Indian Terrain Fashions Ltd Directors Report

DIRECTORS REPORT

Dear Members,

Your Directors hereby present herewith the 16^th Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended 31^st March 2025 together with Auditors Report thereon.

FINANCIAL SUMMARY/HIGHLIGHTS

The Companys financial performance for the year ended 31^st March, 2025 and the comparative figures for the previous year are summarized below:

		(Rs. In Crores)
	For the Year ended
Particulars	31st March, 2025	31st March, 2024
Revenue from Operations	340.60	456.01
Other Income	4.76	3.93
Total Revenue	345.36	459.94
Earnings Before Depreciation, Interest, Tax & Amortisation (EBDITA)	(2.11)	33.99
Depreciation & Amortisation	17.94	22.28
Finance Costs	20.96	21.87
Earnings Before Tax (EBT)	(41.01)	(10.16)
Current Tax	-	-
Deferred Tax	1.65	4.77
Net Profit/(Loss)	(42.66)	(14.93)
Other Comprehensive Income (net of tax)	(0.10)	0.27
Total Income	(42.76)	(14.66)
Earnings per Share (in Rs.)
• Basic	(9.48)	(3.37)
• Diluted	(9.48)	(3.37)

OVERVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

FY25 has been a defining year of strategic realignment for the Company. The Company consciously has shifted away from low-margin, scale-driven channels to focus on profitability, efficiency, and sustainable growth. While the top-line faced transitional impact, our improved margins, reduced costs, and operational profitability demonstrate the success of our disciplined execution. The Company has laid a solid foundation through capital strengthening, store network optimization, and sharper merchandising.

FINANCE AND ACCOUNTS:

The Financial Statements are prepared in accordance with Indian Accounting Standards (IND AS) as required under the notification issued by the Ministry of Corporate Affairs (MCA) in the Official gazette dated 16^th February 2015, as amended which is applicable to the Company from 01^st April 2017 with a transition date of 01^st April 2016.

TRANSFER TO RESERVES:

During the Financial Year ended 31^st March 2025, the company had a net loss of Rs.42.76 Crores and accordingly the transfer to reserves does not apply. The reserves at the end of the year 31^st March 2025 was Rs.173.68 Crores as against Rs.188.02 Crores in the previous year.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY & CHANGE IN NATURE OF BUSINESS, IF ANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Further, there were no changes in the nature of the business of the Company.

BUSINESS DEVELOPMENTS PROPOSED:

We remain committed to adapting to the evolving market dynamics as we continue to leverage our strengths in mens wear. Consumers are increasingly prioritizing sustainability, leading to higher demand for eco-friendly materials and ethically produced apparels. This transition presents a significant opportunity for us to capture market share and strengthen our position in the industry.

As the company enters FY26 with strengthened fundamentals and a clear roadmap for profitable growth and building on the strategic reset executed in FY25, the focus will remain on deepening customer engagement, enhancing channel efficiency, and maintaining margin discipline.

Key growth levers for FY26 include:

• Expansion of the MBO (distribution) business, supported by wider store reach and improved in-store visibility;

• Consolidation and profitability in the EBO network, with selective expansion via the franchise (FOFO) model especially in the Southern and Western part of the country;

• Scaled-up Institutional Sales, through deeper customer penetration and increased account activation;

• Enhanced brand visibility and customer salience, with increased investment in marketing and CRM to sustain growth momentum and conversion rates.

With a sharp focus on quality of revenue, operational excellence, and disciplined working capital management, the company is well-positioned to deliver a stronger, more resilient performance in FY26. As such, we remain optimistic about the opportunities in the organised retail and e-commerce sectors and consider ourselves well-positioned to capitalise on these growth avenues. So, to sum up, the Companys focus in the FY26 will remain on maintaining margin integrity while reigniting growth through stronger brand visibility, targeted marketing, and timely product delivery.

DIVIDEND:

The Board of Directors with a view to conserve financial resources has not recommended any dividend for the financial year ended 31^st March 2025.

UNPAID/ UNCLAIMED DIVIDEND:

In accordance with the provisions of Section 125 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company to transfer unpaid and unclaimed dividends to the Investor Education and Protection Fund. During the year, there were no unclaimed dividends which had to be transferred to IEPF by the Company.

EMPLOYEE STOCK OPTION PLAN/SCHEME:

During the year under review, the Company has not issued any Equity Shares under Employee Stock Option Plan/Scheme and there were no pending options to be vested or exercised. Further, the Company does not have any existing Employee Stock Option Plan/Scheme.

REVISION OF FINANCIAL STATEMENT OR THE BOARDS REPORT OCCURRED DURING THE YEAR: Nil

ANNUAL RETURN:

In terms of Section 134(3)(a) anto be placed on the website of the Company. The same is available in the website of the Company https://www.indianterrain.com/pages/ investor-information

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Rama Rajagopal, Non-Executive Non-Independent Director, is liable to retire by rotation at the ensuing 16^th Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment and the same has been included in the Notice of the 16^th Annual General Meeting for approval of the Shareholders.

Further, Mrs. Nidhi Reddy who was appointed as an Independent Director of the Company by the Members at the 12^th Annual General Meeting of the Company held on 16^th September 2021 for a period of 5 (five) consecutive years commencing from 11^th February 2021 till 10^th February 2026 (both days inclusive) and is eligible for reappointment for a second term on the Board of the Company. The Board recommends her re-appointment and the same has been included in the Notice of the 16^th Annual General Meeting for approval of the Shareholders.

During the Financial Year 2024-25, the following were the changes in the composition of the Board of Directors and Key Managerial Personnel of the Company:

(a) As stated in the previous Annual Report, pursuant to the recommendations of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on 30^th March 2024 recommended to the Shareholders for approval of the appointment of Mr. P S Raghavan (DIN: 07812320) as Additional Director in the category of Non - Executive, Independent Director in the Board of the Company with effect from 01^st April 2024 for a period of five consecutive years. Subsequently, it was approved through Postal Ballot by the Shareholders of the Company by Special Resolution through e-voting process which ended on 17^th May 2024 and the results of the e-voting declared on 17^th May 2024;

(b) As stated in the previous Annual Report, pursuant to the recommendations of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on 30^th March 2024 recommended to the Shareholders for approval of the appointment of Mr. Tarique Ansari (DIN: 00101820) as Additional Director in the category of Non - Executive, Independent Director in the Board of the Company with effect from 01^st April 2024 for a period of five consecutive years. Subsequently, it was approved through Postal Ballot by the Shareholders of the Company by Special Resolution through e-voting process which ended on 17^th May 2024 and the results of the e-voting declared on 17^th May 2024;

Brief profile of the Directors seeking re-appointment along with the disclosures required pursuant to provisions of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 and necessary Rules framed thereunder are given in the Notice of the 16^th Annual General Meeting, forming part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year, five (5) meetings of the Board of Directors were held on 29^th May 2024, 06^th August 2024, 19^th August 2024, 12^th November 2024 and 12^th February 2025. The particulars of the meetings held and attendance by each Director are detailed in the Corporate Governance Report, which forms a part of this Annual Report. The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India in compliance of Section 118 (10) of the Companies Act, 2013.

INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME:

In terms of the provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Company stating that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and are not disqualified to act as Independent Directors.

In compliance with Regulation 16(10)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has adopted a policy on familiarisation programme for Independent Directors of the Company. The policy familiarizes the Independent Directors with the nature of industry in which the Company operates, business model of the Company, their roles, rights and responsibilities in the Company.

The details of familiarization programme during the Financial Year 2024-25 are available on the website of the Company at https://www.indianterrain.com/pages/investor- information

KEY MANAGERIAL PERSONNEL:

Mr. Venkatesh Rajagopal-Chairman and Whole Time Director, Mr. Charath Ram Narsimhan-Managing Director & CEO, Mr. Sheikh Sahenawaz-Chief Financial Officer and Mr. Sainath Sundaram, Company Secretary & Compliance officer are the Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act 2013 for the Financial Year ended 31^st March 2025.

During the Financial year 2024-25, there were no changes in the Key Managerial Personnel of the Company.

BOARD COMMITTEES:

The Company has constituted various Committees of the Board in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with the attendance of the Committee Members and re-constitution therein forms part of this Annual Report on Corporate Governance Report section. Details of the constitution of these Committees is also available on the website of the Company https://www.indianterrain.com/pages/investor- information.

ANNUAL EVALUATION ON THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

As required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. The Company has devised a policy for performance evaluation of the Board, its Committees and Directors which include criteria for performance evaluation of Non-executive and Executive Directors. The Company carried out the evaluation process internally which included the evaluation of the Board as a whole, its Committees and Peer evaluation of the Directors.

The evaluation process focused on various aspects of the functioning of the Board and the Committees such as composition of the Board and the Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Details of performance evaluation of Independent Directors as required under Schedule IV to the Companies Act, 2013 is provided in the Report on Corporate Governance.

The Directors have expressed their satisfaction with the evaluation process and its results.

REMUNERATION POLICY OF THE COMPANY:

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015, a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy duly amended and approved by the Board of Directors on 14^th August 2023 is available on the website of the Company at https://www. indianterrain.com/pages/investor-information

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY:

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - I.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of Annual Report.

Having regard to the provisions of the provisos to Section 136(1) of the Act, this Annual Report excluding the aforesaid information is being sent to the members of the Company.

Any member interested in obtaining such information may send email to secretarial? indianterrain.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy

Steps taken for conservation	The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis
Steps taken for utilizing alternate sources of energy
Capital investment on energy conservation equipment

(B) Technology absorption:

Efforts made for technology absorption
Benefits derived
Expenditure of Research & Development, if any
Details of technology imported, if any	Not applicable
Year of import
Whether imported technology is fully absorbed
Areas where absorption of imported technology has not taken place, if any

(C) Foreign Exchange Earnings and Outgo:

( in Crore)

Foreign Exchange Earnings and Outgo	2024-25	2023-24
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	23.83	26.70

CASH FLOW STATEMENT:

In compliance with the provisions of Section 134 of the Companies Act, 2013 and Regulation 34 of SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the Financial Year ended 31^st March 2025 forms part of this Annual Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arms length basis and were placed and approved by the Audit Committee. During the financial year 202425, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of the Act. Hence, the disclosure of related party transactions in Form AOC-2 is not applicable.

The Company has framed a policy on Materiality of Related Party Transaction and dealing with Related Party Transaction and the same has been displayed on the Companys website https://www.indianterrain.com/pages/investor-information. During the financial year 2024-25, there were no materially significant transactions with the related parties, which were in conflict with the interests of the Company and that require an approval of the Members in terms of the SEBI Listing Regulations.

Suitable disclosures as required under IND AS 24 have been made in the Notes to the financial statements. During the year ended 31^st March 2025, there were no approval from the Members on any Related Party Transactions.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The Company has not given any loans or provided guarantees or securities to any other body corporates as envisaged under Section 186 of the Companies Act, 2013 during the Financial Year 2024-25. The details of the other investments made by the Company are given under the Note No. 7 (Investments) forming part of the financial statements.

DEPOSITS:

During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As at 31^st March 2025, the Company has not entered into any joint ventures nor did not have any subsidiary or associate Company.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee is already in place and as on 31^st March 2025 the following were the Committee Members:

(a) Mrs. Rama Rajagopal, Chairperson of the Committee,

(b) Mrs. Nidhi Reddy, Member,

(c) Mr. Venkatesh Rajagopal, Member and

(d) Mr. Charath Ram Narsimhan, Member

The CSR policy of the Company is available on the Companys website https://www. indianterrain.com/pages/investor-information.

As part of its initiatives under "Corporate Social Responsibility" (CSR), the details of the same as prescribed under the Companies Act 2013 are detailed in this Report as Annexure II.

SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31^st March 2025 was 9,14,37,660/- comprising of 4,57,18,830 Equity Shares of 2/- each. Pursuant to exercise of option to convert the entire 49,48,537 Warrants into Equity Shares by the allottees and accordingly these were allotted in the Board Meeting held on 27^th May 2025 (the details of which are mentioned hereinbelow) with which effective the date of Board Meeting the Paid-up Equity Share Capital of the Company stood at 10,13,34,734/- comprising of 5,06,67,367 Equity Shares of 2/- each . During the year under review, your Company has neither issued shares with differential voting rights nor granted any stock options or sweat equity or Shares to Trustees for the benefit of Employees.

However, during the year under review, your Company had issued and allotted Securities as detailed below:

(1) The chronological events pertaining to the Issuance and allotment of 14,27,145 Equity Shares on Preferential basis are mentioned hereunder:

(a) The Company in the Board Meeting held on 19^th August 2024 had recommended to Shareholders for issuance of 14,27,145 Equity Shares on Preferential Allotment having a face value of Rs.2 (Rupees Two only) each at an issue price of Rs.70.07/- (Rupees Seventy Rupees and Seven Paise only) per equity share, including premium of Rs.68.07/- (Rupees Sixty Eight and Seven Paise only) per equity share, aggregating to Rs.10,00,00,051 (Rupees Ten Crore and Fifty One only) to Promoter & Executive Chairman and Managing Director & CEO of the Company;

(b) The said issue was approved by the Shareholders through Special Resolution at the 15^th Annual General Meeting of the Company held on 16^th September 2024;

(c) Further, the approval of the Companys application for obtaining in-principle approval from the Stock Exchange(s) were received on 26^th September 2024;

(d) Based on the said approval, the Private Placement Offer cum Application Letter was circulated to the Identified Investors on 26^th September 2024;

(e) the Company had received share application along with application money from the Identified Investors in the separate Account opened with Yes Bank Limited, to an extent of Rs.10,00,00,051/- on 01^st October 2024 itself (being 100.00% of the entire issue size);

(f) The allotment of the said Equity Shares (in the demat accounts of investors held with CDSL) was approved by the Board of Directors through Circular Resolution on 03^rd October 2024.

(g) The Company had applied and received Listing Approval from the Stock Exchanges i.e. from NSE on 31^st December 2024 and from BSE on 06^th January 2025.

(h) The Company has received Trading Approval from the Stock Exchanges i.e. from NSE and BSE on 20^th January 2025;

(2) The chronological events pertaining to the Issuance and allotment of 49,48,537 Warrants convertible into Equity Shares on Preferential basis and its subsequent conversion into Equity Shares are mentioned hereunder:

(a) The Company in the Board Meeting held on 12^th February 2025, had recommended to Shareholders for issuance of 49,48,537 warrants each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of Rs.2/- (Rupees Two Only) each at an issue price of Rs.50.52 (Rupees Fifty and Fifty Two Paise only) ("Equity Share") each ("Warrants") at any time within 18 months from the date of allotment of the Warrants as per SEBI ICDR Regulations for cash, at an issue price of Rs.50.52 (Rupees Fifty and Fifty Two Paise only) per Warrant, including premium of Rs.48.52/- (Rupees Forty Eight and Fifty Two Paise only) per Warrant, aggregating to Rs.25,00,00,090/- (Rupees Twenty Five Crore and Ninety only) ("Consideration");

(b) The brief terms and conditions of the allotment of said warrants are details hereunder:

- In accordance with the provisions of Chapter V of SEBI ICDR Regulations, the balance consideration i.e. 25.20% of the Warrant Issue shall be paid at the time of exercise of option to apply for fully paid up Equity Shares of Rs. 2/- each of the Company, against each such Warrants held by the Warrant Holder;

- The Warrant Holders shall be entitled to exercise his/her/its option to convert any or all of the Warrants into Equity Shares of the Company in one or more tranches after giving a written notice to the Company, specifying the number of Warrants proposed to be exercised along with the aggregate Warrant Exercise Price payable thereon;

- The respective Warrant Holders shall make payment of Warrant Issue Price from their own bank account into the designated bank account of the Company;

- The tenure of Warrants shall be 18 (eighteen) months from the date of allotment (i.e. till 29^th September 2026). If the entitlement against the Warrants to apply for the Equity Shares of the Company is not exercised by the Warrant Holders within the aforesaid period of 18 (eighteen) months, the entitlement of the Warrant Holders to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid by the Warrant Holders on such Warrants shall stand forfeited;

- The Warrant Issue Price and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time;

- The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu with the existing Equity Shares of the Company, including entitlement to voting powers and dividend;

- The Warrants by itself, until exercised and converted into Equity Shares, shall not give to the Warrant Holders thereof any rights with respect to that of an Equity Shareholder of the Company;

- The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI ICDR Regulations;

- The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant Holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules and regulations.

(c) The said issue was approved by the Shareholders through Special Resolution at the Companys Extra-ordinary General Meeting held on 10^th March 2025;

(d) Further, the approval of the Companys application for obtaining in-principle approval from the Stock Exchange(s) were received on 27^th March 2025;

(e) Based on the said approval, the Private Placement Offer cum Application Letter was circulated to the Identified Investors on 27^th March 2025;

(f) the Company had received share application along with upfront application money from the Identified Investors in the separate Account opened with Yes Bank Limited, to an extent of 18,70,00,045/- on 29^th March 2025 itself (being 74.80% of the entire issue size);

(g) Accordingly, 49,48,537 Warrants convertible into Equity Shares were allotted through Resolution passed by Circulation by Board of Directors of the Company on 31^st March 2025;

(h) Subsequently, during April/May 2025, the Company had received balance subscription of 6,30,00,045/- (balance 25.20% of the entire issue size) from all the allottees;

(i) Pursuant to exercise of option to convert the entire 49,48,537 Warrants into Equity Shares by the allottees, the entire Warrants were converted into Equity Shares and were allotted in the Board Meeting held on 27^th May 2025 (in the demat accounts of investors held with NSDL);

(j) The Company had applied and received Listing Approval from the Stock Exchanges i.e. from NSE on 29^th July 2025 and from BSE on 20^th June 2025;

(k) The Company has received Trading Approval from the Stock Exchanges i.e. from NSE and BSE on 11^th August 2025.

STATEMENT PURSUANT TO SEBI (LODR) REGULATIONS 2015 AND LISTING AGREEMENT:

Your Companys shares are listed with the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The Company has duly paid the Annual Listing fees for the FY i.e. 2024-25 and for the ensuing FY 2025-26. There are no arrears.

DETAILS REGARDING UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT(s)

Pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the recommendations of the Audit Committee and subsequent to the approval of the Board in the meetings held during the Financial Year 2024-25, the statement of uses/application of funds raised through Preferential issue during the year are as detailed below:

(1) Issuance and allotment of 14,27,145 Equity Shares on Preferential basis:

Sl No Name of the Director	Designation
1. Mode of Fund Raising (Public Issues/Rights Issues/Preferential Issues/QIP/Others)	Preferential Issue - Allotment of 14,27,145 Equity Shares
2. Date of Raising Funds	03rd October 2024 (Date of Allotment)
3. Amount Raised	Rs.10,00,00,051/- (Rupees Ten Crore and Fifty One only)
4. Report filed for Quarter ended	31st December 2024
5. Monitoring Agency	Not Applicable
6. Monitoring Agency Name, if applicable	Not Applicable
7. Is there a Deviation/Variation in use of funds raised	No
8. If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the shareholders	Not Applicable
9. If Yes, Date of shareholder Approval	Not Applicable
10. Explanation for the Deviation/Variation	Not Applicable
11. Comments of the Audit Committee after review	Nil
12. Comments of the auditors, if any	Nil
13. Objects for which funds have been raised and where there has been a deviation, in the following table	Detailed below

 

Original Object	Modified Object, if any	Original Allocation	Modified Object, if any	Funds Utilised	Amount of Deviation/Variation for the quarter according to applicable object	Remarks if any
Deployment towards working capital requirements and General Corporate Purpose		Rs. 10,00,00,051/-		Rs.10,00,00,051/-	Nil	Nil

Deviation or variation could mean:

(a) Deviation in the objects or purposes for which the funds have been raised or;

(b) Deviation in the amount of funds actually utilized as against what was originally disclosed or;

(c) Change in terms of a contract referred to in the fund raising document i.e. prospectus, letter of offer, etc.

Remarks:

The entire proceeds of the preferential issue, which were allotted during the 3^rd quarter of Financial Year 2024-25 which were subsequently fully utilized during that quarter itself as mentioned in the table hereinabove and hence, this Statement shall be discontinued from 4^th quarter of Financial Year 2024-25 and from the Financial Year 2025-26, as the same shall no longer be required for reporting purposes.

(2) Issuance and allotment of 49,48,537 Warrants convertible into Equity Shares on Preferential basis

Sl No	Name of the Director	Designation
1.	Mode of Fund Raising (Public Issues/Rights Issues/Preferential Issues/QIP/Others)	Preferential Issue - Allotment of 49,48,537 Warrants convertible into Equity Shares
2.	Date of Raising Funds	31st March 2025 (Date of Allotment)
3.	Amount Raised	25,00,00,090/- (Rupees Twenty Five Crore and Ninety only)
4.	Report filed for Quarter ended	31st March 2025 and 30th June 2025
5.	Monitoring Agency	Not Applicable
6.	Monitoring Agency Name, if applicable	Not Applicable
7.	Is there a Deviation/Variation in use of funds raised	No
8.	If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the shareholders	Not Applicable
9.	If Yes, Date of shareholder Approval	Not Applicable
10.	Explanation for the Deviation/Variation	Not Applicable
11.	Comments of the Audit Committee after review	Nil
12.	Comments of the auditors, if any	Nil
13.	Objects for which funds have been raised and where there has been a deviation, in the following table	Detailed below

 

Original Object	Modified Object, if any	Original Allocation	Modified Object, if any	Funds Utilised	Amount of Deviation/Variation for the quarter according to applicable object	Remarks if any
Deployment towards working capital requirements and General Corporate Purpose		Rs.25,00,00,090/-		Rs.25,00,00,090/-	Nil	Nil

Deviation or variation could mean:

(a) Deviation in the objects or purposes for which the funds have been raised or;

(b) Deviation in the amount of funds actually utilized as against what was originally disclosed or;

(c) Change in terms of a contract referred to in the fund raising document i.e. prospectus, letter of offer, etc.

Remarks:

(i) Pursuant to requisite provisions as laid down in the SEBI (Issuance of Capital and Disclosure Requirements) Regulations, 2018 out of overall issue ofRs.25,00,00,090/-, the receipt of an amount aggregating toRs.18,70,00,045/- (74.80% consideration upfront of Issue Size) was approved vide circular resolution of the Board of Directors of the Company on 31^st March 2025 considering the allotment of 49,48,537 Convertible Warrants on preferential basis to certain identified non-promoter persons/entity ("Allottees"). The details of the remaining 25.20% amounting toRs.6,30,00,045/- were received in the month of April/May 2025 and accordingly pursuant to the option exercised by the Allottees the entire said Warrants were converted into Equity Shares and were allotted to them in the Board Meeting held on 27^th May 2025;

(ii) The entire proceeds of the preferential issue, which were received during the 4^th quarter of Financial Year 2024-25 (initial subscription) and 1^st quarter of Financial Year 2025-26 (balance subscription) were fully utilized as mentioned in the table hereinabove and which have been duly taken note at the Audit Committee and Board Meeting held on 12^th August 2025 and accordingly this Statement shall be discontinued from the beginning of the 2^nd quarter of Financial Year 2025-26 as the same shall no longer be required for reporting purposes

DETAILS REGARDING VARIATION OR DEVIATION, IF ANY, ON PROCEEDS FROM PREFERENTIAL ALLOTMENT(s)

In furtherance to the details mentioned in this Boards Report titled "details regarding utilization of funds raised through Preferential allotment", we would like to inform further that there were no variation or deviation on proceeds from preferential allotment(s).

ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Indian Terrain Fashions Limited ("ITFL") has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism.

The Vigil Mechanism is supervised by the Audit Committee and the whistle blower has direct access to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is available on the Companys website at https://www.indianterrain. com/pages/investor-information.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Prevention of Insider Trading with a view to regulating trading in securities by the Promoters, Directors and Designated Persons of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Promoters, Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MAINTENANCE OF COST RECORDS:

The Central Government has not specified maintenance of cost records under Section 148(1) of the Companies Act 2013 and necessary Rules framed thereunder in respect of the Companys product segment.

RISK MANAGEMENT POLICY:

The Board has adopted and implemented a suitable Risk Management Policy for the company which identifies, assesses and mitigates therein different elements of risk which may threaten the existence of the company viz. strategic, financial, liquidity, security, regulatory, legal, reputational and other risks.

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards viz. SS - 1 (Meetings of the Board of Directors) and SS - 2 (General Meetings) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

The Company has Internal Control Systems commensurate with the size, scale and complexity of its operations. The Board has devised systems, policies, procedures and frameworks for the internal control which includes adherence to companys policy, safeguarding assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.

The Auditors of the Company have verified the internal financial control systems prevailing in the organization and confirmed the effectiveness of the same in their report for the Financial Year 2024-25.

RECOMMENDATIONS OF AUDIT COMMITTEE:

All the recommendations of the Audit Committee during the Financial Year 2024-25 have been accepted by the Board of Directors.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

Pursuant to Section 139(2) of the Companies Act 2013, M/s. SRSV and Associates, Chartered Accountants (Firm Regn No: 015041S), were appointed as the Statutory Auditors of the Company, for second and final term of 5 (five) consecutive years, at the 15^th Annual General Meeting held on 16^th September 2024 till the conclusion of 20th Annual General Meeting of the Company to be convened in the year 2029.

The Financial Statements of the Company including its Balance Sheet, Statement of Profit and Loss, Cash Flow Statement along with the notes and schedules for the Financial Year 2024-25 have been audited by M/s SRSV & Associates, Chartered Accountants. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. Also, pursuant to Regulation 34(2) of SEBI (LODR) Regulations, 2015, the statement on impact of Audit Qualifications as stipulated in Regulation 33(3)(d) shall not be applicable. The Independent Auditors Report is enclosed with the financial statements in this annual report.

Secretarial Auditors:

Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and under Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors had appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March 2025 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/comments of the Board. The Secretarial Audit Report is annexed as Annexure - III to this Report.

Pursuant to Regulation 24(A) of the SEBI (LODR) Regulation, 2015 and as per the requirements of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Audit committee, the Board of Directors had proposed the appointment of M/s. BP & Associates, Practising Company Secretaries (Firms Registration No. P2015TN040200), as a Secretarial Auditors of the Company for a first term of 5 (five) consecutive years from the conclusion of 16^th Annual General Meeting until the conclusion of 21^st Annual General Meeting, subject to the approval of Shareholders at the ensuing 16^th Annual General Meeting which is mentioned in the Notice of AGM.

Internal Auditors:

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) of the Companies Act 2013 and as recommended by the audit committee M/s. RVKS & Associates, Chartered Accountants, Chennai was re-appointed as the Internal Auditors of the Company for the financial year 2024-25 by the Board.

The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed every quarter in consultation with the Audit Committee. These audits are based on risk-based methodology and inter alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the financial year for corrective action. The Audit Committee oversees the functions of the Internal Auditors.

REPORTING OF FRAUD(S) BY THE AUDITORS:

During the Financial Year 2024-25, the Statutory Auditors, Secretarial Auditors, Internal Auditors have not reported any fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators or Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance along with Management Discussion & Analysis as stipulated under the Listing Regulations forms an integral part of this Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as stipulated in Schedule V read with Regulation 34(3) of the SEBI (LODR) Regulations, 2015.

DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE:

As stated in the provisions of Companies Act 2013 and necessary Rules framed thereunder, we would like to inform that the Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, during the year, there were no complaints received pursuant to the provisions of the POSH Act as detailed below:

Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety (90) days	Nil

DISCLOSURE PERTAINING TO MATERNITY BENEFIT ACT 1961:

The Company would like to inform that it has complied with the provisions pertaining to the Maternity Benefit Act, 1961.

REGISTERED OFFICE OF THE COMPANY:

The Registered Office of the Company is situated at "Survey No.549/2 & 232 Plot No.4, Thirukkachiyur & Sengundram Industrial Area Singaperumal Koil, Post, Chengalpattu-603 204, Tamil Nadu".

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134 of the Companies Act, 2013, with respect to Directors responsibility statement it is hereby confirmed that:

1. in the preparation of the annual accounts applicable accounting standards has been followed and there is no material departure from the same;

2. the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e., 31^st March 2025 and of the profit of the Company for that period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a going concern basis;

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

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

AWARDS AND RECOGNITION:

During the year, your company was awarded with Most preferred high street fashion brand - Mens at Lulu Fashion week 2025.

ANY APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ENDED 31^st MARCH 2025:

There was no such application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) in respect of the Company during the financial year ended 31^st March 2025.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There were no such instances of One-time Settlement with any Bank or Financial Institutions during the Financial Year ended 31^st March 2025.

PERSONNEL:

The employee relations have been very cordial during the financial year ended 31^st March 2025. The Board wishes to place on record its appreciation to all its appreciation to all its employees for their sustained efforts and immense contribution to the high level of the Company, which comprises of young passionate driven professionals committed to achieve the organizational goals.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the Investors, bankers, business associates, regulatory authorities, customers, dealers, vendors, shareholders and other stakeholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.

	For and on behalf of the Board of Directors
	Indian Terrain Fashions Limited
	sd/-
Date: 12th August, 2025	Venkatesh Rajagopal
Place: Chennai	Chairman & Whole Time Director
	(DIN: 00003625)