DIRECTORS' REPORT

Your Directors have pleasure in submitting the 19^th (Nineteenth) Annual Report of the Company together with the Audited Financial Statements
of Accounts for the financial year ended on March 31, 2026.

1. Financial Results

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

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

The financial year 2025-26 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.

During the year, Ethos Limited expanded its retail footprint by
opening 21 new stores. Consequently, the Company's total store
count increased from 73 to 94 stores.

Further strengthening its presence, the Company opened 6
additional stores by May 2026 and achieved the significant
milestone of operating 100 boutiques across India.

The Company also expanded its presence into 4 cities (Jodhpur,
Kanpur, Ranchi, Srinagar) increasing its reach to a total of
30 cities till March, 2026.

On a standalone basis, Ethos Limited's revenue from operations
and other income for FY 2025-26 exhibited an impressive
growth rate of 29.5%, amounting to H 1,653.12 Cr. Similarly,
on a consolidated basis, it achieved a growth rate of 29.98%,
reaching H1,658.41 Cr.

In terms of net profit after tax (PAT), Ethos Limited's standalone
performance for FY 2025-26 was remarkable, with H 94.92
Cr. On a consolidated basis, its net profit after tax (PAT) for FY
2025-26 amounted to H 96.14 Cr. 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 32.7% 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 2025-26, 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 athttps://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 2025-26 in the Statement of
Profit and Loss.

5. Share Capital
Authorised Share Capital

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.

Paid-up Share Capital

The Paid-up Equity Share Capital of the Company as on March
31, 2026, is H26,75,76,930 (Rupees Twenty-Six Crores Seventy-
Five Lakhs Seventy-Six Thousand Nine Hundred and Thirty Only)
divided into 2,67,57,693 equity shares of H 10 each.

6. Rights Issue

During the financial year 2025-26, the Board of Directors,
at its meeting held on June 3, 2025, approved the raising of
funds through a Rights Issue. Pursuant thereto, the Company
successfully completed a Rights Issue comprising 22,77,250
equity shares of face value H10 each at an issue price of H1,800
per equity share (including a securities premium of H1,790 per
equity share), aggregating to H409,90,50,000 (Rupees Four
Hundred and Nine Crores Ninety Lakhs Fifty Thousand only).

The Rights Issue was undertaken to (i) fund the working capital
requirements of the Company; and (ii) meet general corporate
purposes. The Rights Equity Shares were offered to the eligible
equity shareholders in the ratio of 4 (Four) Rights Equity Shares
for every 43( Forty Three) fully paid-up equity shares held by them
as on the Record Date, i.e., June 12, 2025.

The Rights Issue opened on June 20, 2025 and closed on July
3, 2025. Pursuant to the basis of allotment approved by the
designated stock exchange, the Rights Equity Shares were allotted
on July 4, 2025 and were listed and admitted to trading on BSE
Limited and the National Stock Exchange of India Limited with
effect from July 8, 2025. The Rights Equity Shares rank pari passu
in all respects with the existing equity shares of the Company,
including with respect to dividend and other corporate benefits.

KFin Technologies Limited acted as the Registrar to the Issue
and CRISIL Limited was appointed as the Monitoring Agency in
accordance with the applicable provisions of the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018.

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

There have been no material changes or commitments affecting
the financial position of the Company between the end of the
financial year and the date of this report.

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. 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.

10. 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, the Company has incorporated a Wholly Owned
Subsidiary in the name of Ficus Trading LLC and invested an
amount of H 69,87,000 (Rupees Sixty-Nine Lakh Eighty-Seven
Thousand only) in the Initial paid up capital of the Company by
subscribing to 300 shares of AED 1000 each.

The Company has incorporated a Subsidiary in the name
of Micron Watch Services Private Limited and invested an
amount of H 5,01,000 (Rupees Five Lakh One Thousand only)
in the Initial paid up capital of the Company by subscribing to
50,100 shares of H 10 each.

11. 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.

12. Board Meetings

During the financial year under review, Nine 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.

13. 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,

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 followinghttps://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.

14. 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.et.hoswnt.ches.com/invest.ors-informntion/downlond/
policies/RISK MANAGEMENT POLICY.pdf

15. 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 (‘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.

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

During the year, your Company did not enter into any contracts/
arrangements/ transactions with the related parties requiring
approval under Section 188(1) of the Act read with Rule 15 of
the Companies (Meetings of Board and its Powers) Rules, 2014.
All the Related Party Transactions were in the ordinary course of
business and at arm's length basis and there were no material
related party transactions during the year. Therefore, disclosure
in Form AOC-2 prescribed under Section 134(3)(h) of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014 is not
applicable to the Company. In accordance with IND AS-24, the
Related Party Transactions are disclosed under Note No. 37 of the
Standalone Financial Statements.

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
htt.ps://www.et.hoswnt.ches.com/investors-informnt.ion/downlond/
policies/POLICY ON MATERIALITY OF RELATED PARTY
TRANSACTIONS.pdf

Ficus Trading LLC (‘Ficus') - Ficus is a wholly owned subsidiary
body corporate of the Company and is engaged in the business
of trading of Watches, Clocks & Spare Parts. It was incorporated
in April 2025, to expand the Company's presence in international
markets, particularly in the GCC region. The business is aligned
with the main line of business of the Company. During the year
under review, it has reported revenue from operations amounting
to H 2.57 Cr and its net profit stood at H 0.25 Cr.

Ethos Lifestyle Private Limited previously known as RF Brands
Private Limited (‘Ethos Lifestyle') - Ethos Lifestyle is a Subsidiary
Company and is engaged in the business of distribution of Jewellery,
Handbags, Luggage and other Lifestyle & Fashion Products. During
the year under review, it has reported revenue from operations
amounting to H 20.23 Cr and its net profit stood at H 5.51 Cr.

Micron Watch Service Private Limited (‘Micron') - Micron is a
Joint Venture (Subsidiary) of the Company and is engaged in
the business of Watch services and repair. It was incorporated in
August 2025. During the year under review, it has not reported
any revenue from operations and its net loss stood at H 64,771.

Pasadena Retail Private Limited (‘Pasadena') - Pasadena is a Joint
Venture of the Company and is engaged in the business of retail
of watches and rendering of related after sale services. During
the year under review, it has reported revenue from operations
amounting to H 12.64 Cr. and its its net loss stood at H 0.49 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 H 36.90 Cr.
and its net loss stood at H 12.80 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 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 athttps://www.ethoswatches.com/investors-
information/download/policies/POLICY ON DETERMINING
MATERIAL SUBSIDIARIES.pdf

17. 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.

19. 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 (“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, 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 athttps://www.
ethoswatches.com/investors-information/download/policies/
Ethos Limited CSR Policy.pdf.

20. 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 Company's Code of Conduct or Ethics Policy. The
same is hosted on the website of the Company at the linkhttps://
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.

The status of complaints during the year is as follows:

a) Number of complaints pending as on April 1,2025: Nil

b) Number of complaints filed during the financial year: 2

c) Number of complaints disposed of during the financial year: 2

d) Number of complaints pending resolution as on
March 31, 2026: Nil

As of 31^st March 2026, all complaints had been satisfactorily
resolved, and no cases remained pending.

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

The status of complaints during the year is as follows:

a) Number of complaints pending as on April 1, 2025: Nil

b) Number of complaints filed during the financial year: 1

c) Number of complaints disposed of during the financial year: 1

d) Number of complaints pending resolution as on
March 31,2026: Nil

As of 31^st March 2026, all complaints had been satisfactorily
resolved, and no cases remained pending.

The Company continues to conduct regular training and
awareness programmes to reinforce a culture of respect and
inclusion across all levels.

22. 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, 2026 is available on
the website of the Company athttps://www.ethoswatches.com/
investors-information/financial.

23. 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.

24. 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

During the year under review, no frauds were reported by the
Statutory Auditors to the Audit Committee or the Board under
Section 143(12) of the Companies Act, 2013.

25. 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 detailed review of
operations, performance and future outlook of the Company, is
annexed hereto and forming part of this report.

26. 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 CP NO. 8545 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.

27. 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.

28. Directors and Key Managerial Personnel

(a) Directors:-

As on March 31, 2026, the Board of Directors of the
Company comprises 8* Directors, consisting of a balanced
mix of Executive and Non-Executive members. This includes
3 Executive Directors, 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. Chitranjan Agarwal (DIN - 00095715) resigned as a
Non-Executive- Non-Independent Director of the Company
with effect from April 15, 2025 due to pre- occupation.

*Mr. Mukul Krishan Khanna (DIN - 10939041), resigned as
Whole Time Director of the Company with effect from March
31,2026 due to additional responsibilities and pre-occupation.

Mr. Yashovardhan Saboo (DIN - 00012158) was
reappointed as Chairman and Whole Time Director of the
Company with effect from April 1, 2026.

Mr. Munish Gupta (DIN - 09350096) was appointed
as Whole Time Director of the Company with effect
from May 12, 2026.

Mr. Dilpreet Singh (DIN - 03042448) resigned as
Independent Director of the Company with effect
from August 03, 2026 due to increasing professional
commitments and other engagements.

In accordance with the provisions of the Act, Mr.
Yashovardhan Saboo 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 Yashovardhan
Saboo 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.

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. 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 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, the following change took
place in the Key Managerial Personnel of the Company:

Mr. Mukul Krishan Khanna resigned as the Whole Time
Director and Key Managerial Personnel of the Company
with effect from March 31, 2026. However, he continues to
serve as the Chief Operating Officer of the Company and is
classified as a Senior Management Personnel.

Subsequent to the close of the financial year, Mr. Shubham
Kandhway, Company Secretary and Compliance Officer of
the Company, tendered his resignation vide letter dated
April 1, 2026. He was relieved from his duties with effect
from April 15, 2026.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board approved the
appointment of Ms. Priya Grover as the Company Secretary
and Compliance Officer of the Company with effect
from July 09, 2026.

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 athttps://
www.ethoswatches.com/investors-information/corporate.

29. 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:—

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.

30. Performance evaluation of the Board

In order to ensure that the Board and its 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.

31. 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.

32. 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 Nomination and Remuneration
Policy as approved by the Board is available on the Company's
website and can be accessed athttps://www.ethoswatches.
com/investors-information/download/policies/Nomination-and-
Remuneration-Policy.pdf.

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

33. 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 excludes
the aforesaid statement. 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
athttps://www.ethoswatches.com/investors-information.

34. Employee Stock Option Plan

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

35. 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 Regulation 24A of the SEBI
Listing Regulations and Section 204 of the Act, read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, Mr. Vishal Arora,
Practicing Company Secretary (FCS no. 4566 and CP no.
3645) have been appointed as Secretarial Auditor for a
term of five years, from the conclusion of the 18^th Annual
General Meeting till the conclusion of the 23^rd Annual
General Meeting.

The Report of the Secretarial Audit is annexed
herewith as Annexure-8.

The Board has reviewed the Secretarial Audit Report and the
explanations in respect of the observations made therein
are provided below:

The Board has noted the observations of the Secretarial
Auditors. The penalties levied by the Stock Exchanges in
respect of the procedural non-compliances were duly paid
by the Company, and no further action has been initiated
by the Stock Exchanges. The Company has strengthened
its compliance monitoring mechanisms to ensure timely
compliance with applicable regulatory requirements. With
respect to the gift of shares resulting in a technical breach
of the contra-trade restrictions, the Board notes that the
transaction involved no monetary gain and that appropriate
relaxation was granted by the Compliance Officer in
accordance with the Company's Insider Trading Code.

c. Cost Audit

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

36. Compliance with Maternity Benefit Act, 1961

The Company is in compliance with the provisions of the
Maternity Benefit Act, 1961 and is committed to providing
maternity benefits and related entitlements to eligible employees
in accordance with the applicable statutory requirements.

37. 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 & Managing Director
of KDDL Limited and Chairman & Whole Time Director of Ethos
Limited. 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 2025-26.

38. 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 19^th
(Nineteenth) AGM and the Annual Report of the Company for
the year 2025-26, only by 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.

39. 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, 2026 Chairman and Whole Time Director

Place : Gurugram DIN-00012158