Overview
- Shareholders rejected the special resolution by securing 72.36% support, below the 75% threshold required for the Articles of Association amendments.
- Swiggy has defended the proposal as limited and procedural, saying it only granted conditional rights for founders to nominate one senior manager each and did not create vetoes, permanent seats, or majority appointment powers.
- Institutional investors and proxy advisers objected because they saw the packaged governance changes as giving founders extra board influence without matching ownership stakes.
- The vote comes as Swiggy’s FY26 consolidated loss widened to ₹4,154 crore and Instamart continues to burn cash, raising investor sensitivity to governance and capital allocation decisions.
- Swiggy says it is engaging constructively with shareholders and may rework or reattempt IOCC steps, noting any IOCC conversion would also require resident Indian shareholding above 50% plus regulatory approvals.