FMFC 6-K
Kandal M Venture Ltd (FMFC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number: 001-42715
KANDAL M VENTURE LIMITED
(Registrant’s Name)
Padachi Village, Prek Ho Commune, Takhmao Town,Kandal Province, Kingdom of Cambodia
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Kandal M Venture Limited Announces Unaudited Interim 2025 FinancialResults
On March 23, 2026, Kandal M Venture Limited (the “Company”) issued a press release in relation to its unaudited financial results for the six months ended September 30, 2025 set forth in Exhibit 99.1, which is being furnished herewith.
Exhibit Index
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press release |
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SIGNATURES
Pursuant to the requirements 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.
| KANDAL M VENTURE LIMITED | ||
|---|---|---|
| Date: March 23, 2026 | By: | /s/ Duncan Miao |
| Name: | Duncan Miao | |
| Title: | Chairman of the Board of Directors |
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Exhibit 99.1
Kandal M Venture Limited Announces FinancialResults for the Six Months Ended September 30, 2025
Cambodia, March 23, 2026 (GLOBE NEWSWIRE) -- Kandal M Venture Limited (Nasdaq: FMFC) (“Kandal” or the “Company”), a contract manufacturer of affordable luxury leather goods with manufacturing operations in Cambodia, today announced its financial results for its first half of fiscal year 2026 ended September 30, 2025.
RecentDevelopments
| ● | Strategic Expansion into the Philippines |
|---|
On March 9, 2026, the Company announced a strategic investment to expand its manufacturing capabilities into the Philippines-its first major expansion outside Cambodia. Kandal entered into a definitive agreement to acquire 15% equity interest in Dumaine International Ltd for US$2.5 million in an all-cash transaction. This investment supports the Company’s long-term strategy to diversify geographically, broaden its customer base, and enhance operational resilience.
| ● | Appointment of New Chief Executive Officer |
|---|
On February 3, 2026, the Company announced the appointment of Mr. Fok Yui Kwong as an Executive Director and Chief Executive Officer of the Company with effect from February 1, 2026. Mr. Fok brings more than 16 years of senior management experience as chief financial officer and executive director of a leading printed circuit board (PCB) manufacturing firm, along with 14 years of banking experience with major financial institutions in Hong Kong.
| ● | Customer Orders for 2026 Season |
|---|
On November 28, 2025, the Company announced new orders for Trans 2026 season totaling approximately US$4.0 million, bringing total orders to date to approximately US$17.2 million. Despite continued tariff-related headwinds, customer demand remains in line with expectations. Kandal continues to focus on expanding its geographic footprint and strengthening its customer portfolio.
ManagementCommentary
“I was honored to join Kandal as Executive Director and Chief Executive Officer in February. Over the past several weeks, our team has been focused on executing our strategic plan to expand our geographic presence, strengthen our customer relationships, and enhance our production and design capabilities,” said Mr. Fok Yui Kwong, Executive Director and Chief Executive Officer.
“Despite ongoing macroeconomic uncertainty and tariff pressures, we remain focused on executing on our strategic plan to expand geographically and grow our customer base. Over the last month, we have outlined our plan to expand our global presence and enhance our production, design, and development capabilities. Earlier this month, we marked our first major strategic expansion outside of our primary Cambodian operations by expanding our manufacturing capabilities into the Philippines, a key step toward diversifying our operations and positioning the Company for long-term growth. Our management team is confident that there are several more expansion opportunities across the region that can further enhance our competitiveness and create long-term value for our shareholders. I am encouraged by the progress we are making and confident in the opportunities ahead.”
First Half FiscalFinancial Results Ended September 30, 2025
Revenue
For the six months ended September 30, 2025 and 2024, the Company generated revenue through sales of handbags.
Revenue decreased by US$1,619,836 or approximately 17.0% from US$9,523,465 for the six months ended September 30, 2024 to US$7,903,629 for the six months ended September 30, 2025. This decrease was mainly due to increase in the United States’ import tariffs during the year.
Cost of sales
Cost of sales consists mainly of raw material costs, direct labor costs and factory overheads. Cost of sales decreased by approximately 11.5% from US$7,256,773 for the six months ended September 30, 2024 to US$6,424,087 for the six months ended September 30, 2025.
Gross profit and gross profit margin
Gross profit decreased by US$787,150 or approximately 34.7% from US$2,266,692 for the six months ended September 30, 2024 to US$1,479,542 for the six months ended September 30, 2025. Gross profit margin decreased by approximately 5.1 percentage points from approximately 23.8% for the six months ended September 30, 2024 to approximately 18.7% for the six months ended September 30, 2025. The decrease was primarily due to sales discounts given to customers arising from the increase in the United States’ import tariff during the year, accompanied by an increase in material and labor costs.
Selling and distribution expenses
Selling and distribution expenses consisted of export expenses, trucking costs and customs clearance fees. These expenses decreased by US$56,573 or approximately 33.2%, from US$170,168 for the six months ended September 30, 2024 to US$113,595 for the six months ended September 30, 2025. Selling and distribution expenses decreased due to relatively lower container load shipments during the six months ended September 30, 2025.
Professional services fees
Professional services fees consist mainly of fees paid to lawyers, auditors and other professionals. The professional services fees increased by US$20,065 or approximately 10.7% from US$186,764 for the six months ended September 30, 2024 to US$206,829 for the six months ended September 30, 2025. The increase was due to additional professional services engaged after the completion of our initial public offering (the “IPO”).
Netcash used in operating activities
Cash inflow from operating activities was principally from receipt of sales. Cash outflow used in operating activities was principally for payment of purchases of raw materials, staff costs and other operating expenses.
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For the six months ended September 30, 2025, the Company reported net cash used in operating activities of US$2,118,963 mainly arising from net profit from operations of US$222,659 adjusted for non-cash items and changes in operating assets and liabilities. Changes in operating assets and liabilities mainly include the increase in inventories of US$348,190, and the increase in trade and other receivables of US$163,009, and decrease in trade and other payables of US$1,830,359 which was mainly due to settlement of old trade payables.
Netcash used in investing activities
For the six months ended September 30, 2025, net cash used in investing activities was US$4,131,751, which consisted of interest received of US$83,557, offset by US$307,648 IPO expenses paid, US$3,893,852 loan to third party, and US$13,808 for purchase of plant and equipment.
Netcash generated from financing activities
For the six months ended September 30, 2025, net cash generated from financing activities of US7,811,814 mainly consisted of IPO proceeds of US$8,014,981, repayment from loans to related party of US$4,314,951, repayment from amounts due from related parties of US$713,232, offset by repayment of borrowings of US$5,185,612, and payment of lease liabilities US$45,738.
Net income
Net income decreased by US$482,766 or approximately 74.1% from US$651,621 for the six months ended September 30, 2024 to US$168,855 for the six months ended September 30, 2025, mainly due to the decrease in sales and gross profits, offset partially by the decrease in income tax expense. Basic and diluted earnings per share (EPS) for the six months ended September 30, 2025 was $0.01 compared to $0.04 for the six months ended September 30, 2024. The weighted average number of ordinary shares for the six months ended September 30, 2025 and 2024 were 17,173,770 and 16,000,000, respectively.
About Kandal M Venture Limited
Kandal M Venture Limited is a contract manufacturer of affordable luxury leather goods with manufacturing operations in Cambodia. It primarily manufactures handbags, such as shoulder bags, crossbody bags, tote bags, backpacks, top-handle handbags, satchels, and other smaller leather goods, such as wallets.
For more information, please visit the Company’s website at www.kandalmv.com.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. The Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to read the risk factors contained in the Company’s final prospectus and other reports it files with the Securities and Exchange Commission before making any investment decisions regarding the Company’s securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Company Contacts:
Company
Investor Relations Contact
Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province,
Kingdom of Cambodia
Email: [email protected]
Telephone: +855 23425205
Investor Relations Contact
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Office: +1 (646) 893-5835 x2
Email: [email protected]
Website: www.skylineccg.com
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FINANCIAL STATEMENTS
KANDAL M VENTURE LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2025
| September 30,<br> 2024 | September 30,<br> 2025 | |||
|---|---|---|---|---|
| US | US | |||
| Revenue | ||||
| Cost of sales | ) | ) | ||
| Gross profit | ||||
| Operating expenses: | ||||
| Selling and distribution expenses | ) | ) | ||
| General and administrative expenses | ) | ) | ||
| Income from operations | ||||
| Other income/(expenses): | ||||
| Interest expense | ) | ) | ||
| Other income | ||||
| Profit before income tax | ||||
| Income tax expense | ) | ) | ||
| Profit for the period | ||||
| Other comprehensive income: | ||||
| Items that may be classified subsequently to profit or loss | ||||
| Exchange differences on translating foreign operations | ||||
| Total comprehensive income attributable to equity owners of the Company | ||||
| Earnings per share attributable to owners of the Company | ||||
| Basic and diluted earnings per share | ||||
| Weighted average number of ordinary shares used in computing basic and diluted earnings |
All values are in US Dollars.
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KANDAL M VENTURE LIMITED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 2025
AND UNAUDITED INTERIM CONDENSED CONSOLIDATEDSTATEMENTS OF
FINANCIAL POSITION AS OF SEPTEMBER 30, 2025
| March 31,<br> 2025 | September 30,<br> 2025 | |||
|---|---|---|---|---|
| US | US | |||
| ASSETS | ||||
| Non-current assets | ||||
| Property, plant and equipment | ||||
| Right-of-use assets | ||||
| Deferred tax assets | ||||
| Total non-current assets | ||||
| Current assets | ||||
| Inventories | ||||
| Trade and other receivables | ||||
| Loans to third party | ||||
| Deferred initial public offering (“IPO”) costs | ||||
| Amounts due from related parties | ||||
| Loans to related parties | ||||
| Cash and cash equivalents | ||||
| Total current assets | ||||
| Total assets | ||||
| EQUITY AND LIABILITIES | ||||
| Equity attributable to owners of the Company | ||||
| Share capital | ||||
| Share premium | ||||
| Merger reserve | ||||
| Capital reserve | ) | ) | ||
| Foreign currency translation reserve | ||||
| Retained earnings | ||||
| Total equity | ||||
| Non-current liabilities | ||||
| Lease liabilities | ||||
| Total non-current liabilities | ||||
| Current liabilities | ||||
| Trade and other payables | ||||
| Lease liabilities | ||||
| Borrowings | ||||
| Income tax payable | ||||
| Total current liabilities | ||||
| Total liabilities | ||||
| Total equity and liabilities |
All values are in US Dollars.
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KANDAL M VENTURE LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDED SEPTEMBER 30, 2024 AND2025
| September 30,<br> 2024 | September 30,<br> 2025 | |||
|---|---|---|---|---|
| US | US | |||
| Cash flows from operating activities | ||||
| Profit before income tax | ||||
| Adjustments for: | ||||
| Depreciation of property, plant and equipment | ||||
| Depreciation of right-of-use assets | ||||
| Interest expense | ||||
| Interest income from loan to related party | ) | ) | ||
| Interest income from loans to third party | ) | |||
| Interest income | ) | |||
| Inventories write-down | ) | |||
| Operating cash flows before working capital changes | ||||
| Changes in working capital: | ||||
| Inventories | ) | |||
| Trade and other receivables | ) | ) | ||
| Trade and other payables | ) | |||
| Cash generated from (used in) operations | ) | |||
| Income tax paid | ) | ) | ||
| Net cash generated from (used in) operating activities | ) | |||
| Cash flows from investing activities | ||||
| Purchase of property, plant and equipment | ) | ) | ||
| Interest from loans to third party | ||||
| Interest received | ||||
| Loans to third party | ) | |||
| Deferred initial public offering (“IPO”) costs | ) | ) | ||
| Net cash used in investing activities | ) | ) | ||
| Cash flows from financing activities | ||||
| Net proceeds from issuance of IPO shares | ||||
| Repayment of loans from related parties | ||||
| Repayment of amount due from related parties | ||||
| Repayments of borrowings, net | ) | ) | ||
| Interest paid on borrowings | ) | ) | ||
| Payment of lease liabilities | ) | ) | ||
| Interest paid on lease liabilities | ) | ) | ||
| Net cash (used in) generated from financing activities | ) | |||
| Net change in cash and cash equivalents | ) | |||
| Cash and cash equivalents at beginning of period | ||||
| Cash and cash equivalents at end of period |
All values are in US Dollars.
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