DIRECTOR'S REPORT
Dear Members,
Your Directors hereby present herewith the 16th Annual Report of your
Company along with the Audited Financial Statements for the Financial Year ended 31st
March 2025 together with Auditors' Report thereon.
FINANCIAL SUMMARY/HIGHLIGHTS
The Company's financial performance for the year ended 31st 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 COMPANY'S 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 16th February 2015, as amended which is
applicable to the Company from 01st April 2017 with a transition date of 01st
April 2016.
TRANSFER TO RESERVES:
During the Financial Year ended 31st 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 31st 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 men's 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 Company's 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 31st 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 16th 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 16th 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 12th Annual General Meeting of the Company held on 16th
September 2021 for a period of 5 (five) consecutive years commencing from 11th
February 2021 till 10th 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 16th 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 30th
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 01st 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 17th May 2024 and the results of the e-voting declared on 17th
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 30th
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 01st 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 17th May 2024 and the results of the e-voting declared on 17th
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 16th 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 29th
May 2024, 06th August 2024, 19th August 2024, 12th
November 2024 and 12th 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 31st 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 14th 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 proviso's 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 31st 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 arm's 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 Company's 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 31st 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 31st 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 31st
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 Company's 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 31st 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 27th 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 19th 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
15th Annual General Meeting of the Company held on 16th September
2024;
(c) Further, the approval of the Company's application for obtaining in-principle
approval from the Stock Exchange(s) were received on 26th September 2024;
(d) Based on the said approval, the Private Placement Offer cum Application Letter was
circulated to the Identified Investors on 26th 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 01st 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 03rd
October 2024.
(g) The Company had applied and received Listing Approval from the Stock Exchanges i.e.
from NSE on 31st December 2024 and from BSE on 06th January 2025.
(h) The Company has received Trading Approval from the Stock Exchanges i.e. from NSE
and BSE on 20th 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 12th 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 29th 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
Company's Extra-ordinary General Meeting held on 10th March 2025;
(d) Further, the approval of the Company's application for obtaining in-principle
approval from the Stock Exchange(s) were received on 27th March 2025;
(e) Based on the said approval, the Private Placement Offer cum Application Letter was
circulated to the Identified Investors on 27th 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 29th 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 31st
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 27th 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 29th July 2025 and from BSE on 20th June 2025;
(k) The Company has received Trading Approval from the Stock Exchanges i.e. from NSE
and BSE on 11th August 2025.
STATEMENT PURSUANT TO SEBI (LODR) REGULATIONS 2015 AND LISTING AGREEMENT:
Your Company's 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 3rd
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 4th 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 31st 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 27th May 2025;
(ii) The entire proceeds of the preferential issue, which were received during the 4th
quarter of Financial Year 2024-25 (initial subscription) and 1st 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 12th August 2025 and accordingly this Statement shall be
discontinued from the beginning of the 2nd 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 Board's 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 Company's 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 Company's 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 Company's shares and prohibits
the purchase or sale of Company's 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
Company's 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 company's 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 15th
Annual General Meeting held on 16th 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 31st 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 (Firm's Registration No. P2015TN040200), as a Secretarial
Auditors of the Company for a first term of 5 (five) consecutive years from the conclusion
of 16th Annual General Meeting until the conclusion of 21st Annual
General Meeting, subject to the approval of Shareholders at the ensuing 16th
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., 31st
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
Company's 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 31st 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 31st 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 31st March 2025.
PERSONNEL:
The employee relations have been very cordial during the financial year ended 31st
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) |
|