Solowin Holdings, Ltd 6-K, filed Dec 31, 2024
Solowin Holdings, Ltd. (AXG)
About this 6-K
Solowin Holdings, Ltd filed this 6-K on December 31, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of, December 2024
Commission File Number 001-41776
(Translation of registrant’s name into English)
Room 1910-1912A, Tower 3, China Hong Kong City
33 Canton Road, Tsim Sha Tsui, Kowloon
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
SOLOWIN HOLDINGS (the “Company”) is furnishing this Form 6-K to provide the unaudited interim condensed consolidated financial statements for the six months ended September 30, 2024 and 2023 and incorporate such financial statements into the Company’s registration statements referenced below.
This Form 6-K, including the Exhibit 99.1 is hereby incorporated by reference into the registration statements of the Company on Form S-8 (File No. 333-275337) and Form F-3 (File No. 333-282552) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
FORWARD-LOOKING INFORMATION
This Form 6-K contains forward-looking statements and information relating to us that are based on the current beliefs, expectations, assumptions, estimates and projections of our management regarding our company and industry. When used in this report, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: our goals and strategies, our future business development, financial condition and results of operations, expected changes in our revenue, costs or expenditure, our expectations regarding demand for and market acceptance of our products and services, competition in our industry, government policies and regulations relating to our industry, and other risks and uncertainties which are generally set forth under the heading, Item 3.D. “Risk Factors” and elsewhere in our Annual Report on Form 20-F filed on July 26, 2024 (the “Annual Report”). Should any of these risks or uncertainties materialize, or should the underlying assumptions about our business and the markets in which we operate prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in this report.
All forward-looking statements included herein attributable to us or other parties or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
1
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Unaudited Interim Condensed Consolidated Financial Statements as of September 30, 2024 and for the six months ended September 30, 2024 and 2023 | |
| 99.2 | Operating and Financial Review and Prospects in Connection with the Unaudited Interim Condensed Consolidated Financial Statements for the six months ended September 30, 2024 | |
| 99.3 | Press Release dated December 31, 2024 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 31, 2024 | SOLOWIN HOLDINGS | |
| By: | /s/ Shing Tak Tam | |
| Shing Tak Tam | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
SOLOWIN HOLDINGS
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2024 AND MARCH 31, 2024
(Amount in U.S. dollars and in thousands, except for share and per share data, or otherwise noted)
| As of September 30, | As of March 31, | |||||||
| 2024 | 2024 | |||||||
| $’000 | $’000 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Cash segregated for regulatory purpose | ||||||||
| Receivables from: | ||||||||
| Customers, net of allowance for expected credit losses of $ | ||||||||
| Customers - related parties, net of allowance for expected credit losses of $ | ||||||||
| Brokers-dealers and clearing organizations, net of allowance for expected credit losses of $ | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Amount due from related parties | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Investment in an associate | ||||||||
| Long-term investments, net | ||||||||
| Property and equipment, net | ||||||||
| Operating right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Refundable deposits | ||||||||
| Prepaid expenses, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Payables to customers | ||||||||
| Payables to clearing organizations | ||||||||
| Accruals and other current liabilities | ||||||||
| Contract liabilities | ||||||||
| Income taxes payable | ||||||||
| Operating lease liabilities - current | ||||||||
| Amount due to a director | ||||||||
| Amount due to a related party | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary shares (US$ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated losses | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (losses) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-1
SOLOWIN HOLDINGS
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF (LOSS) INCOME AND
COMPREHENSIVE (LOSS) INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Amount in U.S. dollars and in thousands, except for share and per share data, or otherwise noted)
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Revenues | ||||||||
| Securities brokerage commissions and handling income | ||||||||
| Investment advisory fees | ||||||||
| Corporate consultancy service income | ||||||||
| Asset management income - related parties | ||||||||
| Virtual assets transaction income | ||||||||
| Interest income | ||||||||
| Referral income | ||||||||
| Total revenues | ||||||||
| Expenses | ||||||||
| Marketing and promotion expenses | ||||||||
| Commission and handling expenses | ||||||||
| Professional fee | ||||||||
| Information technology expenses | ||||||||
| Office expenses | ||||||||
| (Reversal of) provision for expected credit losses | ( | ) | ||||||
| Employee benefits expenses | ||||||||
| Referral fee | ||||||||
| Share of results of an associate | ||||||||
Impairment loss of long-term investments | ||||||||
| General and administrative expenses | ||||||||
| Total expenses | ||||||||
| Other income | ||||||||
| Interest income | ||||||||
| Other income | ||||||||
| Total other income | ||||||||
| (Loss) income before income tax expense | ( | ) | ||||||
| Income tax expense | ||||||||
| Net (loss) income | ( | ) | ||||||
| Other comprehensive income | ||||||||
| Foreign currency translation adjustment | ||||||||
| Total comprehensive (loss) income | ( | ) | ||||||
| Basic and diluted net (loss) income per share | ( | ) | ||||||
| Weighted average number of shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
SOLOWIN HOLDINGS
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Amount in U.S. dollars and in thousands, except for share and per share data, or otherwise noted)
| Ordinary shares | Additional | Accumulated other | ||||||||||||||||||||||
| Number of shares | Amount | paid-in capital | Accumulated losses | comprehensive losses | Total equity | |||||||||||||||||||
| $’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||||||
| Balance as of April 1, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Issuance of ordinary shares through public offering, net | * | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Balance as of September 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Ordinary shares | Additional | Accumulated other | ||||||||||||||||||||||
| Number of shares | Amount | paid-in capital | Accumulated losses | comprehensive (losses) income | Total equity | |||||||||||||||||||
| $’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||||||
| Balance as of April 1, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Share based compensations | ||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of September 30, 2024 | ( | ) | ||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
SOLOWIN HOLDINGS
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Amount in U.S. dollars and in thousands, except for share and per share data, or otherwise noted)
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | ( | ) | ||||||
| Adjustment to reconcile net (loss) income to cash used in operating activities: | ||||||||
| Amortization of intangible assets | ||||||||
| Depreciation of property and equipment | ||||||||
| (Reversal of) provision for expected credit losses | ( | ) | ||||||
| Share based compensations | ||||||||
| Share of results of an associate | ||||||||
| Impairment loss of long-term investments | ||||||||
| Interest income from loan to a third party | ( | ) | ||||||
| Change in operating assets and liabilities: | - | |||||||
| Change in receivables from customers | ||||||||
| Change in receivables from brokers-dealers and clearing organizations | ( | ) | ( | ) | ||||
| Change in refundable deposits | ( | ) | ||||||
| Change in prepaid expenses and other current assets | ( | ) | ||||||
| Change in amount due from a director | ||||||||
| Change in payables to customers | ( | ) | ||||||
| Change in payables to clearing organizations | ||||||||
| Change in accruals and other current liabilities | ( | ) | ||||||
| Change in contract liabilities | ||||||||
| Change in income taxes payable | ||||||||
| Change in operating lease liabilities | ( | ) | ||||||
| Cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities | ||||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of long-term investments, net | ( | ) | ||||||
| Repayment of loan from a third party | ||||||||
| Cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Net proceeds from initial public offering (“IPO”) | ||||||||
| Payment for IPO costs | ( | ) | ||||||
| Advance from related parties | ||||||||
| Advance from a director | ||||||||
| Cash provided by financing activities | ||||||||
| Net change in cash, cash equivalents and cash segregated for regulatory purpose | ||||||||
| Cash, cash equivalents and cash segregated
for regulatory purpose at beginning of the period | ||||||||
| Cash, cash equivalents
and cash segregated for regulatory purpose at the end of the period | ||||||||
| Supplementary cash flows information | ||||||||
| Cash received from interest | ||||||||
| Income tax expense paid | ||||||||
| As of September 30, | As of September 30, | |||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Reconciliation to amounts on interim condensed consolidated balance sheets: | ||||||||
| Cash and cash equivalents | ||||||||
| Cash segregated for regulatory purpose | ||||||||
| Total cash, cash equivalents and cash segregated for regulatory purpose | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Solowin Holdings (collectively the “Company”) is a company incorporated in Cayman Islands with limited liability on July 23, 2021. The Company is an investment holding company.
Solomon JFZ (Asia) Holdings Limited (“SJFZ”) was incorporated on July 25, 2016. SJFZ is a limited liability corporation licensed with the Hong Kong Securities and Futures Commission (“HKSFC”) to carry out regulated activities including Type 1 (Dealing in Securities), Type 4 (Advising on Securities), Type 6 (Advising on Corporate Finance) and Type 9 (Asset Management).
On December 4, 2023, as a part of the strategic expansion into the private wealth management business, the Company formed a new wholly owned subsidiary, Solomon Private Wealth Limited (“SPW”), under the laws of Hong Kong.
The Company together with its subsidiaries (collectively the “Group”) are primarily engaged in providing investment banking services, wealth management services, asset management services and virtual assets services in Hong Kong.
| Percentage of effective ownership | ||||||||||||||
| Name | Date of incorporation | September 30, 2024 | March 31, 2023 | Place of incorporation | Principal activities | |||||||||
| Solowin Holdings | ||||||||||||||
| Solomon JFZ (Asia) Holdings Limited | % | % | ||||||||||||
| Solomon Private Wealth Limited | % | % | ||||||||||||
Initial Public Offering
On September 6, 2023, the Company announced the
closing of its IPO of
F-5
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission.
The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete consolidated financial statements. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of September 30, 2024, and results of operations and cash flows for the six months ended September 30, 2024 and 2023. The audited consolidated balance sheet as of March 31, 2024 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended March 31, 2024 and 2023, and related notes included in the Company’s audited consolidated financial statements.
Principles of consolidation
The unaudited interim condensed consolidated financial statements include the unaudited financial statements of the Company and its subsidiaries. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates
The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to allowance for expected credit losses, useful lives and impairment for investment in an associate, long-term investments, property and equipment and intangible assets, fair value of financial instruments, share based compensations and contingencies. Actual results could vary from the estimates and assumptions that were used.
Foreign currency translation and transaction and convenience translation
The accompanying unaudited interim condensed
consolidated financial statements are presented in United States dollars (“$”). The functional currency of the Company is
$ and the functional currency of the Company’s subsidiaries is the Hong Kong Dollars (“HKD”). The Company’s assets
and liabilities are translated into $ from HKD at period/year-end exchange rates. Its revenues and expenses are translated at the average
exchange rate during the period.
As
of 2024 | As
of 2024 | |||||||
| Period/year-end spot rate | ||||||||
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Average rate | ||||||||
F-6
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont)
Fair value measurement
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:
| ● | Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. |
| ● | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| ● | Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Based on the short-term nature of cash and cash equivalents, cash segregated for regulatory purpose, receivables from customers, brokers-dealers and clearing organizations, other current assets, amounts due from (to) related parties, payables to customers and clearing organizations, accruals and other current liabilities has determined that the carrying value approximates their fair values. The carrying amounts of operating lease liabilities approximate their fair values since they bear an interest rate which approximates market interest rates.
Related parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Cash and cash equivalents
Cash and cash equivalents consist of deposits with banks and all highly liquid investments, with maturities of three months or less. The Company’s cash is held at well capitalized financial institutions, but they are not Federal Deposit Insurance Corporation (“FDIC”) insured. The Company maintains its cash in bank deposit accounts which at times may exceed insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk on cash and cash equivalents.
Cash segregated for regulatory purpose
The balance of cash segregated for regulatory purpose represents the bank balance that the Company held on behalf of customers. The Company maintains segregated bank accounts with authorized institutions to hold customers’ monies arising from its normal course of business. The Company’s cash segregated for regulatory purpose is held at well capitalized financial institutions, but they are not FDIC insured. The segregated customers account balance is restricted for customer transactions and governed by the Securities and Futures (Client Money) Rule under the Hong Kong Securities and Futures Ordinance. The Company has classified such segregated customers’ account balances as cash segregated for regulatory purpose and recognized the corresponding accounts payable to the respective customers under the liabilities section. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk on cash segregated for regulatory purpose.
F-7
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont)
Receivables from customers, broker-dealers, and clearing organizations
Receivables from customers arise from (i) the business of dealing in investment securities and virtual assets for cash and margin customers; (ii) investment advisory business; (iii) corporate consultancy business; and (iv) asset management business.
Receivables from broker-dealers and clearing organizations arise from the business of investment securities and virtual assets. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days.
The balance of receivables from customers related to the Company’s customer in (i) trading activities; (ii) rendering the investment advisory services; (iii) rendering the corporate consultancy services; and (iv) rendering the asset management services.
In evaluating the collectability of receivables balances, the Company considers specific evidence including the aging of the receivable, the customers’ payment history, its current creditworthiness, its underlying equity securities secured and current economic trends.
The receivables from customers, broker-dealers and clearing organizations, such as Hong Kong Exchanges and Clearing Limited (“HKEx”), are viewed as past due or delinquent based on how recently payments have been received. The Company has contractual rights to receive cash on demand from customers, broker-dealers and clearing organizations. As of September 30, 2024 and March 31, 2024, no receivables from customers and broker-dealers are past due or delinquent based on the repayment history of customers and broker-dealers. As of September 30, 2024 and March 31, 2024, no receivables from clearing organizations are past due or delinquent as the receivables are normally being settled within two days after the trade execution.
The Company regularly reviews the adequacy and
appropriateness of the allowance for expected credit losses. The receivables are written off after all collection efforts have ceased.
The receivables from customers related to trading activities are secured in the form of underlying equity securities. The Company is
entitled to dispose of such collateral held on behalf of the customers for the purpose of settling any liability owed. The Company applies
the practical expedient based on collateral maintenance provisions under ASC 326, Financial Instruments – Credit Losses, in estimating
an allowance for credit losses for receivables from customers. In accordance with the practical expedient, when the Company reasonably
expects that borrowers (or counterparties, as applicable) will replenish the collateral as required, there is no expectation of credit
losses when the collateral’s fair value is greater than the amortized cost of the financial asset. If the amortized cost exceeds
the fair value of collateral, then credit losses are estimated only on the unsecured portion. As of September 30, 2024 and March 31,
2024, the allowance for expected credit losses on receivables from customers were $
Prepaid expenses and other current assets, net
Prepayments and other current assets consist of cash advanced to suppliers for purchasing goods or services that have not been received or provided to the Company and prepayments to professional parties and marketing companies. Cash advanced to suppliers is refundable and bears no interest. Prepayments are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and reviewed periodically to determine whether their carrying value has become impaired.
F-8
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont)
Refundable deposit
As a clearing member firm of HKEx, the Company is exposed to clearing member credit risk.
HKEx requires member firms to deposit cash to a clearing fund. If a clearing member defaults in its obligations to clearing organizations in an amount larger than its own margin and clearing fund deposits, the shortfall is absorbed pro rata from the deposits of the other clearing members. HKEx has the authority to assess their members for additional funds if the clearing fund is depleted. A large clearing member default could result in a substantial cost if the Company is required to pay such additional funds.
Rental deposits represent security payments made to lessors for the Company’s lease agreements entered. The Company made such security payments upon the commencement of the original lease agreements. The security deposit will be refunded to the Company upon the termination or expiration of the lease agreements as well as the delivery of the vacant leased properties to the lessors by the Company.
Loan receivables
Loan receivables are recognized when the Company, as a lender, provides the loan to borrowers as per the loan agreement. Loan receivables are initially measured at the amount of the loan provided. Subsequent to initial recognition, loan receivables are measured at amortized cost using the effective interest method, which includes the recognition of interest income less any allowance for expected credit losses.
As of September 30, 2024 and March 31, 2024,
the allowance for expected credit losses on loan receivables were and $
Investment in an associate
An associate is an entity over which the Company
has significant influence, but not control or joint control, over the financial and operating policies of the entity. Significant influence
is presumed to exist when the Company holds
On acquisition of the investment, any excess of the cost of the investment over the Company’s share of the net fair value of the investee’s identifiable assets and liabilities represents goodwill and is included in the carrying amount of the investment. Any excess of the Company’s share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment is included as income in the determination of the Company’s share of the associate’s profit or loss in the period in which the investment is acquired.
Under the equity method, the investment in an associate is carried at cost plus post-acquisition changes in the Company’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment separately.
After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in its associate. At each reporting date, the Company determines whether there is objective evidence that the investment in an associate is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognizes the loss within “Share of results of an associate” in the unaudited interim condensed consolidated statements of (loss) income and comprehensive (loss) income.
Long-term investments
In accordance with Financial Accounting Standards Board (“FASB”) ASC 321, “Investment-Equity Securities,” the Company accounts for non-marketable securities on a prospective basis. Equity investments that do not have readily determinable fair values and do not qualify for the net asset value practical expedient are eligible for the measurement alternative.
The Company elected to record equity investments without readily determinable fair values using the measurement alternative at cost, less impairment, adjusted for subsequent observable price changes on a nonrecurring basis, and report changes in the carrying value of the equity investments in current earnings. Changes in the carrying value of the equity investments are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer.
F-9
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont)
Long-term investments (Cont)
Pursuant to ASC 321, for those equity investments that the Company
elects to use the measurement alternative, the Company makes a qualitative assessment of whether the investment is impaired at each reporting
date. If a qualitative assessment indicates that the investment is impaired, the Company estimates the investment’s fair value in
accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the Company recognizes
an impairment loss equal to the difference between the carrying value and fair value. For the six months ended September 30, 2024 and
2023, the Company recognized impairment loss of long-term investments of $
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. The cost of an item of property and equipment comprises its purchase price and any directly attributable costs of bringing the item to its present working condition and location for its intended use. Expenditure incurred after the item has been put into operation, such as repairs and maintenance and overhaul costs, is normally charged to the unaudited interim condensed consolidated statements of (loss) income and comprehensive (loss) income in the period in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the item, the expenditure is capitalized as an additional cost of the item.
| Furniture and fixtures | |
| Office equipment | |
| Computer equipment | |
| Leasehold improvements |
An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the unaudited interim condensed consolidated statements of (loss) income and comprehensive (loss) income in the period the asset is derecognized.
Intangible assets, net
Intangible assets are originally recognized at
cost. The useful lives of intangible assets are assessed to be either finite or indefinite. The Company’s intangible assets consist
of the trading platform system and eligibility rights to trade on or through HKEx. The trading platform system is considered by the management
as having a finite useful life of
F-10
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont)
Impairment of long-lived assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the six months ended September 30, 2024 and 2023.
Payables to customers
Payables to customers arise from the business of dealing in investment securities and virtual assets. Payables to customers represent payables related to the Company’s customer trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to cover the positions taken by its customers, clearing house payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers.
Contract liabilities
Contract liabilities arise from corporate consultancy services. The Company is entitled to receive an upfront payment upon signing the financial advisory contract as contract liabilities. These payments are non-refundable and contract liabilities will be recognized as revenue in future periods when the Company completes its performance obligations based on the point in time either (a) when the deliverables, in the form of reports are delivered based on the specific terms of the contract; or (b) lapse of the financial advisory contract.
Commitments and contingencies
In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes 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. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter. There were no material commitments or contingencies as of September 30, 2024 and March 31, 2024.
Revenue recognition
In May 2014, the FASB issued Topic 606, “Revenue from Contracts with Customers”. This topic clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. Simultaneously, this topic supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The Company currently generates its revenue from the following main sources:
Investment banking services
Revenue from investment banking services is generated through corporate consultancy service income.
Corporate consultancy income generated by acting as advisers (a) to customers, including but not limited to listed companies or companies planning for IPO, advising on the terms and structures of the proposed corporate transactions, or the relevant implications and compliance matters under the Hong Kong regulatory framework for listed companies; market research, strategic analysis, and other advisory services to support customers in developing new business areas or enhancing existing operations, in return for consultancy service income.
F-11
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont)
Revenue recognition (Cont)
The Company enters into a distinct contract with its customers for the provision of corporate consultancy services. The scope of work under consultancy services can vary from project to project and generally involves a series of tasks which are interrelated and are not separable or distinct as the Company’s customers cannot benefit from any standalone task. Therefore, the entire transaction prices of consultancy services are generally allocated to a single performance obligation.
The transaction price might be variable even when the stated price in the contract is fixed because the Company may be entitled to upfront payment only when the contract is lapsed before completion of consultancy services. Payment is typically made in installments, with an upfront payment received upon signing the contract and subsequent payments made based on the completion of specific service stages as outlined in the contract between the Company and the customer. The transaction price and payment terms are stated in the contract for each individual engagement.
Corporate consultancy service income received from customers is non-refundable, and the Company is entitled to receive upfront payment upon signing the contract. Revenue from upfront payment and other installments is recognized based on the point in time either (a) when the deliverables, in the form of reports are delivered based on the specific terms of the contract; or (b) lapse of the consultancy service contract.
There were no contract asset balances as of September
30, 2024 and March 31, 2024. As of September 30, 2024 and March 31, 2024, the contract liability balances were $
Wealth management services
Revenue from wealth management services is primarily derived from securities brokerage commission and handling income and investment advisory income.
Securities brokerage commission income generated by provision of securities brokerage services of executing trades to customers, who are individual customers or brokers, and is recognized at a point in time (trade date) when the performance obligation has been satisfied by the completion of trades and the risks and rewards of ownership have been transferred to/from the customer. The Company acts as an agent. The transaction price is a variable consideration as the price is determined by a fixed percentage of transaction amounts. Commission fees are directly charged from the customer’s account when the transactions are executed.
Handling income generated from providing services such as settlement (clearing) of securities, new share subscription services in relation to IPOs and dividend collection, to individual customers or brokers. Securities settlement service income is recognized at a point in time when the transactions are completed. The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. New share subscription handling income is recognized at the time when the performance obligation has been satisfied by successfully submitting the IPO subscription to banks on behalf of customers. New share subscription handling income is fixed per IPO subscription order and no variable consideration in the transaction. Dividend collection handling income is recognized at the time when the performance obligation has been satisfied by receiving dividends by the Company on behalf of customers. When the Company receives the cash dividend distributed by the stocks on behalf of customers, the net dividend will be distributed and deposited into the account of the customers, after deducting the dividend collection handling fees. Dividend collection handling income is charged at a fixed percentage of dividend collected and therefore the transaction price is a variable consideration as the price is determined to be a fixed percentage of dividend amount. The Company acts as an agent and handling income is directly charged from the customer’s account when the transactions are executed.
Investment advisory income is recognized when the relevant advice has been provided or the relevant services have been rendered. The Company enters into a distinct contract with its customers as a principal for the provision of investment advisory services. The Company provides customers with global economic information, industry analysis, investment recommendations and portfolio allocation strategies. The Company concludes that each monthly investment advisory service is both (1) distinct and (2) it meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. Therefore, the Company concludes that the monthly investment advisory services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. There is no variable consideration in the transaction price. Accordingly, based on the output methods, the Company recognizes revenues from investment advisory services on a monthly basis when it satisfies its performance obligations throughout the contract terms. The Company issues invoices to customers quarterly and the contractual payment terms are typically due no more than 30 days from invoicing.
F-12
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont)
Revenue recognition (Cont)
Asset management services
Revenue from asset management is primarily in connection with (i) services as an investment manager or an advisor from funds or investments; and (ii) fund subscription services to customers. The Company rendered management services to individual customers as a principal, which are recorded over the period of service provided. Asset management service fee is charged by the Company to funds monthly and collected directly out of custodial accounts. The Company acts as a principal to provide asset management services directly to individual customers. The services include market research, asset allocation, equity selection, regular portfolio oversight, risk reassessment and rebalancing as needed. The Company charges customers management fees at a fixed percentage of asset value under management in accordance with the agreement. The fee is due and paid within the specified terms of payment. The transaction price is a variable consideration as the price is determined to be a fixed percentage of asset value.
Performance fees are accounted for when the return on assets under management, over a given period established in each fund’s private memorandum, exceeds certain return benchmarks or other performance benchmarks, depending on each fund’s private memorandum. Performance fees are calculated on an annual basis. Performance fees are a form of variable consideration. The Company recognizes these fees at a point in time when the associated performance obligations are satisfied, the related uncertainties are resolved, the likelihood of a claw-back or reversal is improbable and the likely amount of the transaction prices can be estimated without significant chance of reversal, indicating a high probability of economic benefits and cash inflow to the Company.
Subscription fees charged to fund subscriber for subscription of funds are recognized at a point in time when participating share is successfully subscribed. The Company acts as an agent between funds and fund subscribers to provide fund subscription services and charges a fund subscription fee at a fixed rate with reference to the size of the subscription amount to fund subscribers through funds when the subscription of funds is completed, and typically due in no more than 30 days from invoicing. The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount.
Virtual assets services
The Company provides virtual asset trading services by executing buy and sell orders for digital assets (e.g., Bitcoin, Ethereum) to both individual and institutional customers. The Company’s performance obligation is fulfilled when it completes each trade order, transferring control of the virtual asset to or from the customer. Revenue is recognized at a point in time on the trade date, as this is when the Company has satisfied its distinct performance obligation by executing the trade. The Company acts as an agent as the risks and rewards remain with the customer. Transaction fees for trading are variable and based on a fixed percentage of the transaction amount. Fees are charged directly to the customer’s account upon execution of each trade.
The Company acts as a participating dealer for certain virtual asset spot ETFs, each in-kind or in-cash subscription or redemption represents a distinct performance obligation, fulfilled when the subscription or redemption process is completed. Revenue is recognized at a point in time, specifically upon the completion of each subscription or redemption transaction. The Company acts as an agent in these transactions, arranging the exchange on behalf of the client and ETF providers. Fees for subscription and redemption services are considered variable and are calculated as a fixed percentage of the transaction amount. Fees are charged directly to the customer’s account upon completion of each transaction.
Interest income
The Company earns interest income primarily from its rolling cash balance accounts or IPO financing offered by the Company to customers in relation to the securities brokerage services. Revenue is recognized over the period that the rolling cash balance account or IPO financing are outstanding. The Company offers rolling cash balance account or IPO financing to individual customers as a principal. Interest income is directly charged at a fixed percentage over the financing amount from the customer’s account when customers repay the balance account or principal amount of IPO financing. The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount.
Referral income
Referral income generated by provision of referral services by acting as agent to corporate customers or brokers. The Company refers investors to corporate customers or brokers and earns referral income. The Company enters into a distinct referral agreement with corporate customers or brokers for the provision of referral services. The referral service is distinct and is identified as one performance obligation. The transaction price is a variable consideration as the consideration is determined to be a fixed percentage of subscription amount in the transaction, either IPO or fund raised in other fundraising activities. Revenue from providing referral services to customers is recognized at a point in time when the transaction and the performance is completed, which is generally at the completion of an IPO or fundraising activities.
Other income
Interest income is mainly generated from loan to third party, savings and time deposits which are less than one year, and is recognized on an accrual basis using the effective interest method. Interest income receives from banks on a monthly basis.
F-13
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont)
Commission and handling expenses
Commission and handling expenses for executing and/or clearing transactions are accrued on a trade-date basis and are expensed as incurred.
General and administrative expenses
General and administrative expenses mainly consist of lease expense, office supplies and upkeep expenses, and other miscellaneous administrative expenses.
Leasing
The Company is a lessee of non-cancellable operating leases for offices. The Company determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease’s commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate based on the information available at the lease commencement date. The Company generally uses the base, non-cancellable lease term in calculating the right-of-use (“ROU”) assets and lease liabilities.
The Company may recognize the lease payments in the unaudited interim condensed consolidated statements of (loss) income and comprehensive (loss) income on a straight-line basis over the lease terms and variable lease payments in the periods in which the obligations for those payments are incurred, if any. The lease payments under the lease arrangements are fixed.
The Company did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate.
The Company evaluates the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the six months ended September 30, 2024 and 2023, the Company did not have any impairment loss against its operating lease right-of-use assets.
Employee benefits
All salaried employees of the Company in
Hong Kong are enrolled in a Mandatory Provident Fund Scheme (“MPF scheme”) under the Hong Kong Mandatory Provident Fund
Schemes Ordinance, within
Income taxes
The Company accounts for income taxes in accordance with the U.S. GAAP. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes.
The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
F-14
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont)
Income taxes (Cont)
Deferred tax is accounted for using the balance
sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities
in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that
taxable income to be utilized with prior net operating loss carried forwards. Deferred tax is calculated using tax rates that are expected
to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement,
except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current
income taxes are provided for in accordance with the laws of the relevant taxing authorities. For the six months ended September 30,
2024 and 2023, there were temporary differences of $
An uncertain tax position is recognized as a
benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized
is the largest amount of tax benefit that is greater than
(Loss) earnings per share
The Company computes net (loss) earnings per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net (loss) earnings per share (“EPS”) on the face of the unaudited interim condensed consolidated statements of (loss) income and comprehensive (loss) income. Basic EPS is computed by dividing income available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, options, and restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had no potentially dilutive securities as of September 30, 2024 and 2023.
Share based compensations
The Company follows the provisions of ASC 718, “Compensation - Stock Compensation,” which establishes the accounting for employee share-based awards. For employee share-based awards, share based compensations cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight-line basis over the requisite service period for the entire award.
Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
New accounting standards not yet adopted
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the unaudited interim condensed consolidated financial statements. Management is evaluating the impact on the Company’s unaudited interim condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its unaudited interim condensed consolidated financial statements and disclosures.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheet, statements of (loss) income and comprehensive (loss) income and statements of cash flows.
F-15
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. SEGMENT INFORMATION
| Segments | Business Activities | ||
| Investment banking services | - | ||
| - | |||
| Wealth management services | - | ||
| - | |||
| Asset management services | - | ||
| Virtual assets services | - | ||
Segments were identified based on the Company’s internal reporting and how the chief operating decision maker (“CODM”) assesses the performance of the business. All assets of the Company are located in Hong Kong and all revenues are all generated in Hong Kong.
Six months ended September 30, 2024
| Investment banking services segment | Wealth management services segment | Asset management services segment | Virtual assets services segment | Corporate | Total | |||||||||||||||||||
| $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |||||||||||||||||||
| Revenues- excluding interest income | ||||||||||||||||||||||||
| Revenues- interest income | ||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||
| Marketing and promotion expenses | ( | ) | ( | ) | ||||||||||||||||||||
| Commission and handling expenses | ( | ) | ( | ) | ||||||||||||||||||||
| Reversal of (provision for) expected credit losses | ( | ) | ||||||||||||||||||||||
| Employee benefits expenses | ( | ) | ( | ) | ||||||||||||||||||||
| Referral fee | ( | ) | ( | ) | ||||||||||||||||||||
| Share of results of an associate | ( | ) | ( | ) | ||||||||||||||||||||
| Impairment loss of long-term investments | ( | ) | ( | ) | ||||||||||||||||||||
| Depreciation of property and equipment | ( | ) | ( | ) | ||||||||||||||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ||||||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Total expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||
| Total other income | ||||||||||||||||||||||||
| Income (loss) before income tax expense | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Total assets | ||||||||||||||||||||||||
| Total liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Net assets | ( | ) | ||||||||||||||||||||||
F-16
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. SEGMENT INFORMATION (Cont)
| Investment banking services segment | Wealth management services segment | Asset management services segment | Corporate | Total | ||||||||||||||||
| $’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||
| Revenues- excluding interest income | ||||||||||||||||||||
| Revenues- interest income | ||||||||||||||||||||
| Total revenues | ||||||||||||||||||||
| Marketing and promotion expenses | ( | ) | ( | ) | ||||||||||||||||
| Commission and handling expenses | ( | ) | ( | ) | ||||||||||||||||
| Provision for allowance for expected credit losses | ( | ) | ( | ) | ||||||||||||||||
| Employee benefits expenses | ( | ) | ( | ) | ||||||||||||||||
| Depreciation of property and equipment | ( | ) | ( | ) | ||||||||||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Total expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Income (loss) before income tax expense | ( | ) | ||||||||||||||||||
| Total assets | ||||||||||||||||||||
| Total liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net assets (liabilities) | ( | ) | ||||||||||||||||||
F-17
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. INVESTMENT IN AN ASSOCIATE
On March 5, 2024, the Company (as the buyer)
entered into a membership interest purchase agreement with Cambria Capital, LLC (“Cambria Capital”), a Utah limited liability
company and broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”), and Cambria Asset Management,
Inc., a Nevada corporation, the sole owner of the Cambria Capital. Pursuant to the agreement, the Company will purchase
The parties have closed the acquisition of the
As
of 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Beginning balance | ||||||||
| Cost of acquisition | ||||||||
| Share of results of an associate | ( | ) | ( | ) | ||||
| Ending balance | ||||||||
As
of 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Current assets | ||||||||
| Non-current assets | ||||||||
| Current liabilities | ( | ) | ( | ) | ||||
| Net assets of the associate | ||||||||
| Revenue | ||||||||
| Loss for the period / year | ( | ) | ( | ) | ||||
As
of | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Net assets | ||||||||
| Group’s equity interest | % | % | ||||||
| Group share of net assets | ||||||||
| Goodwill | ||||||||
| Carrying value | ||||||||
F-18
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. LONG-TERM INVESTMENTS, NET
| Ownership interest | As
of 2024 | |||||||
| % | $’000 | |||||||
| Non-marketable equity securities: | ||||||||
| Investment A | % | |||||||
| Investment B | % | |||||||
| Investment C | % | |||||||
| Net carrying value | ||||||||
| * |
The Company does not have significant influence over the equity investments. Since such investment does not have readily determinable fair values, the Company elected to account for the investments by using alternative measurement. The long-term investments, net are reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.
On May 28, 2024, the Company entered into a share
purchase agreement with certain shareholder of Investment A, which wholly owns a virtual assets investment manager in Hong Kong. Pursuant
to which, the Company acquired
On August 2, 2024, the Company entered into a
share subscription agreement to subscribe
On September 13, 2024, SPW acquired
As
of 2024 | ||||
| $’000 | ||||
| Beginning balance | ||||
| Additions | ||||
| Impairment loss of long-term investment – Investment A | ( | ) | ||
| Foreign exchange translation effect | ||||
| Ending balance | ||||
As of September 30, 2024, cumulative unrealized
impairment of $
For the six months ended September 30, 2024, impairment loss of long-term
investments of $
6. PROPERTY AND EQUIPMENT, NET
As
of 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Leasehold improvement | ||||||||
| Computers equipment | ||||||||
| Furniture and fixtures | ||||||||
| Office equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | ||||||||
Depreciation expense for the six months ended
September 30, 2024 and 2023, was $
F-19
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7. OPERATING LEASES
The Company is a lessee of non-cancellable operating
leases for corporate office in Hong Kong.
As
of 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Operating lease ROU assets | ||||||||
As
of 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Operating lease liabilities | ||||||||
| Current portion | ||||||||
| Non-current portion | ||||||||
| Total | ||||||||
As
of | As of March 31, 2024 | |||||||
| Operating leases: | ||||||||
| Weighted average remaining lease term (years) | ||||||||
| Weighted average discount rate | % | % | ||||||
During the six months ended September 30, 2024
and 2023, the Company incurred lease expense of approximately $
| Operating leases | ||||
| $’000 | ||||
| Period ending September 30, 2025 | ||||
| Period ending September 30, 2026 | ||||
| Total undiscounted operating lease obligations | ||||
| Less: imputed interest | ( | ) | ||
| Operating lease liabilities recognized in the interim condensed consolidated balance sheet | ||||
8. INTANGIBLE ASSETS, NET
As
of 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Trading rights | ||||||||
| Trading platform system | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | ||||||||
Amortization expenses for the six months ended
September 30, 2024 and 2023, was $
F-20
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. RECEIVABLES FROM CUSTOMERS AND BROKER-DEALERS AND CLEARING ORGANIZATION, NET
As
of 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Receivables from: | ||||||||
| Customers | ||||||||
| Brokers-dealers and clearing organizations | ||||||||
| Sub-total | ||||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Total | ||||||||
As of September 30, 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Beginning balance | ||||||||
| Additions | ||||||||
| Reversal | ( | ) | ||||||
| Write-offs | ( | ) | ||||||
| Ending balance | ||||||||
10. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET
As of September 30, 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Current | ||||||||
| Prepaid professional fee (note a) | ||||||||
| Prepaid information technology expenses | ||||||||
| Prepaid office expenses | ||||||||
| Prepaid marketing expenses (note b) | ||||||||
| Others | ||||||||
| Total prepaid expenses and other current assets, net - current | ||||||||
| Non-current | ||||||||
| Prepaid professional fee (note a) | ||||||||
| Total prepaid expenses, net - non-current | ||||||||
Note:
| (a) |
| (b) |
F-21
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. LOAN RECEIVABLES, NET
As of September 30, 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Loan to a third party | ||||||||
| Less: allowance for expected credit losses | ( | ) | ||||||
| Total | ||||||||
On October 18, 2023, the Company (as the
lender) entered into a loan agreement with a Hong Kong company (as the borrower), which is an independent third party of the
Company, pursuant to which the Company agreed to provide a 1-year loan of HKD
Interest income for the loan receivables for
the six months ended September 30, 2024 and 2023 was $
As of September 30, 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Beginning balance | ||||||||
| Additions | ||||||||
| Reversal | ( | ) | ||||||
| Ending balance | ||||||||
12. ACCRUALS AND OTHER CURRENT LIABILITIES
As
of 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Accrued payroll and welfare expenses | ||||||||
| Accrued professional fee | ||||||||
| Accrued referral fee | ||||||||
| Other accruals and payables | ||||||||
| Total | ||||||||
F-22
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13. SHAREHOLDERS’ EQUITY
Initial public offering
On September 6, 2023, the Company announced the
closing of its IPO of
Share-based payments
The Company has adopted an equity incentive plan on November 6, 2023, pursuant to which the Company is authorized to grant equity awards in the form of incentive share options, nonstatutory share options, restricted shares, restricted share units and share appreciation rights to employees, directors, and consultants of the Company or any affiliates of the Company.
On November 7, 2023, the Company approved to
grant equity awards of
On April 8 2024, the Company approved to grant
equity awards of
14. DISAGGREGATED REVENUE
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Investment banking services | ||||||||
| Corporate consultancy income | ||||||||
| Wealth management services | ||||||||
| Securities brokerage commission income | ||||||||
| Securities brokerage handling income | ||||||||
| Total wealth management services income | ||||||||
| Asset management services | ||||||||
| Fund subscription fee – related parties | ||||||||
| Virtual assets services | ||||||||
| Virtual assets trading income | ||||||||
| Virtual assets subscription / redemption income | ||||||||
| Total virtual assets services income | ||||||||
| Other services | ||||||||
| Referral income | ||||||||
| Total revenues recognized at a point in time | ||||||||
F-23
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14. DISAGGREGATED REVENUE (Cont)
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Interest income | ||||||||
| Other securities brokerage financing | ||||||||
| Wealth management services | ||||||||
| Investment advisory income | ||||||||
| Asset management services | ||||||||
| Management fee income – related parties | ||||||||
| Performance fee income – related parties | ||||||||
| Total asset management services income | ||||||||
| Total revenues recognized over a period of time | ||||||||
15. EMPLOYEE BENEFITS EXPENSES
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Salaries and other short-term employee benefits | ||||||||
| Payments to defined contribution pension schemes | ||||||||
| Share based compensations | ||||||||
| Total | ||||||||
16. INCOME TAX
Cayman Islands
Under the current and applicable laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
Hong Kong
SJFZ is incorporated in Hong Kong and is subject
to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant
Hong Kong tax laws. For the six months ended September 30, 2024 and 2023, Hong Kong profits tax is calculated in accordance with the
two-tiered profits tax rates regime. The applicable tax rate for the first HKD
F-24
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
16. INCOME TAX (Cont)
Hong Kong (Cont)
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Hong Kong | ( | ) | ||||||
| Cayman Islands | ( | ) | ( | ) | ||||
| (Loss) income before income tax expense | ( | ) | ||||||
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| (Loss) income before income tax expense | ( | ) | ||||||
| Tax at Hong Kong statutory tax rate of | ( | ) | ||||||
| Effect of tax-exempt for the Company incorporated in Cayman Islands | ||||||||
| Tax effect on non-assessable income | ( | ) | ||||||
| Tax effect on non-deductible expenses | ||||||||
| Tax effect on deductible temporary differences | ( | ) | ||||||
| Tax effect on tax losses not recognized | ||||||||
| Tax effect of utilization of tax losses previously not recognized | ( | ) | ||||||
| Tax concession | ( | ) | ||||||
| Income tax expense | ||||||||
As of 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Deferred tax assets, net: | ||||||||
| Net operating loss carryforwards | ||||||||
| Less: valuation allowance | ( | ) | ||||||
| Deferred tax assets, net | ||||||||
As of 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| Beginning balance | ||||||||
| Tax losses recognized | ||||||||
| Operating loss utilized | ( | ) | ||||||
| Ending balance | ||||||||
The Group had $
F-25
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
17. RELATED PARTY TRANSACTIONS AND BALANCES
| Name | Relationship with the Company | |
| Grow World LPF (note) | ||
| Grow World II LPF | ||
| Solomon Capital Fund SPC | ||
| Mr. Lok | ||
| Ms. Yao | ||
| Mr. Shing Tak Tam (“Mr. Tam”) |
Note:
As of August 2, 2024, Grow World LPF is no longer a related party to the Company, following a transfer of the Grow World LPF's ownership to a third party. Additionally, the Company ceased to be Grow World LPF's investment manager on August 6, 2024 and no income was recognized since August 6, 2024.
| For the six months ended September 30, | ||||||||||
| Name | Nature | 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||||
| Grow World LPF | Asset management income | |||||||||
| Grow World II LPF | Asset management income | |||||||||
| Solomon Capital Fund SPC | Asset management income | |||||||||
| Total asset management income | ||||||||||
| Name | Nature | As of September 30, 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||||
| Grow World LPF | Receivable from customers | - | ||||||||
| Grow World II LPF | Receivable from customers | |||||||||
| Solomon Capital Fund SPC | Receivable from customers | |||||||||
| Total receivable from customers | ||||||||||
| Solomon Capital Fund SPC | Amount due from related parties | |||||||||
| Mr. Lok | Amount due to a director | ( | ) | ( | ) | |||||
| Ms. Yao | Amount due to a related party | ( | ) | ( | ) | |||||
Amounts due from (to) related parties and directors
are unsecured, non-interest bearing and repayable on demand. These balances are non-trade in nature except for $
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Salaries and other short-term employee benefits | ||||||||
| Payments to defined contribution pension schemes | ||||||||
| Total | ||||||||
F-26
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
18. REGULATORY REQUIREMENTS
| Capital requirements as of September 30, 2024 | Minimum regulatory capital requirements | Capital levels maintained | ||||||
| $’000 | $’000 | |||||||
| Solomon JFZ (Asia) Holdings Limited | ||||||||
| Capital requirements as of March 31, 2024 | Minimum regulatory capital requirements | Capital levels maintained | ||||||
| $’000 | $’000 | |||||||
| Solomon JFZ (Asia) Holdings Limited | ||||||||
The Company’s operation subsidiary maintains a capital level greater than the minimum regulatory capital requirements and it is in compliance with the minimum regulatory capital established by the HKSFC.
19. CONCENTRATIONS AND RISKS
Credit risk
Bank balances
The Company believes that there is no significant credit risk associated with cash in Hong Kong, which were held by reputable financial institutions in the jurisdiction where the Company’s Hong Kong subsidiaries is located.
Cash segregated for regulatory purpose is deposited in financial institutions as required by the Hong Kong Securities and Futures Ordinance. These financial institutions are of sound credit ratings and hence management believes that there is no significant credit risk related to cash held for regulatory purpose.
Receivables from customers
The Company’s securities trading activities are transacted on either a cash or margin basis. The Company’s credit risk is limited because substantially all of the contracts entered into are settled directly at securities clearing organizations. In margin transactions, the Company extends credit to customers subject to various regulatory and internal margin requirements, collateralized by cash and securities in the customers’ account. IPO loans are exposed to credit risk from customers who fail to repay the loans upon IPO stock allotment. The Company monitors the customers’ collateral level and has the right to dispose of the newly allotted stocks once the stocks first start trading. No IPO loans are outstanding as of September 30, 2024 and March 31, 2024.
In connection with its clearing activities, the Company is obligated to settle transactions with brokers and other financial institutions even if its customers fail to meet their obligations to the Company. Customers are required to complete their transactions by the settlement date, generally two business days after the trade date. If customers do not fulfil their contractual obligations, the Company may incur losses. The Company has established procedures to reduce this risk by generally requiring customers to deposit sufficient cash and/or securities into their account prior to placing an order.
F-27
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
19. CONCENTRATIONS AND RISKS (Cont)
Other current assets
The Company is exposed to risk from other current assets. These assets are subject to credit evaluations. An allowance, where applicable, is made for estimated unrecoverable amounts that have been determined by reference to past default experience and the current economic environment.
Concentration of credit risk
The Company’s exposure to credit risk associated with its brokerage and other activities is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes.
| For the six months ended September 30, | ||||||||||||||||
| 2024 | 2024 | 2023 | 2023 | |||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Customer A | % | % | ||||||||||||||
| Customer B - a related party | % | % | ||||||||||||||
| Customer C | % | |||||||||||||||
| Customer D | % | |||||||||||||||
| Customer E | % | |||||||||||||||
| As of September 30, 2024 | As of March 31, 2024 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Customer B - a related party | % | % | ||||||||||||||
| Customer A | % | % | ||||||||||||||
| As of September 30, 2024 | As of March 31, 2024 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Customer F | % | % | ||||||||||||||
| Customer G | % | % | ||||||||||||||
| Customer H | % | % | ||||||||||||||
| * | Less than 10% |
The disclosure of customers represents separate and distinct customers and there are no customers listed that also comprise a significant percentage of either the Company’s revenues or receivables or payables for any year or period presented.
Currency risk
Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the financial instruments. The Company is not exposed to significant transactional foreign currency risk since almost all of its transactions, assets and liabilities are denominated in HKD which is the functional currency of the operating subsidiaries.
Market and geographic risk
The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.
20. COMMITMENTS AND CONTINGENCIES
Litigation and contingencies
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition, or operating results.
F-28
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
21. SUBSEQUENT EVENTS
The Company has assessed all events from September 30, 2024, up through December 31, 2024, which is the date of these unaudited interim condensed consolidated financial statements are available to be issued, except as disclosed below, there are no other material subsequent events that require disclosure in these unaudited interim condensed consolidated financial statements.
On November 15, 2024, the Company entered into
a securities purchase agreement with an individual investor, pursuant to which the Company agreed to sell to the investor an aggregate
of
On December 17, 2024, the Company held an extraordinary general meeting
of members, at which the shareholders approved, as a special resolution, the re-designation and re-classification of the Company’s
ordinary shares (the “Re-Designation of Share Capital”) and the adoption of the Second Amended and Restated Memorandum and
Articles of Association of the Company. Pursuant to the Re-Designation of Share Capital, the
22. CONDENSED PARENT ONLY FINANCIAL INFORMATION
The following presents condensed parent company only financial information of Solowin Holdings.
| As of September 30, 2024 | As of March 31, 2024 | |||||||
| $’000 | $’000 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Loan receivables, net of allowance for expected credit losses of and $ | ||||||||
| Amount due from a subsidiary | ||||||||
| Amount due from a director | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Interests in subsidiaries | ||||||||
| Investment in an associate | ||||||||
| Long-term investments, net | ||||||||
| Property and equipment, net | ||||||||
| Operating right-of-use assets, net | ||||||||
| Refundable deposits | ||||||||
| Prepaid expenses, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accruals and other current liabilities | ||||||||
| Operating lease liabilities - current | ||||||||
| Amount due to a director | ||||||||
| Amount due to a related party | ||||||||
| Amount due to a subsidiary | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary shares (US$ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated losses | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
F-29
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
22. CONDENSED PARENT ONLY FINANCIAL INFORMATION (Cont)
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Interest income | ||||||||
| Expenses | ||||||||
| Marketing and promotion expenses | ||||||||
| Professional fee | ||||||||
| Information technology expenses | ||||||||
| Office expenses | ||||||||
| Reversal of provision for expected credit losses | ( | ) | ||||||
| Employee benefits expenses | ||||||||
| Referral fee | ||||||||
| Share of results of an associate | ||||||||
| Impairment loss of long-term investments | ||||||||
| Other general and administrative expenses | ||||||||
| Total expenses | ||||||||
| Loss before income tax expense | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | ( | ) | ( | ) | ||||
F-30
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
22. CONDENSED PARENT ONLY FINANCIAL INFORMATION (Cont)
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustment to reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Reversal of provision for expected credit losses | ( | ) | ||||||
| Share based compensations | ||||||||
| Share of results of an associate | ||||||||
| Impairment loss of long-term investments | ||||||||
| Interest income from loan to a third party | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||
| Change in refundable deposits | ( | ) | ( | ) | ||||
| Change in prepaid expenses and other current assets | ||||||||
| Change in amount due from a subsidiary | ( | ) | ||||||
| Change in accruals and other current liabilities | ||||||||
| Change in operating lease liabilities | ( | ) | ||||||
| Change in amount due to a subsidiary | ||||||||
| Cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment, net | ( | ) | ||||||
| Purchase of long-term investments, net | ( | ) | ||||||
| Repayment of loan from a third party | ||||||||
| Cash provided by investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Net proceeds from IPO | ||||||||
| Advance to a subsidiary | ( | ) | ||||||
| Advance from a director | ||||||||
| Cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | ||||||||
| (i) | Basis of Presentation |
| The Company was incorporated under the laws of the Cayman Islands as an exempted company with limited liability on July 23, 2021 and as a holding company. | |
| The condensed parent company financial information of the Company has been prepared using the same accounting policies as set out in the accompanying unaudited interim condensed consolidated financial statements. |
F-31
SOLOWIN HOLDINGS
NOTES TO THE UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
22. CONDENSED PARENT ONLY FINANCIAL INFORMATION (Cont)
| (ii) | Restricted Net Assets |
| Schedule I of Rule 5-04 of Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed | |
| The condensed parent company financial statements have to be prepared in accordance with Rule 12-04, Schedule I of Regulation S-X if the restricted net assets of the subsidiaries of Solowin Holdings exceed |
As of September 30, 2024 and March 31, 2024, there were no material contingencies, significant provisions of long term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the unaudited interim condensed consolidated financial statements, if any.
F-32
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN
CONNECTION WITH THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 2024
In this report, as used herein, and unless the context otherwise requires, the terms “we,” “our,” “us,” “our company,” the “Company,” and similar references in this prospectus refer to SOLOWIN HOLDINGS, an exempted limited liability company incorporated in the Cayman Islands and its consolidated wholly-owned Hong Kong subsidiaries, Solomon JFZ (Asia) Holdings Limited (“Solomon JFZ”) and Solomon Private Wealth Limited (“Solomon Wealth”). References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States. References to “SEC” are to the Securities and Exchange Commission.
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited interim condensed consolidated financial statements and the related notes included elsewhere in this report on Form 6-K and with the discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 20-F for the fiscal year ended March 31, 2024 filed with the SEC on July 26, 2024 (the “2024 Form 20-F”). The following discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those identified elsewhere in this report on Form 6-K, and those listed in the 2024 Form 20-F under “Item 3. Key Information-D. Risk Factors” or in other parts of the 2024 Form 20-F.
Overview
The Company, through its Hong Kong based subsidiaries, Solomon JFZ and Solomon Wealth, provides comprehensive one-stop financial services and solutions for high-net-worth and institutional investors worldwide. Spanning both traditional and virtual assets, Solowin’s current offerings include investment banking, wealth management, asset management, and web3, tailored to support next generation investors.
Solomon JFZ
Solomon JFZ is one of the few versatile, Chinese investor-focused securities brokerage companies in Hong Kong. The subsidiary provides a broad spectrum of financial services and products, from traditional assets to virtual assets, via its secure and advanced electronic platform. Solomon JFZ’s core offerings include: (i) investment banking; (ii) wealth management; (iii) asset management; and (iv) virtual assets services.
Licensed by the Hong Kong Securities and Futures Commission (“HKSFC”), Solomon JFZ conducts regulated activities including Type 1 (Dealing in Securities), Type 4 (Advising on Securities), Type 6 (Advising on Corporate Finance), and Type 9 (Asset Management). Additionally, Solomon JFZ is a participant in the Hong Kong Stock Exchange (“HKSE”), ensuring robust internal regulation and risk control measures that protect investor assets.
Solomon JFZ also has been approved by HKSFC to offer virtual asset dealing and advisory services under Hong Kong’s new regulatory framework. It is among the first HKSFC-approved participating dealers of in-kind subscription and redemption for spot virtual asset ETFs in Hong Kong.
In addition to securities-related services, Solomon JFZ’s asset management solutions allow high-net-worth (HNW) customers to subscribe for private funds.
Solomon Trading Platform
Solomon JFZ’s trading platform has been supporting over 10,000 listed securities and derivative products across the HKSE, New York Stock Exchange (NYSE), Nasdaq, Shanghai Stock Exchange, and Shenzhen Stock Exchange. Through its trading platform, Solomon JFZ has been providing the following services: (i) Hong Kong IPO underwriting and margin financing, (ii) Hong Kong IPO subscriptions and dark market trading; (iii) wealth management and private funds subscriptions; (iv) trading of virtual assets and virtual asset spot ETFs; and (v) trading of ETFs, warrants, and callable bull/bear contracts.
In July 2024, Solomon JFZ launched the Solomon VA+, an institutional-grade, all-in-one trading app, representing an innovative upgrade from the former one-stop electronic platform, Solomon Win. The app integrates traditional asset trading, virtual asset trading, and wealth management services. Key features include support trading of Bitcoin and Ethereum, in-kind subscription and redemption of ETFs, and a unified platform for professional and retail investors to flexibly allocate financial and virtual assets.
Solomon Wealth
In December 2023, the Company incorporated Solomon Wealth to expand its footprint in private wealth management. Officially launched in March 2024, Solomon Wealth aims to serve HNW individuals, family offices, and trusts with comprehensive wealth management solutions across traditional and virtual asset classes. The subsidiary’s early focus is on client acquisition and establishing a foundation for long-term success through tailored, high-quality services.
The Company’s strategic investments in technology, private wealth management, and web3 position the company to capitalize on emerging opportunities in both traditional and digital financial markets. With a focus on innovation, regulatory compliance, and client-centric services, the Company is committed to delivering long-term value to its stakeholders.
Critical Accounting Policies and Estimates
The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to allowance for expected credit losses, useful lives and impairment for investment in an associate, long-term investments, property and equipment and intangible assets, fair value of financial instruments, share based compensations and contingencies. Actual results could vary from the estimates and assumptions that were used.
Please see Note 2 to our unaudited interim condensed consolidated financial statements included in Exhibit 99.1 to this report on Form 6-K for a summary of significant accounting policies.
Recently Adopted and Issued Accounting Pronouncements
Please see Note 2 to our unaudited interim condensed consolidated financial statements included in Exhibit 99.1 to this report on Form 6-K for a summary of recently adopted and issued accounting pronouncements.
First Six Months of Fiscal Year 2025 Financial Results
Revenue
Revenue decreased by 60% to $1.06 million for the six months ended September 30, 2024, from $2.64 million for the same period of last year. The decrease in revenue was mainly driven by the decrease in revenue from investment advisory services.
| For the six months ended September 30, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| (in thousands) | % of revenue | (in thousands) | % of revenue | |||||||||||||
| Securities brokerage commissions and handling income | $ | 75 | 8 | % | $ | 16 | 1 | % | ||||||||
| Investment advisory fees | 318 | 30 | % | 1,559 | 59 | % | ||||||||||
| Corporate consultancy service income | 237 | 22 | % | - | - | |||||||||||
| Asset management income | 380 | 36 | % | 498 | 18 | % | ||||||||||
| Virtual assets transaction income | 15 | 1 | % | - | - | |||||||||||
| Interest income | 30 | 3 | % | 17 | 1 | % | ||||||||||
| Referral income | - | - | 550 | 21 | % | |||||||||||
| Total | $ | 1,055 | 100 | % | $ | 2,640 | 100 | % | ||||||||
| ● | Revenue from securities brokerage commissions and handling income increased to $75,000 for the six months ended September 30, 2024, from $16,000 for the same period of 2023. The slight increase in commissions earned is due to a higher volume of trading activity in the U.S. market. |
| ● | Revenue from investment advisory fees decreased by $1,241,000, or 80% to $318,000 for the six months ended September 30, 2024, from $1,559,000 for the same period of 2023. The decrease was primarily due to a reduced client base and decrease in value-added services to institutional clients. |
2
| ● | Revenue from corporate consultancy service increased to $237,000 for the six months ended September 30, 2024 and we did not have corporate consultancy service income for the same period of 2023. The increase was primarily driven by the acquisition of new clients and growing interest from corporate clients seeking to list in the U.S. market. |
| ● | Revenue from asset management from related parties decreased by $118,000, or 24% to $380,000 for the six months ended September 30, 2024, from $498,000 for the same period of 2023. The decrease was primarily due to decrease of performance fees derived from Solomon Capital Fund SPC - Solomon Capital SP2, resulting from reduced investor subscriptions and weaker fund performance for the six months ended September 30, 2024. |
| ● | Virtual assets transaction income of $15,000 was first recognized for the six months ended September 30, 2024. The increase is primarily attributable to the launch and growing adoption of the Company’s virtual assets services, including trading of digital assets through Solomon VA+, and subscription and redemption services for the Bitcoin spot ETF and Ethereum spot ETF. |
| ● | Revenue from interest income increased by $13,000, or 76% to $30,000 for the six months ended September 30, 2024, from $17,000 for the same period of 2023. The increase was primarily due to increase in outstanding deposits from the rolling balance cash clients in relation to the securities brokerage services. |
| ● | We did not have referral income for the six months ended September 30, 2024, compared to $550,000 referral income for the same period of 2023. The referral income was generated by referring investors to our corporate customers or brokers for IPO subscriptions in oversea markets. We acted as an agent and earned referral income in a percentage of subscription amount stipulated in the agreement. No such referral activities occurred for the six months ended September 30, 2024. |
Expenses
Expenses increased to $7.35 million for the six months ended September 30, 2024, from $1.30 million for the same period of last year. The increase was mainly due to increase in general and administrative expenses, marketing and promotion expenses and employee benefits expenses for the six months ended September 30, 2024.
| ● | Commission and handling expenses – Commission and handling expenses increased to $18,000 for the six months ended September 30, 2024, from $4,000 for the same period of 2023. The increase was mainly due to more trading activities in US market and was in line with our increase in securities brokerage commissions and handling income. |
| ● | General and administrative expenses – General and administrative expenses increased to $2,016,000 for the six months ended September 30, 2024, from $648,000 for the same period of 2023. Our general and administrative expenses consist primarily of depreciation of property and equipment, amortization of intangible assets, professional fee, information technology expenses, office leases, and general office expenses. Such increase was mainly due to increase in professional and consultation fee in relation to the newly launched virtual assets business and increase in office lease expenses for new office. |
3
| ● | Marketing and promotion expenses – Our marketing and promotion expenses consist primarily of advertising and other promotional activities. Our marketing and promotion expenses increased by $929,000, to $934,000 for the six months ended September 30, 2024, from $5,000 for the six months ended September 30, 2023. This increase includes expenses related to the Hong Kong FinTech Week 2024 and other significant marketing events which were aimed to enhance brand visibility, and promote our services to attract more investors and potential clients. |
| ● | (Reversal of) Provision for Expected Credit Losses – We recorded reversal of provision for expected credit losses of $412,000 for the six months ended September 30, 2024, compared to the provision for expected credit losses of $155,000. This is mainly due to the loan receivables which were previously subject to an allowance for expected credit losses but were fully repaid in July 2024. The reversal also reflects the improved recoverability of the receivables in accordance with our credit loss policy. |
| ● | Employee Benefits Expenses – Our employee benefits expenses increased substantially by $3,875,000, or 788%, to $4,367,000 for the six months ended September 30, 2024, from $492,000 for the six months ended September 30, 2023. This significant increase was mainly due to the implementation of the 2023 Equity Incentive Plan under which 1,980,000 ordinary shares were issued to employees as share rewards and higher staff costs associated with retaining and recruiting employees to support our expanded business operations. |
| ● | Referral fee – For the six months ended September 30, 2024, we incurred referral fee of $139,000 related to our investment banking segment. These expenses were associated with the successful referral of clients for corporate consultancy or financial advisory service. No such referral expenses were recorded during the same period in 2023. |
| ● | Share of Results of an Associate – For the six months ended September 30, 2024, we recorded a share of results of an associate amounting to $27,000. This reflects our equity method accounting for our investment in an associate company. |
| ● | Impairment loss of long-term investments – For the six months ended September 30, 2024, we recorded an impairment loss of $259,000 on one of our long-term investments which does not have a readily determinable fair value. No impairment losses were recorded during the same period in 2023. |
(Loss) Income from Operations
Loss from operations increased to $6.29 million for the six months ended September 30, 2024, as compared to income from operations of $1.34 million for the same period of last year.
Other Income
Other income for the six months ended September 30, 2024 mainly consisted of interest income from loan receivables. No other income was received for the six months ended September 30, 2023.
Net (Loss) Income
Net loss increased to $6.26 million for the six months ended September 30, 2024, as compared to the net income of $1.25 million for the same period of last year.
Basic and Diluted (Loss) Earnings per Share
Basic and diluted loss per share increased to $0.39 for the six months ended September 30, 2024, as compared to earnings per share of $0.10 for the same period of last year.
4
Liquidity and Capital Resources
As of September 30, 2024, cash and cash equivalents increased to $2.46 million, from $2.14 million as of March 31, 2024. To date, we have financed our operations primarily through a combination of net cash flows generated from operations, and equity and debt financings provided by investors and the Company’s major shareholders.
We believe that our current levels of cash and cash flows from operations will be sufficient to meet our anticipated cash needs for our operations and expansion plans for at least the next 12 months. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
Cash Flows for the Six Months Ended September 30, 2024 and 2023
The following table sets forth a summary of our cash flows for the periods presented:
| Six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Net cash provided by (used in) operating activities | $ | 784 | $ | (2,372 | ) | |||
| Net cash provided by (used in) investing activities | $ | 264 | $ | (22 | ) | |||
| Net cash provided by financing activities | $ | 22 | $ | 6,734 | ||||
Operating Activities
Net cash provided by operating activities was $0.78 million for the six months ended September 30, 2024, compared to net cash used in operating activities of $2.37 million for the same period of last year. The decrease of $2.36 million in receivables from customers, the decrease of $0.74 million in prepaid expenses and the increase in payables to customers of $0.57 million, offset by operating loss before working capital changes of $0.30 million, were the primary drivers of the cash provided by operating activities.
Investing Activities
Net cash provided by investing activities was $0.26 million for the six months ended September 30, 2024, mainly consisted of repayment of loan from a third party, offset by the purchase of long-term investments, compared to net cash used in investing activities of $0.02 million for the same period of last year.
Financing Activities
Net cash provided by financing activities decreased to $0.02 million for the six months ended September 30, 2024, representing advance from related parties, compared to $6.73 million for the same period of last year.
5
Exhibit 99.3
SOLOWIN HOLDINGS Reports Unaudited Financial Results for The First Six Months of Fiscal Year 2025
Hong Kong, December 31, 2024 /PRNewswire/ -- SOLOWIN HOLDINGS (“SOLOWIN” or the “Company”, or “we”) (Nasdaq: SWIN), a leading financial services firm providing high-net-worth and institutional investors with solutions across traditional and virtual assets, today announced its unaudited financial results for the first six months of fiscal year 2025 ended September 30, 2024.
Mr. Shing Tak Tam, Chief Executive Officer of SOLOWIN, commented, “Amid macroeconomic headwinds and volatile market conditions in Hong Kong and Mainland China, SOLOWIN reports a decrease in revenue for the first six months of 2025, with a loss per share of $0.39 compared to a EPS of 0.10 for the same period in 2024.
To navigate these challenges, we have taken extensive measures to mitigate negative trends and pursue new breakthroughs and business opportunities. Our ongoing business transformation is driven by advancements in Web3 and the latest Fintech developments, as we expand partnerships with key Web3 industry players such as OSL, China AMC, and Zodia Custody. This collaboration allows us to explore emerging opportunities for sustainable growth, leveraging the rise of artificial intelligence and the expanding adoption of digital assets.
We remain confident in our brand strength, robust strategies, and commitment to long-term, sustainable growth within the financial services industry. Notably, in December 2024, SOLOWIN was shortlisted — alongside industry leaders like China AMC (HK), HSBC, Hang Seng Bank, and Fosun Wealth Holdings — to participate in the Hong Kong Monetary Authority’s (HKMA) Project Ensemble Sandbox. As part of this initiative, SOLOWIN became one of the first-phase testers, initially focusing on the “Fixed Income and Investment Funds” use case for local applications of tokenized currencies and assets.
Looking ahead, we believe our steady yet adaptable strategies, coupled with strong execution, will enable us to navigate uncertainties and seize opportunities, ultimately delivering long-term value to our shareholders.”
First Six Months of Fiscal Year 2025 Financial Results
Revenue
Revenue decreased by 60% to $1.06 million for the six months ended September 30, 2024, from $2.64 million for the same period of last year. The decrease in revenue was mainly driven by the decrease in revenue from investment advisory services.
| For the six months ended September 30, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| (in thousands) | % of revenue | (in thousands) | % of revenue | |||||||||||||
| Securities brokerage commissions and handling income | $ | 75 | 8 | % | $ | 16 | 1 | % | ||||||||
| Investment advisory fees | 318 | 30 | % | 1,559 | 59 | % | ||||||||||
| Corporate consultancy service income | 237 | 22 | % | - | - | |||||||||||
| Asset management income | 380 | 36 | % | 498 | 18 | % | ||||||||||
| Virtual assets transaction income | 15 | 1 | % | - | - | |||||||||||
| Interest income | 30 | 3 | % | 17 | 1 | % | ||||||||||
| Referral income | - | - | 550 | 21 | ||||||||||||
| Total | $ | 1,055 | 100 | % | $ | 2,640 | 100 | % | ||||||||
| ● | Revenue from securities brokerage commissions and handling income increased to $75,000 for the six months ended September 30, 2024, from $16,000 for the same period of 2023. The slight increase in commissions earned is due to a higher volume of trading activity in the U.S. market. |
| ● | Revenue from investment advisory fees decreased by 80% to $318,000 for the six months ended September 30, 2024, from $1,559,000 for the same period of 2023. The decrease was primarily due to a reduced client base and decrease in value-added services to institutional clients. |
| ● | Revenue from corporate consultancy service increased to $237,000 for the six months ended September 30, 2024 and the Company did not have corporate consultancy service income for the same period of 2023. The increase was primarily driven by the acquisition of new clients and growing interest from corporate clients seeking to list in the U.S. market. |
| ● | Revenue from asset management from related parties decreased by 24% to $380,000 for the six months ended September 30, 2024, from $498,000 for the same period of 2023. The decrease was primarily due to decrease of performance fees derived from Solomon Capital Fund SPC - Solomon Capital SP2, resulting from reduced investor subscriptions and weaker fund performance for the six months ended September 30, 2024. |
| ● | Virtual assets transaction income of $15,000 was first recognized for the six months ended September 30, 2024. The increase is primarily attributable to the launch and growing adoption of the Company’s virtual assets services, including trading of digital assets through Solomon VA+, and subscription and redemption services for the Bitcoin spot ETF and Ethereum spot ETF. |
| ● | Revenue from interest income increased by $13,000, or 76% to $30,000 for the six months ended September 30, 2024, from $17,000 for the same period of 2023. The increase was primarily due to increase in outstanding deposits from the rolling balance cash clients in relation to the securities brokerage services. |
| ● | The Company did not have referral income for the six months ended September 30, 2024, compared to $550,000 referral income for the same period of 2023. The referral income was generated by referring investors to our corporate customers or brokers for IPO subscriptions in oversea markets. The Company acted as an agent and earned referral income in a percentage of subscription amount stipulated in the agreement. No such referral activities occurred for the six months ended September 30, 2024. |
Expenses
Expenses increased to $7.35 million for the six months ended September 30, 2024, from $1.30 million for the same period of last year. The increase was mainly due to increase in general and administrative expenses, marketing and promotion expenses and employee benefits expenses for the six months ended September 30, 2024.
| ● | Commission and handling expenses – Commission and handling expenses increased to $18,000 for the six months ended September 30, 2024, from $4,000 for the same period of 2023. The increase was mainly due to more trading activities in US market and was in line with the Company’s increase in securities brokerage commissions and handling income. |
| ● | General and administrative expenses – General and administrative expenses increased to $2,016,000 for the six months ended September 30, 2024, from $648,000 for the same period of 2023. The Company’s general and administrative expenses consist primarily of depreciation of property and equipment, amortization of intangible assets, professional fee, information technology expenses, office leases, and general office expenses. Such increase was mainly due to increase in professional and consultation fee in relation to the newly launched virtual assets business and increase in office lease expenses for new office. |
2
| ● | Marketing and promotion expenses – The Company’s marketing and promotion expenses consist primarily of advertising and other promotional activities. The Company’s marketing and promotion expenses increased by $929,000, to $934,000 for the six months ended September 30, 2024, from $5,000 for the six months ended September 30, 2023. This increase includes expenses related to the Hong Kong FinTech Week 2024 and other significant marketing events which were aimed to enhance brand visibility, and promote the Company’s services to attract more investors and potential clients. |
| ● | (Reversal of) Provision for Expected Credit Losses – The Company recorded reversal of provision for expected credit losses of $412,000 for the six months ended September 30, 2024, compared to the provision for expected credit losses of $155,000. This is mainly due to the loan receivables which were previously subject to an allowance for expected credit losses but were fully repaid in July 2024. The reversal also reflects the improved recoverability of the receivables in accordance with the Company’s credit loss policy. |
| ● | Employee Benefits Expenses – The Company employee benefits expenses increased substantially by $3,875,000, or 788%, to $4,367,000 for the six months ended September 30, 2024, from $492,000 for the six months ended September 30, 2023. This significant increase was mainly due to the implementation of the 2023 Equity Incentive Plan under which 1,980,000 ordinary shares were issued to employees as share rewards and higher staff costs associated with retaining and recruiting employees to support the Company’s expanded business operations. |
| ● | Referral fee – For the six months ended September 30, 2024, the Company incurred referral fee of $139,000 related to the Company’s investment banking segment. These expenses were associated with the successful referral of clients for corporate consultancy or financial advisory service. No such referral expenses were recorded during the same period in 2023. |
| ● | Share of Results of an Associate – For the six months ended September 30, 2024, the Company recorded a share of results of an associate amounting to $27,000. This reflects the Company’s equity method accounting for the Company’s investment in an associate company. |
| ● | Impairment loss of long-term investments – For the six months ended September 30, 2024, the Company recorded an impairment loss of $259,000 on one of the Company’s long-term investments which does not have a readily determinable fair value. No impairment losses were recorded during the same period in 2023. |
(Loss) Income from Operations
Loss from operations increased to $6.29 million for the six months ended September 30, 2024, as compared to income from operations of $1.34 million for the same period of last year.
3
Other Income
Other income for the six months ended September 30, 2024 mainly consisted of interest income from loan receivables. No other income was received for the six months ended September 30, 2023.
Net (Loss) Income
Net loss increased to $6.26 million for the six months ended September 30, 2024, as compared to the net income of $1.25 million for the same period of last year.
Basic and Diluted (Loss) Earnings per Share
Basic and diluted loss per share increased to $0.39 for the six months ended September 30, 2024, as compared to earnings per share of $0.10 for the same period of last year.
Financial Condition
As of September 30, 2024, cash and cash equivalents increased to $2.46 million, from $2.14 million as of March 31, 2024.
Net cash provided by operating activities was $0.78 million for the six months ended September 30, 2024, compared to net cash used in operating activities of $2.37 million for the same period of last year. The decrease of $2.36 million in receivables from customers, the decrease of $0.74 million in prepaid expenses and the increase in payables to customers of $0.57 million, offset by operating loss before working capital changes of $0.30 million, were the primary drivers of the cash provided by operating activities.
Net cash provided by investing activities was $0.26 million for the six months ended September 30, 2024, mainly consisted of repayment of loan from a third party, offset by the purchase of long-term investments, compared to net cash used in investing activities of $0.02 million for the same period of last year.
Net cash provided by financing activities decreased to $0.02 million for the six months ended September 30, 2024, representing advance from related parties, compared to $6.73 million for the same period of last year.
About SOLOWIN HOLDINGS
Solowin Holdings (NASDAQ: SWIN) is a Hong Kong based financial services firm providing comprehensive one-stop financial services and solutions for high-net-worth and institutional investors worldwide. Spanning both traditional and virtual assets, Solowin’s offerings include investment banking, wealth management, asset management, and Web3, tailored to support the next generation of investors. Solowin’s wholly owned subsidiary, Solomon JFZ (Asia) Holdings Limited (“Solomon JFZ”), is one of Hong Kong’s first batch regulated virtual asset service providers. Its advanced electronic platform, Solomon VA+, is Hong Kong’s first all in one app to integrate traditional and virtual asset trading with wealth management services.
For more information, please visit the Company’s website at https://solowin.io or its investor relationship page at https://ir.solowin.io.
4
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. We have attempted to identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other factors discussed in the Company’s filings with the SEC including the “Risk Factors” section of the Company’s most recent Annual Report on Form 20-F as well as in its other reports filed or furnished from time to time with the SEC. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC, which are available for review at www.sec.gov.
For investor and media inquiries please contact:
SOLOWIN HOLDINGS
Investor Relations Department
Email: ir@solomonwin.com.hk
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
5
SOLOWIN HOLDINGS
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2024 AND MARCH 31, 2024
(Amount in U.S. dollars and in thousands, except for share and per share data, or otherwise noted)
| As of September 30, | As of March 31, | |||||||
| 2024 | 2024 | |||||||
| $’000 | $’000 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 2,459 | 2,140 | ||||||
| Cash segregated for regulatory purpose | 5,862 | 5,111 | ||||||
| Receivables from: | ||||||||
| Customers, net of allowance for expected credit losses of $500,000 and $516,000 as of September 30, 2024 and March 31, 2024, respectively | 203 | 2,668 | ||||||
| Customers - related parties, net of allowance for expected credit losses of $66,000 and $59,000 as of September 30, 2024 and March 31, 2024, respectively | 333 | 220 | ||||||
| Brokers-dealers and clearing organizations, net of allowance for expected credit losses of $22,000 and $15,000 as of September 30, 2024 and March 31, 2024, respectively | 865 | 664 | ||||||
| Prepaid expenses and other current assets, net | 731 | 1,392 | ||||||
| Loan receivables, net of allowance for expected credit losses of nil and $410,000 as of September 30, 2024 and March 31, 2024, respectively | - | 574 | ||||||
| Amount due from related parties | 4 | 26 | ||||||
| Total current assets | 10,457 | 12,795 | ||||||
| Non-current assets: | ||||||||
| Investment in an associate | 227 | 254 | ||||||
| Long-term investments, net | 401 | - | ||||||
| Property and equipment, net | 135 | 150 | ||||||
| Operating right-of-use assets, net | 729 | 1,057 | ||||||
| Intangible assets, net | 129 | 77 | ||||||
| Refundable deposits | 631 | 618 | ||||||
| Prepaid expenses, net | 403 | 450 | ||||||
| Total non-current assets | 2,655 | 2,606 | ||||||
| TOTAL ASSETS | 13,112 | 15,401 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Payables to customers | 5,682 | 5,111 | ||||||
| Payables to clearing organizations | 170 | - | ||||||
| Accruals and other current liabilities | 303 | 232 | ||||||
| Contract liabilities | 151 | - | ||||||
| Income taxes payable | 55 | 55 | ||||||
| Operating lease liabilities - current | 534 | 631 | ||||||
| Amount due to a director | 3 | 3 | ||||||
| Amount due to a related party | 6 | 6 | ||||||
| Total current liabilities | 6,904 | 6,038 | ||||||
| Non-current liabilities: | ||||||||
| Operating lease liabilities - non-current | 196 | 439 | ||||||
| Total non-current liabilities | 196 | 439 | ||||||
| TOTAL LIABILITIES | 7,100 | 6,477 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary shares (US$0.0001 par value per share; 1,000,000,000 shares authorized; 15,980,000 and 15,500,000 shares issued and outstanding as of September 30, 2024 and March 31, 2024) | 2 | 1 | ||||||
| Additional paid-in capital | 18,219 | 14,908 | ||||||
| Accumulated losses | (12,239 | ) | (5,984 | ) | ||||
| Accumulated other comprehensive income (losses) | 30 | (1 | ) | |||||
| Total shareholders’ equity | 6,012 | 8,924 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 13,112 | 15,401 | ||||||
6
SOLOWIN HOLDINGS
UNAUDITED
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND
COMPREHENSIVE (LOSS) INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Amount in U.S. dollars and in thousands, except for share and per share data, or otherwise noted)
| For the six months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| $’000 | $’000 | |||||||
| Revenues | ||||||||
| Securities brokerage commissions and handling income | 75 | 16 | ||||||
| Investment advisory fees | 318 | 1,559 | ||||||
| Corporate consultancy service income | 237 | - | ||||||
| Asset management income - related parties | 380 | 498 | ||||||
| Virtual assets transaction income | 15 | - | ||||||
| Interest income | 30 | 17 | ||||||
| Referral income | - | 550 | ||||||
| Total revenues | 1,055 | 2,640 | ||||||
| Expenses | ||||||||
| Marketing and promotion expenses | 934 | 5 | ||||||
| Commission and handling expenses | 18 | 4 | ||||||
| Professional fee | 539 | 180 | ||||||
| Information technology expenses | 309 | 208 | ||||||
| Office expenses | 447 | 113 | ||||||
| (Reversal of) provision for expected credit losses | (412 | ) | 155 | |||||
| Employee benefits expenses | 4,367 | 492 | ||||||
| Referral fee | 139 | - | ||||||
| Share of results of an associate | 27 | - | ||||||
| Impairment loss of long-term investments | 259 | - | ||||||
| General and administrative expenses | 721 | 147 | ||||||
| Total expenses | 7,348 | 1,304 | ||||||
| Other income | ||||||||
| Interest income | 34 | - | ||||||
| Other income | 4 | - | ||||||
| Total other income | 38 | - | ||||||
| (Loss) income before income tax expense | (6,255 | ) | 1,336 | |||||
| Income tax expense | - | 88 | ||||||
| Net (loss) income | (6,255 | ) | 1,248 | |||||
| Other comprehensive income | ||||||||
| Foreign currency translation adjustment | 31 | 10 | ||||||
| Total comprehensive (loss) income | (6,224 | ) | 1,258 | |||||
| Basic and diluted net (loss) income per share | (0.39 | ) | 0.10 | |||||
| Weighted average number of shares outstanding - basic and diluted | 15,961,639 | 12,252,747 | ||||||
7