K‑Tech Solutions (KMRK) swings to loss and flags going concern risks

Rhea-AI Filing Summary

K‑Tech Solutions Company Limited reported unaudited results for the six months ended September 30, 2025, showing revenue of $10,886,381 and a net loss of $494,247, compared with a profit a year earlier. Gross profit was $1,493,455, while general and administrative expenses rose sharply to $1,788,534, mainly from listing-related professional fees.

Operating cash flow swung to an outflow of $1,976,705, but cash and cash equivalents increased to $7,484,589, supported by net IPO proceeds of $5,285,556. Total shareholders’ equity reached $7,571,462. Management noted that the loss and negative operating cash flow raise substantial doubt about the group’s ability to continue as a going concern, but believes this is alleviated by positive net assets and a confirmed financial support commitment from a significant shareholder. Subsequent events include a cooperation memorandum on brain-computing projects and a joint venture framework to develop crypto mining, AI and high‑performance computing data centers targeting 100MW to 500MW of IT capacity.

Insights

Equity analyst

Losses and cash burn raise going‑concern risk despite fresh equity and growth plans.

K‑Tech Solutions moved from profit to a net loss of $494,247 on $10,886,381 revenue, as general and administrative costs nearly doubled to $1,788,534 due largely to listing expenses. Operating activities used $1,976,705 of cash, an important stress signal.

At the same time, the balance sheet strengthened after IPO proceeds of $5,285,556, lifting cash to $7,484,589 and equity to $7,571,462. Management explicitly acknowledges conditions that raise substantial doubt about going concern but points to net assets and a significant shareholder’s unconditional support letter covering at least twelve months.

Subsequent agreements for brain‑computing collaborations and a joint venture targeting 100MW–500MW of crypto, AI and high‑performance computing capacity outline an expansion path. Actual impact will depend on execution, funding and future contracts, which may be detailed in later company filings for periods after September 30, 2025.

Key Figures

Revenue: $10,886,381 Net (loss) / income: ($494,247) Net cash from operating activities: ($1,976,705) +5 more

8 metrics

Revenue $10,886,381 Six months ended September 30, 2025

Net (loss) / income ($494,247) Six months ended September 30, 2025

Net cash from operating activities ($1,976,705) Six months ended September 30, 2025

Cash and cash equivalents $7,484,589 As of September 30, 2025

Total shareholders’ equity $7,571,462 As of September 30, 2025

IPO net proceeds $5,285,556 Six months ended September 30, 2025

General and administrative expenses $1,788,534 Six months ended September 30, 2025

Target JV IT capacity 100MW–500MW Planned crypto, AI and HPC data centers

Key Terms

emerging growth company, going concern, initial public offering, Brain Computing Interface, +2 more

6 terms

emerging growth company regulatory

"We are an “emerging growth company”, as defined in the Jumpstart Our Business Startup Act"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

going concern financial

"raise substantial doubt about the Group's ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

initial public offering financial

"Proceeds from initial public offering, net"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Brain Computing Interface technical

"cooperation framework in the development of Boardware’s Brain Computing Interface projects"

crypto mining technical

"develop, own, finance, construct, operate and maintain crypto mining, artificial intelligence, and high-performance computing data centers"

Crypto mining is the process where computers compete to solve complex math puzzles to validate transactions and add new blocks to a blockchain, earning newly created cryptocurrency and transaction fees as a reward. It matters to investors because mining operations create revenue streams but also carry big costs and risks — like electricity, hardware, price swings, and regulation — so changes in mining profitability can affect a miner’s value and broader crypto markets.

Inline XBRL regulatory

"Inline XBRL Instance Document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES ACT OF 1933

For the month of April 2026

Commission File Number: 001-42415

K-TECH SOLUTIONS COMPANY LIMITED

(Name of Registrant)

Unit A, 7/F, Mai On Industrial Building

17-21 Kung Yip Street, Kwai Chung

New Territories, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

K-TECH SOLUTIONS COMPANY LIMITED Reports Financial Results for the Six Months Ended September 30, 2025

K-TECH SOLUTIONS COMPANY LIMITED (the “Company”) is furnishing this current report on Form 6-K to provide its unaudited condensed consolidated financial statements for the six months ended September 30, 2025, and to provide its Management’s Discussion and Analysis of Financial Condition and Results of Operations with respect to such financial statements.

The unaudited condensed consolidated financial statements as of September 30, 2025 are attached to this Form 6-K as Exhibit 99.1. These unaudited condensed consolidated financial statements have not been reviewed on behalf of the shareholders by the independent external auditors of the Company.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 6-K and the exhibits hereto contain certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions.

Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to significant risks and uncertainties that are described more fully in “Item 3. Key Information-D. Risk Factors” on our annual report on Form 20-F filed with the SEC on August 15, 2025. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Fluctuations in our future financial results may negatively impact the value of our ordinary shares. In addition to these important factors, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things:

● Assumptions about our future financial and operating results, including revenue, income expenditures, cash balances, and other financial items;

● Our ability to execute our growth, and expansion, including our ability to meet our goals;

● Current and future economic and political conditions;

● Our capital requirements and our ability to raise any additional financing which we may require;

● Our ability to attract clients and further enhance our brand recognition;

● Our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

● Trends and competition in the toy industry;

● Other assumption described in this report underlying or relating to any forward-looking statements.

1

Should one or more of the foregoing risks or uncertainties materialize, should any of our assumptions prove incorrect, or should we be unable to address any of the foregoing factors, our actual results may vary in material and adverse respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s report and other filings with the U.S. Securities and Exchange Commission. As a result, you are cautioned not to rely on any forward-looking statements.

Financial Statements and Exhibits.

Exhibits:

Exhibit No.		Description
99.1		Unaudited Condensed Consolidated Financial Statements as of September 30, 2025 and for the Six Months Ended September 30, 2025 and 2024.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	K-Tech Solutions Company Limited
Date: April 16, 2026	By:	/s/ Kwok Yiu Keung
		Kwok Yiu Keung
		Chief Executive Officer

3

Exhibit 99.1

K-TECH SOLUTIONS COMPANY LIMITED AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

		As of
		September 30,				March 31,
		2025				2025
		US$				US$
Assets
Current assets:
Cash and cash equivalents			7,484,589				4,373,256
Account receivable, net			3,086,303				1,387,915
Amount due from related parties, net			1,941				-
Tax refundable			-				97,858
Prepayments, deposits and other receivable			38,293				454,700
Total current assets			10,611,126				6,313,729
Non-current assets:
Property, plant and equipment			191,881				250,821
Right-of-use assets - finance lease			240,839				328,203
Deferred tax assets			39,566				32,859
Total non-current assets			472,286				611,883
TOTAL ASSETS			11,083,412				6,925,612
Liabilities
Current liabilities:
Bank loans – current			171,043				184,334
Accounts payable			1,614,292				1,716,216
Other payables and accruals liabilities			136,437				168,170
Contract liabilities			415,597				430,735
Amounts due to related parties			157,255				450,894
Tax payable			14,238				-
Current lease liabilities under finance leases			179,201				175,315
Total current liabilities			2,688,063				3,125,664
Non-current liabilities
Bank loans			763,343				854,859
Non-current lease liabilities under finance leases			60,544				151,968
Total non-current liabilities			823,887				1,006,827
TOTAL LIABILITIES			3,511,950				4,132,491
Commitments and contingencies			-				-
Shareholders’ equity
Ordinary shares (US$0.0001) par value, 500,000,000 shares authorized; and 21,100,000 and 19,500,000 shares issued and outstanding at September 30, 2025 and March 31, 2025 respectively			2,110				-	*
Additional paid-in capital			5,283,446				-
Translation reserve			11,731				24,699
Retained earnings			2,274,175				2,768,422
Total shareholders’ equity			7,571,462				2,793,121
TOTAL LIABILITIES AND EQUITY			11,083,412				6,925,612

* Amount is immaterial and below US$1.00

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

K-TECH SOLUTIONS COMPANY LIMITED AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

		For the Six Months ended September 30,
		2025				2024
		US$				US$
Revenues			10,886,381				12,410,490
Cost of revenues			(9,392,926	)			(10,798,640	)
Gross profit			1,493,455				1,611,850
Operating expenses
Selling and distribution expenses			(140,886	)			(23,623	)
General and administrative expenses			(1,788,534	)			(955,787	)
Total operating expenses			(1,929,420	)			(979,410	)
Income from operations			(435,965	)			632,440
Other income:
Other income			25				-
Exchange difference			37,676				18,577
Interest income, net			8,630				14,442
Total other income, net			46,331				33,019
(Loss) / Income before tax expenses			(389,634	)			665,459
Income tax expenses			(104,613	)			(79,484	)
Net (loss) / income			(494,247	)			585,975
Other comprehensive (loss) / income, net of tax
Foreign currency translation adjustment			(12,968	)			18,014
Total other comprehensive (loss) / income			(507,215	)			603,989
Net (Loss) / Income per share attributable to ordinary shareholders
Basic and diluted			21,100,000				19,500,000
Weighted average number of ordinary shares used in computing net income per share			(0.024	)			0.0310

F-2

K-TECH SOLUTIONS COMPANY LIMITED AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

		Ordinary share (US$0.0001 par value)								Translation				Additional paid-in				Retained				Total Stockholders’
		Number of Shares				Amount US$				reserve US$				capital US$				earnings US$				Equity US$
Balance as of April 1, 2024			19,500,000				-	*			511				-				2,280,465				2,280,976
Net income			-				-				18,014				-				585,975				603,989
Balance as of September 30, 2024			19,500,000				-	*			18,525				-				2,866,440				2,884,965
Balance as of April 1, 2025			19,500,000				-	*			24,699				-				2,768,422				2,793,121
Proceeds from initial public offering, net			1,600,000				2,110				-				5,283,446				-				5,285,556
Net loss			-				-				(12,968	)			-				(494,247	)			(507,215	)
Balance as of September 30, 2025			21,100,000				2,110				11,731				5,283,446				2,274,175				7,571,462

* Amount is immaterial and below US$1.00

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

K-TECH SOLUTIONS COMPANY LIMITED AND SUBSIDIARY
UNAUDITED INTERIM CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”)

		Six months ended September 30,
		2025				2024
		US$				US$
Cash flows from operating activities:
Net (loss) /  income			(494,247	)			585,975
Adjustments to reconcile net income to net cash (used in)/generated from operating activities:
Income tax expenses			-				79,484
Depreciation of property, plant and equipment			57,970				58,017
Amortization of right-of-use assets			85,784				70,107
Interest income			(40,096	)			(53,285	)
Reversal of allowance for credit losses			-				(10,757	)
Interest expenses			31,466				38,823
Unrealized foreign exchange loss/(gain)			-				(52,544	)
Changes in operating assets and liabilities:
Accounts receivable			(1,704,317	)			(1,964,310	)
Prepayments, deposits and other receivables			414,465				(131,789	)
Amount due from related parties			(1,941	)			-
Accounts payable			(94,593	)			668,348
Other payables and accrued liabilities			(31,014	)			206,564
Contract liabilities			(13,298	)			(82,103	)
Amounts due to related parties			(291,729	)			719,695
Income tax received / (paid)			104,845				(94,470	)
Net cash (used in) / generated from operating activities			(1,976,705	)			37,755
Cash flows from investing activities:
Purchase of property, plant and equipment			(221	)			-
Interest received			40,096				53,285
Net cash generated from investing activities			39,875				53,285
Cash flows from financing activities:
Advances from related parties			—				247,796
Repayments to related parties			—				(514,701	)
Issue of shares – APIC			5,283,446				-
Issue of shares			2,110				-
Proceeds from bank borrowings			-				598,969
Repayments of bank borrowings			(100,368	)			(87,993	)
Interest paid on bank borrowings			(23,934	)			(32,063	)
Payments of principal portion of lease liabilities			(93,672	)			(60,668	)
Payments of interest portion of lease liabilities			-				(6,760	)
Net cash generated from financing activities			5,067,582				144,580
Net change in cash and cash equivalent			3,130,752				235,620
Effect of exchange rate changes on cash and cash equivalents			(19,419	)			14,072
BEGINNING OF YEAR			4,373,256				5,385,536
END OF YEAR			7,484,589				5,635,228
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash refund for income taxes			104,845				94,470
Cash paid for interest			23,934				32,063

The accompanying notes are an integral part of these unaudited interim condensed combined financial statements.

F-4

K-TECH SOLUTIONS COMPANY LIMITED AND ITS SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements

For the six months ended September 30, 2025 and 2024 (Unaudited)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

K-Tech Solutions Company Limited (the “Company”), was incorporated in the British Virgin Islands (“BVI”) with limited liability under Companies Act on December 2, 2024. The registered office of the Company is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

The Company is controlled by Kwok Yiu Keung, Kwok Yiu Fai and Kwok Yiu Wah. Kwok Yiu Keung, Kwok Yiu Fai and Kwok Yiu Wah are referred to as the controlling shareholders.

The Company is principally engaged in design, development, testing and sales of a diverse portfolio of toy products ranging from simple plastic toy products to more complex electromechanical toy products in Hong Kong through its direct wholly owned subsidiary that is incorporated and domiciled in Hong Kong, namely K-Mark Technology Limited (“K-Mark Technology”).

Details of the Company are set out in the table as follows:

		Date of		Percentage of effective ownership				Place of		Principal
Name		incorporation		2025		2024		incorporation		activities
K-Tech Solutions Company Limited		December 2, 2024		Parent		Parent		British Virgin Islands		Investment holdings
K-Mark Technology Limited		November 4, 2016		100% (Direct)		100% (Direct)		Hong Kong		Design, development, testing and sales of diverse portfolio of toy products

Reorganization

The Company was incorporated in the BVI on December 2, 2024, and is a holding company with no material operations. K-Mark Technology Limited was incorporated in Hong Kong as a limited liability company.

On December 30, 2024, as part of the reorganization, the Company acquired K-Mark Technology Limited. As a result, K-Mark Technology Limited became a direct wholly owned subsidiary of the Company.

During the years presented in these consolidated and combined financial statements, the control of these entities has been demonstrated by Kwok Yiu Keung, Kwok Yiu Fai and Kwok Yiu Wah, as joint owners, as if the Reorganization had taken place at the beginning of the earlier date presented. Accordingly, the combination has been treated as a corporate restructuring of entities under common control and thus the current capital structure has been retrospectively presented in prior periods as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a consolidated basis for all periods to which such entities were under common control. The combination of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated and combined financial statements.

F-5

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These accompanying combined financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying combined financial statements and notes.

Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.

We are an “emerging growth company”, as defined in the Jumpstart Our Business Startup Act (“JOBS Act”) and will remains an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO; (b) in which we have total annual gross revenue of at least US$1.235 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Shares that is held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter, and (ii) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior 3-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s ICFR. If we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important. The JOBS Act also provides an emerging growth company with the permission to delay adopting new or revised accounting standards until such time as those standards apply to provide companies. We do not plan to opt-out of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective date.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company”, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our reporting is not as transparent as the reporting of other companies in our industry. Such differences may prevent us from raising additional capital in the public market as and when we need it.

Compliance with these rules and regulations increase our legal and financial compliance costs and makes some corporate activities more time consuming and costly. After we are no longer an “emerging growth company”, or until five years following the completion of our IPO, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of Sarbanes-Osley and the other rules and regulations of the SEC. For example, as a public company, we will be required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We will incur additional costs in obtaining director and officer liability insurance. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our Board or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainly the amount of additional cost we may incur or the timing of such costs.

Basis of Presentation and Principles of Consolidation

The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The combined financial statements include the financial statements of the Company and its wholly owned subsidiary. All intercompany transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.

F-6

Use of Estimates

The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to the determination of the useful lives of property, plant and equipment, incremental borrowing rate applied in lease accounting, current expected credit loss of receivables. These estimates and assumptions are based on the Company’s historical results and management’s future expectations. Actual results could differ from those estimates. Changes in facts and circumstances may cause the Company to revise its estimates.

Measurement of credit losses on financial instruments

Effective October 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments,” using the modified retrospective approach for accounts receivable. This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses” to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance requires financial assets to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.

Foreign Currencies

The accompanying combined financial statements are presented in United States dollars (“US$” or “$”). The functional currency of the Company is the local currency of the country in which the subsidiaries operate, which is Hong Kong Dollar (“HKD”). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the combined statements of operations and comprehensive income.

The exchanges rates used for translation from Hong Kong dollar to USD are ranging from 7.77 and 7.85, a pegged rate determined by the linked exchange rate system in Hong Kong. This pegged rate was used to translate Company’s balance sheets, income statement items and cash flow items for both 2024 and 2025.

		For the six months ended September 30,
		2025				2024
Period-end HKD: US$ exchange rate			7.79742				7.77150
Period average HKD: US$ exchange rate			7.78124				7.80502

3. GOING CONCERN

During the period ended September 30, 2025, the Group incurred a net loss of $494,247 and negative cash flows from operating activities of $1,976,705, which are indicators that raise substantial doubt about the Group's ability to continue as a going concern. Management has considered these conditions together with the following mitigating factors: the Group maintains positive net assets of $7,571,462 as of September 30, 2025, and Mr. Kwok Yiu Keung, a significant shareholder of the Group, has confirmed his unconditional commitment to provide full financial support to the Group, as and when required, for a period of not less than twelve months from the date of issuance of these financial statements. Having regard to the above, management is satisfied that the substantial doubt about the Group's ability to continue as a going concern has been alleviated, and these financial statements have been prepared on a going concern basis. Accordingly, in line with PCAOB AS 2415, no additional going concern procedures were necessary and no related disclosures or auditor reporting modifications are required.

4. REVENUE

A summary of the Company’s revenue disaggregated by major service lines and timing of revenue recognition of the years ended September 30, 2024 and 2025, respectively, are as follow:

		Six months ended September 30,
		2025				2024
		US$				US$
Sales of finished goods			10,677,578				12,048,933
Sales for tooling			208,803				361,557
Total			10,886,381				12,410,490

F-7

In accordance with ASC 280, Segment Reporting (“ASC 280”), the Company has one reportable business segments. Sales are based on the countries in which the customers are from overseas including United States of America, United Kingdom and Europe. Summarized financial information concerning our geographic segments is shown in the following tables:

		Six months ended September 30,
		2025				2024
			US$				US$
United States of America			6,057,749				10,525,541
United Kingdom			977,436				1,021,999
Europe			3,851,196				695,628
Others			-				167,321
Total			10,886,381				12,410,490

5. INCOME TAXES

Pursuant to the current rules and regulations, BVI currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. Therefore, the Company is not subject to any income tax in the BVI.

The Company is subject to Hong Kong profits tax at a rate of 16.5% on their taxable income generated from operations in Hong Kong before April 1, 2018. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HKD2 million and 16.5% for any assessable profits in excess of HKD2 million.

The provision for income taxes consisted of the following:

		Six months ended September 30,,
		2025				2024				2023
		US$				US$				US$
Current tax			111,446				86,900				96,803
Deferred income tax expenses			(6,833	)			(7,416	)			(6,823	)
Income tax expenses			104,613				79,484				89,980

6. OTHER INCOME, NET

		Six months ended September 30,
		2025				2024
			US$				US$
Bank interest income, net			8,630				14,442
Exchange difference			37,676				18,577
Miscellaneous income			25				-
			46,331				33,019

7. GENERAL AND ADMINISTRATIVE EXPENSES

The following table sets forth the breakdown of our general and administrative expenses for the six months ended September 30, 2025 and 2024:

		For the six months ended September 30,
		2025				2024
		US$				US$
Professional expense (note)			1,110,688				126
Depreciation and 10mortization expense			143,754				128,124
Payroll expense			211,388				271,505
Staff welfare			1,929				1,158
Insurance expense			8,162				7,575
Auditor’s remuneration			117,695				321,716
Electricity & water			4,330				4,165
Motor expense			1,047				1,081
Sundry expenses			27,225				21,005
Travel expenses and entertainment			137,548				141,576
Bank charges			11,533				10,715
Reversal of expected credit loss			-				10,757
Rental expenses			13,235				36,284
			1,788,534				955,787

Note: the professional expenses increased by $1,110,562 from $126 for the six months ended September 30, 2024 to $1,110,688 for the year ended September 30, 205, mainly due to the listing expenses incurred in the six months ended September 30, 2025.  

F-8

8. DIVIDENDS

No dividend was approved and declared during the six months ended September 30, 2025 and 2024.

9. AMOUNTS DUE FROM/(TO) RELATED PARTIES

Name of related parties		Relationship		As of September 30, 2025				As of March 2025
				US$				US$
K-Mark Industrial Limited		Related company with common directors and shareholders			(501	)			(503	)
Bright Forward Technology Limited		Related company with common directors and shareholders			(152,900	)			(446,519	)
Kwok Yiu Keung		Shareholder of the Company			1,941				-
Kwok Yiu Keung		Director and shareholder of the Company			(3,854	)			(3,872	)
					(155,314	)			(450,894	)

		As of September 2025				As of March 2025
		US$				US$
		(Unaudited)				(Audited)
Representing:
Amounts due from related parties			1,941				-
Amounts due to related parties			(157,255	)			(450,894	)
			(155,314	)			(450,894	)

The amounts due from/(to) related parties are unsecured, interest-free and repayable on demand.

10. SUBSEQUENT EVENTS

In accordance with ASC topic 855, Subsequent Events, which established general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated and combined financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2025, up through the date the Company issued the unaudited consolidated and combined financial statements.

On February 26, 2026, K-Tech Solutions Company Limited (the “Company”) entered into a memorandum of understanding (the “Memorandum of Understanding”) with Boardware Intelligence Technology Limited, the shares of which are listed on the Hong Kong Stock Exchange Limited (stock code: 1204) (“Boardware”), to establish cooperation framework in the development of Boardware’s Brain Computing Interface projects, the Barco Ecosystem and Barco hardware wearables.

On February 26, 2026 , K-Mark Technology Ltd, a subsidiary of K-Tech Solutions Company Limited (the “Company”) incorporated in Hong Kong, entered into a strategic joint venture agreement and a supplemental joint venture agreement (together the “Joint Venture Agreements”), respectively, with Aurora AZ Energy Ltd. (“Aurora”), a company incorporated in Calgary, Canada, to form a joint venture to develop, own, finance, construct, operate and maintain crypto mining, artificial intelligence, and high-performance computing data centers. The joint venture will launch at Aurora’s flagship site in Alberta, where the partnership is structured across several phases that together establish a roadmap to deploy over 100MW and up to 500MW of IT capacity.

F-9

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FAQ

How did KMRK (K‑Tech Solutions) perform in the six months ended September 30, 2025?

K‑Tech Solutions generated $10,886,381 in revenue and posted a net loss of $494,247 for the six months ended September 30, 2025. A year earlier it was profitable, so the results reflect weaker profitability and higher operating costs, especially general and administrative expenses.

What is the financial position of KMRK as of September 30, 2025?

As of September 30, 2025, K‑Tech Solutions reported total assets of $11,083,412, total liabilities of $3,511,950, and shareholders’ equity of $7,571,462. Cash and cash equivalents were $7,484,589, supported by recent IPO proceeds that strengthened liquidity despite negative operating cash flow.

Did KMRK raise capital through an IPO during this period?

Yes. During the six months ended September 30, 2025, K‑Tech Solutions completed an initial public offering, recording net proceeds of $5,285,556 from share issuances. This significantly increased additional paid‑in capital and helped boost cash balances and total shareholders’ equity on the balance sheet.

Why did KMRK’s general and administrative expenses increase so sharply?

General and administrative expenses rose to $1,788,534 from $955,787, mainly because professional expenses increased by $1,110,562. The company explains this jump was primarily due to listing expenses incurred in the six months ended September 30, 2025 in connection with its initial public offering.

Is there a going concern risk mentioned for KMRK?

Management notes that the $494,247 net loss and $1,976,705 negative operating cash flow are indicators raising substantial doubt about continuing as a going concern. They believe this is alleviated by $7,571,462 in net assets and an unconditional financial support commitment from a significant shareholder.

What strategic initiatives did KMRK pursue after September 30, 2025?

After September 30, 2025, K‑Tech Solutions signed a memorandum of understanding with Boardware Intelligence Technology Limited on brain‑computing projects, and joint venture agreements with Aurora AZ Energy Ltd. to develop crypto mining, AI and high‑performance computing data centers targeting 100MW to 500MW of IT capacity.

How were KMRK’s interim financial statements for this period reviewed?

The six‑month financial statements to September 30, 2025 are unaudited condensed consolidated statements. The company explicitly states these interim financial statements were not reviewed on behalf of shareholders by its independent external auditors, so they lack an external review opinion.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2025 A 262.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 30.4 KB
• EX-101 XBRL CALCULATION FILE 41.7 KB
• EX-101 XBRL DEFINITION FILE 115.6 KB
• EX-101 XBRL LABEL FILE 242.8 KB
• EX-101 XBRL PRESENTATION FILE 137.4 KB