To,

The Members,

KIZI APPARELS LIMITED

Your directors have pleasure in presenting their THIRD Annual Report of the company along with audited accounts for the year ended on 31st March, 2025. During the year the company earned a net profit of T 85.86 Lakh. We hope that we will be able to achieve better results in the next financial year.

1. Financial Performance at Glance

The company has made a Net Profit of T 85.86 Lakh for the Financial Year ended on 31st March, 2025.

2. Operational Performance

During under the review, the total turnover of the Company for the year ended 31st March, 2025 of 3 2,643.31 Lakhs compared to ? 2,026.51 Lakhs achieved during the previous year. The turnover has increased by 616.8 Lakhs reflecting the growth of 30.44% as compared to previous year. The Profit is increased by 13.65 Lakhs in the current year.

3. Transfer to General Statutory Reserve

During the financial year 2024-25 the Company has transferred ^ 85.86 Lakhs to Reserves and Surplus

4. Change in Nature of Business

The Company is engaged in the business of trading and manufacturing of Garments business on wholesale as well as retail basis. There has been no change in the business of the company during the Financial Year 2024-25.

5. Dividend Recommendation

Your directors do not recommend dividend for the financial year ended on 31st March, 2025.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF):

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend paid in last year.

7. Change In The Nature Of Business, If Any:

During the year, there is no change in the nature of business.

8. Material Changes And Commitments:

There are no material changes in the Company during the period for the Financial Year 2024 - 25.

9. Listing With Stock Exchange:

During the period under review, Kizi Apparels Limited was listed on 6th August, 2024 the BSE SME Platform. The company has met all the BSE?s listing requirements, including regulatory, financial, and corporate governance standards set by the Securities and Exchange Board of India (SEBI).

10. Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company?s Operation:

This Clause is not applicable to the Company.

11. Details In Respect To Adequacy Of Internal Controls:

The Company has built adequate internal control systems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost reduction and effective monitoring thereof as well as compliance with all applicable laws.

The internal control mechanisms comprise a well-defined organization structure, documented policy guidelines, pre determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility.

The senior management members meet frequently and undertake extensive checks and report to management. The Board reviews the internal reports and periodically reviews the adequacy of internal controls.

12. Holding Company:

The Company does not have any Holding Company.

13. Details Of Holding Subsidiaries, Joint Ventures and Associate Companies:

The company does not have any holding, Subsidiary, Joint Ventures and Associates Company.

14. Performance And Financial Position of Each of The Subsidiaries, Associates and Joint Venture Companies:

This Clause is not applicable to the Company.

15. Statement Declaration by Independent Director

Pursuant to the provisions of Section 149(4) of the Companies Act, 2013, read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company is required to appoint Independent Director. Accordingly, a declaration of independence is taken from the proposed appointees confirming compliance with the conditions laid down under Section 149(6) of the Act."

16. Public Deposits:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 made there-under and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.

A. Authorized Share Capital

During the year under review, there has been no change in authorized share capital of the Company.

As on the end of the financial year i.e. 31st March, 2025 the authorized share capital of the Company ^ 8,00,00,000 Divided into 80,00,000 Lakh Equity Share of 310/- each.

B. Paid-Up Share Capital

At the beginning of the financial year, the Company?s paid-up share capital was 5,16,12,000 comprising 51,61,200 equity shares of ^10/- each.

During the year under review, the Company?s paid-up share capital increased pursuant by way of Initial Public Offer (IPO) to the public.

C. Issue of Equity Shares with Differential Rights

During the year, the company has not issued any equity shares with differential rights pursuant to Section 43 of the Companies Act. 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, No disclosure is required to be given.

D. Issue of Employee Stock Options

No employee stock options were issued during the year. Therefore, no disclosure is required under Section 62(l)(b) of the Companies Act, 2013, read with Rule 129(9) of the Companies (Share Capital and Debentures) Rules, 2014.

E. Issue of Sweat Equity Shares

During the year, the company has not issued any sweat equity shares pursuant to Section 54 of the Companies Act, 2013 read with Rule 803) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

F. Purchase of Own Securities by the Company

During the year, the company has not purchased its own securities pursuant to Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

M/S. D C M S & CO. (FRN:112187W) Chartered Accountants, serves as the Statutory Auditor for the Company, holding office for a five-year term from Financial Year 2023-24 to 2027-28. Remuneration will be mutually agreed upon by the Board of Directors and Statutory Auditors, in addition to reimbursement for CST and out-of-pocket expenses related to the audit.

Auditor's report: All observations in the Auditors' Report and financial statement notes are selfexplanatory. The Statutory Auditors have provided an unmodified opinion with no qualifications or reservations in their Independent Auditors' Report for the financial year 2024-25, confirming compliance with Indian Accounting Standards (Ind AS).

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has received an unmodified opinion in the Auditors' Report for the financial year 2024-25.

CS JINANG DINESHKUMAR SHAH. A Practicing Company Secretaries. Proprietor of M/S JINANG SHAH & ASSOCIATES be and is hereby appointed as Secretarial Auditors of the Company for a period of 5 consecutive years, from 2025-26 to 2029-2030 ('the Term?), on such terms & conditions, including remuneration as may be determined by the Board of Directors (hereinafter referred to as the 'Board' which expression shall include any Committee thereof or person(s) authorized by the Board).

19. Website

In compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.kiziappearles.co.in containing information about the Company.

20. Extract Of Annual Return

As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013, the extract of annual return in Form MGT-9 is available on the website of the Company at

21. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company has been duly constituted in accordance with the applicable provisions of the Companies Act, 2013.

There were changes in the composition of Board during the year and from the end of financial year 2025 up to the date of this report.

RESIGNATIONS

Mr. Rahul Sharma (DIN: 10215352) tendered his resignation from the post of director in the board meeting held on 01st May, 2024.

APPOINTMENTS

Mr. Ajay Mishra (DIN: 07495905) was appointed as an additional director in the board meeting held on 01st May, 2024 and have been regularized as a Non-Executive Director in the Annual General Meeting held on 27th September, 2024.

CURRENT BOARD COMPOSITION

As on 31st March, 2025 the Board of Directors and Key Managerial Personnel consists of following members:

Directors

2 Independent and Non-Executive Directors

1 Non-Executive and Non-Independent Director

1 Executive Director 1 Managing Director

KMPs

1 Chief Financial Officer 1 Company Secretary

Ms. Kiran Nathani (DIN: 10086860), Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment pursuant to the provisions of Section 152 of Companies Act, 2013.

23. Board Meetings

The Company has conducted 7 (Seven) Board Meeting during financial year review and the intervening gap between two consequent Board Meetings were not more than 120 days, as required under section 173(1) of the Companies Act, 2013.

24. Member's Meeting

25. COMMITTEE MEETINGS

As on 31st March, 2025 the Board had three Committees namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder's Relationship Committee __

The Composition of all the Committees is in line with the requirement of the Act.

During the year, all the recommendations made by the Committees were approved by the Board.

Audit Committee

The terms of reference of the Audit Committee are in conformity with the provisions of Section 177 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. During the year under review, Three Audit Committee Meetings were held which were attended by all the members of Audit Committee

• 05.09.2024

• 14.11.2024

• 11.02.2025

Nomination and Remuneration Committee

The terms of reference of the Nomination and Remuneration Committee are in conformity with the provisions of Section 178 of the Companies Act. 2013 and Rules made thereunder. During the year under review, two meetings of Nomination and Remuneration Committee were held. Which were attended by all the members of Nomination and Remuneration Committee.

• 05.09.2024

• 11.02.2025

Stakeholder's Relationship Committee

The terms of reference of the Stakeholder?s Relationship Committee are in conformity with the provisions of the Companies Act, 2013 and Rules made thereunder. During the year under review, one meeting of Stakeholder?s Relationship Committee were held on 05th September, 2024 which were attended by all the members of Stakeholder?s Relationship Committee.

26. Particulars Of Loans, Guarantees Or Investments By The Company

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and therefore no disclosure is required to be made.

27. Particulars Of Contracts Or Arrangements With Related Parties

During the year, the Company has entered into contract or arrangements with the Related Parties during the year under Section 188 read with section 2 (76) of the Companies Act, 2013.

The Company has entered into transactions with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and the same is detailed in the Form AOC-2 In Annexure-lll as forming part of this report.

11

28. Managerial Remuneration

A) Details of every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Not Applicable.

B) Any director who is in receipt of any commission from the Company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board?s Report. - Not Applicable.

29. Explanation or Comments on Qualifications, Reservations or adverse remarks or disclaimers made by the statutory auditors or Secretarial Auditor in their Report

These were no qualifications, reservations or adverse remarks made by the Statutory Auditor and Secretarial Auditor in their report.

30. Corporate Social Responsibility (CSR)

The Company does not meet the criteria for CSR as prescribed under section 135 and schedule VII of the Act and the rules prescribed there under. Hence, the disclosure of the details about the policy developed and implemented by The Company on CSR initiatives taken during the financial year is not applicable.

31. Audit Committee, Nomination And Remuneration Committee And Stakeholder Relationship Committee

The provisions of Section 177 and 178 (1) of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Power Rules, 2013 are applicable to the Company.

AUDIT COMMITTEE

STAKEHOLDER'S RELATIONSHIP COMMITTEE

NOMINATION AND REMUNERATION COMMITTEE

32. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013. the Board of Directors of the Company informed the members that:

(i) In the preparation of the annual accounts for the Financial Year ended 31st March, 2025. the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period,

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

(vi) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

33. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company?s internal control system including internal financial controls.

34. Board Evaluation

This year too, the Board of Directors went through an elaborate process of evaluating its own effectiveness. Accordingly, formal evaluation of Board's, it?s Committee and Directors performance is carried out annually. This was designed to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal annual evaluation was made by the Board of their performance and that of its Committees and individual Directors, has to be furnished to the Members as part of the Board?s Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration Committee shall specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried out. Further, the Independent Directors, as part of their mandate under Schedule IV of the Act, need to make an evaluation of performance of the Board, it?s Committee and constituents of the Board apart from their self-evaluation. Under this process, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation is to be filled in, consolidated and discussed with the Chairman. The evaluation by the Independent Directors has been undertaken at the time of appointment. The Board of Directors undertook evaluation of Independent Directors at their meeting held on 01st May, 2024 and placed on its record that the Independent Directors have the requisite qualification, expertise and track record for performing their duties as envisaged under the Law, and they add value in the decision-making process of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole and the Board?s Committee, as specified by Nomination and Remuneration Committee was done.

35. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act. 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

Energy Conservation

i. The steps taken or impact on conservation of energy- The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

ii. The steps taken by the company for utilizing alternate sources of energy -The operations of your Company are not energy intensive.

iii. The capital investment on energy conservation equipment?s- NIL

Technology Absorption, Adaptation & Innovation

i. The efforts made towards technology absorption -NONE.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - NOT APPLICABLE.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year

a) The details of technology imported- NONE

b) The year of import- NOT APPLICABLE

c) Whether the technology been fully absorbed NOT APPLICABLE

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NOT APPLICABLE

iv. The expenditure incurred on Research and Development-NIL

Foreign Exchange Earnings And Outgo

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and outgo is NIL. Hence there is no Foreign Exchange Outflow and there is no Foreign Exchange Inflow during the year under review.

36. Maternity benefit Affirmations

The Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961, demonstrating its commitment to promoting a supportive and inclusive workplace for women employees. We recognize the importance of ensuring the health, well-being, and financial security of women during and after pregnancy, and have taken all necessary steps to uphold the rights granted under the Act.

All eligible women employees have been extended the mandated paid maternity leave in accordance with the statutory period prescribed, ensuring that they receive their full salary and benefits without interruption during their leave. In addition to salary continuity, their employment status and service tenure remained unaffected, preserving their entitlements to promotions, appraisals, and other employment-related benefits.

37. Particulars Of Employees

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee's remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

38. Disclosure Under the Sexual Harassment of Women Workplace (Prevention, Prohibition and Redressal) Act, 2013

There are no employees in the Company thus it is not required to constitute Internal Complaints Committee (ICC) pursuant to the legislation ?Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013? as the same is not applicable on the Company.

The following is a summary of complaints received and resolved during the reporting period:

39. Risk Management

Risk Management is the process of identification, assessment and promotion of asks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company ensures risks are identified by the Company and its mitigation process/measures are formulated in the areas from time to time, as may be required.

40. Details Of Establishment Of Vigil Mechanism For Directors And Employees

The Company has a Whistle Blower Policy'/ ‘Vigil Mechanism? in place. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company's commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee.

The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

41. Compliance With The Secretarial Standards Issued By The Institute Of Company Secretaries Of India (ICSI)

The Company has complied with all the applicable and effective secretarial standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) and notified by the Central Government.

42. Details In Respect Of Frauds Reported By Auditors Under Sub Section (12) Of Section 143 "Other Than Those Which Are Reportable To The Central Government"

No matters of actual or alleged fraud have been reported by the auditors under sub-section 02) of Section 143 of the Companies Act, 2013.

43. Statement Regarding Opinion Of The Board With Regard To Integrity, Expertise And Experience (Including The Proficiency) Of The Independent Directors Appointed During The Year

Ms. Avani Ashwin Kumar Shah and Ms. Juhi Sawajani were appointed as Independent and NonExecutive Director of the company with effect from 24th June, 2023.

The Independent Directors met on 01st May, 2024 inter-alia, to discuss the quality, quantity and timeliness of flow of information between the Company Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. Both the Independent Directors were present at the Meeting.

44. Disclosure, as to whether maintenance of Cost Records as specified by the Central Government Under Sub-Section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained:

The Provisions Of Section 148(1) Of The Companies Act 2013 Read With The Companies (Cost Records And Audit) Rules, 2014, The Maintenance Of Cost Records Is Not Mandated For The Products Manufactured By The Company.

45. Details of Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year along with their status as at the end of the financial year:

During the year under review, the Company has not filed any application nor as having any pending proceedings under the Insolvency and Bankruptcy Code, 2016.

46. Details of difference between amount of the valuation Done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

This Clause is not applicable to the company.

47. Management Discussion & Analysis

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company?s operations forms part of this Annual Report above referred report is being placed herewith herewith at Annexure-ll.

48. Other Disclosures & Reporting

The Directors state that disclosure or reporting is required in respect of the following items as there is an events/instances/transactions occurred on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act;

b) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Act);

c) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company?s operations in future; and

d) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors

We thank our customers, vendors, investors, service providers and bankers for their support during the year, without the respective contributions of which, the Company would not have been able to reach the current position. We are humble in acknowledging the participation and involvement of each one of them, and due to the existence of several such parties, your directors do not intend making any special mention of any one or few of them, but however, expect the continued co-operation and involvement with company's activities in the future as well. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, leadership, co-operation and support.

Your directors wish to thank the Government Authorities and the various Government Agencies for their support and valuable guidance provided to the Company and look forward to their continued support in the future.