Full Press Release Details
CHARMING MEDICAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025 AND MARCH 31, 2025
(Amounts in U.S. dollars, except for share and per share data, or otherwise noted)
| As September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 1,774,240 | 816,771 | ||||||
| Certificates of deposit | 398,687 | 1,441,099 | ||||||
| Trading securities | 513,546 | 503,453 | ||||||
| Accounts receivable, net | 139,667 | 395,901 | ||||||
| Deposits, prepayments and other receivables | 60,781 | 183,190 | ||||||
| Inventories, net | 39,977 | 26,797 | ||||||
| Total current assets | 2,926,898 | 3,367,211 | ||||||
| Non-current assets | ||||||||
| Property and equipment, net | 516,367 | 500,053 | ||||||
| Right-of-use assets, net | 327,696 | 710,542 | ||||||
| Deposits and prepayments | 170,544 | 128,290 | ||||||
| Deferred tax asset, net | 46,280 | 77,293 | ||||||
| Deferred offering costs | 1,467,194 | 572,352 | ||||||
| Total non-current assets | 2,528,081 | 1,988,530 | ||||||
| TOTAL ASSETS | 5,454,979 | 5,355,741 | ||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accruals and other payables | 216,664 | 246,464 | ||||||
| Contract liabilities | 3,717,923 | 3,463,453 | ||||||
| Bank borrowings | 246,812 | 314,226 | ||||||
| Operating lease liabilities | 220,267 | 474,739 | ||||||
| Finance lease liabilities | - | 13,641 | ||||||
| Tax payables | 221,374 | 221,339 | ||||||
| Amount due to a director | 367,682 | 214,603 | ||||||
| Total current liabilities | 4,990,722 | 4,948,465 | ||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities | 106,285 | 257,841 | ||||||
| Finance lease liabilities | - | 100,192 | ||||||
| Total non-current liabilities | 106,285 | 358,033 | ||||||
| TOTAL LIABILITIES | 5,097,007 | 5,306,498 |
CHARMING MEDICAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - (Continued)
AS OF SEPTEMBER 30, 2025 AND MARCH 31, 2025
(Amounts in U.S. dollars, except for share and per share data, or otherwise noted)
| As September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| (Unaudited) | (Audited) | |||||||
| Commitments and contingencies (Note 15) | ||||||||
| Shareholders' equity | ||||||||
| Class B Ordinary shares, US$0.0001 par value, 15,000,000 shares authorized, and 2,000,000 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively* | 200 | 200 | ||||||
| Class A Ordinary shares, US$0.0001 par value, 60,000,000 shares authorized, and 13,338,000 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively* | 1,334 | 1,334 | ||||||
| Additional paid-in capital | 312,880 | 312,880 | ||||||
| Subscription receivables | - | (381,043 | ) | |||||
| Retained earnings | 46,463 | 119,441 | ||||||
| Accumulated other comprehensive loss | (2,905 | ) | (3,569 | ) | ||||
| Total shareholders' equity | 357,972 | 49,243 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 5,454,979 | 5,355,741 |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
CHARMING MEDICAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Amounts in U.S. dollars, except for share and per share data, or otherwise noted)
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| REVENUES | ||||||||
| Beauty, wellness and postpartum services | 1,993,898 | 2,905,920 | ||||||
| Sales of products | 82,832 | 52,588 | ||||||
| Franchise | 83,205 | - | ||||||
| TOTAL REVENUES | 2,159,935 | 2,958,508 | ||||||
| OPERATING COST AND EXPENSES | ||||||||
| Cost of sales of products | 30,523 | 6,292 | ||||||
| Advertising and promotion expenses | 355,370 | 583,963 | ||||||
| Staff costs and employee benefits | 885,095 | 895,988 | ||||||
| Rental and building management expenses | 291,664 | 331,380 | ||||||
| Professional expenses | 269,320 | 137,566 | ||||||
| Depreciation | 124,839 | 155,931 | ||||||
| Bank charges | 74,128 | 103,094 | ||||||
| Consumables | 55,135 | 65,080 | ||||||
| Other general and administrative expenses | 168,248 | 124,365 | ||||||
| TOTAL OPERATING EXPENSES | 2,254,322 | 2,403,659 | ||||||
| (LOSS) INCOME FROM OPERATIONS | (94,387 | ) | 554,849 | |||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest income | 13,283 | 28,320 | ||||||
| Interest expense | (10,966 | ) | (11,280 | ) | ||||
| Unrealized gain from trading securities | 10,567 | - | ||||||
| Other income (expense) | 39,404 | (13,971 | ) | |||||
| TOTAL OTHER INCOME, NET | 52,288 | 3,069 | ||||||
| (LOSS) INCOME BEFORE INCOME TAX | (42,099 | ) | 557,918 | |||||
| INCOME TAX EXPENSES | (30,879 | ) | (89,101 | ) | ||||
| NET (LOSS) INCOME | (72,978 | ) | 468,817 | |||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||
| Foreign currency translation adjustment | 664 | (3,804 | ) | |||||
| TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | 664 | (3,804 | ) | |||||
| TOTAL COMPREHENSIVE (LOSS) INCOME | (72,314 | ) | 465,013 | |||||
| (LOSS) EARNINGS PER SHARE | ||||||||
| Basic and diluted* | (0.00 | )** | 0.03 | |||||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||||
| Basic and diluted* | 15,338,000 | 15,338,000 |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
CHARMING MEDICAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Amounts in U.S. dollars, except for share
and per share data, or otherwise noted)
| Ordinary shares | (Accumulated | Accumulated | Total (deficit) equity attributable | Total | ||||||||||||||||||||||||||||||||||||||||
| Class A No. of shares* | Amount | Class B No. of shares* | Amount | Additional paid-in capital | Subscription receivable | losses) retained earnings | other comprehensive income (loss) | to owners of the Company | Non- controlling Interests | shareholders' (deficit) equity | ||||||||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||||||||||||||
| BALANCE, April 1, 2024 (Audited) | 13,338,000 | 1,334 | 2,000,000 | 200 | 379,509 | (381,043 | ) | (1,079,644 | ) | 205 | (1,079,439 | ) | (66,629 | ) | (1,146,068 | ) | ||||||||||||||||||||||||||||
| Acquisition of non-controlling interests | (66,629 | ) | - | (66,629 | ) | 66,629 | - | |||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | 468,817 | - | 468,817 | - | 468,817 | |||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | (3,804 | ) | (3,804 | ) | - | (3,804 | ) | ||||||||||||||||||||||||||||||
| BALANCE, September 30, 2024 (Unaudited) | 13,338,000 | 1,334 | 2,000,000 | 200 | 312,880 | (381,043 | ) | (610,827 | ) | (3,599 | ) | (681,055 | ) | - | (681,055 | ) | ||||||||||||||||||||||||||||
| BALANCE, April 1, 2025 (Audited) | 13,338,000 | 1,334 | 2,000,000 | 200 | 312,880 | (381,043 | ) | 119,441 | (3,569 | ) | 49,243 | - | 49,243 | |||||||||||||||||||||||||||||||
| Proceed from shareholders for settlement of subscription receivables | - | - | - | - | - | 381,043 | - | - | 381,043 | - | 381,043 | |||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | (72,978 | ) | - | (72,978 | ) | - | (72,978 | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | 664 | 664 | - | 664 | |||||||||||||||||||||||||||||||||
| BALANCE, September 30, 2025 (Unaudited) | 13,338,000 | 1,334 | 2,000,000 | 200 | 312,880 | - | 46,463 | (2,905 | ) | 357,972 | - | 357,972 |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
CHARMING MEDICAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Amounts in U.S. dollars, except for share and per share data, or otherwise noted)
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss) income | (72,978 | ) | 468,817 | |||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||||||||
| Depreciation | 124,840 | 155,931 | ||||||
| Gain on early termination of an operating right-of-use of asset | 1,081 | - | ||||||
| Non-cash portion of operating lease expenses | (24,168 | ) | 6,442 | |||||
| Unrealized gain from trading securities | (10,567 | ) | - | |||||
| Gain on disposal of property and equipment | (11,696 | ) | - | |||||
| Deferred income taxes | 31,013 | 38,544 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | 256,234 | (40,178 | ) | |||||
| Deposits, other receivables and prepayments | 80,155 | 74,475 | ||||||
| Inventories | (13,180 | ) | (5,999 | ) | ||||
| Accruals and other payables | (29,800 | ) | (104,152 | ) | ||||
| Contract liabilities | 254,470 | (312,142 | ) | |||||
| Tax payables | - | 50,736 | ||||||
| Net cash generated from operating activities | 585,404 | 332,474 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | (160,311 | ) | (170,284 | ) | ||||
| Proceed from disposal of property and equipment | 30,466 | - | ||||||
| Proceeds from redemption of certificates of deposit | 1,042,412 | - | ||||||
| Net cash generated from (used in) investing activities | 912,567 | (170,284 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from finance lease | - | 86,370 | ||||||
| Repayment for finance lease | (113,833 | ) | - | |||||
| Repayment for bank borrowings | (67,414 | ) | (62,337 | ) | ||||
| Deferred offering costs | (894,842 | ) | (399,338 | ) | ||||
| Proceed from shareholders for settlement of subscription receivables | 381,043 | - | ||||||
| Repayment from a director | 233,852 | 1,040,921 | ||||||
| Advance to a director | (80,773 | ) | (229,388 | ) | ||||
| Net cash (used in) generated from financing activities | (541,967 | ) | 436,228 | |||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | 956,004 | 598,418 | ||||||
| NET OF EXCHANGE RATE CHANGES | 1,465 | (10,017 | ) | |||||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 816,771 | 2,103,655 | ||||||
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 1,774,240 | 2,692,056 | ||||||
| SUPPLEMENTARY CASH FLOW INFORMATION: | ||||||||
| Interest received | 13,283 | 28,320 | ||||||
| Interest paid | 10,966 | 11,280 | ||||||
| NON-CASH FINANCING ACTIVITIES: | ||||||||
| Initial recognition of lease obligations related to right-of-use assets | - | 111,820 | ||||||
| Early termination of operating lease right-of-use assets | 160,474 | - | ||||||
| Acquisition of non-controlling interests | - | 66,629 |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
CHARMING MEDICAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BUSINESS OVERVIEW
Charming Medical Limited (the "Company"
or "Charming") is a holding company with limited liability incorporated as an exempted company under the laws of British Virgin
Islands ("BVI") on February 28, 2024. The Company's registered office is located at Unit 8, 3/F., Qwomar Trading
Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110 and its principal place of business situated
at Suite 1803-06, 18/F., Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong.
The Company through its subsidiaries (collectively referred to as the
"Company" or "Group") principally engage in the provision of beauty, wellness and postpartum services in Hong Kong
with a focus on utilizing traditional Chinese medicines approaches in addressing women's health issues. The Company provides various
of beauty, wellness and postpartum services include but are not limited to womb-warming therapy, BTS (Beauty, Tailor-made, Slim) pelvic
detox therapy, agarwood moxibustion treatment, traditional Chinese medicine-inspired prenatal massage, and Indonesian traditional abdominal
binding, sales of traditional Chinese medicines health products, consultancy services and franchise.
The business was founded by Ms. Wong Kit
("Ms. Wong") in Hong Kong on July 14, 2016.
Organization and reorganization
The Company was incorporated under the laws of
the British Virgin Islands as a limited company on February 28, 2024 and as a holding company. As at the date of its incorporation,
the authorized share capital of the Company was US$7,500 divided into 50,000 ordinary shares with a par value of US$0.15 each. The Company
allotted and issued 8,892 ordinary shares to Ms. Wong Kit by cash at the incorporation date.
Beautylab Group Medical Limited ("Beautylab"),
a BVI company incorporated by the Company in the BVI on May 6, 2024, is the immediate holding company of the directly wholly-owned
subsidiaries of My Beauty Technology Limited ("My Beauty"), Dream International Trading (Hong Kong) Limited ("Dream
International") and Pilate International Trading Limited ("Pilate"), and indirectly 80%-owned subsidiary of Choliya
Limited ("Choliya"), in which the immediate holding company is Pilate and an independent third party, after the group reorganization
(the "Group Reorganization") (see below). On June 18, 2024, Ms. Wong acquired 20% of equity interest from the non-controlling
shareholder and in turn Pilate acquired 20% of equity interest in Choliya from Ms. Wong on September 16, 2024. As a result, Choliya
becomes a wholly-owned subsidiary of the Company from September 16, 2024.
Pilate, Dream International, My Beauty and Choliya
(collectively "Hong Kong Subsidiaries"), limited liability incorporated in Hong Kong on July 14, 2016, March 14,
2017, September 19, 2019 and March 7, 2021, respectively, by Ms. Wong, with issued ordinary shares of 10,000 shares prior to
Group Reorganization, are operating entities in Hong Kong.
Pursuant to a Group Reorganization, to rationalize
the structure of the Company and its subsidiaries (collectively, the "Group") in preparation for the listing of the Company's
Class A ordinary shares, the Company became the holding company of the Group on September 16, 2024, which involved (i) the
incorporation of the Company on February 28, 2024 and allotment of 8,892 ordinary shares to Ms. Wong, the Controlling Shareholder,
at par value of US$0.15; (ii) incorporation of Beautylab Group Medical Limited ("Beautylab") on May 6, 2024 by the
Company; (iii) on September 10, 2024, the allotment of 990,000 ordinary shares of each of Pilate, Dream International and My
Beauty to Beautylab resulting in 99% and 1% of equity interest being held by Beautylab and Ms. Wong, respectively; (iv) the transfer
of 10,000 ordinary shares of each of Pilate, Dream International and My Beauty from Ms. Wong to Beautylab at par value on September 16,
2024; (iv) a share transfer of an aggregate 1,725 ordinary shares (representing 19.4% of total issued ordinary shares as of the date
of the transfer) of the Company being held by Ms. Wong to five independent individuals, at an aggregate consideration of US$194,000 by
cash on September 19, 2024, with each individual holding less than 5% of shareholding in the Company.
On October 18, 2024, the shareholders of
the Company approved the reclassification of the currently authorized single class of ordinary shares into two classes which are divided
into 60,000,000 Class A ordinary shares, with a par value of $0.0001 each and 15,000,000 Class B ordinary shares, with a par
value of $0.0001 each. The shareholding of the original one class ordinary share 13,338,000
in the Company was transferred to Class A ordinary shares and the proportion of their shareholdings in the Company being held by
Ms. Wong and each individual shareholder remains unchanged.
CHARMING MEDICAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BUSINESS OVERVIEW (cont.)
On November 1, 2024, an aggregate 2,000,000
Class B ordinary shares were allotted to Ms. Wong, the Controlling Shareholder at a cash consideration of par value of $0.0001 per
After the Group Reorganization and above transactions
as of November 1, 2024, the Company, together with its subsidiaries, are effectively controlled by the same Controlling Shareholder,
Ms. Wong, i.e., ultimately held as to 100.0% and 77.60% in terms of equity interest in the Company and 100.0% and 94.40% in terms of voting
rights in the Company by the Controlling Shareholder before and after the Group Reorganization, respectively, and therefore the Group
Reorganization is considered as a recapitalization of entities under common control.
The consolidation of the Company and its subsidiaries has been
accounted for at historical cost. No amount is recognized in respect of goodwill or excess of acquirer's interest in the net fair
value of acquiree's identifiable assets, liabilities and contingent liabilities over cost at the time of reorganization under common
control. The unaudited interim condensed consolidated statements of operations and comprehensive (loss) income, unaudited interim condensed
consolidated statements of changes in shareholders' equity and unaudited interim condensed consolidated statements of cash flows
are prepared as if the current Group structure had been in existence throughout the six months ended September 30, 2025 and