Kizi Apparels Ltd

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.

Derivative trading disclosures

• Abhishek Nathani: No derivative trades reported; all fields NA as of 15.07.2026.
• KIRAN NATHANI: No derivative trades reported; all fields NA as of 15.07.2026.
• RAJ KUMAR NATHAN: No derivative trades reported; all fields NA as of 15.07.2026.
• SUCHITRA NATHANI: No derivative trades reported; all fields NA as of 15.07.2026.

Promoter warrant conversion and stake change

• Acquisition of 5,01,000 equity shares via conversion of warrants allotted on 14 July 2026.
• Acquirer: Abhishek Nathani; PACs: Kiran Nathani, Suchitra Devi Nathani, Raj Kumar Nathani, Rehul Sharma.
• Date of allotment/intimation: 14 July 2026.
• Before: 44,82,300 shares (57.32%).
• After: 49,83,300 shares (49.23%).
• Acquired 4.95% of diluted share capital.
• Total diluted share capital after: 1,01,23,200 shares worth Rs 10,12,32,000.
• Pre-acquisition capital: 78,19,200 shares (Rs 7,81,92,000).
• Mode of acquisition: Open market.

Capital action

• Approval for allotment of 23,04,000 equity shares on warrant conversion.
• Issue price Rs 15.50 per share; 75% Rs 11.625 received.
• Amount received: Rs 2,67,84,000 from allottees.
• Equity shares rank pari passu with existing shares.
• Post-conversion paid-up capital rises to Rs 10,12,32,000.
• Total equity shares after issue: 1,01,23,200.
• Allottees include promoter/promoter group and public category.
• Listing application for the newly issued shares to be made.
• Conversion details confirm 23,04,000 warrants converted to equity.

Warrants allotment

• Board approved receipt of the 19th tranche of consideration for Convertible Warrants.
• Warrants issued at Rs 15.50 each, comprising Rs 10 face value and Rs 5.50 premium.
• Total consideration received: Rs 1,785,600 for 115,200 warrants.
• Allottees include promoter group and public category, per preferential basis.
• Date of board approval: 13 July 2026.

Capital Actions

• Board approved receipt of 18th tranche for Convertible Warrants at Rs 15.50 per warrant.
• Amount Rs 6,32,400 received from allottee Umang Kamlesh Vora and Paresh J Patel.
• Issuance type: Convertible Warrants on a preferential basis under ICDR Regulations.

Regulation 74(5) status

• No dematerialisation/rematerialisation requests were received during the quarter.
• Regulation 74(5) not applicable as all shares are in demat form.