Swiggy AoA Amendment Fails with 72.36% Approval

Date: May 27, 2026

Special resolution for amendment of Articles of Association received 72.36% shareholder approval, falling short of the required 75% threshold by 2.64%
The resolution was voted on and results were filed on May 21, 2026

The company does not have an identifiable promoter group
Amendments aimed to create governance architecture providing representation for founders and senior management at Board level
Objectives include ensuring continuity of domestic management oversight and accountability for execution of strategic plan
Preparatory step towards qualifying as an Indian Owned and Controlled Company (IOCC) under Indian foreign exchange laws
IOCC classification requires resident Indian shareholding to exceed 50% along with applicable regulatory and shareholder approvals

Proposed right for Mr. Sriharsha Majety, Group CEO and Co-founder, to nominate one senior management professional to the Board
Proposed right for Mr. Phani Kishan Addepalli, Co-Founder, contingent on maintaining qualifying economic interest through continued employment and vested employee stock options
Neither right is granted in perpetuity - each subsists only while conditions are satisfied
No veto rights, affirmative voting rights, committee nomination rights, quorum rights, permanent Board seats, or right to appoint majority of Board were proposed

Rights and individuals were vetted by Nomination and Remuneration Committee (NRC)
Approved by Independent Board
Subject to NRC review, Board approval, and shareholder approval for every nomination

Company emphasizes strong governance, transparency and shareholder accountability
Working constructively with all shareholders to address concerns and achieve positive outcome
Will continue to engage with shareholders and stakeholders through lawful, transparent processes