Keemo Fashion Group Ltd.

06/29/2026 | Press release | Distributed by Public on 06/29/2026 10:10

Annual Transition Report (Form 10-KT)

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

The following discussion and analysis of our results of operations and financial condition for the transition period from August 1, 2025 to March 31, 2026 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this transition report on Form 10-KT. Some of the information contained in this management's discussion and analysis or set forth elsewhere in this Transition Report, including information with respect to our plans and strategy for our business and related financing, includes forward looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those factors set forth in the "Risk Factors" section in Form S-1/A registration statement, filed on May 12, 2023, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in this Transition Report.

Overview

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included elsewhere in this transition report. This transition report covers the eight months transition period from August 1, 2025 to March 31, 2026. The Company previously had a fiscal year end of July 31 and changed its fiscal year end to March 31 during the period.

The Company currently operates through two business segments: apparel and garment wholesale, and digital publishing and e-reading. During the transition period, the Company completed the acquisition of GW Reader Holding on September 2, 2025 and, through that acquisition, indirectly acquired Willing Read and GW Reader. GW Reader operates the Company's digital publishing and e-reading business.

During the eight months transition period ended March 31, 2026, the Company did not generate revenue from its apparel and garment wholesale and digital publishing and e-reading segment. The Company incurred a net loss of $67,368 and used cash of $58,707 in operating activities. As of March 31, 2026, the Company had cash and cash equivalents of $15,667, current liabilities exceeded current assets by $606,896, and the Company had a stockholders' deficit of $313,398. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company expects to finance its operations primarily through cash generated from future revenue, if any, and continuing financial support from stockholders or related parties.

No assurance can be given any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Results of operations for the eight months ended March 31, 2026 and 2025

Revenues

For the eight months transition period ended March 31, 2026, the Company did not generate revenue from the apparel and garment wholesale and digital publishing and e-reading segment during the transition period.

For the comparative eight months ended March 31, 2025, the Company has generated a revenue of $15,081, which was generated from the apparel and garment wholesale business prior to the acquisition of GW Reader Holding.

Revenue decreased from $15,081 in the comparative eight months ended March 31, 2025 to nil for the transition period ended March 31, 2026, as the comparative period revenue was generated from the apparel and garment wholesale business prior to the acquisition of GW Reader Holding, while no revenue was generated from either business segment during the transition period.

General and Administrative Expenses

For the eight months transition period ended March 31, 2026, the Company incurred general and administrative expenses of $67,366. These were primarily comprised of commission, other professional fee, audit fees, accounting fees, stock and registrar fees.

For the comparative eight months ended March 31, 2025, the Company incurred general and administrative expenses of $24,830. These were primarily comprised of other professional fee, audit fees, stock and registrar fees.

General and administrative expenses increased by $42,536, from $24,830 for the comparative eight months ended March 31, 2025 to $67,366 for the eight-months transition period ended March 31, 2026. The increase was primarily attributable to commission expenses and higher professional fees, including audit fees and accounting fees, incurred during the transition period.

Net Loss

For the eight months transition period ended March 31, 2026, the Company incurred a net loss of $67,368.

For the eight months ended March 31, 2025, the Company incurred a net loss of $17,309.

Liquidity and Capital Resources

As of March 31, 2026, the Company had cash and cash equivalents of $15,667, compared to $3,088 as of July 31, 2025. The increase in cash was primarily attributable to cash acquired from the acquisition of subsidiaries and advances from related parties, partially offset by cash used in operating activities.

As of March 31, 2025, the Company had cash and cash equivalents of $23,329, compared to $19,421 as of July 31, 2024. The increase in cash was primarily attributable to cash generated from operating activities.

For the eight months transition period ended March 31, 2026, net cash used in operating activities was $58,707, primarily attributable to the Company's net loss and changes in operating assets and liabilities. Net cash provided by investing activities was $29,687, which represented cash acquired from the acquisition of subsidiaries. Net cash provided by financing activities was $40,953, which represented advances from related parties.

For the comparative eight months ended March 31, 2025, net cash generated from operating activities was $3,908, primarily attributable to the Company's net loss and changes in operating assets and liabilities. No cash generate nor used any cash in investing and financing activity.

Off-Balance Sheet Arrangement

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of March 31, 2026.

Contractual Obligation

As a smaller reporting company, we are not required to provide the aforementioned information.

Keemo Fashion Group Ltd. published this content on June 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 29, 2026 at 16:10 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]