Directors Report of Campus Activewear Ltd.

Mar 31, 2025

The Board of Directors hereby presents this Integrated 17^th Board’s Report ("Report”) of the business and
operations of Campus Activewear Limited (“the Company”) together with the Audited Financial Statements
for the financial year ended 31^st March 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The Company’s financial performance for the year under report along with previous year’s figures are given

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Particulars	2024-25	2023-24
Revenue from Operations	1592.96	1448.29
Other Income	14.69	4.54
EBITDA	258.22	215.34
Depreciation and amortization expenses	75.49	72.11
Finance costs	18.79	23.20
Profit before tax	163.94	120.03
Less: Tax Expenses	(42.76)	(30.59)
Profit for the year (PAT)	121.18	89.44
Other comprehensive income for the year, net of tax	(0.33)	(0.01)
Total comprehensive income for the year, net of tax	120.85	89.43

The Financial Statements of the Company for the
financial year ended 31^st March 2025, have been
prepared in accordance with the Indian Accounting
Standards (Ind AS) as notified by the Ministry of
Corporate Affairs and as amended from time to time.

2. STATE OF COMPANY''S AFFAIRS

Company is engaged in the business ofmanufacturing
of footwear. During the financial year under report,
the Company achieved a total income of '' 1607.65
Cr as compared to '' 1452.83Cr in the previous year.
Net profit (after tax) for the year is '' 121.18Cr as
compared to net profit (after tax) of '' 89.44 Cr in the
previous year.

FY25 Financial Highlights

• FY25 sales volume registered at 2.49Cr pairs as
against 2.22Cr pairs in FY24 with a growth of
12.16% vs LY.

• FY25 aggregate ASP stood at '' 639 per pair
vs '' 652 per pair in FY24, registering marginal
decrease of 2.1% vs LY.

• Revenue from operations increased by approx
10% YoY to '' 1592.96Cr in FY25.

• FY25 Full year EBITDA stood at '' 258.22Cr as
compared to '' 215.34Cr in FY24, demonstrating
strong growth of 19.91% YoY. FY25 EBITDA
margin stood at 16.07% vs. 14.87% in FY24.

• Net Profit during the year FY25 stood at
'' 121.18Cr (PAT margin: 7.54%) as against PAT
of '' 89.44 cr in FY24 (PAT margin: 6.18%).

Balance Sheet Highlights

• The Company’s Days of Sales outstanding (DSO)
and Days of Inventory outstanding (DIO) for
FY’25 is at 36 days (FY24 44 days) and 89 days
(FY24 -107 days) respectively.

• The Company’s return ratios i.e. ROCE and ROE
for FY’25 is 21.98% (FY24 19.20%) and 17.21%
(FY24 14.86%) respectively.

• Campus Activewear achieved revenue in a
financial year at '' 1,607.65Cr. The Company
continues to reap benefits from its strategic
blend of in-house capability and backward
integration enabling flexibility in design, quality
control, cost control and timing to market.
Campus Activewear’s design team is well-

equipped to identify emerging international
fashion footwear trend and customize it, thereby
bringing customer delight to the Indian market.
The campaign "Move Your Way” with "Vicky
Kaushal” as brand ambassador met with a
great success and helped Company to further
strengthen its market positioning.

3. RESERVES AND SURPLUS/OTHER
EQUITY

During the period under report, the Company has
not transferred any amount to General Reserves and
entire amount of profit for the year forms part of the
‘Retained Earnings’.

4. DIVIDENDS

The Board of Directors (the "Board”) of your Company
have recommended a final dividend of '' 0.30 per
equity share of face value of '' 5.00 each, amounting to
'' 9.16 Crores. for the financial year ended 31^st March
2025 for approval of the members at the ensuing 17^th
Annual General Meeting ("AGM”) of your Company
("17^th AGM”). During the financial year ended 31^st
March 2025, first interim dividend of '' 0.70 of face
value of '' 5.00 each was paid on 25^th February 2025.
The total dividend for the financial year, including
the proposed final dividend, amounts to '' 1.00 per
equity share, leading to a total dividend payout of
'' 30.54 Crores for the year. The interim dividend paid
during the financial year ended 31^st March 2025 and
the final dividend recommended for the financial
year ended 31^st March 2025 is in accordance with
the Dividend Distribution Policy of your Company.
The said Policy is available on the website of your
Company at https://www.campusactivewear.com/
sites/default/files/2023-08/Dividend Distribution
Policy%20CAMPUS.pdf

Pursuant to the Finance Act, 2020 divident income is
taxable in the hands of the members effective April 1,
2020, and the company shall therefore be required to
deduct tax at source at the time of making payment
of the divident at rates prescribed as per the Income
Tax Act 1961.

5. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013

During the period under report, the Company has
not given any loans, guarantees or provided any
security in connection with a loan to any Body
Corporate or person as per Section 186 of the
Companies Act, 2013.

6. LISTING OF SHARES

The equity shares of the Company are listed on the
National Stock Exchange of India Ltd. (NSE) and BSE
Limited (BSE). The listing fee for the financial year
2025-26 has been paid to both the Stock Exchange’s.

7. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Management Discussion and Analysis Report for
the financial year 2024-25 as stipulated under SEBI
Listing Regulations forms an integral part of this
Annual Report as covered in the head ‘Management
Discussion and Analysis’ ("MD&A”). The MD&A Report
provides a consolidated perspective of Economic,
Geographical and Environmental aspects material to
the Company’s strategy and its ability to create and
sustain value to its key stakeholders and includes
aspects of reporting as required by Regulation 34
and Schedule V of the SEBI Listing Regulations.

8. DETAILS OF SUBSIDIARIES/ASSOCIATES/
JOINT VENTURES COMPANIES

A. Name of the Subsidiaries/Associates/
Joint Venture Companies and Details
of their contribution to the overall
performance of the Company

During the period under report, there is no Subsidiary
or Associate or Joint Venture of the Company.

B. Companies which have become or
ceased to be its Subsidiaries, Joint Ventures
or Associate Companies during the year

During FY 2024-25, no Companies have become or
ceased to be its subsidiaries of Company.

9. MATERIAL CHANGES AND
COMMITMENTS, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF
THE REPORT

There are no material changes and commitments
affecting the financial position of the Company
between the end of the financial year to which these
financial statements relate and the date of this
Report.

Further, in terms of the Employee Stock Options Plans of the Company, Nomination and Remuneration
Committee (also designated as Compensation Committee) approved and allotted the following equity shares
pursuant to the exercise of Options by the Employees:

Sl. No.	Allotment Date	ESOP Scheme	Number of Shares Allotted
1.	7th June 2024	Campus Activewear Limited Employees Stock Option Plan Vision Pool 2021	49,198
2.	25th October 2024	Campus Activewear Limited Empolyee Stock Option Plan 2021	54,050
3.	25th October 2024	Campus Activewear Limited Empolyee Stock Option Plan Vision Pool 2021	39,340
	Total		1,42,588

Further, Nomination and Remuneration Committee (also designated as Compensation Committee) has
granted the following Options to the Eligible Employees under the Employee Stock Options Plans of the
Company:

Sl. No.	ESOP Scheme	Number of Options Granted
1	Campus Activewear Limited Employees Stock Option Plan Vision Pool 2021 (44 grantees) ('' 5/- per share)	1,91,715
2	Campus Activewear Limited Employees Stock Option Plan Vision Pool 2021 (3 Employees)	1,71,305

The NRC in its meeting held on 22^nd May 2025 decided to close the ESOP special grant 2021 scheme, in
accordance with the scheme.

10. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended 31^st March
2025.

11. SHARE CAPITAL
Authorized Share Capital

The Authorized Share Capital of the Company, as on 31^st March 2025 was '' 4,537,000,000/- divided into
907,400,000 equity shares having face value of '' 5/- each.

Issued, Subscribed, Paid-up Share Capital

The issued and paid-up share Capital of the Company as on 31^st March 2025 was '' 1,526,991,795/- divided
into 305,398,359 Equity shares having face value of '' 5/- each fully paid-up.

Further, the Nomination and Remuneration Committee (also designated as Compensation Committee)
allotted the following Equity Shares, post vesting and Exercise of Options by the Employees of the Company
and accordingly the paid-up share capital was increased as follows:

Sl. No.	Allotment Date	ESOP Scheme	Number of Shares Allotted	Issued and paid-up share Capital of the Company as on date
1.	7th June 2024	Campus Activewear Limited Employees Stock Option Plan Vision Pool 2021	49,198	'' 1,52,65,24,845/- comprising of 30,53,04,969 equity shares of '' 5/- each fully paid up
2.	25th October 2024	Campus Activewear Limited Employee Stock Option Plan 2021	54,050	'' 1,52,69,91,795/- comprising of 30,53,98,359 equity shares of '' 5/- each fully paid up
3.	25th October 2024	Campus Activewear Limited Employee Stock Option Plan 2021 - Vision Pool	39,340

12. INTERNAL FINANCIAL CONTROL
SYSTEMS AND THEIR ADEQUACY

In line with the Companies Act 2013 requirements,
the Company has an adequate Internal Financial
Controls (IFC) system commensurate with its size
and scale of operations, which is in line with the
requirement of the Companies Act 2013. The
Company has clearly defined Governance, Risk &
Compliance Framework, Policies, Standard Operating
Procedures (SOP’s), Delegation of Authority (DOA)
matrix.

Internal Audit Reports are discussed in the Audit
Committee meetings on a quarterly basis and the
summary of key findings along with their analysis
and action taken status are presented to the Audit
Committee. The necessary actions are taken within
the timelines to strengthen the control in the
required areas of business operations. There was no
instance of fraud which necessitates reporting of
material misstatement to the Company’s operations.

During the year, such controls were assessed and
no reportable material weaknesses in the design or
operations were observed.

13. DEPOSITS

During the period under report, the Company had
not accepted any deposit within the meaning of
Section 73 and 74 of the Companies Act, 2013
read together with the Companies (Acceptance of
Deposits) Rules, 2014.

14. AUDITORS

A) Statutory Auditors

The Members of the Company at their 15^th Annual
General Meeting (AGM) held on 26^th September
2023, had appointed M/s. B S R & Co., Chartered
Accountants (Firm Registration No. 128510W)
as the Statutory Auditors of the Company for the
second term (since the partners are common with
the retiring Statutory Auditors) of consecutive five
years to hold such office till the conclusion of the 20^th
Annual General Meeting of the Company to be held
in the year 2028.

Statutory Auditors’ Report

The Report given by the Statutory Auditors on the
Financial Statements of the Company for the financial
year ended 31^st March 2025, forms part of this
Annual Report. There are no observations (including
any qualification, reservation, adverse remark or
disclaimer) of the Auditors in the Report. Further, the
notes to accounts referred to in the Auditors’ Report
are self-explanatory.

Details in respect of frauds reported by
auditors

The Auditors of the Company have not reported
any fraud in terms of the second proviso to Section
143(12) of the Act.

B) Cost Auditors

The Central Government has not prescribed the
maintenance of cost records under Section 148(1) of
the Act and Rules framed thereunder with respect to
the Company’s nature of business.

C) Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with corresponding
rules made there under as amended from time
to time and Regulation 24A of the SEBI listing
regulations, M/s. ATG & Co, Company Secretaries
were *re-appointed as Secretarial Auditors of
the Company for a period of a terms of five years
commencing from FY 2025-26 to FY 2029-30 to
conduct Secretarial Audit of the Company for the
financial year ended 31^st March 2026 subject to
the approval of Shareholders in the 17^th Annual
General meeting of Company. Proposed resolution
forms part of the 17^th Notice of AGM of Company.

* The board of Directors of the company at their
meeting held on 29^th May 2025 has recommended
to the members, the appointment of M/S ATG & Co.,
Practicing Company Secretaries.

Annual Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013
and Rule made thereunder, Secretarial Audit Report
FY 2024-25 given by the Secretarial Auditors in Form
No. MR-3 is annexed with this Report as Annexure I.
There are no qualifications, reservations or adverse
remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial
year ended 31^st March 2025 on compliance of all
applicable SEBI Listing Regulations and circulars/
guidelines issued thereunder, was obtained from M/s
ATG & Co., Company Secretaries and submitted to both
NSE and BSE. There are no observations, reservations
or qualifications in that report. The Annual Secretarial
Compliance Report for the financial year ended
31^st March 2025 is available on the website of the
Company at www.campusactivewear.com.

D) Internal Auditors

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with corresponding rules
made there under as amended from time to time. On
the recommendations of the Audit Committee, Board
in its meeting held on 28^th May 2024 appointed
Ernst & Young LLP (EY) as the Internal Auditors of
the Company for the financial year ended 31^st March
2025 and Internal Audit Reports are reviewed by the
Audit Committee on quarterly basis.

On the recommendations of the Audit Committee,
the Board of Directors at its meeting held on 29^th
May 2025 had approved the appointment of Ernst &
Young LLP (EY) as the Internal Auditor of the Company
for the financial year ending 31^st March 2026.

15. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Composition

As on 31^st March 2025, the Board consisted of optimum combination of Executive & Non-Executive Directors
including one Woman Independent Director. Mr. Hari Krishan Agarwal is the Chairman and Managing Director
of the Company.

The Composition of Board of the Company as on 31^st March 2025 is as follows:

S. No.	Name of the Director	Designation	Category
1.	Mr. Hari Krishan Agarwal	Chairman and Managing Director	Executive, Non-Independent
2.	Mr. Nikhil Aggarwal	Whole-Time Director and CEO	Executive, Non-Independent
3.	Mr. Anil Kumar Chanana	Director	Non-Executive, Independent
4.	Mr. Jai Kumar Garg	Director	Non-Executive, Independent
5.	Mrs. Madhumita Ganguli	Director	Non-Executive, Independent
6.	Mr. Nitin Savara	Director	Non-Executive, Independent
7.	Mr. Ankur Nand Thadani*	Director	Non-Executive, Non-Independent

*Mr. Ankur Nand Thadani (DIN: 03566737) resigned from the position of Non-Executive Non-Independent Director of the Company effective
from 26^th April 2024.

(ii) Changes in Directors

During the financial year 2024-25, there is only one
change which had happened in the composition
of the Board of Directors of the Company i.e.
Mr. Ankur Nand Thadani resigned from the position
of Non - Executive, Non - Independent Director of
the Company effective from 26^th April ,2024. The
Company places on record its appreciation for the
immense contribution by Mr. Ankur Nand Thadani in
the growth of the Company.

(iii) Changes in Key Managerial Personnel

As on 31^st March 2025, Mr. Hari Krishan Agarwal,
Chairman and Managing Director, Mr. Nikhil
Aggarwal, Whole-Time Director and CEO, Mr. Sanjay
Chhabra, Chief Financial Officer and Ms. Archana
Maini, General Counsel and Company Secretary, were
the Key Managerial Personnel of the Company.

Further, pursuant to the provisions of Section 152
of the Companies Act, 2013 and other applicable
provisions made thereunder, Mr. Nikhil Aggarwal,
CEO and Whole Time Director of the Company,
is due to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself
for re-appointment. On the recommendations of
Nomination and Remuneration committee, the
Board recommends his re-appointment.

Brief details of the Director being recommended
for re-appointment as required under Regulation
36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Clause
1.2.5 of the Secretarial Standards on General
Meetings (SS-2) have been furnished in the Notice
dated 13^th August 2025 convening the 17^th Annual
General Meeting.

(iv) Declaration by Independent Director(s)
of the Company

The Independent Directors have submitted their
declaration of Independence, stating that:

a. they continue to fulfill the criteria of
independence as required pursuant to Section
149(6) read with Schedule IV of the Companies
Act, 2013 and Regulation 16 and 25 of the SEBI
Listing Regulations 2015; and

b. there has been no change in the circumstances
affecting their status as Independent Director of
the Company.

The Independent Directors have also confirmed that
they have complied with the Company’s Code of
Conduct. In terms of Section 150 of the Act and rules
framed thereunder, the Independent Directors have
also confirmed their registration (including renewal
of applicable tenure) and compliance of the online
proficiency self-assessment test (unless exempted)
with the Indian Institute of Corporate Affairs (IICA)

The Board opined and confirmed, in terms of Rule 8
of the Companies (Accounts) Rules, 2014, that the
Independent Directors are persons of high repute,
integrity and possess the relevant expertise and
experience in their respective fields.

16. NUMBER OF MEETINGS OF THE
BOARD OF DIRECTORS

The Board met four (4) times during the Financial
Year 2024-25. The details of which form part of the
Corporate Governance Report, forming part of this
Annual Report. The intervening gap between the two
consecutive Board meetings was within the period
prescribed period of 120 days as specified under the

provisions of Section 173 of the Companies Act 2013
and Regulation 17 of the SEBI Listing Regulations
2015.

17. BOARD COMMITTEES

During the period under report, the Board had
following Committees:

a. Audit Committee

b. Stakeholder’s Relationship Committee

c. Nomination and Remuneration Committee (also
designated as Compensation Committee)

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. Internal Complaints Committee

g. Finance Committee

The composition of the Committees of the Board and
the details regarding meetings of the Committees
constituted by the Board are set out in the Corporate
Governance Report, which forms part of this Annual
Report.

18. VIGIL MECHANISM/WHISTLE
BLOWER POLICY

Your Company is committed to highest standards
of ethical, moral and legal business conduct.
The Company is committed to maintaining an
ethical workplace that facilitates the reporting
of potential violations of the Company’s policies
and the applicable laws. To promote the highest
ethical standards, the Company encourages its
employees who have concern(s) about any actual
or potential violation of the legal & regulatory
requirements, incorrect or misrepresentation
of any financial statements and reports, etc. any
claim of theft or fraud, and any claim of retaliation
for providing information to or otherwise assisting
the Audit Committee, to come forward and express
his/her concern(s) without fear of punishment or
unfair treatment.

During the financial year, the Company has
implemented an amendment to its Whistle Blower
Policy to further strengthen its commitment by
adding new members in the recipients of email id
[e-mail].

Pursuant to the provisions of Companies Act, 2013
and SEBI Listing Regulations, the Company has
established a robust Vigil Mechanism for Directors
and Employees to report to the management
instances of unethical behavior, actual or suspected,
fraud or violation of the Company’s Code of Conduct.
The Whistle Blower Policy/Vigil Mechanism provides

that the Company investigates such incidents, when
reported, in an impartial manner and shall take
appropriate action as and when required to do so.

The Policy also provides the mechanism for
employee(s) to raise their concerns that could have
grave impact on the operations, performance, value
and the reputation of the Company and also provide
for the direct access to the Chairman of the Audit
Committee in appropriate or exceptional cases.
The Whistle Blower Policy/Vigil Mechanism Policy
is available on the website of the Company and can
be accessed at https://www.campusactivewear.com/
sites/default/files/2024-07/WhistleBlowerPolicy.pdf

19. NOMINATION AND REMUNERATION
POLICY OF DIRECTORS, KEY MANAGERIAL
PERSONNEL, AND OTHER EMPLOYEES
OF THE COMPANY

As per the provisions of Section 178(3) of the
Companies Act, 2013, on the recommendation of
the Nomination & Remuneration Committee of the
Company, the Board of Directors has approved a
Policy which lays down a framework in relation to
appointment and remuneration of Directors, Key
Managerial Personnel, Senior Managerial Personnel
and the employees and their remuneration including
criteria for determining qualifications, positive
attributes, independence etc.

The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration
to Directors, Key Managerial Personnel, and other
employees. The policy also provides the criteria for
determining qualifications, positive attributes and
Independence ofDirector and criteria for appointment
of Key Managerial Personnel/Senior Management
while making selection of the candidates. Pursuant
to Section 134(3) of the Companies Act, 2013, the
nomination and remuneration policy of the Company
is available on the website of the Company and can
be accessed at https://www.campusactivewear.com/
sites/default/files/202206/Nomination%20and%20
Remuneration%20Policy.pdf.

20. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

In terms of the provisions of Section 135 of the
Companies Act 2013, read with Companies
(Corporate Social Responsibility Policy) Rules, 2014,
and amendment thereof, the Board has constituted
a Corporate Social Responsibility ("CSR”) Committee
and the composition of the CSR Committee is
provided in the Corporate Governance Report, which
forms part of the Annual Report. The Company
discharges its Corporate Social Responsibility
obligations through Ministry of Corporate Affairs

(MCA) registered Implementing Agencies towards
supporting projects as prescribed under Schedule VII
of the Companies Act, 2013, in line with the Corporate
Social Responsibility Policy of the Company and some
of the key initiatives are:

1. Olympic and Paralympic Sports: OGQ is a

not-for-profit organization founded by India''s
sporting legends - Geet Sethi and Prakash
Padukone with a mission to help Indian athletes
win Olympic and Paralympic medals. OGQ
currently supports over 464 athletes across 11
Olympic and 9 Paralympic sports with various
aspects such as coaching, equipment, training
& tournaments exposure, sports science and a
stipend. In the Asian Athletics Championship,
May 2025 held in Gumi, South Korea, 3 OGQ
athletes won medals (1 Gold/ 1 Silver/ 1 Bronze).
At the 2024 Paris Olympics, 4 out of the 6 medal
winners for India were supported by OGQ, and
25 out of the 29 medal winners for India at the
Paris Paralympics were supported by OGQ

2. Education: Your Company has tied up with
Central Square Foundation (CSF), which is a non¬
profit organization, working with the vision of
ensuring quality school education for all children
in India, towards executing the NIPUN Mission in
Uttar Pradesh. CSF supports the Government of
Uttar Pradesh''s education department to deliver
Foundational Literacy and Numeracy (FLN)
outcomes to about 76 lakh students across 1.1
lakh primary government schools across all 75
districts in the State.

3. Underprivileged Section: The Company also
associated with VISHVAS for the underprivileged
section of the society poor and needy including
education to Girls in Computers and free Eye care.
This foundation has a mission of empowering
women through education and vocational
training. They have launched a free charitable
training and stitching training centre for women
of our society.

4. Sportz training: The Company associated
with Sportz Village foundation for imparting
structured sports training, competition
exposure, and mentoring support, enabling
student-athletes to enhance their skills and
prepare for success at state and national level.
Sportz Village foundation helps children from
public schools (rural & urban) benefit from sports
and physical education programs for improved
developmental outcomes. It also enhances
health, education, and social-emotional skills for
children. It aims to build the world’s largest youth
sports platform that gets 100 million kids to play.

The Board of Directors has approved the CSR Policy
of the Company as formulated and recommended by
the CSR Committee, which is available on the website
of the Company at https://www.campusactivewear.

com/sites/default/files/2024-04/Corporate%2 0
Social%20Responsibilitv%20policv.pdf Further, the
Annual Report on CSR activities for the Financial Year
2024-25, in the prescribed format, as required under
Sections 134 and 135 of the Act read with Rule 8
of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 (as amended) and Rule 9 of the
Companies (Accounts) Rules, 2014, is annexed as
Annexure II to this Report.

21. PARTICULARS OF CONTRACTS
OR ARRANGEMENTS WITH RELATED
PARTIES AS PER SECTION 188 OF THE
COMPANIES ACT, 2013

The particulars of every contract and arrangement
if entered into by the Company with related parties
referred to in sub-section (1) of Section 188 of the
Companies Act, 2013 including certain arm’s length
transactions under third proviso thereto are disclosed
in Form No. AOC-2 in Annexure III and forms part of
this Report.

22. CREDIT RATING

Credit Rating During the period under report, India
Ratings and Research (Ind-Ra) has upgraded
Campus Activewear Limited’s (CAL) Long-Term
Issuer Ratings to ‘IND AA-’/Stable from ‘IND A ’/
Positive. CRISIL has re-affirmed the rating of Campus
Activewear Limited’s (CAL) to ‘CRISIL A /Stable/
CRISIL A1’. The Company has not issued any debt
instruments or non-convertible securities.

23. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

In compliance with the provisions of Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014, a statement
containing information on conservation of energy,
Technology Absorption, Foreign Exchange Earnings
and Outgo of the Company, in the prescribed format
is annexed as Annexure IV.

24. ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3)
of the Companies Act, 2013, the Annual Return of the
Company is available on the website of the Company
at https://www.campusactivewear.com/shareholders-
corner.

25. EMPLOYEE''S STOCK OPTION PLAN

During the period under report, the Company had
in place 3 (Three) Employee Benefit Plans (Pre-
IPO Schemes/ESOP Schemes), namely Campus
Activewear Limited Employee Stock Option Plan
2021 (ESOP 2021), Campus Activewear Limited
Employee Stock Option Plan 2021 - Special Grant
(Special Grant 2021) and Campus Activewear
Limited Employee Stock Option Plan 2021 - Vision

Pool (Vision Pool 2021). However, ESOP 2021 -
Special grant 2021 Scheme of the Company has
been closed by the Compensation Committee of the
Company effective from 22^nd May 2025, as per the
provisions of the said Scheme.

The Company with the objective to promote the
culture of employee ownership and as well as to
attract, retain, motivate and incentivize senior and
critical talents, formulated Employee Benefit Plans for
the employees and Directors of the Company and its
subsidiary Company. The Company views Employee
Stock Options as long term incentive tools that would
enable the employees not only to become co-owners,
but also to create wealth out of such ownership
in future.

The Company had applied for listing approval of
49,198 equity shares of '' 5 each to be issued under
Campus Activewear Limited Employee Stock Option
Plan 2021 - Vision Pool 2021 which allotted on 7^th
June 2024 and for which the Stock Exchange has
granted approval on June 13, 2024.

The Company had applied for listing approval of
54,050 equity shares of '' 5 each to be issued under
Campus Activewear Limited ESOP plan 2021 and
39,340 equity share of '' 5 each to be issued under
Campus Activewear Limited ESOP plan 2021 -
Vision Pool which allotted on 25^th October 2024 and
for which the Stock Exchange has granted approval
on November 14, 2024.

As per Regulation 13 of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, the Company received Certificate from
M/s. ATG & Co., Company Secretaries certifying
that the ESOP Schemes of the Company are being
implemented in accordance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 The
Disclosures pursuant to SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, in
respect of ESOP Schemes as at 31^st March, 2025, is
available on the website of the Company and can be
accessed at www.campusactivewear.com

26. DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS
IN FUTURE

During the year under report, the Company has
not received any significant/material orders passed
by the Regulators or Courts or Tribunals impacting

the going concern status of the Company and
its operations.

27. DETAILS PURSUANT TO SECTION
197(12) OF THE COMPANIES ACT, 2013

Details pursuant to Section 197(12) of the Companies
Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 forms part of this Report and are annexed
herewith as Annexure V.

28. CORPORATE GOVERNANCE

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to
the Corporate Governance requirements set out
by Securities and Exchange Board of India. The
Report on Corporate Governance as stipulated
under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms an integral part of this
Annual Report. The requisite certificate from M/s. ATG
& Co., Practicing Company Secretaries confirming
compliance of conditions of Corporate Governance
is also annexed to the Corporate Governance Report.

29. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

Keeping up the commitment to sustainability, your
Company has prepared the Business Responsibility
& Sustainability Report (‘BRSR’). The report provides
a detailed overview of initiatives taken by your
Company from environmental, social and governance
perspectives. Your Company is presenting its 3^rd
report in terms of BRSR this year.

In line with our commitment to ethical and
sustainable operations, we prioritize the well-being
of all our people. At Campus, we believe that our
employees thrive in a secure and empowering
environment, thus enabling them to unlock their
potential to the fullest. We have continued to
transform our business to have a more sustainable
and responsible approach towards the society. In
line with aforementioned our 3^rd BRSR report for the
FY 2024-25 has been prepared.

In compliance with Regulation 34(2)(f) of the SEBI
Listing Regulations, read with the SEBI Circular No.
S E BI/H O/C F D/Po D2/CIR/P/0155 Dated November
11, 2024, your Company has published its 3^rd
Business Responsibility and Sustainability Report
(BRSR) for the year 2024-25, in a fair and transparent
manner, covering the essential indicators that are
required to be reported on a mandatory basis and
the same is part of this Annual Report.

30. DIRECTORS'' RESPONSIBILITY
STATEMENT

Pursuant to Section 134(3) (c) and 134(5) of the
Companies Act, 2013, the Directors hereby state and
confirm that:

a. in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures;

b. the Directors had 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 and loss of the
Company for that period;

c. the Directors had 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 fraud and other irregularities;

d. the Directors had prepared the annual accounts
on a going concern basis;

e. the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

f. 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.

31. RISK MANAGEMENT FRAMEWORK

Pursuant to Section 134(3)(n) of the Act and
Regulation 17(9) and 21 of SEBI Listing Regulations,
the Company has formulated and adopted the
Risk Management Framework and formed Risk
Management Committee. A robust risk management
framework is framed to anticipate, identify, measure,
manage, mitigate, monitor and report the risk and
uncertainties that may have an impact to achieve the
business objective of the Company. The Company
recognizes the risks which need to be managed and
mitigated to protect the interest of the stakeholders,
to achieve business objectives and enable sustainable
growth. The risk management framework is aimed
at effectively mitigating the Company’s various
business and operational risks, through strategic
actions. The Company believes that managing risks
helps in maximizing returns.

An extensive program of internal audits (Earnst &
Young LLP are the Internal Auditors) and regular
reviews by the Audit Committee is carried out to
ensure compliance with the best practices. Mr. Sanjay

Chhabra is the Chief Risk Officer of the Company.
The Company has a risk management and the said
policy is placed on the website of the Company on
the following link Risk Management Policy.pdf
(campusactivewear.com)

32. DISCLOSURE UNDER THE
SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT,
2013

The Company has always believed in providing a safe
and harassment free workplace for every individual
working in the Company premises through various
interventions and practices. The Company always
endeavors to create and provide an environment that
is free from discrimination and harassment.

The Company has in place robust policy on prevention,
prohibition and redressal of complaints relating to
sexual harassment at workplace which is applicable
to the Company as per the provisions of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH Act’).
The Company has complied with the provisions
relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

During the financial year under report, the Company
has not received any such complaint as per the
description below:

a. number of complaints of sexual harassment
received during the financial year: 0

b. number of complaints disposed off during the
financial year: 0

c. number of cases pending for more than ninety
days: NIL

33. FORMAL ANNUAL EVALUATION OF
THE PERFORMANCE OF THE BOARD,
ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS

A formal evaluation of the performance of the
Board, it’s Committees, the Chairman and the
individual Directors was carried out for FY 2024¬
25. Led by the Nomination and Remuneration
Committee, the evaluation was carried out using
structured questionnaires covering, amongst others,
composition of Board, conduct as per Company
values & beliefs, contribution towards development
of the strategy & business plan, risk management,
receipt of regular inputs and information, codes &
policies for strengthening governance, functioning,
performance & structure of Board Committees, skill
set, knowledge & expertise of Directors, preparation &
contribution at Board meetings, leadership, etc

The evaluation was carried out by way of internal
assessments done based on the factors prescribed
under the Policy adopted by the Company and the
SEBI prescribed Guidance Note on Board Evaluation.
Consequently, the Company is required to disclose
the manner of formal annual evaluation.

The evaluation brought to notice that the sharing
of information with the Board, its timeliness, the
drafting of agenda notes and the content thereof
as well as the drafting of the minutes were found
to be satisfactory. Therefore, the outcome of the
performance evaluation for the period under report,
was satisfactory and reflects how well the directors,
board and committees are carrying their respective
activities.

The Independent Directors conducted their
separate meeting which was held on 13^th March
2025, without the attendance of non-independent
directors and members of management, reviewed
the performance as per the provisions of Companies
Act, 2013 and SEBI (LODR) Regulations.

34. CEO AND CFO CERTIFICATE

CEO and CFO Certificate as prescribed under
Schedule II Part B of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to the
Corporate Governance Report forming part of this
Annual Report.

35. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has duly followed the applicable
Secretarial Standards, relating to Meeting of the
Board of Directors (SS-1) and General Meeting (SS-
2), issued by the Institute of Company Secretaries of
India (ICSI).

36. COMPLIANCE WITH MATERNITY
BENEFIT ACT 1961

The Company has complied with respect to the
compliance of the provisions relating to the Maternity
Benefit Act 1961.

37. NUMBER OF EMPLOYEES AS ON THE
CLOSURE OF FINANCIAL YEAR

The Company has following employees as on closure
of the financial year 2025:

Male:	921
Female:	59
Transgender:	00
Total:	980

38. OTHER DISCLOSURES

A. During the financial year 2024-25, the Company
has not made any application and no such
proceeding is pending under the Insolvency and
Bankruptcy code, 2016.

B. There were no instances where the Company
required the valuation for one time settlement or
while taking the loan from the Banks or Financial
institutions.

C. The Company has not issued shares with
differential voting rights and sweat equity shares
during the year under report.

39. ACKNOWLEDGEMENT

The Board of Directors would like to express their
sincere thanks to the continued co-operation and
support of its loyal customers that has enabled us
to make every effort to understand their unique
needs and deliver maximum customer satisfaction.
The Board also places on record its appreciation
for our employees at all levels, for their hard
work, cooperation and support in helping us as
a Company face all challenges. The Company is
always grateful for the efforts of its Vendors for
reinforcing Campus presence across the country
and the regulatory authorities, the esteemed league
of bankers, financial institutions, rating agencies,
stock exchanges and depositories, auditors, legal
advisors, consultants and other stakeholders have all
played a vital role in instilling transparency and good
governance. The Company deeply acknowledges
their support and guidance.

For and on Behalf of the Board
For Campus Activewear Limited

Hari Krishan Agarwal

Date: 13^th August, 2025 Chairman and Managing Director

Place: Gurugram DIN:00172467

---

Mar 31, 2024

The Board of Directors hereby submits the 16^th Board’s Report ("Report”) of the business and operations of Campus Activewear Limited (“the Company”) together with the Audited Financial Statements for the financial year ended March 31, 2024.

1. Financial Summary or Highlights

The Company’s financial performance for the year under report along with previous year’s figures are given hereunder:

(All amounts are in Crores except otherwise stated)

Particulars	2023-24	2022-23
Revenue from Operations	1,448.29	1,484.25
Other Income	4.54	2.75
EBITDA	215.34	256.32
Depreciation and amortization expenses	72.11	71.04
Finance costs	23.20	28.68
Profit before tax	120.03	156.60
Less: Tax Expenses	(30.59)	(39.48)
Profit for the year (PAT)	89.44	117.12
Other comprehensive income for the year, net of tax	(0.01)	0.03
Total comprehensive income for the year, net of tax	89.43	117.15

The Financial Statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. State of Company’s Affairs

Campus Activewear Limited is engaged in the business of manufacturing of footwear. During the financial year under report, the Company achieved a total income of '' 1,452.83 Crores as compared to '' 1,487.00 Crores in the previous year. Net profit (after tax) for the year is '' 89.44 Crores as compared to net profit (after tax) of '' 117.12 Crores in the previous year.

FY24 Financial Highlights

• FY24 sales volume registered at 2.22 Crores pairs as against 2.35 Crores pairs in FY23 and has dropped by 5.6%.

• FY24 aggregate Average Selling Price(ASP) stood at '' 652 per pair versus '' 631 per pair in FY23, thereby resulting in 3.4% YoY ASP growth.

• Revenue from operations dropped by 2.42% YoY to '' 1,448.29 Crores in FY24.

• FY24 Full year EBITDA stood at '' 215.34 Crores as compared to '' 256.32 Crores in FY23, demonstrating degrowth by 15.99% YoY. FY24 EBITDA margin stood at 14.87% vs. 17.27% in FY23.

• Net Profit during the year FY24 stood at '' 89.44 Crores (PAT margin: 6.18%) as against PAT of '' 117.12 Crores in FY23 (PAT margin: 7.89%).

Balance Sheet Highlights

• The Company’s Days of Sales outstanding (DSO) and Days of Inventory outstanding (DIO) is at 44 days (FY23 43 days) and 107 days (FY23 100 days) respectively for FY24.

• The Company’s return ratios i.e. ROCE and ROE is 19.20% (FY23 23.21%) and 14.86% (FY23 23.91%) respectively for FY24.

• Company achieved a total income of '' 1,452.83 Crores in this financial year. The Company continues to reap benefits from its strategic blend of in-house capability and backward integration enabling flexibility in design, quality control, cost control and timing to market. Company’s design team is well-equipped to identify emerging international fashion footwear trends and customize it, thereby bringing customer delight to the Indian market. The Company has launched approx 300 styles during FY24 with different features such as shock absorption and reflects technology across different price categories. Campus Activewear’s ‘Never Out of Stock’ proposition ensures core replenishment products of the product portfolio focusing on creating a strong base of bestsellers.

3. Reserves and Surplus/Other Equity

Your Company has not transferred any amount during the period under review to General Reserves and entire amount of profit for the year forms part of the ‘Retained Earnings’.

4. Material changes and

commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

During the period under report, no material changes and commitments affecting the financial position of the Company occurred to which these financial statements relate and as on the date of this Report.

5. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

During the period under report, the Company has not given any loans, guarantees or provided any security in connection with a loan to any Body Corporate or person as per Section 186 of the Companies Act, 2013.

6. Listing of shares

The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2023-24 and 2024-25 has been paid to both the Stock Exchanges.

7. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year 2023-24 as stipulated under SEBI Listing Regulations forms an integral part of this Annual Report as covered in the head ‘Management Discussion and Analysis’ (“MD&A”). The MD&A Report provides a consolidated perspective of Economic, Geographical and Environmental aspects material to the Company’s strategy and its ability to create and sustain value to its key stakeholders and includes aspects of reporting as required by Regulation 34 and Schedule V of the SEBI Listing Regulations.

8. Details of Subsidiaries/Associates/ Joint ventures companies

A. Name of the Subsidiaries/

Associates/Joint Venture

Companies and Details of their contribution to the overall performance of the Company

During the period under report, there is no Subsidiary or Associate or Joint Venture of the Company.

B. Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

During FY 2023-24, no Companies have become or ceased to be its subsidiaries of our Company.

However, during FY 2022-23, Campus AI Private Limited, wholly owned subsidiary of the Company was amalgamated with the Company post Hon’ble National Company Law Tribunal, New Delhi Bench (“NCLT”) in its hearing dated August 11, 2022, pronounced the order, approving the Scheme of Arrangement between Campus AI Private Limited (“Transferor Company”) and Campus Activewear Limited (“Transferee Company/Company”) and their respective shareholders and creditors, under Sections 230 and 232, read with Section 66 and other applicable provisions of the Companies Act, 2013. The Scheme was effective from the appointed Date i.e. April 01, 2020.

9. Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

Further, In terms of the Employee Stock Options Plans of the Company, Nomination and Remuneration Committee (also designated as Compensation Committee) approved and allotted the following equity shares pursuant to the exercise of Options by the Employees:

Sl. No.	Allotment Date	ESOP Scheme		Number of Shares Allotted
1	April 24, 2023	Campus Activewear Limited Plan Special Grant 2021	Employees Stock Option	120,050
2	June 16, 2023	Campus Activewear Limited Plan Vision Pool 2021	Employees Stock Option	111,677
3	June 23, 2023	Campus Activewear Limited Plan Special Grant 2021	Employees Stock Option	67,344
4	July 25, 2023	Campus Activewear Limited Plan 2021	Employees Stock Option	105,493
5	September 15, 2023 Campus Activewear Limited Employees Stock Option Plan Special Grant 2021 & Vision Pool 2021			126,800
6	October 20, 2023	Campus Activewear Limited Plan Special Grant 2021	Employees Stock Option	20,201
7	October 20, 2023	Campus Activewear Limited Plan 2021	Employees Stock Option	17,928
	Total			569,493
Allotment Date		ESOP Scheme	Number of Shares Allotted
June 07, 2024		Campus Activewear Limited Employees Stock Option Plan Vision Pool 2021		49,198
Total				49,198

Further, Nomination and Remuneration Committee (also designated as Compensation Committee) has granted the following number of options to the Eligible Employees under the Employee Stock Options Plans of the Company during the F.Y. 2023-24:

ESOP Scheme	Number of Options Granted
Campus Activewear Limited Employees Stock Option Plan Vision Pool 2021	197,360

10. Change in the nature of Business

There was no change in the nature of business of the Company during the financial year ended March 31, 2024.

11. Share Capital

Authorized Share Capital

The Authorized Share Capital of the Company, as on March 31, 2024 was '' 4,537,000,000/- divided into 907,400,000 equity shares having face value of '' 5/- each.

Issued, Subscribed, Paid-up Share Capital

The issued and paid-up share Capital of the Company as on March 31, 2024 was '' 1,526,278,855/- divided into 305,255,771 Equity shares having face value of '' 5/- each fully paid-up.

Further, the Nomination and Remuneration Committee (also designated as Compensation Committee) allotted the following Equity Shares, post vesting and Exercise of Options by the Employees of the Company and accordingly the paid-up share capital was increased as follows:

Allotment Date	ESOP Scheme	Number of Shares Allotted	Issued and paid-up share Capital of the Company as on June 2024
June 07, 2024	Campus Activewear Limited Employees Stock Option Plan Vision Pool 2021	49,198	'' 1,526,524,845/- comprising of 305,304,969 equity shares of '' 5/-each fully paid up

12. Internal Financial Control Systems and their adequacy

In line with the Companies Act 2013 requirements, the Company has an adequate Internal Financial Controls (IFC) system commensurate with its size and scale of operations, which is in line with the requirement of the Companies Act 2013. The Company has clearly defined Governance, Risk & Compliance Framework, Policies, Standard Operating Procedures (SOP), Delegation of Authority (DOA) matrix.

Internal Audit Reports are discussed in the Audit Committee meetings on a quarterly basis and the summary of key findings along with their analysis and action taken status are presented to the Audit Committee. The necessary actions are taken within the timelines to strengthen the control in the required areas of business operations. There was no instance of fraud which necessitates reporting of material misstatement to the Company’s operations.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

13. Deposits

During the period under report, the Company had not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

14. Auditors

A) Statutory Auditors

The Members of the Company at their 15^th Annual General Meeting (AGM) held on September 26, 2023, had appointed B S R and Co., Chartered Accountants (Firm Registration No. 128510W) as the Statutory Auditors of the Company for the second term (since the partners are common with the retiring Statutory Auditors) of consecutive five years to hold such office till the conclusion of the 20^th Annual General Meeting of the Company to be held in the year 2028.

Statutory Auditors'' Report

The Report given by the Statutory Auditors on the Financial Statements of the Company for the financial year ended March 31, 2024, forms part of this Annual Report. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Report. Further, the notes to accounts referred to in the Auditors’ Report are self-explanatory.

Details in respect of frauds reported by auditors

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

B) Cost Auditors

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act and Rules framed thereunder with respect to the Company’s nature of business.

C) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules made there under as amended from time to time, M/s. ATG & Co, Company Secretaries (Formerly known as Pooja Anand & Associates) were re-appointed as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the financial year ended March 31, 2024.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ‘Annexure-I’. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31, 2024 on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued thereunder, was obtained from M/s ATG & Co., Company Secretaries, (Formerly

known as Pooja Anand & Associates) and submitted to both Exchanges. There are no observations, reservations or qualifications in that report. The Secretarial Compliance Report for the financial year ended March 31, 2024 is available on the website of the Company at www.campusactivewear.com.

D) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with corresponding rules made there under as amended from time to time. On the recommendations of the Audit Committee, Board in its meeting held on May 29, 2023 appointed Ernst & Young LLP (EY) as the Internal Auditors of the Company for the financial year ended March 31, 2024 and Internal Audit Reports are reviewed by the Audit Committee on quarterly basis.

On the recommendations of the Audit Committee, the Board of Directors at its meeting held on May 28, 2024 had approved the appointment of Ernst & Young LLP (EY) as the Internal Auditor of the Company for the financial year ending March 31, 2025.

15. Details of Directors and Key Managerial Personnel

(i) Composition

As on March 31, 2024, the Board consisted of optimum combination of Executive & Non-Executive Directors including one Woman Independent Director. Mr. Hari Krishan Agarwal is the Chairman and Managing Director of the Company.

The Composition of Board of the Company as on March 31, 2024 is as follows:

Sl. No.	Name of the Director	Designation	Category
1.	Mr. Hari Krishan Agarwal	Chairman and Managing Director	Executive, Non-Independent
2.	Mr. Nikhil Aggarwal	Whole-Time Director and CEO	Executive, Non-Independent
3.	Mr. Ankur Nand Thadani*	Director	Non-Executive, Non-Independent
4.	Mr. Anil Kumar Chanana	Director	Non-Executive, Independent
5.	Mrs. Madhumita Ganguli	Director	Non-Executive, Independent
6.	Mr. Jai Kumar Garg	Director	Non-Executive, Independent
7.	Mr. Nitin Savara	Director	Non-Executive, Independent

*Mr. Ankur Nand Thadani (DIN: 03566737) resigned from the position of Non-Executive Non-Independent Director of the Company effective from April 26, 2024.

(ii) Changes in Directors

During the financial year 2023-24, there is only one change which had happened in the composition of the Board of Directors of the Company i.e. Mr. Anil Rai Gupta (DIN: 00011892) resigned from the position of Non-Executive, Non-Independent Director of the Company effective from June 28, 2023. The Company places on record its appreciation for the immense contribution by Mr. Anil Rai Gupta in the growth of the Company.

(iii) Changes in Key Managerial Personnel

As on March 31, 2024, Mr. Hari Krishan Agarwal, Chairman and Managing Director, Mr. Nikhil Aggarwal, Whole-Time Director and CEO, Mr. Sanjay Chhabra, Chief Financial Officer and Ms. Archana Maini, General Counsel and Company Secretary, were/are the Key Managerial Personnel’s of the Company.

Mr. Sanjay Chhabra was appointed as Chief Financial Officer and Key managerial personnel of the Company effective from June 01, 2023.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013 and other applicable provisions made thereunder, Mr. Nikhil Aggarwal, CEO and Whole-Time Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. On the recommendations of Nomination and Remuneration committee, the Board recommends his re-appointment.

Brief details of the Director being recommended for re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Clause 1.2.5 of the Secretarial Standards on General Meetings (SS-2) have been furnished in the Notice dated August 12, 2024 convening the 16^th Annual General Meeting.

(iv) Declaration by Independent Director(s) of the Company

The Independent Directors have submitted their declaration of Independence, stating that:

a. they continue to fulfill the criteria of independence as required pursuant to Section 149(6) read with Schedule IV of the Companies Act, 2013 and Regulation 16 and 25 of the SEBI Listing Regulations 2015; and

b. there has been no change in the circumstances affecting their status as Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct. In terms of Section 150 of the Act and rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self-assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

16. Number of meetings of the Board of Directors

The Board met four (4) times during the Financial Year 2023-24. The details of which forms part of the Corporate Governance Report, forming part of this Annual Report. The intervening gap between the two consecutive Board meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Companies Act 2013 and Regulation 17 of the SEBI Listing Regulations 2015.

17. Board Committees

During the period under report, the Board had following Committees:

a. Audit Committee

b. Stakeholder’s Relationship Committee

c. Nomination and Remuneration Committee (also designated as Compensation Committee)

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. Internal Complaints Committee

g. Finance Committee

The composition of the Committees of the Board and the details regarding meetings of the Committees constituted by the Board are set out in the Corporate Governance Report, which forms part of this Annual Report.

18. Vigil mechanism/Whistle Blower Policy

Your Company is committed to highest standards of ethical, moral and legal business conduct. The Company is committed to maintaining an ethical workplace that facilitates the reporting of potential violations of the Company’s policies and the applicable laws. To promote the highest ethical standards, the Company encourages its employees who have concern(s) about any actual or potential violation of the legal & regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to come forward and express his/ her concern(s) without fear of punishment or unfair treatment.

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the Company has established a robust Vigil Mechanism for Directors and Employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct. The Whistle Blower Policy/Vigil Mechanism provides that the Company investigates such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so.

The Policy also provides the mechanism for employee(s) to raise their concerns that could have grave impact on the operations, performance, value and the reputation of the Company and also provide for the

direct access to the Chairman of the Audit Committee. The Whistle Blower Policy/Vigil Mechanism Policy is available on the website of the Company and can be accessed at https:// www.campusactivewear.com/sites/default/ files/2024-07/WhistleBlowerPolicy.pdf.

19. Nomination and Remuneration Policy of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company

As per the provisions of Section 178(3) of the Companies Act, 2013, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors have approved a Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and the employees and their remuneration including criteria for determining qualifications, positive attributes, independence etc.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel/ Senior Management while making selection of the candidates. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company is available on the website of the Company and can be accessed at https://www.campusactivewear. com/sites/default/files/2022-06/Nomination%20 and%20Remuneration%20Policy.pdf.

20. Corporate Social Responsibility (CSR)

In terms of the provisions of Section 135 of the Companies Act 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and amendment thereof, the Board has constituted a Corporate Social Responsibility ("CSR”) Committee and the composition of the CSR Committee is provided in the Corporate Governance Report, which forms part of the Annual Report. The Company discharges its Corporate Social Responsibility obligations through Ministry of Corporate Affairs (MCA) registered Implementing Agencies towards supporting projects as prescribed under Schedule VII of the Companies Act, 2013, in line with the Corporate Social Responsibility

Policy of the Company. Some of the key

initiatives are:

1. Olympic and Paralympic Sports: The

Company is associated with Foundation for promotion of Sports and Games through program named OGQ. It is committed to bridging the gap between the best athletes in India and the best athletes in the world with a mission to support the Indian athletes in winning Olympic and Paralympic Gold medals. Vision of the foundation is to scout for potential medal talent, to help identify areas of support, and to work with all stakeholders to aid deserving talent of the Foundation for 123 athletes and 59 Para athletes in 10 sports viz Shooting, Badminton, Judo, Archery, Boxing, Wrestling, Powerlifting, Weightlifting, Table tennis and Athletics.

2. Education: Your Company has tied up with Central Square Foundation (CSF) which is a Non-profit organisation with the vision of ensuring quality school education for all children in India towards executing the "NIPUN Bharat Mission” in Uttar Pradesh. CSF’s vision is to work with the Government of Uttar Pradesh education department to improve the capacity to deliver Foundational Literacy and Numeracy (FLN) outcomes to about 76 Lakh students across 1.1 Lakh primary government schools across all 75 districts in the State.

3. Underprivileged Section: The Company also associated with VISHVAS for the underprivileged poor and needy section of the society including Computer Education to Girls and free Eye care. This foundation has a mission of empowering women through education and vocational training. They have recently launched a free charitable training and stitching training centre for underprivileged women.

4. Sportz training: The Company is associated with Sportz Village foundation for imparting sports training to students and providing sports kits to students for their skill enhancement and preparation for sports at state and national level. Sportz Village foundation helps children from public schools (rural & urban) in sports and physical education programs for improved developmental outcomes. It works towards enhancement of health, education and social-emotional skills of students.

5. Education/Food/Home/Medical assistance:

a) The Company is associated with ‘Sewa Bharti foundation’ for imparting quality education from 6^th to 12^th standard to underprivileged children in our country to inculcate intellectual, physical, spiritual, religious, and moral education into children. Sewa Bharti''s goal is the creation of a society that lives in harmony and the actions of Sewa Bharti can be said to be guided by working towards a harmonious society.

b) The Company is associated with ''ApnaGhar Ashram'', where all facilities like treatment, food, clothing, personal care, and medical/surgical treatments are provided free of cost to homeless people. Foundation provides first aid, food, personal hygiene, bathing, clothing, etc. and pick up the helpless pepole.

The Board of Directors have approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the Company at https://www. campusactivewear.com/sites/default/ files/2024-04/Corporate%20Social%20 Responsibilitv%20policv.pdf. Further, the Annual Report on CSR activities for the Financial Year 2023-24, in the prescribed format, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed as ‘Annexure-II’ to this Report.

21. Particulars of Contracts or Arrangements with Related Parties as per Section 188 of the Companies Act, 2013

The particulars of every contract and arrangement if entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in ‘Annexure-III’ and forms part of this Report.

22. Credit Rating

During the period under report,

India Ratings and Research (Ind-Ra) has upgraded Campus Activewear Limited’s (CAL) Long-Term Issuer Ratings to ‘IND AA-’/Stable from ‘IND A ’/Positive.

CRISIL has re-affirmed the rating of Campus Activewear Limited’s (CAL) to ‘CRISIL A /Stable/ CRISIL A1’.

The Company has not issued any debt instruments or non-convertible securities.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

In compliance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, a statement containing information on conservation of energy, Technology Absorption, Foreign Exchange Earnings and Outgo of the Company, in the prescribed format is annexed as ‘Annexure-IV’.

24. Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at https://www. campusactivewear.com/shareholders-corner.

25. Employee’s Stock Option Plan

During the period under report, the Company had in place 4 (four) Employee Benefit Plans (Pre-IPO Schemes/ESOP Schemes), namely, Campus Activewear Limited Employee Stock Option Plan 2018 (ESOP 2018), Campus Activewear Limited Employee Stock Option Plan 2021 (ESOP 2021), Campus Activewear Limited Employee Stock Option Plan 2021 - Special Grant (Special Grant 2021) and Campus Activewear Limited Employee Stock Option Plan 2021 - Vision Pool (Vision Pool 2021). However, ESOP 2018 Scheme of the Company has been terminated by the Board of the Company effective from May 29, 2023, as per the provisions of the said Scheme.

The Company with the objective to promote the culture of employee ownership and as well

as to attract, retain, motivate and incentivize senior and critical talents, formulated Employee Benefit Plans for the employees (excluding Exceutive and Independent Director) and its subsidiary Company. The Company views Employee Stock Options as long term incentive tools that would enable the employees not only to become co-owners, but also to create wealth.

The Company had applied for in principle approval of 1,800,000 equity shares of '' 5 each to be issued under Campus Activewear Limited Employee Stock Option Plan 2021 - Vision Pool 2021 for which the Stock Exchanges have granted its approval on April 18, 2023.

As per Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company received Certificate from M/s. ATG & Co., Company Secretaries certifying that the ESOP Schemes of the Company are being implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The Disclosures pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, in respect of ESOP Schemes as at March 31, 2023, is available on the website of the Company and can be accessed at www. campusactivewear.com

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

During the year under report, the Company has not received any significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations.

27. Details pursuant to Section 197(12) of the Companies Act, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as ‘Annexure-V’.

28. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite certificate from M/s. ATG & Co., Company Secretaries confirming compliance of conditions of Corporate Governance is also annexed to the Corporate Governance Report.

29. Business Responsibility and Sustainability Report (BRSR)

Keeping up the commitment to sustainability, your Company has prepared the Business Responsibility & Sustainability Report (‘BRSR’). The Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives. Your Company is presenting its 2^nd report in terms of BRSR this year.

In line with our commitment to ethical and sustainable operations, we prioritise the wellbeing of all our people. At Campus, we believe that our employees thrive in a secure and empowering environment, thus enabling them to unlock their potential to the fullest. We have continued to transform our business to have a more sustainable and responsible approach towards the society. In line with aforementioned our 2^nd BRSR report for the FY 2023-24 has been prepared.

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, read with the SEBI master Circular No. SEBI/HO/CFD/ PO D2/CIR/P/2023/120 dated July 11, 2023,

your Company has published its 2^nd Business Responsibility and Sustainability Report (BRSR) for the year 2023-24, in a fair and transparent manner, covering the essential indicators that are required to be reported on a mandatory basis and the same is part of this Annual Report.

30. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby state and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards

had been followed along with proper explanation relating to material departures;

b. the Directors had 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 and loss of the Company for that period;

c. the Directors had 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 fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. 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.

31. Risk Management Framework

Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the Company has formulated and adopted the Risk Management Framework. A robust risk management framework is framed to anticipate, identify, measure, manage, mitigate, monitor and report the risk and uncertainties that may have an impact to achieve the business objective of the Company. The Company recognizes these risks which needs to be managed and mitigated to protect the interest of the stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. The Company believes that managing risks helps in maximizing returns.

An extensive program of internal audits and regular reviews by the Audit Committee is carried out to ensure compliance with the best practices. The Company has a risk management policy, placed on the website of the Company on the following link https:// www.campusactivewear.com/sites/default/ files/2024-06/Risk Management Policy.pdf

Mr. Sanjay Chhabra has been appointed as the Chief Risk Officer of the Company via recommendation of Risk Managemnent Committee and approval of Board w.e.f. May 2024.

32. Disclosure under the Sexual

Harassment of Women at Workplace (Prevention,

Prohibition And Redressal) Act,

2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises through various interventions and practices. The Company always endeavors to create

and provide an environment that is free from discrimination and harassment.

The Company has in place robust policy

on prevention, prohibition and redressal of complaints relating to sexual harassment at workplace which is applicable to the Company as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’). The

Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under report, the Company has received 1 complaint pertaining to sexual harassment and the same was withdrawn by the complainant.

33. Formal Annual Evaluation of the Performance of the Board, its committees and of Individual directors

A formal evaluation of the performance of the Board, it’s Committees, the Chairman and the individual Directors was carried out for FY 2023-24. Led by the Nomination and Remuneration Committee, the evaluation was carried out using structured questionnaires covering, amongst others, composition of Board, conduct as per Company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of

Directors, preparation & contribution at Board meetings, leadership, etc

The evaluation was carried out by way of internal assessments done based on the factors prescribed under the Policy adopted by the Company and the SEBI prescribed Guidance Note on Board Evaluation.

The evaluation brought to notice that the sharing of information with the Board, its timeliness, the drafting of agenda notes and the content thereof as well as the drafting of the minutes were found to be satisfactory. Therefore, the outcome of the performance evaluation for the period under report, was satisfactory and reflects how well the directors, board and committees are carrying their respective activities.

The Independent Directors conducted their separate meeting which was held on August 09, 2023 without the attendance of Non-Independent Directors as per the

provisions of Companies Act, 2013 and SEBI (LODR) Regulations.

34. CEO and CFO Certificate

CEO and CFO Certificate as prescribed under Schedule II Part B of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report forming part of this Annual Report.

35. Compliance with Secretarial

Standards

The Company has duly followed the applicable Secretarial Standards, relating to Meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

36. Other Disclosures

A. During the financial year 2023-24, the Company has not made any application and no proceeding is pending under the Insolvency and Bankruptcy code, 2016.

B. There were no instances where the Company required the valuation for one time settlement for while taking the loan from the Banks or Financial institutions.

C. The Company has not issued shares with differential voting rights and sweat equity shares during the year under report.

37. Acknowledgement

The Board of Directors would like to express their sincere thanks to the continued co-operation and support of its loyal customers that has enabled us to make every effort to understand their unique needs and deliver maximum customer satisfaction. The Board also places on record its appreciation for our employees at all levels, for their hard work, cooperation and support in helping us as a Company. The Company is always grateful for the efforts of its Vendors for reinforcing Campus presence across the country and the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.

For and on Behalf of the Board For Campus Activewear Limited

(Formerly known as Campus Activewear Private Limited)

Nikhil Aggarwal

Whole-Time Director and CEO

Date: August 12, 2024 DIN: 01877186

Place: Gurugram

---

Mar 31, 2023

The Board of Directors ("Board") has pleasure in presenting 15^th Annual Report ("Report") of the business and operations of Campus Activewear Limited ("the Company") together with the Audited Financial Statements for the financial year ended 31 March 2023.

1. Financial Summary or Highlights

The Company''s financial performance for the year under report along with previous year''s figures are given hereunder:

(All amounts are in INR Millions except otherwise stated)
Particulars	2022-23	2021-221
Revenue from Operations	14,842.50	11,941.81
Other Income	27.54	23.96
EBITDA	2,563.29	2,443.70
Depreciation and amortization expenses	710.42	530.41
Profit before tax	1,566.02	1,717.09
Less: Tax Expenses	(394.84)	(631.71)
Profit for the year (PAT)	1,171.18	1,085.38
Other comprehensive income for the year, net of tax	0.29	5.79
Total comprehensive income for the year, net of tax	1,171.47	1,091.17
*the figures are as per the revised Financial Statements as approved by the Board of Directors in its meeting held on 23 September 2022.

The Financial Statements of the Company for the financial year ended 31 March 2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. State of Company''s Affairs

Campus Activewear Limited is engaged in the business of manufacturing of footwear. During the financial year under report, the Company achieved total income of '' 14,870.04 mm as compared to '' 11,965.77 mm in the previous year. Net profit (after tax) for the year is '' 1,171.18 mm as compared to net profit (after tax) of '' 1,085.38 mm in the previous year.

FY23 Financial Highlights

• FY23 sales volume registered at 23.53 mm pairs as against 19.27 mm pairs in FY22, thereby generating 22.12% year on year volume growth.

• FY23 aggregate ASP stood at '' 631 per pair versus '' 620 per pair in FY22, thereby resulting in 1.78% YoY ASP growth.

• Revenue from operations increased by 24.29% YoY to '' 14,842.50 mm in FY23.

EBITDA margin stood at 17.27% vs. 20.46% in FY22.

• Net Profit during the year FY23 stood at '' 1,171.18 mm (PAT margin: 7.89%) as against PAT of '' 1,085.38 mm in FY22 (PAT margin: 9.09%).

Balance Sheet Highlights

• The Company''s Days of Sales outstanding (DSO) and Days of Inventory outstanding (DIO) was at 43 days (FY22 40 days) and 100 days (FY22 86 days) respectively for FY23.

• The Company''s return ratios i.e. Return on Capital Employed (ROCE) and Return on Equity (ROE) was 23.21% (FY22 30.57%) and 23.91% (FY22 29.33%) respectively for FY23.

• Campus Activewear achieved its highest ever revenue in a financial year at '' 14,870.04 mm, registering a growth of 24.29% YoY. The Company continues to reap benefits from its strategic blend of in-house capability and backward integration enabling flexibility in design, quality control, cost control and timing to market. Campus Activewear''s design

team is well-equipped to identify emerging international fashion footwear trend and customize it, thereby bringing customer delight to the Indian market. The Company has introduced more than 300 styles in the sports & athleisure area during FY23, catering to a variety of consumer events and needs. While some shoe styles are designed purely as lifestyle conversational styles, others come with different features like shock absorption, anti-skid soles, & non-marking soles, to mention a few. The entire portfolio is offered at a variety of price points for everyone to pick from. Campus Activewear''s ''Never Out of Stock'' proposition ensures core replenishment products of the product portfolio focusing on creating a strong base of bestsellers.

3. Dividend

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Board has approved and adopted a Dividend Distribution Policy on 10 December 2021. The Policy specifies various considerations based on which the Board may recommend or declare Dividend, Company''s dividend track record, usage of retained earnings for corporate actions, etc. The Dividend Distribution Policy is available on the Company''s website in the "Codes and Policies" Section in the Investor Relations Section and can be accessed at https://www.campusactivewear.com/ sites/default/files/2023-08/Dividend_Distribution_ Policy%20CAMPUS.pdf

The Board does not recommend any dividend on the Equity Shares of the Company for the financial year 2022-23.

4. Reserves and Surplus/Other Equity

During the period under report, the Company has not transferred any amount to General Reserves and entire amount of profit for the year forms part of the ''Retained Earnings''.

5. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

During the period under report, the Company has not given any loans, guarantees or provided any security in connection with a loan to any Body Corporate or person as per section 186 of the Companies Act, 2013.

6. Listing of shares

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 2022-23 and 2023-24 has been paid to the credit of both the Stock Exchanges.

7. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year 2022-23 as stipulated under SEBI Listing Regulations forms an integral part of this Annual Report as covered in the head ''Management Discussion and Analysis'' ("MD&A"). The MD&A Report provides a consolidated perspective of Economic, Geographical and Environmental aspects material to the Company''s strategy and its ability to create and sustain value to its key stakeholders and includes aspects of reporting as required by Regulation 34 and Schedule V of the SEBI Listing Regulations.

8. Details of Subsidiaries/Associates/Joint ventures companies

A. Name of the Subsidiaries/Associates/Joint Venture Companies and Details of their contribution to the overall performance of the company

During the period under report, there is no Subsidiary or Associate or Joint Venture of the Company.

B. Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

During the period under report, Campus AI Private Limited, wholly owned subsidiary of the Company was amalgamated with the Company post Hon''ble National Company Law Tribunal, New Delhi Bench ("NCLT") in its hearing dated 11 August 2022, pronounced the order, approving the Scheme of Arrangement between Campus AI Private Limited ("Transferor Company") and Campus Activewear Limited ("Transferee Company/ Company") and their respective shareholders and creditors, under Sections 230 and 232, read with Section 66 and other applicable provisions of the Companies Act, 2013. The Scheme was effective from the appointed Date i.e. 1 April 2020.

9. Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report except the following:

(1) The Company invested '' 16.70 Crores during April 2023 in acquiring Land and Building in Paonta Sahib, Himachal Pradesh for enhancing its manufacturing capacities.

(2) In terms of the Employee Stock Options Plans of the Company, Nomination and Remuneration Committee (also designated as Compensation Committee) approved and allotted the following equity shares pursuant to the exercise of Options by the Employees:

Sl. No.	Allotment Date	ESOP Scheme	Number of Shares Allotted
1	24 April 2023	Campus Activewear Limited Employees Stock Option Plan 2021-Special Grant	1,20,050
2	16June 2023	Campus Activewear Limited Employees Stock Option Plan 2021-Vision Pool	1,11,677
3	23 June 2023	Campus Activewear Limited Employees Stock Option Plan 2021-Special Grant	67,344
4	25 July 2023	Campus Activewear Limited Employees Stock Option Plan 2021	1,05,493
	Total		4,04,564
Further, Nomination and Remuneration Committee (also designated as Compensation Committee) has granted the following Options to the Eligible Employees under the Employee Stock Options Plans of the Company:
Sl. No.	ESOP Scheme		Number of Options Granted
1	Campus Activewear Limited Employees Stock Option Plan Vision Pool 2021		1,97,360*
2	Campus Activewear Limited Employees Stock Option Plan 2021		3,65,600
*Date of grant for 25,360 options is 1 October 2023.

10. Change in the nature of Business

There was no change in the nature of business of the Company during the financial year ended 31 March 2023.

11. Share Capital Authorized Share Capital

The Authorized Share Capital of the Company, as on 31 March 2023 was '' 4,537,000,000/- divided into 907,400,000 equity shares having face value of '' 5/- each.

Issued, Subscribed, Paid-up Share Capital

The issued and paid-up share Capital of the Company as on 31 March 2023 was '' 1,523,431,390/- divided into 304,686,278 Equity shares having face value of '' 5/- each fully paid-up.

Further, the Nomination and Remuneration Committee (also designated as Compensation Committee) allotted the following Equity Shares, post vesting and Exercise of Options by the Employees of the Company and accordingly the paid-up share capital was increased as follows:

Sl. No.	Allotment Date	ESOP Scheme	Number of Shares Allotted	Issued and paid-up share Capital of the Company
1	24 April 2023	Campus Activewear Limited Employees Stock Option Plan 2021- Special Grant	1,20,050	'' 1,52,40,31,640/- comprising of 30,48,06,328 equity shares of '' 5/-each fully paid up
2	16June 2023	Campus Activewear Limited Employees Stock Option Plan 2021- Vision Pool	1,11,677	'' 1,52,45,90,025/- comprising of 30,49,18,005 equity shares of '' 5/-each fully paid up

Sl. No.	Allotment Date	ESOP Scheme	Number of Shares Allotted	Issued and paid-up share Capital of the Company
3	23 June 2023	Campus Activewear Limited Employees Stock Option Plan 2021- Special Grant	67,344	'' 1,52,49,26,745/- comprising of 30,49,85,349 equity shares of '' 5/-each fully paid up
4	25 July 2023	Campus Activewear Limited Employees Stock Option Plan 2021	1,05,493	'' 1,52,54,54,210/- comprising of 30,50,90,842 equity shares of '' 5/-each fully paid up

12. Internal Financial Control Systems and their adequacy

The Company has an adequate Internal Financial Controls (IFC) system commensurate with its size and scale of operations, which is in line with the requirement of the Companies Act 2013. The Company has a clearly defined Governance, Risk & Compliance Framework, Policies, Standard Operating Procedures (SOP), Delegation of Authority (DOA).

Internal Audit Reports are discussed in the Audit Committee meetings on a quarterly basis and the summary of key findings along with their analysis and action taken status are presented to the Audit Committee. The necessary actions are taken within the timelines to strengthen the control in the required areas of business operations. There were no instances of fraud which necessitates reporting of material misstatement to the Company''s operations.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has adequate Internal Financial Controls system that is operating effectively as on 31 March 2023.

13. Deposits

During the period under report, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

14. Auditors

A) Statutory Auditors

The Members of the Company at their 10^th Annual General Meeting (AGM) held on 24 September 2018, had appointed M/s. B S R & Associates LLP, Chartered Accountants (Firm Registration No. 116231W/ W-100024) as Statutory Auditors of the Company to hold office from the conclusion of 10^th Annual General Meeting (AGM) till the conclusion of the 15^th AGM of the Company.

Since the first Term of Appointment of M/s. B S R & Associates LLP shall complete on the conclusion of the 15^th AGM of the Company, therefore on the recommendations of the Audit Committee and subject to the approval of the shareholders in the forthcoming AGM, the Board in its meeting held on 29 May 2023 has appointed M/s. B S R and Co, Chartered Accountants (ICAI Firm Registration No. 128510W) as the Statutory Auditors of the Company for the second term (since the partners are common with the retiring Statutory Auditors) of five consecutive years to hold such office till the conclusion of the 20^th Annual General Meeting of the Company to be held in the year 2028.

The Company has received the Consent and Eligibility Certificate from the M/s. B S R and Co to act as the Statutory Auditors of the Company, in accordance with the provisions of Section 139 and Section 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 for review.

Statutory Auditors'' Report

The Report given by the Statutory Auditors on the Financial Statements of the Company for the financial year ended 31 March 2023, forms part of this Annual Report. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Report. Further, the notes to accounts referred to in the Auditors'' Report are self-explanatory.

Details in respect of frauds reported by auditors

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

B) Cost Auditors

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act and Rules framed thereunder with respect to the Company''s nature of business.

C) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules made there under as amended from time to time, M/s. ATG & CO., Company Secretaries (Formerly known as M/s. Pooja Anand & Associates) were appointed as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the financial year ended 31 March 2023.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure I. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31 March 2023 on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued

thereunder, was obtained from M/s ATG & CO., Company Secretaries, (Formerly known as M/s. Pooja Anand & Associates) and submitted to both the stock exchanges. There are no observations, reservations or qualifications in that report. The Secretarial Compliance Report for the financial year ended 31 March 2023 is available on the website of the Company at www.campusactivewear.com.

D) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with corresponding rules made there under as amended from time to time. On the recommendations of the Audit Committee, Board in its meeting held on 30 May 2022 appointed Ernst & Young LLP (EY) as the Internal Auditors of the Company for the financial year ended 31 March 2023 and Internal Audit Reports are reviewed by the Audit Committee on quarterly basis.

On the recommendations of the Audit Committee, the Board of Directors at its meeting held on 29 May 2023 has approved the appointment of Ernst & Young LLP (EY) as the Internal Auditor of the Company for the financial year ending 31 March 2024.

15. Details of Directors and Key Managerial Personnel

(i) Composition

As on 31 March 2023, the Board consisted of optimum combination of Executive & Non-Executive Directors including one Woman Independent Director. Mr. Hari Krishan Agarwal is a Chairman and Managing Director of the Company.

The Composition of Board of the Company as on 31 March 2023 is as follows:

Sl. No.	Name of the Director	Designation	Category
1	Mr. Hari Krishan Agarwal	Chairman and Managing Director	Executive, Non-Independent
2	Mr. Nikhil Aggarwal	Whole-Time Director and CEO	Executive, Non-Independent
3	Mr. Anil Rai Gupta*	Director	Non-Executive, Non-Independent
4	Mr. Ankur Nand Thadani	Director	Non-Executive, Non-Independent
5	Mr. Anil Kumar Chanana	Director	Non-Executive, Independent
6	Mrs. Madhumita Ganguli	Director	Non-Executive, Independent
7	Mr. Jai Kumar Garg	Director	Non-Executive, Independent
8	Mr. Nitin Savara	Director	Non-Executive, Independent

(ii) Changes in Directors

During the financial year 2022-23, no changes took place in the composition of the Board of Directors of the Company.

*However, Mr. Anil Rai Gupta (DIN: 00011892) resigned from the position of Non-Executive Non-Independent Director of the Company effective from 28 June 2023. The Company places on record its appreciation for the immense contribution by Mr. Anil Rai Gupta in the growth of the Company.

(iii) Changes in Key Managerial Personnel

As on 31 March 2023, Mr. Hari Krishan Agarwal, Chairman and Managing Director, Mr. Nikhil Aggarwal, Whole-Time Director and CEO, Mr. Raman Chawla, Chief Financial Officer and Ms. Archana Maini, General Counsel and Company Secretary, were the Key Managerial Personnel of the Company.

However, Mr. Raman Chawla resigned from the position of Chief Financial Officer and Key Managerial Personnel of the Company effective from the closing of the business hours of 31 May 2023 and Mr. Sanjay Chhabra has been appointed as Chief Financial Officer and Key managerial personnel of the Company effective from 1 June 2023.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013 and other applicable provisions made thereunder, Mr. Ankur Nand Thadani, Non-Executive NonIndependent Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. On the recommendations of Nomination and Remuneration committee, the Board recommends his re-appointment.

Brief details of the Director being recommended for re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Clause 1.2.5 of the Secretarial Standards on General Meetings (SS-2) have been furnished in the Notice dated 10 August 2023 convening the 15^th Annual General Meeting.

(iv) Declaration by Independent Director(s) of the Company

The Independent Directors have submitted their declaration of Independence, stating that:

a. they continue to fulfill the criteria of independence as required pursuant to Section 149(6) read with Schedule IV of

the Companies Act, 2013 and Regulation 16 and 25 of the SEBI Listing Regulations 2015; and

b. there has been no change in the circumstances affecting their status as Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct. In terms of Section 150 of the Act and rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self-assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience (including the proficiency) in their respective fields.

16. Number of meetings of the Board of Directors

The Board met Ten (10) times during the Financial Year 2022-23. The details of which form part of the Corporate Governance Report, forming part of this Annual Report. The intervening gap between the two consecutive Board meetings was within the period prescribed period of 120 days as specified under the provisions of Section 173 of the Companies Act 2013 and Regulation 17 of the SEBI Listing Regulations 2015.

17. Board Committees

During the period under report, the Board had following Committees:

a. Audit Committee;

b. Stakeholder''s Relationship Committee;

c. Nomination and Remuneration Committee (also designated as Compensation Committee);

d. Corporate Social Responsibility Committee;

e. Risk Management Committee;

f. Internal Complaints Committee;

g. Finance Committee;

h. Initial Public Offer Committee was dissolved effective from 10 November 2022 by the Board of Directors of the Company, since the Equity shares of the Company got listed on 9 May 2022.

The composition of the Committees of the Board and the details regarding meetings of the Committees constituted by the Board are set out in the Corporate Governance Report, which forms part of this Annual Report.

18. Vigil mechanism/Whistle Blower Policy

The Company is committed to maintaining an ethical workplace that facilitates the reporting of potential violations of the Company''s policies and the applicable laws. To promote the highest ethical standards, the Company encourages its employees who have concern(s) about any actual or potential violation of the legal & regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the Company has established a robust Vigil Mechanism for Directors and Employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct. The Whistle Blower Policy/Vigil Mechanism provides that the Company investigates such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so.

The Policy also provides the mechanism for employee(s) to raise their concerns that could have grave impact on the operations, performance, value and the reputation of the Company and also provide for the direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/Vigil Mechanism Policy is available on the website of the company and can be accessed at: https://www.campusactivewear. com/Investor-Relations-Corporate.

19. Nomination and Remuneration Policy of Directors, Key Managerial Personnel, and other employees of the Company

As per the provisions of Section 178(3) of the Companies Act, 2013, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors has approved a Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the employees and their remuneration including criteria for determining qualifications, positive attributes, independence etc.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management while making selection of the candidates. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company is available on the website of the Company and can be accessed at: https://www.campusactivewear. com/sites/default/files/2022-06/Nomination%20 and%20Remuneation%20Policy.pdf

20. Corporate Social Responsibility (CSR)

In terms of the provisions of Section 135 of the Companies Act 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and amendment thereof, the Board has constituted a Corporate Social Responsibility ("CSR") Committee and the composition of the CSR Committee is provided in the Corporate Governance Report, which forms part of this Annual Report. The Company discharges its Corporate Social Responsibility obligations through publicly registered Implementing Agencies towards supporting projects as prescribed under Schedule VII of the Companies Act, 2013, in line with the Corporate Social Responsibility Policy of the Company and some of the key initiatives by the Company are:

1. Olympic and Paralympic Sports: The

Company associated with OGQ Project of the Foundation for Promotion of Sports and Games for training, sports science, Coaching, Equipment and Sports Kit and Athlete management and Performance Monitoring of 68 Athletes in sports viz. Shooting, Badminton, Archery Boxing, Wrestling, Weightlifting, table Tennis and Athletics.

2. Education: Education has been one of the focus areas from Corporate Social Responsibility (CSR) standpoint. Campus association with Central Square Foundation as part of our CSR initiatives started during Financial Year 2022-23 ensuring quality school education for all children in India.

3. Underprivileged Section: The Company also associated with VISHVAS for the underprivileged section of the society poor and needy including education to Girls in Computers and free Eye care and Paryas society towards mobile medical unit.

The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the Company at https://www.campusactivewear.com/sites/default/ files/2022-10/CSR%20POUCY.pdf Further, the

Annual Report on CSR activities for the Financial Year 2022-23, in the prescribed format, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed as Annexure II to this Report.

21. Particulars of Contracts or Arrangements with Related Parties as per Section 188 of the Companies Act, 2013

The particulars of every contract and arrangement if entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto in Form No. AOC-2 is annexed as Annexure III to this Report.

22. Credit Rating

During the period under report:

A. India Ratings and Research (Ind-Ra) has affirmed Campus Activewear Limited''s (CAL) Long-Term Issuer Rating at ''IND A '' with a Positive Outlook.

B. CRISIL Ratings has reaffirmed its ratings on the long term bank facilities to CRISIL A and Stable outlook and reaffirmed the ''CRISIL A1'' rating on the short-term facility.

The Company has not issued any debt instruments or non-convertible securities.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

In compliance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, a statement containing information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo of the Company, in the prescribed format is annexed as Annexure IV to this report.

24. Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at https://www.campusactivewear. com/shareholders-corner.

25. Employee''s Stock Option Plan

During the period under report, the Company had in place 4 (four) Employee Benefit Plans (Pre-IPO Schemes/ESOP Schemes), namely, Campus Activewear Limited Employee Stock Option Plan 2018 (ESOP 2018), Campus Activewear Limited Employee Stock Option Plan 2021 (ESOP 2021), Campus Activewear Limited Employee Stock Option Plan 2021 - Special Grant (Special Grant 2021) and Campus Activewear Limited Employee Stock Option Plan 2021 - Vision Pool (Vision Pool 2021). However, ESOP 2018 Scheme of the Company has been terminated by the Board of the Company effective from 29 May 2023, as per the provisions of the said Scheme.

The Company with the objective to promote the culture of employee ownership and as well as to attract, retain, motivate and incentivize senior and critical talents, formulated Employee Benefit Plans for the employees and Directors of the Company and its subsidiary company. The Company views Employee Stock Options as long term incentive tools that would enable the employees not only to become co-owners, but also to create wealth out of such ownership in future.

The Equity Shares of the Company got listed on BSE Limited and National Stock Exchange of India Limited effective from 9 May 2022. The Nomination & Remuneration Committee (designated as Compensation Committee) and the Board of Directors have approved the changes required as per regulatory requirements under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in ESOP 2021, Special Grant 2021 and Vision Pool 2021. However, on the recommendations of the Nomination & Remuneration Committee and Board of Directors of the Company, the shareholders in its meeting held on 18 November 2022 has approved the Variation in terms of Vision Pool 2021, which is not prejudicial to the interests of the employees and all the employees are beneficiaries to the said Variation. The Variation was regarding the change in Clause 7.1 & 7.2 of the scheme as follows:

1. The minimum Vesting Period for any Options Granted under this Plan shall be in accordance with the Regulations (i.e., currently a period of 1 year from the date of Grant).

Provided that in case where Options are Granted by the Company under the Plan in lieu of options held by an Employee under a similar Plan in another Company ("Transferor Company") which has merged, demerged or entered into an arrangement or amalgamated with the Company, the period during which the

options Granted by the Transferor Company were held by him shall be adjusted against the minimum Vesting Period required under this clause.

Provided further that in the event of death or permanent incapacity of an Option Grantee, the minimum vesting period in accordance with the Regulations (i.e., currently a period of 1 year) shall not be applicable and in such instances, the options shall vest in terms of 8.2 (b) of this policy.

2. The Compensation Committee shall determine the Vesting schedule that shall apply to all Grants made under this Plan.

As per Regulation 12 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company had placed the matter for the ratification of the aforementioned Pre-IPO Schemes except ESOP 2018 by the shareholders of the Company and the same are ratified and approved by the shareholders in its meeting held on 18 November 2022 and were also approved and ratified by the shareholders for the extension of benefits to the subsidiary Company including erstwhile subsidiary i.e. Campus AI Private Limited. The ESOP Schemes are in conformity with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

As per Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company has received Certificate from M/s. ATG & CO., Company Secretaries certifying that the ESOP Schemes of the Company are being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Resolutions passed by the shareholders of the Company and will be placed at the Annual General Meeting for inspection by members. The Disclosures pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, in respect of ESOP Schemes as at 31 March 2023, is available on the website of the Company and can be accessed https:// www.campusactivewear.com/sites/default/ files/2023-09/ESOP%20Disclosure%202022-23.pdf.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

During the year under report, the Company has not received any significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future except the Order passed by Hon''ble National Company Law Tribunal in its hearing dated 11 August 2022 approving the Scheme of Arrangement between Campus AI Private Limited ("Transferor Company") and Campus Activewear Limited ("Transferee Company/ Company") and their respective shareholders and creditors, under Sections 230 and 232, read with Section 66 and other applicable provisions of the Companies Act, 2013. However, the Scheme is effective from the appointed Date i.e. 1 April, 2020. Campus AI Private Limited was the wholly owned Subsidiary of the Company. Post the said NCLT Order, the Company made an application to the RoC, Delhi, seeking an extension of time by three months for the convening of Annual General Meeting for the Financial Year 2021-22 and the RoC has approved and allowed the Company to conduct its AGM for the financial year 2021-22 on or before 31 December 2022 i.e an extension of three (3) months to hold the Annual General Meeting.

27. Details pursuant to Section 197(12) of the Companies Act, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as Annexure V.

28. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite certificate from M/s. ATG & CO., Company Secretaries confirming compliance of conditions of Corporate Governance is also annexed to the Corporate Governance Report.

29. Business Responsibility and Sustainability Report (BRSR)

The Company is pleased to introduce first integrated Report, which is also highlighting the non- financial aspects of the Company. To see a continuous growth year-on-year, we need to look beyond monetary aspects, and we are diligently working towards creating a low carbon economy. We are driving our sustainability agenda forward, while being a catalyst for positive and tangible change in the footwear manufacturing industry.

In line with our commitment to ethical and sustainable operations, we prioritise the well-being of all our people. At Campus, we believe that our employees thrive in a secure and empowering

environment, thus enabling them to unlock their potential to the fullest. We have continued to transform our business to have a more sustainable and responsible approach towards the society.

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, read with the SEBI Master Circular dated 11 July 2023, your Company is pleased to publish its 1^st Business Responsibility and Sustainability Report (BRSR) for the year 202223, in a fair and transparent manner, covering the essential indicators that are required to be reported on a mandatory basis and the same is part of this Annual Report.

30. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby state and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had 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 and loss of the Company for that period;

c. the Directors had 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 fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. 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.

31. Risk Management Framework

Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the Company has formulated and adopted the Risk Management Framework. A robust risk management framework is framed to anticipate, identify, measure, manage, mitigate, monitor and report the risk and uncertainties that may

have an impact to achieve the business objective of the company. The Company recognizes these risks which need to be managed and mitigated to protect the interest of the stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. The Company believes that managing risks helps in maximizing returns.

An extensive program of internal audits and regular reviews by the Audit Committee is carried out to ensure compliance with the best practices.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment.

The Company has in place robust policy on prevention, prohibition and redressal of complaints relating to sexual harassment at workplace which is applicable to the company as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act''). The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under report, the company has not received any complaint pertaining to sexual harassment.

33. Formal Annual Evaluation of the Performance of the Board, its committees and of Individual Directors

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") contain provisions for the evaluation of the performance of:

(i) the Board as a whole;

(ii) the Individual Directors (including independent Directors and Chairperson); and

(iii) various Committees of the Board.

The Board of Directors have carried out an Annual Evaluation of its own performance, Board Committees and Individual Directors pursuant to

requirements of the provisions of Section 178 of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve common business goals of the Company. Similarly, the key objectives of conducting performance evaluation of the Directors through individual assessment and peer assessment were to ascertain if the Directors actively participate in the Board/ Committee Meetings and contribute to achieve the common business goals of the Company.

The evaluation was carried out by way of internal assessments done based on the factors prescribed under the Policy adopted by the Company and the SEBI prescribed Guidance Note on Board Evaluation. Consequently, the Company is required to disclose the manner of formal annual evaluation.

Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on:

a. The Board has appropriate expertise and experience to meet the best interests of the Company.

b. The composition of the Board and its committees is appropriate with right combination of knowledge, skills and domain expertise to maximize performance in light of future strategy.

c. The Board has adherence to good corporate governance practices.

d. The Board meets on the regular basis and the frequency of such meetings is adequate for the Board to undertake its duties in accordance with Statutory guidelines.

e. Agenda of the meetings are circulated well before the meeting.

f. The Board is abreast with latest developments in the regulatory environment, industry and the market.

g. The minutes of the meeting are properly recorded, circulated and approved by all the Directors.

The Board evaluated the performance of the Committees on the following parameters:

a. The mandate, composition and working procedures of committees is clearly defined and disclosed.

b. The Committee fulfills its functions as assigned by the Board and applicable laws.

c. The Meeting Agenda and related background papers are concise and provide information of appropriate quality and detail.

d. The Committees are given adequate independence to discuss and to give recommendations to the Board.

e. The minutes of the meetings are clear, accurate, consistent, completely reviewed in subsequent Board meeting.

Performance Evaluation of Individual Directors

The performance evaluation of the Individual Directors were carried out by the Board and other Individual Directors without the attendance of the Director being evaluated, considering aspects such as:

a. The Directors understand governance, regulatory, financial, fiduciary and ethical requirements of the Board.

b. Director actively and successfully refreshes his/her knowledge and skills, up-to-date with the latest developments in areas such as corporate governance framework, financial reporting and industry and market conditions.

c. Independent Directors are independent from the entity and other Directors and management and there is no conflict of interest.

d. Independent Directors fulfill the Independence criteria as specified in the Companies Act, 2013 and SEBI Listing Regulations 2015 and observe their independence from the management.

Performance Evaluation of Chairman

a. Display of effective leadership qualities and skill;

b. Implementation of observations/ recommendations of Board Members;

c. Constructive relationships and communication with the Board;

d. Ability to bring convergence in case of divergent views and conflict of interest situation tabled at Board Meetings.

The evaluation brought to notice that the sharing of information with the Board, its timeliness, the drafting of agenda notes and the content thereof as well as the drafting of the minutes were found to be satisfactory. Therefore, the outcome of the performance evaluation for the period under report, was satisfactory and reflects how well the Directors, board and committees are carrying their respective activities.

The Independent Directors in their separate meeting held on 9 August 2023 without the attendance of non-independent Directors and members of management, reviewed:

a. the performance of Non-independent

Directors and the Board as a whole;

b. the performance of the Chairman

of the Company, taking into account

the views of executive Directors and non-executive Directors;

c. assess the quality, quantity and timeliness of

flow of information between the Company management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform

their duties.

After completion of internal evaluation process, the Board at its meeting held on 10 August 2023 also discussed the Performance Evaluation of the Board, its committees and individual Directors. The Performance Evaluation of the Independent Directors of the Company was done by the Board, excluding the Independent Director being evaluated. Further, the Board, excluding the Independent Director being evaluated, also carried out evaluation of fulfillment of the independence criteria as specified in the SEBI Listing Regulations by the Independent Directors of the Company and their independence from the management of the Company. The Board expressed its satisfaction with the evaluation process and results thereof.

34. CEO and CFO Certificate

CEO and CFO Certificate as prescribed under Schedule II Part B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report forming part of this Annual Report.

35. Compliance with Secretarial Standards

The Company has duly followed the applicable Secretarial Standards, relating to Meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

36. Other Disclosures

A. During the financial year 2022-23, the Company has not made any application and no such proceeding is pending under the Insolvency and Bankruptcy code, 2016.

B. There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

C. The Company has not issued shares with differential voting rights and sweat equity shares during the year under report.

37. Acknowledgement

The Board of Directors appreciates the continued co-operation and support of its loyal customers that has enabled us to make every effort to understand their unique needs and deliver maximum customer satisfaction. The Board also places on record its appreciation for our employees at all levels, for their hard work, cooperation and support in helping us as a Company face all challenges. The Company is always grateful for the efforts of its Dealers/ Distributors for reinforcing Campus presence across the country and the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders for playing a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.

1

FY23 Full year EBITDA stood at '' 2,563.29 mm as compared to '' 2,443.70 mm in FY22, demonstrating 4.89% YoY growth. FY23

---

Mar 31, 2022

The Board of Directors hereby submits the 14^th Board''s Report ("Report") of the business and operations of Campus Activewear Limited ("the Company" or "Campus") together with the Revised Audited Financial Statements (both Standalone and Consolidated), for the financial year ended 31^st March, 2022.

1. Financial Performance and Highlights

Key highlights of the financial performance of the Company for the financial year 2021-22 are provided below:

(All amounts are in H millions except otherwise stated)
Particulars	Standalone1		Consolidated1
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	11,941.81	7,112.84	11,941.81	7,112.84
Other Income	23.96	37.34	23.96	37.96
EBITDA	2,443.70	1,193.00	2,439.22	1,198.11
Depreciation and amortization expenses	530.41	322.20	531.79	327.07
Profit before tax	1,717.09	699.20	1,711.24	699.45
Less: Tax Expenses	(631.71)	(430.46)	(633.65)	(430.82)
Profit for the year (PAT)	1,085.38	268.74	1,077.59	268.63
Other comprehensive income for the year, net of tax	5.79	7.47	6.21	10.00
Total comprehensive income for the year, net of tax	1,091.17	276.21	1,083.80	278.63

*the above figures are as per the revised Financial Statements as approved by the Board of Directors in its meeting held on 23^rd September, 2022

The Revised Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2022, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. State of Company''s Affairs

Campus Activewear Limited is engaged in the business of manufacturing of footwear. During the financial year under report, the Company achieved total income of H11,965.77 million as compared to H7,150.80 million in the previous year on consolidation basis. Net profit (after tax) for the year is H1,077.59 million as compared to net profit (after tax) of H268.63 million in the previous year on consolidation basis.

FY22 Financial Highlights on consolidation basis

• FY22 sales volume registered at 19.27 million pairs as against 13.00 million pairs in FY21, thereby generating 48.15% year on year volume growth

• Revenue from operations increased by 67.89% YoY to H11,941.81 mm in FY22 despite Covid-19 related adverse impact witnessed from April - May 2021 and Jan - Feb 2022.

• FY22 Full year EBITDA stood at H2,439.22 mm as compared to H1,198.11 mm in FY21, demonstrating 103.59% YoY growth. FY22 EBITDA margin stood at 20.43% vs. 16.84% in FY21

• Net Profit during the year FY22 stood at H1,077.59 mm (PAT margin: 9.02%) as against PAT of H268.63 mm in FY21 (PAT margin: 3.78%).

Balance Sheet Highlights

• The Company''s Debtors Turnover ratio improved to 40 days in FY22 from 69 days in FY21 and Inventory turnover ratio improved to 86 days in FY22 from 96 days in FY21.

• The Company''s return ratios i.e. ROCE improved from 18.54% in FY21 to 30.47% in FY22 and similarly ROE is also improved from 8.99% in FY21 to 29.12% in FY22.

Campus Activewear achieved its highest ever revenue in

a financial year, growing by 67.89% YoY at H11,941.81 mn,

despite multiple disruptions caused by the second wave of

COVID-19, Omicron variant scare and a hike in GST rates. The Company continues to reap benefits from its strategic blend of in-house capability and backward integration enabling flexibility in design, quality control, cost control and timing to market. Campus Activewear''s design team is well-equipped to identify emerging international fashion footwear trend and customize it, thereby bringing customer delight to the Indian market. The Company has launched more than 600 styles in FY22 with different features such as shock absorption and reflects technology across different price categories. Campus Activewear''s ''Never Out Of Stock'' proposition ensures core replenishment products of the product portfolio focusing on creating a strong base of bestsellers.

3. Dividend

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Board had approved and adopted a Dividend Distribution Policy on 10^th December, 2021. The policy specifies various considerations based on which the Board may recommend or declare Dividend, Company''s dividend track record, usage of retained earnings for corporate actions, etc. The Dividend Distribution Policy is available on the Company''s website at www. campusactivewear.com.

The Board does not recommend dividend on the Equity Shares of the Company for the financial year 2021-22.

4. Reserves and Surplus/ Other Equity

During the financial year 2021-22, the Company has not transferred any amount to General Reserves. Further, the details of amount transferred to other reserves, if any, form part of the Revised Standalone and Consolidated Financial Statements provided as part of this Annual Report.

5. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not given any loans, guarantees or provided any security in connection with a loan to any Body Corporate or person as per Section 186 of the Companies Act, 2013 during the period under report.

6. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the Financial year 2021-22 as stipulated under SEBI Listing Regulations forms as an integral part of this Annual Report as covered in the head ''Management Discussion and Analysis'' ("MDA").

The MDA Report provides a consolidated perspective of economic, geographical and environmental aspects material to the Company''s strategy and its ability to create and sustain value to its key stakeholders and

includes aspects of reporting as required by Regulation 34 and Schedule V of the SEBI Listing Regulations.

7. Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

A. With the approval of shareholders, in the duly convened Extra Ordinary General Meeting held on 9^th November, 2021, an application was filed to Registrar of Companies, New Delhi and Haryana, for the conversion of the Company from Private Limited to Public Limited Company and the same was approved by the Registrar of Companies, Delhi and Haryana dated 22^nd November, 2021 and also taken on record by the Registrar of Companies. Accordingly, the status of Company was changed from Private Limited to Public Limited with effect from 22^nd November, 2021.

In the Extra Ordinary General Meeting held on 9^th November, 2021, the sub-division of 1 (one) Equity share having face value of H10/- (rupees ten) each fully paid up into 2 (two) Equity shares having face value of H5/- (rupees five) each fully paid was also approved by the shareholders.

Thereafter, the Company has made an Initial Public Offer ("hereinafter referred as IPO") of 4,79,50,000 (four crores seventy nine lakhs and fifty thousand) Equity Shares of face value of H5/- (rupees five) each of the Company, at a price of H292/- (rupees two hundred and ninety two) per equity share. IPO opened on 26^th April, 2022 and closed on 28^th April, 2022 and the Equity Shares of the Company got listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (collectively referred as "Stock Exchanges") with effect from 9^th day of May, 2022 pursuant to the IPO of the Company by way of an Offer for Sale.

Since, the Offer of Equity Shares was only by way of Offer for Sale, hence Regulation 41 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 is not applicable to the Company.

B. Pursuant to the Campus Activewear Limited Employee Stock Option Plan 2021 (Pre-IPO ESOP Plan of the Company), out of the total 8,54,028 Grants issued (Pre IPO) to the Eligible Employees under the said Plan, 2,86,338 Options were vested on the 1^st Anniversary from the date of grant and thereafter 2,86,338 equity shares of H5/- each fully paid up were issued and allotted by the Board of Directors to the employees in its meeting held on 19^th July, 2022 who exercised their rights within the Exercise period under the said Plan. The summary is as follows:

Plan	Options Granted	Options Vested	Shares Issued and Allotted
Campus Activewear Limited Employee Stock Option Plan 2021	8,54,028	2,86,338	2,86,338

The Company has received In-principle approval for the listing of the above mentioned Equity shares allotted to the employees from the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and have also received the Trading and Listing approval effective from 1^st August, 2022.

Post Allotment, the issued and paid-up Equity Share Capital of the Company was increased from H1,52,1 6,30,020/- comprising of 30,43,26,004 equity shares of H5/- each fully paid-up to H1,52,30,61,710/- comprising of 30,46,12,342 equity shares of H5/- each fully paid up.

C. The Company had filed a Scheme of Arrangement ("Scheme") under Sections 230 and 232, read with Section 66 and other applicable provisions, of the Companies Act, 2013, before the Hon''ble National Company Law Tribunal, New Delhi on 25^th March, 2021.

Pursuant to the Scheme, Campus AI Private Limited ("CAIPL"), wholly-owned Subsidiary of the Company, was proposed to be amalgamated with the Company. The Scheme was approved by the Board of Directors on 11^th November, 2020. The rationale for the proposed Scheme was to realise the benefits of greater business synergies and reduced administrative and other costs, since CAIPL and the Company are engaged in similar business services.

Hon''ble National Company Law Tribunal, New Delhi Bench in its hearing dated 11^th August, 2022, pronounced the order, approving the Scheme. The Scheme is effective from the appointed date i.e. 1^st April, 2020.

The appointed date is the date with effect from which the Scheme shall be deemed to have become operative and the entire business and undertaking of CAIPL, together with its assets, rights, benefits, interests, licenses, contracts, investments, intellectual property, liabilities, transferred employees, funds and obligations, is proposed to stand transferred to and vested in the Company. Since CAIPL is a wholly-owned subsidiary of the Company, no new shares will be issued pursuant to the Scheme.

Post approval of the Scheme, the Board of Directors in its meeting held on 23^rd September, 2022 approved

the Revised Audited (Standalone and Consolidated) Financial Statements of the Company for the Financial Year ended 31^st March, 2022, after taking into the effect of the Scheme.

8. Change in the nature of business

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2022.

9. Internal Financial Control Systems and their adequacy

The Company has an adequate system of internal financial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Internal Audit Reports are discussed in the Audit Committee meetings to review adequacy and effectiveness of the Company''s internal control environment and necessary action are taken to strengthen the control in the required areas of business operations. The process is in place to monitor the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management systems.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has adequate Internal Financial Controls system that is operating effectively as on 31^st March, 2022.

There were no instances of fraud which necessitates reporting of material misstatement to the Company''s operations.

10. Deposits

During the financial year 2021-22, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

11. Auditors

A) Statutory Auditors

The members of the Company, at their 10^th Annual General Meeting (AGM) held on 24^th September, 2018, had appointed M/s. B S R & Associates, LLP Chartered Accountants (Firm Registration No. 116231W/W-100024) as Statutory Auditors of the Company to hold office from the conclusion of 10^th AGM till the conclusion of the 15^th AGM of the Company.

The Statutory Auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India and also confirmed that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

The Reports given by the Statutory Auditors on the Revised Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2022, form part of this Annual Report. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Report. Further, the notes to accounts referred to in the Auditors'' Report are selfexplanatory. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

B) Cost Auditors

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act and Rules framed thereunder with respect to the Company''s nature of business.

C) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules made thereunder as amended from time to time. M/s. Pooja Anand & Associates, Company Secretaries (Firm Registeration Number: P2003DE054000) were re-appointed as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the financial year ended 31^st March, 2022.

The Secretarial Audit Report for the financial year ended 31^st March, 2022 as submitted by Secretarial Auditor in Form MR-3 is annexed to this Report as Annexure I.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial Auditors in their Secretarial Audit Report that requires to call for any explanation from the Directors.

Secretarial Compliance Report

Secretarial Compliance Report for the financial year ended 31^st March, 2022 on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued thereunder, was obtained from M/s Pooja Anand & Associates, Secretarial Auditors, and submitted to both the stock exchanges. There are no observations, reservations or qualifications in that report. The Secretarial Compliance Report for the financial year ended 31^st March, 2022 is available on the website of the Company at www.campusactivewear.com.

D) Internal Auditors

M/s P.C. Bindal & Co., Chartered Accountants, was appointed as the Internal Auditor of the Company for the Financial year ended 31^st March, 2022 and the report given by the Internal Auditor has been reviewed by the Audit Committee from time to time.

On the recommendation of the Audit Committee, the Board of Directors at its meeting held on 30^th May, 2022 had approved the appointment of Ernst & Young LLP (EY) as the Internal Auditor of the Company for the financial year ending 31^st March, 2023.

¦ Mr. Puneet Bhatia has resigned as the NonExecutive Director and Mr. Nirmal Kumar Minda resigned as the Non-Executive Independent Director of the Company, with effect from 11^th December 2021.

The Board of Directors places on record their appreciation for the immense contributions by all the outgoing Directors in the growth of the Company.

D. Changes in Key Managerial Personnel

During the period under review, Ms. Dimple Mirchandani resigned and ceased to be a Company Secretary of the Company from closing business hours of 25^th September, 2021 and Ms. Archana Maini was appointed as the General Counsel and Company Secretary and designated as Key Managerial Personnel of the Company with effect from 26^th September, 2021.

As on 31^st March, 2022, Mr. Hari Krishan Agarwal, Chairman and Managing Director, Mr. Nikhil Aggarwal, Whole-time Director and CEO, Mr. Raman Chawla, Chief Financial Officer and Ms. Archana Maini, General Counsel and Company Secretary, are the Key Managerial Personnel of the Company.

Further, Pursuant to the provisions of Section 152 of the Companies Act, 2013 and other applicable provisions made thereunder, Mr. Nikhil Aggarwal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. On the basis of recommendation by Nomination and Remuneration committee, the Board recommends his reappointment.

Brief details of the Director being recommended for re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Clause 1.2.5 of the Secretarial Standards on General Meetings (SS-2) have been furnished in the Notice dated 23^rd September, 2022 convening the 14^th Annual General Meeting.

(iii) Declaration by Independent Director(s)

The Independent Directors have submitted their declaration of Independence, stating that:

a. they continue to fulfill the criteria of independence as required pursuant to Section 149(6) read with Schedule IV of the Companies Act, 2013 and Regulation 16 and 25 of the SEBI Listing Regulations 2015; and

b. there has been no change in the circumstances affecting their status as Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Company''s Code of

(ii) Changes in Directors

Details of changes in the composition of Board of

Directors of the Company, during the financial year

under review, are as under:

A. Appointment

¦ Mr. Ankur Nand Thadani (DIN: 03566737) was appointed as the Non-Executive NonIndependent Director of the Company effective from 24^th September, 2021.

¦ Mrs. Madhumita Ganguli (DIN: 00676830), Mr. Nirmal Kumar Minda (DIN: 00014942) and Mr. Anil Kumar Chanana (DIN: 00466197) were appointed as the Non-executive Independent Directors of the Company for the first term of 5 (five) consecutive financial years by the shareholders of the Company effective from 24^th September, 2021.

¦ Mr. Nitin Savara (DIN: 09398370) was appointed as the Non-Executive Independent Director, for the first term of 5 (five) consecutive financial years by the shareholders of the Company effective from 17^th November, 2021.

¦ Mr. Hari Krishan Agarwal (DIN: 00172467) was appointed as the Chairman and Managing Director of the Company for a term of 3 years effective from 10^th December, 2021 till 1^st December, 2024 whose office shall not liable to retire by rotation, by the shareholders of the Company in its Extra Ordinary General meeting held on 10^th December, 2021.

¦ Mr. Nikhil Aggarwal (DIN: 01877186) was appointed as the Whole-time Director and CEO of the Company for a term of 3 years effective from 10^th December, 2021 till 1^st December, 2024 whose office shall liable to retire by rotation, by the shareholders of the Company in its Extra Ordinary General meeting held on 10^th December, 2021.

¦ Mr. Jai Kumar Garg (DIN: 07434619) was appointed as the Non-executive Independent Director of the Company, for the first term of 5 (five) consecutive financial years by the shareholders of the Company, effective from 18^th December, 2021.

B. Change in designation

The designation and category of Mr. Anil Rai Gupta

has been changed from Nominee Director to

Non-Executive Non-Independent Director of the

Company with effect from 14^th December 2021.

C. Resignation

¦ Mrs. Vinod Aggarwal has resigned and ceased to be a Director of the Company with effect from 24^th September, 2021.

Conduct. In terms of Section 150 of the Act and rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self-assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

14. Number of meetings of the Board of Directors

The Board met 12 (twelve) times during the Financial Year 2021-22. The details of which forms part of the Corporate Governance Report, forming part of this Annual Report.

The intervening gap between the two consecutive Board meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Companies Act 2013 and SEBI Listing Regulations.

15. Board Committees

The Board had constituted following Committees:-

a. Audit Committee

b. Stakeholder''s Relationship Committee

c. Nomination and Remuneration Committee (also designated as Compensation Committee)

d. Corporate Social Responsibility Committee

e. Initial Public Offer Committee

f. Risk Management Committee

g. Internal Complaints Committee

h. Finance Committee

The composition of the Committees of the Board and the details regarding meetings of the Committees constituted by the Board are set out in the Corporate Governance Report, which forms part of this Annual Report.

16. Vigil mechanism/ Whistle Blower Policy

The Company is committed to maintain an ethical workplace that facilitates the reporting of potential violations of the Company''s policies and the applicable laws. To promote the highest ethical standards, the Company encourages its employees who have concern(s) about any actual or potential violation of the legal & regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the Company has established a robust

Vigil Mechanism for Directors and Employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s Code of Conduct. The Whistle Blower Policy/Vigil Mechanism provides that the Company investigates in such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so.

The Policy also provides the mechanism for employee(s) to raise their concerns that could have grave impact on the operations, performance, value and the reputation of the Company and also provide for the direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy/ Vigil Mechanism Policy is available on the website of the Company at www.campusactivewear.com.

17. Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other employees of the Company

As per the provisions of Section 178(3) of the Companies Act, 2013, on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors had approved a Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Directors, Key Managerial Personnel and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management while making selection of the candidates. Pursuant to Section 134(3) of the Companies Act, 2013,the Nomination and Remuneration Policy of the Company is available on the website of the Company at www.campusactivewear.com.

18. Corporate Social Responsibility (CSR)

In terms of the provisions of Section 135 of the Companies Act 2013, read with Companies (Corporate Social Responsibility Policy) Rules,2014, and amendment thereof, the Board has constituted a Corporate Social Responsibility ("CSR") Committee. The composition of the CSR Committee is provided in the Corporate Governance Report, which forms part of this Annual Report. The Company discharges its Corporate Social Responsibility obligations through publicly registered Implementing Agencies towards supporting projects as prescribed under Schedule VII of the Companies Act, 2013, in line with the Corporate Social Responsibility Policy of the Company.

The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the

Company at www.rampnsartivewear.rom Further, the Annual Report on CSR activities, for the Financial Year 202122, in the prescribed format, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed as Annexure-II to this Report.

19. Particulars of Contracts or Arrangements with Related Parties as per Section 188 of the Companies Act, 2013

All the transactions entered into with related parties as defined under the Companies Act, 2013 and SEBI Listing Regulations 2015 during the financial year ended 31^st March, 2022 were in the ordinary course of business and on arm''s length basis. As per the provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder read with Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had obtained the necessary prior approvals of the Audit Committee for all the related party transactions. Further, there were no Material Related Party Transactions with Promoters, Directors or Key Management Personnel during the year under review.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, they synchronize and synergise with the Company''s operations. The Related Party Transactions are available in Note No. 39 of the Revised Standalone Financial Statements for the financial year ended 31^st March, 2022.

The Company has framed a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions in accordance with SEBI Listing Regulations 2015 and Companies Act, 2013 as amended from time to time. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and related parties. The policy is available on the website of the Company at www.campusactivewear.com and the Details of Related Party Transactions are annexed as per Form AOC-2 in Annexure-III to this report.

20. Share Capital

Authorized Share Capital

During the FY 2021-22, pursuant to the approval granted by the members of the Company in its Extra-Ordinary General Meeting ("EGM") held on 9^th November, 2021, 1 (one) equity share of the Company with a face value of H10/- (rupees ten) each was subdivided into 2 (two) Equity Shares having face value of H5/- (rupees five) each. Pursuant to the corporate action initiated by the Company in this regard, the sub-division of equity shares was effective from 23^rd November, 2021.

The Authorised Share Capital of the Company, as on 31^st March, 2022 was H4,537,000,000/- divided into 907,400,000 equity shares having face value of H5/- each after taking into effect the Order passed by the Hon''ble NCLT on 11^th August, 2022 approving the Scheme of Arrangement.

Issued, Subscribed, Paid-up Share Capital

The issued and paid-up share Capital of the Company as on 31^st March, 2022 was H1,521,630,020/- divided into 304,326,004 Equity shares having face value of H5/- each fully paid-up.

Further, the Board of Directors in its meeting held on 19^th July, 2022, has allotted 2,86,338 equity shares under the Campus Activewear Limited Employee Stock Option Plan 2021 to the eligible employees of the Company and therefore post allotment the issued and paid-up equity share capital of the Company was increased from H1,521,630,020/- divided into 304,326,004 equity shares having face value of H5/- each fully paid-up to H1,52,30,61,710/- divided into 30,46,12,342 equity shares having face value of H5/- each fully paid up.

21. Credit Rating

The Company has not issued any debt instruments or non-convertible securities. However, in May, 2021, it has received Long Term Issuer Ratings of ''IND A '' from India Ratings and Research with a Stable outlook. In July, 2022, India Ratings and Research has revised Company''s Outlook to Positive from Stable while affirming the LongTerm Issuer Rating at ''IND A .

Whereas in May, 2021 CRISIL rating on the Long-Term Bank Facilities of the Company was CRISIL A with Positive outlook, which was upgraded in July, 2022, on the Long Term Bank Facilities to ''CRISIL A '' and Stable outlook and reaffirmed the ''CRISIL A1'' rating on the short-term facility. The credit ratings information is available on the website of the Company at www.campusactivewear.com.

22. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

In compliance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, a statement containing information on Conservation of Energy, Research and Development, Technology Absorption, foreign exchange earnings and outgo of the Company, in the prescribed format is annexed as Annexure-IV.

23. Annual Return

The Annual Return of the Company as on 31^st March, 2022 in Form MGT-7 in accordance with Section 92(3) and Section 134(3)(9) of the Companies Act, 2013 as amended

from time to time and the Companies (Management and Administration Rules) 2014, is available at the website of the Company and can be accessed at https://www. campusactivewear.com/sites/default/files/2022-10/ MGT-7%?0FINAI%?0WEBSITE.pdf.

24. Significant/material orders passed by the regulators

During the year under report, the Company has not received any significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future except the Order passed by Hon''ble National Company I aw Tribunal approving the Scheme of Arrangement. The details regarding the said order are mentioned under the head of ''Material changes occurred after the closure of the Financial year till the date of this Report'' of this Report.

25. Particulars of remuneration of Directors/ KMP/Employees

The information required to be disclosed in the Director''s Report pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure-V to this Report.

26. Corporate Governance Report

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite Certificate from M/s. Pooja Anand and Associates, Company Secretaries confirming compliance of conditions of Corporate Governance is also annexed to the Corporate Governance Report.

27. Directors'' Responsibility Statement

Pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had 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 and loss of the Company for that period;

c. the Directors had 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 fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. 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.

28. Risk Management Framework

Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the Company has formulated and adopted the Risk Management Framework. A robust risk management framework is framed to anticipate, identify, measure, manage, mitigate, monitor and report the risk and uncertainties that may have an impact to achieve the business objective of the Company. The Company recognizes these risks which need to be managed and mitigated to protect the interest of the stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. The Company believes that managing risks helps in maximizing returns.

An extensive program of internal audits and regular reviews by the Audit Committee is carried out to ensure compliance with the best practices.

29. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment.

The Company has in place robust policy on prevention, prohibition and redressal of complaints relating to sexual harassment at workplace which is applicable to the Company as per the provisions of Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013 (''POSH Act''). The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under report, the Company has not received any complaint pertaining to sexual harassment.

30. Subsidiaries/Associates/Joint ventures companies

A. Name of the Companies and Details of their contribution to the overall performance of the Company

The Company had approved and filed a Scheme of Arrangement between Campus AI Private Limited ("Transferor Company") and Campus Activewear Private Limited ("Transferee Company/Company") and their respective shareholders and creditors, under Sections 230 and 232, read with Section 66 and other applicable provisions of the Companies Act, 2013, before the Hon''ble National Company Law Tribunal (NCLT), New Delhi on 25^th March, 2021. Post conversion of the Company from Private Limited to Public Limited Company, the same was intimated to the Hon''ble National Company Law Tribunal (NCLT), New Delhi.

Thereafter, Hon''ble National Company Law Tribunal, New Delhi Bench ("NCLT") in its hearing dated 11^th August 2022, pronounced the order, approving the Scheme of Arrangement and the same was uploaded on 16^th August, 2022 on the website of NCLT.

The Scheme is effective from the appointed Date i.e. 1^st April, 2020. Post Approval of the aforementioned Order, Campus AI Private Limited is amalgamated with the Company effective from 1^st April, 2020.

Therefore, there is no Subsidiary or Associate or Joint Venture Company of the Company as on 31^st March, 2022.

B. Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year

During the financial year 2021-22, M G Udyog Private Limited ceased to be the subsidiary of the Company effective from 24^th September, 2021.

31. Consolidated Financial Statement

The Revised Consolidated Financial Statements of the Company & its subsidiary companies, for the year ended 31^st March, 2022, prepared in accordance with Accounting Standard (IND AS-110) "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of this Annual Report.

Since as on 31^st March, 2022, the Company had no subsidiary, Associate on Joint Venture Company there is no requirement of statement in Form AOC-I as per Section 129 of the Companies Act, 2013.

32. Formal Annual Evaluation of the Performance of the Board, its Committees and of Individual Directors

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") contain provisions for the evaluation of the performance of:

(i) the Board as a whole,

(ii) the individual Directors (including independent Directors and Chairperson) and

(iii) various Committees of the Board.

The Board of Directors have carried out an Annual Evaluation of its own performance, Board Committees and Individual Directors pursuant to requirements of the provisions of Section 178 of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve common business goals of the Company. Similarly, the key objectives of conducting performance evaluation of the Directors through individual assessment and peer assessment were to ascertain if the Directors actively participate in the Board / Committee Meetings and contribute to achieve the common business goals of the Company.

The evaluation was carried out by way of internal assessments done based on the factors prescribed under the Policy adopted by the Company and the SEBI prescribed Guidance Note on Board Evaluation. Consequently, the Company is required to disclose the manner of formal annual evaluation.

Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on:

a) The Board has appropriate expertise and experience to meet the best interests of the Company.

b) The composition of the Board and its committees is appropriate with right combination of knowledge, skills and domain expertise to maximize performance in light of future strategy.

c) The Board has adherence to good corporate governance practices.

c) Constructive relationships and communication with the Board;

d) Ability to bring convergence in case of divergent views and conflict of interest situation tabled at Board Meetings;

The evaluation brought to notice that the sharing of information with the Board, its timeliness, the drafting of agenda notes and the content thereof as well as the drafting of the minutes were found to be satisfactory. Therefore, the outcome of the performance evaluation for the period under report, was satisfactory and reflects how well the Directors, Board and committees are carrying their respective activities.

The Independent Directors in its separate meeting held on 10^th August, 2022 without the attendance of nonIndependent Directors and members of management, reviewed -

(a) the performance of Non-independent Directors and the Board of Directors as a whole;

(b) the performance of the Chairperson of the Company, taking into account the views of executive Directors and non-executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

After completion of internal evaluation process, the Board at its meeting held on 12^th August, 2022 also discussed the Performance Evaluation of the Board, its committees and individual Directors. The Performance Evaluation of the Independent Directors of the Company was done by the Board, excluding the Independent Director being evaluated. Further, the Board, excluding the Independent Director being evaluated, also carried out evaluation of fulfillment of the independence criteria as specified in the SEBI Listing Regulations by the Independent Directors of the Company and their independence from the management of the Company. The Board expressed its satisfaction with the evaluation process and results thereof.

33. Employee''s Stock Option Plan

During the period under review, the Company had in place 4 (four) Employee Benefit Plans (Pre-IPO Schemes/ ESOP Schemes), namely, Campus Activewear Limited Employee Stock Option Plan 2018 (ESOP 2018), Campus Activewear Limited Employee Stock Option Plan 2021 (ESOP 2021), Campus Activewear Limited Employee Stock Option Plan 2021 - Special Grant (Special Grant 2021) and Campus Activewear Limited Employee Stock Option Plan 2021 - Vision Pool (Vision Pool 2021).

The Company with the objective to promote the culture of employee ownership and as well as to attract, retain,

d) The Board meets on the regular basis and the frequency of such meetings is adequate for the Board to undertake its duties in accordance with Statutory guidelines.

e) Agenda of the meetings are circulated well before the meeting.

f) The Board is abreast with latest developments in the regulatory environment, industry and the market.

g) The minutes of the meeting are properly recorded, circulated and approved by all the Directors.

The Board evaluated the performance of the Committees on the following parameters:

a) The mandate, composition and working procedures of committees is clearly defined and disclosed.

b) The Committee fulfills its functions as assigned by the Board and applicable laws.

c) The Meeting Agenda and related background papers are concise and provide information of appropriate quality and detail.

d) The Committees are given adequate independence to discuss and to give recommendations to the Board.

e) The minutes of the meetings are clear, accurate, consistent, completely reviewed in subsequent Board meeting.

Performance Evaluation of Individual Directors

The performance evaluation of the Individual Directors were carried out by the Board and other Individual Directors without the attendance of the Director being evaluated, considering aspects such as:

a) The Directors understand governance, regulatory, financial, fiduciary and ethical requirements of the Board.

b) Director actively and successfully refreshes his/ her knowledge and skills, up-to-date with the latest developments in areas such as corporate governance framework, financial reporting and industry and market conditions.

c) Independent Directors are independent from the entity and other Directors and management and there is no conflict of interest.

d) Independent Directors fulfill the Independence criteria as specified in the Companies Act, 2013 and SEBI Listing Regulations 2015 and observe their independence from the management.

Performance Evaluation of Chairman

a) Display of effective leadership qualities and skill;

b) Implementation of observations/ recommendations of Board Members;

motivate and incentivize senior and critical talents, formulated Employee Benefit Plans for the employees and Directors of the Company and its subsidiary Company. The Company views Employee Stock Options as long term incentive tools that would enable the employees not only to become co-owners, but also to create wealth out of such ownership in future.

During the period under report, the Board has approved the amendments made to the ESOP Plan 2021 in its meeting held on 24^th September, 2021 and by the shareholders in its Annual General Meeting held on 24^th September, 2021 pertaining to the acceleration of the Unvested Options granted to the employees under ESOP 2021. The Shareholders had approved in their Extra Ordinary General meeting held on 18^th December 2021 introduction of the ESOP Schemes namely Special Grant 2021 and Vision Pool 2021 for the benefit of the employees of the Company and its subsidiary Company.

The Equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited effective from 9^th May, 2022. The Board has approved the changes which were required as per regulatory requirements under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 in ESOP Plan 2021, Special Grant 2021 and Vision Pool 2021.

The Board of Directors, on the recommendations of the Nomination and Remuneration Committee has approved the Variation in terms of the Vision Pool 2021, which is in the best interests of the employees. The matter has been placed in the Notice convening the 14^th AGM of the Company for the approval of the shareholders by way of special resolution, as per Regulation 6 and 7 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

As per Regulation 12 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company has also placed the matter for the Ratification of the aforementioned Pre-IPO Schemes, for the approval of the shareholders of the Company in the Notice dated 23^rd September, 2022 of the forthcoming 14^th AGM. The Pre-IPO Schemes are in conformity with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Certificate from M/s. Pooja Anand and Associates, Company Secretaries, Secretarial Auditors of the Company certifying that the Pre-IPO ESOP Schemes of the Company are being implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Resolutions passed by the shareholders of the Company, will be available electronically for inspection by the members during the AGM.

The Disclosures pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, in respect of Pre-IPO ESOP Schemes as at 31^st March, 2022, is available on the website of the Company and can be accessed at https://www.campusactivewear.com/sites/default/ files/7077-10/ESOP%70Disclosure 1.pdf.

34. CEO and CFO Certificate

CEO and CFO Certificate as prescribed under Schedule II Part B of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report forming part of this Annual Report.

35. Compliance with Secretarial Standards

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

36. Other Disclosures

A. During the financial year 2021-22, the Company has not made any application and no such proceeding is pending under the Insolvency and Bankruptcy code, 2016.

B. There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

C. The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

37. Acknowledgement

The Board of Directors acknowledges the continued cooperation, assistance and support that the Company has received from various Government Departments, Banks/ Financial Institutions and Shareholders. The Board also places on record its appreciation for the sincere services rendered by employees of the Company at all levels and the support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Campus Activewear Limited (Formerly known as Campus Activewear Private Limited)

Hari Krishan Agarwal

Chairman and Managing Director DIN:00172467

Date: 23^rd September, 2022 Place: New Delhi

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FY22 aggregate ASP stood at H620 per pair versus H547 per pair in FY21, thereby resulting in 13.33% YoY ASP growth