డైరెక్టర్ల నివేదిక Swiggy Ltd.

Mar 31, 2026

Your Director''s hereby present the Thirteenth Board''s Report of Swiggy Limited (the ''Company'' or ''Swiggy'') together with
the Audited Financial Statements (Consolidated and Standalone) and the Auditors'' Report on the business and operations
of your Company for the financial year ended March 31, 2026.

1. OVERVIEW OF FINANCIAL PERFORMANCE

Particulars	Standalone		Consolidated
	FY 2026	FY 2025	FY 2026	FY 2025
Revenue from operations	8,258	6,667	23,053	15,227
Other income	629	598	508	396
Total Income	8,887	7,265	23,561	15,623
Less: Total expenses	8,451	7,422	27,701	18,725
Profit/(loss) before exceptional items and tax	436	(157)	(4,140)	(3,102)
Less: Exceptional items	20	44	10	12
Less: Share of loss of an associate	-	-	4	3
Profit/(loss) before tax from continuing operations	416	(201)	(4,154)	(3,117)
Tax Expenses	-	-	-	-
Profit/(loss) for the year from continuing operations	416	(201)	(4,154)	(3,117)
Loss for the year from discontinued operations	(3,835)	(2,341)	-	-
Loss for the year	(3,419)	(2,542)	(4,154)	(3,117)
Other comprehensive income for the year, net of tax	1,346	2	1,346	1
Total comprehensive loss for the year, net of tax	(2,073)	(2,540)	(2,808)	(3,116)

Performance Highlights

During the financial year 2025-2026, the Company
on a standalone basis, clocked a total revenue of ''
8,258 crore from continuing operations as compared
to '' 6,667 crore in the previous financial year and profit
before tax (excluding exceptional item) of '' 436 crore
from continuing operations as compared to loss of
'' (157) crore in the previous financial year. Further, the
Company has earned total income of '' 3,912 crore on
account of discontinued operations as compared to
'' 2,165 crore in the previous financial year and loss
before tax (excluding exceptional item) of '' (3,833) crore
on account of discontinued operations as compared
to loss of '' (2,341) crore in the previous financial year.

During the financial year 2025-2026, the Company
on a consolidated basis, achieved a total revenue
of '' 23,053 crore as compared to '' 15,227 crore in the
previous financial year and loss before tax (excluding
exceptional item) of '' (4,140) crore as compared to loss
of '' (3,102) crore in the previous financial year.

The detailed operational performance of the
Company has been comprehensively discussed in the
Management Discussion and Analysis Report, which
forms part of this Annual Report.

2. STATE OF THE COMPANY AFFAIRS / OVERVIEW

Swiggy Limited is India''s pioneering on-demand
convenience platform, revolutionising the way
consumers access food and essential services. The
Company offers a gamut of user-friendly offerings
that allow customers to browse, select, order and
pay for food, groceries and household essentials, with
deliveries made directly to their doorstep through its
on-demand delivery partner network. The Company
was established in 2013 with a mission to enhance
the quality of life for urban consumers by offering
seamless access to daily essentials. The Company has
become a household name in online food delivery by
leveraging robust technology, an extensive delivery
partner network and a customer-centric approach.
Over the years, the Company has diversified its
offerings beyond food to include Swiggy Instamart
(quick commerce for groceries and daily essentials)
and Swiggy Dineout (restaurant table bookings and
dining deals). The platform partners with hundreds
of thousands of restaurants, delivery executives and
retail partners across hundreds of cities, aiming to
make everyday convenience accessible and seamless.

Food Delivery

Swiggy''s food delivery segment continues to be its core
business and provides a comprehensive ondemand food
delivery service, linking customers with a wide variety of
restaurant partners through its app and website. Currently,
Swiggy''s food delivery service operates in 700 cities
across India, catering to approximately 18 million users. This
segment also offers targeted marketing and advertising
support to restaurant partners, boosting their visibility on the
platform and increasing customer traffic to their outlets. In
FY 2025-26, Swiggy''s Food Delivery segment demonstrated
robust growth, with Gross Order Value (GOV) increasing by
20.2% year-on-year (YoY) and Monthly Transacting Users
(MTUs) rising by 19 % to 175 million. This growth was driven
by a strategic focus on underserved markets, including the
outskirts of major cities and Tier 2 towns. Innovations like
Bolt — which has scaled to nearly 700 cities of launch and
now fulfils more than one in every ten Swiggy food orders
and other initiatives such as Eat Right (health focused),
Desk Eats (workplace meals) and Food on Train have been
pivotal in attracting new consumers and increasing order
frequency within this mature category. The segment also
benefited from the cross-pollination of users from Quick
Commerce, with nearly 30% of Instamart users new to the
Swiggy ecosystem.

Quick Commerce

Swiggy introduced quick commerce to India with the launch
of Instamart in 2020, providing on-demand grocery and a
growing range of household items delivered within minutes.
This quick commerce service has since expanded to ~130
locations, introduced megapods (can house ~50,000 SKUs)
to offer wider product assortments and a robust network of
1,143 active dark stores pan India. Swiggy''s quick commerce
arm, Instamart, focuses on high-frequency purchases,
mainly groceries and essential household items. It employs
data-driven inventory management to forecast demand
patterns and stock products accordingly, minimising
stock-outs and tailoring the selection to local customer
preferences. In FY 2025-26, the Quick Commerce segment
entered a phase of rapid expansion, with GOV growing by
94% YoY Average order value increased by 34.4% YoY to INR
691, driven by broader selection and increased consumer
salience. The year also saw the net addition of 122 stores,
driving up active dark store area to 4.81 mn sq ft ( 21.1% YoY).

Out-of-home Consumption

Swiggy''s Out-of-Home consumption category is mainly
driven by two sub-brands: Swiggy Dineout and Swiggy
Scenes. Swiggy Dineout offers a platform for users to
discover restaurants and make reservations. Swiggy
Scenes, events reservation business integrated into the
primary app creating a one-stop-shop focused primarily
on bookings of in-restaurant events. This business segment
leverages Swiggy''s existing network and strengthens its
presence in the lifestyle and dining space, catering to the
evolving preferences of urban consumers seeking premium

dining and entertainment options. The Out-of-Home
Consumption segment posted significant growth, with
GOV up 50.6 % YoY in FY 2025-26

Supply Chain and Distribution

Swiggy, through its subsidiary Swiggy Networks (Scootsy),
provides supply chain solutions focused on warehousing,
fulfillment and distribution for wholesalers and retailers.
Swiggy Networks (Scootsy) offers brands comprehensive
warehousing services, including in-warehouse processing,
packaging and effective inventory management. Its
services also cover product distribution directly to customers
or retail partners, utilising Swiggy''s logistics expertise to
ensure timely and cost-efficient deliveries. Furthermore,
Swiggy collaborates with various brands to help expand
their retail presence across India. By offering fulfillment and
distribution support, Swiggy Networks (Scootsy) enables
these brands to reach a broader audience without requiring
extensive in-house logistics capabilities.

Platform Innovations

The platform enables users to make restaurant reservations
via Dineout, event reservations via Scenes. The Company
also introduced innovative offerings such as One BLCK
(subscription programme offering priority delivery), Ecosaver
mode (offering opt-in batching of orders), Toing (standalone
app for affordable food delivery options), Giftables
(on-demand instant gifting platform) and Swiggy One
(premium membership program). The Company continues
to expand its innovation pipeline with new offerings aimed
at increasing our penetration and unlocking higher user
transaction frequencies.

3. QUALIFIED INSTITUTIONAL PLACEMENT

During the year under review, company raised funds
via QIP aggregating to INR 10,000 crores (collectively
referred to as the "Offer").

The issue opened on December 09, 2025, and closed
on December 12, 2025. The issue was led by Book
Running Lead Managers, viz., Kotak Mahindra Capital
Company Limited, J.P. Morgan India Private Limited
and Citigroup Global Markets India Private Limited.

4. DIVIDEND

During the financial year under review, the Board
has not recommended any dividend. In terms of
Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''SEBI
Listing Regulations''), the Dividend Distribution
Policy is available on the Company''s website and
can be accessed athttps://www.swiqqy.com/
corporate/wp-content/uploads/2024/10/Dividend-
Distribution-Policy.pdf.

5. TRANSFER TO GENERAL RESERVES

During the year under review, no amount was
transferred to the reserves for the financial year ended
March 31, 2026.

6. SUBSIDIARIES/JOINT VENTURES AND ASSOCIATES

As on March 31, 2026, and the date of the report,
the Company has the following 5 Subsidiaries and 1
Associate Company:

• Subsidiary Companies:

1. Swiggy Networks Limited (Formerly known
as Swiggy Networks Private Limited and
Scootsy Logistics Private Limited) ("Swiggy
Networks") w.e.f. August 03, 2018, wholly
owned subsidiary of the Company.

2. Supr Infotech Solutions Limited (Formerly
known as Supr Infotech Solutions Private
Limited) ("Supr") w.e.f. September 27, 2019,
wholly owned subsidiary of the Company.

3. Swiggy Instamart Private Limited
("Instamart") w.e.f September 12, 2025, step
down wholly owned subsidiary.

4. Lynks Logistics Limited ("Lynks") w.e.f. August
29, 2023, step down wholly owned subsidiary.

5. Swiggy Neocap Private Limited (Formerly
known as Swiggy Sports Private Limited) w.e.f.
January 15, 2025, wholly owned subsidiary of
the Company.

• Associate Company:

1. Loyal Hospitality Private Limited w.e.f. March
01, 2023

7. ACCOUNTS OF SUBSIDIARIES

The consolidated financial statements of the Company
for the financial year 2025-2026 are prepared in
compliance with the applicable provisions of the
Act including Indian Accounting Standards specified
under Section 133 of the Companies Act, 2013 ("the
Act").

Audited financial statements of each of the Subsidiary
Companies is available on the website of the
Company and can be accessed athttps://www.
swiggy.com/corporate/investor-relations/reports-
and-publications/.

Further, pursuant to the provisions of Section 129(3) of
the Act, a statement containing salient features of the
financial statements of the Company''s subsidiaries as
required in Form AOC 1 is appended as Annexure-1 to
this Report.

8. MATERIAL SUBSIDIARIES

The Board of Directors of the Company has adopted
a Policy for determining material subsidiaries in line
with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy is available
at Company''s website athttps://www.swiqqv.com/
corporate/wp-content/uploads/2024/10/Policy-for-
determining-Material-Subsidiaries.pdf.

For the financial year 2025-26, Swiggy Networks
Limited (Formerly known as Swiggy Networks Private
Limited and Scootsy Logistics Private Limited) is
categorized as material subsidiary of the Company
as per the thresholds laid down under the SEBI Listing
Regulations.

9. SHARE CAPITAL

Authorized Share Capital

The Authorised Share Capital of the Company is INR
1,66,99,80,24,990 (Indian Rupees Sixteen Thousand Six
Hundred and Ninety-Nine Crores Eighty Lakhs Twenty-
Four Thousand Nine Hundred and Ninety only) divided
into:

(i) 2,80,00,00,000 (Two Hundred and Eighty Crores)
Equity Shares of INR 1 (Indian Rupee One only)
each;

(ii) 61,440 (Sixty-One Thousand Four Hundred
and Forty) Series A Compulsorily Convertible
Preference Shares of face value INR 10 (Indian
Rupees Ten only) each;

(iii) 85,000 (Eighty-Five Thousand) Series B
Compulsorily Convertible Preference Shares of
face value INR 10 (Indian Rupees Ten only) each;

(iv) 1,11,766 (One Lakh Eleven Thousand Seven
Hundred and Sixty-Six) Series C Compulsorily
Convertible Preference Shares of face value INR
10 (Indian Rupees Ten only) each;

(v) 29,800 (Twenty-Nine Thousand Eight Hundred)
Series D Compulsorily Convertible Preference
Shares of face value INR 10 (Indian Rupees Ten
only) each;

(vi) 1,02,960 (One Lakh Two Thousand Nine Hundred
and Sixty) Series E Compulsorily Convertible
Preference Shares of face value INR 10 (Indian
Rupees Ten only) each;

(vii) 80,290 (Eighty Thousand Two Hundred and Ninety)
Series F Compulsorily Convertible Preference
Shares of face value INR 10 (Indian Rupees Ten
only) each;

Changes during the year

Details of change in the share capital of the Company during the year are as below:

Date of allotment of equity shares	Number of equity shares allotted	Face value per equity share (in '')	Issue price per equity share (in '')	Nature of allotment	Nature of consideration
April 22, 2025	36,32,264	1	1	Allotment of shares under Swiggy ESOP Plan 2015 and Swiggy ESOP Plan 2021	Cash
May 2, 2025	20,35,33,747	1	1	Allotment of shares under Swiggy ESOP Plan 2015, Swiggy ESOP Plan 2021 and Swiggy ESOP Plan 2024	Cash
December 13, 2025	26,66,66,663	1	375	Allotment pursuant to Qualified Institutional Placement.	Cash

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (''KMP'') OF THE COMPANY

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and SEBI Listing
Regulations. There were change in the Directors / Key Managerial Personnel of the Company during the year under
review, details are appended below:

Sr. No.	Name	Designation	Nature of Change
1.	Mr. Sahil Barua	Independent Director	Resignation
2.	Mr. Faraz Khalid	Independent Director	Appointment
3.	Mr. Sumer Juneja	Nominee Director	Resignation
4.	Mr. Anand Daniel	Nominee Director	Resignation
5.	Mr. Venkatraman Ramachandran	Interim Company Secretary & Compliance Officer	Appointment
6.	Mr. Venkatraman Ramachandran	Interim Company Secretary & Compliance Officer	Resignation
7.	Ms. Cauveri Sriram	Company Secretary & Compliance Officer	Appointment

As at March 31, 2026, the Board of the Company comprises of 8 Directors of which 2 are Executive Directors, 2 are
Nominee Directors and 4 are Non-Executive Independent Directors, details of which are provided below:

Sr. No. Name		Designation
Non	-Executive - Independent Directors
1.	Anand Kripalu	Chairman and Independent Director
2.	Shailesh Vishnubhai Haribhakti	Independent Director
3.	Suparna Mitra	Independent Director
4.	Faraz Khalid	Independent Director
Executive Directors
5.	Sriharsha Majety	Managing Director & Group CEO
6.	''Lakshmi Nandan Reddy Obul	Whole-time Director - Head of Innovation
Non	Executive - Nominee Directors
7.	Ashutosh Sharma	Nominee Director (Non-Executive)*''
8.	ARoger Clark Rabalais	Nominee Director (Non-Executive)*''
Other KMPs
9.	Rahul Bothra	Chief Finance Officer
10.	Sriharsha Majety	Group Chief Executive Officer
11.	Cauveri Sriram	Company Secretary & Compliance Officer

"Nominee of MIH.

* Mr. Lakshmi Nandan Reddy Obul, Whole-time Director - Head of Innovation of the Company resigned with effect from closing business hours
of April 10, 2026

^A Mr. Roger Clark Rabalais, Non-Executive Nominee Director of the Company resigned with effect from the closing business of April 10, 2026

(viii) 1,18,850 (One Lakh Eighteen Thousand Eight
Hundred and Fifty) Series G Compulsorily
Convertible Preference Shares of face value INR
10 (Indian Rupees Ten only) each;

(ix) 2,47,750 (Two Lakhs Forty-Seven Thousand
Seven Hundred and Fifty) Series H Compulsorily
Convertible Preference Shares of face value INR
10 (Indian Rupees Ten only) each;

(x) 47,637 (Forty-Seven Thousand Six Hundred and
Thirty-Seven) Series I Compulsorily Convertible
Preference Shares of face value INR 10 (Indian
Rupees Ten only) each;

(xi) 1,33,357 (One Lakh Thirty-Three Thousand Three
Hundred and Fifty-Seven) Series I-2 Compulsorily
Convertible Preference Shares of face value INR
10 (Indian Rupees Ten only) each; and

(xii) 1,00,238 (One Lakh Two Hundred and Thirty-Eight)
Series J Compulsorily Convertible Preference
Shares of face value INR 10 (Indian Rupees Ten
only) each.

(xiii) 1,23,411 (One Lakh Twenty-Three Thousand Four
Hundred and Eleven) Series J2 Compulsorily
Convertible Preference Shares of face value INR

10 (Indian Rupees Ten only) each.

(xiv) 1,08,000 (One Lakh Eight Thousand) Series K
CCPS Compulsorily Convertible Preference
Shares of face value of INR 10,000 (Indian Rupees
Ten Thousand Only) each.

(xv) 1,08,00,000 (One Crore Eight Lakh) Series K1 CCPS
Compulsorily Convertible Preference Shares of
face value of INR 10 (Indian Rupees Ten Only)
each.

(xvi) 16,29,97,600 (Sixteen Crores Twenty-Nine Lakhs
Ninety-Seven Thousand Six Hundred) Bonus
Compulsorily Convertible Preference Shares
of face value INR 1,000 (Indian Rupees One
Thousand only) each.

Issued, Subscribed and paid-up Share Capital

The issued, subscribed and paid-up share capital
of the Company is INR 2,76,03,13,555 (Indian Rupees
Two Hundred Seventy-Six Crore Three Lakh Thirteen
Thousand Five Hundred Fifty-Five Only) divided into:
2,76,03,13,555 (Indian Rupees Two Hundred Seventy-
Six Crore Three Lakh Thirteen Thousand Five Hundred
Fifty-Five Only) equity shares of face value of INR 1/-
(Rupee One Only) each.

The Board extended its deepest appreciation and
gratitude to Mr. Lakshmi Nandan Reddy Obul and Mr.
Roger Clark Rabalais for their exemplary guidance,
unwavering support, and valuable contributions
during their respective tenures with the Company.

Retirement by Rotation, Appointment &
Re-appointment

A proposal for re-appointment of Mr. Ashutosh Sharma
(DIN: 07825610) retiring director, as a Non-Executive
Nominee Director of the Company shall be placed
before Members of the Company at the ensuing AGM.
Your directors recommend his re-appointment on the
Board of the Company.

The disclosures pertaining to Directors being re¬
appointed as required under the SEBI Listing
Regulations and Secretarial Standard on General
Meetings issued by the Institute of Company
Secretaries of India is provided in the explanatory
statement to the Notice convening the AGM of the
Company for reference of the Shareholders.

During the year under review, the Non-Executive/
Independent Directors of the Company had no
pecuniary relationship or transactions with the
Company, other than sitting fees, commission and
reimbursement of expenses, if any.

None of the Directors of the Company are disqualified
under Section 164(1) or Section 164(2) of the Act.

11. BOARD MEETINGS

The Board of Directors met 9 times during the said
financial year on the following dates:

S. No.	Quarter	No. of Meetings held in the Quarter	Board Meeting Dates
1.	April - June 2025	2 (Two)	April 11, 2025 May 09, 2025
2.	July - September 2025	3 (Three)	July 25, 2025 July 31, 2025 September 23, 2025
3.	October - December 2025	2 (Two)	October 30, 2025 November 07, 2025
4.	January - March 2026	2 (Two)	January 29, 2026 March 25, 2026

Gap between two Board meetings during the year
under review did not exceed one hundred and twenty
days. Requisite quorum was present throughout for all
the meetings.

The details of attendance of the Directors at the
meeting are provided in the Corporate Governance
Report, which forms part of this Annual Report.

12. COMMITTEES OF THE BOARD

The Board has constituted committees to focus on
specific areas and make informed decisions within the
authority delegated to each of the Committees. The
Company has following Committees as on March 31,
2026:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Risk Management Committee

e) CSR and Sustainability Committee

f) Investment & Allotment Committee

The committee''s constitution, terms of reference
and details of meetings of the Board Committees
held during the financial year 2025-2026 along with
information relating to attendance of each director/
committee member is provided in the Corporate
Governance Report, which forms part of this Annual
Report.

13. INDEPENDENT DIRECTORS'' MEETING

The meeting of Independent Directors was held
on March 25, 2026, without the attendance of
Non-Independent Directors and members of the
management. The Independent Directors reviewed
the performance of Non-Independent Directors, the
Committees and the Board as a whole, along with the
performance of the Chairman of the Company, taking
into account the views of Executive Directors and
Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between
the management and the Board that is necessary for
the Board to effectively and reasonably perform their
duties.

14. ANNUAL PERFORMANCE EVALUATION OF THE
BOARD

The Board has adopted a formal mechanism for
evaluating its own performance and the performance
of its Committees and individual Directors, including
the Chairman of the Board.

The results of evaluation showed a high level of
commitment and engagement of the Board, its
various committees and senior leadership. The
recommendations arising from the evaluation process
were discussed at the Independent Directors meeting
held on March 25, 2026.

For the year ended March 31, 2026, evaluation
forms were circulated to the Board Members which
included the evaluation of the Board as a whole,
Board Committees and Peer evaluation of the
Directors. Each Director completed the evaluation
form and shared their feedback. The feedback scores
as well as qualitative comments were shared with
the Chairperson of Nomination and Remuneration
Committee.

15. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

Pursuant to Section 178(3) of the Act and Regulation
19 & Schedule II Part D of the SEBI Listing Regulations,
the Nomination and Remuneration Committee of the
Company has formulated the criteria for identification
and Board nomination of the suitable candidates
as well as the policy on remuneration for Directors,
KMP and other employees of the Company. The
Committee, while evaluating potential candidates for
Board membership, considers a variety of personal
attributes, including experience, intellect, foresight,
judgment and transparency and matches these with
the requirements set out by the Board.

The Nomination & Remuneration Policy of the
Company provides the framework for remunerating
the members of the Board, Key Managerial Personnel
and other employees of the Company. This Policy is
guided by the principles and objectives enumerated in
Section 178(4) of the Act and Regulation 19 read along
with Schedule II Part D of the SEBI Listing Regulations.

The Remuneration Policy for Directors, Key Managerial
Personnel and Senior Management Personnel inter-
alia, provides for criteria and qualifications for
appointment of Director, Key Managerial Personnel and
Senior Management, Board Diversity, remuneration to
Directors, Key Managerial Personnel, etc. is available
on the website of the Company and can be accessed
athttps://www.swiqqy.com/corporate/wp-content/
uploads/2024/10/Swigqy-NRC-Policy.pdf.

16. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulations,
each Independent Director has confirmed to the
Company that they continue to meet the criteria of
independence as laid down in Section 149(6) of the Act
and Regulation 16(1)(b) of SEBI Listing Regulations.

In opinion of the Board, Independent Directors of
the Company possess necessary expertise, integrity,
experience and proficiency in their respective fields.
Further, all Independent Directors have confirmed
that they have registered with the data bank of
Independent Directors maintained by and are either
exempt or have completed the online proficiency self¬
assessment test conducted by the Indian Institute of
Corporate Affairs in accordance with the provisions of
Section 150 of the Act.

17. AUDITORS AND AUDIT REPORTS
Statutory Auditors

In terms of provisions of Section 139 of the Act, M/s.
Walker Chandiok & Co. LLP, Chartered Accountants

(FRN - 001076N/N500013) were appointed as the
statutory auditors of the Company at the 12th Annual
General Meeting of the Company held on August 21,

2025, to hold office till the conclusion of the 17th Annual
General Meeting of the Company.

The Auditors'' Report provided by M/s. Walker Chandiok
& Co. LLP for the financial year ended March 31, 2026,
is enclosed along with the financial statements in the
Annual Report. The Auditors'' Report does not contain
any qualifications, observations or adverse remarks.

Internal Auditors

Ms. Veena Perneti, Chartered Accountant, Vice
President - Internal Audit, has been appointed by the
Audit Committee of the Board as the Head of Internal
Audit in accordance with the provisions of Section 138
of the Companies Act, 2013. She is assigned to provide
independent and objective assurance services to
create and preserve value by continuous improvement
to the Company''s systems, processes and internal
controls. She is supported in the discharge of duties
by the in-house team and external service providers
leveraged on a need basis, providing comprehensive
assurance on governance, risk and controls.

Secretarial Auditors

M/s. V. Sreedharan & Associates, (FRN: P1985KR14800)
a firm of Practicing Company Secretaries has
conducted the Secretarial Audit of the Company
for the financial year 2025-26. The Secretarial Audit
Report is appended as Annexure-2A to this report.
The report does not contain qualification, reservation
or adverse remark.

M/s. V. Sreedharan & Associates, (FRN: P1985KR14800)
also acted as Secretarial Auditors for Swiggy Networks
Limited (Formerly known as Swiggy Networks Private
Limited & Scootsy Logistics Private Limited) ("Swiggy
Networks"), material unlisted subsidiary of the
Company for the financial year ended on March 31,

2026. The secretarial audit report of Swiggy Networks
is annexed as Annexure - 2B.

Cost Auditors

The Central Government has not specified the
maintenance of cost records under Section 148(1) of
the Companies Act, 2013, for the products/services of
the Company. In view of this, there is no requirement to
furnish a cost audit of cost records of the Company.

18. INTERNAL FINANCIAL CONTROLS

The Company has laid down adequate internal
financial controls commensurate with the scale and
size of the operation of the Company. The key internal
financial controls have been documented, automated
wherever possible and embedded in the respective
business processes. These internal financial controls
are periodically reviewed and monitored effectively.

The Company has in place adequate policies and
procedures for ensuring the orderly and effective
control of its business, including adherence to the
Company''s policies, safeguarding its assets, prevention
and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the
timely preparation of reliable financial disclosures. The
Company has an adequate system of internal control
commensurate with its size and nature of business.
The Company believes that these systems provide a
reasonable assurance in respect of providing financial
and operational information, safeguarding of assets of
the Company, adhering to the management policies
besides ensuring compliance.

19. CORPORATE GOVERNANCE REPORT

Your Company provides utmost importance to the
best Governance practices and is designed to act
in the best interest of its stakeholders. The Corporate
Governance Report along with the Auditor''s Certificate
for the year under review, as stipulated under SEBI
Listing Regulations forms part of the Annual Report
and the same is appended as Annexure-3.

20. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management''s Discussion and Analysis Report for
the year under review, as stipulated under the SEBI
Listing Regulations forms part of the Annual Report
and is appended as Annexure-4.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of Regulation 34(2) (f) of Listing Regulations
the Business Responsibility and Sustainability Report,
in the prescribed format, forms an Integral Part
of the Annual Report. An assurance report on the
sustainability disclosures in the Business Responsibility
and Sustainability Reporting for the financial year
2025-26 is a part of BRSR. This assurance report has
been issued vide SEBI circular number SEBI/HO/CFD/
CFDSEC-2/P/CIR/2023/122 dated July 12, 2023.

22. EMPLOYEE STOCK OPTION SCHEME

The Company''s has adopted and implemented three
Employee Stock Option Schemes, namely the ''Swiggy
Employee Stock Option Plan 2015'' ("Swiggy ESOP
Plan 2015"), ''Swiggy Employee Stock Option Plan
2021'' ("Swiggy ESOP Plan 2021") ''Swiggy Employee
Stock Option Plan 2024'' ("Swiggy ESOP Plan 2024")
and administered by the Swiggy Employee Stock
Option Trust (''ESOP Trust'') under the instructions and
supervision of the Nomination and Remuneration
Committee (''NRC''). The Plans are implemented
through a trust route in accordance with the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (''SEBI
SBEB & SE Regulations'') with a view of attracting and
retaining the best talent, encouraging employees

to align individual performances with Company''s
objectives and promoting increased participation by
them in the growth of the Company. The Company
has discontinued granting ESOPs under Swiggy ESOP
Plan 2015 & Swiggy ESOP Plan 2021 and does not plan
to issue any further grants under these two ESOP Plans
in the future. All grants are made under the Swiggy
ESOP Plan 2024.

In accordance with the terms of ESOP Schemes,
options may be granted to employees of the Company
and its subsidiaries which gives them rights to receive
equity shares of the Company having face value of
INR 1/- (Indian rupee one) each upon exercise.

The Secretarial Auditor of the Company has provided
a certificate stating that the Swiggy ESOP Plan 2015,
Swiggy ESOP Plan 2021 and Swiggy ESOP Plan 2024
have been implemented in accordance with the SEBI
SBEB & SE Regulations. The said certificate will be
placed before the members at the ensuing Annual
General Meeting and will also be made available on
the website of your Company.

A statement giving detailed information on stock
options granted to employees under the ESOP Scheme
as required under Section 62 of the Act and Regulation
14 of SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 is available on Company''s
website and can be accessed athttps://www.swiqqy.
com/corporate/governance/key-information/

23. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
provided in the prescribed format and appended as
Annexure-5 to this Report.

As per the provisions of Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, a statement containing names of top ten
employees in terms of remuneration drawn and the
particulars of employees forms part of this report.
However, in terms of the first proviso to Section 136(1)
of the Act, Annual Report excluding the aforesaid
information, is being sent to Shareholders of the
Company and others entitled thereto.

Any shareholder interested in obtaining a copy thereof,
may write to theCompany Secretary and Compliance
Officer the Company at[email protected].

24. CORPORATE SOCIAL RESPONSIBILITY

The CSR policy expresses the Company''s ethos and
accountability, detailing the guidelines and processes
for initiating social initiatives that promote the welfare
and long-term development of communities in the
vicinity of its operations.

The disclosures as required under Section 135 of the Act
read with Rule 8(1) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 along with committee
constitution details is appended as Annexure-6 to this
Report.

25. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies
Act, 2013 forms part of the notes to the Financial
Statements provided in this Integrated Annual Report.

26. CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

The Company has formulated and adopted a policy
on dealing with related party transactions, in line
with Regulation 23 of the Listing Regulations, which
is available on the website of the Company at
https://www.swiqqy.com/corporate/wp-content/
uploads/2025/11/RPT-policy Final.pdf

During the financial year 2025-2026, all the transactions
with related parties were entered into at arms'' length
basis and in the ordinary course of business and were
in compliance with the applicable provisions of the Act
and the Listing Regulations.

Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014, the details of
contracts/arrangements entered with related parties
in prescribed Form AOC-2, is annexed to this Report as
Annexure - 7.

27. RISK MANAGEMENT

The Company has a risk management framework for
identification and management of risks. In line with the
SEBI Listing Regulations, the Company has constituted
a Risk Management Committee (''RMC'') comprising
members of the Board of Directors. Terms of reference
of the Committee and composition thereof including
details of meetings held during the financial year
2025-2026 forms part of the Corporate Governance
Report, which forms part of this Annual Report.

Additional details relating to Risk Management are
provided in the Management Discussion and Analysis
Report forming part of this Report. Further, risk
management policy of the company can be accessed
athttps://www¦swiqqv¦com/corporate/qovernance/
corporate-governance/

28. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

Details of the energy conservation, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Account) Rules, 2014 are
annexed to this Report as Annexure-8.

29 PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Your Company maintains a zero-tolerance policy
toward sexual harassment in the workplace. It has
adopted a policy for the prevention, prohibition, and
redressal of sexual harassment in accordance with
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, and
the corresponding Rules. Additionally, the Company
has complied with the requirements for constituting the
Internal Committee (''ICC'') as mandated by the Act. To
build awareness in this area, the Company has been
conducting necessary training in the organization on
an ongoing basis. The Company''s policy on prevention
of sexual harassment (POSH Policy) is available on
its website which can be accessed athttps://www.
swiggy.com/corporate/governance/corporate-
governance/

While maintaining the highest governance norms, the
Company has appointed the following members of
ICC as below:

1. A Presiding officer or Chairperson who is a woman
employed at a senior level at the workplace from
amongst the employees.

2. The Company has appointed an external
independent person committed to this cause and
who has the requisite experience in handling such
matters, as other members of ICC.

3. Not less than two members from amongst
employees are committed to the cause of women;
their safety and have experience in social work
and have legal knowledge.

The following is a summary from the Annual return filed
for the period ended March 31, 2026, under POSH Act:

Sr. No.	Particulars	Number
1.	Number of complaints pending at the beginning of the year	2
2.	Number of complaints received during the financial year	7
3.	Number of complaints disposed of during the financial year	8
4.	Number of cases pending at the end of the financial year*	1
5.	Number of cases pending for more than 90 days	Nil

* Pertained to a complaint pending as on FY 2025-26, on which
investigation which has been completed and grievance has been
redressed during the FY 2026-27

DISCLOSURE WITH RESPECT TO THE
COMPLIANCE OF THE PROVISIONS RELATING TO
THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it is in compliance with
the provisions of the Maternity Benefit Act, 1961, as
amended from time to time. The Company has in

place a policy on maternity benefits and extends all
statutory benefits to eligible women employees in
accordance with the requirements of the said Act.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of
the Act with respect to the Directors'' Responsibility
Statement, the Board of Directors of your Company
state that:

1. in the preparation of the annual financial
statements, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

2. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year and of the Profit and loss of the
Company for that period;

3. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

4. the annual financial statements have been
prepared on a going concern basis;

5. proper internal financial controls were laid down
and that the internal financial controls are
adequate and operating effectively;

6. the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and such systems are adequate
and operating effectively.

31. OTHER DISCLOSURES

Remuneration details as per Schedule V of the
Act

I n terms of Schedule V Part II (Remuneration) of the
Companies Act, 2013, the remuneration details of
the Directors appointed under Chapter XII of the
Companies Act, 2013 forms part of the Corporate
Governance Report which forms part of this Annual
Report

Details relating to Deposits covered under
Chapter V of the Act

During the year under review, the Company has
neither accepted nor renewed any deposits from the
public within the meaning of Section 73 of the Act and
the Companies (Acceptance of Deposits) Rules, 2014.
Hence, the requirement for furnishing of details relating
to deposits covered under Chapter V of the Act or the
details of deposits which are not in compliance with
Chapter V of the Act is not applicable.

Loans from Directors or Director''s Relatives

During the financial year 2025-2026, the Company
has not borrowed any amount(s) from Directors and/
or their relatives.

Disclosure with respect to Demat Suspense/
Unclaimed Suspense Account

The Company does not maintain any Demat Suspense/
Unclaimed Suspense Account and accordingly the
disclosure pertaining as required under Schedule
V Para F of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 is not applicable to
the Company for the period under review.

Downstream Investment

The Company being a foreign owned or controlled
company has complied with the provisions of the
Foreign Exchange Management Act, 1999 ("FEMA")
read with the Foreign Exchange Management
(Nondebt Instruments) Rules, 2019 ("NDI Rules") for
the downstream investment made in other Indian
entities. The Company has obtained a certificate,
confirming compliance with FEMA read with the NDI
Rules from M/s. Walker Chandiok & Co. LLP, Chartered
Accountants (FRN - 001076N/N500013), Statutory
Auditors of the Company.

Vigil Mechanism/Whistle Blower Policy

The Company has a robust vigil mechanism in place,
which is in conformity with the provisions of the Act
and SEBI Listing Regulations. The said policy provides
appropriate avenues to the directors, employees and
stakeholders of the Company to make protected
disclosures in relation to matters concerning the
Company and the same is available at the website of
the Companyhttps://www.swiqqv.com/corporate/
wp-content/uploads/2025/05/Whistleblower-
policy Swiggy-Limited.pdf

This mechanism also provides for adequate safeguards
against victimization of Director(s)/employee(s) who
avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee in
exceptional cases. The details of the Whistle Blower
Policy and the Committee which oversees the
compliance are explained in detail in the Corporate
Governance Report.

During the financial year 2025-2026, the Company
has not received any protected disclosure.

Reporting of Fraud

No frauds were reported by the Auditors as specified
under Section 143 of the Act for the financial year
ended March 31, 2026.

Annual Return of the Company

Pursuant to Section 92(3) of the Act, the Annual Return
in Form MGT-7 has been uploaded on the website of
the Company and can be accessed at:https://www.
swiggy.com/corporate/investor-relations/reports-
and-publications/

Significant and material orders passed by
Regulators or Courts

There were no significant or material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company''s operations in future.

Material changes and commitments, if any

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of the financial year to
which this financial statement relates and the date of
this report.

Change in Nature of Business

The Company continues to be a pioneer on-
demand convenience platform, revolutionising the
way consumers access food and essential services
company engaged in the business of Food Delivery,
Quick Commerce, Out-of-Home consumption, Supply
chain distribution and Platform Innovations.

There has been no change in the nature of the business
of the Company.

Secretarial Standards

The Company has complied with all applicable
mandatory secretarial standards 1 & 2 relating to
Board and General Meetings respectively issued by
the Institute of Company Secretaries of India.

Transfer of Unclaimed Dividend to Investor
Education and Protection Fund

There has been no unclaimed dividend and hence the
provisions of Section 125(2) of the Act do not apply.

Insolvency and Bankruptcy Code, 2016

During the year, the Company has not made any
application under the Insolvency and Bankruptcy
Code, 2016 (''IBC Code''). Further, there is no Corporate
Insolvency Resolution Process initiated under the IBC
Code.

Details of one-time settlement while taking loan
from the banks or financial institutions along
with the reasons thereof

During the year, there was no one-time settlement
done with the Banks or Financial Institutions. Therefore,
the requirement to disclose details of difference
between amounts of valuation done at the time of
one-time settlement and the valuation done, while
taking loan from Banks or Financial Institutions along
with reasons thereof, is not applicable.

Details of utilization of funds raised through
preferential allotment or qualified institutional
placement as specified under Regulation 32(4)
and 32(7A) of the SEBI Listing Regulations

During the financial year under review, the Company
has issued 26,66,66,663 Equity Shares at an issue price
of INR 375 per Equity Share, aggregating to INR 10,000
crore through QIP.

Details of utilisation of proceeds of QIP for the financial
year under review, are given herein below:

	Amount	Amount
Objects	as per offer	utilized in
	document	FY 25-26
	('' in Crore)	('' in Crore)
Investment in the expansion, and operations of our quick commerce fulfilment network, including dark stores and warehouses	4,475.00
Investment in our technology and cloud infrastructure	985.00	5.50
Brand marketing and business promotion expenses for enhancing the brand awareness and visibility of our platform, across our segments	2,340.00	49.77
Expenses in relation to the Fresh Issue	81.36	67.03
Funding inorganic growth through unidentified acquisitions and general corporate purposes	2,118.64	491.14
Total	10,000.00	613.44

Disclosure under Section 43(a)(ii) of the Act

The Company has not issued any shares with
differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act is furnished.

Disclosure under Section 54(1)(d) of the Act

The Company has not issued any sweat equity
shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the
Act is furnished.

Disclosure under Section 67(3) of the Act

During the year under review, there were no instances
of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule 16(4)
of Companies (Share Capital and Debentures) Rules,
2014.

32. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to
bankers, business associates, consultants, and various
Government Authorities for their continued support
extended to your Companies activities during the year
under review. Your Directors wish to thank employees,
customers, partners, suppliers, and shareholders
and investors for their continued support and co¬
operation.

For and on behalf of the Board of Directors of SWIGGY LIMITED

Sriharsha Majety Anand Thirumalachar Kripalu

Managing Director & Group CEO Chairman & Independent Director

(DIN: 06680073) (DIN: 00118324)

Place: Bengaluru
Date: July 23, 2026

---

Mar 31, 2025

Your Director''s have the pleasure in presenting the Twelfth Board''s Report of Swiggy Limited (the ''Company'' or ''Swiggy'')
together with the Audited Financial Statements (Consolidated and Standalone) and the Auditors'' Report on the business
and operations of your Company for the financial year ended March 31, 2025.

1. OVERVIEW OF FINANCIAL PERFORMANCE

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	87,964.80	63,722.98	152,267.55	112,473.90
Other income	6,334.57	6,442.93	3,961.70	3,869.59
Total Income	94,299.37	70,165.91	156,229.25	116,343.49
Less: Total Expenses	119,276.85	88,020.29	187,254.49	139,473.84
Less: Exceptional items	439.23	1,025.94	117.01	305.94
Less: Share of loss of an associate	-	-	25.74	66.14
Loss before tax	(25,416.71)	(18,880.32)	(31,167.99)	(23,502.43)
Tax Expenses	NIL	NIL	NIL	NIL
Loss for the year	(25,416.71)	(18,880.32)	(31,167.99)	(23,502.43)
Other comprehensive income, net of tax	13.15	935.65	10.53	942.93
Total comprehensive loss for the year, net of tax	(25,403.56)	(17,944.67)	(31,157.46)	(22,559.50)

Performance Highlights

D uring the financial year 2024-2025, the Company
on a standalone basis, clocked a total revenue of
'' 87,964.80 million as compared to '' 63,722.98 million
in the previous financial year and Profit Before Tax
(excluding exceptional item) loss of '' (24,977.48)
million as compared to loss of '' (17,854.38) million in
the previous financial year.

D uring the financial year 2024-2025, the Company
on a consolidated basis, achieved a total revenue
of '' 152,267.55 million as compared to '' 112,473.90
million in the previous financial year and Profit Before
Tax (excluding exceptional item) loss of '' (31,050.98)
millions as compared to loss of '' (23,196.49) million in
the previous financial year

2. State of the company Affairs / Overview

Swiggy Limited is India''s pioneering on-demand
convenience platform, revolutionising the way
consumers access food and essential services. The
Company offers a gamut of user-friendly offerings
that allow customers to browse, select, order and
pay for food, groceries and household essentials, with
deliveries made directly to their doorstep through its
on-demand delivery partner network. The Company
was established in 2013 with a mission to enhance the

quality of life for urban consumers by offering seamless
access to daily essentials. The Company has become
a household name in online food delivery by leveraging
robust technology, an extensive delivery partner
network and a customer-centric approach.

Over the years, the Company has diversified its
offerings beyond food to include Swiggy Instamart
(quick commerce for groceries and daily essentials)
and Swiggy Dineout (restaurant table bookings and
dining deals). The platform partners with hundreds of
thousands of restaurants, delivery executives and retail
partners across hundreds of cities, aiming to make
everyday convenience accessible and seamless.

Diversified Business Offerings

• Food Delivery

Swiggy''s food delivery segment continues to be its
core business and provides a comprehensive on-
demand food delivery service, linking customers
with a wide variety of restaurant partners through
its app and website. Currently, Swiggy''s food
delivery service operates in 700 cities across
India, catering to approximately 18 million users.
This segment also offers targeted marketing
and advertising support to restaurant partners,

boosting their visibility on the platform and
increasing customer traffic to their outlets.

In FY 2024-25, Swiggy''s Food Delivery segment
demonstrated robust growth, with Gross Order
Value (GOV) increasing by 16.4% year-on-year
(YoY) and Monthly Transacting Users (MTUs) rising
by 15 % to 14.7million. This growth was driven
by a strategic focus on underserved markets,
including the outskirts of major cities and Tier 2
towns. Innovations like Bolt — which has scaled to
500 cities within six months of launch and now
fulfils more than one in every ten Swiggy food
orders — and Snacc, which delivers beverages,
snacks, tiffin items and meals in 10 to 15 minutes,
have been pivotal in attracting new consumers
and increasing order frequency within this mature
category. The segment also benefited from the
cross-pollination of users from Quick Commerce,
with nearly 30% of Instamart users new to the
Swiggy ecosystem.

• Quick Commerce

Swiggy introduced quick commerce to India
with the launch of Instamart in 2020, providing
on-demand grocery and a growing range of
household items delivered within 10 to 15 minutes.
This quick commerce service has since expanded
to 124 locations, introduced megapods (can house
~50,000 SKUs) to offer wider product assortments
and a robust network of 1,021 active dark stores
pan India. Also launched larger Maxxsaver offering
to improve value delivered to customers for building
larger baskets. Swiggy''s quick commerce arm,
Instamart, focuses on high-frequency purchases,
mainly groceries and essential household items.
It employs data-driven inventory management
to forecast demand patterns and stock products
accordingly, minimising stock-outs and tailoring
the selection to local customer preferences.

In FY 2024-25, the Quick Commerce segment
entered a phase of rapid expansion, with GOV
growing by 82% YoY Average order value increased
by 11.7% YoY to INR 514, driven by broader
selection and increased consumer salience. The
year also saw the net addition of 498 stores,
driving up active dark store area to 3.97 mn sq ft
( 161.4% YoY).

• Out-of-home Consumption

Swiggy''s Out-of-Home consumption category
is mainly driven by two sub-brands: Swiggy
Dineout and Swiggy Scenes . Swiggy Dineout
offers a platform for users to discover restaurants
and make reservations. Swiggy Scenes, events
reservation business integrated into the primary
app creating a one-stop-shop focused primarily

on bookings of in-restaurant events. This business
segment leverages Swiggy''s existing network
and strengthens its presence in the lifestyle and
dining space, catering to the evolving preferences
of urban consumers seeking premium dining and
entertainment options.

The Out-of-Home Consumption segment posted
significant growth, with GOV up 41.3 % YoY in
FY 2024-25

• Supply Chain and Distribution

Swiggy, through its subsidiary Scootsy, provides
supply chain solutions focused on warehousing,
fulfilment and distribution for wholesalers and
retailers. Scootsy offers brands comprehensive
warehousing services, including in-warehouse
processing, packaging and effective inventory
management. Its services also cover product
distribution directly to customers or retail partners,
utilising Swiggy''s logistics expertise to ensure
timely and cost-efficient deliveries. Furthermore,
Swiggy collaborates with various brands to
help expand their retail presence across India.
By offering fulfilment and distribution support,
Scootsy enables these brands to reach a broader
audience without requiring extensive in-house
logistics capabilities.

• Platform Innovations

The platform enables users to make restaurant
reservations via Dineout, event reservations via
Scenes and professional services via Pyng. The
Company also introduced innovative offerings
such as PocketHero (select restaurants offering
budget-friendly meals), One BLCK ( subscription
programme offering priority delivery), Ecosaver
mode (offering opt-in batching of orders) and
Swiggy One (premium membership program) .
The Company continues to expand its innovation
pipeline with new offerings aimed at increasing
our penetration and unlocking higher user
transaction frequencies

. INITIAL PUBLIC OFFERING & LISTING OF EQUITY
SHARES OF THE COMPANY

During the year under review, your Company initiated
an Initial Public Offering (IPO) comprising a Fresh Issue
of Equity Shares aggregating up to '' 44,990 million and
an Offer for Sale of up to '' 68,284.27 million by certain
existing shareholders (collectively referred to as the
"Offer").

The issue opened on November 6, 2024 and closed on
November 8, 2024. The issue was led by Book Running
Lead Managers, viz., Kotak Mahindra Capital Company
Limited, J.P. Morgan India Private Limited, Citigroup
Global Markets India Private Limited, BofA Securities

India Limited, Jefferies India Private Limited, ICICI
Securities Limited, and Avendus Capital Private Limited.

Pursuant to the IPO, the equity shares of the Company
are listed on the National Stock Exchange of India
Limited and BSE Limited effective November 13, 2024.

Your Directors would like to thank the Merchant Bankers,
legal counsels and other stakeholders for helping
the Company achieve the successful IPO and listing.
Your Directors would also like to thank the regulators,
Securities and Exchange Board of India and Registrar
of Companies for enabling the Company to take its
equity story to the public market.

Last but not least, your Directors extend their heartfelt
gratitude to the shareholders for investing in the IPO
and reposing their continuous trust and faith in the
Company and its management.

4. DIVIDEND

During the financial year under review, the Board
has not recommended any dividend. In terms of
Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''SEBI
Listing Regulations''), the Dividend Distribution Policy
is available on the Company''s website and can be
accessed at https://www.swiggy.com/corporate/wp-
content/uploads/2024/10/Dividend-Distribution-
Policy.pdf.

5. TRANSFER TO GENERAL RESERVES

During the year under review, no amount was
transferred to the reserves for the financial year ended
March 31, 2025.

6. SUBSIDIARIES/JOINT VENTURES AND
ASSOCIATES

As on March 31, 2025, and the date of the report, the
Company has the following subsidiaries:

1. Scootsy Logistics Private Limited ("Scootsy") w.e.f.
August 03, 2018, wholly owned subsidiary of
the Company.

2. Supr Infotech Solutions Private Limited ("Supr")
w.e.f. September 27, 2019, wholly owned subsidiary
of the Company.

3. Lynks Logistics Limited ("Lynks") w.e.f. August 29,
2023, step down wholly owned subsidiary.

4. Swiggy Sports Private Limited w.e.f. January 15,
2025, wholly owned subsidiary of the Company.

The Company has one associate company:

1. Loyal Hospitality Private Limited w.e.f. March
01, 2023

7. ACCOUNTS OF SUBSIDIARIES

The consolidated financial statements of the Company
for the financial year 2024-2025 are prepared in
compliance with the applicable provisions of the Act
including Indian Accounting Standards specified under
Section 133 of the Act.

Audited financial statements of each of the subsidiary
companies is available on the website of the Company
and can be accessed at https://www.swiggv.
com/corporate/investor-relations/reports-and-
publications/.

Further, pursuant to the provisions of Section 129(3) of
the Act, a statement containing salient features of the
financial statements of the Company''s subsidiaries as
required in Form AOC 1 is appended as Annexure-1 to
this Report.

8. MATERIAL SUBSIDIARIES

The Board of Directors of the Company has adopted
a Policy for determining material subsidiaries in line
with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy is available
at Company''s website at https://www.swiqqv.com/
corporate/wp-content/uploads/2024/10/Policy-for-
determining-Material-Subsidiaries.pdf.

For the financial year 2024-25, Scootsy Logistics Private
Limited is categorized as material subsidiary(s) of the
Company as per the thresholds laid down under the
SEBI Listing Regulations.

9. SHARE CAPITAL
Authorized Share Capital

The Authorised Share capital of the Company is INR
1,66,99,80,24,990 (Indian Rupees Sixteen Thousand
Six Hundred and Ninety-Nine Crores Eighty Lakhs
Twenty-Four Thousand Nine Hundred and Ninety only)
divided into:

(i) 2,80,00,00,000 (Two Hundred and Eighty Crores)
equity shares of INR 1 (Indian Rupee One
only) each;

(ii) 61,440 (Sixty-one thousand four hundred and
forty) Series A Compulsorily Convertible Preference
Shares of face value INR 10 (Indian Rupees Ten
only) each;

(iii) 85,000 (Eighty-five thousand) Series B Compulsorily
Convertible Preference Shares of face value INR 10
(Indian Rupees Ten only) each;

(iv) 1,11,766 (One lakh eleven thousand seven hundred
and sixty-six) Series C Compulsorily Convertible
Preference Shares of face value INR 10 (Indian
Rupees Ten only) each;

(v) 29,800 (Twenty-nine thousand eight hundred)
Series D Compulsorily Convertible Preference
Shares of face value INR 10 (Indian Rupees Ten
only) each;

(vi) 1,02,960 (one lakh two thousand nine hundred
sixty) Series E Compulsorily Convertible Preference
Shares of face value INR 10 (Indian Rupees Ten
only) each;

(vii) 80,290 (Eighty thousand two hundred and ninety)
Series F Compulsorily Convertible Preference
Shares of face value INR 10 (Indian Rupees Ten
only) each;

(viii) 1,18,850 (One lakh eighteen thousand eight
hundred and fifty) Series G Compulsorily
Convertible Preference Shares of face value INR
10 (Indian Rupees ten only) each;

(ix) 2,47,750 (Two lakhs forty-seven thousand
seven hundred and fifty) Series H Compulsorily
Convertible Preference Shares of face value INR
10 (Indian Rupees ten only) each;

(x) 47,637 (Forty-seven thousand six hundred and
thirty-seven) Series I Compulsorily Convertible
Preference Shares of face value INR 10 (Indian
Rupees ten only) each;

(xi) 1,33,357 (One lakh thirty-three thousand three
hundred and fifty seven) Series I-2 Compulsorily
Convertible Preference Shares of face value INR
10 (Indian Rupees ten only) each; and

(xii) 1,00,238 (One lakh two hundred and thirty-eight)
Series J Compulsorily Convertible Preference

Shares of face value INR 10 (Indian Rupees ten
only) each.

(xiii) 1,23,411 (One Lakh Twenty-Three Thousand
Four Hundred and Eleven) Series J2 Compulsorily
Convertible Preference Shares of face value INR
10 (Indian Rupees ten only) each.

(xiv) 1,08,000 (One Lakh Eight Thousand) Series K
CCPS Compulsorily Convertible Preference Shares
of face value of INR 10,000 (Indian Rupees ten
thousand Only) each.

(xv) 1,08,00,000 (One Crore Eight Lakh) Series K1 CCPS
Compulsorily Convertible Preference Shares of
face value of INR 10 (Indian Rupees ten Only) each.

(xvi) 16,29,97,600 (Sixteen Crores Twenty-Nine Lakhs
Ninety-Seven Thousand Six Hundred) Bonus
Compulsorily Convertible Preference Shares of
face value INR 1,000 (Indian Rupees One Thousand
only) each.

Issued, Subscribed and paid-up Share Capital

The issued, subscribed and paid-up share capital of
the Company as on March 31, 2025 INR 228,64,80,881
(Indian Rupees Two Hundred Twenty-Eight Crore Sixty-
Four Lakh Eighty Thousand Eight Hundred Eighty-
One Only) divided into: 228,64,80,881 (Two Hundred
Twenty-Eight Crore Sixty-Four Lakh Eighty Thousand
Eight Hundred Eighty-One) equity shares of face value
of INR 1/- (Rupee One Only) each.

Changes during the year

Details of change in the share capital of the company
during the year are as below:

Date of allotment of equity shares	Number of equity shares allotted	Face value per equity share (in '')	Issue price per equity share (in '')	Nature of allotment	Nature of consideration	Name of allottees/ shareholders
April 3, 2024	50,00,000	1		Allotment pursuant to conversion of Bonus CCPS in the ratio of 1.6 Equity Share for each Bonus CCPS held	N.A.	Allotment of 5,000,000 Equity Shares to Sriharsha Majety
April 3, 2024	17,00,000	1		Allotment pursuant to conversion of Bonus CCPS in the ratio of 1 Equity Share for each Bonus CCPS held	N.A.	Allotment of 1,700,000 Equity Shares to Lakshmi Nandan Reddy Obul
June 17, 2024	13,25,346	1		Allotment pursuant to conversion of Series I CCPS in the ratio of 1401 Equity Share for each Series I CCPS held	N.A.	Allotment of 966,690 Equity Shares to Ark India Food-Tech Private Investment Trust and 358,656 Equity Shares to Ark India Innovation Capital Private Investment Trust

Date of allotment of equity shares	Number of equity shares allotted	Face value per equity share (in '')	Issue price per equity share (in '')	Nature of allotment	Nature of consideration	Name of allottees/ shareholders
July 19, 2024	25,36,800	1		Allotment pursuant to conversion of Bonus CCPS in the ratio of 1 Equity Share for each Bonus CCPS held	N.A.	Allotment of 2,536,800 Equity Shares to Catalyst Trusteeship Limited.
July 31, 2024	28,66,995	1	1	Allotment pursuant to exercise under ESOP 2015 and ESOP 2021	Cash	Allotment to 652 employees of the Company and Subsidiaries under the ESOP 2015 and 2 employees of the Company and Subsidiaries under the ESOP 2021
July 31, 2024	15,35,000	1		Allotment pursuant to conversion of Bonus CCPS in the ratio of 1 Equity Share for each Bonus CCPS held	N.A.	Allotment of 1,500,000 Equity Shares to Lakshmi Nandan Reddy Obul and 35,000 Equity Shares to Catalyst Trusteeship Limited
July 31, 2024	28,98,669	1		Allotment pursuant to conversion of Series I CCPS in the ratio of 1401 Equity Share for each Series I CCPS held	N.A.	Allotment of 2,898,669 Equity Shares to Ark India Food-Tech Private Investment Trust
July 31, 2024	20,11,238	1		Allotment pursuant to conversion of Series K1 CCPS in the ratio of 1 Equity Share for each Series K1 CCPS held	N.A.	Allotment of 2,004,481 Equity Shares to P.R.Venketrama Raja & 6,757 Equity Shares to P.V. Abinav Ramasubramaniam Raja
August 14, 2024	25,97,552	1	1	Allotment pursuant to exercise under ESOP 2015 and ESOP 2021	Cash	Allotment to 432 employees of the Company and Subsidiaries under the ESOP 2015 and 1 employee of the Company and Subsidiaries under the ESOP 2021
September 10, 2024	2,00,00,000	1		Allotment pursuant to conversion of Bonus CCPS in the ratio of 1.6 Equity Share for each Bonus CCPS held	N.A.	Allotment of 20,000,000 Equity Shares to Sriharsha Majety
September 10, 2024	14,000	1		Allotment pursuant to conversion of Bonus CCPS in the ratio of 1 Equity Share for each Bonus CCPS held	N.A.	Allotment of 14,000 Equity Shares to KIP Re-Up Fund

Date of allotment of equity shares	Number of equity shares allotted	Face value per equity share (in '')	Issue price per equity share (in '')	Nature of allotment	Nature of consideration	Name of allottees/ shareholders
September 10, 2024	26,89,920	1		Allotment pursuant to conversion of Series I CCPS in the ratio of 1,401 Equity Share for each Series I CCPS held	N.A.	Allotment of 2,098,698 Equity Shares to KIP Re-Up Fund, 196,140 Equity Shares to SVIC No. 34 New Technology Business Investment L.L.P., and 197,541 Equity Shares each to SVIC No. 38 New Technology Business Investment L.L.P. and SVIC No. 45 New Technology Business Investment L.L.P
September 16, 2024	60,53,721	1		Allotment pursuant to conversion of Series A CCPS in the ratio of 1,401 Equity Share for each Series A CCPS held	N.A.	Allotment of 6,053,721 Equity Shares to Torroz Fintech Private Limited
September 16, 2024	1,39,46,955	1		Allotment pursuant to conversion of Series B CCPS in the ratio of 1,401 Equity Share for each Series B CCPS held	N.A.	Allotment of 13,946,955 Equity Shares to Torroz Fintech Private Limited
September 16, 2024	45,16,824	1		Allotment pursuant to conversion of Series I2 CCPS in the ratio of 1,401 Equity Share for each Series I2 CCPS held	N.A.	Allotment of 4,516,824 Equity Shares to Torroz Fintech Private Limited
October 16, 2024	1,70,81,62,245	1		Allotment pursuant to conversion of Series A, Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I, Series I-2, Series J, and Series J-2 CCPS in the ratio of 1,401 Equity Shares for each Series A, Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I, Series I-2, Series J, a nd Series J-2 held	N.A.	For details of allottees, please see https://www.swiggy. com/corporate/ investor- relations/.
October 16, 2024	13,12,16,736	1		Allotment pursuant to conversion of Series K CCPS in the ratio of 1,376 Equity Shares for each Series K CCPS held	N.A.	For details of allottees, please see https://www.swiggy. com/corporate/ investor- relations/.
October 16, 2024	87,10,462	1		Allotment pursuant to conversion of Series K-1 CCPS in the ratio of 1 Equity Shares for each Series K-1 CCPS held	N.A.	For details of allottees, please see https://www.swiggy. com/corporate/ investor- relations/.
October 17, 2024	11,19,20,000	1		Allotment pursuant to conversion of Bonus CCPS in the ratio of 1.6 Equity Shares for each Bonus CCPS held	N.A.	For details of allottees, please see https://www.swiggy. com/corporate/ investor- relations/.

Date of allotment of equity shares	Number of equity shares allotted	Face value per equity share (in '')	Issue price per equity share (in '')	Nature of allotment	Nature of consideration	Name of allottees/ shareholders
October 17, 2024	6,32,98,600	1		Allotment pursuant to conversion of Bonus CCPS in the ratio of 1 Equity Shares for each Bonus CCPS held	N.A.	For details of allottees, please see https://www.swiggy. com/corporate/ investor- relations/
November 11, 2024	336,974	1	365	Allotment pursuant to Public Issue (IPO)	NA	For details of allottees, please see https://www.swiggy. com/corporate/ investor- relations/
November 11, 2024	11,50,43,769	1	390	Allotment pursuant to Public Issue (IPO)	NA	For details of allottees, please see https://www.swiggy. com/corporate/ investor- relations/
January 25, 2025	2,61,93,411	1	1	Allotment of shares under Swiggy ESOP Plan 2015 and Swiggy ESOP Plan 2021	NA	Allotment to 1382 employees of the Company and Subsidiaries under the Swiggy ESOP Plan 2015 & 2021
February 21, 2025	1,71,44,660	1	1	Allotment of shares under Swiggy ESOP Plan 2015 and Swiggy ESOP Plan 2021	NA	Allotment to 838 employees of the Company and Subsidiaries under the Swiggy ESOP Plan 2015 & 2021
February 26, 2025	8,64,417	1	1	Allotment of shares under Swiggy ESOP Plan 2021	NA	Allotment to one employee of the Company under the Swiggy ESOP Plan 2021
March 24, 2025	38,31,082	1	1	Allotment of shares under Swiggy ESOP Plan 2015 and Swiggy ESOP Plan 2021	NA	Allotment to 525 employees of the Company and Subsidiaries under the Swiggy ESOP Plan 2015 & 2021

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (''KMP'') OF THE COMPANY

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and SEBI Listing
Regulations. There was no change in the Directors of the Company during the year under review.

As at March 31, 2025, the Board of the Company comprises of 10 Directors of which 2 are Executive Directors, 4 are
Non-Executive Nominee Directors and 4 are Non-Executive Independent Directors, details of which are provided below:

Sr. No. Name		Designation
Non	-Executive - Independent Directors
1.	Anand Kripalu	Chairman and Independent Director (Non-Executive)
2.	Shailesh Vishnubhai Haribhakti	Independent Director (Non-Executive)
3.	Sahil Barua#	Independent Director (Non-Executive)
4.	Suparna Mitra	Independent Director (Non-Executive)
Executive Directors
5.	Sriharsha Majety	Managing Director & Group CEO
6.	Lakshmi Nandan Reddy Obul	Whole-time Director - Head of Innovation
Non	-Executive - Nominee Directors
7.	Anand Daniel	Nominee Director (Non-Executive)##
8.	Ashutosh Sharma	Nominee Director (Non-Executive)**
9.	Sumer Juneja	Nominee Director (Non-Executive)*
10.	Roger Clark Rabalais	Nominee Director (Non-Executive)**

Sr. No. Name	Designation
Other KMPs
11. Rahul Bothra	Chief Finance Officer

# Mr. Sahil Barua, Non-Executive Independent Director of the Company resigned with effect from closing business hours of April 11, 2025
*Nominee of SoftBank.

## Nominee of Accel Entities.

*"Nominee of MIH.

Resignation of Director and KMP

Mr. M Sridhar has stepped down as Company Secretary
and Compliance officer of the Company, with effect
from the closure of business hours on February 17, 2025.

The Board appreciated the efforts and guidance
made by him during his tenure and association with
the Company and expressed its deepest gratitude for
the valuable contributions made by him.

Mr. Venkatraman Ramachandran was appointed as
Interim Company Secretary & Compliance Officer of
the Company with effect from May 9, 2025.

Mr. Venkatraman Ramachandran has stepped down
as Interim Company Secretary & Compliance Officer of
the Company with effect from July 24, 2025, and Mrs.
Cauveri Sriram was appointed as Company Secretary
& Compliance Officer of the Company with effect from
July 25, 2025.

Retirement by Rotation & Re-appointment

A proposal for re-appointment of Mr. Lakshmi Nandan
Reddy Obul (DIN: 06686145) retiring director, as an
Executive Director designated as Whole Time Director
- Head of Innovation of the Company shall be placed
before Members of the Company at the ensuing AGM.
Your directors recommend his re-appointment on the
Board of the Company.

Pursuant to the recommendation of Nomination and
Remuneration Committee, the Board of Directors,
considered and approved the re-appointment of
Mr. Shailesh Vishnubhai Haribhakti as a Non-Executive,
Independent Director for a period of five consecutive
years commencing from January 24, 2026, up to
January 23, 2031, subject to the approval of the
Members of the Company at the ensuing AGM.

Pursuant to the recommendation of Nomination and
Remuneration Committee, the Board of Directors,
considered and approved the appointment of Mr. Faraz
Khalid as a Non-Executive, Independent Director for a
period of five consecutive years commencing from July
25, 2025, up to July 24, 2030, subject to the approval
of the Members of the Company at the ensuing AGM.

I n terms of the SEBI Listing Regulations, continuation
of a Director on the Board of Directors of a listed

entity as on 31^st March 2024, without the approval
of the shareholders for the last five years or more
shall be subject to the approval of shareholders in
the first general meeting to be held after 31^st March
2024 and thereafter at least once in every five years.
In the aforesaid context, approval of the Members
is being sought for continuation of Mr. Ashutosh
Sharma and Roger Clark Rabalais as Non-Executive -
Nominee Directors, at the ensuing AGM. Your directors
recommend their re-appointment on the Board of
the Company.

The disclosures pertaining to Directors being re¬
appointed as required under the SEBI Listing Regulations
and Secretarial Standard on General Meetings issued
by the Institute of Company Secretaries of India is
provided in the explanatory statement to the Notice
convening the AGM of the Company for reference of
the Shareholders.

During the year under review, the Non-Executive/
Independent Directors of the Company had no
pecuniary relationship or transactions with the
Company, other than sitting fees, commission and
reimbursement of expenses, if any.

None of the Directors of the Company are disqualified
under Section 164(1) or Section 164(2) of the Act.

11. BOARD MEETINGS

The Board of Directors met 15 times during the said
financial year on the following dates:

. o co z	Quarter	No. of Meetings held in the Quarter	Board Meeting Dates
1.	April - June 2024	4 (Four)	01st April 2024 18th April 2024 25th April 2024 28th June 2024
2.	July - September 2024	3 (Three)	21st August 2024 24th September 2024 26th September 2024
3.	October - December 2024	5 (Five)	28th October 2024 29th October 2024 08th November 2024 11th November 2024 3rd December 2024
4.	January - March 2025	3 (Three)	5th February 2025, 21st February 2025 26th February 2025

Gap between two Board meetings during the year
under review did not exceed one hundred and twenty
days. Requisite quorum was present for all the meetings.

The details of attendance of the Directors in the
meeting are provided in the Corporate Governance
Report, which forms part of this Annual Report.

12. COMMITTEES OF THE BOARD

The Board has constituted committees to focus on
specific areas and make informed decisions within
the authority delegated to each of the Committees.
The Company has following Committees as on March
31, 2025:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Risk Management Committee

e) Corporate Social Responsibility Committee

Details of meetings of the Board Committees held during
the financial year 2024-2025 along with information
relating to attendance of each director/committee
member is provided in the Corporate Governance
Report, which forms part of this Annual Report.

13. INDEPENDENT DIRECTORS'' MEETING

The meeting of Independent Directors was held
on October 29, 2024, and March 19, 2025, without
the attendance of Non-Independent Directors and
members of the management. The Independent
Directors reviewed the performance of Non¬
Independent Directors, the Committees and the Board
as a whole, along with the performance of the Chairman
of the Company, taking into account the views of
Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow
of information between the management and the
Board that is necessary for the Board to effectively and
reasonably perform their duties.

14. ANNUAL PERFORMANCE EVALUATION OF THE
BOARD

The Board has adopted a formal mechanism for
evaluating its own performance and the performance
of its Committees and individual Directors, including the
Chairman of the Board.

The results of evaluation showed a high level of
commitment and engagement of the Board, its
various committees and senior leadership. The
recommendations arising from the evaluation process
were discussed at the Independent Directors meeting
held on March 19, 2025.

For the year ended March 31, 2025, evaluation forms
were circulated to the Board Members which included
the evaluation of the Board as a whole, Board
Committees and Peer evaluation of the Directors.
Each Director completed the evaluation form and
shared their feedback. The feedback scores as well as
qualitative comments were shared with the Chairperson
of Nomination and Remuneration Committee.

15. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

Pursuant to Section 178(3) of the Act and Regulation
19 & Schedule II Part D of the SEBI Listing Regulations,
the Nomination and Remuneration Committee of the
Company has formulated the criteria for identification
and Board nomination of the suitable candidates as
well as the policy on remuneration for Directors, KMP
and other employees of the Company. The Committee,
while evaluating potential candidates for Board
membership, considers a variety of personal attributes,
including experience, intellect, foresight, judgment and
transparency and matches these with the requirements
set out by the Board.

The Nomination & Remuneration Policy of the Company
provides the framework for remunerating the members
of the Board, Key Managerial Personnel and other
employees of the Company. This Policy is guided by
the principles and objectives enumerated in Section
178(4) of the Act and Regulation 19 read along with
Schedule II Part D of the SEBI Listing Regulations.

The Remuneration Policy for Directors, Key Managerial
Personnel and Senior Management Personnel inter-
alia, provides for criteria and qualifications for
appointment of Director, Key Managerial Personnel and
Senior Management, Board Diversity, remuneration to
Directors, Key Managerial Personnel, etc. is available
on the website of the Company and can be accessed
at https://www.swiqqv.com/corporate/wp-content/
uploads/2024/10/Swiqqy-NRC-Policv.pdf.

16. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulations, each
Independent Director has confirmed to the Company
that they continue to meet the criteria of independence
as laid down in Section 149(6) of the Act and Regulation
16(1)(b) of SEBI Listing Regulations.

I n opinion of the Board, Independent Directors of
the Company possess necessary expertise, integrity,
experience and proficiency in their respective fields.
Further, all Independent Directors have confirmed
that they have registered with the data bank of
Independent Directors maintained by and are either
exempt or have completed the online proficiency self¬
assessment test conducted by the Indian Institute of

assurance services to create and preserve value by
continuous improvement to the Company''s systems,
processes and internal controls. She is supported in
the discharge of duties by the in-house team and
external service providers leveraged on a need basis,
providing comprehensive assurance on governance,
risk and controls.

Secretarial Auditors

M/s. Sreedharan and Associates, (FRN: P1985KR14800)
a firm of Practicing Company Secretaries has
conducted the Secretarial Audit of the Company
for the financial year 2024-25. The Secretarial Audit
Report is appended as Annexure-2A to this report. The
report contains qualifications, reservations, or adverse
remarks, which are appended below:

1) Delay in ROC filings during the FY 2024-25.

The resolutions at each of the Board & Committee
Meetings were duly deliberated and passed
with the requisite majority. The delay in filing
the necessary returns were due to procedural
constraints; however, the filings with the MCA have
since been completed following the review period.

2) Review of investment made by Swiggy limited in
its unlisted subsidiary companies by the Audit
Committee

The Board while taking note of the observation,
clarifies that the investments made into Scootsy
Private Limited, a material subsidiary of the
Company, majorly formed part of the Objects
clause of the Prospectus. The utilization of the
IPO proceeds has been a subject matter of
monitoring by the Monitory agency. The report
issued by the monitoring agency for the period
ended December 31, 2024 & March 31, 2025, was
placed before the Audit Committee and Board for
their noting and approval. There were no adverse
remarks either in the report or from the Audit
Committee or the board.

2. Minutes of subsidiary companies were not placed
before the Board of Directors of the Swiggy
Limited

The Board of Directors of the Company has
been consistently kept informed about the
details and transactions of the subsidiaries, and
all necessary actions in this regard have been
duly undertaken. However, the placement of the
minutes of the subsidiaries before the Board was
inadvertently missed.

M/s. Sreedharan and Associates, (FRN: P1985KR14800)
also acted as Secretarial Auditors for Scootsy Logistics
Private Limited ("Scootsy"), material unlisted subsidiary
of the Company for the financial year ended on March

Corporate Affairs in accordance with the provisions of
Section 150 of the Act.

17. AUDITORS AND AUDIT REPORTS
Statutory Auditors

In terms of provisions of Section 139 of the Act, M/s B S R
& Co. LLP, Chartered Accountants (FRN - 101248W/W-
100022) were re-appointed as the statutory auditors of
the Company at the 10^th Annual General Meeting of the
Company held on September 29, 2023, to hold office
till the conclusion of the 12^th Annual General Meeting
of the Company.

The Auditors'' Report provided by M/s. B S R & Co.
LLP for the financial year ended March 31, 2025, is
enclosed along with the financial statements in the
Annual Report. The Auditors'' Report does not contain
any qualifications, observations or adverse remarks.

As the term of M/s. B S R & Co. LLP as the Statutory
Auditors of the Company expires at the conclusion
of 12^th AGM, the Board of Directors of the Company
at their meeting held on 9^th May, 2025, based on
the recommendation of the Audit Committee, has
recommended to the Members the appointment
of M/s. Walker Chandiok & Co. LLP, Chartered
Accountants (Firm Registration No. 001076N/N500013),
as Statutory Auditors of the Company, for a term of 5
(five) consecutive years from the conclusion of 12^th AGM
till the conclusion of the 17^th AGM.

Accordingly, an Ordinary Resolution, proposing
appointment of M/s. Walker Chandiok & Co. LLP, as
the Statutory Auditors of the Company for a term of
five consecutive years pursuant to Section 139 of the
Act, forms part of the Notice of the 12^th AGM of the
Company. The Company has received the written
consent and a certificate that M/s. Walker Chandiok
& Co. LLP satisfy the criteria provided under Section
141 of the Act and that the appointment, if made,
shall be in accordance with the applicable provisions
of the Act and rules framed thereunder. M/s. Walker
Chandiok & Co. LLP is a firm of Chartered Accountants
registered with the Institute of Chartered Accountants
of India. It was established in 1935 and is a Limited
Liability Partnership Firm incorporated in India. It has its
registered office at L-41, Connaught Circus, New Delhi
- 110001 apart from 16 other branch offices in various
cities in India. It is primarily engaged in providing audit
and assurance services to its clients.

Internal Auditors

Ms. Dolly Sureka, Chartered Accountant, Vice President
& Head of Assurance & Business Advisory, has been
appointed by the Audit Committee of the Board as
the Head of Internal Audit in accordance with the
provisions of Section 138 of the Companies Act, 2013.
She is assigned to provide independent and objective
31, 2025. The secretarial audit report of Scootsy is
annexed as Annexure - 2B.

Cost Auditors

The Central Government has not specified the
maintenance of cost records under Section 148(1) of
the Companies Act, 2013, for the products/services of
the Company. In view of this, there is no requirement to
furnish a cost audit of cost records of the Company.

18. INTERNAL FINANCIAL CONTROLS

The Company has laid down adequate internal
financial controls commensurate with the scale and
size of the operation of the Company. The key internal
financial controls have been documented, automated
wherever possible and embedded in the respective
business processes. These internal financial controls
are periodically reviewed and monitored effectively.

The Company has in place adequate policies and
procedures for ensuring the orderly and effective
control of its business, including adherence to the
Company''s policies, safeguarding its assets, prevention
and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the
timely preparation of reliable financial disclosures. The
Company has an adequate system of internal control
commensurate with its size and nature of business.
The Company believes that these systems provide a
reasonable assurance in respect of providing financial
and operational information, safeguarding of assets of
the Company, adhering to the management policies
besides ensuring compliance.

19. CORPORATE GOVERNANCE REPORT

Your Company provides utmost importance to the
best Governance practices and is designed to act
in the best interest of its stakeholders. The Corporate
Governance Report along with the Auditor''s Certificate
for the year under review, as stipulated under SEBI
Listing Regulations forms part of the Annual Report and
the same is appended as Annexure-3.

20. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management''s Discussion and Analysis Report for
the year under review, as stipulated under the SEBI
Listing Regulations forms part of the Annual Report and
is appended as Annexure-4.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As per the SEBI Listing Regulations, Business
Responsibility and Sustainability Report for the financial
year 2024-2025 is not applicable to the Company. The
Company continues to pursue this initiative as part
of its commitment to voluntary ESG disclosures and
good governance practices, aligning with industry

benchmarks and stakeholder expectations and is
appended as Annexure-5.

22. EMPLOYEE STOCK OPTION SCHEME

The Company''s Employee Stock Option Schemes,
namely the ''Swiggy Employee Stock Option Plan 2015''
("Swiggy ESOP Plan 2015") and the ''Swiggy Employee
Stock Option Plan 2021'' ("Swiggy ESOP Plan 2021"),
were amended during the financial year 2024-25.
Additionally, a new scheme titled the ''Swiggy Employee
Stock Option Plan 2024'' ("Swiggy ESOP Plan 2024")
was introduced for the benefit of eligible employees
of the Company, effective from April 10, 2024. With
the implementation of Swiggy ESOP 2024, the Swiggy
ESOP 2015 Plan will be sunset effective the same date,
and all subsequent grants will henceforth be made
under the Swiggy ESOP 2024. All the three ESOPs are
in compliance with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (hereinafter referred to as
"SEBI SBEB & SE Regulations").

During the year under review, the Company has
obtained in-principle approvals from the Stock
Exchanges in relation to the said scheme for allotment
of equity shares against the vested stock options.

The Secretarial Auditor of your Company has provided
a certificate stating that the Swiggy ESOP Plan 2015,
Swiggy ESOP Plan 2021 and Swiggy ESOP Plan 2024
have been implemented in accordance with the SEBI
SBEB & SE Regulations. The said certificate will be
placed before the members at the ensuing Annual
General Meeting and will also be made available on
the website of your Company.

A statement giving detailed information on stock
options granted to employees under the ESOP Scheme
as required under Section 62 of the Act and Regulation
14 of SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 is available on Company''s
website and can be accessed at https://www.swiggy.
com/corporate/investor-relations/disclosures-under-
sebi-lodr/

23. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
provided in the prescribed format and appended as
Annexure-6 to this Report.

The statement containing particulars of the top 10
employees and the employees drawing remuneration
in excess of limits prescribed under Section 197(12) of
the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in the Annexure

forming part of this Report. Further, the report and the
accounts are being sent to the Members excluding
the aforesaid annexure. In terms of Section 136 of the
Act, the said annexure is open for inspection and any
Member interested in obtaining a copy of the same
may write to the Company Secretary.

24. CORPORATE SOCIAL RESPONSIBILITY

The CSR policy expresses the Company''s ethos and
accountability, detailing the guidelines and processes
for initiating social initiatives that promote the welfare
and long-term development of communities in the
vicinity of its operations.

The disclosures as required under Section 135 of the Act
read with Rule 8(1) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 along with committee
constitution details is appended as Annexure-7 to
this Report.

25. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not provided any loans or guarantee
under Section 186 of the Act. Details of Investments,
loans or guarantee covered under the provisions of
Section 186 of the Act, are given in Note no. 34 to the
standalone financial statements in the Annual Report.

26. CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

The Company has formulated and adopted a policy
on dealing with related party transactions, in line
with Regulation 23 of the Listing Regulations, which
is available on the website of the Company at
https://www.swiqqv.com/corporate/wp-content/
uploads/2024/10/RPT-Policy.pdf.

During the financial year 2024-2025, all the transactions
with related parties were entered into at arms'' length
basis and in the ordinary course of business and were
in compliance with the applicable provisions of the
Act and the Listing Regulations, and the disclosure of
related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable for
FY24-25.

27. RISK MANAGEMENT

The Company has a risk management framework for
identification and management of risks. In line with the
SEBI Listing Regulations, the Company has constituted
a Risk Management Committee (''RMC'') comprising
members of the Board of Directors. Terms of reference
of the Committee and composition thereof including
details of meetings held during the financial year 2024¬
2025 forms part of the Corporate Governance Report,
which forms part of this Annual Report.

Additional details relating to Risk Management are
provided in the Management Discussion and Analysis
Report forming part of this Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

Details of the energy conservation, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Account) Rules, 2014 are
annexed to this Report as Annexure-8.

29. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Your Company maintains a zero-tolerance policy
toward sexual harassment in the workplace. It has
adopted a policy for the prevention, prohibition, and
redressal of sexual harassment in accordance with
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, and
the corresponding Rules. Additionally, the Company
has complied with the requirements for constituting the
Internal Committee (''ICC'') as mandated by the Act. To
build awareness in this area, the Company has been
conducting necessary training in the organization on
an ongoing basis.

While maintaining the highest governance norms, the
Company has appointed the following members of ICC
as below:

1. A Presiding officer or Chairperson who is a woman
employed at a senior level at the workplace from
amongst the employees.

2. The Company has appointed an external
independent person committed to this cause and
who has the requisite experience in handling such
matters, as other members of ICC.

3. Not less than two members from amongst
employees are committed to the cause of women;
their safety and have experience in social work
and have legal knowledge.

The following is a summary from the Annual return filed
for the period ended March 31, 2025 under POSH Act:

Sr. No.	Particulars	Number
1.	Number of complaints filed during the financial year	6
2.	Number of complaints disposed of during the financial year	4
3.	Number of cases pending at the end of the financial year*	2
4.	Number of cases resolved beyond 90 days	1

* Pertained to a complaint pending as on FY 2024-25, on which
investigation which has been completed and grievance has been
redressed during the FY 2025-26.

The company has complied the provisions of pertaining
to Maternity Benefits Act, 1961 during the FY 2024-25.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of
the Act with respect to the Directors'' Responsibility
Statement, the Board of Directors of your Company
state that:

1. in the preparation of the annual financial
statements, the applicable accounting standards
have been followed along with proper explanation
relating to material departures;

2. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
financial year and of the profit of the Company for
that period;

3. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

4. the annual financial statements have been
prepared on a going concern basis;

5. proper internal financial controls were laid down
and that the internal financial controls are
adequate and operating effectively;

6. the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and such systems are adequate
and operating effectively.

31. OTHER DISCLOSURES

Remuneration details as per Schedule V of the
Act

In terms of Schedule V Part II (Remuneration) of the
Companies Act, 2013, the remuneration details of the
Directors appointed under Chapter XII of the Companies
Act, 2013 forms part of the Corporate Governance
Report which forms part of this Annual Report

Details relating to Deposits covered under
Chapter V of the Act

During the year under review, the Company has neither
accepted nor renewed any deposits from the public
within the meaning of Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014.
Hence, the requirement for furnishing of details relating
to deposits covered under Chapter V of the Act or the

details of deposits which are not in compliance with
Chapter V of the Act is not applicable.

Loans from Directors or Director''s Relatives

During the financial year 2024-2025, the Company
has not borrowed any amount(s) from Directors and/
or their relatives.

Disclosure with respect to Demat Suspense/
Unclaimed Suspense Account

The Company does not maintain any Demat Suspense/
Unclaimed Suspense Account and accordingly the
disclosure pertaining as required under Schedule
V Para F of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 is not applicable to
the Company for the period under review.

Downstream Investment

The Company being a foreign owned or controlled
company has complied with the provisions of the
Foreign Exchange Management Act, 1999 ("FEMA")
read with the Foreign Exchange Management
(Nondebt Instruments) Rules, 2019 ("NDI Rules") for
the downstream investment made in other Indian
entities. The Company has obtained a certificate,
confirming compliance with FEMA read with the NDI
Rules from M/s. B S R & Co. LLP, Chartered Accountants,
(FRN:101248W/W-100022), Statutory Auditors of
the Company.

Vigil Mechanism/Whistle Blower Policy

The Company has a robust vigil mechanism in place,
which is in conformity with the provisions of the Act
and SEBI Listing Regulations. The said policy provides
appropriate avenues to the directors, employees and
stakeholders of the Company to make protected
disclosures in relation to matters concerning the
Company and the same is available at the website of
the Company https://www.swiqqv.com/corporate/
wp-content/uploads/2025/05/Whistleblower-policy
Swiggy-Limited.pdf

This mechanism also provides for adequate safeguards
against victimization of Director(s)/employee(s) who
avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee. The
details of the Whistle Blower Policy and the Committee
which oversees the compliance are explained in detail
in the Corporate Governance Report.

During the financial year 2024-2025, the Company has
not received any protected disclosure.

Reporting of Fraud

No frauds were reported by the Auditors as specified
under Section 143 of the Act for the financial year
ended March 31, 2025.

Annual Return of the Company

Pursuant to Section 92(3) of the Act, the Annual Return
in Form MGT-7 has been uploaded on the website of
the Company and can be accessed at: https://www.
swiqqv.com/corporate/investor-relations/reports-
and-publications/

Significant and material orders passed by
Regulators or Courts

There were no significant or material orders passed
by the regulators or courts or tribunals impacting
the going concern status and Company''s operations
in future.

Material changes and commitments, if any

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of the financial year to
which this financial statement relates and the date of
this report.

Secretarial Standards

The Company has complied with all applicable
mandatory secretarial standards issued by the Institute
of Company Secretaries of India.

Transfer of Unclaimed Dividend to Investor
Education and Protection Fund

There has been no unclaimed dividend and hence the
provisions of Section 125(2) of the Act do not apply.

Insolvency and Bankruptcy Code, 2016

During the year, the Company has not made any
application under the Insolvency and Bankruptcy
Code, 2016 (''IBC Code''). Further, there is no Corporate
Insolvency Resolution Process initiated under the
IBC Code.

Details of one-time settlement while taking loan
from the banks or financial institutions along
with the reasons thereof

During the year, there was no one-time settlement done
with the Banks or Financial Institutions. Therefore, the
requirement to disclose details of difference between

amounts of valuation done at the time of one-time
settlement and the valuation done, while taking loan
from Banks or Financial Institutions along with reasons
thereof, is not applicable.

Details of utilization of funds raised through
preferential allotment or qualified institutional
placement as specified under Regulation 32(4)
and 32(7A) of the SEBI Listing Regulations

During the financial year under review, the Company
has not made any preferential allotment or qualified
institutional placement. However, during the period
under review, the Company has made Initial Public
Offer (''IPO'') in the form of Fresh issue and Offer for Sale
and hence the provisions with respect to Regulation
32 of SEBI Listing Regulations is not applicable to the
Company for the said IPO.

Disclosure under Section 43(a)(ii) of the Act

The Company has not issued any shares with differential
rights and hence no information as per provisions of
Section 43(a)(ii) of the Act is furnished.

Disclosure under Section 54(1)(d) of the Act

The Company has not issued any sweat equity
shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the
Act is furnished.

Disclosure under Section 67(3) of the Act

During the year under review, there were no instances
of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures)
Rules, 2014.

32. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to
bankers, business associates, consultants, and various
Government Authorities for their continued support
extended to your Companies activities during the year
under review. Your Directors wish to thank employees,
customers, partners, suppliers, and shareholders and
investors for their continued support and co-operation.

For and on behalf of the Board of Directors of Swiggy Limited

Sriharsha Majety Lakshmi Nandan Reddy Obul

Managing Director & Group CEO Whole time Director - Head of Innovation
(DIN: 06680073) (DIN: 06686145)

Date: July 25, 2025 Date: July 25, 2025

Place: Bengaluru Place: Bengaluru

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Mar 31, 2024

Data Not Available