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

1. FINANCIAL SUMMARY OR HIGHLIGHTS

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

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

2. STATE OF COMPANY'S AFFAIRS

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

FY25 Financial Highlights

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

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

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

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

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

Balance Sheet Highlights

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

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

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

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

3. RESERVES AND SURPLUS/OTHER
EQUITY

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

4. DIVIDENDS

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

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

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

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

6. LISTING OF SHARES

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

7. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

8. DETAILS OF SUBSIDIARIES/ASSOCIATES/
JOINT VENTURES COMPANIES

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

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

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

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

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

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

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

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:

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

10. CHANGE IN THE NATURE OF BUSINESS

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

11. SHARE CAPITAL
Authorized Share Capital

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

Issued, Subscribed, Paid-up Share Capital

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

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

12. INTERNAL FINANCIAL CONTROL
SYSTEMS AND THEIR ADEQUACY

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

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

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

13. DEPOSITS

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

14. AUDITORS

A) Statutory Auditors

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

Statutory Auditors’ Report

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

Details in respect of frauds reported by
auditors

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

B) Cost Auditors

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

C) Secretarial Auditors

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

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

Annual Secretarial Audit Report

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

Annual Secretarial Compliance Report

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

D) Internal Auditors

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

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

15. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Composition

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

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

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

(ii) Changes in Directors

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

(iii) Changes in Key Managerial Personnel

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

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

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

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

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

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

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

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

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

16. NUMBER OF MEETINGS OF THE
BOARD OF DIRECTORS

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

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

17. BOARD COMMITTEES

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

a. Audit Committee

b. Stakeholder’s Relationship Committee

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

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. Internal Complaints Committee

g. Finance Committee

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

18. VIGIL MECHANISM/WHISTLE
BLOWER POLICY

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

During the financial year, the Company has
implemented an amendment to its Whistle Blower
Policy to further strengthen its commitment by
adding new members in the recipients of email id
mvvoice@campusshoes.com.

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

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

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

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

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

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

20. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

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

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

1. Olympic and Paralympic Sports: OGQ is a

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

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

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

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

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

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

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

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

22. CREDIT RATING

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

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

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

24. ANNUAL RETURN

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

25. EMPLOYEE'S STOCK OPTION PLAN

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

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

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

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

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

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

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

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

the going concern status of the Company and
its operations.

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

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

28. CORPORATE GOVERNANCE

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

29. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

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

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

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

30. DIRECTORS' RESPONSIBILITY
STATEMENT

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

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

b. the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year and of the profit and loss of the
Company for that period;

c. the Directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

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

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

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

31. RISK MANAGEMENT FRAMEWORK

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

34. CEO AND CFO CERTIFICATE

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

35. COMPLIANCE WITH SECRETARIAL
STANDARDS

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

36. COMPLIANCE WITH MATERNITY
BENEFIT ACT 1961

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

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

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

38. OTHER DISCLOSURES

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

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

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

39. ACKNOWLEDGEMENT

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

For and on Behalf of the Board
For Campus Activewear Limited

Hari Krishan Agarwal

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

Place: Gurugram DIN:00172467