Your Directors present the 47^th Annual Report on the business and operations of the Mirza International Limited (“the Company
or “MIL”) along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2026.

Financial Summary

The Company's standalone and consolidated financial performance for the year ended March 31,2026 is summarised below:

State of Company’s Affairs

The financial highlights (standalone and consolidated) of the
Company are as under:

• The Consolidated Revenue from operations is ' 52,723.18
Lakh as compared to ' 58,122.71 Lakh in the previous year.

• The Standalone Revenue from operations is ' 51,622.69
Lakh as compared to ' 56,958.40 Lakh during the
previous year.

• The Standalone Profit / (Loss) before Tax is ' 263.09 Lakh
as compared to ' (473.81) Lakh during the previous year.

Growth Strategy
Exports

Your Company is focusing on export marketing of its product
with facts that during FY 2025-26, export turnover of the
Company was ' 37,374.01 Lakh as against ' 48,638.80 Lakh
during FY 2024-25. The Company is looking to get upward
movement from last achieved export turnover subject to global
economic conditions. Your Company's efforts in maintaining

a focus on promoting own brands, ensuring timely product
availability to our international partners.

Sales & Marketing

During the year, the Company continued to strengthen its
distribution network by expanding into underpenetrated
markets, while empowering its sales force and channel partners
with innovative, digitised solutions to enhance operational
efficiency. Comprehensive measures were undertaken to provide
best-in-class rewards and recognition to the sales force, which
helped reduce attrition and reinforce the Company's employee
value proposition.

Additionally, the Company expanded its service offerings
through e-commerce channels and established its presence
in the domestic market for men's products under the brand
Thomas Crick.

Innovation and Design Edge

Our globally admired designs are inspired by our intimate
knowledge of fashion and trends in different countries and
brought to life at our design studios. The Company has an expert
in-house design and development team that works closely with

our global sales team to gather consumer insights and market
intelligence. This knowledge translates into compelling designs
for our footwear.

The services of our in-house team help us to speed up product
innovation. Our design centre and manufacturing units are
connected by CAD/CAM, which further minimises the gap
between design and manufacturing. Our success in innovation
is also driven by specialist teams focussed on critical areas of
footwear making. New product options at regular intervals keep
our consumers engaged and interested in our brands, leading
to fresh purchases.

We are among the few/only Indian overseas footwear suppliers
to design our products in-house. As we own the Intellectual
Property rights for our products, it protects our unique designs
from being infringed upon.

Manufacturing Excellence

Our integrated facilities, expertise and strict adherence to high
quality standards have made us an admired manufacturer and
preferred global supplier. Our tannery, which is among the largest
facilities in India, provides a steady supply of quality leather for
our footwear units. Modern processes and machinery at the
tannery enable high productivity, drive cost efficiencies, conserve
energy and water, and minimise negative environmental impact.

Leather footwear production is undertaken at company-owned
integrated manufacturing facilities. We have 4 manufacturing
units equipped with the latest machinery and technology.
These are located across Unnao and Greater Noida in Uttar
Pradesh. The manufacturing facilities are supported by more
than 25 dedicated ancillary units. Highly proficient footwear
technicians are engaged at our facilities, who are involved in
end-to-end product development - from material selection to
designing to production. Our robust setup ensures seamless
and uninterrupted operations as well as guarantees timely
delivery of finished products.

Quality at Every Step

Complete control over each stage of production and stringent
checks ensure that our products are top quality. Regular
inspection of intermediate products is also carried out at various
units to maintain quality of end product. Quality inspection of
finished products is undertaken batchwise. As per international
norms, all our products are REACH compliant.

E-commerce

E-commerce is the fastest growing channel for your Company.
With all our brands present in leading e-commerce portals,
your Company continued its sustained investments on these
platforms and is well positioned to drive growth in the future.
Our brands including “Thomas Crick” and “Off The Hook” are
currently live on Amazon, ASOS, Debenhams, Flipkart, Myntra,
Tata Cliq, Limeroad, Jiomart and Ajio.

Scheme of Amalgamation of RTS Fashion Limited,
UAE with Mirza International Limited

i. During the year under review, the Board of Directors
approved a Scheme of Amalgamation of RTS Fashion
Limited, UAE (“Transferor Company”) with Mirza
International Limited (“Transferee Company”) under the
provisions of Sections 230 to 232 read with Section 234
and other applicable provisions of the Companies Act,
2013. The Scheme provided for amalgamation of the
Transferor Company with and into the Transferee Company
on a going concern basis, together with matters incidental,
consequential and integrally connected therewith.

ii. The Hon'ble National Company Law Tribunal, Allahabad
Bench, Prayagraj (“NCLT”), vide its Order dated April
23, 2026, approved the Scheme of Amalgamation. The
Scheme became effective on May 1, 2026 upon filing of
the certified copy of the NCLT Order with the Registrar of
Companies, Uttar Pradesh, Noida. However, in terms of
the Scheme and Section 232(6) of the Companies Act,
2013, the Scheme is operative with effect from April 1,
2025, being the Appointed Date.

iii. Pursuant to the Scheme becoming effective, RTS Fashion
Limited stands amalgamated with Mirza International
Limited together with all its assets and liabilities on a going
concern basis with effect from the Appointed Date.

iv. Since the Transferor Company was a wholly owned
subsidiary of the Transferee Company, no shares were
required to be issued by the Transferee Company pursuant
to the Scheme of Amalgamation.

v. RTS Fashion Limited was incorporated and registered
as a Free Zone Offshore Company with Jebel Ali Free
Zone Authority (JAFZA), United Arab Emirates. Prior to
the Scheme becoming effective, Mirza (UK) Limited,
incorporated in the United Kingdom, was a wholly owned
subsidiary of RTS Fashion Limited and a step-down wholly
owned subsidiary of Mirza International Limited. Pursuant
to the Scheme becoming effective, Mirza (UK) Limited
has become a direct wholly owned subsidiary of Mirza
International Limited.

vi. The amalgamation has been accounted for in accordance
with the applicable provisions of Indian Accounting
Standards (Ind AS). A detailed note on the accounting
treatment and financial impact of the Scheme is provided
in Note No. 40 forming part of the Financial Statements.

Subsidiary, Joint Ventures and Associate
Companies

During the year under review, Genesis Brands Inc and Genesis

Brands UG have become the wholly owned subsidiaries of the

Company w.e.f. July 7, 2025 and February 13, 2026.

Pursuant to the Scheme of Amalgamation of RTS Fashion Limited
with and into Mirza International Limited becoming effective from
May 1,2026, RTS Fashion Limited was amalgamated into Mirza
International Limited with the appointed date i.e., April 1,2025.
RTS Fashion Limited had one foreign subsidiary namely Mirza
(UK) Limited, which pursuant to Scheme of Amalgamation
became direct subsidiary of Mirza International Limited.

As on March 31,2026, your Company had 4 (four) wholly owned
subsidiary companies i.e., Mirza (UK) Limited, Genesis Brands
Private Limited, Genesis Brands Inc. and Genesis Brands UG.
The Company does not have any associates or joint ventures
as on March 31,2026.

During the year, the Board of Directors reviewed the affairs
of the subsidiaries. In accordance with Section 129(3) of
the Companies Act, 2013, your Company has prepared
consolidated financial statements of the Company and all its
subsidiaries, which form part of the Annual Report.

A statement containing the salient features of the financial
statements of our subsidiaries in the prescribed format Form
AOC-1 is annexed with financial statement of the Company.

In accordance with Section 136 of the Act, the audited financial
statement, including the consolidated financial statements and
related information of the Company and audited accounts of
each of its subsidiaries, are available on Company's website
https://mirza.co.in/financial.php?id=sf. These documents will
also be available for inspection at our registered office in Noida,
on any working day between 3:00 p.m. to 5:00 p.m. till the date
of the ensuing Annual General Meeting (AGM) of the Company.

Material changes and commitments after the
closure of the financial year

After the closure of the financial year till this report, the
Company has in principally approve the strategic restructuring
of the Company's business through a Scheme of Arrangement,
subject to necessary approvals.

The proposed restructuring may include the reorganisation and
segregation of identified business verticals into separate entities.
The business verticals under evaluation include:

• Leather Tannery Business;

• Footwear Manufacturing businesses (men's ladies' and
sports footwear across domestic and export markets); and

• Branded retail/e-commerce business under “Thomas
Crick” and “Off the Hook”.

The above segregation is proposed to be implemented through
the demerger of one or more of the aforesaid business verticals
into separate resulting companies.

Change in nature of business

There has been no change in the nature of business of
the Company.

Dividend

The Company has not declared any Dividend for the financial
year ended on March 31,2026.

Transfer to reserve

The Board has not transferred any amount to General Reserve.

Deposits

The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and as
such no amount of principal or interest was outstanding as on
the Balance Sheet date.

Share Capital

The Authorised Share Capital of your Company as on March 31,
2026 stood at ' 59,39,45,000 divided into 29,69,72,500 equity
shares having face value of ' 2 each. The Issued, Subscribed
and Paid-up Share Capital of your Company is ' 27,64,03,800
divided into 13,82,01,900 equity shares of ' 2 each.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies
Act, 2013, Mr. Tasneef Ahmad Mirza, Whole-time Director who
was liable to retire by rotation at the 46^th AGM being eligible,
re-appointed by the members vide ordinary resolution in the
46^th AGM held on July 26, 2025. Further, Mr. Shahid Ahmad
Mirza and Mr. Faraz Mirza, Whole-time Directors are liable to
retire by rotation at the ensuing AGM, and being eligible, have
offered themselves for re-appointment in accordance with the
provisions of the Companies Act, 2013. The resolution seeking
members approval for their re-appointment forms part of the
AGM Notice. The Board of Directors of your Company has
recommended their appointment.

The tenure of 3 years of Mr. Faraz Mirza, Whole-time Director
and Mr. Tauseef Ahmad Mirza, Managing Director, Mr. Tasneef
Ahmad Mirza and Mr. Shahid Ahmad Mirza, Whole-time Directors
of the Company is expiring on August 11,2026 and September
30, 2026 respectively. The Board upon the recommendation
of Remuneration and Compensation Committee subject to the
approval of members of the Company, have recommended
the re-appointment of Mr. Faraz Mirza as Whole-time Director
w.e.f. August 12, 2026 for a period of 3 years, and the re¬
appointment of Mr. Tauseef Ahmad Mirza, Managing Director,
Mr. Tasneef Ahmad Mirza and Mr. Shahid Ahmad Mirza, Whole¬
time Directors of the Company w.e.f. October 1, 2026 for a
period of 3 years. The resolutions seeking members approval
for their re-appointment form part of the AGM Notice. The
Board of Directors of your Company has recommended
their appointment.

The Board of Directors upon the recommendation of
Remuneration and Compensation Committee in their meeting
held on May 29, 2026, have appointed Mr. Aqeel Ahmad Khan
as an Additional Director designated as Whole-time Director
w.e.f. June 1,2026 for a period of 3 years subject to the approval
of shareholders in ensuing AGM. The Company has received a

notice in writing from members proposing his candidature for
the office of Director.

The brief resume of the Director seeking appointment / re¬
appointment along with other details as stipulated under
Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) and
Secretarial Standards issued by The Institute of Company
Secretaries of India, are provided in the Notice convening the
ensuing AGM of the Company and the Corporate Governance
Report forming part of the Annual Report.

Mr. Nirmal Sahijwani has tendered his resignation w.e.f.
February 1,2026. The Board places on record its deep sense of
appreciation for the guidance and invaluable contributions made
by him during his tenure as Whole-time Director of the Company.

The Company has received necessary declarations from all the
Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the
Companies Act, 2013 (“Act”) and Listing Regulations. In the
opinion of the Board, they fulfil the conditions of independence
as specified in the Act and the Listing Regulations and are
independent of the Management.

The Independent Directors of the Company are people
of integrity and comprise of appropriate skills/expertise/
competencies (including proficiency) and have rich and varied
experience in diversified domains for effective functioning of the
Board of Directors of the Company.

The Company has received confirmation from all its Independent
Directors that they are registered in the Independent Directors'
Data Bank of the Indian Institute of Corporate Affairs at
Manesar, in compliance with the provisions of sub-rule (1) of
rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014.

The details of programmes conducted for familiarisation of
Independent Directors with the Company, nature of the industry
in which the Company operates, and related matters are put
up on the website of the Company at thehttps://mirza.co.in/
corporate.php?id=td.

Key Managerial Personnel

As of March 31, 2026, following are the Key Managerial
Personnel (KMP) of the Company as per Sections 2(51) and
203 of the Act:

• Mr. Tauseef Ahmad Mirza, Managing Director

• Mr. Shahid Ahmad Mirza, Whole-time Director

• Mr. Tasneef Ahmad Mirza, Whole-time Director

• Mr. Faraz Mirza, Whole-time Director

• Ms. Harshita Nagar, Company Secretary &
Compliance Officer

• Mr. V. T. Cherian, Chief Financial Officer

The Company has received the resignation of Mr. V. T. Cherian
vide his letter dated April 27, 2026, from the position of Chief
Financial Officer and Key Managerial Personnel of the Company,
with effect from the close of business hours on May 31,2026.

The Board places on record its deep sense of appreciation for
the guidance and invaluable contributions made by him during
his tenure as Chief Financial Officer of the Company.

Further, the Board of Directors upon the recommendation
of Remuneration and Compensation Committee and Audit
Committee in their meeting held on May 29, 2026, have
appointed Mr. Anil Kumar Mahipal as Chief Financial Officer of
the Company w.e.f. commencement of business hours on June
1,2026.

Evaluation of Directors, Board and Committees

The Remuneration and Compensation Committee (NRC) of the
Company has devised a policy for performance evaluation of the
individual directors, Board and its Committees, which includes
criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations
and based on policy devised by the NRC, the Board has carried
out an annual performance evaluation of its own performance,
its committees and individual directors. The Board performance
was evaluated based on inputs received from all the Directors
after considering criteria such as Board composition and
structure, effectiveness of Board and information provided to
the Board, etc.

The performance of the committees was evaluated by the Board
of Directors based on inputs received from all the committee
members after considering criteria such as composition and
structure of committees, effectiveness of committee meetings,
etc. Pursuant to the Listing Regulations, performance evaluation
of independent directors was done by the entire board, excluding
the independent director being evaluated. A separate meeting
of the Independent Directors was also held for the evaluation
of the performance of non-independent Directors, performance
of the Board as a whole and that of the Chairman of the Board.

Company’s policies:

Pursuant to the provisions of the Companies Act, 2013 and other
corporate laws, the Board of Directors are required to frame
different policies/ maintain systems/ plans and devise codes.
Hereunder, details of Company's policies are detailed below:

1. Nomination and Remuneration Policy

The Nomination and Remuneration Policy was devised
in accordance with Section 178 of the Act and the
Listing Regulations, as amended. The Nomination and
Remuneration Policy of the Company is aimed at inculcating
a performance-driven culture. Through its comprehensive
compensation programme, the Company endeavours to
attract, retain, develop and motivate a high-performance
workforce. The said policy is available on the Company's
website athttps://mirza.co.in/corporate.php?id=po.

2. Risk Management Policy

The Company has in place a Risk Management Policy
which was reviewed by the Audit Committee and approved
by the Board of Directors of the Company. The Policy
provides for a robust Risk Management Framework to
identify and assess strategic, operational, financial and
compliance risks and monitors the effectiveness and
efficiency of risk mitigation and control measures. The
major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a
continual basis.

The Risk Management Framework of the Company
consists of three key components:

• Risk identification and assessment: Periodic
assessment to identify significant risks for the
Company and prioritising the risks for action.
Mechanisms for identifcation and prioritisation of
risks include risk survey, business risk environment
scanning and focused discussions in Risk
Management Committee. Risk survey of executives
across units, functions is conducted before the annual
strategy exercise. Risk register and internal audit
findings also provide pointers for risk identification.

• Risk measurement, mitigation and monitoring:

For top risks, dashboards are created that track
external and internal indicators relevant for risks, so
as to indicate the risk level. The trend line assessment
of top risks, analysis of exposure and potential impact
are carried out. Mitigation plans are finalised, owners
are identifed and progress of mitigation actions are
monitored and reviewed.

• Risk Reporting: Top risks report outlining the risk
level, trend line, exposure, potential impact and
status of mitigation actions is discussed in Risk
Management Committee on a periodic basis. In
addition, risk update is provided to the Board. Entity
level risks such as project risks, account level risks
are reported to and discussed at appropriate levels
of the organisation.

The Board takes responsibility for the overall process of
Risk Management in the organisation, through Enterprise
Risk Management Programme, Business units and
corporate functions address opportunities and attendant
risks through an institutionalised approach aligned to the
Company's objective.

3. Vigil Mechanism (Whistle Blower)

The Company has in place a Whistle Blower Policy to
establish a vigil mechanism for Directors/Employees and
other stakeholders of the Company to report concerns
about unethical behaviour, actual or suspected fraud,
or violation of the code of conduct /business ethics as
well as to report any instance of leak of Unpublished

Price Sensitive Information. The vigil mechanism provides
for adequate safeguards against victimisation of the
Director(s) and employee(s) who avail of this mechanism.
No person has been denied access to the Chairman of
the Audit Committee.

The Vigil Mechanism (Whistle Blower) Policy is available on
Company's website at thehttps://mirza.co.in/corporate.
php?id=po.

4. Dividend Distribution Policy

I n terms of Regulation 43A of the Listing Regulations,
the Company has in place the Dividend Distribution
Policy which aims to ensure fairness, sustainability and
consistency in distributing profits to the Shareholders. The
Policy is available on Company's website athttps://mirza.
co.in/corporate.php?id=po.

Disclosure under Secretarial Standards

The Directors state that the Company is complying with all the
applicable Secretarial Standards on meetings of the Board
of Directors.

Particulars of Loans, Guarantees or Investments
under Section 186

The particulars of loans, guarantees, and investments covered
under the provisions of Section 186 of the Act have been
disclosed in the financial statements.

Internal Financial Control Systems and their
Adequacy

The internal control systems commensurate with the size,
scale and complexity of the operations of the Company.
These have been designed to provide reasonable assurance
with regard to recording and providing reliable financial
and operational information, complying with the applicable
statutes, safeguarding assets from unauthorised use, executing
transactions with proper authorisation and ensuring compliance
with corporate policies.

The Audit Committee of the Board of Directors, comprising of
Independent Directors, reviews the effectiveness of the internal
control system across the Company including annual plan,
significant audit findings and recommendations, adequacy
of internal controls and compliance with accounting policies
and regulations.

Investor Education and Protection Fund (IEPF)

Pursuant to Section 124 of the Companies Act, 2013, read with
Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“Rules”), mandates
that Companies shall transfer dividend that has remained
unclaimed for a period of 7 years from the unpaid dividend
account to IEPF. Further, the rules mandates that the shares on
which dividend has not been paid or claimed for a period of 7
consecutive years or more be transferred to the IEPF.

The Company sends periodic intimation to the shareholders
concerned, advising them to lodge their claims with respect
to unclaimed dividend. Shareholders may note that both the
unclaimed dividend and corresponding shares transferred to
IEPF, including all benefit accruing on such shares if any, can
be claimed back from IEPF following the procedure prescribed
in the Rules.

Details of the Nodal Officer

Ms. Harshita Nagar, Company Secretary and Compliance
Officer of the Company has been appointed as the Nodal officer
as per the provisions of IEPF. The details of the same may be
accessed on the Company's website at: https://https://mirza.
co.in/shareholders.php?id=no.

Share transferred to IEPF

During the year, the Company transferred 65,253 shares on
November 19, 2025, to the IEPF. The shares transferred were
on account of dividends unclaimed for seven consecutive years.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under
review, as stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is presented in a
separate section, forming part of the Annual Report.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee
in place as per the provisions of Section 135 of the Act. As
on March 31, 2026, the Committee consisted of Mr. Tauseef
Ahmad Mirza, Chairman, Mr. Tasneef Ahmad Mirza, and
Mr. Sanjiv Gupta as members of the Committee.

The Company's Corporate Social Responsibility Policy (CSR
Policy) duly approved by the Board, indicates the activities
to be undertaken by the Company to fulfil the expectation
of our Stakeholders and to continuously improve our social,
environmental and economic performance while ensuring
sustainability and operational success of our Company.

The Company would also undertake other need-based initiatives
in compliance with Schedule VII to the Companies Act, 2013.
The guiding principles for all CSR initiatives of the Company
are as follows:

• Establishing a guideline for compliance with the provisions
of Regulations to dedicate a percentage of Company's
profits for social projects;

• Ensuring the implementation of CSR initiatives in letter and
spirit through appropriate procedures and reporting; and

• Creating opportunities for employees to participate in
socially responsible initiatives.

The CSR Policy may be accessed on the Company's
website at the link:https://mirza.co.in/corporate.
php?id=po.

The Annual Report on CSR activities for the FY 2025-26
is annexed as Annexure - I to this Report.

Human Resources

The Company believes that Human Resource is the key to
its success. A well-planned Human Resource policy and its
proper implementation with employee's satisfaction nurture the
Company's growth story for long run. The Company provides
a fair and inclusive environment that promotes new ideas,
respect for the individual and equal opportunity to succeed.
Experience, merit and performance, leadership abilities,
strategic vision, collaborative mindset, teamwork and result
orientation are actively promoted and rewarded through an
objective appraisal process.

The number of people employed as on March 31, 2026 was
1,288 (March 31, 2025: 1,436). Industrial Relations were
satisfactory during the year.

The Company wishes to put on record its deep appreciation of
the co-operation extended and efforts made by all employees.

Particulars of Employees and other Additional
Information

The Information required as per Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed
as Annexure - II to this Report.

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing top

ten employees in respect of their remuneration and a statement
showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said
rules is annexed as Annexure - III.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgoa) Conservation of energy

Energy conservation measures are being carried out

continuously in its operational activities by way of

monitoring energy related parameters on regular basis.

To achieve above objectives, the following steps are being

undertaken by the Company:

• Continuously monitoring the energy parameters such
as maximum demand, power factor, load factor on
regular basis;

• Installation of energy efficient LED lights by replacing
high energy consuming lights.

• Increasing the awareness of energy saving within the
organisation to avoid the wastage of energy;

Steps taken for utilisation of alternate source of energy;

• I nstallation of solar plants with a capacity of 3,750
KW at our plant locations that generate an average
of 14,500 units of electricity each day.

Capital investment on energy conservation equipment:

b) Technology Absorptioni) Efforts made towards technologyabsorption

Following efforts are made during the year towards

technology absorption:

• Replacement of old Desktops / Laptops
with latest technology Laptops and data
processing units;

• Introduction of new designs for shoe uppers; and

• Expansion of online platforms in global market.

ii) Benefits derived

• Speedy and real time updated flow of information
between management and staff level;

• Adding customer base remaining half population
i.e. Women; and

• Value addition and Brand building via online
outlets with more customer reach;

(i) I n case of imported technology (imported
during the last three years reckoned from
the beginning of the financial year): N/A

(ii) Expenditure incurred on Research and
Development: ' 403.67 Lakh

c) Foreign Exchange Earnings and Outgo

During the year, the foreign exchange earned was
' 40,832.61 Lakh as compared to ' 44,436.27 Lakh
during the previous year. The foreign exchange outgo
was ' 4,248.02 Lakh as compared to ' 7,439.78
Lakh during the previous year

Corporate Governance

The Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements set out by the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The report on Corporate Governance as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Annual Report. The requisite certificate
from the Practicing Company Secretary confirming compliance
with the conditions of corporate governance is attached to the
Report on Corporate Governance.

Auditors and Auditors Reporta) Statutory Auditors

M/s. Saxena Roongta & Associates, Chartered
Accountants, were appointed as Statutory Auditors of
the Company for a term of 5 (five) consecutive years,
at the Annual General Meeting of the Company held on
September 28, 2022, to hold office as Statutory Auditors for
a period of five consecutive years i.e. upto the conclusion
of the 48^th AGM. The Auditors have confirmed that they
are not disqualified from continuing as the Auditors of
the Company.

The Notes on Financial Statement referred to in the
Auditors' Report are self-explanatory and therefore do
not require any further comments. There was no instance
of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or
Board under Section 143(12) of the Companies Act, 2013
and the rules made thereunder.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read
with Rule 9 Managerial Personnel Rules and Regulation
24A of the SEBI LODR Regulations, the Board of Directors
had appointed M/s. R&D Company Secretaries, Practicing
Company Secretaries as Secretarial Auditor to conduct the

secretarial audit of the Company for the first term of five (5)
consecutive years from the FY 2025-26 to financial year
2029-30. The Secretarial Audit Report issued by them is
annexed as Annexure - IV to this Report. The Secretarial
Audit Report does not contain any qualification, reservation
or adverse remarks.

In addition to the above and in compliance with Regulation
24A(2) of the SEBI LODR Regulations, Annual Secretarial
Compliance Report issued by M/s. R&D Company
Secretaries, Secretarial Auditor, for the financial year
ended March 31,2026, has been submitted with the stock
exchanges within prescribed time.

c) Cost Auditor

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 maintenance of Cost Records is required by the
Company and accordingly such accounts and records are
made and maintained.

The Board of Directors, in compliance with the provisions of
the Companies Act, 2013, Rules and Notifications issued
thereunder, have appointed Mr. Arun Kumar Srivastava,
Cost Accountants, as Cost Auditor to conduct Audit of
the Cost Accounts maintained by the Company for the
FY 2025-26.

The Board of Directors has, based on the recommendations
of the Audit Committee, in their meeting held on May 29,
2026, re-appointed Mr. Arun Kumar Srivastava, Cost
Accountant, as Cost Auditor of the Company to conduct
the audit of the Company's Cost Records for the financial
year 2026-27. Mr. Arun Kumar Srivastava has confirmed
his independence and arm's length relationship with the
Company and that he is free from the disqualifications
specified in Section 139, 141 of the Act and his
appointment meets the requirements prescribed in Section
141(3)(g) and 148 of the Act.

I n compliance with Rule 14 of the Companies (Audit
and Auditors), Rules, 2014, an item for ratification of
remuneration of cost auditor for conducting the audit for
the financial year 2026-27 has been included in the Notice
of the ensuing AGM for member's approval.

The observation / emphasis of matter given in the Cost
Audit Report with respect to maintenance of unit of
measurement other than those specified in HSN Code as
per the Customs Tariff Act, 1975, are self-explanatory and
therefore, do not call for any further comments.

Annual Return

Pursuant to Section 134(3)(a), the draft Annual Return of the

Company prepared as per Section 92(3) of the Act for the

financial year ended March 31,2026, is hosted on the website

of the Company and can be accessed at i.e.,https://mirza.

co.in/financial.php?id=ar under “Investors” Section.

Number of Board Meetings

During the year under review, 4 (four) Board Meetings were
convened and held on May 24, 2025, August 2, 2025, November
11,2025, and February 7, 2026, the details of which are given
in the Corporate Governance Report which is forming part of
this Annual Report.

Audit Committee

The Audit Committee comprises of Non-Executive Independent
Directors namely Mr. Sanjiv Gupta, Chairman and Mr. Sanjay
Bhalla, Mr. Sabir Amin Ul Rahman and Ms. Saumya Srivastava as
members. For further details, please refer Report on Corporate
Governance which is forming part of this Annual Report.

The recommendations / observations of the Audit Committee
placed before the Board during the financial year ended March
31, 2026, in respect of matters pertaining to the financial
management or any other matter related thereto, were
considered and duly accepted by the Board of Directors of
the Company.

Contracts and Arrangements with Related Parties

Particulars of contracts or arrangements with Related Parties
pursuant to Section 134(3)(h) of the Companies Act, 2013
read with rule 8(2) of the Companies (Accounts) Rules, 2014
in Form AOC-2 are given in Annexure - V forming part of this
Report. Notes to Accounts cover information on Related Party
Transactions entered by the Company.

All contracts / arrangements entered with Related Parties in
terms of Section 188(2) of the Companies Act, 2013 were in the
ordinary course of business and on an arm's length basis. During
the year under review, the Company has entered transactions
with Olive Shoes Private Limited, REDTAPE Limited and Mirza
(UK) Limited, Related Parties which were considered material
in terms of the Company’s policy on materiality of Related Party
Transactions read with SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015. The aforesaid transactions
were approved by members in the Annual General Meeting held
on September 23, 2023.

The Policy on Related Party Transactions is available on the
website of the Company, i.e.,https://mirza.co.in/corporate.
php?id=po.

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

The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in compliance
with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder for prevention and redressal of
complaints of Sexual Harassment at workplace.

The Company is committed to provide equal opportunities
without regard to their race, caste, sex, religion, colour,
nationality, disability etc. All women associates (permanent,
temporary, contractual & trainees) as well as any women visiting
the Company's office premises or women service providers
are covered under this Policy. All employees are treated with
dignity with a view to maintain a work environment free of sexual
harassment whether physical, verbal or psychological.

The Directors further state that during the year under review, there
were no complaints filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Internal Complaints Committee has been setup
to redress complaints regarding Sexual Harassment, if any.

The Code on Social Security, 2020 - Maternity
benefit

The Company is in compliance with the applicable provisions
relating to maternity benefits as prescribed under the Maternity
Benefit Act, 1961/ the Code on Social Security, 2020.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors,
in terms of Section 134 of the Companies Act, 2013 (“Act”),
state that:

a) in the preparation of the annual accounts for the year ended
March 31,2026, the applicable accounting standards read
with requirements set out under Schedule III to the Act,
had been followed and there are no material departures;

b) the Directors had selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
as at March 31,2026 and of the profit of the Company for
the year ended on that date;

c) t he Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) t he 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 are adequate and operating effectively.

General

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the
Companies Act 2013.

b) Issue of equity shares with differential right as to dividend,
voting or otherwise.

c) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

d) I ssue of Employees Stock Option to employees of the
Company under any scheme.

Acknowledgements

Your Directors would like to express their appreciation for
assistance and co-operation received from the Financial
Institutions, Banks, Government Authorities, 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 by all employees of
the Company.