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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | «> RETAIL FOOTPRINT DEC’21
STATES coco
Wa
FRANCHISEE
. Delhi-NCR 29
if Haryana 6
Rajasthan -
Uttar Pradesh 20
Gujarat -
Maharashtra 1
Bihar 1
Uttarakhand =
TOTAL: COCO 57 / FRANCHISEE 28
fs
WARNHOON AW
CAMPUS
The following table sets forth our revenue contribution from EBOs for the period indicated:
Fiscals For nine months ended December 31,
2019 2020 2021 2020 2021
% of % of % of % of % of
(nz | revenue | (int | revenue | (in& | revenue | (in% | revenue | (int | revenue
million) | from sale | million) | from sale | million) | from sale | million) | from sale | million) | from sale
of goods of goods of goods of goods of goods
EBOs 116.08 1.97% 181.08 2.48% 157.02 2.21% 96.63 2.22% 227.37 2.71%
The table below shows the size of our EBOs and sale of goods in the Fisca
ended December 31, 2020 and December 31, 2021:
ls 2019, 2020 and 2021 and nine months
% of sale of goods
Nine
Concept ae Me Oo Fiscal Fiscal Fiscal aeey Nine months ended
2019 2020 2021 December 31, 2021
December
31, 2020
COCOs 57 762 1.97 2.48 2.21 2.22 2.15
Franchisees 28 682 - - - 0.00 0.56
We negotiate leasing terms that are flexible and favorable to us. Our current lease contracts are typically for a
period of three to nine years and a majority of our leases provides us with an early termination period of three
months at the sole option of the Company. The flexibility of our leasing arrangements enables us to relocate stores
swiftly or close underperforming COCOs. We seek to maintain a highly efficient and flexible cost structure and
to secure new, desirable real estate at highly favorable terms. We competitively maintain our leases by re-
evaluating our current leases and evaluating new opportunities nationwide. Our plan to increase the number of
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store sites on acceptable terms.
Our number of COCOs grew from zero stores in 2017 to 57 stores as of December 31, 2021:
Fiscal | Fiscal 2020 Fiscal Nine
2019 2021 months
ended
December
31, 2021
Stores (Beginning of Period) 16 32 37 45
Stores Opened 16 5 13 14
Stores Closed - - 5 2
Stores (End of Period) 32 37 45 57
Our EBOs generated revenues of = 227.37 million in the nine months ended December 31, 2021. We expect to
continue expanding our numbers of COCOs. For further details on our strategy to expand, see “ - Our Strategies
- Further expand and deepen our omnichannel experience” on page 185.
In addition, we operate over 800 counters situated in Large Format Stores (“LFS”) where ‘CAMPUS’ is one of
the prominent sports and athleisure footwear brands, as of December 31, 2021 (“Counters”). These Counters are
located at branches of LFS across India.
The table below shows the revenue contribution from our active Counters in the Fiscals 2019, 2020 and 2021 and
nine months ended December 31, 2020 and December 31, 2021:
Nine Nine months
Fiscal Fiscal Fiscal ier ee ak
2019 2020 2021 | yecmnber Bt
31, 2020
Revenue from active Counters (in = million) 65.64 145.14 89.66 48.80 124.57
% of sale of goods* 111 1.99 1.26 1.12 1.48
*We have over 800 active counters during April 2021 to December 2021
Logistics
We transport our products from our Baddi Facilities and Dehradun Facility to our distribution centers which are
based out of Ambala, Haryana and Shambhu, Punjab for trade distribution and Mundka and Swarn Park in the
National Capital Territory of New Delhi for our D2C channel. We ship our products to our distributors and
consumers through these distribution centers. We have taken a marine insurance policy to cover the risk of transit
damages for our products. We have contracted a third party logistics provider, SafeExpress, to manage our product
transportation requirements. SafeExpress accounts for the majority of all our transportation requirements from
assembly plant to distribution centers and to the distributors. We have an annual contract with SafeExpress and
we review the commercial terms on an annual basis.
Pricing Policy
We sell our products to our distributors at uniform discounts from our suggested retail prices. We have a suggested
retail price policy that applies to all the retail stores we have a presence in (except our EBOs and our Counters) to
help maintain brand image, ensure consistent pricing levels from region to region and prevent price competition
among our distributors. In determining our pricing strategies, we take into account market supply and demand,
production cost and the prices of our competitors’ similar products. Our sales representatives collect and record
the retail prices of our products sold by our retailers. We analyze the information collected and engage in
discussions with our distributors to ensure that they follow our pricing policy.
Marketing and Merchandising
We leverage our marketing channels to educate and influence our consumers. With the help of a combination of
above the line and below the line initiatives using outdoor advertising, social media advertising, and other digital
and print advertising, we have been able to drive effective marketing our brand and products. We have created
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consumers. We also actively engage with micro influencers to engage directly with consumers and increase
relatability of our brand ‘CAMPUS’. Our marketing efforts target offline consumers to try our online sales
channels.
Over Fiscals 2019, 2020, 2021 and nine months ended December 31, 2020 and December 31, 2021, we have spent
& 298.43 million, = 268.84 million, = 329.38 million, = 220.55 million and 2 654.78 million on advertising and
sales promotion, of which % 14.56 million, = 35.70 million, = 103.58 million, = 76.97 million and 2 167.72 million
was towards digital advertising. We have empaneled a leading advertising agency and a media planning enterprise
to curate and execute themed advertising and marketing campaigns to relate to our target consumers and grow
consumer loyalty and increase brand acceptance. Our market-leading advertising and sales spend is evidence of
our commitment to steadily gravitate away from standalone trade led marketing and increasingly pivot to direct-
to-consumer marketing campaigns.
We believe in redefining the standard approach to marketing by interacting with our consumers through all stages
of the consumer journey:
¢ Product: We develop innovative billboards that show off our product features.
e Packaging: We roll out differentiated packaging in line with special drops and thematic launches, offering
our consumers an elevated experience post-purchase.
« Promotion: We increasingly engage with up-and-coming micro-influencers, who assist us with enhancing
our relatability quotient.
Industry leading billboards
(ela ed
|
eee
Differentiated packaging
Influencer collaboration
Excellence in merchandising, the retail format in which our products are presented to the consumer, is another
factor driving sales of our products. We believe ‘CAMPUS’ is a leader in its in-shop merchandising across India,
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if there are manufacturing defects.
Direct-to-consumer (online)
Our customers may either cancel in transit shipments or return unused merchandise within a period of 14-30 days,
as applicable, on account of free exchange or return policy of the relevant online marketplace.
For further details in relation to the risks related to merchandise returns, see “Risk Factors — Merchandise returns
could harm our business” on page 46
Intellectual Property
Our trademarks create a market for our products, identify our Company and differentiate our products from
competitors’ products. We own 66 trademarks relating to our brands, products, styles, and technologies.
The registered trademarks we have are the following:
Description No. of Trademarks Trademark Valid Term
Class 25: Including 41 CAMPUS November 12, 2024
footwear and parts November 17, 2029
thereof (soles, July 1, 2027
uppers, insoles etc.), PREMIUM January 7, 2024
readymade garments SOFT WALK July 20, 2030
(caps and hats, A-GEAR March 30, 2026
headgear, socks etc.) Campus JUNIOR WITH May 4, 2030
DEVICE
CAMPUS KA SCHOOL TIME July 17, 2025
B7 ULTIMATE COMFORT September 11, 2027
#EVOLVE July 1, 2027
July 17, 2027
CAMPTECH July 1, 2027
July 1, 2027
Campus Soft Rubber November 17, 2027
Technology
Campus Memory Tech Foam November 17, 2027
Active Cell Technology February 21, 2028
Born to Run February 21, 2028
Born to Win February 21, 2028
Camp Lite February 21, 2028
Camp - GO March 14, 2028
PILLOFOAM March 14, 2028
FOAMLITE May 22, 2028
AIR CAPSULE July 23, 2028
WATER GEL July 23, 2028
Active Cell July 23, 2028
PilloFoam July 23, 2028
SPRINGY FIT July 23, 2028
CAMPUS BUBBLE FOAM May 9, 2029
CAMPUS JUMP. May 9, 2029
Foamlite vmax July 16, 2029
Tyre-tech July 16, 2029
July 16, 2029
Air-Suspension July 16, 2029
Support-tech July 16, 2029
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Our merchandisers are typically well educated and trained in the features of our footwear and are able to build
and maintain relationships in-store at any one of the retail touch-points where we have a presence. We continue
to invest in both updating our displays and training for our sales force working in our COCOs and Counters. We
devote considerable resources to the appearance of our products and displays at the point of sale. This includes an
extensive offering of fixed and temporary product displays, brand and product signing and graphics and a wide
variety of visual tools to enhance the “shop in shop” environment at our Counters.
Online presence
We conduct campaigns that introduce our offline consumer base to an online shopping experience. For a case
study of a campaign we had conducted, see “Our Strengths — Strong brand recognition, innovative branding and
marketing approach — Global-Giri Flipkart Campaign” on page 184.
We enter into agreements with the operators of different types of e-commerce channels. The terms of these
agreements govern how our products are listed and sold through, or by, these channels. We have different
arrangements ranging from fixed fees, revenues shares and other cost sharing arrangements for sales of our
products on or by these channels. Our commission (inclusive of all components such as marketplace fee, logistics
fee and payment gateway fee) ranges between (a) 25%-35% of the net selling price (MRP less discount) for third
party pure play market places; (b) 35%-45% of MRP for third party managed marketplaces; and (c) 5%-15% of
MRP for online-to-offline B2B platforms. The terms of these agreements typically continue unless terminated by
either party or are for a fixed term with a right to renew.
The e-commerce channels we sell through include Fynd, Nykaa, Myntra and Flipkart.
Quality Control and Process Safety
Product quality control is a critical aspect of our business and we have good manufacturing and documentation
practices. Our dedicated quality control team consisting of 58 employees, as on December 31, 2021, performs
various quality inspection and testing procedures. We also perform routine product inspections on every batch of
our products and sample testing to ensure consistent quality of our products, including semi-finished and finished
products.
We have also implemented stringent quality control standards for our raw material suppliers. Our quality control
department ensures that the materials received from our approved list of suppliers also comply with our internal
standards and specifications that are designed to satisfy the requirements set forth by various consumers. We
undertake a process of vendor onboarding whereby we require vendors to complete a vendor registration form for
capturing the profile of the vendor and which is used for Know Your Customer processing. We also receive and
process documents such as the vendor’s copy of its GST number, a cancelled cheque for bank account and
payment verification and its Aadhar card in support of the KYC information in the vendor registration form.
In addition, we conduct regular repair and maintenance programs for our manufacturing facilities and our
engineers and technicians periodically inspect our manufacturing facilities.
Refund and exchange policy
Trade distribution
We have a return product policy for all our trade distribution customers. Our trade distribution customers can only
return products in case there are any manufacturing defects. In such instance, the distributor will collect all
defective products within a period of six to eight months from the date of purchase of goods and inform our sales
representative. The distributor will thereafter cut / destroy all defective pairs in front of our sales representative to
prevent any misuse. We will thereafter issue a credit note in the name of the distributor.
Franchisees
We have a stock correction policy for all our franchisees. Our franchisees can return up to 5%-10% of products
by value at the end of the Fiscal. This may be increased depending on the number of new locations opened within
a specified time. In such instance, the franchisee can return the products in good, saleable condition within a
specified period from the completion of the Fiscal.
Further, if the franchisees identify any defects in the products within a specified time of delivery of products, the
products shall be returned to our warehouse on a quarterly basis. In addition, with respect to the complaints raised
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Description No. of Trademarks Trademark Valid Term
YOGAMAX August 7, 2029
AGear September 4, 2029
FORMALINO November 6, 2029
MEMORY IMPACT January 3, 2030
GO CRAZY August 14, 2030
ADVANCE ORTHO October 27, 2030
CAMPUS REE-FLECT May 1, 2031
Class 35: Including 17 CAMPUS July 1, 2027
advertising, business Campus JUNIOR May 4, 2030
management, B7 ULTIMATE COMFORT May 5, 2027
marketing and #EVOLVE July 1, 2027
promotional services, July 17, 2027
retailing and CAMPTECH July 1, 2027
wholesaling services July 1, 2027
for footwear, REFLECT TECH October 16, 2027
footwear accessories Camp - GO March 14, 2028
FOAMLITE May 22, 2028
AIR CAPSULE July 23, 2028
WATER GEL July 23, 2028
Active Cell July 23, 2028
PilloFoam July 23, 2028
SPRINGY FIT July 23, 2028
ADVANCE ORTHO October 27, 2030
CAMPUS REE-FLECT May 1, 2031
Class 18: Including 3 CAMPUS November 17, 2029
leather and imitations August 20, 2031
of leather and goods Campus JUNIOR May 4, 2030
made of these
materials and not
included in other
classes, skins and
hides, trunks,
briefcases
Class 3: Including 1 CAMPUS May 3, 2026
shoe polish,
perfumery, essential
oils, cosmetics and
hair lotions
Class 21: Including 1 CAMPUS May 3, 2026
brushes for footwear,
shoe horns, shaving
brushes, tooth
brushes and combs
Class 16: Paper,
cardboard and goods
made from these
materials, not
included in other
classes, printed
matter, printed
B7 ULTIMATE COMFORT
September 11, 2027
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Description No. of Trademarks Trademark Valid Term
advertisement and
printed promotional
materials
Class 26: Including 1 CAMPUS May 3, 2026
shoe laces, shoe
buckles, shoe
fasteners, shoe
eyelets and shoe
hooks
Class 28: Including 1 Campus JUNIOR WITH May 4, 2030
games, playthings DEVICE
and sporting articles
not included in other
classes
Our design are incorporated into many of our most important products. We file applications for Indian designs
and trademarks that we deem to have commercial value. We have designs and trademarks which expire at various
times, as well as pending design and trademark applications in India. We have also filed and obtained registrations
of various international trademarks of our brands in other countries.
We consider our intellectual property as a competitive advantage for our business. Hence, we devote significant
resources to develop, protect and defend our intellectual property assets. We have defined and implemented
dedicated IP strategies for our business. Key elements of our IP framework strategy include IP protection in India
and globally, and this may include filing applications for trademark, copyright and design registrations,
prosecution and enforcement actions such as filing and defending oppositions, rectification, cancellations and
revocations, sending and replying to cease and desist letters, filing and prosecuting domain name registrations.
We initiate different types of legal and regulatory proceedings to protect our IP rights including resorting to civil
and criminal proceedings, and arbitration and mediation procedures.
See “Risk Factors — Our inability to protect our intellectual property rights may prevent us from successfully
marketing our products and we may infringe the intellectual property rights of others which could result in
litigation.” on page 61.
Information Technology
We currently use advanced information technology systems like enterprise resource planning (ERP), distribution
management system (DMS), field force management, quality control, point-of-sales (PoS), e-commerce order
management solution (OMS) and Retailers’ engagement application, which st us with various functions
including procurement, inventory management, production planning, sales and distribution, financial controlling
and accounting, quality management, field-force automation, and human resource functions. These systems
facilitate the flow of real-time information across departments and allows us to make information driven decisions
and manage performance.
While our ERP solution is helping us manage the key business process of supply chain, distribution, and financials,
we are now also focusing on implementing new solutions which will further enhance our engagement with the
consumers. We have implemented distribution management system (DMS) for key markets. This system provides
us visibility of secondary sales and inventory, in turn facilitating better demand understanding, promotions
planning and sales. We are also focused on the end-retailers and have started various sales and channel loyalty
promotions by implementing a retailers’ engagement application. With regular engagement and incentives, we
expect to establish a continuous demand model from retailers. We have implemented a field force management
system (for a field force automation solution) for our sales team spread across the country. This has helped us
manage beat planning, provide us with complete visibility of sales staff activities, new retailers acquisition, order
capturing at source, effective distribution management and order capturing.
Our Company owns and operates two websites:
« Campusactivewear.com — our corporate website with details about our Company history, team, business and
investor relations. While the website is developed by a third party vendor, who also provides technical
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« Campusshoes.com — our e-commerce website through which our Company sells our products to consumers.
While the website is developed on a third party e-commerce platform by a vendor who also provides technical
support, the cataloguing, content and operations of the website is maintained by our Company.
We believe that sophisticated information systems and functionality are important components of maintaining our
competitive position and supporting continued growth of our businesses, particularly in the ever-changing
consumer-shopping environment. We regularly evaluate the adequacy of our information technologies and
upgrade or enhance our systems to gain operating efficiencies, to provide additional consumer access and to
support our anticipated growth as well as other changes in our business. We believe that continuous upgrading
and enhancements to our information systems with newer technology that offers greater efficiency, functionality
and reporting capabilities is critical to our operations and financial condition.
Employees
We have 674, 813 and 854 employees as of March 31, 2019, March 31, 2020 and March 31, 2021. As of December
31, 2021, our Company had 784 employees. The breakdown of our Company’s permanent employees in different
functionalities as of the periods indicated, has been provided below:
Function December 31,2021 | December 31, | Fiscal 2021 | Fiscal 2020] Fiscal
2020 2019
Executive Directors including 5 6 6 7 5
CMO, CSO and CFO
Sales 231 206 240 177 150
Production, Operations including a4 505 488 503 413
quality and R&D
Marketing 7 5 7 4 3
Finance including legal 39 32 34 33 27
HR including Admin 49 55 52 59 51
IT including ERP 22 27 27 30 25
Total 784 836 854 813 674
Our employees include, among others, graduates from leading educational institutions. We have a diverse and
inclusive workforce wherein our employees belong to different age groups and have been previously employed
by organizations and multinational corporations in various industries.
The attrition rate for our employees for Fiscals 2019, 2020 and 2021 and the nine months ended December 31,
2020 and December 31, 2021 was 16.84%, 10.20%, 16.94%, 16.83 % and 16.79 %, respectively.
We engage more than 80 independent contractors through whom we engage contract labor for our manufacturing
facilities and warehouse. These contract laborers carry our functions such as assembly of shoes, manufacturing of
sole, packing operations, stitching, printing operations for shoe uppers, amongst other labor-intensive activities.
Our employees typically carry out supervisory functions at our facilities. Our current typical contracts with such
contractors are for a total period of five years, and a majority of the contracts provides us with an early termination
period of one month at the sole option of the Company. The contracts with all contractors include particular
clauses which require the contractors to adhere to various compliance matters, and we further conduct various
audits and collect evidence in support of such compliances on the contract workers provided by each contractor
to ensure that they satisfy the requirements of local labor laws.
We have adopted various employee-friendly policies such as paternity leave, marriage leave and work-from-home
arrangements in order to create and maintain a collaborative working environment. We offer our employees
performance linked incentives and benefits and conduct employee engagement programs from time to time. We
believe we have good relations with our employees and contract workers, and there have not been any instances
of work stoppages due to labor disputes (such as worker disputes or group demands) or cessation of work.
Competition
The sports and athleisure footwear market is highly competitive and we face significant competition from
numerous companies. Our competition includes large local and multinational companies with significant financial,
marketing and operational resources, small companies with limited resources but deep entrenchment in their local
markets, and other branded competitors, some with strong worldwide brand recognition. In addition, access to
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appropriate locations at rents we believe are cost effective. We generally enter into lease agreements that have an
initial term that typically ranges from three to nine years.
In addition, we have leased office premises with effect from March 1, 2022. The lease is valid for a period of five
years, with a right to renew for a further four years.
Environmental, health and safety and sustainability initiatives
We aim to comply with applicable health and safety regulations and other requirements in our operations. We aim
to minimize the adverse impact of our products and activities on the environment, maintain ecological balance
and protect the bio-diversity near our manufacturing facilities. Further, we aim to comply with the legislative
requirements, requirements of our licenses, approvals, and various certifications and ensure the safety of our
employees and people working in our manufacturing facilities or under our management. For further details, see
“Government and Other Approvals” on page 367.
We believe that accidents and occupational health hazards can be significantly reduced through a systematic
analysis and control of risks by providing appropriate training to our management and our employees. We have
implemented work safety measures to ensure a safe working environment at our facilities. We have conducted
safety programs at our facilities and developed training videos and modules.
In addition, we are subject to extensive environmental laws and regulations in India, including regulations relating
to prevention and control of water pollution and air pollution, environmental protection, hazardous waste
management and noise pollution, nature resource damages, remediation of contaminated sites, employee health
and employee safety, in relation to the respective manufacturing facilities.
Corporate social responsibility initiatives
We have adopted a corporate social responsibility (“CSR”) policy in compliance with the requirements of the
Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014. Our CSR initiatives are
focused on supporting under-privileged people towards health and wellness and in this regard we work with
reputed NGO’s like Goonj and Clothesbox for distribution of sports shoes across India.
For further information on our Board of Directors and Key Management Personnel, see “Our Management” on
page 224. For further information on our financial performance, see “Management’s Discussion and Analysis on
Financial Condition and Results of Operations” on page 323 and for further information on our outstanding
litigations and regulatory proceedings, see “Outstanding Litigation and Other Material Developments” on page
359.
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in which we compete, further increasing competition in our industry. We identify our primary competitive factors
in the markets for sports and athleisure footwear products to be brand strength, product innovation, design,
functionality, durability, and price, as well as effective marketing and delivery of our products in alignment with
consumer expectations. For details on the competitive landscape, see “Industry Overview” on page 125.
Insurance
We maintain insurance coverage under various insurance policies for, among other things, damages in the areas
at operations, protection from direct pecuniary losses suffered on account of fraudulent or dishonest acts,
accidental loss or damages. We have various insurance policies covering machinery breakdown, burglary, money
and fire and special perils. We also maintain various insurance policies covering commercial packages,
transportation, marine insurance, cargo, plant and equipment erection and accidents, as well as a directors’ and
officers’ liability insurance. We believe that the level of insurance we maintain is appropriate for the risks of our
business and is comparable to that maintained by other companies in our markets operating in the same business
lines.
We do not have any business liability, interruption or litigation insurance coverage for our operations in India.
Insurance companies in India offer limited business insurance products. While business interruption insurance is
available to a limited extent in India, we have determined that the risks of interruption, cost of such insurance and
the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical
for us to have such insurance. Therefore, we are subject to business and product liability exposure. See “Risk
Factors - Risks Related to Our Business. - Our insurance coverage may not be sufficient or adequate to protect
us against all material hazards, which may adversely affect our business, results of operations and financial
condition.” on page 64. We have limited insurance coverage in India and may not be able to recover insurance
proceeds if we experience uninsured losses.
Properties
Our Registered and Corporate Office is located at D-1, Udyog Nagar, Rohtak Road, New Delhi 110041. Our
Registered and Corporate office is on a long-term lease for nine years expiring in 2030.
We have five manufacturing facilities, of which two are located at Baddi and the remaining are at Dehradun,
Haridwar and Ganaur, respectively. Our Ganaur Facility has been built on freehold land owned by us. Our
remaining facilities are on leasehold land.
The following table provides details of the lease terms for our Dehradun Facility, Baddi Facility, Campus AI
Baddi Facility and Haridwar Facility:
Manufacturing Facility Lease Start Lease Plot Size
(Month/Year) | Termin
Years (in Sq.
meter)
Leasehold properties-
Baddi Facility: Plot # 61, Bhatoli Kalan Industrial Area, Baddi (District January 2005 99 years | 16,405.82
— Solan), HP
Campus Al Baddi Facility:
Plot # 62, Bhatoli Kalan Industrial Area, Baddi (District — Solan), HP July 2004 99 years 11,394.78
Plot # 63, Bhatoli Kalan Industrial Area, Baddi (District — Solan), HP January 2005 99 years | | 12,423.17
Dehradun Facility: C-9 & 10, Selaqui Industrial Area, Dehradun, May 2005 90 years | 16,080.00
Uttarakhand
Haridwar Facility: Plot No 39 & 40, Haridwar Industrial Area — | September 2018 90 years 8,100.00
Haridwar, Uttarakhand
As of December 31, 2021, all of our COCOs were operated on premises that are leased, licensed or subleased and
we currently expect to lease or sub-lease the premises for our new COCOs to the extent we are able to expand our
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The following description is a summary of certain key laws, guidelines and regulations in India which are
applicable to our Company and the business undertaken by our Company. The information detailed in this chapter
is based on the current provisions of statutes, bills, regulations, notifications, memorandums, circulars and
policies which are subject to amendments, changes and/or modifications. Such information has been obtained
from sources available in the public domain. The regulations and their descriptions set out below may not be
exhaustive and are only intended to provide general information to prospective investors. Further, they are neither
designed nor intended to be a substitute for professional legal advice. For details of the government approvals
obtained by our Company, see “Government and Other Approvals” on page 367.
Laws in relation to our business
Consumer Protection Act, 2019 (the “Consumer Protection Act”)
The Consumer Protection Act provides for the protection of the interests of consumers and the establishment of
authorities for the timely and effective administration and the settlement of consumer disputes. The Act empowers
the Central Government to constitute the Central Consumer Protection Authority, to regulate matters relating to
the violation of rights of consumers, unfair trade practices and false or misleading advertisements which are
prejudicial to the interests of public and consumers and to promote, protect and enforce the rights of consumers.
as a class, and conduct inquiries or investigations under the Consumer Protection Act. Further, the Consumer
Protection Act enables complainants to file complaints in respect of, inter alia, goods suffering defects, services
suffering deficiencies, and goods or services hazardous to life and safety. Consumers are also empowered to file
product liability actions, for claiming compensation for the harm caused to them by defective products or deficient
services, in respect of which such product manufacturers or sellers may be held responsible.
Legal Metrology Act, 2009 (“Legal Metrology Act”) and the Legal Metrology (Packaged Commodities) Rules,
2011 (“Packaged Commodities Rules”)
The Legal Metrology Act establishes and enforces standards of weights and measures, and regulates trade and
commerce in weights, measures and other goods which are sold or distributed by weight, measure or number. The
Legal Metrology Act prohibits quoting prices or charges, issuing or exhibiting any price list, invoice, cash memo
or other document, publishing any advertisement, or indicating the net quantity of a pre-packaged commodity,
otherwise than in accordance with the standard units of weight, measure or numeration. Manufacturers are
required to maintain records and registers, and make declarations on pre-packaged commodities, in the manner
prescribed under the Legal Metrology Act. Penalties and punishments are prescribed for numerous offences under
the Legal Metrology Act, including selling or delivering commodities, articles or things by means other than the
standard weight, measure or number, or using non-standard weights, measures or numeration.
The Packaged Commodities Rules were framed under Sections 52(2)(j) and (q) of the Legal Metrology Act and
lay down specific provisions applicable to packages intended for retail sale, wholesale and for export and import.
A “pre-packaged commodity” means a commodity which without the purchaser being present is placed in a
package of a pre-determined quantity. The Packaged Commodities Rules provide that it is illegal to manufacture,
pack, sell, import, distribute, deliver, offer, expose or possess for sale any pre-packaged commodity unless the
package is in such standard quantities or number and bears thereon such declarations and particulars as prescribed.
Further, all pre-packaged commodities must conform to the declarations provided thereon as per the requirement
of Section 18(1) of the Legal Metrology Act and no pre-packaged commodity shall be packed with error in net
quantity beyond the limit prescribed in the first schedule of the Packaged Commodity Rules.
Factories Act, 1948 (“Factories Act”)
The Factories Act pertains to the regulation of labour in factories. The term ‘factory’ is defined as any premises.
where 10 or more workers are working, or were working on any day in the preceding 12 months, and in any part
of which a manufacturing process is ordinarily carried on with the aid of power, or where 20 more workers are
working, or were working on any day in the preceding 12 months, and in any part of which a manufacturing
process is ordinarily carried on without the aid of power. The state governments are empowered to make rules
requiring the registration or licensing of factories or any class of factories. The Factories Act requires the occupier
of the factory to ensure, as far as is reasonably practicable, the health, safety and welfare of all workers while they
are at work in the factory. The occupier is required to ensure: (i) that the plants and systems of work at the factory
are safe and without risks to health; (ii) safety and absence of risks to health in connection with the use, handling,
storage and transport of articles and substances; (iii) the provision of such information, instruction, training and
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safe working conditions and working environment.
Bureau of Indian Standards Act, 2016 (“BIS Act”) and the Footwear made from Leather and other materials
(Quality Control) Order, 2020 (“Quality Control Order”)
The BIS Act establishes the Bureau of Indian Standards as a national standards body to promote, monitor and
manage the quality of goods, articles, processes, systems and services to protect the interests of consumers and
various other stakeholders. The Bureau of Indian Standards has the power to establish and notify Indian Standards
in relation to any goods, articles, processes, systems or services. Pursuant to the BIS Act, any person may apply
for a certificate of conformity or grant of license to use a Standard Mark for goods, articles, processes, systems or
services conforming to an Indian Standard.
The Quality Control Order was passed by the Central Government in exercise of its powers under the BIS Act.
The Quality Control Order requires specified leather or footwear goods and articles to conform with the specified
Indian Standard and bear the Standard Mark under license from the Bureau of Indian Standards. The Quality
Control Order was notified on October 27, 2020, and will come into force with effect from July 1, 2022.
Shops and establishments legislations in various states
The provisions of local shops and establishments legislations applicable in the states in India where our
establishments are set up require such establishments to be registered. The state shops and establishments
legislations regulate the working and employment conditions of the workers employed in shops and
establishments, including commercial establishments, and provide for fixation of working hours, rest intervals,
overtime, holidays, leave, termination of service, maintenance of records, maintenance of shops and
establishments and other rights and obligations of the employers and employees. These shops and establishments
legislations, and the relevant rules framed thereunder, also prescribe penalties in the form of monetary fines or
imprisonment for the violation of their provisions.
Environmental Laws
Environment (Protection) Act, 1986 (“EPA”) and the Environment Protection Rules, 1986 (“EP Rules”)
The EPA provides for the protection and improvement of the environment. The EPA empowers the Central
Government to take all such measures as it deems necessary or expedient for the purpose of protecting and
improving the quality of the environment and preventing, controlling and abating environmental pollution. The
EPA prohibits any person carrying on any industry, operation or process from discharging, emitting or permitting
to be discharged or emitted any environmental pollutant in excess of prescribed standards. Further, it requires
persons handling hazardous substances to do so in accordance with such procedure, and in compliance with such
safeguards, as may be prescribed.
The EP Rules prescribe the standards for emission or discharge of environmental pollutants from industries,
operations or processes, for the purpose of protecting and improving the quality of the environment and preventing
and abating environmental pollution.
Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)
The Water Act provides for the prevention and control of water pollution and the maintaining or restoring of the
wholesomeness of water, and envisions the establishment of a central pollution control board and state pollution
control boards for this purpose. Any person establishing or taking steps to establish any industry, operation or
process, or any treatment and disposal system or extension or addition thereto, which is likely to discharge sewage
or trade effluent into a stream, well, sewer or on land is required to obtain the previous consent of the concerned
state pollution control board.
Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
The Air Act provides for the prevention, control and abatement of air pollution. The Air Act requires any person
establishing or operating any industrial plant in an air pollution control area to obtain previous consent from the
concerned state pollution control board. Further, it prohibits any person operating any industrial plant in an air
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prescribed standards.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Wastes
Rules”)
The Hazardous Wastes Rules pertain to the management, import, export, treatment, storage and disposal of
hazardous and other wastes. The Hazardous Wastes Rules impose on occupiers the responsibility to manage
hazardous and other wastes in a safe and environmentally sound manner. Authorisation must be obtained from
the concerned state pollution control board by occupiers of any facility undertaking activities including the
handling, generation, collection, storage, transport, use, transfer or disposal of hazardous and other wastes.
The Public Liability Insurance Act, 1991 (“PLI Act”) and Public Liability Insurance Rules, 1991 (“PLI
Rules”)
The primary objective of the PLI Act is to provide for public liability insurance for the purpose of providing
immediate relief to the persons affected by accident occurring while handling any hazardous substance and for
matters connected therewith or incidental thereto. The PLI Act imposes a duty on the ‘owner’ to take out insurance
policies before manufacturing, processing, treating, storing, packaging or transporting hazardous substances, for
any damage arising out of an accident involving such hazardous substances. Hazardous substances have to be
taken the meaning as provided under the Environment Protection Act and the list has been further enumerated by
the government by way of a notification. The penalty for contravention of the provisions of the PLI Act include
imprisonment or fine or both. Further the PLI Rules mandate that the ‘owner’ contributes towards the
Environmental Relief Fund a sum equal to the premium paid on the insurance policies.
Labour related legislations
The employment of workers, depending on the nature of the activity, is currently regulated by a wide variety of
generally applicable labour legislations, including the Industrial Disputes Act, 1947, the Contract Labour
(Regulation and Abolition) Act, 1970, Industrial Employment (Standing Orders) Act, 1946, the Payment of Wages
Act, 1936, the Minimum Wages Act, 1948, the Employees’ State Insurance Act, 1948, the Employees’ Provident
Funds and Miscellaneous Provisions Act, 1952, the Trade Unions Act, 1926, the Payment of Bonus Act, 1965,
the Equal Remuneration Act, 1976, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Child
Labour (Protection Regulation) Act, 1986, the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Apprentices Act, 1961.
In order to rationalise and reform labour laws in India, the Government has enacted the following codes:
© Code on Wages, 2019, which regulates, inter alia, the minimum wages payable to employees, the manner of
payment and calculation of wages and the payment of bonus to employees. It subsumes four existing laws,
namely the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965,
and the Equal Remuneration Act, 1976.
e Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions
of employment in industrial establishments and undertakings, and the investigation and settlement of
industrial disputes. It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders)
Act, 1946 and the Industrial Disputes Act, 1947.
© Code on Social Security, 2020, which amends and consolidates laws relating to social security. It governs the
constitution and functioning of social security organisations such as the employees’ provident fund and the
employees’ state insurance corporation, regulates the payment of gratuity, the provision of maternity benefits,
and compensation in the event of accidents to employees, among others. It subsumes various legislations
including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, and
the Payment of Gratuity Act, 1972.
© Occupational Safety, Health and Working Conditions Code, 2020, amends and consolidates laws regarding
the occupational safety, health and working conditions of persons employed in an establishment. It subsumes
various legislations including the Factories Act, 1948, and the Contract Labour (Regulation and Abolition)
Act, 1970.
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and Employment. The remainder of these codes shall come into force on the day that the Government shall notify
for this purpose.
Intellectual property laws
Trade Marks Act, 1999 (“Trade Marks Act”)
The Trade Marks Act provides for the registration and better protection of trade marks for goods and services and
for the prevention of the use of fraudulent marks. The registration of a trade mark under the Trade Marks Act
confers on the proprietor the exclusive right to the use of the trade mark, and the right to obtain relief in respect
of infringement of the trade mark. The registration of a trade mark shall be for a period of ten years, but may be
renewed from time to time as prescribed under the Trade Marks Act. The Trade Marks Act also prescribes
penalties for the falsification or false application of trade marks.
Designs Act, 2000 (“Designs Act”)
The Designs Act offers protection to designs, defined as the features of shape, configuration, pattern, ornament or
composition of lines or colours applied to any article whether in two dimensional or three dimensional or in both
forms, by any industrial process or means. It enables the registration of any new or original design not previously
published in any country and which is not contrary to public order or morality. A design may be registered in
respect of any article of manufacture.
Laws related to taxation
Some of the tax legislations that may be applicable to the operations of our Company include:
Central Goods and Services Tax Act, 2017, and various state-wise legislations made thereunder
Integrated Goods and Services Tax Act, 2017
Income Tax Act, 1961, as amended by the Finance Act in respective years
Customs Act, 1961
Indian Stamp Act, 1899, and various state-wise legislations made thereunder
State-wise legislations in relation to professional tax
Other laws
In addition to the above, our Company is also required to comply with the provisions of the Companies Act and
rules framed thereunder, foreign exchange and investment laws, foreign trade laws, and other applicable statutes
promulgated by the relevant Central and State Governments.
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Brief history of our Company
Our Company was incorporated as ‘Action Renewable Energy Private Limited’ pursuant to a certificate of
incorporation dated September 24, 2008, issued by the RoC. Thereafter, pursuant to a resolution passed by our
Shareholders in the extraordinary general meeting held on November 27, 2015, the name of our 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 our Company. Our Company was converted from a private limited
company to a public limited company, pursuant to a resolution passed by our Shareholders in the extraordinary
general meeting held on November 9, 2021, and consequently the name of our Company was changed to ‘Campus
Activewear Limited’, and a fresh certificate of incorporation dated November 22, 2021, was issued to our
Company by the RoC.
Change in registered office of our Company
Our Company has not changed its registered office since its incorporation.
Main Objects of our Company
The main objects contained in the Memorandum of Association of our Company are as mentioned below:
dy To carry on the business of manufacturers, processors, designer, buyers, sellers, exporters, importers,
stockists, franchisee repairers, and dealer of all kinds of footwears, shoes, sandals, chapels, boots, clogs,
laces, buckles, leggings, shoes polish, purses, bags, belts, uppers, sports goods and allied products,
whether made of plastic or any man made fibre, leather, synthetic canvas, or of other material or
substances, all kinds of fibrous material including high and low Density Polythelene, polepropoline,
polymers, low and high density polyethylene vinyl resins, acrylic resin, laminating material, paraffin wax,
plastic, resin, P.V.C., chemical and all kinds of articles and things made of plastic, rubber and allied
materials and to manufacture, process, buy, sell, import, export or otherwise deal in all such relevant
products, the raw materials, stores, packing material, by-products and allied commodities relevant to
footwears and shoes
1A. To carry on the business of manufacturers, processors, designer, buyers, sellers, importers, exporters,
dealers, franchisee, stockists, distributors, and suppliers of all kinds of readymade garments, coverings,
coated fabrics, textiles, hosiery and silk or merchandise of every kind and description and other production
goods, articles and things as are made from or with cotton, nylon, silk, polyester, acrylics, wool, jute and
other such kinds of fiber by whatever name called or made under any process, whether natural or artificial
and by mechanical or other means and all other such products of allied nature made thereof.
2. To purchase, sell, import, export, repair, manufacture or otherwise deal in all types of leather tanning
machines, leather sewing and cutting, finishing machines, tools and implements.
3. To carry on the business of manufacturers of and dealers in boots, shoes, clogs and all kinds of footwear
and leather and plastic goods, boots, laces, buckles, legging, boot polish and accessories and fittings.
4. To carry on the business of dealers, distributors agents, importers and exporters of boots, shoes and
footwear of all kinds made of leather, rubber canvass, plastic or any other synthetic or natural products,
waterproof, cloth or compounds, leather hides, skin, rexin, rubber, plastic for synthetic cloth, compounds
or granules, last, boot., trees , buckles, legging gaiters, heals, laces, boot polishes, protectors, accessories
and fittings used in or required for foot wears.
5. To take over the running business of manufacturing, assembly, marketing, distribution etc of footwear and
associated products of Nikhil International, proprietorship of Mr. Hari Krishan Agarwal, with registered
office at 42/42 West Punjab Bagh, New Delhi — 110026 (Delhi) and after takeover, all the assets and
liabilities of the above business of Nikhil International shall be succeeded by the Company
Amendments to our Memorandum of Association
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Prospectus:
Date of Shareholders’
resolution
Nature of Amendment
November 17, 2015
Clause III(A) of our Memorandum of Association, containing our main objects, was inserted to
replace the previous Clause III(A), in the following manner:
1. To carry on the business of manufacturers, processors, designer, buyers, sellers, exporters,
importers, stockists, franchisee repairers, and dealer of all kinds of footwears, shoes,
sandals, chapels, boots, clogs, laces, buckles, leggings, shoes polish, purses, bags, belts,
uppers, and allied products, whether made of plastic or any man made fibre, leather,
synthetic canvas, or of other material or substances, all kinds of fibrous material including
high and low Density Polythelene, polepropoline, polymers, low and high density
polyethylene vinyl resins, acrylic resin, laminating material , paraffin wax, plastic, resin,
P.V.C., chemical and all kinds of articles and things made of plastic, rubber and allied
materials and to manufacture, process, buy, sell, import, export or otherwise deal in all
such relevant products, the raw materials, stores, packing material, by-products and allied
commodities relevant to footwears and shoes
2. To purchase, sell, import, export, repair, manufacture or otherwise deal in all types of
leather tanning machines, leather sewing and cutting, finishing machines, tools and
implements.
3. Tocarry on the business of manufacturers of and dealers in boots, shoes, clogs and all kinds
of footwear and leather and plastic goods, boots, laces, buckles, legging, boot polish and
accessories and fittings.
4. To carry on the business of dealers, distributors agents, importers and exporters of boots,
shoes and footwear of all kinds made of leather, rubber canvass, plastic or any other
synthetic or natural products, waterproof, cloth or compounds, leather hides, skin, rexin,
rubber, plastic for synthetic cloth, compounds or granules, last, boot., trees , buckles,
legging gaiters, heals, laces, boot polishes, protectors, accessories and fittings used in or
required for foot wears.
Clause III(B) of our Memorandum of Association, containing matters in furtherance of the main
objects of our Company, was inserted to replace the previous Clause III(B), to reflect the new
objects inserted in Clause III(A).
November 27, 2015
Clause I of our Memorandum of Association was amended to reflect the change in name of our
Company to ‘Campus Activewear Private Limited’,
March 16, 2017
Clause III(B) of our Memorandum of Association, containing matters necessary for the
furtherance of the main objects of our Company, was inserted to replace the erstwhile Clauses
II1(B) and I1I(C), pursuant to the introduction of the Companies Act, 2013.
March 22, 2017
Clause III(A) of our Memorandum of Association, containing the main objects of our Company,
was amended to insert the following sub-clause:
5. To take over the running business of manufacturing, assembly, marketing, distribution etc of
footwear and associated products of Nikhil International, proprietorship of Mr. Hari Krishan
Agarwal, with registered office at 42/42 West Punjabi Bagh, New Delhi — 110026 (Delhi) and
after takeover, all the assets and liabilities of the above business of Nikhil International shall
be succeeded by the Company.
March 30, 2017
Clause V of our Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from % 5,000,000 divided into 500,000 equity shares
of % 10 each, to % 1,535,000,000 divided into 500,000 equity shares of & 10 each and
153,000,000 preference shares of € 10 each.
September 27, 2019
Clause V of our Memorandum of Association was amended to reflect the increase in the
authorised share capital of our Company from & 1,535,000,000 divided into 500,000 equity
shares of € 10 each and 153,000,000 0.0001% redeemable preference shares of @ 10 each, to %
4,535,000,000 divided into 300,500,000 equity shares of & 10 each and 153,000,000 0.0001%
redeemable preference shares of 2 10 each.
February 7, 2020
Clause I1I(B) of our Memorandum of Association was amended to include the following sub-
clause:
37. To borrow or raise money, or to receive money on deposit or loan at interest or otherwise
in such manner as the Company may think fit.
February 9, 2021
Clause V of our Memorandum of Association was amended to reflect the reclassification of the
authorised share capital of our Company from % 4,535,000,000 divided into 300,500,000 equity
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Date of Shareholders’
resolution
Nature of Amendment
shares of % 10 each and 153,000,000 redeemable preference shares of & 10 each, to 2
4,535,000,000 divided into 453,500,000 equity shares of € 10 each.
Clause III(A) of our Memorandum of Association was amended to insert the phrase ‘sports
goods’ into the existing sub-clause 1, such that clause 1 reads as follows:
1. To carry on the business of manufacturers, processors, designer, buyers, sellers, exporters,
importers, stockists, franchisee repairers, and dealer of all kinds of footwears, shoes, sandals,
chapels, boots, clogs, laces, buckles, leggings, shoes polish, purses, bags, belts, uppers, sports
goods and allied products, whether made of plastic or any man made fibre, leather, synthetic
canvas, or of other material or substances, all kinds of fibrous material including high and low
Density Polythelene, polepropoline, polymers, low and high density polyethylene vinyl resins,
acrylic resin, laminating material, paraffin wax, plastic, resin, P.V.C., chemical and all kinds
of articles and things made of plastic, rubber and allied materials and to manufacture, process,
buy, sell, import, export or otherwise deal in all such relevant products, the raw materials,
stores, packing material, by-products and allied commodities relevant to footwears and shoes
Clause III(A) of our Memorandum of Association was amended to insert the following sub-
clause as a main object of our Company:
1A. To carry on the business of manufacturers, processors, designer, buyers, sellers, importers,
exporters, dealers, franchisee, stockists, distributors, and suppliers of all kinds of readymade
garments, coverings, coated fabrics, textiles, hosiery and silk or merchandise of every kind and
description and other production goods, articles and things as are made from or with cotton,
nylon, silk, polyester, acrylics, wool, jute and other such kinds of fiber by whatever name called
or made under any process, whether natural or artificial and by mechanical or other means
and all other such products of allied nature made thereof.
November 9, 2021 Clause I of our Memorandum of Association was amended to reflect the change in name of our
Company from ‘Campus Activewear Private Limited’ to ‘Campus Activewear Limited’,
pursuant to the conversion of our Company from a private limited company to a public limited
company.
Clause V of our Memorandum of Association was substituted with the following, pursuant to
the sub-division of equity shares:
V. The Authorised Share Capital of the Company is Rs. 435,50,00,000/- divided into
90,70,00,000equity shares of Rs. 5/- each.
Major events and milestones of our Company
The table below sets forth the key events in the history of our Company and our business:
Fiscal Year Particulars
2006 Introduced the ‘CAMPUS* brand
2012 Revenue of Nikhil International crossed % 1,000 million
Acquisition of the business of Nikhil International pursuant to a business succession agreement dated March
2017 22, 2017
Investment in M/s Ankit International pursuant to a deed of admission dated March 25, 2017
Achieved total income of over 2 5,000 million
2018 Investment by TPG Growth III SF Pte. Ltd. and QRG Enterprises Limited in our Company through the
purchase and subscription of equity shares of our Company
Commissioned our uppers manufacturing facility in Haridwar, as part of the backward integration of our
2020 manufacturing process
Launched % 3,000+ MRP shoes
Conversion of M/s Ankit International into Campus AI Private Limited, our wholly-owned Subsidiary
2021 Commissioned our soles manufacturing facility in Ganaur, to further the backward integration of our
manufacturing process
2022 Number of exclusive brand outlets of our Company reached 85 as on December 31, 2021
Awards, accreditations or recognitions
The following are the key awards, accreditations and recognitions received by our Company:
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Calendar Particulars
Year
2018 Emerging Brand Award at the Brand Excellence Awards
2019 ISO 9001:2015 for quality management system in conformance with the International Quality System
Standard for our manufacturing units at Baddi, Dehradun, Haridwar and Ganaur
Launch of key products or services, entry or exit in new geographies
For details of launch of key products or services and entry in new geographies or exit from existing markets, see
“Our Business” on page 169.
Financial or strategic partners
Our Company does not have any financial or strategic partners as on the date of filing this Prospectus.
Time or cost overruns
There have been no time or cost overruns pertaining in the setting up of projects by our Company since
incorporation.
Defaults or rescheduling/restructuring of borrowings with financial institutions/banks
Our Company has not defaulted on repayment of any loan availed from any banks or financial institutions. The
tenure of repayment of any loan availed by our Company from banks or financial institutions has not been
rescheduled, nor have any of our borrowings from banks or financial institutions been restructured.
Revaluation of assets
Except as stated below, our Company has not revalued its assets in the 10 years preceding the date of this
Prospectus:
Pursuant to the business succession agreement dated March 22, 2017, entered into with Hari Krishan Agarwal, in
his capacity as the sole proprietor of Nikhil International (“Business Succession Agreement”) in relation to
transfer of business of Nikhil International, the assets acquired pursuant to the business transfer were revalued in
Fiscal 2017. Subsequently, at the time of first time adoption of IND AS in Fiscal 2018, the effect of the above
revaluation was reversed and the fixed assets which had been revalued earlier were stated at their written down
value with effect from April 1, 2017.
Our holding company
As on the date of this Prospectus, our Company does not have a holding company.
Our Subsidiary
As on the date of this Prospectus, our Company has one Subsidiary:
1. Campus AI Private Limited (“CAIPL”)
CAIPL was incorporated as a private limited company on February 7, 2020, under the Companies Act, 2013, with
the Registrar of Companies, Central Registration Centre at Manesar, pursuant to its conversion from a partnership
firm, M/s Ankit International, to a private limited company, and bears the corporate identification number
U19129DL2020PTC361605. Its registered and corporate office is situated at J-17, Udyog Nagar, New Delhi,
North Delhi, Delhi 110041, India.
CAIPL is currently engaged in the business of manufacturing footwear.
The authorised share capital of CAIPL is = 2,000,000 divided into 200,000 equity shares of = 10 each. The issued,
subscribed and paid-up equity share capital of CAIPL is = 1,985,830 divided into 198,583 equity shares of = 10
each.
The shareholding pattern of CAIPL as on the date of this Prospectus is as follows:
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Number of equity Percentage of the issued and
Name of the shareholder ne pandas aise Capi (0)
Campus Activewear Limited 198,583* 100
Total 198,583 100
* Of which 3,665 shares held by Dimple Mirchandani, 1 share held by Hari Krishan Agarwal, 1 share held by Nikhil Aggarwal, 1 share held
by Vinod Aggarwal, 1 share held by Prerna Aggarwal and 1 share held by Raman Chawla, each as nominees of our Company.
Our Company has filed a scheme of arrangement before the NCLT, New Delhi, for the amalgamation of CAIPL.
with our Company. For further details, see “~ Mergers or amalgamations” on page 220.
There are no accumulated profits or losses of CAIPL not accounted for by our Company.
Business interests in our Company
Other than as mentioned in this section, and in “Other Financial Information — Related Party Transactions” and
“Our Business” on pages 322 and 169 respectively, our Subsidiary has no business interests in our Company.
Our associates
As on the date of this Prospectus, our Company has no associates.
Our joint ventures
As on the date of this Prospectus, our Company has no joint ventures.
Common pursuits
Our Subsidiary, Campus AI Private Limited, is engaged in business similar to the business of our Company. As.
our Subsidiary is a wholly-owned subsidiary of our Company, there are no conflicts of interest on account of such
common pursuits. Further, our Company has filed a scheme of arrangement before the NCLT, New Delhi, for the
amalgamation of our Subsidiary with our Company. For further details about the scheme of arrangement, see “—
Mergers or amalgamations” on page 220. For further details of related party transactions and their significance
on the financial performance of our Company, see “Financial Statements” on page 249.
Confirmations
Our Subsidiary is not listed on any stock exchange in India or abroad. Further, the securities of our Subsidiary
have not been refused listing by any stock exchange in India or abroad, nor has our Subsidiary failed to meet the
listing requirements of any stock exchange in India or abroad, to the extent applicable.
Details regarding acquisition or divestment of business or undertakings
Except as disclosed below, there have been no material acquisitions or divestments of business or undertakings
by our Company in the last 10 years:
Transfer of business of Nikhil International
Our Company entered into a business succession agreement dated March 22, 2017 with Hari Krishan Agarwal, in
his capacity as the sole proprietor of Nikhil International (“Business Succession Agreement”). Pursuant to the
Business Succession Agreement, the business of manufacture and distribution of shoes by Nikhil International, a
sole proprietorship firm, including its assets, liabilities, data and records, contracts, employees, insurance policies,
goodwill, business leasehold property, government authorisations, and current assets, was transferred as a going
concern to our Company through a slump sale for a lump sum consideration of = 1,530,000,000 with effect from
March 31, 2017. Pursuant to the Business Succession Agreement, the properties leased from the respective
authorities and located at: (i) Plot bearing numbers C-9, Industrial Area, Selaqui, Dehradun, Uttarakhand; (ii) Plot
bearing number C-10, Industrial Area, Selaqui, Dehradun, Uttarakhand; and (iii) Plot bearing number 61,
HIMUDA, Bhatoli-Kalan, Baddi, Distt. Solan (Himachal Pradesh), were transferred to our Company.
Transfer of business of Kabeer Textiles Private Limited
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Limited (“Business Transfer Agreement”). Pursuant to the Business Transfer Agreement, the business of
manufacture and distribution of shoes by Kabeer Textiles Private Limited, including its assets, liabilities, data and
records, contracts, employees, insurance policies, goodwill, government authorisations, and current assets, was
transferred as a going concern to our Company through a slump sale for a lump sum consideration of % 100,000
with effect from March 31, 2017.
Acquisition of our manufacturing facility at Haridwar
Our Company entered into an agreement to sell dated May 26, 2017, with Anil Kumar Aggarwal, sole proprietor
of Nikhil Udyog pursuant to which our Company acquired rights over the industrial land at Plot No. 39-40, Sector
8A, LI-E.BHEL, Haridwar, along with the constructed building, plant and machinery situated on the land, for a
total consideration of % 46.10 million.
Investment in M/s Ankit International
Our Company entered into a deed of admission dated March 25, 2017 (“Deed of Admission”), with Hari Krishan
Agarwal and Nikhil Aggarwal, partners in the firm M/s Ankit International, a partnership firm carrying on the
business of manufacturing and trading of footwear. Pursuant to the Deed of Admission, our Company invested a
sum of = 200.00 million and was admitted as a partner in M/s Ankit International. Further, 99.00% of the net
annual profit/loss of M/s Ankit International was apportioned to our Company. M/s Ankit International was
converted into a private limited company, Campus AI Private Limited, pursuant to a certificate of incorporation
dated February 7, 2020, issued by the Registrar of Companies, Delhi & Haryana at Manesar. M/s Ankit
International held leasehold rights to the land situated at Plot No. 62, Industrial Area, Baddi Bhatoli-Khalan
District-Solan, Himachal Pradesh, and Plot No. 63, Industrial Area, Baddi Bhatoli-Kalan District-Solan, Himachal
Pradesh. For further details, see “~ Our Subsidiary” on page 218.
Mergers or amalgamations
Except as disclosed below, our Company has not been party to any merger or amalgamation in the 10 years
preceding the date of this Prospectus:
Our Company has 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 NCLT, New Delhi on March 25, 2021.
Pursuant to the Scheme, Campus AI Private Limited (“CAIPL”), our wholly-owned Subsidiary, is proposed to
be amalgamated with our Company. The Scheme was approved by our Board on November 11, 2020. The
rationale for the proposed Scheme is to realise the benefits of greater business synergies and reduced
administrative and other costs, since CAIPL and our Company are engaged in similar business services. The
appointed date for the Scheme is April 1, 2020, or such other date as may be approved by the NCLT, New Delhi.
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 our Company. Since CAIPL is a wholly-owned subsidiary of our Company,
no new shares will be issued pursuant to the Scheme. The Scheme is pending approval by the NCLT, New Delhi,
and the date of hearing has been fixed at May 19, 2022. Our Company has been compliant with the orders issued
by the NCLT pursuant to the Scheme.
Shareholders’ agreements
Details of subsisting shareholder’s agreements among our shareholders vis-a-vis our Company, which our
Company is aware of, as on the date of this Prospectus, are provided below:
Share subscription and purchase agreement dated August 30, 2017, executed between TPG Growth III SF Pte.
Ltd. (the “TPG Investor”), ORG Enterprises Limited (the “ORG Investor”, and together with the TPG Investor,
the “Investors”), Rajiv Goel, Rajesh Kumar Gupta (collectively, the “Additional Investors”), our Company and
our Promoters (all collectively, the “Parties”)
Our Company entered into a share subscription and purchase agreement dated August 30, 2017 with the TPG
Investor, the QRG Investor, the Additional Investors and our Promoters (the “SSPA”) to raise capital for the
purpose of expanding our business. Pursuant to the SSPA, our Company offered for subscription 15,958 equity
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on a fully diluted basis, and 1,373 equity shares of face value of % 10 to the QRG Investor, constituting 1.41% of
the equity share capital of our Company on a fully diluted basis, for an aggregate subscription price of = 2,920.27
million. In addition, Nikhil Aggarwal, the Promoter of our Company, offered for sale 2,440 equity shares, 60
equity shares and 119 equity shares to the QRG Investor, Rajiv Goel and Rajesh Kumar Gupta respectively,
constituting 2.51%, 0.06% and 0.12% respectively of the equity share capital of our Company on a fully diluted
basis, for an aggregate purchase price of 2 441.00 million.
Shareholders’ agreement dated August 30, 2017, executed between TPG Growth III SF Pte. Ltd. (the “TPG
Investor”), QRG Enterprises Limited (the “QRG Investor”, and together with the TPG Investor, the
“Investors”), Rajiv Goel, Rajesh Kumar Gupta (together with Rajiv Goel, the “Additional Investors”), our
Company and our Promoters (all collectively, the “Parties”), as amended by the amendment agreement dated
December 10, 2021, entered into amongst the Parties, Salisbury Investments Private Limited and Kumud
Vaidya (the “Amendment Agreement”) and the deed of adherence dated November 18, 2021, entered into
between the Parties, Salisbury Investments Private Limited, Chaitanya Vaidya and Kumud Vaidya (the “New
Shareholders”, and such deed of adherence, the “Deed of Adherence”)
Our Company, the TPG Investor, the QRG Investor, the Additional Investors and our Promoters have entered into
a shareholders’ agreement dated August 30, 2017, (the “SHA”) to govern the management, conduct of affairs,
rights of shareholders, and related matters pertaining to our Company and the other Parties’ inter-se relationship
and matters thereto.
Pursuant to the SHA, the Investors were entitled to nominate such number of Directors as is proportionate to their
percentage shareholding in our Company on a fully diluted basis, with a minimum of two Directors, provided that
their shareholding does not fall below 5% of the equity share capital of our Company on a fully diluted basis
(“Governance Rights Threshold”). In addition, our Promoters are entitled to nominate up to four Directors, and
jointly with the TPG Investor, shall nominate one independent director. Further, pursuant to the SHA, prior
approval of at least one TPG Investor Director was required in respect of matters including, but not limited to,
changes to the charter documents of our Company, any change in the authorized, issued, subscribed or paid up
equity or preference share capital of the Company, or reorganization of the share capital of the Company, including
amending or changing, directly or indirectly, the rights associated therewith, issuance of any new securities
including the Equity Securities, any redemption, buy-back, capital reduction, consolidation, or any other change
in the capital structure, the initial public offer of our Company’s shares (other than qualified initial public offer),
and the appointment or removal of independent directors to our Board or any appointment, dismissal or
termination of the chief executive officer, chief financial officer, chief operating officer or any other functional or
operation head of the Company where such functional or operational head is drawing remuneration more than =
2.00 million per annum (all such matters collectively, “Affirmative Vote Matters”), provided that the
shareholding of the Investors was equal to, or above, the Governance Rights Threshold.
In respect of transferability of securities held by the parties to the SHA, the Investors, and each Promoter and their
respective affiliates, have the right to freely transfer the securities held by them, subject to certain conditions
outlined in the SHA. In the event of the transfer of the equity shares by any other Shareholder and/or their affiliate,
the TPG Investor is entitled to exercise its right of first refusal, or exercise a tag along right in respect of the
securities held by the Investors. The QRG Investor may similarly exercise its right of first refusal if the TPG
Investor exercises its right of first refusal, but not if the TPG Investor exercises its tag along right or if the TPG
Investor does not exercise its first refusal right or rejects the offer to purchase the TPG offered securities. Further,
the QRG Investor is entitled to exercise its tag along right with respect to the sale of the securities held by the
TPG Investor. The QRG Investor may freely transfer the securities held by it with the prior written consent of the
TPG Investor and subject to the TPG Investor’s exercise of its right of first refusal. The Investors are also entitled
to exercise a put option, in accordance with the conditions outlined in the SHA. In furtherance of the exercise of
the put option by the Investors, the TPG Investor is entitled to exercise a right to call upon all the other shareholders
to transfer such number of securities held by them simultaneously with all the Investor securities such that the
aggregate number of securities being transferred by the TPG Investor and the drag transferors would result in a
potential transferee acquiring both: (a) securities constituting not less than 51% of the equity share capital (on a
fully diluted basis); and (b) the right to appoint a majority of directors to the board (such right of the TPG Investor,
the “Control Drag Along Right”). Our Promoters may exercise a right of first offer in respect of the within 15
days of the TPG Investor notifying the Promoters of its intention to exercise the Control Drag Along Right in
accordance with the SHA. Pursuant to the SHA, the Additional Investors shall have all the obligations of the QRG
Investor, and certain specified rights available to the QRG Investor, including pre-emptive rights and exit rights
in the event of a qualified initial public offer.
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Company, anti-dilution rights in the event that our Company issues equity shares to a third party at a price per
share lower than the price per share paid by the Investors, and exit rights in the event of a qualified initial public
offer. Upon the successful competition of a qualified initial public offer, the Investors will retain those rights
pertaining to the nomination of Directors and appointment of observer to the Board. Further, the Investor directors
shall have a right to information and reports as available to a director under applicable laws. Where such qualified
initial public offer necessitates the alteration of the class of any of the Equity Shares, or the rights attached thereto,
or the rights available to the Investors under the SHA and the SSPA, and such qualified initial public offer has not
been completed within 18 months of the date of approval of the draft red herring prospectus by SEBI, our
Company and Promoters are required to undertake all necessary actions as may be required to ensure the
reinstatement of all such rights immediately.
Pursuant to the Deed of Adherence, the New Shareholders undertook to be bound by the terms of the SHA, to the
extent specified in the Deed of Adherence, pursuant to the proposed transfer by Hari Krishan Agarwal of 507,200
Equity Shares to Salisbury Investments Private Limited, 126,800 Equity Shares to Chaitanya Vaidya and 126,800
Equity Shares to Kumud Vaidya. Subsequently, Hari Krishan Agarwal transferred 507,200 shares to Salisbury
Investments Private Limited and 126,800 shares to Kumud Vaidya.
The Parties entered into the Amendment Agreement, pursuant to which the SHA will terminate upon the listing
and trading of the Equity Shares on the Stock Exchanges, pursuant to the Offer. For the purposes of the Offer, the
Parties have waived their respective rights in relation to, amongst others, the nomination of directors to the Board,
and the first refusal rights and tag along rights with respect to the Equity Shares proposed to be transferred by the
Promoters as part of the Offer. Further, the Parties have agreed to suspend, amongst others, with effect from the
date of filing the Red Herring Prospectus with the Registrar of Companies, their rights in relation to the
appointment of observers to the Board by the Investors and the receipt of information and reports by the Investors
until the earlier of (i) the date of listing of the Equity Shares on the Stock Exchanges pursuant to the completion
of the Offer, or (ii) the date of failure of the listing of the Equity Shares on the Stock Exchanges pursuant to the
Red Herring Prospectus, or (iii) the date on which the Company and the Selling Shareholders jointly decide not
to undertake the Offer.
Accordingly, following the listing of the Equity Shares on the Stock Exchanges pursuant to the completion of the
Offer, there shall be no special rights available to any of the Shareholders.
Agreements with Key Managerial Personnel, Director, Promoter or any other employee
Neither our Promoters, nor any of the Key Managerial Personnel, Directors or employees of our Company have
entered into an agreement, either by themselves or on behalf of any other person, with any Shareholder or any
other third party with regard to compensation or profit sharing in connection with the dealings of the securities of
our Company. There are no profit-sharing arrangements involving the Company, Promoters, members of the
Promoter Group or Directors, in connection with dealings in the securities of the Company.
Guarantees given by our Promoter Selling Shareholders
As on the date of this Prospectus, the Promoter Selling Shareholders have not given any guarantees to third parties.
Other agreements
Except as disclosed in this Prospectus and as set out below, our Company has not entered into any other subsisting
material agreement, including with strategic partners, joint venture partners and/or financial partners, other than
in the ordinary course of business:
Acquisition of land situated in Ganaur
Our Company entered into a sale deed dated October 27, 2017, with Omwati, Praveen, Pramod, Balwan Singh,
Kaptan Singh and Shamsher Singh, pursuant to which the land at Khewat No. 76, Khata No. 83 and Kila
Numbers 68/1, 2, 3, 8, 9, 10/1 situated in village Panchigujran, Tehsil Ganaur, District Sonipat, was sold to
our Company for a total consideration of = 71.46 million. Our manufacturing facility at Ganaur, set up in Fiscal
2021, has been built on this land.
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arrangements entered into by and among Shareholders, or material deeds of assignment, acquisition agreements,
shareholders’ agreements, or agreements of like nature, or agreements comprising material clauses/covenants that
are required to be disclosed in this Prospectus or containing clauses/covenants that are adverse/prejudicial to the
interest of minority/public shareholders.
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Board of Directors
The Articles of Association require that our Board shall consist of not less than three Directors and not more than
15 Directors. As on the date of filing this Prospectus, we have eight Directors on our Board, of whom four are
Independent Directors, including one woman Director. Our Company is in compliance with the corporate
governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the
composition of our Board and constitution of committees thereof.
The following table sets forth the details of our Board as on the date of this Prospectus:
Name, designation, date of birth, address, occupation, ‘Age Other directorships
current term, date of appointment and DIN (years)
Hari Krishan Agarwal 66 lindian Companies:
Designation: Chairman and Managing Director 1. Campus Al Private Limited
2. HKV Services Private Limited
Date of birth: April 5, 1956 3. HINA Services Private Limited
Address: House No-42, Road No-42, West Punjabi Bagh, Foreign Companies:
Punjabi Bagh, West Delhi, Delhi — 110026
Nil.
Occupation: Business
Current term: Until December 1, 2024, and not liable to
retire by rotation
Period of directorship: Since March 1, 2017
DIN: 00172467
Nikhil Aggarwal 36 |Indian Companies:
Designation: Whole-Time Director and CEO 1. Campus AI Private Limited
2. Action Drilling Private Limited
Date of birth: July 22, 1985
Foreign Companies:
Address: House No-42, Road No-42, Punjabi Bagh, West
Delhi, Delhi 110026 Nil.
Occupation: Business
Current term: Until December 1, 2024, and liable to retire
by rotation
Period of directorship: Since September 24, 2008
DIN: 01877186
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Name, designation, date of birth, address, occupation, Age Other directorships
current term, date of appointment and DIN (years)
Anil Rai Gupta 53 lindian Companies:
Designation: Non-Independent Non-Executive Director 1. Havells India Limited
2. QRG Enterprises Limited
Date of birth: April 20, 1969 3. QRG Investments and Holdings
Limited
Address: QRG Niwas, 1 Raj Narain Marg, Civil Lines, 4, International Foundation for Research
North Delhi, Delhi — 110054 and Education
Occupation: Business Foreign Companies:
Current term: Liable to retire by rotation 1. Havells Holdings Limited
Period of directorship: Since September 4, 2017
DIN: 00011892
Ankur Nand Thadani 38 Indian Companies:
Designation: Non-Independent Non-Executive Director 1. Solara Active Pharma Sciences Limited
2. Steriscience Specialities Private Limited
Date of birth: April 1, 1984 3. Fourth Partner Energy Private Limited
4. API Holdings Private Limited
Address: 1101 Floor 11 Monte Carlo, Opp P and T Colony 5. Stelis Biopharma Limited
Madan Mohan Malviya Road, Mulund West, Mumbai, 6. Rhea Healthcare Private Limited
Mumbai Suburban, Maharashtra — 400080 7. Nova Medical Centers Private Limited
8. Quality Care India Limited
Occupation: Professional 9. Tata Passenger Electric Mobility
Limited
Current term: Liable to retire by rotation
Foreign Companies:
Period of directorship: Since September 24, 2021
Nil.
DIN: 03566737
Anil Kumar Chanana 63 Indian Companies:
Designation: Independent Director 1. Servacio Consulting Private Limited
2. Medi Assist Healthcare Services
Date of birth: April 15, 1958 Limited
3. DFM Foods Limited
Address: Pent House-1, Tower-J, Central Park-1, Sector- 4, RA Chem Pharma Limited
42, Galleria DLF-IV, Gurgaon, Haryana — 122009 5. ZCL Chemicals Limited
Occupation: Professional |Foreign Companies:
Current term: Until August 31, 2026 Nil.
Period of directorship: Since September 24, 2021
DIN: 00466197
Madhumita Ganguli 65 |Indian Companies:
Designation: Independent Director 1. CL Educate Limited
2. Indraprastha Medical Corporation
Date of birth: September 22, 1956 Limited
3. Transunion Cibil Limited
Address: R-302, Greater Kailash Part-1, Greater Kailash, 4. HDFC Credila Financial Services
South Delhi, Delhi — 110048 Limited
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Name, designation, date of birth, address, occupation, Age Other directorships
current term, date of appointment and DIN (years)
Occupation: Service [Foreign Companies:
Current term: Until August 31, 2026 Nil.
Period of directorship: Since September 24, 2021
DIN: 00676830
Nitin Savara 43 [Indian Companies:
Designation: Independent Director 1, Campus Al Private Limited
Date of birth: February 19, 1979 Foreign Companies:
Address: E 116, Saket, Delhi, 110017 Nil.
Occupation: Professional
Current term: Until October 31, 2026
Period of directorship: Since November 17, 2021
DIN: 09398370
Jai Kumar Garg 62 lindian Companies:
Designation: Independent Director 1. NKC Projects Private Limited
Date of birth: January 10, 1960 Foreign Companies:
Address: A22 Flat no. D-3, near Kailash Colony metro Nil.
station, Kailash Colony, Greater Kailash, South Delhi,
Delhi, 110048
Occupation: Retired bank executive
Current term: Until December 1, 2026
Period of directorship: Since December 18, 2021
DIN: 07434619
Brief profiles of our Directors
Hari Krishan Agarwal is the Chairman and Managing Director of our Company. He has not completed his
formal education. He has over 37 years of experience in the footwear industry in India.
Nikhil Aggarwal is a Whole-Time Director and the CEO of our Company. He holds a bachelor of science in
industrial engineering from Purdue University. He received semester honors and citation on the dean’s list for
outstanding scholarship performance for the spring semester 2004 at Purdue University. Further, he attended the
Summer School Programme at the London School of Economics in 2007. He has completed the TPG-INSEAD
C-Suite Workshop and the Leading The Effective Sales Force INSEAD Executive Education programmes held at
INSEAD, Singapore. He has approximately 14 years of experience in the footwear manufacturing and trading
sector.
Anil Rai Gupta is a Non-Independent Non-Executive Director on the Board of our Company. He holds a master
of business administration from the Babcock Graduate School of Management, Wake Forest University. He has
approximately 29 years of experience in the consumer electrical goods sector.
Ankur Nand Thadani is a Non-Independent Non-Executive Director on the Board of our Company. He holds a
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He is also associated with TPG Capital India Private Limited.
Anil Kumar Chanana is an Independent Director on the Board of our Company. He holds a bachelor’s degree
in commerce (honours course) from the University of Delhi and has completed the financial management program
at the Graduate School of Business, Stanford University. He is an associate member of the Institute of Chartered
Accountants of India. He has approximately 38 years of experience in handling finance functions, including in the
information technology sector, and in providing consultancy services. He has previously served as the chief
financial officer of HCL Technologies Limited, and has previously been associated with CMC Limited and
Ansaldo Impianti SpA.
Madhumita Ganguli is an Independent Director on the Board of our Company. She holds a bachelor of science
and a bachelor of laws from the University of Delhi. She has approximately over 40 years of experience in the
financial services sector. She serves as a member of the executive management of Housing Development and
Finance Corporation Limited.
Nitin Savara is an Independent Director on the Board of our Company. He is an associate member of the Institute
of Chartered Accountants of India. He holds a bachelor of laws from Chaudhary Charan Singh University, Meerut,
and a bachelor of commerce (honours course) from the University of Delhi. He has approximately 18 years of
experience in accountancy and advisory services. He has previously been a partner at Ernst & Young LLP and
BMR Advisors LLP. He is the deputy chief financial officer of Zomato Limited.
Jai Kumar Garg is an Independent Director on the Board of our Company. He holds a bachelor of commerce
from Kurukshetra University. He is an associate member of the Institute of Chartered Accountants of India, a
certified associate of the Indian Institute of Bankers and an honorary fellow of the Indian Institute of Banking and
Finance. He has previously served as the executive director of UCO Bank and the managing director and chief
executive officer of Corporation Bank, and has handled functions including overseeing banking operations, credit
management, finance and risk management.
Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any listed company, whose shares have been or were suspended from
being traded on any stock exchanges, in the last five years prior to the date of this Prospectus, during the term of
their directorship in such company.
Further, except as disclosed below, none of our Directors is, or was, a director of any listed company, which has
been or was delisted from any stock exchange during the term of their directorship in such company:
S. | Name of | Nameof | Date of ‘Whether the | Reasons Whethe | Date of Name of Term of
N | the the stock | delistingon | delisting was | for rthe relisting, | the stock | director
o. | compan | exchange | stock compulsory | delisting | compan | in the exchange(s) | ship
y (s) on exchange or voluntary y has event the | onwhich | in the
which the delisting been company | the compan
company relisted | is company | y
was listed relisting was relisted
Anil Rai Gupta
1. | Havells Delhi October 23, | Voluntary Voluntary | No NA NA Director
India Stock 2003 delisting since
Limited | Exchange from Septemb
inactive er 30,
stock 1992
exchanges
Jaipur June 23,2000 | Voluntary Voluntary | No NA NA
Stock delisting
Exchange from
inactive
stock
exchanges
‘Ahmedab | May 2009 Voluntary Voluntary | No NA NA
ad Stock delisting
Exchange from
inactive
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stock
exchanges
Relationships between our Directors and Key Managerial Personnel
Except for Hari Krishan Agarwal and Nikhil Aggarwal, being father and son, respectively, none of our Directors
are relatives (as defined in the Companies Act, 2013) of each other or of any of our Key Managerial Personnel.
Arrangement or understanding with major Shareholders, customers, suppliers or others
None of our Directors have been appointed on our Board pursuant to any arrangement with our major
shareholders, customers, suppliers or others.
Service contracts with Directors
Our Company has not entered into any service contracts with our Directors which provide for benefits upon the
termination of their employment.
Borrowing Powers
In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant
to a resolution of our Shareholders dated December 10, 2021, our Board is authorised to borrow any sum or sums
of money, notwithstanding that the monies to be borrowed together with the monies already borrowed by the
Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business)
at any time shall not exceed % 5,000.00 million.
Terms of appointment of our Directors
a) Terms of employment of our Executive Directors
Hari Krishan Agarwal, Chairman and Managing Director
Hari Krishan Agarwal was appointed as the Chairman and Managing Director of our Company pursuant
to the resolutions passed by our Board and our Shareholders on December 10, 2021, for a period from
December 10, 2021, until December 1, 2024. Pursuant to the resolution passed by our Board on December
10, 2021, the resolution of our shareholders approved in their general meeting held on December 10, 2021,
and the agreement dated December 13, 2021, entered into between our Company and Hari Krishan
Agarwal, the remuneration that Hari Krishan Agarwal is entitled to is as set out below:
¢ Salary of = 50.00 million per annum;
© Contributions to the provident fund, family benefit fund, superannuation fund and gratuity as per the
rules of the Company;
*¢ Commission of 1.00%, based on profit before tax; and
¢ Such other allowances, perquisites, amenities, facilities and benefits as applicable to the chairman and
managing director, as per the rules of the Company and as may be approved by the Board of Directors.
Nikhil Aggarwal, Whole-Time Director and CEO
Nikhil Aggarwal was appointed as the CEO of our Company on August 29, 2017, and the Whole-Time
Director of our Company pursuant to the resolutions passed by our Board and our Shareholders on
December 10, 2021, for a period from December 10, 2021, until December 1, 2024. Pursuant to the
resolution passed by our Board on December 10, 2021, the resolution of our shareholders approved in their
general meeting held on December 10, 2021, and the agreement dated December 13, 2021, entered into
between our Company and Nikhil Aggarwal, the remuneration that Nikhil Aggarwal is entitled to is as set
out below:
e Salary of 2 20.00 million per annum;
Contributions to the provident fund, family benefit fund, superannuation fund and gratuity as per the
rules of the Company;
¢ Commission of 0.75%, based on profit before tax; and
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director and chief executive officer, as per the rules of the Company and as may be approved by the
Board of Directors.
b) Sitting fees and commission to Non-Independent Non-Executive Directors and Independent Directors
None of our Non-Independent Non-Executive Directors are entitled to receive any sitting fees or
commission.
Pursuant to a resolution of the Board dated September 24, 2021, our Independent Directors are entitled to
receive sitting fees of 2 0.10 million for attending each meeting of our Board and the committees constituted
of the Board and are additionally entitled to a profit related commission of 2 1.00 million per annum. Further,
our Independent Directors may be reimbursed for expenses as permitted under the Companies Act and the
SEBI Listing Regulations.
Except as disclosed above, our Company has not entered into any contract appointing or fixing the remuneration
of a Director, whole-time Director, or manager in the two years preceding the date of this Prospectus.
Payments or benefits to our Directors
a) Executive Directors
The table below sets forth the details of the remuneration paid to our Executive Directors for the Fiscal
2021:
(in million)
Re Name of the Executive Director Remuneration for Fiscal 2021
1. ___| Hari Krishan Agarwal 48.50
2.__ | Nikhil Aggarwal 13.92
b) Non-Independent Non-Executive Directors and Independent Directors
Except as disclosed below, no payments were made to our Non-Independent Non-Executive Directors or
our Independent Directors, for the Fiscal 2021:
(in million)
ae Name of the Director Designation Remuneration for Fiscal 2021
1. | Vinod Aggarwal Non-Independent Non-Executive 12.00
Director
Remuneration paid or payable to our Directors by our Subsidiary:
No remuneration was paid or payable to our Directors by our Subsidiary in Fiscal 2021.
Contingent and deferred compensation payable to the Directors
As on the date of this Prospectus, there is no contingent or deferred compensation payable to the Directors, which
does not form part of their remuneration.
Bonus or profit-sharing plan for our Directors
Except as set out in “~ Terms of appointment of our Directors”, our Company does not have any performance
linked bonus or a profit-sharing plan in which our Directors have participated.
Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares.
The table below sets forth details of Equity Shares held by the Directors as on date of this Prospectus:
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P Percentage of the Equity Share
Name No. of Equity Shares capital (%)
Hari Krishan Agarwal 183,675,892 60.35
Nikhil Aggarwal 41,267,004 13.56
* Subject to finalisation of Basis of Allotment.
Interest of Directors
All our Directors may be deemed to be interested to the extent of fees and commission, if any, payable to them
for attending meetings of the Board or a committee thereof, as well as to the extent of other remuneration,
commission and reimbursement of expenses, if any, payable to them by our Company. Hari Krishan Agarwal and
Nikhil Aggarwal may be deemed to be interested to the extent of remuneration paid to them for services rendered
as officers of our Company. For further details, see “Other Financial Information — Related Party Transactions”
on page 322.
Our Directors may also be regarded as interested to the extent of the Equity Shares, if any, held by them and to
the extent of any dividend payable to them and other distributions in respect of these Equity Shares. For further
details regarding the shareholding of our Directors, see “~ Shareholding of Directors in our Company” on page
229.
Some of our Directors may be interested to the extent of the shareholding of entities controlled by them or where
they are employed, in our Company.
Further, our Directors Hari Krishan Agarwal, Nikhil Aggarwal and Nitin Savara hold positions as directors on
the board of directors of our Subsidiary.
Further, our Directors are also directors on the boards, or are shareholders, kartas, trustees, proprietors, members
or partners, of entities with which our Company has had related party transactions and may be deemed to be
interested to the extent of the payments made by our Company, if any, to these entities. For further details, see
“Other Financial Information — Related Party Transactions” on page 322. Our Directors, Hari Krishan Agarwal
and Nikhil Aggarwal were partners in M/s Ankit International, in which our Company made an investment of =
200.00 million and was admitted as a partner pursuant to a deed of admission dated March 25, 2017. For further
information, see “History and Certain Corporate Matters — Details regarding acquisition or divestment of
business or undertakings — Investment in M/s Ankit International” on page 220.
Except to the extent of the sale of Equity Shares by the Promoter Selling Shareholders who are also Directors of
our Company in the Offer for Sale, there is no material existing or anticipated transaction whereby our Directors
will receive any portion of the proceeds from the Offer.
As on the date of this Prospectus, except for Hari Krishan Agarwal and Nikhil Aggarwal, who are the Promoters
of our Company, none of our other Directors are interested in the promotion of our Company. For further details,
see “Our Promoters and Promoter Group” on page 243.
Except as disclosed below, our Directors do not have any interest in any property acquired or proposed to be
acquired by our Company:
© Our Company entered into a business succession agreement dated March 22, 2017, with Nikhil
International, a sole proprietorship of Hari Krishan Agarwal, pursuant to which the business of
manufacture and distribution of shoes by Nikhil International, including its assets and business leasehold
property, was transferred to our Company. For further details, see “History and Certain Corporate
Matters — Details regarding acquisition or divestment of business or undertakings — Transfer of business
of Nikhil International” on page 219.
¢ Our Company entered into a business transfer agreement dated March 25, 2017, with Kabeer Textiles
Private Limited, an entity in which Hari Krishan Agarwal is a shareholder, pursuant to which the
business of manufacture and distribution of shoes by Kabeer Textiles Private Limited, including its
movable assets, was transferred to our Company. For further details, see “History and Certain Corporate
Matters — Details regarding acquisition or divestment of business or undertakings — Transfer of business
of Kabeer Textiles Private Limited” on page 219.
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which the freehold built-up industrial property located at J-17, Udyog Nagar, Rohtak Road, New Delhi,
was sold to our Company by Hari Krishan Agarwal, for a sum of 7 117.28 million.
Further, except as disclosed above, our Directors do not have any interest in any transaction by our Company for
acquisition of land, construction of building or supply of machinery during the three years preceding the date of
this Prospectus.
Other confirmations
No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce
any of our Directors to become or to help any of them qualify as a Director, or otherwise for services rendered by
them or by the firm, trust or company in which they are interested, in connection with the promotion or formation
of our Company.
Changes to our Board in the last three years
Except as mentioned below, there have been no changes in our Directors in the last three years:
Name Date of appointment / change Reason
in designation / cessation
Vinod Aggarwal September 24, 2021 Cessation of directorship due to personal reasons
‘Ankur Nand Thadani September 24, 2021 ‘Appointment as an additional Non-Independent Non-
Executive Director
Anil Kumar Chanana September 24, 2021 Appointment as an Independent Director
Madhumita Ganguli September 24, 2021 ‘Appointment as an Independent Director
Nirmal Minda September 24, 2021 Appointment as an Independent Director
Nitin Savara November 17, 2021 Appointment as an Independent Director
Nikhil Aggarwal December 10, 2021 Change in designation from non-executive Director to
Whole-Time Director
Hari Krishan Agarwal December 10, 2021 Change in designation from Managing Director to
Chairman and Managing Director
Puneet Bhatia December 11, 2021 Cessation of directorship due to personal circumstances
Nirmal Minda’ December 11, 2021 Cessation of directorship due to other engagements
Anil Rai Gupta December 14, 2021 Change in designation from nominee director to Non-
Independent Non-Executive Director
Jai Kumar Garg December 18, 2021 Appointment as an Independent Director
Note: This table does not include details of regularisations of additional Directors.
Corporate Governance
The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate
governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock
Exchanges. Our Company is in compliance with the requirements of the applicable requirements for corporate
governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including those
pertaining to the constitution of the Board and committees thereof. Further, our Subsidiary is in compliance with
the corporate governance requirements applicable to it in accordance with the SEBI Listing Regulations and the
Companies Act, 2013.
As on the date of filing this Prospectus, we have eight Directors on our Board, of whom four are Independent
Directors, including one woman Director.
Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following Board committees:
(a) Audit Committee
(b) Nomination and Remuneration Committee
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(d) Corporate Social Responsibility Committee
(e) Risk Management Committee
For purposes of the Offer, our Board has also constituted an IPO Committee.
(a) Audit Committee
The Audit Committee was constituted by a resolution of our Board dated November 17, 2021. It is in
compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The
current constitution of the Audit committee is as follows:
Name of Director Position in the Committee Designation
Anil Kumar Chanana Chairman Independent Director
Nitin Savara Member Independent Director
Ankur Nand Thadani Member Non-Independent Non-Executive Director
The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI Listing Regulations. Its terms of reference are as follows:
A. Powers of Audit Committee
The Audit Committee shall have powers, including the following:
© — to investigate any activity within its terms of reference
to seek information from any employee
to obtain outside legal or other professional advice
to secure attendance of outsiders with relevant expertise, if it considers necessary; and
such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
Role of Audit Committee
The role of the Audit Committee shall include the following:
* oversight of financial reporting process and the disclosure of financial information relating to the
Company to ensure that the financial statements are correct, sufficient and credible
* recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment
of auditors of the Company and the fixation of the audit fee
© approval of payment to statutory auditors for any other services rendered by the statutory auditors
« formulation of a policy on related party transactions, which shall include materiality of related party
transactions
e reviewing, at least on a quarterly basis, the details of related party transactions entered into by the
Company pursuant to each of the omnibus approvals given
* examining and reviewing, with the management, the annual financial statements and auditor’s report
thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the director’s responsibility statement to be included in the Board’s
report in terms of clause I of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
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f. Disclosure of any related party transactions; and
g. Modified opinion(s) in the draft audit report.
reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval
reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those
stated in the offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations
to the Board of Directors of the Company to take up steps in this matter
reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process
approval of any subsequent modification of transactions of the Company with related parties and omnibus
approval for related party transactions proposed to be entered into by the Company, subject to the
conditions as may be prescribed
scrutiny of inter-corporate loans and investments valuation of undertakings or assets of the Company,
wherever it is necessary
evaluation of internal financial controls and risk management systems
reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems
reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit
discussion with internal auditors of any significant findings and follow up there on
reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board
discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern
recommending to the Board of Directors the appointment and removal of the external auditor, fixation of
audit fees and approval for payment for any other services
looking into the reasons for substantial defaults in the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors
reviewing the functioning of the whistle blower mechanism
monitoring the end use of funds raised through public offers and related matters
overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee
directly hearing grievances of victimization of employees and directors, who used vigil mechanism to
report genuine concerns in appropriate and exceptional cases
approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate
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subsidiary exceeding = 1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower
including existing loans/ advances/ investments existing
¢ consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders; and
© carrying out any other functions required to be carried out by the Audit Committee as contained in the
SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
The Audit Committee shall mandatorily review the following information:
e Management discussion and analysis of financial condition and results of operations
¢ Statement of significant related party transactions (as defined by the Audit Committee), submitted by
management
¢ Management letters / letters of internal control weaknesses issued by the statutory auditors
e Internal audit reports relating to internal control weaknesses
e The appointment, removal and terms of remuneration of the chief internal auditor; and
¢ Statement of deviations in terms of the SEBI Listing Regulations
a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) where the Equity Shares are proposed to be listed in terms of the SEBI Listing
Regulations; and
b. annual statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice in terms of the SEBI Listing Regulations.
¢ Review the financial statements, in particular, the investments made by any unlisted subsidiary.
The Company Secretary of our Company shall serve as the secretary of the Audit Committee.
The Audit Committee is required to meet at least four times in a year under Regulation 18(2)(a) of the SEBI
Listing Regulations. The quorum for a meeting of the Audit Committee shall be two members or one third of the
members of the audit committee, whichever is greater, with at least two independent directors.
(b) Nomination and Remuneration Committee
The Nomination and Remuneration committee was constituted by a resolution of our Board dated April 5,
2019. It was most recently reconstituted by a Board resolution dated December 10, 2021. The Nomination and
Remuneration Committee is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI
Listing Regulations. The current constitution of the Nomination and Remuneration committee is as follows:
Name of Director Position in the Committee Designation
Nitin Savara Chairman Independent Director
Madhumita Ganguli Member Independent Director
‘Ankur Nand Thadani Member Non-Independent Non-Executive
Director
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of
the Companies Act, 2013 read with Regulation 19 of the SEBI Listing Regulations. Its terms of reference are as
follows:
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:
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(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
ay
(12)
(13)
Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel
and other employees.
The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
@ the level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the Company successfully
(ii) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short- and long-term performance objectives
appropriate to the working of the Company and its goals.
For every appointment of an independent director, evaluating the balance of skills, knowledge and
experience on the Board and on the basis of such evaluation, preparing a description of the role and
capabilities required of an independent director. The person recommended to the Board for appointment as
an independent director shall have the capabilities identified in such description. For the purpose of
identifying suitable candidates, the Nomination and Remuneration Committee may: (a) use the services of
an external agencies, if required; (b) consider candidates from a wide range of backgrounds, having due
regard to diversity; and (c) consider the time commitments of the candidates
Formulation of criteria for evaluation of independent directors and the Board
Devising a policy on Board diversity
Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board their appointment and removal and
carrying out evaluation of every director’s performance (including independent director)
Deciding whether to extend or continue the term of appointment of the independent director, on the basis of
the report of performance evaluation of independent directors
Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such directors
Recommending to the board, all remuneration, in whatever form, payable to senior management and other
staff, as deemed necessary
Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee
as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time
to time
Reviewing and approving the Company’s compensation strategy from time to time in the context of the then
current Indian market in accordance with applicable laws
Perform such functions as are required to be performed by the compensation committee under the Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, if applicable
Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, and
Perform such other activities as may be delegated by the Board or specified/ provided under the Companies
Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other
applicable law or regulatory authority.
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of the SEBI Listing Regulations.
The quorum for a meeting of the Nomination and Remuneration Committee shall be two members or one third
of the members of the committee, whichever is greater, including at least one independent director.
(c) Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated November 17,
2021. It was most recently reconstituted by a resolution of our Board dated December 14, 2021. The Stakeholders’
Relationship Committee is in compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI
Listing Regulations. The current constitution of the Stakeholders’ Relationship Committee is as follows:
‘Name of Director Position in the Committee Designation
‘Ankur Nand Thadani Chairman Non-Independent Non-Executive
Director
Jai Kumar Garg Member Independent Director
Nikhil Aggarwal Member Whole-Time Director and CEO
The scope and function of the Stakeholders’ Relationship Committee is in accordance with Regulation 20 of the
SEBI Listing Regulations. Its terms of reference are as follows:
The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required by
the under applicable law, the following:
(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer
of shares or debentures, including non-receipt of share or debenture certificates and review of cases for
refusal of transfer / transmission of shares and debentures, non-receipt of annual report or balance sheet,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting
with quarterly reporting of such complaints
(2) Review of measures taken for effective exercise of voting rights by shareholders
(3) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities
(4) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-
materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the
requirements related to shares, debentures and other securities from time to time
(5) Review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the registrar and share transfer agent of the Company and to recommend measures for overall
improvement in the quality of investor services
(6) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the Company; and
(7) Carrying out such other functions as may be specified by the Board from time to time or specified/provided
under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.
The Stakeholders’ Relationship Committee is required to meet at least once in a year under Regulation 20(3A) of
the SEBI Listing Regulations.
(d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of our Company was constituted by a resolution of our Board
dated April 5, 2019. It was most recently reconstituted on November 17, 2021, and the current constitution of the
Corporate Social Responsibility Committee is as follows:
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are in place to monitor and evaluate risks associated with the business of the Company.
. Validate the procedure for risk minimisation.
. Periodically review and evaluate the risk management policy and practices with respect to risk assessment
and risk management processes at least once in two years, including by considering the changing industry
dynamics and evolving complexity.
. Continually obtain reasonable assurance from management that all known and emerging risks have been
identified and mitigated or managed, and to keep the Board of Directors informed about the nature and
content of its discussions, recommendations and actions to be taken.
. Review of development and implementation of a risk management policy including identification therein
of element of risk.
. Review of cyber security and related risks.
. Carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory
notification, amendment or modification as may be applicable, and to coordinate its activities with other
committees in instances where there is any overlap with the activities of such committees as per the
framework laid down by the Board.
. The appointment, removal and terms of remuneration of the chief risk officer, if any, shall be subject to
review by the Risk Management Committee.
The Risk Management Committee is required to meet at least twice in a year under Regulation 21(3A) of the SEBI
Listing Regulations.
Management organization chart
Chairman & MD
Whole Time
Director & CEO
Country
Head Retail
Country Head Country Head
Supply Chain
Country Head
Head RED nA
Marketing
Insights
Strategic,
Aliances
Partnerships
Central Support
Notes:
1. ‘MD’ refers to Managing Director
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‘Name of Director Position in the Committee Designation
Madhumita Ganguli Chairperson Independent Director
Nikhil Aggarwal Member Whole-Time Director and CEO
‘Anil Rai Gupta Member Non-Independent Non-Executive
Director
The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135 of
the Companies Act, 2013. Its terms of reference are as follows:
(a)
(b)
©)
@
(
(g)
(e)
formulate and recommend to the Board, a “corporate social responsibility policy” which shall indicate the
activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and
the rules made there under, as amended, monitor the implementation of the same from time to time, and
make any revisions therein as and when decided by the Board
identify corporate social responsibility policy partners and corporate social responsibility policy
programmes
review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a)
and the distribution of the same to various corporate social responsibility programs undertaken by the
Company
delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities
review and monitor the implementation of corporate social responsibility programmes and issuing
necessary directions as required for proper implementation and timely completion of corporate social
responsibility programme
any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval
of the Board or as may be directed by the Board, from time to time, and
exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in
terms of the provisions of Section 135 of the Companies Act.
Risk Management Committee
The Risk Management Committee of our Company was constituted by a resolution of our Board dated November
17, 2021. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing Regulations.
The current constitution of the Risk Management Committee is as follows:
Name Position in the Committee Designation
‘Anil Kumar Chanana Chairman Independent Director
Nitin Savara Member Independent Director
Nikhil Aggarwal Member Whole-Time Director and CEO
Piyush Singh Member Chief strategy officer
Raman Chawla Member Chief Financial Officer
The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the SEBI
Listing Regulations. The Risk Management Committee shall be responsible for, among other things, the
following:
Frame a detailed risk management plan and policy, which shall include a framework for identification of
internal and external risks specifically faced by the Company, in particular including financial, operational,
sectoral, sustainability (particularly, ESG related risks), information, or any other risk as may be
determined by the committee; (b) measures for risk mitigation including systems and processes for internal
control of identified risks; (c) business continuity plan.
Oversee implementation / monitoring of risk management plan and policy, including evaluating the
adequacy of risk management systems.
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MBO’ refers to multi brand outlet
‘CMO’ refers to chief marketing officer
“R&D refers to research and development
‘IT’ refers to information technology
HR’ refers to human resources
NOMAWN
Key Managerial Personnel
In addition to Hari Krishan Agarwal, the Chairman and Managing Director of our Company, and Nikhil Aggarwal,
a Whole-Time Director and CEO of our Company, whose details are provided in “~ Brief profiles of our
Directors” on page 226, the details of our other Key Managerial Personnel as on the date of this Prospectus are
as set forth below:
Raman Chawla is the chief financial officer of our Company. He has been the chief financial officer of our
Company since April 5, 2019. He is responsible for managing the financial operations of our Company. He holds
a bachelor of commerce from Punjabi University and a postgraduate diploma in management from the
International Management Institute. He is an associate member of the Institute of Chartered Accountants of India.
He has approximately 26 years of experience in accounting and finance, including 14 years of experience in
leadership roles such as head of finance. Before his association with our Company, he was associated with
Seagram Manufacturing Private Limited, Hindustan Coca-Cola Bottling North West Private Limited, Becton
Dickinson India Private Limited, Reckitt Benckiser (India) Ltd., and Beam Global Spirits & Wine (India) Pvt.
Ltd. He has experience in multiple sectors, including soft drinks, alcoholic beverages, fast moving consumer
goods and medical healthcare. He has also worked for nearly 7 years in South East Asian markets including Sri
Lanka and Indonesia. The remuneration paid to him for Fiscal 2021 was % 14.68 million.
Archana Maini is the general counsel and Company Secretary and Compliance Officer of our Company. She has
been associated with our Company since September 16, 2021. In our Company, she handles secretarial and
compliance functions. She holds a bachelor of commerce (honours course) from the University of Delhi, a
bachelor of laws from Chaudhary Charan Singh University, Meerut, and a postgraduate diploma in management
from Indira Gandhi National Open University. She is a member of the Institute of Company Secretaries of India.
She has over 15 years of experience in legal and secretarial functions. Before her association with our Company,
she has previously served as the head — legal and secretarial of BLS International Services Limited, the deputy
general manager — legal of VLCC Health Care Limited, and the company secretary of PSL Corrosion Control
Services Ltd. and Hindustan Tin Works Limited, and has previously been associated with Getit Infoservices
Private Limited and Usha International Limited. Since she joined our Company in Fiscal 2022, she was not paid
any remuneration for Fiscal 2021.
Senior Management Personnel
The details of our Senior Management Personnel as on the date of this Prospectus are set forth below:
Piyush Singh is the chief strategy officer of our Company. He has been associated with our Company since
February 24, 2018. In our Company, he handles growth strategy. investor relations and direct to consumer
channels, including e-commerce, large format stores and retail functions. He holds a bachelor of technology in
electrical engineering from National Institute of Technology Kurukshetra and a master of business administration
from the School of Business Management, Narsee Monjee Institute of Management Studies. He has also passed
level I and level II of the CFA program from the CFA Institute. He has approximately 13 years of experience in
the investment banking and consultancy sectors. Before his association with our Company, he has previously been
associated with Ernst & Young LLP, Accenture Services Private Limited and Religare Capital Markets Limited.
The remuneration paid to him for Fiscal 2021 was 2 7.18 million.
Prerna Aggarwal is the chief marketing officer of our Company. She has been associated with our Company
since September 2, 2019. She is responsible for the marketing activities of our Company. She holds a diploma in
digital video production from Srishti School of Art, Design and Technology. She has also passed the Intermediate
(Integrated Professional Competency) Examination held by the Institute of Chartered Accountants of India in
November 2014. The remuneration paid to her for Fiscal 2021 was % 2.40 million.
Uplaksh Tewary is the country head — retail of our Company. He has been associated with our Company since
May 11, 2020. In our Company, he handles retail and large format retail business functions. He holds a bachelor’s
degree in commerce from University of Pune and a master of business administration from Symbiosis
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Before his association with our Company, he has previously been associated with Adidas India Marketing Pvt
Ltd, Puma Sports India Pvt Ltd, Reebok India Company and Titan Industries Limited. The remuneration paid to
him for Fiscal 2021 was 2 5.85 million.
Raghu Narayanan is the country head — supply chain of our Company. He has been associated with our Company
since March 23, 2021. In our Company, he handles procurement, manufacturing and supply chain related
functions. He holds a bachelor of technology in mechanical engineering from Indian Institute of Technology
Madras and a post graduate diploma in industrial management from National Institute of Industrial Engineering.
He has approximately 17 years of experience in supply chain management in the FMCG and e-commerce sectors.
Before his association with our Company, he has previously been associated with Procter & Gamble Home
Products Private Limited and Amazon Seller Services Private Limited. The remuneration paid to him for Fiscal
2021 was 2 0.28 million.
Surender Bansal is the country head — multi brand outlet of our Company. He has been associated with our
Company since April 28, 2020. In our Company, he handles distribution business functions. He holds a bachelor
of commerce from Maharshi Dayanand University and a master of business administration from University of
Pune. He has approximately 22 years of experience in the footwear sector. Before his association with our
Company, he has previously been associated Relaxo Footwears Limited, Bata India Ltd, Footwear Klick (India)
Pvt Ltd, Kharkia Petrochem Pvt Ltd and Lakhani Sales Corporation. The remuneration paid to him for Fiscal 2021
was 2 8.18 million.
Ambika Wadhwa is the country head — HR of our Company. She has been associated with our Company since
September 16, 2020. In our Company, she handles human resource functions. She holds a bachelor of corporate
secretaryship from the University of Madras and a post graduate diploma in human resource management from
Symbiosis Centre for Distance Learning. She has approximately 15 years of experience in human resource
management and other roles. Before her association with our Company, she has previously been associated with
Genesis Luxury Fashion Private Limited (a Reliance Brands group company), Uber India Systems Pvt Ltd,
Sangam Capital Advisors Private Limited, Jade eServices Private Limited, InterMESH Shopping Network Private
Limited, Westbound Educational Services Private Limited and Unison International Consulting Pvt. Ltd. She was
named one of HR Tech’s 50 Most Innovative HR Technology Leaders at the World HRD Congress in 2017, and
one of HR Tech’s 100 Top HR Tech Minds at the World HRD Congress in 2018. The remuneration paid to her
for Fiscal 2021 was % 3.20 million.
Rajneesh Sharma is the head — information technology of our Company. He has been associated with our
Company since April 1, 2021. In our Company, he handles information technology functions. He holds a bachelor
of arts from the University of Delhi, a master of science in computer science from Maharshi Dayanand University,
Rohtak, and a post-graduate diploma in computer applications from Kurukshetra University. He has
approximately 22 years of experience in information technology. Before his association with our Company, he
has previously been associated with Sunstar Overseas Limited, ITC Infotech India Limited and DLF Brands
Private Limited. Since he joined our Company in Fiscal 2022, he was not paid any remuneration for Fiscal 2021.
Relationships among Key Managerial Personnel, and with Directors
Except as specified in “~ Relationships between our Directors and Key Managerial Personnel”, none of our Key
Managerial Personnel are related to each other or to the Directors of our Company.
Arrangements or understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel have been selected pursuant to any arrangement or understanding with
any major Shareholders, customers or suppliers of our Company, or others.
Changes in the Key Managerial Personnel in last three years
Except as mentioned below, and as specified in “~ Changes to our Board in the last three years” on page 231,
there have been no changes in the Key Managerial Personnel in the last three years:
Name Date of change Reason
Raman Chawla April 5, 2019 Appointment as Chief Financial Officer
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Name Date of change Reason
Dimple Mirchandani September 25, 2021 Cessation as company secretary due to personal reasons
Archana Maini September 26, 2021 Appointment as Company Secretary
The rate of attrition of our Key Managerial Personnel is not high in comparison to the industry in which we
operate.
Status of Key Managerial Personnel
As on the date of this Prospectus, all our Key Managerial Personnel are permanent employees of our Company.
Retirement and termination benefits
Our Key Managerial Personnel have not entered into any service contracts with our Company which include
termination or retirement benefits. Except statutory benefits upon termination of their employment in our
Company or superannuation, none of the Key Managerial Personnel is entitled to any benefit upon termination
of employment or superannuation.
Shareholding of the Key Managerial Personnel
Other than the shareholding of Hari Krishan Agarwal and Nikhil Aggarwal in our Company, as disclosed under
“— Shareholding of Directors in our Company” on page 229, and as disclosed below, none of our other Key
Managerial Personnel hold any Equity Shares in our Company:
Percentage of the paid up Equity Share
Name No. of Equity Shares aCe
Raman Chawla 548,952 0.18
Contingent and deferred compensation payable to Key Managerial Personnel
As on the date of this Prospectus, there is no contingent or deferred compensation which accrued to our Key
Managerial Personnel for Fiscal 2021, which does not form part of their remuneration for such period.
Bonus or profit-sharing plan of the Key Managerial Personnel
Except as set out in “~ Terms of appointment of our Directors”, our Company has no profit-sharing plan in
which the Key Managerial Personnel participate. Our Company makes bonus payments to our Key Managerial
Personnel, in accordance with their terms of appointment.
Interest of Key Managerial Personnel
Our Key Managerial Personnel are interested in our Company to the extent of the remuneration or benefits to
which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them
during the ordinary course of their service.
Our Key Managerial Personnel may also be deemed to be interested to the extent of any dividend payable to
them and other distributions in respect of Equity Shares held by them in our Company.
Except as disclosed in “Other Financial Information — Related Party Transactions” on page 322, no loans or
advances have been made to our Key Managerial Personnel.
Employee Stock Option Plan
For details about our employee stock option plans, see “Capital Structure” on page 95.
Payment or Benefit to officers of our Company (non-salary related)
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preceding the date of this Prospectus or is intended to be paid or given to any Senior Management Personnel or
officer of the Company, including our Directors and Key Managerial Personnel:
- Raman Chawla had availed an interest free loan of 2 2.00 million from our Company on December 2, 2019.
A perquisite amount of % 0.09 million and 2 0.15 million was provided by our Company as notional interest
on the interest free loan availed by him, in Fiscals 2020 and 2021, respectively.
- Surender Bansal had availed an interest free loan of = 1.97 million from our Company on May 4, 2020. A
perquisite amount of & 0.14 million was provided by our Company as notional interest on the interest free
loan availed by him in Fiscal 2021. In addition, Surender Bansal had availed an interest free loan of 2 1.80
million from our Company on June 30, 2021.
- Hari Krishan Agarwal had availed an interest free loan of 2 5.00 million from the Company on September
13, 2019. A perquisite amount of % 0.08 million was provided by our Company as notional interest on the
interest free loan availed, for Fiscal 2020.
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The Promoters of our Company are Hari Krishan Agarwal and Nikhil Aggarwal. As on the date of this Prospectus,
our Promoters collectively hold 224,942,896 Equity Shares, representing 73.92% of the pre-Offer issued,
subscribed and paid-up Equity Share capital of our Company. For details, please see “Capital Structure — Details
of Shareholding of our Promoters and members of the Promoter Group in the Company — Build-up of the
Promoters’ shareholding in our Company” beginning on page 99.
Details of our Promoters
1. Hari Krishan Agarwal
Hari Krishan Agarwal, aged 66 years, is one of our Promoters and is also the
Chairman and Managing Director on our Board. For the complete profile of
Hari Krishan Agarwal along with details of his date of birth, personal
address, educational qualifications, experience in the business or
employment, position / posts held in the past, directorships held, and
business and financial activities, other directorships, other ventures and
special achievements, see “Our Management — Board of Directors” on page
224. In addition, Hari Krishan Agarwal is also associated with the following
ventures:
¢ SKI Capital Services Limited
e Action Capital Private Limited
e Lala Munni Lal Mange Ram Charitable Trust
¢ Manav Sevarth Trust
e HKV Trust
e HKV Family Trust
His permanent account number is AANPA8268P.
As on date of this Prospectus, Hari Krishan Agarwal holds 183,675,892
Equity Shares, representing 60.35% of the pre-Offer issued, subscribed and
paid-up Equity Share capital of our Company.
2. Nikhil Aggarwal
Nikhil Aggarwal, aged 36 years, is one of our Promoters and is also a Whole-
Time Director and CEO of our Company. For the complete profile of Nikhil
Aggarwal along with details of his date of birth, personal address, educational
qualifications, experience in the business or employment, position / posts held
in the past, directorships held, and business and financial activities, other
directorships, other ventures and special achievements, see “Our Management
~ Board of Directors” on page 224.
His permanent account number is AFRPA2426A.
As on date of this Prospectus, Nikhil Aggarwal holds 41,267,004 Equity
Shares, representing 13.56% of the pre-Offer issued, subscribed and paid-up
Equity Share capital of our Company.
Our Company confirms that the permanent account numbers, bank account numbers and passport numbers of our
Promoters, were submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus.
Change in control of our Company
There has not been any change in the control of our Company in the five years immediately preceding the date of
this Prospectus.
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Our Promoters are interested in our Company to the extent that they are the Promoters of our Company and to the
extent of their respective shareholding in our Company, their directorship in our Company and the dividends
payable, if any, and any other distributions in respect of their respective shareholding in our Company, the
shareholding of their relatives in our Company, or the shareholding of any entities in which our Promoters are
interested in our Company. For details of the shareholding of our Promoters in our Company, see “Capital
Structure” beginning on page 95.
Further, our Promoters are also directors on the boards, or are shareholders, members or partners of entities with
which our Company has had related party transactions and may be deemed to be interested to the extent of the
payments made or received by our Company, if any, to these entities. For further details of interest of our
Promoters in our Company, see “Other Financial Information — Related Party Transactions” beginning on page
322.
Our Promoters may be deemed to be interested to the extent of any remuneration, benefits, reimbursement of
expenses, perquisites and commission linked to the profit before tax of our Company, payable to them as Directors
on our Board and as Key Managerial Personnel. For further details, see “Our Management” beginning on page
224. Our Promoters may also be deemed to be interested to the extent of remuneration payable to their relatives
by our Company. For further details, see “Other Financial Information — Related Party Transactions” beginning
on page 322.
Except as specified in “Our Management — Interest of Directors” on page 230, none of our Promoters have any
interest, whether direct or indirect, in any property acquired by our Company within the preceding three years
from the date of this Prospectus or proposed to be acquired by it as on the date of this Prospectus, or in any
transaction by our Company for acquisition of land, construction of building or supply of machinery.
Further, no sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which
any of our Promoters are interested as a member, in cash or shares or otherwise by any person either to induce
any of our Promoters to become, or qualify them as a director, or otherwise for services rendered by any our
Promoters or by such firm or company in connection with the promotion or formation of our Company.
Our Promoters do not have any interest in any venture that is involved in any activities similar to those conducted
by our Company or our Subsidiary.
Companies or firms with which our Promoters have disassociated in the last three years
Except for the following, none of our Promoters have disassociated themselves from any other company or firm
in the three years preceding the date of this Prospectus:
a Name of the entity from Maur
s which our Promoter has Promoter " ee Reason for disassociation
No. dis . disassociation
associated
1. | MG Udyog Private Limited | Hari Krishan | September 17,2021 | Transfer of shareholding and
Agarwal stepped down as promoter
2. | Susheel Property LLP Hari Krishan | October 12,2020 | Stepped down as a designated
Agarwal partner
3. | Priyatam Properties LLP Hari Krishan | November 19, 2021 | Stepped down as a designated
Agarwal partner
4. | Dhariya Properties LLP Hari Krishan | November 19, 2021 | Stepped down as a designated
Agarwal partner
5. | Yatharth Properties LLP Hari Krishan | November 19, 2021 | Stepped down as a designated
Agarwal partner
6. | Open Fields Developers LLP | Hari Krishan | September 27,2021 | Stepped down as a designated
Agarwal partner
Zs Ashwamedha Colonizers | Hari Krishan August 26, 2021 Transfer of shareholding and
Private Limited Agarwal stepped down as promoter
8. Bansiwala_ Realtors Private | Hari Krishan August 26, 2021 Transfer of shareholding and
Limited Agarwal stepped down as promoter
9. | Dipesh Realtors Private | Hari Krishan | August 26,2021 | Transfer of shareholding and
Limited Agarwal stepped down as promoter
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a Name of the entity from nae
“ which our Promoter has Promoter " cae Reason for disassociation
No. dit & disassociation
lisassociated
10. | Jyotima Colonizers Private | Hari Krishan | August 26,2021 | Transfer of shareholding and
Limited Agarwal stepped down as promoter
11. | Nachiketa Projects Private | Hari Krishan | August 30, 2021 Transfer of shareholding and
Limited Agarwal stepped down as promoter
12. | Samdarshi Promoters & | Hari Krishan August 26, 2021 Transfer of shareholding and
Developers Private Limited Agarwal stepped down as promoter
13. | Satkartar Realtors Private | Hari Krishan August 28, 2021 Transfer of shareholding and
Limited Agarwal stepped down as promoter
14. | Shyamli Projects Private | Hari Krishan | August 27,2021 | Transfer of shareholding and
Limited Agarwal stepped down as promoter
15. | T.A. Buildcon Private Limited | Hari Krishan August 26, 2021 Transfer of shareholding and
Agarwal stepped down as promoter
16. | Varadraj Buildwell Private | Hari Krishan | August 28,2021 | Transfer of shareholding and
Limited Agarwal stepped down as promoter
17. | Sonika Properties Private | Hari Krishan | August 28,2021 | Transfer of shareholding and
Limited Agarwal stepped down as promoter
18. | Maateshwari Properties | Hari Krishan | August 26, 2021 Transfer of shareholding and
Private Limited Agarwal stepped down as promoter
19. | Jagriti Properties Private | Hari Krishan | August 26,2021 | Transfer of shareholding and
Limited Agarwal stepped down as promoter
20. | MN Property Limited Hari Krishan | August 26, 2021 Transfer of shareholding and
Agarwal stepped down as promoter
21. | Heaven Properties Private | Hari Krishan | August 26,2021 | Transfer of shareholding and
Limited Agarwal stepped down as promoter
22. | Action Retail Ventures Private | Nikhil Aggarwal December 31, 2018 | Transfer of shareholding
Limited
23. | Open Fields Developers LLP | Nikhil Aggarwal ‘September 27, 2021 | Stepped down as a designated
partner,
24. | Sonika Properties Private | Nikhil Aggarwal ‘August 28, 2021 Transfer of shareholding and
Limited stepped down as promoter
Payment or Benefits to Promoters or Promoter Group
Except as disclosed herein and as stated in “Other Financial Information — Related Party Transactions”, “Our
Management - Terms of employment of our Executive Directors” and ‘“~ Interests of Promoters” on pages 322,
228 and 244 respectively, and except as disclosed below, there has been no payment or benefits by our Company
to our Promoters or any of the members of the Promoter Group during the two years preceding the date of this
Prospectus nor is there any intention to pay or give any benefit to our Promoters or any of the members of the
Promoter Group as on the date of this Prospectus:
- Prerna Aggarwal, the chief marketing officer of our Company, availed of an advance against her salary, of
% 0.52 million, from our Company on October 6, 2021. As on the date of filing this Prospectus, there is no
outstanding amount due to our Company from Prerna Aggarwal.
Material Guarantees
Our Promoters have not given any material guarantee to any third party, in respect of the Equity Shares, as on the
date of this Prospectus.
Promoter Group
In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:
Natural persons who are part of the Promoter Group
The natural persons who are part of the Promoter Group, other than our Promoters, are as follows:
& Name of Promoter Name of Promoter Group Member Relationship with Promoter
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ily Vinod Aggarwal Spouse
2. | Mange Ram Aggarwal Father
a: Charu Goel Daughter
“4.__| Hari Krishan Agarwal | Ram Bilas Aggarwal Spouse's father
5. Vijay Kumar Aggarwal
“6. | Mohan Aggarwal
7. | Sushma Aggarwal
8. Prema Aggarwal
“9. | Chander Prakash Gupta Spouse’s father
“10. | Seema Gupta Spouse’s mother
“11. | Nikhil Aggarwal Abhinav Gupta Spouse’s brother
“12. | Devarya Aggarwal Son
“B. | Saranya Aggarwal Daughter
“14. | Nandika Aggarwal Daughter
Entities forming part of the Promoter Group
The entities forming part of our Promoter Group are as follows:
1. Action Capital Private Limited
2. Action Drilling Private Limited
3. Action Minerals Private Limited
4. Action Overseas Private Limited
5. Action Peroxide Private Limited
6. Action Petro Products Private Limited
7. Affirmative Capital Private Limited
8. Ambica Edelstahl Gmbh, Germany
9. Ambica Steels Limited
10. Ambica Steels India Limited
11. Ant Creditex Technologies Private Limited
12. Frontline Realtors Private Limited
13. Gujarat Peroxide Private Limited
14. Harihar Realtors Private Limited
15. Hari Krishan Agarwal HUF
16. HKV Family Trust
17. HKV Services Private Limited
18. HKV Trust
19. HNA Services Private Limited
20. Hollywood Multimedia Limited
21. Hublit Lighting Private Limited
22. Indocil Silicons Private Limited
23. Indocon Finance and Investment Limited
24. Indocon Micro Engineers Limited
25. Jaivardhan Projects Private Limited
26. Jyotima Buildwell Private Limited
27. Kabeer Textiles Private Limited
28. Longtail Capital Limited
29. Perfect Cyber Mart Private Limited
30. Pindara Chemicals Private Limited
31. Saranya Ventures LLP
32. Shri Gajanan Dream Land Private Limited
33. SKI Capital Services Limited
34. Suncity Facilities Management Private Limited
35. Suncity Hi Tech Buildcon Private Limited
36. Village Life Farm Private Limited
37. Wellcome Portfolio Limited
38. World Metal Recycling Limited
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Regulations submitted to SEBI, sought an exemption from considering and disclosing (i) Nand Kishore Aggarwal,
Anil Aggarwal, Subhash Chander Aggarwal, Raj Kumar Gupta, Naresh Aggarwal, Ashok Aggarwal and
Shakuntala Goel (“Relevant Persons”), (ii) any body corporate in which the Relevant Persons, or any Hindu
undivided family or firm where any of the Relevant Persons is a member, hold 20% or more of the equity share
capital, (iii) any body corporate in which the body corporate mentioned under (ii) above holds 20% or more of the
equity share capital, (iv) any Hindu undivided family or firm in which the Relevant Persons may individually or
in the aggregate, or together with our Promoters, hold 20% or more of the total capital in accordance with the
SEBI ICDR Regulations, as members of the ‘promoter group’ of the Company. Our Company has received
exemption from SEBI in this regard by way of its letter dated March 17, 2022.
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The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, in accordance with provisions of our Articles of Association
and applicable law, including the Companies Act (together with applicable rules issued thereunder).
The dividend policy of our Company was adopted pursuant to the resolution of our Board dated December 10,
2021 (“Dividend Policy”). In terms of the Dividend Policy, our Board will consider various financial parameters
and internal and external factors when taking a decision for the recommendation of dividend, including, among
others, the profitability of our Company, our operating cash flow, the requirement of funds for our business needs
such as the replacement of capital assets, expansion and/or modernization, capital expenditure, etc., the debt
repayment obligations of our Company, policies of the Government of India relevant to the business and
operations of our Company, regulatory or statutory restrictions in respect of the declaration or payment of
dividend, and taxes and levies applicable in respect of the declaration or payment of dividend. Our Company may
not declare dividend for a financial year if the profits of our Company for such financial year are not adequate for
the payment of dividend, or are otherwise required to be retained for the business needs of our Company. In case
of inadequacy of profits, our Board of Directors may consider recommending the payment of dividend out of the
free reserves of our Company, provided that the Board of Directors is of the opinion that the amount of dividend
to be declared out of the free reserves is not required to be conserved for our business needs. Our Board may also
declare interim dividend from time to time.
Our Company has not declared any dividends on the equity shares of our Company during the last three Fiscals
and the period from April 1, 2021, until the date of this Prospectus. There is no guarantee that any dividends will
be declared or paid in the future. For details in relation to the risk involved, see “Risk Factors — Our ability to pay
dividends in the future will depend upon our earnings, financial condition, cash flows and capital requirements.”
on page 65.
In addition, our ability to pay dividends may be impacted by restrictive covenants under our current or future loan
or financing documents. For more information on restrictive covenants under our current loan agreements, see
“Financial Indebtedness” on page 357.
248
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FINANCIAL STATEMENTS
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BSR & Associates LLP
Chartered Accountants
Building No.10,12th Floor, Tower-C, Telephone: +91 124719 1000
DLF Cyber City, Phase-Il, Fax: +91 124 235 8613
Gurugram — 122 002, India
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL INFORMATION
The Board of Directors
Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
D-1, Udyog Nagar
New Delhi - 110041
Dear Sirs,
1) We have examined the attached Restated Consolidated Financial Information of Campus
Activewear Limited (formerly known as Campus Activewear Private Limited) (the “Company”
or the “Holding Company” or the “Issuer”) and its subsidiaries (the Company and its subsidiaries
together referred to as the “Group") comprising the Restated Consolidated Balance Sheet as at 31
December 2021, 31 December 2020, 31 March 2021, 31 March 2020 and 31 March 2019, the
Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income),
the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Cash Flows
for the nine months period ended 31 December 2021 and 31 December 2020 and for the years
ended 31 March 2021, 31 March 2020 and 31 March 2019, and the summary statement of
significant accounting policies, and other explanatory information (collectively, the “Restated
Consolidated Financial Information”), as approved by the Board of Directors of the Company at
their meeting held on 26 March 2022 for the purpose of inclusion in the Red Herring Prospectus
(“RHP”) prepared by the Company in connection with its proposed Initial Public Offer of equity
shares (“IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the
“Guidance Note”).
2) The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated
Financial Information for the purpose of inclusion in the RHP to be filed with Securities and
Exchange Board of India (“SEBI”), the stock exchanges where the equity shares of the Company
are proposed to be listed (“Stock Exchanges”) and the Registrar of Companies, National Capital
Territory of Delhi and Haryana, situated at New Delhi (“ROC”) in connection with the proposed
IPO. The Restated Consolidated Financial Information have been prepared by the management of
the Company on the basis of preparation stated in note 2 (a) of Annexure V to the Restated
Consolidated Financial Information.
IT Park 4, Nesco
umbai © 400063,
eB SA a Associ ati
er. 2018
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3)
4)
5)
The respective Board of Directors of the companies included in the Group are responsible for
designing, implementing and maintaining adequate internal control relevant to the preparation and
presentation of the Restated Consolidated Financial Information. The respective Board of
Directors of the companies are also responsible for identifying and ensuring that the Group
complies with the Act, the ICDR Regulations and the Guidance Note.
We have examined such Restated Consolidated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance
with our engagement letter dated 22 January 2022, in connection with the proposed IPO
of equity shares of the Company;
b) The Guidance Note. The Guidance Note also requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Consolidated Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was
performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note in connection
with the proposed IPO.
These Restated Consolidated Financial Information have been compiled by the management:
a) Asatand for the nine months period ended 31 December 2021 and 31 December 2020: From
the audited special purpose interim consolidated financial statements of the Group as at and
for the nine months period ended 31 December 2021 and 31 December 2020 (being the
comparative period of the financial statements for the nine months period ended 31 December
2021) prepared in accordance with recognition and measurement principles under Indian
Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under section 133
of the Act and other accounting principles generally accepted in India (the “Special Purpose
Interim Consolidated Financial Statements”) which have been approved by the Board of
Directors at their Board meeting held on 26 March 2022 ; and
b) As at and for the year ended 31 March 2021, 31 March 2020 and 31 March 2019: From the
audited consolidated financial statements of the Group as at and for the year ended 31 March
2021, 31 March 2020 and 31 March 2019, prepared in accordance with the Indian Accounting
Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Act and other
accounting principles generally accepted in India (the “consolidated financial statements”),
which have been approved by the Board of Directors at their Board meetings held on 24
September 2021, 11 November 2020 and 27 September 2019 respectively.
For the purpose of our examination, we have relied on Auditors’ reports issued by us dated
26 March 2022, 24 September 2021, 11 November 2020 and 27 September 2019 on the
consolidated financial statements of the Group as at and for the nine months period ended 31
December 2021 and 31 December 2020 (being the comparative period of the financial statements
for the nine months period ended 31 December 2021) and as at and for the years ended 31 March
2021, 31 March 2020 and 31 March 2019, respectively as referred in paragraph 4 above.
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6)
7)
8)
9)
As indicated in our audit reports referred in paragraph 5 above, we did not audit the financial
statements of | subsidiary for the financial years ended 31 March 2020 and 31 March 2019 as
listed in Annexure A(i) whose share of total assets, total revenues (including other income), net
cash inflows / (outflows) included in the consolidated financial statements, for the relevant years
is tabulated below:
(Rs. in million)
Particulars As at / for the year ended
31 March 2020 31 March 2019
In respect of subsidiary:
Total assets 53.02 33.8
Total revenues 169.23 143.7
Net cash inflow/ (outflow) | 6.54 0.09
These financial statements have been audited by other auditor as mentioned in Annexure A(ii)
and whose reports have been furnished to us by the Company’s management and our audit
opinions for the relevant years on the consolidated financial statements, in so far as it relates
to the amounts and disclosures included in respect of this component for the relevant years,
are based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements is not modified in respect of these
matters.
The financial information of | subsidiary (i.e. M G Udyog Private Limited) included in these
Restated Consolidated Financial Information, for the years ended 31 March 2020 and 31 March
2019, is based on such financial statements audited by other auditor, and has been restated by the
management of the Issuer to comply with basis of preparation set out in note 2 (a) of Annexure V
to the Restated Consolidated Financial Information. The restatement adjustments made to such
financial statements to comply with the basis set out in note 2 (a) of Annexure V to the Restated
Consolidated Financial Information, have been audited by us.
Based on our examination and according to the information and explanations given to us and also
as per the reliance placed on the auditors’ reports issued by the other auditor, we report that the
Restated Consolidated Financial Information:
a) Have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial years ended
31 March 2021, 31 March 2020 and 31 March 2019 and for the period beginning 1 April 2020
to 31 December 2020 to reflect the same accounting treatment as per the accounting policies
and grouping/ classifications followed as at and for the nine months period ended 31
December 2021;
b) Does not contain any qualifications requiring adjustments. However, those qualifications in
the Companies (Auditor’s Report) Order, 2016 issued by the Central Government of India in
terms of sub section (11) of section 143 of the Act, which do not require any corrective
adjustments in the Restated Consolidated Financial Information have been disclosed in
Annexure VI to the Restated Consolidated Financial Information; and
c) Have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
The Restated Consolidated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the Special Purpose Interim Consolidated
Financial Statements and audited consolidated financial statements mentioned in paragraph 4
above.
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10) This report should not in any way be construed as a reissuance or re-dating of any of the previous
audit reports issued by us, nor should this report be construed as a new opinion on any of the
financial statements referred to herein.
11) We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
12) Our report is intended solely for use of the Board of Directors for inclusion in the RHP to be filed
with Securities and Exchange Board of India, the Registrar of Companies, National Capital
Territory of Delhi and Haryana situated at New Delhi, and BSE Limited and National Stock
Exchange of India Limited, as applicable, in connection with the proposed IPO. Our report should
not be used, referred to, or distributed for any other purpose except with our prior consent in
writing. Accordingly, we do not accept or assume any liability or any duty of care for any other
purpose or to any other person to whom this report is shown or into whose hands it may come
without our prior consent in writing.
For BSR & Associates LLP
Chartered Accountants
ICAI Firm’s Registration No: 116231 W/ W-100024
Ashwin Bakshi
Partner
Membership No.: 506777
ICAI UDIN: 22506777AFQWEP9435
Place: New Delhi
Date: 26 March 2022
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Annexure A
(ji) List of Subsidiary of Campus Activewear Limited (formerly known as Campus Activewear
Private Limited) not audited by us
Name of Entity Nature of relation
MG Udyog Private Limited Subsidiary (Ceased to be a subsidiary with effect
from 24 September 2021)
(ii) Details of entities for the years not audited by us and name of the other auditor for the
respective year
Particulars Nature of relation Year Ended Name of the Auditor
MG Udyog Private Limited Subsidiary 31 March 2020 Brijendra & Co.
31 March 2019
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Annexure 1
Restated Consolidated Balance Sheet
(All amounts are in INR millions except per share data or as otherwise stated)
Asat Asat Asat Asat Asat
Notes _ 31 December 2021 _31.December 2020___31.March 202131 March 2020.31. March 2019
ASSETS
[Non-current assets
Property, plant and equipment 3 1,985.11 1,843.88 2,062.18 1,261.94 694,00
Capital work-in-progress 4 2121 45.82 2.50 352.05, 245,70
Intangible assets 5 781 8.85 a7e 14.32 Ras
Rightofuse assets 6 723.33 435.11 490.88, 416.10 298.40
Financial assets 7
Other financial assets 61.70 413 43.08 38.75 40.48
Deferred tax assets (net) 8 378.44 613.03 373.33 598.63 633.58
Income tx assets (net) 9 48.20 110.34 27.62 2.79 =
Other non-current assets 10 2.59 117.94 7.59 v7.67 3.80
Total non-current assets 3,228.39 3216.10 3,015.96 2876.25 1928.45
Current assets
Inventories u 3,204.75 1774.12 2,024.96 1,699.11 1.18155,
Financial assets
(i) Trade receivables 12 1,222.62 981.75 981.98 1,443.16 1,620.10.
Gi) Cash and cash equivalents 8 821 1179 12.05 152.88 1759
(ii) Bank balances ther than those included in cash and cash equivalents 4 2 : : 450.00 :
(iv) Loans 15 12.97 10.02 4.89 14.35 1398
() Other financial assets 16 11492 3.78 428 6.95 34
Other curent assets "7 1,055.08, 690.82 803.41 549.63, 290.77
Total current assets 5,618.55 3,472.28 3,831.57, 4,315.98 3,127.08
‘Total assets 8,846.94 6,688.38 6,847.53 7,192.23 5,055.53,
EQUITY AND LIABILITIES
Equi
Equity share capital 8 1,521.62 1518.71 1518.71 097
Other equity 19 2,503.84 1,607.64 1,328.74 2,016.75,
Equity attributable to owners of the Company 4,025.46 3126.35 2847.48 2017.72
Non-controlling interests 20 : 361 119 (26.28)
al equity WBA 3129.96 Zaa.d 7991.44
Liabilities
Non-current liabilities
nancial bilities
() Borrowings 21 n7a9 664.37 643.48 231.66
(i) Lease liabilities 6 298.61 351.93, 2743 217.58
Provisions 2 2.2 37.29 63.69 30.20
Other non-current liabilities 23 : : : : 287
Total non-current liabilities 112.08 1078.72 1073.59 384.60 231
Current iabilties
Financial inbiltes
( Borrowings a 1,236.88 941.68 691.61 1,789.15 1515.92
(i) Lease labiliies 6 109.90 36.52 6451 45.58 21.26
(i) Trade payables 24
(@) Total outstanding dues of micro enterprises and small enterprises 133.41 n.79 86.68 40.30 15.60
Tal nmin of oie te tri GED Wana gene iia sas
(iv) Other financial liabilities oy wat 90.34 88.52 96.15 88.74
Other current liabilities 26 66.35 ear 49.08 108.80 38.28
Provisions 2 657 4.89 473 16.73 2.23
Income tax liabilities (net) 27 86.07 39.94 36.90 74.15, 109.54
Total current liabilities 3,709.44 2506.11 7,643.98 3,558.99) 2501.78
8218 3,064 37757 FETE 30609
‘Total equity and liabilities 3,946.94 6,608.38 6.04753 7192.28 3,055.53
Summary of significant accounting policies 2
Note: The above statement should be read with significant accounting policies forming part of the Restated Consolidated Financial Information in Annexure V, Statement of Adjustments to Restated Consolidated
Financial Information in Annexure VI and Notes to Restated Consolidated Financial Information in Annexure VIL
[As per our report of even date attached
For BSR & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants ‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
ICAI Firm Registration Number: 116231W/W-100024
Ashwin Bakshi Hari Krishan Agarwal Nikhil Aggarwal
Partner Managing Director (CEO and Director
Membership Number: 506777 DIN : 00172467 DIN : 01877186
Raman Chawla Archana Maini
Chief Financial Officer ‘Company Secretary
Membership No.: A16092,
Place: New Delhi Place: New Delhi Place: New Delhi
Date: 26 March 2022 Date: 26 March 2022 Date: 26 March 2022
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Annexure I
Restated Consolidated Statement of Profit and Loss
(All amounts are in INR millions except per share data or as otherwise stated)
Income
Revenue from operatons
Other income
‘Total income (1)
Expenses
Cost of materials consumed
Purchases of stock-in-trade
Changes in inventories of finished goods, stock-n-trade and work-in-progress
Employee benefits expense
Finance costs
Depreciation and amortisation expense
Other expenses
‘Total expenses (II)
Profit before tax
‘Tax expense:
Current tax (charge) credit
Deferred tax credit (charge)
‘Total tax expenses (111)
Profit after tax (A)
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit plans
Income tax relating to remeasurement of defined benefit plans
Other comprehensive income for the period! year, net of tax (B)
‘Total comprehensive income for the period/ year (A + B)
Profit after tax attributable to:
Owners of the Company’
Non-controlling interests
Other comprehensive income attributable to:
wines of the Company’
Non-controlling interests
‘Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
Earnings per equity share
Basic (INR)
Diluted (INR)
Summary of significant accounting policies
Notes,
a
29
0
at
2
35,
36
37
38
For the period ended
For the period ended
For the year ended
For the year ended
For the year ended
‘BLDecember 2021 31 December 2020 31 March 2021 ‘31 Mareh 2020 31 March 2019
9,418.44 4,361.75, EAE} 7,320.83, 5,948.73
21,02 33.11 3796 20.72 18.24
539.46 T3946 7150.80, Tas 3566.57
418.92 2,395.09 4,008.97 4138.34 3,241.99
126.10 Et 3782 483 102.02
(688.99) (6459) (299.74) @a189) (133.03)
478.65 408.62 551.83 37037 431.37
135.25 128.77 1159 165.06, 211.67
377.3 2173 327.07 230.66 143.66
2,152.73 1,107.08 1,656.81 1,506.24 1,305.00
7ST ENCINUN CIS, CET SWORE
413957 196.75 699.45 907.54 663.29
(208.52) (asa 10.13) 28.62) (183.45)
16.99 1652 (220.69) (25.23) (93.84)
Basa (} aU Coa CB
waa Teas 2a ] 6.00
5.42 620 1461 (15.35) 0.66
188) ex (an) 393 2
354 416 10.00 Ga) 05,
wi TEST Tas G7 as
855.83 168.65, 268,74 615.99 34.14
79) (0.19) on 7.70 1.96
32 4a 247 (6.95) 0.45
oa (0.5) 253 (aan -
858.95 172.96 276.21 609.04 34.59
an (0.38) 242 323 1.86
292 0.56 og 2.05 128
2e 0.56 oa 2.05 128
[Note: The above statement should be read with siglficant accounting polices forming part ofthe Restated Consolidated Financial Information in Annexure V, Statement of Adjustments to Restated Consolidated Financial Information in Annexure VI
and Notes to Restated Consolidated Financial Information in Annexure VIL
As per our report of even date attached
For BSR & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 116231W/W-100024
Ashwin Bakshi
Partner
Membership Number: 506777
Place: New Delhi
Date: 26 March 2022
For and on behalf of the Board of Directors af
‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Hari Krishan Agarwal
Managing Director
DIN: 00172467
Raman Chavla
ff Financlal Officer
Place: New Delhi
Date: 26 March 2022
256
il Aggarwal
CBO and Director
DIN: 01977186
Archana Main
‘Company Secretary
Membership No.: A1G092
Place: New Delhi
Date: 26 March 2022
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Campus Activewear Li
Annexure IIL
Restated Consolidated Statement of Cash Flows
(All amounts are in INR millions except per share data or as otherwise stated)
ted (formerly known as Campus Activewear Private Limited)
A. Cash flows from opers
Profit before tax
Adjustment
Depreciation and amortisation expense
Finance costs
Finance income
Trade receivables written off
Allowance for expected credit loss
Advances written off
Property, plant and equipment writen off
Liabilities’ provisions no longer required written back
Loss/ (Gain) on sale of property, plant and equipment (net)
Advance from customers written back
Advances to creditors written off
Provision for gratuity
Amortisation income on prepayments (liabilities)
Amortisation of security deposits debited to cost of material consumed
Unrealised foreign currency loss
Share based payment expenses
Provision for inventory
Provision for compensated absences
Partner's capital waived off
Operating profit before changes in assets and liabilities
Adjustments for changes in assets and liabilities
((ncrease) in inventories
(increase) decrease in trade receivables
(ncrease) in other current assets
(ncrease)’ decrease in loans
(ncreasey’ decrease in other financial assets
Decrease/ (Increase) in other non current assets
Increase’ (decrease) in trade payables
(Decrease) in provisions
Increase/ (decrease) in other current financial liabilities,
Increase/ (decrease) in other current liabilities
(Decrease) in other non current liabilities
Cash (used in)/generated from operating activities
Less: Income tax paid (net of refunds)
Net cash generated from operating activities (A)
B. Cash flows from investing activities
Purchase of property, plant and equipment including capital-work-
in-progress, intangible assets, capital advances and capital
creditors,
Proceeds from sale of property, plant and equipment
(lavestments)/Repayments in bank deposits (having original
‘maturity of more than three months)
Finance income
Net cash (used in)/ generated from investing activities (B)
. Cash flows from financing activities
Proceeds fram non-current borrowings (including current maturities)
Repayment of non-current borrowings (including current maturities)
Repayment from current borrowings
Proceeds of current borrowings
Proceeds from share allotment under employee stock options
Share issue expenses,
Principal payment of lease liabilities (Refer note 6)
Interest paid on lease liabilities (Refer note 6)
Interest paid other than on lease liabilities
Net cash generated frony/ (used in) financing activities (C)
Net (decrease)/ increase in cash and cash equivalents (A*B+C)
Cash and cash equivalents at the beginning of the period/ year
Adjustment of cash and cash equivalents of entity over which
control was lost
Cash and cash equivalents at the end of the period/ year
For the period ended For the periodended For theyearended —-“Fortheyearended —_—For the year ended
31 December 2021 ‘31 December 2020 31 March 2021 31 March 2020 31 March 2019
1,139.57 196.75 699.45 987.54 663.29
37.33 217.33 327.07 230,66 143.66
135.25 128.77 171.59 165.07 211.66
7) (20.49) (10.63) (2.07) (0.89)
Z : L10 030 36.45
39.37 S131 62.84 73.64 147
0.07 218 221 - 17.84
: : : - 1446
: : 013 (0.40) (6.56)
5.20 (2.33) 31) en) (1.36)
o7) Gus) (0.45) (07a) (1.32)
361) 3.29) (6.60) - =
19.63 26.10 25.49 29.44 13,04
: 5 z S (20.28)
2 s 159 04s
2 2 s 032
832 229 2.69 33.30 29.67
21.50 11.26 1401 2.76 7.318
3 : : 329 :
3 4 : 27.44 -
T7aL2T a773 1285.59 1570.10 1119.07
(2,201.29) (86.27) (339.86) (640.32) 51.79)
(284.04) 413.25 373.10 102.99 233.43
e741) (143.37) (253.77) (260.26) (164.60)
(6.08) 423 333 (41.64) 45.98
(1.97) (055) 201 38.28 (18.94)
5.07 (670) (6.05) : G67)
392.69, 158.89 513.37 422.55, (281.62)
(9.69) (33.13) (29.42) (0.08) (0.80)
B46 240 aol 31.12 (42.56)
nn (40.09) (61.93) 68.79 6.04)
: 2 : - 7.03
WaT 86.39 1495.28 139153 36.49
(275.94) (166.74) (252.22) (396.72) (02.36)
ey 7365 T203.06 3481 3aa13
(224.97) (392.59) (655.57) (1,098.36) (299.77)
13.91 546 5.68 303 1137
(15.67) 449.46 449.35, (450.97)
om 10.49 10.63 1.07 0.89
(226.02) 782 (a0) C5523) (28751)
: 255.70 256.34 618.41 187.02
(202.93) (88.28) (150.94) (102.95) (66.35)
(12,673.64) (20,023.20) (15,928.96) (02,068.78) (9,564.90)
13,262.36 9,082.72 14,746.91 12,238.37 9,395.53,
31.84 : - 195.28 :
2 : : (05.86) -
(64.06) (33.84) (46.55) (80.90) (15.15)
(35.20) 21.68) (30.38) 26.59) (17.69)
(92.60) (104.98) (140.40) (421.27) (183.60)
D577 (C3355) (293.58) 685.71 @s.14)
Gay any avy TD Tae
1. 152.88 152.88 1759 16.11
(0.82) 2
a2 1179 1205 S288 T758
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Annexure IIL
Restated Consolidated Statement of Cash Flows
(All amounts are in INR millions except per share data or as otherwise stated)
ted (formerly known as Campus Activewear Private Limited)
Notes to statement of cash flows :
Asat Asat Asat Asat Asat
31 December 2021 BL December 2020 31 March 2021 31 March 2020 31 March 2019
‘Components of cash and cash equivalents:
Cash on hand 222 1.06 094 80 17
Balance with banks:
= In current account 5.99 10.73 aan 152.08 15.74
- In term deposits (with original maturity of 3 months or less) 2 : - 0.68
a2i 179 12.05 288 1758
Change in liabilities arising from financing activities
Particulars Forthe period ended For the periodended —-Fortheyearended —“Forthe yearended —_—_—For the year ended
31 December 2021 31 December 2020 31 March 2021, 31 March 2020 31 March 2019
Opening balance
Term loans (including current maturities) 921.38 815.98 815.98 300.52 170.09
Current borrowings 434.60 1,616.65, 1,616.65, 1,447.06 1,616.43,
Cash flows
Repayment of term loans (202.93) (88.28) (150.94) (202.95) (66.35)
Proceeds from term loans - 255.70 256.34 618.41 187.02
Repayment of current borrowings (12,673.64) (10,023.20) (15,928.96) (2,068.78) (9,564.90)
Proceeds from current borrowings 13,262.36 9,082.72 14,746.91 12,238.37, 9,395.53,
Net cash flow changes 385,79 (773.06) (4,076.65) 685.05, (G8.70)
Closing balance
Term loans (including current maturities) 718.45 983.40 921.38 815.98 300.52
Current borrowings 1,023.32 676.17 434.60 1,616.65 1,447.08,
The following is the movement in lease liabilities
Opening balance 416.44 323.01 323.01 248.15 156.65,
Additions 328.80 84.28 158.30 136.50 100.62
Interest accrued on lease liabilities (Refer note 6) 35.20 21.68 30.38 26.59 17.69
Principal payment of lease liabilities (Refer note 6) (64.08) 33.84) (46.55) (30.90) (45.15)
Interest paid on lease liabilities (Refer note 6) 5.20) (21.68) (30.38) (26.59) (17.69)
Deletions (11.38) (18.32) (18.32) 80.74) (3.28)
Closing balance 669-80, 355.13 16.44 ‘325.01 73884
Cash flow from operating activities for the period ended 31 December 2021 is after considering corporate social responsiblity expenditure of INR 0.62 million (31 December 2020: INR 3.09 million; 31 March 2021: INR 11.34
million; 31 March 2020: INR 4.95 million; 31 March 2019: INR 0.80 million)
(iv) ‘The Restated Consolidated Statement of Cash Flows has been prepared in accordance with the Indirect method! as set out in the Ind AS 7 on "Statement of Cash Flows".
Note: The above statement should be read with significant accounting policies forming part of the Restated Consolidated Financial Information in Annexure V, Statement of Adjustments to Restated Consolidated Financial
Information in Annexure VI and Notes to Restated Consolidated Financial Information in Annexure VIL
As per our report of even date attached
For BS R & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants ‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
ICAI Firm Registration Number: 116231W/W-100024
Ashwin Bakshi Hari Krishan Agarwal Nikhil Aggarwal
Partner Managing Director CEO and Director
Membership Number: 506777 DIN: 00172467 DIN: 0187186
Raman Chawla Archana Maini
Chief Financial Officer Company Secretary
‘Membership No.: A16092
Place: New Delhi Place: New Delhi Place: New Delhi
ate: 26 March 2022 ate: 26 March 2022 Date: 26 March 2022
258
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Restated Conidatd Statement of Changes in Equity
{Aitamouns oven INR lions eacept per shore data or os otherwise tated)
(@) Equity share capita eter mae 18)
Asat Acat Asat Asat Asa
21 December 2021 31 December 2020 31 March 2021 2 March 2020 231 March 2019|
Balance at the beginning ofthe period year 118.71 start 1sia7t os og
Shares issued ding the peiod yea 291 1517.74 x
‘Outstanding at heen ofthe pried / year Tsai Tier Tse Tse 7
(©) Other equity (eer nate 19)
Tasers an Sap
Retained vies premium Share option outstanding Other comprehensive Total aribuable oawnersAttetbuable ro Now- =
amings ope account Incene of the Graup ‘coatraling interest mel
Balanceas at April2018 25. 287358 (4567.86) : fey 1602.49 sa 17435
Rested pe othe year seat : z ‘sata 16 286.00
Other comprehensive income fo the year : = os 04s 45
Total comprehensive ince for the year mae - = a wae Ta Beas
‘psions granted dung the year 3 2067 267 2 267
Restated lance as at31 March 2019 Tae ase sera aa ie eS Tae) Tea
dnd AS 116 wanson adjsunents (fer statement of
adjustment restated consolidated fnaselal 7 2 ce : 197 799
Informa)
Balanceas at 1 April2019 68755, 287358 (1567.86) 287 1a orn (2528) goat
rf forthe year 615.99 615.99 770 23.69
‘Other cmpreensive Income forthe year (695) (695) aan) a1)
“ata eamprehensive icone fr the year co 35) 09.08 32 waa
‘Transfert tained exnings «an su7
‘Nor-conpolling incerss waived of! 7 : : naa pana
(Options granted dung the year : 3330 : 3330 230
[sue of equity shates or ash (under employee stock sins .
ions scheme) see isis ia
sue of bonis shares (499.7) - . (1499.87) .s0.87)
Balance as at 31 March 2020 Ta Te EAD) Toa = TST rx Raa
Prof forthe year 268.74 268.74 oan) 208.63
(ther comprehensive income othe year : rar 747 253 10.00
Total comprehensive income for the year Tare Ta eat Zar FAST
Transfert tne earnings nar oan .
COpsions grated dung he Year 269 269 7 2.69
Share options lapsed during the year nas ea
Balance as at 31 March 2021 ira TTS, isa io Tears a Tani,
Balanceas at April 2020 1298.37 158736 136788) oar 12874 Lis 1329.93
Profit fo the pevod 163.65 168.65 oa) 158.46
(ther comprehensive ince forthe prod - a3 431 (035) 416
Tata camprebensive income fr the period Teas a Ta (038) Ta
Transfert tne earnings a3 ay ‘
prions granted during the peed 229 229 7 229
Share options lapsed during he pid nas ea i
Balanceas at 31 December 2020, aa TT, Tae a = Taos os Taos
Balanceas at April 2021 1578.02 1587.36 136788) 2 1,607.64 361 1125
Prof forthe pviod ‘55.83 ‘55.83 25) ss 08
(ther comprehensive ince forthe prod - a2 a 3.54
Tata camprebensive income fr the period ear 3 a5 esi ese
Transfert tne earnings an a ‘
prions granted during the peed ax ax 7 an
Share options lapsed during he pri 2a ean i
‘ue of equltyshaes for cash (under employee stock ana 80) on 2 ‘aias
eins scheme)
(Cestation of contol oer subsidiary a6 476
Balance as at 31 December 2021 TTT Tar : PSO) Tae
As pee our report of even date tached
For BSR & Asocates LLP
(Chartered Accountants
1CATFlm Regsvaion Number: 116231W/W.100024
Ashwin Basi
Parmer
“Membership Nurbe:505777
Place: New Deh
Due 26 Marc 202
or and on behalf ofthe Board of Directors of
Compas Activewear Limited formerly known as Campus Activewear Private Limited)
Hart Krishan Agarval
Managing Durer
DIN: 00172467
Raman Chawla
Chie Financll fier
Pace: New Deh
Date 26 Mach 2022
259
indi Aggarwal
(CEO and Director
DIN: 01877186
Archana Main
Company Seareary
Membership No: A16002
Pace New Del
Date 26 March 2022
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
1. Corporate information
Campus Activewear Limited (formerly known as Campus Activewear Private Limited) is a public limited company
domiciled in India (hereinafter referred as “Company” or “CAL”) with its registered office situated at D-1, Udyog
Nagar, main Rohtak Road, New Delhi- 110041. It was incorporated on 24 September 2008 under the Companies Act,
1956 vide Corporate Identification Number (CIN) U74120DL2008PTC183629.
The Restated Consolidated Financial Information comprise of Financial Statements of Campus Activewear Private
Limited (the Company) and its subsidiaries (collectively, “the Group”) for the nine months ended 31 December 2021
and 31 December 2020 and years ended 31 March 2021, 31 March 2020 and 31 March 2019.
The Group is primarily engaged in the business of manufacturing and trading of footwear and accessories through its
retail and wholesale network.
The Company was converted into a public limited company under the Companies Act, 2013 on 22 November 2021 and
consequently, the name was changed to Campus Activewear Limited.
2 (a) Basis of preparation
A. Statement of compliance
The Restated Consolidated Financial Information of the group comprise the Restated Consolidated Balance Sheet as at
31 December 2021, 31 December 2020, 31 March 2021, 31 March 2020, 31 March 2019; the related Restated
Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated
Statement of Changes in Equity, and the Restated Consolidated Statement of Cash Flows for the nine months ended 31
December 2021 and 31 December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019, and the
Significant accounting policies and Restated Consolidated Other Financial Information (together referred to as ‘Restated
Consolidated Financial Information’).
The Restated Consolidated Financial Information have been prepared on a going concern basis. The accounting policies
are applied consistently to all the periods presented in the Restated Consolidated Financial Information.
The Restated Consolidated Financial Information has been prepared for inclusion in the Offer Document to be filed by
the Company with the Securities and Exchange Board of India ('SEBI') in connection with proposed Initial Public
Offering of its equity shares, in accordance with the requirements of:
- Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
- The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (""ICDR Regulations"); and and
- The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
The Restated Consolidated Financial Information has been compiled by the Group from:
Audited Special Purpose Interim Consolidated Financial Statements of the Group as at and for the nine months ended
31 December 2021 and 31 December 2020 prepared in accordance with recognition and measurement principles under
Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under section 133 of the Act and
other accounting principles generally accepted in India.
Audited Consolidated Financial Statements of the Group as at and for year ended 31 March 2021, 31 March 2020 and
31 March 2019 prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed
under Section 133 of the Act and other accounting principles generally accepted in India. Further,
- there were no changes in accounting policies during the year/ period of these Financial Statements, except for the new
and amended Indian Accounting Standard 116 “Leases” (referred to as "Ind AS 116")- Refer Annexure - "Statement of
Restated Adjustment to Consolidated Financial Information");
- there were no material amounts which have been adjusted for in arriving at profit / loss of the respective periods; and
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
- there were no material adjustments for reclassification of the corresponding items of income, expenses, assets and
liabilities, in order to bring them in line with the groupings as per the Audited Special Purpose Interim Consolidated
Financial Statements of the Group as at and for the nine months ended 31 December 2021 and the requirements of the
SEBI Regulations.
The group has made adjustments for lease accounting in accordance with Ind AS 116 which came into effect on 1 April
2019 using modified retrospective approach and all the related figures have been reclassified/ regrouped to give effect
to the requirements of Ind AS 116, refer Annexure - "Statement of adjustments to Restated Consolidated Financial
Information".
The Restated Consolidated Financial Information of the Group for the nine months ended 31 December 2021 and 31
December 2020 and year ended 31 March 2021, 31 March 2020 and 31 March 2019 were approved for issue in
accordance with the resolution of the Board of Directors on 26 March 2022.
These Restated Consolidated Financial Information are presented in Indian Rupees (INR), which is also the Group’s
functional currency. All amounts have been rounded-off to the nearest millions, unless otherwise indicated.
B. Basis of measurement
The Restated Consolidated Financial Information have been prepared on the historical cost basis except for the
following items:
(a) Certain financial assets and liabilities (including | Fair value
derivatives instruments)
(b) Net defined benefit (asset)/ liability Fair value of plan assets less present value of defined
benefit obligations
C. Basis of consolidation
The Restated Consolidated Financial Information comprise the Financial Statements of the Company and its
subsidiaries for the nine months ended 31 December 2021 and 31 December 2020, year ended 31 March 2021, 31 March
2020 and 31 March 2019. Control is achieved when the Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically,
the Group controls an investee if and only if the Group has:
> Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee)
> Exposure, or rights, to variable returns from its involvement with the investee, and
> The ability to use its power over the investee to affect its returns
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group
loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during
the year are included in the Consolidated Financial Statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events
in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Consolidated
Financial Statements for like transactions and events in similar circumstances, appropriate adjustments are made to that
Group member’s Financial Statements in preparing the Consolidated Financial Statements to ensure conformity with
the Group’s accounting policies.
The Financial Statements of all entities used for the purpose of consolidation are drawn up to same reporting date as
that of the parent company, i.e., for the nine months ended 31 December 2021 and 31 December 2020, year ended 31
March 2021, 31 March 2020 and 31 March 2019.
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
Consolidation procedure
(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of
its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets
and liabilities recognised in the Restated Consolidated Financial Information at the acquisition date.
Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion
of equity of each subsidiary.
(c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to
transactions between entities of the Group (profits or losses resulting from intragroup transactions that are
recognised in assets, such as inventory and fixed assets, are eliminated in full). Ind AS 12 Income Taxes applies
to temporary differences that arise from the elimination of profits and losses resulting from intragroup
transactions.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders
of the parent of the Group.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
> Derecognises the assets (including goodwill) and liabilities of the subsidiary
> Derecognises the carrying amount of any non-controlling interests
> Derecognises the cumulative translation differences recorded in equity
> Recognises the fair value of the consideration received
> Recognises the fair value of any investment retained
> Recognises any surplus or deficit in profit or loss
> Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained
earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or
liabilities.
D. Use of estimates and judgements
In preparing these Restated Consolidated Financial Information, management has made judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized prospectively.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the
amounts recognized in the Restated Consolidated Financial Information is included in the following notes: -
- Lease classification. — refer 2(b)(viii) and Note 6
- Revenue recognition — refer 2(b)(x)
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties made in applying accounting policies that have the most
significant effects on the amounts recognized in the Restated Consolidated Financial Information is included in the
following notes:
- Impairment test of non-financial assets: Key assumptions underlying recoverable amounts (refer 2(b)(vi))
- Measurement of defined benefit obligations: key actuarial assumptions (refer note 41)
- Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and
magnitude of an outflow of resources (refer 2(b)(xii))
- Impairment of financial assets (refer 2(b)(ii))
- — Estimation of current tax expense and recognition of deferred tax assets (refer 2(b)(xv))
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
Gi)
Financial instruments:
A financial instrument is any contract that gives rise to a financial asset of one Company and a financial liability
or equity instrument of another Company.
Recognition and initial measurement
Trade receivables are initially recognized when they are originated. All other financial assets and financial
liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through
profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.
Classification and subsequent measurement and gain and losses
Financial assets
On initial recognition, a financial asset is classified as measured at:
- Amortised cost
- FVTOCI - debt investment
- FVTOCI - equity investment or
- FVTPL
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group
changes its business model for managing financial assets.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as
at FVTPL:
— the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
— the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
A debt investment is measured at FVTOCI if it meets both of the following conditions and is not designated as at
FVTPL:
— the asset is held within a business model whose objective is achieved by both collecting contractual cash flows
and selling financial assets; and
— the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present
subsequent changes in the investment’s fair value in OCI (designated as FVTOCI — equity investment). This
election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVTOCI as described above are measured at
FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a
financial asset that otherwise meets the requirements to be measured at amortised cost or at FVTOCI as at FVTPL
if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis
are measured at FVTPL.
Subsequent measurement
Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method.
Interest income is recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Financial assets at FVTPL are subsequently measured at fair value. Net gains and/or losses, including any interest
income are recognised in the profit or loss.
264
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
E. Measurement of fair values
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption that the
transaction to sell the asset or transfer the liability takes place either:
- Inthe principal market for the asset or liability, or
- Inthe absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market is accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their best economic interest.
The finance department of the Group performs the valuations of financial assets and liabilities required for financial
reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer. Discussions
of valuation processes and results are held between the Chief Financial Officer and the finance team at least once every
year in line with the group’s reporting periods.
Changes in level 2 and 3 fair values are analysed at the end of each reporting period.
Allassets and liabilities for which fair value is measured or disclosed in the Restated Consolidated Financial Information
are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If the
inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then
the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level
input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which
the change has occurred.
Further information about the assumptions made in measuring fair values is included in Note 45— Financial instruments
— Fair values and risk management.
2 (b) Significant accounting policies
The accounting policies set out below have been applied consistently to the periods presented in these Restated
Consolidated Financial Information.
(i) Foreign currency transactions:
Transactions in foreign currencies are translated into the functional currency of the Group at the exchange rates at
the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the
transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign
currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-
monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the
exchange rate at the date of the transaction. Exchange differences are recognised in profit or loss, except exchange
differences arising from the translation of the following items which are recognised in OCI:
- equity investments at fair value through OCI (FVTOCI]);
- qualifying cash flow hedges to the extent that the hedges are effective.
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
Impairment of financial assets:
The Group applies expected credit loss (ECL) model for measurement and recognition of loss allowance on the
following:
i Financial assets measured at amortized cost
ii. Financial assets measured at fair value through profit and loss (FVTPL)
iii. Financial assets measured at fair value through other comprehensive income (FVTOCI)
In case of trade receivables, the Group follows a simplified approach wherein an amount equal to lifetime ECL is
measured and recognized as loss allowance.
In case of other assets (listed as ii and iii above), the Group determines if there has been a significant increase in
credit risk of the financial asset since initial recognition. If the credit risk of such assets has not increased
significantly, an amount equal to 12-month ECL is measured and recognized as loss allowance. However, if credit
risk has increased significantly, an amount equal to lifetime ECL is measured and recognized as loss allowance.
Subsequently, if the credit quality of the financial asset improves such that there is no longer a significant increase
in credit risk since initial recognition, the Group reverts to recognizing impairment loss allowance based on 12-
month ECL.
ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract
and all the cash flows that the Group expects to receive (i.e., all cash shortfalls), discounted at the original effective
interest rate.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a
financial asset. 12-month ECL are a portion of the lifetime ECL which result from default events that are possible
within 12 months from the reporting date.
ECL are measured in a manner that they reflect unbiased and probability weighted amounts determined by a range
of outcomes, taking into account the time value of money and other reasonable information available as a result of
past events, current conditions and forecasts of future economic conditions.
As a practical expedient, the Group uses a provision matrix to measure lifetime ECL on its portfolio of trade
receivables. The provision matrix is prepared based on historically observed default rates over the expected life of
trade receivables and is adjusted for forward-looking estimates. At each reporting date, the historically observed
default rates and changes in the forward-looking estimates are updated.
Financial liabilities: Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at
FVTPL if it is classified as held-for-trading, or it is a derivative or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense,
are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the
effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss.
Any gain or loss on derecognition is also recognised in profit or loss.
Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the
risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor
retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.
If the Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all
or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Group also derecognises a financial liability when its terms are modified and the cash flows under the modified
terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at
fair value. The difference between the carrying amount of the financial liability extinguished and the new financial
liability with modified terms is recognised in profit or loss
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only
when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them
on a net basis or to realise the asset and settle the liability simultaneously.
Compound financial instruments
Compound financial instruments issued by the Group comprise cumulative redeemable preference shares
denominated in INR that are mandatorily redeemable at a fixed or determinable amount at a fixed or future date and
the payment of dividends is discretionary.
The liability component of a compound financial instrument is initially recognised at the fair value of a similar
liability that does not have an equity conversion option. The equity component is initially recognised at the
difference between the fair value of the compound financial instrument as a whole and the fair value of the liability
component. Any directly attributable transaction costs are allocated to the liability and equity components in
proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at
amortised cost using the effective interest method. The equity component of a compound financial instrument is not
remeasured subsequently.
Interest related to the financial liability is recognised in profit or loss (unless it qualifies for inclusion in the cost of
an asset).
Current versus non-current classification
The Group presents assets and liabilities in the balance sheet based on current/non-current classification.
An asset is treated as current when it is:
(a) expected to be realised in, or is intended to be sold or consumed in Group’s normal operating cycle;
(b) held primarily for the purpose of being traded;
(c) expected to be realised within 12 months after the reporting date; or
(d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months
after the reporting date.
All other assets are classified as non-current.
A liability is current when:
(a) itis expected to be settled in Group’s normal operating cycle;
(b) itis held primarily for the purpose of being traded;
(c) itis due to be settled within 12 months after the reporting date; or
(d) the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after
the reporting date.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
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(vy)
Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
Operating cycle
Operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash
equivalents. The Group has identified twelve months as its operating cycle.
Property, plant and equipment
Recognition and measurement
Property, plant and equipment is stated at cost net of accumulated depreciation and impairment loss, if any.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only
when it is probable of future economic benefits.
The cost of an item of property, plant and equipment comprises the cost of materials and direct labour, any other
costs directly attributable to bringing the item to working condition for its intended use, and estimated costs of
dismantling and removing the item and restoring the site on which it is located.
Property, plant and equipment which are not ready for intended use as on date of reporting period, are disclosed as
Capital work in progress.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
Depreciation
Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values over
their estimated useful lives using the written down value method and is generally recognised in the statement of
profit and loss.
The estimated useful lives of items of property, plant and equipment are as follows:-
Asset Category Useful lives estimated by the Useful lives as per Schedule II of
management Companies Act, 2013
Buildings 30 years 30 years
Plant and machinery 15 years 15 years
Plant and machinery (Moulds) 3 years 15 years
Computers 3 years 3 years
Office equipment 5 years 5 years
Furniture and fixtures 10 years 10 years
Vehicles 8 years 8 years
Electric installations 10 years 10 years
Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if
appropriate. In case of a revision, the unamortized depreciable amount is charged over the revised remaining useful
life.
Leasehold improvements are amortised over the lower of lease period or estimated useful life, on straight line basis
from the date that they are available for use.
The useful lives have been determined based on internal and technical evaluation done by management and are in
line with the estimated useful lives, to the extent prescribed by the Schedule II to the Companies Act, 2013, in order
to reflect the technological obsolescence and actual usage of the asset.
Other intangible assets
Intangible assets that are acquired by the Group are measured initially at cost. After initial recognition, an intangible
asset is carried at its cost less any accumulated amortization and any accumulated impairment loss.
Subsequent expenditure is capitalised only when it increases the future economic benefits from the specific asset to
which it relates.
Intangible assets are amortised in the Statement of Profit and Loss over their estimated useful lives, from the date
that they are available for use based on the expected pattern of consumption of economic benefits of the asset.
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
(vi)
(vii)
Accordingly, at present, these are being amortised on straight line basis. Intangible assets are amortised over the
best estimate of the respective useful lives as under: -
(a) Trademarks: Amortised over the period of 10 years.
(b) Software: Amortised over the period of 5 years.
Amortisation method, useful lives and residual values are reviewed at the end of each financial year and adjusted if
appropriate.
An intangible asset is derecognized on disposal or when no future economic benefits are expected from its use and
disposal.
Losses arising from retirement and gains or losses arising from disposal of an intangible asset are measured as the
difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the
Statement of Profit and Loss.
Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related
expenditure is reflected in profit or loss in the period in which the expenditure is incurred
Impairment
Impairment of non-financial assets
The Group’s non-financial assets, other than inventories, are reviewed at each reporting date to determine whether
there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets that do not generate independent cash inflows are grouped together into cash-
generating units (CGUs). Each CGU represents the smallest group of assets that generates cash inflows that are
largely independent of the cash inflows of other assets or CGUs.
The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less costs
to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU
(or the asset).
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable
amount. Impairment losses are recognised in the statement of profit and loss. Impairment loss recognised in respect
of a CGU is allocated first to reduce the carrying amount of any goodwill allocated, if any to the CGU, and then to
reduce the carrying amounts of the other assets of the CGU (or group of CGUs) on a pro rata basis.
In respect of other assets for which impairment loss has been recognised in prior periods, the Group reviews at each
reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is
reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is
made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Borrowing costs
Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings
to the extent that they are regarded as an adjustment to interest costs, if any) incurred in connection with the
borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily
take a substantial period of time to get ready for their intended use are capitalised as part of the cost of that asset.
Other borrowing costs are recognised as an expense in the period in which they are incurred.
Leases
The Group’s lease asset classes primarily consist of leases for land and buildings taken for Warehouses, retail stores
and factories. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in
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Annexure V
(ix)
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset,
the Group assesses whether:
(i) _ the contract involves the use of an identified asset,
(ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease
and
(iii) the Group has the right to direct the use of the asset.
At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding
lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or
less (short-term leases) and low value leases.
For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a
straight-line basis over the term of the lease.
Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term.
ROU assets and lease liabilities include these options when it is reasonably certain that they will be exercised. The
right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted
for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs.
They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets
are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful
life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease
payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the
incremental borrowing rates in the country of domicile of these leases.
Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Group changes
its assessment if whether it will exercise an extension or a termination option. Lease liability and ROU asset have
been separately presented in the Balance Sheet and lease payments have been classified as operating cash flows.
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is computed on First in First out (“FIFO”)
basis.
Raw materials: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present
location and condition.
Finished goods (manufactured) and work in progress: Cost includes cost of direct materials and labour and a
proportion of fixed manufacturing overheads based on the normal operating capacity. Cost is determined on a FIFO
basis.
Finished goods (traded): Cost includes cost of purchase and other costs incurred in bringing the inventories to their
present location and condition. Cost is determined on FIFO basis.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sale.
Inventories in transit are valued at the lower of cost and net realisable value.
Appropriate adjustments are made to the carrying value of damaged, slow moving and obsolete inventories based
on management’s current best estimate.
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
@&
(xi)
(xii)
Revenue recognition
The Group has applied Ind AS 115 which establishes a comprehensive framework for determining whether, how
much and when revenue is to be recognised.
Revenue is recognised upon transfer of control of promised goods or services to customers in an amount that reflects
the consideration which the Group expects to receive in exchange for those products or services.
Revenue from the sale of goods is recognised at the point in time when control is transferred to the customer which
coincides with the performance obligation under the contract with the customer.
Revenue is measured based on the transaction price, which is the consideration, adjusted for discounts, price
concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes
collected from customers. Invoices are usually payable based on the credit terms agreed with customers which vary
up to 90 days.
Use of significant judgments in revenue recognition: -
Judgment is also required to determine the transaction price for the contract. The transaction price could be either a
fixed amount of customer consideration or variable consideration with elements such as volume discounts, price
concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the
contract includes a significant financing component. Any consideration payable to the customer is adjusted to the
transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount
of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a
significant reversal in the amount of cumulative revenue recognized will not occur and is reassessed at the end of
each reporting period. The Group allocates the elements of variable considerations to all the performance obligations
of the contract unless there is observable evidence that it pertains to one or more distinct performance obligations.
Management fees are recognized on an accrual basis as and when the services are rendered in accordance with the
terms of the underlying contract.
Claims lodged with insurance companies are accounted for on an accrual basis, to the extent these are measurable
and the ultimate collection is reasonably certain.
Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all the
attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on
a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When
the grant relates to an asset, it is netted off with the respective asset.
The Group is entitled to ‘Scheme of budgetary support’ under GST regime in respect of eligible manufacturing units
located in specified regions. Such a grant is measured at amount receivable from the government and is recognized
as other operating revenue when there is a reasonable assurance that the Group will comply with all necessary
conditions attached to that. Income from such grant is recognized on a systematic basis over the periods to which
they relate.
Provisions (other than employee benefits)
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that
can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate
of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the liability. The unwinding of the
discount is recognised as finance cost. Expected future operating losses are not provided for.
Contingencies
Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties, etc. are
recognized when it is probable that a liability has been incurred, and the amount can be estimated reliably.
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
(xiii) Operating segments
(xiv)
Operating segments are defined as components of an entity where discrete financial information is evaluated
regularly by the chief operating decision market (“CODM”) in deciding allocation of resources and in assessing
performance. The Board of Director’s is its CODM. The Group’s CODM reviews financial information presented
on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating
financial performance. As such, the Group has determined that it operates in one operating and reportable segment.
Employee benefits
Short term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related
service is provided. A liability is recognised for the amount expected to be paid e.g., under short-term cash bonus
and compensated absence, if the Group has a present legal or constructive obligation to pay this amount as a result
of past service provided by the employee, and the amount of obligation can be estimated reliably.
Share- based payment transactions
The grant date fair value of equity settled share- based payment awards granted to employees is recognised as an
employee expense, with a corresponding increase in equity, over the period that the employees unconditionally
become entitled to the awards. The amount recognised as expense is based on the estimate of the number of awards
for which the related service and non-market vesting conditions are expected to be met, such that the amount
ultimately recognised as an expense is based on the number of awards that do meet the related service and non-
market conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date
fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences
between expected and actual outcomes.
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to
a separate entity and has no obligation to pay any further amounts. The Group makes specified monthly contributions
towards employee provident fund and employee’s state insurance corporation which is a defined contribution plan.
The Group’s contribution is recognized as an expense in the Statement of Profit and Loss during the period in which
the employee renders the related service.
Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is
available.
Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s
gratuity benefit scheme is a defined benefit plan. The Group’s net obligation in respect of a defined benefit plan is
calculated by estimating the amount of future benefit that employees have earned in return for their service in the
current and prior periods; that benefit is discounted to determine its present value. The fair value of plan assets is
reduced from the gross obligation under the defined benefit plans, to recognise the obligation on net basis. The
calculation of the Group’s obligation is performed annually by a qualified actuary using the projected unit credit
method.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan
assets (excluding interest), are recognised in OCI. The Group determines the net interest expense (income) on the
net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit
obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account
any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit
payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to
past service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment is recognised immediately
in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the
settlement occurs.
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
(xv)
(xvi)
Termination benefits
Termination benefits, in the nature of voluntary retirement benefits or termination benefits arising from
restructuring, are recognised in the Statement of Profit and Loss. The Group recognises termination benefits at the
earlier of the following dates:
(a) when the Group can no longer withdraw the offer of those benefits; or
(b) when the Group recognises costs for a restructuring that is within the scope of Ind AS 37: Provisions, Contingent
Liabilities and Contingent Assets and involves the payment of termination benefits.
Benefits falling due more than 12 months after the end of the reporting period are discounted to their present value.
Compensated absences
Compensated absences are provided for based on actuarial valuation on projected unit credit method carried by an
actuary, at each year end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are
not deferred. The Group presents the leave as a current liability in the balance sheet, to the extent it does not have
an unconditional right to defer its settlement for 12 months after the reporting date.
Income taxes
Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to
an item recognised directly in equity or in other comprehensive income.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best
estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income
taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the
recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also
recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:
temporary differences arising on the initial recognition of assets or liabilities in a transaction that affects neither
accounting nor taxable profit or loss at the time of the transaction;
- taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is recognized based on the expected manner of realization or settlement of the carrying amount of
assets and liabilities using tax rates enacted, or substantially enacted by the end of the reporting period.
Deferred tax assets are recognized only to the extent that is probable that future taxable profits will be available
against which the assets can be utilized. Deferred tax assets are reviewed at each reporting date and reduced to the
extent that it is no longer probable that the related tax benefits will be realized.
Earnings per share
Basic earnings per share is calculated by dividing the net profit for the year attributable to equity shareholders by
the weighted average number of equity shares outstanding during the year. The weighted average numbers of equity
shares outstanding during the year are adjusted for events of bonus issue and share split. For the purpose of
calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the
weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential
equity shares. The dilutive potential equity shares are deemed to be converted as of the beginning of the period,
unless they have been issued at a later date.
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Annexure V
Summary of Significant Accounting Policies
(All amounts are in INR millions except per share data or as otherwise stated)
(xvii) Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand which are subject to an
insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash as defined above, net of
outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.
(xviii) Cash flow statement
(xix)
(xx)
Cash flows are reported using the indirect method, where by profit before tax is adjusted for the effects of
transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and
item of income or expense associated with investing or financing cash flows. The cash flows from operating,
investing and financing activities of the Group are segregated.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present
obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be
recognized because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses
its existence in the Restated Consolidated Financial Information.
Recent Accounting Pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as amended from time to time. There are no such recently issued
standards or amendments to the existing standards for which the impact on the Restated Consolidated Financial
Information is required to be disclosed.
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‘Annexure VI
‘Statement of adjustments to restated consolidated financial information
{All amounts are in INR millions except per share data or as otherwise stated)
Part A: Statement of adjustments to restated consolidated financial information
Reconciliation between audited equity and restated equity
Particulars Note No. Asat Asat Asat Asat Asat
BL December 2021 31 December 2020 31.March 2021 © 31.March 2020-31 March 2019
Other equity (as per audited Financial Statements) : : 7,998.45
Adjustments
(@ Ind AS 116- Leases é 3 ¢ - (1.62)
(Gi) Deferred tax impact on above adjustment 2 z : 7 3.65
Total impact on adjustments = z : E 7.97)
‘Total equity as per restated consolidated summary statement of
assets and liabilities : : : : 1,990.47,
Reconciliation between Audited Profit and Restated Profit
Particulars Note No. Asat Asat Asat Asat Asat
BL December 2021 31 December 2020 31March 202131. March 202031 March 2019
Profit after tax (as per audited Financial Statements) q 5 : 393.97
Restatement adjustments
‘A) Impact of Ind AS 116
(Increase)/decrease in total expenses
‘Amortisation of right-of-use assets . r - 2721
Interest on lease liability - - * - 17.69
Rent = - = - (33.28)
: 7 11.62
Deferred tax impact on above adjustments - - - - (3.65)
Total impact on adjustments = = = : 7.97
Restated profit after tax for the period / year = 5 5 5 386.00
Notes to adjustments:
1) Ind AS 116 - Leases has been notified and effective for Financial Statements from 01 April 2019 which prescribes the accounting of the lease contracts entered in the capacity of the lessee and a lessor. The Group has
applied Ind AS 116 for preparing the Ind AS audited Financial Statements for the period beginning from 01 April 2019. For the purpose of preparing restated consolidated financial information, Ind AS 116 has been
applied retrospectively with effect from 01 April 2018 using same accounting policy choices (transition options as per Ind AS 116) as adopted on 01 April 2019 for transition to Ind AS 116.
Effective 01 April 2018, the Group has taken the cumulative adjustment to retained earnings & lease equalisation reserve, on the date of initial application. Consequently, the Group recorded the lease liability at the
present value of the lease payments discounted at the incremental borrowing rate and the right to use asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but
discounted at the lessee"s incremental borrowing rate at the date of intial application.
Part B : Reconciliation of total equity as per audited Financial Statements with total equity as per Restated Ind AS Summary Statements as at 31 March 2019
The Group has followed the same accounting policy choices (transition options as per Ind AS 116) as adopted on April 01, 2019 for transition to Ind AS 116, while preparing the restated consolidated financial
information for each of the year ended 31 March 2020 and 31 March 2019. As specified in the Guidance Note on Reports in Company Prospectuses issued by The Institute of Chartered Accountants of India, the equity
balance computed under Restated Ind AS summary statements for the year ended 31 March 2019 and equity balance computed on transition (using modified retrospective approach) to Ind AS 116 on April 01, 2019,
differs due to restatement adjustments made for each of the year ended 31 March 2019. Accordingly, the closing equity balance as at 31 March 2019 of the restated consolidated financial information has not been carried
forward to opening Balance Sheet as at April 01, 2019. The reconciliation of the same is as follows:
[Particulars ‘Amount
Other equity
Restated balance as at 31 March 2019 2,016.75
|Add: Adjustment on account of transition to Ind AS 116 11.62
Deferred tax impact on above adjustments (3.65)
Balance as at April O1, 2019 as per audited Financial 2,024.72
[Statements for year ended 31 March 2020
274
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
‘Annexure VI
‘Statement of adjustments to restated consolidated financial information
{All amounts are in INR millions except per share data or as otherwise stated)
Part C -Non adjusti
wg events,
Audit qualifications for the respective years, which do not require any adjustments in the restated consolidated financial information are as follows:
Audit Qualifications in Annexure to Auditors’ Report, which do not require any corrective adjustments in the Restated Consolidated Financial Information
1) In addition to the audit opinion on the Consolidated Financial Statements, the auditors are required to comment upon the matters included in the Companies (Auditor's Report) Order, 2016 ("the CARO 2016 Order")
issued by the Central Government of India under sub-section (11) of Section 143 of Companies Act, 2013 on the Standalone Financial Statements as at and for the financial years ended 31 March 2019, 31 March 2020
and 31 March 2021 respectively. Certain statements/comments included in the CARO in the Standalone Financial Statements, which do not require any adjustments in the Restated Consolidated Financial Information are
reproduced below in respect of the Financial Statements presented,
‘Campus Activewear Limited (formerly Campus Activewear Private Limited):
‘or the year ended March 31, 2019, March 31, 2020 and March 31, 2021
Clause (vi) (a) of CARO 2016 Order
‘According to the information and explanations given to us and on the basis of our examination ofthe records of the company, amounts deducted/ accrued in the books of accounts in respect of undisputed statutory dues
including Provident Fund, Employees’ State Insurance, Income-tax, Goods and Service tax, cess and other material statutory dues have generally been regularly deposited during the period by the company with the
appropriate authorities though there has been a slight delay in the payment of Income tax.
For the year ended March 31, 2019, March 31, 2020 and March 31, 2021
Clause (vii) (a) of CARO 2016 Order
According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/ accrued in the books of accounts in respect of undisputed statutory dues
including Provident Fund, Employees’ State Insurance, Income-tax, Goods and Service tax, cess and other material statutory dues have generally been regularly deposited during the period by the company with the
appropriate authorities though there has been a slight delay in the payment of Income tax.
Part D: Material re-grouping: None
Appropriate re-groupings have been made in the restated consolidated balance sheet, restated consolidated statement of profit and loss, restated consolidated statement of cash flows and restated consolidated statement of,
changes in equity wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with the accounting policies and classification as
per the Ind AS financial information of the Group for the period ended 31 December 2021 respectively prepared in accordance with Schedule Ill of Companies Act, 2013 (revised vide MCA notification dated 24 March.
2021), requirements of Ind AS 1 and other applicable Ind AS principles and the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended.
275
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Activewear Limited (formerly twas Campus Activewear Private Linited)
“Amesare VI Nees restated cmlidated finan oformation
at emuras are INR lle icep per share dato a thers tid)
5 Property, plant and equipment
Parsulars Freshold land Leasehold lnd* Buildings Plant Computers Office equipment Furniture Vehicles Electrical Leasehold =Total
and machinery and fixtures Installaions improvements
Gras blac,
Balance sat April 2018 7528 ear 192.0 a9? 15.98 1580 24 un 28.88 1150 765.57
Addins 100 5150 92.96 430 v8 was a 355 92 27.00
Deletions air 03 15a, m9 286 030 aud S07 - s8.20
Balance as at'31 March 2019, ear IT ETE Tat maz wa waz ae mar aa
Adalions Tass TET 36547 Ba 1537 Tse Toe a0 To 73.36
Deletions : 200 oe 02 - 7 220
Balance as at'31 March 2020, TURE ar Ta TEST ar ar Ba cy TSS
Adalions 5050 SIB02 0 TSE Teaz aor 705 E5627
Deletions 7 494 ast : r 5.8
Balance as at 31 March 2021 Tua aoe Tze Ee Bx} os ae 3 EET
Balance as at 1 April2020 90.82 vost 75498 rao iss coor 2050 496 au 63555,
Adal 205.09, 5.17 aa 36s re oe 275 799.40
Deletions 7 498 ast - sat
Balance as at 31 December 2020, Toa Ta Te sae ae Tas ae we sear
Balance as at April 2021 90.82 aso. 1276.06 siz0 5223 as73 38.96 0s sao7 686.34
Addin : Ta 1056 ia 216 122 275 241.39
Deletions adjustments 6a sot oat 129 1a ow 5191
Balance as at 31 December 2021 iam a Te ass wae Tae ae a aa aa
Accumulated depreciation
Balance as at | April2018 os 1628 49.00 870 668 638 saa maa 059 100.77
Forthe yea" 2038 Sasi 5 7a aa 949 65 168 maa
Deletions oar 2 496 oa 24 oa ae 2 na
Balance as at 31 March 2019, cE Ta Tae Ta Tse Ta Ta Zi aT
Forthe year 37 30s 500 77 1139 Te 7a 95 1739
Deletions ou no : a7
Balance as at 31 March 2020, war Ta Ta aE Ba BRE TEE 7 Fae
Forthe yea" > ae Tae 3a 105 1175 Sar a a 037
Deletions bor aor 02
‘Balance as at 31 March 2021 ED waar Te Ha HE eT Toss wae
Balance as at 1 April2020 en 7.64 1398 na 2397 ana aes 72 wast
For the plod - 238 95.2 402 78 836 425 788 251 162.00
Deletions : Dot oor : 02
Balance as at 31 December 2020, TAT EST aT aE Hr Bae maT a EST
Balance as at 1 April2021 119.20 30.49 25.76 saa? wn a oss esas
For the period : 58.72 5.87 536 754 05, 1170 215 23430
Deleon adjustments 235 2295 aus as oa 07 278
Balance as at 31 December 2021 TEST aa sae ass ny aT aa 170 wT
Net block,
As at 31 March 2019, 76.23 ae amas 550 was nm a7 16a 1836 e0s.00
‘As at. March 2020, 10.42 3002 Sora 2119 oe a6 so 2e7o 161.94
‘As at March 2021 10.82 yout 936.57 a6 a6or 250 5092 pea 2oszas
‘As at. December 2020, 190.82 ez 35227 sis vat auto 90 dest rsasae
‘Ac at31 December 2021 90.82 mo.9 ans 1336 26 7339 959 peor 1985.11
“Leaseold land i reclassified under ROU assets asa | Apel 2018s per Id AS 116 (Refer nae 6)
‘includes delson of asses on account of cession of conta ove subsidiary on 24 September 2021
All thee deeds movable properties ave held in the name o respective ete, expt as menloned low
[Relevant ine Wemin he [Description of [The deeds held [whether We deed alder wa [Property had since [Reason Tor ot belng hela the | Grass Gaying | Grew carging | Gras carving] Gros caring] Gross ari
tance shee luemot property fin the name of lpromuter director or relative of which date fame ofthe campary value as at walueasat | valueasat” | valueasat | valueas at
fromoteridrectar or employee of ‘31 December 2021 | 31 December 2020 | 31 March 2021] 31 March 2020| 31 March 2019
lramoter’ director
rope ata equipment | Cand Bad | Rake NA P Feirary 2020 a Fa
lero
kranerstin
ism)
Prope ae he name of te
fs a, Ankititernaonat
; ae = | omar TO hich has converted ito Camps AL = =
a A Fabra IO pease rene cone 7%
krannessip p02
ism)
‘Asan 31 December 2021, the abovementioned ropes have been ane fm Akl Iternational a Campus AL Privat Linked
276
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
(All amounts are in INR millions except per share data or as otherwise stated)
4 Capital work-in-progress
Land Plant Furniture Electrical Office equipment Computers Leasehold Interest Total
and buildings and machinery _and fixtures installations improvements capitalised
Gross block
Balance as at 1 April 2018 12691 551 : 0.08 : : : 132.50
Additions 104.62 10.43 258 725 : . 1289 137.7
Capitalisations 2457 : : : : : 24.57
Balance as at 31 March 2019 206.96 15.94 733 : = zi 12.89 245.70
Additions 163.40 194.55 33.45 o54 o2I - 9.79 425.27
Capitalisations 199.49 55.33 23.00 897 0.08 : 19.19 318.92
Balance as at 31 March 2020 170.87 155.16 1778 057 5 349 352.05
Additions 8150 172.13 17.28 108 046 2393 308.44
Capitalisations 252.37 326.87 34.95 131 : 2742 653.99
Balance as at 31 March 2021 az Li on O34 0.05; 046 = 250
Balance as at 1 April 2020 17087 155.16 403 17.78 087 01s : 349 352.05
Additions 80.11 169.33, 7 17.20 0.99 136 : 1994 294.30
Capitalisations 212.16 320.66 784 3453 1.03 oss : 2343 600.53,
Balance as at 31 December 2020 38.82 3.83 as 053 0.63, 5 = 45.2
Balance as at 1 April 2021 12, on 034 0.05 046 - 250
Additions on 0.30 - : 28.93
Capitalisations 112 on 034 0.05 0.48 10.22
Balance as at 31 December 2021 19,60 om é 0.90 z 5 = 2421
Capital work-in-progress ageing schedule
[ewip “Amount in CWIP for a period of [Fotal
Tess than 1 year] 1-2 years| 2.3 years| More than 3 years
IAs at 31 December 2021
|. Projects in progress 2121 7 - 2121
|. Projects temporarily suspended 2 . -
[Fora mat i z : wat
las at 31 December 2020
|. Projects in progress 45.82 - = 45.82
. Projects temporarily suspended 7 :
[Fora waz i : : waz
Jas at 31 March 2021
|. Projects in progress 250 : z 250
. Projects temporarily suspended - -
[Fora 250 : = = 250
las at 31 March 2020
|. Projects in progress 340,03 274 928 352.05
. Projects temporarily suspended - -
[Total 34003, 274 328 = 35205,
las at 31 March 2019
|. Projects in progress 137.7 107.93 : 245.70
. Projects temporarily suspended - - :
[Foral 177 107.93 = z 2570
Notes:
1. At 31 December 2021, capitalised borrowing cost related to factory under construction amounted to INR Nil million (31 December 2020: INR 19.94 million, 31 March 2021: INR 23.93 million, 31 March 2020: INR
9.79 million, 31 March 2019: INR 12.89 million) atthe rate of Nil% p.a. (31 December 2020: 8.20% to 8.50% p.a., 31 March 2021: 8.20% to 8.50% p.a., 31 March 2020: 8.50% pa, 31 March 2019: 8.90% p.a.), which
will be apportioned between the assets while capitalising,
2. The Group does not have any CWIP which is overdue or has exceeded its cost compared to its original plan and hence CWIP completion schedule is not applicable,
3. Refer note 39 for capital commitments
277
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
(All amounts are in INR millions except per share data or as otherwise stated)
5 Intangible assets
Gross block
Balance as at 1 April 2018
Additions
Deletions
Balance as at 31 March 2019
Additions
Deletions
Balance as at 31 March 2020
Additions
Deletions
Balance as at 31 March 2021
Balance as at 1 April 2020
Additions
Deletions
Balance as at 31 December 2020
Balance as at 1 April 2021
Additions
Deletions
Balance as at 31 December 2021
Accumulated amortisation
Balance as at 1 April 2018
For the year
Deletions
Balance as at 31 March 2019
For the year
Deletions
Balance as at 31 March 2020
For the year
Deletions
Balance as at 31 March 2021
Balance as at 1 April 2020
For the period
Deletions
Balance as at 31 December 2020
Balance as at 1 April 2021
For the period
Deletions
Balance as at 31 December 2021
Net block
As at 31 March 2019
As at 31 March 2020
As at 31 March 2021
As at 31 December 2020
As at 31 December 2021
278
Trademarks
1.01
0.24
1.25
Trademarks
0.29
0.08
0.37
0.68
0.82
0.72
0.74
0.88
Software
21.38
21.38
23.09
2.46
25.55.
Software
Total
10.15
5.71
6.53
22.39
L7L
24.10
22.39
22.39
24.10
2.70
26.80
Total
18.62
11.81
13.50
8.06
8.11
6.93
15.32
3.67
18.99
12.49
14.32
8.78
8.85
781
| 277 |
Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf |
‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
All amounts are in INR millions except per share data or as otherwise stated)
6 Right-of-use assets and lease liabilities
a) First time adoption of Ind AS 116- Leases
Effective 01 April 2019 the Group adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing on 01 April 2019 using the modified retrospective method. ROU are measured at cost compr
ing the
amount of the initial measurement of lease liability, any lease payments made at or before the commencement date. Lease liabilities were recognised based on the present value of the remaining lease payments, discounted using the
incremental borrowing rate atthe date of initial application,
For the purpose of preparing restated consolidated summary statement, Ind AS 116 has been applied retrospectively with effect from 01 April 2018.
The following is the summary of practical expedients elected on initial application:
1. Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date
2. Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application.
3. Applied the practical expedient to grandfather the assessment of which transactions are leases
Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases under Ind AS 17.
‘The effect of adoption of Ind AS 116 is as follows:
Particulars
Balance Sheet
Assets
Non-current assets
Right-of-use assets
Total assets
Liabilities
Lease liabilities
‘Total liabilities
Income Statement
Amortisation expense of right-of-use assets
Amortisation expense of leasehold land re-classfied to right-of-use assets
Rent*
Interest on lease liabilities
Gain on termination of lease contracts
Rent waiver on lease liabilities
Restated loss for the period’ year
‘Includes adjustment of prepayment portion of security deposit of INR 0.44 million in FY 2018-19
Statement of cash flows (increase/(decrease)
Impact on profit and loss
Amortisation on right-of-use assets
Amortisation of leasehold land
Interest on lease liabilities
Adjustment of prepayment portion of security deposit
Gain on termination of lease contracts
Rent waiver on lease labilties
Cash generated from operations (A)
Payment of principal portion of lease liabilities
Interest on lease liabilities
Net cash outflows from financing activities (B)
Neti
rrease in cash and cash equivalents during the period / year (A+B)
There is no material impact on other comprehensive income or the basic and diluted loss per share.
Asat
31 December 2021
Asat
31 December 2020
Asat
31 March 2021
Asat
31 March 2020
Asat
31 March 2019
723,33 435.11 490.88 416.10 298.40
723.33 435.11 490.88 16.10 298.40
669.80 355,13 416.44 323.01 238.84
669.80 355.13 16.44 323.01 238.84
89.36 49.86 69.25 52.47 27.93
: : : - (072)
(99.26) (65.52) (76.93) (67.49) (63.28)
35.20 21.68 30.38 26.59 17.69
057) (1.33) (1.33) (1.59) -
77) (9.26) 0.91) - -
15.96 343 10.46 19.98 TLAz
(15.96) 6.43) (0.46) (19.98) a1.62)
89.36 49.86 69.25 52.47 27.93
: : : 2 (072)
35.20 21.68 30.38 26.59 17.69
: 2 = (0.48)
@s7) (1.33) (1.33) (59) :
(77) (9.26) 0.91) - -
99.26 55.52 76.93 3749 3284
(64.08) (33.84) (46.55) (30.90) (05.15)
(35.20) (21.68) (30.38) (26.59) 07.69)
(09.26) (65.52) (76.93) (67.49) (@2.84)
279
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf |
‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
All amounts are in INR millions except per share data or as otherwise stated)
b) Group as lessee
Information about leases for which the Group isa lessee is presented below:
Right-of-use assets (ROU assets)
Gross block
Balance as at 1 April 2018
Addition for new leases
Deletions
Balance as at 31 March 2019
Ind AS 116 transition adjustments (refer statement of adjustments to restated consolidated financi
Balance as at 1 April 2019
Addition for new leases
Deletions
Balance as at 31 March 2020
Addition for new leases
Deletions
Balance as at 31 March 2021
Balance as at 1 April 2020
Addition for new leases
Deletions
Balance as at 31 December 2020
Balance as at 1 April 2021
Addition for new leases
Deletions
Balance as at 31 December 2021
Accumulated amortisation
Balance as at 1 April 2018
Amortisation charge for the year
Deletions’ adjustments,
Balance as at 31 March 2019
Ind AS 116 transition adjustments (refer statement of adjustments to restated consolidated financi
Balance as at 1 April 2019
Amortisation charge for the year
Deletions’ adjustments,
Balance as at 31 March 2020
Amortisation charge for the year
Deletions’ adjustments,
Balance as at 31 March 2021
Balance as at 1 April 2020
Amortisation charge for the period
Deletions’ adjustments,
Balance as at 31 December 2020
Balance as at 1 April 2021
Amortisation charge for the period
Deletions’ adjustments,
Balance as at 31 December 2021
Net Block
Asat31 March 2019
As at 31 March 2020
As at 31 March 2021
As at 31 December 2020
As at 31 December 2021
information)
280
Leasehold land
68.17
107.64
107.64
(0.07)
107.57
247
0.96
3as
3.70
as2
(0.03)
459
66.78
105.17
103.94
104.21
102.98
Land and building
159.32
102.79
8.28)
25883
B29
255.59
136.50
(35.93)
35616
161.32
(20.39)
a
a
356.16
86.16
(20.39)
Wi93
497.09
333.01
(6.71)
313.39
27.21
Wat
@7.21)
51.42
6.19)
3
8.02
G.10)
5
45.23
48.90
G.10)
o03
110.15
88.44
55)
193.04
231.62
310.93
386.94
330.90
620.35,
Total
27.49
102.79
28)
327.00
G7)
323.83,
175.90
(35.93)
765.50,
161.32
(20.39)
w0a 75
463.80
86.16
(20.39)
604.73,
333.01
(16.78)
920.96
0.67
27.93
25.60
(27.18)
1.42
52.47
(6.19)
47.70
49.86
@.10)
446
113.85
89.36
658)
197.63
298.40
416.10
490.88
435.11
723.33
| 279 |
Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf |
‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
All amounts are in INR millions except per share data or as otherwise stated)
Lease liabilities
Opening Balance
Ind AS 116 transition adjustments (refer statement of adjustments to restated
consolidated financial information)
Adjusted balance as on 1 April 2019
Addition for new leases
Interest on lease liabilities
Payment of lease liabilities
Deletions
Closing balance
Refer note 45 for details regarding the contractual maturities of lease liabilities.
Lease liabilities included in the statement of financial position:
Current
Non-current
The following are the amounts recognised in restated consolidated statement of profit and loss:
Particulars
Amortisation expense of right-of-use assets
Interest on lease liabilities
Gain on termination of lease contracts,
Rent concession on lease liabilities
Total amount recognised in restated consolidated statement of profit and Loss
Asat Asat Asat Asat Asat
BA December 2021 31 December 2020 31 March 202131 March 2020 31 March 2019
4644 323,01 B30 Tae 156.65
z 931
F ‘ 2 248.15 -
328.80 84.28 158.30 136.50 100.62
35.20 21.68 30.38 26.59 17.69
(99.26) (65.52) (76.93) (67.49) 28a)
(1138) (18.32) (08.32) (30.74) (3.28)
69.80 3513 wea 32301 Beet
Asat Asat Asat Asat Asat
31 December 2021
31 December 2020
31 March 2021
31 March 2020
31 March 2019
109.90 56.52 6451 45.58 21.26
559,90 298.61 351.93, 277.43 217.58
669.80 355.13 16-44 32501 BEBE
For the period ended Forthe period ended For the year ended For the year ended For the year ended
31 December 2021
31 December 2020
31 March 2021
31 March 2020
31 March 2019
89.36 49.86 69.25 52.47 2793
35.20 21.68 30.38 26.59 17.69
057) (1.33) (1.33) (59) :
(77) (9.26) (0.91) Z ‘
15.22 6095 3739 Wal BET
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:
Particulars
Not later than one year
Later than one year and not later than five years
Later than five years
‘Total
Asat
31 December 2021,
Asat
31 December 2020
Asat
31 March 2021
Asat
31 March 2020
Asat
31 March 2019
163.00 85.96 98.98 72.46 4298
487.23 258,22 299.27 234.83 164.08
233.46 136.10 166.40 127.45, 158.33
Ba3.69 F025 a6 WTA 3O53T
The Group does not face a significant liquidity risk with regard to lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
Notes:
() The Group incurred INR 10.53 million (31 December 2020: INR 8.10 million; 31 March 2021: INR 12.48 million; 31 March 2020: INR 3.92 million; 31 March 2019: INR 6.67 million) towards expenses relating to short-term
leases and leases af low-value assets.
(
The Group's leases mainly comprise of land, retail stores, office and warehousing facilites.
The Group has applied practical expedient in Indian Accounting Standard (Ind AS 116) notified vide Companies (Indian Accounting Standards) Amendment Rules, 2020 by Ministry of Corporate Affairs (‘MCA’) on 24 July 2020
to all rent concessions received as a direct consequence of COVID-19 pandemic. Accordingly, the Group recognized an amount of INR 8.77 million (31 December 2020: INR 9.26 million; 31 March 2021: 10.91 million) as other
281
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | (Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
(All amounts are in INR millions except per share data or as otherwise stated)
Asat Asat Asat As at As at
31 December 2021 31 December 2020 31 March 2021 ‘31. Mareh 2020 31 March 2019
7. Non-current financial asets
Other financial assets
(unsecured, considered good unless otherwise stated)
Bank deposits with remaining maturity of more than 12 months (at amortsed cost)" 3091 15.13 24 1459 13.60
Ingerest accrued on deposits with banks Z : & 0.03
Security deposits at amortised cost 30.79 26,00 27.84 24.16 26.85,
a7 aa a0 wa
“Fixed deposits pledged with Sales tax department INR 0.23 million (21 December 2020: INR 0.23 million, 31 March 2021: INR 0.23 million, 31 March 2020: INR 0.23 million, 31 March 2019: INR 0.23 milion) and remaining amount i
Iying with bank as margin money against non fund based limit ssued by bank.
Refer note 45 for information about credit risk and market risk of financial asses,
8 Deferred tax assets
A. Movement in deferred tax balances
sat Recogidin Recep other vat
O1Apr2018———satanenotproft ond —_compreteve income 24 March 2019
he
Deferred tax ast (ite)
Property, lant and eqns and ange ses 1695 490) 2 2o196
“ants cated foward 08 Gan) : faa
MAT Cra ‘oor fat : sass
Provision er ployee eas 1020 2a 02» 1230
Alowan fo expec ced ls dct ped ade echales 308 aa : 748
Proton or very ; 2a 2a
ac igh of se stand ase abs : 432 ‘ 7452
Deed ax on na gp poi ination 29 207 : cas
Cer tengray teres, 20 @sn 2 soa
Tot TESS Sa a) TH
As at mca ‘Recognized in other Asat
oxapeanig——SatmentofPFOBL SR npn nome 24 March 2020
Deferred tan ast (bitin?
Proper, lant and enn and tangle ses soa e207 “ 2406
Touts etd fo o.8 ia) 2 1479
MAT Cia vas 40 : vans
Proton fo ployee eas 290 S01 sa aa
Alawar epee ce ss nd cet ped ade eclales 718 za : 09
Proison or iver 224 7” 2 297
Taco igh of stand ese abs ; 0.03 : 0.03
Deed nia gop pi elation 616 rat ; no
Ctr pray cites 1682 6) : 1a
Tot a a) TH SRT
econo wit peng defore tox ast alae
Balnce aon 31 March 2019 ase
Deed on fs AS T16 vason asin estate of aston 7
to restated consolidated financial information) (85)
Balance as on 1 Apri 2019 aT
sat Recep i Recep in ote sat
OxAprl2020 ——satonenofprot ond comprehensive ncn 24 March 2021
he
Detered tas! lables)
Property, pnt nd enn and tangle asses 20406 (a01.7 . (67.06
“at treated foward 1479 47) 3 :
MAT Cra vas 29 ‘ was
Provision fer ployee ents nd Gap aon 220
lowame oes cet ss nd cet ipa ade ecala 2109 bat : sa
Provien or iventy S97 523 2 1329
Tac a ight of se stand ease abs 99.93 2ouia : ua
fered ax on a grap poi aidan 207 at : 650
Cte gray ites, 193 625 : aaa
ST a way Tan
ee statement af prottand——_Recoiedintier aay
01 April 2020 ‘ce comprehensive income 31 December 2020
Deferred tax asst (bt)
Property, plant nd eplpnn andtanghe sets 20406 sav ‘ 20200
"ants cat ward 1479 5) : fn
MAT Cra vrais an} ‘ ws
Provisioner ployee ens a4 ma ex ‘191
lowan fo expected ce ss dct pte ade ecalas 2108 260 : 307
Provision or very a7 ea : 200
paca igh of se stand ae abs 9038 eis ‘ nas
Deed x nna grep poi aidan 207 a0 : moa
Cer ngray cites, mast 6a : 2027
Tot Son TERE a oe
282
| 281 |
Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf |
Campus Activewear Limited (formerly known as Campus Activewear Private
Annexure VII Notes to restated consolidated financial information
(All amounts are in INR millions except per share data or as otherwise stated)
ited)
Deferred tax assets (liabilities)
Property, plant and equipment and Intangible assets
MAT Creat
Provision for employee benefits
Allowance for expected credit loss and credit impaired trade receivables
Provision for inventory
Impact of right of use asset and lease labilities
Deferred tax on intra group profit elimination
Other temporary differences
Total
Impact on account of cessation of subsidiary
Property, plant and equipment and Intangible assets
Provision for employee benefits
‘Total
‘Total catred forward losses have been utilised till 31 Match 2021
B. Amounts recognised in profit or loss
‘Current tax expense
‘Current period’ year
Adjustment for prior years
Deferred tax expense
‘Change in recognised temporary diferences
‘Total tax expense
C. Amounts recognised in other comprehensive income
tems that wil not be reclassified subsequenly to profit or loss
Remeasurements of defined benefit ability
Before tax
‘Tax (expense) income
Net of tax
D. Reconciliation of effective tax rate
Profit before tax from contin
Rate
operations
‘Tax using the Group's domestic tax rate
Tas effet of:
'Non-deductible expenses
‘Tax-exempt income
Effect of change in tax rate
Derecognition of deferred ax on goodwill
Deferred tax on intra group profit elimination
‘Tax adjustment for earlier years
Other adjustments
As per Statement of Profit and loss
Reconciliation of effective tax rate (in %)
Rate
‘Tas effet of:
'Non-deductible expenses
“Tax-exempt income
Effect of change in tax rate
Derecognition of deferred ax on goodwill
Deferred tax on intra group profit elimination
‘Tax adjustment for earlier years
Other adjustments
For the period ended
Asat saeco coped in other Ast
oxapriann, ——«atememt a proftsmd—— erchesve come 31 December 2021
790) (400) - (e186)
rn76 t06) : biz
262 (a5) cam ens
asa 22) z siz
1520 os : 1703
une ata : 17
4658, a7 a 9605
a8 om : Mutt
SF 1633 ay sat
uss)
iss
a
For the period ended
For the year ended
For the year ended
For the year ended
31 December 2021 ‘31 December 2020 ‘31 Mareh 2021, ‘31. Mareh 2020 31 March 2019
(208.43) (4413) 209.55) @2a.17) (4123.29)
(0.09) 0.68) (0.58) (0.45) (0.16)
(08.52) 481) @10.13) (@28.02) (183.45)
16,99 1652 220.69) 25.23) (93.04)
16.99 1652 (220.69) (5.23) (93.84)
91.53) 28.29) (430.82) (363.85) (277.29)
For the period ended
For the period ended
For the year ended
For the year ended
For the year ended
‘31 December 2021 ‘31 December 2020 ‘31 March 2021, ‘31 Mareh 2020 31 March 2019
542 628 1461 (15.35) 0.66
(1.8) @12) (41) 393 (021)
354 ‘416 10.00 Cray 05
For the period ended
For the period ended
For the year ended
For the year ended
For the year ended
‘31 December 2021 ‘31 December 2020, ‘31 March 2021, ‘31. Mareh 2020 31 March 2019
T9857 196.75 (9.45 7A 63.29
34.9406 34.94% 34.98% 34.94% 31.20%
WaT OTS Wasa ret) GS
283 660) 893 3459 10.83
: - : @uas)
(8a) (2250) ea. 150 a7.
247.47 :
(a9.aa) (2.06) (46.58) (7a 3.87
ost (058) (0.45) 016)
oat Gan 057 093 (0.12)
PIES 2829 aaa 368.85 W728
Wars a2 30.82) O55) 7B}
For the period ended “For the period ended For the year ended For the year ended For the year ended
‘31 December 2021 31 December 2020 31 March 2021, 31. Mareh 2020 31 March 2019
34.9006 349006 390% MWe 320%
0.25% 2.899% 1.2006 3.50% 1.63%
0.00% 0.00% 0.00% 0.00% 470%
5.34% 11.44% 2.30% 0.15% 13.13%
0.00% 0.00% 35.30% 0.00% 0.00%
8.38% 4.603% 6.66% 1.20% 0.50%
0.00% 0.26% 0.00% -0105% 0.02%
0.07% 21.98% 0.00% 0.09% 002%
58%. Taa7% 159% eave. arA0%.
“Pursuant to amendment by Finance Act, 2021 dated 28 March 2021, goodwill has been held as non-ax deductible asset effective 1 April, 2021. Consequently, the Company has derecognised the defered tax assets on goodwill as on 34
March 2021 amounting to INR 247.17 milion, thereby impacting profit aftr tax for the year. However, in View of the requirements of the Ind AS 10 Events After Reporting Date, impact ofthe said amendment is not considered while
‘calculating deferred tax forthe period ended 31 December 2020.
9. Income tax assets (net)
Advance tax [Net of provision for income tax - INR 113.35
nillion (31 December 2020: INR. 89.37 million, 31. March
2021: INR 47.92 allan, 31 March 2020: INR 91.37 milion,
31 March 2019: INR 0.99 mlion)]
Asat Asat Asat As at As at
31 December 2021 31 December 2020, 31 March 2021, 31 Mareh 2020 31. March 2019
48.20 11034 27.82 2.79 -
#20 Toa We 279 z
283
| 282 |
Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | (Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes o restated consolidated financial information
{All amount ae i INR millions except per share data or as otherwise stated)
10 Other non-current assets
(unsecured, considered good unless otherwise stot)
(Capita advances
repaid expenses
Balance with goverament authorities
11 Inventories
(alued at lower of cost and ne realsabe value)
Raye materials *
‘Work in progress
Finished goods *#
Packing material
Less Provision for inventory
Carrying amount of inventories pledged as security for borrowings
“includes goods in
Asat Asat Asat
1 December 2021 _31 December 2020 ‘31 March 2021
Asat
31 March 2020
Asat
31 March 2019)
Let maa 154 wis7 08
0.98 oss, a z 076
: 605 6.05 2
Zam Tae 73 TST a
1.30082 ron mar yoas2 sia
‘sn092 26453 34325 2.40 208.49
1470.24 7a249 93892 6.03 435.05
24.20 4758 5402 4220 371
153) (4129) (95) (99) 18)
a0. Taz Zoe Tea Tass
3.20875 17742 202496 1,699.11 1.18155
December 2020: INR 1.14 milion, 31 March 2021: INR Nil million, 31 March 2020: INR Nil millian, 31 March 2018: INR 1.23 milion)
straw material INR 92.67 million (31 December 2020: INR 50,57 million, 31 March 2021: INR 25.80 million, 31 March 2020: INR 2.93 million, 31 March 2019: INR 9:32 milion), and finished goods INR 2.21 milion (31
“The Group has recorded provision of INR. 19.70 million on raw material during the period ended 31 December 2021 (31 December 2020: INR 17.50 million) and year ended (31 March 2021: INR 19.47 milion, 31 March 2020: INR 21.20 milion, 31
‘March 2019: INR 4.75 milion), INR 1.09 millon on work in progress (31 December 2020: INR 0.96 milion, 31 March 2021: INR 1.43 milion, 31 March 2020: INR 7.85 mili, 31 March 2019: INR 1.46 million) and INR 30.74 milion on finished
‘goods (31 December 2020: INK 22.74 million, 31 March 2021: INR 23,05 million, 31 March 2020: INR 0.89 milli, 31 March 2019: INR 0.96 million) on acgunt of slow moving and non moving inventory
‘Finished goods include both Stock in trade and manufactured goods, as bth are stocked together.
12 Trade receivables
“rade receivables considered good secured
Asat Asat Asat
1 December 2021 __31 December 2020, 1 Mareh 2021
Asat
31 March 2020
Asat
31 March 2019,
1090.81 110138
1sidas
620.10
“rade receivables- considered good unsecured 1a7.s
“Trade receivables which have significant increase in ered sk : : 7 7 :
“rade receivables credit impaired sas7 219 2.98 2327 22.90
7369.72 7129.60 Tiai36 1539.70 543.00
Less: Allowance for expected credit loss 4a) (09.65) (13.40) 127) -
‘Less: Allowance for credit impaired wade receivables (wasn (29.19) (e998) (527) (22.90)
T2262 38.75 361.58 TaB.16 7620.10
‘Refer note 45 for information about cet risk and market isk of rade receivables.
‘Trade receivables ageing schedule
(Outstanding fr following periods from due date of payment
Asat 31 December 2021 Not Due Tess than 6 months ‘Tmonths I year 2 years 723 years Mare than 3 years Total
Particulars
(Undisputed trade receivables ~ considered good 75954 99.72 ast sot 14 2 Lamas
(i) Undisputed trade receivables which have sigaificant : és a és : 2
increase in cred risk
(ii Undispted tade receivables — credit impaired - 498, 34.48 a9 958 2m ous?
(iv) Dispute trade receivables considered gond : : 3 Z
(9) Disputed trade receivables - which have significant : : : : : :
Increase in credits
(i) Disputed trade receivables credit impaired 5 2 2 - - .
Total ast aT Tas pa woz PETE T3ea7
‘Outstanding for following periods from due date of payment
Asat 31 December 2020 Not Due Tess than 6 months ‘months 1 year 12 years 723 years Mare than 3 years "Total
Particulars
( Uneisputed trade receivables ~ considered good 50361 383.65 199.28, 35.43 a2 ous 090.41
(i Undisputed trade receivables which have significant - : 7 7 :
Increase in credit rsk
(Gi Uneispted tade receivables — credit impaired 425 209 B22 1236 502 235 29.19
(iv) Dispute trade receivables considered gond : 3g 2 2 : 2
(©) Disputed rae receivables - which have significant : . 5 és 2 :
increase in credit isk
(Gi) Disputed trade receivables credit impaired 2 = 2 = : 2
Total Sas ESE so ae Bar 250, Tee
Outstanding fr following periods from due date of payment
Asat 31 March 2021 Not Due Less than 6 months ‘Trmonths “1 year 12 years 73 years Mare than 3 years Total
Particulars
(Undisputed trade receivables ~ considered good 589.07 3263 95.69 7399 : s 1101.38
(i) Undisputed rade receivables which have sigaificant és : : : z
Increase in credit sk
(ii Undispted tade receivables — cede impaired a 7a an. uae mua 2a 39.98
(iv) Disputed trade receivables considered good - : : : - :
(©) Disputed trade receivables - which have significant : ‘ 5 : : B
Increase in credits
(Gi) Disputed trade receivables credit impaired 3 3 : 2 5
Total S07 350.06 war war Tae 2a, Tae
284
| 283 |
Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | (Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes o restated consolidated financial information
{All amount ae i INR millions except per share data or as otherwise stated)
a
“
wv
As at 31 March 2020
Particulars
(Undisputed trade receivables ~ considered good
(Gi) Undisputed trade receivables which have significant
increase in credits
(ii Undispted tade receivables — credit impaired
(iv) Disputed trade receivables considered gond
(©) Dispited trade receivables - which have significant
Increase in credits
(Gi) Dispited trade receivables credit impaired
Total
Asat'31 March 2019,
Particulars
(Undisputed trade receivables ~ considered good
(i) Undisputed rade receivables which have sigaificant
increase in credit sk
(iy Undisputed tade receivables — cede impaired
(iv) Disputed trade receivables considered good
(©) Dispited trade receivables - which have significant
increase in creit risk
(Gi) Disputed trade receivables credit impaired
Total
(Cash and cash equivalents
(Cashin hand
Balance with banks:
“In current account
Fixed deposits with original maturity of less than 3 months)
‘Total
Outstanding for fllowing periods from due date of payment
Not Due Tess than 6 months Gmmoaths I year 2 years 73 years Mare than 3 years Total
505.90 6.49 767 Maas oot 2 1143
. toa Mas 336 - 2527
a0 aa Tas Ba 37 = Tssa70
‘Outstanding for following periods from due date of payment
NatDue Tess than 6 months Tmonths 1 year To years 73 years ‘More than 3 years Toad
1osa.71 535.67 627 45, : s 1620.10
2 sud a 163 2 ss 2.90
TTT Soar Sia Ten, : 5 Taso
Asat Asat Asat Asat Asat
Refer note 4 for information about credit risk and market risk f financial asset,
‘Bank balances other than those included in cash and cash equivalents
(unsecured, considered good unless otherwise stoted)
Fixed deposits with remaining maturity of more than 3 months but less than 12 months
Total
Refer note 4 for information about credit risk and market tsk f financial assets,
Loans
(unsecured, considered good unless otherwise stated)
‘Loans to employees
Total
‘Sub-classification of loans:
Loan receivables considered good- Secured
Loan receivables considered good- Unsecured
Loan receivables which have significant increase in credit isk
Loan reeivables- ret impaired
Refer note 45 for information about credit risk and market risk of financial assets,
Other financial assets
(unsecured, considered good unless otherwise stoted)
Insurance claim receivable
(Othe receivables*
Total
“tt includes expenses incurred in relation to 1PO that will be recovered by the Company fom the selling sharcholders upon successful completion of 190 in proportion tothe shares that ae expected tobe offered tothe public in offering,
Refer note 4 for information about credit risk and market risk of financial asst,
Other current assets
Advances to supplier:
Balance with government authorities
Prepaid expenses
Total
1 December 2021
31 December 2020 21 March 2021
31 March 2020
31 March 2019,
22 1.06 94 080 17
399 oz 11 132.08 1374
2 : O58
2a Tor TaN TZ TS
Asat Asat Asat Asat Asat
1 December 2021
1 December 2020 ‘31 March 2021
31 March 2020
31 March 2019)
50.00
co
Asat
1 December 2021
Asat Asat
31 December 2020 {31 March 2021
Asat
31 March 2020
Asat
1 March 2019,
97 too 489 M25 19a
a7 TOR aa EH
97 to02 409 Maas a9
Asat Asat Asat Asat Asat
1 December 2021
‘1 December 2020 231 March 2021
a1 March 2020
31 March 2019
1492
69s,
Ta
a7
35,
Asat
‘1 December 2021
Asat Asat
31 December 2020 231 March 2021
Asat
a1 March 2020
Asat
1 March 2019,
695 4405 woz uz 185
90.47 eutss 782.07 32730 28.88
24.65 be 1060 1036 ‘04
155.08 oar waar 30 Burr
285
| 284 |
Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | (Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
{All amounts are in INR millions except per share data or as otherwise stated)
Asat Asat Asat Asat Asat
31 December 2021 31 December 2020 1 March 2021 3UMarch2020 31 March 2019,
18 Share capital
Authorised equity share capital
907,000,000 equity shares of INR 5 each (31 December 2020: 300,500,000, 31 March 2021: 4535.00 3.05.00 4535.00 3,005.00 300
453,500,000, 31 March 2020: 300,500,000, 31 March 2019: 500,000 equity shares of INR. 10
each
Nil (31 December 2020: 153,000,000, 31 March 2021: Nil, 31 March 2020: 153,000,000, 31 1,530.00 2 1530.00 1,530.00
Marcia 2019: 153,000,000) redeemable preference shares of INR 10 each
0 aa 500 S00 FEO
[sued, subscribed and fully paid-up
304,326,004 equity shares of INR 5 each (31 December 2020: 151,871,564, 31 March 2021: s2162 1518, 11871 11871 oa
151,871,564, 31 March 2020: 151,871,564, 31 March 2019: 97,331 equity shares of INR 10
each
TSHR TST TS17T TS1e7T a7
Rights, preferences and restrictions atached to equity shares
(@) The Company has only one class of equity shares having par value of INR 5 pe share. Each holder of equity shares is entitle to one vote per share
() In the event of liquidation ofthe Company, the holders of equity shares willbe entitled o recive remaining assets ofthe Company after distribution of ll preferential amounts. The distribution wil bein proportion to dhe umber of quit shares held by
shareholders,
Employee stock options
‘Terms attached 1 stock options granted to emplayees are disclosed in note 42 regarding share-baed payments
‘Reconciliation of umber of equity shares outstanding a the beginning and end ofthe year period:
No.of Shares Amount
‘Outstanding as at 01 April 2018 ‘O35 a7
‘Shares issued during the year z 2
(Outstanding as at 31 March 2019 SST 1977
‘Shares issued a bonus shares TESST OTT T0587
‘Shares issued on exercise of employee stock options (refer nate 42) 1,787,162 v.87
(Outstanding as at 31 March 2020, ETE T5871
‘Shares issued during the year
(Outstanding as at 31 March 2021, TSTaTESE TTT
Outstanding as at 01 April 2020 151,871,568 151871
‘Shares issued during the period : =
‘Outstanding as at 31 December 2020 TSTRTI SE: TSIa7T
‘Outstanding as at 01 April 2021 151,871,564 1sia71
‘Shares issued during the period 291,438 291
‘Adjustment for sub-division of equity shares 152,163,002 -
(Outstanding as at 31 December 2021 BA,
Details of shareholders holding more than 5% shares inthe Compar
Equity shares of INR 5 each flly paid up held by Asat Asat Asat Asat Asat
1 December 2021 21 December 2020 21 March 2021 31 Mareh2020_ 31 March 2019
“Hari Krishan Agarwal [No.of shares 183,675,892 8,688,000 98,688,000 98,688,000 64,000
Percentage 60.39% 64.98% 195% 64.9896 65.76%
-Nikil Aggarwal No.of shares 41,267,004 20,633,502 29,633,502 20,633,502 13381
Percentage 13.56% 13.59% 12.59% 13.59% 13.75%
TPG Growth I SF PTE. Limited No.of shares 52,307,692 26,153,846 25,153,806, 24,607,236 15958
Percentage 17.19% 172% 17.22% 16.20% 16.40%
‘Shares reserved for issue under options:
Asat Asat Asat Asat Asat
1 December 2021 231 December 2020 21 March 2021 31March2020_ 31 March 2019,
‘Under employe stock option scheme (refer note 42)
[No.of shares 2.357.349 310,324 201,438 1,159,600 2013
Amount 9 aa 291 1.60 oo
Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting dat:-
‘During the five period ended 31 December 2021, 31 December 2020, 31 March 2021, 31 March 2020 and 31 March 2019:-
onus issues
“The shareholders ofthe Company at ts general meeting held on 27 September 2019 approved the allotment of bonus share in the ratio of 1:1541 as on the recrd date of 27 September 2019 to each ofthe equity sharcholders ofthe Company. Subsequently,
149,987,071 Bonus Shares of 10 each amounting to INR 1,499.87 Milion, wee alloted on 26 October 2019 in the rato of 1:1541 tothe eligible equity shareholders.
‘Shares reserved for issue under options
Information relating tothe Group's share based payment plans, including details of options issued, exercise and lapse during the financial year and options outstanding atthe en ofthe repcting period is set out in note 42
Details of equity shares held by promoters
Asat 31 December 2021
Promoter's Name No.of shares atthe Change during the No.of shares at the % of Total Shares % Change during
beginning ofthe period period* end ofthe period the period
-Hari Krishan Agarwal 35,688,000 BESRTRBE 153.675 57 wa a
“Nikhil Aggarwal 20,633,502 20,633,502 41,267,004 13.56% 0.03%
119.320 507 105 62,350 DASA B96 5% 06%
“Includes impact of subdivision of equity shares
Asat 31 December 2020
Promoter's Name No.of shares atthe (Change during the No.ofshares at the 9 of Total Shares % Change during
beginning ofthe period period end ofthe period the period
Hari Krishan Agarwal 35,688,000 a 38,685,000, ro zi
Nikhil Aggarwal 20,633,502 : 20,633,502 1.59% :
79,321,502 = T19.321,502 TESTS z
286
| 285 |
Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | (Campus Activewear Limited (formerly known as Campus Activewear Private Limit
Annexure VII Notes to restated consolidated financial information
{All amounts are in INR millions except per share data or as otherwise stated)
Asat 31 March 2021,
Promoter's Name No.of shares atthe Change during the -Naofshares at the % of Total Shares % Change during
begining ofthe year year end ofthe year the year
Hari Krishan Agarwal 5,588,000 35,685,000, roa
-Nikil Aggarwal 20,633,502 20,633,502 1.599%
119,321,507 = 719,321,502 TESTI =
As at 31 March 2020
Promoter's Name No.of shares atthe Change during the —-Na,ofshares at the 9% of Total Shares % Change during
begining ofthe year year? end ofthe year the year
“Hari Krishan Agarwal 55,000 SESE OO 75,685,000, isa 7
Nikhil Aggarwal 13381 20,620,121, 20,633,502 13.50% 0.16%
77380 719.2487 119,321,502 TEST Ta
“Represents issue of anus shares
As at 31 March 2019
Promoter's Name No.of shares atthe Change during the Na,ofshares at the % of Total Shares % Change during
begining ofthe year year end ofthe year the year
Hari Krishan Agarwal EDT E00 ST
Nikhil Aggarwal 13381 aa 13.75%
7738 : 77 3er TIST% =
‘The Board of Directors and sharsholders of the Company at their meeting held on 9 November 2021, have approved stock split of ane equity share having face value of INR 10 each into wo equity shares having face value of INR 5 each
Asat Asat Asat Asat Asat
31 December 2021
19 Other equity
1 December 2020
21 March 2021
231 March 2020
31 March 2019
Retained earnings 2430.44 14747 1578.02 1298.37 67988
Securities premium 162479 1,387.36 1387.36 1387.36 297358
(ther comprehensive income 3 3 2 178
(Capital reserve 367.86) (1567.26) 1367.86) 1367.86) 1.36736)
Share options outstanding account 747 97 to. it 2967
75058 505.95 Teor. 64 aera 2016.75
sat ‘Asat sat ‘Asat ‘Asat
21 December 2021
{31 December 2020
231 March 2021
31 March 2020
31 March 2019)
(@ Retained earnings
Balance atthe beginning ofthe period! year 157.02
129837 1298.37 erase 295.48
BAS ii Soc te tome iil il emg : : aa -
‘Ald Profit forthe period yar 855.83 168.65, 260.74 615.99 a4
‘Add Transfer om other camprehensive income 312 431 7a? ein :
‘Share options lapsed during the perio year 247 3d aaa 2
Balance at the end ofthe perio! year zwar Tar Ts7e02 TERT wast
Securities premium
Balance at the beginning ofthe period year 1587.36 1,587.35 1587.36 2a7asa 2arasa
Ad: Premium on equity shares issued during the period year 373 Z 213.65
Less: Uilsed on issue of bonus shares - - 4,499.87),
Balance a the end ofthe period year TenaTy TSe7 36 TSe736 T0736 Ta
Other comprehensive income
Balance atthe beginning of the period year - - 178 La
Ad: Addition during the period year a2 4a 747 695) os,
Less: Transfert retained earnings eu fem can, 517
Balance at the end ofthe period! year : 7 77
(Gv) Capita reserve
Balance a the beginning ofthe period! year 1,367.86) (1567.26) 1367.86) 1367.86) 4.367.36)
Balance a the end ofthe period year (1367.86), (367.86), (367.86), (367.86) (367.86)
(9) Share options oustanding account
Balance atthe beginning ofthe pericd! year wo 1087 os? 2067
‘Ad: Addition during the period year 332 229 269 20 267
Less: Share options lapse during the period year ear eay Gay
Less: Shares issued during the period! year (050) - 2.10)
Balance at the end ofthe period year Tal. a Taz ToT Bar
[ature and purpose of other reserves
2. Retained earings isthe profi (less) accumulated as on Balance Shee date
Securities premium is used to record the premium on issue of shares. The reserve is uid in accordance with the provisions ofthe Companies Act, 2013
Capital reserve represents the difference between the consideration paid and net assets aquired on business combination under eammon contol
{4 Share options oustanding account represents employee stock options granted to employee as per employee stock options Scheme.
20 Non-controlling interests
Asat Asat Asat Asat Asat
1 December 2021 1 December 2020 1 March 2021 31March2020_ 31 March 2019
Opening balance Tor Ts TH Cay TEI
‘Share of Profit forthe period! year ox o3y 20 323 186
Adjustment 376" Z Z 2424 é
Balance at the end ofthe period year a5, 3a 1 Paz
“Includes impact on account of loss of cantrl ver subsidiary
287
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Acivewear Limited (ormery own as Campus Activewear Pete Limited)
‘Annaare VI Nots treated consldated Financial formation
(Allamouns aren 18 milion excep per share daa ora others sted)
1 December 2021, aU Decenber2020 31 March 2021__UMarch 2020 _1 March 2019,
21 Borrowings
‘New-carren borrowings
“Term ans (Seated)
Fran Boks,
HPC Bank Lin rer aate-(9) aso0 09.79 ws sea maar
‘Av Bank Line eer ate) a (9) asa 69.08 aise 3815
‘Velie loans (Secured)
Fran Bake
HEC: Bank Line eer ote) on Ls 279
Yes Bank Led ler ate (a) 6 ase saa
Let Cane rs of above ang en owing sss) sss) es70n (7250) (20)
Garret baerovings
cash eet Seeured)
"MDPC: Bank Lina erate (9) sss 0393 393 wa sos471
‘Av ak Lie eer ae) an (9) 1s 121
‘Working capital demand lan (Secured)
"MDPC: Bank Lin erate () 0030
‘Av Bank Line eer ae a (9) 25000 an. 23000
‘il discounting (Unsecured)
TCICH Han Lad (eter nate 4) uae .
‘Channel financing Secured) 7079 eas anal m5
Cent mattis feng erm bomowings 2iase 26551 asta 17250 cans
rr ro re re oe
“The Groups exposure came and uly sk eat finn iis ics in
(6 Term oan ca c r HDF akin incl er 2018-19 ae secede
1 Excise charge all movable sss Presa are, exuding special charged det)
2 Excise cry onal cen ast (seo! 8 ue)
5 Caner guaran of 4 MG Udyog Pate Line One of Calera sect (H-6, Udo Nagar PO Pera)
{Exdsve charge on properties
()etC9, Deak
(PecC- Debwan
(GP 61, Baa
(9) 16, iyo Nagar, New Debi (Owned y MG Uhog Prva Lined)
(D4, Udyog Hogar, New Dah
S. Esch urge a laciy and & bung plo 39-40, secu HE Bel Haar, rand
(6 Pesonal uae of Me Ha Kishan Agua and Me Ni Aggarwal
Ter as and ca rd rn HD bak at cid ian eu 201920 by
[Excuse charge on all movable ses (preset al are, excluding specially huge onde)
2 chive charge nal cen at (eset aod fae)
3. Excuse charge on popes
(Pe C9, Daas
(rocco Debwatun
(Gi) Pen 61, Baa
(6) 16, ayo Nog, New Debi (Owned Wy MG Lh Private Lites)
(D4, Udsog Noga, New Dah
4 Eselisve urge a aia and and bling alt ao 340, scar A, HE Bh, Har, Uarakband
«Term as tm HEC ask and cash cat oy bak are eed in acl year 2020.2 ad forthe peri eee 31 December 2021
| Mable fined ass -Excsive charge on al movible ed sts (ps ad fare, exch Gana, Snip Un ther movable fine ase a excl special charged wo ay ede.
(nly for Gana, Sonipar ui, Aus bank wil hae excise charge on movable ed as
2 Stock ad back debt Fst Psp charge om allure ase (pee ad ate)
5. Foci nd and bling: Exe cage on popes
(Pa 9, Debeaan
(@) Pe C-10 Detwadan
(i) Plot 1, Baa
4. Fay and bldg: Excise dargeon (1) Facey land and bing at plot no 3940, Seir8A IE BH, Marr, Utaabhand, 2) Property bang No.1
Udyog Naga Robtk Rou, New Del 11008.
(Cah Cru Working copia oan rom Avs Bak ave secu n 2020-21 and prod ed’ Deeb 2021 by
nary: Fs Papas charge on cree ase of he Company, pres and faa
‘Costa Exunson of charge ove prope including equlse mongnge on ject an ni leg and moveable ed ase of the Sanat lated at Vilage Pane aja, Tel Gana, Dist Sonia
“Toro om As bunk is scued by excise charge then and alg, plan and machinery and eer moveable fast dhe Gana, Sip prope
(i) Loa for vehicles is secured aia byparhcaon of de epetve veces,
(@) The Company hs etre it uae greet wth Aus Bunk Lined wherein he CAL tas guaned the payment ofthe amounts de bythe aud dealers he bask under wo schemes,
‘Sct 1: Pot compton of i mins af Scere 2 dhe authred der wil ean on Scheme 1, wi telling cee:
‘Authsed dealers having 2 in eure of minim of INR 25 lon a msn of INR 30min,
‘Authorsed ler should havea vinage of moe a3 years wih CAL an Years same ine of bases.
‘Authsed dees with a minisum depen of 50% on CAL
‘Authored eas who hae rly (ol alr) record ore st years.
‘Authored rales mot ppeatig i te Compas dear st apd a ang eal dpe wih CAL & Cams At ate anid (CAIPL) he ps since ncn of elersip with CAL/CAIPL he pas
‘Authsed dele no apeing the dla iss cece by he bak
(CAL ll pide ist Ls Delieny Guanice the etn 309% of sche lt eI 150 lon, be epenshed aly.
‘Sctene 2: Shee willbe ad ram de fi abuser a paid of six mont awl be ld otk oer extn png of CA. rm Yes Bak, The ard dees osu the lowing cet:
‘Autbaesed deers having neque of mini of INR 25 lion ad mannan of IN 310m,
‘Authored dele shold ave a vinage of eth yeas ih CAL and yeas sare ine of buses.
‘Auth dees with amininum depen of 50% oe CAL
‘Authored eles wha have rola (rol alr) cord or he st yeas
‘Auth dealers na opeaing te delales is cece ye bak
‘CAL wll pide Fst iss Delicency Guach eet 509% a Scheme Hine, INR 250 mln
288
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Acivewear Limited (ormery own as Campus Activewear Pete Limited)
‘Annaare VI Nots treated consldated Financial formation
(Allamosns rei INR millon cep per share daa oro ethers sed)
(6) The Company has etre sat an aang of bil scouting fay wih ICICI Bank Ltd forte purpose of providing realign a cto the vend) fr dicount he io exchange drawn bythe vendors and accep by the Company tad he goods a serves eee, The
vel i of is acy ented NEC 290 lon.
(0) Terms and repayment schedule
Toes and codons of oustanding booing ae laws:
Currey Neafveminng “ aut a asa Asat sat
see nets sipeenber2021 December 2029 —__3kMarcham)_—_aUMarch2020 31 March 2019
Sec an a HDC ine aooindes 20021 a 105
Scere bank at Ye Bank Int a2 at 0 Pent aa
Seed an an He Ie 3am as ove ia
ced a an HDF me oat as dae fe
ced an an MDE me o ors za on 20 sal
Scored hn laa HDFC I to oes oa on or Be
Scent oar HOE isk wo Topeatos mates aa ma ma 13806 ssa
Secreta an HDF In wo Toca oes on core 03 has
Scored a ne HD Int wo roneaios —— imatas 7 2 90 "9 va
Scere an ae HDF NR i Fageazom ——asa6 39 xsto7 pr
Seed a ae HBC Ne aos rane ea Bas wn 05
(0) The group has ed quan ees ofc ss wah ks and hese are matali yee! wth oaks azo forthe period nde 3t Decenber 2021 and 31 Deceber 2020 and yearend 31 March 2021, 31 Mach 2020 and 31 March 2019 eset
Camps Acivewene Lined (orery Inn ns Cans Actvewene Private Lint
[deorerend are ak Name Paras Tanta a
sported inihe aiterence _fiserepances
faces
Liem TDR ae a TAGE a
senor 20TH DFC 25.78 1167 Gan.) | Relerthenote bw
[Berber 2008 HDF [avers ro 1227 (95.50)
‘Campus AI Private Lined
[auarerend are sak Name] Pardons Tinount as per [Amant os “unt ot [esas Tor maverial
fous ot account freportedin the (ference fberepanci:
faces
Laem TR me Ene] TE]
pian ZTE HFC [verre Sen S67 THAR] Rel the natebabse
crn 2018 HFC —— [verre S059 Sra 2752)
mate dacrepanies
‘Te qual retunsttemen of cent sts as anid o banks compared to books of acount eed tra crepes ina er 2018-19 ae gop dl not havea formal quel cing proces fos boks of accounts dependent sock a cand oto bal f Bank ko
odes The grup has sabsequendy ipod is processes or beer epating and asian a ach da
289
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf |
‘Campus Activewear
Annexure VII Notes to restated consolidated financial
(All amounts are in INR millions except per share data or as otherwise stated)
22 Provisions
Non-current
Provision for employee benefits (refer note 41)
Gratuity
mpensated absences
Current
Provision for employee benefits (refer note 41)
Gratuity
mpensated absences
23 Other non-current liabilities
Governnyent grant
24 Trade payables
‘Trade payables
‘Total oustanding dues of micro enterprises and small encrprises*
ited (formerly known as Campus Ac
formation
swear Private Limited)
‘Total outstanding dues of creditors other than micro enterprises and small enterprises
Asat
31 December 2021
As at
31 December 2020
As at
31. Mareh 2021
Asat
31 March 2020
Asat
31 March 2019
4725 a2 57.29 e058 3020
2 = a1
Te oy BED CO) 3020
657 409 an 16.59 223
z 2 3 oa
657 aa ay 1673 2a
Asat
31 December 2021
As at
31 December 2020
As at
‘31 March 2021
As at
31 March 2020
Asat
31 March 2019
207
2a7
As at
31 December 2021,
As at
31 December 2020
Asat
‘31 Mareh 2021
Asat
31 March 2020
Asat
31 March 2019
i334 7.79 26.60 40.30 15.60
1,929.12 131224 1621.95 1,188.13 790.21
206253, 738403 L708 Tae, O58
> The disclosure in respect of the amounts payable to enterprises covered by Micro, Small and Medium Enterprises Development Act, 2006 (Act) have been made in the Financial Statements based on information received and available with
the Group.
‘The Group has accrued an interest amount of INR 11.76 million (31 December 2020: INR 3.87 million; 31 March 2021: INR 5.49 milion; 31 March 2020: INR 1.93 million; 31 March 2019: INR 0.79 million) on delayed payment to micro
and small enterprises (also refer note 48).
‘The Group's exposure to currency and liquidity rsk related to trade payable is disclosed in noe 4.
‘Trade payables ageing schedule
As at 31 December 2021
‘Outstanding for following periods from due date of payment
Particulars Unbilled Not Due <T year 1-2 years DByears—_ Morethan3 years Total
(MSME - 128.93 4.48 - - 13341
(i) Others 260.19 1,568.41 98.98 094 02 0.08 1,928.12
(li) Disputed dues - MSME : : - -
(iv) Disputed dues - Others 4 - - -
‘Total 260.19 109734 103.46 034 052 0.08 2,062.53
As at 31 December 2020
for following periods from due date of payment
Particulars Unbilled Not Due = year TZ years DS years__ Morethan 3 years Total
( MSME 179 : “ nz
(i) Others 216.65 1,060.35 3007 083 ut 2.63 1312.24
(li) Disputed dues - MSME " - fs -
(iv) Disputed dues - Others _ - ‘ -
‘Total BGs Tae 3007 oa wi 263 DEKE
As at 31 March 2021,
for following periods from due date of payment
Particulars Uabilled Not Due = year FZ years ZB years Morethan 3 years Total
() MSME, : 86.18 ost : 7 86.69
(i) Others 454 1,529.30 46.26, oa 109) 021 1,621.94
(li) Disputed dues - MSME : - : 2
(iv) Disputed dues - Others s 2 & 2%
‘Total asa Tosa 77 O54 108 oat 70863
As at 31 March 2020
‘Outstanding for following periods from due date of payment
Particulars Unbilled Not Due =I year Tz years DS years More than 3 years Total
() MSME - 19.16 2115 : - 4031
(i) Others 55.93 87.02 239.67 a7 503 : 1,188.12
(li) Disputed dues - MSME . : - -
(iv) Disputed dues - Others . : - -
‘Total 3a 32 26082 oa7 5 DEE
290
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Activewear
Annexure VII Notes to restated consolidated financial
(All amounts are in INR millions except per share data or as otherwise stated)
23
26
Fy
As at 31 March 2019
for following periods from due date of payment
Particulars Unbilled Not Due = year TZ years DS years More than 3 years Total
(@MSME s 1559 7 2 2 1559
(i) Others 20.79 735.55 2691 697 : 790.22
(li) Disputed dues - MSME - é . 2
(iv) Disputed dues - Others “ z . 2
‘Total 2079 Tada 2657 6o7 z WET
Asat As at As at As at Asat
31 December 2021 31 December 2020 31. Mareh 2021 31 March 2020 31 March 2019
(Other current financial Liabilities
Employee benefit payable aea1 65.1 76.18 6551 3458
Payable for capital goods 4135, 10.65 3.46 2080 5180
Other payables 56.68, Sal 5.49 437 236
Inerest accrued but not due on borrowings 4.80 a7 339 5.47
Tata 30.4 B52, 96.15) wa
‘The Group's exposure to currency and liquidity risk related to financial liabilities Is disclosed in note 45,
Other current Ua
Statutory dues
‘TDs
Goods and services tax
PF payable
ESI payable
Others
Governavent grant
Contract liability
Income tax Habilities (net)
Provision for Income tax [Net of advance tax of 315.75 milion;
31 December 2020: INR 302.21 milion; 31 March 2021: INR,
206.94 million; 31 March 2020: INR 286.56 million; 31 March
2019: INR 84.11 milion}
Asat
31 December 2024
As at
31 December 2020
As at
31 March 2021
Asat
31 March 2020
Asat
31 March 2019
22.64 9.25 12.91 13.16 1251
055 6.89 on 159 632
3.02 3.35 370 aul 243,
015 032 032 oat 082
092 1.30 1.07 A
297 287 287 287
3620 4473 27.49 87.76 16.48
635 wart 08 Tomo Ha
Asat As at As at Asat Asat
31 December 2021, 31 December 2020 ‘31 Mareh 2021 31. March 2020 31 March 2019
8607 3994 3690 74s 10954
607 3998 3690) EEE Tose
291
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
(All amounts are in INR millions except per share data or as otherwise stated)
For the period ended For the period ended For the year ended —“For the year ended —_—For the year ended.
31 December 2021, 31 December 2020 31 March 2021 31 March 2020 31 March 2019
2g Revenue from operations
Sale of goods 8,390.62 435401 7,100.82 7.31058 5,899.04
8,390.62 4354.01 7,100.82 731058 3,899.04
(Other operating revenue
Scrap sales 24.62 774 12.02 98s 10.64
License fee 320 a Z
GST Budgetary Support : : - 39.05
Baz 77a 202 a5 9.69)
Total revenue trom operations oareae ERIIWAT Tao, F208 5387S,
(a) Disaggregation of revenue
The Group has performed a disaggregated analysis of revenues considering the nature, amount, ming and uncertainty of revenues. This includes disclosure of revenues by geography and timing of recognition,
For detals of revenue by geography refer Note 47
Performance obligation
Revenues are recognised at a point in time when control of the goods passes tothe customer, upon delivery ofthe goods.
For the period ended For the period ended For the year ended For the year ended —_—For the year ended.
31 December 2021, 31 December 2020 31 March 2021 31 March 2020, 31 March 2019
Revenue by time
Revenue recognised at point in time 8,390.62 435401 7,100.82 7.31058 5,899.04
Revenue recognised over time : : - - -
Total 3300.62 235401 7100.82 731058, 5,899.04,
(b) Revenue recognised in relation to contract liabilities
Ind AS 115 also requires disclosure of ‘revenue recognised in the reporting year that was included in the contract liability balance atthe beginning of the year’ same has been disclosed as below:
Revenue recognised in the reporting year that was included in the 27.49 87.76 87.76 16.48 25.00
contract liability balance at the beginning ofthe period/ year
(©) Comtract balances
Trade receivables 1,222.62 981.75 981.98 1,443.16 1,620.10
Contract liabilities 36.20 44.73 27.49 87.76 16.48
Contract liabilities primarily relate to advance consideration received from customers against supply of goods and services which is recognised as revenue ata point of time,
“Trade receivables are net of expected credit loss and loss allowance on credit impaired assets. The detail is as given below:-
Provision for expected credit loss 4853 108.66 119.40 naz
Provision for loss allowance on credit impaired assets, 98.57 39.19 39.98 25.27 2.90
(@) Reconciliation of Revenue from sale of goods with the contracted price
Contracted price 8970.15 4,861.04 7,826.53 8045.49 6431.78
Less: Trade discounts, volume rebates etc (679.53) (607.03) (725.71) (73491) (532.74)
Sale of products 8,390.62 4354.01 7.100382 T3105 3,899.04
(©) Movement of unearned revenue
Balance atthe beginning of the period year : 33.02 33.02
Revenue recognised during the period year : (33.02) (33.02)
Accrual of unearned revenue : : : 33.02
Balance at the end of the period/ year = = = 3502
29 Other income
Liabilities / provisions no longer requited written back 432 eas 892 14 787
Gain on sale af property, plant and equipment (net) : - 131 2n2 137
[Net gain on foreign currency transactions and translation 038 413 3.90 08 165
Interest income from financial assets measured at amortised cost
on bank deposits ov 10.49 10.63 107 a9
Miscellaneous income 1561 12.05 1320 1561 6.46
20x aT 37.56 20.72 Ta24
30 Cost of materials consumed
‘Raw material purchases* 521720 2,416.77 4,046.09 4336.76 3,360.76
‘Add-Inventories at the beginning of the period! year 786.74 746.62 746.62 ‘548.20 429.43,
Less-Inventories at the end of the period! year (1,385.12) (768.30) (786.74) (746.62) (4a.20)
SO1882 2,395.09 $005.97, F183 324199
* includes job work charges for manufacturing process INR 894.36 million (31 December 2020: INR 441.7 million; 31 March 2021: INR 770.03 million; 31 March 2020: INR 775.15 million; 31 March 2019: INR.
610.6 million)
BL Purchases of stock-in-trade
Purchases of finished goods 124.36 523 36.87 374 102.73
Purchases of retail accessories 1.74 058 0.95 1.09 029
726.10 581 7.82 483 703.02
292
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
{All amounts are in INR millions except per share data or as otherwise stated)
38 Earnings per share (EPS)
Restated basie EPS amounts are calculated by dividing the profit forthe period year autributable o equity holders by the weighted average number of equity shares oustanding during the period’ yea.
Restated diluted EPS are calculated by dividing the profit forthe period’ year attributable to the equity holders by weighted average number of equity shares outstanding during the period! year plus the weighted average
‘would be issued on conversion ofall the dlutive potential equity shares into equity shares.
mber of equity shares that
For the period ended For the period ended For the year ended For the year ended For the year ended
‘31 December 2021 31 December 2020 31 March 2021, ‘31 March 2020 31 March 2019
Restated profit atrbuable to equity shareholders 855.03 168.65 260.74 615.99 est
‘Weighted average number of equity shares of INR 5 each (refer note 1 below) 303,878,779 303,743,128 303,743,128 301,167,656 300,168,804
EPS - Basie 282 056 0.8 2.05, 128
Weighted average number of equity shares of INR 5 each (refer note 1 below) 303,878,779 303,743,128 303,743,128 301,167,656 300,168,804
‘Ad: Share options outstanding account (cefer note 2 below) - : - - -
‘Weighted average number of equity shares (to be considered for dilutive EPS) 303,878,779 303,743,128, 303,743,128 301,167,656 300,168,004
EPS - Diluted (INR) 282 056 0.98 2.05, 1.28
Notes:
1. The earnings per share reflects the impact of sub-division of 1 equity share having face value of INR. 10 each into 2 equity shares having face value of INR 5 each (refer note $5).
2, For the period ended 31 December 2021, 2,387,349 options (31 December 2020: 342,324; 31 March 2021: 291,438; 31 March 2020: 1,159,600; 31 March 2019: 2,013) are not considered in calculation of weighted average number of equity shares
for calculation of diluted earnings per share, as their impact is ancl diluive,
3. EPS for the year ended 31 March 2019 had been restated an account of issue of bonus shares in FY 2019-20,
39. Contingent liabilities, contingent assets and commitments
A. Commitments
Estimated amount of contracts rem
2019: INR 10.73 milion)
ning to be executed on capital account (net of advances) and not provided for INR 6.44 million (31 December 2020: INR 69.4 million 31 March 2021: INR 26.68 milion; 31 March 2020: $6.65 milion; 31 March
1B, Contingent liabilities
Other money for which the company is contingently lable -
‘&. The Group had imported plant and machinery in 2015-16 under EPCG scheme, An export obligation (EO") amounting to INR 23.87 milion (31 December 2020: INR 23.87 millian; 31 March 2021: INR 23,87 million; 31 March 2020: INR 23.87
nillion; 31 March 2019: INR 23.87 milion) was placed on the Group which was tobe fulfilled in a period of 8 years from the date of Inspection of Licence. Duty saved under EPCG Scheme amounting to INR 3.98 million (31 December 2020: INR
3.98 million; 31 March 2021: INR 3.98 millon; 31 March 2020: INR 3,98 milion; 31 March 2019: INR 3.98 million,
be, Pursuant co judgement by the Honourable Supreme Court dated 28 February 2019, it was held that basic wages, for the purpose of provident fund, to include special allowances which are common fr all employees. However, there is uncertainty with
respect to the applicability of the judgement and period from which the same applies.
(Owing to the aforesaid uncertainty and pending clarification from the authorities inthis regard, the Group bias not recognised any provision till 2018-19, Further, management also believes tha che impact of the same on the Company will not be
material
294
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
(All amounts are in INR millions except per share data or as otherwise stated)
For the period ended For the period ended For the year ended —“For the year ended —_—For the year ended.
31 December 2021, 31 December 2020 31 March 2021 31 March 2020 31 March 2019
32 Changes in inventories of finished goods, stock:
work-in-progress
Inventories atthe beginning of the period) year
Finished goods* 938.92 661.03 661.03 435,05 203.99
-Work-in-progress 343.25 321.40 321.40 205.49 303.52
Inventories atthe end of the period’ year
Finished goods (1,470.24) (792.49) (038.92) (661.03) (435.05)
-Work-in-progress (400.92) (264.53) (43.25) 21.40) (205.49)
Decrease/(increase) in inventories CHEST, C55 Coa Gala T3305
"Finished goods include both Stock in trade and manufactured goods, as both are stocked together.
33. Employee benefits expense
Salaries, wages and bonus 417.64 355.82 484.01 462.95, 35451
Contribution to provident and other funds (refer note 41) 15,79 15.83, 21.56 21.24 16.94
Gratuity (efer note 41) 1421 19.82 25.49 29.44 13.04
‘Share based payment expenses (equity settled) (refer note 42) 832 229 269 33.30 2987
Compensated absences, : 2 = 329 1.78
Staff welfare 2.69 14.86 18.08, 20.15 15.43
TESS HORS? SSL8T 37037 W137
34 Finance costs,
Interest on
= borrowings 9252 104.18 130.46 19.84 15191
+ delayed payment of income tax Lis 047 6.94 10.04 11.02
+ lease liabilities 35.20 21.68 30.38 26.59 1769
micro, small and medium enterprises 627 194 289 182 079
- unwinding of discount on security deposits : : : 20.27
Other borrowing costs,
‘Bank processing fees 0.08 0.80 a2 677 999
15.25, 128.7 T7i59 765.06 2HL67
‘PAC 31 December 2021, capitalised borrowing costs related to factory under construction amounted t0 INR Nil million (31 December 2020: INR 19,94 million, 31 March 2021: INR 23.93 million, 31 March 2020: INR
9.79 million, 31 March 2019: INR 12.89 million) atthe rate of Nil% p.a. (31 December 2020: 8.20% to 8.50% p.a., 31 March 2021: 8.20% to 8.50% p.a, 31 March 2020: 8.50% p.a., 31 March 2019: 8.90% p.a.), which
{s apportioned between the assets while capitalising.
35 Depreciation and amortisation expense
Depreciation on property, plant and equipment 284.30 162.00 25057 173.49 13.44
Amomtisation on intangible assets 367 547 725 470 229
Depreciation of right-of-use assets 89.36 49.86 69.25 52.47 27.93
W733 7.33 R707 230.66 143.66
36 Other expenses
Advertising and sales promotion 268.84 298.43
Contractor charges, S131 37403
Freight outwards 225.45 181.29
‘Legal and professional* 90.42 102.98
Power and fuel 88.35 59.27
Travelling and conveyance 38.52 4159
Rent (refer Note 6)** 3.92 667
Trade receivables written off # 030 36.45,
Consumables 31.25 2454
Advances written off : 17.84
Property, plant and equipment written off : : : 1446
Loss on sale of property, plant and equipment (net) 0.03 :
Repairs and maintenance
lant and machinery 1423, 11.35 19.06 24.39 1566
Buildings 425 252 384 10.49 785
Others 1489 933, 14.40 17.16 15.10
Provision for inventory 21.50 11.26 14.01 2.76 7.18
Allowance for expected credit loss 39.37 5131 e284 7364 1.47
Secutity expenses 28.87 23.50 32.39 34.62 26.85
Corporate social responsibility expenses (refer note 44) 062 3.09 1134 495 0.80
Rates and taxes 3.03 296 528 264 7.66
Commission 162.39 57.76 87.47 29.12
Miscellaneous expenses 77.86 55.02 79.46 80.67 54.88
Partners’ capital waived off - : 27.44 -
ZSzTs 7107.08 TO568T T 58625 1305.00
* includes amount of short term leases and low value lease assets.
# During the period ended 31 December 2021, the company has utilised opening provision for writing off of trade receivables amouting to INR 50.56.
‘ During the period ended 31 December 2021, the company has utilised opening provision for writing off of obsolete inventory amouting to INR 13.98,
‘*Payment to auditors (included in Legal and professional expenses above)
Auditor x x 550 5.20 750
For other services . . 0.30 155
For reimbursement of expenses : . a9 054
5 5 559 37a 305.
“The special purpose audit fees will be recavered by the Company from the selling shareholders upon successful completion of IPO in proportion to the shares that are expected to be offered to the public in offering,
37 Other comprehensive income
‘Re-measurement gainsi(losses) on defined benefit plans 542 628 14.61 (15.35) 0.66
Tax effect on above (1.88) (2.12) (461) 393 (0.21)
35d 6 10.00 ana as
293
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
{All amouns are in INR millions except per share data or as otherwise stated)
Ti Mareh 009
Name of Entity Net assets fe. total assets minis Share in profid los ‘Share in other comprehensive income ‘Share in total comprehensive income
total liabilities
As % of “Amount A % of “Amount ‘AS % of consolidated Amount “Ts % of consolidated Amount
consolidated net consolidated Net ‘other comprehensive total comprehensive
assets profit income income
Parent
(Campus Activewear Limited (formerly known as Campus os 7 ms . 7 os ,
Aettea hous tees 102% 202727 102% sea. 58% 0.26 102% 394.08
Subsidiary
Ankit International (Partnership Firm) 53% 1,048.92 78% 286.64 42% 019 74% 20683
MG Uayog Private Limited 0% oat 0% (0.62) 0% - 0% (a2)
‘Consolidation adjustments 55% (1,086.55) 16% (93.83) 0% - 16% (93.83)
Total TO0% cE TOOT 3600 100% as 10% as
296
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Activewear Limited (formerly known as Campus Acti
Annexure VII Notes to restated consolidated financial information
{All amouns are in INR millions except per share data or as otherwise stated)
war Private Limited)
40 Additional information, as required under Schedule II to the Companies Act, 2013, "General Instructions fo the preparation of Consolidated Financial Statements".
‘Hi December 2027
[Name of Entity Share in profi Toss ‘Share in other comprehensive income Share in total comprehensive come
As % of “Amount ‘As % of consolidated Amount ‘As % of consolidated Amount
consolidated net consolidated Net ‘other comprehensive total comprehensive
assets profit income income
Parent
‘Campus Activewear Limited (formerly known as Campus ‘ 2 2% i . : 5s
selbiosa tau tated) 74 2,979.06 29% 24783 85% 3.00 20% 25083
Subsidiary
(Campus Al Private Limited 30% 1205.84 82% 690.76 39% 02 02% cones
MG Usyog Private Limited 0% 3 1% 79) 12% oa 1% can
Consolidation adjustments #6 (79.44) 10% (90.76) 0% s 10% (90.76)
Total TOOT EOE TOOT Eo 100% 35e 10% Bist
‘Hr December 2000
[Name of Entity Netassets fe: total assets mimas ‘Share in profi Toss ‘Share in other comprehensive income Share in total comprehensive come
total liabilities
Aa % of “Amount Tew of “Amount ‘As % of consolidated Amount “As % of consolidated Amount
consolidated net consolidated Net ‘other comprehensive total comprehensive
assets profit income income
Parent
‘Campus Activewear Limited (formerly known as Campus 0% aman “0% (ras aoe a2 “a. rans
Activewear Private Limited)
Subsidiary
(Campus AI Private Limited 10% 31491 136% 262.48 19% 079 153% 260.27
MG Uso Private Limited 0% (085) ” (029) 4% (0.15) 6 (034)
‘Consolidation adjustmens 26 (2.24 6 (15.46) 0% (0.00) 10% (45.46)
Total TOOT TOES TOOT TOE 100% a6 TOOT TERE
‘Hi March 2007
Name of Entity Netassets fe. total avsets minis Share in profi os ‘Share in other comprehensive income ‘Share in total comprehensive income
total liabilities
Rav of “Amount Rew of “Amount “As % of consolidated Amount “Ts % of consolidated Amount
consolidated net consolidated Net ‘other comprehensive total comprehensive
assets profit income income
Parent
‘Campus Activewear Limited (formerly known as Campus 7 4 = 57% e
helwertpaelision 6% 88.18, 02 (165.03) 63% 623 57% (58.20)
Subsidiary
(Campus AI Private Limited 1% 52756 a7aca 12% 12a 171% a7sa1
MG Usyog Private Limited 0% 361 0% (ay 25% 253 1% 242
‘Consolidation adjustments 6 (@9.39) 15% (aan 0% oot 15% (20.90)
‘Total TO0% TIBoe TOO% OES 100% 1000 To EIS]
Mare 2000
Name of Entity Share in profi los ‘Share in other comprehensive income ‘Share in total comprehensive income
Rav of “Amount Rew of ‘Amount “As % of consolidated Amount “Ts % of consolidated Amount
consolidated net consolidated Net ‘other comprehensive total comprehensive
assets profit income income
Parent
‘Campus Activewear Limited (formerly known as Campus _— Sioa ne ios ie ‘i aie ees
Activewear Private Limited)
Subsidiary
(Campus Al Private Limited (From 7 February 2020) 2% 51.65 8% 4967 0% (oon) 8% 49.66
Ankit Intemational (Partnership Firm til 7 February 2020) 0% : 56% aie 22% 256) 57% 9.28
IMG Udyog Private Limited 0% 119 1% 269 29% @3n 0% 038
‘Consolidation adjustmens 26 (40.49) 62% (8473) 129% 136 63% (83.38)
Total TOOT Too TOOT Baa 100% Tay TOOT ona
295
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
(All amounts are in INR millions except per share data or as otherwise stated)
41 Employee benefits
The Group contributes to the following post-employment defined benefit plans in India.
(i Defined contribution plat
The Group makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and employee state insurance (ESI) which are defined
contribution plans. The Group has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue.
For the period ended For the period ended “For the yearended For the year ended —_—For the year ended.
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Contribution to provident fund and ESI 15.79 15.83 256 2124 16.94
(Gi) Defined benefit plan:
Gratuity
The Group operates a post-employment defined benefit plan for Gratuity. This plan entitles an employee to receive 15 day's salary for each year of completed service at the time of retiremenvexit,
The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognize each period of service as giving rise to additional employee benefit
entitlement and measures each unit separately’ to build up the final obligation.
‘The most recent actuarial valuation of the present value of the defined benefit obligation for gratuity was carried out as at 31 December 2021. The present value of the defined benefit obligations and the
related current service cost and past service cost, were measured using the Projected Unit Credit Method
‘A, Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Group’s financial information as at report
1g date:
Asat Asat Asat Asat Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Net defined benefit iabi
Provision for gratuity 53.23 67.08 62.02 63.62 32.43
Total employee benefit liabilities 53.23 67.08 62.02 C62 32.43
Non-current 47.25 6222 57.29 60.58 30.20
Current* 5.98 4.86 473 3.04 223
B. Movement in net defined benefit (asset) liability
The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and its components:
For the period ended ‘For the periodended For the yearended For the yearended —_—_For the year ended
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
Particulars Net defined benefit, Net defined benefit Net defined benefit ~ Net defined benefit Net defined benefit,
(asset)/ liability (asset)/ liability {asset)/ liability {asset)/ liability (asset)/ liability
(2) Balance as at beginning of period/ year 62.02 63.62 63.62 32.43 20.65
(b) Included in profit or loss
Current service cost 10.59 12.28 15.73 13.34 9.16
Interest cost (income) 292 3.26 435 2.50 3.88
Total (b) 13.51 15.54 20.08 15.84 13.04
(©) Included in OCI
Remeasurements loss (gain)
~ Actuarial loss (gain) arising from:
- financial assumptions 2.39 6.49 1.07 7.35 0.38
- demographic assumptions (8.08) (9.23) 73) 0.04 -
~ experience adjustment 0.27 G54) (8.37) 7.96 2.04)
Total (c) (Gad) (6.28) (4.61) 15.35 (0.66)
(@ Other
Benefits paid (4.16) (6.80) (7.07) : (0.60)
Impact on account of cessation of control over subsidiary (02.72) - : : :
Total (d) (06.88) (6.80) (07) 5 (60)
Balance as at the end of period/ year* 53.23 67.08 62.02 63.62 32.43
“Does not include amount of INR 0.59 million (31 December 2020: INR 0.03 million, 31 March 2021: INR Nil million, 31 March 2020: INR 13.55 million, 31 March 2019: INR NIL million) to be paid to
employees for which the Group has recorded actual liabilities in its books of accounts. Accordingly, there is an increase in gratuity expense of INR 0.70 million (31 December 2020: INR 4.28 million, 31
March 2021: INR 5.41 million, 31 March 2020: INR 13.60 million, 31 March 2019: INR NIL million),
297
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | ‘Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
(All amounts are in INR millions except per share data or as otherwise stated)
C. Actuarial assumptions
a) Economic assumptions
The principal assumptions are the discount rate and salary growth rate. The discount rate is based upon the market yields available on government bonds at the accounting date with a term that matches that
of liabilities. Salary increase rate takes into account inflation, seniority, promotion and other relevant factors on long term basis. Valuation assumptions are as follows which have been selected by the
Group.
Asat Asat Asat Asat Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31.March 2019
Discount rate (p.a.) 6.50% 6.30% 6.75% 6.85% 7.70%
Expected rate of future salary increase (p.2.) 10.00% 10.00% 10.00% 10.00% 10.00%
b) Demographic assumptions
Asat Asat Asat Asat Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31.March 2019
i) Retirement age (years) 58 38 58 58 58
ii) Morality rates 100% 100% 100% 100% 100%
i) Withdrawal (rate of employee turnover)
Up to 30 years 10.00% 5.00% 5.00% 3.00% 3.00%
31-44 years 10.00% 5.00% 5.00% 2.00% 2.00%
Above 44 years 10.00% 5.00% 5.00% 1.00% 1.00%
D. Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown
below.
Asat Asat Asat Asat Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31.March 2019
Discount rate (1% movement)
Liability due to Increase (4.09) (6.67) (6.68) (8.72) (425)
Liability due to decrease 473 8.06 8.05 10.87 5.27
Expected rate of future salary increase (1% movement)
Liability due to increase 4.05 7.16 7.16 9.73 473
Liability due to decrease (67) (6.18) (6.18) (8.01) (4.03)
Sensitivities due to mortality and withdrawals are not material and hence impact of change not calculated.
E, Expected maturity analysis of the defined benefit plans in future years
Particulars Asat Asat Asat Asat Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31. March 2019
Duration of defined benefit payments
1 year 5.99 4.86 473 3.08 2.23
2105 years 20.19 15.71 15.28 277 0.45
6 to 10 years 23.30 2473 24.28 13.94 5.92
More than 10 years 53.68 128.44 125.14 213.44 129.48
Total 103.16 173.74 169.43 233.18 138.08
‘The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 8 years (31 December 2020: 12 years, 31 March 2021: 12 years, 31 March 2020: 12 years, 31
March 2019: 12 years).
F. Characteristics of gratuity plan
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Group is exposed to various risks as follow ~
A. Market volatility
B. Changes in inflation
CC. Changes in interest rates,
D. Rising longevity
E. Changing economic environment
F, Regulatory changes
(ii) Compensated absences
Movement of compensated absences Asat Asat Asat Asat Asat
31 December 2021 31 December 2020 31 March 2021 31 March 2020 31.March 2019
Opening : 3.26 3.26 1.56 2.66
Arising during the period/ year - : : 3.39 1.56
Utilised : (3.26) (3.26) (1.69) (2.66)
Closing : : i 3.26 1.56
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | Campus Activewear Limited (formerly known as Campus Activewear Private Limited)
Annexure VII Notes to restated consolidated financial information
(All amounts are in INR millions except per share data or as otherwise stated)
42. Share-based payments
Description of share-base payment arrangements
‘Ac31 December 2021, the Group has the following share based payment arrangements:
Scheme-1 (Campus Activewear Private Limited- Employee Stock Option Plan 2018)
‘Share options plan (equity-settled)
‘On 9 November 2018, the Group established share option plans that entitle employees to purchase shares in the Company. Under this plan, holders of vested options are entitled to purchase shates at fair value price of
hates at respective date of grant of options. The key terms and conditions related to the grants under this plan are as follows; all options are to be equity settled by the delivery of shares,
Grant date Granted to ‘Number of instruments
9 November 2018 Employees 2013,
‘Vesting schedule and conditions
Continued employment Achieving performance _ Performance vesting
Dates of vesting
1 anniversary from the date of grant
2 anniversary from the date of grant
as on date of vesting
25.0% of Options granted
12.5% of Options granted
criteria on date of vesting
25.0% of Options granted
12.59% of Options granted
conditions
Continued employment as on
relevant date of vesting; and
achievement of performance
criteria communicated prior to
3 anniversary from the date of grant 125% of Options granted 12.5% of Options granted vesting date
‘Measurement of fair values
Equity-stted share-based payment arrangements
“The fur value of employee share options has been measured using "Black Scholes Model” of option valuation,
“The far value of options andthe inputs used inthe measurement ofthe grant date fair values ofthe equity-setled share based payment plans are as follows:
Asat Asat Asat Asat Asat
31 December 2021 31 December 2020 31March2021 31March 2020 31 March 2019
Fair value at grant date™ INR 169,613 INR 169,613 INR 169,613 INR 169,613 INR 169,613
Exercise price at grant date* INR 168,500 INR 168,500 INR 168,500 INR 168,500 INR 168,500
Expected volatility 29.00% 29.00% 29.00% 29.00% 29.00%
Expected life 2.38 years 2.38 years 2:38 years 238 years 2:38 years
Expected dividends 0.00% 0.00% 0.00% 0.00% 0.00%
Risefre interest ate 798% 798% 7.98% 7.98% 7.98%
"The Group had issued bonus shares to the shareholders due to which there is an increase in number of shares to be issued to the option holders. Accordingly, fair value and exercise price ofthe shares had decreased,
‘The expected life of the share options is based on historical data and current expectations is not necessarily indicative of exercise patterns that may occur. The expected volatl
historical volatility over a period similar to the life of options is indicative of future trends, which may not necessarily be the actual outcome.
y veflects the assumption that the
Reconciliation of outstanding share options
‘The number and the weighted-average exercise prices of share options under the share options plan are as follows:
Number of options Asat Asat Asat Asat Asat
‘31 December 2021 ‘31 December 2020 31. March 2021 31 March 2020 31 March 2019
COurstanding at beginning of the period year 291,438 1,159,600 1,159,600 2.013
Impact of issuance of bonus shares on outstanding : 7 : 3,102,033,
options*
Granted during the period year : : : : 2013
Lapsed during the period! year : (817,276) (868,162) (157,284) :
Exercised during the period’ year (291,438) : : (1,787,162) -
(Outstanding at end of the period year : 342,324 291,438, 1,159,600 2013
Exercisable at end of the period/ year . 171,162 145,719 “ -
Weighted average exercise price
‘Outstanding at beginning of the period! year INR 109.27 INR 109.27, INR 109.27 INR 168,500 ‘
Impact of issuance of bonus shares on outstanding . = = INR 109.27 z
options”
Granted during the period’ year : : : : INR 168,500
Lapsed during the period! year " INR 109.27 INR 109,27 : -
Exercised during the period! year INR 109.27 : INR 109.27 INR 109.27 -
(Ourstanding at end of the period year - INR 109.27 INR 109.27 INR 109.27 INR 168,500
Exercisable at end of the period/ year - INR 109.27 INR 109.27 INR 109.27 -
‘The Group has issued bonus shares to the shareholders of the Company accordingly there is an increase in number of shares to be issued to the option holders.
‘Weighted average remaining contractual life of options as at 31 December 2021 is Nil years (31 December 2020: 0.86 years, 31 March 2021: 0.6 years, 31 March 2020: 1.6 years, 31 March 2019: 2.6 years).
‘The Board of Directors and shareholders of the Company at their meeting held on 9 November 2021, have approved stock split of one equity share having face value of INR. 10 each into two equity shares having face
vvalue of INR 5 each.
299
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Campus Activewear Limited - Prospectus | https://www.sebi.gov.in/filings/public-issues/jun-2022/campus-activewear-limited-prospectus_59815.html | https://www.sebi.gov.in/sebi_data/attachdocs/jun-2022/1655719379046.pdf | Campus Activewear Limit
Annexure VII Notes to restated consolidated financial information
(All amounts are in INR millions except per share data or as otherwise stated)
Scheme-2 (Campus Activewear Private Limited- Employee Stock Option Plan 2021)
Share options plan -A (equity-settled)
(On 19 March 2021, the Group established share option plans that entitle employees to purchase shares in the Company. Under this plan, holders of vested options are entitled to purchase shares at fair value price of
shares at respective date of grant of options. The key terms and conditions related to the grants under this plan are a follows; all options are to be equity settled by the delivery of shares
Grant date Granted to Number of instruments
11 June 2021 Employees 185,713
Vesting schedule and conditions
Continued employment Achieving performance _ Performance vest
Dates of vesting asondate of vesting criteria on date of vesting conditions
. Continued employment as on
1" anniversary from the date of grant 12.5% of Options granted 12.5% of Options granted —_elevant date of vesting; and
2" anniversary from the date of grant 12.5% of Options granted 12.5% of Options granted achievement of performance
criteria communicated prior to
3 anniversary from the date of grant 12.5% of Options granted 12.5% of Options granted ‘estig de
4" anniversary from the date of grant 12.5% of Options granted 12.5% of Options granted
‘Measurement of fair values
Equity settled share-based payment arrangements
“The far value of employee share oprons has been measured using ‘Black Scholes Model of option valuation.
“The fur value of options andthe inputs used inthe measurement ofthe grant-date fir values ofthe equity-setted share based payment plans areas follows:
Asat Asat Asat Asat Asat
31 December 2021 31 December 2020, 31March2021 31 March 2020 31 March 2019
Fair value at grant date™ INR 157.21 : z Z
Exercise price at grant date* INR 164.24 : : :
Expected volatility 40.95% : : :
Expected life 3.5 yeas : - - :
Expected dividends 0.00% : : - :
Risefre interest ate 6.24% : : - :
‘The Board of Directors and shareholders of the Company at their meeting held on 9 November 2021, have approved stock split of one equity share having face value of INR 10 each into two equity shares having face
value of INR 5 each due to which there is an increase in number of shares to be issued to the option holders. Accordingly fair value and exercise price ofthe shares has decreased.
‘The expected life of the share options is based on historical data and current expectations is not necessarily indicative of exercise patterns that may occur. The expected volat
historical volatility over a period similar to the life of options is indicative of furure trends, which may not necessarily be the actual outcome.
y reflects the assumption that the
Reconciliation of outstanding share options
‘The number and the weighted-average exercise prices of share options under the shate options plan are as follows:
Number of options Asat Asat Asat Asat Asat
‘3A December 2021 31 December 2020 31 March 2021 31 March 2020 31 March 2019
COurstanding at beginning of the period! year -
Granted during the period’ year 185,713 . - - :
Adjustment for sub-division of equity shares 185,713 . - - :
Lapsed during the period! year - - - - :
Exercised during the period! year -
Outstanding at end of the period’ year 371,426 : z < :
Exercisable at end of the period/ year : * < :
Number of options Asat Asat Asat Asat Asat
31 December 2021 ‘31 December 2020 31. March 2021 31 March 2020, 31 March 2019
‘Weighted average exercise price
‘Outstanding at beginning ofthe period! year 2 z “
Granted during the period year INR 164.24 3 s f
Impact of sub-division of equity shares, INR 82.12
Lapsed during the period! year x 3 s é
Exercised during the period year : 3 s ‘i
Curstanding at end of the period’ year INR 82.12 2 8 3
Exercisable at end of the period/ year s i$ 3
‘Weighted average remaining contractual life of options as at 31 December 2021 was 3.01 years.
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