ETHOS LIMITED — Capital/Financing Update 2024

Nov 8, 2024

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Ref. no. : Ethos/Secretarial/2024-25/51

Dated: November 8, 2024

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 Qualified Institutional Placement of Ethos Limited for the quarter ended September 30, 2024

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 Qualified Institutional Placement of the Company for the quarter ended September 30, 2024 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

Digitally signed by Anil Anil Kumar Kumar Date: 2024.11.08 17:38:56 +05'30'

Anil Kumar Company Secretary and Compliance Officer Membership no. F8023

Encl. : as above

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Monitoring Agency Report for Ethos Limited for the quarter ended September 30, 2024

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CRL/MAR/ETHOSLO/2024-25/1229

November 08, 2024

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

Dear Sir,

Monitoring Agency Report for the quarter ended September 30, 2024 - in relation to the Qualified Institutional Placement (“QIP”) of Ethos Limited (“the Company”)

Pursuant to Regulation 173A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ ICDR Regulations ”) and Monitoring Agency Agreement dated October 25, 2023, 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 QIP proceeds for the quarter ended September 30, 2024.

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: September 30, 2024

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.

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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: Monday, October 31, 2023, to Friday, November 03, 2023 Type of issue (public/rights): Qualified Institutional Placement (QIP) Type of specified securities: Equity Shares QIP Grading, if any: NA

Issue size: The issue of 11,31,210 Equity Shares aggregating to Rs 17,499.82 lakh (net proceeds of Rs 16,959.64 lakh*)

*CRISIL shall be monitoring the net proceeds.

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?	No	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

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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 arrangements pertaining to technical assistance/collaboration are in operation?	NA	Management undertaking, Independent Chartered Accountant Certificate^	No Comments	No Comments
Are there any favorable events improving the viability of these object(s)?	No		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?	No		No Comments	No Comments
NA represents Not Applicable

^Certificate dated October 22, 2024, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

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)			Comments of the Board of Directors	Comments of the Board of Directors	Comments of the Board of Directors
				Revised Cost (Rs in lakh)	Comments of the MA
						Reason of Cost revision	Proposed financing option	Particulars of firm arrangeme -nts made
1	Funding working capital requirements of the Company	Independent Chartered Accountant Certificate^, Management undertaking, Placement Document, Bank Statements	13,125.00	NA	No Revision	No Comments
2	General Corporate Purposes (GCP)#		3,834.64	NA	No Revision	No Comments

^Certificate dated October 22, 2024, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

#The amount utilised for general corporate purposes does not exceed 25% (Rs 4,374.96 lakh) of the Gross Proceeds from the fresh Issue.

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ii. Progress in the object(s):

		Source of
				Amount utilized					Comments of the
		information /	Amount
		certifications	as	(Rs in lakh)					Board of Directors
		considered	proposed					Comments
							Total
		by	in the	As at		At the	unutilized	of the
Sr.	**Item Head# **	Monitoring	Offer	beginning	During	end	amount	Monitoring	Reasons	Proposed
No.		Agency for	Document	of the	the	of the	(Rs in lakh)	Agency	for idle	course of
		preparation	(Rs in	quarter	quarter	quarter			funds	action
		of report	lakh)
1	Funding working capital requirement of our Company	Independent Chartered Accountant Certificate^, Management undertaking, Placement Document, Bank Statements	13,125.00	-	-	-	13,125.00	No proceeds were utilised towards this object during the reported quarter.	No Comments
2	GCP		3,834.64	-	-	-	3,834.64	No proceeds were utilised towards this object during the reported quarter.	No Comments
	Total		16,959.64	-	-	-	16,959.64

^Certificate dated October 22, 2024, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

#Brief description of objects:

Object of the Issue	Description of objects as per the offer document filed by the issuer
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.
GCP	The general corporate purposes for which the issuer proposes to utilise Net Proceeds include investments in subsidiary of the 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.

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iii. Deployment of unutilised QIP proceeds ^

Sr. No.	Type of investment and name of the entity invested in	Amount invested (Rs in lakh)	Maturity Date	Return on Investment (%)	Earnings (Rs in lakh)	Market Value as at the end of quarter (Rs in lakh)*
1	FD- 923040100588411-Axis Bank	7,950.00	11-Nov-24	7.65%	545.03	8,495.03
2	FD- 0749528131-Kotak Bank	6,009.00	12-Nov-24	7.40%	409.81	6,418.81
3	FD- 42427146874-SBI Bank	3,000.00	12-Nov-24	7.25%	194.32	3,194.32
4	Monitoring Agency- 0749492074 - Kotak Bank	0.64	NA	NA	NA	0.64
Total		16,959.64	-	-		18,108.80

*The market value of Fixed deposits includes the interest accrued.

^On the basis of the management undertaking and Certificate dated October 22, 2024, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

iv. Delay in implementation of the object(s)^ –

	Completion Date			Comments of the Board of Directors
			Delay (no.
Object(s)	As per the		of days/		Proposed course
	Offer		months)	Reason of delay	of
		Actual
	Document				Action
Not Applicable as per the Placement document dated November 03, 2023

^On the basis of the management undertaking and Certificate dated October 22, 2024, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

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

Not applicable on the basis of the management undertaking and Certificate dated October 22, 2024, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Independent Chartered Accountant

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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 credit-related 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.

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