Swiggy Gets Shareholder Nod for IOCC Status, Foreign Ownership Capped at 49.5%
Swiggy shareholders have given their approval to the business’s plan to become an Indian owned and controlled company (IOCC), with foreign ownership capped at 49.5%. The resolution was passed with 99.99% backing at its AGM on 18 August, a major obstacle after an earlier proposal was rejected.
At Swiggy's annual general meeting on August 18, the company's shareholders gave their stamp of approval to a plan to transform into an Indian-owned and controlled company (IOCC). This approval limits the total amount of foreign ownership in the company to no more than 49.5%, as stated in the most recent stock filing by the company.
A crucial proposal to change Swiggy's Articles of Association (AoA) was rejected by shareholders in May, causing a setback to the company's aspirations to transition into an IOCC. This most recent proposal was one of seven that Swiggy's shareholders were asked to consider during their thirteenth annual general meeting (AGM). With 99.99% of the vote going in support, the foreign ownership cap was deemed a special resolution.
Proposed Developments at Swiggy’s AGM
At this meeting, 99.98% of shareholders voted to remove specific elements of the AoA, while 93.97% voted to change certain clauses. Amendments to Swiggy's Articles of Association were accepted, allowing cofounders Sriharsha Majety and Phani Kishan Adepally to continue serving as majority board members and designate directors. As of August 11, 2026, there were 585,768 stockholders in the company. The corporation announced that all resolutions included in the annual general meeting notice were approved by a simple majority.
Among these, the FY26 standalone and consolidated financial statements were adopted, and Ashutosh Sharma, who retired by rotation, was reappointed as a non-executive nominee director. With the shareholder approvals, Swiggy has removed a major obstacle on its path to IOCC. But the business hasn't confirmed that it has IOCC certification just yet. Obtaining these clearances is a necessary component of the transfer's ownership and governance processes.
Why IOCC is so Important for Swiggy?
This transition is of particular significance to Instamart. At the moment, Swiggy runs its rapid commerce operation as an online marketplace where third-party vendors own the inventory. According to the company, if it becomes an IOCC, it will have the freedom to pursue inventory-led models for Instamart, as long as it complies with all relevant laws and business regulations. Two to four quarters following shareholder approval, Swiggy plans to switch to an inventory-led business, according to the company. Swiggy may be able to improve sourcing efficiencies, product availability, and unit economics if it were to directly own inventory in some categories.
Swiggy also claimed that it could compete more fairly with other e-commerce companies that use an IOCC structure if it adopted one. Subsequently, Swiggy made it clear that group CEO Sriharsha Majety and co-founder Anoop Jain were not meant to have undue influence through the planned governance reforms. The business claimed that the changes were necessary to establish a framework for the management of a professionally run business in the absence of a discernible promoter group. Swiggy will no longer be able to nominate Accel and SoftBank to its board of directors as a result of the authorised amendments. After its stake fell below the 5% level, Accel's nomination right had already lapsed, and SoftBank had consented to the removal of its nomination right.
