Food delivery and quick commerce major Swiggy has hit a roadblock in its plans to transition into an Indian owned and controlled company (IOCC), after shareholders voted down a proposal to appoint Chief Financial Officer Rahul Bothra and Co-founder Phani Kishan Addepalli to the company’s board.
The resolution, which sought amendments to Swiggy’s Articles of Association (AoA), received 72.35 per cent shareholder approval, falling short of the 75 per cent threshold required for passage. The changes would have allowed Founder and Chief Executive Sriharsha Majety to nominate a management representative to the board. Bothra was expected to occupy one such seat, while Addepalli was set to replace Co-founder Nandan Reddy, who exited the company earlier this year.
The rejection marks the first time that shareholders have voted against a resolution since Swiggy’s public listing in November 2024, highlighting growing investor unease around governance changes and the company’s widening losses.
“Swiggy acknowledges the outcome of the resolution, which received 72.35 per cent shareholder approval, falling short of the required threshold by 2.65 per cent,” a company spokesperson said.
Management representation
“The proposed amendment reflects our long-term commitment to ensuring management representation on the Board and advancing our transition toward becoming an IOCC under applicable Indian foreign exchange laws and regulations.”
The company added that it would continue engaging with shareholders to work towards a “positive outcome”.
The development comes at a challenging period for Swiggy, whose shares have fallen 45 per cent between November 2024 and May 2026, according to Bloomberg data, as investors remain concerned over mounting losses in its quick commerce business, Instamart.
Swiggy reported consolidated revenue growth of 51 per cent year-on-year to ₹23,053 crore in FY26, while net losses widened to ₹4,154 crore from ₹3,117 crore a year earlier. Much of the pressure continues to come from Instamart, where aggressive investments and competition with rival Eternal-owned Blinkit have weighed on profitability.
Even so, analysts say operational metrics have improved. According to an ICICI Securities report, Instamart’s contribution margin improved to negative 1.8 per cent of gross order value in Q4FY26 from negative 5.6 per cent a year ago, with management guiding for contribution break-even by the first quarter of FY27.
Swiggy’s food delivery business, meanwhile, continued to show stronger profitability trends, with adjusted EBITDA margin improving to 3.3 per cent in Q4FY26 from 2.9 per cent a year earlier.