Swiggy misses approval threshold for board changes a week after flagging governance push

Food delivery and quick commerce firm Swiggy Ltd’s proposed amendments to the articles of association failed to secure the required shareholder approval last week after its special resolution received 72.36% votes in favour, falling short of the 75% threshold by 2.64%.The voting took place on May 21, 2026, in respect of the special resolution for the amendment of its Articles of Association (“Proposed Amendments”).

“The special resolution for the Proposed Amendments received an overall shareholder approval of 72.36%, falling short of the 75% threshold required for a special resolution by 2.64%. Strong governance, transparency and shareholder accountability are central to how Swiggy operates, and the Company is working constructively with all its shareholders to address their concerns and achieve a positive outcome,” according to a stock exchange filing.ALSO READ | Swiggy flags ‘irrational’ competition in quick commerce as Instamart growth shows strain

The company said it is continuing discussions with shareholders to address concerns and work towards a positive outcome. Swiggy said the proposed amendments were aimed at creating a governance structure that provides representation for founders and senior management at the board level in a company without an identifiable promoter group.

The company added that the amendments were a preparatory step towards its objective of qualifying as an Indian Owned and Controlled Company (IOCC) under foreign exchange laws and regulations. Swiggy said the IOCC classification would also require resident Indian shareholding to exceed 50%, along with regulatory and shareholder approvals.
Under the proposed amendments, Group CEO and Co-Founder Sriharsha Majety would have had the right to nominate one senior management professional of the company to the board. The company clarified that the proposal did not grant him the right to appoint any external individual.ALSO READ | Swiggy shares fall 5% despite narrower Q4 loss; check analyst targets

Swiggy also said the proposed right for Co-Founder Phani Kishan Addepalli would continue only while he maintained a qualifying economic interest in the company through employment, vested employee stock options and equity shareholding.

The company said the proposed rights were not perpetual and did not include veto rights, affirmative voting rights, committee nomination rights, quorum rights, permanent board seats or the right to appoint a majority of the board.

Swiggy said the proposals and individuals were reviewed by the Nomination and Remuneration Committee and approved by an independent board, while every nomination would continue to remain subject to committee review, board approval and shareholder approval.

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The company said it will continue engaging with shareholders and other stakeholders while evaluating future structural or strategic steps through lawful and transparent processes.

Shares of Swiggy Ltd ended at ₹270.70, up by ₹16.50, or 6.49%, on the BSE today, May 27.