computers 3 years 3 years

Plant and Machinery 5 years 10 years

Vehicles 4 years 8 to 10 years

 

Leasehold improvements are amortized over the lease term or useful lives of assets, whichever is less.

The management has estimated the useful lives and residual values of all property, plant and equipment
and adopted useful lives based on management’s technical assessment of their respective economic
useful lives. The residual values, useful lives and methods of depreciation of property, plant and
equipment are reviewed at each financial period end and adjusted prospectively, if appropriate.

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated
impairment loss, if any.

The depreciation method applied to an asset shall be reviewed at least at each financial year-end and,
if there has been a significant change in the expected pattern of consumption of the future economic
benefits embodied in the asset, the method shall be changed to reflect the changed pattern. Such a
change shall be accounted for as a change in an accounting estimate in accordance with Ind AS 8.

Depreciation on the assets purchased during the period is provided on pro-rata basis from the date of
purchase of the assets.

460

 
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Notes to Special Purpose Consolidated Interim Financial Statements

2.
2.4,

Basis of preparation and principles of consolidation (continued)
Summary of significant accounting policies (continued)

An item of property, plant and equipment and any significant part initially recognized is derecognized
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or
loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in the consolidated statement of profit and loss when
the asset is derecognized.

iii. Intangible assets

Intangible assets (mainly includes softwares) acquired separately are measured on initial recognition
at cost. The amortization period and the amortization method for an Intangible asset with a finite useful
life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the asset are considered to
modify the amortization period or method, as appropriate, and are treated as changes in accounting
estimates. The amortization expense on intangible assets with finite lives is recognized in the
consolidated statement of profit and loss unless such expenditure forms part of carrying value of
another asset.

IT Software’s are to be depreciated 5 years as its useful life.

Gains or losses arising from derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognized in the
consolidated statement of profit or loss when the asset is derecognized.

iv. Business Combinations and Goodwill

The acquisition method of accounting is used to account for all business combinations. The
consideration transferred for the acquisition of a Subsidiary comprises the

e fair values of the assets transferred;

e liabilities incurred to the former owners of the acquired business;

¢ equity interests issued by the Group; and

e — fair value of any asset or liability resulting from a contingent consideration arrangement.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are, with limited exceptions (measured initially at their fair values at the acquisition date. The Group
recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis
either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net
identifiable assets. Acquisition-related costs are expensed as incurred.

However, the following assets and liabilities acquired in a business combination are measured at the
basis indicated below:

* Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit

arrangements are recognized and measured in accordance with Ind AS 12 Income Tax and Ind
AS 19 Employee Benefits respectively.

461
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Notes to Special Purpose Consolidated Interim Financial Statements

Basis of preparation and principles of consolidation (continued)
Summary of significant accounting policies (continued)
iv. Business Combinations and Goodwill

The excess of the
e consideration transferred;
¢ amount of any non-controlling interest in the acquired entity, and
e —acquisition-date fair value of any previous equity interest in the acquired entity

over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as goodwill.
If those amounts are less than the fair value of the net identifiable assets of the business acquired, the
difference is recognized in other comprehensive income and accumulated in equity as capital reserve
provided there is clear evidence of the underlying reasons for classifying the business combination as
a bargain purchase. In other cases, the bargain purchase gain is recognized directly in equity as capital
reserve.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the Group’s cash-generating units that are expected to benefit from the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those
units. A cash generating unit to which goodwill has been allocated is tested for impairment annually,
or more frequently when there is an indication that the unit may be impaired.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the Group’s
incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.

Any contingent consideration to be transferred by the acquirer is recognized at fair value at the
acquisition date. Contingent consideration is classified either as equity or a financial liability. Amounts
classified as a financial liability are subsequently remeasured to fair value with changes in fair value
recognized in profit or loss. Contingent consideration that is classified as equity is not re-measured at
subsequent balance sheet dates and subsequent its settlement is accounted for within equity.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any
gains or losses arising from such remeasurement are recognized in profit or loss or other
comprehensive income, as appropriate.

v. Non-controlling interest (Call and Put option)

The NCI equity shareholders have NCI’s right to sell (put option), and the Holding Company also has
the right to purchase (call option) the shares which is subject to certain terms and conditions specified
in the share subscription agreement. The Call Option and Put Option are collectively referred as the
"Options" and met the criteria to be classified as liability in the Special Purpose Consolidated Interim
financial statements. NCI continues to receive an allocation of profit and loss.

462
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2. Basis of preparation and principles of consolidation (continued)

2.4,

Summary of significant accounting policies (continued)

vi. Lease
Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Group recognizes lease liabilities to make lease payments
and right-of-use assets representing the right to use the underlying assets.

i) Right-of-use assets

The Group recognizes 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
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred,
and lease payments made at or before the commencement date less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over the lease term.

ii) Lease liabilities

At the commencement date of the lease, the Group recognizes lease liabilities 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 incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at
the lease commencement date because the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities
is remeasured if there is a modification, a change in the lease term, a change in the lease payments
(e.g., changes to future payments resulting from a change in an index or rate used to determine such
lease payments) or a change in the assessment of an option to purchase the underlying asset.

iii)Short term leases and lease of low value assets

The Group has elected not to recognise right of-use assets and lease liabilities for leases of low value
assets and short-term leases. The Group recognises the lease payments associated with these leases as
an expense on a straight-line basis over the lease term.

463
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Notes to Special Purpose Consolidated Interim Financial Statements

2:

2.4,

Basis of preparation and principles of consolidation (continued)
Summary of significant accounting policies (continued)
vii. Revenue from contracts with customers

Revenue from contracts with customers is recognized when control of the goods or services are
transferred to the customer, at an amount that reflects the consideration to which the Group expects
to be entitled in exchange for those goods or services. The Group has generally concluded that it is
the principal in its revenue arrangements because it typically controls the goods or services before
transferring them to the customer. A 5-step approach is used to recognize revenue as below:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligation in contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Performance obligation

At contract inception, the Group assess the goods and services promised in contracts with customers and
identifies various performance obligations to provide distinct goods and services to the customers. The
Group has determined following distinct goods and services that represent its primary performance
obligation.

The transaction price of goods sold, and services rendered is net of variable consideration on account of
various elements like discounts etc. offered by the Group as part of the contract.

Transportation services

Revenue is recognized for these performance obligations as they are satisfied over the contract term,
which generally represents the transit period including the incomplete trips at the balance sheet date.
The transit period can vary based upon the method of transport, generally a couple days for over the
road, rail, and air transportation. The revenue is recognized net of discounts, credit notes etc. established
at the time of sale.

Other allied services

Revenue from renting of warehouse and end to end services are recognised over time as the customer
simultaneously avails the benefits of these services. Hence, the revenue from such services is recognised
monthly, in accordance with the amount fixed as per the agreements.

The Group collects Goods & Service Tax (GST) GST on behalf of the government and, therefore, it is
not an economic benefit flowing to the Group. Hence, it is excluded from revenue.

Revenue from sale of unclaimed goods are recognised as and when the unclaimed goods are sold as per
the Group's policy.

Contract balances

The policy for Contract balances i.e., contract assets, trade receivables and contract liabilities is as
follows:

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2. Basis of preparation and principles of consolidation (continued)
2.4. Summary of significant accounting policies (continued)
vii. Revenue from contracts with customers (continued)
Contract assets

A contract asset is the right to receive consideration in exchange for services already transferred to the
customer (which consist of unbilled receivable). By transferring services to a customer before the
customer pays consideration or before payment is due, a contract asset is recognised for the earned
consideration that is unconditional.

Trade receivables

A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only
the passage of time is required before payment of the consideration is due). Refer to accounting policies
of financial assets in financial instruments — initial recognition and subsequent measurement.

Contract liabilities

A contract liability is the obligation to deliver services to a customer for which the Group has received
consideration or part thereof (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Group deliver services to the customer, a contract liability is recognised when
the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as
revenue when the Group performs under the contract.

viii. Other income

Dividend
Dividend income is recognized when the Group’s right to receive dividend is established by the balance
sheet date.

Interest
Interest income is recognized when it is probable that the economic benefits will flow to the Group and
amount of income can be measured reliably.

ix.Employee benefits
i. Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed
as the related service is provided. A liability is recognized for the amount expected to be paid, if the
Group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee, and the amount of obligation can be estimated reliably.

ii. Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays specified
contributions to a separate entity and has no obligation to pay any further amounts. The Group makes
specified monthly contributions towards employee Provident Fund and Employee State Insurance
to Government administered provident fund scheme which is a defined contribution plan. The
Group’s contribution is recognized as an expense in the Consolidated Statement of profit and loss
during the period in which the employee renders the related service.

465
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Notes to Special Purpose Consolidated Interim Financial Statements

2.
2.4,

Basis of preparation and principles of consolidation (continued)
Summary of significant accounting policies (continued)

ix.Employee benefits (continued)

iii. Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The
Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by
estimating the amount of future benefit that employees have earned in the current and prior periods,
discounting that amount and deducting the fair value of any plan assets.

Gratuity

The Group’s gratuity benefit scheme are defined benefit plans. The Group’s net obligation in respect
of a defined benefit plan is calculated by estimating the amount of future benefit that employees
have earned in return for their service in the current and prior periods; that benefit is discounted to
determine its present value. Any unrecognized past service costs and the fair value of any plan assets
are deducted.

The calculation of defined benefit obligation is performed annually by a qualified actuary using the
projected unit credit method as at the balance sheet date. When the calculation results in a potential
asset for the Group, the recognized asset is limited to the present value of economic benefits
available in the form of any future refunds from the plan or reductions in future contributions to the
plan (‘the asset ceiling’). To calculate the present value of economic benefits, consideration is given
to any minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the
return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding
interest), are recognized in OCI. The Group determines the net interest expense (income) on the net
defined benefit liability (asset) for the period by applying the discount rate used to measure the
defined benefit obligation at the beginning of the annual period to the then-net defined benefit
liability (asset), considering any changes in the net defined benefit liability (asset) during the period
as a result of contributions and benefit payments. Net interest expense and other expenses related to
defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit
that relates to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment
is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement
of a defined benefit plan when the settlement occurs.

466
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Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4. Summary of significant accounting policies (continued)

ix. Employee benefits (continued)

iv. Other employee benefits

Compensated absences

The employees can carry-forward a portion of the unutilized accumulating compensated absence
and utilize it in future periods or receive cash compensation at retirement or termination of
employment. The Group records an obligation for compensated absences in the period in which the
employee renders the services that increases this entitlement. The Group measures the expected cost
of compensated absence as the additional amount that the Group expects to pay as a result of the
unused entitlement that has accumulated at the balance sheet date. The Group recognizes
accumulated compensated absences based on independent actuary using the projected unit credit
method as at the balance sheet date. The Group recognizes actuarial gains and losses immediately
in the Consolidated statement of profit and loss. The Group, in case of non-accumulating
compensated absences are recognized in the period in which the absences occur.

Share based payment transactions
Equity-Settled transactions

Employees (including senior executives) of the Group receive remuneration in the form of share-
based payments, whereby employees render services as consideration for equity instruments (equity-
settled transactions).

The cost of equity-settled transactions is determined by the fair value at the date when the grant is
made using an appropriate valuation model.

That cost is recognized, together with a corresponding increase in share-based payment reserves in
equity, over the period in which the performance and/or service conditions are fulfilled in employee
benefits expense. The cumulative expense recognized for equity-settled transactions at each balance
sheet date until the vesting date reflects the extent to which the vesting period has expired and the
Group’s best estimate of the number of equity instruments that will ultimately vest. The consolidated
statement of profit and loss expense or credit for a period represents the movement in cumulative
expense recognized as at the beginning and end of that period and is recognized in employee benefits
expense.

Service and non-market performance conditions are not considered when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s
best estimate of the number of equity instruments that will ultimately vest. Market performance
conditions are reflected within the grant date fair value. Any other conditions attached to an award,
but without an associated service requirement, are non-vesting conditions. Non-vesting conditions
are reflected in the fair value of an award and lead to an immediate expensing of an award unless
there are also service and/or performance conditions.

467
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Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)
ix. Employee benefits (continued)
v. Share based payment transactions (continued)
Equity-Settled transactions

No expense is recognized for awards that do not ultimately vest because non-market performance
and/or service conditions have not been met. Where awards include a market or non-vesting
condition, the transactions are treated as vested irrespective of whether the market or non-vesting
condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognized is the
expense had the terms had not been modified if the original terms of the award are met. An additional
expense is recognized for any modification that increases the total fair value of the share-based
payment transaction or is otherwise beneficial to the employee as measured at the date of
modification. Where 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 profit or loss.

x. Taxes
Current tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that
are enacted or substantively enacted at the balance sheet date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or
loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation
to the underlying transaction either in OCI or directly in equity. Management periodically evaluates
positions taken in the tax returns with respect to situations in which applicable tax regulations are
subject to interpretation and establishes provisions where appropriate.

Current tax assets and liabilities are offset only if there is a legally enforceable right to set off the
recognized amounts, and its intended to realize the assets and settle the liabilities on a net basis or
simultaneously.

Minimum Alternative Tax (MAT) credit is recognized as an asset only when and to the extent there is
convincing evidence that the Group will pay normal income tax during the specified period. In the year
in which MAT credit becomes eligible to be recognized, the said asset is created by way of a credit to
the Consolidated Statement of profit and loss and shown as MAT credit entitlement. The Group reviews
the same at each balance sheet date and writes down the carrying amount of the MAT credit entitlement
to the extent there is no longer convincing evidence to the effect that the Group will pay normal Income-
tax during the specified period.

468
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Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)

xi. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable
to equity shareholders and the weighted average number of shares outstanding during the period are
adjusted for the effects of all dilutive potential equity shares.

xii. Provisions and Contingent Liabilities

i) Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The expense relating to a provision is presented in the consolidated statement of profit and loss net of
any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognized as a finance cost.

ii) Contingent Liability

Contingent liability is a possible obligation that arises from past events and the existence of which will
be confirmed only by the occurrence or non-occurrence of one are more uncertain future events not
wholly within the control of the Group, or is a present obligation that arises from past event but is not
recognized because either it is not probable that an outflow of resources embodying economic benefits
will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot
be made. Contingent liabilities are disclosed and not recognized.

. Measurement of fair value

The Group measures financial instruments at fair value at each balance sheet date. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the
presumption that the transaction to sell the asset or transfer the liability takes place either:

a. In the principal market for the asset or liability, or
b. In the absence of a principal market, in the most advantageous market for the asset or liability.

470
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Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)

x. Taxes (continued)
Deferred taxes

Deferred tax is provided using the liability method on temporary differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes at the balance sheet
date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

a. When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss,

b. In respect of taxable temporary differences associated with investments in subsidiary, when the
timing 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 tax assets are recognised for all deductible temporary differences, the carry forward of unused
tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable
that taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised, except:

a. When the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss,

b. In respect of deductible temporary differences associated with investments in subsidiary, deferred
tax assets are recognised only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the temporary
differences can be utilized.

The carrying amount of deferred 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 tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each balance
sheet date and are recognised to the extent that it has become probable that future taxable profits will
allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the balance sheet date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either
in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the
underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity
and the same taxation authority.

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Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)
xiii. Measurement of fair value (continued)

The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their economic
best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and
minimizing the use of unobservable inputs.

Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the Special Purpose
Consolidated Interim Financial Statements are categorized 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:

a. Level 1 - quoted (unadjusted) market prices in active markets for identical assets or liabilities.

b. Level 2 - valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.

c. Level 3 - valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

For assets and liabilities that are recognized in the Special Purpose Consolidated Interim Financial
Statements on a recurring basis, the Group determines whether transfers have occurred between levels
in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the
fair value measurement as a whole) at the end of each reporting period.

External valuers are involved for valuation of significant assets and liabilities. Involvement of external
valuers is decided on the basis of nature of transaction and complexity involved. Selection criteria
include market knowledge, reputation, independence and whether professional standards are
maintained.

At each balance sheet date, the movements in the values of assets and liabilities which are required to
be remeasured or re-assessed as per the Group’s accounting policies are analyzed. For this analysis,
the team verifies the major inputs applied in the latest valuation by agreeing the information in the
valuation computation to contracts and other relevant documents. A change in fair value of assets and
liabilities is also compared with relevant external sources to determine whether the change is
reasonable.

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Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)
xiv.Financial instruments

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

A. Financial assets
(i) Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not
recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition
of the financial asset. Trade receivables are initially measured at transaction price. Purchases or sales
of financial assets that require delivery of assets within a time frame established by regulation or
convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date
that the Group commits to purchase or sell the asset.

(ii) Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in two categories:

1. Financial assets carried at amortised cost; or
2. Financial assets at fair value through profit or loss (FVTPL).

(iii) Financial assets at amortised cost
A ‘financial asset’ is measured at the amortised cost if both the following conditions are met:

a. The asset is held within a business model whose objective is to hold assets for collecting
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 on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using
the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included in finance income in the profit or loss. Financial assets are not reclassified
subsequently to their initial recognition, except if and if in the period the Group changes its business
model for managing financial assets

472
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Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)

xiv. Financial instruments (continued)
A. Financial assets (continued)
(iv) Financial assets at FVTPL

FVTPL is a residual category for financial assets. Any financial assets instrument, which does not
meet the criteria for categorization as at amortized cost or as FVTOCL, is classified as at FVTPL.

Debt instruments included within the FVTPL category are measured at fair value with all changes
recognized in the Consolidated statement of profit and loss.

(v)Derecognition

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 Group’s consolidated balance sheet) when:

i. The rights to receive cash flows from the asset have expired, or

ii.The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation 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 substantially all the risks and
rewards of the asset, or (b) the Group has neither transferred nor retained substantially 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 substantially all of the risks and rewards of
the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset
to the extent of the Group’s continuing 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 obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset and the maximum amount of consideration
that the Group could be required to repay.

(vi) Impairment of financial assets

In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for
measurement and recognition of impairment loss on the following financial assets and credit risk
exposure:

i. Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt
securities, deposits, and bank balance.

ii. Trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115.

473
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4. Summary of significant accounting policies (continued)
xiv. Financial instruments (continued)
A. Financial assets (continued)

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade
receivables. The application of simplified approach does not require the Group to track changes in
credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each balance
sheet date, right from its initial recognition.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).

ECL is the difference between all contractual cash flows that are due to the Group in accordance with
the contract and all the cash flows that the Group expects to receive (i.e., all cash shortfalls),
discounted at the original EIR. When estimating the cash flows, the Group is required to consider:

i. All contractual terms of the financial instrument (including prepayment, extension, call, and similar
options) over the expected life of the financial instrument. However, in rare cases when the expected
life of the financial instrument cannot be estimated reliably, then the Group is required to use the
remaining contractual term of the financial instrument.

ii. Cash flows from the sale of collateral held or other credit enhancements that are integral to
the contractual terms.

As a practical expedient, the Group uses a provision matrix to determine impairment loss allowance
on portfolio of its trade receivables. The provision matrix is based on its historically observed default
rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At
every balance sheet date, the historical observed default rates are updated and changes in the forward-
looking estimates are analysed.

In case any balance is disputed by the customer then it will be reviewed separately for creating the
provision and amount up to 100% of the balance may be provided on the basis of nature of dispute.
Any disputed balance which is considered separately will be excluded from the normal ageing bucket
for making the provision.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/
expense in the consolidated statement of profit and loss. This amount is reflected under the head
‘other expenses’ in the consolidated statement of profit and loss. The consolidated balance sheet
presentation for various financial instruments is described below:

2. Financial assets measured as at amortised cost, contractual revenue receivables: ECL is presented as an
allowance, i.e., as an integral part of the measurement of those assets in the consolidated

474
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Interim Financial Statements

3.

Basis of preparation and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)

xiv. Financial instruments (continued)

i. balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off
criteria, the Group does not reduce impairment allowance from the gross carrying amount.

For assessing increase in credit risk and impairment loss, the Group combines financial instruments
on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is
designed to enable significant increases in credit risk to be identified on a timely basis.

B. Financial liabilities
(i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through
profit or loss, loans and borrowings, payables, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include debenture, trade and other payables, loans and borrowings
including bank overdrafts.

(ii) Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:

i. Financial liabilities at fair value through profit or loss - Financial liabilities at fair value through
profit or loss include financial liabilities held for trading and financial liabilities designated upon initial
recognition as fair value through profit or loss. Financial liabilities are classified as held for trading if
they are incurred for the purpose of repurchasing in the near term. This category also includes
derivative financial instruments entered by the Group that are not designated as hedging instruments
in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified
as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are
designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied.
For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk
are recognized in OCI. These gains/ losses are not subsequently transferred to consolidated statement
of profit or loss. However, the Group may transfer the cumulative gain or loss within equity. All other
changes in fair value of such liability are recognised in the consolidated statement of profit or loss.

ii. Financial liabilities at amortised cost (Loans and borrowings) - After initial recognition, interest-
bearing loans and borrowings are subsequently measured at amortised cost using the EIR method.
Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through
the EIR amortisation process.

475
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)

xiv. Financial instruments (continued)

B. Financial liabilities (continued)

(iv)

xv.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the
consolidated statement of profit and loss. This category generally applies to borrowings.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled
or expires.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated
balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there
is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Impairment of non-financial assets

The Group assesses, at each balance sheet date, whether there is an indication that an asset may be
impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group
estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or
cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount
is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. When the carrying amount of an asset or
CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs of disposal, recent market transactions are
taken into account. If no such transactions can be identified, an appropriate valuation model is used.
These calculations are corroborated by valuation multiples, quoted share prices for publicly traded
companies or other available fair value indicators.

The Group bases its impairment calculation on detailed budgets and forecast calculations, which are
prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These
budgets and forecast calculations generally cover a period of five years. For longer periods, a long-
term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate
cash flow projections beyond periods covered by the most recent budgets/forecasts, the Group
extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent
years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-

476
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Interim Financial Statements

2. Basis of preparation and principles of consolidation (continued)

2.4, Summary of significant accounting policies (continued)

xv. Impairment of non-financial assets (continued)

xvi.

xvii.

xviii.

term average growth rate for the products, industries, or country or countries in which the entity
operates, or for the market in which the asset is used.

Impairment losses are recognized in the consolidated statement of profit and loss.

For assets excluding goodwill, an assessment is made at each balance sheet date to determine whether
there is an indication that previously recognized impairment losses no longer exist or have decreased.
If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously
recognized impairment loss is reversed only if there has been a change in the assumptions used to
determine the asset’s recoverable amount since the last impairment loss was recognized. 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 depreciation, had no impairment loss
been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement
of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated
as a revaluation increase.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period to get ready for its intended use or sale are capitalized 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 the Group incurs in connection with the
borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an
adjustment to the cost of asset.

Cash and cash equivalents

Cash and cash equivalent in the consolidated balance sheet comprise cash at banks and on hand and
short-term deposits with an original maturity of three months or less, which are subject to an
insignificant risk of changes in value.

To the Consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits with an original maturity of three months or less, as defined above, net of outstanding bank
overdrafts (if any) as they are considered an integral part of the Group’s cash management.

Events after the reporting period

Adjusting events are events that provide further evidence of conditions that existed at the end of the
reporting period. The Special Purpose Consolidated Interim financial statements are adjusted for such
events before authorization for issue.

Non-adjusting events are events that are indicative of conditions that arose after the end of the reporting
period. Non-adjusting events after the balance sheet date are not accounted but disclosed.

477
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Interim Financial Statements

xix.

3.

Segment reporting

Segments are identified based on the manner in which the Chief Operating Decision Maker
(‘CODM’) decides about resource allocation and reviews performance. Segment results that are
reported to the CODM include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis

Standards notified but not yet effective

There are no new standards that are notified, but not yet effective, upto the date of issuance of the
Group’s financial statements

4. New and amended standards

ii.

The Group applied for the first-time certain standards and amendments, which are effective for annual
periods beginning on or after April 1, 2021. The Group has not early adopted any other standard or
amendment that has been issued but is not yet effective:

. Interest Rate Benchmark Reform — Phase 2: Amendments to Ind AS 109, Ind AS 107, Ind AS 104
and Ind AS 116

The amendments provide temporary reliefs which address the financial reporting effects when an
interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR).

The amendments include the following practical expedients:

- A practical expedient to require contractual changes, or changes to cash flows that are directly
required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement
in a market rate of interest

- Permit changes required by IBOR reform to be made to hedge designations and hedge
documentation without the hedging relationship being discontinued

- Provide temporary relief to entities from having to meet the separately identifiable requirement
when an RFR instrument is designated as a hedge of a risk component

These amendments had no impact on the financial statements of the Group. The Group intends to use
the practical expedients in future periods if they become applicable.

Conceptual framework for financial reporting under Ind AS issued by ICAI

The Framework is not a Standard and it does not override any specific standard. Therefore, this does
not form part of a set of standards pronounced by the standard-setters. While the Framework is
primarily meant for the standard-setter for formulating the standards, it has relevance to the preparers
in certain situations such as to develop consistent accounting policies for areas that are not covered
by a standard or where there is choice of accounting policy, and to assist all parties to understand and
interpret the Standards.

The amendments made in following standards due to Conceptual Framework for Financial Reporting

under Ind AS includes amendment of the footnote to the definition of an equity instrument in Ind AS
102- Share Based Payments, footnote to be added for definition of liability i.e., definition of liability

478
Spoton Logistics Private Limited
Notes to Special Purpose Consolidated Interim Financial Statements

iii.

iv.

is not revised on account of revision of definition in conceptual framework in case of Ind AS 37 -
Provisions, Contingent Liabilities and Contingent Assets etc.

The MCA has notified the Amendments to Ind AS consequential to Conceptual Framework under
Ind AS vide notification dated June 18, 2021, applicable for annual periods beginning on or after
April 1, 2021. Accordingly, the Conceptual Framework is applicable for preparers for accounting
periods beginning on or after April 01, 2021.

These amendments had no impact on the financial statements of the Group.
Ind AS 116: COVID-19 related rent concessions

MCA issued an amendment to Ind AS 116 Covid-19-Related Rent Concessions beyond June 30, 2021
to update the condition for lessees to apply the relief to a reduction in lease payments originally due
on or before June 30, 2022 from June 30, 2021. The amendment applies to annual reporting periods
beginning on or after April 1, 2021. In case a lessee has not yet approved the financial statements for
issue before the issuance of this amendment, then the same may be applied for annual reporting
periods beginning on or after April 1, 2020.

These amendments had no impact on the financial statements of the Group.
Ind AS 103: Business combination

The amendment states that to qualify for recognition as part of applying the acquisition method, the
identifiable assets acquired, and liabilities assumed must meet the definitions of assets and liabilities
in the Framework for the Preparation and Presentation of Financial Statements in accordance with
Indian Accounting Standards issued by the Institute of Chartered Accountants of India at the
acquisition date. Therefore, the acquirer does not recognize those costs as part of applying the
acquisition method. Instead, the acquirer recognizes those costs in its post-combination financial
statements in accordance with other Ind AS.

These amendments had no impact on the financial statements of the Group.

. Amendment to Ind AS 105, Ind AS 16 and Ind AS 28

The definition of “Recoverable amount” is amended such that the words “the higher of an asset’s fair
value less costs to sell and its value in use” are replaced with “higher of an asset’s fair value less costs
of disposal and its value in use”. The consequential amendments are made in Ind AS 105, Ind AS 16
and Ind AS 28.

These amendments had no impact on the financial statements of the Group.

479
 

Spoton Logistics Private Limited

Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

5. Property, plant and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Leasehold Buildings Furniture & Office Electrical Computers Plant & Motor Total

improvements fittings Equipments _ installations and machinery vehicles

equipments

Gross block
At April 1, 2020* 27.80 2.54 15.72 40.77 12.05 56.77 45.81 2.28 203.74
Additions 26.95 - 9.85 12.80 - 34.89 27.61 0.07 112.17
Disposals = - - : : (0.04) - - (0.04)
At March 31, 2021 54.75 254 25.57 53.57 12.05, 91.62 TRAD 235 315.87
‘Additions 13.87 - 3.70 15.97 P 28.85 447 031 67.17
Reclassification during the period 2.54 (2.54) - - - - - s a
Disposals : : : : : : : (0.67) (0.67)
At December 31, 2021 71.16 = 29.27 69.54 12.05, 120.47 7789 1.99 382.37
Accumulated depreciation
At April 1, 2020" - - - - - - - : :
Charge for the year 10.11 0.93 8.65 13.99 12.05 42.35 30.37 1.33 119.98
Disposals : : : : : (0.04) - : (0.04)
At Mareh 31, 2021 10.11 0.93 8.65 12.05, 42.51 30.37 133 119.94
Charge for the period (refer note 26) 13.26 = 3.61 > 26.92 14.54 0.22 75.83
Reclassification during the period 0.93 (0.93) - - - - - = :
Disp: - - : : : - : (0.39) (0.39)
At December 31, 2021 24.30 = 14.26 29.27 12.05, O48 4491 116 195.38
Net block
At Mareh 31, 2021 44.64 161 16.92 39.58 - 49.11 43.05 1.02 195.93
At December 31, 2021 46.86 - 15.01 40.27 - 51.04 32.98 0.83 186.99

The title deed of immovable properties included in property, plant and equipment are held in the name of the Company and are pledged as

* On transition to Ind AS (i.e. 1 April 2020), the group has elected to continue with the carrying value of all Property, plant and equipment measured as per the previo

cost of Property, plant and equipment.

 

480

  

 

ecurity against the borrowings taken by the Group.

GAAP and use that carrying value as the deemed
 

Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

6. Intangible assets and Goodwill

 

 

 

 

 

 

Particulars Computer Software Goodwill Total

Gross block

At April 1, 2020%* 57.61 1,059.96 1,117.87
Additions 6.30 - 6.30
Transferred from intangible assets under development 10.36 : 10.36
At Mareh 31, 2021 4.27 1,059.96 1,134.23
Additions 26.30 = 26.30
At December 31, 2021 100.57 1,059.96 1,160.53

 

 

Accumulated amortisation
At April 1, 2020** = * 7

 

 

 

 

 

 

Charge for the year 14.17 252.81 266.98
At March 31, 2021 14.17 252.81 266.98
Charge for the period (refer note 26) 26.71 190.48 217.19
Impairment for the period (refer note 29) : 17.98 17.98
At December 31, 2021 40.88 461.27 502.15
Net block

At March 31, 2021 60.10 807.15 867.25
At December 31, 2021 59.69 598.69 658.38

ion to Ind AS (i.e. 1 April 2020), the group has elected to continue with the carrying value of all intangible assets measured as per the previous
that carrying value as the deemed cost of intangible assets.

  

The carrying amount of goodwill has been allocated as follows:~

 

 

 

 

 

Asat Asat
December 31, 2021 March 31, 2021

[Goodwill on Business combination # 419.74 628.20

Goodwill -Spoton Supply chain Logistics Private Limited 178.95 178.95

598.69 807.15

 

 

 

 

* The Group performs test for goodwill impairment at least annually on March 31, or if indicators of impairment arise, such as the effects of obsolescence,
demand, competition and other economic factors or on occurrence of an event or change in circumstances that would more likely than not reduce the fair value
below its carrying amount. When determining the fair value, we utilize . ineluding operating results, business plans and projections of future
cash flows. Any adverse changes in key assumptions about our businesses and their prospects or an adverse change in market conditions may cause a change in
the estimation of fair value and could result in an impairment charge.

   

rious assumption

 

 

‘The recoverable amounts of CGUs are based on value-in-use, which are determined based on five year business plans that have been approved by management
for internal purposes. The said planning horizon reflects the assumptions for short-to-mid term market developments. Considering this and the consistent use of
such robust five-year information for management reporting purposes, the company uses five-year plans for the purpose of impairment testing. Management
believes that this planning horizon reflects the assumptions for the expected performance in the markets in which the Group operates.

 

    

 

 

Management has done impairment analysis as on December 31, 2021 and accordingly recognised an impairment loss amounting to INR 17.98 millions.

481
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

Assumptions considered while performing goodwill impairment testing are as follows:
EBITDA The EBITDA margins have been estimated based on past experience after considering the impact of
incremental revenue and synergies benefits that the company will get in future due to increase in proces
efficiencies. Margins will be positively impacted from the efficiencies, growth in top line and cost
rationalisation / others initiatives driven by the company;

 

 

 

 

Discount rate Discount rate reflects the current market assessment of the risks specific to a CGU based on the weighted
average cost of capital for respective CGU.

 

Growth rates The growth rates used are in line with the long-term average growth rates of the respective industry and
country in which the entity operates and are consistent with the internal/ external sources of information.

The average terminal growth rate used in extrapolating cash flows beyond the planning period is 5%,

 

 

(Capital expenditures The cash flow forecasts of capital expenditure are based on experience afler considering the additional
capital expenditure required to meet the business growth.

 

 

 

# Spoton Logistics Private Limited has amalgamated with Venkatesh Pharma Private Limited under the scheme of arrangement approved by National Company
Law Tribunal (NCLT) on November 27, 2019 under the provisions of the Companies Act, 2013. Accordingly, the Scheme was accounted for in accordance with
erstwhile applicable Accounting Standard 14 “Accounting for Amalgamations",

Goodwill arising from Business combination has been amortised over a period of five year in accordance with method as prescribed under NCLT scheme, which
overrides the relevant requirement of Ind AS 103 ‘Business Combinations’ and Ind AS 36 ‘Impairment of assets’ (according to which acquired Goodwill is not
permitted to be amortised and is required to be tested annually for impairment).

 

   

 

Intangible Asset under Development (IAUD)

 

 

Particulars Intangible assets under
development
‘At April 1, 2020 791
Additions 9.12
Transferred to intangible assets (10.36)
At Mareh 31, 2021 6.67
Additions 14.06
At December 31, 2021 2

 

 

482
Spoton Logistics Private Limited

Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021

(All amount in INR Millions unless otherwise stated)
8. Deferred tax

Amount recognised in Special Purpose Consolidated Interim Statement of profit and loss (A):

 

 

Nine months period ended Nine months period ended

 

 

December 31, 2021 December 31, 2020
‘Current income tax:

Current tax 146.95 88.21
Deferred tax:

Relating to origination and reversal of temporary differences (64.69) (124.45)
Income tax expense reported in Special Purpose Consolidated Interim Statement of Profit and Loss $2.26 (36.24)

Income tax recognised in Other Comprehensive Income (B ) :
Deferred tax relating to items in Other Comprehensive Income in the period:

 

 

Nine months period ended

Nine months period ended

 

December 31, 2021 December 31, 2020
Deferred tax income on defined benefit plans 0.10) 4)
(0.10) (234)

Reconciliation of effective tax rate (C):

 

 

Nine months period ended Nine months period ended

 

 

December 31, 2021 December 31, 2020
Accounting loss before income tax (19039) (259.78)
At India's statutory income tax rate of 25.168% * (December 31, 2020 : 34.944%) (47.92) (90.78)
Non-deductible expenses for tax purposes:

Effect of change in tax rate (10.52) “i
MAT credit - 10.84
Effect of permanent differences 160.90 35.93
Other

Total

Income tax expense as per Special Purpose Consolidated Interim statement of profit and loss

* wef April 01, 2021 the Group elected to exercise the option permitted under

 

 

82.26 (36.24)

-etion 11SBAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment)

Ordinance, 2019 i.e. the lower tax rate regime and accordingly, the Group has recognised the tax expense at the rate of 25.168% for the period and re-measured its deferred tax

liability

483
Spoton Logisties Private Limited

 

Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021

(All amount in INR Millions unless otherwise stated)
8. Deferred tax
Recognised deferred tax assets and liabilities ( D ):

Deferred tax relates to the following items:

 

 

 

 

 

 

 

 

 

 

Speieal Purpose Consolidated Interim Recognised in OCI ‘Recognised in Special Purpose Consolidated Interim
Balance sheet Statement of Profit and Loss
Particulars
Asat As at Nine months period ended Nine months period ended | Nine months period ended Nine months period ended
December 31, 2021 March 31, 2021 December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020
Deferred tax asset arising on account of :
Effect of gratuity, compensated absences and bonus 35.77 32.64 (0.10) 234) 323 asp)
Effect of provision for doubtful debts 36.31 48.75 . * (12.44) 9.75
Effect of rent equilisation reserve 0.10 - : : 0.10 (0.00)
[Effect of depreciation on property, plant and equipment 25.02 22.76 : : 2.26 (18.09)
Effect of interest on borrowings (0.00) 25.44 : : (25.48)
[Effect of interest on leases 4058 2781 2 2 277 07)
[Effect of MAT credit : : 2 2 . ‘
Effect of employee stock option plan (0.39) 2531 : : (25.70) 731
[Effect of discounting of security deposit (0.63) 3.33 : : 6.96) 2.86
Deferred tax liabilities arising on account of :
Effect of Goodwill (105.64) 219.52) : : 113.88 125.49
haz (3.48) (10) 239 70 aa

 

Reflected in the Special Purpose Consolidated Interim Balance Sheet as follows:

Deferred tax assets
Deferred tax liabilities

Deferred tax assets/ (liabilities) (net)

Reconciliation of deferred tax assets/ (abi

 

Opening balance
Tax income during the year recognised in profit or loss
Tax expense during the year recognised in OC

Closing balance of deferred tax assets! (liabilities) (net)

    

December 31, 2021 312021
136.75 186.04

(105.64) 219.52)

a Ga)

 

Nine months period
ended
December 31, 2021

For the year ended
Mareh 31, 2021

33.48) (186.67)
64.70 156.58
(0.10) 39

 

The Group offets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority,

484

 
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

9. Trade receivables

 

 

 

 

   

Particulars ‘As at ‘As at
December 31, 2021 March 31, 2021
Trade receivables 1,599.73 1,720.88
Total trade receivables 1,599.73 1,720.88,
Break-up for above:
‘As at ‘As at
December 31, 2021 March 31, 2021
‘Trade receivables
Unsecured — considered good 1,599.73 1,720.88
Trade receivables — credit impaired 14434 140.88
1,744.07 1,861.76
Impairment Allowance (allowance for bad and doubtful debts)
Trade receivables — credit impaired (144.34) (140.88)
(144.34) (140.88)
Total Trade receivables 1,599.73 1,720.88

The allowance for doubtful accounts as of December 31, 2021, and March 31, 2021 and changes in the allowance for doubtful accounts during the year/ period ended as
of that date were as follows:

 

 

Particulars As at As at
December 31, 2021 March 31, 2021
Opening balance 140.88 76.53
Add: Allowance for bad and doubtful debts, net 3.46, 64.35
Closing balance 144.34 140.88

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.

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.

485
Spoton Logistics Private Limited
Notes to the Spe
(All amount in INR Millions unless otherwise stated)

 

94a) Trade receivables Schedule*

1 Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

As at December 31, 2021
‘Outstanding for following periods from due date of payment
Particulars Not due Lessthan 6 Gmonths—1 More than 3 Total
1-2 years 2.3 years
Months year ? 3 years
Undisputed Trade Receivables — considered good 735.23 saa 2033 5 - 5 1599.73
Undisputed Trade Receivables ~ which have significant
increase in credit risk ig -
Undisputed Trade receivable ~ credit impaired 37.84 1.40 5.00 0.50 0.20 44.94
Disputed Trade receivables - considered good : - - - - -
Disputed Trade receivables ~ which have significant increase in
credit risk - - . .
Disputed Trade receivables ~ credit impaired - 5.00 23.00 3630 23.40 11.70 99.40
Total 735.23, 387.01 4473 ETET) 23.90 11.90 1,744.07,
As at March 31, 2021
‘Outstanding for following periods from due date of payment
Not due Less than 6 More than 3 Total
Months fee 28 yes years

Undisputed Trade Receivables ~ considered good 1,053.30 667.58 : : : : 1,720.88
Undisputed Trade Receivables ~ which have significant
increase in credit risk . . . . .
Undisputed Trade receivable ~ credit impaired 3058 28.18 335 2 2 dL
Disputed Trade receivables - considered good . a zs 2 2
Disputed Trade receivables ~ which have significant increase in
credit risk . . . .
Disputed Trade receivables ~ credit impaired - 741 933 41.67 2022 oa. 18.71
Total 1,053.30 705.57 37.51 45.02, 20.22 O14 1861.76

 

Ageing has been calculated from the date of transaction where no due date of payment is specified,

486
Spoton Logisties Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

10, Cash and cash equivalents

 

 

 

Particulars As at ‘Asat
December 31, 2021 ‘March 31, 2021
Balances with banks
In current accounts 232.26 23648
Cash on hand 079
23.50 a7

11, Other financial assets
Particulars Asat eat
December 31, 2021 Mareh 31, 2021

 

Non-current
Unsecured, considered good

 

 

Security deposits 13346
Margin money deposits* 021
Total non-eurrent financial assets 133.67
Cure

Unsecured, considered good

Unbilled receivables # 796.51 476.56
Interest accrued on fixed deposits 0.26 040
Security deposits 121.16 78.94
Margin money deposits* 6.02 637
Other receivables** 28.49 637
‘Total current financial assets 952.44

 

‘Refers to marg

 

money deposits against bank guarantee issued by banks, which are lien marked with various government authorities and other parties.
‘**Represents the amount receivable from the ultimate holding Company ie. Delhivery Limited (formerely known as Delhivery Private Limited),

Consists of contract assets, that primarily relate to the Group's rights to consideration for work completed but not billed atthe reporting date, The contract assets are
transfered tothe receivables when the rights become unconditional

12, Advance income tax (net)

 

 

Particulars As at ‘Asat
December 31, 2021 March 31, 2021
Advance tax, net of provision 264.86 273.85
264.86 273.85

13, Other assets

 

 

Particulars vat eat
December 31, 2021 ‘Mareh 31, 2021

Non-Current

Capital advances 42

Less: Allowance for capital advances (140)

Capital advances (net) 332

Prepaid expenses 03

Balance with gover

 

went authorities" 30.94

  

 

Total non-current 9
Cure

Advances to suppliers 12.28 28.14
Advances to employees 353 184
Prepaid expenses 168.28 164.57
Balance with government authorities : 23.51
Total current 154.09 218.06

* Includes INR 30.94 millions (March 31, 2021: INR 14.30 millions) deposited under protest with service tax department. For more details refer note 40.

487
Spoton Logistics Private Limited
‘Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

 

 

 

 

 

 

 

 

14, Share Capital

Authorised Share Capital

Particulars Asai ‘Asat

December 31,2021 ___Mareh 31, 2021

188,000,000 (March 31, 2021: 188,000,000) equity shares of INR 10 each 1,880.00 1,880.00
1,880.00 1,880.00

Issued, subscribed and fully paid-up equity shares

20,641,094 (March 31, 2021: 19,825,553) equity shares of INR 10 each, fully paid-up 206.41 198.26

   

206.41
‘Terms and rights attached to the equity shares

‘The Holding Company has only one class of shares referred to as equity shares having par value of INR 10. All equity shares carry similar voting rights of 1:1 and similar dividend rights. In
the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive any of the remaining assets ofthe Holding Company after distribution ofall
preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

‘The Holding 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 except interim dividend where approval of the Board of Directors is considered sufficient.

Reconciliation of shares outstanding at the beginning and end of the reporting year/period

 

 

    

[Particulars ‘Number Asat ‘Number As at
of shares. December 31, 2021 of shares Mareh 31, 2021
‘Acthe beginning of the yearfperiod 198. 198.26 T7651,645 176.52
‘Number of shares issued during the year/period*™ 8.15 21,73.913, 2174
‘Number and value of shares outstanding at the end of the year/period 2,06,41,094 206.41 1,98.25.558 198.26

 

 

* Pursuant to the provisions of Section 62 (1)(a) of the Companies Act, 2013, during the period, the Company has issued 815,536 (March 31,2021 : 2,173,913) equity shares of the face
value INR 10 fully paid up, at the premium of INR 96.50 (March 31, 2021: 174) each in proportion of the existing shareholding. The shares were issued to promoters ie. ESOPs has been
converted to equity which has been subsequently sold by them to Delhivery in September 2021

488
 

Spoton Logistics Private Limited
‘Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

M

 

‘are Capital (continued)

List of persons holding more than 5% shares in the Company and
shares held by the Holding Company of Spoton Logistics Private

 

 

 

 

 

Particulars Asat Asat
December 31, 2021 Mareh 31, 2021

Name of the shareholders No. of shares holding No. of shares

Dethivery Limited 2,06,41,094 100.00% ‘

‘Samara Altemate Investment Fund - 0.00% 82,02.207

Samara Capital Partners Fund Il Limited - 0.00% 60,64,223,

Xponentia Opportunities Fund 1 - 0.00% 34,85,874

Xponentia Fund Partners LLP : 0.00% 1470515

 

shareholding of promoters are disclosed as belo

 

 

   

 

 

[Shares held by Promoter at the end of the period December 31, 2021 wreh 31, 2021 ge during the
Promoter Name No. ofshares | %oftotal shares | No.of shares % of total shares
[Dethivery Limited 2,06,41,094 [100% _ 0.00% To0%s]

 

 

 

 

 

 

 

‘There was no equity shares issued as bonus, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date

Refer note 31 for terms and disclosute in relation to employee stock option plan.

489
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financ
(All amount in INR Millions unless otherwise stated)

 

Statements forthe nine months period ended December 31,2021

 

 

 

15. other equit
Particulars eat Tat

December 31,2021 ‘March 31,2021
‘ccurites Premiom
Balance at the beginning of the year! period 132069 9sta3
|Add: Premium received during the year! peried on isuance of equity shares 78.70 37826

Balance at the end of the yea! perc

 

0839 320.69

Retained earnings

Balance at the beginning of the year! period (020.3) (659.16)
Ad: Loss for the year peviod (7267) (267.48)
Ad: Remeasurement guns on defined benefit obligation 030 oat
Ad: Transtr from NCI reserves* (195.03)

1,387.73) Pas

 

Balance at the end of the yea! perc

 

Employee stock option oustanding account

Balance at the beginning of the year! period not 46.05
Ad: Employee stock option expenses during the yea pesiod 8624 2793
Less: Employee stock option setled during the year’ period 16021) :
Balance a the end ofthe year! period 5 Tom

Deemed equity contribution from parent entity
Balance atthe beginning of the yer! period - .

 

 

 

Ad: Employee stock option expenses durin the period 4330
Balance at the end of the yea! perc 89 =
NCI reserves"

Balance atthe beginning of the year! period 195.03) as8.77)
Adi: Change in NCI put liability : (620)
Less: Transfert retained earnings 195.08 E
Balance atthe end of the yea! perc zi asa,
“Total Reserve and Surplus 64.05 281
* Refer noe 44

Nature and purpose of Reserves

Securities premium
Sceurtes premium reserve is used to record the premium on issue of shares. The reserve canbe utilised only fr limited purposes such as issuance of bonus shares in
accordance with the provisions ofthe Companies Act, 2013,

Employee stock option oustanding account
‘The Group has two share option schemes under which options to subscribe for the Group's shares have en granted to certain executives an senior employees.

‘The share-basod payment reserve is used to recognise the value of equtysetedshare-basd payments provided to employes, including key management personnel, 3¢
part of their remuneration, Post acquistion ofthe Group by Delivery the existing stock option has besa sted and the new options have been granted by Delivery
(the acquirer") Refer to Note 30 for farther details ofthese plans.

Deemed equity contribution from parent entity
Post acqustion ofthe Group by Dehivery, the new options have been granted by Delivery (the acquires") othe employees of Spoton. Refer to Note 31 for further
tails of hese plans,

Retained earnings
Retained earnings are the profits\(oss tha the Group has earmeW/ncurred til at, less any transfers to general reserve, dividends or other dsebutions paid
shareholders. Retained earnings inchues re-measurement loss (gun) on defined Benefit plans, nct of takes that will not be reclassifid o the statement of profit and
Joss. Retained earnings i fee eserve available othe Group and eligible fo distribution to sharcholders, in case where itis havin postive balance representing net
earnings tl dae

490
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

 

16. Borrowings

 

Particulars ‘As at ‘Asat
December 31, 2021 March 31, 2021

 

Long term borrowings
Non convertible Debentures (refer note i below) - 1,022.81
‘Term loan from:
- Financial institutions :
~ Banks (refer note ii below) 39.17 40.00

Less: Current maturities of long-term debt 410.00) (3.33)
‘Total long term borrowings 29.17 1,059.48

Short term borrowings
‘Term loan from:

 

- Banks (refer note ii below) 88.66 88.66
Loan repayable on demand from related parties (refer note iv below)
- Loan from Delhivery Limited 1,626.72 =
Loan repayable on demand from banks (refer note iii below)
~ Cash credit 2.48 25.24
- Working capital loans 492.83 610.00
2,210.69 723.90
Add: Current maturities of long-term debt (refer above) 10.00 3.33
2,220.69 2723
Notes:

(i) Terms of repayment of Senior, Secured, Unrated, Unlisted, Non-Convertible Debentures ("NCDs") along with rate of interest on loan and nature of security

‘The Company issued,subscribed and allotted Nil (previous year: 950) 13% non-convertible debentures of INR 1,000,000 each on a private placement basis. The NCDs.
redemption is on quaterly basis after the principal moratorium period of 30 moths from the date of first disbursement. The repayment schedule covers Ist year: 0%, 2nd year: 0%,
3rd year: 10%, 4th year: 30%, Sth year: 40% and 6th year: 20%. The coupon rate is 13% p.a compounded monthly payable quarterly.

The facility is secured by:

a) 97% share pledge of the Issuer.

b) Non-Disposal Undertaking over 3% of the Issuer shares held by Virginia Tech Foundation along with a suitable Drag Along Rights,

) Non Disposal Undertaking over 31% shares of the Issuer along with suitable Drag Along Rights to the Investor as Interim Security until the creation of pledge over these
shares.

) Non-Disposal Undertaking ("NDU") on Issuer's entire shareholding at all points of time during this transaction Tenor (65% currently) in Spoton Supply Chain Solutions Private
Limited (formerly known as Raag Technologies and Services Private Limited)

©) First pari-passu charge on tangible fixed assets (present and future) of the Issuer.

4) Second charge on the current assets (present and future) of the
2) Charge on the Debt Service Reserve Account ("DSRA")

 

Post acquisition of the group by Delhivery i.e. August 23, 2021, the Group has repaid the outstanding balance along with interest tll original maturity period of January, 2023 and
make whole amount as per below-

 

 

 

 

 

 

Particulars [Amount

Principal repayment 950.00
Interest tll original maturity period 180.52
[Make whole amount 86.20)
[Total Amount paid 1216.72

 

 

 

(ii) Terms of repayment of secured loan from banks along with rate of interest on loan and nature of security

1) HDFC Bank:

Working Capital term loan amounts to INR 88.66 million (March 31, 2021: 88.66) was sanctioned to the Holding Company, pursuant to the "Emergency Credit line Guranteed
Scheme" (ECLGS) of Government of India. The loan is to be repaid in 48 equal monthly installment of INR 1.85 million each after moratorium period of 12 months from the date
of disbursement. The repayment of loan will begin from March 07, 2022. The interest rate of 7.5% p.a (1 year MCLR + 0.25% subject to maximum of 9.25% p.a) is payable on a
monthly basis from the date of disbursement. This facility is covered by 100% guarantee from NCGTC (National Credit Guarantee Trustee Company Limited, Ministry of
Finance, Government of India) and also secured by the extension of second ranking charge over existing primary and collateral securities including mortgages created in favour of
the Bank.

‘The entire loan amount has been classified under current borrowings as at December 31, 2021 and March 31, 2021 due to non-compliance of the bank covenants.

    

 

‘The financial covenants relating to Total liabilities/ Total net worth and Interest coverage ratio have not been complied with for interim period ended on December 31, 2021
However in view of the ongoing relationship with the lending banks, the management believes that this non-compliance will not result in levy of penalty on the Company. Basis,
the breach of covenant which has not been cured before the Special Purpose Consolidated Interim Financial Statements have been approved, the working capital term loan from.
HDFC bank has been classified as current borrowings.

2) Axis Bank:

‘Term loan amounting to INR 29.17 million (March 31, 2021: INR 36.67 million) disclosed under non current borrowings and current maturity amounting to INR 10 million
(March 31, 2021: INR 3.33 million) disclosed under current borrowings. Pursuant to "Emergency Credit line Guranteed Scheme" (ECLGS) of Government of India, the bank
sanctioned working capital term loan to the Company.The loan was to be repaid in 47 equal mothly installment of INR 0.83 million each after moratorium period of 12 months
from the date of disbursement and the last installment is INR 0.83 million. The repayment of loan has begun from 31 December 2021. The interest rate of 7.5% p.a (1 year MCLR
+0.05%) payable on monthly basis from the date of disbursement. This facility is covered by 100% guarantee from NCGTC (National Credit Guarantee Trustee Company
Limited, Ministry of Finance, Government of India). Also secured second pari-passu charge on entire current assets and entire movable fixed assets of the Holding Company, both
present and future

491
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

 

16. Borrowings(Continued)
(ii) Terms of secured short term borrowings from banks:
Cash credit and Working capital demand loans carry interest ranging between 7.60% to 9.65% per annum computed on a monthly basis on the actual amount utilised, and are

 

Short term borrowings from banks are secured by:
- Charge on present and future current assets and movable fixed assets of the Subsidiary.
- Letter of comfort by the Holding Company.

 

(iv) Loan from related parties
‘The Group has borrowed unsecured funds from Delhivery Limited carry interest ranging between 8.75% to 10% per annum and are repayable on demand.

17. Trade payables

 

 

 

Particulars “As at Asat
December 31, 2021 Mareh 31, 2021

Total outstanding dues of micro, small and medium enterprises (refer note 37) 10.67 16.03,

Total outstanding dues of creditors other than micro, small and medium enterprise 1,270.84 1,404.86,

1,420.89

 

 

‘Trade payables are non-interest bearing and are normally settled on 0-60 days terms.

492
Spoton Logistics Private Limited

Notes to the Special Purpose Consolidated Interim
(All amount in INR Millions unless otherwise stated)

 

17. (a) Trade payables Ageing Schedule

As at December 31, 2021

 

nancial Statements for the nine months pei

 

ended December 31, 2021

Outstanding for following periods from due date of payment

 

‘More than 3

 

 

 

 

 

 

 

 

Particulars Billed not due Unbilled Less than 1 year‘ I-2years. 2-3 years, cs Total
Total outstanding dues of micro, small and medium = ie = we
enterprises
Total outstanding dues of creditors other than micro, 6159 34.84 453.86 18.56 6.64 535 1270.84
small and medium enterprises
Disputed dues of micro, small and medium enterprises Z Z : Z z 3
Disputed dues of creditors other than micro, small and
medium enterprises ° - - - ° .
C488 T2484 459.55 20.25 664 335 128151
As at March 31, 2021
‘Outstanding for following periods from due date of payment
Particulars Billed not due Unbilled Less than I year ‘1-2 years 2-3 years a 2 ‘Total
Toial oustanding dues of micro, small and medium 7 ee 7 7 7 a
enterprises
Total outstanding dues of creditors other than micro, _— x02 127781 W392 S08 0 sa0i'ee
small and medium enterprises
Disputed dues of micro, small and medium enterprises = ss e 2 s
Disputed dues of creditors other than micro, small and
medium enterprises : : 7 7 - :
42.93 63.92 1,293.94 13.32 3.08 1.70 7420.89

 

493
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

 

 

18. Other financial liabilities

 

 

Particulars ‘As at “As at
December 31, 2021 March 31, 2021

Non- Current

NCI liability* 209.55

Total = 209.

 

 

Current
Capital creditors 18.00 10.73
Interest accrued but not due on borrowings 49.41 22.69
Security deposits 16.05 16.51
Payable to employees 95.77 76.94

179.23 126.87

 

* Refer note 44

19. Provision for employee benefits
Particulars ‘As at ‘Asat
December 31, 2021 March 31, 2021

Non-current

    

 

 

Provisions for gratuity
Current
Provisions for gratuity 14.25
Provisions for compensated absences 18.16
32.41
20. Other current liabilities
Particulars AS at ‘As at
December 31, 2021 March 31, 2021

Statutory dues 102.27 41.43

102.27 41.43

494
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

21. Revenue from operations

 

Particulars ‘Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020

 

 

Revenue from contract
Sale of services

‘customers

Revenue from part truck load services 7,480.11 5,269.89
148.62
5418.51

Revenue from warehouse management services

Other Operating Revenue
Revenue from sale of unclaimed items

  

 

 

 

 

 

7575.11
In the following table, revenue from contract with customers disaggregated by primary geographical market :
(i) Revenue from contract with customers
Particulars Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020
~ India 3AI851
‘Total revenue from operations 5,418.51
(ii) Disaggregation by timing of revenue recognition
Particulars Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020
Services rendered over time 7,480.11 3,269.89
Services rendered point in time 87.75 148.62
Total 7567.86 5,418.51,

 

(ii) Contract balances
The following table provides information about trade receivables and contract assets from customers

 

 

Particulars ‘As at “As at

December 31, 2021 March 31, 2021
Trade Receivables (Unconditional right to consideration) 1,599.73 1,720.88
Unbilled receivables 796.51 476.56

(iv) Changes in unbilled receivables are as follows:

 

 

 

Particulars Period ended Year ended
December 31, 2021 March 31, 2021
‘Opening balance 476.56 206.61
Add: Created during the year/ period 1,299.66 453.20
Less: Billed during the year! period (979.71) (183.25)
‘Closing balance 796.51 T7656

 

 

22, Other income

 

 

 

Particulars ine months period ended __ Nine months period ended
December 31, 2021 December 31, 2020

Interest income on
- Fixed deposit 0.14 3.98
Other non operating income
Rent concession on lease liabilities - 16.93
Unwinding of discount on security deposits 11.12 3.59
Miscellaneous income 0.29

Gain on termination/modification of lease -

   

495
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

 

23, Freight, handling and servicing cost

 

 

Particulars Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020
Linehaul charges 3,529.93 2,577.03
Pick-up and delivery charges 1,389.98 1,037.12
Vehicle rental expense 56.41 50.67
Packing materials and consumables 39.58 26.27
Sub-contractor costs 67.12 36.31
Manpower and conveyance charges 348.70 289.17
Warehouse rental charges 15.16 10.23
5446.88 5026.80

 

24, Employee benefits expense

 

 

Particulars Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020
Salaries, wages and allowances 609.25, 313.52
Gratuity expense 12.71 12.83
Employee stock option expenses (refer to note 31) 129.63 20.93
Contribution to provident fund and other funds 39.22 35.88
Staff welfare expenses 48.12 37.27
338.93, 620.43

 

25, Finance costs

 

 

 

Particulars Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020
Interest

- Interest on borrowings 93.24 172.57

- Interest on non convertible debentures 236.10 -

- Interest on dues to micro and small enterprises 0.33 0.75

- Interest on lease liabilities 83.34 47.57
413.01 220.89

 

26. Depreciation and amortization expense

 

 

Particulars Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020
Depreciation of property, plant and equipment 75.83 90.02
Amortization of Goodwill 190.48, 198.98
Amortization of intangible assets 26.71 10.62
Depreciation of right-of-use assets (refer note 32) 299.04 246.37
592.06 545.99)

 

 

496
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financi
(All amount in INR Millions unless otherwise stated)

 

tatements for the nine months period ended December 31, 2021

27. Other expenses

 

Particulars Nine months period ended
December 31, 2021

 

‘Nine months period ended
December 31, 2020

 

Tease and hire charges 46.25
Rent (refer note 32) 94.20
Auditors’ remuneration (refer to note 27.1) 3.60
Rates and taxes 3.25
Power and fuel 4137
Allowance for capital advances 1.40
Office maintenance 42.05
Insurance 3.07
Repairs and maintenance
- plant and machinery 2.28
- others 16.91
Legal and professional charges 43.65
Loss on termination/modification of lease 13.29
Travelling and conveyance 19.18
Printing and stationery 757
Allowance for bad and doubtful debts, net 3.46
Information technology service cost 40.90
Postage and telephone 15.03
Other advances written off 10.90
Bank charges 477
Bad debts written off 0.32
Security expenses 52.64
Sales and marketing expenses 2.12
T6821

32.40
29.10
L8s.
183
28.15

27.02
3.59

1.70
749
29.34
7.64
5.72
25.78
22.12
14.79
1.70
0.02
47.95
Ls2
289.74

 

27.1. Auditors remuneration

 

 

Particulars Nine months period ended Nine months period ended

December 31, 2021 December 31, 2020
Statutory audit 3.60 183
Out of pocket expenses reimbursed - 0.05
3.60, 1.88,

 

28. Earnings per share
Basic Earnings Per Share (EPS) and Diluted Earnings Per Share (EPS) amounts are calculated by dividing the los
of the Holding Company by the weighted average number of Equity shares outstanding during the period.

The following reflects the income and share data used in the basic and diluted EPS computations :

 

for the period attributable to equity shareholders

 

 

 

 

 

 

Particulars Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020
Loss attributable to equity shareholders of the Holding Company (272.67) (223.54)
Number of equity shares at the beginning of the period 1,98,25,558 1,76,51,645
Add: Weighted average number of equity shares issued during the period 3,85,526 711,462
Weighted average number of equity shares considered for calculation of Basic earnings per share 2,02,11,084 1,83,63,107
‘Weighted average number of equity shares in calculating diluted EPS 2,02,11,084 1,83,63,107
Face value of equity shares (INR) 10.00 10.00
Weighted average number of equity shares considered for calculation of diluted earnings per share 2,02,11,084 1,83,63,107
Loss per share
Basic (13.49) (2.17)
Diluted (13.49) (12.17)
29, Exceptional items
Particulars Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020
Impairment of goodwill 17.98 =
17.98

 

 

“During the period ended December 31, 2021, the management has impaired goodwill recorded on purchase of TNT in its entirety as management does not foresee
any synergy benefit flowing to the group amounting to INR 17.98 Millions. In view of this unprecedented event, the management has considered it to be outside of

the ordinary course of busines

 

497

and accordingly disclosed it as “Exceptional” in the Special Purpose Consolidated Interim Financial statements.
Spoton Logistics Private Limited

Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021

(All amount in INR Millions unless otherwise stated)
30. Gratuity plan

a) Defined Contribution Plans

‘The Group makes contributions, determined as a specified percentage of employee salaries in respect of qualifying employees towards Provident Fund and state plans such as

 

Employees

tate Insurance (ESI), which is a defined contribution plan. The Group has no obligations other than to make the specified contributions. The Group contribution is

recognised as an expense in the Speical Purpose Consolidated Interim Statement of Profit and Loss during the period in which the employee renders the related services.

During the period, the Group has recognised the following amounts in the Speical Purpose Consolidated Interim Statement of Profit and Lo

provident and other funds:

which are included in contribution to

 

 

 

 

Particulars Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020
Provident Fund and Employee's Pension Scheme 33.62 31.46
Employees’ State Insurance 5.60 4a
39.22 35.88

b) Defined Benefit Plans

The Group provides for gratuity, a defined benefit plan (the Gratuity Plan), to its employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or
termination of employment, of an amount based on the respective employee’s last drawn salary and years of employment with the Group. The gratuity plan of the Group is non-funded.

(Change in defined benefit obligations
Opening defined benefit obligation
Interest cost
Current service cost
Benefits paid
Actuarial gain on obligation
Closing defined benefit obligation

Non-current
Current

(ii) Reconciliation of present value of the obligation and the fair value of the plan assets:
Fair value of plan assets at the end of the yeat/ period
Present value of the defined benefit obligations at the end of the yeat/ period
Liability recognised in the Special Purpose Consolidated Interim Balance Sheet

 

(iii)_Expense recognised in the Special Purpose Consolidated Interim Statement of Profit and Loss
Particulars

December 31, 2021 Mareh 31, 2021

 

76.37 7174
3.73 435
8.97 12.95
(2.67) (2.97)
(0.40) (9.70)
10 76.37

78.98 62.12

7.02 14.25

86.00 16.37

(86.00) (76.37)

Nine months period ended Nine months period ended

 

Current service cost
Interest co:
Net gratuity cost

 

(iv) Remeasurement gains in other comprehensive income
Particulars

December 31, 2021 December 31, 2020
897 9.62
3.73 3.21
12.70 12.83

 

Nine months period ended

‘Nine months period ended

 

December 31, 2021 December 31, 2020

‘Actuarial Gain due to Demographic Assumption changes in DBO 130 (3.40)
Actuarial Gain from changes in financial assumptions, (0.84) (0.01)
Experience adjustments (1.06) 3.29)
Amount recognised in OCI during the period (0.40) (6.70)

(v) Actuarial assumptions
Discount rate
Salary growth rate
Attrition rate
Normal retirement age

Discount rate: The discount rate is based on the prevailing market yields of Indian government

 

 

Salary growth rate: The
supply and demand factors in the employment market.

Attrition rate: The

 

timate of future employee turnover.

498

stimates of future salary increases, considered in actuarial valuation, takes into account inflation,

December 31, 2021

‘March 31, 2021

6.17% to 7.35% 6.69% t0 7.15%
T% 10 8% 1% 10 8%

5% 10 22% 5% 10 26%

60 years 60 years

securities as at the balance sheet date for the estimated term of the obligations.

   

eniority, promotion and other relevant factors s
 

Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021
(All amount in INR Millions unless otherwise stated)

30. Gratuity plan (continued)

(vi) A quantitative sensitivity analysis for significant assumption as at December 31, 2021 and March 31, 2021 is as shown below:

 

 

 

 

 

 

Particulars Impact on defined benefit obligation

December 31, 2021) March 31, 2021
Discount rate
Increase by 1% (6.39) (5.03)
Decrease by 1% 732 5.23
Future salary increase
Increase by 1% 639 5.44
Decrease by 1% (6.72) (4.85)
Attrition rates
Increase by 1% (0.74) (0.72)
Decrease by 1% 0.80 0.79
Mortality ra
Increase by 10% (0.03) (0.03)
Decrease by 10% 0.03 0.03

 

 

 

 

‘The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key
occurring at the end of the reporting period.

   

(vil) Maturity profile of the defined benefit obligation

Expected undiscounted cash flows over the next :

 

year December 31, 2021 Mareh 31, 2021)
o-1 7.79 13.24
15 21.80 18.26
Above 5 138.51 104.83,

‘The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 11.74 (December 31, 2020: 13.43, March 31, 2021: 11.40),

499
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Inter
(All amount in INR Millions unless otherwise stated)

 

Financial Statements for the nine months period ended December 31, 2021

31. Share-based payments

Employee stock option plan 2013:
The Startrek Logistics Private Limited ESOP -2013 (now called as Spoton Logistics Private Limited) was approved by the Board of Directors of the Holding
‘Company in June 2013 and by the shareholders in August 2013. The ESOP 2013 plan provides the maximum exercisable share into not more than 3% paid up
capital to the employees. The plan is administered by a Board or a sub committee. The plan was revised and approved by the board of directors and shareholders,
of the Holding Company on April 2, 2019 and total number of Employee Stock Options to be granted under the Stock Option Scheme was increased to 9% of
paid up capital. Options will be issued to employees of the Holding Company at an exercise price, which shall be determined and established of an equity share

 

 

in the recent funding immediately preceding the date of grant or any other price not less than the face value of the shares as determined by the Board. The equity
shares covered under these options would vest not more than five years from the date of grant of such options.

Employee stock option plan 2018:

 

The Spoton Logistics Private Limited ESOP-2018 was approved by the Board of Directors of the Holding Company and shareholders effective from October
12,2018. The ESOP 2018 plan provides for the issue of 1,300,000 options to the employees. The plan is administered by a Board or a sub committee. Options
will be issued to employees of the Holding Company at an exercise price, which shall be determined and established of an equity share in the recent funding
immediately preceding the date of grant or any other price not less than the face value of the shares as determined by the Board. The equity shares covered
under these options would vest not more than five years from the date of grant of such options. Option activity during the year ended March 31, 2021 and the
related weighted average exercise price of stock options under the Spoton Logistics Private Limited ESOP-2018, is presented below:

 

Movements during the year
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:

2013 Scheme

 

Particulars For the year ended
March 31, 2021
[Number of options | Weighted average exercise

 

 

 

 

 

 

price
[Options outstanding at the beginning of the year 627,575, 30.
[Options outstanding at the end of the year 627,575, 30
[Vested options 627,575 50.
2018 Scheme

Particulars For the year ended

March 31, 2021
Number of options | Weighted average exercise

 

 

 

 

 

price
[Options outstanding at the beginning of the year 690,180 227)
[Granted during the year 14,707. 227,
[Options outstanding at the end of the year 704,887 227
[Vested options 2,25,817 227,

 

 

 

 

 

[Unvested options 4,79,070 =

 

‘The weighted average remaining contractual life for the stock options outstanding are 2 years.
The weighted average fair value of the option granted during the year is INR 366.

The following tables list the inputs to the models used for the share based payment plans for the year ended March 31, 2021

 

Particulars Asat
March 31, 2021

 

Dividend yield (%) 0.00%
Expected volatility (%) 33.26%
Risk-free interest rate (%) 6.32%
Expected life of share options (in years) 4
Weighted average share price (INR ) 145
Model used Black Scholes model

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur.
The expected volatility reflects the 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,

   

As of December 31, 2021, both the above schemes 2013 and 2018 stand cancelled. The parent of the company provides share-based compensation plans to its,
employees. At the time of acquisition of Spoton logistics private limited some of the employees were issued ESOPS by the parent entity (Delhivery Limited) as
a result their ESOP cost for those employee is also transferred to the entity.

500
 

‘Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021

(All amount in INR Millions unless otherwise stated)

 

32. Leases

Group as a lessee
‘The Group has lease contracts for office premises having a lease term ranging from 1-9 years.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year! period:

 

Right to use asset

(Buildings)
As at April 1, 2020 799.19
Additions 462.26
Deletions (6.22)
Depreciation expense (332.10)
As at March 31, 2021 924.13,
Additions 212.02
Deletions (148.08)

Depreciation expense
‘As at December 31, 2021

299.04)

 

 

Set out below are the carrying amounts of lease liabilities and the movements during the year/ period:

 

 

 

[As at April 1, 2020 837.77
Additions 47.68
Deletions (5.69)
Accretion of interest 64.46
Payments (359.69)
Rent concession on lease liabilities (16.93)
[As at March 31, 2021

Additions

Deletions (134.79)
Aceretion of interest 33.34
Payments 1401)
[As at December 31, 2021 802.13

‘The following is the break-up of current and non-current lease liabilities:

 

 

   

   

 

 

 

Particulars Asat As at
December 31, 2021 March 31, 2021
Current lease liabilities 355.84 312.82
‘Non-current lease liabilities 654.78,
Closing balance 967.60
‘The following are the amounts recognised in Special Purpose Consolidated Interim statement of profit or loss:
Particulars ‘Nine months period ended Nine months period ended
December 31, 2021 December 31, 2020
Depreciation expense of rightof-use assels 299.04 246.37
Interest expense on lease liabilities 3.34 47.57
Rent concession on lease liabilities : (16.93)
Loss/(Gain) on termination/modification of lease 13.29 (0.02)
Expense relating to short-term leases 109.36 39.33,
Total amount recognised in Special Purpose Consolidated Interim statement of profit and Loss 505.03 316.32

 

The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:

 

 

 

Particulars Asat ‘As at
December 31, 2021 March 31, 2021

Less than one year 422.84 377.58

‘One to four years 773.09 644.70

More than four years 76.01 8.74,

Closing balance 1271.94 1,031.02

 

COVID-19 related rent concessions
‘The Group has opted for the practical expedient for rent conc
modification and recognize the gain as income in profit and loss.

 

jon issued by Ministry of Corporate Affairs in which Companies are not required to reassess the lease as

‘The Group does not face a liquidity risk with regard to its I
fall due,

 

liabilities as the current assets are sufficient to meet the obligations related to lease liabiliti

 

ind when they

501
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financi
(All amount in INR Millions unless otherwise stated)

 

33, Related party transactions:

Names of related parties and related party relationship:
Related parties under Ind AS 2.

1. Enterprises having control over the Company

2, Enterprises having significant influence over the Company

3. Key management personnel

4. Parties where control exists irrespective of whether transactions
have occurred or not

5. Enterprises owned or significantly influenced by KMP and
relative of KMP

‘tatements for the period ended December 31, 2021

Delhivery Limited (formerly known as Delhivery Private Limited) (w.e.f 24 August 2021)

Samara Alternate Investment Fund (upto August 23, 2021)
Samara Capital Partners Fund II Limited (upto August 23, 2021)

  

Abhik Mitra — Managing director and CEO
Krishna Chandrasekar - Chief Financial Officer

Pavithra P - Company Secretary

Devinjit Singh - Director (upto August 23, 2021)

Perumal Ramamurthy Srinivasan - Director (upto August 23, 2021)

Goutam Gode - Director (upto August 23, 2021)

Abhishek Kabra - Director (upto August 23, 2021)

Ajith Pai Mangalore - Additional Director (w.e.f August 24, 2021)

Srivatsan Rajan (Independent director w.e.f 13 October 2021)

Amit Agarwal - Additional Director (w.e.f August 24, 2021 till October 6, 2021)
Raghavan Narasimhan - Director (upto August 18, 2021)

Raghavan Narasimhan - CEO of the Subsidiary (w.e.f August 18, 2021)

Pooja Gupta - Additional director (w.e.f October 06, 2021)

Spoton Supply Chain Solutions Private Limited (formerly known as Rag Technologies and
Services Private Limited) ("referred as the Subsidiary")

Rangan Manufacturing Services Private Limited (Raghavan Narasimhan and Pallavi Aravind ~
Shareholders and Directors)

502
Spoton Logistics Private Limited

Notes to the Special Purpose Consolidated Interim Financi:

 

(All amount in INR Millions unless otherwise stated)

33. Related party transactions (continued)

‘tatements for the period ended December 31, 2021

a) The following is the summary of significant transactions with related parties for the petiod ended Decemeber 31, 2021 and December 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘S.No Name of the Related party [Nature of transactions Nine months period ended | Nine months period ended
December 31, 2021 December 31, 2020

1 [Pallavi Aravind Rent expenses 072 072
2__[Abhik Mitra [Key managerial remuneration®™ 58.68 12.21
3__ [Krishna Chandrasekar [Key managerial remuneration® 16.66 9.49
4 [Raghavan Narasimhan [Key managerial remuneration. 3.80 0.22
3__[Pavithra P [Key managerial remuneration 0.27 0.07
6 Short term borrowings-Unsecured Loans 1,626.72 =
A. interest on Unsecured loan 52.68 =
'8__[Delhivery Limited (formerly known as_ [Employee stock option expenses 43.40 -
9°___[Delhivery Private Limited) Expense incurred by us on behalf of group company 28.49 -
10 [Expenses incurred on behalf of us by group compan) 4.98
U0 [Services Received 17.61 :

 

*Key managerial remuneration includes one time bonus amounting to INR 50.16 million paid in the current period ended Dec 31, 2021

The remuneration to key management personnel doesn’t include the pro

Holding Company and the Subsidiary as a whole.

b) The following is the summary of balances outstanding with related parties as at petiod ended December 31,

 

ns made for gratuity and leave encashment, as they are obtained

2021 and March 31, 2021

on an actuarial basis for the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[SINo__ [Name of the Related party Nature of balances ‘As at ‘As at
December 31, 2021 March 31, 2021
T [Pallavi Aravind Trade payables - Total outstanding dues of creditors other 022 023
than micro, small and medium enterprise
[Raghavan Narasimhan (Other current financial liabilities - Other payables - 5 212
Payable to employees
3 [Rangan Manufacturing Services Private |Other finanacial assets - Other receivables 7 637
Limited
4 [Short term borrowings - Unsecured Loans 1,626.72 :
5 [Other current financial liabilities - Interest accrued but 471 3
Delhivery Limited (formerly known as_|#9t due on borrowings
© |pethivery Private Limited) Trade payables - Total oustanding dues of creditors other 367 7
than micro, small and medium enterprise
7 Deemed equity contribution from parent entity 43.40 :
8 [Other finanacial assets - Other receivables 28.49 =

 

503

 
‘Spoton Logistics Private Limited
‘Notes to the Special Purpose Consolidated Interim Financial Statements
(All amount in INR Millions unless otherwise stated)

3. Significant accounting judgements, estimates and assumptions
‘The preparation of the Special Purpose Consolidated Interim Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment o the carrying amount of assets or liabilities affected in future periods.

  

 

Judgements
In the process of applying the accounting policies, management has made the following judgements, which have the most significant effect on the amounts reeognised in the Special Purpose Consolidated
Interim Financial Statements:

Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty atthe reporting date, that have a significant risk of causing a material adjustment tothe carrying amounts of assets and
liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the Special Purpose Consolidated Interim Financial Statements were
prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are
reflected in the assumptions when they occur.

 

(i Share-based paymet
Employees of the Holding Company receive remuneration in the form of share based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled
transactions). In accordance with the Ind AS 102 Share Based Payments, the cost of equity-settled transactions is measured using the fair value method. The cumulative expense recognized for equity-settled
transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest.
‘The expense or credit recognized in the Speical Purpose Consolidated Interim Statement of Profit and Loss for the year represents the movement in cumulative expense recognized as atthe beginning and end
‘of that year and is recognized in employee benefits expense.

(i) Defined benefit plans (Gratuity benefits):
‘The cost ofthe defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuatial valuations. An actuarial valuation involves making various assumptions that may difler
fiom actual developments in the future. These include the determination of the discount rate, future salary inereases and mortality rates. Due to the complexities involved in the valuation and its long-term
nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting period.

 

‘The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated, the management considers the interest rates of government bonds in currencies
consistent with the currencies ofthe post-employment benefit obligation.

‘The mortality rate is based on publicly available mortality table . The mortality table tend to change only at interval in response to demographic changes. Future salary increases and gratuity inereases are based
‘on expected future inflation rates.

Further details about gratuity obligations are given in note 30.

(Gil) Fair value measurement of financial instruments:
‘When the fair values of financial assets and financial liabilities recorded in the Special Purpose Consolidated Interim Financial Statements eannot be measured based on quoted prices in active markets, their
{air value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement
is required in establishing fuir values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value
of Financial instruments,

 

(iv) Lease:
‘The lease payments shall include fixed payments, variable lease payments, residual value guarantees and payments of penalties for terminating the lease, ifthe lease term reflects the lessee exercising an option
to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made

and remeasuring the carrying amount to reflect any reassessment of lease modifications of o reflect revised in-substance fixed lease payments

 

 

‘The Group cannot readily determine the interest rate implicit inthe lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would
have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset ofa similar value to the right-of-use asset in a similar economic environment. The IBR therefore
reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease . The Group
{estimates the IBR using observable inputs (such as marker interest rates) when available and is requited to make certain enity-specitic estimates.

   

(v) Useful Life of property, plant and equipment:
‘The useful life of the assets are determined in accordance with Schedule Il of the Companies Act, 2013. In cases, where the useful life is different from that prescribed in Schedule Ul, itis based on technical
advice, taking into account the nature ofthe asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement and anticipated technological changes.

(vi) Loss allowance on trade receivables:
Provision for expected credit losses of trade receivables: The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on quarterly past due for groupings of various
‘customer segments that have similar loss pattems (i.e., by geography, product type, customer type and rating, and coverage by letters of eredit and other forms of credit insurance). The provision matrix is
initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. At every balance sheet date,
the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical eredit loss experience and forecast of
economic conditions may also not be representative of customer’s actual default in the future. The information about the ECLs on the Group’s trade receivables is disclosed in Note 9. In certain eases, the
Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into
account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows

(vil) Deferred Tax
Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the deduetible temporary differences, and the cary forward of unused tax eredits and
‘unused tax losses can be utilized. Deferred income tax liabilities ate recognised for all taxable temporary differences.

 

 

(vit) Impairment of Goodwi
‘The Group estimates the value-in-use of the cash generating unit (CGU) based on the future cash flows after considering current economic conditions and trends, estimated future operating results and growth
tate and anticipated future economic and regulatory conditions. The estimated cash flows are developed using internal forecasts. The discount rate used for the CGU's represent the weighted average cost of
capital based on the historical market returns of comparable companies,

 

(x) Provisions and contingencies:
‘The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the reporting date. The
actual outflow of resources ata future date may therefore vary from the figure estimated at end of each reporting period.

504
Spoton Logistics Private Limited
Notes to the Special Purpose Consolidated Interim Financi
(All amount in INR Millions unless otherwise stated)

 

‘tatements for the period ended December 31, 2021

36. Segments reporting

 

‘The Group’s business activities which are primarily domestic road transport services engaged in domestic cargo shipments by land and the only geographical segment is,
‘India’. These activities falls within a single reportable segment as the CFO of the group (CODM) reviews the financial performance of Logistic services on Consolidated
basis. Accordingly, the figures appearing in these financial statements relate to the Company's single business segment.

Major customer

Revenue from any customer of the Group’s domestic road transport business does not exceed 10% of the total revenue reported and hence, the Management believes there

are no major customers to be disclosed.
‘The Group revenue from operations and non current assets are within India only.

(This space has been intentionally left blank)

506
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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505
 

Spoton Logisties Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the period ended December 31, 2021
{All amount in INR Millions unless otherwise stated)

41, Expenditure on Corporate Social Responsibility Activites

 

[As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, neds to spend atleast 2% of its average net profit for the immediately preceding thee financial years on corporate
social responsibilty (CSR) activities. The funds are allocated to the activities which are specified in Schedule VII ofthe Companies Act, 2013. Details ofthe Holding Company's CSR expenditure is as follows

 

 

   

 

 

 

 

 

Particulars December 31, 2021 December 31, 2020
(@) Gross amount required 1o Be spent by the Holding Company during the year) period =
‘Add: Unspent amount from prior years! period 361 Au
Total Gross amount required to spent a a
(b) Amount approved by the Board to be spent during the year! period e507
{(@) Amount spent during the period ending on December 31, 2021 Tneash Vet be paid Total
7) Construction/acquisition of any asset = ~
ai) On purpose other than () above* 361 : 3.61
{@ Amount spent during the period ending on December 31,2030 Taewh Vel the paid in cash Torad
7) Construction/acquisition of any asset = =
48) On purpose other than () above* 050 361 4a

* The Holding Company has not disbursed any funds towards CSR activities due to the COVID-19 pandemic conditions. However, the cumulative unspent amount of INR 3.61 millon as at the year end
transferred to separate bank account on May 26, 2021 in accordance with Companies (Corporate Social Responsibility Policy) Amendment Rules, 021.CSR Projects have been identified subsequent to the balance
sheet date and as of date, disbursement alrcady made for INR. 3.61 rallon

42. The Code on Social Security, 2020 (‘Code’) r
Gazette of India, However, the date on which the Code will ome into effect has not been notified and the final rule/interpretation ba
‘comes into effet and wil record any related impact in the period the Code becomes effective

 

ing to employee benefits during employment and post-employment benefits received Presidential assent in September 2020, The Cade has been published in the
e nol yet been issued. The Company will asses the impact ofthe Cade when it

 

4. Esti

 

on uncertainty relating o the global health pandemic on COVID-19:,

 

‘The COVID-19 pandemic is rapidly spreading throughout the world. The event significantly afects the economic activity worldwide and, as a result, could affect the operations and results ofthe Group. The
Group's operations were impacted due tothe lockdown restritions imposed by the Government. The Managemen is ofthe view that subsequent tothe lockdown period, the operations of the Group are returning to
rormaley. However the Management is closely monitoring any foreseeable impact of COVID on the operations of the Group and is confident of obtaining regular supply of logistics services for foreseeable period,
‘The Management has also performed an extensive analysis of the impact of COVID on the assumptions used in preparing these Special purpose Consolidated Interim financial statements and has eoncluded that no
adjustments are required in these Special purpose Consolidated Interim financial statements on this account. The management has assessed the recoverable amount ofits tangible and intangible assets (including
goodvill) and is more or equal tothe carrying amount. The actual impact of COVID-19 on the Special purpose Consolidated Interim financial statements may differ from that estimated as atthe date of approval of
the Special purpose Consolidated Interim financial statements and the Group's management continues to closely monitor any material changes to Future economic conditions.

 

44. Non-controlling interest
‘The Group was having NCI in subsidiary Spoton supply chain solutions private Limited (formerly known as RAAG technologies and services private Limited) of 35%, Under the shareholders agreement, the NCL
holders have a put option with them whereby Spoton irrevocably and unconditionally grants to the Existing Shareholders the right to require Spoton to purchase the Option Shares, (the "Put Option”), free from all,
Encumbrances. The Group also has eal option whereby each ofthe Existing Shareholders irrevocably and unconditionally grants to Spoton an option to buy, and to require each ofthe Existing Shareholders to sell
the Option Shares (the "Call Option”), ee from all Encumbrances. Basis the option available with Group and NCI holders, the Group has classified the NCI as liability with afar value impact being taken to NCL
reserve in other equity.

 

 

During the current period, the Group has acquired the remaining NCI equity by invoking its settlement option before August 23, 2021 ie. before the acquisition of group by Delhvery Limited. The balance
“appearing in the NCI reserve has been transferred o retained earnings as corresponding liabilities have bocn settle.

508
 

Spoton Logisties Private Limited
Notes to the Special Purpose Consolidated Interim Financial Statements for the period ended December 31, 2021
{All amount in INR Millions unless otherwise stated)

 

37. The Special purpose consolidated interim financial statements of the Group includes subsidiaris listed inthe table belo

 

 

 

 

 

 

 

 

 

 

 

 

To equity terest
Name of the Company’ Principal activities Comaty of Tea aaa
December 31,2021 | _Mareh31, 2021
[Spoon Supply Cha Solutions Private Limited Tagine services [India 100.00%| 65.0075

 

38. Details of dues to micro and small enterprises as defined under MSMED Act 2006

‘The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence
‘with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ‘Micro, Small and Medium Enterprises Development Act, 2006" (the Act’)
‘Accordingly, the disclosure in respect ofthe amounts payable to such enterprises as at Decemeber 31, 2021 and March 31, 2021 has been made inthe Special Purpose Consolidated Interim Financial Statements
based on information received and available with the Group. Further in view ofthe Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be
‘material, The Group has not received any claim for interest from any supplier as atthe balance sheet date

 

 

 

Particulars December 31,2021 Mareh 31, 202
“The principal amount and ine interest du thercon remiing unpaid to any supplier atthe end of each accounting ye
Principal 94 15.01
Interest 133 101

‘The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006,
‘long with the amount ofthe payment made tothe supplier beyond the appointed day during each accounting year! period

Principal 1433 6.82
Inerest e :

‘The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day =
uring the year! period) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006,

‘The amount ofinterest accrued and remaining unpaid atthe end of each accounting yeu! period, 022 =
‘The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are 12 Lot
actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 28 ofthe Micro, Small and

Medium Enterprises Development Aet, 206.

39, Capital and other commitments

 

 

 

 

Particulars December 31,2021 March 31, 2021

Estimated amount of contracts remaining tobe executed on capital account (net of advances) 45.95

Letter of comfort issue to endor against credit facilites availed by the Subsidiary Company 60.00
105.95

40, Contingent Liabilities not provided for:

Particulars December 31,2021 Mareh 31, 2021

 

1. Service Tax
During year 2017-18, the Commissioner of service tax department had issued show cause notices (SCNS) for raising demands of INR

189.39 millions and INR 221.64 millions on March 28 2018 forthe period from January 2012 to March 2015 and from April 2015 to June

2017 respectively in respect of classification of serves ofthe Holding Company’s vendors as a Goods Transport Agency for that period,

‘The SCN alleged that vehicle hire services availed by the Holding Company for transporting the goods of its eustomers both between the

cities and within the city should be classified under " Goods Transportation Agency" ("GTA") as per section 65 (108) (zp) of the Finance

Act prio to July 1, 2012 and the Holding Company is required to pay the Service tax under the reverse tax charge mechanism. The Holding

‘Company had responded to these SCNs in 2017-18.During the year ended March 31 2019, the Department passed adjudication order on

September 06, 2018 witha service tax demand of INR 189.39 millions and along with interest and penalty of INR 189.41 millions for the 2.59 600.43
period from January 2012 to March 2015. The Holding Company has filed an appeal before CESTAT against the order after paying INR

14.30 millions under protest. An adjudication order passed by Principal Commissioner of Central Tax, Bangalore was received on July 28,
2021 witha tax demand of INR 221.64 millions along with interest and penalty of INR 22.16 millions forthe period from April 2015 to
June 2017. Based on the underlying facts, applicable laws and industry standards, the Holding Company is confident of prevailing a
the Departments position and does not anticipate any adverse financial outcome. Additionally, the Holding Company has deposited INR
16,62 million being 7.75% of the ereit demanded in impunged orde in complaince with section 3SF(i of the Central Excise Act, 1944,

 

 

 

 

 

) Other matters
= Demands not acknowledged by the Holding Company 062 0.62
Legal eases pertains to eases pending in consumer forum and civil courts against holding company. The holding company has been advised

by its legal counsel that itis possible, but not probable, the action will succeed and accordingly no provision for liability has been

recognized inthe special purpose consolidated interim financial statements

Note ()

Appointment of Company Secretary

[As per Section 203 of Companies Act 2013, read with rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, if Company does not have a whole time Company
Secretary ("CS"), a Company shall be punishable with fine which shall not be less than INR 0.1 millon but which may extend to INR 0.5 million and every director and key managerial personnel of a Company who
isin default shall be punishable with fine which may extend to INR 0S raillion and where the contravention isa continuing, witha further fine which may extend to INR. 0.001 rallion per day until the date of
appointment

   

 

Since the paid up capital of the Holding Company is Rs. 176.52 millon ie. more than fifty millon rupees (hundred million rupees w.e-£ April 1, 2020 as amended vide notification dated January 03, 2020,
Companies (Appointment and Remuneration of Managerial Personne!) Rules, 2014), the Holding Company was required to have a whole time CS. The Holding Company appointed whole time CS on May 02, 2019
and made two compounding applications with Registrar of Companies, one for compounding of offense till 02.11.2018 (ill the time of adjudication provision became effective) and second for adjudication from
November 02, 2018 (date of effectiveness of adjudication provision til May 02, 2019 (date of appointment of Company Secretary). The Holding Company's management does not expect significant penalty arising
‘out ofthe compounding proceadings.

   

 

Note
‘The Company was unable to hold its annual general mecting for Fiscal year 2020 within the permitted timeline for holding such meetings due tothe COVID-19 pandemic and certain other administrative delays, and
was delayed in holding such a meting by four months and four days. The Company bas filed a compounding application dated August 9, 2021 seeking compounding for such offence withthe Registrar of
‘Companies, Ahmedabad. The Company's management expect that the compounding will not result in any significant penalties tothe Company.

Note (ii)

Contingent liabilities disclosed above represent possible obligations where possibilty of cash outflow to sete the obligations isnot remote

(i Pending resolution of the respective proceedings, itis not practicable for the Group to estimate the timings of cash outflows, if any, in respect ofthe above as itis determinable only on receipt of
judgements! decisions pending with various forum authorities,

(Gi) The Group doesn't expect any reimbursements in respect ofthe above contingent liabilities

507
Spoton Logistics Private Limited

Notes to the Special Purpose Consolidated Interim Financial Statements for the nine months period ended December 31, 2021

(All amount in INR Millions unless otherwise stated)

45. Statutory Group Information

 

‘Name of the entity in the Group

Net Assets, i-e., total assets minus
total liabilities

Share in loss

Share in other Comprehensive (loss)/income

 

‘Share in total Comprehensive loss

 

 

 

 

 

 

‘As % of ‘Amount in INR ‘As % of ‘Amount in INR | As % of consolidated [Amount in INR Millions] As % of total ‘Amount in INR
consolidated net Millions consolidated profit Millions other comprehensive comprehensive
assets and loss income income
Parent
Spoton Logistics Private Limited
Balance as at December 31, 2021 169.23%| 457.71 99.84% (272.22) -30.00%| (0.09) 99.98%] 272.31)
Balance as at March 31, 2021 138.47%] 673.74
Balance as at December 31, 2020 127.10%| (284.14) 100.00%| 4.36 102.73%| (279.78)
Subsidiaries
Spoton Supply Chain Solutions Private Limited
Balance as at December 31, 2021 22.00%] 59.51 0.16% (0.43) 130.0% 039 0.01%| (0.04)
Balance as at March 31, 2021 12.24%| 59.56
Balance as at December 31, 2020 -19.10% 42.70 0.00%| - -15.68%| 42.70|
Consolidation Adjustments
Balance as at December 31, 2021 -91.24%| (246.76) 0.00% (0.00) 0.00%6| - 0.00%| (0.00)
Balance as at March 31, 2021 -50.71%| (246.73)|
Balance as at December 31, 2020 -8.00%| 17.89 0.00% : -8.16%| 17.89
Total
Balance as at December 31, 2021 100.00%| 270.46| 100.00%| (272.68)| 100.00%| 0.30) 100.00%| (272.35)
Balance as at March 31, 2021 100.00% 486.57|
Balance as at December 31, 2020 100.00%6| (223.55)| 100.00%| 436] 100.04 (219.19)

 

 

 

 

 

 

 

 

 

 

 

 

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004

per Yogesh Midha

Partner
Membership No.: 094941

Place: New Delhi
Date: March 24,2022

509

For and on behalf of the Board of Directors of
Spoton Logistics Private Limited
UIN : U63090GI201 IPTC108834

Ajith Pai Mangalore Abhik Mitra
Director Director
DIN: 07168138 DIN: 00337465

Place: Gurugram
Date: March 24,2022

Place: Bengaluru
Date: March 24,2022

Krishna
Chandrasekar

Pavithra P

Chief financial officer Company Secretary

Place: Bengaluru Place: Bengaluru
Date: March 24,2022 Date: March 24,2022
OTHER FINANCIAL INFORMATION

The accounting ratios required under Paragraph 11 of Part A of Schedule VI of the SEBI ICDR Regulations and
certain other non-GAAP measures are given below:

 

 

Asatandfor As at and for Auatand tor ie Asatanditer As at and
the nine the nine jana ts janelle for the
the Financial the Financial. fF the
: months months Financial
Particulars i : Year ended Year ended
periodended period ended \earenged Year ended Year ended
December December 31, gn yD March 31,
31, 2021 2020 2019
Restated loss for the period / year (A) in : aa =
sition) (eiorii39) eras) (4,157.43) (2,689.26) (17,833.04)
Weighted average number of equity shares 5 -
in calculating basic EPS (B) (Refer Note 6) __ 580,297,217 _ 515,908,764 _-18-214,100 515,018,800 377,644,900
Weighted average number of equity shares 516,214,100 515,018,800 377,644,900
in calculating diluted EPS (C) (Refer Note
6) 580,297,217 515,908,764
Basic loss per share (2) (D = A/B) (15.36) (5.77) 605) G22) G28)
Diluted loss per share () (E = A/C) (15.36) (5.77) Ge) G28) G72)
Reconciliation of return on net worth
Net worth (A) (2 in million) 59,798.47 29,148.37 28,387.97 B1,70408 98,882.83
Restated loss for the period / year (B) (& in (4,157.43) (2,689.26) (17,833.04)
million) (8,911.39) (2,974.92)
Return on net worth (%) (C = B/A) -14.90% -10.21% (14.66%) (8.48%) (62.63%)
Reconciliation of net asset value per
share
Net worth (A) (@ in million) (Refer Note 7) 59,798.47 29,148.37 28,367.97 1,704.08 93,882.83
Number of equity and preference shares 5,177,478 5,154,687 5,138,130
outstanding at the end of the period/ 220,930,445 5,164,033
year (B)
Net asset value per share (in %) (C = A/B) 270.67 5,644.50 5,479.11 6,150.53 8.004:39,
Number of equity and preference shares 517,747,820 515,468,700 513,813,000
outstanding at the end of _ the
period/year - post issuance of bonus shares
to equity shareholders, subdivision of equity 641,684,900 516,403,300
shares, and conversion of preference shares
©)
Net asset value per share (in %) (E = A/D)
- post issuance of bonus shares to equity ‘
shareholders, subdivision of equity shares, 93.19 56.44 54.79 oe Soe
and conversion of preference shares
Reconciliation of restated loss to
EBITDA, Adjusted EBITDA,
Profit/(Loss) after tax margin, EBITDA
Margin and Adjusted EBITDA Margin
Restated loss for the period / year (A) (3 in : 5 aaa .
mallion) (8911.39) (2.97492) (4,157.43) (2,689.26) (17,833.04)
‘. 5 3 - 1.24 -
Total tax expense (B) (8 in million) (76.06) Q
Finance costs (C) (8 in million) 762.29 639.39 886.27 492.18 B5B28)
Depreciation and amortisation expense (D) . ;
(in million) 3,881.75 2,545.81 3,546.20 228031 1,700.08
Other income (E) (2 in million) (1,008.76) (1,626.63) Css) (2,080.54) 0877)
Exceptional items (F) (2 in million) - 413.30 413:30 . .

510
 

 

Ag at and for As at and fore Wat and for Agarand for ss ae
the nine the nine poms ands for the
the Financial the Financial {the
- months months Financial
Particulars ' : Year ended Year ended
period ended _ period ended Year ended
March 31, March 31,
December December 31, et oe March 31,
31, 2021 2020 2019
Fair value loss on financial liabilities at fair
value through profit or loss (G) ( in 2,997.39 ® 91.95 - 14,806.64
million)
Rent waiver on lease liabilities (H) (@ in ao ; ;
million) 7 33.80 i
Gain on modification / termination of lease .
contracts (1) (2 in million) 36.86 79.26 99.76 - 728
EBITDA (J=A+B+C+D+E+F+G+1) @ in
zailisn} sointT90) (ea0.99) (4003.79) (4,72047)—_(1370.71)
Share based payment expense (K) (@ in , :
million) 2,168.41 420.72 Gal 488.05 sia
One Time bonus (L) (8 in million) 1,784.00 5
IND AS 116 adjustment on account of lease
contracts
Freight handling and servicing cost - Rent
(M) @ in million) (1,945.64) (1,548.39) 2,018.60) Ce8)) (677.89)
Rent waiver on lease liabilities (N) (@ in ,
million) : (33.80) (33.80) * in
Gain on modification / termination of lease A
contracts (O) (@ in million) (36.86) (79.26) 69.76) Z (7.28)
Adjusted EBITDA (P=J+K+L+M+N+0) . .
(in million) (348.01) (2,130.73) Gee) Gases) (87644)
Revenue from contract with customers
(Q) @in million) 48,105.30 26,438.66 36,485.27 27,805.75 _16,538:97
Total Income (R) 49,114.06 28,065.29 38,382.91 29,886.29 16,948.74
Profit/(Loss) After Tax Margin (S= A/R) (18.14)% (10.60)% (10.83)% (@.00)% _(105.22)%
EBITDA Margin (T=A/Q) (4.82)% (3.379% (2.75)% (6.19)% (8.29)%
Adjusted EBITDA Margin (%) (U=P/Q) (0.72)% (8.06)% (6.95)% (9.1% (11.35)%

 

* During the period ended December 31, 2021, 21,784.00 million towards one time bonus paid to eligible employees of the

Group.

The ratios have been computed as below:

Accounting and other ratios have been derived from Restated Financial Statements (“RFS”). Ratios have been derived post split

Basic and diluted loss per share: Basic and diluted loss per share are computed in accordance with Indian Accounting Standard

Return on Net Worth (%) is calculated as Restated loss attributable to equity and preference shareholders for the relevant year as

Net Asset Value per share (in 2): Net Asset Value per Share represents Net Asset Value per equity and preference share. It is
calculated as Net Worth as of the end of relevant period/year divided by the number of equity and preference shares outstanding
at the end of the period/year. The Net Asset Value per share disclosed above is after considering the impact of bonus and sub-

Earnings before interest tax depreciation and amortisation (“EBITDA”) : Restated loss for the year/period adjusted to exclude (i)
Other income (ii) Current tax (iii) Finance costs (iv) Depreciation and amortization expense (v) Exceptional items (vi) Fair value
loss on financial liabilities at fair value through profit or loss (vii) Rent waiver on lease liabilities (viii) Gain on modification /

The weighted average number of shares takes into account the weighted average effect of changes in cumulative compulsorily

x
and issuance of bonus shares (Refer Point 2 below).
2
33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended).
3.
a percentage of Net Worth as of the last day of the relevant year.
4.
division of the issued equity shares and conversion of outstanding preference shares.
termination of lease contracts.
6.
convertible preference shares during the year/ period in accordance with Ind AS 33.
7. Net Worth is derived as below:

Sil
(in million)

 

 

As at As ‘at As at March As at March As at March
Particulars December 31, December 31, 31,2021 31, 2020 31, 2019

2021 2020
Equity share capital (A) sea re 16.33 9.75 958
Instruments entirely equity in nature (B) pee ee 353.99 391.72 391.72
Other equity (C) wien wre 27,997.65 31,302.59 33,481.53
Net worth* (Total) (D=A+B+C) 59,798.47 an 28,367.97 31,704.06 33,882.83

* “Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the restated balance sheet, but does not include reserves created out of
revaluation of assets, capital reserve, write-back of depreciation and amalgamation as on December 31, 2021 and December 31, 2020, March
31, 2021; 2020 and 2019.

8. Profit/(Loss) After Tax Margin is computed as Restated loss for the year/period divided by Total Income.
9. EBITDA margin is calculated as EBITDA divided by restated loss for the year/period.
10, Adjusted EBITDA is EBITDA plus share based payment expenses, a one-time bonus and rent reversed due to Ind AS 116.

11. Adjusted EBITDA Margin is the percentage margin derived by dividing Adjusted EBITDA by revenue from contracts with
customers.

The standalone audited financial statements of:

© our Company, as at and for the financial years ended March 31, 2021, March 31, 2020, and March 31, 2019,
in accordance with the SEBI ICDR Regulations; and

* — Spoton Logistics Private Limited, our Subsidiary, acquired pursuant to a share purchase agreement dated July
29, 2021, as at and for the year ended March 31, 2021,

(collectively the “Audited Financial Statements”) are available at https://www.delhivery.com/investor-
relations/. Our Company is providing a link to this website solely to comply with the requirements specified in
the SEBI ICDR Regulations. The Audited Financial Statements and the reports thereon do not constitute, (i) a part
of this Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering
memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell
any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or
elsewhere in the world. The Audited Financial Statements and the reports thereon should not be considered as
part of information that any investor should consider to subscribe for or purchase any securities of our Company,
or any entity in which it or its shareholders have significant influence and should not be relied upon or used as a
basis for any investment decision. None of the BRLMs or the Selling Shareholders, nor any of their respective
employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct or
indirect, arising from any information presented or contained in the Audited Financial Statements, or the opinions
expressed therein.

Related Party Transactions

For details of the related party transactions, as per the requirements under applicable Accounting Standards, i.e.,
Ind AS 24 - Related Party Disclosures read with the SEBI ICDR Regulations, for the nine months period ended
December 31, 2021 and December 31, 2020, and Fiscal 2021, Fiscal 2020, and Fiscal 2019, see “Restated
Financial Statements — Note 41. Related party transactions” on page 351. For a summary of the related party
transactions for the nine months period ended December 31, 2021 and December 31, 2020, Fiscal 2021, Fiscal
2020, and Fiscal 2019, see “Summary of this Prospectus — Summary of related party transactions” on page 25.

512
FINANCIAL INDEBTEDNESS

Our Company and Subsidiaries avail loans in the ordinary course of business for purposes such as working capital,
business requirements and other general corporate purposes.

For details regarding the borrowing powers of our Board, see “Our Management — Borrowing powers” on page
266.

As of February 28, 2022, our Company and Subsidiaries had outstanding indebtedness on a consolidated basis,
aggregating to = 3,589.11 million. Set forth below is a brief summary of such indebtedness:

(in % million unless otherwise stated)

 

 

Category of borrowing Sanctioned amount ason Outstanding amount as on
February 28, 2022 February 28, 2022

Fund based facilities

Term Loans 2,628.66 1,207.63
Commercial Vehicle Loans 1,216.72 809.51
Overdraft Facilities 2,579.00 303.10
Bill Discounting 1,250.00 1,097.18
Non-fund based facilities

Bank Guarantee 1,000.00 89.88
Fleet Card/ Corporate Card 105.00 81.81
Loan against shares 500.00 0.00
Total indebtedness (on a consolidated basis) 9,279.38 3,589.11

 

As certified by B.B. & Associates, pursuant to their certificate dated April 24, 2022, read with certificates dated April 30, 2022 and May 14,
2022.

Key terms of borrowings availed by our Company and Subsidiaries

The details provided below are indicative and there may be additional terms, conditions and requirements under
the various borrowing arrangements entered into by our Company and Subsidiaries.

Tenor: The tenor of the term loans ranges from 35 to 60 months. The tenor of overdraft facilities availed by us is
12 months. The tenor of vehicle loans availed by us ranges from 35 months to 37 months. The tenor of bill
discounting facilities availed by us is up to 12 months. The tenor of bank guarantees availed by us typically ranges
between 12 months to 18 months. The cash credit facilities as part of our working capital facilities are payable on
demand. The tenor of our working capital facilities typically ranges between 90 days to 12 months.

Interest: In terms of the term loans, the interest rate is typically linked to the Marginal Cost of Funds Based
Lending Rate (“MCLR”) as decided by the Reserve Bank of India (“RBI”) and spread per annum, with varying
reset options, subject to a minimum interest rate. Further, in terms of the overdraft fund-based facilities availed
against fixed deposits, the interest rate is typically attached to the fixed deposit rate and the spread per annum.
There is no interest rate applicable to the bank guarantees that have been availed by our Company. The interest
rate on bill discounting ranges from three months MCLR + 0.40% per annum to three months MCLR + 1% per
annum. The interest rates for the commercial vehicle loans availed by our Company typically range between
7.35% to 9.26% per annum. The interest rates for the working capital loans availed by us typically range between
0.10% per annum to 0.85% per annum above the MCLR. The MCLR is revised annually for the facilities availed
by our Company and quarterly for the facilities availed by Spoton.

Penal Interest: The terms of certain facilities availed by us prescribe penalties for non-payment of interest or
repayment instalment, failure to create security within agreed timelines or any other breach of terms and
conditions, which are as laid down in such facility documents or as may be stipulated by the concerned lender, as
the case may be. The default interest payable on such facilities availed is typically 2% per annum on the
outstanding loan. The fund based working capital facilities availed by us prescribe a penal interest of 1% per
annum.

Security: The term loans availed by us are secured by way of hypothecation on our assets, including the vehicles
owned by us as identified in the schedule of the borrowing arrangement and our fixed deposits. The overdraft
facilities availed by us are secured by way of a lien mark fixed deposit in favour of the respective lenders. The
commercial loans are secured by way of a hypothecation on the vehicle in respect of which the facility is availed.
The working capital loans are secured by way of a hypothecation over our entire current assets and movable fixed
assets.

513
Repayment: Our term loans have to be repaid during the course of the entire tenor, by way of equal monthly
instalments of interest and the principal amount. The overdraft facilities are repayable on demand. Our vehicle
commercial loans are also payable over the course of their tenor, in accordance with the schedule prescribed in
the respective facility agreements. Working capital facilities availed by us are revolving in nature and are available
for utilization until the expiry of the availability period mentioned in the sanction letters/ facility agreements.

Prepayment: The term loans availed by us generally have prepayment provisions which allow for pre-payment
of the outstanding loan amount, subject to prior approval from such concerned lender and payment of such
prepayment premium and/or penalty, as may be decided by the lender at the time of such prepayment, or as laid
down in the facility document, as the case may be. The working capital facilities by us generally permit
prepayment without payment of any prepayment penalty. However, some facilities may charge up to 6% of the
total facility amount as prepayment penalty.

Restrictive Covenants: Borrowing arrangements entered into by us typically contain various restrictive conditions
and covenants mandating either the prior written consent and/or an intimation to our lenders in respect of certain
corporate actions. An indicative list of such covenants is set forth below:

(a) any change in the shareholding pattern, ownership, management, control or constitution;

(b) any merger, de-merger, amalgamation, consolidation, reorganization or scheme of arrangement or
compromise;

(©) declaration or payment of any dividend or any other distribution of profits or permit withdrawal of amounts
brought in if an event of default has occurred;

(d) amending the Memorandum of Association or Articles of Association of our Company, including if such
amendments adversely affect the interest of the lenders;

(e) undertaking any expansion or investment in any other entity;

(f) any decision to redeem, purchase, buyback, retire, or repay any share capital;

(g) creation of charge on the securities;

(h) _ pursuance of any steps towards voluntary winding up, liquidation or dissolution of our Company; and

@ any notice served on us or application made by us under the Insolvency and Bankruptcy Code, 2016.

Events of Default: In terms of the borrowing arrangements entered into by us, the occurrence of any of the
following, among others, constitute an event of default:

(a) non-payment or default of principal and/or interest due on the loan obligation;

(b) breach of any covenant, condition, agreement or any other conditions subject to the terms of the relevant
borrowing arrangement;

(c) failure or breach on our part to perform any obligations or terms or conditions applicable under the loan
documentation or any other agreement with any other bank, financial institution, creditor or any other
person including non-payment in full of any part of the outstanding balance when due or when demanded
by the lender;

(d) proceedings relating to winding up, dissolution, bankruptcy and insolvency being initiated against us;

(e) any deterioration or impairment of the assets underlying the security or any part of such security which
causes the security to become unsatisfactory as to character, including depreciation in the margin, value or
market price of the assets;

(£) appointment of a receiver in respect of whole or any part of the property/assets;

(g) utilization of the loan for purposes other than the sanctioned purpose;

(h) _ breach of any statements, representations, warranties, covenants or confirmations included in the loan
documentation;

@ creation of any charge, mortgage, pledge, hypothecation, lien or other encumbrance over the secured
properties, including perfection of such security, without prior written consent of the lenders; and

() any other event or material change which may have a material adverse effect on the lenders.

Consequences of occurrence of events of default

In terms of our borrowing arrangements, the following, among others, are the actions which our lenders are
entitled to take in case of an event of default:

(a) withdraw or cancel the sanctioned facilities;
(b) enforce the security over the hypothecated assets;

514
(c) _ seek immediate repayment of all or part of the outstanding amounts under the respective facilities;
(d) impose penal interest over and above the contracted rate on the amount in default;
(e) __ initiate legal proceedings for recovery of dues;
(£) appoint its nominee and/or receiver; and
(g) exercise all other remedies as available under applicable laws.

Details of the borrowings of our Company and our Subsidiaries

The details of the borrowings of our Company and our Subsidiaries are set forth below:

 

 

Ss. Lender  Relationshi Tenor Intere Security Date Details of Type Amoun Amount
No. p of lender ofloan _ st rate on any of t outstandi
with the which default/ facilit sanctio ng as on
borrower, facility reschedul y ned February
if any availed ing/ & 28, 2022
moratori million)
um that million)
have been
availed
BORROWER: DELHIVERY LIMITED
1 HDFC N.A. 12 0.50% Lien January NA. Over 850.00 -
Bank months above marked 22, Draft
Limited on fixed 2019
fixed deposit
deposi in favour
t of bank
interes
trate
2 HDFC N.A. 12 3 Bills July 12, NA. Bill 750.00 597.18
Bank months month  underlyin 2020 Discoun
Limited MCL g raised ting/
R+ with Fund
0.55% —_respectiv Based
e
principal
s
3 HDFC NA. 12 NA Lien July 12, NA. Bank 1,000.0 89.88
Bank months marked 2020 Guarant 0
Limited fixed ee/
deposit Non-
in favour Fund
of bank Based
4 HDFC N.A. 12 NA. N.A. Decem NA. Fleet 100.00 80.88
Bank months ber 3, Card/
Limited 2016 Corpora
te Card
5 Axis N.A. 48 1 Year Hypothe Decem NA. Term 1,000.0 500.00
Bank months MCL cation on _ ber 19, Loan/ 0
Limited R+ the 2019 Fund
0.30% movable Based
fixed
assets
and
Fixed
Deposit
with lien
in favour
of the
bank
6 Axis N.A. 12 3 Bills Decem NA. Bill 500.00 500.00
Bank months month underlyin __ ber 19, Discoun
Limited MCL g raised 2019 ting/
R+ with Fund
0.40% — respectiv Based

e

 

515
 

 

Ss. Lender Relationshi Tenor Intere Security Date Details of Type Amoun Amount
No. p of lender ofloan st rate on any of t outstandi
with the which default/ facilit sanctio ng as on
borrower, facility reschedul y ned February
if any availed ing/ « 28, 2022
moratori million) &
um that million)
have been
availed
principal
s
7 Axis N.A. 12 0.45% Lien Decem NA. Over 150.00 -
Bank months above marked ber 19, Draft/
Limited on fixed 2019 Fund
fixed deposit Based
deposi in favour
t of bank
Intere
st
Rate
8 Axis NA. 48 1Year Hypothe October NA. Term 1,500.0 581.25
Bank months MCL cation on 31, Loan/ 0
Limited R+ the asset 2020 Fund
0.10% and fixed Based
deposit
9 Kotak N.A. 35 9.01% Hypothe July 17, NA. Vehicle 56.61 6.49
Mahindr months to cation on 2019 loan
a Bank 9.55% vehicle
Limited
10. Kotak N.A. 37 7.12% Hypothe Decem NA. Vehicle 96.49 94.52
Mahindr months cationon ber 31, loan
a Bank vehicle 2021
Limited
1 ICICI N.A. 35 8.90% Hypothe June NA. Vehicle 43.53 7.00
Bank months cation on 18, loan
Limited vehicle 2019
12. Axis NA. 35 8.91% Hypothe July 5, NA. Vehicle 38.37 6.15
Bank months cation on 2019 loan
Limited vehicle
13 Axis NA. 35 8.86% Hypothe Septem NA. Vehicle 42.64 8.11
Bank months cationon ber 23, loan
Limited vehicle 2019
14 Axis NA. 35 7.40% Hypothe March NA. Vehicle 2.87 2.28
Bank months cationon —-26, loan
Limited vehicle 2021
15 HDFC NA. 35 9.26% Hypothe July 15, NA. Vehicle 20.82 3.33,
Bank months cation on. 2019 Joan
Limited vehicle
16 HDFC N.A. 35 9.26% Hypothe August N.A. Vehicle 85.29 16.26
Bank months cation on 12, Joan
Limited vehicle 2019
17 HDFC N.A. 35 8.71% Hypothe Decem N.A. Vehicle 86.47 26.98
Bank months cationon ber 21, Joan
Limited vehicle 2019
18 HDFC NA. 35 8.71% Hypothe June NA. Vehicle 77.62 37.93
Bank months cation on 1. loan
Limited vehicle 2020
19 HDFC NA. 35 8.71% Hypothe Novem NA. Vehicle 2.85 1.72
Bank months cationon ber 23, loan
Limited vehicle 2020
20 HDFC NA. 35 7.41% Hypothe June NA. Vehicle 18.17 14.36
Bank months cation on 11, loan
Limited vehicle 2021
21 IndusIn N.A. 12 0.30% Lien January NA. Over 100.00 -
d Bank months spread = marked 13, Draft/
Limited above _ fixed 2021

 

516
 

 

Ss. Lender Relationshi Tenor Intere Security Date Details of Type Amoun Amount
No. p of lender ofloan st rate on any of t outstandi
with the which default/ facilit sanctio ng as on
borrower, facility reschedul y ned February
if any availed ing/ « 28, 2022
moratori million) &
um that million)
have been
availed
the deposit Fund
fixed in favour Based
deposi of bank
t
interes
trate
22 State N.A. 12 1% Lien Decem NA. Over 9.00
Bankof months above marked ber 2, Draft/
India on fixed 2020 Fund
fixed deposit Based
deposi in favour
t of bank
interes
trate
23 ICICI N.A. 12 0.50% Lien Februar NA. Over 10.00 -
Bank months above marked y 15, Draft/
Limited on fixed 2021 Fund
fixed deposit Based
deposi in favour
t of bank
interes
trate
24 Axis N.A. 36 7.35% Hypothe July 26, NA. Vehicle 139.14 118.75
Bank months cation on 2021 loan
Limited vehicle
25 Axis NA. 36 7.35% Hypothe Septem NA. Vehicle 142.95 129.37
Bank months cationon ber 23, Joan
Limited vehicle 2021
26 Axis NA. 36 7.35% Hypothe Septem NA. Vehicle 13.73 12.42
Bank months cationon ber 23, loan
Limited vehicle 2021
27 HDFC N.A. 35 7.41% Hypothe August NA. Vehicle 7717 67.13
Bank months cation on 30, loan
Limited vehicle 2021
28 HDFC NA. 37 6.51% Hypothe October NA. Vehicle 174.64 161.74
Bank months cation on 26, loan
Limited vehicle 2021
29 HDFC N.A. 37 6.51% Hypothe Novem NA. Vehicle 48.68 46.29
Bank months cation on ber 30, loan
Limited vehicle 2021
30 Kotak NA. Repaya 5.00% Lien Novem NA. Over 500.00 -
Mahindr ble on marked ber 1, Draft/
a Bank demand fixed 2021 Fund
Limited deposit Based
in favour
of bank
31 Kotak NA. 37 7.01% Hypothe Februar NA. Vehicle 48.68 48.68
Mahindr months cation on y3, Joan
a Bank vehicle 2022
Limited
32 HDFC NA. 3. 8.00% Loan Februar NA. Loan 500.00 -
Bank months against y3, against
Limited security 2022 security

 

517
 

 

Ss. Lender Relationshi Tenor Intere Security Date Details of Type Amoun Amount
No. p of lender ofloan st rate on any of t outstandi
with the which default/ facilit sanctio ng as on
borrower, facility reschedul y ned February
if any availed ing/ & 28, 2022
moratori million)
um that million)
have been
availed
BORROWER: SPOTON LOGISTICS PRIVATE LIMITED
33 HDFC NA. 60 1% Current January NA. Term 88.66 88.66
Bank months MCL asset, 12, Loan
Limited Rt movable 2021
0.25% asset,
: plant &
presen machiner
tly y
7.50%
34 Axis NA. 60 7.40% Current Decem NA. Term 40.00 37.72
Bank months asset, ber 22, Loan
Limited movable 2020
asset,
plant &
machiner
y
35 HDFC NA. 12 8.40% Current August NA. Workin. 500.00 208.54
Bank months asset, 14, g
Limited movable 2019 Capital
asset, Demand
plant & Loan/
machiner Cash
y Credit
Facility
36 Axis N.A. 12 8.45% Current Decem NA. Workin 400.00 51.66
Bank months asset, ber 21, g
Limited movable 2019 Capital
asset, Demand
plant & Loan/
machiner Cash
y Credit
Facility
37. America N.A. 45 days NA N.A. NA NA. Fleet 5.00 0.93
n card/
Express Corpora
Banking te card
Corpora
tion
BORROWER: SPOTON SUPPLY CHAIN SOLUTIONS PRIVATE LIMITED
38.  HDFC N.A. 12 9.00% Current October N.A. Workin 60.00 42.90
Bank months asset, 7, 2020 g
Limited movable Capital
assets, Demand
plant & Loan/
machiner Cash
y Credit
Facility

 

We have obtained the necessary consents required under the relevant loan documentation for undertaking
activities in relation to the Offer. For further details of financial and other covenants required to be complied with
in relation to our borrowings, see “Risk Factors — An inability to comply with repayment and other covenants
in our financing agreements may lead to, among others, accelerated repayment schedules and enforcement of
security, which may adversely affect our business, results of operations, financial condition, cash flows and
credit rating” on page 70.

518
CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalisation as at December 31, 2021, derived from our Restated
Financial Statements, and as adjusted for the Offer. This table should be read in conjunction with the sections

titled “Management’s Discu:

 

sion and Analysis of Financial Condition and Results of Operations”, “Restated

 

Financial Statements” and “Risk Factors” on pages 520, 278 and 34, respectively.

(in million)

 

 

Pre-Offer as at As adjusted for the Offer
Particulars December 31, 2021

Borrowings

Current borrowings (1) 2,702.53 2,702.53
Non-current borrowings (II)* 1,005.28 1,005.28
Total Borrowings (I) + (II) = (A)* 3,707.81 3,707.81
Equity

Equity Share Capital” 216.68 724,52
Instruments entirely equity in nature” 425.02 -
Other equity” 59,156.77 99,074.62
Total Equity (B) 59,798.47 99,799.14
Capitalisation (A) + (B) 63,506.28 103,506.95,
Non-current borrowings/equity ratio (C=I1/B) 0.02 0.01
Total borrowings/equity ratio (D=A/B) 0.06 0.04

 

“These terms shalll carry the meaning as per Schedule IIT of the Companies Act.

Notes:

1.

2

The corresponding post-Offer capitalization data for each of the amounts given in the above table is not determinable at this stage pending
the completion of the Book Building process and hence the same have not been provided in the above statement.

Our Board at its meeting held on November 30, 2021 had considered and approved the issuance of 20,914,500 Equity Shares, at a
premium of 2355.55 each to FedEx Express Transportation and Supply Chain Services (India) Private Limited ("FedEx"). On December
8, 2021, FedEx accepted the private placement offer letter issued in form PAS-4 and accorded its consent to subscribe to the Equity
Shares. Our Company has received the necessary subscription amount 27,457.06 million (including premium) towards subscription of
the Equity Shares. Our Company has allotted 20,914,500 Equity Shares to FedEx Express Transportation and Supply Chain Services
(India) Private Limited, pursuant to a resolution passed by our Board on December 8, 2021.

Subsequent to December 31, 2021, our Company converted all its outstanding Series B Preference Shares, Series C Preference Shares,
Series D Preference Shares, Series D1 Preference Shares, Series E Preference Shares, Series F Preference Shares, Series H Preference
Shares and Series I Preference Shares into an aggregate 425,004,500 Equity Shares, pursuant to a resolution passed by our Board on
January 13, 2022, Our Company has also allotted an aggregate 421,200 Equity Shares pursuant to resolutions passed by our Board on
January 10, 2022 and an aggregate 259,727 Equity Shares pursuant to resolutions passed by our Board on April 19, 2022, to its employees
pursuant to exercise of stock options granted under the ESOP Schemes. Accordingly, the equity share capital of our Company has
increased after December 31, 2021 and has been considered in the “As Adjusted for the Offer” column above.

The data in the “as adjusted for the Offer" column reflects changes in Equity Share capital and Other Equity only on account of the
proceeds from the Fresh Issue of % 40,000.00 million, out of which @ 82.15 million has been adjusted towards Equity Share capital and
% 39,917.85 million has been adjusted towards Other Equity. Further, the Other Equity amount has not been adjusted for share issue
expenses on account of the Offer. Also please refer to note 3 above for adjustments to the Equity Share capital subsequent to December
31, 2021.

519
MANAGEMENT?’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion is intended to convey the management's perspective on our financial condition and
results of operations for Fiscal 2019, Fiscal 2020 and Fiscal 2021, and for the nine month periods ended
December 31, 2020 and December 31, 2021. Unless otherwise stated or unless context requires otherwise, the
financial information in this section has been derived from the Restated Financial Statements.

Our financial year ends on March 31 of each year. Accordingly, references to “Fiscal 2019”, “Fiscal 2020” and
“Fiscal 2021”, are to the 12-month period ended March 31 of the relevant year.

Ind AS differs in certain respects from, IFRS and U.S. GAAP and other accounting principles with which
prospective investors may be familiar. Please also 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 79. This discussion
contains certain forward-looking statements that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of certain factors, such as the
risks set forth in the chapters entitled “Risk Factors” and “Forward Looking Statements” on pages 34 and 20,
respectively.

Unless otherwise indicated, industry and market data used in this section has been derived from the RedSeer
Report, which has been commissioned and paid by us in connection with the Offer. 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 RedSeer Report
is available at the following web-link: https://www.delhivery.com/investor-relations/material-contracts/.

Overview of Our Business

We were the largest and fastest growing fully-integrated logistics player in India by revenue as of Fiscal 2021,
according to the RedSeer Report, which has been exclusively commissioned and paid for by us in connection with
the Offer. We provide a full-range of logistics services, including express parcel and heavy goods delivery, part-
truckload freight (“PTL”), truckload freight (“TL”), warehousing, supply chain solutions, cross border express
and freight services and supply chain software, along with value added services, such as e-commerce return
services, payment collection and processing, installation and assembly services and fraud detection.

We provided supply chain solutions to a diverse base of 23,113 Active Customers (excluding those serviced by
Spoton) such as e-commerce marketplaces, direct-to-consumer e-tailers and enterprises and SMEs across several
verticals such as FMCG, consumer durables, consumer electronics, lifestyle, retail, automotive and
manufacturing, for the nine months period ended December 31, 2021.

This is achieved through high quality logistics infrastructure and network engineering, a vast network of domestic
and global partners and significant investments in automation, all of which are orchestrated by our self-developed
logistics operating system that is guided in real-time by deep sources of proprietary network and environmental
data. Together, these create powerful, intersecting flywheels that drive strong network synergies within and across
our services and enhance our value proposition to customers.

Our team of 505 engineering, data and product professionals (excluding Spoton), as of December 31, 2021, have
built proprietary technology systems that enable us to offer integrated logistics services to a wide variety of
customers while remaining asset-light and ensuring service quality and efficiency. Our technology stack
orchestrates our network infrastructure and consists of more than 80 applications that encompass all supply chain
processes including order management, warehouse management, transportation management, financial
transactions such as billing and remittance, tracking and supply chain analytics.

We have built a nation-wide network with presence in every state, servicing 17,488 PIN codes during the nine
months period ended December 31, 2021, covering 90.61% of the 19,300 PIN codes in India as of December 31,
2021 (per India Post). Our network infrastructure includes 122 gateways, 21 automated sort centres, 93 fulfilment
centers, 35 collection points, 31 returns processing centers, 244 service centres, 132 intermediate processing
centers and 2,521 direct delivery centres as of December 31, 2021, including Spoton’s 40 gateways and 138
service centres. Together with Spoton, we operated 4,179 delivery points, as of December 31, 2021. Our self-
delivery network is augmented by 1,209 partner locations that expand our reach, provide critical flexible capacity
and redundancy and Spoton’s service centres are augmented by 205 additional locations operated by business
associates.

520
We have an asset light business model wherein we extend our logistics ecosystem by enabling network partners,
such as franchisees, retail partners and delivery agents, to onboard their physical assets and resources and
participate in our platform. We have also expanded internationally by establishing a reciprocal partnership with
Aramex and a strategic alliance with FedEx, both global express leaders, for customs clearance, pickup and
delivery services. We entered into an alliance with Aramex in March 2019, expanding our coverage in the Middle
East and North Africa, and providing reciprocal access to Aramex customers to our India network. In July 2021,
we executed an agreement to facilitate a strategic alliance with FedEx, targeted principally at expanding our
coverage in the North American, European, Australian and Asian markets. This agreement became effective on
December 5, 2021. In August 2021, we acquired Spoton Logistics Private Ltd (“Spoton”), an express PTL freight
service provider in India, to further build scale in our PTL freight services business. Spoton delivered 758,730
tonnes and 683,999 tonnes of freight in Fiscal 2021 and the nine months period ended December 31, 2021,
respectively, and has a network presence across 13,087 PIN codes with 2.85 million sq. ft. of infrastructure as of
December 31, 2021. As per the RedSeer Report, which has been exclusively commissioned and paid for by us in
connection with the Offer, following our acquisition of Spoton, we became the third largest PTL freight player in
India in terms of revenue as of Fiscal 2021, with a market share share of approximately 8.3% of the organized
PTL market in India.

In Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine month periods ended December 31, 2020 and December 31,
2021, we generated revenue from contracts with customers of 216,538.97 million, ¥27,805.75 million, 236,465.27
million, 226,438.66 million and 248,105.30 million, respectively, and restated loss for the year/period of
217,833.04 million, 22,689.26 million, 24,157.43 million, 22,974.92 million and 28,911.39 million, respectively.

For more details on our business, see “Our Business” on page 212.

Our Business Model

The integration of our technology platform with our physical network and its operations enables us to provide a
full suite of supply chain solutions to a wide range of customers. Our logistics platform, data intelligence and
automation, enable our network to be seamlessly interoperable and share infrastructure and operational capacity
across business lines. This also enables us to provide e-commerce-like turnaround times to traditional part-
truckload shippers. The following schematic depicts our overall service map:

 

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Asset-light business model

We have built an asset-light business model that enables us to scale up volumes rapidly, with lower fixed costs
and greater flexibility. While we design and control our most critical network nodes (gateways, fulfilment centres
and line haul), our network partners play a significant role in our other operations — pickup, fleet and last-mile
delivery. This enables us to maintain control over operational quality metrics and improve overall network
performance.

We lease our network infrastructure and a majority of the vehicles operating in our network, while also partnering
with network partners who provide vehicles for use in tandem with the provision of pickup and delivery services.

521
As on December 31, 2021, we operated over 17.12 million square feet of leased infrastructure (including Spoton)
and partnered with over 11,000 contractors and network partners who provide pickup and delivery services and
truckload capacity. In addition, our network partners are supported by our technology systems, empowering them
to grow their business by offering multiple Delhivery services in their catchment areas. For example, partners in
our Constellation program extend our last mile reach and use their local market knowledge to autonomously offer
express parcel, part-truckload freight and cross-border express and freight services to SME and retail customers
in their catchment areas, backed by our nationwide network, operational and technology capabilities and service
precision.

Our ability to forge mutually beneficial partnerships and enter into strategic alliances with large international
players such as Aramex and FedEx, has also enabled us to further expand our reach outside India by leveraging
their global networks.

Revenue

We derive revenue through various integrated logistics service offerings to our customers, such as express parcel
services, PTL services, TL services, supply chain services and cross-border services.

Our revenue is primarily driven by the following factors: (i) volume of shipments; (ii) weight and dimension of
shipments; (iii) travel distance of shipments; (iv) mode of transportation of shipments, such as ground or air
transport; (v) payment mode of consignment, such as pre-payment by the end recipient or payment-on-delivery
which is subject to an additional charge; (vi) duration of time that the shipment is stored at our warehouses and
(vii) type of customer.

Express Parcel

Express parcel is our largest individual service offering in terms of revenue. Revenue from express parcel services
contributed 83.02%, 69.37%, 69.94%, 71.22% and 61.51% of our total revenue from contracts with customers in
Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine month periods ended December 31, 2020 and December 31,
2021, respectively. Our express parcel services are priced based on the weight and dimension of the parcel, travel
distance and payment method by the end-recipient, with additional charges levied for returns.

Part Truck Load Services (PTL Services)

We operate PTL freight services, along with express parcel services, on a common gateway and line haul
infrastructure. Revenue from part truck load services was 8.48%, 8.30%, 10.53%, 10.48% and 17.96% of our total
revenue from contracts with customers in Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine months period ended
December 31, 2020 and December 31, 2021, respectively. Our pricing varies based on total weight of the shipment
and the distance travelled by the shipment with variations on specific lanes and additional charges for value-added
services such as insurance, freight on delivery or pick-up and cash collection fees.

Truck Load Services (TL Services)

Our TL freight service offering follows a freight exchange model, whereby customers can opt for a contracted
rate or a spot rate. Pricing for TL services varies based on the type of truck needed to meet the shippers’ freight
requirement and travel distance, with additional charges for detention. TL pricing is affected by seasonal demand
patterns, which affect the availability of specific truck types, and the directionality of the freight. We also provide
ancillary services such as the loading and unloading of freight through our transportation partners, for which we
levy additional charges.

Our revenue from truck load services was 13.16%, 5.87%, 5.02% and 3.85% of our total revenue from contracts
with customers in Fiscal 2020, Fiscal 2021 and the nine month periods ended December 31, 2020 and December
31, 2021, respectively. We began offering our TL freight services in Fiscal 2020. Our TL freight service business
generally has high working capital requirements. During Fiscal 2021 and the nine months period ended December
31, 2021, we strategically reduced the TL freight service business in order to manage our working capital
requirements to address the COVID-19 impact on us and our customers. We continue to strengthen our technology
services and improve the customer experience and our value proposition in TL freight services.

Supply Chain Services

We provide supply chain solutions that leverage the full suite of our integrated logistics services, technology and
data science capabilities to deliver an end-to-end service. Supply chain services include both warehousing and

522
transportation services. The fee charged to a customer is typically the sum of the fees charged for warehousing
and transportation (Express, PTL and TL) services. Warehousing service fees are based on a fixed storage fee and
a variable order processing fee, while the transportation fee is charged per unit. We also engage with certain
customers to offer variable pricing models. The modularity of our technology stack enables us to unbundle this
service and offer standalone warehousing solutions as well. Our enterprise customers typically enter into long-
term contracts for supply chain services.

Our revenue from supply chain services was 7.98%, 7.73%, 10.70%, 10.22% and 7.29% of our total revenue from
contracts with customers in Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine month periods ended December
31, 2020 and December 31, 2021, respectively.

Cross Border Services

We provide door-to-door and port-to-port express parcel and air-cargo shipping services to customers from India
to the rest of the world or from other countries to India. Our prices are based on the specific lane, which depends
on the origin and destination countries of the shipment, size and weight of the shipment, value of the shipment,
insurance and custom clearance charges. Our revenue from cross-border services was 0.52%, 1.24%, 2.64%,
2.72% and 5.48% of our total revenue from contracts with customers in Fiscal 2019, Fiscal 2020, Fiscal 2021 and
the nine months period ended December 31, 2020 and December 31, 2021, respectively. Revenue from cross-
border services as a percentage of our revenue from contracts with customers increased significantly from Fiscal
2021 to the nine months period ended December 31, 2021 as a result of a few large contracts to import medical
equipment into India during the COVID-19 pandemic.

Sale of Goods

A small portion of our total revenue from contracts with customers is from sale of traded goods. Our revenue from
sale of traded goods in Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine month periods ended December 31,
2020 and December 31, 2021, was nil, 257.50 million, 7110.89 million, 88.14 million and 21,874.74 million,
respectively, or nil, 0.21%, 0.30%, 0.33%, and 3.90% of our total revenue from contracts with customers for such
period, respectively. This revenue increased significantly for the nine month periods ended December 31, 2021.
Such revenue from sale of traded goods has historically corresponded primarily to revenue from distribution of
certain FMCG products for a customer, a business activity which has currently been discontinued. In addition,
during the nine months period ended December 31, 2021, we also had a one-off increase in revenue pertaining to
import of medical equipment into India during the COVID-19 pandemic on the basis of back-to-back
arrangements with certain customers.

Expenses

Our major expenses include (i) freight, handling and servicing cost, (ii) employee benefit expense, (iii)
depreciation and amortisation expense, (iv) finance costs and (v) other expenses.

Freight, handling and servicing cost, which is our largest expense, comprises line haul expenses, vehicle rental
expenses, contractual manpower expenses and certain other expenses. Our line haul expenses and vehicle rental
expenses include vehicle rental costs, fuel costs, driver salaries, tolls and maintenance costs for surface transport
and cost of air transportation. Freight, handling and servicing cost as a percentage of our revenue from contracts
with customers increased from 75.62% in Fiscal 2019 to 78.54% in Fiscal 2020 and decreased to 76.18% in Fiscal
2021. It decreased from 76.62% for the nine months period ended December 31, 2020 to 72.31% for the nine
months period ended December 31, 2021. As part of our asset-light model, we rent most of the trucks used in our
line haul operations from network partners. For the nine months period ended December 31, 2021, 99.52% of our
trucks and other transportation vehicles were hired from third-party fleet partners. The majority of our contracts
for service offerings other than express parcel and certain large contracts for express parcel include a fuel price
hike clause, which is linked to the price of diesel. Line haul expenses as a percentage of our revenue from contracts
with customers increased from 28.34% in Fiscal 2019 to 39.30% in Fiscal 2020 and decreased to 36.41% in Fiscal
2021. It decreased from 35.74% for the nine months period ended December 31, 2020 to 34.79% for the nine
months period ended December 31, 2021. Vehicle rental expenses as a percentage of our revenue from contracts
with customers was 16.28% in Fiscal 2019, 15.20% in Fiscal 2020, 18.65% in Fiscal 2021, 18.31% for the nine
months period ended December 31, 2020 and 19.45% for the nine months period ended December 31, 2021.
Contractual manpower expenses as a percentage of our revenue from contracts with customers decreased from
17.07% in Fiscal 2019 to 14.49% in Fiscal 2020 and to 12.97% in Fiscal 2021. It decreased from 13.70% for the
nine months period ended December 31, 2020 to 11.00% for the nine months period ended December 31, 2021.

523
Employee benefit expense constitutes another significant portion of our expenses. This includes salaries,
incentives and share-based compensation that we pay to our permanent employees. As of December 31, 2021,
excluding Spoton, we had 15,392 permanent employees worldwide, while Spoton had 1,831 permanent employees
worldwide. Employee benefits expenses as a percentage of our revenue from contracts with customers were
20.84% in Fiscal 2019, 17.65% in Fiscal 2020, 16.75% in Fiscal 2021, 16.60% for the nine months period ended
December 31, 2020 and 20.22% for the nine months period ended December 31, 2021. Employee benefits
expenses other than share based payment expenses as a percentage of our revenue from contracts with customers
were 18.54% in Fiscal 2019, 15.90% in Fiscal 2020, 14.77% in Fiscal 2021, 15.01% for the nine months period
ended December 31, 2020 and 15.71% for the nine months period ended December 31, 2021. Employee benefits
expenses for the nine months period ended December 31, 2021 included a one-time bonus payment of 21,784.00
million to eligible employees. The salaries and benefits that we provide are determined by various factors such as
supply and demand in micro sectors, attrition levels, level of expertise, customisation and productivity required
for a particular activity and labour laws and regulations.

Our depreciation and amortisation expenses primarily include depreciation expenses on tangible assets used in
our various logistics facilities and offices, depreciation on right of use assets such as leases for our various logistics
facilities and amortisation of intangible assets such as software, trademarks and goodwill arising from
acquisitions. Our depreciation and amortisation expenses as a percentage of our revenue from contracts with
customers were 10.28% in Fiscal 2019, 9.19% in Fiscal 2020, 9.72% in Fiscal 2021, 9.63% for the nine months
period ended December 31, 2020 and 8.07% for the nine months period ended December 31, 2021.

Our finance costs primarily include interest and charges on our borrowings and interest on lease liabilities such
as leases for our various logistics facilities. Finance costs as a percentage of our revenue from contracts with
customers was 2.17% in Fiscal 2019, 1.77% in Fiscal 2020, 2.43% in Fiscal 2021, 2.42% for the nine months
period ended December 31, 2020 and 1.58% for the nine months period ended December 31, 2021.

Our other expenses primarily include software and technology expense, allowances for doubtful debts, cash
management service charges, payment gateway charges, legal and professional fees, housekeeping expenses, and
repair and maintenance expenses. Other expenses as a percentage of our revenue from contracts with customers
was 11.87% in Fiscal 2019, 9.79% in Fiscal 2020, 9.90% in Fiscal 2021, 10.28% for the nine months period ended
December 31, 2020 and 8.78% for the nine months period ended December 31, 2021.

We had a non-cash fair value loss on financial liabilities at fair value through profit or loss of 714,806.64 million,
nil, 891.95 million, nil and 22,997.39 million in Fiscal 2019, Fiscal 2020, Fiscal 2021 and nine months period
ended December 31, 2020 and nine months period ended December 31, 2021, respectively. These obligations did
not affect our cash flow in Fiscal 2019, Fiscal 2020, Fiscal 2021 or the nine months period ended December 31,
2020 and 2021. The non-cash fair value loss in Fiscal 2019 relates to an increase in the fair market value of our
buyback obligations for certain CCCPS as per the terms of these CCCPS, in accordance with Ind AS 109
accounting standards. The terms of these CCCPS were modified in Fiscal 2019, following which the buyback
obligations were no longer applicable, resulting in no fair value losses in Fiscal 2020. The non-cash fair value loss
in Fiscal 2021 and the nine months period ended December 31, 2021 was due to an increase in fair market value
of Series G CCCPS as per the terms of these CCCPS in accordance with Ind AS 109 accounting standards.

Principal Factors Affecting our Financial Condition and Results of Operations

The following describes certain factors that have had, and we expect will continue to have, a significant effect on
our financial condition and results of operations.

Growth of India’s economy and evolving consumption and distribution patterns

Demand for our services has benefited from the growth of India’s GDP and the e-commerce industry in particular.
According to the RedSeer Report, which has been exclusively commissioned and paid for by us in connection
with the Offer, India experienced annualized GDP growth of more than 7% between 2015 and 2019, and India’s
annual real GDP growth rate is projected at approximately 9% between 2020 and 2025. Demand for our services
is correlated with India’s consumption growth, which will be driven by its young population, growing middle-
income segment, availability of low-cost smartphones and low-cost, reliable internet. These trends are expected
to result in India’s online shoppers increasing from approximately 160 million in Fiscal 2021 to 330-350 million
by Fiscal 2026, driving growth of sectors such as e-commerce, D2C and social commerce, as per the RedSeer
Report, which has been exclusively commissioned and paid for by us in connection with the Offer. The D2C and
social commerce segments are expected to witness 6-10 times growth in annual shipment volumes between Fiscal
2021 and Fiscal 2026, which will further drive demand for our services. The e-commerce industry in India grew

524
at a CAGR of 31% between Fiscal 2018 and Fiscal 2020, and is estimated to further grow at a CAGR of 30-33%
from Fiscal 2020 to Fiscal 2026, as per the RedSeer Report, which has been exclusively commissioned and paid
for by us in connection with the Offer.

In addition, supply chains have become increasingly complex due to the evolving consumption patterns and
changing distribution patterns as a result of regulatory changes, such as those relating to GST. This has increased
demand from enterprise customers for end-to-end supply chain services.

Volume and mix of services

Volume of shipments is the key driver of revenue in each of our service offerings. The other characteristics of
shipments such as weight or dimension, travel distance, mode of transportation, payment method, storage duration
at our warehouses and nature of the customer have a significant impact on pricing and therefore on our revenues
and results of operation.

We experience seasonality in our express parcel volumes correlating to the seasonality patterns associated with e-
commerce in India. For example, our customers generally hold special promotional campaigns during the Diwali
festive period and other holidays in India from August to November every year. We typically observe peaks in
shipment volumes immediately following these campaigns which typically results in our third fiscal quarter being
the highest revenue quarter during the fiscal year. Our other service offerings do not experience significant
seasonality.

During the three months ended March 31, 2020 and June 30, 2020, our shipment volumes across our service
offerings were impacted due to the government-mandated nation-wide lock-down and restrictions on inter-state
movement in response to the COVID-19 pandemic, including restrictions on the transportation of non-essential
goods. However, with the phased relaxation of lock-downs during the three months ended September 30, 2020
and December 31, 2020, our shipment volumes recovered strongly. We were able to continue providing our
services throughout the lock-down due to (i) our technology systems and data intelligence, which enabled us to
differentiate between essential and non-essential goods and the restrictions in place in each zone, (ii) the level of
automation of our facilities, particularly our sorters, which reduced our reliance on manpower, and (iii) our
network architecture which is designed to perform under large volume fluctuations.

In Fiscal 2021 and the nine months period ended December 31, 2021, while the second wave of the COVID-19
pandemic further induced restrictions on mobility, albeit with fewer restrictions than during the first wave of the
pandemic, we were able to continue our operations with fewer disruptions to business volumes.

Our quarterly express parcel shipment volumes are as shown in the exhibit below:

Express Parcel Shipments - Quarterly

(a milions) 169.65

135.17
0445 snes 101.69
73.47 72.64 as
55.141 52.60
7 a Hl i = []

Qt FY2020 Q2FY2020  Q3FY2020 Q4FY2020 QIFY2021 Q2FY2021 Q3FY2021 Q4FY2@21 GIFY2022 a2FY2022 a3 FY2022

Express parcel shipment volumes decreased from 73.47 million parcels in the three months ended December 31,
2019 to 52.60 million parcels in the three months ended March 31, 2020 and 40.18 million parcels in the three
months ended June 30, 2020 on account of restrictions due to COVID-19. Post relaxation of COVID-19 related
restrictions, express parcel shipment volumes increased to 72.64 million parcels in the three months ended
September 30, 2020 and further increased to 94.45 million parcels in the three months ended December 31, 2020
due to seasonal peaks in demand, partly attributable to our customers’ special promotional campaigns. Express
parcel shipment volumes decreased slightly to 81.93 million parcels in the three months ended March 31, 2021 as
compared to the three months ended December 31, 2020 as a result of seasonal fluctuations in customer demand
and the tightening of COVID-19-related restrictions. Since then, express parcel shipment volumes have grown to
101.69 million parcels and 169.65 million parcels in the three months ended June 30, 2021 and December 31,
2021, respectively.

525
Our quarterly PTL freight tonnage volumes are as shown in the exhibit below:

PTL Freight Tonnage - Quarterly

(n‘000 Tonnes)

138.27 157.29 175.26
106.25

4230 58.24 65.99 76.87 55.99 85.33 9427 iil mm
mee ee es |_|

Q1FY2020 Q2FY2020 Q3FY2020 Q4FY2020 QIFY2021 Q2FY2021 Q3FY2021 Q4FY2021 QIFY2022 Q2FY2022 Q3FY2022

PTL freight tonnage volumes decreased from 76,873 tonnes in the three months ended March 31, 2020 to 55,987
tonnes in the three months ended June 30, 2020 on account of restrictions due to COVID-19. The easing of the
lockdowns led to the recovery of PTL freight tonnage in the three months ended September 30, 2020 and
December 31, 2020. PTL volumes were also impacted during the three months ended June 30, 2021, on account
of new lock-downs imposed during the second wave of COVID-19. Following the relaxation of COVID-19
restrictions, and as economic activity resumed, PTL volumes increased to 175,258 tonnes in the three months
ended December 31, 2021.

We acquired Spoton in August 2021. Spoton’s quarterly PTL freight tonnage volumes are shown in the exhibit
below:

Spoton Freight Tonnage - Quarterly

(in 000 Tonnes)
7.
aa 24.80 250.70 244.08 re
“ 172.54
= a BS
a1 Fy2021 a2 Fy2021 03 FY2021 Qs Fy2021 a FY2022 2 FY2022 3 FY2022

Expansion of our relationships with existing customers

We served a diverse base of 23,113 Active Customers (excluding those serviced by Spoton) across e-commerce,
consumer durables, electronics, lifestyle, FMCG, industrial goods, automotive, healthcare and retail, for the nine
months period ended December 31, 2021. As of December 31, 2021, this customer base included most of the key
e-commerce players in India and over 750 D2C brands. In addition, Spoton offers PTL freight services to 5,533
Active Customers across industry verticals. Several of our customers used more than one of our service offerings,
with 58.13% of our revenue for the nine months period ended December 31, 2021 coming from customers who.
had used at least two of our services.

Our service quality, reach and efficiency, coupled with deep integration with customers’ ERP systems and
business processes have led to high customer retention rates. For the nine months ended December 31, 2021,
64.97% of our revenues were from customers who have been transacting with us for over 3 years. Our customers
have also steadily increased the volume of business they undertake with us over time.

Our aim is to meet our customers’ requirements for overall, rather than mono-line, supply chain reliability and
efficiency. We provide a full-range of integrated logistics services, along with value added services which enable
us to cross-sell our services to existing customers. We believe this approach helps us in achieving a higher share
of customer wallet and high customer retention. We intend to continue to expand wallet share with existing
customers by designing customised and integrated supply chain solutions for their specific needs and industries
and introducing best practices from our experiences with customers.

In addition, we intend to increase our penetration in new industries, such as healthcare, distribution and
agriculture, among others. We also intend to launch new services and capabilities such as traditional non-express
PTL freight, domestic air-freight, intra-city distribution and temperature-controlled logistics to expand our value
proposition to existing and new customers. For example, in June 2021, we launched Delhivery Direct, which
enables individual customers to ship parcels from their homes.

526
Cost-effectiveness of our business

Our profitability depends on the cost-effectiveness of our integrated platform. In order to maintain the
competitiveness of our services and enhance our profit margins, we must continuously control our costs and
improve our operating efficiency.

Our proprietary technology and data capabilities enable us to (i) achieve scale, which drives operating leverage,
(ii) design, engineer and orchestrate our network in a manner that results in operational efficiency and (iii) offer
integrated service offerings that facilitate cost-sharing. This has resulted in the cost-effectiveness of our operations
and improvements in our profitability.

Scale and operating leverage

Our network structure, quality of engineering and technology and data intelligence capabilities have enabled us
to establish scale in the majority of our service offerings and ensure synergies across service offerings. Our ability
to build mono-line scale and exploit cross-line synergies allows us to share efficiency gains with our customers,
such as through the lowering of price per parcel over the years, thereby reducing our customers’ supply chain
costs and allowing them to benefit from each other through our platform. This has created significant defensibility
in our wallet share, while also improving our profitability.

We have significant operating leverage in our operations, and as the scale of our business grows further, we expect
to improve our profitability. For example, our revenue from contracts with customers improved from 216,538.97
million in Fiscal 2019 to 36,465.27 million in Fiscal 2021 and 248,105.30 million for the nine months period
ended December 31, 2021, while during the same period, (i) our other expenses as a percentage of our revenue
from contracts with customers reduced from 11.87% in Fiscal 2019 to 9.90% in Fiscal 2021 and 8.78% for the
nine months period ended December 31, 2021, and (ii) our employee benefit expense (excluding a one-time
payment for the nine months ended December 31, 2021) as a percentage of our revenue from contracts with
customers reduced from 20.84% in Fiscal 2019 to 16.75% in Fiscal 2021 and to 16.51% for the nine months period
ended December 31, 2021, and (iii) our fair value loss on financial liabilities at fair value through profit or loss
decreased from 89.53% in Fiscal 2019 to 0.25% in Fiscal 2021 and increased to 6.23% in nine months period
ended December 31, 2021. As a result, as a percentage of our revenue from contracts with customers, our restated
losses improved from 107.82% in Fiscal 2019 to 11.40% in Fiscal 2021, then increased to 18.52% in nine months
period ended December 31, 2021. Our total income increased from 216,948.74 million in Fiscal 2019 to
29,886.29 million in Fiscal 2020 and to 38,382.91 million in Fiscal 2021, and to 749,114.06 million for the nine
months period ended December 31, 2021. Our fair value loss on financial liabilities at fair value through profit or
loss as a percentage of revenue from contract with customers was 89.53%, nil, 0.25%, nil, and 6.23% in Fiscal
2019, Fiscal 2020, Fiscal 2021 and the nine months period ended December 31, 2020 and December 31, 2021,
respectively. Our profit/(loss) after tax margin improved from (105.22)% in Fiscal 2019 to (9.00)% in Fiscal 2020
and decreased slightly to (10.83)% in Fiscal 2021 and to (18.14)% in the nine months period ended December 31,
2021. Our EBITDA margin improved from (8.29)% in Fiscal 2019 to (6.19)% in Fiscal 2020 and to (2.75)% in
Fiscal 2021, while declining to (4.82)% in the nine months period ended December 31, 2021. Our Adjusted
EBITDA margin has improved from (11.35)% in Fiscal 2019 to (6.95)% in Fiscal 2021 and (0.72)% for the nine
months period ended December 31, 2021. This was partially offset by continued investments in our platform due
to the rapidly increasing demand for our services and disruptions caused by COVID-19 in the six months period
ended September 30, 2021. Share based payment expenses corresponding to ESOPs are excluded from Adjusted
EBITDA calculation. For the computation of EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA.
margin and profit/(loss) after tax margin, please refer to “Other Financial Information” on page 510. We granted
7,032,500, 5,212,400, 11,742,700 and 22,220,370 ESOPs to our employees during Fiscal 2019, Fiscal 2020, Fiscal
2021 and the nine months period ended December 31, 2021, and 805,879 options thereafter until the date of this
Prospectus. In accordance with Ind AS 102 Share Based Payments, the cost of ESOPs is recognised as share based
payment expenses in the profit and loss statement together with a corresponding increase in share-based payment
reserves in equity, over the vesting period of these ESOPs. Please see “Management's Discussion and Analysis
of Financial Condition and Results of Operations — Non GAAP Financial Measures — Adjusted EBITDA and
Adjusted EBITDA Margin” on page 544 for more details.”

  

Network design and engineering

The design, engineering and orchestration of our infrastructure and network significantly contribute towards
optimising the key costs in our business, such as cost of transportation, cost of manpower and cost of real estate.
Our network operates as a dense, dynamic mesh, making it agile and efficient in responding to changes in volumes,
shipment profiles and environmental conditions. The mesh structure allows us to reduce overall touchpoints in

527
the journey of shipments through the network, while also allowing us to utilise multiple feasible trans-shipment
paths in periods of volatility.

We use data intelligence to design our network by identifying optimal facility locations and size and optimal
shipment routing paths. This reduces handling, improves precision and optimises travel distance, resulting in
lower cost per shipment. We have used machine learning extensively to build tools such as intelligent geo-
location, load aggregation, ETA prediction, product identification and fraud detection that enable us to execute
operations with greater precision, which further contributes to cost reduction.

We also deploy significant automation to improve efficiency, precision and utilisation, which further enables us
to reduce our cost of operations. We have developed in-house capabilities in design and deployment of automation
and hardware for shipment sortation, box/ bag sortation, and weighing and dimensioning. These automated
systems are fully integrated with our logistics operating system, thereby reducing human intervention and
improving productivity of our operational teams.

Integration

The integrated service offerings allow us to leverage network and infrastructure synergies, reduce our dependence
on any single business line and also reduce the effect of cyclicality in our customers’ businesses on our operations.
For instance, the more stable volumes from our PTL business help to normalize the fluctuations in shipment
volumes in our express parcel business, which experiences festival and sale-driven volume surge at certain times
of the year. This ultimately leads to lower costs due to our ability to operate with higher fixed capacities and share
infrastructure and operational costs across service offerings.

 

We have adopted various cost-control measures to make our platform more cost-efficient. For example, some of
these measures include the use of more fuel-efficient vehicles to reduce fuel costs, the addition of cost efficient,
high-capacity line-haul trucks to our self-owned fleet to reduce unit transportation costs, the introduction of a TL
platform which sources trips directly from fleet owners and increased deployment of automated equipment at our
facilities to reduce employee costs and increase throughput.

Continued investment in our platform

Investments in our business have a significant impact on our result of operations. Undertaking timely and adequate
investments to improve the scale, efficiency, reliability and automation of our network impacts our ability to
address the growing sophisticated needs of our customers. This, in turn, determines the future growth of our
revenue and cost base and thus impacts our profitability. Our network design and architecture decisions are long
term in nature and involve making investments in our platform in advance of expected growth in volumes.

Key elements of our investments in our platform include:

e Technology investments: We reinforce our innovation capabilities by building sophisticated technology and
data systems and investing in the best engineering talent. We intend to externalise our logistics operating
system and launch new technology and data products for customers and other ecosystem partners in India
and globally and simultaneously improve the scalability, flexibility and robustness of our technology and
data products.

e Infrastructure investments: We invest in the expansion of our operational capabilities, network infrastructure
and capacity across service offerings, and develop and deploy automation equipment and future-ready
hardware solutions in our operations. We will continue to invest in the expansion of our fulfilment network
and in-city micro-fulfilment centres to expand our fulfilment offerings to vertical e-commerce, D2C and
large consumer brand customers.

e People investments: We continuously invest in attracting and retaining top talent across business divisions,
including investing in growing our team of experienced professionals, such as software and hardware
engineers, data scientists, machine learning engineers, machine vision domain experts, product managers
and product designers.

Critical Accounting Policies
Revenue recognition

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the
customer, at an amount that reflects the consideration to which the Company expects to be entitled in exchange

528
for those goods or services. The Company has generally concluded that it is the principal in its revenue
arrangements because it typically controls the goods or services before transferring them to the customers.

Performance obligation

In recognizing revenue from contracts, at contract inception, the Company assesses the goods and services
promised in contracts with customers and identifies various performance obligations to provide distinct goods and
services to the customers. The Company determines the distinct goods and services that represent its primary
performance obligation. The transaction price of goods sold and services rendered is net of variable consideration
on account of various elements, such as discounts offered by the company as part of the contract.

Delivery services
Delivery services include:

Revenue from Express Parcel Services
Revenue from Part Truck Load Services (PTL)
Revenue from Truck Load Services (TL)
Revenue from cross — border services

Revenue from these services are recognised over the period as they are satisfied over the contract term, which
generally represents the transit period including the incomplete trips at the reporting date. The transit period can
vary based upon the method of transport, generally a couple days for over the road, rail, and air transportation, or
several weeks in the case of an ocean shipment. Company also provides certain ancillary logistics services, such
as handling of goods, customs clearance services, etc. The service period for these services is usually for a very
short duration, generally few days or weeks. Hence, revenue from these services is recognised over the service
period as the Company performs the primary obligation of delivery of goods.

Other allied services
Other allied services include revenue from supply chain services.

Revenue from these services is recognised over time as the customer simultaneously avails the benefits of these
services. Hence, the revenue from such services is recognised on a monthly basis, basis the amount fixed as per
the agreements.

The Company collects goods and service tax (“GST”) on behalf of the government and, therefore, it is not an
economic benefit flowing to the Company. Hence, it is excluded from revenue.

Sale of goods

Revenue from sale of goods is recognised at the point in time when control of the asset is transferred to the
customer, generally on delivery of the goods.

We consider whether there are other promises in the contract that are separate performance obligations to which
a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of goods,
we consider the effects of variable consideration, the existence of significant financing components, noncash
consideration, and consideration payable to the customers (if any).

Share based payments

Our employees (including senior executives) receive remuneration in the form of share-based payments, whereby
employees render services as consideration for equity instruments (equity-settled transactions). The cost of equity-
settled transactions is determined by the fair value at the date when the grant is made using an appropriate
valuation model.

That cost is recognised, together with a corresponding increase in share-based payment reserves in equity, over
the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The
cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects
the extent to which the vesting period has expired and our best estimate of the number of equity instruments that
will ultimately vest. The expense or credit in the restated consolidated summary statement of profit and loss for a
period represents the movement in cumulative expense recognised as at the beginning and end of that period and
is recognised in employee benefits expense.

529
Service and non-market performance conditions are not taken into account when determining the grant date fair
value of awards, but the likelihood of the conditions being met is assessed as part of our best estimate of the
number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service requirement,
are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and
lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service
conditions have not been met. Where awards include a market or non-vesting condition, the transactions are
treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the
terms had not been modified, if the original terms of the award are met. An additional expense is recognised for
any modification that increases the total fair value of the share-based payment transaction or is otherwise
beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or
by the counterparty, any remaining element of the fair value of the award is expensed immediately through restated
consolidated summary statement of profit and loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted
earnings per share.

Leases

On initial application of Ind AS 116, the Group has taken the cumulative adjustment to retained earnings and
Lease equalisation reserve, consequently the group discounted using the Group’s incremental borrowing rate at
April 1, 2019 whereas the Group has elected to measure ROU at its carrying amount as if Ind AS 116 had been
applied since the lease commencement date, but discounted using the Group’s incremental borrowing rate at April
1, 2019. Consequently, the Group recorded the lease liability at the present value of the lease payments discounted
at the incremental borrowing rate and the right to use asset at its carrying amount as if Ind AS 116 had been
applied since the commencement date of the lease, but discounted at the lessee’s incremental borrowing rate at
the date of initial application.

For the purpose of preparing restated consolidated summary statements, Ind AS 116 has been applied from April
1, 2018, using the same accounting policy choices (transition options as per Ind AS 116) as adopted on April 1,
2019 for transition to Ind AS 116.

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration.

We as a lessee

We apply a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. We recognise lease liabilities to make lease payments and right-of-use assets representing the
right to use the underlying assets.

i) Right of use assets

We recognise 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 depreciation and accumulated
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes
the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis
over the shorter of the lease term and the estimated useful lives of the assets.

If ownership of the leased asset transfers to the entity at the end of the lease term or the cost reflects the exercise
of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment.
ii) Lease liabilities

At the commencement date of the lease, we recognise lease liabilities 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 incentives receivable, variable lease payments that depend on an index or a rate,

530
and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise
price of a purchase option reasonably certain to be exercised by the entity and payments of penalties for
terminating the lease, if the lease term reflects the Group exercising the option 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 condition that triggers the payment occurs.

In calculating the present value of lease payments, we use its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting
from a change in an index or rate used to determine such lease payments) or a change in the assessment of an
option to purchase the underlying asset.

iii) Short term leases

We apply the short-term lease recognition exemption to our properties (i.e. those leases that have a lease term of
12 months or less from the commencement date and do not contain a purchase option).

Critical Accounting Estimates

The preparation of the restated consolidated financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities
affected in future periods.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are described below. The Company based its assumptions and estimates on parameters
available when the restated consolidated financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes or circumstances arising
that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

Share-based payments

Employees of the Group receive remuneration in the form of share-based payment transactions, whereby
employees render services as consideration for equity instruments (equity-settled transactions). In accordance with
the Ind AS 102 Share Based Payments, the cost of equity-settled transactions is measured using the fair value
method. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting
date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of
equity instruments that will ultimately vest. The expense or credit recognised in the restated consolidated
statement of profit and loss for a period represents the movement in cumulative expense recognised as at the
beginning and end of that period and is recognised in employee benefits expense.

Lease

The lease payments shall include fixed payments, variable lease payments, residual value guarantees and
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to
terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect
interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring
the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed
lease payments.

Loss allowance on trade receivables
The Group uses a provision matrix to calculate expected credit losses (““ECLs”) for trade receivables and contract

assets. The provision rates are based on days past due for groupings of various customer segments that have similar
loss patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of credit and

531.
other forms of credit insurance). The provision matrix is initially based on the Group’s historical observed default
rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking
information. For instance, if forecast economic conditions (i.e., gross domestic product) are expected to materially
deteriorate over the next year which can lead to an increased number of defaults in the manufacturing sector, the
historical default rates are adjusted. At every reporting date, the historical observed default rates are updated and
changes in the forward-looking estimates are analysed. The assessment of the correlation between historical
observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is.
sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss
experience and forecast of economic conditions may also not be representative of customer’s actual default in the
future. The Group considers a financial asset in default when contractual payments are 90 days past due. However,
in certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into
account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows.

Emphasis of Matter

Our Statutory Auditors have included the following Emphasis of Matters:

(a) In the audit report on the Interim Consolidated Financial Statements as of and for the nine months period ended
December 31, 2021, drawing attention to the amortization of goodwill arising from amalgamation of Vankatesh
Pharma Private Limited (““Vankatesh”) and Spoton over a period of five years. The scheme of amalgamation
between Venkatesh and Spoton was approved by NCLT Ahmedabad on November 27, 2019 and the accounting
treatment approved by NCLT Ahmedabad under the scheme overrides the accounting treatment under Ind AS 103
Business Combination and Ind AS 36 Impairment of Assets. IND AS requires acquired goodwill to be tested
annually for impairment and not amortised.

(b) In the examination report on the Restated Financial Statements indicating that their audit report on Interim
Consolidated Ind AS Financial Statements as at and for the nine months ended December 31, 2021 included an
emphasis of matter drawing attention to the amortization of goodwill arising from amalgamation of Vankatesh
Pharma Private Limited and Spoton over a period of five years. The scheme of amalgamation between Vankatesh
and Spoton was approved by NCLT Ahmedabad on November 27, 2019 and the accounting treatment approved
by NCLT Ahmedabad under the Scheme overrides the accounting treatment under Ind AS 103 Business
Combination and Ind AS 36 Impairment of Assets. IND AS requires acquired goodwill to be tested annually for
impairment and not amortised.

(c) In the audit report on the Special Purpose Consolidated Financial Statements as at and for the year ended
March 31, 2021 and the nine month period ended December 31, 2021, drawing attention to the amortization of
goodwill arising from amalgamation of Vankatesh Pharma Private Limited and Spoton over a period of five years.
The scheme of amalgamation between Vankatesh and Spoton was approved by NCLT Ahmedabad on November
27, 2019 and the accounting treatment approved by NCLT Ahmedabad under the Scheme overrides the accounting
treatment under Ind AS 103 Business Combination and Ind AS 36 Impairment of Assets. IND AS requires
acquired goodwill to be tested annually for impairment and not amortised.

(d) In the assurance report on the Pro Forma Financial Statements, drawing attention to the emphasis of matter in
the Special Purpose Consolidated Financial Statements as at and for the year ended March 31, 2021 and the nine
month period ended December 31, 2021, per above.

As per accounting standard rules, we are required to comply with law. Accordingly, the accounting has been done
as per scheme approved vide NCLT order even if such accounting is different than accounting treatment
prescribed under applicable accounting standards. Accordingly, as per applicable auditing standards, the Statutory
Auditors have included the Emphasis of Matters as mentioned above.

Results of Operations

The following table sets forth selected financial data from our restated consolidated statement of profit and loss
for Fiscal 2019, Fiscal 2020 and Fiscal 2021, and the nine months period ended December 31, 2020 and December
31, 2021, the components of which are also expressed as a percentage of revenue from contracts with customers
for such years.

532
 

 

 

 

Nine months period Nine months period
Fiscal 2019 Fiscal 2020 Fiscal 2021 ended December 31, ended December 31,
2020 2021
% of % of % of % of % of
revenue revenue revenue revenue revenue
Gin from from in from Gin from in from
million) contracts contracts million) contracts. million) contracts million) -—_ contracts
with with with with, with,
customers customers customers customers customers
Income
Revenue from
Services 16,538.97 100.00% 27,748.25 99.79% 36,354.38 «99.70% 26,350.52 99.67% 46,230.56 96.10%
Revenue from
Express Parcel
Services 13,730.73 83.02% 19,288.56 69.37% 25,505.15 69.94% 18,830.38 «71.22% 29,587.59 «61.51%
Revenue from
Part Truck Load
Services 1,402.21 8.48% 2,306.50 8.30% 3,841.61 10.53% 2,770.08 10.48% 8,639.64 17.96%
Revenue from
Truck Load
Services — — 3,659.33 13.16% 2,141.29 5.87% 1,327.44 5.02% 1,853.34 3.85%
Revenue from
Supply Chain
Services 1,320.09 7.98% 2,149.22 7.73% 3,900.58 10.70% 2,702.04 10.22% 3,505.92 7.29%
Revenue from
Cross-Border
Services 85.94 0.52% 344.30 1.24% 963.63 2.64% 719.57 2.72% 2,637.85 5.48%
Others 034 0.00% 2.12 0.01% 1.01 0.00% 6.22 0.01%
Revenue from
Sale of Traded
Goods = as 57.50 0.21% 110.89 0.30% 88.14 0.33% 1,874.74 3.90%
Revenue from
contracts with
customers 16,538.97 10.00% 27,805.75 100.00% 36,465.27 10.00% 26,438.66 100.00% 48,105.30 10.00%
Other income 409.77 2.48% 2,080.54 7.48% 1,917.64 5.26% 1,626.63 6.15% 1,008.76 2.10%
16,948.74 02.48% 29,886.29 107.48% 38,382.91 —105.26% 28,065.29 106.15% 49,114.06 102.10%
Freight,
handling and
servicing cost 12,506.83 75.62% 21,837.96 78.54% 27,780.82 76.18% 20,257.07 76.62% 34,786.36 72.31%
Purchase of
traded goods = as 57.69 0.21% 102.08 0.28% 79.73 0.30% 1,750.22 3.64%
Change in
inventory of
traded goods = — — = = = — — (28.75) (0.06)%
Employee
benefit expense 3,446.39 20.84% 4,908.94 17.65% 6,109.23 16.75% 4,387.89 16.60% 9,726.30 20.22%
Fair value loss
on financial
liabilities at fair
value through
profit or loss 14,806.64 89.53% = a 91.95 0.25% = — 2,997.39 6.23%
Fiance cost 358.13 2.17% 492.18 1.77% 886.27 2.43% 639.39 2.42% 762.29 1.58%
Depreciation
and
amortisation
expense 1,700.05 10.28% 2,555.91 9.19% 3,546.20 9.72% 2,545.81 9.63% 3,881.75 8.07%
Dies expats 1,963.74 11.87% 2,721.63 9.79% 3,610.49 9.90% 2,717.03 10.28% 4,225.95 8.78%
Tolerenses 34,781.78 —210.30% 32,574.31 117.15% 42,127.04 15.53% 30,626.92 15.84% 58,101.51 120.78%
Restated loss
before
exceptional
item and tax (17,833.04) (107.82)% (2,688.02) __(9.67)% (3,744.13) (10.27)% (2,561.62) _(9.69)% (8,987.45) _(18.68)%
Exceptional
items = as = — 413.30) (1.13)% (413.30) —_(1.56)% = =
Restated loss
before tax (17,833.04) (107.82)% (2,688.02) (9.67)% (4,157.43) (11.40)% (2,974.92) _(11.25)% (8,987.45) _(18.68)%
Tax expense,
comprising
Current tax

(1.24) 0.0%

533,

100.49 0.21%
 

Nine months period Nine months period

 

Fiscal 2019 Fiscal 2020 Fiscal 2021 ended December 31, ended December 31,
2020 2021
% of % of % of % of % of
revenue revenue revenue revenue revenue
Gin from @in from Gin from in from in from
million) contracts million) contracts million) contracts million) contracts million) _—_contracts.
with with with with with
customers customers customers customers customers
Deferred tax a - = - 3 9 = — 7655) (037)%
Total tax
expense - = (1.24) 0.0% = = = — (76.06) __(0.16)%

Restated loss
for the
year/period (17,833.04) (107.82)% (2,689.26) (9.67)% (4,157.43) (11.40)% (2,974.92) __(11.25)% (8,911.39) (18.52)%

Nine months period ended December 31, 2021 compared to nine months period ended December 31, 2020

Our revenue from contracts with customers increased by 81.95% to 248,105.30 million for the nine months period
ended December 31, 2021 from 226,438.66 million for the nine months period ended December 31, 2020,
primarily driven by an increase in revenue from services.

Our revenue from services increased by 75.44% to 746,230.56 million for the nine months period ended December
31, 2021 from 226,350.52 million for the nine months period ended December 31, 2020, primarily due to an
increase in revenue from express parcel services, PTL freight services, cross border services and supply chain
services. The number of Active Customers who used our services, excluding Spoton’s customers, increased to
23,113 Active Customers for the nine months period ended December 31, 2021 from 16,094 Active Customers
for the nine months period ended December 31, 2020. Our revenue and operating volumes across our service
offerings were impacted by the COVID-19 pandemic and related lockdown measures during the nine months
period ended December 31, 2020 and the nine months period ended December 31, 2021. We experienced an
increase in our revenue from sale of traded goods by 2027.01% to 1,874.74 million for the nine months period
ended December 31, 2021 from 288.14 million for the nine months period ended December 31, 2020, which
primarily corresponded with the trading of certain goods, including the trading of medical equipment during
COVID-19, that we purchased and sold in back-to-back arrangements.

Our revenue from express parcel services increased by 57.13% to %29,587.59 million for the nine months period
ended December 31, 2021 from 218,830.38 million for the nine months period ended December 31, 2020 due to
an increase in express parcel shipment volume by 96.13% to 406.51 million parcels for the nine months period
ended December 31, 2021 from 207.27 million parcels for the nine months period ended December 31, 2020.

Our revenue from Part Truck Load services increased by 211.89% to 28,639.64 million for the nine months period
ended December 31, 2021 from 22,770.08 million for the nine months period ended December 31, 2020 due to
an increase in freight volume (excluding that of Spoton) by 86.26% to 438,795 tonnes for the nine months period
ended December 31, 2021 from 235,585 tonnes for the nine months period ended December 31, 2020, and the
consolidation of Spoton’s financials with ours beginning on August 24, 2021.

Our revenue from Truck Load services increased by 39.62% to 21,853.34 million for the nine months period
ended December 31, 2021 from 21,327.44 million for the nine months period ended December 31, 2020 due to
an increase in TL trips for the nine months period ended December 31, 2021 compared to the nine months period
ended December 31, 2020.

Our revenue from supply chain services increased by 29.75% to 23,505.92 million for the nine months period
ended December 31, 2021 from 22,702.04 million for the nine months period ended December 31, 2020 due to
an increase in the number of customers and volumes handled.

Our revenue from cross-border services increased by 266.59% to %2,637.85 million for the nine months period

ended December 31, 2021 from 2719.57 million for the nine months period ended December 31, 2020 due to an
increase in volumes handled.

534
Other income

Our other income decreased by 37.98% to 21,008.76 million for the nine months period ended December 31, 2021
from 21,626.63 million for the nine months period ended December 31, 2020 due to a decrease in interest income
on bank deposits and non-current investments and a decrease in net gain on mutual funds.

Expenses

Our total expenses increased by 89.71% to 258,101.51 million for the nine months period ended December 31,
2021 from %30,626.92 million for the nine months period ended December 31, 2020, primarily due to (i) an
increase in freight, handling and servicing costs, purchase of traded goods, employee benefit expenses,
depreciation and amortisation expenses, fair value loss on financial liabilities at fair value through profit or loss,
share based payment expenses and other expenses incurred to handle the increased volumes and (ii) expense
contributions from Spoton, the financials for which were consolidated with ours from August 24, 2021 onwards.
As a percentage of total income, our total expenses were 118.30% for the nine months period ended December
31, 2021 as compared to 109.13% for the nine months period ended December 31, 2020.

Freight, handling and servicing cost

Our freight, handling and servicing cost increased by 71.72% to %34,786.36 million for the nine months period
ended December 31, 2021 from 220,257.07 million for the nine months period ended December 31, 2020 due to
an increase in shipment volumes. There was a significant increase in the deployment of vehicles, contractual
manpower and real estate space in our network and certain changes to our last mile delivery process to handle the
increased volumes which contributed to an increase in freight, handling and servicing costs.

This resulted in (i) an increase in line haul expenses by 77.09% to 316,734.06 million for the nine months period
ended December 31, 2021 from 29,449.61 million for the nine months period ended December 31, 2020 in line
with the increase in revenue from express services, PTL services, supply chain services and cross-border services
for the nine months period ended December 31, 2021 and increase in diesel prices; (ii) an increase in contractual
manpower expenses by 46.04% to %5,289.73 million for the nine months period ended December 31, 2021 from
23,622.08 million for the nine months period ended December 31, 2020 due to an increase in the number of
contractual manpower and an increase in wages; and (iii) an increase in vehicle rental expenses by 93.29% to
29,355.54 million for the nine months period ended December 31, 2021 from 24,840.07 million for the nine
months period ended December 31, 2020 as we hired more vehicles for pick-up and delivery to better handle the
increased shipment volumes and due to an increase in diesel prices.

Purchase of traded goods

Our purchase of traded goods increased by 2,095.08% to 21,750.22 million for the nine months period ended
December 31, 2021 from 279.73 million for the nine months period ended December 31, 2020 which primarily
corresponded with the cost of certain goods that we purchased and sold in back-to-back arrangements.

Employee benefit expense

Our employee benefit expenses increased by 121.66% to 9,726.30 million for the nine months period ended
December 31, 2021 from 24,387.89 million for the nine months period ended December 31, 2020 primarily due
to (i) an increase in our employee headcount to 15,392 as of December 31, 2021 from 11,639 as of December 31,
2020; (ii) increments paid to existing employees during Fiscal 2021; (iii) a one-time bonus payment of 21,784.00
million to eligible employees and (iv) an increase in our share-based payment expense by 415.41% to 22,168.41
million for the nine months period ended December 31, 2021 from 2420.72 million for the nine months period
ended December 31, 2020 on account of additional grants of options during the nine months period ended
December 31, 2021 as compared to the nine months period ended December 31, 2020.

Fair value loss on financial liabilities at fair value through profit or loss

We had a non-cash fair value loss on financial liabilities at fair value through profit or loss of 32,997.39 million
for the nine months period ended December 31, 2021, primarily due to an increase in fair market value of Series
G CCCPS as per the terms of these CCCPS in accordance with Ind AS 109 accounting standards. This did not
affect the Company’s cash flow for the nine months period ended December 31, 2021. All CCCPS have been
converted to Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. Accordingly, we do
not expect any impact on fair value going forward.

535
Finance costs

Our finance costs increased by 19.22% to 2762.29 million for the nine months period ended December 31, 2021
from %639.39 million for the nine months period ended December 31, 2020, primarily due to (i) an increase in
amortised interest on lease liabilities by 15.24% to 2574.39 million for the nine months period ended December
31, 2021 from 2498.42 million for the nine months period ended December 31, 2020 due to an increase in leased
real estate space for our logistics facilities to accommodate the growth of our operations; and (ii) an increase in
interest at amortised cost to banks by 22.37% to 128.51 million for the nine months period ended December 31,
2021 from 2105.01 million for the nine months period ended December 31, 2020, due to an increase in borrowings.

Depreciation and amortisation expense

Our depreciation and amortisation expense increased by 52.48% to 3,881.75 million for the nine months period
ended December 31, 2021 from 22,545.81 million for the nine months period ended December 31, 2020, primarily
due to (i) an increase in amortisation of intangible assets by 1,199.45% to %699.25million for the nine months
period ended December 31, 2021 from 2 53.81 million for the nine months period ended December 31, 2020 as a
result of an increase in intangible assets in connection with our acquisition of Spoton, the financials of which were
consolidated with ours from August 24, 2021 onwards; (ii) an increase in depreciation on property, plant and
equipment by 38.19% to 21,493.92 million for the nine months period ended December 31, 2021 from 21,081.03
million for the nine months period ended December 31, 2020; and (iii) an increase in depreciation on right-of-use
assets by 19.68% to 21,688.58 million for the nine months period ended December 31, 2021 from 21,410.97
million for the nine months period ended December 31, 2020 due to the higher carrying amounts of right-of-use
assets to 38,487.29 million for the nine months period ended December 31, 2021 from 8,027.33 million for the
nine months period ended December 31, 2020 on account of an increase in leased real estate space for our logistics
facilities.

Other expenses

Our other expenses increased by 55.54% to %4,225.95 million for the nine months period ended December 31,
2021 from 22,717.03 million for the nine months period ended December 31, 2020, primarily due to (i) an increase
in allowances for doubtful debts by 17% to 3892.47 million for the nine months period ended December 31, 2021
from 762.82 million for the nine months period ended December 31, 2020 in line with the increase in revenue
and higher allowances to account for the impact of COVID-19 on our customers; (ii) an increase in software and
technology expenses by 67.72% to 1,007.99 million for the nine months period ended December 31, 2021 from
2601.01 million for the nine months period ended December 31, 2020 due to an increase in our operating volumes;
(iii) an increase in repairs and maintenance by 57.02% to 392.36 million for the nine months period ended
December 31, 2021 from %249.88 million for the nine months period ended December 31, 2020 due to the growth
in the scale of our operations; and (iv) an increase in certain other expenses such as cash management charges,
travelling and conveyance expenses and legal and professional fees, in line with the growth in scale of our
operations.

Exceptional items

Our deductions for exceptional items were nil for the nine months period ended December 31, 2021 compared to
2413.30 million for the nine months period ended December 31, 2020. The deduction for exceptional items for
the nine months period ended December 31, 2020 were primarily due to an allowance for doubtful debt in view
of anticipated non-recovery of certain debt in the near future mainly because of a ban on certain business units
imposed by the Gol.

Tax expense

We had tax expenses of for the nine months period ended December 31, 2021 of 276.06 million comprising current
tax of 2100.49 million entirely offset by deferred tax of 7176.55 million.

Restated loss for the period

As a result of the foregoing factors, our restated loss for the period increased to 78,911.39 million for the nine
months period ended December 31, 2021 from a net loss of 22,974.92 million for the nine months period ended
December 31, 2020.

536
Fiscal 2021 compared to Fiscal 2020
Income

Our revenue from contracts with customers increased by 31.14% to %36,465.27 million in Fiscal 2021 from
227,805.75 million in Fiscal 2020, primarily driven by an increase in revenue from services.

Our revenue from services increased by 31.02% to 236,354.38 million in Fiscal 2021 from 227,748.25 million in
Fiscal 2020, primarily due to an increase in revenue from express parcel services, PTL freight services, cross
border services and supply chain services driven by an increase in operating volumes, partially offset by a decrease
in TL freight services. The number of Active Customers who used our services increased to 16,741 Active
Customers in Fiscal 2021 from 7,957 Active Customers in Fiscal 2020. Our revenue and operating volumes across
our service offerings were impacted by the COVID-19 pandemic and related lockdown measures in Fiscal 2021
during three months ended June 30, 2020 and the three months ended March 31, 2021. Meanwhile, our revenue
from sale of traded goods increased by 92.85% to 2110.89 million in Fiscal 2021 from 257.50 million in Fiscal
2020.

Our revenue from express parcel services increased by 32.23% to 225,505.15 million in Fiscal 2021 from
219,288.56 million in Fiscal 2020 due to an increase in express parcel shipment volume by 28.79% to 289.20
million parcels in Fiscal 2021 from 224.55 million parcels in Fiscal 2020.

Our revenue from Part Truck Load services increased by 66.56% to 23,841.61 million in Fiscal 2021 from
2,306.50 million in Fiscal 2020 due to an increase in freight volume by 53.60% to 373,854 tonnes in Fiscal 2021
from 243,400 tonnes in Fiscal 2020.

Our revenue from Truck Load services decreased by 41.48% to 22,141.29 million in Fiscal 2021 from 23,659.33
million in Fiscal 2020 due to a decrease in TL trips in Fiscal 2021 on account of the COVID-19 pandemic and
related lockdown measures in Fiscal 2021 during the three months ended June 30, 2020 and the three months.
ended March 31, 2021 and changes in our customer targeting strategy during that period.

Our revenue from supply chain services increased by 81.49% to 73,900.58 million in Fiscal 2021 from 22,149.22
million in Fiscal 2020 due to an increase in the number of customers and volumes handled.

Our revenue from cross-border services increased by 179.88% to %963.63 million in Fiscal 2021 from 344.30
million in Fiscal 2020 due to an increase in volumes handled.

Other income

Our other income decreased by 7.83% to 21,917.64 million in Fiscal 2021 from 22,080.54 million in Fiscal 2020,
primarily due to a decrease in interest income on bank deposits and current investments and a decrease in net gain
on mutual funds, which was partially offset by an increase in interest income on non-current investments.

Expenses

Our total expenses increased by 29.33% to 242,127.04 million in Fiscal 2021 from %32,574.31 million in Fiscal
2020. As a percentage of total income, our total expenses were 109.75% in Fiscal 2021 as compared to 108.99%
in Fiscal 2020. In addition to increased expenses incurred to deliver higher volumes during the period, the impact
of the COVID-19 pandemic and related lockdown measures in Fiscal 2021 resulted in an increase in certain input
costs due to reduced availability of manpower and rapidly changing directives by local authorities.

Freight, handling and servicing cost

Our freight, handling and servicing cost increased by 27.21% to 227,780.82 million in Fiscal 2021 from
221,837.96 million in Fiscal 2020 primarily due to an increase in shipment volumes. There was a significant
increase in the deployment of vehicles, contractual manpower and real estate space in our network to handle the
increased volumes.

This resulted in (i) an increase in line haul expenses by 21.51% to 213,276.94 million in Fiscal 2021 from
210,926.37 million in Fiscal 2020, in line with the increase in revenue from express services, PTL services, supply
chain services and cross-border services in Fiscal 2021 and the increase in diesel prices; (ii) an increase in
contractual manpower expenses by 17.38% to 24,727.92 million in Fiscal 2021 from 24,027.79 million in Fiscal
2020 due to an increase in the number of contractual manpower and an increase in wages; and (iii) an increase in

537
vehicle rental expenses by 60.95% to 26,800.53 million in Fiscal 2021 from 24,225.26 million in Fiscal 2020 as
we hired more vehicles for pick-up and delivery to better handle the increased shipment volume and due to an
increase in diesel prices.

Employee benefit expense

Our employee benefit expenses increased by 24.45% to 26,109.23 million in Fiscal 2021 from 24,908.94 million
in Fiscal 2020 primarily due to (i) an increase in our employee headcount to 11,791 as of March 31, 2021 from
9,975 as of March 31, 2020; (ii) increments paid to existing employees during Fiscal 2021; and (iii) an increase
in our share-based payment expense by 48.16% to 2723.12 million in Fiscal 2021 from 2488.05 million in Fiscal
2020 on account of additional grants of options in Fiscal 2021 as compared to Fiscal 2020.

Finance costs

Our finance costs increased by 80.07% to 2886.27 million in Fiscal 2021 from 2492.18 million in Fiscal 2020,
primarily due to (i) an increase in amortised interest on lease liabilities by 80.70% to 3683.05 million in Fiscal
2021 from %377.99 million in Fiscal 2020 due to an increase in leased real estate space for our logistics facilities
as the scale of our operations increased; and (ii) an increase in interest at amortised cost to banks by 83.11% to
2150.10 million in Fiscal 2021 from 81.98 million in Fiscal 2020, due to an increase in borrowings.

Depreciation and amortisation expense

Our depreciation and amortisation expense increased by 38.75% to 23,546.20 million in Fiscal 2021 from
22,555.91 million in Fiscal 2020, primarily due to (i) an increase in the depreciation on property, plant and
equipment by 18.56% to 1,567.32 million in Fiscal 2021 from 21,321.94 million in Fiscal 2020; and (ii) an
increase in the depreciation on right-of-use assets by 65.40% to %1,902.32 million in Fiscal 2021 from 21,150.15
million in Fiscal 2020 due to higher carrying amounts of right-of-use assets to 77,828.04 million in Fiscal 2021
from 24,781.14 million in Fiscal 2020 on account of an increase in leased real estate space for our logistics
facilities.

Other expenses

Our other expenses increased by 32.66% to 23,610.49 million in Fiscal 2021 from 22,721.63 million in Fiscal
2020, primarily due to (i) an increase in allowances for doubtful debts by 99.77% to %894.78 million in Fiscal
2021 from 2447.91 million in Fiscal 2020 in line with the increase in revenue and higher allowances to account
for the impact of COVID-19 on our customers; (ii) an increase in software and technology expenses by 27.57%
to 2782.60 million in Fiscal 2021 from %613.48 million in Fiscal 2020 due to an increase in our operating volumes;
and (iii) an increase in repairs and maintenance by 32.49% to 2335.95 million in Fiscal 2021 from 2253.57 million
in Fiscal 2020 due to the growth in the scale of our operations.

Exceptional items

We had exceptional items of 7413.30 million in Fiscal 2021 primarily due to an allowance for doubtful debt in
view of anticipated non-recovery of certain debt in the near future mainly because of a ban on certain business
units imposed by the Gol.

Restated loss for the year

As a result of the foregoing factors, our restated loss for the year increased to 24,157.43 million in Fiscal 2021
from a net loss of 2,689.26 million in Fiscal 2020.

Fiscal 2020 compared to Fiscal 2019
Income

Our revenue from contracts with customers increased by 68.12% to 227,805.75 million in Fiscal 2020 from
216,538.97 million in Fiscal 2019, primarily driven by an increase in revenue from services.

Our revenue from services increased by 67.77% to 227,748.25 million in Fiscal 2020 from 216,538.97 million in
Fiscal 2019, primarily due to an increase in revenue across all of our services, driven by an increase in operating
volumes. The number of Active Customers who used our services increased to 7,957 Active Customers in Fiscal
2020 from 4,867 Active Customers in Fiscal 2019. Our revenue and operating volumes across our service

538
offerings were adversely impacted by the COVID-19 pandemic and related lockdown measures during the three
months ended March 31, 2020.

Our revenue from express parcel services increased by 40.48% to 219,288.56 million in Fiscal 2020 from
213,730.73 million in Fiscal 2019 due to an increase in express parcel shipment volume by 51.22% to 224.55
million parcels in Fiscal 2020 from 148.49 million parcels in Fiscal 2019. The shipment volumes were impacted
by the COVID-19 pandemic and related lockdown measures in Fiscal 2020 during the three months ended March
31, 2020.

Our revenue from PTL services increased by 64.49% to 22,306.50 million in Fiscal 2020 from 21,402.21 million
in Fiscal 2019 due to an increase in shipment volume by 100.12% to 243,400 tonnes in Fiscal 2020 from 121,626
tonnes in Fiscal 2019.

Our revenue from TL services was 23,659.33 million in Fiscal 2020. We launched TL services for third-party
customers in Fiscal 2020.

Our revenue from supply chain services increased by 62.81% to 22,149.22 million in Fiscal 2020 from 21,320.09
million in Fiscal 2019 due to an increase in the number of customers and volumes handled.

Our revenue from cross-border services increased by 300.63% to 7344.30 million in Fiscal 2020 from %85.94
million in Fiscal 2019 due to an increase in volumes handled.

Other income

Our other income increased by 407.74% to 22,080.54 million in Fiscal 2020 from 2409.77 million in Fiscal 2019,
primarily due to an increase in interest income on bank deposits, non-current investment and current investments
and an increase in net gain from the sale of mutual funds in which we had invested surplus cash.

Expenses

Our total expenses decreased by 6.35% to 232,574.31 million in Fiscal 2020 from 234,781.78 million in Fiscal
2019. As a percentage of total income, our total expenses were 108.99% in Fiscal 2020 compared to 205.22% in
Fiscal 2019.

Freight, handling and servicing cost

Our freight, handling and servicing cost increased by 74.61% to 221,837.96 million in Fiscal 2020 from
212,506.83 million in Fiscal 2019 primarily due to a change in revenue mix and an increase in shipment volumes
across service offerings. Revenue from truck load services increased to 13.16% of our revenue from contracts
with customers in Fiscal 2020 from nil in Fiscal 2019 and freight, handling and servicing cost typically constitute
a significant majority of direct costs for TL service offering. There was a significant increase in the deployment
of vehicles, contractual manpower and real estate space in our network to handle the increased volumes.

This resulted in (i) an increase in line-haul expenses by 133.08% to 210,926.37 million in Fiscal 2020 from
24,687.81 million in Fiscal 2019, due to an increase in diesel prices and in line with the increased revenue
contribution from TL service offering in Fiscal 2020 as compared to Fiscal 2019; (ii) an increase in contractual
manpower expenses by 42.70% to 24,027.79 million in Fiscal 2020 from 22,822.62 million in Fiscal 2019 due to
an increase in the number of contractual manpower and an increase in wages; (iii) an increase in vehicle rental
expenses by 56.95% to 24,225.26 million in Fiscal 2020 from 22,692.16 million in Fiscal 2019 due to the increase
in diesel prices and as we hired more vehicles for pick-up and delivery to handle the increased shipment volumes;
and (iv) an increase in rent by 41.59% to 21,048.80 million in Fiscal 2020 from 2740.75 million in Fiscal 2019
due to an increase in real estate space leased for our logistics facilities and rent escalations and renegotiations.

Employee benefit expense

Our employee benefit expenses increased by 42.44% to 4,908.94 million in Fiscal 2020 from 23,446.39 million
in Fiscal 2019 primarily due to (i) an increase in our employee headcount to 9,975 as of March 31, 2020 from
7,683 as of March 31, 2019; (ii) increments paid to existing employees during Fiscal 2020; and (iii) an increase
in our share-based payment expense by 28.63% to 7488.05 million in Fiscal 2020 from 2379.44 million in Fiscal
2019 on account of additional grants of options in Fiscal 2020 as compared to Fiscal 2019.

539
Fair value loss on financial liabilities at fair value through profit or loss

We had a fair value loss on financial liabilities at fair value through profit or loss of nil in Fiscal 2020 as compared
to 714,806.64 million in Fiscal 2019. The fair value loss in Fiscal 2019 was due to an increase in the fair market
value of our buyback obligations for certain CCCPS as per the terms of these CCCPS, in accordance with Ind AS
109 accounting standards. The terms of these CCCPS were modified in Fiscal 2019, following which the buyback
obligations were no longer applicable, resulting in no fair value losses in Fiscal 2020. These obligations did not
affect our cash flow in Fiscal 2019 or Fiscal 2020.

Finance costs

Our finance costs increased by 37.43% to 2492.18 million in Fiscal 2020 from 2358.13 million in Fiscal 2019,
primarily due to (i) an increase in interest on lease liabilities by 46.85% to 377.99 million in Fiscal 2020 from
2257.41 million in Fiscal 2019 on account of an increase in leased real estate space for our logistics facilities as
the scale of our operations increased; and (ii) an increase in interest at amortized cost to banks by 16.77% to
281.98 million in Fiscal 2020 from 270.20 million in Fiscal 2019, due to an increase in borrowings.

Other expenses

Our other expenses increased by 38.59% to 22,721.63 million in Fiscal 2020 from 21,963.74 million in Fiscal
2019, primarily due to (i) an increase in allowances for doubtful debts by 62.64% to 2447.91 million in Fiscal
2020 from 2275.40 million in Fiscal 2019, in line with the increase in revenue and higher allowances to account
for the impact of COVID-19 on our customers; (ii) an increase in software and technology expenses by 48.86%
to 613.48 million in Fiscal 2020 from 2412.11 million in Fiscal 2019 due to an increase in our operating volumes;
and (iii) an increase in repair and maintenance expenses by 4.13% to 253.57 million in Fiscal 2020 from %243.51
million in Fiscal 2019 due to the growth in the scale of our operations.

Depreciation and amortisation expense

Our depreciation and amortisation expense increased by 50.34% to 22,555.91 million in Fiscal 2020 from
21,700.05 million in Fiscal 2019, primarily due to (i) an increase in the depreciation on property, plant and
equipment by 47.58% to 21,321.94 million in Fiscal 2020 from %895.76 million in Fiscal 2019; (ii) an increase in
the amortisation of intangible assets by 120.49% to %83.82 million in Fiscal 2020 from 238.01 million in Fiscal
2019 due to the full-year impact of the amortization of certain intangible assets that were acquired during Fiscal
2019; and (iii) an increase in the depreciation of right-of-use assets by 50.09% to 21,150.15 million in Fiscal 2020
from 2766.28 million in Fiscal 2019 due to higher carrying amounts of right-of-use assets to 74,781.14 million in
Fiscal 2020 from 22,975.12 million in Fiscal 2019 on account of an increase in leased real estate space for our
logistics facilities.

Restated loss for the year

As a result of the foregoing factors, we reduced our restated loss for the year for Fiscal 2020 to 22,689.26 million
from a net loss of 17,833.04 million for Fiscal 2019.

Selected Restated Consolidated Statement of Assets and Liabilities

The following table shows selected financial data derived from our restated consolidated summary statement of
assets and liabilities as of March 31, 2021, 2020 and 2019, and as of December 31, 2021.

 

 

 

‘As of March 31, ‘As of December 31,
2019 2020 2021 2021
(in & million)
o ROMLCURTEREASSES 9950569. 17,845.50 17,673.00 40,934.01
Total current assets (b) 45 G95 91 25,727.58 28,304.98 43,360.82
Total assets (a+b=C) 49,695.45 43,573.08 45,977.98 84,294.83
Total equity (4) 33,882.83 31,704.06 28,367.97 59,798.47
Total liabilities (e) 6,742.62 11,869.02 17,610.01 24,496.35
Total equity and 40,625.45 43,573.08 45,977.98 84,294.83

liabilities (d+e =

 

540
Liquidity and Capital Resources

Historically, our primary liquidity and capital requirements have been to finance the growth of our platform
organically through investments in our service offerings, technology, infrastructure and team, and inorganically,
through acquisitions, investments and partnerships. We have met these requirements through cash flows from
operations, equity infusions from shareholders and borrowings. As of December 31, 2021, we had 23,609.80
million in cash and cash equivalents, 221,448.31 million in current and non-current investments, %8,917.91 million
in trade receivables, %90.00 million in loans and %12,936.80 million in other financial assets.

We believe that after taking into account the expected cash to be generated from operations, our borrowings and
the proceeds from the Offer, we will have sufficient liquidity for our present requirements and anticipated
requirements for capital expenditure and working capital for at least the next 12 months.

We typically pay our network partners, fleet partners, vendors and outsourcing firms within 60 days from the date
we are invoiced, while we offer our customers payment terms of up to 90 days. Therefore, access to lower cost
capital enables us to support our network partners and customers in the form of favourable working capital terms
which results in stronger and stickier relationships with our network partners and customers, resulting in higher
business volumes and facilitates the growth of our network partners which enables us to continue to be asset light.
Access to low-cost capital also positions us well for acquisitions and other strategic partnerships, driving
consolidation in our industry.

Cash Flows

The table below summarises the statement of cash flows, as derived from our restated consolidated cash flow
statements, for the years/period indicated:

 

 

Fiscal Nine months period ended
March 31, December 31,
2019 2020 2021 2020 2021
(Zin million)
Net cash (used in)/ flow (2,426.84) (6,339.06) 47.69 (1,919.66) (5,090.97)
from operating activities
Net cash (used in)/ flow (9,394.36) (9,325.45) 3,382.92 3,584.35 (26,390.70)
from investing activities
Net cash flow from/ 28,584.21 (166.87) (1,466.99) (436.48) 31,837.51
(used in) financing
activities
Cash and cash 16,626.39 795.01 2,758.63 2,023.21 3,114.49
equivalents at the end of
the period/year

 

Operating Activities

Net cash used in operating activities for the nine months period ended December 31, 2021 was 5,090.97 million.
While our restated loss before tax was %8,987.45 million, we had an operating loss before working capital changes
of %796.47 million, primarily due to adjustments for depreciation of property, plant and equipment, amortisation
of intangible assets and depreciation of right of use assets of 33,881.75 million, allowances for doubtful debts of
2892.47 million, share based payment expenses of 22,168.41 million and fair value loss on financial liabilities at
fair value through profit or loss of 32,997.39 million. This was partially offset by adjustments for interest income
of %452.34 million and fair value gain on investment at fair value through profit or loss of 7192.14 million. Our
working capital adjustments for the nine months period ended December 31, 2021 primarily consisted of an
increase in trade and other receivables of %2,070.02 million, increase in financial assets of 22,919.69 million,
increase in other assets of 21,489.59 million and increase in loan of 21,819.95 million, partially offset by an
increase in trade payables of 82,094.89 million and increase in other liabilities of 2151.46 million.

 

Net cash used in operating activities for the nine months period ended December 31, 2020 was 21,919.66 million.
While our restated loss before tax was 2,974.92 million, we had an operating loss before working capital changes
of %260.92 million, primarily due to adjustments for depreciation of property, plant and equipment, amortisation
of intangible assets and depreciation of right of use assets of 22,545.81 million, allowances for doubtful debts of
2762.82 million and share based payment expenses of 2420.72 million. This was partially offset by adjustments

541
for interest income of 900.64 million, fair value gain on investment at fair value through profit or loss of 385.24
million and net gain on sale of current investments of 7100.81 million. Our working capital adjustments for the
nine months period ended December 31, 2020 primarily consisted of an increase in trade and other receivables of
22,725.92 million, increase in financial assets of 71,386.81 million and increase in other assets of 7269.45 million,
partially offset by an increase in trade payables of 22,242.34 million and an increase in other liabilities of 311.80
million and an increase in provisions of %64.64 million.

Net cash flow from operating activities for Fiscal 2021 was 247.69 million. While our restated loss before tax was
24,157.43 million, we had an operating loss before working capital changes of 624.69 million, primarily due to
adjustments for depreciation of property, plant and equipment, amortisation of intangible assets and depreciation
of right of use assets of 33,546.21 million, allowances for doubtful debts of 7894.78 million, fair value loss on
financial liabilities at fair value through profit or loss of 291.95 million and share based payment expenses of
2723.12 million. This was partially offset by adjustments for interest income of 21,150.36 million and fair value
gain on investment at fair value through profit or loss of 3325.01 million. Our working capital adjustments for
Fiscal 2021 primarily consisted of an increase in trade and other receivables of 3831.62 million, an increase in
financial assets of 21,007.50 million, an increase in other assets of 7303.01 million and an increase in loans of
2237.44 million, partially offset by an increase in trade payables of 21,689.64 million and an increase in other
liabilities of 2304.55 million.

Net cash used in operating activities for Fiscal 2020 was 26,339.06 million. While our restated loss before tax was
22,688.02 million, we had an operating loss before working capital changes of 3591.95 million, primarily due to
adjustments for depreciation of property, plant and equipment, amortisation of intangible assets and depreciation
of right of use assets of 22,555.87 million, allowance for doubtful debts of %447.91 million and share based
payment expenses of 2488.05 million. This was partially offset by adjustments for interest income of 21,419.65
million and fair value gain on investment at fair value through profit or loss of 7133.50 million. Our working
capital adjustments for Fiscal 2020 primarily consisted of an increase in trade and other receivables of 74,356.46
million and an increase in financial assets of 22,238.76 million, partially offset by an increase in trade payables
of 71,130.30 million and an increase in other liabilities of 103.90 million.

Net cash used in operating activities for Fiscal 2019 was 22,426.84 million. While our restated loss before tax was
217,833.04 million, we had an operating loss before working capital changes of 2474.05 million, primarily due to
adjustments for depreciation of property, plant and equipment, amortisation of intangible assets and depreciation
of right of use assets of 21,700.06 million, allowance for doubtful debts of 3275.40 million, fair value loss on
financial liabilities at fair value through profit and loss of 714,806.64 million and share based payment expenses
of 3379.44 million. This was partially offset by adjustments for interest income of 2319.32 million and fair value
gain on investment at fair value through profit or loss of 210.07 million. Our working capital adjustments for
Fiscal 2019 primarily consisted of an increase in trade and other receivables of 3826.53 million, an increase in
financial assets of %452.82 million, a decrease in trade payables of %375.55 million and a decrease in other
liabilities of 3139.32 million.

Investing Activities

Net cash used in investing activities for the nine months period ended December 31, 2021 was 226,390.70 million,
which primarily consisted of purchase of property, plant and equipment (including other intangible assets, capital
work in progress and capital advances) of 3,825.74 million, payment towards acquisition of business of
213,866.73 million, payment to acquire financial assets - liquid mutual fund units, debt instruments of 232,230.14
million and investments in bank deposits (having original maturity of more than 12 months), including margin
money deposits, of 26,103.32 million, partially offset by proceeds from sale of financial assets - liquid mutual
fund units and debt instruments of 222,405.88 million, maturity of bank deposits (having original maturity of
more than 12 months) including margin money deposits of 7,940.60 million and interest received of 1,117.13
million.

Net cash from investing activities for the nine months period ended December 31, 2020 was 23,584.35 million,
which primarily consisted of proceeds from sale of financial assets - liquid mutual fund units, debt instruments of
210,217.72 million, maturity of bank deposits (having original maturity of more than 12 months) including margin
money deposits of 21,942.41 million and maturity of bank deposits (having original maturity of more than 3
months) of 2,886.62 million, partially offset by purchase of property, plant and equipment (including other
intangible assets, capital work in progress and capital advances) of 1,895.28 million, payment to acquire financial
assets - liquid mutual fund units, debt instruments of 29,196.59 million and investments in bank deposits (having
original maturity of more than 12 months) including margin money deposits of 3947.51 million.

542
Net cash from investing activities in Fiscal 2021 was 23,382.92 million, which primarily consisted of maturity of
bank deposits (having original maturity of more than three months) of 2,870.84 million, net proceeds from sale
of financial assets - liquid mutual fund units, debt instruments of 21,021.09 million, net proceeds from maturity
of bank deposits (having original maturity of more than 12 months) including margin money deposits of 21,257.17
million and interest received of 2754.50 million, partially offset by net purchase of property, plant and equipment
(including other intangible assets, capital work in progress and capital advances) of 32,485.68 million.

Net cash used in investing activities in Fiscal 2020 was 29,325.45 million, which primarily consisted of net
investment in bank deposits (having original maturity of more than 12 months) including margin money deposits
of %5,431.20 million, investments in bank deposits (having original maturity of more than three months) of
22,878.69 million and net purchase of property, plant and equipment (including other intangible assets, capital
work in progress and capital advances) of 22,135.60 million, partially offset by interest received of 2953.61
million and by net proceeds from sale of financial assets - liquid mutual fund units and debt instruments of 2202.74
million.

Net cash used in investing activities in Fiscal 2019 was 29,394.36 million, which primarily consisted of net
payment to acquire financial assets - liquid mutual fund units and debt instruments of 38,995.31 million as part of
our surplus cash management strategy, payment towards acquisition of business of 2265.40 million and purchase
of property, plant and equipment (including other intangible assets, capital work in progress and capital advances)
of 21,565.90 million, partially offset by net proceeds from maturity of bank deposits (having original maturity of
more than 12 months, including margin money deposits) of 71,111.99 million, interest received of 7319.32 million
and maturity of bank deposits (having original maturity of more than three months) of 20.94 million.

Financing Activities

Net cash from financing activities for the nine months period ended December 31, 2021 was 231,837.51 million,
which primarily consisted of proceeds from the issuance of instruments entirely equity in nature of 225,501.56
million, proceeds from issuance of equity share capital (including stock options exercised) of %8,456.04 million
and proceeds from the issuance of compulsorily convertible preference shares of 7956.22 million, partially offset
by the net payment from long term and short term borrowings of 2961.47 million, payment of interest and principal
portions of lease liabilities of 71,945.64 million and interest expenses of 7169.20 million.

Net cash used in financing activities for the nine months period ended December 31, 2020 was 2436.48 million,
which primarily consisted of payment of interest and principal portions of lease liabilities of 71,548.39 million
and interest expense of 7131.57 million, partially offset by net proceeds from long term and short term borrowings
of 21,231.75 million.

Net cash used in financing activities in Fiscal 2021 was 21,466.99 million, which primarily consisted of payment
of interest and principal portions of lease liabilities of 32,118.56 million and interest expense of 2205.34 million,
partially offset by net proceeds from short term borrowings of 2532.58 million, proceeds from long-term
borrowings of %133.20 million and proceeds from issuance of equity share capital and compulsorily convertible
preference shares of 191.13 million.

Net cash used in financing activities in Fiscal 2020 was 2166.87 million, which primarily consisted of payment
of interest and principal portions of lease liabilities of 21,299.43 million and interest expense of 7108.69 million,
partially offset by net proceeds from short-term borrowings of 584.79 million and proceeds from long-term
borrowings of 2641.78 million.

Net cash from financing activities in Fiscal 2019 was 228,584.21 million, which primarily consisted of proceeds
from the issuance of instruments entirely equity in nature of 228,900.96 million and proceeds from long term
borrowings of 2268.31 million, partially offset by payment of interest and principal portions of lease liabilities of
2877.89 million, interest expense of %93.49 million and net repayments of short-term borrowings of 2386.32
million.

Contractual Obligations

The table below sets forth our contractual obligations with definitive payment terms as of December 31, 2021.
These obligations primarily relate to our borrowings and trade payables.

543
 

Less than 1 T2 years 2-4 years More than 4 Total
year years
(in million)

 

Trade payables 7,837.91 @ 2 5 7,837.91
Borrowings 2,748.05 946.71 453.98 - 4,148.74
Lease payments 2,919.51 2,538.22 3,575.03 2,600.95 11,633.71
Other financial liabilities 1,450.02 - - - 1,450.02
Total 14,955.49 3,484.93 4,029.01 2,600.95 25,070.38
Indebtedness

As of December 31, 2021, we had current borrowings of 22,702.53 million and non-current borrowings of
21,005.28 million, primarily attributable to (i) a secured vehicle loan from bank with an outstanding balance of
2725.25 million; (ii) a secured bank loan with an outstanding balance of 1,313.26 million; and (iii) a secured bill
discounting facility from bank availed of 31,173.99 million.

Some of our financing agreements also include conditions and covenants that require us to obtain lender consents
prior to carrying out certain activities and entering into certain transactions. For further information on our
agreements governing our outstanding indebtedness, see “Financial Indebtedness” on page 513.

Non-GAAP Financial Measures

In addition to our results determined in accordance with Ind AS, we believe the following non-GAAP measures
are useful to investors in evaluating our operating performance and liquidity. We use the following non-GAAP
financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We
believe that non-GAAP financial information, when taken collectively with financial measures prepared in
accordance with Ind AS, may be helpful to investors because 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. However, our
management does not consider these non-GAAP measures in isolation or as an alternative to financial measures
determined in accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as
an analytical tool and should not be considered in isolation or as a substitute for financial information presented
in accordance with Ind AS. non-GAAP financial information may be different from similarly-titled non-GAAP
measures used by other companies. non-GAAP financial measures are not required by, or presented in accordance
with, Ind AS, Indian GAAP, IFRS or US GAAP. Our non-GAAP financial measures are not a measurement of
financial performance or liquidity under these accounting standards and should not be construed in isolation or
construed as an alternative to cash flows, restated loss for the period or any other measures of financial
performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated from
our operating, investing or financing activities, derived in accordance with Ind AS, Indian GAAP, IFRS or US.
GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses
and income that are required by Ind AS to be recorded in our financial statements, as further detailed below. In
addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about
which expenses and income are excluded or included in determining these non-GAAP financial measures. A
reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial
measure prepared in accordance with Ind AS. Investors are encouraged to review the related Ind AS financial
measures and the reconciliation of non-GAAP financial measures to their most directly comparable Ind AS
financial measures included below and to not rely on any single financial measure to evaluate our business.

In evaluating our business, we consider and use EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted
EBITDA margin and profit/(loss) after tax margin which are non-GAAP measures, as presented below as a
supplemental measure to review and assess our operating performance. The presentation of these non-GAAP
financial measures are not intended to be considered in isolation or as a substitute for the Restated Consolidated
Financial Information. These measures are not defined under Ind AS and are not presented in accordance with Ind
AS. The non-GAAP financial measures have limitations as analytical tools. Further, the non-GAAP financial
measures may differ from similar information used by other companies, including peer companies, and hence
their comparability may be limited. Therefore, EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA
margin and profit/(loss) after tax margin should not be considered in isolation or construed as an alternative to Ind

544
AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of
operation.

EBITDA is a non-GAAP financial measure that represents our restated loss for the period before total tax
expenses, other income, depreciation and amortization expense, finance costs, exceptional items and fair value
loss on financial liabilities at fair value through profit or loss. EBITDA margin represents restated loss for the
period divided by revenue from contract with customers.

Adjusted EBITDA is EBITDA plus share based payment expenses, a one-time bonus and rent reversed due to Ind
AS 116. Adjusted EBITDA margin is the percentage margin derived by dividing Adjusted EBITDA by revenue
from contracts with customers.

Profit/(loss) after tax margin represents our restated profit/(loss) for the year/period divided by total income.

We believe EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin and profit/(loss) after tax
margin help us identify underlying trends in our business and facilitate evaluation of year-on-year operating
performance of our operations by eliminating items that are variable in nature and not considered by us in the
evaluation of ongoing operating performance, allowing comparison of our recurring core business operating
results over multiple periods. We also believe such financial measures provide useful information about our
operating results, enhance the overall understanding of our past performance and future prospects, and allow for
greater transparency with respect to key metrics we use for financial and operational decision-making. Other
companies may calculate such measures differently from the way we calculate them. As a result, our presentation
of EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin and profit/(loss) after tax margin
may not be comparable to similarly titled measures of other companies, limiting their usefulness as comparative
measures.

The following table reconciles restated loss with EBITDA, EBITDA margin, profit/(loss) after tax margin,
Adjusted EBITDA and Adjusted EBITDA margin for Fiscal 2019, Fiscal 2020, Fiscal 2021 and the nine month
periods ended December 31, 2020 and 2021.

 

 

Asat_Asat Asat cat
andfor andfor Asatand andfor af,
thenine thenine for the the Re
months months Financial Financi 1

Particulars period _ period Year al Year Waa
ended _ ended ended ended a
Decemb Decemb March31, March aan
er31, er 31, 2021 ai) cis
2021 2020 2020 2
(8,911.3 (2,974.9 (2,689.2 (17,833.0

Restated loss for the period / year (A) (@ in million) 9) 2) (4,157.43) 6) 4)

Total tax expense (B) (2 in million) (76.06) - - 1.24 -

Finance costs (C) (2 in million) 762.29 639.39 886.27 492.18 358.13

2,555.9

Depreciation and amortisation expense (D) (2 in million) 3,881.75 2,545.81___3,546.20 11,700.05
(1,008.7 (1,626.6 (2,080.5

Other income (E) (2 in million) 6) 3) (917.64) 4) (409.77)

Exceptional items (F) (2 in million) = 413.30 413.30 2 -

Fair value loss on financial liabilities at fair value through 14,806.6

profit or loss (G) (2 in million) 2,997.39 2 91.95 3 4

Rent waiver on lease liabilities (H) (3 in million) - 33.80 33.80 7 -

Gain on modification / termination of lease contracts (I) (@

in million) 36.86 79.26 99.76, - 7.28
(2,317.9 (1,720.4 (1,370.71

EBITDA (J=A+B+C+D+E+F+G+) (@ in million) 2) (889.99) —_ (1,003.79) 2D )

545
 

As at Asat Asat

 

 

andfor andfor Asatand —_ and for = a
thenine thenine for the the ee
months months Financial Financi 1
Particulars period _ period Year al Year Waa
ended —_ ended ended ended ded
Decemb Decemb March31, March = ach
er31, er 31, 2021 Bt) cals
2021 2020 2020 2
Share based payment expense (K) (2 in million) 2,168.41 420.72 723.12 488.05 379.44
One time bonus (L) (2 in million) 1,784.00 : 2 : :
IND AS 116 adjustment on account of lease contracts
Freight handling and servicing cost - Rent (M) ( in (1,945.6 (1,548.3 (1,299.5
million) 4) 9) (2,118.60) 1) (877.89)
Rent waiver on lease liabilities (N) (2 in million) - 83.80) (33.80) : :
Gain on modification / termination of lease contracts (O)
(Zin million) (36.86) (79.26) (99.76) ; (7.28)
(2,130.7 (2,531.9 (1,876.44
Adjusted EBITDA (P=J+K+L+M+N+O) (@in million) _ (348.01) 3) (2,532.83) 3) )
Revenue from contract with customers (Q) (2 in 48,105.3 38.6 27,805.  16,538.9
million) 0 6 36,465.27 75 7
49,114.0  28,065.2 29,886.  16,948.7
Total Income (R) 6 9 38,382.91 29 4
(18.14) (10.60) (105.22)
Profit/((Loss) After Tax Margin (S= A/R) % % —_(10.83)% — (9.00)% %
EBITDA Margin (T=J/Q) (4.82)% — (3.37)% (2.75)%  (6.19)% — (8.29)%
Adjusted EBITDA Margin (%) (U=P/Q) (0.72)% _(8.06)% (6.95)% _(9.11)% __(11.35)%

 

(1) One time bonus represents 21,784.00 million towards a one time bonus paid to eligible employees of the Group.

Our loss after tax margin improved significantly from Fiscal 2019 to Fiscal 2021, while decreasingly slightly in
the nine months ended December 31, 2021. Meanwhile, our EBITDA margin improved consistently over the last
three Fiscals, but declined slightly in the nine months ended December 31, 2021.

Our Adjusted EBITDA margin has been improving consistently over the last three Fiscals and the nine months
ended December 31, 2021, primarily due to (i) an increase in revenue from contracts with customers due to higher
operating volumes and (ii) lower operating expenses as a percentage of revenue from contracts with customers,
including employee benefit expenses and other expenses.

Contingent Liabilities

The following table and notes below sets forth the principal components of our contingent liabilities as per Ind
AS 37 — Provisions, Contingent Liabilities and Contingent Assets, as of March 31, 2019, March 31, 2020 and
March 31, 2021, and as of December 31, 2021.

 

 

As of March 31, As of December
31,
2019 2020 2021 2021

Claims disputed by us: (@ in million)
Claims against us not acknowledged
as debts:
Tax matter in appeal: Income Tax 1,835.70 1,835.70 344.92 344.92
Service tax = = - 622.58

546
 

‘As of March 31, ‘As of December
31,
2019 2020 2021 2021
Claims disputed by us: @in million)
Others 0.50 0.50 0.50 1.12

 

We received an assessment order dated December 26, 2018 for Fiscal 2016 (i.e. assessment year 2016-17) wherein
the assessing officer raised an income tax demand of 21,835.70 million under the Income Tax Act, 1961. We filed
an appeal in respect of the above demand which is pending at the Commissioner of Income Tax (Appeals). We
filed a rectification petition under Section 154 of the Income Tax Act, 1961, following which we were allowed to
set-off business loss and unabsorbed depreciation and the demand was revised to 7344.92 million vide letter dated
September 15, 2021.

An outsourced security vendor commenced a claim against us in relation to debit notes raised by us for non-
performance of agreed duties. A trial date has not been set. If we receive an adverse ruling, our liability is estimated
to be approximately 20.50 million. However, as the likelihood of the action succeeding is low, we have not made
any liability provisions for this.

Capital Expenditures

Our historical capital expenditures were, and we expect our future capital expenditures to be, primarily used for
leasehold improvements, computer systems, furniture and fixtures and plant and equipment. In Fiscal 2019, Fiscal
2020, Fiscal 2021 and the nine month periods ended December 31, 2020 and December 31, 2021, our capital
expenditure for purchase of property, plant and equipment (including other intangible assets, capital work in
progress and capital advances) were 1,565.90 million, 22,135.86 million, 22,509.39 million, 71,895.28 million
and 23,825.74 million, respectively.

The COVID-19 pandemic may require reductions in capital expenditures that are otherwise needed to implement
our strategies. See “Risk Factor—The ongoing COVID-19 pandemic and measures intended to prevent its spread
have had, and may continue to have, a material and adverse effect on our business and results of operations” for
risks of the COVID-19 outbreak on our operations and financial condition.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other
entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

Related Party Transactions

We enter into various transactions with related parties. For further information, see “Summary of this Prospectus
~ Summary of related party transactions” on page 25 of this Prospectus.

Qualitative and Quantitative Disclosures about Financial Risk
Market risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that
may impact our financial position due to adverse changes in financial market prices and rates. Our market risk
comprises three types of risks (i) interest rate risk; (ii) foreign currency risk; and (iii) price risk.

Interest Rate Risk

Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates
primarily to our borrowings with floating interest rates.

Price risk

We invest our surplus funds in various debt instruments, debt mutual funds and fixed deposits. These primarily
comprise debt based mutual funds, debentures and fixed deposits. Mutual fund investments are susceptible to
market risk, mainly arising from changes in the interest rates or market yields which may impact the return and
value of such investments.

547
Foreign exchange risk

The Indian Rupee is our reporting currency. As a consequence, our results are presented in Indian Rupee and
exposures are managed against Indian Rupee accordingly. Foreign currency risk is the risk that the fair value or
future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Our exposure to the
risk of changes in foreign exchange rates relates primarily to our operating activities where our revenue or expense
is denominated in a foreign currency.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or contract,
leading to a financial loss. We are exposed to credit risk from our operating activities, primarily trade receivables,
and from our investing activities, including deposits with banks.

We have established an allowance for impairment that represents expected credit losses in respect of trade and
other receivables. The management uses a simplified approach for the purpose of computation of expected credit
loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is
performed at each reporting date on an individual basis for major parties. The calculation is based on historical
data of actual losses.

We also carry credit risk on lease deposits with landlords for properties taken on leases, for which agreements are
signed and property possessions are taken for operations. The risk relating to refunds after vacating the premises
is managed through successful negotiations or appropriate legal actions, where necessary.

Credit risk on cash and cash equivalents, other deposits with financial institutions and other financial investments
is limited as the financial institutions with which we deposit cash and of the instruments in which we invest have
high credit ratings, based on external credit rating agencies. Accordingly, we consider the related credit risk to be
low.

We have a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. All of our
investments and loans at amortised cost are considered to have low credit risk, and the loss allowance recognised
during the period was therefore limited to 12 months expected losses. We consider instruments to be low credit
risk when they have a low risk of default and the issuer has the capacity to meet its contractual cash flow
obligations in the near term.

Liquidity risk

Our objective is to provide financial resources to meet our business objectives in a timely, cost effective and
reliable manner. We maintain a balance between continuity of funding and flexibility through the use of bank
overdrafts, working capital loans and others. Our treasury maintains flexibility in funding by maintaining liquidity
through investments in liquid funds and fixed deposits. We monitor our risk of shortage of funds using cash flow
forecasting models. These models consider the maturity of financial investments, committed funding and
projected cash flows from operations.

Significant Economic Changes

Other than as described above, including disclosure regarding the impact of COVID-19 on our operations, to the
knowledge of our management, there are no other significant economic changes that materially affect or are likely
to affect income from continuing operations.

Unusual or Infrequent Events of Transactions

Except as described in this Prospectus, there have been no other events or transactions that, to our knowledge,
may be described as “unusual” or “infrequent”.

Known Trends or Uncertainties

Our business has been affected and we expect will continue to be affected by the trends identified above in the
heading titled “-Principal Factors Affecting Our Financial Condition and Results of Operations” on page 524 and
the uncertainties described in the section titled “Risk Factors” on page 34. To our knowledge, except as described
or anticipated in this Prospectus, there are no known factors which we expect will have a material adverse impact
on our revenue or income from continuing operations.

548
Future Relationship Between Cost and Income

Other than as described elsewhere in this Prospectus, including disclosure regarding the impact of COVID-19 and
the Spoton acquisition on our operations, to the knowledge of our management, there are no known factors that
might affect the future relationship between costs and revenue.

See “Risk Factor — The ongoing COVID-19 pandemic and measures intended to prevent its spread have had, and
may continue to have, a material and adverse effect on our business and results of operations” for risks of the
COVID-19 outbreak on our operations and financial condition on page 58.

Seasonality

We experience seasonality in our express parcel offering correlating to the seasonality patterns associated with e-
commerce in India. For example, our customers generally hold special promotional campaigns during the festival
and Diwali period in India from August to November every year. We typically observe peaks in shipment volumes
immediately following these campaigns. Our other service offerings do not experience significant seasonality.

Significant Developments After December 31, 2021 that May Affect Our Future Results of Operations

Except as stated below and elsewhere in this Prospectus, no developments have come to our attention since the
date of the Restated Financial Statements as disclosed in this Prospectus which materially and adversely affect or
are likely to materially and adversely affect our operations or profitability, or the value of our assets or our ability
to pay our material liabilities within the next twelve months.

A global e-commerce company that became a customer of our Express Parcel services in November 2021 ceased
its operations in India in March 2022. The contribution from this customer to our revenue was not material (less
than 1%) for the nine months ended December 31, 2021 and we do not expect the contribution from this customer
to our total consolidated revenues for Fiscal 2022 to be material. However, we expect our Express Parcel services
revenue to be adversely impacted in the current ongoing quarter ending June 30, 2022 due to cessation of this
customer’s India operations. The current quarter is still ongoing and the financials for the quarter and fiscal year
ended March 31, 2022 have not been prepared. Accordingly, our actual results may vary from the trends indicated
in this Prospectus.

On January 4, 2022, our Company acquired 34.55% of the share capital (on a fully diluted basis) of Falcon
Autotech Private Limited for a consideration of 22,518.94 million pursuant to a share subscription agreement and
a purchase agreement, each dated December 31, 2021. For details, see “History and Certain Corporate Matters —
Share Purchase Agreement dated December 31, 2021 entered into among our Company, Falcon, Tuhinanshu,
Dheeraj Verma, Manuj Bansal, Surbhi Jain, and Naman Jain (collectively, the “Sellers”) (“Falcon SPA”) and
the Share Subscription Agreement (Falcon SSA) dated December 31, 2021 entered into among the aforementioned
parties” on page 253.

On January 13, 2022, our Board of Directors approved the conversion of 4,250,045 cumulative compulsorily
convertible preference shares with a face value of 7100 each into 425,004,500 Equity Shares with a face value of
%1 each of our Company.

549
SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as disclosed in this section, there is no outstanding (i) criminal proceeding; (ii) action taken by regulatory
or statutory authorities; (iii) claim related to direct and indirect taxes, in a consolidated manner; and (iv) other
pending litigation as determined to be material pursuant to the Materiality Policy in each case involving our
Company, our Directors, and our Subsidiaries (“Relevant Parties”). Further, except as disclosed in this section,
there are no pending litigation involving our Group Company, the adverse outcome of which may have a material
impact on our Company.

Pursuant to the SEBI ICDR Regulations and the Materiality Policy adopted by our Board of Directors on October
13, 2021 (as updated by a resolution passed by our Board on March 25, 2022) for the purposes of disclosure, any
pending litigation involving the Relevant Parties, other than criminal proceedings, actions by regulatory
authorities and statutory authorities, including outstanding action, and tax matters, has been considered
‘material’ and accordingly disclosed in this Prospectus where:

@ the claim / dispute amount, to the extent quantifiable, exceeds 1% of the revenue from operations of
our Company for Fiscal Year 2021 or 1% of the total net worth of our Company as of December 31,
2021, whichever is lower, as per the Restated Financial Statements;

(ii) tax proceedings which individually involve an amount greater than the materiality threshold as
defined in (i) above, to be disclosed individually;

(iii) summary disclosure of consumer complaints filed with consumer forums or Lok Adalats; and

(iv) where the monetary impact is not quantifiable or the amount involved may not exceed the materiality
threshold set out under (i) above, but an outcome in any such litigation would materially and
adversely affect our Company's business, operations, cash flows, financial position or reputation of
our Company.

1% of the revenue from operations of our Company on a consolidated basis for Fiscal Year 2021 as per the
Restated Financial Statements is ¥364.65 million and 1% of the total net worth of our Company as of December
31, 2021 is % 597.98 million. Accordingly, € 364.65 million is the materiality threshold, being the lower of the
afore-mentioned two.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. In terms of.
the Materiality Policy, outstanding dues to any creditor of our Company having monetary value exceeding ~
427.29 million, which is 5% of the consolidated trade payables of our Company as of December 31, 2021 as per
the Restated Financial Statements shall be considered as ‘material’. Accordingly, as of December 31, 2021 as
per the Restated Financial Statements, any outstanding dues exceeding 427.29 million have been considered as
material outstanding dues for the purposes of disclosure in this section. Further, for outstanding dues to any party
which is a micro, small or a medium enterprise (“MSME ”), the disclosure will be based on information available
with our Company regarding status of the creditor as defined under section 2 of the Micro, Small and Medium
Enterprises Development Act, 2006, as amended, as has been relied upon by the Statutory Auditors.

It is clarified that pre-litigation notices (other than those issued by governmental, statutory, regulatory, judicial,
quasi-judicial or tax authorities) received by our Company, our Subsidiaries, our Directors or our Group
Company shall not be considered as litigation until such time that any of our Company, our Subsidiaries, our
Directors or our Group Company, as the case may be, is made a party to proceedings initiated before any court,
tribunal or governmental authority or any judicial authority, or is notified by any governmental, statutory or
regulatory authority of any such proceeding that may be commenced.

All terms defined in a particular litigation disclosure pertain to that litigation only.

I. __ Litigation involving our Company

Litigation filed against our Company

A. Criminal proceedings

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Four summons/summary criminal cases have been filed by the State of Maharashtra against our Company,
Deepak Kapoor, Sandeep Kumar Barasia and others under the Payment and Settlement Systems Act, 2007
and Contract Labour (Regulation & Abolition) Act, 1970 before Civil and Criminal Court, Bhiwandi (Civil
court Junior Divison). As on the date of this Prospectus, our Company has not received any summons or
notice in relation to these matters and accordingly, our Company is unable to provide details of these matters.

. Outstanding actions by regulatory and statutory authorities

The Labour Assistant Analyst, 1* Commodity, Ambasamudiram, Tamil Nadu Department of Labour
(“Labour Assistant Analyst”), pursuant to an inspection has issued a notice dated July 14, 2021 (“Notice”)
to our Company seeking explanation for non-maintenance of certain statutory registers required to be
maintained under the Tamil Nadu Shops and Establishment Act, 1947 (“Shops and Establishment Act”)
and the rules made thereunder. Our Company has, by way of its reply dated August 5, 2021, submitted the
relevant registers to the Labour Assistant Analyst, which has been acknowledged by the Labour Assistant
Analyst. The matter is currently pending.

Pursuant to an application filed by Pawan Kumar, a former employee of our Company (“Applicant”), before
the Regional Conciliation Officer, Meerut, Uttar Pradesh, a notice in the nature of summons dated July 15,
2021 (“Notice”) was issued by the Deputy Labour Commissioner, Meerut, Uttar Pradesh to our Company
under the Uttar Pradesh Industrial Disputes Act, 1947 requiring our Company’s authorised representative to
attend the conciliation proceeding in relation to an industrial dispute involving alleged illegal termination of
the services of the Applicant. Our Company has submitted a written response to the Notice praying that the
application filed by the Applicant be dismissed. The matter is currently pending.

Pursuant to an inspection on December 7, 2020, undertaken by the Municipal Corporation of Greater
Mumbai (L Ward) (“Municipal Corporation”), a complaint has been filed by the Municipal Corporation
against our Company before the Court of the Metropolitan Magistrate, Dadar, Mumbai, Maharashtra
(“Court”) alleging non-compliance with the provisions of the Mumbai Municipal Corporation Act, 1888, as
amended, on account of carrying on trade activity of keeping a warehouse, without obtaining requisite
licence from the Municipal Corporation. The Municipal Corporation has sought the issuance of process
against our Company. The matter is currently pending.

A notice dated June 18, 2021 (“Notice”), has been issued by the Office of the Village Council,
Anugondanahalli, Bangalore, Karnataka (“Village Council”), alleging that our Company has been
conducting its operations without procuring the general license under the Karnataka Municipal Corporation
Act, 1976 for the financial year 2021-2022 in respect of its warehouse located in Anugondanahalli. Pursuant
to the Notice, our Company was required to submit the lease agreement executed by our Company and the
land owner of the warehouse within a period eight days from the receipt of the Notice. Subsequently, our
Company had submitted the copy of the requisite lease agreement with the office of the Village Council on
September 24, 2021. The matter is currently pending.

Pursuant to an inspection of our Company’s warehouse located in Hubli, Karnataka, on August 3, 2021, by
Office of the Labour Officer, Hubli, Karnataka (“Labour Officer”), the Labour Officer had noticed certain
non-compliances with certain labour laws, including, amongst others, the Payment of Bonus Act, 1965,
Payment of Gratuity (Karnataka) Rules, 1973 and Karnataka Industrial Establishments (National Holidays
and Festival Holidays) Act, 1963. Subsequently, an inspection report dated August 3, 2021 was issued by
the Labour Officer, which required our Company to rectify the violations observed and submit a compliance
report within seven days from the date of the inspection report. Subsequently, by way of its letter dated
August 23, 2021, our Company has submitted the compliance report with the Labour Officer, which has
been acknowledged by the Labour Office. The matter is currently pending.

The Assistant Commissioner of Labour, Jabalpur, Department of Labour, has filed a complaint against Sahil
Barua, on behalf of our Company, before Chief Judicial Magistrate, Jabalpur, Madhya Pradesh, for alleged
violation of sections 13(a)(3), 14(a), 25 and 14(9) of the Payment of Wages Act, 1936 for non-maintenance
of certain statutory documents. The matter is currently pending.

The Assistant Commissioner of Labour, Jabalpur, Department of Labour, has filed a complaint against Sahil
Barua, on behalf of our Company, before Chief Judicial Magistrate, Jabalpur, Madhya Pradesh, for alleged

551
10.

11.

12.

13.

violation of sections 8 and 7(B)(1)(2) of the Payment of Gratuity Act, 1972 for non-maintenance of certain
statutory documents. The matter is currently pending.

Pursuant to an inspection of our Company’s warehouse located in Bengaluru, Karnataka, by the Department
of Labour, Government of Karnataka (“Labour Department”), on November 9, 2021, the Labour
Department had noticed certain non-compliances with certain labour laws, including, amongst others, the
Minimum Wages Act, 1948, the Karnataka Minimum Wages Rules, 1958, the Contract Labour (Abolition
and Control) Act, 1970 and Industrial Employment (Standing Orders) Act, 1946. Subsequently, an inspection
report dated November 9, 2021 was issued by the Labour Department, which required our Company to
submit a report of compliance within seven days from the date of the inspection report. Subsequently, by
way of its letter dated December 30, 2021, our Company had submitted the compliance report with the
Labour Department, receipt of which had been acknowledged by the Labour Department. The Labour
Department has issued a show cause notice dated February 7, 2022 alleging that our Company has failed to
submit the requisitie statutory documents and registers, and to show cause as to why a case should not be
initiated before the competent court. The matter is currently pending.

Pursuant to a petition filed by Jishnu (“Petitioner”), a notice dated December 15, 2021 (“Notice”) was issued
by the District Labour Officer, Malapppuram, Kerala, to our Company requiring our Company’s authorised
representative to attend the proceeding on February 14, 2022, in relation to the alleged illegal termination of
the services of the Petitioner. The matter is currently pending.

Pursuant to an application filed by Ranjan Sain, a former employee of our Company (“Applicant”), a notice
dated December 17, 2021 (“Notice”) was issued by the Office of Joint Commissioner of Labour, South West
District, National Capital Territory, Government of Delhi, to our Company under the Industrial Disputes
Act, 1947, requiring our Company’s authorised representative to attend the conciliation proceeding in
relation to an industrial dispute involving alleged illegal termination of the services of the Applicant. The
matter is currently pending.

 

A notice dated February 2, 2022 was issued by the Office of the Labour Inspector, Theog Circle, Shima,
Himachal Pradesh, to Sahil Barua, on behalf of our Company, under the Industrial Disputes Act, 1947,
requiring our Company’s authorised representative to attend the conciliation proceeding in relation to an
industrial dispute involving alleged illegal termination of the services of Naresh Bharati, a former employee
of our Company. The matter is currently pending.

A notice dated January 10, 2022 was issued by Employees’ State Insurance Corporation, Ministry of Labour
& Employment, Government of India to our Company under the Employees’ State Insurance Act, 1948
("ESI Act"), requiring our Company to pay an interest of 164 for the period from October 2017 to October
2021 in respect of the failure by our Company to pay the requiste contributions under the ESI Act. The matter
is currently pending.

A notice dated February 18, 2022 was issued by the Office of the Labour Inspector, Malappuram, Kerala, to
our Company, to attend the conciliation proceeding in relation to alleged unreasonable transfer of one of our
Company’s security personnel. The matter is currently pending.

C. Material civil proceedings

48 consumer cases have been filed by certain persons (“Petitioners”) against our Company and other third
parties before various forums, alleging, amongst others, failure of delivery of products on time and delivery
of wrong products. In these matters, our Company has been made a party on account of being the delivery
service provider. The Petitioners have, in many such matters, also claimed compensation from our Company.
These matters are currently pending at various stages of adjudication.

Litigation filed by our Company

A.

1.

Criminal proceedings
Our Company has filed a criminal complaint dated August 17, 2018, against Scientific Brains Nutraceuticals

Private Limited and others (“Accused”) under sections 138, 141, and 142 of the Negotiable Instruments Act,
1881 (the “NIA”), before the Court of Judicial Magistrate First Class, Gurugram, Haryana, alleging

552
dishonour of two separate cheques amounting to 20.55 million issued by the Accused to our Company. The
matter is currently pending.

Our Company has filed a complaint dated January 15, 2020, against Hanel Logistics Solutions Private
Limited and others (“Accused”) under sections 138, 141, and 142 of the NIA, before the Court of Chief
Judicial Magistrate, Gurgaon, Haryana, alleging dishonour of a cheque of 23.50 million issued by the
Accused to our Company. The matter is currently pending.

Our Company has filed a complaint dated March 5, 2020 against Akanksha Enterprises (“Accused”) under
sections 138 and 142 of the NIA, before the Court of Chief Judicial Magistrate, Gurugram, Haryana, alleging
dishonour of four separate cheques amounting to 21.08 million issued by the Accused to our Company. The
matter is currently pending.

Our Company has filed a complaint dated September 17, 2020 against Renu Enterprises and another
(“Accused”) under section 138 of the NIA, before the Judicial Magistrate First Class, Gurugram, Haryana,
alleging dishonour of two separate cheques amounting to 21.56 million issued by the Accused to our
Company.

Our Company has filed a complaint dated September 27, 2021 against Anwaar Ul Noorani Impex Private
Limited others (“Accused”) under sections 138, 141 and 142 of the NIA, before the Chief Judicial
Magistrate, Gurugram, Haryana, alleging dishonour of five separate cheques amounting to 210.40 million
issued by the Accused to our Company. The matter is currently pending.

An FIR dated August 16, 2019, has been filed by our Company under sections 406, 420, 468, 471 and 202
of the Indian Penal Code, 1860, against Prasanta Kumar Sahoo (“Accused”), a former employee of our
Company, with the police station at Udit Nagar, Rourkela, Odisha for the offences of, inter alia, cheating,
forgery of documents and irregularities in the submission of the cash deposit slips and depositions to the
extent of 24.79 million at the bank by the Accused. The Judicial Magistrate First Class, Udit Nagar, Rourkela,
Odisha has issued summons to the witnesses in the matter. The matter is currently pending.

An FIR dated September 25, 2019, has been filed by our Company under sections 406, 381 and 120B of the
Indian Penal Code, 1860, against Manav Talwar and Nishant, former employees of our Company, with the
police station at Jalandhar, Punjab, for the offence of theft of certain goods and cash from our Company’s
office in Jalandhar. The Chief Judicial Magistrate, Jalandhar, Punjab has issued summons to Vikas Kumar,
security supervisor of our Company, in the matter. The matter is currently pending.

An FIR dated March 20, 2019, has been filed by our Company against Bhup Singh (“Accused”), proprietor
of Shivam Enterprises, Rawatsar, with the police station at Hanumangad, Rawatsar, Rajasthan, under section
420 of the Indian Penal Code, 1860. Our Company has alleged that an offence of fraud has been committed
by the Accused by replacing certain original goods in the consignment with bad quality products and
initiating return of the consignment thereafter, which has caused a loss of about 22.50 million to our
Company. Further, in the final report dated June 2, 2019, submitted by the police before the Additional Chief
Judicial Magistrate, Rawatsar, no offence under section 420 of the Indian Penal Code, 1860 has been found
against the Accused. The matter is currently pending.

Material civil proceedings

Our Company has filed a petition dated March 8, 2021, under section 11(5) read with section 11(6) of the
Arbitration and Conciliation Act, 1996 read with section 151 of the CPC before the High Court of Delhi
against SS Supply Chain Solutions Private Limited (“Respondent”) seeking appointment of the sole
arbitrator in relation to the commercial disputes arising out of the service agreements dated April 5, 2019
and December 6, 2019, entered into between our Company and the Respondent for transportation and
delivery of certain goods to various destinations (collectively, the “Agreements”). As per the terms of the
Agreements, our Company was required to submit the freight bills in original every month for the
consignments delivered by it along with a copy of acknowledgement/ receipt of goods given by the consignee
and the Respondent was required to make payment to our Company within a stipulated time period. Our
Company has alleged that during the course of its engagement, an amount of 221.05 million became due and
payable by the Respondent, which the Respondent has failed to pay. Further, as per the terms of the aforesaid
Agreements, the disputes were required to be resolved by a sole arbitrator to be appointed by the Respondent.

553
A sole arbitrator has been appointed in this matter for adjudication of the dispute. The matter is currently
pending.

2. Our Company has initiated a commercial suit before the District Judge (Commercial Court), Patiala House
Court, New Delhi, (“Commercial Court”), against Mohit Polytech Private Limited (“Defendant”). Our
Company and the Defendant had entered into an agreement through a letter of intent dated June 7, 2019
(“Service Agreement”) pursuant to which our Company was engaged by the Defendant to provide services,
which included, amongst others, providing dedicated goods carriage vehicles to the Defendant for moving
goods or consignments of the Defendant between designated points, etc. (“Services”). In terms of the Service
Agreement, the Defendant was required to make payment to our Company within a period of 60 days from
the date of the invoice raised by our Company. Our Company contended that the Defendant, on numerous
occasions, breached the conditions of the Service Agreement by not making timely payment and alleged that
the Defendant is required to pay an outstanding amount of 25.31 million along with applicable interest for
delay for the Services rendered by our Company. Our Company has thus, filed the suit seeking, inter alia,
directions to the Defendant for payment of the aforesaid amount along with applicable interest for the delay
in payment. The matter is currently pending.

Tax proceedings involving our Company

 

 

Particulars Number of cases ‘Aggregate amount involved to the extent ascertainable

(in Z million)
Direct Tax 10 344.92
Indirect Tax 14 64.71
Total 24 409.63

 

Il. Litigation involving our Subsidiaries
Litigation filed by our Subsidiaries

Spoton Logistics Private Limited

A. Criminal proceedings

Spoton has filed 15 complaints under section 138 of the NIA before various forums. These matters are
currently pending at various stages of adjudication.

Tax proceedings involving our Subsidiaries

 

 

Particulars Number of cases ‘Aggregate amount involved to the extent ascertainable

(in Z million)
Indirect Tax 8 625.41
Direct Tax 2 12.82
Total i 638.23

 

Tax proceedings which involve an amount greater than the materiality threshold

1, A show cause notice dated April 18, 2017 (“Show Cause Notice”) was issued by the Office of Principal
Commissioner of Service Tax, Bengaluru, Karnataka (“Service Tax Commissioner”) to Spoton, calling
upon Spoton to show cause as to why, amongst others, (i) the services of line haul received from the lorry/
vehicle owners should not be classified as “Transport of Goods by Road” services in terms of section
65(105)(zzp) of the Finance Act, 1994 for the period of up to June 30, 2012 and as “service” in terms of
section 65B(26) of the Finance Act, 1994, with effect from July 1, 2012, (ii) service tax amount of 7129.61
million, education cess of 22.59 million and secondary and higher education cess of 21.29 million,
aggregating to 7133.49 million for the period from January 2012 to March 2015 on expenditure incurred
towards line haul charges, and (iii) service tax amount of 354.25 million, education cess of 21.09 million
and secondary and higher education cess of %0.54 million, aggregating to 55.89 million for the period
from January 2012 to March 2015 on expenditure incurred towards pick-up and delivery charges should
not be demanded from Spoton. Further, a demand notice dated March 28, 2018 (“Demand Notice”) was
issued by Service Tax Commissioner to Spoton, which required Spoton to show cause as to why, amongst
others, (i) the services of line haul received from the lorry/ vehicle owners should not be classified as
“service” in terms of 65B(26) of the Finance Act, 1994, with effect from July 1, 2012, (ii) service tax

 

554
amount of 7154.03 million for the period from April 2015 to June 2017 on the expenditure incurred towards
line haul charges, and (iii) service tax amount of 267.60 million for the period from April 2015 to June
2017 on the expenditure incurred towards pick-up and delivery charges should not be demanded. In
response to the Show Cause Notice, by way of its letters dated September 7, 2017 and March 22, 2018 to
the Service Tax Commissioner, Spoton had denied and refuted the demand of service tax by the Service
Tax Commissioner stating, inter alia, that the nature of activity of Spoton is that of “courier agency
services” and the owners of trucks/ fleet operators were not “goods transport agency” or “transport booking
agents” rendering services in relation to transportation of goods by road in a goods carriage. Subsequently,
the Service Tax Commissioner passed an order dated September 6, 2018 (“Impugned Order 1”) against
Spoton demanding service tax of 2189.39 million along with interest and penalty of 2189.39 million.
Further, in response to the Demand Notice, by way of its letter dated May 24, 2018, Spoton had denied
and refuted the demand of service tax by the Service Tax Commissioner stating, inter alia, that Spoton had
not received the services of “goods transport agency” as defined under the Finance Act, 1994 and that the
service providers to whom they had paid line haul and pickup delivery charges were not transport booking
agents. Subsequently, the Service Tax Commissioner passed an order dated July 23, 2021 (collectively
with the Impugner Order 1, the “Impugned Orders”) against Spoton demanding service tax of 7221.64
million along with interest and penalty of 222.16 million. Spoton has filed two separate appeals before the
Customs, Excise and Service Tax Appellate Tribunal, Bangalore, Karnataka, against the respective
Impugned Orders, praying that the Impugned Orders be quashed and set aside. The matter is currently
pending.

Litigation involving our Directors

Litigation filed against our Directors

A.

tT.

Criminal proceedings

An ex-employee (“Complainant”) of a company (“Entity”), in which Deepak Kapoor served as the
chairman of the board of directors, at the relevant time, has filed a complaint (“Complaint”) against the
Entity and certain of its officers including Deepak Kapoor before the Civil Judge (Junior Division) cum
Judicial Magistrate First Class, Gurugram (“Trial Court’) under sections 182, 204, 406, 420, 468, 469, 471,
477, 477A, 499, 500, 506 and 120B of the Indian Penal Code, 1860. Vide an order dated October 9, 2019
(“Order”), the Trial Court took cognizance only against Deepak Kapoor for the alleged offence of
defamation under sections 499 and 500 of the Indian Penal Code, 1860 on the ground that by issuing a
termination letter to the Complainant, which was signed by Deepak Kapoor in his capacity as chairman and
director of the Entity and termination of the employment of the Complainant by the Entity lowered the
Complainant’s reputation in the eyes of his family and other persons. The Complainant failed to produce
evidence for making out a case against other officials and the Entity, and accordingly the complaint against
the other officials and the Entity was dismissed by the Trial Court. The Complaint is currently pending before
the Trial Court against Deepak Kapoor. Subsequently, the Complainant has approached the Court of the
Additional Sessions Judge, Gurugram, challenging the Order. Further, Deepak Kapoor has approached the
High Court of Punjab and Haryana (“High Court”) by way of a petition filed under section 482 of the Code
of Criminal Procedure, 1973 praying for the quashing of the Complaint and the Order (“Petition”). The High
Court has, after a preliminary hearing in the Petition, by way of its order dated December 2, 2019 stayed the
proceedings before the Trial Court on the prima facie ground of the Complaint not being maintainable and
being barred by limitation under section 468(2) of the Code of Criminal Procedure, 1973. The Petition is
currently pending before the High Court.

The Inspector of Legal Metrology, Guwahati, Assam has, in its complaint filed before Chief Judicial
Magistrate, Guwahati, Assam, alleged that one of the retail outlets of an entity (“Entity”) with which
Kalpana Jaisingh Morparia was associated at the relevant time, has committed offences under section 36 of
the Legal Metrology Act, 2009 (the “Act”), for violation of section 18(1) of the Act, and rule 18(2A) of the
Legal Metrology (Packaged Commodities) Rules, 2011, i.e., by declaring different maximum retail prices
on identical pre-packaged commodities. The matter is currently pending.

The Inspector of Legal Metrology, VV Puram, Bangalore, has alleged before the 24th Additional Chief
Metropolitan Magistrate’s Court, Bangalore that several of the directors of an entity where Kalpana Jaisingh
Morparia was a Director at the relevant time (“Entity”) have committed offences under the Legal Metrology
Act, 2009 (the “Act”), for violation of section 18 of the Act, and rule 31(1) of the Legal Metrology (Packaged
Commodities) Rules, 2011, i.e., publication of an advertisement wherein the net quantity of the advertised

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Outstanding dues to creditors

In accordance with the Materiality Policy, details of outstanding dues (trade payables) owed to MSME (as defined
under section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and
other creditors, as at December 31, 2021, are set out below:

 

 

‘Type of creditors Number of creditors Amount involved

(in million)

Material creditors Nil Nil
Micro, Small and Medium Enterprises 290 36.72
Other creditors 29,920 3,426.46
Total 30,210 3,463.18

 

The details pertaining to outstanding dues to the material creditors along with names and amounts involved for
each such material creditor are available on the website of our Company at https://www.delhivery.com/investor-
relations/.

Material Developments

 

Other than as stated in the section entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 518, there have not arisen, since the date of the last financial information disclosed
in this Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our operations,
our profitability taken as a whole or the value of our consolidated assets or our ability to pay our liabilities within
the next 12 months from the date of the filing of the DRHP.

 

557
product has not been declared despite the retail sale price having been declared. The matter is currently
pending.

A complaint (“Complaint”) has been filed by Pramod Kumar against Saugata Gupta (in his capacity as
managing officer and chief executing officer of Marico Limited) and others before Chief Metropolitan
Magistrate, Saket, Delhi, under sections 17C(c), 18a(ii), 27A(ii), 32, 34 and 148 of Drugs and Cosmetics
Act, 1940 and sections 417, 420, and 120B read with sections 34 and 35 of Indian Penal Code, 1860, alleging
cheating and misbranding with respect to one of the products of Marico Limited. An application for quashing
the Complaint under section 482 of the Code of Criminal Procedure, 1973 has been filed by Marico Limited
and Saugata Gupta, and the proceedings have been stayed by High Court of Delhi. The matter is currently
pending.

For further details regarding outstanding criminal cases filed against Deepak Kapoor and Sandeep Kumar
Barasia, see “- Litigation involving our Company ~ Litigation filed against our Company — Criminal
Proceedings — point 1” on page 50.

Actions by regulatory and statutory authorities

Deepak Kapoor (“Appellant”) has filed an appeal dated October 31, 2019 (“Appeal”) before the Appellate
Tribunal under the FEMA, at New Delhi ( “Appellate Tribunal”) challenging the order dated September
11, 2019 (“Order”) passed by the Adjudication Authority of the Enforcement Directorate (the
“Enforcement Directorate”) by way of which a penalty under section 13 of the FEMA had been imposed
on a company (“Entity”), and on its officers including the Appellant, who served as the chairman of the
Entity at the relevant period. Pursuant to the Order, the Enforcement Directorate imposed a penalty of 22.30
million on the Appellant (in his capacity as the chairman and director of the Entity), for the alleged violation
by the Entity of, amongst others, sections 10(6), 6(2), 6(3) read with section 42 and 9(b) of FEMA and the
regulations thereunder. The matter pertains to allegations in relation to irregularities in accounting treatment
of certain non-refundable financial grants received from abroad through the automatic route by the Entity
where the Appellant was the chairman and director at the relevant time when the grants were received. The
Appeal is currently pending before the Appellate Tribunal.

For details regarding actions by regulatory and statutory authorities involving Sahil Barua, see “- Litigation
involving our Company ~ Litigation filed against our Company — Outstanding actions by regulatory and
statutory authorities — points 6, 7, 8 and 11” on page 551.

Litigation filed by our Directors

A.

1.

Material civil proceedings

Srivatsan Rajan, Sandeep Kumar Barasia and others have filed an application under section 7 of the
Insolvency and Bankruptcy Code, 2016 for initiation of corporate insolvency resolution process against
IREO Private Limited before the National Company Law Tribunal, New Delhi, for failure to hand over
possession of apartments booked by certain homebuyers in the project called “IREO Gurgaon Hills”
proposed to be built at Gurgaon Faridabad Expressway, Gurugram, Haryana and for claiming an amount of
21,625.57 million in this respect. The matter is currently pending.

Tax proceedings involving our Directors

 

 

 

Particulars ‘Number of cases ‘Aggregate amount involved to the extent ascertainable
(in Z million)
Indirect Tax Nil Nil
Direct Tax 1 Nil
Total 1 Nil
IV. Material Litigations involving our Group Company

As on the date of this Prospectus, there are no outstanding litigation proceedings involving our Group Company,
the outcome of which could have a material impact on our Company.

556
GOVERNMENT AND OTHER APPROVALS

Our business requires various approvals, consents, licenses, registrations and permits issued by relevant
governmental and regulatory authorities of the respective jurisdictions under various rules and regulations. Set
out below is an indicative list of all material approvals, consents, licenses, registrations and permits obtained by
our Company and our Material Subsidiary, as applicable, for the purposes of undertaking their respective
businesses and operations. Except as mentioned below no further material approvals are required to undertake
the Offer. Additionally, unless otherwise stated herein, these approvals, consents, licenses, registrations and
permits are valid as on the date of this Prospectus. Certain approvals, licenses, registrations and permits may
expire periodically in the ordinary course and applications for renewal of such expired approvals are submitted
in accordance with applicable requirements and procedures. For further details in connection with the regulatory
and legal framework applicable to our Company and our Material Subsidiary, see “History and Certain
Corporate Matters”, “Risk Factors” and “Key Industry Regulations and Policies” on pages 246, 34 and 242.

We have also set out below, (i) material approvals or renewals applied for but not received; (ii) material approvals
expired and renewal yet to be applied for; and (iii) material approvals required but not obtained or applied for,
as on the date of this Prospectus.

L Approvals in relation to the Offer

For details regarding the approvals and authorisations obtained by our Company in relation to the Offer,
see “Other Regulatory and Statutory Disclosures — Authority for the Offer” on page 562.

Il. Material approvals obtained in relation to our business and operations

We are required to obtain approvals and licenses issued by central and state authorities under various

rules and regulations in order to continue our general business activities in India. Some of these may

expire in the ordinary course of business and applications for renewal of these approvals are submitted
in accordance with applicable procedures and requirements. We have received the following material
approvals pertaining to our business:

A. Tax related approvals

(i) Our Company

a. The permanent account number of our Company is AAPCS9575E.

b. The tax deduction account number of our Company is DELS45356D.

c. The GST registration certificates issued by the State Governments for GST payments in the states
where our business operations are situated. The GST identification number for Delhi, where our
registered office is located is O7AAPCS9575E1ZP.

(ii) Spoton Logistics Private Limited

a. The permanent account number of Spoton is AAQCS5845Q.

b. The tax deduction account number of Spoton is BLRS49250F.

c. GST registration certificates issued by the State Governments for GST payments in the states where
our business operations are situated. The GST identification number for Karnataka, where the
registered office of Spoton is located is 29AAQCS5845Q1Z4.

B. Labour and commercial related approvals
(i) Our Company
a. Under the provisions of the EPF Act, our Company has been allotted EPF establishment code

number DLCPM0043366000.
b. Under the ESI Act, our Company has been allotted ESIC code no. 20001219180000999.

558
@

(ii)

Registration certificates issued for contract labour under the Contract Labour (Regulation &
Abolition) Act, 1970 for our offices, warehouses and other premises. These registrations are
periodically renewed, whenever applicable.

Registration certificates issued under relevant shops and establishment legislations in various states
for our offices, gateways, warehouses, hubs and last mile delivery centres (“Facilities”). These
registrations are periodically renewed, whenever applicable.

Our Company has been allotted LEI code no. 335800CUQ1SBCH9TTH82. This code is valid until
May 15, 2023.

(ii) Spoton Logistics Private Limited

a. Under the provisions of the EPF Act, Spoton has been allotted EPF establishment code number
KN/67027.

b. Under the ESI Act, Spoton has been allotted ESIC code no. 50000424340001006.

c. Trade license dated May 18, 2021 bearing registration number EA13110645146903436 issued by
the Medical Officer of Health, Shivaji Nagar, Bruhat Bangalore Mahanagar Palike, Bangalore.

d. Registration certificates issued for contract labour under the Contract Labour (Regulation &
Abolition) Act, 1970 for the offices, warehouses and other premises of Spoton. These registrations
are periodically renewed, whenever applicable.

e. Registration certificates issued under relevant shops and establishment legislations in various states
for our Facilities. These registrations are periodically renewed, whenever applicable.

f.  Spoton has been allotted LEI code no. 33580022TRJXESSLNN61. This code is valid until January
10, 2023.

Regulatory approvals

Regulatory approvals obtained by our Company

a.

Certificate of registration dated March 11, 2020 issued by the Directorate General of Shipping,
Ministry of Shipping, Government of India, for registration as a Multimodal Transport Operator
bearing registration number MTO/DGS/2153/FEB/2023 under the Multimodal Transportation of
Goods Act, 1993 and the Registration of Multimodal Transport Operator Rules, 1992 to carry
on/commence the business of multimodal transportation. The registration is valid until February
2023.

Central License dated December 17, 2020 bearing License No. 10020064002305 from the Food
Safety and Standards Authority of India, Government of India to conduct the business of
“Trade/Retail — Transportation (having a number of specialized vehicles like insulated refrigerated
van/ wagon and milk tankers etc.)” under the Food Safety and Standards Act, 2006. The license is
valid till April 14, 2025. Further, our Company has also obtained licenses under the Food Safety and
Standards Act, 2006 in the various states where our Company carries on the business of a food
business operator.

Certificate of registration issued by the Deputy Commissioner of Customs, New Delhi in January
2020, for registration as a Consol Agent, bearing registration no. AAPCS9575E and valid till January
6, 2023.

Regulatory approvals obtained by our Material Subsidiary, Spoton Logistics Private Limited

a.

Certificate of approval dated September 4, 2019 bearing approval no. ISO 9001 -00021877 issued
by Lloyd’s Register Quality Assurance Limited in respect of our end to end logistics operation
services. The approval is valid till September 3, 2022.

559
 

S.No. Trademark Classes of Registration
1. 35, 39, 42

 

2. 35, 39, 42

 

3. 35, 39, 42
4. 35, 39, 42
5. 35, 39, 42
DELHIVEry
6. 35, 39, 42
DELHIVErY
Small World
, Ra “ee
8.
35, 39

SPOTON

Engineered for accuracy

 

 

Further, we have also made applications seeking registration of various trademarks under various classes,
which are currently pending registration.

Further, as on the date of this Prospectus, our Company has also received registration of certain
trademarks in the United Kingdom, Hong Kong and Singapore. Further, we have applied for registration
of our trademark ‘Delhivery’ in the United States of America and China.

For risks associated with our intellectual property please see, “Risk Factors — We may not be able to prevent
others from unauthorised use of our intellectual property, which could harm our business and competitive
Position on page 73. For details about our intellectual property involved in litigation, please see, “Outstanding
Litigation and Material Developments — Litigation involving our Company — Litigation filed by our Company
— Material Civil Proceedings” on page 553.

561
Iv.

b. Certificate of registration dated October 4, 2019, issued by the Karnataka License Service Area,
Department of Telecommunications, Ministry of Communication, Government of India bearing
registration no. KTK/D/100108/1019 for setting up a ‘Domestic OSP Centre’ under the New
Telecom Policy, 1999. The registration is valid for a period of 20 years, that is, till October 3, 2039.

c. License No. 11220333001309 dated June 25, 2021 issued by the Food Safety and Standards
Authority of India, Government of India under the Food Safety and Standards Act, 2006 for carrying
on the business of “Trade/Retail — Transportation (having a number of specialized vehicles like
insulated refrigerated van/ wagon and milk tankers etc.)” at Bengaluru. The license is valid till July
9, 2022.

Material approvals pending in respect of our Company

Material approvals or renewals for which applications are currently pending before relevant
authorities

As on the date of this Prospectus, we currently hold all material approvals, licenses, registrations and
permits, as required, except the following for which the applications for obtaining the approval or its
renewal are currently pending before the relevant authorities:

a. Application dated September 14, 2021 bearing number DL21091451041051 made before the
Commissioner, Transport Department, Government of NCT of Delhi, for registration under the
Carriage by Road Act, 2007.

Material approvals expired and renewals yet to be applied for

Nil.

Material approvals required but not obtained or applied for

Nil.

Material approvals or renewals pending in respect of our Material Subsidiary

Material approvals or renewals for which applications are currently pending before relevant
authorities

As on the date of this Prospectus, Spoton Logistics Private Limited currently holds all material approvals,
licenses, registrations and permits, as required, except the following for which the applications for
obtaining the approval or its renewal are currently pending before the relevant authorities:

a. Application dated January 21, 2021 made before the Revenue Department, Corporation of Chennai,
for obtaining Trade License for Chennai.

Material approvals expired and renewals yet to be applied for

Nil.

Material approvals required but not obtained or applied for

a. Registration as a ‘common carrier’ under the Carriage by Road Act, 2007.

b. Registration under the Contract Labour (Regulation and Abolition) Act, 1970 for the State of Andhra
Pradesh.

Intellectual property related approvals

As on the date of this Prospectus, our Company and our Subsidiaries have registered various trademarks
under various classes with the Registrar of Trademarks under the Trademarks Act, 1999. These include:

560
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Corporate Approvals

Our Board has authorized the Offer pursuant to its resolution dated October 13, 2021 and our Shareholders have
authorized the Fresh Issue pursuant to a special resolution passed on October 15, 2021 under Section 62(1)(c) of
the Companies Act.

Our Board has taken on record the Offer for Sale by the Selling Shareholders pursuant to its resolution dated
November 1, 2021.

Our Board has approved and adopted the Red Herring Prospectus for filing with the RoC, SEBI and the Stock
Exchanges pursuant to its resolution dated April 30, 2022. Our Board has approved and adopted this Prospectus
for filing with the RoC, SEBI and the Stock Exchanges pursuant to its resolution dated May 14, 2022.

Approvals from the Selling Shareholders

Each of the Selling Shareholders has, severally and not jointly, authorized and confirmed inclusion of its portion
of the Offered Shares as part of the Offer for Sale, as set out below:

 

Name of Selling Aggregate amount of Date of Selling Date of corporate

 

Shareholders Offer for Sale (in % Shareholders’ consent authorization/ Board
million) letter resolution

Investor Selling Shareholders

CA Swift Investments 4,540 April 20, 2022 October 20, 2021

Deli CMF Pte. Ltd. 2,000 April 18, 2022 October 19, 2021

SVE Doorbell (Cayman) Ltd 3,650 April 19, 2022 September 22, 2021

Times Internet Limited 1,650 April 20, 2022 September 15, 2021

Individual Selling Shareholders

Kapil Bharati 50 April 20, 2022 =

Mohit Tandon 400 January 20, 2022 -

Suraj Saharan 60 January 20, 2022 =

 

Each Selling Shareholder, severally and not jointly, confirms that, its portion of the Offered Shares are eligible to
be offered for sale in the Offer in accordance with the requirements set out under Regulation 8 of the SEBI ICDR
Regulations.

In-principle Listing Approvals

Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant
to their letters dated November 22, 2021 and December 9, 2021, respectively.

Prohibition by the SEBI, the RBI or other Governmental Authorities

Our Company, Directors, persons in control of our Company and each of the Selling Shareholders are not
prohibited from accessing the capital markets or debarred from buying, selling or dealing in securities under any
order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other
authority/court.

Directors associated with the Securities Market

Except as stated below, none of our Directors are associated with the securities market and no action has been
initiated by SEBI against any of our Directors in the five years preceding the date of this Prospectus:

Our Non-Executive Nominee Director, Munish Ravinder Varma, is associated as chief executive officer, chairman
and director of SVF Investment Corp. 2 and as managing partner at SoftBank Investment Advisers.

Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
Our Company and each of the Selling Shareholders, severally and not jointly, confirms that it is in compliance

with the Companies (Significant Beneficial Owners) Rules, 2018, as amended (“SBO Rules”), to the extent
applicable to each of them, as on the date of this Prospectus.

562
Eligibility for the Offer

Our Company is eligible for the Offer in accordance with Regulation 6(2) of the SEBI ICDR Regulations which
states the following:

“An issuer not satisfying the condition stipulated in sub-regulation (1) shall be eligible to make an initial public
offer only if the issue is made through the book-building process and the issuer undertakes to allot at least seventy
five per cent of the net offer to qualified institutional buyers and to refund the full subscription money if it fails to
do so.”

We are an unlisted company that does not satisfy the conditions specified in Regulation 6(1) of the SEBI ICDR
Regulations and are therefore required to meet the conditions stipulated under Regulation 6(2) of the SEBI ICDR
Regulations. We undertake to comply with Regulation 6(2) of the SEBI ICDR Regulations and Allot at least 75%
of the Net Offer to QIBs and in the event that we fail to do so, the full application monies shall be refunded to the
Bidders, in accordance with the SEBI ICDR Regulations.

Our Company confirms that it is also in compliance with the conditions specified in Regulation 7(1) of the SEBI
ICDR Regulations, to the extent applicable, and has ensured compliance with the conditions specified in
Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable.

Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Allottees shall not be less than 1,000.

If our Company does not Allot Equity Shares pursuant to the Offer within six Working Days from the Bid/Offer
Closing Date or within such timeline as prescribed by the SEBI, it shall repay without interest all monies received
from bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the
delay period. For the avoidance of doubt, subject to applicable law, no Selling Shareholder shall be responsible to
pay interest for any such delay, except to the extent such delay is caused solely by, and is directly attributable to,
an act or omission of such Selling Shareholder and in all other cases where the delay is not caused by and is not
directly attributable to any Selling Shareholder, the Company shall solely be responsible to pay such interest.

Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI
ICDR Regulations, to the extent applicable. Our Company is in compliance with the conditions specified in
Regulation 5 of the SEBI ICDR Regulations, as follows:

(a) Neither our Company, nor our Directors, nor any of the Selling Shareholders are debarred from accessing the
capital markets by the SEBI.

(b) None of our Directors are promoters or directors of companies which are debarred from accessing the capital
markets by the SEBI.

(c) Neither our Company nor any of our Directors has been declared a wilful defaulters by any bank or financial
institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.

(d) None of our Directors is a Fugitive Economic Offender.

(e) Except for the options granted pursuant to ESOP Schemes, there are no outstanding warrants, options or rights
to convert debentures, loans or other instruments convertible into, or any other right which would entitle any
person any option to receive Equity Shares, as on the date of this Prospectus. For further information on the
ESOP Schemes, see “Capital Structure” on page 117.

Further, our Company and Directors have not been declared as ‘Fraudulent Borrowers’ by any lending bank,
financial institution or consortium, in terms of RBI master circular dated July 1, 2016.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING KOTAK MAHINDRA CAPITAL
COMPANY LIMITED, MORGAN STANLEY INDIA COMPANY PRIVATE LIMITED, BOFA
SECURITIES INDIA LIMITED AND CITIGROUP GLOBAL MARKETS INDIA PRIVATE LIMITED,

563
HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI ICDR
REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS AND EACH OF THE SELLING
SHAREHOLDERS WILL BE RESPONSIBLE, FOR THE STATEMENTS CONFIRMED OR
UNDERTAKEN BY IT IN THE DRAFT RED HERRING PROSPECTUS IN RELATION TO ITSELF
AND FOR ITS RESPECTIVE PORTION OF THE OFFERED SHARES, THE BOOK RUNNING LEAD
MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT OUR
COMPANY AND THE SELLING SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD
MANAGERS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED
NOVEMBER 1, 2021 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SEBI ICDR
REGULATIONS.

THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO
TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS, ANY
IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.

All applicable legal requirements pertaining to the Offer will be complied with at the time of registration of this
Prospectus with the RoC in terms of Sections 26, 30, 32, 33(1) and 33(2) of the Companies Act.

Disclaimer from our Company, our Directors, the Selling Shareholders, the BRLMs

Our Company, our Directors, the Selling Shareholders, the BRLMs accept no responsibility for statements made
otherwise than in this Prospectus or in the advertisements or any other material issued by or at our Company’s
instance and anyone placing reliance on any other source of information, would be doing so at his or her own risk.
It is clarified that neither the Selling Shareholders, nor their respective directors, affiliates, associates and officers,
accept and/or undertake any responsibility for any statements made or undertakings provided other than those
made or undertaken by such Selling Shareholder in relation to itself and/or the Equity Shares offered by it through
the Offer for Sale.

The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement to be entered into among the Underwriters, the Selling Shareholders and our Company.

All information shall be made available by our Company, each of the Selling Shareholders, severally and not
jointly (to the extent that the information pertain to its and its respective portions of the Offered Shares) and the
BRLMs to the investors and the public at large and no selective or additional information would be made available
for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales
reports, at the Bidding Centres or elsewhere.

Investors who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company,
the Selling Shareholders, the Underwriters and their respective directors, partners, designated partners, officers,
agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines
and approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any
person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the
Equity Shares. Our Company, the Selling Shareholders, the Underwriters and their respective directors, partners,
designated partners, officers, agents, affiliates, and representatives accept no responsibility or liability for advising
any investor on whether such investor is eligible to acquire the Equity Shares.

The BRLMs and their respective associates and affiliates, in their capacity as principals or agents, may engage in
transactions with, and perform services for, our Company, the Selling Shareholders, their respective group
companies, affiliates or associates or third parties in the ordinary course of business and have engaged, or may in
the future engage, in commercial banking and investment banking transactions with our Company, the Selling

564
Shareholders, and their respective group companies, affiliates or associates or third parties, for which they have
received, and may in the future receive, compensation.

Disclaimer in respect of Jurisdiction
Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in New Delhi, India.

This Offer is being made in India to persons resident in India, who are competent to contract under the Indian
Contract Act, 1872, including Indian nationals resident in India, HUFs, companies, other corporate bodies and
societies registered under the applicable laws in India and authorized to invest in equity shares, Indian Mutual
Funds registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative
banks (subject to permission from the RBI), systemically important non-banking financial companies or trusts
under the applicable trust laws, and who are authorized under their respective constitutions to hold and invest in
equity shares, public financial institutions as specified under Section 2(72) of the Companies Act, venture capital
funds, permitted insurance companies and pension funds and, to permitted non-residents including Eligible NRIs,
AIFs, FPIs and QIBs. The Red Herring Prospectus and this Prospectus do not, however, constitute an offer to sell
or an invitation to subscribe to Equity Shares offered hereby, in any jurisdiction to any person to whom it is
unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession the Red Herring
Prospectus and this Prospectus comes is required to inform himself or herself about, and to observe, any such
restrictions. Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) at New
Delhi, India only.

No action has been, or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that the Draft Red Herring Prospectus was filed with SEBI for its observations.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and the Red
Herring Prospectus and this Prospectus may not be distributed, in any jurisdiction, except in accordance with the
legal requirements applicable in such jurisdiction. Neither the delivery of the Red Herring Prospectus and this
Prospectus, nor any offer or sale hereunder, shall, under any circumstances, create any implication that there has
been no change in our affairs or in the affairs of the Selling Shareholders from the date hereof or that the
information contained herein is correct as of any time subsequent to this date. Invitations to subscribe to or
purchase the Equity Shares in the Offer were made only pursuant to the Red Herring Prospectus if the recipient is
in India or the preliminary offering memorandum for the Offer, which comprises the Red Herring Prospectus and
the preliminary international wrap for the Offer, if the recipient is outside India.

No person outside India is eligible to bid for Equity Shares in the Offer unless that person has received the
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer
outside India.

Eligibility and Transfer Restrictions

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws in the United States, and, unless so registered, may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or ina
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state
securities laws in the United States. Our Company has not registered and does not intend to register under
the U.S. Investment Company Act in reliance on Section 3(c)(7) of the U.S. Investment Company Act, and
investors will not be entitled to the benefits of the U.S. Investment Company Act. Accordingly, the Equity
Shares are only being offered and sold (i) to persons in the United States or to or for the account or benefit
of, U.S. Persons, in each case to investors that are both “qualified institutional buyers” (as defined in Rule
144A under the U.S. Securities Act and referred to in the Red Herring Prospectus as “U.S. QIBs” and, 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 the Red Herring Prospectus as “QIBs”) and
“qualified purchasers” (as defined under the U.S. Investment Company Act and referred to in the Red
Herring Prospectus as “QPs”) in transactions exempt from or not subject to the registration requirements
of the U.S. Securities Act and in reliance on Section 3(c)(7) of the U.S. Investment Company Act; or (ii)
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

565
by pre-arrangement or otherwise (such permitted transactions including, for the avoidance of doubt, a
bona fide sale on the BSE or NSE).

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.

Until the expiry of 40 days after the commencement of the Offer, an offer or sale of the Equity Shares within the
United States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements
of the U.S. Securities Act unless made pursuant to Rule 144A or another available exemption from the registration
requirements of the U.S. Securities Act and in accordance with applicable state securities laws in the United States.

Our Company is not and will not be registered under the U.S. Investment Company Act, and investors will not be
entitled to the benefits of the U.S. Investment Company Act.

Eligible Investors
The Equity Shares are being offered and sold:

i, in the United States or to, or for the account or benefit of, U.S. Persons, in each case to investors that are
both U.S. QIBs and QPs, in transactions exempt from or not subject to the registration requirements of
the U.S. Securities Act and in reliance on Section 3(c)(7) the U.S. Investment Company Act; and

ii. 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;

and in each case who are deemed to have made the representations set forth immediately below.
Equity Shares Offered and Sold within the United States

Each purchaser that is acquiring the Equity Shares offered pursuant to this Offer within the United States, by its
acceptance of the Red Herring Prospectus and of the Equity Shares, will be deemed to have acknowledged,
represented to and agreed with the Company, the Selling Shareholders and the BRLMs that it has received a copy
of the Red Herring Prospectus and such other information as it deems necessary to make an informed investment
decision and that:

1. the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this Offer
in compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to this Offer have not been and will not
be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the
United States and accordingly may not be offered or sold within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act;

3. the purchaser (i) is a U.S. QIB and a QP, (ii) is aware that the sale to it is being made in a transaction exempt
from, or not subject to, the registration requirements of the U.S. Securities Act, (iii) was not formed for the
purpose of investing in the Equity Shares and (iv) is acquiring such Equity Shares for its own account or for
the account or benefit of one or more persons, each of which is a U.S. QIB and a QP, with respect to which
it exercises sole investment discretion; the purchaser, and each account for which it is purchasing or otherwise
aquiring Equity Shares, will purchase, hold or transfer Equity Shares amounting to at least US$250,000 or its
equivalent in another currency.

4, The purchaser acknowledges that the Company has not registered, and does not intend to register, as an
“investment company” (as such term is defined under the U.S. Investment Company Act) and that the
Company has imposed the transfer and offering restrictions with respect to persons in the United States and
U.S. Persons described herein so that the Company will qualify for the exception provided under Section
3(¢)(7) of the U.S. Investment Company Act and will have no obligation to register as an investment
company. The purchaser, and each person for which it is acting, also understands and agrees that the Company
and the BRLMs shall have the right to request and receive such additional documents, certificates,

566
10.

11.

12.

13.

14.

15.

16.

representations and undertakings, from time to time, as they may deem necessary in order to comply with
applicable legal requirements;

the purchaser is not a broker-dealer which owns and invests on a discretionary basis less than US$25 million
in securities of issuers unaffiliated with such broker-dealer;

the purchaser understands that, subject to certain exceptions, to be a QP, entities must have US$25 million in
“investments” (as defined in Rule 2a51-1 of the U.S. Investment Company Act);

the purchaser is not an affiliate of the Company or a person acting on behalf of an affiliate;

the purchaser is not a participant-directed employee plan, such as a 401(k) plan, or a trust holding the assets
of such plan, unless the investment decisions with respect to such plan are made solely by the fiduciary,
trustee or sponsor of such plan;

the purchaser is not managed as a device for facilitating individual investment decisions of beneficial owners,
but rather is managed as a collective investment vehicle;

the purchaser, and each account for which it is purchasing or otherwise acquisring Equity Shares, will
purchase, hold or transfer Equity Shares amounting to at least US$250,000 or its equivalent in another
currency;

it, and each person for which it is acting, was not formed, reformed or recapitalized for the purpose of
investing in the Equity Shares and/or other securities of the Company;

if the purchaser, or any person for which it is acting, is an investment company excepted from the U.S
Investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof (or a foreign investment
company under section 7(d) thereof relying on Section 3(c)(1) or 3(c)(7) with respect to its holders that are
U.S. persons) and was formed on or before April 30, 1996, it has received the consent of its beneficial owners
who acquired their interests on or before April 30, 1996, with respect to its treatment as a QP in the manner
required by Section 2(a)(51)(C) of the U.S. Investment Company Act and the rules promulgated thereunder;

the purchaser, and each person for which it is acting, is not a partnership, common trust fund, or corporation,
special trust, pension fund or retirement plan, or other entity, in which the partners, beneficiaries, beneficial
owners, participants, shareholders or other equity owners, as the case may be, may designate the particular
investments to be made, or the allocation thereof unless all such partners, beneficiaries, beneficial owners,
participants, shareholders or other equity owners are both U.S, QIBs and QPs;

the purchaser, and each person for which it is acting, has not invested more than 40.0% of its assets in the
Equity Shares (or beneficial interests therein) and/or other securities of the Company after giving effect to
the purchase of the Equity Shares (or beneficial interests therein) (unless all of the beneficial owners of such
entity’s securities are both U.S. QIBs and QPs);

if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any
economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged
or otherwise transferred only outside the United States in an “offshore transaction” complying with Rule 903
or Rule 904 of Regulation S under the Securities Act 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). The purchaser agrees not to effect any sale,
pledge or other transfer of any Equity Shares in a transaction unless the purchaser first executes a US Resale
Letter in the form of Annexure A to this Prospectus and delivers such letter to the Company prior to the
settlement if any, of the sale, pledge or other transfer of the Equity Shares that is not consummated on BSE
or NSE. The purchaser understands that the transfer restrictions will remain in effect until the Company
determines, in its sole discretion, to remove them;

is not subscribing to, or purchasing, the Equity Shares with a view to, or for the offer or sale in connection

with, any distribution thereof (within the meaning of the U.S. Securities Act) that would be in violation of
the securities laws of the United States or any state thereof;

567
17.

18.

19.

20.

21.

22.

23.

the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act
and no representation is made as to the availability of the exemption provided by Rule 144 for resales of any
such Equity Shares;

the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt facility
established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt facility,
so long as such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act;

the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of the
purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S under the
U.S. Securities Act in the United States with respect to the Equity Shares or “general advertising” (within the
meaning of Rule 502(c) under the Securities Act), in the United States in connection with any offer or sale of
the Equity Shares;

the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless the
Company determines otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “U.S. INVESTMENT COMPANY
ACT”). THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT TO A PERSON OUTSIDE THE UNITED STATES AND NOT KNOWN
BY THE TRANSFEROR TO BE A US PERSON BY PRE-ARRANGEMENT OR OTHERWISE IN
AN “OFFSHORE TRANSACTION” COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT, AND OTHERWISE IN A TRANSACTION
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT AND THE U.S. INVESTMENT COMPANY ACT.

THIS SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
RESTRICTIONS DESCRIBED HEREIN. EACH TRANSFEROR OF THIS SECURITY AGREES
TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN
THE COMPANY’S OFFER DOCUMENTS TO THE TRANSFEREE AND TO ANY EXECUTING
BROKER.

the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such Equity
Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the Equity
Shares being sold and agrees not to act as a swap counterparty or other type of intermediary whereby any
other party will acquire an economic interest or beneficial interest in the Equity Shares acquired or reoffer,
resell, pledge or otherwise transfer the Equity Shares or any beneficial interest therein, to any person except
to a person that meets all of the requirements above and who agrees not to subsequently transfer the Equity
Shares or any beneficial interest therein except in accordance with these transfer restrictions;

the purchaser understands and acknowledges that (i) the Company will not recognize any offer, sale, pledge
or other transfer of such Equity Shares made other than in compliance with the above-stated restrictions; (ii)
any acquisition of a beneficial interest in the Equity Shares by any U.S. Person or any person within the
United States who is required under these restrictions to be a QP but is not a QP at the time it acquires a
beneficial interest in the Equity Shares, shall be null and void ab initio and will not be honored by the
Company and in no event will the Company, its directors, officers, employees or agents, including any broker
or dealer, have any liability whatsoever to the purchaser by reason of any act or failure to act by any person
authorized by the Company in connection with the foregoing;

the purchaser understands and acknowledges that our Company may be considered a “covered fund” for
purposes of the Volcker Rule. The definition of “covered fund” in the Volcker Rule includes (generally) any
entity that would be an investment company under the U.S. Investment Company Act, but for the exceptions
provided under Section 3(c)(1) or 3(c)(7) thereunder. Because our Company relies on Section 3(c)(7) of the
U.S. Investment Company Acct for its exclusion from registration thereunder, it may be considered to be a

568
“covered fund”. Accordingly, “banking entities” that are subject to the Volcker Rule may be prohibited under
the Volcker Rule from, among other things, acquiring or retaining our Equity Shares, absent any applicable
exclusion or exemption. Each purchaser must make its own determination as to whether it is a banking entity
subject to the Volcker Rule and, if applicable, the potential impact of the Volcker Rule on its ability to
purchase or retain our Equity Shares;

24. the purchaser is knowledgeable, sophisticated and experienced in business and financial matters, fully
understands the limitations on ownership and transfer and the restrictions on sales of the Equity Shares and
is aware that there are substantial risks incidental to the purchase of the Equity Shares and is able to bear the
economic risk of such purchase; and

25. the purchaser acknowledges that the Company, the Selling Shareholders, the BRLMs, their respective
affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations
and agreements and agrees that, if any of such acknowledgements, representations and agreements deemed
to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify the Company, and if it is acquiring any of such Equity Shares as a fiduciary or agent for one or more
accounts, it represents that it has sole investment discretion with respect to each such account and that it has
full power to make the foregoing acknowledgements, representations and agreements on behalf of such
account.

All Other Equity Shares Offered and Sold in this Offer

Each purchaser that is a non-U.S. Person and acquiring the Equity Shares offered pursuant to this Offer outside
the United States, by its acceptance of the Red Herring Prospectus and of the Equity Shares offered pursuant to
this Offer, will be deemed to have acknowledged, represented to and agreed with the Company, the Selling
Shareholders and the BRLMs that it has received a copy of the Red Herring Prospectus and such other information
as it deems necessary to make an informed investment decision and that:

1. the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this Offer
in compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to this Offer have not been and will not
be registered under the Securities Act or with any securities regulatory authority of any state of the United
States and accordingly may not be offered or sold within the United States or to, or for the account or benefit
of, U.S. Persons (not relying on Rule 902(k)(1)(viii)(B) or rule 902(k)(2)(i), except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act;

3. the purchaser is purchasing the Equity Shares offered pursuant to this Offer in an “offshore transaction”
meeting the requirements of Rule 903 of Regulation S under the U.S. Securities Act;

4. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares
offered pursuant to this Offer, is a non-U.S. Person and was located outside the United States at each time (i)
the offer for such Equity Shares was made to it and (ii) when the buy order for such Equity Shares was
originated and continues to be a non-U.S. Person and located outside the United States and has not purchased
such Equity Shares for the account or benefit of any U.S. Person or any person in the United States or entered
into any arrangement for the transfer of such Equity Shares or any economic interest therein to any U.S.
Person or any person in the United States;

5. the purchaser is not an affiliate of the Company or a person acting on behalf of an affiliate;

6. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any
economic interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged
or otherwise transferred only outside the United States in an “offshore transaction” complying with Rule 903
or Rule 904 of Regulation S under the U.S. Securities Act to a person 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 the NSE) The purchaser understands that the transfer restrictions will
remain in effect until the Company determines, in its sole discretion, to remove them, and confirms that the
proposed transfer of the Equity Shares is not part of a plan or scheme to evade the registration requirements
of the U.S. Securities Act or the U.S. Investment Company Act;

569
10.

11.

12.

the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of the
purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S under the
U.S. Securities Act in the United States with respect to the Equity Shares;

the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless the
Company determine otherwise in accordance with applicable law, will bear a legend substantially to the
following effect:

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "U.S. INVESTMENT COMPANY
ACT"). THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT TO A PERSON OUTSIDE THE UNITED STATES AND NOT KNOWN
BY THE TRANSFEROR TO BE A US PERSON BY PRE- ARRANGEMENT OR OTHERWISE IN
AN “OFFSHORE TRANSACTION” COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT AND OTHERWISE IN A TRANSACTION
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT AND THE U.S. INVESTMENT COMPANY ACT.

THIS SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
RESTRICTIONS DESCRIBED HEREIN. EACH TRANSFEROR OF THIS SECURITY AGREES
TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN
THE COMPANY'S OFFER DOCUMENTS TO THE TRANSFEREE AND TO ANY EXECUTING
BROKER.

the purchaser agrees, upon a proposed transfer of the Equity Shares, to notify any purchaser of such Equity
Shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the Equity
Shares being sold;

the purchaser understands and acknowledges that (i) the Company will not recognize any offer, sale, pledge
or other transfer of such Equity Shares made other than in compliance with the above-stated restrictions; (ii)
any acquisition of a beneficial interest in the Equity Shares by any U.S. Person or any person within the
United States who is required under these restrictions to be a QP but is not a QP at the time it acquires a
beneficial interest in the Equity Shares, shall be null and void ab initio and will not be honored by the
Company and in no event will the Company, its directors, officers, employees or agents, including any broker
or dealer, have any liability whatsoever to the purchaser by reason of any act or failure to act by any person
authorized by the Company in connection with the foregoing;

the purchaser understands and acknowledges that our Company may be considered a “covered fund” for
purposes of the Volcker Rule. The definition of “covered fund” in the Volcker Rule includes (generally) any
entity that would be an investment company under the U.S. Investment Company Act, but for the exceptions
provided under Section 3(c)(1) or 3(c)(7) thereunder. Because our Company relies on Section 3(c)(7) of the
U.S. Investment Company Acct for its exclusion from registration thereunder, it may be considered to be a
covered fund. Accordingly, “banking entities” that are subject to the Volcker Rule may be prohibited under
the Volcker Rule from, among other things, acquiring or retaining our Equity Shares, absent any applicable
exclusion or exemption. Each purchaser must make its own determination as to whether it is a “banking
entity” subject to the Volcker Rule and, if applicable, the potential impact of the Volcker Rule on its ability
to purchase or retain our Equity Shares; and

the purchaser acknowledges that the Company, the Selling Shareholders, the BRLMs, their respective
affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations
and agreements and agrees that, if any of such acknowledgements, representations and agreements deemed
to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify the Company, and if it is acquiring any of such Equity Shares as a fiduciary or agent for one or more
accounts, it represents that it has sole investment discretion with respect to each such account and that it has
full power to make the foregoing acknowledgements, representations and agreements on behalf of such
account.

570
In relation to each Member State of the European Economic Area and the United Kingdom (each a “Relevant
State’), no Equity Shares have been offered or will be offered pursuant to the Offer to the public in that Relevant
State prior to the publication of a prospectus in relation to the Equity Shares which has been approved by the
competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified
to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation), except that
offers of Equity Shares may be made to the public in that Relevant State at any time under the following
exemptions under the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Regulations;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus.
Regulation), subject to obtaining the prior consent of the BRLMs for any such offer; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulations,

provided that no such offer of Equity Shares shall require the Company, the Selling Shareholders or any BRLM
to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulations.

For the purposes of this provision, the expression an “offer to the public” in relation to any Equity Shares in any
Relevant State means the communication in any form and by any means of sufficient information on the terms of
the offer and any Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for any
Equity Shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

The Company, the Selling Shareholders, the BRLMs and their affiliates, and others will rely upon the truth and
accuracy of the foregoing representation, acknowledgement and agreement.

Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law.

ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase and holding of Equity Shares
by Benefit Plan Investors. A “Benefit Plan Investor” is (1) an “employee benefit plan” (as defined in Section 3(3)
of the United States Employee Retirement Income Security Act, as amended (“ERISA”)) that is subject to Title I
of ERISA, (2) a plan, individual retirement account, “Keogh” plan or other arrangement subject to Section 4975
of the United States Internal Revenue Code of 1986, as amended (the “Code”), or provisions under any United
States federal, state or local laws, or non-US or other laws or regulations that are similar to such provisions of the
Code or ERISA, (3) an entity whose underlying assets are considered to include “plan assets” by reason of a plan’s
investment in such entity (including but not limited to an insurance company general account) (each of (1), (2)
and (3), a “Plan”), and (4) any entity that otherwise constitutes a “benefit plan investor” within the meaning of the
regulations promulgated under ERISA by the US Department of Labor (the “DOL”), as modified by Section 3(42)
of ERISA (the “DOL Plan Asset Regulations”).

The following is merely a summary, however, and should not be construed as legal advice or as complete in all
relevant respects. All investors are urged to consult their own legal advisors before investing assets of a Plan in
Equity Shares and to make their own independent decision.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA
or Section 4975 of the Code and prohibit certain transactions involving the assets of a Plan and its fiduciaries or
other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or
control over the administration of such a Plan or the management or disposition of the assets of such a Plan, or
who renders investment advice for a fee or other compensation to such a Plan, is generally considered to be a
fiduciary of the Plan.

In considering an investment in Equity Shares with a portion of the assets of any Plan, a fiduciary should determine
whether the investment is in accordance with the documents and instruments governing the Plan and the applicable
provisions of ERISA, the Code or any similar law relating to a fiduciary’s duties to the Plan including, without
limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA,

S71
the Code and any other applicable United States federal, state or local laws, or non-US or other laws or regulations
that are similar to the Code or ERISA (collectively, “Similar Laws”).

Prohibited Transaction Considerations

Section 406 of ERISA and Section 4975 of the Code prohibit Plans from engaging in specified transactions
involving plan assets with persons or entities who are “parties in interest,” within the meaning of Section 406 of
ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is
available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be
subject to excise taxes and other penalties and liabilities under ERISA and the Code and may result in the
disqualification of an individual retirement account. In addition, the fiduciary of the Plan that engages in such a
non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and/or the Code.

Regardless of whether or not the underlying assets of our Company (if any) are deemed to include “plan assets,”
as described below, the acquisition and/or holding of Equity Shares by a Plan with respect to which our Company
or an underwriter is considered a party in interest or a disqualified person may constitute or result in a direct or
indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment
is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction
exemption. In this regard, the DOL has issued prohibited transaction class exemptions, or PTCEs, that may apply
to the acquisition and holding of Equity Shares. These class exemptions include, without limitation, PTCE 84-14
respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting
insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE
95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by
in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide
an exemption from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code
for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or
indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to
the assets of any Plan involved in the transaction and provided further that the Plan receives no less, and pays no
more, than adequate consideration in connection with the transaction. There can be no assurance that all of the
conditions of any such exemptions will be satisfied or that any such exemptions will be available with respect to
investments in interests in any Equity Shares.

Plan Asset Considerations

The DOL Plan Asset Regulations generally provide that when a Plan acquires an equity interest in an entity that
is not (1) a “publicly-offered security,” (2) a security issued by an investment company registered under the
Investment Company Act, or (3) an “operating company,” the Plan’s assets are deemed to include both the equity
interest and an undivided interest in each of the underlying assets of the entity unless it is established that the
equity participation in the entity by Benefit Plan Investors is not “significant” (the “Insignificant Participation
Test”).

For purposes of the DOL Plan Asset Regulations, an “operating company” is an entity that is primarily engaged,
directly or through a majority-owned subsidiary or subsidiaries, in the production or sale of a product or service,
other than the investment of capital. It is anticipated that our Company will qualify as an operating company
within the meaning of the DOL Plan Asset Regulations, although no assurance can be given in this regard.

For purposes of the Insignificant Participation Test, the DOL Plan Asset Regulations provide that equity
participation in an entity by Benefit Plan Investors is not significant if, immediately after the most recent
acquisition of an equity interest in the entity, the Benefit Plan Investors’ aggregate interest is less than 25% of the
value of each class of equity interests in the entity, disregarding, for purposes of such determination, any interests
held by any person that has discretionary authority or control with respect to the assets of our Company or who
provides investment advice for a fee with respect to the assets of our Company or an affiliate of our Company
(each, a “Controlling Person”) other than Benefit Plan Investors. Following this offering, it is possible that Benefit
Plan Investors will hold and will continue to hold, less than 25% of the value of each class of equity interests of
our Company, disregarding, for purposes of such determination, any interests held by any Controlling Person
other than Benefit Plan Investors and, as such, that our Company may rely on the Insignificant Participation Test;
however, we cannot be certain or make any assurance that this will be the case.

Plan Asset Consequences

If assets of our Company were deemed to constitute “plan assets” pursuant to the DOL Plan Asset Regulations,
the operation and administration of our Company would become subject to the requirements of ERISA, including

572
the fiduciary duty rules and the “prohibited transaction” prohibitions of ERISA, as well as the “prohibited
transaction” prohibitions contained in the Code. If our Company becomes subject to these regulations, unless
appropriate administrative exemptions are available (and there can be no assurance that they would be), our
Company could, among other things, be restricted from entering into otherwise favorable transactions, and certain
transactions entered into by our Company in the ordinary course of business could constitute non-exempt
prohibited transactions and/or breaches of applicable fiduciary duties under ERISA and/or the Code, which could,
in turn, result in potentially substantial excise taxes and other penalties and liabilities under ERISA and the Code.

Representation

Because of the foregoing, Equity Shares should not be acquired or held by any Benefit Plan Investor or any other
person investing “plan assets” of any Plan, unless such acquisition and holding will not constitute a non-exempt
prohibited transaction under ERISA and the Code and will not constitute a similar violation of any applicable
Similar Law.

Any purchaser or subsequent transferee, including, without limitation, any fiduciary purchasing on behalf of a
Plan, a Benefit Plan Investor, or a governmental, church or non-US plan which is subject to Similar Laws will be
deemed to have represented and warranted, in its corporate and fiduciary capacity, that if the purchaser or
subsequent transferee is a Benefit Plan Investor, none of our Company or the underwriters or any of their
respective affiliates, has acted as the Plan’s fiduciary (within the meaning of ERISA or the Code), or has been
relied upon for any advice, with respect to the purchaser or transferee’s decision to acquire and hold Equity Shares,
and shall not at any time be relied upon as the ERISA Plan’s fiduciary with respect to any decision to acquire,
continue to hold or transfer Equity Shares.

The foregoing discussion is general in nature, is not intended to be all-inclusive. Such discussion should not be
construed as legal advice. Due to the complexity of these rules and the penalties that may be imposed upon persons
involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons
considering investing in Equity Shares on behalf of, or with the assets of, any Plan consult with counsel regarding
the potential applicability of ERISA, Section 4975 of the Code and Similar Laws to such investment and whether
an exemption would be applicable to the acquisition and/or holding of Equity Shares.

Disclaimer clause of BSE

As required, a copy of the Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated
by BSE to our Company is set out below:

“BSE Limited (“the Exchange”) has given vide its letter dated November 22, 2021 permission to this Company
to use the Exchange's name in this offer document as one of the stock exchanges on which this company’s
securities are proposed to be listed. The Exchange has scrutinised this offer document for ts limited internal
purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not
in any manner:-

a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b) warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

c) take any responsibility for the financial or other soundness of this Company, its promoters, its management
or any scheme or project of this Company.

and it should not for any reason be deemed or construed that this offer document has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may
do so pursuant to independent inquiry, investigation nd analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person sonsequent to or in connection
with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein of for any
other reason whatsoever.”

Disclaimer clause of NSE

As required, a copy of the Draft Red Herring Prospectus was submitted to NSE. The disclaimer clause as intimated
by NSE to our Company is set out below:

“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/1336 dated December 09, 2021

573
permission to the Issuer to use the Exchange's name in this Offer Document as one of the Stock Exchanges on
which this Issuer's securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant
that this Issuer's securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/
acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”

Listing

The Equity Shares issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on
BSE and NSE. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading
of the Equity Shares. NSE will be the Designated Stock Exchange with which the Basis of Allotment will be
finalised.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the
Red Herring Prospectus and this Prospectus in accordance with applicable law. Our Company shall ensure that
all steps for the completion of the necessary formalities for listing and commencement of trading of Equity Shares
at the Stock Exchanges are taken within six Working Days of the Bid/Offer Closing Date or such other period as
may be prescribed by the SEBI. If our Company does not allot Equity Shares pursuant to the Offer within six
Working Days from the Bid/Offer Closing Date or within such timeline as prescribed by the SEBI, it shall repay
without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at
the rate of 15% per annum for the delayed period. The Selling Shareholders shall, severally and not jointly, and
only to the extent of their respective portions of the Offered Shares, be responsible to pay, or reimburse, as the
case may be, in the proportion that the size of its respective portion of Offered Shares in the Offer for Sale bears:
to the total size of the Offer, any interest for such delays in making refunds only in the event any delay in making
such refund is caused solely by, and is directly attributable to an act or omission of the respective Selling
Shareholder and in such cases where any delay is not attributable to any Selling Shareholder, the Company shall
solely be responsible to pay such interest in the manner agreed under the Offer Agreement.

Consents

Consents in writing of each the Selling Shareholders, our Directors, our Company Secretary and Compliance
Officer, the BRLMs, legal counsel to our Company as to Indian law, international legal advisers to our Company,
legal counsel to the BRLMs as to Indian law, international legal advisers to the BRLMs, international legal
advisers to SVF Doorbell (Cayman) Ltd, legal counsel to the Investor Selling Shareholders as to Indian law, legal
counsel to the Individual Selling Shareholders as to Indian law, the Registrar to the Offer, RedSeer, independent
chartered accountant, Monitoring Agency, Bankers to the Offer, and Syndicate Member, to act in their respective
capacities, were obtained and were filed along with a copy of the Red Herring Prospectus with the RoC as required
under the Companies Act. Such consents have not been withdrawn up to the time of delivery of this Prospectus
for filing with the RoC.

Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated May 14, 2022 from S.R. Batliboi & Associates LLP, Chartered
Accountants, to include their name as required under section 26(1) of the Companies Act read with SEBI ICDR
Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act to the
extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated March
25, 2022 on our Restated Financial Statements; and (ii) their report dated November 1, 2021 on the statement of
special tax benefits with respect to our Company and its shareholders in this Prospectus, and such consent has not

574
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.

BS R & Associates LLP, Chartered Accountants has provided a written consent dated May 14, 2022 to include
their name in this Prospectus, as required under Section 26(1) of the Companies Act as “expert”, as defined under
section 2(38), in respect of their audit report dated October 31, 2021 for the financial year ended March 31, 2021
in relation to the Special Purpose Consolidated Financial Statements of Spoton, included in this Prospectus, and
such consent has not been withdrawn as of 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.

B.B. & Associates has provided a written consent dated April 30, 2022 to include their name in this Prospectus,
as required under Section 26(1) of the Companies Act 2013 as “expert”, as defined under section 2(38), in respect
of their statement of special tax benefits dated January 20, 2022 with respect to the Material Subsidiary, Spoton
Logistics Private Limited and its shareholders, included in this Prospectus, and such consent has not been
withdrawn as of the date of this Prospectus.

Capital issue during the previous three years

Except as disclosed in “Capital Structure — Notes to Capital Structure” on page 117, our Company has not made
any capital issues during the previous three years preceding the date of this Prospectus. Further, our Subsidiaries
and Associate have not made any capital issues during the previous three years preceding the date of this
Prospectus.

Our Group Company has not made any capital issues (public, rights or composite) during the last three years
preceding the date of this Prospectus.

Particulars regarding public or rights issues during the last five years

There have been no public issues, including any rights issues undertaken by our Company during the five years
preceding the date of this Prospectus.

Performance vis-a-vis Objects — Public/ rights issue of our Company

Our Company has not undertaken any public issues, including any rights issues in the five years preceding the
date of this Prospectus.

Performance vis-d-vis Objects — Public/ rights issue of listed subsidiaries

None of our Subsidiaries are listed on any stock exchange.

Stock Market Data of the Equity Shares

This being the initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange as on the date of this Prospectus, and accordingly, no stock market data is available for the Equity
Shares.

Commission or brokerage on previous issues of equity shares in the last five years

Since this is the initial public offering of the equity shares of our Company, no sum has been paid or has been
payable as commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for
any of our equity shares in the five years preceding the date of this Prospectus.

Price information of past issues handled by the BRLMs

@ Kotak Mahindra Capital Company Limited

Price information of past issues (during the current Financial Year and two Financial Years preceding the current
Financial Year) handled by Kotak Mahindra Capital Company Limited

575
 

Ss. IssueName Issue Size Issue ListingDate Opening +/-% changein +/-% changein _+/- % change in

No. (€ million) _ price Price on closing price, [+/- closing price, [+/- closing price, [+/-
®@ listing % change in % change in % change in
date closing closing closing

(in®_—_benchmark]- 30 benchmark] 90 ——_ benchmark]-
calendar days calendar days from 180" calendar

 

 

 

 

 

 

 

from listing listing days from listing
1. Rainbow _ Children’s eanaee Ey z
‘edie Cinvtied 1,580.85 542’ May 10, 2022 510 = = 2
Comps isctivewear 1399.60 292 May 9, 2022 360 : “ :
Limited
3. Vedant Fashions = February 16, <w) # "
Limited 31,491.95, 866 2022 935.00  +3.99%, [-0.20%] < €
4. Adani Wilmar Limited 36,000.00 230? Relay 5 227.00 +48.00%, [-5.34%]  +180.96%,[-4.95%] -
5. GE. Info Systems 19,396.06 1,033 Pecember21, 1 581.00 +70.21%, [+6.71%] _ +48.48%, [-67.85%] -
Limited 2021
6. Rategain Travel = <1 December 17, 1999 9 5 9
"Technologies Liinitad 13,357.43 425 pr 360.00 +11.99%, [+7.48%] _- 31.08%, [-0.06%] -

qe Star Health And Allied

Insurance Company 64,004.39 gg0° December 10,

845,00 -14.78%, [+1.72%] _ - 29.79%, [-6.66%] =

Limited 2021
8. B Fintech Limited 57,097.15 980 Novembers, 1,150.00 +14,86%, [-4.33%] 20.52%, [-4.06%] _-34.16%, [-12.85%]
9. FSN E-commerce, <5 November 10, 9 om) 68.469 9 " 9
Vintmest rived 53,497.24 1,125 Tos 2,018.00  +92.31%, [-2.78%]  +68.46%, [-4.46%]  +36.80%, [-8.91%]
10. Aditya Birla Sun Life 5 October 11, 5.00 11.36%. (40.55%) 23.85%. [.0.749 95.65%. [-0.90°,
AMC lanied 27,682.56 712 021 715.00  -11.36%, [+0.55%] _ -23.85%, [-0.74%] 25.65%, [-0.90%]

Source: www.nseindia.com; www.bseindia.com
Notes:

1. In Rainbow Children’s Medicare Limited, the issue price to eligible employees was % 522 afier a discount of & 20 per equity
share

2. In Campus Activewear Limited, the issue price to eligible employees was % 265 after a discount of % 27 per equity share

3. In Adani Wilmar Limited, the issue price to eligible employees was % 209 afier a discount of & 21 per equity share

4. In Rategain Travel Technologies Limited, the issue price to eligible employees was & 385 afier a discount of @ 40 per equity
share

5. In Star Health And Allied Insurance Company Limited, the issue price to eligible employees was & 820 after a discount of @
80 per equity share

6. In FSN E-Commerce Ventures Limited, the issue price to eligible employees was 1,025 afier a discount of @ 100 per equity
share

7. Inthe event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.

8. The 30th, 90th, 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days.

9. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing
the price information.

10. Restricted to last 10 equity initial public issues.

« Summary statement of price information of past issues (during the current Financial Year and two Financial
Years preceding the current Financial Year) handled by Kotak Mahindra Capital Company Limited

 

Fiscal Total Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at _No. of IPOs trading at

no.of amount of discount — 30% premium — 30% discount — 180" premium — 180"
IPOs _ funds calendar daysfrom calendar days from _— calendar daysfrom _calendar days from
raised listing listing listing listing

(% million) Over Betwe Less Over Betwe Less Over Betwe Less Over Betwee Less
50%  en25- than 50% en25- than 50% en25- than 50% n25- than

 

 

50% 25% 50% 25% 50% 25% 50% 25%
2022- 2 2,980.45 - - - 2 - S = 7 = % z x
23
2021- 19 624,047.99 - - 5 5 5 4 1 1 1 7 1 1
22
2020- 6 140,143.77 - - 1 2 1 2 - - - 4 1 1
21
Notes:

1. The information is as on the date of this Prospectus.
2. The information for each of the financial years is based on issues listed during such financial year.

576
(ii) Morgan Stanley India Company Private Limited

¢ Price information of past issues handled by Morgan Stanley India Company Private Limited

 

S, Issuename Issuesize Issue Listing Opening +/- % change in 47% change in +72 % change in
No. (in& price  date_~—priceon closing price, [+/-% closing price, [+/- % closing price, [+/- %
million) (in 2) listing _ change in closing change in closing _ change in closing

date benchmark]-30  benchmark]-90" benchmark] 180"
(in® calendar days from calendar days from _ calendar days from

 

 

 

 

listing listing listing
1, Zomato Limited 93759 76 sy 2: 116.00 533.3% [+ 4.0%] +81.4%[+15.4%] + 75.1% [+145]
2 FSNE- 1,125 November 2,018.00
Commerce 53,497 19,2021 + 92.3% [-2.9%] + 68.5% [- 4.6%] + 36.8% [- 9.0%]

Ventures

Limited
a PB Fintech 980 November _ 1,150.00 5 2 50 0 , ses. PRS

Limited 57,097 ioonet + 14.9% [-4.3%] = 20.5%[-4.0%] 34.2% [- 12.8%]
a ‘One 97 November 950-00

Communications 183,000 2,150 aN = 38.6% [-5.1%] 60.4% [3.1% ] NA
Limited 1202.

Source: www.nseindia.com; for price information and prospectus/ basis of allotment for issue details.

Notes:
1. Issue Size is as per the prospectus filed with SEBI with the figures rounded off to the nearest decimal point
2. Benchmark index considered is NIFTYSO
3. If the 30"/90"/180" day falls on a trading holiday then pricing information on the preceding trading day has been
considered
Pricing Performance for the company is calculated as per the final offer price
Pricing Performance for the benchmark index is calculated as per the close on the day prior to the listing date

*

wv

« Summary statement of price information of past issues handled by Morgan Stanley India Company Private

 

 

 

 

 

Limited
Fiscal Total Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
no.of amount discount as on 30" premium as on 30" discount as on 180" premium as on 180"
IPOs offunds calendar dayfrom _ calendar day from listing calendar day from listing _ calendar day from listing
raised listing date date date date
(nz Over Betwe Less Over Betwe Less Over Betwe Less Over Betwee Less
million) 50% en than 50% en than 50% en than 50% n than
25%- 25% 25%- 25% 25%- 25% 25%- 25%
50% 50% 50% 50%
2021- 4 387,344.4 - a - 2 - 1 7 1 ™ 1 1 ™
22
2020- - - - - - - - - - - - - - -
2021
2019- - - - - - - - - - - - - - -
2020
Source: www.nseindia.com
(iii) BofA Securities India Limited
¢ Price information of past issues (during the current Financial Year and two Financial Years preceding the
current Financial Year) handled by BofA Securities India Limited
S.  OfferName  OfferSize Offer Listing Opening  +/- % change in +/- % change in +/ % change in
No. million) Price Date  Priceon closing price, [+/-% closing price, [+/-% _ closing price, [+/- %
@ listing _ change in closing change in closing _change in closing
date benchmark]- 30" benchmark]- 90" benchmark]- 180"
(in®@ calendar days from calendar days from calendar days from
listing) listing®O listing
B Beet Wier 36,000.00 230.00 Dee 227.00 +48,00%[-5.34%] +180.96%, [-4.95%] -

577
 

S. OfferName  OfferSize Offer Listing Opening +/- % change in

+7 % change in

No. (million) Price Date Priceon closing price, [+/- % closing price, [+/- %
@ listing change in closing change in closing
date benchmark]- 30% benchmark]- 90"

+/- % change in

closing price, [+/- %
change in closing

benchmark]- 180"

 

(in%® calendar days from calendar days from _ calendar days from
listing®O) listing®® listing
2. Star Health And iiBece
Allied Insurance 64,004.39 900.00 “554 845.00 -14.78% [1.72%] -29.79%[-6.66%] -
Company Limited
3. Sapphire Foods « 18-Nov- = . , °, ,
Teds Leited 20,732.53 1,180.00 “5594 1,350.00 +3.69% [-4,39%] +20.7896[-2.32%] :
4. FSNE-Commerce = 99 10-Nov- a 3789 09% [4.460 9% F-B.91%
Soares aniGd 53,497.24 1,125.00 "O57 2,018.00 92.31 [-2.78%] +68.46% [-4.46%] +36.80%, [-8.91%]
5. Aditya Birla Sun 11-0c
Life AMC 27,682.56 712.00 "oo 715.00 -11.36% [+0.55%] -23.85% [-0.74%] -25.65% [-0.90%]
Limited
6. Glenmark Life ie 6-Aug- 2 re “anions " epreroRacaee
Shoroxt indtied 15,136.00 720.00 S038 751.10 6.38% [+7.10%] 12,94%[+10.12%] 20.67% +8.45%]
7 Zomato Limited 93,750.00 76.00 ae 115.00 +83,22% [+4.44%] +81.979%6[+15.64%] +75.07% [+14.68]
8 UTIAsset re
Management 21,598.80 554.00 "S030" 500.00 -10.43% [5.87%] -0.60%[+20.25%] +5.81% [+24.34%]

Company Limited

Source: www.nseindia.com; for price information and prospectus/ basis of allotment for issue details

Notes:
1. Equity public issues in last 3 financial years considered.
2. Opening price information as disclosed on the website of NSE.

3. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue considered as benchmark index

and for disclosing the price information.

4.

5. 30" listing day has been taken as listing date plus 29 calendar days.

6. 90" listing day has been taken as listing date plus 89 calendar days.
7. 180" listing day has been taken as listing date plus 179 calendar days.
.

Years preceding the current Financial Year) handled by BofA Securities India Limited

In case 30" day, 90" day or 180" day is not a trading day, closing price on NSE of previous trading day is considered.

Summary statement of price information of past issues (during the current Financial Year and two Financial

 

Fiscal Total Total No. of IPOs trading at No. of IPOs trading at

No. of IPOs trading at

no.of amount discount-30" calendar premium—30'" calendar discount — 180" calendar

No. of IPOs trading at
premium — 180"

 

 

 

 

IPOs of funds days from listing days from listing days from listing calendar days from
raised listing
gz Over Betwe Less Over Betwe Less Over Betwe Less Over Betwee Less
million) 50% en25- than 50% en25- than 50%  en25- than 50% n25- than
50% 25% 50% 25% 50% 25% 50% 25%
2022-23 . . . . . . . . . . . . - ~
pasta: 310,802.72 - - 3 Z 1 1 - 1 1 1 - -
2020-21 | 21,598.80 - - 1 - - - - - - - 1
Notes:
1. The information is as on the date of this Prospectus.
2. Based on the day of listing.
(iv) Citigroup Global Markets India Private Limited
© Price information of past issues handled by Citi
S. IssueName  IssueSize Issue Listing Opening _+/- % change in +7- % change in +7- % change in
No. million) price) ‘Date _—~Priceon _ closing price, [+/-% closing price, [+/-% closing price, [+/- %
listing change in closing change in closing change in closing
date benchmark]- 30 benchmark]- 90" benchmark]- 180"
(in% calendar days from —_ calendar days from —_ calendar days from
listing listing listing
te See Heian 64,004.39 990.00 Pecember —gy45.99 -14,78%6[-+1.96%] -29,79%-6.66%] NA

Allied Insurance 10, 2021

578
 

 

 

 

S. IssueName  IssueSize Issue Listing Opening _+/- % change in +7- % change in 47- % change in
No. million) price) ‘Date —-Priceon _ closing price, [+/-% closing price, [+/-% closing price, [+/- %
listing change in closing change in closi change in closing
date benchmark]- 30" benchmark]- 90" benchmark]- 180"
(in% calendar days from calendar days from —_ calendar days from
listing listing listing
‘Company
Limited
2; One 97 November
Communications 183,000.00 2,150.00 “Yp'3q91, 1,955.00 -38.56%[-4.17%] ~60.40%[-2.32%] NA
Limited j
3. PB Fintech = < November « ° °. 59 9 6 <
Uiated 87,097.15 980.00 “yo"5991, 14,150.00 14.86%I-4.17%] -20.52%[-4.06%] ~33.86%[-12.85%]
4. FSNE-
Commerce e = 99 November er . ” ar
Ventures 53,497.24 1,125.00 “Yo"Sgoy 2,018.00 92.31%61-2.53%] 68.46%[-4.46%] 36.80%[-8.91%]
Limited
5. Aditya Birla Sun oanherta
Life AMC 27,682.56 712.00 “S39” 715.00 -11.4%f-0.98%] -23.85%[-0.51%] -25.65%[-0.90%]
Limited
6. Aptus Value x
ce . ugust 24, cee
Housing Finance 27,800.52 353,00 “N50 333.00 -2.82%[+5.55%] -0.82%[+7.38%] +0.62%[+6.86%]
India Limited
7. Cartrade Tech 7 August 20, | ,, . 5 e 5 5
Tania 29,985.13 1,618.00 “NST 1,599.80 -10.31%[+6.90%] -32.68%[+9.24%] -61.17%[+8.80%]
8. Zomato Limited 93,750.00 76.00 my ae 116.00 +83.29%[+3.75%]  +81.45%[+15.20%] +75.079%[14.23%]
9 ee March 26,
ewenss 11,748.16 87.00 73.95  -24.60%I-1.14%] -7.07%[+8.13%] -21.95%[+19.92%]
India Limited eh
10. Gland Pharma November
64,795.45 1,500.00 1,710.00 +48.43%[+7.01%] —-+57.279%[+18.27%] —_+104.179%[+17.49%]
Limited 20, 2020
11. UTI Asset
Management October 2
21,598.84 554.00 500.00 -10.43%[+5.87%] -0.60%[+20.25%] +5.81%[+24.34%]
é 2020
‘ompany
Limited
Source: www.nseindia.com
Notes:
(1) Nifty is considered as the benchmark index.
(2) % of change in closing price on 30" / 90" / 180" calendar day from listing day is calculated vs. Issue Price. % change in
closing benchmark index is calculated based on closing index on listing day vs. closing index on 30" / 90" / 180" calendar
day from listing day.
(3) 30", 90", 180" calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except
wherever 30", 90", 180" calendar day is a holiday, in which case closing price on NSE of a trading day immediately prior to
the 30" / 90" / 180" day, is considered.
« Summary statement of price information of past issues handled by Citi
Fiscal Total Total | No.of IPOstradingat | No.of {IPOstradingat | No.of IPOstradingat _No. of IPOs trading at
no.of amount discount—30" calendar premium —30" calendar discount — 180" calendar premium — 180" calendar
IPOs of funds days from listing days from listing days from listing days from listing
raised Over Betwe Less Over Betwe Less Over Betwe Less Over Betwee Less
& 50% en25- than 50% en25- than 50% en25- than 50% n25- than
million) 50% 25% 50% 25% 50% 25% 50% 25%
2022-23 - : - - : : - - : : : : : -
2021-22 8 See - 1 4 2 - 1 1 1 - 1 1 1
2020-213 98,142.45 : 2 : 1 : - 1 1 1 : 1

 

Source: www.nseindia.com

Notes:

(1) The information is as on the date of the document.

579
(2) The information for each of the financial years is based on issues listed during such financial year.

(3) Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same
is not available.

Mechanism for redressal of investor grievances

The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least
eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges,
to enable the investors to approach the Registrar to the Offer for redressal of their grievances.

Investors can contact the Company Secretary and Compliance Officer, the BRLMs or the Registrar to the Offer
in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds
by electronic mode, etc. Our Company has appointed Sunil Kumar Bansal, Company Secretary of our Company,
as the Compliance Officer for the Offer. For details, see “General Information” on page 105.

All grievances, other than of Anchor Investors may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary with whom the Bid cum Application Form was submitted, giving full details
such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN,
address of Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent
to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through
the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant Designated
Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgement Slip or the
application number from the Designated Intermediary in addition to the documents or information mentioned
hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock
Exchanges with a copy to the Registrar to the Offer.

All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as
the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Bid cum Application Form and the name and address of the BRLMs with whom the
Bid cum Application Form was submitted by the Anchor Investor.

In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to the SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and subject to applicable law, any ASBA Bidder whose
Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek
redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares.
SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to
pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, in the events of
delayed or withdrawal of applications, blocking of multiple amounts for the same UPI application, blocking of
larger amount than the application amount and/or delayed unblocking of amounts for the stipulated period, the
investors shall be compensated by the SCSBs at the rate higher of 7100 per day or 15% per annum of the
application amount. In an event there is a delay in redressal of the investor grievance, the BRLMs shall compensate
the investors at the rate higher of 3100 per day or 15% per annum of the application amount. Further, in terms of
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to
the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application
shall be made only after (i) unblocking of application amounts for each application received by the SCSB has.
been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.

For helpline details of the BRLMs pursuant to SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, see “General Information — Book Running Lead Managers” on page 107.

Further, the Bidder shall also enclose a copy of the Acknowledgement Slip duly received from the concerned
Designated Intermediary in addition to the information mentioned hereinabove.

The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Banks for addressing
any clarifications or grievances of ASBA Bidders. Our Company, the BRLMs and the Registrar to the Offer
accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in
complying with its obligations under SEBI ICDR Regulations.

580
Our Company has obtained authentication on the SCORES and shall comply with the SEBI circular
(CIR/OIAE/1/2014) dated December 18, 2014 in relation to redressal of investor grievances through SCORES.

Disposal of Investor Grievances by our Company

We estimate that the average time required by our Company and/or the Registrar to the Offer for the redressal of
routine investor grievances shall be 7 Working Days from the date of receipt of the complaint. In case of non-
routine complaints and complaints where external agencies are involved, our Company will seek to redress these
complaints as expeditiously as possible.

Our Company has constituted a Stakeholders’ Relationship Committee comprising our Director, Saugata Gupta
as Chairperson and Srivatsan Rajan and Kapil Bharati, as members, which is responsible for review and redressal
of grievances of the security holders of our Company. For details, see “Our Management — Stakeholders’
Relationship Committee” on page 269.

Our Company has not received any investor grievances during the three years preceding the date of the Red
Herring Prospectus and this Prospectus and as on date, there are no investor complaints pending.

581
SECTION VII: OFFER INFORMATION
TERMS OF THE OFFER

The Equity Shares being offered and Allotted pursuant to this Offer shall be subject to the provisions of the
Companies Act, the SEBI ICDR Regulations, SCRA, SCRR, the MoA, the AoA, the SEBI Listing Regulations,
the terms of the Red Herring Prospectus, this Prospectus, the Abridged Prospectus, the Bid cum Application Form,
any Revision Form, the CAN/Allotment Advice and other terms and conditions as may be incorporated in the
Allotment Advice and other documents/certificates that may be executed in respect of the Offer. The Equity Shares
shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of
capital and offer for sale and listing and trading of securities issued from time to time by SEBI, the Gol, the Stock
Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Offer and to the extent applicable
or such other conditions as may be prescribed by the SEBI, the RBI, the Government of India, the Stock
Exchanges, the RoC and/or regulatory authority while granting their approval for the Offer, to the extent and for
such time as these continue to be applicable.

Ranking of the Equity Shares

The Equity Shares being offered and Allotted pursuant to the Offer shall rank pari passu in all respects with the
existing Equity Shares including in respect of the right to receive dividend. The Allottees upon Allotment of
Equity Shares in the Offer, will be entitled to dividend and other corporate benefits, if any, declared by our
Company after the date of the Allotment. For further details, see “Main Provisions of Articles of Association” on
page 613.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the
Companies Act, the MoA and AoA and provisions of the SEBI Listing Regulations and any other guidelines,
policies or directions which may be issued by the Government in this regard. Dividends, if any, declared by our
Company after the date of Allotment (including pursuant to the transfer of Equity Shares from the Offer for Sale),
will be payable to the Allottees, for the entire year, in accordance with applicable laws. For further details, in
relation to dividends, see “Dividend Policy” and “Main Provisions of Articles of Association” on pages 277 and
613, respectively.

Face Value, Offer Price and Price Band

The face value of each Equity Share is 21 and the Floor Price is 7462 per Equity Share and at the Cap Price is
2487 per Equity Share. The Anchor Investor Offer Price is 3487 per Equity Share.

A discount of 25 per Equity Share was offered to the Eligible Employee(s) Bidding in the Employee Reservation
Portion.

The Offer Price and the minimum Bid Lot has been decided by our Company, in consultation with the BRLMs,
and the Price Band has been decided by our Company and the Selling Shareholders, in consultation with the
BRLMs, and was advertised at least two Working Days prior to the Bid/ Offer Opening Date in all editions of
Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper
Hindi being the regional language of New Delhi, where our Registered Office is located, each with wide
circulation, and were made available to the Stock Exchanges for the purpose of uploading on their respective
websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap
Price, were pre-filled in the Bid cum Application Forms available on the respective websites of the Stock
Exchanges.

At any given point of time, there shall be only one denomination of the Equity Shares.
The Offer
The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders.

Expenses for the Offer shall be shared amongst our Company and each of the Selling Shareholders in the manner
specified in “Objects of the Offer — Offer related expenses” on page 169.

Rights of the Equity Shareholders

582
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders
shall have the following rights:

@ Right to receive dividends, if declared;
(ii) Right to attend general meetings and exercise voting rights, unless prohibited by law;

(iii) Right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of
the Companies Act;

(iv) Right to receive offers for rights shares and be allotted bonus shares, if announced;
(v) Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

(vi) Right of free transferability of the Equity Shares, subject to applicable laws, including any RBI rules,
foreign exchange regulations and other applicable law; and

(vii) Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act 2013, the SEBI Listing Regulations and our Memorandum of Association and Articles of Association
and other applicable laws.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting
rights, dividend, forfeiture, lien, transfer, transmission, consolidation and splitting, etc., see “Main Provisions of
the Articles of Association” on page 613.

Allotment only in dematerialised form

Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be allotted
only in dematerialised form. As per the SEBI ICDR Regulations and the SEBI Listing Regulations, the trading of
the Equity Shares shall also only be in dematerialised form. In this context, two agreements have been entered
into amongst our Company, the respective Depositories and the Registrar to the Offer:

(i) Tripartite agreement dated October 13, 2021 amongst our Company, NSDL and the Registrar to the Offer.
(ii) Tripartite agreement dated October 19, 2021 amongst our Company, CDSL and the Registrar to the Offer.
Market Lot and Trading Lot

Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in
this Offer will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of 30
Equity Shares. For the method of Basis of Allotment, see “Offer Procedure” on page 592.

Jurisdiction

Exclusive jurisdiction for the purposes of the Offer is with the competent courts/ authorities in New Delhi, India.

Joint holders

Where two or more persons are registered as the holders of the Equity Shares, they will be deemed to hold such
Equity Shares as joint holders with benefits of survivorship.

Nomination facility to investors

In accordance with Section 72 of the Companies Act, read with the Companies (Share Capital and Debentures)
Rules, 2014, as amended, the sole Bidder, or the first Bidder along with other joint Bidders, may nominate any
one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders,
as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she
would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,
the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to the
Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a
sale/transfer/alienation of Equity Share(s) by the person nominating. A buyer will be entitled to make a fresh

583
nomination in the manner prescribed. Fresh nomination can be made only in the prescribed form available on
request at our Registered Office or to the Registrar.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act shall upon
the production of such evidence as may be required by our Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may, at any time, give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividends, interests, bonuses or other monies payable in respect of
the Equity Shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder would prevail. If the Bidder wants to change the nomination, they are requested to inform their
respective Depository Participant.

Withdrawal of the Offer

Our Company, in consultation with the BRLMs, reserves the right not to proceed with the Fresh Issue, and each
of the Selling Shareholders reserve the right not to proceed with the Offer for Sale, in whole or in part thereof, to
the extent of its respective portion of the Offered Shares, prior to filing of the RHP. In such an event, our Company
would issue a public notice in the newspapers in which the pre-Offer advertisements were published, within two
days of the Bid/ Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not
proceeding with the Offer. The BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor
Banks (in case of UPI Bidders), to unblock the bank accounts of the ASBA Bidders and the Escrow Collection
Bank to release the Bid Amounts to the Anchor Investors, within one Working Day from the date of receipt of
such notification. Our Company shall also inform the same to the Stock Exchanges on which the Equity Shares.
are proposed to be listed. In terms of the UPI Circulars, in relation to the Offer, the BRLMs will submit reports of
compliance with T+6 listing timelines and activities, identifying non-adherence to timelines and processes and an
analysis of entities responsible for the delay and the reasons associated with it. Further, in case of any delay in
unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding four Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform
rate of 7100 per day for the entire duration of delay exceeding four Working Days from the Bid/ Offer Closing
Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall, in their sole
discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.

Notwithstanding the foregoing, this Offer is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchanges, which our Company shall apply for after Allotment and within six Working Days of the
Bid/Offer Closing Date or such other time period as prescribed under Applicable Law; and (ii) filing of this
Prospectus with the RoC and the Stock Exchanges. If our Company and the Selling Shareholders, in consultation
with the BRLMs withdraw the Offer after the Bid/ Offer Closing Date and thereafter determine that they will
proceed with public offering of the Equity Shares, our Company shall file a fresh draft red herring prospectus with
SEBI and the Stock Exchanges.

 

 

Bid/Offer programme
BID/OFFER OPENED ON() May 11, 2022
BID/OFFER CLOSED ON) May 13, 2022

 

 

(2) The Anchor Investor Bid/Offer Period was May 10, 2022.
(2) UPI mandate end time and date is 12:00 p.m. on May 17, 2022.

An indicative timetable in respect of the Offer is set out below:

 

 

Event Indicative Date
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about May 19, 2022
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA On or about May 20, 2022
Account)
Credit of Equity Shares to demat accounts of Allottees On or about May 23, 2022

 

584
 

Event Indicative Date

Commencement of trading of the Equity Shares on the Stock Exchanges On or about May 24, 2022

(1) _ Incase of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in accordance with applicable law by the
intermediary responsible for causing such delay in unblocking, which period shall start from the day following the receipt of a complaint
from the Bidder. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for
such delay in unblocking. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated
March 31, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, in case of delays
in resolving investor grievances in relation to blocking/unblocking of funds, which for the avoidance of doubt, shall be deemed to be
incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable.

 

 

The above timetable is indicative and does not constitute any obligation or liability on our Company, our
Selling Shareholders, or the BRLMs.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within six
Working Days from the Bid/Offer Closing Date or such period as may be prescribed, with reasonable
support and co-operation of each of the Selling Shareholders, as may be required in respect of its respective
portion of the Offered Shares, the timetable may change due to various factors, such as any delay in
receiving the final listing and trading approval from the Stock Exchanges. The commencement of trading
of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the
applicable laws. Each of the Selling Shareholders, severally and not jointly, confirms that it shall provide
all reasonable support and extend reasonable cooperation, solely to the extent of its respective portion of
the Offered Shares, as required under Applicable Law or reasonably requested by the Company and/or
the Book Running Lead Managers in relation to timely completion of the Offer within the timelines set
forth under Applicable Law.

SEBI is in the process of streamlining and reducing the post-issue timeline for IPOs. Any circulars or
notifications from SEBI after the date of the Red Herring Prospectus may result in changes to the above
mentioned timelines. Further, the offer procedure is subject to change basis any revised SEBI circulars to
this effect.

Submission of Bids (other than Bids from Anchor Investors):

 

Bid/Offer Period (except the Bid/Offer Closing Date)

Submission and revision in Bids Only between 10:00 a.m. IST and 5:00 p.m. IST
Bid/Offer Closing Date
Submission and revision in Bids Only between 10:00 a.m. IST and 3:00 p.m. IST*

 

* UPI mandate end time and date is 12:00 p.m. on May 17, 2022.
On the Bid/Offer Closing Date, the Bids were uploaded until:
@ 4:00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and

(¢) until 5:00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs
and Eligible Employees Bidding under the Employee Reservation Portion.

The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on
daily basis within 60 minutes of the bid closure time from the Bid/ Offer Opening Date till the Bid/Offer Closing
Date by obtaining such information from the Stock Exchanges. The SCSBs shall unblock such applications by the
closing hours of the Working Day and submit a confirmation in respect thereof to the BRLMs and the Registrar
to the Offer on a daily basis.

It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid
Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account,
as the case may be, would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders were advised
to submit their Bids one day prior to the Bid/Offer Closing Date. Any time mentioned in this Prospectus is IST.
Bidders were cautioned that, in the event a large number of Bids were received on the Bid/Offer Closing Date,

585
Restrictions, if any on transfer and transmission of Equity Shares

Except for the lock-in of the pre-Offer Equity Share capital of our Company and the Anchor Investor lock-in as
provided in “Capital Structure” page 117, and except as provided in our Articles of Association as detailed in
“Main Provisions of Articles of Association” on page 613, there are no restrictions on transfer and transmission
of the Equity Shares, and on their consolidation or splitting.

587
some Bids would not get uploaded due to lack of sufficient time. Such Bids that could not be uploaded have not
been considered for allocation under this Offer. Bids and any revisions in Bids were accepted only during Working
Days, during the Bid/Offer Period.

Minimum subscription

If our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the
SCRR including through devolvement of underwriters, as applicable, within 60 days from the date of Bid/Offer
Closing Date; or the minimum subscription of 90% of the Fresh Issue on the Bid/Offer Closing Date; or
subscription level falls below aforementioned minimum subscription after the Bid/Offer Closing Date due to
withdrawal of Bids; or after technical rejections or any other reason; or if the listing or trading permission is not
obtained from the Stock Exchanges for the Equity Shares so offered under the offer document, our Company shall
forthwith refund the entire subscription amount received, in accordance with applicable law. If there is a delay in
such refund beyond four days after our Company becomes liable to pay the amount, our Company and every
Director of our Company who is an officer in default, shall pay interest at the rate of 15% p.a.

It is clarified that, subject to applicable laws, none of the Selling Shareholders shall be liable to pay any amounts
as interest for any delay, unless such default or delay is solely and directly attributable to an act or omission of
such Selling Shareholder.

In the event of achieving aforesaid minimum subscription, however, there is under subscription in achieving the
total Offer size, the Equity Shares will be Allotted in the following order:

@ such number of Equity Shares will first be Allotted by our Company such that 90% of the Fresh Issue
portion is subscribed;

(ii) upon (i), such number of Offered Shares offered by each of the Selling Shareholders, will be Allotted, in
the same pro rata proportion as the Equity Shares offered by such Selling Shareholders in the Offer for
Sale; and

(iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be
Allotted by our Company towards the balance 10% of the Fresh Issue portion.

In terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company will ensure that the number of Bidders
to whom the Equity Shares will be Allotted will be not less than 1,000.

Subject to valid Bids being 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 other categories or a combination
of categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock
Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed
to be met with spill-over from other categories or a combination of categories.

New financial instruments

Our Company is not issuing any new financial instruments through this Offer.

Arrangements for disposal of odd lots

Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.

586
OFFER STRUCTURE

Offer of 107,517,088* Equity Shares for cash at a price of 487 per Equity Share (including a share premium of
2486 per Equity Share) aggregating to 52,350 million comprising a Fresh Issue of 82,152,503* Equity Shares
aggregating to 740,000 million by our Company and an Offer for Sale of 25,364,585* Equity Shares aggregating
to 212,350 million.

The Offer comprises a Net Offer of 107,084,188* Equity Shares and Employee Reservation Portion of 432,900*
Equity Shares, aggregating to %200 million. The Employee Reservation Portion does not exceed 5% of our post-
Offer paid-up Equity Share capital. The Offer and the Net Offer constitute 14.84% and 14.78%, respectively of
the post-Offer paid-up Equity Share capital of our Company. The face value of each Equity Share is =1 each.

* Subject to finalization of the Basis of Allotment

The Offer is being made through the Book Building Process.

 

 

Particulars _ Eligible Employees" QBs Non-Institutional_Retail Individual Bidders
Bidders
Number of Not more than Not less than Not more than 16,062, Not more than 10,708,418
Equity Shares 432,900 Equity 80,313,142\ Equity 6284 Equity Shares Equity Shares was made
available for Shares Shares available for allocation or available for allocation or
Allotment/ Net Offer less allocation to Net Offer less allocation to
allocation*® QIB Bidders and RIBs QIB Bidders and Non
Institutional Bidders
Percentage of | The Employee Not less than 75% of the Not more than 15% of the Not more than 10% of the

Offer size
available for
Allotment’
allocation

Basis of
Allotment/
allocation if
respective
category is
oversubscribed
*

Reservation Portion
shall constitute 0.40%
of the Offer Size

Proportionate*; unless
the Employee
Reservation Portion is
undersubscribed, the
value of allocation to
an Eligible Employee
shall not exceed
2200,000 (net of
Employee Discount).
In the event of
undersubscription in
the Employee
Reservation Portion,
the unsubscribed
portion was
Allocated, on a
proportionate _ basis,
to Eligible Employees
for a value exceeding
%200,000, subject to
total Allotment to an

Net Offer shall be
Allotted to QIB Bidders.

However, up to 5% of
the Net QIB Portion is

made available __ for
allocation

proportionately to
Mutual Funds only.
Mutual Funds

participating in the
Mutual Fund Portion is
also eligible for
allocation in the
remaining QIB Portion.
The unsubscribed
portion in the Mutual
Fund Portion is made
available for allocation
to the Net QIB Portion
Proportionate as follows
(excluding the Anchor
Investor Portion):

(a) 1,606,625 Equity
Shares are
available for
allocation on a
proportionate
basis to Mutual
Funds only; and

30,519,017
Equity Shares is
made _ available
for allocation on
a proportionate
basis to all QIBs,
including Mutual
Funds _ receiving

Net Offer or the Net Offer
less allocation to QIB
Bidders and RIBs is made
available for allocation.
One-third of the Non-
Institutional Portion is
made available for
allocation to Bidders with
an application size of more
than 2 200,000 up to =
1,000,000 and two-thirds
of the Non-Institutional
Portion is made available
for allocation to Bidders
with an application size of
more than & 1,000,000.

The allotment of specified
securities to each Non-
Institutional Investor shall
not be less than the
minimum application size,
subject to availability in the
Non-Institutional Portion,
and the remainder, if any,
shall be allotted on a
proportionate basis in
accordance with the
conditions specified in the
SEBI ICDR Regulations

Net Offer or the Net Offer
less allocation to QIB
Bidders and Non-
Institutional Bidders is
made available for
allocation

Allotment to each Retail
Individual Bidder shall not
be less than the minimum
Bid Lot, subject to
availability of Equity
Shares in the Retail Portion
and the remaining available
Equity Shares if any, shall

be allotted on a
proportionate basis. For
details, see “Offer

Procedure” on page 592

 

588
 

 

Particulars Eligible Employees* QBs® Non-Institutional Retail Individual Bidders
Bidders
Eligible _ Employee allocation as per
not exceeding (a) above.
500,000

Minimum Bid

Maximum Bid

Mode of
Allotment
Bid Lot
Allotment Lot

Trading Lot
Who can

apply®

30 Equity Shares and
in multiples of 30

Equity Shares
thereafter

Such number of
Equity Shares in
multiples of 30

Equity Shares, so that
the maximum Bid
Amount by — each
Eligible Employee in
Eligible Employee
Portion does not
exceed %500,000

Our Company and the
BRLMs, have allocated
48,187,860 Equity
Shares to Anchor
Investors at the Anchor
Investor Allocation
Price on a discretionary
basis of which one-third
was made available for
allocation to Mutual
Funds only, subject to
valid Bid having been
received from Mutual
Funds at or above the
Anchor Investor
Allocation Price.

Such number of Equity
Shares and in multiples
of 30 Equity Shares that
the Bid Amount exceeds
%200,000

Such number of Equity
Shares in multiples of 30
Equity Shares not
exceeding the size of the
Net Offer, subject to
applicable limits

Such number of Equity
Shares and in multiples of
30 Equity Shares so that the
Bid Amount exceeds
200,000

Such number of Equity
Shares in multiples of 30
Equity Shares not
exceeding the size of the
Net Offer (excluding the
QIB Portion), subject to
limits applicable to Bidder

Compulsorily in dematerialised form

30 Equity Shares and in
multiples of 30 Equity
Shares thereafter

Such number of Equity
Shares in multiples of 30
Equity Shares so that the

30 Equity Shares and in multiples of 30 Equity Shares thereafter
30 Equity Shares and in multiples of one Equity Share thereafter

Eligible Employees
(such that the Bid
Amount does not
exceed %500,000)

One Equity Share

Public financial
institutions as specified
in Section 2(72) of the
Companies Act,
scheduled commercial
banks, Mutual Funds,
FPIs (other __ than
individuals, corporate
bodies and family
offices), VCFs, AIFs,
FVCIs registered with
SEBI, multilateral and
bilateral development
financial _ institutions,
state industrial
development

corporation, insurance
companies _ registered
with IRDAI, provident
funds (subject to
applicable law) with
minimum corpus of
2250 million, pension
funds with minimum

Resident Indian
individuals, Eligible NRIs,
HUFs (in the name of the
karta), companies,
corporate bodies, scientific
institutions, societies and
trusts and any individuals,
corporate bodies and
family offices including
FPIs which are individuals,
corporate bodies and
family offices which are re-
categorised as Category II
FPIs and registered with
SEBI.

Bid Amount does not
exceed 2200,000
Resident Indian

individuals, Eligible NRIs
and HUFs (in the name of
the karta)

 

589
 

Particulars Eligible Employees* QIBs® Non-Institutional Retail Individual Bidders
Bidders

 

corpus of 2250 million
National Investment
Fund set up by the Gol,
the insurance funds set
up and managed by
army, navy or air force
of the Union of India,
insurance funds set up
and managed by the
Department of Posts,
India and Systemically
Important NBFCs.
Terms of In case of Anchor Investors: Full Bid Amount was paid by the Anchor Investors at the time of submission
payment of their Bids“

In case of all other Bidders: Full Bid Amount was blocked by the SCSBs in the bank account of the
ASBA Bidder (other than Anchor Investors) or by the Sponsor Banks through the UPI Mechanism, that is
specified in the ASBA Form at the time of submission of the ASBA Form.

Mode of Only through the ASBA process (except for Anchor Investors)

Bidding

 

* Assuming full subscription in the Offer.

‘Subject to finalization of the Basis of Allotment

* Eligible Employees Bidding in the Employee Reservation Portion could Bid up to a Bid Amount of 500,000 (net of Employee Discount).
However, a Bid by an Eligible Employee in the Employee Reservation Portion was considered for allocation, in the first instance, for a Bid
Amount of up to %200,000 (net of Employee Discount). In the event of under-subscription in the Employee Reservation Portion, the
unsubscribed portion is made available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of
200,000, subject to the maximum value of Allotment made to such Eligible Employee not exceeding 500,000. Further, an Eligible Employee
Bidding in the Employee Reservation Portion could also Bid in the Net Offer and such Bids would not be treated as multiple Bids subject to
applicable limits. Furthermore, an Eligible Employee Bidding in the Employee Reservation Portion was added back to the Net Offer. In case
of under-subscription in the Net Offer, spill-over to the extent of such under-subscription was permitted from the Employee Reservation
Portion.

© — Our Company, in consultation with the BRLMs, allocated up to 60% of the QIB Category to Anchor Investors at the price at which
allocation was made to Anchor Investors, on a discretionary basis, subject to there having been (i) a maximum of two Anchor Investors,
where allocation in the Anchor Investor Portion was up to 2100 million, (ii) minimum of two and maximum of 15 Anchor Investors,
where the allocation under the Anchor Investor Portion was more than 2100 million but up to 22,500 million under the Anchor Investor
Portion, subject to a minimum Allotment of %50 million per Anchor Investor, and (iii) in case of allocation above 22,500 million under
the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to %2,500
million, and an additional 10 Anchor Investors for every additional 2,500 million or part thereof was permitted, subject to minimum
allotment of 250 million per Anchor Investor. An Anchor Investor could make a minimum Bid of such number of Equity Shares, that
the Bid Amount is at least 2100 million. One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to
valid Bids having been received at or above the price at which allocation is made to Anchor Investors, which price was determined by
our Company in consultation with the BRLMs.

 

©) This is an Offer in terms of Rule 19(2)(b) of the SCRR and under the SEBI ICDR Regulations, in compliance with Regulation 6(2) of the

SEBI ICDR Regulations.

© If the Bid was submitted in joint names, the Bid cum Application Form could contain only the name of the first Bidder whose name
should also appear as the first holder of the depository account held in joint names. The signature of only the first Bidder was required
in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders.

«4

Full Bid Amount was payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that
any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price was payable by the Anchor Investor
Pay-In Date as indicated in the CAN.

The Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 598 and having same PAN were
collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful Bidders (with same
PAN) have been proportionately distributed.

Bidders were required to confirm and were deemed to have represented to our Company, the Selling Shareholders, the Underwriters, their
respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines
and approvals to acquire the Equity Shares.

Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band could make
payment based on Bid Amount, at the time of making a Bid. Eligible Employees bidding in the Employee
Reservation Portion at the Cut-Off Price had to ensure payment at the Cap Price (net of Employee Discount), at
the time of making a Bid.

590
Subject to valid Bids having been received at or above the Offer Price, under-subscription, if any, in any category
except the QIB Portion, has been allowed to be met with spill over from any other category or a combination of
categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange,
on a proportionate basis.

591
OFFER PROCEDURE

All Bidders should read the General Information Document which highlights the key rules, processes and
procedures applicable to public issues in general, in accordance with the provisions of the Companies Act the
SCRA, the SCRR and the SEBI ICDR Regulations, which is part of the abridged prospectus accompanying the
Bid cum Application Form. The General Information Document is available on the websites of the Stock
Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which
are applicable to the Offer especially in relation to the process for Bids by UPI Bidders through the UPI
Mechanism.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note and
Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application
Form); (vii) Designated Date; (viii) disposal of applications; (ix) submission of Bid cum Application Form; (x)
other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application
would be rejected on technical grounds); (xi) applicable provisions of Companies Act relating to punishment for
fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in Allotment or refund.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
From January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made
effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I
was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect
to Bids by RIBs through Designated Intermediaries (other than SCSBs), the existing process of physical movement
of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the
UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months or
launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide
its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for
implementation of UPI Phase II till further notice. However, given the prevailing uncertainty due to the COVID-
19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, has decided
to continue with the UPI Phase II till further notice. Thereafter, the final reduced timeline of T+3 days will be
made effective using the UPI Mechanism for applications by RIBs (“UPI Phase III”), as may be prescribed by
SEBI. The Offer has been undertaken pursuant to the processes and procedures under UPI Phase II, subject to
any further circulars, clarification or notification issued by the SEBI from time to time. Further, SEBI vide its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, has introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. This circular is applicable for
initial public offers opening on or after May 1, 2021 except as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provisions of this circular, are deemed to form
part of this Prospectus. Furthermore, pursuant to SEBI circular no. SEBI/HO/CF D/DIL2/P/CIR/P/2022/45 dated
April 5, 2022, all individual bidders in initial public offerings (opening on or after May 1, 2022) whose application
sizes are up to 500,000 shall use the UPI Mechanism.

Our Company, the Selling Shareholders, and the BRLMs do not accept any responsibility for the completeness
and accuracy of the information stated in this section and the General Information Document and are not liable
for any amendment, modification or change in the applicable law which may occur after the date of the Red
Herring Prospectus and this Prospectus. Bidders were advised to make their independent investigations and
ensure that their Bids were submitted in accordance with applicable laws and did not exceed the investment limits
or maximum number of Equity Shares that could be held by them under applicable law or as specified in the Red
Herring Prospectus and this Prospectus.

Book Building Procedure

The Offer was made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR
Regulations, through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR

592
Regulations wherein not less than 75% of the Net Offer was made available for allocation on a proportionate basis
to QIBs, provided that our Company, 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, 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 Anchor Investor Allocation Price. In the event of under-subscription, or non-allotment in the Anchor
Investor Portion, the balance Equity Shares were added to the Net QIB Portion. Further, 5% of the Net QIB Portion
was made available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net
QIB Portion was 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, the Bid Amounts received by our Company shall be refunded. Further,
not more than 15% of the Net Offer was made available for allocation to Non-Institutional Investors of which
one-third of the Non-Institutional Portion was available for allocation to Bidders with an application size of more
than = 200,000 up to 2 1,000,000 and two-thirds of the Non-Institutional Portion was made available for allocation
to Bidders with an application size of more than = 1,000,000 and under-subscription in either of these two sub-
categories of Non-Institutional Portion was allocated to Bidders in the other sub-category of Non-Institutional
Portion. Further, not more than 10% of the Net Offer was made available for allocation to RIBs in accordance
with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price.

Furthermore, 432,900* Equity Shares, aggregating to 2200 million were made available for allocation on a
proportionate basis only to Eligible Employees Bidding in the Employee Reservation Portion, subject to valid
Bids being received at or above the Offer Price, if any.

* Subject to finalization of the Basis of Allotment.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised
form. The Bid cum Application Forms which did not have the details of the Bidders’ depository account,
including DP ID, Client ID, PAN and UPI ID (for UPI Bidders Bidding through the UPI Mechanism), as
applicable were required to be treated as incomplete and are liable to be rejected. Bidders do not have the
option of being Allotted Equity Shares in physical form.

Phased implementation of Unified Payments Interface

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, amongst others, equity
shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for
applications by RIBs through Designated Intermediaries with the objective to reduce the time duration from public
issue closure to listing from six Working Days to up to three Working Days. Considering the time required for
making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment
mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, an RIB had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue
closure to listing continued to be six Working Days.

Phase II: This phase has become applicable from July 1, 2019. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had extended the timeline for implementation of
UPI Phase II till March 31, 2020. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020 dated
March 30, 2020 decided to continue Phase II of UPI with ASBA until further notice. Under this phase, submission
of the ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of
funds has been discontinued and is replaced by the UPI Mechanism. However, the time duration from public issue
closure to listing would continue to be six Working Days during this phase.

Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from
public issue closure to listing would be reduced to three Working Days. Accordingly, upon commencement of
Phase III, the reduced time duration shall be applicable for the Offer.

Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for

applications that have been made through the UPI Mechanism. The requirements of the UPI Circulars include,
appointment of a nodal officer by the SCSBs and submission of their details to SEBI, the requirement for SCSBs

593
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for bank accounts of unsuccessful
Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalised. Failure
to unblock the accounts within the timeline would result in the SCSBs being penalised under applicable law.
Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the post-
Offer BRLM will be required to compensate the concerned investor.

Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant
to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking
of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable
compensation relating to investor complaints has been paid by the SCSB.

The Offer was made under UPI Phase II of the UPI Circular.

All SCSBs offering the facility of making applications in public issues were required to provide the facility to
make application using UPI. Our Company has appointed certain of the SCSBs as Sponsor Banks to act as a
conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment
instructions of the UPI Bidders using the UPI.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges,
and the BRLMs.

Electronic registration of Bids

a) The Designated Intermediary could register the Bids using the online facilities of the Stock Exchanges. The
Designated Intermediaries could also set up facilities for off-line electronic registration of Bids, subject to
the condition that they would subsequently upload the off-line data file into the online facilities for Book
Building on a regular basis before the closure of the Offer.

b) On the Bid/Offer Closing Date, the Designated Intermediaries were required to upload the Bids till such
time as was permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.

c) Only Bids that were uploaded on the Stock Exchanges Platform will be considered for allocation/Allotment.
The Designated Intermediaries were given till 1:00 p.m. IST on the next Working Day following the
Bid/Offer Closing Date to modify select fields uploaded in the Stock Exchanges’ Platform during the
Bid/Offer Period after which the Stock Exchange(s) sent the bid information to the Registrar to the Offer
for further processing.

Bid cum Application Form

Copies of the ASBA Form and the abridged prospectus were made available with the Designated Intermediaries
at the Bidding Centres, and our Registered Office. An electronic copy of the ASBA Form was also available for
download on the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to
the Bid/Offer Opening Date.

Copies of the Anchor Investor Application Form were made available with the BRLMs.

All Bidders (other than Anchor Investors) were required to mandatorily participate in the Offer only through the
ASBA process. UPI Bidders were required to Bid in the Offer through the UPI Mechanism.

All ASBA Bidders were required to provide either, (i) the bank account details and authorisation to block funds
in the ASBA Form; or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in
the ASBA Form and the ASBA Forms that did not contain such details were liable to be rejected. Applications
made by the UPI Bidders using third party bank account or using third party linked bank account UPI ID were
liable for rejection.

UPI Bidders using the UPI Mechanism bidding were required to provide the valid UPI ID in the relevant space
provided in the Bid cum Application Form and the Bid cum Application Form that did not contain the UPI ID
were liable to be rejected.

ASBA Bidders were required to ensure that the Bids were made on ASBA Forms bearing the stamp of the
Designated Intermediary, submitted at the relevant Bidding Centres only (except in case of electronic ASBA

594
Forms) and the ASBA Forms not bearing such specified stamp were liable to be rejected. Since the Offer was
made under Phase II of the UPI Circulars, ASBA Bidders could submit the ASBA Form in the manner as follows:
(i) UPI Bidders Bidding using UPI Mechanism, could submit their ASBA Forms, including details of their UPI
IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs or online using the facility
of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers; (ii) RIBs
authorizing an SCSB to block the Bid Amount in the ASBA Account could submit their ASBA Forms with the
SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers and (iii) QIBs and NIBs could submit their ASBA
Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs. For Anchor
Investors, the Anchor Investor Application Form were made available at the offices of the BRLMs. ASBA Bidders
were also required to ensure that the ASBA Account had sufficient credit balance such that an amount equivalent
to the full Bid Amount could be blocked by the SCSB or the Sponsor Banks, as applicable at the time of submitting
the Bid. In order to ensure timely information to investors, SCSBs were required to send SMS alerts to investors
intimating them about Bid Amounts blocked/ unblocked.

Anchor Investors were not permitted to participate in the Offer through the ASBA process.

The prescribed colour of the Bid cum Application Form for the various categories was as follows:

 

 

 

Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Bidders, RIBs and Eligible NRIs White
applying on a non-repatriation basis
Non-residents including Eligible NRIs, FVCls, FPIs and registered bilateral and multilateral Blue
institutions applying on a repatriation basis
Anchor Investors White
Eligible Employees Bidding in the Employee Reservation Portion Pink
* Excluding electronic Bid cum Application Forms
Notes:

(1) Electronic Bid cum Application forms and the abridged prospectus were also made available for download on the websites
of NSE (www.nseindia.com) and BSE (www.bseindia.com)

(2) Bid cum Application Forms for Anchor Investors were made available at the offices of the BRLMs
(3) Bid cum Application Forms for Eligible Employees were made available at the Corporate Office of our Company.

In case of ASBA Forms, Designated Intermediaries were required to upload the relevant bid details in the
electronic bidding system of the Stock Exchanges.

Subsequently, for ASBA Forms (other than UPI Bidders using UPI Mechanism), Designated Intermediaries (other
than SCSBs) were required to submit / deliver the ASBA Forms to the respective SCSB where the Bidder had an
ASBA bank account and were required not to submit it to any non-SCSB bank or any Escrow Collection Bank.
Stock Exchanges were required to validate the electronic bids with the records of the CDP for DP ID/Client ID
and PAN, on a real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries,
for rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges were required
to allow modification of either DP [D/Client ID or PAN ID, bank code and location code in the Bid details already
uploaded.

For UPI Bidders using UPI Mechanism, the Stock Exchanges were required to share the Bid details (including
UPI ID) with the Sponsor Banks on a continuous basis through API integration to enable the Sponsor Banks to
initiate UPI Mandate Request to UPI Bidders for blocking of funds. The Sponsor Banks were required to initiate
a request for blocking of funds through NPCI to UPI Bidders, who were required to accept the UPI Mandate
Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
The NPCI is required to maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform,
and the liability to compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions was
with the concerned entity (i.e. the Sponsor Banks, NPCI or the issuer bank) at whose end the lifecycle of the
transaction had come to a halt. The NPCI was required to share the audit trail of all disputed transactions/ investor
complaints to the Sponsor Banks and the issuer bank. The Sponsor Banks and the Bankers to the Offer were
required to provide the audit trail to the BRLMs for analysing the same and fixing liability.

The Sponsor Banks were required to undertake a reconciliation of Bid responses received from Stock Exchanges
and sent to NPCI and were also required to ensure that all the responses received from NPCI were sent to the
Stock Exchanges platform with detailed error code and description, if any. Further, the Sponsor Banks were
required to undertake reconciliation of all Bid requests and responses throughout their lifecycle on a daily basis

595
and share reports with the BRLMs in the format and within the timelines as specified under the UPI Circulars.
Sponsor Banks and issuer banks are required to download UPI settlement files and raw data files from the NPCI
portal after every settlement cycle and do a three-way reconciliation with Banks UPI switch data, CBS data and
UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Banks on a continuous basis.

For all pending UPI Mandate Requests, the Sponsor Banks were required to initiate requests for blocking of funds
in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 12:00 pm on the first Working Day
after the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding using the UPI Mechanism
could accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate
Requests at the Cut-Off Time shall lapse. For ensuring timely information to investors, SCSBs were required to
send SMS alerts as specified in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and
SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
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 02, 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.

The Sponsor Banks were required to host a web portal for intermediaries (closed user group) from the date of
Bid/Offer Opening Date till the date of listing of the Equity Shares with details of statistics of mandate
blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across intermediaries
and any such processes having an impact/bearing on the Offer Bidding process.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws in 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, 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 in the United
States. The Company has not registered and does not intend to register under the U.S. Investment Company
Act in reliance on Section 3(c)(7) of the U.S. Investment Company Act, and investors will not be entitled to
the benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are only being offered
and sold (i) to persons in the United States or to or for the account or benefit of, U.S. Persons, in each case
to investors 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” and, 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 transactions exempt from or not subject to
the registration requirements of the U.S. Securities Act and in reliance on Section 3(c)(7) of the U.S.
Investment Company Act; or (ii) 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 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.

Participation by associates and affiliates of the BRLMs and the Syndicate Member and the persons related
to the BRLMs and the Syndicate Member

The BRLMs and the Syndicate Member were not allowed to purchase Equity Shares in this Offer in any manner,
except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLMs and
the Syndicate Member could Bid for Equity Shares in the Offer, either in the QIB Portion or in the Non-
Institutional Portion as may be applicable to such Bidders, and such subscription could be on their own account
or on behalf of their clients. All categories of investors, including associates or affiliates of the BRLMs and
Syndicate Member, were required to be treated equally for the purpose of allocation to be made on a proportionate
basis.

Except as stated below, none of the BRLMs nor any associates of the BRLMs could apply in the Offer under the
Anchor Investor Portion:

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@) mutual funds sponsored by entities which are associate of the BRLMs;

(ii) insurance companies promoted by entities which are associate of the BRLMs;
(iii) AIFs sponsored by the entities which are associate of the BRLMs; or
(iv) FPIs (other than individuals, corporate bodies and family offices) sponsored by the entities which are

associates of the BRLMs.

Further, an Anchor Investor was deemed to be an associate of the BRLMs, if: (a) either of them controls, directly
or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b)
either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the
other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLMs.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate was required to be
lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs,
reserve the right to reject any Bid without assigning any reason thereof.

Bids made by asset management companies or custodians of Mutual Funds were required to specifically state
names of the concerned schemes for which such Bids were made.

In case of a Mutual Fund, a separate Bid could be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund were not treated as multiple
Bids provided that such Bids clearly indicated the scheme concerned for which the Bid had been made.

No Mutual Fund scheme could invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% was not applicable for investments in case of
index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than
10% of any company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs could obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange were considered for Allotment.
Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms were required to authorise
their respective SCSB or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through
the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident
(“FCNR”) Accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms were
required to authorise their respective SCSB or confirm or accept the UPI Mandate Request (in case of UPI Bidders
Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid
Amount, at the time of the submission of the Bid cum Application Form. Participation of Eligible NRIs in the
Offer was subject to the FEMA Regulations.

In accordance with the FEMA rules, the total holding by any individual NRI, on a repatriation basis, could not
exceed 5% of the total paid-up equity capital on a fully diluted basis or could not exceed 5% of the paid-up value
of each series of debentures or preference shares or share warrants issued by an Indian company and the total
holdings of all NRIs and OCIs put together could not exceed 10% of the total paid-up equity capital on a fully
diluted basis or could not exceed 10% of the paid-up value of each series of debentures or preference shares or
share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that
effect is passed by the general body of the Indian company. Pursuant to a special resolution dated October 15,
2021 by the Shareholders, the aggregate ceiling of 10% was raised to 24% for our Company.

Eligible NRIs were permitted to apply in the Offer through Channel I or Channel II (as specified in the SEBI UPI
Circulars). Further, subject to applicable law, Eligible NRIs could use Channel IV (as specified in the SEBI UPI
Circulars) to apply in the Offer, provided the UPI facility was enabled for their NRE/NRO accounts.

Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents

(white in colour). Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form
meant for Non-Residents (blue in colour).

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For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 611.
Participation of Eligible NRIs was subject to the FEMA Regulations.

Bids by HUFs

Bids by Hindu Undivided Families or HUFs, were required to be made in the individual name of the Karta. The
Bidder was required to specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: “Name of sole or first Bidder: XYZ Hindu Undivided Family applying
through XYZ, where XYZ is the name of the Karta”. Bids by HUFs were considered at par with Bids from
individuals.

Bids by FPIs

In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which
means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50%
or common control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA
Regulations, the total holding by each FPI or an investor group shall be below 10% of the total paid-up Equity
Share capital of our Company on a fully diluted basis and the total holdings of all FPIs could be up to 100%, being
the sectoral cap of the paid-up Equity Share capital of our Company on a fully diluted basis.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations was required to be attached to the Bid cum Application Form, failing which our Company reserves
the right to reject any Bid without assigning any reason. FPIs who wished to participate in the Offer were advised
to use the Bid cum Application Form for Non-Residents (blue in colour).

In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs was included.

With effect from April 1, 2020, the aggregate limits for FPI investments are the sectoral caps applicable to our
Company (i.e. up to 100% under the automatic route).

The FEMA Non-Debt Instruments Rules was enacted on October 17, 2019 in supersession of the Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017,
except as respects things done or omitted to be done before such supersession. FPIs were permitted to participate
in the Offer subject to compliance with conditions and restrictions which may be specified by the Government
from time to time.

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of the
SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as
defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by
a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such
offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such offshore
derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore
derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other conditions
as may be specified by SEBI from time to time.

In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully
diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants
issued that may be issued by our Company, the total investment made by the FPI will be re-classified as FDI
subject to the conditions as specified by SEBI and RBI in this regard and our Company and the investor will be
required to comply with applicable reporting requirements.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of the

SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative
instruments, directly or indirectly, only if it complies with the following conditions:

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(a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;

(b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;

(c) such offshore derivative instruments are issued after compliance with the “know your client’ norms as
specified by SEBI; and

(d) such other conditions as may be specified by SEBI from time to time.

An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is
subject to (a) the transfer being made to persons which fulfil the criteria provided under the SEBI FP! Regulations
(as mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for such transfer, except
in cases, where the persons to whom the offshore derivative instruments are to be transferred, are pre-approved
by the FPI.

Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs
and DP IDs shall not be treated as multiple Bids:

+ FPIs which utilise the multi investment manager (“MIM”) structure;

+ Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary
derivative investments;

+ Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;

+  FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or
fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment manager;

+ Multiple branches in different jurisdictions of foreign bank registered as FPIs;

+ Government and Government related investors registered as Category 1 FPIs; and

+ Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using
the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids
utilize any of the above-mentioned structures and indicate the name of their respective investment managers in
such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be
rejected.

The FPIs who wished to participate in the Offer were advised to use the Bid cum Application Form for non-
residents.

Bids by SEBI-registered VCFs, AIFs and FVCIs

The SEBI VCF Regulations as amended, amongst others, prescribe the investment restrictions on VCFs, registered
with SEBI. The SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. The SEB]
FVCI Regulations prescribe the investment restrictions on FVCIs.

Accordingly, the holding in any company by any individual VCF or FVCIs (under Schedule I of the FEMA Non-
Debt Instruments Rules) registered with SEBI in one venture capital undertaking should not exceed 25% of the
corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by
way of subscription to an initial public offering.

Category I and II AIFs cannot invest more than 25% of their respective corpus in one investee company. A
category III AIF cannot invest more than 10% of its corpus in one investee company. A VCF registered as a
category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds
by way of subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which
have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF
Regulations until the existing fund or scheme managed by the fund is wound up.

Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding equity shares of a
company prior to an initial public offering being undertaken by such company, shall be exempt from lock-in
requirements, Provided that such equity shares shall be locked in for a period of at least one year from the date of
purchase by the venture capital fund or alternative investment fund or foreign venture capital investor.

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There was no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders were treated on the
same basis with other categories for the purpose of allocation.

All non-resident investors were required to note that refunds (in case of Anchor Investors), dividends and
other distributions, if any, were payable in Indian Rupees only and net of bank charges and commission.

Our Company, the Selling Shareholders and the BRLMs will not be responsible for loss, if any, incurred by the
Bidder on account of conversion of foreign currency.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
as amended, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008,
as amended, was required to be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee were required
to be attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs,
reserves the right to reject any Bid without assigning any reason.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended, (“Banking Regulation Act”), and the Master Directions - Reserve Bank of India
(Financial Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the
investee company, not being its subsidiary engaged in non-financial services, or 10% of the banking company’s
paid-up share capital and reserves, whichever is lower. Further, the aggregate investment by a banking company
in subsidiaries and other entities engaged in financial and non-financial services cannot exceed 20% of the bank’s
paid-up share capital and reserves.

However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-
up share capital of such investee company if (i) the investee company is engaged in non-financial activities
permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act; (ii) the additional
acquisition is through restructuring of debt, or to protect the banking company’s interest on loans/investments
made to a company; (iii) hold along with its subsidiaries, associates or joint ventures or entities directly or
indirectly controlled by the bank; and mutual funds managed by asset management companies controlled by the
bank, more than 20% of the investee company’s paid up share capital engaged in non-financial services. However,
this cap doesn’t apply to the cases mentioned in (i) and (ii) above.

Further, the aggregate investment by a banking company in all its subsidiaries and other entities engaged in
financial services and non-financial services, including overseas investments, cannot exceed 20% of the banking
company’s paid up share capital and reserves. The banking company is required to submit a time-bound action
plan for disposal of such shares within a specified period to RBI. A banking company would require a prior
approval of the RBI to make an investment in a non-financial services company in excess of 10% of such investee
company’s paid-up share capital as stated in para (i) above.

Bids by SCSBs

SCSBs participating in the Offer were required to comply with the terms of the SEBI circulars (Nos.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013, respectively.
Such SCSBs were required to ensure that for making applications on their own account using ASBA, they should
have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be
used solely for the purpose of making application in public issues and clear demarcated funds should be available
in such account for such applications.

Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI was required to be attached to the Bid cum Application Form. Failing this, our

Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason
thereof.

600
The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority
(Investment) Regulations, 2016, as amended (“IRDAI Investment Regulations”), based on investments in the
equity shares of a company, the entire group of the investee company and the industry sector in which the investee
company operates. Bidders were advised to refer to the IRDA Investment Regulations for specific investment
limits applicable to them.

Bids by provident funds/pension funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of 7250
million, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident
fund/pension fund was required to be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLMs, reserves the right to reject any Bid, without assigning any reason thereof.

Bids under power of attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, FPIs, AIFs, Mutual Funds, NBFC ~ SI, insurance companies, insurance funds set up by the army, navy
or air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund
and provident funds with a minimum corpus of %250 million (subject to applicable law) and pension funds with a
minimum corpus of 2250 million, a certified copy of the power of attorney or the relevant resolution or authority,
as the case may be, along with a certified copy of the memorandum of association and articles of association
and/or bye laws was required to be attached with the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLMs, reserves the right to accept or reject any Bid in whole or in part, in either case,
without assigning any reason.

Our Company, in consultation with the BRLMs in their absolute discretion, reserves the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to
the terms and conditions that our Company, in consultation with the BRLMs may deem fit.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate
of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis and
a net worth certificate from its statutory auditor, and (iii) such other approval as may be required by the
Systemically Important NBFCs, were required to be attached to the Bid cum Application Form. Failing this, our
Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason
thereof. Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations,
guidelines and circulars issued by RBI from time to time.

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below. Anchor Investor Application Forms were
made available for the Anchor Investor Portion at the offices of the BRLMs.

Except for Mutual Funds, AIFs or FPIs (other than individuals, corporate bodies and family offices) sponsored by
entities which are associates of the BRLMs, or insurance companies promoted by entities which are associates of
the BRLMs, no BRLM or its respective associates could apply in the Offer under the Anchor Investor Portion.

Further, an Anchor Investor was deemed to be an “associate of the Book Running Lead Manager” if: (i) either of
them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting
rights in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons,
exercises control over the other; or (iii) there is a common director, excluding nominee director, among the Anchor
Investors and any BRLM.

The Bid was required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds 100
million. A Bid could not be submitted for over 60% of the QIB Category. In case of a Mutual Fund, separate Bids
by individual schemes of a Mutual Fund were aggregated to determine the minimum application size of 7100
million.

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One-third of the Anchor Investor Portion was required to be reserved for allocation to domestic Mutual Funds.

Our Company, in consultation with the BRLMs, finalized the allocation to the Anchor Investors on a discretionary
basis, provided that, there were:

. a maximum of two Anchor Investors, where allocation under the Anchor Investor Portion was up to 7100
million;
. a minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor

Portion was more than 7100 million but up to 22,500 million, subject to a minimum Allotment of 250
million per Anchor Investor; and

. in case of allocation above 22,500 million under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to %2,500 million, and an additional
10 Anchor Investors for every additional 22,500 million, subject to minimum Allotment of 250 million
per Anchor Investor.

Allocation to Anchor Investors was required to be completed on the Anchor Investor Bid/Offer Period. Bidding
for Anchor Investors opened one Working Day before the Bid/ Offer Opening Date, and was completed on the
same day. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation was
made, was required to be made available in the public domain by the BRLMs, before the Bid/Offer Opening Date,
through intimation to the Stock Exchanges.

Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the Bid.

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 Anchor
Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment.

Bids made by QIBs under both the Anchor Investor Portion and the QIB Category will not be considered multiple
Bids.

Bids by Eligible Employees

The Bid was required to be for a minimum of 30 Equity Shares and in multiples of 30 Equity Shares thereafter so
as to ensure that the Bid Amount payable by the Eligible Employee did not exceed 500,000 on a net basis.
However, the initial allocation to an Eligible Employee in the Employee Reservation Portion could not exceed
%200,000. Allotment in the Employee Reservation Portion will be as detailed in the section “Offer Structure” on
page 588. A discount of 225 per Equity Share was offered to Eligible Employee(s) Bidding in the Employee
Reservation Portion, in accordance with the SEBI ICDR Regulations.

However, Allotments to Eligible Employees in excess of %200,000 shall be considered on a proportionate basis,
in the event of undersubscription in the Employee Reservation Portion, subject to the total Allotment to an Eligible
Employee not exceeding 500,000. Subsequent under-subscription, if any, in the Employee Reservation Portion
shall be added back to the Net Offer. Eligible Employees Bidding in the Employee Reservation Portion may Bid
at the Cut-off Price.

Bids under the Employee Reservation Portion by Eligible Employees were required to be:
. Made only in the prescribed Bid cum Application Form or Revision Form (i.e. pink colour form).

. Only Eligible Employees (excluding such other persons not eligible under applicable laws, rules,
regulations and guidelines) were eligible to apply in this Offer under the Employee Reservation Portion.

. In case of joint bids, the sole/ First Bidder was required to be the Eligible Employee.
. Bids by Eligible Employees could be made at Cut-off Price.
. Only those Bids, which were received at or above the Offer Price, net of Employee Discount, would be

considered for allocation under this portion.

602
. The Bids must be for a minimum of 30 Equity Shares and in multiples of 30 Equity Shares thereafter so
as to ensure that the Bid Amount payable by the Eligible Employee subject to a maximum Bid Amount
of %500,000 on a net basis.

. If the aggregate demand in this portion was less than or equal to 432,900 Equity Shares at or above the
Offer Price, full allocation shall be made to the Eligible Employees to the extent of their demand.

. Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion were not
treated as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any
multiple Bids in any or all categories.

. Under-subscription, if any, in the Employee Reservation Portion was added back to the Net Offer.

In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion is made
available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of
%200,000, subject to the maximum value of Allotment made to such Eligible Employee not exceeding 500,000.

If the aggregate demand in this portion is greater than 432,900 Equity Shares at or above the Offer Price, the
allocation shall be made on a proportionate basis. For the method of proportionate basis of Allotment, see “Offer
Procedure” on page 592.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders, and
the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of the Red Herring Prospectus and this Prospectus. Bidders were advised
to make their independent investigations and ensure that any single Bid from them did not exceed the
applicable investment limits or maximum number of the Equity Shares that can be held by them under
applicable law or regulation or as specified in the Draft Red Herring Prospectus, or as have been specified
in the Red Herring Prospectus and this Prospectus.

In accordance with existing regulations issued by the RBI, OCBs could not participate in this Offer.
Information for Bidders

The relevant Designated Intermediary was required to enter a maximum of three Bids at different price levels
opted in the Bid cum Application Form and such options were not considered as multiple Bids. It was the Bidder’s.
responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of
the Bid by the Designated Intermediary does not guarantee that the Equity Shares will be allocated/Allotted. Such
Acknowledgement Slip is non-negotiable and by itself will not create any obligation of any kind. When a Bidder
revised his or her Bid, he /she was required to surrender the earlier Acknowledgement Slip and request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid.

In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network
and software of the electronic bidding system could not in any way be deemed or construed to mean that the
compliance with various statutory and other requirements by our Company, the Selling Shareholders, and/or the
BRLMs were cleared or approved by the Stock Exchanges; nor did it in any manner warrant, certify or endorse
the correctness or completeness of compliance with the statutory and other requirements, nor did it take any
responsibility for the financial or other soundness of our Company, the management or any scheme or project of
our Company; nor did it in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of the Draft Red Herring Prospectus, the Red Herring Prospectus or this Prospectus; nor did it warrant
that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

General Instructions

Please note that QIBs and Non-Institutional Investors were not permitted to withdraw their Bid(s) or lower the
size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual
Bidders could revise 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 or lower the size of their Bids after the Anchor Investor
Bid/Offer Period.

Do’s:

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10.

11.

12.

13.

14.

15.

Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should
submit their Bids through the ASBA process only;

Ensure that you have Bid within the Price Band;
Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account
(i.e. bank account number or UPI ID, as applicable) in the Bid cum Application Form if you are not a
UPI Bidder bidding using the UPI Mechanism in the Bid cum Application Form and if you are a UPI
Bidder using the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum
length of 45 characters including the handle) in the Bid cum Application Form;

UPI Bidders bidding using the UPI Mechanism shall ensure that the bank, with which they have their
bank account, where the funds equivalent to the application amount are available for blocking is UPI 2.0
certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;

Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders using UPI
Mechanism, may submit their ASBA Forms with Syndicate, sub-Syndicate Members, Registered
Brokers, RTA or CDP;

Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB,
before submitting the ASBA Form to any of the Designated Intermediaries. Ensure that you use only
your own bank account linked UPI ID (only for UPI Bidders using the UPI Mechanism) to make an
application in the Offer;

If the first Bidder is not the bank account holder, ensure that the Bid cum Application Form is signed by
the account holder. Ensure that you have an account with an SCSB and have mentioned the correct bank
account number in the Bid cum Application Form (for all Bidders other than UPI Bidders bidding using
the UPI Mechanism);

Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;

Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgment
specifying the application number as a proof of having accepted Bid cum Application Form for all your
Bid options from the concerned Designated Intermediary;

Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder
is included in the Bid cum Application Forms;

RIBs bidding in the Offer to ensure that they shall use only their own ASBA Account or only their own
bank account linked UPI ID (only for RIBs using the UPI Mechanism) to make an application in the
Offer and not ASBA Account or bank account linked UPI ID of any third party;

Ensure that when applying in the Offer using UPI, the name of your SCSB appears in the list of SCSBs
displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the app and
the UPI handle being used for making the application is also appearing in Annexure ‘A’ to the SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;

UPI Bidders who wish to Bid using the UPI Mechanism should submit their Bids with the Designated
Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request
received from the Sponsor Banks to authorise blocking of funds equivalent to the Bid Amount in the UPI
Bidder’s ASBA Account;

Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;

604
16.

17.

18.

19.

20.

21.

22:

23.

24,

25.

26.

27.

Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 12:00
p.m. of the Working Day immediately after the Bid/ Offer Closing Date;

Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorisation to the SCSB or Sponsor Banks, as applicable, via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in
the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of UPI
Bidders submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that you
authorise the UPI Mandate Request, including in case of any revision of Bids, raised by the Sponsor
Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of
Allotment;

Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of the SEBI circular no. MRD/Dop/Cir-20/2008 dated June 30, 2008, may be
exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors
who are exempt from the requirement of obtaining/specifying their PAN for transacting in the securities
market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular no.
MRD/DoP/SE/Cir- 8 /2006 dated July 20, 2006, may be exempted from specifying their PAN for
transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The
exemption for the Central or the State Government and officials appointed by the courts and for investors
residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective
depositories confirming the exemption granted to the beneficiary owner by a suitable description in the
PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of
Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which
PAN was not mentioned were liable to be rejected;

Bidders were required to ensure that their PAN is linked with their Aadhaar and that they are in
compliance with the notification dated February 13, 2020, issued by the Central Board of Direct Taxes
and the subsequent press releases, including press release dated June 25, 2021;

Ensure that the Demographic Details are updated, true and correct in all respects;

Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;

Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;

Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc.,
relevant documents are submitted;

Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign
and Indian laws;

Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active,
the correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application
Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered
into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as
applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the
Depository database;

FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs
and DP IDs, were required to submit a confirmation that their Bids are under the MIM structure and
indicate the name of their investment managers in such confirmation which were submitted along with
each of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs,
such MIM Bids are liable to be rejected;

UPI Bidders were required to ensure that details of the Bid are reviewed and verified by opening the
attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using
his/her UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, a UPI Bidder were
deemed to have verified the attachment containing the application details of the UPI Bidder in the UPI

605
Mandate Request and have agreed to block the entire Bid Amount and authorised the Sponsor Banks to
block the Bid Amount mentioned in the Bid Cum Application Form; and

28. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than
for Anchor Investors and UPI Bidders bidding using the UPI Mechanism) is submitted to a Designated
Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA
Form, is maintained has named at least one branch at that location for the Designated Intermediary to
deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in).

29. If you are in the United States or a U.S. person then you are both a U.S. QIB and a QP, and you will
purchase, hold or transfer Equity Shares amounting to at least US$250,000 or its equivalent in another
currency.

The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, were not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
was liable to be rejected.

Don'ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid for a Bid Amount exceeding %200,000 (for Bids by Retail Individual Bidders) and 7500,000
for Bids by Eligible Employees Bidding in the Employee Reservation Portion (net of Employee
Discount);

3. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;

4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;

5. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

6. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

Fe Do not submit the Bid for an amount more than funds available in your ASBA account;

8. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid

cum Application Forms in a colour prescribed for another category of a Bidder;

9. If you are a UPI Bidder using UPI mechanism, do not submit more than one Bid cum Application Form
for each UPI ID;

10. Anchor Investors should not Bid through the ASBA process;

11. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;

12. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;

13. Do not submit the General Index Register (GIR) number instead of the PAN;
14. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details
for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to

the Offer;

15. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;

16. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors

606
17.

18.

19.

20.

21.

22.

23.

24,

25.

26.

27.

28.

29.

30.

having valid depository accounts as per Demographic Details provided by the depository);

Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap
Price;

Do not submit a Bid using UPI ID, if you are not a UPI Bidder;

Do not Bid on another Bid cum Application Form or the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries;

Do not Bid for more Equity Shares than what is specified by respective Stock Exchange for each
category;

If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date;

Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Offer size
and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws
or regulations or maximum amount permissible under applicable laws or regulations, or under the terms
of the Red Herring Prospectus;

Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. RIB may revise or withdraw
their Bids on or before the Bid/Offer Closing Date;

Do not submit Bids to a Designated Intermediary at a location other than Specified Locations. If you are
a UPI Bidder using UPI Mechanism, do not submit the ASBA Form directly with SCSBs;

If you are a UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries
and using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or
third party linked bank account UPI ID;

Do not Bid if you are an OCB;

UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account
of an SCSB and/ or mobile applications which is not mentioned in the list provided on the SEBI website
are liable to be rejected;

Do not submit the Bid cum Application Forms to any non-SCSB bank;

Do not submit a Bid cum Application Form with third party ASBA Bank Account or UPI ID (in case of
Bids submitted by UPI Bidders using the UPI Mechanism); and

If you are in the United States or a U.S. Person, then do not Bid for a Bid Amount for less than USD
250,000 or its equivalent in another currency.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied

with.

Further, in case of any pre-Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking, etc., investors shall reach out to the Company Secretary and Compliance Officer. For details
of the Company Secretary and Compliance Officer, see “General Information” on page 105.

For helpline details of the BRLMs pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021, see “General Information - Book Running Lead Managers” on page 107.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall
ensure that the basis of allotment is finalised in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

607
Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer through the
Red Herring Prospectus except in case of oversubscription for the purpose of rounding off to make Allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than
1% of the Net Offer to the public may be made for the purpose of making Allotment in minimum lots.

The allotment of Equity Shares to Bidders other than to the RIBs, Non-Institutional Bidders and Anchor Investors
shall be on a proportionate basis within the respective investor categories and the number of securities allotted
shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application
size as determined and disclosed.

The allotment of Equity Shares to each RIBs shall not be less than the minimum bid lot, subject to the availability
of shares in Retail Portion, and the remaining available Equity Shares, if any, shall be allotted on a proportionate
basis.

The allotment to each Non-Institutional Bidder shall not be less than the minimum application size, subject to the
availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be
allotted on a proportionate basis.

Payment into Escrow Account(s) for Anchor Investors

Our Company, in consultation with the BRLMs, in their absolute discretion, decided the list of Anchor Investors
to whom the CAN was sent, pursuant to which the details of the Equity Shares allocated to them in their respective
names were notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into
the Escrow Account(s) were required to be drawn in favour of:

(a) In case of resident Anchor Investors: “DELHIVERY LIMITED-ANCHOR R”
(b) In case of non-resident Anchor Investors: “DELHIVERY LIMITED-ANCHOR NR”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Selling Shareholders and the Syndicate, the Escrow Collection Bank
and the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer Advertisement

Our Company, after filing the Red Herring Prospectus with the RoC, published a pre-Offer advertisement, in the
form prescribed by the SEBI ICDR Regulations, in all editions of Financial Express (a widely circulated English
national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper, Hindi also
being the regional language of New Delhi, where our Registered Office is located).

In the pre-Offer advertisement, we stated the Bid/Offer Opening Date and the Bid/Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, was in the format prescribed in Part
A of Schedule X of the SEBI ICDR Regulations.

The above information was given for the benefit of the Bidders. Our Company, the Selling Shareholders,
and the BRLMs are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of the Red Herring Prospectus and this Prospectus. Bidders
were advised to make their independent investigations and ensure that the number of Equity Shares Bid
for do not exceed the prescribed limits under applicable laws or regulations.

Signing of the Underwriting Agreement and the RoC Filing

(a) Our Company, the Selling Shareholders and the Syndicate have entered into an Underwriting Agreement
with the Underwriters for the Equity Shares proposed to be issued and offered in the Offer.

(b) After signing the Underwriting Agreement, this Prospectus is being filed with the RoC in accordance
with applicable law. This Prospectus contains details of the Offer Price, the Anchor Investor Offer Price,
Offer size, and underwriting arrangements and is complete in all material respects.

Undertakings by our Company

608
Our Company undertakes the following:

1.

8.

the complaints received in respect of the Offer were attended to by our Company expeditiously and
satisfactorily;

all steps for completion of the necessary formalities for listing and commencement of trading at all the
Stock Exchanges where the Equity Shares are proposed to be listed shall be taken in consultation with
BRLMs within such period as may be prescribed under applicable law;

if Allotment is not made within the prescribed time period under applicable law, the entire subscription
amount received will be refunded/unblocked within the time prescribed under applicable law. If there is
delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act,
the SEBI ICDR Regulations and applicable law for the delayed period;

the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed
shall be made available to the Registrar to the Offer by our Company;

where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Bidder within the time prescribed under applicable law, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;

except for Equity Shares to be allotted pursuant to the Offer and any allotment of Equity Shares to
employees of our Company pursuant to exercise of vested employee stock options granted under the
ESOP Schemes, no further issue of the Equity Shares shall be made till the Equity Shares offered through
the Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded
on account of non-listing, under-subscription, etc.;

compliance with all disclosure and accounting norms as may be specified by SEBI from time to time;
and

that adequate arrangements were made to collect all Bid cum Application Forms.

Undertakings by the Selling Shareholders

Each of the Selling Shareholder undertakes, severally and not jointly, in respect of itself as a Selling Shareholder
and its respective portion of the Offered Shares that:

it is the legal and beneficial holder of and holding clear and marketable title to its Offered Shares, which
have been acquired and held by it in compliance with applicable law;

it is not debarred or prohibited fron accessing the capital markets or restrained from buying, selling, or
dealing in securities; has not been categorised as a ‘wilful defaulter’; and does not have any proceedings
pending against it for violation of securities laws;

it shall not make a bid in the Offer, or offer any incentive, whether direct or indirect, in any manner, to
any Bidder for making a Bid in the Offer; and shall not make any payment, whether direct or indirect, to
any person who makes a Bid in the Offer except for payment of fees or commission for services in
relation to the Offer;

The decisions with respect to the Price Band were taken by our Company and the Selling Shareholders, in
consultation with the BRLMs, and decisions with respect to the minimum Bid lot and the Offer Price were taken
by our Company, in consultation with the BRLMs. The statements and undertakings provided above are
statements which are specifically confirmed or undertaken, severally and not jointly, by each Selling Shareholder
in relaton to itself and its respective portion of the Offered Shares. All other statements or undertakings or both in
this Prospectus in relation to the Selling Shareholders (which have not been made by the Selling Shareholders
themselves), shall be statements made by our Company, even if the same relate to the Selling Shareholders.

Utilisation of Offer Proceeds

Our Board certifies and declares that:

609
. all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other
than the bank account referred to in sub-section (3) of Section 40 of the Companies Act;

. details of all monies utilised out of the Offer shall be disclosed, and continue to be disclosed till the time
any part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance sheet
of our Company indicating the purpose for which such monies have been utilised; and

. details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilised monies have been
invested. Our Company confirms and declares that all monies received out of the Offer shall be
transferred to a separate bank account other than the bank account referred to in sub section 3 of Section
AO of the Companies Act.

Impersonation

Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act which is reproduced below:

“Any person who—

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or
to any other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act for fraud involving an amount of at least 71
million or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term which shall
not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in
the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years.) Further, where the fraud involves an amount less than 21 million or one
per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person
guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine
which may extend to %5 million or with both.

610
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Gol and FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can
be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment
may be made. Under the Industrial Policy, 1991 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/departments are responsible for granting approval for foreign investment. The Government
has from time to time made policy pronouncements on foreign direct investment (“FDI”) through press notes and
press releases.

The DPIIT issued the Consolidated FDI Policy Circular of 2020 (“FDI Policy”) by way of circular bearing number
DPIIT file number 5(2)/2020-FDI Policy dated October 15, 2020, which with effect from October 15, 2020,
consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT
that were in force and effect as on October 15, 2020. The FDI Policy will be valid until the DPIIT issues an
updated circular. The FDI Policy provides that up to 100% foreign investment under the automatic route is
currently permitted for our Company.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI Policy
and transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is
within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed
by the SEBI/RBI.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from
April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which
shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen
of any such country (“Restricted Investors”), will require prior approval of the Government, as prescribed in the
Consolidated FDI Policy and the FEMA Rules. 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/ purview, such subsequent change in the beneficial ownership will also
require approval of the Government. Furthermore, on April 22, 2020, the Ministry of Finance, Government of
India has also made a similar amendment to the FEMA Rules. Pursuant to the Foreign Exchange Management
(Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank or fund, of which India is a member,
shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of
the investments of such bank or fund in India. Each Bidder should seek independent legal advice about its ability
to participate in the Offer. In the event such prior approval of the Government of India is required, and such
approval has been obtained, the Bidder was required to intimate our Company and the Registrar to the Offer in
writing about such approval along with a copy thereof within the Offer Period.

As per the existing policy of the Government of India, OCBs were not permitted to participate in this Offer.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws in 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, 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 in the United
States. The Company has not registered and does not intend to register under the U.S. Investment Company
Act in reliance on Section 3(c)(7) of the U.S. Investment Company Act, and investors will not be entitled to
the benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are only being offered
and sold (i) to persons in the United States or to or for the account or benefit of, U.S. Persons, in each case
to investors that are both “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities
Act and referred to in the Red Herring Prospectus and this Prospectus as “U.S. QIBs” and, 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 the Red Herring Prospectus and this Prospectus as “QIBs”)
and “qualified purchasers” (as defined under the U.S. Investment Company Act and referred to in the Red
Herring Prospectus and this Prospectus as “QPs”) in transactions exempt from or not subject to the
registration requirements of the U.S. Securities Act and in reliance on Section 3(c)(7) of the U.S. Investment
Company Act; or (ii) outside the United States to investors that are not U.S. Persons nor persons acquiring

611
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 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.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders, and
the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of the Red Herring Prospectus and this Prospectus. Bidders are advised to
make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed
the applicable limits under laws or regulations.

For further details, see “Offer Procedure” on page 592.

612
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of
Association of our Company. Pursuant to Schedule I of the Companies Act and the SEBI ICDR Regulations, the
main provisions of the Articles of Association of our Company are detailed below.

The Articles of Association of our Company consist of two parts, Part A and Part B. Upon the commencement of
listing of the Equity Shares of the Company on BSE and NSE, approved in accordance with the terms of the
Articles of Association of our Company in India, pursuant to an initial public offering of the Equity Shares of the
Company, Part B shall automatically stand deleted, not have any force and be deemed to be removed from the
Articles of Association and the provisions of Part A shall automatically come in effect and be in force, without
any further corporate or other action by the Company or its shareholders.

PART A OF THE ARTICLES OF ASSOCIATION
Applicability of Table F

Subject to the provisions herein and in so far as the Articles do not modify or exclude them, the regulations
contained in Table ‘F’ of Schedule I of the Companies Act, 2013 shall apply to the Company only so far as they
are not inconsistent with any of the provisions contained in these Articles or modification thereof or are not
expressly or by implication excluded from the Articles.

Share capital and variation of rights

Article 3 provides that “The authorized share capital of the Company shall be such as mentioned in clause V of
the Memorandum, with the power of the Board, from time to time, to increase, reduce, sub-divide or to repay the
same or to divide the same into several classes and to attach thereto any right and to consolidate or subdivide or
re-organize the Shares subject to the provisions of the Act, to vary such rights as may be determined in accordance
with the regulations of the Company.”

Article 4 provides that “Subject to the provisions of the Act and these Articles, the Shares in the capital of the
Company shall be under the control of the Board who may issue, allot or otherwise dispose of the same or any of
them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or at
a discount (subject to compliance with the provisions of the Act) and at such time as they may from time to time
think fit and with the approval of the Company in a general meeting to give to any person or persons the option
or right to call for any Shares either at par or premium during such time and for such consideration as the directors
of the Company deem fit, and may issue and allot Shares in the capital of the Company on payment in full or part
of any property sold or transferred or for any services rendered to the Company in the conduct of its business and
any Shares which may so be allotted may be issued as fully paid Shares and if so issued, shall be deemed to be
fully paid Shares. Provided that option or right to call of Shares shall not be given to any person or persons without
the approval of the Company in the general meeting.”

Article 5 provides that “Except as required by Law, no person shall be recognized by the Company as holding any
Share upon any trust, and the Company shall not be bound by, or be compelled in any way to recognise (even
when having notice thereof) any equitable, contingent, future or partial interest in any Share, or any interest in
any fractional part of a Share, or (except only as by these regulations or by Law otherwise provided) any other
rights in respect of any Share except an absolute right to the entirety thereof in the registered holder.”

Article 6 provides that “(i) The Company may exercise the powers of paying commissions conferred by sub-
section (6) of section 40, provided that the rate percent or the amount of the commission paid or agreed to be paid
shall be disclosed in the manner required by that section and rules made thereunder. (ii) The rate or amount of the
commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of section 40. (iii)
The commission may be satisfied by the payment of cash or the allotment of fully or partly paid Shares or partly
in the one way and partly in the other.”

Article 7 provides that “If at any time the Share capital is divided into different classes of Shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, subject to
the provisions of section 48, and whether or not the Company is being wound up, be varied with the consent in
writing of the holders of three-fourths of the issued Shares of that class, or with the sanction of a special resolution
passed at a separate meeting of the holders of the Shares of that class. To every such separate meeting, the

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provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary
quorum shall be at least two persons holding at least one-third of the issued Shares of the class in question.”

Article 8 provides that “The rights conferred upon the holders of the Shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be
deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.”

Article 9 provides that “Subject to the provisions of these Articles, the Act, other applicable Law and subject to
such other approvals, permissions or sanctions as may be necessary, the Company may issue any Shares with or
without differential rights upon such terms and conditions and with such rights and privileges (including with
regard to voting rights and dividend) as may be permitted by the Act or the applicable Law or guidelines issued
by the statutory authorities and/or listing requirements and that the provisions of these Articles.”

Article 10 provides that “Subject to the provisions of section 55 of the Act and any other relevant provisions read
with the rules made thereunder, any preference shares may, with the sanction of an ordinary resolution, be issued
on the terms that they are to be redeemed on such terms and in such manner as the Company before the issue of
the Shares may, by special resolution, determine.”

Article 11 provides that “Subject to the provisions of Section 63 of the Act and any other relevant provisions read
with the rules made thereunder, bonus Shares be issued to its Shareholders out of (i) its free reserves; (ii) the
securities premium account; or (iii) the capital redemption reserve account, in any manner as the Board may deem
fit.”

Article 12 provides that “Notwithstanding anything contained in these Articles but subject to the provisions of
Sections 68 to 70 and other applicable provisions of the Act or any other Law for the time being in force, the
Company shall have the power to buy-back its own Shares or other securities, as it may consider necessary.”

Article 13 provides that “The Company may, from time to time, by ordinary resolution increase the Share capital
by such sum, to be divided into Shares of such amount, as may be specified in the resolution.”

Article 14 provides that “Subject to the provisions of Section 61 of the Act, the Company may, by ordinary
resolution: (a) consolidate and divide all or any of its Share capital into Shares of larger amount than its existing
Shares; (b) convert all or any of its fully paid-up Shares into stock, and reconvert that stock into fully paid-up
Shares of any denomination; (c) sub-divide its existing Shares or any of them into Shares of smaller amount than
is fixed by the memorandum; (d) cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person.”

Article 15 provides that “Where shares are converted into stock —

(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations under which, the Shares from which the stock arose might before the conversion have been transferred,
or as near thereto as circumstances admit, provided that the Board may, from time to time, fix the minimum
amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the Shares
from which the stock arose.

(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and
advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the Shares
from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits
of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if
existing in Shares, have conferred that privilege or advantage.

(c) such of the regulations of the company as are applicable to paid-up Shares shall apply to stock and the words
“Share” and “Shareholder” in those regulations shall include “stock” and “stock-holder” respectively.”

Article 16 provides that “Subject to the provisions of the Act, the Company may, by special resolution, reduce in
any manner and with, and subject to, any incident authorised and consent required by Law:

(a) its Share capital;

(b) any capital redemption reserve account; or

(c) any Share premium account.”

Article 17 provides that “Further issue of shares:

(a) Where at any time, it is proposed to increase the subscribed capital of the Company by allotment of
further shares, whether out of unissued share capital or out of increased share capital, then:

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(i) such shares shall be offered to persons who, at the date of the offer, are holders of Equity Shares of the Company
in proportion, as nearly as circumstances admit, to the capital paid up on those shares at that date, by sending a
letter of offer subject to the applicable provisions of the Act and the rules notified thereunder and any other
applicable laws for the time being force.

(ii) Such offer shall be made by a notice specifying the number of shares offered and limiting a time not
being less than fifteen days and not exceeding thirty days from the date of the offer within which the offer, if not
accepted, will be deemed to have been declined.

(iii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce
the shares offered to them in favour of any other person and the notice as aforesaid shall contain a statement of
this right; provided that the directors of the Company may decline, giving reasons for refusal to allot any shares
to any person in whose favour any member may renounce the shares offered to him.

(iv) After the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the
person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them
in such manner which is not disadvantageous to the members and the Company;

(b) to employees under a scheme of employees’ stock option, subject to special resolution passed by the
Company and subject to the rules and such other conditions, as may be prescribed under Law; or
() to any persons, if it is authorised by a special resolution, whether or not those persons include the persons

referred to in clause (a) or clause (b) above, either for cash or for a consideration other than cash, if the price of
such shares is determined by the valuation report of a registered valuer subject to compliance with the applicable
provisions of Chapter III of the Act and any other conditions as may be prescribed.”

Article 18 provides that “Notwithstanding anything contained in the preceding sub-clause, the Company may
offer aforesaid further shares to any persons (whether or not those persons include the persons mentioned in the
preceding sub-clause 17.(a)(i)) in any manner:

(a) if a special resolution to that effect is passed by the Company in a General Meeting; or

(b) where no such special resolution is passed, if the votes cast (whether on a show of hands or on a poll as the
case may be) in favour of the proposal contained in the resolution moved in that general meeting (including the
casting vote, if any, of the Chairman) by members who, being entitled to do so, vote in person, or where proxies.
are allowed, by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and
the Central Government is satisfied, on an application made by the Board of Directors in this behalf, that the
proposal is most beneficial to the Company.”

Article 19 provides that “Nothing in Article 17(a)(iii) above, shall be deemed: (a) to extend the time within which
the offer should be accepted; or (b) to authorize any person to exercise the right of renunciation for a second time,
on the ground that the person in whose favour the renunciation was first made has declined to take the Shares
comprised in the renunciation.”

Article 20 provides that “Nothing in the above Article shall apply to the increase of the subscribed capital of a
Company caused by the exercise of an option as a term attached to the debentures issued or loan raised by the
Company to convert such debentures or loans into Shares in the Company or to subscribe for Shares of the
Company.

Provided that the terms of the issue of such debentures or the terms of such loans include a term providing for
such option and such term has been approved by a special resolution passed by the Company in a general meeting
before the issue of the debentures or raising of the loans.”

Article 21 provides that “The provisions contained in this Article shall be subject to the provisions of the Section
42 and Section 62 of the Act, the rules notified thereunder and the applicable provisions of the Act or any other
applicable law for the time being force.”

Article 22 provides that “Any debentures, debenture-stock, bonds or other securities may be issued at a discount,
premium or otherwise and may be issued on condition that they shall be convertible into shares of any
denomination, and with any privileges and conditions as to redemption, surrender, drawings, allotment of Shares,
attending (but not voting) at general meetings, appointment of directors and otherwise, debentures with the right
to conversion into or allotment of shares shall be issued only with the consent of the Company in general meeting
accorded by a special resolution.”

Lien

Article 23 provides that “The Company shall have a first and paramount lien on every Share/debenture (not being
a fully paid share/debenture), and on the proceeds of sale thereof for all monies (whether presently payable or not)

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called, or payable at a fixed time in respect of such Share/debenture whether the time for the payment thereof shall
have actually arrived or not and no equitable interest in any share shall be created except upon the footing and
condition that this Article is to have full effect. The Company’s lien, if any, on a Share shall extend to all dividends
payable and bonuses declared from time to time in respect of such Shares. Unless otherwise agreed the registration
of a transfer of Shares/debentures shall operate as a waiver of the Company’s lien if any on Shares/debentures.
Provided that the directors may, at any time, declare any Shares/debentures wholly or in part to be exempt from
the provisions of this Article.”

Article 24 provides that “The fully paid-up Shares shall be free from all lien and in case of partly paid Shares, the
Company’s lien shall be restricted to money called or payable at a fixed time in respect of such Shares.”

Article 25 provides that “Subject to the provisions of the Act, the Company may sell, in such manner as the Board
thinks fit, any shares on which the Company has a lien.”

Article 26 provides that “A member shall not exercise any voting rights in respect of the Shares registered in
his/her name on which any calls or other sums presently payable by him/her have not been paid, in regard to which
the Company has exercised the right of lien.”

Call on shares

Article 27 provides that “The Board may, from time to time and in the manner it deems fit, make calls upon the
Shareholders in respect of any monies unpaid on their Shares (whether on account of the nominal value of the
Shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times.”

Article 31 provides that “The joint holders of a Share shall be jointly and severally liable to pay all calls in respect
thereof.”

Dematerialization of shares

Article 36 provides that “The Company shall be entitled to treat the person whose name appears on the register of
members as the holder of any Share or whose name appears as the beneficial owner of Shares in the records of
the depository, as the absolute owner thereof.

Provided however that provisions of the Act or these Articles relating to distinctive numbering shall not apply to
the Shares of the Company, which have been dematerialized.”

Article 37 provides that “Notwithstanding anything contained herein, the Company shall be entitled to
dematerialize its Shares, debentures and other securities pursuant to the Depositories Act 1996 (including any
statutory modification or re-enactment thereof for the time being in force) and offer its Shares, debentures and
other securities for subscription in a dematerialized form.”

Article 38 provides that “Every person subscribing to the Shares offered by the Company shall receive such Shares
in dematerialized form. The Company shall intimate such depository the details of allotment of the Shares, and
on receipt of the information, the depository shall enter in its record the name of the allottee as the beneficial
owner of the Shares. Such a person who is the beneficial owner of the Shares can at any time opt out of a
depository, if permitted by the Law, in respect of any Shares in the manner provided by the Depositories Act 1996
(including any statutory modification or re-enactment thereof for the time being in force) and the regulations made
thereunder and the Company shall in the manner and within the time prescribed, issue to the beneficial owner the
required certificate of Shares.”

Transfer of shares

Article 43 provides that “The Shares of any Shareholder shall be freely transferable.”

Article 44 provides that “The instrument of transfer of any Share in the Company shall be executed by or on behalf
of both the transferor and transferee. The transferor shall be deemed to remain a holder of the share until the name

of the transferee is entered in the register of members in respect thereof.”

Article 45 provides that “The instrument of transfer of Shares shall be in writing and the applicable provisions of
the Act be duly complied with in respect of the transfer of Shares and registration thereof.”

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Article 46 provides that “The Board may, subject to the right of appeal conferred by section 58 decline to register
(a) the transfer of a Share, not being a fully paid Share, to a person of whom they do not approve; or (b) any
transfer of Shares on which the company has a lien.”

Article 47 provides that “Subject to the provisions of Sections 58 and 59 of the Act, these Articles and other
applicable provisions of the Act or any other law for the time being in force, the Board may refuse whether in
pursuance of any power of the Company under these Articles or otherwise, to register the transfer of, or the
transmission by operation of law of the right to, shares or interest of a member in the Company and shall within
one month communicate the same to the transferee and transferor or to the person giving notice of such
transmission, as the case may be, giving reasons for such refusal.

Provided that, registration of a transfer shall not be refused on the ground of the transferor being either alone or
jointly with any other person or persons indebted to the Company on any account whatsoever except where the
Company has a lien on Shares.”

Article 48 provides that “The Board may decline to recognise any instrument of transfer unless (a) the instrument
of transfer is in the form as prescribed in rules made under sub-section (1) of section 56 of the Act; (b) the
instrument of transfer is accompanied by the certificate of the Shares to which it relates, and such other evidence
as the Board may reasonably require to show the right of the transferor to make the transfer; and (c) the instrument
of transfer is in respect of only one class of Shares.”

Article 49 provides that “Every Shareholder whose name is entered as a member in the Register of Members shall
be entitled, without payment of any charge, to one or more certificates, in marketable lots, for all the Shares of
each class or denomination registered in his name, or if the directors so approve (upon paying such fee as the
directors may from time to time determine) to several certificates, each for one or more of such Shares and the
Company shall complete and have ready for delivery such certificates, unless prohibited by any provision of law
or any order of court, tribunal or other authority having jurisdiction, within two months from the date of allotment,
unless the conditions of the issue thereof otherwise provide, or within one month of the receipt of application of
registration of transfer, transmission, sub-division, consolidation or renewal of its Shares as the case may be.
Every certificate of shares shall be under the Seal of the Company and shall specify the number and distinctive
numbers of shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the
directors of the Company may prescribe and approve, provided that, in respect of a share or Shares held jointly
by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate
of shares to the first named joint holders shall be sufficient delivery to all such holders. Such share certificates
shall also be issued in the event of consolidation or sub-division of Shares of the Company.”

Transmission of shares

Article 54 provides that “On the death of a Shareholder, the survivor or survivors where the Shareholder was a
joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only
persons recognized by the Company as having any title to his interest in the shares. Nothing in these Articles shall
release the estate of a deceased joint holder from any liability in respect of any Share which had been jointly held
by him with other persons.”

Article 55 provides that “Any person becoming entitled to a Share in consequence of the death or insolvency of a
Shareholder may, upon such evidence being produced as may from time to time properly be required by the Board
and subject as hereinafter provided, elect, either (a) to be registered himself as holder of the Share; or (b) to make
such transfer of the Share as the deceased or insolvent member could have made.”

Article 56 provides that “The Board shall, in either case, have the same right to decline or suspend registration as
it would have had, if the deceased or insolvent Shareholder had transferred the Share before his death or
insolvency.”

Article 60 provides that “A person becoming entitled to a Share by reason of the death or insolvency of the holder
shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered
holder of the Share, except that he shall not, before being registered as a Shareholder in respect of the Share, be
entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company,
provided that the Board may, at any time, give notice requiring any such person to elect either to be registered
himself or to transfer the Share, and if the notice is not complied with within ninety days, the Board may thereafter

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withhold payment of all dividends, bonuses or other monies payable in respect of the Share, until the requirements
of the notice have been complied with.”

Forfeiture of shares

Article 61 provides that “If any Shareholder fails to pay any call, or instalment of a call, on the day appointed for
payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment
remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together
with any interest which may have accrued.”

Article 62 provides that “The notice aforesaid shall —

(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice)
on or before which the payment required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the Shares in respect of which the call
was made shall be liable to be forfeited.”

Article 63 provides that “If the requirements of any such notice as aforesaid are not complied with, any Share in
respect of which the notice has been given may, at any time thereafter, before the payment required by the notice
has been made, be forfeited by a resolution of the Board to that effect.”

Article 64 provides that “A forfeited Share may be sold or otherwise disposed of on such terms and in such manner
as the Board thinks fit.”

Article 65 provides that “At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture
on such terms as it thinks fit.”

Article 66 provides that “The Shareholder whose Shares have been forfeited shall cease to be a Shareholder in
respect of the forfeited Shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all
monies which, at the date of forfeiture, were presently payable by him to the Company in respect of the Shares.
The liability of such Shareholder shall cease if and when the Company shall have received payment in full of all
such monies in respect of the Shares.”

Capitalization of profits

Article 70 provides that “The Company in a general meeting may, upon the recommendation of the Board, resolve:
(a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the
Company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution;
and

(b) that such sum be accordingly set free for distribution in the manner specified in Article 56 amongst the
Shareholders who would have been entitled thereto, if distributed by way of dividend and in the same proportions.”

Article 71 provides that “The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision
contained in Article 57 below, either in or towards:

(a) paying up any amounts for the time being unpaid on any Shares held by such members respectively;

(b) paying up in full, unissued Shares of the Company to be allotted and distributed, credited as fully paid-up, to
and amongst such Shareholders in the proportions aforesaid; or

(c) partly in the way specified in Article 56 (a) and partly in that specified in Article 56 (b);

(d) a securities premium account and a capital redemption reserve account may, for the purposes of this Article,
be applied in the paying up of unissued Shares to be issued to Shareholders of the Company as fully paid bonus
Shares;

(e) the Board shall give effect to the resolution passed by the Company in pursuance of this Article.”

General meetings

Article 75 provides that “All general meetings other than annual general meeting shall be called extraordinary
general meeting.”

Article 76 provides that “The Board may, whenever it thinks fit, call an extraordinary general meeting.”

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Article 77 provides that “If at any time directors capable of acting who are sufficient in number to form a quorum
are not within India, any director or any two Shareholders of the Company may call an extraordinary general
meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.”

Proceedings at general meetings

Article 78 provides that “No business shall be transacted at any general meeting unless a quorum of members is
present at the time when the meeting proceeds to business.”

Article 79 provides that “Save as otherwise provided herein, the quorum for the general meetings shall be as
provided in Section 103 of the Act.”

Article 80 provides that “The chairperson, if any, of the Board shall preside as Chairperson at every general
meeting of the Company.”

Article 81 provides that “If there is no such chairperson, or if he is not present within fifteen minutes after the
time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present
shall elect one of their members to be chairperson of the meeting.”

Article 82 provides that “If at any meeting no director is willing to act as chairperson or if no director is present
within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of
their members to be chairperson of the meeting.”

Voting rights

Article 87 provides that “Subject to any rights or restrictions for the time being attached to any class or classes of
Shares:

(a) on a show of hands, every member present in person shall have one vote; and

(b) on a poll, the voting rights of members shall be in proportion to his Share in the paid-up equity Share capital
of the company.”

Article 88 provides that “A member may exercise his vote at a meeting by electronic means in accordance
with Section 108 of the Act and shall vote only once.”

Article 89 provides that “In the case of joint holders, the vote of the senior who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority
shall be determined by the order in which the names stand in the register of members.”

Proxy

Article 94 provides that “The instrument appointing a proxy and the power-of-attorney or other authority, if any,
under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office
of the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time
appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.”

Article 95 provides that “An instrument appointing a proxy shall be in the form as prescribed in the rules made
under Section 105 of the Act.”

Article 96 provides that “A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority
under which the proxy was executed, or the transfer of the Shares in respect of which the proxy is given, provided
that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
Company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.”

Board of directors
Article 97 provides that “(i) The first directors of the Company were Mr. Suraj Saharan and Mr. Nitin Dhingra.

Subject to applicable provisions of the Act, the minimum number of directors shall not be less than 3 (three) and
maximum number of directors shall at any time not exceed 15 (Fifteen).

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(ii) Pursuant to the consummation of an initial public offering on recognized stock exchanges in India, and subject
to approval of the Shareholders of the Company by way of a special resolution in the first general meeting
convened after the listing of Equity Shares of the Company on a recognized stock exchange in India pursuant to
the initial public offering:

(a) Notwithstanding anything contained elsewhere in these Articles, the Board shall at all times consist of not
more than 3 (three) directors from the Management Team of the Company (the “Management Team
Directors”), as nominated by the Nomination and Remuneration Committee, provided that such director
shall be a member of the Management Team as of the date of the appointment and shall continue to be a
member of the Management Team during the term of their directorship. For the purpose of Article 97(ii), the
term “Management Team” shall mean (a) each of the founders of the Company, being Sahil Barua, Suraj
Saharan and Kapil Bharati, severally and not jointly, until such founder is in the employment of the
Company and/ or its Subsidiaries in senior executive capacities; and/ or (b) such other “key managerial
personnel” of the Company as may be determined by the Nomination and Remuneration Committee from
time to time and shall include the “key managerial personnel” of the Company identified in the Offer
Documents.

(b) Notwithstanding anything contained elsewhere in these Articles, SVF Doorbell (Cayman) Ltd shall be
entitled to nominate one (1) director on the Board, who shall be deemed to be a non-independent director for
the purposes of the Company’s Board, for as long as SVF Doorbell (Cayman) Ltd and/or its affiliates
continue to hold at least 10% of the Company’s issued and outstanding paid-up share capital on a fully
diluted basis.”

Article 98 provides that “The remuneration of the directors shall, in so far as it consists of a monthly payment, be
deemed to accrue from day-to-day. In addition to the remuneration payable to them in pursuance of the Act, the
directors may be paid all travelling, hotel and other expenses properly incurred by them (a) in attending and
returning from meetings of the Board or any committee thereof or general meetings of the Company; or (b) in
connection with the business of the Company.”

Article 99 provides that “The Company may exercise the powers conferred on it by Section 88 of the Act with
regard to the keeping of a foreign register; and the Board may (subject to the provisions of that section) make and
vary such Articles as it may think fit respecting the keeping of any such register.”

Article 102 provides that “Subject to the provisions of Section 149 of the Act, the Board shall have power at any
time, and from time to time, to appoint a person as an additional director, provided the number of the directors.
and additional directors together shall not at any time exceed the maximum strength fixed for the Board by these
Articles. Such person shall hold office only up to the date of the next annual general meeting of the Company but
shall be eligible for appointment by the Company as a director at that meeting subject to the provisions of the
Act.”

Proceedings of the board

Article 105 provides that “The Board may meet for the conduct of business, adjourn and otherwise regulate its
meetings, as it thinks fit.”

Article 106 provides that “A director may, and the manager or secretary on the requisition of a director shall, at
any time, summon a meeting of the Board.”

Article 107 provides that “Save as otherwise expressly provided in the Act, questions arising at any meeting of
the Board shall be decided by a majority of votes. In case of an equality of votes, the chairperson of the Board, if
any, shall have a second or casting vote.”

Article 108 provides that “The continuing directors may act notwithstanding any vacancy in the Board; but, if and
so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing
directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or
of summoning a general meeting of the Company, but for no other purpose.”

Article 109 provides that “The Board may elect a chairperson of its meetings and determine the period for which
he is to hold office. If no such chairperson is elected, or if at any meeting the chairperson is not present within
five minutes after the time appointed for holding the meeting, the directors present may choose one of their number
to be chairperson of the meeting.”

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Article 110 provides that “The Board may, subject to the provisions of the Act, delegate any of its powers to
committees consisting of such member or members of its body as it thinks fit. Any committee so formed shall, in
the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.”

Article 115 provides that “The Board, subject to Section 179 and any other applicable provisions of the Act, may
entrust to and confer upon a managing director or whole time director or such other person as it deems fit, any of
the powers exercisable by them upon such terms and conditions and with such restrictions, as they may think fit
and either collaterally with or to the exclusion of their own powers and may, from time to time, revoke, withdraw
or alter or vary all or any of such powers.”

Chief executive officer, manager, company secretary or chief financial officer

Article 116 provides that “Subject to the provisions of the Act:

(a) a chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board
for such term, at such remuneration and upon such conditions as it may think fit; and any chief executive officer,
manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of
the Board; and

(b) a director may be appointed as chief executive officer, manager, company secretary or chief financial officer.”

Article 117 provides that “A provision of the Act or these Articles requiring or authorising a thing to be done by
or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be
satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive
officer, manager, company secretary or chief financial officer.”

Dividends and reserve

Article 120 provides that “The Company in general meeting may declare dividends, but no dividend shall exceed
the amount recommended by the Board.”

Article 121 provides that “Subject to the provisions of Section 123 of the Act, the Board may from time to time
pay to the Shareholders such interim dividends as appear to it to be justified by the profits of the Company.”

Article 129 provides that “Unpaid or unclaimed dividends:

(1) If the Company has declared a dividend but which has not been paid or claimed or the dividend warrant in
respect thereof has not been posted or sent within 30 days from the date of declaration of the dividend, the
Company shall, transfer the total amount of dividend, which remained unpaid or unclaimed within the said period
of 30 days, to a special account to be opened by the Company in that behalf in any scheduled bank, to be called
the “Unpaid Dividend Account” as per the applicable provisions of the Act.

(2) Any money so transferred to the Unpaid Dividend Account of the Company which remains unpaid or
unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the
fund known as “Investors Education and Protection Fund” constituted pursuant to the Act, or such other Fund as
may be required under the Act.

(3) No unpaid or unclaimed dividend shall be forfeited by the Board before the claim becomes barred by law.”

Winding up

Article 132 provides that “The Company may be wound up in accordance with the Act and the Insolvency and
Bankruptcy Code, 2016 (to the extent applicable).”

Article 133 provides that “Subject to the provisions of Chapter XX of the Act and rules made thereunder:

(a) If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the Company
and any other sanction required by the Act, divide amongst the Shareholders, in specie or kind, the whole or any
part of the assets of the Company, whether they shall consist of property of the same kind or not.

(b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided
as aforesaid and may determine how such division shall be carried out as between the Shareholders or different
classes of Shareholders.

(c) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the contributories if he considers necessary, but so that no Shareholder shall be compelled to
accept any Shares or other securities whereon there is any liability.”

621
PART B OF THE ARTICLES OF ASSOCIATION
Part B of the Articles of Association provide for, among other things, the rights of certain shareholders pursuant

to the Shareholders’ Agreement. For more details on the Shareholders’ Agreement, see “History and Certain
Corporate Matters — Shareholders’ agreement” on page 250.

622
SECTION IX: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts which have been entered into by our Company (not being
contracts entered into in the ordinary course of business carried on by our Company and includes contracts entered
into until the date of the Red Herring Prospectus and this Prospectus) which are or were deemed material, were
attached to the copy of the Red Herring Prospectus which was delivered to the RoC for filing and were also made
available at the following weblink: https://www.delhivery.com/investor-relations/material-contracts/. Copies of
the above mentioned contracts and also the documents for inspection referred to hereunder, were made available
for inspection at the Corporate Office between 10 a.m. and 5 p.m. on all Working Days from the date of the Red
Herring Prospectus until the Bid/Offer Closing Date (except for such agreements executed after the Bid/Offer
Closing Date).

Material Contracts for the Offer

1. Offer Agreement dated November 1, 2021 amongst our Company, the Selling Shareholders and the
BRLMs.
2: Registrar Agreement dated October 23, 2021 amongst our Company, the Selling Shareholders and the

Registrar to the Offer.

3. Cash Escrow and Sponsor Bank Agreement dated April 30, 2022 amongst our Company, the Selling
Shareholders, the Registrar to the Offer, the BRLMs and the Banker(s) to the Offer.

4. Share Escrow Agreement dated April 29, 2022 amongst the Selling Shareholders, our Company and the
Share Escrow Agent.

5. Syndicate Agreement dated April 29, 2022 amongst our Company, the Selling Shareholders, the BRLMs,
the Registrar to the Offer and the Syndicate Member.

6. Underwriting Agreement dated May 14, 2022 amongst our Company, the Selling Shareholders, the
BRLMs, the Registrar to the Offer and the Syndicate Member.

Fs Monitoring Agency Agreement dated April 30, 2022 between our Company and the Monitoring Agency.

Material Documents

1. Certified copies of our Memorandum and Articles of Association of our Company, as amended until
date.
2: Certified copies of the certificates of incorporation dated June 22, 2011 and December 8, 2015, and the

fresh certificate of incorporation dated October 12, 2021 consequent to conversion into a public limited
company, respectively.

3. Resolution of our Board dated October 13, 2021 authorising the Offer and other related matters.

4, Shareholders’ resolution dated October 15, 2021 in relation to the Fresh Issue and other related matters.
5. Resolution of our Board dated November 1, 2021 approving the Draft Red Herring Prospectus.

6. Resolution of our Board dated April 30, 2022 approving the Red Herring Prospectus.

7. Resolution of our Board dated May 14, 2022 approving this Prospectus.

8. Resolution of the board of directors of CA Swift Investments dated October 20, 2021 consenting to

participate in the Offer for Sale; resolution of the board of directors of Deli CMF Pte. Ltd. dated October
19, 2021 consenting to participate in the Offer for Sale; resolution of the board of directors of SVF
Doorbell (Cayman) Ltd dated September 22, 2021 consenting to participate in the Offer for Sale; and
resolution of the board of directors of Times Internet Limited dated September 15, 2021 consenting to
participate in the Offer for Sale.

623
10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

Consent letters dated April 20, 2022, April 18, 2022, April 19, 2022, April 20, 2022, April 20, 2022,
January 20, 2022 and January 20, 2022 provided by CA Swift Investments, Deli CMF Pte. Ltd., SVF
Doorbell (Cayman) Ltd, Times Internet Limited, Kapil Bharati, Mohit Tandon and Suraj Saharan,
respectively, consenting to participate in the Offer for Sale.

The examination report dated March 25, 2022 of the Statutory Auditors, on our Restated Financial
Statements.

The report dated March 25, 2022 of the Statutory Auditors, on our Proforma Financial Statements.

The report dated November 1, 2021 on the ‘Statement of special tax benefits available to the Company
and its shareholders under the applicable laws in India’ from the Statutory Auditors.

The report dated January 20, 2022 on the Statement of special tax benefits available to our Material
Subsidiary, Spoton Logistics Private Limited and its shareholders, from B.B. & Associates, Chartered
Accountants.

Consent letters of bankers to our Company, the BRLMs, Registrar to the Offer, legal counsel to our
Company as to Indian law, international legal counsel to our Company, legal counsel to the BRLMs as
to Indian law, international legal counsel to the BRLMs, legal counsel to the Investor Selling
Shareholders as to Indian law, legal counsel to the Individual Selling Shareholders as to Indian law,
Directors, Company Secretary and Compliance Officer, RedSeer, independent chartered accountant,
Banker to the Offer, and Syndicate Member, to act in their respective capacities.

Written consent letter dated May 14, 2022 from S.R. Batliboi & Associates LLP, Chartered Accountants,
to include their name as required under section 26(1) 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 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination
report, dated March 25, 2022 on our Restated Financial Statements; and (ii) their report dated November
1, 2021 on the statement of special tax benefits available to the Company and its shareholders under the
applicable laws in India 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.

Consent letter dated May 14, 2022, provided by B S R & Associates LLP, Chartered Accountants, to
include their name in this Prospectus, as required under Section 26(1) of the Companies Act as “expert”,
as defined under section 2(38) of the Companies Act, in respect of their audit report dated October 31,
2021 for the financial year ended March 31, 2021 in relation to the Special Purpose Consolidated
Financial Statements of Spoton.

Consent Letter dated April 30, 2022 provided by B.B. & Associates to include their name in this Red
Herring Prospectus, as required under Section 26(1) of the Companies Act as “expert”, as defined under
Section 2(38), in respect of their statement of special tax benefits dated January 20, 2022 with respect to
the Material Subsidiary, Spoton Logistics Private Limited and its shareholders, included in this
Prospectus, and such consent has not been withdrawn as of the date of this Prospectus.

Amended and Restated Shareholders’ Agreement dated August 9, 2021 executed among our Company,
SVF Doorbell (Cayman) Ltd, CA Swift Investments, Internet Fund III Pte. Ltd., Nexus Ventures III, Ltd.,
Nexus Opportunity Fund Ltd., Times Internet Limited, Canada Pension Plan Investment Board, FedEx
Express Transportation and Supply Chain Services (India) Private Limited, Sahil Barua, Suraj Saharan,
Kapil Bharati, Bhavesh Kishor Manglani, Mohit Tandon, Abhishek Goyal, Ajith Pai Mangalore, Dinesh
Advani, Sandeep Kumar Barasia, Sushant Kashyap and Vikas Kapoor.

Amendment Agreement dated October 26, 2021, to the Shareholders’ Agreement dated August 9, 2021,
entered into by and amongst our Company, SVF Doorbell (Cayman) Ltd, CA Swift Investments, Internet
Fund III Pte. Ltd., Nexus Ventures III, Ltd., Nexus Opportunity Fund Ltd., Times Internet Limited, Canada
Pension Plan Investment Board, FedEx Express Transportation and Supply Chain Services (India) Private
Limited, Sahil Barua, Suraj Saharan, Kapil Bharati, Bhavesh Kishor Manglani, Mohit Tandon, Abhishek
Goyal, Ajith Pai Mangalore, Dinesh Advani, Sandeep Kumar Barasia, Sushant Kashyap and Vikas Kapoor.

Waiver Letter dated October 26, 2021, to the Shareholders’ Agreement dated August 9, 2021, entered into
by and amongst our Company, SVF Doorbell (Cayman) Ltd, CA Swift Investments, Internet Fund III Pte.

624
21.

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

Ltd., Nexus Ventures III, Ltd., Nexus Opportunity Fund Ltd., Times Internet Limited, Canada Pension Plan
Investment Board, FedEx Express Transportation and Supply Chain Services (India) Private Limited, Sahil
Barua, Suraj Saharan, Kapil Bharati, Bhavesh Kishor Manglani, Mohit Tandon, Abhishek Goyal, Ajith Pai
Mangalore, Dinesh Advani, Sandeep Kumar Barasia, Sushant Kashyap and Vikas Kapoor.

Asset Purchase Agreement dated July 15, 2021 among our Company, FedEx Express Transportation and
Supply Chain Services (India) Private Limited and TNT India Private Limited.

Asset Purchase Agreement dated February 27, 2019 between our Company and Aramex India Private
Limited.

Business Transfer Agreement dated January 16, 2020 among our Company, Orion Supply Chain Private
Limited, Anurag Garg, Puneet Bagla, Saurabh and Roadpiper Technologies Private Limited.

Asset Transfer Agreement dated February 20, 2021 among our Company, Delhivery USA LLC,
Mohammed Ali, Vivek Subramanian and Primaseller Inc.

Asset Transfer Agreement dated November 17, 2021 executed among Transition Robotics, Inc.,
Delhivery Robotics LLC, Pranay Sinha, Jeffrey Gibboney and Christopher Forrette.

Domain Name Assignment Agreement dated November 19, 2021 entered into between Transition
Robotics, Inc. and Delhivery Robotics LLC.

Assignment of Patent Rights dated November 26, 2021 entered into between Transition Robotics, Inc.
and Delhivery Robotics LLC.

Assignment of Trademark Rights dated November 11, 2021 entered into between Transition Robotics,
Inc. and Delhivery Robotics LLC.

Business Co-operation Agreement dated December 31, 2021 entered into between our Company and
Falcon Autotech Private Limited.

Share Purchase Agreement dated December 31, 2021 entered into among our Company, Falcon Autotech
Private Limited, Tuhinanshu, Dheeraj Verma, Manuj Bansal, Surbhi Jain, and Naman Jain (collectively,
the “Sellers”); Share Subscription Agreement dated December 31, 2021 entered into among our
Company, Falcon and the Sellers.

Shareholders’ Agreement dated December 31, 2021 entered into among our Company, Falcon Autotech
Private Limited, Tuhinanshu, Dheeraj Verma, Manuj Bansal, Surbhi Jain and Naman Jain.

Share Purchase Agreement dated July 29, 2021 executed among our Company, Spoton Logistics Private
Limited, Samara Alternative Investment Fund, Samara Capital Partners Fund II Limited Virginia Tech
Foundation Inc., Xponentia Opportunities Fund-I and Xponentia Fund Partners LLP.

Pick-up, Delivery and Sales Agent Agreement dated July 15, 2021 executed by our Company and FedEx
Express Transportation and Supply Chain Services (India) Private Limited.

Copies of annual reports for the preceding three Financial Years, i.e., Financial Years 2021, 2020 and
2019.

Industry Report titled ‘Logistics Market in India’ dated April 21, 2022 issued by RedSeer, appointed by
our Company pursuant to an engagement letter dated June 8, 2021 and commissioned and paid for by
our Company.

Due diligence certificate dated November 1, 2021 addressed to SEBI from the BRLMs.

In-principle listing approvals dated November 22, 2021 and December 9, 2021, issued by BSE and NSE,
respectively.

SEBI interim observations letter dated November 23, 2021 bearing reference number
SEBI/HO/CFD/DIL-1/P/OW/2021/33674/1.

SEBI final observations letter dated January 13, 2022, bearing reference number

625
SEBI/HO/CFD/DIL1/P/OW/2022/1886/1.

40. Tripartite agreement dated October 13, 2021 amongst our Company, NSDL and the Registrar to the
Offer.

41. Tripartite agreement dated October 19, 2021 amongst our Company, CDSL and the Registrar to the
Offer.

Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without notice to the shareholders,
subject to compliance with provisions contained in the Companies Act and other relevant laws.

626
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Deepak Kapoor
Chairman and Non-Executive Independent Director

Date: May 14, 2022

Place: Delhi

627
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. | further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Sahil Barua
Managing Director and Chief Executive Officer

Date: May 14, 2022

Place: Panjim, Goa

628
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. | further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Sandeep Kumar Barasia
Executive Director and Chief Business Officer

Date: May 14, 2022

Place: Delhi

629
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. | further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Kapil Bharati
Executive Director and Chief Technology Officer

Date: May 14, 2022

Place: Delhi

630
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. | further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Donald Francis Colleran
Non-Executive Nominee Director

Date: May 14, 2022

Place: New York, NY, USA

631
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. | further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Suvir Suren Sujan
Non-Executive Nominee Director

Date: May 14, 2022

Place: Mumbai

632
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. | further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Munish Ravinder Varma
Non-Executive Nominee Director

Date: May 14, 2022

Place: London, UK

633
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. | further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Kalpana Jaisingh Morparia
Non-Executive Independent Director

Date: May 14, 2022

Place: Mumbai

634
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. | further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Romesh Sobti
Non-Executive Independent Director

Date: May 14, 2022

Place: Delhi

635
DECLARATION

I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Saugata Gupta
Non-Executive Independent Director

Date: May 14, 2022

Place: Rishikesh, Uttarakhand

636
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

Srivatsan Rajan
Non-Executive Independent Director

Date: May 14, 2022

Place: Northamton, MA, USA.

637
DECLARATION
I hereby declare and certify that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Gol or the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI
Act, 1992, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SEBI Act, 1992 or the rules made or guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements in this Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

Amit Agarwal
Chief Financial Officer

Date: May 14, 2022

Place: Mumbai

638
DECLARATION BY CA SWIFT INVESTMENTS,

CA Swift Investments, hereby confirms that all statements and undertakings made or confirmed by it in this
Prospectus about or in relation to itself as an Investor Selling Shareholder and the Equity Shares offered by it
through the Offer for Sale, are true and correct. CA Swift Investments assumes no responsibility for any other
statements, including, any of the statements made by or relating to the Company or any other Selling Shareholder
or any other person(s) in this Prospectus.

FOR AND ON BEHALF OF CA SWIFT INVESTMENTS

Name: Adiilah Ibrahim-Balladin
Designation: Director
Date: May 14, 2022

Place: Ebene, Mauritius

639
DECLARATION BY DELI CMF PTE. LTD.

Deli CMF Pte. Ltd., hereby confirms that all statements and undertakings made or confirmed by it in this
Prospectus about or in relation to itself as an Investor Selling Shareholder and the Equity Shares offered by it
through the Offer for Sale, are true and correct. Deli CMF Pte. Ltd. assumes no responsibility for any other
statements, including, any of the statements made by or relating to the Company or any other Selling Shareholder
or any other person(s) in this Prospectus.

FOR AND ON BEHALF OF DELI CMF PTE. LTD.

Name: Jun Hou
Designation: Director
Date: May 14, 2022

Place: Pleasanton, California, USA

640
DECLARATION BY SVF DOORBELL (CAYMAN) LTD

SVF Doorbell (Cayman) Ltd, hereby confirms that all statements and undertakings made or confirmed by it in
this Prospectus about or in relation to itself as an Investor Selling Shareholder and the Equity Shares offered by it
through the Offer for Sale, are true and correct. SVF Doorbell (Cayman) Ltd assumes no responsibility for any
other statements, including, any of the statements made by or relating to the Company or any other Selling
Shareholder or any other person(s) in this Prospectus.

FOR AND ON BEHALF OF SVF DOORBELL (CAYMAN) LTD

Name: Karen Ellerbe
Designation: Director
Date: May 14, 2022

Place: Cayman Islands

641
DECLARATION BY TIMES INTERNET LIMITED

Times Internet Limited, hereby confirms that all statements and undertakings made or confirmed by it in this
Prospectus about or in relation to itself as an Investor Selling Shareholder and the Equity Shares offered by it
through the Offer for Sale, are true and correct. Times Internet Limited assumes no responsibility for any other
statements, including, any of the statements made by or relating to the Company or any other Selling Shareholder
or any other person(s) in this Prospectus.

FOR AND ON BEHALF OF TIMES INTERNET LIMITED

Name: Sahil Vohra
Designation: Vice President & General Counsel
Date: May 14, 2022

Place: Gurugram

642
DECLARATION BY KAPIL BHARATI

I, Kapil Bharati, hereby confirm that all statements and undertakings specifically made or confirmed by me in this
Prospectus in relation to myself as an Individual Selling Shareholder and the Equity Shares offered by me through
the Offer for Sale, are true and correct. | assume no responsibility for any other statements, including, any of the
statements made by or relating to the Company or any other Selling Shareholder or any other person(s) in this
Prospectus.

Name: Kapil Bharati
Date: May 14, 2022

Place: Delhi

643
DECLARATION BY MOHIT TANDON

I, Mohit Tandon, hereby confirm that all statements and undertakings specifically made or confirmed by me in
this Prospectus in relation to myself as an Individual Selling Shareholder and the Equity Shares offered by me
through the Offer for Sale, are true and correct. I assume no responsibility for any other statements, including, any
of the statements made by or relating to the Company or any other Selling Shareholder or any other person(s) in
this Prospectus.

Name: Mohit Tandon
Date: May 14, 2022

Place: Gurugram

644
DECLARATION BY SURAJ SAHARAN

I, Suraj Saharan, hereby confirm that all statements and undertakings specifically made or confirmed by me in
this Prospectus in relation to myself as an Individual Selling Shareholder and the Equity Shares offered by me
through the Offer for Sale, are true and correct. I assume no responsibility for any other statements, including, any
of the statements made by or relating to the Company or any other Selling Shareholder or any other person(s) in
this Prospectus.

Name: Suraj Saharan
Date: May 14, 2022

Place: Gurugram

645
ANNEXURE A - US RESALE LETTER

[on the letterhead of an investor who is a U.S. Person or a person in the United States; to be executed after resale
of the Equity Shares outside the United States which was not consummated on the BSE or the NSE; to be delivered
to the Company prior to the settlement of any sale or other transfer of Shares]

Delhivery Limited
Plot 5, Sector 44,
Gurugram 122002
Haryana, India

Ladies and Gentlemen:

This letter (“Resale Letter”) relates to the sale or other transfer by us of equity shares (the “Shares”) of the
Company, which is required to be in an “offshore transaction” pursuant to Regulation S (“Regulation S”) under
the Securities Act of 1933, as amended (the “U.S. Securities Act”). Terms used in this Resale Letter are used as
defined in Regulation S, except as otherwise stated herein.

We hereby represent and warrant to you as follows:

(a) We previously purchased the Shares for our own account (or for one or more beneficial owners for which
we have acted as fiduciary or agent, with complete investment discretion and with authority to bind each
such person), as both a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities
Act) and a “qualified purchaser” (as defined in Section 2(a)(51) and related rules of the Investment
Company Act of 1940, as amended, and the rules thereunder (the “U.S. Investment Company Act”).
We understand that the Shares have not been and will not be registered under the US Securities Act and
that the Company has not registered and will not register as an investment company under the U.S.
Investment Company Act).

(b) The offer and sale of the Shares by us was not made to a person in the United States or to a U.S. Person
(as defined in Regulation S).

(co) Either:
@) at the time the buy order for the sale of the Shares by us was originated, the buyer was outside

the United States or we and any person acting on our behalf reasonably believed that the buyer
was outside the United States; or

(ii) the transfer of the Shares by us was executed in, on or through the facilities of the [e] Stock
Exchange or the [@] Stock Exchange, and neither we nor any person acting on our behalf has
reason to believe that the transaction was pre-arranged with a buyer in the United States.

(d) Neither we, nor any of our affiliates, nor any person acting on our or their behalf, has made any directed
selling efforts (as such term is defined in Regulation S) in the United States with respect to the Equity
Shares.

(e) The transfer of the Equity Shares by us was not and is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act or the U.S. Investment Company Act.

(f) None of the Company, any of its agents nor any of their respective affiliates participated in the sale of
the Equity Shares by us.

(g) We agree that the Company, its agents and their respective affiliates may rely upon the truth and accuracy

of the foregoing acknowledgments, representations and agreements.

Where there are joint transferors, each must sign this US Resale Letter. A US Resale Letter of a corporation must
be signed by an authorized officer or be completed otherwise in accordance with such corporation's constitution
(and evidence of such authority may be required).

Yours sincerely,

(Name of Transferor)
By:

Title:

Date:
