Mumbai | Bengaluru: Shareholders of Swiggy Ltd. have rejected a proposal that would have expanded founder and chief executive officer Sriharsha Majety’s board nomination rights, marking the first time they have voted down a resolution since the food delivery and quick commerce firm went public in November 2024.
For Swiggy, which has been seeing widening losses and a sharp decline in its share price, this underscores investor concerns over governance changes that proxy advisers and several institutional shareholders said could give the founder disproportionate influence.
Since going public, Swiggy has sought shareholder approval on 19 resolutions, according to a review of six shareholder meetings and postal ballot notices reviewed by Mint.
Swiggy's 27.64% shareholders rejected the proposal to remove the rights of two key investors, Accel and SoftBank, to nominate a board member if their ownership falls below 5%. This plan would have given Majety additional power, enabling him to nominate himself and another member, even if his stake was down to 2.45%. Additionally, the board permitted chief growth officer Phani Addepalli to remain a member, so long as he owns at least 0.11%.
Amending the articles of association (AoA) required a special resolution, meaning that three-fourths, or 75%, of shareholders had to approve it. Since the resolution got only 72.36% shareholder support, Swiggy’s efforts to change its corporate charter failed.
"Resolution No. 1, as set out in the Postal Ballot Notice, on Amendment of Articles of Association received 72.36%, falling short of the required threshold by 2.65%," Swiggy said in an exchange filing on Thursday.
As of March, Accel owned 2.77% of Swiggy and could no longer nominate a board representative. SoftBank held a 6.26% stake and has decided to relinquish its right to nominate a board member.
A separate resolution to appoint Dutch investment group Prosus’s second representative, Renan De Castro Alves Pinto, passed with majority approval, with 99% of shareholder stamping their approval, Swiggy said. Prosus is the largest investor in Swiggy, with a 21.06% stake.
On 17 April, Swiggy presented its plan to amend the articles of association. Voting ran from 21 April to 20 May.
Push for Indian-owned
A week before voting was to end, on 13 May, Swiggy filed another application with the exchanges, making a larger point: it was proposing the changes because it wanted to become an Indian-owned and controlled company.
Foreign investors owned 52.19% of Swiggy, while mutual funds owned a fifth at the end of March 2026. Besides the founder, Majety, who owns 5.27%, and employees, who own 5.59%, insurance firms, retail investors, and high-net-worth individuals own the remaining 16.7%
“The Company has received certain queries from institutional investors seeking additional clarification on the proposed Board nomination framework and its relevance to the Company’s broader evaluation of a domestic ownership and control framework,” Swiggy said in its notice on 13 May.
“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 (IOCC),” said Swiggy.
At least two proxy advisory firms—Institutional Investor Advisory Services (IiAS) and Shareholders Empowerment Services (SES)—had recommended that investors of Swiggy vote against the firm’s decision to amend the AoA.
“The timing and structure of the proposed IOCC transition remain unclear,” IiAS said in a note dated 16 May, adding that this clarification was absent from the postal ballot notice issued on 17 April. “The company needs to find more suitable ways to address the requirements of IOCC that do not compromise governance structures and are not prejudicial to the interests of minority shareholders,” said IiAS.
Chairman Anand Kripalu, former chief executive of United Spirits; Suparna Mitra, the CEO of Teamlease, a staffing firm; Shailesh Haribhakti, a chartered accountant; and Faraz Khalid, the CEO of Noon, a West Asian e-commerce firm, are the independent directors on the board. Pinto and Ashutosh Sharma are the two representatives of Prosus.
The flags
Several large money managers opposed Swiggy’s proposal.
“The proposed amendments would enable Sriharsha Majety and Phani Kishan Addepalli to exercise control and influence over the Board which would be disproportionate to their respective shareholdings in the Company,” said Legal & General Investment Management (LGIM), the UK’s largest fund manager, managing $1.5 trillion of assets, according to filings reviewed by Mint. It said Majety’s board nomination rights are not entirely contingent upon the maintenance of a minimum shareholding threshold.
“We are not supportive of the proposed bylaws amendments as they are not in shareholders' best interests,” reasoned British Columbia Investment Management Corp. (BCI), a large Canadian pension fund that manages $200 billion in assets, when it voted against the proposal.
The California Public Employees' Retirement System (CalPERS), which has about $500 billion in assets under management (AUM), the Canada Pension Plan Investment Board, with over $550 billion in AUM, and the City of New York Group Trust, with about $200 billion in AUM, were three other large investors that rejected the resolution.
Swiggy’s efforts to change the AoA come at a time when many of its investors continue to book losses since the company went public in November 2024. Between 13 November 2024 and 20 May 2026, Swiggy’s shares fell 45%, per Bloomberg data. For context, shares of rival Eternal Ltd (formerly Zomato) fell 7% over the period.
Investor concerns have increased due to rising losses in Instamart, the quick commerce business. Swiggy reported a 51% increase in revenue to ₹23,053 crore in FY26 from ₹15,227 crore in FY25, but the losses also increased to ₹4,154 crore from ₹3,117 crore.
On the other hand, Eternal saw revenue grow more than two-fold to ₹54,364 crore in FY26 from ₹20,243 crore in FY25, while profits fell to ₹366 crore from ₹527 crore a year ago.
“Swiggy acknowledges the outcome of the resolution, which received 72.35% shareholder approval, falling short of the required threshold by 2.65%. 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. said a company spokesperson in an email response to Mint's queries. ”These remain enduring priorities for us. We will continue to engage constructively with our shareholders and work towards a positive outcome."
Softbank and Accel did not immediately respond to emails.