Ethos Ltd

AGM Details

• 19th AGM scheduled for Tue, 15 Sep 2026 at 11:00 IST via VC/OAVM.
• Annual Report and Notice for FY2025-26 accessible online.
• Web-link and path provided to access Annual Report.
• Shareholders urged to update email addresses for future communications.

Overview

• Standalone BRSR for FY2025-26; boundary is Ethos Limited (standalone).
• Core business: luxury watch retail; 100% turnover from watches and accessories.
• Pan-India footprint: 121 locations, 30 cities; 2 international locations; exports Nil.
• No third-party assurance on the BRSR indicators.

Key ESG Risks & Opportunities

• Customer satisfaction is a material opportunity; loyalty programs and omnichannel growth expected to boost revenues.
• Empowering workforce via training and reviews improves retention and productivity.
• Health and safety risk managed with robust programs; LTIFR nil; no fatalities.
• Environment/CSR focus through Million Tree Project and agroforestry CSR supporting livelihoods.
• Data privacy and cybersecurity: no breaches; strong policies and regular audits.
• Governance/compliance: digital compliance tool with zero-tolerance; board oversight on BR.

Governance & Policy Highlights

• Directors and senior leadership continuously monitor ESG duties; BR/sustainability referenced in annual reports.
• Anti-Corruption and Anti-Bribery policy in place with online access.
• Whistleblower mechanism and POSH committee ensure confidential reporting.
• Related Party Transactions reviewed quarterly; arm’s-length policy on website.
• No external assurance; no BR-related penalties reported.

Social Responsibility & Workforce

• Total workforce 1,109; 1,069 permanent, 40 others; 0 workers; female share 20.65%.
• Board has 1 female of 8 directors; 12.5% female representation.
• Employee benefits: 100% health/accident insurance; PF 99.91%; gratuity 100%; ESI 3.65%.
• Training coverage: 100% for directors/KMPs and employees; full program uptake.
• Remuneration: Board median 288.64 Lakh; female 7.10 Lakh; male 6.70 Lakh; female share 27.6%.
• 453 customer complaints; 18 pending; 2 shareholder complaints in BR processes.
• Stores/offices accessible to differently abled; POSH and whistleblower mechanisms in place.
• Million Tree Project: 167 beneficiaries; 4,437 trained; 100% from vulnerable groups.
• Traditional art CSR: 10,000 engaged; 100% from vulnerable groups.

Environmental Performance

• Energy due to leased premises; no segregated energy data; no standalone intensity metrics.
• Scope 1 emissions: nil; Scope 2 embedded in mall utilities; no quantified data.
• Water from mall premises; no direct measurement of usage or intensity.
• Waste: corrugated boxes reused in warehouses; packaging waste sold to recyclers; no hazardous waste.
• EPR not applicable for retail; centralized waste management by malls.
• Energy initiatives: LED lighting, controlled HVAC, digitization; reduced energy use.
• Zero Liquid Discharge not applicable; ESG risk framework being developed for value chain.

Stakeholder Engagement & Complaints

• Stakeholders engaged: shareholders, investors, customers, government, NGOs, employees, communities, vendors, media, value chain.
• Customer complaints: 453 filed; 18 pending; investor complaints: 2; others: Nil.
• Engagement channels include investor policy pages, helplines, email, website, social media.
• Community grievances channeled through CSR programs and public-facing grievance mechanisms.

Other Notable Metrics

• Related party transactions: purchases 1.71%, sales 1.83%, investments 100%; loans Nil.
• CSR turnover: 161,259.61 Lacs; Net worth: 148,146.81 Lacs.
• Affiliations: Retailers Association of India; national scope.
• Data privacy: privacy policy accessible online; no data breaches reported.
• Intellectual property: Ethos trademark is owned by the company.
• CSR aspirational districts: total spend 164.50 Lakh across districts; 167 beneficiaries; 100% from vulnerable groups.

Financial performance

• Standalone revenue and other income up ~30% to ₹1,653 crore.
• Standalone EBITDA ₹254 crore; PAT ₹94.9 crore.
• Consolidated turnover ₹1,658 crore; EBITDA ₹252.1 crore; PAT ₹96.14 crore.
• ASP observed at ₹2.07 lakh per watch.
• EPS (standalone) ₹36.27; EPS (consolidated) ₹36.21.
• Rights issue raised ₹409.9 crore; balance sheet strengthened.
• Digital channel accounts for 32.7% of billings.

Network expansion

• Boutique network expanded to 94 stores by year-end.
• Total boutiques across India: 103 across 34 cities (as on date).
• 64 exclusive brands; City of Time Gurugram destination launched.
• Messika flagship boutique opened in New Delhi; Rimowa presence expanded.

Brand, product and digital mix

• 64 exclusive brands deepen premiumisation; exclusive partnerships expanded.
• Digital marketing amplified; online lead sales growing; Ethos App launched.
• City of Time Gurugram anchors omnichannel luxury experience.

Capital allocation and dividends

• Board did not declare any dividend for FY2025-26.
• Rights issue proceeds allocated to working capital, store expansion, and ERP upgrade.

Expansion and operations

• Opened 21 new stores in FY26; total 94 boutiques across 30 cities.
• Entered eight new Indian cities; expanded premium/lifestyle footprint.

Governance and leadership

• Nine Board meetings conducted in FY26.
• Key changes: Dilpreet Singh resigned as Independent Director; Munish Gupta appointed CFO.
• Shubham Kandhway resigned as Company Secretary; Priya Grover appointed CS.

Corporate social responsibility and sustainability

• CSR expenditure ₹2.20 crore; multiple initiatives under Million Tree Project and Sankalp Taru.
• 54,545 saplings planted; 4,437 people trained; 10,000 artisans engaged.

Risk and outlook

• India growth remains robust; premiumisation supported by India-EFTA duties reduction.
• Pre-owned market growth and omnichannel strategies to strengthen resilience.

AGM Details

• Date and time: 15 September 2026, 11:00 AM IST.
• Mode: VC/OAVM; no physical venue.
• E-voting cut-off: 8 September 2026.
• Remote e-voting: 12–14 September 2026, 9:00 AM–5:00 PM IST.
• Notice available on company website and stock exchange portals.

Resolutions Put to Vote

• Adopt Audited Standalone and Consolidated Financial Statements for FY ended 31 March 2026.
• Re-appoint Yashovardhan Saboo as Director (Chairman & WTD) by rotation.

Voting Status

• Voting results not disclosed in the notice.

Dividend

• No dividend proposed or declared in this AGM notice.

Director Changes

• Re-appointment of Yashovardhan Saboo as Director (Chairman & WTD) effective 1 April 2026.

Auditors

• No auditor or related appointment changes mentioned in the notice.

Material Related Party Transactions

• No material RPTs disclosed in the notice.

Other Approvals

• No other material approvals disclosed.

AGM details

• 19th AGM for FY 2025-26 on Sept 15, 2026 at 11:00 IST via VC/OAVM.
• Notice and Annual Report for FY 2025-26 to be dispatched to members in due course.
• AGM documents will be available on Ethos website for reference.
• Meeting to be conducted in compliance with Companies Act 2013 and SEBI LODR.

Meeting Details

• Board meeting scheduled for August 3, 2026; time/venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated financial results for quarter ended June 30, 2026.

Other Notes

• No other material governance or financial items disclosed.

Appointment details

• Appointment: Ms. Priya Grover appointed as Company Secretary and Compliance Officer (KMP).
• Effective from July 09, 2026; whole-time appointment.
• Profile: ICSI Associate; 18+ years in governance, secretarial, regulatory compliance.
• Experience includes roles with LT Foods Limited and Jubilant FoodWorks Limited.
• Education: LL.B and B.Com (Honours).
• Disclosures: No relationships with directors.
• Designation: KMP status conferred; authority on governance matters.

Reg 74(5) compliance

• Details of dematerialized/rematerialized securities furnished to stock exchanges.