Ethos Limited has submitted a statement of deviation or variation in the use of Rights Issue proceeds for the quarter ended March 31, 2026, pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Circular CIR/CFD/CMD1/162/2019 dated December 24, 2019. The company has confirmed that there are no deviations or variations in the utilisation of funds raised through the Rights Issue.

Rights Issue Overview

Ethos Limited raised up to Rs 40,990.50 lakh through a Rights Issue, with the date of raising funds recorded as July 04, 2025. CRISIL Ratings Limited has been appointed as the Monitoring Agency for overseeing the utilisation of these proceeds. The statement was signed by Munish Gupta, Chief Financial Officer, on May 12, 2026.

The key details of the Rights Issue are summarised below:

Fund Utilisation Details

The proceeds from the Rights Issue were earmarked across three objects: funding working capital requirements of the company, general corporate purposes (GCP), and issue-related expenses. No deviation from any of these stated objects has been reported. The table below presents the allocation and utilisation status as of the reporting date (amounts in Rs. Lacs):

Compliance and Disclosure

The statement has been filed with both BSE Limited and National Stock Exchange of India Limited in accordance with applicable regulatory requirements. The company has also made the aforesaid statement available on its website. The Audit Committee and auditors have offered no adverse comments on the fund utilisation for the quarter ended March 31, 2026.

The filing confirms that no proceeds were utilised towards any of the stated objects during the reported quarter, and the overall utilisation remains consistent with the original disclosures made in the placement document filed with the stock exchanges and the Registrar of Companies, Himachal Pradesh.

Ethos Limited 's Board of Directors, at its meeting held on May 12, 2026, approved the audited standalone and consolidated financial results for the quarter and financial year ended March 31, 2026, pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board also approved the appointment of Mr. Munish Gupta as Additional Director in the category of Executive Director. The statutory auditor, Walker Chandiok & Co LLP, issued audit reports with an unmodified opinion on both the standalone and consolidated financial results. The Board meeting commenced at 11:30 AM and concluded at 13:55 PM.

Q4 Operational Highlights

For Q4, Ethos reported EBITDA of 471M rupees, compared to 489M rupees in the same quarter of the previous year, reflecting a year-on-year contraction. The EBITDA margin narrowed to 11.7% from 15.7% in Q4 of the prior year. On a standalone basis, Q4 net profit stood at 208M rupees versus 242M rupees in the corresponding quarter of the previous year. Q4 revenue came in at 4B rupees, up from 3.11B rupees year-on-year.

Standalone Financial Performance

On a standalone basis, Ethos Limited reported revenue from operations of ₹1,61,259.61 lakhs for the year ended March 31, 2026, compared to ₹1,25,162.71 lakhs in the previous year. Total income, including other income of ₹4,052.36 lakhs, stood at ₹1,65,311.97 lakhs for FY26 versus ₹1,27,651.39 lakhs in FY25. Net profit for the year was ₹9,492.23 lakhs against ₹9,825.41 lakhs in the prior year. Total comprehensive income for FY26 was ₹9,516.32 lakhs compared to ₹9,812.02 lakhs in FY25.

The following table summarises the key standalone financial metrics:

Standalone total assets as at March 31, 2026 stood at ₹1,99,649.49 lakhs compared to ₹1,39,610.54 lakhs as at March 31, 2025. Total equity increased to ₹1,48,146.81 lakhs from ₹98,008.47 lakhs in the previous year. Cash and cash equivalents at the end of the year were ₹8,423.55 lakhs, up from ₹2,491.14 lakhs at the beginning of the year, with net cash generated from operating activities at ₹10,247.66 lakhs for FY26.

Consolidated Financial Performance

On a consolidated basis, revenue from operations for the year ended March 31, 2026 was ₹1,61,224.00 lakhs, compared to ₹1,25,162.71 lakhs in FY25. Total consolidated income stood at ₹1,65,840.54 lakhs versus ₹1,27,592.69 lakhs in the prior year. Net profit for the year was ₹9,613.88 lakhs against ₹9,628.79 lakhs in FY25. Total comprehensive income for FY26 was ₹10,087.49 lakhs compared to ₹9,823.00 lakhs in FY25.

Consolidated total assets as at March 31, 2026 stood at ₹2,19,719.32 lakhs compared to ₹1,40,964.50 lakhs as at March 31, 2025. Total equity rose to ₹1,66,438.38 lakhs from ₹98,219.69 lakhs in the previous year, with non-controlling interest of ₹17,646.55 lakhs recorded as at March 31, 2026. Consolidated cash and cash equivalents at the end of the year were ₹14,407.94 lakhs, up from ₹2,848.01 lakhs at the start of the year.

Director Appointment

Pursuant to Regulation 30 of the SEBI Listing Regulations, the Board approved the appointment of Mr. Munish Gupta (DIN: 09350096) as Additional Director in the category of Executive Director, effective May 12, 2026, subject to shareholder approval. The appointment was made based on the recommendation of the Nomination & Remuneration Committee. The Board also confirmed that Mr. Munish Gupta has not been debarred from holding the office of Director by virtue of any order passed by SEBI or any other authority.

Corporate Developments

During the year, Ethos Limited undertook several significant corporate actions:

• Rights Issue: During the quarter ended September 30, 2025, the Company completed a Rights Issue of 22,77,250 equity shares of face value of INR 10 each at an issue price of INR 1,800 per share (including securities premium of INR 1,790 per share), aggregating to INR 40,990.50 lakhs. As on March 31, 2026, unutilised proceeds stood at INR 30,011.53 lakhs, temporarily invested in deposits with scheduled banks.
• Subsidiary – Ficus Trading LLC: The Company incorporated Ficus Trading LLC in Dubai, United Arab Emirates on April 16, 2025, with an initial paid-up capital infusion of INR 69.87 (AED 300,000). The entity will engage in trading of watches, clocks, and their spare parts.
• Subsidiary – Micron Watch Services Private Limited: The Company incorporated Micron Watch Services Private Limited on August 22, 2025, with CIN U95294HR2025PTC135383, focusing on watch service and repair in select Indian cities. Ethos Limited holds 50,100 shares of Rs. 10 each out of a total share capital of 1,00,000 shares of Rs. 10 each.
• Ethos Lifestyle Private Limited: Following a preferential issue on July 16, 2025, Ethos Lifestyle Private Limited (formerly RF Brands Private Limited) ceased to be a wholly owned subsidiary, with the Company's shareholding diluting from 100% to 95%. Subsequently, on August 13, 2025, following a fund raising of INR 17,950 lakhs by way of preferential issue to identified investors, the Company's shareholding was further diluted from 95.00% to 75.05%. Ethos Lifestyle Private Limited continues to be a subsidiary of the Company.
• Labour Codes Impact: The Government of India notified four Labour Codes on November 21, 2025. The consolidated incremental impact was assessed at Rs 182.13 Lacs towards gratuity, presented as an exceptional item for the period ended March 31, 2026.

Segment and Audit Details

The management considers retail trading of premium and luxury watches, accessories, and other luxury items, including related after-sale services, as a single operating segment under Ind AS 108. The consolidated statement includes subsidiaries Cognition Digital LLP, Ethos Lifestyle Private Limited, Ficus Trading LLC, and Micron Watch Services Private Limited, along with joint venture Pasadena Retail Private Limited and associates Silvercity Brands AG and Favre Leuba GmbH. The statutory auditor's consolidated report noted that three subsidiaries with total assets of ₹981.14 lakhs, total revenues of ₹808.52 lakhs, and net profit after tax of ₹90.58 lakhs were audited by other auditors. The Group's share of net loss after tax from an associate and joint venture was ₹418.20 lakhs for the year ended March 31, 2026.