Swiggy

Pioneers of high-frequency hyperlocal commerce categories driven by an innovation-led culture.

A consistently growing network of users.

Rising user engagement on its platform.

"Swiggy" brand delivered through a unified app with consistent user experience.

A preferred choice for restaurant partners, merchant partners, brand partners and delivery partners.

Its platform has created strong network effects driven by its wide user and partner base.

An experienced professional management team and high standards of governance.

The company has incurred net losses in each year since incorporation and have negative cash flows from operations. If the company is unable to generate adequate revenue growth and manage its expenses and cash flows, the company may continue to incur significant losses.

If the company fails to retain its existing user base or fails to acquire new users in a cost-effective manner, its business, financial condition and results of operations could be adversely affected.

Attracting and retaining delivery partners is critical to its business, and failures to do so in a cost-effective way may have an adverse effect on its business, financial condition and results of operations.

If the company fails to retain its existing or acquire additional restaurant partners, merchant partners and brand partners in a cost-effective manner, its business, financial condition and results of operations could be adversely affected. Further, if partners on its platform try to pass on increased operating costs to users, users may decrease the frequency with which they interact on its platform and order volumes on the company platform may decline.

Managing its Dark Stores is critical to the company Quick Commerce business and failures to do so in a cost-effective way may have an adverse effect on its business, financial condition and results of operations.

Managing its warehouses is critical to the company Supply Chain and Distribution business and failures to do so in a cost-effective way may have an adverse effect on its business, financial condition and results of operations.

The company faces intense competition across the markets its serve and if the company is unable to compete effectively, its business, financial condition and results of operations would be adversely affected.

If the company restaurant partners and merchant partners fails to timely identify or effectively respond to changing user preferences and spending patterns or provide high-quality food and products, user engagement on its platform could be negatively affected, the demand for food and products provided on the company platform could decrease, and its revenue and results of operations may decline.

The uninterrupted functioning of its technology platform is essential to the company`s business. Systems failures and resulting interruptions in the availability of its website, mobile application or platform could adversely affect its business, financial condition and results of operations.

Any actual or perceived cybersecurity, data or privacy breach could interrupt its operations and adversely affect the company reputation, brand, business, financial condition and results of operations.

The "Swiggy" brand, the trademark of which is owned by the Company, is critical to its ability to acquires new users and grow its business. If the company is not able to maintain its brand or reputation its operations could materially and adversely affect user acceptance of its platform and the company operations.

The company has limited experience in operating its business at its current scale, scope, and complexity. In a rapidly evolving market and economic environment, its failure to operate the company business successfully could adversely impact the company.

Its funding requirements and proposed deployment of Net Proceeds of the Offer are based on management estimates and have not been independently appraised by a bank or a financial institution and if there are any delays or cost overruns, its business, financial condition and results of operations may be adversely affected.

If restaurant partners and merchant partners fails to ensure the hygiene, quality, quantity and weight of food and products, as applicable, provided on its platform, the company`s business, financial condition and results of operations could be adversely affected.

The company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer and the costs to be incurred in relation to such Objects are based on the quotations received from the vendors or estimates of the management.

The company is yet to identify the exact locations or properties for the setting up Dark Stores, for which the company intend to utilise the amount from Net Proceeds.

Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

The Company will not receive any proceeds from the Offer for Sale portion amounting to Rs.[*] million, and the Selling Shareholders shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by them in the Offer for Sale.

A significant portion of its Net Proceeds, being [*]% of its Net Proceeds, is being utilised towards the object of brand marketing and business promotion expenses for enhancing the brand awareness and visibility of its platform, across its segments. There is no assurance that the company will be successful in increasing its brand visibility as a result of these initiatives.

If the company is unable to make strategic acquisitions, investments or alliances, or successfully integrate them with its business, the company`s business, results of operations and financial condition could be adversely affected. Additionally, if its Net Proceeds to be utilised towards inorganic growth through unidentified acquisitions are insufficient for the cost of its proposed inorganic acquisition, its may have to seek alternative forms of funding.

The company propose to deploy the Net Proceeds of the Offer over a period of four fiscals, from Fiscal 2025 till Fiscal 2028. Accordingly, the implementation of the Objects of the Offer may be delayed.

Its Material Subsidiary, Scootsy, shall have to procure the government approvals and registrations required for setting up Dark Stores in the ordinary course of business, in accordance with the Objects of the Offer.

There is a lack of specificity around one of the Objects of the Offer and the company has not specifically earmarked the use of the Net Proceeds under the head of the Objects of the Offer.

Its audit report has a qualification in the Companies (Auditor`s Report) Order 2020 with respect to a loans provided to the company subsidiaries.

The company operates a convenience platform, and amounts paid for food and products ordered through its platform are passed through to restaurant partners and merchant partners.

The wide variety of payment methods that the company accept subjects it to third-party payment processing-related risks. In addition, its allow users to pay for deliveries or services through its platform using cash, which raises operational concerns.

There are pending litigations against the Company, Subsidiaries and certain of its Directors. Any adverse decision in such proceedings may render it/ them liable to liabilities/ penalties and may adversely affect its business, cash flows and reputation.

The company does not have exclusive arrangements with its delivery partners, merchant partners, brand partners and almost all its restaurant partners and they may prioritize the services of the company competitors or not renew their contracts with it which could have an adverse impact on its operations.

The online hyperlocal industries in India are in relatively early stages of growth and if these markets does not continue to grow, grow slower than the company expect, or fails to grow as large as the company expect, its business, financial condition and results of operations could be adversely affected.

The company`s success depends on the continuing efforts of its Key Managerial Personnel and Senior Management Personnel as well as its ability to recruit new talent. If the company fails to hire, retain or motivate its employees, maintain the company culture and the company values as its grow, its business may suffer.

The company relies on many third-party providers in connection with its business operations and the company depends on the interoperability of its platform across third-party applications and services that the company does not control.

Failures to deal effectively with any fraudulent transactions and illegal activity by users, restaurant partners, merchant partners, brand partners, delivery partners, other third-party service providers and its employees could harm the company`s business and reputation and expose it to liability.

Its may not be able to prevent others from unauthorised use of the company intellectual property, which could harm its business and competitive position.

If the company does not continue to innovate and further develop its platform or the company offerings or the company is not able to keep pace with technological developments, its may not remain competitive and the company`s business, financial condition and results of operations could be adversely affected.

The company operates in a market which has traditional preference for home-cooked food and faces supply-side constraints in terms of restaurant network, affordable pricing and diverse culinary options. Continued existence of such preference and supply constraints could limit its business growth.

If the company does not obtain, renew, or maintain the statutory and regulatory permits and approvals required to operate its business, it could have a material adverse effect on the company`s business.

The company operations are subject to the Prevention of Money Laundering Act, 2002, ("PMLA"), and any non-compliance with the requirements under the PMLA may lead to adverse outcomes on the Company.

If the company restaurant partners and merchant partners sell fake or counterfeit products on its platform, or impersonate other brands, the company reputation, business, financial condition and results of operations could be adversely affected.

Its Material Subsidiary, Scootsy, has incurred losses in the past and if it continues to incur losses, the company may be required to continue providing financial support to it which may adversely affect its consolidated results of operations and financial condition.

The company failures to provide high-quality support services to its users and partner-network could adversely impact the company operations.

The company depends on mobile operating systems for its operations and any changes to their terms and conditions could impact its operations.

There have been certain instances of delays in payment of statutory dues by the Company in the past. Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company`s business, financial condition, results of operation and cash flows.

Its Dark Stores and warehouses could be subject to fraud or theft which could adversely affect the company reputation, financial condition and results of operations.

The company has contingent liabilities, and its financial condition could be adversely affected if any of these contingent liabilities materialise.

The company has entered, and will continue to enter into, related party transactions that may potentially involve conflicts of interest.

Its inability to collect receivables and default in payment from the company users and partners could result in adversely affecting its business cash flows.

Seasonality, occasions and holidays may cause fluctuations in its sales and results of operations.

The company Directors, Key Managerial Personnel and Senior Management Personnel have interests in the Company in addition to their remuneration and reimbursement of expenses.

Majority of its Directors does not have prior experience of holding a directorship in a company listed on the Stock Exchanges which may subject it to adverse regulatory actions if the company is not able to comply with applicable laws, resulting in an impact on the price of its Equity Shares.

The company has issued specified securities during the preceding twelve months at a price which may be below the Offer Price.

If the company cannot maintain the company culture and its values as the company grow, its business and competitive position may be harmed.

The company may not be able to renew leases or control rent increases at its existing offices, Dark Stores and warehouses at reasonable terms which could have a material impact on its operations and results of operations.

Its may requires additional capital to support the growth of the company`s business and this capital might not be available on acceptable terms, if at all.

The company relies primarily on third-party insurance policies to insure its operations -related risks. If the company insurance coverage is insufficient for the needs of its business or the company`s insurance providers are unable to meet their obligations, its may not be able to mitigate the risks facing the company`s business, which could adversely affect its business, financial condition, and results of operations.

Some aspects of its platforms include open source software, and the company use of open source software could negatively affect its business, results of operations, cash flows, financial condition, and prospects.

Certain sections of this Updated Draft Red Herring Prospectus-I contain information from the Redseer Report which has been exclusively commissioned and paid for by it in relation to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks.

Its online marketing services/listings or reviews may constitute internet advertisement, which subjects it to laws, rules, and regulations applicable to advertising.

Grant of ESOPs under its Employee Stock Option Plans may result in a charge to the company profit and loss account and, to that extent, affect its financial condition.

The company track certain operational and non-GAAP metrics with internal systems and tools and does not independently verify such metrics. Certain of its operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect its business and reputation.