We have audited the accompanying standalone financialstatements of Credo Brands Marketing Limited ("theCompany"), which comprise the Balance Sheet as at March31, 2025, and the Statement of Profit and Loss, includingOther Comprehensive Income, Statement of Changesin Equity and Statement of Cash Flows for the year thenended, and notes to the standalone financial statements,including material accounting policy information and otherexplanatory information (hereinafter referred to as the"standalone financial statements").
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalonefinancial statements give the information required by theCompanies Act, 2013 ("the Act’) in the manner so requiredand give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of theAct read with Companies (Indian Accounting Standards)Rules, 2015, as amended ("Ind AS") and other accountingprinciples generally accepted in India, of the state of affairsof the Company as at March 31, 2025, and profit (includingother comprehensive income), changes in equity and itscash flows for the year ended on that date.
We conducted our audit of the standalone financialstatements in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further describedin the 'Auditor’s Responsibilities for the Audit of theStandalone Financial Statements’ section of our report. Weare independent of the Company in accordance with the Codeof Ethics issued by the Institute of Chartered Accountants ofIndia ("ICAI") together with the ethical requirements that arerelevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder,and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics.We believe that the audit evidence obtained by us is sufficientand appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone financial statements for the year ended March31, 2025. These matters were addressed in the context ofour audit of the standalone financial statements as a whole,and in forming our opinion thereon, and we do not provide aseparate opinion on these matters. We have determined thematters described below to be the key audit matters to becommunicated in our report.
Key Audit Matter
How the Key Audit Matter was addressed in our audit
Revenue Recognition
The Company sells its products through various channels likedistributors, franchisees and exclusive brand outlets (EBO) etc.As per the accounting policy of the Company, the revenue isrecognised upon the transfer of control of goods to the customerand thus requires an estimation of the revenue including takinginto consideration the sales returns.
Owing to the volume of sales transactions spread acrossvarious channels and locations, there is a risk of revenue beingrecognized before control is transferred. Also the estimate ofsales returns depends on sales terms and volumes and pasthistory of quantum of returns.
In accordance with Ind AS 115, "Revenue from contracts withcustomers", to account for the transfer of products with a right ofreturn, Company records the revenue for the transferred productsand reverses revenue for the products expected to be returnedand record a refund liability and an asset, with correspondingadjustment to cost of sales, for its right to recover products fromcustomers on settling the refund liability.
To obtain sufficient and appropriate audit evidence our
principal audit procedures are as below, amongst others:
• Evaluated the appropriateness of the revenuerecognition accounting policies in compliance with theaccounting standards.
• Evaluated the design and tested the operatingeffectiveness of Company’s controls to assess theoccurrence of revenue recorded and adequacy of thesales reversal and the corresponding right to returnassets.
• Tested on a sample basis, the evidence of dispatches todistributor’s and franchisee’s and for the revenue fromexclusive brand outlets verified the tender collectedwith the sales invoices for the selected samples.
• Evaluated and verified the season-wise sales trend todetermine the appropriateness of the sales reversal andthe right to return asset created by the Management.
• Tested the arithmetical accuracy of the Sales Reversaland right to return asset computation.
The estimate of the expected sale returns involves significantjudgment and analysis for such obligation.
Recognition of revenue and the right to return asset is thereforeconsidered a key audit matter.
• Evaluated and verified the appropriateness of thepresentation and adequacy of the disclosures made inthe standalone financial statements.
The Company’s Board of Directors is responsible forthe other information. The other information comprisesthe information included in the Annual Report includingDirector’s Report but does not include the standalone andconsolidated financial statements and our auditor’s reportthereon. The company’s Annual report is expected to bemade available to us after the date of this auditor’s report.Our opinion on the standalone financial statements does notcover the other information and we will not express any formof assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationidentified above when it becomes available and, in doingso, consider whether the other information is materiallyinconsistent with the standalone financial statements or ourknowledge obtained in the audit or otherwise appears to bematerially misstated.
When we read the Annual Report including Director’s report,if we conclude that there is a material misstatement therein,we are required to communicate the matter to those chargedwith governance under SA 720 'The Auditor’s responsibilitiesRelating to Other Information’.
RESPONSIBILITIES OF MANAGEMENT AND THOSECHARGED WITH GOVERNANCE FOR THE STANDALONEFINANCIAL STATEMENTS
The Company’s Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these standalone financial statementsthat give a true and fair view of the financial position,financial performance, changes in equity and cash flows ofthe Company in accordance with the accounting principlesgenerally accepted in India, including the AccountingStandards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating
effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the standalone financial statement that givea true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone financial statements, theManagement and Board of Directors are responsible forassessing the Company’s ability to continue as a goingconcern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accountingunless the Board of Directors either intends to liquidatethe Company or to cease operations, or has no realisticalternative but to do so.
The Board of Directors are also responsible for overseeingthe Company’s financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor’s report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
We give in "Annexure A" a detailed description of Auditor’sresponsibilities for Audit of the Standalone FinancialStatements.
The standalone financial statements of the Company for theyear ended March 31,2024, were audited by another auditorwhose report dated May 30, 2024 expressed an unmodifiedopinion on those statements.
1. As required by the Companies (Auditor’s Report) Order,2020 ("the Order"), issued by the Central Government
of India in terms of sub-section (11) of section 143 ofthe Act, we give in "Annexure B" a statement on thematters specified in paragraphs 3 and 4 of the Order, tothe extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit.
(b) In our opinion, proper books of account as requiredby law have been kept by the Company so far asit appears from our examination of those booksexcept for the matters stated in the paragraph 2(g)below on reporting under Rule 11(g).
(c) The Balance Sheet, the Statement of Profit andLoss including other comprehensive income,the Statement of Changes in Equity and theStatement of Cash Flow dealt with by this Reportare in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financialstatements comply with the Accounting Standardsspecified under Section 133 of the Act.
(e) On the basis of the written representationsreceived from the directors as on March 31,2025taken on record by the Board of Directors, noneof the directors are disqualified as on March 31,2025 from being appointed as a director in termsof Section 164 (2) of the Act.
(f) With respect to the adequacy of the internalfinancial controls with reference to standalonefinancial statements of the Company and theoperating effectiveness of such controls, refer toour separate Report in "Annexure C".
(g) The reservation relating to the maintenance ofaccounts and other matters connected therewithare as stated in paragraph 2(b) above on reportingunder Section 143(3)(b) and paragraph 2(h)(vi)below on reporting under Rule 11(g).
(h) With respect to the other matters to be included inthe Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014,in our opinion and to the best of our informationand according to the explanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial positionin its standalone financial statements -Refer Note 33 to the standalone financialstatements;
ii. The Company did not have any long-termcontracts including derivative contracts for
which there were any material foreseeablelosses.
iii. There were no amounts which were requiredto be transferred to the Investor Educationand Protection Fund by the Company.
iv. (1) The Management has represented
that, to the best of its knowledge andbelief, no funds have been advancedor loaned or invested (either fromborrowed funds or share premium orany other sources or kind of funds)by the Company to or in any otherperson(s) or entity(ies), includingforeign entities ("Intermediaries"), withthe understanding, whether recordedin writing or otherwise, that theIntermediary shall, directly or indirectlylend or invest in other persons or entitiesidentified in any manner whatsoever byor on behalf of the Company ("UltimateBeneficiaries") or provide any guarantee,security or the like on behalf of theUltimate Beneficiaries.
(2) The Management has represented,that, to the best of its knowledge andbelief, no funds have been receivedby the Company from any person(s)or entity(ies), including foreignentities (Funding Parties), with theunderstanding, whether recorded inwriting or otherwise, as on the dateof this audit report, that the Companyshall, directly or indirectly, lend orinvest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalfof the Ultimate Beneficiaries.
(3) Based on the audit proceduresperformed that have been consideredreasonable and appropriate in thecircumstances, and according to theinformation and explanations providedto us by the Management in thisregard nothing has come to our noticethat has caused us to believe that therepresentations under sub-clause (i)and (ii) of Rule 11(e) as provided under(1) and (2) above, contain any materialmis-statement.
v. The final dividend paid by the Company duringthe year in respect of the same declaredfor the previous year is in accordance withsection 123 of the Companies Act 2013 tothe extent it applies to payment of dividend.The Board of Directors of the Company haveproposed final dividend for the year whichis subject to the approval of the membersat the ensuing Annual General Meeting.The dividend declared is in accordance withsection 123 of the Act to the extent it appliesto declaration of dividend. (Refer Note 43 tothe Standalone financial statements)
vi. Based on our examination which includedtest checks, the Company has used anaccounting software for maintaining itsbooks of account which has a feature ofrecording audit trail (edit log) facility, exceptthat no audit trail feature was enabled at thedatabase level in respect of an accountingsoftware to log any direct data changesas explained in Note 44 to the financialstatements.
Further, where enabled, audit trail feature hasbeen operated for all relevant transactionsrecorded in the accounting software(s).
Also, during the course of our audit, we didnot come across any instance of audit trailfeature being tampered with in respect ofsuch accounting software. Additionally, theaudit trail of prior year, has been preservedby the Company as per the statutoryrequirements for record retention to theextent it was enabled and recorded in therespective year as explained in Note 44 to thefinancial statements.
3. In our opinion, according to information, explanationsgiven to us, the remuneration paid by the Company toits directors is within the limits laid prescribed underSection 197 read with Schedule V of the Act and therules thereunder.
Chartered AccountantsICAI Firm Registration Number: 001595S/S000168
Partner
Place: Mumbai Membership No. 109752
Date: May 22, 2025 UDIN: 25109752BMMMGH4963