Swiggy shareholders reject board changes tied to India-control plan

Bengaluru: Swiggy shareholders have voted against proposed changes to the company’s Articles of Association, preventing the planned appointments of CFO Rahul Bothra and cofounder Phani Kishan Addepalli to the board.

The special resolution received 72.36% shareholder support, falling short of the 75% threshold required for approval, according to an exchange filing on Thursday.

Swiggy said the proposed appointments of additional executive, non-independent directors were contingent on approval of the Articles of Association amendments. Following the outcome of the postal ballot, the appointments “will accordingly not take effect on June 1, 2026,” the company said.

The company had earlier told investors that the proposed amendments formed part of a broader effort to eventually become an “Indian Owned and Controlled Company” (IOCC) under foreign exchange regulations.

In a clarification filing dated May 13, Swiggy said the proposed governance changes were aimed at supporting “domestic control over the Board” as and when resident Indian shareholding in the company crosses 50%, along with necessary approvals. The company also clarified that the amendments alone would not result in IOCC classification.

“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,” a Swiggy spokesperson said. “These remain enduring priorities for us. We will continue to engage constructively with our shareholders and work towards a positive outcome,” the statement added.