v3.26.1
BUSINESS COMBINATION
 12 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATION

 

5. BUSINESS COMBINATION

 

On March 30, 2026, the Company completed the acquisition of 34,200,000 Shares of KMFG, a Nevada-incorporated company headquartered in Shenzhen, People’s Republic of China. KMFG operates two core business segments: (i) an apparel and garment trading business focused on the wholesale distribution of men’s and women’s apparel to distributors primarily in China, sourcing directly from manufacturers without maintaining its own production facilities; and (ii) a digital publishing business conducted through its wholly owned subsidiary, GW Reader Sdn. Bhd. in Malaysia, which operates a mobile-based online fiction platform utilizing a pay-per-chapter microtransaction model for global readers. The aggregate purchase price for the acquisition was approximately $5.5 million, which was satisfied through the transfer of a portion of an existing bond held by the Company. In connection with the consummation of the acquisition, the Company transferred a portion of such bond at closing, in the principal amount of approximately $5.5 million, to the Seller (or its designated counterparty) as consideration for the Shares. Following the completion of the acquisition, the Company holds approximately 62.18% of the voting rights of the issued and outstanding shares of Keemo Fashion, on a fully diluted basis, and Keemo Fashion has become a controlled subsidiary of the Company.

 

The Company recognized goodwill of $5,694,696 on this acquisition. The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations”. The results of KMFG’s operations have been included in the consolidated financial statements since its acquisition date.

 

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition. This table represents the initial accounting for the acquisition. These provisional amounts may be adjusted in the measurement period (that will not exceed one year from the acquisition):

 

   As of
March 30, 2026		 
     
Cash in bank  $15,657 
Trade receivable   39 
Other receivables   5,132 
Goodwill   293,499 
Accrued liabilities, other payables and deposits received   (27,949)
Deferred Revenue   (45,017)
Amount due to related parties   (554,478)
Noncontrolling interest   118,421 
Net book value at acquisition date   (194,696)
Goodwill at acquisition   5,694,696 
Purchase consideration  $5,500,000 

 

Unaudited Pro Forma Condensed Combined Statement of Operations

 

The following unaudited pro forma condensed combined statement of operations presents the results of operations of the Company for the year ended March 31, 2026 as if the acquisition of KMFG had occurred on April 1, 2025, the beginning of the fiscal year. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the actual results of operations that would have occurred had the acquisition been completed on April 1, 2025, nor are they indicative of future operating results.

 

 

The unaudited pro forma condensed combined statement of operations for the fiscal year ended March 31, 2026 give effect to the Acquisition as if it had occurred on April 1, 2025 (the beginning of the fiscal year).

 

             
   Historical         
  

Addentax

Group Corp.

  

Keemo Fashion

Group Limited

  

Pro Forma

Adjustments

  

Pro Forma

Combined

 
                 
REVENUE  $5,371,183   $-   $-   $5,371,183 
                     
LOSS FROM OPERATIONS  $(1,529,220)   (67,368)   -    (1,596,308)
                     
NET LOSS  $(4,468,885)   (67,368)   -    (4,536,253)
Less: Net loss attribute to Non-control Interest (37.82%)   -    -    25,479    25,479 
Net loss attribute to equity holders of ADDENTAX GROUP CORP.   (4,468,885)   (67,368)   25,479    (4,510,774)
                     
NET LOSS  $(4,468,885)   (67,368)   -    (4,536,253)
FOREIGN CURRENCY TRANSLATION LOSS   (166,913)   (11,261)        (178,174)
TOTAL COMPREHENSIVE LOSS   (4,635,798)   (78,629)        (4,714,427)
Less: Other comprehensive loss attribute to Non-control Interest (37.82%)             4,259    4,259 
Total comprehensive loss attribute to equity holders of ADDENTAX GROUP CORP.   (4,635,798)   (78,629)   29,738    (4,710,167)
Total comprehensive loss attribute to Non-control Interest (37.82%)        -    (29,738)   (29,738)
                     
NET LOSS PER SHARE, BASIC AND DILUTED   (6.27)   -    -    (6.36)
Weighted average number of common shares outstanding, basic and diluted   713,142    55,000,000    (55,000,000)   713,142 

 

The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances.

 

1) Basis of Presentation

 

The accompanying unaudited pro forma condensed combined statement of operations gives effect to the Company’s acquisition of a 62.18% controlling interest in KMFG (“Target”) (the “Acquisition”). The Acquisition was signed on February 17, 2026 and consummated on March 30, 2026.

 

The unaudited pro forma condensed combined statement of comprehensive loss is presented to illustrate the effect of the Acquisition as if it had been completed on April 1, 2025.

 

The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have actually occurred had the Acquisition been completed at the beginning of the periods presented, nor is it necessarily indicative of future consolidated results of operations.

 

2) Principles of Consolidation and Noncontrolling Interest

 

The Company consolidates Target in the pro forma statement of operations because the Acquisition results in the Company holding a 62.18% controlling voting interest in Target. Accordingly, the Company reflects 100% of Target’s revenues and expenses in the pro forma combined statement of operations. Net income and total comprehensive income are allocated between the controlling interest and noncontrolling interest based on their respective ownership percentages of 62.18% and 37.82%, respectively.

 

3) Significant Pro Forma Adjustments

 

The material pro forma adjustments included in the accompanying unaudited pro forma condensed combined statement of operations are as follows:

 

(a) To record the total purchase consideration of $5,500,000 transferred to acquire the 62.18% controlling interest in Target, and to record preliminary fair value adjustments to identifiable assets acquired and liabilities assumed, with the excess recorded as goodwill.

 

 

(b) To reflect the allocation of net loss and comprehensive loss between the controlling interest and the 37.82% noncontrolling interest.

 

(c) To eliminate intercompany transactions between the Company and Target.

 

(d) To recognize income tax effects associated with the pro forma adjustments, based on enacted statutory tax rates.

 

(e) No pro forma adjustments were made for new or refinanced indebtedness, as no new debt was incurred in connection with the Acquisition.

 

4) Allocation of Net Income and Comprehensive Income

 

Consolidated net income reflects the total results of the combined group. Net income attributable to the noncontrolling interest (37.82%) is deducted from consolidated net income to arrive at net income attributable to the Company’s stockholders.

 

Similarly, total comprehensive income is presented for the consolidated group, and comprehensive income attributable to noncontrolling interest (37.82%) is separately disclosed to derive total comprehensive income attributable to the Company’s stockholders.

 

5) Limitations of Pro Forma Information

 

The pro forma financial information does not reflect:

 

  ● any expected operating synergies, cost savings, or revenue enhancements;
     
  ● any one-time transaction, integration, or restructuring costs;
     
  ● any changes in operations, capital expenditures, or other anticipated events.

 

Accordingly, the pro forma condensed combined financial information is not intended to represent or be indicative of the actual results of operations that would have occurred had the Acquisition been completed on April 1, 2025, nor is it indicative of future operating results.