What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-02-13 · 692 added, 417 removed, 223 unchanged (83% of the section changed)

Financial Statements.

the nine months ended December 31, 2025 and 2024

Condensed Consolidated Balance sheets as of December 31, 2025 and March 31, 2025 (unaudited)

Condensed Consolidated Statements of Income and Comprehensive Income for the nine months ended December 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Changes in Equity for the nine months ended December 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2025 and 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements for the nine months ended December 31, 2025 and 2024 (unaudited)

AND SUBSIDIARIES

1 unchanged sentence

Dollars, except share data or otherwise stated)

and cash equivalents

receivables, net

securities held-to-maturity

and other receivables

due from related party

June 30, 2026

March 31, 2026

CURRENT ASSETS

and equipment, net

lease right of use asset

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Loan receivable, current

Debt securities held-to-maturity

Prepayments and other receivables

Advances to suppliers

Amount due from related party

Total current assets

NON-CURRENT ASSETS

due to related parties

from customers

expenses and other payables

lease liability current portion

Plant and equipment, net

Long-term prepayment

Investment in equity method investees

Total non-current assets

LIABILITIES AND EQUITY

CURRENT LIABILITIES

lease liability

Short-term loan

Accounts payable

Interest payable

Related party borrowings

Advances from customers

Accrued expenses and other payables

Deferred Revenue

Total current liabilities

NON-CURRENT LIABILITIES

stock ($ 0.001 par value, 250,000,000 shares authorized, 11,715,348 and 6,043,769 shares issued and outstanding at December 31 and

March 31, 2025, respectively)

paid-in capital

Derivative liabilities

Total non-current liabilities

TOTAL LIABILITIES

Common stock ($ 0.001 par value, 250,000,000 shares authorized, 1,031,435 and 781,256 shares issued and outstanding at June 30 and March 31, 2026, respectively)

Additional paid-in capital

Accumulated deficits

( 15,737,137 )

( 18,132,849 )

other comprehensive loss

LIABILITIES AND EQUITY

Statutory reserve

Accumulated other comprehensive loss

Total equity attributable to equity holders of ADDENTAX GROUP CORP.

Non-controlling interests

TOTAL LIABILITIES AND EQUITY

accompanying notes to the unaudited condensed consolidated financial statements.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF INCOME(LOSS)

Dollars, except share data or otherwise stated)

( 1,912,395 )

( 1,625,159 )

and marketing

and administrative

( 1,563,577 )

months ended June 30,

COST OF REVENUES

( 3,023,014 )

OPERATING EXPENSES

( 1,583,990 )

Selling and marketing

General and administrative

Total operating expenses

( 1,090,696 )

LOSS FROM OPERATIONS

value gain or loss

$ ( 676,071 )

$ ( 354,875 )

( 1,045,448 )

( 1,030,585 )

INCOME BEFORE INCOME TAX EXPENSE

( 4,195,974 )

( 5,158,270 )

( 2,467,719 )

FROM CONTINUING OPERATIONS, NET OF INCOME TAXES

( 4,196,222 )

( 5,159,352 )

Share of net loss of equity method investee

Change in fair value of warrants and embedded conversion feature

Interest income

Interest expenses

Other income, net

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX

$ ( 130,508 )

INCOME TAX EXPENSE

INCOME (LOSS) FROM CONTINUING OPERATIONS, NET OF INCOME TAXES

Loss on discontinued operations

(LOSS) INCOME

( 4,196,222 )

( 1,085,721 )

( 4,691,497 )

( 3,028,364 )

currency translation gain

COMPREHENSIVE INCOME (LOSS)

$ ( 4,242,003 )

$ ( 978,156 )

NET INCOME (LOSS)

$ ( 392,438 )

ATTRIBUTABLE TO:

Equity holders of the Company

Non-controlling interests

$ ( 392,438 )

PER SHARE FROM CONTINUING OPERATIONS - Basic and diluted

EARNINGS (LOSS) PER SHARE

Earnings (Loss) per share from continuing

operations – Basic and diluted

Loss per share from discontinued operations - Basic and diluted

average number of shares outstanding – Basic and diluted

Weighted average number of shares outstanding – Basic and diluted

accompanying notes to the unaudited condensed consolidated financial statements.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Dollars, except share data or otherwise stated)

months ended June 30,

NET INCOME (LOSS)

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX

Foreign currency translation loss

TOTAL COMPREHENSIVE INCOME (LOSS)

ATTRIBUTABLE TO:

Equity holders of the Company

Non-controlling interests

TOTAL COMPREHENSIVE LOSS

accompanying notes to the consolidated financial statements.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Dollars, except share data or otherwise stated)

comprehensive

AT OCTOBER 1, 2024

$ ( 10,511,833 )

Appropriation

for Statutory reserve

currency translation

income for the period

( 1,085,721 )

AT DECEMBER 312024

$ ( 11,598,216 )

AT OCTOBER1, 2025

$ ( 14,159,065 )

paid-in capital from conversion of convertible debts

currency translation

income for the period

( 4,196,222 )

AT DECEMBER 31, 2025

$ ( 18,355,287 )

BALANCE AT APRIL

Statutory reserve

comprehensive loss

Retained earnings

Accumulated other

Statutory reserve

comprehensive loss

BALANCE AT MARCH 31, 2025

( 13,663,790 )

Issuance of new shares

paid-in capital from conversion of convertible debts

Appropriation

for Statutory reserve

currency translation

income for the period

( 3,028,364 )

AT DECEMBER 31, 2024

Additional paid-in capital from conversion of convertible debts

Appropriation of Statutory reserve

Foreign currency translation

Net income for the period

BALANCE AT JUN 30, 2025

$ ( 14,056,228 )

BALANCE AT APRIL

BALANCE AT MARCH 31, 2026

( 18,132,849 )

1 unchanged sentence

Issuance of new shares

paid-in capital from conversion of convertible debts

for Statutory reserve

currency translation

income for the period

Appropriation for Statutory reserve

Foreign currency translation

Net income for the period

BALANCE AT JUNE 30, 2026

$ ( 15,737,137 )

$ ( 122,189 )

AT DECEMBER 31, 2025

$ ( 15,737,137 )

4 unchanged sentences

Dollars, except share data or otherwise stated)

FLOWS FROM OPERATING ACTIVITIES:

profit (loss)

Three Months Ended June 30

CASH FLOWS FROM OPERATING ACTIVITIES:

Net profit (loss)

$ ( 392,438 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Non-cash financial cost

Stock-Based Compensation Expense

Investment income

S hare of loss of associated company

Fair value gain or loss

( 3,024,540 )

to reconcile net income (loss) to net cash used in operating activities:

financial cost

Compensation Expense

value gain or loss

on debts extinguishment

Loss from sale of property and equipment

on disposal of subsidiaries

in operating assets and liabilities

expenses and other payables

from customers

cash used in operating activities

Loss on disposal of subsidiaries

Changes in operating assets and liabilities

Accounts receivable

Advances to suppliers

Other receivables

Accounts payables

Interest payable

Accrued expenses and other payables

Advances from customers

Assets held for sale

Liabilities held for sale

Deferred revenue

Net cash used in operating activities

$ ( 458,163 )

FLOWS FROM INVESTING ACTIVITIES

of property and equipment and intangible assets

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment and intangible assets

Cash acquired from subsidiary

Proceeds from sale of property and equipment and intangible assets

decreased in disposal of subsidiaries

cash used in investing activities

$ ( 281,080 )

$ ( 153,739 )

FLOWS FROM FINANCING ACTIVITIES:

from related party borrowings

of related party borrowings

from bank borrowings

of bank borrowings

advance to related parties

Payment for loan receivable

Cash decreased in disposal of subsidiaries

Net cash used in investing activities

$ ( 432,121 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from related party borrowings

Repayment of related party borrowings

Proceeds from bank borrowings

Repayment of bank borrowings

Cash advance to related parties

( 2,352,589 )

from related parties

of convertible debt

of restricted cash

cash provided by financing activities

( 1,194,987 )

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

of exchange rate changes on cash and cash equivalents

and cash equivalents, beginning of the period

AND CASH EQUIVALENTS, END OF THE PERIOD

disclosure of cash flow information:

paid during the period for interest

paid during the period for income tax

Repayment from related parties

Proceeds from loan payable

Release of restricted cash

Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Effect of exchange rate changes on cash and cash equivalents

Cash and cash equivalents, beginning of the period

CASH AND CASH EQUIVALENTS, END OF THE PERIOD

Supplemental disclosure of cash flow information:

Cash paid during the period for interest

Cash paid during the period for income tax

accompanying notes to the unaudited condensed consolidated financial statements.

2 unchanged sentences

ORGANIZATION AND BUSINESS ACQUISITIONS

and its subsidiaries (“ATXG” or the “Company”) are engaged in the business of garment manufacturing,

providing logistic services, property leasing and management services in the People’s Republic of China (“PRC” or “China”).

(the “Company”), through its consolidated subsidiaries (the Company and its consolidated subsidiaries, collectively, the “Group”), is engaged in garment manufacturing, logistics

services, consulting services and financing services.

The Company conducts its garment manufacturing and logistics services

businesses primarily through its PRC operating subsidiaries, its consulting services business through Yingxi Industrial Chain

Investment Co., Ltd.

(“Yingxi HK”), and its financing services business through Time Is Loan Limited (“Time Is

Loan”), a Hong Kong company and licensed money lender acquired on May 15, 2026.

of June 30, 2026, the Company’s principal subsidiaries consisted of the following entities:

OF PRINCIPAL SUBSIDIARIES ENTITIES

Name of entity

incorporation

holding company

% of effective ownership

interest held by the

% of effective ownership

interest held by the

Yingxi Industrial Chain Group Co., Ltd.

(“Yingxi Seychelles”)

Republic of Seychelles

Investment holding

Addentax Group Corp.

Yingxi Industrial Chain Investment Co., Ltd.

(“Yingxi HK”)

Hong Kong SAR

Investment holding

Yingxi Industrial Chain Group Co., Ltd .

Yingxi Textile & Garments Co., Ltd.

Investment holding

Yingxi Industrial Chain Investment Co., Ltd .

Shenzhen Yingxi Industrial Chain Services Co., Ltd.

Investment holding & Garment Manufacturing

Yingxi Textile & Garments Co., Ltd.

Dongguan Heng Sheng Wei Garments Co., Ltd.

Garment Manufacturing

Shenzhen Yingxi Industrial Chain Services Co., Ltd.

Dongguan Yushang Clothing Co., Ltd.

Garment Manufacturing

Shenzhen Yingxi Industrial Chain Services Co., Ltd.

Shenzhen Xin Kuai Jie Transportation Co., Ltd.

Logistics Services

Shenzhen Yingxi Industrial Chain Services Co., Ltd.

Shenzhen Yingxi Peng Fa Logistic Co., Ltd.

Logistics Services

Shenzhen Yingxi Industrial Chain Services Co., Ltd.

Keemo Fashion Group Limited (“KMFG”)

Nevada, the United States

Investment holding & Acquired operations

Addentax Group Corp.

Time Is Loan Limited (“TIL”)

Hong Kong SAR

Lending Service

Yingxi Industrial Chain Investment Co., Ltd.

was acquired near the end of the fiscal year ended March 31, 2026.

As of June 30, 2026, KMFG’s revenue contribution was not significant,

and management does not currently present KMFG as a separate business line or reportable segment.

BASIS OF PRESENTATION

14 unchanged sentences

(“SEC”) on June 29, 2026 (“2026 Form 10-K”).

results of the property management and subleasing business for the three months ended June 30, 2025 have been retrospectively reclassified

to discontinued operations for all periods presented.

The reclassification had no effect on consolidated net loss, comprehensive loss,

total equity or cash flows for the prior-year period.

the three months ended June 30, 2025, the property management and subleasing business classified as discontinued operations

generated revenue of $ 154,600

and a loss, net of income taxes, of $ 261,166 .

No income tax expense or benefit was allocated to discontinued operations.

The Company had no discontinued operations for the three

months ended June 30, 2026.

disclosed in the Company’s 2026 Form 10-K, the Company has a history of net losses and operating losses, which raised substantial

doubt about its ability to continue as a going concern.

During the three months ended June 30, 2026, the Company reported net income

primarily as a result of a non-cash fair value gain on derivative liabilities;

however, the Company continued to incur a loss from operations

and negative cash flows from operating activities.

Company’s ability to continue as a going concern depends on management’s ability to improve operating results, manage operating

costs, collect receivables, develop its consulting and financing services businesses and obtain additional financing when necessary.

Management continues to pursue these plans.

There can be no assurance that these efforts will be successful or that additional financing

will be available on acceptable terms, or at all.

The unaudited condensed consolidated financial statements have been prepared on a going

concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 unchanged sentences

The fair value of RSUs is determined based on the closing market price of our common stock on the date of grant.

is no change in the accounting policies for the nine months ended December 31, 2025.

and interest income

receivable are reported at amortized cost, net of an allowance for expected credit losses.

Interest income is recognized over the contractual

term of the loans based on the outstanding principal and the applicable contractual interest rate or effective yield, as appropriate.

The Company places a loan on nonaccrual status when management determines that collection of contractual principal or interest is no

longer reasonably assured and resumes interest accrual when the loan becomes current and management determines that collection of principal

and interest is reasonably assured.

for expected credit losses

allowance for expected credit losses on loans receivable represents management’s estimate of credit losses expected over the contractual

life of the loans.

Management estimates expected credit losses using relevant information regarding historical loss experience, borrower

credit profiles, repayment and delinquency status, current portfolio conditions, collateral values, if applicable, and reasonable and

supportable forecasts of future economic conditions.

Loans with similar risk characteristics are evaluated on a collective basis, while

loans that no longer share similar risk characteristics are evaluated individually.

Loans are written off against the allowance when

management determines that they are uncollectible in accordance with the Company’s policy.

There were no other changes to the Company’s significant accounting policies during the three months ended June 30,

issued accounting pronouncements

for Convertible Instruments:

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity (ASU 2020-06), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards

while maintaining or improving the usefulness of the information provided to users of financial statements.

Among other changes, the

new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and

equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued

at a substantial premium.

As a result, after adopting the guidance, entities will no longer separately present such embedded conversion

features in equity and will instead account for the convertible debt wholly as debt.

The new guidance also requires use of the “if-converted”

method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current

accounting treatment under the current guidance.

The guidance is effective for financial statements issued for fiscal years beginning

after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the

Company reviews new accounting standards as issued.

Management has not identified any other new standards that it believes will have

a significant impact on the Company’s consolidated financial statements.

DISPOSITION OF SUBSIDIARIES AND DISCONTINUED OPERATIONS

May 2025, the Company disposed of Dongguan Aotesi Garments Co., Ltd., (“AOT”).

The Company will carry on the garment manufacturing

segment business through other subsidiaries.

The disposition of AOT did not qualify as discontinued operations.

position of the entities at disposal date and gain or loss on disposal:

Manufacturing Segment

SCHEDULE OF FINANCIAL POSITION OF ENTITIES AND GAIN OR LOSS ON DISPOSAL

position of AOT

consideration was $ 13,829 , resulting in a loss of $ 12,137 recognized on the disposal.

end of June 2025, the Company disposed of Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”) to the management

of the subsidiary.

The property management and subleasing business was then classified as discontinued operation.

Comparative period

amounts have been restated retrospectively.

position of the entities at disposal date and gain or loss on disposal:

Management and Subleasing Business Segment

position of HX

November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326):

Purchased Loans.

ASU 2025-08 expands

the gross-up approach for accounting for acquired loans to certain purchased seasoned loans.

The amendments are effective for annual

reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

has not identified any other recently issued accounting standards that are expected to have a material impact on the Company’s

condensed consolidated financial statements or related disclosures.

BUSINESS COMBINATION

May 15, 2026, the Company completed the transaction contemplated by the Share Exchange Agreement dated April 22, 2026 (the “Share

Exchange Agreement”), by and among the Company, Yingxi Industrial Chain Investment Co., Ltd (“Yingxi HK”), a wholly

owned subsidiary of the Company incorporated under the laws of Hong Kong, Time Is Loan Limited, a company incorporated under the laws

of Hong Kong, and Ms.

OR Shan Shan, the Seller.

Pursuant to the Share Exchange Agreement, Yingxi HK acquired 100 % of the equity interests

of Time Is Loan Limited from the Seller in exchange for the issuance of 137,790 shares of common stock of the Company, par value

$ 0.001 per share to the Seller.

Is Loan provides consumer and commercial lending services in Hong Kong.

Its principal products include short-term unsecured personal

loans and, where applicable, collateral-backed loans and lending arrangements with other licensed credit providers.

Company recognized goodwill of $ 200,442 on this acquisition.

The acquisition has been accounted for under the acquisition method of accounting

in accordance with ASC 805, “Business Combinations”.

The results of Time Is Loan Limited’s operations have been included

in the consolidated financial statements since its acquisition date.

following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition.

This table represents

the initial accounting for the acquisition.

These provisional amounts may be adjusted in the measurement period (that will not exceed

one year from the acquisition):

SCHEDULE OF PURCHASE PRICE ALLOCATION

Other receivables

Amount due from related parties

Property, plant and equipment

Loans and long-term receivables

( 3,396,070 )

consideration was $ 13,829 , with the reversal of over-accrual of lease payment, resulting in an income of $ 6,857 recognized on the disposal.

Interest payable

Accrued liabilities, other payables and deposits received

Fair value of identifitable net assets acquired

Goodwill at acquisition

Fair value of purchase consideration

forma results of operation for this acquisition have not been presented because the effects of the acquisition were not material to the

Company’s consolidated financial results.

RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTIES RELATIONSHIP WITH COMPANY

OF RELATED PARTIES RELATIONSHIP WITH COMPANY

of Related Parties

with the Company

CEO, and a director of the Company

Financial Consulting (Shenzhen) Co., Ltd.

President, CEO, and a director of the Company

Hongye Financial Consulting (Shenzhen) Co., Ltd.

company controlled by CEO, Mr.

legal representative of Shenzhen Xin Kuai Jie Transportation (“XKJ”)

of Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”)

A legal representative

of Shenzhen Xin Kuai Jie Transportation Co., Ltd (“XKJ”)

Jinlong Huang

Management of Dongguan

Heng Sheng Wei Garments Co., Ltd (“HSW”)

Rui and Riches Affiliated Parties (1)

Wu Rui is the Chief

Operating Officer of the Company.

The Riches Affiliated Parties are affiliated with Mr.

Wu Rui and were involved in the Company’s

related-party share exchange transaction.

KMFG’s related parties

KMFG’s shareholders,

directors and related parties

of Time Is Loan Limited (“TIL”)

For purposes of this section,

“Riches Affiliated Parties” refers to Riches FO Holdings Limited, Riches Family Office Limited and Riches Elite Technology

(Shenzhen) Co., Ltd.

Riches FO Holdings Limited is controlled by Mr.

Wu Rui, the Company’s Chief Operating Officer, and was

the seller in the Company’s related-party share exchange transaction involving Riches Family Office Limited.

Riches Elite Technology

(Shenzhen) Co., Ltd.

is the operating subsidiary of Riches Family Office Limited.

Company leases XKJ’s office rent-free from Bihua Yang.

2 unchanged sentences

a third party.

Company had the following related party balances as of December 31, 2025 and March 31, 2025:

May 15, 2026, the Company entered into a Share Exchange Agreement with Yingxi Industrial Chain Investment Co., Ltd., Riches Family Office

Limited, Riches FO Holdings Limited and Mr.

Wu Rui, the Company’s Chief Operating Officer and sole shareholder of Riches FO Holdings

to the agreement, Yingxi HK agreed to acquire 41.67 % of the issued and outstanding equity interests of Riches Family Office Limited from

Riches FO Holdings Limited in exchange for the issuance by the Company of 33,500 shares of Common Stock to Mr.

The transaction

constitutes a related-party transaction and was approved by the Audit Committee and the Board of Directors on May 15, 2026.

Company had the following related party balances as of June 30, 2026 and March 31, 2026:

OF RELATED PARTY BALANCES

due from related party

party borrowings

Financial Consulting (Shenzhen) Co., Ltd.

due to related party

increase of related party from Zhida Hong was short term loan to Zhida Hong, which is interest-free and would be repaid in one year.

decrease of related party debt from Bihua Yang was mainly due to the repayment from Bihua Yang.

Amount due from related party

June 30, 2026

March 31, 2026

Hong Zhida (1)

Bihua Yang (2)

Director of Time Is Loan Limited

Riches affiliated companies

Amount due from related

Related party borrowings

June 30, 2026

March 31, 2026

Hongye Financial Consulting (Shenzhen) Co., Ltd.

Jinlong Huang

Riches’ affiliated companies

KMFG’s related parties

Related party borrowings

The decrease of related

party from Hong Zhida was mainly due to the repayment from Hong Zhida.

The increase of related

party debt from Bihua Yang was mainly due to the cash paid in advance to Bihua Yang.

During the quarter ended June 30, 2026, the

Company provided a short term loan of approximately $ 0.25 million to Bihua Yang and received repayment of approximately $ 0.21 million

borrowing balances with related parties are unsecured, non-interest bearing and repayable on demand.

DEBT SECURITIES HELD-TO-MATURITY

SCHEDULE OF DEBT SECURITIES HELD TO MATURITY

securities held-to-maturity

Company purchased a note issued by a third-party investment company on August 24, 2022.

The principal amount of the note was $ 17,500,000 .

The note was renewable with a one-year term on August 23, 2023 and it was a 2.5 % p.a.

On August 23, 2023, the Company entered

into an agreement to transfer the principal and coupon receivable to a third party.

The debt is guaranteed by Hongye Financial Consulting

(Shenzhen) Co., Ltd., the company controlled by our CEO, Mr.

On August 24, 2024, a Supplemental Agreement to the note was

signed to extend the maturity date to August 24, 2025.

As of December 31, and March 31, 2025, the coupon receivable was $ 437,500 and

consist of the following as of December 31, and March 31, 2025:

SCHEDULE OF INVENTORIES

OF DEBT SECURITIES HELD TO MATURITY

June 30, 2026

March 31, 2026

Debt securities held-to-maturity

Company purchased a note issued by a third-party investment company on August 24, 2022 with a principal amount of $ 17.5 million.

note bears interest at a rate of 2.5 % per annum and is renewable on an annual basis.

The debt is guaranteed by Hongye Financial

Consulting (Shenzhen) Co., Ltd., a company controlled by the Company’s CEO, Mr.

of June 30, 2026 and March 31, 2026, accrued coupon interest receivable amounted to $ 437,500 and $ 437,500 , respectively.

March 30, 2026, the Company completed the acquisition of 62.18 %

of the outstanding ordinary shares of Keemo Fashion Group Limited (“KMFG”).

As consideration for the acquisition, the

Company transferred a portion of the note with a principal amount of approximately $ 5.5

million to the seller.

Following the transfer, the remaining principal balance of the debt security held by the Company was $ 12.0

million as of March 31, 2026 and remained unchanged as of June 30, 2026.

consist of the following as of June 30, and March 31, 2026:

OF INVENTORIES

June 30, 2026

March 31, 2026

Raw materials

Work in progress

Finished goods

Total inventories

ADVANCES TO SUPPLIERS

8 unchanged sentences

PREPAYMENTS AND OTHER RECEIVABLES

and other receivables consist of the following as of December 31 and March 31, 2025:

SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLES

of consideration on disposal of subsidiaries

receivable of debt security held-to-maturity

to third party

and other receivables consist of the following as of June 30 and March 31, 2026:

OF PREPAYMENTS DEPOSITS AND OTHER RECEIVABLES

June 30, 2026

March 31, 2026

Receivable of consideration on disposal of subsidiaries

Coupon receivable of debt security held-to-maturity

Loan to third party

Other receivables

and other receivables

PROPERTY, PLANT AND EQUIPMENT

plant and equipment consists of the following as of December 31 and March 31, 2025:

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

plant and equipment gross

plant and equipment consists of the following as of June 30 and March 31, 2026:

OF PROPERTY PLANT AND EQUIPMENT

June 30, 2026

March 31, 2026

Production plant

Motor vehicles

Office equipment

Property, plant and equipment gross

accumulated depreciation

and equipment, net

expense for the three and nine months ended December 31, 2025 and 2024 was $ 19,833 and $ 23,262 , $ 57,565 and $ 99,181 , respectively.

Plant and equipment, net

expense for the three months ended June 30, 2026 and 2025 was $ 20,384 and $ 18,055 , respectively.

INVESTMENT IN AN ASSOCIATED COMPANY

Company holds a 41.67 % equity interest in Riches Family Office Limited (“Riches Family”) and accounts for the investment

under the equity method of accounting.

The Company completed the acquisition of its interest in Riches Family on June 15, 2026.

recognizes its proportionate share of the post-acquisition results of Riches Family in its condensed consolidated statements of operations.

No impairment loss was recognized in connection with the investment during the three months ended June 30, 2026.

carrying amounts as at June 30, 2026 and March 31, 2026 are as follows:

OF EQUITY INVESTMENTS HELD AT COSTS

June 30, 2026

March 31, 2026

Investment in associate

of the associated company are as follows:

OF DETAILS OF ASSOCIATE COMPANY

Name of company

Principal activities

Country of business/

incorporation

Equity holdings

Riches Family Office Limited

Fund management

summarized financial information of the associated company is as follows:

OF FINANCIAL INFORMATION OF ASSOCIATE COMPANY

Current assets

of the carrying value of investment in the associated company:

OF CARRYING AMOUNT OF INVESTMENTS

Initial investment recognised on June 15, 2026

Share of net loss in the associated company ( 41.67 %)

Carrying value of Company’s interest in associated company

SHORT-TERM BANK LOAN

2 unchanged sentences

The loans are guaranteed at no cost by the legal representative

As of December 31, 2025, the Company has borrowed $ 134,568 (RMB 944,255 ) (March 31, 2025:

$ 130,051 ) under this line of credit

with various annual interest rates from 4.34 % to 4.9 %.

As of June 30, 2026, the Company has borrowed $ 138,938 (RMB 944,255 ) (March 31, 2026:

$ 136,593 ) under this line of credit with

various annual interest rates from 4.34 % to 4.9 %.

The outstanding loan balance was due on September 30, 2021.

The Company was not

able to renew the loan facility with the bank.

The Company is negotiating with the bank on repayment schedule of the loan balance and

interest payable.

The Company was not able

to renew the loan facility with the bank.

The Company is negotiating with the bank on repayment schedule of the loan balance and interest

February 2023, XKJ entered into a facility agreement with China Construction Bank and obtained a line of revolving credit, which allows

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The loans are guaranteed by the legal representative of XKJ at no cost.

As of December 31, 2025, the Company has borrowed

As of June 30, 2026, the Company has borrowed

$ 581,204 (RMB 3,950,000 ) (March 31, 2026:

$ 406,300 ) under this line of credit with annual interest rate of 3.9 %.

The revolving credit

facility will expire on February 1, 2026 .

December 2023, Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”) entered into a facility agreement with Sichuan Xinwang Bank

and obtained a line of credit, which allows the Company to borrow up to approximately $ 69,714 (RMB 500,000 ) for daily operations.

The annual interest rate of this line of credit is 16.2 %.

The loan facility will expire on December 26, 2025 .

As of September 30, 2025,

the Company has fully repaid this loan facility (March 31, 2025:

March 2024, PF entered into a new facility agreement with WeBank Co., Ltd.

and obtained a line of credit, which allows the Company to

borrow up to approximately $ 139,429 (RMB 1,000,000 ) for daily operations.

As of December 31, 2025, the Company has borrowed $ 20,359 (RMB 142,857 )

(March 31, 2025:

$ 78,702 ) under this line of credit with annual interest rate of 8.244 %.

The loan facility will expire on March 22, 2026 .

$ 535,231 (RMB 3,700,000 )) under this line of credit with annual interest rate of 3.9 %.

The revolving

credit facility was renewed in November 2025 and the new expiration date will be November 25, 2028 ..

Income Tax (“EIT”)

Company operates in the PRC and files tax returns in the PRC.

Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of Seychelles, is not subject

to income taxes.

It is a wholly owned subsidiary of Addentax Group Corp.

HK (Yingxi Industrial Chain Investment Co., Ltd.) was incorporated in Hong Kong, is indirectly wholly-owned by Addentax Group Corp.,

and is subject to Hong Kong income tax at a progressive rate of 16.5 %.

No provision for income taxes in Hong Kong has been made as Yingxi

HK had no taxable income for the nine months ended December 31, 2025 and 2024.

Yingxi Industrial Chain Services Co., Ltd (“YX”), our wholly-owned subsidiary, was incorporated in the PRC and is subject

to the EIT tax rate of 25 %.

No provision for income taxes in the PRC has been made as YX had no taxable income for the nine months ended

December 31, 2025 and 2024.

is governed by the Income Tax Laws of the PRC.

All YX’s operating companies were subject to progressive EIT rates from 5 % to 15 %

in 2025 and 2024.

The preferential tax rate will expire at end of year 2026 and the EIT rate will be 25% from year 2027.

Company operates in multiple jurisdictions, including the People’s Republic of China (“PRC”), Hong Kong, Seychelles

and the United States, and is subject to the applicable tax laws in those jurisdictions.

Seychelles was incorporated in the Republic of Seychelles and, under the current laws of Seychelles, is not subject to income taxes.

HK is subject to Hong Kong Profits Tax.

Under the two-tiered profits tax regime, the first HK$ 2 million of assessable profits is taxed

at 8.25 %, with the remaining assessable profits taxed at 16.5 %.

No provision for income taxes in Hong Kong has been made as Yingxi HK

had no taxable income for the three months ended June 30, 2026 and 2025.

was incorporated in the PRC and is subject to the EIT tax rate of 25 %.

No provision for income taxes in the PRC has been made as YX had

no taxable income for the three months ended June 30, 2026 and 2025.

Company’s PRC operating subsidiaries are subject to the EIT Law of the PRC.

The applicable statutory EIT rate is 25 %.

of the PRC subsidiaries were $ 2 and $ 764 for the three months ended June 30, 2026 and 2025, respectively.

parent entity, Addentax Group Corp.

2 unchanged sentences

taxes in the United States has been made as Addentax Group Corp.

taxable income for the nine months ended December 31, 2025

taxable income for the three months ended June 30, 2026

reconciliation of income taxes computed at the PRC statutory tax rate applicable to the PRC, to income tax expenses are as follows:

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

statutory tax rate

expected benefits (expense)

( 1,048,994 )

( 1,289,568 )

in valuation allowance

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

Three months ended June 30,

PRC statutory tax rate

Computed expected benefits (expense)

Temporary differences

Permanent difference

Changes in valuation allowance

Income tax expense

tax assets had not been recognized in respect of any potential tax benefit that may be derived from non-capital loss carry forward and

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Added Tax (“VAT”)

accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 13 %, which is levied on the invoiced

value of sales and is payable by the purchaser.

The subsidiaries HSW, AOT and YS enjoyed preferential VAT rate of 13 %.

The companies

are required to remit the VAT they collect to the tax authority.

A credit is available whereby VAT paid on purchases can be used to offset

the VAT due on sales.

services, the applicable VAT rate is 9 % under the relevant tax category for a logistics company, except that PF enjoys the preferential

VAT rate of 3 % in 2025 and 2024.

XKJ and PF are required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced

value of sales as required.

A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on

service income.

In accordance with the relevant taxation

laws in the PRC, the normal VAT rate for domestic sales is 13 %,

which is levied on the invoiced value of sales and is payable by the purchaser.

Companies are required to remit the VAT they collect

to the tax authority.

A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.

For services, the applicable VAT rate is

9 % under the relevant tax category for logistic company, except the branch of PF enjoyed the preferential VAT rate of 3 % in 2026 and 2025.

The Company is required to pay the full amount of VAT calculated at the applicable VAT rate of the invoiced value of sales as required.

A credit is available whereby VAT paid on gasoline and toll charges can be used to offset the VAT due on service income.

The Company’s consulting service

is conducted through Yingxi HK, the Company’s Hong Kong subsidiary.

Hong Kong does not impose value-added tax, goods and services

tax or sales tax.

Accordingly, the consulting service conducted through Yingxi HK is not subject to VAT in Hong Kong.

CONSOLIDATED SEGMENT DATA

information is consistent with how chief operating decision maker reviews the businesses, makes investing and resource allocation decisions

and assesses operating performance.

Segment information is consistent with how the Company’s chief operating

decision maker (“CODM”) reviews the businesses, makes investing and resource allocation decisions and assesses operating performance.

The Company’s CODM is the Chief Executive Officer.

The CODM assesses the performance of the Company’s reportable segments and allocates

resources primarily based on income (loss) from operations.

The segment data presented reflects this segment structure.

The Company reports financial and operating

information in the following three segments:

The Company reports

financial and operating information in the following four segments:

manufacturing .

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Providing logistic services;

management and subleasing.

Providing subleasing of shops and property management services for garment wholesalers and retailers

in garment market.

At end of June 2025, the Company disposed of HX to the management of the subsidiary.

The property management and

subleasing business was then classified as discontinued operation.

Company also provides general corporate services to its segments and these costs are reported as “Corporate and others”.

Providing consulting and advisory services, including insurance consulting and related customer service support.

Providing consumer and commercial lending services in Hong Kong.

Company also provides general corporate services to its segments and these costs are reported as “Corporate and other”.

information in the segment structure is presented in the following tables:

by segment for the three and nine months ended December 31, 2025 and 2024 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR REVENUE

from external customers

manufacturing segment

services segment

of reportable segments and consolidated revenue

manufacturing segment

(Loss) from operations by segment for the three and nine ended December 31, 2025 and 2024 is as follows:

SCHEDULE OF SEGMENT REPORTING FOR INCOME FROM OPERATION

manufacturing segment

services segment

of reportable segments

from continuing operations by segment for the three months ended June 30, 2026 and 2025 are as follows:

OF SEGMENT REPORTING FOR REVENUE

Revenues from external customers

Three months ended June 30,

Revenues from external customers

Garments manufacturing segment

Logistics services segment

Property management and subleasing (discontinued operations;

excluded from totals)

Total continuing reportable segments

Corporate and other

Total continuing reportable segments and consolidated revenue

Intersegment revenue

Garments manufacturing segment

(loss) from continuing operations by segment for the three months ended June 30, 2026 and 2025 are as follows:

OF CONTINUING OPERATIONS BY SEGMENT REPORTING FOR INCOME FROM OPERATION

Three months ended June 30,

Garment manufacturing segment

Logistics services segment

Property management and subleasing (discontinued operations;

excluded from totals)

Total continuing reportable segments

Corporate and other

Total consolidated loss from continuing operations

$ ( 676,071 )

consolidated income (loss) from operations

assets by segment as of December 30 and March 31, 2025 are as follows:

$ ( 354,875 )

Other segment items from continuing operations

by segment for the three months ended June 30, 2026 and 2025 are as follows:

OF CONTINUING OPERATIONS BY OTHER SEGMENT REPORTING

Three months ended June 30,

Garment manufacturing segment

Logistics services segment

Property management and subleasing (discontinued operations;

excluded from totals)

Total continuing reportable segments

Corporate and other

Total other segment items and corporate expenses

assets by segment as of June 30 and March 31, 2026 are as follows:

SCHEDULE OF SEGMENT REPORTING FOR ASSETS

manufacturing segment

services segment

management and subleasing

of reportable segments

J une 30, 2026

March 31, 2026

Garment manufacturing segment

Logistics services segment

Total of reportable segments

Corporate and other

Consolidated total assets

Company operates predominantly in China.

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SCHEDULE OF GEOGRAPHICAL INFORMATION

Three months ended

Mainland China

June 30, 2026

March 31, 2026

Long-Lived Assets

Mainland China

Long-Lived Assets

FINANCIAL INSTRUMENTS

January 4, 2023, the Company entered into a series of agreements with certain accredited investors, pursuant to which the Company received

a net proceed of $ 15,000,000 in consideration of the issuance of:

January 4, 2023, the Company entered into a series of agreements with certain accredited investors, pursuant to which the Company received net proceeds of $ 15,000,000 in consideration of the issuance of:

secured convertible notes in the aggregate original principal amount of approximately $ 16.7 million with an interest rate of 5 % per

3 unchanged sentences

to adjustment under several conditions.

(“Warrants”) to purchase up to approximately 16.1 million shares of common stock of the Company (the “Common Stock”)

until on or prior to 11:59 p.m.

(New York time) on the five-year anniversary of the closing date at an exercise price of $ 1.25 per

share, also subject to adjustment under several conditions.

(“Warrants”) to purchase up to approximately 16.1

million shares of common stock of the Company (the “Common Stock”) until on or prior to 11:59 p.m.

(New York time) on

the five-year anniversary of the closing date at an initial exercise price of $ 1.25

per share, also subject to adjustment under several conditions.

Warrants are considered a freestanding instrument issued together with the Convertible Notes and measured at their issuance date fair

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of operations and comprehensive loss.

As of December 30, 2025, the balance of the Warrants was approximately $ 0.8 million (March 31,

As of June 30, 2026, the balance of the Warrants was approximately $ 1.5 million (March 31, 2026:

$ 4.1 million).

Convertible Notes are classified as a liability and is subsequently stated at amortized cost with any difference between the initial

Convertible Notes are classified as a liability and are subsequently stated at amortized cost with any difference between the initial

carrying value and the repayment amount as interest expenses using the effective interest method over the period from the issuance date

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conversion feature was $ 1.2 million.

As of December 31, 2025, the fair value of the conversion option was $ Nil (March 31, 2025:

As of June 30 and March 31, 2026, the fair value of the conversion option was both $ Nil .

Company determined that the other embedded features do not require bifurcation as they either are clearly and closely related to the

1 unchanged sentence

total proceeds of the Convertible Notes and the Warrants, net of issuance cost, of $ 15.0 million were received by the Company in January

2023, and allocated to each of the financial instruments as following:

SCHEDULE OF FINANCIAL INSTRUMENTS

2023, and allocated to each of the financial instruments as follows:

OF FINANCIAL INSTRUMENTS

January 4, 2023

liabilities – Fair value of the Warrants

liabilities – Embedded conversion feature

Derivative liabilities – Fair value of the Warrants

Derivative liabilities – Embedded conversion feature

Convertible Notes

January 2023, the Company also granted to the placement agent a warrant as partial payment of an agency fee to purchase 0.7 million shares

2 unchanged sentences

The warrant was recognized as a derivative liability with an initial fair value of $ 0.168 million.

Company’s Convertible Notes’ obligations were as the following for the three and nine months ended December 31, 2025 and

SCHEDULE OF CONVERTIBLE NOTES OBLIGATION

Company’s Convertible Notes’ obligations were as the following for the three months ended June 30, 2026 and 2025:

OF CONVERTIBLE NOTES OBLIGATION

months ended June 30,

value – beginning balance

4 unchanged sentences

value – ending balance

the nine months ended December 31, 2025, approximately $ 3.1 million of the Convertible Notes was converted into approximately 5.7 million

There were no Convertible Notes outstanding during the three months ended

June 30, 2026.

During the three months ended June 30, 2025, $2.3 million of Convertible Notes was converted into approximately 4.3 million

shares of Common Stock, with an average effective conversion price of $0.5363 per share.

the three and nine months ended December 30, 2024, $ Nil and $ 82,642 of the Convertible Notes was converted into 132,994 shares of Common

Stock, with average effective conversion price of $ 0.6214 per share.

Company’s derivative liabilities were as the following for the three and nine months ended December 31, 2025 and 2024:

Company’s derivative liabilities were as the following for the three months ended June 30, 2026 and 2025:

SCHEDULE OF DERIVATIVE LIABILITIES

liabilities –Warrants

to the market

liabilities – Embedded conversion feature

to shares of Common Stock

Three months ended June 30,

Derivative liabilities –Warrants

Beginning balance

Marked to the market

( 3,024,540 )

Remeasurement

on change of convertible price

to the market

Derivative fair value at end of period

Ending fair value

Derivative liabilities – Embedded conversion feature

Beginning balance

Converted to ordinary shares

( 1,572,238 )

Remeasurement on change of convertible price

Marked to the market

Ending fair value

Total Derivative fair value at end of period

asset and lease liabilities

Company recognized right-of-use asset as well as lease liability according to the ASC 842, Leases (with the exception of short-term leases).

Lease liabilities are measured at present value of the sum of remaining rental payments as of December 31, 2025, with a discounted rate

A single lease cost is recognized over the lease term on a generally straight-line basis.

All cash payments of operating lease

cost are classified within operating activities in the statement of cash flows.

Company leases its head office.

The lease period is 5 years with an option to extend the lease.

The Company leases its plant and dormitory

for 4.5 years with an option to extend the lease.

The Company leased several floors in a commercial building for its subleasing and property

management services business for 16 years with an option to extend the lease.

The Company implemented ASC 842, Leases, on April 1, 2019 using the modified

retrospective approach and did not restate comparative periods.

Under ASC 842, lease liabilities are recognized at the present value of

future lease payments, with a corresponding right-of-use asset recognized for leases other than short-term leases.

A single lease cost

is recognized over the lease term on a generally straight-line basis.

Cash payments for operating leases are classified as operating activities

in the consolidated statements of cash flows.

Prior to the disposal of HX on July 1, 2025, the Company leased its head

office, plant, and dormitory under operating lease arrangements.

The Company also leased several floors in a commercial building for its

subleasing and property management services business.

Certain leases included options to extend the lease term .

following table summarizes the components of lease expense:

SCHEDULE OF LEASE EXPENSES

Three months ended June 30,

Short-term lease cost

following table summarizes supplemental information related to leases:

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES

Cash paid for amounts

included in the measurement of lease liabilities

cash flow from operating leases

assets obtained in exchange for new operating leases liabilities

average remaining lease term - Operating leases (years)

average discount rate - Operating leases

are no operating lease liabilities for the following five years and the years after due to disposal of the subsidiary, HX, on July 1,

Three months ended June 30,

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flow used in operating leases

The Company had no operating lease liabilities as of June 30, 2026 and no

operating lease liabilities for the following five years and thereafter, as Dongguan Hongxiang Commercial Co., Ltd.

the Company’s former property management and subleasing subsidiary, was disposed of on July 1, 2025.

Company subleased its leased commercial building by entering into operating leases with third party garment wholesalers and retailers.

6 unchanged sentences

SHARE CAPITAL AND RESERVE

August 2022, the Company completed its IPO and 5,000,000 shares of Common Stock were issued and sold to the public, with proceeds of

approximately $ 20.2 million, net of underwriter commissions and relevant offering expenses.

September, 2022, 391,666 shares of Common Stock were issued upon cashless exercise of Underwriter Warrants.

February 3, 2023, 3,370,000 shares of Common Stock were issued as pre-delivery shares to the placement agents.

January 2023, the Company increased its authorized share capital and the authorized share capital is $ 250,000 divided into 250,000,000

shares of Common Stock with par value of US$ 0.001 per share.

Company effected the amendment and combination to the outstanding shares of its Common Stock into fewer number of outstanding shares

(the “Reverse Stock Split Amendment”) at a ratio of one-for-ten, with effect on September 26, 2023.

As a result, the number

of shares was reduced by 33,655,839 shares.

the Reverse Stock Split Amendment, the Company issued 1,644,188 shares of Common Stock with par value of US$ 0.001 per share.

April 29, 2024, the Company entered into two private placement agreements (the “Agreements”) with certain individual investors

(the “Investors”) who are independent third parties, pursuant to which the Company issued to each of the Investors 330,000

shares of its Common Stock, par value $ 0.001 per share, at a price of $ 0.98 per share, resulting in aggregate gross proceeds to the Company

of $ 646,800 , which closed on the same day.

Pursuant to the Agreements, the Company issued an aggregate of 660,000 unregistered shares

of Common Stock to the Investors.

are 11,715,348 and 6,043,769 shares of Common Stock issued and outstanding at December 31, 2025 and March 31, 2025, respectively.

accordance with the relevant laws and regulations of the PRC, a subsidiary of the Company established in the PRC is required to transfer

10% of its profit after taxation prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the

reserve balance reaches 50% of the subsidiary’s paid-up capital.

Such reserve may be used to offset accumulated losses or increase

the registered capital of the subsidiary, subject to the approval from the PRC authorities, and are not available for dividend distribution

to the shareholders .

The amount appropriated to statutory reserve for the nine months ended December 31, 2025 and 2024 was $ 402 and ($ 662 ),

respectively.

The balance of paid-up statutory reserve was $ 37,020 and $ 37,682 as at December 31, 2025 and 2024.

2024 EQUITY INCENTIVE PLAN

August 11, 2025, 161,665 shares of Common Stock were issued and granted to the directors and executive officers pursuant to the 2024

Equity Incentive Plan.

These incentive shares were vested immediately.

The stock-based payment was measured at fair value using closing

market price of the day prior to the grant date.

The fair value was charged to income statement when the common stocks were granted.

During the three months ended December 31, 2025, the stock-based payment expense was $ 70,001 (2024:

In August 2022, the Company completed its

IPO and 333,333 Common Stock were issued and sold to the public, with proceeds of approximately $ 20.2 million, net of underwriter commissions

and relevant offering expenses.

In September 2022, 26,111 shares were issued

upon cashless exercise of Underwriter Warrants.

On February 3, 2023, 224,667 shares were

issued as pre-delivery shares to the placement agents.

In January 2023, the Company increased

its authorized share capital and the authorized share capital is $ 250,000 divided into 250,000,000 shares of Common Stock with par value

of US$ 0.001 per share.

The Company effected the amendment and

combination to the outstanding shares of its Common Stock into fewer number of outstanding shares (the “Reverse Stock Split Amendment”)

at a ratio of one-for-ten , with effect on June 26, 2023.

As a result, the number of shares was reduced by 33,655,839 shares.

After the Reverse Stock Split Amendment,

the Company issued 109,613 shares of Common Stock with par value of US$ 0.001 per share.

On April 29, 2024, the Company entered

into two private placement agreements (the “Agreements”) with certain individual investors (the “Investors”) who

are independent third parties, pursuant to which the Company issued to each of the Investors 22,000 shares of its Common Stock, par value

$ 0.001 per share, at a price of $ 0.98 per share, resulting in aggregate gross proceeds to the Company of $ 646,800 , which closed on the

Pursuant to the Agreements, the Company issued an aggregate of 44,000 unregistered shares of Common Stock to the Investors.

On August 11, 2025, the Company issued

and granted 10,778 shares of Common Stock to directors and executive officers pursuant to the Company’s 2024 Equity Incentive Plan.

These incentive shares vested immediately.

The stock-based compensation expense recognized in connection with these shares was $ 70,001 .

March 30, 2026, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of one-for-fifteen .

a result of the reverse stock split, every fifteen shares of common stock outstanding immediately prior to the effective time were reclassified

and combined into one share of common stock, without any change in the par value of $ 0.001 per share or the total number of authorized

No fractional shares were issued in connection with the reverse stock split, and stockholders who would otherwise have been entitled

to receive a fractional share received one whole share of common stock in lieu of such fractional share.

accordance with ASC 260-10-55-12, all share and per share amounts for all periods presented in the accompanying consolidated financial

statements, including the consolidated statements of changes in stockholders’ equity, have been retroactively adjusted to reflect

the reverse stock split for comparative purposes.

Specifically, the number of shares of common stock outstanding at the beginning and

end of each period, as well as all share issuances and repurchases occurring during the periods presented in the prior year’s statement

of changes in stockholders’ equity, have been restated to reflect the reduced number of shares outstanding as if the reverse stock

split had occurred at the beginning of the earliest period presented.

share counts, weighted-average shares outstanding, basic and diluted net loss per share, share-based awards, warrants, convertible preferred

stock conversion amounts and other share-related information for all periods presented in these consolidated financial statements have

been retrospectively adjusted to reflect the reverse stock split and to maintain period-to-period comparability.

The reverse stock split

did not affect the Company’s total stockholders’ equity.

March 24, 2026, the Compensation Committee approved fully vested share awards under the Company’s 2024 Equity Incentive Plan.

grant date of the awards was April 8, 2026.

After giving effect to the Company’s one-for-fifteen reverse stock split, the awards

consisted of 66,667 shares of Common Stock granted to Wu Rui and 12,222 shares granted to Hong Zhida.

The awards were fully vested and

non-forfeitable on the grant date.

The Company recognized stock-based compensation expense of approximately $ 451,245 based on the grant-date

fair value of the awards.

May 15, 2026, the Company acquired 100 % of the equity interests of Time Is Loan Limited, a company incorporated under the laws of

Hong Kong, from the Seller in exchange for the issuance of 137,790 shares of common stock of the Company, par value $ 0.001 per share

to the Seller.

June 15, 2026, the Company acquired 41.67 % of the equity interests of Riches Family Office Limited, a company incorporated under the

laws of Hong Kong, from the seller in exchange for the issuance of 33,500 shares of common stock of the Company, par value $ 0.001 per

share (the “Shares”).

were 1,031,435 and 781,256 shares of Common Stock issued and outstanding as of June 30, 2026 and March 31, 2026, respectively.

In accordance with the relevant laws and regulations of the PRC, a subsidiary

of the Company established in the PRC is required to transfer 10% of its profit after taxation prepared in accordance with the accounting

regulations of the PRC to the statutory reserve until the reserve balance reaches 50% of the subsidiary’s paid-up capital.

reserve may be used to offset accumulated losses or increase the registered capital of the subsidiary, subject to the approval from the

PRC authorities, and are not available for dividend distribution to the shareholders.

The amount appropriated to statutory reserve for

the quarters ended June 30, 2026 and June 30, 2025 was $ 793 and $ 402 , respectively.

The balance of paid-up statutory reserve was $ 38,215

and $ 37,422 as of June 30, 2026 and March 31, 2026, respectively.

RISKS AND UNCERTAINTIES

17 unchanged sentences

currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date, which was 6.80 and 6.91

as of December 31, 2025 and March 31, 2025, respectively.

as of June 30, 2026 and March 31, 2026, respectively.

Revenue and expenses are translated at the average yearly exchange rates, which

was 7.091 and 7.188 , 7.160 and 7.197 for the three and nine months ended December 31, 2025 and 2024, respectively.

Equity is translated

at historical exchange rates.

Any translation adjustments resulting are not included in determining net income but are included in foreign

exchange adjustments to other comprehensive loss, a component of equity.

was 6.806 and 7.231 for the three months ended June 30, 2026 and 2025, respectively.

Equity is translated at historical exchange rates.

Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments to

other comprehensive loss, a component of equity.

Concentration

followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of December

following are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of June

30, 2026 and March 31, 2026.

manufacturing segment

SCHEDULE OF CONCENTRATION RISKS

high concentration as of December 31, 2025 was mainly due to business development of a large distributor of garments.

OF CONCENTRATION RISKS

June 30, 2026

March 31, 2026

concentration as of June 30, 2026 and March 31, 2026 was attributable to the remaining accounts receivable balance being due from a single

The Company did not generate revenue from its garment manufacturing business during the three months ended June 30, 2026.

services segment

management and subleasing segment

was no account receivable for the property management and subleasing segment as of December 31, 2025 and March 31, 2025.

June 30, 2026

March 31, 2026

services segment

June 30, 2026

March 31, 2026

services segment

of June 30, 2026, no individual borrower accounted for more than 10% of the gross loan receivables of the financing services business.

Concentration

the three months ended December 31, 2025, three customers from the logistics services segment provided more than 10% of total revenue

of the Company, representing 63.5 % of total revenue of the Company for that period.

For the nine months ended December 31, 2025, three

customers from the logistics services segment provided more than 10% of total revenue of the Company, representing 53.8 % of total revenue

of the Company for that period .

the three months ended December 31, 2024, three customers from the logistics services segment provided more than 10% of total revenue

of the Company, representing 48.6 % of total revenue of the Company for that period.

For the nine months ended December 31, 2024, two

customers from logistics services segment provided more than 10% of total revenue of the Company, representing 36.5 % of total revenue

of the Company for that period.

the three months ended June 30, 2026, one customer from the consulting service segment provided more than 10% of total consolidated revenue

of the Company, representing 60.8 % of total revenue of the Company.

the three months ended June 30, 2025, three customers from the logistics services segment each accounted for more than 10% of revenue

from continuing operations and, in the aggregate, represented approximately 53.9 % of the Company’s revenue from continuing operations

for the period.

Concentration

following tables summarize the purchases from five largest suppliers of each of the reportable segments for the three and nine months

ended December 31, 2025 and 2024.

SCHEDULE OF PURCHASES FROM SUPPLIERS

manufacturing segment

services segment

following tables summarize the purchases from five largest suppliers of each of the reportable segments for the three months ended June

30, 2026 and 2025.

OF PURCHASES FROM SUPPLIERS

Three months ended June 30,

Garment manufacturing segment

Logistics services segment

Consulting services segment

Financing service segment

Company’s exposure to interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the

interest income generated by cash invested in cash deposits and liquid investments.

As of December 31, 2025, the total outstanding borrowings

amounted to $ 717,849 (RMB 5,037,112 ) with various interest rate from 4.34 % to 16.2 % p.a.

As of June 30, 2026, the total outstanding bank

borrowings amounted to $ 720,142

(RMB 4,894,255 )

with various interest rates from 4.34 %

SUBSEQUENT EVENTS

Subsequent to December 31, 2025, the Company

evaluated subsequent events through the date the financial statements are issued.

On January 30, 2026, the Company held

its annual stockholders’ meeting.

Stockholders elected five directors and authorized the board to effect a reverse stock split

at a ratio between 1-for-2 and 1-for-250 .

February 6, 2026, the Company announced a proposed strategic acquisition of the offshore wealth management and cross-border service business

of Riches Group.

February 10, 2026, the Company entered into non-binding Memoranda of Understanding (“MOUs”) with two institutional investors

for a potential strategic equity investment of up to $ 200 million at a proposed price of $ 1.50 per share.

Definitive agreements are subject

to good faith negotiations and customary closing conditions.

February 11, 2026, the Company announced a proposed strategic acquisition of a Hong Kong–based AI-enabled licensed digital lending

The transaction, if completed, would expand the Company’s Asia-Pacific digital finance presence through AI credit technologies

and digital asset-related capabilities.

February 12, 2026, the Company announced advanced discussions with a significant global Bitcoin investor to explore collaboration on

a sovereign-aligned, regulatory-compliant stablecoin initiative in Southeast Asia.

These discussions align with its July 2025 disclosed

plan to pursue a strategic investment involving up to 12,000 BTC, are preliminary with no definitive agreements executed, and no assurance

of transaction completion.

than the foregoing, there were no material subsequent events requiring recognition or disclosure in the financial statements as of December

Company evaluated subsequent events occurring after June 30, 2026 through the date on which these unaudited condensed consolidated financial

statements were issued.

Conversion Agreement

July 27, 2026, the Company entered into a Loan Conversion Agreement with Seah Chia Yee, pursuant to which the Company agreed to

convert outstanding loan principal of $ 699,885 ,

together with $ 3,500

of accrued and unpaid interest, into 146,539

shares of the Company’s common stock at a conversion price of $ 4.80

The closing of the transaction was subject to customary closing

conditions, including applicable Nasdaq requirements.

On August 11, 2026, the Company issued

146,539 shares of common stock to Seah Chia Yee, upon which the outstanding loan principal and accrued interest were fully satisfied and

July 28, 2026, the Company entered into a private placement agreement with Pinnacle Partners Inc., pursuant to which the Company agreed

to issue and sell 250,000 shares of its common stock at a purchase price of $ 4.80 per share for aggregate gross proceeds of approximately

$ 1.2 million.

The closing of the private placement is subject to customary closing conditions.

July 30, 2026, the Company entered into separate private placement agreements with Mr.

Hong Zhihao, Mr.

Hong Zhiwang and Mr.

Yip Wai Lun, pursuant to which the Company agreed

to issue and sell an aggregate of 677,084 shares of its common stock at a purchase price of $ 4.80 per share for aggregate gross proceeds

of approximately $ 3.25 million.

Hong Zhihao and Mr.

Hong Zhiwang are related parties of the Company.

The related party subscriptions were reviewed

and approved by the Audit Committee and the Board of Directors.

The closing of the private placements is subject to customary closing

than the foregoing, the Company did not identify any material subsequent events requiring recognition or disclosure in the unaudited

condensed consolidated financial statements through the date the financial statements were issued.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements