title_prospectus
stringlengths 13
55
| href_prospectus
stringlengths 79
119
| pdf_prospectus
stringlengths 71
71
| content_page
stringlengths 1
13.6k
| page_no
int64 0
662
|
|---|---|---|---|---|
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 |
PROSPECTUS:
Dated April 29, 2022
Please read section 32 of the Companies Act, 2013,
100% Book Built Offer
CAMPUS ACTIVEWEAR LIMITED
CORPORATE IDENTITY NUMBER: U74120DL2008PLC183629
CONTACT PERSON EMAIL AND TELEPHONE,
Please scan this QR Code
to view the Prospectus
SURES PUA ee
CORPORATE OFFICE
D-1, Udyog Nagar,
Main Rohtak Road,
New Delhi ~ 110041, Delhi, India
Pyaar
‘Archana Maini ‘Telephone: +91 11 4327 2500
Company Secretary and Compliance | Email:
Officer [email protected]
‘www.campusactivewear.com
PUEBLO OUT MS) MOL RAO Dae Ne eT ENB ALU ND ne Eee
PAeKO mK g gay
TYPE SIZE OF OFFER FOR SALE TOTAL OFFER SIZE ELIGIBILITY — 6(1) /6(2) & SHARE RESERVATION AMONG QIBs, NIIs &
RIBs
Offer for Sale ‘47,950,000 Equity Shares aggregating %|47,950,000 Equity Shares|The Offer was made pursuant to Regulation 6(1) of the SEBI ICDR|
13,996.00 million laggregating to % 13,996.00*|Regulations, as the Company fulfils the requirements set out under Regulation
million 6(1) of the SEBI ICDR Regulations. For details in relation to share reservation
among QBs, NIBs, RIBs and Eligible Employees, please see the section titled
“Offer Structure” on page 391.
* Subject to finalisation of the Basis of Allotment
DETAILS OF THE OFFER FOR SALE BY SELLING SHAREHOLDERS
NAME OF SELLING TYPE OF NUMBER OF SHARES OFFERED/ WEIGHTED AVERAGE COST OF ACQUISITION PER EQUITY
TPN SOB Noy SoRBiNe] AMOUNT (® IN MILLION) SHARE ON A FULLY DILUTED BASIS (IN 2)*
‘HARI KRISHAN AGARWAL |PROMOTER _ [8,000,000 EQUITY SHARES AGGREGATING NA
‘TO 8 2,335.10" MILLION
'NIKHIL AGGARWAL PROMOTER [4,500,000 EQUITY SHARES AGGREGATING 0.00
‘TO 2 1,313.494 MILLION
‘TPG GROWTHIII SF PTE. LTD. OTHER 29,100,000 EQUITY SHARES AGGREGATING 55.90|
‘TO 2 8,493.924 MILLION
QRG ENTERPRISES LIMITED |OTHER 6,050,000 EQUITY SHARES AGGREGATING 54.64]
‘TO 2 1,765.924 MILLION
[RAJIV GOEL OTHER 100,000 EQUITY SHARES AGGREGATING TO) 54.64]
% 29.19% MILLION
[RAJESH KUMAR GUPTA. OTHER 200,000 EQUITY SHARES AGGREGATING TO 54.64]
%58.384 MILLION
As certified by the APRA & Associates LLP by way of their certificate dated April 18, 2022
}\ Subject to finalisation of the Basis of Allotment
ESSE) SSB NET VECO RO ESE eMe ggg
This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is @ 5. The!
Offer Price, Floor Price or the Price Band as determined by our Company and TPG Growth III SF Pte. Ltd., in consultation with the Book Running Lead Managers, on the basis of the
lassessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for the Offer Price” on page 117 should not be taken to be indicative of the|
market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at
which the Equity Shares will be traded after listing.
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their
investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own
examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of]
invited to “Risk Factors” on page 32.
‘ing made all reasonable ing lity for and confirms that this Prospectus contains all information with regard to our Company and the Offer, wl
is material in the context of the Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the
opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms that the
|statements made or confirmed by such Selling Shareholder in this Prospectus to the extent of information specifically pertaining to them and their respective portion of the Offered Shares
land assume responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each Selling Shareholder assumes no responsibility]
for any other statement, including, inter alia, any of the statements made by or relating to our Company, or the other Selling Shareholders or in relation to the Company’s business in this
Prospectus.
‘The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. For the purposes of the Offer, the Designated Stock Exchange is NSE.
Prachee Dhuti Telephone: + 91 22 6630 3030
Aim FINANCIAL i
JM Financial Limited Email: [email protected]
BofA securities vier Ais Telephone: +91 22 6632 8000
Wer Arora Email: [email protected]
BofA Securities India Limited
cis, ee Prachi Chandgothia ‘Telephone: +91 22 6650 5050
CLSA India Private Limited mall: [email protected]
take Telephone: +51 22 4336 0000
Ganesh Rane Email: [email protected]
Kotak Mahindra Capital Company Limited
REGISTRAR TO THE OFFE!
CONTACT PERSON TELEPHONE AND EMAIL
Shanti Gopalkrishnan Telephone: +91 22 4918 6200
Email: [email protected]
NAME OF REGISTRAR
Link Intime India Private Limited
BID/OFFER PROGRAMME
‘ANCHOR INVESTOR BIDDING DATE, MONDAY, APRIL 25, 2022
'BID/OFFER OPENED ON TUESDAY, APRIL 26, 2022
[BID/OFFER CLOSED ON THURSDAY, APRIL 28, 2022
| 0 |
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 | PROSPECTUS
a m US Dated April 29, 2022
Please read section 32 of the Companies Act, 2013
Book Built Offer
CAMPUS ACTIVEWEAR LIMITED
Our Company was incorporated as ‘Action Renewable Energy Private Limited’ pursuant to a certificate of incorporation dated September 24, 2008, issued by the Registrar of Companies, Delhi and Haryana
at New Delhi (“RoC”). Thereafter, pursuant to a resolution passed by our Shareholders in the extra-ordinary 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. For further details on the changes in the name and registered
office of our Company, see “History and Certain Corporate Matters” on page 215.
Registered and Corporate Office: D-1, Udyog Nagar, Main Rohtak Road, New Delhi — 110041, Delhi, India;
Contact Person: Archana Maini, Company Secretary and Compliance Officer; Telephone: +91 11 4327 2500; E-mail: [email protected]
Website: www.campusactivewear.com; Corporate Identity Number: U74120DL2008PL.C183629
CUT pe Me NEON eMC
INITIAL PUBLIC OFFERING OF 47,950,000" EQUITY SHARES OF FACE VALUE OF 25 EACH (“EQUITY SHARES”) OF CAMPUS ACTIVEWEAR LIMITED (“OUR COMPANY” OR
ITHE “ISSUER”) FOR CASH AT A PRICE OF 2 292 PER EQUITY SHARE (INCLUDING A PREMIUM OF 2 287 PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING TO 8 13,996.00"
MILLION (THE “OFFER”) THROUGH AN OFFER FOR SALE COMPRISING TO 8,000,000" EQUITY SHARES AGGREGATING TO 2 2,335.10* MILLION BY HARI KRISHAN AGARWAL,
|4,500,000* EQUITY SHARES AGGREGATING TO 2 1,313.49* MILLION BY NIKHIL AGGARWAL (COLLECTIVELY, THE “PROMOTER SELLING SHAREHOLDERS”), 29,100,000*|
EQUITY SHARES AGGREGATING TO 2 8,493.92* MILLION BY TPG GROWTH III SF PTE. LTD., 6,050,000* EQUITY SHARES AGGREGATING TO & 1,765.92* MILLION BY QRG
ENTERPRISES LIMITED (COLLECTIVELY, THE “INVESTOR SELLING SHAREHOLDERS”), 100,000* EQUITY SHARES AGGREGATING TO 2 29.19* MILLION BY RAJIV GOEL
| AND 200,000* EQUITY SHARES AGGREGATING TO 2.58.38 MILLION BY RAJESH KUMAR GUPTA (COLLECTIVELY THE “OTHER SELLING SHAREHOLDERS”, AND TOGETHER |
WITH THE PROMOTER SELLING SHAREHOLDERS AND THE INVESTOR SELLING SHAREHOLDERS, THE “SELLING SHAREHOLDERS”) (THE “OFFER FOR SALE”). THE
OFFER INCLUDED A RESERVATION OF 200,000* EQUITY SHARES AGGREGATING TO 253.00* MILLION (CONSTITUTING 0.07% OF THE POST-OFFER PAID-UP EQUITY SHARE
CAPITAL OF OUR COMPANY) FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE,
IRESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER CONSTITUTED 15.76% AND 15.69%, RESPECTIVELY, OF
ITHE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. OUR COMPANY AND TPG GROWTH III SF PTE. LTD. IN CONSULTATION WITH THE BRLMS,
OFFERED A DISCOUNT OF 2 27 PER EQUITY SHARE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”).
*SUBJECT TO FINALISATION OF THE BASIS OF ALLOTMENT
[This Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SRR”) read with Regulation 31 of the Securities and Exchange Board of India (Issue of|
Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI [CDR Regulations”). This Offer was made through the Book Building Process in accordance with Regulation 6(1) of the
SEBI ICDR Regulations wherein not more than 50% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion, the “QIB Portion”),
Our Company and TPG Growth III SF Pte. Ltd., in consultation with the Book Running Lead Managers allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor
Portion”). One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds only, subject to valid Bids being received from the domestic Mutual Funds at or above the price at which allocation
is made to Anchor Investors (“Anchor Investor Allocation Price”) in accordance with the SEBI ICDR Regulations. Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis
to Mutual Funds only, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid
Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer was available for allocation to Non-Institutional Bidders and not less than 35% of the Net Offer was available for
allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. The Equity Shares available for allocation
to Non-Institutional Bidders under the Non-Institutional Portion, are subject to the following: (i) one-third of the portion available to Non-Institutional Bidders are reserved for applicants with an application
size of more than % 0.20 million and up to & 1.00 million, and (ii) two-third of the portion available to Non-Institutional Bidders are reserved for applicants with application size of more than & 1.00 million,
provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders. All Bidders, other than Anchor
investors, were mandatorily required to participate in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account, (including
[UPI ID in case of Retail Individual Bidders), in which the corresponding Bid Amounts will be blocked by the SCSBs or the Sponsor Banks under the UPI Mechanism, as applicable, to participate in the Offer.
[Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA Process. Further, 200,000 Equity Shares, aggregating to 2 53.00 million was made available for allocation
lon a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. For details, see “Offer Procedure” on
page 395.
[This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ¥ 5 each. The Offer Price as determined and
justified by our Company and TPG Growth III SF Pte. Ltd. in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations, and as stated in “Basis for the Offer Price”|
lon page 117, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity
[Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
[investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are
advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer,
including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or
adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 32.
PORN
(Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the
context of the Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein
fare honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms that the statements made or confirmed by such Selling Shareholder in this Prospectus to the
lextent of information specifically pertaining to them and their respective portion of the Offered Shares and assume responsibility that such statements are true and correct in all material respects and not
misleading in any material respect. Each Selling Shareholder assumes no responsibility for any other statement, including, inter alia, any of the statements made by or relating to our Company, or the other
[Selling Shareholders or in relation to the Company's business in this Prospectus
LISTING
[The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle” approvals from BSE and NSE for the listing of the
[Equity Shares pursuant to letters dated January 14, 2022 and January 28, 2022, respectively. For the purposes of the Offer, NSE is the Designated Stock Exchange. A signed copy of the Red Herring Prospectus
has been filed and this Prospectus shall be filed with the RoC in accordance with Section 26(4) and Section 32 of the Companies Act, 2013, For details of the material contracts and documents made available
or inspection from the date of the Red Herring Prospectus until the Bid / Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 502.
PSN Ne PRAT
Asm FinaNciAL BofA SECURITIES ~~ CLSA aa kotak’ LINK Intime
trvestiment Banking
[Kotak Mahindra Capital] Link Intime India Private Limited
Company Limited IC 101, 247 Park
Ast Floor, 27 BKC, Plot No. C-27 |L.B.S. Marg
|G Block, Bandra Kurla Complex, | Vikhroli (West), Mumbai 400 083
Bandra (East), Mumbai 400 051 |Maharashtra, India
Maharashtra, India Telephone: +91 22 4918 6200
Telephone: +91 22 43360000 | E-mail: [email protected]
Email: [email protected] | Investor grievance e-mail:
[Investor grievance email: |[email protected]
[email protected] Website: www.linkintime.co.in
Website: Contact person:
/https://investmentbank.kotak.co | Shanti
m |Gopalkrishnan
[Contact Person: Ganesh Rane | SEBI registration number: INR000004058
SEBI Registration —_No:
INM000008704
JM Financial Limited
7 Floor, Cnergy
/Appasaheb Marathe Marg
Prabhadevi, Mumbai 400 025
Maharashtra, India
|Telephone: + 91 22 6630 3030
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website: www.jmfl.com
|Contact person: Prachee Dhuri
SEBI registration number:
INM000010361
BofA Securities India Limited
Ground Floor, “A” Wing
One BKC, “G” Block
[Bandra Kurla Complex
[Bandra (East), Mumbai 400 051
Maharashtra, India
|Telephone: +91 22 6632 8000
Email: [email protected]
[Investor grievance email:
[email protected]
Website: www.ml-india.com
|Contact Person: Vivek Arora
|SEBI Registration No: INM000011625
CLSA India Private Limited
\8/F Dalamal House, Nariman Point
Mumbai 400 021
Maharashtra, India
|Telephone: +91 22 6650 5050
}Email: [email protected]
investor grievance email:
[email protected]
Website: www. india.clsa.com
Contact Person: Prachi Chandgothia
SEBI Registration No: INM000010619
ERT eae
Peas a MOTION ‘TUESDAY, APRIL 26, 2022*
PU yke aga keke ke ‘THURSDAY, APRIL 28, 2022
* The Anchor Investor Bidding Date was one Working Day prior to the Bid Offer Opening Date, ie., April 25, 2022.
| 1 |
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 | This page is intentionally left blank
| 2 |
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 | TABLE OF CONTENTS
SECTION I - GENERAL...
DEFINITIONS AND ABBREVIATIONG.... we
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION...
FORWARD-LOOKING STATEMENTS...
SECTION II - SUMMARY OF THE OFFER DOCUMENT...
SECTION III - RISK FACTORS...
SECTION IV - INTRODUCTION ....
THE OFFER......
SUMMARY FINANCIAL INFORMATION
GENERAL INFORMATION
CAPITAL STRUCTURE...
SECTION V —- PARTICULARS OF THE OFFER......
OBJECTS OF THE OFFER........
BASIS FOR THE OFFER PRICE
STATEMENT OF POSSIBLE SPECIAL TAX BENEFIT:
SECTION VI - ABOUT OUR COMPANY
INDUSTRY OVERVIEW .
OUR BUSINESS.......
KEY REGULATIONS AND POLICIES IN INDIA
HISTORY AND CERTAIN CORPORATE MATTERS
OUR MANAGEMENT...
OUR PROMOTERS AND PROMOTER GROUP.
DIVIDEND POLICY......
SECTION VII —- FINANCIAL INFORMATIO!
FINANCIAL STATEMENTS ......
OTHER FINANCIAL INFORMATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS......
CAPITALISATION STATEMENT
FINANCIAL INDEBTEDNESS...
SECTION VIII - LEGAL AND OTHER INFORMATION.....
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ...
GOVERNMENT AND OTHER APPROVALS...
SECTION IX - GROUP COMPANIES ......
SECTION X - OTHER REGULATORY AND STATUTORY DISCLOSUREB....
SECTION XI - OFFER INFORMATION...
TERMS OF THE OFFER
OFFER STRUCTURE
OFFER PROCEDURE
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES...
SECTION XII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ....
SECTION XIII - OTHER INFORMATION..
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....
SECTION XIV - CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS .....
DECLARATION.
| 3 |
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 | SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, or unless otherwise specified, shall have the meaning as provided below, and references to any
legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rule guidelines
or policy as amended from time to time and any reference to a statutory provision shall include any subordinate
legislation made from time to time under that provision.
The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the
meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the
Depositories Act or the rules and regulations made thereunder.
Notwithstanding the foregoing, terms in “Basis for the Offer Price”, “Statement of Possible Special Tax Benefits”,
“Industry Overview”, “Key Regulations and Policies in India”, “Financial Statements”, “Outstanding Litigation
and Other Material Developments”, and “Main Provisions of the Articles of Association” on pages 117, 120,
125, 211, 249, 359 and 414 respectively, will have the meaning ascribed to such terms in those respective sections.
General terms
Term Description
our Company / the Company /| Campus Activewear Limited, a public limited company incorporated under the
we / us / our / the Issuer Companies Act, 1956 and having its Registered and Corporate Office at D-1, Udyog
Nagar, Main Rohtak Road, New Delhi, Delhi — 110041
Company related terms
Term Description
2018 ESOP Scheme Campus Activewear Private Limited Employee Stock Option Plan 2018
2021 ESOP Scheme Campus Activewear Private Limited Employee Stock Option Plan 2021
2021 ESOP Scheme — SG Campus Activewear Limited Employee Stock Option Plan 2021 — Special Grant
2021 ESOP Scheme - VP Campus Activewear Limited Employee Stock Option Plan 2021 - Vision Pool
‘AoA / Articles of Association | The articles of association of our Company, as amended
/ Articles
Audit Committee Audit committee of our Company, described in “Our Management — Corporate
Governance” on page 231
Auditors / Statutory Auditors | The statutory auditors of our Company, namely B S R & Associates LLP, Chartered
Accountants
Board / Board of Directors _| The board of directors of our Company
CAIPL Campus AI Private Limited.
CEO Chief executive officer of our Company, namely Nikhil Aggarwal
Chairman The chairman of our Company, namely Hari Krishan Agarwal
Chief Financial Officer Chief financial officer of our Company, namely Raman Chawla
Company Secretary and
Caripliancé Officer Company secretary and compliance officer of our Company, namely Archana Maini
Corporate Social | The corporate social responsibility committee of our Company, described in “Our
Responsibility Committee _ | Management — Corporate Governance” on page 231
Director(s) The director(s) on our Board
Equity Shares The equity shares of our Company bearing face value of 25 each
ESOP Schemes Collectively, the Campus Activewear Private Limited Employee Stock Option Plan
2018, Campus Activewear Private Limited Employee Stock Option Plan 2021, Campus
Activewear Limited Employee Stock Option Plan 2021 — Special Grant, and Campus
Activewear Limited Employee Stock Option Plan 2021 - Vision Pool
Executive Director(s) Executive director(s) of our Company
Group Companies The group companies of our Company in accordance with the SEBI ICDR
Regulations, For details, see “Group Companies” on page 369
| 4 |
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 |
Term
Description
Independent Director(s)
Independent director(s) of our Company
Investor Selling Shareholders
TPG Growth III SF Pte. Ltd. and QRG Enterprises Limited
IPO Committee
TPO committee of the board of directors of our Company, comprising Nikhil Aggarwal,
Ankur Nand Thadani, and Nitin Savara
Key Managerial Personnel
Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as further
described in “Our Management — Key Managerial Personnel” on page 239
Managing Director The managing director of our Company, namely Hari Krishan Agarwal
Materiality Policy The policy adopted by our Board on December 21, 2021 for identification of material
(a) outstanding civil litigation proceedings; (b) group companies; and (c) creditors,
pursuant to the requirements of the SEBI ICDR Regulations and for the purposes of
disclosure in this Prospectus
MoA / Memorandum | The memorandum of association of our Company, as amended
of Association
Nomination and
Remuneration Committee
The nomination and remuneration committee of our Company, described in “Our
Management — Corporate Governance” on page 231
Non-Independent Non-
Executive Director(s)
Non-independent non-executive director(s) of our Company
Other Selling Shareholders
Rajiv Goel and Rajesh Kumar Gupta
Promoter Group
Persons and entities constituting the promoter group of our Company, pursuant to
Regulation 2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoters
and Promoter Group” on page 243
Promoter(s) The Promoter(s) of our Company, namely Hari Krishan Agarwal and Nikhil
Aggarwal. For details, see “Our Promoters and Promoter Group” on page 243
Ps Selling | ari Krishan Agarwal and Nikhil Aggarwal
Registered and Corporate | The registered and corporate office of our Company, situated at D-1, Udyog Nagar,
Office Main Rohtak Road, New Delhi, Delhi — 110041
Restated Consolidated | The restated consolidated financial information of our Company and its subsidiaries
Financial Information
comprising the restated consolidated balance sheet as at December 31, 2021,
December 31, 2020, March 31, 2021, March 31, 2020 and March 31, 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 December 31, 2021 and
December 31, 2020 and for the years ended March 31, 2021, March 31, 2020 and
March 31, 2019, and the summary statement of significant accounting policies, and
other explanatory information each prepared in accordance with Ind AS, and restated
in accordance with the requirements of the SEBI ICDR Regulations, as amended
from time to time, and the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by the ICAI
Risk Management | The risk management committee of our Company, described in “Our Management —
Committee Corporate Governance” on page 231
RoC / Registrar of | The Registrar of Companies, Delhi and Haryana at New Delhi
Companies
Selling Shareholders
Collectively, the Promoter Selling Shareholders, the Investor Selling Shareholders and
the Other Selling Shareholders
Senior
Personnel
Management
Senior management personnel of our Company, and as further described in “Our
Management — Senior Management Personnel” on page 239
SHA
Shareholders’ agreement dated August 30, 2017, executed between TPG Growth III SF
Pte. Ltd., QRG Enterprises Limited, Rajiv Goel, Rajesh Kumar Gupta, our Company
and our Promoters, as amended by the amendment agreement dated December 10,
2021, entered into between TPG Growth III SF Pte. Ltd., QRG Enterprises Limited,
Rajiv Goel, Rajesh Kumar Gupta, our Company, our Promoters, Salisbury Investments
Private Limited and Kumud Vaidya and deed of adherence dated November 18, 2021,
entered into between the Parties, Salisbury Investments Private Limited, Chaitanya
Vaidya and Kumud Vaidya
Shareholders
The holders of the Equity Shares from time to time
Stakeholders’
Committee
Relationship
The stakeholders’ relationship committee of our Company, described in “Our
Management — Corporate Governance” on page 231
Subsidiary / Material
Subsidiary
Our wholly-owned subsidiary, Campus AI Private Limited. Campus AI Private
Limited is also a material subsidiary of our Company in terms of the SEBI ICDR
| 5 |
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 |
Term
Technopak
Technopak Report
Whole-Time Director
Offer-related terms
Description
Regulations. For further details about Campus AI Private Limited, see “History and
Certain Corporate Matters - Our Subsidiary” on page 218
Technopak Advisors Private Limited
Industry Report titled “Report on Footwear Retail in India” dated April 7, 2022,
which is exclusively prepared for the purpose of the Offer and issued by Technopak
and is commissioned and paid for by our Company. Technopak was appointed on
August 6, 2021. The Technopak Report is available on the website of our Company
at www.campusactivewear.com/themes/campus/assets/documents/Report-on-
Footwear-Retail-in-India.pdf
The whole-time director of our Company, namely Nikhil Aggarwal
Term
‘Acknowledgement Slip
Allot / Allotment / Allotted
Allotment Advice
Allottee
‘Anchor Investor(s)
Anchor
Price
Investor Allocation
Anchor Investor Application
Form
‘Anchor Investor Bidding Date
Anchor Investor Offer Price
Anchor Investor Portion
Anchor Investor Pay-in Date
Application _ Supported
Blocked Amount / ASBA.
by
SBA Account
ASBA Bidders
Description
The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form
Unless the context otherwise requires, the transfer of the Offered Shares by the Selling
Shareholders pursuant to the Offer for Sale to the successful Bidders
Note or advice or intimation of Allotment sent to the Bidders who have been or are to be
Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange
A successful Bidder to whom the Equity Shares are Allotted
‘A Qualified Institutional Buyer, who applied under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the Red
Herring Prospectus
% 292 per Equity Share, being the price at which the Offered Shares will be allocated to
Anchor Investors in terms of the Red Herring Prospectus and this Prospectus, and decided
by our Company and TPG Growth III SF Pte. Ltd., in consultation with the Book Running
Lead Managers during the Anchor Investor Bidding Date
The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
which is considered as an application for Allotment in terms of the Red Herring Prospectus
and this Prospectus
April 25, 2022, being one Working Day prior to the Bid / Offer Opening Date, on which
Bids by Anchor Investors were submitted, prior to and after which the Book Running Lead
Managers did not accept any Bids from Anchor Investors, and allocation to Anchor
Investors were completed
% 292 per Equity Share, being the final price at which the Equity Shares will be Allotted to
Anchor Investors in terms of the Red Herring Prospectus and this Prospectus. The Anchor
Investor Offer Price was decided by our Company and TPG Growth III SF Pte. Ltd., in
consultation with the Book Running Lead Managers
60% of the QIB Portion which has been allocated by our Company and TPG Growth III SF
Pte. Ltd., in consultation with the Book Running Lead Managers, to Anchor Investors on a
discretionary basis, in accordance with the SEBI ICDR Regulations
One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject
to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price
With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the
event the Anchor Investor Allocation Price is lower than the Offer Price, not later than two
Working Days after the Bid / Offer Closing Date
An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
authorize an SCSB to block the Bid Amount in the ASBA Account and includes
applications made by RIBs using the UPI Mechanism where the Bid Amount is blocked
upon acceptance of UPI Mandate Request by RIBs using the UPI Mechanism
A bank account maintained by ASBA Bidders with an SCSB and specified in the ASBA.
Form submitted by such ASBA Bidder in which funds is blocked by such SCSB to the
extent of the specified in the ASBA Form submitted by such ASBA Bidder and includes a
bank account maintained by a Retail Individual Bidder linked to a UPI ID, which is blocked
by the SCSB upon acceptance of the UPI Mandate Request in relation to a Bid by a Retail
Individual Bidder Bidding through the UPI Mechanism
All Bidders except Anchor Investors
| 6 |
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 |
Term
Description
ASBA Form
‘An application form, whether physical or electronic, used by ASBA Bidders which is
considered as the application for Allotment in terms of the Red Herring Prospectus and this
Prospectus
Banker(s) to the Offer
Collectively, the Escrow Collection Bank, Refund Bank, Sponsor Banks and Public Offer
Bank
Basis of Allotment
Basis on which Equity Shares will be Alloited to successful Bidders under the Offer, as
described in “Offer Procedure” on page 395
Bid
‘An indication to make an offer during the Bid / Offer Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bidding Date by an
Anchor Investor pursuant to submission of the Anchor Investor Application Form, to
subscribe to or purchase the Equity Shares of our Company at a price within the Price Band,
including all revisions and modifications thereto as permitted under the SEBI ICDR
Regulations. The term “Bidding” shall be construed accordingly
Bid Amount
‘The highest value of optional Bids indicated in the Bid cum Application Form and payable
by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the case maybe,
upon submission of the Bid in the Offer, as applicable.
Bid cum Application Form
The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot
51 Equity Shares and in multiples of 51 Equity Shares thereafter
Bid / Offer Closing Date
Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries did not accept any Bids, being April 28, 2022.
Bid / Offer Opening Date
Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries started accepting Bids, being April 26, 2022
Bid / Offer Period
Except in relation to Anchor Investors, the period between the Bid / Offer Opening Date
and the Bid / Offer Closing Date, inclusive of both days, during which prospective Bidders
could submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR
Regulations.
Bidder
Any prospective investor who made a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor
Bidding Centres
Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker Centres
for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs
BofA.
BofA Securities India Limited
Book Building Process
Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made
Book Running Lead Managers /
BRLMs
‘The book running lead managers to the Offer namely, JM Financial Limited, BofA
Securities India Limited, CLSA India Private Limited and Kotak Mahindra Capital
Company Limited
Broker Centres
Broker centres notified by the Stock Exchanges where Bidders could submit the ASBA
Forms to a Registered Broker
The details of such Broker Centres, along with the names and contact details of the
Registered Broker are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
CAN / Confirmation _ of | Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have
Allocation Note been allocated the Equity Shares, on / after the Anchor Investor Bidding Date
Cap Price % 292 per Equity Share, being the higher end of the Price Band, above which the Offer Price
and the Anchor Investor Offer Price will not be finalised and above which no Bids will be
accepted
Cash Escrow and Sponsor Bank
Agreement
Agreement entered into by our Company, the Selling Shareholders, the Registrar to the
Offer, the Book Running Lead Managers, Syndicate Members and the Banker(s) to the
Offer for the appointment of the Sponsor Banks in accordance with the UPI Circulars, the
collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer
Account and where applicable, refunds of the amounts collected from Bidders, on the terms
and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to demat
account
CLSA CLSA India Private Limited
Collecting Depository | A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Participant(s) / CDP
and who is eligible to procure Bids at the Designated CDP Locations in terms of the circular
issued by SEBI as per the list available on the websites of BSE and NSE
Collecting Registrar and Share
Transfer Agents / CRTAs
Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Designated RTA Locations in terms of the UPI Circulars
| 7 |
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 |
Term
Description
Cut-off Price
Offer Price, finalised by our Company and TPG Growth Ill SF Pte. Ltd., in consultation
with the Book Running Lead Managers, which shall be any price within the Price Band
Only Retail Individual Bidders and Eligible Employees Bidding under the Employee
Reservation Portion are entitled to Bid at the Cut-off Price. QIBs, including Anchor
Investors, and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price
Demographic Details
Details of the Bidders including the Bidder’s address, name of the Bidder’s father /
husband, investor status, occupation and bank account details and UPI ID, where applicable
Designated CDP Locations
Such locations of the CDPs where Bidders can submit the ASBA Forms. The details of
such Designated CDP Locations, along with names and contact details of the Collecting
Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com)
Designated Date
The date on which funds are transferred from the Escrow Account(s) and the amounts
blocked are transferred from the ASBA Accounts, as the case may be, to the Public Offer
Account(s) or the Refund Account(s), as appropriate, in terms of the Red Herring
Prospectus and this Prospectus, after the finalisation of the Basis of Allotment in
consultation with the Designated Stock Exchange, following which the Board of Directors
may Allot Equity Shares to successful Bidders in the Offer
Designated Intermediaries
In relation to ASBA Forms submitted by RIBs by authorising an SCSB to block the Bid
Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by RIBs where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such RIB using the UPI Mechanism, Designated
Intermediaries shall mean Syndicate, sub-syndicate / agents, Registered Brokers, CDPs,
SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders, Designated
Intermediaries shall mean Syndicate, sub-syndicate / agents, SCSBs, Registered Brokers,
the CDPs and RTAs
Designated RTA Locations
Such locations of the RTAs where Bidders could submit the ASBA Forms to RTAs.
‘The details of such Designated RTA Locations, along with names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Designated SCSB Branches
Such branches of the SCSBs which collected the ASBA Forms, a list of which is available
on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such
other website as may be prescribed by SEBI from time to time
Designated Stock Exchange
NSE
Draft Red Herring Prospectus /
DRHP
The draft red herring prospectus dated December 24, 2021 issued in accordance with the
SEBI ICDR Regulations, which does not contain complete particulars of the price at which
the Equity Shares will be Allotted and the size of the Offer
Eligible NRI(S)
NRI(S) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the ASBA Form and the Red Herring
Prospectus constituted an invitation to subscribe to or to purchase the Equity Shares
Eligible Employees
(a) a permanent employee of our Company or of our Subsidiary (excluding such employees
who were not eligible to invest in the Offer under applicable laws) as of the date of filing
of the Red Herring Prospectus with the RoC and who continued to be a permanent
employee of our Company or of our Subsidiary, until the submission of the Bid cum
Application Form; and (b) a Director of our Company or of the Subsidiary of our Company,
whether whole time or not, who was eligible to apply under the Employee Reservation
Portion under applicable law as on the date of filing of the Red Herring Prospectus with the
RoC and who continued to be a Director of our Company or of our Subsidiary, until the
submission of the Bid cum Application Form, but not including Directors who either
themselves or through their relatives or through any body corporate, directly or indirectly,
held more than 10% of the outstanding Equity Shares of our Company.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee could not exceed 500,000 (net of Employee Discount). However, the initial
Allotment to an Eligible Employee in the Employee Reservation Portion could not exceed
% 200,000 (net of Employee Discount). Only in the event of undersubscription in the
Employee Reservation Portion, the unsubscribed portion was available for allocation and
Allotment, proportionately to all Eligible Employees Bid in excess of 200,000 (net of
Employee Discount), subject to the maximum value of Allotment made to such Eligible
Employee not exceeding % 500,000 (net of Employee Discount).
| 8 |
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 |
Term
Description
Escrow Account(s)
‘Account(s) opened with the Escrow Collection Bank and in whose favour the Anchor
Investors transferred money through direct credit / NEFT / RTGS / NACH in respect of the
Bid Amount when submitting a Bid
Escrow Collection Bank
The bank which is registered with SEBI as bankers to an issue and with whom the Escrow
Account(s) were opened, in this case being ICICI Bank Limited
Employee Discount
Our Company and TPG Growth III SF Pte. Ltd., in consultation with the BRLMs, offered
a discount of 9.25% on the Offer Price (equivalent of € 27 per Equity Share) to Eligible
Employees which were announced at least two Working Days prior to the Bid / Offer
Opening Date
Employee Reservation Portion
The portion of the Offer being 200,000 Equity Shares, aggregating to ¢ 53.00 million
available for allocation to Eligible Employees, on a proportionate basis.
First Bidder
Bidder whose name has been mentioned in the Bid cum Application Form or the Revision
Form and in case of joint Bids, whose name also appeared as the first holder of the
beneficiary account held in joint names
Floor Price
% 278 per Equity Share, being the lower end of the Price Band, subject to any revision(s)
thereto, at or above which the Offer Price and the Anchor Investor Offer Price will be
finalised and below which no Bids will be accepted
Fraudulent Borrower
‘A company or person, as the case may be, categorised as a fraudulent borrower by any bank
or financial institution or consortium thereof, in terms of the Master Directions on “Frauds
= Classification and Reporting by commercial banks and select FIs” dated July 1, 2016
General Information Document
The General Information Document for investing in public issues prepared and issued in
accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March
17, 2020 and the UPI Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the Book Running
Lead Managers
JM
JM Financial Limited
Kotak
Kotak Mahindra Capital Company Limited
Minimum NIB Application Size
Bid amount of more than 2 200,000.
Mobile App
The mobile applications which may be used by RIBs to submit Bids using the UPI
Mechanism as provided under ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
Mutual Fund Portion
5% of the Net QIB Portion, or 477,500 Equity Shares, which shall be available for
allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being
received at or above the Offer Price
Net Offer
‘The Offer less the Employee Reservation Portion
Net QIB Portion
The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
Non-Institutional Bidder / NIBs
All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity
Shares for an amount more than % 200,000 (but not including NRIs other than Eligible
NRIs)
Non-Institutional Portion
The portion of the Offer being not less than 15% of the Net Offer, consisting of 7,162,500
Equity Shares, which were available for allocation to Non-Institutional Bidders, subject to
valid Bids being received at or above the Offer Price. The Equity Shares available for
allocation to Non-Institutional Bidders under the Non-Institutional Portion, are subject to
the following: (i) one-third of the portion available to Non-Institutional Bidders are
reserved for applicants with an application size of more than & 0.20 million and up to & 1.00
million, and (ii) two-third of the portion available to Non-Institutional Bidders are reserved
for applicants with application size of more than & 1.00 million, provided that the
unsubscribed portion in either of the aforementioned sub-categories may be allocated to
applicants in the other sub-category of Non-Institutional Bidders.
Non-Resident
A person resident outside India, as defined under FEMA and includes NRIs, FPIs and
FVCIs
Offer / Offer for Sale
Initial public offer of 47,950,000* Equity Shares for cash at a price of & 292* each
(including a share premium of % 287 per Equity Share), aggregating to % 13,996.00*
million, through an offer for sale, comprising 8,000,000* Equity Shares aggregating to
2,335.10* million by Hari Krishan Agarwal, 4,500,000* Equity Shares aggregating to
1,313.49* million by Nikhil Aggarwal, 29,100,000* Equity Shares aggregating to
8,493.92* million by TPG Growth III SF Pte. Ltd., 6,050,000* Equity Shares aggregating
to 1,765.92* million by QRG Enterprises Limited, 100,000* Equity Shares aggregating
to % 29.19* million by Rajiv Goel and 200,000* Equity Shares aggregating to 2 58.38*
million by Rajesh Kumar Gupta
* Subject to finalisation of the Basis of Allotment
10
| 9 |
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 |
Term
Description
Offer Agreement
‘The agreement dated December 24, 2021 amongst our Company, the Selling Shareholders
and the Book Running Lead Managers, as amended by the first amendment agreement
dated April 9, 2022, by and among our Company, the Selling Shareholders and the Book
Running Lead Managers
Offer Price
% 292 per Equity Share, being the final price at which Equity Shares will be Allotted to
successful Bidders, other than Anchor Investors. Equity Shares will be Allotted to Anchor
Investors at the Anchor Investor Offer Price in terms of the Red Herring Prospectus. A
discount of € 27 per Equity Share was offered to Eligible Employees.
The Offer Price and Employee Discount was decided by our Company and TPG Growth
III SF Pte. Ltd., in consultation with the Book Running Lead Managers on the Pricing Date,
in accordance with the Book Building Process and in terms of the Red Herring Prospectus
Offer Proceeds
‘The proceeds of the Offer for Sale which shall be available to the Selling Shareholders. For
further information about use of the Offer Proceeds, see “Objects of the Offer” on page 114
Offered Shares
The Equity Shares being offered for sale by the Selling Shareholders as part of the Offer
comprising 8,000,000 Equity Shares by Hari Krishan Agarwal, 4,500,000 Equity Shares by
Nikhil Aggarwal, 29,100,000 Equity Shares by TPG Growth III SF Pte. Ltd., 6,050,000
Equity Shares by QRG Enterprises Limited, 100,000 Equity Shares by Rajiv Goel and
200,000 Equity Shares by Rajesh Kumar Gupta
Price Band
Price band of a minimum price of 278 per Equity Share (Floor Price) and the maximum
price of € 292 per Equity Share (Cap Price) including any revisions thereof.
Pricing Date
The date on which our Company and TPG Growth III SF Pte. Ltd. in consultation with the
Book Running Lead Managers, finalised the Offer Price, being April 29, 2022
Promoters’ Contribution
Aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company that
is eligible to form part of the minimum promoters’ contribution, as required under the
provisions of the SEBI ICDR Regulations, held by our Promoters, which shall be locked-
in for a period of eighteen months from the date of Allotment
Prospectus
This Prospectus dated April 29, 2022 to be filed with the RoC in accordance with the
Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia, the Offer
Price that is determined at the end of the Book Building Process, the size of the Offer and
certain other information, including any addenda or corrigenda thereto
Public Offer Account
The ‘no-lien’ and ‘non-interest bearing’ bank account(s) to be opened with the Public Offer
Bank under Section 40(3) of the Companies Act, 2013, to receive monies from the Escrow
Account(s) and ASBA Accounts on the Designated Date
Public Offer Bank
The bank with which the Public Offer Account is opened for collection of Bid Amounts
from Escrow Account(s) and ASBA Accounts on the Designated Date, in this case being
ICICI Bank Limited
QIB Category / QIB Portion
The portion of the Offer (including the Anchor Investor Portion) being not more than 50%
of the Net Offer, consisting of 23,875,000 Equity Shares which shall be Allotted to QIBs
(including Anchor Investors) on a proportionate basis, including the Anchor Investor
Portion (in which allocation was made on a discretionary basis, as determined by our
Company and TPG Growth III SF Pte. Ltd. in consultation with the BRLMs), subject to
valid Bids being received at or above the Offer Price
Qualified Institutional Buyers /
QIBs / QIB Bidders
Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Regulations
Red Herring Prospectus / RHP
The red herring prospectus dated April 18, 2022 issued in accordance with Section 32 of
the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which does
not have complete particulars of the price at which the Equity Shares were offered and the
size of the Offer
Refund Account
‘The account opened with the Refund Bank, from which refunds, if any, of the whole or part
of the Bid Amount to the Anchor Investors shall be made
Refund Bank
The Banker to the Offer with whom the Refund Account was opened, in this case being
ICICI Bank Limited
Registered Brokers
Stock brokers registered with the stock exchanges having nationwide terminals, other than
the Book Running Lead Managers and the Syndicate Members and eligible to procure Bids
Registrar Agreement
The agreement dated December 22, 2021 among our Company, the Selling Shareholders
and the Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer
Registrar and Share Transfer
Agents / RTAs
Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Designated RTA Locations as per the lists available on the websites of BSE and NSE
Registrar to the Offer / Registrar
Link Intime India Private Limited
Retail Individual Bidder(s) /
RIB(s)
Individual Bidders, who have Bid for the Equity Shares for an amount not more than &
200,000 in any of the bidding options in the Offer (including HUFs applying through their
karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
11
| 10 |
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 |
Term
Description
Retail Portion
The portion of the Offer being not less than 35% of the Net Offer consisting of 16,712,500
Equity Shares, which shall be available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or
above the Offer Price
Revision Form
Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their ASBA Form(s) or any previous Revision Form(s), as applicable
QIB Bidders and Non-Institutional Bidders were not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders and Eligible Employees Bidding in the Employee Reservation Portion
could revise their Bids during the Bid / Offer Period and withdraw their Bids until Bid /
Offer Closing Date
Self-Certified
Bank(s) / SCSB(s)
Syndicate
The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using
the UPI Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
4 and
https://www.sebi.gov.in/sebiweb/other/OtherA ction.do?doRecognisedFpi=yes&intmld=3
5, as applicable or such other website as may be prescribed by SEBI from time to time; and
(0) in relation to ASBA (using the UPI Mechanism), a list of which is available on the
website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
0, or such other website as may be prescribed by SEBI from time to time
Retail Individual Bidders using the UPI Mechanism could only apply through the SCSBs
and mobile applications using the UPI handles specified on the website of the SEBI. The
list of SCSBs through which Bids could be submitted by RIBs using the UPI Mechanism,
including details such as the eligible mobile applications and UPI handle which can be used
for such Bids, is available on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF pi=yes&intmld=4
0 and
https://www.sebi.gov.in/sebiweb/other/OtherA ction.do?doRecognisedFpi=yes&intmld=4
3 which may be updated from time to time or at such other website as may be prescribed
by SEBI from time to time.
Share Escrow Agent
Escrow agent appointed pursuant to the Share Escrow Agreement, namely, Link Intime
India Private Limited
Share Escrow Agreement
‘Agreement entered into amongst the Selling Shareholders, our Company and the Share
Escrow Agent in connection with the transfer of Equity Shares under the Offer by such
Selling Shareholders and credit of such Equity Shares to the demat account of the Allottees
Specified Locations
Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders
Sponsor Banks
The Bankers to the Offer registered with SEBI, which has been appointed by our Company
to act as a conduit between the Stock Exchanges and the NPCI in order to push the mandate
collect requests and / or payment instructions of the RIBs, using the UPI Mechanism and
carry out any other responsibilities in terms of the UPI Circulars, in this case being Axis
Bank Limited, HDFC Bank Limited, ICICI Bank Limited and Kotak Mahindra Bank
Limited
Stock Exchanges
Collectively, BSE and NSE
Syndicate / members of the
Syndicate
The Book Running Lead Managers and the Syndicate Members
Syndicate Agreement
Agreement entered into among our Company, the Selling Shareholders, the Book Running
Lead Managers and the Syndicate Members in relation to collection of Bid cum Application
Forms by Syndicate
Syndicate Member(s)
Intermediaries (other than the Book Running Lead Managers) registered with SEBI who
are permitted to accept bids, applications and place order with respect to the Offer
Systemically Important Non-
Banking Financial Company /
NBFC-SI
Systemically important non-banking financial company as defined under Regulation
2(1)(iii) of the SEBI ICDR Regulations
Underwriters
JM Financial Limited, BofA Securities India Limited, CLSA India Private Limited, Kotak
Mahindra Capital Company Limited, JM Financial Services Limited and Kotak Securities
Limited
Underwriting Agreement
‘Agreement to be entered into among the Underwriters, our Company and the Selling
Shareholders on April 29, 2022
UPI
Unified Payments Interface, which is an instant payment mechanism developed by NPCI
12
| 11 |
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 |
Term
Description
UPI Circulars
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular
number SEBI/HO/CED/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular number
SEBI/HO/CED/DIL2/CIR/P/2020 dated March 30, 2020, SEBI circular number
SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent circulars or
notifications issued by SEBI in this regard.
UPIID
ID created on UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request
A request (intimating the RIB by way of a notification on the UPI Mobile App and by way
of a SMS directing the RIB to such UPI Mobile App) to the RIB initiated by the Sponsor
Banks to authorise blocking of funds in the relevant ASBA Account through the UPI
Mobile App equivalent to the Bid Amount and subsequent debit of funds in case of
Allotment
UPI Mechanism
The mechanism that may be used by an RIB to make a Bid in the Offer in accordance with
the UPI Circulars
UPI PIN
Password to authenticate UPI transaction
UPI Streamlining Circular
SEBI circular number SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021
read with SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021
Wilful Defaulter
‘A company or person, as the case may be, categorised as a wilful defaulter by any bank or
financial institution or consortium thereof, in terms of regulation 2(1)(IIl) of the SEBI ICDR
Regulations
Working Day
All days on which commercial banks in Mumbai are open for business; provided, however,
ith reference to (a) announcement of Price Band; and (b) Bid / Offer Period, “Working
shall mean all days, excluding all Saturdays, Sundays and public holidays, on which
commercial banks in Mumbai are open for business; and with respect to the time period
between the Bid / Offer Closing Date and the listing of the Equity Shares on the Stock
Exchanges, “Working Day” shall mean all trading days of Stock Exchanges, excluding
Sundays and bank holidays, as per the circulars issued by SEBI
Conventional and general te:
rms and abbreviations
Term Description
AIF(s) Alternative Investment Funds as defined in and registered under the SEBI AIF
Regulations
BSE BSE Limited
CAGR Compound Annual Growth Rate
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI
AIF Regulations
Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Regulations
Category IT AIF AIFs who are registered as “Category II Alternative Investment Funds” under the
SEBI AIF Regulations
Category IIT AIF ‘AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI
AIF Regulations
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956
The erstwhile Companies Act, 1956 along with the relevant rules made thereunder
Companies Act / Companies
Act, 2013
Companies Act, 2013, along with the relevant rules, regulations, clarifications,
circulars and notifications issued thereunder, as amended to the extent currently in
force
CSR Corporate Social Responsibility
Demat Dematerialised
Depositories NSDL and CDSL, collectively
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DPID Depository Participant’s identity number
DPIIT The Department for Promotion of Industry and Internal Trade (earlier known as
Department of Industrial Policy and Promotion)
13
| 12 |
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 |
Term Description
EPS Earnings per share
Euro Euro, the official currency of the European Union
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the
FEMA
FDI Foreign direct investment
FDI Policy The consolidated FDI Policy, issued by the Department of Promotion of Industry and
Internal Trade, Ministry of Commerce and Industry, Government of India, and any
modifications thereto or substitutions thereof, issued from time to time
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial Year / Fiscal / Fiscal
Year
The period of 12 months commencing on April 1 of the immediately preceding
calendar year and ending on March 31 of that particular calendar year
FPIs Foreign Portfolio Investors, as defined under SEBI FPI Regulations
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered with
SEBI
GDP Gross Domestic Product
Gol / Government / Central
Government
Government of India
GST Goods and Services Tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards as issued by the International Accounting
Standards Board
IGST Integrated Goods and Services Tax
Income Tax Act
Income Tax Act, 1961
Ind AS / Indian Accounting
Standards
The Indian Accounting Standards notified under Section 133 of the Companies Act,
2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended and other relevant provisions of the Companies Act, 2013
Ind AS 24
Indian Accounting Standard 24, notified by the Ministry of Corporate Affairs under
Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended and other relevant provisions of the Companies
Act, 2013
Ind AS 37
Indian Accounting Standard 37, “Provisions, Contingent Liabilities and Contingent
Assets”, notified by the Ministry of Corporate Affairs under Section 133 of the
Companies Act, 2013 read with IAS Rules
IGAAP / Indian GAAP /
GAAP
‘Accounting standards notified under section 133 of the Companies Act, 2013, read with
Companies (Accounting Standards) Rules, 2006, as amended) and the Companies
(Accounts) Rules, 2014, as amended
INR / Rupee / 2 / Rs.
Indian Rupee, the official currency of the Republic of India
IRDAT Insurance Regulatory and Development Authority of India
IT Information Technology
KYC Know Your Customer
MAT Minimum Alternate Tax
MCA The Ministry of Corporate Affairs, Government of India
MoU Memorandum of Understanding
MSME Micro, small and medium enterprises
Mutual Funds
Mutual funds registered with the SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
NACH National Automated Clearing House
NBFC Non-Banking Financial Company
NCLT National Company Law Tribunal
NEFT National Electronic Fund Transfer
NPCI National Payments Corporation of India
NRI Person resident outside India, who is a citizen of India or a person of Indian origin, and
shall have the meaning ascribed to such term in the Foreign Exchange Management
(Deposit) Regulations, 2016 or an overseas citizen of India cardholder within the
meaning of section 7(A) of the Citizenship Act, 1955
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
14
| 13 |
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 |
Term Description
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB Overseas Corporate Body
PAN Permanent account number
PAT Profit after tax
RBI The Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RTGS Real Time Gross Settlement
Rule 144A, Rule 144A under the U.S. Securities Act
SCRA Securities Contract (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012
SEBI ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021
SEBI FPI Regulations
Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI Listing Regulations
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015,
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as
repealed pursuant to the SEBI AIF Regulations
STT Securities Transaction Tax
Takeover Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
US$ /USD/ US Dollar
United States Dollar, the official currency of the United States of America
USA/U.S./ US United States of America and its territories and possessions, including any state of the
United States of America, Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands and the District of Columbia
U.S. GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Securities Act U.S. Securities Act of 1933, as amended
VAT Value Added Tax
VCFs Venture capital funds as defined in and registered with the SEBI under the Securities
and Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the Securities
and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the
case may be
Technical / industry-related terms
Term Description
Active Styles The number of styles sold by our Company in a particular Fiscal or period
‘ASP ‘Average Selling Price
B2B Business to business
COCOs Company owned company operated stores
Counter Counter situated in LFS where ‘CAMPUS’ is one of the prominent sports and athleisure
footwear brands
D2C Direct to consumer
DMS Distribution management system
EBO Exclusive brand outlet
EVA Ethylene-vinyl acetate
ERP Enterprise resource planning
15,
| 14 |
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 |
Term Description
FMCG Fast moving consumer goods
GPS Global positioning system
HIMUDA Himachal Pradesh Housing and Urban Development Authority
HR Human resource
IP Intellectual property
LFS Large format stores
OMS Order management solution
PoS Point-of-sales
R&D Research and development
Scaled Brand Brands with over 2 2 billion of revenue in Fiscal 2019 as per Technopak
SIDCUL State Industrial Development Corporation of Uttarakhand
SKU Stock keeping unit
16
| 15 |
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 | CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION, INDUSTRY AND MARKET
DATA AND CURRENCY OF PRESENTATION
Certain conventions
All references in this Prospectus to “India” are to the Republic of India and its territories and possessions and all
references herein to the “Government”, “Indian Government”, “Gol”, “Central Government” or the “State
Government” are to the Government of India, central or state, as applicable.
All references herein to the “US”, the “U.S.”, the “USA”, or the “United States” are to the United States of
America, together with its territories and possessions.
Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”). Unless
indicated otherwise, all references to a year in this Prospectus are to a calendar year.
Unless indicated otherwise, all references to page numbers in this Prospectus are to page numbers of this
Prospectus.
Financial data
Unless stated or the context requires otherwise, the financial information and financial ratios in this Prospectus is
derived from our Restated Consolidated Financial Information. The Restated Consolidated Financial Information
included in this Prospectus comprise the restated consolidated balance sheet as at December 31, 2021, December
31, 2020, March 31, 2021, March 31, 2020 and March 31, 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 December 31, 2021 and December 31, 2020 and for the
years ended March 31, 2021, March 31, 2020 and March 31, 2019 together with the annexures and the notes
thereto, which are derived from special purpose interim consolidated financial statements as at and for the nine
months ended December 31, 2021 and December 31, 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 and the audited
consolidated financial statements as at and for the years ended March 31, 2021, March 31, 2020 and March 31,
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.
In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. All figures in decimals have been rounded off to the second decimal and all percentage figures have
been rounded off to two decimal places. In certain instances, (i) the sum or percentage change of such numbers
may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain
tables may not conform exactly to the total figure given for that column or row.
Our Company’s financial year commences on April | and ends on March 31 of the next year. Accordingly, all
references to a particular financial year, unless stated otherwise, are to the 12 month period ended on March 31
of that year. Unless stated otherwise, or the context requires otherwise, all references to a “year” in this Prospectus
are to a calendar year.
There are significant differences between Ind AS, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those
differences or quantify their impact on the financial data included in this Prospectus and it is urged that you consult
your own advisors regarding such differences and their impact on our Company’s financial data. For details in
connection with risks involving differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors — Significant
differences exist between the Indian Accounting Standards notified under Section 133 of the Companies Act and
the relevant rules made thereunder (“Ind AS”) and other accounting principles, such as International Financial
Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and Generally
Accepted Accounting Principles in the United States of America (“U.S. GAAP”), which may be material to
investors’ assessment of our financial condition.” on page 69. The degree to which the financial information
included in this Prospectus will provide meaningful information is entirely dependent on the reader’s level of
familiarity with Indian accounting policies and practices, the Companies Act, 2013 and the SEBI ICDR
Regulations. Any reliance by persons not familiar with Indian accounting policies and practices on the financial
disclosures presented in this Prospectus should accordingly be limited.
17,
| 16 |
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 | Non-GAAP financial measures
Certain non-GAAP measures such as EBIT, EBITDA, EBITDA Margin, Gross Margin, Gross Margin %, Capital
Employed, Return on Capital Employed, Return on Equity, Net Margin (also known as Profit after Tax Margin),
Average Selling Price, Net Worth, Return on Net Worth, Net Asset Value per Equity Share and Contingent
Liability to Net Worth Percentage (“Non-GAAP Measures”) presented in this Prospectus are a supplemental
measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS.
Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind
AS, and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the
year / period or any other measure of financial performance or as an indicator of our operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance
with Ind AS. In addition, these Non-GAAP Measures are not a standardised term and, therefore, a direct
comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other companies
may calculate the Non-GAAP Measures differently from us, limiting their usefulness as a comparative measure.
Although the Non-GAAP Measures are not a measure of performance calculated in accordance with applicable
accounting standards, our Company’s management believes that they are useful to an investor in evaluating us
because these are widely used measures to evaluate a company’s operating performance. See “Risk Factors —.
We have presented certain supplemental information of our performance and liquidity which is not prepared
under or required under Ind AS.” on page 66.
Industry and market data
Unless stated otherwise, industry and market data used throughout this Prospectus has been obtained or derived
from a report titled “Report on Footwear Retail in India” dated April 7, 2022, which is exclusively prepared for
the purpose of the Offer and issued by Technopak and is commissioned and paid for by our Company. Technopak
was appointed on August 16, 2021. The Technopak Report is available on the website of our Company at
‘www.campusactivewear.com/themes/campus/assets/documents/Report-on-Footwear-Retail-in-India.pdf. The
excerpts of the industry report are disclosed in the Offer Documents and there are no parts, information, data
(which may be relevant for the proposed Offer), left out or changed in any manner. Industry sources and
publications are also prepared based on information as of specific dates and may no longer be current or reflect
current trends.
Although the industry and market data used in this Prospectus is reliable, industry sources and publications may
base their information on estimates and assumptions that may prove to be incorrect. The data used in these sources
may also have been reclassified by us for the purposes of presentation and may also not be comparable. The extent
to which the industry and market data presented in this Prospectus is meaningful depends upon the reader’s
familiarity with, and understanding of, the methodologies used in compiling such information. There are no
standard data gathering methodologies in the industry in which our Company conducts business and
methodologies and assumptions may vary widely among different market and industry sources. Such information
involves risks, uncertainties and numerous assumptions and is subject to change based on various factors,
including those discussed in “Risk Factors - We have commissioned and paid for an industry report which is
exclusively prepared for the purposes of the Offer and issued by Technopak which has been used for industry
related data in this Prospectus. Accordingly, prospective investors are advised not to base their investment
decision solely on such information.” on page 65.
Unless the context otherwise indicates, any percentage amounts as set forth in “Risk Factors”, “Our Business”
and “Management's Discussion and Analysis of Financial Conditional and Results of Operations” on pages 32,
169 and 323 respectively, and elsewhere in this Prospectus, except for certain operational metrics, have been
calculated on the basis of amounts based on or derived from our Restated Consolidated Financial Information.
In accordance with the SEBI ICDR Regulations, the section titled “Basis for the Offer Price” on page 114, includes
information relating to our peer group companies.
Currency and Units of Presentation
All references to:
© ‘Rupees’ or ‘2’ or ‘Rs.’ are to Indian Rupees, the official currency of the Republic of India.
e ‘U.S.$’, ‘U.S. Dollar’, ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United States of
18
| 17 |
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 | America.
In this Prospectus, our Company has presented certain numerical information. All figures have been expressed in
million. In this regard, please note: (a) One million is equal to 1,000,000/10 lakhs; and (b) 10 million is equal to
10,000,000/100 lakhs/ one crore. Figures sourced from third-party industry sources may be expressed in
denominations other than millions or may be rounded off to other than two decimal points in the respective
sources, and such figures have been expressed in this Prospectus in such denominations or rounded-off to such
number of decimal points as provided in such respective sources.
Exchange rates
This Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not
be construed as a representation that such currency amounts could have been, or can be converted into Indian
Rupees, at any particular rate, or at all.
The exchange rates of USD into Indian Rupees for the periods indicated are provided below:
(ind)
Currency ‘Exchange Rate as on
March 29, 2019 | March 31,2020 | March 31,2021 [December 31, 2021|December 31, 2020
1USD 69.17, 75.39 73.50 74.30 73.05
Source: RBI/ Financial Benchmark India Private Limited
(Exchange rate as on March 29, 2019, as RBI reference rate is not available for March 31, 2019 and March 30, 2019 being a Sunday
and a Saturday, respectively. Exchange rate is rounded off to two decimal places.
Notice to Prospective Investors in the United States
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal
offence in the United States. In making an investment decision, investors must rely on their own examination of
our Company and the terms of this Offer, including the merits and risks involved. The Equity Shares offered in
the Offer have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and accordingly, the Equity Shares are being offered and sold (i) within
the United States solely to persons who are reasonably believed to be “qualified institutional buyers” (as defined
in Rule 144A under the U.S. Securities Act) in transactions exempt from the registration requirements of the U.S.
Securities Act, and (ii) outside the United States in “offshore transactions” as defined in and in reliance on
Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales
occur.
19
| 18 |
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 | FORWARD-LOOKING STATEMENTS
This Prospectus contains certain statements which are not statements of historical fact and may be described as
“forward-looking statements”. These forward-looking statements include statements which can generally be
identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”,
“expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “seek to”, “will achieve”, “will
continue”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements that
describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. These
forward-looking statements include statements as to our business strategy, plans, revenue and profitability
(including, without limitation, any financial or operating projections or forecasts) and other matters discussed in
this Prospectus that are not historical facts. All statements regarding our expected financial conditions, results of
operations, business plans and prospects are forward-looking statements. However, these are not the exclusive
means of identifying forward-looking statements.
By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual future gains or losses could be materially different from those that
have been estimated. Forward-looking statements reflect our current views as of the date of this Prospectus and
are not a guarantee of future performance. These statements are based on our management’s belief and
assumptions, current plans, estimates and expectations, which in turn are based on currently available information.
Although we believe that the assumptions on which such statements are based are reasonable, any such
assumptions as well as statements based on them could prove to be inaccurate. Actual results may differ materially
from those suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated
by the relevant forward-looking statement. This may be due to risks or uncertainties associated with our
expectations with respect to, but not limited to, regulatory changes pertaining to the industries we cater to, and
our ability to respond to them, our ability to successfully implement our strategies, our growth and expansion,
technological changes, our exposure to market risks, general economic and political conditions in India which
have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation,
deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices,
the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes,
changes in competition in our industry and incidence of any natural calamities and / or acts of violence.
Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:
Failure to effectively promote or develop our brand
Inability to anticipate product trends and consumer preferences
Failure to compete effectively in the highly competitive sports and athleisure footwear industry
Pricing pressure from customers
The ongoing COVID-19 pandemic
Adverse developments affecting India, where our manufacturing facilities are located
Any inability to procure or source contract labor or deterioration of labor relations with our contract labor
staff or increase in labor costs
eceoeoeee
For a further discussion of factors that could cause our actual results to differ, see “Risk Factors”, “Our Business’
and “Management's Discussion and Analysis of Financial Position and Results of Operations” on pages 32, 169
and 323 respectively.
Neither our Company, nor the Selling Shareholders, nor the Book Running Lead Managers, nor any Syndicate
Member, nor any of their respective affiliates have any obligation to update or otherwise revise any statements.
reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the
underlying assumptions do not come to fruition.
In accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of
material developments pertaining to our Company and the Equity Shares forming part of the Offer for Sale from
the date of the Red Herring Prospectus until the time of the grant of listing and trading permission by the Stock
Exchanges. In accordance with the requirements of SEBI, each of the Selling Shareholders shall, severally and
not jointly, to the extent of statements specifically made or confirmed by them in relation to their respective
portion of Offered Shares in the Red Herring Prospectus, ensure that Bidders in India are informed of material
20
| 19 |
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 | developments in relation to statements and undertakings specifically made or confirmed by such Selling
Shareholder in the Red Herring Prospectus until the time of grant of listing and trading permission by the Stock
Exchanges for the Offer. Only statements and undertakings which are specifically confirmed or undertaken by a
Selling Shareholder, as the case may be, in the Red Herring Prospectus shall be deemed to be statements and
undertakings made by such Selling Shareholder.
21
| 20 |
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 | SECTION II - SUMMARY OF THE OFFER DOCUMENT
This section is a general summary of certain disclosures included in this Prospectus and is not exhaustive, nor
does it purport to contain a summary of all the disclosures in this Prospectus or all details relevant to prospective
investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed
information appearing elsewhere in this Prospectus, including the sections titled “Risk Factors”, “The Offer”,
“Capital Structure”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Objects
of the Offer” and “Outstanding Litigation and Other Material Developments” on pages 32, 76, 95, 125, 169, 243,
114 and 359 respectively.
Primary business of our Company
We are the largest sports and athleisure footwear brand in India in terms of value and volume in Fiscal 2021.
(Source: Technopak Report). Our value in Fiscal 2021 was 2 7,112.84 million constituting 100% of our revenue
from operations and our volume in Fiscal 2021 was 13.00 million pairs constituting 100% of total volume sold.
We introduced our brand ‘CAMPUS’ in 2005 and are a lifestyle-oriented sports and athleisure footwear company
that offers a diverse product portfolio for the entire family. We offer multiple choices across styles, color palettes,
price points and an attractive product value proposition. We had an approximately 15% market share in the
branded sports and athleisure footwear industry in India by value for Fiscal 2020, which increased to
approximately 17% in Fiscal 2021. (Source: Technopak Report).
Summary of the industry in which our Company operates
India is mirroring the global trend with respect to sports and athleisure and outpaced the global growth rate of the
segment. It is estimated to be = 19,500 crore (USD 2.6 billion) in FY 2020 and is expected to grow at a rate of
approximately 16% by FY 2025, almost doubling in size. The domestic footwear retail market in India estimated
at = 72,000 crore in FY 2020 is projected to grow at a CAGR of ~8% to reach % 1,05,000 crore by FY 2025.
Footwear industry in India has grown at a CAGR of ~9% over FY2015 to FY20. (Source: Technopak Report)
Name of Promoters
Our Promoters are Hari Krishan Agarwal and Nikhil Aggarwal. For further details, see “Our Promoters and
Promoter Group” on page 243.
Offer size
The following table summarizes the details of the Offer.
Offer of Equity Shares by | 47,950,000* Equity Shares, aggregating to % 13,996.00* million by the Selling Shareholders,
way of the Offer for Sale, | comprising an offer for sale of 8,000,000* Equity Shares aggregating to 2 2,335.10* million
2) of which: by Hari Krishan Agarwal, 4,500,000* Equity Shares aggregating to 2 1,313.49* million by
Nikhil Aggarwal, 29,100,000* Equity Shares aggregating to & 8,493.92* million by TPG
Growth III SF Pte. Ltd., 6,050,000* Equity Shares aggregating to % 1,765.92* million by
QRG Enterprises Limited, 100,000* Equity Shares aggregating to % 29.19 million by Rajiv
Goel and 200,000* Equity Shares aggregating to ¥ 58.38* million by Rajesh Kumar Gupta
Employee Reservation | 200,000* Equity Shares aggregating to 2 53.00* million
Portion®
Net Offer 47,750,000* Equity Shares aggregating to % 13,943.00* million
* Subject to finalisation of the Basis of Allotment
(The Offer has been authorized by a resolution of our Board dated December 21, 2021.
© The Equity Shares being offered by the Selling Shareholders are eligible for being offered for sale in terms of the SEBI ICDR Regulations.
Each of the Selling Shareholders has authorized the sale of its respective portion of the Offered Shares. For details on the authorisation
of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures — Authority for the Offer”
on page 371.
In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion was made available for
allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of % 200,000 (net of Employee Discount)
subject to the maximum value of Allotment made to such Eligible Employee not exceeding %500,000 (net of Employee Discount). The
unsubscribed portion, if any, in the Employee Reservation Portion after allocation up to % 500,000 (net of Employee Discount), shall be
added to the Net Offer. For further details, see “The Offer” and “Offer Structure” on pages 76 and 391 respectively.
@
The Offer and Net Offer constitutes 15.76% and 15.69% respectively, of the post Offer paid up Equity Share
capital of our Company.
22
| 21 |
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 | Offer for Sale
Each of the Selling Shareholders has, severally and not jointly, authorized and confirmed inclusion of their portion
of the Offered Shares as part of the Offer for Sale, as set out below:
S. | Name of Selling Shareholder | No. of Equity shares offered in | % oftheir | % of pre-Offer paid-
No. the Offer for Sale* shareholding up Equity Share
proposed to capital of our
be sold Company*
through the
Offer for Sale
1._[ Hari Krishan Agarwal 8,000,000 Equity Shares 4.36% 2.63%
2.__| Nikhil Aggarwal 4,500,000 Equity Shares 10.90% 1.48%
3._| TPG Growth Ill SF Pte. Ltd. 29,100,000 Equity Shares 55.63% 9.56%
4.__| QRG Enterprises Limited 6,050,000 Equity Shares 51.45% 1.99%
5._| Rajiv Goel 100,000 Equity Shares 54.04% 0.03%
6. | Rajesh Kumar Gupta 200,000 Equity Shares 54.50% 0.07%
Total | 47,950,000 Equity Shares 15.76%
“Subject to finalisation of the Basis of Allotment
Objects of the Offer
The objects of the Offer are to achieve the benefits of listing the Equity Shares on the Stock Exchanges and the
offer for sale of 47,950,000 Equity Shares aggregating to = 13,996.00 million by the Selling Shareholders. For
further details, see “Objects of the Offer” on page 114.
Aggregate pre-Offer shareholding of our Promoters, the members of our Promoter Group (other than our
Promoters) and the Selling Shareholders
% of total pre-Offer
S.No. Name of Shareholder No. of Equity Shares | paid up Equity Share
capital
Promoters
1. [Hari Krishan Agarwal* 183,675,892 60.35
2. [| Nikhil Aggarwal* 41,267,004 13.56
Promoter Group
3. [HKV Trust** 12,175,000 4.00
4. [Charu Goel 700,008 0.23
5. | Prerna Aggarwal 191,000 0.06
6.__[HKV Family Trust" 100 0.00
Selling Shareholders (other than our Promoters)
7. | TPG Growth III SF Pte. Ltd. 52,307,692 17.19
8. | QRG Enterprises Limited 11,759,292 3.86
9. _ | Rajiv Goel 185,040 0.06
10. | Rajesh Kumar Gupta 366,996 0.12
*Also, the Selling Shareholders
-** Shares held by HKV Services Private Limited in its capacity as trustee of HKV Trust
*** Shares held by HNA Services Private Limited in its capacity as trustee of HKV Family Trust
Summary derived from the Restated Consolidated Financial Information
The following information has been derived from our Restated Consolidated Financial Information for the last
three Fiscals and the nine months ended December 31, 2020 and December 31, 2021:
(@ in million, except per share data)
Particulars As at and for the Fiscal ended As at and for the nine months
ended
March 31, | March3i, | March3i, | December3i, | December 31,
2019 2020 2021 2020 2021
Equity Share capital 0.97 1,518.71 1,518.71 1,518.71 1,521.62
Net Worth 2,017.72 2,847.45, 3,126.35 3,022.70. 4,025.46
Revenue from operations 5,948.73 7,320.43 7,112.84 4,361.75 8,418.44
Profit after tax attributable to 384,14 615.99 268.74* 168.65 855.83
owners of the Company
23
| 22 |
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 |
Particulars ‘As at and for the Fiscal ended ‘As at and for the nine months
ended
March 31, | March3i, | March31, | December31, | December 31,
2019 2020 2021 2020 2021
Operating Profit 856.72 | _1,131.88 833.08 292.41 1,253.80
Earnings per share (basic) Gn ©) 1.28 2.05 0.88 0.56 2.82
Earnings per share (diluted) (in ®) 1.28 2.05 0.88 0.56 2.82
ae Value’ per Equity Share 6.72 9.45 10.29 9.95 13.25
Total Borrowings 1,747.58 | __2,432.63 1,355.98 1,659.57 74.77
Net (decrease) / increase in cash 1.48 135.29 (140.83) (141.09) (6.02)
and cash equivalents
Notes:
© Net Worth means equity attributable to owners of the Company.
© Basic earnings per share: profit for the year/period attributable to equity shareholders of the Company divided by total weighted
average number of equity shares outstanding at the end of the year/period.
© Diluted earnings per share: profit for the year/period attributable to equity shareholders of the Company divided by total weighted
average number of equity shares outstanding at the end of the year/period.
© Net Asset Value per Equity Share: Equity attributable to owners of the Company divided by weighted average numbers of equity shares
outstanding during the year.
© Operating Profit has been calculated as profit before finance costs, other comprehensive income for the year, other income and tax
expense.
© The Board of Directors and Shareholders of our Company at their meeting held on November 9, 2021, have approved stock split of one
equity share having face value of @ 10 each into two equity shares having face value of ® 5 each. These changes have been considered
retrospectively for the purpose of calculation of the Net Asset Value per Equity Share and basic & diluted earnings per share
* Pursuant to amendment by Finance Act, 2021 dated March 28, 2021, goodwill has been held as non-tax deductible asset effective April 1,
2021. Consequently, the Company has derecognised the deferred tax assets on goodwill as on March 31, 2021 amounting to 2 247.17 million,
thereby impacting profit after tax for the year ended March 31, 2021.
For further details see “Financial Statements” on page 249.
Auditor qualifications
There are no qualifications included by the Statutory Auditors in their audit report which have not been given
effect to in the Restated Consolidated Financial Information.
Summary of Outstanding litigation
A summary of outstanding litigation proceedings as on the date of this Prospectus as disclosed in the section titled
“Outstanding Litigation and Other Material Developments” in terms of the SEBI ICDR Regulations is provided
below:
Entity Criminal Tax Statutory or | Disciplinary actions | Material | Aggregate
involved _| Proceedings | Proceedings | Regulatory | by SEBI or Stock | civil amount
Proceedings | Exchanges against | litigation | involved* (&
our Promoters in million)
Company
By the | 3 NA NA NA 1 26.03
Company
Against the | Nil Nil Nil NA Nil NA
Company
Directors
By the | Nil NA NA NA Nil NA
Directors
Against the | 2 1 Nil NA Nil 9.81
Directors
Promoters
By the | Nil NA NA Nil Nil NA
Promoters
Against the | Nil 1 Nil Nil Nil 9.81
Promoters
Subsidiaries
By the | 2 NA NA NA Nil 1.64
Subsidiary
Against the | Nil Nil Nil NA Nil NA
Subsidiary
24
| 23 |
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 | Further, as on the date of this Prospectus, there are no pending litigation proceedings involving any of our Group
Companies which will have a material impact on our Company. For further details, see “Outstanding Litigation
and Other Material Developments” on page 359.
Our Company has not provisioned for any probable liabilities arising out of outstanding litigation involving our
Company.
Risk factors
Specific attention of the Bidders is invited to “Risk Factors” on page 32 to have an informed view before making
an investment decision.
Summary of contingent liabilities
The details of the contingent liabilities (as per Ind AS 37) of our Company as on December 31, 2021, derived
from the Restated Consolidated Financial Information are set forth below:
Particulars Contingent liabilities and
commitments as at December 31, 2021
We had imported plant and machinery in Fiscal 2016 under EPCG scheme. An % 3.98 million
export obligation (“EO”) amounting to % 23.87 million was placed on us which
was to be fulfilled in a period of eight years from the date of inspection of
licence.
Duty saved under EPCG Scheme amounting to % 3.98 million.
Pursuant to judgement by the Honourable Supreme Court dated February 28, 2019, it was held that basic wages, for the
purpose of provident fund, to include special allowances which are common for 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 in this regard, we have not recognized any
provision till Fiscal 2019. Further, we also believe that the impact of the same on us will not be material.
The Contingent Liability to Net Worth Percentage of our Company as on December 31, 2021 is 0.10% .
For further information on our contingent liabilities, see “Financial Statements — Restated Consolidated Financial
Information - Note 39: Contingent liabilities, contingent assets and commitments” on page 294.
Summary of related party transactions
A summary of the related party transactions entered into by our Company and our subsidiaries in Fiscals 2019,
2020 and 2021 and the nine months ended December 31, 2020 and December 31, 2021 as per Ind AS 24 - Related
Party Disclosures, from our Restated Consolidated Financial Information, is detailed below:
(in million)
Particulars Fiscal Nine months ended
2019 | %of | 2020 | %of | 2021] %of | December| %of | December | % of
revenue revenu revenue | 31,2020 | revenue | 31,2021 | revenue
from e from from from from
operati operati operation operations operatio
ons ons s ns
Hari Krishan
Agarwal
Rennes | gessy 0.83 | 53.50 0.73 | 48.50 0.68 36.38 0.83 37.39 0.44
paid to KMP
Purchase of
property - 0.00 | 117.97 1.61 = 0.00 0.00 0.00 0.00 0.00
plant and
equipment
Repayment of
loans and) 49.96] 0.84 -| 0.00 " 0.00 0.00 0.00 0.00 0.00
advances
given
Nikhil
Aggarwal
25
| 24 |
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 |
Particulars Fiscal Nine months ended
2019 | %of | 2020 | %of | 2021] %of | December| %of | December | % of
revenue revenu revenue | 31,2020 | revenue | 31,2021 | revenue
from efrom from from from
operati operati operation operations operatio
ons ons s ns
Remonertion | reag 0.19 | 13.92 0.19 | 13.92 0.20 10.44 0.24 11.43 0.14
paid to KMP
Vinod
Aggarwal
Remuneration " 4
paid to KMP = 0.00 | 7.00 0.10 | 12.00 0.17 9.00 0.21 6.05 0.07
Prerna
Aggarwal
Remuneration
bald 2 - 0.00 | 1.40 0.02 | 2.40 0.03 1.80 0.04 437 0.05
relatives of
KMP
Action Shoes
Private
Limited
Repayment of
foans, and) 700 0.79 -| 0.00 ° 0.00 0.00 0.00 0.00 0.00
advances
given
Havells India
Limited
Purchase of
property - 0.00} 3.52 0.05 = 0.00 0.00 0.00 0.00 0.00
plant and
equipment
Nikhil Udyog
Settlement of
capital
advance
(purchase of | 46.10 0.77 - 0.00 7 0.00 0.00 0.00 0.00 0.00
property,
plant and
equipment)
Kabeer
Textiles
Private
Limited
Secary - 0.00 - 0.00 = 0.00 0.00 0.00 0.60 0.01
deposit paid
Rent paid : 0.00 7 0.00 7 0.00 0.00 0.00 0.96 0.01
Nitin Savara
Sitting fee
ald ° “ 0.00 -| 0.00 - 0.00 0.00 0.00 1.20 0.01
independent
directors
Madhumita
Ganguli
Sitting fee
ald e “ 0.00 -| 0.00 s 0.00 0.00 0.00 1.20 0.01
independent
directors
Anil Kumar
Chanana
Sitting fee
pale ad . 0.00 0.00 0.00 0.00 0.00 1.00 0.01
independent
directors
Nirmal
Kumar
Minda
26
| 25 |
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 |
Particulars Fiscal Nine months ended
2019 % of 2020 % of 2021 % of December % of December % of
revenue revenu revenue | 31,2020 | revenue | 31,2021 | revenue
from e from from from from
operati operati operation operations operatio
ons ons s ns
Sitting fee
paid ig - 0.00 -| 0.00 - 0.00 0.00 0.00 0.40 0.00
independent
directors
Jai Kumar
Garg
Sitting fee
ald ‘0 “ 0.00 * 0.00 0.00 0.00 0.00 0.30 0.00
independent
directors
Related party balances as at the period/ year end:
(@ in million)
Fiscal Nine months ended
% of % of % of December % of December % of
Parteuiars revenue revenue revenue | 31,2020 | revenue | 31,2021 | revenue
2019 from 2020 from 2021 from from from
operati operati operatio operati operati
ons ons ns ons ons
Other
current
financial
liabilities
Hari Krishan 4 3 gs é
1.65 0.03 | 8.00 O11] 7.99 0.11 6.42 0.15 5.55 0.07
Agarwal
Nikhil ‘i y 2
0.68 0.01) 2.10 0.03) 2.04 0.03 1.73 0.04 2.04 0.02
Aggarwal
Vinod “ 0.00| 0.69 0.01} 0.66 0.01 0.66 0.02 2 “
Aggarwal
Prema - 0.00 | 0.17 0.00] 0.15 0.00 0.15 - 0.54 0.01
Aggarwal
Nitin Savara - : - - = = - = 0.45, 0.01
Madhumita 36
Ganguli - - - - - - - - 0:86 -
Anil Kumar
Chanana . : : . - . . - 927 .
Jai Kumar :
Garg - - - - - - - - 0.27 -
Other
current
financial
assets
Kabeer
Textiles F 0.00 -| 0.00 -| 0.00 - - 0.60} 0.01
Private
Limited
Transactions within the group (transactions eliminated in Restated Consolidated Financial Information):
(2 in million)
Fiscal Nine months ended
% of % of % of % of % of
7 revenu revenu revenu revenue revenue
Particulars) 919 | efrom | 2020 | efrom | 2021 | efrom | December | from | December | trom
a > > 31, 2020 . 31, 2021 -
operati operati operati operati operati
ons ons ons ons ons
Ankit
International
Sale of Goods 576.91 9.70 | 730.56 9.98 : 0.00 . : 0.00 -
Sale of 3.67 0.06 0.07 0.00 - 0.00 : - 0.00 -
27
| 26 |
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 |
Fiscal Nine months ended
% of % of % of % of % of
. revenu revenu revenu revenue revenue
Particulars | 5919 | efrom | 2020 | efrom | 2021 | efrom | December | from | December | fo,
; : ‘| 31,2020 _ | 31,2021
operati operati operati operati operati
ons ons ons ons ons
property, plant
and equipment
Purchases 81.14 | _1.36 [573.85 | 7.84 - [0.00 . - 0.00 .
Goods P| 9.02 | 0.00 -| 0.00 -| 0.00 ¢ 2 0.00
Transits
Re-
imbursement
of expenses | e412] 1.41 | 11249] 1.54 -| 0.00 - - 0.00 -
incurred on
behalf of other
part
Withdrawal of
ae -| 0.00 | 965.96) 13.20 -| 0.00 - < 0.00 .
partnership
firm
Scuarantees 480.87 | 8.08 -| 0.00 -| 0.00 » 0.00 7
given
Campus AT
Private
Limited
Sale of Goods - | 0.00 | 94.19 [1.29 | 841.75 | 11.83 499.88 | 11.46 1,164.12 [__13.83
Sale of
property, plant -| 0.00 -| 0.00 157] 0.02 0.07 ¥ 0.07 “
and equipment
Purchases = [0.00 [300.04 [4.10 | 2,409.47 [33.87 1,495.31 | __ 34.28 3,214.55 |__ 38.18
Purchase of
property, plant -| 0.00 -| 0.00 1.20] 0.02 0.13 0.28 :
and equipment
Re-
imbursement
ob expenses -| 0.00} 50.22} 069) 8761] 1.23 52.45 1.20 125.62 149
incurred on
behalf of other
party
Sosrantecs -| 0.00 | 185.31] 253] 4345] 0.61 47.40 1.09 a .
given
Share based 7 aid
payment
M G Udyog
Private
Limited
Sale of Goods -| 0.00 [0.02 [0.00 - [0.00 = = 2 =
Sale of
property, plant] 3.99 | 0.07 -| 0.00 -| 0.00 - - - -
and equipment
Goods |} 0.11 | 0.00 -| 0.00 -} 0.00 ‘ 2 2
Transits
Job work 140.43 [2.36 [ 162.90 | 2.23 [121.01 [1.70 83.33 191 60.66 0.72
Amounts due (to)/ from related parties (transactions eliminated in Restated Consolidated Financial
Information):
(@ in million)
Fiscal Nine months ended
% of % of % of % of % of
Particulars revenue revenue revenue | December | revenue | December | revenue
ou front AUD oe fegr 31, 2020 ont 31, 2021 om
operations operations operations operations operations
Trade
receivables
28
| 27 |
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 |
Fiscal Nine months ended
% of % of % of % of % of
Particulars revenue revenue revenue | December | revenue | December | revenue
2018) “from | 7929 | from | 7074 | from | 31,2020 | from | 31,2021 | from
operations operations operations operations operations
CaS iat - 0.00 | 204.91 2.80 - 0.00 29.39 0.67 : 7
Private Limited
Other current
assets
MG Udyog | 14.68 0.25 | 27.68 0.38 | 15.72 0.22 17.99 0.41 . “
Private Limited
‘Trade payables
SS nat - 0.00 - 0.00 | 165.75 2.33 : 2 898.40 10.67
Private Limited
Other current
liabilities
Ant 288.42 4.85 - 0.00 : 0.00 3 . 2 :
International
For further details, see “Financial Statements” on page 249.
Financing arrangements
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company, during
a period of six months immediately preceding the date of the Draft Red Herring Prospectus, Red Herring
Prospectus and the date of this Prospectus.
Weighted average price at which specified securities were acquired by the Promoters and Selling
Shareholders in the one year preceding the date of this Prospectus
The Promoters and Selling Shareholders have not acquired specified securities in the one year preceding the date
of this Prospectus.
Weighted average cost of acquisition of all shares transacted in last three years and one year preceding the
date of this Prospectus (as adjusted for split in the face value of the equity shares of our Company from &
10 to 5 each)
Period Weighted average cost of Range of acquisition price: lowest
acquisition (in %)* price — highest price (in 2)"
Last one year preceding the date of this 10.98 Nil— 197.16
Prospectus
Last three years preceding the date of this 1.83 Nil - 197.16
Prospectus
‘Notes: This includes equity shares issued / transferred without consideration or for nil consideration
“As certified by APRA & Associates LLP by way of their certificate dated April 18, 2022
Details of price at which specified securities were acquired in the last three years preceding the date of this
Prospectus
The details of the price at which specified securities were acquired in the last three years preceding the date of
this Prospectus, by our Promoters, Promoter Group, Promoter Selling Shareholders and Shareholders with
nominee director or other rights is disclosed below:
S.No. Name of the Date of Number of [Face value of] _ Acquisition
acquirer/shareholder acquisition of equity shares | equity share | price per equity
equity shares acquired jon the date of| _share* (in 2)
acquisition(®)
Promoters
1. Hari Krishan Agarwal September 27, 98,624,000 10 NA
2019
2. Nikhil Aggarwal September 27, 20,620,121 10 NA
2019
29
| 28 |
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 |
S.No. Name of the Date of Number of [Face value of] _ Acquisition
acquirer/shareholder acquisition of equity shares | equity share | price per equity
equity shares acquired jon the date of| _share* (in 2)
lacquisition(®)
Promoter Group
3. HKV Trust December 7, 2021 12,175,000 5 NA
4. Prema Aggarwal November 12, 2021 95,500 10 NA
5. Charu Goel November 9, 2021 350,004 10 NA
6. HKV Family Trust December 7, 2021 100 5 NA
Shareholders with nominee director or other rights
We TPG Growth Ill SF Pte. Ltd. | September 27, 24,591,278 10 NA
2019
September 11, 1,546,610 10 151.95
2020
8. QRG Enterprises Limited September 27, 5,875,833 10 NA
2019
9. Rajiv Goel September 27, 92,460 10 NA
2019
10. Rajesh Kumar Gupta September 27, 183,379 10 NA
2019
*As certified by APRA & Associates LLP by way of their certificate dated April 18, 2022
Average cost of acquisition by our Promoters and Selling Shareholders
The average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders as at the date of
this Prospectus is set forth below:
Ss. Name Number of Equity Shares ‘Average cost of acquisition
No. per Equity Share (in 2)*
Promoters
1.__| Hari Krishan Agarwal 183,675,892 NA
2. [Nikhil Aggarwal 41,267,004 0.00
Selling Shareholders (other than the Promoter Selling Shareholders)
3. | TPG Growth Ill SF Pte. Ltd. 52,307,692 55.90
4. [ QRG Enterprises Limited 11,759,292 54.64
5.__ | Rajiv Goel 185,040 54.64
6 Rajesh Kumar Gupta 366,996 54,64
* As certified by APRA & Associates LLP, Chartered Accountants by way of their certificate dated April 18, 2022
For further details of the average cost of acquisition of our Promoters, 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” on page 99.
Details of pre-IPO placement
The Offer did not comprise a pre-IPO placement.
Issue of Equity Shares for consideration other than cash in the last one year
Our Company has not issued any Equity Shares for consideration other than cash, in the one year preceding the
date of this Prospectus.
Split or consolidation of Equity Shares in the last one year
Except as set out below, our Company has not undertaken a split or consolidation of the Equity Shares in the one
year preceding the date of this Prospectus:
¢ Pursuant to shareholders’ resolution dated November 9, 2021 each equity share of our Company of face value
of 2 10 each was split into two Equity Shares of face value of = 5 each. Pursuant to the corporate action
initiated by our Company in this regard, the split of Equity Shares was effective from November 23, 2021.
Exemptions from complying with any provisions of securities laws, if any, granted by SEBI
30
| 29 |
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 | Our Company had, vide an application dated December 24, 2021 under Regulation 300 of the SEBI ICDR
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.
Top Risk Factors
The top risks relevant to our Company are set out below. For further details, see “Risk Factors” on page 32.
1. The Offer Price, market capitalization to revenue multiple and price to earnings ratio based on the Offer
Price of our Company, may not be indicative of the market price of our Company on listing or thereafter.
2. There have been volatile fluctuations in our revenues and financial parameters such as profit after tax margin,
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin and Gross margin in the
past. There is no guarantee that these will improve in the future and our Company will be able to generate
higher returns.
3. We may not be able to maintain our financial parameters such as Return on Capital Employed (ROCE) in
the future.
4. Weare reliant on our trade distribution and our direct-to-consumer channels for a majority of our sales, any
disruptions to the operations of these channels or our limitations on our ability to expand and grow this
channel may adversely affect our sales, cash flows and profitability.
5. The sports and athleisure footwear industry is highly competitive, and if we fail to compete effectively, our
business, results of operations and financial condition may be adversely affected.
6. The COVID-19 pandemic has had, and we expect will continue to have, an adverse effect on our business,
results of operations, financial condition and cash flows, the nature and extent of which are highly uncertain
and unpredictable.
7. Environmental regulations monitored by various governmental authorities such as the relevant state pollution
control boards and state level environmental impact assessment authorities impose costs and limitations on
our operations.
31
| 30 |
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 | SECTION III - RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. Investors should carefully consider each of the
following risk factors and all the information disclosed in this Prospectus, including the risks and uncertainties
described below, before making an investment in the Equity Shares. The risks described below are those that we
consider to be most significant to our business, results of operations and financial conditions as of the date of this
Prospectus. However, they are not the only risks relevant to us or the Equity Shares or the industry in which we
currently operate. Additional risks and uncertainties, not presently known to us or that we currently deem
immaterial may also impair our business, prospects, results of operations, cash flows and financial condition. In
order to obtain a complete understanding about us, investors should read this section in conjunction with
“Industry Overview”, “Our Business”, “Financial Statements” and “Management's Discussion and Analysis of
Financial Condition and Results of Operations” on pages 125, 169, 249 and 323, respectively, as well as the
other financial information included in this Prospectus.
If any of the risks described below, or other risks that are not currently known or are currently deemed immaterial
actually occur, our business, prospects, results of operations, cash flows and financial condition could be
adversely affected, the trading price of the Equity Shares could decline, and investors may lose all or part of the
value of their investment. Any prospective investor in the Equity Shares should pay attention to the fact that we
are subject to a regulatory environment in India, which may differ significantly from that in other jurisdictions.
The financial and other related implications of the risk factors, wherever quantifiable, have been disclosed in the
risk factors mentioned below. However, there are certain risk factors where the financial impact is not
quantifiable and, therefore, cannot be disclosed in such risk factors. To the extent, the COVID-19 pandemic
adversely affects our business and financial results, it may also have the effect of heightening many of the other
risks described in this section. In making an investment decision, prospective investors must read the risk factors
described below carefully and rely on their own examination of us, on a consolidated basis, and the terms of the
Offer, including the merits and risks involved. Investors should consult their respective tax, financial and legal
advisors about the particular consequences of an investment in this Offer.
This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including the considerations described below and elsewhere in this Prospectus. For further information, see
“Forward-Looking Statements” on page 20.
Our fiscal year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that
particular calendar year. Unless otherwise indicated or the context otherwise requires, the financial information
for Fiscals 2019, 2020 and 2021 and nine months ended December 31, 2020 and December 31, 2021 included
herein is derived from the Restated Financial Information, included in this Prospectus. For further information,
see “Financial Statements” beginning on page 249.
In this section, unless otherwise indicated or the context requires, a reference to “we”, “us” or “our” and similar
terms are to Campus Activewear Limited, on a consolidated basis.
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Report on Footwear Retail in India” dated April 7, 2022, which is exclusively prepared for the purposes of the
Offer and issued by Technopak and is commissioned and paid for by our Company (the “Technopak Report”).
Technopak was appointed on August 16, 2021. Unless otherwise indicated, all financial, operational, industry
and other related information derived from the Technopak Report and included herein with respect to any
particular year refers to such information for the relevant calendar year. Also see, “Certain Conventions, Use of
Financial Information, Industry and Market Data and Currency of Presentation — Industry and market data” on
page 18 and “~ We have commissioned and paid for an industry report which is exclusively prepared for the
purposes of the Offer and issued by Technopak which has been used for industry related data in this Prospectus.
Accordingly, prospective investors are advised not to base their investment decision solely on such information.”
on page 65.
INTERNAL RISKS - RISKS RELATED TO OUR BUSINESS
Risks Related to our Industry and Business
1. The Offer Price, market capitalization to revenue multiple and price to earnings ratio based on the
Offer Price of our Company, may not be indicative of the market price of our Company on listing or
32
| 31 |
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 | thereafter.
Our revenue from operations and profit after tax for the nine months ended December 31, 2021 was =
8,418.44 million and = 848.04 million, respectively. Our market capitalization to the multiple of our
revenue from operations for Fiscal 2021 is 12.49 times and our price to earnings ratio (based on our
restated profit after tax for the Fiscal 2021) is 331.82 times. Our market capitalization to revenue from
operations (December 31, 2021) multiple is 10.56 times and our price to earnings ratio (based on our
restated profit after tax for the nine months ended December 31, 2021 on a non-annualized basis) is
103.55 times. Set forth below are the details of our price to earnings ratio and market capitalization to
revenue from operations in a tabular format:
Particulars Price to earnings ratio Market capitalization to
revenue
For the nine months period 103.55 10.56
ended December 31, 2021
For the year ended March 31, 331.82 12.49
2021
The Offer Price of the Equity Shares has been determined on the basis of assessment of market demand
for the Equity Shares offered through a book-building process, and certain quantitative and qualitative
factors as set out in “Basis for the Offer Price” on page 117, and the Offer Price, multiples and ratios
may not be indicative of the market price of our Company on listing or the trading price of our equity
shares thereafter.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market
on the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not
guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market
for the Equity Shares.
The determination of the Offer Price for the Offer by our Company and TPG Growth III SF Pte. Ltd., in
consultation with the Book Running Lead Managers, is not based on a benchmark with our industry
peers. This price has been determined on the basis of applicable law and various other factors, as
described in the section “Basis for the Offer Price” on page 117, and may not be indicative of the market
price for the Equity Shares after the Offer. The relevant financial parameters based on which the Price
Band would be determined, shall be disclosed in the advertisement that would be issued for publication
of the Price Band.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among
other factors, variations in our operating results, market conditions specific to the industry we operate in,
developments relating to India, announcements by us or our competitors of significant acquisitions,
strategic alliances, our competitors launching new products or superior products, COVID-19 related or
similar situations, announcements by third parties or governmental entities of significant claims or
proceedings against us, volatility in the securities markets in India and other jurisdictions, variations in
the growth rate of financial indicators, variations in revenue or earnings estimates by research
publications, and changes in economic, legal and other regulatory factors. As a result, the market price
of the Equity Shares may decline below the Offer Price. We cannot assure you that you will be able to
sell your Equity Shares at or above the Offer Price.
There have been volatile fluctuations in our revenues and financial parameters such as profit after
tax margin, Earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin and
Gross margin in the past. There is no guarantee that these will improve in the future and our Company
will be able to generate higher returns.
There have been volatile fluctuations in our revenues, margins such as profit after tax margin, EBITDA
margin and Gross margin, and related ratios such as return on equity ratio in the past.
For instance, our profit after tax margin decreased significantly from 8.52% in Fiscal 2020 to 3.78% in
Fiscal 2021, whereas our profit after tax margin increased from 6.49% in Fiscal 2019 to 8.52% in Fiscal
2020. Our profit after tax reduced significantly from % 623.69 million in Fiscal 2020 to 2 268.63 million
in Fiscal 2021, a decline of 56.93%. Similarly, our EBITDA decreased from 2 1,383.26 million in Fiscal
33
| 32 |
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 | 2020 to 2 1,198.11 million in Fiscal 2021 with a decrease in EBITDA margin from 18.90% in Fiscal
2020 to 16.84% in Fiscal 2021, and our Gross Margin (in %) reduced from 48.07% in Fiscal 2020 to
47.36% in Fiscal 2021. In addition, our return on equity ratio reduced significantly from 25.64% in Fiscal
2020 to 8.99% in Fiscal 2021.
Furthermore, our revenue from operations decreased to 7,112.84 million in Fiscal 2021 from % 7,320.43
million in Fiscal 2020, whereas our revenue from operations increased from % 5,948.73 million in Fiscal
2019 to % 7,320.43 million in Fiscal 2020. The decrease in our revenue from operations in Fiscal 2021
was primarily attributable to the temporary suspension of operations from April, 2020 to July, 2020 due
to COVID-19 pandemic and locally imposed government lock-downs thereby contributing to a
significant decrease in the volume of products sold. For further details, see “Management's Discussion
and Analysis of Financial Position and Results of Operations” on page 323.
Set forth below are the details of our revenues from operations, financial margins and return on equity:
Year/ Period ended
Particulars March 31, | March31, | March3i, | December | December
2019 2020 2021 31,2020 | 31,2021
Revenue from operations (in
million) 5,948.73 | 7,320.43 | 7,112.84 | 4,361.75 | 8,418.44
Gross Margin (in million) 2,736.75 | 3,519.15 | 3,368.79 | 2,025.44 | 4,262.51
Gross Margin % 46.01 48.07 47.36 46.44 50.63
EBITDA (8 in million) 1018.62 | 1,383.26 | 1198.11 542.85 | __1,652.15
EBITDA Margin (%) 17.12 18.90 16.84 12.45 19.63
Profit after Tax (@ in million) 386.00 623.69 | _268.63* 168.46 848.04
Net Margin (also known as Profit
tise aes) (ee 6.49 8.52 3.78 3.86 10.07
Return on Equity (%) 21.32 25.64 8.99 5.74 23.72
* The increase in deferred tax charge was primarily attributable to the amendment of Finance Act, 2021, pursuant
to which goodwill was considered as a non-tax deductible asset. This resulted in derecognition of deferred tax assets
on goodwill and a consequent increase in tax expense to the extent of € 247.17 million for Fiscal 2021.
We may continue to experience volatile fluctuations in our operations going forward which may lead to
inconsistent financial parameters, and our historical margins and ratios should not be relied on as
indicators of our performance for any future periods. Furthermore, such fluctuations in our business may
severely impact our revenues and profitability in the future, and the value of our Equity Shares could be
adversely affected.
We may not be able to maintain our financial parameters such as Return on Capital Employed
(ROCE) in the future.
We may not be able to maintain our financial parameters, such as ROCE, in the future. For example, in
the past, our ROCE decreased to 30.07% in Fiscal 2020 and 20.72% in Fiscal 2021 from 38.38% in Fiscal
2019, (Source: Technopak Report), primarily on account of a slow down of sales on account of
disruptions due to the COVID-19 pandemic and increased capital expenditure incurred by us towards,
among other things, setting up of facilities and purchase of machinery, furniture and fixtures. For further
details in relation to the capital expenditure incurred by us, see “Management's Discussion and Analysis
of Financial Position and Results of Operations — Capital Expenditure” on page 352. ROCE is a
parameter used for the determination of the financial well-being of a company, and any further decrease
could limit our ability to grow our business, make us more vulnerable to adverse economic and industry
conditions, and place us at a disadvantage compared to our competitors. In Fiscals 2019, 2020 and 2021,
the ROCE of (i) Bata, one of our competitors was 26.09%, 20.64% and (0.50)%, respectively; and (ii)
Relaxo, another competitor was 23.93%, 21.61% and 23.64%, respectively (Source: Technopak Report).
Set forth below are the details in a tabular format
. Fiscal
Particulars
2019 2020 2021
Bata 26.09% 20.64% -0.50%
34
| 33 |
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 |
. Fiscal
Particulars
2019 2020 2021
Relaxo 23.93% 21.61% 23.64%
Campus 38.38% 30.07% 20.72%
(Source: Technopak Report)
We cannot assure you that we will not witness a further decrease in the ROCE or any other financial
parameter due to any reason, including further incurring of capital expenditure by the Company in the
future or the COVID-19 pandemic persisting in future, and if that happens, it may adversely impact our
financial parameters, such as ROCE and may adversely affect the market price of our Equity Shares,
restrict our ability to pay dividends and impair our ability to raise capital and expand our business.
4 We are reliant on our trade distribution and our direct-to-consumer channels for a majority of our
sales, any disruptions to the operations of these channels or our limitations on our ability to expand
and grow this channel may adversely affect our sales, cash flows and profitability.
A large part of our growth has resulted from an increase in our trade distribution channel through increase
in the number of our distributors, increase in the number of our retail sales outlets, including COCOs,
and the increased sales volume and profitability provided by these sales outlets. As part of our distribution
strategy, we strive to provide our customers with an ‘omnichannel experience’, which involves multiple
retail channels covering physical locations and online channels to provide consumers a seamless
experience through all touchpoints. The integration of our physical and online channels is integral to our
ability to remain connected with consumers through all touchpoints in the consumers’ journey. If we
encounter difficulties in integrating or expanding our distribution network in line with our ‘omnichannel
experience’ distribution strategy, our growth prospects would be limited, which would in turn have a
material adverse effect on our business, financial condition, results of operations and prospects.
The following table sets forth the revenue contribution from trade distribution and direct-to-consumer
channels to revenue from operations and the percentage of volume of products sold for the periods
indicated:
a ‘ Nine months ended Nine months ended
eee Soa ey December 31, 2020 | December 31, 2021
Revenue | Volume | Revenue | Volume | Revenue | Volume | Revenue | Volume | Revenue | Volume
contribu | sold contribu | sold contribu | sold contribu | sold contribu | sold
Channel | tion to | (%) tion to | (%) tion to | (%) tion to | (%) tion to | (%)
revenue revenue revenue revenue revenue
from from from from from
operatio operatio operatio operatio operatio
ns (%) ns (%) ns (%) ns (%) ns (%)
Trade
Distributi 93.27% 96.64% 87.59% 91.67% 75.25% 81.36% 74.97% 81.00% 63.23% 67.71%
on
Direct-to-
consumer | 2.84% 1.54% 7.82% 5.41% 21.11% 16.16% 21.52% 16.76% 32.26% 28.81%
(online)
Direct-to-
consumer | 3.05% 1.82% 4.46% 2.92% 3.47% 2.48% 3.33% 2.24% 4.18% 3.48%
(offline)
Total* 99.16% 100.00% | 99.87% 100.00% | 99.83% 100.00% | 99.82% 100.00% | 99.67% 100.00%
* Total represents all revenues from the categories mentioned in the table and excluding revenue from scrap sales for all periods
and excluding GST budgetary support in Fiscal 2019 and license fee for the nine months ended December 31, 2021.
For further details in relation to the trade discounts and volume rebates paid to our trade distribution
network, see “Management's Discussion and Analysis of Financial Condition and Results of Operations
Significant Factors Affecting our Results of Operations — Our ability to grow and capitalize our existing
trade distribution coverage and further expand our direct-to-consumer channel” on page 328.
Trade Distribution
We have over 425 distributors as on December 31, 2021. We are dependent on our trade distribution
channel for the majority of our revenues from operations. Any disruption to our trade distribution channel
35
| 34 |
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 | will have a direct negative impact on our revenues through this channel. Our revenue contribution from
this channel was adversely impacted from April 2020 to July 2020 due to COVID-19 pandemic and
locally imposed government lock-downs thereby contributing to a significant decrease in the volume of
products sold. For further details, see “Management's Discussion and Analysis of Financial Position and
Results of Operations” on page 323. While the contribution of the trade distribution channel has been
reducing over time, we are still primarily dependent on this channel for our revenues from operations.
Direct-to-consumer
We have 57 COCOs and 28 Franchisees as on the end of the period of December 31, 2021. The number
of our COCOs increased from 32 stores as on the end of Fiscal 2019, to 37 as on the end of Fiscal 2020,
and to 45 stores as on the end of Fiscal 2021, and increased further to 57 stores as on the end of the period
of December 31, 2021. The average revenue per EBO for Fiscals 2019, 2020 and 2021 and nine months
ended December 31, 2020 and December 31, 2021 was 2 4.84 million, % 5.25 million, = 3.83 million, =
2.54 million and 2 3.50 million, respectively, and the total revenue from EBOs was 1.95%, 2.47%,
2.21%, 2.22% and 2.70% of our revenue from operations for the same period, respectively. We also have
a presence through over 800 counters situated in Large Format Stores (“LFS”), as of December 31, 2021
(“Counters”).
In the future, we will depend upon the addition of new retail stores and the expansion of our distribution
network, to increase our sales volume and profitability. Opening these stores will significantly increase
our expenses and we may encounter problems in opening these new stores that would affect our
profitability. Our ability to effectively obtain real estate to open new retail stores depends on the
availability of real estate that meets our criteria for traffic, square footage, co-tenancies, lease economics,
demographics, and other factors. See “~ We are subject to risks associated with leasing real estate for
our retail stores, any termination of leases or increase in lease rentals may adversely affect our
profitability” on page 55. For further details in relation to risks in relation to our online sales channel,
see “~ Our online sales are dependent on sales channels controlled by third party online market places
and our inability to utilize these channels or significant changes to our business arrangements with these
market places may impact our revenue from operations, cash flows and profitability” on page 47. Our
growth will largely depend on our ability to successfully expand our trade distribution and direct to
customer sales channels.
We closed five COCOs in Fiscal 2021, and two COCOs in the nine months ended December 31, 2021.
In addition, the following table sets forth the number of LFS closed and distributors with whom the
arrangements were terminated in the last three Fiscals and nine months ended December 31, 2021:
Channel Fiscal 2019 Fiscal 2020 Fiscal 2021 Nine months
ended December
31, 2021
LFS 4 7 1 1
Trade distributors 10 46 39 53
In addition, we may not be able to open or profitably operate new stores in existing, adjacent, or new
locations due to market saturation and/or other macro conditions (including the impact of COVID-19).
We cannot assure you that we will be able to timely open and operate our new sales outlets or that any
such expansion will be profitable.
The sports and athleisure footwear industry is highly competitive, and if we fail to compete effectively,
our business, results of operations and financial condition may be adversely affected.
The sports and athleisure footwear industry is highly competitive in India. We compete primarily against
international sportswear brands, local branded manufacturers and manufacturers from the unorganized
sector. According to the Technopak Report, with the online marketplace, entry barriers have come down
for several brands and new players in the footwear market in India. In order to compete effectively, we
must: (i) maintain the image of our brands and our reputation for innovation and high quality; (ii) be
flexible and innovative in responding to rapidly changing market demands on the basis of brand image,
style, performance and quality; and (iii) offer consumers a wide variety of high quality products at
competitive prices.
36
| 35 |
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 | The purchasing decisions of consumers are highly subjective and can be influenced by many factors,
such as pricing, brand image, customer service, digital commerce platforms, digital services and
experiences, social media presence, marketing programs and product offerings and features. Some of our
competitors enjoy competitive advantages, including greater brand recognition and greater financial
resources for competitive activities, such as sales, marketing and strategic acquisitions. Our competitors
may also produce products at price points that are lower than ours, or enter into business combinations
or alliances that strengthen their competitive positions or prevent us from taking advantage of such
combinations or alliances. Our competitors may also be able to respond more quickly and effectively
than we can to new or changing opportunities, standards or consumer preferences.
We cannot assure you that we can continue to compete effectively with our competitors. Our failure to
compete effectively, including any delay in responding to changes in the industry and market, together
with increased spending on advertising, may affect the competitiveness of our products, which may result
ina decline in our revenues and profitability.
The COVID-19 pandemic has had, and we expect will continue to have, an adverse effect on our
business, results of operations, financial condition and cash flows, the nature and extent of which are
highly uncertain and unpredictable.
The continuing global spread of COVID-19, including corresponding preventative and precautionary
measures that we and other businesses, communities and governments are taking to mitigate the spread
of the disease, has led to unprecedented restrictions on, disruptions in, and other related impacts on
business and personal activities. Further, in addition to travel restrictions put in place in early 2020,
countries, states and governments may continue to close borders, impose prolonged quarantines, lock-
downs or other restrictions and requirements on travel, and further limit our ability to manufacture our
products and conduct business in-person as we did prior to COVID-19. The COVID-19 pandemic and
the travel restrictions, quarantines, and other related public health measures and actions taken by
governments and the private sector have adversely affected global economies, financial markets, and the
overall environment for our business, and the extent to which it may continue to impact our results of
operations and overall financial performance remains uncertain. The global macroeconomic effects of
the pandemic may persist indefinitely, even after the pandemic has subsided.
Together with the preventative and precautionary measures being taken, as well as the corresponding
need to adapt to new and different methods of communication and conducting business, COVID-19 is
having, and will likely continue to have, an adverse impact on significant aspects of our Company and
business, including our manufacturing ability and sales due to the occurrence of some or all of the
following events or circumstances, among others:
e our and our third-party suppliers’, contract manufacturers’, logistics providers’, and other business
partners’ inability to operate worksites at full capacity or at all, including manufacturing facilities
and shipping and fulfillment centers as well as our retail stores, whether due to employee illness,
reluctance to appear at work, or “stay-at-home” regulations;
© — our inability to meet consumer demand and delays in the delivery of our products to our customers,
resulting in reputational harm and damaged customer relationships;
© raw material or inventory shortages caused by a combination of increased demand that has been
difficult to predict with accuracy, and longer lead-times and materials shortages in the
manufacturing of our products, due to work restrictions related to COVID-19, shut-down or
disruption of suppliers, which could impact our ability to purchase materials at favorable prices and
in sufficient amounts; and
¢ — increases in shipping, logistics, freight, labor, and/or storage costs.
For instance, sales through all our distribution channels were adversely affected from April 2020 to May
2020 as a result of the COVID-19 pandemic. Sales through our trade distribution channel were adversely
affect from April 2020 to July 2020. In relation to our trade distribution channel, in April 2020, we had
a complete shutdown of our sales operations through our trade distribution channel and in the month of
May 2020 we had to stagger our operations from state to state, with limitations on the time and days of
operations within a week for sales. Sales through our EBOs distribution channel were also adversely
affected from April 2020 to June 2020 and sales through our online channel were adversely affected from
April 2020 to May 2020. As a result, our overall sales were impacted for approximately four months due
to the COVID-19 pandemic and locally imposed government lock-downs, and our revenue from
37
| 36 |
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 | operations decreased by 2.84% to 2 7,112.84 million for Fiscal 2021 from 2 7,320.43 million for Fiscal
2020. For further details in relation to the impact on COVID-19 on our COCOs, see “- We are subject to
risks associated with leasing real estate for our retail stores, any termination of leases or increase in
lease rentals may adversely affect our profitability” on page 55.
During Fiscal 2020, we temporarily ceased production at our manufacturing facilities during the month
of March 2020 due to the COVID-19 pandemic and locally imposed government lock-downs. Further,
in Fiscal 2021, our combined manufacturing capacity utilization reduced by 16.00% from 68.90% in
Fiscal 2020 to 52.90% in Fiscal 2021 due to the impact of COVID-19 pandemic. For further details in
relation to the manufacturing facilities, see “Our Business — Our Business and Operations —
Manufacturing facilities” on page 188, and for further details in relation to our capacity utilization, see
“Our Business — Our Business and Operations — Capacity and capacity utilization” on page 190. Further,
there were restrictions on labor deployment until June 2020, and on sales until mid-August 2020. We
resumed full production in July 2020. We also temporarily ceased production at our manufacturing
facilities for two months due to the second wave of the COVID-19 pandemic in India and locally imposed
government lock-downs during April and May 2021. The temporary suspension or shutdown in
operations at our manufacturing facilities had an adverse impact on our Gross Margin, which decreased
from 48.07% to 47.36% for Fiscals 2020 and 2021, respectively. In addition, we continued to make wage
payments to our contract laborers at such manufacturing facilities on a voluntary basis to support our
contract laborers. For further details of Gross Margin, see “Other Financial Information” on page 318.
For further details in relation to the impact of COVID-19 pandemic on our receivables and liquidity /
solvency position, see “Management's Discussion and Analysis of Financial Position and Results of
Operations ~ Significant Factors Affecting our Results of Operations — Impact of COVID-19 pandemic”
on page 332. In addition, COVID-19 pandemic has, and will likely continue to, adversely impact the
ability of our workforce to get to their places of work and maintain the continuity of our on-site
operations. These impacts could impair our ability to manufacture and move our products through sales
channels to end customers, and any such delay or shortage in the supply of products may result in our
inability to satisfy consumer demand for our products in a timely manner or at all, which could harm our
reputation, future sales and profitability.
In addition, during Fiscal 2022, during second phase of national lockdown in India, we had to temporarily
shut down production at our manufacturing facilities during the months of April 2021 and May 2021.
This second phase of lockdown also had an adverse impact on the first quarter financials of Fiscal 2022,
primarily as we experienced a drop in our sale of goods through our trade distribution channel.
The extent to which COVID-19 impacts our results of operations will depend on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of COVID-19 and the actions taken globally to contain the COVID-19 pandemic
or treat its impact, among others.
Environmental regulations monitored by various governmental authorities such as the relevant state
pollution control boards and state level environmental impact assessment authorities impose costs and
limitations on our operations.
We generate physical waste, use certain chemicals in our manufacturing operations and produce
emissions in our manufacturing process. As such, we are subject to various national and local
environmental laws and regulations in India concerning issues such as air emissions, wastewater
discharges, and solid waste management and disposal. These laws and regulations can restrict or limit
our operations and expose us to liability and penalties for non-compliance. While we believe that our
facilities are now in material compliance with all applicable environmental laws and regulations, the
risks of unanticipated costs and liabilities related to compliance with these laws and regulations are an
inherent part of our business. It is possible that future conditions may develop, arise or be discovered that
create new environmental compliance or remediation liabilities and costs. While we believe that we can
comply with existing environmental legislation and regulatory requirements and that the costs of
compliance have been included within budgeted cost estimates, compliance may prove to be more
limiting and costly than anticipated. For instance, our Company had received a letter dated December 6,
2019, (“Letter”) from the State Level Environment Impact Assessment Authority, Uttarakhand (the
“SEIAA”) informing us that pursuant to our proposal dated November 6, 2018, submitted to the SEIAA
for grant of environmental clearance under the Environment (Protection) Act, 1986, our Company was
found to be in violation of the notification dated February 1, 1989, issued by the Ministry of Environment
38
| 37 |
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 | & Forests, by the State Expert Appraisal Committee, in its meeting held on October 22, 2019. Pursuant
to the Letter, our Company was estimated to have caused environmental and ecological damage of 2 0.71
million. Accordingly, we were required by the SEIAA to implement a remediation plan in a phased
manner over a span of three years to compensate for damage to the environment, and to furnish a bank
guarantee equivalent to the cost of the remediation plan, i.e., = 1.60 million. Accordingly, a bank
guarantee of 2 1.60 million dated August 29, 2020, was furnished to the Uttarakhand Environment
Protection & Pollution Control Board. As on the date of this Prospectus, our Company has incurred =
0.64 million towards the implementation of the remediation plan.
Failure to effectively promote or develop our brand could materially and adversely affect our business
performance and brand perception.
We sell all our products from which we derive all of our revenues, under the Campus brand. Brand image
is an important factor that affects a customer’s purchasing decision. Our success therefore depends on,
among other things, market recognition and acceptance of our brand and the culture, lifestyle, and images
associated with the brand, as well as our ability to maintain and enhance the value and reputation of the
Campus brand, some of which may not be within our control. To effectively promote our brand, we need
to build and maintain the brand image by focusing on a variety of promotional and marketing activities
to promote brand awareness, as well as to increase brand presence in the markets in which we compete.
We also rely on social media influencers for brand building and advertising. For further details in relation
to the role played by social media influencers for brand building, see “Our Business - Our Business and
Operations — Marketing and Merchandising” on page 202. The reputation and conduct of these
influencers directly impacts our brand. Over Fiscals 2019, 2020, 2021 and nine months ended December
31, 2020 and December 31, 2021, we have spent 2 298.43 million, = 268.84 million, = 329.38 million, =
220.55 million and 2 654.78 million on advertising and sales promotion, which accounted for 5.02%,
3.67%, 4.63%, 5.06% and 7.78% of our revenue from operations for the respective years/periods, of
which 2 14.56 million, = 35.70 million, = 103.58 million, = 76.97 million and = 167.72 million was
towards digital advertising, which accounted for 0.24%, 0.49%, 1.46%, 1.76%, 1.99% of our revenue
from operations for the respective years/periods. Any deterioration in public perception of our brands
could affect the demand for our products and consequently adversely impact our business, financial
condition, cash flows and results of operations. Maintaining and enhancing our brand image also may
require us to make additional investments in areas such as advertising and sales promotion and digital
advertising. These investments may be substantial and may not ultimately be successful. There is no
assurance that we will be able to effectively promote or develop our brand, and if we fail to do so, the
goodwill of our brand may be undermined and our business as well as our financial results may be
adversely affected.
In addition, negative publicity or disputes regarding our brand, products, company, or management could
materially and adversely affect public perception of our brand. Any incidents involving our Company,
our suppliers or manufacturers or distributors, or others could erode the trust and confidence of our
customers, and damage the strength of our brand, especially if such incidents result in adverse publicity,
governmental investigations, product recalls or litigation. We may also have to incur additional expenses
towards reimbursing our customers for manufacturing defects of our products. In Fiscals 2019, 2020 and
2021 and nine months ended December 31, 2020 and December 31, 2021, we incurred expenses
amounting to 2 46.31 million, = 64.55 million, = 64.53 million, = 42.58 million and 2 43.48 million,
constituting 0.78%, 0.88%, 0.91%, 0.98% and 0.52%, respectively, of our revenue from operations over
the same period, towards reimbursing our customers for product defects. Our brand and reputation could
be adversely affected by any number of factors or events, including if our public image is tarnished by
negative publicity due to our actions or those of persons associated with us or formerly associated with
us. Our brand and reputation could also be negatively impacted by adverse publicity, whether or not
valid, regarding allegations that we, or persons associated with us or formerly associated with us, have
violated applicable laws or regulations, including but not limited to those related to marketing,
employment, discrimination, harassment, whistle-blowing, privacy, corporate citizenship, improper
business practices, or cybersecurity. Negative publicity regarding our suppliers or manufacturers or
distributors could adversely affect our reputation and sales and could force us to identify and engage
alternative suppliers or manufacturers or distributors. Our brand and reputation could also be adversely
impacted by duplicates or counterfeits passing-off their products under the same brand name as us or
which copy our brand without permission. Any impact on our ability to continue to promote our brand
or any significant damage to our brand’s image could materially and adversely affect our sales and
profits.
39
| 38 |
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 | 10.
11.
If we are unable to anticipate product trends and consumer preferences and develop successful new
products, we may not be able to maintain or increase our revenues and profits.
Our success depends on our ability to identify, originate and define sports and athleisure footwear trends
as well as to anticipate, gauge and react to changing consumer demands for footwear in a timely manner.
We have launched 670, 697, 583, 365 and 630 new designs in Fiscals 2019, 2020, 2021 and nine months
ended December 31, 2020 and December 31, 2021, respectively, which collectively accounted for
60.17%, 53.62%, 65.01%, 65.74%, 49.93% of our revenue from sale of goods for the respective
years/periods. Most of our products are subject to changing consumer preferences and fashion trends that
cannot be predicted with certainty. Our new products may not receive consumer acceptance as consumer
preferences could shift rapidly, and our future success depends in part on our ability to anticipate and
respond to these changes. If we fail to anticipate accurately and respond to trends and shifts in consumer
preferences by adjusting the mix of existing product offerings, developing new designs, styles and
categories, we could experience lower sales, excess inventories and lower profit margins, any of which
could have an adverse effect on our results of operations and financial condition. In addition, market
acceptance of new designs and products that we may introduce is subject to uncertainty and achieving
market acceptance may require substantial marketing efforts and expenditures. We also cannot assure
that our new products will have the same or better margins than our current products. The failure of the
new product lines to gain market acceptance or our inability to maintain our current product margins
with the new products could adversely affect our business, financial performance and/or results of
operations.
Pricing pressure from customers may affect our gross margin, profitability and ability to increase our
prices, which in turn may adversely affect our business, results of operations and financial condition.
There are inherent limitations in pursuing cost-reduction measures while maintaining rigorous quality
standards. Further, design innovations may lead to a reduction of our margins, which may have an
adverse effect on our business, results of operations and financial condition. Accordingly, footwear
companies like us need to be able to reduce their operating costs in order to maintain profitability. For
Fiscals 2019, 2020, 2021 and nine months ended December 31, 2020 and December 31, 2021, (i) our
Gross Margin was 46.01%, 48.07%, 47.36%, 46.44% and 50.63%, respectively; and (ii) our Net Margin
(also known as Profit after Tax Margin) was 6.49%, 8.52%, 3.78%, 3.86% and 10.07%, respectively. If
we are unable to offset customer price reductions in the future through improved operating efficiencies,
new manufacturing processes, sourcing alternatives and other cost reduction initiatives, our business,
results of operations and financial condition may be adversely affected. Such price reductions may affect
our sales and profit margins. Our distributors also negotiate for monetary benefits as the volume of their
sales increase. In addition, sales though online channels require us to provide deep discounts from time
to time. To maintain our profit margins, we seek price reductions from our suppliers, improved
production processes to increase manufacturing efficiency and streamlined product designs to reduce
costs. There can be no assurance that we will be able to avoid future price reductions or offset the impact
of any such price reductions through continued technology improvements, improved operational
efficiencies, cost-effective sourcing alternatives, new manufacturing processes, cost reductions or other
productivity initiatives, which may adversely affect our business, financial condition and results of
operations.
Our business is affected by seasonality, which could result in fluctuations in our operating results.
We experience moderate fluctuations in our average selling price (“ASP”) during the year. Historically,
revenues in the third and fourth quarters have exceeded those in the first and second quarters. The mix
of product sales varies considerably from time to time as a result of, among other things, changes in
season. In the summer and rainy seasons, our customers typically purchase more open footwear as
compared to closed footwear. Open footwear includes sandals and slippers. Closed footwear refers to
footwear such as shoes and boots. For details, see “Our Business — Our Business and Operations — Style”
on page 188. According to the Technopak Report, open footwear primarily have a lower realization as
compared to closed footwear, which have a higher realization. In addition, we typically see an increase
in our business in the third and fourth quarter due to the festive period. As a result, our results of
operations are likely to fluctuate from period to period and comparisons of our revenue and results of
operations during the third and fourth quarters each year with other periods within a single calendar year
or in different calendar years may not necessarily be meaningful and should not be relied on as indicators
of our performance for any future fiscal period. Failure to manage seasonality in our business may cause
40
| 39 |
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 | 12.
our revenue and financial condition to be adversely affected and cause our results of operations to
fluctuate.
Our manufacturing facilities are located in India and the sales of our products are primarily
concentrated in North India, in particular, and any adverse developments affecting India could
adversely affect our business, results of operations, cash flows and financial condition.
Our manufacturing facilities are located in India. For further details in relation to the manufacturing
facilities, see “Our Business — Our Business and Operations — Manufacturing facilities” on page 188.
Consequently, any significant social, political or economic disruption, natural calamities, civil
disruptions in India, or changes in the policies of the state or central Government in India, may require
us to suspend our operations, either temporarily or permanently, incur significant capital expenditure or
change our business strategy, which may an adverse effect on our business, financial condition and results
of operations. Any such adverse development affecting our operations could result in significant loss,
which could affect our business reputation within the industry. The occurrence of, or our inability to
effectively respond to, any such events, could have an adverse effect on our business, results of
operations, financial condition and cash flows.
In addition, as of Fiscal 2021 and the nine months ended December 31, 2021, the sales of our products
were primarily concentrated in North India as a whole, and our success is therefore closely tied to the
general and local retail market and economic conditions of North India as a whole, which are outside our
control. The following table sets forth the revenue contributed by trade distribution and direct-to-
channels from North India for the periods indicated:
Nine months | Nine months
Fiscal 2019 Fiscal 2020 Fiscal 2021 ended December | ended December
31, 2020 31, 2021
Trade Direct Trade os Trade Direct Trade Direct Trade Direct
Distrib Distrib Distrib Distrib Distrib
ution [4 | vagy | comsu | nn | consu | oo | consu | Uo | consu
mer mer mer mer mer
Revenu
e
contrib | 3,339.2 |. 3,885.3 . | 3,248.4 2,086.7 | _. 3,006.1 | 1,453.
. 213.00 591.82 951.15 568.99 .
ution 6 3 & 7 5 25,
(in 2
million)
Percent
age of
revenue
contrib * .
ute to | 56.13% | 3.57% 53.08% 8.09% | 45.67% — 47 B4% ae 35.71% te
revenue
from
operati
ons (%)
For further details in relation to the revenue contributed by trade distribution and direct-to-channels from
select geographies, see “Management's Discussion and Analysis of Financial Position and Results of
Operations — Overview — Geographical presence” on page 326. Negative developments in or the general
weakness of the India economy across North India, such as increasing levels of unemployment, or social
or political instability or change, may have a direct adverse impact on the spending patterns of our
consumers, in terms their usage level which translates to the amount of products they purchase.
Weak economic conditions in India, particularly in North India, may cause the retail industry to suffer
as consumers reduced their consumption of discretionary items, and may do so again in the future.
Uncertainties regarding future economic prospects may also affect consumer-spending habits, as
consumer purchases of discretionary items generally decline during periods of economic uncertainty.
41
| 40 |
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 |
The following, which is not meant to be comprehensive, could have, a material adverse effect on
consumer spending patterns:
domestic, regional or global economic changes;
declines in the size of the middle class or the disposable income of the middle class;
increased inflation in India;
increases in property prices or rents that reduce disposable income;
changes in global commodity prices;
changes in taxation and zoning laws; and
adverse government regulations.
Any decline in consumer spending may impact us as follows: it may become (i) more difficult for us to
increase the sales of our products, (ii) more likely that a certain number of our existing consumers who
currently purchase our products with a higher retail price will switch to our products with a lower retail
price, and (iii) more difficult to maintain or increase revenue. Therefore, a weak economy and negative
economic, social and/or political developments in India, particularly North India, may jeopardize our
growth targets and could limit our future prospects.
13. We have in the past entered into related party transactions and will continue to do so in the future,
which may potentially involve conflicts of interests with equity shareholders. We cannot assure you
that we could not have achieved more favorable terms if such transactions had not been entered into
with related parties.
We have in the past entered into transactions with certain of our related parties and are likely to do so in
the future. Such related party transactions may potentially involve conflicts of interest with equity
shareholders. In Fiscal 2019, 2020, 2021 and for period December 31, 2020 and December 31, 2021, the
aggregate amount of such related party transactions (excluding transactions within the Group) was =
204.44 million, = 197.31 million, = 76.82 million, = 57.62 million and 2 64.90 million, respectively. The
percentage of the aggregate value such related party transactions to our revenue from operations in Fiscal
2019, 2020 and 2021 and for period December 31, 2020 and December 31, 2021, was 3.44%, 2.70%,
1.08%, 1.32% and 0.77%, respectively. For details, see “Other Financial Information - Related Party
Transactions” on page 322.
The following table sets forth the related party transactions taken together for the last three Fiscals and
nine months ended December 31, 2020 and December 31, 2021 that are more than 10% of total
transactions of similar nature:
Fiscal year ended March 31, Nine months ended December 31,
2019 2020 2021 2020 2021
Name | Nature % of % of % of % of % of
of of total total total total total
related | transact | Amo | transac | Amo | transac | Amo | transac | Amo | transac | Amo | transac
party jon unt | tionsof | unt | tionsof | unt | tionsof | unt | tionsof | unt | tions of
similar similar similar similar similar
nature nature nature nature nature
Purchase
of
Property, -| 0.00% | 117.9 | 13.88% -| 0.00% - | 0.00% -| 0.00%
plant and :
Hari equipme
nt
Krisha
a Remuner
Agarw veil w 49.50 | 13.96% | 53.50 | 11.56% | 48.50 | 10.02% | 36.38 | 10.22% | 37.39 8.95%
al KMP
Repaym
ent of
49.96 | 44.41% - 0.00% - 0.00% - 0.00% 0.00%
loans and
advances
42
| 41 |
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 |
Fiscal year ended March 31, Nine months ended December 31,
2019 2020 2021 2020 2021
Name | Nature % of % of % of % of % of
of of total total total total total
related | transact | Amo | transac | Amo | transac | Amo | transac | Amo | transac | Amo | transac
party | ion | unt | tionsof | unt | tionsof | unt | tionsof | unt | tionsof | unt | tions of
similar similar similar similar similar
nature nature nature nature nature
given
‘Ketion | Repaym
Shoes | ent of
Private | loans and | 47.00 | 41.78% - | 0.00% - | 0.00% -| 0.00% - | 0.00%
Limite | advances
d given
Settleme
nt of
capital
advance
Nikhil] (Purchas | 4619 | 13.55% -| 0.00% -| 0.00% - | 0.00% -| 0.00%
Udyog |e of
property,
plant and
equipme
nt)
Sitting
fee paid
Nun |® - | 0.00% -| 0.00% -| 0.00% - | 0.00% | 1.20] 29.27%
Savara | independ
ent
directors
Sitting
Madhu | fee paid
ma | - | 0.00% -| 0.00% -| 0.00% - | 0.00% | 1.20] 29.27%
Gangul | independ
i ent
directors
Sitting
Anil | fee paid
Kumar | to - | 0.00% -| 0.00% -| 0.00% - | 0.00% | 1.00 | 24.39%
Chanan | independ
a ent
directors
The following table sets forth the guarantees given by us to our related parties in the last three Fiscals
and nine months ended December 31, 2020 and December 31, 2021:
Name of Fiscals Nine months ended
Nature of | Nature of
Related een Er ms December 31,
Party TEC RSE: Ear atest yon? | |n2015: 2020 2021 2020 2021
Partnership 480.87 - - - -
Firm in
Ankit which Guarantees
International | company Given
holds 99%
stake
Campus Al | Wholly si - 185.31 43.45, 47.40 -
: Guarantees
Private owned a
Limited Subsidiary nen
43
| 42 |
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 | 14.
Any default in respect of financing facilities availed by Campus AI Private Limited, could result in the
guarantee being invoked, and may have an adverse effect on our financial condition and results of
operation.
Further, while we believe that all such transactions have been conducted on an arm’s length basis, we
cannot assure you that we could not have obtained more favorable terms had such transactions been
entered into with unrelated parties. Although all related party transactions that we may enter into post-
listing, will be subject to audit committee, board or shareholder approval, as necessary under the
Companies Act, 2013, as amended and the Listing Regulations, we cannot assure you that such
transactions in the future, individually or in the aggregate, will always be in the best interests of our
public shareholders and will not have an adverse effect on our financial condition and results of
operations.
It may not be possible for investors to enforce any judgment obtained outside India against us, the
Book Running Lead Managers or any of their directors and executive officers in India respectively,
except by way of a lawsuit in India.
The enforcement of civil liabilities by overseas investors in the Equity Shares, including the ability to
effect service of process and to enforce judgments obtained in courts outside of India may be adversely
affected by the fact that the Company is incorporated under the laws of the Republic of India and all of
its executive officers and directors reside in India. As a result, it may be difficult to enforce the service
of process upon the Company and any of these persons outside of India or to enforce outside of India,
judgments obtained against the Company and these persons in courts outside of India.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign
judgments. Recognition and enforcement of foreign judgments is provided for under Section 13, Section
14 and Section 44A of the Code of Civil Procedure, 1908 (“Civil Code”) on a statutory basis. Section
44A of the Civil Code provides that a certified copy of a decree of any superior court, within the meaning
of that Section, in any country or territory outside India which the Government has by notification
declared to be in a reciprocating territory, it may be enforced in India by proceedings in execution as if
the judgment had been rendered by a district court in India. However, Section 44A of the Civil Code is
applicable only to monetary decrees not being in the same nature of amounts payable in respect of taxes,
other charges of a like nature or in respect of a fine or other penalties and does not apply to arbitration
awards (even if such awards are enforceable as a decree or judgment).
The U.K., United Arab Emirates, Singapore and Hong Kong, among others, have been declared by the
Government to be reciprocating territories for the purposes of Section 44A of the Civil Code. The U.S.
has not been declared by the Government of India to be a reciprocating territory for the purposes of
Section 44A of the Civil Code. A judgment of a court of a country which is not a reciprocating territory
may be enforced in India only by a suit upon the judgment under Section 13 of the Civil Code, and not
by proceedings in execution. Section 13 of the Civil Code provides that foreign judgments shall be
conclusive regarding any matter directly adjudicated upon except: (i) where the judgment has not been
pronounced by a court of competent jurisdiction, (ii) where the judgment has not been given on the merits
of the case, (iii) where it appears on the face of the proceedings that the judgment is founded on an
incorrect view of international law or refusal to recognize the law of India in cases to which such law is
applicable, (iv) where the proceedings in which the judgment was obtained were opposed to natural
justice, (v) where the judgment has been obtained by fraud, and/ or (vi) where the judgment sustains a
claim founded on a breach of any law then in force in India. The suit must be brought in India within
three years from the date of judgment in the same manner as any other suit filed to enforce a civil liability
in India. Further, there are considerable delays in the disposal of suits by Indian courts. It may be unlikely
that a court in India would award damages on the same basis as a foreign court if an action is brought in
India.
Furthermore, it may be unlikely that an Indian court would enforce foreign judgments if it viewed the
amount of damages awarded as excessive or inconsistent with public policy in India. A party seeking to
enforce a foreign judgment in India is required to obtain prior approval from the RBI under FEMA to
repatriate any amount recovered pursuant to execution and any such amount may be subject to income
tax in accordance with applicable laws. Any judgment or award in a foreign currency would be converted
into Indian Rupees on the date of the judgment or award and not on the date of the payment.
44
| 43 |
End of preview. Expand
in Dataset Viewer.
Dataset Card for Dataset Name
Dataset Summary
Prospectus text mining is very important for the investor community to identify major risks. factors and evaluate the use of the amount to be raised during an IPO. For this dataset author downloaded 100 prospectuses from the Indian Market Regulator website. The dataset contains the URL and OCR text for 100 prospectuses. Further, the author released a Roberta LM and sentence transformer for usage. This dataset Contains Page number Also for Retrieval Augmented Generation
Supported Tasks and Leaderboards
Retrieval Augmented Generation
Languages
ENGLISH
Dataset Structure
Data Instances
[More Information Needed]
Data Fields
There are 4 columns: title_prospectus: Title of the IPO prospectus href_prospectus: Location of HTML pdf_prospectus : Pdf of prospectus content_whole_prospectus: OCR text for the whole prospectus
Data Splits
N.A.
Dataset Creation
Curation Rationale
Prospectus text mining
Source Data
Initial Data Collection and Normalization
[More Information Needed]
Who are the source language producers?
[More Information Needed]
Annotations
Annotation process
[More Information Needed]
Who are the annotators?
[More Information Needed]
Personal and Sensitive Information
[More Information Needed]
Considerations for Using the Data
Social Impact of Dataset
This will help investors and the merchant bank community explore prospectuses in a more automated way, thus saving time.
Discussion of Biases
[More Information Needed]
Other Known Limitations
[More Information Needed]
Additional Information
Dataset Curators
[More Information Needed]
Licensing Information
[More Information Needed]
Citation Information
@misc{ROBERTA GOES FOR IPO: PROSPECTUS ANALYSIS WITH LANGUAGE MODELS FOR INDIAN INITIAL PUBLIC OFFERINGS,
author = {Abhishek Mishra and Yogendra Sisodia},
title = {ROBERTA GOES FOR IPO: PROSPECTUS ANALYSIS WITH LANGUAGE MODELS FOR INDIAN INITIAL PUBLIC OFFERINGS},
year = {2022},
url = {https://aircconline.com/csit/papers/vol12/csit121905.pdf},
}
Contributions
Made by Author Scholarly360.
- Downloads last month
- 24