The Board of Directors is pleased to present the Annual Report of Iris Clothings Limited (“the Company”), providing an overview of
the Company's performance, operations, governance practices and the Audited Financial Statements for the financial year ended
31^st March, 2026.

Operational Highlights

Financial Highlights

State of Company's Affairs

During the financial year ended 31^st March, 2026, the
Company continued to demonstrate resilient operational and fi¬
nancial performance, supported by sustained demand for its
products and prudent business strategies. The Company's
Revenue from Operations increased to Rs. 19,086.94 lakhs
from Rs. 14,608.89 lakhs in the previous financial year, regis¬
tering a growth of approximately 30.66%. The Total Income
stood at Rs. 19,105.40 lakhs, as against Rs. 14,657.92 lakhs
in the previous year.

The Company's Profit Before Tax (PBT) increased to Rs.
2,211.01 lakhs from Rs. 1,781.54 lakhs in the previous finan¬
cial year, reflecting an increase of approximately 24.11%. After
providing for tax of Rs. 591.78 lakhs, the Profit After Tax (PAT)
stood at Rs. 1,619.24 lakhs, compared to Rs. 1,312.23 lakhs in
the previous year, registering a growth of approximately
23.39%. There was no Other Comprehensive Income during
the year and, accordingly, the Total Comprehensive Income
amounted to Rs. 1,619.24 lakhs.

The financial performance reflects the Company's continued
focus on operational efficiency, disciplined cost management
and sustainable growth. Your Director's remain confident that
the Company's strong fundamentals, customer-centric ap¬
proach and strategic initiatives will continue to support its long¬
term growth and create value for all stakeholders.

Change in Nature of Business

The Company continued to carry on the same line of business
during the financial year 2025-26, and there was no change in
the nature of its business.

Management Discussion
and Analysis Report

The Management Discussion and Analysis Report, prepared in
accordance with Regulation 34 read with Schedule V of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), forms an integral part of this
Annual Report.

The report contains certain forward-looking statements that re¬
flect the Company's current expectations regarding future
events and business performance. Actual results may differ
materially from those expressed or implied in such statements
due to various risks, uncertainties, and other factors beyond
the Company's control. Accordingly, readers are advised
to exercise due caution while relying on these forward¬
looking statements.

Share Capital

Equity Shares

The paid-up Equity Share Capital as on 31^st March, 2026 was
Rs. 38,06,62,940/- divided into 19,03,31,470 Equity Shares of
Rs. 2/- each.

The capital structure of the Company as on 31^st March, 2026
reflects the following significant corporate actions:

Rights Issue: Pursuant to the approval of the Board of
Directors at its meeting held on 14^th December, 2024, the
Company completed a Rights Issue. The Board, at its meeting
held on 24^th April, 2025, allotted 1,35,95,105 equity shares of
face value Rs. 2/- each at an issue price of ?35/- per equity
share (including a premium of Rs. 33/- per equity share) to the
eligible shareholders.

Bonus Issue: Subsequently, on 7^th July, 2025, the Board of
Directors allotted 9,51,65,735 fully paid-up bonus equity
shares of face value Rs. 2/- each in the ratio of 1:1, thereby
doubling the Company's paid-up equity share capital.

Sweat Equity Shares

During the financial year under review, the Company did not is¬
sue any Sweat Equity Shares. Accordingly, the disclosure re¬
quirements under Rule 8(13) of the Companies (Share Capital
and Debentures) Rules, 2014 are not applicable.

Differential Voting Rights

During the financial year under review, the Company did not is¬
sue any equity shares with differential rights as to dividend,
voting or otherwise. Accordingly, the disclosure requirements
under Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014 are not applicable.

Employee Stock Options

During the financial year under review, the Company did not
grant or issue any Employee Stock Options under any
Employee Stock Option Scheme. Accordingly, the disclosure
requirements under Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014 are not applicable.

Dividend

The Board of Directors has considered it prudent to retain the
profits within the business to support strategic growth initia¬
tives, operational expansion and future capital requirements.
Accordingly, no dividend has been recommended for the finan¬
cial year ended 31^st March, 2026.

Transfer of unpaid & unclaimed
Dividends & Shares to Investor
Education and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF
Rules”) there was no unclaimed/unpaid dividend, hence the
company is not required to transfer any amount to Investor
Education and Protection Fund.

Reserves

During the financial year under review, the Board of
Directors has not proposed to transfer any amount to the
General Reserve.

Material Changes
and Commitments
Affecting the Financial
Position of the Company

Pursuant to the provisions of Section 134(3)(l) of the
Companies Act, 2013, the following material changes and
commitments have occurred between the close of the financial
year ended 31^st March, 2026 and the date of this Report:

The Board of Directors of the Company, at its meeting held on
8^th July, 2026, approved the acquisition of 5,10,000 equity
shares, representing 51% of the paid-up equity share capital of
Infinia Lifestyle Private Limited from its existing shareholders,
Mr. Harsh Vardhan Sarda and Mrs. Pooja Sarda, for an aggre¬
gate purchase consideration of Rs. 57.12 crore, payable partly
by cash and partly by issue of equity shares. The proposed ac¬
quisition is in line with the Company's strategic objective of ex¬
panding its presence in the apparel segment, diversifying its
product portfolio and strengthening its market position by en¬
tering the athleisure wear category. Upon completion of the
proposed transaction, Infinia Lifestyle Private Limited will be¬
come a subsidiary of the Company.

The Board also approved, subject to the approval of the share¬
holders, stock exchange and such other statutory / regulatory
approvals as may be required, the issuance and allotment of
up to 77,08,183 equity shares of face value Rs. 2/- each at an
issue price of Rs. 41.67 per equity share (including a premium
of ?39.67 per equity share) on a preferential basis, for consid¬
eration other than cash. The proposed preferential issue forms
part of the purchase consideration payable to the sellers to¬
wards the aforesaid acquisition.

The proposed acquisition and preferential issue are expected
to strengthen the Company's long-term growth prospects by
expanding its business portfolio, enhancing its presence in the
Indian apparel market and creating long-term value for its

stakeholders. The transaction shall be consummated upon re¬
ceipt of the requisite approvals and fulfilment of the conditions
precedent under the definitive transaction documents.

Conservation of Energy,
Technology Absorption, Foreign
Exchange Earnings and Outgo

The particulars required to be disclosed pursuant to Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 are set out below:

Conservation of Energy

The Company continues to accord high priority to energy con¬
servation as an integral part of its operational strategy.
Continuous efforts are made to optimize energy consumption
across its manufacturing facilities through efficient processes,
preventive maintenance of equipment and adoption of energy-
efficient practices.

During the year under review, the energy consumed by the
company was 22,26,883 units amounting to Rs. 227.72/- lakhs.

Technology Absorption

The Company continually evaluates and adopts appropriate
technologies to enhance operational efficiency, improve prod¬
uct quality and optimize manufacturing processes. The man¬
agement remains abreast of technological developments in the
industry and undertakes suitable initiatives for technology
upgradation, wherever considered necessary. Regular training
programmes are conducted for employees to familiarize them
with emerging technologies and industry best practices.

Foreign Exchange Earning and Outgo

The Company continues to strengthen its presence in the inter¬
national market through the export of its products. The details
of foreign exchange earnings and expenditure during the finan¬
cial year under review are as follows:

Risk Management

The Company has in place a comprehensive risk management
framework to identify, assess, monitor and mitigate risks that
may affect its business and operations. The framework is peri¬
odically reviewed by the management and the Board to ensure
its effectiveness.

The Company proactively manages strategic risks through
business planning and market assessment, operational risks
through robust internal controls and standard operating proce¬
dures, supply chain risks by maintaining a diversified vendor
base and efficient inventory management, compliance risks
through regular monitoring of statutory and regulatory require¬
ments and cyber and information security risks by implement¬
ing appropriate IT controls and data security measures.

The Board periodically reviews the risk management frame¬
work and is of the opinion that there are no risks which, in its
assessment, may threaten the existence of the Company.

Corporate Social
Responsibility (CSR)

The Company remains committed to its Corporate Social
Responsibility (“CSR”) initiatives and continues to undertake
activities in accordance with the provisions of Section 135 of
the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended from
time to time. The CSR initiatives of the Company are aimed at
contributing towards sustainable and inclusive development
while creating a positive impact on society.

The CSR Policy of the Company lays down the guiding princi¬
ples for undertaking CSR activities and is available on the
website of the Company at www.irisclothings.in.

The Annual Report on CSR activities, containing the disclo¬
sures prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, forms part of this Report as
‘Annexure A'.

Particulars of Loans Given,
Investments Made, GuaranteesGiven or Security Provided

During the financial year under review, the Company has not
granted any loans, provided any guarantees or securities, or
made any investments requiring disclosure under Section 186
of the Companies Act, 2013.

Related Parties Transactions

During the year under review, all contracts/arrangements en¬
tered into by your Company with related parties were con¬
ducted on an arm's length basis and in the ordinary course of
business. No material related party transactions were
entered into by the Company during the year that required
shareholders' approval under Regulation 23 of the SEBI
Listing Regulations.

As per the requirements of the Companies Act, 2013 and SEBI
Listing Regulations, all related party transactions have been
approved by the Audit Committee, which reviewed them on a
quarterly basis. Your Company formulated a Policy on Related
Party Transactions, which is available on the Company's web¬
site at www.irisclothings.in.

All Related Party transactions have been reported in Notes
to Accounts.

Board of Directors, Board
Committees and Key
Managerial Personnel

Composition of the Board and Committees

The composition of the Board of Directors and its Committees,
viz., Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and
Corporate Social Responsibility Committee are constituted in
accordance with the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, wherever applicable.

The details relating to the composition of the Board and its
Committees, including the terms of reference, are provided in
the Corporate Governance Report, which forms an integral part
of this Annual Report.

Appointment & Resignation

During the financial year under review, Mrs. Vranda Manish
Rathi (DIN: 02759920) resigned from the office of Independent
Director of the Company with effect from 8^th August, 2025 due
to her other commitments. The Board placed on record its sin¬
cere appreciation for her valuable guidance and contribution
during her association with the Company.

At the previous Annual General Meeting (“AGM”) held on 16^th
September, 2025, the Members approved the re-appointment
of Mr. Manoj Tulsyan (DIN: 08919887) as the Non-Executive
Independent Director of the Company for a second term of five
consecutive years, with effect from 15^th October, 2025.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors appointed Mr.
Sanjay Jain (DIN: 00167765) as an Additional Director (Non¬
Executive Independent Director) of the Company with effect
from 6^th November, 2025, subject to the approval of the
Members. Subsequently, the Members vide Extra-Ordinary
General Meeting (EGM) dated 3^rd February, 2026 approved his
appointment as the Non-Executive Independent Director of the
Company in accordance with the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations.

The Members at the aforesaid EGM, also approved the re-ap¬
pointment of Mr. Santosh Ladha (DIN: 03585561) as the
Managing Director and Mrs. Geeta Ladha (DIN: 03585488) as
the Whole-time Director of the Company for a further term of
three (3) years with effect from 30^th July, 2026, upon the terms
and conditions approved by the Board and the Members.

Retirement by Rotation

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association of the
Company, Mr. Baldev Das Ladha (DIN: 03585566), Non¬
Executive Director, retires by rotation at the ensuing Annual
General Meeting and, being eligible, has offered himself for
re-appointment.

The relevant particulars of the Director seeking re-appoint¬
ment, as required under Regulation 36 of the SEBI Listing
Regulations and Secretarial Standard-2, are provided in the
Notice convening the ensuing Annual General Meeting.

Meetings of the Board & Committees

During the financial year ended 31^st March, 2026, the Board
met at regular intervals to discuss and decide on business and
policy matters. The maximum interval between any two Board
Meetings did not exceed 120 days, as prescribed under the
Companies Act, 2013, the SEBI Listing Regulations and
Secretarial Standard-1 on Meetings of the Board of Directors.

The details of the meetings of the Board, its Committees and
the Independent Directors, together with the attendance of the
Directors, are provided in the Corporate Governance Report
forming part of this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors confirming that they continue to satisfy
the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of
the SEBI Listing Regulations. The Independent Directors have
also confirmed compliance with the Code for Independent
Directors prescribed under Schedule IV to the Companies
Act, 2013.

The Board is of the opinion that all the Independent Directors
possess the requisite integrity, expertise, experience
and proficiency required to discharge their duties as
Independent Directors.

The Directors have also submitted disclosures of their interests
in Form MBP-1 pursuant to Section 184(1) of the Companies
Act, 2013 and have confirmed that they are not disqualified
from being appointed or continuing as Directors under the ap¬
plicable provisions of the Companies Act, 2013.

Familiarisation Programme
for Independent Directors

In terms of the Companies Act, 2013 and the SEBI Listing
Regulations, the Company has in place a structured
Familiarisation Programme for its Independent Directors to en¬
able them to understand the Company's business, operations,
industry, regulatory environment, risk management framework
and their roles, rights and responsibilities.

The details of programmes for familiarisation for Independent
Directors are available on the website of the Company
at www.irisclothings.in.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the
SEBI Listing Regulations, the Board has carried out the annual
evaluation of its own performance, the performance of the
Committees of the Board and that of the individual Directors,
including the Independent Directors. The evaluation was con¬
ducted in accordance with the criteria approved by the
Nomination and Remuneration Committee, and the Board
expressed satisfaction with its overall effectiveness
and functioning.

For further details, please refer to the Corporate Governance
Report, which forms part of this Report.

Directors' Responsibility
Statement

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, your Directors state that:

1. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

2. the directors had selected such accounting policies and
applied them consistently and made judgments and esti¬
mates 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 / loss of the com¬
pany for that period;

3. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accor¬
dance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting
fraud and other irregularities;

4. the directors had prepared the annual accounts on a going
concern basis;

5. 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; and

6. the directors had devised proper systems to ensure com¬
pliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, the following officials were the Key Managerial
Personnel of the Company as on 31^st March, 2026:

• Mr. Santosh Ladha (Managing Director)

• Mrs. Geeta Ladha (Whole-time Director)

• Mr. Niraj Agarwal (Chief Financial Officer)

• Mrs. Sweta Agarwal (Company Secretary)

Vigil Mechanism /Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies
Act, 2013 and Regulation 22 of the SEBI Listing Regulations,
the Company has established a Vigil Mechanism/Whistle
Blower Policy to provide Directors, employees and other stake¬
holders with an avenue to report genuine concerns relating to

unethical behaviour, actual or suspected fraud, violation of the
Company's Code of Conduct or any other improper practices.
The Policy provides adequate safeguards against victimization
of persons who avail the mechanism and ensures direct ac¬
cess to the Chairperson of the Audit Committee in appropriate
cases. During the financial year under review, no person was
denied access to the Audit Committee. The Policy has been
uploaded on the Company's website www.irisclothings.in.

Policy on Appointment and
Remuneration of Directors,Key Managerial Personnel
and Senior Management

Pursuant to the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has adopted a Nomination and Remuneration Policy
on the appointment, remuneration and evaluation of Directors,
Key Managerial Personnel and Senior Management
Personnel. The Policy lays down the criteria for determining
qualifications, positive attributes, independence of Directors
and other matters specified under the applicable provisions of
the Companies Act, 2013 and the SEBI Listing Regulations.

The Nomination and Remuneration Policy is available on the
website of the Company at www.irisclothings.in.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Companies Act, 2013, the Annual Return as on
31^st March, 2026 is available on the Company's website
at www.irisclothings.in.

Details of Subsidiary, Associate
and Joint Venture Companies

The Company did not have any subsidiary, associate or joint
venture as on 31^st March, 2026. Accordingly, the provisions re¬
lating to consolidated financial statements and disclosure in
Form AOC-1 are not applicable.

Subsequent to the close of the financial year, the Board of
Directors approved the proposed acquisition of 51 % of the eq¬
uity share capital of Infinia Lifestyle Private Limited, which is
subject to the requisite statutory, regulatory and shareholders'
approvals. The details of the proposed acquisition are provided
under the section “Material Changes and Commitments
Affecting the Financial Position of the Company” in this Report.

Deposits from Public

The Company has not accepted any deposits from public
within the meaning of Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014
and as such, no amount on account of principal or interest on
deposits from public was outstanding as on 31^st March, 2026.

Internal Control Systems

The Company's internal control procedures which includes in¬
ternal financial controls, ensures compliance with various poli¬
cies, practices and statutes keeping in view the organization's
pace of growth and increasing complexity of operations. The
internal auditors team carries out extensive audits throughout
the year and submits its reports to the Audit Committee.

Audit Report and Auditors

Statutory Auditor

M/s. AMK & Associates, (FRN: 327817E) Chartered
Accountants, have been re-appointed as Statutory Auditors of
the Company at the 13^th Annual General Meeting held on 28^th
September, 2024 for a term of 5 consecutive years to hold of¬
fice from the conclusion of 13^th Annual General Meeting till the
conclusion of 18^th Annual General Meeting to be held in the
year 2029.

The Statutory Auditors have confirmed that they are not dis¬
qualified from continuing as Auditors of the Company.

The reports issued by the Statutory Auditor on the financial
statements of the Company for the year ended 31^st March,
2026 do not contain any qualification, observation or comment
or remark(s) which have an adverse effect on the functioning of
the Company and therefore, do not call for any comments from
Directors. Further, the Statutory Auditor has not reported any
fraud as specified under Section 143(12) of the Act.

Internal Auditor

As recommended by the Audit Committee, the Board of
Directors had re-appointed M/s. Vimal & Seksaria, Chartered
Accountants, as Internal Auditors of the Company for the
Financial Year 2025-26 to conduct internal audit of the

Company and their report on findings is submitted to the Audit
Committee on periodic basis.

Secretarial Auditors

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Companies Act, 2013, the
Members at the 14^th Annual General Meeting held on 16^th
September, 2025 had appointed Mrs. Pooja Bachhawat (ACS:
52835), a peer reviewed Company Secretary, as the
Secretarial Auditor of the Company for a term of 5 (five) con¬
secutive years commencing from Financial Year 2025-26 till
Financial Year 2029-30. The Secretarial Audit Report of Mrs.
Pooja Bachhawat, Company Secretary in Practice, for the fi¬
nancial year 2025-26, is annexed herewith as ‘Annexure B'.

The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Cost Records

The requirement for maintenance of cost records as specified
under Section 148(1) of the Companies Act, 2013 and the rules
made thereunder is not applicable to the Company.

Corporate Governance

The Company is committed to maintaining the highest stan¬
dards of corporate governance and believes that sound corpo¬
rate governance practices are fundamental to enhancing
shareholder value and protecting the interests of all stakehold¬
ers. In compliance with Regulation 34 read with Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Corporate Governance Report, together
with the certificate issued by the Statutory Auditors confirming
compliance with the conditions of Corporate Governance,
forms an integral part of this Annual Report.

Details of Significant and
Material Orders Passed by
Regulators or Courts or Tribunals

During the year, there were no significant material orders
passed by the Regulators / Courts / Tribunals which would
impact the going concern status of the Company and its
future operation.

Disclosure under the Sexual Harassment of Women at a
Workplace (Prevention, Prohibition and Redressal), Act 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH
Act') and Rules made thereunder, your Company have constituted Internal Complaints Committee for providing a redressal mech¬
anism pertaining to sexual harassment of women employees at workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed
thereunder. Further details are as follow:

Remuneration Ratio to Directors/KMP/Employees

The disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure C' forming part of this report.

Other Disclosures

Secretarial Standards

The Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, no application was made or any proceeding initiated by or against the Company under the
provisions of the Insolvency and Bankruptcy Code, 2016. Accordingly, no proceedings were pending against the Company as on
the date of this Report.

Maternity Benefit

The Company is committed to providing a safe, healthy and inclusive workplace for all its employees. The Company has complied
with the provisions of the Maternity Benefit Act, 1961, as amended, and has extended all statutory benefits to eligible women em¬
ployees, if any, during the financial year under review.

Acknowledgement

Your Directors place on record their sincere appreciation for the continued dedication, commitment and valuable contributions of all
employees, whose efforts have significantly contributed to the Company's performance during the year.

The Board also expresses its gratitude to the shareholders, customers, suppliers, bankers, financial institutions, business asso¬
ciates, regulatory authorities and various government agencies for their continued trust, confidence and unwavering support. The
Directors look forward to their continued cooperation and partnership in the years ahead.

Place: Howrah For and on behalf of the Board

Date: 27.07.2026 Iris Clothings Limited

Santosh Ladha

Managing Director Ý (DIN: 03585561)

Geeta Ladha

Whole-time Director Ý (DIN: 03585488)