CLPS Incorporation Reports Financial Results for the Second Half and Full Year of Fiscal 2025

CLPS Incorporation(the “Company” or “CLPS”) (Nasdaq:CLPS), today announced its financial results for the six monthsand full year of fiscal 2025 endedJune 30, 2025.

During this fiscal year, we faced a significant challenge when our long-standing and historically largest client announced a broad downsizing of its technology employee workforce within its China Solution Centers (CSCs) in Dalian and Shanghai, as part of its global restructuring strategy. As a result, this unprecedented strategic realignment required the dissolution of most of our dedicated IT staff serving the client. This action, while necessary, resulted in a significant increase in one-time employee severance expenses. Consequently, this non-recurring expense created unavoidable short-term pressure on our current period's net income. After excluding all of the layoff compensation, our adjusted net income for the fiscal year 2025 was $78.0 thousand.

We are transforming this challenge into an opportunity to advance our strategic objectives. While sustaining organic growth, we are accelerating our strategic shift toward building a more resilient revenue framework. This involves pioneering new, high-value project work in artificial intelligence (AI) and Robotic Process Automation (RPA) while intensifying our efforts to expand our international market presence. We are confident that the positive impact of these transformative steps will materialize and become evident in our financial performance in subsequent reporting periods. CLPS will continue to focus on long-term value creation through diversification, technology innovation, and international growth.

Unaudited Second Half of Fiscal 2025 Highlights (all results compared to the six months endedJune 30, 2024)

— Revenue increased by 15.0% to $81.7 million from $71.0 million.

— Revenue from IT consulting services increased by 16.9% to $78.7 million from $67.3 million.

— Revenue generated outside of mainland China increased by 77.1% to $23.5 million from $13.3 million. In particular:

Revenue generated from Singapore increased by 96.1% to $12.4 million from $6.3 million. – Revenue generated from Hong Kong SAR increased by 99.9% to $8.0 million from $4.0 million. – Revenue generated from Japan increased by 174.6% to $1.1 million from $0.4 million.

Audited Fiscal Year 2025 Highlights (all results compared to the twelve months endedJune 30, 2024)

— Revenue increased by 15.2% to $164.5 million from $142.8 million.

— Revenue from IT consulting services increased by 16.0% to $158.8 million from $136.8 million.

— Revenue generated outside of mainland China increased by 90.5% to $42.5 million from $22.3 million. In particular:

Revenue generated from Singapore increased by 99.2% to $21.9 million from $11.0 million. – Revenue generated from Hong Kong SAR increased by 130.5% to $14.4 million from $6.2 million. – Revenue generated from Japan increased by 253.2% to $2.0 million from $0.6 million.

— Gross profit increased by 10.2% to $36.3 million from $32.9 million.

— Accounts receivable turnover period improved to 92 days, down from 111 days.

— Total number of clients from IT services segment increased by 6.3% to 319 from 300.

— Total number of employees increased by 6.3% to 3,534 from 3,325.

Mr.Raymond Lin, Chief Executive Officer ofCLPS, commented, “The past fiscal year demonstrated meaningful progress in building a more resilient and diversified business model. A key achievement was the significant reduction in client concentration risk, evidenced by the strategic push for global expansion which yielded substantial results. Overseas revenue grew 90.5% to $42.5 million, with the APAC region being a primary driver of this growth. The successful establishment of operations in key regional markets, including Indonesia and Canada, which has begun generating revenue, alongside our presence in Dubai, underscores a strategic pivot towards high-growth international territories. Our expanding global footprint not only contributed to this growth but also positions the Company for a more globally improved revenue stream in the future, mitigating regional economic fluctuations.

Navigating the operational and financial impact of the major client's global restructuring strategy was one of the central challenges of this fiscal year. It required a careful realignment of resources while simultaneously supporting growth from other existing and new clients. In parallel, we made pivotal investments in our future by advancing our proprietary RPA product Nibot, and AI solutions. These technological developments, which moved into real-world applications, represent a critical long-term asset. As we celebrate our 20th anniversary, these investments underscore a commitment to evolving our service offerings beyond our IT consulting services towards higher-value, IP-driven solutions.”

Ms.Rui Yang, Chief Financial Officer ofCLPS, commented, “The fiscal 2025 financial performance reflects a dual reality: achieving robust top-line growth while actively navigating the impact of unforeseen, non-recurring challenges.

Our operations outside Mainland China strongly validated our global expansion strategy, demonstrating impressive growth momentum. Specifically, during this fiscal year, our key international markets in APAC-Singapore, Hong Kong SAR, and Japan-recorded substantial year-over-year growth rates of 99.2%, 130.5%, and 253.2%, respectively. Furthermore, our focus on working capital management yielded positive results, with accounts receivable turnover days improving from 111 days in the previous fiscal year to 92 days.

However, the unexpected restructuring of CSCs in Dalian and Shanghai by our significant client resulted in material one-time severance expenses due to corresponding workforce reduction. This placed inevitable short-term pressure on our net income.

Moving forward, we are proactively addressing this challenge by accelerating the diversification of our revenue streams. For instance, with the market launch of Nibot, and further advancements in AI, we anticipate increased revenue generation from customized IT solutions segment, which will substantially reduce our reliance on any single client. Moreover, CLPS's diversified presence across sectors such as education and tourism, and continuous acquisition of new clients, will further mitigate this risk. We remain deeply committed to maintaining stringent financial discipline while simultaneously supporting initiatives that enhance CLPS's long-term competitive advantage and shareholder value.”

Unaudited Second Half of Fiscal Year 2025 Financial Results

Revenues

In the second half of fiscal 2025, revenues increased by$10.7 million, or 15.0%, to$81.7 million from $71.0 millionin the prior year period. The increase in revenue was mainly due to the increased demand in IT consulting services.

Revenues by Service

— Revenue from IT consulting services increased by $11.4 million, or 16.9%, to $78.7 million in the second half of fiscal 2025, from $67.3 million in the prior year period. Revenue from IT consulting services accounted for 96.3% of total revenue, compared to 94.8% in the prior year period. The increase was due to the increased demand from existing and new clients.

— Revenue from customized IT solution services decreased by $0.1 million, or 4.7%, to $1.8 million in the second half of fiscal 2025, from $1.9 million in the prior year period. Revenue from customized IT solution services accounted for 2.2% of total revenue, compared to 2.7% in the prior year period. The decrease was primarily due to the decreased demand from existing clients. In response, we are actively pursuing new client acquisition and identifying emerging market needs, with an expectation for this segment to resume growth in the next fiscal year.

— Revenue from academic education services decreased by $0.08 million, or 7.8%, to $0.96 million in the second half of fiscal 2025, from $1.04 million in the prior year period. Revenue from academic education services accounted for 1.2% of total revenue, compared to 1.5% in the prior year period. The decrease was primarily attributable to resource integration following the acquisition of the College of Allied Educators (CAE). Looking ahead, we are focused on generating new momentum by launching innovative courses for CAE to boost enrollment and drive segment revenue growth.

— Revenue from other services decreased by $0.5 million, or 71.1%, to $0.2 million in the second half of fiscal 2025, from $0.7 million in the prior year period. Revenue from other services accounted for 0.3% of total revenue, compared to 1.0% in the prior year period. The decrease was primarily due to the decreased demand for other services, including head hunting service.

Revenues by Operational Areas

— Revenue from banking area increased by $1.9 million, or 6.6%, to $30.6 million in the second half of fiscal 2025, from $28.7 million in the prior year period. Revenue from banking area accounted for 37.5% and 40.3% of total revenues in the second half of fiscal 2025 and 2024, respectively.

— Revenue from wealth management area decreased by $3.1 million, or 18.4%, to $13.9 million in the second half of fiscal 2025, from $17.0 million in the prior year period. Revenue from wealth management area accounted for 17.0% and 23.9% of total revenues in the second half of fiscal 2025 and 2024, respectively.

— Revenue frome-Commerce area increased by$4.7 million, or 46.1%, to$14.9 million in the second half of fiscal 2025,from$10.2 millionin the prior year period. Revenue from e-Commerce area accounted for 18.2% and 14.3% of total revenues in the second half of fiscal 2025 and 2024, respectively.

— Revenue from automotive area increased by $4.6 million, or 65.6%, to $11.6 million in the second half of fiscal 2025, from $7.0 million in the prior year period. Revenue from automotive area accounted for 14.3% and 9.9% of total revenues in the second half of fiscal 2025 and 2024, respectively.

Revenues by Geography

— Revenue generated outside of mainland China increased by 77.1% to $23.5 million in the second half of fiscal year 2025, from $13.3 million in the prior year period. The increase was primarily due to strong performance of our operations in Singapore, Hong Kong SAR and Japan, reflecting the Company's successful and continuous implementation of its global expansion strategy.

Gross Profit

Gross profit decreased by$46.5 thousand, or 0.3%, to$17.15 million in the second half of fiscal 2025, from$17.20 millionin the prior year period.

Operating Expenses

Selling and marketing expenses increased by$0.9 million, or 47.5%, to$2.7 million in the second half of fiscal 2025, from$1.8 millionin the prior year period. As a percentage of total revenues, selling and marketing expenses increased to 3.3% in the second half of fiscal 2025, compared to 2.6% in the prior year period. The increase was primarily due to an increase in sales staff to capture business growth opportunities.

Research and development expenses decreased by$1.5 million, or 36.0%, to$2.5 million in the second half of fiscal 2025, from$4.0 millionin the prior year period. As a percentage of total revenues, research and development expenses decreased to 3.1% in the second half of fiscal 2025, compared to 5.6% in the prior year period. The decrease was primarily due to the redeployment of R&D staff to deliver customized IT solutions, resulting in a reclassification of these expenses as cost of revenues.

General and administrative expenses increased by$3.8 million, or 27.3%, to$17.7 million in the second half of fiscal 2025, from$13.9 millionin the prior year period. As a percentage of total revenues, general and administrative expenses increased to 21.7% in the second half of fiscal 2025, compared to 19.6% in the prior year period. This increase was primarily due to the recognition of significant one-time employee severance costs, which were triggered by a major client's global restructuring strategy. After excluding all of the layoff compensation, our general and administrative expenses increased by 0.3% compared to the prior-year period.

Operating Loss

Operating loss was$5.5 million in the second half of fiscal 2025, compared to operating loss of$1.6 millionin the same period of the previous year. Operating margin was -6.8% compared to -2.3% in the prior year period.

Other Income and Expenses

Total other income, net of other expenses was$87.5 thousand in the second half of fiscal 2025, compared to$0.6 million total other income, net of other expensesin the same period of previous year.

Provision (Benefit) for Income Taxes

Provision for income taxes was$0.7 million in the second half of fiscal 2025, compared to a benefitfor income taxes of $0.2 million in the same period of the previous year.

Net Loss and Losses Per Share

Net loss was $6.6 million in the second half of fiscal 2025, compared to a net loss of $0.9 millionin the prior year period.

Non-GAAP net loss[1] was $6.1 million in the second half of fiscal 2025, compared to a Non-GAAP net loss of $0.4 millionin the prior year period.

Net loss attributable to CLPS Incorporation's shareholders was$6.7 million, or$0.24basic and diluted losses per share in the second half of fiscal 2025, compared to a net loss attributable to CLPS Incorporation's shareholders of $0.8 million, or $0.03 basic and diluted losses per share in the second half of fiscal 2024.

Non-GAAP net loss attributable to CLPS Incorporation's shareholders[2] was$6.2 million, or$0.22basic and diluted losses per share in the second half of fiscal 2024, compared to non-GAAP net loss attributable to CLPS Incorporation's shareholders of$0.4 million, or$0.02 basic and diluted losses per share in the second half of fiscal 2024.

Audited Fiscal Year 2025 Financial Results

Revenues

Revenues increased by$21.7 million, or 15.2%, to$164.5 million in the fiscal year 2025, from $142.8 millionin the prior year period. The increase in revenue was mainly due to the increased demand in IT consulting services.

Revenues by Service

— Revenue from IT consulting services increased by $22.0 million, or 16.0%, to $158.8 million in the fiscal year 2025, from $136.8 million in the prior year period. Revenue from IT consulting services accounted for 96.5% of total revenue, compared to 95.8% in the prior year period. The increase was due to the increased demand from existing and new clients.

— Revenue from customized IT solution services decreased by $0.3 million, or 11.6%, to $2.8 million in the fiscal year 2025, from $3.1 million in the prior year period. Revenue from customized IT solution services accounted for 1.7% of total revenue, compared to 2.2% in the prior year period. The decrease was primarily due to the decreased demand from existing clients. In response, we are actively pursuing new client acquisition and identifying emerging market needs, with an expectation for this segment to resume growth in the next fiscal year.

— Revenue from academic education services increased by $1.0 million, or 96.3%, to $2.0 million in the fiscal year 2025, from $1.0 million in the prior year period. Revenue from academic education services accounted for 1.2% of total revenue, compared to 0.7% in the prior year period. The increase was primarily due the full-year consolidation of results from academic education services. As the acquisition of CAE closed in the second half of fiscal 2024, the prior year period only included approximately six months of its operating revenue.

— Revenue from other services decreased by $0.9 million, or 49.7%, to $0.9 million in the fiscal year 2025, from $1.8 million in the prior year period. Revenue from other services accounted for 0.5% of total revenue, compared to 1.2% in the prior year period. The decrease was primarily due to the decreased demand for other services, including software sales.

Revenues by Operational Areas

— Revenue from banking area increased by $6.9 million, or 12.1%, to $64.1 million in the fiscal year 2025, from $57.2 million in the prior year period. Revenue from banking area accounted for 39.0% and 40.0% of total revenues in the fiscal year 2025 and 2024, respectively.

— Revenue from wealth management area decreased by $6.3 million, or 17.8%, to $29.3 million in the fiscal year 2025, from $35.6 million in the prior year period. Revenue from wealth management area accounted for 17.8% and 24.9% of total revenues in the fiscal year 2025 and 2024, respectively.

— Revenue frome-Commerce area increased by$8.6 million, or 40.9%, to$29.8 million in the fiscal year 2025, from$21.2 millionin the prior year period. Revenue from e-Commerce area accounted for 18.1% and 14.8% of total revenues in the fiscal year 2025 and 2024, respectively.

— Revenue from automotive area increased by $6.6 million, or 46.1%, to $20.8 million in the fiscal year 2025, from $14.2 million in the prior year period. Revenue from automotive area accounted for 12.7% and 10.0% of total revenues in the fiscal year 2025 and 2024, respectively.

Revenues by Geography

— Revenue generated outside of mainland China increased by $20.2 million, or 90.5%, to $42.5 million in the fiscal year 2025, from $22.3 million in the prior year period. The increase was due to strong performance of our operations in Singapore, Hong Kong SAR and Japan, reflecting the Company's successful and continuous implementation of its global expansion strategy.

Gross Profit

Gross profit increased by$3.4 million, or 10.2%, to$36.3 million in the fiscal year 2025, from$32.9 millionin the prior year period. The increase was primarily attributed to an increase in total revenue.

Operating Expenses

Selling and marketing expenses increased by$0.6 million, or 13.3%, to$5.2 million in the fiscal year 2025, from$4.6 millionin the prior year period. As a percentage of total revenues, selling and marketing expenses decreased to 3.1% in the fiscal year 2025, compared to 3.2% in the prior year period. The increase was primarily due to an increase in sales staff to capture business growth opportunities.

Research and development expenses decreased by$1.4 million, or 18.7%, to$5.8 million in the fiscal year 2025, from$7.2 millionin the prior year period. As a percentage of total revenues, research and development expenses decreased to 3.5% in the fiscal year 2025, compared to 5.0% in the prior year period. The decrease was primarily due to the redeployment of R&D staff to deliver customized IT solutions, resulting in a reclassification of these expenses as cost of revenues.

General and administrative expenses increased by$6.8 million, or 26.8%, to$31.9 million in the fiscal year 2025, from$25.1 millionin the prior year period. As a percentage of total revenues, general and administrative expenses increased to 19.4% in the fiscal year 2025, compared to 17.6% in the prior year period. This increase was primarily driven by two factors: first, the recognition of significant one-time employee severance costs, which were triggered by a major client's global restructuring strategy. After excluding all of the layoff compensation, our general and administrative expenses increased by 9.8% compared to the prior-year period. Second, the increase reflects necessary operational investments, including the establishment of the China Development Center (CDC) and Global Testing Center (GTC), which were put in place to support and capture the anticipated growth in demand for customized IT solutions services.

Operating Loss

Operating loss was $5.4 million,compared to an operating lossof $2.5 millionin the same period of the previous year. Operating margin was -3.3% in the fiscal year 2025, compared to -1.8% in the prior year period.

Other Income and Expenses

Total other income, net of other expenses was$0.3 million in the fiscal year 2025, compared to$0.7 million total other income, net of other expensesin the prior year period.

Provision for Income Taxes

Provision for income taxes was $0.9 million in the fiscal year 2025, compared to a provision for income taxes of$0.2 million in the same period of the previous year.

Net Loss and (Losses) Earnings Per Share

Net loss was$6.4 million in the fiscal year 2025, compared to a net loss of $1.8 million in the prior year period.

Non-GAAP net loss[1]was$3.8 million in the fiscal year 2025, compared to a non-GAAP net income of $1.3 million in the prior year period.

Net loss attributable to CLPS Incorporation's shareholders was$7.0 million, or$0.26basic and diluted losses per share in the fiscal year 2025, compared to net loss attributable to CLPS Incorporation's shareholders of $2.3 million, or $0.09 basic and diluted losses per share in the fiscal year 2024.

Non-GAAP net loss attributable to CLPS Incorporation's shareholders[2] was$4.5 million, or $0.16 basic and diluted losses per share in the fiscal year 2025, compared to non-GAAP net income attributable to CLPS Incorporation's shareholders of$0.8 million, or $0.03 basic and diluted earnings per share in the fiscal year 2024.

Cash Flow

As ofJune 30, 2025, the Company had cash and cash equivalents of$28.2 millioncompared to$29.1 millionas ofJune 30, 2024.

Net cash used in operating activities was$2.5 millionfor the twelve months endedJune 30, 2025. Net cash used in investing activities was$1.8 million. Net cash provided by financing activities was approximately $2.9 million. The effect of exchange rate change on cash was approximately positive$0.4 million. The Company believes that its current cash position and cash flow from operations are sufficient to meet its anticipated cash needs for at least the next 12 months.

Financial Outlook

Undeterred by the short-term challenges, we remain confident about our long-term business growth. For fiscal year 2026, the Company expects, considering our financial numbers could be affected by the floating exchange rate, and absent material acquisitions or non-recurring transactions, total sales growth in the range of approximately 10% to 15% compared to fiscal year 2025 financial results, and non-GAAP net income in the range of approximately $4.4 million to $5.0 million.

This forecast reflects the Company's current and preliminary views, which are subject to change and to risks and uncertainties, including, but not limited to, those facing the Company's business and operations as identified in its annual report on Form 20-F made with the Securities and Exchange Commission.

Exchange Rate

The balance sheet amounts with the exception of equity as ofJune 30, 2025, were translated at7.1636 RMBto1.00 USDcompared to7.2672 RMBto1.00 USDas ofJune 30, 2024. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the periods endedJune 30, 2025and 2024 were7.2143 RMBto1.00 USDand7.2248 RMBto1.00 USD, respectively. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying change in our business or results of operation.

About CLPS Incorporation

CLPS Incorporation (NASDAQ: CLPS), established in 2005 and headquartered in Hong Kong, is at the forefront of driving digital transformation and optimizing operational efficiency across industries through innovations in artificial intelligence, cloud computing, and big data. Our diverse business lines span sectors including fintech, payment and credit services, e-commerce, education and study abroad programs, and global tourism integrated with transportation services. Operating across 10 countries worldwide, with strategic regional hubs in Shanghai (mainland China), Singapore (Southeast Asia), and California (North America), and supported by subsidiaries in Japan and the UAE, we provide a robust global service network that empowers legacy industries evolve into data-driven, intelligent ecosystems. For further information regarding the Company, please visit:https://ir.clpsglobal.com/,or follow CLPS onFacebook, Instagram,LinkedIn, X (formerly Twitter), and YouTube.

Forward-Looking Statements

Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company's control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All such statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties related to the Company's financial and operational performance in the second half and full year of fiscal 2025, its expectations of the Company's future performance, its preliminary outlook and guidance offered in this presentation, as well as the risks and uncertainties described in the Company's most recently filedSECreports and filings. Such reports are available upon request from the Company, or from theSecurities and Exchange Commission, including through theSEC's Internet website athttp://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

Use of Non-GAAP Financial Measures

The consolidated financial information is prepared in conformity with accounting principles generally accepted inthe United States of America(“U.S.GAAP”), except that the consolidated statement of changes in shareholders' equity, consolidated statements of cash flows, and the detailed notes have not been presented. The Company uses non-GAAP operating income (loss), non-GAAP general and administrative expenses, non-GAAP operating margin, non-GAAP net income (loss) attributable to CLPS Incorporation's shareholders, and basic and diluted non-GAAP earnings (losses) per share, which are non-GAAP financial measures. Non-GAAP operating income (loss) is operating income(loss) excluding share-based compensation expenses and impairment of goodwill. Non-GAAP general and administrative expenses is a non-GAAP financial measure, which is defined as general and administrative expenses excluding share-based compensation expenses. Non-GAAP operating margin is non-GAAP operating income as a percentage of revenues. Non-GAAP net income (loss) attributable to CLPS Incorporation's shareholders is net income (loss) attributable to CLPS Incorporation's shareholders excluding share-based compensation expenses and impairment of goodwill. Basic and diluted non-GAAP earnings (losses) per share is non-GAAP net income (loss) attributable to common shareholders divided by weighted average number of shares used in the calculation of basic and diluted net income per share. The Company believes that separate analysis and exclusion of the non-cash impact of share-based compensation expenses clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better understanding of its operating performance. It uses the non-GAAP financial measure for planning, forecasting and measuring results against the forecast. The Company believes that non-GAAP financial measure is useful supplemental information for investors and analysts to assess its operating performance without the effect of non-cash share-based compensation expenses, which have been and will continue to be significant recurring expenses in its business. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company's net income for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measure in isolation from or as an alternative to the financial measure prepared in accordance withU.S. GAAP.

The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance withU.S.GAAP. The Company encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand its business. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of Non-GAAP and GAAP Results” near the end of this release.

Contact:

CLPS Incorporation Rhon Galicha Investor Relations Office Phone: +86-182-2192-5378 Email:ir@clpsglobal.com

[1] Non-GAAP net loss/income is a non-GAAP financial measure, which is defined as net loss/income excluding share-based compensation expenses. Please refer to the section titled “Reconciliation of Non-GAAP and GAAP Results” for details.[2] Non-GAAP net loss/income attributable to CLPS Incorporation's shareholders is a non-GAAP financial measure, which is defined as net loss/income attributable to CLPS Incorporation's shareholders excluding share-based compensation expenses. Please refer to the section titled “Reconciliation of Non-GAAP and GAAP Results” for details.
CLPS INCORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS(Amounts in U.S. dollars (“$”), except for number of shares) As of June 30, December31, 2025 2024 (Audited) (Unaudited)ASSETSCurrent assets:Cash and cash equivalents 28,173,160 35,626,137Short-term investments 896,949 1,643,691Accounts receivable, net 44,891,161 40,394,147Prepayments, deposits and other assets, net 7,441,565 4,285,476Amounts due from related parties 4,374,595 4,899,451Total Current Assets $ 85,777,430 $ 86,848,902Non-current assets:Property and equipment, net 21,212,463 20,972,905Intangible assets, net 2,055,102 2,067,127Operating lease right-of-use assets 3,407,995 3,430,925Goodwill 1,435,782 1,462,032Long-term investments 1,718,995 692,385Prepayments, deposits and other assets, net 481,761 1,005,886Amounts due from related parties 1,945,960 2,270,249Deferred tax assets, net 73,942 666,720Total Assets $ 118,109,430 $ 119,417,131LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilities:Bank loans $ 30,217,329 $ 27,949,778Accounts payable 2,515,207 1,548,917Accrued expenses and other current liabilities 260,880 397,767Tax payables 2,463,706 1,906,938Contract liabilities 2,470,135 3,015,923Salaries and benefits payable 14,062,007 13,285,958Operating lease liabilities 2,348,195 1,853,798Amount due to related parties 21,884 20,324Total Current Liabilities $ 54,359,343 $ 49,979,403Non-current liabilities:Operating lease liabilities 1,301,369 1,846,777Deferred tax liabilities 251,812 354,649Unrecognized tax benefit 3,715,163 3,696,355Other non-current liabilities 896,747 880,076TOTAL LIABILITIES $ 60,524,434 $ 56,757,260Commitments and ContingenciesShareholders' EquityCommon stock, $0.0001 par value, 100,000,000 shares 2,799 2,799authorized; 27,988,452 shares issued and outstanding as of June 30,2025;27,986,235 shares issued and outstanding as of December 31,2024Additional paid-in capital 60,177,851 59,815,077Statutory reserves 5,853,445 5,761,656Accumulated deficit (7,401,803) (650,193)Accumulated other comprehensive losses (3,095,507) (4,238,666)Total CLPS Incorporation's Shareholders' Equity 55,536,785 60,690,673Noncontrolling Interests 2,048,211 1,969,198Total Shareholders' Equity 57,584,996 62,659,871Total Liabilities and Shareholders' Equity $ 118,109,430 $ 119,417,131
CLPS INCORPORATIONUNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE LOSS(Amounts in U.S. dollars (“$”), except for number of shares) For thesix months ended June 30, 2025 2024Revenue $ 81,703,894 $ 71,038,525Cost of revenue (note 1) (64,553,449) (53,841,552)Gross profit 17,150,445 17,196,973Operating income (expenses):Selling and marketing expenses (note 1) (2,727,725) (1,849,118)Research and development expenses (2,533,678) (3,961,031)General and administrative expenses (note 1) (17,737,124) (13,935,384)Impairment of goodwill (129,270) -Subsidies and other operating income 440,978 926,159Total operating expenses (22,686,819) (18,819,374)Loss from operations (5,536,374) (1,622,401)Other income 652,412 943,448Other expenses (564,956) (358,372)Loss before income tax and share of (loss) income in (5,448,918) (1,037,325)equity investeesProvision (benefit) for income taxes 679,739 (176,838)Loss before share of income in equity investees (6,128,657) (860,487)Share of (loss) income in equity investees, net of tax (480,926) 6,632Net loss (6,609,583) (853,855)Less: Net income (loss) attributable to noncontrolling 50,238 (11,425)interestsNet loss attributable to CLPS Incorporation's $ (6,659,821) $ (842,430)shareholdersOther comprehensive lossForeign currency translation income (loss) $ 1,171,934 $ (1,260,918)Less: Foreign currency translation income (loss) 28,775 (31,951)attributable tononcontrolling interestsOther comprehensive income (loss) attributable to CLPS $ 1,143,159 $ (1,228,967)Incorporation'sshareholdersComprehensive loss attributable toCLPS Incorporation'sshareholders $ (5,516,662) $ (2,071,397)Comprehensive income (loss) attributable to 79,013 (43,376)noncontrolling interestsComprehensive loss $ (5,437,649) $ (2,114,773)Basic losses per common share $ (0.24) $ (0.03)Weighted average number of share outstanding – basic 27,986,798 25,619,294Diluted losses per common share $ (0.24) $ (0.03)Weighted average number of share outstanding – diluted 27,986,798 25,619,294Note:(1) Includes share-based compensation expenses asfollows:Cost of revenues 2,197 5,658Selling and marketing expenses 90,286 82,615General and administrative expenses 269,214 348,850
CLPS INCORPORATIONRECONCILIATION OF NON-GAAP AND GAAP RESULTS- UNAUDITED(Amounts in U.S. dollars (“$”), except for number of shares) For thesix months ended June 30, 2025 2024Cost of revenue $ (64,553,449) $ (53,841,552)Less: share-based compensation expenses (2,197) (5,658)Non-GAAP cost of revenue $ (64,551,252) $ (53,835,894)Selling and marketing expenses $ (2,727,725) $ (1,849,118)Less: share-based compensation expenses (90,286) (82,615)Non-GAAP selling and marketing expenses $ (2,637,439) $ (1,766,503)General and administrative expenses $ (17,737,124) $ (13,935,384)Less: share-based compensation expenses (269,214) (348,850)Non-GAAP general and administrative $ (17,467,910) $ (13,586,534)expensesLoss from operations $ (5,536,374) $ (1,622,401)Add: share-based compensation expenses and 490,967 437,123impairment of goodwillNon-GAAP loss from operations $ (5,045,407) $ (1,185,278)Operating margin (6.8%) (2.3%)Add: share-based compensation expenses and 0.6% 0.6%impairment of goodwillNon-GAAP operating margin (6.2%) (1.7%)Net loss $ (6,609,583) $ (853,855)Add: share-based compensation expenses and 490,967 437,123impairment of goodwillNon-GAAP net loss $ (6,118,616) $ (416,732)Net loss attributable to CLPS Incorporation's $ (6,659,821) $ (842,430)shareholdersAdd: share-based compensation expenses and 490,967 437,123impairment of goodwillNon-GAAP net loss attributable to CLPS (6,168,854) (405,307)Incorporation's shareholders $ $Weighted average number of share 27,986,798 25,619,294outstanding used in computingGAAP and non-GAAP basic earningsGAAP basic losses per common share $ (0.24) $ (0.03)Add: share-based compensation expenses and 0.02 0.01impairment of goodwillNon-GAAP basic lossesper common share $ (0.22) $ (0.02)Weighted average number of share 27,986,798 25,619,294outstanding used in computingGAAP dilutedlosses and non-GAAP diluted lossesGAAP diluted losses per common share $ (0.24) $ (0.03)Add: share-based compensation expenses and 0.02 0.01impairment of goodwillNon-GAAP diluted lossesper common $ (0.22) $ (0.02)share
CLPS INCORPORATIONAUDITED CONSOLIDATED BALANCE SHEETS(Amounts in U.S. dollars (“$”), except for number of shares) As of June 30, 2025 2024ASSETSCurrent assets:Cash and cash equivalents $ 28,173,160 $ 29,116,431Restricted cash – 24,081Short-term investments 896,949 2,100,000Accounts receivable, net 44,891,161 38,779,209Prepayments, deposits and other assets, net 7,441,565 4,497,578Amounts due from related parties 4,374,595 3,559,109Total Current Assets 85,777,430 78,076,408Non-current assets:Property and equipment, net 21,212,463 21,168,524Intangible assets, net 2,055,102 2,254,372Goodwill 1,435,782 1,473,899Operating lease right-of-use assets 3,407,995 2,776,858Long-term investments 1,718,995 613,807Prepayments, deposits and other assets, net 481,761 594,603Amounts due from related parties 1,945,960 2,374,298Deferred tax assets, net 73,942 697,047Total Assets $ 118,109,430 $ 110,029,816LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilitiesBank loans $ 30,217,329 $ 23,232,856Accounts payable 2,515,207 949,137Accrued expenses and other current liabilities 260,880 799,495Tax payables 2,463,706 2,351,615Contract liabilities 2,470,135 1,139,001Salaries and benefits payable 14,062,007 9,941,541Operating lease liabilities 2,348,195 1,361,928Amounts due to related party 21,884 20,230Total Current Liabilities 54,359,343 39,795,803Non-current liabilitiesOperating lease liabilities 1,301,369 1,638,243Unrecognized tax benefits 3,715,163 3,413,850Deferred tax liabilities 251,812 378,344Other non-current liabilities 896,747 883,963Total Liabilities 60,524,434 46,110,203Commitments and ContingenciesShareholders' EquityCommon shares, $0.0001 par value, 100,000,000 shares 2,799 2,564authorized; 27,988,452 shares issued and outstanding as ofJune 30, 2025; 25,640,056 shares issued and outstanding asof June 30, 2024Additional paid-in capital 60,177,851 61,351,200Statutory reserves 5,853,445 5,553,104Accumulated deficit (7,401,803) (51,728)Accumulated other comprehensive losses (3,095,507) (4,345,902)Total CLPS Incorporation's Shareholders' Equity 55,536,785 62,509,238Noncontrolling Interests 2,048,211 1,410,375Total Shareholders' Equity 57,584,996 63,919,613Total Liabilities and Shareholders' Equity $ 118,109,430 $ 110,029,816
CLPS INCORPORATIONAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVELOSS(Amounts in U.S. dollars (“$”), except for number of shares) For the years ended June 30, 2025 2024Revenue from third parties $ 164,229,721 $ 142,725,554Revenue from related party 251,693 87,172Cost of revenue from third parties (note 1) (127,987,226) (109,795,857)Cost of revenue from related party (188,770) (69,738)Gross profit 36,305,418 32,947,131Operating income (expenses):Selling and marketing expenses (note 1) (5,180,682) (4,573,344)Research and development expenses (5,815,555) (7,155,949)General and administrative expenses (note 1) (31,852,179) (25,120,010)Impairment of goodwill (129,270) -Subsidies and other operating income 1,294,964 1,363,757Total operating expenses (41,682,722) (35,485,546)Loss from operations (5,377,304) (2,538,415)Other income 1,237,678 1,251,465Other expenses (935,988) (556,415)Loss before income tax and share of (loss) income in (5,075,614) (1,843,365)equity investeesProvision for income taxes 947,529 160,725Loss before share of (loss) income in equity (6,023,143) (2,004,090)investeesShare of (loss) income in equity investees, net of tax (403,421) 156,780Net loss (6,426,564) (1,847,310)Less: Net income attributable to noncontrolling 623,170 482,655interestsNet lossattributable to CLPS Incorporation's $ (7,049,734) $ (2,329,965)shareholdersOther comprehensive income (loss)Foreign currency translation income (loss) $ 1,265,061 $ (355,386)Less: Foreign currency translation income (loss) 14,666 (78)attributable to noncontrolling interestsOther comprehensive income (loss) attributable to $ 1,250,395 $ (355,308)CLPS Incorporation'sshareholdersComprehensive lossattributable toCLPS Incorporation'sshareholders $ (5,799,339) $ (2,685,273)Comprehensive income attributable to noncontrolling 637,836 482,577interestsComprehensive loss $ (5,161,503) $ (2,202,696)Basic losses per common share $ (0.26) $ (0.09)Weighted average number of share outstanding – 27,533,182 25,213,012basicDiluted losses per common share $ (0.26) $ (0.09)Weighted average number of share outstanding – 27,533,182 25,213,012dilutedNote:(1) Includes share-based compensation expenses 7,503 11,467as follows:Cost of revenuesSelling and marketing expenses 179,938 275,562General and administrative expenses 2,280,469 2,880,987
CLPS INCORPORATIONRECONCILIATION OF NON-GAAP AND GAAP RESULTS- UNAUDITED(Amounts in U.S. dollars (“$”), except for number of shares) For theyears ended June 30, 2025 2024Cost of revenue $ (128,175,996) $ (109,865,595)Less: share-based compensation expenses (7,503) (11,467)Non-GAAP cost of revenue $ (128,168,493) $ (109,854,128)Selling and marketing expenses $ (5,180,682) $ (4,573,344)Less: share-based compensation expenses (179,938) (275,562)Non-GAAP selling and marketing expenses $ (5,000,744) $ (4,297,782)General and administrative expenses $ (31,852,179) $ (25,120,010)Less: share-based compensation expenses (2,280,469) (2,880,987)Non-GAAP general and administrative $ (29,571,710) $ (22,239,023)expensesOperating loss $ (5,377,304) $ (2,538,415)Add: share-based compensation expenses and 2,597,180 3,168,016impairment of goodwillNon-GAAP operating (loss) income $ (2,780,124) $ 629,601Operating margin (3.3%) (1.8%)Add: share-based compensation expenses and 1.6% 2.2%impairment of goodwillNon-GAAP operating margin (1.7%) 0.4%Net loss $ (6,426,564) $ (1,847,310)Add: share-based compensation expenses and 2,597,180 3,168,016impairment of goodwillNon-GAAP net (loss) income $ (3,829,384) $ 1,320,706Net loss attributable to CLPS Incorporation's $ (7,049,734) $ (2,329,965)shareholdersAdd: share-based compensation expenses and 2,597,180 3,168,016impairment of goodwillNon-GAAP net (loss) income attributable to $ (4,452,554) $ 838,051CLPS Incorporation's shareholdersWeighted average number of share outstanding 27,533,182 25,213,012used in computingGAAP and non-GAAP basic(losses) earningsGAAP basic losses per common share $ (0.26) $ (0.09)Add: share-based compensation expenses and 0.10 0.12impairment of goodwillNon-GAAP basic (losses) earnings per $ (0.16) $ 0.03common shareWeighted average number of share outstanding 27,533,182 25,213,012used in computingGAAP diluted losses and non-GAAP diluted (losses) earningsGAAP diluted losses per common share $ (0.26) $ (0.09)Add: share-based compensation expenses and 0.10 0.12impairment of goodwillNon-GAAP diluted (losses) earnings per $ (0.16) $ 0.03common share

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