Campus Activewear Ltd Directors Report

To

The Members

Campus Activewear Limited

(Formerly known as Campus Activewear Private Limited)

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 Rs 1,452.83 Crores as compared to Rs 1,487.00 Crores in the previous year. Net profit (after tax) for the year is Rs 89.44 Crores as compared to net profit (after tax) of Rs 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 Rs 652 per pair versus Rs 631 per pair in FY23, thereby resulting in 3.4% YoY ASP growth.

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

• FY24 Full year EBITDA stood at Rs 215.34 Crores as compared to Rs 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 Rs 89.44 Crores (PAT margin: 6.18%) as against PAT of Rs 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 Rs 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.	Allotment Date	ESOP Scheme	Number of
No.			Shares Allotted
1	April 24, 2023	Campus Activewear Limited Employees Stock Option Plan Special Grant 2021	120,050
2	June 16, 2023	Campus Activewear Limited Employees Stock Option Plan Vision Pool 2021	111,677
3	June 23, 2023	Campus Activewear Limited Employees Stock Option Plan Special Grant 2021	67,344
4	July 25, 2023	Campus Activewear Limited Employees Stock Option Plan 2021	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 Employees Stock Option Plan Special Grant 2021	20,201
7	October 20, 2023	Campus Activewear Limited Employees Stock Option Plan 2021	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 Rs 4,537,000,000/- divided into 907,400,000 equity shares having face value of Rs 5/- each.

Issued, Subscribed, Paid-up Share Capital

The issued and paid-up share Capital of the Company as on March 31, 2024 was Rs 1,526,278,855/- divided into 305,255,771 Equity shares having face value of Rs 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	Rs 1,526,524,845/- comprising of 305,304,969 equity shares of Rs 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 Bhartis 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/ f iles/2024-04/Corporate%20Social%20 Responsibility%20policy.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 hadinplace4(four)EmployeeBenefitPlans(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 Rs 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 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 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/ POD2/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.

Theevaluationbroughttonoticethatthesharing 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