Vantage : Annual Report for Fiscal Year Ending March 31, 2026 (Form 20-F)

About this update from Vistagen Therapeutics, Inc.

Operating and Financial Review and Prospects The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report. This discussion and analysis and other parts of this annual report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under "Risk Factors" and elsewhere in this annual report. You should carefully read the "Risk Factors" section of this annual report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. 5.A. Operating Results The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this Report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See "Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under "Risk Factors" and elsewhere in this Report. Overview We are a provider of shipbroking, operations and consultancy services specializing in the tanker market. We operate through offices in Singapore, the United Arab Emirates, Hong Kong and the People's Republic of China, providing shipbroking services to oil companies, commodity traders, shipowners and commercial managers across international shipping markets. Fiscal year 2026 was a transformational year for our Company. During the year, we completed the acquisitions of PJ Marine Singapore Pte. Ltd., Peijun Marine Consultant Co., Limited and PJ Marine Shanghai Co., Ltd., which expanded our geographical presence and service capabilities. In addition, we successfully completed our initial public offering and NYSE American listing in June 12, 2025, strengthening our capital base and providing additional financial flexibility to support our future growth strategy. Although revenue decreased by 4.4% to US$17.8 million during fiscal year 2026 as a result of softer global shipping market conditions and lower transaction volumes, our financial position strengthened significantly following our initial public offering. Total assets increased to US$22.8 million as of March 31, 2026 from US$11.2 million as of March 31, 2025, primarily reflecting the acquisitions completed during the year and the receipt of net proceeds from our initial public offering. Our results for fiscal year 2026 were also affected by factors associated with becoming a publicly listed company, including increased professional fees, regulatory compliance costs, investor relations expenses and corporate governance costs. These expenses, together with acquisition-related transaction costs and higher depreciation and amortization arising from acquired assets, contributed to the increase in operating expenses during the year. We continue to focus on expanding our service offerings, strengthening our market position through strategic acquisitions, growing our recurring customer relationships and maintaining a disciplined approach to cost management while leveraging the enhanced financial flexibility resulting from our public listing Key Factors that Affect Operating Results Our revenue is mainly derived from commissions paid to us by shipowners, which are based on either a fixed fee per contract or the following: (1) Freight commission calculated as a percentage of the freight payable to the shipowner by the charterer. (2) Sale and purchase transactions - commission calculated as a percentage of the purchase price or as a lump sum for the sale and purchase of tanker. (3) Demurrage commission calculated as a percentage of the total demurrage payable by the charterer to the shipowner. Therefore, we believe that our operating results would be affected by the following key factors: Market conditions and freight rates As our commission may be calculated as a percentage of freight, changes in freight rates significantly impact our revenue. Freight rates are typically influenced by supply and demand dynamics, economic conditions, and commodity prices. Economic growth and increased trade activity typically lead to higher demand for shipping services and higher freight rates. Conversely, economic downturns or reduced trade volumes can result in lower freight rates. Fluctuations in fuel costs, regulatory changes, and weather disruptions also impact freight rates by affecting operating expenses and shipping efficiency for companies. Operating as a public company Following our NYSE American listing in June 12, 2025, we have incurred additional costs associated with operating as a publicly listed company, including legal and professional fees, regulatory compliance, investor relations, corporate governance and internal control compliance costs. These expenses are expected to continue as part of our ongoing operations. Geopolitical risks and regional conflicts Regional conflicts and geopolitical tensions, such as the Iran-Israel war, Hamas-Israel conflict or the Russia-Ukraine war, pose significant risks to maritime operations and can impact the Company's revenue. Heightened geopolitical tensions may lead to increased maritime risks, including piracy, vessel detentions, and disruptions to trade routes. In response to these risks, charterers may demand higher freight rates or opt for longer voyages to avoid conflict zones. Moreover, higher fuel prices significantly increase operating expenses for shipping companies, prompting adjustments in freight rates to offset these expenses. Therefore, while geopolitical tension may lead to staggering shipping activities, resulting in disruptions and decreased demand for shipping services, the effect of a spike in fuel prices and operating expenses often outweighs this drop in shipping activities. Consequently, ship companies may demand higher freight rates, leading to increased brokerage income for the Company. Also, geopolitical tension can lead to higher brokerage income for us due to increased demurrage charges resulting from delays in cargo shipments caused by maritime risks or disruptions to trade routes. When geopolitical tensions escalate, there is often heightened uncertainty and risks associated with navigating certain regions or transiting through strategic waterways. For example, conflicts or geopolitical instability in key shipping lanes, such as the Strait of Hormuz or the South China Sea, can lead to delays in cargo shipments as vessels may need to alter their routes, discharge ports, or wait for safe passage. As a result of these delays, charterers may exceed the agreed-upon laytime or free time for loading and unloading cargo at ports, leading to demurrage charges. Demurrage refers to the fee paid by charterers to shipowners for the detention of a vessel beyond the agreed-upon time allowed for loading or unloading cargo. The longer the delays, the higher the demurrage charges incurred by charterers, which can significantly increase brokerage income for us. Crude oil price fluctuations Crude oil price fluctuations have a direct impact on the shipping industry, particularly in the tanker segment. Higher crude oil prices typically result in increased demand for oil transportation, leading to higher freight rates and hence commissions for the Company. Moreover, crude oil prices influence the operating costs of shipping companies, as fuel costs represent a substantial portion of their expenses. In response to higher fuel costs, shipping companies may adjust their freight rates to offset these expenses and maintain profitability. Higher freight rates result in increased contract values between ship owners and charterers, which in turn lead to higher commission earnings for the Company. Changes in crude oil prices also affect market sentiment and investment decisions, which can indirectly influence shipping demand and revenue generation. Global oil inventories and demand Global oil inventories and demand levels play a crucial role in shaping the demand for tanker transportation services. High oil inventories typically indicate lower demand for tanker transportation, as there is ample supply available locally. In contrast, low oil inventories often signal higher demand for tanker services, as oil needs to be transported from distant locations to meet demand. Changes in global oil demand, driven by factors such as economic growth, industrial activity, and geopolitical events, directly impact our revenue by affecting shipping volumes and charter rates. Global oil tanker fleet production and scrapping The pace of global oil tanker fleet production and scrapping activities also influences the Company's revenue. Slower production of new vessels can lead to tighter vessel supply, thereby increasing charter rates and commissions earned by the Company. Conversely, higher production levels or increased vessel scrapping may result in excess vessel supply, leading to downward pressure on charter rates and reduced revenue for the company. Additionally, changes in vessel technology, regulations, and environmental standards can impact vessel utilization rates and operating costs, further affecting the Company's revenue. Changing Consumer Behaviours As policy makers and consumers shift towards a greater awareness of the impact of the energy industry on the climate, behaviours and policies to adopt cleaner energy usage emerge. There may occur a faster than expected phase out of fossil fuels. While the growth in demand for fossil fuels is forecasted to decline this decade, global initiatives to limit global warming to 1.5 degrees Celsius per year may result in a faster than expected decline in fossil fuel demand. This would shorten the runway we have planned to transition to other new sectors and affect revenue projections. With the rise and a transition towards electric vehicles there might be a threat of sudden reduction of consumption of gasoline and diesel which could reduce then demand for sea-borne transport. Regulations : The International Maritime Organisation (IMO) regulates standards by which vessels need to comply with. For example in 2024, regulatory changes included cleaner bunker fuel standards, with increasing maritime areas subject to higher standards of emissions controls, for example the Mediterranean Sea area and Arctic waters. Ships will also need to report and subsequently improve their Green House Gas (GHG) emissions. These may potentially affect the availability of ships for the carriage of oil and gas in the short term, until newly ordered ships which can meet these higher standards are delivered for commercial service. This may lead to a reduction in revenues if the Company is unable to establish close ties with ship owners who have kept pace with changes and own the requisite compliant fleet. Environmental standards : As per the United Nations Climate Change (UNFCCC) conventions, its member Parties have laid out forward plans to reduce the usage of fossil fuels, as per the Kyoto and Paris Agreements. In the short term, from 2035 to 2040, this will lead to a reduction in fossil fuel usage as fuels derived from biological matter start to replace a portion of fossil fuel to reduce carbon emissions. This could lead to a reduction in the Company's earnings if the Company is not able to grow its Vegetables and Bio-fuels division as well as Chemicals division to compensate for the eventual decline in conventional fossil fuel carriage on the Clean and Dirty Petrochemicals Desk. The Company will also need to bring to fruition current plans to expand into other sectors like gas ship broking and potentially carbon trading to maintain the Company's revenue growth plans. Revenue by Commission Type The following table sets forth our revenue by commission type for the years ended March 31, 2024, 2025 and 2026. FY2024 (US$) % of Revenue FY2025 (US$) % of Revenue FY2026 (US$) % of Revenue Freight commission 16,489,917 82.5 13,740,506 73.6 13,491,801 75.6 Time charter (hire) commission 1,471,781 7.4 2,717,963 14.6 2,965,316 16.6 Demurrage commission 1,628,297 8.1 1,430,714 7.7 1,226,694 6.9 Deviation and other commission 409,299 2.0 319,958 1.7 153,800 0.9 Sale of vessel commission - - 450,000 2.4 - - Total 19,999,294 100 18,659,141 100 17,837,611 100 Freight commission remained our largest source of revenue throughout the periods presented, accounting for 82.5%, 73.6% and 75.6% of total revenue for the years ended March 31, 2024, 2025 and 2026, respectively. Freight commission decreased from US$16.5 million in fiscal year 2024 to US$13.7 million in fiscal year 2025, primarily reflecting lower freight brokerage activity, and remained relatively stable at US$13.5 million in fiscal year 2026. Time charter (hire) commission increased steadily from US$1.5 million in fiscal year 2024 to US$2.7 million in fiscal year 2025 and US$3.0 million in fiscal year 2026, increasing from 7.4% to 14.6% and 16.6% of total revenue, respectively. This reflects our continued focus on period charter transactions, which generally provide a more stable and recurring source of commission income. Demurrage commission declined from US$1.6 million in fiscal year 2024 to US$1.4 million in fiscal year 2025 and US$1.2 million in fiscal year 2026, primarily due to lower demurrage claims settled during the respective periods. Deviation and other commission also decreased over the three-year period, reflecting lower transaction activity. Sale of vessel commission was recognized only in fiscal year 2025, when the Company earned US$0.45 million from vessel sale transactions, with no such commission recognized in fiscal years 2024 or 2026. Results of Operations The following table sets forth a summary of our consolidated results of operations by amounts and percentages of our revenues for the years indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period. Years Ended March 31, 2024 2025 2026 2025 to 2024 2026 to 2025 US$ US$ US$ % Change % Change Revenue $ 19,999,294 $ 18,659,141 $ 17,837,611 (6.7 ) (4.4 ) Cost of revenue (10,560,766 ) (10,044,402 ) (10,427,222 ) (4.9 ) 3.8 Gross Profit 9,438,528 8,614,739 7,410,389 (8.7 ) (14 ) Operating expenses: Selling and marketing expenses (1,063,533 ) (1,130,799 ) (1,489,005 ) 6.3 31.7 Depreciation and amortization (175,488 ) (272,734 ) (598,516 ) 55.4 119.5 General and administrative expenses (2,361,763 ) (2,798,028 ) (6,156,987 ) 18.5 120.1 Total operating expenses (3,600,784 ) (4,201,561 ) (8,244,508 ) 16.7 96.2 Other income (expense): Government grants 20,865 16,063 19,923 (23 ) 24 Other income 150,653 251,895 9,105 67.2 (96.4 ) Interest expense (9,267 ) (12,325 ) (355,871 ) 33 2,787.4 Total other income (expense) 162,251 255,633 (326,843 ) 57.6 (227.9 ) Income (loss) before tax expense 5,999,995 4,668,811 (1,160,962 ) (22.2 ) (124.9 ) Income tax expense (1,045,511 ) (825,926 ) (155,708 ) (21 ) (81.1 ) Net income (loss) 4,954,484 3,842,885 (1,316,670 ) (22.4 ) (134.3 ) Comparison of Results of Operations for the Years Ended March 31, 2026 and 2025 Revenue We generate revenue from ship broking services. Revenue decreased by US$821,530, or 4.4%, from US$18,659,141 for the year ended March 31, 2025 to US$17,837,611 for the year ended March 31, 2026. The decrease was primarily attributable to softer global market conditions, reduced transaction volumes, and ongoing uncertainty in international trade and shipping demand. The decrease was partially offset by continued contributions from time charter commission income. Cost of revenue Our cost of revenue mainly consists of front-end payroll, employee benefits and commission fee. Our total cost of revenue increased by US$382,820, or 3.8%, from US$10,044,402 for the year ended March 31, 2025, to US$10,427,222 for the year ended March 31, 2026. The increase was primarily attributable to higher employee compensation and commission expenses resulting from increased headcount, including employees from the acquired businesses, and related revenue-generating activities. Gross profit and gross profit margin Gross profit decreased by US$1,204,350, or 14.0%, from US$8,614,739 for the year ended March 31, 2025 to US$7,410,389 for the year ended March 31, 2026, primarily due to the decrease in revenue and the increase in cost of revenue. Gross profit margin decreased from 46.2% for the year ended March 31, 2025 to 41.5% for the year ended March 31, 2026. Selling and marketing expenses Selling and marketing expenses increased by US$358,206, or 31.7%, from US$1,130,799 for the year ended March 31, 2025, to US$1,489,005 for the year ended March 31, 2026. The increase was primarily attributable to higher entertainment expenses and travelling expenses, reflecting increased business development activities, client engagement efforts and the expansion of our commercial team. Depreciation and amortization expenses Depreciation and amortization expenses increased by US$325,782, or 119.5%, from US$272,734 for the year ended March 31, 2025 to US$598,516 for the year ended March 31, 2026. The increase was primarily attributable to additional depreciation of leasehold improvements and plant and equipment together with higher amortization of right-of-use assets resulting from lease renewals. General and administrative expenses General and administrative expenses increased by US$3,358,959, or 120.1%, from US$2,798,028 for the year ended March 31, 2025 to US$6,156,987 for the year ended March 31, 2026. The increase was primarily attributable to higher professional and consultancy fees incurred in connection with the acquisitions, increased regulatory and compliance-related expenditures, investor relations expenses, higher employee compensation resulting from the expansion of our operations, including the acquired businesses, and the ongoing costs of operating as a publicly listed company. Other income It decreased by US$242,790 or 96.4% for the year ended March 31, 2025 of US$251,895 to US$9,105 for the year ended March 31, 2026. This was primarily attributable to a decrease in forfeited customer advances compared to the prior year. Interest expenses Interest expense increased by US$343,546, from US$12,325 for the year ended March 31, 2025 to US$355,871 for the year ended March 31, 2026. The increase was primarily attributable to finance costs associated with lease liabilities and deferred consideration arising from the acquisitions completed during fiscal year 2026. Income tax expense Income tax expense decreased by US$670,218, or 81.1%, from US$825,926 for the year ended March 31, 2025 to US$155,708 for the year ended March 31, 2026, primarily due to lower chargeable income. Net income As a result of the foregoing factors, we recorded a net loss of US$1,316,670 for the year ended March 31, 2026, compared to net income of US$3,842,885 for the year ended March 31, 2025. Comparison of Results of Operations for the Years Ended March 31, 2025 and 2024 Revenue We generate revenue from ship broking services. Our total revenue for the year ended March 31, 2025 decreased by US$1,340,153 or by 6.7%, from US$19,999,294 in the year ended March 31, 2024, to US$18,659,141 in the year ended March 31, 2025. While the overall decline reflects ongoing geopolitical tensions, weaker economic conditions, broader market uncertainty and an increase in ship tonnage supply, it was buffered by Vantage Corp's strategy to increase period charter activity during a higher freight environment. Revenue from time charter commissions increased by US$1,246,182. These longer-term agreements typically provide a more stable and predictable revenue stream, supporting our broader objective to reduce revenue volatility in an increasingly uncertain operating environment. Cost of revenue Our cost of revenue mainly consists of front-end payroll, employee benefits and commission fee. Our total cost of revenue decreased by US$516,364, or 4.9%, from US$10,560,766 for the year ended March 31, 2024, to US$10,044,402 for the year ended March 31, 2025. This improvement reflects continued operational efficiency and cost optimization efforts aligned with a 6.7% decline in sales. We focused on streamlining resources and aligning our cost structure with business needs, while continuing to invest in core talent and long-term capabilities. Gross profit and gross profit margin Gross profit decreased by US$823,789, or 8.7%, from US$9,438,528 for the year ended March 31, 2024 to US$8,614,739 for the year ended March 31, 2025, primarily due to the decrease in revenue. Gross profit margin decreased from 47.2% for the year ended March 31, 2024 to 46.2% for the year ended March 31, 2025. Selling and marketing expenses Selling and marketing expenses increased by US$67,266, or 6.3%, from US$1,063,533 for the year ended March 31, 2024 to US$1,130,799 for the year ended March 31, 2025. The increase was primarily attributable to higher entertainment expenses as we focused on developing relationships with new ship owners in an increasingly fragmented market. Depreciation and amortization expenses Depreciation and amortization expenses increased by US$97,246, or 55.4%, from US$175,488 for the year ended March 31, 2024 to US$272,734 for the year ended March 31, 2025. The increase was primarily attributable to depreciation of leasehold improvements resulting from capitalized renovation costs and higher amortization of right-of-use assets following the renewal of operating leases. General and administrative expenses General and administrative expenses increased by US$436,265, or 18.5%, from US$2,361,763 for the year ended March 31, 2024 to US$2,798,028 for the year ended March 31, 2025. The increase was primarily attributable to higher operating costs associated with our UAE office following the commencement of its operations, together with increased professional and consultancy fees related to the preliminary preparation for our initial public offering. Other income Other income increased by US$101,242, or 67.2%, from US$150,653 for the year ended March 31, 2024 to US$251,895 for the year ended March 31, 2025. The increase was primarily attributable to higher forfeited customer advances, partially offset by lower fixed deposit interest income. Interest expense Interest expense increased by US$3,058, or 33.0%, from US$9,267 for the year ended March 31, 2024 to US$12,325 for the year ended March 31, 2025, primarily due to higher finance costs associated with lease liabilities. Income tax expense Income tax expense decreased by US$219,585, or 21.0%, from US$1,045,511 for the year ended March 31, 2024 to US$825,926 for the year ended March 31, 2025, primarily due to lower chargeable income. Net income As a result of the foregoing factors, net income decreased from US$4,954,484 for the year ended March 31, 2024 to US$3,842,885 for the year ended March 31, 2025. CONSOLIDATED BALANCE SHEETS As of March 31, 2025 2026 US$ US$ ASSETS Current Assets Cash and Cash Equivalents 5,948,806 8,861,768 Accounts Receivable, Net 3,766,357 5,556,227 Prepaid Expenses and Other Current Assets, Net 1,193,972 1,249,597 Total Current Assets 10,909,135 15,667,592 Non-Current Assets Plant and Equipment, Net 108,746 201,146 Right-of-Use Assets 142,525 972,200 Goodwill - 2,900,729 Intangible Assets, Net - 1,253,127 Prepaid Expenses and Other Non-Current Assets, Net - 1,811,250 Total Non-Current Assets 251,271 7,138,452 TOTAL ASSETS 11,160,406 22,806,044 LIABILITIES Current Liabilities Lease Payable - Current 144,747 462,490 Accounts Payable 46,177 210,970 Accruals and Other Current Liabilities 3,873,327 6,142,769 Dividend Payable 5,101,002 3,549,983 Income Tax Payable 853,048 243,136 Total Current Liabilities 10,018,301 10,609,348 Non-Current Liabilities Lease Payable - Non-Current 981 527,751 Deferred Tax Liabilities 1,325 225,810 Dividend Payable 1,500,000 1,500,000 Total Non-Current Liabilities 1,502,306 2,253,561 TOTAL LIABILITIES 11,520,607 12,862,909 SHAREHOLDERS' EQUITY Ordinary shares, Class A, US$0.001 par value, 25,000,000 shares authorized, 7,633,620 shares issued and outstanding as of March 31, 2025 and 11,371,120 shares issued and 10,616,741 shares outstanding as of March 31, 2026 7,634 11,371 Ordinary shares, Class B, US$0.001 par value, 25,000,000 shares authorized, 20,366,380 shares issued and outstanding as of March 31, 2025 and March 31, 2026 20,366 20,366 Treasury shares, at cost; nil shares as of 31 March 2025 and 754,379 Class A ordinary shares as of March 31, 2026 - (749,424 ) Additional paid-in capital - 11,317,120 Accumulated Deficit (865,997 ) (2,253,741 ) Merger Reserve 504,549 504,549 Accumulated Other Comprehensive Loss (26,753 ) (26,361 ) Total Equity Attributable to Vantage Corp Shareholders (360,201 ) 8,823,880 Non-Controlling Interest - 1,119,255 Total Shareholders' Equity (360,201 ) 9,943,135 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 11,160,406 22,806,044 Current assets Current assets increased by US$4,758,457, from US$10,909,135 as of March 31, 2025 to US$15,667,592 as of March 31, 2026, primarily due to increases in cash and cash equivalents and accounts receivable. The increase in cash and cash equivalents was primarily driven by the net proceeds from our initial public offering, while the increase in accounts receivable primarily reflected the inclusion of accounts receivable from the businesses acquired during fiscal year 2026. Non-current assets Non-current assets, comprising plant and equipment, right-of-use assets, goodwill, intangible assets, and prepaid expenses and other non-current assets, increased by US$6,887,181, from US$251,271 as of March 31, 2025 to US$7,138,452 as of March 31, 2026. The increase was primarily attributable to the acquisitions of PJ Marine Singapore Pte. Ltd., Peijun Marine Consultant Co., Limited, and PJ Marine Shanghai Co., Ltd. during fiscal year 2026, which resulted in the recognition of goodwill and identifiable intangible assets, as well as an increase in prepaid expenses and other non-current assets, primarily consisting of prepayments for professional services related to the corporate development, and business consultancy services. Current liabilities Current liabilities increased by US$591,047, from US$10,018,301 as of March 31, 2025 to US$10,609,348 as of March 31, 2026, primarily due to an increase in accruals and other current liabilities, mainly related to deferred consideration payable arising from the acquisitions, partially offset by a decrease in dividend payable. Non-current liabilities Non-current liabilities increased by US$751,255, from US$1,502,306 as of March 31, 2025 to US$2,253,561 as of March 31, 2026, primarily due to an increase in deferred tax liabilities arising from the acquisitions and an increase in lease liabilities associated with additional right-of-use assets recognized during the period. Non-GAAP Financial Measure We present Adjusted EBITDA, a non-GAAP financial measure, as a supplemental measure of our operating performance. Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss) or any other financial measure prepared in accordance with U.S. GAAP. We define Adjusted EBITDA as net income (loss) before interest income, interest expense, income tax expense, depreciation and amortization, as further adjusted to exclude acquisition-related transaction costs that management believes are not reflective of our core operating performance. We believe Adjusted EBITDA provides investors with useful supplemental information because it facilitates period-to-period comparisons of our operating performance by excluding the effects of financing activities, income taxes, non-cash depreciation and amortization, and acquisition-related transaction costs that are not considered part of our ongoing operating activities. Management uses Adjusted EBITDA, together with our U.S. GAAP financial measures, to evaluate our operating performance, assess operating trends, allocate resources and make operating and strategic decisions. Adjusted EBITDA has limitations as an analytical measure. It should not be considered in isolation or as a substitute for net income (loss), operating income, cash flows from operating activities or any other measure determined in accordance with U.S. GAAP. In addition, our calculation of Adjusted EBITDA may not be comparable to similarly titled measures presented by other companies. The following table reconciles Adjusted EBITDA to the most directly comparable financial measure prepared in accordance with U.S. GAAP. Years Ended March 31, 2024 2025 2026 US$ US$ US$ Net Income (Loss) 4,954,484 3,842,885 (1,316,670) Adjustments: Income tax expenses 1,045,511 825,926 155,708 Interest expense 9,267 12,325 355,871 Interest income (150,653 ) (25,830 ) (5,447 ) Depreciation and amortization 175,488 272,734 598,516 EBITDA 6,034,097 4,928,040 (212,022 ) Acquisition-related transaction costs - - 82,870 Adjusted EBITDA 6,034,097 4,928,040 (129,152 ) 5.B. Liquidity and Capital Resources The consolidated financial statements included in this annual report have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Our principal sources of liquidity have historically been cash generated from operating activities. During fiscal year 2026, our liquidity was further strengthened by the net proceeds from our initial public offering consummated in 12 June 2025. We believe that our existing cash and cash equivalents, anticipated cash flows from operations, and the net proceeds from our initial public offering completed on June 13, 2025 and the exercise of the over-allotment option completed on June 18, 2025 will be sufficient to meet our anticipated working capital requirements, capital expenditure needs and other liquidity requirements for at least the next 12 months from the date of this annual report. However, our actual cash requirements may vary depending on our operating performance, working capital needs, capital expenditures, acquisitions and other strategic initiatives. We may require additional financing in the future to fund operations, working capital, capital expenditures, or acquisitions. Such financing may be obtained through equity or debt offerings, including bank borrowings or other credit facilities. If additional funding is required, we may not be able to obtain it on terms acceptable to us, or at all. Any issuance of equity securities may result in dilution to shareholders, while debt financing may result in increased interest obligations and restrictive covenants. Our ability to manage working capital, including receivables, other assets, and liabilities, may materially affect our financial condition and results of operations. The following table presents a summary of our consolidated cash flow activity for the periods set forth below: Years Ended March 31, 2024 2025 2026 US$ US$ US$ Statements of Cash Flows Data: Net cash (used in) provided by operating activities (173,264 ) 1,895,161 (4,446,503 ) Net cash used in investing activity (36,855 ) (126,455 ) (997,186 ) Net cash (used in) provided by financing activities (2,212,728 ) (12,427,693 ) 8,356,259 Net change in cash and cash equivalents (2,422,847 ) (10,658,987 ) 2,912,570 Cash and cash equivalents as of beginning of the year 19,030,668 16,607,536 5,948,806 Effects on currency translation on Cash and Cash Equivalents (285 ) 257 392 Cash and cash equivalents as of the end of the year 16,607,536 5,948,806 8,861,768 Cash Flows for the Years Ended March 31, 2024, 2025 and 2026 Net Cash (Used in) Provided by Operating Activities Net cash used in operating activities was US$4,446,503 for the year ended March 31, 2026, compared with net cash provided by operating activities of US$1,895,161 for the year ended March 31, 2025. The cash outflow during fiscal year 2026 was primarily attributable to our net loss of US$1,316,670, adjusted for non-cash items of US$1,171,221, together with a net cash outflow of US$4,301,054 arising from changes in operating assets and liabilities. Net cash provided by operating activities was US$1,895,161 for the year ended March 31, 2025, compared with net cash used in operating activities of US$173,264 for the year ended March 31, 2024. The increase was primarily attributable to net income of US$3,842,885, adjusted for non-cash items of US$239,800, partially offset by a net cash outflow of US$2,187,524 arising from changes in operating assets and liabilities. Net cash used in operating activities was US$173,264 for the year ended March 31, 2024. This was primarily attributable to net income of US$4,954,484, adjusted for non-cash items of US$258,447, which was more than offset by a net cash outflow of US$5,386,195 arising from changes in operating assets and liabilities. Net Cash Used in Investing Activity Net cash used in investing activities amounted to US$997,186 for the year ended March 31, 2026, compared with US$126,455 for the year ended March 31, 2025 and US$36,855 for the year ended March 31, 2024. The net cash outflow in fiscal year 2026 primarily consisted of US$783,741 paid for business acquisitions, net of cash acquired, and US$213,445 used for purchases of property and equipment. Cash used in investing activities during fiscal years 2025 and 2024 consisted primarily of purchases of property and equipment. Net Cash (Used in) Provided by Financing Activities Net cash provided by financing activities was US$8,356,259 for the year ended March 31, 2026, primarily reflecting net proceeds of US$11,320,857 from the issuance of ordinary shares in connection with our initial public offering, partially offset by dividend payments of US$2,215,174 and US$749,424 used for the repurchase of treasury shares. Net cash used in financing activities was US$12,427,693 for the year ended March 31, 2025, primarily reflecting dividend payments of US$11,424,665 and repayments to a director of US$513,224. Net cash used in financing activities was US$2,212,728 for the year ended March 31, 2024, primarily reflecting dividend payments of US$2,100,309 and repayments to a director of US$34,664, partially offset by proceeds from the issuance of share capital in Vantage Dubai of US$136,105 Capital Resources As of March 31, 2026, we had cash and cash equivalents of US$8.9 million, compared with US$5.9 million as of March 31, 2025. The increase was primarily attributable to the net proceeds from our initial public offering, partially offset by cash used in operating activities, business acquisitions and dividend payments. We believe that our existing cash and cash equivalents, together with anticipated cash flows from operations, will be sufficient to satisfy our working capital requirements, capital expenditure needs and other liquidity requirements for at least the next 12 months from the date of this annual report. Working Capital We believe that we have sufficient working capital to meet our present requirements and anticipated cash needs for at least the next 12 months from the date of this annual report, taking into account our cash and cash equivalents, anticipated cash flows from operations and the net proceeds from our initial public offering completed on June 12, 2025 and the exercise of the over-allotment option completed on June 18, 2025. As of March 31, 2024 2025 2026 US$ US$ US$ Cash and cash equivalents 16,607,536 5,948,806 8,861,768 Accounts receivable, net 4,747,576 3,766,357 5,556,227 Prepaid expenses and other current assets, net 463,628 1,193,972 1,249,597 Total current assets 21,818,740 10,909,135 15,667,592 Accounts payable 200,453 46,177 210,970 Current operating lease obligations 170,052 144,747 462,490 Other current liabilities 14,018,341 9,827,377 9,935,888 Total current liabilities 14,388,846 10,018,301 10,609,348 Working capital 7,429,894 890,834 5,058,244 Current ratio 1.52 1.09 1.48 Our working capital increased from US$890,834 as of March 31, 2025 to US$5,058,244 as of March 31, 2026, while our current ratio improved from 1.09 to 1.48 over the same period. The increase was primarily attributable to the net proceeds from our initial public offering, partially offset by cash used for business acquisitions, operating activities and dividend payments. Capital Expenditures We incurred capital expenditures of US$36,855, US$126,455 and US$213,445 for the years ended March 31, 2024, 2025 and 2026, respectively, primarily for the purchase of plant and equipment. We expect to fund our future capital expenditures through our existing cash and cash equivalents, anticipated cash flows from operations and, where appropriate, the remaining net proceeds from our initial public offering. We will continue to make capital expenditures as necessary to support the continued growth of our business. Commitments and Contingencies In the normal course of business, we are subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. We recognize a liability for such contingency if it determines it is probable that a loss will occur and a reasonable estimate of the loss can be made. We may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter. Capital Commitments As of March 31, 2025 and 2026, we did not have any capital commitments. Off-Balance Sheet Arrangements During the periods presented, we did not have, nor do we currently have, significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders. 5.C. Research and Development, Patent and Licenses, etc. We did not conduct any research and development activities for the year ended for the year ended March 31, 2026. Currently, our business and profitability are not materially dependent on any intellectual property such as patents, patent rights, licenses and processes or other intellectual property rights. We developed OpsWiz, our proprietary operations efficiency software tailored for tanker operations, entirely in-house from scratch. Therefore, we own all intellectual property rights to OpsWiz, even though we have not formally registered them. Except as disclosed below, we have not paid or received royalties for any license or use of intellectual property, nor do we use or own any other registered patents, trademarks or intellectual property which are material to our business. Trademark As of the date of this report, we own the following registered trademarks which we use in the course of our business. Mark Owner Jurisdiction Status Vantage Shipbrokers Pte Ltd Algeria Australia Benelux Brazil Brunei Darussalam Chile Egypt European Union Indonesia Israel Japan Malaysia Mexico Montenegro Mozambique New Zealand Norway Philippines Qatar Republic of Korea Republic of San Marino Russian Singapore Sint Maarten (Dutch part) Switzerland Türkiye UAE United Kingdom United States of America Registered Vantage Shipbrokers Pte Ltd Singapore Registered Internet Domain Name As of the date of this report, we have registered the domain names https:// www.vantageshipbrokers.com and https:// www.vntg-corp.com and https://hado.codes . The information contained on this website is not a part of this report. Due to our limited exposure to intellectual property risk in our business, we have not implemented any measures to protect our intellectual property. Since our inception, there have not, to our knowledge, been any infringements of intellectual property rights owned by the Company, including but not limited to any claims and threatened claims or proceedings initiated by us; and we have not been subject to any third party claims relating to intellectual property made against us. As of the date of this report, we have not entered into any licensing agreements relating to our intellectual property with any third parties; and we do not license intellectual property from any third party 5.D. 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 year ended March 31, 2026 that are reasonably likely to have a material effect on our total net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. 5.E. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with US GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. See Note [2] to our consolidated financial statements included elsewhere in this report for additional information on our significant accounting estimates and policies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates and judgements made by our management. As at March 31, 2026, the Company did not make any critical judgement in the process of applying the Company's accounting policies that have a critical effect on the amount recognized in the financial statements. The Company also did not make any key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a critical risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

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