SUBSCRIPTION AGREEMENT

BUNDL TECHNOLOGIES PRIVATE LIMITED

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 TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION ................................................................................................... 4

2. ISSUE OF INVESTOR SECURITIES ........................................................................................................... 4

3. CONDITIONS PRECEDENT ........................................................................................................................ 5

4. CLOSING EVENTS AND POST CLOSING COMPLIANCES ................................................................... 6

5. REPRESENTATIONS, WARRANTIES AND INDEMNITIES ................................................................... 7

6. COVENANTS .............................................................................................................................................. 10

7. TERMINATION .......................................................................................................................................... 12

8. MISCELLANEOUS ..................................................................................................................................... 14

SCHEDULE 1: DETAILS OF PARTIES ............................................................................................................ 18

SCHEDULE 2: DEFINITIONS (CLAUSE 1.1) .................................................................................................. 20

SCHEDULE 3: RULES OF INTERPRETATION (CLAUSE 1.2) ...................................................................... 28

SCHEDULE 4: CAPITALIZATION OF THE COMPANY ................................................................................ 29

SCHEDULE 5: CONDUCT BEFORE CLOSING ............................................................................................... 34

SCHEDULE 6: CONDITIONS PRECEDENT TO CLOSING............................................................................ 36

SCHEDULE 7: CONDITIONS SUBSEQUENT ................................................................................................. 39

SCHEDULE 8: WARRANTIES .......................................................................................................................... 42

SCHEDULE 9: LIMITATION ON LIABILITY ................................................................................................. 72

ANNEXURE A: DISCLOSURE SCHEDULE .................................................................................................... 82

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 SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (“Agreement”) is entered into as of this 11th day of February, 2020 by
and amongst:

(1) THE PERSONS LISTED IN PART A OF SCHEDULE 1, (hereinafter collectively referred to as the
“Investors” and individually as an “Investor”, which expression shall, unless it be repugnant to the
context or meaning thereof, be deemed to mean and include their successors and permitted assigns).
Brief particulars about each Investor are set forth in Part A of Schedule 1;

AND

(2) BUNDL TECHNOLOGIES PRIVATE LIMITED, a company incorporated under the Companies
Act, 1956 and having its registered office at No.55 Sy No.8-14, Ground Floor, I&J Block, Embassy
Tech Village, Outer Ring Road, Devarbisanahalli Bangalore Karnataka 560103 (hereinafter referred to
as the “Company”, which expression shall unless it be repugnant to the context or meaning thereof, be
deemed to mean and include its successors and permitted assigns). Brief particulars about the Company
are set forth in Part B of SCHEDULE 1;

AND

(3) THE PERSONS whose names, addresses and other particulars are set out in Part C of SCHEDULE
1 (each a “Founder” and collectively the “Founders” hereinafter, which expression shall unless it be
repugnant to the context or meaning thereof, be deemed to mean and include their respective heirs,
successors, administrators and permitted assigns).

The Investors, the Company and the Founders shall collectively be referred to as the “Parties” and individually
as “Party” wherever the context so permits.

RECITALS:

A. The Founders are the promoters of the Company and the Company is involved in the business of, inter
alia, (i) operating an online marketplace, through its website and application for mobile and handheld
devices, that enables transactions between participant restaurants/merchants and customers, and also
enabling delivery and other allied services, (ii) running the Swiggy Kitchen, (iii) undertaking business-
to-business transactions relating to food and beverage items and packaging materials (“Business”).

B. The Founders and the Company have requested the Investors to invest in the capital of the Company,
and in reliance upon the Warranties and indemnities made by the Company, the Investors are desirous
of investing in the Company’s capital and subscribing to the Investor Securities. Accordingly, the
respective Investor Securities will be issued to the Investors in accordance with the process laid down
under Section 42 and Section 62 (1) (c) of the Act and this Agreement, on the Closing Date.

C. The Parties are entering into this Agreement to record the terms of subscription on which the Investors
will subscribe to the Investor Securities.

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FOR GOOD AND VALUABLE CONSIDERATION THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. Defined Terms. As used in this Agreement, the terms and expressions when used with the first letter
capitalized as set out in SCHEDULE 2 shall, unless the context otherwise requires, have the meanings
assigned to them in the said Schedule. All capitalized items not defined in the said Schedule shall have
the meanings assigned to them in the other parts of this Agreement when defined for use in bold letters
enclosed within quotes (“”).

1.2. Interpretation. The rules of interpretation set out in SCHEDULE 3 shall apply to this Agreement
unless the context requires otherwise or as is expressly specified otherwise.

2. ISSUE OF INVESTOR SECURITIES

2.1. Subscription. Subject to (a) the terms and conditions of this Agreement, (b) fulfilment of the
Conditions Precedent to the satisfaction or waiver (in accordance with Clause 3.2) of each of the
Investors proceeding with the Closing, and (c) in reliance upon the Warranties set out in SCHEDULE
8 as of the Execution Date and as of the Closing Date, each of the Investors, severally and not jointly,
has agreed to invest its allocation of the Subscription Amount to subscribe to its allocation of the
Investor Securities, in each case, as set out in Part A of SCHEDULE 4. Upon receipt of the
Subscription Amount by the Company from each of the Investors proceeding with the Closing, the
issue and allotment of Investor Securities by the Company to such Investors shall take place on the
Closing Date. The issued and paid up capital of the Company on a Fully Diluted Basis as on the
Execution Date and upon Closing, assuming complete subscription of the Investor Securities by each
of the Investors, shall be as set out in Part B of SCHEDULE 4 and Part C of SCHEDULE 4
respectively.

2.2. Closing. Upon the fulfilment of the Conditions Precedent in accordance with Clause 3.1, the Company
shall Notify each Investor proceeding with the Closing that all the Conditions Precedent have been duly
satisfied (“CP Confirmation”). The Company shall also deliver to such Investor a certificate signed
by each of the Founders certifying that the Conditions Precedent have been satisfied. Unless otherwise
agreed to by the Parties and subject to each Investor who has received the CP Confirmation verifying
the fulfilment of the Conditions Precedent to its sole satisfaction, the actions listed in Clause 4
(“Closing”) shall occur on the 10th (tenth) Business Day following receipt of the CP Confirmation
(“Closing Date”).

2.3. Form and Payment of the Subscription Amount. The Subscription Amount shall be payable by wire
transfer to the bank account of the Company, as detailed in Part B of SCHEDULE 1. The Parties agree
that the remittance of each Investor’s portion of the Subscription Amount in the manner set out in this
Agreement shall constitute full and final payment by such Investor for such Investor’s portion of the
Investor Securities and shall entitle such Investor to fully paid-up Investor Securities free of all
Encumbrances. If any Investor transfers an amount in excess of its portion of the Subscription Amount,
the Company shall refund the excess to the relevant Investor by no later than 5 (five) Business Days
following Closing (or, if earlier, the date of termination of this Agreement).

2.4. Waiver of Rights. Each of the Founders hereby agree to the allotment and issue of the Investor
Securities to each of the Investors on the terms and conditions set out in the Transaction Documents
and waive any and all pre-emptive rights and other rights (including the right to have pari passu rights

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 like that of the Investors) that each of them may have with respect to the same, whether conferred by
the Articles, by contract or otherwise.

2.5. Issue of Investor Securities. The Company shall issue the Investor Securities in accordance with
Section 42, read with Section 62 (1) (c) of the Act, read with the rules notified thereunder. The
Company shall take all necessary actions, including requisite filings, for the issuance of Investor
Securities in this manner, to each of the Investors.

2.6. Refund of Subscription Amount. It is hereby clarified that the Investor Securities shall be issued by
the Company only upon the Company receiving the full Subscription Amount from each of the
Investors prior to the Long Stop Date. In the event any one or more (but not all) of the Investors have
not remitted its/their portion of the Subscription Amount prior to the Long Stop Date, the remaining
Investor(s) shall have the right, but not the obligation, to proceed, and to compel the Company to
proceed, to Closing with respect to its/their portion of the Investor Securities, and the Company shall,
subject to receipt of the Subscription Amounts from the remaining Investors, be obliged to discharge
its obligations at Closing with respect to each such Investor(s) within a period of 2 (two) Business Days
of such Investor(s) having notified the Company of their willingness to proceed with the Closing.
Notwithstanding anything contained herein, in the event an Investor that has remitted its portion of the
Subscription Amount but chooses to not proceed to Closing with respect to its portion of the Investor
Securities as a result of breach by the Company or Founders of their obligations hereunder, or as a
result of the inability to proceed with Closing if it is against Applicable Law, or as a result of any one
or more of the other Investors choosing not to, or failing to, proceed to Closing, the Company shall be
required to refund such Subscription Amount to the relevant Investor within 60 (sixty) days from the
date of receipt of such portion(s) of the Subscription Amount from such Investor(s) or such timeline as
prescribed under Applicable Laws, whichever is earlier.

3. CONDITIONS PRECEDENT

3.1. Conditions Precedent to Closing. The obligation of each of the Investors to subscribe to their
respective portions of the Investor Securities in the manner provided in this Agreement, is subject to
the fulfilment of the Conditions Precedent by the Founders and the Company, to the satisfaction or
waiver of such Investor in accordance with Clause 3.2.

3.2. Waiver of Conditions. Notwithstanding anything contained elsewhere in this Agreement, any Investor
shall have the right, at its sole discretion, to waive any of the Conditions Precedent, which waiver shall
not be binding on the other Investors, by Notification to the Company. The Investors may also
individually, and in respect of themselves only, in lieu of performance of any of the Conditions
Precedent to Closing, require that such of the Conditions Precedent be treated as Conditions Subsequent
and are performed within such period after Closing as they may direct.

3.3. Long-Stop Date. Subject to Clause 3.2, the Company and the Founders shall use best endeavours to
ensure that all the Conditions Precedent are completed to the satisfaction of each of the Investors, and
no later than 10 (ten) Business Days prior to the Long Stop Date. Closing shall occur on or before the
end of 30 (thirty) days from the Execution Date or such extended period as the Investors and the
Company may mutually agree (“Long Stop Date”), failing which, this Agreement may be terminated
by any of the Investors with respect to itself, as provided in Clause 7.1.

3.4. Upon termination of this Agreement by all of the Investors prior to the Closing Date or the Long Stop
Date for any reason whatsoever, including for reasons stated under Clause 7, the Investors, the

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 Company, and the Founders shall be relieved and discharged from all liabilities hereunder other than
in respect of Clause 6.11 (Confidentiality), Clause 8.1 (Governing Law and Jurisdiction), Clause 8.3
(Notices), Clause 8.6 (Dispute Resolution) and Clause 8.10 (Expenses), which shall survive termination
of this Agreement. It is further clarified that until such time that the Investors exercise their right to
terminate the Agreement after the Long Stop Date, the Company and the Founders shall continue to
make best efforts to ensure all the Conditions Precedent are completed to the satisfaction of each of the
Investors.

4. CLOSING EVENTS AND POST CLOSING COMPLIANCES

4.1. Closing Board Actions. On the Closing Date, the Investors shall commence wires for the remittance
of their respective portions of the Subscription Amount to the designated bank account of the Company,
and simultaneously upon receipt of the Subscription Amount into the designated bank account of the
Company, the Company shall, in a meeting of the Board approve:

4.1.1. making of necessary entries in the Company’s register of members, reflecting Naspers as the
holder of the Naspers Securities and deliver to Naspers a true extract, duly certified by a
Director, of the updated register of members reflecting the issue and allotment of the Naspers
Securities to Naspers;

4.1.2. make necessary entries in the Company’s register of members, reflecting Wellington as the
holder of the Wellington Securities and deliver to Wellington a true extract, duly certified
by a Director, of the updated register of members reflecting the issue and allotment of the
Wellington Securities to Wellington; and

4.1.3. make necessary entries in the Company’s register of members, reflecting MTDP as the
holder of the MTDP Securities and deliver to MTDP a true extract, duly certified by a
Director, of the updated register of members reflecting the issue and allotment of the MTDP
Securities to MTDP;

4.1.4. issuance of a duly stamped and executed share certificate evidencing the issue and allotment
of the Naspers Securities to Naspers;

4.1.5. issuance of a duly stamped and executed share certificate evidencing the issue and allotment
of the Wellington Securities to Wellington;

4.1.6. issuance of a duly stamped and executed share certificate evidencing the issue and allotment
of the MTDP Securities to MTDP; and

4.1.7. the adoption of the Restated Articles, subject to the approval of the Shareholders.

4.2. Shareholders’ Actions. On the Closing Date, the Company shall, in a meeting of its Shareholders
(which may be convened at shorter Notice), approve and adopt the Restated Articles.

4.3. On the Closing Date:

4.3.1. the Company and each of the Founders shall deliver to each of the Investors, a certificate
executed by the Company and each of the Founders dated as of the Closing Date, certifying
that:

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 (a) there has been no Material Adverse Effect on the Company’s business as on the
Closing Date;

(b) the Warranties are true and complete in all respects as on the Closing Date; and

(c) the Company has conducted the Business in the Ordinary Course of Business and has
complied with the obligations imposed under Clause 6.3 and SCHEDULE 5 of this
Agreement from the Execution Date until the Closing Date.

4.3.2. the Company shall:

(a) update its register of members reflecting Naspers as the holder of the Naspers
Securities, Wellington as the holder of the Wellington Securities, and MTDP as the
holder of the MTDP Securities, and deliver to Naspers, Wellington and MTDP, true
extracts, duly certified by a Director, of the updated register of members reflecting
the issue and allotment of the Naspers Securities to Naspers, Wellington Securities to
Wellington, and MTDP Securities to MTDP; and

(b) issue duly stamped and executed share certificates evidencing the issue and allotment
of Naspers Securities to Naspers, Wellington Securities to Wellington, and MTDP
Securities to MTDP, and deliver such share certificates to Naspers, Wellington and
MTDP, respectively.

4.3.3. The Investors shall provide the Company with all necessary documents and information
required under the applicable rules and regulations issued by the RBI (including but not
limited to customary know your customer documents) in connection with issuance and
allotment of Investor Securities.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITIES

5.1. Warranties of the Company and the Founders. As a material inducement to the Investors to invest
the Subscription Amount into the Company, the Company and the Founders jointly and severally
warrant to the Investors that, except as set forth in the Disclosure Schedule, the Warranties are all true
and correct in every respect as of the Execution Date, and further represent that they shall be true and
correct on and as of the Closing Date.

5.2. The Parties agree and acknowledge that each of the Warranties shall be separate and independent and
shall be limited only by the specific disclosures set out in ANNEXURE A in reference to the relevant
Warranty in SCHEDULE 8. It is clarified that the disclosures, exceptions and qualifications set out in
Annexure A shall be effective not only against the Warranty that has been specifically referenced to
thereunder, but will also be interpreted or deemed to be disclosure with respect to any other Warranty
to the extent that such disclosure/exception/qualification corresponds to the subject matter of the
Warranty so long as such correspondence is reasonably apparent on its face. Subject to the specific
disclosures under ANNEXURE A, the Parties further agree that the Investors shall have the right to
make a Claim for breach of any Warranty whether or not the Investors, prior to execution, have or could
have discovered (whether by any investigation made by them or on their behalf into the affairs of the
Company or otherwise) that any Warranty has not been complied with or carried out, or is otherwise
untrue or misleading.

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5.3. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that for the
purposes of the Transaction Documents and the transactions contemplated in this Agreement, there
shall be no presumption of knowledge imputed to the Investors and the Investors shall be entitled to
completely rely on the Warranties, subject to the specific disclosures, exceptions and qualifications set
out in ANNEXURE A, of the Company and the Founders.

5.4. Warranties of the Investors. Each of Naspers, Wellington and MTDP represents and warrants to the
Company severally in respect of itself that as of the Execution Date, it has obtained the requisite
approvals necessary to subscribe to its portion of the Investor Securities. Further, each of the Investors,
severally and not jointly, warrant to the Company that as of the Execution Date:

5.4.1. it has the power and authority to execute and deliver this Agreement, to consummate the
transactions contemplated hereby and thereby and to perform its obligations under this
Agreement, and any other agreements contemplated hereby and thereby;

5.4.2. the execution, delivery and performance by it of this Agreement and the consummation by
it of the transactions contemplated hereby have been duly authorized by all necessary
corporate actions by it and shall constitute a valid and legally binding obligation, enforceable
against it in accordance with the terms hereof;

5.4.3. it is not insolvent within the meaning of Applicable Law or unable to pay its debts under the
insolvency laws of any applicable jurisdiction and has not stopped paying its debts as they
fall due;

5.4.4. no administrator or any receiver or manager has been appointed by any Person in respect of
any Investor nor any of its assets and no steps have been taken to initiate any such
appointment and no voluntary arrangement has been proposed;

5.4.5. it has obtained approval from its investment committee (if any) to subscribe to its respective
portion of the Investor Securities; and

5.4.6. it has immediately available (subject to Closing and any currency conversion requirements),
the cash resources required to meet in full its obligations under this Agreement.

5.5. Indemnity by the Company and the Founders.

5.5.1. The Company (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, each
Investor, its Affiliates and all its directors, officers and employees (who are in any manner
associated with the transactions contemplated herein) (each, an “Indemnified Party”) to the
fullest extent permitted by Applicable Law from and against any and all Damages suffered
or incurred by the Indemnified Party directly or indirectly in connection with or arising out
of (i) breach of any Warranty (except as Disclosed), representation, covenant or agreement
by the Company and/or the Founders as contained in this Agreement and/or the Transaction
Documents and/or any diminution in value of the Investor Securities on account of the
aforesaid, or (ii) any and all actions, causes of action and suits arising out of, relating to or
in connection with the operation of the Company prior to the Closing Date (“Pre-Closing
Suits”), pursuant to which the Indemnified Party is named a party, or (iii) any fraud, gross
negligence or wilful misconduct by the Indemnifying Party or (iv) failure on behalf of the
Founders and/or the Company to obtain necessary registrations for the purpose of conduct

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 of business of the Company or its Affiliates, or such other registrations mandated under
Applicable Law (each of the abovementioned an “Indemnity Event”). The Parties
acknowledge that: (a) any Damages whatsoever, incurred or suffered by the Company on
account of an Indemnity Event, provided that for this purpose, the Indemnified Party need
not be named as a party in a Pre-Closing Suit or (b) any reduction in the value of the
Company on account of an Indemnity Event shall be deemed to be the Damages incurred or
suffered by the Investors in proportion to their shareholding at the relevant time for the
purpose of this Clause. To clarify, in case of any Claim for Damages by the Investors, such
claim shall not be consequently considered as a reduction in value for the purpose of this
Clause 5.5. The Founders shall not be entitled to make a Claim against the Company or seek
contribution from the Company in respect of any Claim for indemnification by the
Indemnified Parties under this Agreement. Further, only in the event of Damages suffered
or incurred by the Indemnified Party directly or indirectly in connection with or arising out
of any gross negligence, fraud or wilful misconduct by the Founders, the term “Indemnifying
Party” for the purposes of this Clause 5.5 shall be deemed to refer to each of the Company
and the Founders, jointly and severally.

5.5.2. The rights accorded to an Indemnified Party under this Agreement shall be in addition to any
rights that any Indemnified Party may have at common law, in equity or otherwise; provided,
however, that the Indemnified Party shall not make a Claim for Damages under this Clause
5.5 for any Claim for which it has already been expressly and fully compensated by the
Indemnifying Parties in pursuance of this Clause 5.5 or in common law, equity or otherwise.

5.5.3. The Indemnifying Parties shall do all such acts and deeds as may be necessary to give effect
to the provisions of this Clause 5.5, including obtaining in a timely manner all applicable
consents and governmental approvals.

5.5.4. Specific Indemnity. Notwithstanding anything to the contrary set out herein and anything
specifically Disclosed in the Disclosure Schedule, but without prejudice to the generality of
this section, the Indemnifying Party agrees to defend and hold harmless the Indemnified
Parties from and against all losses, expenses, costs, Damages, liabilities, penalties,
judgments, costs (including legal costs), charges, actions, proceedings, interest, fine and
demands arising on account of:

(a) any liabilities arising out of the engagements with the restaurants that the Company
deals with;

(b) breach, if any, of the provisions of the Food Safety and Standards Act, 2006 and the
rules and regulations framed thereunder;

(c) any incompleteness, inaccuracy or discrepancy in the accounts, books, ledgers, or

financial or other records of the Company, resulting in adverse variations in excess
of 5% (five percent) from any one or more of the items of information Disclosed to
the Investors prior to the Execution Date;

(d) any liability arising in connection with the Foreign Exchange Management Act, 1999
(and the rules and regulations made thereunder) and / or the foreign direct investment
policy issued by the Department of Industrial Policy and Promotion, Ministry of
Commerce, Government of India, including any late submission fees imposed on the
Company with relation to late filing of requisite forms under the Foreign Exchange
Management Act, 1999;

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 (e) any liabilities arising out of (i) any orders of a court/tribunal relating to employees’
provident fund or state insurance contributions/dues, and/or (ii) inadequate or
delayed provident fund or state insurance contributions made by the Company, under
the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 or the
Employees’ State Insurance Act, 1948, respectively, including all interest and taxes
related thereto;

(f) breach, if any, of the FSSAI (Licensing and Registration) Amendment Regulations,
2018; and/or

(g) any liability arising out of any orders of a court/tribunal or Governmental Authority
under the Central Goods and Services Tax Act, 2017, State Goods and Services Tax
Act, 2017, and/or the Integrated Goods and Services Tax Act, 2017 in connection
with any dues or payment of Taxes by the Company.

5.6. Limitation on Liability. Notwithstanding anything contained in this Agreement, the liability of the
Indemnifying Party in respect of Claims pursuant to this Clause 5, save for Claims in connection with
or arising out of any gross negligence, willful misconduct or fraud or breach of Fundamental Warranties
by the Founders or the Company, shall be subject to the limitations set out in SCHEDULE 9. The
Founders shall, subject to the transfer restrictions contained in the Shareholders’ Agreement, have the
right but not the obligation to fulfil their indemnity obligations under this Agreement by disposing of
the Shares held by such Founder(s).

5.7. Indemnity for Investor Directors. Without prejudice to the generality of Clause 5.6, the Company
shall in accordance with Applicable Law indemnify and hold harmless the Directors appointed by the
Investors to the Board pursuant to a management rights letter or otherwise, from and against any
Damages suffered or incurred by or Claim brought or made against such Directors as a result of or
relating to any breach by any of the Indemnifying Parties of Applicable Law.

5.8. Notwithstanding anything contained in Clause 8.13, and subject to Clause 5.6, any compensation or
indemnity to be paid by the respective Indemnifying Parties in terms of this Clause 5, shall be grossed
up for such amount as to place the Indemnified Party in the same position as it would have been if there
had not been any Damages to the Indemnified Party, including compensating the Indemnified Party for
Taxes, if any, borne by such Indemnified Party on payment of such compensation or indemnity.

6. COVENANTS

6.1. Use of Subscription Amount. The Subscription Amount shall be utilized by the Company for working
capital, capital expenditure, and other general corporate purposes in accordance with the Business Plan
as approved by the Investors, unless otherwise agreed by the Investors in writing.

6.2. Company Transactions. During the period between the Execution Date and Closing Date, all the
transactions between the Company and the Founders, and their respective Related Parties shall be
conducted on an arm’s length basis in accordance with Applicable Laws for bona fide commercial
considerations.

6.3. Conduct before Closing. The Company and the Founders agree that the Company shall not, during
the period between the execution of this Agreement and until Closing and without the specific prior
written consent of each of the Investors, take any actions set out in SCHEDULE 5.

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6.4. Warranties. The Founders and the Company undertake to promptly Notify the Investors in writing if
they become aware of any fact, matter or circumstance (whether existing on or before the date of the
Agreement or arising afterwards) which would cause any of the Warranties to become untrue or
inaccurate or misleading in any material respect; or if there has been a Material Adverse Effect or an
event has occurred or threatened that may result in such Material Adverse Effect. The Parties agree that
the disclosures made in respect of the Warranties in ANNEXURE A are complete and final as of the
Execution Date and the Company and the Founders may only provide an updated Disclosure Schedule
as on the Closing Date, as to the disclosures already contained therein and with respect to matters
arising in the first instance after the Execution Date which updated Disclosure Schedule shall be
deemed to replace the Disclosure Schedule provided as of the Execution Date and be incorporated by
reference in ANNEXURE A. Provided however that each Investor may at its discretion accept such
updated Disclosure Letter and the Closing with respect to an Investor will be conditional on such
Investor accepting the updated Disclosure Schedule. The Founders and the Company shall not be
entitled to update the Disclosure Schedule at any time after the Closing Date.

6.5. Support and Co-operation. The Company and the Founders agree to provide the Investors all
necessary support, co-operation and assistance in obtaining regulatory approvals, if any required, in
connection with their investment in the Company.

6.6. Information Rights. On and from the Execution Date until the Closing Date, the Company shall (a)
Notify the Investors of all material decisions relating to the Business and operations of the Company,
if any, (b) provide copies of all management information reports and management accounts, if any, and
(c) provide copies of minutes of all resolutions passed at meetings of the Board or Shareholders of the
Company, if any. The rights enumerated here are in addition to any rights that the Investors may be
entitled to under the Transaction Documents.

6.7. Business Plan. The Company shall, and the Founders shall ensure that the Company shall, duly comply
with the Business Plan.

6.8. Conditions Subsequent. The Company and the Founders shall duly complete and satisfy, to the sole
satisfaction of each of the Investors, all actions set forth in SCHEDULE 7 that are required to be
completed and satisfied by each of them within the time frame identified therein.

6.9. Statutory Auditor. The statutory auditors will be a Big Four Firm, appointed as per the terms of the
Shareholders’ Agreement. The Company shall, and the Founders shall ensure that the Company shall,
continue to have the statutory auditor appointed in accordance with this Clause as their statutory auditor
for so long as the Investors continue to hold Shares (directly or indirectly) in the Company.

6.10. Confidentiality. Each of the Parties shall, and shall ensure, to their best efforts that their respective
employees, directors, successors, assigns and representatives maintain confidentiality, regarding the
contents of this Agreement, information pertaining to the other Parties, and the Business and affairs of
the Company. The Parties shall be permitted to disclose all aspects of this transaction to their investment
bankers, limited partners, unitholders, shareholders, lenders, accountants, legal counsel and bona fide
prospective investors/transferees in so far as it is disclosed in each case only where such Persons are
under appropriate nondisclosure obligations imposed by professional ethics, law or contracts. Nothing
contained herein shall affect the ability of the Parties to make disclosures under Applicable Law. The
Investors may disclose all confidential information about the Company to its Affiliates, limited
partners, unitholders, shareholders, investors, lenders, advisors and any potential purchasers of Shares
or Assets of the Company.

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6.11. Publicity. Any press release or disclosure of the Investors’ investment into the Company and affairs of
the Company whether by the Investors or the Company shall be made only after the Closing Date and
the form and content thereof shall be approved by each of the Investors named therein prior to the
release.

6.12. Foreign Direct Investment Regulation Compliance. Neither the Company nor the Founders shall
cause the Company to do any act that would make the investment by the Investors require any approvals
from Governmental Authorities to maintain the investment, make a further investment or Transfer any
securities of the Company held by the Investors.

6.13. More Favourable Rights. Each of the Company and Founders represents and warrants to the Investors
that as of the date of this Agreement, none of them has entered into any separate agreement or side
letter which continues to remain valid and binding, or has agreed to enter into any separate agreement,
with any other Shareholder or Affiliate of a Shareholder, except for the Transaction Documents and
employment agreements executed in the Ordinary Course of Business. The Company and Founders
agree and covenant to promptly notify (and provide a copy to) the Investors if any of them enter into
any separate agreement or side letter with any other Shareholder or Affiliate of a Shareholder; provided
that without the prior written consent of each Investor, it will not enter into any such separate agreement
that provides any material rights, terms or privileges that are more favourable than or in addition to any
material rights, terms or privileges set forth in the Transaction Documents as of the date hereof.

6.14. Subscription of Additional Series I CCPS. Each of the Company and Founders represents and
warrants to the Investors that as of the date of this Agreement, the Company has not entered into, and
agree and covenant to the Investors that the Company will not enter into, any agreement with any Party
for the subscription or issuance of any Series I CCPS which provide for any rights, preferences, terms
or privileges more favourable than (in Investor’s sole judgment), or in addition to any of the rights,
terms, preferences and privileges provided to the Investors under this Agreement or any other
Transaction Document. Further, each of the Company and Founders represents and warrants to the
Investors that after Closing but no later than 75 (Seventy Five) days from the Closing Date in
accordance with the terms of this Agreement, the Company and Founders may enter into arrangements
with other entities/persons for the subscription and issuance of up to 15,295 (Fifteen thousand and two
hundred and ninety five) additional Series I CCPS (“Additional Series I CCPS”) upon such terms and
conditions as set forth in this Agreement and the Shareholders’ Agreement of even date by executing
deed of accession and adherence to this Agreement and the Shareholders’ Agreement (collectively, the
“Deeds of Accession”) in such manner and form as shall be acceptable to the Investors. Each of the
Company and Founders further agree and covenant that all such agreements for the subscription of the
Additional Series I CCPS shall be provided to the Investors for review upon their reasonable request
and upon closure of transactions involving issuance and allotment of Additional Series I CCPS to each
of such entities/persons, necessary intimation shall be made to the Investors herein.

7. TERMINATION

7.1. Termination by the Investors. The Agreement shall continue in full force and effect until terminated,
at the option of any of the Investors, in respect of such terminating Investor only (“Terminating
Investor”), prior to the Closing Date, in the event of any of the following:

7.1.1. failure by the Company and/or the Founders to ensure that the Closing occurs within the
period set forth in Clause 3.3 above; or

12
 7.1.2. material breach or default by the Company and/or the Founders in the performance of any
of its/ their obligations under the Agreement;

7.1.3. any termination of this Agreement with respect to or by another Investor in accordance
with Clause 7.1 herein; or

7.1.4. occurrence of a Material Adverse Effect prior to the Closing Date.

7.2. Termination by any Investor. It is clarified that in the event of termination of this Agreement by a
Terminating Investor pursuant to Clause 7.1, subject to Clause 3.3, this Agreement shall stand forthwith
terminated against the Terminating Investor, and such termination shall be without prejudice to the
rights and obligations of the other Parties to this Agreement and this Agreement shall be valid and
subsisting against the other Parties. In the event of termination by a Terminating Investor under Clause
7.2, with effect from the date of such termination:

7.2.1. The term “Parties” in this Agreement shall be deemed to mean only the Company, the
Founders and the Investors (excluding the Terminating Investor);

7.2.2. This Agreement shall stand terminated specifically against the Terminating Investor without
the need for any further acts of any of the Parties; and

7.2.3. No amendments to this Agreement or any actions or omissions, or any exercise of rights or
enforcement of obligations by any Party hereunder, or any termination hereof, shall require
any participation, affirmation, consent, waiver, approval, confirmation, omission, or action
of, by, or on the part of the Terminating Investor, and the Terminating Investor shall not be
a necessary party to any such amendments, actions, omissions, or any exercise of rights or
enforcement of obligations hereunder.

7.3. Notwithstanding what is mentioned in Clauses 7.1 and 7.2, but subject to Clause 3.3, in the event any
Investor does not perform its obligations under Clause 4.1 of this Agreement (“Non-Performing
Investor”), then with effect from the Long Stop Date:

7.3.1. The term “Parties” in this Agreement shall be deemed to mean only the Company, the
Founders and the Investors (excluding the Non-Performing Investor);

7.3.2. This Agreement shall stand terminated specifically against the Non-Performing Investor
without the need for any further acts of any of the Parties; and

7.3.3. No amendments to this Agreement or any actions or omissions, or any exercise of rights or
enforcement of obligations by any Party hereunder, or any termination hereof, shall require
any participation, affirmation, consent, waiver, approval, confirmation, omission, or action
of, by, or on the part of the Non-Performing Investor, and the Non-Performing Investor shall
not be a necessary party to any such amendments, actions, omissions, or any exercise of
rights or enforcement of obligations hereunder.

7.3.4. For the avoidance of doubt, it is clarified that the termination of this Agreement against a
Non-Performing Investor under this Clause 7.3 shall be without prejudice to the rights and
obligations of the other Parties to this Agreement.

13
7.4. Accrued rights and obligations. In the event of termination of this Agreement as per Clause 3.4, all
rights and obligations of the Parties with respect to the Non-Performing or Terminating Investor under
the Transaction Documents shall cease immediately. For the purpose of clarification, nothing herein
shall affect the rights of the holders of the Series A CCPS or Series B CCPS or Series C CCPS or Series
D CCPS or Series E CCPS or Series F CCPS or Series G CCPS or Series H CCPS (as defined under
the Shareholders’ Agreement) in so far as such Terminating Investor or Non Performing Investor is a
holder of Series A CCPS or Series B CCPS or Series C CCPS or Series D CCPS or Series E CCPS or
Series F CCPS or Series G CCPS or Series H CCPS. In the event of termination by any one Investor as
per Clause 7.1, or termination of the Agreement with respect to a Non-Performing Investor as per
Clause 7.3, all rights and obligations of the Parties with respect to the Terminating Investor or the Non-
Performing Investor, as the case may be, under this Agreement shall cease immediately. However,
termination shall not affect a Party’s accrued rights and obligations as on the date of termination.

7.5. Survival. The Parties expressly agree that the provisions of Clause 1 (Definitions and Interpretation),
Clause 5 (Representations, Warranties and Indemnities), Clause 6.10 (Confidentiality) and Clause 8
(Miscellaneous) shall survive the termination of this Agreement.

8. MISCELLANEOUS

8.1. Governing Law and Jurisdiction. The Agreement shall be governed by and be construed in
accordance with the laws of India and subject to Clause 8.6 below, the courts at Bangalore, India shall
have exclusive, supervisory jurisdiction on the matters arising for the purposes of obtaining interim
reliefs including but not limited to temporary jurisdiction, without regard to the principles of conflicts
of laws.

8.2. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall
inure to the benefit of, and be binding upon the successors, permitted assigns, heirs, executors and
administrators of the Parties. The Agreement and the rights and/or obligations herein may be assigned
and novated by any Investor to the Person to whom its Investor Securities are sold in accordance with
the terms of the Transaction Documents. The Agreement and the rights and obligations herein may not
be assigned by the Company or any of the Founders without the consent of the Investors. All the costs
which may arise as a result of any assignment shall be the sole liability of the assigning party.

8.3. Notices. Unless otherwise provided herein, all notices, requests, waivers and other communications
(“Notices”) shall be made in writing, in English language and by letter (delivered by hand, courier or
registered post), email or facsimile transmission (save as otherwise stated) to the addresses, email
addresses or fax numbers set out in SCHEDULE 1, unless such details are changed by Notice in
accordance with this Agreement.

8.4. Waivers, Delays or Omissions. No delay or omission in exercise of any right, power or remedy
accruing to any Party, upon any breach or default of any Party hereto under the Agreement, shall impair
any such right, power or remedy of any Party nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of any similar breach or default thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or
default under the Agreement or any waiver on the part of any Party of any provisions or conditions of
the Agreement, must be in writing and shall be effective only to the extent specifically set forth in such
writing.

8.5. Severability.

14
 8.5.1. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any
present or future law, and if the rights or obligations under this Agreement of the Parties
shall not be materially and adversely affected thereby, (a) such provision or part thereof shall
be fully severable; (b) this Agreement shall be construed and enforced as if such illegal,
invalid, or unenforceable provision had never comprised a part hereof; and (c) the remaining
provisions of this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid, or unenforceable provision or by its severance here from to the extent
permissible under Applicable Law.

8.5.2. Without prejudice to the foregoing, the Parties hereto shall mutually agree to provide a legal
valid and enforceable provision as similar in terms and effect to such illegal, invalid or
unenforceable provision as may be possible.

8.6. Dispute Resolution.

8.6.1. All disputes, differences or claims arising out of or in connection with this Agreement
including any question regarding its existence, validity, construction, performance,
termination, or alleged breach shall be resolved by binding arbitration by the Singapore
International Arbitration Centre.

8.6.2. The arbitration shall be conducted in accordance with the Rules of the Singapore
International Arbitration Centre (“SIAC Rules”), as amended from time to time, which rules
are deemed to be incorporated by reference into this Clause.

8.6.3. The arbitration panel shall consist of 3 (three) arbitrators, appointed in accordance with the
SIAC Rules.

8.6.4. The seat or legal place of arbitration shall be Bangalore, India and all proceedings shall be
conducted in the English language.

8.6.5. All claims and counterclaims shall, to the extent such claims or counterclaims are known at
the time any arbitration is commenced, be consolidated and determined in the same
arbitration proceeding.

8.6.6. Deposits to cover the costs of arbitration shall be shared equally by the parties thereto. The
award rendered by the arbitrator shall, in addition to dealing with the merits of the case, fix
the costs of the arbitration and decide which of the parties thereto shall bear such costs or in
what proportions such costs shall be borne by such parties.

8.6.7. The award rendered by the arbitrator shall be final and conclusive on all Parties to this
Agreement, whether or not such Parties have taken part in the arbitration and shall be subject
to forced execution in any court of competent jurisdiction.

8.6.8. Each Party shall co-operate in good faith to expedite (to the maximum extent practicable)
the conduct of any arbitral proceedings commenced under this Agreement.

8.6.9. Nothing shall preclude either Party from seeking interim or permanent equitable or
injunctive relief or both, from competent courts having jurisdiction to grant relief on any
disputes or differences arising from this Agreement. The pursuit of equitable or injunctive
relief shall not be a waiver of the duty of the Parties to pursue any remedy (including for
monetary damages) through the arbitration described in this Clause 8.6.

15
 8.6.10. Without prejudice to Clauses 8.6.1 to 8.6.9, in the event of any dispute arising between any
of the Parties hereto, during the subsistence of this Agreement or thereafter, in connection
with the validity, interpretation, implementation or alleged breach of any provision of this
Agreement or regarding any question (including the question as to whether the termination
of this Agreement by any Party hereto has been legitimate) the Parties hereto may (but shall
not be bound to) attempt to settle such dispute amicably. It is clarified that no attempt to
bring about an amicable settlement under this Clause 8.6.10 shall prejudice the right of any
one or more Parties to refer the matter, at any time (which may include any time during the
period of an attempted amicable settlement), to arbitration in accordance with Clauses 8.6.1
to 8.6.8.

8.7. Amendments. The Agreement may be amended with the written consent of all of the Parties.

8.8. Cumulative Remedies. All the remedies, either under this Agreement or by Applicable Law or
otherwise afforded, will be cumulative and not alternative or exclusive of any rights, powers, privileges
or remedies provided by this Agreement, Applicable Law or otherwise. No single or partial exercise of
any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise
thereof or the exercise of any other right, power, privilege or remedy.

8.9. Entire Agreement. This Agreement together with all the Schedules and Annexures hereto forms a
single Agreement between the Parties hereto. The Transaction Documents constitute the entire
understanding between the Parties with regard to the subject matter hereof and thereof and supersede
any other agreement between the Parties relating to the subject matter hereof and thereof.

8.10. Expenses. Notwithstanding anything contained in this Clause, the Company shall bear all Tax and
stamp duty payments in relation to the transactions contemplated in the Transaction Documents and
shall bear the expenses incurred by the Investors in undertaking the legal and financial due diligence
on the Company by discharging the invoices raised by Ernst & Young and Nishith Desai Associates.
Subject to the preceding sentence, each Party shall bear its own expenses for undertaking the
transactions under this Agreement and the Shareholders’ Agreement (for the sake of clarity this
includes the fees for the negotiations and advisory services other than the diligence).

8.11. Specific Performance. This Agreement shall be specifically enforceable at the instance of any Party.
The Parties agree that a non-defaulting Party will suffer immediate, material, immeasurable, continuing
and irreparable damage and harm in the event of any material breach of this Agreement and the
remedies at Applicable Law in respect of such breach will be inadequate and that such non-defaulting
Party shall be entitled to seek specific performance against the defaulting Party for performance of its
obligations under this Agreement in addition to any and all other legal or equitable remedies available
to it. Termination of the Agreement shall be without prejudice to all rights and remedies under
Applicable Law or equity available to the non-defaulting Party including the right to seek indemnity
for the breach from the defaulting Party.

8.12. Further Actions. The Parties shall do or cause to be done such further acts, deeds, matters and things
and execute such further documents and papers as may reasonably be required to give effect to the
terms of this Agreement.

8.13. Payments. All amounts payable under this Agreement shall be in accordance with Applicable Law,
and subject to withholding of applicable Taxes.

16
8.14. Relationship between Parties. Except as stated specifically in this Agreement, the Parties are
independent contractors. Nothing in this Agreement or in any document referred to in it shall constitute
any of the Parties as a partner or agent of the other, nor shall the execution, Closing and implementation
of this Agreement confer on any Party any power to bind or impose any obligation on any other Party
or to pledge the credit of any other Party.

8.15. Counterparts. The Agreement may be executed and delivered in any number of counterparts each of
which shall be an original.

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17
 SCHEDULE 1: DETAILS OF PARTIES

PART A: Investors

Name of the Investors Particulars

Address: Postbus 71060, 1008 BB Amsterdam, The

Netherlands
Attention: Roger Rabalais
Email: roger.rabalais@naspers.com
MIH India Food Holdings B.V. Copy to:
Address: c/o NNV New Ventures Inc., 201 Spear Street, Suite
1650, San Francisco, CA 94105
Attention: Ashutosh Sharma / Alex Umfrid
Email: asharma@naspers.com / alex.umfrid@naspers.com

c/o Wellington Management Company LLP, Legal and

Compliance
280 Congress Street
Boston, MA 02210
Attn: Emily Babalas
Phone: 617-790-7770
Hadley Harbor Master Investors (Cayman) Email: #legal-ecm@wellington.com
II L.P.
With a copy (which shall not constitute notice) to:
Cooley LLP
500 Boylston Street, 14th Floor
Boston, MA 02116
Attn: Joshua D. Rottner
Email: jrottner@cooley.com

Address: Block B, Hengjiweiye Building, No.4 Wangjing East

Road, Chaoyang District, Beijing, China
Inspired Elite Investments Limited Attention to: Wenqian Zhu

Email: zhuwenqian@meituan.com
Tel: +86 15901650624

PART B: Company

Break-up of shareholding As set out in Part B of SCHEDULE 4

Address: No. 55, Sy No.8-14, Ground Floor, I & J Block, Embassy
Tech Village, Outer Ring Road, Devarbisanahalli, Bengaluru - 560103
Address, Email Address and Email: nandan@swiggy.in
Fax Number Phone: +91 9972423094
Attention: Mr. Lakshmi Nandan Reddy Obul

Authorised share capital – INR 94,28,560

Authorized and paid-up share
Paid up share capital – INR 88,13,280
capital
Name of the Bank: HDFC Bank Ltd
Address: Koramangala 4th Block Branch, Nandakrishna, Plot No 983,
1st Cross, St Bed Layout, Koramangala 4th Block, Bangalore -
Bank Account Details 560034, India
Account Number: 50200011443578
IFSC Code: HDFC0002777
MICR Code: 560240076

18
 PART C: Founders

Sl. No. Name of the Founders Particulars

Address- D No - 11-25-15, KT Road, Vijayawada -
Mr. Sriharsha Majety
520001, Andhra Pradesh
1.
Email-harsha@swiggy.in
Phone number-+ 91 9849181777
Address-PLOT No 296, Road No 78, Jubilee Hills,
Mr. Lakshmi Nandan Reddy Hyderabad - 500033, Andhra Pradesh
2.
Obul
Email- nandan@swiggy.in
Phone number-+ 91 9972423094
Address- c/o Shri Yogesh Jaimini, Near VTP School,
Shaktipuram Colony, Khura, Shivpuri, Madhya Pradesh,
3. Mr. Rahul Jaimini India

Email-rahul@swiggy.in
Phone number-+91 8861748842

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19
 SCHEDULE 2: DEFINITIONS (CLAUSE 1.1)

“Accel” shall mean Accel India IV (Mauritius) Limited, a company having its registered office at 5th Floor, Ebene
Esplanade, 24 Bank Street, Cybercity, Ebene, Mauritius and its successors and permitted assigns).

“Act” means the Companies Act, 2013, and the Companies Act, 1956 (to the extent applicable), the rules and
regulations prescribed thereunder, as now enacted or as amended from time to time and shall include any statutory
replacement or re-enactment thereof.

“Affiliate”, with respect to: (a) a Person (other than an individual), means any Person who, Controls, is Controlled
by or is under common Control with such Person, including, without limitation any general partner, managing
member, officer, director or trustee of such Person and any venture capital or other investment fund or registered
investment company now or hereafter existing which is Controlled by or under common Control with one or more
general partners, managing members or investment advisers of or shares the same management company or
investment adviser with such Person, and (b) a Person (who is an individual), means any Person who is Controlled
by or is under common Control with the individual, a Relative of such individual and a Person who is Controlled
by or is under common Control with a Relative of such individual.

Without limiting the generality of the foregoing, it is clarified that “Affiliate” in relation to the Investors includes:
(a) any fund, collective investment scheme, trust, partnership (including, any co-investment partnership), special
purpose or other vehicle, in which the Investor is a general or limited partner, significant shareholder, investment
manager or advisor, settlor, member of a management or investment committee or trustee; (b) any general partner
of the Investor; and (c) any fund, collective investment scheme, trust, partnership (including, any co-investment
partnership), special purpose or other vehicle in which any general partner of the Investor is a general partner,
significant shareholder, investment manager or advisor, settlor, member of a management or investment
committee or trustee.

“Agreement” means this subscription agreement, as amended from time to time in accordance with the provisions
hereof, and shall include all the schedules, annexures and exhibits, if any, to this Agreement.

“Applicable Law” includes all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws,
regulations, notifications, guidelines, policies, directions, directives and orders, requirement or other
governmental restrictions or any similar form of decision of, or determination by, or any interpretation, policy or
administration, having the force of law of any of the foregoing, of any government, statutory authority, tribunal,
board, court having jurisdiction over the matter in question, whether in effect as of the Execution Date or
thereafter, or any recognized stock exchange(s) on which the shares may be listed.

“Articles” means the articles of association of the Company as amended from time to time.

“Assets” means assets or properties of every kind, nature, character and description (whether immovable,
movable, tangible, intangible, absolute, accrued, fixed or otherwise), including cash, cash equivalents, receivables,
real estate, plant and machinery, equipment, Proprietary Rights, raw materials, inventory, furniture, fixtures and
insurance.

“Bessemer” shall mean Bessemer India Capital Holdings II Ltd., a company having its registered office at IFS
Court, Bank Street, Twenty Eight Cybercity, Ebene 72201, Republic of Mauritius and include its successors and
permitted assigns.

20
“Big Four Firm” means KPMG, PricewaterhouseCoopers, Ernst & Young and Deloitte Touche Tohmatsu or
such firm of chartered accountants associated with any of them and their respective successors.

“Board” means the board of Directors of the Company from time to time.

“Business Day” means any day other than Saturday, Sunday or any day on which banks in Bangalore, India,
Mauritius, United States of America, or Netherlands are closed for regular banking business.

“Business Plan” means the rolling business plan and targets of the Company for the next 1 (one) Financial Year
in a form approved in accordance with the terms of the Existing SHA.

“Claim” means a demand, claim, action or proceeding made or brought by or against a Party, however arising
and whether present, unascertained, immediate, future or contingent.

“Condition Precedent” means any of the conditions listed in SCHEDULE 6 of the Agreement and the
“Conditions Precedent” means a collective reference to all conditions listed in SCHEDULE 6 of this Agreement.

“Control” (including, with its correlative meanings, the terms “Controlled by” or “under common Control with”)
means (a) the possession, directly or indirectly, of the power to direct or cause the direction of management and
policies of a Person whether through the ownership of voting securities, by agreement or otherwise or the power
to elect more than half of the Directors, partners or other individuals exercising similar authority with respect to
a Person; or (b) the possession, directly or indirectly, of a voting interest in excess of 50% (fifty per cent) in a
Person.

“Coatue” shall mean Coatue PE Asia XI LLC, a company having its registered office at 251 Little Falls Drive,
Wilmington, Delaware 19808, USA and its successors and permitted assigns).

“Damages” means (a) any and all losses, damages, fines, fees, penalties and out-of-pocket expenses (including
without limitation any liability imposed under any award, writ, order, judgment, decree or direction passed or
made by any Person), and (b) amounts paid in settlement, interest, court costs, costs of investigation, fees and
expenses of legal counsel, accountants, and other experts, and other expenses of litigation or of any Claim, default,
or assessment, but in no circumstances shall include any indirect, remote or consequential losses or loss of profits.

“Dilution Instruments” includes any Shares, securities, rights, options, warrants or arrangement (whether oral
or in writing) which are convertible into or entitle the holder to acquire or receive any Shares of the Company, or
any rights to purchase or subscribe to Shares or securities by their terms convertible into or exchangeable for
Shares.

“Director” means a director of the Company from time to time, and includes an alternate director appointed for
the time being.

“Disclosed” means fairly disclosed in the Disclosure Schedule and this Agreement.

“DST” shall mean collective reference to Apoletto Asia Ltd, a company having its registered office at IFS Court,
Twenty Eight, Cybercity, Ebene, Mauritius; DST Euroasia V B.V., a company having its registered office at
Uiverweg 2, 1118 DC, Schiphol, Kingdom of the Netherlands; and DST Investments Asia I Ltd., a company
having its registered office at IFS Court, Bank Street, TwentyEight Cybercity, Ebène 72201, Republic of
Mauritius and their successors and permitted assigns.

21
“Encumbrance” means any form of legal or equitable security interest, including but not limited to any mortgage,
assignment of receivables, debenture, lien, charge, pledge, title retention, right to acquire, lease, sub-lease, license,
voting agreement, security interest, hypothecation, option, right of first refusal, restrictions or limitation, purchase
agreement, any preference arrangement (including title transfers and retention arrangements or otherwise), and
any other encumbrance or similar condition whatsoever, or an agreement to do any of the foregoing, or any other
arrangements having similar effect.

“Equity Shares” means ordinary equity shares with voting rights having face value of INR 1 (Indian Rupee One)
each in the capital of the Company as may be consolidated or sub-divided from time to time.

“Execution Date” means the date of execution of the Agreement.

“Existing SHA” means the shareholders agreement dated December 20, 2018 entered into amongst the Founders,
Company, Accel, DST, Bessemer, Coatue, Harmony, HH BTPL, MTDP, Naspers, NVP, RB, SAIF, Tencent, and
Wellington.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time.

“Financial Year” means the year commencing on the first day of April and ending on the last day of March of
the next calendar year.

“Founder” refers to each Person listed in Part C of SCHEDULE 1 of this Agreement and “Founders” shall
mean collective reference to the same.

“Fully Diluted Basis” means a calculation assuming that all the Dilution Instruments existing at the time of
determination have been exercised or converted into Shares.

“Fundamental Warranties” refer to the representations and warranties of the Company and the Founders set out
in paragraphs 2, 3, 4 and 5 of SCHEDULE 8.

“Governmental Authority” means any government, any state or other political subdivision thereof, and includes
any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government, or any other government authority, agency, department, board, commission or instrumentality of
India and/or any jurisdiction in which the Company conducts business, or any political subdivision thereof, and
any court, tribunal or arbitrator(s) of competent jurisdiction, and, any governmental or non-governmental self-
regulatory organisation, agency or authority.

“Group Company” means an individual reference to the Company and its subsidiaries, if any and “Group
Companies” shall mean a collective reference to the same.

“Harmony” shall mean Harmony Partners (Mauritius) Ltd., a company having its registered office at c/o Minerva
Fiduciary Services (Mauritius) Limited, Suite 2004, Level 2, Alexander House, 35 Cybercity, Ebene, Mauritius
and its successors and permitted assigns).

“HH BTPL” shall mean HH BTPL Holdings II Pte. Ltd., a company having its registered office at 10 Changi
Business Park, Central 2, #5-01 Hansapoint, Singapore 486030 and its successors and permitted assigns.

“Indebtedness” of any Person means all indebtedness including (a) all obligations of such Person for borrowed
money or with respect to advances of any kind; and (b) all binding indemnity, guarantees and sureties by such
Person whether in connection with such borrowing or advances or otherwise.

22
“INR”, “Rupees” or “Rs.” Means Indian rupees, the lawful currency of India for the time being.

“Investor Securities” means the 34,078 (Thirty Thousand Four Hundred and Seventy Eight) Series I CCPS to be
issued to the Investors in the manner set out in Part A of SCHEDULE 4 in accordance with the terms and
conditions set out in this Agreement.

“Key Managerial Personnel” shall be as defined in Section 2 (51) of the Act.

“Material Adverse Effect” means any event, occurrence, fact, condition, change, development or effect that,
individually or in the aggregate, has had or may reasonably be expected to have a material adverse effect on (a)
the ability of the Company and/or the Founders to consummate the transactions contemplated herein or to perform
its/their obligations hereunder or pursuant to any of the Transaction Documents, or (b) the Company’s condition,
financial or otherwise, operations, prospects, results of operations, Assets, liabilities or business as now conducted
or proposed to be conducted or (c) the validity or enforceability of this Agreement or any of the Transaction
Documents, or the transactions contemplated hereunder, or of the rights or remedies of the Investors or (d) the
status and validity of any contracts, consents or approvals required for the Company to carry on its Business;
provided that notwithstanding anything in this definition of “Material Adverse Effect”, an event, occurrence,
fact, condition, change, development or effect shall not have a Material Adverse Effect if it is a direct result of:

(a) a force majeure event, which shall include riots, war or hostilities between any nations, acts of god, fire,
storm, terrorist activities, flood, earthquake, strikes, labour disputes, shortage or curtailment of labour,
power or other utility services or change of law or government policies and regulation;

(b) any action taken (or omitted to be taken) with the written consent of or at the written request of the Investor.

“Memorandum” means the memorandum of association of the Company, as amended from time to time.

“MTDP” shall mean Inspired Elite Investments Limited, a company having its registered office at P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands and its successors and permitted
assigns.

“MTDP Securities” means 3,606 (Three Thousand Six Hundred and Six) Series I CCPS to be issued to be issued
to MTDP in consideration for the payment of MTDP’s allocation of the Subscription Amount, as set out in Part
A of SCHEDULE 4.

“Naspers” shall mean collective reference to Naspers Ventures B.V., a company having its registered office at
Symphony Offices, Gustav Mahlerplein 5, 1082 MS Amsterdam, The Netherlands and MIH India Food Holdings
B.V., a company having its registered office at Symphony Offices, Gustav Mahlerplein 5, 1082 MS Amsterdam,
The Netherlands, and their successors and permitted assigns.

“Naspers Securities” means the 30,170 (Thirty Thousand One Hundred and Seventy) Series I CCPS to be issued
to be issued to Naspers in consideration for the payment of Naspers’ allocation of the Subscription Amount, as
set out in Part A of SCHEDULE 4.

“Notify” or “Notification” or “Notified” means the act of providing a Notice in writing, including electronic
means.

23
“NVP” shall mean Norwest Venture Partners VII-A-Mauritius, a company having its registered office at IFS
Court, Bank Street, Twenty Eight, Cybercity, Ebene 72201, Mauritius and its successors and permitted assigns.

“Ordinary Course of Business” means an action, event or circumstance that is recurring in nature and is taken
in the ordinary course of the Person’s normal day-to-day operations, and:

(a) taken in accordance with sound and prudent business practices;

(b) similar in nature and magnitude to actions customarily taken, without any separate or special authorization,
in the ordinary course of the normal day-to-day operations of other Persons that are engaged in businesses
similar to the Person’s business; and

(c) consistent with past practice and existing policies (including those in relation to debtors and creditors).

“PD Partners” mean the pick-up and delivery partners who work with the Company, on a principal to principal
basis, to deliver the food from the restaurants to the customers.

“Person” means any natural person, limited or unlimited liability company, corporation, partnership (whether
limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, society, co-operative
society, government or any agency or political subdivision thereof or any other entity that may be treated as a
Person under Applicable Law.

“Proprietary Rights” means and include collectively or individually, the following worldwide rights relating to
intangible property, whether or not filed, perfected, registered or recorded and whether now or hereafter existing,
filed, issued or acquired: (a) patents, patent applications, patent disclosures, patent rights, including any and all
continuations, continuations-in-part, divisions, re-issues, re-examinations, utility, model and design patents or any
extensions thereof; (b) rights associated with works of authorship, including without limitation, copyrights,
copyright applications, copyright registrations; (c) rights in trademarks, trademark registrations, and applications
therefor, trade names, service marks, service names, logos, or trade dress; (d) rights relating to the protection of
trade secrets and confidential information; (e) internet domain names, Internet and World Wide Web (WWW)
URLs or addresses; (f) mask work rights, mask work registrations and applications therefor; and (g) all other
intellectual, information or proprietary rights anywhere in the world including rights of privacy and publicity,
rights to publish information and content in any media.

“RB” shall mean RB Investments Pte. Ltd., a company having its registered office at 68 Cove Drive, Singapore
09181 and its successors and permitted assigns.

“RBI” means the Reserve Bank of India.

“Related Party” in relation to the Company means (a) Group Company, (b) any Affiliate of the Group
Companies, (c) any of the Founders, or Director (other than any Director nominated by the Investors), or any
Relative of such Person or (d) any Person owned or Controlled by a Founder or a Director or a Relative of a
Founder or a Director.

“Relative” means a relative as defined under Section 2(77) of the Act.

“Restated Articles” means the restated and amended Memorandum and Articles, substantially in conformity with
the Transaction Documents, subject to Applicable Law, as approved by the Investors and in accordance with the
terms of the Existing SHA.

24
“RoC” means the Registrar of Companies.

“SAIF” shall mean SAIF Partners India V Limited, a company having its registered office at IFS Court, Bank
Street, Twenty Eight, Cybercity, Ebène 72201, Republic of Mauritius and its successors and permitted assigns.

“Schedule” refers to the schedules listed in this Agreement and “Schedules” shall mean a collective reference to
the same.

“Series A CCPS” means series A compulsorily convertible cumulative preference shares of the Company, having
a face value INR 10 (Indian Rupees Ten) per share and issued at a premium of INR 18,842.38 (Indian Rupees
Eighteen Thousand Eight Hundred and Forty Two and Thirty Eight Paise).

“Series B CCPS” means series B compulsorily convertible cumulative preference shares of the Company, having
a face value INR 10 (Indian Rupees Ten) per share and issued at a premium of INR 12,033.51 (Indian Rupees
Twelve Thousand and Thirty Three and Fifty One Paise).

“Series C CCPS” means series C compulsorily convertible cumulative preference shares of the Company, having
a face value INR 10 (Indian Rupees Ten) per share and issued at a premium of INR 24,829 (Indian Rupees Twenty
Four Thousand Eight Hundred and Twenty Nine).

“Series D CCPS” means series D compulsorily convertible cumulative preference shares of the Company, having
a face value of INR 10 (Indian Rupees Ten) per share and issued at a premium of INR 33,571 (Indian Rupees
Thirty Three Thousand Five Hundred and Seventy One).

“Series E CCPS” means series E compulsorily convertible cumulative preference shares of the Company, having
a face value of INR 10 (Indian Rupees Ten) per share and issued at a premium of INR 50,491.62 (Indian Rupees
Fifty Thousand Four Hundred and Ninety One and Sixty Two Paise).

“Series F CCPS” means series F compulsorily convertible cumulative preference shares of the Company, having
a face value of INR 10 (Indian Rupees Ten) per share and issued at a premium of INR 79,823.61 (Indian Rupees
Seventy Nine Thousand Eight Hundred and Twenty Three and Sixty One Paise).

“Series G CCPS” means series G compulsorily convertible cumulative preference shares of the Company, having
a face value of INR 10 (Indian Rupees Ten) per share and issued at a premium of INR 119,246 (Indian Rupees
One Hundred Nineteen Thousand Two Hundred And Forty Six).

“Series H CCPS” means such number of series H compulsorily convertible cumulative preference shares of the
Company, having a face value of INR 10 (Indian Rupees Ten) per share and to be issued at a premium of INR
231,316 (Indian Rupees Two Hundred Thirty One Thousand Three Hundred and Sixteen).

“Series I CCPS” means such number of Series I compulsorily convertible cumulative preference shares of the
Company, having a face value of INR 10 (Indian Rupees Ten) per share and to be issued at a premium of INR
2,36,120 (Indian Rupees Two Hundred and Thirty Six Thousand and One Hundred and Twenty), as set out in Part
A of Schedule 4, to be issued to the Investors in accordance with the terms of this Agreement, and having such
terms as set out in the Shareholders’ Agreement and the Articles.

“Shareholders’ Agreement” means the shareholders’ agreement of even date amongst the Founders, Company,
Accel, DST, Bessemer, Coatue, Harmony, HH BTPL, MTDP, Naspers, NVP, RB, SAIF, Tencent, and
Wellington.

“Shares” means all classes of shares in the capital of the Company issued from time to time, together with all
rights, differential rights, obligations, title, interest and claim in such shares and shall be deemed to include all

25
bonus shares issued in respect of such shares and shares issued pursuant to a stock split in respect of such shares.

“Shareholders” mean the persons whose names are entered in the register of members of the Company.

“Subscription Amount” means the total amount as set out in Part A of SCHEDULE 4 to be invested by all of
the Investors to subscribe to the Investor Securities.

“Subsidiary” has the meaning ascribed to the term under the Act.

“Swiggy Kitchen” means the in-house kitchen of the Company wherein food is prepared and delivered to the
customers on the premises and through the Company’s delivery services.

“Tax Warranties” refer to the representations and warranties of the Company and the Founders set out in
paragraph 20 of SCHEDULE 8.

“Taxes” means all present and future income and other taxes, levies, rates, imposts, duties, deductions, cesses,
dues, charges and withholdings whatsoever imposed by any Governmental Authority having power to tax and all
penalties, fines, surcharges, interest or other payments on or in respect thereof and “Tax” and “Taxation” shall
be construed accordingly.

“Tencent” shall mean Tencent Cloud Europe B.V., a company having its registered office at Amstelplein 54,
26.04, 26th floor, 1096 BC Amsterdam, the Netherlands and its successors and permitted assigns.

“Transfer” including the terms “Transferred” and “Transferability”, means to directly or indirectly, transfer, sell,
assign, Encumber in any manner, place in trust (voting or otherwise), exchange, gift or transfer by operation of
law.

“Transaction Documents” include this Agreement, the Shareholders’ Agreement, the Series A CCPS
Subscription Agreement dated February 5, 2015, the Series B CCPS Subscription Agreement dated May 26, 2015,
the Series C CCPS Subscription Agreement dated December 14, 2015, the Series C CCPS Subscription
Agreement dated March 30, 2016, the Series D CCPS Subscription Agreement dated August 26, 2016, the Series
E CCPS Subscription Agreement dated May 23, 2017, the Series F CCPS Subscription Agreement dated January
05, 2018, the Series F CCPS Subscription Agreement dated January 19, 2018, the Series G CCPS Subscription
Agreement dated June 08, 2018, the Series H CCPS Subscription Agreement dated December 20, 2018, the Series
H Share Purchase Agreement dated December 20, 2018, the Deeds of Accession, the Restated Articles, and all
other agreements and documents that may be executed pursuant hereto and thereto.

“Warranties” refer to the representations and warranties of the Company and the Founders set out in
SCHEDULE 8.

“Wellington” means Hadley Harbour Master Investors (Cayman) II L.P., a company having its executive office
at 280 Congress Street, Boston, MA, United States of America 02210.

“Wellington Securities” means 302 (Three Hundred and Two) Series I CCPS to be issued to be issued to
Wellington in consideration for the payment of Wellington’s allocation of the Subscription Amount, as set out in
Part A of SCHEDULE 4.

26
 CROSS REFERENCES

Each of the following terms shall have the meaning assigned thereto in the Clause or Schedule of this Agreement
set forth below opposite such term.

Business Recital A

Closing Clause 2.2

Closing Date Clause 2.2

CP Confirmation Clause 2.2

Delivered Financial Statements SCHEDULE 8

Deeds of Accession Clause 6.14

Disclosure Schedule ANNEXURE A

Enforcement Action SCHEDULE 8

Improper Payment Laws SCHEDULE 8

Indemnified Party Clause 5.5.1

Indemnifying Party Clause 5.5.1

Indemnity Event Clause 5.5.1

Long Stop Date Clause 3.3

Non-Performing Investor Clause 7.3

Notices Clause 8.3

Offer Letters SCHEDULE 6

PCA SCHEDULE 8

Pre-Closing Suits Clause 5.5.1

Properties SCHEDULE 8

SIAC Rules Clause 8.6.2

Terminating Investor Clause 7.1

UKBA SCHEDULE 8

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27
 SCHEDULE 3: RULES OF INTERPRETATION (CLAUSE 1.2)

(a) Irrelevance of Gender and Plurality. The definitions in SCHEDULE 2 shall apply equally to both the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms.

(b) Internal References. All references herein to Clauses and Schedules shall be deemed to be references to
Clauses of, and Schedules to, this Agreement unless the context shall otherwise require. All Schedules
attached hereto shall be deemed incorporated herein as if set forth in full herein. The terms “Clauses(s)”
and shall be used herein interchangeably. The words “hereof,” “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. The words “include”, “includes”, and “including” shall be deemed
to be followed by the words “without limitation”.

(c) Default Rules. Unless expressly contradicted or otherwise qualified, (i) all references to a Person also refer
to that Person’s successors and permitted assigns, including permitted transferees, and (ii) all references to
and definitions of any agreement, instrument or statute herein or in any agreement or instrument referred
to herein mean such agreement, instrument or statute, including the Articles, as from time to time may be
amended, modified, supplemented or restated, including (in the case of agreements or instruments) by
waiver or consent and (in the case of statutes) by succession of comparable successor statutes and
references to all attachments thereto and instruments incorporated therein.

(d) Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement;
accordingly, in the event an ambiguity or a question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favouring
or disfavouring any Party by virtue of the authorship of any provisions of this Agreement.

(e) Time is of the essence. Time is of the essence in the performance of the Parties’ respective obligations.
Any time period specified for performance shall be deemed to stand extended to include any time period
required for obtaining any approval/consent from any Governmental Authority. If any time period specified
herein is extended, such extended time shall also be of the essence.

(f) Unless otherwise specified, the time periods within or following which any payment is to be made or act
is to be done shall be calculated by excluding the day on which the period commences and including the
day on which the period ends and by extending the period to the next Business Day if the last day of such
period is not a Business Day; and whenever any payment is to be made or action to be taken under this
Agreement is required to be made or taken on a day other than a Business Day, such payment shall be
made or action taken on the next Business Day.

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28
 SCHEDULE 4: CAPITALIZATION OF THE COMPANY

Part A: DETAILS OF INVESTMENT

Relevant portion
Number of
of the
Name of the Investor Series I CCPS
Subscription
to be allotted
Amount (in INR)
MIH India Food Holdings B.V. 7,12,40,42,100 30,170
Hadley Harbor Master Investors (Cayman) II L.P. 7,13,11,260 302
Inspired Elite Investments Limited 85,14,84,780 3,606
Total 8,04,68,38,140 34,078

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29
 Part B: PRE-INVESTMENT CAPITALIZATION

Capitalisation of the Company on the Execution Date

Series Series Series Series Series

Sl. Equity Series Series Series Total
Name C E F G H Percentage
No. Shares Others A B D (FDB)
CCPS CCPS CCPS CCPS CCPS
CCPS CCPS CCPS
1 Sriharsha Majety 54,690 49,159 - - - - - - - - 1,03,849 9.83%
2 Lakshmi Nandan Reddy Obul 24,690 - - - - - - - - - 24,690 2.34%
3 Rahul Jaimini 19,690 - - - - - - - - - 19,690 1.86%
4 ESOP 67,289 - - - - - - - - - 67,289 6.37%
5 48East - Saeed1 327 - - - - - - - - - 327 0.03%
6 SAIF Partners India V Ltd. 1,000 - 8,415 22,021 26,572 1,997 7,723 - - - 67,728 6.41%
7 Accel India IV (Mauritius) Ltd. 1,000 - 22,928 16,840 25,955 1,853 6,435 - - - 75,011 7.10%
8 Norwest Venture Partners VII-A (Mauritius) 10 - - 19,669 30,815 1,734 6,435 - - - 58,663 5.56%
9 Apoletto Asia Ltd. 10 - - 6,633 8,515 377 - - - - 15,535 1.47%
10 Harmony Partners (Mauritius) Ltd. 10 - - - 4,120 - 1,609 - - - 5,739 0.54%
11 RB Investments Pte. Ltd. 10 - - - 4,351 - - - - - 4,361 0.41%
12 Bessemer India Capital Holdings II Ltd. 10 - - - - 9,291 3,539 - - - 12,840 1.22%
13 Naspers 666 - 18,688 12,180 7,477 9,504 77,215 48,174 40,464 1,50,179 3,64,547 34.52%
14 MTDP 10 - 720 393 172 220 - 32,106 12,645 11,923 58,189 5.51%
15 DST EuroAsia V B.V. 10 - 2,305 1,259 552 701 - - 40,454 6,197 51,478 4.88%
16 DST Investments Asia I Ltd. 10 - - - - - - - - 9,432 9,442 0.89%

1
Saeed Sultan Rashed Al Dhaheri has a right to subscribe to such shares pursuant to the terms of the share subscription agreement dated November 21, 2017, executed by and between the Company,
APCL, Saeed Sultan Rashed Al Dhaheri and the Founders, such right being exercisable pursuant to the terms of the aforementioned share subscription agreement.

30
17 Coatue 10 - 1,441 787 345 438 - - 25,280 7,278 35,579 3.37%
18 Tencent 186 - 4,402 2,935 1,860 2,366 - - - 40,342 52,091 4.93%
19 HH BTPL 73 - 1,570 1,046 664 844 - - - 14,384 18,581 1.76%
20 Wellington 45 - 871 582 368 468 - - - 7,979 10,313 0.98%
Total 1,69,746 49,159 61,340 84,345 1,11,766 29,793 1,02,956 80,280 1,18,843 2,47,714 10,55,942 100%

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31
 PART C: POST INVESTMENT CAPITALIZATION

Capitalisation of the Company on the Closing Date

Series Series Series Series Series Series Series Series Total

Sl. Equity Series I
Name A B C D E F G H Percentage
No. Shares Others CCPS (FDB)
CCPS CCPS CCPS CCPS CCPS CCPS CCPS CCPS
1 Sriharsha Majety 54,690 49,159 - - - - - - - - - 1,03,849 9.53%
2 Lakshmi Nandan Reddy Obul 24,690 - - - - - - - - - - 24,690 2.27%
3 Rahul Jaimini 19,690 - - - - - - - - - - 19,690 1.81%
4 ESOP 67,289 - - - - - - - - - - 67,289 6.17%
5 48East - Saeed2 327 - - - - - - - - - - 327 0.03%
6 SAIF Partners India V Ltd. 1,000 - 8,415 22,021 26,572 1,997 7,723 - - - - 67,728 6.21%
7 Accel India IV (Mauritius) Ltd. 1,000 - 22,928 16,840 25,955 1,853 6,435 - - - - 75,011 6.88%
Norwest Venture Partners VII-A
8 10 - - 19,669 30,815 1,734 6,435 - - - - 58,663 5.38%
(Mauritius)
9 Apoletto Asia Ltd. 10 - - 6,633 8,515 377 - - - - - 15,535 1.43%
10 Harmony Partners (Mauritius) Ltd. 10 - - - 4,120 - 1,609 - - - - 5,739 0.53%
11 RB Investments Pte. Ltd. 10 - - - 4,351 - - - - - - 4,361 0.40%
12 Bessemer India Capital Holdings II Ltd. 10 - - - - 9,291 3,539 - - - - 12,840 1.18%

13 Naspers 666 - 18,688 12,180 7,477 9,504 77,215 48,174 40,464 1,50,179 3,94,717 36.21%
30,170
14 MTDP 10 - 720 393 172 220 - 32,106 12,645 11,923 61,795 5.67%
3,606
15 DST EuroAsia V B.V. 10 - 2,305 1,259 552 701 - - 40,454 6,197 - 51,478 4.72%

2
Saeed Sultan Rashed Al Dhaheri has a right to subscribe to such shares pursuant to the terms of the share subscription agreement dated November 21, 2017, executed by and between the Company,
APCL, Saeed Sultan Rashed Al Dhaheri and the Founders, such right being exercisable pursuant to the terms of the aforementioned share subscription agreement.

32
16 DST Investments Asia I Ltd. 10 - - - - - - - - 9,432 - 9,442 0.87%
17 Coatue 10 - 1,441 787 345 438 - - 25,280 7,278 - 35,579 3.26%
18 Tencent 186 - 4,402 2,935 1,860 2,366 - - - 40,342 - 52,091 4.78%
19 HH BTPL 73 - 1,570 1,046 664 844 - - - 14,384 - 18,581 1.70%

20 Wellington 45 - 871 582 368 468 - - - 7,979 10,615 0.97%

302
Total 1,69,746 49,159 61,340 84,345 1,11,766 29,793 1,02,956 80,280 1,18,843 2,47,714 10,90,020 100%
34,078

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33
 SCHEDULE 5: CONDUCT BEFORE CLOSING

The Company shall not, during the period between the Execution Date and Closing, without the approval
of each of the Investors:

(a) amend or modify the Company’s Articles and Memorandum(s) except as may be required
pursuant to the Transaction Documents;

(b) take any action or enter into any transactions that could be expected to result in a change in the
Business or which is not in the Ordinary Course of Business;

(c) enter into any transactions or any arrangements, dealings or contracts with Related Parties;

(d) enter into any contract or arrangement for the purpose of or to sell, pledge, transfer, assign or
create an Encumbrance or interest in favour of any third party in any of the Company’s Assets,
property, contracts or rights, otherwise than in the Ordinary Course of Business;

(e) avail of any borrowing or create or agree to create any financial Indebtedness in excess of INR
25,00,000 (Indian Rupees Twenty Five Lakhs) (whether in aggregate or separately) unless
otherwise agreed to between the Founders and the Investors;

(f) establish a subsidiary or make an investment in any other Person;

(g) effect any change in the capital structure, issue any securities or effect any scheme of
amalgamation, arrangement, reorganization, liquidation, winding up or dissolution in relation to
the Company or solicit or enter into negotiations, discussions, binding or non-binding
commitments relating to any such change in the capital structure, issue of any securities or agree
to any scheme of amalgamation, arrangement or reorganization, liquidation, winding up or
dissolution of the Company;

(h) incur, issue, assume, extend, or guarantee any new or additional obligations other than in the
Ordinary Course of Business;

(i) initiate any legal proceedings other than legal proceedings in the Ordinary Course of Business;

(j) merge, restructure, consolidate, amalgamate any company or commence any proceedings in
relation to any of the foregoing;

(k) pass or join in passing any resolution of Shareholders which is not in Ordinary Course of Business
or in accordance with the Transaction Documents;

(l) do or permit to be done anything which would constitute a breach of any of the Warranties;

(m) change its auditors or make any changes in accounting policies and practices save and except as
required by Applicable Law or in accordance with the Transaction Documents;

34
(n) settle or compromise any litigation, Claim or proceedings in excess of INR 25,00,000 (Indian
Rupees Twenty Five Lakhs);

(o) pay any employee compensation other than the current monthly payroll, raise or agree to raise
anyone's compensation, or pay or agree to pay any bonus or other special compensation, except
in accordance and consistent with the Company's normal and past practices;

(p) Transfer or create any Encumbrance on the Shares or securities held by the Founders, except for
the Transfer of Shares amongst the Founders which shall be disclosed to the Investors;

(q) declare or pay any dividend or make any other distribution or payment in respect of any securities
of the Company; and

(r) not agree or otherwise commit to take any of the actions described hereinabove.

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35
 SCHEDULE 6: CONDITIONS PRECEDENT TO CLOSING

The obligation of each of the Investors to subscribe to their respective share of the Investor Securities and
remit their respective portion of the Subscription Amount to the Company is subject to the fulfilment, to
each Investor’s satisfaction, of the following Conditions Precedent to Closing:

(1) The Company shall have obtained all corporate, governmental, management, third party and
regulatory approvals that are necessary or advisable, including waivers from the Founders and
other existing shareholders, of their rights under the Existing SHA and the articles of association
of the Company, in respect of the issue and allotment of the Investor Securities to the Investors
hereunder.

(2) The Company shall have up to date records of all applicable statutory registers as required under
Applicable Law including minutes of the Board and Shareholders’ meetings, relevant forms and
other filings required with the registrar of companies.

(3) There shall not have been, on or prior to the Closing Date, any event(s) or condition(s) of any
character that constitutes or would reasonably be expected to constitute a Material Adverse Effect.

(4) There shall have been no material adverse change in financial markets, or in the financial
condition, operations and/or prospects of the Company in the sole discretion of the Investors.

(5) The Company and the Founders shall have performed and complied with, in all respects, all the
agreements, obligations and conditions contained in the Agreement that are required to be
performed or complied with by it on or before Closing and shall have obtained all approvals,
consents and qualifications necessary to complete the subscription and issue of the Investor
Securities to the Investors.

(6) The Company and the Founders shall have obtained all authorisations, approvals, permits,
consents and waivers, necessary or appropriate, for (i) execution of the Transaction Documents,
(ii) consummation of the transactions contemplated by the Transaction Documents, and the
Company shall have provided the Investors with satisfactory evidence of such authorisations,
approvals, permits, consents and waivers.

(7) The Company shall have obtained approval of each of the Investors or their respective
representatives to the form of Board and Shareholders’ resolutions, Restated Articles and other
documents necessary for giving effect to the provisions of this Agreement.

(8) The Company shall provide a valuation certificate prepared by an independent and duly qualified
chartered accountant in accordance with the extant foreign exchange management regulations,
and a valuation report, in a form and substance satisfactory to the Investors, obtained from a
registered valuer (as the term is understood under the Companies Act, 2013).

(9) The Board shall have held a meeting to pass appropriate resolutions:

(i) to accord approval for the increase and/or reclassification of the authorized capital of the
Company to provide for the issuance and allotment of the Series I CCPS;

36
 (ii) to record the names of the Investors, to whom the Investor Securities are to be offered and to
accord approval for the offer of the Investor Securities;

(iii) to approve the draft offer letters in Form PAS-4 (“Offer Letters”) to be issued to the
Investors;

(iv) to designate the bank account of the Company as the designated bank account for receipt of
the Subscription Amount;

(v) to convene a general meeting to obtain the approval of the Shareholders for:

(a) approving the increase and/or reclassification of the authorized capital of the Company
to provide for the issuance and allotment of the Series I CCPS;

(b) approving the issuance of the Investor Securities; and

(c) approving the draft Offer Letters;

and shall have delivered to the Investors, certified true copies of the aforementioned resolutions
along with all requisite supporting documents and other proof evidencing compliance, to the
satisfaction of the Investors, with the processes prescribed under the Act.

(10) The Company shall have convened a general meeting, and the Shareholders shall have passed:

(i) ordinary resolution approving the increase and/or reclassification of the authorized capital of
the Company to provide for the issuance and allotment of the Series I CCPS; and

(ii) special resolution approving the issuance of the Investor Securities and the draft Offer Letters,

and shall have delivered to the Investors certified true copies of the same.

(11) The Company shall have filed:

(i) Form SH-7 with the RoC within 30 (thirty) days from the date of the ordinary resolution
reclassifying and increasing the authorized capital of the Company, to provide for the
issuance and allotment of the Investor Securities; and

(ii) Form MGT-14 with the RoC for the board and special resolution approving the issuance of
the Investor Securities prior to issuing the Offer Letters to the Investors.

(12) The Company shall deliver to each of the Investors certified true copies of the forms set out in
paragraph 11 above along with the receipt in respect of each such form filed with the RoC.

(13) The Company shall have issued the Offer Letters for the Investor Securities (in writing or in
electronic mode) along with the application form(s) mandated by Rule 14 (3) of the Companies
(Prospectus and Allotment of Securities) Rules, 2014 to the Investors only after the relevant board
and special resolutions approving the issuance of the Investor Securities have been filed with the
RoC.

37
(14) The Company shall not have any default subsisting in the redemption of preference Shares or in
payment of dividend due on any preference Shares.

(15) The Company shall have ensured that the Articles permit the issuance of the Investor Securities.

(16) The Investors shall have completed their financial, tax and legal diligence to their satisfaction.

(17) The Company shall have ensured that all documents required to be filed under Applicable Law
(including but not limited to the forms in respect of such of the Investors as are investing under
Schedule 1 of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 in respect
of allotment of the Investor Securities to the applicable Investors are prepared and kept ready for
submission to each of the relevant authorities, as applicable.

(18) The Company shall have adopted an equal opportunity policy in compliance with the Rights of
Persons with Disabilities Act, 2016 and the rules thereunder and display such policy on its website
or at a conspicuous place at its offices, and register the same with the chief commissioner / state
commissioner as required under the said statute

(19) The Company shall have obtained the prior written consent of HDFC Bank Limited (“HDFC”)
under the term loan agreement executed between the Company and HDFC for undertaking the
transactions contemplated under the Transaction Documents.

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38
 SCHEDULE 7: CONDITIONS SUBSEQUENT

The Company shall and the Founders shall cause the Company to complete the following to each of the
Investors’ satisfaction, within the timelines specified for each of the following or such extended period as
any of the Investors and the Founders may mutually agree:

(1) The Company shall complete all statutory filings required pursuant to the Closing, including
filings with Governmental Authorities (if any) and authorized dealer banks, and provide certified
copies of all such filings relating to the Investor Securities to each of the Investors within 30
(thirty) days of the Closing Date, as applicable.

(2) The Company shall provide true extracts, within 15 (fifteen) days of the Closing Date, duly
certified by a Director, of the updated register of members and register of directors and key
managerial personnel, the certified true copies of the Company’s Restated Articles, and all
resolutions passed and other documents provided in accordance with Clause 4 above to each of
the Investors.

(3) The Company shall liaise with the RBI and its authorized dealer bank and take all necessary steps
to obtain a “registration number” for all issuances of Shares made by the Company to non-resident
investors.

(4) Within the timelines prescribed under Applicable Law, the Company and the Founders shall
ensure that the Company shall make all necessary filings of forms and documents (in form and
manner satisfactory to the Investor) with the relevant Government Authorities, including the filing
of forms in respect of the Investors investing under Schedule 1 of the Foreign Exchange
Management (Non-debt Instruments) Rules, 2019 with the authorized dealer as required under the
Foreign Exchange Management Act, 1999 and the necessary forms with the jurisdictional RoC as
may be required under Applicable Law.

(5) Within 60 (sixty) days from the Closing Date, the Company shall amend its leave policies
applicable to its employees in the states of (i) Goa, (ii) Jharkhand, (iii) Madhya Pradesh, (iv)
Odisha, (v) Tamil Nadu, (vi) Uttarakhand (vii) Assam, (viii) Sikkim, (ix) Tripura, (x) Meghalaya,
(xi) Chhattisgarh, (xii) Bihar, (xiii) Nagaland and (xiv) Puducherry to incorporate provisions of
leave accumulation/carry forward of leave, in accordance with the state specific shops and
establishments statutes.

(6) Within 30 (thirty) days from the Closing Date, the Company shall procure a fresh/revised license
under the FSSAI (Licensing and Registration) Amendment Regulations, 2018 which lists all food
products/categories that the Company undertakes transportation/distribution of.

(7) The Company shall (a) implement policies and internal checks to ensure on-going compliances
with the requirements under the Food Safety and Standards Act, 2006 and the rules and regulations
framed thereunder, (b) amend the agreements with restaurant partners ensuring compliance with
Food Safety and Standards Act, 2006 and the rules and regulations framed thereunder by such
restaurant partners, and (c) take necessary actions, including delisting restaurant partners, as may
be required by the Food Safety and Standards Act, 2006 and the rules and regulations framed
thereunder, on an ongoing basis.

39
(8) The Company shall display the name and contact details of the sellers listed on the ‘Swiggy Stores’
platform, on the website, if applicable, and the mobile application of the Company on an ongoing
basis.

(9) Within 180 (one hundred and eighty) days from the Closing Date, Company shall procure licenses
under the state specific municipality acts for all the premises which house the private label brand
restaurants of the Company.

(10) Within 180 (one hundred and eighty) days from the Closing Date, the Company shall procure
consents to establish and consents to operate under the Air (Prevention and Control of Pollution)
Act, 1981 and the Water (Prevention and Control of Pollution) Act, 1974 for all the premises
which house the private label brand restaurants of the Company.

(11) The Company shall procure registrations under the state specific shops and establishments acts
for each of its shops/establishments, on an ongoing basis.

(12) The Company shall continue its efforts to obtain key managerial personnel insurance, as per
Clause 6.15.2 of the Existing SHA.

(13) The Company shall ensure compliance with the relevant provisions of the Act in relation to
convening the meetings of the board and shareholders’ and in maintaining the minutes of the
meetings of the Board and shareholders on an ongoing basis.

(14) The Company shall obtain a specific confirmation from any telemarketers with which it enters
into service agreements for sending commercial messages to customers, that the telemarketers
obtain the express consent of the customers for the provision of the commercial communications,
as required under the Telecom Commercial Communications Customer Preference Regulations,
2018.

(15) Within 180 (One Hundred and Eighty) days from the Closing Date, Company shall have begun
providing crèche facilities as required pursuant to the Maternity Benefit Act, 1961 at all
establishments where it has more than 50 (fifty) employees.

(16) Within 60 (Sixty) days from Closing, the Company shall have procured registration under the
CLRA for its office locations in Chennai, Delhi, Dehradun and Gujarat (as applicable).

(17) Within 15 (Fifteen) days from Closing, the Company shall comply with the requirements of the
Employees Compensation Act, 1923 and inform the employees of their rights to compensation
under the said act for injuries caused due to an accident arising out of and in the course of
employment.

(18) Within 30 days from the Closing Date, the Company shall procure a licence under the Food Safety
and Standards Act, 2006 for the following premises of the Company:
(i) No. 1, PID No.019-M0021-21, 3rd Floor, Kalpana Chawla Road, Bhoopasandra, Hebbal,
Bengaluru – 560094;
(ii) C/o. Hno: 7-1-621/260-A & B, SR Nagar, Hyderabad – 500038;
(iii) Door.No.11-14-8/A,11-14-8/B, 3rd Floor, Survey no:9/1, Saroornagar, LB Nagar,
Rangareddy (Dt), Hyderabad – 500074.

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41
 SCHEDULE 8: WARRANTIES

Except as set forth in the Disclosure Schedule and the updated Disclosure Schedule which may be given
as on the Closing Date in accordance with this Agreement, the Company and the Founders hereby represent
and warrant to each of the Investors as of the Execution Date and as of the Closing Date that the following
statements are all true, correct and complete. It is agreed and understood that the representations and
warranties set out below shall be read and interpreted in conjunction with the relevant provisions of the
Disclosure Schedule (and the updated Disclosure Schedule, as the case may be) and to the extent an
exception to a Warranty is Disclosed in the Disclosure Schedule (and the updated Disclosure Schedule, as
the case may be) and indicated as an exception to that particular Warranty, such exception shall not
constitute a breach of the Warranty against which such specific disclosure has been made.

Each of the Warranties shall be construed as a separate Warranty and (save as expressly provided to the
contrary herein) shall not be limited or restricted by inference from the terms of any other Warranties or
any other terms of this Agreement.

1. Accuracy of Information

1.1. All the information contained in the Agreement is true, complete and accurate and does not omit
to state a material fact required to be stated herein. All the information which has been given by
or on behalf of the Company and/or the Founders to the Investors (or to any director,
representative, agent or adviser of the Investors) with respect to the Company is true and accurate
in all respects and the Founders are not aware of any circumstances which could adversely affect
what is set forth herein. Where any Warranty or representation is qualified by the words “to the
best knowledge of” or similar expressions, including references to “awareness”, the same shall
be deemed to be qualified by the words, “after due and careful inquiry made”.

1.2. The Company or the Founders are not aware of any facts or circumstances relating to the affairs
of the Company which have not been disclosed to the Investors, which if disclosed, might
reasonably have been expected to influence the decision of the Investors to subscribe to the
Investor Securities on the terms contained in the Agreement or enter into the Transaction
Documents.

2. Corporate Status and Authority

2.1. The Company and its Subsidiaries are private companies duly incorporated and organized under
the laws of India, having the full corporate power and authority under Applicable Law to enter
into, execute and perform its obligations under the Transaction Documents and all other
documents and instruments required to be executed pursuant thereto or in connection therewith,
to own its Assets and carry on the Business as it is now being conducted, and is duly registered
and authorized to do Business in every jurisdiction which, by the nature of its Business and
Assets, makes registration or authorisation necessary.

2.2. Execution of the Transaction Documents, this Agreement and all other documents and
instruments required to be executed pursuant thereto or in connection therewith, and such
documents, will constitute valid and binding obligations and be enforceable against the
Company in accordance with their respective terms.

42
2.3. The Business and affairs of the Company have been conducted in accordance with its certificate
of incorporation, Memorandum and Articles and true, complete and duly amended copies of the
same have been provided to the Investors. The business and affairs of the Company’s
Subsidiaries have been conducted in accordance with their respective certificate of
incorporation, memorandum and articles of association. Further, the Company and its
Subsidiaries do not carry on any business that will render the issue of Investor Securities to the
Investors to be in violation of any Applicable Law.

2.4. The Company does not have any Subsidiary, except for:

(i) Scootsy Logistics Private Limited (“Scootsy”); and

(ii) Supr Infotech Solutions Private Limited (“Supr”).

2.5. Founder Authorisation: The Transaction Documents, having been duly executed by each of
the Founders, constitute a legal, valid, and binding obligation on each of them and are
enforceable against each of them in accordance with their terms. Each Founder has the power
and authority to execute the Transaction Documents and perform and observe all their terms. No
Founder is bound by any contract, which may restrict his right or ability to enter into or perform
the Transaction Documents, or which would be breached as a result of execution and
performance of the Transaction Documents.

3. Authorisations

3.1. All governmental authorisations, consents and approvals, and corporate approval, creditors’
consent, shareholders’ consent and other consents required under Applicable Law or under any
contract or otherwise and required to be obtained by the Founders or the Company for the
execution and performance of the Transaction Documents have been obtained, or granted and
continue in force and the Company and the Founders have complied with all conditions attached
to each such consent and/or approval.

3.2. The Company is in compliance with all foreign exchange regulations and has made relevant
filings/ declarations and has obtained requisite consents/ approvals under the said regulations
with respect to its business.

3.3. The execution, delivery and performance by the Founders and the Company of the Transaction
Documents and their compliance with the terms and provisions thereof;

(i) does not violate the certificate of incorporation, Memorandum and the Articles;

(ii) does not contravene any provision of any Applicable Law, or any order, writ, injunction
or decree of any court or tribunal or Governmental Authority to which they are subject;

(iii) does not result in the creation of any Encumbrance upon the Assets, properties and Shares
of the Company, or prejudice any authorization, consent, license or registration that is
required for the Business;

(iv) does not conflict with, result in any breach of, or constitute a default under, or give rise
to a right to terminate, amend, modify, abandon or accelerate, any agreement, contract or

43
 permit which is applicable to the Company or any of the Founders, or by which any of
the Assets of the Company may be bound; and

(v) does not constitute an act of bankruptcy, preference, insolvency or fraudulent conveyance
under any bankruptcy act or other Applicable Law enacted for the protection of debtors
or creditors.

3.4. The Company has not executed any prior agreements creating any special rights in favour of any
other Person.

3.5. The Company is not engaged in (a) ‘real estate business’ as defined under the Foreign Exchange
Management (Non-debt Instruments) Rules, 2019 and / or (b) the business of providing any
‘financial services’, including any loan facilitation service and /or (c) (whether through e-
commerce, restaurant sales or otherwise) the retail trading of food products manufactured and /
or produced in India, including for the purposes of the Foreign Exchange Management Act, 1999
(and the rules and regulations made thereunder) and / or the foreign direct investment policy
issued by the Department of Industrial Policy and Promotion, Ministry of Commerce,
Government of India.

4. Share Capital and Shareholding

4.1. As on the Execution Date, the authorized share capital and issued, subscribed and paid up capital
of the Company is as set out in Part B of SCHEDULE 4.

4.2. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s
Shareholders names in Part B of SCHEDULE 4 represent all of the subscribed, paid-up and
outstanding Shares and other Dilution Instruments of the Company prior to the Closing. The
Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than
the Shares issued and allotted to the Persons mentioned in Part B of SCHEDULE 4.

4.3. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s
Shareholders names in Part C of SCHEDULE 4 represent all of the subscribed, paid-up and
outstanding Shares and other Dilution Instruments of the Company as of the Closing. The
Company has not issued any Shares or Dilution Instruments of any nature whatsoever other than
the Shares being issued and allotted to the Persons mentioned in Part C of SCHEDULE 4 on
or before the Closing Date.

4.4. The aggregate number of the subscribed and paid-up Shares as set forth opposite the Company’s
Shareholders names in Part D of SCHEDULE 4 represent all of the subscribed, paid-up and
outstanding Shares and other Dilution Instruments of the Company. Other than as provided in
Warranty 4.2 and 4.3 above, the Company has not issued any Shares or Dilution Instruments of
any nature whatsoever.

4.5. All of the issued and outstanding Shares are, and the Investor Securities shall be, when issued
and delivered in accordance with the terms of the Agreement, duly authorized, validly issued,
fully paid and non-assessable, and free of pre-emptive rights and other Encumbrances. Upon
issue and allotment of the Investor Securities (including the issue of Equity Shares on conversion
of the Series I CCPS), the Investors shall have the marketable title to and shall be the sole legal

44
 and beneficial owner of such Shares free from any Encumbrance or Claim or demand of any
description whatsoever.

4.6. The Company has not, nor has anyone on its behalf, done, committed or omitted any act, deed,
matter or thing whereby the Investor Securities can be forfeited, extinguished or rendered void
or voidable. Neither the Company nor the Founders nor anyone acting on behalf of the Company
or the Founders has entered into or arrived at any agreement or arrangement, written or oral,
with any Person, which will render the issue and allotment of any of the Investor Securities in
violation of such agreements.

4.7. Neither the entry into, nor compliance with, nor completion under the Transaction Documents
is likely to cause the Company and/or the Founders to lose the benefit of any right, credit or
privilege the Company and/or the Founders presently enjoy.

4.8. Except as contemplated under this Agreement, there are no outstanding rights, plans, stock
options, warrants, calls, conversion rights, re-purchase rights, redemption rights or any contracts,
arrangements, requirements or commitments of any character (either oral or written, firm or
conditional) obligating the Company to issue, deliver, sell, purchase, re-purchase or otherwise
acquire, or cause to be issued, delivered, sold, purchased, re-purchased or otherwise acquired,
any Equity Shares or any securities exchangeable for or convertible into the foregoing or
obligating the Company to grant, extend or enter into any such contract, arrangement,
requirement or commitment, nor are there any rights to receive dividends or other distributions
in respect of any such securities.

4.9. There are no outstanding options, rights of pre-emption, rights of first refusal, redemption rights,
conversion rights or stock option, stock purchase, stock appreciation right, phantom stock option
scheme or stock incentive schemes in favour of the Directors or employees of the Company.

4.10. There are no agreements, voting trusts, understandings or commitments to which the Company
or any of the Founders is a party in respect of any of the Shares of the Company or to create,
issue or Transfer Shares for the conversions of any loan or borrowing into Equity Shares.

4.11. None of the Founders of the Company has transferred the Shares held by him/it in the Company
by way of a gift or by any transaction that was less than the fair market value of the Shares as
on the date of transaction.

4.12. The Company has not bought back, repaid or redeemed or agreed to buy-back, repay or redeem
any of its Shares or otherwise reduced or agreed to reduce its share capital or purchased any of
its Shares or carried out any transaction having the effect of a buy-back or reduction of capital.

4.13. Each allotment and Transfer of Shares has been made in compliance with Applicable Law and
all corporate actions required to be performed by the Company under Applicable Law have been
performed. The Company has not issued any Shares to residents at a premium.

4.14. The Company and the Founders are not in breach of and have not received any notice of breach
of, any of the provisions, representations or warranties set forth in:

(i) the shareholders’ agreement dated February 05, 2015 executed by and between the
Company, Founders, Accel, and SAIF; or

45
(ii) the subscription agreement dated February 05, 2015 executed by and between the
Company, Founders, Accel, and SAIF; or

(iii) the shareholders’ agreement dated May 26, 2015 executed by and between the
Company, Founders, Accel, SAIF, Apoletto and NVP; or

(iv) the subscription agreement dated May 26, 2015 executed by and between the
Company, Founders, Accel, SAIF, Apoletto and NVP; or

(v) the shareholders’ agreement dated December 14, 2015 executed by and between the
Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or

(vi) the subscription agreement dated December 14, 2015 executed by and between the
Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or

(vii) the shareholders’ agreement dated March 30, 2016 executed by and between the
Company, Founders, Accel, SAIF, Apoletto, NVP, Harmony, and RB; or

(viii) the subscription agreement dated March 30, 2016 executed by and between the
Company, Founders, Accel, Apoletto, and NVP; or

(ix) the shareholders’ agreement dated August 26, 2016 executed by and between the
Company, Founders, Accel, Apoletto, NVP, SAIF, Harmony, RB and Bessemer; or

(x) the subscription agreement dated August 26, 2016 executed by and between the
Company, Founders, Accel, Apoletto, NVP, SAIF, and Bessemer; or

(xi) the shareholders’ agreement dated May 23, 2017 executed by and between the
Company, Founders, Accel, Apoletto, Bessemer, Harmony, Naspers Ventures B.V,
NVP, RB, and SAIF; or

(xii) the subscription agreement dated May 23, 2017 executed by and between the
Company, Founders, Bessemer, NVP, SAIF, Accel, Harmony, and Naspers Ventures
B.V.; or

(xiii) the shareholders’ agreement dated January 05, 2018 executed by and between the
Company, Founders, Accel, Apoletto, Bessemer, Harmony, Naspers Ventures B.V,
Naspers, NVP, RB, and SAIF; or

(xiv) the subscription agreement dated January 05, 2018 executed by and between the
Company, Founders, and Naspers; or

(xv) the shareholders’ agreement dated January 19, 2018 executed by and between the
Company, Founders, Accel, Apoletto, Bessemer, Harmony, MTDP, Naspers
Ventures B.V, Naspers, NVP, RB, and SAIF; or

(xvi) the subscription agreement dated January 05, 2018 executed by and between the
Company, Founders, and MTDP; or

46
 (xvii) the shareholders’ agreement dated June 08, 2018 executed by and between the
Company, Founders, Accel, Apoletto, Bessemer, Coatue, DST 1, Harmony, MTDP,
Naspers Ventures B.V., Naspers, NVP, RB, and SAIF;

(xviii) the subscription agreement dated June 08, 2018 executed by and between the
Company, Founders, Naspers, Coatue, DST 1, and MTDP.

(xix) the shareholders’ agreement dated December 20, 2018 executed by between the
Founders, Company, Accel, DST, Bessemer, Coatue, Harmony, HH BTPL, MTDP,
Naspers, NVP, RB, SAIF, Tencent, and Wellington; or

(xx) the subscription agreement dated December 20, 2018 executed by and between the
Founders, Company, DST, Coatue, MTDP, Naspers, Tencent, HH BTPL, and
Wellington.

4.15. All the representations and warranties set forth herein in respect of the Investor Securities shall
be deemed to be repeated, mutatis mutandis, in respect of and upon the issuance of the following
Dilution Instruments as adjusted for any capital reorganization including any stock splits,
consolidation, sub-division, bonus issuances, capitalization of profits and rights issuances:

(i) Equity Shares held by the Investors pursuant to conversion of Series A CCPS;

(ii) Equity Shares held by the Investors pursuant to conversion of Series B CCPS;

(iii) Equity Shares held by the Investors pursuant to conversion of Series C CCPS;

(iv) Equity Shares held by the Investors pursuant to conversion of Series D CCPS;

(v) Equity Shares held by the Investors pursuant to conversion of Series E CCPS;

(vi) Equity Shares held by the Investors pursuant to conversion of Series F CCPS;

(vii) Equity Shares held by the Investors pursuant to conversion of Series G CCPS;

(viii) Equity Shares held by the Investors pursuant to conversion of Series H CCPS; and

(ix) any other Shares that may be acquired by the Investors in the Company.

5. Structure

5.1. The Company is not the holder or beneficial owner of any shares or other capital in any body
corporate (wherever incorporated or not) and does not otherwise Control any Person, whether
directly or indirectly, whether through the ownership of securities or through Control over
composition of Board or by contract or proxy, or whether alone or in concert with others.

5.2. The securities held by the Company in any other body corporate (whether incorporated or not),
have been duly stamped, as applicable and duly and validly issued and the Company has

47
 complete right, title and interest to such securities, and can enforce such right, title and interest
to such securities in a court of law in India.

5.3. The Company is not a member of any partnership, joint venture, consortium, or other
unincorporated association, body or undertaking in which it participates or is required to
participate with any other Person in any business or investment.

5.4. Other than the Articles and the Existing SHA, there is no agreement (oral or written),
arrangement, or understanding amongst the Founders or other Shareholders that governs their
relationship vis-à-vis each other as Shareholders of the Company, or the Business and Control
and management of the Company.

5.5. No Founder has any interest, direct or indirect, in any company or business which is or likely to
be competitive with the Business of the Company.

5.6. The Company is not an “investment company” within the meaning of the United States
Investment Company Act of 1940, as amended.

5.7. The Company is not and has never been a shell company as such term is defined in Rule 12(b)(2)
under the United States Securities Exchange Act of 1934, as amended (the “US Exchange Act”),
and the rules and regulations of the United States Securities and Exchange Commission
thereunder. The Company is not, nor has it ever been, an issuer identified in Rule 144(i)(1)
promulgated under the United States Securities Act of 1933, as amended.

5.8. Venture Capital Qualifying Investment

(i) The Company is not listed or traded on any exchange or organized market operating in a
foreign jurisdiction.

(ii) The Company is not borrowing debt or issuing debt obligations in connection with the
subscription of the Series I CCPS by the Investors, the proceeds of which are to be
subsequently distributed to the Investors in exchange for such subscription of the
Subscription Securities by the Investors.

6. Solvency

6.1. None of the following has occurred and is subsisting, or threatened, in relation to any of the
Founders or the Company:

(i) appointment of an administrator;

(ii) an application or an order made, proceedings commenced, a resolution passed or

proposed in a Notice of meeting or other steps taken for:

(a) the winding up, dissolution or administration of the Company; or

(b) a Founder or the Company entering into an arrangement, compromise or composition

with or assignment of the benefit of its creditors or a class of them;

48
 (iii) A Founder or the Company:

(a) being (or taken to be under applicable legislation) unable to pay its debts, other than
as the result of a failure to pay a debt or Claim which is the subject of a good faith
dispute with regards to the business of the Company; or

(b) stopping or suspending, or threatening to stop or suspend, payment of all or a class

of its debts;

(iv) appointment of a receiver, receiver and manager, administrator and receiver or similar
officer to any of the Assets and undertakings of any of the Founders or the Company;

(v) a Founder or the Company becoming bankrupt or insolvent or making an arrangement

with his/its creditors generally or taking advantage of any statute for the relief of insolvent
debtors.

6.2. Nothing has occurred and is subsisting, or is threatened in relation to the Founders or any of
them, or the Company under Applicable Law of any jurisdiction which has a substantially similar
effect to any of the paragraphs referred to in paragraph 6.1 above.

6.3. No Asset in which the Company has an interest in, or is currently acquiring an interest in, is
liable to a Claim of a trustee in bankruptcy or of a liquidator.

6.4. None of the Founders has any outstanding Claim in respect of any of the Assets of the Company.

7. Financial Arrangements

7.1. There is no Encumbrance affecting any securities, and/or Assets, including but not limited to
tangible, intangible, movable or immovable Assets, of the Company.

7.2. The Company is not potentially liable for the obligations of any Person, nor is any Founder liable
for the obligations of the Company.

7.3. The Company has not made any representation or given any undertaking to any Person in respect
of the obligations or solvency of any other Person or in support of or as an inducement to or
otherwise in connection with the provision of financial accommodation, whether or not
considered by them to be legally binding.

7.4. The Company is not a party to any foreign currency transaction other than in the Ordinary Course
of Business and in compliance with Applicable Laws.

7.5. The Directors have not given any personal guarantees or indemnifications on behalf of the
Company, and vice-versa.

7.6. The Company has no outstanding loans from the Founders, Directors and their Affiliates and
Relatives or any other Persons.

7.7. There is no other Claim, liability or Indebtedness of the Company, whether direct, indirect,
contingent, absolute, accrued or otherwise, other than as Disclosed, nor is the Company aware

49
 of any condition, fact or circumstance that will create such Claim, obligation, liability or
Indebtedness.

7.8. The total Indebtedness in respect of all deferred purchase price in respect of property or services
and/or any security deposit or other retention amounts pursuant to contracts entered into by the
Company is as set out in the Disclosure Schedule.

7.9. All the Indebtedness of the Company, if any, has been duly authorized by all necessary corporate
actions and consents and the requisite filings / registrations in this regard have been duly
complied with.

7.10. The Company does not have any liability or obligation (whether present, future or contingent)
in respect of the Indebtedness of any other Person.

7.11. The Company has not provided or agreed to provide, any loan, credit, or financial assistance to
any Person.

7.12. None of the amounts invested by the Company are the proceeds of illegal activities obtained by
the Company in violation of any applicable anti-money laundering statute, and the rules and
regulations thereunder.

7.13. All invoices with respect to its Business operations are raised only in the name of the Company.

7.14. The money received by the Company by customers for availing the Company’s services is in
Indian Rupees and no other foreign currency.

8. Liabilities

8.1. There are no promissory notes, bills of exchange or other negotiable instruments outstanding,
which have been drawn, accepted or endorsed by the Company, other than:

(i) in the Ordinary Course of Business; and

(ii) consistent with past business practice.

8.2. The Company is in compliance with all applicable regulations, standards and requirements in
respect of products and services now being supplied. There has been no waiver of compliance
standards with respect to applicable regulations, standards and requirements.

8.3. No product or service supplied by the Company has:

(i) failed to comply with the express or to the best knowledge of the Company, implied terms
of the agreement for sale or service or the requirements of any Applicable Law;

(ii) failed to comply with the requirements of Applicable Law or the express or to the best
knowledge of the Company, implied terms of any agreement to supply the services; or

(iii) to the best knowledge of the Company, been supplied in a manner that would entitle the
recipient to make a Claim against the Company.

50
8.4. The Company does not have any outstanding Claims relating to liability from any of its
customers, and has not received any complaints from any of its customers in relation to quality
of the service.

8.5. The Company has not received any Notice or order under the any legislation in relation to
products or services of the Company.

8.6. Other than the receivables and payables set out in the Delivered Financial Statements, there are
no other receivables owed to, or payables owed by, the Company.

8.7. Neither the Company, nor to its knowledge, any of its Directors, officers, Board (supervisory
and management) members or employees have made, directly or indirectly, any payment or
promise to pay, or gift or promise to give or authorized such a promise or gift, of any money or
anything of value, directly or indirectly, to:

(i) any official for the purpose of influencing any official act or decision of such official or
inducing him or her to use his or her influence to affect any act or decision of a
Governmental Authority; or

(ii) any political party or official thereof or candidate of a political office for the purpose of
influencing any official act or decision of such party, official or candidate, to use his or
its influence to affect any act or decision of a Governmental Authority; or

(iii) in the case of both (i) and (ii) above in order to assist the Company or any of its Affiliates
to obtain or retain Business for, or direct Business to the Company or to any of its
Affiliates, as the case may be. Neither the Company nor any of its directors, officers,
Board (supervisory and management) members or employees have paid any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment of funds or received or
retained any funds in violation of any law, rule or regulation.

9. Power of Attorney

There is no power of attorney or other authority in force by which a Person is able to bind, either
any of the Founders with respect to the Company or, the Company.

10. Contracts and Commitments

10.1. The Company does not undertake any business other than the Business. The Company does not
require any permissions, licenses or registrations under the Payment and Settlement Systems
Act, 2007 to carry out any part of its business.

10.2. The Company is not a party to any deed, agreement, arrangement or understanding (written or
unwritten) in terms of which it is or will be bound to share profits, pay any royalties or waive or
abandon any of its rights.

10.3. The Company is not a party to any agreement or arrangement that establishes any franchisee
arrangement.

10.4. There is no contract to which the Company is a party that:

51
 (i) is outside the Ordinary Course of Business or is otherwise unusual;

(ii) creates Indebtedness;

(iii) is incapable of being fulfilled or performed on time, or only with undue or unusual
expenditure of money or effort;

(iv) provides that the Company or any other Person will act as distributor of goods or
services or as agent for another Person;

(v) has or is likely to have a Material Adverse Effect on the financial or trading position or
prospects of the Company; or

(vi) involves or is likely to involve obligations or liabilities which, by reason of their nature
or magnitude, should reasonably be made known to any intending investor in the
Company.

10.5. No contract, agreement or arrangement or understanding to which the Company and/or any of
the Founders is a party restricts the freedom of the Founders or any member thereof, the
Company, or that of any of its employees, to engage in any activity or business in any area.

10.6. There are no joint venture agreements, technical collaboration agreements, profit sharing
agreements, or agreements relating to the options to acquire shares/interest in other companies
or the Business.

10.7. No party to any contract entered into by the Company, and/or any of the Founders with respect
to or involving the Company, is in default, or but for the requirements of Notice or lapse of time
or both, would be in default and the default could be reasonably expected to have a Material
Adverse Effect.

10.8. All security (including any guarantee or indemnity) held by the Company is valid and
enforceable by the Company against the grantor in accordance with the terms of the security.

10.9. Neither the Company nor the Founders are aware that any party to a contract is likely to or is
considering replacing or terminating the contract or to cease using the services supplied by the
Company.

10.10. There is no contract to which the Company is, or may become, a party which is subject to any
relevant public procurement laws in respect of which the Company or the Founders know or
suspect that the appropriate procedures and rules have not been or are not being observed.

10.11. There is no contract that the Company is a party to that is not on arm’s length terms.

10.12. All contracts entered into by the Company are adequately stamped as required under Applicable
Law.
10.13. None of the Founders is a party to any agreement or arrangement with the Company or any third
party with respect to the Company that is other than on an arm’s length basis.

52
10.14. Neither the Company nor the Founders have been a party to any agreement, arrangement or
practice which in whole or in part contravenes or is invalidated by any restrictive trade practices,
fair trading, consumer protection or similar laws under the relevant jurisdiction or in respect of
which any filing, registration or notification is required pursuant to Applicable Law (whether or
not the same has in fact been made) and which would have a Material Adverse Effect on the
Business and the Company.

10.15. Neither the Company nor any counter party is in violation of any material term or provision of
any mortgage, Indebtedness, indenture, contract, agreement, instrument, judgment, order or
decree to which it is party or by which it is bound.

10.16. All the invoices raised by the Company with respect to its Business operations are issued in the
name of the Company and all liability arising under any and all invoices shall be assumed by the
Company.

10.17. All refunds, if any, required to be made to customers or restaurants for excess money received
due to cancelled orders (or any other reason), have been processed.

10.18. There have been no Claims in excess of INR 25,00,000 (Indian Rupees Twenty Five Lakhs),
against the Company, alleging any defects in the Company’s services. No service performed by
the Company is subject to any guarantee, warranty, or other indemnity beyond the applicable
standard terms and conditions.

10.19. The Company does not have any liability (and there is no basis for any Claim against the
Company giving rise to any liability) arising out of any injury to individuals or property as a
result of the performance of any service by the Company. The Company is not liable for any
losses arising out of the quality of the food provided by the restaurants and for violation of the
Food Safety and Standards Act, 2006 by the restaurants.

10.20. The Company is in the process of migrating contracts with restaurants and vendors to an online
platform.

11. Employees and PD Partners

11.1. Except as set forth in the Disclosure Schedule, the Company does not employ any contract
labour.

11.2. The Company is in compliance with the Contract Labour (Regulation & Abolition) Act, 1970
(“CLRA”) with respect to the contract labourers engaged by the Company.

11.3. None of the contract labourers nor the independent contractors engaged through the third party
logistic service providers have made any claims of permanency of employment with the
Company and there are no circumstances existing which may give rise to any such claims of
permanency by the contract labourers or the independent contractors.

11.4. There is not in existence any written or unwritten contract of employment or engagement with
a director or an employee of the Company (or any contract for services with any Person) which
cannot be terminated by 3 (three) months’ Notice or less without giving rise to a Claim for

53
 Damages or compensation (other than a statutory redundancy payment or statutory
compensation for unfair dismissal).

11.5. No amount due to or in respect of any Director or employee or former director or former
employee of the Company is in arrears and unpaid other than his current salary or current
contract fee for the relevant period as on the Execution Date and as on the Closing Date.

11.6. No Claims for Damages, arrears, Personal injuries or any other amounts have been made, or are
threatened to be made, by any employees, officers or Director, against the Company.

11.7. The Company has, in relation to each of its employees and each of its former employees,
complied in all material respects with all Applicable Law, regulations, collective agreements,
orders, awards and codes of conduct and practice relevant to terms and conditions of service,
and to the relations between it and its employees and any trade union, including, without
limitation, payments of all statutory liabilities of the Company in a timely manner towards
bonus, gratuity, provident fund, insurance, and similar requirements.

11.8. The Company does not have any employee stock option, stock purchase, and stock appreciation
right or phantom stock option schemes for its employees, except for:

(i) ESOP Plan 2015 (as amended on June 14, 2019)

11.9. No Director or Key Managerial Personnel of the Company:

(i) is entitled to any committed profit or any committed bonus or share compensation;

(ii) has been given an un-expired Notice terminating his contract of employment or
engagement, as the case may be;

(iii) has given Notice of termination of his employment or engagement in such capacity,
and to the best of the knowledge, information and belief of the Founders and the
Company, no such Person has any current intention of giving such Notice;

(iv) is under Notice of dismissal; or

(v) has been terminated in circumstances which may gave rise to a Claim against the
Company in relation to loss of office or termination of employment (including, without
limitation, redundancy) or engagement.

11.10. There are no investigations (existing or threatened) by any concerned department/s of labour.

11.11. There are no matters as regards industrial relations affecting the Company, which are or have
been referred to the concerned departments of labour or any other similar government agency
for advice, conciliation or arbitration.

11.12. There are no policies, practices, procedures or proposed programmes in relation to redundancy.
11.13. There are no payments, loans, or other enhanced benefits, which have been promised to the
employees or paid to former employees from the time of incorporation of the Company, where
such payments exceed the level of the statutory redundancy payment and there are no details of

54
 any compensation calculation formula or selection criteria adopted by the Company in this
respect.

11.14. There are no employees who belong to any particular trade union or staff associations, which
affect employees or any standing elected employee representative who have been provided with
information or consulted with in the past.

11.15. There are no trade unions recognised by the Company and there are no collective agreements or
other arrangements, agreements, understandings or any sole bargaining / collective bargaining
arrangements between the Company and trade unions. The Company is not a party to any
agreement with any industrial organisation in respect of its employees and their employment or
engagement.

11.16. There are no existing or potential disputes with former employees.

11.17. None of its employees has any outstanding dispute with or Claim against the Company. The
Company is not involved in and there are no present circumstances which are likely to give rise
to any industrial or trade dispute or any dispute or negotiation regarding a Claim of material
importance with any employee, trade union or association of trade unions or organisation or
body of employees.

11.18. There are no judgments, orders, recommendations or declarations made against the Company by
any court, tribunal or arbitrator in any litigation relating to employees or former employees or
any employment matter inclusive of but not limited to dismissals made by the Company.

11.19. With the exception of any remuneration owing or benefits to be provided to employees in
accordance with the normal payment or provision of such benefits or payments weekly or
monthly in arrears, there are no sums or benefits, which are outstanding and owing or required
to be provided to any employee.

11.20. There have not been any matters brought to the attention of the Company by safety
representatives, safety committees, health and safety inspectors or employees or personal injury
Claims made against the Company from the time of incorporation of the Company.

11.21. There have been no instances of the following:

(i) periods of lay-offs and short-time working;

(ii) employees who work under two or more employment contracts;

(iii) employees or other individuals providing their services to the Company, but
employed by an entity other than the Company;

(iv) any arrangement under which any employee has agreed to waive any benefits
(whether regarded by the Company as contractual or otherwise);

(v) any loans by or guaranteed by the Company or any Founders to the employees;

55
 (vi) any compensation or other severance payments agreed to be paid to any former
director or employee but which remains unpaid to date;

(vii) any violations of confidentiality, non-competition or inventions regarding the

agreements between employees and their prior employers.

11.22. To the best of Company’s knowledge, no employee of the Company is obligated under any
contract or other agreement, or subject to any judgment, decree or order of any court or
administrative agency, that would materially interfere with the use of his or her efforts to
promote the interests of the Company or that would conflict with the Business as currently
conducted. To the best of Company’s knowledge, neither the execution nor delivery of this
Agreement, nor the carrying on of the Business by the employees of the Company, nor the
conduct of the Business as presently conducted, will, conflict with or result in a breach of the
terms, conditions or provisions of, or constitute a default under, any contract, covenant or
instrument under which any of such employees is now obligated.

11.23. No employee, officer, Director or Shareholder of the Company or any of such Person’s Relative
is indebted to the Company, nor is the Company committed to make loans or extend or guarantee
credit to any of them other than (i) for payment of salary for services rendered, (ii)
reimbursement for reasonable expenses incurred on behalf of the Company and (iii) for other
standard employee benefits made generally available to all employees (including stock option
agreements outstanding under any stock option plan approved by the Company’s Board of
Directors and stock purchase agreements approved by the Company’s Board of Directors).

11.24. To the best of the Company’s and the Founders’ knowledge, no employee, officer, director or
shareholder of the Company has any direct or indirect ownership interest in any firm or
corporation with which the Company is affiliated or with which the Company has a business
relationship, or any firm or corporation that competes with the Company, except in connection
with the ownership of stock in publicly-traded companies.

11.25. To the best of the Founders’ knowledge and the Company’s knowledge, no employee, officer,
Director or Shareholder, nor any of their immediate family members, is, directly or indirectly,
interested in any contract with the Company (other than such contracts as related to any such
Person’s ownership of capital stock or other securities of the Company).

11.26. The Company is not in violation of any of the extant labour regulations of India with regard to
employment of any expatriate employee.

11.27. With respect to the PD Partners:

(i) The PD Partners are employed on a non-exclusive and principal to principal basis;

(ii) The PD Partners are not associated with any particular trade union or association;

(iii) The Company has (a) not suffered nor, to the best of its knowledge, anticipates any labour
strike, lockout, work stoppage or other labour dispute; or (b) no union organization
campaign is in progress with respect to any of its PD Partners;

56
 (iv) No Claims for Damages, arrears, personal injuries or any other amounts have been made,
or to the best knowledge of the Company are threatened to be made, by any of the PD
Partners;

(v) To the best knowledge of the Company, the PD Partners have the necessary approvals
and registrations for providing services to the Company and are not disqualified under
Applicable Law from providing the services;

(vi) There are no existing or to the best knowledge of the Company threatened disputes with
the current or past PD Partners; and

(vii) There have been no claims of employment from any of the PD Partners and to the best
knowledge of the Company no such claims are threatened to be made.

12. Authorisations for carrying on Business

12.1. The Company has obtained all necessary authorisations, consents, licences and registrations as
required by Applicable Law to carry on the Business properly. In respect of each such
authorisation:

(i) Other than as Disclosed, all fees, as an when considered final by the relevant Governmental
Authority, have been paid;

(ii) all conditions have been duly complied with; and

(iii) neither any of the Founders nor the Company is aware of any factor that might prejudice
its continuance or renewal.

12.2. The Company is not subject to any current, pending or potential enforcement proceedings,
including criminal prosecutions, administrative proceedings, appeals, statutory enforcement
Notices, orders, civil litigation and outstanding insurance Claims involving any environmental
or health and safety issues.

12.3. The Company is not in violation of any Applicable Law, and no material expenditures are or
will be required in order to comply with any Applicable Law.

13. Assets

13.1. Each and every asset (including but not limited to tangible, intangible, movable or immovable
Assets) used by the Company:

(i) is reflected in the financial statements of the Company;

(ii) is consistent with its age, in good repair and condition;

(iii) is in satisfactory working order;

(iv) has been properly and regularly maintained and serviced;

57
 (v) is not dangerous or unsuitable for the purpose for which it is used;

(vi) is capable of doing the work for which it was designed or purchased and will be capable
(subject to fair wear and tear) of doing so over the period of time in which it will be
written down to a nil value in the accounts of the Business under the Company’s current
accounting policies;

(vii) is not surplus to the requirements of the Business; and

(viii) is recorded in the fixed Assets register in respect of the Business.

13.2. There are no liens, hypothecation or any other third party or creditor Claims against any of the
Assets (including but not limited to tangible, intangible, movable or immovable Assets) of the
Company and all the Assets (including but not limited to tangible, intangible, movable or
immovable Assets) of the Company are free from all encumbrances or third party or creditor
Claims. There is no impairment to the carrying value of the Assets included in the Delivered
Financial Statements.

13.3. The existing trade receivables, current investments, inventory, loans and advances, which are
outstanding at the Closing are recoverable and realisable at the value stated in the Delivered
Financial Statements. All inventory consists of a quality and quantity usable and saleable in the
Ordinary Course of Business, except for obsolete items and items of below standard quality, all
of which have been written off or written down to net realizable value. All inventories not written
off have been priced at the lower of cost or market value. The quantities of each type of inventory,
whether raw materials, work in process or finished goods, are not excessive in the present
circumstances of the Company. All of the inventory of the Company reflected in the Delivered
Financial Statements is located at its facilities and all inventory is owned by the Company and is
not held (on consignment or otherwise) for or on behalf of any other person. The cash and bank
balances are realizable and free from Encumbrances (except for nodal account balances).

13.4. The Company is the absolute owner of its proprietary information and there is no infringement
of third party Proprietary Rights.

14. Compliance with Legislation and Absence of Litigation

14.1. All business being carried on by the Company and Scootsy are of nature in which foreign direct
investment of 100% (one hundred per cent) under the automatic route is permitted pursuant to
the provisions of the Foreign Exchange Management Act, 2000 and the regulations framed
thereunder. Further, the business carried on by Supr is of nature where foreign direct investment
of 100% (one hundred per cent) under the government route is permitted pursuant to the
provisions of the Foreign Exchange Management Act, 2000 and the regulations framed
thereunder and necessary approvals from Governmental Authority have been procured in this
regard.

14.2. Neither the Company nor any of the Founders, nor to the best of Company’s and Founders’
knowledge, any of the Company’s officers, agents or employees, has committed or omitted to
do any act or thing the commission or omission of which is in contravention of any Applicable
Law in respect of the Company, including any legislation.

58
14.3. The Company is in compliance with all the provisions of the Act, the relevant rules and
regulations thereunder and the secretarial standards as notified by the Ministry of Corporate
Affairs with effect from July 01, 2015 pursuant to Section 118 of the Act, as amended from time
to time.

14.4. All statutory dues with respect to the Company’s employees (including under the Employees’
State Insurance Act, 1948 and the Employees’ Provident Funds and Miscellaneous Provisions
Act, 1952) have been deposited with the appropriate regulatory authorities, along with interest
and penalties, as the case may be.

14.5. The Company does not have any Claims or liabilities arising or any actions, investigations,
orders from any Governmental Authority with respect to any research, test or business activity
undertaken by the Company.

14.6. The Company, is not aware of, nor has it received any Notice of any action or investigation or
other proceedings of any nature whatsoever, by any Governmental Authority or any other Person
which:
(i) would restrain, prohibit or otherwise challenge or impede the transactions contemplated by
the Transaction Documents; or
(ii) would be likely to have a Material Adverse Effect on the Company or the Business; or
(iii) is with respect to an alleged or actual violation and/or failure to comply with any Applicable
Law; or
(iv) is with respect to an alleged or actual violation and/or failure to comply with its
constitutional document; or
(v) require the Company to take or omit any action.

14.7. Neither the Company nor any Person, for whom it may be vicariously liable, is or has been
engaged in any prosecution, litigation, arbitration proceedings or administrative or governmental
investigation or challenge as plaintiff, defendant, and third party or in any other capacity. There
are no such matters pending or, to the best knowledge of the Founders, threatened in respect of
which verbal or written communication has been given or received by or against the Company.
There are no facts or disputes which may or might give rise to any such matters.

14.8. There is no allegation or complaint or report that the Business has been conducted otherwise
than in accordance with Applicable Law.

14.9. There are no investigations pending or to the best of Company’s knowledge threatened in respect
of the Company by any Governmental Authority.

14.10. The Company is not subject to any order, waiver, declaration, exemption or Notice granted or
issued by any governmental, administrative or regulatory body.

14.11. The Company is not involved in any dispute, whether as claimant or defendant, involving more
than INR 25,00,000 (Indian Rupees Twenty Five Lakhs only) individually, or which has or is
likely to have a Material Adverse Effect on the Business and/or its Assets.

14.12. There is no litigation, arbitration, administrative or criminal proceedings, pending, threatened or

expected, involving the Company or any past or present directors, officers or employees of the
Company where the amount Claimed by or against the Company is, or is likely to be, more than

59
 INR 25,00,000 (Indian Rupees Twenty Five Lakhs only) individually, or the proceedings have
had or are likely to have a Material Adverse Effect on the Business of the Company.

14.13. There is no order or direction of any court, tribunal, governmental or statutory authority made
and currently in force against the Company.

14.14. No court, tribunal, governmental or statutory authority has issued any judgment, order,
injunction, or decree, which has or is likely to have a Material Adverse Effect on the Business
and/or Company’s Assets.

14.15. There is no undertaking in existence given by the Company to any court or governmental agency
or other authority.

14.16. Neither the Company nor the Founders have committed:

(i) any criminal or unlawful act;

(ii) any breach of fiduciary obligation under Applicable Law; or

(iii) any material breach of contract or statutory duty or any tortious act which could entitle
any third party to terminate any contract / agreement to which the Company is a party,
or which could have a Material Adverse Effect on the Company or the Business.

14.17. The Company is not a “United States real property holding corporation” as defined in Section
897(c)(2) of the Code (a “USRPHC”) and has not been a USRPHC during the five-year period
ending on the Closing Date.

14.18. The Company has adequate systems in place to ensure compliance with Applicable Laws.

15. LPA related representation

15.1. Export. The Company represents that it does not engage in activities prohibited to persons
subject to the jurisdiction of the United States by the United States Trading with the Enemy Act
of 1917, as amended, or the United States International Emergency Economic Powers Act of
1977, as amended, or the regulations promulgated under either such Act. The Company further
represents that it does not, and is not expected to, conduct operations from or do business directly
or indirectly in or with Cuba, Northern Ireland, Myanmar, Iran, or Sudan and agrees to inform
the Investors if this status should change.

15.2. Munitions. The Company represents that it does not engage in the manufacture, production,
acquisition, development, use, or testing of any weapon or explosive device, nuclear or otherwise
(collectively “Munitions”), and that the transaction(s) contemplated hereby will not facilitate,
assist, encourage or induce the Company, or any other person or entity, in the manufacture,
production, development, acquisition use or testing of any Munitions. In addition, the Company
covenants not to control any Munitions.

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16. Governmental Approvals

16.1. The Company possesses all mandatory approvals required under Applicable Law for the conduct
of or operation of its Business and activities as currently conducted or for ownership of its
Assets. The Company is not required to obtain any approvals that are otherwise required for the
Business or ownership or operations of its Assets. The Company has performed all its obligations
under each approval and is in compliance with all conditions in each such approval. No event
has occurred or condition or state of facts exists which constitutes or, after notice or lapse of
time or both, would constitute a breach or default under, or which would allow revocation or
termination of, any such approval. Neither the Company nor any Founder has received notice of
cancellation, default or dispute concerning or amendment or modification of any such approval.
All such approvals as are required to carry on the Business shall subsist after the Closing Date
subject to their terms.

17. Insurance

17.1. All insurable risks in respect of the Business and Assets of the Company are covered by such
insurance policies and the types and amounts of coverage provided therein are (i) usual and
customary in the context of the Business and the operations of the Company; and (ii) sufficient
so as to comply with the requirement of the governmental approvals, or under Applicable Law
or contract, including contracts with customers. There is no Claim by the Company, other than
in the Ordinary Course of Business pending under any of such policies.

18. Proprietary Rights

18.1. The Company owns all Proprietary Rights, internet domain names, confidential information
used by the Company without any Claims or Encumbrances of any manner. All Proprietary
Rights are validly assigned or registered in the name of the Company. The Company has used
all Proprietary Rights assigned to it within 1 (one) year from such assignment.

18.2. The Company to its best knowledge does not infringe nor is it alleged that the Company infringes
or wrongfully uses any confidential information or Proprietary Rights.

18.3. The Company does not carry on Business under any name other than its corporate name.

18.4. No one has been licensed, authorized, or permitted by the Company to use a name incorporating
all or part of the names of the Company or any Business names.

18.5. The Company owns and is in the possession and control of original copies of all manuals, guides,
instruction books and technical documents (including any corrections and updates) required for
effective operation of the hardware and software.

18.6. The Company has appropriate disaster recovery systems in place in respect of hardware and
software used in its Business.

18.7. There are no current, pending or to the best of Company’s knowledge threatened actions being
brought by the Company against the third parties or by any third party against the Company for
infringement of Proprietary Rights, passing-off, misuse of confidential information or breach of

61
 confidentiality and no such Claims have been settled by giving any undertaking which remains
in force.

18.8. The Company does not believe it is or will be necessary to use any inventions of any of its
employees made prior to their employment by the Company.

18.9. No claims have been made or threatened by present employees or ex-employees of the Company
under any statutory inventor compensation provision, or like employee compensation provision,
in any jurisdiction.

18.10. The Company is not in default under any licence, sub licence or assignment granted to it in
respect of any Proprietary Rights used in relation to its Business.

18.11. Where information of a confidential nature has been developed or acquired by the Company for
the purposes of its Business prior to the date hereof, such information (except insofar as it has
fallen into the public domain through no fault of the Company) has been kept strictly confidential
and has not been disclosed otherwise than subject to an obligation of confidentiality being
imposed on the Person to whom the information was disclosed. The Company is not aware of
any breach of such confidentiality obligations by any third party.

19. Records and Corporate Matters

19.1. All accounts, books, ledgers, and financial and all other records of the Company:

(i) have been fully and properly maintained and contain complete and accurate records
in all material respects of all the matters required to be entered in them by Applicable
Law;

(ii) do not contain or reflect any material inaccuracies or discrepancies;

(iii) give a true and fair view in all material respects of the trading transactions, state of
affairs, results, financial and contractual position and Assets and liabilities of the
Company;

(iv) have been prepared in accordance with applicable accounting standards in the place
of incorporation of the Company; and

(v) are in the possession (either by itself or through its registered agent) and unqualified
Control of the Company.

19.2. Accurate and up to date copies of the Memorandum and Articles or other constituent documents
of the Company are in the possession of the Company (either by itself or through its registered
agent), and have been provided to the Investors, or its advisers or other representatives.

19.3. Meetings of Board and Shareholders. The Company has complied with and are complying
with all requirements of the Act and the relevant charter documents for validly conducting the
meetings of the Board and its members, and have duly reflected the proceedings of the meetings
in the respective minutes.

62
19.4. All documents required to be filed with any governmental regulatory body under any Applicable
Law have been duly filed, without delay, and without any liability in the event of the delay.

19.5. The statutory registers and books including the minute books and register of members of the
Company has been properly and accurately maintained in accordance with Applicable Law and
written up to date in all respects and contain full and accurate records, including of existing
Shareholders (whether legal or beneficial owners) and Directors of the Company, of all
resolutions passed by the Directors and the Shareholders of the Company, and all issuances and
Transfer of Shares or other securities of the Company.

20. Taxation

20.1. The accounts contain provisions adequate to cover Taxes for or in respect of the Company for
all periods up to the date of execution of the Agreement. No additional or other Taxes are or will
be payable (whether on, before or after Closing) by the Company in respect of periods prior to
Closing Date.

20.2. The Company is not subject to any Tax audit or investigation or Tax Claims or liabilities. The
Company has no Notice of any Tax disputes or other liabilities of Taxes in respect of which a
Claim has been made or Notice has been issued against the Company and to the best knowledge
of the Company no circumstances exist which may give rise to such Claims or Notice.

20.3. No additional liability for Tax has accrued to the Company otherwise than as a result of trading
activities in the Ordinary Course of Business.

20.4. The Company has deducted all Taxes required to be deducted from any payments made by it
and has duly made all filings, if any in relation to such deductions.

20.5. There are no material outstanding adjustments for Tax purposes applicable to the Company
required as a result of changes in methods of accounting.

20.6. All Taxes which have been or deemed to have been assessed or imposed on the Company, or
have been required to be withheld from any payment made by the Company to another Person:

(i) which are due and payable, have been paid by the final date for payment by the
Company; and

(ii) which are not yet payable but become payable before Closing, are set apart to be paid
by the due date.

20.7. All particulars given to any taxation authority in connection with or affecting any application for
any ruling, consent or clearance on behalf of the Company fully and accurately disclose all facts
and circumstances material for the decision of the Taxation authority. Each ruling, consent or
clearance is valid and effective. Each transaction for which that ruling, consent or clearance had
previously been obtained has been carried into effect in accordance with the terms of the relevant
application, ruling, consent or clearance.

20.8. All necessary information, Notices, computations and returns have been properly and duly
submitted by the Company to each relevant taxation authority in respect of Taxes for or in respect

63
 of the Company for all periods up to the Closing Date. There is no unresolved correspondence
or dispute with any taxation authority in relation to an alleged breach of Applicable Law. Neither
any Taxation authority nor any other fiscal authority has at any time carried out or at present
conducting any investigation into all or any part of the Business or affairs of the Company. The
Company and the Founders are not aware of any reason owing to which any such investigation
would be initiated.

20.9. The Company maintains and has retained in all material respects for the period required by
Applicable Law:

(i) accurate records of all Assets for Taxation purposes;

(ii) without limiting the generality of the foregoing, accurate records of all information
relating to those Assets for Taxation purposes; and

(iii) all other records that the Company is required to maintain under Applicable Law
relating to Taxes.

20.10. The Company is not a party to any transaction or arrangement existing at the time of signing of
the Agreement, which is not of an arm’s length nature or not made in connection with its
Business. The Company has maintained all documentation necessary to identify the terms of
such transactions.

20.11. All stamp duty and other similar Tax payable in respect of every contract, agreement or
transactions to which the Company is or has been a party, or by which the Company derives, has
derived or will derive a substantial benefit, have been duly paid. No contract or agreement is
unstamped or insufficiently stamped. No event has occurred as a result of which any duty has
become payable, from which the Company may have obtained relief.

20.12. The Company has obtained registration under the Central Goods and Services Tax Act, 2017.

20.13. The Company has not made any investments in mutual funds or shares which are capable of
earning exempt income. The Company has utilized the term loan amounts for its day to day
operations and not for acquiring any asset. Income Computation and Disclosure Standards do
not have any impact on computation of taxable income of the Company.

20.14. The Company has not entered into nor has it ever been a party to any transaction, scheme or
arrangement which was entered into solely with a view to avoid any actual or potential Tax
liability.

20.15. All reliefs and Tax benefits are validly and properly claimed and are supported with adequate
documentation and to the best knowledge of the Company, there are no circumstances in
existence which may cause the disallowance in whole or part of any such relief or benefit at any
time.

64
21. Financial Statements

21.1. True, correct and complete copies of the audited financial statements for the financial year ended
March 31, 2019, and unaudited annual financial statements for the period ended September 30,
2019, and details of the aggregate contingent liabilities of the Company (whether or not disclosed
in such financial statements) have been provided to the Investors (collectively, the “Delivered
Financial Statements”).

21.2. The Delivered Financial Statements have been prepared in accordance with the Applicable Law
and applicable accounting standards:

(i) show a true and fair view in all material respects of the Assets and liabilities and of
the state of affairs, financial position and results of the Company;

(ii) show a true and fair view in all material respects of the profit or loss of the Company;

(iii) are not affected by any abnormal or extraordinary item;

(iv) take account of all gains and losses, whether realised or realisable, arising from
foreign currency transactions and on translation of foreign currency financial
statements;

(v) include reserves and provisions for taxation that are sufficient to cover all Tax
liabilities of the Company;

(vi) provide for all liabilities for long service leave and annual leave entitlements;

(vii) provide for all other liabilities (whether quantified, contingent or otherwise) of the
Company; and

(viii) give full particulars in the notes of all contingent liabilities and commitments and any
other liabilities which cannot be quantified.

21.3. Trade Debts

(i) The receivables owing from trade debtors included in the audited accounts owed to
the Company have realised or will be realised in the Ordinary Course of Business (but
in respect of each debt, no later than 90 (ninety) days after it first arose).

(ii) Each receivable (other than those due from trade debtors) shown as an asset of the
Company in the audited accounts represent bona fide sales made in Ordinary Course
of Business.

(iii) The receivables owing from trade debtors owed to the Company at the Closing Date
(other than debts included in the audited accounts) will be realised within 90 (ninety)
days of the date of invoice.

(iv) Each receivable (other than those due from trade debtors) shown as an asset of the
Company in the Delivered Financial Statements is a valid and subsisting debt and the

65
 Company will realise the nominal amount of the debt (and all interest and other
charges payable) in accordance with its terms.

(v) The receivables (other than those owing from trade debtors) owed to the Company at
the Closing Date be realised within 90 (ninety) days of the date of invoice.

(vi) No receivable owed to the Company has been written down or written off.

21.4. The profits or losses of the Company shown in the accounts have not, to any material extent,
resulted from:

(i) inconsistencies of accounting practices;

(ii) the inclusion of abnormal or extraordinary items of income or expenditure;

(iii) transactions entered into other than on normal commercial terms; or

(iv) any other factors rendering the profits or losses for all or any of those periods
abnormally high or low.

21.5. Each of the following is true and reflected in the accounts:

(i) Redundant, obsolete, excessive and slow moving inventories of the Company have
been written off or written down to an amount not greater than their net realisable
value in the Ordinary Course of Business.

(ii) The basis of valuation for inventories as set out in the accounts has remained
substantially the same in respect of the commencement and end of each of the
accounting periods of the Company from the Company’s date of incorporation.

(iii) The rate of depreciation applied to each item of property, plant and equipment has
been consistently applied over previous accounting periods of the Company.

(iv) The value attributed to each fixed asset of the Company does not exceed its current
market value.

21.6. The Company has not or is not engaged in financing of a type which is not required to be shown
or reflected in the audited accounts.

21.7. The Company has established and maintains, adheres to and enforces a system of internal
accounting controls that are effective in providing assurance regarding the reliability,
completeness and accuracy of financial reporting and the preparation of the Delivered Financial
Statements in accordance with Applicable Law consistently applied without any changes in
accounting policies.

21.8. There is no set off arrangement between the Company and any other Person.

21.9. All accounts and notes receivable of the Company have arisen from bona fide transactions in the
Ordinary Course of Business and are payable on ordinary trade terms.

66
21.10. The Company has not borrowed any amounts from any persons other than its members.

21.11. All books and records of the Company that are material including statutory registers and books
including the minute books and register of members, directors, charges, interested directors
financial, corporate, operations, sales, books of accounts, purchase records, list of major clients
and service providers/suppliers, and all other documents, files, records, correspondence,
financial or otherwise have been property accurately kept, written up to date, maintained and
updated in all respects and such updated books and records have been delivered or made
available to each of the Investors. All such books and records fairly and correctly set out and
disclose the status of affairs, business, practices and financial position of the Company in
accordance with the Applicable Laws and all financial matters have been accurately recorded in
such books and records. There is no fact which has been concealed or omitted from the books
and records, which may, or be reasonably construed to, have a material adverse effect. The
statutory registers and books including the minute books and register of members, directors,
charges, interested directors and all other registers and books of the Company as prescribed
under Applicable Law have been properly and accurately maintained and written up to date in
all respects and contain full and accurate records in accordance with Applicable Law.

21.12. The Company does not have any obligations or liabilities of any nature or any financial
indebtedness or other transaction having the commercial effect of a borrowing (whether accrued,
absolute, contingent, secured, unsecured or otherwise), other than as stated in the Delivered
Financial Statements.

21.13. Except as set forth in the Delivered Financial Statements, the Company has no material liabilities
or obligations, contingent or otherwise, other than (i) liabilities incurred in the Ordinary Course
of Business subsequent to March 31, 2019; (ii) obligations under contracts and commitments
incurred in the Ordinary Course of Business; and (iii) liabilities and obligations of a type or
nature not required under the Applicable Law to be reflected in the Delivered Financial
Statements. All information having a material impact have been provided for the purpose of due
diligence and no material misstatement of financial information, undisclosed liabilities and
potential write-offs exists.

21.14. Since March 31, 2019:

(a) there has been no material adverse change in the financial position of the Company;

(b) the Business of the Company has been carried on in the Ordinary Course of Business;

(c) There has not been any Material Adverse Effect or an event of default under any
agreement to which the Company is a party, or any change, event, development,
condition, circumstance or state of facts that, individually or in the aggregate, was or
is likely to be a Material Adverse Effect or an event of default under any agreement
to which the Company is a party;

(d) The Company has adequately provided for all amounts (including Taxes) that should
have been accounted for or reserved by it in accordance with GAAP and IND AS;

67
 (e) there are no plans that may affect the carrying value or classification of Assets and
liabilities of the Company;

(f) there has not been any waiver by the Company of a valuable right or of a material
debt owed to it;

(g) no loan has been given by the Company to any Person except for trade credits to its
customers in the Ordinary Course of Business;

(h) there are no events that have occurred or matter been discovered which may require
adjustment to the accounts delivered to the Investors; and

(i) it has not incurred any additional borrowings or incurred any other Indebtedness.

22. Related Party Transactions

22.1. The Company, or the Founders with respect to the Company, have no transactions with any
Related Party other than on arm’s length basis and all transactions entered into by the Company
with Related Parties are in compliance with Applicable Laws (including the Act). All past and
present commitments, obligations and liabilities pertaining to transactions between the Company
and any Founder, officer, director, or any other Related Party are set forth in the Disclosure
Schedule. The Company is not indebted, directly or indirectly, to any Related Party, other than
in connection with expenses or advances of expenses incurred in the Ordinary Course of
Business or employee relocation expenses and for other customary employee benefits made
generally available to all employees. No Related Party has any (i) material commercial,
industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of
the Company’s customers, suppliers, service providers, joint venture partners, or licensees or (ii)
financial interest in any material contract with the Company.

22.2. There exist no guarantees or other similar commitments given by the Company for the
performance of obligations of any of the Founders.

23. Property

23.1. The properties set out in the Disclosure Schedule comprise the leasehold premises, used and/or
occupied by the Company as on date (“Properties”).

23.2. Other than the Properties, the Company does not own or lease any immovable property.

23.3. The Company has a valid freehold or leasehold or licensed interest, as the case may be, in the
Properties. The Properties are fully maintained in good repair and are currently used by the
Company and no part of any Properties is leased, sub-leased or licensed, as the case may be, to
a third party. To the best of the Company’s knowledge, there are no circumstances which could
adversely affect the present use of the Properties by the Company.

23.4. The Properties are not subject of any official complaint or Notice of violation of any applicable
zoning, building or other Applicable Law and no such violation is known to exist. To the best of
the Company’s knowledge, there exist no restrictions of any nature with regard to the use or
occupancy, which is likely to preclude or impair the use and occupancy of the Properties,

68
 including installations and improvements thereon, for the purpose of existing Business of the
Company.

23.5. The lease and/or leave and license agreements in respect of the Properties used by the Company
are presently in force, adequately stamped and are registered and are valid and binding.

23.6. The Company has not received a Notice of termination in relation to the lease and/or leave and
license agreements in respect of any of the Properties.

23.7. The Properties are not subject to the payment of any outgoings nor is the Company actually or
contingently liable to pay any sums in relation to any of the Properties other than the usual rates
and taxes, maintenance expenses and, in the case of leaseholds, rent, insurance rent and service
charge.

24. Information Technology Matters

24.1. The use of the computer systems by the Company and/or the Founders does not infringe the
Proprietary Rights of any third party. The Company has exclusive control of the operation of the
Company’s computer systems and of the storage, processing and retrieval of all data stored on
the Company’s computer systems and any Proprietary Rights in such data are owned solely by
it.

24.2. All the records and systems (including but not limited to computer systems) and all data and
information relating to the Company are recorded, stored, maintained or operated or otherwise
held by the Company and are not wholly or partly dependent on any facilities which are not
under the exclusive ownership or control of the Company.

24.3. The Company is licensed to use all software necessary to enable it to continue to use its
computerised records for the foreseeable future in the same manner in which they have been
used prior to the date of this Agreement and does not share any user rights in respect of such
software with any other Person.

24.4. The Company’s information technology systems have not failed and the data which they process
has not been corrupted. To the best of Company’s knowledge, the Company’s information
technology systems do not contain viruses, bugs or things which distort their proper functioning,
permit unauthorised access or disable them without the consent of the user.

24.5. The Company is in compliance with the Information Technology Act, 2000, and the rules framed
thereunder (“IT Act”). There are no existing or prior claims, enquiries or notices against the
Company for violation of the IT Act or the rules and regulations formulated thereunder.

69
25. Ethical Practices

25.1. The Company, their respective employees, agents and their consultants and each other person
acting for, or on behalf of, the Company, has complied with the United Kingdom Bribery Act,
2010 (the “UKBA”), FCPA, Prevention of Corruption Act, 1988 (the “PCA”) and all other
Applicable Laws regarding illegal payments and gratuities (collectively with the UKBA, PCA
and the FCPA referred as the “Improper Payment Laws”). The Founders and/or the Company,
are not under investigation with respect to and have not been given notice of, any violation of
any Improper Payment Laws applicable to the Business of the Company, as presently conducted
or as has been conducted.

25.2. Neither the Company nor any of the Company’s directors, officers, employees or agents have,
directly or indirectly, made, offered, promised or authorized any payment or gift of any money
or anything of value to or for the benefit of any “foreign official” (as such term is defined in
FCPA), foreign political party or official thereof or candidate for foreign political office for the
purpose of (i) influencing any official act or decision of such official, party or candidate, (ii)
inducing such official, party or candidate to use his, her or its influence to affect any act or
decision of a foreign governmental authority, or (iii) securing any improper advantage, in the
case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining
or retaining business for or with, or directing business to, any person.

25.3. Neither the Company nor any officer, director, agent or employee purporting to act on behalf of
the Company or any other related party has at any time, directly or indirectly:

(i) made, provided or paid any unlawful contributions, gifts, entertainment or other unlawful
expenses to any candidate for political office, or failed to disclose fully any such
contributions in violation of any Applicable Law;

(ii) made any payment to any local, state, federal or any other type of governmental officer or
official, or other person charged with similar public or quasi-public duties, other than
payments required or allowed by Applicable Law (including without limitation, the FCPA,
as amended);

(iii) made any payment to any agent, employee, officer or director of any entity with which the
Company or any other related party does business for the purpose of influencing such agent,
employee, officer or director to do business with the Company or any Related Party;

(iv) engaged in any transaction, maintained any bank account or used any corporate fund, except
for transactions, bank accounts and funds which have been and are reflected in the normally
maintained books and records of the Company and/or any other related party;

(v) violated any provision of the FCPA, as amended;

(vi) violated any provision of the UKBA, as amended;

(vii) violated any provision of PCA, as amended; or

(viii) made any payment in the nature of criminal bribery or any other unlawful payment.

70
25.4. Neither the Company nor any of its directors, officers, employees or agents have made or
authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of
funds or received or retained any funds in violation of any law, rule or regulation.

25.5. Neither the Company, or to the Company’s knowledge, any of its officers, directors or employees
are the subject of any allegation, voluntary disclosure, investigation, prosecution, or other
enforcement action related to the FCPA or any other anti-corruption law (collectively,
“Enforcement Action”)

26. Environment Matters

26.1. The Company has complied and is in compliance with all applicable environmental laws and
has obtained and is in compliance with all applicable environmental permits. No notice of
violation, notification of liability or request for information has been received by the Company,
and no litigation is pending or to the knowledge of the Company or the Founders threatened by
any Person involving the Company relating to or arising out of any environmental law. No order
has been issued, no penalty or fine has been assessed involving the Company relating to or
arising out of any environmental law.

26.2. Neither the Company nor to the knowledge of the Company or the Founders any other Person
has caused or taken any action that could reasonably be expected to result in any liability or
obligation relating to (a) the environmental conditions at, on, above, under, or about any
Properties or assets currently or formerly owned, leased, operated or used by the Company or
any predecessors in interest, or (b) the past or present use, management, handling, transport,
treatment, generation, storage, disposal, release or threatened release of hazardous substances.

26.3. No construction or capital expenditure is required in respect of the properties and assets of the
Company in order to comply with any environmental law.

26.4. The projections and forecasts in the business plan and the Budget make full provision for the
costs of compliance by the group with all environmental law of which the Founders or the
Company are aware (including any environmental law which the Founders or the Company
know is scheduled to come into force during the period covered by the business plan and the
Budget).

26.5. So far as the Founders and Company are aware, each Group Company has complied with, and
continues to comply with, environmental law.

27. Independent Warranties

27.1. For avoidance of doubt, the foregoing Warranties shall be separate and independent, and save
as expressly provided shall not be limited by reference to any other Clause or anything in this
Agreement or its Annexures or Schedules.

71
 SCHEDULE 9: LIMITATION ON LIABILITY

1. Limitations on Quantum

The liability of the Indemnifying Party in respect of any Claim:

1.1 shall not arise unless and until the amount of such Claim exceeds 0.1% (One tenth
percentage) of the total amount received by the Company pursuant to issuance of Series
I CCPS as per this Agreement and Deeds of Accession (in which case the liability of the
Indemnifying Party shall be limited to the excess over 0.1% (One tenth percentage) of
the total amount received by the Company pursuant to issuance of Series I CCPS as per
this Agreement and Deeds of Accession);

1.2 shall not arise unless and until the amount of all Claims for which it would, in the absence
of this provision, be liable exceeds 1% (One percent) of the total amount received by the
Company pursuant to issuance of Series I CCPS as per this Agreement and Deeds of
Accession, in which case the liability of the Indemnifying Party shall be the full amount
of all such Claims; and

1.3 shall not (when aggregated with the amount of all other Claims and including all legal
and other professional fees and expenses payable by the Indemnifying Party in respect of
all such Claims), save for Claims in connection with or arising out of any fraud, gross
negligence or wilful misconduct by the Founders or the Company, exceed the
Subscription Amount.

2. Time Limits

The Indemnifying Party shall not be liable in respect of any Claim unless written notice containing
full details of such Claim is given by or on behalf of the Indemnified Party to the Indemnifying
Party:

2.1 in the case of a Claim under the Agreement (other than the Tax Warranties and
Fundamental Warranties), by no later than 30 (thirty) months from the Closing Date;

2.2 in the case of a Claim under the Tax Warranties, by no later than 7 (seven) years from
the Closing Date.

The Indemnifying Party shall be liable in respect of any Claim under the Fundamental Warranties
regardless of when the Claim is brought.

3. Taxation

The Indemnifying Party shall not be liable for any Claim to the extent that:

3.1 the Claim arises or is increased as a result of any change in the rates of Taxation, any
imposition of Taxation or any change in the practice of the relevant Governmental
Authority, in each case announced or becoming effective (whether or not retrospectively)
on or after the Closing Date; or

3.2 the Claim arises as a result of any changes made after the Closing Date in the accounting
bases, policies, practices or treatment of the Company undertaken in accordance with
Applicable Laws.

4. Allowances, Provisions or Reserves

The Indemnifying Party shall not be liable for any Claim to the extent that allowance, provision
or reserve has been made in the Accounts for the matter giving rise to such Claim.

72
5. Contingent Liability

The Indemnifying Party shall not be liable for any Claim based upon a liability which is contingent
unless and until such contingent liability becomes an actual liability.

6. Retrospective Legislation

The Indemnifying Party shall not be liable for any Claim to the extent that the liability arises or is
increased as a result of any legislation not in force as on the Closing Date.

7. Voluntary Acts or Omissions

The Indemnifying Party shall not be liable for any Claim arising or increased directly as a result
of any voluntary act or omission of an Indemnified Party after the Execution Date or a breach of
this Agreement or any Transaction Document by the Indemnified Party in any manner whatsoever.

8. Duty to Mitigate

The Indemnified Party shall procure that all reasonable steps are taken to mitigate any loss or
damage which it may suffer as a result of a breach by the Indemnifying Party of this Agreement
or as a result of any fact, matter, event or circumstance giving rise to a Claim.

9. Loss Otherwise Compensated

The Indemnifying Party shall not be liable for any Claim to the extent that:

9.1 the matter giving rise to such Claim has been made good or is otherwise compensated for
without loss to the Indemnified Party; or

9.2 the Claim is recovered under any insurance policy.

10. Third Party Claim

10.1 Where an Indemnified Party has received Notice of any Claim or becomes aware of any
matter which may result in a Claim from any other Person (“Third Party Claim”), such
Indemnified Person shall within 30 (thirty) days of receiving such Notice or becoming
aware of any Third Party Claim, give written notice of such Third Party Claim to the
Indemnifying Party in reasonable detail in light of the circumstances then known to the
Indemnified Party (“Third Party Claim Notice”); provided that the failure of such
Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its
obligations under Clause 5 of the Agreement.

10.2 Upon receipt of the Third Party Claim Notice, the Indemnifying Party shall be obligated
to undertake necessary legal actions to defend the Claim or take such action as may be
best suitable in the circumstances with counsel reasonably satisfactory to the Indemnified
Party, at such Indemnifying Party’s sole expense. Notwithstanding the foregoing, the
Indemnified Party may, (i) at its own expense, retain separate counsel to participate in
such defence or any negotiations or settlement thereunder or (ii) in the event the
Indemnifying Party fails to assume such defense within the period set out in paragraph
8.3(i) below, the Indemnified Party may assume the defense or compromise such Third
Party Claim by itself, in which case: (a) the Indemnifying Party shall remain liable for
the costs and expenses of such Third Party Claim including all court costs and payment
of any interim amounts; (b) the Indemnified Party shall have the right to contest, settle,
compromise or otherwise dispose of such Third Party Claim without the consent of the
Indemnifying Party.

10.3 The Indemnifying Party shall make the indemnity payment in cash (or such other manner
agreed in writing between the Indemnified Party and Indemnifying Party) to the

73
 Indemnified Party upon occurrence of earlier of the following: (i) the Indemnifying Party
failing to assume defence within 10 (ten) days from the receipt of the Third Party Claim
Notice or such other period within which such defense ought to be assumed to comply
with requirements mandated by the third party claimant’s notice (where the third party
claimant is a Governmental Authority) or otherwise as required under Applicable Law;
or (ii) the Indemnifying Party having assumed the defence of the Third Party Claim,
where a payment obligation under a Third Party Claim becomes due and payable
including pursuant to a judgement, order by any Governmental Authority or arbitral
award, in each case, which is not subject to any stay or other legal suspension or
postponement, or a settlement or compromise having been consummated. Provided
however that during the process of defense of the Third Party Claim, if the Indemnified
Party is required to incur any costs/expenses (including but not limited to pursuant to a
notice from any Governmental Authority or interim order passed by a court of law
requiring the payment of whole or in part of the Third Party Claim), the Indemnifying
Party shall immediately upon receipt of a notice from the Indemnified Party in this regard,
remit the said amounts to the Indemnified Party, subject to receipt of documents
evidencing such amounts being payable, or otherwise discharge such Third Party Claim
(as per the instructions of the Indemnified Party),

10.4 The Indemnifying Party agrees that it will not, without the prior written consent of the
Indemnified Party: (i) make any payment to the relevant third party; (ii) consent to the
entry of any judgment; (iii) enter into any settlement, with respect to any such Third Party
Claim; and /or (iv) make any filings or written submission, whether independently or in
response to any request or requirement to make such submission with any other third
party including a Governmental Authority, with respect to the Third Party Claim.

11. No Double Recovery

11.1 The Indemnifying Party shall not be liable in respect of any Claim if and to the extent
that the Loss in respect of such Claim has been recovered by the Indemnified Party under
another Claim made pursuant to this Agreement.

11.2 The Indemnified Party shall not be entitled to recover more than once in respect of the
same matter on which any Claim is based.

Signature Pages Follow

74
IN WITNESS WHEREOF, each of the aforenamed Parties have signed and executed this Agreement, and all
the original copies hereto, on the date first above written.

For MIH India Food Holdings B.V.

___________________________________

Name: Roger Rabalais

Title: Authorised Signatory

[The remainder of this page has been intentionally left blank]

Signature page to the Share Subscription Agreement entered between the Company, Founders, Naspers, Wellington and
MTDP.

Doc ID: c719b27d84e862a5e1f9ff602c9581f81144e1de

 ANNEXURE A: DISCLOSURE SCHEDULE

The Founders and the Company make the following specific disclosures constituting exceptions to the
Warranties set out in SCHEDULE 8.

These disclosures are made by reference to the Warranties in respect of which the disclosure is made.
Each disclosure made hereunder shall qualify and be an exception to the particular Warranty against
which such disclosure has been made under this Disclosure Schedule. Unless otherwise defined, all
capitalized terms used in this Annexure shall have the same meaning assigned to them in this
Agreement.

This Disclosure Schedule may be replaced by an updated Disclosure Schedule as per Clause 6.4 of the
Agreement and shall be incorporated herein by reference as Annexure A to this Agreement.

Clause Disclosure
2.1, The Company has filed applications for registration under the relevant Shops and
12.1, Establishments acts, for the following locations and is pending approval from the relevant
12.3, labour authorities:
16.1
x 2nd floor, 201 National Corporate Park G.E. Road, Raipur – 492001
x Shop No. 211, 2nd Floor, Lake Plaza, Opp. Nehru Stadium, Fatorda, Margao -
403602
x Shop no 205, Opp Busy Bee school, Desterro, Vasco Da Gama, Goa.
x Shop No. 3 to 10 Akurdi district centre Ploty No.35 and 36 Pimpri Chinchwad New
town Nigdi, Pune-411044

The Company is in the process of obtaining the registration under the relevant Shops and
Establishments acts for the locations enumerated in Exhibit 1 herein.

The Company has filed application for registration under the Food Safety and Standards
Act, 2006, for the following locations and is pending approval from the relevant authorities:

x NO. 1, PID No.019-M0021-21, 3rd Floor, Kalpana Chawla Road, Bhoopasandra,

Hebbal, Bengaluru 560 094
x C/o. Hno: 7-1-621/260-A & B, SR Nagar, Hyderabad
x Door.No.11-14-8/A,11-14-8/B, 3rd Floor,Survey no:9/1, Saroornagar, LB Nagar,
Rangareddy (Dt), Hyderabad

4.2, As on the Execution Date, the Board and shareholders of the Company have approved
4.3, 52,789 (fifty two thousand seven hundred and eighty nine) Equity Shares as stock options
4.4, to be granted to deserving employees. Of these, 48,312 (forty-eight thousand three hundred
4.8, and twelve) stock options have been granted to 1193 (one thousand one hundred and
11.8 ninety-three) employees, by way of grant letters issued to such employees.

Pursuant to commercial discussions with all shareholders, the employee stock option pool
was agreed to be expanded to 67,289 (sixty seven thousand two hundred and eighty nine)
stock options prior to issuance of Series I CCPS, however, the Company has not
undertaken the requisite corporate secretarial processes and the same will be completed
 post issuance of Series I CCPS. Accordingly, Parts B, and C of Schedule 4 reflect the
commercially agreed employee stock option pool of the Company as on each of the
relevant dates.

As on the Execution Date, Sriharsha Majety has been granted a right to subscribe to 49,159
(forty nine thousand one hundred and fifty nine) Equity Shares, pursuant to the conditions
laid down in the Shareholders’ Agreement.

4.11 Srisharsha Majety and Lakshmi Nandan Reddy Obul transferred 1,375 (one thousand
three hundred and seventy five) and 625 (six hundred and twenty five) shares respectively,
to Rahul Jaimini on October 08, 2014 at face value per share, which was, at the time, INR
10 (Rupees Ten) per share.

7.1, 7.7 The Company has availed credit facilities from banks/financial institutions pursuant to
which certain encumbrances have been created on the assets of the Company, the details of
which are as follows:

(a) The Company has availed overdraft facility from HDFC Bank upto a limit of INR
135,000,000 (Rupees one hundred and thirty five million only) against which pledge has
been created on mutual fund investments of even value held by the Company;

(b) The Company has availed Central Travel Account Credit Card facilities from HDFC
Bank in relation to which charge has been created over its fixed deposits valued to INR
20,000,000 (Rupees twenty million only) held with HDFC Bank;

(c) The Company has availed term loan of INR 950,000,000 (Rupees nine hundred and fifty
million only) from HDFC Bank against which charge has been created over its fixed
deposits valued to INR 570,000,000 (Rupees five hundred and seventy million only) held
with HDFC Bank; and

(d) The Company has availed overdraft facility from ICICI Bank upto a limit of INR
47,500,000 (Rupees forty seven million five hundred thousand only) against which pledge
has been created on fixed deposits valued to INR 50,000,000 (Rupees fifty million only)
held by the Company.

7.5 The Founders and the Company have provided indemnities (i) to all or some of SAIF
Partners India V Limited, Accel India IV (Mauritius) Limited, Norwest Venture Partners
VII-A-Mauritius, Apoletto Asia Limited, Harmony Partners (Mauritius) Ltd., RB
Investments Pte Ltd., Bessemer India Capital Holdings II Limited., Naspers Ventures B.V.,
MIH India Food Holdings B.V. Inspired Elite Investments Limited, DST Euroasia V B.V.,
Coatue PE Asia XI LLC, DST Investments Asia I Ltd., Tencent Cloud Europe B.V., HH
BTPL Holdings II Pte. Ltd., and Hadley Harbor Master Investors (Cayman) II L.P., as
relevant, under the share subscription agreements dated February 05, 2015, May 26, 2015,
December 14, 2015, March 30, 2016, August 26, 2016, May 23, 2017, January 05, 2018
January 19, 2018, June 08, 2018 and December 20, 2018.

7.8 The Company has paid approximately INR 486,587,167 (Rupees four hundred and eighty
six million five hundred and eighty seven thousand one hundred and sixty seven only) as
security deposit to third parties / individuals, for the premises leased or licensed by it at
 different locations listed under the ‘List of Properties’ enumerated in Exhibit 2 herein.

7.13 Pursuant to the Company’s business model, the participant restaurants/merchants raise
invoices directly with the customers who place orders on the Swiggy website or mobile app.
The Company, in turn, raises invoices on the participant restaurants/merchants, in order to
collect the fees payable to it by the participant restaurants/merchants.

8.4, The Company receives non-material complaints related to the service provided by it. Such
8.5 complaints are received either directly by the Company's customer care team or are posted
on its social media pages.
10.4(iv The Company acts as a service provider for all restaurant participants registered with the
) Company and has made a commitment to them to provide delivery services based on the
contracts executed with them.
10.17 The Company is in the process of reconciling and refunding the excess money received
from customers or participant restaurants, pursuant to cancelled orders. The amount of
pending refunds does not exceed INR 1,000,000 (Rupees one million only).
11.1, The Company sources personnel on a contract basis from Accord Teleservices Private
11.21(ii Limited, Spnn Business Services Private Limited, Megha Bhaskar Kadge (Resource
i) Capital), CareerNet Technologies Pvt. Ltd, CIEL HR Services Private Limited, E Hiro
Global Solutions Pvt Ltd, Mandip Kaur (Executive Scouters), ManpowerGroup Services
Ind Pvt Ltd, Netambit Value First Services Pvt Ltd, Peoplestrong Hr Service Pvt Ltd, and
Wenger & Watson Inc.

14.6 1. Recovery suit against Gramin Restaurant preferred before the City Civil & Sessions
(iii), Judge at Bangalore for recovery of Rs.324,960/- (Rupees three hundred and twenty four
14.10 thousand nine hundred and sixty only) along with 18% interest p.a.

2. Private Complaint Report and proceedings under Section 138 of the Negotiable
Instruments Act against ESARES for failure to refund deposit as per the lease deed and
make payment due to bounced cheques, respectively.

3. Private Complaint Report and proceedings under Section 138 of the Negotiable
Instruments Act against Chandu Kumar for failure to honour the cheques issued by him
to us.

4. Under Section 138 of the Negotiable Instruments Act against Rishu Srivastav for failure
to honour the cheques issued by her to us.

5. PF commissioner has ordered that Special allowance, Convenience and Medical should
be considered along with the basic wage for arriving at the PF contribution hence
ordered to remit 1,75,81,007 through online unified portal. Hence appeal filed against
the said order.

6. Kannav Madnani is aggrieved by the order dated 13.12.2018 whereby charge has not
been framed under Section 307 filed Cr Revision petition before High Court Delhi.

7. Certain delivery partners vandalised a restaurant named ‘Delhi-19’, at Delhi. The

restaurant owner has initiated criminal case against these persons and we are made one
of the parties in this case.

8. Kannav Madnani filed Cr Revision before Session Court against order dated
22.06.2019 passed by ld. MM Court Saket
9. Sub-divisional magistrate had ordered sweets on Swiggy and the PDP had tampered
the package and consumed the food and delivered the tampered food. SDM has initiated
proceedings on Swiggy

10. Ajith M. A. v. Swiggy – Customer alleges failure of refund of a missed out item by
Swiggy. (Consumer case)

11. Amit v. BTPL – Customer alleges non delivery of food ordered on Swiggy Platform
and failure of refund. (Consumer case)

12. Praveen Jain v. BTPL – Case related to IP infringement wherein IP violation is alleged
on Swiggy for listing an infringing restaurant on the platform. (Intellectual Property)

13. Kakas Hospitality v. Kake ka hotel and others - Case related to IP infringement wherein
IP violation is alleged on Swiggy for listing an infringing restaurant on the platform.
(Intellectual Property).

14. Abhijeet Das v. Haldirams and Anr. – The complainant ordered Haldiram sweet on our
platform and the same was charged excessive. On delivery, the complainant found out
that he has been overcharged and the Customer support did not provide positive support
and no refund was given by Swiggy. (Consumer case)

15. N. S. Srivastav v. BTPL– PDP assaulted and abused the customer. (Consumer case)

16. Manish Agarwal – PDP has misbehaved with the customer on call while delivering the
food. (Consumer case)

17. Vidhya Thakur v. BTPL and others – Notice copy received. It is property dispute
between the Plaintiffs and there is no prayer or cause of action against Swiggy.

18. Abhishek Garg v. BTPL – Allegation of GST being wrongly charged on MRP.
(Consumer case)

19. Gurpreet Singh v. BTPL- Allegation is that customer/complainant received non-veg

food instead of veg. Hence consumer complaint.

20. Vijay Gopal v. BTPL- Allegation are that the customer was charged with packaging
charges. (Consumer case)

21. Vibhour Sharma v.BTPL- Allegations are that Customer/Complainant received rotten
food. Hence complaint (Consumer case).

22. Vikas Garg v. BTPL- Customer/ Complainant alleged non delivery of the food
(Consumer case)

23. M Murali Kumar Reddy- Customer alleged wrong calculation of GST (consumer case)

24. Suresh Chandra Srivastava v. BTPL & Ors- Allegation is that customer/complainant
received nonveg instead of veg. Hence consumer complaint.

25. Sanpreet v. BTPL- Customer alleges receiving of rotten food. Hence consumer
complaint
 26. Pradeep KU v. BTPL- Customer alleged delivery of nonveg food instead of veg food.
(Consumer case)

27. Atul Dixit v. BTPL- Customer alleged delivery of nonveg food instead of veg food.
(Consumer case)

28. Pankaj Munday v. BTPL- Allegations are that food was spilled at the time of delivery
and delivery partner was under the influence of liquor. (Consumer Complaint)

29. Kajal v. BTPL & ors- Allegations are charging of packaging charges over the ordered
product (Consumer case)

30. Mayank Agarwal v. BTPL- Customer alleged delivery of nonveg food instead of veg
food. (Consumer case).

31. Assistant PF Commissioner V. BTPL- Assistant PF Commissioner Bangalore has

directed to register the delivery partners under EPF Act.

32. Kevin Chandra Patel v. Swiggy- Documents of the case are yet to be received.

33. Sujeet Saini v. Swiggy- Labour complaint filed by a delivery partner for recovery of an
amount of Rs 3,00,000 in terms of Minimum Wages Act.

34. Anil Kumar v. Swiggy- Labour complaint filed by a delivery partner for recovery of an
amount of Rs 3,00,000 in terms of Minimum Wages Act.

35. Pankaj Kumar v. Swiggy- Labour complaint filed by a delivery partner for recovery of
an amount of Rs 3,00,000 in terms of Minimum Wages Act.

36. Sushant v. Swiggy Labour complaint filed by a delivery partner for recovery of an
amount of Rs 3,00,000 in terms of Minimum Wages Act.

37. Akhil Raikwar v. Labour complaint filed by a delivery partner for recovery of an
amount of Rs 3,00,000 in terms of Minimum Wages Act.

38. Nazim Khan v. Swiggy- Labour complaint filed by a delivery partner for recovery of
an amount of Rs 3,00,000 in terms of Minimum Wages Act.

39. Pankaj Meharban v. Swiggy- Labour complaint filed by a delivery partner for recovery
of an amount of Rs 3,00,000 in terms of Minimum Wages Act.

40. Ankur Sharma v. Swiggy Labour complaint filed by a delivery partner for recovery of
an amount of Rs 3,00,000 in terms of Minimum Wages Act.

41. Vinod v. BTPL- Delivery Partner has approached labour commissioner for suspension
of unfair grounds.

42. Sunil Kumar Singh v. Swiggy- Delivery Partner is alleging benefits under Employees
State Insurance Act.

18.1, The Company operates its online platform under the brand name “Swiggy” and its kitchen
18.3 operations under the brand name “The Bowl Company”. The Company has filed the
following applications for registration of trademarks:
Application No. Classes Applied for Status
 3078340 39 “SWIGGY” Registered
2773664 43 “Swiggy” Registered

3078323 39, 43 Registered

3077443 39, 43 Registered

3547458 29 Registered
3547459 30 Registered
3547460 32 Registered

3547461 43 Opposed*

3772941 29 Registered
3772942 30 Registered
3772943 32 Registered

3772944 43 Registered

* Please note that the same was opposed and in terms of proceedings, pleadings have been
completed and the matter is pending for hearing.

18.4 Participant restaurants are authorized to use the brand name “Swiggy” for advertising
purposes. The “pick-up and delivery partners” of the Company are also authorized to wear
shirts and carry bags bearing the “Swiggy” logo on them.
14.4 There have been instances of delayed payments amounting to less than INR 5,000,000
(Rupees five million only) towards statutory dues and taxes as on date of this Disclosure
Letter.

Nature Amount (INR)

Interest on GST 1,000,000
Interest on TDS 1,212,000
Provident Fund (PF) 2,253,397*
Employees State Insurance (ESI) 476,239
Grand Total 4,941,636

* Note: Please note that the delayed payments with respect to Provident Fund is due to
wrong or partial information provided by the personnel

21.2(i) The Company is in the process of collecting receivables (to the extent not already written
off/ provided for in the books of accounts) amounting not more than INR 1,000,000,000
(Rupees one billion only) as on November 30, 2019 as detailed below:

Amount
Sl. No. Party
(in INR Mn)
1 Amazonpay
14.54
2 Axis UPI
46.99
3 Freecharge
0.66
4 Hdfc
61.14
5 Lazypay
22.34
6 Mobikwik
2.28
7 Paytmapi
59.14
8 Payu
33.73
9 Phonepe
31.33
10 Razorpay
41.71
11 Sodexo
42.15
12 Upi
12.03
13 Icici Bank Ltd
7.21
14 Hdfc Bank Limited
18.93
15 American Express Banking Corp
1.36
16 Interactive Avenues Pvt Ltd.
0.10
17 Groupm Media India Private Limited.
3.54
18 Paisabazaar Marketing And Consulting Private Ltd
0.91
19 Consumer Links Marketing Private Limited
2.22
20 Kotak Mahindra Bank Limited
1.31
21 Pivotroots Digital Private Limited
15.34
22 Google India Pvt. Ltd
0.24
23 Dreamplug Technologies Private Limited
0.53
24 Axis Bank Limited
9.12
25 TLG India Private Limited
0.55
26 Groupm Media India Pvt. Ltd.
6.13
27 Haystack Marketing Services Pvt. Ltd
0.25
28 Knab Finance Advisors Pvt Ltd
0.22
29 Auburn Digital Solutions
0.18
30 Primemover Mobility Technologies Private Limited
0.27
31 Mediacom Communications Private Limited
0.89
32 Mediaedge Cia India Pvt Ltd, Wavemaker Interaction
5.31
33 ITC Foods Division
3.67
34 IndusInd Bank Ltd
0.17
35 The Brand Window
2.44
36 Yes Bank Ltd, Credit Cards
0.55
37 Convonix Systems Pvt. Ltd
1.81
38 Adomantra Digital India Pvt Ltd
0.21
39 Beehive Communications Private Limited
0.59
40 Adslate India Private Limited
0.05
41 Au Small Finance Bank Limited
0.17
42 Carousel Receivable
164.09
43 Burger King
153.97
44 Dominos
141.47
45 The French Loaf
1.12
46 Maa Bhook Lagi
0.74
47 Barbeque Delight
0.70
48 The Paratha Mantra
0.69
49 Leon Grill
0.62
50 Mealstree
0.38
51 Shweta Restaurant
0.32
 52 Bundar
0.31
53 Mughal Treat
0.30
54 Vasudev Adigas
0.29
55 Bahar Cafe
0.26
56 Parathe Ki Potli
0.24
57 KS Bakers
0.24
58 The Paratha Company
0.21
59 Ministry of Pizza
0.20
60 Stoner
0.19
61 Himalaya
0.19
62 Kaaram
0.19
63 Haldiram's Prabhuji
0.18
64 fodfy.com
0.18
65 Other receivables
67.56
Total Receivable
986.95

14.6, On November 28, 2019, Directorate General of Goods & Services Tax Intelligence
14.8, (“DGGSTI”) commenced inspection of records of the Company with respect to delivery
20.2, partner sourcing, on-boarding and payment especially arrangement with one delivery
20.8 partner on-boarding and engagement vendor, “Greenfinch Technologies Management P.
Ltd.”. On November 29, 2019, DGGSTI alleged incorrect input tax credit claimed by
Company on invoices of INR 280,000,000 (Rupees two hundred and eighty million only)
in relation to the aforementioned vendor. On November 30, 2019, Company deposited INR
150,000,000 (Rupees one hundred and fifty million only) under protest with DGGSTI and
also filed a letter vide email with respect to the facts with the Additional Director General.
Currently, multiple employees have been summoned by DGGSTI for recording their
statements while such matter is progressing.