Page Industries Ltd Directors Report.

Your Directors take pleasure in presenting the 26th Annual Report of the Company together with its audited accounts for the year ended 31st March 2021.

FINANCIAL RESULTS

Financial results for the year under review are summarised below:

(Rs in Millions, except earnings per share)

Particulars 2020-21 2019-20
Revenue from operations (net) 28,330 29,455
Profit before Interest, Depreciation & Tax 5,460 5,573
Less: Finance Cost 297 339
Profit before Depreciation and Tax 5,163 5,234
Less: Depreciation 629 614
Profit before Tax 4,534 4,620
Less: Tax 1,128 1,188
Profit for the year 3,406 3,432
Other comprehensive income, net of tax 33 -33
Total Comprehensive income, net of tax 3,439 3,399
Retained earnings- Opening Balance 6,935 6,486
Profit for the year 3,406 3,432
Less:
Impact - Adoption of Ind AS 116 + Deferred tax - 234
Interim Dividends+Tax 2,789 2716
Re-measurement (+/-) on defined benefit plans (33) 33
Transfer to any reserve - -
Retained earnings- Closing Balance 7,585 6,935
Earnings per share (Basic / Diluted) Rs 305.35 307.72

FINANCIAL HIGHLIGHTS & PERFORMANCE

Your Directors wish to inform that during the financial year ended 31st March 2021 the revenue from operations of the Company decreased from Rs 29,455 million to Rs 28,330 million a de-growth of 3.8%. The profit before tax for the year under review stood at Rs 4,534 million as against Rs 4,620 million of last year. The profit for the year stood at Rs 3,406 million as against Rs 3,432 million of the previous year.

Further to the outbreak of COVID19 pandemic and its rapid expansion, government was constrained to resort to extraordinary restrictive measures, such as strict lockdowns which were extended to the entire country since March 2020. In view of these restrictive measures including lock-downs, our manufacturing facilities and offices had been temporarily shut down, adversely impacting the revenue and business operations of the Company. As a responsible corporate citizen with a deep sense of empathy, your Company had taken all measures to ensure that all of its employees were retained, despite adverse business environment. Your company has taken every measure to ensure that all workers and staffs were paid wages and salaries well on-time, significantly mitigating the adverse impact of the pandemic on our workforce.

With the government relaxing restrictive measures, your Companys operations and sales partially resumed from mid of May 2020. Your Companys effective and efficient Business Continuity Plans ensured that its teams adapted and responded well during the pandemic, delivering significant growth in the second half of the financial year. As a result, the Company delivered the highest ever revenues and profits in its history, during the third quarter of this year.

Your Companys cash flow situation continues to be healthy even during this pandemic year, with borrowing being nil. The Company has business continuity plans in place, which ensures adequate inventory of raw materials and finished goods. Your Company has achieved healthy growth in the e-commerce channel and in the athleisure and kids product categories.

DIVIDEND

During the year 2020-21, your Directors have declared interim dividends on 12th November 2020 (Interim dividend of Rs 100 per share) and 10th February 2021 (Interim dividend of Rs 150 per share) on an equity share value of Rs 10 each amounting to Rs 2,789 million. In total, two interim dividends have been declared and paid. The Board has not recommended any final dividend.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys website on https://www.pageind.com/policies-documents

Dividends have been accounted as per IND AS, as detailed in "Statement of Change in Equity" of the financial statement.

JOCKEY

Jockey brand is distributed across 2,800+ cities and towns. The products are sold through Exclusive Brand Outlets (EBO), Large Format Stores (LFS) and Multi Brand Outlets (MBO), as well as online. Across the above channels, the brand is present in 80,000+ stores.

During the year 2020-21, the Company through its authorised franchisees opened 200 EBOs, taking the total number of EBOs to 930 which includes 46 Jockey Woman EBOs catering exclusively to our women customers. These outlets are spread throughout India covering even Tier II and Tier III cities. This is an indicator of the growth potential of the Jockey brand in such cities.

Apart from the domestic EBOs, the Company has six operational EBOs outside India, four in UAE (with another two stores in progress) and two in Sri Lanka. Your company is confident of leveraging opportunities in these new markets.

The online retail business has also showed significant growth both through www.jockey.in as well as with our key e-commerce partners.

SPEEDO

Swimwear industry witnessed a significant impact owing to the COVID-19 lockdowns, during most of the entire financial year 2020-21. Restrictions are still in place for swimming pools in many apartment complexes and pools in clubs, hotels and schools. The Speedo brand has achieved a turnover of Rs 26 million in the financial year 2020-21 as against previous year sales of Rs 354 million. As on 31st March 2021, Speedo brand is available in 1,300+ stores, 34 EBOs and 15 Large Format Stores spread across 230+ cities.

Studies on the swimming market in India by global marketing research firm, AC Nielsen, commissioned by us, shows a promising and fast evolving market for both swimwear and swim equipment. Your Directors are confident that the Speedo business would experience healthy growth in the years to come as Speedo becomes a dominant brand in the premium swimwear market.

INTEGRATING A SUSTAINABLE TRANSFORMATION

We have initiated integration of sustainability across the value chain of our business by

(i) recognizing its scope and relevance;

(ii) articulating our approach and

(iii) planning; and

(iv) putting in place an execution framework. The sustainability journey is guided by a Steering Committee. The sustainability drive has specific focus areas and there is a committee with mission and unit team heads leading the effort in each focus area and at each unit of manufacturing. We have now adopted a sustainability culture in all aspects of our business.

Focus Areas of Action

In accordance with the GRI (Global Reporting Initiative) Standards, we have conducted the materiality assessment to evaluate high priority areas amongst environmental, social, governance and financial parameters. With the recognition of the high scope of sustainability in business, we have broadened the focus areas to include 9 material topics, tagged as missions, for the financial year 2020-21. The 9 material topics or focus areas and respective mission heads are as follows-

Governance

• Economic Performance

• Governance, Compliance and Risk

Social

• Responsible Supply Chain

• Product Stewardship

• Diversity and Equal Opportunity

• Occupational Health and Safety

Environment

• Energy and GHG Emissions

• Materials and

• Water and Effluents

Goals with respect to all focus areas and roadmaps to achieve them have been established for all material topics based on their significance and feasibility.

Initiatives such as (i) Restricted Substances List (RSL) policy, (ii) WASH (Access to safe Water, Sanitation and Hygiene) Pledge by the World Business Council Development, (iii) Extended producer responsibility (EPR) to achieve 100% recycling of packaging as well as production plastic waste, (iv) Conversion to green acid from acetic acid during production and (v) Water and energy conservation steps, which have been taken by us, demonstrate our objective of maintaining high standards of health and safety and environment- friendly practices along the value chain.

Stakeholder Engagement

Stakeholder engagement is critical for an effective and comprehensive implementation of sustainability across different departments. Cross-functional groups with stakeholders from various departments were formed for each of the missions in order to obtain a holistic approach in decision-making. This cross- functional team involves leadership team, department heads and staff at the head office and units. Visits to all units were conducted to understand the scope of operational improvements and to interact with unit staff. To develop constant interaction and discussions on the status and progress of the sustainability missions, regular meetings of mission and unit team members with consultants as well as steering committee meetings are held. Capacity building and training sessions of sustainability teams at both unit and head office levels have been conducted to engage and broaden the employees knowledge about various sustainability parameters.

To make the sustainability project more inclusive, we have taken the initiative to spread awareness about the importance of sustainability at the shop floor.

For more information on our sustainability performance and report, please refer to the Sustainability Report available at: httpsi/www.pageind.com/sustainability-report

EXPANSION AND NEW INVESTMENTS

To meet the growing market demand, we are geared up to augment our production capacity. Our installed capacity across various units is spread over 2.20 million sft. across 15 manufacturing units and 5 finished goods warehouses.

The Company is adding 1 lakh sft in Hassan, Karnataka for raw material storage, raw material quality and elastic preparatory processes. The facility is expected to be commissioned in the second half of FY22

In Odisha, IDCO has allotted 28.8 acres of land in Ramdaspur Village in Cuttack District. The Company will set up a manufacturing facility for Mens innerwear- Modern Classic vertical. The facility shall be a state-of- the-art campus with Central Stores, Elastics, Socks and Cut to pack manufacturing operations. The project has been awarded to renowned contractors to build and meet IGBC certification. Ground levelling activity has been progressing well and the project is expected to be completed by March23.

Project ‘AARAMBH- Smart distribution center for finished goods

The Company has also embarked on its journey with 3PL Warehouse Outsourcing model with one of the trusted partner - DHL at Attibele- Anekal MCS facility. It is catering to both our E-commerce & Channel Distribution business requirements. Spread across 2 Lakh Sft., the warehouses are built with best-in-class infrastructure at par with global industry standards. This is (i) Companys first mechatronic warehouse for Channel Distribution with minimal human intervention through seamless integration of processes & technology implementation; and (ii) Best in class E-com warehousing model to cater seamless order processing with focus on service quality and speed to market along with improved inventory accuracy and productivity.

Technology, Process Improvement and Modernization

Supply chain planning tool: Project SCORE-BlueYonder: As part of our progress through digitization we are in the final stage of implementation of the enterprise planning tool BlueYonder. With this, our agility and nimbleness in various areas of demand forecasting, customer responsiveness, improved fulfillment, productivity improvement, cost improvement and inventory optimization shall be a reality.

Lab Accreditation: The Company has always focused on the quality of its processes, inputs and products. In this regard, we have been making investment in our supply chain, equipment and in training and developing our associates. Our Hassan Unit Lab was granted NABL Accreditation in its maiden attempt for 22 quality test parameters.

Floor management system: We have successfully completed piloting the digital factory initiative in our Hassan facility. With this initiative we can have real time data, interventions and multi-tier reports on key manufacturing activities like skill deployment, WIP management, efficiency tracking, online inventory management, skill inventory initiatives, down time tracking and reduction.

Socks Automation: To cater the Kids socks market, we have added ten imported knitting machines. These machine comes with latest auto toe link technology for a seamless toe line.

Narrow tape dyeing: To meet the growing demand for Jockey Womens products we have added a latest tape dyeing machine in our existing Hassan tape dyeing unit.

As part of our modernization, we have added a best in class auto cutter at our Bangalore Manufacturing facility.

As we continue to drive manufacturing excellence, we are delighted to inform that we won the prestigious ABK-AOTS Dosokai Category award for Textile Industry for implementation of 5S initiatives in the Company. Our Units have participated in various categories of the competition and bagged trophies and awards.

ENVIRONMENT, HEALTH AND SAFETY

We are an environment friendly organization and all our units have complied pro-actively with all applicable environment related laws, both in letter and spirit.

At Page Industries Limited, safety and health of our employees are extremely important, and we remain committed to building and maintaining a safe and healthy workplace. All our employees have demonstrated their commitment to maintain a safe and healthy workplace.

During the year under review, your Company has won four-star rating CII EHS (SR) award for Unit 12 & 17 and also won gold rating SHE (Safety, Health and Environment) award by ABK - AOTS for units 17 & 21.

Environment: Our Environment, Health & Safety (EHS) strategies are directed towards safe and environmentally responsible operations across all our manufacturing sites by optimizing natural resource usage and providing a safe and healthy workplace. Ventilation survey has been carried out in all units to ensure that adequate fresh air prevails inside the manufacturing premises.

We pro-actively adhere to "Hazardous & Other waste (Management & Transboundary Movement) Amendment Rules, 2019" & "E - Waste (Management) Rules, 2016" for handing used oil, waste oil, oil-soaked cotton waste, oil filters & E - waste and disposal through vendors authorized by Pollution Control Board.

Chemical Management System: Further to Chemical Management Study carried out last year, the Company has adopted a Chemical Management policy with objective of eliminating the use of hazardous chemicals, purchase of Non - Restricted Substances List chemicals, safe use & storage of chemicals and proper disposal of used/expired chemicals. Chemical alternate assessment is being carried out to replace Restricted Substances List chemicals. The Companys Chemical Management process is audited using Zero Discharge of Hazardous Chemicals (ZDHC) tool. The Company is in the process of enrolling with ZDHC programme.

WASH (water, sanitation, hygiene) guideline has been developed to maintain uniform WASH standards across all manufacturing units. WASH self-assessment checklist was created for effective implementation. To create awareness, WASH posters on importance on water, sanitation and hygiene have been displayed at prominent places, in Units / Offices. To ensure further penetration of the significance of WASH, announcements are also being made through the PA system.

Health: The health and wellness of our employees is always a priority. Numerous health and wellness programs were conducted across all Units and Offices to promote good health and hygiene habits. In addition to the routine awareness programs and check-ups the following have been undertaken this year:

• Covid-19 testing camps were conducted for employees in the Manufacturing Units

• Covid- 19 Vaccination drive was conducted within the Manufacturing Unit facilities to vaccinate employees above the age of 45+

• The Company doctors are providing free medical consultation for Covid-19 infected persons in the units and prescribing medication

• Risk assessment with respect to health was carried out to ensure that activities carried out by the employees is not affecting their health and

• Ergonomic risk assessment was also carried out to mitigate and eliminate ergonomic related injuries.

Safety: We are inculcating a safety culture by adopting EHS standards that incorporate best standards, codes and practices, and are verifying the same through regular audits.

In addition to testing of pressure vessels, lifting tools and equipment, we have replaced portable boilers with central electric boiler.

At all our manufacturing sites, Road Safety Week, National Safety Week, Environmental Day and Fire Safety Day were observed to promote health and safety awareness. Emergency evacuation drills and training on firefighting were conducted.

A comprehensive EHS training module has been developed for (i) EHS Operations and Control, (ii) Occupational Health and Safety, (iii) Fire Safety, (iv) Electrical Safety, (v) Environmental Protection and (vi) Chemical Management. At all manufacturing units, annual training plans have been conducted to ensure uniform and systematic EHS training.

For all new projects, design layouts of fire hydrant system, fire alarm system and electrical installations are reviewed to ensure that all safety procedures are in place at implementation stage itself.

The following are the important activities carried out as part of safety measures: (i) Insulation of fire hydrant pumps and panels (ii) Hydrant valves in pump room are kept intact under lock and key to ensure entry of authorized person only (iii) All emergency exit doors were painted red for easy identification (iv) All duct and cable passageways were filled with fire sealant to restrict spread of fire (v) Battery storage area was separated from UPS and panel using fire rates bison boards and (vi) Openings in the transformer yard were filled with fire rated material.

Covid-19 Precautionary Measures

Your Company has taken extensive steps to control the spread of covid-19. A detailed standard operating procedure was framed and strictly adhered. (i) To track SOP implementation across all locations, audits were conducted (ii) Regular awareness is being given via direct communication at shop floor via PA system and posters (iii) Installed touch-free hand sanitizer dispensers, foot- operated taps, leg-operated doors or sliding doors as well as marking attendance using proximity cards (iv) Ensured Social distancing markings wherever required (v) Re-designed Seating arrangements to ensure social distancing (vii) Regular disinfection across all areas, were carried out (viii) PPE kits were provided to personnel carrying out disinfection (ix) All employees and staff are instructed to wear masks at all times (x) Emergency response team ensured proper management of covid-19 cases (xi) Temporary quarantine room was set-up (xii) Regular Temperature checks were conducted and (xiii) Separate entry and exit was set-up.

The Company has a dedicated Compliance team to ensure strict compliances of applicable statutory and regulatory statutes. As a part of audit, the team will also carryout surprise compliance audit and based on the audit, scoring will be given to each unit. The best unit will be rewarded every year. Automated compliance tool is in place to track routine compliances like filing of returns and reports.

We have in place an Internal Complaints Committee (ICC) in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The committee members routinely meet employees, conduct awareness sessions and deal with complaints, if any, promptly and in a transparent manner. We have not received any complaint related to sexual harassment of women at our workplace during the year under review.

PROSPECTS

We are highly encouraged by the enduring strong brand equity, image and leadership of the Jockey brand and the rising strength of the Speedo brand in their respective markets. We will continue our unrelenting endeavor to satisfy consumers with the finest products in terms of style, design, comfort, fit and quality in all verticals: - Jockey Mens, Womens and Kids Innerwear, Athleisure, Socks and Accessories, as well as Speedo Swimwear and Swim related equipment.

The Jockey brand continues to live up to the results of an independent brand health study carried out earlier by Nielsen Research Agency which rated the Jockey Brand Health in India among the most powerful brands in their research experience across all categories. The research involved fourteen cities across all four zones in the nation. Jockey brand scored a Brand Equity Index of 4.6 on a scale of ten in the Mens Innerwear category and 2.9 in the Womens innerwear category. To put things in perspective, worldwide only 23% of brands across all product categories score a Brand Equity Index 3.0 or over on a scale of ten and only 8% of brands score 5.0 and above. Jockey India Brand Equity Index scores were way above all other brands in both the Mens and Womens Innerwear categories.

Another brand health study conducted by another research agency, Kantar IMRB measured the Brand Equity of the Jockey brand using a propriety tool called Brand Spring (a composite of to what extent consumers are familiar with the brand and "what the consumers reaction is to the brand"). The results were very encouraging and showed a Brand Spring score of 56 for Mens products and 55 for Womens products , far higher than any other brand in the respective categories.

With the continued support from Jockey International, USA, Speedo International, UK, and access to ideas, trends and innovations from forty other Jockey international licensees throughout the world, our long-term commitment to newness and innovation will never waver, be it in product, technology up- gradation, back-end processes or marketing. With our strong in-house product development, back-end capabilities, manufacturing expertise and state of the art technology that is continuously evolving, combined with a very strong distribution network, we remain optimistic about the prospects and expect continued healthy sales growth and profitability in the coming years, further consolidating our position in the premium market for Innerwear, Athleisure, Socks, Swimwear & Swim equipment.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

A detailed section on Human Resources/Industrial Relations is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

BOARD OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

During the year under review, five Board Meetings and four Audit Committee Meetings were duly convened and held; the details of which are given in the Corporate Governance Report along with the details of composition, category, dates of the meeting, attendance and such other details.

The Board of Directors consists of a balanced profile of members, having specializing in, different fields that enables it to address the various business needs of the company, while placing very strong emphasis on corporate governance.

DIRECTORS

Retirement of Mr. Pradeep Jaipuria, Independent Director

Mr. Pradeep Jaipuria [DIN:00121685] was Chairman of Board of the Company since 11th February 2011. The second term of Mr. Pradeep Jaipuria, as an Independent Director of the Company was ended on 10th February 2021, accordingly, he ceased to be a Director of the Company. The Board placed on record its sincere appreciation, commending the contribution of Mr. Pradeep Jaipuria.

Appointment of Mr. Sandeep Maini as Chairman of the Board

In the place of Mr. Pradeep Jaipuria [DIN:00121685], the Board has unanimously passed a resolution to appoint Mr. Sandeep Maini [DIN: 01568787], Independent Director as Chairman of the Board, effective from 11th February 2021.

Appointment of Mr. Mark Fedyk in place of Mr. Tim Wheeler

As per the recommendation of M/s. Jockey International, Inc., the Board of Directors at its meeting held on 12th November 2020 appointed Mr. Mark Fedyk [DIN: 08927892], President & COO of Jockey International as additional director under Non-Executive category in place of Mr. Tim Wheeler [DIN: 00863237]. Mr. Mark Fedyk shall hold the office up to the date of the ensuing Annual General Meeting. The notice under section 160(1) of the Companies Act, 2013 has been received from a shareholder signifying his intention to propose Mr. Mark Fedyk Director of the Company. The Board recommends his appointment at the ensuing AGM.

Mr. Tim Wheeler was on the Board of Directors since 29th September 2006. The Board placed on record its deep appreciation for his contributions.

Resignation of Mr. Vedji Ticku, Executive Director & Chief Executive Officer

Mr. Vedji Ticku [DIN: 07822283], Executive Director & Chief Executive Officer has submitted his resignation letter on 16th February 2021, owing to personal commitments. Mr. Ticku joined the Company on 7th May 1997 as Regional Sales Manager. Recognizing his hard work and dedication, the Company had been regularly entrusting him with higher position(s) with additional responsibilities. Appreciating his leadership skills and timely delivery of KRAs assigned to him, the Board of Directors at their meeting held on 12th February 2016, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Ticku as CEO and thereafter, on 25th May 2017 elevated him as "ED & CEO" entrusting him with higher responsibilities. He has served the organisation for around 24 years in various capacities providing support and guidance to all facets of the organisation.

During his tenure, he has provided valuable leadership to the Senior Executives and their respective teams. Under his leadership, the Company has made many notable achievements which are reflected in the Companys current position and its performance. Mr. Ticku leaves an exceptionally talented team in place and the business in an excellent position for its continued growth.

The Board accepted the resignation of ED & CEO effective from the close of business hours on 31st May, 2021. The Board has also expressed its gratitude for the invaluable contribution made by Mr. Ticku during his association with the company.

Appointment of Mr. V S Ganesh as Executive Director & Chief Executive Officer

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 22nd February 2021, unanimously appointed Mr. V S Ganesh [DIN: 07822261] as "Executive Director & Chief Executive Officer" of the Company for a period of 5 years effective 1st June 2021 subject to the approval of Shareholders at the ensuing Annual General Meeting.

Re-appointment of Managing Director

At the 21st AGM of the Company, the members of the Company appointed Mr. Sunder Genomal [DIN:00109720] as Managing Director for a period of 5 years up to 31st July 2021. Considering his valuable contribution to the growth of the Company, the Nomination and Remuneration Committee and Board of Directors at their meeting held on 27th May 2021 have recommended to re-appoint Mr. Sunder Genomal as Managing Director of the Company for another term of 5 years commencing from 1st August 2021 to 31st July 2026. Mr. Genomals reappointment is placed for shareholders approval at the ensuing Annual General Meeting.

Retirement by Rotation

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Sunder Genomal [DIN: 00109720] and Mr. Nari Genomal [DIN: 00568562], Directors of the Company will be retiring by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment.

The details pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 relating to appointment and reappointment of directors at the AGM are provided in the Notice to the members.

During the year under review, the Board of Directors appointed Mr. Sanjeev Genomal as alternate director to Mr. Nari Genomal

Key Managerial Personnel

In Compliance with Section 203 of the Companies Act 2013, the Board of Directors of Company has the following Key Managerial Personnel:

1. Mr. Sunder Genomal, Managing Director;

2. Mr. Vedji Ticku, CEO (till 31st May 2021);

3. Mr. Ganesh V S, CEO (from 1st June 2021);

4. Mr. Shamir Genomal, Deputy Managing Director;

5. Mr. Chandrasekar K, Chief Financial Officer; and

6. Mr. C Murugesh, Company Secretary.

Committees of the Board of Directors

The Company has constituted the following committees in compliance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Risk management Committee; and

5. Corporate Social Responsibility (CSR) Committee.

The brief description, composition and other required details of the above committees are provided in the Corporate Governance section of this Annual Report.

During the year under review, the Board of Directors have accepted all the recommendations of the above Committees.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed

a policy for selection, appointment of Directors and Senior Management and to fix their remuneration. The Nomination and Remuneration Policy is available in the Companys website, https://www.pageind.com/policies- documents. The salient features of the policy is provided in the Corporate Governance report.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and remuneration under section 195 of the Companies Act, 2013 and reimbursement of expenses, if any.

Corporate Social Responsibility

Annual Report on Corporate Social Responsibility (CSR) containing composition of CSR Committee and its terms of policy is provided in Annexure-I. The CSR policy of the Company is available on the Companys website on https://www.pageind.com/policies-documents

We have partnered with Grassroots Research and Advocacy Movement (GRAAM) to identify and spend the CSR monetary allocation wisely and effectively towards a good and noble cause in a sustainable manner.

The following CSR activities have been carried out during the year under review:

• An Integrated Education and Child Development Program,

• An Initiative for Youth Development,

• Contribution to PM Relief Fund,

• Covid-19 awareness program and

• Healthcare program.

Due to pandemic, during the year under review, the Company was not able to spend the required CSR amount, as primary and secondary schools were closed. We have spent allocated budget on the identified CSR Projects and would enhance our spending in the subsequent years by exploring further avenues which will be in line with our CSR Policy.

During the year under review, the company has spent an amount of Rs 62.58 million against a prescribed amount of Rs 105.35 million. The unspent CSR amount of Rs 42.77 million has been transferred to Unspent Corporate Social Responsibility Account as per section 135(6) of the Companies Act 2013.

Evaluation of Board of Directors, Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, performance of directors individually and working of the Board Committees. The manner of evaluation is explained in the Corporate Governance Report. Independent Directors met separately to evaluate the Non-Independent Directors and Chairman of the Board. Your Directors expressed their satisfaction with the evaluation results.

Vigil Mechanism / Whistle Blower Policy

The Company has constituted a Vigil mechanism / Whistle Blower mechanism to report genuine concerns about unethical behavior, actual or suspected fraud. The details are explained in the Corporate Governance Report. The Policy is available on the Website of the Company at https://www.pageind.com/policies-documents.

All the complaints received during the year under review have been dealt with appropriately under the above policy. The Company has not received any serious complaint under Vigil mechanism / Whistle Blower policy during the year under review.

Related party transactions

All related party transactions that were entered during the financial year were at arms length basis and were in the ordinary course of business. There was no materially significant related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered, pursuant to the omnibus approval so granted, are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions policy for identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is available on the website at https://www.pageind.com/policies-documents.

The related party transaction in AOC-2 is marked as Annexure-II.

Related party transactions pursuant to the SEBI(LODR) Regulations 2015 and the Companies Act 2013 are provided in notes to the Financial statements.

Risk Management

Risk Management is an ongoing process within the Organization. We have a robust risk management framework to identify, monitor and minimize risks. The Board has a policy to oversee the risk mitigation performed by the executive management, which includes identification, assessment, monitoring and reporting of risks. The major risk and mitigation plans have been explained in the Management Discussion and Analysis Report. During the year under review, a meeting was conducted to review the Risk Management framework.

Ratio of remuneration

Details / Disclosures of Ratio of Remuneration to each Director to the median employees remuneration and of employees pursuant to Section 197(12) of the Companies Act 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-III.

Business Responsibility Reporting

Business Responsibility Reporting is provided in the Annexure -IV

Deposits

The Company has not accepted any deposits during the year under review. There is no outstanding deposit as on 31st March 2021.

Particulars of Loans, Guarantees or Investments

Disclosure on particulars of loans and investments are provided in notes to the financial statements.

Significant and Material Orders Passed by the Regulators or Courts

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys future operations.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

Implementation of Corporate action: The Company has declared two interim dividends, which were duly implemented.

Details on Unclaimed dividends and transfer of shares to IEPF are provided in the Corporate Governance Report.

During the year under review applicable Secretarial Standards have been duly complied with.

Annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return is available on the Companys website on https://www.pageind.com/other-compliances

Listing

Shares of the Company are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the listing fees have been duly paid.

Unclaimed Shares Suspense Account

There are no shares remaining unclaimed and lying in the escrow account.

AUDITORS

Statutory Auditors: - At the 21st AGM, the members of the Company, appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Bengaluru (Firm Registration No. 101049W / E300004) as Statutory Auditor of the Company for a term of 5 years commencing from the conclusion of 21st AGM till the conclusion 26th AGM, accordingly, they hold office upto the conclusion of the ensuing 26th Annual General Meeting of the Company.

The Audit Committee and the Board, unanimously, recommends another term of 5 years as set out in the ordinary resolution no.4 of the notice to the shareholders, considering their credentials and also based on the evaluation of the quality of audit work done by the statutory auditors.

The Auditors have not reported any fraud under section 143 (12) of the Companies Act, 2013.

Secretarial Auditor: - Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. R Vijayakumar, Company Secretary in Practice [FCS-6418; COP- 8667] to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit Report forms part of this Annual report marked as Annexure- V.

The Statutory and Secretarial Auditors reports to the shareholders for the year under review do not contain any materially significant qualification, reservation, adverse remark or disclaimer.

Cost Records and Cost Audit: - For the year under review, maintenance of cost records and the cost auditing is not applicable pursuant to Notification G.S.R.01(E) dated 31st December 2014.

CORPORATE GOVERNANCE

We are committed to maintaining the highest standards of corporate governance. The report on corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of the annual report. A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is also annexed to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is enclosed as part of this Annual Report.

Internal Control System and Adequacy

The details are provided in the Management Discussion Analysis.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014:

a. Conservation of Energy

Your Company continually takes steps to absorb and adopt the latest technologies and innovations in the Garment Industry. These initiatives should enable the facilities to become more efficient and productive as the company expands, thus helping to conserve energy.

Our commitment to reduce energy consumption is achieved through installation of energy efficient fixtures, clutch motors to sewing machines, and power factor optimization initiatives among others. All machinery and equipment are being continuously serviced, updated and overhauled to maintain them in good and energy efficient condition. This resulted in consumption of lesser energy.

Conservation of Energy continues to receive increased emphasis at all units of the Company. Energy audits and Inter-unit studies are carried out on a regular basis for analyzing and taking steps for reduction of energy consumption.

Various energy saving measures have been initiated like energy audit, solar power, LED, servo motors, solar tube, VFD Compressors and Harmonic filters.

b. Technology Absorption, Adaptation and Innovation - Research and Development

In addition to product development and raw material development which continue to be strengthened, Research and Development activities on fashion designing are carried out on an on-going basis. Adopting technologies with state-of-art systems and machineries like PLM software, automated cutting machine, automated fabric inspection machines, etc., the quality of the products and efficiency of the systems have substantially improved. Applying these technologies has helped keep costs of production under control.

Real time data capturing through RFID/Proximity Cards in manufacturing, being an area where we are focused on now, shall help us in building innovative efficiencies.

The nature of activities of the Company does not warrant any exclusive R&D department.

c. Foreign Exchange Earnings and Outgo

Foreign exchange earnings during the year were Rs 178 million from exports to Sri Lanka, Nepal and UAE. Outflow owing to royalty, import of raw materials, machinery, spares etc. amounted to Rs 2027 million.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

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

• They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the of the company at the end of the financial year and of the profit of the company for that period;

• They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• They had prepared the annual accounts on a going concern basis;

• They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

DECLARATION OF INDEPENDENT DIRECTOR

The Company has received declaration from Independent Directors of the Company that they meet with the criteria of their Independence laid down in Section 149 of the Companies Act, 2013 and SEBI(LODR) Regulations 2015.

INDUSTRIAL RELATIONS

Industrial relations are cordial at all levels and your Directors sincerely acknowledge the exemplary dedication of all its employees.

AWARDS AND ACCOLADES

1. During the year, the Company was granted the prestigious ABK-AOTS Dosokai Category award for Textile Industry for implementation of 5S initiatives in the Company.

2. During the year, Hassan Unit Lab was granted in its first attempt, the esteemed NABL Accreditation.

3. During the year under review, your Company won four-star rating and received the CII EHS (SR) award for Unit 12 & 17. These units also won the Gold Rating by ABKOTS for SHE(Safety, Health and Environment).

4. In 2019, the Company has received an award from Debra Waller, Chairman of the Board & CEO of Jockey International, honouring 25 years of strong partnership.

5. Mr. Sunder Genomal, Managing Director, received "Economic Times Awards 2018 - Emerging Company of the Year" on behalf of Page Industries Ltd. Mr. Venkaiah Naidu, Honorable Vice-President of India and Mr. Arun Jaitley, the then Finance Minister, presented the award.

6. Mr. Sunder Genomal, Managing Director, was awarded "EY Entrepreneur of the year 2017" Award in the Consumer Products & Retail category. A distinguished nine-member jury led by Mr. Dilip Shanghvi, Managing Director, Sun Pharmaceuticals selected the winners from India.

7. Mr. Vedji Ticku, Executive Director & CEO, received the ‘Decadal Award on behalf of Page Industries Limited at the 10th edition of the CNBC TV18 Emerging India Awards event.

8. Mr. Sunder Genomal, Managing Director, featured in INDIAS BEST CEOs list released by Business Today in January 2017. This renowned study was jointly conducted by Business Today and PwC.

9. The Company has been awarded the International licensee of the year award by Jockey International Inc (USA) for the years 2005, 2009, 2013 and 2016.

10. Mr. Pius Thomas, Executive Director - Finance had been chosen by an eminent Jury- as the winner in the "Sustained Wealth Creation"- Medium Category at the YES Bank Business World Best CFO Award 2016. Honorable Minister of Railways Suresh Prabhu and Chairman of TERI, Shri Ashok Chawla presented the award.

11. The Company has received ‘Excellence in Advertising award 2016 from Delhi Advertising club in the category Digital Media and Search marketing campaign.

12. The Company has received ‘Creative ABBY Award 2016 for Digital Search category for brand Jockey from Advertising Agencies Association of India.

13. The Company has received ‘Best Global Marketing Campaign award 2016 from Speedo International.

14. The Company has received ‘Outstanding Growth & Expansion of Jockey Retail Stores award from Jockey International in 2016.

15. Mr. Sunder Genomal, Managing Director, received the award for INDIAS BEST CEO (Textiles) 2015 during the fourth edition of the Business Today Best CEO Awards held in December 2015 at New Delhi.

16. Mr. Pius Thomas, Executive Director - Finance has been chosen by an eminent Jury -Chaired by former RBI Deputy Governor Mr. Subir Gokarn - as the winner in the Sustained Wealth Creation Medium Category at the fifth Business Today- YES Bank Best CFO Awards in 2015.

17. Jockey International has felicitated Page Industries Limited for ‘twenty years of service and dedication to the Jockey brand in 2015.

18. The Company has been awarded by Jockey International for ‘the Outstanding Marketing of the Jockey brand in 2015.

19. The Company has received the award for the ‘Outstanding Advancement of the Jockey Global Retail Image by Jockey International in 2015.

20. The Company has received the award for the ‘Best % Wholesale Growth in 2013 by Speedo International in 2015.

21. Brand Jockey has won the award for the Buzziest Brand in Apparel : Fashion : Accessories for 2015. This award has been given by the Advertising and Marketing fraternity through a voting panel of eminent personalities as well as advertising professionals and brand marketers.

22. It is matter of great pride that in recognition of the Companys efforts, Business Standard has selected your Company as the best performer in the SME Sector for 2012.The award was handed over to Mr. Sunder Genomal, Managing Director by the Honorable President of India.

23. The Company has received the award for the ‘Outstanding Advancement of the Jockey Global Image by Jockey International in 2012.

24. The "Licensee of the Decade" award was granted to the Company by Jockey International Inc (USA) in 2010 in recognition of the Companys record growth year after year, offering world class products and maintaining global quality standards across all operations.

25. As a recognition of our corporate best practices, we are certified by the USA based WRAP (Worldwide Responsible Apparel Production).

GENERAL

Your Directors acknowledge the support given by the Licensors, M/s Jockey International Inc., USA, and M/s Speedo International Limited, UK as well as all our business associates. The Board also wishes to place on record their sincere thanks and appreciation to the Central Government, Karnataka State Government, Odisha State Government and various other State Governments, bankers, suppliers, distributors and all other stakeholders, including the wholehearted dedication and cooperation extended by the employees at all levels.

By Order of the Board For and on behalf of the Board of Directors

Sunder Genomal Vedji Ticku
Managing Director Executive Director & CEO
(DIN: 00109720) (DIN: 07822283)
Bangalore
27th May, 2021