డైరెక్టర్ల నివేదిక IRIS Clothings Ltd.

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 ¦ (DIN: 03585561)

Geeta Ladha

Whole-time Director ¦ (DIN: 03585488)

The Board of Directors hereby submits the report of the business and operations of M/s. Iris Clothings Limited ("the Company”) along with the audited financial statements for the financial year ended March 31, 2025.

OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY Financial Hightlights

The revenue for the year was '' 14,627.33 Lakhs. The profit for the year attributable to shareholders for FY2025 was '' 1,312.23 Lakhs as against previous year’s net profit of '' 1,221.19 Lakhs.

Change in nature of business

The Company did not undergo any change in the nature of its business during fiscal 2025.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under 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 part of this Annual Report. Certain Statements in the said report may be forwardlooking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

SHARE CAPITAL Equity Shares

The paid-up Equity Share Capital as on March 31,2025 was '' 16,31,41,260/-. During the year under review, there was no change in the capital structure of the Company.

However, post closure of the FY2025, the Company has issued:

a. The Board of Directors at their meeting held on December 14, 2024 had proposed to raise funds via Right Issue. Accordingly, necessary applications were made to National Stock Exchange of India Ltd (NSE) for approval. The Offer Period commenced from March 27, 2025 and concluded on April 17, 2025. Subsequently, the Board vide meeting dated on April 24, 2025 allotted 1,35,95,105 equity shares at a price of '' 35/- each (Face Value - '' 2/- and Premium - '' 33/-) to the eligible shareholders at the Record Date fixed for the purpose i.e., March 13, 2025;

b. On July 07, 2025, the Board of Directors also allotted Bonus Shares in the ratio of 1:1 i.e., 9,51,65,735 equity shares of '' 2/- each.

Sweat Equity Shares

In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

Differential Voting Rights

In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Differential Voting Rights.

Employee Stock Options

In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

DIVIDEND

With a view to conserve resources, your directors have not recommended any dividend to the equity shareholders.

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

The Directors do not propose to transfer any amount to the general reserve.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since March 31, 2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy

Energy conservation continued to be a key focus area. Various initiatives were undertaken by all manufacturing plants to minimize the power consumption.

During the year under review, the energy consumed by the company was 22,23,956 units amounting to ''233.32/- Lakhs.

Technology Absorption

We are well aware of latest technology being available in our field of operation. Necessary training is imparted to the relevant people from time to time to make them well acquainted with the latest technology.

Foreign Exchange Earning and Outgo

The Company is creating a network across the globe through export of its products.

During the year under review, the details of foreign exchange earnings and outgo are as given below:

Risk management is an integral part of the strategic management of your Company. The process involves periodic identification of risk likely to affect the business from operating smoothly and adoption of appropriate measures to address the concerns. In this regard, your Company has identified inherent risks in its operations and record residual risk after taking specific risk mitigation steps.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company’s CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013 (‘the Act’). A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

This Policy is available on the Company’s website at www. irisclothings.in.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

The Company has not given any loan or provided any guarantee or made any investment under provisions of Section 186 of the Companies Act, 2013.

Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the financial statements which form part of the Annual Report.

RELATED PARTIES TRANSACTIONS

The Company’s transactions with Related Parties are at arm’s length and were in the ordinary course of business and approved by the Audit Committee. Majority of the transactions are repetitive in nature and the same were approved by the Audit Committee through omnibus approval. There were no material transactions made by the Company with any of its Related Parties during the year under review. The Company does not have any related party transactions, which may have potential conflict with the interests of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

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 Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Appointment & Resignation

During the year under review, there was no change in the composition of Board of Directors and its Committees of the Company.

However, the tenure of Mr. Manoj Tulsyan (DIN: 08919887), Non-Executive Independent Director is expiring on October 14, 2025. The Board proposes to re-appointment him for a further period of 5 (five) consecutive years, subject to approval of members at the ensuing Annual General Meeting.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mr. Baldev Das Ladha (DIN: 03585566), NonExecutive Director, being the longest in the office among the Directors liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for re-appointment.

The brief resume and other details relating to Mr. Baldev Das Ladha (DIN: 03585566) who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling ensuing Annual General Meeting.

Meetings of the Board & Committees

The details of Board and Committee Meetings held during the Financial Year ended on March 31,2025 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report. The maximum time gap between any two Board Meetings was not more than 120 days as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

The details of meeting of Independent Directors are set out in the Corporate Governance Report which forms part of this report.

Declaration by Independent Directors

The Company has received necessary declarations and disclosures from the Independent Directors under Section 149(7) and Section 184(1) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Act and under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and disclosing their interest in form MBP-1. All the Directors have certified that the disqualifications mentioned under Sections 164, 167 and 169 of the Act do not apply to them. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

Familarisation Programme for Independent Directors

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a programme for familiarising the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives.

Further, at the time of appointment of an Independent Director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The details of programmes for familiarisation for Independent Directors are available on the website of the Company www.irisclothings.in.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual

directors pursuant to the provisions of the Act and SEBI Listing Regulations.

Directors’ Responsibility Statement

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

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

b) t he directors had 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 / loss of the company for that period;

c) the directors had 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 had prepared the annual accounts on a going concern basis;

e) 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

f) t he directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Key Managerial Personnel

Following officials are appointed as the Key Managerial Personnel (‘KMP’) of the Company:

> 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 SEBI Listing Regulations, a Vigil Mechanism/ Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company at www.irisclothings.in.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. The Policy has been uploaded on the Company’s website 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 March 31, 2025 is available on the Company’s website at www. irisclothings.in.

DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate or joint venture as on March 31, 2025. None of the companies has become or ceased to be Company’s Subsidiary, Joint Venture or Associate during the Financial Year under review.

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 March 31,2025.

INTERNAL CONTROL SYSTEMS

The Company’s internal control procedures which includes internal financial controls, ensures compliance with various policies, 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 appointed as Statutory Auditors of the Company at the 13^th Annual General Meeting held on September 28, 2024 for a term of 5 consecutive years to hold office 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 disqualified 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 March 31, 2025 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 FY2025 to conduct internal audit of the Company and their report on findings is submitted to the Audit Committee on periodic basis.

Secretarial Auditors

The Board of Directors had appointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to conduct Secretarial Audit for the FY2025 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report of Mr. Rajesh Ghorawat, Company Secretary in Practice, for the FY2025, is annexed herewith as Annexure II.

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

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, the Board at its meeting held on August 08, 2025, based on recommendation of the Audit Committee, has approved the appointment of Mrs. Pooja Bachhawat (ACS: 52835), a peer reviewed Company Secretary in Practice as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY2026 till FY2030, subject to approval of the Members at the ensuing AGM.

COST RECORDS

The Company has maintained cost records for the products as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance. As per Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with a certificate received from the Statutory Auditors

confirming compliance is annexed and forms part of the 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 mechanism 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 III forming part of this report.

OTHER DISCLOSURES Secretarial Standards

The company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during the period under review.

Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under the review no applications were made by the Company and neither any proceedings were pending

against the Company under the Insolvency and Bankruptcy Code, 2016.

Maternity Benefit

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company”), along with the audited financial statements, for the financial year ended March 31, 2024.

STATE OF COMPANY’S AFFAIRS

Further, the Authorised Share Capital of the Company was also increased from '' 16,50,00,000/- to '' 40,00,00,000/-.

Sweat Equity Shares

In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

Differential Voting Rights

In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Differential Voting Rights.

Employee Stock Options

In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

DIVIDEND

Your Directors have not recommended any dividend for the year under review.

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)

RISK MANAGEMENT

The Company has a risk management framework comprising risk governance structure and defined risk management process. The risk governance structure of the Company is a formal organisation structure with defined roles and

responsibilities for risk management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has undertaken projects/programs in accordance with the CSR Policy. The details of the CSR projects are given in ‘Annexure - A’ to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided any guarantee or made any investment under provisions of Section 186 of the Companies Act, 2013. However, the particulars of all loans, guarantees or investments made by the Company are given in notes to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties during the financial year were on an arm’s length basis and were in ordinary course of business and the provision of Section 188 of the Companies Act, 2013 are not attracted. There are no materially significant related party transactions during the period under review made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required. However, details of all related party transactions are given in Notes to Financial Statements.

BOARD OF DIRECTORS, COMMITTEES ANDMANAGEMENTComposition:

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 Companies Act, 2013 ("the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015”], wherever applicable. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Appointment & Resignation

During the year under review, there was no change in the composition of Board of Directors of the Company.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mrs. Geeta Ladha (DIN: 03585488), Whole-time Director, being the longest in the office among the Directors liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for re-appointment.

The brief resume and other details relating to Mrs. Geeta Ladha who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling ensuing Annual General Meeting.

Meetings of the Board & Committees:

The details of Board and Committee Meetings held during the Financial Year ended on March 31,2024 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report. The maximum time gap between any two Board Meetings was not more than 120 days as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

The details of meeting of Independent Directors are set out in the Corporate Governance Report which forms part of this report.

Declaration by Independent Directors

The Company has received requisite declarations/ confirmations from all the Independent Directors confirming their independence as per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Familarisation Programme for Independent Directors

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a

programme for familiarising the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives.

Further, at the time of appointment of an Independent Director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The details of programmes for familiarisation for Independent Directors are available on the website of the Company www.irisclothings.in.

Annual Evaluation of Board’s Performance

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Directors’ Responsibility Statement:

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

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

b) the directors had 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 / loss of the company for that period;

c) the directors had 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 had prepared the annual accounts on a going concern basis;

e) 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

f) t he directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy 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. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. It also provides for direct access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is being made available on the Company’s website www. irisclothings.in.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board, on the recommendation of the Nomination and Remuneration Committee, has framed a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has been uploaded on the Company’s website www.irisclothings.in. Further the salient features of the policy are given in the Report of Corporate Governance forming part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2024 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company at www.irisclothings.in.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture. There was no Company which has become or ceased to be Company’s Subsidiary, Joint Venture or Associate during the Financial Year 2023-24.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.

AUDIT AND ALLIED MATTERS Statutory Auditor

M/s. AMK & Associates, (FRN: 327817E) Chartered Accountants, have been appointed as Statutory Auditors of the Company at the Annual General Meeting held on August 31, 2019 for a term of 5 consecutive years to hold office from the conclusion of 8^th Annual General Meeting till the conclusion of 13^th Annual General Meeting to be held in the year 2024.

The tenure of existing Statutory Auditors is expiring at the ensuing Annual General Meeting (AGM). The Board of Directors recommended the appointment of M/s. AMK & Associates, (FRN: 327817E) Chartered Accountants, for a further period of 5 (five) years, subject to the approval of members at the ensuing AGM.

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

The Statutory Auditor Report to the Members for the year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer. Also there has been no instance of fraud reported by the statutory auditors for the period under review.

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 2023-24 to conduct internal audit of the Company and their report on findings is submitted to the Audit Committee on periodic basis.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2023-24 in the prescribed Form MR-3 is appended as ‘Annexure - B’ to this Board’s Report.

COST RECORDS

The Company has maintained cost records for the products as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance. As per Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with a certificate received from the Statutory Auditors confirming compliance is annexed and forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review impacting the going concern status and the operations of the Company in future.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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 mechanism pertaining to sexual harassment of women employees at workplace.

During the year under review, no complaint was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 applicable provisions of Secretarial Standards SS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during the period under review.

Proceeding pending under the Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services continuously being rendered by the Company’s executives, staff and workers.

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company”), along with the audited financial statements, for the financial year ended March 31, 2023.

STATE OF COMPANY’S AFFAIRS Financial Performance

During the year under review, the performance of your company was satisfactory. The Company has reported total income of '' 11,310.82 Lakhs for the current financial year as compared to '' 11,176.75 Lakhs in the previous financial year. Total Comprehensive Income for the year under review amounted to '' 825.89 Lakhs in the current financial year as compared to '' 987.03 Lakhs in the previous financial year. The profit after tax for the year stands at '' 825.89 Lakhs as compared to '' 1,014.70 Lakhs in the previous year.

Change in nature of business

There was no change in the nature of business of the company.

Management Discussion and Analysis Report

The Company’s business activity primarily falls within a single business segment i.e., manufacturing and trading of garments. The analysis on the performance of the industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis Report forming part of this report.

SHARE CAPITAL Equity Shares

The paid-up Equity Share Capital as on March 31,2023 was '' 16,31,41,260/-. There was no change in the Share Capital during the year under review.

Sweat Equity Shares

In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

Differential Voting Rights

In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Differential Voting Rights.

Employee Stock Options

In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

DIVIDEND

Your Directors have not recommended any dividend for the year under review.

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 year under review, your Directors have not proposed to transfer any amount to Reserves.

MATERIAL CHANGES AND COMMITMENT

There are no material changes or commitments that took place after the close of financial year till date which will have any material or significant impact on the financials of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy

Energy conservation continued to be a key focus area. Various initiatives were undertaken by all manufacturing plants to minimise the power consumption.

During the year under review, the energy consumed by the company was 17,28,419 units amounting to '' 195.82/- Lakhs.

Technology Absorption

We are well aware of latest technology being available in our field of operation. Necessary training is imparted to the relevant people from time to time to make them well acquainted with the latest technology.

Foreign Exchange Earning and Outgo

The Company is creating a network across the globe through export of its products.

During the year under review, the details of foreign exchange earnings and outgo are as given below:

RISK MANAGEMENT

The Company has a risk management framework comprising risk governance structure and defined risk management process. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has undertaken projects/programs in accordance with the CSR Policy. The details of the CSR projects are given in ‘Annexure - A’ to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided any guarantee or made any investment under provisions of Section 186 of the Companies Act, 2013. However, the particulars of all loans, guarantees or investments made by the Company are given in notes to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties during the financial year were on an arm’s length basis and were in ordinary course of business and the provision of Section 188 of the Companies Act, 2013 are not attracted. There are no materially significant related party transactions during the period under review made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required. However, details of all related party transactions are given in Notes to Financial Statements.

BOARD OF DIRECTORS, COMMITTEES AND

MANAGEMENT

Composition

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 Companies Act, 2013 ("the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015”], wherever applicable. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Appointment

Considering the knowledge, expertise, experience, skills and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors had appointed Mrs. Vranda Manish Rathi (DIN: 02759920) as

the Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. December 8, 2022 and her appointment was subsequently approved by the Members at the Extra-Ordinary General Meeting held on February 3, 2023.

Resignation

Ms. Savli Prabhakar Mangle (DIN: 07414487), Non-Executive Independent Director of the Company resigned from the Board w.e.f. October 10, 2022.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mr. Baldev Das Ladha (DIN: 03585566), NonExecutive Director, being the longest in the office among the Directors liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for re-appointment.

The brief resume and other details relating to Mr. Baldev Das Ladha who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling ensuing Annual General Meeting.

Re-appointment of Directors

During the year under review, Mr. Nikhil Saraf (DIN: 00611163) was re-appointed as the Non-Executive Independent Director of the Company for a period of five consecutive years w.e.f. August 31, 2022 at the 11^th Annual General Meeting held on September 19, 2022.

Further, the Members of the Company at the Extra-Ordinary General Meeting held on February 3, 2023, have approved the re-appointment of Mr. Santosh Ladha (DIN: 03585561) as Managing Director and Mrs. Geeta Ladha (DIN: 03585488) as Whole-time Director of the Company for a period of 3 (three) years w.e.f. July 30, 2023 respectively.

Meetings of the Board & Committees

The details of Board and Committee Meetings held during the Financial Year ended on March 31,2023 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report. The maximum time gap between any two Board Meetings was not more than

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 company for that period;

c) the directors had 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 had prepared the annual accounts on a going concern basis;

e) 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

f) t he directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy 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. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. It also provides for direct access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is being made available on the Company’s website www. irisclothings.in.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board, on the recommendation of the Nomination and Remuneration Committee, has framed a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has been uploaded on the Company’s website www.irisclothings.in. Further the salient features of the policy are given in the Report of Corporate Governance forming part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2023 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company at www.irisclothings.in.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture. There was no Company which has become or ceased to be Company’s Subsidiary, Joint Venture or Associate during the Financial Year 2022-23.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.

AUDIT AND ALLIED MATTERS Statutory Auditor

M/s. AMK & Associates, (FRN: 327817E) Chartered Accountants, have been appointed as Statutory Auditors of the Company at the Annual General Meeting held on August 31, 2019 for a term of 5 consecutive years to hold office from the conclusion of 8^th Annual General Meeting till the conclusion of 13^th Annual General Meeting to be held in the year 2024.

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

The Statutory Auditor Report to the Members for the year ended March 31, 2023 does not contain any qualification, reservation, adverse remark or disclaimer. Also there has

been no instance of fraud reported by the statutory auditors for the period under review.

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 2022-23 to conduct internal audit of the Company and their report on findings is submitted to the Audit Committee on periodic basis.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2022-23 in the prescribed Form MR-3 is appended as ‘Annexure - B’ to this Board’s Report.

COST RECORDS

The Company has maintained cost records for the products as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance. As per Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with a certificate received from the Statutory Auditors confirming compliance is annexed and forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review impacting the going concern status and the operations of the Company in future.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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 mechanism pertaining to sexual harassment of women employees at workplace.

During the year under review, no complaint was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 applicable provisions of Secretarial Standards SS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during the period under review.

Proceeding pending under the Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services continuously being rendered by the Company’s executives, staff and workers.