(vii) Provision and contingencies
The recognition and measurement of other provisions arebased on the assessment of the probability of an outflowof resources, and on past experience and circumstancesknown at the reporting date. The actual outflow ofresources at a future date may therefore, vary from theamount included in other provisions.
(viii) Share based payments
Estimating fair value for share based payment requiresdetermination of the most appropriate valuation model.The estimate also requires determination of the mostappropriate inputs to the valuation model including theexpected life of the option, volatility and dividend yieldand making assumptions about them. The assumptionsand models used for estimating fair value for share basedpayments transactions are discussed in Note 30 "Sharebased payments".
(ix) Leases
In determining whether an arrangement is, or contains alease is based on the substance of the arrangement at theinception of the lease. The arrangement is, or contains, alease date if fulfilment of the arrangement is dependent onthe use of a specific asset or assets and the arrangementconveys a right to use the asset, even if that right is notexplicitly specified in the arrangement.
(x) Operating cycle
Based on the time involved between acquisition of assetsfor processing and their realisation in cash and cashequivalents, the Company has identified twelve monthsas its operating cycle for determining current and non¬current classification of assets and liabilities in the balancesheet, accordingly assets and liabilities which are expectedto realise within a period of twelve months are treatedas current and beyond twelve months are treated asnon current.
x. Recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies newstandards or amendments to the existing standards underCompanies (Indian Accounting Standards) Rules as issuedfrom time to time. For the year ended March 31, 2026,MCA has notified amendments to Ind AS 21 The Effects ofChanges in Foreign Exchange Rates, Ind AS 1 Presentationof Financial Statements. Futher, MCA has notified Ind AS118 Presentation and Disclosure in Financial Statementswhich is applicable w.e.f April 1, 2027. The Companyhas reviewed the new pronouncements and based on itsevaluation has determined that it does not have any impactin its financial statements.
4 Leases
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of timein exchange for consideration.
Company as a lessee
The Company's lease asset classes primarily consist of leases for premises and leasehold improvements. The Companyassesses whether a contract contains a lease, at inception of a contract. To assess whether a contract conveys the right tocontrol the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset
(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and
(iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognizes a right-of-use asset ("ROU") and a corresponding leaseliability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-termleases) and low value leases.
For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight¬line basis over the term of the lease. The Company has not recognised any short term leases.
Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term. ROU assetsand lease liabilities includes these options when it is reasonably certain that they will be exercised.
The ROU are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any prepaid leaseplus any initial direct costs. They are subsequently measured at cost less accumulated depreciation.
ROU assets are depreciated from the commencement date on a straight-line basis over the lease term.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease paymentsare discounted using the incremental borrowing rate of the company. Lease liabilities are re-measured with a correspondingadjustment to the related right of use asset if the Company changes its assessment on whether it will exercise an extension ora termination option.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments of INR 213.36 Millions(March 31,2025: INR 151.86 Millions) have been classified as cash flow generated from financing activity.
(b) Terms/rights attached to equity shares and preference sharesRights, preferences and restrictions attached to equity shares
The Company has issued equity share, having a par value of INR 2/- per share. Every member holding equity shares thereinshall have voting rights in proportion to their share of the paid up equity share capital. The holder of the equity shares shall beentitled to dividend as and when declared by the Company in proportion to the number of shares held. In the event of liquidationof the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution ofall preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
** As per Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, thetrustees of Groww Employee Welfare Trust, shall not vote in respect of the shares held by the trust.
Rights, preferences and restrictions attached to Class A equity shares
The holders of the Class A Equity Shares shall have the same rights, privileges, limitations, and restrictions pari-passu withthe holder of Equity Shares and shall enjoy all other rights such as bonus shares, rights shares etc. which the holders of EquityShares are entitled to subject to the voting rights.
Class A Equity Shareholders shall carry such voting rights such that all Class A Equity Shares, shall in aggregate, entitle theholders of all Class A Equity Shares, to voting rights (rounded down to the nearest whole number) equal to 81% (eighty onepercent) of all issued and outstanding Equity Shares, Class A Equity Shares and cumulative compulsory preference shares, onan as-if converted basis.
The aggregate voting rights of all Class A Equity Shares held by a holder of Class A Equity Shares shall automatically, withoutany further action, stand reduced to 0 (zero) votes, such that the relevant Class A Equity Shares shall not have any voting rights,immediately upon the earlier of, (a) the date of Transfer of any Class A Equity Shares to any Person by a holder of Class A EquityShares; (b) the date on which such holder of Class A Equity Shares ceases providing services to the Company or any of itssubsidiaries as an officer, Director or employee; or (c) the date of death or permanent incapacity of any individual registered asa holder of Class A Equity Shares.
Pursuant to the provisions of Companies Act, 2013, and other applicable rules framed thereunder, the Articles of Associationof the company and approval of Board and Shareholders at its meeting held on February 20, 2025 and March 04, 2025respectively and receipt of the approval from Competition Commission of India (CCI) on April 01,2025, differential voting rightsattached to Class A Equity Shares, held by Lalit Keshre, Harsh Jain, Neeraj Singh and Ishan Bansal has been dissolved andextinguished. Subsequently, new Equity Shares have been issued in lieu of the cancelled Class A Equity Shares and shall rankpari-passu in all respects with the existing Equity Shares of the Company.
12 Equity Share capital (Contd.)
Rights, preferences end restrictions attached to preference shares
Series A-1, A-2, A-3, A-4, B, C-1, C-2, D, E, F Compulsorily convertible preference shares
Any Series A-1, Series A-2, Series A-3, Series A-4, Series B, Series C-1, Series C-2, Series D, Series E and Series F compulsorilyconvertible preference shares (collectively referred to as "Preference Shares"), issued by the Company, if not converted at anytime prior to 20 (Twenty) years from the date of issuance of the same, shall automatically convert into Equity Shares on the(a) latest permissible date prior to the issue of Shares to the public in connection with the occurrence of an Initial Public Offer(IPO) under Applicable Law; or (b) day immediately preceding the completion of 20 (Twenty) years from the date of issuanceof the same.
The Preference Shareholders of the Company for their action or consideration at any meeting of Shareholders of the Company,each holder of outstanding Preference Shares shall be entitled to cast the number of votes equal to the number of Equity Sharesinto which the Preference Shares held by such holder are convertible as of the record date for determining Shareholders entitledto vote on such matter.
Any of the rights, powers, preferences and other terms of a series of Preference Shares may be waived on behalf of all holdersof such series of Preference Shares by the affirmative written consent or vote of the holders of atleast a majority of shares ofsuch series of Preference Shares then outstanding.
Each Preference Share is issued at a preferential dividend rate of 0.00001% (Zero point Zero Zero Zero Zero One percent) perannum. The Dividend is non-cumulative and shall not accrue whether or not paid. The Dividend shall be due only when declaredby the Board in compliance with Applicable Law.
The holders of the Preference Shares shall have conversion rights as follows (the "Conversion Rights") -
Each share of Preference Shares shall be convertible, at the option of the holder thereof, at any time and from time to time,and without the payment of additional consideration by the holder thereof, into such number of fully paid Equity Shares as isdetermined by dividing the applicable Original Issue Price by the applicable Preferred Conversion Price (as defined below) ineffect at the time of conversion. Each such initial Preferred Conversion Price, and the rate at which Preference Shares may beconverted into Equity Shares, shall be subject to adjustment for Diluting Issues, Share Splits and Consolidations, other dividendsand distributions, merger or reorganisations.
Mandatory conversion:
Upon either (a) prior to the filing of red herring prospectus in connection with an IPO, or (b) the vote or written consent of theRequisite Holders and, for conversion of any series of the Preference Shares, the vote or written consent, of the holders of atleast majority of the outstanding shares of such series of the Preference Shares as required under Applicable Law, voting as aseparate class (such date of filing of the red herring prospectus or the date and time specified in such vote or written consentis referred to herein as the "Mandatory Conversion Time"), then (i) all outstanding Preference Shares shall automatically beconverted into Equity Shares, at the then effective conversion rate as calculated pursuant to Part B(a)(i)A of Schedule 5 and(ii) such shares may not be reissued by the Company.
Bonus Compulsorily Convertible Preference Shares
Pursuant to the board meeting dated January 29, 2025 and special resolution passed by the shareholders in the extraordinarygeneral meeting held on February 21,2025 and as per the terms accepted by the shareholders, the consent of the Board wasaccorded on April 03, 2025 to allot 36,563,061 (Thirty-six million five hundred and sixty-three thousand and sixty-one) fullypaid-up Compulsorily Convertible Preference Shares ("Bonus CCPS") of INR 10/- each by capitilasation of securities premiumaccount be distributed as fully paid-up Bonus CCPS in the ratio of 1:10 i.e. 1 Bonus CCPS for every 10 existing Equity shares/Class A Equity shares of nominal value INR 10/- each, whose name appear in the register of members of the Company as ofJanuary 29, 2025. The allottee shareholders are classified as Class A Bonus CCPS and Class B Bonus CCPS for the purpse ofsaid allotment.
The Bonus CCPS are issued at non-cumulative preferential dividend rate of 0.00001% (zero point zero zero zero zero onepercent) per annum. In addition to the same, if the holders of equity shares are paid a dividend in excess of 0.00001% (zeropoint zero zero zero zero one percent) the holders of the Bonus CCPS shall be entitied to dividend at such higher rate. In theevent that the Board delcares any dividend for the relevant year and shall be paid to the holders of each of Series A1, A2, A3,A4, B, C1, C2, D, E and F 0.00001 % Compulsorily Convertible Preference Shares ("CCPS") in priority to other classes of sharesof the Company, including the Bonus CCPS. Bonus CCPS shall have pari-passu rights with equity shares issued to the Companyinvestors (in case of Bonus CCPS issued to Investors) or equity shares issued to other shareholders (in case of Bonus CCPSissued to equity shareholders that are not Investors) in accordance with the prevailing shareholders agreement of the Company.
The holders of Bonus CCPS shall be entitled to receive notice and attend all meetings of the Shareholders of the Company andwill be entitled to such voting rights on an as if converted basis, as may be premissible under applicable Law, assuming at alltimes that each Bonus CCPS shall covert at such ratio as prescribed below:
(a) Each Bonus CCPS shall be convertible into equity shares corresponding 1 (one) Equity share ("Default Bonus Conversion Ratio").
(b) However, the shareholders will have the ability to opt for a different conversion ratio based on the achivement of theMilestone, whereby each Bonus CCPS shall be convertible into equity shares corresponding to either of:
(i) 1.85 (one point eight five) equity shares ("Milestone Achievement Ratio"); or (ii) 0.6 (zero point six) equity shares ("Milestone
Non-Achievement Ratio") (such option, the "Milestone Based Option").
All holders of equity shares and Class A equity shares who have not elected for the milestone based option or notified theCompany, in accordance with the notification requirement and whose Bonus CCPS will be subject to the default bonus coversionratio, will be referred to as the "Class A Bonus CCPS Holders". All holders of Bonus CCPS who have elected for the Milestonebased option and whose Bonus CCPS will be subject to either the milestone achievement ratio or non-milestone achievementratio, will be referred to as the "Class B Bonus CCPS Holder".
The Board of Directors vide board meeting dated May 21,2025 have approved the conversion of 28,724,280 Bonus CCPS ofRs. 10/- (Rupees ten only) each held by Class B Bonus CCPS holders into 265,699,591 Equity shares of Rs. 2/- (Rupees Twoonly) each in the milestone achievement ratio opted by the Class B Bonus CCPS holders. Subsequently, 265,699,591 Equityshares of Rs. 2/- (Rupees Two only) each have been allotted.
The Board of Directors vide board meeting dated September 29, 2025 have approved the conversion of 44,189,983 CCPS(Series A-E) of Rs. 10/- (Rupees ten only) to equity shares in the ratio of 1:82.5 and 43,775,067 CCPS (Series F & Class ABonus CCPS) into equity shares in the ratio of 1:5. Subsequently, 3,864,548,946 Equity shares of Rs. 2/- (Rupees Two only)each have been allotted.
1. The Company has issued bonus shares during the year ended March 31,2023 without payment being received in cash in theratio 1:609. Pursuant to the merger approved by NCLT, 67,988,395 bonus equity shares of the Company held by Groww Inc,USA stand cancelled.
2. The Company has issued bonus shares during the year ended March 31,2025 without payment being received in cash in theratio 1:14. On July 31, 2024 the board has approved the issuance of bonus shares to the holders of the Equity Shares andClass A Equity Shares of the Company by allotment of 14 equity shares for every 1 equity share and Class A equity share heldin the Company. Further, the adjustments on issue of bonus shares as aforesaid shall also be made to the outstanding optionsgranted to the option holders of the Company.
3. The Company has issued bonus CCPS shares to the existing Equity shareholders/ Class A during the year ended March 31,2026 without payment being received in cash in the ratio 1:10. On April 03, 2025, 36,563,061 fully paid-up CompulsorilyConvertible Preference Shares alloted for every 10 existing Equity shares/Class A Equity shares. The allottee shareholders areclassified as Class A Bonus CCPS and Class B Bonus CCPS for the purpse of said allotment.
(f) Other Notes:
1. During the year ended March 31,2026, the Company has allotted 1,000 equity shares of face value of Rs 2/- (Rupees Two Only)each and 35,936,286 Series F compulsorily convertible preference shares of face value of Rs 10/- (Rupees Ten Only) each.
2. During the year ended March 31, 2026, the Company has completed an initial public offering (IPO) of 663,230,051 equityshares with a face value of INR 2 each at an issue price of INR 100/- per share, comprising fresh issue of 106,000,000 sharesand an offer for sale of 557,230,051 shares. The Company's equity shares were listed on the National Stock exchange of IndiaLimited (NSE) and BSE Limited (BSE) on November 12, 2025.
Nature and purpose of reserves
(i) Retained earnings:
The cumulative gain or loss arising from the operations which is retained by the Company is recognised and accumulated underthe heading "Retained Earnings". At the end of the year, the profit (loss) after tax is transferred from the statement of profit andloss to retained earnings.
(ii) Securities premium:
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purpose inaccordance with the provisions of the Companies Act.
(iii) Share options outstanding account:
It represents fair value of the employee stock option plan. These option are issued by the Company to the employees of theCompany and its subsidiary companies. (Refer note 30)
(iv) Other comprehensive income
It represents gain or loss recognised on investment in equity instruments measured at fair value through OCI.
25 Employee benefit obligationsDefined Contribution Plan
Contribution are made to Provident fund in India for employees. The contributions are made to registered Provident fundadministered by the Government. The expenses recognised during the period towards defined contribution plan is INR 22.45for the year ended March 31,2026 (INR 22.62 for the year ended March 31,2025).
Defined benefit plans
The Company provides for gratuity for employees in India as per the Code on Social Security 2020. Employees who arein continuous service for a period of 5 years and fixed term employees who has rendered service under the contract for
25 Employee benefit obligations (Contd.)
the period of 1 year are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employeeslast drawn wage per month computed proportionately for 15 days salary multiplied for the number of years of service.The defined benefit obligation is unfunded.
On November 21,2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the IndustrialRelations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code,2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQsto enable assessment of the financial impact due to changes in regulations. The Company has assessed and recorded theincremental impact of these changes amounting to INR 13.52 million.
26 Financial instruments - Fair values and risk management
A. Accounting classifications and fair values
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniquesas follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly(i.e. as prices) or indirectly (i.e. derived from prices)
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levelsin the fair value hierarchy
B. Valuation technique used to determine fair values
Specific valuation technique to value financial instruments like:
i. Use of quoted market prices for financial instruments traded in active markets.
ii. Comparable company multiple/discounted cash flow analysis for other financial instruments.
iii. The fair values for financial assets and liabilities other than investments are disclosed at their carrying value as their carryingamounts are a reasonable approximation of the fair values.
C. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
(i) Credit risk;
(ii) Liquidity risk
(iii) Market risk; and
(iv) Price Risk
Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's riskmanagement framework. The Company's risk management policies are established to identify and analyse the risks faced bythe Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policiesand systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, throughits training and management standards and procedures, aims to maintain a disciplined and constructive control environmentin which all employees understand their roles and obligations.
i. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet itscontractual obligations, and arises principally from the Company's receivables from customers. Credit risk arises from cash heldwith banks and financial institutions, as well as credit exposure to clients, including trade receivable. The maximum exposure tocredit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to preventlosses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financialposition, past experience and other factors.
26 Financial instruments - Fair values and risk management (Contd.)
Cash and cash equivalents
Credit risk on cash and cash equivalents and other bank balances is limited as the Company generally invests in deposits withbanks and financial institutions with high credit ratings assigned by domestic credit rating agencies.
Trade Receivables and Other receivables
The Company applies the Ind AS 109 simplified approach to measure expected credit losses which uses a lifetime expectedloss allowance (ECL) for all trade receivables.
The application of a simplified approach does not require the Company to track changes in credit risk. Rather, it recognisesimpairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
Trade and other receivables from related parties are evaluated separately, considering the nature of the relationship, historicalsettlement patterns, financial strength of the counterparty, and management's ability and intent to settle the balances.
The Company does not recognise any expected credit loss provision on related party receivables where:
The amounts are recoverable on demand or settled regularly;
There is no history of defaults or delays in settlement;
The related party has sufficient financial capacity to meet its obligations;
There is no significant increase in credit risk since initial recognition; and
There are no adverse business, legal, or economic indicators impacting recoverability.
Based on the above assessment and management judgment, the credit risk on such related party receivables is consideredinsignificant, and hence Lifetime ECL is assessed as nil at the reporting date.
The Company continues to monitor these receivables on an ongoing basis and will recognise impairment losses if credit riskindicators emerge in future periods.
ii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilitiesthat are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as faras possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions,without incurring unacceptable losses or risking damage to the Company's reputation.
The Company's principal sources of liquidity are cash and cash equivalents, and the cash flow that is generated from operationsThe Company has managed its liquidity and working capital requirements through cash generated from operations and throughintermittent short term borrowings. The Company has sufficient short term fund based lines, which provides healthy liquidityand these carry highest credit quality rating from reputed credit rating agency, hence no liquidity risk is perceived.
iii. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market risk comprises of three types of risks: interest rate risk, price risk and currency risk. Financial instrumentsaffected by market risk includes trade receivable/payable, other financial assets and liabilities. The Company is not exposed toany significant market risks.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changesin market interest rates. The interest rate risk can also impact the provision for retiral benefits. The Company generally investsin fixed rate deposits, commercial papers, non covertible debentures, etc and therefore not subject to interest rate risk, sinceneither the carrying amount nor the future cash flows will fluctuate because of change in the market interest rates. The Companyis not exposed to significant interest rate risk as at the respective reporting dates.
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreignexchange rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies otherthan Indian Rupee.
iv. Price Risk
The Company invests in debt and hybrid mutual fund schemes of leading fund houses. Such investments are susceptible tomarket price risks that arise mainly from changes in interest rate which may impact the return and value of such investments.However, given the relatively short tenure of underlying portfolio of the mutual fund schemes in which the Company hasinvested, such price risk is not significant.
D. Capital Management
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and tosustain future development of the business. The Company monitors the return on capital and its objective when managingcapital is to maintain an optimal structure so as to maximize shareholder value.
30 Share Based Payments
The Company has Employee Stock Option Scheme namely "Billionbrains Garage Ventures Limited Employee Stock OptionScheme 2024 (formerly known as Billionbrains Garage Ventures Private Limited Employee Stock Option Scheme 2024"('BGV ESOS 2024'))
On June 28, 2024, the board of directors approved the BGV ESOS 2024 for issue of stock options to the permanent employeesincluding Directors of the Company (other than Promoter(s) or person belonging to the Promoter Group of the Company,Independent Directors, if any, and Directors holding directly or indirectly more than 10% of the outstanding equity shares of theCompany) and its subsidiaries (hereinafter referred to as an "Employee(s)"). The board of directors has constituted an ESOPcommittee for implementation and administration of BGV ESOS 2024. The employee selected by the ESOP committee from timeto time will be entitled to options, subject to satisfaction of the prescribed vesting conditions, viz., continuing employment andsubject to performance parameters defined in the BGV ESOS 2024. The pool under BGV ESOS 2024 plan is to allot maximumof 222,324,069 equity shares.
Stock options granted under BGV ESOS 2024 would vest based on the terms and conditions mentioned in the respective letterof grant. The company has issued stock options with a vesting period of 12 - 48 months with a cliff of 12 months.
30 Share Based Payments (Contd.)
For stock options granted under BGV ESOS 2024, the weighted average fair value of options during the year ended March31,2026 was INR 89.66/- and March 31,2025 was INR 20.54/-. As at March 31,2026, the weighted average contractualremaining life of options is 16.74 years. The options which has recognised during the year were at exercise price of INR 2/-.
Eligible employees were provided with an alternative of cash or share based payment for performance bonuses. Pursuant tothe same, the Group paid performance bonus in the form of stock options amounting to INR 3.17 (March 31, 2025 - 11.70)which is included as part of Salaries, allowances and bonus.
During the year ended March 31,2025 -
(i) the Company has issued bonus in the ratio of 14:1 to all the existing shareholders whose names appear in the register ofmembers of the Company as on August 9, 2024. Hence, each option granted under BGV ESOS 2024 would be eligiblefor 15 equity shares upon excerise.
(ii) the Company has further issued bonus in the ratio of 10:1 to all the existing shareholders whose names appear in theregister of members of the Company as on January 29, 2025. Hence, each option granted under BGV ESOS 2024 wouldbe eligible for 1.5 equity shares upon excerise over and above point (i).
(iii) The Company has sub-divided 1 equity share having a face value of INR 10/- each fully paid up into 5 equity shares havinga face value of INR 2/- each fully paid up. Hence, each option granted under BGV ESOS 2024 has been sub-divided into5 options with an excercise price of INR 2/-. The effect of the same have been restated as if they were available of earliestreporting period in the financial statements, irrespective of their actual date.
Accordingly all options granted by the Company shall have conversion ratio as below:
(i) Granted upto August 9, 2024 shall have a conversion ratio of 16.5:1.
(ii) options granted from August 9, 2024 to January 28, 2025 shall have a conversion ratio of 1.1:1.
(iii) Granted from January 29, 2025 shall have a conversion ratio of 1:1.
Establishment of Groww Employee Welfare Trust
On December 18, 2025, the Company executed a Trust Deed to establish the Groww Employee Welfare Trust (the "Trust"),a private and irrevocable trust, created exclusively for the benefit and welfare of the employees of the Company and itssubsidiaries. The primary objective of the Trust to hold shares in Trust for the benefit of the beneficiaries of the settlor and totransfer the required number of shares in favour of beneficiary upon the exercise of vested stock options, in accordance withthe respective ESOP schemes and the provisions of the Trust Deed. The Trust shall function in accordance with the provisionsof the Companies Act, 2013, SEBI (SBEB & SE) Regulations, 2021, and other applicable laws and is governed by the Nominationand Remuneration Committee of the Company.
31 Demerger of the online credit distribution business division of Neobillion Fintech Private Limited
Pursuant to the provisions under Section 233, read with Section 230 and other applicable provisions of the Companies Act, 2013,the RoC and jurisdictional Regional Director has approved the demerger scheme vide order dated March 21,2025. Pursuant tothe said order, the online credit distribution business division of Neobillion Fintech Private Limited ("Demerged Undertaking"),is transferred and vested into the Company on a 'going concern basis'.
The rationale for the Demerger Scheme is to re-organise and restructure the operations so as to combine same or similar businessactivities, in order to optimize management of business operations. The appointed date is April 01,2024 ("Appointed Date"),with effect from which the Demerger Scheme shall be deemed to have become operative and the Demerged Undertaking,together with its assets, liabilities, employees, rights and powers, is proposed to stand transferred to and vested in the Company.Since, Neobillion Fintech Private Limited is a wholly owned subsidiary of Company, no new shares will be issued pursuant tothe Demerger Scheme.
The Board of Directors at its meeting held on October 29, 2024 have approved the Scheme of Arrangement ("the Scheme") forthe demerger of undertaking comprising of online credit distribution business division ("Demerged Undertaking") of NeobillionFintech Private Limited into the Company w.e.f. April 01,2024. The Company along with Neobillion Fintech Private Limited hadfiled the petition in connection with the Scheme with the jurisdictional Regional Director. The Scheme was sanctioned by thejurisdictional Regional Director vide order dated March 21,2025. Consequently, the Company has included the financial resultsof Demerged Undertaking from the date of acquisition of control i.e. April 01, 2024 pursuant to the accounting treatment asprescribed in the Scheme. Consequently, the reported figures for the year ended March 31, 2024 have been restated to giveimpact of the Scheme. Therefore, the financial statements for the year ended March 31, 2024 are not strictly comparable withthe previous year's financial statements. The proportionate investment of Demerged Undertaking held by the Company shallstand cancelled.
In accordance with the Scheme and as per Ind AS 103 - Business Combinations, the assets and liabilities are recognised atcarrying values as appearing in the financial statements of the Company.
The following table summarises the recognised amounts of assets acquired and liabilities assumed for Demerged Undertakingat the date of acquisition:
32 Dues to Micro and Small Enterprises
The Ministry of Micro, Small and Medium Enterprises has issued on Office Memorandum dated August 26, 2008 whichrecommends that the Micro and Small Enterprises should mention in their correspondence with its customers the EntrepreneursMemorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amountspayable to such enterprises as at March 31,2026 has been made in the financial statements based on information received andavailable with the company, Further, in management's view, the impact of interest, if any, that may be payable in accordancewith the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 ('the Act') is not expected to be material.
36 Corporate Social Responsibility (CSR) expenses
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% ofits average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. Theareas for CSR activities are promoting education, promoting gender equality by empowering women, healthcare, environmentsustainability, art and culture, destitute care and rehabilitation, disaster relief, COVID-19 relief and rural development projects.A CSR committee has been formed by the Company as per the Act. The details of funds primarily utilized through the year onthese activities which are specified in Schedule VII of the Companies Act, 2013 are as follows
Gross amount required to be spent by the Company during the year is INR 95.89 millions (March 31, 2025: Nil). There is nounspent amount at the beginning of the year.
37 The Company has executed a Share Subscription and Share Purchase Agreement (SSPA) among the Company, Groww AssetManagement Limited (Groww AMC), and State Street Global Advisors, Inc. (SSGA) in relation to an investment in Groww AMC.Pursuant to the SSPA, SSGA has agreed to invest up to INR 5,800.27 million for a secondary purchase and primary subscriptionof shares. The Company received approval from the Competition Commission of India (CCI) on March 25, 2026. Following thisapproval, the Company subscribed to compulsory convertible preference shares in Groww AMC totaling INR 2,820.13 million.Further, an application has been filed with the Securities and Exchange Board of India (SEBI) for regulatory approval.
38 Other statutory information:
(i) The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
(ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iii) The Company has not made any such transaction which is not recorded in the books of accounts that has been surrenderedor disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or surveyor any other relevant provisions of the Income Tax Act, 1961.
(iv) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(v) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previousfinancial year.
(vi) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) orentity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise,that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf oftheUltimate Beneficiaries.
(vii) . No funds (which are material either individually or in the aggregate) have been received by the Company from any
person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writingor otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
39 Subsequent events
No material events have occurred between the balance sheet date to the date of issue of these financial statements that could
affect the values stated in the financial statements as at March 31,2026.