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Kandal M Venture Limited has called an extraordinary general meeting on July 9, 2026 to ask shareholders to approve a 1-for-16 share consolidation of both its Class A and Class B ordinary shares. The board would set the effective date, which must be on or before September 30, 2026.
The consolidation would change the authorized share capital from 5,000,000,000 shares of par value US$0.00001 each to 312,500,000 shares of par value US$0.00016 each, without altering shareholders’ proportional ownership except for rounding up fractional shares. As of the June 5, 2026 record date, 15,300,000 Class A and 3,000,000 Class B shares were outstanding.
The board explains that the reverse split is intended to raise the trading price of the Class A shares to help regain compliance with Nasdaq’s US$1.00 minimum bid price requirement, after the company received a 180-day cure period and requested an additional 180-day extension.
Kandal M Venture Limited reported that its subsidiary Padachi M completed a second agreement to acquire an additional 15% of the issued share capital of Dumaine International Ltd for aggregate cash consideration of US$2.5 million, funded solely from Padachi M’s cash on hand. The price was set after arm’s length negotiations, referencing a valuation report dated January 30, 2026 prepared by Moore Transaction Services Limited. The deal is a related parties transaction, as sellers Mr. Miao Duncan and Mr. Miao Tai Wai, David are major shareholders and insiders, and it was approved by the Company’s board on June 8, 2026. Dumaine’s ownership shifted from 15% to 30% for Padachi M, with corresponding reductions for the two sellers, increasing the Group’s exposure to Dumaine’s luxury handbag manufacturing business.
Kandal M Venture Limited entered a securities purchase agreement with an institutional investor for up to $25,000,000 in senior unsecured convertible promissory notes. An initial note of $1,000,000 closed on June 5, 2026. The notes bear interest at 10% annually, rising to 18% upon an event of default, and mature three years after issuance unless earlier converted, redeemed or extended.
The notes are convertible at any time after issuance into Class A ordinary shares at 105% of the principal converted, subject to a 9.99% Beneficial Ownership Limitation. Kandal M Venture engaged Revere Securities LLC as exclusive placement agent, agreeing to a 5% placement fee on gross proceeds, fixed advisory fees, and additional expense allowances in connection with each tranche of the offering.
Kandal M Venture Limited reported a change in the title of a senior officer. The company previously designated Mr. LAM Tai Mau as Financial Controller with the same responsibilities as the former Chief Financial Officer, effective May 11, 2026. As of June 2, 2026, his formal title has been changed to Chief Financial Officer, aligning his title with his existing work scope.
Kandal M Venture Limited reports changes involving its directors or certain officers. The company thanks Mr. Kwok for his contributions and introduces Mr. Lam, who brings over 15 years of senior financial management experience across manufacturing and retail sectors in multinational corporations.
Mr. Lam previously served as senior finance manager at Grand Nice Development Limited, a subsidiary of Texwinca Holdings Limited, from August 2023 to May 2026. He holds a Bachelor of Business Administration from the University of Hong Kong and has no family ties or material related-party transactions with the company.
Kandal M Venture Limited issued general guidance for the fiscal year ended March 31, 2026, indicating that both revenue and net income are expected to increase versus the prior year. For fiscal 2025, the company reported revenue of about $17.2 million and net income of roughly $210,000, or $0.01 per share.
For the first six months of fiscal 2026 ended September 30, 2025, Kandal generated revenue of about $7.9 million and net income of approximately $169,000, also $0.01 per share. The company highlighted a zero-debt balance sheet and adequate cash, and outlined a strategy to diversify sales toward markets such as the U.K., Japan, Asia, the Middle East and Europe to lessen U.S. tariff pressures and support growth.
Kandal M Venture Limited, through its wholly owned subsidiary Padachi M Venture Limited, will enter into a convertible bond purchase agreement with Dumaine International Ltd to acquire $2.5 million of newly issued senior unsecured convertible bonds. The bonds bear 6% annual interest, payable in cash semi-annually, and mature five years from issuance unless earlier converted or repaid.
Padachi M already owns 15% of Dumaine’s issued share capital, while 38.25% is owned by Director and chairman Mr. Miao Duncan and 46.75% by Mr. Miao Tai Wai, David. The deal is a related party transaction and has been approved by the Company’s board of Directors and audit committee.
Kandal M Venture Limited, parent of Cambodian leather goods manufacturer FMF and listed on Nasdaq as FMFC, reported unaudited results for the six months ended September 30, 2025. Revenue fell to US$7.9M from US$9.5M, mainly due to higher U.S. import tariffs and related discounts.
Gross profit declined to US$1.5M, with margin contracting from about 23.8% to 18.7% as materials and labor costs rose. Net income dropped to US$168,855 from US$651,621, while basic and diluted EPS decreased from US$0.04 to US$0.01.
Following its June–July 2025 IPO, total equity increased to US$8.0M and all US$5.1M of short-term borrowings were repaid, lifting cash and cash equivalents to US$1.66M. The company also made an US$3.9M loan to a third party, later fully collected in March 2026.
On December 22, 2025, FMFC received a Nasdaq notice for non-compliance with the US$1.00 minimum bid price requirement but retained its listing and was granted an initial 180-day cure period. In March 2026, a subsidiary agreed to acquire 15% of Dumaine International Limited for US$2.5M.
Kandal M Venture Limited reports that its previously announced sales and purchase agreement to acquire 15% of the issued share capital of Dumaine International Ltd has been completed on March 11, 2026. The transaction is classified as a related party transaction.
Before completion, Dumaine was owned 45% by Mr. Miao Duncan and 55% by Mr. Miao Tai Wai, David. After completion, Dumaine’s issued share capital is owned 15% by Padachi M, 38.25% by Mr. Miao Duncan and 46.75% by Mr. Miao Tai Wai, David. Mr. Miao Duncan is the Company’s director and chairman, and the controlling shareholder DMD Venture Limited is owned 45% by him and 55% by Mr. Miao Tai Wai, David. A copy of the acquisition agreement is included as Exhibit 10.1.
Kandal M Venture Limited reported weaker results for the six months ended September 30, 2025, with revenue down about 17.0% to US$7,903,629 from US$9,523,465 a year earlier. Higher U.S. import tariffs and rising material and labor costs pressured performance.
Gross profit fell to US$1,479,542, and gross margin declined from about 23.8% to 18.7%. Net income dropped sharply to US$168,855 from US$651,621, with EPS down to US$0.01 from US$0.04.
Operating cash flow swung to an outflow of US$2,118,963, while net cash from financing was US$7,811,814, mainly from IPO proceeds of US$8,014,981 and repayment of related-party loans and borrowings. The balance sheet strengthened as borrowings fell to zero and total equity rose to US$7,982,494 as of September 30, 2025.
Strategically, Kandal agreed to invest US$2.5 million in a 15% stake in Dumaine International Ltd to expand manufacturing into the Philippines and appointed Mr. Fok Yui Kwong as Executive Director and CEO effective February 1, 2026. The company also highlighted total new orders of about US$17.2 million for the Trans 2026 season.