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ETHOS LIMITED Capital/Financing Update 2023

May 12, 2023

59239_rns_2023-05-12_dc6ab217-e296-4fd6-95dd-b32370418c74.pdf

Capital/Financing Update

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Ref. no. : Ethos/Secretarial/2023-24/22

Dated: May 12, 2023

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra, Mumbai - 400 051

Scrip Code : 543532

Trading symbol : ETHOSLTD

  • ISIN : INE04TZ01018

Subject : Report of the Monitoring Agency with respect to utilization of proceeds of the Initial Public Offering of Ethos Limited for the quarter ended March 31, 2023

Dear Sir/Ma’am

Greetings from Ethos.

Pursuant to Regulation 41(4) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018 and Regulation 32 (6) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Monitoring Agency Report with respect to utilization of proceeds of the Initial Public Offering of the Company for the quarter ended on March 31, 2023, issued by CRISIL Ratings Limited, Monitoring Agency.

We would request you to please take the same in your records and oblige.

Thanking you

Yours truly For Ethos Limited

Anil Digitally signed by Anil Kumar Date: 2023.05.12 Kumar 21:33:08 +05'30'

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Anil Kumar Company Secretary & Compliance Officer Membership no. F8023

Encl. : as above

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Monitoring Agency Report for Ethos Limited for the quarter ended March 31, 2023

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CRL/MAR/ETHOSLO/2022-23/1017

May 12, 2023

To

Ethos Limited Plot no. 3, Sector- III, Parwanoo, Himachal Pradesh - 173220

Dear Sir,

Monitoring Agency Report for the quarter ended March 31, 2023 - in relation to the Initial Public Offer

(“IPO”) of Ethos Limited (“the Company”)

Pursuant to Regulation 41 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ ICDR Regulations ”) and Monitoring Agency Agreement dated October 17, 2022 entered with the Company, we enclose herewith the Monitoring Agency Report, issued by CRISIL Ratings Limited, as per Schedule XI of the SEBI ICDR Regulations towards utilization of IPO proceeds for the quarter ended March 31, 2023.

Request you to kindly take the same on records.

Thanking you,

For and on behalf of CRISIL Ratings Limited

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Sushant Sarode

Director, Ratings (LCG)

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Report of the Monitoring Agency (MA)

Name of the issuer: Ethos Limited

For quarter ended: March 31, 2023

Name of the Monitoring Agency: CRISIL Ratings Limited

  • (a) Deviation from the objects: Not applicable

  • (b) Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit-related analyses. We confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature: Name and designation of the Authorized Signatory: Sushant Sarode Designation of Authorized person/Signing Authority: Director , Ratings (LCG)

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1) Issuer Details:

Name of the issuer:

Ethos Limited

Names of the promoter:

a. Yashovardhan Saboo,

b. KDDL Limited and

c. Mahen Distribution Limited

Industry/sector to which it belongs: Retailer – watches/watch accessories

2) Issue Details

Issue Period:

Wednesday, May 18, 2022 to Friday, May 20, 2022

Type of issue (public/rights):

Initial Public Offer (IPO)

Type of specified securities: Equity Shares

IPO Grading, if any:

NA

Issue size: Upto Rs 40,226 lakh

Issue size comprises of fresh issuance/gross proceeds of Rs 37,500 lakh (net proceeds of Rs 33,968.95 lakh*) and an offer for sale of Rs 2,726 lakh)

  • CRISIL Ratings shall be monitoring the net proceeds amount revised as below:
Particulars Amount (Rs in lakh)
Netproceeds asper offer document 33,620.47
Add: Surplus from offer expenses added to GCP resulting in increase in net
proceeds during thequarter ended September 30, 2022		 347.92
Revised Net Proceeds at the end of quarter 33,968.39
Add: Surplus from offer expenses added to GCP resulting in increase in net
proceeds during thequarter ended March 31, 2023		 0.56
Revised Net Proceeds as at thequarter ended March 31, 2023 33,968.95

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3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Reply Source of information /
certifications
considered
by Monitoring Agency for
preparation of report		 Comments of
the
Monitoring
Agency		 Comments
of
the
Board
of
Directors
Whether all utilization is as per the
disclosures in the Offer Document?		 Yes Management undertaking,
Independent Chartered
Accountant Certificate*,
Final Offer Document,
Bank Statements		 No Comments No
Comments
Whether shareholder approval has been
obtained in case of material deviations from
expenditures
disclosed
in
the
Offer
Document?		 NA No Comments No
Comments
Whether the means of finance for the
disclosed objects of the issue has changed?		 No No Comments No
Comments
Is there any major deviation observed over
the earlier monitoring agency reports?		 NA Management undertaking,
Independent Chartered
Accountant Certificate*		 No Comments No
Comments
Whether
all
Government/statutory
approvals related to the object(s) have been
obtained?		 NA No Comments No
Comments
Whether all arrangements pertaining to
technical assistance/collaboration are in
operation?		 NA No Comments No
Comments
Are there any favorable events improving
the viability of these object(s)?		 NA No Comments No
Comments
Are there any unfavorable events affecting
the viability of the object(s)?		 No No Comments No
Comments
Is there any other relevant information that
may materially affect the decision making
of the investors?		 NA No Comments No
Comments

NA represents Not Applicable

*Certificate dated May 2, 2023 issued by Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

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4) Details of object(s) to be monitored: i. Cost of the object(s):

Sr.
No.		 Item
Head		 Source of
information/
certifications
considered by
MA for
preparation of
report		 Original
cost
(as per the
Offer
Document)
(Rs in
lakh)		 Revised
Cost
(Rs in
lakh)		 Comments
of the MA		 Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
Reason
of Cost
revision		 Proposed
financing
option		 Particulars
of firm
arrangement
s
made
1 Repayment or
pre-payment,
in full or in
part, of all or
certain
borrowings
availed by the
Company		 Independent
Chartered
Accountant
Certificate*,
Management
undertaking,
Final Offer
Document,
Bank
Statements		 2,989.09 NA No
Comments		 No Comments
2 Funding
working
capital
requirements
of the
Company		 23,496.22 NA No
Comments		 No Comments
3 Financing the
establishment
of new stores
and
renovation of
certain
existingstores		 3,327.28 NA No
Comments		 No Comments
4 Financing the
upgradation of
enterprise
resource
planning
software		 198.01 NA No
Comments		 No Comments
5 General
Corporate
Purposes
(GCP)#		 3,609.87 3,958.35 Refer note^ No Comments

*Certificate dated May 2, 2023 issued by Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

#The amount utilised for general corporate purposes does not exceed 25% (Rs 9,375 lakh) of the Gross Proceeds from the fresh Issue.

^The actual cost incurred by the Company towards offer related expenses is lower against the estimated cost disclosed in the final offer document hence the surplus proceeds available from offer expenses is added to GCP during the quarter ended September 30, 2022 and March 31, 2023 in following manner:

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Particulars Amount(Rs in lakh)
GCP asper offer document 3,609.87
Add: Surplus from offer expenses added to GCP during the quarter ended September 30,
2022		 347.92
Revised GCP at the end of quarter 3,957.79
Add: Surplus from offer expenses added to GCP during the quarter ended March 31,
2023		 0.56
Revised GCP as at thequarter ended March 31, 2023 3,958.35
Revised Net Proceeds as at thequarter ended March 31, 2023 33,968.95

ii. Progress in the object(s):

Source of Amount utilized Amount utilized Amount utilized Comments of the Comments of the
information / Amount as
(Rs in lakh)		 Comments
Board of Directors
**Item Head# ** certifications proposed Total of the
Sr. considered by in the unutilized Monitoring
As at At the
No. Monitoring Offer amount Agency

beginning
During		 end Reasons
Proposed
Agency for Document (Rs in


of the

the		 of the for idle course of

preparation of		 (Rs in lakh)
quarter quarter quarter funds action
report lakh)
1 Repayment or
pre-payment,
in full or in
part, of all or
certain
borrowings
availed by the
Company

Independent
Chartered
Accountant
Certificate*,
Management
undertaking,
Final Offer
Document,
Bank
Statements		 2,989.09 2,989.09 - 2,989.09 - Entire
amount
was
utilized
during the
quarter
ended June
2022
No Comments
2 Funding
working
capital
requirements
of the
Company		 23,496.22@ 5,725.18 2,957.48 8,682.66 14,813.56 No
Comments
No Comments
3 Financing the
establishment
of new stores
and
renovation of
certain
existing stores		 3,327.28 193.33 257.15 450.48 2,876.80 No
Comments
No Comments

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Source of Amount utilized Amount utilized Amount utilized Comments of the Comments of the
information / Amount as
(Rs in lakh)		 Comments
Board of Directors
**Item Head# ** certifications proposed Total of the
Sr. considered by in the unutilized Monitoring
As at At the
No. Monitoring Offer amount Agency

beginning
During		 end Reasons
Proposed
Agency for Document (Rs in


of the

the		 of the for idle course of

preparation of		 (Rs in lakh)
quarter quarter quarter funds action
report lakh)
4 Financing the
Upgradation
of enterprise
resource
planning
software		 Independent
Chartered
Accountant
Certificate*,
Management
Undertaking,
Final Offer
Document,
Bank
Statements		 198.01 - - - 198.01 No
proceeds
were
utilised
towards
this object
during the
 No Comments
5 General
Corporate
Purposes
(GCP)		 3,958.35^ 2,061.07 152.56 2,213.63 1,744.72 ~~d~~
No
Comments
No Comments
Total 33,968.95^ 10,968.67 3,367.19 14,335.86 19,633.09

*Certificate dated May 2, 2023 issued by Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

^Refer ‘4(i) – Cost of the object’ section of the report above

@The amount of Rs. 2,499.98 lakh being shortfall in working capital from IPO proceeds pertaining to FY2022 shall be utilized in FY2023-24.

#Brief description of objects:

Object of the Issue Description of objects as per the offer document filed by the issuer
Repayment or pre-payment, in
full or in part, of all or certain
borrowings
availed
by
the
Company		 The Company has entered into various financing arrangements from time to time,
with various lenders and includes inter alia term loans and working capital
facilities. Repayment/ pre-payment of these borrowings will help reduce issuer’s
outstanding indebtedness and debt servicing costs as a cash outflow on account of
debt payment would be reduced and enable utilisation of issuer’s accruals for
further investment in its business growth and expansion.
Funding
working
capital
requirements of the Company		 Issuer is engaged in the business of operating a chain of luxury watch boutiques.
As a part of business, Issuer is required to buy watches, pay lease rent for the stores
Issuer is operating in. With the expansion of business in both product segment and
geographical segment (increase in new store), requires more inventory for the
stores. All these factors may result in increase in the quantum of working capital
requirements.

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Financing the establishment of
new stores and renovation of
certain existingstores		 Issuer plans to add 13 new stores to its portfolio and renovation of 6 existing stores.
Financing the upgradation of
enterprise
resource
planning
software		 Issuer intends to upgrade ERP software in its stores.
General
Corporate
Purposes
(GCP)		 The general corporate purposes for which the issuer proposes to utilise Net
Proceeds include investments in subsidiary of our Company, other capital
expenditure requirements including for refurbishment, working capital
requirements, meeting exigencies and expenses incurred by issuer in the ordinary
course of business, as may be applicable.

iii. Deployment of unutilised IPO proceeds __ :*

S.
No.		 Name of the
tit itd		 T f Itt Amount
invested		 Market
Value as at
the end of
quarter__
Date of Return on
Itt		 Earnings
R i
eny nvese
 ype o nvesmen (Rs in maturity nvesmen
 (s n
lkh
in lakh) (%) a)
1 J&K Bank FD- 0370050320000038 500.00 21-Oct-23 7.30 16.41 516.41
2 J&K Bank FD – 0370050320000037 500.00 21-Oct-23 7.30 16.41 516.41
3 J&K Bank FD – 0370050320000039 500.00 21-Oct-23 7.30 16.41 516.41
4 J&K Bank FD – 0370050320000036 500.00 21-Oct-23 7.30 16.41 516.41
5 IndusInd Bank FD – 300937818908 3,000.00 21-Oct-23 7.50 101.22 3,101.22
6 SBI FD – 41215745106 4,000.00 23-Aug-23 6.90 167.11 4,167.11
7 SBI FD – 41793138509 1,000.00 29-Mar-24 7.85 0.645 1,000.645
8 SBI FD – 41793136657 1,000.00 29-Mar-24 7.85 0.645 1,000.645
9 SBI FD – 41793135745 1,000.00 29-Mar-24 7.85 0.645 1,000.645
10 SBI FD – 41793135202 1,000.00 29-Mar-24 7.85 0.645 1,000.645
11 SBI FD – 41793034984 1,000.00 29-Mar-24 7.85 0.645 1,000.645
12 SBI FD – 41793144932 1,000.00 29-Mar-24 7.85 0.645 1,000.645
13 SBI FD – 41793138054 1,000.00 29-Mar-24 7.85 0.645 1,000.645
14 SBI FD – 41793137719 1,000.00 29-Mar-24 7.85 0.645 1,000.645
15 SBI FD – 41793137378 1,000.00 29-Mar-24 7.85 0.645 1,000.645
16 SBI FD – 41793137016 1,000.00 29-Mar-24 7.85 0.645 1,000.645
17 SBI FD – 41799211279 500.00 11-Apr-23 5.75 0.08 500.08
18 SBI 41360651526 136.42^ N.A. N.A. N.A. 136.43

*on the basis of the management undertaking and Certificate dated May 2, 2023 issued by Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

**the market value of fixed deposits includes the interest accrued.

^Note :

  • a) This amount is lying in the respective Monitoring Agency Account maintained with State Bank of India. Further, The Company has shifted its monitoring account from ICICI Bank to State Bank of India during the quarter ending March 2023 and Monitoring Agency account (000405134842) with ICICI Bank has been closed on 15[th] February 2023. Total balance of Rs. 2.10 lakh have been transferred into State Bank of India on 11[th] January 2023. ICICI bank Monitoring account is closed due to difficulty faced in managing account based in Mumbai branch.

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  • b) As reported in the Monitoring agency report for the quarter ended December 31, 2022, the excess amount of Rs. 3.33 lakh transferred from Current Account (IDBI current account - 0003102000020943) to Monitoring Account (ICICI Bank - 000405134842) is yet to be transferred back. An amount of Rs. 321.67 lakhs were required to be transferred to monitoring account as stated in Quarter ending September 2022 report. However, Rs. 325 lakhs were transferred. As such, the difference of Rs. 3.33 lakh are to be transferred back.

  • c) During quarter ended March 31, 2023, Rs. 0.56 lakh has been transferred from IPO Public Issue account (ICICI Bank - 000405134211) to Monitoring Account (ICICI Bank - 000405134842) on 4th January 2023. The actual net outflow toward IPO expenses is lower by Rs. 0.56 lakh is added to GCP amount during the quarter. The IPO Public Issue account (000405134211) has been closed on 17th January 2023.

iv.

Delay in implementation of the object(s) –

On the basis of management undertaking and Certificate dated May 2, 2023 issued by Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant:

(Rs. in lakh)

Completion Date till FY23 Comments of the Board of Directors

Delay
Object(s) As per the (no. of Proposed
d
Offer ays/
Reason of delay		 course of
l
Document Actua months) Action
Funding working capital
requirements of our Company		 12,998.55* 8,682.66 - Delay in opening of stores
due to delay in opening of
Malls, hence, supply of
inventory postponed		 -
Financing the establishment of
new stores and renovation of the
certain existingstores
2,906.12		 450.48 - Delay in opening of stores
due to delay in opening of
Malls		 -
Financing the upgradation of
ERP		 198.01 - - Scope of work finalized,
Vendor evaluation going on.
Project will be commissioned
soon

-
General corporate purpose 3,958.35^ 2,213.63 - Utilisation of amount is
postponed due to delay in
opening of Malls and also
due to delay in finalization
of other projects		 -
Total 20,061.03^ 11,346.77

*The amount of Rs. 2,499.98 lakh being shortfall in working capital from IPO proceeds pertaining to FY2022 shall be utilized in FY2023-24.

^Refer ‘4(i) – Cost of the object’ section of the report above

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5. Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

S.
No.		 **Item Head$ ** Amount
utilised
(Rs in
lakh)		 Source of
information
/certifications
considered by
Monitoring Agency
for preparation of
report		 Comments of the
Monitoring Agency		 Comments of the
Board of
Directors
1. Capital
expenditure		 152.56 Management
undertaking
and
Certificate dated April
27, 2023 issued by
Sultaniya Umesh &
Company
(Firms’
Registration
No.
326973E),
Independent
Chartered		 The
funds
are
utilised
towards
purchase
of
furniture & fixtures, civil
work, electronic equipment
for Ethos Gurgaon.
Company
has
informed
that it would provide us
with the requisite copies of
Board approval towards
these payments.
This section findings are
valid only on receipt at our
end
of
such
Board
resolution approving these
payments.		 No Comments

*Certificate dated May 2, 2023 issued by Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

$ The general corporate purposes for which Company proposes to utilise Net Proceeds include investments in subsidiary of Company, other capital expenditure requirements including for refurbishment , working capital requirements, meeting exigencies and expenses incurred by Company in the ordinary course of business, as may be applicable. The quantum of utilisation of funds towards each of the above purposes will be determined by Board of Directors of the Company , based on the amount actually available under this head and the business requirements of Company, from time to time. In addition to above, Company may utilise the net proceeds towards other purposes relating to its business which are considered expedient and as approved periodically by Board of Director of the Company, subject to compliance with necessary provisions of the Companies Act and in accordance with the stated objectives and business of the Company. Company’s management shall have flexibility in utilising any surplus amount. Source: Final Offer document dated May 25, 2022 of Ethos Limited

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Disclaimers:

  • a) This Report is prepared by CRISIL Ratings Limited (hereinafter referred to as "Monitoring Agency” / “MA" / “CRL”) . The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

  • b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditor or from peer reviewed CA firms appointed by the Issuer believed by it to be accurate and reliable.

  • c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

  • d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

  • e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain creditrelated analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

  • f) The MA report is intended for the jurisdiction of India only. This report does not constitute an offer of services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRL providing or intending to provide any services in jurisdictions outside India, where it does not have the necessary licenses and/or registration to carry out its business activities referred to above.

  • g) Access or use of this report does not create a client relationship between CRL and the user.

  • h) CRL is not aware that any user intends to rely on the report or of the manner in which a user intends to use the report. In preparing this report, MA has not taken into consideration the objectives or particular needs of any particular user.

  • i) It is made abundantly clear that the report is not intended to and does not constitute an investment advice. The report is not an offer to sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind to enter into any deal or transaction with the entity to which the report pertains. The report should not be a basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in the US).

  • j) The report comprises professional opinion of CRL as of the date they are expressed, based on the information received from the issuer and other sources considered reliable by CRL. Any opinions expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their issue. The report does not constitute statements of fact or recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions.

  • k) Neither CRL nor its affiliates, third-party providers, as well as their directors, officers, shareholders, employees or agents guarantee the accuracy, completeness or adequacy of the report, and shall not have any liability for any errors, omissions or interruptions therein, regardless of the cause, or for the results obtained from the use of any part of the report. CRL and each aforesaid party disclaims any and all express or implied warranties, including but not limited to any warranties of merchantability, suitability or fitness for a particular purpose or use or use. In no event shall CRL or any aforesaid party be liable to any user for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the report even if advised of the possibility of such damages.

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  • l) CRL has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with the preparation of this report. CRL has in place a code of conduct and policies for managing conflict of interest.

  • m) Unless required under any applicable law, this report should not be reproduced or redistributed to any other person or in any form without prior written consent from CRL.

  • n) By accepting a copy of this Report, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.

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