Tianci International, Inc.

Previous wording

Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue since 2023. Shufang Gao, our Chief Executive Officer, previously worked for a globally renowned shipping conglomerate, acquiring over 20 years of management experience. His expertise spans shipping operation management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea and Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.

Current wording

Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue since 2023. Shufang Gao, our Chief Executive Officer, previously worked for a globally renowned shipping conglomerate, acquiring over 20 years of management experience. His expertise spans shipping operation management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea and China. Roshing’s logistics services also include the shipment of goods to African countries.

Previous wording

For the three months ended October 31, 2025, our total revenue increased significantly to $3,818,277 from $2,980,940 for the three months ended October 31, 2024. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $505,465 to our total revenue for the three months ended October 31, 2025, representing approximately 13% of our revenue in the first quarter ended October 31, 2025.Revenue generated from our core global logistics services increased $456,188, or 16%, to $3,215,881 from $2,759,693. The logistics service revenue represented 84% of our total revenue in the three months ended October 31, 2025. The increase in logistics service revenue was attributable to our continuing effort to expand our customer base in the service regions. The increase was partially offset by a $124,366 decrease in other services revenue.

Current wording

For the three months ended January 31, 2026, our total revenue increased significantly to $3,884,684 from $2,079,203 for the three months ended January 31, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $1,315,855 to our total revenue for the three months ended January 31, 2026, representing approximately 34% of our revenue in the quarter ended January 31, 2026. Revenue generated from our core global logistics services increased $461,277 or 22%, to $2,531,360 from $2,070,083. The logistics service revenue represented 65% of our total revenue in the three months ended January 31, 2026.

Previous 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.

Current wording

Our cost of global logistics services represented 66.5% and 99.8% of total cost of revenues during the three months ended January 31, 2026 and 2025, respectively. Our cost of global logistics services represented 78% and 97% of total cost of revenues during the six months ended January 31, 2026 and 2025, 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 33.2% of total cost of revenues during the three months ended January 31, 2026. Our cost of revenues from cost of mineral products represented 22% of total cost of revenues during the six months ended January 31, 2026.

Previous wording

Total cost of revenue increased by 25% from $2,752,509 to $3,433,976 for the three months ended October 31, 2025. The increase was primarily attributable to the launch of our new global mineral trading business as we source mineral products from suppliers. Cost of logistics services increased $490,792, or 19%, which was in line with the increase in logistics business revenue in the same period.

Current wording

Total cost of revenue increased by 90% from $1,995,569 to $2,522,643 for the three months ended January 31, 2026, and increased by 72% from $4,751,734 to $7,228,350 for the six months ended January 31, 2026. The increase was primarily attributable to the launch of our new global mineral trading business as we source mineral products from suppliers. Cost of logistics services increased $527,074, or 26% for the three months ended January 31, 2026 and increased $3,081,657, or 67% for the six months ended January 31, 2026, which was in line with the increase in logistics business revenue in the same period.

Previous wording

Our total gross profit increased by $155,820 to $384,251 for the three months ended October 31, 2025. The increase in gross profit was primarily attributable to the launch of our global mineral trading business. For the three months ended October 31, 2025, our overall gross profit margin was 10.06%, an increase from gross profit margin of 7.66% for the three months ended October 31, 2024. Gross profit margin for the quarter increased primarily due to the contribution from our newly launched mineral trading business, which generated a meaningful margin for the period. Although our consulting services continue to yield the highest gross margin among our business lines, its overall impact on total gross margin remains limited due to its relatively small revenue contribution. Gross margin from our core logistic service operations declined compared to the same period last year, mainly because we faced more intense price competition in the market recently. In addition, a larger portion of the shipping services we provided during the quarter consisted of short- and mid-haul routes, which typically generate lower margins than long-haul routes. Going forward, our overall gross margin level will depend largely on our ability to optimize our route mix and on the revenue contribution and margin profile of our expanding mineral trading operations.

Current wording

Our total gross profit increased by $10,332 to $90,310 for the three months ended January 31, 2026, and increased by $166,152 to $474,561 for the six months ended January 31, 2026. For the three and six months ended January 31, 2026, our overall gross profit margin was 2.32% and 6.16%, a decrease from gross profit margin of 3.85% for the three months ended January 31, 2025 and an increase from gross profit margin of 6.09% for the six months ended January 31, 2025. Although our consulting services continue to yield the highest gross margin among our business lines, its overall impact on total gross margin remains limited due to its relatively small revenue contribution. Gross margin from our core logistic service operations declined compared to the same period last year, mainly because we faced more intense price competition in the market recently. In addition, a larger portion of the shipping services we provided during the quarter consisted of short- and mid-haul routes, which typically generate lower margins than long-haul routes. Going forward, our overall gross margin level will depend largely on our ability to optimize our route mix and on the revenue contribution and margin profile of our expanding mineral trading operations. The gross profit margin generated from our newly launched mineral trading business partially offset the decline in the gross profit margin of our logistics services revenue.

Previous 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.

Current wording

There was a significant increase in operating expenses in the three and six months ended January 31, 2026 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 $291,053 in our general and administrative expenses, from $171,211 for the three months ended January 31, 2025 to $462,264 in the three months ended January 31, 2026, and an increase of $639,308 in our general and administrative expenses, from $431,604 for the six months ended January 31, 2025 to $1,070,912 in the six months ended January 31, 2026. The significant increase in general and administrative expenses was primarily attributable to the increase in audit and accounting expenses, rent expenses, Nasdaq listing expenses, travel expenses, and certain professional consulting services fees as we scale up our operation as a public listed company. Management expects that general and administrative expenses will remain elevated in the foreseeable future as we continue to incur additional costs associated with operating as a public company.

Previous wording

The increase in general and administrative expenses was partially offset by a decrease in selling and marketing expenses, which was $44,410 for the three months ended October 31, 2025, as compared to $85,188 for the same period in last fiscal year. The reduction evidences our continuing efforts to operate with less dependence on brokers for business development and to reduce commission-based expenses.

Current wording

The increase in general and administrative expenses was partially offset by a decrease in selling and marketing expenses, which were $89,580 for the six months ended January 31, 2026, as compared to $100,224 for the same period in last fiscal year. The reduction evidences our continuing efforts to operate with less dependence on brokers for business development and to reduce commission-based expenses.

Previous 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.

Current wording

Our income tax expense amounted to $0 for the three and six months ended January 31, 2026, compared to $4,702 and $6,891 for the three and six months ended January 31, 2025, respectively. The change was due to the decrease in operating income generated by Roshing during this period.

Previous 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.

Current wording

As a result of the foregoing, we incurred a net loss of $417,124 and $685,998 for the three and six months ended January 31, 2026, and a net loss of $110,971 and $202,919 for the three and six months ended January 31, 2025, respectively. As the Company owns 90% of its operating subsidiary, Roshing, 10% of the net income or loss realized by Roshing was attributed to minority interest. Therefore, the net loss for the three and six months ended January 31, 2026 attributable to the shareholders of the Company was $399,898 and $113,351, 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 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.

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 January 31, 2026, we had working capital of $2,506,100. 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 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.

Current wording

We started providing shipping & freight forwarding services in 2023 and entered the global mineral trading business during the quarter ended July 31, 2025. Although the shipping 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 three months ended October 31, 2025 and 2024.

Current wording

The following table summarizes the key components of our cash flows for the six months ended January 31, 2026 and 2025.

Previous wording

Net cash of $727,403 used in operating activities for the three months ended October 31, 2025 was primarily the result of our net loss of $ 268,874, an increase of $582,912 in inventory, and an increase of $295,485 in accounts receivable. These factors were partially offset by a decrease of $153,127 in prepayment and other current assets, an increase of $155,000 in advances from customers, and an increase of $158,291 in accounts payable.

Current wording

Net cash of $1,682,251 used in operating activities for the six months ended January 31, 2026 was primarily the result of our net loss of $685,998, an increase of $357,662 in prepayment and other current assets, an increase of $561,754 in accounts receivable, and lesser decreases in accounts payable and income taxes payable.

Previous wording

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

Current wording

The company had no investing activities during the six months ended January 31, 2026 or 2025.

Previous 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.

Current wording

In connection with the preparation of our financial statements for the three and six months ended January 31, 2026, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results.