Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Indian Terrain Fashions Limited

Meeting Details

The voting was conducted through postal ballot with remote e-voting facility, not through a physical meeting. The e-voting period commenced on Wednesday, 29th April 2026 at 9:00 A.M. IST and ended on Thursday, 28th May 2026 at 5:00 P.M. IST.

Proposed Resolutions and Implications

The postal ballot notice dated 21st April 2026 contained three special resolutions:

1. Appointment of Mr. J Suresh (DIN: 10664467) as Non-Executive Independent Director for a term of 5 years up to 20th April 2031. Special approval was sought as he would be beyond the age of 75 years during his term.

2. Re-appointment of Mr. Venkatesh Rajagopal (DIN: 00003625) as Executive Chairman and Whole-time Director for 3 years from 8th August 2026, with remuneration not exceeding:

  • Fixed salary: ₹1,15,20,000 per annum (₹9.60 lakh per month)
  • Variable pay: at least 2% on operating profits
  • Perquisites and allowances as per company policy

3. Re-appointment of Mr. Charath Ram Narsimhan (DIN: 06497859) as Managing Director & CEO for 3 years from 8th August 2026, with remuneration not exceeding:

  • Fixed salary: ₹96,00,000 per annum (₹8.00 lakh per month)
  • Variable pay: at least 2% on operating profits
  • Perquisites and allowances as per company policy

Voting Process and Methods

The Company provided e-voting facility through Central Depository Services (India) Limited (CDSL). The total number of shareholders on the record date (24th April 2026) was 21,605 holding 5,06,67,367 equity shares. Only remote e-voting was used; no physical polling or postal ballot forms were utilized.

Key Voting Outcomes

Resolution 1: Appointment of Mr. J Suresh as Non-Executive Independent Director

  • Total votes cast: 1,74,62,768 (34.4655% of outstanding shares)
  • Votes in favor: 1,74,34,885 (99.84% of votes polled)
  • Votes against: 27,883 (0.16% of votes polled)
  • Promoter group: 1,59,84,648 votes in favor (100% approval)
  • Public non-institutions: 14,50,237 in favor (99.11%) vs 27,883 against (1.89%)

Resolution 2: Re-appointment of Mr. Venkatesh Rajagopal

  • Promoter group was interested in this resolution, so their 1,59,84,648 votes were not considered
  • Total valid votes cast: 14,78,120 (2.9173% of outstanding shares)
  • Votes in favor: 14,50,237 (98.11% of votes polled)
  • Votes against: 27,883 (1.89% of votes polled)
  • All votes came from public non-institutions category

Resolution 3: Re-appointment of Mr. Charath Ram Narsimhan

  • Total votes cast: 1,61,04,090 (31.7839% of outstanding shares)
  • Votes in favor: 1,60,76,207 (99.83% of votes polled)
  • Votes against: 27,883 (0.17% of votes polled)
  • Promoter group: 1,59,84,648 votes in favor (100% approval)
  • Public non-institutions: 91,559 in favor (76.66%) vs 27,883 against (23.34%)

Scrutinizer's Role and Findings

Mr. K. J. Chandramouli, Partner of BP & Associates, was appointed as Scrutinizer. The scrutinizer unblocked the votes on 28th May 2026 in the presence of two witnesses (Mr. Prithvi K Shah and Mr. Sreehari Sandeep Anand) and confirmed that all three resolutions were passed with requisite majority. The scrutinizer maintained electronic registers of votes cast and arranged to hand over these records to the company.

Compliance Confirmation

The process complied with:

  • Sections 108 and 110 of the Companies Act, 2013
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA General Circular No. 03/2025 dated 22nd September 2025
  • Secretarial Standard on General Meetings (SS-2)