11 unchanged sentences
have audited the accompanying consolidated balance sheet of Addentax Group Corp.
−Removed: (the “Company”) as of March 31, 2024
−Removed: and 2023, and the related consolidated statement of operations and comprehensive income (loss), changes in equity, and cash flow for
−Removed: the year ended March 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March
−Removed: 31, 2024 and 2023, and the result of its operations and its cash flow for year then ended March 31, 2024 and
−Removed: 2023, in conformity with accounting principles generally accepted in the United States.
+Added: (the “Company”) as of March 31, 2025, and
+Added: 2024, and the related consolidated statement of operations and comprehensive income (loss), changes in equity, and cash flow for the
+Added: year ended March 31, 2025, and 2024, and the related notes (collectively referred to as the “financial statements”).
+Added: opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025,
+Added: and 2024, and the result of its operations and its cash flow for year then ended March 31, 2025, and 2024, in conformity with accounting
+Added: principles generally accepted in the United States.
+Added: Paragraph – Going Concern
+Added: accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
+Added: fully described in Note 2(b) to the consolidated financial statements, the Company has incurred operating losses for the past two financial
+Added: years, which raises concerns about the Company’s ability to continue as a going concern.
+Added: These conditions indicate that a material
+Added: uncertainty exists that raise substantial doubt on the Company’s ability to continue as a going concern.
+Added: Management’s plans
+Added: in regard to these matters are also described in Note2(b) in the consolidated financial statements.
+Added: The consolidated financial statements
+Added: do not include any adjustments that might result from the outcome of this uncertainty.
financial statements are the responsibility of the Company’s management.
27 unchanged sentences
matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
−Removed: Company conducted transactions with its related parties and affiliates during the normal course of its business in 2024.
−Removed: has entered into a number of transactions with these related parties, including accrued of director remuneration which represented as
−Removed: costs and expenses to the Company.
−Removed: We identified the evaluation of the identification of related parties and related party transactions
−Removed: as a critical audit matter.
−Removed: Auditor judgment was involved in assessing the sufficiency of the procedures performed to identify related
−Removed: parties and related party transactions of the Company.
−Removed: the Critical Audit Matter Was Addressed in the Audit
−Removed: performed the following procedures to evaluate the identification of related parties and related party transactions by the Company:
−Removed: background checks, and reviewed other public research sources for information related to transactions between the Company and its
−Removed: related parties
−Removed: confirmations for account balances with related parties
−Removed: transaction details in the accounts payable system for transactions with related parties
−Removed: the Company’s reconciliation of its related parties’ transactions and balances
−Removed: expenses transactions between the Company and its related parties
−Removed: Accessed the related parties’ personal net worth
+Added: of the Matter
+Added: described in Note 2(b) to consolidated financial statements, the Company has a history of operating losses.
+Added: These conditions raise substantial
+Added: doubt about the Company’s ability to continue as a going concern.
+Added: Historically, the Company has relied principally on both operational
+Added: sources of cash and non-operational sources of equity and debt financing to fund its operations and business development.
+Added: The Company’s
+Added: ability to continue as a going concern depends on management’s ability to successfully execute its business plan which includes
+Added: increasing the utilization rate of existing staff and potential financing from public market or private placement.
+Added: However, there is
+Added: no assurance that the measures above can be achieved as planned.
+Added: significant unusual situation is a critical audit matter as it relates to a material disclosure of going concern and involved complex
+Added: estimation by management.
+Added: we Addressed the Matter in Our Audit
+Added: principal audit procedures included, among others:
+Added: Obtaining an understanding,
+Added: and evaluating management’s assessment on whether there are conditions or events that raise substantial doubt about the entity’s
+Added: ability to continue as a going concern for a reasonable period of time;
+Added: Assessing the management’s
+Added: plans and obtaining sufficient appropriate audit evidence to determine whether or not substantial doubt can be alleviated or still
+Added: Reviewing the relevant
+Added: disclosures to the consolidated financial statements.
Pan-China Singapore PAC ( 6255 )
−Removed: July 15, 2024
+Added: Chartered Accountants
+Added: June 30, 2025
AND SUBSIDIARIES
11 unchanged sentences
Amount due from related party
−Removed: Other receivables
Total current assets
3 unchanged sentences
Long-term prepayment
−Removed: Restricted Cash
Long-term receivables
21 unchanged sentences
( 8,569,190 )
−Removed: Accumulated other comprehensive income (loss)
−Removed: Total equity (deficit)
+Added: Accumulated other comprehensive income
TOTAL LIABILITIES AND EQUITY
17 unchanged sentences
( 1,816,970 )
+Added: ( 1,131,196 )
Change in fair value of warrants and embedded conversion feature
+Added: ( 2,339,448 )
Interest income
3 unchanged sentences
Other income (expenses), net
−Removed: INCOME BEFORE INCOME TAX EXPENSE
+Added: LOSS BEFORE INCOME TAX EXPENSE
$ ( 5,089,549 )
+Added: $ ( 3,097,813
Income tax expense
( 5,094,198 )
−Removed: Foreign currency translation gain / (loss)
−Removed: TOTAL COMPREHENSIVE INCOME
( 3,109,418 )
+Added: Foreign currency translation gain
+Added: TOTAL COMPREHENSIVE LOSS
+Added: $ ( 5,046,065 )
+Added: $ ( 3,026,928 )
EARNING PER SHARE
−Removed: Weighted average number of shares outstanding – Basic
−Removed: Weighted average number of shares outstanding – Diluted
+Added: Basic and diluted
+Added: Weighted average number of shares outstanding – Basic and diluted
accompanying notes to the consolidated financial statements.
3 unchanged sentences
THE YEARS ENDED MARCH 31, 2025 AND 2024
+Added: Statutory reserve
+Added: comprehensive loss
Retained earnings
2 unchanged sentences
comprehensive loss
−Removed: Equity (Deficit)
−Removed: BALANCE AT APRIL 1, 2022
+Added: BALANCE AT MARCH 31, 2023
$ ( 5,451,209 )
+Added: Issuance of common stocks before reversed split
+Added: Reverse stock split
( 33,655,878 )
−Removed: Issuance of common stocks
+Added: New shares for round up of fragmental shares
+Added: Issuance of new shares after reversed split
+Added: Additional paid-in capital from conversion of convertible debts
Appropriation of Statutory reserve
1 unchanged sentence
Net income for the year
−Removed: BALANCE AT MARCH 31, 2023
( 3,109,418 )
( 3,109,418 )
−Removed: Issuance of common stocks before reversed split
−Removed: Reverse stock split
+Added: BALANCE AT MARCH 31, 2024
$ ( 8,569,190 )
−Removed: New shares for round up of fragmental shares
−Removed: Issuance of new shares after reversed split
+Added: $ ( 8,569,190 )
+Added: Issuance of new shares
Additional paid-in capital from conversion of convertible debts
15 unchanged sentences
$ ( 5,094,198 )
+Added: $ ( 3,109,418 )
Adjustments to reconcile net income to net cash used in operating activities:
4 unchanged sentences
( 1,986,886 )
−Removed: ( 2,983,539 )
−Removed: Loss on debts extinguishment
+Added: (Gain)/Loss on debts extinguishment
Gain on bargain purchase
+Added: Loss from sale of property and equipment
+Added: Loss on disposal of subsidiary
Changes in operating assets and liabilities:
2 unchanged sentences
Other receivables
−Removed: ( 1,321,003 )
Accounts payables
−Removed: ( 1,262,127 )
Accrued expenses and other payables
Advances from customers
−Removed: Net cash used in operating activities
−Removed: $ ( 411,473 )
+Added: Net cash provided by (used in) operating activities
$ ( 411,473 )
1 unchanged sentence
Purchase of plant and equipment
−Removed: Purchase of debt securities
−Removed: ( 17,500,000 )
−Removed: Long-term receivables
−Removed: ( 2,500,000 )
Cash acquired from subsidiary
Cash decreased in disposal of subsidiaries
−Removed: ( 1,168,153 )
−Removed: Net cash provided by (used in) investing activities
+Added: Net cash (used in) provided by investing activities
$ ( 205,811 )
3 unchanged sentences
( 4,689,583 )
−Removed: ( 4,461,510 )
Cash advance to related parties
+Added: ( 3,817,099 )
+Added: ( 2,154,759 )
+Added: Repayment from related parties
Proceeds from bank borrowings
Repayment of bank borrowings
−Removed: Proceeds from issuance of convertible debt and warrants
Restricted cash
−Removed: ( 14,750,000 )
Payment of issuance cost of convertible notes
+Added: Payment for redemption of convertible debts
Proceeds from issuance of common stocks
−Removed: Net cash provided by financing activities
+Added: Net cash (used in) provided by financing activities
+Added: $ ( 1,102,141 )
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
7 unchanged sentences
Right-of-use assets obtained in exchange for operating lease obligations
−Removed: Transfer of Right-of-use assets due to disposal of subsidiary
−Removed: ( 3,025,985 )
accompanying notes to the consolidated financial statements.
35 unchanged sentences
Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd.
−Removed: Shantou Yi Bai Yi Garment Co., Ltd.
−Removed: Garment Manufacturing
−Removed: Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd.
Dongguan Aotesi Garments Co.,Ltd.
7 unchanged sentences
Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd.
−Removed: Shenzhen Yingxi Tongda Logistic Co., Ltd.
−Removed: Logistics Services
−Removed: Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd.
−Removed: Zhuang Hao Jia (Dongguan) Decoration Engineering Co.,Ltd.
−Removed: Building decoration designing
−Removed: Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd.
Dongguan Hongxiang Commercial Co., Ltd.
2 unchanged sentences
BASIS OF PRESENTATION
+Added: (a) Basis of Accounting
accompanying consolidated financial statements of the Company and its subsidiaries are prepared pursuant to the rules and regulations
1 unchanged sentence
All material inter-company accounts and transactions have been eliminated in consolidation.
+Added: (b) Going Concern
+Added: The Group has a history of operating losses, $ 5,094,198 and $ 3,109,418
+Added: and for the years ended March 31, 2025 and 2024.
+Added: These conditions raise substantial doubt about the Group’s ability to continue
+Added: as a going concern.
+Added: Historically, the Group has relied principally on both operational
+Added: sources of cash and non-operational sources of equity and debt financing to fund its operations and business development.
+Added: ability to continue as a going concern depends on management’s ability to successfully execute its business plan which includes
+Added: increasing the utilization rate of existing staff and potential financing from public market or private placement.
+Added: However, there is
+Added: no assurance that the measures above can be achieved as planned.
+Added: Nevertheless, management prepared the consolidated financial statements
+Added: assuming the Group will continue as a going concern.
+Added: The consolidated financial statements do not include any adjustments that might result
+Added: from the outcome of this uncertainty.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
78 unchanged sentences
The impairment loss is included in operating expenses as a movement in credit loss allowance.
−Removed: No allowance for doubtful accounts was
−Removed: made for the years ended March 31, 2024 and 2023.
+Added: Allowance for doubtful accounts was $ 49,457
+Added: and Nil for the years ended March 31, 2025 and 2024.
are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic
86 unchanged sentences
during the period.
−Removed: Ordinary equivalent shares consist of unvested restricted shares, ordinary shares issuable upon the exercise of outstanding
−Removed: share options using the treasury stock method, and ordinary shares issuable upon the conversion of convertible note, option and preferred
+Added: Ordinary equivalent shares consist of unvested restricted shares, Common Stock issuable upon the exercise of outstanding
+Added: share options using the treasury stock method, and Common Stock issuable upon the conversion of convertible note, option and preferred
shares using the if converted method.
1 unchanged sentence
calculation when inclusion of such shares would be anti-dilutive.
−Removed: weighted average numbers of dilutive potential ordinary shares was 5,339,039 for the year ended March 31, 2023.
−Removed: For the year ended March
−Removed: 31, 2024, all of the incremental shares from assumed conversions from convertible note and warrants were not included in the calculation
−Removed: of dilutive loss per share for the year ended March 31, 2024, because the effect of inclusion would be anti-dilutive.
Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”.
57 unchanged sentences
basis over the lease term.
−Removed: (m) Related parties
−Removed: Parties are considered to be related to the Company if the parties,
−Removed: directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.
−Removed: Related party also include principal owners of the Company, its management, members of the immediate families of principal owners of the
−Removed: Company and its management and other parties with which he Company may deal with if one party control or can significantly influence the
−Removed: management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing
−Removed: its own separate interests.
−Removed: The Company discloses all significant related party transactions.
+Added: Related parties
+Added: are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are
+Added: controlled by, or are under common control with the Company.
+Added: Related party also include principal owners of the Company, its management,
+Added: members of the immediate families of principal owners of the Company and its management and other parties with which he Company may deal
+Added: with if one party control or can significantly influence the management or operating policies of the other to an extent that one of the
+Added: transacting parties might be prevented from fully pursuing its own separate interests.
+Added: The Company discloses all significant related
+Added: party transactions.
Recently issued and adopted accounting pronouncements
18 unchanged sentences
DISPOSITION OF SUBSIDIARIES
−Removed: Company sold its subsidiary DY, the company in property management and subleasing segment on March 1, 2023 to a third party.
−Removed: After disposition,
−Removed: the subsidiary became third party to the Company.
−Removed: The Company will not have any business with DY nor the buyers after the disposal.
+Added: Company disposed of its subsidiary Shantou Yi Bai Yi Garment Co., Ltd, a PRC Company (“YBY”), a manufacturing company in
+Added: garment manufacturing segment at end of August 2024 to the local management of YBY.
+Added: After disposition, YBY became third party to the
+Added: The Company will not have any businesses with YBY.
+Added: The Company will carry on the garment manufacturing segment business through
+Added: other subsidiaries.
+Added: The disposition of YBY did not qualify as discontinued operations.
position of the entities at disposal date and gain or loss on disposal:
−Removed: Management and Subleasing Segment
+Added: Manufacturing Segment
SCHEDULE OF FINANCIAL POSITION OF ENTITIES AND GAIN OR LOSS ON DISPOSAL
−Removed: Financial position of DY
−Removed: March 1, 2023,
+Added: Financial position of YBY
+Added: August 31, 2024,
date of disposal
2 unchanged sentences
Current liabilities
−Removed: ( 2,032,110 )
−Removed: consideration was at the fair value as of date of disposal, which was also the carrying value of DY, resulting no gain or loss recognized
−Removed: on the disposal.
−Removed: BUSINESS ACQUISITION
−Removed: September 2023, the Company acquired a 100 % equity interest of Dongguan Hongxiang Commercial Co., Ltd (HX), an entity engaged in property
−Removed: management and subleasing services in Dongguan, Guangdong Province, for cash consideration of $ 438,470 (RMB 3.2 million).
−Removed: recognized gain on bargain purchase of $ 996 .
−Removed: The acquisition has been accounted for under the acquisition method of accounting in accordance
−Removed: with ASC 805, “Business Combinations”.
−Removed: The results of HX’s operations have been included in the consolidated financial
−Removed: statements since its acquisition date.
−Removed: following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition:
−Removed: OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
−Removed: September 5, 2023
−Removed: Other receivables
−Removed: Fixed assets, net
−Removed: Long-term prepayments
−Removed: Advance from customers
−Removed: Payroll payable
−Removed: Other tax payable
−Removed: Other payables
−Removed: Net book value at acquisition date
−Removed: Gain on bargain purchase
−Removed: Purchase price
−Removed: forma results of operation for this acquisition have not been presented because the effects of the acquisition were not material to the
−Removed: Company’s consolidated financial results.
+Added: consideration was Nil , with the reversal of related foreign currency translation reserve brought forward, resulting in a loss of $ 334,135
+Added: recognized on the disposal.
RELATED PARTY TRANSACTIONS
−Removed: SCHEDULE OF RELATED PARTIES RELATIONSHIP WITH THE COMPANY
+Added: OF RELATED PARTIES RELATIONSHIP WITH COMPANY
of Related Parties
4 unchanged sentences
legal representative of XKJ
−Removed: legal representative of YBY
+Added: legal representative of YBY, ceased to be related party at August 31, 2024 when YBY was disposed of.
Company leases Shenzhen XKJ office rent-free from Bihua Yang.
2 unchanged sentences
Company had the following related party balances at the end of the years:
−Removed: OF AMOUNT DUE FROM RELATED PARTY
+Added: OF RELATED PARTY BALANCES
Amount due from related party
2 unchanged sentences
Amount due from related
−Removed: increase of related party from Hong Zhida was short term loan to Hong Zhida, which is interest free and would be repaid in one year.
−Removed: increase of related party debt from Yang Bihua was mainly due to the cash paid in advance to Yang Bihua.
−Removed: During year ended March
−Removed: 31, 2024, the Company received financial support of approximately $ 1.44 million from Yang Bihua and provided a short term loan of
−Removed: approximately $ 1.92 million to Yang Bihua.
−Removed: OF RELATED PARTIES BORROWINGS
Related party borrowings
9 unchanged sentences
Company received financial support from Huang Dewu to fund company’s daily operation.
−Removed: The decrease is mainly due to repayment
−Removed: During year ended March 31, 2024, the Company received approximately $ 0.9 million and repaid $ 1.35 million of debts
−Removed: due to Huang Dewu.
+Added: The decrease is because YBY was disposed
+Added: of in August 2024.
borrowing balances of related parties are unsecured, non-interest bearing and repayable on demand.
16 unchanged sentences
The principal amount of the note is $ 17,500,000 .
−Removed: The note is renewable with one-year tenor on August 23, 2023 and 2.5 % p.a.
−Removed: As of March 31, 2024 and 2023, the coupon receivable
−Removed: is $ 437,500 and $ 218,750 , respectively.
−Removed: On August 23, 2023, the Company entered into an agreement to transfer the principal and coupon
−Removed: receivable to a third party.
−Removed: According to the agreement, the consideration receivable was $ 17,937,500 and interest free.
−Removed: guaranteed by Hongye Financial Consulting (Shenzhen) Co., Ltd., the company controlled by our CEO, Mr.
+Added: The note is renewable with one-year tenor on August 23, 2023 and 2.5 %
+Added: As of March 31, 2025 and 2024, the coupon receivable is $ 437,500
+Added: and $ 437,500 ,
+Added: respectively.
+Added: On August 23, 2024, the Company entered into an agreement to transfer the principal and coupon receivable to a third party.
+Added: The debt is guaranteed by Hongye Financial Consulting (Shenzhen) Co., Ltd., the company controlled by our CEO, Mr.
consist of the following as of March 31, 2025 and 2024:
1 unchanged sentence
Raw materials
−Removed: Work in progress
Finished goods
15 unchanged sentences
Other receivables
+Added: and other receivables
The coupon receivable of the debt security held-to-maturity was transferred together with the principal to a third party.
1 unchanged sentence
by Hongye Financial Consulting (Shenzhen) Co., Ltd., a company controlled by our CEO, Mr.
+Added: Hong Zhida (Note 7).
PLANT AND EQUIPMENT
and equipment consist of the following as of March 31, 2025 and 2024:
−Removed: OF PLANT AND EQUIPMENT
+Added: OF PROPERTY PLANT AND EQUIPMENT
Production plant
1 unchanged sentence
Office equipment
+Added: Property, plant and equipment gross
accumulated depreciation
5 unchanged sentences
The loan is interest free and will be expired in August 2025 .
+Added: It was reclassified to Other Receivables at March 31, 2025.
SHORT-TERM BANK LOAN
12 unchanged sentences
draw down day.
−Removed: The loans are guaranteed by the legal representative of XKJ at no cost.
−Removed: The first drawdown was in October 2023.
−Removed: that, the company did not exercise the agreement.
As of March 31, 2025, the Company has borrowed $ 406,300 (RMB 2,950,000 ) (March 31, 2024:
−Removed: Nil ) under this line of credit with annual interest rate of 3.9 %.
+Added: $ 110,799 ) under this line of credit
+Added: with annual interest rate of 3.9 %.
The revolving credit facility will be expired on February 1, 2026.
4 unchanged sentences
(RMB 187,500 ) (March 31, 2024:
−Removed: Nil ) under this line of credit with annual interest rate of 6.72 %.
−Removed: The loan facility will be expired on
−Removed: December 26, 2025.
+Added: RMB 437,500 ) under this line of credit with annual interest rate of 6.72 %.
+Added: The loan facility will be expired
+Added: on December 26, 2025 .
March 2024, PF entered into a new facility agreement with WeBank Co., Ltd.
−Removed: and obtained a line of credit, which allows the Company
−Removed: to borrow up to approximately $ 138,500 (RMB 1,000,000 ) for daily operations.
+Added: and obtained a line of credit, which allows the Company to
+Added: borrow up to approximately $ 137,729 (RMB 1,000,000 ) for daily operations.
As of March 31, 2025, the Company has borrowed $ 78,702 (RMB 571,429 )
(March 31, 2024:
−Removed: Nil ) under this line of credit with annual interest rate of 8.244 %.
+Added: $ 138,500 ) under this line of credit with annual interest rate of 8.244 %.
The loan facility will be expired on March
23 unchanged sentences
$ ( 1,189,972 )
+Added: $ ( 774,454 )
Temporary differences
13 unchanged sentences
value of sales and is payable by the purchaser.
−Removed: The subsidiaries HSW, YBY, AOT, ZHJ and YS enjoyed preferential VAT rate of 13 %.
−Removed: are required to remit the VAT they collect to the tax authority.
+Added: The subsidiaries HSW, AOT and YS enjoyed preferential VAT rate of 13 %.
+Added: Companies are
+Added: 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
21 unchanged sentences
OF SEGMENT REPORTING FOR REVENUE
−Removed: Revenues from external customers
Year ended March 31,
8 unchanged sentences
SCHEDULE OF SEGMENT REPORTING FOR INCOME FROM OPERATION
−Removed: manufacturing segment
−Removed: services segment
−Removed: management and subleasing
−Removed: of reportable segments
−Removed: consolidated loss from operations
+Added: Year ended March 31,
+Added: Garments manufacturing segment
+Added: Logistics services segment
+Added: Property management and subleasing
+Added: Total of reportable segments
+Added: $ ( 806,003 )
+Added: Corporate and other
+Added: ( 1,010,967 )
+Added: Total consolidated loss from operations
+Added: ( 1,816,970 )
+Added: ( 1,131,196 )
and amortization by segment for year ended March 31, 2025 and 2024 are as follows:
9 unchanged sentences
OF SEGMENT REPORTING FOR FINANCIAL COST
−Removed: manufacturing segment
−Removed: services segment
−Removed: management and subleasing
−Removed: of reportable segments
−Removed: consolidated financial cost
+Added: Year ended March 31,
+Added: Garments manufacturing segment
+Added: Logistics services segment
+Added: Property management and subleasing
+Added: Total of reportable segments
+Added: Corporate and other
+Added: Total consolidated financial cost
assets by segment as of March 31, 2025 and March 31, 2024 are as follows:
12 unchanged sentences
SCHEDULE OF GEOGRAPHICAL INFORMATION
+Added: Year ended March 31,
+Added: March 31, 2025
+Added: March 31, 2024
Long-Lived Assets
43 unchanged sentences
OF FINANCIAL INSTRUMENTS
−Removed: As of January 4, 2023
+Added: January 4, 2023
Derivative liabilities – Fair value of the Warrants
9 unchanged sentences
Carrying value – beginning balance
−Removed: Issuance of convertible notes
−Removed: Converted to ordinary shares
+Added: Converted to Common Stock
( 4,233,356 )
5 unchanged sentences
Carrying value – ending balance
−Removed: the year ended March 31 2024 and 2023, approximately $ 5.2 million and Nil of the convertible notes was converted into approximately 3.7
−Removed: million and Nil ordinary shares, with average effective conversion price of $ 1.4044 and Nil per share, respectively.
+Added: the year ended March 31 2025 and 2024, approximately $ 82,642 and 5.2 of the convertible notes was converted into approximately 132,994
+Added: and 3.7 Common Stock, with average effective conversion price of $ 0.6214 and $ 1.4044 per share, respectively.
July 13, 2023, the Company entered into a Waiver and Ratification Agreement with one of the holders of the Convertible Note.
1 unchanged sentence
or future claims, rights and obligations under the Convertible Note.
+Added: July 3, 2024, the Company and the investor to the outstanding Note entered into an amendment to the Note, whereby the Note’s maturity
+Added: date has been extended to July 4, 2025.
+Added: No other provision of the Note was amended and the Note continues in full force and effect.
Company’s derivative liabilities were as the following for the year ended March 31, 2025 and 2024:
3 unchanged sentences
Beginning balance
−Removed: Issuance of warrants
Marked to the market
( 1,761,604 )
−Removed: ( 2,013,260 )
Ending fair value
1 unchanged sentence
Beginning balance
−Removed: Issuance of convertible notes
−Removed: Converted to ordinary shares
+Added: Converted to Common Stock
Remeasurement on change of convertible price
29 unchanged sentences
Right-of-use assets obtained in exchange for new operating leases liabilities
−Removed: Transfer of Right-of-use assets due to disposal of subsidiary
−Removed: ( 3,025,985 )
Weighted average remaining lease term - Operating leases (years)
16 unchanged sentences
SHARE CAPITAL AND RESERVE
−Removed: August 2022, the Company completed its IPO and 5,000,000 ordinary shares were issued and sold to the public, with proceeds of approximately
+Added: August 2022, the Company completed its IPO and 5,000,000 Common Stock were issued and sold to the public, with proceeds of approximately
$ 20.2 million, net of underwriter commissions and relevant offering expenses.
2 unchanged sentences
January 2023, the Company increased its authorized share capital and the authorized share capital is US$ 250,000 divided into 250,000,000
−Removed: ordinary shares with par value of US$ 0.001 per share.
−Removed: Company effected the amendment and combination to the outstanding shares of our common stock into a lesser number of outstanding shares
+Added: Common Stock with par value of US$ 0.001 per share.
+Added: Company effected the amendment and combination to the outstanding shares of its common stock into a lesser number of outstanding shares
(the “Reverse Stock Split Amendment”) on a ratio of one-for-ten, with effected date on June 26, 2023.
−Removed: Through the reversed split, the number of shares was reduced by 33,655,839
−Removed: After the reversed split, the Company issued
−Removed: 1,644,188 ordinary shares with par value of US$ 0.001 per share.
−Removed: are 5,383,769 and 35,454,670 ordinary shares issued and outstanding at March 31, 2024 and 2023, respectively.
+Added: Through the reversed
+Added: split, the number of shares was reduced by 33,655,839 shares.
+Added: the reversed split, the Company issued 1,644,188 Common Stock with par value of US$ 0.001 per share.
+Added: April 29, 2024, the Company entered into two Private Placement Agreements (the “Agreement”) with certain individual investors
+Added: (the “Investors”) who are independent third parties, pursuant to which the Company issued to each of the investor 330,000
+Added: shares of its common stock, par value $ 0.001 per share, at a price of $ 0.98 per share (the “Common Stock”), resulting in
+Added: aggregate gross proceeds to the Company of $ 646,800 , which closed on the same day.
+Added: Pursuant to the Agreement, the Company issued an aggregate
+Added: of 660,000 unregistered shares of common stock to the Investors.
+Added: were 6,043,769 and 5,383,769 Common Stock issued and outstanding at March 31, 2025 and 2024, respectively.
accordance with the relevant laws and regulations of the PRC, the subsidiary of the Company established in the PRC is required to transfer
4 unchanged sentences
to the shareholders.
−Removed: The amount appropriated to statutory reserve for the years ended March 31, 2024 and 2023 were $ 8,563 and $ 14,636 ,
−Removed: respectively.
+Added: The amount appropriated to statutory reserve for the years ended March 31, 2025 and 2024 were $ 402 and $ 8,563 , respectively.
The balance of paid-up statutory reserve was $ 37,422 and $ 37,020 as of March 31, 2025 and 2024, respectively.
2 unchanged sentences
Investment income
−Removed: Loss on debts extinguishment
+Added: Gain/(Loss) on debts extinguishment
+Added: Loss on disposal of PPA
+Added: Loss on disposal of subsidiary
Gain on bargain purchase
21 unchanged sentences
currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date, which are 7.26 and 7.22
−Removed: as at March 31, 2024 and March 31, 2023, respectively.
+Added: at March 31, 2025 and March 31, 2024, respectively.
Revenue and expenses are translated at the average yearly exchange rates, which
25 unchanged sentences
Property management and subleasing
−Removed: No supplier provided more than 10% of our raw materials purchases for the years ended March 31, 2024.
−Removed: Two suppliers provided more than 10% of our raw materials purchases for
−Removed: the years ended March 31, 2023.
+Added: supplier provided more than 10% of our raw materials purchases for the years ended March 31, 2025 and 2024.
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.
−Removed: As of March 31, 2024, the total outstanding borrowings
−Removed: amounted to $ 440,671 (RMB 3.2 million) with various interest rate from 4.34 % to 8.24 % p.a.
+Added: As of March 31, 2025, the total outstanding
+Added: borrowings amounted to $ 640,878
+Added: million) with various interest rate from 4.34 %
+Added: p.a.(Note 13) .
SUBSEQUENT EVENTS
−Removed: focus on the core businesses of the Group, the Company dissolved one of its subsidiaries, Shenzhen Yingxi Tongda Logistic Co., Ltd.
−Removed: in April 2024, and is in the process of dissolving another subsidiary, Zhuang Hao Jia (Dongguan) Decoration Engineering Co., Ltd.
−Removed: up to the date of this report.
−Removed: April 1, 2024, the Company received a written notice from the Listing Qualifications department of The Nasdaq Stock Market stating that
−Removed: because the Company has not yet held an annual meeting of shareholders within 12 months of the end of the Company’s fiscal year
−Removed: end, and it no longer complies with Nasdaq Listing Rule 5620(a) for continued listing on The Nasdaq Capital Market.
−Removed: The Company has 45
−Removed: calendar days from the date of the notice, to submit a plan to regain compliance and, if Nasdaq accepts the plan, it may grant an exception
−Removed: of up to 180 calendar days from the fiscal year end, or until September 27, 2024, to regain compliance.
−Removed: The Company intends to submit
−Removed: a compliance plan within the specified period, which it expects will consist of holding an annual meeting of stockholders.
−Removed: compliance plan is pending, the Company’s securities will continue to trade on NASDAQ.
−Removed: Company received a notice dated April 24, 2024, from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock
−Removed: Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share of its ordinary shares was below $ 1.00 for
+Added: Company received a letter dated April 9, 2025 from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock
+Added: Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share of its common stock was below $ 1.00 for
a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing
Rule 5550(a)(2) (the “Minimum Bid Price Rule”).
−Removed: The Nasdaq notification letter does not result in the immediate delisting
−Removed: of the Company’s ordinary shares, and the shares will continue to trade uninterrupted under the symbol “ATXG.”
+Added: The Nasdaq letter does not result in the immediate delisting of the Company’s
+Added: shares of common stock, and the shares will continue to trade uninterrupted under the symbol “ATXG.”
to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until October
−Removed: 21, 2024 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement.
−Removed: If at any time
−Removed: during the Compliance Period, the closing bid price per share of the Company’s ordinary shares is at least $ 1.00 for a minimum
−Removed: of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
−Removed: the event the Company does not regain compliance by October 21, 2024, the Company may be eligible for an additional 180 calendar day
−Removed: grace period.
−Removed: To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares
−Removed: and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need
−Removed: to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse
−Removed: stock split, if necessary.
−Removed: If the Company chooses to implement a reverse stock split, it must complete the split no later than ten (10)
−Removed: business days prior to October 21, 2024, or the expiration of the second compliance period if granted.
−Removed: April 29, 2024, the Company entered into two Private Placement Agreements (the “Agreement”) with certain individual investors
−Removed: (the “Investors”) who are independent third parties, pursuant to which the Company issued to each of the investor 330,000
−Removed: shares of its common stock, par value $ 0.001 per share, at a price of $ 0.98 per share (the “Common Stock”), resulting in
−Removed: aggregate gross proceeds to the Company of $ 646,800 , which closed on the same day.
−Removed: The Agreement contains customary representations,
−Removed: warranties, covenants, conditions and indemnities for agreements of this type.
−Removed: Pursuant to the Agreement, the Company issued an aggregate
−Removed: of 660,000 unregistered shares of common stock to the Investors.
−Removed: April 26, 2024, Ms.
−Removed: Yu Jiaxin (“Ms.
−Removed: Yu”) resigned as an independent director and the chairperson of the Compensation Committee,
−Removed: an audit Committee member and a nominating and corporate governance committee member of Addentax Group Corp.
−Removed: (the “Company”).
−Removed: Yu’s resignation was effective immediately.
−Removed: There was no disagreement between Ms.
−Removed: Yu and the Company on any matter relating
−Removed: to the Company’s operations, policies or practices, which resulted in their resignation.
−Removed: the same day, the Board of Directors (the “Board”) of the Company appointed Mr.
−Removed: Li Weilin (“Mr.
−Removed: Li”) as an independent
−Removed: Li will serve as the chairperson of the Compensation Committee, an audit Committee member and a nominating and corporate
−Removed: governance committee member of the Company.
−Removed: the Annual Meeting of the Stockholders held on June 28, 2024, the stockholders approved the 2024 Equity Incentive Plan.
−Removed: The Incentive
−Removed: Plan is designed to enable the flexibility to grant equity awards to our key management employees, directors and consultants and to ensure
−Removed: that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation
−Removed: The Company reserved 1,345,000 shares of our Common Stock for issuance under the Incentive Plan.
−Removed: Unless sooner terminated,
−Removed: no Awards may be granted under the Incentive Plan after May 17, 2034.
−Removed: Shares available for Awards under the Incentive Plan may be either
−Removed: newly-issued shares or treasury shares.
−Removed: Subject to the provisions of the Incentive Plan, the Committee determines the persons to whom
−Removed: grants of options, including but not limited to Stock Appreciation Rights (“SAR”), shares of restricted stock and other stock-based
−Removed: awards are to be made, the number of shares of common stock to be covered by each grant and all other terms and conditions of the grant.
−Removed: If an option is granted, the Committee determines whether the option is an incentive stock option or a nonstatutory stock option, the
−Removed: option’s term, vesting and exercisability, the amount and type of consideration to be paid to our company upon the option’s
−Removed: exercise and the other terms and conditions of the grant.
−Removed: The terms and conditions of restricted stock and SAR Awards are also determined
−Removed: by the Committee.
−Removed: The costs and expenses of administering the Incentive Plan are borne by the Company.
−Removed: As of the date of this annual
−Removed: report, no incentive share has been granted to any eligible recipients.
−Removed: the Annual Meeting, the Stockholders have approved to authorize the Company’s Board of Directors to amend the Company’s articles
−Removed: of incorporation, as amended, to combine outstanding shares of the Company’s common stock into a lesser number of outstanding shares,
−Removed: a “Reverse Stock Split,” by a ratio of not less than one-for-two and not more than one-for-one hundred, with the exact
−Removed: ratio to be set within this range by the Company’s Board of Directors in its sole discretion.
−Removed: July 2024, the Company entered into agreement with the holder of the convertible notes to extend the maturity date to July 4, 2025.
−Removed: than the extension of the maturity date, there is no other amendment to the original note.
−Removed: The original note will continue in full force
+Added: 6, 2025 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Rule.
+Added: If at any time during the Compliance
+Added: Period, the closing bid price per share of the Company’s common stock is at least $ 1.00 for a minimum of ten (10) consecutive business
+Added: days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
+Added: the event the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for an additional 180
+Added: calendar day grace period.
+Added: To qualify, the Company will be required to meet the continued listing requirement for market value of publicly
+Added: held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and
+Added: will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting
+Added: a reverse stock split, if necessary.
+Added: If the Company chooses to implement a reverse stock split, it must complete the split no later than
+Added: ten (10) business days prior to the end of the Compliance Period, or the end of the second compliance period if granted.
+Added: May 2025, the Company disposed of the subsidiary ATO to a related party with a loss of approximately $ 8,604 .
are no other subsequent events have occurred that would require recognition or disclosure in the financial statements.
1 unchanged sentence
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.