6-K - PMAX - Equibles

March 31,<br> 2024

September 30,<br> 2024

At beginning of the financial period

Receipt from customers

Revenue recognized during the period

At end of the financial period

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACTOF 1934

For the month of May 2025

Commission File Number 001-42260

Powell Max Limited

(Registrant’s Name)

22/F., Euro Trade Centre13-14 Connaught Road Central,

Hong Kong

(Address of principal executive office)

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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Completion of Acquisition or Dispositionof Assets.

On February 28, 2025, Powell Max Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), completed its previously announced acquisition of Miracle Media Production Limited (the “Target”), pursuant to an Agreement for Sale and Purchase, dated as of February 26, 2025, by and between the Company, Vision Access Enterprises Limited and M Digital Partners Company Limited (the “Acquisition”).

The Target constitutes a “significant business” of which separate target financial statements and related pro forma financial statements of the Target are required under Rule 3-05 and Article 11 of Regulation S-X. This Form 6-K contains the information required thereunder, namely (1) the audited financial statements of the Target as of and for the years ended March 31, 2023 and 2024, the accompanying notes thereto and the related Independent Auditor’s Report, (2) the unaudited condensed financial statements of the Target as of and for the six months ended September 30, 2023 and 2024, the accompanying notes thereto, and (3) the unaudited pro forma condensed combined financial information of the Company and the Target as of and for the year ended December 31, 2024, which are filed as Exhibit 99.1, 99.2 and 99.3, respectively, and incorporated herein by reference.

The pro forma financial information is presented for illustrative purposes only and does not reflect the results of operations or the financial position of the Company that would have resulted had the Acquisition occurred on January 1, 2024, or is not a projection of the results of operations or financial position of the Company for any future date or period.

Financial Statements and Exhibit

Exhibits

The following exhibit is being filed herewith :

Exhibit No.	Description
99.1	Audited financial statements of Miracle Media Production Limited as of and for the years ended March 31, 2023 and 2024, the notes related thereto, and the Report of Independent Registered Public Accounting Firm, WWC, P.C. dated May 2, 2025
99.2	Unaudited<br> condensed financial statements of Miracle Media Production Limited as of March 31, 2024 and September 30, 2024 and for the six<br> months ended September 30, 2023 and 2024, and the notes related thereto
99.3	Unaudited pro forma condensed combined financial information of the Company and Miracle Media Production Limited as of and for the year ended December 31, 2024, and the notes related thereto

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.

POWELL MAX LIMITED
By:	/s/ Tsz Kin Wong
Name:	Tsz Kin Wong
Title:	Chairman of the Board, Executive Director<br><br>and Chief Executive Officer

Date: May 2, 2025

Exhibit 99.1

MIRACLE MEDIA PRODUCTION LIMITED

INDEX TO THE FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Statements of Financial Position as of March 31, 2024 and 2023	F-3
Statements of Profit or Loss and Other Comprehensive Income for the years ended March 31, 2024 and 2023	F-4
Statements of Changes in Equity for the years ended March 31, 2024 and 2023	F-5
Statements of Cash Flows for the years ended March 31, 2024 and 2023	F-6
Notes to the Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To:	The Board of Director and Shareholders of
	Miracle Media Production Limited

Opinion on the Financial Statements

We have audited the accompanying statements of financial position of Miracle Media Production Limited (the “Company”) as of March 31, 2023 and 2024, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows in each of the years for the two-years period ended March 31, 2023 and 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2024, and the results of its operations and its cash flows in each of the years for the two-years period ended March 31, 2023 and 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

PCAOB ID No. 1171

We have served as the Company’s auditor since 2025.

San Mateo, California

May 2, 2025

F-2

MIRACLE MEDIA PRODUCTION LIMITEDSTATEMENTS OF FINANCIAL POSITION

		As of March 31,
	Note	2023		2024
		HK		HK		US
ASSETS
Current assets
Trade and other receivables	4
Cash and bank balances	5
Total current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Other payables	6
Contract liabilities	7
Total current liabilities
Total liabilities
Equity attributable to owners of the Company
Share capital	8
Accumulated losses			)		)		)
Capital reserve	9
Total equity			)
Total liabilities and equity

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

F-3

MIRACLE MEDIA PRODUCTION LIMITEDSTATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

		Year ended March 31,
	Note	2023		2024
		HK		HK		US
Revenue	10
Cost of sales			)		)		)
Gross profit
Other income	11
General and administrative expenses			)		)		)
(Loss)/Profit from operations, representing (loss)/profit before income tax			)
Income tax expense	12
(Loss)/Profit for the year, representing total comprehensive (loss)/income for the year			)

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

F-4

MIRACLE MEDIA PRODUCTION LIMITEDSTATEMENTS OF CHANGES IN EQUITY

	Share capital	Accumulated losses		Capital reserve	Total equity
	HK	HK		HK	HK
Balance at April 1, 2022			)			)
Loss for the year, representing total comprehensive loss for the year			)			)
Balance at March 31, 2023			)			)
Profit for the year, representing total comprehensive income for the year
Waiver of shareholder’s loan
Balance at March 31, 2024			)
Balance at March 31, 2024 (US)			)

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

F-5

MIRACLE MEDIA PRODUCTION LIMITEDSTATEMENTS OF CASH FLOWS

		Year ended March 31,
	Note	2023		2024
		HK		HK		US
Cash flows from operating activities
(Loss)/Profit before income tax			)
Adjustments for:
Bad debts written off
Operating cash flows before working capital changes			)
Changes in working capital:
Change in trade and other receivables			)		)		)
Change in contract liabilities
Change in other payables
Net cash (used in)/generated from operating activities			)
Cash flows from financing activity
Advance from/(Repayment to) the holding company					)		)
Net cash generated from/(used in) financing activity					)		)
Net change in cash and bank balances					)		)
Cash and bank balances at beginning of year
Cash and bank balances at end of year	5

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

F-6

MIRACLE MEDIA PRODUCTION LIMITEDNOTES TO THE FINANCIAL STATEMENTS

1.	Overview

Miracle Media Production Limited (the “Company” or “Miracle Media”) was incorporated in Hong Kong on September 21, 2017. The principal place of business of the Company is 2303, 23/F, The Center, 99 Queen’s Road Central, Central, Hong Kong. The Company is engaged in the provision of printing, translation, production and maintenance services in Hong Kong. There have been no significant changes in the nature of these activities during the years ended March 31, 2023 and 2024.

2.	Material accounting policy information

2.1	Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board under the historical cost convention, except as disclosed in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

The preparation of financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

In the current year, the Company has adopted all the new and revised IFRS that are relevant to its operations and effective for annual periods beginning on or after April 1, 2023. Changes to the Company’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS. The adoption of these new or amended IFRS did not result in substantial changes to the Company’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.

IFRS and Interpretations of IFRS issued but not yet effective

At the date of authorization of these financial statements, certain IFRS were issued but not yet effective. Consequential amendments were also made to various standards as a result of these new/revised standards.

The Company does not intend to early adopt any of the above new/revised standards, interpretations and amendments to the existing standards. Management anticipates that the adoption of the aforementioned revised/new standards will not have a material impact on the financial statements of the Company in the period of their initial adoption.

2.2	Revenue

Revenue from rendering of a distinct service in the ordinary course of business is recognized when the Company satisfies a performance obligation by transferring “control” of a distinct service to the customer. The amount of revenue recognized is the amount of the transaction price allocated to the satisfied performance obligation.

The transaction price is allocated to each performance obligation in the contract on the basis of the relative stand-alone selling prices of the promised distinct service. The individual standalone selling price of a service that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to service with observable stand-alone selling price. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those performance obligations.

F-7

Transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised distinct service. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Company does not receive a separate identifiable benefit from the customer. When consideration is variable, if applicable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.

Specifically, the Company uses a five-step approach to recognize revenue:

●	Step 1: Identify the contract(s) with a client
●	Step 2: Identify the performance obligations in the contract
---	---
●	Step 3: Determine the transaction price
---	---
●	Step 4: Allocate the transaction price to the performance<br>obligations in the contract
---	---
●	Step 5: Recognize revenue when (or as) the Company satisfies<br>a performance obligation
---	---

The Company recognizes revenue when a performance obligation is satisfied, i.e., when the customer obtains control of the distinct service.

Revenue from provision of printing, translation and production services

Printing, translation and production services require the Company’s expertise in typesetting, design, layout, artwork, translation and printing. Revenue for these services is recognized at a point in time upon electronic delivery of the finished deliverable to the customer. No element of financing is deemed present as typical payment terms range from 30 to 60 days from the date of issuance of invoice.

Revenue from supporting and maintenance services

Revenue from supporting and maintenance services comprised of supporting service fee for financial communications services and web hosting and maintenance services is recognized over time as the customer simultaneously receives and consumes the benefits of the Company’s performance over time. Such income is recognized on a straight-line basis over the contract period when the relevant services are rendered. No element of financing is deemed present as typical payment terms range from 30 to 60 days from the date of issuance of invoice.

A contract asset represents the Company’s right to consideration in exchange for services that the Company has transferred to a customer that is not yet unconditional. It is assessed for impairment in accordance with IFRS 9. In contrast, a receivable represents the Company’s unconditional right to consideration, i.e. only the passage of time is required before payment of that consideration is due. A contract liability represents the Company’s obligation to transfer services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer.

2.3	Convenience translation

Translations of amounts in the statements of financial position, statements of profit or loss and other comprehensive income, and statements of cash flows from Hong Kong Dollar (“HK$” or “HKD”) into United States Dollar (“US$” or “USD”) as of and for the year ended March 31, 2024 are solely for the convenience of the reader and were calculated at the noon middle rate of US$1 — HK$7.8259, as published in the H.10 statistical release of the Board of Governors of the Federal Reserve System on March 29, 2024, respectively. No representation is made that the HK$ amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.

2.4	Segment reporting

Operating segment is reported in a manner consistent with the internal reporting provided to the sole director who is responsible for allocating resources and assessing performance of the operating segment.

For the purpose of internal reporting and management’s operation review, the sole director does not segregate the Company’s business by product or service lines. Hence, the Company has only one reportable operating segment. In addition, the Company does not distinguish between markets or segments for the purpose of internal reporting. As the Company’s assets and liabilities are substantially located in Hong Kong, substantially all income is earned and substantially all expenses are incurred in Hong Kong, accordingly, no geographical segments are presented.

F-8

2.5	Financial instruments

Financial assets

Classification and measurement

The Company classifies its financial assets in the following measurement categories:

●	Amortized cost;
●	Fair value through other comprehensive income<br>(“FVOCI”); and
---	---
●	Fair value through profit or loss (“FVPL”).
---	---

The classification depends on the Company’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.

The Company reclassifies debt instruments when and only when its business model for managing those assets changes.

At initial recognition

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

At subsequent measurement

Debt instruments

Debt instruments mainly comprise of cash and bank balances and trade and other receivables.

There are three subsequent measurement categories, depending on the Company’s business model for managing the assets and the cash flow characteristics of the asset:

●	Amortized cost: Debt instruments that are held<br>for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized<br>cost. A gain or loss on a debt instrument that is subsequently measured at amortized cost and is not part of a hedging relationship is<br>recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in interest<br>income using the effective interest rate method.
●	FVOCI: Debt instruments that are held for collection<br>of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are<br>classified as FVOCI. Movements in fair values are recognized in Other Comprehensive Income (“OCI”) and accumulated in fair<br>value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which<br>are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is<br>reclassified from equity to profit or loss and presented in “other gains and losses”. Interest income from these financial<br>assets is recognized using the effective interest rate method and presented in “interest income”.
---	---
●	FVPL: Debt instruments that are held for trading<br>as well as those that do not meet the criteria for classification as amortized cost or FVOCI are classified as FVPL. Movement in fair<br>values and interest income is recognized in profit or loss in the period in which it arises and presented in “other gains and losses”.
---	---

Impairment

The Company recognizes an allowance for expected credit losses (“ECL”) for all debt instruments not held at FVPL. ECL is based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

F-9

ECL is recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECL is provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

For trade receivables, the Company applies a simplified approach in calculating ECL. Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECL at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.

The Company considers a financial asset in default when contractual payments are 365 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade date – the date on which the Company commits to purchase or sell the asset.

A financial asset is derecognized where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognized in other comprehensive income for debt instruments is recognized in profit or loss.

Offsetting of financial instruments

A financial asset and a financial liability shall be offset and the net amount presented in the consolidated statements of financial position when, and only when, an entity (a) currently has a legally enforceable right to set off the recognized amounts; and (b) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Financial liabilities

Initial recognition and measurement

Financial liabilities are recognized when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognized initially at fair value plus in the case of financial liabilities not at FVPL, net of directly attributable transaction costs.

Subsequent measurement

After initial recognition, financial liabilities that are not carried at FVPL are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in profit or loss when the liabilities are derecognized, and through the amortization process.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. On derecognition, the difference between the carrying amounts and the consideration paid is recognized in profit or loss.

2.6	Leases

When the Company is the lessee

At the inception of the contract, the Company assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.

Short-term and low-value leases

The Company has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low-value leases, except for sublease arrangements. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.

F-10

2.7	Income tax

The tax expense for the period comprises current tax and deferred tax. Tax is recognized in the statement of profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the combined financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred income tax is provided on temporary differences arising on investments in subsidiary except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognized on deductible temporary differences arising from investments in subsidiary only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilized.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.8	Trade receivables

A receivable is recognized when the Company has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the Company has an unconditional right to receive consideration, the amount is presented as a contract asset. Trade receivables that do not contain a significant financing component are initially measured at their transaction price. Trade receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortized cost, using the effective interest method and including an allowance for expected credit losses.

2.9	Trade payables

Trade payables and accrual represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.

Trade and other payable are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.

2.10	Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost

F-11

2.11	Employee benefits

Defined contribution plans

The Company operates a defined contribution Mandatory Provident Fund retirement benefits scheme (the “MPF Scheme”) set up pursuant to the Mandatory Provident Fund Schemes Ordinance, for all of its employees in Hong Kong. Contributions are made based on a percentage of the employees’ basic salaries and are charged to the statements of comprehensive income as they become payable in accordance with the rules of the MPF Scheme. The assets of the MPF Scheme are held separately from those of the Company in an independently administrated fund. The Company’s employer contributions vest fully with the employees when contributed to the MPF Scheme, except for the Company’s employer voluntary contributions, which are refunded to the Company when the employee leaves employment prior to vesting fully in the contributions, in accordance with the rules of the MPF Scheme.

The Company has no further payment obligations once the contributions have been paid. The contributions are recognized as an employee benefit expense when they are due and are reduced by contributions forfeited by those employees who leave the scheme prior to vesting fully in the contributions. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

2.12	Cash and bank balances

Cash and bank balances in the statements of financial position comprise cash at bank which are readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

2.13	Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

2.14	Related party

A related party is defined as follows:

(a)	A person or a close member of that person’s family is<br>related to the Company if that person:
(i)	has control or joint control over the Company;
---	---
(ii)	has significant influence over the Company; or
---	---
(iii)	is a member of the key management personnel of the Company<br>or of a parent of the Company.
---	---
(b)	An entity is related to the Company if any of the following<br>conditions applies:
---	---
(i)	The entity and the Company are members of the same Company<br>(which means that each parent, subsidiary and fellow subsidiary is related to the others).
---	---
(ii)	One entity is an associate or joint venture of the other<br>entity (or an associate or joint venture of a member of a Company of which the other entity is a member).
---	---
(iii)	Both entities are joint ventures of the same third party.
---	---
(iv)	One entity is a joint venture of a third entity and the other<br>entity is an associate of the third entity.
---	---
(v)	The entity is a post-employment benefit plan for the benefit<br>of employees of either the Company or an entity related to the Company. If the Company is itself such a plan, the sponsoring employers<br>are also related to the Company.
---	---
(vi)	The entity is controlled or jointly controlled by a person<br>identified in (a).
---	---
(vii)	A person identified in (a) (i) has significant<br>influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
---	---

F-12

3.	Significant accounting judgments and estimates

The preparation of financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and revenues and expenses during the reporting periods.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial years are discussed below.

Deferred taxes

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

Where taxable profits are expected in the foreseeable future, deferred tax assets are recognized on the unutilized tax losses.

4.	Trade and other receivables
	As of March 31,
---	---	---	---
	2023	2024
	HK	HK	US
Trade receivables – third parties
Deposit

All values are in US Dollars.

Trade receivables are unsecured, non-interest bearing and are generally on 30 to 60 days (2023: 30 to 60 days) credit terms.

Trade and other receivables are all denominated in Hong Kong dollar.

5.	Cash and bank balances
	As of March 31,
---	---	---	---
	2023	2024
	HK	HK	US
Cash at bank

All values are in US Dollars.

Cash and bank balances are all denominated in Hong Kong dollar.

6.	Other payables
	As of March 31,
---	---	---	---
	2023	2024
	HK	HK	US
Amount due to holding company
Accruals

All values are in US Dollars.

The amount due to holding company is non-trade in nature, unsecured, non-interest bearing and payable on demand. On March 31, 2024, the outstanding balance due to holding company amounted to HK$4,927,794 (US$629,678) have been unconditionally and irrevocably waived.

Accruals consist of the accrued staff costs and professional fees.

Other payables are all denominated in Hong Kong dollar.

F-13

7.	Contract liabilities

The movement in contract liabilities was as follows:

	As of March 31,
	2023		2024
	HK		HK		US
At beginning of the financial year
Receipt from customers
Revenue recognized during the year		)		)		)
At end of the financial year

All values are in US Dollars.

The contract liabilities primarily related to the Company’s obligation to transfer services to customers for which the Company has received advances from customers for supporting and maintenance services. Contract liabilities are recognized as revenue upon satisfaction of performance obligations for which consideration has been received in advance.

Management expects that the transaction price allocated to remaining unsatisfied (or partially unsatisfied) performance obligations as at March 31, 2023 and 2024 may be recognized as revenue in the next reporting periods as follows:

	March 31, 2024	March 31, 2025
	HK	HK
Unsatisfied and partially unsatisfied performance obligations as at:
March 31, 2024
March 31, 2023

All values are in US Dollars.

8.	Share capital
	Number of shares		Share capital
---	---	---	---	---
			HK	US
Ordinary shares issued and fully paid
Balance at April 1, 2022, March 31, 2023 and 2024		1,000,000

All values are in US Dollars.

The Company was incorporated in Hong Kong on September 21, 2017, with 1,000,000 ordinary shares. The holders of the ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share of the Company.

9.	Capital reserve

Capital reserve is non-distributable and represents the deemed capital injection arising from the waiver of payable to holding company on March 31, 2024.

10.	Revenue
	Year ended March 31,
---	---	---	---
	2023	2024
	HK	HK	US
Point in time:
Printing, translation and production
Over time:
Supporting and maintenance services

All values are in US Dollars.

11.	Other income
	Year ended March 31,
---	---	---	---
	2023	2024
	HK	HK	US
Interest income

All values are in US Dollars.

F-14

12.	Income tax expense
	Year ended March 31,
---	---	---	---
	2023	2024
	HK	HK	US
Current year

All values are in US Dollars.

The following table sets forth the reconciliation from income tax calculated based on the applicable tax rates and (loss)/profit before income tax presented in the financial statements:


		2024
		HK		US
(Loss)/Profit before income tax	)
Income tax calculated at the Hong Kong statutory tax rate of 16.5%	)
Tax relief of 8.25% on the first HK2 million
Tax effect of:
Utilization of previously unrecognized deferred tax assets			)		)
Deferred tax assets not recognized
Income tax expense

All values are in US Dollars.

Deferred income tax assets are recognized for tax losses and capital allowances carried forward to the extent that realization of the related tax benefits through future taxable profits is probable. The Company has unrecognized tax losses of approximately HK$6,021,000 and HK$4,851,000 (US$619,865) as of March 31, 2023 and 2024, respectively, which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements. The above deferred tax assets for the tax losses have not been recognized as the future profit streams are not probable against which the deductible temporary difference can be utilized. The tax losses have no expiry date.

Hong Kong Income Tax

Under the current Hong Kong Inland Revenue Ordinance, the Company’s subsidiary incorporated in Hong Kong is subject to 16.5% income tax on their taxable income generated from operations in Hong Kong before April 1, 2018. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HK$2 million and 16.5% for any assessable profits in excess of HK$2 million.

13.	Segment reporting

Operating segments are identified on the basis of internal reports about components of the Company that are regularly reviewed by the chief operating decision maker for the purpose of resource allocation and performance assessment.

The chief operating decision maker, who is the sole director, makes resource allocation decisions based on internal management functions and assesses the Company’s business performance as one integrated business instead of separate business lines. Accordingly, the Company has only one operating segment, which is the provision of printing, translation, production and maintenance services.

The Company’s non-current assets are based in Hong Kong.

The Company’s revenue is derived from Hong Kong.

F-15

14.	Significant related party transaction and balances

The following significant transactions were carried out between the Company and its related parties during the years ended March 31, 2023 and 2024.

(a)	Names and relationships with related parties

The following table sets forth the related parties which have major transactions with the Company during the years ended March 31, 2023 and 2024:

Name of related parties	Relationship with the Company
M Digital Partners Company Limited (“MD Partners”)	A Controlling Shareholder of the Company
(b)	Significant transactions with related parties
---	---
		Year ended March 31,
---	---	---	---	---
	Nature	2023	2024
		HK	HK	US
MD Partners	Provision of management services fees
	Loan waiver

All values are in US Dollars.

Management services fees

For the years ended March 31, 2023 and 2024, MD Partners provided a wide spectrum of services to the Company, including but not limited to (i) general and administrative services, (ii) IT support, (iii) manpower support, (iv) marketing services, and (v) production services.

Loan waiver

On March 31, 2024, MD Partners, the holding company, and the Company entered into an agreement to unconditionally and irrevocably waive the amount due to them.

(c)	Significant balance with related parties
		Year ended March 31,
---	---	---	---	---
	Nature	2023	2024
		HK	HK	US
MD Partners	Amount due to holding company

All values are in US Dollars.

Key management compensation

Key management personnel is the sole director who has authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly. The director did not receive any remuneration during the reporting year.

15.	Financial risks management

The Company’s activities expose it to a variety of financial risks from its operation. The key financial risks include credit risk, liquidity risk and market risk (including foreign currency risk).

The director reviews and agrees policies and procedures for the management of these risks, which are executed by the management team. It is, and has been throughout the current and previous financial years, the Company’s policy that no trading in derivatives for speculative purposes shall be undertaken.

F-16

The following sections provide details regarding the Company’s exposure to the abovementioned financial risks and the objectives, policies and processes for the management of these risks.

There has been no change to the Company’s exposure to these financial risks or the manner in which it manages and measures the risks.

Credit risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Company. The Company’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash), the Company minimizes credit risk by dealing exclusively with high credit rating counterparties.

The Company has adopted a policy of only dealing with creditworthy counterparties. The Company performs ongoing credit evaluation of its counterparties’ financial condition and generally do not require a collateral.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

The Company has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 60 days or there is significant difficulty of the counterparty.

To minimize credit risk, the Company has developed and maintained the Company’s credit risk gradings to categorize exposures according to their degree of risk of default. The credit rating information is supplied by publicly available financial information and the Company’s own trading records to rate its major customers and other debtors. The Company considers available reasonable and supportive forward-looking information which includes the following indicators:

●	Internal credit rating
●	External credit rating
---	---
●	Actual or expected significant adverse changes in business,<br>financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations
---	---
●	Actual or expected significant changes in the operating results<br>of the debtor
---	---
●	Significant increases in credit risk on other financial instruments<br>of the same debtor
---	---
●	Significant changes in the expected performance and behavior<br>of the debtor, including changes in the payment status of debtors in the company and changes in the operating results of the debtor
---	---

Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 60 days past due in making contractual payment.

The Company determined that its financial assets are credit-impaired when:

●	There is significant difficulty of the debtor
●	A breach of contract, such as a default or past due event
---	---
●	It is becoming probable that the debtor will enter bankruptcy<br>or other financial reorganization
---	---
●	There is a disappearance of an active market for that financial<br>asset because of financial difficulty
---	---

The Company categorizes a receivable for potential write-off when a debtor fails to make contractual payments more than 365 days past due. Financial assets are written off when there is evidence indicating that the debtor is in severe financial difficulty and the debtor has no realistic prospect of recovery.

F-17

The Company’s internal credit risk grading framework comprises the following categories:

Category	Definition of category	Basis for recognizing ECL
I	Counterparty has a low risk of default and does not have any past-due amounts.	12 month ECL
II	Amount is >30 days past due or there has been a significant increase in credit risk since initial recognition.	Lifetime ECL — not credit impaired
III	Amount is >60 days past due or there is evidence indicating the asset is credit-impaired (in default).	Lifetime ECL — credit-impaired
IV	There is evidence indicating that the debtor is in severe financial difficulty and the debtor has no realistic prospect of recovery.	Amount is written off

The table below details the credit quality of the Company’s financial assets, as well as maximum exposure to credit risk by credit risk rating categories:

March 31, 2024	Category	12-month or <br> lifetime ECL	Gross carrying amount	Loss allowance	Net carrying amount
			HK	HK	HK	US
Trade receivables	II <br> Note 1	Lifetime ECL <br> (Simplified)
Cash and bank balances	I<br> Note 3	12 – month <br> ECL

All values are in US Dollars.

March 31, 2023	Category	12-month or <br> lifetime ECL	Gross carrying amount	Loss allowance	Net carrying amount
			HK	HK	HK	US
Other receivables	I <br> Note 2	12 – month <br> ECL
Cash and bank balances	I <br> Note 3	12 – month <br> ECL

All values are in US Dollars.

Trade receivables (Note 1)

For trade receivables, the Company has applied the simplified approach in IFRS 9 and use provision matrix to measure the loss allowance at lifetime ECL. In determining ECL on a collective basis, trade receivables are grouped based on similar credit risk and aging. The Company considers the historical credit loss experience based on the past due status of the debtors, historical customers’ payment profile and adjusted as appropriate to reflect current conditions and estimates of future economic conditions affecting the ability of the customers to settle the debts. The Company has identified the country’s risk in which it provides services to be the most relevant factor and the historical loss rates is adjusted accordingly based on the expected changes in this factor. Accordingly, the credit risk profile of trade receivables is presented based on their past due status in terms of the provision matrix.

	Year ended March 31,
	2023	2024
	HK	HK	US
Not past due
< 30 days
31 days to 60 days
61 days to 90 days
91 days to 120 days
>120 days

All values are in US Dollars.

F-18

Other receivables (Note 2)

Other receivables are considered to be low credit risk and subject to immaterial credit loss. Credit loss for these assets have not been increased significantly since their initial recognition. Consequently, they are measured at the 12-month ECL.

Cash and bank balances (Note 3)

Cash and bank balances are mainly deposits with reputable banks with high international credit rating. Credit loss for the assets have not been increased significantly since their initial recognition. Consequently, they are measured at the 12-month ECL.

Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company’s performance to developments affecting a particular industry.

Exposure to credit risk

The Company has no significant concentration of credit risk except for those significant customers disclosed below. The Company has credit policies and procedures in place to minimize and mitigate its credit risk exposure.

The following table sets forth a summary of single customers who represent 10% or more of the Company’s revenue:

	Year ended March 31,
	2023	2024
	HK	HK	US
Customer A
Customer B
Customer C

All values are in US Dollars.

Liquidity risk

Liquidity risk refers to the risk that the Company will encounter difficulties in meeting its short-term obligations due to shortage of funds. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It is managed by matching the payment and receipt cycles. The Company finances its working capital requirements through a combination of funds generated from operations and shareholder’s loan.

F-19

The Company maintains sufficient cash and bank balances, and internally generated cash flows to finance their activities and management is satisfied that funds are available to finance the operations of the Company.

The table below analyses the Company’s financial liabilities into relevant maturity Company based on the remaining period at the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

	As of March 31,
	2023	2024
	HK	HK	US
Within one year or on demand
Other payables

All values are in US Dollars.

Market risk

Market risk is the risk of changes in fair value of financial instruments and future cash flows from fluctuation of market prices, which includes risk from volatility of foreign exchange rates (foreign currency risk).

Foreign currency risk

The Company’s financial assets and liabilities are substantially denominated in HK$ and US$. Since HK$ are pegged to the US$, the Company considers the foreign exchange risk of US$ financial assets and liabilities to the Company is not significant.

16.	Fair value of assets and liabilities

Fair value measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:

●	Level 1 — Quoted prices (unadjusted) in active<br>market for identical assets or liabilities that the Company can access at the measurement date
●	Level 2 — Inputs other than quoted prices included<br>within Level 1 that are observable for the asset or liability, either directly or indirectly, and
---	---
●	Level 3 — Unobservable inputs for the asset or<br>liability.
---	---

Assets and liabilities not measured at fair value

Cash and bank balances, other receivables and other payables

The carrying amount of these balances approximate their fair value due to the short-term nature of these balances.

Trade receivables and trade payables

The carrying amount of these receivables and payables approximate their fair value as they are subject to normal trade credit terms.

F-20

17.	Financial instruments by category

At the reporting date, the aggregate carrying amounts of financial assets and receivables and financial liabilities at amortized cost were as follows:

	As of March 31,
	2023	2024
	HK	HK	US
Financial assets measured at amortized cost
Trade and other receivables
Cash and bank balances

Financial liabilities measured at amortized cost
Other payables

All values are in US Dollars.

18.	Capital management

The Company manages their capital to ensure that the Company is able to continue as a going concern and maintain an optimal capital structure so as to maximize shareholder’s value. The capital structure of the Company consists of equity attributable to owners of the Company, comprising issued share capital, reserves and accumulated losses as presented in the statements of changes in equity.

The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes during the years ended March 31, 2023 and 2024.

19.	Commitments and contingencies

The Company is currently not a party to any material legal proceedings, investigation or claims. However, the Company, from time to time, may be involved in legal matters arising in the ordinary course of its business. While management believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is or could become involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.

20.	Events after reporting period

The Company has assessed all events from March 31, 2024, up through May 2, 2025 which is the date that these financial statements are available to be issued, there are no any material subsequent events that require disclosure in these financial statements except below.

On November 20, 2024, Vision Access Enterprises Limited (as purchaser) has entered into an agreement for sale and purchase with MD Partners (as vendor), pursuant to which MD Partners agreed to sell and Vision Access Enterprises Limited agreed to purchase the shares representing 90% of the issued and outstanding capital of Miracle Media (as target). The acquisition was completed on November 21, 2024.

On February 26, 2025, Powell Max Limited (as purchaser) has entered into an agreement for sale and purchase with Vision Access Enterprises Limited and MD Partners (collectively, the “Vendors”), pursuant to which the Vendors agreed to sell and Powell Max Limited agreed to purchase the shares representing all of the issued and outstanding capital of Miracle Media (as target) and all of the outstanding amounts owed by Miracle Media to Vision Access Enterprises Limited. Miracle Media is principally engaged in the provision of printing, translation, production and maintenance services in Hong Kong. The acquisition was completed on February 28, 2025.

F-21

Exhibit 99.2

MIRACLE MEDIA PRODUCTION LIMITED

INDEX TO THEUNAUDITED CONDENSED FINANCIAL STATEMENTS

	Page
Unaudited Condensed Statements of Financial Position as of March 31, 2024 and September 30, 2024	F-2
Unaudited Condensed Statements of Profit or Loss<br>and Other Comprehensive Income for the Six Months Ended September 30, 2023 and 2024	F-3
Unaudited Condensed Statements of Changes in Equity<br>for the Six Months Ended September 30, 2023 and 2024	F-4
Unaudited Condensed Statements of Cash Flows for<br>the Six Months Ended September 30, 2023 and 2024	F-5
Notes to the Unaudited Condensed Financial Statements	F-6

F-1

MIRACLE MEDIA PRODUCTION LIMITEDUNAUDITED CONDENSED STATEMENTS OF FINANCIAL POSITION

			As of
	Note		March 31, 2024		September 30, 2024 (unaudited)
			HK		HK		US
ASSETS
Current assets
Trade receivables		4
Cash and bank balances		5
Total current assets
Total assets
LIABILITIES AND EQUITY
Current liabilities
Other payables		6
Contract liabilities		7
Total current liabilities
Total liabilities
Equity attributable to owners of the Company
Share capital		8
Accumulated losses				)		)		)
Capital reserve		9
Total equity
Total liabilities and equity

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-2

MIRACLE MEDIA PRODUCTION LIMITEDUNAUDITED CONDENSED STATEMENTS OF PROFIT OR LOSS

			Six months ended September 30,
	Note		2023		2024
			HK		HK		US
Revenue		10
Cost of sales				)		)		)
Gross profit
General and administrative expenses				)		)		)
Profit from operations, representing profit before income tax
Income tax expense		11
Profit for the period, representing total comprehensive income for the period

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-3

MIRACLE MEDIA PRODUCTION LIMITEDUNAUDITED CONDENSED STATEMENTS OF CHANGES IN EQUITY

	Accumulated losses		Capital <br>reserve	Total equity
	HK		HK	HK
Balance at April 1, 2023		)			)
Profit for the period, representing total comprehensive income for the period
Balance at September 30, 2023		)			)
Balance at April 1, 2024		)
Profit for the period, representing total comprehensive income for the period
Balance at September 30, 2024		)
Balance at September 30, 2024 (US)		)

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-4

MIRACLE MEDIA PRODUCTION LIMITEDUNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

			Six months ended September 30,
	Note		2023		2024
			HK		HK		US
Cash flows from operating activities
Profit before income tax
Operating cash flows before working capital changes
Changes in working capital:
Change in trade and other receivables				)		)		)
Change in contract liabilities						)		)
Change in other payables						)		)
Net cash used in operating activities				)		)		)
Cash flows from financing activities
Advance from the holding company
Net cash generated from financing activities
Net change in cash and bank balances						)		)
Cash and bank balances at beginning of period
Cash and bank balances at end of period		5

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-5

MIRACLE MEDIA PRODUCTION LIMITEDNOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

1.	Overview

Miracle Media Production Limited (the “Company” or “Miracle Media”) was incorporated in Hong Kong on September 21, 2017. The principal place of business of the Company is 2303, 23/F, The Center, 99 Queen’s Road Central, Central, Hong Kong. The Company is engaged in the provision of printing, translation production and maintenance services in Hong Kong. There have been no significant changes in the nature of these activities during the year/period ended March 31, 2024 and September 30, 2024.

2.	Material accounting policy information

The accounting policies and method of computation used in the preparation of the unaudited condensed financial statements are consistent with those applied in the Company’s audited financial statements for the year ended March 31, 2024.

The new and amended standards issued and effective for annual period beginning on April 1, 2024 as disclosed in the audited financial statements for the year ended March 31, 2024 issued for the Company has no material impact on the unaudited condensed financial statements of the Company for the six months ended September 30, 2024.

2.1	Basis of preparation

The accompanying unaudited condensed financial statements of the Company has been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”) and pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with International Financial Reporting Standards, have been omitted pursuant to those rules and regulations. The unaudited condensed financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the audited financial statements of the Company for the year ended March 31, 2024.

In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed statements of financial position as of September 30, 2024, its unaudited condensed statement of profit or loss and other comprehensive income, changes in equity and cash flows for the six months ended September 30, 2023 and 2024, as applicable, have been made. The unaudited results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

2.2	Revenue

F-6

Specifically, the Company uses a five-step approach to recognize revenue:

●	Step 1: Identify the contract(s) with a client
●	Step 2: Identify the performance obligations in the contract
---	---
●	Step 3: Determine the transaction price
---	---
●	Step 4: Allocate the transaction price to the performance<br>obligations in the contract
---	---
●	Step 5: Recognize revenue when (or as) the Company satisfies<br>a performance obligation
---	---

The Company recognizes revenue when a performance obligation is satisfied, i.e., when the customer obtains control of the distinct service.

Revenue from provision of printing, translation and production services

Revenue from supporting and maintenance services

2.3	Convenience translation

Translations of amounts in the statements of financial position, statements of profit or loss and other comprehensive income, and statements of cash flows from Hong Kong Dollar (“HK$” or “HKD”) into United States Dollar (“US$” or “USD”) as of and for the six months ended September 30, 2024 are solely for the convenience of the reader and were calculated at the noon middle rate of US$1 — HK$7.7693, as published in the H.10 statistical release of the Board of Governors of the Federal Reserve System on September 30, 2024, respectively. No representation is made that the HK$ amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.

2.4	Segment reporting

F-7

2.5	Financial instruments

Financial assets

Classification and measurement

The Company classifies its financial assets in the following measurement categories:

·	Amortized cost;
·	Fair value through other comprehensive income<br>(“FVOCI”); and
---	---
·	Fair value through profit or loss (“FVPL”).
---	---

The classification depends on the Company’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.

The Company reclassifies debt instruments when and only when its business model for managing those assets changes.

At initial recognition

At subsequent measurement

Debt instruments

Debt instruments mainly comprise of cash and bank balances and trade and other receivables.

There are three subsequent measurement categories, depending on the Company’s business model for managing the assets and the cash flow characteristics of the asset:

·	Amortized cost: Debt instruments that are held<br>for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized<br>cost. A gain or loss on a debt instrument that is subsequently measured at amortized cost and is not part of a hedging relationship is<br>recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in interest<br>income using the effective interest rate method.
·	FVOCI: Debt instruments that are held for collection<br>of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are<br>classified as FVOCI. Movements in fair values are recognized in Other Comprehensive Income (“OCI”) and accumulated in fair<br>value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which<br>are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is<br>reclassified from equity to profit or loss and presented in “other gains and losses”. Interest income from these financial<br>assets is recognized using the effective interest rate method and presented in “interest income”.
---	---
·	FVPL: Debt instruments that are held for trading<br>as well as those that do not meet the criteria for classification as amortized cost or FVOCI are classified as FVPL. Movement in fair<br>values and interest income is recognized in profit or loss in the period in which it arises and presented in “other gains and losses”.
---	---

Impairment

F-8

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade date – the date on which the Company commits to purchase or sell the asset.

Offsetting of financial instruments

Financial liabilities

Initial recognition and measurement

All financial liabilities are recognized initially at fair value plus in the case of financial liabilities not at FVPL, net of directly attributable transaction costs.

Subsequent measurement

Derecognition

2.6	Leases

When the Company is the lessee

Short-term and low-value leases

2.7	Income tax

F-9

Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

2.8	Trade receivables

2.9	Trade payables

Trade payables and accrual represent liabilities for goods and services provided to the Company prior to the end of financial year/period which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.

Trade and other payable are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.

2.10	Provisions

2.11	Employee benefits

Defined contribution plans

F-10

Short-term employee benefits

2.12	Cash and bank balances

Cash and bank balances in the statements of financial position comprise cash at bank which are readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

2.13	Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

2.14	Related party

A related party is defined as follows:

(a)	A person or a close member of that person’s family<br>is related to the Company if that person:
(i)	has control or joint control over the Company;
---	---
(ii)	has significant influence over the Company; or
---	---
(iii)	is a member of the key management personnel of the Company<br>or of a parent of the Company.
---	---
(b)	An entity is related to the Company if any of the following<br>conditions applies:
---	---
(i)	The entity and the Company are members of the same Company<br>(which means that each parent, subsidiary and fellow subsidiary is related to the others).
---	---
(ii)	One entity is an associate or joint venture of the other<br>entity (or an associate or joint venture of a member of a Company of which the other entity is a member).
---	---
(iii)	Both entities are joint ventures of the same third party.
---	---
(iv)	One entity is a joint venture of a third entity and the other<br>entity is an associate of the third entity.
---	---
(v)	The entity is a post-employment benefit plan for the benefit<br>of employees of either the Company or an entity related to the Company. If the Company is itself such a plan, the sponsoring employers<br>are also related to the Company.
---	---
(vi)	The entity is controlled or jointly controlled by a person<br>identified in (a).
---	---
(vii)	A person identified in (a) (i) has significant<br>influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
---	---

F-11

3.	Significant accounting judgments and estimates

The preparation of financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and revenues and expenses during the reporting periods.

Deferred taxes

Where taxable profits are expected in the foreseeable future, deferred tax assets are recognized on the unutilized tax losses.

4.	Trade receivables
	As of
---	---	---	---
	March 31,<br> 2024	September 30, <br>2024
	HK	HK	US
Trade receivables – third parties

All values are in US Dollars.

Trade receivables are unsecured, non-interest bearing and are generally on 30 to 60 days (March 31, 2024: 30 to 60 days) credit terms.

Trade receivables are all denominated in Hong Kong dollar.

5.	Cash and bank balances
	As of
---	---	---	---
	March 31,<br> 2024	September 30, <br>2024
	HK	HK	US
Cash at bank

All values are in US Dollars.

Cash and bank balances are all denominated in Hong Kong dollar.

6.	Other payables
	As of
---	---	---	---
	March 31,<br> 2024	September 30, <br>2024
	HK	HK	US
Accruals

All values are in US Dollars.

Accruals consist of the accrued staff costs and professional fees.

Other payables are all denominated in Hong Kong dollar.

F-12

7.	Contract liabilities

The movement in contract liabilities was as follows:

All values are in US Dollars.

Management expects that the transaction price allocated to remaining unsatisfied (or partially unsatisfied) performance obligations as at March 31, 2024 and September 30, 2024 may be recognized as revenue in the next reporting periods as follows:

	March 31, 2024	March 31, 2025
	HK	HK
Unsatisfied and partially unsatisfied performance obligations as at:
September 30, 2024
March 31, 2024

All values are in US Dollars.

8.	Share capital
	Number of shares		Share capital
---	---	---	---	---
			HK	US
Ordinary shares issued and fully paid
Balance at April 1, 2023, March 31, 2024 and September 30, 2024		1,000,000

All values are in US Dollars.

9.	Capital reserve

Capital reserve is non-distributable and represents the deemed capital injection arising from the waiver of payable to holding company on March 31, 2024.

10.	Revenue

	Six months ended September 30,
	2023	2024
	HK	HK	US
Point in time
Printing, translation and production
Over time:
Supporting and maintenance services

All values are in US Dollars.

11.	Income tax expense
	Six months ended September 30,
---	---	---	---
	2023	2024
	HK$	HK$	US$
Current period	—	—	—

F-13

The following table sets forth the reconciliation from income tax calculated based on the applicable tax rates and profit before income tax presented in the financial statements:


		2024
		HK		US
Profit before income tax
Income tax calculated at the Hong Kong statutory tax rate of 16.5%
Tax relief of 8.25% on the first HK2 million
Tax effect of:
Utilization of previously unrecognized deferred tax assets	)		)		)
Income tax expense

All values are in US Dollars.

Deferred income tax assets are recognized for tax losses and capital allowances carried forward to the extent that realization of the related tax benefits through future taxable profits is probable. The Company has unrecognized tax losses of approximately HK$4,851,000 and HK$3,845,000 (US$494,897) as of March 31, 2024 and September 30, 2024, respectively, which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements. The above deferred tax assets for the tax losses have not been recognized as the future profit streams are not probable against which the deductible temporary difference can be utilized. The tax losses have no expiry date.

Hong Kong Income Tax

12.	Segment reporting

The Company’s non-current assets are based in Hong Kong.

The Company’s revenue is derived from Hong Kong.

13.	Significant related party transaction and balances

The following significant transactions were carried out between the Company and its related parties during the six months ended September 30, 2023 and 2024.

(a)	Names and relationships with related parties

The following table sets forth the related parties which have major transactions with the Company during the six months ended September 30, 2023 and 2024:

Name of related parties	Relationship with the Company
M Digital Partners Company Limited (“MD Partners”)	A Controlling Shareholder of the Company

F-14

(b)	Significant transactions with related parties
		Six months ended September 30,
---	---	---	---	---
	Nature	2023	2024
		HK	HK	US
MD Partners	Provision of management services fees

All values are in US Dollars.

Management services fees

For the six months ended September 30, 2023 and 2024, MD Partners provided a wide spectrum of services to the Company, including but not limited to (i) general and administrative services, (ii) IT support, (iii) manpower support, (iv) marketing services, and (v) production services.

Key management compensation

14.	Fair value of assets and liabilities

Fair value measurement

●	Level 1 — Quoted prices (unadjusted) in active<br>market for identical assets or liabilities that the Company can access at the measurement date
●	Level 2 — Inputs other than quoted prices included<br>within Level 1 that are observable for the asset or liability, either directly or indirectly, and
---	---
●	Level 3 — Unobservable inputs for the asset or<br>liability.
---	---

Assets and liabilities not measured at fair value

Cash and bank balances, other receivables and other payables

The carrying amount of these balances approximate their fair value due to the short-term nature of these balances.

F-15

Trade receivables and trade payables

The carrying amount of these receivables and payables approximate their fair value as they are subject to normal trade credit terms.

15.	Capital management

16.	Commitments and contingencies

17.	Events after reporting period

The Company has assessed all events from September 30, 2024, up through May 2, 2025 which is the date that these financial statements are available to be issued, there are not any material subsequent events that require disclosure in these financial statements except below.

On February 26, 2025, Powell Max Limited (as purchaser) has entered into an agreement for sale and purchase with Vision Access Enterprises Limited and MD Partners (collectively, the “Vendors”), pursuant to which the Vendors agreed to sell and Powell Max Limited agreed to purchase the shares representing all of the issued and outstanding capital of Miracle Media (as target) and all of the outstanding amounts owed by Miracle Media to Vision Access Enterprises Limited. Miracle Media is principally engaged in the provision of printing, translation production and maintenance services in Hong Kong. The acquisition was completed on February 28, 2025.

F-16

Exhibit 99.3

POWELL MAX LIMITED

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Powell Max Limited (the “Company”) and Miracle Media Production Limited. (“Miracle Media”) adjusted to give effect to the Business Combination. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined statement of financial position combines the audited consolidated statements of financial position of the Company as of December 31, 2024, with the unaudited condensed statements of financial position of Miracle Media as of September 30, 2024, giving effect to the Business Combination as if it had been consummated on the balance sheet date.

The unaudited pro forma condensed combined statements of profit or loss and comprehensive income for the year ended December 31, 2024, combines the audited consolidated statement of profit or loss and comprehensive income of the Company for the year ended December 31, 2024 and the historical unaudited statements of profit or loss and other comprehensive income of Miracle Media for the year ended September 30, 2024, giving effect to the Business Combination as if it had been consummated on January 1, 2024.

The unaudited pro forma condensed combined statements of financial position was derived from and should be read in conjunction with the following historical financial statements:

●	the Company’s audited consolidated statements of financial position as of December 31, 2024, in the Form 20-F filed with the SEC on April 28, 2025.
●	Miracle Media’s unaudited condensed statements of financial<br>position as of September 30, 2024.
---	---

The unaudited pro forma condensed combined statements of profit or loss and other comprehensive income for the year ended December 31, 2024, has been prepared using the following:

●	the Company’s audited consolidated statements of profit<br>or loss and other comprehensive income for the year ended December 31, 2024, in the Form 20-F filed with the SEC on April 28, 2025.
●	Miracle Media’s unaudited condensed statements of profit<br>or loss and other comprehensive income for the year ended September 30, 2024.
---	---

The unaudited pro forma condensed combined financial information should be read in conjunction with the Company’s and Miracle Media’s financial statements and related notes.

Description of the Business Combination

On February 26, 2025, the Company has entered into an Agreement for Sale and Purchase with Vision Access Enterprises Limited and M Digital Partners Company Limited (collectively, the “Vendors”), pursuant to which the Vendors agreed to sell and the Company agreed to purchase the shares representing all of the issued and outstanding capital of Miracle Media and all of the outstanding amounts owed by Miracle Media to Vision Access Enterprises Limited , at a total purchase price of US$3.6 million, in cash. Miracle Media is principally engaged in the provision of printing, translation production and maintenance services in Hong Kong. The acquisition was completed on February 28, 2025.

Accounting for the Business Combination

The Business Combination will be accounted for using the acquisition method in accordance with IFRS 3 Business Combinations. The consideration transferred for the acquisition of a subsidiary comprises the:

●	fair values of the assets transferred
●	liabilities incurred to the former owners of the acquired business
---	---
●	equity interests issued by the group
---	---
●	fair value of any asset or liability resulting from a contingent consideration arrangement, and
---	---
●	fair value of any pre-existing equity interest in the subsidiary.
---	---

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred.

The excess of the:

●	consideration transferred
●	amount of any non-controlling interest in the acquired entity, and
---	---
●	acquisition-date fair value of any previous equity interest in the acquired entity
---	---

over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable, and as it relates to the unaudited pro forma condensed combined statement of comprehensive loss, are expected to have a continuing impact on the results of the post-combination company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the post-combination company upon consummation of the Business Combination.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the post-combination company will experience. The Company and Miracle Media have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The Company is still in the process of performing a full review of the acquired company’s accounting policies to determine if there are any additional material differences that require modification or reclassification of the acquired companies’ revenues, expenses, assets or liabilities to conform to the Company’s accounting policies and classifications. As a result of that review, the Company may identify differences between the accounting policies of the companies that, when conformed, could have a material impact on the pro forma financial information.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF FINANCIALPOSITION

AS OF DECEMBER 31, 2024

	(A)		(B)
	Powell Max Limited		Miracle Media		Pro Forma Adjustment		Note	Pro Forma Combined
	HK		HK		HK			HK
ASSETS
Non-current assets
Property, plant and equipment
Goodwill							(C)
Total non-current assets
Current assets
Trade and other receivables
Cash and bank balances						)	(D)
Total current assets						)
Total assets						)
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables
Contract liabilities
Bank borrowings
Lease liabilities
Derivative
Convertible promissory notes
Total current liabilities
Non-current liabilities
Trade and other payables
Lease liabilities
Total non-current liabilities
Total liabilities
Equity attributable to owners of the Company
Share capital*						)	(D)
Accumulated losses		)		)			(D)		)
Reserves							(D)
Total equity						)
Total liabilities and equity						)

All values are in US Dollars.

(A)	Derived from the Company’s audited consolidated statements<br>of financial position as of December 31, 2024.
(B)	Derived from Miracle Media’s unaudited condensed statements<br>of financial position as of September 30, 2024.
---	---
(C)	The<br>excess of purchase consideration over the fair value of net tangible assets acquired is recorded as goodwill.
---	---
(D)	Reflects<br>the preliminary purchase price allocation recorded, and the elimination of the acquired company’s net assets balances in accordance<br>with the acquisition method of accounting.
---	---
*	Giving retroactive effect to the issuance of ordinary shares<br>which are detailed in Note 1 of the audited financial statements of the Company.
---	---

UNAUDITED PRO FORMA COMBINED STATEMENT OF PROFITOR LOSS

AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2024

	(A)		(B)
	Powell Max		Miracle Media		Pro Forma Adjustment
		HK		HK		HK	HK
Revenue		36,461,260		9,532,899		-	45,994,159
Cost of sales		(22,081,030		(4,713,310		-	(26,794,340
Gross profit		14,380,230		4,819,589		-	19,199,819
Other income and gain		1,952,986		-		-	1,952,986
General and administrative expenses		(24,854,036		(3,222,554		-	(28,076,590
Selling and distribution expenses		(7,049,538		-		-	(7,049,538
Allowance of expected credit loss - trade receivables		(488,640		-		-	(488,640
(Loss)/Profit from operations		(16,058,998		1,597,035		-	(14,461,963
Finance costs		(2,015,096		-		-	(2,015,096
(Loss)/Profit before income tax		(18,074,094		1,597,035		-	(16,477,059
Income tax expense		-		-		-
(Loss)/Profit for the year		(18,074,094		1,597,035		-	(16,477,059
Other comprehensive loss:
Exchange differences on foreign currency translations		48,424		-		-	48,424
Total comprehensive (loss)/profit for the year		(18,025,670		1,597,035		-	(16,428,635
(Loss)/Earning per share attributable to owners of the Company
Basic and diluted		(1.37		1.60		-	(1.25
Weighted average number of ordinary shares
Basic and diluted*		13,178,314		1,000,000		-	13,178,314

All values are in US Dollars.

(A)	Derived from the Company’s audited consolidated statements of profit or loss and other comprehensive<br>income for the year ended December 31, 2024.
(B)	Derived from Miracle Media’s unaudited statements of profit or loss and other comprehensive income<br>for the year ended September 30, 2024.
---	---
*	Giving retroactive effect to the issuance of ordinary shares which are detailed in Note 1 of the audited<br>financial statements of the Company.
---	---

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

1. Consideration and Purchase Price

Consideration and Purchase Price of Miracle Media

Prior to the Acquisition, the Company held nil shares of Miracle Media and the ownership of Miracle Media was nil. On February 28, 2025, the Company completed the acquisition of 100% of the issued and outstanding shares of Miracle Media, at a total consideration of US$3.6 million. Upon completion of the Acquisition, Miracle Media became a wholly-owned subsidiary of the Company.

The following table presents the calculation of preliminary purchaseconsideration:

****	US
Purchase price at acquisition close on February 28, 2025
Fair value of non-controlling shareholders
Total allocated purchase price

All values are in US Dollars.

The allocation of the consideration is preliminary and pending finalization of various estimates, inputs and analyses. Since this pro forma financial information has been prepared based on preliminary estimates of consideration and fair values attributable to the Acquisition, the actual amounts eventually recorded in accordance with the acquisition method of accounting, including the identifiable intangibles and goodwill, may differ materially from the information presented.

2. Allocation of the purchase price

The following table presents the preliminary purchase price allocation of the assets acquired and the liabilities assumed as if the Acquisition occurred on December 31, 2024.

Preliminary purchase price allocation of Miracle Media


ASSETS
Goodwill
Trade and other receivables
Cash and bank balances
Total assets
LIABILITIES
Trade and other payables	)
Contract liabilities	)
Total liabilities	)
Total Allocated Purchase Price (HK)
Total Allocated Purchase Price (US)

All values are in US Dollars.

The business combination accounting is not yet final, and the amounts assigned to the assets acquired and the liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as new information is obtained about the facts and circumstances that existed at the acquisition date. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments.

COMPARATIVEHISTORICAL AND UNAUDITEDPRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION

The following table sets forth summary historical comparative share information for the Company and Miracle Media, respectively, and unaudited pro forma condensed combined per share information after giving effect to the Business Combination and other events contemplated by the Business Combination Agreement presented under ordinary shares outstanding at the Closing Date.

The net loss/earning per share is calculated using the historical weighted average shares outstanding.

This information is only a summary and be read in conjunction with the historical financial statements of the Company and Miracle Media and related notes that are included elsewhere in this Report. The unaudited pro forma combined per share information of the Company and Miracle Media is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this Report.

The unaudited pro forma combined loss per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the period presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of the Company and Miracle Media would have been had the companies been combined during the period presented.

December 31, 2024
(Loss)/Profit for the year (HK)	(18,074,094	)	1,597,035	(16,477,059	)
Shareholder's equity (HK)	21,267,637		1,968,857	21,267,637
Book value per share - basic and diluted (HK)	1.61		1.97	1.61
Basic and diluted weighted average shares outstanding	13,178,314		1,000,000	13,178,314
Basic and diluted net (loss)/earning per share (HK)	(1.37	)	1.60	(1.25	)

All values are in US Dollars.