Billionbrains

"Groww" is a well-known and preferred brand for investing across cities, towns and villages in India

We have high customer retention, engagement and price in-elasticity.

Customer-friendly design for enhancing investing experience.

In-house technology stack to deliver a differentiated experience at low cost.

Entrepreneurial and ownership-driven culture.

Strong execution delivering growth and profitability.

Any downturn or disruption of the financial markets, which are affected by general economic, policy and market conditions in India and globally, may have a material adverse effect on our business and financial condition.

Uninterrupted access to our technology platform is essential to our business. System failures and interruptions could adversely affect the availability or performance of our website, mobile applications or platform, and thereby adversely impact our business, financial condition and results of operations.

We derived 84.50% and 79.49% of our revenue from operations from our Broking services in Fiscal 2025 and in the three months ended June 30, 2025, respectively. Any downturn in customers` willingness to use our Broking services could have an adverse impact on our business, financial condition and cash flows.

Changing laws, rules and regulations may adversely affect our business, prospects and results of operations.

Our success depends on our ability to acquire and retain customers on our platform. Any failure to do so could have an adverse impact on our operations, financial condition and results of operations.

We incurred losses in Fiscals 2024 and generated profits in Fiscal 2023, Fiscal 2025 and in the three months ending June 30, 2025 and 2024, respectively. If we are unable to generate adequate revenue growth and manage our expenses and cash flows as we grow, we may not be able to sustain our profitability.

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

We derive a significant portion of our revenue from operations from our Material Subsidiaries, Groww Invest Tech Private Limited and Groww Creditserv Technology Private Limited. Any downturn in our subsidiaries performance could have a material adverse impact on our business, financial condition, cash flows, and results of operations.

Our Subsidiaries have incurred losses in the past and may continue to incur losses. Further, a portion of the Net Proceeds will be invested in Groww Creditserv Technology Private Limited. We may be required to continue providing financial support to these subsidiaries which may adversely affect our consolidated results of operations and financial condition.

We had negative cash flows from operations in the three months ended June 30, 2025 and in Fiscal 2025, and may continue to do so in the near term as we expand our business and enhance our products and services. Failure to generate sufficient cash from operations could adversely affect our liquidity and our ability to fund our operations.

The "Groww" brand is critical to our success. If we are unable to maintain our brand or reputation, the customer acceptance of our platform and hence our operations could be materially adversely affected.

We are required to maintain statutory or regulatory licenses, registrations or authorizations for our operations and are subject to extensive statutory and regulatory compliance requirements. Failure to renew, maintain or obtain statutory or regulatory licenses, registrations or authorizations and comply with the statutory and regulatory requirements could have a material adverse effect on our business, financial condition, and results of operations.

The sustained success of our Company is dependent on the continued contributions of our Promoters, Key Managerial Personnel, Senior Management Personnel, and our employees. Any inability to do so, or to preserve our organizational culture and core values during our growth journey, may have an adverse impact on our business.

The interests of our Directors may cause conflicts of interest in the ordinary course of our business.

We have witnessed rapid growth in the past three years and may not be able to sustain our historical growth levels. Further we have a limited operating history across some of our products and services. We may not be able to sustain our current growth levels, which could adversely affect our results of operations, financial condition and cash flows.

We plan to build additional products, services and features for our customers. Failure to achieve the intended results with new products, services or features may adversely affect our business, results of operations, financial condition and cash flows.

We depend on third-parties for our operations. Any failure by these third-parties to provide their services to us could have a material adverse impact on our business, financial condition, cash flows and results of operations.

There are outstanding legal proceedings involving our Company and certain of our Promoters. Directors and our Subsidiaries. Failure to defend these proceedings successfully may adversely affect our business, financial condition, results of operations, cash flows and prospects.

Strategic transactions, reorganizations, acquisitions, mergers, investments and corporate actions, may result in significant costs, resources, and present integration challenges and could adversely impact our business, financial condition, and operational performance.

Our business operates in a highly competitive environment, including competition from advanced innovation and technologies such as artificial intelligence and machine learning. If we are unable to effectively compete with existing or new market participants, our business, financial condition, cash flows, and results of operations may be materially adversely affected.

We may fail to manage our NBFC business, which may adversely affect our business, financial condition, results of operations and cash flows.

Our inability to protect or use our intellectual property rights or comply with intellectual property rights of others may have a material adverse effect on our business and reputation.

We are exposed to risks related to our MTF product. A significant decrease in our liquidity could negatively affect our business and reduce customer confidence in us.

We will not receive any proceeds from the Offer for Sale portion. Further, the objects of the Fresh Issue for which the funds are being raised have not been appraised by any banks or financial institutions. There is no assurance that investments from our Net Proceeds will proceed as planned and nor can we guarantee we will achieve results or outcomes as anticipated.

We may utilize a portion of the Net Proceeds to undertake inorganic growth for which the target may not be identified. In the event that our Net Proceeds to be utilized towards inorganic growth initiatives are insufficient for the cost of our proposed inorganic acquisition, we may have to seek alternative forms of funding.

We depend on the accuracy and completeness of KYC information about customers for our business. Any misrepresentation, errors in or incompleteness of such information could adversely affect our business, financial condition, results of operations, cash flows and prospects.

Our indebtedness and the conditions and restrictions imposed by our financing arrangements may limit our ability to grow our business and adversely impact our business, results of operations, financial condition, and cash flows.

We are exposed to working capital risks, particularly during periods of elevated customer activity and market volatility. Any failure in arranging adequate working capital for our operations may adversely affect our business and reputation.

We have entered into certain related-party transactions, and we may continue to do so in the future that may potentially involve conflicts of interest.

We depend on digital application stores and third-party app marketplaces for the distribution and accessibility of our mobile applications.

There are operational and financial risks associated with the financial services industry which may have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

If we are unable to establish and maintain effective internal financial and operational controls, our business and reputation could be adversely affected.

There have been certain instances of delay with respect to certain regulatory filings required to be made with our regulators under applicable law and filings for corporate actions taken by our Company in the past. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future and that we will not be subject to any penalty imposed by the competent regulatory authority in this regard.

We lease the premises for our offices and failing to renew our lease agreements could adversely affect our business, financial condition, results of operations, cash flows and prospects. Certain lease arrangements may also not be duly registered or adequately stamped and may not be able to be enforced in the event of a dispute.

Our insurance coverage may not adequately protect us, and this may have an adverse effect on our business, reputation, financial conditions, results of operations and cash flows.

We engage with third-party financial institutions for the distribution of our Consumer Credit products. Any failure to continue these relationships on favorable terms could have an adverse impact on our business, financial condition, and results of operations.

The wide variety of payment methods that we accept subjects us to third-party payment processing-related risks.

We have been delayed in paying certain statutory dues in the past. Any failure or delay in payment of statutory dues in the future may expose us to statutory and regulatory action, as well as significant penalties, and may adversely affect our business, financial condition, results of operations, cash flows and prospects.

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

We have issued specified securities during the preceding 12 months from the date of this RHP at a price which may be below the Offer Price.

Grants of stock options under our ESOP Scheme may result in a charge to our profit and loss account and reduce our profitability and adversely affect our financial condition.

Our inability to use software licensed from third parties, including open source software, and risks related to the use of open source software, could negatively impact the functionality of our platform, disrupt our operations, and expose us to potential litigation or compliance-related challenges.

We may require additional capital to support the growth of our business and this capital might not be available on acceptable terms, if at all.

Our operations could be adversely affected by disputes with or misconduct by our employees and third-party contractors, which in turn could have a material adverse impact on our business, financial condition and results of operations.

Our failure to provide high-quality support services to our customers could adversely impact our business, our financial condition and results of operations.

We have contingent liabilities and commitments, and our financial condition could be adversely affected if any of these contingent liabilities materialize.

We have experienced in the past and expect to continue to experience seasonality and fluctuations in our revenues.

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

We track certain operational and non-GAAP measures with internal systems and tools and do not independently verify such measures. Certain of our operational measures are subject to inherent challenges in measurement and any real or perceived inaccuracies in such measures may adversely affect our business and reputation.

Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.

Any deficiencies in India`s telecommunication, internet infrastructure, UPI or India stack infrastructure could impair the functioning of our technology system, our ability to provide a seamless experience to our customers, and the operation of our business.

We are, and after the Offer will remain, a "foreign owned and controlled" company in accordance with the Consolidated FDI Policy and FEMA Rules and accordingly, we shall be subject to Indian foreign investment laws.

Our Company is not, and does not intend to become, regulated as an investment company under the Investment Company Act and related rules. The Volcker Rule may affect the ability of certain types of entities to purchase the Equity Shares.

If we are classified as a passive foreign investment company for U.S. federal income tax purposes U.S. investors in Equity Shares may be subject to adverse U.S. federal income tax consequences.