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 ^ 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 ^ 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 W. 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

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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.

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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.

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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.

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

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

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

This Clause is not applicable to the Company.

17. Share Capital:

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.

18. Auditors:

a

Statutory Auditor

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 self¬
explanatory. 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.

Secretarial Auditor

CS 3INANG 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.

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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

www.kiziappearles.co.in.

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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.

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

As on the date of this Report, The Company has:

22. Director Retiring By Rotation

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.

COMMITTEE MEETINGS HELD

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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

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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

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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.

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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.

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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:

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.

^ \

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.

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.

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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 (12) of
Section 143 of the Companies Act, 2013.

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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 Non¬
Executive 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.

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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.

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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 14302) 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.

For and On Behalf of the Board of Directors of
KIZI APPARELS LIMITED

ABHISHEK NATHANI KIRAN NATHANI

MANAGINC DIRECTOR DIRECTOR & CFO

DIN; 10086861 DIN: 10086860

Place: Jaipur
Date: 18.08.2025