KDDL Ltd — AGM Information 2022

Sep 5, 2022

KDDL Limited

Kamla Centre, SCO 88-89, Sector 8-C, Chandigarh - 160 009, INDIA. Tel: +91 172 2548223/24, 2544378/79 Fax: +91 172 2548302, Website:www.kddl.com, CIN-L33302HP1981PLC008123

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Ref : KDDL/CS/2022-23/45 Date : 5[th] September, 2022

National Stock Exchange of India Limited BSE Limited, Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra, Dalal Street, Mumbai - 400001 Mumbai - 400 051

Trading Symbol : KDDL Scrip Code : 532054

Subject: Notice convening 42[nd] Annual General Meeting (AGM) of the Company

Dear Sir/ Madam,

Pursuant to regulation 34(1)(a) and all other applicable regulations of the SEBI ((Listing Obligations and Disclosure Requirements) Regulations, 2015, please be informed that 42[nd] AGM of KDDL Limited will be held on Tuesday, 27[th] September, 2022 at 12:00 P.M. (IST) through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM'). In this regard, we are appending herewith a copy of notice of 42[nd] AGM of the Company.

The Schedule of 42[nd] AGM of the Company is as under:

Event	Day, Date and Time
Cut-off date fordetermining eligible members for votingon AGM Resolution(s)	Tuesday, 20thSeptember, 2022
Commencement of remote e-voting	Thursday,22ndSeptember,2022 at 09:00 A.M.(IST)
End of remote e-voting	Monday, 26thSeptember, 2022 at 05:00 P.M. (IST)
Annual General Meeting (AGM)	Tuesday,27thSeptember,2022 at 12:00 P.M.(IST)

Please take the above information on record.

Thanking you,

Yours truly

For KDDL Limited

BRAHM Digitally signed PRAKASH by BRAHM PRAKASH KUMAR KUMAR

Brahm Prakash Kumar Company Secretary

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KDDL Limited

KDDL Limited

(CIN - L33302HP1981PLC008123)

Registered Office: Plot No 3, Sector-III, Parwanoo, Dis�. Solan, (H. P) -173220 Email: investor.complaints@kddl.com; Website: www.kddl.com Phone: 0172-2548223/24 &27, Fax: 0172-2548302

NOTICE

NOTICE is hereby given that 42nd Annual General Mee�ng (AGM) of KDDL Limited will be held on Tuesday 27th September, 2022 at 12:00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

The proceedings of the Annual General Mee�ng (“AGM”) shall be deemed to be conducted at the Registered Office of the company at Plot No 3 , Sector-III , Parwanoo, District salon ,(H.P)-173220 which shall be deemed to be the venue of the AGM.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company (Standalone as well as consolidated) for the financial year ended 31st March, 2022, the reports of the Board of Directors and Auditors thereon.

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1. To declare final dividend of Rs. 3 per equity share (@30%) for the financial year ended 31 March, 2022.

2. To re- appoint Mr. Jai Vardhan Saboo (DIN: 00025499) who re�res by rota�on at this Annual General Mee�ng and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. Authoriza�on for borrowings by way of unsecured fixed deposits from the shareholders of the Company.

To consider and if thought fit, to pass, with or without modifica�on(s), the following resolu�on as an Ordinary Resolu�on:

“RESOLVED THAT in accordance with the provisions of sec�on 73 and other applicable provisions, if any, of the Companies Act, 2013 (“the act”) and the rules made there under (including any statutory modifica�on (s) thereof for the �me being in force), approval of the shareholders of the Company, be and is hereby accorded to the Board of Directors of the Company to borrow money(s) from its shareholders by way of unsecured Fixed Deposits subject to compliance of all the condi�ons and maximum limits as stated under sec�on 73 of the act or any other applicable provisions of the act read with rules made thereunder.”

“RESOLVED FURTHER THAT the Deposits accepted by the Company, may be cumula�ve or non-cumula�ve as per the scheme framed by the Company and carrying rates of interest for the period varying from one year to three years specified in the Circular to be specifically approved by the Board of Directors of the Company.”

“RESOLVED FURTHER THAT the Board of Directors, be and is hereby, specifically authorized to do all such acts, deeds and things as may be necessary to give effect to the above resolu�on and to se�le any ques�on, difficulty or doubt that may arise in this regard.”

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KDDL Limited

5 Re-appointment of Mr. Sanjiv Sachar (DIN: 02013812) as an Independent Director of the Company.

To consider and if thought fit, to pass, with or without modifica�on(s), the following resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�ons 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the rules made there under read with Schedule IV to the Act, the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”) (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force) or any other applicable laws, rules and regula�ons as may be applicable from �me to �me and pursuant to the recommenda�ons of Nomina�on & Remunera�on Commi�ee and Board of Directors in their respec�ve mee�ngs held on 29th January, 2022, the consent of the Members of the Company be and is hereby accorded for the reappointment of Mr. Sanjiv Sachar (DIN: 02013812) who was appointed as an Independent Director of the Company for a period of 5(Five) years from 7th March, 2017 �ll 6th March, 2022” and being eligible offers himself for reappointment as an Independent Director and who has submi�ed a declara�on that he meets the criteria for independence as provided in Sec�on 149(6) of the Act and regula�on 16(1)(b) of Lis�ng Regula�ons as an Independent Director not liable to re�re by rota�on to hold office for a second term of 5 (five) consecu�ve years commencing from 7th March, 2022 to 6th March, 2027.”

“RESOLVED FURTHER THAT the Board of Directors (including its commi�ee thereof) of the Company be and is hereby authorized to se�le any ques�on, difficulty or doubt that may arise in giving effect to this resolu�on and to do all such acts, deeds, ma�ers and things and take all such steps (including filing of necessary forms and submi�ng in�ma�on with all concerned regulatory authori�es) as may be necessary, proper or expedient in this regard.”

6. To appoint Mr. Nagarajan Subramanian (DIN: 02406548) as an Independent Director of the Company.

To consider and if thought fit, to pass, with or without modifica�on(s), the following resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�ons 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the rules made there under read with Schedule IV to the Act, the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”) (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force) or any other applicable laws, rules and regula�ons as may be applicable from �me to �me and pursuant to the recommenda�ons of Nomina�on & Remunera�on Commi�ee and Board of Directors in their respec�ve mee�ngs held on 28th July, 2022, the consent of the Members of the Company be and is hereby accorded for the appointment of Mr. Nagarajan Subramanian (DIN: 02406548), who was appointed as an Addi�onal (Independent) Director of the Company by the Board of Directors w.e.f 28th July, 2022 and holds office up to the date of this Annual General Mee�ng and who has submi�ed a declara�on that he meets the criteria for independence as provided in Sec�on 149(6) of the Act and regula�on 16(1)(b) of the Lis�ng Regula�ons, as an Independent Director of the Company, not liable to re�re by rota�on, to hold office for a period of 4 (four) consecu�ve years commencing from 28th July, 2022 to 27th July, 2026.”

“RESOLVED FURTHER THAT the Board of Directors (including its commi�ee thereof) of the Company be and is hereby authorized to se�le any ques�on, difficulty or doubt that may arise in giving effect to this resolu�on and to do all such acts, deeds, ma�ers and things and take all such steps (including filing of necessary forms and submi�ng in�ma�on with all concerned regulatory authori�es) as may be necessary, proper or expedient in this regard.”

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KDDL Limited

7. To appoint Mrs. Neelima Tripathi (DIN: 07588695) as an Independent Director of the Company.

To consider and if thought fit, to pass, with or without modifica�on(s), the following resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�ons 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the rules made there under read with Schedule IV to the Act, the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”) (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force) or any other applicable laws, rules and regula�ons as may be applicable from �me to �me and pursuant to the recommenda�ons of Nomina�on & Remunera�on Commi�ee and Board of Directors in their respec�ve mee�ngs held on 28th July, 2022, the consent of the Members of the Company be and is hereby accorded for the appointment of Mrs. Neelima Tripathi (DIN: 07588695), who was appointed as an Addi�onal (Independent) Director of the Company by the Board of Directors w.e.f 28th July, 2022 and holds office up to the date of this Annual General

Mee�ng and who has submi�ed a declara�on that she meets the criteria for independence as provided in Sec�on 149(6) of the Act and regula�on 16(1)(b) of the Lis�ng Regula�ons, as an Independent Director of the Company, not liable to re�re by rota�on, to hold office for a period of 5 (five) consecu�ve years commencing from 28th July, 2022 to 27th July, 2027.”

“RESOLVED FURTHER THAT the Board of Directors (including its commi�ee thereof) of the Company be and is hereby authorized to se�le any ques�on, difficulty or doubt that may arise in giving effect to this resolu�on and to do all such acts, deeds, ma�ers and things and take all such steps (including filing of necessary forms and submi�ng in�ma�on with all concerned regulatory authori�es) as may be necessary, proper or expedient in this regard.”

8. Amendment in Ar�cles of Associa�on of the Company.

To consider and if thought fit, to pass, with or without modifica�on(s), the following resolu�on as Special Resolu�on:

“RESOLVED THAT pursuant to provisions of Sec�on 14 and other applicable provisions, if any, of the Companies Act, 2013, and rules made thereunder (including any statutory modifica�on(s) or re-enactment thereof, for the �me being in force), consent of the members of the Company be and is hereby accorded to amend the Ar�cles of Associa�on of the Company as follows :

(i) Inser�on the following new ar�cle 12C a�er the exis�ng clause 12B :

“12C- Buy back of Securi�es”

Subject to the applicable provisions of the Companies Act, 2013 for the �me being in force and corresponding provisions and guidelines prescribed by the Securi�es and Exchange Board of India or any other authority and rules made thereunder, the Company may purchase its own Shares or other Securi�es, and the Board of Directors may, when and if thought fit, buy back such of the Company's own Shares or Securi�es as it may think necessary, subject to such limits, upon such terms and condi�ons and subject to such approvals as required under the Companies Act, 2013, SEBI Regula�ons or any other competent authority, as may be permi�ed by Law.

“RESOLVED FURTHER THAT the Board of Directors (including its commi�ee thereof) of the Company be and is hereby authorized to se�le any ques�on, difficulty or doubt that may arise in giving effect to this resolu�on and to do all such acts, deeds, ma�ers and things and take all such steps (including filing of necessary forms and submi�ng in�ma�on with all concerned regulatory authori�es) as may be necessary, proper or expedient in this regard.”

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KDDL Limited

9. Approval for One Time Value Crea�on Award for Mr. Yashovardhan Saboo, Chairman & Managing Director of the Company.

To consider and, if thought fit, to pass, with or without modifica�on(s), the following resolu�on as a Special Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�ons 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with rules made thereunder, applicable provisions of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (including any statutory modifica�on or re-enactment thereof for the �me being in force), the Ar�cles of Associa�on of the Company and based on the recommenda�ons of Nomina�on and Remunera�on Commi�ee, the Board of Directors and subject to all statutory approvals, if any, the consent of the members of the Company be and is hereby accorded for the payment of One Time Value Crea�on Award of 2% of the gain in the value of total investment of KDDL in Ethos Limited i.e. the value of total investment at the price per share allo�ed in IPO of Ethos Limited over its book value as on date of IPO, amoun�ng to Rs. 1900 lacs (One thousands nine hundred lacs) only subject to TDS and all other statutory deduc�ons, if any, to Mr. Yashovardhan Saboo, Chairman & Managing Director of the Company on such terms and condi�ons as the Board of Directors (including its commi�ee thereof) may determine in best interest of the Company.”

“RESOLVED FURTHER THAT the Board of Directors (including its commi�ee thereof) of the Company be and is hereby authorized to se�le any ques�on, difficulty or doubt that may arise in giving effect to this resolu�on and to do all such acts, deeds, ma�ers and things and take all such steps (including filing of necessary forms and submi�ng in�ma�on with all concerned regulatory authori�es) as may be necessary, proper or expedient in this regard.”

10. Ra�fica�on of Remunera�on to Cost Auditor for the financial year 2022-23

To consider and if thought fit, to pass, with or without modifica�on, the following Resolu�on as an Ordinary Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�on 148 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifica�on(s) or re-enactment(s) thereof, for the �me being in force) the remunera�on payable to M/s Khushwinder Kumar & Co., Cost Accountants (FRN: 100123) appointed by the Board of the Company to conduct the audit of cost records pertaining to electricals or electronic products and tools of the Company for the financial year 2022-23 amoun�ng to Rs. 50,000/- (Rs. Fi�y thousands) only plus GST & out of pocket expenses incurred in connec�on with the audit, be and is hereby ra�fied and confirmed”

“RESOLVED FURTHER THAT the Board of Directors (including its commi�ee thereof) of the Company be and is hereby authorized to se�le any ques�on, difficulty or doubt that may arise in giving effect to this resolu�on and to do all such acts, deeds, ma�ers and things and take all such steps (including filing of necessary forms and submi�ng in�ma�on with all concerned regulatory authori�es) as may be necessary, proper or expedient in this regard.”

Date: 28th July, 2022 For and on behalf of the Board of Directors Place: Chandigarh

Brahm Prakash Kumar Company Secretary

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KDDL Limited

NOTES:

1. An Explanatory Statement pursuant to Sec�on 102 (1) of the Companies Act, 2013, se�ng out the details pertaining to Special Business at the Annual General Mee�ng (the “AGM”), is annexed hereto.

2. Pursuant to the General Circular nos. 14/2020, 17/2020, 20/2020, 02/2021 issued by the Ministry of Corporate Affairs (MCA) and Circular no. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 issued by the SEBI (hereina�er collec�vely referred to as “the Circulars”), the companies are allowed to hold AGM through Video Conference (VC) or Other Audio Visual Means (OAVM), without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC/OAVM. The deemed venue for the AGM shall be Registered office of the Company.

3. Since the AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical a�endance of Members has been dispensed with. Accordingly, the facility for appointment of proxies will not be available for the AGM and hence, the Proxy Form and A�endance Slip are not annexed to this No�ce.

4. In compliance with the aforesaid MCA Circulars, No�ce of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or CDSL / NSDL (“Depositories”). Members may note that the No�ce and Annual Report 2021-22 will also be available on the Company's website www.kddl.com, websites of the Stock Exchanges i.e. BSE Limited and Na�onal Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respec�vely.

5. Members a�ending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Sec�on 103 of the Act. In accordance with Secretarial Standard -2 on General Mee�ngs issued by ins�tute of Company Secretaries of India (“ICSI”) read with Clarifica�on/Guidance on applicability of Secretarial Standard-1 and 2 dated 15th April, 2020 issued by the ICSI ,the proceeding of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be deemed venue of the AGM. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this No�ce.

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7. The Shareholders of the Company at 39 Annual General Mee�ng appointed S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registra�on No 301003E/E300005), as Statutory Auditors of the Company, for a term of five years to hold office from the conclusion of the 39th Annual General Mee�ng of the Company �ll the conclusion of the 44th Annual General Mee�ng. The requirement to place the ma�er rela�ng to appointment of auditors for ra�fica�on by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, no resolu�on is being proposed for ra�fica�on of appointment of Statutory Auditors at the ensuring AGM.

8. The Register of Member and the Share Transfer books of the Company will remain closed from 20th September, 2022 to 27th September, 2022 (both days inclusive) for the purpose of 42nd Annual General Mee�ng (AGM) of the Company.

9. Members holding shares in electronic form are hereby informed that bank par�culars registered against their respec�ve depository accounts will be used by the Company for payment of dividend. The Company or its Registrars cannot act on any request received directly from the Members holding shares in electronic form for any change of bank par�culars or bank mandates. Such changes are to be advised only to the Depository Par�cipant of the Members. Members holding shares in physical form and are desirous of either registering bank par�culars or changing bank par�culars already registered against their respec�ve folios for payment of dividend are requested to write to the Company/RTA.

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KDDL Limited

1. In accordance with the provisions of Regula�on 40 (1) of the Securi�es and Exchange Board of India (Lis�ng Obliga�on and disclosure Requirements) Regula�on, 2015, effec�ve from April 1, 2019, transfer of securi�es of the company shall not be processed unless the securi�es are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them and par�cipate in corporate ac�ons.

2. In accordance with the provisions of Sec�on 124 of the Companies Act, 2013 and rules made their under, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Educa�on and Protec�on Fund (IEPF), cons�tuted by the Central Government. In terms of the provisions of Investor Educa�on and Protec�on Fund Authority (Accoun�ng, Audit, Transfer & Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amount lying with the Company on its website.

3. To prevent fraudulent transac�ons, members are advised to exercise due diligence and no�fy the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Par�cipant and holdings should be verified.

4. The Securi�es and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every par�cipant in securi�es market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Par�cipants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ RTA.

5. As required under regula�ons 36(3) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, the relevant details of Director re�ring by rota�on and/or seeking re-appointment at the ensuing AGM are furnished as annexure A to this no�ce of AGM.

6. The Shareholders who have not registered their e-mail address are requested to update their e-mail addresses with their depository par�cipants in case the shares are held in demat form or with the company/RTA in case the share are held in physical form to enable the Company to send all the communica�ons including Annual Report, No�ces, Circulars, etc. electronically.

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8. Members may also note that the No�ce of 42 Annual General Mee�ng and the Annual Report for 2021-22 will also be available on the Company's website www.kddl.com for their download. The physical copies of the aforesaid documents will also be available at the Company's Registered Office for inspec�on during normal business hours on all working days. Even a�er registering for e-communica�on, members are en�tled to receive such communica�on in physical form, upon making a request for the same, by post free of cost. For any communica�on, the shareholders may also send requests to the Company's investor email id: investor.complaints@kddl.com.

9. In case of joint holders a�ending the mee�ng, only such joint holder who is higher in the order of names will be en�tled to vote.

10. Corporate Members intending to send their authorized representa�ves to par�cipate and vote through remote e-vo�ng or at the AGM pursuant to Sec�on 113 of the Companies Act, 2013 are requested to send to the company a cer�fied copy of the Board Resolu�on/Authority Le�er etc. authorizing their representa�ve to a�end and vote.

11. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Sec�on 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which the Directors are

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KDDL Limited

interested maintained under Sec�on 189 of the Companies Act, 2013 will be available for inspec�on by the members at the AGM. All documents referred in the no�ce will also be available for electronic inspec�on without any late fee by the members.

1. Members are requested to note that, dividends if not encashed for a consecu�ve period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Educa�on and Protec�on Fund (“IEPF”). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the s�pulated �meline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online applica�on to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.

20. Remote E-vo�ng :

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE ASUNDER:-

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The remote e-vo�ng period shall commence on Thursday, 22 September, 2022 at 9:00 a.m. and ends on Monday, 26th September, 2022 at 5:00 p.m. The remote e-vo�ng module shall be disabled by NSDL for vo�ng therea�er. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Tuesday 20th September, 2022 may cast their vote electronically. The vo�ng right of shareholders shall be in propor�on to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday 20th September, 2022.

How do I vote electronically using NSDL e-Vo�ng system?

The way to vote electronically on NSDL e-Vo�ng system consists of “Two Steps” which are men�oned below:

Step 1: Access to NSDL e-Vo�ng system

• A) Login method for e-Vo�ng and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Vo�ng facility.

Login method for Individual shareholders holding securi�es in demat mode is given below:

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KDDL Limited

	Type of shareholders	Login Method
	Individual Shareholders holding securi�es in demat mode with NSDL.	1. If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: h�ps://eservices.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under “IDeAS” sec�on. A new screen will open. You will have to enter your User ID and Password. A�er successful authen�ca�on, you will be able to see e-Vo�ng services. Click on “Access to e-Vo�ng” under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on op�ons available against company name or e-Vo�ng service provider – NSDL and you will be re-directed to NSDL e-Vo�ng website for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng. 2. If the user is not registered for IDeAS e-Services, op�on to register is available at h�ps://eservices.nsdl.com. Select “Register Online for IDeAS”Portal or click ath�ps://eservices.nsdl.com/SecureWeb/Ideas DirectReg.jsp 3. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on. A new screen will open. You will have to enter your User ID (i.e. your sixteen digitdemat account number held with NSDL), Password/OTP and a Verifca�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click on op�ons available against company name or e-Vo�ng service provider - NSDL and you will be redirected to e-Vo�ng website of NSDLfor cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng.
	Individual Shareholders holding securi�es in demat mode with CDSL.	1. Exis�ng users who have opted for Easi / Easiest, they can login through their user id and password. Op�on will be made available to reach e- Vo�ng page without any further authen�ca�on. The URL for users to login to Easi / Easiest areh�ps://web.cdslindia.com /myeasi/ home/ loginor www.cdslindia.com and click on New System Myeasi. 2. A�er successful login of Easi/Easiest the user will be also able to see the E Vo�ng Menu. The Menu will have links of e-Vo�ng service provider i.e. NSDL. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, op�on to register is available at h�ps://web.cdslindia.com/myeasi /Registra�on /Easi Registra�on

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KDDL Limited

4. Alterna�vely, the user can directly access e-Vo�ng page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. A�er successful authen�ca�on, user will be provided links for the respec�ve ESP i.e. NSDL where the e-Vo�ng is in progress.

Individual Shareholders (holding securi�es in demat mode) login through their depository par�cipants

You can also login using the login creden�als of your demat account through your Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility. Once login, you will be able to see e-Vo�ng op�on. Once you click on e- Vo�ng op�on, you will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see e-Vo�ng feature. Click on op�ons available against company name or e-Vo�ng service provider-NSDL and you will be redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website.

Helpdesk for Individual Shareholders holding securi�es in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securi�es in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evo�ng@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securi�es in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evo�ng@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securi�es in demat mode and shareholders holding securi�es in physical mode.

How to Log-in to NSDL e-Vo�ng website?

1. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps:// www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verifica�on Code as shown on the screen.

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KDDL Limited

Alterna�vely, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at h�ps://eservices.nsdl.com/ with your exis�ng IDEAS login. Once you log-in to NSDL e-services a�er using your log-in creden�als, click on e- Vo�ng and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Vo�ng, then you can user your exis�ng password to login and cast your vote.

3. b) If you are using NSDL e-Vo�ng system for the first �me, you will need to retrieve the ‘ini�al password’ which was communicated to you. Once you retrieve your ‘ini�al password’, you need to enter the ‘ini�al password’ and the system will force you to change your password.

4. c) How to retrieve your ‘ini�al password’?

5. (i) If your email ID is registered in your demat account or with the company, your ‘ini�al password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the a�achment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘ini�al password’.

6. (ii) If your email ID is not registered, please follow steps men�oned below in process for those shareholders whose email ids are not registered

7. If you are unable to retrieve or have not received the “ Ini�al password” or have forgo�en your password:

8. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) op�on available on www.evo�ng.nsdl.com.

9. b) Physical User Reset Password?” (If you are holding shares in physical mode) op�on available on www.evo�ng.nsdl.com.

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KDDL Limited

• c) If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request at evo�ng@nsdl.co.in men�oning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for cas�ng the votes on the e-Vo�ng system of NSDL.

• A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.

• Now, you will have to click on “Login” bu�on.

• A�er you click on the “Login” bu�on, Home page of e-Vo�ng will open.

Step 2: Cast your vote electronically and join General Mee�ng on NSDL e-Vo�ng system.

How to cast your vote electronically and join General Mee�ng on NSDL e-Vo�ng system?

1. A�er successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose vo�ng cycle and General Mee�ng is in ac�ve status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Vo�ng period and cas�ng your vote during the General Mee�ng. For joining virtual mee�ng, you need to click on “VC/OAVM” link placed under “Join General Mee�ng”.

3. Now you are ready for e-Vo�ng as the Vo�ng page opens.

4. Cast your vote by selec�ng appropriate op�ons i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirma�on, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print op�on on the confirma�on page.

7. Once you confirm your vote on the resolu�on, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Ins�tu�onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/ Authority le�er etc. with a�ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru�nizer by e-mail to ajaykcs@gmail.com with a copy marked to investor.complaints@kddl.com

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al. Login to the e-vo�ng website will be disabled upon five unsuccessful a�empts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” op�on available on www.evo�ng.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Ques�ons (FAQs) for Shareholders and e-vo�ng user manual for Shareholders available at the download sec�on of www.evo�ng.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Amit Vishal at evo�ng@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registra�on of e mail ids for e-vo�ng for the resolu�ons set out in this no�ce:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the

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KDDL Limited

share cer�ficate (front and back), PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) by email to investor@masserv.com or investor.complaints@kddl.com

1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) to investor@masserv.com or ajaykcs@gmail.com. If you are an Individual shareholders holding securi�es in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e.Login method for e-Vo�ng and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode.

2. Alterna�vely shareholder/members may send a request to evo�ng@nsdl.co.infor procuring user id and password for e-vo�ng by providing above men�oned documents.

3. In terms of SEBI circular dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Vo�ng facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

1. The procedure for e-Vo�ng on the day of the AGM is same as the instruc�ons men�oned above for remote e- vo�ng.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolu�ons through remote e-Vo�ng and are otherwise not barred from doing so, shall be eligible to vote through e-Vo�ng system in the AGM.

3. Members who have voted through Remote e-Vo�ng will be eligible to a�end the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Vo�ng on the day of the AGM shall be the same person men�oned for Remote e-vo�ng.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to a�end the AGM through VC/OAVM through the NSDL e-Vo�ng system. Members may access by following the steps men�oned above for Access to NSDL e-Vo�ng system. A�er successful login, you can see link of “VC/OAVM link” placed under “Join General mee�ng” menu against company name. You are requested to click on VC/OAVM link placed under Join General Mee�ng menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Vo�ng or have forgo�en the User ID and Password may retrieve the same by following the remote e-Vo�ng instruc�ons men�oned in the no�ce to avoid last minute rush.

2. Members are encouraged to join the Mee�ng through Laptops for be�er experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the mee�ng.

4. Please note that Par�cipants Connec�ng from Mobile Devices or Tablets or through Laptop connec�ng via Mobile Hotspot may experience Audio/Video loss due to Fluctua�on in their respec�ve network. It is therefore recommended to use Stable Wi-Fi or LAN Connec�on to mi�gate any kind of aforesaid glitches.

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KDDL Limited

1. Shareholders who would like to express their views/have ques�ons may send their ques�ons in advance men�oning their name demat account number/folio number, email id, mobile number at investor.complaints@kddl.com . The same will be replied by the company suitably.

General Instruc�ons

• i. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be en�tled to avail the facility of remote e- vo�ng as well as vo�ng at the AGM.

• ii. Shri Ajay Kumar Arora, Prac�cing Company Secretary (Membership No. FCS-2191 & CP No. 993), has been appointed for as the Scru�nizer for providing facility to the members of the Company to scru�nize the vo�ng and remote e-vo�ng process in a fair and transparent manner.

• iii. The Chairman shall, at the AGM, at the end of discussion on the resolu�ons on which vo�ng is to be held, allow vo�ng for all those members who are present VC/OAVM at the AGM but have not cast their votes by availing the remote e-vo�ng facility.

• iv. The Scru�nizer shall a�er the conclusion of vo�ng at the AGM, will first count the votes cast at the mee�ng and therea�er unblock the votes cast through remote e-vo�ng in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the AGM, a consolidated scru�nizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him, who shall countersign the same and declare the result of the vo�ng forthwith.

• v. The Results declared along with the report of the Scru�nizer shall be placed on the website of the Company www.kddl.com and on the website of NSDL immediately a�er the declara�on of result by the Chairman or a person authorized by him in wri�ng and communicated to the BSE Limited and Na�onal Stock Exchange of India.

• vi. The resolu�ons shall be deemed to be passed on the date of AGM subject to the receipt of sufficient votes through a compila�on of vo�ng results (i.e. remote e-vo�ng along with the vo�ng held at the AGM.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

Sec�on 73(2) of the Companies Act, 2013 (“the Act”) makes it mandatory for the Company to obtain approval of General Mee�ng before accep�ng any borrowing from the shareholder by way of Fixed Deposits. As the condi�ons and maximum limits for accep�ng deposits from the Shareholders have been laid down in the Companies (Acceptance of Deposits) Rules, 2014 (“the rules”) so approval of the shareholders is required for accep�ng deposits a�er complying with all the condi�ons stated in Sec�on 73(2) of the Act and within the limits prescribed under the rules.

In view of above, approval of shareholders is sought by way of an Ordinary Resolu�on under sec�on 73(2) and other applicable provisions of the act as set out at item no. 4 of the no�ce.

No Director, Key Managerial Personnel and their rela�ves are in any way, concerned or interested in the resolu�on, set out at item no. 4 of the no�ce.

The Board recommends the Ordinary Resolu�on as set out at item no.4 in the no�ce for approval by the members

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KDDL Limited

ITEM NO.5

Mr. Sanjiv Sachar (DIN: 02013812) is an Independent Director of the Company and his first term of five years was completed on 6th March, 2022. As per Sec�on 149(10) of Companies Act, 2013 (“the Act”) read with regula�on 25(2A) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (Lis�ng Regula�ons), an Independent Director shall hold office for a term of upto five years but shall be eligible for re-appointment for a further term upto five years on passing a special resolu�on by the Company. Mr. Sanjiv Sachar has given a declara�on to the effect that he meets the criteria of independence as provided under Sec�on 149(6) of the Act and regula�on 16(1)(b) of the Lis�ng Regula�ons along with a declara�on under Sec�on 164(2) of the Act read with the rules made there under, confirming he is not disqualified to be re-appointed as a Director of the Company. The Company has also received consent in wri�ng from him to act as Director of the Company and a declara�on that he is not debarred from holding of office of Director pursuant to any SEBI order.

In the opinion of the Board, Mr. Sanjiv Sachar fulfils the condi�ons for re-appointment as an Independent Director as specified in the Act/Lis�ng Regula�ons and he is independent of the management. The Board of Directors, on the basis of the report of performance evalua�on and considering his knowledge, skills and experience, has recommended re-appointment of Mr. Sanjiv Sachar as an Independent Director of the Company for second term of 5 (five) consecu�ve years commencing from 7th March, 2022 to 6th March, 2027, not liable to re�re by rota�on.

The brief profile, specific areas of his exper�se and other informa�on as required under Lis�ng Regula�ons are provided at the end of the no�ce.

No Director, Key Managerial Personnel and their rela�ves except appointee himself, are in any way, concerned or interested in the resolu�on, set out at item no. 5 of the no�ce.

The Board recommends the Resolu�on set out at item no. 5 of the no�ce for the approval of the members as a Special Resolu�on.

ITEM NO. 6

The Board of Directors appointed Mr. Nagarajan Subramanian (DIN: 02406548) as an Addi�onal (Independent) Director of the Company with effect from 28th July, 2022 who in terms of the provisions of Sec�on 161(1) of the Act, shall hold office upto the date of this Annual General Mee�ng and is eligible for the appointment as an Independent Director.

Pursuant to the provisions of Sec�on 150(2) read with Sec�on 152(2) of the Act, the appointment of Independent Director shall be approved by the members of the Company in general mee�ng. Also, in terms of the provisions of regula�on 25(2A) of the SEBI Lis�ng Regula�ons, the appointment of an Independent Director of a listed en�ty, shall be subject to the approval of shareholders by way of a Special Resolu�on. Mr. Nagarajan Subramanian (DIN: 02406548) has given a declara�on to the effect that he meets the criteria of independence as provided under Sec�on 149(6) of the Act and regula�on 16(1)(b) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 along with a declara�on under Sec�on 164(2) of the Companies Act, 2013 read with the rules made there under, confirming he is not disqualified to be appointed as a Director of the Company. The Company has also received consent in wri�ng from him to act as Director of the Company and a declara�on that he is not debarred from holding of office of director pursuant to any SEBI order

In the opinion of the Board, Mr. Nagarajan Subramanian (DIN: 02406548) fulfils the condi�ons for appointment as an Independent Director as specified in the Act/Lis�ng Regula�ons and he is independent of the management. Considering his knowledge, skills and experience, the Board of Directors has recommended the appointment of Mr. Nagarajan Subramanian as an Independent Director for a term of 4 (four) consecu�ve years

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w.e.f. 28th July, 2022 on the Board of the Company. The brief profile, specific areas of his exper�se and other informa�on as required under Lis�ng Regula�ons are provided at the end of the no�ce.

No Director, Key Managerial Personnel and their rela�ves except appointee himself, are in any way, concerned or interested in the resolu�on, set out at item no. 6 of the no�ce.

The Board recommends the Resolu�on set out at item no. 6 of the no�ce for the approval of the members as a Special Resolu�on.

ITEM NO. 7

The Board of Directors appointed Mrs. Neelima Tripathi (DIN: 07588695), as an Addi�onal (Independent) Director of the Company with effect from 28th July, 2022 who in terms of the provisions of Sec�on 161(1) of the Act, shall hold office upto the date of this Annual General Mee�ng and is eligible for the appointment as an Independent Director.

Pursuant to the provisions of Sec�on 150(2) read with Sec�on 152(2) of the Act, the appointment of Independent Director shall be approved by the members of the Company in general mee�ng. Also, in terms of the provisions of regula�on 25(2A) of the SEBI Lis�ng Regula�ons, the appointment of an Independent Director of a listed en�ty, shall be subject to the approval of shareholders by way of a Special Resolu�on. Mrs. Neelima Tripathi (DIN: 07588695) has given a declara�on to the effect that she meets the criteria of independence as provided under Sec�on 149(6) of the Act and regula�on 16(1)(b) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 along with a declara�on under Sec�on 164(2) of the Companies Act, 2013 read with the rules made there under, confirming she is not disqualified to be appointed as a Director of the Company. The Company has also received consent in wri�ng from her to act as Director of the Company and a declara�on that she is not debarred from holding of office of director pursuant to any SEBI order

In the opinion of the Board, Mrs. Neelima Tripathi (DIN: 07588695), fulfils the condi�ons for appointment as an Independent Director as specified in the Act/Lis�ng Regula�ons and she is independent of the management. Considering her knowledge, skills and experience, the Board of Directors has recommended the appointment of Mrs. Neelima Tripathi as an Independent Director for a term of 5 (five) consecu�ve years w.e.f. 28th July, 2022 on the Board of the Company. The brief profile, specific areas of her exper�se and other informa�on as required under Lis�ng Regula�ons are provided at the end of the no�ce.

No Director, Key Managerial Personnel and their rela�ves except appointee herself, are in any way, concerned or interested in the resolu�on, set out at item no. 7 of the no�ce.

The Board recommends the Resolu�on set out at item no. 7 of the no�ce for the approval of the members as a Special Resolu�on.

ITEM NO. 8

The Companies Act, 2013 (the act) allows the Companies to buy-back its own shares and securi�es. These shares/securi�es can be bought back only if the Company is authorised by Ar�cles of Associa�on. In terms of the above requirement, it is proposed to insert new ar�cle 12C a�er exis�ng ar�cle 12B in the Ar�cles of Associa�on of the Company as set out in detail in the resolu�on.

Provisions of Sec�on 14 of the act requires that a company may, by a special resolu�on, alter its Ar�cles of Associa�on of the Company, accordingly, approval of shareholders by way of Special Resolu�on is being sought though this resolu�on.

No Director, Key Managerial Personnel and their rela�ves are in any way, concerned or interested in the resolu�on, set out at item no. 8 of the no�ce.

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The Board recommends the special resolu�on as set out at item no. 8 in the no�ce for approval by the members.

A copy of the new Ar�cles of Associa�on is available for inspec�on at the Registered Office of the Company during business hours on any working day between 11:00 am to 2:30 pm up to the date of the Annual General Mee�ng.

ITEM NO. 9

Mr. Yashovardhan Saboo, Chairman & Managing Director of the Company was involved in promo�on of KDDL in 1981 and has since led it to the posi�on of market leadership in the business of high-quality watch components in India and abroad. He founded Ethos in 2003, ini�ally as a division of KDDL; in the year 2007, it was restructured as a separate company, which eventually became Ethos Limited.

As Managing Director of Ethos Limited Mr. Y. Saboo has been instrumental in raising Ethos Limited from a one store company to a largest retail chain of luxury Swiss watches in India. He has built strong brand rela�onships and architectured the pla�orm for our strategic business direc�on. With the strong leadership skills and vast experience in luxury retail business that he brought in the organisa�on, Ethos could paved its way for raising funds from public by way of an IPO and because of his vision and mission to get Ethos listed, the Company finally got listed on BSE Limited and Na�onal Stock Exchange of India Limited 30th May, 2022.

The strategic vision and diligent efforts of Mr. Y. Saboo has led to the crea�on of very significant value for all the stakeholders of KDDL Ltd. Besides the high standing and reputa�on of Ethos and KDDL in the global watch business, the value of the investment made by KDDL in the Ethos business has increased manifold. The value of investment in Ethos amoun�ng to Rs. 11,385 lacs (63.53 % shareholding held directly) had increased to Rs. 1,06,410 lacs ( based on the calcula�on of no. of shares held prior to IPO x Issue price of IPO). In addi�on, the Company held 12.02 % shareholding of Ethos Limited through Mahen Distribu�on Limited ( investment amount of Rs. 840 lacs) and its value had also increased to R.s. 20,134 lacs (based on the calcula�on of no. of shares held prior to IPO x Issue price of IPO).

In recogni�on of his inspira�onal leadership and value crea�on for KDDL, the Board of Directors at its mee�ng held on 28th July, 2022 pursuant to the recommenda�ons of Nomina�on & Remunera�on Commi�ee (NRC) and subject to the approval of Shareholders and all other approval including statutory approvals, if any, proposed one �me value crea�on award of 2% of the gain in the value of the total investment of KDDL in Ethos Ltd. i.e. the value of the total Investment at the price per share allo�ed in IPO of Ethos Limited over its book value as on the date of IPO. The award would amount to Rs. 1900 lacs calculated at 2% of the difference between the investment value of Rs. 93.51 per share as on 31th March 2022 and the IPO issue price Rs. 878 per share, for the total shareholding of 1,21,19,588 shares held by KDDL in Ethos as on 31th March 2022.

No Director, Key Managerial Personnel and their rela�ves except Mr. Yashovardhan Saboo are in any way, concerned or interested in the resolu�on, set out at item no. 9 of the no�ce.

The Board recommends the Special Resolu�on as set out at item no. 9 in the no�ce for approval by the members.

ITEM NO. 10

The Board of Directors at its mee�ng held on 28th July, 2022 upon the recommenda�on of the Audit Commi�ee, approved the appointment of M/s Khushwinder Kumar & Co., Cost Accountants (Registra�on No.100123) as the Cost Auditor of the Company to conduct the audit of cost records of the Company pertaining to Electricals or electronic products and tools for financial year commencing from 1st April, 2022 to 31st March, 2023 at a remunera�on of Rs. 50,000/-(Rs. Fi�y thousand ) only plus GST & out-of pocket expenses on actual basis.

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KDDL Limited

In terms of the provisions of Sec�on 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, (as amended from �me to �me) the remunera�on as men�oned above, payable to the Cost Auditor is required to be ra�fied by the Members of the Company. Accordingly, the Members are requested to ra�fy the remunera�on payable to the Cost Auditors for the financial year ending 31st March, 2023, as set out in the Ordinary Resolu�on for the aforesaid services to be rendered by them.

None of the Directors and / or Key Managerial Personnel of the Company and their rela�ves are in any way concerned or interested, financially or otherwise, in the said Resolu�on.

The Board of Directors recommends the Ordinary Resolu�on as set out at item No. 10 of the no�ce for approval by the Members.

Date: 28th July, 2022 Place: Chandigarh

For and on behalf of the Board of Directors

Brahm Prakash Kumar Company Secretary

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KDDL Limited

nd Details of Directors seeking appointment/re-appointment at 42 Annual General Mee�ng :	Mrs. Neelima Tripathi	th 11 September, 1963 th 28 July, 2022 NA She is B.A (Hons.) Economics from Sri Ram College of Commerce, qualifed Chartered Accountant and Law Graduate. She is registered with the Bar Council of Delhi and a prac�sing Senior Advocate. She has over 25 years of experience in handling Civil Suits, Commercial Courts ma�ers, Arbitra�ons, Writ Pe��ons, Corporate Commercial Transac�ons, Real Estate Advisory, Criminal ma�ers, Cons�tu�onal issues, Appearances at Tribunals and Courts. She has also taught as Adjunct Professor at Jindal Global Law University and is also engaged with two NGOs working for women empowerment. Presently, She is an Independent Director on the Board of Ethos Limited
	Mr. Nagarajan Subramanian	th 10 April, 1956 th 28 July, 2022 NA He graduated in Mechanical Engineering ( Madras University, 1978 ) and did post-graduate Diploma in Management from IIM, Ahmedabad ( 1980 ). He has worked in various posi�ons in sales and marke�ng, business development and strategic p lan n in g with 3 blue-chip companies ( Voltas Limited; Titan Industries Ltd and Walt Disney India Pvt. Ltd ). He set up the highly successful Retail chain “World of Titan” and made it an Indian b e n c h m a r k fo r s u c c e s s f u l franchising of a retail concept. He le� Walt Disney India P. Ltd as the Country Director for Disney Consumer Products in 1995 and set up en theos consul�ng to advise lifestyle retail businesses in scaling up proftably. He also represented Warner Bros Consumer Products as their India representa�ve for over 10 years, leveraging the skillsets in retailing; franchising and licensing. Some of the marquee clients include Ma�el Toys Ltd., Ethos Ltd., Fossil India P Ltd., Triumph interna�onal, Warner Bros. Consumer Products; Baggit India P
	Mr. Sanjiv Sachar	th 4 October 1957 th 7 March, 2017 th 7 March, 2022 Mr. Sanjiv Sachar re�red on October 31, 2016 as the Senior Partner of Egon Zehnder, the world's largest privately held execu�ve search frm. Mr. Sanjiv set up the Egon Zehnder prac�ce in India in 1995 and has played a key role in establishing the frm as a market leader in the execu�ve search space across various industry segments. For 5 years Mr. Sanjiv was the India Country Head. In addi�on, he was a core member of the Firm's Global Financial Services and Industrial Prac�ce and led the CFO prac�ce in India. In 1985, Mr. Sanjiv co-founded a Chartered Accountancy and Management Consul�ng frm, Sachar Vasudeva & Associates. He also co-founded an Execu�ve Search Firm, Direct Impact. Mr. Sanjiv started his corporate career in the fnance func�on with SRF Nippondenso (now known as Denso), one of the world's largest manufacturer of starter motors. Post qualifying as a Chartered Accountant in 1982, Mr. Sanjiv started his career with the management consul�ng division of A F Ferguson (now part of Deloi�e).
	Mr. Jai Vardhan Saboo	th 7 July, 1963 th 12 December, 2016 th 11 September, 2019 Mr. Jai Vardhan Saboo is a Promoter Director of our company since 2017. He serves as the Chief Execu�ve Ofcer of Harmonia Holdings Group LLC, a leading systems integrator and informa�on technology services company in the United States. Mr. Saboo also has various other business interests in the US and is an ac�ve angel investor in startups around the world. He is an ac�ve philanthropist and serves on the na�onal board for Pratham USA. He has over 30 years of interna�onal business experience in mul�ple industries and is an alumnus of the Kellogg S c h o o l o f M a n a ge m e nt at Northwestern University and the Wharton School at the University of Pennsylvania.
	Name of the Director	Date of brith Date of frst appointment on the Board Date of re-appointment Profle/Exper�se in specifc func�onal areas
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KDDL Limited

Mrs. Neelima Tripathi	B.A (Hons.) Economics, Qualifed Chartered Accountant and Law Graduate. NA Ethos Limited NA - NA
Mr. Nagarajan Subramanian	Ltd., just to name a few. Presently, he is an Independent Director on the Board of Ethos Limited. He is a life-�me member of Centre for Independent Directors ( IICA ) Mechanical Engineering post- graduate Diploma in Management from IIM, Ahmedabad NA Ethos Limited Member of Audit Commi�ee - NA
Mr. Sanjiv Sachar	Mr. Sanjiv was Government of India's nominee for fve years on the frst board cons�tuted of Indian Ins�tute of Management, Rohtak. In addi�on, he was the member of the Strategic Advisory Commi�ee of the Board on HR for Bank of Baroda. He is currently on the boards of HDFC Bank and KDDL Chandigarh (holding company of Ethos Watches). In addi�on, Mr. Sanjiv is the Chairman of Delhi Chapter of Social Venture Partners, a global philanthropic network. Bachelor degree (Economic Honours) from Delhi University Hindu College and Fellow Member of the Ins�tute of Chartered Accountants of India 10 HDFC Bank Member of Audit Commi�ee of HDFC Bank 1521 NA
Mr. Jai Vardhan Saboo	M. Tech, MBA. 4 NA NA - - He is brother of Mr. Yashovardhan Saboo, Chairman & Managing Director of the Company.
Name of the Director	Qualifca�on No. Board Mee�ngs a�ended in fnancial year 2021-22 Directorship held in other Public companies (excluding foreign company and sec�on 8 company) Membership/ Chairmanship of Commi�ees of other Public companies (includes only Audit Commi�ee and Stakeholders' Rela�onship Commi�ee) Number of shares held in the Company Rela�onships with other directors/KMP
~~1~~
~~7~~ ~~9~~

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