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AUDITOR'S REPORT

Credo Brands Marketing Ltd.

You can view full text of the latest Auditor's Report for the company.
Market Cap. (₹) 745.61 Cr. P/BV 1.98 Book Value (₹) 57.61
52 Week High/Low (₹) 214/105 FV/ML 2/1 P/E(X) 10.91
Bookclosure 10/09/2025 EPS (₹) 10.46 Div Yield (%) 2.63
Year End :2025-03 

We have audited the accompanying standalone financial
statements of Credo Brands Marketing Limited ("the
Company"), which comprise the Balance Sheet as at March
31, 2025, and the Statement of Profit and Loss, including
Other Comprehensive Income, Statement of Changes
in Equity and Statement of Cash Flows for the year then
ended, and notes to the standalone financial statements,
including material accounting policy information and other
explanatory information (hereinafter referred to as the
"standalone financial statements").

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 ("the Act’) in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act read with Companies (Indian Accounting Standards)
Rules, 2015, as amended ("Ind AS") and other accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2025, and profit (including
other comprehensive income), changes in equity and its
cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described
in the 'Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements’ section of our report. We
are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of
India ("ICAI") together with the ethical requirements that are
relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics.
We believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the year ended March
31, 2025. These matters were addressed in the context of
our audit of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the
matters described below to be the key audit matters to be
communicated 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 like
distributors, franchisees and exclusive brand outlets (EBO) etc.
As per the accounting policy of the Company, the revenue is
recognised upon the transfer of control of goods to the customer
and thus requires an estimation of the revenue including taking
into consideration the sales returns.

Owing to the volume of sales transactions spread across
various channels and locations, there is a risk of revenue being
recognized before control is transferred. Also the estimate of
sales returns depends on sales terms and volumes and past
history of quantum of returns.

In accordance with Ind AS 115, "Revenue from contracts with
customers", to account for the transfer of products with a right of
return, Company records the revenue for the transferred products
and reverses revenue for the products expected to be returned
and record a refund liability and an asset, with corresponding
adjustment to cost of sales, for its right to recover products from
customers 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 revenue
recognition accounting policies in compliance with the
accounting standards.

• Evaluated the design and tested the operating
effectiveness of Company’s controls to assess the
occurrence of revenue recorded and adequacy of the
sales reversal and the corresponding right to return
assets.

• Tested on a sample basis, the evidence of dispatches to
distributor’s and franchisee’s and for the revenue from
exclusive brand outlets verified the tender collected
with the sales invoices for the selected samples.

• Evaluated and verified the season-wise sales trend to
determine the appropriateness of the sales reversal and
the right to return asset created by the Management.

• Tested the arithmetical accuracy of the Sales Reversal
and right to return asset computation.

Key Audit Matter

How the Key Audit Matter was addressed in our audit

The estimate of the expected sale returns involves significant
judgment and analysis for such obligation.

Recognition of revenue and the right to return asset is therefore
considered a key audit matter.

• Evaluated and verified the appropriateness of the
presentation and adequacy of the disclosures made in
the standalone financial statements.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL
STATEMENTS AND AUDITOR'S REPORT THEREON

The Company’s Board of Directors is responsible for
the other information. The other information comprises
the information included in the Annual Report including
Director’s Report but does not include the standalone and
consolidated financial statements and our auditor’s report
thereon. The company’s Annual report is expected to be
made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not
cover the other information and we will not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially 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 charged
with governance under SA 720 'The Auditor’s responsibilities
Relating to Other Information’.

RESPONSIBILITIES OF MANAGEMENT AND THOSE
CHARGED WITH GOVERNANCE FOR THE STANDALONE
FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance, changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Accounting
Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the standalone financial statement that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, the
Management and Board of Directors are responsible for
assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

The Board of Directors are also responsible for overseeing
the Company’s financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

We give in "Annexure A" a detailed description of Auditor’s
responsibilities for Audit of the Standalone Financial
Statements.

OTHER MATTER:

The standalone financial statements of the Company for the
year ended March 31,2024, were audited by another auditor
whose report dated May 30, 2024 expressed an unmodified
opinion on those statements.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

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 of
the Act, we give in "Annexure B" a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as
it appears from our examination of those books
except for the matters stated in the paragraph 2(g)
below on reporting under Rule 11(g).

(c) The Balance Sheet, the Statement of Profit and
Loss including other comprehensive income,
the Statement of Changes in Equity and the
Statement of Cash Flow dealt with by this Report
are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act.

(e) On the basis of the written representations
received from the directors as on March 31,2025
taken on record by the Board of Directors, none
of the directors are disqualified as on March 31,
2025 from being appointed as a director in terms
of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure C".

(g) The reservation relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 2(b) above on reporting
under 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 in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
in our opinion and to the best of our information
and according to the explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements -
Refer Note 33 to the standalone financial
statements;

ii. The Company did not have any long-term
contracts including derivative contracts for

which there were any material foreseeable
losses.

iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company.

iv. (1) The Management has represented

that, to the best of its knowledge and
belief, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

(2) The Management has represented,
that, to the best of its knowledge and
belief, no funds have been received
by the Company from any person(s)
or entity(ies), including foreign
entities (Funding Parties), with the
understanding, whether recorded in
writing or otherwise, as on the date
of this audit report, that the Company
shall, directly or indirectly, lend or
invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(3) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, and according to the
information and explanations provided
to us by the Management in this
regard nothing has come to our notice
that has caused us to believe that the
representations under sub-clause (i)
and (ii) of Rule 11(e) as provided under
(1) and (2) above, contain any material
mis-statement.

v. The final dividend paid by the Company during
the year in respect of the same declared
for the previous year is in accordance with
section 123 of the Companies Act 2013 to
the extent it applies to payment of dividend.
The Board of Directors of the Company have
proposed final dividend for the year which
is subject to the approval of the members
at the ensuing Annual General Meeting.
The dividend declared is in accordance with
section 123 of the Act to the extent it applies
to declaration of dividend. (Refer Note 43 to
the Standalone financial statements)

vi. Based on our examination which included
test checks, the Company has used an
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility, except
that no audit trail feature was enabled at the
database level in respect of an accounting
software to log any direct data changes
as explained in Note 44 to the financial
statements.

Further, where enabled, audit trail feature has
been operated for all relevant transactions
recorded in the accounting software(s).

Also, during the course of our audit, we did
not come across any instance of audit trail
feature being tampered with in respect of
such accounting software. Additionally, the
audit trail of prior year, has been preserved
by the Company as per the statutory
requirements for record retention to the
extent it was enabled and recorded in the
respective year as explained in Note 44 to the
financial statements.

3. In our opinion, according to information, explanations
given to us, the remuneration paid by the Company to
its directors is within the limits laid prescribed under
Section 197 read with Schedule V of the Act and the
rules thereunder.

For M S K C & Associates LLP
(Formerly known as M S K C & Associates)

Chartered Accountants
ICAI Firm Registration Number: 001595S/S000168

Ojas D. Joshi

Partner

Place: Mumbai Membership No. 109752

Date: May 22, 2025 UDIN: 25109752BMMMGH4963

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