Credo Brands Marketing Ltd Directors Report

Dear Members,

The Board of Directors present the Companys Twenty-seventh Annual Report together with the audited financial statement of the Company for the financial year ended March 31, 2026.

FINANCIAL PERFORMANCE

The Companys financial performance for the year ended March 31, 2026 is summarised below: ( in million)

Particulars	Financial Year
	2025-26	2024-25
Revenue from operations	5,921.03	6,181.80
Other income	108.50	60.79
Total income	6,029.53	6,242.59
Operating expenditure	4,379.13	4,383.63
Depreciation and amortisation expense	743.70	685.65
Total expenses	5,122.83	5,069.28
Profit before finance costs and tax	906.70	1,173.31
Finance costs	254.73	255.01
Exceptional Item	13.97	-
Profit before tax	638.00	918.30
Tax expense	163.76	234.21
Profit for the year	474.24	684.09
Retained Earnings
Balance as at beginning of the year	3,858.10	3,204.48
Add: Profit for the period	474.24	684.09
Less: dividends paid on Equity shares	(196.11)	(32.48)
Add: Other comprehensive income / (loss)	1.40	2.01
Balance as at end of the year	4,137.63	3,858.10

COMPANYS PERFORMANCE

During the year under review, the Company recorded a decrease of 4.22% in revenue from operations at 5,921.03 million as compared to 6,181.80 million in the previous financial year and a decrease of 30.52% in the profit before tax of 638.00 million for the year under review as compared to 918.30 million for the previous financial year.

Earnings Per Share (EPS): The basic EPS of the Company stood at 7.26 for the year under review as against 10.54 for the previous year and Diluted EPS stood at 7.25 for the year under review as against 10.52 for the previous year.

The Financial Year 2025-26 was a year of transition and disciplined execution for the Company. While overall market conditions in the mid-premium and premium apparel segment remained challenging for most of the year. The Company focused on strengthening the brand, improving the quality of its retail network, and investing behind the long-term positioning of MUFTI. The Financial Year 2025-26 marked an important phase in our MUFTI 2.0 journey. Over the year, the Company continued to premiumise the store experience, sharpen merchandise architecture, and evolve the overall presentation of the brand. The response to the new-format stores opened so far has been encouraging and reinforces our belief that consumers continue to value brands that evolve with changing aspirations.

As part of this transformation, the Company remains focused on improving productivity across the retail network by closing underperforming stores and selectively opening experience-led stores in better locations. Our objective remains clear, to build a healthier, more productive, and more aspirational retail network over time.

Looking ahead, the broader macroeconomic environment continues to remain uncertain, with ongoing geopolitical tensions and global conflict situation potentially impacting consumer sentiment, inflationary trends, supply chains, and discretionary spending patterns across markets. However, the management believes the investments being made in retail experience, digital engagement, brand building and product mix, would help place MUFTI on a stronger, more relevant, and sustainable growth path in the years ahead.

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. As of March 31, 2026, the Company has a pan-India presence through 429 EBOs, 148 LFSs and 1336 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 2.00 (100%) per Equity Share of 2.00 each for the financial year 2025-26. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of 130.74 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/files/ Dividend_Distribution_Policy.pdf

EQUITY SHARE CAPITAL

Issue of Equity Shares under Credo Stock Option Plan 2020

During the year under review, the Company has allotted 59,600 Equity Shares of 2.00 each to the eligible employee 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, 2026 was 130,740,206 divided into 65,370,103 Equity Shares of 2.00 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, 2026, 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, 2026, 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 Key Managerial Personnel (KMPs) of the Company, during the year under review.

During the year review, the Shareholders at its Annual General Meeting held on September 22, 2025, based on the recommendations of the Board and Nomination and Remuneration Committee, have re-appointed Mr. Amer Jaleel (DIN: 03194596) as an Independent Director for the second term of 5 consecutive years commencing from November 02, 2025 to November 01, 2030.

Retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Poonam Khushlani (DIN: 01179171), Whole-time Director of the Company, retires by rotation as a Director and being eligible, offers herself for re-appointment. The Board, based on the recommendation of the Nomination and Remuneration Committee, has recommended her re-appointment. The resolution for aforesaid re-appointment along with the brief profile and other related information of Mrs. Poonam Khushlani form part of the Notice convening the Annual General Meeting (AGM).

Re-appointment of Mr. Kamal Khushlani as Chairman and Managing Director

The Shareholders of the Company at their Extraordinary General Meeting held on March 29, 2022, had appointed Mr. Kamal Khushlani (DIN: 00638929) as the Chairman and Managing Director of the Company for a period of five years with effect from March 08, 2022. The present tenure of Mr. Kamal Khushlani as the Managing Director of the Company would come to an end on March 07, 2027. Based on the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on May 21, 2026 has recommended the re-appointment of Mr. Kamal Khushlani as the Chairman and Managing Director of the Company for a period of five years on expiry of his present term of office, i.e., with effect from March 08, 2027, subject to approval of the Shareholders at the ensuing Annual General Meeting. The resolution for aforesaid reappointment along with the brief profile and other related information of Mr. Kamal Khushlani form part of the Notice convening the AGM.

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 Independent Directors on the Board of the 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 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.

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 the 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 was 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 21, 2026 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 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, five meetings of the Board of Directors of the Company were held, which were attended by all 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 Dr. 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

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. During the year under review, the name of KMPL has been struck off from the Register of Companies w.e.f. April 23, 2025 and KMPL was dissolved.

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/S000168) 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 Standalone Financial Statement of the Company for the financial year ended March 31, 2026 are issued with unmodified opinion. The Auditors Report does not contain any qualification, reservation or adverse remark.

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 pursuant to the recommendation of the Audit Committee and the Board, the Members at their Annual General Meeting of the Company held on September 22, 2025 appointed 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 till financial year 2029-30.

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 Auditor for the year under review 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 Company has constituted Risk Management Committee to frame, implement and monitor the risk management framework designed to identify, assess and mitigate Risks. 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, the Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively.

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 under 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 https://www.credobrands.in/investors/ statutory-documents/#acc_1142 .

A certificate from the Secretarial Auditor of the Company viz. M/s. Siroya and BA Associates, 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 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.

Disclosures relating to remuneration and other details 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 forms part of this Report. In terms of the provisions of the second proviso to section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may send their email to Investorrelations@Mufti.in .

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. The Company has also constituted Internal Complaints Committees under POSH Act to redress and resolve any compliant arising thereunder 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 compliant filed under the POSH Act.

The Code on Social Security, 2020 - Maternity benefit

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has in place 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/corporate-governance/#acc_631 .

Employees and stakeholders are expected to report actual or suspected violations of applicable laws, regulations, and the Code of Conduct. 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, 2026, 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 or providing any guarantee or security under section 186 of the Act.

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.

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.

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.

Policy on dealing with related party transactions is available on the website of the Company and can be accessed at the link - https://www.credobrands.in/investors/corporate-governance/#acc_631

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 under review, the 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, 2026.

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
Dividend 2024-25	September 22, 2025	October 28, 2032

CREDIT RATINGS

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

Credit Facilities	Rating
Long Term Bank Facilities	CARE A+; Stable (Single A Plus; Outlook: Stable)
Short Term Bank Facilities	CARE A1+ (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 bank facilities.

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 or Whole-time 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 21, 2026	DIN: 00638929