Indian Terrain Fashions Ltd

AGM details

• AGM on 9 September 2026 at 11:00 AM IST via VC/OAVM.
• E-voting window: 4 September 2026 to 8 September 2026; cut-off 2 September 2026.
• Annual Report 2025-26 available at the company website (Investors Information → AGM & Annual Reports).
• Notice and Annual Report accessible on NSE, BSE, and CDSL websites.

Financials

• Revenue from operations ₹377.67 cr; up 10.88% YoY.
• Total revenue ₹381.81 cr.
• EBITDA ₹36.43 cr; strong turnaround from negative prior year.
• Net profit/loss ₹-4.91 cr; improved performance vs prior year.
• EPS (basic) ₹-0.98.

Channel mix & growth

• Stronger channel mix; reduced EBO reliance.
• MBO and franchise-led channels expanding; improved scalability.
• Online ITCOM channel profitability improved via calibrated discounts.

Strategic outlook

• Transformation to sustainable profitable growth; ToC guiding decisions.
• Target ₹500 cr revenue by FY2028 with better margins.
• Focus on brand deepening, omni-channel expansion, and disciplined execution.

Capital structure & liquidity

• Equity capital up to ₹10.13 cr; 50,667,367 shares post-conversion.
• Warrants converted: 49,48,537; ₹0.99 cr capital increase; ₹18.70 cr upfront; remaining ₹6.30 cr.
• Total equity ₹183.92 cr; gearing 45.4%.
• Net debt ₹83.55 cr; undrawn bank lines ₹2.54 cr.
• Covenants complied; no defaults.

Governance & board changes

• Independent Director P S Raghavan died on 24 Nov 2025.
• Mr. Suresh Jandhyala appointed as Independent Director w.e.f. 21 Apr 2026.
• Mrs. Rama Rajagopal reappointed as Non-Executive Non-Independent; continuation approved.
• Board meetings: 4 in FY2025-26; KMP: CFO Sheikh Sahenawaz; CS Sainath Sundaram.

Audit, controls & risk

• Statutory auditors: M/s SRSV & Associates; Secretarial auditors: BP & Associates.
• Audit report: no qualifications; internal controls adequate and effective.
• Ind AS 116 applied; right-of-use assets recognized.
• Risk management policy in place; regular review by Audit Committee.

CSR & sustainability

• CSR policy in place; CSR expenditure not applicable for FY2025-26.
• CSR committee: Rama Rajagopal (Chair), Nidhi Reddy, Venkatesh Rajagopal, Charath Ram.
• Awards: Environmental Impact Award 2026; Fairtrade recognition 2025.
• CSR reporting included as Annexure II; no ongoing CSR projects.

Contingent liabilities & regulatory

• Excise demands ₹0.52 cr; IT demands ₹7.33 cr (AY22-23), ₹2.55 cr (AY23-24), ₹1.78 cr (AY24-25).
• No material orders expected to impact going concern.

AGM Details

• AGM on 9 September 2026 at 11:00 AM IST via VC/OAVM.
• Register of Members and Share Transfer Books closed 3-9 September 2026.
• Remote e-voting from 4 September to 8 September 2026; cut-off date 2 September 2026.
• Notice dispatched 14 August 2026; Annual Report available online.
• AGM conducted through VC/OAVM under MCA/SEBI guidelines; 1000 attendees on first-come basis.

Key Resolutions

• Ordinary: Adopt Audited Standalone Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appoint Rama Rajagopal as Director (Non-Executive Non-Independent).
• Special: Continuation of Rama Rajagopal as Non-Executive Non-Independent Director, effective 10 November 2026.

Director Changes

• Rama Rajagopal to continue as Non-Executive Non-Independent Director, liable to retire by rotation.

Meeting Details

• Board meeting scheduled for 1 August 2026; time and venue are not disclosed.

Key Agenda Items

• Consider and approve unaudited Ind AS financial results for quarter ended 30 June 2026.
• Discuss any other business(es) at the board meeting.

Other Notes

• Trading window closed for designated persons until 3 August 2026 after audited results on 1 August 2026.

Dematerialisation processing and listing status

• Dematerialisation requests processed and confirmed to depositories; securities listed on stock exchanges.
• Physical certificates dematerialised mutilated and cancelled after verification; depository name updated as registered owner within prescribed timelines.

Financial results

• Approved audited standalone financial results for quarter and year ended 31 March 2026.
• Approved standalone statement of assets and liabilities and cash flow statement as at 31 March 2026.
• Statutory auditors issued an unmodified opinion on the audited standalone results.

Board decisions

• Re-appointed M/s. RVKS & Associates as internal auditors for FY 2026-27.

Key disclosures

• Reclassified TReDS and bill discounting balances from trade payables to other financial liabilities.
• Recognised ₹3.95 crore MSME delayed-payment interest during FY 2026.
• Recorded ₹0.58 crore exceptional item for gratuity and compensated absences under new labour codes.