XLON:RCGH ESEF Annual Report
RC365 HOLDING LIMITED (XLON:RCGH)
ESEF Annual Report
2025-07-31
For: 2025-03-31
View Original
Added on
October 02, 2026
Company Registration No. 13289422 (England and Wales)
RC365 HOLDING PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
COMPANY INFORMATION
Director
Chi Kit LAW, Executive Director and CEO
Hon Keung CHEUNG, Executive Director and CFO
Iain Muir, Non-Executive Director
Ajay Rajpal, Non-Executive Director
Company Number
13289422
Company Secretary
MSP Secretaries Limited
27-28 Eastcastle House
London, W1W 8DH
United Kingdom
Registered address
Cannon Place
78 Cannon Street
London, EC4N 6AF
United Kingdom
Auditors
Johnson Financial Management Limited
1-2 Craven Road, Ealing
London, W52UA
United Kingdom
Registrars
Share Registrars Limited
3 The Millennium Centre
Crosby Way
Surrey, GU9 7XX
United Kingdom
Company Website
https://www.rc365plc.com/
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
CONTENTS
Page
Chairman’s Statement
3-4
Strategic Report
5-7
Board of Directors
8-9
Directors’ Report
10-18
Risk Management Report
19-21
Corporate Governance Statement
22-25
Audit Committee Report
26-27
Remuneration Committee Report
28-29
Independent Auditor’s Report
30-39
Consolidated Statement of Comprehensive Income
40-41
Consolidated Statement of Financial Position
42
Consolidated Statement of Changes in Equity
43
Consolidated Statement of Cash Flows
44-45
Notes to the Financial Statements
46-102
Company statement of financial position
94
Company statement of changes in equity
95
Company statement of cash flows
96
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
CHAIRMAN’S STATEMENT
I have great pleasure in presenting our audited financial statements to the shareholders of RC365 Holding
Plc (“RC365”, the “Company” or the “Group”) for the year ended 31 March 2025.
The Group delivered growth of revenue of about 17% to HK$14.1 million (2024: HK$12.2 million (after
restatement)). The vast majority of Group revenue continued to be generated by our wholly-owned Regal
Crown Technology Limited (“RCTech”) subsidiary, where we provide cutting-edge IT support and
development for payment and financial systems, including Enterprise Resource Planning (“ERP”) solutions,
issuance of asset linked credit card and card top up services to SME clients in Hong Kong and the ASEAN
region.
However, a growing proportion of revenue is being accounted for by our newer activities, in line with our
stated strategy, namely the provision of issuance and top up of assets linked credit card services, by RCPAY
Limited (UK) (“RCPAY UK”), small payment institution service providers in the United Kingdom (“UK”).
During the year, RCPAY (UK and Hong Kong collectively) handled approximately HK$41.0million (2024:
HK$47.0 million) in providing payment and remittance services to clients (both individual and corporate)
based in the UK and Asia.
The development of innovative products and services, as well as geographical expansion, to attract new
customers remained a key focus for the Group. A number of new partnerships were established during the
year to advance this goal.
Now, let’s look at some of the major activities undertaken during the year in more detail.
1
Acquisition of a Money Lender License in Hong Kong
The Group acquired 100% of the issued share capital in HC Capital Group Limited, a Company holding a
Money Lender License in Hong Kong. The Group aim to provide all round financial services including
money lending to the existing and potential corporate and individual clients in Hong Kong. The Group
target to provide service initially in Hong Kong and further expanded to ASEAN and other European
countries.
2
Funding Support for the Malaysian subsidiary
Regal Crown Technology Limited received funding support from the Hong Kong Productivity Council
under the BUD scheme in developing a fully owned subsidiary for the development of the R&D centre
and the operation support hub for the Group. The funding provided by the Government was HKD685,000
for the year. Malaysian subsidiary has about 10 full time staffs working in providing full support for the
Company’s operation, finance and administrative work of the Group.
3
The number of card subscribers
RCPAY Limited (HK) (transferred to HC Capital Group Limited) has a dramatic increase for the number
of issued cards to 1,910 (2024: 1,100 cards) with about 80% increment for the number of cards. Most of
the cards are issued to our customers located in Japan.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE PERIOD ENDED 31 MARCH 2025
4
Divestiture of RCPAY HK
The Group divested RCPAY HK in Nov 2024 for the amount of HK$400,000 to an unrelated
third party. There is no effect towards the exchange, remittance and payment services offered by
the group since all the activities of RCPAY HK was transferred to another wholly owned subsidiary,
RCPAY UK and there is no effect towards the services provided to existing and potential
customers.
5
Repayment of Convertible Loan Note
The Group settled outstanding Convertible Note of £1m under an arrangement during the year
through payment of £150,000 in cash, £250,000 provided by L Y S Limited under a top up
subscription agreement and the balance £600,000 was settled through several allotments during
April to August 2024 with a total number of 21,875,830 shares allotted to the Convertible Note
holder.
Greenhouse Gas (GHG) Emissions
As the Company has not consumed more than 40,000 kWh of energy in the year period, it qualifies as a
low energy user under SI 2018/1155 and is not required to report on its emissions, energy consumption or
energy efficiency activities. The Company’s energy consumption in the year is 15,412 kwh (2024: 17,731
kwh).
Strategy
Our vision remains unchanged, which is to grow our share of our existing markets, develop new capabilities
and enter new geographies within the fast growing and attractive industries in which we operate.
In particular, we intend to focus on growing our presence in Japan, the ASEAN region and the UK; broaden
our offering to include virtual banking and expand our card solutions; and explore new product innovations
that leverage Web 3.0 and artificial intelligence. A key element in achieving this will be establishing strategic
partnerships with global companies in the fintech ecosystem, which we significantly progressed during the
year.
Outlook
The Board continues to be optimistic about the outlook for FY 2026 given the advances made during FY
2025 and our growing pipeline of potential opportunities for further growth.
Finally, we would like to take this opportunity to thank our shareholders for their continued support and
we look forward to reporting on our progress as we deliver on our growth strategy.
Iain Muir
Non-Executive Chairman
31 July 2025
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
STRATEGIC REPORT
The Directors present the Strategic Report of the Group for the year ended 31 March 2025.
Review of business and future developments
The Company was formed to undertake an acquisition of a controlling interest in a company or business.
With the Board’s experience, the Group is focused on the provision of IT Support and Security Services,
Payment Gateway Solutions (online and offline), Prepaid Card Issuance, Computer Graphic Design and
Animation services to the clients located in the ASEAN region, UK and Europe.
The Group is looking to expand the prepaid card issuance services, provision of virtual bank accounts to
high net worth Individuals and Corporates in the ASEAN region, including Hong Kong, Japan and further
to customers located in Europe and the UK.
Key Performance Indicators
During the reporting period, the Group was focused on the evaluation of various opportunities in the
Fintech and Payment Gateway sector. The Directors track the following as the Company’s KPIs:
2025
HK$
2024
(restated)
HK$
Revenue (continuing operations)
14,108,210
12,179,203
Cash and cash equivalents
11,775,409
19,318,967
No. of Customers
75
38
Revenue
Reflects the element of billings and unbilled (mainly the contractual assets from Mr. Meal Production
Limited) generated and recognised during the period from all revenue streams and measures the
Group’s overall performance at a sales level.
Cash and cash equivalents
The Company’s cash balance provides a measure of the Group’s financial strength and self-sufficiency
to support operations while revenue streams continue to be developed.
Customers
The quantity of customers provides a basis to measure the growth and acceptance of the Company’s
services provided during the period.
Impairment Losses
The Group has incurred impairment losses of about HK$23.6 million for the year ended 31 Mar 2025. The
impairment losses of the Company after considering intercompany receivable write off is HK$ 37.9m.
Principal risks and uncertainties
The principal risks and uncertainties currently faced by the Company are set out further in the Risk
Management Report on page 19.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE PERIOD ENDED 31 MARCH 2025
Corporate Social Responsibility
The Group aims to conduct its business with honesty, integrity and openness, respecting human rights and
the interests of shareholders and employees. The Group aims to provide timely, regular and reliable
information on the business to all its shareholders and conduct its operations to the highest standards.
The Group strives to create a safe and healthy working environment for the wellbeing of its staff and to
create a trusting and respectful environment, where all members of staff are encouraged to feel responsible
for the reputation and performance of the Group.
The Group aims to establish a diverse and dynamic workforce with team players who have the experience
and knowledge of the business operations and markets in which we operate. Through maintaining good
communications, members of staff are encouraged to realize the objectives of the Group and their own
potential.
Corporate environmental responsibility
The Board contains personnel with a good history of running businesses that have been compliant with all
relevant laws and regulations.
Section
172(1)
The Directors believe they have acted in the way most likely to promote the success of the Company for
the benefit of its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
1.
Consider the likely consequences of any decision in the long term;
2.
Act fairly between the members of the Group;
3.
Maintain a reputation for high standards of business conduct;
4.
Consider the interest of the Group’s employees;
5.
Foster the Group’s relationships with suppliers, customers and others; and
6.
Consider the Impact of the Group’s operations and the community and the environment.
The Company and the Group is a Fintech company operate mainly in the internet market; the management
believe that the business operation have minimal impact towards the community and environment. Also,
the company has taken 10 director’s meeting in discussing the major company decision including the
allotment of shares, acquisitions and divestitures of Money Lender License and Money Service Operator
during the period.
The Directors remain committed to engaging with the Group’s stakeholders and considering their interests
when making key strategic decisions. The Board considers its key stakeholders to be its shareholders, its
employees, its clients, its suppliers and the communities in which the Group operates.
In the following section we identify our key stakeholders, how we engage with them and key activities we
have undertaken during the period in question.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
Our Strategic Partners
The Company works closely with its major service provider, a technology company located in Hong Kong
and Malaysia, who is an important strategic partner with the Group. We have developed an open and
transparent relationship with this partner, which promotes the long-term success for the Group.
We also continue to build our reputations and strengthen our relationships with our clients based in Hong
Kong and China by providing outstanding services. Furthermore, we continue to expand our services to
customers located in Malaysia, Japan, Singapore, Europe and the UK.
Our Shareholders
The Company has been well-supported by its shareholders, including those that subscribed for shares at
IPO in 2022 and through several share allotments and issuance work during the financial year. The
Company endeavours to keep shareholders updated on regulatory matters, and is committed to provide
transparent information to them, both through the annual report and ad-hoc communications.
Our Customers
The Company strives to maintain strong relationships with its customers, which will promote long term
growth. The relationships with customers who advertise with the Company are maintained through regular
contact and relationship management.
Our Employees
The Company believes that good staff morale engenders increased efficiency and loyalty and hence
promotes staff welfare and well-being. Staff needs are constantly monitored and improved on an ongoing
basis.
The strategic report is approved by the Board and is signed on their behalf by:
Iain Muir
Non Executive Chairman
31 July 2025
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
BOARD OF DIRECTORS
Robert Cairns, Chairman and Non Executive Director (resigned as at 15 August 2024)
Mr. Robert Cairns, age 53, has over 25 years' experience in accounting and finance control and served in
senior positions at various private companies in the United Kingdom throughout his career. Robert is
currently the Finance Director and a member of the Board of Directors & Executive Committee of Les
Ambassadeurs Club. Robert graduated from Lancaster University with a Bachelor of Science Honours
degree in Geography and is a member of the Chartered Association of Management Accountants in the
United Kingdom.
Chi Kit Law, Executive Director and CEO
Mr. Law (Chinese name:
羅志杰
), age 43, has almost 20 years' of payment solution and banking leadership
experience, having previously held roles as Head of Banking Systems at MoneySwap plc and Assistant Vice
President of Group Technology and Operations at DBS Bank where he was awarded the Chairman's
Reward for each year he was there. Mr. Law was also awarded the JP Morgan Services Star Award. Mr. Law
has managed multi-national banking projects when he was at Standard Chartered Bank, HSBC, JP Morgan
Chase and DBS Bank. Mr. Law holds a Masters in Advanced Management from the University of Liege
and a Bachelor of Information Technology (Honours) from West Coast Institute of Management &
Technology, Perth, Western Australia.
Timothy Wai Yiu Tang, Executive Director and CFO (resigned as at 5 January 2025)
Mr. Tang
(Chinese name:
鄧煒堯
), aged 55, has held the role of Vice President, Finance of Regal Crown
Hong Kong since October 2020 and was promoted on 30 August 2022. Mr. Tang
has about 20 years of
audit and accountancy experience, having previously been a Partner at William Lee, Paul Tang & Co. and a
former senior Auditor at Ernst and Young. Mr. Tang
holds a Bachelor of Commerce in Accounting from
the University of New South Wales. Mr. Tang
is an associate member of CPA Australia and a member of
the Hong Kong Institute of Certified Public Accountants.
Ajay Rajpal, Non Executive Director
Mr. Ajay Rajpal, age 54 is a Chartered Accountant and member of the Institute of Chartered Accountants
in England & Wales (ICAEW). During his career, he has gained broad-ranging commercial experience
developed in the US, Europe, Middle East and Far East, with a particular focus on M&A, financial
management and insolvency/restructuring. Post qualification, Mr. Rajpal held a number of finance-related
roles which involved working for periods in the US, Europe, Middle East and Far East. Since 2011, Mr.
Rajpal has run his own consultancy business, NAS Corporate Services Ltd, providing companies with
various corporate services, such as assistance with their pre-IPO funding, the IPO process and post IPO
management. Mr. Rajpal assisted Grand Vision Media Holdings Plc, a special purpose acquisition company
listed on the standard segment of the London Stock Exchange, which successfully completed a reverse
takeover of an outdoor media business in Hong Kong/China. Mr. Rajpal is currently non-executive director
of Grand Vision (which continues to be listed on the standard segment).
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE PERIOD ENDED 31 MARCH 2025
Mr. Rajpal has also project managed the initial public offering process and assisted with the associated
funding of two businesses on AIM, namely New Trend Lifestyle Group Plc, which provides Feng Shui
products and services across Asia, and Zibao Metals Recycling Group Plc, a Hong Kong and China based
metals recycling company. He currently acts as a non-executive director for Phimedix Plc (formerly named
Zibao Metals Recycling Group Plc), and Dozens Savings Plc.
Iain Muir, Chairman and Non Executive Director (appointed on 15 August 2024)
Mr. Muir, aged 40, an FCA Qualified Chartered Accountant, has over a decade's leadership experience in
business and finance. He is currently Managing Director of MBB Advisory Limited, a provider of
professional services to small & medium sized businesses, which he founded in 2022. He also currently
holds three directorships in private companies operating in the media, marketing and financial services
sectors. Prior to MBB Advisory, Mr. Muir spent six years as Head of Finance and then Director of
Operations at Ambassadeurs Group Limited, a leisure and hospitality business, where his varied roles
included strategy development, management oversight for multiple business units, improving risk
mitigation and project managing an M&A process. After joining PriceWaterhouseCoopers as a trainee
graduate in 2008, he spent a total of eight years in Assurance, progressing to Senior Manager after having
an 18-month period in commercial finance roles within industry.
Hon Keung CHEUNG, Executive Director and CFO (appointed on 5 January 2025)
Mr. Cheung, aged 49, has more than 20 years of operational and financial leadership experience in banking
and payment solutions. He joined RC365 as CFO of the Group's primary operating entity in 2018 and
became CFO and an Executive Director of the Company upon its IPO on the London Stock Exchange.
In August 2022, he stepped down from his CFO and Director positions, but remained with the Group as
part of the finance team. Prior to RC365, Mr. Cheung was Chief Consultant of Mondo Consulting Company
providing cross-border taxation and business advisory services to SME clients located in Hong Kong, China
and Korea, from 2016 to 2018, and he held various accounting and audit roles, from 1997 to 2016. Mr.
Cheung is a member of the Association of Chartered Certified Accountants, The Hong Kong Institute of
Certified Public Accountants and the Hong Kong Institute of Taxation.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
DIRECTORS’ REPORT
The Directors present their report together with the financial statements and the Auditor’s Report for the
year ended 31 March 2025.
Principal activities
The principal activity of the Company is to act as a holding company for a group of subsidiaries that are
involved in the IT software development sector, asset linked card issuance and top up and provision of
payment services and the provision of the Computer Graphic design service.
The Group is a fintech solutions service provider based in Hong Kong and serves customers in Greater
China, Japan, ASEAN countries with special focus in Malaysia, Singapore, United Kingdom and Europe.
The subsidiaries of the Company providing IT and Security Services, ERP and prepaid card issuance and
supporting services to customers of the above region.
Results and dividends
The results of the Group for the year ended 31 March 2025 are set out in the financial statements.
The Directors do not propose to recommend a dividend for the year ended 31 March 2025. Given the
losses incurred to date, it is unlikely that the Board will recommend a dividend in the near-term.
Business review and future developments
Details of the business activities and developments made during the period can be found in the Strategic
Report.
Directors
The Directors of the Company who have served during the period and at the date of this report are:
Director
Role
Date of appointment
and resignation
Chi Kit LAW
Hon Keun CHEUNG
Executive Director and CEO
Executive Director and CFO
appointed on 5 January
2025
Timothy Wai Yiu TANG
Executive Director and CFO
resigned on 5 January 2025
Robert CAIRNS
Chairman and Non-Executive Director
resigned on 15 August
2024
Ajay RAJPAL
Non-Executive Director
Iain Muir
Chairman and Non-Executive Director
appointed on 15 August
2024
Indemnity provision for directors
The Company purchased the indemnity insurance to both Directors and Non-Executive Directors of the
Company for the years ended 31 March 2024 and 2025.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE PERIOD ENDED 31 MARCH 2025
Diversity
The Company is committed to ensuring diversity, equality and inclusion and our goal is to foster a positive
work ethic. As at the date of this report, all four members of the board are male and therefore the targets
under LR 9.8.6 of 40% of the board being female and at least one of the four senior positions on the board
being occupied by a female have not been met. This is an area that remains under review by the nomination
committee.
Member of the Board
Ethnicity (Nationality)
Gender
Chi Kit LAW
Asian, Chinese
Male
Hon Keung CHEUNG
Asian, Chinese
Male
Iain MUIR
British
Male
Ajay RAJPAL
British
Male
Directors’ interest in shares
The direct and beneficial shareholdings of the Board in the Company as at 31 March 2025 were as follows:
Number of Ordinary Shares
Percentage of
Issued Share
Capital
Direct
Beneficial
Total
Chi Kit LAW *
-
36,500,000
36,500,000
about 25%
* Chi Kit Law holds his shares through LYS Limited.
Substantial
shareholders
As at the date of the Report, the total number of issued Ordinary Shares with voting rights in the Group
was 150,410,421. The Group has been notified of the following interests of 3 per cent or more in its issues
share capital as at the date of this report:
Number of ordinary
shares
Percent of Issued share
capital
LYS Limited
36,500,000
About 25%
Going Concern
The Group's assets largely compromised of Cash at Bank and the ERP program (Intangible assets) for the
year ended 31 March 2025. The Directors have outlined their strategy for the Group in the Chairman's
Statement on page 3. As part of their assessment of going concern, the Directors have prepared cash
forecasts for the next 12 months. It is proved that the investment from potential investor and the operating
cash flow from the recurring business show that the Group has sufficient cash resources for the next 12
months. A written notice have been received from potential investor and discussions are progressing
positively.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
Based on their enquiries and the information available to them and taking into account the other risks and
uncertainties set out herein, the Directors have a reasonable expectation that the Company and the Group
has adequate resources to continue operating for the foreseeable future. Thus, they continue to adopt the
going concern basis of accounting in preparing this financial information.
Corporate Governance
The Group has set out is full Corporate Governance Statement on page 22. The Corporate Governance
Statement forms part of this Directors’ report and is incorporated into it by cross reference.
Statement of directors’ responsibilities
The directors are responsible for preparing the Strategic Report, Directors’ Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent company financial statements for each
financial year. Under that law the directors have elected to prepare the financial statements in accordance
with UK adopted International Accounting Standards. Under company law the directors must not approve
the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of
the group and company and of the group’s profit or loss for that period. In preparing these financial
statements, the directors are required to:
Make judgements and accounting estimates that are reasonable and prudent;
Select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in
Accounting Estimates and Errors and then apply them consistently;
Present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
Provide additional disclosures when compliance with the specific requirements of UK adopted
IAS is insufficient to enable users to understand the impact of particular transactions, other events
and conditions on the Group and Parent Company’s financial position and financial performance
and
Comply with relevant UK adopted IASs, subject to any material departures being disclosed and
explained in the financial statements.
The directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group and Parent Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Group and Parent Company and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of
the Group and Parent Company and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The directors are satisfied that the Group and Parent Company has adequate resources to continue in
business for the foreseeable future. For this reason, the financial statements are prepared on a going concern
basis. The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website.
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
Emissions
The Group is not an intensive user of fossil fuels or electricity. As a result, it is not practical to determine
carbon emission with any degree of accuracy.
Supplier payment policy
It is the Group’s payment policy to pay suppliers in line with industry norms. These payables are paid on a
timely basis within contractual terms which is generally 30 to 60 days from date of receipt of invoice.
Branches outside the UK
The Group’s head office is in Hong Kong and the subsidiaries are located in Hong Kong, Malaysia, UK
and Singapore and Japan.
The Directors’ have chosen to produce a Strategic Report that discloses a fair review of the Group’s
business, the key performances metrics that the Directors review along with a review of the key risks to the
business.
Financial instruments and risk management
The Company is exposed to a variety of financial risks and the impact on the Company’s financial
instruments are summarized in the Risk Management Report. Details of the Company’s financial
instruments and exposure to various risks is disclosed in note 26 to the financial statements.
Environmental, social and Governance
A review of the Group’s approach to sustainability and societal impact during the year is set out below:
Climate Change
The Group recognise the importance of climate change triggered by Greenhouse Gases (GHG) from
burning fossil fuels.
Total emissions associated with activities under direct control of management (Scope 1 and 2 emissions)
remained at the same level in 2025 versus 2024. In terms of Energy efficiency, our energy usage was on the
same level in 2025 compared with 2024.
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Environmental
The Group’s operations are conducted in such a manner that compliance is maintained with legal
requirements relating to the environment in areas where the Group conducts its business. During the period
covered by this report, the Group has not incurred any fines or penalties or been investigated for any breach
of environmental regulations.
The Directors consider that due to the nature of the Group’s operations, it does not have a significant
impact on the environment. However, the Group seeks to minimize its carbon impact and recognizes that
its activities should be carried out in an environmentally friendly manner where practicable.
The Group’s environment impact is under continual review and the Group considers related initiatives on
an ongoing basis. In 2025, these included: continued reduction of waste and, where practicable, re-use and
recycling of consumables; conducted reduction of energy, water and other resources.
Office Environments
Management engages with its office provider and its facilities management provider to ensure a safe
environment for our employees.
Environmental management is overseen by the Chief Executive Officer. The Group complies with the
Companies Act 2006 (Strategic Report and Directors Report) Regulation 2013 and Companies (Directors’
Report) and Limited Liability Partnership (Energy and Carbon Report) Regulations 2018 known as SECR
(Streamlined Energy Carbon Reporting). Energy consumption and GHG emissions have been calculated
in line with the UK Government’s Environmental Reporting Guidelines; including streamlined energy and
carbon reporting guidance (March 2019). There were no prosecutions or compliance notices for breaches
of environmental legislation during the financial year.
Supply Chain
We are committed to ensuring that there is no slavery or human trafficking in our supply chain or in any
part of our business. We maintain strong working relationship with our suppliers and partners, in order to
enhance the efficiency of our business and create value, and make sure we treat suppliers in line with our
values and ethical standards. We continually assess our supplier and partner network, and leverage both
internal and external expertise to ensure appropriate relationship and fair economics.
Governance
The Board takes issues of governance seriously and seeks to ensure transparency and streamlined
administration. The Directors bring a broad range of technical, commercial, business, accounting, auditor
and corporate finance expertise. Culturally, the Board demonstrates a high degree of integrity, fairness and
non-discrimination and promotes values through the organization.
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TCFD Disclosure
Governance
a) Describe the Board’s
oversight of climate-
related risks and
opportunities.
The Board acknowledges the financial implications
of climate change and considers the related risks
and opportunities through regular communication
between the two Executive Directors and the two
Non-Executive Directors. This communication is
focused on risks and opportunities that arise on an
ongoing informal basis.
Through those discussions the Board has assessed
that at the current time there are no climate-related
risks or opportunities that would have a material
impact on the Group or the wider community. This
is in the context of the Group currently having 25
employees and substantially all of the climate
impact of the Group being driven by regulatory
imperatives. The Board will keep this assessment
under regular review.
b) Describe management’s
role in assessing
and managing
climate-related risks and opportunities.
The Board oversees the long-term impact of
climate-related risks and opportunities on the
organisation’s strategy and risk appetite. Senior
management regularly attend ESG seminars and
relevant updates are provided to the Board. Each
staff individually will seek to make personal
decisions so as to minimise climate-related risks.
This manifests itself in seeking to minimise travel
by, for example, working from home and/or use
the Zoom/Team portal meeting with business
travellers instead of travelling.
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TCFD Disclosure (cont’d)
Strategy
c) Describe the climate-
related risks and
opportunities the
organisation has
identified over the
short, medium and long
term.
The Group has not identified any material climate-
related risks and opportunities in the short-term.
Medium and longer-term assessments will depend
on what acquisitions are made by the Group and
accordingly the Board will reassess those climate-
related risks and opportunities as soon as
practically possible following an acquisition.
d) Describe the impact
of climate-related risks
and opportunities on
the organisation’s
businesses, strategy
and financial planning.
The Group has assessed the impact of climate
change risks to ensure financial resilience and
operational continuity. The conclusion is that
climate change represents a negligible impact and
that these risks are not material. Individual
employees are encouraged to take climate matters
into account when planning how they wish to work
and management offer maximum flexibility to
facilitate this.
e) Describe the resilience of the organisation’s
strategy, taking into
consideration different climate-related scenarios,
including a
2°C or lower scenario.
The Group does not foresee any impact on its
resilience arising from all foreseeable climate-
related scenarios, including a full two degrees of
warming. All climate change risks will continue to
be monitored.
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TCFD Disclosure (cont’d)
Risk Management
f) Describe the organisation’s
processes for identifying and
assessing climate- related risks.
Climate Risk is considered as part of the annual
business review. This will be kept under review as
the organisation grows.
g) Describe the organisation’s
processes for managing
climate-related risks.
The process for managing such risks is to provide
all 25 employees with the flexibility to manage
those limited risks that are under their control.
h) Describe how processes
for identifying, assessing and
managing climate-related risks are
integrated into the organisation’s overall risk
management.
The Board assessed the risks across short, medium,
and long-term timeframes, ultimately determining
that these were immaterial to the balance sheet.
Metrics and Targets
(i) Disclose the metrics
used by the organisation to assess
climate-related risks and
opportunities in line with its strategy and risk
management process.
The Group does not seek to measure climate-
related risks as they are not considered material.
The Board will reconsider this position on any
material change to the Group or its activities.
(j) Disclose Scope 1, 2, and, if appropriate, Scope 3
greenhouse gas emissions, and the related risks.
The Group’s activities are outside the scope of the
Global
GHG
Accounting
and
Reporting
Standards.
(k) Describe the targets
used by the organisation to manage climate-related
risks and
opportunities and performance against target.
The Group currently has not set specific targets or
commitments.
Notwithstanding, the Board is
pleased to note that employees continue to do what
they can to reduce climate risk by working from
home and minimise the business travel by each
employee. The Board will reconsider this position
on any material change to the Group or its
activities.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE PERIOD ENDED 31 MARCH 2025
Disclosures of Information to Auditors
Each of the person who is a director of the Company at the date of approval of the Annual Report confirms
that:
So far as each Director is aware, there is no relevant audit information of which the Group and
Company’s auditor is unaware; and
The Directors have taken all steps that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to establish that the Group and Company’s
auditor is aware of this information.
Independent auditors
Johnsons Financial Management Limited (“Johnsons, Chartered Accountants”) was appointed as statutory
auditor of the Group for the year ended 31 March 2025 under section 489 of Companies Act 2006 during
the year. Johnsons, Chartered Accountants have expressed their willing to continue in office as auditors. A
resolution proposing their re-appointment as auditors will be put to the shareholders at the Annual General
Meeting.
The Directors’ Report has been approved by the Board and signed on its behalf by:
Iain Muir
Non Executive Chairman
31 July 2025
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
RISK MANAGEMENT REPORT
To mitigate the risks outlined below, the Group will focus on accelerating product innovation and
expanding geographically into key regions such as ASEAN, Europe, and the UK, while tailoring offerings
to local needs. We will enhance competitiveness by implementing dynamic pricing and cost optimization,
invest in scalable infrastructure and cybersecurity to safeguard reputation and operational resilience, and
strengthen succession planning to reduce dependency on key personnel. Further, we will monitor market
trends and regulations closely, diversify payment channels to adapt to shifting consumer behaviour, and
maintain strategic agility to respond to economic, political, and social changes, ensuring sustainable growth
and profitability.
The Group has undertaken an evaluation of the risks it is exposed to which are summarised as follows:
If the Group cannot keep pace with rapid developments and change in its industry and provide
new services to its clients, the use of its services could decline, reducing its revenue and
profitability
The Group faces competitive pressure from new or existing competitors which may have more significant
financial resources, consumer awareness and scale and may introduce new products and services.
The Group’s ability to remain competitive depends in part on its ability to offer competitive pricing
Certain of the Group’s competitors may have greater financial, technological and marketing resources than
it does or, in the case of certain markets (in particular any potential new markets), greater local knowledge
and presence, greater customer bases, volume, scale and market share.
Negative publicity could impact negatively on the Group’s business and reputation
The diminution in the perceived quality associated with the Group’s products or services as a result of
reputational damage or otherwise could harm the Group’s business, which can adversely affect its ability to
attract and retain customers. The Group’s reputation could be damaged by any number of issues, including
operational or user experience failures, data breaches, or negative press or social media reports.
The Group may fail to successfully execute its strategy, including expanding its share of its
existing markets, developing new capabilities and expanding into new geographies
The Group’s future growth and profitability depend upon the growth of the markets in which it currently
operates, the future expansion of those markets, its ability to develop new products and services (such as
RC3.0, RC ERP, Prepaid Card Issuance in ASEAN, Europe and UK region) that are commercially
successful and its ability to increase its penetration and service offerings within these markets, as well as its
ability to penetrate new markets, particularly in Europe.
Dependence on key personnel
The Group is managed by a number of key personnel, including the Key Executive Directors, some of
whom have significant experience within the payments sector and who may be difficult to replace. The loss
of the Key Executive Directors and/or key senior personnel could have a material adverse effect on the
Group.
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Demand for the Group’s products and services may be affected by global and regional changes,
including economic, social and political changes
The Group may be affected by a number of macroeconomic factors, events and conditions, including
political and social conditions (such as any policy which might affect the ability of Regal Crown HK to do
business with Chinese customers), payment habits and trends including the number of transactions
involving the Hong Kong dollar, economic growth rates, and government outlook, spending and regulation,
such as protectionist policies and legislation.
Inability to manage growth
The Group intends to grow the business. The Group’s future growth may place increasing and significant
demands on its management, operational and financial systems, infrastructure and other resources and will
therefore depend on its ability to expand and improve operational, financial and management information
and control systems in line with its growth. Failure to do so could have an adverse effect on the Group’s
business and its operating results. Further, any acquisitions will carry an element of risk, including the
difficulty of integrating the operations and personnel of the acquired business and the inability to obtain
the anticipated return from such investment.
A decline in the use of debit cards as a payments mechanism or adverse developments with respect
to the digital payments industry in general could have a material adverse effect on the Group’s
business, financial condition and results of operations
If customers do not continue to use credit or debit cards as a payments mechanism for their transactions
or if there is a change in the mix of payments between cash, alternative currencies, credit and debit cards
or new payments systems which is adverse to the Group, it could have a materially adverse effect on it
business, financial condition and results of operations. A potential tightening of credit underwriting criteria
by financial institutions may make it more difficult or expensive for customers to gain access to credit
facilities such as credit cards. Moreover, if there is an adverse development in the digital payments industry
in general, such as new legislation or regulation that makes it more difficult for the Group’s clients to do
business or which results in financial institutions seeking to charge their customers additional fees for card
usage, cardholders may reduce their reliance on cards, which could have a material adverse effect on the
Group’s business, financial condition and results of operations.
Compliance with Licensing Terms (HK & UK):
The Group must comply with all conditions under the Hong Kong Money Lender License and UK Money
Transfer License, including reporting, operational standards, and regulatory disclosures. Failure to comply
may result in suspension, penalties, or reputational damage. Regular audits, staff training, and legal reviews
are essential to maintain licensing integrity and ensure continued business operations.
Compliance with Money Laundering Regulations:
Strict adherence to AML and CTF laws is vital. The Group must implement KYC procedures, monitor
transactions, report suspicious activity, and maintain records. Staff must be trained regularly, and systems
reviewed to meet Hong Kong’s AMLO and UK’s FCA standards. Non-compliance may lead to fines, legal
action, and reputational harm.
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
IT Systems: Data Security Risks:
The Group must protect customer and operational data from breaches and cyber threats. This includes
encryption, access controls, regular audits, and incident response plans. Compliance with Hong Kong’s
Personal Data (Privacy) Ordinance and international standards like ISO 27001 is essential to maintain trust
and operational resilience.
Funding Risks:
The Group’s growth depends on stable funding. Risks include reliance on limited financiers, credit
tightening, and market volatility. Mitigation includes diversifying funding sources, maintaining liquidity
buffers, and optimizing cash flow. Transparent financial reporting and proactive investor engagement are
key to sustaining capital access and business continuity.
The Group is at risk of fraud
Combating fraud is a challenge because transactions are conducted between parties who are not physically
present, which in turn creates opportunities for misrepresentation and abuse. Online businesses are
especially vulnerable because of the convenience, immediacy and anonymity of transferring funds from one
account to another and subsequently withdrawing them.
The Group is not currently involved in the supply of any regulated services which would require a licence
or authorisation (such as the processing of transactions) I or the direct handling of client money and as
such it would not normally expect to be primarily responsible should any fraudulent activity impact a
particular transaction. However, it cannot however be excluded that the Group could be party in any
litigation or investigation in the future in relation to fraudulent transactions, even where the Group is not
directly involved. Examples of fraud could include organised criminal activity or when a person knowingly
uses a stolen or counterfeit credit or debit card, card number, or other credentials to record a false sale or
credit transaction or intentionally fails to deliver the merchandise or services sold in an otherwise valid
transaction. Criminals are using increasingly sophisticated methods to engage in illegal activities such as
counterfeiting credit and debit cards and fraud. There is also a risk the Group’s employees could engage in
or facilitate fraudulent activity on their own behalf or on behalf of others. Moreover, is possible that
incidents of fraud could increase in the future.
The Group nonetheless takes measures to detect and reduce the risk of fraud, by carrying out checks on
the Dow Jones database before the transaction can proceed. Separate checks are also carried out by other
parties involved in the value chain. These measures may however not be effective against new and
continually evolving forms of fraud or in connection with new product offerings. If these measures do not
succeed, the Group’s business, financial condition, results of operations and prospects may be materially
and adversely affected.
This Risk Management Report has been approved by the Board and signed on its behalf by
Iain Muir
Non Executive Chairman
31 July 2025
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
CORPORATE GOVERNANCE STATEMENT
The Board of RC365 Holding Plc recognises that robust corporate governance is essential for achieving
strategic objectives and delivering long-term value to shareholders. The Company has adopted the UK
Corporate Governance Code and applies the principles of the QCA Corporate Governance Code (2018)
as appropriate for its size and nature. The QCA Code outlines ten principles of corporate governance,
which the Company has committed to embedding within its operations:
1.
Establish a strategy and business model that promote long-term value for shareholders;
2.
Seek to understand and meet shareholder needs and expectations;
3.
Take into account wider stakeholder and social responsibilities and their implications for long-term
success;
4.
Embed effective risk management, considering both opportunities and threats, throughout the
organisation;
5.
Maintain the board as a well-functioning, balanced team led by the Chair;
6.
Ensure that directors collectively possess up-to-date experience, skills, and capabilities;
7.
Evaluate board performance based on clear and relevant objectives, seeking continuous
improvement;
8.
Promote a corporate culture based on ethical values and behaviours;
9.
Maintain governance structures and processes that are fit for purpose and support effective
decision-making;
10.
Communicate how the Company is governed and performing through dialogue with shareholders
and stakeholders.
Principle 1 - Business Model and Strategy
RC365 Holding Plc is a United Kingdom-based fintech company (Ticker: RCGH) listed on the London
Stock Exchange, operating primarily in East and Southeast Asia through its subsidiaries, Regal Crown
Technology Limited, RCPAY Limited (UK), and RC365 Technology SDN BHD (Malaysia). The Company
provides payment gateway solutions (online and offline), IT support and security services, prepaid card
consultancy, licensed money services, and enterprise resource planning (ERP) services. It serves
multinational merchants, SMEs, and individuals, with a focus on expanding payment gateway services into
the UK, Europe, and Singapore.
The Company’s strategy is to deliver innovative fintech solutions, including secure cross-border payment
services and IT software development, to meet the banking needs of the Asian community and beyond.
Recent initiatives include securing exclusive rights to YouneeqAI’s AI-driven personalization platform in
the UK and a £4 million convertible loan note with Mill End Capital to support global expansion. For
further details on the market, strategy, and principal risks, shareholders are referred to the Strategic Report
in the latest Annual Report and Accounts, available at
www.rc365plc.com
.
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Principle 2 - Understanding Shareholders’ Needs and Expectations
The Board, led by the CEO, coordinates communication with shareholders. The CEO serves as the primary
spokesperson, engaging with investors, brokers, and other stakeholders. The Company maintains an active
dialogue through:
Regular updates on the Company’s website and via Regulatory News Service (RNS)
announcements;
Annual and interim reports providing comprehensive updates on performance;
Meetings with shareholders and brokers, compliant with Market Abuse Regulation (MAR);
The Annual General Meeting (AGM), where shareholders are encouraged to engage directly with
the Board.
Contact details are provided on the Company’s website (
www.rc365plc.com
) and in all RNS
announcements to facilitate communication. The Company also engages with stakeholders through events
such as the Hong Kong Economic Summit, where its subsidiary, Regal Crown Technology, served as a co-
sponsor in 2024.
Principle 3 - Consider Wider Stakeholder and Social Responsibilities
The Board recognises its stakeholders—employees, customers, suppliers, and funders—as critical to long-
term success. The Company is committed to maintaining effective communication, fulfilling contractual
obligations, and promoting ethical practices. RC365 operates in multiple regions, including Hong Kong,
China, Malaysia, Singapore, the UK, and Europe, and considers the impact of its operations on these
communities.
Principle 4 - Risk Management
The Board is responsible for setting the Company’s risk management objectives and policies to minimise
risks while supporting operational efficiency. The risk management process includes identifying, assessing,
and monitoring principal risks, with regular reviews of budgets and forecasts. The Company’s focus on
cybersecurity consultation services and IT technical support underscores its commitment to mitigating
technology-related risks.
Principle 5 - A Well-Functioning Board of Directors
The Board comprises TWO Executive Directors (the CEO and CFO ) and2
Non-Executive Directors,
including The Board provides a balanced team with expertise in fintech, financial management, and public
markets. The Board considers the Non-Executive Directors to be sufficiently competent and to function
effectively as a unit and in their respective Committees. It is responsible for setting strategic goals, approving
budgets, overseeing major capital expenditure, and monitoring internal controls and risk management
frameworks.
The Board meets regularly throughout the year (either in person or by video conference call). Additionally,
special meetings will take place or other arrangements will be made when Board decisions are required in
advance of regular meetings. During the year ended 31 March 2025, ten board meetings were held. All
Directors were in attendance at the meeting, either in person or by video conference call.
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Principle 6 - Appropriate Skills and Experience of the Directors
The Board’s composition ensures a diverse range of skills relevant to the Company’s fintech operations.
Key personnel include:
Michael Law
– Executive Director and Chief Executive Officer: Leads the Company’s strategic
initiatives, including partnerships with global fintech companies and expansion into new markets.
Vincent Hon Keung
CHEUNG
– Executive Director and CFO, whom is a fellow member of
the ACCA and with more than 20 years of solid experience in accounting and finance field.
Iain Muir
– Independent Non-Executive Director: Brings expertise relevant to the Company’s
operations, supporting governance and strategic oversight.
Ajay Rajpal
– Independent Non-Executive Director: Brings expertise relevant to the Company’s
operations, supporting governance and strategic oversight.
Directors have access to external advisers, including lawyers and auditors, and may obtain independent legal
advice at the Company’s expense.
Principle 7 - Evaluation of Board Performance
The Board conducts formal annual evaluations of its performance, as well as that of its committees and
individual Directors, typically around the publication of the Annual Report. The process includes one-to-
one reviews with the Chairman and Senior Independent Director, and ongoing monitoring for succession
planning. The Independent Non-Executive Director oversees the assessment of Executive Directors’
performance against agreed financial and non-financial metrics, such as revenue growth and client
acquisition.
Principle 8 - Corporate Culture
The Board promotes a corporate culture rooted in ethical values, simplicity, empowerment, and innovation.
The Company maintains an employee handbook with clear guidance on expected behaviours and upholds
a zero-tolerance policy towards modern slavery, discrimination, bribery, or unethical conduct. RC365’s
diversity policy fosters an inclusive workplace, supporting employees across its operations in Hong Kong,
China, Malaysia, Singapore, the UK, and Europe.
Principle 9 - Maintenance of Governance Structures and Processes
The Board provides strategic leadership within a robust governance framework, ensuring the delivery of
long-term shareholder value. Key governance structures include:
An organisational structure with defined responsibilities;
A comprehensive annual budgeting process, producing integrated profit and loss, balance sheet,
and cash flow statements;
Detailed monthly performance reporting;
Central control over capital expenditure and banking facilities.
The CEO leads corporate governance efforts, while Non-Executive Directors provide independent
oversight. Recent governance actions include the incorporation of RC365 Solutions SDN in Malaysia to
support regional expansion.
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Principle 10 - Shareholder Communication
The Board is committed to transparent communication with shareholders through:
Annual and Interim Reports, providing a comprehensive assessment of the Company’s position
and prospects;
The AGM, which includes an open question-and-answer session;
RNS announcements and website updates, with results of shareholder meetings and voting details
published promptly.
The Company engages with stakeholders through investor presentations, conferences, and events such as
the Hong Kong Economic Summit and the AWS Summit. All reports and press releases are available at
www.rc365plc.com
.
Internal Controls
The Board is responsible for the Company’s system of internal controls, which provides reasonable
assurance against material misstatement or loss. Key elements include:
Close management of day-to-day activities by the Executive Director;
An organisational structure with defined responsibilities;
Detailed budgeting and monthly performance reporting;
Central control over capital expenditure and banking facilities.
The Board considers an internal audit function unnecessary at this stage, given the Company’s size and
resources, but continues to review its internal control systems for compliance with best practices.
Approved by the Board and signed on its behalf by:
Iain Muir
Non Executive Chairman
31 July 2025
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
AUDIT COMMITTEE REPORT
As Chair of the Audit and Risk Committee (“the Committee”), I am pleased to present our Audit
Committee Report for the year ended 31 March 2025.
The Board has established an audit committee and a remuneration committee and delegated various
responsibilities to these committees, to assist the Board in discharging its duties and overseeing its duties
and aspects of the Company and its subsidiaries’ activities.
The Audit Committee comprises two Non-Executive Directors: Iain Muir (Chair) and Ajay Rajpal. The
Audit Committee receives, and reviews reports from the Group’s management and external auditors
relating to the interim and annual accounts and the accounting and internal control systems in use
throughout the Group.
The key responsibilities of the Committee are to:
• Review the significant issues and judgments of management, and the methodology and assumptions used
in relation to the Group’s financial statements and formal announcements on the Group’s financial
performance;
• Review the Group’s going concern assumptions;
• Assess the effectiveness of the Group’s system of internal controls, including financial reporting and
financial controls;
• Consider and make recommendations to the Board on the appointment, reappointment, dismissal or
resignation and remuneration of the external auditor; and
• Assess the independence and objectivity of the external auditor and approve and monitor the application
of the external auditor business standard.
External auditor
The Company’s external auditor is Johnsons Financial Management Limited, who were appointed with
effect from the year ended 31 March 2025. Having reviewed the auditor’s independence and performance
to date, the Committee recommended to the Board to put them forward at the AGM to stand as auditors
for the next financial period.
Internal audit
The Board considers the internal control system to be adequate for the Company. The Audit Committee
reviews the scope and scale of the non-audit services undertaken by the auditors in order to ensure that
their independence and objectivity is safeguarded. The Directors recognise the business will increase in
complexity as it grows, and they will review the internal control system to ensure it responds to any change.
The Group currently do not have an internal audit function.
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Risk management and internal controls
The principal risks facing the Group are summarised on page 19 of this Report. The internal controls of
the Group are set out in the Financial Reporting Procedures Manual which was reviewed and reported on
by the Reporting Accountants in connection with the IPO. The Committee carries out an annual risk
assessment and review of mitigating controls.
This report was approved by the board on 31 July 2025.
Iain Muir
Non Executive Chairman
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE PERIOD ENDED 31 MARCH 2025
REMUNERATION COMMITTEE REPORT
The items included in this report are unaudited unless otherwise stated.
The remuneration committee consists of Ajay Rajpal (Chair) and Iain Muir. This committee’s primary
function is to review the performance of executive directors and senior employees and set their
remuneration and other terms of employment.
The Company has 2 Executive Directors and 2 Non-Executive Directors
The remuneration policy
It is the aim of the committee to remunerate executive directors competitively and to reward performance.
The remuneration committee determines the Group’s policy for the remuneration of executive directors,
having regard to the QCA Corporate Governance Code and its provisions on directors’ remuneration.
Although there is no formal Director or senior employee shareholding policy in place, the Board believe
that share ownership by Directors and senior employees strengthen the link between the personal interest
and those of shareholders.
No views were expressed by shareholders during the period on the remuneration policy of the Group.
Service agreements and terms of appointment
The Non-Executive Directors have service contracts with the Group.
Directors’ interests
The directors’ interests in the share capital of the Company are set out in the Directors’ report.
Directors’ emoluments (audited)
Group
RC365 Holding Plc
2025
HK$
2024
HK$
2025
HK$
2024
HK$
Chi Kit Law
1,750,000
2,183,561
-
-
Timothy Wai Yiu
Tang
160,000
240,000
-
-
Hon Keng
Cheung
120,000
-
-
-
Robert Cairns
100,000
-
100,000
-
Iain Muir
29,167
-
29,167
-
Ajay Rajpal
250,000
260,000
250,000
260,000
Total
2,409,167
2,683,561
379,167
260,000
The highest paid Director of the Company in the period was Mr. Chi Kit Law, who was paid a total of
HK$1,750,000 (2024: HK$2,183,561).
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
Considerations of shareholder views
The Committee considers shareholder feedback received. This feedback, plus any additional feedback
received from the time to time, as part of the Group’s annual policy for remuneration.
Policy for salary reviews
The Committee may from time to time seek to review salary levels of Directors, taking into account
performance, time spent in the role and market data for the relevant role. It is intended that there will be a
salary review during the next fiscal year.
Policy for new appointment
It is not intended that there will be any new appointments to the Board in the near term. It is intended that
a full review of the Board will take place on an annual basis.
Other Matters
The Group does not currently have any annual or long term incentive schemes in place for any of the
Directors and senior employees.
Approval by shareholders
At the next annual general meeting of the Group a resolution approving this report is to be proposed as an
ordinary resolution.
This report was approved by the board on 31 July 2025.
Ajay Rajpal
Non Executive Director
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holdings Plc
1. Opinion
We have audited the financial statements of RC365 Holdings Plc (the “Parent Company”) and its
subsidiaries (together the “Group”) for the year ended 31 March 2025 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Position, the
Consolidated and Company Statement of Changes in Equity, the Consolidated and Company Statement of
Cash Flows, and related notes to the financial statements, including significant accounting policies. The
financial reporting framework that has been applied in the preparation of the Group’s financial statements
is applicable law and UK adopted International Financial Reporting Standards (“UK adopted IFRS”).
In our opinion the financial statements:
•
give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31
March 2025, and of the Group’s loss for the year then ended;
•
have been properly prepared in accordance with UK adopted IFRS; and
•
have been prepared in accordance with the requirements of the Companies Act 2006.
2.Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the audit of the financial statements section of our report. We are independent of the
Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical Standard applicable to listed entities, and
we have fulfilled our other ethical responsibilities in accordance with those requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
3.Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the Group’s and Parent Company’s ability to continue to adopt the going concern basis of
accounting included:
We confirmed our understanding of management’s going concern assessment process and engaged
with management early to ensure all key factors were considered in their assessment;
We evaluated management’s going concern assessment which included assessing their evaluation
of business and strategic plans, liquidity and funding positions for the group and the parent
company;
We assessed the appropriateness of key assumptions made by management in preparing cash flow
forecasts for a period of at least twelve months from the date of approving the financial statements;
We evaluated forecasts prepared by management to recent historical financial information
performance to confirm the accuracy of these forecasts;
We obtained direct confirmation from investors confirming planned investment into the Group
during the going concern period; and
We assessed the going concern disclosures included in the annual report for compliance with the
reporting standards.
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc (continued)
Based on the work we have performed, we have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant doubt on the Group’s and Parent
Company’s ability to continue as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report. However, because not all future events or conditions can be predicted,
this statement is not a guarantee as to the Group’s and Parent Company’s ability to continue as a going
concern.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Group and its environment, including the
Group’s system of internal control, and assessing the risks of material misstatement in the financial
statements. We also addressed the risk of management override of internal controls, including assessing
whether there was evidence of bias by the directors that may have presented a risk of material misstatement.
The scope of our audit was influenced by the level of materiality we determined.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion
on the financial statements as a whole, taking into account an understanding of their activities, the
accounting processes and controls, and the industry in which the Group operates.
Our planned audit
testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of
material misstatement.
During the audit we reassessed and re-evaluated audit risks and tailored our approach accordingly. The
audit testing included substantive testing on significant transactions, balances and disclosures, the extent of
which was based on various factors such as our overall assessment of the control environment, the
effectiveness of controls and the management of specific risks.
We communicated with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant findings, including any significant deficiencies in internal control that
we identified during the audit.
Our involvement with component auditors
We designed an audit strategy to ensure that we obtained the required audit assurance for each component
for the purposes of our Group audit opinion (in accordance with ISA 600 (Revised - UK)). Components
were scoped in to address aggregation risk and to ensure sufficient coverage was obtained of group balances
on which to base our audit opinion. For the work performed by component auditors in Hong Kong and
Malaysia, we determined the level of involvement needed in order to be able to conclude whether sufficient
appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements
as a whole. Our involvement with component auditors included the following:
Detailed Group reporting instructions were sent, which included the significant areas to be covered by
the audits (including areas that were considered to be key audit matters as detailed below), and set out
the information required to be reported to the Group audit team.
The Group audit team performed procedures independently over certain key audit risk areas, as
considered necessary, including the key audit matters below.
Regular communication took place between ourselves as group auditor and the component auditors
throughout the planning and execution phases of the audit.
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc (continued)
The Group audit team was actively involved in risk assessment and the direction of the audits
performed by the component auditors for Group reporting purposes, review of their working papers,
consideration of findings and determination of conclusions drawn.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether due to fraud or error) we identified, including those which had the greatest
effect on the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter description
How the matter was addressed in our audit
Going Concern
The Directors have prepared a cashflow
forecast covering monthly periods through to
31 July 2026. This forecasts that the Group and
Company being able to continue on a going
concern basis for at least the next twelve
months from the date of this report.
Significant auditor attention was focussed in
this area because of the existence of events or
conditions which may give rise to going
concern issues such as the ability of the group
to raise financing to fund its operations. In
addition, the Group has incurred losses from
operating activities for a number of reporting
periods. The loss after tax from continuing
operations for the year ended 31 March 2025
was HK$ 30,691,910 (2024: HK$ 31,586,093).
The group’s operations are mainly located in
Hong Kong.
These matters require auditor judgement on
whether the Group and Company will be able
to fund its operations and future projects for a
period at least twelve months from the date of
this report.
We performed the following audit procedures:
•
We confirmed our understanding of management’s
going concern assessment process and engaged with
management early to ensure all key factors were
considered in their assessment.
•
We checked cash at bank held at 31 March 2025 of
HK$ 11,775,409 to supporting documentation,
including bank statements. We confirmed significant
bank balances held by the Group that are considered
in management’s going concern assessment.
• We evaluated management’s going concern assessment
which included assessing their business and strategic
plans, liquidity and funding positions for the group.
We checked that the going concern assessment from
management covered a period of at least 12 mo
nths
from the expected date of approval of financial
statements. We also challenged the appropriateness
of judgements and assumptions considered by
management in the cashflow forecasts and obtained
corroborative evidence, wherever available, for key
assumptions made.
•
We assessed the appropriateness of management’s
forecasts by comparing them to the Group’s recent
historical financial performance and evaluating the
consistency of underlying assumptions with past
trends and available supporting evidence
•
We obtained direct confirmations from investors
identified by management to confirm their intention
and willingness to invest in the Group within the next
12 months, in accordance with the requirements of
ISAs (UK).
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•
We checked whether the disclosures in the financial
statements were fairly stated, complete and accurate
in all material respects.
Conclusion:
We have completed our planned procedures.
We are of the view there are no material uncertainties
which exist in relation to the Group’s and Company’s
status as going concern.
Impairment of Intangible assets (Group)
Where indicators of impairment exist during
the reporting period, management and the
directors
are
required
to
perform
an
impairment review over the carrying values of
the Group’s intangible assets.
Management has assessed Group’s intangible
assets for impairment and has recognised
impairment provision of HK$ 19,625,320
(2024: nil) for the year ended 31 March 2025.
There are significant judgements to consider in
assessing value in use of intangible assets and
associated cashflow forecasts.
We performed the following audit procedures:
•
We reviewed impairment assessment performed by
management for intangible assets as of year-end.
•
We challenged management on the reasonableness of
their business plans supporting the recognition and
carrying value of intangible assets, including licences
and internally developed assets, and assessed the
associated forecast cash flows where applicable.
•
We assessed the procedures performed by the
component auditor on the impairment assessment of
ERP asset recognised by the Group as of year-end.
•
We involved auditor’s expert to assess and challenge
discount rate (WACC) applied by management in
discounting forecast cashflows.
•
We evaluated the appropriateness of the forecast
period applied by management in estimating future
free cash flows, considering the nature of the
business and industry practice.
•
We ensured the mathematical accuracy of the value-
in-use calculations performed by management.
•
We assessed the disclosures in the financial
statements for completeness and accuracy.
Conclusion: Based on the procedures performed, we
conclude that the impairment provision recognised
by
management
on
the
intangible
assets
is
appropriate as of year-end.
Impairment of investment in subsidiaries
and receivables from subsidiaries (parent
company)
Where indicators of impairment exist during
the reporting period, management and the
directors
are
required
to
perform
an
impairment review over the carrying values of
the investment in subsidiaries and receivables
We performed the following audit procedures:
•
We reviewed impairment assessment performed by
management for investment in subsidiaries and
receivable from subsidiaries by the parent company
as of year-end.
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from subsidiaries in the books of parent
company at year-end.
Management
has
assessed
investment
in
subsidiaries and receivable from subsidiaries
for impairment and has recognised impairment
of HK$ 7,536,240 (2024: nil) and HK$
11,340,603 (2024: nil) respectively for the year
ended 31 March 2025.
There are significant judgements to consider in
assessing value in use of investment in
subsidiaries and receivables from subsidiaries
and associated cashflow forecasts.
•
We challenged management on the appropriateness
of the assumptions and judgments supporting the
cashflow forecasts of subsidiaries.
•
We involved auditor’s expert to assess and challenge
discount rate (WACC) applied by management in
discounting forecast cashflows.
•
We evaluated the appropriateness of the forecast
period applied by management in estimating future
free cash flows, considering the nature of the
business and industry practice of each material
subsidiary.
•
We ensured the mathematical accuracy of the value-
in-use calculations performed by management.
•
We assessed the disclosures in the financial
statements for completeness and accuracy.
Conclusion: Based on the procedures performed, we
conclude that the impairment provision recognised by
management on the intangible assets is appropriate as of
year-end.
Accounting for divestiture of subsidiary
The Group during the year has disposed RC
Pay Ltd (Hong Kong) for a consideration of
HK$ 400,000.
There is a risk that the disposal of subsidiary by
the Group and the parent company is not
accounted appropriately for the year-ended 31
March 2025.
We performed the following audit procedures:
•
We checked the sale agreement entered by the Group
for the sale of Hong Kong subsidiary.
•
We evaluated the appropriateness of accounting
performed
by
management
and
assessed
its
compliance with requirements of IFRS adopted by
the UK.
•
We checked the profit or loss calculations performed
by management on the sale of subsidiary.
•
We checked the receipt of the consideration to the
bank statement.
•
We assessed the disclosures in the financial
statements for completeness and accuracy including
consideration of discontinued operations as required
under IFRS adopted by the UK.
Conclusion: We have completed our planned procedures,
no material issues or exceptions have arisen.
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc (continued)
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that,
individually or in aggregate, would change or influence the economic decision of a reasonably
knowledgeable user of those financial statements. Misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of the identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on the financial statements as a
whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results.
Materiality
Group
Prent company
Overall
materiality
HK$ 141,000 (2024: HK$ 379,800)
HK$ 39,000 (2024: HK$ 379,800)
Basis for
determining
overall
materiality
Materiality was determined based on 1%
(2024: 2%) of the Group’s revenue.
We believe that the stakeholders of Group
are primarily focused on the revenue as this
determines the success of the products
launched by the Company and its recent
acquisitions.
Materiality was determined based on the
total assets of the parent company.
The nature of the parent company is that of
holding company for the group. We believe
that the total assets as most appropriate basis
for
determining
materiality
as
the
stakeholders focus on the total assets to
assess parent company’s ability to provide
support to subsidiaries when required.
Performance
materiality
HK$ 70,000 (2023: £265,860)
We set performance materiality based on
50% (2024:70%) of overall materiality.
Performance materiality is the application of
materiality at the individual account or
balance level, set at an amount to reduce, to
an appropriately low level, the probability
that the aggregate of the uncorrected and
undetected
misstatements
exceeds
mate
riality for the financial statements as a
whole.
In determining performance materiality, we
considered several factors including our
understanding of the control environment
of the Group.
HK$ 19,500 (HK$ 265,860)
We set performance materiality based on
50% (2024:70%) of overall materiality.
Performance materiality is the application of
materiality at the individual account or
balance level, set at an amount to reduce, to
an appropriately low level, the probability
that the aggregate of the uncorrected and
undetected
misstatements
exceeds
materiality for the financial statements as a
whole.
In determining performance materiality, we
considered several factors including our
understanding of the control environment
of the parent company.
Error
reporting
threshold
We agreed to report any corrected or
uncorrected adjustments exceeding HK$
7,000 (2024: HK$ 19,000) to the Audit
Committee as well as differences below this
threshold that in our view warranted
reporting on qualitative grounds.
We agreed to report any corrected or
uncorrected adjustments exceeding HK$
1,950 (2024: HK$ 19,000) to the Audit
Committee as well as differences below this
threshold that in our view warranted
reporting on qualitative grounds.
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This represents 5% of the overall materiality
of the Group.
This represents 5% of the overall materiality
of the parent company.
Other matters
The financial statements of RC365 Holding Plc for the year ended 31 March 2024 were audited by another
auditor who expressed an unmodified opinion with materiality uncertainty on going concern on those
statements on 29 July 2024.
Other information
Other information comprises the information in the annual report, including Chairman’s Statement,
Strategic Report, Board of Directors, Directors Report, Risk Management Report, Corporate Governance
Statement, Audit Committee Report and Remuneration Committee Report. The directors are responsible
for the other information contained within the annual report. Our opinion on the financial statements does
not cover the other information and, except to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken during the audit:
•
the information given in Strategic Report and Director’s Report the for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
•
the Strategic Report and Directors Report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and its environment obtained during the
audit, we have not identified material misstatements in the Strategic report and Directors Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc (continued)
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 12, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error. In preparing
the financial statements, the directors are responsible for assessing the Group’s and Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or Parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken based on these financial
statements.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud.
These audit procedures were designed to provide reasonable assurance that the financial statements were
free from fraud or error. The risk of not detecting material misstatement due to a fraud is higher than the
risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion.
Identifying and assessing potential risks arising from irregularities, including fraud
The extent of the procedures undertaken to identify and assess the risk of material misstatement in respect
of irregularities, including fraud, included the following:
We considered the nature of the industry and sector, the control environment, business performance
including remuneration policies and the Group’s own risk assessment that irregularities might occur as
a result of fraud or error. From our sector experience and through discussions with the directors, we
obtained an understanding of the legal and regulatory framework applicable to the Group focusing on
laws and regulations that could reasonably be expected to have a direct material effect on the financial
statements, such as provisions of the Companies Act 2006, UK tax legislation, London Stock Exchange
rules and regulations, Hong Kong company law and tax laws or those that had a fundamental effect on
the operations of the Group.
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc (continued)
We made enquiries of the directors and management concerning the Group’s policies and procedures
relating to:
o
Identifying, evaluating, and complying with the laws and regulations and whether they were
aware of any instances of non-compliance;
o
Detecting and responding on the risks of fraud and whether they had any knowledge of actual
or suspected fraud; and
o
The internal controls established to mitigate risks related to fraud or non-compliance with laws
and regulations.
•
We assessed the susceptibility of the Group’s and Parent Company’s financial statements to material
misstatement, including how fraud might occur by evaluating management’s incentives and
opportunities for manipulation of the financial statements. This included utilising the spectrum of
inherent risk and an evaluation of the risk of management override of controls. We determined that
the principal risks were related to posting inappropriate journal entries creating fictitious transactions
to improve financial performance, and management bias in accounting estimates specific to impairment
of intangible assets, impairment of goodwill, impairment of investment in subsidiary and related party
receivables.
Audit response to risks identified
In respect of the above procedures:
•
we corroborated the results of our enquiries through review of the minutes of the Board of
directors’ meetings,
•
we reviewed financial statement disclosures to supporting documentation to assess compliance
with applicable laws and regulations expected to have a direct impact on the financial statements,
•
we performed testing of journal entries, including those processed late for financial statements
preparation, those posted by infrequent or unexpected users, those posted to unusual account
combinations,
•
we evaluated the business rationale of significant transactions outside the normal course of
business and reviewed accounting estimates for bias,
•
we made enquiries of management around actual and potential litigation and claims,
•
we challenged the assumptions and judgments made by management in relation to significant
accounting estimates,
•
we obtained confirmations from third parties to confirm existence of certain balances, and
•
we communicated relevant laws and regulations and potential fraud risks to all engagement team
members and remained alert to any indication of fraud or non-compliance with laws and
regulations throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law or regulation is removed from the events
and transactions reflected in the financial statements, as we will be less likely to become aware of instances
of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error,
as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc (continued)
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Other requirements
We were appointed by the Group on 13 February 2025 to audit the financial statements of the Group for
the year-ended 31 March 2025.
We did not provide non-audit services which are prohibited by the FRC’s Ethical Standard to the Group,
and we remain independent of the Group in conducting our audit.
Our opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Group’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the Group’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
Group and the Group’s members as a body, for our audit work, for this report, or for the opinions we have
formed.
Edmund Cartwright, FCCA FMAAT (Senior Statutory Auditor)
for and on behalf of Johnsons, Chartered Accountants, Statutory Auditor
London, United Kingdom
Date: 31 July 2025
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Consolidated statement of comprehensive
income for the year ended 31 March 2025
The accompanying notes to the consolidated financial statements on pages 46 to 102 form an integral part
of these consolidated financial statements.
Notes
31 March 2025
31 March 2024
Restated
HK$
HK$
Continuing operations
Revenue
4
Cost of sales
(1,900,313 )
(87,228 )
Gross profit
Other income
5
Subcontracting fee paid
7
(4,211,989 )
(5,641,935 )
Staff costs
8
(7,099,269 )
(5,382,313 )
Other operating expenses
(9,022,893 )
(6,252,900 )
Depreciation on property, plant and equipment and right-of-
use assets and amortisation of intangible assets
7
(4,269,916 )
(3,110,619 )
Operating loss/profit
(6,744,646 )
Fair value gain on contingent consideration shares
Gain on disposal of a subsidiary
Fair value loss on financial assets at FVPL
(661,824 )
(33,511,816 )
Impairment losses
7
(23,642,590 )
Finance charges
6
(142,481 )
(175,755 )
Loss before income tax
7
(30,617,830 )
(31,188,137 )
Income tax expense
9
(188,969 )
(128,762 )
Loss for the year from continuing operations
(30,806,799 )
(31,316,898 )
Discontinued operations
Loss for the year from discontinued operations
28
(2,932,762 )
(5,568,034 )
Loss for the year after tax
(33,739,561 )
(36,884,932 )
Loss per share – basic and diluted (HK$)
-Continuing operations
10
(21.11
(24.62
-Discontinued operations
10
(2.01
(4.38
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Consolidated statement of comprehensive
income for the year ended 31 March 2025
31 March 2025
31 March 2024
HK$
HK$
Restated
Loss for the year
(33,739,561 )
(36,884,932 )
Other comprehensive income, net of tax
Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translation of financial statements
of foreign operations
Total comprehensive loss for the year
(33,553,742 )
(36,697,274 )
The accompanying notes to the consolidated financial statements on pages 46 to 102 form an integral part
of these consolidated financial statements.
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Consolidated statement of financial position
as at 31 March 2025
The accompanying notes to the consolidated financial statements on pages 46 to 102 form an integral part
of these consolidated financial statements. Approved by the Board and authorised for issue on 31 July 2025.
Hon Keung CHEUNG
Director
Company Registration number: 13289422
Notes
As at
As at
As at
31 March 2025
31 March 2024
1 April 202
3
HK$
HK$
HK$
Restated
Restated
ASSETS
Non
-
current assets
Goodwill
11
Loan receivables
17
Intangible assets
12
Property, plant and equipment
13
Right
-
of
-
use assets
14
Financial assets at FVPL
15
Current assets
Deposit and prepayments
16
Trade and other receivables
16
Loan receivables
17
Contract assets
4
Cash and cash equivalents
18
Current liabilities
Trade and other payables
19
Borrowings
20
Lease liabilities
21
Convertible loan
note
22
Tax payables
Amount due to a shareholder
19
Contract liabilities
19
Amount due to a director
19
Net current liabilities
(118,987 )
(761,381 )
Non
-
current liabilities
Lease liabilities
21
Contingent consideration
24
Net assets
EQUITY
Share capital
23
Share premium
Group reorganisation reserve
Exchange Reserve
(83,566 )
(271,224 )
Accumulated losses
(83,391,139 )
(49,651,578 )
(13,721,441 )
Total equity
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Consolidated statement of changes in equity
for the year ended 31 March 2025
The accompanying notes to the consolidated financial statements on pages 46 to 102 form an integral
part of these consolidated financial statements.
Share
capital
Share
premium
Translatio
n reserves
Group
reorganisation
reserves
Convertible
loan note
reserve
Accumulated
losses
Total
HK$
HK$
HK$
HK$
HK$
HK$
HK$
At 1 April 2023 as
previously reported
(271,224 )
(14,664,972 )
Prior period adjustments
(16,390,350 )
At 1 April 2023
(restated)
(271,224 )
(13,721,441 )
Loss for the year
(36,884,932 )
(36,884,932 )
Exchange difference on
consolidation
Total comprehensive loss
(36,884,932 )
(36,697,274 )
Issue of share capital
Issue of convertible loan
note
Restatement
(2,957,651 )
At 31 March 2024 and at
1 April 2024 (restated)
(83,566 )
(49,651,578 )
Loss for the year
(33,739,561 )
(33,739,561 )
Exchange difference on
consolidation
Total comprehensive loss
(33,739,561 )
(33,553,742 )
Release and
reclassification upon
deconsolidation of
subsidiaries
Issue of share capital
At 31 March 2025
(83,391,139
)
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Consolidated statement of cash flows for the
year ended 31 March 2025
31 March 2025
31 March 2024
HK$
HK$
Restated
Cash flows from operating activities
Loss before income tax
(33,550,592 )
(36,756,170 )
Less:
Loss
before income from discontinued operation
(2,932,762
)
(5,568,034 )
Loss before income from continu
ing
operation
(30,617,830 )
(31,188,137 )
Adjustments for:
Amortisation of intangible assets
Depreciation of property, plant and equipment
Written
-
off
of property, plant and equipment
Written
-
off of right
-
of
-
use
-
assets
Impairment loss on loan receivables
Fair value loss on financial assets at FVPL
Interest income
(342,306 )
(597,441 )
Fair value gain on contingent consideration
–
consideration shares
(60,651 )
(874,478 )
Net gain on disposal of financial assets at FVPL
(80,883 )
Impairment loss on goodwill
Gain on disposal of a subsidiary
(513,061 )
Impairment loss on Intangible assets
Finance charges
Operating cashflow before working capital changes
(2,803,220 )
Decrease/(Increase) in trade and other receivable
(1,825,163
)
Increase in contract assets
(855,410 )
Decrease in deposits and prepayments
Increase
in loan receivables
(1,705,500 )
Increase in trade and other payables
(1,124,568 )
Decrease in amounts due
from
a director
(830,102 )
Decrease in
contract liabilities
(2,964,022 )
Cash generated (used in)/from operating activities
(6,755,524 )
Income tax paid
(6,941 )
(35,769 )
Net cash generated (used in)/from operating activities –
continuing operations
(6,762,465 )
Net cash generated (used in)/from operating activities –
discontinued operations
(2,538,446 )
(5,589,394 )
Net cash generated (used in)/from operating activities
(9,300,911 )
Cash flow from investing activities
Acquisition of intangible assets
(230,000 )
(2,738,575 )
Acquisition of property, plant and equipment
(317,162 )
(65,380 )
Proceeds from disposal of financial assets at FVPL
Net cash inflow for the disposal of a subsidiary
Net cash outflow for the acquisition of subsidiaries
(545,826 )
Interest received
Net cash generated from/(used in) investing activities –
continuing operations
(2,672,844 )
Net cash generated from/(used in) investing activities –
discontinued operations
Net cash generated from/(used in) investing activities
(2,672,844 )
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The accompanying notes to the consolidated financial statements on pages 46 to 102 form an integral part
of these consolidated financial statements.
Consolidated statement of cash flows for the
year ended 31 March 2025
31 March 2025
31 March 2024
HK$
HK$
Restated
Cashflow from financing activities
Interest paid
(142,481 )
(175,755 )
Repayment of bank borrowings
(655,371 )
(759,694 )
Repayment of convertible loan note
(1,523,250 )
Proceeds from convertible loan note
Net cash from financing activities – continuing operations
Net cash from financing activities - discontinued operations
(287,100 )
(439,400 )
Net cash from financing activities
Net (decrease)/increase in cash and cash equivalents
(7,694,636 )
Effect of exchange rate changes
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at the end of the year
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Notes to the consolidated financial statements
for the year ended 31 March 2025
GENERAL INFORMATION
2021 in the United Kingdom
The Company acted as a
holding company and converted to a public limited company on 22 September 2021.
The address
of the registered office is Cannon Place, 78 Cannon Street, London , United Kingdom, EC4N 6AF.
The Company was listed on the Standard List of the London Stock Exchange (“LSE”) on 23 March
2022.
together with its subsidiaries (the “Group”) are mainly engaged in provision of IT software
development and payment solutions, remittance and payment services, provision of media
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
These Group and parent company financial statements were prepared in accordance with
the UK-adopted International Accounting Standards and with the requirements of the
Companies Act 2006 as applicable to companies reporting under those standards.
The financial statements of the Group and parent company have been prepared on an
accrual basis and under historical cost convention. The financial statements are presented
in Hong Kong Dollars (“HK$”), which is the Group’s and Parent Company’s functional
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
New Standards and Interpretations
In the current year, the Group has applied the following new and amendments to IFRS
Accounting Standards for the first time, which are mandatorily effective for the Group’s
annual period beginning on 1 April 2024 for the preparation of the consolidated financial
statements:
IAS 1
Classification of liabilities as current or non-current
IAS 1
Amendments – Non-current liabilities with covenants
IFRS 16
Amendments – Leases on sale and leaseback
IAS 7 & IFRS 17
Amendments – Supplier finance arrangements
The application of the amendments to IFRS Accounting Standards in the current year has
had no material impact on the Group’s financial positions and performance for the current
and prior years and/or on the disclosures set out in these consolidated financial statements.
The Group has not early applied the following amendments to IFRS Accounting Standards
that have been issued but are not yet effective:
Standard | Impact on initial application | Effective date |
ISA 21 | Amendments – Lack of exchangeability | 1 January 2025 |
IFRS 1, | Amendments – Annual Improvements to IFRS | 1 January 2026 |
IFRS 7, | Accounting Standards – Volume 11 | |
IFRS 9, | ||
IFRS 10 & | ||
IAS 7 | ||
IFRS 9 & | Amendments – Classification and Measurement | 1 January 2026 |
IFRS 7 | of Financial Instruments | |
IFRS 9 & | Amendments – Contract Referencing Nature- | 1 January 2026 |
IFRS 7 | dependent Electricity | |
IFRS 18 | Presentation and Disclosure in Financial | 1 January 2027 |
Statements | ||
IFRS 19 | Subsidiaries without Public Accountability: | 1 January 2027 |
Disclosures | ||
IFRS10 & | Amendments – Sales or contribution of assets To be determined | |
IAS 28 | between an investor and its associate/joint | |
venture |
Going Concern
The financial statements have been prepared on a going concern basis, as the Directors are
confident in the Group and Parent Company’s ability to continue in operation existence
for the foreseeable future.
The Group and Parent Company have experienced losses and cash outflows from
operating activities; however, proactive measures have been taken to address these
challenges. Management has engaged in constructive negotiations with a potential investor,
who has demonstrated clear and ongoing commitment to supporting the business. A
written notice have been received confirmation their intent and discussion are progressing
positively.
The Directors are confident that the anticipated investment will provide sufficient capital
support to support the Group’s strategic objectives and operational requirements. Based
on this expected funding, along with continued cost management and revenue growth from
our co-branded programs, the Directors believe that there are no material uncertainties
that cast significant doubt over the ability of the Group and Parent Company to continue
on a going concern.
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3
Going Concern (Continued)
Accordingly, the Directors have a reasonable expectation that the Group has adequate
resources to continue operation for the foreseeable future for the reason they have adopted
Basis of consolidation
under common control. The consideration transferred for the acquisition of a subsidiary
is the fair value of the assets transferred, the liabilities incurred to the former owners of
transferred also includes the fair value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination not under common control is measured
initially at their fair values at the acquisition date. Acquisition-related costs are expensed
as incurred.
Allocation of total comprehensive income
Profit or loss and each component of other comprehensive income are attributed to the
owners of the Company and to the non-controlling interests (if applicable). Total
comprehensive income is attributed to the owners of the Company and the non-
controlling interest (if applicable) even if this results in the non-controlling interest having
a deficit balance. The results of subsidiaries are consolidated from the date on which the
Group obtains control and continue to be consolidated until the date that such control
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.4
Basis of consolidation (Continued)
of during the period are included in the consolidated statement of profit or loss and other
comprehensive income from the effective date of acquisition and up to the effective date
of disposal, as appropriate.
Intra-Group transactions, balances and unrealised gains and losses on transactions
between Group companies are eliminated in preparing the consolidated financial
statements. Profits and losses resulting from the inter-Group transactions that are
recognised in assets are also eliminated. Amounts reported in the financial statements of
subsidiaries have been adjusted where necessary to ensure consistency with the accounting
policies adopted by the Group.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated
as the difference between (i) the aggregate of the fair value of the consideration received
and the fair value of any retained interest and (ii) the previous carrying amount of the
Foreign currency translation
transactions are translated into the functional currency of the individual entity using the
exchange rates prevailing at the dates of the transactions.
At the reporting date, monetary
assets and liabilities denominated in foreign currencies are translated at the foreign
exchange rates ruling at that date. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the reporting date retranslation of monetary
Non-monetary items carried at fair value that are denominated in foreign currencies are
retranslated at the rates prevailing on the date when the fair value was determined.
Non-
monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.
In the consolidated financial statements, all individual financial statements of foreign
operations, originally presented in a currency different from the Group’s presentation
currency, have been converted into Hong Kong dollars.
Assets and liabilities have been
translated into Hong Kong dollars at the closing rates at the reporting date.
Income and
expenses have been converted into the Hong Kong dollars at the exchange rates ruling at
the transaction dates, or at the average rates over the reporting period provided that the
exchange rates do not fluctuate significantly.
Any differences arising from this procedure
have been recognised in other comprehensive income and accumulated separately in the
translation reserve in equity.
foreign operation, or a disposal involving loss of control over a subsidiary that includes a
foreign operation, loss of joint control over a joint venture that includes a foreign
operation, or loss of significant influence over an associate that includes a foreign
operation), all of the accumulated exchange differences in respect of that operation
attributable to the Group are reclassified to profit or loss. Any exchange differences that
have previously been attributed to non-controlling interests are derecognised, but they are
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Contingent consideration
Contingent consideration to be transferred by the Group as the acquirer in a business
combination is recognised at acquisition-date fair value. Subsequent adjustments to
consideration are recognised against goodwill only to the extent that they arise from new
information obtained within the measurement period (a maximum of 12 months from the
acquisition date) about the fair value at the acquisition date. The subsequent accounting
for changes in the fair value of the contingent consideration that do not qualify as
measurement period adjustments depends on how the contingent consideration is
classified. Contingent consideration that is classified as equity is not remeasured at
subsequent reporting dates and its subsequent settlement is accounted for within equity.
Contingent consideration that is classified as an asset or a liability is remeasured at
subsequent reporting dates with the corresponding gain or loss being recognised in profit
.7
Goodwill
consideration transferred, the amount of any non-controlling interest in the acquiree and
the fair value of any previously held equity interests in the acquiree over the acquisition
date amounts of the identifiable assets acquired and the liabilities assumed of the acquired
subsidiary.
Goodwill on acquisition of subsidiary is recognised as a separate asset and is carried at cost
less accumulated impairment losses, which is tested for impairment annually or more
frequently if events or changes in circumstances indicate that the carrying value may be
impaired. For the purpose of impairment test and determination of gain or loss on
disposal, goodwill is allocated to cash-generating units (“CGU”). An impairment loss on
goodwill is not reversed.
On the other hand, any excess of the acquisition date amounts of identifiable assets
acquired and the liabilities assumed of the acquired subsidiary over the sum of the
consideration transferred, the amount of any non-controlling interests in the acquiree and
the fair value of the acquirer’s previously held interest in the acquiree, if any, after
reassessment, is recognised immediately in profit or loss as an income from bargain
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.7
Goodwill (Continued)
Any resulting gain or loss arising from remeasuring the previously held equity interests in
the acquiree at the acquisition-date fair value is recognised in profit or loss or other
comprehensive income, as appropriate.
Goodwill impairment reviews are undertaken annually or more frequently if events or
changes in circumstances indicate a potential impairment. The carrying value of goodwill
is compared to the recoverable amount, which is the higher of value in use and the fair
value less costs of disposal. Any impairment is recognised immediately as an expense and
Property, plant and equipment
2.12 are stated at acquisition cost less accumulated depreciation and impairment losses.
The acquisition cost of an asset comprises of its purchase price and any direct attributable
costs of bringing the assets to the working condition and location for its intended use.
Depreciation of assets commences when the assets are ready for intended use.
Depreciation on property, plant and equipment, is provided to write off the cost over their
estimated useful life, using the straight-line method, at the following rates per annum:
Furniture & Fixtures |
20% per annum |
Leasehold Improvement |
20% per annum |
Office Equipment |
20% per annum |
The assets’ depreciation methods and useful lives are reviewed, and adjusted if appropriate,
In the case of right-of-use assets, expected useful lives are determined by reference to
comparable owned assets or the lease term, if shorter. Material residual value estimates
and estimates of useful life are updated as required, but at least annually.
The gain or loss arising on the retirement or disposal is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognised in profit
or loss.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably.
The carrying amount of the replaced part is derecognised.
All other costs, such as repairs
and maintenance, are charged to profit or loss during the financial period in which they
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Intangible assets
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are carried at costs less
accumulated amortisation and accumulated impairment losses. Amortisation is recognised
on a straight-line basis over their estimated useful lives. The estimated useful lives and
amortisation method are reviewed at the end of each reporting period, with the effect of
any changes in estimate being accounted for on a prospective basis. Intangible assets with
indefinite useful lives that are acquired separately are carried at cost less accumulated
impairment losses.
Expenditure on research activities is recognised as an expense in the period in which it is
incurred.
An internally-generated intangible asset arising from development (or from the
development phase of an internal project) is recognised if, and only if, all of the following
have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for
use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the
development and to use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during
its development.
The amount initially recognised for internally-generated intangible asset is the sum of the
expenditure incurred from the date when the intangible asset first meets the recognition
criteria listed above. Where no internally-generated intangible asset can be recognised,
development expenditure is recognised to profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost
less accumulated amortisation and accumulated impairment losses, on the same basis as
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.9
Intangible assets (Continued)
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future economic benefits are
expected from use or disposal. Gains and losses arising from derecognition of an intangible
asset, measured as the difference between the net disposal proceeds and the carrying
Financial instruments
financial assets and liabilities.
i)
Classification
The Company classifies its financial assets in the following measurement categories:
• those to be measured at amortised cost.
The classification depends on the Company’s business model for managing the financial
assets and the contractual terms of the cash flows.
The Company classifies financial assets at amortised cost only if both of the following
criteria are met:
• the asset is held within a business model whose objective is to collect contractual cash
flows; and
• the contractual terms give rise to cash flows that are solely payment of principal and
interest
ii)
Recognition
Purchases and sales of financial assets are recognised on trade date (that is, the date on
which the Company commits to purchase or sell the asset). Financial assets are
derecognised when the rights to receive cash flows from the financial assets have expired
or have been transferred and the Company has transferred substantially all the risks and
Measurement
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 (FVPL), transaction costs
that are directly attributable to the acquisition of the financial asset. Transaction costs of
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.10
Financial instruments (continued)
cash flows represent solely payments of principal and interest, are measured at amortised
cost. Interest income from these financial assets is included in finance income using the
effective interest rate method. Any gain or loss arising on derecognition is recognised
directly in profit or loss and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a separate line item in the
The Company assesses, on a forward looking basis, the expected credit losses associated
with any debt instruments carried at amortised cost. The impairment methodology applied
depends on whether there has been a significant increase in credit risk. For trade
receivables, the Company applies the simplified approach permitted by IFRS 9, which
requires lifetime expected credit losses (“ECL”) to be recognised from initial recognition
of the receivables.
The Group measures the loss allowance for other receivables equal to 12-month ECL,
unless when there has been a significant increase in credit risk since initial recognition, the
Group recognises lifetime ECL. The assessment of whether lifetime ECL should be
recognised is based on significant increase in the likelihood or risk of default occurring
The Group’s financial liabilities include lease liabilities, trade and other payables,
borrowings, contingent consideration and convertible loan note.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for
transaction costs unless the Group designated a financial liability at fair value through
profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest
method except for derivatives and financial liabilities designated at FVPL, which are
carried subsequently at fair value with gains or losses recognised in profit or loss (other
than derivative financial instruments that are designated and effective as hedging
instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are
reported in profit or loss are included within finance costs or finance income.
cancelled or expires.
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.10
Financial instruments (continued)
Where an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified,
such an exchange or modification is treated as a derecognition of the original liability and
the recognition of a new liability, and the difference in the respective carrying amount is
Convertible loan note
The component of the convertible loan note that exhibits characteristics of a liability is
recognised as a liability in the statement of financial position, net of issue costs. The
corresponding dividends on those shares are charged as interest expense in profit or loss.
On the issue of the convertible loan note, the fair value of the liability component is
determined using a market rate for a similar note that does not have a conversion option;
and this amount is carried as a long-term liability on the amortised cost basis until
extinguished on conversion or redemption.
The remainder of the proceeds is allocated to the conversion option that is recognised and
included in the convertible loan note equity reserve within shareholders’ equity, net of
issue costs. The value of the conversion option carried in equity is not changed in
subsequent years. When the conversion option is exercised, the balance of the convertible
loan note equity reserve is transferred to share capital or other appropriate reserve. When
the conversion option remains unexercised at the expiry date, the balance remained in the
convertible loan note equity reserve is transferred to accumulated profits/losses. No gain
or loss is recognised in profit or loss upon conversion or expiration of the option.
Issue costs are apportioned between the liability and equity components of the convertible
loan note based on the allocation of proceeds to the liability and equity components when
the instruments are first recognised. Transaction costs that relate to the issue of the
convertible loan note are allocated to the liability and equity components in proportion to
the allocation of proceeds.
A contract is not an equity instrument solely because it may result in the receipt or delivery
of the entity's own equity instruments. A contract that will be settled by the entity receiving
or delivering a fixed number of its own equity instruments in exchange for a fixed amount
of cash or another financial asset is an equity instrument. Accordingly, any derivative
instrument that gives one party a choice over how it is settled (e.g., the issuer or the holder
can choose settlement net in cash or by exchanging shares for cash) is a financial asset or
a financial liability. A convertible loan note that is issued in a currency other than
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term
highly liquid investments that are readily convertible to a known amount of cash and are
Lease
Definition of a lease and the Group as a lessee
At inception of a contract
, the Group considers whether a contract is, or contains a lease.
A lease is defined as “a contract, or part of a contract, that conveys the right to use an
identified asset (the underlying asset) for a period
of
time in exchange for consideration”.
To apply this definition, the Group assesses whether the contract meets three key
evaluations which are whether:
-
the contracts contain an identified asset, which is either explicitly identified in the
contract or implicitly specified by being identified at the time the asset is made
available to the
Group
;
-
the
Group
has the right to obtain substantially all of the economic benefits from use
of the identified asset throughout the period of use, considering its rights within the
defined scope of the contract; and
-
the
Group
has the right to direct the use of the identified asset throughout the period
of use. The
Group
assess whether it has the right to direct “how and for what purpose”
the asset is used throughout the period of use.
For contracts that contains a lease component and one or more additional lease or non-
lease components, the
Group
allocates the consideration in the contract to each lease and
non-lease component on the basis of their relative stand-alone prices.
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a lease liability
on the consolidated statement of financial position. The right-of-use asset is measured at
cost, which is made up of the initial measurement of the lease liability, any initial direct
costs incurred by the Group, an estimate of any costs to dismantle and
remove
the
underlying asset at the end of the lease, and any lease payments made in advance of the
lease commencement date (net of any lease incentives received).
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.12
Lease (continued)
The
Group
depreciates the right-of-use assets on a straight-line basis from the lease
commencement date to the earlier of the end of the useful life of the right-of-use asset or
the end of the lease term unless the
Group
is reasonably certain to obtain ownership at
the end of the lease term. The
Group
also assesses the right-of-use asset for impairment
when such indicator exists.
At the commencement date, the
Group
measures the lease liability at the present value of
the lease payments unpaid at that date, discounted using the interest rate implicit in the
lease or, if that rate cannot be readily determined, the
Group
’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed
payments (including in-substance fixed payments) less any lease incentives receivable,
variable payments based on an index or rate, and amounts expected to be payable under a
residual value guarantee. The lease payments also include the exercise price of a purchase
option reasonably certain to be exercised by the
Group
and payment of penalties for
terminating a lease, if the lease term reflects the
Group
exercising the option to terminate.
Subsequent to initial measurement, the liability will be reduced for lease payments made
and increased for interest cost on the lease liability. It is remeasured to reflect any
reassessment or lease modification, or if there are changes in in-substance fixed payments.
The variable lease payments that do not depend on an index or a rate are recognised as
expense in the period on which the event or condition that triggers the payment occurs.
When the lease is remeasured, the corresponding adjustment is reflected in the right-of-
use asset, or profit and loss if the right-of-use asset is already reduced to zero.
The
Group
has elected to account for short-term leases using the practical expedients.
Instead of recognising a right-of-use asset and lease liability, the payments in relation to
these leases are recognised as an expense in profit or loss on a straight-line basis over the
lease term. Short-term leases are leases with a lease term of 12 month or less.
On the consolidated statement of financial position, right-of-use assets and lease liabilities
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Equity
• “Share capital” represents the nominal value of equity shares.
• “Share premium” represents the amount paid for equity shares over the nominal value.
translation of financial statements of the Group’s foreign entities to HK$.
• “Accumulated losses” include all current period results as disclosed in the income
statements.
Revenue recognition
To determine whether to recognise revenue, the Group follows a 5-step process:
Step 1: Identifying the contract with a customer
Step 2: Identifying the performance obligations
Step 3: Determining the transaction price
Step 4: Allocating the transaction price to the performance obligations
Step 5: Recognising revenue when/as performance obligation(s) are satisfied
In all cases, the total transaction price for a contract is allocated amongst the various
performance obligations based on their relative stand-alone selling prices. The transaction
price for a contract excludes any amounts collected on behalf of third parties.
Revenue is recognised either at a point in time or over time, when (or as) the Group
satisfies performance obligations by transferring the promised goods or services to its
customers.
Where the contract contains a financing component which provides a significant financing
benefit to the customer for more than 12 months, revenue is measured at the present value
of the amount receivable, discounted using the discount rate that would be reflected in a
separate financing transaction with the customer, and interest income is accrued separately
under the effective interest method. Where the contract contains a financing component
which provides a significant financing benefit to the Group, revenue recognised under
that contract includes the interest expense accreted on the contract liability under the
effective interest method.
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.14
Revenue recognition (continued)
Further details of the Group’s revenue and other income recognition policies are as
follows:
Revenue from IT software development is recognised over time as the Group’s
performance creates and enhances an asset that the customer controls. The progress
towards complete satisfaction of a performance obligation is measured based on input
method, i.e. the costs incurred up to date compared with the total budgeted costs, which
depict the Group’s performance towards satisfying the performance obligation.
When the outcome of the contract cannot be reasonably measured, revenue is recognised
only to the extent of contract costs incurred that are expected to be recovered.
Remittance and payment service fee income
Remittance and payment service fee income are recognised at the time the related services
are rendered.
Media production service income
Media production service income is recognised on an appropriate basis over the relevant
Interest income is recognised on a time-proportion basis using the effective interest
Contract assets and contract liabilities
If the Group performs by transferring goods or services to a customer before the customer
pays consideration or before payment is due, the contract is presented as a contract asset,
excluding any amounts presented as a receivable. Conversely, if a customer pays
consideration, or the Group has a right to an amount of consideration that is
unconditional, before the Group transfers a good or service to the customer, the contract
is presented as a contract liability when the payment is made or the payment is due
(whichever is earlier). A receivable is the Group’s right to consideration that is
unconditional or only the passage of time is required before payment of that consideration
is due.
For a single contract or a single set of related contracts, either a net contract asset or a net
contract liability is presented. Contract assets and contract liabilities of unrelated contracts
are not presented on a net basis.
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.14
Revenue recognition (continued)
For certain services provided by the Group, in accordance with the underlying service
agreements which negotiated on a case-by-case basis with customer, the Group may
receive from the customer the whole or some of the contractual payments before the
services are completed or when the goods are delivered (i.e. the timing of revenue
recognition for such transactions). The Group recognises a contract liability until it is
recognised as revenue. During that period, any significant financing components, if
applicable, will be included in the contract liability and will be expensed as accrued unless
Grants from the government are recognised at their fair value where there is a reasonable
assurance that the grant will be received and the Group will comply with all attached
conditions. Government grants are deferred and recognised in profit or loss over the
period necessary to match them with the costs that the grants are intended to compensate.
Government grants relating to income is presented in gross under other income in the
assurance that the entity will comply with all attached conditions and the grant will be
received. Grants shall be initially measured at the fair value of the assets received or the
nominal amount for cash grant where the grant relates to expenses already incurred, it
shall be recognized in profit or loss immediately. For grants tied to specific performance
obligations or multi-period projects, income shall be recognised using the percentage-of-
Impairment of non-financial assets
Property, plant and equipment (including right-of-use assets) and intangible assets and the
Company’s interests in subsidiaries are subject to impairment testing.
An impairment loss is recognised as an expense immediately for the amount by which the
asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher
of fair value, reflecting market conditions less costs of disposal, and value in use.
In
assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessment of time value of
money and the risk specific to the asset.
For the purposes of assessing impairment, where an asset does not generate cash inflows
largely independent from those from other assets, the recoverable amount is determined
for the smallest group of assets that generate cash inflows independently (i.e. a cash-
generating unit).
As a result, some assets are tested individually for impairment and some
are tested at cash-generating unit level.
Goodwill in particular is allocated to those cash-
generating units that are expected to benefit from synergies of the related business
combination and represent the lowest level within the Group at which the goodwill is
monitored for internal management purpose and not be larger than an operating segment.
Impairment loss is charged pro rata to the other assets in the cash generating unit, except
that the carrying value of an asset will not be reduced below its individual fair value less
cost of disposal, or value in use, if determinable.
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.16
Impairment of non-financial assets (Continued)
Impairment loss is reversed if there has been a favourable change in the estimates used to
determine the assets’ recoverable amount and only to the extent that the assets’ carrying
amount does not exceed the carrying amount that would have been determined, net of
Employee benefits
Retirement benefits
Retirement benefits to employees are provided through defined contribution plans.
The Group participates in various defined contribution retirement benefit plans which are
available to all relevant employees. These plans are generally funded through payments to
schemes established by governments or trustee-administered funds. A defined
contribution plan is a pension plan under which the Group pays contributions on a
mandatory, contractual or voluntary basis into a separate fund. The Group has no legal or
constructive obligations to pay further contributions if the fund does not hold sufficient
assets to pay all employees the benefits relating to employee services in the current and
prior years. The Group’s contributions to the defined contribution plans are recognised
as an expense in profit or loss as employees render services during the year.
Short-term employee benefits
Liability for wages and salaries, including non-monetary benefits, annual leave, long service
leave and accumulating sick leave expected to be settled within 12 months of the reporting
date are recognised in other payables in respect of employees’ services up to the reporting
Related parties
For the purposes of these consolidated financial statements, a party is considered to be
related to the Company if:
(a)
the party is a person or a close member of that person’s family and if that person:
(i)
has control or joint control over the Group;
(ii)
has significant influence over the Group; or
(iii)
is a member of the key management personnel of the Group or of a parent of
the Group.
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.18
Related parties (Continued)
(b)
the party is an entity and if any of the following conditions applies:
(i)
the entity and the Group are members of the same group.
(ii)
one entity is an associate or joint venture of the other entity (or an associate or
joint venture of a member of a group of which the other entity is a member).
(iii)
the entity and the Group are joint ventures of the same third party.
(iv)
one entity is a joint venture of a third entity and the other entity is an associate
of the third entity.
(v)
the entity is a post-employment benefit plan for the benefit of employees of
either the Group or an entity related to the Group.
(vi)
the entity is controlled or jointly controlled by a person identified in (a).
(vii)
a person identified in (a)(i) has significant influence over the entity or is a member
of the key management personnel of the entity (or of a parent of the entity).
(viii)
the entity, or any member of a group of which it is a part, provides key
management personnel services to the Group or to the parent of the Group.
Close family members of an individual are those family members who may expected to
Accounting for income taxes
Taxation comprises current tax and deferred tax.
Current tax is based on taxable profit or loss for the period. Taxable profit or loss differs
from profit or loss as reported in the income statement because it excludes items of
income and expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The asset or liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the balance sheet date.
liabilities in the financial information and the corresponding tax bases used in the
computation of taxable profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable profits will
be available against which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference arises from initial recognition
of goodwill or from the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on
investments in subsidiaries, except where the Group is able to control the reversal of the
temporary differences and it is probable that the temporary differences will not reverse in
the foreseeable future.
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2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.19
Accounting for income taxes (Continued)
Deferred tax is calculated, without discounting, at tax rates that are expected to apply in
the period the liability is settled or the asset realised, provided they are enacted or
substantively enacted at the reporting date.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered. Deferred tax is calculated at the
tax rates that are expected to apply in the period when the liability is settled, or the asset
realised. Deferred tax is charged or credited to profit or loss, except when it relates to
items charged or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right set off
current tax assets against current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Company intends to settle its current tax assets and
Earnings per ordinary share
The Company presents basic and diluted earnings per share data for its ordinary shares.
Basic earnings per ordinary share is calculated by dividing the profit or loss attributable to
Shareholders by the weighted average number of ordinary shares outstanding during the
reporting period.
Diluted earnings per ordinary share is calculated by adjusting the earnings and number of
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision-makers. The chief operating decision-makers,
who are responsible for allocating resources and assessing performance of the operating
segments, has been identified as the executive board of Directors.
All operations and information are reviewed together.
During the year, in the opinion of
the Directors, there is only one reportable operating segment of IT software development
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KEY SOURCES OF ESTIMATION UNCERTAINTY
In the process of applying the Group’s accounting policies which are described in note 2, Directors
have made the following judgement that might have significant effect on the amounts recognised
in the consolidated financial statements. The key assumptions concerning the future, and other key
sources of estimation uncertainty at the statement of financial position date, that might have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are also discussed below.
Discount rate of lease liabilities and right-of-use assets determination
In determining the discount rate, the Group is required to exercise considerable judgement in
relation to determining the discount rate taking into account the nature of the underlying assets,
the terms and conditions of the leases, at the commencement date and the effective date of the
modification. The Group’s rate is referenced to the related party bank borrowing in Hong Kong.
Fair value measurements and valuation processes
Some of the Group’s financial assets are measured at fair value for financial reporting purposes.
In estimating the fair value of an asset or a liability, the Group uses market-observable data to the
extent it is available. Where Level 1 and Level 2 inputs are not available, the Group engages an
independent firm of professional valuers to perform the valuation. In relying on the valuation
report, the Directors have exercised their judgement and are satisfied to establish the appropriate
valuation techniques and inputs to the model. The fluctuation in the fair value of the assets and
liabilities is reported and analysed periodically.
The Group uses valuation techniques that include inputs that are not based on observable market
data to estimate the fair value of certain types of financial instruments. Judgement and estimation
are required in establishing the relevant valuation techniques and the relevant inputs thereof. Whilst
the Group considers these valuations are the best estimates, the ongoing changes in market
conditions that may result in greater market volatility and may cause further disruptions to the
investees’/issuers’ businesses, which have led to higher degree of uncertainties in respect of the
valuations in the current year. Changes in assumptions relating to these factors could result in
material adjustments to the fair value of these consolidated financial instruments. Detailed
information about the valuation techniques, inputs and key assumptions used in the determination
of the fair value of various assets and liabilities are set out in note 15, 24 and 26.6.
Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an
estimation of the value in use of the CGU to which the goodwill is allocated. Estimating the value
in use requires the management to choose a suitable valuation model and make estimation of the
key valuation parameter and other relevant business assumptions.
Impairment of intangible assets
The Group reviews the carrying amounts of its intangible assets to determine whether there is any
indication that these assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the relevant asset is estimated in order to determine the extent of the
impairment loss (if any).
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The recoverable amount of intangible assets are estimated individually. When it is not possible to
estimate the recoverable amount individually, the Group estimates the recoverable amount of the
CGU to which the asset belongs. In testing a cash-generating unit for impairment, corporate assets
are allocated to the relevant cash-generating unit when a reasonable and consistent basis of
allocation can be established, or otherwise they are allocated to the smallest group of cash
generating units for which a reasonable and consistent allocation basis can be established. The
recoverable amount is determined for the cash-generating unit or group of cash-generating units
to which the corporate asset belongs, and is compared with the carrying amount of the relevant
cash-generating unit or group of cash-generating units. Recoverable amount is the higher of fair
value less costs of disposal and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset (or a CGU) for which
the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or a CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or a CGU) is reduced to its recoverable amount. For corporate
assets or portion of corporate assets which cannot be allocated on a reasonable and consistent
basis to a CGU, the Group compares the carrying amount of a group of CGUs, including the
carrying amounts of the corporate assets or portion of corporate assets allocated to that group of
CGUs, with the recoverable amount of the group of CGUs. In allocating the impairment loss, the
impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and
then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit
or the group of CGUs. The carrying amount of an asset is not reduced below the highest of its fair
value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount
of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata
to the other assets of the unit or the group of CGUs. An impairment loss is recognised immediately
in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to
the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been
recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately
in profit or loss.
Impairment of investment in subsidiaries and receivables from group companies
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Potential indications of impairment may include
significant adverse changes in the technological, market, economic or legal environment in which
the assets operate or whether there has been a significant or prolonged decline in value below their
cost. “Significant” is evaluated against the original cost of the investment and “prolonged” against
the period in which the fair value has been below its original cost.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash flows (cash-generating units). Impaired assets are
reviewed for possible reversal of the impairment at each reporting date.
In the Company’s balance sheet, impairment testing of investments in subsidiaries and receivables
from group companies, are also required upon if the carrying amount of that entity in the
Company’s balance sheet exceeds the carrying amount of that entity’s net assets including goodwill
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REVENUE
The Group is engaged in provision of IT software development and payment solutions, remittance
and payment services, provision of media production services and money lending services.
Revenue was principally derived from IT software development and payment solutions for both
years:
2025 |
2024 |
|
Restated |
||
HK$ |
HK$ |
|
Continuing operations |
||
IT software development and payment solutions |
9,729,150 |
9,535,253 |
Remittance and payment services |
147,289 |
754,937 |
Media production services |
4,231,771 |
1,889,013 |
14,108,210 |
12, 179 ,203 |
2025 |
2024 |
|
HK$ |
HK$ |
|
Discontinued operations |
||
Remittance and payment services |
150,000 |
850,446 |
150,000 |
850 ,446 |
|
Total |
14,258,210 |
13,029,649 |
Information about geographical areas
The Group’s operations are principally located in Hong Kong, the PRC, the UK, Japan and other
countries. The following table provides an analysis of the Group’s revenue from external customers
by geographical market in which the transactions are located:
2025 |
2024 |
|
Restated |
||
HK$ |
HK$ |
|
Continuing operations |
||
Hong Kong |
10,079,197 |
9,433,803 |
The Peoples Republic of China (“the PRC”) |
479,781 |
- |
UK |
1,589,760 |
- |
Japan |
1,947,056 |
2,189,929 |
Other countries |
12,416 |
555,470 |
14, 10 8,210 |
12,179,203 |
2025 |
2024 |
|
HK$ |
HK$ |
|
Discontinued operations |
||
Hong Kong |
150,000 |
850,446 |
150,000 |
850 ,446 |
|
Total |
14,258,210 |
13,029,649 |
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Information about major customers
Revenue from customers that individually contributing 10% or more of the total revenue of the
Group are as follows:
2025 |
2024 |
|
HK$ |
HK$ |
|
Continuing operations |
||
Customer A |
1,681,448 |
2,189,929 |
Customer B |
1,589,760 |
- |
Customer C |
1,599,310 |
- |
Customer D |
- |
1,367,000 |
4,870,518 |
3,556 , 92 9 |
Contract assets
The revenue recognised by the Group from contracts with customers included above for the year
ended 31 March 2025 is 855,410 (2024: HK$ nil).
2025 |
2024 |
|
HK$ |
HK$ |
|
At 1 April |
- |
- |
Addition |
855,409 |
- |
855,4 09 |
- |
No impairment loss is recognised on the contract assets recognised by the Group during the year
ended 31 March 2025.
Contract liabilities
The revenue recognised by the Group from contracts with customers included above for the year
ended 31 March 2025 is HK$6,924,227 (2024: HK$751,716).
2025 |
2024 |
|
HK$ |
HK$ |
|
At 1 April |
8,424,227 |
751,716 |
Addition |
3,960,205 |
8,424,227 |
Revenue recognised |
(6,924,227) |
(751,716) |
5,460,205 |
8,424,227 |
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OTHER INCOME
2025 | 2024 | |
Restated | ||
HK$ | HK$ | |
Continuing operations | ||
Government subsidy (note i) | 684,457 | 110,000 |
Sundry income | 124,717 | 213,961 |
Grant income (note ii) | 4,500,000 | 9,000,000 |
Interest income | 342,350 | 596,788 |
5,651,524 | 9,9 20 ,749 | |
Discontinued operations | ||
Sundry income | 111,139 | 104,800 |
Interest income | 40 | 654 |
111,179 | 105,454 |
(i)
During the year ended 31 March 2025, the Group received funding support amount
HK$684,457 (2024: HK$110,000) from the Hong Kong Productivity Council relating to the
Dedicated Fund on Branding, Upgrading and Domestic Sales “"BUD Fun”"). The purpose
of the funding is to provide financial support to enterprises in developing brands, upgrading
and restructuring operations and promoting sales in the Free Trade Agreement (FTA) and/or
Investment Promotion and Protection Agreement (IPPA) economies, so as to enhance their
competitiveness and facilitate their business development in the FTA and/or IPPA
economies.
(ii)
During the year ended 31 March 2025, the Group recognised grant income of HK$4,500,000
(2024: HK$9,000,000). The grant income represents the funding support from Hatcher
FINANCE CHARGES
2025 | 2024 | |
HK$ | HK$ | |
Continuing operations | ||
Interest on bank loan | 142,481 | 175,755 |
142,481 | 175,755 |
2025 | 2024 | |
HK$ | HK$ | |
Discontinued operations | ||
Finance charges on lease liabilities | 13,817 | 32,907 |
13,817 | 32,907 |
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LOSS BEFORE INCOME TAX
Loss before income tax is arrived at after charging:
2025 | 2024 | |
HK$ | HK$ | |
Restated | ||
Continuing operations | ||
Amortisation of intangible assets | 4,140,742 | 3,006,561 |
Depreciation | ||
- Property, plant and equipment | 129,174 | 104,058 |
Foreign exchange | 152,925 | 51,015 |
Subcontracting fees paid | 4,211,989 | 5,641,935 |
Audit fees paid to statutory auditors of the Group and the | 1,085,400 | 357,120 |
Company: | ||
Audit fees paid to the auditors of subsidiaries | 1,376,389 | 586,520 |
Non-audit services paid to the auditors of subsidiaries | ||
- Tax returns review and filing fee | 1,091 | 19,668 |
2025 | 2024 | |
HK$ | HK$ | |
Discontinued operations | ||
Depreciation | - | - |
- Property, plant and equipment | 13,382 | 11,154 |
- Right - of - use assets | 307,994 | 384,045 |
Audit services: | ||
Statutory audit–- Company | 60,685 | 63,039 |
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Details of impairment losses are as follow:
2025 | 2024 | |
HK$ | HK$ | |
Impairment losses on intangible assets (note i) | 19,625,320 | - |
Impairment losses on loan receivables (note ii) | 3,257,981 | - |
Impairment losses on goodwill (note iii) | 759,289 | - |
23,642,590 | - |
(i)
Impairment losses on intangible assets of HK$19,625,320 was recognised during the year
end 31 March 2025. Where an indication of impairment exists, or when annual impairment
testing for an asset is required, the asset’s recoverable amount is estimated. An asset’s
recoverable amount is the higher of the asset’s or CGU’s value in use and its fair value less
costs of disposal. An impairment loss is recognised only if the carrying amount of an asset
exceeds its recoverable amount. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset.
(ii)
Impairment losses on loan receivables of HK$3,257,981 was recognised during the year
end 31 March 2025. the Group assessed the recoverability based on factors such as the
latest status of loans receivables, publicly available or accessible information about the
borrowers, the value of the collaterals, and the latest financial condition of the borrowers
and guarantors, and made provision for relevant impairment based on the difference
between the recoverable amount and the outstanding amount of the loan as at 31 March
2025.
(iii)
Impairment losses on goodwill of HK$759,289 was recognised during the year end 31
March 2025. The Group performs its annual impairment test of goodwill as at 31 March
2025. Impairment is determined by assessing the recoverable amount of the Group’s cash
generating units (“CGUs”) (group of CGUs) to which the goodwill relates. Where the
recoverable amount of the CGU (group of CGUs) is less than the carrying amount, an
impairment loss is recognised.
The Group has experienced losses and cash outflows from operating activities; however,
proactive measures have been taken to address these challenges. Management has engaged
in constructive negotiations with a potential investor, who has demonstrated clear and
ongoing commitment to supporting the business. A written notice have been received and
discussion are progressing positively. The management has therefore based on that to
prepare its cash flow projections to undertake impairment testing on goodwill, intangible
assets and loan receivables. Taking into account the forecasted revenue and growth rate
of the CGU, the Management considered that it was appropriate to take a conservative
approach to recognise impairment losses. In view that the carrying amount of the goodwill,
intangible assets and loan receivables of CGU was higher than the recoverable amount,
goodwill, intangible assets and loan receivables of CGU were impaired for the year ended
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STAFF COSTS AND DIRECTOR’S EMOLUMENTS
The aggregate payroll costs (including Directors’ remuneration) were as follows:
2025 |
2024 |
|
HK$ |
HK$ |
|
Continuing operations |
||
Wages, salaries and other employee benefits |
6,815,679 |
4,907,642 |
Contributions to defined contribution plans |
280,891 |
214,147 |
Housing allowances |
2,699 |
524 |
7,099,269 |
5,122,313 |
2025 |
2024 |
|
HK$ |
HK$ |
|
Discontinued operations |
||
Wages, salaries and other employee benefits |
1,563,207 |
2,993,818 |
Contributions to defined contribution plans |
88,098 |
43,136 |
1,651,305 |
3,036,954 |
25
during the
year (2024:
25
2025 |
2024 |
|
HK$ |
HK$ |
|
Continuing operations |
||
Director fees |
250,000 |
260,000 |
Other emoluments (including salary) |
1,634,167 |
1,380,000 |
1,884,167 |
1,640,000 |
2025 |
2024 |
|
HK$ |
HK$ |
|
Discontinued operations |
||
Director fees |
- |
- |
Other emoluments (including salary) |
525,000 |
1,043,561 |
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INCOME TAX EXPENSE
2025 |
2024 |
|
HK$ |
HK$ |
|
Tax expense for the year |
188,969 |
128,762 |
UK corporation tax is calculated at 25% of the estimated assessable profit for the year (2024: Nil).
For the year ended 31 March 2025 and 2024, Hong Kong Profits Tax calculated at 8.25% on the
first HK$2 million of the estimated assessable profits of one of the subsidiaries of the Group and
at 16.5% on the estimated assessable profits above HK$2 million of that subsidiary. The profits of
other group entities not qualified for the two-tier profits tax regime will continue to be taxed at flat
rate of 16.5%. Deferred tax assets have not been recognised in respect of these losses due to the
Reconciliation between tax expense and accounting profit at applicable tax rates:
2025 |
2024 |
|
HK$ |
HK$ |
|
Restated |
||
Loss before taxation |
(33,739,561) |
(36,884,932) |
Tax at applicable income tax rate |
(858,627) |
42,975 |
Tax effect of non-deductible expense |
777,380 |
269,383 |
Tax effect of non-taxable income |
(114,271) |
(124,820) |
Tax effect on temporary differences |
498,200 |
305,071 |
Tax effect of tax losses not recognised |
- |
359,313 |
Utilisation of tax losses brought forward |
- |
(687,192) |
Under provision in prior year |
6,452 |
- |
Tax reduction |
(3,000) |
(6,000) |
Tax at applicable concessionary rate |
(117,165) |
(29,968) |
Income tax expense |
188,969 |
128,762 |
LOSS PER SHARE
2025 |
2024 |
|
HK$ |
HK$ |
|
Restated |
||
Loss attributable to equity shareholders |
(33,739,561) |
(36,884,932) |
Weighted average number of ordinary shares |
145,926,608 |
127,181,165 |
Loss per share in HK$: |
||
Basic |
||
– Continuing operations |
(21.11 cents) |
(24.62 cents) |
– Discontinued operation |
(2.01 cents) |
(4.38 cents) |
Diluted |
||
– Continuing operations |
(21.11 cents) |
(24.62 cents) |
– Discontinued operation |
(2.01cents) |
(4.38 cents) |
There were no potential dilutive ordinary shares in existence during the years ended 31 March
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GOODWILL
2025 |
2024 |
|
HK$ |
HK$ |
|
Cost and net carrying amount |
||
At 1 April |
759,289 |
- |
Additions |
- |
759,289 |
Impairment losses |
(759,289) |
- |
At 31 March |
- |
759,289 |
Goodwill was derived from the acquisition of 100% equity interests in Mr. Meal Production Limited
("Mr. Meal") and its subsidiary (together the "Mr. Meal Group") at an aggregate consideration of
HK$2,000,000 in July 2023. The excess of the consideration transferred over the acquisition-date
fair values of the identifiable assets acquired and the liabilities assumed of HK$759,289 is recognised
as goodwill. At 31 March 2025, the directors assessed the recoverable amount of the goodwill with
reference to the cash flow projection of Mr. Meal Group and recognised an impairment provision
INTANGIBLE ASSETS
Development cost |
Money Lending |
Total |
|
License |
|||
HK$ |
HK$ |
HK$ |
|
Cost |
|||
At 1 April 2023 |
6,660,760 |
- |
- |
Additions |
24,979,825 |
- |
- |
At 31 March 2024 and 1 |
31,640,585 |
- |
31,640,585 |
April 202 4 (Restated) |
|||
Additions |
- |
230,000 |
230,000 |
At 31 March 2025 |
31,640,585 |
230,000 |
9,629,335 |
Accumulated |
|||
At 1 April 2023 amortisation |
475,957 |
- |
475,957 |
Amortization provided |
3,006,561 |
- |
3,006,561 |
for year |
|||
Exchange realignment |
3,609 |
3,609 |
|
At 31 March 2024 and 1 |
3,486,127 |
||
- |
3,486,127 |
||
April 2024 (Restated) |
|||
Amortization provided |
4,140,742 |
- |
4,140,742 |
for year |
|||
Impairment losses for the |
19,257,909 |
- |
19,257,909 |
year |
|||
Exchange realignment |
13,562 |
- |
13,562 |
At 31 March 2025 |
4,657,002 |
- |
4,657,002 |
Net Book Value |
|||
At 31 March 2025 |
4,742,333 |
230,000 |
4,972,333 |
At 31 March 2024 |
28,154,458 |
- |
28,154,458 |
At 31 March 2023 |
6,184,802 |
- |
6,184,802 |
-
-
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The development cost intangible asset have definite useful lives and is amortised on a straight-
line basis ranged over 5 years and 10 years.
During the year ended 31 March 2025, the Group reviewed the recoverable amounts of the
development costs, provision of impairment loss has been recognised during the year.
In respect of the money lending license acquired during the year ended 31 March 2025, the
license has no foreseeable limit to the period over which the Group can use to generate net
cash flows. The directors consider the licenses as having indefinite useful lives because they are
expected to contribute to net cash inflows indefinitely. The licenses will not be amortised until
their useful life are determined to be finite.
During the year ended 31 March 2025, the Group reviewed the recoverable amounts of the
PROPERTY, PLANT AND EQUIPMENT
Office | Leasehold | Furniture | ||
equipment | improvement | & fixtures | Total | |
HK$ | HK$ | HK$ | HK$ | |
Cost | ||||
At 1 April 2024 | 661,063 | 101,474 | 91,180 | 853,718 |
Additions | 183,075 | 46,532 | 78,370 | 307,977 |
Written off | - | - | (91,180) | (91,180) |
Exchange realignment | 1,326 | 49 | (669) | 705 |
At 31 M arch 2025 | 845,464 | 147,337 | 78,419 | 1,071,220 |
Accumulated Depreciation | ||||
At 31 March 2024 and 1 April 2024 | 362,166 | 20,295 | 14,044 | 396,505 |
Charge for the year | 99,297 | 23,472 | 6,405 | 129,174 |
Exchange realignment | 113 | (368) | 3 | (253) |
Eliminated on disposals | - | - | (14,044) | (14,044) |
At 31 M arch 2025 | 461,576 | 43,398 | 6,408 | 511,382 |
Net Book Value | ||||
At 31 March 2025 | 383,888 | 103,939 | 72,011 | 559,838 |
At 31 March 202 4 | 298,897 | 81,179 | 77,137 | 457,213 |
RIGHT-OF-USE ASSETS
Lease assets | HK$ |
Cost | |
At 31 March 2024 and 1 April 2024 | 821,212 |
Disposal of a subsidiary | (821,212) |
At 31 M arch 2025 | - |
Accumulated Depreciation | |
At 31 March 2024 and 1 April 2024 | 317,258 |
Charge for the year | 307,994 |
Disposal of a subsidiary | (625,252) |
At 31 M arch 2025 | [ ● ] - |
Net Book Value | |
At 31 March 2025 | - |
At 31 March 202 4 | 503,95 5 |
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FINANCIAL ASSETS AT FVPL
2025 |
2024 |
||
Notes |
HK$ |
HK$ |
|
Equity investments listed in Hong Kong |
15(a) |
344,105 |
1,017,248 |
344,105 |
1,017,248 |
(a)
On 22 February 2023, the Company as an issuer entered into a share subscription
agreement with Hatcher Group Limited (a company listed on the Growth Enterprise
Market of the Hong Kong Stock Exchange, stock code: 8365) (the “Subscriber” or
“Hatcher Group”), pursuant to which the Subscriber conditionally agreed to subscribe for,
and the Company conditionally agreed to issue and allot, an aggregate of 18,000,000 shares
at the subscription price of £0.19 per subscription share for a total consideration of
£3,420,000 (the “Subscription”). The consideration for the Subscription was to be settled
by the Subscriber by way of the issue and allotment of an aggregate of 38,640,000 shares
of the Subscriber at the issue price of HK$0.90 per share to the Company upon completion
of the Subscription.
The Subscription was completed on 17 April 2023 and the consideration was settled by
way of issue and allotment of an aggregate of 38,640,000 shares of the Subscriber at the
issue price of HK$0.90 each, totalling HK$34,776,000.
The fair values of the equity investments were determined on the basis of quoted market
bid price at the end of the reporting period.
During the year ended 31 March 2025, fair value loss on equity investments of
HK$661,824 was recognised in profit or loss.
Details of the fair value measurements are set out in note 26 to the consolidated financial
TRADE AND OTHER RECEIVABLES AND DEPOSIT AND PREPAYMENT
2025 |
2024 |
||
Notes |
HK$ |
HK$ |
|
Restated |
|||
Trade receivables |
16(a) |
772,471 |
2,349,282 |
Other receivables |
- |
108,544 |
|
772,471 |
2,457,826 |
||
Deposit and prepayment |
2,798,699 |
2,980,887 |
|
3,571,170 |
5,438,713 |
(a)
The Group allows an average credit period of 14 days to its trade customers. Before accepting
any new customer, the Group assesses the potential customer’s credit quality and defines its
credit limits. Credit sales are made to customers with a satisfactory trustworthy credit history.
Credit limits attributed to customers are reviewed regularly.
Docusign Envelope ID: 914DA166-1C03-4FFE-8D1E-46FD3CC59914
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TRADE AND OTHER RECEIVABLES AND DEPOSIT AND PREPAYMENT
(CONTINUED)
76
|
Page
Age of trade receivables that are past due but not impaired are as follows:
2025 |
2024 |
|
HK$ |
HK$ |
|
Neither past |
458,643 |
490,500 |
Overdue by: |
||
0 – 30 days |
53,328 |
931,282 |
31 – 60 days |
- |
150,000 |
61 – 90 days |
122,500 |
435,000 |
Over 90 days |
138,000 |
342,500 |
772,471 |
2,349,282 |
Trade receivables that were past due but not impaired relate to a number of customers that have a
good track record with the Group. Based on past experience, the Directors believe that no
impairment allowance is necessary in respect of these balances as there has not been a significant
change in credit quality and the balances are still considered fully recoverable.
As at 31 March 2025 and 2024, no ECL has been provided for trade and other receivables, deposit
and prepayment. The Group does not hold any collateral over these balances.
The Directors consider that the fair values of trade and other receivables, and deposit and
prepayment are not materially different from their carrying amounts because these balances have
LOAN RECEIVABLES
2025 |
2024 |
|
HK$ |
HK$ |
|
Receivables: |
||
- within one year |
3,257,981 |
- |
- in the second to fifth years inclusive |
- |
3,300,000 |
- |
3,300,000 |
|
Less: Amount shown under current assets |
- |
- |
Balance due after one year |
3,257,981 |
3,300,000 |
Less: Impairment losses |
(3,257,981) |
(42,019) |
- |
3,257,981 |
The loans to independent third parties are unsecured, bearing interest at 10% (2024: 10%) per
annum and with fixed terms of repayment. As at 31 March 2025, the Directors consider that their
carrying amounts exceeded their recoverable amount in light of the significant increase in the credit
risk of the counterparty. Accordingly, the carrying amounts of loan receivables were written down
to their recoverable amounts and thus, provision for impairment losses of HK$3,257,981 were
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CASH AND CASH EQUIVALENTS
2025 | 2024 | |
HK$ | HK$ | |
Cash and bank balance | 11,775,409 | 19,318,967 |
TRADE AND OTHER PAYABLES
2025 | 2024 | |
HK$ | HK$ | |
Trade payables | 302,484 | 1,751,682 |
Accrued charges and other payables | 2,637,182 | 2,215,699 |
2,939,666 | 3,967,381 | |
Contract liabilities (note 4) | 5,460,205 | 8,424,227 |
Amount due to a director | 1,202,925 | 2,097,277 |
Amount due to a shareholder | 2,538,748 | - |
12 , 14 1,544 | 14,488,885 |
The amount due to a director is unsecured, interest free and repayable on demand. The amount
due to a shareholder is unsecured, interest free and repayable within 1 year.
Contract liabilities represent receipt in advance from a customer in relation to its projects placed
with the Group. Changes in contract liabilities primarily relate to the Group’s performance of
services under the projects.
All amounts are short-term and hence the carrying values of trade and other payables are
BORROWINGS
2025 | 2024 | |
HK$ | HK$ | |
Bank loans - secured | 3,884,491 | 4,539,862 |
Presented by: | ||
- Carrying amount repayable on demand or within one | 134,726 | 785,841 |
| year | ||
- Carrying amount repayable after one year with | 3,749,765 | 3,754,021 |
| repayment on demand clause | ||
3,884,491 | 4,539,862 | |
Less: Amount shown under current liabilities | (3,884,491) | (4,539,862) |
Non - current liabilities | - | - |
Bank borrowings are variable interest bearing borrowings for working capital use which carry
interest at 3.0% below Prime Rate per annum (2024: 2.5% below Prime Rate per annum). The
loan contains a repayment on demand clause and repayable by 96 unequal monthly instalment
commencing one month from the date of drawdown. There is no material covenant stated in
this borrowing. At 31 March 2025, the banking facilities were secured by the joint and several
guarantees given by Mr. Chi Kit Law, the ultimate controlling party of the Company. On 22
January 2025, the Group and The Bank of East Asia revised the banking facility and the loan
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|
Page
repayment schedule was modified by 108 months unequal monthly instalments commencing
one month from the drawdown date. The directors concluded that the change in terms as not
LEASE LIABILITIES
The following table illustrates the remaining contractual maturities of the lease liabilities:
2025 |
2024 |
|
HK$ |
HK$ |
|
Total minimum lease payments: |
||
Due within one year |
- |
432,300 |
Due in the second to fifth years |
- |
66,000 |
- - |
498,300 |
|
Future finance charges on lease liabilities |
- |
(20,487) |
Present value of lease liabilities |
- - |
477,81 3 |
Present value of liabilities: |
||
Due within one year |
- |
412,284 |
Due in the second to fifth years |
- |
65,529 |
- - |
477,81 3 |
|
Less: Portion due within one year included under current |
- |
(412,284) |
liabilities |
||
Portion due after one year included under non-current |
- |
65,529 |
liabilities |
The Group entered into lease arrangements for car parking space and office with contract
period of two years. The Group makes fixed payments during the contract periods. At the
end of the lease terms, the Group does not have the option to purchase the properties and
the leases do not include contingent rentals. The lease contract is cancelled subsequent to
CONVERTIBLE LOAN NOTE
The convertible loan note recognised at the end of the reporting period are calculated as follows:
2025 |
2024 |
|
HK$ |
HK$ |
|
Restated |
||
At 1 April |
5,967,000 |
- |
Liabilities component at date of issue |
- |
5,967,000 |
Interest expenses |
- |
- |
Drawdown during the year |
4,109,333 |
- |
Repayment |
(4,061,998) |
- |
Repayment through conversion into equity shares |
(5,960,000) |
- |
Exchange realignment |
(54,335) |
- |
At 31 March |
- |
5,967,000 |
Portion classified as non - current |
- |
- |
Current portion |
- |
5,967,000 |
On 2 March 2024, the Group entered into an unsecured convertible loan note with an
independent third party (the “lender” or “Noteholder”). The convertible loan note bears no
interest with nominal value of GBP4,000,000. The Group may redeem all of the convertible
loan note outstanding by paying to the Noteholder in immediately available cleared funds an
amount equal to 120% of the outstanding amount of the convertible loan note.
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During the year ended 31 March 2025, the Group has issued 21,875,830 shares on various
date to settle £600,000 (first tranche) of convertible loan note. The notes were redeemed at
outstanding value and that no premium is paid at the time of redemption. On 18 December
2024, the Group repaid balance convertible loan note by entering into a top-up subscription
agreement with its principal shareholder (note 25) and through the payment of cash of
£150,000.
For more details of the terms of convertible loans, please refer to the announcement dated
SHARE CAPITAL
2025 |
2024 |
|
No. of shares |
No. of shares |
|
Issued shares (nominal value of £0.01 per share) |
||
At the beginning of the reporting period |
128,534,590 |
117,034,590 |
Issue of shares |
21,875,830 |
11,500,000 |
At the end of the reporting period |
150,410,420 |
128,534,590 |
2025 |
2024 |
|
HK$ |
HK$ |
|
Issued shares: |
||
At the beginning of the reporting period |
13,535,595 |
12,411,570 |
Issue of shares |
2,186,446 |
1,124,025 |
At the end of the reporting period |
15,722,041 |
13,535,595 |
On 3 April 2023, the Company further issued and allotted 8,500,000 shares at £0.19 (HK$1.82)
each to the Subscriber and the Subscription was completed in April 2023.
On 7 September 2023, 3,000,000 shares at £0.75 (HK$7.41) each were issued and allotted by the
Company to the Subscriber.
On 3 April 2024, pursuant to the convertible loan note agreement, 2,023,439 shares of the
Company were issued and allotted at £0.01 (HK$0.1) each to the Subscriber.
On 23 April 2024, pursuant to the convertible loan note agreement, 3,409,090 shares of the
Company were issued and allotted at £0.01 (HK$0.1) each to the Subscriber.
On 15 May 2024, pursuant to the convertible loan note agreement, 5,357,143 shares of the
Company were issued and allotted at £0.01(HK$0.1)
each to the Subscriber.
On 26 June 2024, pursuant to the convertible loan note agreement, 4,507,211 shares of the
Company
were issued and allotted at £0.01 (HK$0.1) each to the Subscriber.
On 21 August 2024, pursuant to the convertible loan note agreement, 6,578,947 shares of the
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BUSINESS COMBINATION UNDER COMMON CONTROL
a)
Acquisition of Mr. Meal Group
On 12 July 2023 (the “Completion Date”), the Group entered into sale and purchase agreements
(the “Agreement”) with certain independent third parties (the “Vendors”) pursuant to which the
Group and the Vendors both agree to acquire/ sell the entire equity interests of Mr. Meal Group
(the “Mr. Meal Acquisition”). Mr. Meal Group is primarily engaged in the provision of media
production services.
Pursuant to the Agreement, the consideration of the Mr. Meal Acquisition is to be satisfied by the
Group as follows:
(i)
Initial consideration
HK$1,000,000 to be paid in cash on completion of the Group being registered as the sole
shareholder of Mr. Meal with the Companies Registry in Hong Kong and all the existing
key employees shall have entered into the retention agreement with Mr. Meal;
(ii)
Contingent consideration
HK$1,000,000 to be settled by the allotment of 91,453 new ordinary shares (determined
according to the closing price of the Company’s shares listed on the London Stock
Exchange on the Completion Date) of the Company (the “Consideration Shares”). The
Consideration Shares are contingent on the retention of key employees for a 12-month
period and if satisfied will be issued 18 months after the Completion Date of the Mr. Meal
Acquisition.
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24.
BUSINESS COMBINATION UNDER COMMON CONTROL (CONTINUED)
a)
Acquisition of Mr. Meal Group (Continued)
Details of the carrying amounts of the assets and liabilities of Mr. Meal Group at the date of
acquisition are as follows:
At 12 July 2023 | |
HK$ | |
Consideration | |
Cash paid | 1,000,000 |
Contingent consideration – Consideration Shares | 1,000,000 |
2,000,000 | |
Recognised amounts of identifiable assets acquired and liabilities assumed | |
Property, plant and equipment | 494,600 |
Deposits and prepayments | 36,099 |
Trade and other receivables | 1,047,000 |
Cash and cash equivalents | 454,174 |
Trade and other payables | (791,162) |
Net assets of Mr. Meal Group | 1,240,711 |
Goodwill arising on acquisition | 759,289 |
Net cash outflow arising on the acquisition: | |
HK$ | |
Cash consideration paid | (1,000,000) |
Cash and cash equivalents acquired | 454,174 |
(545,826) |
The value of the Consideration Shares is mainly based on the trading price of the Company and the relevant
indicators, which considered as significant inputs to the valuation. At 31 March 2025, the fair value of the
Consideration Shares is estimated to be HK$10,680.
The movements of the Consideration Shares are as follows:
HK$ | |
Initial recognition on 12 July 2023 | 1,000,000 |
Fair value changes | (874,478) |
Exchange realignments | (55,036) |
At 31 March 2024 | 70,486 |
Fair value changes | (60,651) |
Exchange realignments | 845 |
At 31 March 2025 | 10,680 |
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MAJOR NON-CASH TRANSACTIONS
Following note 22 to the financial statements, pursuant to the top-up subscription agreement, the
principal shareholder made a loan to the Company of HK$2,538,748 by way of settling on behalf
of the Company 27,500,000 shares to the Lender as repayment pursuant the convertible loan note.
FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
The Group is exposed to financial risks through its use of financial instruments in its ordinary
course of operations and in its investment activities. The financial risks include market risk
(including foreign currency risk and interest rate risk), credit risk and liquidity risk.
There has been no change to the types of the Group’s exposure in respect of financial instruments
or the manner in which it manages and measures the risks.
Categories of financial assets and liabilities
The carrying amounts presented in the consolidated statement of financial position relate
to the following categories of financial assets and financial liabilities:
2025 |
2024 |
|
HK$ |
HK$ |
|
Restated |
||
Financial assets |
||
Financial assets at fair value |
||
- Financial assets at FVPL |
344,105 |
1,107,248 |
Financial assets at amortised costs |
||
- Trade receivables |
772,471 |
2,349,282 |
- Contract assets |
855,410 |
- |
- Other receivables |
- |
108,544 |
- Deposit and prepayment |
1,325,157 |
1,682,543 |
- Cash and cash equivalents |
11,775,409 |
19,318,967 |
15,702,552 |
24,566, 584 |
2025 |
2024 |
|
HK$ |
HK$ |
|
Financial liabilities |
||
Financial liabilities at amortised cost |
||
- Trade payables |
302,484 |
1,751,682 |
- Contract liabilities |
5,460,205 |
8,424,227 |
- Amount due to a director |
1,202,925 |
2,097,277 |
- Amount due to a shareholder |
2,538,748 |
- |
- Lease liabilities |
- |
412,284 |
- Borrowings |
3,884,491 |
4,539,862 |
- Tax payable |
294,939 |
111,030 |
- Convertible loan note |
- |
5,967,000 |
13, 683 , 792 |
23,303,362 |
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26.
FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
(CONTINUED)
Foreign currency risk
Foreign currency risk refers to the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates.
The Group’s
exposure to currency risk mainly arises from the fluctuation of each the following currency
against the functional currencies of the relevant entities now comprising the Group. The
carrying amounts of the foreign currency denominated monetary assets and monetary
liabilities other than the functional currencies of the relevant entities comprising the
Group are as follows. The management closely monitors foreign exchange exposure to
mitigate the foreign currency risk.
| 2025 |
2024 |
|||
Assets |
Liabilities |
Assets |
Liabilities |
|
HK$ |
HK$ |
HK$ |
HK$ |
|
GBP |
3,302,669 |
4,817,368 |
32,676,769 |
7,430,057 |
SGD |
- |
515,439 |
1,198,306 |
809,117 |
MYR |
377,551 |
153,729 |
208,011 |
13,441 |
RMB |
520,514 |
91,406 |
265,004 |
52,537 |
4,200,733 |
5,577,942 |
34,348,091 |
8,305,152 |
|
26.3
Interest rate risk
The Group has no significant interest-bearing assets. Cash at bank earns interest at floating
rates based on daily bank deposits rates.
The Group is exposed to cash flow interest rate risk in relation to variable-rate bank
borrowings. It is the Group’s policy to keep its borrowings at floating rate of interest to
minimize the fair value interest rate risk. The Group currently does not have hedging
policy. However, the Directors monitor interest rate exposure and will consider necessary
action when significant interest rate exposure is anticipated.
Sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest
rates for variable-rate borrowings. The analysis is prepared assuming the borrowings
outstanding at the end of the reporting period were outstanding for the whole year. A 100
basis point increase or decrease is used when reporting interest rate risk internally to
Directors and represents Directors’ assessment of the reasonably possible change in
interest rates. If interest rates had been 100 basis point higher/lower and all other variables
were held constant, the Group’s pre-tax loss for the year would increase/decrease by
HK$38,845 (2024: HK$45,399). This is mainly attributable to the Group’s exposure to
interest rates on its variable-rate bank borrowings.
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Credit risk
The Group’s exposure to credit risk mainly arises from granting credit to customers and
other counterparties in the ordinary course of its operations. The Group’s maximum
exposure to credit risk for the components of the consolidated statement of financial
position at 31 March 2025 refers to the carrying amount of financial assets as disclosed in
note 26.1.
The exposures to credit risk are monitored by the Directors such that any outstanding
debtors are reviewed and followed up on an ongoing basis. The Group’s policy is to deal
only with creditworthy counterparties. Payment record of customers is closely monitored.
Normally, the Group does not obtain collateral from debtors.
Trade receivables
The Group has applied the simplified approach to assess the ECL as prescribed by IFRS
9. To measure the ECL, trade receivables have been grouped based on shared credit risk
characteristics and the past due days. In calculating the ECL rates, the Group considers
historical elements and forward looking elements. Lifetime ECL rate of trade receivables
is assessed minimal for all ageing bands as there was no recent history of default and
continuous payments were received. The Group determined that the ECL allowance in
respect of trade receivables for the years ended 31 March 2025 and 2024 is minimal as
there has not been a significant change in credit quality of the customers.
Other financial assets at amortised cost
Other financial assets at amortised cost include deposits, other receivables, loan
receivables and cash and cash equivalents.
The Directors are of opinion that there is no significant increase in credit risk on deposits,
other receivables, and cash and cash equivalents since initial recognition as the risk of
default is low after considering the factors as following:
-
any changes in business, financial or economic conditions that affects the debtor’s
ability to meet its debt obligations;
-
any changes in the operating results of the debtor;
-
any changes in the regulatory, economic, or technological environment of the debtor
that affects the debtor’s ability to meet its debt obligations.
The Group has assessed that the ECL for deposits, other receivables and loan receivables
are minimal under the 12-months ECL method as there is no significant increase in credit
risk since initial recognition. The credit risk with related parties is limited because the
counterparties are fellow subsidiaries. The Directors have assessed the financial position
of these related parties and there is no indication of default.
The credit risk for cash and cash equivalents are considered negligible as the counterparties
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26.
FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
(CONTINUED)
Liquidity risk
Liquidity risk relates to the risk that the Group will not be able to meet its obligations
associated with its financial liabilities that are settled by delivering cash or another financial
asset.
The Group’s prudent policy is to regularly monitor its current and expected liquidity
requirements, to ensure that it maintains sufficient reserves of cash and cash equivalents
to meet its liquidity requirements in the short term and longer term.
Analysed below are the Group’s remaining contractual maturities for its non-derivative
financial liabilities as at the reporting date.
When the creditor has a choice of when the
liability is settled, the liability is included on the basis of the earliest date when the Group
is required to pay.
Where settlement of the liability is in instalments, each instalment is
allocated to the earliest period in which the Group is committed to pay.
Total |
|||||
Within |
Over 1 year |
contractual |
|||
Carrying |
1 year or |
but within |
undiscounted |
||
amount |
on demand |
5 years |
Over 5 years |
cash flow |
|
HK$ |
HK$ |
HK$ |
HK$ |
HK$ |
|
202 5 |
|||||
- Trade and other payables |
2,939,666 |
2,939,666 |
- |
- |
2,939,666 |
- Amount due to a director |
1,202,925 |
1,202,925 |
- |
- |
1,202,925 |
- Amount due to a shareholder |
2,538,748 |
2,538,748 |
- |
- |
2,538,748 |
- Bank borrowings |
3,884,491 |
4,254,546 |
- |
- |
4,254, 546 |
10,565,830 |
10,935,885 |
- |
- |
10,935,885 |
|
2024 (restated) |
|||||
- Trade and other payables |
3,967,381 |
3,967,381 |
- |
- |
3,967,381 |
- Amount due to a director |
2,097,277 |
2,097,277 |
- |
- |
2,097,277 |
- Lease liabilities |
477,812 |
432,300 |
66,000 |
- |
498,300 |
- Bank borrowings |
4,539,862 |
4,999,680 |
- |
- |
4,999,680 |
- Convertible loan note |
5,410,507 |
5,410,507 |
- |
- |
5,410,507 |
46,485,278 |
42,837,344 |
66,000 |
- |
46,965,584 |
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26.
FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
(CONTINUED)
Fair values measurement
The following presents the assets and liabilities measured at fair value or required to
disclose their fair value in the consolidated financial statements on a recurring basis across
the three levels of the fair value hierarchy defined in IFRS 13 “Fair Value Measurement”
with the fair value measurement categorised in its entirety based on the lowest level input
that is significant to the entire measurement. The levels of inputs are defined as follows:
• Level 1 (highest level): quoted prices (unadjusted) in active markets for identical assets
or liabilities that the Group can access at the measurement date;
• Level 2: inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly;
• Level 3 (lowest level): unobservable inputs for the asset or liability.
(a)
Assets measured at fair value
During the year, there were no transfer between Level 1 and Level 2, nor transfer into
and out of Level 3 fair value measurements.
(b)
Assets and liabilities with fair value disclosure, but not measured at fair value
The carrying amounts of financial assets and liabilities that are carried at amortised
costs are not materially different from their fair values at the end of each reporting
CAPITAL MANAGEMENT
The Group’s capital management objectives are to ensure its ability to continue as a going concern
and to provide an adequate return for shareholders by pricing services commensurately with the
level of risks.
The Group actively and regularly reviews and manages its capital structure and makes adjustments
in light of changes in economic conditions. In order to maintain or adjust the capital structure, the
Group may adjust the amount of dividends paid to shareholders, issue new shares or raises new
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DISCONTINUED OPERATIONS
(a)
On 21 November 2024, the Company entered into a sale and purchase agreement (the “S&P
Agreement”) with an independent third party (the “Buyer”). Pursuant to the S&P agreement,
the Buyer agreed to acquire 100% issued share capital in RCPAY Limited (“RCPAY HK”) at
the transfer consideration of HK$400,000. After completion of the above disposal on 21
November 2024
RCPAY HK ceased to be subsidiary of the Company.
The Group disposed RCPAY Limited during the year ended 31 March 2025:
1 April 2024 to 21 | 1 April 2023 to | |
November 2024 | 31 March 2024 | |
HK$ | HK$ | |
Loss from the discontinued operations for the year | (2,657,442) | (4,295,163) |
Gain on de-consolidation of a subsidiary | ||
513,061 | - | |
(2,144,381) | (4,295,163) |
1 April 2024 to 21 | 1 April 2023 to 31 | |
November 2024 | March 2024 | |
HK$ | HK$ | |
Revenue | 150,000 | 850,446 |
Cost of sales | (1,098,274) | - |
Gross (loss)/profit | (948,274) | 850,446 |
Other income | 110,894 | 105,290 |
Subcontracting fee paid | - | (35,286) |
Staff costs | (1,072,500) | (2,275,500) |
Other operating expenses | (412,370) | (2,512,007) |
Depreciation on property, plant and equipment and right-of- | ||
| use assets | (321,376) | (395,199) |
Operating loss | (2,643,625) | (4,262,256) |
Finance charges | (13,817) | (32,907) |
Loss before income tax | (2,657,442) | (4,295,163) |
Income tax | - | - |
Loss for the year | (2,657,442) | (4,295,163) |
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(b)
On 30 March 2025, Regal Crown Technology (Singapore) Ptd Ltd was struck off on 10 March
2025. The Group discontinued Regal Crown Technology (Singapore) Ptd Ltd during the year
ended 31 March 2025:
1 April 2024 to 10 | 1 April 2023 to | |
March 2025 | 31 March 2024 | |
HK$ | HK$ | |
Proft/(Loss) from the discontinued operations for the year | 617,198 | (1,022,674) |
617,198 | (1,022,674) |
1 April 2024 to 10 | 1 April 2023 to 31 | |
March 2025 | March 2024 | |
HK$ | HK$ | |
Revenue | - | - |
Gross profit | - | - |
Other income | 779,924 | - |
Staff costs | - | (677,387) |
Other operating expenses | (136,996) | (365,295) |
Operating loss | 642,928 | (1,042,682) |
Exchange difference | (25,729) | 20,008 |
Profit/(Loss) before income tax | 617,198 | (1,022,674) |
Income tax | - | - |
Profit/(Loss) for the year | 617,198 | (1,022,674) |
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(c)
On 10 March 2025, RC365 Solution Sdn Bhd was struck off on 30 March 2025. The Group
discontinued RC365 Solution Sdn Bhd during the year ended 31 March 2025:
1 April 2024 to 30 | 1 April 2023 to | |
Mach 2025 | 31 March 2024 | |
HK$ | HK$ | |
Loss from the discontinued operations for the year | (892,518) | (250,197) |
(892,518) | (250,197) |
1 April 2024 to | 1 April 2023 to | |
30 Mach 2025 | 31 March 2024 | |
HK$ | HK$ | |
Revenue | - | - |
Gross profit | - | - |
Other income | 34 | 164 |
Staff costs | (578,805) | (84,067) |
Other operating expenses | (315,854) | (167,645) |
Operating loss | (894,625) | (251,549) |
Exchange difference | 2,107 | 1,352 |
Loss before income tax | (892,518) | (250,197) |
Income tax | - | - |
Loss for the year | (892,518) | (250,197) |
(d)
RC365 Business Advisory Limited was struck off on 25 April 2024. This subsidiary did not
contribute to the profit or loss of the Group for the years ended 31 March 2024 and 31 March
Material related parties transactions
Saved as disclosed elsewhere in these consolidated financial statements, the Group had no other
significant transactions or balances with related parties.
The remuneration of the directors of the Company during the years ended 31 March 2024 and
2025 is set out in note 8 to the consolidated financial statements.
Other balances with related parties are disclosed in the Company’s statement of financial position
and in note 19 and note 22 of the consolidated financial statements. All other transactions are
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CAPITAL COMMITMENTS
CONTINGENT LIABILITIES
As at 31 March 2025, there were contingent liabilities in respect of the following:
(i)
The Group is obligated to pay 50% of the revenue generated from the RC3.0 APP as per
the terms of the Collaboration agreement with Hatcher Group Limited. This arrangement
is effective for an initial term of 15 years from the launch date of the RC3.0 APP and will
automatically renew for successive one-year periods thereafter.
(ii)
The Group is obligated to pay 1% of the revenue generated from sale of licenses as per
the terms of agreement with YouneeqAI Technical Services Inc. This will conclude after
ULTIMATE CONTROLLING PARTY
The Directors are of the opinion that the ultimate controlling party was Mr. Chi Kit Law as at 31
RECLASSIFICATION
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RESTATEMENT
This note explains the adjustments made by the Group in restating its consolidated financial
statements for the year ended 31 March 2024 in accordance with IFRS, including the statement of
financial position as at 1 April 2023 and the financial statements as of, and for, the year ended 31
March 2024, to the respective statements presented in the financial statements for the year ended
31 March 2025. The details of the prior year adjustments (“PYA”) are as follows:
Statement of financial position as at 31 March 2023
Converti | Reclassifica | |||||
As previously | Intangible | ble loan | Share | tion of | ||
reported | assets | note | premium | accounts | Restated | |
31 March | 31 March | 31 March | 31 March | 31 March | 1 April | |
2023 | 2023 | 2023 | 2023 | 2023 | 2023 | |
HK$ | HK$ | HK$ | HK$ | HK$ | HK$ | |
ASSETS | Note 34.1 | |||||
Non - current assets | ||||||
Intangible assets | 6,184,803 | - | - | - | - | 6,184,803 |
Property, plant and | ||||||
| equipment | 61,057 | - | - | - | - | 61,057 |
Right - of - use assets | 204,684 | - | - | - | - | 204,684 |
Financial assets at | ||||||
| FVPL | - | - | - | - | 1,041,064 | 1,041,064 |
6,450,544 | - | - | - | 1,041,064 | 7,491,608 | |
Current assets | ||||||
Financial assets at | ||||||
| FVPL | 1,041,064 | - | - | - | (1,041,064) | - |
Deposit and | ||||||
| prepayments | 3,788,412 | - | - | - | - | 3,788,412 |
Trade and other | ||||||
| receivables | 17,698,025 | - | - | - | - | 17,698,025 |
Loan receivables | 294,500 | - | - | - | - | 294,500 |
Cash and cash | ||||||
| equivalents | 9,548,364 | - | - | - | - | 9,548,364 |
32,370,365 | - | - | - | - | 31,329,301 | |
Current liabilities | ||||||
Trade and other | ||||||
| payables | 2,288,347 | - | - | - | - | 2,288,347 |
Borrowings | 5,299,556 | - | - | - | - | 5,299,556 |
Lease liabilities | 135,711 | - | - | - | - | 135,711 |
7,723,614 | - | - | - | - | 7,723,614 | |
Net current assets | 24,646,751 | - | - | - | - | 24,646,751 |
Non - current | ||||||
liabilities | ||||||
Lease liabilities | 65,143 | - | - | - | - | 65,143 |
65,143 | - | - | - | - | 65,143 | |
Net assets | 31,032,152 | - | - | - | - | 31,032,152 |
EQUITY | ||||||
Share capital | 28,801,920 | - | - | (16,390,350) | - | 12,411,570 |
Share premium (note | ||||||
| 34.1) | 16,576,592 | - | - | 15,446,819 | - | 32,023,411 |
Group reorganisation | ||||||
| reserve | 589,836 | - | - | - | - | 589,836 |
Translation reserve | (271,224) | - | - | - | 271,224 | - |
Accumulated losses | (14,664,972) | - | - | 943,531 | (271,224) | (13, 992 , 665 ) |
Total equity | 31,032,152 | - | - | - | - | 31,032,152 |
Note 34.1
Adjustments made to correct the share premium and share capital balance that was incorrectly stated in
earlier years.
Statement of financial position as at 31 March 2024
As previously | Intangible | Convertible | Share | Reclassificatio | ||
reported | assets | loan note | premium | n of accounts | Restated | |
31 March | 31 March | 31 March | 31 March | 31 March | 1 April | |
2024 | 2024 | 2024 | 2024 | 2024 | 2024 | |
HK$ | HK$ | HK$ | HK$ | HK$ | HK$ | |
Note 34.2 | Note 34.3 | Note 34. 1 | Note 34. 4 | |||
ASSETS | ||||||
Non - current assets | ||||||
Goodwill | 759,289 | - | - | - | - | 759,289 |
Loan receivables | 3,257,981 | - | - | - | - | 3,257,981 |
Intangible assets | 23,513,372 | 4, 641 ,086 | - | - | - | 28, 154 ,458 |
Property, plant and | ||||||
equipment | 457,213 | - | - | - | - | 457,213 |
Financial asset - Fair value | ||||||
through profit or loss | ||||||
(Note 34.6) | - | - | - | - | 1,017,248 | 1,017,248 |
Right - of - use assets | 503,955 | - | - | - | - | 503,955 |
2 8 , 491 , 810 | 4, 641 ,086 | - | - | 1,017,428 | 34, 150 ,144 | |
Current assets | ||||||
Financial asset - Fair value | ||||||
through profit or loss | ||||||
(Note 34.6) | 1,017,248 | - | - | - | (1,017,248) | - |
Deposit and | ||||||
prepayments | 2,980,887 | - | - | - | - | 2,980,887 |
Trade and other | ||||||
receivables | 34,862,948 | - | (32,405,122) | - | - | 2,457,827 |
Cash and cash equivalents | 19,318,967 | - | - | - | - | 19,318,967 |
5 8 , 180 , 050 | - | (32,405, 12 2 ) | - | (1,017,428) | 24,757, 680 | |
Current liabilities | ||||||
Trade and other payables | 3,967,381 | - | - | - | - | 3,967,381 |
Contract liabilities | 8,424,227 | - | - | - | - | 8,424,227 |
Amount due to a director | 2,097,277 | - | - | - | - | 2,097,277 |
Borrowings | 4,539,862 | - | - | - | - | 4,539,862 |
Lease liabilities | 412,284 | - | - | - | - | 412,284 |
Convertible loan note | 35,402,946 | - | (29,435,946) | - | - | 5,967,000 |
Tax payables | 111,030 | - | - | - | - | 111,030 |
54,955,007 | - | (29,435,946) | - | - | 25,519,061 | |
Non - current liabilities | ||||||
Lease liabilities | 65,529 | - | - | - | - | 65,529 |
Contingent consideration | ||||||
– consideration share | 70,486 | - | - | - | - | 70,486 |
136,015 | - | - | - | - | 136,015 | |
Net assets | 31,580,838 | 4,641,086 | (2,969,17 6 ) | - | - | 33,252,748 |
EQUITY | ||||||
Share capital | 29,925,945 | - | - | ( 16,390,35 0) | - | 13,535,595 |
Share premium | 49,329,087 | 5,041,350 | - | 14,492,024 | 68,862,461 | |
Group reorganisation | ||||||
reserve | 589,836 | - | - | - | - | 589,836 |
Convertible loan note | ||||||
reserve | 2,957,651 | - | (2,957,651) | - | - | - |
Translation reserve | 323,731 | ( 105,217 ) | (11 ,525 ) | (290,555) | - | (83,566) |
Accumulated losses | (51,545,412) | (295,047) | - | 2,188,881 | - | ( 49,651,578 ) |
Total equity | 31,580,838 | 4,641,086 | (2,969,176) | - | - | 33,252,748 |
Note 34.2
An adjustment of HK$4,641,086 was made to correct an error in the carrying amount of intangible assets
that arose in prior years. A corresponding amortisation adjustment of HK$295,047 was recognised to reflect
the corrected net book value of the intangible assets as at year-end. In addition, a related adjustment of
HK$5,041,350 was made to the share premium balance, with a corresponding adjustment of HK$105,217
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recognised in the translation reserve.
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Note 34.3
Adjustments of HK$ 32,405,121 and HK$29,435,946 were made to correct the trade and other receivable,
convertible loan note balance as the total amount of convertible loan note liability is incorrectly recognised.
Adjustments of HK$2,957,651 was made to remove the convertible loan note reserve as the convertible
loan note is a financial liability and not a compound instruments. The corresponding translation reserve
adjustment of HK$11,525 was also made.
Statement of profit or loss and other comprehensive income for the year ended 31 March 2024
As previously | Convertible | Share | Reclassification | |||
reported | Intangible assets | loan note | premium | of accounts | Restated | |
2024 | 2024 | 2024 | 2024 | 2024 | 2024 | |
HK$ | HK$ | HK$ | HK$ | HK$ | HK$ | |
Note 34.2 | Note 34.3 | Note 34. 1 | Note 34. 4 | |||
Continuing operations | ||||||
Revenue | 21,179,203 | - | - | - | (9,000,000) | 12,179,203 |
Cost of sales | (87,228) | - | - | - | - | (87,228) |
Gross profit | 21,091,975 | - | - | - | (9,000,000) | 12,091,975 |
Other income | 920,749 | - | - | - | 9,000,000 | 9,920,749 |
Subcontracting fee paid | (5,641,935) | - | - | - | - | (5,641,935) |
Staff costs | (5,382,313) | - | - | - | - | (5,382,313) |
Other operating expenses | (6,522,095) | - | - | - | - | (6,252,900) |
Depreciation on property, plant | ||||||
and equipment and right-of- | ||||||
use assets and amortisation of | ||||||
intangible assets | (2,815,572) | (295,047) | - | - | - | (3,110,619) |
Operating profit/(loss) | 1,650,80 9 | (295,047) | - | - | - | 1,624,957 |
Fair value gain on contingent | ||||||
consideration – | ||||||
consideration shares | 874,478 | - | - | - | - | 874,478 |
Fair value loss on financial | ||||||
assets at FVPL | (33,511,816) | - | - | - | - | (33,511,816) |
Finance charges | (175,755) | - | - | - | - | (175,755) |
Loss before income tax | (3 1 , 1 62 , 28 4 ) | (295,047) | - | - | - | (31,188,137) |
Income tax expense | (128,762) | - | - | - | - | (128,762) |
Loss for the period from | ||||||
continuing operations | (31,291,047) | (295,047) | - | - | - | (31,316,899) |
Discontinued operations | ||||||
Loss for the period from | ||||||
discontinued operations | (5,568589,034) | - | - | - | - | (5,568,034) |
Loss for the year | (36,880,440) | (295,047) | - | - | - | (36,697,274) |
Note 34.4
A reclassification of grant income of HK$9,000,000 is made to correct the revenue for the year ended 31
POST BALANCE SHEET EVENTS
Save as disclosed in this annual report, the Directors are not aware of any significant event requiring
94
|
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Company statement of financial position
as at 31 March 2025
The accompanying notes to the consolidated financial statements on pages 46 to 102 form an integral part
of these consolidated financial statements.
Approved by the Board and authorised for issue on 31 July 2025
Hon Keung CHEUNG
Director
Company Registration number: 13289422
Notes
2025
2024
2023
HK$
HK$
HK$
Restated
Restated
ASSETS
Non-current assets
Investment in subsidiaries
40
2,000,017
10,516,018
8,096,268
Financial assets at FVPL
39
344,105
1,017,248
-
Intangible assets
-
20,935,969
-
2,
344,122
32,469,235
8,096,268
Current assets
Amount due from a subsidiary
38
230,521
12,578,495
10,346,053
Prepayments
257,030
3,054
-
Other receivables
-
103,549
17,698,025
Amounts due from a shareholder
-
10
10
Cash and cash equivalents
347,330
41,098
-
834,881
12,726,206
28,044,088
Current liabilities
Other payables
1,820,448
956,265
125,785
Amount due to
subsidiaries
38
1,417,321
853
10
Convertible loan note
22
-
5,967,000
-
Amount due to a shareholder
19
2,538,739
-
-
5,776,507
6,
924,118
125,795
Net current
(liabilities)/
assets
(4,941,627)
5,802,088
27,918,293
Non-current liabilities
Contingent consideration –
consideration shares
24(a)
10,680
70,486
-
Net
(liabilities)/
assets
(2,608,184)
38,
200,836
36,014,561
EQUITY
Share capital
23
15,722,041
13,535,595
12,411,570
Share premium
72,636,015
68,862,461
32,023,411
Accumulated Losses
(90,966,240)
(44,197,219)
(8,420,420)
[…]
Total
(deficit)/
equity
(2,608,184)
38,200,83
7
36,014,561
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Company statement of changes in equity
for the year ended 31 March 2025
The accompanying notes to the consolidated financial statements on pages 46 to 102 form an integral part
of these consolidated financial statements.
Share capital
Share
premium
Translation
reserve
Convertible
loan note
reserve
Accumulated
losses
Total
HK$
HK$
HK$
HK$
HK$
HK$
At 1 April 2023
28,801,920
16,576,592
(441,134)
-
(8,922,817)
36,014,561
Prior period adjustments
(16,390,350)
15,446,819
441,134
-
502,397
-
At 1 April 2023 after
prior period adjustment
12,411,570
32,023,411
-
-
(8,420,420)
36,014,561
Loss for the year
-
-
-
-
(36,914,065)
(36,914,065)
Total comprehensive
expenses
-
-
-
-
(36,914,065)
(36,914,065)
Issue of share capital
1,124,025
32,752,495
-
-
-
33,876,520
Issue of convertible loan
note
-
-
-
2,957,651
-
2,957,651
Restatement
-
4,086,555
-
(2,957,651)
1,137,266
2,266,170
At 31 March 2024 and
at 1 April 2024
(restated)
13,535,595
68,862,461
-
-
(44,197,219)
38,200,837
Loss for the year
-
-
-
-
(46,769,021)
(46,769,021)
Total comprehensive
expenses
-
-
-
-
(46,769,021)
(46,769,021)
Issue of share capital
2,186,446
3,773,554
-
-
-
5,960,000
-
-
-
-
At 31 MARCH 2025
15,722,041
72,636,015
-
-
(90,966,240)
(2,608,184)
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Company statement of cash flows
for the year ended 31 March 2025
The accompanying notes to the consolidated financial statements on pages 46 to 102 form an integral part
of these consolidated financial statements.
2025
2024
HK$
HK$
Restated
Cash flows from operating activities
Loss before income tax
(46,769,021)
(37,172,128)
Adjustments for:
Amortisation of intangible assets
2,260,875
1,301,672
Fair value loss on financial assets at FVPL
661,824
33,470,752
Fair value gain on contingent consideration
(60,651)
(874,478)
Net gain on disposal of financial assets at FVPL
-
(80,883)
Impairment of intangible assets
19,029,031
Impairment losses on investment in and receivables from
subsidiary
18,876,839
821
Gain on disposal of a subsidiary
(398,336)
-
Loss on strike off of subsidiaries
448,586
-
Bank interest income
-
(280)
Operating cashflow before working capital changes
(5,950,853)
(3,354,524)
(Increase)/ decrease in amount due from a subsidiary
1,123,659
(2,331,954)
Increase in other payables
864,183
824,163
Increase in prepayments
(253,976)
(3,053)
Decrease/(Increase) in other receivables
103,549
(517,876)
Increase in amount due to subsidiaries
1,418,404
831
Net cash used in operating activities
(2,695,029)
(4,816,323)
Cashflow from investing activities
Acquisition of subsidiaries
-
(1,420,534)
Proceeds from disposal of financial assets at FVPL
-
379,496
Net cash inflow for the disposal of subsidiaries - RC Pay HK
400,000
-
Interest received
-
280
Net cash generated from/(used in) investing activities
400,000
(1,040,758)
Cashflow from financing activities
Repayment of convertible loan note
(1,523,250)
-
Proceeds from issue of convertible loan note
4,019,333
5,967,000
Net cash from financing activities
2,496,083
5,967,000
Net change in cash and cash equivalents
201,054
109,919
Effect of exchange rate changes
105,178
(68,821)
Cash and cash equivalents at beginning of the year
41,098
-
Cash and cash equivalents at the end of the year
347,330
41,098
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35.
SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation:
The separate financial statements of the Company are presented as required by the Companies Act
2006. As permitted by that Act, the separate financial statements have been prepared in accordance
with UK-adopted International Accounting Standards.
The financial statements have been prepared on the historical cost basis. The principal accounting
policies adopted are the same as those set out in note 2 to the consolidated financial statements.
The financial statements are presented in Hong Kong Dollars ("HK$"), which is the Group's
functional and presentational currency, and rounded to the nearest dollar. In addition, investments
in subsidiaries are stated at cost less, where appropriate, provision for impairment.
36.
LOSS ATTRIBUTABLE TO SHAREHOLDERS
Under section 408 of the Companies Act 2006, the Company is exempt from the requirement to
present its own income statement. The loss attributable to the Company for the year ended 31
March 2025 was HK$ 46,769,021. (2024 (restated): loss of HK$ 37,172,728)
37.
STAFF COSTS
During the years ended 31 March 2025 and 2024, all Directors and staff are employed by wholly
owned subsidiaries of the Company, and therefore there were no Directors’ remuneration and staff
costs.
38.
AMOUNT DUE FROM A SUBSIDIARY/DUE TO A SUBSIDIARY
The amounts due are unsecured, interest-free and repayable on demand. As at 31 March 2025, the
balances with group companies will be settled on a net basis and accordingly netted in the company
financial statements. As a result, the balance of Cast Great Investments Limited was HK$230,521
presented in amount due from a subsidiary and the balance of RC365 Global Limited was HK$
1,298,847 and the balance of RCPAY Limited was HK$135,493 presented in amount due to
subsidiaries.
39.
FINANCIAL INSTRUMENTS
39.1
Credit risk
The main credit risk is amount due from a subsidiary and cash and cash equivalents. In
order to minimise the credit risk, the management of the Group has delegated a team
responsible for determination of credit limits, credit approvals and other monitoring
procedures to ensure that follow-up action is taken to recover overdue debts. In addition,
the Group reviews regularly the recoverable amount of other receivables and amount due
from a subsidiary to ensure that adequate impairment losses are made for irrecoverable
amounts. Assessments done based on the Group’s historical settlement records, past
experience, general economic conditions and an assessment of both the current conditions
at the reporting date as well as the forecast of future conditions. In this regard, the
management considers that the Group’s credit risk is significantly reduced. Other
receivables and amount due from a subsidiary are written off when there is no reasonable
expectation of recovery.
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39.2
Liquidity risk
The main liquidity risk relates to the other payables and amount due to a subsidiary. The
Company’s prudent policy is to regularly monitor its current and expected liquidity
requirements, to ensure that it maintains sufficient reserves to meet its liquidity
requirements in the short term and longer term.
39.3
Fair value measurement
The following presents the assets and liabilities measured at fair value or required to
disclose their fair value in the consolidated financial statements on a recurring basis across
the three levels of the fair value hierarchy defined in IFRS 13 “Fair Value Measurement”
with the fair value measurement categorised in its entirety based on the lowest level input
that is significant to the entire measurement. The levels of inputs are defined as follows:
• Level 1 (highest level): quoted prices (unadjusted) in active markets for identical assets
or liabilities that the Group can access at the measurement date;
• Level 2: inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly;
• Level 3 (lowest level): unobservable inputs for the asset or liability.
(c)
Assets measured at fair value
During the year, there were no transfer between Level 1 and Level 2, nor transfer into
and out of Level 3 fair value measurements.
(d)
Assets and liabilities with fair value disclosure, but not measured at fair value
The carrying amounts of financial assets and liabilities that are carried at amortised
costs are not materially different from their fair values at the end of each reporting
period.
39.4
Capital risk management
The Company’s capital management objectives are to ensure its ability to continue as a
going concern and to provide an adequate return for shareholders.
The Company actively and regularly reviews and manages its capital structure and makes
adjustments in light of changes in economic conditions. In order to maintain or adjust the
capital structure, the Company may adjust the amount of dividends paid to shareholders,
issue new shares or raises new debt financing.
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40.
INVESTMENT IN SUBSIDIARIES
2025
2024
HK$
HK$
At 1 April
10,516,018
8,096,268
Addition
8
2,419,750
-
Impairment losses
(8,516,009)
-
2,000,017
10,516,018
Particulars of the Company’s subsidiaries as at 31 March 2025 are as follows:
Name of subsidiary
Place / country
of
incorporation
and operations
Particulars of
issued and paid-
up
share / registered
capital
Percentage of interest
held by the Company
Principal activities
Directly
Indirectly
Regal Crown Technology
Limited
Hong Kong
HK$10,300,001
100%
-
IT software development
RCPay Ltd (Hong Kong)
(note 1)
Hong Kong
HK$10,000
-
-
Prepaid card consultancy
services and licensed money
service operation
Regal Crown Technology
(Singapore) Pte Ltd (note 2)
Singapore
SGD100,000
-
-
IT consultancy and
consultancy management
services
RC365 Global Limited
British Virgin
Islands
USD50,000
-
100%
Finance and treasury centre of
the Group
RCPAY Limited
England and
Wales
GBP 1
100%
-
Provision of exchange and
remittance services and
licensed small payment services
Mr. Meal Production Limited
Hong Kong
HK$ 11,111
100%
-
Provision of media production
services
美得妙
(
珠海
)
文化傳播有限
公司
The People's
Republic of
China
CNY100,000
-
100%
Media production
RC365 Solution Sdn. Bhd.
(note 3)
Malaysia
RM 1
-
-
Business management
consultancy services
RC365 Business Advisory
Limited (note 4)
Malaysia
USD100
-
-
Not yet commenced
Cast Great Investments
Limited
British Virgin
Islands
USD 1
100%
-
Investment
holding
HC Capital Group Limited
Hong Kong
HK$10,000
100%
Money lending services
RC365 Technology Sdn. Bhd.
Malaysia
RM 1
-
100%
IT software development
Notes:
(1)
This subsidiary was disposed on 21 November 2024.
(2)
This subsidiary was struck off on 10 March 2025.
(3)
This subsidiary was struck off on 30 March 2025.
(4)
This subsidiary was struck off on 25 April 2024.
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41.
RESTATEMENT
This note explains the adjustments made by the Company in restating its financial statements as at
31 March 2024 in accordance with IFRS, including the statement of financial position as at 1 April
2023, to the respective statements presented in the financial statements as at 31 March 2025. The
details of the prior year adjustments (“PYA”) are as follows:
Statement of financial position as at 31 March 2023
As previously
reported
31 March
2023
HK$
Intangible
assets
31 March
2023
HK$
Converti
ble loan
note
31 March
2023
HK$
Share
premium
31 March
2023
HK$
Reclassifica
tion of
accounts
31 March
2023
HK$
Restated
1 April
2023
HK$
ASSETS
Note 4
1
.1
Note 41.
4
Non
-
current assets
Interest in subsidiary
8,096,26
9
-
-
-
-
8,096,26
9
8,096,26
9
-
-
-
-
8,096,26
9
Current assets
Trade and other
receivables
17,698,035
-
-
-
-
17,698,025
Amounts due from a
subsidiary company
10,346,053
-
-
-
-
10,346,053
28,044,088
-
-
-
-
28,044,088
Current liabilities
Trade and other
payables
125,785
-
-
-
-
125,785
Amounts due to
subsidiaries
10
-
-
-
-
10
125,795
-
-
-
-
125,795
Net current assets
27,918,293
-
-
-
-
27,918,293
Non
-
current
liabilities
Lease liabilities
-
-
-
-
-
-
-
-
-
-
-
-
Net assets
36,014,561
-
-
-
-
36,014,561
EQUITY
Share capital
28,801,920
-
-
(16,390,350)
-
12,411,570
Share premium (note
34.1)
16,576,592
-
-
15,446,819
-
32,023,411
Translation reserve
(441,134)
-
-
-
441,134
-
Accumulated losses
(8,922,817)
-
-
943,531
(441,134)
(8,420,420)
Total equity
36,014,561
-
-
-
-
36,014,561
Note 41.1
An adjustment of HK$ 170,082 is made to correct the share premium balance that was incorrectly stated
in earlier years.
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Note 41.2
An adjustment of HK$4,641,086 was made to correct an error in the carrying amount of intangible assets
that arose in prior years. A corresponding amortisation adjustment of HK$295,047 was recognised to reflect
the corrected net book value of the intangible assets as at year-end. In addition, a related adjustment of
HK$5,041,350 was made to the share premium balance, with a corresponding adjustment of HK$105,217
recognised in the translation reserve.
Note 41.3
Adjustments of HK$ 32,405,121 and HK$29,435,946 were made to correct the trade and other receivable,
convertible loan note balance that was incorrectly stated in earlier years. Adjustments of HK$2,957,651 was
made to remove the convertible loan note reserve which was incorrectly stated in earlier years. The
corresponding translation reserve adjustment of HK$11,524 was also made.
Statement of financial position as at 31 March 2024
As previously
reported
31 March
2024
HK$
Intangible
assets
31 March
2024
HK$
Convertible
loan note
31 March
2024
HK$
Share
premium
31 March
2024
HK$
Reclassificatio
n of accounts
31 March
2024
HK$
Restated
1 April
2024
HK$
Note 41.2
Note 41.3
Note 41.1
Note 41.4
ASSETS
Non
-
current assets
Intangible assets
16,294,883
4,641,086
-
-
-
20,935,969
Financial asset
-
Fair value
through profit or loss
-
-
-
-
1,017,248
1,017,248
Interest in subsidiary
10,516,018
-
-
-
-
10,516,018
2
6
,
810
,
901
4,641,086
-
-
-
32,469,235
Current assets
Financial asset
-
Fair value
through profit or loss
1,017,248
-
-
-
(1,017,248)
-
P
repayments
3,054
-
-
-
-
3,054
Trade and other
receivables
32,508,671
-
（
32,405,122
）
-
-
103,549
Amounts due from a
subsidiary company
12,578,505
-
-
-
-
12,578,505
Cash and cash equivalents
41,098
-
-
-
-
41,098
46,148,576
-
（
32,405,121
）
-
-
12,726,206
Current liabilities
Trade and other payables
956,265
-
-
-
-
956,265
Convertible loan
note
35,402,946
(29,435,946)
-
-
5,967,000
Amounts due to related
companies
853
-
-
-
-
853
36,360,06
4
-
(29,435,946)
-
-
6,924,118
Non
-
current liabilities
Contingent consideration
– consideration share
70,486
-
-
-
-
70,486
70,486
-
-
-
-
70,486
Net assets
36,528,92
7
4,641,086
(2,969,176)
-
-
38,200,83
7
EQUITY
Share capital
29,925,945
-
-
(16,390,350)
-
13,535,
595
Share premium
49,329,087
5,041,350
-
14,492,024
-
68,862,461
Convertible loan note
reserve
2,957,651
-
(2,957,651)
-
-
-
Translation reserve
385,936
(105,21
7
)
(11,52
5
)
-
(269,196)
-
Accumulated losses
(46,069,69
2
)
(295,047)
-
1
,
8
98
,
326
269
,
196
(4
4
,
197
,
219
)
Total equity
36,528,92
7
4,144,086
(2,969,176)
-
-
38,200,83
7
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Note 41.4
A reclassification of translation reserve is made to correct the exchange differences to the income statement
for the year ended 31 March 2023 and 31 March 2024. Further, the financial assets – fair value are
reclassified to non-current assets.
Docusign Envelope ID: 914DA166-1C03-4FFE-8D1E-46FD3CC59914