Nykaa has announced a postal ballot seeking shareholder approval for the re-appointment of founder Ms. Falguni Nayar as Executive Chairperson, Managing Director and Chief Executive Officer for another five-year term. The e-commerce and beauty retailer, FSN E-Commerce Ventures Limited, issued the notice outlining the proposed terms and compensation structure for the leadership renewal.

Postal Ballot Timeline and Process

The company has set a comprehensive timeline for the postal ballot process, with all voting to be conducted electronically through NSDL's e-voting platform.

The notice is being sent electronically to members whose email addresses are registered with the company, registrar MUFG Intime India Private Limited, or depositories. Physical copies of the postal ballot form will not be dispatched in compliance with Ministry of Corporate Affairs circulars.

Proposed Re-appointment Terms

Ms. Falguni Nayar's re-appointment covers the period from February 12, 2026 to February 11, 2031, maintaining her current role as Executive Chairperson, Managing Director and Chief Executive Officer. The Nomination and Remuneration Committee and Board of Directors approved the proposal on November 07, 2025, following prior Audit Committee approval.

The appointment terms specify that she will not be liable to retire by rotation and will be considered Key Managerial Personnel under Section 203 of the Companies Act, 2013. Her duties include devoting time and efforts to the company and its subsidiaries while ensuring conduct aligns with company policies and regulations.

Compensation Structure

The proposed compensation package reflects the company's scale and Nayar's extensive experience, with both fixed and variable components structured within statutory limits.

The compensation will be split between the company and its subsidiaries based on responsibilities and strategic contributions. Annual increments are capped at 30% of prevailing fixed compensation, subject to Board approval and legal compliance.

Leadership Track Record and Company Performance

Under Ms. Falguni Nayar's leadership, Nykaa has achieved significant milestones since her initial appointment as Executive Chairperson, MD & CEO on February 12, 2021. The company's performance metrics demonstrate substantial growth across key business parameters.

Nayar founded Nykaa in 2012 after a 19-year career at Kotak Mahindra Group, where she served as Managing Director of Kotak Mahindra Capital Company Limited. The company expanded beyond beauty into fashion, lifestyle, and private label brands, while achieving international presence in the Middle East through Nysaa and UK through SpaceNK partnership.

Governance and Approval Process

The postal ballot follows proper corporate governance protocols, with M/s. Sharma and Trivedi LLP appointed as scrutinizers for the voting process. The resolution requires ordinary resolution approval from shareholders, with voting rights proportional to shareholding as of the cut-off date.

Members can access the complete notice on the company's website at nykaa.com, stock exchange websites, and NSDL's e-voting portal. The company will announce results within two working days of voting conclusion and display them at registered and corporate offices alongside stock exchange filings.

FSN E-Commerce Ventures Limited , formally known as Nykaa, has successfully concluded its postal ballot process with shareholders overwhelmingly approving the appointment of Dipak Gupta as Non-Executive Independent Director. The voting results, announced on December 26, 2025, demonstrate strong shareholder confidence in the proposed board enhancement.

Postal Ballot Results

The voting outcome reflects decisive shareholder support for the appointment:

Appointment Details

The approved appointment encompasses the following terms:

Voting Process and Participation

The company conducted the postal ballot through remote e-voting exclusively, with the process spanning from November 27, 2025, to December 26, 2025. The voting demonstrated strong participation across different shareholder categories:

About Dipak Gupta

Dipak Gupta brings extensive financial sector expertise to Nykaa's board. As former Managing Director & CEO of Kotak Mahindra Bank, he possesses over three decades of experience in banking, investments, and risk management. His appointment strengthens the company's governance framework with seasoned financial services leadership.

Regulatory Compliance

The postal ballot was conducted under the supervision of Mr. Vishwanath, Practicing Company Secretary and Designated Partner of Sharma and Trivedi LLP, who served as the scrutinizer. The process adhered to Section 108 and 110 of the Companies Act, 2013, along with applicable SEBI regulations and listing requirements.

The voting results and scrutinizer's report are available on the company's investor relations website and have been communicated to both NSE and BSE. This appointment represents a strategic enhancement to Nykaa's board composition as the company continues its growth trajectory in the competitive e-commerce landscape.