No governance issue with shareholder resolution, will hold revote soon: Swiggy group CEO Sriharsha Majety

Swiggy cofounder and group CEO Sriharsha Majety is confident that the recent surprise defeat of a shareholder resolution on a corporate recast at the food delivery and quick commerce platform will be reversed soon, downplaying concerns over the governance implications of the proposal.

“On balance, it (the amendment) actually gives more than it takes,” he said in his first interview since the setback. “As part of the overall amendment, some permanent nomination rights are also being removed, and any additions would be subject to approval by the NRC (nomination and remuneration committee), the board, and shareholders. So we don’t see this as a governance issue at all.”

Majety said Swiggy plans to put the plan to vote again soon.


The resolution sought to amend Swiggy’s articles of association as part of a broader push to become an Indian Owned and Controlled Company (IOCC). It failed to secure the required 75% supermajority from shareholders, falling short by a slim margin at the meeting on May 21. Becoming an IOCC will allow Swiggy to operate its quick commerce business on an inventory model. Currently, in accordance with the foreign investment rules, it runs as a marketplace of sellers.

Also Read: ETtech Explainer: How Swiggy’s failed bid to become an Indian firm matters for Instamart

A transition to owning inventory would let the company unlock better unit economics and give it greater control over operations. Swiggy’s biggest rival, Zomato and Blinkit parent Eternal, became an IOCC in April 2025 and subsequently transitioned its quick commerce unit into a platform that now holds the inventory of goods it sells.

The reasons for the changes could have been communicated better, said Majety.

“We could have handled this better through engagement,” he said. “Since the vote, we’ve been in touch with shareholders, and we already feel they have a much better understanding of the rationale, which we could probably have communicated more effectively earlier.”

The amendment sought to grant Majety additional rights to nominate himself and another senior management member to the board, enabling the appointment of CFO Rahul Bothra, while also effectively transferring the nomination rights of cofounder Nandan Reddy, who left the company in April, to cofounder Phani Kishan Addepalli. The resolution also sought to remove the board nomination rights of investors Accel and SoftBank.

Proxy advisory firm Institutional Investor Advisory Services (IIAS) flagged governance concerns, arguing that share ownership must have a bearing on board nomination rights. It also raised the matter of Addepalli’s proposed rights being tied to a stake held “almost entirely in options rather than actual equity.”

IIAS had added: “Board nomination rights should remain linked to a meaningful equity shareholding rather than unexercised stock options. Swiggy must find more suitable ways to address IOCC requirements that do not compromise governance structures or prejudice the interests of minority shareholders.”

As of March 31, Majety held a 4.6% stake in Swiggy. The proposed amendment allowed him board membership rights for as long as he held at least 2.45% of the company. On the other hand, Addepalli held close to 276,000 shares and 7.3 million vested but unexercised stock options, translating to a 0.3% stake, all told. Addepalli’s rights are anchored in him owning at least 0.11% of the company.

Also Read: Swiggy says failed shareholder resolution aimed at governance, not founder control

M&A target?

These developments come amid heavy losses and cash burn at Swiggy’s quick commerce business Instamart, which has ceded market share in the short term. Brokerage firms and analysts have suggested that Swiggy could be a potential target for acquisition by a larger company. The speculation was “rather amusing,” Majety said.

“We have three businesses--two are already profitable or on the path to profitability and accelerating,” he said, referring to Swiggy’s food delivery vertical and Instamart. “And thanks to the last QIP we raised, we have significant cash on the balance sheet. I cannot imagine where this idea even comes from.” The third unit is the ‘going-out’ business.

Swiggy raised Rs 10,000 crore through a qualified institutional placement (QIP) in December, just over a year after it raised Rs 4,500 crore in fresh capital at its November 2024 initial public offering.

The Bengaluru-based company’s stock is down almost 55% from its December 2024 peak, and Swiggy currently has a market capitalisation of around Rs 62,000 crore.

Majety said investors were seeking reassurance in the management’s ability to turn Instamart around.

“Ultimately, confidence in management exists in shades of grey,” he said. “Obviously, the message right now is that investors need greater confidence that Instamart will emerge as a very strong and enduring outcome, and that is reflected in the stock price.”

In April, a report by financial services firm JM Financial said an M&A could be the best outcome for Swiggy.

“Instamart is mired in a growth-versus-profitability deadlock due to a fixation on meeting contribution margin guidance, thereby stunting the scale-up required for long-term viability,” the report said.

During the March quarter, Instamart clocked around 1.25 million orders per day on average, compared with market leader Blinkit’s more than 3 million. In comparison, Zepto, which is aiming to go public in the next few months, is estimated to have got 2.4-2.5 million orders a day.

Also Read: Swiggy’s Sriharsha Majety sees telecom parallels in qcomm frenzy, says strategic clarity is key

Growth vs profitability

Majety said Swiggy has been engaging closely with shareholders, adding that investor conversations remain centred on one issue--how the company balances growth and profitability at Instamart.

“That is the main discussion point, and there’s really no other issue that comes anywhere in the same zip code in terms of investor attention,” he said.

The comments come as Instamart recalibrates its strategy. In the March quarter, the quick commerce business reported a sequential decline in operating losses, although gross sales fell as Instamart pulled back on discounts and subsidies that it said were unsustainable in the long term. Majety said investors are comfortable with Swiggy’s contribution margin trajectory so far, but are seeking stronger conviction on its ambition of reaching Rs 1 lakh crore in net order value amid a highly competitive market. Contribution margin is a financial metric that measures how much revenue is left over after covering variable costs.

Defending Swiggy’s current focus on unit economics, Majety said companies that ignore economics for too long risk painful corrections when market growth slows.

“If you go unchecked on economics for too long and if you have to correct when the market has slowed down dramatically, the music stops very hard,” he said, adding that Swiggy had made its strategic choice.

Since listing in November 2024, Instamart has accumulated operating losses of Rs 4,351 crore. In the January-March period, its adjusted Ebitda loss—a measure of operating performance—was Rs 858 crore, down marginally from Rs 908 crore in the preceding quarter.

In terms of growth, after several consecutive quarters of more than 100% year-on-year increase in gross order value (GOV), Instamart saw growth moderating to 69%. The company reported GOV of Rs 7,881 crore in the fourth quarter of FY26.

Moving away from a discount-led strategy should not be seen as a retreat.

“Given that we’re probably the first player after Blinkit to take this route, some may see it as vacating the market. In fact, we see it as the opposite,” Majety said, adding that failing to consolidate at the right time can become “seriously damaging” later.

Also Read: ETtech In-depth: Amazon’s quick commerce blitz rattles Blinkit’s playbook