Shareholders meeting

ITFL/SEC/2026-27/AUG/07 18th August 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, G Block, Bandra-Kurla Complex, Mumbai – 400 001 Bandra (East), Mumbai- 400 051 Scrip Code – 533329 NSE Symbol: INDTERRAIN Dear Sir / Madam, Sub.: Submission of Notice convening 17th Annual General Meeting Ref.: Reg. 30 and 34 of SEBI (LODR) Regulations, 2015 As per the captioned subject and reference, we inform that the 17th Annual General Meeting (AGM) of the Company is scheduled to be held on Wednesday, 9th September 2026 at 11:00 AM IST through video conferencing/ other audio-visual means. The Notice convening the 17th AGM of the Company is enclosed. The Annual Report along with the Notice of AGM has been dispatched to all the eligible shareholders as on the cut-off date 14th August 2026 through e-mail mode only. The said Annual Report along with Notice of AGM will be available in the website of the Company at https://www.indianterrain.com/pages/investor-information. In compliance with section 108 of the Companies Act, 2013 and Regulation 44 of SEBI (LODR) Regulations 2015, the Company is providing the facility of Remote E-voting and E-voting at the 17th AGM through Central Depository Services Limited (CDSL) for the resolutions proposed to be passed at the 17th AGM. The remote E-voting shall commence from Friday, 4th September 2026 at 09.00 A.M. (IST) and end on Tuesday, 8th September 2026 at 05.00 P.M. (IST). The cut-off date for determining the eligibility of the Shareholders to cast their vote is Wednesday, 2nd September 2026. This is for your information and records. Kindly acknowledge the receipt of the same. Thanking you, Yours faithfully, For Indian Terrain Fashions Limited Sainath Sundaram Company Secretary & Compliance Officer Encl.: As above INDIAN TERRAIN FASHIONS LIMITED Registered office and Address for communication: Survey No. 549/2 & 232, Plot No 4 Thirukkachiyur & Sengundram Industrial Area, I T NDIAN ERRAIN Singaperumal Koil Post, Chengalpattu – 603204, Tamil Nadu Email ID: response.itfl@indianterrain.com Website: www.indianterrain.com CIN: L18101TN2009PLC073017 Ph: 044 – 4227 9100 INDIAN TERRAIN FASHIONS LIMITED NOTICE OF 17th ANNUAL GENERAL MEETING NOTES: 1. The Ministry of Corporate Affairs in continuation with the Circulars issued To earlier in this regard has vide its General Circular No. 3/2025 dated The Members, 22nd September 2025 (“MCA Circulars) has permitted the holding of the Annual of Indian Terrain Fashions Limited General Meeting (“AGM”) through Video Conferencing (“VC”) / Other Audio [CIN: L18101TN2009PLC073017] Visual Means (“OAVM”), without the physical presence of the Members at a common venue. In compliance with these MCA Circulars, applicable provisions NOTICE is hereby given that the 17th Annual General Meeting (“AGM”) of the Members of the Act (including any statutory modifications or re-enactments thereof for of Indian Terrain Fashions Limited (the “Company”) will be held on Wednesday 09th the time being in force) read with Rule 20 of the Companies (Management and September 2026 at 11:00 AM IST through Video Conference (VC) or Other Audio- Administration) Rules, 2014, as amended and pursuant to Regulation 44 of the Visual Means (OAVM) to transact the following businesses: SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the AGM of the Company is being conducted through ORDINARY BUSINESS VC/OAVM on Wednesday 09th September 2026 at 11:00 AM IST. The registered 1. To receive, consider and adopt the Audited Standalone Financial Statements of office of the Company shall be deemed to be the venue for the AGM. the Company for the Financial Year ended 31st March 2026, together with the reports of Board of Directors’ and Auditors’ thereon: 2. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf To consider and if thought fit, to pass, the following resolution as an Ordinary and the proxy need not be a Member of the Company. Since this AGM is being Resolution: held pursuant to the MCA Circulars through VC/OAVM, physical attendance of “RESOLVED THAT the Audited Standalone Financial statements of the Company for Members has been dispensed with. Accordingly, the facility for appointment the financial year ended 31st March 2026, and Board’s Report and Auditor’s Report of proxies by the Members will not be available for this AGM and hence the thereon be and are hereby considered and adopted.” Attendance Slip and Proxy Form are not annexed to this Notice. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, 2. To appoint a Director in the place of Mrs. Rama Rajagopal (DIN: 00003565), who representatives of the members such as the President of India or the Governor retires by rotation and being eligible, offers herself for reappointment of a State or body corporate can attend the AGM through VC/OAVM and cast To consider and if thought fit, to pass, the following resolution as an Ordinary their votes through e-voting. Resolution: 3. The Members can join the AGM through VC/OAVM mode 30 minutes before “RESOLVED THAT pursuant to section 152 of the Companies Act 2013, and after the scheduled time of the commencement of the Meeting by following Mrs. Rama Rajagopal (DIN: 00003565), who retires by rotation and being eligible the procedure mentioned in this Notice. The facility of participation in the AGM for re-appointment, be and is hereby re-appointed as a Director of the Company through VC/OAVM will be made available for 1000 members on first come first and she shall continue to be the Non-Executive Non-Independent Director of the served basis. This will not include large Shareholders (Shareholders holding Company in accordance with her existing terms of appointment.” 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, SPECIAL BUSINESS Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis. The detailed instructions for joining the 3. Continuation of appointment of Mrs. Rama Rajagopal (DIN: 00003565) as Meeting through VC/OAVM forms part of the Notes to this Notice. Non-Executive and Non-Independent Director 4. The attendance of the Members attending the AGM through VC/OAVM will be To consider and if thought fit, to pass, the following resolution as an SPECIAL counted for the purpose of reckoning the quorum under Section 103 of the Act. RESOLUTION 5. The relative Explanatory Statement pursuant to Section 102 of the Act, “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable setting out material facts concerning the Special Business under Item No 3 provisions, if any, of the Act read with the Companies (Appointment and Qualification of of the Notice, is annexed hereto. Further, the relevant details with respect to Directors) Rules, 2014, and provisions of Regulations 17(1A), 17(1C), 17(1D) of Securities “Directors seeking re-appointment at this AGM” are also provided as Annexure and Exchange Board of India (Listing Obligations and Disclosure Requirements) pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory amendment(s) Standard-2 on General Meetings issued by the Institute of Company Secretaries or modification(s) or re-enactment(s) thereof for the time being in force), relevant of India (ICSI). circulars issued by BSE Limited and National Stock Exchange of India Limited, the Articles of Association of the Company, in terms of Nomination & Remuneration Policy 6. In view of the same and to eliminate all risks associated with physical sha [Showing first 8,000 characters — download PDF for full document]