Kandal M Venture Ltd 6-K, filed Mar 24, 2026
Kandal M Venture Ltd (FMFC)
About this 6-K
Kandal M Venture Ltd filed this 6-K on March 24, 2026.
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 Financial Results
References are made to the Form 6-k of Kandal M Venture Limited (the “Company”) dated March 23, 2026. The unaudited financial results for the six months ended September 30, 2025 of the Company (“Interim Results”) is furnished as Exhibit 99.1 to this Form 6-K and its management’s discussion and analysis of financial condition and results of operations is furnished as Exhibit 99.2 to this Form 6-K.
Exhibit Index
1
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 24, 2026 | By: | /s/ Duncan Miao |
| Name: | Duncan Miao | |
| Title: | Chairman of the Board of Directors | |
2
Exhibit 99.1
KANDAL M VENTURE LIMITED
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
KANDAL M VENTURE LIMITED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 2025
AND UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION AS OF SEPTEMBER 30, 2025
| Note | March 31, 2025 | September 30, 2025 | ||||||||||
| US$ | US$ | |||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 4 | 512,601 | 429,821 | |||||||||
| Right-of-use assets | 14 | 138,483 | 103,862 | |||||||||
| Deferred tax assets | 5 | 29,787 | 39,556 | |||||||||
| Total non-current assets | 680,871 | 573,239 | ||||||||||
| Current assets | ||||||||||||
| Inventories | 6 | 1,646,333 | 2,051,862 | |||||||||
| Trade and other receivables | 7 | 1,497,817 | 1,660,826 | |||||||||
| Loans to third party | 8 | — | 3,893,852 | |||||||||
Deferred initial public offering (“IPO”) costs | 9 | 795,771 | — | |||||||||
| Amounts due from related parties | 20 | 1,053,708 | 340,476 | |||||||||
| Loans to related parties | 20 | 4,291,215 | — | |||||||||
| Cash and cash equivalents | 10 | 102,697 | 1,663,797 | |||||||||
| Total current assets | 9,387,541 | 9,610,813 | ||||||||||
| Total assets | 10,068,412 | 10,184,052 | ||||||||||
| EQUITY AND LIABILITIES | ||||||||||||
| Equity attributable to owners of the Company | ||||||||||||
| Share capital* | 11 | 160 | 183 | |||||||||
| Share premium | — | 7,435,512 | ||||||||||
| Merger reserve | 12 | 13 | 13 | |||||||||
| Capital reserve | 12 | (2,500,000 | ) | (2,500,000 | ) | |||||||
| Foreign currency translation reserve | 12 | 5,130 | 5,130 | |||||||||
| Retained earnings | 2,872,801 | 3,041,656 | ||||||||||
| Total equity | 378,104 | 7,982,494 | ||||||||||
| Non-current liabilities | ||||||||||||
| Lease liabilities | 14 | 87,632 | 44,689 | |||||||||
| Total non-current liabilities | 87,632 | 44,689 | ||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 13 | 4,424,830 | 2,070,498 | |||||||||
| Lease liabilities | 14 | 80,916 | 84,207 | |||||||||
| Borrowings | 15 | 5,088,600 | — | |||||||||
| Income tax payable | 8,330 | 2,164 | ||||||||||
| Total current liabilities | 9,602,676 | 2,156,869 | ||||||||||
| Total liabilities | 9,690,308 | 2,201,558 | ||||||||||
| Total equity and liabilities | 10,068,412 | 10,184,052 | ||||||||||
| * | Giving retroactive effect to the issuance of ordinary shares which are detailed in Note 1. |
The accompanying notes are an integral part of these financial statements
F-2
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2025
| Note | September 30, 2024 | September 30, 2025 | ||||||||
| US$ | US$ | |||||||||
| Revenue | 16 | 9,523,465 | 7,903,629 | |||||||
| Cost of sales | (7,256,773 | ) | (6,424,087 | ) | ||||||
| Gross profit | 2,266,692 | 1,479,542 | ||||||||
| Operating expenses: | ||||||||||
| Selling and distribution expenses | (170,168 | ) | (113,595 | ) | ||||||
| General and administrative expenses | (1,152,218 | ) | (1,176,254 | ) | ||||||
| Income from operations | 944,306 | 189,693 | ||||||||
| Other income/(expenses): | ||||||||||
| Interest expense | 17 | (330,779 | ) | (98,231 | ) | |||||
| Other income | 18 | 240,463 | 131,197 | |||||||
| Profit before income tax | 853,990 | 222,659 | ||||||||
| Income tax expense | 19 | (202,369 | ) | (53,804 | ) | |||||
| Profit for the period | 651,621 | 168,855 | ||||||||
| Other comprehensive income: | ||||||||||
| Items that may be classified subsequently to profit or loss | ||||||||||
| Exchange differences on translating foreign operations | 507 | — | ||||||||
| Total comprehensive income attributable to equity owners of the Company | 652,128 | 168,855 | ||||||||
| Earnings per share attributable to owners of the Company | ||||||||||
| Basic and diluted earnings per share | 0.04 | 0.01 | ||||||||
| Weighted average number of ordinary shares used in computing basic and diluted earnings* | 16,000,000 | 17,173,770 | ||||||||
| * | Giving retroactive effect to the issuance of ordinary shares which are detailed in Note 1. |
The accompanying notes are an integral part of these financial statements
F-3
KANDAL M VENTURE LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY FOR SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2025
| Share capital | Share premium | Merger reserve | Capital reserve | Foreign currency translation reserve | Retained earnings | Total equity attributable to owners of the Company | ||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||
| Balance at April 1, 2024* | 160 | — | 13 | (2,500,000 | ) | 5,130 | 2,663,128 | 168,431 | ||||||||||||||||||||
| Profit for the period | — | — | — | — | — | 651,621 | 651,621 | |||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | — | — | — | — | 507 | — | 507 | |||||||||||||||||||||
| Balance at September 30, 2024 | 160 | — | 13 | (2,500,000 | ) | 5,637 | 3,314,749 | 820,559 | ||||||||||||||||||||
| Balance at April 1, 2025 | 160 | — | 13 | (2,500,000 | ) | 5,130 | 2,872,801 | 378,104 | ||||||||||||||||||||
| Proceeds from issuance of IPO shares, net of expenses | 23 | 7,435,512 | — | — | — | — | 7,435,535 | |||||||||||||||||||||
| Profit for the period | — | — | — | — | — | 168,855 | 168,855 | |||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | — | — | — | — | — | — | — | |||||||||||||||||||||
| Balance at September 30, 2025 | 183 | 7,435,512 | 13 | (2,500,000 | ) | 5,130 | 3,041,656 | 7,982,494 | ||||||||||||||||||||
| * | Giving retroactive effect to the issuance of ordinary shares which are detailed in Note 1. |
The accompanying notes are an integral part of these financial statements.
F-4
KANDAL M VENTURE LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2025
| Note | September 30, 2024 | September 30, 2025 | ||||||||
| US$ | US$ | |||||||||
| Cash flows from operating activities | ||||||||||
| Profit before income tax | 853,990 | 222,659 | ||||||||
| Adjustments for: | ||||||||||
| Depreciation of property, plant and equipment | 4 | 97,132 | 96,588 | |||||||
| Depreciation of right-of-use assets | 14 | 34,620 | 34,621 | |||||||
| Interest expense | 17 | 338,079 | 103,098 | |||||||
| Interest income from loans to related party | 18 | (229,451 | ) | (23,736 | ) | |||||
| Interest income from loans to third party | 18 | — | (64,984 | ) | ||||||
| Interest income | 18 | — | (18,573 | ) | ||||||
| Inventories write-down | 6 | — | (57,339 | ) | ||||||
| Operating cash flows before working capital changes | 1,094,370 | 292,334 | ||||||||
| Changes in working capital: | ||||||||||
| Inventories | 409,465 | (348,190 | ) | |||||||
| Trade and other receivables | (792,035 | ) | (163,009 | ) | ||||||
| Trade and other payables | 1,295,583 | (1,830,359 | ) | |||||||
| Cash generated from (used in) operations | 2,007,383 | (2,049,224 | ) | |||||||
| Income tax paid | (75,676 | ) | (69,739 | ) | ||||||
| Net cash generated from (used in) operating activities | 1,931,707 | (2,118,963 | ) | |||||||
| Cash flows from investing activities | ||||||||||
| Purchase of property, plant and equipment | 4 | (15,746 | ) | (13,808 | ) | |||||
| Interest from loans to third party | — | 64,984 | ||||||||
| Interest received | — | 18,573 | ||||||||
| Loans to third party | — | (3,893,852 | ) | |||||||
| Deferred IPO costs | (20,438 | ) | (307,648 | ) | ||||||
| Net cash used in investing activities | (36,184 | ) | (4,131,751 | ) | ||||||
| Cash flows from financing activities | ||||||||||
| Net proceeds from issuance of IPO shares | — | 8,014,981 | ||||||||
| Repayment of loans from related parties | 75,909 | 4,314,951 | ||||||||
| Repayment of amount due from related parties | 15,106 | 713,232 | ||||||||
| Repayments of borrowings, net | (1,813,557 | ) | (5,088,600 | ) | ||||||
| Interest paid on borrowings | (328,954 | ) | (97,012 | ) | ||||||
| Payment of lease liabilities | (36,613 | ) | (39,652 | ) | ||||||
| Interest paid on lease liabilities | (9,125 | ) | (6,086 | ) | ||||||
| Net cash (used in) generated from financing activities | (2,097,234 | ) | 7,811,814 | |||||||
| Net change in cash and cash equivalents | (201,711 | ) | 1,561,100 | |||||||
| Cash and cash equivalents at beginning of period | 235,348 | 102,697 | ||||||||
| Cash and cash equivalents at end of period | 10 | 33,637 | 1,663,797 | |||||||
F-5
KANDAL M VENTURE LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.)
A reconciliation of liabilities arising from financing activities as follows:
| Non-cash changes | ||||||||||||||||||||
| At March 31 | Cash flows | Interest recharge to | Interest expense | At September 30 | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| 2025 | ||||||||||||||||||||
| Lease liabilities | 168,548 | (45,738 | ) | — | 6,086 | 128,896 | ||||||||||||||
| Borrowings | 5,088,600 | (5,185,612 | ) | — | 97,012 | — | ||||||||||||||
| Loans to related parties | (4,291,215 | ) | 4,314,951 | (23,736 | ) | — | — | |||||||||||||
| Amount due from related parties | (1,053,708 | ) | 713,232 | — | — | (340,476 | ) | |||||||||||||
| (87,775 | ) | (203,167 | ) | (23,736 | ) | 103,098 | (211,580 | ) | ||||||||||||
| 2024 | ||||||||||||||||||||
| Lease liabilities | 243,264 | (45,738 | ) | — | 9,125 | 206,651 | ||||||||||||||
| Borrowings | 7,184,114 | (2,142,511 | ) | — | 328,954 | 5,370,557 | ||||||||||||||
| Loans to related parties | (4,001,174 | ) | 75,909 | (229,451 | ) | — | (4,154,716 | ) | ||||||||||||
| Amount due to/(from) related parties | (2,053,318 | 15,106 | — | — | (2,038,212 | ) | ||||||||||||||
| 1,372,886 | (2,097,234 | ) | (229,451 | ) | 338,079 | (615,720 | ) | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Overview |
Kandal M Venture Limited is incorporated in Cayman Islands on 16 January 2024 and its registered office at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. The Company’s operations is mainly conducted in Cambodia through its manufacturing subsidiary, FMF Manufacturing Co., Ltd., at Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province, Kingdom of Cambodia.
These unaudited interim condensed consolidated financial statements comprise the Company and its subsidiaries (the “Company”).
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed below.
The details of its subsidiaries are as follows:
| Name of subsidiary (Country of incorporation and principal place of business) |
Principal activities | Percentage of effective ownership held by the Company |
||||||
| March 31, 2025 |
September
30, 2025 |
|||||||
| Padachi M Venture Limited (BVI) (“PMV”) | Investment holding | 100 | % | 100 | % | |||
| Prospect Focus Limited (Hong Kong) (“PFL”) | Trading of handbags, small leather goods and accessories | 100 | % | 100 | % | |||
| FMF Manufacturing Co., Ltd. (Cambodia) (“FMF”) | Manufacturing of handbags, small leather goods and accessories | 100 | % | 100 | % | |||
On May 29, 2024, the Company completed its company reorganization (the “Reorganization”) of entities under the common control of its existing shareholders, Mr. David Miao and Mr. Duncan Miao (together the “ultimate beneficial shareholders”). DMD Ventures Limited, a company incorporated in BVI, is wholly-owned by ultimate beneficial shareholders. The existing shareholder of PFL, Dumaine International Limited (“Dumaine”), a company incorporated in BVI, was wholly-owned by ultimate beneficial shareholders then. Dumaine entered into a share swap arrangement with PMV, a wholly-owned subsidiary of the Company, in which, Dumaine transferred its entire 100 ordinary shares in PF to PMV, in exchange for 10 Class B ordinary shares in the Company, which were issued to DMD Venture Limited as nominated by Dumaine. Subsequent to the share swap arrangement, PMV became the shareholder of PFL, which in turn also owned all the equity interest of FMF, that is wholly-owned by PFL. The economic interests for ultimate beneficial shareholders remain the same before and after the Reorganization.
As the Company were under the same control of the ultimate beneficial shareholders and their entire equity interests were also ultimately held by the ultimate beneficial shareholders immediately prior to the Reorganization, the consolidated financial statements are prepared on the basis as if the Reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company.
On March 21, 2024, KMV undertook a share subdivision exercise whereby the share capital of the Company of US$50,000, is subdivided into 5,000,000,000 ordinary shares of nominal par value of US$0.00001 each (the “Subdivision”), and immediately following the Subdivision, KMV re-designated and re-classified its authorized share capital of KMV by designating 4,975,000,000 Class A ordinary shares of nominal or par value of US$0.00001 and 25,000,000 Class B ordinary shares of nominal or par value of US$0.00001 (the “Re-classification”). Simultaneously upon the Subdivision and the Re-classification exercise, each of the 10 ordinary shares of par value of US$0.00001 each in issue was re-designated as Class B ordinary shares (the “Re-designation”). The Company then issued 13,000,000 Class A ordinary shares and 2,999,980 Class B ordinary shares to DMD Ventures Limited.
As a result, after the Subdivision, Re-classification, Re-designation and Reorganization, the Company has 13,000,000 Class A ordinary shares and 3,000,000 Class B ordinary shares issued and outstanding. The ordinary shares of the Company are presented on a retroactive basis to reflect the Reorganization completed on May 29, 2024.
On June 25, 2025, the Company completed its IPO. In this offering, the Company issued 2,000,000 Class A ordinary shares at a price of US$4.00 per share. The Company received gross proceeds in the amount of US$8,000,000 before deducting any underwriting discounts or expenses. The Class A ordinary shares began trading on June 25, 2025 on the Nasdaq Capital Market under the ticker symbol “FMFC”.
On July 16, 2025, the underwriters exercised their over-allotment option to purchase an additional 300,000 Class A ordinary shares of the Company, at a price of US$4.00 per share. The Company received gross proceeds in the amount of US$1,200,000 before deducting any underwriting discounts or expenses.
There have been no significant changes in the nature of these activities during the financial periods ended September 30, 2025 and September 30, 2024.
F-7
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information |
| 2.1 | Basis of preparation |
The unaudited interim condensed consolidated financial statements of the Company do not include all the information and footnotes required by the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board for a complete set of financial statements. Certain information and footnote disclosures, which are normally included in audited consolidated financial statements prepared in accordance with IFRS, have been condensed or omitted pursuant to Article 10 of Regulations S-X. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, in normal recurring nature, as necessary to present a fair statement of the Company’s statement of financial position as at September 30, 2025, and the statement of profit or loss and comprehensive income, changes in equity and cash flows for the six months ended September 30, 2025 and 2024.
The unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of and for the year ended March 31, 2025 and 2024, and related notes included in the audited consolidated financial statements.
The preparation of unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the company’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the unaudited interim condensed consolidated financial statements are disclosed in Note 3.
In the current year, the Company has adopted all the new and revised IFRS and Interpretations of IFRS that are relevant to its operations and effective for annual periods beginning on or after 1 April 2025. Changes to the Company’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS and Interpretations of IFRS. The adoption of these new or amended IFRS and Interpretations of IFRS did not result in substantial changes to the Company’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
IFRS and Interpretations of IFRS issued but not year effective
At the date of authorization of these financial statements, certain IFRS and Interpretations of IFRS were issued but not yet effective. Consequential amendments were also made to various standards as a result of these new/revised standards.
The Company does not intend to early adopt any of the above new/revised standards, interpretations and amendments to the existing standards. Management anticipates that the adoption of the aforementioned revised/new standards will not have a material impact on the unaudited interim condensed consolidated financial statements of the Company in the period of their initial adoption.
| 2.2 | Revenue |
Revenue from sales of goods in the ordinary course of business is recognized when the Company satisfies a performance obligation by transferring control of a promised good to the customer. The amount of revenue recognized is the amount of the transaction price allocated to the satisfied performance obligation.
The transaction price is allocated to each performance obligation in the contract on the basis of the relative stand-alone selling prices of the promised goods. The individual standalone selling price of a good that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to goods with observable stand-alone selling price. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those performance obligations.
Transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised goods. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Company does not receive a separate identifiable benefit from the customer. When consideration is variable, if applicable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.
Specifically, the Company uses a five-step approach to recognize revenue:
| ● | Step 1: Identify the contract(s) with a client |
| ● | Step 2: Identify the performance obligations in the contract |
F-8
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (cont.) |
| ● | Step 3: Determine the transaction price |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract |
| ● | Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation |
The Company recognizes revenue when a performance obligation is satisfied, i.e., when “control” of the goods underlying the particular performance obligations is transferred to customers.
Sales of goods
For the sale of handbags, small leather goods and accessories, the Company typically receives purchase orders from customers which will set forth the terms and conditions including the transaction price, types of products, terms of delivery, and payment terms. These terms serve as the basis of the performance obligations that the Company must fulfil in order to recognize revenue.
The key performance obligation is when delivery of finished goods i.e., handbags, small leather goods and accessories has occurred, when the products have been shipped to the specified location/warehouse, or the risks have been transferred to the customers in accordance with Incoterms stipulated in the contracts. The completion of the performance obligation is evidenced by customer acceptance/acknowledgement indicating receipt of the products, or the Company has objective evidence that all criteria for acceptance have been satisfied. No right of goods return is given to customers. No significant element of financing is deemed present as typical payment terms range from 30 to 90 days from the date of invoice.
| 2.3 | Basis of consolidation |
Consolidation
Subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date on that control ceases.
In preparing the unaudited interim condensed consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with the policies adopted by the Company.
Non-controlling interests comprise the portion of a subsidiary’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the unaudited interim condensed consolidated statements of profit or loss and other comprehensive income, unaudited interim condensed statements of changes in equity, and unaudited interim condensed statements of financial position. unaudited interim condensed total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.
Common control
Acquisition of entities under an internal reorganization scheme does not result in any change in economic substance. Accordingly, the unaudited interim condensed consolidated financial statements of the Company are a continuation of the acquired entities and is accounted for as follows:
| ● | The results of entities are presented as if the internal reorganization occurred from the beginning of the earliest period presented in the unaudited interim condensed financial statements; |
F-9
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (cont.) |
| ● | The Company will consolidate the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments are made to reflect fair values, or recognize any new assets or liabilities, at the date of the internal reorganization that would otherwise be done under the acquisition method; and |
| ● | No new goodwill is recognized as a result of the internal reorganization. The only goodwill that is recognized is the existing goodwill relating to the combining entities. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity as merger reserve. |
Transactions with non-controlling interests
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company.
Acquisition
The acquisition method of accounting is used to account for acquisition entered by the Company.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Company. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The excess of (a) the consideration transferred over the (b) fair value of the identifiable net assets acquired is recorded as goodwill, if any.
Disposals
When a change in the Company’s ownership interest in a subsidiary result in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognized. Amounts previously recognized in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognized in profit or loss.
| 2.4 | Property, plant and equipment |
All items of property, plant and equipment are initially recorded at cost. Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment includes its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the property, plant and equipment.
F-10
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (cont.) |
The projected cost of dismantlement, removal or restoration is also recognized as part of the cost of property, plant and equipment if the obligation for the dismantlement, removal or restoration is incurred as a consequence of either acquiring the asset or using the asset for purpose other than to produce inventories.
Depreciation is calculated using the straight-line method to allocate depreciable amounts over their estimated useful lives. The estimated useful lives are as follows:
| Leasehold improvement | 10 years | |
| Plant and machinery | 10 years | |
| Furniture and fixtures | 5 years | |
| Computer and software | 5 years | |
| Tools and equipment | 5 years | |
| Setup costs | 5 years |
Fully depreciated property, plant and equipment are retained in the financial statements until they are no longer in use.
The residual values, useful lives and depreciation method are reviewed at the end of each reporting period, and adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit or loss in the year the asset is derecognized.
| 2.5 | Borrowing costs |
All borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss in the period in which they are incurred.
| 2.6 | Impairment of non-financial assets |
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, (or, where applicable, when an annual impairment testing for an asset is required), the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
F-11
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (cont.) |
Impairment losses are recognized in profit or loss.
A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized previously.
Such reversal is recognized in profit or loss.
| 2.7 | Financial instruments |
Financial assets
Initial recognition and measurement
Financial assets are recognized when, and only when the entity becomes party to the contractual provisions of the instruments.
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (“FVPL”), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third party, if the trade receivables do not contain a significant financing component at initial recognition.
Subsequent measurement
Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the contractual cash flow characteristics of the asset. The three measurement categories for classification of debt instruments are amortized cost, fair value through other comprehensive income (“FVOCI”) and FVPL. The Company only has debt instruments at amortized cost.
Financial assets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Financial assets are measured at amortized cost using the effective interest method, less impairment. Gains and losses are recognized in profit or loss when the assets are derecognized or impaired, and through the amortization process.
Impairment
The Company recognizes an allowance for expected credit losses (“ECL”) for all debt instruments not held at FVPL. ECL are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECL are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECL are provided for credit losses that result from default events that are possible within the next 12-months (a “12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a “lifetime ECL”).
F-12
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (cont.) |
For trade and other receivables, the Company applies a simplified approach in calculating ECL. Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECL at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.
The Company considers a financial asset in default when contractual payments are 30 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Derecognition
A financial asset is derecognized where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognized in other comprehensive income for debt instruments is recognized in profit or loss.
Financial liabilities
Initial recognition and measurement
Financial liabilities are recognized when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognized initially at fair value plus in the case of financial liabilities not at FVPL, net of directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at FVPL are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in profit or loss when the liabilities are derecognized, and through the amortization process.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. On derecognition, the difference between the carrying amounts and the consideration paid is recognized in profit or loss.
| 2.8 | Cash and cash equivalents |
Cash and bank balances in the consolidated statements of financial position comprise cash on hand and bank balances which are readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
| 2.9 | Inventories |
Inventories are carried at the lower of cost and net realizable value. Cost is determined using the weighted average method. The cost of finished goods and work-in-progress comprises direct materials, direct labor, other direct costs and related production overheads (based on normal operating capacity) that have been incurred in bringing the inventories to their present location and condition.
F-13
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (cont.) |
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and applicable variable selling expenses.
| 2.10 | Provisions |
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Provisions for asset dismantlement, removal or restoration are recognized when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amounts have been reliably estimated.
The Company recognizes the estimated costs of dismantlement, removal or restoration of items of property, plant and equipment arising from the acquisition or use of assets. This provision is estimated based on the best estimate of the expenditure required to settle the obligation, taking into consideration time value of money.
| 2.11 | Leases |
When the Company is the lessee
At the inception of the contract, the Company assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.
Right-of-use assets
The Company recognizes a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentives received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.
These right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
Lease liabilities
The initial measurement of a lease liability is measured at the present value of the lease payments discounted using the interest rate implicit in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Company shall use its incremental borrowing rate.
Lease payments include the following:
| ● | Fixed payments (including in-substance fixed payments), less any lease incentives receivable; |
| ● | Variable lease payments that are based on an index or rate, initially measured using the index or rate as at the commencement date; |
F-14
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (cont.) |
| ● | Amounts expected to be payable under residual value guarantees; |
| ● | The exercise price of a purchase option if the Company is reasonably certain to exercise the option; and |
| ● | Payment of penalties for terminating the lease, if the lease term reflects the Company exercising that option. |
For a contract that contain both lease and non-lease components, the Company allocates the consideration to each lease component on the basis of the relative stand-alone prices of the lease and non-lease components. The Company has elected to not separate lease and non-lease components for property leases and account these as one single lease component.
Lease liabilities are measured at amortized cost using the effective interest method. Lease liabilities shall be remeasured when:
| ● | There is a change in future lease payments arising from changes in an index or rate; |
| ● | There is a change in the Company’s assessment of whether it will exercise an extension option; or |
| ● | There is a modification in the scope or the consideration of the lease that was not part of the original term. |
Lease liabilities are remeasured with a corresponding adjustment to the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Short-term and low-value leases
The Company has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low-value leases, except for sublease arrangements. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.
Variable lease payments
Variable lease payments that are not based on an index or a rate are not included as part of the measurement and initial recognition of the lease liability. The Company shall recognize those lease payments in profit or loss in the periods that triggered those lease payments.
| 2.12 | Employee benefits |
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Company pays fixed contributions into separate entities such as the National Social Security Fund on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
F-15
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (cont.) |
| 2.13 | Income taxes |
Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.
Deferred income tax is recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognized on temporary differences arising on investments in subsidiaries, except where the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.
Deferred income tax is measured:
| (i) | at the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and |
| (ii) | based on the tax consequence that will follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amounts of its assets and liabilities. |
Current and deferred income taxes are recognized as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
The Company accounts for investment tax credits (for example, productivity and innovation credit) similar to accounting for other tax credits where a deferred tax asset is recognized for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized.
Value-added tax (“VAT”)
Revenue, expenses and assets are recognized net of the amount of value-added tax except:
| (i) | when the value-added taxation that is incurred on purchase of assets or services is not recoverable from the taxation authorities, in which case the value-added tax is recognized as part of cost of acquisition of the asset or as part of the expense item as applicable; and |
| (ii) | receivables and payables that are stated with the amount of value-added tax included. |
The net amount of value-added tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
| 2.14 | Foreign currency translations and balances |
Functional and presentation currency
Items included in the unaudited interim condensed financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional currency of the Company is United States Dollar and the financial statements are presented in United States Dollar (“US$”).
F-16
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (cont.) |
Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities.
Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
Translation of Company entities’ financial statements
The results and financial position of all the Company entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| (i) | assets and liabilities are translated at the closing exchange rates at the reporting date; |
| (ii) | income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and |
| (iii) | all resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation. |
| 2.15 | Segment reporting |
Operating segment is reported in a manner consistent with the internal reporting provided to the executive committee whose members are responsible for allocating resources and assessing performance of the operating segment.
| 2.16 | Share capital |
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
| 2.17 | Earnings per share |
The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to owners of the Company by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held, if any. Diluted earnings per share is determined by adjusting the profit or loss attributable to owner of the Company and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the effects of all dilutive potential ordinary shares.
| 2.18 | Related party |
A related party is defined as follows:
| (a) | A person or a close member of that person’s family is related to the Company if that person: |
| (i) | Has control or joint control over the Company; |
| (ii) | Has significant influence over the Company; or |
| (iii) | Is a member of the key management personnel of the Company or of a parent of the Company. |
F-17
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (cont.) |
| (b) | An entity is related to the Company if any of the following conditions applies: |
| (i) | The entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). |
| (ii) | One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). |
| (iii) | Both entities are joint ventures of the same third party. |
| (iv) | One entity is a joint venture of a third entity and the other entity is an associate of the third entity. |
| (v) | The entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company. If the Company is itself such a plan, the sponsoring employers are also related to the Company. |
| (vi) | The entity is controlled or jointly controlled by a person identified in (a). |
| (vii) | A person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). |
| 3. | Significant accounting judgments and estimates |
The preparation of unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and revenues and expenses during the reporting periods.
Management is of opinion that there is no significant judgement made that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial years.
Key source of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period are discussed below. The Company based its assumptions and estimates on parameters available when the unaudited interim condensed financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Allowance for expected credit losses of trade receivables — third parties
The Company uses a provision matrix to measure expected credit losses for trade receivables. The expected credit losses rates are based on the Company’s historical loss experience of the customers, geographical locations, product types and internal ratings, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect the ability of the debtors to settle the trade receivables. In considering the impact of the economic environment on the expected credit losses rates, the Company assesses, for example, the country default risk. The Company adjusts the allowance matrix at each reporting date. Such estimation of the expected credit losses rates may not be representative of the actual default in the future.
Allowance for write-down of inventories
Inventory is valued at the lower of cost and net realizable value. Management reviews the Company’s inventory levels in order to identify slow-moving and obsolete inventory and identifies items of inventory which have a market price, being the selling price quoted from the market of similar items that is lower than its carrying amount. Management then estimates the amount of inventory loss as an allowance on inventory. Changes in demand levels, technological developments and pricing competition could affect the ability to sell and values of the inventory which could then consequentially impact the Company’s results.
Depreciation of property, plant and equipment
The Company depreciates property, plant and equipment over their estimated useful lives after taking into account of their estimated residual values. The estimated useful life reflects management’s estimate of the period that the Company intends to derive future economic benefits from the use of the Company’s property, plant and equipment. The residual value reflects management’s estimated amount that the Company would currently obtain from the disposal of the asset, after deducting the estimated costs of disposal, as if the asset was already of the age and in the condition expected at the end of its useful life. Changes in the expected level of usage and technological developments could affect the economics, useful lives and the residual values of these assets which could then consequentially impact future depreciation charges
F-18
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Property, plant and equipment |
| Leasehold improvement |
Plant and machinery |
Furniture and fixtures |
Computer and software |
Tools and equipment |
Setup costs |
Total | ||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||
| Balance at April 1, 2024 | 580,776 | 1,263,974 | 163,968 | 69,738 | 197,955 | 681,217 | 2,957,628 | |||||||||||||||||||||
| Additions | — | 7,499 | — | 9,057 | 154 | — | 16,710 | |||||||||||||||||||||
| Balance at March 31, 2025 | 580,776 | 1,271,473 | 163,968 | 78,795 | 198,109 | 681,217 | 2,974,338 | |||||||||||||||||||||
| Additions | — | 12,236 | — | 1,572 | — | — | 13,808 | |||||||||||||||||||||
| Balance at September 30, 2025 | 580,776 | 1,283,709 | 163,968 | 80,367 | 198,109 | 681,217 | 2,988,146 | |||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| Balance at April 1, 2024 | 365,582 | 815,535 | 162,085 | 60,939 | 182,753 | 681,217 | 2,268,111 | |||||||||||||||||||||
| Depreciation | 58,078 | 126,952 | 1,430 | 3,607 | 3,559 | — | 193,626 | |||||||||||||||||||||
| Balance at March 31, 2025 | 423,660 | 942,487 | 163,515 | 64,546 | 186,312 | 681,217 | 2,461,737 | |||||||||||||||||||||
| Depreciation | 29,039 | 63,843 | 160 | 1,975 | 1,571 | — | 96,588 | |||||||||||||||||||||
| Balance at September 30, 2025 | 452,699 | 1,006,330 | 163,675 | 66,521 | 187,883 | 681,217 | 2,558,325 | |||||||||||||||||||||
| Carrying amount | ||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 157,116 | 328,986 | 453 | 14,249 | 11,797 | — | 512,601 | |||||||||||||||||||||
| Balance at September 30, 2025 | 128,077 | 277,379 | 293 | 13,846 | 10,226 | — | 429,821 | |||||||||||||||||||||
| 5. | Deferred tax liabilities/(assets) |
Movement in deferred tax liabilities/(assets) are as follows:
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of financial year/period | (13,629 | ) | (29,787 | ) | ||||
| Charged to profit or loss (Note 19) | (16,158 | ) | (9,769 | ) | ||||
| At end of financial year/period | (29,787 | ) | (39,556 | ) | ||||
Deferred tax liabilities/(assets) arise from the difference between accounting depreciation and tax depreciation for tax-deductible assets.
F-19
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 6. | Inventories |
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| Raw materials | 873,974 | 1,063,190 | ||||||
| Work-in-progress | 259,343 | 408,021 | ||||||
| Finished goods | 501,756 | 716,545 | ||||||
| Goods-in-transit | 278,299 | 73,806 | ||||||
| Less: Allowance for inventories write-down | (267,039 | ) | (209,700 | ) | ||||
| 1,646,333 | 2,051,862 | |||||||
The cost of materials recognized as an expense and included in “cost of sales” amounted to US$3,184,982 (September 30, 2024: US$3,407,176).
Movement in allowance for inventories write-down has been included in “cost of sales” are as follows:
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of financial year/period | 258,160 | 267,039 | ||||||
| Charged to profit or loss | 8,879 | (57,339 | ) | |||||
| At end of financial year/period | 267,039 | 209,700 | ||||||
| 7. | Trade and other receivables |
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| Trade receivables – third parties | 1,199,983 | 1,329,030 | ||||||
| Less: Allowance for expected credit losses of trade receivables – third parties | (10,079 | ) | (10,079 | ) | ||||
| 1,189,904 | 1,318,951 | |||||||
| Other receivables | ||||||||
| – third parties | 2,271 | 6,160 | ||||||
| Deposits | 68,760 | 68,840 | ||||||
| Prepayments | 43,545 | 40,665 | ||||||
| VAT refundable | 316,530 | 349,403 | ||||||
| Less: Allowance for expected credit losses for non-trade receivables | (123,193 | ) | (123,193 | ) | ||||
| 1,497,817 | 1,660,826 | |||||||
Trade receivables are unsecured, non-interest bearing and are generally on 14 to 90 days’ (2025: 30 to 90 days’) credit terms.
The movement in allowance for expected credit losses of trade receivables — third parties computed based on lifetime ECL was as follows:
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning and end of financial year/period | 10,079 | 10,079 | ||||||
F-20
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 7. | Trade and other receivables (cont.) |
The movement in allowance for expected credit losses of non-trade receivables was as follows:
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of financial year | 52,005 | 123,193 | ||||||
| Charged to profit or loss | 71,188 | — | ||||||
| At beginning and end of financial year/period | 123,193 | 123,193 | ||||||
| 8. | Loans to third party |
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| Loans to third party | — | 3,893,852 | ||||||
Loans to third party are unsecured, mature by March 31, 2026, and have an effective interest rate of 8% per annum.
| 9. | Deferred IPO costs |
IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering. These costs include professional fees that are directly attributable to the preparation of the Company’s proposed SEC filing such as legal fees, counsel fees, consulting fees, and related costs.
As of March 31, 2025, the accumulated deferred IPO cost was US$795,771.
As of September 30, 2025, the accumulated deferred IPO cost have been fully capitalized against share premium.
| 10. | Cash and cash equivalents |
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| Cash at banks | 1,185 | 176,844 | ||||||
| Cash on hand | 101,512 | 101,953 | ||||||
| Deposits with financial institutions | — | 1,385,000 | ||||||
| 102,697 | 1,663,797 | |||||||
Fixed deposits will mature within 1 months from the placement date and effective interest rate range from between 2.3% to 3.0% per annum.
| 11. | Share capital |
| March 31, 2025 | September 30, 2025 | March 31, 2025 | September 30, 2025 | |||||||||||||
| Number of ordinary shares | US$ | US$ | ||||||||||||||
| Issued and fully paid: | ||||||||||||||||
| Class A ordinary shares | 13,000,000 | 15,300,000 | 130 | 153 | ||||||||||||
| Class B ordinary shares | 3,000,000 | 3,000,000 | 30 | 30 | ||||||||||||
| 16,000,000 | 18,300,000 | 160 | 183 | |||||||||||||
F-21
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 11. | Share capital (cont.) |
On March 21, 2024, KMV undertook a share subdivision exercise whereby the share capital of the Company of US$50,000, is subdivided into 5,000,000,000 ordinary shares of nominal par value of US$0.00001 each (the “Subdivision”), and immediately following the Subdivision, KMV re-designated and re-classified its authorized share capital of KMV by designating 4,975,000,000 Class A ordinary shares of nominal or par value of US$0.00001 and 25,000,000 Class B ordinary shares of nominal or par value of US$0.00001 (the “Re-classification”).
Holders of Class A ordinary share and Class B ordinary share vote together as one class on all matters submitted to a vote by the shareholders at any general meeting of the Company and have the same rights except each Class A ordinary share is entitled to one (1) vote and each Class B ordinary share is entitled to twenty (20) votes.
On May 29, 2024, the Company completed its reorganization (Note 1), resulting in 13,000,000 Class A ordinary shares and 3,000,000 Class B ordinary shares issued and outstanding, respectively. These 13,000,000 Class A ordinary shares and 3,000,000 Class B ordinary shares are presented on a retroactive basis to reflect the Reorganization.
On June 25, 2025, the Company completed its IPO. In this offering, the Company issued 2,000,000 Class A ordinary shares at a price of US$4.00 per share. The Company received gross proceeds in the amount of US$8,000,000 before deducting any underwriting discounts or expenses. The Class A ordinary shares began trading on June 25, 2025 on the Nasdaq Capital Market under the ticker symbol “FMFC”.
On July 16, 2025, the underwriters exercised their over-allotment option to purchase an additional 300,000 Class A ordinary shares of the Company, at a price of US$4.00 per share. The Company received gross proceeds in the amount of US$1,200,000 before deducting any underwriting discounts or expenses.
The gross proceeds of the Company’s IPO, including the proceeds from the sale of the over-allotment shares, totaled US$9,200,000, before deducting underwriting discounts and other related expenses.
| 12. | Reserve |
Merger reserve
Merger reserve represents the difference the between value of the ordinary shares issued in exchange for the ordinary shares of the subsidiary acquired under business combination under common control.
Capital reserve
Capital reserve represents non-distributable reserve which arose from waiver of inter-company balances in prior years.
Foreign currency translation reserve
Foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Company’s presentation currency.
| 13. | Trade and other payables |
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| Trade payables – third parties | 2,568,272 | 1,067,036 | ||||||
| Advance payment from customers | 172,821 | 231,172 | ||||||
| Accrued expenses | 1,292,291 | 769,884 | ||||||
| Other payables | 391,446 | 2,406 | ||||||
| 4,424,830 | 2,070,498 | |||||||
Trade payables are non-interest bearing and are normally settled on 30 to 60 days’ (2025: 30 to 60 days’) credit term.
Advance payment from customers represents payment received from customers prior to delivery of goods. Upon delivery of goods and acceptance by customers, the advance payment will be offset against trade receivable.
Accrued expenses mainly consist of staff cost, contract workers’ cost, interest payables, freight charges and professional fees.
F-22
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 14. | Lease liabilities |
Carrying amount of right-of-use assets
| Leasehold premises | ||||
| US$ | ||||
| At April 1, 2024 | 207,724 | |||
| Depreciation | (69,241 | ) | ||
| At March 31, 2025 | 138,483 | |||
| Depreciation | (34,621 | ) | ||
| At September 30, 2025 | 103,862 | |||
Lease liabilities
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| Current | 80,916 | 84,207 | ||||||
| Non-current | 87,632 | 44,689 | ||||||
| 168,548 | 128,896 | |||||||
Amounts recognized in profit or loss
| September 30, 2024 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| Depreciation of right-of-use assets | 34,620 | 34,621 | ||||||
| Interest expense on lease liabilities (Note 17) | 9,125 | 6,086 | ||||||
| Lease expenses not capitalized in lease liabilities | ||||||||
| – Expenses relating to short-term leases (include in cost of sales) | 15,120 | 15,120 | ||||||
| 58,865 | 55,827 | |||||||
F-23
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 14. | Lease liabilities (cont.) |
Total cash outflows
For the six months ended September 30, 2025, the Company had total cash outflows for leases of US$60,858 (September 30, 2024: US$60,858).
| 15. | Borrowings |
| Type | Drawn/ Maturities |
Interest Rate |
March 31, 2025 |
September 30, 2025 |
||||||||
| US$ | US$ | |||||||||||
| Trade financing | April 10, 2025 to July 18, 2025 (2024: April 2, 2024 to January 23, 2025) | 5.70% – 6.56% (2024: 6.71% – 7.35%) |
584,350 | — | ||||||||
| Export financing | May 15, 2025 to June 30, 2025 (2024: May 31, 2024 to January 14, 2025) |
5.38% – 6.62% (2024: 6.37% – 7.59%) |
4,504,250 | — | ||||||||
| Total | 5,088,600 | — | ||||||||||
| Borrowings, current portion | 5,088,600 | — | ||||||||||
| Borrowings, non-current portion | — | — | ||||||||||
| 5,088,600 | — | |||||||||||
Trade financing and export financing are usually settled within 120 (2025: 120) days from drawdown date.
Interest expense for the six months ended September 30, 2024 and 2025 amounted to US$328,954 and US$97,012 respectively.
The bank borrowings utilized by the Group are part of several general banking facilities granted to PFL and certain related parties. The general banking facilities are secured by
| ● | several corporate guarantees provided by PFL and certain related parties; |
| ● | personal guarantees provided by ultimate beneficial shareholders; |
| ● | certain properties and share mortgages of related parties; |
| ● | money mortgage; and |
| ● | fire insurance in favor of the banks. |
As of September 30, 2025, all outstanding borrowings have been fully repaid and discharged.
| 16. | Revenue |
| Six months ended September 30 | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Sales of goods – a point in time | 9,523,465 | 7,903,629 | ||||||
F-24
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 17. | Interest expense |
| Six months ended September 30 | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Interest expense on trade and export financing | 230,199 | 97,012 | ||||||
| Interest expense on revolving loans | 98,755 | — | ||||||
| Interest on lease liabilities (Note 14) | 9,125 | 6,086 | ||||||
| 338,079 | 103,098 | |||||||
| Interest expenses is recognized in profit or loss as follows: | ||||||||
| Cost of sales | 7,300 | 4,867 | ||||||
| Interest expenses | 330,779 | 98,231 | ||||||
| 338,079 | 103,098 | |||||||
| 18. | Other income |
| Six months ended September 30 | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Interest income from loans to related parties (Note 20) | 229,451 | 23,736 | ||||||
| Interest income from loans to third party | — | 64,984 | ||||||
| Interest income from fixed deposits | — | 18,516 | ||||||
| Interest income from banks | — | 57 | ||||||
| Sundry income | 3,585 | 12,290 | ||||||
| Gain on foreign exchange, net | 7,427 | 11,614 | ||||||
| 240,463 | 131,197 | |||||||
| 19. | Income tax expense |
The major components of income tax expense recognized in profit or loss for the six months ended September 30, 2024 and 2025 were:
| Six months ended September 30 | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Current income tax | ||||||||
| Current year’s provision | 210,436 | 63,573 | ||||||
| Deferred taxation | ||||||||
| Current year (Note 5) | (8,067 | ) | (9,769 | ) | ||||
| 202,369 | 53,804 | |||||||
F-25
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 19. | Income tax expense (cont.) |
Cayman Islands
Under the current laws of Cayman Islands, the Company is not subject to any income tax.
BVI
Under the current laws of BVI, PMV is not subject to any income tax.
| 20. | Significant related party transactions and balances |
Other than those disclosed elsewhere in the financial statements, significant related party transactions during the year on terms agreed between the Company and its related parties were as follows:
| Six months ended September 30 | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Fashion Focus Manufacturing Ltd | ||||||||
| Management fee charged from | 152,375 | 79,355 | ||||||
| Loan interest charged to (Note 18) | 34,240 | — | ||||||
| Merit Focus Ltd | ||||||||
| Loan interest charged to (Note 18) | 195,211 | 23,736 | ||||||
F-26
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 20. | Significant related party transactions and balances (cont.) |
Balances with related parties
| March 31, 2025 | September 30, 2025 | |||||||
| US$ | US$ | |||||||
| Amount due from related parties, net | ||||||||
| Fashion Focus Manufacturing Ltd | 1,053,708 | 340,476 | ||||||
| Loan to related parties, net | ||||||||
| Merit Focus Ltd | 4,291,215 | — | ||||||
| 4,291,215 | — | |||||||
Amounts due from and (to) related parties are unsecured and non-interest bearing.
Loans to related parties are interest bearing at the prevailing interest rates levied by the financial institution and repayable upon maturity of the loans.
All amounts due from related parties and loans to related parties have been repaid as at the date of this report.
| 21. | Segment reporting |
Operating segments are identified on the basis of internal reports about components of the Company that are regularly reviewed by the Chief Executive Officers (“CEO”) for the purpose of resource allocation and performance assessment. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
The Company operates in a single business segment which is the business of contract manufacturing of handbags. No operating segments have been aggregated to form the following reportable operating segment.
Geographical information and major customers
The Company’s non-current assets are based in Cambodia.
The following table breaks down revenue by geographic location of the Company’s revenue. The geographical location is based on the location at which the goods is delivered to the customers.
| Six months ended September 30 | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| United States of America | 7,781,621 | 4,972,127 | ||||||
| Europe | 724,273 | 2,286,102 | ||||||
| Canada | 329,556 | 320,187 | ||||||
| Japan | 319,758 | 59,342 | ||||||
| Others(a) | 368,257 | 265,871 | ||||||
| 9,523,465 | 7,903,629 | |||||||
| (a) | No revenue from any other country amounted to 5 per cent or more of the Company’s revenue. |
F-27
KANDAL M VENTURE LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 22. | Financial guarantee |
PFL, a subsidiary of the Company, provided joint corporate guarantee together with certain related parties to banks in connection with bank facilities granted and utilized by certain related parties. These related parties are all related companies under Dumaine.
The guarantee is a financial guarantee contract as PFL has the legal obligation to reimburse the banks if the related companies fail to or default on their principal and interest payment when due in accordance with the terms of the bank facilities drawn.
The Company’s maximum exposure is the maximum amount the Company could have to pay if the guarantee is called upon.
As at September 30, 2025, the bank facilities that was jointly guaranteed by PFL had been fully repaid and the financial guarantee under PFL had been completely discharged by the banks.
| 23. | Capital management |
The Company manage their capital to ensure that the Company is able to continue as a going concern and maintain an optimal capital structure so as to maximize shareholder’s value. The capital structure of the Company consists of equity attributable to owners of the Company, comprising issued share capital, reserves and retained earnings as presented in the consolidated statements of changes in equity.
The Company manage its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company is in compliance with externally imposed capital requirements. No changes were made in the objectives, policies or processes during the financial years/period ended March 31, 2025 and September 30, 2025.
| 24. | Commitments and contingencies |
The Company is currently not a party to any material legal proceedings, investigation or claims. However, the Company, from time to time, may be involved in legal matters arising in the ordinary course of its business. While management believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is or could become involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.
| 25. | Events after reporting period |
The Company evaluated all events and transactions that from September 30, 2025, up through March 23, 2026, which is the date that these unaudited interim condensed consolidated financial statements are available to be issued, there are not any material subsequent events that require disclosure in these unaudited interim condensed consolidated financial statements except below:
On December 22, 2025, the Company received a deficiency notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company that, because the closing bid price for the Company’s Class A ordinary shares had been below US$1.00 per ordinary share for 30 consecutive business days, the Company is not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The notice has no immediate effect on the listing of the Class A ordinary shares, which will continue to trade on The Nasdaq Capital Market.
In accordance with Nasdaq Listing Rules, the Company has 180 calendar days, to regain compliance with the minimum bid price rule. If at any time during 180 calendar days the closing bid price of the Company’s security is at least $1 for a minimum of 10 consecutive business days, Nasdaq will provide the Company with written confirmation of compliance, and this matter will be closed. In the event the Company does not regain compliance, the Company may be eligible for an additional 180-day period to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
On March 6, 2026, Padachi M Venture Limited, a wholly owned subsidiary of the Company, entered into a sales and purchase agreement to acquire 15% of the total issued and paid-up share capital of Dumaine International Limited for a total consideration of US$2,500,000.
On March 12, 2026, the loans to third party amounted US$3,893,852 have been fully collected.
F-28
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties, and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.
Overview
Through FMF, our operating subsidiary, we are a contract manufacturer of affordable luxury leather goods with our manufacturing operations in Cambodia. We primarily manufacture handbags, such as shoulder bag, crossbody bag, tote bag, backpack, top-handle handbag, satchel and other smaller leather goods, such as wallets. Our customers are well-known global fashion brands that are headquartered in the United States.
With our craftsmanship and extensive knowledge of the leather goods manufacturing process, our product engineers convert our customers’ vision and design into leather goods products. Our products are primarily affordable luxury products that are made of leather and/or other materials.
Key Factors that Affect Results of Operation
Our results of operations have been and will continue to be affected by a number of factors, including those set out below:
Our ability in consolidating our existing customer base and developing new customers
Our customers are not obligated in any way to continue placing orders with us at the same or increasing levels, or at all. Their level of demand for our products may fluctuate due to changes in customer demand, including their business strategies, operational needs and product portfolio or changes in consumer trends.
Our success depends on our ability to maintain long-term, strong and stable relationships with our existing customers and increase sales to them over time, as a significant amount of current net revenue is generated from sales to a limited number of existing customers. If we are unable to satisfy our existing customer to expand the volume of businesses with our existing customers or to extend our customer base by adding new customers at desired levels or at all, it could have a material adverse effect on our business, financial condition and results of operations.
Cost of raw materials
The major components of our raw materials include leather, PVC, fabric, and hardware. Changes in the costs of raw materials or transportation indirectly affect our cost structure. Any increase in production costs may be passed on to us, but we might not be able to fully pass on all or any part of the subsequent increase in costs to our customers, which may have a material adverse effect on our business, financial condition, profitability, and cash flows.
1
Direct labor cost
Direct labor cost of our Group was approximately US$2,086,000 and US$1,968,000 for the six months ended September 30, 2025 and 2024, respectively, representing approximately 32.5% and 27.1% of our total cost of sales, respectively. Competition for skilled labor in Cambodia has been more intense in recent years. The average labor cost in Cambodia has been on an increasing trend due to higher cost of living and the implementation of the 2024 government-mandated increase of the minimum wages in 2023 via Notification on the Determination of Minimum Wage for Employees in the Textile, Garments, Footwear Travel Goods and Bags Industry (the “2024 Minimum Wage Notification”) from US$204 to US$208 in Cambodia. Based on the 2025 Minimum Wage Notification, the minimum wage including all mandatory employment benefits, including the seniority bonus, the attendance, the accommodation and transportation allowance, and the meal allowance for overtime work. Each of our employees will receive, on average, at least US$305 per month. We cannot assure that we will be able to recruit and retain sufficient workforce in a timely manner or that our labor cost will remain stable in the future. Any material changes in the direct labor costs would affect our results of operation and profitability.
General economic and market conditions of our products
We derive substantially all of our revenue from the sale of leather goods in the international markets. Domestic and global economic growth has a significant impact on all aspects of our operations, including but not limited to the demand for and pricing of our products.
Majority of our revenue was derived from sales to the US consumer market. In recent years, the global economic indicators have shown mixed signs, and the future growth of the economies are subject to many factors beyond our control. A downturn in the economy could adversely impact consumer purchases of personal leather products. Factors that could affect consumers’ willingness to make such discretionary purchase include general business conditions, levels of employment, interest rates and tax rates, the availability of consumer credit, and consumer confidence in future economic conditions. In the event of an economic downturn, we could experience lower than expected net sales, which could force us to delay or slow our growth strategy and have a material adverse effect on our business, financial condition, profitability, and cash flows.
Basis of Presentation
Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. In preparing the consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with the policies adopted by the Group.
Critical Accounting Policies, Judgments and Estimates
The preparation of consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and revenues and expenses during the reporting periods. Information about estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are allowance for expected credit losses of trade receivables, allowance for write-down of inventories and depreciation of property, plant and equipment.
2
We believe the following critical accounting policies reflect the more significant judgments and estimates we used in the preparations of our combined and consolidated financial statements.
Revenue recognition
Revenue from sales of goods in the ordinary course of business is recognized when the Group satisfies a performance obligation by transferring control of a promised good to the customer. The amount of revenue recognized is the amount of the transaction price allocated to the satisfied performance obligation.
The transaction price is allocated to each performance obligation in the contract on the basis of the relative stand-alone selling prices of the promised goods. The individual standalone selling price of a good that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to goods with observable stand-alone selling price. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those performance obligations.
Transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for transferring the promised goods. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Group does not receive a separate identifiable benefit from the customer. When consideration is variable, if applicable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.
Specifically, the Group uses a five-step approach to recognize revenue:
| ● | Step 1: Identify the contract(s) with a client |
| ● | Step 2: Identify the performance obligations in the contract |
| ● | Step 3: Determine the transaction price |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract |
| ● | Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation |
The Group recognizes revenue when a performance obligation is satisfied, i.e., when “control” of the goods underlying the particular performance obligations is transferred to customers.
Sales of goods
For the sale of handbags, small leather goods and accessories, the Group typically receives purchase orders from customers which will set forth the terms and conditions including the transaction price, types of products, terms of delivery, and payment terms. These terms serve as the basis of the performance obligations that the Group must fulfil in order to recognize revenue.
The key performance obligation is when delivery of finished goods i.e., handbags, small leather goods and accessories has occurred, when the products have been shipped to the specified location/warehouse, or the risks have been transferred to the customers in accordance with Incoterms stipulated in the contracts. The completion of the performance obligation is evidenced by customer acceptance/acknowledgement indicating receipt of the products, or the Group has objective evidence that all criteria for acceptance have been satisfied. No right of goods return is given to customers. No significant element of financing is deemed present as typical payment terms range from 30 to 90 days from the date of invoice.
Trade and other receivables
A receivable is recognized when the Group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the group has an unconditional right to receive consideration, the amount is presented as a contract asset. Trade receivables that do not contain a significant financing component are initially measured at their transaction price. Trade receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortized cost, using the effective interest method and including an allowance for expected credit losses.
3
Allowance for expected credit losses of trade receivables
The Group uses a provision matrix to measure expected credit losses for trade receivables. The expected credit losses rates are based on the Group’s historical loss experience of the customers, geographical locations, product types and internal ratings, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect the ability of the debtors to settle the trade receivables. In considering the impact of the economic environment on the expected credit losses rates, the Group assesses, for example, the country default risk. The Group adjusts the allowance matrix at each reporting date. Such estimation of the expected credit losses rates may not be representative of the actual default in the future.
Six months ended September 30, 2024 compared to Six months ended September 30, 2025
The table below sets forth the age analysis of our gross accounts receivable at the end of each period:
| As of September 30, | Current | 1 – 30 days | 31 – 60 days | 61 – 90 days | 91 – 120 days | Total | ||||||||||||||||||
| 2025 (US$) | 1,268,123 | 60,907 | — | — | — | 1,329,030 | ||||||||||||||||||
| 2024 (US$) | 848,167 | 104,819 | — | — | 10 | 952,996 | ||||||||||||||||||
The table below sets forth the subsequent settlements as of October 31, 2025 related to our accounts receivable as of September 30, 2025:
| Current | 1 – 30 days | 31 – 60 days | 61 – 90 days | 91 – 120 days | Total | |||||||||||||||||||
| 2025 (US$) | (961,064 | ) | (60,907 | ) | — | — | — | (1,021,971 | ) | |||||||||||||||
The table below sets forth the accounts receivable balance net of subsequent settlements as at October 31, 2025:
| Current | 1 – 30 days | 31 – 60 days | 61 – 90 days | 91 – 120 days | Total | |||||||||||||||||||
| 2025 (US$) | 307,060 | — | — | — | — | 307,060 | ||||||||||||||||||
The table below sets forth the allowance for expected credit losses for each aging group of our gross accounts receivable at the end of each period:
| As of September 30, | Current | 1 – 30 days | 31 – 60 days | 61 – 90 days | 91 – 120 days | Total | ||||||||||||||||||
| 2025 (US$) | (10,079 | ) | — | — | — | — | (10,079 | ) | ||||||||||||||||
| 2024 (US$) | (10,079 | ) | — | — | — | — | (10,079 | ) | ||||||||||||||||
The table below sets forth the percentage of allowance for expected credit losses for each aging group of our accounts receivable at the end of each period:
| As of September 30, | Current | 1 – 30 days | 31 – 60 days | 61 – 90 days | 91 – 120 days | Total | ||||||||||||||||||
| 2025 | 0.8 | % | — | — | — | — | 0.8 | % | ||||||||||||||||
| 2024 | 1.2 | % | — | — | — | — | 1.1 | % | ||||||||||||||||
Taxes
Cayman Islands
We are incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to our Company levied by the Government of the Cayman Islands save for certain stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands and/or related to real estate in the Cayman Islands. The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
In addition, pursuant to section 6 of the Tax Concessions Act of the Cayman Islands, our Company has obtained an undertaking from the Governor-in-Cabinet:
| (1) | that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and |
| (2) | that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on or in respect of the shares, debentures or other obligations of the Company or by way of withholding in whole or in part of any relevant payment as defined in the Tax Concession Act. |
4
The undertaking for our Company is valid for a period of twenty years from January 30, 2024
BVI
PMV is incorporated in the BVI and there are currently no withholding taxes or exchange control regulations in the BVI applicable to PMV. PMV is therefore not subject to tax on income or capital gains under current BVI law nor will there be any withholding tax upon payments of dividends by PMV.
Hong Kong
PFL is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000. There are no withholding taxes in Hong Kong on remittance of dividends.
Cambodia
FMF is incorporated in Cambodia and a 20% annual tax on income shall apply on the net taxable income generated by a corporate taxpayer in Cambodia subject to certain exceptions. Generally, 14% withholding tax shall apply on income payments to non-resident suppliers. The applicable WHT may be lowered or exempted depending on the provisions of the relevant Double Taxation Agreements (“DTA”), subject to compliance with specific conditions.
Recently issued accounting pronouncements
See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Material accounting policy information”.
Results of Operations
Six months ended September 30, 2024, compared to six months ended September 30, 2025
The following table sets forth a summary of the consolidated results of operations of us for the periods indicated.
| For the six months ended September 30, | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Revenue | 9,523,465 | 7,903,629 | ||||||
| Cost of sales | (7,256,773 | ) | (6,424,087 | ) | ||||
| Gross profit | 2,266,692 | 1,479,542 | ||||||
| Selling and distribution expenses | (170,168 | ) | (113,595 | ) | ||||
| General and administrative expenses | (1,152,218 | ) | (1,176,254 | ) | ||||
| Income from operations | 944,306 | 189,693 | ||||||
| Interest expenses | (330,779 | ) | (98,231 | ) | ||||
| Other income | 240,463 | 131,197 | ||||||
| Income before income taxes | 853,990 | 222,659 | ||||||
| Income tax expense | (202,369 | ) | (53,804 | ) | ||||
| Net income | 651,621 | 168,855 | ||||||
Revenue
For the six months ended September 30, 2025 and 2024, we generated our revenue through sales of handbags.
Our 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 is mainly due to tariff uncertainty and increase in the United States’ import tariff during the year.
Cost of sales
Our cost of sales consists mainly of raw material costs, direct labor costs and factory overheads.
Gross profit and gross profit margin
Our 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. Our 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 due to the increase in the United States’ import tariff during the year, accompanied by an increase in materials and labor costs.
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Selling and distribution expenses
Our selling and distribution expenses consisted of export expenses, trucking costs and customs clearance fees. The amounts decreased by US$56,573 or approximately 33.2%, from US$170,168 for the six months ended September 30, 2024 to US$113,595 for the six months ended September 30, 2025. Selling and distribution expenses decreased due to relatively lower container load shipments during the six months ended September 30, 2025.
Administrative expenses
Our administrative expenses consisted of salaries, welfare and other benefits, director’s remuneration, management fees, professional services fees, office expenses and utilities, depreciation and others.
The following table sets forth a breakdown of our administrative expenses for the six months ended September 30, 2024 and 2025:
| For the six months ended September 30, | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Salaries, welfare and other benefits | 533,201 | 560,060 | ||||||
| Management fees | 152,375 | 79,355 | ||||||
| Director’s remuneration | 108,280 | 156,972 | ||||||
| Directors’ fee | — | 36,192 | ||||||
| Office expenses and utilities | 41,498 | 41,476 | ||||||
| Professional services fees | 186,764 | 206,829 | ||||||
| Depreciation | 15,561 | 14,867 | ||||||
| Others | 114,539 | 80,503 | ||||||
| 1,152,218 | 1,176,254 | |||||||
Salaries, welfare and other benefits
Our salaries, welfare and other benefits remained relatively stable for the six months ended September 30, 2024 and 2025.
Management fees
Our management fee represented service fees for general corporate management paid to a related company during the six months ended September 30, 2024 and 2025. Our management fee decreased by US$73,020 or approximately 47.9% as the management fee arrangement had been discontinued upon listing.
Office expenses and utilities
Our office expenses and utilities consist mainly of office rental expense, electricity and water charges, travelling and stationery expenses. Our office expenses and utilities remained relatively stable for the six months ended September 30, 2024 and 2025.
Professional services fees
Our professional services fees consist mainly of fees paid to lawyers, auditors and other professionals. Our 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. Our professional services fees increased due to additional professional services engaged after the completion of our initial public offering (the “IPO”).
Depreciation
Our depreciation remained relatively stable for the six months ended September 30, 2024 and 2025.
Others
Other expenses remained relatively stable for the six months ended September 30, 2024 and 2025.
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Interest expenses
Our interest expenses mainly represented interest on short term financing, supply chain financing and revolving loans. Our interest expenses decreased by US$232,548 or approximately 70.3% from US$330,779 for the six months ended September 30, 2024 to US$98,231 for the six months ended September 30, 2025. Our interest expenses decreased as our revolving loans and short-term financing had been fully repaid.
Other income
The following table sets forth a breakdown of other income for the six months ended September 30, 2024 and 2025:
| For the six months ended September 30, | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Interest income from loans to related parties | 229,451 | 23,736 | ||||||
| Interest income from loans to third party | — | 64,984 | ||||||
| Interest income from fixed deposits | — | 18,516 | ||||||
| Interest income from banks | — | 57 | ||||||
| Sundry income | 3,585 | 12,290 | ||||||
| Gain on foreign exchange, net | 7,427 | 11,614 | ||||||
| 240,463 | 131,197 | |||||||
Our other income primarily included interest income from loans to related parties, interest income from loans to third party, interest income from fixed deposit, sundry income and gain on foreign exchange. Our other income decreased by US$109,266 or approximately 45.4% from US$240,463 for the six months ended September 30, 2024 to US$131,197 for the six months ended September 30, 2025, which was primarily due to the cessation of loans to related parties during the period, offset by increase in interest income from loans to third party and interest income from fixed deposit. Loans to related parties are interest bearing at the prevailing interest rates levied by the financial institution and repayable upon maturity of the loans.
Provision for income tax expense
The following table sets forth a breakdown of provision for income tax expense for the six months ended September 30, 2024 and 2025:
| For the six months ended September 30, | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Current income tax expense | 210,436 | 63,573 | ||||||
| Deferred taxation | (8,067 | ) | (9,769 | ) | ||||
| Total | 202,369 | 53,804 | ||||||
Domestic income tax is calculated at 20% (2025: 20%) of the estimated assessable profits for the financial periods. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions. The provision for income tax expense decreased by US$148,565 or approximately 73.4% from US$202,369 for the six months ended September 30, 2024 to US$53,804 for the six months ended September 30, 2025, which was primarily due to utilization of tax losses in PFL during the six months ended September 30, 2025.
Net income
As a result of the foregoing, our 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$168,855 for the six months ended September 30, 2025, mainly due to the decrease in sales and gross profits, offset partially by the decrease in income tax expense.
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LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth a breakdown of our current assets and liabilities as of the dates indicated.
| As at March 31, | As at September 30, | |||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | 235,348 | 102,697 | 1,663,797 | |||||||||
| Trade and other receivables | 945,030 | 1,497,817 | 1,660,826 | |||||||||
| Loans to third party | — | — | 3,893,852 | |||||||||
| Deferred IPO costs | 230,642 | 795,771 | — | |||||||||
| Amounts due from related parties | 2,053,318 | 1,053,708 | 340,476 | |||||||||
| Loans to related parties | 4,001,174 | 4,291,215 | — | |||||||||
| Inventories | 1,802,723 | 1,646,333 | 2,051,862 | |||||||||
| Total current assets | 9,268,235 | 9,387,541 | 9,610,813 | |||||||||
| CURRENT LIABILITIES | ||||||||||||
| Trade and other payables | 2,466,368 | 4,424,830 | 2,070,498 | |||||||||
| Lease liabilities | 74,715 | 80,916 | 84,207 | |||||||||
| Borrowings | 2,823,729 | 5,088,600 | — | |||||||||
| Income tax payable | 116,928 | 8,330 | 2,164 | |||||||||
| Total current liabilities | 5,481,740 | 9,602,676 | 2,156,869 | |||||||||
| Net current assets/(liabilities) | 3,786,495 | (215,135 | ) | 7,453,944 | ||||||||
Trade and other receivables
The following table sets forth a breakdown of our trade and other receivables, net as of the dates indicated:
| As at March 31, | As at September 30, | |||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Trade receivables – third parties | 623,161 | 1,199,983 | 1,329,030 | |||||||||
| Less: Allowance for expected credit losses of trade receivables – third parties | (10,079 | ) | (10,079 | ) | (10,079 | ) | ||||||
| 613,082 | 1,189,904 | 1,318,951 | ||||||||||
| Other receivables: | ||||||||||||
| – third parties | 37,913 | 2,271 | 6,160 | |||||||||
| Deposits | 68,440 | 68,760 | 68,840 | |||||||||
| Prepayments | 17,575 | 43,545 | 40,665 | |||||||||
| VAT refundable | 260,025 | 316,530 | 349,403 | |||||||||
| Less: Allowance for expected credit losses for non-trade receivables | (52,005 | ) | (123,193 | ) | (123,193 | ) | ||||||
| 945,030 | 1,497,817 | 1,660,826 | ||||||||||
Trade receivables, net
Trade receivables represented receivables from our customers arising from our sales. We generally grant our customers a credit period ranging from 14 to 90 days, depending on their reputation, transaction history and the products purchased.
Our trade receivables, net increased by US$129,047 or approximately 10.8% from US$1,189,904 as of March 31, 2025 to US$1,318,951 as of September 30, 2025. The increase in trade receivables was due to higher sales in the last three months ended September 30, 2025 as compared to the last three months ended March 31, 2025.
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Our management regularly reviews outstanding accounts and provides an allowance for expected credit losses. When collection of the original invoice amounts is no longer probable, we will either partially or fully write-off the balance against the allowance for expected credit losses. In establishing the required allowance for expected credit losses, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Our management reviews outstanding receivables on a regular basis to determine if the expected credit losses allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for expected credit losses after all means of collection have been exhausted and that the likelihood of collection is not probable.
For details of the allowance for expected credit losses on trade receivables, please refer to the section headed “Allowance for expected credit losses of trade receivables”.
Deposits
Our deposits mainly comprised of refundable deposit of factory rental and utilities.
Our deposits remained relatively stable as of March 31, 2025 and September 30, 2025.
Prepayments
Our prepayments mainly comprised of prepayment for factory insurance, advance payment to supplier, and other prepaid expenses.
Our prepayments remained relatively stable as of March 31, 2025 and September 30, 2025.
Loans to third party
Loans to third party are unsecured, matures by March 31, 2026, and have an effective interest rate of 8% per annum.
Amounts due from/to related parties
The amounts due from related parties are unsecured, interest free and repayable on demand. These balances mainly relate to payment of operating expenses on behalf of the related parties. All amounts due from related parties will be discontinued upon listing.
Loans to related parties
Loans to related parties are interest bearing at the prevailing interest rates levied by the financial institution and repayable upon maturity of the loans. Loans to related parties have been fully repaid as of September 30, 2025.
Inventories
Our inventories mainly comprised of raw materials, work-in-progress, finished goods and goods-in-transit.
Our inventories further increased by US$405,529 or approximately 24.6% from US$1,646,333 as of March 31, 2025 to US$2,051,862 as of September 30, 2025. The increase in inventories was mainly due to the increase in raw material balance and finished goods balance.
We review our inventory levels on a regular basis. We generally maintain an inventory level for at least one month production needs for edge paint and packaging materials, which are commonly necessary for most of our products. We believe that maintaining appropriate levels of inventories can help us better plan raw material procurement and deliver our products to meet customer demand in a timely manner without straining our liquidity.
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Trade and other payables
The following table sets forth a breakdown of our trade and other payables, net as of the dates indicated:
| As of March 31, | As at September 30, | |||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Trade payables – third parties | 1,653,660 | 2,568,272 | 1,067,036 | |||||||||
| Advance payment from customers | 464,080 | 172,821 | 231,172 | |||||||||
| Accrued expenses | 343,491 | 1,292,291 | 769,884 | |||||||||
| Other payables | 5,137 | 391,446 | 2,406 | |||||||||
| 2,466,368 | 4,424,830 | 2,070,498 | ||||||||||
Trade payable-third parties
Our trade suppliers usually grant us a credit period between 30 and 60 days.
Our trade payable decreased by US$1,501,236 or approximately 58.5% from US$2,568,272 as of March 31, 2025 to US$1,067,036 as of September 30, 2025 was mainly due to settlement of old trade payables.
Advance payment from customers
We receive advance payment from customers of up to 30% for new orders from certain customers. The increase by US$58,351 or approximately 33.8% from US$172,821 as of March 31, 2025 to US$231,172 as of September 30, 2025 was mainly due to more orders placed by the customer prior to the six months ended September 30, 2025 compared to March 31, 2025.
Accrued expenses
Our accrued expenses mainly represented accrued staff cost and benefits, professional fees, interest expenses and others. Our accrued expenses decreased by US$522,407 or approximately 40.4% from US$1,292,291 as of March 31, 2025 to US$769,884 as of September 30, 2025, which was mainly due to the subsequent settlement of for professional fees relating to the IPO.
Other payables
Our other payables mainly included payables for other taxes payable and provisions.
Our other payables decreased by US$389,040 or approximately 99.4% from US$391,446 as of March 31, 2025 to US$2,406 as of September 30, 2025 mainly due to the subsequent settlement of for professional fees relating to the IPO.
Lease liabilities
Our lease liabilities are related to the lease of factory. Operating lease assets and liabilities are included in the items of operating lease right-of-use assets, net, operating lease liabilities, current portion, and operating lease liabilities, non-current portion on the consolidated balance sheets.
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Borrowings
| Type | Drawn/ Maturities | Interest Rate | March 31, 2024 | March 31, 2025 | September 30, 2025 | |||||||||||
| US$ | US$ | US$ | ||||||||||||||
| Revolving loans | June 13, 2025 | 6.76% – 6.99% | 4,360,385 | — | — | |||||||||||
| Trade financing | April 10, 2025 to July 18, 2025 (2024: April 2, 2024 to January 23, 2025) | 5.70% – 6.56% (2024: 6.71% – 7.35%) | 734,264 | 584,350 | — | |||||||||||
| Export financing | May 15, 2025 to June 30, 2025 (2024: May 31, 2024 to January 14, 2025) | 5.38% – 6.62% (2024: 6.37% – 7.59%) | 2,089,465 | 4,504,250 | — | |||||||||||
| Total | 7,184,114 | 5,088,600 | — | |||||||||||||
| Borrowings, current portion | 2,823,729 | 5,088,600 | — | |||||||||||||
| Borrowings, non-current portion | 4,360,385 | — | — | |||||||||||||
The bank borrowings utilized by the Group are part of certain general banking facilities granted to PFL and certain related parties. The general banking facilities are secured by several corporate guarantees provided by PFL and related parties, personal guarantees provided by the ultimate beneficial shareholders, properties and share mortgages of related parties, money mortgage and fire insurance in favor of the bank.
Cash Flows
Our use of cash primarily related to operating activities. We have historically financed our operations primarily through our cash flow generated from our operations and advances from related parties.
The following table sets forth a summary of our cash flows information for the years/periods indicated:
| For the year ended March 31, | For the six months ended September 30, | |||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Cash and cash equivalents at the beginning of the year | 361,471 | 235,348 | 235,348 | 102,697 | ||||||||||||
| Net cash generated from/(used in) operating activities | 3,138,768 | 2,108,017 | 1,931,707 | (2,118,963 | ) | |||||||||||
| Net cash used in investing activities | (253,614 | ) | (555,812 | ) | (36,184 | ) | (4,131,751 | ) | ||||||||
| Net cash (used in)/generated from financing activities | (3,011,277 | ) | (1,684,856 | ) | (2,097,234 | ) | 7,811,814 | |||||||||
| Cash and cash equivalent at the end of the year | 235,348 | 102,697 | 33,637 | 1,663,797 | ||||||||||||
Net cash used in operating activities
Our cash inflow from operating activities was principally from receipt of sales. Our 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, we had 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.
Net cash used in investing activities
For the six months ended September 30, 2025, net cash used in investing activities was US$4,131,751 consisted of interest received of US$83,557, offset by US$307,648 IPO expenses paid, US$3,893,852 loans to third party, and US$13,808 for purchase of plant and equipment.
Net cash 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.
Working Capital Sufficiency
KMV believes that, taking into consideration the financial resources presently available, including the current levels of cash and cash flows from operations, its working capital will be sufficient to meet its anticipated cash needs for at least the next twelve months from the date of this prospectus.
Capital Expenditures
We incurred capital expenditures of US$13,808 and US$15,746 for the six months ended September 30, 2025 and 2024 respectively.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.
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