Iris Clothings Ltd Directors Report

Dear Members,

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

(Rs in Lakhs)

Particulars	FY2025	FY2024
Revenue from Operations	14,627.33	12,192.11
Other Income	30.60	9.70
Total Income	14,657.93	12,201.81
Total Expenses	12,876.38	10,552.43
Profit or Loss before Extraordinary items Exceptional	1,781.55	1,649.38
Profit or Loss before tax	1,781.55	1,649.38
Less: Tax Expenses	469.32	428.19
Profit or Loss after Tax	1,312.23	1,221.19
Other Comprehensive Income	-	-
Total Comprehensive Income	1,312.23	1,221.19

The revenue for the year was Rs 14,627.33 Lakhs. The profit for the year attributable to shareholders for FY2025 was Rs 1,312.23 Lakhs as against previous yearRss net profit of Rs 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 Rs 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 Rs 35/- each (Face Value - Rs 2/- and Premium - Rs 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 Rs 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 Rs233.32/- 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:

(Rs In Lakhs)

Particulars	FY2025	FY2024
Earnings in Foreign Currencies	123.47	367.91
Expenditure in Foreign Currencies	-	-

RISK MANAGEMENT

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 CompanyRss CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013 (Rsthe ActRs). 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 CompanyRss 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 CompanyRss transactions with Related Parties are at armRss 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, StakeholdersRs 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.

DirectorsRs 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 (RsKMPRs) 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.

COMPANYRsS POLICY RELATING TO DIRECTORSRs APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, DirectorsRs 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 CompanyRss 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 CompanyRss 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 CompanyRss 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 CompanyRss internal control procedures which includes internal financial controls, ensures compliance with various policies, practices and statutes keeping in view the organizationRss 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 (RsPOSH ActRs) 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:

a.	Number of complaints of Sexual Harassment received in the Year	0
b.	Number of Complaints disposed off during the year	0
c.	Number of cases pending for more than ninety days	0

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.

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from members, clients, bankers and all other business associates. We look forward to continued support of all these partners in progress.

		For and on behalf of the Board
		Iris Clothings Limited
	Santosh Ladha	Geeta Ladha
Place: Howrah	Managing Director	Whole-time Director
Date: August 08, 2025	(DIN: 03585561)	(DIN: 03585488)