Ethos Limited Issues Postal Ballot Notice for Chairman's Re-appointment
Ethos Limited has issued a postal ballot notice seeking shareholder approval for Mr. Yashovardhan Saboo's re-appointment as Chairman and Whole-Time Director for three years from April 1, 2026 to March 31, 2029. The e-voting period runs from February 26, 2026 to March 27, 2026, with proposed remuneration ranging from ₹3.08 crores to ₹3.73 crores over the tenure. The resolution requires special approval due to age considerations and dual remuneration structure with holding company KDDL Limited.
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Ethos Limited has issued a postal ballot notice seeking shareholder approval for the re-appointment of its Chairman and Whole-Time Director. The luxury watch retailer is conducting the voting process entirely through electronic mode in accordance with regulatory requirements.
Re-appointment Details
The company seeks approval for the re-appointment of Mr. Yashovardhan Saboo (DIN – 00012158) as Chairman and Whole-Time Director for a three-year term commencing April 1, 2026 to March 31, 2029. The resolution requires special resolution approval due to specific regulatory requirements.
| Parameter: | Details |
|---|---|
| Current Term End: | March 31, 2026 |
| Proposed Term: | April 1, 2026 to March 31, 2029 |
| Duration: | 3 years |
| Resolution Type: | Special Resolution |
E-voting Schedule
The electronic voting facility will be available to shareholders during a specified period, with KFin Technologies Limited serving as the Registrar and Transfer Agent providing the e-voting platform.
| Voting Parameter: | Timeline |
|---|---|
| Voting Starts: | Thursday, February 26, 2026, at 9.00 A.M. IST |
| Voting Ends: | Friday, March 27, 2026, at 5.00 P.M. IST |
| Cut-off Date: | Friday, February 20, 2026 |
| Result Declaration: | On or before March 29, 2026 |
Proposed Remuneration Structure
The Board of Directors, based on recommendations from the Nomination and Remuneration Committee and Audit Committee, has approved the remuneration structure for Mr. Saboo's re-appointment at Ethos Limited.
| Financial Year: | Fixed Salary (₹ Crores) | Variable Pay (₹ Crores) | Total Remuneration (₹ Crores) |
|---|---|---|---|
| 2026-27: | 2.56 | 0.52 | 3.08 |
| 2027-28: | 2.82 | 0.57 | 3.39 |
| 2028-29: | 3.10 | 0.63 | 3.73 |
The variable pay component will not exceed 20% of the fixed salary and will be determined annually based on key responsibility areas and financial and non-financial performance parameters.
Regulatory Requirements
The re-appointment requires special resolution approval for two primary reasons. First, Mr. Yashovardhan Saboo will attain the age of 70 years during the proposed tenure, necessitating approval under Section 196(3) of the Companies Act, 2013. Second, he draws remuneration from both Ethos Limited and its holding company KDDL Limited, requiring compliance with Schedule V provisions.
Company Performance Context
The explanatory statement provides the company's financial performance as context for the remuneration proposal:
| Financial Metric: | March 31, 2025 (Standalone) ₹ Crores | March 31, 2025 (Consolidated) ₹ Crores |
|---|---|---|
| Total Income: | 1,276.51 | 1,275.93 |
| Total Expenditure: | 1,144.96 | 1,145.00 |
| EBITDA: | 213.87 | 214.37 |
| Profit After Tax: | 98.25 | 96.29 |
Leadership Background
Mr. Yashovardhan Saboo holds an MBA from the Indian Institute of Management, Ahmedabad, and has over 38 years of experience in manufacturing and retail industries. He founded KDDL Limited in 1983 and established Ethos Limited in 2003. His current term as Chairman and Managing Director at Ethos Limited concludes on March 31, 2026.
The Board has evaluated the combined role of Chairman and Whole-Time Director and believes it enables effective strategic oversight and execution, considering the company's organizational structure, long-term brand partnerships, and global luxury relationships. CS Jaspreet Singh Dhawan has been appointed as the Scrutinizer for conducting the postal ballot process.
Historical Stock Returns for Ethos
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.75% | -0.79% | -1.62% | -4.25% | -0.62% | +214.07% |
