Quarterly Report for Quarter Ending October 31, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated October 28, 2025, for the year ended July 31, 2025 and presumes that readers have access to, and will have read, the "Management's Discussion and Analysis" and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our condensed consolidated financial statements and the notes to the condensed consolidated financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, "Management's Discussion and Analysis" These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on May 12, 2023, in the section entitled "Risk Factors" for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

We, KEEMO Fashion Group Limited, a Nevada corporation ("the Company") was incorporated under the laws of the State of Nevada on April 22, 2022.

KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as ("China"). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.

The Company's executive office is located at 69, Wanke Boyu, Xili Liuxin 1^st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.

KEEMO Fashion Group Limited entered into a Share Purchase Agreement on May 26, 2025, to acquire 100% of GW Reader Holding Limited a Cayman Islands holding company. Through this acquisition, Keemo also obtained indirect ownership of its two subsidiaries: Willing Read Culture Technology Co., Limited in Hong Kong and GW Reader Sdn. Bhd. in Malaysia.

GW Reader Holding Limited and Willing Read Culture Technology Co., Limited are investment holding entities without operating activities. GW Reader Sdn. Bhd., incorporated in Malaysia, operates the Group's content publishing business, focusing on the development and distribution of online novels and related digital content through mobile applications.

The acquisition was completed on September 2, 2025, and KEEMO Fashion Group Limited now holds full ownership of GW Reader Holding Limited and its subsidiaries.

Results of operations

Three months ended October 31, 2025 and 2024

Revenues

For the three months ended October 31, 2025, the Company did not generate any revenue, as there were no sales activities from its two business segments, apparel trading business and digital publishing business.

For the three months ended October 31, 2024, the Company generated revenue in the amount of $4,946. The revenue was generated as a result of the Company apparel and garment trading business.

General and Administrative Expenses

For the three months ended October 31, 2025, the Company had general and administrative expenses in the amount of $12,436. These were primarily comprised of audit fees, commission payables, and other professional fees.

For the three months ended October 31, 2024, the Company had general and administrative expenses in the amount of $10,909. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.

Net Loss

For the three months ended October 31, 2025, the Company has incurred a net loss of $12,436.

For the three months ended October 31, 2024, the Company has incurred a net loss of $8,401.

Cash Balance

Our cash and cash equivalents are $28,612. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and in order to increase our current level of operations for the next twelve-month period, we require further funding.

Liquidity and Capital Resources

Cash Used in Operating Activities

Net cash used in operating activities was $15,634 for the three months ended October 31, 2025. Cash used in operating activities was attributable to net loss from operation, decrease in other payables and accrued liabilities and deferred revenue contra by decrease in prepayment.

Net cash used in operating activities was $1,280 for the three months ended October 31, 2024. Cash used in operating activities was attributable to net loss from operation, increase in inventory, decrease in other payables and accrued liabilities contra by decrease in accounts receivable, decrease in prepayment and increase in the amount due to our director, Ms. Liu Lu.

Cash Provided by Investing Activity

For the three months ended October 31, 2025, the Company generated $29,687 in cash from acquisition of subsidiaries.

For the three months ended October 31, 2024 the Company did not generate nor used any cash in investing activities.

Cash Provided by Financing Activity

For the three months ended October 31, 2025, the Company generated $11,293 in cash from advances received from related parties.

For the three months ended October 31, 2024, the Company did not generate nor used any cash in financing activities.

Critical Accounting Policies

Recent accounting pronouncements

In November 2023, the FASB issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its condensed consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03 "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses". The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company's financial statement disclosures.

In March 2025, the FASB issued ASU 2025-02, "Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122", which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its financial statements.

In May 2025, the FASB issued ASU 2025-04, "Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer", which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer's own purchases or the purchases of the customer's customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements.