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Swiggy Shareholders Approve 49.5% Foreign Ownership Cap and Governance Changes

The vote clears the internal hurdle for Swiggy to seek IOCC status so Instamart can pursue an inventory-led model subject to RBI approval.

Overview

  • Shareholders at the company’s 13th annual general meeting on Tuesday approved amendments to the Articles of Association and a 49.5% cap on aggregate foreign ownership after an earlier May vote fell short of the required supermajority.
  • With the board-authorized changes in place, Swiggy can now apply to the Reserve Bank of India to formalize the foreign-holding ceiling and obtain Indian-owned-and-controlled company (IOCC) classification.
  • The governance shift permits Instamart to move from a marketplace to an inventory-led model, which would let Swiggy buy directly from brands and control product assortment, pricing, stock levels and fulfillment.
  • The change is driven by heavy quick-commerce losses—Instamart reported a ₹651 crore net loss in Q1 FY27 and Swiggy’s consolidated loss was ₹791 crore—and the inventory approach aims to improve gross margins through direct procurement.
  • The pivot carries new risks and needs careful execution: Swiggy has signaled a 2–4 quarter transition window and must manage procurement, working capital, inventory obsolescence and fulfillment costs for the strategy to cut cash burn.