Nykaa seeks nod to re-appoint directors for five-year terms

FSN E-Commerce Ventures Limited has initiated a postal ballot process to seek shareholder approval for the re-appointment of four directors for terms ranging up to five years. The resolutions concern the re-appointment of Ms. Adwaita Nayar and Mr. Anchit Nayar as Whole-Time Directors designated as Executive Directors, along with the approval of their remuneration. Additionally, the company seeks approval for the re-appointment of Mr. Milind Sarwate and Ms. Anita Ramachandran as Non-Executive Independent Directors, including a specific provision for Ms. Ramachandran to continue after attaining the age of 75 years.

The Board of Directors approved these proposals at its meeting held on May 15, 2026. The re-appointments are subject to the approval of the members through remote e-voting. The company has engaged National Securities Depository Limited (NSDL) as the e-voting agency to facilitate the process. The company has submitted the intimation regarding the newspaper publication of the postal ballot notice to the exchanges pursuant to Regulation 30 and Regulation 47 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Voting Schedule and Eligibility

Shareholders eligible to vote are those whose names appeared in the Register of Members or the list of beneficial owners as on the cut-off date of Friday, May 22, 2026. The remote e-voting facility will be available from 09:00 A.M. (IST) on Friday, May 29, 2026, until 05:00 P.M. (IST) on Saturday, June 27, 2026. The results of the postal ballot, along with the scrutinizer's report, are expected to be announced on or before Tuesday, June 30, 2026.

Proposed Director Appointments

The resolutions cover the re-appointment of the following directors:

Director	Designation	Term	Type of Resolution
Ms. Adwaita Nayar	Executive Director	July 1, 2026 to June 30, 2031	Ordinary
Mr. Anchit Nayar	Executive Director	July 1, 2026 to June 30, 2031	Ordinary
Mr. Milind Sarwate	Non-Executive Independent Director	July 15, 2026 to July 14, 2031	Special
Ms. Anita Ramachandran	Non-Executive Independent Director	July 15, 2026 to July 14, 2031	Special

Ms. Adwaita Nayar and Mr. Anchit Nayar are proposed to be re-appointed as Whole-Time Directors designated as Executive Directors. Their remuneration includes a fixed compensation of ₹3.5 crore per annum and variable pay linked to the company's profit before tax. The variable pay is set at 0.5% of the consolidated profit before tax, subject to a maximum of 400% of the fixed compensation.

Mr. Milind Sarwate and Ms. Anita Ramachandran are proposed to be re-appointed as Non-Executive Independent Directors for a second consecutive term of five years. Ms. Anita Ramachandran will attain the age of 75 years on April 28, 2030, and the resolution seeks approval for her continuation as a director until the completion of her term on July 14, 2031.

Scrutinizer Appointment

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board has appointed Mr. Sachin Sharma or Mr. Vishwanath, Designated Partners of M/s. Sharma and Trivedi LLP, as the Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-0.32%	-4.02%	-2.56%	-0.96%	+30.41%	-28.65%

Nykaa has announced its audited standalone and consolidated financial results for the quarter and financial year ended March 31, 2026. The company reported a consolidated net profit of ₹204 crore for FY26, a sharp increase of 183% compared to ₹72 crore in the previous year. Revenue from operations grew 26% year-on-year to ₹10,022 crore, crossing the USD 1 billion revenue milestone. The audio and video recording of the Analyst / Investor Conference Call held on May 21, 2026, regarding these results is available on the Company's website.

Consolidated Performance

For the financial year ended March 31, 2026, the company achieved its highest-ever EBITDA and PAT margins. EBITDA grew 59% to ₹752 crore, with margins expanding to 7.5% from 6.0% in FY25. Consolidated GMV grew 28% to ₹19,963 crore. Gross profit for the year increased 30% to ₹4,516 crore.

For the quarter ended March 31, 2026, net profit stood at ₹79 crore, up 313% from the same period last year. Revenue from operations grew 28% to ₹2,648 crore. EBITDA for Q4FY26 increased by 67% to ₹223 crore, with margins expanding to 8.4%, the highest ever. Total income for the quarter was ₹2,648 crore, while total expenses amounted to ₹2,425 crore.

Metric	FY26 (₹ crore)	FY25 (₹ crore)
Revenue from Operations	10,022	7,950
Total Income	10,055	7,977
Total Expenses	9,707	7,850
Net Profit	204	72

Segment Results

The company's operations are divided into three primary business segments: Beauty, Fashion, and Others. The Beauty segment remained the largest contributor, generating revenue of ₹9,139 crore for the year. The Fashion segment reported revenue of ₹832 crore, while the Others segment contributed ₹51 crore. The Beauty segment achieved a GMV of ₹14,954 crore, growing 27% year-on-year. The Fashion business delivered a GMV of ₹4,954 crore, up 30% YoY.

Business Highlights

Nykaa expanded its retail network to 313 stores across 99 cities, adding 76 stores during the year. The House of Nykaa brands achieved an annualized GMV run-rate of ₹3,176 crore, up 49% YoY. The company also completed the acquisition of Earth Rhythm in FY26, increasing its stake to 100%. Superstore by Nykaa, the B2B distribution platform, grew 4x over three years to reach a GMV of ₹1,187 crore.

Standalone Results

On a standalone basis, FSN E-Commerce Ventures Limited reported a net profit of ₹88 crore for FY26, compared to ₹97 crore in the previous year. Total income for the year stood at ₹546 crore. The standalone results reflect the company's holding activities and investments in subsidiaries.