The proposal will now be placed before shareholders for approval through a special resolution at the company’s 13th Annual General Meeting (AGM).
If approved, the cap will ensure that foreign investors cannot collectively own more than 49.5% of the company, helping Swiggy meet ownership requirements under Indian regulations.
Move aimed at qualifying as an Indian-owned company
The proposed cap will apply to total foreign ownership, including investments held by foreign-owned or foreign-controlled Indian entities, Foreign Portfolio Investors (FPIs) and non-resident Indians (NRIs) through any mode, route or scheme.
However, the company clarified that investments made through the non-repatriation route will not be counted towards the proposed cap.
In the same board meeting, Swiggy also approved amendments to its Articles of Association (AoA).
According to the company, the changes are part of its broader effort to qualify as an Indian Owned and Controlled Company (IOCC) under applicable foreign exchange laws.
IOCC status can be strategically important because it enables companies to participate in businesses or government opportunities where Indian ownership and control are a regulatory requirement.
Changes proposed to board nomination rights
The proposed AoA amendments include:
- Deletion of certain existing individual and institutional nomination rights.
- Revision and inclusion of nomination rights for specified resident individuals.
- Clarification of the conditions governing the exercise and cessation of such rights.
- Other consequential changes to relevant definitions and provisions.
These changes are designed to strengthen Indian control over the company’s governance structure, complementing the proposed cap on foreign ownership.
The amendments will also require shareholders’ approval through a special resolution at the AGM.
Preference shares to be reclassified
The board also approved the reclassification of the company’s authorised preference share capital into authorised equity share capital, without changing the overall authorised share capital.
Consequently, Clause V of the Memorandum of Association (MoA) will be amended to reflect the revised capital structure.
The move does not alter Swiggy’s total authorised capital but provides greater flexibility in issuing equity shares in the future, if required.
The proposal will be placed before shareholders through an ordinary resolution at the AGM.
AGM scheduled for August 18
Apart from these approvals, the board approved convening Swiggy’s 13th Annual General Meeting on August 18, 2026, at 3:00 PM IST.
The company said the AGM notice, along with other related information, will be published and communicated in due course.
Shares of Swiggy closed 0.97% lower at ₹261.29 on the National Stock Exchange on Thursday.
