Kandal M Venture Limited reported revenue of US$17,128,067 for the year ended March 31, 2026, a 0.3% decline from 2025 as leather goods sales were essentially flat. Gross profit fell to US$3,243,017 and gross margin to 18.9%, mainly from additional production supervisors, quality control personnel and higher indirect material and overhead costs.
Income from operations was US$322,220, while sharply lower interest expense helped lift net income 12.4% to US$235,625, or US$0.01 per share. Operating cash flow swung to an outflow of US$(1,884,807) due to higher inventories and receivables and lower payables. An IPO generated net proceeds of US$8,014,981, enabling repayment of US$5,088,600 of borrowings and significant related-party balances. The company ended March 31, 2026 with US$3,583,757 in cash, no bank borrowings, and total equity of US$8,049,264, including US$7,435,512 of share premium. Kandal invested US$2,500,000 in an associate and, on June 16, 2026, secured access to a growth capital facility earmarked for equipment and technology upgrades in Cambodia and the Philippines to support its tech-enabled, multi-country manufacturing platform.
Kandal M Venture Limited, a Cayman Islands holding company listed on Nasdaq through its Class A ordinary shares, files an annual report covering its handbag manufacturing operations conducted in Cambodia via subsidiary FMF Manufacturing Co., Ltd. The reporting currency is U.S. dollars and the fiscal year ends on March 31.
As of March 31, 2026, there were 15,300,000 Class A and 3,000,000 Class B ordinary shares outstanding. Revenue is highly concentrated: one customer accounted for 74.2% of total revenue in the year ended March 31, 2026 and 79.8% in 2025, with only three and four customers, respectively, generating all revenue.
The company highlights extensive risks from operating in Cambodia, including evolving laws, potential foreign exchange controls, labor cost increases, environmental and safety compliance, and protection of factory assets. Additional risks include supply-chain and global shipping disruptions, reliance on dividends from subsidiaries, exposure to global economic conditions and fashion trends, foreign exchange movements, and legal enforceability and governance issues tied to its status as a Cayman-incorporated foreign private issuer and emerging growth company. The company states it currently intends to retain earnings and does not expect to pay dividends in the foreseeable future.
Kandal M Venture Limited has postponed its extraordinary general meeting of shareholders that was originally scheduled for July 9, 2026. The board decided to delay the meeting in order to adjust the proposal that had been outlined in the June 16, 2026 EGM notice.
The company has posted a postponement notice on its corporate website and will also send information about the updated arrangements to shareholders. Any proxy cards already submitted for the July 9 meeting will be disregarded, so shareholders will need to follow new instructions once a revised meeting date and proposals are provided.
Kandal M Venture Limited filed a Form F-3 shelf registration to permit the resale by a selling shareholder of up to 30,769,230 Class A Ordinary Shares, issuable upon conversion of senior convertible promissory notes (the “Notes”).
The Notes were issued under a Securities Purchase Agreement providing for up to $25,000,000 aggregate principal (including two initial closings of $1,000,000 each) and use an assumed conversion price of $0.065 (the floor price of the Second Note). The Company will not receive proceeds from the resale of the Class A Ordinary Shares registered hereunder.
As of July 7, 2026, the prospectus states there were 15,300,000 Class A Ordinary Shares outstanding, and that shares outstanding after giving effect to the registered issuance would be 46,069,230 Class A Ordinary Shares. The Company’s Class A Ordinary Shares trade on Nasdaq under the symbol FMFC.
Kandal M Venture Limited is expanding its previously announced convertible note financing with a second closing. The company issued a new senior unsecured convertible promissory note with an original principal amount of $1,000,000 to an institutional investor under a larger facility of up to $25,000,000.
The new note bears interest at 10% per year, matures on June 5, 2029, and can be converted into Class A ordinary shares at 105% of the principal converted, subject to the agreement terms. Revere Securities LLC acts as exclusive placement agent, earning a 5% placement fee on gross proceeds plus advisory fees of $20,000 at engagement, at the initial closing, and at each additional closing.
Kandal M Venture Limited reports that Nasdaq has granted it an additional 180-day period, until December 21, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1 per share for continued listing.
The company previously had until June 22, 2026 to cure the deficiency. If it does not meet the $1 minimum bid price by the new deadline, Nasdaq staff may move to delist its securities, though the company would have the right to appeal to a Hearings Panel. Kandal M Venture Limited states it is evaluating options and intends to regain compliance, but there is no assurance it will do so.
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.