Outcome of Board Meeting

Date: July 8, 2026 tiaG National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex, Bandra (E) Mumbai — 400051 NSE Symbol: IRISDOREME Subject: Intimation of Outcome of meeting of the Board of Directors of Iris Clothings Limited (the "Company") under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). Dear Sir/Madam, Pursuant to applicable regulations of the SEBI LODR Regulations including Regulation 30, read with Para A of Part A of Schedule III thereof, and in continuation to our earlier intimation dated Friday, July 3, 2026, we wish to inform you that the Board of Directors of the Company, at its meeting held today i.e. Wednesday, July 8, 2026, have inter-alia considered and approved the following: a) Acquisition of 51% of the equity shares of Infinia Lifestyle Private Limited The Board has approved the acquisition of 5,10,000 equity shares of INR 10 each representing 51% paid-up share capital ("Purchase Shares") of Infinia Lifestyle Private Limited from Mr. Harsh Vardhan Sarda and Mrs. Pooja Sarda (“Sellers”), for a total purchase consideration of INR 57,12,00,000 (Indian Rupees Fifty Seven Crore Twelve Lac Only) ("Purchase Consideration"). The Purchase Consideration shall be discharged party by way of cash and partly by way of issue and allotment of upto 77,08,183 (Seventy Seven Lac Eight Thousand One Hundred and Eighty Three) equity shares of the Company having face value of INR 2 each, at a price of INR 41.67/- per equity share (including a premium of INR 39.67/- per equity share), on a preferential basis. The details as required under Regulation 30 of the SEBI LODR Regulations read with SEBI Master Circular for compliance with the provisions of the SEBI LODR Regulations by listed entities (HO/49/14/ 14(7)2025-CFD-POD2/I/3762/2026) dated January 30, 2026, is enclosed as “Annexure 1” and “Annexure 3”. Iris Clothings Limited 103/24/1, Foreshore Road, Howrah 711102, India +91 33 2637 3856 / 2640 4674 | info@irisclothings.in irisclothings.in CIN: LI8IOQWB2011PLC166895 XK DOR=EM= b) Issuance of 77,08,183 equity shares of the Company on preferential basis The Board of Directors has, subject to the approval of the shareholders and receipt of such other regulatory and/or statutory approvals as may be necessary, approved the issuance of upto 77,08,183 (Seventy Seven Lac Eight Thousand One Hundred and Eighty Three) equity shares of the Company of face value of INR 2/- each at an issue price of INR 41.67/- per equity share (including a premium of INR 39.67/- per equity share) ("Preferential Issue"), on a preferential basis, for consideration other than cash. The Preferential Issue is being undertaken towards discharge of part purchase consideration payable by the Company to the Sellers for the acquisition of equity shares of Infinia Lifestyle Private Limited, in compliance with the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), and other applicable laws, each as amended from time to time. The details as required under Regulation 30 of the SEBI LODR Regulations read with SEBI Master Circular for compliance with the provisions of the SEBI LODR Regulations by listed entities (HO/49/14/ 14(7)2025-CFD-POD2/1/3762/2026) dated January 30, 2026, is enclosed as “Annexure 2”. ¢) Notice to the shareholders of the Company to, inter alia, obtain their consent for the issuance of upto 77,08,183 (Seventy Seven Lac Eight Thousand One Hundred and Eighty Three) equity shares of the Company to the Sellers on a preferential basis, part purchase consideration payable by the Company to the Sellers for the acquisition of equity shares of Infinia Lifestyle Private Limited. The Meeting commenced at 11:15 AM and Concluded at 01:00 PM. This is for your information and records. Thanking You, For Iris Clothings Limited Digitally signed by Sa ntosh Santosh Ladha Date: 2026.07.08 Ladha 13:09:02 +05'30' Mr. Santosh Ladha Managing Director Din - 03585561 Iris Clothings Limited 103/24/1, Foreshore Road, Howrah 711 102, India +91 33 2637 3856 / 2640 4674 | info@irisclothings.in irisclothings.in CIN: LI8109WB20TIPLC166895 zx YDR=M= Annexure1 Acquisition(s)(including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/ restructuring), sale or disposal of any unit(s), division(s), whole or substantially the whole of the undertaking(s) or subsidiary of the listed entity, sale of stake in the associate company of the listed entity or any other restructuring: Acquisition (including agreement to acquire): Sl _ | Particulars Di sclosures a) |Name of the target entity,|Inf inia Lifestyle Private Limited (“Target details in brief such as size, Company” or “Infinia Lifestyle”) turnover etc. (For details in brief such as size, turnover etc.- As per clause j below) b) |Whether the acquisition No, the acquisition would not fall within would fall within related party related party transaction(s). transaction(s) and whether the promoter / promoter The Proposed Allottees are not Related group / group companies have Parties of the Company. any interest in the entity being acquired? If yes, nature of None of the promoter, promoter group or interest and details thereof group companies are interested in the and whether the same is done acquisition. at “arm’s length” The proposed acquisition is at arm’s length basis. c) Industry to which the entity|Tex tile and Apparel Industry being acquired belongs; d) |Objects and effects of | St rategic Expansion Through acquisition (including but not | Acquisition: Iris Clothings Limited to limited to, disclosure _ of| acquire Infinia Lifestyle. reasons for acquisition of target entity, if its business is Iris Clothings Limited, is engaged in the outside the main line of manufacturing, designing, branding and business of the listed entity) selling of kidswear under the brand name DOREME in India. Infinia Lifestyle is engaged in the business of athleisure wear. The acquisition of Target Company is in alignment with its strategic objective to strengthen its market Iris Clothings Limited 103/24/1, Foreshore Road, Howrah 711 102, India +91 33 2637 3856/ 2640 4674 | info@irisclothings.in irisclothings.in KX NOREM= CIN: LI8IOSWB20T1PLC166895 pos ition and broaden its national footprint in the readymade garments industry. e) |Brief details of | any/App ropriate approvals will be taken from governmental or regulatory| the shareholders in the general meeting and approvals required for the|from the NSE Limited including in- acquisition principle approval for issue, allotment and listing / trading f) Indicative time period for|The Acquisition will be completed within a completion of the acquisition | period of 15 (fifteen) days from the later of:- (i) Date of the approval of special resolution for preferential issue of equity shares; or (ii) Receipt of date of the in-principal approval/ permission required for allotment under the preferential issue from the stock exchanges for issuance of the equity shares to the proposed allottees. g) | Nature of consideration - Cas h & Share Swap whether cash consideration or share swap and details of |The acquisition of 51% stake in Target the same; Company by the Company from Sellers is proposed to be undertaken for a total purchase consideration of INR 57,12,00,000 (Indian Rupees Fifty Seven Crore Twelve Lac Only), which will be discharged by the Company as follows: By Cash: INR 25,00,00,000 (Indian Rupees Twenty Five Crore Only) By Share Swap: 77,08,183 (Seventy Seven Lac Eight Thousand One Hundred and Eighty Three) Equity shares to be issued at an issue price of INR 41.67/- per equity share (including a premium of INR 39.67/- per equity share), aggregating to INR 32,12,00,000/- (Indian Rupees Thirty Two Crore Twelve Lac Only) Iris Clothings Limited 103/24/1, Foreshore Ro [Showing first 8,000 characters — download PDF for full document]