Swiggy falls short of approval requirement for board changes just a week after highlighting governance efforts.

Food delivery and quick commerce company Swiggy Ltd’s proposed changes to the articles of association did not receive the necessary shareholder approval last week, with its special resolution garnering 72.36% of the votes in favor, falling short of the 75% threshold by 2.64%.

The voting took place on May 21, 2026, concerning the special resolution for amending its Articles of Association (“Proposed Amendments”).

“The special resolution for the Proposed Amendments received an overall shareholder approval of 72.36%, which is 2.64% short of the 75% threshold needed for a special resolution. Strong governance, transparency, and accountability to shareholders are key principles at Swiggy, and the Company is actively engaging with all shareholders to address their concerns and achieve a favorable outcome,” stated a stock exchange filing.

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The company continues to discuss with shareholders to resolve issues and pursue a positive result. Swiggy explained that the proposed amendments were designed to establish a governance structure that allows representation for founders and senior management on the board in a company lacking a clearly identifiable promoter group.

Furthermore, the amendments are a preparatory measure towards achieving classification as an Indian Owned and Controlled Company (IOCC) under foreign exchange regulations. Swiggy noted that achieving IOCC status requires resident Indian ownership to exceed 50%, alongside necessary regulatory and shareholder approvals.

Under the proposed amendments, Group CEO and Co-Founder Sriharsha Majety would have been granted the authority to nominate one senior management member to the board. The company clarified that this proposal did not allow him to appoint any external individual.

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Swiggy also mentioned that the proposed right for Co-Founder Phani Kishan Addepalli would remain only as long as he held a qualifying economic interest in the company through employment, vested employee stock options, and equity ownership.

The proposed rights were not perpetual and excluded veto rights, affirmative voting rights, committee nomination rights, quorum rights, permanent board seats, or the authority to appoint a majority of the board.

Swiggy stated that the proposals and individuals were scrutinized by the Nomination and Remuneration Committee and sanctioned by an independent board, with each nomination subject to committee review, board approval, and shareholder consent.

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The company plans to keep engaging with shareholders and other stakeholders while considering future structural or strategic actions through lawful and transparent methods.

Shares of Swiggy Ltd closed at ₹270.70, an increase of ₹16.50, or 6.49%, on the BSE today, May 27.