Swiggy Ltd

Dear Members,

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.

D uring the financial year 2024-2025, the Company on a standalone basis, clocked a total revenue of Rs87,964.80 million as compared to Rs63,722.98 million in the previous financial year and Profit Before Tax (excluding exceptional item) loss of Rs(24,977.48) million as compared to loss of Rs(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 Rs152,267.55 million as compared to Rs112,473.90 million in the previous financial year and Profit Before Tax (excluding exceptional item) loss of Rs(31,050.98) millions as compared to loss of Rs(23,196.49) million in the previous financial year

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 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

During the year under review, your Company initiated an Initial Public Offering (IPO) comprising a Fresh Issue of Equity Shares aggregating up to Rs44,990 million and an Offer for Sale of up to Rs68,284.27 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.

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

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

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

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

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.

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

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.

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.

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.

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

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:

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.

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.

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 reappointed 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.

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

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.

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 NonIndependent 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.

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.

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

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 selfassessment test conducted by the Indian Institute of

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

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.

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

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.

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

31, 2025. The secretarial audit report of Scootsy is annexed as Annexure - 2B.

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.

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.

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.

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.

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.

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

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.

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.

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.

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

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.

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 20242025 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.

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.

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:

* 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 details of deposits which are not in compliance with to Maternity Benefits Act, 1961 during the FY 2024-25. Chapter V of the Act is not applicable.

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.

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

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

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

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.

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.

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

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.

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

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: 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.

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.

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

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

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.

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

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

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.

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.

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.

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.

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.