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

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,

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:

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:

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:

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

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:

* 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