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Campus Activewear Ltd Directors Report

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Jul 15, 2024|03:32:31 PM

Campus Activewear Ltd Share Price directors Report

To

The Members

Campus Activewear Limited

(Formerly known as Campus Activewear Private Limited)

The Board of Directors ("Board") has pleasure in presenting 15th 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 Companys financial performance for the year under report along with previous years figures are hereunder: (All amounts are in INR Millions except otherwise stated)

Particulars 2022-23 2021-22*
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 accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of amended from time to time.

2. State of Companys Affairs

Campus Activewear Limited is engaged in the business of manufacturing of footwear. During the financial yearunder 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.

FY23 Full year EBITDA stood at 2,563.29 in mm as compared to 2,443.70 mm in FY22, demonstrating 4.89% YoY growth. 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 Companys 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 Companys 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 financialyear 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 design, quality control, cost control and timing to market. Campus Activewears 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 Activewears ‘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, Companys dividend track record, usage of retained earnings for corporate actions, etc. The Dividend Distribution Policy is available on the Companys 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 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 Companys 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 Honble 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 on the 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 16 June 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 16 June 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
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 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 businessoperations.There from the M/s. B S R and were no instances of fraud which necessitates reporting of material misstatement to the Companys 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 10th 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 10th Annual General Meeting (AGM) till the conclusion of the 15th 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 15th 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 20th Annual General Meeting of the Company to be held in the year 2028. The Company has received the Consent and Eligibility Certificate 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 Companys 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, 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 reservations or 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 Non-Independent Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting and being eligible, offers 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 15th 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 Companys 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 himself for During the period under report, the Board had following Committees: a. Audit Committee; b. Stakeholders 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 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 ethical workplace that facilitates the reporting of potential violations of the Companys 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 Companys 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) 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 independence etc.

of the 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 an 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 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 of the 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 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%20POLICY.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 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 arms 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 Limiteds (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 (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.CSREmployees 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

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 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 Companys 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 Honble 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 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, mitigating the Companys various read with the SEBI Master Circular dated 11 July 2023, your Company is pleased to publish its 1st Business Responsibility and Sustainability Report (BRSR) for the year 2022-23, 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 Directorshadtakenproperandsufficient 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 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 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 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 under CEO and CFO Certificate 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 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 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.

For and on Behalf of the Board
For Campus Activewear Limited
(Formerly known as Campus Activewear Private Limited)
Sd/-
Hari Krishan Agarwal
Date: 10 August 2023 Chairman and Managing Director
Place: Gurugram DIN: 00172467

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