Ethos Ltd

To the Members of

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)

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 2023-24 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

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.ethoswatches.com/investors-information/download/policies/Dividend_Policy.pdf

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

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 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.

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.

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.

9. 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 – I forming part of this 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.

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 ("CSR Committee"). 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.

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 ‘RF 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

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

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 (‘RPTs') are placed before the Audit Committee for the review and approval and prior Omnibus Approval was obtained for Related Party Transactions (‘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.

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 "not at arm's length basis" and also which are "material and at arm's length basis", is not provided as an annexure to this Report

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.ethoswatches.com/investors-information/download/policies/POLICY_ON_MATERIALITY_OF_ RELATED_PARTY_TRANSACTIONS.pdf.

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.

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.

The Corporate Governance Report of the Company for the year under review, is attached as Annexure – V 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 "SEBI Listing Regulations"), is annexed to the Corporate Governance Report and forms an integral part of this Report.

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.ethoswatches.com/ investors-information/financial.

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.

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:—

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.

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

Cognition Digital LLP (‘Cognition') - 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 469.62 lakh and its net profit stood at H 103.74 lakhs.

Silvercity Brands AG (‘Silvercity') – 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 106.61 lakh and its net loss stood at H (76.58) lakhs.

Pasadena Retail Private Limited (‘Pasadena') - 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 (‘RF 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.

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 – VI 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.

Following details of deposits, covered under Chapter V of the Companies Act, 2013 is given hereunder:-

*The above details of deposits exclude deposits from Directors.

The Company has formulated and implemented ‘Ethos 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.ethoswatches.com/investors-information/ download/policies/Vigil_Mechanism_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 :-

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 (‘NRC'). 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.

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_.pdf.

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

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.ethoswatches.com/investors-information/download/ policies/RISK_MANAGEMENT_POLICY.pdf.

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.

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

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.

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 - VIII and is forming part of this report.

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.

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.ethoswatches.com/investors-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.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has implemented 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.ethoswatches.com/investors-information/download/policies/Policy_on_prevention_of_ sexual_harassment.pdf.

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 2023-24.

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.

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 (‘DPs'), Registrar and Transfer Agents (‘RTA') or the Company.

The Company supports the ‘Green 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.

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.