Meeting Details

The postal ballot was conducted through remote e-voting only, with no physical meeting. The voting period commenced on May 29, 2026 at 9:00 AM IST and ended on June 27, 2026 at 5:00 PM IST. The cut-off date for determining shareholder eligibility was May 22, 2026.

Proposed Resolutions and Implications

Shareholders voted on six resolutions:

1. Re-appointment of Ms. Adwaita Nayar (DIN: 07931382) as Whole-Time Director designated as Executive Director for 5 years (Ordinary Resolution)

2. Approval of payment of remuneration to Ms. Adwaita Nayar as Whole-Time Director for 5 years (Ordinary Resolution)

3. Re-appointment of Mr. Anchit Nayar (DIN: 08351358) as Whole-Time Director designated as Executive Director for 5 years (Ordinary Resolution)

4. Approval of payment of remuneration to Mr. Anchit Nayar as Whole-Time Director for 5 years (Ordinary Resolution)

5. Re-appointment of Mr. Milind Sarwate (DIN: 00109854) as Non-Executive Independent Director for second consecutive term of 5 years (Special Resolution)

6. Re-appointment of Ms. Anita Ramachandran (DIN: 00118188) as Non-Executive Independent Director for second consecutive term of 5 years and approval for continuation after attaining age 75 (Special Resolution)

Voting Process and Methods

The voting was conducted exclusively through remote e-voting facilitated by National Securities Depository Limited (NSDL). The company generated EVEN: 139442 on NSDL's portal for casting votes. Notice was sent electronically to members whose email IDs were registered with depositories/RTA as of the cut-off date. An advertisement was published in Financial Express, The Free Press Journal, and Navshakti newspapers on May 29, 2026.

Key Voting Outcomes

Overall Participation

  • Total outstanding shares: 286,33,27,496 equity shares
  • Total votes polled: 265,40,79,360 equity shares (92.69% participation)
  • Number of shareholders on record date: 394,815

Resolution-wise Results:

Resolution 1 (Adwaita Nayar reappointment - Ordinary):

  • Votes in favor: 258,36,94,062 shares (97.35%)
  • Votes against: 7,03,85,298 shares (2.65%)
  • Invalid votes: 1,80,360 shares

Resolution 2 (Adwaita Nayar remuneration - Ordinary):

  • Votes in favor: 264,85,23,610 shares (99.80%)
  • Votes against: 54,27,533 shares (0.20%)
  • Invalid votes: 1,80,360 shares

Resolution 3 (Anchit Nayar reappointment - Ordinary):

  • Votes in favor: 258,29,24,359 shares (97.35%)
  • Votes against: 7,03,76,361 shares (2.65%)
  • Invalid votes: 9,60,480 shares

Resolution 4 (Anchit Nayar remuneration - Ordinary):

  • Votes in favor: 264,74,53,506 shares (99.80%)
  • Votes against: 54,19,617 shares (0.20%)
  • Invalid votes: 9,60,480 shares

Resolution 5 (Milind Sarwate reappointment - Special):

  • Votes in favor: 262,66,88,714 shares (98.97%)
  • Votes against: 2,73,77,733 shares (1.03%)
  • Invalid votes: 63,156 shares (Public Non-Institutions category)

Resolution 6 (Anita Ramachandran reappointment - Special):

  • Votes in favor: 208,96,04,870 shares (78.80%)
  • Votes against: 56,22,52,230 shares (21.20%)

Category-wise Voting Breakdown:

Promoter & Promoter Group (149,12,11,782 shares):

  • Voted 100% in favor of all resolutions
  • 100% participation across all resolutions

Public Institutions (108,19,83,643 shares):

  • Average participation: 92.33%
  • Voted overwhelmingly in favor of executive director resolutions (92.96-99.46% approval)
  • Showed significant opposition to Anita Ramachandran reappointment (56.37% against)

Public Non-Institutions (29,01,32,071 shares):

  • Average participation: 56.46%
  • Voted nearly unanimously in favor of all resolutions (99.80-99.99% approval)

Scrutinizer's Role and Findings

Mr. Vishwanath (ACS:14521/CP:25099), Designated Partner of M/s. Sharma and Trivedi LLP (LLPIN: AAW-6850), was appointed as Scrutinizer. His responsibility was to scrutinize the e-voting process in a fair and transparent manner and prepare a report of votes cast for and against each resolution. The scrutinizer confirmed that all resolutions were passed with requisite majority in accordance with the Companies Act, 2013 and SEBI Listing Regulations.

Compliance Confirmation

The voting process complied with Section 108 and 110 of Companies Act, 2013, Companies (Management and Administration) Rules, 2014, MCA General Circulars No.14/2020, 17/2020, and 03/2025, Regulation 44 of SEBI LODR Regulations, 2015, and Secretarial Standard SS-2 issued by ICSI.

Additional Information

The voting results and scrutinizer's report are available on the company's website (https://www.nykaa.com/investor-relations/lp) and NSDL's website (www.evoting.nsdl.com). The results were also communicated to NSE and BSE and displayed at the Registered Office and Corporate Office of the Company.