AI assistant
ETHOS LIMITED — Capital/Financing Update 2026
Feb 6, 2026
59239_rns_2026-02-06_459b001a-5eb0-4e3e-bf5f-c0f705ab390a.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
==> picture [89 x 38] intentionally omitted <==
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
==> picture [448 x 81] intentionally omitted <==
Monitoring Agency Report for
Ethos Limited for the quarter ended December 31, 2025
==> picture [505 x 46] intentionally omitted <==
1
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)
==> picture [505 x 46] intentionally omitted <==
2
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)
==> picture [505 x 46] intentionally omitted <==
3
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 |
==> picture [505 x 46] intentionally omitted <==
4
| 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.
==> picture [505 x 46] intentionally omitted <==
5
#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. |
==> picture [505 x 46] intentionally omitted <==
6
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.
==> picture [505 x 46] intentionally omitted <==
7
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.
==> picture [505 x 46] intentionally omitted <==
8
-
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.
==> picture [505 x 46] intentionally omitted <==
9