Material
Documents

Offer Agreement dated January 21, 2022, among our Company, the Selling Shareholders and the Book Running Lead Managers and amendment to Offer Agreement dated April 26, 2022.

Registrar Agreement dated January 21, 2022, among our Company, the Selling Shareholders, and the Registrar to the Offer.

Service Provider cum Ad Agency Agreement dated January 21, 2022, among Company, the Selling Shareholders and ad agency

Escrow and Sponsor Bank Agreement dated April 26, 2022 among our Company, Selling Shareholders, the Registrar to the Offer, the Book Running Lead Managers, the Syndicate Members, and the Banker(s) to the Offer.

Share Escrow Agreement dated April 26, 2022 among our Company, Selling Shareholders, and the Share Escrow Agent.

Syndicate Agreement dated April 26, 2022 among our Company, the Selling Shareholders, the Book Running Lead Managers, the Syndicate Members, and the Registrar to the Offer.

Underwriting Agreement dated May 24, 2022 among our Company, the Selling Shareholders and the Underwriters.

Monitoring Agency Agreement dated April 26, 2022 between our Company and Monitoring Agency.

Certified copies of the Memorandum and Articles of Association of our Company, as amended from time to time.

Certificate of incorporation dated November 5, 2007 issued to our Company under the name of Kamla Retail Limited by the Assistant Registrar of Companies, Punjab, Himachal Pradesh, and Chandigarh.

Fresh certificate of incorporation dated March 5, 2012 issued by the RoC upon change in the name of our Company from Kamla Retail Limited to Ethos Limited.

Certificate of commencement of business dated November 16, 2007.

Annual report for the financial year ended March 31, 2021, March 31, 2020 and March 31, 2019 and audit report for nine months period ended December 31, 2021.

Resolution of meeting of our Board of Directors dated December 1, 2021 authorising the Offer and other related matters.

Resolution of the shareholders of KDDL Limited dated January 18, 2022, approving the alteration of capital structure of our Company

Resolution of our IPO Committee dated January 21, 2022, approving the Draft Red Herring Prospectus.

Resolution of our IPO Committee dated May 6, 2022, approving this Red Herring Prospectus.

Shareholders resolution dated January 18, 2022 pursuant to which the shareholders of our Company resolved to purchase the ‘Ethos’ and ‘Summit’ trademarks.

Board resolution dated December 30, 2021, approving policy of materiality of litigation and materiality of creditors

Board resolution dated December 1, 2021, approving the Offer

Board resolution dated December 30, 2021, taking on record the consent of Selling Shareholders

Board resolution dated February 6, 2014, approving Ethos-ESOP Scheme 2013

Board resolution dated November 8, 2021, approving reappointment of Yashovardhan Saboo

Board resolution dated August 4, 2014, approving sitting fees for attending board meeting and committee meeting.

Board resolution dated February 12, 2020, approving appointment of Manoj Gupta as Executive Director

Board resolution dated August 4, 2014, approving payment of 1% profit-sharing commission to the Non-Executive Directors of our Company

Board resolutions dated December 9, 2008, October 31, 2018 and December 30, 2021 regarding constitution and reconstitution of Audit Committee

Board resolutions dated August 4, 2014 and December 30, 2021 regarding constitution and reconstitution of Nomination and Remuneration Committee

Board resolutions dated October 7, 2015 and December 30, 2021 regarding constitution and reconstitution of Stakeholders Relationship Committee

Board resolutions dated December 30, 2021 regarding constitution of Risk Management Committee

Board resolutions dated February 4, 2019 and December 30, 2021 regarding constitution and reconstitution of Corporate Social Responsibility committee

Board resolutions dated December 1, 2021 regarding constitution of IPO Committee

Board resolutions dated December 30, 2021 approving the appointment of compliance officer

Board resolutions dated December 30, 2021 approving the dividend policy of our Company

Board resolutions dated April 7, 2022 approving and adopting Restated Consolidated Summary Statements for nine month period ended December 31, , 2021 and for the years ended March 31, 2021, March 31, 2020 and March 31, 2019

Shareholders’ resolution dated July 31, 2021 approving appointment of Patrik Paul Hoffman as Director, liable to retire by rotation

Board resolution dated June 11, 2021 approving appointment of Patrik Paul Hoffman as Additional Director

Shareholders’ resolution dated April 8, 2020 approving appointment of Manoj Gupta as Executive Director

Board resolution dated February 12, 2020 approving appointment of Manoj Gupta as an Additional Director

Board resolution dated March 29, 2018 approving cessation of Rajat Kakar as Independent Director w.e.f. February 25, 2018.

Board resolution dated April 9, 2018 approving appointment of Dilpreet Singh as an additional Director.

Shareholders’ resolution dated July 14, 2018 approving regularisation of Dilpreet Singh as an Independent Director

Board resolution dated April 9, 2018 approving appointment of Mohaimin Altaf as an Additional Director.

Shareholders’ resolution dated July 14, 2018 approving regularisation of Mohaimin Altaf as an Independent Director.

Shareholders' resolution dated January 18, 2022 pursuant to which our Company modified its Memorandum of Association to include carrying on the business of luxury cars including pre-owned luxury cars.

Shareholders' resolution dated March 5, 2016, pursuant to which our Company modified its Memorandum of Association to include carrying on the business of pre-owned watches.

Board resolution dated December 1, 2021 authorizing the officers of our Company to sign and execute agreements with new brands.

Board Resolution dated January 19, 2022, approving the working capital requirement of our Company

Consent letters as specified in Annexure A provided by Selling Shareholders, consenting to participate in the Offer for Sale.

Consents in writing of Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, Legal Counsel to the Offer, Legal Counsel to Selling Shareholder, Bankers to our Company, the Book Running Lead Managers, independent chartered accountant, the Syndicate Member(s),and the Registrar to the Offer, Sponsor Banks, Escrow Bank, Refund Bank, Public Offer Account Bank, Monitoring Agency, Special International Legal Counsel to Book Running Lead Managers to act in their respective capacities.

Written consent dated May 6, 2022 from S.R. Batliboi & Co. LLP, Chartered Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act to the extent and in their capacity as our Statutory Auditor, and in respect of their (i) examination report, dated April 7, 2022 on our Restated Consolidated Summary Statements; and (ii) their report dated April 26, 2022 on the Statement of Special Tax Benefits in this Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under the U.S. Securities Act.

Written consent dated May 6, 2022 from B S R & Co. LLP, Chartered Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act to the extent and in their capacity as our Predecessor Auditor and such consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under the U.S. Securities Act.

Consent dated January 15, 2022, B K S & Co., Chartered Accountants to include their name this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act to the extent and in their capacity as independent chartered accountant and such consent has not been withdrawn as on the date of this Red Herring Prospectus.

Consent letter from Technopak Advisors Private Limited dated April 26, 2022, to rely on and reproduce part or whole of the ‘Industry Report on Premium and Luxury Watch Retail in India dated April 26, 2022, prepared by Technopak Advisors Private Limited’, available on the following link: https://www.ethoswatches.com/investors-information and include their name in this Red Herring Prospectus.

The examination report dated April 7, 2022, of our Statutory Auditor on the Restated Consolidated Summary Statement.

The report dated April 26, 2022 on the statement of possible special tax benefits issued by our statutory auditors

Report titled “Industry Report on Premium and Luxury Watch Retail in India” dated April 26, 2022 issued by Technopak Advisors Private Limited

Investor presentation of KDDL Limited & Ethos Limited for November 2021 and February 2020 and May 2019.

Due diligence certificate dated January 21, 2021, addressed to SEBI.

In-principle listing approvals dated February 21, 2022 and February 21, 2022 issued by BSE and NSE, respectively.

Agreement to sell dated January 1, 2022, to transfer brand names by KDDL Limited in favour of our Company.

Tripartite agreement dated March 18, 2019 among our Company, CDSL and the Registrar to the Offer.

Tripartite agreement dated January 22, 2019 among our Company, NSDL and the Registrar to the Offer.

Disclosures made by KDDL Limited on the Stock Exchanges for all the new brand associations (e.g. Rimowa for luxury luggage on November 16, 2021 and Messika for luxury jewellery on February 18, 2022).

SEBI observation letter bearing reference number SEBI/NRO/NRO/NRO/P/OW/2022/16901/1, 2 and dated April 25, 2022