Swiggy reshuffles board rules as it looks to become an Indian-controlled company

Swiggy said on Wednesday that proposed changes to its board nomination framework are part of a broader effort to eventually qualify as an Indian Owned and Controlled Company (IOCC) under India’s foreign exchange regulations.

In a regulatory filing, the food delivery and quick commerce company said institutional investors had sought additional clarity on the rationale behind the proposed amendments.

Swiggy said the changes are aimed at “rationalising legacy nomination rights” while ensuring management continuity and board-level representation for executives driving the company’s strategic plans.

“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) under applicable Indian foreign exchange laws and regulations,” the company said in the filing.

The company added that IOCC status would be pursued once resident shareholding in the company rises above 50%, subject to necessary regulatory and shareholder approvals.

Under FEMA regulations, a company qualifies as Indian-owned and controlled only if ownership and control rest with resident Indian citizens or eligible Indian entities, including through a board composition and nomination framework that supports domestic control.

Swiggy said its current structure does not have an identifiable promoter group with a substantial stake or dominant board representation that could independently safeguard domestic control.

The company said it considers it important to establish a governance structure that supports a domestically controlled board and majority domestic shareholding as part of its IOCC plans.

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