Offer for Settlement of SARs

OFFER FOR SETTLEMENT OF SARs (“OFFER LETTER”)

PhonePe Private Limited, a private limited company incorporated under the Companies Act,
1956, having its registered office at Office-2, Floor 5, Wing A, Block A, Salarpuria Softzone,
Bellandur Village, Varthur Hobli, Outer Ring Road, Bangalore South, Bangalore, Karnataka -
560103, India (“Company”), by this Offer Letter dated 20 December 2023 is offering to Settle
(as defined below) the Share Appreciation Rights (“SARs”) granted to you based on your
eligibility under the SAR Plan (as defined below) on the terms and conditions provided herein.

This Offer Letter is sent to the SAR grantees as per the SAR Plan and SAR grant letter.

Definitions:

The following capitalized terms used in this Offer Letter have the meaning as specified below:

a. Appreciation means the value as determined by the Company for the purposes of this
Offer which is INR 19,968 per SAR;

b. Expiration Date for the purposes of this Offer Letter shall be 23:59:59 IST on 29
December 2023 before which the participation steps, as provided below, have to be
completed.

c. Granted SARs means all SARs duly and validly granted to the SAR grantee and
subsisting under the applicable SAR Plan, where each such right/unit entitles the SAR
grantee(s) to receive, upon Settlement, the Appreciation;

d. Offer means the offer to settle the Granted SARs on the terms and conditions provided
herein;

e. SAR Plan means the applicable PhonePe Share Appreciation Rights Plan and PhonePe
Share Appreciation Rights Plan – II under which the SAR grantee has been issued the
SARs; and

f. Settlement means payment, by the Company to a SAR grantee (or, where applicable, a
SAR grantee’s legal heir, successor, executor or nominee), in cash only, equivalent of
the Appreciation less applicable tax deductions and other applicable charges. The terms
“Settle” or “Settled” shall be construed accordingly.

A. Participation:

i. Participation Steps: If you wish to participate in the Offer, you must complete both of the
following participation steps:

a. Carefully review and understand the information, terms and conditions included in
this Offer Letter; and

b. Digitally sign the Offer Letter sent to you as a link to your email ID, per our records,
confirming your participation by the Expiration Date.

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ii. Confirmation:

You hereby agree and confirm that:

a. You have voluntarily chosen to participate in this Offer;

b. You have carefully read and reviewed the contents, terms and conditions of this Offer
Letter and all related communications thereto and fully understand the same;

c. Once digitally signed, you understand that you cannot amend, modify, revise any of the
terms and conditions of the Offer or withdraw your participation from this Offer; and

d. It shall be considered as a binding agreement enforceable on both the Company and

you and serves as an irrevocable authorization and confirmation for the Company to
Settle the Granted SARs, unless you have already informed to the Company in writing to
Settle the Granted SARs in part, and undertake all actions required on your behalf to
give effect to the terms of this Offer.

iii. Execution:

You agree and acknowledge that timely delivery of duly completed and executed Offer Letter
is mandatory for confirming your participation in the Offer and the Company reserves the
right to:

a. seek additional clarification in respect of the participation steps, executed Offer Letter, as
may be deemed necessary, before completing the Settlement of the Granted SARs; and

b. reject the received executed Offer Letter if the same involves any defects,
inconsistencies, errors or irregularities, or it is being established that there is a past
misconduct relating to your period of employment, and revoke your participation in the
Offer.

B. Representations and Warranties:

You hereby represent and warrant that:

a. You have fulfilled all requirements, are in strict compliance with the requirements of, and
not in breach of any of the terms and conditions of this Offer Letter, SAR Plan, and the
SAR grant letter(s);

b. You are the lawful holder of the Granted SARs in accordance with the SAR Plan and
have the full power, competence and capacity, in each case to participate in this Offer for
Settlement;

c. You have adequate information to make an informed decision to participate in this Offer
for Settlement;

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d. You acknowledge that the Company and its representatives are not acting as a fiduciary
or financial or investment advisor to you, or has not provided you with any advice,
opinion, or recommendation regarding whether to participate in the Offer;

e. You have reviewed the applicable tax, legal, regulatory, financial and accounting
implications and foreign exchange restrictions (if applicable) related to payment for
Settlement of Granted SARs and understand that the Company shall not be responsible
for any individual liability that may arise as a result of the transactions contemplated
under this Offer Letter; and

f. All obligations, authority conferred or agreed to be conferred, as per the transaction

contemplated under this Offer Letter shall survive your death or incapacity, and all of
your obligations shall be binding upon your legal heirs, executors, administrators,
trustees, successors and assigns in order to complete the transaction contemplated
under the accepted Offer Letter.

C. Appreciation and Settlement:

a. The Appreciation has been determined by the Company after considering a variety of
factors, including without limitation, Company’s operating results, current or prospective
asset value, earnings, net worth, etc., and after deducting inter-alia charges, levies,
expenses applicable for effecting the Offer.

Disclaimer regarding Appreciation:

You are aware of the fact that if you do not participate in the Offer, the value of the SARs
may decrease or increase over time and that the Appreciation at which the Company is
offering to Settle now may not be the highest Appreciation you could obtain for such
Granted SARs in the future in case the Company rolls out another similar offer(s) for
Settlement of Granted SARs.

b. The Settlement of Granted SARs (after deducting appropriate taxes as mentioned in

Para D) shall be remitted by irrevocable wire transfer into your bank account (held in an
Indian domestic bank) as per the details available with the Company, by 31 January
2024 in INR.

c. In case you do not have an Indian bank account, then the USD equivalent of the
remitted INR figure (i.e. Number of SARs settled * INR 19,968), after deducting
appropriate taxes as mentioned in Para D, shall be credited into your foreign bank
account at the prevailing Bank exchange rate.

In either case, the Company will not be responsible for transmitting delays or technical
difficulties in receipt of money to your bank account pursuant to such wire transfers.

d. It is clarified that no interest will be paid, in case the Offer has to be extended or any
delay is made in making payment under this Offer.

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e. Upon payment by the Company, all the SARs for which irrevocable wire transfer
instructions have been issued, together with all claims and rights, shall stand Settled and
discharged without any further claim or right or entitlement under law, equity and contract
including under the SAR Plan.

f. The Settlement of Granted SARs shall be subject to the compliance by SAR grantee(s)
with regard to all terms and conditions of this Offer Letter including express consent.

D. Tax Treatment:

You must rely on your own examination of the terms of this offering and the tax
consequences of this offering in the context of your personal circumstances including, but not
limited to their citizenship, country of residence, tax residence, domicile, change in tax
slab-rates on account of receiving the proceeds out of the transaction contemplated under
this Offer.

You are urged to consult with your own advisors at your own cost with respect to the tax
consequences of participation in this Offer. It is clarified that the Company has not
undertaken any review of the tax treatment that may be applicable to you. You may refer to
the below provisions (not intended to be a complete discussion of all tax considerations) only
as an indicative summary of tax treatment and implications of this Offer.

Taxability on settlement of Granted SARs - The following information is not to be

construed as tax advice. Consideration received on settlement of Granted SARs would be
taxable as salary. Such income is taxable at the maximum marginal rate as applicable. The
amount of income tax applicable to the consideration arising from the settlement of Granted
SARs will be deducted from the consideration payable to you in respect of the settlement of
the Granted SARs and remitted to the Government by the Company/its subsidiaries. The
taxable income arising on settlement of the Granted SARs and the tax deducted thereon
would get reflected in Form 16 (i.e., tax deduction certificate) of Financial Year 2023-24,
which would be issued by the Company/its subsidiaries to you. It would be your responsibility
to comply with all requirements of the Indian Income Tax Act, 1961, in respect of the
proceeds on settlement of the Granted SARs, including reporting the income in your
respective return of income, claiming credit of taxes deducted and all other matters as may
be applicable.

E. Confidentiality:

Irrespective of your participation in the Offer, this Offer Letter along with all other
correspondences relating thereto, and all terms thereof are expressly designated as
confidential proprietary information of the Company.

You shall strictly maintain confidentiality at all times and not directly or indirectly share or
divulge the confidential Information except to your legal and tax advisors on the condition that
they will also be bound by the confidentiality obligations hereunder.

F. General Provisions:

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 Offer for Settlement of SARs

It is to be noted that the Company is not required to issue any equity share upon Settlement
of SARs.

In the event of any conflict between the terms of this Offer Letter and the terms of SAR grant
letters, the terms of this Offer Letter shall prevail including on matters relating to tax.

This Offer Letter shall be governed by and is to be interpreted in accordance with Indian laws
and the parties hereby submit to the exclusive jurisdiction of the courts of Bengaluru,
Karnataka to resolve all disputes, claims and differences arising under this Offer Letter.

Declaration and Acceptance

I agree to accept this Offer for Settlement of 12 Granted SARs at an Appreciation value of
INR 19,968 per SAR, subject to applicable terms and conditions of the Offer Letter.

Your Sincerely

{{emp_sign1_es_:signer1:signature}}

Vishal Patel (114775)

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