Meeting Details

This is a Postal Ballot process, not a physical meeting. The voting period is from Thursday, June 04, 2026, at 9:00 A.M. IST to Friday, July 03, 2026, at 5:00 P.M. IST. The cut-off date for determining shareholder eligibility is Friday, May 29, 2026.

Proposed Resolutions and Implications

Item No. 1: Appointment as Director (Ordinary Resolution)

  • To appoint Mr. Munish Gupta (DIN: 09350096) as a Director of the Company, liable to retire by rotation.

Item No. 2: Appointment as Whole-time Director & CFO (Special Resolution)

  • To appoint Mr. Munish Gupta as Whole-time Director with the functional designation of Executive Director and Chief Financial Officer for a period of 3 years effective May 12, 2026.
  • To approve his remuneration, which is proposed to exceed the limits prescribed under Schedule V of the Companies Act, 2013.
  • The proposed remuneration includes a fixed salary of ₹138.0 Lacs (2026-27), ₹153.0 Lacs (2027-28), and ₹167.0 Lacs (2028-29), plus variable pay not exceeding 20% of total remuneration.
  • He will also be entitled to a Long-Term Incentive Plan (LTIP) payout of ₹75 Lacs upon completion of his term on March 31, 2029, subject to conditions.

Voting Process and Methods

The Company is using a remote e-voting process only, managed by its Registrar and Transfer Agent, KFin Technologies Limited. The Notice is being circulated solely through electronic mode to members whose email addresses are registered as of the cut-off date. Physical copies of the ballot are not being sent.

Key Voting Outcomes

Voting results will be declared by the Chairman or an authorized person on or before Tuesday, July 07, 2026. The results will be displayed on the Company's website (www.ethoswatches.com) and KFin Technologies' website (https://evoting.kfintech.com). Resolutions will be deemed passed on July 03, 2026, if approved by the requisite majority.

Scrutinizer's Role

CS Jaspreet Singh Dhawan, a Practicing Company Secretary (Membership No. FCS 9372, CP No. 8545), has been appointed as the Scrutinizer to conduct the postal ballot process in a fair and transparent manner. His decision on the validity of votes will be final.

Compliance with Laws and Regulations

The Notice confirms compliance with:

  • Section 110 of the Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Various MCA Circulars and SEBI Master Circulars referenced in the document
  • Secretarial Standard on General Meetings (SS-2)

Additional Financial Information

The Explanatory Statement includes standalone and consolidated financial highlights for FY2026:

  • Standalone Total Income: ₹1,653.12 Crores, Profit After Tax: ₹242.50 Crores
  • Consolidated Total Income: ₹1,658.40 Crores, Profit After Tax: ₹253.94 Crores
  • Details of foreign investments: Silvercity Brands AG (₹28.71 Crores) and Haute-rive Watches (₹1.90 Crores)

Director Profile

Mr. Munish Gupta is a qualified Chartered Accountant (ICAI) with an Executive MBA from IIM Ahmedabad and a Diploma in IFRS from ACCA. He has over 20 years of experience across construction, hospitality, IT/travel, startup, and FMCG sectors. He currently holds 153 shares in the company and one directorship in another company (excluding foreign and section 8 companies).