Javeri Fiscal Services Ltd.

DIRECTOR'S REPORT

To,

The Members,

Credo Brand Marketing Private Limited.

Your Directors have pleasure in presenting their TWENTY THIRD (23RD) Annual Report on the Business and Operation of the Company together with the Audited Financial Statement for the year ended 31st March, 2022.

1. Financials Results:

Profit & Loss Statement for the year ended 31st March, 2022 is given below:

(Figures in Crores)

Particulars

FY 2021-22

FY 2020-21

Total Revenue

374.40

295.07

Depreciation

12.43

12.58

Expenditure

307.85

270.42

Total Expenditure

320.28

283.00

Profit before tax

54.12

12.06

Current tax

18.74

5.00

Short/(Excess) Provision for Tax

-0.65

-0.62

Deferred tax

-3.52

-1.58

Profit / loss after income tax

39.55

9.26

Earnings per share

123.90

29.00

2. Brief description of the Company?s working during the year/State of Company?s affairs.

The company has managed to differentiate itself from the other brands as its new Brand identity (Logo) is inspired by Devnagari alphabet `M' which first letter of MUFTI and its place of origin MUMBAI. The new retail store concept also reflects the `work-in-progress' nature of Mumbai which has helped in enhancing the Brand Image. MUFTI has with its unique designs and superior quality products enhanced its offerings by targeting different moments in the consumer?s life & by offering Urban casuals, Relaxed casuals, Authentic casuals and Ath-leisure thereby increasing the target audience age band to 18-45 years.

The performance of the company was better compared to previous year though it could not reach its full potential as the impact of COVID-19 pandemic was still affecting the consumer sentiment. However despite the challenges the management acted proactively and managed to achieve total revenues of Rs. 374.40 crores compared to Rs. 295.07 crores in the previous year clocking an decent growth of 26.88%. The EBIDTA was Rs. 71.39 crores compared to Rs. 30.13 crores clocking a growth of 136.96% and Profit After Tax stood at Rs. 39.55 crores compared to Rs. 9.26 crores resulting in growth of 327.29%. The management has been able to control costs and rationalize operations which helped the company end the year with an impressive growth in profit.

The company is being offered new locations for opening stores. Your company is aggressively openig stores and closing or relocating loss making stores at better costs. The performances of these new stores is encouraging. Inspite of the challenges faced last year the company remains on a strong footing and aims to increase market share by expanding rapidly and also by acquiring share of the vaccum left by some brands which could not survive the challenges of pandemic.

The Company continues to follow prudent financial policies while seeking sustainable and profitable growth opportunities in future also. The Indian retail market provides a big growth opportunity for profitably run brands in the long run.

3. Dividend:

During the year your Company has not declared any dividend either interim and or Final.

4. Explanation or comments by the Board on every qualification, reservation or adverse remarks or disclaimer made by:

No disqualification, reservation or adverse remarks have been made by Auditors in their report.

5. Particulars of Contract or arrangements with Related Parties under section 188 (1) of the Companies Act, 2013:

(Figures in Crores)

Nature of transactions

Name of the Party

2021-22

2020-21

Remuneration

Kamal D Khushlani

2.96

0.73

Poonam K Khushlani

0.72

0.28

Sonakshi Khushlani

0.21

0.12

Andrew Khushlani

0.06

0.02

Rasik Mittal

1.00

0.63

Reimbursement of Expenses

Kamal D Khushlani

0.08

0.00

Sonakshi Khushlani

0.00

Advance against Investment

Kaps Mercantile Private Limited

0.01

Balance Outstanding

Security Deposits Given

Kaps Mercantile Private Limited

2.00

Provision for Doubtful Debt

Kaps Mercantile Private Limited

(2.00)

Advance against Investment

Kaps Mercantile Private Limited

0.01

Remuneration Payable

Kamal D Khushlani

0.89

0.01

Poonam K Khushlani

0.15

0.03

Sonakshi Khushlani

0.03

0.01

Andrew Khushlani

0.00

Rasik Mittal

0.12

0.06

6. Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption, etc. are not given as the same is not applicable to the Company.

Foreign Exchange Earning:

NIL

Foreign Exchange outgo:

Rs. 0.06 Crores

7. Corporate Social Responsibility:

According to Section 135 of the Companies Act, 2013 the Company has adopted Corporate Social Responsibility (CSR) Policy and constituted Corporate Social Responsibility Committee. The Board of Directors of the Company has approved a CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy. The CSR Policy of the Company is available on the Company?s web-site and can be accessed at link: www.muftijeans.in.

The CSR Committee has confirmed that the Company has spent Rs. 0.01 Crores excess, than the prescribed amount of Rs. 0.42 Crores (Rupees Forty Two Lakhs Thirty Two Thousand Five Hundred Seventy Two Only ) i.e. 2% of the average net profit earned during preceding three financial years from this financial year, in the current financial year. The Board of Directors has taken on record the decision of the CSR committee and approved it.

8. Employees Stock Option (ESOP):

The Board of Directors of the Company, granted share-based benefit to the eligible employees of the Company throug the Employees Stock Option Plan (ESOP Plan), with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company.

9. Policy for prevention of Sexual Harassment at work place:

The Company has adopted Policy for ?Prevention of Sexual Harassment of Women at Workplace? in line with the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act 2013. There were no complaints received during the year.

10. Directors? responsibility statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with Respect to Directors responsibility statement, it is hereby confirmed:

a. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2022 the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards.

b. That the accounting policies used in preparation of the annual accounts for the year ended 31st March, 2022 have been consistently applied except as otherwise stated in the notes to the accounts. The judgments and estimates have been made on a prudent and reasonable basis so as to give a true and fair view of state of affairs of the Company at the end of financial period for the year ended 31st March, 2022.

c. That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d. That we have prepared the accounts for the financial year ended 31st March, 2022 on ?going concern? basis.

e. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Accounts and accounting standards:

The Company adheres to the Accounting Standards issued by the Institute of Chartered Accountants of India (?ICAI?) in the preparation of its financial statements and has not adopted a treatment different from that prescribed in any Accounting Standards issued by ICAI.

12. Internal control systems and their adequacy:

The Company has adequate internal control systems commensurate with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. The internal control system is supported by the internal audit process and has been enlarged to be commensurate with the growth in the business activity.

13. Deposits:

The Company has not accepted any deposits from the public within meaning of section 73 and 74 of the CompaniesAct, 2013.

14. Statutory auditors:

The statutory auditors, M/s. Deloitte Haskins & Sells LLP Chartered Accountants, have been considered for reappointment as Statutory Auditors of the Companyto hold office from the conclusion of forthcoming Annual General Meeting of the company till the conclusion of the 26th Annual General Meeting of the company. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM of the Company and determining remuneration at every annual general meeting held after this annual general meeting. The Company is in receipt of the consent from M/s. Deloitte Haskins & Sells LLP in this regard.

15. Board meetings:

During the year, Twenty Six Meetings were held as per details given below:

Sr. No.

Date

Attendees (in-person)

3/1/2022

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

3/19/2022

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

3/31/2022

Mr. Kamal Khushlani
Mrs. Poonam Khushlani
Mr. Amer Jaleel

3/8/2022

Mr. Kamal Khushlani
Mrs. Poonam Khushlani
Mr. Amer Jaleel

2/2/2022

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

1/6/2022

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

12/3/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

11/29/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani
Mr. Amer Jaleel

11/12/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

10/22/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

10/1/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

9/20/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

9/9/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

9/4/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

8/23/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

8/9/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

8/5/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

7/22/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani
Mr. Amer Jaleel

7/15/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

7/2/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

6/30/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

6/28/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

6/15/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

6/10/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

5/18/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

4/5/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

16. Committee Meetings:

During the year, Four CSR Meetings were held as per details given below:

Sr. No.

Date

Attendees (in-person)

6/30/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

8/5/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

9/20/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

12/3/2021

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

3/19/2022

Mr. Kamal Khushlani
Mrs. Poonam Khushlani

During the year, Five Prevention of Sexual Harassment of women at the work place Committee Meetings was held as per details given below:

Sr. No.

Date

Attendees (in-person)

6/30/2021

Mrs. Poonam Khushlani
Mrs. Disha Shetty
Mr. Haresh Mansharamani
Mrs. Heena Bhatija

9/20/2021

Mrs. Poonam Khushlani
Mrs. Disha Shetty
Mr. Haresh Mansharamani
Mrs. Heena Bhatija

12/3/2021

Mrs. Poonam Khushlani
Mrs. Disha Shetty
Mr. Haresh Mansharamani
Mrs. Heena Bhatija

3/31/2022

Mrs. Poonam Khushlani
Mrs. Disha Shetty
Mr. Haresh Mansharamani
Mrs. Heena Bhatija

17. Extract of the Annual Return:

A copy of Annual Return made as at 31st March, 2022 will be placed on the Company's website after the conclusion of the ensuing annual general meeting and can be accessed by using the weblink www.muftijeans.in

18. Status under the insolvency and bankruptcy code, 2016:

There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016.

19. One-time settlement with banks or financial institutions:

During the year under review, there were no instances of any one-time settlement with any banks or financial institutions.

20. Internal Financial Control and its adequacy:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company?s Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

21. Internal Financial Control and its adequacy:

The directors gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, bankers and other business partners for the excellent support received from them during the year. The directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Credo Brands Marketing Private Limited

SD/-

Mr. Kamal Khushlani

Mrs.Poonam Khushlani

Director

DIN:00638929

DIN:01179171

Place: Mumbai

Dated: September 29, 2022

?Annexure ? A?

A brief outline of the Company?s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs :-

The Company has framed and adopted it CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Company?s website and can be accessed through the following web link:

http://www.mufti.in/CSR_Policy.html

2. The Composition of the CSR Committee:-

The Company has constituted a CSR Committee to fulfill, interalia, its responsibility towards CSR. The composition of the Committee is as follows:

Mr. Kamal D. Khushlani : Director

Mrs. Poonam K. Khushlani : Director

Average net profit of the Company for last three financial years:-

Rs. 211,628,633/-

4. Prescribed CSR Expenditure (2% of amount as in item 3 above):-

Rs. 42,325,733/-

5. Details of CSR spent during the Financial year:-

Total Amount to be spent for the year:- Rs

4,300,000

Amount unspent, if any:- Rs

0/-

Manner in which the amount spent during the financial year is detailed below:-

1
2
3
4
5
6
7
8
Sr. No.
CSR project or Activity Indentified
Sector in which project is covered
Project or program
1. Local area or other
2. specify the state and district where project was undertaken
Amount outlay (budget) projects or programs wise

Amount spent on project or program.
Subhead

1. Direct expenditure on project or programs
2. overheads
Cumulative expenditure up to the report period
Amount spent: Direct or through implementing agency*
1
Donation To Sum Drishti Education Society
43,00,000/-
Implementing Agency
Total
-
-
-
-
-
-

* Give details of the implementing agency;

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, of the company shall provide the reasons for not spending the amount in its Board Report:-

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company:-

The implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

For and on behalf of the Board of Directors

Credo Brands Marketing Private Limited

Sd/-

Mr. Kamal Khushlani

Mrs.Poonam Khushlani

Director Director

DIN:00638929 DIN:01179171

Place: Mumbai

Dated: 29

September, 2022

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