Directors Report of Credo Brands Marketing Ltd.

Mar 31, 2025

The Board of Directors present the Company’s Twenty-sixth Annual Report together with the audited financial statement of the
Company for the financial year ended March 31,2025.

FINANCIAL PERFORMANCE

The Company’s financial performance (standalone and consolidated) for the year ended March 31,2025 is summarised below:

Particulars	Standalone		Consolidated
	Financial Year		Financial Year
	2024-25 |	2023-24	2024-25 |	2023-24
Revenue from operations	6,181.80	5,673.32	6,181.80	5,673.32
Other income	60.79	46.12	60.76	46.12
Total income	6,242.59	5,719.44	6,242.56	5,719.44
Operating expenditure	4,383.86	4,068.03	4,384.23	4,067.98
Depreciation and amortisation expense	685.65	622.25	685.63	621.90
Total expenses	5,069.51	4,690.28	5069.86	4,689.88
Profit before finance costs and tax	1,173.08	1,029.16	1,172.70	1,029.56
Finance costs	254.78	240.57	254.78	240.62
Profit before tax	918.30	788.59	917.92	788.94
Tax expense	234.21	196.97	234.21	196.97
Profit for the year	684.09	591.62	683.71	591.97
Retained Earnings
Balance as at beginning of the year	3,204.48	2,613.27	3,204.76	2,613.20
Add: Profit for the period	684.09	591.62	683.71	591.98
Less: dividends paid on Equity shares	(32.48)	-	(32.48)
Add: Other comprehensive income / (loss)	2.01	(0.41)	2.01	(0.41)
Balance as at end of the year	3,858.10	3,204.48	3,858.00	3,204.76

COMPANY''S PERFORMANCE

During the year under review, the Company recorded an
increase of 8.96%in standalone revenue from operations
at '' 6,181.80 million as compared to '' 5,673.32 million in
the previous financial year and an increase of 16.45% in the
profit before tax of '' 918.30 million for the year under review
as compared to '' 788.59 million for the previous financial
year.

The Company has also recorded an increase of 8.96%in
consolidated Revenue from operations at '' 6,181.80 million
as compared to '' 5,673.32 million in the previous financial
year. Your Company reported an Increase of 16.35% in the
Consolidated Profit before Tax of '' 917.92 million for the
year under review as compared to '' 788.94 million for the
previous financial year.

Earnings Per Share (EPS)

The Standalone basic EPS of the Company stood at '' 10.53
for the year under review as against '' 9.20 for the previous
year and Diluted EPS stood at '' 10.52 for the year under
review as against '' 9.20 for the previous year.

The Company’s products are available through a pan-India
multichannel distribution network which has been built
over the years comprising of our exclusive brand outlets
("EBOs"), large format stores ("LFSs") and multi-brand
outlets ("MBOs"), as well as online channels comprising of
our website and other e-commerce marketplaces.

During the year under review, the Company remains on
a strong footing and aims to increase market share by
expanding, while seeking sustainable and profitable growth
opportunities for the Company. As of March 31, 2025, the
Company has a pan-India presence through 441 EBOs, 100
LFSs and 1288 MBOs, with our reach extending from major
metros to Tier-3 cities.

A detailed analysis of the Company’s performance and
outlook is included in the Management Discussion and
Analysis Report, which forms part of this Annual Report.

DIVIDEND

The Board has recommended a final dividend of '' 3.00
(150%) per Equity Share for the 2024-25. The final dividend
on equity shares, if approved by the Members, would involve
a cash outflow of '' 195.93 million.

TRANSFER TO RESERVES

No amount was transferred to the General Reserve for the
year under review.

DIVIDEND DISTRIBUTION POLICY

The Company has adopted Dividend Distribution Policy,
which endeavours for fairness, consistency and sustainability
while distributing profits to the Members of the Company.
The same has been disclosed on the Company’s website
at https://www.credobrands.in/investors/corporate-

governance/#acc 631.

EQUITY SHARE CAPITAL

Issue of Equity Shares under Credo Stock Option Plan 2020

During the year under review, the Company has allotted an
aggregate of 829,283 Equity Shares of '' 2/- each to the
eligible employees of the Company upon exercise of Stock
Options under the Credo Stock Option Plan 2020 of the
Company.

Consequently, the paid-up Equity Share Capital of the
Company as at March 31, 2025 was ''130,621,006 divided
into 65,310,503 Equity Shares of '' 2 each, fully paid-up.
During the year under review, the Company has not issued
any sweat equity shares or equity shares with differential
rights.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013,
("the Act"), the Board, to the best of its knowledge and
ability, confirm that:

a. in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed and there are
no material departures;

b. they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going
concern basis;

e. they have laid down internal financial controls to be
followed by the company and such internal financial
controls are adequate and were operating effectively.

f. they have devised proper systems to ensure compliance
with the provisions of all applicable laws and such
systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Company has six Directors
(including two women Directors) of which four are Non¬
executive Directors. The Company has three Independent
Directors (including one woman Independent Director).
There was no change in the Board of Directors and Key
Managerial Personnel (KMPs) of the Company, during the
year under review.

Retire by rotation

Mr. Manoj Nakra, Non-executive Director retires by rotation
and being eligible, offers himself for re- appointment.

The brief resume and other related information have been
detailed in the Notice convening the ensuing Annual General
Meeting ("AGM") of the Company. The Board recommends
his re-appointment as Non-Executive Director of the
Company.

The resolution for aforesaid re-appointment along with the
brief profile and other related information of Mr. Amer Jaleel
form part of the Notice convening the AGM of the Company.
A resolution seeking shareholders’ approval for his
appointment/re-appointment along with other required
details forms part of the Notice convening the AGM.
Re-appointment of Mr. Amer Jaleel, Independent Director
for the second term

The Nomination and Remuneration Committee, on the basis
of performance evaluation of Mr. Amer Jaleel and taking
into account his business expertise, enrich experience in
branding and his contribution to the Board during the first
term, has recommended to the Board that the continued
association of Mr. Amer Jaleel as an Independent Director
would be beneficial to the Company.

In the opinion of the Board, he possesses requisite expertise,
integrity, experience and proficiency and is independent of
the management of the Company.

Accordingly, the Board at its Meeting held on May 22, 2025
has recommended the re-appointment of Mr. Amer Jaleel as
an Independent Director for the second term of 5 consecutive
years commencing from November 02, 2025 to November
01,2030, subject to the approval of the Shareholders of the
Company.

The resolution for aforesaid re-appointment along with
the brief profile and other related information of Mr. Amer
Jaleel form part of the Notice convening the AGM of the
Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent
Directors of the Company confirming that each of them
meet the criteria of independence as provided in section
149(6) of the Act along with Rules framed thereunder and
Regulation 16(1)(b) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations").

All the Independent Directors on the Board of your Company
are registered with the Indian Institute of Corporate Affairs
("IICA") as notified by the Central Government under
Section 150(1) of the Act and passed online proficiency
self-assessment test, as may be applicable, within the
time prescribed by the IICA. In the opinion of the Board,
the Independent Directors possess the requisite expertise,
experience & proficiency and are people of high integrity and
repute. They fulfil the conditions specified in the Act and the
Rules made thereunder and SEBI LODR Regulations and are
independent of the management.

BOARD EVALUATION

The Nomination and Remuneration Committee, in order to
facilitate the performance evaluation process, laid down
the criteria and procedure for the performance evaluation.
The Board has carried out an annual evaluation of its own
performance, Committees and individual Directors pursuant
to the provisions of the Act and SEBI LODR Regulations.

The performance of the Board was evaluated after seeking
inputs from all the Directors on the basis of criteria such
as the board composition and structure, dynamics,
participation, effectiveness of board processes, information
and functioning, etc.

The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee members
and other Board members on the basis of criteria such as
the composition of committees, roles and responsibility,
analysis, decision-making, effectiveness of committee
meetings, etc.

The performance of individual Directors were reviewed on
the basis of criteria such as the engagement, leadership,
analysis, interaction, governance and contribution of the
individual Director to the Board and Committee meetings,
etc. Performance evaluation of independent directors was
done by the entire Board, excluding the independent director
being evaluated.

The Independent Directors at their separate meeting held
on May 22, 2025 based on the feedback received from the
Directors, reviewed the performance evaluation of Directors,
the Board as a whole, the Chairman of the Board after
taking into account the views of executive directors and

non-executive directors of the Company and also assessed
the quality, quantity and timeliness of flow of information
between the Company Management and the Board.

The Independent Directors expressed their appreciation for
the overall functioning of the Board, its various Committees
and with the performance of other Non-executive and
Executive Directors. They also appreciated the in-depth
knowledge and leadership role of the Chairman of the
Board. The Board expressed its satisfaction with the overall
evaluation process.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Board has adopted the Remuneration policy for
Directors, Key Managerial Personnel and other employees of
the Company under section 178(4) of the Act and Policy on
diversity of Board of Directors. These policies are available
at the Company’s website at https://www.credobrands.in/
investors/corporate-governance/#acc 631.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, six meetings of the Board of
Directors of the Company were held, which were attended
by majority of directors. For details of meetings of the Board,
please refer to the Corporate Governance Report, which
forms part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Paresh Bambolkar
as Chairman of the Committee and Mr. Amer Jaleel and
Mr. Manoj Nakra as other Members of the Committee. The
Company Secretary of the Company acts as the Secretary
of the Committee. All Members of the Committee possess
accounting and financial management expertise. For further
details of the Audit Committee, please refer to the Corporate
Governance Report, which forms part of the Annual Report.

SUBSIDIARY

During the year under review, KAPS Mercantile Private
Limited ("KMPL", a wholly owned subsidiary of the Company)
had filed an application for striking off it’s name from the
Register of Companies, under Section 248(2) of the Act, on
January 21, 2025. Subsequently, the name of KMPL has
been struck off from the Register of Companies w.e.f. April
23, 2025 and KMPL was dissolved subsequent to the year
under review.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement of the Company and
its subsidiary, have been prepared in accordance with the
Act and applicable Indian Accounting Standards (Ind AS)

along with all relevant documents and the Auditors’ Report
thereon, forms part of the Annual Report.

The Financial Statement of KMPL, consolidated in the
above Consolidated Financial Statement were for the nine
months period ended December 31, 2024, being the last
Financial Statement drawn by KMPL before applying for
Strike Off.

Pursuant to the provisions of section 129(3) of the Act,
a statement containing salient features of the financial
statement of the Company’s subsidiary as on March 31,
2025 in the prescribed Form AOC-1 is attached to the
Financial Statement of the Company, which forms part of
the Annual Report.

In accordance with the provisions of section 136(1) of the
Act, the Annual Report of the Company, containing therein
the standalone and consolidated Financial Statement
of the Company and the audited financial statement of
the subsidiary have been uploaded on the website of the
Company. The audited financial statement in respect of the
subsidiary company shall also be kept open for inspection
at the Registered Office of the Company during the working
hours for a period of 21 days before the date of forthcoming
AGM. The aforesaid documents relating to subsidiary
company would be made available for inspection to any
Member interested in obtaining the same upon a request
made to the Company.

AUDITORS AND AUDITORS'' REPORT
Statutory Auditors

Pursuant to the provisions of section 139 of the
Act read with the Companies (Audit and Auditors)
Rules, 2014, M/s. M S K C & Associates LLP (formerly
M/s. M S K C & Associates) Chartered Accountants (ICAI
Firm Registration No.: 001595S) has been appointed as the
Statutory Auditors of the Company to hold the office for a
term of five consecutive financial years from the conclusion
of the Twenty-fifth Annual General Meeting held on August
30, 2024 until the conclusion of the Thirtieth Annual General
Meeting of the Company.

Auditors'' Report

The Auditors’ Reports on the Financial Statement (Standalone
and Consolidated) of the Company for the financial year
ended March 31,2025 are issued with unmodified opinion.
Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. M
Siroya and Company, Company Secretaries (Certificate of
Practice Number: 4157) to undertake the Secretarial Audit of
the Company for the year under review.

Secretarial Audit Report and Annual Secretarial Compliance
Report

The Company has annexed a Secretarial Audit Report for the
year under review issued by the Secretarial Auditor, to this
Report as Annexure A. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report duly issued by
Secretarial Auditors for the year under review for applicable
compliances as per SEBI Regulations and Circulars /
Guidelines issued thereunder, has been submitted to the
Stock Exchanges.

Recommendation for the appointment of Secretarial
Auditor

Pursuant to Section 204 and other applicable provisions of
the Act read with rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI LODR Regulations and subject
to the approval of members at the ensuing Annual General
Meeting of the Company and pursuant to the recommendation
of the Audit Committee, the Board proposed to appoint
M/s. Siroya and BA Associates, Company Secretaries,
Firm Registration No.: P2019MH074300, holding Peer
Review Certificate No. 3907/2023 issued by the Institute of
Company Secretaries of India ("ICSI") as Secretarial Auditor
of the Company for a period of 5 (five) consecutive financial
years from the financial year 2025-26 (''Term’). Accordingly,
an Ordinary Resolution for appointment of the Secretarial
Auditor forms part of the Notice of ensuing AGM of the
Company.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

The Board of Directors of the Company has a Risk
Management Committee to frame, implement and monitor
the risk management plan for the Company.

During the year under review, the Risk Management
Committee reviewed the risks which may affect its
operations, employees, customers, vendors and all other
stakeholders from both the external and the internal
environment perspective. Based on the risk identification,
appropriate actions have been initiated to mitigate and/or
monitor such risks on a regular basis.

Other Risks associated to the business of the Company
including cyber risk and cyber security such as prevention
measures on threats, Malware, Virus and web application
threats, were being periodically reviewed by the Risk
Management Committee.

Based on the various IT systems and procedures for internal
financial controls and compliance systems established and
maintained by the Company, the work performed by the
internal and statutory auditors including the audit of internal

financial controls over financial reporting by the statutory
auditors and the reviews performed by Management, Risk
Management Committee and Audit Committee, the Board is
of the opinion that the Company’s internal financial controls
were adequate and effective during the year under review.

SECRETARIAL STANDARDS

During the year under review, the Company has complied
with the applicable provision of Secretarial Standards on
meetings of the Board of Directors ("SS-1") and on General
Meetings ("SS-2") issued by the ICSI in terms of section
118(10) of the Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The composition of the Corporate Social Responsibility
Committee, brief outline of the CSR policy of the Company
and the initiatives undertaken by the Company on CSR
activities during the year under review are set out in Annexure
B of this Report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

The terms of reference of the Corporate Social Responsibility
Committee are provided in the Corporate Governance
Report, which forms part of the Annual Report.

EMPLOYEES STOCK OPTIONS

The Company has in-force Credo Stock Option Plan 2020.
The disclosures as required under the Act with regard to the
Credo Stock Option Plan 2020 are given in Annexure C to
this Report and also available on the Company’s website at
www.credobrands.in.

A certificate from the Secretarial Auditors of your Company
viz. M/s. M. Siroya and Company, Company Secretaries with
respect to implementation of Credo Stock Option Plan 2020
will be available at the ensuing AGM for inspection by the
Members.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors,
KMPs and employees as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
given in Annexure D to this Report.

Details of employee remuneration as required under
Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be made available during 21
days before the Annual General Meeting in electronic mode
to any Shareholder upon request sent at Investorrelations@
Mufti.in. Such details are also available on your Company’s
website and can be accessed at the Web-link: https://www.
credobrands.in/investors/financials/#acc 46.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

Your Company has always endeavoured to provide a
safe, secured and harassment free workplace for every
individual working in the Company and to create an
environment that is free from any discrimination and
sexual harassment.

The Company has in place a policy on prevention of sexual
harassment of women at workplace. The Company has a
Committee of Prevention of Sexual Harassment of Women
at Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder.
The Committee is responsible for redressal of complaints
related to sexual harassment and follows the guidelines
provided in the policy. The Committee met four times during
the year under review.

During the year under review, there was no case filed under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

During the year under review, the Company has adopted
Vigil Mechanism and Whistle Blower Policy for Stakeholders
of the Company to report genuine concerns that could
have serious impact on the operations and performance
of the business of the Company and the same would also
be available on the Company’s website at https://www.
credobrands.in/investors/.

It is affirmed that no person has been denied access to the
Chairman of the Audit Committee.

ANNUAL RETURN

In accordance with section 134(3)(a) and section 92(3)
of the Act, read with the Companies (Management and
Administration) Rules, 2014, the annual return as on
March 31, 2025, in the prescribed format is available on
the Company’s website at https://www.credobrands.in/
investors/statutory-documents/#acc 48.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

During the year under review, the Company has not given
any loan, guarantee or security under section 186 of the Act.
The details of investments, as required under the provisions
of section 186 of the Act or Para A of Schedule V of the SEBI
LODR Regulations, are provided in Notes forming part of the
Standalone Financial Statements, which form part of the
Annual Report.

Disclosure of Loans and advances in the nature of loans to
firms/companies in which directors are interested by name
and amount:

During the year under review, the Company has not given
any Loans and advances in the nature of loans to firms/
companies in which directors were interested.

TRANSACTIONS WITH RELATED PARTIES

During the year under review, transactions entered into by
the Company with related parties were in the ordinary course
of business and on an arm’s length basis. Particulars of
contracts or arrangements with related parties as required
under section 134(3)(h) of the Act, in the prescribed Form
AOC-2 is given in Annexure E, which forms part of this
Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars as required under section 134(3)(m) of the
Act read with rule 8 of the Companies (Accounts) Rules, 2014,
relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, are given in Annexure
F, which forms part of this Report.

DEPOSITS FROM PUBLIC

During the year, your Company has not accepted any
deposits from public within the meaning of Sections 73 and
74 of the Act read together with the Companies (Acceptance
of Deposits) Rules, 2014. Further, there was no amount on
account of principal or interest on deposits from public was
outstanding as on March 31,2025.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year
under review as stipulated under SEBI LODR Regulations is
presented in a separate section forming part of this Report.

CORPORATE GOVERNANCE

Your Directors re-affirm their continued commitment to
the best practices of Corporate Governance. Corporate
Governance principles form an integral part of the core values
of your Company. The Report on Corporate Governance for
the year under review, as stipulated under Regulation 34
of the SEBI LODR Regulations, is presented in a separate
Section, and forms an integral part of the Annual Report.

A certificate from M/s. M. Siroya and Company, Practicing
Company Secretary regarding compliance of conditions of
corporate governance as stipulated under Chapter IV read
with relevant Schedule(s) to the SEBI LODR Regulations is
annexed to the Corporate Governance Report.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 124 of the Act, the details of unclaimed
dividends lying with the Company are as under:

Particulars	Date of	Last date for
	declaration	claiming due
		amount
Dividend 2023-24	August 30, 2024	October 05, 2031

CREDIT RATINGS

The Credit ratings assigned to the Company’s long-term and
short-term credit facility by CARE Ratings Limited (CARE)
are as follows:

During the year under review, there were no change in the

credit ratings assigned to the Company’s long-term and

short-term credit facility.

DISCLOSURE REQUIREMENTS

• Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of section
148(1) of the Act are not applicable for the business
activities carried out by the Company.

• The Managing Director of the Company did not receive
any remuneration or commission from the subsidiary
of the Company.

• Except as disclosed elsewhere in this Report, there are
no material changes affecting the financial position of
the Company, subsequent to the end of the financial
year under review till the date of this Report.

• There were no events relating to non-exercising of
voting rights in respect of shares purchased directly by
employees under a scheme pursuant to section 67(3)
of the Act read with Rule 16(4) of the Companies (Share
Capital and Debentures) Rules, 2014.

• During the year under review, the Auditors have not
reported any instances of fraud committed against the
Company by its officers or employees under section
143 (12) of the Act, to the Audit Committee or the Board.

• There has been no change in the nature of business of
the Company.

• There was no revision of financial statements and
Board’s Report of the Company during the year under
review.

• Except as disclosed in this Report, no changes in the
capital structure of the Company during the year.

Credit Facilities	Rating
Long Term Bank	CARE A ; Stable
Facilities	(Single A Plus; Outlook: Stable)
Short Term Bank	CARE A ; Stable / CARE A1
Facilities	(Single A Plus; Outlook: Stable /
	A One Plus)

• There was no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any
Bank or Financial Institution.

• There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status of the Company and its operations in
future.

• No issue of equity shares with differential rights as to
dividend, voting or otherwise.

• No Issue of Shares (including Sweat Equity Shares) to
employees of the Company under any Scheme save
and except Credo Stock Option Plan - 2020 referred to
in this Report.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and
thanks our customers, bankers, investors, shareholders,
vendors and all other stakeholders for their continued
support and patronage, extended to the Company.

For and on behalf of the Board of Directors
Kamal Khushlani

Mumbai Chairman and Managing Director

May 22, 2025 DIN: 00638929

---

Mar 31, 2024

Your Directors present this Twenty-Fifth Annual Report of the Company together with the audited financial statements (Standalone and Consolidated) for the financial year ended March 31,2024.

CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED

During the year under review, the Shareholders of the Company has approved conversion of the Company from private limited company into public limited company, vide Special Resolution passed at their Extraordinary General meeting held on April 18, 2023. Subsequently, the Company has received fresh Certificate of Incorporation consequent upon conversion to public limited company issued by the Registrar of Companies, Maharashtra, Mumbai, on May 11, 2023. Pursuant to the same, name of the Company has been changed from Credo Brands Marketing Private Limited to "Credo Brands Marketing Limited" with effect from May 11,2023.

INITIAL PUBLIC OFFERING OF THE COMPANY

During the year under review, the Company has also successfully completed its Initial Public Offering ("IPO") of 19,634,960 Equity Shares of face value of ''2 each of the Company (the "Equity Shares") by way of an Offer for Sale of Equity Shares by existing Shareholders of the Company. The Equity Shares of the Company have been listed on the BSE Limited and the National Stock Exchange of India Limited with effect from December 27, 2023.

FINANCIAL PERFORMANCE

The financial performance of the Company is as follows:

('' in million)

Particulars	Standalone		Consolidated
	Financial Year		Financial Year
	2023-24 (FY 2024)	2022-23 (FY 2023)	2023-24 (FY 2024)	2022-23 (FY 2023)
Revenue from operations	5,673.32	4,981.82	5,673.32	4,981.82
Other income	46.12	131.40	46.12	111.40
Total income	5,719.44	5,113.22	5,719.44	5,093.22
Operating expenditure	4,068.03	3,364.05	4,068.02	3,343.32
Depreciation and amortisation expense	622.25	534.30	621.90	534.30
Total expenses	4,690.28	3,898.35	4,689.92	3,877.62
Profit before finance costs and tax	1,029.16	1,214.87	1,029.52	1,215.60
Finance costs	240.57	177.36	240.58	177.48
Profit before tax	788.59	1,037.51	788.94	1,038.12
Tax expense	196.97	262.98	196.96	262.98
Profit for the year	591.62	774.53	591.98	775.14
Retained Earnings
Balance as at beginning of the year	2,613.27	2,160.15	2,613.20	2,159.47
Add: Profit for the period	591.62	774.53	591.98	775.14
Less: dividends paid on Equity shares	-	(321.51)	-	(321.51)
Add: Other comprehensive income / (loss)	(0.41)	0.10	(0.41)	0.10
Balance as at end of the year	3,204.48	2,613.27	3,204.77	2,613.20

OPERATIONAL PERFORMANCE

During the year under review, your Company has recorded an increase of 13.88% in Consolidated Revenue from operations at ''5,673.32 million as compared to ''4,981.82 million in the previous financial year. Your Company reported a decrease of 24.00% in the Consolidated Profit before Tax of ''788.94 million for the year under review as compared to ''1,038.12 million for the previous financial year.

During the year under review, your Company on standalone basis recorded an increase of 13.88% in Revenue from operations at ''5,673.32 million as compared to ''4,981.82 million in the previous financial year and a decrease of 23.99% in the Profit before Tax of ''788.59 million for the year under review as compared to ''1,037.51 million for the previous financial year.

Your Company’s products are available through a pan-India multichannel distribution network which has been built over the years comprising of our exclusive brand outlets ("EBOs"), large format stores ("LFSs") and multi-brand outlets ("MBOs"), as well as online channels comprising of our website and other e-commerce marketplaces.

During the year under review, the Company remains on a strong footing and aims to increase market share by expanding, while seeking sustainable and profitable growth opportunities for the Company. As of March 31, 2024, your Company has a pan-India presence through 425 EBOs, 77 LFSs and more than 1300 MBOs, with our reach extending from major metros to Tier-3 cities.

A detailed analysis of the Company’s performance and outlook is included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

DIVIDEND AND RESERVES

Your Directors have recommended an final dividend of ''0.50 (25%) per Equity Share for the FY 2023-24. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of '' 32.24 million.

Transfer to reserves

No amount was transferred to the General Reserve for the year under review.

DIVIDEND DISTRIBUTION POLICY

The Company has adopted Dividend Distribution Policy, which endeavours for fairness, consistency and sustainability while distributing profits to the Members of the Company. The same has been disclosed on the Company’s website at https://www.credobrands.in/investors/corporate-governance/#acc 631.

SIGNIFICANT EVENTS:

Issue of Bonus Shares

During the year under review, the Board of Directors at its Meeting held on April 07, 2023 allotted 9,645,282 equity shares of the Company of ''10/- each as bonus equity shares (the "Bonus Equity Shares") credited as fully paid-up, to the eligible shareholders of the Company in the proportion of 3 (Three) bonus equity shares of ''10/- each (Rupees Ten only) for every 1 (One) equity share of ''10/- each (Rupees Ten only) and capitalised the Securities premium account to the extent of sum of ''96,452,820/- (Rupees Nine Crore Sixty Four Lakh Fifty Two thousand Eight Hundred and Twenty only) to the credit of the Company’s Securities Premium Account of the Company.

Subdivision of Equity Shares

During the year under review, pursuant to a Board resolution dated April 07, 2023 and Shareholders’ resolution dated April 18, 2023, each existing equity shares of face value of '' 10/-each fully paid-up in the authorised, issued, subscribed and paid-up Share Capital of the Company has been sub divided into 5 (five) equity shares of face value of ''2/- each fully paid-up ("Sub-Division"). Consequently, post issue of Bonus Equity Shares and subdivision of Equity Shares, the paid-up Equity Share Capital of the Company was ''128,603,760 divided into 64,301,880 Equity Shares of ''2 each, fully paid-up.

Issue of Equity Shares under Credo Stock Option Plan 2020

During the year under review, the Company has issued and allotted, an aggregate of 179,340 Equity Shares of '' 2/- each to the eligible employees of the Company upon exercise of Stock Options granted under the Credo Stock Option Plan 2020 of the Company, on February 23, 2024.

Consequently, the paid-up Equity Share Capital of the Company as at March 31, 2024 was '' 128,962,440 divided into 64,481,220 Equity Shares of ''2 each, fully paid-up.

During the year under review, the Company has not issued any sweat equity shares or equity shares with differential rights.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, ("the Act"), your Directors, based on the representations received from the operating management and after due enquiry, confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following changes took place in the Board of Directors and Key Managerial Personnel of the Company.

Whole-time Director

During the year under review, pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 09, 2023 appointed Mrs. Poonam Khushlani as a Whole-time Director of the Company for a period of five years with effect from May 09, 2023. Subsequently, the Shareholders at their Extraordinary General Meeting held on July 04, 2023 have approved the appointment of Mrs. Poonam Khushlani as Whole-time Director and remuneration payable to her, during the tenure as Whole-time Director of the Company.

Independent Directors

During the year under review, the appointment of Mr. Amer Jaleel as an Independent Director of the Company has been ratified with effect from November 05, 2020 upto November 01, 2025 by the Board at its meeting held on May 09, 2023 and by the Shareholders at their Extra-ordinary General Meeting held on July 04, 2023.

Mr. Paresh Bambolkar and Mrs. Ramona Jogeshwar were appointed as Independent Directors of the Company for a period of five years w.e.f. May 09, 2023, pursuant to resolutions passed by the Board of Directors on May 09, 2023 and Special Resolutions passed by the Shareholders at their Extra-ordinary General Meeting held on July 04, 2023. In the opinion of the Board, Independent Directors possess requisite expertise, integrity and experience (including proficiency) and are independent of the management of the Company.

Non-Executive Director

During the year under review, Mr. Manoj Nakra was appointed as a Non-Executive (Additional) Director of the Company with effect from May 09, 2023 by the Board of Directors at its Meeting held on May 09, 2023. Subsequently, the Shareholders at their Extraordinary General Meeting held on July 04, 2023 have approved the appointment of Mr. Manoj Nakra as Director of the Company, liable to retire by rotation.

Retire by rotation

Mr. Kamal Khushlani, Chairman and Managing Director retires by rotation and being eligible, offers himself for reappointment.

A resolution seeking shareholders’ approval for his appointment/re-appointment along with other required details forms part of the Notice.

Key Managerial Personnel

During the year under review, Mr. Rasik Mittal was appointed as Chief Financial Officer (Key Managerial Person) w.e.f. April 07, 2023.

Mr. Sanjay Kumar Mutha was appointed as Company Secretary of the Company w.e.f. April 07, 2023.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company confirming that each of them meet the criteria of independence as provided in section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). They have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management.

BOARD EVALUATION

The Nomination and Remuneration Committee, in order to facilitate the performance evaluation process, laid down the evaluation criteria and procedure.

The Board of Directors has carried out an annual evaluation of its own performance, Committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, dynamics, participation, effectiveness of board processes, information and functioning, etc.

The performance of the Committees were evaluated by the Board after seeking inputs from the Committee members and other Board members on the basis of criteria such as the composition of committees, roles and responsibility, analysis, decision-making, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was also evaluated, taking into account the views of executive directors and non-executive directors.

The performance of individual Directors were reviewed on the basis of criteria such as the engagement, leadership, analysis, interaction, governance and contribution of the individual Director to the Board and Committee meetings, etc.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Independent Directors at their separate meeting held on March 30, 2024 and May 23, 2024 based on the feedback received from the Directors, reviewed the performance evaluation of Directors, the Board as a whole, the Chairman of the Board after taking into account the views of executive directors and nonexecutive directors of the Company and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Independent Directors expressed their appreciation for the overall functioning of the Board, its various Committees and with the performance of other Non-executive and Executive Directors. They also appreciated the in-depth knowledge and leadership role of the Chairman of the Board. The Board expressed its satisfaction with the overall evaluation process.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board has adopted the Remuneration policy for Directors, Key Managerial Personnel and other employees of the Company under section 178(4) of the Act and Policy on diversity of Board of Directors. These policies are available at the Company’s website at https://www.credobrands.in/ investors/corporate-governance/#acc 631.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 11 meetings of the Board of Directors of the Company were held, which were attended by majority of directors. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of the Annual Report.

AUDIT COMMITTEE

During the year under review, the Board has constituted an Audit Committee comprising of Mr. Paresh Bambolkar as Chairman of the Committee and Mr. Amer Jaleel and Mr.

Manoj Nakra as other Members of the Committee w.e.f. May 09, 2023. The Company Secretary of the Company acts as the Secretary of the Committee. All Members of the Committee possess accounting and financial management expertise. For further details of the Audit Committee, please refer to the Corporate Governance Report, which forms part of the Annual Report.

SUBSIDIARY

KAPS Mercantile Private Limited ("KAPS)" was incorporated on August 05, 2008 and was engaged in the business of providing services of manufacturing of garments on Job work basis.

The Company holds 100% of the equity stake in the KAPS since, April 28, 2022.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiary, have been prepared in accordance with the Act and applicable Indian Accounting Standards (Ind AS) along with all relevant documents and the Auditors’ Report thereon, forms part of the Annual Report.

Pursuant to the provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiary as on March 31, 2024 in the prescribed Form AOC-1 is attached to the Financial Statements of the Company, which forms part of the Annual Report.

In accordance with the provisions of section 136(1) of the Act, the Annual Report of the Company, containing therein the standalone and consolidated Financial Statements of the Company and the audited financial statements of the subsidiary have been uploaded on the website of the Company. The audited financial statements in respect of the subsidiary company shall also be kept open for inspection at the Registered Office of the Company during the working hours for a period of 21 days before the date of forthcoming Annual General Meeting. The aforesaid documents relating to subsidiary company would be made available to any Member interested in obtaining the same upon a request made to the Company.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

Pursuant to the provisions of section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration No. 117366W / W-100018) had been appointed as the Statutory Auditors of the Company to hold office for second term of five years from the conclusion of the Twentieth Annual General Meeting of the Company held on

September 30, 2019 until the conclusion of the forthcoming Twenty-fifth Annual General Meeting of the Company.

Auditors'' Report

The Auditors’ Reports on the Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2024 are issued with unmodified opinion.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M Siroya and Company, Company Secretaries (Certificate of Practice Number: 4157) to undertake the Secretarial Audit of the Company.

Secretarial Audit Report and Annual Secretarial Compliance Report

The Company has annexed a Secretarial Audit Report for the Financial Year 2023-24 given by the Secretarial Auditor, to this Report as Annexure A. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Annual Secretarial Compliance Report duly issued by Secretarial Auditors for the Financial Year 2023-24 for applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder, has been submitted to the Stock Exchanges.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

The Management met periodically for identifying, assessing, mitigating and monitoring of all risks associated with the business of the Company. During the year under review, the Risk Management Committee reviewed the risks which may affect its operations, employees, customers, vendors and all other stakeholders from both the external and the internal environment perspective. Based on the risk identification, appropriate actions have been initiated to mitigate and/or monitor such risks on a regular basis.

Other Risks associated to the business of the Company including cyber risk and cyber security such as prevention measures on threats, Malware, Virus and web application threats, were being periodically reviewed by the Risk Management Committee.

Based on the various IT systems and procedures for internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal and statutory auditors including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management, Risk Management Committee and Audit Committee, the Board is

of the opinion that the Company’s internal financial controls were adequate and effective during the year under review.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provision of Secretarial Standards on meetings of the Board of Directors ("SS-1") and on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The composition of the Committee, brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure B of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The terms of reference of the Corporate Social Responsibility Committee are provided in the Corporate Governance Report, which forms part of the Annual Report.

EMPLOYEES STOCK OPTIONS

The Company has in-force Credo Stock Option Plan 2020. The disclosures as required under the Act with regard to the Credo Stock Option Plan 2020 are given in Annexure C to this Report and also available on the Company’s website at www.credobrands.in.

PARTICULARS OF EMPLOYEES

Details of employee remuneration as required under provisions of Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules will be made available during 21 days before the Annual General Meeting in electronic mode to any Shareholder upon request sent at Investorrelations@ Mufti.in. Such details are also available on your Company’s website and can be accessed at the Web-link: https://www. credobrands.in/investors/financials/#acc 46.

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure D to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always endeavoured to provide a safe, secured and harassment free workplace for every individual working in the Company and to create an environment that is free from any discrimination and sexual harassment.

• Except as disclosed elsewhere in this Report, there are no material changes affecting the financial position of the Company, subsequent to the end of the financial year under review till the date of this Report.

• There were no events relating to non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

• During the year under review, the statutory auditors have not reported to the Board, under section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

• There has been no change in the nature of business of the Company.

• There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any Bank or Financial Institution.

• There are no significant and material orders passed by the regulators or courts or tribunals impacting the going

The Company has in place a policy on prevention of sexual harassment of women at workplace. The Company has a Committee of Prevention of Sexual Harassment of Women at Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Committee is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. The Committee met four times during the year under review.

During the year under review, there was no case filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

During the year under review, the Company has adopted Vigil Mechanism and Whistle Blower Policy for Stakeholders of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company and the same would also be available on the Company’s website at https://www. credobrands.in/investors/.

ANNUAL RETURN

In accordance with section 134(3)(a) and section 92(3) of the Act, the annual return as on March 31, 2024, in prescribed format is available on the Company’s website at https://www. credobrands.in/investors/statutory-documents/#acc 48.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not given any loan, guarantee or security under section 186 of the Act. The details of investments, as required under the provisions of section 186 of the Act or Para A of Schedule V of the Listing Regulations, are provided in Notes forming part of the Standalone Financial Statements, which form part of the Annual Report.

Disclosure of Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount:

During the year under review, the Company has not given any Loans and advances in the nature of loans to firms/ companies in which directors were interested.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, transactions entered into by the Company with related parties were in the ordinary course

of business and on an arm’s length basis. Particulars of contracts or arrangements with related parties as required under section 134(3)(h) of the Act, in the prescribed Form AOC-2 is given in Annexure E, which forms part of this Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in Annexure F, which forms part of this Report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 124 of the Act, all dividends declared by the Company have been fully paid to the Shareholders of the Company. There was no dividend that remained unpaid / unclaimed with the Company as on March 31,2024, which required to be transferred to the IEPF.

CREDIT RATINGS

Your Company has obtained ratings from CARE Ratings Limited (CARE) for the Company’s long-term and short-term credit facility, as follows:

Credit Facilities	Rating
Long Term Bank Facilities	CARE A ; Stable (Single A Plus; Outlook: Stable)
Short Term Bank Facilities	CARE A ; Stable / CARE A1 (Single A Plus; Outlook: Stable / A One Plus)

During the year under review, there were no change in the credit ratings assigned to the Company’s long-term and short-term credit facility.

DISCLOSURE REQUIREMENTS

• Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Act are not applicable for the business activities carried out by the Company.

• The Managing Director of the Company did not receive any remuneration or commission from the subsidiary of the Company.

concern status of the Company and its operations in future.

• No equity shares were issued with differential rights as to dividend, voting or otherwise.

• No Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save and except Credo Stock Option Plan - 2020 referred to in this Report.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation and

thanks our customers, bankers, investors, shareholders,

vendors and all other stakeholders for their continued

support and patronage, extended to the Company.

For and on behalf of the Board of Directors

Kamal Khushlani Chairman and Managing Director

Mumbai

Date: May 30, 2024