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ETHOS LIMITED — Capital/Financing Update 2025
Nov 11, 2025
59239_rns_2025-11-11_ec46bac9-a8f6-400a-9de4-fa4690f442fc.pdf
Capital/Financing Update
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Ref. No.: Ethos/Secretarial/2025-26/83
Dated: November 11, 2025
Corporate Service Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Bandra, Mumbai – 400001 Mumbai - 400051 Scrip Code: 543532 Trading Symbol: ETHOSLTD ISIN: INE04TZ01018
Subject: Report of the Monitoring Agency with respect to utilization of proceeds of the Rights Issue of Ethos Limited for the quarter ended September 30, 2025
Dear Sir/Madam,
Pursuant to Regulation 82(2) 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 Rights Issue of the Company for the quarter ended September 30, 2025 issued by CRISIL Ratings Limited, Monitoring Agency.
You are requested to please take on record the above-mentioned information for your reference and further needful.
Thanking You, Sincerely,
For Ethos Limited
SHUBHAM Digitally signed by SHUBHAM KANDHWAY KANDHWAY Date: 2025.11.11 15:45:57 +05'30'
Shubham Kandhway Company Secretary & Compliance Officer
Encl: as above
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Monitoring Agency Report for Ethos Limited for the quarter ended September 30, 2025
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CRL/MAR/ETHOSLO/2025-26/1586
November 11, 2025
To Ethos Limited Plot no. 3, Sector- III, Parwanoo, Himachal Pradesh - 173220
Dear Sir,
Monitoring Agency Report for the quarter ended September 30, 2025 - in relation to the Rights Issue (“RI”) of Ethos Limited (“the Company”)
Pursuant to Regulation 82 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ ICDR Regulations ”) and Monitoring Agency Agreement dated June 03, 2025, 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 RI proceeds for the quarter ended September 30, 2025.
Request you to kindly take the same on records.
Thanking you, For and on behalf of Crisil Ratings Limited Shounak Chakravarty Director, Ratings (LCG)
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Report of the Monitoring Agency (MA)
Name of the issuer: Ethos Limited
For quarter ended: September 30, 2025
Name of the Monitoring Agency: Crisil Ratings Limited
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(a) Deviation from the objects: Not applicable
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(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: Shounak Chakravarty 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: Friday, June 30, 2025, to Thursday, July 03, 2025 Type of issue (public/rights): Rights Issue (RI) Type of specified securities: Equity Shares RI Grading, if any: NA Issue size: Upto Rs 40,990.50 lakh*
- Crisil Ratings shall be monitoring the gross 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, Peer reviewed Independent Chartered Accountant Certificate^, Letter of Offer, Bank Statements, FD receipts |
Proceeds were utilized as per the Letter of Offer towards Funding working capital requirement of the Company during the reported quarter. |
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 shareholder approval has been obtained in case of material deviations from expenditures disclosed in the Offer Document? |
NA | Management undertaking, Peer Reviewed Independent Chartered Accountant Certificate^ |
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 | 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)? |
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 27, 2025, issued by M/s Agrawal Jyoti & Associates (Firms’ Registration No. 141734W), Peer reviewed 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 arrangements made |
||||||
| 1 | Funding working capital requirements of the Company |
Independent Chartered Accountant Certificate^, Management undertaking, Letter of Offer |
31,000.00 | NA | No Revision in the cost |
No Comments | ||
| 2 | General Corporate Purposes(GCP)# |
9,611.48 | NA | No Revision in the cost |
No Comments | |||
| 3 | Issue Related expenses |
379.02 | NA | No Revision in the cost |
No Comments | |||
| Total | 40,990.50 |
^Certificate dated October 27, 2025, issued by M/s Agrawal Jyoti & Associates (Firms’ Registration No. 141734W), Peer reviewed independent chartered accountant.
#The amount utilised for general corporate purposes does not exceed 25% (Rs 10,247.62 lakh) of the Gross Proceeds from the fresh Issue.
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ii. Progress in the Objects:
Source of Amount utilized Comments of the
information / Amount (Rs in lakh) Board of Directors
certifications as
Sr. considered proposed Total Comments of
As at At the
No. by in the unutilized the
Item Head [# ] Monitoring Offer beginning During end amount Monitoring Reasons Proposed
of the the of the for idle course of
Agency for Document (Rs in Agency
preparation (Rs in quarter quarter quarter lakh) funds action
of report lakh)
Independent
Chartered
Funding Accountant The Company
working Certificate^, has utilized
capital Management the proceeds
1 31,000.00 0.00 10,610.48 10,610.48 20,389.52 No Comments
requirements undertaking, for vendor and
of the Letter of salary
Company Offer, payment
Bank
Statement
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Source of Amount utilized Comments of the
information / Amount (Rs in lakh) Board of Directors
certifications as
Sr. considered proposed Total Comments of
As at At the
No. by in the unutilized the
Item Head [# ] Monitoring Offer beginning During end amount Monitoring Reasons Proposed
of the the of the for idle course of
Agency for Document (Rs in Agency
preparation (Rs in quarter quarter quarter lakh) funds action
of report lakh)
No proceeds
were utilized
towards the
2 GCP 9,611.48 0.00 0.00 0.00 9,611.48 No Comments
Independent object during
Chartered the reported
Accountant quarter
Certificate^,
Proceeds were
Management utilized for
Undertaking,
payment of
Letter of
fees to the
Issue related Offer
3 379.02 0.00 368.49 368.49 10.53 intermediaries, No Comments
expenses
advertisement,
marketing,
SEBI, Printing,
etc.
Total 40,990.50 - 10,978.97 10,978.97 30,011.53
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*Prior to receipt of Rights issue proceeds, Rs 186.28 lakh were incurred towards issue expenses by the Company from their internal accruals. Hence, Company has taken reimbursement of the same by transferring Rs 186.28 lakh from Monitoring account of the Company maintained with HSBC bank account to its current account during the reported quarter.
^Certificate dated October 27, 2025, issued by M/s Agrawal Jyoti & Associates (Firms’ Registration No. 141734W), Peer reviewed independent chartered accountant.
** All the figures are rounded off to the second decimal.
#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. |
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The general corporate purposes for which the issuer proposes to utilise Net Proceeds include investments in subsidiary of the Company, other capital expenditure GCP requirements including for refurbishment, working capital requirements, meeting exigencies and expenses incurred by issuer in the ordinary course of business, as may be applicable.
*Refer ‘3 – Details of the arrangement made to ensure the monitoring of issue proceeds’ note for change in description of objects.
iii. Deployment of unutilised RI proceeds ^ :
| S. 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- HDFC Bank- 50301186195177 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 2 | FD- HDFC Bank- 50301186195421 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 3 | FD- HDFC Bank- 50301186195612 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 4 | FD- HDFC Bank - 50301186195852 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 5 | FD- HDFC Bank - 50301186195970 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 6 | FD- HDFC Bank - 50301186196193 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 7 | FD- HDFC Bank - 50301186196411 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 8 | FD- HDFC Bank - 50301186196575 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 9 | FD- HDFC Bank - 50301186196766 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 10 | FD- HDFC Bank - 50301186197068 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 11 | FD- HDFC Bank - 50301186197220 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 12 | FD- HDFC Bank - 50301186197351 | 2,500.00 | 8-Jul-26 | 6.15% | 35.80 | 2,535.80 |
| 13 | Balance lying in Monitoring Agency account maintained with HDFC Bank** |
0.99 | N.A. | N.A. | N.A. | 0.99 |
| 14 | Balance lying in Monitoring Agency account maintained with HSBC Bank** |
10.54 | N.A. | N.A. | N.A. | 10.54 |
| Total | 30,011.53 | 429.66 | 30,441.19 |
*The market value of Fixed deposits includes the interest accrued.
** As per the management undertaking submitted, the Company has established and maintained two separate Monitoring Bank Accounts for the Rights Issue proceeds in accordance with applicable regulatory requirements and its internal risk management policy
^On the basis of the management undertaking and Certificate dated October 27, 2025, issued by M/s Agrawal Jyoti & Associates (Firms’ Registration No. 141734W), Peer reviewed independent chartered accountant.
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iv. Delay in implementation of the object(s)^ –
| Completion Date | Completion Date | Comments of the Board of Directors | Comments of the Board of Directors | ||
|---|---|---|---|---|---|
| As per the | Delay (no. | Proposed course of | |||
| Object(s) | Offer |
of days/ | Reason of delay | Action |
|
| l | |||||
| Document | Actua | months) | |||
| Not Applicable |
^On the basis of management undertaking and Certificate dated October 27, 2025, issued by M/s Agrawal Jyoti & Associates (Firms’ Registration No. 141734W), Peer reviewed 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 27, 2025, issued by M/s Agrawal Jyoti & Associates (Firms’ Registration No. 141734W), Peer reviewed independent chartered accountant.
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Disclaimers:
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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.
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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.
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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.
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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.
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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.
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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.
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g) Access or use of this report does not create a client relationship between CRL and the user.
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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.
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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).
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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.
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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.
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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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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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