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Ethos Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 5980.57 Cr. P/BV 9.45 Book Value (Rs.) 258.42
52 Week High/Low (Rs.) 3044/1197 FV/ML 10/1 P/E(X) 99.18
Bookclosure 29/09/2023 EPS (Rs.) 24.63 Div Yield (%) 0.00
Year End :2023-03 

(e) Bonus shares, shares buyback and issue of shares without consideration being received in cash (during five years immediately preceding March 31,2023).

During the five years immediately preceding March 31, 2023 ('the period'), neither any bonus shares have been issued nor any shares have been bought back. In addition, during the period, no shares have been issued for consideration other than cash except as follows:-

(i) The Company had, during the year ended March 31, 2018, converted 1,100,010 12% cumulative compulsory convertible preference shares of face value of Rs.110 into 1,100,010 equity shares of Rs.10 each at a premium of Rs.100 each. Further, 21,250 equity shares of Rs.10 each had been issued under employee stock option plan for which exercise price has been received in cash.

(ii) During the year ended March 31, 2020, 576,293 14% cumulative compulsory convertible preference shares of Rs.130 each were converted into 576,923 equity shares of Rs.10 each at a premium of Rs.120 per share. Further, 15,000 equity shares of Rs.10 each had been issued under employee stock option plans for which only exercise price had been received in cash.

(iii) During the year ended March 31, 2022, 104,750 equity shares of Rs.10 each had been issued under employee stock option plans for which only exercise price had been received in cash.

(f ) Employee stock options

Terms attached to stock options granted to employees of the Company and its holding company are described in note 34(iv) regarding employee share based payments.

17. Other equity

(also refer to Statement of Changes in Equity)

(i) Deemed capital contribution

a) Includes Rs. 14.51 towards fair value of guarantees given by the holding company in the earlier years.

b) Includes Rs. 36.00 towards interest accrued on 12% cumulative redeemable preference shares, classified as finance cost, which is no longer payable at the time of redemption.

Nature and purpose of reserves

(ii) Share options outstanding account

The fair value of the equity settled share based payment transactions with employees is recognised in Statement of Profit and Loss with corresponding credit to share option outstanding account.

(iii) Capital reserve

Reserve created under the scheme of arrangement (Business Combination). This will be utilised in accordance with the provisions of the Companies Act, 2013.

(iv) Securities premium

Securities premium represents the excess consideration received by the Company over the face value of the shares issued to shareholders. This will be utilised in accordance with the provisions of the Companies Act, 2013.

The Company, at its IPO meeting held on May 26, 2022 approved allotment of 42,71,070 Equity Shares of Rs.10 each pursuant to Initial Public Offering at a securities premium of Rs. 868 per share under Fresh Issue and offer for sale of 3,10,430 Equity Shares at an Offer Price of Rs. 878 per Equity Share, to the respective applicants in various categories, in terms of the basis of allotment approved in consultation with the authorized representative of BSE Limited. The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on May 30, 2022. The total offer expenses in relation to share issued amounting to Rs. 3,531.05 has been adjusted against securities premium. Refer Note 48.

(v) Retained earnings

Retained earnings are the profit that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement (loss) / gain on defined benefit plans, net of taxes that will not be reclassified to statement of Profit and Loss. Retained earnings is a free reserve available to the Company and eligible for distribution to shareholders, in case where it is having positive balance representing net earnings till date.

a) Vehicle loans from banks amounting to Rs. 118.08 (March 31, 2022: Rs.194.75) are secured against hypothecation of the specified vehicle purchased from proceeds of the said loan. The rate of interest on vehicle loans varies from 7.10% to 9.25% per annum (March 31, 2022: 7.10% to 9.25%). The above loans are repayable in monthly instalments within a period of next one to four years as per repayment schedule.

Term loan from Bank of Maharashtra amounting to Rs. NIL (March 31, 2022: Rs.389.00) carried interest rate equal to NIL (March 31, 2022: 7.50%). The loan was availed under Guarantee Emergency Credit Line Scheme launched by the Government of India in light of the present outbreak of COVID-19. The same was secured by second charge by way of hypothecation on entire current assets on pari passu basis of the Company. It was also secured by 360,000 shares of holding company held by Mr. Yashoverdan Saboo, Managing Director of the Company and second charge on entire property, plant and equipment of the Company. Further, it was compulsorily covered under Guaranteed Emergency credit line operated by National Credit Guarantee Trustee Company Limited. The loan was to be repaid in 48 equal monthly instalments of Rs.8.10 as per the repayment schedule commencing from April 30, 2022 with one year of moratorium from the drawdown. However, during the year, the Company has repaid all the outstanding loan amount.

Term loan from IDBI Bank Limited amounting to Rs. NIL (March 31,2022: Rs.320.83) carried interest rate equal to Nil (March 31,2022 : 8.80%). The loan was availed under Guarantee Emergency Credit Line Scheme launched by the Government of India in light of the present outbreak of COVID-19. The Loan was secured by second charge on all the current assets on pari passu basis of the Company both present and future and second charge on the fixed assets of the Company both present and future. It was also secured by mortgage and second charge on all the immovable fixed assets of the tool room unit (Eigen) of KDDL Limited (Holding Company) at Bangalore. Further, it was compulsorily covered under Guaranteed Emergency credit line operated by National Credit Guarantee Trustee Company Limited. The loan was to be repaid in 35 equal monthly instalments of Rs. 9.17 and 36th Instalment of Rs.9.05 as per the repayment schedule commencing from March 31,2022 with one year of moratorium from the drawdown. However, during the year, the Company has repaid all the outstanding loan amount.

Term loan from the Jammu & Kashmir Bank Limited amounting to Rs. Nil (March 31, 2022: Rs.176.00) carried interest rate equal to Nil (March 31,2022: 8.20%) was secured by Second charge on the stock and receivables on pari passu basis of the Company. These limits were also secured by second charge on assets of Ornapac unit at Chandigarh of KDDL Limited (Holding company). It was further secured by the second charge over land and building, machinery and office equipment of the Parwanoo unit of KDDL Limited. Further, it was compulsorily covered under Guaranteed Emergency credit line operated by National Credit Guarantee Trustee Company Limited. The loan was to be repaid in 36 equal monthly instalments commencing from March 31, 2022 with one year of moratorium from the first drawdown. However, during the year, the Company has repaid all the outstanding loan amount.

b) Deposits from Shareholders carry an interest rate ranging between 10.25% to 10.75% (March 31, 2022: 8% to 11.25%) per annum and carry a maturity period from 24 to 36 months from the respective date of deposits.

c) Loan repayable on demand from IDBI Bank Limited amounting to Rs. Nil (March 31,2022: Rs.633.09) were repayable on demand and were secured by first pari passu charge on all the current assets of the Company both present and future and second pari passu charge on the fixed assets of the Company both present and future. These limits were also secured by exclusive mortgage and charge on all the immovable property, plant and equipment of the tool room unit (Eigen) of KDDL Limited (Holding Company) at Bangalore. These limits were guaranteed by the Holding Company (KDDL Limited), personal guarantees of director of the Company and relative of the director. The rate of interest as on March 31, 2023 is NIL (March 31, 2022: 9.50% to 10.50%) per annum. However, during the year, the Company has repaid the oustanding amounts and closed the loan facility with Bank.

Loan repayable on demand from the Jammu & Kashmir Bank Limited amounting to Rs. Nil (March 31, 2022: Rs.454.34) were repayable on demand and were secured by first pari passu charge on the stock and receivables of the Company. These limits were also secured by exclusive first charge on assets of Ornapac unit at Chandigarh of KDDL Limited (Holding company). This was further secured by the first and exclusive charge over land and building, machinery and office equipment of the Parwanoo unit of KDDL Limited. These loans were also guaranteed by the Holding Company and personal guarantees of the director of the Company. The rate of interest as on March 31, 2023 is Nil (March 31, 2022: 8.35%) per annum. However, during the year, the Company has repaid the oustanding amounts and closed the loan facility with Bank.

Loan repayable on demand from Bank of Maharashtra amounting to Rs. Nil (March 31, 2022: Rs.588.84) were repayable on demand and were secured by first pari passu charge by way of hypothecation on entire current assets of the Company. These limits were also secured by 360,000 shares of holding company held by Mr. Y. Saboo, Managing Director of the Company and second pari passu charge on entire fixed assets of the Company. Further, these limits are also guaranteed by the Holding Company, personal guarantee of director of the Company and relative of the director. The rate of interest as on March 31, 2023 is Nil (March 31, 2022: 11.00 %) per annum. During the year, the company has repaid the oustanding amounts and closed the loan facility with Bank.

d) Inter corporate deposit amounting to Rs. Nil (March 31, 2022: Rs.500) carried an interest rate of Nil (March 31, 2022: 10% - 12%) per

annum. During the year, the Company has repaid the oustanding amount and closed the loan facility.

e) The fixed rate of interest on deposit from shareholders for maturity period of one year in the current year is 9.50% per annum

(March 31, 2022: 8% to 9.50% per annum).

(a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these instruments.

(b) The fair value of borrowings is based upon a discounted cash flow analysis that used the aggregate cash flows from principal and finance costs over the life of the debt and current market interest rates. The own non-performance risk as at balance sheet date was assessed to be insignificant.

(c) The investment in subsidiary is measured at cost less impairment losses, if any.

(d) The fair valuation of other non current financial assets and other non current financial liabilities are approximately equivalent to carrying value. There are no transfers between Level 1, Level 2 and Level 3 during the year ended March 31,2023 and March 31, 2022

II. Financial risk management

(i) Risk management framework

The Company's Risk management Committee has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyse the risk faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to effect changes in market conditions and Company's activities. The Company, through its training and management standards and procedures, aims to maintain discipline and constructive control environment in which all employees understand their roles and obligations.

The Company's audit committee oversees how management monitors compliance with Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to risk faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the result of which are reported to audit committee.

The Company has exposure to the following risks arising from financial instruments:

- Credit risk (see (ii));

- Liquidity risk (see (iii)); and

- Market risk (see (iv))

(ii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The carrying amount of financial assets represents the maximum credit risk exposure and arises principally from the Company's receivable from customers and loans.

Trade receivables and Loans

The Company's retail business is pre-dominantly on cash and carry basis which is largely through credit-card collections. The credit risk on such collections is minimal, since they are primarily owned by customers' card issuing banks. The Company has adopted a policy of dealing with only credit worthy counterparties in case of institutional customers and the credit risk exposure for institutional customers is managed by the Company by credit worthiness checks. The Company also carries credit risk on lease deposits with landlords for store properties taken on leases, for which agreements are signed and property possessions timely taken for store operations. The risk relating to refunds after store shut down is managed through successful negotiations or appropriate legal actions, where necessary.

The Company's experience of delinquencies and customer disputes have been minimal. Further, Trade and other receivables consist of a large number of customers, across geographies within India, hence, the Company is not exposed to concentration risks.

Cash and cash equivalents

The Company holds cash and cash equivalents of Rs.2,701.41 as at March 31, 2023 (March 31, 2022: Rs.3,726.94). The cash and cash equivalents are mainly held with scheduled banks.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial assets. The Company's approach to manage liquidity is to have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed circumstances, without incurring unacceptable losses or risking damage to the Company's reputation.

(iv) Market Risk

a) Product price risk

In a potentially inflationary economy, the Company expects periodical price increases across its retail product lines. Product price increases which are not in line with the levels of customers' discretionary spends, may affect the business/retail sales volumes. Since the Company operates in premium and luxury watch category, the demand is reasonably inelastic to changes in price. However, the Company continually monitor and compares prices of its products in other developed markets as its customers tend to compare prices across markets. In the event that prices deviate significantly unfavourably from the markets, the Company negotiates with its vendor for change of prices. The Company also manages the risk by offering judicious product discounts to retail customers to sustain volumes. The Company negotiates with its vendors for purchase price rebates such that the rebates substantially absorb the product discounts offered to the retail customers. This helps the Company protect itself from significant product margin losses.

Management manages the liquidity risk by monitoring cash flow forecasts on a periodic basis and maturity profiles of financial assets and liabilities. This monitoring takes into account the accessibility of cash and cash equivalents and additional undrawn financing facilities. The Company will continue to consider various borrowings of leasing options to maximize liquidity and supplement cash requirements as necessary. Post completion of Initial Public Offer, the Company has repaid all working capital loans / limits and part of shareholder deposits and also, surrendered the sanctioned borrowing limits.

c) Currency risk

The Company is exposed to currency risk to the extent that there is mismatch between the currencies in which purchases are denominated and the functional currency of the Company. The currencies in the which the Company is exposed to risk are CHF, USD, AED, AUD, CAD, GBP, SGD and EUR. The Company evaluates this risk on a regular basis and appropriate risk mitigating steps are taken, including but not limited, entering into forward contracts.

33. Capital Management

Risk management

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The management monitors the return on capital. The Company monitors capital using a ratio of 'adjusted net debt' to 'total equity'. For this purpose, adjusted net debt is defined as total borrowings including lease liabilities and trade payables net of cash and cash equivalents. Equity comprises all components of equity (as shown in the Balance Sheet). The Company always tries to minimize its adjusted net debt to equity ratio.

II. Defined benefit plan - Gratuity

The employees' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The Company made annual contributions to the LIC of India of an amount advised by the LIC.

The above defined benefit plan exposes the Company to following risks:

Interest rate risk:

The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

Demographic risk:

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations. The Company has not changed the processes used to manage its risks from previous periods. The funds are managed by specialised team of Life Insurance Corporation of India.

a) Funding

Gratuity is a funded benefit plan for qualifying employees. 100% of the plan assets are managed by LIC. The assets managed are highly liquid in nature and the Company does not expect any significant liquidity risks.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same methods (present value of defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

III. Defined contribution plans

The Company makes contribution, determined as a percentage of employee salaries, in respect of qualifying employees towards Provident fund, which is a defined contribution plan. The Company has no obligation other than to make the specified contributions. The Company has recognised Rs.162.61 during the period (March 31,2022: Rs.139.10) as expense towards contribution to these plans.

IV. Share based payments

a) Description of share-based payment arrangement

As at March 31, 2023, the Company does not have any share-based payment arrangements. Details of earlier share based payment arrangements are mentioned below.

b) Employee Stock Option Scheme (equity-settled)

In the Extraordinary General Meeting held on March 10, 2014, the shareholders approved the issue of options not exceeding 3,50,000 options under the Scheme titled "Ethos Employee Stock Option Plan - 2013"

The ESOP allows the issue of options to eligible employees and directors of the Company. Each option comprises one underlying equity share.

As per the Scheme, the Performance Evaluation and Guidance-cum- Nomination and Remuneration Committee (formerly known as Compensation Committee) grants the options to the employees and directors deemed eligible. The exercise price of each option shall be equal to the “Market Price” as defined in the Scheme. The options granted vest as follows. Options may be exercised within 3 years of vesting.

1. 50% of the options granted to the selected employee shall vest on October 01,2017 in case there is continuation of his service till the date of vesting.

2. 50% on the first day of the financial year subsequent to the achievement of billing of Rs. 50,000 lakhs in any financial year by the Company, subject to the continuation of service till the date of vesting. However there shall remain a gap of minimum one year between the date of grant and the date of vesting under this clause. The Performance Evaluation and Guidance-cum- Nomination and Remuneration Committee (formerly known as Compensation Committee) shall declare such date as and when it is triggered.

The Company has in its Performance Evaluation and Guidance-cum- Nomination and Remuneration Committee (formerly known as Compensation Committee) meeting on August 4, 2014 granted outstanding 3,500 options to employee of the holding Company. The above options have been issued by the Performance Evaluation and Guidance-cum- Nomination and Remuneration Committee (formerly known as Compensation Committee) in accordance with the terms & conditions of the "Ethos Employee Stock Option Plan - 2013

The Company, at its 14th Annual General Meeting, approved variation/modification in the terms of ‘Ethos Employee Stock Option Plan 2013 by allowing the option grantees to exercise their vested options as per Clause 7.1 and 7.2 of the scheme on or before August 16, 2021. The aforesaid scheme expired on August 16, 2021.

35. Contingent liabilities, commitments and other matters i) Claims against the Company not acknowledged as debts, under dispute

As at

As at

March 31,2023

March 31,2022

a) Income Tax matters

364.86

318.77

b) Excise Duty matters

47.08

47.08

c) Value Added Tax matters

3,330.03

3,330.03

d) Customs duty matters

12.97

12.90

e) Goods and Services Tax matter

12.15

Based on the discussion with the solicitors/legal opinion taken by the Company, the management believes that the Company has a good chance of success in above mentioned case and hence, no provision there against was considered necessary.

ii) Commitments

As at

As at

March 31,2023

March 31,2022

- Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

471.71

2,600.00

iii) In addition, the Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company's management does not expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company's results of operations or financial condition. As on March 31, 2023, there is one open legal proceedings involving disputed amount of Rs. 110.22 (March 31, 2022: Rs. 110.22) against which the Company is carrying liability of Rs. 49.26 (March 31, 2022: Rs. 49.26)

iv) Pursuant to recent judgement by the Hon'ble Supreme Court dated February 28, 2019, it was held that basic wages, for the purpose of provident fund, to include special allowances which are common for all employees. However, there is uncertainty with respect to the applicability of the judgement and period from which the same applies. Owing to the aforesaid uncertainty and pending clarification from the authorities in this regard, the Company has not recognised any provision. Further, management also believes that the impact of the same on the Company will not be material.

36. Leases

A. Company as a lessee

The Company has lease contracts for various retail stores and furniture to be used for its operations. The Leases generally have lease terms 2 - 10 years for building and 4 - 5 years for furniture. The Company's obligations under its leases are secured by the lessor's title to the leased assets. The Company is restricted from assigning or sub leasing the leased assets.

The Company has certain leases with lease terms of 12 months or less. The Company applies the ‘short-term lease' recognition exemptions for these leases.

1 The Company's principal related parties consist of KDDL Limited, its subsidiaries and key managerial personnel. The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enters into transactions in the ordinary course of business.

2 Key Managerial Personnel are entitled to post-employment benefits and other long term employee benefits recognised as per Ind AS 19 - 'Employee Benefits' in the financial statements. As these employees benefits are lump sum amounts provided on the basis of actuarial valuation the same is not included above.

3 Security being provided by KDDL Limited (Holding Company) for loans taken from IDBI Bank Limited by providing exclusive mortgage and charge on all the immovable property, plant and equipments of the tool room unit (Eigen) of KDDL Limited (Holding Company) at 408, 4th Main, 11th Cross, Peenya Industrial Area, Bangalore. The loan was repaid during the year ended March 31, 2023 and the securities were released from Bank.

4 Security being provided by KDDL Limited (Holding Company) for loans taken from The Jammu & Kashmir Bank Limited by providing exclusive first charge on assets of Ornapac unit at Chandigarh of KDDL Limited (Holding Company). This is further secured by first and exclusive charge over land and building & specific machinery and office equipment of the Parwanoo unit of KDDL Limited. The loan was repaid during the year ended March 31,2023 and the securities were released from Bank.

5 Security being provided by Managing Director of the Company for loan taken from Bank of Maharashtra by pledging 3,60,000 shares of KDDL Limited held by him. The loan was repaid during the year ended March 31, 2023 and the securities were released from Bank.

6 All transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions and within the ordinary course of business.

38. Segment information

Operating segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components, and for which discrete financial information is available.

Operarting segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker of the Company. As the chief operating decision maker of the Company assess the financial performances and position of the Company as a whole and makes strategic decision, the management considers retail trading of premium and luxury watches, accessories and other luxury items and including related after sale services as a single operating segment as per Ind AS 108, hence separate segment disclosure, have not been furnished.

* Ratio Numerator and Denominator

a. Current Ratio = Current Assets / Current Liabilities

b. Debt Equity Ratio = Total Debt / Shareholder's Equity

c. Debt Service Coverage Ratio = Earnings available for debt service (Net profit before taxes Non-cash operating expenses Finance Cost) / Debt Service (Interest & Lease Payments Principal Repayments)

d. Return on Equity Ratio = Net Profit / Average Shareholder's Equity

e. Inventory Turnover Ratio = Cost of goods sold / Average Inventory

f. Trade Receivables turnover ratio = Net Sales (Net sales = Total sales - sales return) / Average Trade Receivable

g. Trade payables turnover ratio = Net Purchase (Gross purchases - purchase return) / Average Trade Payable

i. Net capital turnover ratio = Net Sales (Net sales = Total sales - sales return) / Working Capital (Current assets - Current liabilities)

j. Net Profit Ratio = Net Profit after tax / Net Sale (Net sales = Total sales - sales return)

k. Return on Capital Employed = Earnings before interest and taxes / Capital employed (Capital Employed = total equity total debt)

l. Return on Investment = Income on Investment (includes investment in joint venture) / Investment (includes investment in joint venture) ** Explanation for variance in ratios

a. Current Ratio - Increase in Other Bank balances (IPO Monitoring account) due to proceed from IPO and increase in inventory value due to new stores and expansion in existing operations

b. Debt Equity Ratio - Increase in profitability of Business and fresh issue of equity shares through IPO and reduction in debts.

c. Trade Receivables turnover Ratio - Better management of debtors resulting in efficient trade receivables with the increase in Sales.

d. Net capital turnover Ratio - Increase in working capital due to proceed from IPO parked in monitoring bank account to be applied in order to improve the efficient utilisation of funds in future.

e. Net Profit Ratio - Company has increased its sale substantially alongwith better control of expenses.

44. The Company has entered into an agreement dated January 1,2022 with its Holding company i.e. KDDL Limited to purchase its brand-name “Ethos” and “Summit” (including trademarks, trade names, logos and all related rights) for an agreed amount of Rs.3,900 lakhs. The aforesaid brands have been capitalized as intangible assets during the year ended March 31,2023.

45. During the previous year, The Board of Directors, at its meeting held on November 01,2021, accorded its in-principle consent to offer, issue and allot upto 458,000 equity shares of face value Rs.10 each, to the existing shareholders of the Company as on the record date i.e. October 31, 2021, at a premium of Rs.540 per share, on Rights Issue basis, aggregating to upto an amount not exceeding Rs.2,550.00 for raising funds for the Company in the ratio of 1 rights equity share of Rs. 10 each for every 40 equity shares of Rs.10 each held by the eligible equity shareholder of the Company as on the record date with the right to renounce.

Based on above, the Board of Directors, at its meeting held on December 01,2021, approved the allotment of 457,938 equity shares of Rs.10 each at a premium of Rs.540 per share for an amount totalling to Rs.2,518.66 after taking into consideration the share subscriptions and renunciations received from the existing shareholders of the Company upto November 24, 2021 (the date of close of offer), in pursuance to ‘Ethos - Rights Issue 2021'.

46. Other Statutory Information

1) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

2) The Company does not have any transactions with companies struck off.

3) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

4) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

5) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)

with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries); or

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

6) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or;

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

7) The Company not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

8) The Company is not declared as wilful defaulter by any bank or financial institution.

9) The Company does not projects as CWIP and Intangible assets under development where completion is overdue, exceeded its cost or activity is suspended.

47. During the previous year, The Board of the Directors of the Company, at its meeting held on March 28, 2022 has approved the allotment of 302,663 equity shares of Rs.10 each at a premium of Rs.816 per share aggregating to Rs.2,499.99, towards Pre-IPO placement through Preferential allotment. The paid up equity share capital of the Company, after such allotment, stands revised to Rs.1,907.82.

48. During the year ended March 31,2023, the Company has completed its Initial Public Offering (‘IPO') of 45,81,500 equity shares of face value of Rs. 10 each at an issue price of Rs. 878 per share (including securities premium of Rs. 868 per share). The issue comprised of fresh issue of 42,71,070 equity shares aggregating to Rs. 37,500.00 and offer for sale of 3,10,430 equity shares aggregating to Rs. 2,725.58. The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on May 30, 2022.

Consequent to allotment of fresh issue, the paid-up equity share capital of the Company stands increased from Rs. 1,907.82 consisting of 1,90,78,163 equity shares of Rs.10 each to Rs. 2,334.92 consisting of 2,33,49,233 Equity Shares of Rs. 10 each.


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