Swiggy Limited has moved to calm governance concerns following shareholder resistance to its proposed Articles of Association amendments, arguing that the founder-linked board nomination rights under the proposal were limited, conditional and subject to shareholder oversight.
In a fresh clarification to stock exchanges, the company said the proposed changes did not create veto powers, permanent board seats, affirmative voting rights, quorum rights or the ability for founders to control board composition.
The filing marks Swiggy’s most detailed public defence yet of the governance proposal that failed to secure the mandatory 75% shareholder approval earlier this month.
The company said the amendments were designed to support governance continuity in a professionally managed company without an identifiable promoter group, while also aligning with its long-term objective of qualifying as an Indian Owned and Controlled Company (IOCC) under foreign exchange regulations.
Swiggy clarified that co-founder and Group CEO Sriharsha Majety would only have had the right to nominate one senior management executive from within the company to the board. Separately, co-founder Phani Kishan Addepalli would have retained nomination rights only while meeting conditions linked to employment status, vested ESOP holdings and share ownership.
The company also underscored that every proposed nomination would still have required review by the Nomination and Remuneration Committee, approval by the board, and shareholder consent.
Swiggy further argued that Indian corporate and securities regulations do not prescribe any minimum shareholding threshold for granting director nomination rights, countering criticism that the proposals disproportionately empowered founders despite diluted ownership.
The clarification comes as listed technology firms face increasing scrutiny from institutional investors over governance standards, board independence and founder influence after going public.
Swiggy said it will continue discussions with shareholders and evaluate future strategic or structural changes through “lawful, transparent and shareholder-aligned processes.”
