Indian Terrain Fashions Limited concluded its 17th Annual General Meeting on September 9, 2026. Shareholders approved the audited standalone financial statements for FY26 and reappointed Mrs. Rama Rajagopal to the board.

The meeting commenced at 11:00 am and ended at 11:38 am via video conferencing. Fifty-eight members holding 1,76,30,724 equity shares attended virtually. No proxies were appointed.

Board and Management Attendance

The Chairman & Whole-time Director, Mr. Venkatesh Rajagopal, chaired the proceedings. Other directors present included Managing Director & CEO Mr. Charath Ram Narsimhan and Independent Director Mr. Tarique Ansari.

Statutory Auditors M/s. SRSV & Associates and Secretarial Auditors M/s. BP & Associates were also present.

Voting Results

Remote e-voting via Central Depository Services India Ltd (CDSL) ran from September 4 to September 8, 2026. The scrutiniser’s report confirmed that all three resolutions were passed with the requisite majority.

Resolution 1: Adoption of Financial Statements

The ordinary resolution to adopt the FY26 standalone financial statements received overwhelming support. Promoter group shareholders, holding 1,59,84,648 shares, voted 100% in favour. Public non-institutional shareholders polled 14,53,733 votes, with 99.98% in favour and only 224 votes against.

Resolution 2: Reappointment of Mrs. Rama Rajagopal

The ordinary resolution for the reappointment of Mrs. Rama Rajagopal, who retires by rotation, saw higher dissent from public shareholders. While promoters voted 100% in favour (76,17,718 votes), public non-institutional shareholders cast 8,439 votes against the resolution, representing 0.58% of their polled votes. The resolution passed with 99.91% overall support.

Resolution 3: Continuation as Non-Executive Director

The special resolution to continue Mrs. Rajagopal’s appointment as a Non-Executive and Non-Independent Director was voted on exclusively by public non-institutional shareholders, as the promoter group did not vote on this item. It passed with 99.42% support, with 8,439 votes recorded against.

What the Numbers Show

Promoter participation varied significantly across resolutions. The promoter group cast full votes (1,59,84,648 shares) on the adoption of financial statements but abstained from voting on the special resolution regarding Mrs. Rajagopal’s continued tenure as a non-executive director. This abstention shifted the voting weight entirely to public non-institutional shareholders for the third resolution, where they demonstrated near-unanimous support despite minor dissent.

Indian Terrain Fashions Limited delivered a significant operational turnaround in the quarter ended June 30, 2026 (Q1FY27), with EBITDA surging 233.5% year-on-year to ₹7.57 crore. Revenue from operations rose 18.8% to ₹81.74 crore, while gross margin expanded by 193 basis points to 41.0%. This improvement was driven by disciplined merchandise planning, a favorable channel mix, and optimized inventory management, leading to a return to positive Profit Before Tax (PBT) of ₹0.14 crore, reversing a loss of ₹6.04 crore in the corresponding quarter last year.

The Board of Directors approved the unaudited standalone financial results at a meeting held on August 1, 2026. In compliance with Regulation 30 and Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company published the results in Business Standard and Tamil Murasu newspapers on August 3, 2026. The Board also fixed the tentative date for the 17th Annual General Meeting (AGM) on September 10, 2026, at 11:00 AM IST, to be conducted via Video Conferencing or Other Audio Visual Means (OAVM). The record date for determining shareholder eligibility is September 3, 2026, with share transfer books closed from September 4 to September 10, 2026.

Channel Performance and Revenue Mix

Growth was broad-based across key channels, with Online sales emerging as a major growth driver. Online revenue jumped 1,110.6% to ₹10.76 crore from ₹0.89 crore in Q1FY26, increasing its share of total revenue from 1% to 13%. Large Format Outlets (LFO) grew 34.2% to ₹14.73 crore, lifting their share to 18%. Exclusive Factory Outlets (EFO) saw a 24.5% increase to ₹9.07 crore. In contrast, Multi-Brand Outlets (MBO) declined 20.1% to ₹12.74 crore due to the deferment of certain planned dispatches into the following quarter. Exclusive Brand Outlets (EBO) grew modestly by 3.6% to ₹31.82 crore.

Working Capital and Operational Efficiency

The company demonstrated improved working capital efficiency, with gross working capital days reducing by 33 days year-on-year to 294 days from 327 days. Inventory days improved to 65 days from 81 days in Q1FY26, reflecting better inventory optimization. Receivable days decreased to 229 from 246. Operating EBITDA rose to ₹6.08 crore (7.4% margin) from ₹1.01 crore (1.5% margin), highlighting strong operating leverage. Rolling twelve-month revenue reached ₹391 crore, and the network stood at 176 exclusive doors.

Corporate Governance Updates

Based on the recommendations of the Nomination and Remuneration Committee, the Board recommended the re-appointment of Mrs. Rama Rajagopal (DIN: 00003565) as Non-Executive Non-Independent Director. She retires by rotation and, being eligible, offers herself for re-appointment for approval by shareholders at the ensuing 17th AGM. Initially appointed on September 29, 2009, her current tenure is valid until November 9, 2026. If approved, her re-appointment will be effective from November 10, 2026, to November 9, 2031. Mrs. Rajagopal is the spouse of Mr. Venkatesh Rajagopal, Executive Chairman & Whole-time Director.

What the Numbers Show

The divergence between operational profitability and net loss remains a key observation. While Indian Terrain achieved a positive PBT of ₹0.14 crore, signaling stabilized core operations, the net loss of ₹0.83 crore is entirely attributable to deferred tax expenses. This indicates that cash-generating ability from operations has improved significantly, but tax liabilities continue to pressure the final net result. The dramatic shift in revenue mix, with Online sales growing over 1,100% and MBOs declining, suggests a strategic pivot towards higher-margin direct-to-consumer and large-format channels. Investors should monitor whether this operating profitability can be sustained and expanded to fully offset tax impacts in subsequent quarters.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE611L01021/3efc50019e8044d2.pdf