Credo Brands Marketing Ltd Directors Report

Dear Members,

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

FINANCIAL PERFORMANCE

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2025 is summarised below: ( in millions)

Particulars	Standalone Financial Year 2024-25 2023-24		Consolidated Financial Year 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

COMPANYS 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 Companys 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 Companys 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 Companys 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 Companys 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 its 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 Companys 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

TheAuditorsReportsontheFinancialStatement(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 MeetingoftheCompanyandpursuanttotherecommendation 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 arms 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 declaration	Last date for claiming due amount
Dividend 2023-24	August 30, 2024	October 05, 2031

CREDIT RATINGS

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

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)

During the year under review, there were no change in the credit ratings assigned to the Companys 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 Boards 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.

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