Food delivery and quick commerce platform Swiggy on Wednesday said its proposed governance changes are part of a broader effort to eventually qualify as an Indian Owned and Controlled Company (IOCC) under India's foreign exchange regulations.
The clarification comes after the company received queries from institutional investors regarding proposed amendments to its board nomination framework and how those changes fit into its long-term ownership and control structure.
In a statement, Swiggy said the proposed amendments are aimed at streamlining legacy board nomination rights while also ensuring management continuity and board-level representation for the team executing the company's long-term strategy.
However, the company added that the changes also form part of a wider plan to position itself for IOCC classification under applicable Indian foreign exchange laws and regulations, subject to regulatory approvals and changes in shareholding patterns.
Under current Foreign Exchange Management Act regulations, a company can qualify as an IOCC only if more than 50% of its ownership is held by resident Indian shareholders and effective control remains with resident Indian citizens or eligible Indian entities.
Swiggy said that apart from meeting the ownership threshold, IOCC classification also requires a governance structure where board control and nomination rights support domestic control over the company.
The company noted that unlike some Indian firms, it does not have an identifiable promoter group with a substantial stake or dominant board representation that could automatically act as a safeguard for domestic control.
Because of this, Swiggy said it believes it is important to establish an “appropriate governance architecture” that supports its broader goal of becoming an IOCC through a combination of majority domestic shareholding and a domestically controlled board structure.
The company clarified that the proposed governance amendments alone would not automatically result in IOCC classification. The process would still require shareholder approvals, regulatory clearances and additional corporate actions before completion.
The move is significant because IOCC status can provide companies greater operational flexibility under India's foreign investment rules across certain sectors and activities.
The company, which competes with Eternal in food delivery and quick commerce, has seen its investor base evolve over time with participation from several global institutional investors and venture capital firms.
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