TJGC GROUP Ltd 6-K, filed Mar 14, 2025
TJGC GROUP Ltd (TJGC)
About this 6-K
TJGC GROUP Ltd filed this 6-K on March 14, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-42483
CTRL GROUP LIMITED
(Translation of registrant’s name into English)
Unit F, 12/F
Kaiser Estate
Phase 1
41 Man Yue Street
Hunghom, 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
Other Events
On March 14, 2025, CTRL Group Limited, a British Virgin Islands business company limited by shares (the “Company”), made available the Company’s unaudited Financial Results for the six months ended September 30, 2024. A copy of the report is attached hereto as Exhibit 99.1.
| Exhibit No. | Exhibit | |
| 99.1 | Financial Results of CTRL Group Limited as of and for the six months ended September 30, 2024 |
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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: March 14, 2025 | CTRL GROUP LIMITED | |
| By: | /s/ Lau Chi Fung | |
| Lau Chi Fung | ||
| Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Financial Results of CTRL Group Limited as of and for the six months ended September 30, 2024 |
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Exhibit 99.1
CTRL Group Limited Announces Financial Results for the First Half of Fiscal Year 2024
CTRL Group Limited (“CTRL Group” or the “Company”) (Nasdaq: MCTR) is a limited liability company established under the laws of the British Virgin Islands on May 13, 2022. CTRL Group’s registered agent is Vistra Corporate Services Centre, located at Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands, and its principal place of business is located at Unit F, 12/F, Kaiser Estate Phase 1, 41 Man Yue Street, Hunghom, Kowloon, Hong Kong. CTRL Group is a holding company with no business operations and its principal operating subsidiary is CTRL Media Limited (“CTRL Media”), which is an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market. CTRL Group owns 100% of CTRL Media, which was incorporated in Hong Kong on June 6, 2014. The Company today announced its unaudited financial results for the six months ended September 30, 2024 (the “First Half of Fiscal Year 2024”). These unaudited financial results for the First Half of Fiscal Year 2024 were prepared by the management without review by the Company’s independent auditors.
First Half of Fiscal Year 2024 Financial Results
| For the Six Months Ended September 30, | ||||||||||||
| 2023 | 2024 | Change | ||||||||||
| HK$ | HK$ | % | ||||||||||
| Revenue | 23,667,668 | 17,611,950 | (25.6 | ) | ||||||||
| Cost of service | (15,928,443 | ) | (12,708,290 | ) | (20.2 | ) | ||||||
| Gross profit | 7,739,225 | 4,903,660 | (36.6 | ) | ||||||||
| General and administrative expenses | (4,082,321 | ) | (3,267,217 | ) | (20.0 | ) | ||||||
| Profit before taxation | 3,432,444 | 1,297,000 | (62.2 | ) | ||||||||
| Income tax | (872,703 | ) | (491,509 | ) | (43.7 | ) | ||||||
| Profit for the period | 2,559,703 | 805,491 | (68.5 | ) | ||||||||
| Earnings per share – basic and diluted | 0.20 | 0.06 | (70.0 | ) | ||||||||
Revenue
The Company is an integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the Hong Kong market. Its clients primarily come from China and are either mobile game developers or affiliated with the development of mobile games.
Revenue decreased by HK$6.1 million, or approximately 25.6%, from approximately HK$23.7 million for the six months ended September 30, 2023, to approximately HK$17.6 million for the six months ended September 30, 2024. This decrease of approximately HK$4.6 million was primarily due to the decline in customers’ demands for online advertising. Because a new mobile game typically takes one to two years to launch, some of COVID-19’s negative impacts on the Company’s business were fully realized only in the period covered by this report. In addition, some of the Company’s client operations in the local market in Hong Kong were further affected by the prevailing general economic outlook in the region and, correspondingly, have reduced the number of new mobile games launched in the market, which in turn resulted in the Company’s reduced business volume during the related period.
The decline in demand for the Company’s services was most pronounced for online advertising services because many of the Company’s clients further allocated a larger portion of their advertising budget to offline media channels. Since COVID-19’s adverse implications have abated, the Company anticipates a rebound in online revenue for the foreseeable future.
Conversely, the Company’s offline advertising revenue remained fairly consistent for the two fiscal periods presented. Of these, during the six months ended September 30, 2024, the Company undertook more offline advertising campaigns of relatively larger scale, which correspondingly lead to a higher individual contract value but, overall, a reduced number of offline advertising projects were undertaken. Accordingly, while more of the Company’s clients have shifted from online to offline advertising during the covered period, the offline advertising revenue did not increase and were comparable to the preceding fiscal period.
In addition to revenue resulting from online and offline advertising services, the Company also derived revenue from strategic planning and other services, which were rendered on an interim basis. These revenues also experienced a decline during the related period, as many clients found it easier to manage their advertising pursuits on a one-off package and have opted for those arrangements in place of an interim service term. Nevertheless, revenue received from these service categories does not constitute a significant proportion of the Company’s income portfolio.
Cost of services
Cost of services decreased by approximately HK$3.2 million (US$0.4 million), or approximately 20.2%, to approximately HK$12.7 million (US$1.6 million) for the six months September 30, 2024, compared to the six months ended September 31, 2023. Alongside the decline in demand for online advertising services during the related period, there was a corresponding reduction in online advertising expenditures incurred, such as fees paid to media publishers for the procurement of advertising inventories, contributing to an overall decrease in the Company’s cost of services.
In contrast, the decrease in cost of services was less than proportionate than the decrease in revenue, mainly because offline advertising expenditures did not experience a decline to the same extent as revenue. By its nature, offline advertising frequently entails the deployment of physical mediums for the broadcast of advertising content and thereby results in a higher advertising fee rate. Thus, alongside the increase in the proportion of offline advertising services provided to clients, the Company’s cost of services did not reflect the a decrease to the same extent as compared to revenue.
Gross profit
Gross profit decreased by approximately HK$2.8 million, or approximately 36.6%, to approximately HK$4.9 million (US$1.2 million) for the six months ended September 30, 2024, compared to the six months ended September 30, 2023. The decrease in gross profit was mainly the result of reduced online revenue for the six months ended September 30, 2024.
Gross profit margin decreased from approximately 32.7% for the six months ended September 30, 2023, to 27.8% for the six months ended September 30, 2024. The decrease in gross profit margin was mainly due to the decrease in revenue from online advertising and other services, which normally leads to a higher gross profit margin as compared to offline advertising, for the reasons previously discussed.
General and administrative expenses
General and administrative expenses decreased by approximately HK$0.8 million, or approximately 20.0%, for the six months ended September 30, 2024, as compared to the six months ended September 30, 2023. The decrease in general and administrative expenses was mainly due to the Company’s reduction in staff performance bonus payments compared to prior years. In addition, the general and administrative expenses for the six months ended September 30, 2023, included an impairment loss on accounts receivable, which did not recur for the six months ended September 30, 2024.
Income tax expense
Income tax expense decreased by approximately HK$0.4 million, or approximately 43.7%, from approximately HK$0.9 million for the six months ended September 30, 2023, to approximately HK$0.5 million for the six months ended September 30, 2024. The Company’s principal operating subsidiary, CTRL Media, was incorporated in Hong Kong and is therefore subject to Hong Kong profits tax, which is chargeable at the tax rate of 16.5% for all assessable profits derived from the jurisdiction of Hong Kong. The decrease in income tax expense was mainly the result of the decline in the Company’s profitability for the period concerned, which correspondingly translated into a lower tax assessable profit.
Net profit decreased by approximately HK$1.8 million, or approximately 68.5%, from approximately HK$2.6 million for the six months ended September 30, 2023, to approximately HK$0.8 million for the six months ended September 30, 2024. Such change was the result of the combination of the changes as discussed above.
Cash Flow
Net cash used in operating activities was approximately HK$2.4 million for the six months ended September 30, 2024, mainly derived from changes in operating assets and liabilities of approximately HK$3.2 million, partially offset by net income of approximately HK$0.8 million for the six months ended September 30, 2024. Changes in operating assets and liabilities mainly included (i) an increase in accounts receivables of approximately HK$1.9 million, as our revenue derived from services rendered during the latter months of the covered period increased, and the related settlement payments from our clients were still pending; (ii) a decrease in amount due to related parties of approximately HK$0.9 million, as we settlement payments from our related parties in the latter months; (iii) an increase in deposits, prepayments and other receivables of approximately HK$0.8 million, due to a rise in deferred initial public offering (“IPO”) cost; partially offset by an increase in income tax payable of approximately HK0.8 million as we accrued for the tax liabilities arising from the current period of operation.
Net cash generated from financing activities was approximately HK$1.0 million for the six months ended September 30, 2024, which included an advance from a shareholder for offering expenses related to the IPO of approximately HK$1.4 million, net of the repayment of bank borrowings of approximately HK$0.4 million.
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Recent Developments
On January 23, 2025, the Company closed its IPO of 2,000,000 ordinary shares, no par value per share (the “Ordinary Shares”). The Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Ordinary Shares were approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “MCTR” on January 22, 2025.
On January 24, 2025, R.F. Lafferty & Co., Inc., as the representative of the underwriters for the IPO, exercised its over-allotment option to purchase an additional 300,000 ordinary shares of the Company at the public offering price of $4.00 per share. The closing for the sale of the over-allotment shares took place on January 27, 2025.
About CTRL Group Limited
The Company is a holding company limited by shares and established under the laws of the British Virgin Islands with no material operations of its own. The Company, through its wholly-owned subsidiary, CTRL Media, provides integrated marketing and advertising services provider in Hong Kong specializing in mobile games promotion for the local market, please visit the Company’s website at www.ctrl-media.com.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. 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 registration statement and in its other filings with the SEC.
For more information, please contact:
CTRL Group Limited
| Phone: | +852 31074887 |
| Email: | project@ctrl-media.com |
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CTRL Group Limited and Subsidiary
Consolidated Balance Sheets
As of September 30, 2024 and March 31, 2024
| As of | ||||||||||||
| March 31, 2024 |
September 30, 2024 |
September 30, 2024 |
||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and Cash Equivalents | 4,368,915 | 2,941,264 | 378,575 | |||||||||
| Accounts receivable | 5,880,737 | 7,784,255 | 1,001,925 | |||||||||
| Amounts due from related parties | 293,000 | 23,000 | 2,960 | |||||||||
| Deposits, prepayments and other receivables | 4,679,238 | 5,457,796 | 702,482 | |||||||||
| Income tax recoverable | 233,104 | — | — | |||||||||
| Total current assets | 15,454,994 | 16,206,315 | 2,085,942 | |||||||||
| Non-current assets | ||||||||||||
| Property and Equipment | 268,396 | 233,388 | 30,040 | |||||||||
| Right-of-use assets | 522,011 | 331,020 | 42,606 | |||||||||
| Total non-current assets | 790,407 | 564,408 | 72,646 | |||||||||
| Total assets | 16,245,401 | 16,770,723 | 2,158,588 | |||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | 1,779,240 | 1,390,953 | 179,032 | |||||||||
| Amounts due to related parties | 1,876,577 | 675,427 | 86,935 | |||||||||
| Amount due to a shareholder | 3 | 1,409,403 | 181,407 | |||||||||
| Operating lease liabilities | 421,002 | 331,021 | 42,606 | |||||||||
| Accruals and other payables | 314,213 | 242,983 | 31,275 | |||||||||
| Bank borrowing | 861,449 | 877,181 | 112,903 | |||||||||
| Income tax payable | — | 591,038 | 76,074 | |||||||||
| Total current liabilities | 5,252,484 | 5,518,006 | 710,232 | |||||||||
| Non-current liabilities | ||||||||||||
| Operating lease liabilities | 101,009 | — | — | |||||||||
| Bank borrowing | 8,138,551 | 7,696,208 | 990,592 | |||||||||
| Deferred tax liabilities | 32,762 | 30,423 | 3,916 | |||||||||
| Total liabilities | 13,524,806 | 13,244,637 | 1,704,740 | |||||||||
| Shareholders’ equity | ||||||||||||
| Ordinary shares, authorized to issue an unlimited number of ordinary shares of no par value, 13,000,000 issued and outstanding as of September 30, 2024 and March 31, 2023, respectively* | 77,500 | 77,500 | 9,975 | |||||||||
| Capital reserve | 19,997 | 19,997 | 2,574 | |||||||||
| Translation Reserve | 4,293 | 4,293 | 553 | |||||||||
| Retained earnings | 2,618,805 | 3,424,296 | 440,746 | |||||||||
| Total shareholders’ equity | 2,720,595 | 3,526,086 | 453,848 |
|||||||||
| Total liabilities and shareholders’ equity | 16,245,401 | 16,770,723 | 2,158,588 | |||||||||
| * | Giving retroactive effect to the 1 for 1,300 share split effected on February 27, 2024. |
The accompanying notes are an integral part of these consolidated financial statements.
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CTRL Group Limited and Subsidiary
Consolidated Statements of Income
For the Six Months Ended September 30, 2024 and 2023
| For the six months ended September 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Revenue | 23,667,668 | 17,611,950 | 2,266,865 | |||||||||
| Cost of services | (15,928,443 | ) | (12,708,290 | ) | (1,635,705 | ) | ||||||
| Gross Profit | 7,739,225 | 4,903,660 | 631,160 | |||||||||
| Operating Expenses | ||||||||||||
| General and Administrative expense | (4,082,321 | ) | (3,267,217 | ) | (420,530 | ) | ||||||
| Income from operation | 3,656,904 | 1,636,443 | 210,630 | |||||||||
| Other income (expenses) | ||||||||||||
| Other income, net | 16,565 | (56,511 | ) | (7,274 | ) | |||||||
| Other gain (loss) | (84,499 | ) | (122,803 | ) | (15,806 | ) | ||||||
| Interest expense | (156,564 | ) | (160,129 | ) | (20,619 | ) | ||||||
| Total other income (expense), net | (224,498 | ) | (339,443 | ) | (43,690 | ) | ||||||
| Profit before tax | 3,432,406 | 1,297,000 | 166,940 | |||||||||
| Income tax | (872,703 | ) | (491,509 | ) | (63,264 | ) | ||||||
| Net income | 2,559,703 | 805,491 | 103,676 | |||||||||
| Weighted average shares outstanding – basic and diluted | 13,000,000 | 13,000,000 | 13,000,000 | |||||||||
| Earnings per share – basic and diluted | 0.20 | 0.06 | 0.01 | |||||||||
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CTRL Group Limited and Subsidiary
Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended September 30, 2024 and 2023
| For the six months ended September 30, 2023 | ||||||||||||||||||||||||
| Number of Shares | Amount | Capital Reserve | Translation Reserve | Retained Earnings | Total | |||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||||||
| Balance at March 31, 2023 | 13,000,000 | 77,500 | 19,997 | — | 3,719,145 | 3,816,642 | ||||||||||||||||||
| Net income | — | — | — | — | 2,559,703 | 2,559,703 | ||||||||||||||||||
| Dividend | — | — | — | — | (3,000,000 | ) | (3,000,000 | ) | ||||||||||||||||
| Balance at September 30, 2023 (Unaudited) | 13,000,000 | 77,500 | 19,997 | 3,278,848 | 3,376,345 | |||||||||||||||||||
| For the six months ended September 30, 2024 | ||||||||||||||||||||||||
| Number of Shares | Amount | Capital Reserve | Translation Reserve | Retained Earnings | Total | |||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||||||
| Balance at March 31, 2024 | 13,000,000 | 77,500 | 19,997 | 4,293 | 2,618,805 | 2,720,595 | ||||||||||||||||||
| Net income | — | — | — | — | 805,491 | 805,491 | ||||||||||||||||||
| Balance at September 30, 2024 (Unaudited) | 13,000,000 | 77,500 | 19,997 | 4,293 | 3,424,296 | 3,526,086 | ||||||||||||||||||
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CTRL Group Limited and Subsidiary
Consolidated Statements of Cash Flows
For the Six Months Ended September 30, 2024 and 2023
| For the six months ended September 30, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | 2,559,703 | 805,491 | 103,676 | |||||||||
| Adjustments to reconcile net income to cash used in operating activities: | ||||||||||||
| Depreciation of property and equipment | 35,009 | 35,009 | 4,506 | |||||||||
| Deferred tax liabilities | (3,263 | ) | (2,339 | ) | (301 | ) | ||||||
| Bad Debt Expense | — | 4,914 | 633 | |||||||||
| Operating cash flows before movements in working capital | 2,591,449 | 843,075 | 108,514 | |||||||||
| Accounts receivable | (7,092,673 | ) | (1,908,433 | ) | (254,638 | ) | ||||||
| Deposits, prepayments and other receivables | (1,402,307 | ) | (778,558 | ) | (100,211 | ) | ||||||
| Amounts due (to) from related parties | 599,829 | (931,150 | ) | (119,850 | ) | |||||||
| Accounts payable | 1,399,093 | (388,287 | ) | (49,977 | ) | |||||||
| Accruals and other payables | (682,881 | ) | (71,230 | ) | (9,170 | ) | ||||||
| Contract liabilities | (26,995 | ) | — | — | ||||||||
| Income tax payable | 875,966 | 824,142 | 106,077 | |||||||||
| Net cash (used in) operating activities | (3,738,519 | ) | (2,410,441 | ) | (310,255 | ) | ||||||
| Cash flows provided by financing activities: | ||||||||||||
| Repayment of bank borrowing | — | (426,611 | ) | (54,910 | ) | |||||||
| Advance from a shareholder of the Company | 1,768,670 | 1,409,400 | 181,406 | |||||||||
| Dividend paid | (3,000,000 | ) | — | — | ||||||||
| Net cash (used in) generated from financing activities | (1,231,330 | ) | 982,789 | 126,496 | ||||||||
| Net decrease in cash | (4,969,849 | ) | (1,427,652 | ) | (183,759 | ) | ||||||
| Cash, beginning of period | 8,574,262 | 4,368,915 | 562,334 | |||||||||
| Cash, end of period | 3,604,413 | 2,941,263 | 378,575 | |||||||||
| Supplemental information | ||||||||||||
| Cash paid for interest, net | (139,999 | ) | (152,235 | ) | (19,594 | ) | ||||||
| Cash paid for income tax | — | — | — | |||||||||
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