Certificate on Statement of Deviation

Date: 30th October,2026 The Manager- Listing Department, BSE Limited 20th Floor, P. J. Towers, Dalal Street, Mumbai - 400 001 Subject: Outcome of Board Meeting of Company Ref.: Scrip Code: 544221 (KIZI APPARELS LIMITED) Pursuant to the provisions of Regulation 30 and 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, we would like to inform that the Board of Directors of the company at its meeting held today i.e. on Friday, 30th October, 2026 inter-alia have considered and approved the following: 1. Considered and approved Standalone Unaudited Financial Results of the company for the half year ended 30th September, 2026. 2. To consider and approve the increase in the Authorized Share Capital of the Company from 11,00,00,000/- (Rupees Eleven Crore Only) divided into 1,10,00,000 (One crore Ten Lakhs) Equity Shares of 10/- (Rupees Ten Only) each to 16,00,00,000/- (Rupees Sixteen Crore Only) divided into 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of 10/- (Rupees Ten Only) each, subject to the approval of the Members of the Company and consequential alteration of Clause V of the Memorandum of Association of the Company. 3. Issue, offer and allot up to 51,69,000 warrants convertible into 51,69,000 Equity Shares of Face Value of Rs. 10/- each on preferential basis to the persons belonging to the Promoter / Promoter Group and Public category at an issue price which shall not be less than minimum price to be determined in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time, subject to the approval of members. The conversion can be exercised at any time during the period of 18 Months from the date of allotment of warrants on such terms and conditions as applicable. 4. The Board considered and approved the appointment of Mr. Bhavin R. Patel (IBBI/RV/05/2019/11668), Registered Valuer, for conducting the valuation of the warrants proposed to be issued by the Company and determining the issue price thereof. 5. The Board decided to convene Ninth Extraordinary General Meeting (EGM) of the members on Monday, 30th November 2026 to seek approval for the proposed issuance of share warrants. 6. The Board fixed 30th October, 2026 as the Relevant Date for the purpose of pricing the issue of share warrants, as per the provisions of the SEBI (ICDR) Regulations, 2018. 7. The Board considered and appointed CS Jinang Dinesh Kumar Shah Proprietor of M/S Jinang Shah & Associates, Practicing Company Secretary, Ahmedabad to scrutinize the e-voting process (remote e-voting and e-voting at the EGM), of ensuing Extraordinary General Meeting in a fair and transparent manner. 8. Any other matter as discussed by the board A detailed disclosure in adherence to Listing Regulations read with SEBI Circulars No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024 and No. SEBI/HO/CFD/CFDPoD2/CIR/P/2024/185 dated 31st December, 2024 is disclosed in Annexure - A. The meeting of the Board commenced at 04:00 P.M. and concluded at 7:00 P.M. Kindly take the same on records. Thanking You, Yours faithfully, FOR, KIZI APPARELS LIMITED ABHISHEK NATHANI MANAGING DIRECTOR DIN: 10086861 Encl.: Annexure A Annexure A: Details of issuance of securities (Warrants): Sr. No Particulars Details 1 Type of securities Warrants convertible into Equity Shares proposed to be issued 2 Type of issuance Preferential Allotment 3 Total number of Upto 51,69,000 warrants convertible into equivalent securities proposed number of fully paid-up equity shares. to be issued In case of preferential issue, the listed entity shall disclose the following additional details to the stock exchange(s): 4 Names of the investor Subject to the approval of the members of the Company at the ensuing general meeting, the warrants are proposed to be issued to the following: Sr. Name Category No. of No. warrants proposed to be issued 1 Abhishek Nathani Promoter 8,04,000 2 Kiran Nathani Promoter 6,00,000 3 Suchitra Nathani Promoter 5,01,000 Group 4 Raj Kumar Nathani Promoter 3,90,000 Group 5 Raj Kumar Nathani & Promoter 3,90,000 Sons HUF Group 6 Abhishek Nathani and Promoter 3,90,000 Sons HUF Group 7 Mit Bharatkumar Shah Public 2,01,000 8 Naitri Anilkumar Public 2,01,000 Morakhiya 9 Ashaben Muktilal Public 2,01,000 Doshi 10 Rutu Naman Shah Public 2,01,000 11 Babyvilla Clothing Public 2,01,000 Private Limited 12 Prashant Sharma Public 1,74,000 13 Anil Surana Public 1,14,000 14 Anilkumar Public 1,14,000 Mahendrakumar Morakhiya 15 Anita Jain Public 1,02,000 16 Brijesh Kumar Dabaria Public 1,02,000 17 Binod Kumar Tholia Public 1,02,000 18 Saroj Chandak Public 1,02,000 19 Neelu Sharma Public 1,02,000 20 Surinder Goel HUF Public 90,000 21 Pratik Verma Public 57,000 22 Alkaben Bharatkumar Public 15,000 Shah 23 Anitaben Bharat Shah Public 15,000 Total 51,69,000 5 Post allotment of Shall be intimated at the time of allotment of Warrants. securities -outcome The shares are proposed to be issued at a price which shall of the subscription, not be less than minimum price to be determined in issue price / allotted accordance with SEBI ICDR Regulations, as amended. price (in case of Category Pre Issue Post Issue convertibles), No. of Perce- No. of Perce- number of investors shares ntage shares ntage Promoter 60,02,800 59.30 90,77,800 59.36 Promoter Group Public 41,20,400 40.70 62,14,400 40.64 Total 1,01,23,200 100.00 1,52,92,200 100.00 *The post issue shareholding pattern in the above table has been prepared on the basis that the proposed allottee(s) will subscribe to all the warrants which they intent to do so and on fully diluted basis and the pre-issue share holding pattern continue to the shareholder of the Company. In the event for any reason, the proposed allottee(s) do not or are unable to subscribe to and/or are not allotted the warrants, the shareholding pattern in the above table would undergo Corresponding changes. 6 In case of The Warrants shall be converted into equal number of convertibles - equity shares at any time within the period of 18 (eighteen) intimation on months from the date of allotment of the Warrants on such conversion of terms and conditions as applicable. securities or on lapse of the tenure of the instrument 7 Nature of Cash Consideration Consideration / Cash Consideration (whether cash or consideration other than cash) 8 Any cancellation or Not Applicable Termination of proposal for issuance of securities Including reasons thereof. AUDITORS LIMITED REVIEW REPORT ON UNAUDITED FINANCIAL RESULTS OF THE COMPNAY FOR THE HALF YEAR ENDED 30th September 202 6 PURSUANT TO THE REGULATION 33 OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AS AMENDED. THE BOARD OF DIRECTORS OF KIZI APPARELS LIMITED KIZI APPARELS LIMITED We have reviewed the accompanying statement of unaudited financial results ("the statement") of ('the Company") for the half year ended 30th September, 2026 being submitted by the company pursuant to the requirement of Regulations 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. This Statement is the responsibility of the company's management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review of the statement in accordance with the Standard on Review Engagement (SRE) 2410 "Review of Interim Financial Information performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. These standards require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus it provides less assurance than an audit. We ha [Showing first 8,000 characters — download PDF for full document]