Kizi Apparels Ltd

Cessation: Ajay Mishra, NED

• Ajay Mishra resigns as NED; ceases Nomination & Remuneration membership and Stakeholders Relationship chair, effective 13 Oct 2026.

Dematerialisation status

• Dematerialisation requests were processed and confirmed to depositories; securities listed on the exchange.
• Physical certificates dematerialised were mutilated and cancelled; depository name updated as registered owner within 15 days.

Kizi Apparels Limited: Trading window closed from 1 October 2026 and will reopen 48 hours after the declaration of unaudited financial results for the quarter and half year ended 30 September 2026

AGM Details

• Date/time: 18 September 2026, 12:00 PM, via VC/OAVM.
• End time: 12:34 PM.
• Record date: 11 September 2026.
• Shareholders on record: 324.
• Scrutinizer report date: 18 September 2026.

Resolutions and outcomes

• Adoption of financial statements for year ended March 31, 2026 — Passed; 5,345,300 votes polled (52.8%).
• Re-appointment of Abhishek Nathani as director liable to retire by rotation — Passed; 52.8% of shares polled.
• Approval of material related party transactions for FY 2026-27 — Passed; 52.8% of shares polled.

Dividend

• No dividend proposed or declared.

Director changes

• Director changes: Abhishek Nathani re-appointed as director liable to retire by rotation.

Auditors

• No auditor changes disclosed.

Material related party transactions

• Material RPTs approved: related party transactions for FY 2026-27.

Other material approvals

• Scrutinizer's report dated 18 September 2026; voting conducted via VC/OAVM.

AGM Details

• Date, time, mode: 18 Sep 2026, 12:00 IST, VC/OAVM.
• E-voting window: 15 Sep 2026 09:00 to 17 Sep 2026 17:00.
• Meeting concluded at 12:34 P.M.; e-voting continued 15 minutes.

Key Resolutions

• Ordinary: Adoption of financial statements for FY ended 31 Mar 2026.
• Ordinary: Re-appointment of Abhishek Nathani as Managing Director, liable to retirement by rotation.
• Ordinary: Approval of material Related Party Transactions for FY 2026-27.

Voting Status

• Results to be declared later; MD authorized to declare results and share Scrutinizer’s report.
• Post-meeting, results to be communicated to stock exchanges and uploaded.

Directors

• Re-appointment of the MD as detailed above; term/remuneration not specified.

Auditors

• Statutory Auditor and Secretarial Auditor present; no appointment changes disclosed.

Financial highlights

• Sales/revenue for FY2025-26: ₹4,263.55 Lakhs, up 61.29% YoY.
• Profit before tax: ₹156.42 Lakhs; net profit after tax: ₹100.60 Lakhs.
• Tax: current ₹33.84 Lakhs; deferred ₹(0.19) Lakhs.
• Net profit after tax: ₹100.60 Lakhs; EPS ₹0.00.
• Dividend: no dividend declared for FY2025-26.
• Paid-up capital: ₹781.92 Lakhs; authorized capital ₹1100.00 Lakhs; no change this year.
• Convertible warrants: 23.04 lakh issued at ₹15.50; allotment 24 Mar 2026.
• Authorised capital increased to ₹11 crore but not implemented.

Operations & growth

• Turnover growth driven by online platforms and brand expansion.
• Brand focus on KIZI and ANUTARRA; online channels strengthened.
• Business remains garment manufacturing and wholesale/retail trading.
• AGM via VC/OAVM; notice uploaded on company website.
• Transfer to reserves: ₹55.82 Lakhs.

Capital actions & related party

• Related party transactions approved for FY2026-27; Aaika Retail Private Limited.
• RPTs include goods/services to Aaika; estimated ₹2,000.00 Lakhs.
• Directors' remuneration, loans, and expenses with relatives disclosed.
• Preferential issue of convertible warrants and related approvals described in Form AOC-2.
• Board approval of increase in authorised capital and MEMA amendments in 2025.

Governance & board

• Board: 5 directors; MD Abhishek Nathani; Kiran Nathani; Ajay Mishra; Juhi Sawajani; Avani Shah.
• Audit Committee; Nominations & Remuneration; Stakeholders Relationship Committee reconstituted 14 May 2026.
• Statutory auditor: DGMS & Co; Secretarial: Jinang Shah & Associates; Internal: BB Gusani & Associates.
• Directors' report confirms no board changes during year; meeting frequency 15 board meetings in FY2025-26.
• Directors' responsibility statements confirm going concern and internal controls.

Audits & internal controls

• Auditors' report: unqualified; no qualifications.
• Internal financial controls over financial reporting adequate and effective.
• No material weakness observed; Audit Committee reviews controls.

CSR & ESG

• CSR not applicable; no CSR spend or disclosure required.

Outlook & risks

• Management outlook positive for Indian textiles; govt schemes like PM MITRA and PLI.
• Risks include global demand shifts, input costs, currency volatility; macro conditions could affect pace of growth.
• MD&A annexure highlights technology adoption and sustainability focus.

Key AGM and governance actions

• 4th AGM scheduled for 18 Sep 2026 at 12:00 PM via video conference.
• Cut-off for AGM notice eligibility fixed at 22 Aug 2026.
• Approved NSDL e-voting platform and video conferencing for the AGM.
• Appointed CS Jinang Dinesh Kumar Shah as e-voting Scrutinizer.
• Cut-off date for providing e-voting services fixed at 11 Sep 2026.
• E-voting window for AGM set from 15 Sep 2026 09:00 to 17 Sep 2026 17:00.
• Approved Board Report for the year ended 31 March 2026.
• Appointed Mr. Abhishek Nathani as Managing Director (MD), retirement by rotation.
• To consider and approve Material Related Party Transactions for FY 2026-27.

Key Agenda Items

• Fixing the date and approving the Notice of the 4th AGM for FY 2025-26.
• To consider and approve the Annual Report along with Directors' Report for the year ended 31 March 2026.
• To consider and determine re-appointment of Mr. Abhishek Nathani (DIN: 10086861) retiring by rotation.
• To take note of appointment of NSDL as the agency for remote e-voting at the AGM.
• To consider appointment of CS Jinang Dineshkumar Shah as Scrutinizer for voting at the AGM.
• To consider and approve the Material Related Party Transactions for FY 2026-2027.
• To consider and transact any other business with the Chairman's permission.