Directors Report of Ethos Ltd.

Mar 31, 2025

Your directors have pleasure in submitting the 18^th (Eighteenth) Annual Report of the Company together with the Audited Financial Statements of Accounts for the financial year ended on March 31,2025.

1. Financial Results

The Company''s financial performance for the year under review, along with previous year''s figures are given hereunder: -

(H in crores)
	Standalone		Consolidated
Particulars	March 31,	March 31,	March 31,	March 31,
	2025	2024	2025	2024
Revenue from operations and other income	1,276.5	1,020.1	1,275.9	1,022.6
Total expenditure	-1,062.7	-847.5	-1,061.6	-847.3
Earnings before finance cost, tax, depreciation, and amortization (EBITDA)	213.9	172.6	214.4	175.3
Finance costs	-19.4	-16.0	-19.4	-16.0
Depreciation	-62.9	-48.1	-63.0	-48.7
Profit before share of joint venture and tax	131.6	108.6	131.9	110.6
Share of Profit of joint venture (net of income tax)	0.0	0.0	-1.9	0.7
Profit before tax	131.6	108.6	130.1	111.3
Tax expenses	-33.3	-27.3	-33.8	-28.0
Profit for the year	98.2	81.3	96.3	83.3
Other comprehensive income/(loss)	-0.1	-0.1	1.9	-0.4
Total comprehensive income for the year	98.1	81.2	98.2	82.9

2. Results of operations and the state of Company''s affairs

The financial year 2024-25 has been very successful for Ethos Limited, with substantial growth in both revenue and profitability. This achievement can be attributed to its focussed marketing efforts, innovative digital initiatives, supported by robustly growing economy and consumer sentiments. Through the year, Ethos Limited opened 14 new stores, while simultaneously closing /merging 3 stores. As a result, Ethos Limited''s total store count increased from 62 to 73. Furthermore, it expanded its presence into 3 cities (Dehradun, Kochi, and Mangaluru) increasing its reach to a total of 26 cities, compared to 23 cities in the previous year.

Ona standalone basis, Ethos Limited''s revenue from operations and other income for FY 2024-25 exhibited an impressive growth rate of 25.14%, amounting to H 1,276.51 Cr. Similarly, on a consolidated basis, it achieved a growth rate of 24.77%, reaching H 1,275.93 Cr. In terms of net profit after tax (PAT), Ethos Limited''s standalone performance for FY 2024-25 was remarkable, with H 98.25 Cr.

On a consolidated basis, its net profit after tax (PAT) for FY 202425 amounted to H 96.29 Cr, a significant rise from H 83.29 Cr in the previous year. Ethos Limited has successfully harnessed its digital capabilities to cater to consumer demand, recognising the growing importance of online lead sales. With the outreach of the digital channel accounting for 37.2% of its billings, Ethos leverage the fact that a significant number of customers prefer to research and enquire about luxury watches using digital platforms. Moving forward, it will continue to innovate and allocate resources to digital

marketing, combined with superb in store experience ensuring sustained engagement with its customer base. Overall, Ethos''s remarkable performance in FY 2024-25, driven by its strategic initiatives, positions it well for sustained growth and success.

3. Dividend

In order to conserve profits of the current year for the several growth initiatives that the Company is pursuing, the Board of Directors do not propose dividend for current financial year. Pursuant to the requirements of SEBI Listing Regulations, Dividend Policy of the Company has been uploaded on the website of the Company and can be accessed at https://www.et.hoswat.ches.com/invest.ors-information/download/policies/Dividend Policy.pdf

4. Transfer to General Reserve

As permitted under the provisions of the Companies Act, 2013, (the Act) the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for the Financial Year 2024-25 in the Statement of Profit and Loss.

5. Share Capital

During the year under review, there was no change in the authorised and paid-up share capital of the Company.

The authorized share capital of the Company is H 61,40,00,120 (Rupees Sixty-One Crores Forty Lakhs One Hundred and Twenty only) divided into 3,07,00,000 Equity shares of H 10 each,

5,76,924, 14% cumulative compulsory convertible preference shares of H130 each, 12,00,000, 12% cumulative redeemable preference shares of H110 each, 10,00,000, 12% non-cumulative redeemable preference shares of H100 each.

The Paid-up equity share capital of the Company as on March 31, 2025 is H 24,48,04,430 (Rupees Twenty-Four Crores Forty-Eight Lakhs Four Thousand Four Hundred and Thirty only) divided into 2,44,80,443 equity shares of H 10 each.

6. Material changes and commitment, if any, affecting the financial position of the Company between the end of the Financial Year and Date of Report

The Company completed fund raising by way of Rights Issue for 22,77,250 equity shares having face value of H 10 each at a securities premium of H 1,790 per share for an aggregate amount not exceeding 409,90,50,000 (Rupees Four Hundred and Nine Crores Ninety Lakhs Fifty Thousand only)

The Company has incorporated a Wholly Owned Subsidiary in Dubai under the name Ficus Trading LLC in April 2025. The Company has invested H 69,87,000 towards the subscription of 300 equity shares of AED 1,000 each in the said subsidiary.

Further, Ethos Lifestyle Private Limited (formerly RF Brands Private Limited) ceased to be a wholly owned subsidiary of the Company effective July 16, 2025, pursuant to preferential issue of shares. It continues to be the subsidiary of the Company.

There are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

7. Details of significant and material orders passed by the regulators, courts and tribunals

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future

8. Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

9. Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013

The Company has neither advanced any loans nor given guarantees in terms of provisions of Section 186 of the Companies Act, 2013 during the year under review.

The Company had invested an amount of H 5,00,00,000 (Rupees Five Crores Only) in the paid up share capital of Ethos Lifestyle

Private Limited (formerly RF Brands Private Limited), Wholly Owned Subsidiary¹ of the Company by subscribing to 50,00,000 equity shares of H 10 each through Rights Issue.

The Company had invested an amount of H 9,51,65,985 (Rupees Nine Crores Fifty One Lakhs Sixty Five Thousand Nine Hundred and Eighty Five Only) in the paid up share capital of Silvercity Brands AG, associate body corporate of the Company by subscribing to 3,46,000 equity shares of Silvercity Brands AG.

10. Internal Financial Controls (IFC) and their adequacy

The Company maintains adequate internal control systems, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company''s policies, safeguard of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures in all areas of its operations. The services of internal and external auditors are sought from time to time as well as in-house expertise and resources. The Company believes that it has sound internal control systems commensurate with the nature and size of its business. The Company continuously upgrades these systems in line with best-in-class practices.

These reports and deviations are regularly discussed with the Management and actions are taken, whenever necessary. The Audit Committee of the Board periodically reviews the adequacy of the internal control systems.

11. Board Meetings

During the financial year under review, seven Board meetings were held. The details of dates of the above meetings including the attendance of the Directors are given in the Corporate Governance Report which forms part of this Annual Report.

12. Audit Committee and other Board Committees

The various Committees of the Board focus on certain specific areas as per their terms of reference and scope. As such, these Committees take informed decisions in line with the delegated authority. Following statutory Committees are constituted by the Board according to their respective roles and defined scope:

a) Audit Committee,

b) Nomination and Remuneration Committee,

c) Stakeholders Relationship Committee,

d) Corporate Social Responsibility Committee,

e) Risk Management Committee, and

Details of the composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance annexed as Annexure-1.

The Company has adopted Code of Conduct for its Directors and senior management personnel and the same can be accessed

using the following https://www.ethoswntches.com/investors-informntion/downlond/policies/CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT.pdf

All Directors and senior management personnel have affirmed compliance with the Code of Conduct and Ethics for Directors and Senior Management.

13. Risk Management

Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Company has constituted a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Policy on Risk Management as approved by the Board is available on the Company''s website and can be accessed at https://www.ethoswatches.com/investors-information/ download/policies/RISK MANAGEMENT POLICY.pdf

14. Related Party Transactions

During the year under review, related party transactions entered into by the Company with related parties as defined under the Act

and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were reviewed / approved by the Audit Committee and were entered into in the ordinary course of business and on an arm''s length basis. There were no materially significant transactions entered into with the related parties that may have potential conflict with the interests of the Company at large.

Further, all the Related Party Transactions (âRPTs'') are placed before the Audit Committee for the review and approval and prior Omnibus Approval was obtained for Related Party Transaction (âRPT'') which were repetitive in nature. Thus, disclosure in Form AOC-2 is not required.

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company.

Accordingly, Form No. AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are ânot at arm''s length basisâ and also which are âmaterial and at arm''s length basisâ, is not provided as an annexure to this Report

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at https://www.ethoswatches.com/investors-information/ download/policies/POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS.pdf

The Consolidated Financial Statements of the Company are prepared in accordance with the Companies Act, 2013 read with rules made thereunder and applicable IND AS along with the relevant documents and Auditors'' Report thereon forms part of this Annual Report.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013 read with rules made thereunder, the Annual Report of the Company containing therein the audited standalone and consolidated financial statement and the audited financial statements of subsidiary body corporate and joint venture Company have been placed on the website of the Company. The audited financial statements in respect of subsidiary body corporate and joint venture Company shall also be kept open for inspection at the Registered Office/Corporate Office of the Company during working hours for a period of 21 days before the date of ensuing AGM. The aforesaid documents are also available to the members who are interested in obtaining the same upon a request made to the Company.

A separate statement containing salient features of the financial statements of the Company''s subsidiary/associate in prescribed format in Form AOC - 1 is annexed as Annexure-2 to this report.

The Policy on Determining Material Subsidiaries as approved by the Board is available on the Company''s website and can be accessed at https://www.ethoswatches.com/investors-information/download/policies/POLICY ON DETERMINING MATERIAL SUBSIDIARIES.pdf

16. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-3 and is forming part of this report.

(H in Cr)
Deposits existing as on April 1,2024	6.27
Deposits accepted during the year (from April 1,2024 to March 31, 2025)	NIL
Deposits renewed during the year (from April 1,2024 to March 31,2025)	NIL
Deposits paid/pre-matured during the year (from April 1, 2024 to March 31, 2025)	4.49
Deposits outstanding at the end of year i.e. at March 31, 2025²	1.78
Deposits that have matured but not claimed as at the end of the year i.e. at March 31, 2025	NIL
Deposits that have matured and claimed but not paid as at the end of the year i.e. at March 31, 2025	NIL
Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved	No
The details of deposits which are not in compliance with the requirements of Chapter	Nil

15. Details of Subsidiaries, Joint Ventures and Associate Companies As on 31^st March 2025, the Company had the following subsidiaries/Associate:
Sl. No.	Name of the Subsidiary/ Associate/Joint Venture Relationship
1	Cognition Digital LLP Wholly-Owned Subsidiary
2	Ethos Lifestyle Private Limited Wholly-Owned Subsidiary
3	Pasadena Retail Private Limited Joint Venture
4	Silvercity Brands AG Associate

Cognition Digital LLP (âCognition'') - Cognition is a wholly owned subsidiary body corporate of the Company and is engaged in the business of developing and implementing information technologies (IT) and conduct IT based businesses including retail and distribution of consumer and other goods. During the year under review, it has reported revenue from operations amounting to H 5.10 Cr and its net profit stood at H 0.89 Cr.

Ethos Lifestyle Private Limited previously known as RF Brands Private Limited (âEthos Lifestyle'') - Ethos Lifestyle is a wholly owned subsidiary company and is engaged in the business of luxury lifestyle products, other than watches. During the year under review, it has reported revenue from operations amounting to Nil and its net loss stood at H 0.11 Cr.

Pasadena Retail Private Limited (âPasadena'') - Pasadena is a joint venture of the Company and is engaged in the business of retail of watches. During the year under review, it has reported revenue

from operations amounting to H 13.10 Cr. and its net profit stood at H 0.14 Cr.

Silvercity Brands AG (âSilvercity'') - Silvercity is an associate body corporate of the Company and is engaged in the business of acquisition and sale, holding and management of Intellectual property rights and license rights, especially in the watch industry and related areas; buying and selling, marketing and development of watches, related products and others luxury goods; it also provides services in these areas. During the year under review, it has reported revenue from operations amounting to H 12.28 Cr. and its net loss stood at H 3.96 Cr.

In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of the Independent Director of the Company on the Board of material subsidiaries was not applicable.

During the year under review, the Board has reviewed the affairs of associate, subsidiary body corporate and joint venture company.

18. Corporate Social Responsibility (CSR)

The Company is committed to discharge its social responsibility as a good corporate citizen. In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility Committee (âCSR Committeeâ). The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, which forms part of this Annual Report. The Annual Report on CSR activities required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure-4 forming part of this report.

The aforesaid CSR Policy has also been uploaded on the Company''s website and may be accessed at https://www. ethoswatches.com/investors-information/download/policies/ Ethos Limited CSR Policy.pdf.

19. Vigil Mechanism/Whistle Blower

The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

During the year under review, the status of the concerns or complaints reported stands as follows.
No. of concerns or complaints outstanding as at April 1, 2024	: Nil
No. of concerns or complaints received during the year	: Nil
No. of concerns or complaints resolved during the year	: Nil
No. of concerns or complaints outstanding as at March 31, 2025	: Nil

20. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has implemented a âPolicy on Prevention of Sexual Harassment at Workplace'' in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all employees, consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of the Company and its subsidiaries and/or its affiliated or group companies are also covered by the said policy. Adequate workshops and awareness programmes against sexual harassment are conducted across the organisation. The Company has set up an Internal Complaints Committee for the aforesaid purpose and during the year, there was no complaint received by the Company.

The Policy on Prevention of Sexual Harassment as approved by the Board is available on the Company''s website and can be accessed at https://www.ethoswatches.com/investors-information/download/policies/Policy-on-Prevention-of-Sexual-Harrasment-at-Workplace.pdf.

21. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the website of the Company at https://www.et.hoswat.ches.com/ investors-information/financial.

22. Secretarial Standards

The Directors confirm that they have fully complied with the applicable Secretarial Standards i.e. SS 1 (Meetings of the Board of Directors) and SS 2 (General Meetings)âissued by the Institute of Company Secretaries of India.

23. Details in Respect of Frauds Reported by Auditors Under Sub-Section (12) of Section 143 other than those which are Reportable to the Central Government

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force) other than those which are reportable to the Central Government.

24. Management Discussion and Analysis Report

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis as per Annexure-5, which includes details review of operations, performance and future outlook of the Company, is annexed hereto and forming part of this report.

25. Corporate Governance

The Corporate Governance Report of the Company for the year under review, is attached as Annexure-1 forming an integral part of this report.

Certificate from CS Jaspreet Singh Dhawan, a Practicing Company Secretary regarding the compliance with the conditions of the Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulationsâ), is annexed to the Corporate Governance Report and forms an integral part of this Report.

26. Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility and Sustainability Report of the Company is attached as Annexure-6 forming part of this report.

27. Directors and Key Managerial Personnel

(a) Directors:-

As on March 31, 2025, the Board of Directors of the Company comprises 10 Directors, consisting of a balanced mix of Executive and Non-Executive members. This includes 4 Executive Directors, 1 Non-Executive Non-Independent Director, and 5 Independent Directors, including 1 Woman Independent Director.

During the year under review, following changes took place in the composition of the Board of Directors of the Company -

Mr. Yogen Khosla (DIN - 00203165), resigned as an Independent Director of the Company with effect from March 6, 2025.

Mr. Manoj Subramanian (DIN - 10458966), resigned as Executive Director of the Company with effect from March 31, 2025.

Mr. Mukul Krishan Khanna (DIN - 1 0939041 ) who was appointed as an Additional Director of the Company at the Board meeting held on February 14, 2025, was further appointed as Whole Time Director with functional designation of an Executive Director of the Company for a term of 3 (three) years with effect from April 1, 2025, along with the payment of remuneration, by way of a Special Resolution passed by the members of the Company through Postal Ballot on May 2, 2025

In accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mukul Krishan Khanna retires by rotation at the ensuing Annual General Meeting and has offered himself for reappointment. Members'' attention is drawn

to Item No. 2 of the Notice for the re-appointment of Mukul Krishan Khanna as a Director of the Company,

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not debarred from holding the office of director by virtue of any SEBI Order or any other such authority. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The list of key skills, expertise and core competencies of the Board of Directors is provided in the Report on Corporate Governance forming part of this report. Detail, such as brief resume, nature of expertise in specific functional areas, names of companies in which the above-named director hold directorships, committee memberships / chairpersonships, shareholding in your Company, etc. are furnished in the Notice of the 18^th (Eighteenth) Annual General Meeting (AGM).

In the opinion of the Board, all the directors, as well as the director proposed to be appointed / re-appointed, possess the requisite qualifications, experience and expertise and hold high standards of integrity. None of the Directors of the Company are related to each other within the meaning of the term ârelativeâ as defined under Section 2(77) of the Companies Act, 2013, except Mr. Yashovardhan Saboo and Mr. Pranav Shankar Saboo, who are father and son.

None of the Director has received any remuneration or commission from any of the Company''s subsidiaries or joint ventures. During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company except for the sitting fees, received by them for attending Board and Committee meetings, held from time to time.

(b) Key Managerial Personnel :-

During the year under review, following changes took place in the Key Managerial Personnel of the Company -

Mr. Anil Kumar, Company Secretary and Compliance Officer of the Company had tendered his resignation vide an email dated December 16, 2024. He was relieved from his duties with effect from January 31,2025.

Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board

approved the appointment of Mr. Shubham Kandhway as the Company Secretary and Compliance Officer of the Company with effect from February 14, 2025.

The Policy on Remuneration, Insider Trading, Familiarization Programme For Independent Directors and Diversity of Board of Directors as approved by the Board is available on the Company''s website and can be accessed at https://www.ethoswatches.com/ investors-information/corporate.

28. Director''s Responsibility Statement

In accordance with the provisions of Section 134 (3)(c) and 134(5) of the Companies Act, 2013, the Board, to the best of its ability confirms that:â

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Performance evaluation of the Board

In order to ensure that the Board and Board Committees are functioning effectively and to comply with the statutory requirements, the annual performance evaluation of the Board, Board Committees and Individual directors was conducted during the year. The evaluation was carried out based on the criterion and framework approved by the Nomination and Remuneration Committee (âNRC''). A detailed disclosure on the parameters and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance.

At a separate meeting of Independent Directors, the performances of Non-Independent Directors, the Board as a whole and the Chairman were evaluated, considering the views of Executive Directors and Non-Executive Directors.

30. Independent Directors

A separate meeting of the Independent Directors was convened, which reviewed the performance of the Board (as a whole), the Non- Independent Directors and the Chairman. The Independent Directors inter alia discuss the issues arising out of Committee meetings and Board discussion including the quality, quantity and timely flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

31. Policy on Director''s appointment and remuneration

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report which forms part of this Annual Report. The Remuneration Policy and Nomination and Remuneration Policy as approved by the Board is available on the Company''s website and can be accessed at https://www.ethoswatches.com/investors-information/download/policies/NRC policy without track change mode.pdf.

The details of remuneration to Non-Executive Director, is given in Corporate Governance Report forming part of this Annual Report.

32. Particulars of employees

The information pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act,

2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-7 which forms part of this Report.

In terms of the provisions Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the said rules are provided in this Annual Report.

In terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection by the Members at the Head Office of the Company during business hours on working days. Members interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. Such details are also available on the Company''s website at https://www. ethoswatches.com/investors-information.

33. Employee Stock Option Plan

There is no employee stock option plan subsisting or continuing as on date.

34. Auditors and Auditor''s report

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s. Walker Chandiok & Co. LLP, Chartered Accountants (ICAI Firm registration no. 001076N/N500013) have been appointed as Auditors for a term of five years, from the conclusion of the 17^th Annual General Meeting till the conclusion of the 22^nd Annual General Meeting.

The Board has examined the Auditors'' Report to the accounts and clarifications, wherever necessary, have been included in the notes to the accounts. Further, the Auditors Report does not contain any qualifications, adverse or disclaimer remarks. No fraud has been reported by the Auditors to the Audit Committee or the Board.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vishal Arora, Practicing Company Secretary (FCS no. 4566 and CP no. 3645), to undertake the Secretarial Audit of the Company for Financial Year 2024-25. The Report of the Secretarial Audit is annexed herewith as Annexure-8.

The Secretarial Audit Report does not contain any qualifications, reservations, adverse or disclaimer remarks.

c. Cost Audit

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Act.

35. Appointment of Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on August 14, 2025 have approved the appointment of Mr. Vishal Arora, Practicing Company Secretary (FCS no. 4566 and CP no. 3645), a Peer reviewed registration No. 1219/2021, as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from Financial Year 2025-26 till Financial Year 2029-2030 subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

A brief profile and other relevant details of Mr. Vishal Arora, Practicing Company Secretary are provided in the Notice convening the ensuing AGM.

Mr. Vishal Arora, Practicing Company Secretary has consented to act as the Secretarial Auditor of the Company and confirmed that the appointment, if approved, would be within the limits

prescribed under the Companies Act, 2013 and SEBI LODR. He has further confirmed that they are not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI LODR.

36. Receipt of any commission/remuneration by Managing Director of Company from its Holding or Subsidiary Company

KDDL Limited is the listed Holding Company of the Company. Mr. Yashovardhan Saboo is the Chairman and Managing Director of KDDL Limited as well as your Company. He receives managerial remuneration in KDDL Limited as well as your Company in compliance with the provisions of section 196, 197, 198 read with rules and schedules made thereunder of the Companies Act, 2013. Further, no subsidiary Company of the Company has paid any commission/remuneration to the Directors of the Company for the financial year 2024-25.

37. Green Initiatives

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs, Government of India (MCA) and Securities & Exchange Board of India, the Company is dispatching the Notice of the 18^th(Eighteenth) AGM and the Annual Report of the Company for the year 2024-25, only be email to the shareholders whose email ids are either registered with the Depository Participants (âDPs''), Registrar and Transfer Agents (âRTA'') or the Company.

The Company supports the âGreen Initiative'' undertaken by MCA, enabling electronic delivery of documents including Annual Report etc. to shareholders at their e-mail address already

registered either with the DPs, RTA or the Company. Additionally, the Company conducts various meetings by means of electronic mode in order to ensure the reduction of its carbon footprint.

In view of the above, shareholders who have not yet registered their email addresses, are once again requested to register the same with their DPs/ RTA/ Company for receiving all communications, including Annual Report, Notices, Circulars etc. from the Company electronically.

38. Acknowledgements

Your directors would like to place on record their sincere thanks and appreciation for the sustained support and co-operation extended by its members, bankers, business associates, consultants, and various Government Authorities during the year under review. Your directors would also like to place on record its sincere appreciation for the efforts put in by the employees whose efforts, hard work and dedication has enabled the Company to achieve all recognitions during the year.

Mar 31, 2024

Your directors have pleasure in submitting the 17^th (Seventeenth) Annual Report of the Company together with the Audited Financial Statements of Accounts for the financial year ended on March 31,2024.

1. Financial Results

The Company''s financial performance for the year under review, along with previous year''s figures are given hereunder: -

(H in lakhs)
	Standalone		Consolidated
Particulars	March 31,	March 31,	March 31,	March 31,
	2024	2023	2024	2023
Revenue from operations and other income	1,02,009.36	80,373.04	1,02,260.89	80,309.41
Total expenditure	(84,748.35)	(67,530.20)	(84,727.73)	(67,412.29)
Earnings before finance cost, tax, depreciation, and amortization (EBITDA)	17,261.01	12,842.84	17,533.16	12,897.12
Finance costs	(1,596.55)	(1,413.67)	(1,601.80)	(1,416.06)
Depreciation	(4,806.51)	(3,452.57)	(4,867.46)	(3,463.09)
Profit before share of joint venture and tax	10,857.95	7,976.60	11,063.90	8,017.97
Share of Profit of joint venture (net of income tax)			67.31	49.68
Profit before tax	10,857.95	7,976.60	11,131.21	8,067.65
Tax expenses	(2,728.74)	(1,997.00)	(2,801.75)	(2,037.83)
Profit for the year	8,129.21	5,979.60	8,329.46	6,029.82
Other comprehensive income/(loss)	(10.08)	(16.91)	(42.05)	(17.62)
Total comprehensive income for the year	8,119.13	5,962.69	8,287.41	6,012.20

2. Review of Business Operations and Future prospects

The financial year 2023-24 has proven to be very successful for Ethos Limited, witnessing substantial growth in both revenue and profitability. This achievement can be attributed to its focussed marketing efforts, innovative digital initiatives, and a robustly growing economy and consumer sentiments. Through the year, Ethos Limited opened 10 (ten) new stores, while simultaneously closing two underperforming stores. As a result, Ethos Limited''s total store count increased from 54 to 63. Furthermore, it expanded its presence into 3 cities (Bhubaneswar, Raipur and Mohali) increasing its reach to a total of 24 cities, compared to 20 cities in the previous year.

On a standalone basis, Ethos Limited''s revenue from operations and other income for FY 2023-24 exhibited an impressive growth rate of 26.92%, amounting to H 1,02,009.36 Lacs. Similarly, on a consolidated basis, it achieved a growth rate of 27.33%, reaching H 1,02,260.89 Lacs. In terms of net profit after tax (PAT), Ethos Limited''s standalone performance for FY 2023-24 was remarkable, with H 8,129.21 Lacs compared to the previous year''s net profit of H 5,979.60 Lacs.

On a consolidated basis, its net profit after tax (PAT) for FY 202324 amounted to H 8,329.46 Lacs, a significant rise from H 6,029.82 Lacs in the previous year. Ethos Limited has successfully harnessed its digital capabilities to cater to consumer demand, recognising the growing importance of online lead sales. With digital channel accounting for 26.3% of its billings, Ethos Limited acknowledges

that a significant number of customers now prefer to research and decide to buy luxury watches using digital platforms. Moving forward, it will continue to innovate and allocate resources to digital marketing, ensuring sustained engagement with its customer base. Ethos is poised to benefit from this evolving trend as a player predominantly focussed on luxury and premium segments. The luxury and high luxury watch segments also offer better profit margins, contributing to its overall profitability. Overall, Ethos Limited''s remarkable performance in FY 2023-24, driven by its strategic initiatives, positions it well for sustained growth and success.

3. Dividend

4. Share Capital

During the year under review, there was no change in the authorised share capital of the Company.

During the year under review, there was an allotment of 11,31,210 equity shares of H 10 each at a securities premium of H

1,537 per share for an amount of H 175 crores under the Qualified Institutional Placement of the Company pursuant to the approval accorded by the members of Fund Raising Committee at its meeting held on November 3, 2023. The aforesaid equity shares were listed at the stock exchanges on November 6, 2023.

Consequent to the aforesaid change, the Paid-up share capital of the Company as at the date of this report is H 2,448.04 lakhs (Rupees Twenty-four crores forty-eight lacs four thousand only) divided into 2,44,80,443 equity shares of H 10 each.

5. Qualified Institutional Placement and Listing of Shares in Stock Exchanges

During the year under review, the Company completed fund raising through the mode of Qualified Institutional Placement (QIP) for 11,31,210 equity shares having face value of H 10 each at a securities premium of H 1,537 per share for an amount of H 175 crores. Pursuant to the aforesaid QIP, the equity shares of the Company were listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from November 6, 2023.

6. Directors and Key Managerial Personnel (a) Directors:-

During the year under review, following changes took place in the composition of the Board of Directors of the Company -

Mr. Yashovardhan Saboo (DIN - 00012158) was reappointed as the Chairman and Managing Director (Key Managerial personnel) of the Company, by way of a Special Resolution passed by the members of the Company through postal ballot on May 19, 2023 for a term of 3 (three) years with effect from April 1, 2023 upto March 31, 2026 along with the payment of remuneration.

Mr. Mohaimin Altaf (DIN - 08080751) retired as an Independent Director of the Company with effect from September 29, 2023.

Mr. Patrik Paul Hoffmann (DIN - 09208027) was appointed as Independent Director of the Company, by way of a Special Resolution passed by the members of the Company through postal ballot on March 5, 2023. However, he resigned from the directorship of the Company with effect from November 23, 2023.

Mr. Dilpreet Singh (DIN-03042448) was reappointed as an Independent Director of the Company for a further term of 5 (five) consecutive years by way of a Special Resolution passed by the members of the Company at the 16^th Annual General Meeting of the Company held on September 29, 2023.

Mrs. Munisha Gandhi (DIN - 09684474) was appointed as an Independent (Woman) Director for a term of 5 (five) years, by way of a Special Resolution passed by the members of the Company through postal ballot on December 19, 2023.

Mr. Yogen Khosla (DIN - 00203165), who was appointed as an Additional Director of the Company at the Board

meeting held on January 18, 2024, was further appointed as an Independent Director of the Company for a term of 5 (five) years, by way of a Special Resolution passed by the members of the Company through Postal Ballot on March 21, 2024.

Mr. Manoj Subramanian (DIN - 10458966), who was appointed as an Additional Director of the Company at the Board meeting held on January 18, 2024, was further appointed as Whole Time Director with functional designation of an Executive Director of the Company for a term of 3 (three) years with effect from April 1,2024, along with the payment of remuneration, by way of a Special Resolution passed by the members of the Company through Postal Ballot on March 21,2024.

Mr. Pranav Shankar Saboo (DIN - 03391925), who was appointed as an Additional Director of the Company at the Board meeting held on January 18, 2024, was further appointed as a Managing Director and Chief Executive Officer of the Company for a term of 3 (three) years with effect from April 1, 2024, along with the payment of remuneration, by way of a Special Resolution passed by the members of the Company through Postal Ballot on March 21, 2024.

Mr. Manoj Gupta (DIN - 08700786) retired as an Executive Director of the Company with effect from March 31, 2024.

In accordance with the provisions of Companies Act, 2013, Mr. Chitranjan Agarwal (DIN - 00095715) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment for the approval of the members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Companies Act 2023 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The list of key skills, expertise and core competencies of the Board of Directors, is provided in the Report on Corporate Governance forming part of this report. Detail, such as brief resume, nature of expertise in specific functional areas, names of companies in which the above-named director hold directorships, committee memberships / chairpersonships, shareholding in your Company, etc. are furnished in the Notice of the 17^th (Seventeenth) Annual General Meeting (AGM).

Necessary resolution for re-appointment of the director forms part of the Notice convening the 17^th (Seventeenth) AGM.

The details on Directors'' re-appointments / appointments and remuneration including criteria for determining

9. Business Responsibility and Sustainability Report

10. Management Discussion and Analysis Report

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report as per Annexure - II, which includes detailed review of operations, performance and future outlook of the Company, is annexed hereto and forming part of this report.

11. Corporate Social Responsibility

The Company is committed to discharge its social responsibility as a good corporate citizen. In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility Committee (âCSR Committeeâ). The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR activities required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure - III forming part of this report.

The aforesaid CSR Policy has also been uploaded on the Company''s website and may be accessed at https://www. ethoswatches.com/investors-information/download/policies/ Ethos Limited CSR Policy.pdf.

12. Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013

The Company has neither advanced any loans nor given guarantees in terms of provisions of Section 186 of the Companies Act, 2013 during the year under review.

During the year under review, there was a change in the capital structure of Silvercity Brands AG (the wholly owned subsidiary body corporate). Due to further allotment of shares in Silvercity Brands AG, the shareholding of the Company has reduced to 35% from the erstwhile 100%. Owing to this, Silvercity Brands AG ceased to be the wholly owned subsidiary body corporate of the Company on 10^th March, 2024 and the same is now identified as an associate of the Company.

The Company had incorporated its wholly owned subsidiary company by the name of âRF Brands Private Limited'' on February 2, 2024 with the initial subscription of H 1 Crores (Rupees one crores only) divided into 10,00,000 equity shares of H 10 each. The Company is in the business of distribution of watches and yet to commence its operations.

The Company had invested an amount of H 1 Crores (Rupees one crores only) in the paid up share capital of Pasadena Retail Private

qualifications and positive attributes, forms part of the Notice convening the 17^th (Seventeenth) AGM.

In the opinion of the Board, all the directors, as well as the director proposed to be appointed / re-appointed, possess the requisite qualifications, experience, expertise and hold high standards of integrity. All of the Independent Directors are exempt from the requirement of passing the proficiency test.

(b) Key Managerial Personnel

During the year under review, following changes took place in the Key Managerial Personnel of the Company -

Mr. Ritesh Kumar Agrawal, Chief Financial Officer of the Company had tendered his resignation vide an email dated November 15, 2023. He was relieved from his duties with effect from February 15, 2024.

Based on the recommendation of the Selection Committee, Nomination and Remuneration Committee and Audit Committee, the Board approved the appointment of Mr. Munish Gupta as the Chief Financial Officer of the Company with effect from March 1,2024.

The Policy on Remuneration, Insider Trading, Familiarization Programme For Independent Directors and Diversity of Board of Directors as approved by the Board is available on the Company''s website and can be accessed at https:// www.ethoswatches.com/investors-information/corporate.

7. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

The Policy on Determination of Materiality of Events or Information as approved by the Board is available on the Company''s website and can be accessed at https://www.ethoswatches.com/investors-information/download/policies/Policy-For-Determination-Of-Materiality-Of-Events-Or-Information.pdf

8. Details of significant and material orders passed by the regulators, courts and tribunals

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Limited, Joint Venture Company by subscribing to 10,00,000 equity shares of H 10 each through Rights Issue.

13. Related Party Transactions

During the year under review, related party transactions entered into by the Company with related parties as defined under the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were reviewed / approved by the Audit Committee and were entered into in the ordinary course of business and on an arm''s length basis. There were no materially significant transactions entered into with the related parties that may have potential conflict with the interests of the Company at large.

Further, all the Related Party Transactions (âRPTs'') are placed before the Audit Committee for the review and approval and prior Omnibus Approval was obtained for Related Party Transactions (âRPT'') which were repetitive in nature. Thus, disclosure in Form AOC-2 is not required.

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company.

During the year, the Company amended the Policy on Dealing with Related Parties in view of the amendments issued by SEBI and to simplify the process of transaction approval sought from the Audit Committee. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at https://www.et.hoswat.ches.com/invest.ors-information/download/policies/POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS.pdf.

14. Statutory Auditors and Auditor''s report

M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm registration no. 301003E/E300005) having office at 4^th Floor, Office 405, World Mark-2, Asset No. 8, IGI Airport Hospitality District Aerocity, New Delhi- 110 037 were appointed in terms of provisions of section 139 of the Companies Act, 2013 read with rules made thereunder as Statutory Auditors of the Company in the financial year 2019-20 to hold office from the conclusion of the 12^th (Twelfth) Annual General Meeting till the conclusion of the 17^th (Seventeenth) Annual General Meeting to be held in the financial year 2024-25. In terms of provisions of section 139 of the Companies Act, 2013 read with rules made thereunder, the office of Statutory Auditors automatically stands vacated and hence, the Auditors automatically retire. Accordingly, as per the said requirements of the Act, M/s Walker Chandiok & Co. LLP, Chartered Accountants (ICAI Firm registration no. 001076N/N500013), having its office at 21^st Floor, DLF Square Jacaranda Marg, DLF Phase II, Gurugram - 122 002 Haryana, India, is proposed to be appointed as Statutory Auditors of the

Company, for a period of 5 (five) years, commencing from the conclusion of 17^th (Seventeenth) Annual General meeting till the conclusion of the 22^nd (Twenty Second) Annual General meeting of the Company.

The Company has received consent and eligibility certificate from M/s Walker Chandiok & Co. LLP, Chartered Accountants to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

In view of the same, the Board recommends the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company in the ensuing Annual General Meeting of the Company for a period of 5 (five) years i.e. from the conclusion of 17^th (Seventeenth) Annual General Meeting till the conclusion of the 22^nd (Twenty Second) Annual General Meeting of the Company.

The Board has examined the Auditors'' Report to the accounts and clarifications, wherever necessary, have been included in the notes to the accounts.

Further, the Auditors Report does not contain any qualifications, adverse or disclaimer remarks. No fraud has been reported by the Auditors to the Audit Committee or the Board.

15. Secretarial Audit and Auditor''s report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Mr. Vishal Arora, Practicing Company Secretary (FCS no. 4566 and CP no. 3645), to undertake the Secretarial Audit of the Company.

Secretarial audit of secretarial and related records of the Company was conducted by the aforesaid auditor and a copy of the secretarial audit report is annexed as Annexure - IV and forms an integral part of this report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse or disclaimer remarks.

16. Corporate Governance

The Corporate Governance Report of the Company for the year under review, is attached as Annexure - V forming an integral part of this report.

17. Extract of Annual Return

22. Vigil Mechanism/Whistle Blower

The Company has formulated and implemented âEthos Limited - Vigil Mechanism/Whistle Blower Policy'' to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The same is hosted on the website of the Company at the link https://www.ethoswnt.ches.com/invest.ors-informntion/ downlond/policies/Vigil Mechnnism Whistle Blower Policy.pdf . The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

During the year under review, the status of the concerns or complaints reported stands as follows :-

21. Deposits from shareholders Following details of deposits, covered under Chapter V of the Companies Act, 2013 is given hereunder:- Amount in Rs. lacs
Deposits existing as on April 1,2023	680.94
Deposits accepted during the year (from April 1,2023 to March 31, 2024)	Nil
Deposits renewed during the year (from April 1,2023 to March 31,2024)	Nil
Deposits paid/pre-matured during the year (from April 1, 2023 to March 31, 2024)	53.87
Deposits outstanding at the end of year i.e. at March 31, 2024*	627.07
Deposits that have matured but not claimed as at the end of the year i.e. at March 31,2024	Nil
Deposits that have matured and claimed but not paid as at the end of the year i.e. at March 31, 2024	Nil
Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved	No
The details of deposits which are not in compliance with the requirements of Chapter	Nil
*The above details of deposits exclude deposits from Directors.

No. of concerns or complaints outstanding as at April 1, 2023	: Nil
No. of concerns or complaints received during the year	: Nil
No. of concerns or complaints resolved during the year	: Nil
No. of concerns or complaints outstanding as at March 31, 2024	: Nil

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company at https://www.et.hoswot.ches.com/ investors-information/financial.

18. Meetings of the Board and the Committees

During the financial year under review, 8 (eight) meetings of the Board of Directors were held. The details of dates of the above meetings including the attendance of the Directors are given in the Corporate Governance Report which forms part of this Annual Report.

19. Director''s Responsibility Statement

In accordance with the provisions of Section 134 (3)(c) and 134(5) of the Companies Act, 2013, the Board, to the best of its ability confirms that:â

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Details of Subsidiaries, Joint Ventures and Associate Companies

During the year under review, the particulars of Subsidiary, Joint Ventures and Associate Companies are as under:-

Pasadena Retail Private Limited (âPasadena'') - Pasadena is a joint venture of the Company and is engaged in the business of retail of watches. During the year under review, it has reported revenue from operations amounting to H 1,299.03 lakh and its net profit stood at H 148.17 lakhs.

RF Brands Private Limited (âRF Brands'') - RF Brands is a wholly owned subsidiary company and is engaged in the business of distribution of watches. The Company is yet to start its operations.

In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of the Independent Director of the Company on the Board of material subsidiaries was not applicable to Cognition Digital LLP.

During the year under review, the Board has reviewed the affairs of associate, subsidiary body corporate and joint venture company. The Consolidated Financial Statements of the Company are prepared in accordance with the Companies Act, 2013 read with rules made thereunder and applicable IND AS along with the relevant documents and Auditors'' Report thereon forms part of this Annual Report.

A separate statement containing salient features of the financial statements of the Company''s subsidiary/associate in prescribed format in Form AOC - 1 is annexed as Annexure - VI to this report.

23. Performance evaluation of the Board

24. Policy on Director''s appointment and remuneration

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report which forms part of this Annual Report. The Remuneration Policy and Nomination and Remuneration Policy as approved by the Board is available on the Company''s website and can be accessed at https://www. et.hoswnt.ches.com/invest.ors-informnt.ion/downlond/policies/ NRC policy .pdf.

The details of remuneration to Non-Executive Director, is given in Corporate Governance Report forming part of this Annual Report.

25. Risk Management

The Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Policy on Risk Management as approved by the Board is available on the Company''s website and can be accessed at https://www.ethoswntches.com/investors-informntion/downlond/ policies/RISK MANAGEMENT POLICY.pdf.

26. Internal Financial Controls (IFC) and their adequacy

34. Corporate Insolvency Resolution Process initiated Under the Insolvency and Bankruptcy Code, 2016 (IBC)

There are no proceedings, initiated by any Financial Creditor or Operational Creditor or by the Company, under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the year 2023-24.

35. Green Initiatives

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs, Government of India (MCA) and Securities & Exchange Board of India, the Company is dispatching the Notice of the 17^th(Seventeenth) AGM and the Annual Report of the Company for the year 2023-24, only be email to the shareholders whose email ids are either registered with the Depository Participants (âDPs''), Registrar and Transfer Agents (âRTA'') or the Company.

The Company supports the âGreen Initiative'' undertaken by MCA, enabling electronic delivery of documents including Annual Report etc. to shareholders at their e-mail address already registered either with the DPs, RTA or the Company. Additionally, the Company conducts various meetings by means of electronic mode in order to ensure the reduction of its carbon footprint.

In view of the above, shareholders who have not yet registered their email addresses, are once again requested to register the same

27. Employee Stock Option Plan

There is no employee stock option plan subsisting or continuing as on date.

28. Particulars of employees

The information pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act,

2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - VII which forms part of this Report.

In terms of the provisions Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the said rules are provided in this Annual Report.

In terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office/Corporate Office of the Company during business hours on working days. Members interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. Such details are also available on the Company''s website at https://www.ethoswatches.com/investors-information.

29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

30. Cost Records

Neither maintenance of cost records nor audit of cost records as required under Section 148 of the Act read with relevant rules made thereunder is applicable to the Company.

31. Committees of the Board

The various Committees of the Board focus on certain specific areas as per their terms of reference and scope. As such, these Committees take informed decisions in line with the delegated authority.

Following statutory Committees are constituted by the Board according to their respective roles and defined scope:

a) Audit Committee,

b) Nomination and Remuneration Committee,

c) Stakeholders Relationship Committee,

d) Corporate Social Responsibility Committee,

e) Risk Management Committee, and

f) Fund Raising Committee

Details of the composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

The Company has adopted Code of Conduct for its Directors and senior management personnel and the same can be accessed using the following https://www.et.hoswat.ches.com/invest.ors-information/download/policies/CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT.pdf.

All Directors and senior management personnel have affirmed compliance with the Code of Conduct and Ethics for Directors and Senior Management.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

33. Receipt of any commission/remuneration by Managing Director of Company from its Holding or Subsidiary Company

with their DPs/ RTA/ Company for receiving all communications, including Annual Report, Notices, Circulars etc. from the Company electronically.

36. Acknowledgements

Mar 31, 2023

Your Directors have pleasure in submitting the 16^th (Sixteenth) Annual Report of the Company together with the Audited Financial Statements of Accounts for the financial year ended on March 31, 2023.

1. Financial Results

The Company''s financial performance for the year under review, along with previous year''s figures are given hereunder: -

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	March 31,2023	March 31,2022	March 31,2023	March 31,2022
Revenue from operations and other Income	80,373.04	59,076.24	80,309.41	59,006.20
Total expenditure	(67,530.20)	(51,149.91)	(67,412.29)	(51,037.87)
Earnings before finance cost, tax, depreciation, and amortization (EBITDA)	12,842.84	7,926.33	12,897.12	7,968.33
Finance costs	(1,413.67)	(1,664.56)	(1,416.06)	(1,667.28)
Depreciation	(3,452.57)	(3,141.18)	(3,463.09)	(3,150.86)
Profit before share of joint venture and tax	7,976.60	3,120.59	8,017.97	3,150.19
Share of Profit of joint venture (net of income tax)			49.68	2.40
Profit before tax	7,976.60	3,120.59	8,067.65	3,152.59
Tax expenses	(1,997.00)	(784.29)	(2,037.83)	(813.79)
Profit for the year	5,979.60	2,336.30	6,029.82	2,338.80
Other comprehensive income/(loss)	(16.91)	1.34	(17.62)	1.24
Total comprehensive income for the year	5,962.69	2,337.64	6,012.20	2,340.04

2. Review of Business Operations and Future prospects

The FY 23 has been an excellent year for your Company. Your Company has witnessed a strong growth in revenue as well as profitability.

During the year, the Company has opened 6 (Six) new stores and closed 2 (Two) under-performing stores. The total count of stores increased to 54 (Fifty four) from 50 (Fifty). Your Company has ventured into 3 (Three) new cities (Indore, Bhopal and Siliguri); Your Company is now present in 20 (Twenty) cities compared to 17 (Seventeen) cities previous year.

On standalone basis, the revenue from operations and other income for FY 23 grew by 36.05% to Rs. 80,373.04 lakhs, and on consolidated basis grew by 36.1% to Rs. 80,309.41 lakhs.

On standalone basis, the net profit after tax (PAT) for financial year 2022-23 stood at Rs. 5,979.60 lakhs as compared to Rs. 2,336.30 lakhs in the previous year, thereby recording a strong growth by three folds. Net profit after tax (PAT) on consolidated basis for financial year 2022-23 amounted to Rs. 6029.82 lakhs as compared to Rs. 2,338.80 lakhs in the previous year.

The Company leveraged its digital capabilities to strengthen its response to consumer demand. The Company is cognisant of the fact that digital led sales going forward is going to play a crucial role as many customers have now become comfortable to buy luxury watches online. Many customers start their journey digitally to look for watch and research more about the same. The Company will continue to innovate and spend on marketing through digital mediums to keep the overall engagement high. Ethos, being predominantly a luxury and premium focused player, will continue to benefit from the rise of digital platforms.

Luxury and high luxury watch segments also earn better margins, allowing your Company to have better profitability.

Exclusive Brands: Exclusive brands continue to play a pivotal role in the consumer strategy of the Company. Company''s growth is galvanized by its portfolio of 40 brands, which are exclusively available at Ethos. During FY 23, exclusive brands contributed 27.4% for the toplines and 37.9% to the gross margin of the Company.

Certified Pre-Owned Business: Certified pre-owned watches is a great growth pillar for the watch industry globally. The pre-owned watch sector does not cannibalize the new watch business. On the contrary it adds to the overall industry size by promoting multiple ownership of watches and adding a whole sector of first-time luxury enthusiasts. Globally, it is already 33% of the new watch business and according to industry experts it will become half the size of the new watch industry by 2026.

In India, your Company has the first mover advantage on this fast-growing sector and having the highest market share considering the only ones with a Pan India Presence to source watches. With a âstate of the artâ service centre which the Company recently opened, it restores each watch and provides a 2 years warranty on each watch. Company''s new website https:// www.secondmovement.com already has over 1.3 million visitors. Company has trained 17 (seventeen) watch technicians over the last 12 (twelve) months and are in a position to grow this business steadily.

During FY 23, your Company''s pre-owned business has reported total sales of Rs. 5,041 lakhs against Rs.3,141 lakh in FY 22. The Company grew by 61% in Billing against the previous year. Over

the next two years your Company will expand the footprint along with the website to few major cities in India to continue driving strong growth in the pre-owned business.

Loyalty Program: Company''s loyalty program, Club ECHO, is a customer relationship management initiative, which provides benefits to repeat customers based on their cumulative purchasing over time. The database generated via Club ECHO gives the Company access to important buying trends, which further enables the Company to design appropriate communication strategies, leading to greater satisfaction and commitment. As on March 31, 2023, the Company had over 3,00,000 registered members in Club ECHO.

3. Dividend

In order to conserve profits of the current year for the several growth initiatives that the Company is pursuing, the Board of Directors do not propose dividend for current financial year.

As required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company has formulated Dividend Distribution Policy and the same has been uploaded on the website of the Company and can be accessed at https://www.ethoswatches.com/investors-information

4. Share Capital

During the year under review, there was no change in the authorised share capital of the Company.

During the year under review, there was an allotment of

4.271.070 equity shares of Rs.10 each at a securities premium of Rs. 868 per share under the Initial Public Offering (IPO) of the Company at the IPO Committee meeting held on May 26, 2022.

The paid-up share capital of the Company as on date of this report is Rs. 2,334.92 lakhs (Rupees Twenty three crores thirty four lakh ninety two thousand three hundred and thirty only) divided into 23,349,233 equity shares of Rs. 10 each.

5. Initial Public Offer and Listing of Shares on Stock Exchanges

During the year, the Company completed Initial Public Offering (IPO) of 45,81,500 equity shares comprising a fresh issue of

42.71.070 equity shares and an offer for sale of 3,10,430 equity shares by respective applicants in various categories for the face value of Rs.10 each at securities premium of Rs.868 per share. Pursuant to the IPO, the equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from May 30, 2022.

6. Directors and Key Managerial Personnel

(a) Directors:-

During the year under review, following changes took place in the composition of the Board of Directors of the Company -

Pursuant to the recommendations of Nomination and Remuneration Committee and Audit Committee in

its meetings held on November 3, 2022, the Board of Directors (at its meeting held on November 3, 2022) recommended re-appointment of Mr. Yashovardhan Saboo (DIN - 00012158) as the Chairman and Managing Director of the Company with effect from December 1, 2022 for a term of 1 (one) year, that is, up to November 30, 2023 without remuneration as his earlier term of re-appointment was expiring on November 30, 2022. The said re-appointment was approved by the members by way of an ordinary resolution passed through Postal Ballot dated March 5, 2023. However, the members of Nomination and Remuneration Committee and Audit Committee at their meetings held on March 28, 2023 recommended that the current term of re-appointment of Mr. Yashovardhan Saboo, as approved by the members through Postal Ballot on March 5, 2023, be superseded. The Board, thereafter, at its meeting held on March 28, 2023 recommended supersession of the Ordinary Resolution passed by members through Postal Ballot on May 19, 2023 by re-appointing Mr. Yashovardhan Saboo as Chairman and Managing Director for a term of 3 (three) years with effect from April 1, 2023 upto March 31, 2026 along with the payment of remuneration.

Mrs. Munisha Gandhi (DIN - 09684474), who was appointed as an Additional Director, was regularised as a Non - Independent and Non- Executive (Woman) Director, by way of an Ordinary Resolution passed by the members of the Company through Postal Ballot on March 5, 2023.

Mr. Charu Sharma (DIN - 02276310), who was appointed as an Additional Director, was regularised as an Independent Director of the Company with effect from November 3, 2022 for a term of 5 (five) consecutive years commencing from November 3, 2022, not liable to retire by rotation, by way of a Special Resolution passed by the members of the Company through Postal Ballot on March 5, 2023.

Mr. Patrik Paul Hoffmann (DIN - 09208027) was regularised as an Independent Director of the Company with effect from September 27, 2022, not liable to retire by rotation, by way of a Special Resolution passed by the members of the Company through Postal Ballot on March 5, 2023.

Based on the recommendation of Nomination and Remuneration Committee, performance evaluation was carried out and subject to the approval of the Shareholders of the Company, the Board of Directors approved the reappointments of Mr. Dilpreet Singh (DIN - 03042448 and Mr. Mohaimin Altaf (DIN - 08080751) as Independent Directors of the Company for a second term of 5 (five) years. However, Mr. Mohaimin Altaf (DIN - 08080751) vide his letter dated August 5, 2023 has conveyed to the Board his unwillingness to be re-appointed as an Independent Director of the Company for the second term. As such, the Board recommends the re-appointment of Mr. Dilpreet Singh (DIN - 03042448) for the approval of the members and Mr. Mohaimin Altaf (DIN - 08080751) shall cease to be the Director of the Company from the date of conclusion of the 16^th (Sixteenth) Annual General Meeting of the Company.

The list of key skills, expertise and core competencies of the Board of Directors, is provided in the Report on Corporate Governance forming part of this report. Details, such as brief resumes, nature of expertise in specific functional areas, names of companies in which the above-named directors hold directorships, committee memberships / chairpersonships, shareholding in your Company, etc. are furnished as a separate annexure in the Notice of the 16^th(Sixteenth) Annual General Meeting (AGM).

Necessary resolutions for re-appointment of the aforesaid directors forms part of the Notice convening the 16^th (Sixteenth) AGM.

The details on Directors'' re-appointments / appointments and remuneration including criteria for determining qualifications and positive attributes, forms part of the Notice convening the 16^th (Sixteenth) AGM.

In the opinion of the Board, all the directors, as well as the directors proposed to be appointed / re-appointed, possess the requisite qualifications, experience and expertise and hold high standards of integrity. All of the Independent Directors are exempt from the requirement of passing the proficiency test.

None of the Director has received any remuneration or commission from any of the Company''s subsidiaries or joint ventures. During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and agreed commission, received by them.

(b) Key Managerial Personnel:

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

The Policy on Remuneration, Insider Trading, Familiarization Programme For Independent Directors and Diversity of Board of Director as approved by the Board is available on the Company''s website and can be accessed at https://www.ethoswatches.com/investors-information.

7. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of the report

The Policy on Determination of Materiality of events or information as approved by the Board is available on the Company''s website and can be accessed at https://www. ethoswatches.com/investors-information.

8. Details of significant and material orders passed by the regulators, courts and tribunals

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

9. Business Responsibility and Sustainability Report

10. Management Discussion and Analysis Report

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis as per Annexure - II, which includes detailed review of operations, performance and future outlook of the Company, is annexed hereto and forming part of this report.

11. Corporate Social Responsibility

The aforesaid CSR Policy has also been uploaded on the Company''s website and may be accessed at https://www.ethoswnt.ches.com/invest.ors-informnt.ion

12. Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013

There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during the year under review.

However, Company had acquired 100% stake of Silvercity Brands AG, a Swiss stock corporation situated at Grenchen, Switzerland. Consequently, Silvercity Brands AG has become the wholly owned subsidiary body corporate of the Company with effect from March 31,2023.

Also, the Company has made an application of investment of CHF 125,000 for subscribing to the shares of Haute-Rive Watches SA, a Swiss stock corporation situated at Corcelles, Switzerland.

13. Related Party Transactions

Further, all the RPTs are placed before the Audit Committee for the review and approval and prior Omnibus Approval was obtained for RPT which were repetitive in nature. Thus, disclosure in Form AOC-2 is not required.

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company.

14. Statutory Auditors and Auditor''s report

As per the requirement of section 139(2) of the Companies Act, 2013, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the twelfth Annual General Meeting of the Company held on September 2, 2019. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

15. Secretarial audit and Auditor''s report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed CS Vishal Arora, Practicing Company Secretary (FCS no. 4566 and CP no. 3645), to undertake the Secretarial Audit of the Company.

Secretarial audit of secretarial and related records of the Company was conducted by the aforesaid auditor and a copy of the secretarial audit report is annexed and forms an integral part of this report as Annexure - IV. The above Secretarial audit report does not contain any qualifications, reservations or adverse or disclaimer remarks.

16. Report on Corporate Governance

The Corporate Governance Report of the Company for the year under review, is attached as Annexure - V forming part of this report.

Certificate from CS Jaspreet Singh Dhawan, a Practicing Company Secretary regarding the compliance with the conditions of the Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report and forms and integral part of this Report.

17. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at ht.t.ps://www.et.hoswnt.ches.com/ investors-information .

18. Meetings of the Board and the Committees

During the financial year under review, 9 (nine) meetings of the Board of Directors were held. The details of dates of the above meetings including the attendance of the Directors are given in the Corporate Governance Report which forms part of this Annual Report.

19. Director''s Responsibility Statement

In accordance with the provisions of Section 134 (3)(c) and 134(5) of the Companies Act, 2013, the Board, to the best of its ability confirms that:â

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a

21. Deposits from Shareholders The following details of deposits, covered under Chapter V of the Companies Act, 2013 is given hereunder:-	(Rs. in lakhs)
Deposits existing as on April 1, 2022	2,451.96
Deposits accepted during the year (from April 1, 2022 to March 31, 2023)	63.50
Deposits renewed during the year (from April 1, 2022 to March 31, 2023)	158.98
Deposits paid/pre-matured during the year (from April 1, 2022 to March 31,2023)	1,993.50
Deposits outstanding at the end of year i.e. at March 31, 2023	680.94
Deposits that have matured but not claimed as at the end of the year i.e. at March 31, 2023	Nil
Deposits that have matured and claimed but not paid as at the end of the year i.e. at March 31,2023	Nil
Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved	No
The details of deposits which are not in compliance with the requirements of Chapter	Nil
Note: The above details of deposits excludes deposits from Directors.

direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

During the year under review, the status of the concerns or complaints reported stands as follows:

No. of concerns or complaints outstanding as at April 1, 2022	: Nil
No. of concerns or complaints received during the year	: Nil
No. of concerns or complaints resolved during the year	: Nil
No. of concerns or complaints outstanding as at March 31, 2023	: Nil

true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Details of Subsidiaries, Joint Ventures and Associate Companies

During the year under review, the particulars of Subsidiary and Associate Companies are as under:-

Silvercity Brands AG (âSilvercityâ) - Silvercity is a wholly owned subsidiary body corporate of the Company and is engaged in the business of acquisition and sale, holding and management of Intellectual property rights and license rights, especially in the watch industry and related areas; buying and selling, marketing and development of watches, related products and others luxury goods; it also provides services in these areas.

22. Vigil Mechanism/Whistle Blower

The Company has formulated and implemented âEthos Limited - Vigil Mechanism/Whistle Blower Policyâ to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud

Pasadena Retail Private Limited (âPasadenaâ) - Pasadena is a joint venture of the Company and is engaged in the business of retail of watches. During the year under review, it has reported revenue from operations amounting to Rs. 1,069.17 lakh and its net profit stood at Rs. 99.35 lakh.

During the year under review, the Board has reviewed the affairs of subsidiary body corporate and joint venture company. The Consolidated Financial Statement of the Company are prepared in accordance with the Companies Act, 2013 read with rules made thereunder and applicable IND AS along with the relevant documents and Auditorsâ Report thereon forms part of this Annual Report.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013 read with rules made thereunder, the Annual Report of the Company containing therein the audited standalone and consolidated financial statement and the audited financial statements of subsidiary body corporate and joint venture Company have been placed on the website of the Company. The audited financial statements in respect of subsidiary body corporate and joint venture Company shall also be kept open for inspection at the Registered Office/Corporate Office of the Company during working hours for a period of 21 days before the date of ensuing AGM. The aforesaid documents are also available to Members interested in obtaining the same upon a request made to the Company.

A separate statement containing salient features of the financial statements of the Companyâs subsidiary/associate in prescribed format in Form AOC - 1 is annexed as Annexure - VI to this report.

The Policy on Determining Material Subsidiaries as approved by the Board is available on the Companyâs website and can be accessed at https://www.ethoswatches.com/ investors-information.

or violation of the Companyâs Code of Conduct or Ethics Policy. The same is hosted on the website of the Company at the link https://www.ethoswatches.com/investors-information.The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for

23. Performance Evaluation of the Board

In order to ensure that the Board and Board Committees are functioning effectively and to comply with the statutory requirements, the annual performance evaluation of the Board, Board Committees and Individual directors was conducted during the year. The evaluation was carried out based on the criterion and framework approved by the Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance.

24. Policy on Director''s Appointment and Remuneration

The Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report which forms part of this Annual Report.

The details of remuneration to Non-Executive Directors, is given in Corporate Governance Report forming part of this Annual Report.

25. Risk Management

The Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Any major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Policy on Risk Management as approved by the Board is available on the Companyâs website and can be accessed at https://www.ethoswatches.com/investors-information.

26. Internal Financial Controls (IFC) and their Adequacy

are sought from time to time as well as in-house expertise and resources. The Company believes that it has sound internal control systems commensurate with the nature and size of its business. The Company continuously upgrades these systems in line with best-in-class practices.

27. Employee Stock Option Plan

There is no employee stock option plan subsisting or continuing as on date.

28. Particulars of Employees

The information pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act,

2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - VII which forms part of this Report.

In terms of the provisions Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the said rules are provided in this Annual Report.

In terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office/Corporate Office of the Company during business hours on working days and Members interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. Such details are also available on the Companyâs website at https://www.ethoswatches.com/invest.ors-informat.ion.

29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

30. Cost Records

Neither maintenance of cost records nor audit of cost records as required under Section 148 of the Act read with relevant rules made thereunder is applicable to the Company.

31. Committees of the Board

The various Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees are constituted by the Board according to their respective roles and defined scope:

a) Audit Committee,

b) Nomination and Remuneration Committee,

c) Stakeholders Relationship Committee,

d) Corporate Social Responsibility Committee and

e) Risk Management Committee

Details of the composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

The Company has adopted Code of Conduct for its Directors and senior management personnel and the same can be accessed using the following https://www.ethoswatches.com/ investors-information.

All Directors and senior management personnel have affirmed compliance with the Code of Conduct and Ethics for Directors and Senior Management.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all employees, consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of the Company and its subsidiaries and/or its affiliated or group companies are also covered by the said policy. Adequate workshops and awareness programmes against sexual harassment are conducted across the organisation. The Company has set up an Internal Complaints Committee for the aforesaid purpose and during the year, there was no complaint received by the Company.

The Policy on Prevention of Sexual Harassment as approved by the Board is available on the Company''s website and can be accessed at https://www.et.hoswotches.com/invest.ors-informotion.

33. Receipt of any commission/remuneration by Managing Director of Company from its Holding or Subsidiary Company

KDDL Limited is the listed Holding Company of the Company. Mr. Yashovardhan Saboo is the Chairman and Managing Director of KDDL Limited as well as the Chairman and Managing Director

of your Company. He receives managerial remuneration in KDDL Limited in compliance with the provisions of section 197 read with rules made thereunder of the Companies Act, 2013. Except for payment of sitting fees for attending the Board and Committee meetings of the Company, he is not entitled to any remuneration upto March 31, 2023. However, the Board of Directors of the Company, vide its meeting held on March 28, 2023, approved re-appointment of Mr. Yashovardhan Saboo for a further term of 3 years commencing from April 1, 2023 upto March 31, 2026 along with payment of remuneration, by way of Special Resolution passed through Postal Ballot on May 19, 2023. Further, no subsidiary Company of the Company has paid any commission/remuneration to the Directors of the Company for the FY 23.

34. Corporate Insolvency Resolution Process initiated Under the Insolvency and Bankruptcy Code, 2016 (IBC)

35. Green Initiatives

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs, Government of India (MCA) and Securities & Exchange Board of India and in view of the prevailing situation of the pandemic, owing to the difficulties involved in dispatching of the physical copies of the Notice of the 16^th (Sixteenth) AGM and the Annual Report of the Company for the FY 23, the said documents are being sent only by email to the shareholders.

The Company supports the âGreen Initiative'' undertaken by the MCA, enabling electronic delivery of documents including Annual Report etc. to shareholders at their e-mail address already registered with the Depository Participants (âDPsâ) and Registrar and Transfer Agents (âRTAâ). Additionally, the Company conducts various meetings by means of electronic mode in order to ensure the reduction of its carbon footprint.

36. Acknowledgements

Your Directors would like to thank and place on record their sincere thanks and appreciation for the sustained support and co-operation extended by its Members, Bankers, business associates, consultants, and various Government Authorities during the year under review. Your Directors would also like to place on record its sincere appreciation for the efforts put in by employees whose efforts, hard work and dedication has enabled the Company to achieve all recognitions during the year.

By order of the Board of Directors of Ethos Limited

Yashovardhan Saboo

Date : August 5, 2023 Chairman and Managing Director

Place: Chandigarh DIN-00012158

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