Tianci International, Inc.

Previous wording

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.

Current wording

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.

Previous wording

RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Limited, a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and is primarily engaged in logistics solutions, including shipping operation management. We also generate a small portion of our revenue from our non-core businesses that we carry on through Roshing, including software development services, consulting services, and the sale of electronic parts.

Current wording

RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Limited, a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and was initially engaged in providing business services, such as software development, consulting and the sale of electronic parts. Since 2023 Roshing has been primarily engaged in logistics solutions, including shipping operation management. Commencing in the first quarter of fiscal year 2026, Roshing has also been engaged in the resale of mineral ores, specifically chromium and manganese. Roshing also continues to generate a small portion of our revenue from providing business services.

Previous wording

Our primary line of business is global logistics. The Company, through its subsidiary, Roshing, provides global logistics services, encompassing booking, the transportation arrangement, and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.

Current wording

Our primary line of business is global shipping logistics. The Company, through its subsidiary, Roshing, provides global logistics services encompassing booking, the transportation arrangement, and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.

Previous wording

Roshing also generates a small portion of revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.

Current wording

Roshing also generates a small portion of its revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.

Previous wording

On April 11, 2025, we completed a $7 million initial public offering and became a listed company on Nasdaq.

Current wording

On April 11, 2025, we completed a $7 million public offering and became a listed company on Nasdaq.

Previous wording

Our performance of operations and financial conditions have been, and are expected to continue to be, affected by a number of factors which are set forth below.

Current wording

Our performance of operations and financial conditions have been, and are expected to continue to be, affected by a multitude of factors. Among the significant factors are:

Previous wording

Economic Conditions in Hong Kong. We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions due to events beyond our control, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Current wording

Economic Conditions in Hong Kong. We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Previous wording

International Trade Environment. The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected by global political, economic or social conditions. Any changes in a particular country’s trade policy could trigger retaliatory actions by affected countries, potentially eventually resulting in a trade war, which could increase the cost of goods and thus reduce customer demand for products if the parties have to pay tariffs which increase their prices or if trading partners limit their trade with the particular country. Our business is also susceptible to downturns and disruptions in the business activities of their direct customers that are beyond their control. If sales in a particular geographical market in which our direct customers operate decline, due to unstable regional and/or global political and economic conditions, such decline will likely lead to a corresponding plunge in the international trade volume which, in turn, could reduce the demand for freight forward services and adversely affect our results of operations.

Current wording

International Trade Environment. The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected by global political, economic and social conditions. Any changes in a particular country’s trade policy could trigger retaliatory actions by affected countries, potentially eventually resulting in a trade war, which could increase the cost of goods and thus reduce customer demand for products if the parties have to pay tariffs which increase their prices or if trading partners limit their trade with the particular country. Our business is also susceptible to downturns and disruptions in the business activities of our direct customers, which are beyond our control. If sales decline in a particular geographical market in which our direct customers operate, due to unstable regional and/or global political and economic conditions, such decline will likely lead to a corresponding plunge in the international trade volume which, in turn, could reduce the demand for freight forward services and adversely affect our results of operations.

Previous wording

Comparison of the three months and nine months ended April 30, 2025 and 2024

Current wording

Comparison of the three months ended October 31, 2025 and 2024

Previous wording

Our cost of revenues from global logistics services represented 99.8% and 97.5% of total cost of revenues during the three and nine months ended April 30, 2025, respectively. Cost of global logistics services primarily includes cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.

Current wording

Our cost of global logistics services represented 90% and 94% of total cost of revenues during the three months ended October 31, 2025 and 2024, respectively. Cost of global logistics services primarily includes cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. Our cost of revenues from cost of mineral products represented 10% of total cost of revenues during the three months ended October 31, 2025.

Previous wording

Our gross profits from each of our revenue categories are summarized as follows:

Current wording

Our gross profit from each of our revenue categories is summarized as follows:

Previous wording

There was a significant increase in operating expenses in the three months and nine months ended April 30, 2025 as compared to the same period in the last year. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company. There was an increase of $826,110 in our general and administrative expenses, from $134,473 for the three months ended April 30, 2024 to $960,583 in the three months ended April 30, 2025. There was an increase of $1,002,288 in our general and administrative expenses, from $389,899 for the nine months ended April 30, 2024 to $1,392,187 for the nine months ended April 30, 2025. The significant increase in general and administrative expenses was primarily attributable to 1) a charge of $166,667 as we entered into a merger & acquisition advisory service agreement with a service vendor for identifying qualified logistics service target companies; 2) a charge of $166,667 as we entered into a public relations service agreement with a service vendor to manage our public relations as a Nasdaq listed public company; 3) a one-time cash bonus of $200,000 to certain managements for successfully completing our initial public offering; 4) a representative warrant with a value of $158,412 that we issued to our underwriter upon completion of the initial public offering, the warrant having vested immediately and being exercisable in six months after issuance; and 5) an increase of $76,035 in accounting and audit related expenses. The increase in general and administrative expenses was partially offset by a decrease in selling and marketing expenses, which were $63,700 and $163,924 for the three months and nine months ended April 30, 2025, as compared to $91,950 and $163,924 for the same periods in last fiscal year. The reduction evidences our efforts to operate with less dependence on brokers for business development and to reduce commission-based expenses.

Current wording

There was a significant increase in operating expenses in the three months ended October 31, 2025 as compared to the same period last year. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company. There was an increase of $348,255 in our general and administrative expenses, from $260,393 for the three months ended October 31, 2024 to $608,648 in the three months ended October 31, 2025. The significant increase in general and administrative expenses was primarily attributable to the increase in audit and accounting expenses, rent expenses, travel expenses, Nasdaq listing expenses, travel expenses, and certain consulting services fees as we scale up our operation as a public listed company.

Previous wording

Our income tax benefit amounted to $6,891 and $nil for the three and nine months ended April 30, 2025, as compared to income tax expenses of $10,051 and $22,023 for the three and nine months ended April 30, 2024, respectively. The change was due to the loss we incurred this year as a result of increase in operating expenses.

Current wording

Our income tax expenses amounted to $0 and $2,189 for the three months ended October 31, 2025 and 2024, respectively. The change was due to the loss we incurred this year as a result of increases in operating expenses.

Previous wording

As a result of the foregoing, we incurred net losses of $959,409 and $1,162,328 for the three and nine months ended April 30, 2025. As the Company owns only 90% of its operating subsidiary, Roshing, 10% of the net income realized by Roshing was attributed to the minority interest. Therefore, the net loss for the three and nine months ended April 30, 2025 attributable to the shareholders of the Company was $947,987 and $1,154,394, respectively. In comparison, during the three and nine months ended April 30, 2024, the Company incurred a net loss of $38,797 and a net income of $55,805.

Current wording

As a result of the foregoing, we incurred a net loss of $268,874 and a net loss of $91,948 for the three months ended October 31, 2025 and 2024, respectively. As the Company owns 90% of its operating subsidiary, Roshing, 10% of the net income realized by Roshing was attributed to minority interest. Therefore, net loss for the three months ended October 31, 2025 and 2024 attributable to the shareholders of the Company was $268,098 and $93,056, respectively.

Previous wording

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of April 30, 2025, despite a net loss of $959,422 for the nine months then-ended, we had working capital of $4,509,290, which consisted primarily of cash in the amount of $3,630,884 that was a portion of the amount we received upon the completion of our initial public offering. To date, we have financed our operations primarily through capital contributions from shareholders, private placements of equity, and the public offering of common stock.

Current wording

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of October 31, 2025, despite a net loss of $268,874 for the three months ended October 31, 2025, we had working capital of $2,636,809, which consisted primarily of cash in the amount of $ 1,677,949 that was a portion of the amount we received upon the completion of our public offering. To date, we have financed our operations primarily through capital contributions from shareholders, private placements of equity, and the public offering of common stock.

Previous wording

We believe that our liquidity and working capital will be sufficient to sustain our business operation for the next twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other developments or if the company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.

Current wording

We believe that our liquidity and working capital will be sufficient to sustain our business operations for the next twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other adverse developments or if the Company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.

Previous wording

We started providing shipping & freight forwarding services in 2023. Although the business grew quickly, we may require significant capital expenditure, such as acquiring transportation assets, for developing our market share. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Current wording

We started providing shipping & freight forwarding services in 2023 and entered the global mineral trading business during the recent quarter. Although the business grew quickly, we may require significant capital expenditure, such as acquiring transportation assets, for developing our market share. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. Any loans that we may secure would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Previous wording

The following table summarizes the key components of our cash flows for the nine months ended April 30, 2025 and 2024.

Current wording

The following table summarizes the key components of our cash flows for the three months ended October 31, 2025 and 2024.

Previous wording

The company had no investing activities during the three and nine month periods ended April 30, 2025 and 2024.

Current wording

The company had no investing activities during the three months ended October 31, 2025 or 2024.

Previous wording

In connection with the preparation of our financial statements for the nine months ended April 30, 2025, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results.

Current wording

In connection with the preparation of our financial statements for the three months ended October 31, 2025, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results.