FSN E-Commerce Ventures CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 25 Aug 2026, 14 fund houses so far (houses' deadline to file 15 Oct 2026)

• 1 (A) To consider and adopt the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2026 together with the Reports of the Board of Directors and Auditors thereon. (B) To consider and adopt the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2026 together with the Report of the Auditors thereon.MoreLess

  14 for0 against
• To appoint a Director in place of Mr. Sanjay Nayar (DIN:00002615) who retires by rotation and being eligible offers himself for re-appointment.

  14 for0 against
• To appoint a Director in place of Mr. Milan Khakhar (DIN:00394065) who retires by rotation and being eligible offers himself for re-appointment.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because the Board independence is less than adequate (after re-classification) and Sanjay Nayar and Milan Khakhar are non-independent director nominees

  13 for1 against
• To consider and approve the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 001076N/ N500013), as Statutory Auditors of the Company and fix their remuneration.MoreLess

  14 for0 against

Mutual fund votes, meeting of 27 Jun 2026, 33 fund houses

• Re-appointment of Ms. Adwaita Nayar (DIN: 07931382) as the Whole-Time Director designated as Executive Director of the Company for a term of 5 years.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because independent Directors represent less than one-half of the board and Adwaita Sanjay Nayar is a non-independent director nominee.

  32 for1 against
• Approval of payment of remuneration to Ms. Adwaita Nayar (DIN: 07931382) as the Whole-Time Director designated as Executive Director of the Company for a term of 5 years.

  33 for0 against
• Re-appointment of Mr. Anchit Nayar (DIN: 08351358) as the Whole-Time Director designated as Executive Director of the Company for a term of 5 years.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because independent Directors represent less than one-half of the board and Anchit Nayar is a non-independent director nominee.

  32 for1 against
• Approval of payment of remuneration to Mr. Anchit Nayar (DIN: 08351358) as the Whole-Time Director designated as Executive Director of the Company for a term of 5 years.

  33 for0 against
• Re-appointment of Mr. Milind Sarwate (DIN: 00109854) as a Non-Executive Independent Director of the Company for a second consecutive term of 5 years.

  ›Against Franklin Templeton Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted as the nominee sits on more than four public company boards and is considered overboarded.

  32 for1 against
• Re-appointment of Ms. Anita Ramachandran (DIN: 00118188) as a Non-Executive Independent Director of the Company for a second consecutive term of 5 years and approval for continuation after attaining the age of 75 years.MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund, The Wealth Company Mutual Fund, Trust Mutual Fund, WhiteOak Capital Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Cooling off period of not served at the time of transition from Non-Executive Director to Independent Director. Prolonged association - Director has been associated with the Company for >10 years. An independent director having such prolonged association does not align with good governance practice.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Trust Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merits of proposed appointee. Governance concern: Cooling off period of 3 years not served at the time of transition from NED to ID. Prolonged association - Director has been associated with the Company for >10 years. An independent director having such prolonged association does not align with good governance practice.
  • Bank of India Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual FundMs. Anita Ramachandran, 71, is an advisor to Mercer India, following its April 2025 acquisition of Cerebrus Consultants. She has been on the board of FSN E-Commerce Ventures (Nykaa) since 12 October 2015. She has attended all six board meetings held in FY26. Her reappointment is in line with all statutory requirements. Ms. Anita Ramachandran serves on the boards of six listed companies including Nykaa. While regulations cap the number of independent directorships at seven, for whole-time directors of listed entities, the limit is three. Notwithstanding, she has attended all board meetings across her listed company engagements, which is reflective of her availability and ability to devote sufficient time to her board responsibilities. Further, we note that Ms. Anita Ramachandran was associated with the company as Non-Executive Non-Independent Director from 12 October 2015 (as per the RHP) and she was designated as an independent director from 16 July 2021. Accordingly, her overall tenure with the company exceeds ten years. We do not support appointment of independent directors if their aggregate tenure with the company or the group has exceeded ten years. If the company believes that it will benefit from her serving on the board, it must reappoint her as Non-Executive Non-Independent Director. Hence, we do not support the resolution.
  • Baroda BNP Paribas Mutual FundThe director proposed for re-appointment as Independent Director (ID) has been associated with the company since 2015. We are satisfied with the proposed director’s credentials. Due to concerns related to director's independence, we do not support the resolution.
  • Canara Robeco Mutual Fundwe note that Ms. Anita Ramachandran was associated with the company as Non-Executive Non-Independent Director from 12 October 2015 (as per the RHP) and she was designated as an independent director from 16 July 2021. Accordingly, her overall tenure with the company exceeds ten years. We do not support appointment of independent directors if their aggregate tenure with the company or the group has exceeded ten years. If the company believes that it will benefit from her serving on the board, it must reappoint her as Non-Executive Non-Independent Director. Hence, we do not support the resolution.
  • Edelweiss Mutual FundCompliant with law. No concern on the merits of proposed appointee. Governance concern: Cooling off period of 3 years not served at the time of transition from NED to ID. Prolonged association - Director has been associated with the Company for >10 years. An independent director having such prolonged association does not align with good governance practice. The age of 75 is not in her favour
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • Anita Ramachandran has a tenure of more than ten years on the Board. • The Board independence is less than adequate and she is deemed a non independent director nominee. • The company does not have an Independent woman director on its board and Anita Ramachandran is chair of the Nomination and Remuneration committee.
  • HDFC Mutual FundMs. Anita Ramachandran, 71, is an advisor to Mercer India, following its April 2025 acquisition of Cerebrus Consultants. She has been on the board of FSN E-Commerce Ventures (Nykaa) since 12 October 2015. She has attended all six board meetings held in FY26. Ms. Anita Ramachandran was associated with the company as Non-Executive Non-Independent Director from 12 October 2015 (as per the RHP) and she was designated as an independent director from 16 July 2021. We consider her non-independent on account of his long association with the group. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • Anita Ramachandran has a tenure of more than ten years on the Board. • The Board independence is less than adequate (after reclassification) and she is deemed a non-independent director nominee. • The company does not have an Independent woman director on its board (after reclassification) and Anita Ramachandran is chair of the Nomination and Remuneration committee.
  • LIC Mutual FundGovernance concern: Cooling off period of 3 years not served at the time of transition from NED to ID. Prolonged association - Director has been associated with the Company for >10 years. An independent director having such prolonged association does not align with good governance practice.
  • Nippon India Mutual FundGovernance Concern: Cooling off period of 3 years not served at the time of transition from NED to ID. Prolonged association - Director has been associated with the Company for >10 years. An independent director having such prolonged association does not align with good governance practice.
  • SBI Mutual FundMs. Anita Ramachandran, 71, is an advisor to Mercer India, following its April 2025 acquisition of Cerebrus Consultants. She has been on the board of FSN E-Commerce Ventures (Nykaa) since 12 October 2015. She has attended all six board meetings held in FY26. Her reappointment is in line with all statutory requirements. However, we note that Ms. Anita Ramachandran was associated with the company as Non-Executive Non-Independent Director from 12 October 2015 (as per the RHP) and she was designated as an independent director from 16 July 2021. Accordingly, her overall tenure with the company exceeds ten years. We do not support appointment of independent directors if their aggregate tenure with the company or the group has exceeded ten years. If the company believes that it will benefit from her serving on the board, it must reappoint her as Non-Executive Non-Independent Director. Hence, we do not support the resolution.
  • WhiteOak Capital Mutual FundMs. Anita Ramachandran, 71, is an advisor to Mercer India, following its April 2025 acquisition of Cerebrus Consultants. She has been on the board of FSN E-Commerce Ventures (Nykaa) since 12 October 2015. Given, her long term association with the company, we are unable to support her appointment as an independent director. We do not support the resolution.

  10 for23 against

• Tax disputeOffice of Deputy CommissionerSince 17 Jun 2023
  Appeal Admitted
• Tax disputeAssistant Commissioner of State TaxSince 5 Mar 2024
  Appeal Admitted
• Tax disputeJoint Commissioner of Sales Tax (SGST) (Appeal)-VSince 20 Apr 2025
  Appeal Admitted
• Tax disputeDeputy Commissioner of State TaxSince 15 Dec 2025
  Appeal Submitted

In the company's own words, from its latest governance filing.

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

Yes

The chair is related to the managing director

Yes

The filing has a part on fines and penalties

No

The filing has a part on tax disputes

Yes

There was a cyber security incident in the quarter

No

The company's own answers in its filing.