Indian Terrain Fashions Ltd

Dear Members,

Your Directors hereby present herewith the 15^th Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended 31^st March 2024 together with Auditors' Report thereon.

FINANCIAL SUMMARY / HIGHLIGHTS

The Company's financial performance for the year ended 31^st March 2024 and the comparative figures for the previous year are summarized below: (Rs. in crores)

OVERVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:

During the year under review, we faced slight headwinds as we continued to navigate through challenging external environment marked by sluggish consumer spending which has led to drop in sales from our Exclusive Brand Outlets (EBO) and Large Format Outlets (LFO) counters. Furthermore, our online channel has slowed down considerably, reflecting the broader decline in overall consumer spending. Despite these challenges, our Men's wear segment has continued its performance in sustained manner, demonstrating resilience in these weak and sluggish market conditions. Moreover, our strategic focus on enhancing revenue quality through controlled discounts and healthier margins have been pivotal in maintaining our profitability under these tough conditions. Despite these conditions there have been only 8.94% fall in our revenue from operations and were able to sustain the finance cost at the same level.

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^st April, 2017 with a transition date of 01^st April, 2016.

TRANSFER TO RESERVES:

During the Financial Year ended 31^st March 2024, the company had a net loss of

14.66 Crores and accordingly the transfer to reserves does not apply. The reserves at the end of the year 31^st March 2024 was 188.02 Crores as against 202.68 Crores in the previous year.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY & CHANGE IN NATURE OF BUSINESS, IF ANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Further, there were no changes in the nature of the business of the Company.

BUSINESS DEVELOPMENTS PROPOSED:

We remain committed to adapting to the evolving market dynamics as we continue to leverage our strengths in men's wear. We anticipate a shift in customer mindset from unorganized to organized players, driven by the ever-improving standard of living among consumers. This transition presents a significant opportunity for us to capture market share and strengthen our position in the industry. As such, we remain optimistic about the opportunities in the organised retail and e-commerce sectors and consider ourselves well-positioned to capitalise on these growth avenues.

DIVIDEND:

The Board of Directors with a view to conserve financial resources has not recommended any dividend for the financial year ended 31^st March 2024.

UNPAID/ UNCLAIMED DIVIDEND:

In accordance with the provisions of Section 125 of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company to transfer unpaid and unclaimed dividends to the Investor Education and Protection Fund. During the year, there were no unclaimed dividends which had to be transferred to IEPF by the Company.

EMPLOYEE STOCK OPTION PLAN / SCHEME:

During the year under review, the Company has not issued any Equity Shares under Employee Stock Option Plan/Scheme and there were no pending options to be vested or exercised.

REVISION OF FINANCIAL STATEMENT OR THE BOARDS REPORT OCCURRED DURING THE YEAR: Nil

ANNUAL RETURN:

In terms of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, a copy of the annual return in Form MGT-7 is to be placed on the website of the Company. The same is available in the website of the Company https://www.indianterrain.com/ pages/investor-information

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Rama Rajagopal, Non-Executive Non-Independent Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment and the same has been included in the Notice of the 15^th Annual General Meeting for approval of the Shareholders.

During the Financial Year 2023-24, the following were the changes in the composition of the Board of Directors and Key Managerial Personnel of the Company:

(a) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on 19^th May 2023 recommended to the Shareholders for approval of the re-appointment of Mr. Venkatesh Rajagopal (DIN: 00003625) as Chairman and Whole-time Director with effect from 08^th August 2023 for a period of 03 years. Subsequently, it was approved in 14^th Annual General Meeting by the Shareholders of the Company by Ordinary Resolution held on 18^th September 2023;

(b) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on 19^th May 2023 recommended to the Shareholders for approval of the re-appointment of Mr. Charath Ram Narsimhan (DIN: 06497859) as Managing Director & CEO of the Company with effect from 08^th August 2023 for a period of 03 years. Subsequently, it was approved in 14^th Annual General Meeting by the Shareholders of the Company by Ordinary Resolution held on 18^th September 2023;

(c) The Board of Directors in the Meeting held on 19^th May 2023, took note of the cessation of Mr. Kalpathi S. Suresh (DIN: 00526480) Independent Director w.e.f 27^th May 2023;

(d) The Board of Directors in the Meeting held on 14^th August 2023, took note of the resignation of Mr. M Thiyagarajan, Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. 14^th August 2023;

(e) Pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors in the Meeting held on 09^th November 2023, had approved the appointment of Mr. Sheikh Sahenawaz as Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f 09^th November 2023;

(f) The Board of Directors in the Meeting held on 09^th November 2023, took note of resignation of Mr. E Elamugilan as Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company w.e.f 09^th November 2023;

(g) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in the Meeting held on 09^th November 2023, had approved the appointment of Mr. Sainath Sundaram as Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company w.e.f 09^th November 2023;

(h) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on 30^th March 2024 recommended to the Shareholders for approval of the appointment of Mr. P S Raghavan (DIN: 07812320) as Additional Director in the category of Non – Executive, Independent Director in the Board of the Company with effect from 01^st April 2024 for a period of five consecutive years. Subsequently, it was approved through Postal Ballot by the Shareholders of the Company by Special Resolution through e-Voting process which ended on 17^th May 2024 and the results of the e-voting declared on 17^th May 2024;

(i) Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors in its Meeting held on 30^th March 2024 recommended to the Shareholders for approval of the appointment of Mr. Tarique Ansari (DIN: 00101820) as Additional Director in the category of Non – Executive, Independent

Director in the Board of the Company with effect from 01^st April 2024 for a period of five consecutive years. Subsequently, it was approved through Postal Ballot by the Shareholders of the Company by Special Resolution through e-Voting process which ended on 17^th May 2024 and the results of the e-voting declared on 17^th May 2024;

(j) The Board of Directors in its Meeting held on 30^th March 2024 took note of resignation of Mr. Vidyuth Venkatesh Rajagopal (DIN: 07578471) from the position of Joint Managing Director (Key Managerial Person) of the Company with effect from the close of business hours on 31^st March 2024;

(k) The Board of Directors in its Meeting held on 30^th March 2024 took note of the cessation of Mr. N K Ranganath (DIN: 00004044), Independent Director, Mr. Harsh Bahadur (DIN: 00724826), Independent Director and Mr. Manoj Mohanka (DIN: 00128593), Independent Director pursuant to completion of their second and final term with effect from the close of business hours on 31^st March 2024.

Brief profile of the Directors seeking appointment/re-appointment along with the disclosures required pursuant to provisions of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013 and necessary Rules framed thereunder are given in the Notice of the Annual General Meeting, forming part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year, six (6) meetings of the Board of Directors were held on 19^th May 2023, 14^th August 2023, 29^th September 2023, 09^th November 2023, 14^th February 2024 and 30^th March 2024. The particulars of the meetings held and attendance by each Director are detailed in the Corporate Governance Report, which forms a part of this Annual Report. The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India in compliance of Section 118 (10) of the Companies Act, 2013.

INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME:

In terms of the provisions of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished a declaration to the Company stating that they fulfill the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and are not disqualified to act as Independent Directors.

In compliance with Regulation 16(10)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has adopted a policy on familiarisation programme for Independent Directors of the Company. The policy familiarizes the Independent Directors with the nature of industry in which the Company operates, business model of the Company, their roles, rights and responsibilities in the Company.

The details of familiarization programme during the Financial Year 2023-24 are available on the website of the Company at https://www.indianterrain.com/pages/investor-information

KEY MANAGERIAL PERSONNEL:

Mr. Venkatesh Rajagopal - Chairman and Whole Time Director, Mr. Charath Ram Narsimhan - Managing Director & CEO, Mr. Sheikh Sahenawaz – Chief Financial Officer and Mr. Sainath Sundaram, Company Secretary & Compliance officer are the Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act 2013 for the Financial Year ended 31^st March 2024.

The details of the change in the Key Managerial Personnel during the year have been mentioned in this Boards Report under the heading "Board of Directors and Key Managerial Personnel".

BOARD COMMITTEES:

The Company has constituted various Committees of the Board in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with the attendance of the Committee Members and re-constitution therein forms part of this Annual Report on Corporate Governance Report section. Details of the constitution of these Committees is also available on the website of the Company https://www.indianterrain.com/pages/investor-information.

ANNUAL EVALUATION ON THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

As required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. The Company has devised a policy for performance evaluation of the Board, its Committees and Directors which include criteria for performance evaluation of Non-executive and Executive Directors. The Company carried out the evaluation process internally which included the evaluation of the Board as a whole, its Committees and Peer evaluation of the Directors.

The evaluation process focused on various aspects of the functioning of the Board and the Committees such as composition of the Board and the Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

Details of performance evaluation of Independent Directors as required under Schedule IV to the Companies Act, 2013 is provided in the Report on Corporate Governance.

The Directors have expressed their satisfaction with the evaluation process and its results.

REMUNERATION POLICY OF THE COMPANY:

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015, a policy relating to remuneration of the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors thereby analyzing the criteria for determining qualifications, positive attributes and independence of a Director. The said policy duly amended and approved by the Board of Directors on 14^th August, 2023 is available on the website of the Company at https://www. indianterrain.com/pages/investor-information

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY:

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - I.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of Annual Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, this Annual Report excluding the aforesaid information is being sent to the members of the Company.

Any member interested in obtaining such information may address their email to secretarial@indianterrain.com.

(A) Conservation of Energy

(B) Technology absorption:

(C) Foreign Exchange Earnings and Outgo: ( in Crore)

CASH FLOW STATEMENT:

In compliance with the provisions of Section 134 of the Companies Act, 2013 and Regulation 34 of SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the Financial Year ended 31^st March 2024 forms part of this Annual Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm's length basis and were placed and approved by the Audit Committee. During the financial year 2023-24, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the provisions of the Act. Hence, the disclosure of related party transactions in Form AOC-2 is not applicable.

The Company has framed a policy on Materiality of Related Party Transaction and dealing with Related Party Transaction and the same has been displayed on the Company's website https://www.indianterrain.com/pages/investor-information. During the financial year 2023-24, there were no materially significant transactions with the related parties, which were in conflict with the interests of the Company and that require an approval of the Members in terms of the SEBI Listing Regulations.

Suitable disclosures as required under IND AS 24 have been made in the Notes to the financial statements. During the year ended 31^st March 2024, there were no approval from the Members on any Related Party Transactions.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The Company has not given any loans or provided guarantees or securities to any other body corporates as envisaged under Section 186 of the Companies Act, 2013 during the Financial Year 2023-24. The details of the other investments made by the Company are given under the Note No. 7 (Investments) forming part of the financial statements.

DEPOSITS:

During the year, your Company did not accept any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As at 31^st March 2024, the Company has not entered into any joint ventures nor did not have any subsidiary or associate Company.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee is already in place and as on 31^st March 2024 the following were the Committee Members:

(a) Mrs. Rama Rajagopal, Chairperson of the Committee, (b) Mr. N.K. Ranganath, Member, (c) Mr. Venkatesh Rajagopal, Member and (d) Mr. Charath Ram Narsimhan, Member

With the CSR Committee being re-constituted in the Board Meeting held on 30^th March 2024, the following were the Committee Members with effect from 01^st April 2024:

(a) Mrs. Rama Rajagopal, Chairperson of the Committee, (b) Mrs. Nidhi Reddy, Member, (c) Mr. Venkatesh Rajagopal, Member and (d) Mr. Charath Ram Narsimhan, Member

The CSR policy of the Company is available on the Company's website https://www. indianterrain.com/pages/investor-information.

As part of its initiatives under "Corporate Social Responsibility" (CSR), the details of the same as prescribed under the Companies Act 2013 are detailed in this Report as

SHARE CAPITAL AND STATEMENT PURSUANT TO LISTING AGREEMENT:

The Paid-up Equity Share Capital of the Company as on 31^st March 2024 was

8,85,83,370/- comprising of 4,42,91,685 equity shares of 2/- each. During the year under review, your Company has neither issued any Shares nor issued shares with differential voting rights or granted any stock options or sweat equity or Shares to Trustees for the benefit of Employees. Your Company's shares are listed with the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). The Company has paid the Annual Listing fees and there are no arrears.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Indian Terrain Fashions Limited ("ITFL") has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism.

The Vigil Mechanism is supervised by the Audit Committee and the whistle blower has direct access to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is available on the Company's website at https://www.indianterrain. com/pages/investor-information.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Prevention of Insider Trading with a view to regulating trading in securities by the Promoters, Directors and Designated Persons of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Promoters, Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MAINTENANCE OF COST RECORDS:

The Central Government has not specified maintenance of cost records under Section 148(1) of the Companies Act 2013 and necessary Rules framed thereunder in respect of the Company's product segment.

RISK MANAGEMENT POLICY:

The Board has adopted and implemented a suitable Risk Management Policy for the company which identifies, assesses and mitigates therein different elements of risk which may threaten the existence of the company viz. strategic, financial, liquidity, security, regulatory, legal, reputational and other risks.

SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards viz. SS

– 1 (Meetings of the Board of Directors) and SS – 2 (General Meetings) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

The Company has Internal Control Systems commensurate with the size, scale and complexity of its operations. The Board has devised systems, policies, procedures and frameworks for the internal control which includes adherence to company's policy, safeguarding assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose.

The Auditors of the Company have verified the internal financial control systems prevailing in the organization and confirmed the effectiveness of the same in their report for the Financial Year 2023-24.

RECOMMENDATIONS OF AUDIT COMMITTEE:

All the recommendations of the Audit Committee during the Financial Year 2023-24 have been accepted by the Board of Directors.

Statutory Auditors:

M/s. SRSV and Associates, Chartered Accountants (Firm Regn No: 015041S), were appointed as the Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the 10^th Annual General Meeting held on 30^th September 2019 till the conclusion of 15^th Annual General Meeting of the Company. Pursuant to Section 139(2) of the Companies Act 2013, the Company can appoint the said Audit firm, for a second term of 5 (five) consecutive years, subject to the approval of the Shareholders.

M/s. SRSV and Associates, Chartered Accountants have consented to the said re-appointment and confirmed that their re-appointment, if approved by the Shareholders, would be within the limits specified under Section 141(3)(g) of the Companies Act 2013. They have also confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

Therefore, pursuant to the recommendation of Audit Committee and consideration of the Board in the meetings held on 06^th August 2024, the request for Shareholder's approval have been placed forming part of the 15^th AGM Notice for re-appointment of M/s. SRSV and Associates, Chartered Accountants, as Statutory Auditors of the Company for the 2^nd term from the conclusion of the 15^th AGM till the conclusion of 20^th AGM of the Company.

The Financial Statements of the Company including its Balance Sheet, Statement of Profit and Loss, Cash Flow Statement along with the notes and schedules for the Financial Year 2023-24 have been audited by M/s SRSV & Associates, Chartered Accountants. The Statutory Auditors' Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company except they have reported that "the Company has not made provision for 1.73 crores towards interest payable to vendors under Micro, Small and Medium Enterprises Development Act 2006" and the management response to that is "the suppliers have subsequently received all the payments and they have not raised any such claims". The Independent Auditors' Report is enclosed with the financial statements in this annual report.

Secretarial Auditors:

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 and under Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 2023-24. The Secretarial Audit Report for the financial year ended 31^st March 2024 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 - III to this Report.

Internal Auditors:

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 2023-24 by the Board.

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

REPORTING OF FRAUD(S) BY THE AUDITORS:

During the Financial Year 2023-24, the Statutory Auditors, Cost Auditors or Secretarial Auditors have not reported any fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013.

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

There are no significant material orders passed by the Regulators or Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section forming part of the Annual Report.

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 the Listing Regulations forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as stipulated in Schedule V read with Regulation 34(3) of the SEBI (LODR) Regulations, 2015.

DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE:

During the year, there were no complaints received pursuant to the provisions of the POSH Act.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the year, the Shareholders of the Company in the 14^th AGM held on 18^th September 2023 through Special Resolution had approved the shifting of Registered Office of the Company from "208, Velachery Tambaram Road, Narayanapuram, Pallikaranai, Chennai- 600100" to "Survey No 549/2 & 232 Plot No.4, Thirukkachiyur & Sengundram Industrial Area Singaperumal Koil, Post, Chengalpattu - 603204, Tamil Nadu and the same was approved by Registrar of Companies, Chennai, Tamil Nadu on 14^th October 2023.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134 of the Companies Act, 2013, with respect to Directors' responsibility statement it is hereby confirmed that: 1. in the preparation of the annual accounts applicable accounting standards has been followed and there is no material departure from the same; 2. the Directors 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 i.e., 31^st March 2024 and of the profit of the Company for that period; 3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a going concern basis; 5. 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; and 6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AWARDS AND RECOGNITION:

During the year, your company was awarded with "Fairtrade Business Partner of the Year in the Lifestyle and Apparel Sector" and "Fairtrade Impactful Communication for the Year" by global organisation Fairtrade India for its production practices at a gala event at Pulman in Aerocity, Delhi on 05^th and 06^th October 2023.

AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ENDED 31^st MARCH 2024:

There was no such application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) in respect of the Company during the financial year ended 31^st March 2024.

REASONS THEREOF:

There were no such instances of One-time Settlement with any Bank or Financial Institutions during the Financial Year ended 31^st March 2024.

PERSONNEL:

The employee relations have been very cordial during the financial year ended 31^st March 2024. 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 the Company, which comprises of young passionate driven professionals committed to achieve the organizational goals.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors, shareholders and other stakeholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company.