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SWIGGY LIMITED — Proxy Solicitation & Information Statement 2026
May 13, 2026
59018_rns_2026-05-13_ea1bb503-b83d-44ab-ad20-ea8b232036c6.pdf
Proxy Solicitation & Information Statement
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Swiggy
REF: SWIGGY/SE/2026-27/17
May 13, 2026
To
The Deputy Manager
Department of Corporate Services
BSE Limited
PJ Towers, Dalal Street
Mumbai 400001
Scrip Code: 544285
To
The Manager
National Stock Exchange of India
Limited Exchange Plaza, Plot No. C/1,
G Block Bandra-Kurla Complex,
Bandra (E),
Mumbai 400051
Symbol: SWIGGY
Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)
Dear Sir/Madam,
This is in continuation of the Postal Ballot Notice dated April 10, 2026, issued by Swiggy Limited (“Company”) seeking approval of the members of the Company for, inter alia, alteration of the Articles of Association of the Company (“Proposed Amendment”).
The Company has received certain queries from institutional investors seeking additional clarification on the proposed Board nomination framework and its relevance to the Company’s broader evaluation of a domestic ownership and control framework. As disclosed in the explanatory statement to the postal ballot notice, the Proposed Amendment is intended, inter alia, to rationalise legacy nomination rights and to ensure management continuity and board-level representation of the team responsible for executing the Company’s strategic plan.
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, as and when the resident shareholding in the Company increases beyond 50% with necessary regulatory and shareholder approvals. Further, per the extant FEMA Regulations, in addition to ownership threshold, the IOCC classification requires that control is vested in resident Indian citizens and/or eligible Indian entities, including through a Board composition and nomination framework that supports domestic control over the Board.
Since the Company does not have an identifiable promoter group holding a substantial stake or representation on the Board that by itself serves as a structural safeguard for domestic control, the Company considers it important to put in place an appropriate governance architecture that supports its endeavour to become an IOCC through a domestically controlled board and majority domestic shareholding. The Proposed Amendments do not, by themselves, result in the Company being classified as an IOCC and will require shareholders approval and other corporate actions to complete the process.
This disclosure will also be hosted on the website of the Company at https://www.swiggy.com/corporate/
This is for your information and records.
Thanking you,
Yours faithfully,
For Swiggy Limited
Cauveri
Sriram
Digitally signed by
Cauveri Sriram
Date: 2026.05.13
20:11:56 +05'30'
Cauveri Sriram
Company Secretary & Compliance Officer
SWIGGY LIMITED
CIN: L74110KA2013PLC096530 | www.swiggy.com | [email protected] | T: 080-68422422
Registered & Corporate Office: Sumadhura Capitol Towers, 3rd- 6th Floor – Tower 1, Sy. No. 14 & 158, Pattanduru Agrahara, K R Puram Hobli, Bengaluru East Taluk, Bengaluru, Karnataka – 560066