Tianci International, Inc.

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, 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 corporation 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

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.

Current wording

For the three months ended April 30, 2026, our total revenue increased significantly to $4,310,521 from $1,948,215 for the three months ended April 30, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $1,418,552 to our total revenue for the three months ended April 30, 2026, representing approximately 33% of our revenue in the quarter ended April 30, 2026. Revenue generated from our core global logistics services increased $369,371 or 19%, to $2,271,363 from $1,901,992. The logistics service revenue represented 53% of our total revenue in the three months ended April 30, 2026. Other service revenue, which contributed 14.4% of our total revenue for the three months ended April 30, 2026, increased by $574,383, approximately 1200%, from $46,223 for the three months ended April 30, 2025 to $620,606 for the three months ended April 30, 2026. The increase in other service revenue was primarily driven by growth in business consulting services resulting from increased client demand for international business development. Going forward, we expect that our business consulting services will continue to make a significant contribution to our revenue, and we believe our consulting services revenue will expand.

Previous wording

For the six months ended January 31, 2026, our total revenue increased significantly to $7,702,911 from $5,060,143 for the six months ended January 31, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $1,821,320 to our total revenue for the six months ended January 31, 2026, representing approximately 24% of our revenue in six months ended January 31, 2026. Revenue generated from our core global logistics services increased $917,465 or 19%, to $5,747,241 from $4,829,776. The logistics service revenue represented 75% of our total revenue in the six months ended January 31, 2026.

Current wording

For the nine months ended April 30, 2026, our total revenue increased significantly to $12,013,432 from $7,008,358 for the nine months ended April 30, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $3,239,872 to our total revenue for the nine months ended April 30, 2026, representing approximately 27% of our revenue in nine months ended April 30, 2026. Revenue generated from our core global logistics services increased $1,286,836 or 19%, to $8,018,604 from $6,731,768. The logistics service revenue represented 67% of our total revenue in the nine months ended April 30, 2026.

Previous 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.

Current wording

Our cost of global logistics services represented 60.5% and 99.8% of total cost of revenues during the three months ended April 30, 2026 and 2025, respectively. Our cost of global logistics services represented 72% and 97% of total cost of revenues during the nine months ended April 30, 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 39.2% of total cost of revenues during the three months ended April 30, 2026. Our cost of revenues from cost of mineral products represented 28% of total cost of revenues during the nine months ended April 30, 2026.

Previous 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.

Current wording

Total cost of revenue increased by 91% from $1,890,232 to $3,613,032 for the three months ended April 30, 2026, and increased by 63% from $6,641,966 to $10,841,382 for the nine months ended April 30, 2026. The increase was primarily attributable to the launch of our new global mineral trading business as source mineral products from suppliers. Cost of logistics services increased $300,189, or 16% for the three months ended April 30, 2026 and increased $1,318,055, or 20% for the nine months ended April 30, 2026, which was in line with the increase in logistics business revenue in the same period.

Previous 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.

Current wording

There was a decrease in operating expenses in the three months ended April 30, 2026, but an increase in the nine months ended April 30, 2026 as compared to the same periods last year. Our operating expenses primarily include payroll expenses, commissions, advertising, rent, and professional fees relating to our obligations as a public company. The decrease of $408,442 in our general and administrative expenses, from $960,583 for the three months ended April 30, 2025 to $552,141 in the three months ended April 30, 2026, was primarily attributable to expenses we incurred in the three months ended April 30, 2026 as an indirect result of the public offering we completed in that quarter, including audit expenses, merger and acquisition consulting expenses, and public relations expenses. The increase of $230,866 in our general and administrative expenses, from $1,392,187 for the nine months ended April 30, 2025 to $1,623,053 in the nine months ended April 30, 2026 was primarily attributable to increases in payroll, rent expenses, and certain professional services fees as we scale up our operations 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 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.

Current wording

The increase in general and administrative expenses was partially offset by a decrease in selling and marketing expenses, which were $119,580 for the nine months ended April 30, 2026, as compared to $163,924 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 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.

Current wording

Our income tax expense amounted to $23,717 for the three and nine months ended April 31, 2026, as compared to income tax benefits of $6,891 and $nil for the three and nine months ended April 31, 2025, respectively. The change was due to the increase in operating income generated by Roshing during this period.

Previous 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.

Current wording

As a result of the foregoing, we incurred a net income of $91,545 and a net loss of $594,453 for the three and nine months ended April 30, 2026, and a net loss of $959,409 and $1,162,328 for the three and nine months ended April 30, 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 income for the three months ended April 30, 2026 attributable to the shareholders of the Company was $48,726, and the net loss for the nine months ended April 30, 2026 attributable to the shareholders of the Company was $619,270.

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 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.

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 April 30, 2026, we had working capital of $2,596,047. 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 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.

Current wording

We started providing shipping & freight forwarding services in 2023 and entered the global mineral trading business in July, 2025. Although the shipping and mineral business has been growing, 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 six months ended January 31, 2026 and 2025.

Current wording

The following table summarizes the key components of our cash flows for the nine months ended April 30, 2026 and 2025.

Previous 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.

Current wording

Net cash of $1,687,149 used in operating activities for the nine months ended April 30, 2026 was primarily the result of our net loss of $594,453, an increase of $334,084 in prepayment and other current assets, and an increase of $957,881 in accounts receivable, partially offset by a $221,207 decrease in inventory.

Previous wording

Net cash of $158,450 used in operating activities for the six months ended January 31, 2025 was primarily the result of net loss of $202,919, an increase of $23,249 in prepaid expense during the period to our service vendor and a increase of $45,029 in the payment of our profit tax in Hong Kong, all of which was partially offset by a $112,747 increase in accrued liabilities.

Current wording

Net cash of $2,000,182 used in operating activities for the nine months ended April 30, 2025 was primarily the result of net loss of $1,162,328, an increase of $166,752 in accounts receivable, an increase of $723,733 in prepaid expense, a decrease of $51,920 in income taxes payable, and a decrease of $53,861 in accrued liabilities following payments from the Company, partially offset by a non-cash adjustment of $158,412 representing the value of the warrant we issued to our underwriter.

Previous wording

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

Current wording

The company had no investing activities during the nine months ended April 30, 2026 or 2025.

Previous wording

Net cash used in financing activities for the three months ended January 31, 2026 and 2025 was nil and $74,125, which was attributable to the payment of the fees directly relating to our recent public offering.

Current wording

Net cash provided by financing activities for the nine months ended April 30, 2026 and 2025 was nil and $5,217,937, which was attributable to the to the proceeds from our public offering in 2025.

Previous 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.

Current wording

In connection with the preparation of our financial statements for the three and nine months ended April 30, 2026, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results.