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:

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:

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:

• 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