Kandal M Venture Ltd 6-K, filed Jul 30, 2025
Kandal M Venture Ltd (FMFC)
About this 6-K
Kandal M Venture Ltd filed this 6-K on July 30, 2025.
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 July 2025
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 ☐
CONTENTS
On July 30, 2025, Kandal M Venture Limited issued a press release titled “Kandal M Venture Limited Announces Financial Results, including Higher Revenues and Gross Profits, for Full Year Fiscal Year Ended March 31, 2025”, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
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EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KANDAL M VENTURE LIMITED | ||
| Date: July 30, 2025 | By: | /s/ Duncan Miao |
| Name: | Duncan Miao | |
| Title: | Chairman of the Board of Directors | |
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Exhibit 99.1
Kandal M Venture Limited Announces Financial Results, including Higher Revenues and Gross Profits, for
Full Year Fiscal Year Ended March 31, 2025
Cambodia, July 30, 2025 (GLOBE NEWSWIRE) -- Kandal M Venture Limited (Nasdaq: FMFC) (“Kandal” or the “Company”), a contract manufacturer of affordable luxury leather goods with manufacturing operations in Cambodia, today announced its financial results for its Full Year Fiscal Year Ended March 31, 2025.
Recent developments:
On June 26, 2025, the Company completed its initial public offering of 2,000,000 Class A ordinary shares at a public offering price of $4.00 per share. The Class A Ordinary Shares began trading on the Nasdaq Capital Market on June 25, 2025, under the symbol “FMFC.”
On July 16, 2025, the Underwriter exercised its over-allotment option in full to purchase an additional 300,000 Class A ordinary shares at the public offering price of $4.00 per share, resulting in additional gross proceeds of $1.2 million, before deducting underwriting discounts and other related expenses. After giving effect to the full exercise of the over-allotment option, the total number of Class A ordinary shares sold by the Company in the Offering has increased to 2,300,000 Class A ordinary shares and the gross proceeds increased to $9.2 million, before deducting underwriting discounts and other related expenses. The over-allotment option closing date was July 16, 2025.
Management Commentary
“We are pleased that we completed our IPO on Nasdaq on June 25 of this year as our company enters a new phase of growth and increased global recognition,” said Mr. Duncan Miao, Director and Chairman of the Board of Kandal. “Looking ahead, we have exciting developments that we will announce as we expand our global presence and enhance our production, design and development capabilities.”
Revenue
For the years ended March 31, 2025 and 2024, revenue was generated primarily from handbags sales.
Revenue increased by US$3,214,934 or approximately 23.0%, from US$13,971,743 for the year ended March 31, 2024 to US$17,186,677 for the year ended March 31, 2025. This increase reflects ongoing business growth and the sustained recovery of the global handbag market following the pandemic. Sales volumes rose across all existing customer accounts.
Cost of sales
Cost of sales primarily comprises raw material costs, direct labor costs and factory overheads. Cost of sales increased by US$3,224,831 or approximately 30.4%%, from US$10,604,640, for the year ended March 31, 2024 to US$13,829,471 for the year ended March 31, 2025.
Gross profit and gross profit margin
Gross profit decreased by US$9,897 or approximately 0.3%, from US$3,367,103, for the year ended March 31, 2024 to US$3,357,206 for the year ended March 31, 2025. The gross profit margin decreased by approximately 4.6 percentage points, from approximately 24.1% for the year ended March 31, 2024 to approximately 19.5% for the year ended March 31, 2025. This reduction was mainly due to shift in product mix, additional production supervisors and quality control personnel, lower efficiency from production of new designs, as well as higher indirect material costs and overheads.
Selling and distribution expenses
Selling and distribution expenses included export expenses, trucking costs and customs clearance fees. These expenses remained relatively stable at US$239,013 and US$304,406, amounting to approximately 1.7% and approximately 1.8% of revenue, for the years ended March 31, 2024 and 2025, respectively.
Professional services fees
The Company’s professional services fees consist mainly of fees paid to external lawyers and consultants. Professional services fees increased by US$822,461 or approximately 1,094.5% from US$75,147 for the year ended March 31, 2024 to US$897,608 for the year ended March 31, 2025, which was primarily due to one off IPO fees, financial advisor fees, legal fees, and audit fees during the year.
Cash generated from operating activities
Cash inflow from operating activities was principally from receipt of sales. Cash outflow used in operating activities was principally for payment of purchases of raw materials, staff costs and other operating expenses.
For the year ended March 31, 2025, the Company had net cash generated from operating activities of US$2,134,565 mainly arising from net profit from operations of US$228,954, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items primarily consisted of (i) depreciation of property, plant and equipment of US$193,626; (ii) depreciation of right-of-use assets of US$69,241; (iii) write down of inventories of US$8,879; (iv) interest expenses of US$595,421; (v) interest income from loan to related party of US$370,705; (vi) provision for expected credit loss on VAT refundable of US$71,188; and (vii) write-off of VAT refundable of US$35,120. Changes in operating assets and liabilities mainly include (i) the increase in trade and other receivables of US$659,095; (ii) the decrease in inventories of US$147,511; and (iii) the increase in trade and other payables of US$1,958,462.
Net income
Consequently, net income decreased by US$909,859 or approximately 81.3% from US$1,119,532 for the year ended March 31, 2024 to US$209,673 for the year ended March 31, 2025, mainly due to the increased cost of goods sold, and one-off IPO expenses incurred during the year ended March 31, 2025.
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About Kandal M Venture Limited
Kandal M Venture Limited is a contract manufacturer of affordable luxury leather goods with its manufacturing operations in Cambodia. Kandal M Venture Limited primarily manufactures handbags, such as shoulder bags, crossbody bags, tote bags, backpacks, top-handle handbags, satchels, and other smaller leather goods, such as wallets.
For more information, please visit the Company’s website at www.kandalmv.com.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. The Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to read the risk factors contained in the Company’s final prospectus and other reports it files with the SEC before making any investment decisions regarding the Company’s securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Contacts:
Company:
Kandal M Venture Limited Investor Relations Contact:
Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province,
Kingdom of Cambodia
Email: enquiry@fmfco.com.kh
Telephone: +855 23425205
Investor Relations Contact:
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Office: +1 (646) 893-5835 x2
Email: info@skylineccg.com
Website: www.skylineccg.com
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FINANCIAL STATEMENTS
KANDAL M VENTURE LIMITED
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| March 31, 2024 | March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Revenue | 13,971,743 | 17,186,677 | ||||||
| Cost of sales | (10,604,640 | ) | (13,829,471 | ) | ||||
| Gross profit | 3,367,103 | 3,357,206 | ||||||
| Operating expenses: | ||||||||
| Selling and distribution expenses | (239,013 | ) | (304,406 | ) | ||||
| General and administrative expenses | (1,646,043 | ) | (2,677,883 | ) | ||||
| Income from operations | 1,482,047 | 374,917 | ||||||
| Other income/(expenses): | ||||||||
| Interest expense | (403,723 | ) | (582,013 | ) | ||||
| Other income | 219,309 | 436,050 | ||||||
| Profit before income tax | 1,297,633 | 228,954 | ||||||
| Income tax expense | (178,101 | ) | (19,281 | ) | ||||
| Profit for the year | 1,119,532 | 209,673 | ||||||
| Other comprehensive income: | ||||||||
| Items that may be classified subsequently to profit or loss | ||||||||
| Exchange differences on translating foreign operations | (313 | ) | — | |||||
| Total comprehensive income attributable to equity owners of the Company | 1,119,219 | 209,673 | ||||||
| Earnings per share attributable to owners of the Company | ||||||||
| Basic and diluted earnings per share | 0.07 | 0.01 | ||||||
| Weighted average number of ordinary shares used in computing basic and diluted earnings* | 16,000,000 | 16,000,000 | ||||||
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KANDAL M VENTURE LIMITED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| March 31, 2024 | March 31, 2025 | |||||||
| US$ | US$ | |||||||
| ASSETS | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment | 689,517 | 512,601 | ||||||
| Right-of-use assets | 207,724 | 138,483 | ||||||
| Deferred tax assets | 13,629 | 29,787 | ||||||
| Total non-current assets | 910,870 | 680,871 | ||||||
| Current assets | ||||||||
| Inventories | 1,802,723 | 1,646,333 | ||||||
| Trade and other receivables | 945,030 | 1,497,817 | ||||||
| Deferred initial public offering (“IPO”) costs | 230,642 | 795,771 | ||||||
| Amounts due from related parties | 2,053,318 | 1,053,708 | ||||||
| Loans to related parties | 4,001,174 | 4,291,215 | ||||||
| Cash and bank balances | 235,348 | 102,697 | ||||||
| Total current assets | 9,268,235 | 9,387,541 | ||||||
| Total assets | 10,179,105 | 10,068,412 | ||||||
| EQUITY AND LIABILITIES | ||||||||
| Equity attributable to owners of the Company | ||||||||
| Share capital* | 160 | 160 | ||||||
| Merger reserve | 13 | 13 | ||||||
| Capital reserve | (2,500,000 | ) | (2,500,000 | ) | ||||
| Foreign currency translation reserve | 5,130 | 5,130 | ||||||
| Retained earnings | 2,663,128 | 2,872,801 | ||||||
| Total (deficit) equity | 168,431 | 378,104 | ||||||
| Non-current liabilities | ||||||||
| Lease liabilities | 168,549 | 87,632 | ||||||
| Borrowings | 4,360,385 | — | ||||||
| Total non-current liabilities | 4,528,934 | 87,632 | ||||||
| Current liabilities | ||||||||
| Trade and other payables | 2,466,368 | 4,424,830 | ||||||
| Lease liabilities | 74,715 | 80,916 | ||||||
| Borrowings | 2,823,729 | 5,088,600 | ||||||
| Income tax payable | 116,928 | 8,330 | ||||||
| Total current liabilities | 5,481,740 | 9,602,676 | ||||||
| Total liabilities | 10,010,674 | 9,690,308 | ||||||
| Total equity and liabilities | 10,179,105 | 10,068,412 | ||||||
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KANDAL M VENTURE LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
| March 31, 2024 | March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Cash flows from operating activities | ||||||||
| Profit before income tax | 1,297,633 | 228,954 | ||||||
| Adjustments for: | ||||||||
| Depreciation of property, plant and equipment | 198,360 | 193,626 | ||||||
| Depreciation of right-of-use assets | 69,241 | 69,241 | ||||||
| Interest expense | 421,713 | 595,421 | ||||||
| Interest income from loan to related party | (165,368 | ) | (370,705 | ) | ||||
| Inventories write-down | 65,770 | 8,879 | ||||||
| Provision for expected credit losses – other receivables | 11,532 | 71,188 | ||||||
| Other receivables written off | — | 35,120 | ||||||
| Operating cash flows before working capital changes | 1,898,881 | 831,724 | ||||||
| Changes in working capital: | ||||||||
| Inventories | 1,519,269 | 147,511 | ||||||
| Trade and other receivables | (112,572 | ) | (659,095 | ) | ||||
| Trade and other payables | (43,699 | ) | 1,958,462 | |||||
| Cash generated from operations | 3,261,879 | 2,278,602 | ||||||
| Income tax paid | (123,111 | ) | (144,037 | ) | ||||
| Net cash generated from operating activities | 3,138,768 | 2,134,565 | ||||||
| Cash flows from investing activities | ||||||||
| Purchase of plant and equipment | (22,972 | ) | (16,710 | ) | ||||
| Deferred initial public offering (“IPO”) costs | (230,642 | ) | (565,129 | ) | ||||
| Net cash used in investing activities | (253,614 | ) | (581,839 | ) | ||||
| Cash flows from financing activities | ||||||||
| (Loans to)/repayment from related parties | (3,783,461 | ) | 80,664 | |||||
| (Advances to)/repayments from related parties, net | (5,110,245 | ) | 999,610 | |||||
| Proceeds from/(Repayments of) borrowings, net | 6,373,131 | (2,095,514 | ) | |||||
| Interest paid on borrowings | (399,226 | ) | (578,660 | ) | ||||
| Payment of lease liabilities | (68,989 | ) | (74,716 | ) | ||||
| Interest paid on lease liabilities | (22,487 | ) | (16,761 | ) | ||||
| Net cash used in financing activities | (3,011,277 | ) | (1,685,377 | ) | ||||
| Net change in cash and cash equivalents | (126,123 | ) | (132,651 | ) | ||||
| Cash and cash equivalents at beginning of year | 361,471 | 235,348 | ||||||
| Cash and cash equivalents at end of year | 235,348 | 102,697 | ||||||
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