DIRECTORS' REPORT

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

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;

(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:

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 atsecretarial@swiggy.in.

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://wwwÝswiqqvÝcom/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:

* 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:

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.