UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~April~~October 3031, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 333-267967

KEEMO FASHION GROUP LIMITED

(Exact name of registrant issuer as specified in its charter)

Nevada

5130

32-0686375

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

69 Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China

(Address of principal executive offices, including zip code)

Issuer’s telephone number: (+86) 176-1282-2030

Company email: [email protected]

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12twelve months (or shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-accelerated Filer ☒	Smaller reporting company ☒
			Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name on each exchange on which registered
N/A		N/A		N/A

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding on ~~June~~December 1312, 2025
Common Stock, $0.001 par value		55,000,000

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
	CONDENSED BALANCE SHEETS AS OF APRIL 30, 2025 (UNAUDITED) AND JULY 31, 2024 (AUDITED)	F-1
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2025 (UNAUDITED) AND JULY 31, 2025 (AUDITED)	F-1
	CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2025 AND 2024 (UNAUDITED)	F-2
	CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-2
	CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2025 AND 2024 (UNAUDITED)	F-3
	CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-3
	CONDENSED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2025 AND 2024 (UNAUDITED)	F-4
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-4
	NOTES TO CONDENSED FINANCIAL STATEMENTS	F-5 – F-12
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-5 – F-15
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3 – -5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4.	CONTROLS AND PROCEDURES	5 ~~– 6~~
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	7
ITEM 1.	LEGAL PROCEEDINGS	7
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4	MINE SAFETY DISCLOSURES	7
ITEM 4.	MINE SAFETY DISCLOSURES	7
ITEM 5	OTHER INFORMATION	7
ITEM 5.	OTHER INFORMATION	7
ITEM 6	EXHIBITS	7
ITEM 6.	EXHIBITS	7
SIGNATURES		8

-2-

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

KEEMO FASHION GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~APRIL~~OCTOBER 3031, 2025 (UNAUDITED) AND JULY 31, ~~2024~~2025 (AUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	As of April 30, 2025			As of July 31, 2024
	As of October 31, 2025			As of July 31, 2025
	(Unaudited)	~~(Unaudited)~~		(Audited)	~~(Audited)~~
	(Consolidated)			(Standalone)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2228,~~536~~612		$	193,~~421~~088
Inventories		-			2,527
Account receivable, net		39			-
Prepayment		~~612~~184			~~6,526~~-
TOTAL CURRENT ASSETS		2328,~~148~~835			283,~~474~~088
TOTAL ASSETS	$	23,148		$	28,474
NON-CURRENT ASSET
Goodwill		293,498			-
TOTAL NON-CURRENT ASSET		293,498			-
TOTAL ASSETS	$	322,333		$	3,088
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Amount due to a director		91,786			69,919
Due to related parties	$	518,660		$	76,389
Other accruals		3,200			7,500
Deferred revenue		45,248			-
TOTAL CURRENT LIABILITIES		94,986			77,419
Other payables and accrued liabilities		9,277			8,765
TOTAL LIABILITIES	$	94,986		$	77,419
TOTAL CURRENT LIABILITIES		573,185			85,154
TOTAL LIABILITIES	$	573,185		$	85,154
SHAREHOLDERS’ EQUITY
Common share – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 55,000,000 as of April 30, 2025 and July 31, 2024	$	5,500		$	5,500
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 55,000,000 as of October 31, 2025 and July 31, 2025	$	5,500		$	5,500
Additional paid in capital		2625,~~600~~317			26,600
Accumulated deficit		(~~103~~279,~~938~~305	)		(81114,~~045~~166	)
TOTAL SHAREHOLDERS’ EQUITY	$	(71,838	)	$	(48,945	)
Accumulated other comprehensive loss		(2,364	)		-
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	23,148		$	28,474
TOTAL SHAREHOLDERS’ DEFICIT	$	(250,852	)	$	(82,066	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	322,333		$	3,088

~~The~~Comparative ~~accompanying~~year ~~notes~~reflects ~~are~~standalone anparent ~~integral~~only ~~part~~(unconsolidated). ofConsolidation ~~these~~began ~~financial~~in ~~statements~~current quarter – see Note 2.

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-1

KEEMO FASHION GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~APRIL~~OCTOBER 3031, 2025 AND 2024

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”)~~, EXCEPT FOR NUMBER OF SHARES~~)

	2025			2024			~~2025~~			~~2024~~
	Three months ended April 30,						Nine months ended April 30,
	Three months ended October 31
	2025			2024			~~2025~~			~~2024~~
REVENUE	$	5,124		$	4,942		$	15,081		$	16,558
	(Consolidated)			(Standalone)
COST OF REVENUE		(2,569	)		(2,532	)		(7,560	)		(8,461	)
REVENUE	$	-		$	4,946
GROSS PROFIT		2,555			2,410			7,521			8,097
COST OF REVENUE		-			(2,438	)
GENERAL AND ADMINSTRATIVE EXPENSES		(6,793	)		(6,882	)		(30,414	)		(40,596	)
GROSS PROFIT	$	-		$	2,508
LOSS FROM OPERATION BEFORE INCOME TAX		(4,238	)		(4,472	)		(22,893	)		(32,499	)
GENERAL AND ADMINISTRATIVE EXPENSES		(12,436	)		(10,909	)
OTHER INCOME		-			-			-			-
LOSS FROM OPERATION BEFORE INCOME TAX		(12,436	)		(8,401	)
LOSS BEFORE INCOME TAX		(4,238	)		(4,472	)		(22,893	)		(32,499	)
OTHER INCOME		-			-
INCOME TAX EXPENSES		-			-			-			-
LOSS BEFORE INCOME TAX		(12,436	)		(8,401	)
NET LOSS		(4,238	)		(4,472	)		(22,893	)		(32,499	)
INCOME TAX EXPENSES		-			-
OTHER COMPREHENSIVE LOSS		-			-			-			-
NET LOSS	$	(12,436	)	$	(8,401	)
TOTAL COMPREHENSIVE LOSS		(4,238	)		(4,472	)		(22,893	)		(32,499	)
OTHER COMPREHENSIVE LOSS:
NET LOSS PER SHARE- BASIC AND DILUTED		(0.00	)		(0.00	)		(0.00	)		(0.00	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS		(2,364	)		-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED (1)		55,000,000			55,000,000			55,000,000			55,000,000
TOTAL COMPREHENSIVE LOSS	$	(14,800	)	$	(8,401	)
NET LOSS PER SHARE- BASIC AND DILUTED		0.00			0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		55,000,000			55,000,000

~~(1)~~Comparative quarter ~~Prior~~reflects ~~period~~standalone ~~results~~parent ~~have~~only ~~been~~(unconsolidated). ~~adjusted~~Consolidation tobegan ~~reflect the ten-for-one stock split effected~~ in ~~the~~current ~~form~~quarter of– asee ~~stock~~Note ~~issuance in August 8, 2024~~2.

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

KEEMO FASHION GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ ~~EQUITY~~DEFICIT

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~APRIL~~OCTOBER 3031, 2025 AND 2024

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	Number of shares		Amount		PAID-IN CAPITAL			ACCUMULATED DEFICIT			TOTAL EQUITY
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL			SUBSCRIPTION RECEIVABLE			ACCUMULATED DEFICIT			OTHER COMPREHENSIVE LOSS			TOTAL SHAREHOLDERS’ DEFICIT
	COMMON STOCK				~~ADDITIONAL~~									ACCUMULATED
	Number of shares		Amount		PAID-IN CAPITAL			ACCUMULATED DEFICIT			TOTAL EQUITY
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL			SUBSCRIPTION RECEIVABLE			ACCUMULATED DEFICIT			OTHER COMPREHENSIVE LOSS			TOTAL SHAREHOLDERS’ DEFICIT
Balance as of July 31, 2024 (1)		55,000,000		5,500		26,600			(81,045	)		(48,945	)
Balance as of July 31, 2025		55,000,000	$	5,500	$	26,600		$	-		$	(114,166	)	$	-		$	(82,066	)
Net loss		-		-		-			(8,401	)		(8,401	)
Equity assumed on acquisition		-		-		50,000			(51,283	)		-			-			(1,283	)
Balance as of October 31, 2024		55,000,000		5,500		26,600			(89,446	)		(57,346	)
Net between subscription receivables and additional paid-in capital		-		-		(51,283	)		51,283			-			-			-
Net loss		-		-		-			(10,254	)		(10,254	)
Net liabilities recognized through prior acquisition		-		-		-			-			(41,014	)		-			(41,014	)
Balance as of January 31, 2025		55,000,000		5,500		26,600			(99,700	)		(67,600	)
Net liabilities recognized through common control		-		-		-			-			(111,689	)		-			(111,689	)
Net loss		-		-		-			~~(4,238~~-	)		(412,~~238~~436	)		-			(12,436	)
Balance as of April 30, 2025		55,000,000		5,500		26,600			(103,938	)		(71,838	)
Foreign currency translation adjustment		-		-		-			-			-			(2,364	)		(2,364	)
Balance as of October 31, 2025		55,000,000	$	5,500	$	25,317		$	-		$	(279,305	)	$	(2,364	)	$	(250,852	)

	COMMON STOCK				ADDITIONAL
	Number of shares		Amount		PAID-IN CAPITAL		ACCUMULATED DEFICIT			SHAREHOLDERS’ DEFICIT
	Number of shares		Amount		PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL EQUITY
	COMMON STOCK				ADDITIONAL					TOTAL
Balance as of July 31, 2023 (1)		55,000,000		5,500		26,600		(38,770	)		(6,670	)
	Number of shares		Amount		PAID-IN CAPITAL		ACCUMULATED DEFICIT			SHAREHOLDERS’ DEFICIT
Net loss		-		-		-		(25,867	)		(25,867	)
Balance as of July 31, 2024		55,000,000	$	5,500	$	26,600	$	(81,045	)	$	(48,945	)
Balance as of October 31, 2023 (1)		55,000,000		5,500		26,600		(64,637	)		(32,537	)
Balance		55,000,000		5,500		26,600		(81,045	)		(48,945	)
Net loss		-		-		-		(28,~~160~~401	)		(28,~~160~~401	)
Balance as of January 31, 2024 (1)		55,000,000		5,500		26,600		(66,797	)		(34,697	)
Balance as of October 31, 2024		55,000,000	$	5,500	$	26,600	$	(89,446	)	$	(57,346	)
Balance		55,000,000		5,500		26,600		(6689,~~797~~446	)		(3457,~~697~~346	)
Net loss		-		-		-		(4,472	)		(4,472	)
Balance as of April 30, 2024 (1)		55,000,000		5,500		26,600		(71,269	)		(39,169	)
Balance		55,000,000		5,500		26,600		(71,269	)		(39,169	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

KEEMO FASHION GROUP LIMITED

CONDENSED ~~STATEMENT~~CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~APRIL~~OCTOBER 3031, 2025 ~~and~~AND 2024

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”)~~, EXCEPT FOR NUMBER OF SHARES~~)

	2025			2024
	For the Nine months ended April 30,
	Three months ended October 31
	2025			2024
	(Consolidated)			(Standalone)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2212,~~893~~436	)	$	(328,~~499~~401	)
Changes in operating assets and liabilities:
Accounts receivable		-			6,954
Inventories		-			(2,643	)
Inventories		2,527			(1,589	)
Prepayment		(166	)		3,467
Prepayment		5,914			3,371
Amount due to a director		-			10,597
Amount due to a director		21,867			26,498
Deferred revenue		(391	)		-
Other accruals		(4,300	)		(6,100	)
Other payables and accrued liabilities		(2,641	)		(4,300	)
Net cash provided by/(used in) operating activities		3,115			(3,365	)
Net cash used in operating activities		(15,634	)		(1,280	)
Net increase/(decrease) in cash and cash equivalents		3,115			(3,365	)
CASH FLOWS FROM INVESTING ACTIVITY:
Cash and cash equivalents, beginning of period		19,421			28,743
Cash acquired from acquisition of subsidiaries		29,687			-
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	22,536		$	25,378
Net cash from investing activity		29,687			-
CASH FLOWS FROM FINANCING ACTIVITY:
Advance from related parties		11,293			-
Net cash from financing activity		11,293			-
Effect of exchange rate changes on cash and cash equivalent		178			-
Net increase/(decrease) in cash and cash equivalents		25,524			(1,280	)
Cash and cash equivalents, beginning of period		3,088			19,421
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	28,612		$	18,141
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

~~The~~Comparative ~~accompanying~~quarter ~~notes~~reflects ~~are~~standalone anparent ~~integral~~only ~~part~~(unconsolidated). ofConsolidation ~~these~~began ~~financial~~in ~~statements~~current quarter – see Note 2.

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

KEEMO FASHION GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR ~~THE~~THREE ~~NINE~~ MONTHS ENDED ~~APRIL~~OCTOBER 3031, 2025 AND 2024 (UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

(UNAUDITED)

1. ORGANIZATION AND BUSINESS BACKGROUND

KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as “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 China, 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.

On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Forward Split.

Acquisition of GW Reader Holding Limited and its Subsidiaries

On May 26,2025, the Company entered into a Material Definitive Agreement, pursuant to a Share Purchase Agreement (the “Agreement”) with Guang Wen Global Group Limited (the “Seller”), a company incorporated in the British Virgin Islands. Under the terms of the Agreement, the Company agreed to acquire 100% of the issued and outstanding shares of GW Reader Holding Limited (“GW Reader Holding”), a company incorporated on October 12, 2023 in the Cayman Islands and a wholly-owned subsidiary of the Seller. Through this acquisition, the Company would also obtain ownership of all assets held by GW Reader Holding, including its two wholly-owned subsidiaries: Willing Read Culture Technology Co., Limited (“Willing Read”), incorporated on May 6, 2024 in Hong Kong, and GW Reader Sdn. Bhd. (“GW Reader”), incorporated on October 30, 2020 in Malaysia.

On September 2, 2025, the Company completed the acquisition of GW Reader Holding. Upon closing, the Company became the sole direct shareholder of GW Reader Holding and, through this ownership structure, obtained 100% indirect ownership of Willing Read and GW Reader.

As of the issuance date of this financial report, the details of the Company’s subsidiaries are as follows. All subsidiaries of the Group are wholly-owned by the Company.

SCHEDULE OF SUBSIDIARIES

Name of Entity	Date of Incorporation	Place of Incorporation	% of Ownership	Principal Activities
GW Reader Holding Limited (“GW Reader Holding”)	October 12, 2023	Cayman Islands	100%	Investment holding
Willing Read Culture Technology Co., Limited (“Willing Read”)	May 6, 2024	Hong Kong	100%	Investment holding
GW Reader Sdn. Bhd. (“GW Reader”)	October 30, 2020	Malaysia	100%	Digital publishing

During the financial period, following the acquisition of new subsidiaries, the Company also ventured into the digital publishing business. This includes providing users with access to paid digital content such as web-novels and e-books, where users purchase virtual currency (“Coins”) to redeem for specific content.

F-5

Business of GW Reader Sdn. Bhd.

GW Reader operates a digital publishing platform specializing in serialized online fiction for a global audience. Through its proprietary mobile application and website, the company develops, sources, and distributes original and translated content across popular genres such as romance, fantasy, and action. GW Reader uses a “pay-per-chapter” microtransaction model in which users purchase tokens to unlock individual episodes. This model offers readers flexibility while supporting ongoing content creation.

As of the reporting date, the Company operates two primary business segments:

	1.	Apparel Trading Business – conducted through KEEMO Fashion Group Limited in China.
	2.	Digital Publishing Business – conducted through GW Reader Sdn. Bhd. in Malaysia.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements ~~for~~of ~~KEEMO Fashion Group Limited for~~ the ~~period~~Company ~~ended~~have ~~April~~been ~~30, 2025 are~~ prepared in accordance with ~~accounting~~the ~~principles~~ generally accepted accounting principles in the United States of America (“USU.S. GAAP”). ~~The~~and ~~Company~~regulations ~~has~~of ~~adopted~~the ~~July~~Securities 31and asExchange ~~its~~Commission ~~fiscal~~(the ~~year end~~“SEC”).

The Company has adopted July 31 as its fiscal year end.

On September 2, 2025, the Company completed the acquisition of GW Reader Holding, Willing Read and GW Reader (“GW Reader Holding Group”) from its major shareholder. No consideration was paid. As the transfer represents a transaction between entities under common control in accordance with ASC 805-50, Business Combinations (“ASC 805-50”) the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts on the date of combination.

The accompanying condensed consolidated financial statements include the results of GW Reader Holding Group from September 2, 2025 onwards. The Company did not have subsidiaries requiring consolidation in prior periods. Accordingly, comparative prior-period financial information is presented on a standalone (parent-only) basis and has not been restated.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions and balances have been eliminated. Acquired businesses are included in the condensed consolidated financial statements from the date on which control is transferred to the Company.

Going Concern

For the ~~nine~~three months ended ~~April~~October 3031, 2025, the Company incurred a net loss of $2212,~~893~~ 436 and the current liabilities of the Company exceeded its current assets by $71544,~~838~~ 350 and has a shareholders’ deficits of $71250,~~838~~852. 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 condensed 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. The Company expects to finance its operations primarily through ~~cash flow from revenue and~~ continuing financial support from a a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected ~~future~~ future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide ~~additional~~ additional financing.

Use of Estimates and Significant Judgements

Management uses estimates and ~~assumptions~~judgements in preparing these condensed consolidated financial statements in accordance with US GAAP. ~~Those~~ These estimates and ~~assumptions~~judgements affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities ~~in the balance sheets~~, and the reported revenue and expenses during the periods ~~reported~~presented. Actual results may differ from these estimates. In particular, management made the judgement that the acquisition of GW Reader Holding Group from the Company’s major shareholder qualifies as a common-control transaction under ASC 805-50. Accordingly, the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts, consolidation began on the completion date of September 2, 2025, and prior periods were not restated.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

~~Inventories~~F-6

Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenue in the statement of operations and comprehensive income (loss).

F-5

Revenue Recognition

~~Revenue~~The isCompany ~~generated~~recognizes ~~through~~revenue ~~wholesale~~in ~~business~~accordance ofwith ~~men~~ASC ~~and~~606, ~~women~~Revenue ~~apparel~~from ~~and~~Contracts ~~garment~~with toCustomers ~~customer~~(“ASC 606”). ~~Revenue~~Under isASC 606, revenue is recognized when ~~a customer obtains~~ control of the promised goods or services ~~and~~ is ~~recognized~~transferred into ~~an amount that reflects~~ the ~~consideration~~customer ~~that the Company expects to receive~~ in ~~exchange~~an ~~for those goods or services. In addition, the standard requires disclosure of the nature,~~ amount, ~~timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue~~ that ~~is recorded~~ reflects the consideration ~~that~~ the Company expects to receive ~~in exchange for those goods and services~~. The Company applies the following five-step model ~~in order~~ to ~~determine~~ ~~this~~all ~~amount~~revenue arrangements:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company ~~adopted~~generates ~~ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records~~ revenue ~~when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue~~ from ~~the~~two ~~wholesale~~primary ~~of goods upon the delivery of men and women apparel and garment to the customer.~~sources:

(i) Apparel trading business; and

(ii) Digital publishing business.

Apparel trading business

The Company engages in the wholesale distribution of apparel products. Revenue is recognized when control of the goods transfers to the customer, which generally occurs upon delivery. The Company’s performance obligation in these arrangements is the transfer of apparel products. The Company does not have significant variable consideration in its wholesale operations.

Digital publishing business

The Company provides users with access to paid digital content, including web-novels and e-books. Users purchase virtual currency (“Coins”), which is subsequently redeemed for access to specific content. The Company’s performance obligation is to provide access to the selected content.

Revenue is recognized based on the usage of Coins by users, as such usage represents a faithful depiction of the transfer of services.

The Company has determined that it is the principal in the majority of Paid Content transactions because it controls the monetization and availability of content, has discretion in establishing pricing, is responsible for customer service, and controls the promotion and presentation of content. Accordingly, revenue is recognized gross, and amounts retained by content creators are recorded as expenses.

Deferred Revenue

Deferred revenue is recorded when the Company entered into a contract with a customer and cash payments are received or due prior to transfer of control or satisfaction of the related performance obligation.

Credit losses

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

F-7

To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.

~~Accounts~~As ~~receivable~~of atOctober ~~April 30~~31, 2025 ~~and April 30~~, ~~2024~~ there were no allowances for credit losses recorded against accounts receivable.

Cost of Revenue

~~Cost~~In ofaccordance ~~revenue~~with ~~includes~~ASC ~~the~~340-40, ~~purchase~~Contracts ~~cost~~with ofCustomers ~~inventories~~(“ASC 340-40”) and ~~distribute~~ASC to606, ~~customers~~the ~~and~~Company ~~packing~~recognizes ~~materials.~~cost Itof ~~includes~~revenue ~~purchasing~~as ~~and~~those ~~receiving~~ costs, ~~internal~~directly ~~transfer~~attributable ~~costs,~~to ~~other~~the ~~costs~~delivery of its ~~distribution~~services ~~network, opening~~ and ~~closing~~the ~~inventory~~generation ~~net off discount received and return outwards in cost~~ of revenue.

~~Earnings~~Apparel ~~Per~~trading ~~Share~~business

~~The~~Cost ~~Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation~~ of ~~basic and~~revenue ~~diluted~~includes ~~earnings per share in conjunction with~~ the ~~disclosure~~cost of ~~the~~purchasing ~~methodology~~apparel ~~used~~products ~~in computing such earnings per share. Basic earnings per share excludes dilution~~ and isfreight computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or ~~other~~handling ~~contracts~~costs todirectly ~~issue~~associated ~~common~~with ~~stock were exercised and converted into common stock. Further, if the number of common shares outstanding~~fulfilling ~~increases~~customer as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structureorders.

~~The~~Cost ~~Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number~~ of ~~the~~ ~~Company’s~~revenue ~~ordinary~~does ~~shares~~not ~~outstanding.~~include ~~Diluted~~indirect ~~earnings~~expenses ~~per~~such ~~share~~as ~~reflects~~general ~~the~~administrative ~~amount~~expenses ofand ~~net~~marketing-related ~~income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued~~costs.

~~F-6~~Digital publishing business

Cost of revenue primarily consists of service charges imposed by a third-party collection company that processes and remits customer payments. These charges are deducted from gross collections and are recognized in the period in which the related revenue is earned.

Cost of revenue does not include indirect costs such as general administrative expenses or marketing-related costs.

Net (Loss) Income Per Share

The Company calculates net (loss) income per share in accordance with ASC 260, Earnings per Share (“ASC 260”). Basic (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic (loss) income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

As of October 31, 2025, the Company has no potentially dilutive securities, such as options or warrants, outstanding.

F-8

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740, “Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company also adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

~~New~~ASC ~~U.S.~~740 ~~federal~~prescribes ~~tax~~a ~~legislation,~~comprehensive ~~commonly~~model ~~referred~~for tohow ascompanies ~~the~~should ~~Tax~~recognize, ~~Cuts and Jobs Act (the “U.S. Tax Reform”)~~measure, ~~was signed into law on December 22~~present, ~~2017.~~and ~~The~~disclosed ~~U.S.~~in ~~Tax~~their ~~Reform~~financial ~~modified~~statements uncertain ~~the~~tax ~~U.S.~~positions ~~Internal~~taken ~~Revenue~~or ~~Code~~expected ~~by,~~to ~~among~~be ~~other~~taken ~~things,~~on ~~reducing~~a ~~the~~tax ~~statutory U~~return.S. ~~federal~~Under ~~corporate~~ASC ~~income~~740, tax ~~rate~~positions ~~from~~must ~~35%~~initially tobe ~~21%~~recognized ~~for~~in ~~taxable~~the financial ~~years~~statements ~~beginning~~when ~~after~~it ~~December~~is ~~31,~~more ~~2017;~~likely ~~limiting~~than ~~and/or~~not ~~eliminating many business deductions; migrating~~ the ~~U.S.~~position towill abe ~~territorial~~sustained ~~tax~~upon ~~system~~examination ~~with~~by athe ~~one-time transaction~~ tax onauthorities. aSuch ~~mandatory deemed repatriation~~tax ofpositions ~~previously~~must ~~deferred~~initially ~~foreign~~and ~~earnings~~subsequently ofbe ~~certain~~measured ~~foreign~~as ~~subsidiaries;~~the ~~subject~~largest toamount ~~certain~~of ~~limitations, generally eliminating U.S. corporate income~~ tax onbenefit ~~dividends~~that ~~from~~has ~~foreign~~a ~~subsidiaries;~~greater ~~and~~than ~~providing~~50% ~~for~~likelihood ~~new~~of being ~~taxes~~realized onupon ~~certain~~ultimate ~~foreign~~settlement ~~earnings.~~with ~~Taxpayers may elect to pay~~ the ~~one-time transition~~ tax ~~over~~authority ~~eight~~assuming ~~years,~~full orknowledge inof athe ~~single~~position ~~lump-sum~~and ~~payment~~relevant facts.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations and comprehensive income (loss).

The functional currency of the Company is the United States Dollars (“US$” or “US dollars”) and the accompanying condensed consolidated financial statements have been expressed in US dollars. In addition, the Company’s subsidiary maintains its books and record in Malaysia Ringgit (“MYR”), United States Dollars (“US$”) and Hong Kong Dollars (“HK$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US dollars are translated into US dollars, in accordance with ASC 830-30, Translation of Financial Statement (“ASC 830-30”), using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:

	For the three months ended October 31,
	2025		2024
Period-end MYR : US$1 exchange rate		4.21		4.38
Period-average MYR : US$1 exchange rate		4.21		4.27
Period-end HK$ : US$1 exchange rate		7.77		7.75
Period-average HK$ : US$1 exchange rate		7.80		7.75

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair Value Measurement

~~Accounting Standards Codification (“~~ASC”) 820, “Fair Value Measurements and Disclosures (“ASC 820”), ~~which~~ defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:F-9

This ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

~~Recently~~Segment ~~issued and adopted accounting pronouncements~~Reporting

The Company ~~has~~follows ~~reviewed~~the ~~all~~guidance ~~recently~~of ~~issued~~ASC 280, ~~but~~Segment ~~not~~Reporting ~~yet~~(“ASC ~~effective~~280”), ~~considers~~which establishes standards for reporting information about operating segments on a basis consistent with the ~~applicability~~Company’s internal organization structure as well as information about services categories, business segments and ~~impact~~major ofcustomers ~~all~~in ~~accounting~~financial ~~standards~~statements. ~~updates~~For the three months ended October 31, 2025, (the Company has two reportable segments based on business unit, apparel and garment trading business and digital publishing business and two reportable segments based on country, China and Malaysia. The Company also adopted ASU 2023-07, “~~ASUs”~~Segment Reporting (Topic 280).: ~~Management~~Improvements ~~periodically~~to ~~reviews~~Reportable ~~new~~Segment ~~accounting~~Disclosures”, ~~standards~~which ~~that~~expands ~~are~~annual ~~issued~~and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

InRecently ~~November 2023, Financial~~ Accounting Standards Board (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. Early adoption is permitted. The Company already adopted this ASU on its financial statements and related disclosures.Pronouncements

In ~~December~~November 2023, the FASB issued ASU 2023-0907 “~~Income~~Segment ~~Taxes~~Reporting (Topic ~~740~~280): Improvements to ~~Income~~Reportable ~~Tax~~Segment Disclosures” which toexpands ~~expand~~annual ~~the~~ and interim disclosure requirements for ~~income~~reportable ~~taxes~~segments, ~~specifically~~primarily ~~related~~through toenhanced ~~the~~disclosures ~~rate~~about ~~reconciliation~~significant segment ~~and income taxes paid~~expenses. The ASU 2023-0907 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 ~~statement~~statements and related disclosures.

In ~~November~~ ~~2024~~December 2023, the FASB issued ASU ~~2024~~2023-~~03,~~09 “Income ~~Statement—Reporting~~Taxes ~~Comprehensive Income—Expense Disaggregation Disclosures~~ (~~Subtopic~~Topic ~~220-40~~740): ~~Disaggregation~~Improvements ofto Income ~~Statement~~Tax ~~Expenses (“ASU 2024-03~~Disclosures”). to ~~Additionally,~~expand inthe ~~January~~disclosure ~~2025,~~requirements ~~the~~for ~~FASB~~income ~~issued ASU 2025-01~~taxes, ~~Income~~specifically ~~Statement~~related –to ~~Reporting~~the ~~Comprehensive~~rate ~~Income~~reconciliation –and ~~Expense~~income ~~Disaggregation~~taxes ~~Disclosures~~paid. ~~(Subtopic~~The ~~220~~ASU 2023-~~40):~~09 ~~Clarifying the~~is ~~Effective~~effective ~~Date~~for toannual ~~further~~reporting ~~clarify~~periods ~~the~~beginning ~~effective~~after ~~date~~December of15, ~~ASU~~ 2024~~-03.~~, ~~ASU~~and ~~2024-03~~early ~~requires~~adoption ~~disclosure~~is inpermitted. ~~the~~The ~~notes~~Company tois currently evaluating the ~~financial statements~~impact of ~~specified~~this ~~information~~ASU ~~about~~may ~~certain~~have ~~costs~~on its condensed consolidated financial statements and ~~expenses~~related disclosures.

~~The~~In ~~requirements~~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 ~~are~~requires ~~effective~~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 ~~Company~~income statement where such expenses are included. ASU 2024-03 is effective for ~~fiscal~~annual ~~years~~reporting ~~beginning~~periods beginning after December 15, 2026, and interim reporting periods ~~within fiscal years~~ 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 condensed consolidated financial statement disclosures.

~~Early~~In ~~adoption~~March is2025, ~~permitted~~the ~~and~~FASB ~~should~~issued beASU ~~applied~~2025-02, ~~either~~“Liabilities ~~prospectively~~(Topic 405): Amendments to ~~financial~~SEC ~~statements~~Paragraphs ~~issued~~Pursuant ~~for~~to ~~reporting~~SEC ~~periods~~Staff Accounting ~~after~~Bulletin ~~the~~No. ~~effective date~~122”, ofwhich ~~this~~removes ~~ASU~~certain ~~2024-03~~SEC orguidance ~~retrospectively~~related to ~~any~~obligations orto ~~all~~safeguard ~~periods~~crypto-assets. ~~presented~~The Company indoes ~~the~~not ~~financial~~engage ~~statements.~~in Weactivities ~~are~~involving ~~currently~~crypto-assets; ~~evaluating~~ therefore, the ~~impact~~adoption of this ~~standard~~ASU onis ~~our~~not ~~financial~~expected ~~statements~~to ~~and~~have ~~related~~a material ~~disclosures~~impact on its condensed consolidated financial statements.

FIn May 2025, the FASB issued ASU 2025-704, “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.

3The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have ~~INVENTORIES~~a significant impact on the Company’s condensed consolidated financial statements.

~~As of April 30, 2025 and July 31, 2024, the Company inventories consist of following:~~F-10

~~SCHEDULE OF INVENTORIES~~3. GOODWILL

	As of April 30, 2025		As of July 31, 2024
Finished goods	$	-	$	2,527
Total inventories	$	-	$	2,527

Acquisition of GW Reader Sdn. Bhd.

4On October 17, 2024, Willing Read acquired 100% of the equity interests of GW Reader. The acquisition was accounted for under the acquisition method of accounting ~~PREPAYMENT~~in accordance with ASC 805. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed was recorded as goodwill.

AsGoodwill ~~of April 30, 2025 and July 31, 2024, the Company prepayment consist of following:~~Calculation

Goodwill represents the excess of the purchase consideration transferred over the fair value of the net assets acquired and liabilities assumed. The preliminary allocation of the purchase price is summarized as follows:

SCHEDULE OF GOODWILL CALCULATION


Cash and cash equivalents	$	6,785
Accounts receivable, net		640
Prepayments		186
Intangible asset, net		2,944
Accrued expenses		(8,301	)
Amount due to director		(251,522	)
Deferred revenue		(44,230	)
Adjustment for foreign exchange fluctuation		(2	)
Fair value of GW Reader Sdn. Bhd.	$	(293,500	)
Fair value of consideration		2
Goodwill	$	(293,498	)

Acquisition by GW Reader Holding Limited (Common Control Transaction)

On November 27, 2024, GW Reader Holding acquired 100% of the equity interests of Willing Read. As both entities were under the common control, the transaction was accounted for in accordance with ASC 805-50. Accordingly, the assets and liabilities of Willing Read, including the goodwill recognized in connection with the October 17, 2024 acquisition of GW Reader, were recorded by GW Reader Holding at their predecessor carrying amounts. No new goodwill was recognized in connection with this transaction.

4. ACCOUNTS RECEIVABLE, NET

As of October 31, 2025 and July 31, 2025, the Company accounts receivable, net consist of following

SCHEDULE OF ACCOUNTS RECEIVABLE, NET

As of

October 31, 2025

As of

July 31, 2025

Accounts receivable, net

Total accounts receivable, net

5. PREPAYMENT

As of October 31, 2025 and July 31, 2025, the Company prepayment consist of following:

SCHEDULE OF PREPAYMENT

	As of April 30, 2025		As of July 31, 2024
	As of October 31, 2025		As of July 31, 2025
Stock & Registrar fees	$	-	$	4,690
Company secretarial fee	$	184	$	-
Other professional fee		612		1,836
Total prepayment	$	184	$	-
Total prepayment	$	612	$	6,526

~~5. AMOUNT DUE TO A DIRECTOR~~F-11

As6. ofRELATED ~~April~~PARTY ~~30, 2025 and July 31, 2024 the sole director of the Company advanced $91,786 and 69,919 respectively to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.~~TRANSACTIONS

SCHEDULE OF ~~AMOUNT~~RELATED ~~DUE~~PARTY ~~TO A DIRECTOR~~TRANSACTION

	As of April 30, 2025		As of July 31, 2024
	As of October 31, 2025		As of July 31, 2025
Amount due to a director	$	91,786	$	69,919
Due to related parties:
- Related party A	$	86,348	$	76,389
- Related party B		169,196		-
- Related party C		263,116		-
Due to related parties	$	518,660	$	76,389

~~Our~~The ~~director,~~amounts ~~Ms.~~due ~~Liu~~to ~~Lu,~~related ~~has~~parties ~~not~~are ~~been~~interest-free, ~~compensated~~unsecured, ~~for~~and ~~the~~repayable ~~services~~on demand.

6.Related ~~OTHER~~party ~~ACCRUALS~~A represents Liu Lu, who is the Chief Executive Officer, President, Secretary, Treasurer, and a Director of Keemo Fashion Group Limited.

AsRelated ofparty ~~April~~B ~~30,~~represents ~~2025~~Huang ~~and July 31~~Jia, ~~2024,~~who ~~accrued~~is ~~liabilities~~a ~~consist~~director of ~~following:~~GW Reader Holding Limited.

~~SCHEDULE~~Related party OFC ~~OTHER~~represents ~~ACCRUALS~~Seah Chia Yee, who is a director of GW Reader Sdn. Bhd.

	As of April 30, 2025		As of July 31, 2024
Accrued expenses	$	3,200		7,500
Total other accruals	$	3,200	$	7,500

Acquisition of GW Reader Holding Group

~~Accrued~~The Company acquired 100% of the equity interests of GW ~~expenses~~Reader asHolding Group from Guang Wen Global Group Limited, the Company’s major shareholder, on May 26, 2025, with completion of ~~April~~the transfer 30on September 2, 2025. ~~and~~The ~~2024~~transfer ~~consist~~was ofexecuted ~~accrued~~without ~~audit~~consideration. ~~fees~~As the transaction involved the Company’s controlling shareholder, it is classified as a related-party transaction under ASC 850, Related Party Disclosures (“ASC 850”).

7. ~~SHAREHOLDERS’~~OTHER ~~EQUITY~~PAYABLES AND ACCRUED LIABILITIES

As of October 31, 2025 and July 31, 2025, other payables and accrued liabilities consist of following:

	As of October 31, 2025		As of July 31, 2025
Other payables	$	4,388		-
Accrued liabilities		4,889		8,765
Total other payables and accrued liabilities	$	9,277	$	8,765

Other payables and accrued liabilities as of October 31, 2025 and July 31, 2025 consist of accrued audit fee, other professional fees and commission payables.

8. SHAREHOLDERS’ EQUITY

On April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to 3,600,000 shares of common stock at par value of $0.001 per share for a total subscription value of $3,600.

On 26 July, 2023, the Company issued 1,900,000 shares of common stock being sold at $0.015 per share for a total of $28,500 through initial public offering.

~~F-8~~As of October 31, 2025, the Company has 55,000,000 shares of common stock issued and outstanding.

As of April 30, 2025, the Company has 55,000,000 shares of common stock issued and outstanding.

The Company has 75,000,000 shares of commons stock authorized.

89. ~~INCOME~~ASSETS ~~TAX~~AND LIABILITIES RECOGNIZED THROUGH COMMON CONTROL

~~The~~On ~~loss~~September ~~from~~2, ~~operation~~2025, ~~before~~the ~~income~~Company ~~tax~~completed the acquisition of GW Reader Holding and its wholly owned subsidiary Willing Read. As the Company and ~~for~~ the ~~nine~~Seller ~~months~~were ~~ended~~under ~~April~~common 30control prior to the transaction, ~~2025~~this ~~and~~acquisition ~~2024~~is ~~was~~accounted ~~comprised~~for ofas ~~the~~a ~~following:~~common-control transaction under ASC 805-50.

GW Reader was not acquired under common control. It was previously acquired by Willing Read on October 17, 2024, in a separate transaction accounted for under the purchase method. Accordingly, the assets and liabilities of GW Reader are not included in the common-control recognition amounts below.

In accordance with ASC 805-50, the Company recognized the assets and liabilities of GW Reader Holding and Willing Read at their carrying amounts in the financial statements of the transferring entity at the date of transfer. No goodwill, gain, or loss was recognized in connection with the common-control transaction. Any difference between the consideration transferred and the carrying amounts of the net assets received was recorded within Additional Paid-in Capital.

F-12

The following table summarizes the carrying amounts of assets and liabilities recognized through the common-control transfer (excluding GW Reader):

Assets
Investment in subsidiary	$	1,285
Cash and cash equivalents		10,154
Other current assets		44,280
Total assets acquired		55,719

Liability
Due to related parties	$	(167,408	)
Total liability assumed		(167,408	)
Net liability recognized	$	(111,689	)

10. INCOME TAX

The loss from operation before income taxes of the Company for the three months ended October 31, 2025 and 2024 were comprised of the following:

	2025			2024
	For the Nine Months Ended April 30
	For the three months ended October 31
	2025			2024
Tax jurisdictions from:
– Local	$	(22,893	)	$	(32,499	)
- Local	$	(5,701	)	$	(8,401	)
Loss from operation before income tax	$	(22,893	)	$	(32,499	)
- Foreign, representing:
Cayman Island		(1,334	)		-
Hong Kong		(104	)		-
Malaysia		(5,297	)		-
Foreign		(5,297	)		-
Loss before income taxes	$	(12,436	)	$	(8,401	)

United States of America

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America ~~tax law~~. As of ~~April~~October 3031, 2025, the operations in the United States of America incurred $225,~~893~~ 701 of ~~cumulative~~ net operating losses (NOL’s) which can be carried forward to offset future taxable income, at the tax rate of 21%. The NOL ~~carryforwards~~ carry forwards begin to expire in ~~2043~~2045, if unutilized. The Company has provided for a full valuation allowance of approximately $41,~~808~~197 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

~~The~~Cayman ~~following table sets forth the significant components of the aggregate deferred tax assets of the Company as of April 30, 2025 and July 31, 2024:~~Islands

The Company is incorporated in the Cayman Islands, a jurisdiction that does not impose corporate income taxes, capital gains taxes, or withholding taxes on income derived within or outside of the Cayman Islands. As such, the Company is not subject to income tax in the Cayman Islands.

No provision for income taxes has been made in the accompanying condensed consolidated financial statements, as the Company has no tax obligations in its country of incorporation. Additionally, the Company has not incurred any current or deferred tax liabilities in other jurisdictions as of the reporting date.

Hong Kong

Willing Read Culture Technology Co Limited operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 8.25% on assessable profits up to HK$2,000,000; and 16.5% on any part of assessable profits over HK$2,000,000.

Malaysia

GW Reader Sdn Bhd is governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. As of October 31, 2025, the operations in the Malaysia incurred $5,297 of cumulative net operating losses which can be carried forward for a maximum period of ten consecutive years to offset future taxable income.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of October 31, 2025 and July 31, 2025:

	As of			As of
	April 30, 2025			July 31, 2024
	October 31, 2025			July 31, 2025
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	41,~~808~~197		$	86,~~878~~955
Less: valuation allowance		(4,808	)		(8,878	)
Net operating loss carryforwards, domestic	$	1,197		$	6,955
– Cayman Island		-			-
– Hong Kong		9			-
– Malaysia		1,271			-
Net operating loss carryforwards, foreign		1,271			-
Less: valuation allowance		(2,477	)		(6,955	)
Deferred tax assets	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $42,~~808~~477 as of ~~April~~October 3031, 2025.

F-913

911. CONCENTRATIONS OF RISK

Customer Concentration

For the three months ended ~~April~~October 3031, 2025, ~~and~~the Company did not generate any revenue. As a result, there was no customer who accounted for more than 10% of the Company’s total revenue. The outstanding accounts receivable as of October 31, 2025 includes balances brought forward from the subsidiary acquired during the period. For the three months ended October 31, 2024, there was one customer who accounted for 100% of the Company’s ~~revenues~~total revenue.

~~For~~The ~~the~~table ~~three~~below ~~months~~sets ~~ended~~forth ~~April~~the ~~30,~~customers ~~2025~~who ~~and~~accounted ~~2024,~~for ~~the~~more ~~Company~~than ~~has~~10% noof ~~accounts~~the ~~receivable~~Company’s ~~from~~total ~~the customer~~revenue.

SCHEDULE OF CONCENTRATION OF RISK

	For the three months ended April 30
	For the three months ended October 31
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	~~5,124~~-	$	-4,946		~~100~~-	%		-100	%	$	-39	$	-
Customer B	$	-	$	4,942		-	%		100	%	$	-	$	-
Total	$	-	$	4,946		-	%		100	%	$	39	$	-
Total	$	5,124	$	4,942		100	%		100	%	$	-	$	-

For the nine months ended April 30, 2025 and 2024, for the customer who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

	For the nine months ended April 30
	2025		2024		2025			2024			2025		2024
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	5,124	$	-		34	%		-	%	$	-	$	-
Customer B		-		4,942		-	%		30			-		-
Customer C		9,957		-		66	%		-			-		-
Customer D		-		5,100		-	%		31			-		-
Customer C		-		6,516		0	%		39			-		-
Total	$	15,081	$	16,558		100	%		100	%	$	-	$	-

Supplier Concentration

For the three months ended ~~April~~October 3031, 2025, ~~and~~the Company did not incur any cost of revenues. As a result, there was no supplier who accounted for more than 10% of the Company’s total cost of revenue. The Company also did not have any accounts payable to supplier as of October 31, 2025. For the three months ended October 31, 2024, there was one supplier who accounted for 100% of the Company’s total cost of revenue.

~~For~~The ~~the~~table ~~three~~below ~~months~~sets ~~ended~~forth ~~April~~the ~~30,~~suppliers ~~2025~~who ~~and~~accounted ~~2024,~~for ~~the~~more ~~Company~~than ~~has~~10% noof ~~accounts~~the ~~payable~~Company’s ~~from~~total ~~the~~cost ~~supplier~~of revenue.

	For the three months ended April 30
	For the three months ended October 31
	2025		2024		2025			2024			2025		2024
	Cost of revenue				Percentage of Cost of revenue						Accounts payable
Vendor A	$	~~2,569~~-	$	2,~~532~~438		~~100~~-	%		100	%	$	-	$	-
Total	$	~~2,569~~-	$	2,~~532~~438		~~100~~-	%		100	%	$	-	$	-

~~For~~12. ~~the~~SEGMENT ~~nine months ended April 30, 2025 and 2024, for the supplier who accounted for 10% or more of the Company’s cost of revenue and its accounts payable balance at period-end are presented as follows:~~REPORTING

	For the nine months ended April 30
	2025		2024		2025			2024			2025		2024
	Cost of revenue				Percentage of Cost of revenue						Accounts payable
Vendor A	$	7,560	$	8,461		100	%		100	%		-		-
Total	$	7,560	$	8,461		100	%		100	%		-		-

ASC 280 establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments based on business unit, apparel and garment trading business and digital publishing business and two reportable segments based on country, China and Malaysia.

F-10

10. SEGMENT REPORTING

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, apparel and garment trading business and single reportable segment based on country, Non-United States.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

F-14

SCHEDULE OF SEGMENT REPORTING

	For the Nine Months Ended and As of April 30, 2025
By Business Unit	Apparel & Garment Trading Business			Digital Publishing Business			Total
By Business Unit	Apparel & Garment Trading Business			Total
	For the Three Months Ended and As of October 31, 2025
Revenue	$	15,081		$	15,081
By Business Unit	Apparel & Garment Trading Business			Digital Publishing Business			Total
Cost of revenue		(7,560	)		(7,560	)
Revenue	$	-		$	-		$	-
General and administrative expenses		(30,414	)		(30,414	)
Cost of revenue		-			-			-
Loss from operations		(22,893	)		(22,893	)
General and administrative expenses		(5,701	)		(6,735	)		(12,436	)
Total assets	$	23,148		$	23,148
Loss from operations		(5,701	)		(6,735	)		(12,436	)
Capital expenditure	$	-		$	-
Total assets	$	297,365		$	24,968		$	322,333
Capital expenditure	$	-		$	-		$	-

	For the Nine Months Ended and As of April 30, 2024
By Business Unit	Apparel & Garment Trading Business			Total
Revenue	$	16,558		$	16,558
	For the Three Months Ended and As of October 31, 2024
Cost of revenue		(8,461	)		(8,461	)
By Business Unit	Apparel & Garment Trading Business			Total
General and administrative expenses		(40,596	)		(40,596	)
Revenue	$	4,946		$	4,946
Loss from operations		(32,499	)		(32,499	)
Cost of revenue		(2,438	)		(2,438	)
Total assets	$	30,934		$	30,934
General and administrative expenses		(10,909	)		(10,909	)
Loss from operations		(8,401	)		(8,401	)
Total assets	$	26,370		$	26,370
Capital expenditure	$	-		$	-

F-11

By Country	China			Non-China			Total
	For the Three Months Ended and As of October 31, 2025
By Country	China			Non-China			Total
Revenue	$	-		$	-		$	-

Cost of revenue		-			-			-
General and administrative expenses		(5,701	)		(6,735	)		(12,436	)

Loss from operations		(5,701	)		(6,735	)		(12,436	)

Total assets	$	297,365		$	24,968		$	322,333
Capital expenditure	$	-		$	-		$	-

	For the Nine Months Ended and As of April 30, 2025
By Country	China			Total
By Country	Non-United States			Total
	For the Three Months Ended and As of October 31, 2024
Revenue	$	15,081			15,081
By Country	China			Total
Cost of revenue		(7,560	)		(7,560	)
Revenue	$	4,946		$	4,946
General and administrative expenses		(30,414	)		(30,414	)
Cost of revenue		(2,438	)		(2,438	)
Loss from operations		(22,893	)		(22,893	)
General and administrative expenses		(10,909	)		(10,909	)
Total assets	$	23,148			23,148
Loss from operations		(8,401	)		(8,401	)
Total assets	$	26,370		$	26,370
Capital expenditure	$	-		$	-

	For the Nine Months Ended and As of April 30, 2024
By Country	Non-United States			Total
Revenue	$	16,558		$	16,558
Cost of revenue		(8,461	)		(8,461	)
General and administrative expenses		(40,596	)		(40,596	)
Loss from operations		(32,499	)		(32,499	)
Total assets	$	30,934		$	30,934
Capital expenditure	$	-		$	-

13. SUBSEQUENT EVENTS

~~11.~~In ~~SUBSEQUENT~~accordance ~~EVENTS~~with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after October 31, 2025 up through the date the Company issued the condensed consolidated financial statements.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after April 30, 2025 up through the date the Company issued the financial statements.F-15

F-12

ITEM 2. 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/A dated ~~March~~ 14October 28, 2025, for the year ended July 31,~~2024~~ 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/A. 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~~ 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 ~~China,~~Asian ~~sourcing~~countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or ~~machine~~ 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.

-3-

Results of operations

~~Nine~~Three ~~and three~~ months ended ~~April~~October 3031, 2025 and 2024

Revenues

For ~~nine~~the three months ended ~~April~~October 3031, 2025 ~~and 2024~~, the Company ~~has~~did ~~generated~~not generate any revenue, ofas ~~$15~~there were no sales activities from its two business segments,~~081~~ apparel trading business and ~~$16,558~~digital publishing business.

For the three months ended ~~April~~October 3031, ~~2025 and~~ 2024, the Company ~~has~~ generated revenue in the amount of $54,~~124~~946. The revenue was generated as a result of the Company apparel and ~~$4,942~~garment trading business.

The revenue was generated as a result of the Company apparel & garment trading business.

General and Administrative Expenses

For the ~~nine~~three months ended ~~April~~October 3031, 2025 ~~and 2024~~, the Company had general and administrative expenses in the amount of $3012,~~414~~436. ~~and $40,596~~ These were primarily comprised of audit fees, ~~other~~commission ~~professional fees~~payables, and ~~stock~~other ~~and~~professional ~~registrar fee~~fees.

For the three months ended ~~April~~October 3031, ~~2025 and~~ 2024, the Company had general and administrative expenses in the amount of $610,~~793 and $6,882~~909. These were primarily comprised of audit fees, ~~other~~stock ~~professional~~and registrar fees, and ~~stock~~other ~~and~~professional ~~registrar fee~~fees.

Net Loss

For ~~nine~~the three months ended ~~April~~October 3031, 2025 ~~and 2024~~, the Company has incurred a net loss of $2212,~~893 and $32,499~~436.

For the three months ended ~~April~~October 3031, ~~2025 and~~ 2024, the Company has incurred a net loss of $48,~~238 and $4,472~~401.

Cash Balance

Our cash and cash equivalents are $2228,~~536~~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 ~~Provided by/(~~Used in) Operating Activities

Net cash ~~provided~~used byin operating activities was $315,~~115~~634 for the ~~nine~~three months ended ~~April~~October 3031, 2025. Cash ~~provided~~used byin operating activities was ~~attributable~~ attributable to net loss from operation, decrease in other ~~accruals,~~payables ~~decrease~~and inaccrued ~~inventory,~~liabilities ~~decrease in prepayment,~~ and ~~increase~~deferred inrevenue ~~the amount~~contra ~~due~~by todecrease ~~our~~in ~~director, Ms~~prepayment. ~~Liu Lu.~~

Net cash used in operating activities was $31,~~365~~280 for the ~~nine~~three months ended ~~April~~October 3031, 2024. Cash used in operating activities was attributable to net loss from operation, increase in inventory, ~~increase~~decrease in ~~the~~other ~~amount~~payables ~~due~~and toaccrued ~~our~~liabilities ~~director,~~contra ~~Ms.~~by ~~Liu Lu,~~ decrease in accounts receivable, decrease in prepayment and ~~decrease~~increase in ~~prepayment~~the amount due to our director, Ms. Liu Lu.

Cash Provided by Investing Activity

For the ~~nine~~three months ended ~~April~~October 3031, 2025 ~~and April 30~~, ~~2024~~ the Company ~~did~~generated ~~not~~$29,687 ~~generate~~in ~~nor used any~~ cash infrom acquisition ~~investing~~of ~~activities~~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 ~~nine~~three months ended ~~April~~October 3031, 2025 ~~and April 30~~, ~~2024~~ the Company ~~did~~generated ~~not~~$11,293 ~~generate~~in ~~nor~~cash ~~used~~from ~~any~~advances ~~cash~~received infrom ~~financing activities~~related parties.

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

-4-

Critical Accounting Policies

Recent accounting pronouncements

~~The Company~~In ~~has~~November ~~reviewed~~2023, ~~all~~the ~~recently~~FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, ~~but~~primarily ~~not~~through ~~yet~~enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, ~~considers~~2023 ~~the~~and ~~applicability~~interim periods in fiscal years beginning after December 15, 2024, and ~~impact~~early ofadoption ~~all~~is ~~accounting~~permitted. ~~standards~~The ~~updates~~Company is currently evaluating the impact ~~(“ASUs”).~~of ~~Management~~this ~~periodically~~ASU ~~reviews~~may ~~new~~have ~~accounting~~on ~~standards~~its ~~that~~condensed ~~are~~consolidated ~~issued~~financial statements and related disclosures.

In ~~November~~ December 2023, ~~Financial Accounting Standards Board (~~the “FASB”) issued ASU 2023-07 09 “~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures”, ~~which~~to ~~expands~~expand ~~annual~~the ~~and interim~~ disclosure requirements for ~~reportable segments,~~income ~~primarily~~taxes, ~~through~~specifically ~~enhanced~~related ~~disclosures~~to ~~about~~the ~~significant~~rate ~~segment~~reconciliation ~~expenses~~and income taxes paid. The ASU 2023-0709 is effective for annual reporting ~~periods~~ ~~beginning after December 15, 2023, and interim~~ periods ~~in fiscal years~~ beginning after December 15, 2024., ~~Early~~and early adoption is permitted. The Company ~~already~~is ~~adopted~~currently ~~this~~evaluating the impact of this ASU may have on its condensed consolidated financial statements and related disclosures.

In ~~December~~ ~~2023~~November 2024, the FASB issued ASU ~~2023~~2024-0903 “Income ~~Taxes~~Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses”. The guidance in ASU 2024-03 requires public business entities to ~~expand~~disclose in the ~~disclosure~~ ~~requirements~~notes ~~for~~to ~~income~~the ~~taxes~~financial statements, ~~specifically~~among ~~related~~other tothings, ~~the~~specific information ~~rate~~about ~~reconciliation~~certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income ~~taxes~~statement ~~paid.~~where ~~The~~such expenses are included. ASU ~~2023~~2024-0903 is effective for annual reporting periods beginning after December 15, ~~2024~~2026, and ~~early~~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 ~~impact~~ provisions of this ~~ASU~~guidance ~~may~~and ~~have~~assessing the potential impact on ~~its~~the Company’s financial statement ~~and related~~ disclosures.

In ~~November~~ ~~2024~~March 2025, the FASB issued ASU ~~2024~~2025-0302, ~~Income~~“Liabilities ~~Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures~~ (~~Subtopic~~Topic ~~220-40~~405): Amendments ~~Disaggregation~~to ofSEC ~~Income~~Paragraphs ~~Statement~~Pursuant ~~Expenses~~to ~~(“ASU~~SEC ~~2024-03”).~~Staff ~~Additionally,~~Accounting inBulletin ~~January~~No. ~~2025~~122”, ~~the~~which ~~FASB~~removes ~~issued ASU~~certain ~~2025-01,~~SEC ~~Income~~guidance ~~Statement~~related –to ~~Reporting~~obligations to ~~Comprehensive~~safeguard ~~Income~~crypto-assets. –The ~~Expense~~Company ~~Disaggregation~~does ~~Disclosures~~not ~~(Subtopic~~engage ~~220-40):~~in ~~Clarifying the~~activities ~~Effective~~involving ~~Date~~crypto-assets; totherefore, ~~further clarify~~ the ~~effective~~adoption ~~date~~ of ~~ASU~~this ~~2024-03.~~ ASU ~~2024-03~~is not ~~requires~~expected ~~disclosure in the notes~~ to ~~the~~have ~~financial statements~~a ofmaterial ~~specified~~impact ~~information~~on ~~about~~its ~~certain~~financial ~~costs and expenses~~statements.

~~The~~In May 2025, the FASB issued ASU 2025-04, “Compensation—Stock ~~requirements~~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 ~~ASU~~a ~~2024~~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-03based consideration payable to a customer. The amendments are effective for ~~the~~annual ~~Company~~and ~~for~~interim ~~fiscal~~periods ~~years~~ beginning after December 15, 2026, ~~and~~with ~~interim~~early ~~periods~~adoption ~~within~~permitted. We are currently ~~fiscal~~evaluating ~~years~~the ~~beginning~~impact ~~after~~of ~~December~~this ~~15,~~guidance ~~2027~~on our condensed consolidated financial statements.

~~Early~~ITEM ~~adoption~~3 isQUANTITATIVE ~~permitted~~AND ~~and~~QUALITATIVE ~~should~~DISCLOSURES beABOUT ~~applied~~MARKET ~~either prospectively to financial statements issued for reporting periods after the effective date of this ASU 2024-03 or retrospectively to any or all periods presented in the financial statements~~RISK. ~~We are currently evaluating the impact of this standard on our financial statements and related disclosures.~~

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4 CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of April 30, 2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of April 30, 2025.

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We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of October 31, 2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of October 31, 2025.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

	1.	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	2.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

	3.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of ~~April~~October 3031, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

As of ~~April~~October 3031, 2025, management assessed the effectiveness of our internal control over financial reporting based on the criteria for ~~effective~~ effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the ~~nine~~three months ended ~~April~~October 3031, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

32.1		Section 1350 Certification of principal executive officer

101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Schema Document*
101.CAL		Inline XBRL Calculation Linkbase Document*
101.DEF		Inline XBRL Definition Linkbase Document*
101.LAB		Inline XBRL Label Linkbase Document*
101.PRE		Inline XBRL Presentation Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Keemo Fashion Group Limited (Name of Registrant)

	Keemo Fashion Group Limited
	(Name of Registrant)
Date: December 12, 2025

	By:	*/s/ LIU LU*
		Liu Lu
	Title:	Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

Date: June 16, 2025
	By:	/s/ LIU LU
		Liu Lu
	Title:	Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

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