Annual Report of the Company for the FY 2025-26

Date: 25.08.2026 The Manager- Listing Department, BSE Limited P. J. Towers, Dalal Street, Fort, Mumbai - 400 001 Subject: Annual General Meeting - Annual Report 2025-2026 including Notice of AGM Ref: Scrip Code: 544221 (KIZI APPARELS LIMITED) Dear Sir/Madam, This is to inform that the Annual General Meeting (“AGM”) of the company will be held on Friday, 18th September, 2026 at 12:00 P.M. At the registered office of the company through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) Pursuant to Regulation 34(1) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company along with Notice of AGM which will be sent through electronic mode to the shareholders. The Annual Report containing the Notice is also uploaded on the Company’s website https://kiziapparels.co.in/investor-portal /Annual Report/2025-26 You are requested to please take the same on your record. Yours faithfully, FOR, KIZI APPARELS LIMITED MONICA MAHAVEER JAIN Company Secretary & Compliance CHAIRMAN’S MESSAGE Dear Shareholders, Every successful enterprise begins with a belief, At KIZI APPARELS LIMITED, our belief has always been to create fashion that inspires confidence, celebrates individuality, and becomes a part of every woman's journey. It gives me immense pleasure to present the Fourth Annual Report of your Company for the Financial Year 2025-26. The year has been one of steady progress, valuable learning, and new opportunities. Despite a dynamic business environment and changing consumer preferences, we remained focused on strengthening our brand, expanding our reach, and delivering lasting value to our stakeholders. Fashion today is more than just clothing—it is a reflection of personality and confidence. Keeping this in mind, we continue to offer thoughtfully designed collections through our brands KIZI and ANUTARRA, blending style, comfort, and quality to meet the evolving preferences of modern women. The growing preference for online shopping has transformed the way customers interact with fashion brands. During the year, we continued to strengthen our presence across leading e-commerce platforms while enhancing our own digital platform, making our products more accessible to customers across the country. This integrated approach enables us to connect with a wider audience and deliver a seamless shopping experience. As a young listed Company, we remain committed to building a strong and sustainable business. Our focus continues to be on strengthening our operations, improving efficiency, developing innovative collections, and creating long-term value through responsible business practices and sound corporate governance. The true strength of our Company lies in its people. I extend my sincere appreciation to every member of the Kizi family for their dedication, creativity, and commitment. Their efforts continue to drive our progress and inspire us to achieve new milestones. I also express my heartfelt gratitude to our customers for their continued trust and loyalty. Their confidence encourages us to constantly improve and deliver products that meet their expectations. I am equally thankful to our suppliers, business associates, and channel partners for their continued support and collaboration throughout our journey. To our valued shareholders, thank you for your unwavering confidence in our Company. Your trust inspires us to move forward with greater determination and responsibility. We remain committed to maintaining the highest standards of integrity, transparency, and corporate governance while pursuing sustainable growth. As we look ahead, we remain optimistic about the opportunities before us. With a clear vision, a dedicated team, and the continued support of all our stakeholders, we are confident of building a stronger brand and creating enduring value in the years to come. Thank you for being an integral part of our journey. We look forward to your continued support as we move ahead with confidence and purpose. Warm Regards, Sd/- ABHISHEK NATHANI Chairman TABLE OF CONTENTS SR CONTENTS PAGE NO. 1. CORPORATE INFORMATION 4-5 2. NOTICE OF AGM 6-25 3. DIRECTORS’ REPORT 26-50 4. DECLARATION CODE OF CONDUCT ANNEXURE - I 51 5. SECRETARIAL AUDIT REPORT ANNEXURE - II 52-58 6. PARTICULARS OF REMUNERATION 59-60 ANNEXURE - III 7. MANAGEMENT DISCUSSION AND ANALYSIS 61-65 REPORT – ANNEXURE - IV 8. FORM AOC- 2- ANNEXURE - V 66-67 9. CERTIFICATE OF NON-DISQUALIFICATION OF 68-69 DIRECTORS- ANNEXURE - VI 10. INDEPENDENT AUDITORS’ REPORT  ANNEXURE TO INDEPENDENT AUDITORS’ 70-87 REPORT 11. FINANCIAL STATEMENTS:  BALANCE SHEET  STATEMENT OF PROFIT & LOSS 89  CASH FLOW STATEMENT 90  NOTES FORMING PART OF THE FINANCIAL 91-112 STATEMENTS CORPORATE INFORMATION BOARD OF DIRECTORS: Mr. Abhishek Nathani Managing Director & Chairman Ms. Kiran Nathani Executive Director & CFO Mr. Ajay Mishra Non- Executive Director Ms. Juhi Sawajani Non-Executive Independent Director Ms. Avani Ashwinkumar Shah Non-Executive Independent Director KEY MANAGERIAL PERSONNEL: Mr. Abhishek Nathani, Managing Director Ms. Kiran Nathani, CFO Ms. Monica Mahaveer Jain, Company Secretary & Compliance Officer STATUTORY AUDITORS: D G M S & CO. (FRN: 112187W) Chartered Accountants Jamnagar SECRETARIAL AUDITOR: JINANG SHAH & ASSOCIATES Practicing Company Secretary Ahmedabad INTERNAL AUDITOR: B B GUSANI & ASSOCIATES Chartered Accountants Jamnagar COMMITTEES OF THE BOARD:  Audit Committee  Nomination and Remuneration Committee  Stakeholders Relationship Committee STOCK EXCHANGE WHERE THE COMPANY’S SHARES ARE LISTED BSE, SME Platform of the Bombay Stock Exchange of India Limited REGISTERED OFFICE: H- 629 Phase - II RIICO IND Area Sitapura, Sitapura Industrial Area, Jaipur-302022 Rajasthan, India. CIN: L14109RJ2023PLC086522 EMAIL ID: cs@kiziapparels.com WEBSITE: www.kiziapparels.co.in NOTICE Notice is hereby given that FOURTH Annual General Meeting of the Members of Kizi Apparels Limited (“Company”) will be held on Friday, 18th September, 2026 at 12:00 P.M. at the registered office of the company situated at H- 629, Phase - II RIICO IND AREA SITAPURA, SITAPURA INDUSTRIAL AREA, JAIPUR-302022, RAJASTHAN, INDIA through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) to transact the following business. ORDINARY BUSINESS 1. Adoption of the Financial Statements: To receive, consider and adopt the audited Financial Statements of the Company for the Financial Year ended 31st March, 2026 together with the reports of the Board of Directors (“the Board”) and the statutory auditors thereon. To consider and if thought fit to pass with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT the audited Balance Sheet for the Financial Year ended on 31st March, 2026, Statement of Profit and Loss, Cash Flow Statement and Notes thereon for the Financial Year ended on 31st March, 2026 together with Auditor’s Report and Board’s Report thereon, as circulated to the members, be and are hereby received, considered and adopted.” 2. Appointment of Mr. Abhishek Nathani (DIN: 10086861) as a Managing Director, liable to retire by rotation: To appoint a director in place of Mr. Abhishek Nathani (DIN: 10086861) who retires by rotation and being eligible, offers himself for re-appointment. Explanation: Based on the terms of appointment, executive directors and the non- executive and non-independent directors are subject to retirement by rotation. Mr. Abhishek Nathani (DIN: 10086861) Managing Director whose directorship is liable to retire at the ensuing AGM, being eligible, seeks re-appointment. The Board has recommended his reappointment as a Managing Director. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 the approval of the mem [Showing first 8,000 characters — download PDF for full document]