DIRECTORS' REPORT

The Board of Directors hereby presents this Integrated 18^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 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

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

The Financial Statements of the Company for the financial year
ended 31^st March 2026, 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 of manufacturing of
footwear & apparel. During the financial year under report, the
Company achieved a total income of Rs. 1796.96 Cr as compared
to Rs. 1607.65 Cr in the previous year. Net profit (after tax) for
the year is Rs. 150.09 Cr as compared to net profit (after tax) of
Rs. 121.18Cr in the previous year.

FY26 Financial Highlights

• FY26 sales volume registered at 2.59 Cr pairs as against
2.49Cr pairs in FY25 with a growth of 4.2% vs PY.

• FY26 aggregate ASP stood at Rs. 683 per pair vs Rs. 639
per pair in FY25, registering an increase of 6.9% vs PY.

• Revenue from operations increased by 11.4% YoY to
Rs. 1774.1Cr in FY26.

• FY26 full year EBITDA stood at Rs. 314.73Cr as compared
to Rs. 258.22Cr in FY25, demonstrating strong growth of
21.88% YoY. FY26 EBITDA margin stood at 17.5% vs. 16.07%
in FY25.

• Net Profit during the year FY26 stood at Rs. 150.09Cr (PAT
margin: 8.35%) as against PAT of Rs. 121.18Cr in FY25 (PAT
margin: 7.54%).

Balance Sheet Highlights

• The Company's Days of Sales outstanding (DSO) and Days
of Inventory outstanding (DIO) for FY'26 is at 34 days
(FY25- 36 days) and 86 days (FY25 - 90 days) respectively.

• The Company's return ratios i.e. ROCE and ROE for
FY'26 is 22.33% (FY25 21.98%) and 18.05% (FY25 17.21%)
respectively.

• Your Company recorded a revenue (operations) of Rs.
1,774.12 crore during the financial year 2025-26. The
Company continues to benefit from its strategic model of
in-house capabilities supported by backward integration,
enabling greater agility in product development, superior
quality control, cost efficiencies, and faster response to
evolving market demands. Backed by a strong design
team, the Company remains adept at identifying emerging
global footwear trends and translating them into products
that resonate with the evolving preferences of Indian
consumers.

Building on this foundation, the Company continued to
strengthen its position as a contemporary, youth-centric
lifestyle brand through a combination of culturally relevant
brand campaigns and innovation-led product launches.
The "You Go Girl" campaign featuring brand ambassador
Kriti Sanon celebrated confidence, individuality, and self¬
expression, reinforcing the brand's connect with young
consumers. Complementing this, the launch of Elan by
Campus, the Company's neo-casual footwear collection,
with actor Jim Sarbh as the face of the campaign, reflected
the changing lifestyle needs of today's consumers while
expanding the Company's presence in the fast-growing
neo-casual segment.

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 at the rate of
30% on the Face Value of the Equity Shares i.e. Rs.
1.50 (One Rupee Fifty Paise Only) per equity share of
the face value of Rs. 5 (Rupees Five Only) each fully
paid up for the financial year ended 31^st March 2026,
subject to the approval of the Members at the ensuing
18^th Annual General Meeting ("AGM”) of the Company. The
record date for the said payout shall be 31^st July 2026.

The final dividend recommended for the financial year ended
31^st March 2026 is in accordance with the Dividend Distribution
Policy of the Company. The said Policy is available on the
website of the Company and can be accessed at: https://www.
campusactivewear.com/sites/default/files/2023-08/Dividend
Distribution Policy%20CAMPUS.pdf.

Pursuant to the Finance Act, 2020 read with the Income Tax
Act, 1961 the dividend paid or distributed by a Company shall
be taxable in the hands of the shareholders w.e.f April 1,
2020. Accordingly, in compliance with the said provisions your
Company shall make the payment of dividend after necessary
deduction of tax at source at the prescribed rates. For the
prescribed rates for various categories, the shareholders are
requested to refer to the Finance Act, 2020 and amendments
thereof.

Unpaid/Unclaimed Dividend

Pursuant to the provisions of Sections 124 and 125 of the
Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, unpaid or unclaimed dividend remaining
unclaimed for a period of seven consecutive years from the
date of transfer to the Unpaid Dividend Account is required to
be transferred to the Investor Education and Protection Fund
("IEPF") along with the corresponding equity shares. As on the
date of this Report, no amount of unpaid/unclaimed dividend
and no corresponding equity shares were due for transfer to
the IEPF.

Further, as on 31^st March 2026, an amount as mentioned below,
pertaining to unpaid/unclaimed dividend, was lying in the
Unpaid Dividend Account of the Company:

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 2026-27 has been paid to both
the Stock Exchanges within the prescribed timelines.

7. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for the
financial year 2025-26, prepared in accordance with the
requirements of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms an integral part of
this Annual Report under the section titled "Management
Discussion and Analysis” ("MD&A”).

The MD&A provides a comprehensive overview of the economic,
geographical, and environmental factors that are material to the
Company's strategy and its capacity to create and sustain long¬
term value for its stakeholders. It also incorporates disclosures
and reporting requirements as prescribed under Regulation 34
read with Schedule V of the SEBI Listing Regulations, 2015.

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 and as on date, the Company
did not have any subsidiary, associate or joint venture company.

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

During the period under report, no Companies have become
or ceased to be the Subsidiaries, Joint Ventures or Associate
Companies of the 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 the financial statements relate and the
date of this Report.

Further, in terms of the Employee Stock Option 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 Option Plan of the Company:

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 2026.

11. SHARE CAPITAL
Authorized Share Capital

The Authorized Share Capital of the Company, as on 31^st March 2026 was Rs. 4,53,70,00,000/- divided into 90,74,00,000 equity shares
having face value of Rs. 5/- each.

Issued, Subscribed, Paid-up Share Capital

The issued and paid-up share capital of the Company as on 31^st March 2026 was Rs. 1,52,79,66,025/- divided into 30,55,93,205 Equity
shares having face value of Rs. 5/- each fully paid-up.

Further, the Nomination and Remuneration Committee (also designated as Compensation Committee) allotted the following Equity
Shares, post vesting and Exercise of Options by the Eligible 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, 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 (SOPs),
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. AUDITORSA) 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 and Co., Chartered Accountants (Firm Registration
No. 128510W) as the Statutory Auditors of the Company for the
second term (since the partners are common with the retiring
Statutory Auditors) of five (5) consecutive years to hold such
office till the conclusion of the 20^th Annual General Meeting of
the Company to be held for the financial year 2027-28.

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 2026, forms an integral 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

The members of the company at their 17^th Annual General
Meeting (AGM) held on 23^rd September 2025, had appointed M/s
ATG & Co., Practicing Company Secretaries as the Secretarial
Auditors of the Company for a term of five (5) consecutive years
to hold such office till the conclusion of the 22^nd Annual General
Meeting of the Company.

Secretarial Audit Report (MR-3)

In terms of the provisions of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
Section 204 of the Companies Act, 2013, and Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, the
Secretarial Audit Report for the financial year 2025-26, issued
by the Secretarial Auditors in Form MR-3, is annexed to this
Report as Annexure I. There are no qualifications, reservations,
or adverse remarks made by the Secretarial Auditors in their
Report.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the financial year
ended 31^st March 2026 on compliance with all applicable SEBI
Regulations and circulars/guidelines issued thereunder, was
obtained from M/s. ATG & Co., Practicing Company Secretaries
and submitted to both the stock exchanges on which the shares
of the company are listed (i.e., NSE and BSE). There are no
observations, reservations or qualifications in the said report.
The Annual Secretarial Compliance Report for the financial
year ended 31^st March 2026 is available on the website of the
Company at www.campusactivewear.com.

D) Internal Auditors

Pursuant to the provisions of Section 138 and Section 179 of
the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and Rule 9 of the Companies (Meetings
of Board and its Powers) Rules, 2014 made thereunder, as
amended from time to time, and on the recommendations of
the Audit Committee, the Board, at its meeting held on 29^th
May, 2025, appointed Ernst & Young LLP (''EY") as the Internal
Auditors of the Company for the financial year ended 31^st March
2026 and Internal Audit Reports issued by the Internal Auditors
are reviewed by the Audit Committee on a quarterly basis.

Further, on the recommendations of the Audit Committee, the
Board of Directors at its meeting held on 25^th May 2026 had
approved the appointment of Ernst & Young LLP ('EY") as the
Internal Auditors of the Company for the financial year ending
31^st March 2027.

15. DETAILS OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL(i) Composition

As on 31^st March 2026, 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.

(ii) Changes in Directors

During the financial year 2025-26, no person was appointed or
ceased to be the Director of the Company.

Further, pursuant to the provisions of Section 152 of the
Companies Act, 2013 and other applicable provisions thereunder,
Mr. Nikhil Aggarwal (DIN: 01877186), Whole Time Director
and CEO of the Company, is liable to retire by rotation at the
ensuing 18^th Annual General Meeting and, being eligible, offers
himself for re-appointment. Based on the recommendation
of the Nomination and Remuneration Committee, the Board
has recommended his re-appointment for the approval of
shareholders.

Further, it is informed that the shareholders of the Company,
at the 13^th Annual General Meeting held on 24^th September
2021, had appointed Mr. Anil Kumar Chanana (DIN: 00466197)
and Mrs. Madhumita Ganguli (DIN: 00676830) as Independent
Directors for a term of five (5) consecutive years with effect from
24^th September 2021 up to 31^st August 2026, and accordingly,
their respective tenures will conclude on 31^st August 2026.
Further, at the Extraordinary General Meetings held on 17^th
November 2021 and 18^th December 2021, the shareholders had
appointed Mr. Nitin Savara (DIN: 09398370) and Mr. Jai Kumar
Garg (DIN: 07434619) as Independent Directors for a term of five
(5) consecutive years with effect from 17^th November 2021 and
18^th December 2021, respectively, up to 31^st October 2026 and 1^st
December 2026, respectively, and accordingly, their respective
tenures will conclude on the said dates.

The Performance evaluation of the Independent Directors was
conducted by Nomination and Remuneration Committee & the
entire Board (excluding the Director being evaluated) on the
basis of approved performance evaluation criteria.

Considering the knowledge, background, experience, expertise,
and valuable contribution made by Mr. Anil Kumar Chanana,
Mrs. Madhumita Ganguli, Mr. Nitin Savara and Mr. Jai Kumar
Garg during their tenure, and based on the outcome of the
performance evaluation, it would be in the interest of the
Company to continue to avail their association as Independent
Directors.

In this regard, the Company has received declarations from
Mr. Anil Kumar Chanana, Mrs. Madhumita Ganguli, Mr. Nitin
Savara and Mr. Jai Kumar Garg confirming that they meet the
criteria of independence as prescribed under Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
Listing Regulations, 2015. The Company has also received their
consent to act as Independent Directors and confirmations that
they are not disqualified from being re-appointed as Directors in
terms of Section 152 and 164 of the Companies Act, 2013.

Accordingly, based on the recommendations of the Nomination
and Remuneration Committee and the Board of Directors at
their respective meetings held on 22^nd May 2026 and 25^th May
2026, respectively, has approved and recommended to the
shareholders the re-appointment of the following Directors as
Non - Executive Independent Directors of the Company for the
second term of five (5) consecutive years, not liable to retire by
rotation:

• Mr. Anil Kumar Chanana for a second term of five (5)
consecutive years from 1^st September 2026 to 31^st August
2031

• Mrs. Madhumita Ganguli for a second term of five (5)
consecutive years from 1^st September 2026 to 31^st August
2031

• Mr. Nitin Savara for a second term of five (5) consecutive
years from 1^st November 2026 to 31^st October 2031

• Mr. Jai Kumar Garg for a second term of five (5) consecutive
years from 2^nd December 2026 to 1^st December 2031

Brief details of the Directors 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 25^th May 2026 convening the 18^th Annual General Meeting
of the Company.

Accordingly, the Board recommends the Special Resolutions set
out at Item Nos. 4 to 7 of the accompanying Notice for approval
of the shareholders of the Company.

(iii) Changes in Key Managerial Personnels

During the year under report, there were no changes in the Key
Managerial Personnel of the Company. However, Mr. Sanjay
Chhabra had resigned from the position of Chief Financial
Officer w.e.f closure of business hours of 7^th July 2026.

Pursuant to the provisions of Section 203 of the Companies Act,
2013, the following are the Key Managerial Personnel (KMPs) of
the Company as on 31^st March 2026:

1. Mr. Hari Krishan Agarwal, Chairman and Managing
Director

2. Mr. Nikhil Aggarwal, Whole-Time Director and CEO

3. Mr. Sanjay Chhabra, Chief Financial Officer
(resigned w.e.f closure of business hours of 7^th July 2026)

4. Ms. Archana Maini, General Counsel and Company
Secretary

Further, pursuant to the provisions of Section 152 of the
Companies Act, 2013 and other applicable provisions made
thereunder, Mr. Nikhil Aggarwal, Whole Time Director and CEO
of the Company, is liable to retire by rotation at the ensuing 18^th
Annual General Meeting and being eligible, offers himself for
re-appointment. On the recommendations of Nomination and
Remuneration committee, the Board at its meeting held on 25^th
May 2026, recommends his re-appointment to the Shareholders
of the Company for their approval.

(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( 1) (b)
and 25 of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015; and

b. they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgment and without any
external influence, and that they are independent of the
management.

The Independent Directors have also confirmed that they have
complied with the Company's Code of Conduct prescribed in
Schedule IV of the Companies Act, 2013. 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, as amended, 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

During the financial year 2025-26, four (4) meetings of the
Board of Directors were held. The details of which form part
of the Corporate Governance Report, forming an integral part
of this Annual Report. The intervening gap between the two
consecutive Board meetings was within the prescribed period
of One hundred and twenty days (120) days as specified under
the provisions of Section 173 of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Independent Directors held their separate meeting on 18^th
March 2026 without the presence of Non-Independent Directors
and members of the management, in accordance with Section
149 read with Schedule IV of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. At the said meeting, along
with other agendas the Independent Directors also reviewed

the performance of Non-Independent Directors, the Board as
a whole, and the Chairperson, as well as assessed the quality,
quantity, and timeliness of flow of information between the
Company's management and the Board.

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. Finance Committee

g. Internal Complaints Committee

All the recommendations made by the Committees of the Board
including the Audit Committee were reviewed and accepted by
the Board. 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 an integral part of this Annual Report.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company is committed to upholding the highest
standards of ethical, moral, and legal business conduct and
is dedicated to fostering an ethical workplace culture that
encourages the reporting of any potential violations of its
policies or applicable laws.

To ensure adherence to these principles, the Company promotes
a transparent environment wherein employees are encouraged
to report concerns relating to actual or suspected violations,
including misstatements in financial statements and reports,
instances of fraud or theft, breaches of the Company's Code
of Conduct, or any form of retaliation for assisting the Audit
Committee or providing relevant information. Such concerns
may be raised without fear of retaliation, victimisation, or unfair
treatment.

In Compliance with the provision of Section 177(9) of the
Companies Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company has established a robust Vigil Mechanism and
Whistle Blower Policy for Directors and Employees to enable
reporting of unethical behaviour, fraud, or violation of the Code
of Conduct, etc. The mechanism ensures that all reported
matters are investigated in an impartial manner and appropriate
corrective actions are taken, wherever required.

The Policy also provides employees with direct access to
the Chairperson of the Audit Committee in appropriate or
exceptional cases.The Whistle BlowerPolicy/Vigil Mechanism
is hosted on the Company's website and can be accessed
at: https://www.campusactivewear.com/sites/default/

files/2026-05/WhistleBlowerPolicy.pdf.

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

In accordance with the provisions of Section 178(3) of the
Companies Act, 2013, the Nomination and Remuneration
Committee is responsible for formulating the criteria for
determining the qualifications, positive attributes, and
independence of Directors, and for recommending to the Board a
policy governing the remuneration of Directors, Key Managerial
Personnel's, and other employees.

The Nomination and Remuneration Policy of the Company
sets out the guiding principles, philosophy, and framework for
determining and approving remuneration payable to Directors,
Key Managerial Personnel, Senior Management, and other
employees. The Policy also outlines the criteria for assessing
the qualifications, positive attributes, and independence of
Directors, as well as the parameters for appointment of Key
Managerial Personnel and Senior Management, to ensure a
structured and transparent selection process.

Pursuant to Section 134(3) of the Companies Act, 2013, the
Nomination and Remuneration Policy is available on the
Company's website and can be accessed at: https://www.
campusactivewear.com/sites/default/files/2026-02/NRCPolicy.
pdf.

20. CORPORATE SOCIAL RESPONSIBILITY

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 an integral part
of the Annual Report. The company discharges its Corporate
Social Responsibility obligations through Implementing
Agencies registered under Ministry of Corporate Affairs (MCA)
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 the initiatives
undertaken by the company are as follows:

1. Free/Subsidized Dialysis Support Initiative: Implemented
with Sewa Bharti, a voluntary organisation that runs
welfare, healthcare, and education programmes for
underserved communities, this initiative provides free
and subsidised dialysis to economically weaker patients
living with chronic kidney disease across its dialysis and
diagnostic centres in Delhi. For many families, it has eased
the recurring financial burden of ongoing renal care and
helped ensure that lifesustaining treatment continues
without interruption, restoring not only health but dignity
and hope.

2. Rural and Tribal Education support programme: In

partnership with Bharat Lok Shiksha Parishad, an
organisation affiliated with the Gandhi Peace Prize¬
winning Ekal Abhiyan, the Company supports one-teacher
Ekal Vidyalayas in remote villages of Himachal Pradesh
and Uttarakhand, where access to formal schooling
remains limited. These community-based learning centres
operate in simple village spaces and bring basic education

to children who would otherwise be left outside the
schooling system. The company contribution was utilized
for establising 3138 schools and 63760 students benefited.

3. Women skill development and livelihood programme:

With Vishvas, the Company supports free, certified
vocational training for underprivileged women and girls
at centres in Delhi. The programmes equip participants
with practical, job-ready capabilities and the confidence
to pursue employment or entrepreneurship, moving them
towards lasting financial independence. The Company's
contribution was deployed across three pillars, qualified
trainers who anchor the quality of instruction, and learning
facilities, materials and utilities i.e., skill development,
Education and Employability, Infrastructure and trainer
support. Graduates have gone on to secure employment or
launch their own enterprises across tailoring, accounting
and office roles.

4. Youth Sports and Fitness Engagement: With Bhagta
Bharat, the Company organised a series of structured
running events, the "Sunday Races," across Himachal
Pradesh and Uttarakhand, engaging school students
from institutions including SGRR Inter College, Sahaspur
and Government Senior Secondary School, Mazra. The
programme promoted fitness, discipline and teamwork
while bringing the wider community together around
youth sport. A notable feature was the active involvement
of Campus employee volunteers, who helped organize
and manage the races, coordinate participants and
encourage young athletes throughout, a clear expression
of the Company's culture of volunteering and community
connection. Parents and teachers reported a visible
improvement in the children's confidence, physical fitness
and overall personality development.

5. Student Hostel Infrastructure Project: The Company's
contribution was utilized the construction of the new
hostel block at Sandipani Vidyaniketan, Porbandar having
a total capacity of 2000 rooms, an institution managed by
Shri Bhartiya Sanskruti Samvardhak Trust. The institution
imparts Vedic education in Sanskrit alongside Gujarati and
English medium learning, with a strong focus on holistic
development rooted in Indian cultural values, advancing
its mission of "Shiksha se Seva”. By supporting residential
infrastructure, the Company helps enable continuity of
education for students from remote areas who depend
on hostel facilities to stay in school, creating a durable
community asset that reinforces its broader commitment
to empower communities through education.

The Board of Directors have approved the CSR Policy of
the Company as formulated and recommended by the
CSR Committee, which is available on the website of the
Company at https://www.campusactivewear.com/sites/
default/files/2026-07/CorporateSocialResponsibilitvPolicv.pdf.

Further, the Annual Report on CSR activities for the Financial
Year 2025-26, in the prescribed format, as required under
Section 134 and 135 of the Act read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014
(as amended), 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 an
integral part of this Report.

22. CREDIT RATING

During the period under report, Crisil Ratings has revised its
outlook on the long-term bank facilities of Campus Activewear
Limited to 'Positive' from 'Stable', while reaffirming the rating at
'Crisil A '. The short-term rating has been reaffirmed at '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(3) 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 in
Form MGT -7 for the Financial Year 2025-26 is available on
the website of the Company and can be accessed at https://
www.campusactivewear.com/sites/default/files/2026-07/
Annualreturn202526.pdf.

25. EMPLOYEE’S STOCK OPTION PLAN

During the period under report, the Company had in place
2 (Two) Employee Benefit Plans (Pre-IPO Schemes/ESOP
Schemes), namely Campus Activewear Limited Employee
Stock Option Plan 2021 (ESOP 2021) and Campus Activewear
Limited Employee Stock Option Plan 2021 - Vision Pool (Vision
Pool 2021).

With the objective of fostering a sense of ownership among
employees and attracting, retaining, motivating, and rewarding
key talent, the Company has implemented Employee Benefit
Plans for eligible employees and Directors (excluding
Independent Directors) of the Company and its subsidiary.
These plans are designed to align the interests of employees
with the long-term growth and success of the organization. The
Company considers Employee Stock Options as an effective
long-term incentive mechanism that provides employees with
an opportunity to participate in the Company's value creation
journey and benefit from potential wealth creation through
ownership.

The Company had applied for listing approval of 57,627 equity
shares of Rs. 5 each to be issued under Campus Activewear
Limited Employee Stock Option Plan 2021 - Vision Pool 2021
which were allotted on 10^th June 2025 and for which BSE Limited

and National Stock Exchange of India Limited has granted
approval on 17^th June 2025.

The Company had applied for listing approval of 16,208 equity
shares of Rs. 5 each to be issued under Campus Activewear
Limited ESOP Plan 2021 and Campus Activewear Limited ESOP
Plan 2021- Vison Pool which were allotted on 23^rd July 2025 and
for which National Stock Exchange of India Limited and BSE
Limited has granted approval on 30^th July 2025 and 31^st July
2025 respectively.

The Company had applied for listing approval of 58,138 equity
shares of Rs. 5 each to be issued under Campus Activewear
Limited ESOP plan 2021 and Campus Activewear Limited ESOP
plan 2021- Vison Pool which were allotted on 21^st November
2025 and for which BSE Limited and National Stock Exchange of
India Limited has granted approval on 4^th December 2025.

The Company had applied for listing approval of 62,873 equity
shares of Rs. 5 each to be issued under Campus Activewear
Limited ESOP plan 2021 and Campus Activewear Limited ESOP
plan 2021- Vison Pool which were allotted on 20^th January 2026
and for which BSE Limited and National Stock Exchange of India
Limited has granted approval on 29^th January 2026.

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 and in accordance with the resolution of the company in
the general meeting. The Disclosures pursuant to SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021,
in respect of ESOP Schemes as at 31^st March, 2026, is available
on the website of the Company and can be accessed at https://
www.campusactivewear.com/sites/default/files/2026-07/
Esop%20Master%20Sheet%202025-26.pdf.

The Company has proposed few changes in the Campus
Activewear Limited Employee Stock Option Plan 2021- Vision
Pool policy, details of which are explained in the Notice of AGM,
which forms an integral part of this Annual Report. The said
changes are subject to the approval of members in the ensuing
AGM.

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)

Reaffirming its commitment to sustainable and responsible
business practices, the Company has prepared its Business
Responsibility and Sustainability Report ("BRSR”), which
provides a comprehensive overview of the initiatives and
measures undertaken across environmental, social, and
governance (ESG) dimensions. The Company is pleased to
present its fourth (4^th) BRSR for the financial year 2025-26.

The Company remains dedicated to conducting its operations in
an ethical, responsible, and sustainable manner, with a strong
focus on the well-being and development of its workforce. At
Campus, we believe that a safe, inclusive, and empowering work
environment enables employees to realize their full potential
and contribute meaningfully to the organization's growth.
During the year, the Company continued to strengthen its
sustainability framework and enhance its responsible business
practices, reflecting its commitment towards all stakeholders
and society at large.

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, read
with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-
POD2/I/3762/2026 dated January 30, 2026, the Company has
prepared and published its fourth (4^th) Business Responsibility
and Sustainability Report for FY 2025-26. The Report has been
prepared in a fair, transparent, and comprehensive manner
and includes all mandatory essential indicators prescribed
under the applicable regulatory framework. The same forms an
integral 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 Companies Act, 2013 and
Regulations 17(9) and 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has
established a comprehensive Risk Management Framework
and constituted a Risk Management Committee ("RMC”) in
accordance with applicable regulatory requirements.

The Risk Management Framework is structured to systematically
anticipate, identify, assess, measure, manage, mitigate,
monitor, and report risks and uncertainties that may affect
the achievement of the Company's strategic and operational
objectives. The Company recognizes that an effective risk
management system is essential for safeguarding stakeholder
interests, ensuring business continuity, and driving sustainable
long-term value creation.

The Board of Directors has duly constituted the Risk Management
Committee to formulate, implement, and oversee the Company's
risk management plan in line with Regulation 21 of the SEBI
Listing Regulations, 2015. The Committee is entrusted with
the responsibility of reviewing the adequacy and effectiveness
of the risk management framework on a continuous basis.
Identified risks across various business functions are addressed
through structured mitigation strategies, supported by ongoing
monitoring and review mechanisms.

In addition, the Company maintains a robust internal
control environment supported by an extensive internal
audit programme conducted by Ernst & Young LLP, Internal
Auditors of the Company, along with periodic reviews by the
Audit Committee to ensure adherence to best practices and
regulatory compliance. Mr. Sanjay Chhabra serves as the Chief
Risk Officer of the Company. (ceased to be Chief Risk Officer of
the Company w.e.f closure of business hours of 7^th July 2026)
The Company has also formulated a Risk Management Policy,
which is available on its website and can be accessed at: https://
www.campusactivewear.com/sites/default/files/2026-07/
RMCPolicy.pdf.

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

The Company is committed to providing a safe, secure, and
harassment-free workplace for all individuals working within
its premises, supported by appropriate policies, systems,
and practices. It continuously strives to maintain an inclusive
work environment that is free from any form of discrimination,
intimidation, or harassment.

In accordance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act”), the Company has formulated and
implemented a comprehensive policy on the prevention,
prohibition, and redressal of sexual harassment at the workplace.
The Company has also duly constituted an Internal Complaints
Committee as required under the POSH Act to address and
redress complaints, if any, in a fair and timely manner.

During the Financial Year 2025-26 under report, following
complaints pertaining to sexual harassment were received. The
details are as follows:

a. Number of complaints of sexual harassment received
during the financial year: 01*

b. Number of complaints disposed off during the financial
year: 01(Withdrawn)

c. Number of cases pending for more than ninety days: Nil

*the said complaint was withdrawn by the complainant within 6
days of lodging the complaint.

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, its
Committees, the Chairman, and individual Directors was
conducted for the financial year 2025-26. The evaluation
process, led by the Board, was carried out through structured
questionnaires covering various parameters, including, inter
alia, the composition of the Board, adherence to the Company's
values and ethics, contribution towards formulation of strategy
and business plans, effectiveness of risk management oversight,
adequacy and timeliness of information flow, compliance with
governance codes and policies, functioning and structure of
Board Committees, skills, knowledge and expertise of Directors,
and the quality of participation and leadership demonstrated
during Board and Committee meetings.

The evaluation was undertaken through an internal assessment
mechanism in accordance with the criteria laid down under
the Company's Board Evaluation Policy (in accordance with
the parameters laid down by Nomination and Remuneration
Committee) and the SEBI prescribed Guidance Note on Board
Evaluation.

The evaluation outcome reflected that the Board is well-
composed, knowledgeable, and operates with a high level of
effectiveness and cohesion. The composition and functioning
of the Board Committees were found to be appropriate and
effective, with each Committee discharging its responsibilities
diligently and in accordance with its mandate.

The Independent Directors bring diverse and extensive
experience to the Board and their perspectives are highly valued
by the management. They exercise independent judgment in
the discharge of their duties, and their recommendations are
duly considered and acted upon by the management in a timely
manner.

The Non-Independent Directors bring in-depth knowledge
and specialised expertise in their respective domains, which
significantly enriches Board discussions and supports well-
informed decision-making. The Chairman leads the Board with
clarity and effectiveness, remaining well-versed with all key
matters concerning the Company. He plays a pivotal role in
facilitating orderly and efficient conduct of Board proceedings
and ensures smooth coordination across all governance
processes. His leadership promotes a culture of open dialogue,
constructive engagement, and balanced participation among all
members of the Board.

34. CEO AND CFO CERTIFICATE

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

35. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has complied with the applicable provisions of
the Secretarial Standards issued by the Institute of Company
Secretaries of India ("ICSI”), including Secretarial Standard-1
on Meetings of the Board of Directors (SS-1) and Secretarial
Standard-2 on General Meetings (SS-2).

The compliance with these Secretarial Standards reflects
the Company's continued commitment to strong corporate
governance practices, transparency, and regulatory compliance
in all its deliberations and shareholder interactions.

36. COMPLIANCE WITH MATERNITY BENEFIT
ACT 1961.

The Company has ensured compliance with the applicable
provisions of the Maternity Benefit Act, 1961, and the rules made
thereunder. The Company remains committed to supporting
the health, safety, and well-being of its women employees by
providing all statutory benefits and entitlements in accordance
with the said legislation.

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

The Company has following employees as on closure of the
financial year 2026:

38. OTHER DISCLOSURES

A. During the financial year 2025-26, 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
appreciation for the continued cooperation and unwavering
support extended by its valued customers, which has enabled
the Company to consistently understand their evolving needs
and strive towards delivering enhanced customer satisfaction.

The Board also expresses its heartfelt gratitude to all employees
across levels for their dedication, commitment, teamwork, and

steadfast support in navigating various business challenges
and contributing to the Company's continued progress. The
Company further acknowledges with appreciation for the
valuable contribution of its vendors in strengthening the
Company's presence across the country. The Board also
extends its sincere thanks to regulatory authorities, bankers,
financial institutions, credit rating agencies, stock exchanges,
depositories, auditors, legal advisors, consultants, and all other
stakeholders for their continued guidance, trust, and support in
promoting transparency, accountability, and robust governance
practices within the Company. The Company remains deeply
grateful for their continued association and encouragement.

For and on Behalf of the Board
For Campus Activewear Limited

Hari Krishan Agarwal

Date: 25^th May 2026 Chairman and Managing Director

Place: Gurugram DIN:00172467