Kizi Apparels Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

KIZI APPARELS LIMITED

Your Directors are pleased to present the FOURTH Annual Report of the Company along with Audited Financial Statements for the year ended on 31^st March, 2026. This report states compliance as per the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

The Companys financial performance, for the financial year ended on 31st March, 2026 as compared to the previous financial year, is summarized below:

Sr. No. Particulars	2025 - 26	2024 - 25
	(Amount in Lakhs)	(Amount in Lakhs)
01 Sales	4,263.55	2,643.31
02 Profit before exceptional, extraordinary items and Taxation	156.42	115.00
03 Extraordinary items	-	-
04 Profit Before Tax	156.42	115.00
05 Current tax	33.84	27.13
06 Deferred tax	(0.19)	2.01
07 Current tax expenses relating to	22.18	-
Prior years
08 Net Profit /Loss (After I. Tax)	100.60	85.86

During the year under review, the Company recorded a total turnover of Rs.4,263.55 Lakhs for the financial year ended 31^st March, 2026, as compared to Rs.2,643.31 Lakhs in the previous financial year. This represents an increase of Rs.1,620.24 Lakhs, reflecting a growth of 61.29% over the previous year.

Further, the Companys profit increased from Rs.85.86 Lakhs in the previous financial year to Rs.100.60 Lakhs during the current financial year, registering an increase of Rs.14.74 Lakhs, which represents a growth of 17.17% over the previous year. This reflects the Companys continued improvement in its financial performance and operational efficiency.

During the financial year 2025-26 the Company has transferred a net profit of Rs. 55.82 Lakhs.

The Company is engaged in the business of manufacturing and trading in garments on a wholesale and retail basis. There has been no change in the business of the Company during the Financial Year 2025-26.

Your directors do not recommend dividend for the financial year ended on 31^st March, 2026.

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

There are no material changes in the Company during the period for the Financial Year 2025 - 26.

No material orders were passed by any court, tribunal, or other authority during the period under review.

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.

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

The Company has complied with the definition of Independence according to the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also obtained declarations from all Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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. AUTHORISED SHARE CAPITAL

During the financial year under review, the Authorised Share Capital of the Company was increased from Rs.8,00,00,000 (Rupees Eight Crore Only) divided into 80,00,000 (Eighty Lakhs) Equity Shares of Rs.10/- each to Rs.11,00,00,000 (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lakhs only) Equity Shares of Rs.10/- each, pursuant to the approval of the Members at the 8^th Extra-Ordinary General Meeting held on 09^th March, 2026.

Accordingly, as on 31^st March, 2026 the Authorised Share Capital of the Company stood at Rs.11,00,00,000 (Rupees Eleven Crore Only) divided into 1,10,00,000 (One Crore Ten Lakh Only) Equity Shares of Rs.10/- each.

B. PAID-UP SHARE CAPITAL

During the financial year under review, the Paid-up Equity Share Capital of the Company was Rs.7,81,92,000 (Rupees Seven Crore Eighty-One Lakh Ninety-Two Thousand Only), divided into 78,19,200 Equity Shares of Rs.10/- each.

There were no changes in the Paid-up Equity Share Capital of the Company during the financial year under review.

Accordingly, as on 31^st March, 2026 the Paid-up Equity Share Capital of the Company stood at Rs.7,81,92,000 (Rupees Seven Crore Eighty-One Lakh Ninety-Two Thousand Only), divided into 78,19,200 Equity Shares of Rs.10/- each.

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.

During the year, the Company has not issued any stock options to its employees pursuant to Section 62(1) (b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

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 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

F. PURCHASE OF ITS 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.

G. WITHDRAWAL OF INCREASE IN AUTHORISED SHARE CAPITAL RESOLUTION

During the financial year under review, the Members of the Company, by passing Special Resolution No. 12 at the Annual General Meeting held on 13^th September, 2025 approved the increase in the Authorised Share Capital of the Company from the existing Rs.8,00,00,000 (Rupees Eight Crore Only) to Rs.25,00,00,000 (Rupees Twenty-Five Crore Only), by creation of such additional equity shares as may be required, ranking pari passu in all respects with the existing equity shares of the Company.

However, before the said increase in the Authorised Share Capital could be given effect, the Board of Directors, after due consideration and in view of the prevailing business requirements, decided not to proceed with the implementation of the said proposal.

H. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

During the financial year under review, pursuant to the approval of the Members and in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws, the Company undertook a preferential issue of 23,04,000 (Twenty- Three Lakh Four Thousand Only ) Convertible Warrants at an issue price of Rs.15.50/- per Warrant (including a premium of Rs.5.50/- per Warrant), each carrying a right exercisable by the warrant holder to subscribe to one fully paid-up Equity Share of face value of Rs.10/- each within a period of 18 months from the date of allotment. BSE granted its inprinciple approval for the said preferential issue on 17^th March, 2026 and the Board of Directors allotted the Convertible Warrants at its meeting held on 24 ^th March, 2026.

The Board confirms that the preferential issue of Convertible Warrants, their subsequent conversion into Equity Shares, and the utilisation of the issue proceeds were carried out in compliance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

STATUTORY AUDITOR

D G M S & Co. (FRN: 112187W), Chartered Accountants, were appointed as the Statutory Auditors of the Company for one term of five consecutive years, commencing from the Financial Year 2023-24 and continuing until the conclusion of Financial Year 2027-28, at such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditor, in addition to reimbursement of applicable GST and actual out-of-pocket expenses incurred in connection with the audit of the Companys accounts.

AUDITORS REPORT

All observations made in the Auditors Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditor have not made any qualifications or reservations in their Independent Auditor Report.

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 2025-26.

SECRETARIAL AUDITOR

CS JINANG DINESHKUMAR SHAH, Practicing Company Secretary, Proprietor of JINANG SHAH & ASSOCIATES has been appointed as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years, from FY 2025-26 to FY 2029-30, on such terms and conditions, including professional fees, as may be determined by the Board of Directors of the Company.

The Secretarial Auditor has confirmed his eligibility and consent to act as the Secretarial Auditor of the Company in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws.

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

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (including amendments thereof) notified by MCA, the Annual Return of the Company for the financial year ended 31^st March, 2026 is hosted on the website of the Company at www.kiziapparels.co.in .

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

There were no changes in the composition of Board during the year and from the end of financial year 2026 up to the date of this report.

As on 31^st March, 2026 the Board of Directors and Key Managerial Personnel consists of following members: -

Sr. No Name	Designation	DIN/PAN	Date of Appointment
1. Kiran Nathani	Director	10086860	24.03.2023
2. Abhishek Nathani	Managing Director	10086861	24.03.2023
3. Juhi Sawajani	Independent and NonExecutive Director	09811893	24.06.2023
4. Avani Ashwinkumar Shah	Independent and Non- Executive Director	09608898	24.06.2023
5. Ajay Mishra	Non-Executive Director	07495905	01.05.2024
6. Monica Mahaveer Jain	Company Secretary	AWKPJ5118N	01.08.2023
7. Kiran Nathani	CFO	BTZPS1682R	05.07.2023

As on the date of this Report, The Company has 5 (Five) Directors and 3 (Three) KMPs consisting of 2 (Two) Independent and Non- Executive Directors, 1 (One) Non-Executive and Non- Independent Director, 1 (one) Executive Director, 1 (one) Managing Director, 1 (one) Chief Financial Officer and 1 (one) Company Secretary.

In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. Abhishek Nathani (DIN: 10086861), Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Company has conducted 15 (Fifteen) 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.

Sr. No.	Type of Meeting	Date of Meeting
1.	Board Meeting	28.05.2025
2.	Board Meeting	30.06.2025
3.	Board Meeting	09.07.2025
4.	Board Meeting	05.08.2025
5.	Board Meeting	18.08.2025
6.	Board Meeting	14.10.2025
7.	Board Meeting	12.11.2025
8.	Board Meeting	17.11.2025
9.	Board Meeting	11.12.2025
10.	Board Meeting	29.01.2026
11.	Board Meeting	06.02.2026
12.	Board Meeting	10.02.2026
13.	Board Meeting	12.02.2026
14.	Board Meeting	13.02.2026
15	Board Meeting	24.03.2026

The Company had conducted 02 (Two) General Meetings of the shareholders during financial year under review

Sr. No. Type of Meeting	Date of Meeting
1. Annual General Meeting	13.09.2025
2. Extra-Ordinary General Meeting	09.03.2026

As on 31^st March, 2026 the Board had three Committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders 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.

There has been a change in the constitution of the Committees of the Company. The Board of Directors, at its meeting held on 14^th May, 2026, decided to reconstitute the Committees of the Company. Accordingly, the reconstituted Committees of the Company are as follows:

I. AUDIT COMMITTEE:

The Audit Committee is having following member.

SR. NO NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1. Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman
2. Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Member
3. Mr. Abhishek Nathani	10086861	Managing Director	Member

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, Six

Audit Committee Meetings was held which was attended by all the members of Audit Committee

Sr. No.	Type of Meeting	Date of Meeting
1.	Meeting of Audit Committee	28.05.2025
2.	Meeting of Audit Committee	18.08.2025
3.	Meeting of Audit Committee	12.11.2025
4.	Meeting of Audit Committee	06.02.2026
5.	Meeting of Audit Committee	12.02.2026
6.	Meeting of Audit Committee	24.03.2026

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is having following member.

SR NO. NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1. Ms. Juhi Sawajani	09811893	Non-Executive and Independent Director	Chairman
2. Ms. Avani Ashwinkumar Shah	09608898	Non-Executive and Independent Director	Member
3. Mr. Ajay Mishra	07495905	Non-Executive Director	Member

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.

Sr. No. Type of Meeting	Date of Meeting
1. Meeting of Nomination and	14.08.2025
Remuneration Committee
2. Meeting of Nomination and	06.02.2026
Remuneration Committee

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is having following member.

SR NO. NAME	DIN	POSITON IN COMMITTEE	NATURE OF DIRECTORSHIP
1. Mr. Ajay Mishra	07495905	Non- Executive Director	Chairman
2. Ms. Avani Shah	09608898	Non-Executive and Independent Director	Member
3. Ms. Kiran Nathani	10086860	Executive Director & CFO	Member

The terms of reference of the Stakeholders Relationship Committee are in conformity with the provisions of the Companies Act, 2013 and Rules made thereunder. During the year under review, two meetings of Stakeholders

Relationship Committee were held which were attended by all the members of Stakeholders Relationship Committee.

Sr. No. Type of Meeting	Date of Meeting
1. Meeting of Nomination and Remuneration Committee	14.08.2025
2. Meeting of Nomination and Remuneration Committee	06.02.2026

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.

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.

Accordingly, the disclosure of such transactions in Form AOC-2, pursuant to Section 134(3)(h) of the Act, is applicable and is provided separately, forming an integral part of this Report-Annexure-V

The Company has adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued there under and SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015. The said Policy of the Company, alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modification(s) or re-enactment (s) thereof for time being in force).

These were no qualifications, reservations or adverse remarks made by the Statutory Auditor in their report. The provisions relating to submission of Secretarial Audit Report is applicable to the Company and forms part of this Annual Report in Annexure-II.

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.

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 31^st March, 2026. 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.

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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 Companys 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 Companys internal control system including internal financial controls.

The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SEBI SCORES Portal and makes every effort to resolve all investor complaints received through SCORES portal or otherwise within the statutory time limit from the receipt of the complaint.

During the financial year 2025-26, the Company did not receive any investor complaints through the SCORES portal. Accordingly, there were no investor complaints pending as on 31^st March, 2026.

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2025 -26 are being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2025 - 26 will also be available on the Companys website www.kiziapparels.co.in .

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.

The Insider Trading Policy of the Company covering the "Code of practices and procedures for Fair disclosures of unpublished price sensitive information" is available on the website www.kiziapparels.co.in .

Maintenance of Structured Digital Database ("SDD") has been mandatory since 01^st April, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). The Company has installed SDD Services. The Company regularly updates entries in this software and submit reports quarterly to stock exchanges under Regulation 3(5) & (6) of SEBI (Prohibition of Insider Trading) Regulation, 2015.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, board committees and the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on 10^th November, 2025 without the presence of Non- Independent Directors and members of the management to review the performance of Non- Independent Directors and the Board of Directors as a whole, to review the performance of the Chairman and Whole-time Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the board of directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

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 equipments- 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

During the financial year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, no disclosure is required to be made under the said provisions.

The disclosure required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection by the Members at the Registered Office of the Company during business hours on all working days up to the date of the Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company.

The Company has adopted a zero-tolerance approach for sexual harassment at workplace and has formulated a policy on the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, for prevention and redressal of complaints of Sexual harassment at the workplace.

Your Company has complied with provisions relating to the constitution of the Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2025-26, the Company has not received any complaints on sexual harassment.

Further, Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

Received	Disposed-Off	Pending
0	0	0

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.

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 Companys 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.

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.

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 Companys operations the Management Discussion and Analysis Report forms part of this Annual Report and is annexed as Annexure IV.

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:

Material changes and commitments as the Company continues to maintain its strong position on the BSE platform, reflecting the sustained trust and confidence of its stakeholders and investors over the years.

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 Companys 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 Companys 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
Sd/-	Sd/-
ABHISHEK NATHANI	KIRAN NATHANI
MANAGING DIRECTOR	DIRECTOR
DIN: 10086861	DIN: 10086860
PLACE: JAIPUR
DATE: 20.08.2026