Swiggy on Thursday said it has not secured the shareholder approval needed to amend its Articles of Association, a step required to help qualify it as an Indian-owned and controlled company (IOCC).
In an exchange filing, the food and grocery delivery company said its resolution on the amendment of Articles of Association received 72.36% of shareholder votes, falling short of the required threshold by 2.65 percentage points.
The company had conducted the postal ballot through a remote e-voting process, seeking shareholder approval for the alteration of its Articles of Association and the appointment of Renan De Castro Alves Pinto as a Non-Executive, Non-Independent Nominee Director.
The appointment, however, was duly passed with a majority vote of 98.98%, the filing stated.
Reacting to the development, a Swiggy spokesperson said, “The proposed amendment reflects our long-term commitment to ensuring management representation on the Board and advancing our transition toward becoming an Indian Owned and Controlled Company (IOCC) under applicable Indian foreign exchange laws and regulations. These remain enduring priorities for us. We will continue to engage constructively with our shareholders and work towards a positive outcome."
Swiggy had said in a filing last week that it proposed changes to its board framework to become an IOCC under India's foreign exchange laws, as part of a broader restructuring.
Under current Foreign Exchange Management Act (FEMA) rules, a company can qualify as an IOCC only if both ownership and control rest with resident Indian citizens or eligible Indian entities, including through a board composition and nomination framework that supports domestic control.
As of September last year, foreign investors held just under 60% of its shares.
IOCC status would allow Swiggy's quick commerce arm, Instamart, to operate with fewer restrictions under India's FDI policies, which limit internationally funded e-commerce platforms from holding their own inventory.
Rival Eternal's board approved a proposal to cap foreign ownership at 49.5% in April 2025. This significantly boosted its financials, as the company moved from recognising only commissions to recording the full value of sales. Eternal's revenue for the March quarter grew threefold year-on-year to Rs 17,292 crore, while net profit rose 4.5 times to Rs 174 crore.
Swiggy, by contrast, reported a 45% year-on-year rise in operating revenue for the March quarter at Rs 6,383 crore, while narrowing its net loss by 26% on reduced cash burn and a one-time exceptional income.
