Swiggy has failed to secure the requisite shareholder approval to alter its Articles of Association, with which it had aimed to qualify as an Indian-owned and controlled company, according to an exchange filing.
In an exchange filing on Thursday, Swiggy stated that its resolution on the Amendment of Articles of Association received 72.36 per cent votes of shareholders, falling short of the required threshold by 2.65 per cent.
The company had conducted the postal ballot through a remote e-voting process, seeking approval of the shareholders for the alteration of the Articles of Association of the company and the Appointment of Renan De Castro Alves Pinto as a Non-Executive, Non-Independent Nominee Director.
The appointment, however, was duly passed by the members with a majority vote of 98.98 per cent, the filing stated.
Move linked to IOCC status under FEMA rules
Swiggy had earlier clarified that proposed changes to its board nomination framework were part of a broader endeavour to eventually qualify as an “Indian Owned and Controlled Company” (IOCC) under the country’s foreign exchange regulations, addressing queries raised by institutional investors over the amendments.
The clarification came amid institutional investors’ requests for additional details on the rationale behind the proposed board changes.
“The company wishes to clarify that the Proposed Amendment also forms part of a broader endeavour by the company to become an Indian Owned and Controlled Company (IOCC) under applicable Indian foreign exchange laws and regulations, as and when the resident shareholding in the company increases beyond 50 per cent with necessary regulatory and shareholder approvals,” Swiggy said.
FEMA norms require Indian ownership and control
Under current FEMA rules, a company can qualify as Indian-owned and controlled 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 over the board.
Published on May 21, 2026