Annual Report for Fiscal Year Ending July 31, 2025 (Form 10-K)

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 fiscal year ended July 31, 2025 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this report. Some of the information contained in this management's discussion and analysis or set forth elsewhere in this Annual 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 Annual Report.

On May 26, 2025, we acquired GW Reader Holding Limited, a company engaged in digital publishing. This acquisition expands our Company portfolio into the digital publishing sector and is expected to contribute to the Company's growth beginning in fiscal year 2026. Because the transaction closed after our fiscal year-end of July 31, 2025, the financial results of GW Reader Holding Limited are not included in the consolidated results discussed in this Management's Discussion and Analysis. Additional information regarding the acquisition, including the historical financial statements of GW Reader Holding Limited and the pro forma financial information prepared in accordance with Article 11 of Regulation S-X, is included in our Form 8-K/A filed on September 5, 2025, which is incorporated by reference into this Annual Report on Form 10-K.

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.

Our cash and cash equivalents are $3,088 as of July 31, 2025. 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 increase our current level of operations for the next twelve-month period, we require further funding.

For the year ended July 31, 2025, the Company incurred a net loss of $33,121 and used cash in operating activities of $16,333. As of July 31, 2025, the current liabilities of the Company exceeded its current assets by $82,066 and has a shareholders' deficits of $82,066. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company's profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company's current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

No assurance can be given that 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.

We are incorporated in Nevada and conduct our business operations in the People's Republic of China ("PRC"). We maintain cash balances in both Renminbi ("RMB") accounts in the PRC and a U.S. dollar-denominated account with East West Bank in the United States.

Cash maintained in the PRC is subject to foreign exchange and capital controls. Under PRC regulations, the conversion of RMB into U.S. dollars and the remittance of such funds abroad require regulatory approval and are subject to limitations, including the requirement to allocate at least 10% of after-tax profits to statutory reserves before distributing dividends. As a result, cash generated from our PRC operations may not be freely transferable outside of China. Funds held in our East West Bank account are maintained in the United States and are not subject to PRC foreign exchange restrictions. To date, we have not declared or paid any dividends to our shareholders. We currently intend to retain cash generated from operations to support our business activities in the PRC and do not anticipate distributing cash to shareholders in the foreseeable future.

While we have been able to transfer funds between our PRC operations and our U.S. account, there can be no assurance that the PRC government will not in the future impose additional restrictions that could materially affect our ability to access or use cash generated from our operations in China. Any such limitations could affect our liquidity and our ability to pay dividends, service debt, or fund operations outside of the PRC.

Results of operations for the year ended July 31, 2025 and 2024

Revenues

For the years ended July 31, 2025, the Company has generated a revenue of $15,081.

For the years ended July 31, 2024, the Company has generated a revenue of $21,522.

The revenue was generated through wholesaling men's and women's apparel and garments to retailers.

General and Administrative Expenses

For the years ended July 31, 2025, the Company incurred general and administrative expenses of $40,642. These were primarily comprised of other professional fee, audit fees, stock and registrar fees, bank charges, printing and stationery, and legal fees.

For the years ended July 31, 2024, the Company incurred general and administrative expenses of $52,861. These were primarily comprised of other professional fee, audit fees, stock and registrar fees, bank charges, printing and stationery, and legal fees.

Net Loss

For the years ended July 31, 2025, the Company incurred a net loss of $33,121.

For the years ended July 31, 2024, the Company incurred a net loss of $42,275.

Liquidity and Capital Resources

The Company's cash and cash equivalents has decreased by $16,333, from $19,421 as of July 31, 2024 to $3,088 as of July 31, 2025. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

Cash Used in Operating Activities

For the year ended July 31, 2025, the Company has used $16,333 in operating activities, which was primarily attributable to net loss from operation, increase in the amount due to our director, Ms. Liu Lu, decrease in prepayment, decrease in inventories, and increase in other accruals.

For the year ended July 31, 2024, the Company has used $9,322 in operating activities, which was primarily attributable to net loss from operation, increase in the amount due to our director, Ms. Liu Lu, increase in prepayment, decrease in accounts receivable, decrease in inventories, and decrease in other accruals.

Cash Provided by Investing Activities

For the year ended July 31, 2025 and 2024, the Company did not generate nor used any cash in investing activities.

Cash Provided by Financing Activities

For the year ended July 31, 2025 and 2024, the Company did not generate nor used any cash in financing activities.

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 July 31, 2025.

Contractual Obligation

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