Climate Change Data

Environmental Metrics

Climate Goals & Targets

Environmental Challenges

• Pandemic like Covid-19 or any future pandemic or any widespread health or other emergency could adversely affect our business, results of operations, financial condition and cash flows.
• We do not have definitive agreements for supply of products or fixed terms of trade with majority of our suppliers.
• Our business partly depends on the continued success and reputation of our third-party brands globally, and any negative impact on these brands, or a failure by us or owners of these brands to protect them, as well as other intellectual property rights and proprietary information, may adversely affect our business, results of operations, financial condition and cash flows.
• We have certain contingent liabilities as of December 31, 2021, March 31, 2021, March 31, 2020, and March 31, 2019 as per Ind AS 37 as disclosed in our financial statements, which if materialize, may adversely affect our financial condition.
• Most of our suppliers works with is on a non-exclusive basis, in absence of exclusivity with our suppliers we may be subject to competition from the entities which may have more resources than us.
• We are dependent on watch brands for the manufacturing of all the products we sell.
• Our inability to identify customer demand accurately and maintain an optimal level of inventory in our stores may impact our operations adversely.
• We have been subject to various litigation, regulatory and other proceedings and same are pending at various level of adjudication.
• Our business and its sales are significantly concentrated among certain stores.
• Our independent directors own equity share in our Company.
• Inability to protect our intellectual property rights may adversely affect our business.
• If we are unable to effectively manage or expand our retail network and operations or pursue our growth strategy, our stores may not achieve our expected level of profitability which may adversely affect our business prospects, financial condition and results of operations.
• Any security breach or any failure in our IT system or IT system of our suppliers, failure to detect fraud on our part, may affect our operation and increase our operational costs, and cause losses.
• Our wholly owned subsidiary, Cognition Digital LLP may incur losses in the future.
• The premises of all our stores and warehouses are leased.
• The growth of online retailers may create pricing pressures, increase competition, and adversely affect our business, results of operations and financial condition.
• Our inability to maintain a consistently high-quality experience for our customers across our sales channels could adversely affect our business and results of operations.
• Our credit rating has been downgraded in the past.
• We have incurred losses in Fiscal 2020.
• Our registered office and corporate office are situated on the property owned by KDDL Limited.
• Yashovardhan Saboo and KDDL Limited, the Selling Shareholders forming part of the Promoters of our Company, have provided guarantees in respect of financial facilities availed by us.
• We depend on the services of our key personnel to manage our business, and the departure of such personnel, or the failure to recruit and retain additional qualified personnel, could adversely affect our business.
• Our business is susceptible to shortage of the products due to pilferage, damages and theft.
• Most of our suppliers work with us on a non-exclusive basis, and in absence of exclusivity with our suppliers, we may be subject to competition from the entities which may have more resources than us.
• We face foreign exchange risks that could adversely affect our results of operations and cash flows.
• Any variation in the utilisation of the Net Proceeds from the Fresh Issue as disclosed in this Red Herring Prospectus shall be subject to certain compliance requirements, including prior shareholders’ approval.
• Our Statutory Auditor has included certain emphasis of matters in audited financials of our Company.
• Certain of our Directors and Key Managerial Personnel are interested in our Company’s performance in addition to their remuneration and reimbursement of expenses.
• Any increase in regulatory duties payments including the customs/import duties may affect our business.
• Any delay in RoC filings may expose us to penalties from the regulators.
• Our ability to raise foreign capital may be constrained by Indian law.
• We are required to obtain, renew or maintain certain statutory and regulatory permits and approvals required to operate our business, and if we fail to do so in a timely manner or at all, or these requirements are made more stringent, we may be unable to fully or partially operate our business and our results of operations may be adversely affected.
• Our business is subject to seasonality.
• We have obtained moratorium on our financial facilities.
• Our Company has secured loans which are repayable on demand and have other restrictive conditions.
• We operate in a competitive market and any increase in competition may adversely affect our business and financial condition.
• We have entered into, and may continue to enter into, related party transactions which may not always enable us to achieve the most favourable terms.
• We may be unable to grow our business in new location, which may adversely affect our business prospects and results of operations.
• We are exposed to increased risk of privacy and security breaches in light of evolving laws in respect of the privacy laws.
• Our business is manpower intensive and subject to high attrition.
• We do not have insurance policies to cover all possible events, and our current insurance policies may be insufficient to cover all future costs and losses the incurrence or magnitude of which are unforeseen or unpredictable and could result in an adverse effect on our business operations and results of operations.
• Our Company may not be able to pay dividends in the future.
• We depend on third-parties for our transportation needs.
• If we are unable to raise additional capital, our business prospects could be adversely affected.
• If we are unable to establish and maintain an effective system of internal controls and compliances our business and reputation could be adversely affected.
• Our Company was forced to close its stores as lessor decline to renew the lease agreements.
• Industry information included in this Red Herring Prospectus has been derived from a third party industry report, exclusively commissioned and paid for by us.
• We will not receive any proceeds from the Offer for Sale.
• We have issued Equity Shares in the last 12 months at prices that may be lower than the Offer Price.
• Our Managing Director, Yashovardhan Saboo is on the Board of Directors of our Joint Venture i.e. Pasadena Retail Private Limited, whose business is similar to ours.
• Article of association of our Promoter i.e., KDDL Limited, has certain restrictive covenants which may restrict our ability to raise funds.
• Our business may be adversely affected by changes in general macroeconomic and demographic factors in India.
• Financial instability in other countries may cause increased volatility in Indian financial markets.
• The occurrence of natural or man-made disasters or outbreak of global pandemics, such as the Covid-19 pandemic, could adversely affect our results of operations, cash flows and financial condition.
• Political, economic or other factors that are beyond our control may have an adverse effect on our business and results of operations.
• Changing laws, rules and regulations and legal uncertainties, including any adverse application of corporate and tax laws, may adversely affect our business, prospects and results of operations.
• A downgrade in ratings of India, may affect the trading price of the Equity Shares.
• Current economic conditions may adversely affect our business, results of operations and financial condition.
• If the rate of Indian price inflation increases, our business and results of operations may be adversely affected.
• Our operations may involve certain transactions in or with countries or persons that are subject to U.S. and other sanctions.
• The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.
• The trading volume and market price of the Equity Shares may be volatile following the Offer.
• Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and our management will have broad discretion over the use of the Net Proceeds.
• The Equity Shares have never been publicly traded and the Offer may not result in an active or liquid market for the Equity Shares.
• Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
• Certain of our existing shareholders or future shareholders together may be able to exert substantial voting control over us, which may limit your ability to influence corporate matters.
• There is no assurance that our Equity Shares will be listed on BSE and NSE in a timely manner or at all.
• Investors will not be able to sell immediately on an Indian Stock Exchange any of the Equity Shares they purchase in the Offer.
• Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us may dilute your shareholding and sale of Equity Shares by the Promoters may adversely affect the trading price of the Equity Shares.
• QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after the submission of their Bid, and Retail Individual Investors are not permitted to withdraw their Bids after closure of the Bid/Offer Closing Date.
• Investors may have difficulty enforcing foreign judgments against us or our management.
• Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign investors, which may adversely affect the trading price of the Equity Shares.
• A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian law.
• Investors may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may suffer future dilution of their ownership position.
• The requirements of being a publicly listed company may strain our resources.
• Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S. GAAP and IFRS which investors may be more familiar with and may consider material to their assessment of our financial condition.

Supply Chain Management

Climate-Related Risks & Opportunities

Environmental Metrics

ESG Focus Areas

• Ethical and Transparent Governance
• Sustainable Sourcing and Product Lifecycle
• Employee Well-being
• Stakeholder Engagement
• Human Rights
• Environmental Responsibility
• Inclusive Growth
• Consumer Engagement

Environmental Achievements

• Initiated investment in energy-efficient equipment (VRF/5-star ACs), LED lighting, waterless urinals, sensor-based taps
• Committed to planting one million trees within the next decade (starting 2021)

Social Achievements

• Formulated Policy for equal opportunities in employment
• Established Vigil/Whistle Blower Mechanism and POSH policy
• 100% of permanent employees covered by health insurance
• KDDL-Ethos Foundation for CSR activities

Governance Achievements

• Formulated Code of Conduct for Board of Directors and Senior Management, Insider Trading Code, BRSR Policy, Vigil Mechanism and Whistle Blower Policy, Anti Corruption and Anti Bribery Policy

Climate Goals & Targets

Environmental Challenges

• Data security risks due to increasing technology reliance
• Increasing legal regulations regarding sustainability
• Tracking GHG emissions
• Waste management challenges due to leased properties
• Potential for anti-competitive conduct

Mitigation Strategies

• Regular assessment and updates of IT policy
• Well-read compliance team and consultation with lawyers/consultants
• Tracking and offsetting emissions through energy-efficient practices
• Striving for recycling measures and waste reduction strategies
• Adherence to competition laws and regulations

Supply Chain Management

Supplier Audits: 31.5% of suppliers assessed for environmental impacts

Responsible Procurement

• Sustainable Procurement Policy

Climate-Related Risks & Opportunities

Reporting Standards

Frameworks Used: NGRBC, UNGC Principles, ILO Principles, United Nations SDGs