{"url_path":"/sec/ncew/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F/A","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1968043/0001493152-26-027632-index.html","accession_number":"0001493152-26-027632","cik":"0001968043","ticker":"NCEW","issuer_name":"New Century Logistics (BVI) Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1968043/0001493152-26-027632-index.html","primary_entity_key":"0001968043","primary_entity_name":"New Century Logistics (BVI) Ltd"},"word_count":1447,"has_tables":true,"body_markdown":"**ITEM\n8. FINANCIAL INFORMATION**\n\n \n\n**A.\nConsolidated Statements and Other Financial Information**\n\n \n\nWe\nhave appended consolidated financial statements filed as part of this Annual Report.\n\n \n\n**Legal\nProceedings**\n\n \n\nSee\n“Item 4. Information on the Company-B. Business Overview-Legal Proceedings.”\n\n \n\n96\n\n  \n\n \n\n**Dividend\nPolicy**\n\n \n\nSubject\nto the BVI Act and our memorandum and articles of association, our board of directors may authorize and declare a dividend to shareholders\nat such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend\nthe value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further BVI\nstatutory restriction on the amount of funds which may be distributed by us by dividend.\n\n \n\nNo\ndividend was approved and declared during the year ended September 30, 2024 and 2025.\n\n \n\nDuring\nthe year ended September 30, 2023, the Company approved and declared a dividend of HK$55,000,000 (equivalent to US$7,051,282). Pursuant\nto their investment agreements with the Company the Pre-IPO Investors agreed not to receive any dividend unless and until the closing\nof the offering. Those Pre-IPO Investors therefore waived their right to receive the declared dividends in the amount of HK$8,250,000\n(equivalent to US$1.1 million). The four founder shareholders who were entitled to receive HK$46.75 million (equivalent to US$5.99 million),\ntherefore instructed the Company to set-off the dividend receivable by them against the current account due from them to the Company\nin full. Any dividend remained unpaid will be settled and paid to the relevant shareholders before the closing of the offering.\n\n \n\nWe\ncurrently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not\nanticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will\nbe made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements,\ncontractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions\ncontained in any future financing instruments.\n\n \n\nIf\nwe determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds\nfrom our Hong Kong subsidiaries NCL (HK), NCEW (HK) and Win-Tec.\n\n \n\nCash\ndividends, if any, on our Ordinary Shares will be paid in U.S. dollars.\n\n \n\n**B.\nSignificant Changes**\n\n \n\nExcept\nas disclosed elsewhere in this Annual Report and below, we have not experienced any significant changes since the date of our audited\nconsolidated financial statements included in this Annual Report.\n\n \n\nOn December 3, 2025, the Company received a notice\nfrom the Listing Qualifications Department of Nasdaq indicating that the Company had regained with the Minimum Bid Requirement under Listing\nRule 5550(a)(2). The notice indicated that as a result of the closing bid price of the Company’s Ordinary Shares having been at\n$1.00 per share or greater for 12 consecutive business days, from November 14, 2025, to December 2, 2025, the Company had regained compliance\nwith Nasdaq’s minimum bid price requirement and the matter had been closed.\n\n \n\nOn\nNovember 4, 2025, the Company effected a one-for-eight reverse stock split of its issued and outstanding common stock, no par value,\nand the Company’s common stock began trading on a split-adjusted basis on The Nasdaq Stock Market on that date, following the Company’s\nsatisfaction of Nasdaq Operations’ notice requirements.\n\n \n\nOn\nOctober 9, 2025, the Company filed an Amended and Restated Memorandum of Association with the Registry of Corporate Affairs of the British\nVirgin Islands, to reduce the authorized number of its common stock from 100,000,000 shares to 12,500,000 shares, reflecting the same\none-for-eight ratio as the reduction in the Company’s issued and outstanding shares.\n\n \n\nOn\nAugust 11, 2025, the Company received written notice from the Nasdaq Stock Market LLC notifying the Company that it is not in compliance\nwith Nasdaq Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the closing bid price for the Company’s ordinary\nshares had been below $1.00 per share for the preceding 30 consecutive business days. The Letter is only a notification of deficiency,\nnot of imminent delisting, and has no current effect on the listing or trading of the Company’s ordinary shares.\n\n \n\nOn\nJune 4, 2025, the Company entered into a Letter of Intent (the “LOI”) with Ms. Chiu Nga Ting, the sole shareholder of Asiatic\nLogistics Limited (“Asiatic”), to acquire 51% of the issued and outstanding shares of Asiatic. New Century’s acquisition\nof 51% of Asiatic Logistics aims to enhance its Asian presence and advance its global logistics ecosystem. The acquisition details will\nbe formalized in a subsequent agreement, considering Asiatic’s financial performance, market conditions, and industry benchmarks.\n\n \n\nOn\nMay 1, 2025, NCEW Investment Consultancy Company Limited, a wholly owned subsidiary of the Company entered into a the Comprehensive Logistics\nService Agreement with JD Logistics UK for establishing a strategic cooperative relationship.\n\n \n\n97\n\n  \n\n \n\nOn\nMay 1, 2025, the Company entered into a Memorandum of Understanding with Soradynamics Inc. (“Soradynamics”) for the design\nand development of a vehicle-mounted drone logistics system (the “Micro-Hub System”). Pursuant to the terms of the MOU, Soradynamics\nis expected to be responsible for the design and development of the Micro-Hub System, as well as the provision of services, products,\ndocumentation, specifications, and certain materials expressly identified as deliverables in the related Statement of Work. This engagement\nis intended to enhance and strengthen the Registrant’s logistics operations within the United States.\n\n \n\nOn\nMay 16, 2025, the Company entered into a Memorandum of Understanding with Silk Way Airlines Limited (“Silkway”) for establishing\na strategic cooperative relationship. Pursuant to the terms of the MOU, The Registrant and Silkway (together, the “Parties”)\nare expected to have a joint development of international air freight logistics solutions by integrating the Registrant’s global\nlogistics network with Silkway’s air cargo resources to provide end-to-end efficient transportation services for cross-border trading\nenterprises.\n\n \n\nOn\nApril 18, 2025, the Company’s board of directors adopted the New Century Logistics (BVI) Limited 2025 Equity Incentive Plan (the\n“2025 Plan”), pursuant to which an aggregate of 4,100,000 ordinary shares of the Company, no par value, were reserved for\nissuance. In connection with the adoption of the 2025 Plan, the Company filed a registration statement on Form S-8 with the U.S. Securities\nand Exchange Commission to register the 4,100,000 ordinary shares issuable under the 2025 Plan.\n\n \n\nOn\nDecember 17, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Craft Capital Management\nLLC, as representative of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell\nto the Underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 1,500,000 ordinary\nshares of the Company, no par value (the “Ordinary Shares”), at a public offering price of $4 per share. The Company also\ngranted the Underwriters a 45-day option starting from the effective date of post-effective amendment No. 2 to the Registration Statement\nto purchase up to additional 225,000 ordinary shares to cover over-allotments, if any.\n\n \n\nThe\nOrdinary Shares were offered pursuant to a registration statement on Form F-1 (File No. 333-274115) (the “F-1”) relating\nto the Offering, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 20,\n2024, and the Company’s registration statement on Form F-1MEF (File No. 333-283877) (the “MEF”) filed with the SEC\non December 17, 2024, which became effective upon filing. The Company filed a post-effective amendment No. 1 and a post-effective amendment\nNo.2 to the F-1 on November 29, 2024 and December 9, 2024, respectively; the post-effective amendment No.2 was declared effective by\nthe SEC on December 13, 2024.\n\n \n\nOn\nDecember 19, 2024, the Company closed its Offering of 1,500,000 Class A ordinary shares for gross proceeds of $6 million. The Ordinary\nShares were priced at $4.00 per share, and the Offering was conducted on a firm commitment basis, with no over-allotment exercised by\nthe Underwriters. Upon closing of the Offering, the Underwriters were issued warrants exercisable at any time and from time to time,\nin whole or in part, during the four-year period commencing six months from the closing of the Offering, entitling the Underwriters to\npurchase up to 4% of the total number of Ordinary Shares sold in the offering (including any Ordinary Shares sold as a result of the\nexercise of the Underwriters’ over-allotment option) at an exercise price of $5.00 per share.\n\n \n\nThe\nfinal prospectus relating to the Offering was filed with the SEC on December 18, 2024.\n\n \n\nThe\nOrdinary Shares were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “NCEW”\non December 18, 2024.\n\n \n\n98"}