Nature of the Disclosure

This is a regulatory filing under SEBI Listing Regulations, specifically pursuant to Regulation 30, to inform the stock exchanges and shareholders about the convening of the 14th Annual General Meeting (AGM). The notice includes the agenda, explanatory statements, and detailed procedural instructions for remote participation and voting.

Key Quantitative Figures and Dates

  • AGM Date and Time: Tuesday, August 25, 2026, at 10:30 A.M. IST.
  • Voting Cut-off Date: Tuesday, August 18, 2026. Shareholders registered as of this date are entitled to vote.
  • Remote E-Voting Period: Commences on Friday, August 21, 2026, at 09:00 a.m. (IST) and concludes on Monday, August 24, 2026, at 05:00 p.m. (IST).
  • Auditor Remuneration: The proposed remuneration for M/s. Walker Chandiok & Co. LLP for audit services for FY 2026-27 is ₹0.80 Crores, excluding administrative and out-of-pocket expenses and applicable taxes.
  • Director Shareholding: Mr. Sanjay Nayar holds 60,20,84,620 equity shares as of March 31, 2026, through the Sanjay Nayar Family Trust. Mr. Milan Khakhar holds nil shares.

Parties Involved

  • Retiring Statutory Auditor: M/s. S.R. Batliboi & Associates LLP (completing second term)
  • Proposed New Statutory Auditor: M/s. Walker Chandiok & Co. LLP (ICAI Firm Registration No. 001076N/N500013)
  • Registrar and Transfer Agent (RTA): MUFG Intime India Private Limited
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Sachin Sharma or Mr. Vishwanath of M/s. Sharma and Trivedi LLP
  • Directors for Re-appointment: Mr. Sanjay Nayar (DIN: 00002615) and Mr. Milan Khakhar (DIN: 00394065)

Agenda and Resolutions

The AGM will transact the following Ordinary Business:

1. Adoption of Financial Statements: To consider and adopt the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2026, along with the Reports of the Board of Directors and Auditors.

2. Re-appointment of Directors:

  • To re-appoint Mr. Sanjay Nayar, a Non-Executive (Non-Independent) Director retiring by rotation.
  • To re-appoint Mr. Milan Khakhar, a Non-Executive (Non-Independent) Director retiring by rotation.

3. Appointment of Statutory Auditors: To appoint M/s. Walker Chandiok & Co. LLP as Statutory Auditors for a term of 5 (five) consecutive years, from the conclusion of the 14th AGM until the conclusion of the 19th AGM in 2031.

Rationale for Auditor Appointment

The appointment is recommended due to the completion of the second term by the current auditors, M/s. S.R. Batliboi & Associates LLP. The Audit Committee evaluated M/s. Walker Chandiok & Co. LLP based on professional competence, experience auditing large-listed companies, industry expertise, independence, and proposed fees. The Board concurred with the recommendation.

Voting and Participation Procedures

The AGM will be held entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM).

  • Proxy Voting: The facility for appointment of proxies is not available for this virtual AGM.
  • Remote E-Voting: Shareholders can vote electronically via the NSDL platform during the specified remote e-voting period.
  • Joining the Meeting: Shareholders can join the VC/OAVM 15 minutes before the meeting through the NSDL e-voting website. The facility is available on a first-come, first-served basis for up to 1,000 members.
  • Quorum: Members attending through VC/OAVM shall be counted for the purpose of quorum under Section 103 of the Companies Act, 2013.

Additional Information for Shareholders

  • Annual Report: The Integrated Annual Report for FY 2025-26 is being sent electronically. Members can request a physical copy by emailing nykaacompanysecretary@nykaa.com or the RTA.
  • E-mail Registration: Members not registered for e-communication are urged to register their email IDs with their DP (for demat holdings) or with the RTA (for physical holdings).
  • Document Inspection: All documents referred to in the notice are available for electronic inspection by members upon request until the AGM date.
  • Queries: Members can submit questions in advance by August 20, 2026, or register to speak during the meeting.

Other Governance Disclosures

  • The notice reiterates SEBI mandates for dematerialization of shares, nomination facilities, and linking of PAN with Aadhaar.
  • The Online Dispute Resolution (ODR) portal (https://smartodr.in/login) is highlighted as a recourse for investors.
  • The voting results will be announced within two working days of the AGM and submitted to the stock exchanges (BSE and NSE).