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ETHOS LIMITED Capital/Financing Update 2026

Feb 6, 2026

59239_rns_2026-02-06_459b001a-5eb0-4e3e-bf5f-c0f705ab390a.pdf

Capital/Financing Update

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Ref. No.: Ethos/Secretarial/2025-26/98

Dated: February 6, 2026

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 Qualified Institutional Placement of Ethos Limited for the quarter ended December 31, 2025

Dear Sir/Madam,

Pursuant to Regulation 173A(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 Qualified Institutional Placement of the Company for the quarter ended December 31, 2025 issued by CRISIL Ratings Limited, Monitoring Agency.

Further, it is placed on record that the entire proceeds of the Qualified Institutional Placement stand fully utilized as at December 31, 2025.

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: 2026.02.06 20:21:31 +05'30'

Shubham Kandhway Company Secretary & Compliance Officer

Encl: as below

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Monitoring Agency Report for

Ethos Limited for the quarter ended December 31, 2025

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CRL/MAR/ETHOSLO/2025-26/1702

February 06, 2026

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

Dear Sir,

Final Monitoring Agency Report for the quarter ended December 31, 2025 - 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 December 31, 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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Final Report of the Monitoring Agency (MA)

Name of the issuer: Ethos Limited

For quarter ended: December 31, 2025

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: 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. Mr 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 Ratings 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^, Placement
Document dated
November 03
(“Placement
Document”), 2023,
Bank Statements
Proceeds are
utilised towards
objects disclosed
in the Placement
document, viz
GCP
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

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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
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 January 17, 2026, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Peer reviewed 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
Total 16,959.64

^Certificate dated January 17, 2026, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Peer reviewed independent chartered accountant.

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

ii. Progress in the object(s):

Source of
Amount utilized Comments of the
information /


Amount

certifications
(Rs in lakh) Board of Directors

as
considered
proposed
Comments
b Total
y
Monitorin
in the
As at At the
unutilized
of the
Sr.
**Item Head# ** g
Aenc for
Offer

beginning

During
end
amount
Monitoring
Reasons Proposed
No. gy
rearation
Document


of the


the
of the
(Rs in lakh)

Agency
for idle
course of
pp
of report
(Rs in quarter quarter quarter funds action
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 0.00 13,125.00
0.00
Proceeds
were fully
utilized till
the quarter
ended June
30, 2025
2 GCP

3,834.64
334.50 3,500.14 3,834.64 0.00 Proceeds
were utilised
towards
expenses
incurred in
ordinary
course of
business.
Total 16,959.64 13,459.50 3,500.14 16,959.64
0.00

^Certificate dated January 17, 2026, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Peer reviewed 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, 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)*
NA

As on December 31, 2025, both the QIP Escrow account balance and monitoring account balance stands Nil. Hence, this is the final Monitoring Agency report being issued by Crisil Ratings for the proceeds raised through the QIP of Ethos Limited.

^On the basis of the management undertaking and Certificate dated January 17, 2026, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Peer reviewed independent chartered accountant.

  • iv. Delay in implementation of the object(s)–
Completion Date Comments of the Board of Directors
Delay (no. of
Object(s)
days/
Proposed course
h ff
As per te Oer Actual
months)
Reason of delay of
Document
Action
Not applicable on the basis of the management undertaking and Certificate
Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Peer reviewed
dated January 17, 2026, issued by M/s
independent chartered accountant.

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

Sr. No. Item heads Amount (Rs
in lakh)
Comments of Monitoring Agency
1 For meeting exigencies and expenses
incurred by the company towards
refurbishment of furniture and fixtures
3,500.14 The Board of Directors of the Company vide
resolution dated February 06, 2026, ratified
and approved the utilization of quantum of
proceeds towards the mentioned category
during the quarter ended December 31, 2025.

On the basis of the management undertaking and Certificate dated January 17, 2026, issued by M/s Sultaniya Umesh & Company (Firms’ Registration No. 326973E), Peer reviewed 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.

  • 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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