About Campus Activewear Ltd

Campus Activewear Limited was originally incorporated as Action Renewable Energy Private Limited' pursuant to a Certificate of Incorporation dated September 24, 2008, issued by the Registrar of Companies, Delhi and Haryana at New Delhi (RoC). Thereafter, pursuant to a Resolution passed by the Shareholders in the Extra-Ordinary General Meeting held on November 27, 2015, name of the Company was changed to Campus Activewear Private Limited', and consequently, a fresh Certificate of Incorporation dated December 2, 2015, was issued by the RoC to the Company. The Company was converted from a Private Limited Company to a Public Limited Company, pursuant to a Resolution passed by Shareholders in the Extra-Ordinary General Meeting held on November 9, 2021, and consequently, the name of Company got changed to Campus Activewear Limited', and a fresh Certificate of Incorporation dated November 22, 2021 was issued to the Company by RoC. The Company is primarily engaged in the manufacturing, distribution and sales of sports and athleisure footwear products through retail and wholesale network. The Company offer multiple choices across styles, color palettes, price points and an attractive product value proposition. It also offer a wide range of style, color, size and functionality options for men, women, kids and children. The Company has over 425 distributors directly servicing and fulfilling orders of over 18,200 geographically mapped retailers at a pan-India level. 'CAMPUS' is the largest sports and athleisure footwear brand in India in terms of value and volume in Fiscal 2021. The Company introduced the exclusive brand CAMPUS' in 2005 as a lifestyle-oriented sports and athleisure brand that offers a diverse product portfolio for the entire family. The brand CAMPUS' stands for high quality product offerings. The brand offers multiple choices across styles, color palettes, price points and an attractive product value proposition. The Company thoughtfully curated its value chain encompassing shoe upper and sole manufacturing and shoe assembly. Apart from this, the Company set up additional footwear assembly lines at the manufacturing facilities in Dehradun, Uttarakhand and Baddi, Himachal Pradesh. This has allowed greater control over the manufacturing process, product quality, manage costs and improve time to market for product launches. Campus has the backing of two marquee investors, TPG Growth III SF Pte. Ltd. and QRG Enterprises Limited. It provide consumers an omnichannel experience' that enables brand discovery and products sales and marketing through physical locations and varied online channels. The omnichannel experience' involves a confluence of multiple retail channels covering physical locations and online channels to provide consumers a seamless experience. The consumers are able to visit any channel to experience the brand and products, make selections and comparisons and purchase the product through their most preferred channel. The integration of physical and online channels is integral to Company's ability to remain connected with consumers through all touch points in the consumers' journey. By means of omnichannel approach, the Company is able to offer a holistic experience to consumer throughout the purchase cycle. Omnichannel experience is media agnostic, involving, either or both, offline and online interactions, resulting in seamless product discovery, evaluation, purchase and post purchase experience. The omnichannel experience' involves a strong interplay of trade distribution channel and D2C channel. Its D2C channel has extensively complemented trade distribution channel towards extending pan-India reach. The omnichannel experience, coupled with D2C channel scale-up, helped the Company unlock new consumer bases while accelerating portfolio premiumization. ' Campus partnered with Flipkart in Fiscal 2019 to bolster sales during Flipkart's annual flagship event, the Big Billion Day. The Company highlighted the brand as being aspirational, accessible and affordable fashion. The Company launched an integrated marketing campaign combining various online and offline means of targeting consumers. The Company had (i) concurrent 'go-live' at over 400 high traffic out of home billboards across over 20 cities in India; (ii) TV campaigns for reach and frequency; and (iii) social media influencers', online advertisements on websites and social media sites. This campaign allowed to (i) identify relevant sales touch points and location mapping, (ii) better understand the consumer journey and their preferences, and (iii) identify key consumer touch-points. A majority of Company's annual designs are conceptualized and commercialized under these two flagship seasonal launches. The Company launched two collections each year, namely, (i) spring-summer by February/March; and (ii) autumn-winter by August/ September. The Company has a dedicated quality control 160 team consisting of 71 employees, that performs various quality inspection and testing procedures, including regular visits and onsite consignment audits at various empaneled fabricators and sole vendors. 100% of the shoe assembly operation is in-house to ensure that every pair has undergone the requisite quality checks before dispatch. In addition to in-house manufacturing capacity, Campus has created a large fabricator and sole ancillary supplier network in India.. It curate and launch innovative concepts such as special drops, exclusive collaborations and channel partner exclusive merchandise. For instance, the Company has curated Campus Globalgiri and Campus Crazies as annual flagship design launches to coincide with the Indian festive period during the October to December quarter. These are a part of special drops and limited-edition product design initiatives. In 2005-06, the Company launched CAMPUS' brand. In 2017, Campus acquired business of Nikhil International pursuant to a Business Succession Agreement dated March 22, 2017. In 2018, the Company opened 16 exclusive retail stores in first year. Apart from this, it ventured into e-commerce business with leading market places and incubated direct to consumer (D2C) distribution channel. In 2020, the Company launched 3000+ MRP Shoes. In 2020-21, Campus AI Private Limited, wholly owned subsidiary of the Company was amalgamated with the Company effective from 1 April 2020, the Appointed Date. The Equity Shares of the Company got listed on BSE Limited and National Stock Exchange of India Limited effective from 9 May 2022.

Campus Activewear Ltd Chairman Speech

Namaskar,

The journey of Campus that began in the financial year 2005-06 (FY 06) has crossed many grand milestones to become India's most preferred footwear brand. From a very modest beginning, we have created India's fastest growing sports and at leisure footwear brand, and I must convey my deepest appreciation to each and every member of the Campus family, who have made this possible.

Even when we were a very small player in the industry, we had successfully instilled the culture of innovation in terms of product design, distribution, marketing and branding. We wanted to think afresh, try bold new ideas and grab more eyeballs, especially from the young generation of India.

In FY 20 and FY 21 we undertook two strategically important backward integration initiatives. The Upper manufacturing facility at Haridwar and Sole manufacturing facility at Ganaur proved to be very important steps in our growth journey. We also ramped up our capabilities in product innovation and design to launch premium products at higher price points. We hired the best talent and provided them relevant training. These time-critical investments and strategies that we made came to fruition in FY 22.

Our performance in FY 22 reflects the resilience of our business model and its inherent flexibility to scale up rapidly and gain market share.

This was further vindicated by the encouraging response that we received when Campus Activewear was listed.

On behalf of the Board, and all other members of the management, I convey my gratitude to all our investors and shareholders for keeping their faith in our vision. It is the culmination of years of hard work and dedication. Our internal strengths curated over the years across product design, supply chain and distribution are difficult to replicate. This is primarily the reason that we are quickly gaining market share.

To offer you a proper perspective, between FY 19 and FY 22, we have over 2,100 active styles and launched over 2,500 new designs supported by an integrated manufacturing ecosystem, strong brand recognition, consumer-oriented marketing strategy and a robust omni channel platform.

The world has entered the era where data is considered to be the lifeline of all business decisions. At Campus, we remain cognisant of evolving consumer demands, latest fashion trends and price movements across categories by continuous monitoring of sales and customer data. In addition, the digitisation of sales process has enabled faster speed to market, better merchandising, and greater efficiency in design, manufacturing and sale.

All our processes from product conceptualisation to product launch is typically managed within 120-180 days. Our strategic blend of in-house capacity and backward integration is enabling flexibility in design, quality control, cost optimisation and timing to market. Our approach is to think fast and act smart to remain ahead of the curve and strengthen the reputation of our product brands.

Way forward

With mobility restrictions lifted across India, reopening of schools, colleges, other educational institutions and offices and normalcy in social interactions, the demand scenario is improving gradually. Besides, India's per capita footwear consumption is also lower as compared to that of USA, UK, Japan, Germany, Brazil and China, which provides our sector a huge long- term headroom for growth.

Campus Activewear's market share is now over 17% in the branded S&A footwear sector, and we are committed to retain and grow our market share, revenue and margins aggressively. In addition, we are also foraying into casual footwear segment.

We have lined up an appropriate capex plan of H 1,000-1,500 million for the next 12-18 months to support our growth ambition. Over the last five years, we have sustained our position in the market and have reported a revenue growth CAGR of 24%. We will continue to strengthen that further. Our ROCE for FY 22 was approximately 30%, which ranks among the best in the industry, which will improve further as we move on to the next course of our journey.

With the encouragement and support of all our customers, employees, business partners, investors, shareholders and the larger stakeholder fraternity, we are confident of amplifying value for a young nation on the move.

To

The Members

Campus Activewear Limited

(Formerly known as Campus Activewear Private Limited)

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 Rs Millions except otherwise stated)

*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

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

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.

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 self- explanatory. 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.

(i) Composition

As on 31^st March, 2022, 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 Board of Directors as on 31^st March, 2022 are as follows:

(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 Non- Independent 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.

- Mr. Puneet Bhatia has resigned as the Non- Executive 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 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 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 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.campusactivewear.com Further, the Annual Report on CSR activities, for the Financial Year 2021- 22, 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.

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 sub- divided 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 Long- Term 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.

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.

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 its separate meeting held on 10^th August, 2022 without the attendance of non- Independent 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, 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%70Disclosure1.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 co- operation, 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.