KMFG 10-K & 10-Q changes, risk factors and insider trading

For the year ended July 31, 2024,2025, the Company incurred a net loss of $42,275$33,121 and used cash in operating activities of $9,322$16,333. As of July 31, 2025, the current liabilities of the Company exceeded its current assets by $82,066 and borrowedhas a shareholders’ deficits of $82,066. $29,514 from our director. 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 consolidated 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.

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

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K10-KT dated OctoberJune 28,29, 2025,2026, for the yeartransition period ended JulyMarch 31,202531, 2026 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.10-KT. The following discussion and analysis also should be 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.

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

KEEMOKMFG Fashion Group Limited is headquartered in Shenzhen, PeoplePeople’s 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.

KEEMOKMFG 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, KeemoKMFG 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.,Reader, 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 nowKMFG holds full ownership of GW Reader Holding Limited and its subsidiaries.

SixThree and three months ended JanuaryJune 31,30, 2026 and 2025

For the three months ended JanuaryJune 31,30, 2025,2026, the Company hasdid generatednot revenuegenerate ofany $5,012revenue, as there were no sales activities from its two business segments, apparel & garment trading business and digital publishing business.

For the three months ended JanuaryJune 31,30, 2026 and 2025,2026, the Company had general and administrative expenses in the amount of $17,802$19,097. and $12,713. These were primarily comprised of auditaccounting fees,fee, commissionstock payables,and registrar fees and other professional fees.

For the three months ended JanuaryJune 31,30, 2026 and 2025,2026, the Company has incurred a net loss of $17,803 and $10,254.$19,099.

Cash (Used in)/Provided by Operating Activities

Net cash used in operating activities was $47,982 $24,636 for the sixthree months ended JanuaryJune 31,30, 2026. CashThe net cash used in operating activities was primarily attributable to a net loss fromof operation,$19,099, an increase in accounts receivable of $6, and a decrease in other payables and accrued liabilities,liabilities of $7,867, partially offset by a decrease in prepayments of $1,934 and an increase in deferred revenue andof prepayment.$402.

Net cash providedused byin operating activities was $2,454$5,430 for the sixthree months ended JanuaryJune 31,30, 2025. CashThe providednet bycash used in operating activities was primarily attributable to a net loss fromof operation,$7,316, partially offset by a decrease in inventory,prepayments of $1,224 and an increase in other payables and accrued liabilities,liabilities contraof by increase in prepayment and amount due to a director, Ms. Liu Lu.$662.

For the sixthree months ended JanuaryJune 31,30, 20252026, the Company did not generate nor used any cash in investing activities.

For the sixthree months ended JanuaryJune 31,30, 2026, the Company generated $37,125$30,956 in cash from advances received from related parties.

For the sixthree months ended JanuaryJune 31,30, 20252025, the Company didgenerated not$966 generate nor used anyin cash infrom financingadvances activities.received from related parties.

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. TheWe Company isare currently evaluating the impact of this guidance on theour Company’s condensed consolidated financial statements.