ROMA (META) GROUP LIMITED Dear Non-registered Shareholder(Note 1) , Roma (meta) Group Limited (the "Company") – Notice of Publication of Circular including Notice of the Annual General Meeting (the "Current Corporate Communication(s)") The English and Chinese versions of the Company's Current Corporate Communication(s) are available on the Company's website at www.romagroup.com and the website of The Stock Exchange of Hong Kong Limited (the "HKEx's website") at www.hkexnews.hk respectively (the "Website Ver ...

羅馬（元宇宙）集團有限公司* (Incorporated in the Cayman Islands with limited liability) – Notice of Publication of Circular including Notice of the Annual General Meeting and Proxy Form (the "Current Corporate Communication(s)") The English and Chinese versions of the Company's Current Corporate Communication(s) are available on the Company's website at www.romagroup.com and the website of The Stock Exchange of Hong Kong Limited (the "HKEx's website") at www.hkexnews.hk respectively (the "Website Version"). The Company ...

香 港 交 易 及 結 算 所 有 限 公 司 以 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 通 告 的 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 不 會 就 因 本 通 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 ROMA (META) GROUP LIMITED 羅 馬（元宇宙）集團有限公司 * （於開曼群島註冊成立之有限公司） （股份代號：8072） 股 東 週 年 大 會 通 告 茲 通 告 羅 馬（元 宇 宙）集 團 有 限 公 司（「本 公 司」）謹 訂 於 二 零 二 五 年 九 月 二 十 五 日（星 期 四）上 午 十 一 時 正 假 座 香 港 灣 仔 告 士 打 道39號 夏 愨 大 廈11樓1101–04室 舉 行 股 東 週 年 大 會，以 考 慮 及 酌 情 處 理 下 列 本 公 司 決 議 案： 普 通 決 議 案 以 及 考 慮 及 酌 情 批 准 下 列 決 議 案 為 普 通 決 議 案（不 ...

（於開曼群島註冊成立之有限公司） （股份代號：8072） 羅 馬（元宇宙）集團有限公司 * ROMA (META) GROUP LIMITED 地 址 為 為 本 人╱吾 等 之 代 表 附 註3 ，代 表 本 人╱吾 等 出 席 將 於 二 零 二 五 年 九 月 二 十 五 日（星 期 四）上 午 十 一 時 正 假 座 香 港 灣 仔 告 士 打 道39號 夏 愨 大 廈11樓1101–04室 舉 行 之 大 會 或 其 續 會，並 於 有 關 大 會 及 其 續 會 按 下 文 所 指 示 代 表 本 人╱吾 等 投 票。請 於 適 當 空 欄 內 標 示 閣 下 擬 於 表 決 時 作 出 之 投 票 方 式。 | | 普 通 決 議 案 | 附 註4 贊 成 | 附 註4 反 對 | | --- | --- | --- | --- | | 1. | 考 慮 及 採 納 截 至 二 零 二 五 年 三 月 三 十 一 日 止 年 度 本 公 司 及 其 附 屬 公 | | | | | 司 之 經 審 核 綜 合 財 務 報 表 以 及 本 公 司 董 事（「董 事」）及 獨 立 核 數 師（「獨 | ...

此 乃 要 件 請 即 處 理 ROMA (META) GROUP LIMITED 羅 馬（元宇宙）集團有限公司 * （於開曼群島註冊成立之有限公司） （股份代號：8072） 發 行 及 購 回 股 份 之 一 般 授 權、 建 議 重 選 董 事 及 股 東 週 年 大 會 通 告 閣 下 如 對 本 通 函 各 方 面 或 應 採 取 之 行 動 有 任 何 疑 問，應 諮 詢 閣 下 之 持 牌 證 券 交 易 商 或 註 冊 證 券 機 構、銀 行 經 理、律 師、專 業 會 計 師 或 其 他 專 業 顧 問。 閣 下 如 已 將 名 下 之 羅 馬（元 宇 宙）集 團 有 限 公 司 股 份 全 部 售 出 或 轉 讓，應 立 即 將 本 通 函 及 隨 附 之 代 表 委 任 表 格 送 交 買 主 或 承 讓 人，或 經 手 買 賣 或 轉 讓 之 銀 行、持 牌 證 券 交 易 商 或 註 冊 證 券 機 構 或 其 他 代 理 商，以 便 轉 交 買 主 或 承 讓 人。 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 通 函 之 內 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 羅馬(元字宙)集團有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08072 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,880,000,000 | HKD | | 0.2 | HKD | | 576,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,880,000,000 | HKD | | 0.2 | HKD | | 576,000,000 | 本月底法定/註 ...

Part I [Company Information](index=4&type=section&id=Company%20Information) This section provides fundamental details about Roma (Metaverse) Group Limited, including its incorporation, listing, headquarters, principal banker, and independent auditor - Mr. Yu Ji Hua serves as the Chairman and Chief Executive Officer, concurrently holding the positions of Company Secretary and Compliance Officer[8](index=8&type=chunk) - The chairpersons of the company's Audit Committee, Remuneration Committee, and Nomination Committee are all independent non-executive directors, aligning with corporate governance requirements[8](index=8&type=chunk) Chairman's Statement [Chairman's Statement](index=10&type=section&id=Chairman%27s%20Statement) The Chairman reviewed the fiscal year's performance, highlighting a 20.0% revenue decrease but a narrowed loss attributable to owners from HK$41.0 million to HK$34.6 million, achieved through business streamlining and maintaining a leading position in valuation and advisory, with future plans for service expansion and M&A, anticipating market recovery from interest rate reductions and supportive macro policies Key Performance Indicators for FY2025 | Indicator | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HK$42.0 million | - | -20.0% | | Loss attributable to owners | Approx. HK$34.6 million | Approx. HK$41.0 million | Narrowed by 15.6% | - During the year, the Group disposed of a continuously loss-making indirect wholly-owned subsidiary for a consideration of **HK$0.1 million**, aiming to streamline its corporate structure and enhance overall performance[24](index=24&type=chunk) - Looking ahead, the Group plans to explore expanding its advisory service scope, such as US IPO advisory services, and M&A opportunities to solidify its market position in Hong Kong's valuation and advisory industry[25](index=25&type=chunk) - Future interest rate cuts are expected to support a gradual market demand recovery, coupled with the advancement of "Belt and Road" and "Guangdong-Hong Kong-Macao Greater Bay Area" policies, creating new opportunities for Hong Kong as an international financial center[26](index=26&type=chunk) Management Discussion and Analysis [Business and Financial Review](index=12&type=section&id=Business%20and%20Financial%20Review) The Group's total revenue decreased by 20.0% to HK$42.0 million, with valuation and advisory services becoming the main revenue driver, while financing and securities brokerage revenues declined, leading to a narrowed loss attributable to owners from HK$41.0 million to HK$34.6 million due to one-off gains and reduced expenses Revenue Performance by Business Segment (For the year ended March 31) | Business Segment | FY2025 Revenue (HK$ million) | FY2024 Revenue (HK$ million) | YoY Change | | :--- | :--- | :--- | :--- | | Valuation and Advisory Services | 29.9 | 27.5 | +8.7% | | Financing Services | 3.7 | 14.5 | -74.5% | | Securities Brokerage, Placement, etc. | 8.4 | 10.4 | -19.7% | | **Total** | **42.0** | **52.4** | **-20.0%** | - Other gains, other income, and losses increased by **26.7%** to **HK$15.8 million**, primarily due to a one-off gain of approximately **HK$3.5 million** from the disposal of a subsidiary[34](index=34&type=chunk) - Net impairment losses under expected credit loss (ECL) model were **HK$27.4 million**, a slight decrease of **2.2%** from **HK$28.1 million** in the prior year[37](index=37&type=chunk) - Loss attributable to owners decreased by **HK$6.4 million** to **HK$34.6 million**, mainly due to reduced other expenses, no goodwill impairment loss, and increased other income, offsetting the negative impact of revenue decline[42](index=42&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=15&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) The Group maintains a sound financial position with net current assets of HK$283.2 million and a current ratio of 2.4 as of March 31, 2025, while the gearing ratio decreased from 0.31 to 0.27, and during the year, the company completed a share consolidation (20-for-1) and a rights issue, raising approximately HK$24.0 million net, and revised the use of proceeds from the 2017 rights issue to support staff costs, business expansion, and loan repayment Financial Position Indicators (As at March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net current assets | HK$283.2 million | HK$275.1 million | | Cash and bank balances (general accounts) | HK$17.8 million | HK$7.0 million | | Total bank borrowings | HK$45.5 million | HK$57.4 million | | Current ratio | 2.4 | 2.7 | | Gearing ratio | 0.27 | 0.31 | - A share consolidation was completed on **August 29, 2024**, merging every **20** shares of HK$0.01 par value into **1** consolidated share of HK$0.2 par value[61](index=61&type=chunk) - A rights issue was completed on **October 14, 2024**, issuing approximately **126 million** shares on a "3-for-1" basis, raising approximately **HK$24.0 million** net[62](index=62&type=chunk) Change in Use of Rights Issue Proceeds and Utilization (HK$ million) | Use | Revised Total | Utilized as of 2025/3/31 | Unutilized Balance | | :--- | :--- | :--- | :--- | | Staff costs | 47.9 | 14.0 | 33.9 | | Expansion of existing business | 9.6 | – | 9.6 | | Repayment of interest-bearing borrowings | 12.0 | 7.0 | 5.0 | | General working capital | 10.4 | 6.0 | 4.4 | | **Total** | **79.9** | **27.0** | **52.9** | [Future Prospects](index=19&type=section&id=Future%20Prospects) The Group will continue to consolidate its leading position in Hong Kong's valuation and advisory services sector, actively exploring expanded service offerings (such as US IPO advisory) and M&A opportunities to sustain growth, with management anticipating future interest rate reductions to stimulate market demand recovery, supporting Hong Kong's economic activity, which will benefit the Group's securities-related businesses and serve as a key driver for future revenue growth - The core strategy is to become a leading valuation and advisory service provider in Hong Kong, with plans to explore expanding service scope (e.g., US IPO advisory services) and M&A opportunities[70](index=70&type=chunk) - Expected future interest rate cuts will support demand recovery, instilling confidence in Hong Kong's economy, which will benefit the Group's integrated securities brokerage business development[70](index=70&type=chunk) Directors and Governance [Biographical Details of Directors and Senior Management](index=20&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section details the backgrounds, qualifications, and experience of the company's executive and independent non-executive directors, including Chairman and CEO Mr. Yu Ji Hua and Mr. Li Shang Qian as executive directors, and Mr. Zhong Wen Li, Ms. Li De Xian, and Ms. Sun Tian Xin as independent non-executive directors, who collectively possess extensive experience in accounting, auditing, finance, and marketing, with senior management members being the executive directors - Executive Director Mr. Yu Ji Hua, aged **59**, is one of the company's founding members, possessing over **20 years** of experience in accounting and finance, and also serves as an independent non-executive director for several listed companies[72](index=72&type=chunk) - Executive Director Mr. Li Shang Qian, aged **41**, holds a Master's degree in Biochemistry and Structural Biology, and has served as Project Director within the Group since **2010**[73](index=73&type=chunk) - The independent non-executive director team possesses diverse professional backgrounds, including accounting (Mr. Zhong Wen Li), sales and marketing (Ms. Li De Xian), and corporate finance (Ms. Sun Tian Xin)[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) [Corporate Governance Report](index=22&type=section&id=Corporate%20Governance%20Report) During the reporting period, the company largely complied with the Corporate Governance Code, with the sole deviation being the combined roles of Chairman and Chief Executive Officer held by Mr. Yu Ji Hua, which the Board believes provides strong and consistent leadership, and the report elaborates on the structure, responsibilities, and operations of the Board and its committees (Audit, Remuneration, Nomination), along with the company's internal control, risk management, shareholder rights, and communication policies - The company deviates from Corporate Governance Code provision C.2.1, where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Yu Ji Hua, which the Board believes provides strong and consistent leadership without undermining the balance of power[79](index=79&type=chunk)[88](index=88&type=chunk) - The Audit Committee, comprising three independent non-executive directors, has reviewed the annual results and internal control system, deeming them effective and adequate[92](index=92&type=chunk)[95](index=95&type=chunk) - The Board has adopted a board diversity policy and recognizes the importance of diversity at the employee level; as of the reporting period end, **62%** of the Group's **50** employees were male and **38%** were female[104](index=104&type=chunk)[107](index=107&type=chunk) - The Board, through the Audit Committee, conducted an annual review of the internal control and risk management systems for the year, concluding they were effective and adequate[111](index=111&type=chunk) [Directors' Report](index=35&type=section&id=Directors%27%20Report) The Directors' Report outlines the Group's principal activities, performance review, key risks, share capital movements, and shareholder interests, noting that during the reporting period, the company primarily engaged in valuation and advisory, financing, and securities brokerage services, with key risks stemming from reliance on professional staff, and discloses that controlling shareholder Mr. Luk Kee Yan holds 51.00% of the company's shares through Aperto Investments Limited, and while the company has share option and share award schemes, no interests were granted to participants during the year - The Group's principal activities include providing valuation and advisory services, financing services, securities brokerage, placement and underwriting, and investment advisory and asset management services[130](index=130&type=chunk) - Key risks and uncertainties include reliance on the experience and knowledge of professional staff, and the ability to engage suitable independent professionals when needed[140](index=140&type=chunk) Major Shareholders and Directors' Shareholdings (As at March 31, 2025) | Shareholder/Director | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Luk Kee Yan | Interest in controlled corporation | 85,858,058 | 51.00% | | Mr. Yu Ji Hua | Interest in controlled corporation (Share Award Scheme Trustee) | 7,029,000 | 4.18% | - The company has a new share option scheme and a share award scheme; during the year, no share options were granted under the share option scheme, and while the trustee of the share award scheme purchased **4.2 million** shares from the market, no award shares were granted to employees[163](index=163&type=chunk)[173](index=173&type=chunk)[176](index=176&type=chunk) Audit and Financial Statements [Independent Auditor's Report](index=48&type=section&id=Independent%20Auditor%27s%20Report) Independent auditor Rongcheng (Hong Kong) CPA Limited issued an unqualified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming that the financial statements present a true and fair view of the Group's financial position and performance, with "Impairment Assessment of Loans and Interest Receivables" highlighted as a key audit matter due to significant management judgment and estimation involved - The auditor issued an **unqualified opinion** on the consolidated financial statements, deeming them to present a true and fair view of the Group's financial position and performance[197](index=197&type=chunk) - A key audit matter is the "Impairment Assessment of Loans and Interest Receivables"; as of the reporting period end, total loans and interest receivables were approximately **HK$417 million**, with an Expected Credit Loss (ECL) allowance of approximately **HK$92 million**, involving significant judgment and estimation[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) - The auditor's procedures included evaluating the Group's ECL model, methodology, and parameters, and testing supporting evidence to assess the reasonableness of the allowance[204](index=204&type=chunk) [Consolidated Financial Statements](index=52&type=section&id=Consolidated%20Financial%20Statements) This section contains the Group's core financial statements, with the Consolidated Statement of Profit or Loss showing an annual loss of HK$32.6 million, a narrowing from the previous year, the Consolidated Statement of Financial Position indicating net assets of HK$293.9 million, and the Consolidated Statement of Cash Flows revealing a net increase in cash and cash equivalents of HK$10.8 million during the year, primarily driven by financing activities [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=52&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue was HK$42.0 million, a 20.0% year-on-year decrease, and due to reduced expenses and increased other income, the annual loss narrowed from HK$39.8 million to HK$32.6 million, with loss attributable to owners of the company being HK$34.6 million and basic loss per share of HK$0.35 Consolidated Statement of Profit or Loss Summary (For the year ended March 31, thousand HKD) | Indicator (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 41,972 | 52,436 | | Loss before income tax | (32,624) | (40,015) | | Loss for the year | (32,624) | (39,798) | | Loss attributable to owners of the Company | (34,589) | (40,990) | | Basic loss per share (HKD) | (0.35) | (1.02) | [Consolidated Statement of Financial Position](index=53&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HK$493.3 million, total liabilities were HK$199.3 million, and net assets were HK$293.9 million, with net current assets of HK$283.2 million, and major assets including HK$325.1 million in loans and interest receivables and a total of HK$144.2 million in bank balances and deposits Consolidated Statement of Financial Position Summary (As at March 31, thousand HKD) | Indicator (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 10,954 | 31,603 | | Current assets | 482,316 | 436,865 | | **Total assets** | **493,270** | **468,468** | | **Liabilities and Equity** | | | | Current liabilities | 199,075 | 161,741 | | Non-current liabilities | 271 | 3,036 | | **Total liabilities** | **199,346** | **164,777** | | **Net assets** | **293,924** | **303,691** | | Equity attributable to owners of the Company | 299,537 | 311,269 | [Consolidated Statement of Changes in Equity](index=55&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2025, equity attributable to owners of the Company decreased from HK$311.3 million at the beginning of the year to HK$299.5 million, primarily due to an annual loss of HK$34.6 million, partially offset by proceeds from the rights issue of HK$25.2 million - Equity attributable to owners of the Company decreased from **HK$311.3 million** to **HK$299.5 million**, primarily due to an annual loss of **HK$34.6 million**[219](index=219&type=chunk) - Share capital increased by **HK$25.2 million** during the year through a rights issue, but the total equity still recorded a net decrease due to share issue expenses, purchase of share award scheme shares, and the annual loss[219](index=219&type=chunk) [Consolidated Statement of Cash Flows](index=56&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) During the year, the Group experienced a net cash outflow from operating activities of HK$4.6 million, a net cash inflow from investing activities of HK$11.9 million, and a net cash inflow from financing activities of HK$3.5 million, resulting in a net increase in cash and cash equivalents of HK$10.8 million, with an ending balance of HK$17.8 million Consolidated Statement of Cash Flows Summary (For the year ended March 31, thousand HKD) | Indicator (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in)/from operating activities | (4,586) | 3,991 | | Net cash from investing activities | 11,865 | 2,527 | | Net cash from/(used in) financing activities | 3,531 | (6,089) | | **Net increase in cash and cash equivalents** | **10,810** | **429** | | Cash and cash equivalents at beginning of year | 6,957 | 6,528 | | **Cash and cash equivalents at end of year** | **17,767** | **6,957** | [Notes to the Consolidated Financial Statements](index=58&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations of accounting policies and financial data, with key information including segment results showing valuation and advisory as the primary revenue source despite significant losses in financing business, an expected credit loss allowance of HK$91.98 million for loans and interest receivables, the company's share consolidation and rights issue during the year, and related party transactions primarily consisting of directors' emoluments [Segment Information (Note 7)](index=80&type=section&id=Segment%20Information%20%28Note%207%29) The Group is divided into three main operating segments, with valuation and advisory services contributing the largest portion of revenue (HK$29.9 million) and achieving profitability, while financing services revenue significantly contracted and recorded a loss of HK$23.8 million, primarily impacted by expected credit loss allowances, and securities brokerage-related services revenue decreased but remained profitable FY2025 Segment Results (thousand HKD) | Business Segment | Segment Revenue | Segment Results | | :--- | :--- | :--- | | Valuation and Advisory Services | 29,906 | 912 | | Financing Services | 3,691 | (23,840) | | Securities Brokerage, Placement and Underwriting, and Investment Advisory and Asset Management Services | 8,375 | 4,262 | [Loans and Interest Receivables (Note 21)](index=98&type=section&id=Loans%20and%20Interest%20Receivables%20%28Note%2021%29) As of March 31, 2025, total loans and interest receivables amounted to HK$417 million, with a net book value of HK$325 million after deducting an expected credit loss allowance of HK$91.98 million, and during the year, HK$33.39 million in expected credit loss allowance was recognized, while HK$35.44 million in bad debts were written off Loans and Interest Receivables (thousand HKD) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loans and interest receivables (gross) | 417,058 | 453,257 | | Less: Expected credit loss allowance | (91,977) | (102,109) | | **Net book value** | **325,081** | **351,148** | [Share Capital (Note 30)](index=107&type=section&id=Share%20Capital%20%28Note%2030%29) During the year, the company's share capital structure underwent significant changes, first completing a share consolidation in August 2024, merging every 20 shares into 1, and subsequently completing a rights issue in October 2024, issuing approximately 126 million new shares at HK$0.2 per share, raising a total of approximately HK$25.25 million - On **August 29, 2024**, a share consolidation was completed, merging every **twenty (20)** shares into **one (1)** share[395](index=395&type=chunk) - On **October 14, 2024**, a rights issue was completed, issuing **126,225,051** shares, raising a total of approximately **HK$25.25 million**, with net proceeds of approximately **HK$24.04 million**[395](index=395&type=chunk) [Financial Summary](index=134&type=section&id=Financial%20Summary) This section provides a summary of the Group's key financial data for the past five years, indicating a continuous decline in revenue since FY2021, but a narrowing of losses in FY2025 compared to the previous two years, while net assets have shown a downward trend over the past three years Five-Year Financial Summary (For the year ended March 31, thousand HKD) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 41,972 | 52,436 | 61,385 | 91,342 | 94,134 | | Loss before income tax | (32,624) | (40,015) | (29,729) | (35,064) | (54,910) | | Net assets | 293,924 | 303,691 | 340,897 | 365,651 | 340,443 |

Financial Performance - Revenue decreased to approximately HKD 42.0 million, a decline of about 20.0% compared to the previous fiscal year[4] - The loss attributable to owners of the company was approximately HKD 34.6 million, an improvement from a loss of approximately HKD 41.0 million in the previous year[4] - Basic loss per share was HKD 0.35, compared to HKD 1.02 in the previous year[5] - No final dividend was declared for the fiscal year[4] - Total comprehensive loss for the year was HKD 32.6 million, compared to HKD 39.8 million in the previous year[5] - The company reported other income of HKD 15.8 million, an increase from HKD 12.4 million in the previous year[5] - The company incurred employee benefit expenses of HKD 31.6 million, slightly up from HKD 31.6 million in the previous year[5] - The company recognized a net impairment loss on financial assets of HKD 27.4 million, compared to HKD 28.0 million in the previous year[5] - The company did not report any goodwill impairment losses during the fiscal year, contrasting with HKD 4.3 million in the previous year[5] Assets and Liabilities - Total assets decreased from HKD 306,727 million in 2024 to HKD 294,195 million in 2025, a decline of approximately 4.9%[6] - Current liabilities increased from HKD 30,886 million in 2024 to HKD 84,625 million in 2025, an increase of approximately 174.5%[6] - Non-current liabilities decreased from HKD 88,233 million in 2024 to HKD 75,463 million in 2025, a decrease of approximately 14.4%[7] - Total equity decreased from HKD 303,691 million in 2024 to HKD 293,924 million in 2025, a decline of approximately 3.2%[7] - Cash and cash equivalents increased from HKD 29,251 million in 2024 to HKD 84,262 million in 2025, an increase of approximately 187.5%[6] - Trade receivables decreased from HKD 335,168 million in 2024 to HKD 325,081 million in 2025, a decrease of approximately 3.1%[6] - Total liabilities increased from HKD 161,741 million in 2024 to HKD 199,075 million in 2025, an increase of approximately 22.9%[6] - The company reported a net current asset value of HKD 283,241 million in 2025, compared to HKD 275,124 million in 2024, an increase of approximately 2.4%[6] - The company's non-current assets decreased from HKD 306,727 million in 2024 to HKD 294,195 million in 2025, a decline of approximately 4.1%[6] - The company's total liabilities to equity ratio increased from 0.53 in 2024 to 0.68 in 2025, indicating a higher leverage position[6] Shareholder Equity and Capital Structure - As of March 31, 2025, total equity is HKD 293.924 million, a decrease from HKD 340.897 million as of March 31, 2023, reflecting a decline of approximately 13.7%[8] - The company reported a total loss of HKD 40.990 million for the year, contributing to accumulated losses of HKD 380.855 million by March 31, 2025[8] - The company issued new shares amounting to HKD 25.245 million, which increased total equity from HKD 311.269 million to HKD 299.537 million after accounting for expenses[8] - The company’s capital reserve increased to HKD 639.093 million as of March 31, 2025, compared to HKD 637.118 million as of March 31, 2023, indicating a slight growth[8] - The company’s total comprehensive loss for the year was HKD 34.589 million, which is a significant factor in the overall equity reduction[8] Revenue Segmentation - The group's total revenue for the year was HKD 41,972,000, a decrease of 20.0% compared to HKD 52,436,000 in the previous year[19] - Revenue from valuation and consulting services was HKD 29,906,000, up 8.7% from HKD 27,506,000 year-on-year[19] - Revenue from securities brokerage, placement, and underwriting services decreased to HKD 8,375,000, down 19.7% from HKD 10,436,000[19] - Interest income from financing services was HKD 3,691,000, a significant drop of 74.6% compared to HKD 14,494,000 in the previous year[19] Accounting Standards and Compliance - The group is currently assessing the specific impact of the new Hong Kong Financial Reporting Standard No. 18 on its consolidated financial statements[15] - The new accounting standards will take effect from January 1, 2027, allowing for early application[15] - The group adheres to the applicable disclosure requirements under the Hong Kong Companies Ordinance and GEM Listing Rules[16] Employee and Operational Metrics - Employee benefits expenses, including director remuneration, amounted to HKD 31,627,000 for the year 2025, slightly down from HKD 31,567,000 in 2024[33] - The group employed a total of 50 full-time employees as of March 31, 2025, down from 64 employees in the previous year, indicating a reduction in workforce[85] - Employee benefit expenses totaled approximately HKD 31.6 million for both years ending March 31, 2025, and March 31, 2024, showing no change in this area despite the reduction in staff[85] Governance and Compliance - The board of directors does not recommend the payment of any final dividend for the year ending March 31, 2025[93] - The company has adhered to the code of conduct for securities trading by directors, confirming compliance until the fiscal year ending March 31, 2025[98] - The board of directors and management are committed to maintaining high standards of corporate governance, ensuring shareholder interests are protected and business growth is enhanced[99] - The company has complied with all relevant laws and regulations in Hong Kong as of the fiscal year ending March 31, 2025[101] Future Outlook and Strategy - The company plans to focus on market expansion and new product development to improve future performance[22] - The company aims to expand its consulting services, including IPO advisory services in the U.S., to adapt to changing environments and maintain growth[95] - The anticipated interest rate cuts in the coming year are expected to support a recovery in demand and bolster economic confidence in Hong Kong[96] - The company expects to continue its strategy of becoming a comprehensive securities firm in Hong Kong, focusing on expanding its business portfolio for sustainable growth[96] Miscellaneous - The company has maintained competitive performance in its securities brokerage, placement, underwriting, and investment advisory services[96] - The company has not repurchased any shares listed on GEM as of March 31, 2025[97] - The company has no significant future investment or capital asset plans beyond what is disclosed in the capital structure section[94]

Financial Performance - Revenue for the six months ended September 30, 2024, was approximately HKD 21.5 million, a decrease of about 7.2% compared to HKD 23.1 million for the same period in 2023[5] - The loss attributable to the company's owners for the six months ended September 30, 2024, was approximately HKD 4 million, compared to a loss of about HKD 3.7 million for the same period in 2023[5] - Basic loss per share attributable to the company's owners was HKD 10.2 cents, compared to HKD 9.1 cents for the same period in 2023[10] - The company reported a total comprehensive loss of HKD 3.5 million for the six months ended September 30, 2024[8] - The group reported a net loss of HKD 3,511,000 for the six months ended September 30, 2024, compared to a loss of HKD 3,674,000 in the same period of 2023[63] - The company reported a loss attributable to owners of approximately HKD 4 million for the six months ended September 30, 2024, compared to a loss of HKD 3.7 million in the same period last year[169] Assets and Liabilities - Total assets as of September 30, 2024, were approximately HKD 496.9 million, compared to HKD 436.9 million as of March 31, 2024[14] - Current liabilities increased to approximately HKD 208.7 million as of September 30, 2024, compared to HKD 161.7 million as of March 31, 2024[14] - The company's total liabilities decreased to 339,854 thousand HKD as of September 30, 2023, from 340,897 thousand HKD in the previous period, indicating a reduction of approximately 0.3%[21] - Total assets as of September 30, 2024, amounted to HKD 510,531,000, an increase from HKD 468,468,000 as of March 31, 2024, representing a growth of approximately 8.9%[66] - The total liabilities as of March 31, 2024, were HKD 210,351,000, an increase from HKD 164,777,000, reflecting a rise of approximately 27.6%[66] Cash Flow and Investments - The net cash flow from operating activities for the six months ended September 30, 2024, was 2,399 thousand HKD, compared to 1,215 thousand HKD for the same period in 2023, representing a 97% increase[23] - The company generated net cash from investing activities of 1,449 thousand HKD for the six months ended September 30, 2024, up from 1,122 thousand HKD in the prior year, indicating a 29% growth[23] - The net cash flow from financing activities was 7,114 thousand HKD for the six months ended September 30, 2024, compared to a net outflow of 907 thousand HKD in the same period last year[23] - The company's cash and cash equivalents increased by 10,962 thousand HKD, reaching a total of 17,919 thousand HKD as of September 30, 2024, compared to 6,808 thousand HKD in the previous year[23] Revenue Breakdown - Revenue from assessment and consulting services increased to HKD 15,735,000, up 40.5% from HKD 11,213,000 in the previous year[49] - Revenue from bank interest for the six months ended September 30, 2024, was HKD 1,417,000, slightly up from HKD 1,369,000 in the previous year, indicating a growth of about 3.5%[73] - Revenue from valuation and consulting services contributed about 73.4% to total revenue, increasing from approximately HKD 11.2 million to HKD 15.7 million, a growth of 40.3%[160] - Interest income from financing services decreased significantly to HKD 2,463,000, down 74.1% from HKD 9,525,000 in the previous year[49] Expenses - The company incurred total expenses of HKD 16,510,000 for the six months ended September 30, 2024, compared to HKD 15,271,000 in the same period of 2023, representing an increase of about 8.1%[77] - Employee benefits expenses slightly decreased by approximately 8.1%, despite a slight reduction in headcount, due to an increase in average salary[164] - Depreciation and amortization expenses decreased by approximately 26.7% due to the full impairment of intangible assets as of March 31, 2024[166] - Financial costs decreased by approximately 5.3% from HKD 4.4 million to HKD 4.1 million, attributed to lower interest rates starting in the second half of the year[167] Share Capital and Financing - The company completed a placement of 140,400,000 new shares at a price of HKD 0.033 per share, raising approximately HKD 4,630,000, netting HKD 4,583,000 for general working capital[129] - The company completed a rights issue on October 15, 2024, raising approximately HKD 25.3 million[158] - The company’s total issued share capital decreased from 842,481,660 shares to 42,124,083 shares following a share consolidation on August 29, 2024[132] - The company plans to allocate approximately HKD 48.0 million for employee costs, HKD 10.0 million for business expansion, and HKD 12.0 million for repaying unrelated interest-bearing loans from the proceeds of the 2024 rights issue[180] Future Plans and Market Position - The company plans to continue expanding its investment and advisory services, focusing on enhancing its market presence and exploring potential acquisitions[25] - The company aims to become a leading provider of valuation and advisory services in Hong Kong, exploring various acquisition opportunities to maintain its market position[183] - The company anticipates multiple interest rate cuts in the coming year, which may create more acquisition opportunities and support economic confidence in Hong Kong[183] Employee and Management - The total remuneration for key management personnel for the six months ended September 30, 2024, was HKD 1,649,000, compared to HKD 1,609,000 for the same period in 2023, reflecting a year-on-year increase of 2.5%[140] - As of September 30, 2024, the group employed a total of 55 full-time employees, with employee benefits expenses amounting to approximately 16.5 million HKD, compared to 15.3 million HKD for the same period in 2023[200]

Financial Performance - Revenue for the six months ended September 30, 2024, was approximately HKD 21.5 million, a decrease of about 7.2% compared to HKD 23.1 million for the same period in 2023[6]. - Loss attributable to owners of the company was approximately HKD 4 million, compared to a loss of about HKD 3.7 million for the same period in 2023[6]. - Basic loss per share attributable to owners of the company was HKD 10.2 cents, compared to HKD 9.1 cents for the same period in 2023[11]. - The total comprehensive loss for the period was HKD 3.5 million, compared to HKD 3.6 million for the same period in 2023[9]. - The total comprehensive income for the period attributable to owners was a loss of HKD 3,996,000[21]. - The total comprehensive loss before tax for the six months ended September 30, 2024, was HKD 3,511,000, compared to a loss of HKD 3,674,000 for the same period in 2023[64]. - The loss attributable to the company's owners was approximately HKD 4 million for the six months ended September 30, 2024, compared to a loss of about HKD 3.7 million in the same period last year, primarily due to a revenue decrease of approximately HKD 1.7 million[170]. Revenue Breakdown - Revenue from assessment and consulting services for the six months ended September 30, 2024, was HKD 15,735,000, an increase from HKD 11,213,000 in the same period of 2023, representing a growth of 40.5%[50]. - Total revenue for the group for the six months ended September 30, 2024, was HKD 21,450,000, down from HKD 23,121,000 in the same period of 2023, reflecting a decrease of 7.2%[50]. - Interest income from financing services decreased significantly to HKD 2,463,000 from HKD 9,525,000 year-over-year, a decline of 74.1%[50]. - The group’s revenue from securities brokerage, underwriting, and investment advisory services was HKD 3,252,000 for the six months ended September 30, 2024, compared to HKD 2,383,000 in the same period of 2023, marking an increase of 36.4%[50]. - Revenue from valuation and consulting services contributed approximately 73.4% to total revenue, increasing from about HKD 11.2 million to approximately HKD 15.7 million, a growth of 40.3%[161]. - The securities brokerage, placement, and underwriting segment accounted for about 15.2% of total revenue, with revenue increasing from approximately HKD 2.4 million to about HKD 3.3 million[163]. Assets and Liabilities - The company reported a total asset value of HKD 496.9 million, compared to HKD 436.9 million as of March 31, 2024[15]. - The company’s total assets as of September 30, 2024, were HKD 300,180,000, a slight decrease from HKD 303,691,000[18]. - The total liabilities amounted to HKD 210,351,000 as of September 30, 2024, compared to HKD 164,777,000 as of March 31, 2024[67]. - The total equity attributable to owners of the company was HKD 307,273,000, compared to HKD 311,269,000 as of March 31, 2024[18]. - The group reported a total asset value of HKD 510,531,000 as of September 30, 2024, compared to HKD 468,468,000 as of March 31, 2024[67]. - The total receivables of loans and interest as of September 30, 2024, were HKD 451,791,000, slightly down from HKD 453,257,000 as of March 31, 2024[99]. - The expected credit loss provision for loans and interest remained unchanged at HKD 102,109,000 as of September 30, 2024[103]. - The group’s investment properties were valued at HKD 8,000,000 as of September 30, 2024, and were mortgaged for bank borrowings of HKD 7,631,000[98]. Cash Flow and Financing - Cash and cash equivalents increased by HKD 10,962,000, reaching HKD 17,919,000 at the end of the period[24]. - Operating cash flow for the six months ended September 30, 2024, was HKD 2,399,000, compared to HKD 1,215,000 for the same period in 2023[24]. - The company reported a net cash inflow from investing activities of HKD 1,449,000, up from HKD 1,122,000 year-over-year[24]. - The company repaid net bank borrowings of HKD 266,000 during the period[24]. - Bank borrowings as of September 30, 2024, were HKD 57,097,000, slightly down from HKD 57,363,000 as of March 31, 2024[122]. - Other borrowings as of September 30, 2024, were HKD 30,000,000, down from HKD 30,870,000 as of March 31, 2024[127]. - The company completed a placement of 140,400,000 shares at HKD 0.033 per share, raising approximately HKD 4,630,000 for general working capital[130]. - The company raised approximately HKD 25.3 million through a rights issue at a subscription price of HKD 0.2 per share, with net proceeds estimated at about HKD 24.2 million after expenses[175]. Employee and Management Costs - The total employee benefits expense for the six months ended September 30, 2024, was HKD 16,510,000, an increase from HKD 15,271,000 in the previous year[78]. - The total compensation for key management personnel for the six months ended September 30, 2024, was approximately HKD 1.649 million, compared to HKD 1.609 million in the previous year[141]. - Employee benefits expenses decreased by approximately 8.1% to about HKD 4 million for the six months ended September 30, 2024, compared to the same period in 2023, despite a slight reduction in headcount[165]. Strategic Focus and Future Outlook - The company is focused on enhancing its market presence and exploring new strategies for growth[6]. - The group aims to become the leading valuation and consulting service provider in Hong Kong, with plans to expand its consulting services to adapt to changing environments and maintain growth[184]. - The group expects multiple interest rate cuts in the coming year, which will enhance market sentiment and create more acquisition opportunities[184]. - The group has no significant investments or major acquisitions of subsidiaries, associates, or joint ventures as of September 30, 2024[192]. Miscellaneous - The company did not declare any dividends for the reporting period[6]. - The company did not recommend any dividend payment for the six months ended September 30, 2024, consistent with the previous year[88]. - The group has not adopted any new or revised Hong Kong Financial Reporting Standards that would have a significant impact on the financial performance and position for the current and prior periods[34]. - The group has not early adopted any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[35]. - The group faces limited currency risk, primarily related to its RMB-denominated bank balances, with potential losses from RMB fluctuations being negligible[195]. - The group maintains a robust treasury policy, focusing on continuous credit assessments to mitigate credit risk[196].