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SWIGGY LIMITED Proxy Solicitation & Information Statement 2026

Apr 17, 2026

59018_rns_2026-04-17_ebb1562c-4397-456a-8358-664749c5b9b0.pdf

Proxy Solicitation & Information Statement

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REF: SWIGGY/SE/2026-27/05

Date: April 17, 2026

To To The Deputy Manager The Manager Department of Corporate Services National Stock Exchange of India Limited BSE Limited Exchange Plaza, Plot No. C/1, G Block PJ Towers, Dalal Street Bandra-Kurla Complex, Bandra (E), Mumbai -400001 Mumbai 400051 Scrip Code: 544285 Symbol: SWIGGY

Dear Sir/ Madam,

Sub: Notice of Postal Ballot seeking shareholder approval

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations'), we attach herewith a copy of the Postal Ballot Notice (‘Notice’) of Swiggy Limited (‘the Company’) dated April 10, 2026, along with the Explanatory Statement, for seeking approval of the Members of the Company on the following resolutions:


seeking

approval of the Members of the Company on the following resolutions:
S.No. Description of Resolution Type of Resolution
1. To approve the alteration of Articles of Association of the Company. Special
2. Appointment of Mr. Renan De Castro Alves Pinto (DIN: 03118947) as a Non-
Executive, Non-Independent Nominee Director of the Company, liable to retire
by rotation.
Ordinary

The Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Registrar and Share Transfer Agent of the Company i.e. MUFG Intime India Private Limited (Formerly known as “Link Intime India Private Limited”) (“MUFG”) and the Depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited as on the cut-off date i.e. Friday, April 10, 2026.

The Company has engaged the services of National Securities Depository Limited (‘NSDL’) to provide remote e- voting facility to its members. The remote e-voting period commences on Tuesday, April 21, 2026, from 9:00 a.m. (IST) and ends on Wednesday, May 20, 2026, at 5:00 p.m. (IST).

The said Notice is also being made available on the website of the Company at https://www.swiggy.com/corporate / and on the website of NSDL at www.evoting.nsdl.com.

Yours faithfully,

For and on behalf of

Swiggy Limited Cauveri Digitally signed by Cauveri Sriram Sriram Date: 2026.04.17 18:33:36 +05'30'

Cauveri Sriram Company Secretary & Compliance Office r

SWIGGY LIMITED

CIN: L74110KA2013PLC096530 | www.swiggy.com | [email protected] | T: 080-68422422

Registered & Corporate Office: Sumadhura Capitol Towers, 3rd- 6th Floor – Tower 1, Sy. No. 14 & 158, Pattanduru Agrahara, K R Puram Hobli, Bengaluru East Taluk, Bengaluru, Karnataka – 560066

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POSTAL BALLOT NOTICE

Pursuant to Section 110 read with 108 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 ( “the Act” ), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( “the Rules” ), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with the General Circular No. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 9/2024, other relevant circulars issued by the Ministry of Corporate Affairs, including General Circular 09/2024 dated September 19, 2024 (hereinafter collectively referred to as “MCA Circulars” ), and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ( “SS-2” ), the items of special business as set out in this Notice below are proposed for consideration by the Members of Swiggy Limited (“the Company ”), by way of Postal Ballot, only through remote e-voting process.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depository Participants. Accordingly, a physical copy of the Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope shall not be sent to the Members and submission of physical ballot forms will not be accepted.

Eligible Members whose e-mail address is not registered with the Company/Depositories, are requested to follow the process provided in the Notes to receive this Postal Ballot Notice.

The explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, setting out the material facts concerning the said resolutions and the reasons thereof are annexed hereto for your consideration.

The Board of Directors of the Company have appointed Mr. Pramod S. M. or failing him Mr. Biswajit Ghosh, Partners of M/s BMP & Co. LLP, Practicing Company Secretary firm, Bengaluru, as the Scrutinizer, for conducting the Postal Ballot remote e-voting process in a fair and transparent manner.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing remote e-voting facility to all its Members. Members are required to communicate their assent (FOR) or dissent (AGAINST) through remote e-voting system only. You are requested to carefully read / follow all the instructions given in the Notes under the section “Procedure for E-Voting” to this Notice. The remote e-voting period commences from Tuesday, April 21, 2026, from 9.00 A.M. (IST) and ends on Wednesday, May 20, 2026, at 05.00 P.M. (IST).

After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairman of the Company, or any other person authorized by the Chairman on or before Friday, May 22, 2026. The results of the Postal Ballot

SWIGGY LIMITED

CIN: L74110KA2013PLC096530 | www.swiggy.com | [email protected] | T: 080-68422422

Registered & Corporate Office: Sumadhura Capitol Towers, 3rd- 6th Floor – Tower 1, Sy. No. 14 & 158, Pattanduru Agrahara, K R Puram Hobli, Bengaluru East Taluk, Bengaluru, Karnataka – 560066

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shall be announced on or before Friday, May 22, 2026. The said results along with the Scrutinizer’s Report shall be placed on the Company’s website: www.swiggy.in and on the website of NSDL. The Company shall simultaneously forward the results to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed. The resolution, if approved, shall be deemed to have been passed on the last date of remote e-voting i.e., Wednesday, May 20, 2026.

SPECIAL BUSINESS:

1. TO APPROVE THE ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

SPECIAL RESOLUTION:

RESOLVED THAT pursuant to Section 5 and Section 14 and other applicable provisions of the Companies Act, 2013, and the rules made thereunder, including the Companies (Incorporation) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), as amended and other applicable laws, rules regulations and guidelines (including any statutory modification(s) thereof for the time being in force), and subject to the necessary approval(s), permission(s), consent(s) and sanction(s) required, if any, the consent and approval of the members of the Company be and is hereby accorded for effecting the following amendments to the existing Articles of Association of the Company (“ AoA ”):

RESOLVED FURTHER THAT the following Articles of the AoA be deleted :

(a) Article 103B.

The Accel Entities shall, so long as they hold such number of Equity Shares aggregating to at least 5% (five percent) of the Equity Share capital of the Company, collectively have a right to nominate 1 (one) Director to the Board of the Company.

(b) Article 103C.

SoftBank shall, so long as it holds such number of Equity Shares aggregating to at least 5% (five percent) of the Equity Share capital of the Company, have a right to nominate 1 (one) Director to the Board of the Company.

RESOLVED FURTHER THAT the following Articles of the AoA shall be substituted by the following in the amended AoA:

(a) Article 103E of the AoA shall be substituted by the following in the amended AoA:

So long as:

  • (i) Sriharsha Majety holds (a) at least 67,704,848 Equity Shares of the Company (as proportionally revised to reflect any reorganizations, bonus issuances, stock splits or similar actions) directly or through Sriharsha’s Affiliates; or (b) a “senior management” position (as defined in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) in the

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Company, he shall have the right to nominate (A) himself, and (B) any one member from the senior management of the Company, to the Board of the Company;

  • (ii) Phani Kishan Addepalli (a) is a shareholder of the Company; (b) holds at least such number of vested employee stock options that are equivalent to 29,34,194 Equity Shares or an equivalent number of Equity Shares of the Company (as proportionally revised to reflect any reorganizations, bonus issuances, stock splits or similar actions) or a combination thereof aggregating to 29,34,194 Equity Shares, directly or through Phani’s Affiliates; and (c) is a permanent full-time employee of the Company, he shall have the right to nominate himself to the Board of the Company.

(b) Article 103F of the AoA shall be substituted by the following in the amended AoA:

For the avoidance of doubt, it is clarified that MIH and the person(s) referenced in Article 103A and Article 103D shall cease to have the right to nominate their respective Directors to the Board of the Company, in accordance with the Article 103A to Article 103D, in the event the shareholding of such respective person(s) falls and remains below the respective thresholds specified in the respective provisions for a period of 6 (six) months or more.

(c) Article 103G of the AoA shall be substituted by the following in the amended AoA:

No Person(s) shall have a right to nominate more than 1 (one) Director to the Board of the Company, at any given point of time, except as specified under Article 103A(ii) read with Article103A(iii) and Article 103A(iv); and Article 103E(i).

RESOLVED FURTHER THAT the following definition in Article 3 of the AoA be deleted:

Nandan's Affiliate ” means a Relative of Lakshmi Nandan Reddy Obul and any Person who is Controlled by or is under common Control of Lakshmi Nandan Reddy Obul, either directly or indirectly, including through a Relative of Lakshmi Nandan Reddy Obul.

RESOLVED FURTHER THAT the following definition in Article 3 of the AoA be added:

Phani's Affiliate ” means a Relative of Phani Kishan Addepalli and any Person who is Controlled by or is under common Control of Phani Kishan Addepalli, either directly or indirectly, including through a Relative of Phani Kishan Addepalli.

RESOLVED FURTHER THAT , any one of directors of the Company and/ or Ms. Cauveri Sriram, Company Secretary and Compliance Officer, be and are hereby severally authorized to undertake all such acts, deeds, matters and things, as they may in their absolute discretion deem necessary, expedient, proper or desirable to give full effect to the aforesaid resolution, including but not limited to, filing of necessary forms with the Registrar of Companies, delegating any powers conferred upon the Board by this resolution to any employees/ officials of the Company, effecting any other consequential changes to the AoA where necessary, settling all questions / doubts / queries / difficulties that may arise in respect of the alteration of the AoA and for giving full effect to this resolution, and executing all other documents, deeds and writings as may be necessary, proper, desirable or expedient to give effect to this resolution, at any stage without being required to seek any further consent or approval of the members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.

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RESOLVED FURTHER THAT the copies of the foregoing resolutions, certified to be true by any one of the Directors or the Ms. Cauveri Sriram, Company Secretary and Compliance Officer, may be furnished to any person(s) as may be required.”

2. APPOINTMENT MR. RENAN DE CASTRO ALVES PINTO (DIN: 03118947) AS A NONEXECUTIVE, NON-INDEPENDENT NOMINEE DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

ORDINARY RESOLUTION:

“RESOLVED THAT , Mr. Renan De Castro Alves Pinto (DIN: 03118947) who was appointed as an Additional Director (Non-Executive & Non-Independent Nominee Director) of the Company effective from April 11, 2026, by the Board of Directors in terms of Section 161(1) of the Companies Act, 2013 (the “Act”) read with related Rules (including any modification or re-enactment thereof), applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Article 103A of the Articles of Association of the Company and who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Non-Executive & Non-Independent Nominee Director of the Company, liable to retire by rotation and who shall not be entitled to receive any remuneration or sitting fees from the Company.

RESOLVED FURTHER THAT Mr. Sriharsha Majety, Managing Director & Group CEO (DIN: 06680073) and/or Mr. Rahul Bothra, Chief Financial Officer and/or Ms. Cauveri Sriram, Company Secretary & Compliance Officer of the Company, be and is hereby severally authorised to sign, execute and file, for and on behalf of the Company, all necessary forms, returns, documents, declarations and disclosures with the Registrar of Companies, Stock Exchanges and any other regulatory authorities, as may be required under the applicable provisions of the Companies Act, 2013 and other applicable laws, rules and regulations and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this resolution.”

By Order of the Board.

For Swiggy Limited

Sd/-

Cauveri Sriram Company Secretary and Compliance Officer Membership Number: F13246

Date: April 10, 2026 Place: Bengaluru

Registered & Corporate Office:

Sumadhura Capitol Towers, 3rd- 6th Floor – Tower 1, Sy. No. 14 & 158, Pattanduru Agrahara, K R Puram Hobli, Bengaluru East Taluk, Bengaluru, Karnataka – 560066

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NOTES:

  1. The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (“the Act”) read with the applicable Rules made thereunder setting out the material facts is annexed hereto and forms part of this Postal Ballot Notice (“Notice”).

  2. In compliance with the MCA Circulars, the Company is sending this Notice only through electronic mode to the Members whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) and whose e-mail addresses are registered and are available with Swiggy Limited (‘the Company’) / the Company’s Registrar and Transfer Agents viz. MUFG Intime India Private Limited (‘RTA’) and Depositories as at 5:00 p.m. (IST) on Friday, April 10, 2026, (‘Cut-Off Date’). The voting rights of the Members shall be in proportion to their share of the paid-up Equity Share Capital of the Company as on the Cut-Off date. A person who is not a member as on the Cut-Off date should treat this Postal Ballot Notice for information purposes only.

  3. Only those Members whose names appear in the Register of Members / List of Beneficial Owners as on the CutOff Date shall be eligible to cast their votes through postal ballot by remote e-Voting. It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories / Depository Participants) shall be entitled to vote in relation to the resolutions in accordance with the process specified in this Notice.

  4. A copy of this Notice shall also be available on the Company’s website at www.swiggy.in, on the websites of the Stock Exchanges i.e. BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL: www.evoting.nsdl.com.

  5. In compliance with the MCA Circulars and the provisions of Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘the Rules’), other applicable provisions of the Act and the Rules and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time), the Members can cast their votes on the resolution listed out in the Notice through electronic voting i.e. remote e-Voting only. The detailed procedure for remote e-Voting is listed down in the e-Voting section. The Company has engaged the services of NSDL to facilitate remote e-voting to enable the Members to cast their votes electronically.

  6. The remote e-Voting shall commence on Tuesday, April 21, 2026, from 9.00 A.M. (IST) and ends on Wednesday, May 20, 2026, at 05.00 P.M. (IST). The remote e-Voting module shall be disabled by NSDL thereafter and voting shall not be allowed beyond 5:00 p.m. (IST) on Wednesday, May 20, 2026. Members are requested to cast their votes on or before the said date and time in order to consider the votes as valid. During this period, Members of the Company holding shares either in physical or electronic form, as on the Cut-Off date, i.e. Friday, April 10, 2026, shall be eligible to cast their vote electronically.

  7. The dispatch of the Notice and the Explanatory Statement shall be announced through an advertisement in at least 1 (One) English newspaper and at least 1 (One) Kannada newspaper, each with wide circulation in the district, where the Registered Office of the Company is situated, and also be published on the Company’s website at www.swiggy.in.

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  1. Once the vote on the resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

  2. Resolutions, if approved, by the Members through Postal Ballot shall be deemed to have been passed on the last date of remote e-voting i.e., Wednesday, May 20, 2026.

  3. The documents referred to in the accompanying Notice and the statement under Section 102 of the Act, shall be open for inspection during normal business hours (9.30 a.m. to 5.30 p.m.) on all working days until the last working day specified for casting votes through remote e-Voting. Members desirous of inspecting the documents, may send an e-mail to [email protected] along with their details of Folio Number / DP ID and Client ID.

E-VOTING INSTRUCTIONS: PROCEDURE FOR E-VOTING:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode.

  • In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual Shareholders
holding securities in
demat mode with NSDL.
1. For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to
enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate
OTP. Enter the OTP received on registered email id/mobile number and click on
login. After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name ore-Voting service
provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period.
2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-
Services home page click on the “Beneficial Owner”icon under“Login”which is
available under‘IDeAS’section, this will prompt you to enter your existing User ID
and Password. After successful authentication, you will be able to see e-Voting
services under Value added services. Click on“Access to e-Voting”under e-Voting
services andyou will be able to see e-Voting page. Click on companyname ore-

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Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

  1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

  3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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  • Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their holding securities in existing user id and password. Option will be made available to reach e-Voting page demat mode with CDSL without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

  • After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e- Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

  • If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

  • Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending

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OTP on registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where the
evoting is in progress and also able to directly access the system of all e-Voting
Service Providers.
Individual Shareholders
(holding securities in
demat mode) login
through their depository
participants
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging
in, you will be able to see e-Voting option. Click on e-Voting option, you will be
redirected to NSDL/CDSL Depository site after successful authentication, wherein you
can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL
and you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type ** Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk
bysendinga request [email protected] or call at 022 - 4886 7000
Individual Shareholders holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk
by sending a request [email protected] or contact at toll
free no. 1800-21-09911
  • B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e- Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

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  1. Your User ID details are given below:
4. Your User ID details are given below:
Manner of holding shares i.e., Demat (NSDL or
CDSL) or Physical
Your User ID is:
a) For Members who hold shares in demat
account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example, if your DP ID is IN300 and Client ID is
12
thenyour user ID is IN30012**.
b) For Members who hold shares in demat
account with CDSL.
16 Digit Beneficiary ID
For example, if your Beneficiary ID is 12**
thenyour user ID is 12**
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the
company.
For example, if folio number is 001 and EVEN is 139136
then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password,’ you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digits client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password.’

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

  5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  8. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on “Login” button.

  • After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Mr. Falguni Chakraborty, Assistant Manager at [email protected]

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e., Login method for e-Voting for Individual shareholders holding securities in demat mode .

  3. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  4. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT 2013 READ WITH

THE RELEVANT RULES

As required under the provisions of Sections 102(1) and 110 of the Act the following Explanatory Statement sets out the material facts relating to the special business as set out in the appended Notice:

ITEM NO. 1

TO APPROVE THE ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY.

The Board of Directors of the Company (“ Board ”), at its meeting held on April 10, 2026, considered and subject to the approval of the members of the Company, approved amendments to the existing Articles of Association of the Company (“ AoA ”), for giving effect to the following (including clarificatory revisions and consequential changes for giving effect to such amendments):

Scope and rationale of the proposed amendments:

  • a. Deletion of Board nomination right of Accel : Under Article 103B of the AoA, Accel India IV (Mauritius) Limited and Accel Leaders 3 Holdings (Mauritius) Ltd (collectively, the “ Accel Entities ”) had the right to collectively nominate 1 (one) director to the Board, for so long as they held at least 5% (five percent) of the equity share capital of the Company.

Given that the Accel Entities hold less than 5% (five percent)* of the equity share capital of the Company, their Board nomination right has fallen away, and it is accordingly proposed to delete their Board nomination right from the AoA.

* As per the shareholding pattern filed by the Company with the Stock Exchanges for the quarter ended December 31, 2025, the Accel Entities hold 2.77% of the equity share capital of the Company.

  • b. Deletion of Board nomination right of Softbank : Under Article 103C of the AoA, Softbank currently has the right to nominate 1 (one) director to the Board for so long as it holds at least 5% (five percent) of the equity share capital of the Company.

Softbank has, vide its letter dated April 06, 2026, agreed for deletion of its Board nomination right and it is accordingly proposed to amend the AoA for deleting Softbank’s Board nomination right.

  • c. Deletion of Board nomination right of Mr. Lakshmi Nandan Reddy Obul, Whole-time Director and Head of

Innovation : Under Article 103E(ii) of the AoA, for so long as Mr. Lakshmi Nandan Reddy Obul holds at least 16,872,943 equity shares of the Company directly or through his affiliates and is a permanent full-time employee of the Company, he shall have the right to nominate himself to the Board.

Mr. Lakshmi Nandan Reddy Obul has, vide his letter dated April 07, 2026, agreed for deletion of his right to nominate himself on the Board, and it is accordingly proposed to amend the AoA for deleting Mr. Lakshmi Nandan Reddy Obul’s right to nominate himself on the Board.

  • d. Addition of Mr. Sriharsha Majety’s right to nominate any one member from the senior management to the

Board : Under Article 103E(i) of the AoA, Mr. Sriharsha Majety, Managing Director & Group CEO, currently has the right to nominate himself to the Board, for so long as he holds (i) at least 67,704,848 equity shares of the

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Company (as proportionally revised to reflect any reorganizations, bonus issuances, stock splits or similar actions) directly or through his affiliates; or (ii) a “senior management” position (as defined in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”)) in the Company.

Mr. Sriharsha Majety has been associated with the Company since its inception in December 2013 as one of its founders and has served as the principal architect of the Company’s long-term strategy and overarching vision. Under his stewardship, the Company has transformed from a single-vertical food delivery service into a diversified, multiservice platform of national scale. Mr. Sriharsha Majety has demonstrated exceptional foresight in identifying and incubating new business verticals, allocating capital across the Company's expanding portfolio, and fostering a culture of innovation and operational excellence that has been central to the Company's sustained growth trajectory.

The Board at its Meeting held on April 10, 2026 - in recognition of his continuing pre-eminent role in charting the Company’s long-term growth vision, strategic roadmap and capital allocation strategies, considered favourably, the proposal to grant Mr. Sriharsha Majety with the right to also nominate any one member from the senior management of the Company to the Board, which right shall be subject to Mr. Sriharsha Majety holding (i) at least 67,704,848 equity shares of the Company (as proportionally revised to reflect any reorganizations, bonus issuances, stock splits or similar actions) directly or through his affiliates; or (ii) a “senior management” position (as defined in the Listing Regulations) in the Company.

As of April 01, 2026, Mr. Sriharsha Majety along with his affiliates holds 145,392,896 equity shares, representing approximately 5.27% of the paid-up equity share capital of the Company. The Board considers the proposed shareholding threshold to be appropriate given the Company's widely-held post-IPO capital structure and the founder's continuing executive stewardship. The right to nominate a member of senior management is intended to provide management continuity and ensure board-level representation of the team responsible for executing the Company's strategic plan.

  • e. Addition of Mr. Phani Kishan Addepalli’s right to nominate himself on the Board : Mr. Phani Kishan Addepalli, Chief Growth Officer, is a distinguished and valued employee and shareholder who has been associated with the Company since March 2015 and was also named as a ‘co-founder’ of the Company in 2021. He has been instrumental in driving the Company’s growth and success and building its organizational capabilities by driving user growth, engagement and monetization across all Swiggy verticals. As the CEO of Instamart in its nascent days, Phani has built it from the ground up under his leadership.

Under his direction, the Company has been able to push the innovation quotient to help pioneer and scale two of India’s largest consumer technology categories: food delivery and quick commerce.

Considering his invaluable contribution to the Company as the Chief Growth Officer, his unwavering dedication and commitment to the Company’s vision and his continuing pivotal role in shaping the strategic direction of the Company, it is proposed to grant Mr. Phani Kishan Addepalli with the right to nominate himself on the Board, subject to him:

  • (i) continuing as a shareholder of the Company,

  • (ii) holding at least such number of vested employee stock options that are equivalent to 29,34,193 Equity Shares or an equivalent number of Equity Shares of the Company (as proportionally revised to reflect any reorganizations,

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bonus issuances, stock splits or similar actions) or a combination thereof aggregating to 29,34,193 Equity Shares, directly or through his affiliates; and

  • (iii) being a permanent full-time employee of the Company.

As of April 01, 2026, Mr. Phani Kishan Addepalli holds 275,983 equity shares and 7,335,484 vested employee stock options (equivalent to 7,611,467 equity shares). The Board is of the view that Mr. Addepalli's continued engagement with the Company warrants Board representation, given his foundational role in building Swiggy's consumer platform. The eligibility conditions require a combination of continued shareholding, active employment and minimum equity linked threshold, which provides adequate governance safeguards that align the nominee right with long-term value creation and shareholder interests.

Overall effect of the proposed amendments:

The proposed amendments are limited solely to Board nomination rights and do not grant any director or shareholder, including the identified shareholders:

  • (i) any rights to nominate members to Board committees, such as the Audit Committee or Nomination & Remuneration Committee, or to prescribe committee quorum;

  • (ii) any veto, or special voting rights over Board or shareholder decisions; or

  • (iii) any perpetual or permanent Board seats.

The composition of Board committees, and all matters reserved to the Board and its committees, will continue to be determined by the Board in accordance with applicable law (including the SEBI Listing Regulations) and the AoA. The Company will continue to comply with applicable requirements relating to Board size, independence and committee composition.

The net effect of the proposed amendments is to delete certain legacy nomination rights which have already ceased to be operative or have been contractually surrendered, including those of the Accel Entities, SoftBank and Mr. Lakshmi Nandan Reddy Obul, and to clarify and rationalise the remaining nomination rights by linking them to transparent shareholding and employment thresholds.

Pursuant to the provisions of Section 14 of the Companies Act, 2013 (“Act”), alteration of the articles of association of a company requires the approval of its members by way of a special resolution at a general meeting. Accordingly, pursuant to applicable provisions of the Act and the Listing Regulations, approval of the shareholders by way of special resolution is being obtained for (i) Mr. Sriharsha Majety’s right to nominate any one member from the senior management of the Company to the Board; and (ii) Mr. Phani Kishan Addepalli’s right to nominate himself to the Board.

The Board, which comprises a majority of Independent Directors, after due consideration, is of the view that the proposed amendments are not detrimental to the interests of minority shareholders, consistent with the principles of equitable treatment of shareholders, and are in the long-term interests of the Company and all its stakeholders.

In view of the above, the resolution for approval of alteration of the AoA is proposed for the consideration of the members of the Company and seeking their approval thereto.

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The members are requested to note that the draft of the amended articles of association of the Company incorporating the above amendments shall be available for inspection by the members of the Company in accordance with the provisions of the Act, in the manner as mentioned in the Notes to the Notice of Postal Ballot.

Mr. Sriharsha Majety and Mr. Phani Kishan Addepalli are interested in the resolution set out at Item No. 1 of the Notice. Relatives of Mr. Sriharsha Majety and Mr. Phani Kishan Addepalli may be deemed to be interested in this resolution to the extent of their shareholding, if any, in the Company. Save and except the above, none of the other directors or key managerial personnel and their respective relatives, are in any way concerned or interested, financially or otherwise, in the passing of the resolution set out at Item No. 1 of the Notice.

Accordingly, the Board recommends the resolution set out in Item No. 1 of the Notice for approval by the members of the Company by way of a special resolution.

ITEM NO. 2

APPOINTMENT MR. RENAN DE CASTRO ALVES PINTO (DIN: 03118947) AS A NON-EXECUTIVE, NON-INDEPENDENT NOMINEE DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION.

Pursuant to the Articles of Association of the Company, the MIH India Food Holdings B.V., (“Prosus”), vide its letter dated April 08, 2026, nominated Mr. Renan De Castro Alves Pinto as Prosus Nominee for appointment as Nominee Director on the Board of the Company, consequent to the resignation of Mr. Roger Clark Rabalais. Accordingly, based on the nomination received from Prosus, Mr. Renan De Castro Alves Pinto was appointed as an Additional Director of the Company by the Board of Directors effective April 11, 2026.

Pursuant to the provisions of the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Accordingly, based on the recommendation of the Nomination and Remuneration Committee vide its resolution dated April 09, 2026, the Board of Directors of the Company had approved the appointment of Mr. Renan De Castro Alves Pinto as the Non-Executive & Non-Independent Nominee Director on the Board of the Company with effect from April 11, 2026, subject to the approval of the shareholders of the Company.

BRIEF PROFILE:

Mr. Renan De Castro Alves Pinto is a seasoned global corporate finance and technology leader with over 20 years of experience across Latin America, North America, Europe, and Asia. He currently serves as the Group Chief Financial Officer of Despegar, a leading travel technology company in Latin America and part of the Prosus Group, where he is responsible for financial reporting, taxation, financial planning and analysis, treasury, shared services, and capital allocation, while supporting growth across travel, fintech, and B2B segments.

Prior to his current role, he served as Chief Financial Officer – Food Delivery segment at Prosus Group, a global consumer internet group and one of the world’s largest technology investors, where he led financial strategy,

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reporting frameworks, and risk management across multiple international portfolio companies. He has also played a key role in significant corporate actions, including IPO readiness initiatives and major mergers and acquisitions across Europe, Asia, and Latin America.

Mr. Pinto has held senior director roles at iFood, one of the largest food delivery platforms globally, where he led finance, strategy, investor relations, M&A, and digital transformation initiatives. His earlier experience includes leadership roles at Gerdau S.A., a multinational steel manufacturing company, where he served in various capacities including Chief Technology Officer (North America), Director – M&A, and Head of Strategy and FP&A. In these roles, he led large-scale digital transformation programs, executed a US$1 billion divestiture roadmap, managed significant capital expenditure programs, and drove operational efficiencies and value creation initiatives.

He has extensive experience in corporate finance, treasury, financial planning and analysis, mergers and acquisitions, divestitures, fundraising, investor relations, and enterprise digital transformation, including ERP (SAP) implementations and technology-driven business transformation. He has also demonstrated strong capabilities in governance, risk management, and stakeholder engagement, working closely with boards of directors, investors, creditors, and regulators.

Mr. Pinto has significant board and governance experience, having served as a member of the management board of Despegar and as a member of the Governance Committee of Prosus Group. He has also served as a board member in several companies across jurisdictions, including Sympla and Afterverse (Brazil), eMAG (Romania), and the Kalyani Gerdau joint venture in India, where he played a key role in debt restructuring and ownership transition. He has also served as a board observer for iFood Colombia.

He holds a Master of Science in Management (Sloan Fellow) from Stanford Graduate School of Business, USA, and a bachelor’s degree in economics from IBMEC, Brazil. He is proficient in English, Spanish, and Portuguese. His core competencies include corporate finance, strategy and value creation, mergers and acquisitions, post-merger integration, capital allocation, cost optimisation, investor relations, digital transformation, enterprise architecture, and governance.

General Information:

Mr. Renan De Castro Alves Pinto (DIN: 03118947) does not hold any equity shares in the Company and is not related to any Director or Key Managerial Personnel of the Company. He has submitted the necessary declarations confirming that he is not disqualified from being appointed as a director and is not debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India or any other regulatory authority. He was appointed as an Additional Director (Non-Executive, Non-Independent, Nominee of MIH India Food Holdings B.V.) of the Company in place of Mr. Roger Clark Rabalais and holds office up to the date of the ensuing general meeting or three months from the date of his appointment as an Additional Director, whichever is earlier. He shall not be entitled to receive any remuneration or sitting fees for his role as a Nominee Director of the Company.

Upon approval of the Members, he shall continue as a Non-Executive, Non-Independent Nominee Director of the Company, liable to retire by rotation in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company.

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Accordingly, approval of the Shareholders is sought to comply with the Listing Regulations. The Board is of the view that the Company will greatly benefit from his extensive experience, and his appointment as Director is considered to be in the best interest of the Company.

A Notice under Section 160(1) of the Act has been received from a Member indicating the intention to propose candidature of Mr. Renan De Castro Alves Pinto for the office of Director. The Company has received the requisite disclosures and declarations from Mr. Renan De Castro Alves Pinto (DIN: 03118947), viz.: (i) consent to act as Director under Section 152 of the Companies Act, 2013 (“the Act”) in Form DIR-2; (ii) disclosure of interest under Section 184(1) of the Act in Form MBP-1; (iii) declaration under Section 164 of the Act in Form DIR-8 to the effect that he is not disqualified to become a Director; (iv) declaration confirming that he is not debarred or disqualified from holding the office of Director by virtue of any order of the Ministry of Corporate Affairs, the Securities and Exchange Board of India or any other authority; and (v) all other necessary information, documents and declarations as prescribed under the applicable laws.

The details of Mr. Renan De Castro Alves Pinto, in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings (“SS-2”), are annexed as Annexure I and form part of this Notice.

Except Mr. Renan De Castro Alves Pinto, none of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, whether financially or otherwise, concerned or interested in the proposed resolution set out at Item No. 2 of this Notice.

The Board recommends the resolution set out in Item No. 2 for approval of the Members as an Ordinary Resolution .

By Order of the Board For Swiggy Limited

Sd/-

Cauveri Sriram

Company Secretary and Compliance Officer

Date: April 10, 2026 Place: Bengaluru

Registered & Corporate Office:

Sumadhura Capitol Towers, 3rd- 6th Floor – Tower 1, Sy. No. 14 & 158, Pattanduru Agrahara, K R Puram Hobli, Bengaluru East Taluk, Bengaluru, Karnataka – 560066

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ANNEXURE – I

PURSUANT TO REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS 2 ISSUED BY ICSI, INFORMATION ABOUT THE DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AND FIXATION OF REMUNERATION IS FURNISHED BELOW:

Sl.
No.
Particulars Details
1. Name Mr. Renan De Castro Alves Pinto
2. DIN 03118947
3. Age / Date of Birth / 43years,DOB:03/05/1982
4. Occupation Service (Corporate Executive – Group Chief Financial
Officer,Despegar)
5. Date of first appointment on the Board April 11, 2026, as an Additional Director (Nominee of
MIH)
6. Qualifications Master of Science (MSc) in Management (Stanford
Graduate School of Business); Bachelor’s in Economics
(IBMEC,Brazil)
7. Brief Profile / Nature of Expertise Global corporate finance and technology executive with
20+ years of experience across Latin America, North
America, Europe and Asia. Expertise in corporate finance,
M&A, strategy, digital transformation, investor relations,
and governance. Currently Group CFO of Despegar
(Prosus Group).
8. Terms and Conditions of Appointment /
Re-appointment
As per the resolution in item no. 2 of this Notice read with
the explanatorystatement thereto.
9. Remuneration paid last drawn (FY
2025-26)
Not Applicable
10. Remunerationproposed to bepaid Not entitled to anyremuneration or sittingfees
11. Directorshipheld in other listed entities Nil
12. Directorship held in other companies Includes board positions in global entities such as
Despegar Group,Sympla,Afterverse,eMAG and others
13. Membership / Chairmanship of
Committees of other Boards
Not Applicable
14. Listed entities from which resigned in
past 3years
Nil
15. Number of Board Meetings attended
duringtheyear
Nil
16. Shareholdingin the Company Nil
17. Relationshipwith Directors / KMP Not related to anyDirector or KeyManagerial Personnel
18. Skills and capabilities required for the
role and the manner in which the
independent director meets such
requirements:
NA

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