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What changed in Globavend Holdings Ltd's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Globavend Holdings Ltd's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+755 added−343 removedSource: 20-F (2026-02-13) vs 20-F (2025-02-12)

Top changes in Globavend Holdings Ltd's 2025 20-F

755 paragraphs added · 343 removed · 256 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

91 edited+201 added−47 removed381 unchanged
Biggest changeThe PRC legal system is based on written statutes and prior court decisions have limited value as precedents. Since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations, and rules, which could change at any time with little advance notice, are not always uniform, and enforcement of these laws, regulations, and rules involves uncertainties.
Biggest changeThese uncertainties could limit the legal protections available to you. 11 Uncertainties regarding the interpretation and enforcement of PRC laws, rules, and regulations, which could change at any time with little advance notice, could limit the legal protections available to us. The PRC legal system is based on written statutes and prior court decisions have limited value as precedents.
Our success and growth depend on our on the knowledge, experience, and expertise of our management team, who is responsible for overseeing financial condition and performance, sales and marketing, product design and development, and business strategy formulation, as well as the ability to identify, hire, train, and retain suitable, skilled, and qualified employees. In particular, Mr.
Our success and growth depend on the knowledge, experience, and expertise of our management team, who is responsible for overseeing financial condition and performance, sales and marketing, product design and development, and business strategy formulation, as well as the ability to identify, hire, train, and retain suitable, skilled, and qualified employees. In particular, Mr.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● The rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● The sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect to a security registered under the Exchange Act; ● The sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● The selective disclosure rules by issuers of material non-public information under Regulation FD.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● The rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● The sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect to a security registered under the Exchange Act; 26 ● The sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● The selective disclosure rules by issuers of material non-public information under Regulation FD.
Since these statements and regulatory actions are new, it is highly uncertain how soon the PRC legislative or administrative regulation-making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or what the potential impact that any such modified or new laws and regulations would have on our daily business operations and the ability to accept foreign investments and list on a U.S. or other foreign exchange.
Since these statements and regulatory actions are new, it is uncertain how soon the PRC legislative or administrative regulation-making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or what the potential impact that any such modified or new laws and regulations would have on our daily business operations and the ability to accept foreign investments and list on a U.S. or other foreign exchange.
Our Hong Kong counsel advised that the Securities and Futures Commission of Hong Kong (“SFC”) is a signatory to the International Organization of Securities Commissions Multilateral Memorandum of Understanding (“MMOU”), which provides for mutual investigatory and other assistance and exchange of information between securities regulators around the world, including the SEC.
Our Hong Kong counsel advised that the Securities and Futures Commission of Hong Kong (“SFC”) is a signatory to the International Organization of Securities Commissions Multilateral Memorandum of Understanding, which provides for mutual investigatory and other assistance and exchange of information between securities regulators around the world, including the SEC.
However, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any.
However, since these statements and regulatory actions are new, it is uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any.
We would also continue to enhance our information technology infrastructure and develop intelligent delivery and collection solutions to lower labor involvements and, thus, reduce labor costs. Natural disasters, acts of war, and other catastrophic events may adversely affect our operations.
We would also continue to enhance our information technology infrastructure and develop intelligent delivery and collection solutions to lower labor involvements and, thus, reduce labor costs. 9 Natural disasters, acts of war, and other catastrophic events may adversely affect our operations.
Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.
Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, when required, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.
As a result, average wages in Hong Kong and certain other regions (such as Australia) are expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to pay various statutory employee benefits, including a mandatory provident fund to designated government agencies for the benefit of our employees.
As a result, average wages in Hong Kong, China and certain other regions (such as Australia) are expected to continue to increase. In addition, we are required by the local laws and regulations to pay various statutory employee benefits, including a mandatory provident fund to designated government agencies for the benefit of our employees.
Wai Yiu Yau, our founder, chief executive officer, and chairman of the board, has accumulated over 18 years of experience in the logistics industry. See “Item 6. Directors, Senior Management and Employees.” In particular, Mr. Yau has made significant contribution to our success and has an indispensable value in guiding our future development.
Wai Yiu Yau, our founder, chief executive officer, and chairman of the board, has accumulated over 20 years of experience in the logistics industry. See “Item 6. Directors, Senior Management and Employees.” In particular, Mr. Yau has made significant contribution to our success and has an indispensable value in guiding our future development.
In such circumstances, our capability to undertake relevant work may be directly impacted, and our business may be materially and adversely affected. We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues during the years ended September 30, 2022, 2023 and 2024.
In such circumstances, our capability to undertake relevant work may be directly impacted, and our business may be materially and adversely affected. We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues during the years ended September 30, 2023, 2024 and 2025.
We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost efficient, or liability-free manner or at all. 17 Table of Contents On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with PRC-based operating companies (including Hong Kong) before their registration statements will be declared effective.
We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost efficient, or liability-free manner or at all. 12 On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with PRC-based operating companies (including Hong Kong) before their registration statements will be declared effective.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong or China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 15 Table of Contents For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between the ultimate holding company and our Operating Subsidiary in Hong Kong.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong or China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 10 For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between the ultimate holding company and our Operating Subsidiary in Hong Kong.
However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China, and we cannot assure you that our current auditor’s work will continue to be able to be inspected by the PCAOB. 19 Table of Contents As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S.
However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China, and we cannot assure you that our current auditor’s work will continue to be able to be inspected by the PCAOB. 14 As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S.
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which, in turn, could cause our share price or trading volume to decline and result in the loss of all or a part of your investment in us. 29 Table of Contents You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing original actions in the Cayman Islands or Hong Kong based on U.S. or other foreign laws, and the ability of U.S. authorities to bring actions in the Cayman Islands or Hong Kong may also be limited.
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which, in turn, could cause our share price or trading volume to decline and result in the loss of all or a part of your investment in us. 24 You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing original actions in the Cayman Islands or Hong Kong based on U.S. or other foreign laws, and the ability of U.S. authorities to bring actions in the Cayman Islands or Hong Kong may also be limited.
In the course of management’s preparation and our independent registered public accounting firm’s auditing our consolidated financial statements for the year ended September 30, 2024, we have identified certain material weakness in our internal control over financial reporting.
In the course of management’s preparation and our independent registered public accounting firm’s auditing our consolidated financial statements for the year ended September 30, 2025, we have identified certain material weakness in our internal control over financial reporting.
In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take. 24 Table of Contents The future of Hong Kong’s position as a major air cargo hub in Asia is uncertain.
In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take. 19 The future of Hong Kong’s position as a major air cargo hub in Asia is uncertain.
Currently, the merger rule only applies where an undertaking that directly or indirectly holders a “carrier license” within the meaning of the Telecommunications Ordinance (Chapter 106 of the Laws of Hong Kong) is involved in a merger, and is therefore not applicable to our business. 23 Table of Contents The Competition Commission is a statutory body in Hong Kong established to investigate any contravention against and enforce on the provisions of the Competition Ordinance, and the Competition Tribunal is a tribunal set up under the Competition Ordinance, as part of Hong Kong judiciary, to hear and decide cases connected with competition law in Hong Kong.
Currently, the merger rule only applies where an undertaking that directly or indirectly holders a “carrier license” within the meaning of the Telecommunications Ordinance (Chapter 106 of the Laws of Hong Kong) is involved in a merger, and is therefore not applicable to our business. 18 The Competition Commission is a statutory body in Hong Kong established to investigate any contravention against and enforce on the provisions of the Competition Ordinance, and the Competition Tribunal is a tribunal set up under the Competition Ordinance, as part of Hong Kong judiciary, to hear and decide cases connected with competition law in Hong Kong.
We are therefore a “controlled company” as defined under the Nasdaq Stock Market Rules. 33 Table of Contents Under Rule 4350(c) of Nasdaq Capital Market Rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq Capital Market Rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors.
We are therefore a “controlled company” as defined under the Nasdaq Stock Market Rules. 28 Under Rule 4350(c) of Nasdaq Capital Market Rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq Capital Market Rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors.
In addition, we cannot assure you that we will be able to obtain access to preferred third-party service providers at attractive rates or that these providers will have adequate capacity available to meet the needs of our customers. 7 Table of Contents Our business is susceptible to disruptions in the business activities of our suppliers of cargo space.
In addition, we cannot assure you that we will be able to obtain access to preferred third-party service providers at attractive rates or that these providers will have adequate capacity available to meet the needs of our customers. Our business is susceptible to disruptions in the business activities of our suppliers of cargo space.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. 18 Table of Contents On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, as approved by the State Council, released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. 13 On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, as approved by the State Council, released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies (the “Trial Administrative Measures”) and five interpretive guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023.
It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaires in Hong Kong, their respective abilities to accept foreign investments, and the listing of our Ordinary Shares on U.S. or other foreign exchanges.
It is also uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries in Hong Kong, their respective abilities to accept foreign investments, and the listing of our Ordinary Shares on U.S. or other foreign exchanges.
In the course of business, our operating subsidiary Globavend HK obtains cargo space from air freight carriers through block space arrangements and direct booking. The block space agreements guarantee us a predetermined allocation of air cargo space at a discounted rate compared to prevailing market rates for a term of nearly 12 months.
In the course of business, Globavend HK obtains cargo space from air freight carriers through block space arrangements and direct booking. The block space agreements guarantee us a predetermined allocation of air cargo space at a discounted rate compared to prevailing market rates for a term of nearly 12 months.
If the CSRC Filing Rules become applicable to our subsidiaires in Hong Kong, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to our susbidiairies in Hong Kong, our business operations and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or CSRC Overseas Issuance and Listing review in the future.
If the CSRC Filing Rules become applicable to our subsidiaries in Hong Kong, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to our subsidiaries in Hong Kong, our business operations and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or CSRC Overseas Issuance and Listing review in the future.
Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could, in turn, have a material adverse effect on the business outlook of our business. 22 Table of Contents Compliance with Hong Kong’s Personal Data (Privacy) Ordinance and any such other existing or future data privacy related laws, regulations and governmental orders may entail significant expenses and could materially affect our business.
Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could, in turn, have a material adverse effect on the business outlook of our business. 17 Compliance with Hong Kong’s Personal Data (Privacy) Ordinance and any other existing or future data privacy related laws, regulations and governmental orders may entail significant expenses and could materially affect our business.
It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. 21 Table of Contents The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in PRC-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.
It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. 16 The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in PRC-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.
In addition, the carrying value of the related assets may be subject to impairment, which may adversely affect our financial condition and operating results. 9 Table of Contents Our business is substantially dependent on our relationship with our major service suppliers. Changes or difficulties in our relationships with our service suppliers may harm our business and financial results.
In addition, the carrying value of the related assets may be subject to impairment, which may adversely affect our financial condition and operating results. Our business is substantially dependent on our relationship with our major service suppliers. Changes or difficulties in our relationships with our service suppliers may harm our business and financial results.
If we were to be or become a PFIC for any taxable year during which a U.S. holder holds our Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. holder. 32 Table of Contents We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
If we were to be or become a PFIC for any taxable year during which a U.S. holder holds our Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. holder. 27 We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
However, because the market prices of the ELOC Shares may fluctuate from time to time after the date of this prospectus, the actual purchase prices to be paid by the Investor for the ELOC Shares that we direct it to purchase under the ELOC Purchase Agreement, if any, also may fluctuate significantly based on the market price of the ELOC Shares. 34 Table of Contents Any issuance and sale by us under the ELOC Purchase Agreement of a substantial amount of ELOC Shares could cause substantial dilution to our shareholders.
However, because the market prices of the ELOC Shares may fluctuate from time to time after the date of this prospectus, the actual purchase prices to be paid by the Investor for the ELOC Shares that we direct it to purchase under the ELOC Purchase Agreement, if any, also may fluctuate significantly based on the market price of the ELOC Shares. 42 Any issuance and sale by us under the ELOC Purchase Agreement of a substantial amount of ELOC Shares could cause substantial dilution to our shareholders.
As a result, if any of our major customers experience any financial difficulty and fail to settle the outstanding amounts due to us in accordance with the agreed credit terms, our working capital position may be adversely affected. Globavend HK may be exposed to claims by third parties for infringement of intellectual property rights.
As a result, if any of our major customers experience any financial difficulty and fail to settle the outstanding amounts due to us in accordance with the agreed credit terms, our working capital position may be adversely affected. Our Operating Subsidiaries may be exposed to claims by third parties for infringement of intellectual property rights.
Such volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. 25 Table of Contents The trading prices of volatility and wide fluctuations could be due to factors beyond our control.
Such volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. 20 The trading prices of volatility and wide fluctuations could be due to factors beyond our control.
A decline in the popularity of e-commerce may adversely affect the business prospects of our customers, and ultimately, our revenue and business prospects may be adversely affected. 12 Table of Contents We may be unable to successfully implement our future business plans and objectives.
A decline in the popularity of e-commerce may adversely affect the business prospects of our customers, and ultimately, our revenue and business prospects may be adversely affected. We may be unable to successfully implement our future business plans and objectives.
Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in Hong Kong.
Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our subsidiaries in Hong Kong.
Any industrial action or strike by our labor force beyond our control may also cause temporary or prolonged disruption to our business operation. 11 Table of Contents The logistics industry in which we operate is highly fragmented and competitive, and there can be no assurance that we can compete successfully for customers in the future.
Any industrial action or strike by our labor force beyond our control may also cause temporary or prolonged disruption to our business operation. 7 The logistics industry in which we operate is highly fragmented and competitive, and there can be no assurance that we can compete successfully for customers in the future.
In addition to the above factors, the price and trading volume of our Ordinary Shares may be highly volatile due to multiple factors, including the following: ● Regulatory developments affecting us or our industry; ● Variations in our revenues, profit, and cash flow; ● Changes in the economic performance or market valuations of other financial services firms; ● Actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● Changes in financial estimates by securities research analysts; ● Detrimental negative publicity about us, our services, our officers, our directors, our Controlling Shareholder, our business partners, or our industry; ● Announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings, or capital commitments; ● Additions to or departures of our senior management; ● Litigation or regulatory proceedings involving us, our officers, our directors, or our Controlling Shareholder; ● Release or expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares; ● Sales or perceived potential sales of additional Ordinary Shares. 26 Table of Contents Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade.
In addition to the above factors, the price and trading volume of our Ordinary Shares may be highly volatile due to multiple factors, including the following: ● Regulatory developments affecting us or our industry; ● Variations in our revenues, profit, and cash flow; ● Changes in the economic performance or market valuations of other financial services firms; ● Actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● Changes in financial estimates by securities research analysts; ● Detrimental negative publicity about us, our services, our officers, our directors, our Controlling Shareholder, our business partners, or our industry; ● Announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings, or capital commitments; ● Additions to or departures of our senior management; ● Litigation or regulatory proceedings involving us, our officers, our directors, or our Controlling Shareholder; ● Release or expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares; ● Sales or perceived potential sales of additional Ordinary Shares.
Some of the services rendered by Globavend HK are subject to intellectual property protection. In the event of disputes over the use of any intellectual property in our services, there is a risk that claims may be made against Globavend HK for intellectual property infringement.
Some of the services rendered by our Operating Subsidiaries are subject to intellectual property protection. In the event of disputes over the use of any intellectual property in our services, there is a risk that claims may be made against our Operating Subsidiaries for intellectual property infringement.
As of the date of this annual report, we have not experienced any failure to detect shipments of illicit or dangerous nature. 8 Table of Contents We may fail to identify referral consignments that carry goods of dangerous or illicit nature.
As of the date of this annual report, we have not experienced any failure to detect shipments of illicit or dangerous nature. 4 We may fail to identify referral consignments that carry goods of dangerous or illicit nature.
We can provide no assurance that we will be able to find suitable replacement sites at desirable locations on terms acceptable to accommodate our future growth on a timely basis or at all or that we will not be subject to material liability resulting from third parties’ challenges on our use of such properties.
We can provide no assurance that we will be able to find suitable replacement sites at desirable locations on terms acceptable to accommodate our future growth on a timely basis or at all or that we will not be subject to material liability resulting from third parties’ challenges on our use of such properties. 8 We are exposed to credit risks of our customers.
Risks Related to Doing Business in Hong Kong All of our operations are in Hong Kong, a special administrative region of the PRC.
Risks Related to Doing Business in Hong Kong A substantial part of our operations are in Hong Kong, a special administrative region of the PRC.
As of the date of this annual report, the Company, Globavend BVI, Globavend HK and Globavend Warehouse are not a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations.
As of the date of this annual report, we are not a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations.
These cybersecurity risks could: ● Disrupt our operations and damage our information technology systems; ● Subject us to various penalties and fees by third parties; ● Negatively impact our ability to compete; ● Enable the theft or misappropriation of funds; ● Cause the loss, corruption, or misappropriation of proprietary or confidential information; ● Expose us to litigation; and ● Result in injury to our reputation, downtime, loss of revenue, and increased costs to prevent, respond to, or mitigate cybersecurity events.
These cybersecurity risks could: ● Disrupt our operations and damage our information technology systems; ● Subject us to various penalties and fees by third parties; ● Negatively impact our ability to compete; ● Enable the theft or misappropriation of funds; ● Cause the loss, corruption, or misappropriation of proprietary or confidential information; ● Expose us to litigation; and ● Result in injury to our reputation, downtime, loss of revenue, and increased costs to prevent, respond to, or mitigate cybersecurity events. 6 If a cybersecurity event occurs, it could harm our business and reputation and could result in a loss of customers.
The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services; reduce revenues; increase costs; require us to obtain more licenses, permits, approvals, or certificates; or subject us to additional liabilities.
These reserves are not distributable as cash dividends. 22 The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services; reduce revenues; increase costs; require us to obtain more licenses, permits, approvals, or certificates; or subject us to additional liabilities.
Globavend Holdings is a holding company, and we conduct all our operations in Hong Kong through our operating subsidiary, Globavend HK. Other than Globavend, our other subsidiaries in Hong Kong also include Globavend Warehouse. Hong Kong is a special administrative region of the PRC.
Globavend Holdings is a holding company, and we conduct a substantial part of our operations in Hong Kong through Globavend HK. Other than Globavend HK, our other subsidiaries in Hong Kong also include Globavend Warehouse. Hong Kong is a special administrative region of the PRC.
All of our operations are conducted in Hong Kong. Hong Kong is a special administration region of the PRC.
A substantial part of our operations are conducted in Hong Kong. Hong Kong is a special administration region of the PRC.
Our operating subsidiary Globavend HK does not enter into any long-term agreements with our customers, which mainly comprise businesses that operate e-commerce platforms or e-commerce merchants in Hong Kong and purchases that are made on an order-by-order basis.
Our operating subsidiaries do not enter into any long-term agreements with our customers, which mainly comprise businesses that operate e-commerce platforms or e-commerce merchants in Hong Kong and China and purchases that are made on an order-by-order basis.
The material weakness identified relates to the lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of U.S. GAAP and SEC rules and regulations to address complex technical accounting issues and SEC reporting requirements.
The material weakness identified relates to the lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of U.S. generally accepted accounting principles (“U.S. GAAP”) and SEC rules and regulations to address complex technical accounting issues and SEC reporting requirements.
We are a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. Our management may conclude that our internal control over financial reporting is not effective.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. Our management may conclude that our internal control over financial reporting is not effective.
However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As a result of which, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
If for any reason, our customers no longer require cargo spaces from us at the same level or on similar terms as they have done historically or at all, in the future (for example, in the event of decrease in customers’ end products due to economic downturn), or our customers remove us from their list of nominated logistics services providers, and if we are unable to obtain orders in substitution, or unable to develop new customers, our business may be materially and adversely affected.
If for any reason, our customers no longer require cargo spaces from us at the same level or on similar terms as they have done historically or at all, in the future (for example, in the event of decrease in customers’ end products due to economic downturn), or our customers remove us from their list of nominated logistics services providers, and if we are unable to obtain orders in substitution, or unable to develop new customers, our business may be materially and adversely affected. 3 We rely on our business partners, including air freight carriers, customs clearance companies, ground transportation companies, and local delivery service providers to implement certain services to our customers.
For the year ended September 30, 2024, three customers accounted for 18.1%, 16.0%, and 12.6% of our total revenue. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services from these customers.
For the year ended September 30, 2025, two customers accounted for 25.1% and 17.5% of our total revenue. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services from these customers.
No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
We derive a significant portion of our revenues from a few major customers. For the year ended September 30, 2022, three customers accounted for 19.3%, 16.4%, and 15.7% of our total revenue. For the year ended September 30, 2023, three customers accounted for 21.9%, 18.1%, and 14.2% of our total revenue.
We derive a significant portion of our revenues from a few major customers. For the year ended September 30, 2023, three customers accounted for 21.9%, 18.1%, and 14.2% of our total revenue. For the year ended September 30, 2024, three customers accounted for 18.1%, 16.0%, and 12.6% of our total revenue.
We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” Upon consummation of our initial public offering in November 2023, we have incurred significant legal, accounting, and other expenses as a public company that we did not incur as a private company.
We have incurred increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” As a U.S. public company, we have incurred significant legal, accounting, and other expenses as a public company that we did not incur as a private company.
The enactment of Law of the PRC on Safeguarding the Hong Kong National Security Law could impact our subsidiaries in Hong Kong. On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law (the “Hong Kong National Security Law”).
On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law (the “Hong Kong National Security Law”).
As at the date of this annual report, we have seven employees. We intend to hire additional staff in Hong Kong and Australia to facilitate our expansion plans. The economy in Hong Kong, Australia and globally has experienced general increases in inflation and labor costs in recent years.
We intend to hire additional staff in Hong Kong, China and Australia to facilitate our expansion plans. The economy in Hong Kong, China and Australia and globally has experienced general increases in inflation and labor costs in recent years.
As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States. 30 Table of Contents You may have more difficulties protecting your interests than you would as a shareholder of a U.S. corporation.
As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States.
An maximum aggregate offering amount of $20 million in ELOC Shares have been registered for resale, which represented approximately 23,389,077 Ordinary Shares based on the closing price of our shares on Nasdaq on June 27, 2024 of $0.8551 per share, in addition to the Commitment Shares.
A maximum aggregate offering amount of $20 million in ELOC Shares have been registered for resale, which represent approximately 23,389,077 Ordinary Shares (116,945 shares of which were retrospectively restated to reflect the effect of the reverse stock split on July 21, 2025) based on the closing price of our shares on Nasdaq on June 27, 2024 of $0.8551 per share, in addition to the Commitment Shares.
Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our Ordinary Share price or trading volume to decline.
Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our Ordinary Share price or trading volume to decline. The trading market may be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business.
For the year ended September 30, 2024, two major suppliers accounted for 45.8% and 10.9% of our total purchases. For the year ended September 30, 2023, four major suppliers accounted for 33.1%, 23.1%, 13.4% and 10.9% of our total purchases.
For the year ended September 30, 2025, two major suppliers accounted for 59.4% and 12.2% of our total purchases. For the year ended September 30, 2024, two major suppliers accounted for 45.8% and 10.9% of our total purchases.
Likewise, data privacy breaches by employees and others who access our systems may pose a risk that sensitive customer data may be exposed to unauthorized persons or to the public, adversely impacting our customer service, employee relationships, and our reputation. 10 Table of Contents While we continue to make efforts to evaluate and improve our systems and particularly the effectiveness of our security program, procedures, and systems, it is possible that our business, financial, and other systems could be compromised, which could go unnoticed for a prolonged period of time, and there can be no assurance that the actions and controls that we implement, or which we cause third-party service providers to implement, will be sufficient to protect our systems, information, or other property.
While we continue to make efforts to evaluate and improve our systems and particularly the effectiveness of our security program, procedures, and systems, it is possible that our business, financial, and other systems could be compromised, which could go unnoticed for a prolonged period of time, and there can be no assurance that the actions and controls that we implement, or which we cause third-party service providers to implement, will be sufficient to protect our systems, information, or other property.
Failure to maintain existing relationships with the service suppliers or to establish new relationships in the future could negatively affect Globavend HK’s ability to obtain their services in a price advantage and timely manner.
Accordingly, there is no assurance that Globavend HK can maintain stable and long-term business relationships with any service supplier. Failure to maintain existing relationships with the service suppliers or to establish new relationships in the future could negatively affect Globavend HK’s ability to obtain their services in a price advantage and timely manner.
We believe that we are not subject to the CSRC Filing Rules because we are incorporated in the Cayman Islands and our subsidiaries are incorporated in Hong Kong, the British Virgin Islands, and other regions outside of mainland China and operate in Hong Kong without any subsidiary or VIE structure in mainland China, and we do not have any business operations or maintain any office or personnel in mainland China.
We believe that we are not subject to the CSRC Filing Rules because we are incorporated in the Cayman Islands and our major subsidiaries are incorporated in Hong Kong, the British Virgin Islands, and other regions outside of mainland China and operate primarily in Hong Kong.
We have registered for resale of the ELOC Shares, together with 306,123 Ordinary Shares (the “Commitment Shares”) that we have issued to the Investor as commitment shares under and pursuant to the ELOC Purchase Agreement.
We have registered for resale of the ELOC Shares, together with 306,123 Ordinary Shares (1,531 shares of which were retrospectively restated to reflect the effect of the reverse stock split on July 21, 2025) (the “Commitment Shares”) that we have issued to the Investor as commitment shares under and pursuant to the ELOC Purchase Agreement.
We cannot guarantee that these block space agreements will not be terminated before their expiration or be renewed. The termination or non-renewal of these block space agreements could potentially result in insufficient air cargo space for our integrated cross-border logistics services or freight forwarding services, leading to significantly higher costs in acquiring cargo space.
The termination or non-renewal of these block space agreements could potentially result in insufficient air cargo space for our integrated cross-border logistics services or freight forwarding services, leading to significantly higher costs in acquiring cargo space. As at the date of this annual report, we have not experienced any early termination or non-renewal of our block space agreements.
Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing standards. Currently, we do not intend to rely on home country practices with respect to our corporate governance.
Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing standards.
The recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price, and reputation.
House of Representatives call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price, and reputation.
We are exposed to credit risks of our customers. We are exposed to credit risks of our customers. We do not have access to all the information necessary to form a comprehensive view on creditworthiness.
We are exposed to credit risks of our customers. We do not have access to all the information necessary to form a comprehensive view on creditworthiness. The complete financial and operational conditions of customers are not always available to us, and we may not be in any position to obtain such information.
Further, any limitation on the ability of our subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. 27 Table of Contents Any lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of our Ordinary Shares.
Further, any limitation on the ability of our subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
As a result, this concentration of ownership may not be in the best interests of our other shareholders. Risks Related to Equity Line of Credit It is not possible to predict the actual number of ELOC Shares, if any, we will sell under the ELOC Purchase Agreement to the Investor, or the actual gross proceeds resulting from those sales.
If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected. 41 Risks Related to Equity Line of Credit It is not possible to predict the actual number of ELOC Shares, if any, we will sell under the ELOC Purchase Agreement to the Investor, or the actual gross proceeds resulting from those sales.
As of the date of this annual report, our directors, officers, and principal shareholders hold in aggregate 11,444,790 of our Ordinary Shares, representing approximately 76.7% of the total voting power.
As of the date of this annual report, our directors, officers, and principal shareholders hold in aggregate 57,324 Shares, comprising 57,224 Ordinary Shares and 100 Management Shares, representing approximately 2.5% of the total issued and outstanding Shares and approximately 97.8% of the total voting power.
It may happen that the labels noting the destinations of the cargo fall off and that the air freight carriers mistakenly deliver the cargo to other destinations.
There is no assurance that our service providers will at all times perform at a satisfactory level. It may happen that the labels noting the destinations of the cargo fall off and that the air freight carriers mistakenly deliver the cargo to other destinations.
This situation will be costly and time-consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our shares.
If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our shares. The enactment of Law of the PRC on Safeguarding the Hong Kong National Security Law could impact our subsidiaries in Hong Kong.
The demand of customers may differ from the supply of cargo space we obtain through block space agreements from time to time.
If we are unable to utilize our cargo space obtained through block space agreements, our business and results of operations may be adversely affected. The demand of customers may differ from the supply of cargo space we obtain through block space agreements from time to time.
For the year ended September 30, 2022, four major suppliers accounted for 26.2%, 14.7%, 14.6%, and 13.1% of our total purchases. Apart from the cargo block space agreements, we generally do not enter into any long-term agreements with our service suppliers. Accordingly, there is no assurance that Globavend HK can maintain stable and long-term business relationships with any service supplier.
For the year ended September 30, 2023, four major suppliers accounted for 33.1%, 23.1%, 13.4% and 10.9% of our total purchases. 5 Apart from the cargo block space agreements, we generally do not enter into any long-term agreements with our service suppliers.
We cannot guarantee that it will not happen in the future, and if we cannot obtain sufficient cargo space from our suppliers to meet our customers’ demand, in particular during peak seasons, our reputation within the industry could be adversely affected. 6 Table of Contents In addition, these block space agreements are terminable on 60-days’ notice without penalty by either party to the relevant agreement, namely Globavend HK or the relevant air freight carriers.
We cannot guarantee that it will not happen in the future, and if we cannot obtain sufficient cargo space from our suppliers to meet our customers’ demand, in particular during peak seasons, our reputation within the industry could be adversely affected.
We rely on our business partners, including air freight carriers, customs clearance companies, ground transportation companies, and local delivery service providers to implement certain services to our customers. We maintain business relationships with air freight carriers, customs clearance companies, ground transportation companies, and local delivery service providers to implement services to our customers.
We maintain business relationships with air freight carriers, customs clearance companies, ground transportation companies, and local delivery service providers to implement services to our customers. Customs clearance companies, ground transportation companies, and local delivery service providers are engaged on an as-needed basis, since it is more cost-effective and offers flexibility in cost management.
As a result of this scrutiny, criticism, and negative publicity, the traded stock of many U.S.-listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations.
The SEC approved the proposals on December 18, 2025, and the updates went into effect on January 16, 2026. As a result of this scrutiny, criticism, and negative publicity, the traded stock of many U.S.-listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless.
We may need to allocate additional resources to keep updated with these developments, and we may have to make changes to our operations in order to comply with all requirements under the ES Act. 31 Table of Contents We are a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions applicable to U.S. domestic public companies.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions applicable to U.S. domestic public companies.
Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition.
In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition. 21 The requirements of being a public company may strain our resources and divert management’s attention.
The SEC is assessing how to implement other requirements of the AHFCAA, including the listing and trading prohibition requirements described above. Future developments in respect to increasing U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.
Future developments in respect to increasing U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures. 15 The rule changes submitted by Nasdaq and an act passed by the U.S. Senate and the U.S.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeWai Yiu Yau 100% Globavend Investment Limited (BVI) Other Investors 76.7% 23.3% (11,444,790 Ordinary Shares) (3,414,333 Ordinary Shares) Globavend Holdings Limited (Cayman Islands) 100% Globavend Associates Limited (BVI) 100% 100% Globavend (HK) Limited (Hong Kong) Globavend Warehouse Limited (Hong Kong) Name Background Ownership Globavend BVI - A BVI company 100% owned by Globavend Holdings - Incorporated on May 24, 2023 - Issued share capital of US$2.00 - Intermediate holding company Globavend HK - A Hong Kong company 100% owned by Globavend BVI - Incorporated on June 27, 2016 - Issued share capital of HK$1,000,000 - Engaged in the provision of cross-border logistics and air-freight forwarding services Globavend Warehouse - A Hong Kong company 100% owned by Globavend BVI - Incorporated on September 24, 2024 - Issued share capital of HK$1 - Investment holding company 54 Table of Contents D.
Biggest changeOrganizational Structure The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entities and subsidiaries of consolidated affiliated entities as of the date of this annual report: The charts below illustrate our corporate structure and identifies our subsidiaries as of the date of this annual report: Name Background Ownership Globavend BVI - A BVI company 100% owned by Globavend Holdings - Incorporated on May 24, 2023 - Issued share capital of US$2.00 - Intermediate holding company Globavend HK - A Hong Kong company 100% owned by Globavend BVI - Incorporated on June 27, 2016 - Issued share capital of HK$1,000,000 - Engaged in the provision of cross-border logistics and air-freight forwarding services Globavend Warehouse - A Hong Kong company 100% owned by Globavend BVI - Incorporated on September 24, 2024 - Issued share capital of HK$1 - Investment holding company PRC Subsidiary - A PRC company 100% owned by Globavend HK - Incorporated on May 15, 2025 - Authorized share capital of RMB3,000,000 - Engaged in the provision of cross-border logistics and air-freight forwarding services Vault BRS - A Delaware company 100% owned by Globavend Holdings - Incorporated on November 12, 2025 - Issued share capital of $1 - Dormant company Vault Cayman - A Cayman Islands company 100% owned by Vault BRS - Incorporated on November 21, 2025 - Issued share capital of $1 - Dormant company 84 D.
For delivery service provider B, once a booking instruction has been received, our all-in-one shipping solution system will give such instruction to the transportation management systems (TMS) through the application programming interface (API). An instant response, being an unique tracking number generated by its transportation management systems (TMS), will be given to our system.
For delivery service provider B, once a booking instruction has been received, our all-in-one shipping solution system will give such instruction to the transportation management systems (TMS) through the application programming interface (API). An instant response, being a unique tracking number generated by its transportation management systems (TMS), will be given to our system.
Booking Instructions Parcel Drop-Off at Our Warehouse Parcel Consolidation and Export Customs Clearance at Warehouse Business Customers Business Customers Internal Staff On-Carriage to Final Destination Import Customs Clearance and Parcel Deconsolidation at Warehouse Air Freight Forwarding Ground Transportation Service Providers Customs Clearance Companies Air Freight Carriers Destination Customers Customers Our customers mainly consist of direct customers, who primarily are businesses that operate e-commerce platforms or e-commerce merchants in Hong Kong.
Booking Instructions Parcel Drop-Off at Our Warehouse Parcel Consolidation and Export Customs Clearance at Warehouse Business Customers Business Customers Internal Staff On-Carriage to Final Destination Import Customs Clearance and Parcel Deconsolidation at Warehouse Air Freight Forwarding Ground Transportation Service Providers Customs Clearance Companies Air Freight Carriers Destination Customers 49 Customers Our customers mainly consist of direct customers, who primarily are businesses that operate e-commerce platforms or e-commerce merchants in Hong Kong.
Credit term Generally within 14 days after the issuance of the invoice. Information Technology Infrastructure As an essential part of our integrated cross-border logistics services, we have developed our own proprietary all-in-one shipping solution, which was modified by us internally on a shipping software purchased by us in 2019.
Credit term Generally within 14 days after the issuance of the invoice. 51 Information Technology Infrastructure As an essential part of our integrated cross-border logistics services, we have developed our own proprietary all-in-one shipping solution, which was modified by us internally on a shipping software purchased by us in 2019.
We have obtained all the necessary licenses, permits, and approvals that are material to our business during the years ended September 30, 2022, 2023 and 2024, with details set forth below: License/Permit/Approval Holding Entity Issuing Authority Date of Grant Date of Expiry Accredited Cargo Agent Globavend HK International Air Transport Association September 18, 2022 — Regulated Agents Globavend HK Civil Aviation Department, HKSAR August 18, 2020 — Regulations Regulations Related to Our Business Operations in Hong Kong Regulations Related to Our Freight Forwarding Business Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
We have obtained all the necessary licenses, permits, and approvals that are material to our business during the years ended September 30, 2023, 2024 and 2025, with details set forth below: License/Permit/Approval Holding Entity Issuing Authority Date of Grant Date of Expiry Accredited Cargo Agent Globavend HK International Air Transport Association September 18, 2022 — Regulated Agents Globavend HK Civil Aviation Department, HKSAR August 18, 2020 — 54 Regulations Regulations Related to Our Business Operations in Hong Kong Regulations Related to Our Freight Forwarding Business Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
A cyberattack may disrupt our operations and compromise the personal data of our customers. ” Sales and Marketing We have been able to maintain a stable and harmonious business relationship with our existing customers, who are mainly e-commerce merchants, or businesses operating e-commerce platforms in Hong Kong.
A cyberattack may disrupt our operations and compromise the personal data of our customers.” 52 Sales and Marketing We have been able to maintain a stable and harmonious business relationship with our existing customers, who are mainly e-commerce merchants, or businesses operating e-commerce platforms in Hong Kong.
Our all-in-one shipping solution system is connected to the transportation management systems (TMS) of two of our major local delivery service providers. For delivery service provider A, an unique prefix identifying our company and a range of tracking numbers will be allocated to us from time to time.
Our all-in-one shipping solution system is connected to the transportation management systems (TMS) of two of our major local delivery service providers. For delivery service provider A, a unique prefix identifying our company and a range of tracking numbers will be allocated to us from time to time.
Once a booking instruction has been received, our system will generate an unique tracking number to the parcel, comprising of the unique prefix and an unique tracking number selected from the pre-assigned range of tracking numbers. Customers can then generate a thermal label from our all-in-one shipping solution and adhere it to the parcel.
Once a booking instruction has been received, our system will generate a unique tracking number to the parcel, comprising of the unique prefix and a unique tracking number selected from the pre-assigned range of tracking numbers. Customers can then generate a thermal label from our all-in-one shipping solution and adhere it to the parcel.
Ground transportation companies will also be engaged if customers request for parcel pick-up. We purchase cargo space from our suppliers either through (i) direct booking from air freight carriers, or (ii) block space arrangements.
Ground transportation companies will also be engaged if customers request for parcel pick-up. 50 We purchase cargo space from our suppliers either through (i) direct booking from air freight carriers, or (ii) block space arrangements.
An RA shall also ensure that a consignment of cargo accepted from a known consignor or another RA is: (a) accompanied by a full description of the contents in the shipping documents (e.g. airway bills, cargo manifests), that the RA’s registration code or the known consignor’s code on the shipping documents of the consignment is checked; (b) checked against the description in the shipping documents in respect of the quantity of the cargo tendered and any sign of the package having been tampered with; (c) declared as known cargo by checking the annotation of the tendering RA’s registration code or otherwise stated as unknown cargo on shipping documents in the inter-RA’s handling; and (d) safeguarded from unauthorized interference after it has been received until accepted by the next RA or an airline, or until loaded on to an aircraft. 44 Table of Contents RAs shall also maintain an orderly documentation and record system.
An RA shall also ensure that a consignment of cargo accepted from a known consignor or another RA is: (a) accompanied by a full description of the contents in the shipping documents (e.g. airway bills, cargo manifests), that the RA’s registration code or the known consignor’s code on the shipping documents of the consignment is checked; (b) checked against the description in the shipping documents in respect of the quantity of the cargo tendered and any sign of the package having been tampered with; (c) declared as known cargo by checking the annotation of the tendering RA’s registration code or otherwise stated as unknown cargo on shipping documents in the inter-RA’s handling; and (d) safeguarded from unauthorized interference after it has been received until accepted by the next RA or an airline, or until loaded on to an aircraft. 55 RAs shall also maintain an orderly documentation and record system.
Article 18(2) provides the following four defences to the carrier: (a) inherent defect, quality or vice of that cargo; (b) defective packing of that cargo performed by a person other than the carrier or its servants or agents; (c) an act of war or an armed conflict; and/or (d) an act of public authority carried out in connection with the entry, exit or transit of the cargo.
Article 18(2) provides the following four defenses to the carrier: (a) inherent defect, quality or vice of that cargo; (b) defective packing of that cargo performed by a person other than the carrier or its servants or agents; (c) an act of war or an armed conflict; and/or (d) an act of public authority carried out in connection with the entry, exit or transit of the cargo.
If you are a corporate shareholder (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in us, this will be relevant for those individuals and you should transit the content of this privacy notice to such individuals or otherwise advise them of its content. 52 Table of Contents How We May Use a Shareholder’s Personal Data We may, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
If you are a corporate shareholder (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in us, this will be relevant for those individuals and you should transit the content of this privacy notice to such individuals or otherwise advise them of its content. 63 How We May Use a Shareholder’s Personal Data We may, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
For the years ended September 30, 2022, 2023 and 2024, we did not experience any failure in our all-in-one shipping solution that caused material disruptions to our operations. We are, however, susceptible to risks relating to failure of our information technology system. For details regarding such risks, refer to “ Item 3. Key Information—D.
For the years ended September 30, 2023, 2024 and 2025, we did not experience any failure in our all-in-one shipping solution that caused material disruptions to our operations. We are, however, susceptible to risks relating to failure of our information technology system. For details regarding such risks, refer to “ Item 3. Key Information—D.
Property, Plant and Equipment We do not own any real property. During the years ended September 30, 2022, 2023 and 2024, we leased the following properties to support our business activities and operations: No. Location Gross floor area (sq.m) Rent 1.
Property, Plant and Equipment We do not own any real property. During the years ended September 30, 2023, 2024 and 2025, we leased the following properties to support our business activities and operations: No. Location Gross floor area (sq.m) Rent 1.
Proprietor includes any person, body corporate, a firm, an occupier and the agent of such an occupier having the management or control of the business carried on in an industrial undertaking for the time being. 47 Table of Contents Section 6A(1) of the FIUO provides that “it shall be the duty of every proprietor of an industrial undertaking to ensure, so far as is reasonably practicable, the health and safety at work of all persons employed by him at the industrial undertaking.” Contravention of such duty is an offence and is liable to a fine of HK$3,000,000 on summary conviction, and HK$10,000,000 on conviction on indictment.
Proprietor includes any person, body corporate, a firm, an occupier and the agent of such an occupier having the management or control of the business carried on in an industrial undertaking for the time being. 58 Section 6A(1) of the FIUO provides that “it shall be the duty of every proprietor of an industrial undertaking to ensure, so far as is reasonably practicable, the health and safety at work of all persons employed by him at the industrial undertaking.” Contravention of such duty is an offence and is liable to a fine of HK$3,000,000 on summary conviction, and HK$10,000,000 on conviction on indictment.
It is a defense for the person charged to prove that he did not know and had no reason to believe that the copy of a copyright work in question was an infringing copy of the copyright law.
It is a defense for the person charged to prove that he did not know and had no reason to believe that a copy of the copyrighted work in question was an infringing copy under the copyright law.
Any person who contravenes section 6C or 6D of the Import and Export Ordinance in respect of any article specified in Part 2 of Schedule 1 or Part 2 of Schedule to the Import and Export (General) Regulations (Chapter 60A of the Laws of Hong Kong) shall be liable to a fine of $500,000 and to imprisonment for two years on summary conviction, or a fine of $2,000,000 and to imprisonment for seven years on conviction on indictment. 49 Table of Contents Import and Export (Registration) Regulations (Chapter 60E of the Laws of Hong Kong) Regulation 3 of the Import and Export (Registration) Regulations (“Import and Export Regulations”) sets out exemptions in respect of regulations 4 and 5.
Any person who contravenes section 6C or 6D of the Import and Export Ordinance in respect of any article specified in Part 2 of Schedule 1 or Part 2 of Schedule to the Import and Export (General) Regulations (Chapter 60A of the Laws of Hong Kong) shall be liable to a fine of $500,000 and to imprisonment for two years on summary conviction, or a fine of $2,000,000 and to imprisonment for seven years on conviction on indictment. 60 Import and Export (Registration) Regulations (Chapter 60E of the Laws of Hong Kong) Regulation 3 of the Import and Export (Registration) Regulations (“Import and Export Regulations”) sets out exemptions in respect of regulations 4 and 5.
The Montreal Convention was put into force in Hong Kong under the Carriage by Air Ordinance (Chapter 500 of the Laws of Hong Kong) (the “CAO”). 45 Table of Contents The provisions of the Montreal Convention, as set out in Schedule 1A of the CAO, so far as they relate to the rights and liabilities of carriers, carriers’ servants and agents, passengers, consignors, consignees and other persons, and subject to the CAO, have the force of law in relation to any carriage by air to which the Montreal Convention applies, irrespective of the nationality of the aircraft performing that carriage.
The Montreal Convention was put into force in Hong Kong under the Carriage by Air Ordinance (Chapter 500 of the Laws of Hong Kong) (the “CAO”). 56 The provisions of the Montreal Convention, as set out in Schedule 1A of the CAO, so far as they relate to the rights and liabilities of carriers, carriers’ servants and agents, passengers, consignors, consignees and other persons, and subject to the CAO, have the force of law in relation to any carriage by air to which the Montreal Convention applies, irrespective of the nationality of the aircraft performing that carriage.
An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed. 46 Table of Contents Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (currently at HK$40 per hour) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance.
An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed. 57 Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (currently at HK$40 per hour) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance.
Air Freight Forwarding Services In additional to our integrated cross-border logistics services, we also offer air freight forwarding services to customers as segregated and modularized logistics services to utilize the cargo spaces we have and widen our revenue stream. Business Operation Flow Set out below is a flow chart summarizing the usual workflow of our integrated cross-border logistics services business.
Air Freight Forwarding Services In addition to our integrated cross-border logistics services, we also offer air freight forwarding services to customers as segregated and modularized logistics services to utilize the cargo spaces we have and widen our revenue stream. 48 Business Operation Flow Set out below is a flow chart summarizing the usual workflow of our integrated cross-border logistics services business.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company We commenced operation in June 2016 with the establishment of Globavend HK, a company incorporated under the laws of Hong Kong on June 27, 2016 Immediately before the reorganization in contemplation of our initial public offering, Globavend HK was wholly-owned by Mr.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company We commenced operation in June 2016 with the establishment of Globavend HK, a company incorporated under the laws of Hong Kong on June 27, 2016. Immediately before the reorganization in contemplation of our initial public offering, Globavend HK was wholly-owned by our Controlling Shareholder.
If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed. 50 Table of Contents Regulations Related to Personal Data Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) The Personal Data (Privacy) Ordinance (“PDPO”) imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO.
If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed. 61 Regulations Related to Personal Data Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) The Personal Data (Privacy) Ordinance (“PDPO”) imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO.
Our business model principally involves the provision of (i) integrated cross-border logistics services, which include air freight forwarding services offered as an integral part thereof; and (ii) air freight forwarding services, offered as a modularized logistics service segmented from our integrated cross-border logistics services. 36 Table of Contents Our logistics network covers Hong Kong and four cities in Australia, namely Sydney, Melbourne, Brisbane, and Perth, as well as New Zealand.
Our business model principally involves the provision of (i) integrated cross-border logistics services, which include air freight forwarding services offered as an integral part thereof; and (ii) air freight forwarding services, offered as a modularized logistics service segmented from our integrated cross-border logistics services. 46 Our logistics network covers Hong Kong and four cities in Australia, namely Sydney, Melbourne, Brisbane, and Perth, as well as New Zealand.
An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned. 51 Table of Contents Data Protection Act (As Revised) of the Cayman Islands Cayman Islands Data Protection Laws We have certain duties under the Data Protection Act (as revised) of the Cayman Islands (the “DPA”), based on internationally accepted principles of data privacy.
An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned. 62 Data Protection Act (As Revised) of the Cayman Islands Cayman Islands Data Protection Laws We have certain duties under the Data Protection Act (as revised) of the Cayman Islands (the “DPA”), based on internationally accepted principles of data privacy.
The chart below shows the coverage of our logistics network. 37 Table of Contents Integrated Cross-Border Logistics Services Our integrated cross-border logistics services is our dominant business segment, which involve order processing, parcel consolidation, cross-border transportation (primarily by way of air freight), and air freight forwarding, followed by ground transportation and delivery at destination cities, together with other value-added services.
The chart below shows the coverage of our logistics network. 47 Integrated Cross-Border Logistics Services Our integrated cross-border logistics services is our dominant business segment, which involve order processing, parcel consolidation, cross-border transportation (primarily by way of air freight), and air freight forwarding, followed by ground transportation and delivery at destination cities, together with other value-added services.
Management believes that we compete favorably with our competitors through our competitive strengths, such as well-established partnerships with customers and our service suppliers, our all-in-one shipping solution system, and a strong capability to provide integrated logistics solutions. 42 Table of Contents Seasonality For the years ended September 30, 2022, 2023 and 2024, there were no specific and obvious seasonality that affected the demand for our services.
Management believes that we compete favorably with our competitors through our competitive strengths, such as well-established partnerships with customers and our service suppliers, our all-in-one shipping solution system, and a strong capability to provide integrated logistics solutions. 53 Seasonality For the years ended September 30, 2023, 2024 and 2025, there were no specific and obvious seasonality that affected the demand for our services.
For the year ended September 30, 2024, two major suppliers accounted for approximately 45.8% and 10.9% of the total cost of revenue, respectively. For the year ended September 30, 2023, four major suppliers accounted for approximately 33.1%, 23.1%, 13.4% and 10.9% of the total cost of revenue, respectively.
For the year ended September 30, 2023, four major suppliers accounted for approximately 33.1%, 23.1%, 13.4% and 10.9% of the total cost of revenue, respectively.
For the years ended September 30, 2022, 2023 and 2024, we transacted with 10, 5 and 12 air freight suppliers, respectively, comprising air freight carriers and freight forwarders, for the provision of cargo spaces, as well as over 55, 43 and 29 suppliers, respectively, for transport and local delivery-related services.
For the years ended September 30, 2023, 2024 and 2025, we transacted with 5, 12 and 8 air freight suppliers, respectively, comprising air freight carriers and freight forwarders, for the provision of cargo spaces, as well as over 43, 29 and 27 suppliers, respectively, for transport and local delivery-related services.
Under section 118 of the Copyright Ordinance, a person commits a criminal offence if he, without the consent of the copyright owner of a copyright work, makes for sale or hire an infringing copy of the work or possess an infringing copy of the work with a view to its being, among others, sold or let for hire by any person for the purpose of or in the course of that trade or business. 48 Table of Contents Under section 119A of the Copyright Ordinance, there is a provision against copying service business which imposes criminal liability when a person, for the purpose of or in the course of a copying service business, possess a reprographic copy of a copyright work as published in a book, magazine or periodical, being a copy that is an infringing copy of the copyright work.
Under section 118 of the Copyright Ordinance, a person commits a criminal offence if he, without the consent of the copyright owner of a copyright work, makes for sale or hire an infringing copy of the work or possess an infringing copy of the work with a view to its being, among others, sold or let for hire by any person for the purpose of or in the course of that trade or business. 59 Under section 119A of the Copyright Ordinance, there is a provision concerning copying service businesses which imposes criminal liability when a person, for the purpose of or in the course of a copying service business, possesses a reprographic copy of a copyrighted work as published in a book, magazine or periodical, and such copy is an infringing copy of the copyrighted work.
For the years ended September 30, 2022, 2023 and 2024, the value of direct bookings for cargo spaces made with air freight carriers and other freight forwarders amounted to approximately US$12.3 million, US$7.1 million and US$3.5 million, respectively.
For the years ended September 30, 2023, 2024 and 2025, the value of direct bookings for cargo spaces made with air freight carriers and other freight forwarders amounted to approximately US$7.1 million, US$4.8 million and US$5.6 million, respectively.
On April 5, 2023, the Civil Aviation Bill received Royal assent and became the Civil Aviation Act 2023. The new Act will be in force from April 5, 2025. 53 Table of Contents C.
On April 5, 2023, the Civil Aviation Bill received Royal assent and became the Civil Aviation Act 2023. The new Act will be in force from April 5, 2025. 83 C.
Room 13, 18/F, Tsuen Wan Industrial Centre, 220-248 Texaco Road, Tsuen Wan, New Territories, Hong Kong (1) 236.16 (approximate) HK$28,000 per month 2. Room 02A, 24/F, Tsuen Wan Industrial Centre, 220-248 Texaco Road, Tsuen Wan, New Territories, Hong Kong (2) 167.22 (approximate) HK$19,000 per month 3.
Room 13, 18/F, Tsuen Wan Industrial Centre, 220-248 Texaco Road, Tsuen Wan, New Territories, Hong Kong (1) 236.16 (approximate) HK$28,000 per month 2.
For the years ended September 30, 2022, 2023 and 2024, our five largest customers accounted for approximately 67.0%, 69.6% and 63.3% of our revenue, respectively. 39 Table of Contents We do not enter into long-term agreements with our customers, which is in line with industry practice.
For the years ended September 30, 2023, 2024 and 2025, our five largest customers accounted for approximately 69.6%, 63.3% and 66.2% of our revenue, respectively. We do not enter into long-term agreements with our customers, which is in line with industry practice.
Risk Factors — Risks Related to Our Business and Industry —Our business is dependent on information technology ” and “ Item 3. Key Information—D. Risk Factors — Risks Related to Our Business and Industry —Our business is subject to cybersecurity risks.
Risk Factors — Risks Related to Our Business and Industry —Our business is dependent on information technology and is subject to cybersecurity risks.
This also saves significant investment costs on part of the enterprise customers in developing their own shipment management systems. The reliability of our all-in-one shipping solution as an e-commerce logistics provider has been recognized internationally.
Our all-in-one shipping solution can be integrated into customer’s IT systems, typically by way of application programming interface (API), with minimal costs. This also saves significant investment costs on part of the enterprise customers in developing their own shipment management systems. The reliability of our all-in-one shipping solution as an e-commerce logistics provider has been recognized internationally.
We engage (i) air freight carriers for the provision of cargo spaces, (ii) supporting ground transportation companies for the ground transportation services in Australia and New Zealand, (iii) customs clearance companies in Australia and New Zealand for the preparation of freight documentation and arrangement for customs clearance, and (iv) local delivery service providers for dispatching and distributing our customers’ goods to their designated destination in Australia and New Zealand. 38 Table of Contents Our integrated cross-border logistics services, together with our proprietary all-in-one shipping solution, enable us to provide efficient and customer-oriented services.
We engage (i) air freight carriers for the provision of cargo spaces, (ii) supporting ground transportation companies for the ground transportation services in Australia and New Zealand, (iii) customs clearance companies in Australia and New Zealand for the preparation of freight documentation and arrangement for customs clearance, and (iv) local delivery service providers for dispatching and distributing our customers’ goods to their designated destination in Australia and New Zealand.
To ensure a cost-effective arrangement is attained, we consider various factors, such as price terms, schedule of flights, availability of cargo spaces, and the destination, when booking directly with other freight forwarders. To maintain our status as an IATA-accredited cargo agent so as to entitle us to make direct bookings with air freight carriers.
To ensure a cost-effective arrangement is attained, we consider various factors, such as price terms, schedule of flights, availability of cargo spaces, and the destination, when booking directly with other freight forwarders.
As our all-in-one shipping solution operates automatically it significantly reduces shipment errors and enhances logistics efficiency. In addition, our all-in-one shipping solution will also generate a shipping label for each and every package with an unique tracking number imprinted on it.
As our all-in-one shipping solution operates automatically it significantly reduces shipment errors and enhances logistics efficiency. In addition, our all-in-one shipping solution will also generate a shipping label for each and every package with a unique tracking number imprinted on it. Enterprise customers can handily print out the thermal labels so generated and adhere them to packages.
This has resulted in our customers continuously engaging us for one-stop air freight forwarding services and comprehensive logistic services, allowing us to gradually build our customer base.
Our integrated cross-border logistics services, together with our proprietary all-in-one shipping solution, enable us to provide efficient and customer-oriented services. This has resulted in our customers continuously engaging us for one-stop air freight forwarding services and comprehensive logistic services, allowing us to gradually build our customer base.
Our mission is to combine our experience, knowledge, and network with flexibility and agility to provide a one-stop logistics solution to customers and enterprises. Overview We are a holding company incorporated in the Cayman Islands with operations conducted by our operating subsidiary in Hong Kong, Globavend HK. Since June 2023, we have established our principal executive office in Perth, Australia.
Overview We are a holding company incorporated in the Cayman Islands with operations primarily conducted by our operating subsidiary in Hong Kong, Globavend HK and in the mainland China, the PRC Subsidiary. Since June 2023, we have established our principal executive office in Perth, Australia.
Wai Yiu Yau, our Controlling Shareholder and was occupied by the Company with free rental from July 1, 2024 to September 30, 2024 and with a monthly rental fee of USD3,462 from October 1, 2024 to September 30, 2025. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable
The lease was terminated on September 10, 2024. (2) The premises is owned by our Controlling Shareholder and was occupied by the Company with free rental from July 1, 2024 to September 30, 2024 and with a monthly rental fee of $3,462 from October 1, 2024 to September 30, 2025, and extended on a monthly basis. ITEM 4A.
The agreement is terminable by either party upon 60-days’ notice without any penalty. We are fully committed to obtaining the agreed volume of air cargo space as specified under the block space agreements.
We are fully committed to obtaining the agreed volume of air cargo space as specified under the block space agreements.
Such block space agreements typically contain clauses requiring us to make payments to air freight carriers for the agreed volume of cargo spaces, irrespective of whether the air cargo spaces have been fully utilized, except when the volume of air cargo spaces available for use on the particular aircraft is less than the agreed volume of cargo space. 40 Table of Contents During the years ended September 30, 2022, 2023 and 2024, we paid an aggregate cost of approximately US$1,340,658, US$1,219,343 and US$1,286,457, respectively, under our block space agreements.
Such block space agreements typically contain clauses requiring us to make payments to air freight carriers for the agreed volume of cargo spaces, irrespective of whether the air cargo spaces have been fully utilized, except when the volume of air cargo spaces available for use on the particular aircraft is less than the agreed volume of cargo space.
The Commissioner of Inland Revenue must register each business for which a business registration application is made and, as soon as practicable after the prescribed business registration fee and levy are paid, issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. 43 Table of Contents Aviation Security Ordinance (Chapter 494 of the Laws of Hong Kong) The Aviation Security Ordinance is an ordinance that makes provision for the prevention and suppression of acts of violence against civil air transport and connected purposes, and constitute the comprehensive legislation for implementation of the conventions and agreements on aviation security promulgated by the International Civil Aviation Organization (the “ICAO”).
Aviation Security Ordinance (Chapter 494 of the Laws of Hong Kong) The Aviation Security Ordinance is an ordinance that makes provision for the prevention and suppression of acts of violence against civil air transport and connected purposes, and constitute the comprehensive legislation for implementation of the conventions and agreements on aviation security promulgated by the International Civil Aviation Organization (the “ICAO”).
As of September 30, 2022, 2023 and 2024, we maintain bank guarantee of $232,051, nil and nil, respectively, with IATA. (ii) Block Space Arrangements We have established a block space agreement with an air freight carrier to secure a committed amount of air cargo spaces for a predetermined period, typically one year, at pre-agreed costs.
(ii) Block Space Arrangements We have established a block space agreement with an air freight carrier to secure a committed amount of air cargo spaces for a predetermined period, typically one year, at pre-agreed costs. The agreement is terminable by either party upon 60-days’ notice without any penalty.
On May 29, 2023, as part of the reorganization in contemplation of our initial public offering, we completed a share swap transaction, pursuant to which Globavend BVI acquired all the issued shares of Globavend HK from our Controlling Shareholder in consideration of Globavend BVI allotting and issuing another one ordinary share to Globavend Holdings.
On May 22, 2023, our ultimate holding company, Globavend Holdings was incorporated. Globavend BVI was subsequently incorporated as a direct wholly owned subsidiary of Globavend Holdings, which then acquired all the issued shares of Globavend HK from our Controlling Shareholder as part of the reorganization in contemplation our initial public offering.
The information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. B. Business Overview Our Mission We are an emerging e-commerce logistics provider providing end-to-end logistics solution in Hong Kong, Australia, and New Zealand.
You can also find information on our website http://www.globavend.com/ . The information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. B.
For the year ended September 30, 2022, four major suppliers accounted for approximately 26.2%, 14.7%, 14.6%, and 13.1% of the total cost of revenue, respectively.
For the year ended September 30, 2025, two major suppliers accounted for 59.4% and 12.2% of the total cost of revenue, respectively. For the year ended September 30, 2024, two major suppliers accounted for approximately 45.8% and 10.9% of the total cost of revenue, respectively.
Globavend BVI is a wholly owned subsidiary of the Company, which was incorporated for the purposes of acting as intermediary holding company of the Company’s operating entity, Globavend HK.
Globavend Warehouse is a wholly owned subsidiary of Globavend BVI, our intermediary holding company. Globavend Warehouse was incorporated as an investment holding company. On May 15, 2025, the PRC Subsidiary was incorporated under the laws of the PRC. The PRC Subsidiary is a wholly owned subsidiary of Globavend HK, our operating subsidiary in Hong Kong.
Our registered office in the Cayman Islands is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42 nd Street, 18 th Floor New York, NY 10168.
Our telephone number is (+61) 08 6141 3263. Our registered office in the Cayman Islands is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov . You can also find information on our website http://www.globavend.com/ .
Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42 nd Street, 18 th Floor New York, NY 10168. SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov .
In November 2023, we completed our initial public offering and listed our Ordinary Shares on the Nasdaq Capital Market under the symbol “GVH.” We raised approximately US$3.0 million in net proceeds from the issuance of new shares from the initial public offering after deducting underwriting discounts, commissions and expenses.
With the above IPO, the Company received total gross proceeds of US$5.3 million from the issuance of 1,500,000 new ordinary shares from the initial public offering after deducting underwriting discounts, commissions and expenses. Establishment the Subsidiaries On September 24, 2024, Globavend Warehouse was incorporated under the laws of Hong Kong.
Removed
On May 22, 2023, our ultimate holding company, Globavend Holdings was incorporated under the laws of the Cayman Islands as an exempted company with limited liability, with an authorized share capital of US$50,000 divided into 50,000,000 ordinary shares, par value US$0.001, with 13,125,000 Ordinary Shares issued and allotted to Globavend Investments Limited (“Globavend Investments”), a company incorporated under the laws of the BVI, and wholly-owned by our Controlling Shareholder. 35 Table of Contents On May 24, 2023, Globavend Associates Limited (“Globavend BVI”) was incorporated under the laws of the British Virgin Islands.
Added
Following such reorganization, Globavend HK became the Company’s indirectly owned subsidiary through Globavend BVI. 43 Initial Public Offering On November 10, 2023, the Company completed its IPO and listed its Ordinary Shares on the Nasdaq Capital Market under the symbol “GVH”.
Removed
Following such share swap, Globavend HK became the Company’s indirectly owned subsidiary through Globavend BVI.
Added
The PRC Subsidiary provides integrated cross-border logistics services with business spans the PRC, Australia and New Zealand. On November 12, 2025 and November 21, 2025, Vault BRS and Vault Cayman was incorporated under the laws of the Delaware, United States and the Cayman Islands, respectively.
Removed
On March 15, 2024, we entered into the ELOC Purchase Agreement with the, pursuant to which the Investor has committed to purchase up the ELOC Shares, subject to certain limitations and conditions set forth in the ELOC Purchase Agreement.
Added
Vault BRS is a direct wholly owned subsidiary of Globavend Holdings, which in turn wholly owns Vault Cayman. The Dormant Subsidiaries were established for further development of our business, and are currently dormant. The list of subsidiaries of the Company as at the date of this annual report is filed with this annual report as exhibit 8.1.
Removed
We have registered for resale of the ELOC Shares, together with the Commitment Shares that we have issued to the Investor under and pursuant to the ELOC Purchase Agreement. On September 24, 2024, Globavend Warehouse Limited (“Globavend Warehouse”) was incorporated under the laws of Hong Kong. Globavend Warehouse is a wholly owned subsidiary of Globavend BVI, our intermediary holding company.
Added
Change of Share Structure On April 30, 2025, pursuant to a special resolution of shareholders passed at our extraordinary ordinary general meeting held on April 28, 2025 (the “April EGM”), the authorized share capital of the Company increased from $50,000 divided into 50,000,000 shares of US$0.001 par value each to $2,000,000 divided into 2,000,000,000 shares of $0.001 par value each.
Removed
Globavend Warehouse was incorporated as an investment holding company. Our principal office is located at Office 1401, Level 14, 197 St Georges Tce, Perth, WA 6000, Australia. Our telephone number is (+61) 08 6141 3263.
Added
The designation of existing issued shares of $0.001 par value each of the Company as Ordinary Shares remained unchanged. At the April EGM, the shareholders of the Company have adopted the second amended and restated memorandum and articles of association, which came into effect on April 30, 2025.
Removed
Enterprise customers can handily print out the thermal labels so generated and adhere it to packages. 41 Table of Contents Our all-in-one shipping solution can be integrated into customer’s IT systems, typically by way of application programming interface (API), with minimal costs.
Added
On July 2, 2025, pursuant to the power conferred to the Board at the EGM, the Board approved a reverse stock split that consolidated every 200 issued and unissued shares of the Company, par value $0.001 each in the share capital of the Company into one share of the Company, par value $0.20 par value each (the “Reverse Stock Split”), with an effective date of July 21, 2025.
Removed
Organizational Structure The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entities and subsidiaries of consolidated affiliated entities as of the date of this annual report: The charts below illustrate our corporate structure and identifies our subsidiaries as of the date of this annual report: Mr.
Added
On August 27, 2025, we entered into a share subscription agreement with our Controlling Shareholder, pursuant to which we have agreed to issue and allot, and the Controlling Shareholder has agreed to subscribe for, 100 Management Shares. Each Management Share carries 1,000,000 votes per share with no economic right.
Removed
The lease was terminated on September 10, 2024. (2) Globavend HK entered into a lease agreement with an independent third party, pursuant to which Globavend HK leased the premises with a lease term from December 10, 2021 to December 9, 2022. The lease was terminated upon expiry on December 9, 2022. (3) The premises is owned by Mr.
Added
The Management Shares were issued and allotted to our Controlling Shareholder at the same day. The creation of the Management Shares translated our share capital structure into a dual class structure.
Added
On September 12, 2025, pursuant to a special resolution of shareholders passed at our extraordinary ordinary general meeting held on the same day (the “September EGM”), the authorized share capital of the Company increased from $2,000,000 divided into 10,000,000 shares, par value $0.20 each to $100,000,000 divided into 500,000,000 shares, par value $0.20 each.
Added
At the September EGM, the shareholders of the Company have adopted the Articles and the Memorandum, which came into effect immediately.
Added
Copies of the Articles and the Memorandum are filed as an exhibit to this annual report as exhibit 1.1. 44 Public Offering On June 26, 2025, the Company priced a public offering for an aggregate gross proceed of $15 million, before deducting placement agent fees and other estimated expenses payable by the Company (the “Offering”).
Added
The Offering was comprised of: (i) 5,645,997 units (the “Ordinary Units”), each consisting of one Ordinary Share , one series A warrant to purchase one Ordinary Share (each a “Series A Warrant”) and one series B warrant initially to purchase one Ordinary Share (each a “Series B Warrant”), and (ii) 16,093,133 pre-funded units, each consisting of one pre-funded warrant (the “Pre-Funded Unit”) to purchase one Ordinary Share, one Series A Warrant and one Series B Warrant.
Added
The Series A Warrants were immediately exercisable and will expire on June 30, 2026, and the Series B Warrants have all been exercised. Each Series A Warrant had an initial exercise price per share equal to 100% of the price per Ordinary Unit sold in the Offering, or $0.69.
Added
The exercise price of each Series A Warrant reset immediately following the thirtieth (30th) calendar day (the “Reset Date”) following the issuance date of the Series A Warrants to a price equal to 105% of the arithmetic average of the sum of the three lowest per share VWAPs (as defined in the Series A Warrant) of the Ordinary Shares on Nasdaq for the twenty (20) trading days immediately prior to the Reset Date, provided that such price was not to be lower than $0.1395 (the “Floor Price”).
Added
Each Series B Warrant had an exercise price per share equal to 170% of the price per Ordinary Unit sold in this Offering, or $1.173.
Added
A holder of Series B Warrants was permitted to, at any time and in its sole discretion, exercise its Series B Warrants in whole or in part by means of a “zero price exercise” option in which the holder was entitled to receive a number of Ordinary Shares equal to the product of (a) the number of Ordinary Shares that would be issuable upon exercise of the Series B Warrant in accordance with the terms of such Series B Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (b) the quotient obtained by dividing (i) the exercise price minus the lowest VWAP (as defined in the Series B Warrant) of the Ordinary Shares during the five (5) trading days immediately prior to the applicable exercise date (such VWAP, the “Low Price”) by (ii) 50% of the Low Price.
Added
This “zero price exercise” option was only available at a time when the applicable Low Price was lower than the then applicable exercise price. At no time was the Low Price able to be lower than the Floor Price. The Offering closed on June 27, 2025. The Pre-Funded Warrants were fully exercised on June 26, 2025.
Added
As of September 30, 2025, all Series A Warrants were outstanding and all Series B Warrants had been fully exercised, for a total of 1,342,522 Ordinary Shares after giving effect to the Reverse Stock Split. 45 Our principal office is located at Office 1401, Level 14, 197 St Georges Tce, Perth, WA 6000, Australia.
Added
Business Overview Our Mission We are an emerging e-commerce logistics provider providing end-to-end logistics solution in Hong Kong, Australia, and New Zealand. Our mission is to combine our experience, knowledge, and network with flexibility and agility to provide a one-stop logistics solution to customers and enterprises.
Added
During the years ended September 30, 2023, 2024 and 2025, we paid an aggregate cost of approximately US$1,219,343, US$1,286,457 and US$1,250,122, respectively, under our block space agreements.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

79 edited+32 added−28 removed73 unchanged
Biggest changeThe following table set forth the breakdown of our revenue analysis for integrated cross-border logistics services for the periods indicated: Years ended September 30, 2022 2023 Average daily number of packages $ 5,890 $ 5,654 Average daily freight weight (kilogram) 2,765 2,459 Average daily number of shipments 3.09 3.69 Average daily revenue per freight weight 19.27 18.80 Our revenue from air freight forwarding services decreased by $2,863,025, or 62.6%, from $4,577,014 for the year ended September 30, 2022 to $1,713,989 for the year ended September 30, 2023.
Biggest changeThe increase of revenue from the integrated cross-border logistics services is due to the higher market demand from customers which driven up the average sales price per freight weight and sales volume. 87 The following table set forth the breakdown of our revenue analysis for integrated cross-border logistics services for the periods indicated: Years ended September 30, 2024 2025 Average daily number of packages 6,135 10,394 Average daily freight weight (kilogram) 1,937 2,479 Average daily number of shipments 3.24 3.95 Average daily revenue per freight weight $ 21.32 $ 24.03 Our revenue from air freight forwarding services increased by $396,344 or 27.8%, from $1,423,396 for the year ended September 30, 2024 to $1,819,740 for the year ended September 30, 2025, The Company sells air freight spaces to other freight forwarders to earn income through the price differences.
Our last mile carriage and alliance costs mainly represented courier service charges, customs clearance fees and other alliance service charges.
Our last mile carriage and alliance costs mainly represented courier service charges, customs clearance fees and other alliance service charges.
Cayman Islands and British Virgin Islands (“BVI”) The Company is incorporated in the Cayman Islands and its wholly-owned subsidiary is incorporated in BVI. Under the current laws of the Cayman Islands and the BVI, these entities are not subject to income or capital gains taxes.
Cayman Islands and British Virgin Islands (“BVI”) The Company is incorporated in the Cayman Islands and its wholly-owned subsidiary is incorporated in BVI. Under the current laws of the Cayman Islands and the BVI, these entities are not subject to income or capital gains taxes.
Accordingly, tax expenses records in the Company’s result of operations are almost entirely attributable to income earned in the Hong Kong. The Hong Kong profits tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.
Accordingly, tax expenses records in the Company’s result of operations are almost entirely attributable to income earned in the Hong Kong. The Hong Kong profits tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.
Australia Australian companies are subject to a corporate income tax rate of 30% on their taxable income, other than those classified as a “base rate company”, which are businesses with revenue of less than A$50 million (US$78 million) that are subject to a reduced corporate income tax rate of 25%.
Australia Australian companies are subject to a corporate income tax rate of 30% on their taxable income, other than those classified as a “base rate company”, which are businesses with revenue of less than A$50 million (US$78 million) that are subject to a reduced corporate income tax rate of 25%.
Contract assets Contract assets include billed and unbilled amounts resulting from in-transit shipments, as the Company has an unconditional right to payment only when services have been completed (i.e., shipments have been delivered). Upon completion of the performance obligations, which can vary in duration based upon the method of transport, these amounts become classified within accounts receivable.
Contract assets Contract assets include billed and unbilled amounts resulting from in-transit shipments, as the Company has an unconditional right to payment only when services have been completed (i.e., shipments have been delivered). Upon completion of the performance obligations, which can vary in duration based upon the method of transport, these amounts become classified within accounts receivable.
We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because the information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate and (2) changes in the estimate could have a material impact on our financial condition or results of operations.
We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because the information was not available at the time or it included matters that were uncertain at the time we were making our estimate and (2) changes in the estimate could have a material impact on our financial condition or results of operations.
Operating Results OVERVIEW We are a holding company incorporated in the Cayman Islands with operations conducted by our Hong Kong subsidiary Globavend HK. We are an established emerging e-commerce logistics provider providing end-to-end supply chain solution in Hong Kong, Australia and New Zealand.
Operating Results OVERVIEW We are a holding company incorporated in the Cayman Islands with operations conducted by our Hong Kong subsidiary Globavend HK and our PRC Subsidiary. We are an established emerging e-commerce logistics provider providing end-to-end supply chain solution in Hong Kong, Australia and New Zealand.
The balance decreased as the deferred costs as of September 30, 2023 have been fully offset against the offering proceeds upon listing in November 2023. The balance as of September 30, 2024 was related to the Equity Line of Credit offering. Accounts payable The accounts payable are derived from logistics and air freight service providers.
The balance decreased as the deferred costs as of September 30, 2023 have been fully offset against the offering proceeds upon listing in November 2023. The balance as of September 30, 2024 was related to the Equity Line of Credit offering. 98 Accounts payable The accounts payable are derived from logistics and air freight service providers.
The extent to which COVID-19 impacts our business in the future will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.
The extent to which COVID-19 impacts our business in the future will depend on future developments, which are uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from October 1, 2023 to September 30, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from October 1, 2024 to September 30, 2025 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
We believe that our current cash and cash equivalents and cash flows provided by operating activities will be sufficient to meet our working capital needs in the next 12 months. As of September 30, 2022, 2023 and 2024, the Company had a banking facility arrangement for a bank guarantee line with maximum amount of HK$3,690,000, which guaranteed by Mr.
We believe that our current cash and cash equivalents and cash flows provided by operating activities will be sufficient to meet our working capital needs in the next 12 months. As of September 30, 2023, 2024 and 2025, the Company had a banking facility arrangement for a bank guarantee line with maximum amount of HK$3,690,000, which guaranteed by Mr.
Comparison of Year Ended September 30, 2023 and 2024 Years ended September 30, 2023 2024 Changes $ $ $ Revenue Integrated cross-border logistics services 16,872,539 15,116,783 (1,755,756 ) Air freight forwarding services 1,713,989 1,423,396 (290,593 ) 18,586,528 16,540,179 (2,046,349 ) Cost of revenue Cost of revenue – third party 10,521,866 7,223,445 (3,298,421 ) Cost of revenue – related party 6,159,075 6,897,332 738,257 16,680,941 14,120,777 (2,560,164 ) Gross profit 1,905,587 2,419,402 513,815 General and administrative expenses 758,726 1,079,349 320,623 Income from operation 1,146,861 1,340,053 193,192 Other income Interest income 3,481 68,205 64,724 Interest expense (1,066 ) (2,393 ) (1,327 ) Other income 120,367 156,953 36,586 Total other income, net 122,782 222,765 99,983 Income before income taxes 1,269,643 1,562,818 293,175 Income tax expenses 192,251 223,810 31,559 Net income 1,077,392 1,339,008 261,616 57 Table of Contents Year Ended September 30, 2024 Compared to Year Ended September, 2023 Revenues Our revenue decreased by $2,046,349, or 11.0%, from $18,586,528 for the year ended September 30, 2023 to $16,540,179 for the year ended September 30, 2024, primarily due to the decrease in the integrated cross-border logistics services and air freight forwarding services in 2024.
Year Ended September 30, 2024 Compared to Year Ended September, 2023 Comparison of Year Ended September 30, 2023 and 2024 Years ended September 30, 2023 2024 Changes $ $ $ Revenue Integrated cross-border logistics services 16,872,539 15,116,783 (1,755,756 ) Air freight forwarding services 1,713,989 1,423,396 (290,593 ) 18,586,528 16,540,179 (2,046,349 ) Cost of revenue 10,521,866 7,223,445 (3,298,421 ) Cost of revenue – related party 6,159,075 6,897,332 738,257 Cost of revenue 16,680,941 14,120,777 (2,560,164 ) Gross profit 1,905,587 2,419,402 513,815 General and administrative expenses 758,726 1,079,349 320,623 Income from operation 1,146,861 1,340,053 193,192 Other income Interest income 3,481 68,205 64,724 Interest expense (1,066 ) (2,393 ) (1,327 ) Other income 120,367 156,953 36,586 Total other income, net 122,782 222,765 99,983 Income before income taxes 1,269,643 1,562,818 293,175 Income tax expenses 192,251 223,810 31,559 Net income 1,077,392 1,339,008 261,616 Year Ended September 30, 2024 Compared to Year Ended September, 2023 Revenues Our revenue decreased by $2,046,349, or 11.0%, from $18,586,528 for the year ended September 30, 2023 to $16,540,179 for the year ended September 30, 2024, primarily due to the decrease in the integrated cross-border logistics services and air freight forwarding services in 2024. 91 Our revenue from integrated cross-border logistics services decreased by $1,755,756, or 10.4% from $16,872,539 for the year ended September 30, 2023 to $15,116,783 for the year ended September 30, 2024.
Based on our total cash and cash equivalents as of September 30, 2024, the cash inflows from operating activities, we did not experience or identify any material trends or any known demands, commitments, events or uncertainties, in our liquidity, capital resources and results of operations, such as material commitments for capital expenditures and deposit on a short-term basis.
Based on our total cash and cash equivalents as of September 30, 2025, the cash inflows from operating activities, we did not experience or identify any material trends or any known demands, commitments, events or uncertainties, in our liquidity, capital resources and results of operations, such as material commitments for capital expenditures and deposit on a short-term basis.
For the year ended September 30, 2024, our cash provided by financing activities were principally from the net proceeds from share issuance after deduction of transaction cost, while partially offset by cash payment for the offering expenses and financial services and deposit paid to a related party for the operating lease arrangement.
For the year ended September 30, 2024, our cash provided by financing activities was principally from the net proceeds from share issuance after deduction of transaction cost, while partially offset by cash payment for the offering expenses and financial services and deposit paid to a related party for the operating lease arrangement.
During the years ended September 30, 2023 and 2024, the foreign currency fluctuations on the Company are not hedged by any currency borrowings or other hedging instruments. Income Tax Expense The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
During the years ended September 30, 2023 and 2024, the foreign currency fluctuations on the Company are not hedged by any currency borrowings or other hedging instruments. Income Tax Expenses The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
General and Administrative Expenses The following table set forth the breakdown of our general and administrative expenses for the periods indicated: Years ended September 30, 2023 2024 Staff costs $ 370,826 $ 351,155 Audit fees 171,667 190,256 Travel expenses 45,056 192,020 Legal and professional fees 32,491 191,428 Depreciation charge and amortization of right-of-use assets 50,834 64,688 Allowance for expected credit loss 44,765 6,936 Others 43,087 82,866 $ 758,726 $ 1,079,349 Our general and administrative expenses mainly represented staff costs, audit fees, traveling expenses, depreciation charge, amortization of right-of-use assets, legal and professional fees, allowance for expected credit loss and other administrative expenses.
General and Administrative Expenses The following table set forth the breakdown of our general and administrative expenses for the periods indicated: Years ended September 30, 2023 2024 Staff costs $ 370,826 $ 351,155 Audit fees 171,667 190,256 Travel expenses 45,056 192,020 Legal and professional fees 32,491 191,428 Depreciation charge and amortization of right-of-use assets 50,834 64,688 Allowance for expected credit loss 44,765 6,937 Others 43,087 82,865 $ 758,726 $ 1,079,349 Our general and administrative expenses mainly represented staff costs, audit fees, traveling expenses, depreciation charge, amortization of right-of-use assets, legal and professional fees, allowance for expected credit loss and other administrative expenses.
There was an allowance for expected credit loss amounting to $12,401 and $14,940 made in the year ended September 30, 2023 and 2024. 65 Table of Contents Deferred costs Deferred offering costs consist principally of all direct offering costs incurred by the Company, such as underwriting, legal, consulting, printing, and other registration related costs in connection with the offering of the Company’s ordinary shares.
There was an allowance for expected credit loss amounting to $12,401 and $14,940 made in the year ended September 30, 2023 and 2024. Deferred costs Deferred offering costs consist principally of all direct offering costs incurred by the Company, such as underwriting, legal, consulting, printing, and other registration related costs in connection with the offering of the Company’s ordinary shares.
The increase in net income was predominantly due to increased gross profit. 64 Table of Contents As of September 30, 2024 Compared to September 30, 2023 The following table set forth our current assets and current liabilities as of the dates indicated: As of September 30, 2023 2024 Changes Current assets Cash and cash equivalents $ 554,132 $ 2,296,462 $ 1,742,330 Accounts receivable, net 1,429,299 1,684,644 255,345 Deposits and prepayment 187,400 203,178 15,778 Deferred costs 1,306,441 374,286 (932,155 ) Contract assets 543,838 897,409 353,571 Total current assets 4,021,110 5,455,979 1,434,869 Current liabilities Accounts payables 2,601,253 649,183 (1,952,070 ) Accounts payables – related party - 1,627,269 1,627,269 Amount due to a director - 8,586 8,586 Other payables and accrued liabilities 1,096,016 235,193 (860,823 ) Taxes payables 155,210 224,438 69,228 Lease liabilities – current 39,886 41,019 1,133 Total current liabilities 3,892,365 2,785,688 (1,106,677 ) Net current assets $ 128,745 $ 2,670,291 $ 2,541,546 Cash and cash equivalents Cash and cash equivalents consist of funds deposited with banks, which are highly liquid and are unrestricted as to withdrawal or use.
As of September 30, 2024 Compared to September 30, 2023 The following table set forth our current assets and current liabilities as of the dates indicated: As of September 30, 2023 2024 Changes Current assets Cash and cash equivalents $ 554,132 $ 2,296,462 $ 1,742,330 Accounts receivable, net 1,429,299 1,684,644 255,345 Deposits and prepayment 187,400 203,178 15,778 Deferred costs 1,306,441 374,286 (932,155 ) Contract assets 543,838 897,409 353,571 Total current assets 4,021,110 5,455,979 1,434,869 Current liabilities Accounts payables 2,601,253 649,183 (1,952,070 ) Accounts payables – related party - 1,627,269 1,627,269 Amount due to a director - 8,586 8,586 Other payables and accrued liabilities 1,096,016 235,193 (860,823 ) Taxes payables 155,210 224,438 69,228 Lease liabilities – current 39,886 41,019 1,133 Total current liabilities 3,892,365 2,785,688 (1,106,677 ) Net current assets $ 128,745 $ 2,670,291 $ 2,541,546 Cash and cash equivalents Cash and cash equivalents consist of funds deposited with banks, which are highly liquid and are unrestricted as to withdrawal or use.
Wai Yiu Yau, the director of the Company, and secured by bank deposit from time to time charged in the bank’s favor. The outstanding principal as at September 30, 2024 is nil.
Wai Yiu Yau, the director of the Company, and secured by bank deposit from time to time charged in the bank’s favor. The outstanding principal as at September 30, 2025 is nil.
We do not use currency exchange contract to reduce the risk of adverse foreign currency movements, but we would closely monitor our exposure from foreign currency fluctuations. Foreign currency fluctuations had a positive impact on net income for the years ended September 30, 2022, 2023 and 2024.
We do not use currency exchange contract to reduce the risk of adverse foreign currency movements, but we would closely monitor our exposure from foreign currency fluctuations. Foreign currency fluctuations had a positive impact on net income for the years ended September 30, 2023, 2024 and a negative impact on net income for the years ended September 30, 2025.
Our net other income was $222,765 for the year ended September 30, 2024, as compared to net other income of $122,782 for the year ended September 30, 2023, primarily due to increase in interest income and foreign exchange gain. 59 Table of Contents The foreign exchange gains of $118,508 and $156,937 for the years ended September 30, 2023 and 2024, respectively, primarily as a result of net variances of the exchange rate between the Australian dollars and Hong Kong dollars on Australian dollar-denominated transactions.
Our net other income was $222,765 for the year ended September 30, 2024, as compared to net other income of $122,782 for the year ended September 30, 2023, primarily due to increase in interest income and foreign exchange gain. 93 The foreign exchange gains of $118,508 and $156,937 for the years ended September 30, 2023 and 2024, respectively, primarily as a result of net variances of the exchange rate between the Australian dollars and Hong Kong dollars on Australian dollar-denominated transactions.
Historically, our principal exposure to foreign currency fluctuations is mainly with respect to our expenses incurred denominated in Australian dollars and New Zealand dollars. For the years ended September 30, 2022, 2023 and 2024, we incurred approximately 47.7%, 54.3% and 62.0% of our cost of revenue, respectively, denominated in foreign currencies for customs clearance fees and local courier expenses.
Historically, our principal exposure to foreign currency fluctuations is mainly with respect to our expenses incurred denominated in Australian dollars and New Zealand dollars. For the years ended September 30, 2023, 2024 and 2025, we incurred approximately 54.3%, 62.0% and 70.7% of our cost of revenue, respectively, denominated in foreign currencies for customs clearance fees and local courier expenses.
Our customers are primarily enterprise customers, being e-commerce merchants, or operators of e-commerce platforms, in providing business-to-consumer (B2C) transactions. 55 Table of Contents MAJOR FACTORS AFFECTING OUR FINANCIAL RESULTS The directors believe that the following major factors may affect our revenues and results of operations: Economic conditions in Hong Kong During the years ended September 30, 2022, 2023 and 2024, a large portion of our revenues was generated in Hong Kong.
Our customers are primarily enterprise customers, being e-commerce merchants, or operators of e-commerce platforms, in providing business-to-consumer (B2C) transactions. 85 MAJOR FACTORS AFFECTING OUR FINANCIAL RESULTS The directors believe that the following major factors may affect our revenues and results of operations: Economic conditions in Hong Kong During the years ended September 30, 2023, 2024 and 2025, a large portion of our revenues was generated in Hong Kong.
There was no significant impact on the Company’s business for the year ended September 30, 2023 and 2024. 56 Table of Contents RESULTS OF OPERATIONS The following table summarizes our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.
There was no significant impact on the Company’s business for the year ended September 30, 2024 and 2025. 86 RESULTS OF OPERATIONS The following table summarizes our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.
In addition, dividend payments are not subject to withholdings tax in the Cayman Islands and the BVI. Hong Kong The Company generated substantially all of its taxable income in the Hong Kong for the years ended September 30, 2022 and 2023.
In addition, dividend payments are not subject to withholdings tax in the Cayman Islands and the BVI. Hong Kong The Company generated substantially all of its taxable income in the Hong Kong for the years ended September 30, 2024 and 2025.
For the year ended September 30, 2023, some warehouse works were contributed by several full-time employees which salaries were incurred in general and administrative expenses. 58 Table of Contents Our packing costs mainly represented packing materials, including boxes and labels, for repacking customers’ products.
For the year ended September 30, 2023, some warehouse works were contributed by several full-time employees which salaries were incurred in general and administrative expenses. 92 Our packing costs mainly represented packing materials, including boxes and labels, for repacking customers’ products.
For the years ended September 30, 2022 and 2023, the Company was not considered a taxable Australian company. New Zealand New Zealand companies are subject to a corporate income tax rate of 28% on their taxable income. For the years ended September 30, 2022 and 2023, the Company was not considered a taxable New Zealand company.
For the years ended September 30, 2024 and 2025, the Company was not considered a taxable Australian company. New Zealand New Zealand companies are subject to a corporate income tax rate of 28% on their taxable income.
There was an allowance for expected credit loss amounting to $38,534 made in the year ended September 30, 2023. There was an allowance for expected credit loss amounting to $42,932 made in the year ended September 30, 2024.
There was an allowance for expected credit loss amounting to $42,932 made in the year ended September 30, 2024.
Deposits and prepayment increased by $15,778, or 8.4% from $187,400 as of September 30, 2023 to $203,178 as of September 30, 2024. The increase was mainly due to the increase in prepayment with financial service providers related to ELOC arrangement.
Deposits and prepayment increased by $15,778, or 8.4% from $187,400 as of September 30, 2023 to $203,178 as of September 30, 2024. The increase was mainly due to the increase in prepayment with financial service providers related to future financing services.
During the years ended September 30, 2022 and 2023, the foreign currency fluctuations on the Company are not hedged by any currency borrowings or other hedging instruments. Income Tax Expense The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
During the years ended September 30, 2024 and 2025, the foreign currency fluctuations on the Company are not hedged by any currency borrowings or other hedging instruments. Income Tax Expenses The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
The increase in the balance of cash and cash equivalents was mainly due to the net proceeds of the share issuance after deduction of transaction cost of $5,379,500 and the net cash generated from operation of $326,089 which offset with the payment of offering costs and financial services deposits of $2,769,260, payment of deposit to director for operating lease arrangement of $600,000 and payment for purchase of property, plant and equipment of $592,585 for the year ended September 30, 2024.
The increase in the balance of cash and cash equivalents was mainly due to the net proceeds of the share issuance after deduction of transaction cost of $5,379,500 and the net cash generated from operation of $326,089 which offset with the payment of offering costs and financial services deposits of $2,769,260, payment of deposit to director for operating lease arrangement of $600,000 and payment for purchase of property, plant and equipment of $592,585 for the year ended September 30, 2024. 97 Accounts Receivable, net Our accounts receivable represented receivables from customers of our logistics and air freight forwarding services.
The increase was mainly due to the increase in payment for operating lease deposit, prepayment and deposit for financial services related to ELOC arrangement. Deposits and prepayment consist of prepayment paid to suppliers, utility and other deposits and prepaid financing service fee, which are classified as current assets.
The increase was mainly due to the increase in payment for operating lease deposits, prepayment and deposits for future financing services. Deposits and prepayment consist of prepayment paid to suppliers, utility and other deposits and prepaid financing service fee, which are classified as current assets.
For the years ended September 30, 2022, 2023 and 2024, the foreign exchange gains were $72,974, $118,508 and $156,937, respectively. Impact of COVID-19 Since late December 2019, the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world.
For the years ended September 30, 2023 and 2024, the foreign exchange gains were $118,508 and $156,937, respectively. For the years ended September 30, 2025, the foreign exchange loss was $138,223. Impact of COVID-19 Since late December 2019, the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world.
Investing Activities For the years ended September 30, 2022, 2023 and 2024, our cash outflow used in investing activities was principally derived from the purchases of fixtures, furniture and equipment. Financing Activities For the year ended September 30, 2022, our cash used in financing activities was principally for cash payment of dividends.
Investing Activities For the years ended September 30, 2023, 2024 and 2025, our cash outflow used in investing activities was principally derived from the purchases of fixtures, furniture and equipment.
(3) Change in accounts payable and accounts payable – related party resulted in a cash outflow of $324,801 for the year ended September 30, 2024 compared to a cash inflow of $1,114,707 for the same period of 2023, which led to an approximately $1,440,000 increase in net cash outflow in operating activities.
(2) Change in deposits and prepayment resulted in a cash outflow of $78,278 for the year ended September 30, 2024 compared to a cash outflow of $175,862 for the same period of 2023, which led to an approximately $98,000 decrease in net cash outflow in operating activities. 100 (3) Change in accounts payable and accounts payable – related party resulted in a cash outflow of $324,801 for the year ended September 30, 2024 compared to a cash inflow of $1,114,707 for the same period of 2023, which led to an approximately $1,440,000 increase in net cash outflow in operating activities.
Credit periods for customers are normally within 7 to 90 days after customers have received the services provided by the Company. Our accounts receivable, net increased by $317,301, or 28.5% from $1,111,998 as of September 30, 2022 to $1,429,299 as of September 30, 2023. The increase was mainly attributable to the increase in revenue near the year end.
Credit periods for customers are normally within 7 to 90 days after customers have received the services provided by the Company. Our accounts receivable, net increased by $255,345, or 17.9% from $1,429,299 as of September 30, 2023 to $1,684,644 as of September 30, 2024. The increase was mainly attributable to the increase in revenue near the year end.
(2) Change in deposits and prepayment resulted in a cash outflow of $78,278 for the year ended September 30, 2024 compared to a cash outflow of $175,862 for the same period of 2023, which led to an approximately $98,000 decrease in net cash outflow in operating activities.
(2) Change in deposits and prepayment resulted in a cash inflow of $127,904 for the year ended September 30, 2025 compared to a cash outflow of $78,278 for the same period of 2024, which led to an approximately $206,000 increase in net cash inflow in operating activities.
Our cash outflow used in operating activities was principally for payment of supplier costs and operating expenses. 68 Table of Contents Net cash provided by operating activities was $326,089 for the year ended September 30, 2024, compared to net cash provided by operating activities of $2,021,831 for the year ended September 30, 2023, representing a decrease of approximately $1.7 million in the net cash inflow in operating activities.
Our cash outflow used in operating activities was principally for payment of supplier costs and operating expenses. 99 Net cash provided by operating activities was $240,355 for the year ended September 30, 2025, compared to net cash provided by operating activities of $326,089 for the year ended September 30, 2024, representing a decrease of approximately $0.1 million in the net cash inflow in operating activities.
Deferred costs Deferred offering costs consist principally of all direct offering costs incurred by the Company, such as underwriting, legal, accounting, consulting, printing, and other registration related costs in connection with the Initial Public Offering (“IPO”) of the Company’s ordinary shares.
Deferred costs Deferred offering costs consist principally of incremental cost directly attributable to the Company’s share offering incurred by the Company, such as underwriting, legal, accounting, consulting, printing, and other registration related costs in connection with the offering of the Company’s ordinary shares.
An impairment analysis is performed at the end of each year. For the year ended September 30, 2022, there was a reversal of allowance for expected credit loss for $522 was made of the year ended September 30, 2022. There was an allowance for expected credit loss amounting to $33,466 made in the year ended September 30, 2023.
An impairment analysis is performed at the end of each year. There was an allowance for expected credit loss amounting to $38,534 made in the year ended September 30, 2023. There was an allowance for expected credit loss amounting to $42,932 made in the year ended September 30, 2024.
Net cash provided by operating activities was $2,021,831 for the year ended September 30, 2023, compared to net cash provided by operating activities of $783,045 for the year ended September 30, 2022, representing an increase of approximately $1.2 million in the net cash inflow in operating activities.
Net cash provided by operating activities was $326,089 for the year ended September 30, 2024, compared to net cash provided by operating activities of $2,021,831 for the year ended September 30, 2023, representing a decrease of approximately $1.7 million in the net cash inflow in operating activities.
(4) Change in other payables and accrued liabilities resulted in a cash inflow of $320,152 for the year ended September 30, 2023 compared to a cash outflow of $5,415 for the same period of 2022, which led to an approximately $326,000 increase in net cash inflow in operating activities.
(4) Change in other payables and accrued liabilities resulted in a cash inflow of 156,675 for the year ended September 30, 2025 compared to a cash outflow of $98,002 for the same period of 2024, which led to an approximately $255,000 increase in net cash inflow in operating activities.
The following table sets forth a summary of our cash flows information for the years indicated: Years ended September 30, 2022 2023 2024 Net cash provided by operating activities $ 783,045 $ 2,021,831 $ 326,089 Net cash used in investing activities (9,247 ) (7,455 ) (592,585 ) Net cash (used in) provided by financing activities (1,244,502 ) (2,017,979 ) 2,008,826 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (470,704 ) (3,603 ) 1,742,330 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,028,439 557,735 554,132 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 557,735 $ 554,132 $ 2,296,462 Operating Activities Our cash inflow from operating activities was principally from the receipt of revenue.
The following table sets forth a summary of our cash flows information for the years indicated: Years ended September 30, 2023 2024 2025 Net cash provided by operating activities $ 2,021,831 $ 326,089 $ 240,355 Net cash used in investing activities (7,455 ) (592,585 ) (8,333 ) Net cash (used in) provided by financing activities (2,017,979 ) 2,008,826 4,976,681 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (3,603 ) 1,742,330 5,208,703 EFFECT OF CHANGES IN EXCHANGE RATES - - 223 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 557,735 554,132 2,296,462 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 554,132 $ 2,296,462 $ 7,505,388 Operating Activities Our cash inflow from operating activities was principally from the receipt of revenue.
The increase in net cash provided by operating activities was primarily due to the following major working capital changes: (1) Change in accounts receivable resulted in a cash outflow of $350,767 for the year ended September 30, 2023 compared to a cash outflow of $285,640 for the same period of 2022, which led to an approximately $65,000 decrease in net cash inflow in operating activities.
The decrease in net cash used in operating activities was primarily due to the following major working capital changes: (1) Change in accounts receivable resulted in a cash inflow of $700,407 for the year ended September 30, 2025 compared to a cash outflow of $259,743 for the same period of 2024, which led to an approximately $960,000 increase in net cash inflow in operating activities.
(6) Change in tax payables resulted in a cash inflow of $102,896 for the year ended September 30, 2023 compared to a cash outflow of $13,975 for the same period of 2022, which led to an approximately $117,000 increase in net cash inflow in operating activities.
(6) Change in tax payables resulted in a cash outflow of $308,790 for the year ended September 30, 2025 compared to a cash inflow of $69,228 for the same period of 2024, which led to an approximately $378,000 increase in net cash outflow in operating activities.
The decrease of revenue from the integrated cross-border logistics services is due to the higher average sales price per freight weight which driven down sales demand and volume from customers.
The revenue was mainly derived from the integrated cross-border logistics services for delivering goods from Hong Kong to Australia and New Zealand. Logistics revenue is recognized over the logistics time. The decrease of revenue from the integrated cross-border logistics services is due to the higher average sales price per freight weight which driven down sales demand and volume from customers.
Our revenue from integrated cross-border logistics services decreased by $1,755,756, or 10.4% from $16,872,539 for the year ended September 30, 2023 to $15,116,783 for the year ended September 30, 2024. The revenue was mainly derived from the integrated cross-border logistics services for delivering goods from Hong Kong to Australia and New Zealand. Logistics revenue is recognized over the logistics time.
Our revenue from integrated cross-border logistics services increased by $6,627,434, or 43.8% from $15,116,783 for the year ended September 30, 2024 to $21,744,217 for the year ended September 30, 2025. The revenue was mainly derived from the integrated cross-border logistics services for delivering goods from Hong Kong to Australia and New Zealand. Logistics revenue is recognized over the logistics time.
Our accounts receivable, net increased by $255,345, or 17.9% from $1,429,299 as of September 30, 2023 to $1,684,644 as of September 30, 2024. The increase was mainly attributable to the increase in revenue near the year end. An impairment analysis is performed at the end of each year.
Our accounts receivable, net decreased by $680,441, or 40.4%, from $1,684,644 as of September 30, 2024, to $1,004,203 as of September 30, 2025. The decrease was mainly attributable to the decrease in revenue near the year end. An impairment analysis is performed at the end of each year.
The issuance and sale of additional equity or convertible loans would result in dilution to our shareholders. The occurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that might restrict our operations.
The issuance and sale of additional equity or convertible loans would result in dilution to our shareholders. The occurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that might restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. C.
The Company’s management believes that the Hong Kong Dollar Best Lending Rate (“BLR”) was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments; the rate used by the Company as quoted by the BLR minus 2.5% Cash Flow Our use of cash is primarily related to operating activities, payment of dividends and payment of deferred IPO cost.
Wai Yiu Yau, a director of the Company. The Company’s management believes that the Hong Kong Dollar Best Lending Rate (“BLR”) was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments; the rate used by the Company as quoted by the BLR minus 2.5%.
(5) Change in tax payables resulted in a cash outflow of $13,975 for the year ended September 30, 2022 Change in contract liabilities resulted in a cash outflow of nil for the year ended September 30, 2023 compared to a cash outflow of $24,157 for the same period of 2022, which led to an approximately $24,000 increase in net cash inflow in operating activities.
(5) Change in contract assets resulted in a cash inflow of $353,292 for the year ended September 30, 2025 compared to a cash outflow of $356,110 for the same period of 2024, which led to an approximately $710,000 increase in net cash inflow in operating activities.
Such costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds. In the event the offering is unsuccessful or aborted, the costs will be expensed. Accounts payable The accounts payable are derived from logistics and air freight service providers.
Such costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds. In the event the offering is unsuccessful or aborted, the costs will be expensed. The deferred costs remained unchanged as of September 30, 2024, and September 30, 2025.
(7) Net income of $1,077,392 in the year ended September 30, 2023 compared net income of $810,227 to the same period of 2022, which led to an approximately $267,000 increase in net cash inflow in operating activities.
(7) Net income of $682,982 in the year ended September 30, 2025 compared net income of $1,339,008 to the same period of 2024, which led to an approximately $660,000 decrease in net cash inflow in operating activities.
The effective tax rates on income before income taxes for the years ended September 30, 2022 and 2023 were approximately 13.5% and 15.1%, respectively.
The effective tax rates on income before income taxes for the years ended September 30, 2024 and 2025 were approximately 14.3% and 22.7%, respectively.
(2) Change in deposits and prepayment resulted in a cash outflow of $175,862 for the year ended September 30, 2023 compared to a cash outflow of $146,442 for the same period of 2022, which led to an approximately $29,000 decrease in net cash inflow in operating activities. 69 Table of Contents (3) Change in accounts payable and accounts payable – related party resulted in a cash inflow of $1,114,707 for the year ended September 30, 2023 compared to a cash inflow of $520,143 for the same period of 2022, which led to an approximately $595,000 increase in net cash inflow in operating activities.
(3) Change in accounts payable and accounts payable – related party resulted in a cash outflow of $1,531,420 for the year ended September 30, 2025 compared to a cash outflow of $324,801 for the same period of 2024, which led to an approximately $1,207,000 increase in net cash outflow in operating activities.
Capital Expenditures The Company did not incur any significant capital expenditure for the years ended September 30, 2022 and 2023.
Capital Expenditures The Company did not incur any significant capital expenditure for the years ended September 30, 2023. For the year ended September 30, 2024, the Company has paid a deposit of $462,974 for purchase of property, plant and equipment.
For the year ended September 30, 2023 our cash used in financing activities was principally for cash payment for the offering expenses and dividend.
For the year ended September 30, 2025, net cash used in investing activities decreased significantly upon the completion of our primary infrastructure expansion and equipment procurement conducted in the prior year. Financing Activities For the year ended September 30, 2023 our cash used in financing activities was principally for cash payment for the IPO expenses and dividend.
Liquidity and Capital Resources For the years ended September 30, 2022, 2023 and 2024, we have financed our operations primarily through cash generated from our business operation and capital contributions by our shareholder. As of September 30, 2022, we had working capital of $499,500 as compared to working capital of $128,745 as of September 30, 2023.
Contractual Obligations As of September 30, 2025, we have operating lease commitment with lease liability of $30,818 with a related party. B. Liquidity and Capital Resources For the years ended September 30, 2023, 2024 and 2025, we have financed our operations primarily through cash generated from our business operation, capital contributions by our shareholders and the June 2025 Offering.
Our packing costs decreased by $25,814, or 58.7%, from $43,959 for the year ended September 30, 2022 to $18,145 for the year ended September 30, 2023, mainly due to less packing materials used for declined sales from integrated cross-border logistics services.
Our packing costs decreased by $7,322, or 21.9%, from $33,380 for the year ended September 30, 2024 to $26,058 for the year ended September 30, 2025, mainly due to decrease in unit costs for packing materials used for integrated cross-border logistics services.
Accounts payable – related party Accounts payable – related party amounted to $175,479 and nil as of September 30, 2022 and September 30, 2023, respectively. For the year ended September 30, 2022, this balance consists of accounts payable to a related company arising from unsettled courier service fees.
For the year ended September 30, 2024, this balance consists of accounts payable to a related company arising from unsettled courier service fees. Other payables and accrued liabilities The line item consists of accrued payroll expenses, audit fees, government grant liability, other administrative expenses and accrued offering costs.
As of September 30, 2022, 2023 and 2024, a bank provided guarantee of $232,051, nil and nil, respectively, for covering the performance of obligations of the Company. Except the disclosures mentioned above, we have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, credit risk support, or other benefits.
For the year ended September 30, 2025, the Company has paid an additional deposit of $297,436 to a related party for operating lease arrangement and a deposit of 8,333 for purchase of car. 101 Off-Balance Sheet Arrangements As of September 30, 2023, 2024 and 2025, we have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, credit risk support, or other benefits.
We have historically financed our operations primarily through our cash flow generated from our operations.
Cash Flow Our use of cash is primarily related to operating activities, payment of dividends and payment of deferred IPO and offering costs. We have historically financed our operations primarily through our cash flow generated from our operations.
While our accounts receivable increased from $1,429,299 as of September 30, 2023 to $1,684,644 as of September 30, 2024, our working capital increased from $128,745 as of September 30, 2023 to $2,670,291 as of September 30, 2024. The increase of working capital was mainly due to a proceed from issuance of ordinary shares during the year ended September 30, 2024.
While our accounts receivable decreased from $1,684,644 as of September 30, 2024 to $1,004,203 as of September 30, 2025, our working capital increased from $2,670,291 as of September 30, 2024 to $8,782,964 as of September 30, 2025.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 71 Table of Contents C. Research and development, patents and licenses, etc. See “Item 4. Information on the Company - B. Business Overview - Information Technology Infrastructure.” D.
Research and development, patents and licenses, etc. See “Item 4. Information on the Company - B. Business Overview - Information Technology Infrastructure.” 102 D.
Contract assets increased by $109,081 or 25.1% from $434,757 as of September 30, 2022 to $ 543,838 as of September 30, 2023. The increase was mainly due to more in-transit deliveries that has not yet delivered to the customers near the year end 2023.
Contract assets decreased by $344,191, or 38.4%, from $897,409 as of September 30, 2024, to $553,218 as of September 30, 2025. The decrease was mainly due to fewer in-transit deliveries that has not yet delivered to the customers near the year end 2025. An impairment analysis is performed at the end of each year.
Our last mile carriage and alliance costs decreased by $814,569, or 8.0%, from $10,230,017 for the year ended September 30, 2022 to $9,415,448 for the year ended September 30, 2023, mainly due to less delivery orders from integrated cross-border logistics services. Our warehouse labor costs mainly represented salaries and wages of warehouse staff.
Our last mile carriage and alliance costs increased by $6,161,093, or 59.2%, from $10,399,786 for the year ended September 30, 2024 to $16,560,879 for the year ended September 30, 2025, mainly due to increase in volume and unit price for last mile carriage and alliance costs. Our warehouse labor costs mainly represented salaries and wages of warehouse staff.
Gross Profit Our gross profit increased by 35.5% to $1,905,587 for the year ended September 30, 2023, from $1,405,878 for the year ended September 30, 2022. Our gross profit margin increased to 10.3% for the year ended September 30, 2023, from 5.9% for the year ended September 30, 2022.
Gross Profit Our gross profit decreased by 1.8% to $2,375,097 for the year ended September 30, 2025, from $2,419,402 for the year ended September 30, 2024. Our gross profit margin decreased to 10.1% for the year ended September 30, 2025, from 14.6% for the year ended September 30, 2024.
Our cost of revenue decreased by $5,934,377, or 26.2%, from $22,615,318 for the year ended September 30, 2022 to $16,680,941 for the year ended September 30, 2023, mainly due to decrease in air freight and courier expenses to fulfill the decreased sales transactions. Our air freight charges mainly represented costs of air freight services.
Our cost of revenue increased by $7,068,083, or 50.1%, from $14,120,777 for the year ended September 30, 2024 to $21,188,860 for the year ended September 30, 2025, mainly due to increase in air freight and courier expenses to fulfil the increased sales transactions.
The accounts payable increased by $1,290,186, or 98.4% from $1,311,067 as of September 30, 2022 to $2,601,253 as of September 30, 2023. The balances arise from logistics service providers were settled within 7 to 30 days. The increase was mainly due to outstanding supplier invoices related to the air freight costs for the year ended September 30, 2023.
The increase was mainly due to outstanding supplier invoices related to the air freight costs for the year ended September 30, 2025. 96 Accounts payable – related party The accounts payable – related party amounted to $1,627,269 and nil as of September 30, 2024 and September 30, 2025, respectively.
Cost of Revenue The following table set forth the breakdown of our cost of revenue for the periods indicated: Years ended September 30, 2022 2023 Air freight charges $ 12,261,846 $ 7,113,911 Last mile carriage and alliance costs 10,230,017 9,415,448 Warehouse labor costs 79,496 133,437 Packing costs 43,959 18,145 $ 22,615,318 $ 16,680,941 Our cost of revenue mainly represented air freight charges, last mile carriage and alliance costs, packaging costs and labor costs.
Cost of Revenue The following table set forth the breakdown of our cost of revenue for the periods indicated: Years ended September 30, 2024 2025 Air freight charges $ 3,520,270 $ 4,357,260 Last mile carriage and alliance costs 10,399,786 16,560,879 Warehouse labor costs 167,341 244,663 Packing costs 33,380 26,058 $ 14,120,777 $ 21,188,860 Our cost of revenue mainly represented air freight charges, last mile carriage and alliance costs, warehouse labor costs and packaging costs.
Our amortization of right-of-use assets mainly represented our operating lease of our Hong Kong office and warehouse on 18 th and 24 th floors of Tsuen Wan Industrial Centre.
Operating lease liabilities – related party Our lease liabilities represented the current portion of the operating lease of our Hong Kong office and warehouse. As of September 30, 2025, the operating lease arrangement of the office and warehouse on 9 th floor of Tsuen Wan Industrial Centre was a related party transaction with Mr.
General and Administrative Expenses The following table set forth the breakdown of our general and administrative expenses for the periods indicated: Years ended September 30, 2022 2023 Staff costs $ 383,959 $ 370,826 Audit fees 1,667 171,667 Travel expenses 69,383 45,056 Depreciation Charge and Amortization of right-of-use assets 61,484 50,834 Allowance for expected credit loss 335 44,765 Others 71,904 75,578 $ 588,732 $ 758,726 Our general and administrative expenses mainly represented staff costs, audit fees, traveling expenses, depreciation charge, amortization of right-of-use assets, allowance for expected credit loss and other administrative expenses.
General and Administrative Expenses The following table set forth the breakdown of our general and administrative expenses for the periods indicated: Years ended September 30, 2024 2025 Staff costs $ 351,155 $ 436,471 Audit fees 190,256 250,103 Travel expenses 192,020 167,819 Legal and professional fees 191,428 331,826 Depreciation charge and amortization of right-of-use assets 64,688 104,340 Allowance for (reversal) expected credit loss 6,937 (28,966 ) Insurance expenses 13,624 96,013 Others 69,241 59,488 $ 1,079,349 $ 1,417,094 Our general and administrative expenses mainly represented staff costs, audit fees, traveling expenses, depreciation for fixture, furniture and office equipment and ROU asset, legal and professional fees, insurance expenses, allowance for expected credit loss and other administrative expenses.
The total balance of cash and cash equivalents decreased from $557,735 as of September 30, 2022 to $554,132 as of September 30, 2023.
The total balance of cash and cash equivalents increased by $5,208,926 from $2,296,462 as of September 30, 2024, to $7,505,388 as of September 30, 2025.
The total current liabilities increased 140.8%, from $1,616,528 on September 30, 2022 to $ 3,892,365 as of September 30, 2023. The increase in our current liabilities is mainly due to an increase in accounts payables and unpaid offering cost.
The total current liabilities decreased 57.7%, from $2,785,688 on September 30, 2024 to $ 1,177,197 as of September 30, 2025. The decrease in our current liabilities is mainly due to a decrease in accounts payable – related party and tax payable.
Our staff costs mainly represent staff salaries, contribution to staff retirement benefits and staff welfare for office staff and director. Staff costs decreased by $13,133, or 3.4%, from $383,959 for the year ended September 30, 2022 to $370,826 for the year ended September 30, 2023.
Our staff costs in this segment primarily represent salaries, contributions to retirement benefits, and welfare for our administrative and managerial employees and directors. For the year ended September 30, 2025, these costs increased by $85,316, or 24.3%, from $351,155 in 2024 to $436,471 in 2025.
Our air freight charges decreased by $5,147,935, or 42.0%, from $12,261,846 for the year ended September 30, 2022 to $7,113,911 for the year ended September 30, 2023, mainly due to the decreased sales from both air freight forwarding services and integrated cross-border logistics services and lower air freight rates offered by suppliers during the year ended September 30, 2023.
Our air freight charges increased by $836,990, or 23.8%, from $3,520,270 for the year ended September 30, 2024 to $4,357,260 for the year ended September 30, 2025, mainly due to the increased air freight capacity utilization to support the expansion of both air freight forwarding and integrated cross-border logistics business.
The increase in gross profit margin could be attributed to the lower freight costs and higher sales unit prices.
The decrease in gross profit margin was attributed to the higher last mile carriage and alliance costs which led to the lower margin in integrated cross-border logistics business.
Our net other income was $119,642 for the year ended September 30, 2022, as compared to net other income of $122,782 for the year ended September 30, 2023, primarily due to decrease in government grants from Employment Support Scheme under the Anti-epidemic Fund, and also, there was no insurance compensation claim from the insurance company for the year ended September 30, 2023, as the Company decided to compensate the loss of its customers directly instead of covering by an insurance policy. 63 Table of Contents The foreign exchange gains of $72,974 and $118,508 for the years ended September 30, 2022 and 2023, respectively, primarily as a result of net variances of the exchange rate between the Australian dollars and Hong Kong dollars on Australian dollar-denominated transactions.
Our net other expenses was $74,872 for the year ended September 30, 2025, as compared to net other income of $222,765 for the year ended September 30, 2024, primarily due to foreign exchange losses. 89 The foreign exchange gains of $156,937 for the year ended September 30, 2024 and foreign exchange losses of $138,223 for the year ended September 30, 2025, primarily resulted from net variances of the exchange rate between the Australian dollars and Hong Kong dollars on Australian dollar-denominated transactions.
Removed
The increase in net income was predominantly due to increased gross profit. 60 Table of Contents Year Ended September 30, 2023 Compared to Year Ended September, 2022 Comparison of Year Ended September 30, 2022 and 2023 Years ended September 30, 2022 2023 Changes $ $ $ Revenue Integrated cross-border logistics services 19,444,182 16,872,539 (2,571,643 ) Air freight forwarding services 4,577,014 1,713,989 (2,863,025 ) 24,021,196 18,586,528 (5,434,668 ) Cost of revenue 16,621,775 10,521,866 (6,099,909 ) Cost of revenue – related party 5,993,543 6,159,075 165,532 Cost of revenue 22,615,318 16,680,941 (5,934,377 ) Gross profit 1,405,878 1,905,587 499,709 General and administrative expenses 588,732 758,726 169,994 Income from operation 817,146 1,146,861 329,715 Other income (expense) Interest income 108 3,481 3,373 Interest expense (2,755 ) (1,066 ) 1,689 Other income 122,289 120,367 (1,922 ) Total other income, net 119,642 122,782 3,140 Income before income taxes 936,788 1,269,643 332,855 Income tax expenses 126,561 192,251 65,690 Net income 810,227 1,077,392 267,165 61 Table of Contents Year Ended September 30, 2023 Compared to Year Ended September, 2022 Revenues Our revenue decreased by $5,434,668, or 22.6%, from $24,021,196 for the year ended September 30, 2022 to $18,586,528 for the year ended September 30, 2023, primarily due to the decrease in the integrated cross-border logistics services and air freight forwarding services in 2023.

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Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeCheung Fan — — All directors and executive officers as a group 11,444,790 76.7 % Principal Shareholders: % Globavend Investments Limited (3) 11,444,790 76.7 % Notes: (1) Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC.
Biggest changeCheung Fan — — All directors and executive officers as a group 57,324 2.5 % Principal Shareholders: % Globavend Investments Limited (3) 57,324 2.5 % Directors and Executive Officers (1) Number of Ordinary Shares Number of Management Shares Approximate percentage of outstanding Shares (2) Approximate percentage of voting power (2) Wai Yiu Yau 57,224 100 2.5 % 97.8 % Tsz Ngo Yu - - - - San Man Leng - - - - Ho Chuen Shin - - - - Fan Cheung - - - - All directors and executive officers as a group 57,224 100 2.5 % 97.8 % Principal Shareholders: Globavend Investments Limited (3) 57,224 - 2.5 % - % Notes: (1) Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC.
Employees As of September 30, 2024, we had seven full-time employees, six of whom are based in Hong Kong and one of whom is based in Australia. As of September 30, 2023, we had seven full-time employees, six of whom are based in Hong Kong and one of whom is based in Australia.
As of September 30, 2024, we had seven full-time employees, six of whom are based in Hong Kong and one of whom is based in Australia. As of September 30, 2023, we had seven full-time employees, six of whom are based in Hong Kong and one of whom is based in Australia.
Each committee’s members and functions are described below. Audit Committee Our audit committee consists of Ms. Leng, Mr. Shin, and Mr. Cheung, and is chaired by Ms. Leng. We have determined that each of these three director nominees satisfies the “independence” requirements of the Nasdaq Listing Rules and meets the independence standards under Rule 10A-3 under the Exchange Act.
Each committee’s members and functions are described below. 105 Audit Committee Our audit committee consists of Ms. Leng, Mr. Shin, and Mr. Cheung, and is chaired by Ms. Leng. We have determined that each of these three director nominees satisfies the “independence” requirements of the Nasdaq Listing Rules and meets the independence standards under Rule 10A-3 under the Exchange Act.
Yu’s employment agreement without notice or compensation. Mr. Yu is also subject to certain confidentiality and non-competition provisions. In addition, we have entered into agreements with all other independent directors whose service has began on November 2, 2023.
Yu’s employment agreement without notice or compensation. Mr. Yu is also subject to certain confidentiality and non-competition provisions. In addition, we have entered into agreements with all other independent directors whose service began on November 2, 2023.
He is currently the executive director of Marksman Corporate Services Limited a firm principally engaged in the provision of corporate secretarial services and corporate consulting services, a director of JMG Corporate Consulting Limited, both since June 2019, and a partner of IPA CPA Limited, an accounting firm, since October 2020.
He is currently the executive director of Marksman Corporate Services Limited a firm principally engaged in the provision of corporate secretarial services and corporate consulting services, a director of Marksman Corporate Consulting Limited, both since June 2019, and a partner of IPA CPA Limited, an accounting firm, since October 2020.
The audit committee will be responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; 74 Table of Contents ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
The audit committee will be responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
The directors’ services will be compensated by cash under the agreement in an amount determined by the board. We have also entered into indemnification agreements with each of directors and executive officers.
The directors’ services will be compensated by cash under the agreement in an amount determined by the board. 108 We have also entered into indemnification agreements with each of directors and executive officers.
Cheung has served as an independent director since November 2, 2023. Mr. Cheung is also a member of the compensation committee, the nominating and corporate governance committee and the audit committee. Mr. Cheung has over 14 years’ experience in logistics field including international business expansion, cross-border transactions and corporate governance. He has been serving S.F.
Cheung has served as an independent director since November 2, 2023. Mr. Cheung is also a member of the compensation committee, the nominating and corporate governance committee and the audit committee. Mr. Cheung has over 16 years’ experience in logistics field including international business expansion, cross-border transactions and corporate governance. He has been serving S.F.
Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption. 76 Table of Contents Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), but we are required to comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii).
Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption. 107 Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), but we are required to comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii).
Shin has served as an independent director since November 2, 2023. Mr. Shin is also the chair of the compensation committee and the nominating and corporate governance committee, and as a member of the audit committee. Mr. Shin is a solicitor of the High Court in Hong Kong with over 8 years extensive experience in corporate practice.
Shin has served as an independent director since November 2, 2023. Mr. Shin is also the chair of the compensation committee and the nominating and corporate governance committee, and as a member of the audit committee. Mr. Shin is a solicitor of the High Court in Hong Kong with over 10 years extensive experience in corporate practice.
He is a member of the Certified Public Accountants Australia, a fellow member of the Hong Kong Institute of Certified Public Accountants since January 2011 and September 2018, respectively and has over 18 years of experience in the related fields of finance, auditing, accounting, corporate governance practices, and company secretarial matters.
He is a member of the Certified Public Accountants Australia, a fellow member of the Hong Kong Institute of Certified Public Accountants since January 2011 and September 2018, respectively and has over 20 years of experience in the related fields of finance, auditing, accounting, corporate governance practices, and company secretarial matters.
Cheung is qualified to serve as our director based on his extensive experience and industry background within the logistic industry. Family Relationships None of our directors or executive officers have a family relationship as defined in Item 401 of Regulation S-K.
Cheung is qualified to serve as our director based on his extensive experience and industry background within the logistic industry. Family Relationships None of our directors or executive officers have a family relationship as defined in Item 401 of Regulation S-K. 104 B.
We have not made any agreements with our directors or executive officers to provide benefits upon termination of employment. Equity Compensation Plan Information We have not adopted any equity compensation plans. Outstanding Equity Awards at Fiscal Year-End As of September 30, 2024, we had no outstanding equity awards. C.
We have not made any agreements with our directors or executive officers to provide benefits upon termination of employment. Equity Compensation Plan Information We have not adopted any equity compensation plans. Outstanding Equity Awards at Fiscal Year-End As of September 30, 2025, we had no outstanding equity awards. C.
Wai Yiu Yau is the founder of the Company and has been its director and chairman of the Board since May 2023. He is also the founder and director of Globavend HK since its inception in June 2016 and has over 18 years of experience in the logistics industry. Prior to the setting up of Globavend HK, Mr.
Wai Yiu Yau is the founder of the Company and has been its director and chairman of the Board since May 2023. He has also been the founder and director of Globavend HK since its inception in June 2016 and has over 20 years of experience in the logistics industry. Prior to the setting up of Globavend HK, Mr.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this annual report. Directors and Executive officers Age Position Mr. Wai Yiu Yau 41 Founder, Chairman of the Board and Chief Executive Officer Mr.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this annual report. Directors and Executive officers Age Position Mr. Wai Yiu Yau 42 Founder, Chairman of the Board and Chief Executive Officer Mr.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs, or other similar arrangements; and ● selecting a compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management. 75 Table of Contents Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs, or other similar arrangements; and ● selecting a compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management. 106 Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 77 Table of Contents D.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. D.
The following table sets out a breakdown of our employees by function: As of September 30, 2022 As of September 30, 2023 As of September 30, 2024 Management 1 1 1 Administration and human resources 1 1 1 Accounting and finance 1 1 2 Supply-chain management 1 1 1 Warehouse management (1) 5 3 2 Total 9 7 7 (1) Includes full-time employees but excludes part-time employees.
The following table sets out a breakdown of our employees by function: As of September 30, 2023 As of September 30, 2024 As of September 30, 2025 Management 1 1 1 Administration and human resources 1 1 2 Accounting and finance 1 2 2 Supply-chain management 1 1 2 Warehouse management (1) 3 2 2 Total 7 7 9 (1) Includes full-time employees but excludes part-time employees.
He has received a Bachelor of Commerce Degree in Accounting and Finance and Master of Applied Finance, both from Monash University of Australia, in December 2005 and December 2006, respectively. 72 Table of Contents Ms. San Man Leng (“Ms. Leng”) , Independent Director Ms. Leng has served as an independent director since November 2, 2023. Ms.
He has received a Bachelor of Commerce Degree in Accounting and Finance and Master of Applied Finance, both from Monash University of Australia, in December 2005 and December 2006, respectively. 103 Ms. San Man Leng (“Ms. Leng”) , Independent Director Ms. Leng has served as an independent director since November 2, 2023. Ms.
We believe Globavend HK maintains a good working relationship with its employees, and it has not experienced any significant problems with our employees or any disruption to our operations due to labor disputes, nor have we experienced any material difficulties in the recruitment and retention of experienced core staff or skilled personnel during the years ended September 30, 2022, 2023 and 2024.
We believe we maintain a good working relationship with its employees, and it has not experienced any significant problems with our employees or any disruption to our operations due to labor disputes, nor have we experienced any material difficulties in the recruitment and retention of experienced core staff or skilled personnel during the years ended September 30, 2023, 2024 and 2025.
Compensation For the year ended September 30, 2024, we paid an aggregate of US$72,532 (including salaries, bonus and mandatory provident fund) to our directors. Our Hong Kong subsidiary is required by law to contribute amounts equal to certain percentages of each employee’s salary for his or her mandatory provident fund.
Compensation For the year ended September 30, 2025, we paid an aggregate of $78,900 (including salaries, bonus and mandatory provident fund) to our directors. Our Hong Kong subsidiary is required by law to contribute amounts equal to certain percentages of each employee’s salary for his or her mandatory provident fund.
Tsz Ngo Yu 39 Chief Financial Officer Ms. San Man Leng 47 Independent Director Mr. Ho Chuen Shin 35 Independent Director Mr. Fan Cheung 40 Independent Director Mr. Wai Yiu Yau (“Mr. Yau”) , Founder, Chairman of the Board and Chief Executive Officer Mr.
Tsz Ngo Yu 40 Chief Financial Officer Ms. San Man Leng 48 Independent Director Mr. Ho Chuen Shin 36 Independent Director Mr. Fan Cheung 41 Independent Director Mr. Wai Yiu Yau (“Mr. Yau”) , Founder, Chairman of the Board and Chief Executive Officer Mr.
These shares, however, are not included in the computation of the percentage ownership of any other person. See “—B. Compensation” for more details on options and restricted shares granted to our directors and executive officers. Directors and Executive Officers: (1) Number of Ordinary Shares Approximate percentage of outstanding Ordinary Shares (2) Mr. Wai Yiu Yau (3) 11,444,790 76.7 % Mr.
These shares, however, are not included in the computation of the percentage ownership of any other person. 109 See “—B. Compensation” for more details on options and restricted shares granted to our directors and executive officers. Directors and Executive Officers: (1) Number of Ordinary Shares Approximate percentage of outstanding Ordinary Shares (2) Mr.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our shares as of the date of this annual report by: ● each of our current directors and executive officers; and ● each person known to us to own beneficially 5% or more of our shares. 78 Table of Contents The calculations in the table below are based on 14,931,123 Ordinary Shares outstanding as of the date of this annual report.
E. Share Ownership The following table sets forth information with respect to the beneficial ownership of our shares as of the date of this annual report by: ● each of our current directors and executive officers; and ● each person known to us to own beneficially 5% or more of our shares.
At each general meeting, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Ordinary Share that such shareholder holds.
The registered address of Globavend Investments Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, BVI. At each general meeting, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Ordinary Share that such shareholder holds.
Tsz Ngo Yu — — Ms. San Man Leng — — Mr. Ho Chuen Shin — — Mr.
Wai Yiu Yau (3) 57,324 2.5 % Mr. Tsz Ngo Yu — — Ms. San Man Leng — — Mr. Ho Chuen Shin — — Mr.
(2) Based on 14,931,123 Ordinary Shares outstanding as at the date of this annual report. (3) Represents 11,444,790 Ordinary Shares held by Globavend Investments Limited, a company incorporated under the laws of the BVI, wholly owned by Mr. Yau. The registered address of Globavend Investments Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, BVI.
(2) Based on 2,286,819 Shares issued and outstanding, comprising of 2,286,719 Ordinary Shares and 100 Management Shares, as at the date of this annual report. (3) Globavend Investments Limited is a company incorporated under the laws of the BVI and is wholly owned by Mr. Yau.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The calculations in the table below are based on 2,286,819 Shares issued and outstanding, comprising of 2,286,719 Ordinary Shares and 100 Management Shares, as of the date of this annual report. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Removed
Board Diversity The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.
Added
Employees As of September 30, 2025, we had nine full-time employees, six of whom are based in Hong Kong, one of whom is based in Australia and two of whom are based in the mainland China.
Removed
Board Diversity Matrix Country of Principal Executive Offices Australia Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 4 73 Table of Contents Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 3 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 B.
Removed
As of September 30, 2022, Globavend HK employed a total number of nine full-time employees in Hong Kong.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

6 edited+0 added−1 removed1 unchanged
Biggest changeWai Yiu Yau Interest income - - 5,030 Mr. Chun Lin Yau Salary expenses 16,769 - - Ms. Lai Ching Ng Salary expenses 16,769 - - 80 Table of Contents Names and relationship of related parties Existing Relationship with the Company Panaicia Pty Ltd Sole director and sole shareholder is one of the shareholders Mr. Wai Yiu Yau.
Biggest changeWai Yiu Yau Interest income - 5,030 21,317 111 Names and relationship of related parties Existing Relationship with the Company Panaicia Pty Ltd Sole director and sole shareholder is one of the shareholders Mr. Wai Yiu Yau. Prezario UNO Pty Ltd Sole shareholder is the spouse of one of the shareholders Mr. Wai Yiu Yau. C.
The deposit was refundable upon the termination of arrangement. Imputed interest was calculated by interest rate of 3.375% over the lease term of 15 months.
The deposit was refundable upon the termination of arrangement. Imputed interest was calculated by interest rate of 3.375% over the lease term of 24 months.
Board Practices—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions Set forth below are the related party transactions of our company that occurred during the past three fiscal years up to the date of this annual report: 79 Table of Contents Balances with related parties As of September 30, 2022 2023 2024 US$ US$ US$ Deposit and prepayment – related parties: Panaicia Pty Ltd - 155,093 - Prezario UNO Pty Ptd - 14,741 - Mr.
Board Practices—Employment Agreements and Indemnification Agreements.” 110 Other Related Party Transactions Set forth below are the related party transactions of our company that occurred during the past three fiscal years up to the date of this annual report: Balances with related parties As of September 30, 2023 2024 2025 US$ US$ US$ Deposit and prepayment – related parties: Panaicia Pty Ltd 155,093 - - Prezario UNO Pty Ptd 14,741 - - Mr.
Wai Yiu Yau - - 8,586 Note: As of September 30, 2024, a deposit of $600,000 was paid to Mr. Wai Yiu Yau, a director of the Company, for the Company’s exclusivity to acquire the warehouse and office at Tsuen Wan Industrial Centre, of which an operating lease has been entered into with the Company.
Wai Yiu Yau - (8,586 ) 33,094 Note: As of September 30, 2025, a deposit of $897,436 was paid to Mr. Wai Yiu Yau, a director of the Company, for the Company’s exclusivity to acquire the warehouse and office at Tsuen Wan Industrial Centre, of which an operating lease has been entered into with the Company.
Wai Yiu Yau (note) - - 600,000 As of September 30, 2022 2023 2024 US$ US$ US$ Accounts payable – related party: Panaicia Pty Ltd 175,479 - 1,563,137 Prezario UNO Pty Ptd - - 64,133 As of September 30, 2022 2023 2024 US$ US$ US$ Amount due to a director: Mr.
Wai Yiu Yau (note) - 600,000 897,436 As of September 30, 2023 2024 2025 US$ US$ US$ Accounts payable – related party: Panaicia Pty Ltd - 1,563,137 - Prezario UNO Pty Ptd - 64,133 - As of September 30, 2023 2024 2025 US$ US$ US$ Amount due from (to) a director: Mr.
Transactions with related parties For the years ended September 30, 2022 2023 2024 Related Party Nature of transaction US$ US$ US$ Panaicia Pty Ltd Last mile carriage expenses 5,922,909 5,526,462 6,462,561 Prezario UNO Pty Ltd Last mile carriage expenses 70,634 632,613 434,771 Mr. Wai Yiu Yau Rental expense - - 8,308 Mr.
Transactions with related parties For the years ended September 30, 2023 2024 2025 Related Party Nature of transaction US$ US$ US$ Panaicia Pty Ltd Last mile carriage expenses 5,526,462 6,462,561 12,593,926 Prezario UNO Pty Ltd Last mile carriage expenses 632,613 434,771 464,928 Mr. Wai Yiu Yau Rental expense - 8,308 43,615 Mr.
Removed
Prezario UNO Pty Ltd Sole shareholder is the spouse of one of the shareholders Mr. Wai Yiu Yau. Mr. Chun Lin Yau Father of one of the shareholders, Mr. Wai Yiu Yau Ms. Lai Ching Ng Mother of one of the shareholders, Mr. Wai Yiu Yau C. Interests of Experts and Counsel Not applicable.

Other GVH 10-K year-over-year comparisons