Iris Clothings EGM Approves INR 32.12 Cr Preferential Issue

The EGM will consider one special resolution for the preferential issue of equity shares:

ITEM NO. 1: ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS

Purpose: To acquire 51% equity stake in Infinia Lifestyle Private Limited comprising 5,10,000 equity shares of face value INR 10/- each
Total Consideration: INR 57,12,00,000 (Fifty Seven Crore Twelve Lac Only)
Cash Component: INR 25,00,00,000 (Twenty Five Crore Only)
Non-cash Component: INR 32,12,00,000 (Thirty Two Crore Twelve Lac Only) through equity shares
Number of Shares: Up to 77,08,183 (Seventy Seven Lac Eight Thousand One Hundred Eighty Three) equity shares
Face Value: INR 2/- per share
Issue Price: INR 41.67 per share (including premium of INR 39.67 per share)
Allottees:
Mr. Harsh Vardhan Sarda: 38,54,092 shares
Mrs. Pooja Sarda: 38,54,091 shares
Relevant Date: Friday, July 3, 2026 for price determination
Lock-in Period: As specified in Chapter V of SEBI ICDR Regulations
Listing: Shares will be listed on NSE and rank pari-passu with existing shares

The Company has implemented comprehensive voting arrangements:

Remote e-voting Period: Friday, July 31, 2026 (9:00 am) to Sunday, August 2, 2026 (5:00 pm)
Cut-off Date: Monday, July 27, 2026 for shareholder eligibility
Service Provider: Central Depository Services (India) Limited (CDSL)
Scrutinizer: Mrs. Pooja Bachhawat, Practising Company Secretary (ACS-52835; CP-28111)
Voting Methods:
Remote e-voting prior to meeting
E-voting during the EGM for those attending virtually
Shareholders who vote remotely cannot vote again during the meeting

While actual voting results are not yet available (meeting scheduled for August 3, 2026), the document specifies:

Voting rights are proportional to shareholding as of cut-off date (July 27, 2026)
Results will be declared along with Scrutinizer's Report
Results will be placed on Company website, Stock Exchange website, and CDSL website immediately after declaration

The Company confirms compliance with:

Companies Act, 2013 (Sections 23(1)(b), 42, 62(1)(c), 102, 103, 108)
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 30, 44)
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Chapter V)
Companies (Prospectus and Allotment of Securities) Rules, 2014
Companies (Share Capital and Debentures) Rules, 2014
Secretarial Standards on General Meetings
MCA and SEBI circulars on virtual meetings

Santosh Ladha: Managing Director (DIN: 03585561) - Authorized signatory for regulatory communication
Sweta Agarwal: Company Secretary and Compliance Officer (Membership Number: ACS 29343) - Issued the EGM notice and explanatory statement
Pooja Bachhawat: Practising Company Secretary (ACS-52835; CP-28111) - Appointed as Scrutinizer for voting process

Valuation: Conducted by Mr. Anurag Singal, Registered Valuer (IBBI/RV/06/2022/14679) using Income Approach, Market Approach, and Cost Approach
Shareholding Pattern Change: Promoters' holding will reduce from 61.17% to 58.79% post-issue
No change in control or management of the Company pursuant to the preferential issue
None of the Promoters/Directors/Key Managerial Personnel are subscribing to the offer
Company undertakes to comply with all SEBI ICDR Regulations regarding price recomputation if required
Registrar & Transfer Agent: Cameo Corporate Services Limited, Chennai
Certificate from Practicing Company Secretary available for inspection at registered office