Ethos Ltd Directors Report

To the Members of Ethos Limited

Your directors have pleasure in submitting the 18th (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 Companys financial performance for the year under review, along with previous years figures are given hereunder: -

(? in crores)

	Standalone		Consolidated
Particulars	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations and other income	1,275.5	1,020.1	1,275.9	1,022.5
Total expenditure	-1,052.7	-847.5	-1,051.5	-847.3
Earnings before finance cost, tax, depreciation, and amortization (EBITDA)	213.9	172.5	214.4	175.3
Finance costs	-19.4	-15.0	-19.4	-15.0
Depreciation	-52.9	-48.1	-53.0	-48.7
Profit before share of joint venture and tax	131.5	108.5	131.9	110.5
Share of Profit of joint venture (net of income tax)	0.0	0.0	-1.9	0.7
Profit before tax	131.5	108.5	130.1	111.3
Tax expenses	-33.3	-27.3	-33.8	-28.0
Profit for the year	98.2	81.3	95.3	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 Companys 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 Limiteds total store count increased from 52 to 73. Furthermore, it expanded its presence into 3 cities (Dehradun, Kochi, and Mangaluru) increasing its reach to a total of 25 cities, compared to 23 cities in the previous year.

Ona standalone basis, Ethos Limiteds revenue from operations and other income for FY 2024-25 exhibited an impressive growth rate of 25.14%, amounting to Rs. 1,275.51 Cr. Similarly, on a consolidated basis, it achieved a growth rate of 24.77%, reaching Rs. 1,275.93 Cr. In terms of net profit after tax (PAT), Ethos Limiteds standalone performance for FY 2024-25 was remarkable, with Rs. 98.25 Cr.

On a consolidated basis, its net profit after tax (PAT) for FY 2024- 25 amounted to Rs. 95.29 Cr, a significant rise from Rs. 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, Ethoss 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 currentyearfortheseveral 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

A. 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 Rs. 51,40,00,120 (Rupees Sixty-One Crores Forty Lakhs One Hundred and Twenty only) divided into 3,07,00,000 Equity shares of Rs. 10 each, 5,76,924, 14% cumulative compulsory convertible preference shares of Rs. 130 each, 12,00,000, 12% cumulative redeemable preference shares of Rs. 110 each, 10,00,000,12 % non-cumulative redeemable preference shares of Rs. 100 each.

The Paid-up equity share capital of the Company as on March 31, 2025 is Rs. 24,48,04,430 (Rupees Twenty-Four Crores Forty-Eight Lakhs Four Thousand Four Flundred and Thirty only) divided into 2,44,80,443 equity shares of Rs. 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 Rs. 10 each at a securities premium of Rs. 1,790 per share for an aggregate amount not exceeding 409,90,50,000 (Rupees Four Flundred 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 Rs. 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 1 6, 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 Companys 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 Rs. 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 Rs. 10 each through Rights Issue.

The Company had invested an amount of Rs. 9,51,65,985 (Rupees Nine Crores Fifty One Lakhs Sixty Five Thousand Nine Flundred 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 Companys 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.ethoswatches.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 Companys 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 arms 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 Transaction (‘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 arms length basis" and also which are “material and at arms length basis", 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 Companys website and can be accessed at https://www.ethoswatches.com/investors-information/ download/policies/POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS.pdf

15. Details of Subsidiaries, Joint Ventures and Associate Companies

As on 31st March 2025, the Company had the following subsidiaries/Associate:

SI. 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 (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 Rs. 5.10 Cr and its net profit stood at Rs. 0.89 Cr.

Ethos Lifestyle Private Limited previously known as RF Brands Private Limited (‘Ethos 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 Rs. 0.11 Cr.

Pasadena Retail Private Limited (Pasadena) - Pasadena is ajoint 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. 13.10 Cr. and its net profit stood at? 0.14 Cr.

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 Rs. 12.28 Cr. and its net loss stood at Rs. 3.95 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.

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 Companys 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 Companys 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, 201 4 is furnished in Annexure-3 and is forming part of this report.

	(? 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, 2025-	: 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

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, 201 A, 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 Annual Report on CSR activities required under the Companies (Corporate Social Responsibility Policy) Rules, 201 4 is set out as Annexure-4 forming part of this report.

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

19. Vigil Mechanism/Whistle Blower

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 Companys 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 Policv.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.

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 ‘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 Companys website and can be accessed at https://www.ethoswatches.com/investors- information/download/policies/Policv-on-Prevention-of-Sexual- Harrasment-at-Workplace.pdf.

21. Extract of Annual Return

Pursuant to Section 92(3) read with Section 13A(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the website of the Company at https://www.ethoswatches.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)·issued 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 “SEBI Listing Regulations"), 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 - 00203155), resigned as an Independent Director of the Company with effect from March 5, 2025.

Mr. Manoj Subramanian (DIN - 10458955), resigned as Executive Director of the Company with effect from March 31, 2025.

Mr. Mukul Krishan Khanna (DIN - 10939041) 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 18th (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 “relative" 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 Companys 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 Companys website and can be accessed at https://www.ethoswatches.com/ investors-information/corporate.

28. Directors 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:·

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 (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.

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 meetingsand Board discussion including the quality, quantityand 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 Directors appointment and remuneration

The Companys 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 Companys 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, 201 4 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, 201A 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 135(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 Companys 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 Auditors 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. 001075N/N500013) have been appointed as Auditors for a term of five years, from the conclusion of the 17th Annual General Meeting till the conclusion of the 22nd 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, 201A 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, 201 3 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 18th (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 (‘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.

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.

For and on behalf of the Board of Directors of Ethos Limited
	Yashovardhan Saboo
Date : August 14, 2025	Chairman and Managing Director
Place: Gurugram	DIN-00012158