Tianci International, Inc.

Tianci International, Inc. (the "Company"), through its subsidiary Roshing International Co., Limited ("Roshing"), primarily operates in the global logistics services industry, focusing on ocean freight forwarding, including container and bulk goods shipping. The Company employs an asset-light strategy, not owning or operating any transportation assets, and leverages its senior management's expertise and industry relationships to provide customized logistics solutions. Roshing's business is primarily conducted in Hong Kong and other locations in the Asia-Pacific region, specifically Japan, South Korea, and Vietnam, with services also extending to African countries. The Company is also expanding into the global mineral trade business, accumulating high-grade inventory of industrial metals with the intent to integrate distribution with existing shipping operations to offer end-to-end supply chain solutions for metallurgical and steelmaking customers.

Roshing's core business model revolves around providing global logistics services, which accounted for the vast majority of its revenue for the years ended July 31, 2025, and 2024. For container shipping, Roshing charters cargo space from shipping suppliers and then sub-charters it to customers. For bulk goods shipping, it issues fixture notes to customers, arranges ship bookings, and signs chartering contracts with suppliers. The Company generates revenue by evaluating customer needs, designing optimal transportation plans, selecting efficient routes, and managing the shipping process from loading to destination. Revenue is recognized at a point in time when freight is shipped and accepted by the customer, with the Company acting as a principal in these arrangements.

The Company's global logistics services, encompassing shipping operations and related logistics solutions, constituted 97% of total revenue in both fiscal years ended July 31, 2025, and 2024 ¹. These services include container shipping for small merchandise and bulk goods shipping for commodities like lumber, steel, and agricultural products. Roshing's container shipping service involves contract and quotation management, financial management (cost management, billing, and collection), and risk management. Bulk goods shipping includes customer service and communication, fixture note and quotation management, chartering, ship operations management, cooperation and coordination, and financial management.

Beyond logistics, Roshing generates a small portion of revenue from other product and service lines. These include the sale of electronic device hardware components, such as Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens, where Roshing acts as a distributor. Additionally, Roshing provides software technical services, including developing customized freight shipping and logistics software and websites, technical consulting, training, and software maintenance and business promotion services. Business consulting services, assisting customers with immigration and non-immigration visa applications, also contribute to revenue. For the year ended July 31, 2025, product revenue was $0 ², while other service revenue was $276,590 ³. In comparison, for the year ended July 31, 2024, product revenue was $103,382 ⁴ and other service revenue was $193,481 ⁵.

For the fiscal year ended July 31, 2025, the Company reported total revenues of $9,282,997 ⁶, an increase from $8,617,265 ⁷ in the prior year. The cost of revenues for the year ended July 31, 2025, was $8,832,874 ⁸, resulting in a gross profit of $450,123 ⁹ and a gross profit margin of 4.85% ¹⁰. Operating expenses totaled $3,158,038 ¹¹, leading to an operating loss of $2,707,915 ¹². After other income (expense) of $27,391 ¹³ and a provision for income taxes of $5,833 ¹⁴, the Company incurred a net loss of $2,686,357 ¹⁵. The net loss attributable to Tianci International, Inc. shareholders was $2,640,789 ¹⁶, with basic and diluted EPS of $(0.17) ¹⁷. As of July 31, 2025, the Company had cash of $2,405,352 ¹⁸ and total liabilities of $159,054 ¹⁹.

Comparing year-over-year performance, total revenue increased by 8% ²⁰, or $665,732 ²¹, from $8,617,265 ²² in 2024 to $9,282,997 ²³ in 2025. Global logistics service revenue increased from $8,320,402 ²⁴ in 2024 to $9,006,407 ²⁵ in 2025. However, gross profit decreased by $605,056 ²⁶, or 57% ²⁷, from $1,055,179 ²⁸ in 2024 to $450,123 ²⁹ in 2025. The overall gross profit margin contracted from 12.24% ³⁰ in 2024 to 4.85% ³¹ in 2025, primarily due to a higher growth rate in logistics costs compared to logistics revenue, as vendor costs increased while service prices remained relatively stable. Operating expenses significantly increased, with general and administrative expenses rising by $2,406,376 ³², or 462% ³³, from $520,884 ³⁴ in 2024 to $2,927,260 ³⁵ in 2025. This led to a shift from an operating income of $168,303 ³⁶ in 2024 to an operating loss of $2,707,915 ³⁷ in 2025, and a net income of $110,320 ³⁸ in 2024 to a net loss of $2,686,357 ³⁹ in 2025.

During the fiscal year 2025, the Company completed a $7 million ⁴⁰ initial public offering and became a listed company on Nasdaq on April 11, 2025 ⁴¹. The Company also prepared to expand into the global trade of bulk chrome and manganese ore, sourcing high-grade minerals directly from resource-rich regions and building up inventory. This new business line is intended to integrate with existing shipping operations to provide end-to-end supply chain solutions for metallurgical and steelmaking customers, aiming to generate operational and strategic synergies and become a new profit driver. Significant operational expenses included a $500,000 ⁴² charge for an agreement with a vendor to identify acquisition candidates for logistics service companies, another $500,000 ⁴³ for public relations services related to the Nasdaq listing, a one-time cash bonus of $480,000 ⁴⁴ to management for the public offering, and the issuance of a representative warrant valued at $158,412 ⁴⁵ to a consultant.

The Company's growth plan centers on a continued focus on its global logistics service as the primary business segment. A portion of the proceeds from the recent public offering is intended to be used to scale up shipping operations, specifically by chartering additional vessels. This expansion is expected to provide more cost-effective shipping options for clients, particularly those with large load needs.

A major growth vector for the Company is the global logistics network expansion and collaborative partnerships. The Company aims to broaden its global presence to South America and Africa and establish strategic alliances with regional partners. This strategy is designed to maintain agility and responsiveness to dynamic market demands.

Another significant growth area is the development of a proprietary presence in the global market for bulk chrome and manganese ore. The Company is actively accumulating a high-grade inventory of these industrial metals by sourcing directly from resource-rich regions. The strategic intent is to integrate the distribution of ore with existing shipping operations, thereby providing end-to-end supply chain solutions for metallurgical and steelmaking customers. This new mineral trade business is expected to gradually become a new profit driver for the Company, leveraging core resource control capabilities and supply chain integration strengths.

Operationally, the Company is committed to environmental responsibility and sustainable practices, planning to prioritize environmentally friendly ship cooperation. This involves optimizing transportation routes and reducing carbon emissions to demonstrate dedication to sustainability. Furthermore, the Company intends to prioritize continuous training and development for its team members to uphold professionalism and ensure their skills remain aligned with industry advancements.

The Company's capital allocation plans include making investments to support business growth. While the filing does not provide specific R&D spending levels, capital expenditure plans, or dividend policy, it notes that the Company may require additional funds for enhancing products and services, improving operating infrastructure, or acquiring complementary businesses and technologies. The issuance and sale of additional equity or debt financing may be pursued if cash requirements exceed current on-hand amounts.

Management has explicitly flagged several structural headwinds and execution risks to its growth plan. These include geopolitical conditions, such as political instability or conflict, terrorist attacks, and international hostilities, which can affect the maritime transportation industry. Trade barriers, such as tariffs, or the perception of their occurrence, may also depress shipping demand and significantly reduce global trade. The Company also faces intense competition in the global logistics services industry from both global and regional shipping companies, many of which have significantly more resources. Difficulty in forecasting timing or volumes of customer shipments or rate changes by carriers could adversely impact margins and operating results, as volatile market conditions can lead to rate increases that cannot always be passed on to customers.

Geographic, regulatory, and macro factors identified as constraints include changing economic, political, and government conditions in the countries and regions where the Company operates, particularly Hong Kong and the Asia-Pacific region. Climate change, including measures to address it, could disrupt operations through physical risks (e.g., rising sea levels, extreme weather) and compliance costs (e.g., increased regulation and taxation for carbon emissions reduction). Roshing also faces risks associated with the contents of shipments, including real or perceived quality or health issues, and inherent logistics industry risks such as personal injury, product damage, and transportation-related incidents. Potential Hong Kong talent introduction policy revisions or cessation of policy benefits after the second half of 2024 may reduce demand for business consulting services. The Company is also susceptible to the ongoing incidents or factors affecting the stability of social, economic, and political conditions in Hong Kong, including potential interventions by the PRC government that could impact Hong Kong's autonomy and legal system.

The Company faces material macroeconomic risks, including geopolitical instability, conflict, and international hostilities, which can adversely affect the maritime transportation industry and global trade, potentially reducing shipping demand due to protectionist developments like tariffs ⁴⁶. Volatile market conditions can lead to carrier rate increases that the Company may not be able to pass on to customers, negatively impacting yields and margins ⁴⁷. Rising inflation and interest rates could increase labor costs, borrowing costs, and service supplier rates, which may not be fully mitigated by efficiency initiatives or modest rate increases to customers ⁴⁸. Operationally, the Company has a limited operating history and is dependent on a small group of customers, with two customers accounting for 68.9% of revenue in 2025 ⁴⁹ and three customers for approximately 84% in 2024 ⁵⁰, posing a significant challenge to business growth if the customer base is not expanded. There is also a high dependence on a limited number of shipping and hardware product suppliers, and their financial instability or reduced capacity could disrupt operations ⁵¹. The Company does not maintain fire, theft, product liability, or other property insurance, leaving it exposed to substantial economic risk in the event of loss, damage, or third-party claims ⁵². Furthermore, the Company has identified two material weaknesses in its internal control over financial reporting: inadequate segregation of duties due to limited management staff and a lack of formal policies and procedures for reviewing significant accounting transactions ⁵³.

Management's message to shareholders emphasizes a strategic pivot towards global logistics services as the primary business segment, leveraging senior management's extensive experience and an asset-light strategy to drive significant revenue growth since 2023. The Company successfully completed a $7 million ⁵⁴ initial public offering on April 11, 2025 ⁵⁵, and its common stock began trading on the Nasdaq Capital Market. Key strategic priorities include scaling up shipping operations by chartering additional vessels to offer more cost-effective solutions, expanding the global logistics network to South America and Africa through strategic alliances, and developing a proprietary presence in the global bulk chrome and manganese ore trade to create end-to-end supply chain solutions. Management also highlights a commitment to environmental responsibility through environmentally friendly ship cooperation and continuous training for team members to align with industry advancements.