Swiggy Misses Threshold in Bid to Become Indian-Owned Company

Food delivery platform Swiggy has failed to secure enough shareholder votes to amend its Articles of Association, a step the company needed to eventually qualify as an Indian-owned and controlled company, or IOCC.

In an exchange filing on Thursday, Swiggy said the special resolution received 72.36% votes in favour, falling short of the required 75% threshold by 2.65%.

The vote was conducted through a postal ballot via remote e-voting. Alongside the Articles of Association amendment, shareholders were also asked to approve the appointment of Renan De Castro Alves Pinto as a Non-Executive, Non-Independent Nominee Director. That proposal sailed through with 98.98% votes in favour.

Why IOCC Status Matters

Swiggy had earlier clarified to institutional investors, who had sought additional details on the rationale behind the proposed changes, that the amendment was part of a broader effort to eventually qualify as an IOCC under India's foreign exchange regulations.

"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 under applicable Indian foreign exchange laws and regulations, as and when the resident shareholding in the company increases beyond 50% with necessary regulatory and shareholder approvals," the company said in its filing.

Under current rules set by the Foreign Exchange Management Act (FEMA), 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.

As of September last year, foreign investors held just under 60% of Swiggy's shares.

IOCC status would benefit Swiggy's quick commerce arm, Instamart, allowing it to operate with fewer restrictions under India's foreign direct investment policies. Currently, internationally funded e-commerce platforms cannot hold their own inventory.

How Eternal Got There First

Swiggy's stumble stands in contrast to the path taken by rival Eternal. Its board approved a proposal to cap foreign ownership at 49.5% in April 2025, which allowed it to record the full value of sales rather than just commissions, which boosted its reported financials.

Eternal's revenue for the March quarter grew threefold year-on-year (YoY) to ₹17,292 crore, while net profit rose 4.5 times to ₹174 crore.

Swiggy, meanwhile, reported a 45% YoY rise in operating revenue for the same quarter at ₹6,383 crore, while narrowing its net loss by 26% on the back of reduced cash burn and a one-time exceptional income.