TIRUCHI, TAMIL NADU, 16.05.2026:- Delivery partners of online food aggregator Swiggy wait outside a restaurant in Tiruchi on Saturday. Photo: Moorthy M / The Hindu | Photo Credit: MOORTHY M

Defending its proposed governance changes after shareholders rejected a special resolution to amend its Articles of Association, Swiggy said the move was to ensure founder and senior management representation on the Board and support its long-term objective of qualifying as an Indian Owned and Controlled Company (IOCC) under foreign exchange regulations.

In a BSE filing on Wednesday, the company said the special resolution received 72.36 per cent shareholder approval, falling short of the 75 per cent threshold required for passage by 2.64 percentage points. Swiggy said it would continue engaging constructively with shareholders to address concerns and work towards a “positive outcome”.

The proposed amendments would have allowed Group CEO and co-founder Sriharsha Majety to nominate one senior management professional to the Board, while co-founder Phani Kishan Addepalli would retain nomination rights subject to continued employment and a qualifying economic interest linked to vested employee stock options and shareholding.

New framework

Swiggy argued that the governance framework was necessary because the company does not have an identifiable promoter group and operates with a diversified shareholding structure. It added that the proposed rights were conditional, non-permanent, and did not include veto powers, affirmative voting rights, committee nomination rights, quorum rights, or the ability to appoint a majority of directors.

The company further said all proposed rights and individuals had been vetted by the Nomination and Remuneration Committee and approved by an independent Board, with every nomination continuing to require shareholder approval.

The development comes amid growing investor scrutiny of governance structures at listed new-age technology companies, particularly around founder influence and minority shareholder rights.

Published on May 27, 2026