Full Press Release Details
INDEX TO FINANCIAL STATEMENTS
| Page | ||
| Consolidated Financial Statements for the Six Months Ended September 30, 2025 and 2024 (unaudited) | ||
| Unaudited Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Six Months Ended September 30, 2025 and 2024 | F-2 | |
| Unaudited Condensed Consolidated Statements of Financial Position as of September 30, 2025 and March 31, 2025 | F-3 | |
| Unaudited Condensed Consolidated Statements of Changes in Equity for the Six Months Ended September 30, 2025 and 2024 | F-4 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2025 and 2024 | F-5 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | F-6 - F-38 |
CELLYAN BIOTECHNOLOGY CO., LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
(Expressed in U.S. dollar, except for the number of shares)
| For the Six Months Ended September 30, | ||||||||||||
| Note | 2025 unaudited | 2024 unaudited | ||||||||||
| Revenues | 7 | $ | 7,137,140 | $ | 11,091,189 | |||||||
| Cost of revenues | 8 | ( 6,206,376 | ) | ( 9,185,586 | ) | |||||||
| Gross profit | 930,764 | 1,905,603 | ||||||||||
| Other income | 9 | 5,306 | 804 | |||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative expenses | 8 | ( 724,617 | ) | ( 881,120 | ) | |||||||
| Other gains, net | 10 | 22,866 | 1,751 | |||||||||
| Total operating expenses | ( 701,751 | ) | ( 879,369 | ) | ||||||||
| Operating profit | 234,319 | 1,027,038 | ||||||||||
| Financial income | 11 | 330 | 1,078 | |||||||||
| Finance costs | 11 | ( 62,847 | ) | ( 49,254 | ) | |||||||
| Finance costs, net | ( 62,517 | ) | ( 48,176 | ) | ||||||||
| Profit before income taxes | 171,802 | 978,862 | ||||||||||
| Income tax expense | 12 | ( 18,067 | ) | ( 150,303 | ) | |||||||
| Net profit for the period | 13 | 153,735 | 828,559 | |||||||||
| Less: profit attributable to non-controlling interests | - | - | ||||||||||
| Profit attributable to owners of the Company | 153,735 | 828,559 | ||||||||||
| Other comprehensive income | ||||||||||||
| Foreign currency translation adjustments | ( 73 | ) | 20,032 | |||||||||
| Comprehensive income attributable to the Company's shareholders | $ | 153,662 | $ | 848,591 | ||||||||
| Earnings per share | ||||||||||||
| Basic and diluted * | 15 | $ | 0.014 | $ | 0.083 | |||||||
| Weighted average number of shares outstanding | ||||||||||||
| Basic and diluted * | 11,000,000 | 10,000,000 |
The accompanying notes are an integral part of
these consolidated financial statements.
CELLYAN BIOTECHNOLOGY CO., LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in U.S. dollar, except for the number of shares)
| September 30, 2025 | March 31, 2025 | |||||||||||
| Note | unaudited | audited | ||||||||||
| ASSETS | ||||||||||||
| NON-CURRENT ASSETS: | ||||||||||||
| Property and equipment, net | 16 | 112,524 | 111,245 | |||||||||
| Intangible assets, net | 17 | 90,218 | 96,437 | |||||||||
| Right of use assets, net | 25 | 573,556 | 482,489 | |||||||||
| TOTAL NON-CURRENT ASSETS | 776,298 | 690,171 | ||||||||||
| CURRENT ASSETS: | ||||||||||||
| Investment for funds at fair value through profit or loss | 21 | $ | 2,290,422 | $ | 2,256,830 | |||||||
| Inventories | 18 | 593,373 | 559,982 | |||||||||
| Trade receivables, net | 19 | 5,092,957 | 4,655,951 | |||||||||
| Other receivables and prepayments | 19 | 676,357 | 447,912 | |||||||||
| Amount due from related parties | 23 | 13,052 | 57,309 | |||||||||
| Restricted cash | 459 | 400 | ||||||||||
| Cash and cash equivalents | 20 | 190,912 | 748,721 | |||||||||
| TOTAL CURRENT ASSETS | 8,857,532 | 8,727,105 | ||||||||||
| TOTAL ASSETS | $ | 9,633,830 | $ | 9,417,276 | ||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||
| NON-CURRENT LIABILITIES: | ||||||||||||
| Lease liabilities non-current portion | 25 | 129,713 | 6,412 | |||||||||
| Long term bank loan non-current portion | 24 | 1,334,565 | 1,503,797 | |||||||||
| TOTAL NON-CURRENT LIABILITIES | 1,464,278 | 1,510,209 | ||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Trade and other payables | 22 | $ | 1,227,913 | $ | 1,821,759 | |||||||
| Tax payable | 12 | 123,184 | 105,058 | |||||||||
| Contract liabilities | 7 | 529,008 | 124,507 | |||||||||
| Due to related parties | 23 | 337,610 | 1,313 | |||||||||
| Lease liabilities - current portion | 25 | 452,940 | 493,103 | |||||||||
| Current portion of long-term bank loan | 24 | 355,466 | 371,558 | |||||||||
| TOTAL CURRENT LIABILITIES | 3,026,121 | 2,917,298 | ||||||||||
| TOTAL LIABILITIES | 4,490,399 | 4,427,507 | ||||||||||
| COMMITMENTS AND CONTINGENCIES | - | - | ||||||||||
| EQUITY: | ||||||||||||
| Ordinary shares, 1,000,000,000 shares authorized, consisting of 940,000,000 Class A ordinary shares of par value of US$ 0.001 each and 60,000,000 Class B ordinary shares of par value of US$ 0.001 each, with 49,501,000 Class A ordinary shares of $ 0.001 par value per share and 499,000 Class B ordinary shares of $ 0.001 par value per share issued and outstanding* | ||||||||||||
| Class A ordinary shares, 11,000,000 shares issued and outstanding at September 30, 2025 and March 31, 2025, respectively * | 26 | 11,000 | 11,000 | |||||||||
| Class B Ordinary shares, nil shares issued and outstanding at September 30, 2025 and March 31, 2025, respectively * | - | - | ||||||||||
| Additional paid in capital | 26 | 3,463,898 | 3,463,898 | |||||||||
| Retained earnings | 27 | 1,657,787 | 1,504,052 | |||||||||
| Accumulated other comprehensive income | 27 | 10,746 | 10,819 | |||||||||
| TOTAL SHAREHOLDERS' EQUITY | 5,143,431 | 4,989,769 | ||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 9,633,830 | $ | 9,417,276 |
The accompanying notes are an integral part of
these consolidated financial statements.
CELLYAN BIOTECHNOLOGY CO., LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in U.S. dollar, except for the number of shares)
| Attributable to CELLYAN BIOTECHNOLOGY CO., LTD's shareholders | Accumulated | |||||||||||||||||||||||||||||||||||
| Ordinary shares | Additional | Other | ||||||||||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Subscription | Retained | Comprehensive | Total | ||||||||||||||||||||||||||||||
| Shares * | Amount | Shares * | Amount | Capital | receivable | earnings | Income (Loss) | equity | ||||||||||||||||||||||||||||
| Balance at March 31, 2024 | 9,501,000 | $ | 9,501 | 499,000 | 499 | 3,017,409 | ( 300,000 | ) | 1,531,108 | ( 4,858 | ) | 4,253,659 | ||||||||||||||||||||||||
| Class B capital injection | - | - | - | - | - | 250,000 | - | - | 250,000 | |||||||||||||||||||||||||||
| Net income (loss) for the period | - | - | - | - | - | - | 828,559 | - | 828,559 | |||||||||||||||||||||||||||
| Foreign currency translation gain | - | - | - | - | - | - | - | 20,032 | 20,032 | |||||||||||||||||||||||||||
| Balance at September 30, 2024 | 9,501,000 | $ | 9,501 | 499,000 | 499 | 3,017,409 | ( 50,000 | ) | 2,359,667 | 15,174 | 5,352,250 | |||||||||||||||||||||||||
| Balance at March 31, 2025 | 11,000,000 | $ | 11,000 | - | - | 3,463,898 | - | 1,504,052 | 10,819 | 4,989,769 | ||||||||||||||||||||||||||
| Class B capital injection | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Net income (loss) for the period | - | - | - | - | - | - | 153,735 | - | 153,735 | |||||||||||||||||||||||||||
| Foreign currency translation gain | - | - | - | - | - | - | - | ( 73 | ) | ( 73 | ) | |||||||||||||||||||||||||
| Balance at September 30, 2025 | 11,000,000 | $ | 11,000 | - | - | 3,463,898 | - | 1,657,787 | 10,746 | 5,143,431 |
The accompanying notes are an integral part of
these consolidated financial statements.
CELLYAN BIOTECHNOLOGY CO., LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollar, except for the number of shares)
| For the Six Months Ended September 30, | ||||||||
| 2025 unaudited | 2024 unaudited | |||||||
| Cash flows from operating activities: | ||||||||
| Net profit for the period | $ | 153,735 | $ | 828,559 | ||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | 47,392 | 34,052 | ||||||
| Fair value gain on Investment for funds at fair value through profit or loss | ( 33,592 | ) | - | |||||
| Amortization of ROU assets | 412,272 | 407,886 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade receivables | ( 435,868 | ) | ( 1,148,824 | ) | ||||
| Inventories | ( 33,330 | ) | 382,651 | |||||
| Other receivables and prepayments | ( 227,595 | ) | ( 94,476 | ) | ||||
| Trade and other payables | ( 592,085 | ) | 372,673 | |||||
| Contract liabilities | 402,913 | ( 116,992 | ) | |||||
| Taxes payable | 18,067 | 124,689 | ||||||
| Amount due from/to related parties, net | 44,074 | ( 37,099 | ) | |||||
| Net cash (used in)/provided by operating activities | ( 244,017 | ) | 753,119 | |||||
| Cash flows from investing activities: | ||||||||
| Additions to property, plant and equipment | ( 35,433 | ) | ( 41,035 | ) | ||||
| Additions to intangible assets | ( 7,066 | ) | ( 65,308 | ) | ||||
| Net cash used in investing activities | ( 42,499 | ) | ( 106,343 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayment of bank loans | ( 184,350 | ) | ( 106,408 | ) | ||||
| Capital contribution from shareholders | - | 250,000 | ||||||
| Deferred IPO costs paid | - | ( 443,992 | ) | |||||
| Repayment of loan to related parties | ( 12,506 | ) | ( 226,679 | ) | ||||
| Loan from related parties | 347,468 | 7,451 | ||||||
| Decrease of lease liabilities, net | ( 420,166 | ) | ( 392,395 | ) | ||||
| Net cash used in financing activities | ( 269,554 | ) | ( 912,023 | ) | ||||
| Effect of exchange rates changes on cash | ( 1,680 | ) | 3,381 | |||||
| Net increase in cash | ( 557,750 | ) | ( 261,866 | ) | ||||
| Cash and restricted cash, beginning of the year | 749,121 | 627,257 | ||||||
| Cash and restricted cash, end of the year | $ | 191,371 | $ | 365,391 |
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Supplemental cash flow disclosures: | ||||||||
| Cash paid for interest (exclusive of interest for lease liability) | $ | 48,318 | $ | 49,254 | ||||
| Non cash investing/financing activities: | ||||||||
| Right-of-use assets obtained in exchange for operating new lease liabilities | $ | 503,039 | $ | 881,135 | ||||
| Right-of-use assets and operating lease liabilities modification | $ | - | $ | ( 136,858 | ) | |||
| Shares issued advanced amortized for deferred IPO costs | $ | - | $ | 457,429 |
The accompanying notes are an integral part of
these consolidated financial statements.
CELLYAN BIOTECHNOLOGY CO., LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BUSINESS
Cellyan Biotechnology Co., Ltd (f.k.a. Hong Kong
Pharma Digital Technology Holdings Limited) ("Hong Kong Pharma" or "the Company") is an exempted limited liability
company formed under the laws of the Cayman Islands on August 17, 2023. On December 31, 2025, the English name of the Company was
changed to "Cellyan Biotechnology Co., Ltd". The Company is an investment holding company and its subsidiaries (together,
the "Group") are principally engaged in the OTC pharmaceutical business through its wholly owned subsidiaries, Joint Cross
Border Logistics Company Limited ("JCB") and V-Alliance Technology Supplies Limited ("VA"), each a limited
liability corporation incorporated in Hong Kong and collectively referred to as HK Subsidiaries. There are two main categories of
business offering: (i) OTC pharmaceutical cross-border e-commerce supply chain services, primarily conducted through our Hong Kong
subsidiary, JCB, which we refer to as the "Supply Chain Services" division and (ii) OTC pharmaceutical cross-border procurement
and distribution, primarily conducted through our Hong Kong subsidiary, VA, which we refer to as the "Procurement and
Distribution" division.
As of September 30, 2025, the Company's
subsidiaries and consolidated affiliated entities were as follows:
| Subsidiaries | Date of Incorporation | Jurisdiction of Formation | Percentage of direct/indirect Economic Ownership | Principal Activities | ||||||
| Joint Cross Border Logistics Company Limited ("JCB") | July 18 th , 2017 | Hong Kong, PRC | 100 % | custom clearance, drugs enlisting, warehouse services and other logistics services | ||||||
| V-Alliance Technology Supplies Limited ("VA") | September 1 st , 2016 | Hong Kong, PRC | 100 % | procurement and distribution of pharmaceutical products |
As described below, the Company, through a series
of transactions which is accounted for as a reorganization of entities under common control (the "Reorganization"), became
the ultimate parent of its subsidiaries. Mr. Lap Sun Wong, the CEO and the Chairman of the Board of Directors of the Company, is
the ultimate controlling shareholder of the Company.
A reorganization of the legal structure was completed
on December 7, 2023. The reorganization involved:
Before and after the Reorganization, the Company,
together with its subsidiaries, is effectively controlled by the same shareholder, and therefore the reorganization is considered as a
recapitalization of entities under common control in accordance with Accounting Standards Codification ("ASC") 805-50-25.
IFRS does not have a standard nor cover combination under common control, and the Company chooses to adapt from US GAAP ASC is not contradictory
to compliance with IFRS. Therefore, the consolidation of the Company and its subsidiaries have 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 financial statements in accordance with ASC 805-50-45-5. Therefore, all subsidiaries are consolidated
under common control basis. All references to the number of ordinary shares and per share data in the accompanying consolidated financial
statements have been retrospectively restated to reflect the reorganization. However, the shares issued to new investors on December 1,
2023 were not part of the reorganization and have been accounted for prospectively.
NOTE 2 - ADOPTION OF NEW AND
Adoption of new and revised Standards - For
the purpose of preparing and presenting the consolidated financial statements for the six months ended September 30, 2024 and 2025,
the Group has consistently applied the accounting policies which conform with International Financial Reporting Standards ("IFRS
Accounting Standards"), which are effective for the accounting periods beginning on or after April 1, 2024, throughout the
year ended March 31, 2025 and six months ended September 30, 2025.
Amendments to IAS 1 and IFRS Practice Statement
2: Disclosure of Accounting Policies
The Group has adopted the amendments to IAS 1 Presentation
of Financial Statements for the first time in the financial year ended March 31, 2023. The amendments change the requirements
in IAS 1 with regard to disclosure of accounting policies. Accounting policy information is material if, when considered together with
other information included in an entity's financial statements, it can reasonably be expected to influence decisions that the primary
users of general purpose financial statements make on the basis of those financial statements.
The supporting paragraphs in IAS 1 are also amended
to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need
not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions,
even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or
conditions is itself material.
The Group has applied materiality guidance in
IFRS Practice Statement 2 in identifying its material accounting policies for disclosures in the related notes. The previous term significant
accounting policies' used throughout the financial statements has been replaced with material accounting policies information'.
New and revised IFRS Accounting Standards
in issue but not yet effective
At September 30, 2025, the Group has not applied
the following new and revised IFRS Accounting Standards that have been issued but are not yet effective:
| Sales or Contribution of Assets between an Investor and its Associate or Joint Venture-Amendments to IFRS 10 and IAS 28 (2) | ||
| Disclosures in Uncertainties in the Financial Statements (1) |
The Group does not expect that the adoption of
the Standards listed above will have a material impact on the consolidated financial statements of the Group in future periods.
The principal accounting policies adopted in the
preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented,
unless otherwise stated.
Basis of preparation
The consolidated financial statements have been
prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board.
The consolidated financial statements have been
prepared on historical cost basis, except for certain financial instruments that are measured at fair values at the end of each reporting
period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given
in exchange for goods and services.
Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless