Directors Report of Indian Terrain Fashions Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors hereby present the 9th Annual Report of the Company together with the Audited Financial statements of the Company for the financial year ended 31^st March, 2018.

OVERVIEW OF FINANCIAL PERFORMANCE

The Company recorded a growth in revenues of 23.18% in FY 2018. The revenues for the year stood at Rs. 401.45 Crores as against Rs. 325.91 Crores in the previous year. The operating margins excluding the one-time impact of compensation for increase in GST was at 12.35% against 12.28% in the previous year. The Gross EBITDA margins including the impact on GST and other income was at 12.54% against 13.91%. The profit before taxes for the year was up by 17.60% and stood at Rs. 39.10 Crores and net profit after taxes was at Rs. 25.44 Crores which is up by 11.38% from previous year''s net profits of Rs. 22.84 Crores. The total comprehensive income was at Rs. 25.19 Crores against Rs. 22.89 Crores in the previous year.

To avoid repetition of information, a detailed discussion on the performance of the Company is given in the Management Discussion and Analysis Report which forms part of this Board''s report.

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 16^th February, 2015 which is applicable to the Company from 01^s April, 2017 with a transition date of 01April, 2016.

CHANGES TO SHARE CAPITAL

During the year under review, there were no changes to the share capital of the Company.

DIVIDEND

The Board of Directors with a view to conserve financial resources have not recommended any dividend for the financial year ended 31^st March, 2018.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the reserves.

DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013

The disclosure with regard to voting rights not exercised directly by the employees of the Company as required under Section 67(3)(c) of Companies Act, 2013 read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable to the Company.

DEPOSITS

The Company has not accepted any deposits within the ambit of Section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended 31^s March, 2018 forms part of this annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with the related parties during the financial year were in the ordinary course of business and at Arm''s length basis. The details of such transactions are disclosed in the notes to accounts. The Company has framed a policy on Related Party Transactions and the same is available in the Company''s website www.indianterrain.com.

The details of related party transactions pursuant to Section 134(3)(h) of Companies Act, 2013 is disclosed in Form No. AOC-2 as ANNEXURE-II

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis which forms part of this report are set out separately along with the Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for the Board of directors and Senior Management personnel of the Company. The Code of Conduct is available on the Company''s website www.indianterrain.com. The Board of directors and senior management personnel have affirmed compliance with the Code of conduct as on 31^st March, 2018.

As required under Regulation 34(3) and Schedule V(D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Mr. Venkatesh Rajagopal Chairman and Managing director to this effect is annexed to the report on corporate governance, which forms part of this annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of Directors have adopted a policy on CSR as recommended by the CSR committee duly constituted and the said policy is available on the Company''s website www.indianterrain.com. The composition and terms of reference of the CSR Committee is detailed in the Corporate Governance report forming part of this annual report.

An update on the policy on Corporate Social Responsibility and activities of the Company is provided in ANNEXURE-V annexed to this annual report.

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism for the directors and employees to report concerns about unethical behavior, actual or suspected frauds or violation of the Company''s code of conduct and ethics. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees and directors is available in the Company''s website i.e., www.indianterrain.com.

EMPLOYEE STOCK OPTION PLAN (ESOP)

During the financial year ended 31^s March, 2018 there were no pending options to be vested or exercised.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL RE-APPOINTMENT OF WHOLE TIME DIRECTOR

Mrs. Rama Rajagopal (DIN: 00003565) was re-appointed as the Executive director of the Company by the Shareholders at the 7^th Annual General Meeting of the Company held on 30^th September, 2016 for a period of 3 years with effect from 1^s October, 2016 as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company at their meeting held on 1August, 2016.

In accordance with the provision of Section 152 of the Companies Act 2013, Mrs. Rama Rajagopal retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. A brief resume, nature of expertise, disclosure of relationships between directors inter-se, details of directorships held in other Companies of the director proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 (SS-2) and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the notice of the annual general meeting.

APPOINTMENT OF MR. KALPATHI SUBRAMANIAN SURESH AS AN ADDITIONAL DIRECTOR (INDEPENDENT DIRECTOR) OF THE COMPANY

Mr. Kalpathi Subramanian Suresh (DIN: 00526480) was appointed as an Additional Director (Independent Director) of the Company by the Board of Directors with effect from 28^th May, 2018 as recommended by the Nomination and Remuneration Committee who holds office upto the date of the ensuing annual general meeting subject to regularization by the shareholders of the Company.

KEY MANAGERIAL PERSONNEL CHIEF FINANCIAL OFFICER

Mrs. L. Visalakshi was appointed by the Board of Directors as the Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 27^th May, 2017 as recommended by the Audit Committee in accordance with Section 203 of Companies Act, 2013 in place of Mr. M. Thiyagarajan who resigned from the position with effect from 26^th May, 2017.

COMPANY SECRETARY AND COMPLIANCE OFFICER

Mr. Ravi B.S.G was appointed by the Board of directors as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 28^th November, 2016 in accordance with Section 203 of Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from the Independent Directors of the Company confirming that they continue to meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013, Regulation 25 and 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, an extract of the Annual Return in the prescribed Form MGT-9 is annexed as ANNEXURE- III.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The Board of Directors met 05 (five) times during the financial year ended 31^st March, 2018 i.e., on 8^th April, 2017, 26^th May, 2017, 8^th September, 2017, 14^th December, 2017 and 13^th February, 2018. The gap between the Board meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The particulars of meeting of all Committees held during the financial year ended 31^s March, 2018 are disclosed in the Corporate Governance report forming part of this annual report.

AUDIT COMMITTEE

Pursuant to Section 177(8) of Companies Act 2013, the particulars relating to the composition and all other details about Audit Committee have been detailed in the Corporate Governance Report forming part of this annual report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE POLICY

Pursuant to the provisions of Section 178(4) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Nomination and remuneration committee policy of the Company as stated hereunder:

The Remuneration policy of the Company has been structured to match the market trends of the industry, qualifications and experience of the employee and responsibilities handled by them.

The Policy inter alia provides for the following:

a) attract, recruit, and retain good and exceptional talent;

b) list down the criteria for determining the qualifications, positive attributes, and independence of the directors of the Company;

c) ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven, motivates them, recognises their merits and achievements and promotes excellence in their performance;

d) motivate such personnel to align their individual interests with the interests of the Company, and further the interests of its stakeholders;

e) ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board; and

f) fulfill the Company''s objectives and goals, including in relation to good corporate governance, transparency, and sustained long term value creation for its stakeholders.

Particulars pertaining to the constitution of the Nomination and remuneration Committee and its terms of reference have been detailed in the Corporate Governance report forming part of this annual report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements forming part of this annual report.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had carried out an annual evaluation of the Board as a whole, various Committees, directors individually and the Chairman. Performance of the Board and Board committees were evaluated on various parameters such as structure, composition, quality, diversity, experiences, competencies, performance of specific duties and obligations, quality of decision making and overall board effectiveness.

The Performance of the individual directors was evaluated on parameters, such as meeting attendance, participation and contribution, responsibility towards stakeholders and independent judgment. The Chairman and Managing Director was evaluated on certain additional parameters, such as performance of the Company, leadership, relationships, communication, growth, recognition, achievements and awards received by the Company.

The statement including the manner in which the evaluation exercise was conducted is included in the Corporate Governance report forming part of this annual report.

REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014

Change in nature of business, if any: NIL

Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: NIL

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any orders / notices from the regulators/ courts/ tribunals impacting the going concern status and future operations of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has an adequate internal financial controls with reference to financial statements which commensurate with the size, scale and complexity of its operations.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman and Managing Director. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial controls in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. A report of auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of internal financial controls with reference to financial statements is annexed with the Auditors report.

During the year ended 31^st March, 2018, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Company has put in place adequate internal financial controls with reference to financial statements. The Audit Committee and Board of Directors of the Company were appraised on the performance of the internal financial controls.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk Management Policy which lays down the framework to define, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company. During the year under review, the Company has not identified any element of risk which may threaten the existence of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities, the working of the Company, nature of the Industry in which the Company operates, business model, etc. The details of the familiarization programme are explained in the Corporate Governance report and also available on the Company''s website www.indianterrain.com.

AUDITORS STATUTORY AUDITORS

M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s. CNGSN & Associates LLP, Chartered Accountants, Chennai, are the Joint Statutory Auditors of the Company.

The Statutory Auditors were appointed in the 8^th Annual General Meeting of the Company to hold the office till the conclusion of the 10^th Annual General Meeting subject to ratification of the shareholders at every Annual General Meeting. The item related to ratification for appointment of Statutory Auditors by members at this Annual General Meeting is done away with vide notification dated 07^th May, 2018 issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of Statutory Auditors, who were appointed in the Annual General meeting held on 25^th September, 2017.

The financial statements of the Company including its Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, notes and Schedules to the accounts for the financial year ended 31^st March, 2018 have been audited by M/s. Anil Nair & Associates, Chennai and M/s CNGSN & Associates LLP, Chennai. The Statutory Auditors'' Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. The Independent Auditors'' Report is enclosed with the financial statements in the annual report.

SECRETARIAL AUDITOR

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. 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 2017-18. The Secretarial Audit Report for the financial year ended 31^st March, 2018 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-IV forming part of this Annual Report.

INTERNAL AUDITOR

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 2017-18.

The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each 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 work of the Internal Auditors.

LISTING FEE

The Equity shares of the Company are listed on the stock exchanges viz., BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE). The Company has paid the applicable listing fees to the stock exchanges within the stipulated time.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of directors and employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as ANNEXURE-I.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company firmly provides a safe, supportive and friendly workplace environment -a workplace where our values come to life through the underlying behaviors. Positive workplace environment and a great employee experience are integral parts of our culture.

The Company has zero tolerance towards sexual harassment at work place. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Non-discrimination at Work Place in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

An Internal Complaints Committee (ICC) had been set up to redress the complaints received from women regarding sexual harassment and discrimination at workplace.

During the year ended 31^s March, 2018, ICC did not receive any complaint pertaining to sexual harassment / discrimination at various work locations.

DISCLOSURE REGARDING FRAUDS

The Statutory Auditors of the Company has stated that there was no material fraud by the Company or on the Company by its officers or employees was noticed or reported during the course of our audit in their Independent Auditors Report which forms part of this Annual Report. Hence, there is no requirement to report the same to Audit Committee or Board of Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the directors on the basis of information made available to them, confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis.

e) 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.

f) the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, external consultants, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

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 equipments

B. Technology absorption:

Efforts made for technology absorption
Benefits derived
Expenditure on Research &
Development, if any
Details of technology imported, if any	Not Applicable
Year of import
Whether imported technology fully
absorbed
Areas where absorption of imported
technology has not taken place, if any

C. Foreign Exchange Earning and Outgo:

a. Total Foreign exchange earned : Nil

b. Total Foreign exchange outgo : Rs. 14.93 Crores

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards i.e. SS-1 for ''Meetings of the Board of Directors'' and SS-2 for ''General Meetings'' which are prescribed by the Institute of Company Secretaries of India (ICSI) as per Companies Act, 2013.

PERSONNEL

The employee relations have been very cordial during the financial year ended 31^st March, 2018. The Board wishes to place on record its appreciation to all its employees for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The management team of the Company comprises of young passionate driven professionals committed to achieve the organizational goals.

ACKNOWLEDGEMENT

The directors place on record their high appreciation and contribution made every member of the Indian Terrain family. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, retailers, business partners, investors, regulatory and government authorities.

For and on Behalf of the Board

sd/-

Venkatesh Rajagopal

Place: Chennai Chairman & Managing Director

Date: 28^th May, 2018 (DIN: 00003625)

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Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the 6th Annual Report together with the audited accounts of your Company for the year ending 31st March 2015.

Industry and Business Performance

The outlook for India is for economic strengthening through higher infrastructure spending, increased fiscal devolution to states and continued reforms to financial and monetary policy. The government underscored its intention to move steadily to tackle politically difficult structural issues that have stalled investment and limited economic performance in recent years. Growth picked up in 2014, inflation markedly declined and the external position was comfortable, helped by positive policies and lower global oil prices.

The opportunities for growth in India continue to be immense across all consumer categories. This fact is also reflected in high levels of competitive intensity in the marketplace. India's consumer confidence continues to remain robust.

The total apparel retail market is worth USD 54.08 bn (Rs.324500 crs) and is growing at 20-21%. It is expected to be worth USD 94.13 bn (Rs.564972 crs) by 2017.

Modern retail is estimated at 43.1% of this total market and is expected to grow by much higher growth rate. There has been no slowing down in modern retail and the industry estimates that it will be growing at 30-40%.

The growth was primarily driven by the surge in demand for readymade apparel in semi-urban areas, rising income levels, youth population, rising influence of the social media and increasing preference for branded apparel.

Your Brand being positioned as a premium, smart casuals brand today has a presence in 200 towns and cities. The growing popularity of the Brand with a strong customer connect enabled the Company to achieve the revenues of over Rs.290 crs, a growth of 25.14% from previous year.

Profit before Interest, Depreciation and Tax was up by 40.19 % and stood at Rs.34.29 crs as against Rs.24.46 crs previous year. The Net Profit After Tax stood at Rs.17.97 crores vis-a-vis Rs.9.88 crores representing whopping 81.90% increase for 31st March 2015.

Rs. in Crores

FY 2014-15 FY 2013-14

Revenue From Operations 290.41 232.06

Gross Profit / (Loss) before interest and 34.30 24.46 depreciation

Interest 8.63 9.50

Profit / (Loss) before 25.67 14.96 depreciation and tax

Depreciation 2.92 2.46

Profit / (Loss) before tax 22.75 12.50

Provision for Taxation 4.77 2.62

Profit / (Loss) after tax 17.98 9.88

Balance brought forward from 20.77 10.89 previous year

Less: Value of LTO 0.67 - assets Written off

Balance carried to 38.07 20.77 Balance Sheet

Raise of Capital through Qualified Institutional Placement

The year under review was remarkable and marked a great momentum in paving the way for the future direction of the Company. Your Company raised Rs.75 crs as equity to provide the necessary capital to fuel the future growth through Qualified Institutional Placement during January 2015.

Your Company issued 14.12 lakh shares at Rs.531/- each aggregating to Rs.75 crs to domestic and international funds.

Consequent to the same, your Company's Paid-Up Share Capital increased by Rs.1.41 crs and the Securities Premium account increased by Rs.71.41 crs (after deduction of share issue expenses). The additional shares of 14.12 lakhs were admitted for listing in the National Stock Exchange of India Limited and Bombay Stock Exchange Limited on February 03 2015.

Dividend

With a view to conserve the resources, the Board of Directors have not recommended any Dividend for the current financial year.

Finance and Accounts

Your Company has a portion of Accumulated losses and unabsorbed depreciation transferred pursuant to Demerger and hence the Company is not liable to Current Tax. However, the Company has charged the Minimum Alternate Tax (MAT) of Rs.4.77 crores to Profit and Loss Account and has not considered MAT credit Entitlement as an asset as a matter of prudence.

During the year under review, your company realigned its Depreciation Policy in accordance with Schedule II, Companies Act, 2013. Consequently with effect from 1st April 2014, the carrying value of assets is now depreciated over its revised remaining useful life. Where the remaining useful life of the assets is NIL as on 1st April 2014, carrying value of assets amounting to Rs.67.46 lakhs has been adjusted against opening reserves.

Your Company has settled the dues of HDFC Bank in full during the year under review. Also your Company has prepaid the term loans of State Bank of India. The Company presently avails only working capital facilities from State Bank of India.

The company has not accepted any deposits within the meaning of Section 73 of the Companies Act 2013.

Cash flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March 2015 is annexed hereto.

Related Party Transactions

All the transactions with the Related Parties are in the Ordinary Course of Business and on Arm's length basis. The details on Related Party Transactions have been disclosed in the notes to accounts. Your Company has framed a policy on Related Party Transaction and the same has been displayed on the Company's website www. indianterrain.com

The details of related party transactions pursuant to clause (h) of sub- section (3) of section 134 of the Act is enclosed in form no. AOC-2 as Annexure-2

Corporate Governance Report

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 as stipulated under Clause 49 of the Listing Agreement forms a part of the Annual Report.

The requisite certificate from the Auditor, M/s CNGSN & Associates confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms a part of this report.

Management's Discussion and Analysis Report

A detailed review on the operations and performance of the Company along with the outlook is presented separately under the Management Discussion and Analysis Report which forms part of this Annual Report.

Compliance with Code of Conduct

Your Company has put in place a Code of Conduct for its Board Members and Senior Management Personnel. Declarations of Compliance with Code of Conduct have been received from all the Board Members and Senior Management Personnel. A Certificate to this effect from Mr. V. Rajagopal, Chairman and Managing Director forms part of this Report.

Corporate Social Responsibility (CSR)

Your Company has constituted a Corporate Social Responsibility Committee and the Board has adopted a CSR Policy as recommended by the Committee. The CSR policy is available in the Company's website www.indianterrain.com. The particulars relating to CSR committee and policy have been detailed in Corporate Governance Report.

A sum of Rs.13.25 lakhs had been contributed to Prime Minister's Swatch Bharath Scheme for the year ended 31st March 2015.

Establishment of Vigil Mechanism

Your Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been adopted by the Board Members. The Whistle Blower Policy covering all employees and directors is hosted on the Company's Website www.indianterrain.com

Employee Stock Option Plan (ESOP)

Your Company has introduced Employee Stock Option Plan 2011 in accordance with SEBI ESOP guidelines. The Particulars of the plans are given in a separate statement attached to this report and forms part of it. (Annexure-3)

During the year, the Company pursuant to Employee Stock Option Plan 2011 has allotted 82,500 equity shares on conversion of options exercised by the employees. Pursuant to the same, your Company's Share Capital increased by Rs.8.25 lakhs and the Securities Premium Account increased by Rs.73.43 lakhs

Directors

In accordance with the provisions of Section 152 of the Companies Act 2013, Mrs. Rama Rajagopal retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure--4"

Meeting of Board

The particulars relating to the meeting of Board of Directors has been detailed in Corporate Governance Report which forms part of the report

Key Managerial Personnel

To comply with requirement of Section 203 of the Companies Act, Mr. V.Rajagopal, Chairman & Managing Director, Mr. M. Thiagarajan, CFO and Mr. J Manikandan, Company Secretary have been designated as the Key Managerial Personnel of the Company.

Remuneration Policy

The particulars relating to Directors of remuneration policy has been detailed in Corporate Governance Report which forms part of the report.

Particulars of Loan, Guarantees or Investments

The Company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. The details of the investments made by the company are given in the notes to the financial statements.

Material changes & Commitment, if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relate and the date of the Report - Nil

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Report as per Section 134 read with Rule 8 sub rule 5 of Companies Accounts Rules 2014:

Change in nature of business, if any: Nil

Details of Director or KMP appointed or resigned: Nil (Only designated)

Name of Companies which become or cease to be its subsidiaries, JV or associate during the year – Nil

Details relating to deposits covered under Chapter V of Companies Act 2013: Nil

Details of deposits which are not in compliance with the requirements of Chapter V of Companies Act 2013: Not Applicable

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

The Company was not in receipt of any orders from the regulator / courts / tribunals impacting the going concern status of future operation of the Company. The Company was in receipt of the notice / order from statutory authorities during the year for claims not acknowledged by the company as debts. The details of the same have been provided in Note 27 of the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report which form part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

Familiarisation Programme for Independent Director:

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The details of such familiarization programmes for the Independent Directors are posted on the website of the Company (for details, please visit www. indianterrain.com)

Auditors

M/s. Anil Nair & Associates and M/s. CNGSN Associates LLP, Chartered Accountants, Chennai are the Auditors of the Company. They were appointed in the 5th Annual General Meeting of the Company till the conclusion of third consecutive Annual General Meeting of the Company and subject to ratification by the shareholders at every Annual General Meeting. A motion for ratification will be placed before the Members of the Company in the 6th Annual General Meeting for their approval.

M/s Anil Nair and Associates have applied for re-evaluation of certificate and the process is on-going. As on the date of signing this Balance Sheet, the Chartered Accountant Firm, M/s Anil Nair and Associates is yet to the receive the certificate from the Peer Review Board.

Consequently as a matter of abundant prudence, M/s Anil Nair and Associates have abstained from signing the Balance Sheet of the Company. The Annual Accounts of the Company along with it Balance sheet, statement of Profit and Loss along with Cash flow statement have been audited and signed by CNGSN & Associates, LLP.

Cost Auditor

Since the Company is not in the purview of Cost Audit, the appointment of Cost Auditor under the requirement of the provisions under Section 148 of the Companies Act, 2013 is not required for the financial year 2015-16.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Bhaskar, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure-5".

Listing Fee

The equity shares of your company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Your Company has paid the applicable listing fee to the Stock Exchanges upto date.

Personnel

Employee relations have been very cordial during the year ended 31st March 2015. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of your Company comprises of young passionate driven professionals committed to the organizational goals.

Policy on Prevention of Sexual Harassment of Woman at Workplace:

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Non-discrimination at Work Place in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at workplace.

During the year ended March 31, 2015, the ICC has received no complaints pertaining to sexual harassment / discrimination at work place.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed with explanation related to material departures if any.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Conservation of Energy / Technology Absorption / Foreign Exchange

i. Conservation of Energy:

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.

ii. Technology absorption:

Not applicable.

iii. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned (FOB Value) Rs.0.69 crs

Total Foreign exchange outgo Rs.6.17 crs

Appreciation

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The unstinted efforts of the employees have enabled your Company to achieve its goals during the year. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with the Company as trade partners.

The Directors are sincerely thankful to the esteemed Shareholders, Customers, Banks, Government Departments and Regulatory Authorities for their continued support.

For and on Behalf of the Board

V. Rajagopal

Chennai, 21st May 2015 Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the 5th Annual Report together with the audited accounts of your Company for the year ending 31st March 2014.

Outlook and Business Performance

The year that went by was a challenging one for the retail industry and seen a slowdown in the consumer spending. The GDP growth rate slipped to 5 percent, down from a 10-year average of 7.8 percent. With growth still challenging and underlying economic conditions still uncertain, your Company emerged a stronger brand and stood out in the market place.

Your Company has recorded net revenues of Rs.232 crs (48% growth) for the year ended 31st March 2014 as compared to Rs.157 crs during the previous year. Profit before Interest, Depreciation and Tax was at Rs.24.46 crs as against Rs.15.77 crs during the previous year. Profit before Tax stood at Rs.12.50 crs as compared to Rs.4.79 crs in the previous year and Net Profit after Tax was at Rs.9.88 crs as against a net profit of Rs.4.11 crs last year.

FY 2013-14 FY 2013-14

Revenue From operations 232.06 156.70

Gross Profit / (Loss) before interest and depreciation 24.46 15.77

Interest 9.50 9.54

Profit / (Loss) before depreciation and tax 14.96 6.23

Depreciation 2.46 1.44

Profit/(Loss)beforeExtra-OrdinaryIncome 12.50 4.79

Extra-Ordinary Income

Profit/(Loss)beforetax 12.50 4.79

Provision for Taxation 2.62 0.68

Profit/(Loss)aftertax 9.88 4.11

Balance brought forward from previous year 10.89 6.78

Balance carried to Balance Sheet 20.77 10.89

India''s retail industry is aggressively expanding itself. The retail market is expected to touch a whopping Rs 47 trillion (US$ 782.23 billion) by 2016-17, expanding at a compounded annual growth rate (CAGR) of 15 per cent, according to a study by a leading industrial body.

With the online medium of retail gaining more and more acceptance, there is a tremendous growth opportunity for retail companies, both domestic and international. This has been compounded by easy availability of debit/credit cards which has contributed significantly to a strong and growing online consumer culture in India.

Favourable demographics, increasing urbanisation, nuclear families, purchasing power of consumers, preference for branded products and higher aspirations are some factors which will drive retail consumption in the country.

Your Company is constantly evaluating its strategies and actions and has taken necessary initiatives to meet the demands of the competitive market.

Finance and Accounts

Your Company has a portion of Accumulated losses and unabsorbed depreciation transferred pursuant to Demerger and hence the Company is not liable to Current Tax. However, the Company has charged the Minimum Alternate Tax (MAT) of Rs.2.50 crores to Profit and Loss Account and has not considered MAT credit Entitlement as an asset as a matter of prudence.

The company has not availed any credit facility from any institutions during the year. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act 1956.

Dividend

With a view to conserve the resources, the Board of Directors have not recommended any Dividend for the current financial year.

Cash flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the yearended 31st March 2014 is annexed hereto.

Related Party Transactions

Related Party Transactions have been disclosed in the notes to accounts.

Corporate Governance Report

Report on Corporate Governance along with the Certificate of Auditor, M/s CNGSN & Associates confirming the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms a part of this report.

Management''s Discussion and Analysis Report

Management Discussion and Analysis is presented in a separate section and forms part of this Annual Report.

Compliance with Code of Conduct

Your Company has put in place a Code of Conduct for its Board Members and Senior Management Personnel. Declaration of Compliance with Code of Conduct have been received from all the Board Members and Senior Management Personnel. A Certificate to this effect from Mr. V. Rajagopal, Chairman and Managing Director forms part of this Report.

Share Capital

During the year, the Company pursuant to Employee Stock Option Plan 2011 has allotted 82,500 equity shares on conversion of options exercised by the employees. Consequently, the Share Capital has increased by Rs.8.25 lakhs.

Employee Stock Option Plan (ESOP)

Your Company has introduced Employee Stock Option Plan 2011 in accordance with SEBI ESOP guidelines. The Particulars of the plans are given in a separate statement attached to this report and forms part of it.

Directors

In accordance with the provisions of Section 152 of the Companies Act 2013, Mrs. Rama Rajagopal retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Auditors

M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Cost Auditor

Your Company has appointed M/s Rafi & Associates, Cost Accountants, Chennai as Cost Auditor of your Company for the financial year2014-15.

Listing Fee

The equity shares of your company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Your Company has paid the applicable listing fee to the Stock Exchanges upto date.

Personnel

Employee relations have been very cordial during the year ended 31st March 2014. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of your Company comprises of young passionate driven professionals committed to the organizational goals.

Particulars as per Section 217 of the Companies Act, 1956

A) Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received, your Directors hereby confirm that:

i. In the preparation of the Annual Accounts for the year ended 31st March 2014, the applicable Accounting Standards have been followed and there are no material departures;

ii. The Directors have 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 and of the profit or loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

B) Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and "The Companies (Particulars of Employees) Amendment Rules 2011"

None of the employees have drawn remuneration as specified in the Rules therein.

C) The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given below:

i. Conservation of Energy:

The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption ofenergy on a continuing basis.

ii. Technologyabsorption:

Not applicable.

iii. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned (FOB Value) Rs.0.28 crs Total Foreign exchange outgo Rs.0.50 crs

Appreciation

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The unstinted efforts of the employees has enabled your Company to achieve its goals during the year. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with the Company as trade partners.

The Directors are sincerely thankful to the esteemed Shareholders, Customers, Banks, Government Departments and Regulatory Authorities for their continued support.

For and on Behalf of the Board Dated :20th May 2014 V.Rajagopal

Place : Chennai Chairman & Managing Director

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Mar 31, 2013

Dear Members,

The directors have pleasure in presenting the 4th Annual Report together with the audited accounts of your Company for the year ending 31st March 2013.

Financial Performance

Your Company has recorded net revenues of Rs.157 crs (11% growth) for the year ended 31st March 2013 as compared to Rs.141 crs during the previous year. Proft before Interest, Depreciation and Tax was at Rs.15.77 crs as against Rs.13.05 crs during the previous year. Proft before Tax stood at Rs.4.79 crs as compared to Rs.2.34 crs in the previous year and Net Proft after Tax was at Rs.4.11 crs as against a net proft of Rs.1.77 crs last year.

The fnancial year under review has been a very interesting one with the brand truly establishing itself during the course of the year and becoming a brand of choice. There have been good improvements in the operating parameters of the Company which has resulted in incremental EBITDA margins. With the excise duty on branded apparel garments made optional from 1st March 2013, the brand is expecting a further boost on the operating performance.

The Indian retail story looks quite strong with India''s rapidly growing consuming class, particularly the consumption of middle-class which is witnessing a secular growth. The brand is all set for good growth over the next 2-3 years and will reach newer heights with continued thrust on product and expansion. The established presence in Metros and Tier-I cities and the continued penetration into Tier-II and Tier-III cities will fuel its growth trajectory. Your Company will hit on every opportunity yet in a cautious manner.

Finance and Accounts

Your Company has a portion of Accumulated losses and unabsorbed depreciation transferred pursuant to Demerger and hence the Company is not liable to Current Tax. However, the Company has charged the Minimum Alternate Tax (MAT) of Rs.0.96 crores to Proft and Loss Account and has not considered MAT credit Entitlement as an asset as a matter of prudence.

The company has not availed any credit facility from any institutions during the year. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act 1956.

Dividend

With a view to conserve the resources, the Board of Directors have not recommended any Dividend for the current fnancial year.

Corporate Governance Report

Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with Auditors'' Certifcate on compliance with Corporate Governance is enclosed in the Annual Report and forms part of this report.

Management''s Discussion and Analysis Report

Management Discussion and Analysis is presented in a separate section and forms part of this Annual Report.

Share Capital

During the year, the Company pursuant to Employee Stock Option Plan 2011 has allotted 27,500 equity shares on conversion of options exercised by the employees. Consequently, the Share Capital has increased by Rs.2.75 lakhs.

Employee Stock Option Plan (ESOP)

Your Company has introduced Employee Stock Option Plan 2011 in accordance with SEBI ESOP guidelines. The Particulars of the plans are given in a separate statement attached to this report and forms part of it.

Directors

Pursuant to Section 255 of the Companies Act, 1956, Mr. N.K. Ranganath and Mr. P.S. Raman retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Auditors

M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Cost Auditor

Your Company has appointed M/s Raf & Associates, Cost Accountants, Chennai as Cost Auditor of your Company for the fnancial year 2013-14.

Personnel

Employee relations have been very cordial during the year ended 31st March 2013. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of your Company comprises of young passionate driven professionals committed to the organizational goals.

Particulars as per Section 217 of the Companies Act, 1956

A) Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received, your Directors hereby confrm that:

i. In the preparation of the Annual Accounts for the year ended 31st March 2013, the applicable Accounting Standards have been followed and there are no material departures;

ii. The Directors have 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 fnancial year and of the proft or loss of the Company for that period;

iii. The Directors have taken proper and suffcient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

B) Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and "The Companies (Particulars of Employees) Amendment Rules 2011"

None of the employees have drawn remuneration as specifed in the Rules therein.

C) The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given below:

i. Conservation of Energy:

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.

ii. Technology absorption: Not applicable.

iii. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned (FOB Value) NIL

Total Foreign exchange outgo Rs.0.23 crs

Appreciation

The Directors are sincerely thankful to the esteemed Shareholders, Customers, Banks, Suppliers, Government Departments, other Business Partners and to all its employees for the whole hearted support provided by them to the Company and its Management.

Date : 3rd May, 2013

Place : Chennai For and on Behalf of the Board

V. Rajagopal

Chairman & Managing Director

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Mar 31, 2012

The directors have pleasure in presenting the Third Annual Report of your Company for the year ending 31st March 2012.

Financial Performance

Your Company has recorded total revenues (gross) of Rs.153 crs (25% growth) for the year ended 31st March 2012 as compared to Rs.122 crs (gross) during the previous year. Profit before Interest, Depreciation and Tax was at Rs.13.05 crs as against Rs. 13.07 crs during the previous year. Profit before Tax stood at Rs.2.34 crs as compared to Rs.6.49 crs in the previous year and Net Profit after Tax was at Rs.2.25 crs as against a net profit of Rs.6.31 crs last year.

The financial year under review has been both challenging as well as imperative for your Company. The Brand's core strength of Deep Understanding of Product Positioning, Distribution Pattern and Supply Chain Advantage has enabled the Company to maintain the Operating Margins despite increase in raw material prices and excise duty levy. But the rise in interest costs and the incremental borrowings has taken a blow on the bottom line of your Company.

With the continued thrust on improved performance, the above strengths of the brand will get amplified and will result in better efficiencies in operations.

Finance and Accounts

Your Company has a portion of Accumulated losses and unabsorbed depreciation transferred pursuant to Demerger and hence the Company is not liable to Current Tax. However, the Company has charged the Minimum Alternate Tax (MAT) of Rs.0.47 crores to Profit and Loss Account and has not considered MAT credit Entitlement as an asset as a matter of prudence.

The company has not availed any credit facility from any institutions during the year. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act 1956.

Management's Discussion and Analysis Report

Management Discussion and Analysis is presented in a separate section and forms part of this Annual Report.

Dividend

With a view to conserve the resources, the Board of Directors have not recommended any Dividend for the current financial year.

Directors

Pursuant to Section 255 of the Companies Act, 1956, Mr. N.K. Ranganath and Mr. PS. Raman retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors

M/s. Anil Nair & Associates, Chartered Accountants, Chennai and M/s CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Personnel

Employee relations have been very cordial during the year ended 31st March 2012. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year.

The Management team of your Company comprises of young passionate driven professionals committed to the organizational goals.

Corporate Governance Report

Your Company is in compliance with the standards set out by Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance along with Auditors' Certificate on compliance with Corporate Governance is enclosed in the Annual Report and forms part of this report.

Employee Stock Option Plan (ESOP)

Your Company has introduced Employee Stock Option Plan 2011 in accordance with SEBI ESOP guidelines. The Particulars of the plans are given in a separate statement attached to this report and forms part of it.

Particulars as per Section 217 of the Companies Act, 1956

A) Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received, your Directors hereby confirm that:

i. In the preparation of the Annual Accounts for the year ended 31st March 2012, the applicable Accounting Standards have been followed and there are no material departures;

ii. The Directors have 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 and of the profit or loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

B) Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and "The Companies (Particulars of Employees) Amendment Rules 2011"

None of the employees have drawn remuneration as specified in the Rules therein.

C) The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given below:

i. Conservation of Energy:

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.

ii. Technology absorption:

Not applicable.

iii. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned Rs.0.34 crs (FOB Value)

Total Foreign exchange outgo Rs.0.16 crs

Appreciation

The Directors are sincerely thankful to you - the esteemed shareholders, customers, business partners, commercial banks and all its employees for the valuable support provided by them to the Company and its Management.

For and on Behalf of the Board

V. Rajagopal

Chennai, 15th May 2012 Chairman & Managing Director

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Mar 31, 2011

To the Members,

The directors have pleasure in presenting the Second Annual Report of your Company for the year ending 31st March 2011.

Scheme of Arrangement

Transfer of Domestic Division of Celebrity Fashions Limited Yours Company was incorporated on 29th September 2009 with the objective of taking over the domestic business of Celebrity Fashions Limited (the Transferor Company) under the brand name, Indian Terrain, on a going concern basis vide a Scheme of Arrangement (the Scheme) in accordance with Sections 391 to 394 of the Companies Act, 1956. The Honorable High Court of Madras approved the Scheme between Celebrity Fashions Limited, Indian Terrain Fashions Limited and its respective Shareholders and Creditors vide its order dated 16th August 2010. The Scheme became effective on 3rd September 2010. The Appointed date of demerger is 1st April 2010.

Pursuant to the Scheme, the domestic business of Celebrity Fashions under the brand, Indian Terrain was demerged into Indian Terrain Fashions Limited with effect from 1st April 2010. Celebrity Fashions carried on the business in trust on behalf of the Company from the period 1st April 2010. The frst financial year of active operations for the Company is FY 2010-11.

The Balance Sheet and Profit and Loss Account and related financial statements have been made in accordance with the provisions of the said Scheme.

As per the Scheme, the Committee of the Board of Directors of the Company issued and allotted on 3rd November 2010, 55,81,331 fully paid-up equity shares of Rs.10/- each to the Share holders of Celebrity Fashions Limited whose names appeared in the Register of Members as on the Record Date, viz. 27th October 2010, in the ratio of 2 (two) equity shares of Rs.10/- each for every 7 (seven) equity shares held in Celebrity Fashions Limited.

Further the Original Share Capital of Rs.5,00,000/- (50,000 equity shares of Rs.10/- each) was cancelled and taken to Capital Reserve account.

The equity shares were listed in the National Stock Exchange of India Limited and Bombay Stock Exchange on 11th March 2011.

Financial Performance

Rs. In Crs

Total Income 121.76 Total Expenditure 108.70 EBITDA 13.06 Interest & Finance Costs 5.48 Depreciation 1.09 Profit before Tax 6.49 Provision for Taxation 0.18 Profit after Tax 6.31 Appropriation of Profits - Balance Carried to Balance 6.31 Sheet

Industry Outlook and Operational Highlights

Indian apparel retail sector is one of the important sectors in Indian retail industry. More than 35% of Indian retail sector comprises of apparel retailing. The Indian consumer market is likely to grow four times by 2025. In India, apparel is the second largest retail category, representing 10% of the US $37 bn. Retail market. It is expected to grow 12-15% per year. India has one of the largest numbers of retail outlets in the world.

The branded wear business stakes in India is around Rs.60,000 crores. Predominant amount of business in the sector for the country is through branded retail and this includes all kinds of small and big brands sold through small and big sized retailers. The brand, Indian Terrain as such has recorded an increase of over 50% during the current financial year when compared to its stand alone performance during financial year ending 31st March 2010. The brand crossed the 100 crore turnover mark during the year and ended the financial year with total revenues of Rs.121 crs at a CAGR of 61% since inception.

The Company has opened 20 new exclusive outlets during the year under review. EBITDA for the year stood at 10.80% and Profit after Tax at 5.20%

Finance and Accounts

Consequent to Demerger, the Company will have a portion of Accumulated losses and unabsorbed depreciation transferred and hence the Company will not be subject to Current Tax. However, the provision of Minimum Alternate Tax will be applicable to the Company. An amount of Rs.1.29 crs has been treated as Tax paid in advance and is not charged to Profit and Loss Account. The company has not availed any credit facility from any institutions during the year. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act 1956.

Dividend

This being the frst year of operations for the Company and with a view to conserve the resources, the Board of Directors have not recommended any Dividend for the current financial year.

Directors

The Board of Directors has lost one of its strong resources with the sad and sudden demise of Mr. Raghu Pillai, director of your Company. The Board sincerely places on record his big efforts and immense contribution to the growth of the business. Pursuant to Section 255 of the Companies Act, 1956, Mr. N.K. Ranganath and Mr. P.S. Raman, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Auditors

M/s Anil Nair & Associates, Chartered Accountants, Chennai and M/s CNGSN & Associates, Chartered Accountants, Chennai, the Joint Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Personnel

Employee relations have been very cordial during the year ended 31st March 2011. The Board wishes to place on record its appreciation to all the employees in the company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of our Company comprises of young professionals who are more dynamic and energetic and above all are much committed to the organizational goals.

Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

Particulars as per Section 217 of the Companies Act, 1956

A) Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received, your Directors hereby confrm that:

i. In the preparation of the Annual Accounts for the year ended 31st March 2011, the applicable Accounting Standards have been followed and there are no material departures;

ii. The Directors have 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 and of the profit or loss of the Company for that period;

iii. The Directors have taken proper and suffcient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

B) Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and "The Companies (Particulars of Employees) Amendment Rules 2011"

None of the employees have drawn remuneration as specifed in the Rules therein.

C) The information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given below:

i. Conservation of Energy:

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.

ii. Technology absorption: Not applicable.

iii. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned (FOB Value) Rs.15.13 lakhs Total Foreign exchange outgo Rs. 8.98 lakhs

Appreciation

The Directors are sincerely thankful to you – the esteemed shareholders, customers, business partners, financial / investment institutions, commercial banks and all its employees for the valuable support provided by them to the Company and its Management.

For and on Behalf of the Board

V. Rajagopal

Chennai, 30th May 2011 Chairman & Managing Director