® 本 人╱吾 等 （附 （地 址 為） 為 大 地 教 育 控 股 有 限 公 司（「本 公 司」）股 本 中 每 股 面 值0.01港 元 的 普 通 股 （附 註2） 股 的 登 記 持 有 人， 茲 委 任 本 公 司 股 東 週 年 大 會 主 席 或 （附 註3） （地 址 為） DADI EDUCATION HOLDINGS LIMITED 大地教育控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8417） 適 用 於 股 東 週 年 大 會（或 其 任 何 續 會）的 代 表 委 任 表 格 ： 2. 請 填 上 與 受 委 代 表 有 關 以 閣 下 名 義 登 記 之 股 份 數 目。倘 未 有 填 上 股 份 數 目，則 本 代 表 委 任 表 格 將 被 視 為 與 所 有 以 閣 下 名 義 登 記 之 本 公 司 股 份 有 關。 3. 如 擬 委 派 主 席 以 外 之 人 士 為 代 表，請 將「本 公 司 股 東 週 年 大 會 主 席 或」字 樣 刪 去，並 在 空 欄 內 填 上 擬 委 派 代 表 之 姓 名 及 地 址。本 代 表 委 任 表 格 的 每 ...

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 告 之 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 概 不 對 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 之 任 何 損 失 承 擔 任 何 責 任。 ® DADI EDUCATION HOLDINGS LIMITED 大地教育控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8417） 股 東 週 年 大 會 通 告 茲 通 告 大 地 教 育 控 股 有 限 公 司（「本 公 司」）謹 訂 於 二 零 二 五 年 九 月 三 日（星 期 三） 下 午 三 時 三 十 分 假 座 香 港 九 龍 旺 角 彌 敦 道700號7樓702室 及703室 舉 行 股 東 週 年 大 會（「大 會」），以 考 慮 並 酌 情 通 過 下 列 決 議 案（不 論 有 否 修 訂）： 普 通 決 議 案 – 1 – 1. 省 覽、考 慮 及 採 納 本 公 司 及 其 附 ...

此 乃 要 件 請 即 處 理 閣 下 如 對 本 通 函 任 何 方 面 或 應 採 取 之 行 動 有 任 何 疑 問，應 諮 詢 閣 下 之 持 牌 證 券交易商或其他註冊證券交易商、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 大 地 教 育 控 股 有 限 公 司（「本 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 送 交 經 手 買 賣 之 銀 行、持 牌 證 券 交 易 商 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 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 概 不 就 因 本 通 函 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任 何 損 失 承 擔 任 何 責 任。 ® DADI EDUCATION HO ...

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: 大地教育控股有限公司 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) | 08417 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 3,000,000,000 | HKD | | 0.01 | HKD | | 30,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | | | 本月底結存 | | | 3,000,000,000 | HKD | | 0.01 | HKD | | 30,000,000 | 本月底法 ...

Company Overview - 大地教育控股有限公司, established in 1990, is one of the largest overseas study service providers in Hong Kong and the first overseas study center listed on the Hong Kong Stock Exchange [3] - The company operates three offices located in Mong Kok, Tsuen Wan, and Wan Chai, providing convenient study counseling services for Hong Kong families [3] - The company emphasizes the importance of overseas education not just for obtaining a certificate but for the personal growth and development of students [3] Financial Performance - As of March 31, 2025, 大地教育 reported total revenue of 14.6499 million HKD, a year-on-year decrease of 5.89% [1] - The net profit attributable to the parent company was -7.7029 million HKD, reflecting a year-on-year decline of 31.55% [1] - The company's asset-liability ratio stands at 12.15% [1] Market Position and Valuation - Currently, there are no institutional investment ratings for 大地教育 [2] - The average price-to-earnings (P/E) ratio for the support services industry (TTM) is 3.77 times, with a median of 3.38 times [2] - 大地教育's P/E ratio is -2.1 times, ranking 85th in the industry [2] - Other companies in the Chinese education sector have P/E ratios ranging from 1.52 times to 2.59 times [2] Stock Performance - As of July 14, the Hang Seng Index increased by 0.26%, closing at 24,203.32 points [1] - 大地教育's stock price closed at 0.013 HKD per share, up 30.0%, with a trading volume of 4.12 million shares and a turnover of 50,500 HKD [1] - Over the past month, 大地教育 has experienced a cumulative decline of 9.09%, underperforming the Hang Seng Index, which has risen by 20.34% year-to-date [1]

[Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) [Performance Overview](index=5&type=section&id=Performance%20Overview) This fiscal year was a period of transition and challenges for the Group. Despite an expanded loss, primarily due to decreased revenue and other income, and reduced fair value gains on financial assets, the Group's financial position remains robust with ample cash and time deposits and no net debt FY2024/25 Performance Overview | Metric | Amount (Million HKD) | Previous Year (Million HKD) | | :--- | :--- | :--- | | Loss Attributable to Equity Holders | 8.35 | 6.35 | | Total Comprehensive Expense Attributable to Equity Holders | 8.25 | 6.56 | | Cash and Time Deposits (End of Period) | 40.6 | - | - The increase in loss was primarily attributable to a decrease in revenue and other income, as well as reduced fair value gains on financial assets[7](index=7&type=chunk) [Business Development](index=5&type=section&id=Business%20Development) The Group continues to consolidate its position in overseas study consultancy services, with Australia and the UK as key revenue-generating markets, while making progress in digital transformation by developing a DIY system to enhance user experience and actively exploring new business ventures like tutoring courses to diversify income streams FY2024/25 Revenue by Region | Region | Revenue Share | | :--- | :--- | | Australia | 52.6% | | UK | 35.8% | - The Group has made progress in expanding its digital platform, particularly with the development of a DIY system aimed at enhancing self-service experience for students and parents[8](index=8&type=chunk) - To expand its business, the Group is exploring the development of education-related ancillary businesses, such as offering tutoring courses, to help students meet overseas university admission requirements[8](index=8&type=chunk) [Market Environment and Future Outlook](index=5&type=section&id=Market%20Environment%20and%20Future%20Outlook) Facing challenges such as regulatory changes in the global education industry, geopolitical factors, and declining birth rates, the Group remains cautiously optimistic, with future strategic priorities including enhancing online platforms, expanding into new markets like Taiwan, strengthening cooperation with overseas educational institutions, and exploring new revenue streams such as guardianship services - Hong Kong's overseas study consultancy market is influenced by multiple factors including global government policies, increased difficulty for international student applications, and a decline in local birth rates[9](index=9&type=chunk) - Future strategic priorities include: - Further enhancing online platforms - Expanding into new markets such as Taiwan - Strengthening cooperation with overseas educational institutions - Exploring new revenue streams like guardianship and administrative services - Exploring the development of education-related businesses[13](index=13&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Prospects](index=7&type=section&id=Business%20Review%20and%20Prospects) The Group's core business remains overseas study consultancy services in Hong Kong, with primary revenue from arranging student placements in the UK and Australia; the expanded annual loss is mainly due to reduced other income, and the Group plans to continue investing in digital marketing and online service systems while exploring ancillary businesses like tutoring courses to generate new revenue streams and improve future performance - The loss for the year was approximately **HKD 7.6 million** (previous year: HKD 5.9 million), with the increase primarily due to a decrease of approximately **HKD 2.0 million** in other income, particularly fair value gains on financial assets, bank interest, and administrative fees[14](index=14&type=chunk) - The Group is exploring the development of education-related ancillary businesses, such as offering tutoring courses, to address intense competition in the overseas study consultancy market and generate new revenue streams[15](index=15&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) This fiscal year's total revenue was approximately **HKD 15.9 million**, a 5.9% year-on-year decrease, primarily due to fewer students going to the UK, Canada, and the US; conversely, Australian market revenue grew, expanding its share to 52.7%, while a significant 47.9% drop in other income was the main driver of the expanded annual loss, with marketing costs and employee benefit expenses also decreasing Changes in Revenue and Other Income | Item | FY2025 (Million HKD) | FY2024 (Million HKD) | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **15.9** | **16.9** | **-5.9%** | | Revenue from UK | 5.7 | 6.6 | -13.9% | | Revenue from Australia | 8.4 | 7.4 | +13.5% | | Revenue from Canada and US | 1.2 | 2.3 | -47.8% | | **Other Income** | **2.2** | **4.2** | **-47.9%** | - The decrease in other income was primarily due to: (i) reduced bank interest income; (ii) decreased administrative fee income; and (iii) a shift from fair value gains on financial assets at fair value through profit or loss in the previous year to a loss in the current year[23](index=23&type=chunk) - Employee benefit expenses decreased from **HKD 12.6 million** to **HKD 11.5 million**, mainly due to a reduction in staff headcount at the Hong Kong office[26](index=26&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=9&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group primarily meets its funding needs through shareholder contributions and operating cash flow; at fiscal year-end, the Group held approximately **HKD 35.7 million** in cash and cash equivalents and **HKD 47.5 million** in total equity, with no pledged assets, significant capital commitments, or net debt, indicating a robust financial position Financial Position Summary (As at March 31, 2025) | Metric | Amount (Million HKD) | Previous Year (Million HKD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 35.7 | 32.4 | | Total Equity Attributable to Equity Holders | 47.5 | 55.7 | - The gearing ratio is not presented as the Group had no net debt as at March 31, 2025 and 2024[31](index=31&type=chunk) [Significant Investments and Use of Listing Proceeds](index=10&type=section&id=Significant%20Investments%20and%20Use%20of%20Listing%20Proceeds) The Group's significant investment is in units of a BlackRock fund, which recorded a fair value loss of approximately **HKD 0.4 million** this year; as of fiscal year-end, **HKD 52.6 million** of the approximately **HKD 55.1 million** net listing proceeds has been utilized, with **HKD 2.5 million** remaining, primarily for staff recruitment and IT system enhancements, expected to be fully utilized by end of March 2026 - The Group's financial assets at fair value through profit or loss (BlackRock Dynamic High Income Fund) recorded a fair value loss of approximately **HKD 0.4 million** for the current year, compared to a gain of approximately **HKD 0.4 million** in the previous year[37](index=37&type=chunk) Summary of Use of Listing Proceeds (As at March 31, 2025) | Purpose | Net Proceeds Allocated (Thousand HKD) | Net Proceeds Unutilized (Thousand HKD) | | :--- | :--- | :--- | | Recruitment of Additional Consultants and Support Staff | 15,373 | 1,121 | | Enhancement of IT Systems | 4,477 | 1,295 | | Organization of Large-scale Exhibitions | 2,458 | 100 | | **Total** | **55,139** | **2,516** | [Biographies of Directors and Senior Management](index=11&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) [Introduction to Directors and Senior Management](index=11&type=section&id=Introduction%20to%20Directors%20and%20Senior%20Management) This section provides detailed personal biographies of the company's executive directors, independent non-executive directors, and senior management, covering their roles within the Group, professional qualifications, industry experience, and relationships with other directors or shareholders, comprehensively showcasing the background of the company's leadership team - The executive director team is led by Mr. Chung Wang Lung (Chairman), the Group's founder, and includes his son Mr. Chung Ka Nang (CEO) and niece Ms. So Hor Sau, reflecting the family's central role in the company's management[45](index=45&type=chunk)[47](index=47&type=chunk)[49](index=49&type=chunk) - The independent non-executive director team comprises Mr. Wong Tak Chun, Ms. Chung Wai Na, and Ms. Li Yuen Shan, who possess extensive professional experience in accounting, finance, and corporate governance, providing independent judgment to the Board[51](index=51&type=chunk)[53](index=53&type=chunk)[55](index=55&type=chunk) - Senior management includes Mr. Wu Yuen Ping, the Company Secretary, and Ms. Chung Ka Ming, the General Manager of Sales, who play key roles in company secretarial, financial management, and sales and overseas institutional relations, respectively[58](index=58&type=chunk)[59](index=59&type=chunk) [Corporate Governance Report](index=16&type=section&id=Corporate%20Governance%20Report) [Board of Directors](index=17&type=section&id=Board%20of%20Directors) The Board of Directors is responsible for formulating the Group's overall strategy and overseeing management performance; during the reporting period, the Board comprised three executive directors and three independent non-executive directors, maintaining a balance of skills and experience, held four meetings, with all directors adhering to securities dealing codes, and the company adopted a board diversity policy, achieving gender diversity within the period - As of the reporting date, the Board of Directors comprises **six directors**, including **three executive directors** and **three independent non-executive directors**[67](index=67&type=chunk) Board Meeting Attendance Record (For the year ended March 31, 2025) | Director Name | Position | Attendance/Eligible Attendance | | :--- | :--- | :--- | | Mr. Chung Wang Lung | Chairman, Executive Director | 4/4 | | Mr. Chung Ka Nang | CEO, Executive Director | 2/4 (appointed mid-year) | | Ms. So Hor Sau | Executive Director | 4/4 | | Mr. Wong Tak Chun | Independent Non-Executive Director | 4/4 | | Ms. Chung Wai Na | Independent Non-Executive Director | 4/4 | | Ms. Li Yuen Shan | Independent Non-Executive Director | 4/4 | - The company has adopted a board diversity policy and, following review, considers that gender diversity has been achieved, with **3 female members** on the Board[75](index=75&type=chunk) [Board Committees](index=21&type=section&id=Board%20Committees) The company has established Audit, Remuneration, and Nomination Committees to assist the Board in fulfilling its duties; the Audit Committee, composed of three independent non-executive directors, oversees financial reporting and internal controls; the Remuneration Committee, also with three independent non-executive directors, sets remuneration policies; and the Nomination Committee, comprising the Chairman and two independent non-executive directors, handles director nominations and board structure review, with each committee holding two meetings during the year - The Audit Committee comprises **three independent non-executive directors**, with Mr. Wong Tak Chun serving as Chairman, and its primary responsibilities include reviewing financial statements, monitoring internal control systems, and recommending external auditors[80](index=80&type=chunk)[81](index=81&type=chunk) - The Remuneration Committee comprises **three independent non-executive directors**, with Ms. Chung Wai Na serving as Chairman, primarily responsible for formulating and reviewing the remuneration policies and structure for directors and senior management[83](index=83&type=chunk)[84](index=84&type=chunk) - The Nomination Committee comprises Chairman Mr. Chung Wang Lung and **two independent non-executive directors**, primarily responsible for reviewing the Board's structure, identifying suitable director candidates, and assessing independence[86](index=86&type=chunk)[87](index=87&type=chunk) [Risk Management and Shareholder Rights](index=25&type=section&id=Risk%20Management%20and%20Shareholder%20Rights) The Board confirms its responsibility for ensuring the effectiveness of the Group's internal control and risk management systems, though no internal audit function is currently established given the company's relatively simple structure; the company safeguards shareholder rights, including procedures for shareholders to convene extraordinary general meetings, and maintains communication with investors through annual reports, announcements, and its website - The Board confirms its responsibility for ensuring the effectiveness of internal control and risk management systems, but currently no internal audit function has been established[96](index=96&type=chunk)[97](index=97&type=chunk) - Shareholders holding not less than one-tenth of the company's paid-up capital may request to convene an extraordinary general meeting[102](index=102&type=chunk) [Environmental, Social and Governance Report](index=26&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Report Overview and Stakeholder Engagement](index=27&type=section&id=Report%20Overview%20and%20Stakeholder%20Engagement) This ESG report outlines the Group's performance in environmental protection, social responsibility, and governance during the FY225, covering operations in Hong Kong, China, and Malaysia; through stakeholder engagement and materiality assessment, the Group identified "customer satisfaction," "complaint handling," and "occupational safety and health" as key issues, with detailed response measures elaborated herein - The Board is fully responsible for formulating ESG strategies, monitoring and managing related risks, and ensuring the effectiveness of internal control systems[108](index=108&type=chunk) - Through materiality assessment, the Group identified **15 ESG issues**, with "customer satisfaction," "complaint handling," "occupational safety and health," "employee training and development," and "customer privacy protection" deemed most significant[117](index=117&type=chunk)[122](index=122&type=chunk) [A. Environment](index=33&type=section&id=A.%20Environment) The Group's environmental impact primarily stems from daily office operations; during the reporting period, total greenhouse gas emissions significantly decreased by **32.6%** year-on-year, mainly from purchased electricity, while paper consumption also declined due to the implementation of "4R" principles and paperless office practices, and the Group has begun identifying and managing climate-related risks referencing the TCFD framework Greenhouse Gas Emissions Performance | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Total GHG Emissions (tonnes of CO2e) | 7.64 | 11.34 | -32.6% | | GHG Emissions Intensity (tonnes/employee) | 0.21 | 0.28 | -25% | - The Group has set a target to reduce greenhouse gas emissions by at least **3%** over the next five years, using FY2023 as the baseline[125](index=125&type=chunk) - The Group has analyzed climate risks according to the TCFD framework, including physical risks like typhoons and floods, and transition risks such as policy, legal, and reputational impacts, and has formulated corresponding mitigation measures[134](index=134&type=chunk) [B. Society](index=36&type=section&id=B.%20Society) As a service-oriented company, the Group considers talent its most valuable resource, committed to providing a harmonious, respectful, and safe work environment; it strictly adheres to local labor laws, safeguarding employee rights in recruitment, compensation, benefits, and anti-discrimination, achieving zero work-related fatalities during the reporting period and providing over **12 hours** of job-related training to all employees, while prioritizing customer data protection and intellectual property, and maintaining robust complaint handling mechanisms and anti-corruption whistleblowing policies Employee Data (As at March 31, 2025) | Category | Number | | :--- | :--- | | Total Employees | 36 | | - Male | 11 | | - Female | 25 | | Employee Turnover Rate | 46.75% | - During the reporting period, the Group achieved **zero work-related fatalities** and recorded no lost workdays due to work-related injuries[141](index=141&type=chunk) - The Group strictly prohibits the employment of child labor and forced labor, and has established a grievance mechanism to address any abusive or threatening behavior, with no non-compliance cases identified during the reporting period[147](index=147&type=chunk)[148](index=148&type=chunk) - The Group is committed to protecting customer personal data, complying with the Personal Data (Privacy) Ordinance, and has established strict procedures governing data collection, processing, and use, with no related violations during the reporting period[151](index=151&type=chunk) [Report of the Directors](index=51&type=section&id=Report%20of%20the%20Directors) [Business Review and Principal Risks](index=54&type=section&id=Business%20Review%20and%20Principal%20Risks) The Group primarily engages in overseas study consultancy services, facing principal risks including foreign currency exchange rate fluctuations, particularly for GBP and AUD, high reliance on the UK and Australian study markets, and unstable demand from Hong Kong students for overseas education; this year, the top five clients accounted for approximately **24.24%** of total revenue - Principal risks include: - Foreign currency exchange rate fluctuation risk, as revenue is primarily denominated in foreign currencies while expenses are mainly in HKD - Reliance on the UK and Australian markets, which account for approximately **88.5%** of total revenue - Unstable demand from Hong Kong students for overseas education, influenced by factors such as birth rates, education systems, and costs[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk) - For the year ended March 31, 2025, the Group's largest client accounted for approximately **5.94%** of total revenue, while the top five clients collectively accounted for approximately **24.24%**[192](index=192&type=chunk) [Directors' and Shareholders' Interests](index=52&type=section&id=Directors%27%20and%20Shareholders%27%20Interests) The report details the shareholdings of directors and substantial shareholders, with Chairman Mr. Chung Wang Lung holding **51%** of the company's shares through his controlling entity, Grand Brave Investments Limited; the controlling shareholder has signed and complied with a non-competition undertaking during the reporting period, and while the company adopted a share option scheme to incentivize employees, no share options have been granted since its adoption Major Shareholder Holdings (As at March 31, 2025) | Shareholder Name | Capacity | Number of Shares Held | Percentage of Shares Held | | :--- | :--- | :--- | :--- | | Grand Brave Investments Limited | Beneficial Owner | 892,710,000 | 51% | | Mr. Chung Wang Lung | Interest in Controlled Corporation | 892,710,000 | 51% | | Ms. Ngan Siu Pui | Spousal Interest | 892,710,000 | 51% | | Song Wenxia | Beneficial Owner | 420,030,000 | 24% | - Controlling shareholder Mr. Chung Wang Lung and Grand Brave Investments Limited have entered into a non-competition undertaking, which independent non-executive directors have reviewed and confirmed compliance with during the reporting period[182](index=182&type=chunk)[185](index=185&type=chunk) - The company adopted a share option scheme in 2017, but as at March 31, 2025, no share options remained outstanding, granted, exercised, cancelled, or lapsed[209](index=209&type=chunk) [Connected Transactions](index=59&type=section&id=Connected%20Transactions) During the reporting period, the Group engaged in continuing connected transactions, primarily involving system license and maintenance fees paid to Mr. Chung, the Chairman's controlled Aon Group, and office rental from Mr. Chung for the Guangzhou office; the Board considers these transactions to be on normal commercial terms, in the overall interest of shareholders, and exempt from GEM Listing Rules' reporting, review, and shareholder approval requirements due to meeting minimum exemption thresholds Significant Transactions with Related Parties (FY2025) | Transaction Content | Related Party | Amount (Million HKD) | | :--- | :--- | :--- | | License and Maintenance Fees | Aon Network Exhibition Co., Ltd. | 0.5 | | Rent | Controlling Shareholder Mr. Chung | 0.2 | - These transactions constitute continuing connected transactions fully exempt from compliance with the relevant provisions of Chapter 20 of the GEM Listing Rules[217](index=217&type=chunk) [Independent Auditor's Report](index=61&type=section&id=Independent%20Auditor%27s%20Report) [Auditor's Opinion and Key Audit Matters](index=62&type=section&id=Auditor%27s%20Opinion%20and%20Key%20Audit%20Matters) Independent auditor UHY F.T.W. CPA Limited issued an unmodified opinion on the Group's consolidated financial statements, deeming them to present a true and fair view of the Group's financial position and performance; the sole key audit matter identified during the audit was the "Assessment of Expected Credit Losses (ECL) on Trade Receivables," due to significant management judgment and estimation involved - The auditor is of the opinion that the consolidated financial statements give a true and fair view of the consolidated financial position, performance, and cash flows of the Group in accordance with Hong Kong Financial Reporting Standards, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[229](index=229&type=chunk) Key Audit Matters | Key Audit Matter | Description | Auditor's Response | | :--- | :--- | :--- | | Assessment of Expected Credit Losses (ECL) on Trade Receivables | The assessment involves significant management judgment and estimation, with a material impact on the financial statements | - Evaluate credit policy procedures<br>- Test aging analysis<br>- Assess reasonableness of management's ECL estimates<br>- Evaluate sufficiency of related disclosures | [Consolidated Financial Statements](index=66&type=section&id=Consolidated%20Financial%20Statements) [Key Financial Statements](index=67&type=section&id=Key%20Financial%20Statements) This fiscal year, the Group's revenue was **HKD 15.9 million**, a year-on-year decrease, with the loss for the year expanding to **HKD 7.6 million**; net assets decreased from **HKD 56.2 million** to **HKD 48.0 million**, and while net cash used in operating activities was **HKD 6.0 million**, net cash from investing activities was **HKD 11.3 million** (primarily due to reduced time deposits), increasing cash and cash equivalents to **HKD 35.7 million** at period-end Consolidated Statement of Profit or Loss Summary | Metric (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 15,875 | 16,869 | | Loss Before Income Tax | (7,471) | (5,772) | | Loss for the Year | (7,605) | (5,876) | | Loss Attributable to Owners of the Company | (8,347) | (6,345) | Consolidated Statement of Financial Position Summary | Metric (Thousand HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 8,017 | 9,585 | | Current Assets | 46,578 | 54,513 | | Current Liabilities | 5,822 | 5,991 | | Non-current Liabilities | 811 | 1,898 | | **Net Assets** | **47,962** | **56,209** | Consolidated Statement of Cash Flows Summary | Metric (Thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (6,001) | (6,702) | | Net Cash From Investing Activities | 11,318 | 825 | | Net Cash Used in Financing Activities | (2,334) | (2,267) | | Net Increase (Decrease) in Cash and Cash Equivalents | 2,983 | (8,144) | [Notes to the Consolidated Financial Statements (Summary)](index=71&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements%20%28Summary%29) The financial statement notes provide detailed accounting policies and data breakdowns; the Group considers overseas study consultancy services as a single operating segment, with primary revenue from Australia and the UK; the notes elaborate on the expected credit loss assessment methodology for trade receivables and disclose foreign exchange exposure, also detailing related party transactions with entities controlled by the controlling shareholder - The Group considers the provision of overseas study consultancy services as a single operating segment; geographically, Australia and the UK are the two largest revenue sources[342](index=342&type=chunk)[344](index=344&type=chunk) - The Group applies a provision matrix for the assessment of expected credit losses (ECL) on trade receivables and contract assets, which is based on historical credit loss experience adjusted for forward-looking factors[341](index=341&type=chunk)[411](index=411&type=chunk)[416](index=416&type=chunk) - The Group faces exchange rate fluctuation risks primarily from AUD, CAD, GBP, and RMB; sensitivity analysis indicates that changes in AUD exchange rates have the most significant impact on profit or loss and equity[401](index=401&type=chunk)[402](index=402&type=chunk)[403](index=403&type=chunk) [Financial Summary](index=124&type=section&id=Financial%20Summary) [Five-Year Financial Data](index=124&type=section&id=Five-Year%20Financial%20Data) This section presents key performance and financial position data for the Group's past five fiscal years; the data indicates that the Group's revenue remained relatively stable over the past five years, but it has recorded losses for four consecutive years since 2022, with total assets and total equity showing a declining trend year-on-year over the same period Five-Year Financial Summary (Thousand HKD) | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 15,875 | 16,869 | 16,638 | 16,764 | 16,025 | | **Loss/Profit for the Year** | (7,605) | (5,876) | (9,005) | (4,552) | 7,015 | | **Total Assets** | 54,595 | 64,098 | 71,451 | 78,417 | 84,591 | | **Total Liabilities** | (6,633) | (7,889) | (8,690) | (5,487) | (6,708) | | **Equity Attributable to Owners of the Company** | 47,476 | 55,728 | 62,288 | 72,611 | 77,480 |

[Company Information](index=5&type=section&id=Company%20Information) [Company Basic Information](index=5&type=section&id=Company%20Basic%20Information) This section provides core company information including basic registration details, board members, committee structures, principal bankers, and share registrars, noting changes in key positions like CEO and Compliance Officer during the reporting period - The company experienced significant personnel changes on October 1, 2024, with Mr. Mok Pak Ki, former CEO, and Mr. Chung Ka Yick, Executive Director, resigning, and Mr. Chung Ka Nang taking over as CEO, Compliance Officer, and Authorized Representative[11](index=11&type=chunk) - The company's principal bankers are Hang Seng Bank Limited, and its auditor is Ascent Partners CPA Limited[12](index=12&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) The Chairman's report highlights the 2024/25 fiscal year as a challenging transitional period, where the company's loss expanded to approximately **HKD 8.35 million** due to decreased revenue and reduced financial asset gains, yet maintains a robust financial position with **HKD 40.6 million** in cash and time deposits and no net debt, focusing on digital platform expansion and new business exploration like tutoring Financial Performance Summary | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Loss attributable to equity holders | Approx. HKD 8.35 million | Approx. HKD 6.35 million | | Total comprehensive expense attributable to equity holders | Approx. HKD 8.25 million | Approx. HKD 6.56 million | | Revenue | Approx. HKD 15.88 million | Approx. HKD 16.87 million | - Despite the expanded loss, the company's financial position remains solid, holding **HKD 40.6 million** in cash and time deposits as of March 31, 2025, with no net debt[14](index=14&type=chunk) - Australia and the UK are the company's primary markets, accounting for **52.6%** and **35.8%** of total revenue, respectively[15](index=15&type=chunk) - Future strategic priorities include enhancing online platforms, expanding into new markets like Taiwan, strengthening partnerships with overseas educational institutions, exploring new revenue streams such as guardianship and administrative services, and developing education-related ancillary businesses[20](index=20&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's business and financial performance, noting a slight 5.9% decline in revenue from core overseas study consultancy services to **HKD 15.9 million** and an expanded net loss due to a significant reduction in other income, while detailing market revenue changes, cost controls, liquidity, future strategies including digitalization and diversification, and the use of IPO proceeds [Business Review and Outlook](index=8&type=section&id=Business%20Review%20and%20Outlook) The Group's core business remains overseas study consultancy services in Hong Kong, primarily generating revenue from student placements in the UK and Australia, with the loss for the year increasing from approximately **HKD 5.9 million** to **HKD 7.6 million**, mainly due to a **HKD 2.0 million** reduction in other income, particularly from fair value gains on financial assets and interest income, while future plans include strengthening online platforms for market expansion beyond Hong Kong and exploring ancillary businesses like tutoring courses for new revenue streams Loss for the Year | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Loss for the year | Approx. HKD 7.6 million | Approx. HKD 5.9 million | - The increase in loss is primarily due to a **HKD 2.0 million** decrease in other income, specifically reduced fair value gains on financial assets, lower bank interest income, and decreased administrative fee income[21](index=21&type=chunk) - The Group is exploring the feasibility of developing education-related ancillary businesses, such as tutoring courses, to address market competition and create new revenue streams[22](index=22&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) Total revenue for the fiscal year was approximately **HKD 15.9 million**, a 5.9% year-on-year decrease, primarily due to fewer student placements in the UK, Canada, and the US, though Australian market revenue grew against the trend, expanding its share to **52.7%**, while other income significantly declined by 47.9% to **HKD 2.2 million**, contributing to the expanded loss, with marketing costs and employee benefits expenses both decreasing, reflecting effective cost control Revenue and Other Income | Item | FY2025 (million HKD) | FY2024 (million HKD) | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **15.9** | **16.9** | **-5.9%** | | Revenue from UK | 5.7 | 6.6 | -13.9% | | Revenue from Australia | 8.4 | 7.4 | +13.5% | | Revenue from Canada/US | 1.2 | 2.3 | -47.8% | | **Other Income** | **2.2** | **4.2** | **-47.9%** | - The significant decrease in other income is primarily due to a **HKD 0.2 million** reduction in bank interest income, a **HKD 0.5 million** decrease in administrative fee income, and a shift from a **HKD 0.4 million** gain to a **HKD 0.4 million** loss on financial assets at fair value through profit or loss[30](index=30&type=chunk) - Employee benefits expenses decreased from **HKD 12.6 million** to **HKD 11.5 million**, mainly due to a reduction in staff headcount at the Hong Kong office[33](index=33&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=10&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) The Group's financial position remains robust, primarily supported by shareholder contributions and operating cash flow, with total cash and cash equivalents of approximately **HKD 35.7 million** and total equity of approximately **HKD 47.5 million** at the end of the reporting period, and no net debt, thus no gearing ratio is presented, with no assets pledged, significant capital commitments, or contingent liabilities Financial Position as of March 31, 2025 | Metric (as of March 31, 2025) | Amount (million HKD) | | :--- | :--- | | Cash and cash equivalents | 35.7 | | Total equity attributable to equity holders | 47.5 | | Net Debt | None | - The Group is primarily exposed to exchange rate fluctuation risks related to AUD, CAD, GBP, and RMB, but does not use any financial instruments for hedging[42](index=42&type=chunk) [Use of Net Proceeds from Listing](index=12&type=section&id=Use%20of%20Net%20Proceeds%20from%20Listing) As of March 31, 2025, approximately **HKD 52.6 million** of the net proceeds from listing, totaling approximately **HKD 55.1 million**, has been utilized, with approximately **HKD 2.52 million** remaining unutilized, primarily allocated for additional staff recruitment, IT system enhancements, and large-scale exhibitions, and the expected utilization timeline for the remaining funds has been extended to the end of March 2026 due to recruitment difficulties, time required for IT system upgrades, and a cautious approach to physical exhibitions Utilization of Net Proceeds | Item | Net Proceeds Allocated (thousand HKD) | Utilized as of March 31, 2025 (thousand HKD) | Unutilized as of March 31, 2025 (thousand HKD) | | :--- | :--- | :--- | :--- | | Recruitment of additional consultants and support staff | 15,373 | 14,252 | 1,121 | | Enhancement of IT systems | 4,477 | 3,182 | 1,295 | | Organization of large-scale exhibitions | 2,458 | 2,358 | 100 | | **Total** | **55,139** | **52,623** | **2,516** | - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[50](index=50&type=chunk) [Biographies of Directors and Senior Management](index=13&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) [Biographies of Directors and Senior Management](index=13&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional qualifications, industry experience, and responsibilities within the Group, explicitly disclosing family relationships among some board members - Mr. Chung Wang Lung (Chairman), an Executive Director, is the father of Mr. Chung Ka Nang, an Executive Director, and the uncle of Ms. So Ho Sau, an Executive Director[54](index=54&type=chunk) - Independent Non-executive Directors Mr. Wong Tak Chun, Ms. Chung Wai Na, and Ms. Lee Yuen Shan all possess extensive backgrounds in accounting, finance, and corporate governance[58](index=58&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Corporate Governance Report](index=18&type=section&id=Corporate%20Governance%20Report) This report outlines the company's corporate governance structure and practices during the reporting period, confirming compliance with all applicable code provisions of the GEM Listing Rules, detailing the Board's composition, responsibilities, and meeting attendance, as well as the membership, terms of reference, and work summaries of the Audit, Remuneration, and Nomination Committees, and covering aspects such as director training, risk management, internal control, shareholder rights, and communication policies, demonstrating the company's commitment to high governance standards [Board and Committees](index=18&type=section&id=Board%20and%20Committees) The Board comprises three executive and three independent non-executive directors, maintaining a balanced mix of skills and experience, with four Board meetings held during the reporting period, and three sub-committees—Audit, Remuneration, and Nomination—each predominantly or chaired by independent non-executive directors to ensure independence and effective oversight, with each committee holding two meetings to fulfill duties such as reviewing financial statements, determining remuneration, and nominating directors - For the year ended March 31, 2025, the company has complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[69](index=69&type=chunk) - The Board has adopted a Board Diversity Policy and achieved gender diversity during the reporting period, with three female Board members[81](index=81&type=chunk)[82](index=82&type=chunk) Committee Composition | Committee | Chairman | Composition | | :--- | :--- | :--- | | Audit Committee | Mr. Wong Tak Chun (INED) | 3 INEDs | | Remuneration Committee | Ms. Chung Wai Na (INED) | 3 INEDs | | Nomination Committee | Mr. Chung Wang Lung (Chairman) | 1 ED, 2 INEDs | [Risk Management, Internal Control, and Shareholder Rights](index=26&type=section&id=Risk%20Management%2C%20Internal%20Control%2C%20and%20Shareholder%20Rights) The Board affirms its responsibility for ensuring effective internal control and risk management systems, though no internal audit function is currently established given the company's relatively simple structure, and clear shareholder rights procedures are in place, including avenues for convening extraordinary general meetings and making inquiries, with communication maintained through annual reports, announcements, and the company website - The Board confirms its responsibility for ensuring the effectiveness of the Group's internal control and risk management systems, but currently has no internal audit function established[103](index=103&type=chunk)[104](index=104&type=chunk) - Shareholders holding not less than one-tenth of the company's paid-up capital may request to convene an extraordinary general meeting[109](index=109&type=chunk) [Environmental, Social and Governance Report](index=28&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This ESG report details Daadi Education's policies, measures, and performance in environmental protection, social responsibility, and governance, identifying key issues such as customer satisfaction and occupational health and safety through materiality assessment, demonstrating commitment to energy conservation and emission reduction with a significant decrease in greenhouse gas emissions, and covering employment, labor standards, employee development, supply chain management, product responsibility, and anti-corruption, with a summary of performance data [A. Environment](index=34&type=section&id=A.%20Environment) Given its office-based operations, the Group's environmental impact is relatively small, with total greenhouse gas emissions significantly decreasing by **32.6%** year-on-year during the reporting period, primarily due to energy-saving measures, and the company has set a target to reduce greenhouse gas emissions by at least **3%** over the next five years from the FY2023 baseline, while waste management efforts, including the "4R" principle and paperless office initiatives, led to a year-on-year decrease in paper consumption, and the report also includes a first-time analysis of climate-related risks based on the TCFD framework Environmental Performance | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (tonnes of CO2e) | 7.64 | 11.34 | -32.6% | | Total Paper Consumption (sheets) | 36,628 | 44,865 | -18.4% | - The Group has set a target to reduce greenhouse gas emissions by at least **3%** over the next five years, using FY2023 as the baseline year[132](index=132&type=chunk) - The Group has begun to reference the Task Force on Climate-related Financial Disclosures (TCFD) framework to identify and manage physical and transition risks arising from climate change[141](index=141&type=chunk) [B. Society](index=37&type=section&id=B.%20Society) The Group considers talent its most valuable resource, implementing comprehensive employment policies to protect employee rights, covering recruitment, remuneration, benefits, and equal opportunities, achieving zero work-related fatalities during the reporting period and providing over **12 hours** of training to all employees, strictly adhering to labor standards by prohibiting child and forced labor, committing to client data privacy protection and maintaining a complaint handling mechanism for product responsibility, and upholding integrity in operations with anti-corruption and whistleblowing policies - During the reporting period, employee turnover rate significantly increased from **6.86%** in the previous fiscal year to **46.75%**[167](index=167&type=chunk) - The Group achieved zero work-related fatalities and no lost workdays due to work-related injuries[148](index=148&type=chunk) - All employees received over **12 hours** of work-related training[153](index=153&type=chunk) - During the reporting period, neither the Group nor its employees were involved in any legal prosecution cases concerning corruption, nor were any complaints received regarding products and services[160](index=160&type=chunk)[168](index=168&type=chunk) [Report of the Directors](index=52&type=section&id=Report%20of%20the%20Directors) This statutory disclosure covers the company's principal activities, changes in directors, shareholdings of directors and substantial shareholders, share option schemes, connected transactions, and public float, confirming the controlling shareholder's compliance with non-competition undertakings, noting that connected transactions primarily involve IT system fees and office rent paid to related parties, both qualifying for exemptions, and stating that no dividends were distributed this fiscal year while maintaining sufficient public float [Directors' and Shareholders' Interests](index=52&type=section&id=Directors%27%20and%20Shareholders%27%20Interests) This section discloses changes in Board members and lists the interests of directors and substantial shareholders in the company's shares, with Chairman Mr. Chung Wang Lung holding **51%** of the company's shares through his wholly-owned Macro Brave Investment Limited as the controlling shareholder, and Ms. Song Wenxia holding **24%** of the shares, confirming that the controlling shareholder has complied with the non-competition undertaking, which has been annually reviewed by the independent non-executive directors Major Shareholders' Interests | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Chung Wang Lung | Interest in controlled corporation | 892,710,000 | 51% | | Song Wenxia | Beneficial owner | 420,030,000 | 24% | - The independent non-executive directors have reviewed and confirmed the controlling shareholder's compliance with the non-competition undertaking[192](index=192&type=chunk) [Connected Transactions](index=60&type=section&id=Connected%20Transactions) During the reporting period, the Group engaged in two continuing connected transactions: paying approximately **HKD 0.5 million** for IT system (ERP, CRM, and newly developed DIY system) licenses and maintenance fees to On On Web Exhibition Limited, 51% owned by controlling shareholder Mr. Chung, and approximately **HKD 0.2 million** for rent of the Guangzhou office from Mr. Chung, with both transactions exempted from reporting, annual review, and independent shareholders' approval requirements under the GEM Listing Rules due to their amounts falling within the de minimis thresholds - Approximately **HKD 0.5 million** paid to related party On On Group for IT system-related fees[224](index=224&type=chunk) - Approximately **HKD 0.2 million** paid to controlling shareholder Mr. Chung for Guangzhou office rent[224](index=224&type=chunk) - The independent non-executive directors have reviewed these continuing connected transactions and confirmed they were conducted on normal commercial terms and are in the overall interest of the company and its shareholders[230](index=230&type=chunk) [Independent Auditor's Report](index=63&type=section&id=Independent%20Auditor%27s%20Report) [Independent Auditor's Report](index=63&type=section&id=Independent%20Auditor%27s%20Report) Ascent Partners CPA Limited, the auditor, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, deeming them to present a true and fair view of the Group's financial position and performance, identifying "Assessment of Expected Credit Losses on Trade Receivables" as a key audit matter due to significant management judgment and estimation involved - The auditor issued an unmodified opinion on the consolidated financial statements, stating they present a true and fair view[236](index=236&type=chunk) - A key audit matter is the "Assessment of Expected Credit Losses (ECL) on Trade Receivables," as it involves significant management judgment and estimation[238](index=238&type=chunk)[239](index=239&type=chunk) [Consolidated Financial Statements](index=68&type=section&id=Consolidated%20Financial%20Statements) This section presents the company's audited core financial data, including the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, and consolidated statement of cash flows, along with detailed notes to these statements, showing a net loss of **HKD 7.61 million** and total assets of **HKD 54.6 million** for FY2025, with notes elaborating on key accounting policies and items such as revenue recognition, financial instruments, and related party transactions [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=68&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the current fiscal year, the Group recorded revenue of **HKD 15.88 million**, a decrease from **HKD 16.87 million** last year, with loss before tax expanding to **HKD 7.47 million** and loss for the year at **HKD 7.61 million** due to reduced other income and expense impacts, resulting in a loss attributable to equity holders of **HKD 8.35 million** and basic loss per share of **HKD 0.48 cents** Consolidated Profit or Loss Summary | Metric | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 15,875 | 16,869 | | Loss before income tax | (7,471) | (5,772) | | Loss for the year | (7,605) | (5,876) | | Loss attributable to equity holders of the Company | (8,347) | (6,345) | | Basic loss per share (HK cents) | (0.48) | (0.36) | [Consolidated Statement of Financial Position](index=69&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were **HKD 54.6 million**, total liabilities were **HKD 6.63 million**, and net assets were **HKD 47.96 million**, with non-current assets primarily comprising property, plant, and equipment and a financial asset valued at **HKD 5.73 million**, and current assets including **HKD 35.75 million** in cash and cash equivalents, indicating strong liquidity Consolidated Financial Position as of March 31, 2025 | Metric (as of March 31, 2025) | Amount (thousand HKD) | | :--- | :--- | | Total Assets | 54,595 | | Total Liabilities | 6,633 | | Net Assets | 47,962 | | Cash and cash equivalents | 35,746 | [Consolidated Statement of Cash Flows](index=71&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) During the current fiscal year, the Group experienced a net cash outflow of **HKD 6.0 million** from operating activities, a net cash inflow of **HKD 11.32 million** from investing activities primarily due to a decrease in time deposits, and a net cash outflow of **HKD 2.33 million** from financing activities mainly for repayment of lease liabilities, resulting in a net increase of **HKD 2.98 million** in cash and cash equivalents for the year Consolidated Cash Flows for FY2025 | Metric (FY2025) | Cash Flow (thousand HKD) | | :--- | :--- | | Net cash used in operating activities | (6,001) | | Net cash from investing activities | 11,318 | | Net cash used in financing activities | (2,334) | | Net increase in cash and cash equivalents | 2,983 | [Financial Summary](index=126&type=section&id=Financial%20Summary) [Five-Year Financial Summary](index=126&type=section&id=Five-Year%20Financial%20Summary) This section provides a summary of the Group's key performance and financial position data for the past five fiscal years (2021-2025), showing that the Group's revenue has remained around **HKD 16-17 million** in recent years, but has recorded consecutive losses in the last three years, with more significant losses in FY2023 and FY2025, and total assets and total equity have shown a declining trend since 2021 Five-Year Financial Overview | Metric (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 15,875 | 16,869 | 16,638 | 16,764 | 16,025 | | (Loss)/Profit for the year | (7,605) | (5,876) | (9,005) | (4,552) | 7,015 | | Total Assets | 54,595 | 64,098 | 71,451 | 78,417 | 84,591 | | Total Equity | 47,962 | 56,209 | 62,761 | 72,930 | 77,883 |

Business Overview - The group primarily provides overseas education consulting services in Hong Kong, focusing on students aiming to study in the UK, Australia, Canada, and the USA [10]. - As of September 30, 2024, the group continues to generate significant commission income from arranging student placements in the UK and Australia [10]. - The company plans to enhance brand awareness through digital marketing channels and aims to attract students and parents from outside Hong Kong [11]. - The development of an online service system is underway to efficiently handle inquiries and school applications from students and parents [11]. - The board believes that the group's performance will improve in the foreseeable future despite current business challenges [11]. - The company is actively seeking suitable partners and qualified consultants to provide high-quality overseas education services [11]. Financial Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 6.9 million, a decrease of about 7.7% compared to HKD 7.5 million for the same period in 2023 [16]. - Commission income from arranging students to study in the UK accounted for approximately 48.7% of total revenue, generating about HKD 3.4 million, a decrease of about 5.0% from HKD 3.5 million in 2023 [18]. - Commission income from arranging students to study in Australia increased by approximately HKD 47,000 or about 2.1% to HKD 2.31 million, representing about 33.3% of total revenue [19]. - Commission income from arranging students to study in Canada and the US decreased by about 33.2% to approximately HKD 1.0 million, accounting for about 14.6% of total revenue [20]. - Other income increased from approximately HKD 2.0 million to about HKD 3.9 million, an increase of about 96.2%, mainly due to a net increase in foreign exchange gains [21]. - The group recorded a net loss of approximately HKD 1.4 million for the six months ended September 30, 2024, a decrease from a net loss of about HKD 5.1 million in the same period in 2023 [27]. - The loss before tax for the six months ended September 30, 2024, was HKD 1,327 thousand, a significant improvement from a loss of HKD 5,056 thousand in the same period of 2023 [49]. - The company reported a revenue of HKD 6,915 thousand for the six months ended September 30, 2024, compared to HKD 7,489 thousand for the same period in 2023, representing a decrease of approximately 7.6% [49]. - The group reported a loss attributable to equity holders of HKD 1,852,000 for the six months ended September 30, 2024, compared to a loss of HKD 5,282,000 for the same period in 2023, representing a 65.0% improvement [82]. Risk Management - Key risks include regulatory changes, intense competition in the overseas education consulting industry, and potential economic downturns affecting disposable income [13][14][15]. - The company plans to mitigate risks by maintaining service flexibility, improving service quality, and offering financial support options [13][15]. - The group is committed to sustainable growth by managing identified risks and uncertainties while seizing opportunities [15]. Cash Flow and Assets - As of September 30, 2024, the group's cash and bank balances totaled approximately HKD 36.1 million, an increase from HKD 32.4 million as of March 31, 2024 [28]. - The net cash used in operating activities for the six months ended September 30, 2024, was HKD (978,000), an improvement from HKD (5,470,000) in the same period of 2023 [58]. - The cash and cash equivalents increased to HKD 36,121,000 as of September 30, 2024, compared to HKD 12,336,000 in the previous year, representing a growth of 193% [58]. - The company reported a net cash inflow from investing activities of HKD 6,227,000 for the six months ended September 30, 2024, compared to a net outflow of HKD (20,939,000) in the same period of 2023 [58]. - The total assets minus current liabilities amounted to HKD 55,022,000, a decrease of 5% from HKD 58,107,000 as of March 31, 2024 [50]. Employee and Operational Costs - Employee costs increased by approximately HKD 0.1 million to about HKD 6.3 million, attributed to salary payments to employees in China, Malaysia, and Hong Kong [24]. - Total accrued expenses and other payables amounted to HKD 4,793,000 as of September 30, 2024, compared to HKD 3,949,000 as of March 31, 2024, reflecting an increase of approximately 21.4% [93]. - Employee costs accrued decreased to HKD 830,000 from HKD 1,245,000, a reduction of about 33.4%, indicating potential cost-saving measures [93]. Shareholder Information - The major shareholder, Mr. Zhong, holds 51% of the shares, amounting to 892,710,000 shares, indicating a strong control over the company [106]. - The total number of issued and fully paid shares remained at 1,750,400,000 as of both March 31, 2024, and September 30, 2024 [94]. - The company has significant shareholdings, with Hong Yong holding 892,710,000 shares, representing a substantial portion of the equity [112]. Corporate Governance - The company has maintained compliance with the corporate governance code as per GEM listing rules, ensuring adherence to all applicable provisions [101]. - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited financial statements for the six months ending September 30, 2024, ensuring compliance with applicable accounting standards [122]. - The company has confirmed that there are no controlling shareholders or directors with interests in any competing businesses as of September 30, 2024 [115]. Future Plans - The company plans to enhance its information technology systems, with an expected completion date by December 2024 [45]. - The group has reassessed the intended use of unutilized proceeds, reallocating HKD 1,502,000 from a large exhibition to the enhancement of IT systems [45]. - The company aims to enhance its internal controls and financial reporting through the audit committee's oversight [122].

Compliance and Governance - Dadi Education Holdings Limited reported its interim results for the six months ended September 30, 2024, with a focus on compliance with GEM listing rules[3] - The company confirmed that all directors have collectively and individually accepted responsibility for the accuracy and completeness of the report[9] - The report includes unaudited condensed consolidated financial statements, which are available on the company's website and the Hong Kong Stock Exchange[11] - The interim report will be sent to shareholders and is accessible on the Hong Kong Stock Exchange website[3] - The company emphasizes the importance of understanding the potential risks associated with investing in GEM-listed companies[8] - The company has undergone changes in its board of directors, with new appointments and resignations noted in the report[12] - The report aims to provide comprehensive information about the company's performance and future outlook[9] - The audit committee, composed of independent non-executive directors, has reviewed the unaudited financial statements for the six months ending September 30, 2024, ensuring compliance with applicable accounting standards[127] Financial Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 6.9 million, a decrease of about 7.7% compared to HKD 7.5 million for the same period in 2023[21] - Total revenue for the six months ended September 30, 2024, was HKD 6,915,000, a decrease of 7.6% compared to HKD 7,489,000 for the same period in 2023[54] - The loss before tax for the six months ended September 30, 2024, was HKD 1,327,000, significantly improved from a loss of HKD 5,056,000 in the same period last year[54] - The net loss for the six months ended September 30, 2024, was approximately HKD 1.4 million, a decrease from a net loss of HKD 5.1 million in 2023[32] - The company reported a net loss attributable to equity holders of HKD 1,852,000 for the six months ended September 30, 2024, compared to a loss of HKD 5,282,000 in the same period last year[59] - The basic and diluted loss per share for the six months ended September 30, 2024, was HKD 0.07, compared to HKD 0.29 for the same period in 2023[54] - The group reported a loss attributable to equity holders of the company of HKD 1,852,000 for the six months ended September 30, 2024, compared to a loss of HKD 5,282,000 for the same period in 2023[87] Revenue Breakdown - Commission income from arranging students to study in the UK accounted for approximately 48.7% of total revenue, generating about HKD 3.4 million, a decrease of about 5.0% from HKD 3.5 million in 2023[23] - Commission income from arranging students to study in Australia increased by approximately HKD 47,000 or about 2.1% to HKD 2.31 million, representing about 33.3% of total revenue[24] - Commission income from arranging students to study in Canada and the US decreased by approximately 33.2% to about HKD 1.0 million, accounting for about 14.6% of total revenue[25] - Other income increased by approximately HKD 1.9 million or about 96.2% to HKD 3.9 million, primarily due to an increase in foreign exchange gains[26] Expenses and Costs - Marketing costs decreased from approximately HKD 1.8 million to HKD 1.4 million, attributed to increased use of digital marketing[27] - Employee costs increased by approximately HKD 0.1 million to HKD 6.3 million, mainly due to salary payments to employees in China and Malaysia[29] - Other expenses decreased from approximately HKD 6.2 million to HKD 4.9 million, primarily due to a reduction in foreign exchange losses[30] - The group’s financing costs increased to HKD 57,000 for the six months ended September 30, 2024, compared to HKD 33,000 in the same period of 2023[79] - The group’s administrative management fee income decreased to HKD 200,000 for the six months ended September 30, 2024, from HKD 371,000 in the same period of 2023[78] - The group’s depreciation on owned assets was HKD 15,000 for the six months ended September 30, 2024, down from HKD 115,000 in the same period of 2023[81] Cash Flow and Financial Position - As of September 30, 2024, the group's cash and bank balances totaled approximately HKD 36.1 million, an increase from HKD 32.4 million as of March 31, 2024[33] - Cash and cash equivalents as of September 30, 2024, increased to HKD 36,121,000 from HKD 12,336,000 as of the same date in 2023[63] - The group reported a significant increase in cash flow from investing activities, with a net cash inflow of HKD 6,227,000 for the six months ended September 30, 2024, compared to an outflow of HKD 20,939,000 in the same period last year[63] - The total assets less current liabilities amounted to HKD 55,022,000, down from HKD 58,107,000 as of March 31, 2024[55] - The fair value gain on financial assets measured at fair value through profit or loss was approximately HKD 0.5 million for the six months ended September 30, 2024, with the total fair value of these assets at approximately HKD 6.6 million[42] Shareholder Information - The company’s total equity attributable to equity holders decreased to HKD 54,071,000 from HKD 55,728,000 as of March 31, 2024[55] - As of September 30, 2024, the total equity attributable to shareholders was approximately HKD 17.5 million, a slight decrease from HKD 55.7 million as of March 31, 2024[35] - The total number of issued and fully paid shares remained at 1,750,400,000 as of both March 31, 2024, and September 30, 2024[99] - As of September 30, 2024, major shareholder Mr. Zhong holds 892,710,000 shares, representing a significant ownership stake[117] Dividends and Share Options - The group did not recommend the payment of an interim dividend for the six months ended September 30, 2024, consistent with no dividend declared for the same period in 2023[86] - The board did not recommend the payment of an interim dividend for the six months ended September 30, 2024, consistent with the previous year[104] - The company has established a share option scheme aimed at attracting and retaining talented employees, with specific terms outlined in compliance with GEM listing rules[121] - No share options have been granted, exercised, or cancelled from the adoption date of the share option scheme until September 30, 2024[125] Other Information - The company has no significant investments, acquisitions, or plans for capital assets as of the report date[43] - The company confirmed compliance with the minimum public float requirement of 25% as of September 30, 2024[108] - The group has not entered into any derivative agreements or used financial instruments to hedge foreign exchange risks as of September 30, 2024[39] - There have been no significant events affecting the group since September 30, 2024, up to the report date[44] - The company and its subsidiaries did not purchase, sell, or redeem any listed securities during the six months ended September 30, 2024[105] - The company plans to publish its interim results announcement on the Hong Kong Stock Exchange and its official website[128]

[Company Information](index=4&type=section&id=Company%20Information) This section provides detailed corporate governance and administrative information, including board members, committee members, auditors, registered office, principal place of business, and share registrar - The report provides detailed corporate governance and administrative information, including members of the company's board of directors, various committees, company secretary, auditor, registered office, principal place of business, and share registrar[4](index=4&type=chunk)[5](index=5&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) The Chairman's Statement reviews the performance for the fiscal year 2023/24, noting that despite challenges, the Group made progress on strategic plans, particularly in expanding its online platform, with a significant narrowing of annual loss primarily due to increased other income, and will continue to focus on enhancing the online platform, expanding services, and strengthening collaborations for sustainable growth Financial Performance Summary | Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Annual Loss | Approx. 5.9 million HKD | Approx. 9.0 million HKD | - The reduction in loss was primarily due to an increase in other income of approximately **2.2 million HKD**, specifically from fair value gains on financial assets, increased bank interest income, and administrative fee income[7](index=7&type=chunk) - A key milestone for the year was the expansion of the online platform to provide more convenient and comprehensive digital services, receiving positive customer feedback and expected to be a key driver for future growth[8](index=8&type=chunk) - Future Outlook: The Group will focus on further enhancing its online platform, expanding its service scope, strengthening cooperation with overseas educational institutions, and exploring new markets to diversify revenue streams[10](index=10&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=7&type=section&id=Business%20Review%20and%20Outlook) As a leading overseas study consultancy service provider in Hong Kong, the Group's core business remains stable, primarily serving students bound for the UK and Australia, with the annual loss narrowing from 9.0 million HKD to 5.9 million HKD, and future strategies focusing on digital marketing through online platforms and developing online service systems to expand beyond Hong Kong, while identifying regulatory changes, industry competition, and economic recession as key risks - The Group's core business is overseas study consultancy services in Hong Kong, with primary revenue derived from commissions for arranging student placements in the UK and Australia[16](index=16&type=chunk) - Key future strategies include leveraging online platforms for digital marketing and developing online service systems to attract students and parents from outside Hong Kong[17](index=17&type=chunk) - The company faces major risks including changes in immigration and education policies in key destination countries, intense industry competition, and economic recession potentially affecting families' ability to pay[18](index=18&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) For the year ended March 31, 2024, the Group's total revenue slightly increased by 1.4% to 16.9 million HKD, primarily driven by a 22.9% growth in Australian business, while UK business declined by 13.2%, and other income significantly grew by 111.9% to 4.2 million HKD, mainly due to increased bank interest income and a turnaround in financial asset investments, leading to a substantial narrowing of the annual loss from 9.0 million HKD to 5.9 million HKD Key Financial Indicators | Financial Indicator | FY2024 (million HKD) | FY2023 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **16.9** | **16.6** | **+1.4%** | | Commission income from UK | 6.6 | 7.6 | -13.2% | | Commission income from Australia | 7.4 | 6.0 | +22.9% | | **Other Income** | **4.2** | **2.0** | **+111.9%** | | Marketing Costs | 2.8 | 2.8 | Stable | | Employee Benefit Expenses | 12.6 | 12.5 | Stable | | **Loss for the Year** | **5.9** | **9.0** | **-34.4%** | - The increase in other income was primarily due to: (i) an increase in bank interest income of approximately **0.8 million HKD** due to rising interest rates; and (ii) the recognition of a fair value gain on financial assets at fair value through profit or loss of approximately **0.4 million HKD**, compared to a loss of approximately **1.3 million HKD** in the prior year[24](index=24&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=9&type=section&id=Liquidity,%20Financial%20Resources%20and%20Capital%20Structure) The Group primarily maintains operations through shareholder contributions and operating cash flow, holding total cash and cash equivalents of approximately 32.4 million HKD and total equity of approximately 56.2 million HKD as of March 31, 2024, with no net debt, no gearing ratio presented, and no assets pledged or significant capital commitments Financial Position Summary | Indicator (million HKD) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Cash and Cash Equivalents | 32.4 | 40.1 | | Total Equity | 56.2 | 62.8 | - The Group had no net debt as of March 31, 2024, and 2023, thus no gearing ratio was presented[31](index=31&type=chunk) - As of the reporting period end, the Group had no pledged assets, significant capital commitments, or significant contingent liabilities[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) [Use of Net Proceeds from Listing](index=11&type=section&id=Use%20of%20Net%20Proceeds%20from%20Listing) As of March 31, 2024, approximately 48.4 million HKD of the 55.1 million HKD net proceeds from the company's 2017 listing have been utilized, with approximately 6.8 million HKD remaining unutilized, and this year, the company reallocated 1.5 million HKD originally planned for large-scale exhibitions to enhance IT systems to adapt to market changes Use of Net Proceeds | Item | Net Proceeds Utilized (million HKD) | Net Proceeds Unutilized (million HKD) | | :--- | :--- | :--- | | **Total** | **48.4** | **6.8** | - The Board resolved to reallocate **1,502,000 HKD** from "organizing large-scale exhibitions" to "enhancing the Group's information technology systems" to meet the growing market demand for digital services[42](index=42&type=chunk) [Dividends](index=11&type=section&id=Dividends) The Board does not recommend the payment of a final dividend for the year ended March 31, 2024 - The Directors do not recommend the payment of a final dividend for the year ended March 31, 2024 (2023: nil)[45](index=45&type=chunk) [Biographies of Directors and Senior Management](index=12&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, responsibilities, professional qualifications, industry experience, and relationships with each other, with founder Mr. Chung Wang Lung serving as Chairman and Mr. Mok Pak Ki serving as Chief Executive Officer - The executive board comprises founder and Chairman Mr. Chung Wang Lung, Chief Executive Officer Mr. Mok Pak Ki, and Mr. Chung Ka Yik and Ms. So Ho Sau[46](index=46&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk)[53](index=53&type=chunk) - Independent non-executive directors include Mr. Wong Tak Chun, Ms. Chung Wai Na, and Ms. Li Yuen Shan, newly appointed on April 1, 2024, all possessing extensive experience in accounting, finance, and corporate governance[56](index=56&type=chunk)[58](index=58&type=chunk)[61](index=61&type=chunk) - There are family relationships among board members: Chairman Mr. Chung Wang Lung is the father of Executive Director Mr. Chung Ka Yik and the maternal uncle of Executive Director Ms. So Ho Sau[48](index=48&type=chunk)[53](index=53&type=chunk) [Corporate Governance Report](index=17&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=17&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The Company has complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules during the year, with the Board comprising four executive directors and three independent non-executive directors responsible for formulating the Group's overall strategy, and the company has adopted a board diversity policy and ensures directors receive continuous professional development - For the year ended March 31, 2024, the Company has complied with all applicable code provisions of the Corporate Governance Code[70](index=70&type=chunk) - The Board comprises seven directors, including four executive directors and three independent non-executive directors, maintaining a balanced mix of skills and experience[76](index=76&type=chunk) - The company has adopted a board diversity policy and achieved gender diversity as of the reporting date, with **3 female members** on the Board[85](index=85&type=chunk)[87](index=87&type=chunk) [Board Committees](index=21&type=section&id=Board%20Committees) The company has established an Audit Committee, Remuneration Committee, and Nomination Committee to assist the Board in fulfilling its duties, with the Audit and Remuneration Committees both chaired by independent non-executive directors to ensure their independence, and the Nomination Committee comprising the Chairman and two independent non-executive directors, all committees having convened meetings during the year to perform their specific responsibilities Board Committee Structure and Responsibilities | Committee | Chairman | Composition | Primary Responsibilities | | :--- | :--- | :--- | :--- | | Audit Committee | Mr. Wong Tak Chun (Independent Non-executive Director) | 3 Independent Non-executive Directors | Oversees financial reporting, internal controls, and external auditors | | Remuneration Committee | Ms. Chung Wai Na (Independent Non-executive Director) | 3 Independent Non-executive Directors | Formulates remuneration policies and structures for directors and senior management | | Nomination Committee | Mr. Chung Wang Lung (Chairman and Executive Director) | 1 Executive Director, 2 Independent Non-executive Directors | Reviews board structure, identifies, and nominates director candidates | - Each committee held meetings during the year, with the Audit Committee holding **5 meetings**, and the Remuneration Committee and Nomination Committee each holding **2 meetings**, fulfilling their respective terms of reference[96](index=96&type=chunk)[100](index=100&type=chunk)[105](index=105&type=chunk) [Risk Management and Shareholders' Rights](index=25&type=section&id=Risk%20Management%20and%20Shareholders'%20Rights) The Board confirms its responsibility for ensuring the effectiveness of the Group's internal control and risk management systems, though the company currently has no internal audit function, and the company safeguards shareholders' rights by clarifying procedures for shareholders to convene extraordinary general meetings and propose resolutions, and has established multiple communication channels with investors - The Board is responsible for ensuring the effectiveness of internal control and risk management systems, but considering the company's relatively simple structure, no internal audit function has been established at present[113](index=113&type=chunk)[114](index=114&type=chunk) - Shareholders holding not less than **one-tenth of the company's paid-up share capital** may request to convene an extraordinary general meeting[119](index=119&type=chunk) - The company communicates with shareholders and investors through various channels, including annual general meetings, regular reports, announcements, and the company website[122](index=122&type=chunk) [Environmental, Social and Governance Report](index=27&type=section&id=Environmental,%20Social%20and%20Governance%20Report) [ESG Governance and Strategy](index=27&type=section&id=ESG%20Governance%20and%20Strategy) The Board is fully responsible for the Group's ESG strategy and risk management, and through stakeholder engagement and materiality assessment, the Group identified 15 ESG issues, with "customer satisfaction," "complaint handling," "occupational safety and health," "employee training and development," and "protection of customer privacy" deemed most critical, and corresponding measures will be elaborated in the report - The Board is fully responsible for formulating strategies, monitoring, and managing environmental, social, and governance-related risks, and ensuring the effectiveness of internal control systems[125](index=125&type=chunk) - Through materiality assessment, the most significant ESG issues identified for the business and stakeholders are: customer satisfaction, complaint handling, occupational safety and health, employee training and development, and protection of customer privacy[137](index=137&type=chunk)[143](index=143&type=chunk) [Environmental Performance (A)](index=33&type=section&id=Environmental%20Performance%20(A)) The Group's environmental impact primarily stems from office operations, with a target to reduce greenhouse gas emissions by at least 3% within five years, though total emissions increased by 11.1% year-on-year this fiscal year, and in waste management, paper consumption significantly decreased year-on-year through the implementation of the "4R" concept, while the company has also begun referencing the TCFD framework to identify and manage climate-related risks Environmental Performance Indicators | Environmental Performance Indicator | FY2024 | FY2023 | Change | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (tonnes CO2e) | 11.34 | 10.21 | +11.1% | | Total Paper Consumption (sheets) | 44,865 | 62,671 | -28.4% | - The Group has set a target to reduce greenhouse gas emissions by at least **3%** within the next five years, using FY2023 as the baseline[146](index=146&type=chunk) - The Group has referenced the Task Force on Climate-related Financial Disclosures (TCFD) framework to identify and analyze physical and transition risks posed by climate change, and has developed mitigation measures[156](index=156&type=chunk) [Social Performance (B)](index=36&type=section&id=Social%20Performance%20(B)) The Group considers talent its most important resource, committed to providing a harmonious, equitable, and safe working environment, with employee turnover significantly decreasing from 19.51% to 6.86% this year, providing over 12 hours of training for all employees, strictly adhering to labor standards prohibiting child and forced labor, focusing on protecting client data privacy with no related complaints received, and maintaining a zero-tolerance policy towards corruption Social Performance Indicators | Social Performance Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Total Employees | 41 | 41 | | Employee Turnover Rate | 6.86% | 19.51% | | Lost Days Due to Work-related Injuries | 0 | 0 | | Number of Complaints Received Regarding Products and Services | 0 | 0 | | Legal Prosecution Cases Concluded Regarding Corruption | 0 | 0 | - **100%** of employees received training, with an average of over **12 hours** of training completed per employee[169](index=169&type=chunk)[185](index=185&type=chunk) - The Group strictly complies with the Personal Data (Privacy) Ordinance, establishing procedures to regulate the collection, processing, and use of personal data to protect client privacy[175](index=175&type=chunk) [Directors' Report](index=51&type=section&id=Directors'%20Report) [Business and Financial Review](index=54&type=section&id=Business%20and%20Financial%20Review) During the reporting period, the Group primarily engaged in overseas study consultancy services with no significant changes in business activities, facing key risks including foreign currency exchange rate fluctuations (especially GBP and AUD) and changes in the UK and Australian study landscapes, with the top five clients accounting for 24.37% of total revenue this year, an increase from 19.6% last year - The Group's principal activity is providing overseas study consultancy services, with no significant changes during the year[218](index=218&type=chunk) - Key risks include foreign currency exchange rate fluctuations and changes in policy landscapes of major study destinations (UK, Australia)[221](index=221&type=chunk)[222](index=222&type=chunk) - The proportion of total revenue from the top five clients increased from **19.6%** in FY2023 to **24.37%** in FY2024[224](index=224&type=chunk) [Directors' Interests and Connected Transactions](index=51&type=section&id=Directors'%20Interests%20and%20Connected%20Transactions) The report discloses directors' interests in the company's shares, with controlling shareholder Mr. Chung Wang Lung holding 51% of shares through his controlled company, and the company confirms the controlling shareholder's compliance with the non-compete undertaking, while during the year, the Group engaged in continuing connected transactions with related parties (primarily companies controlled by the controlling shareholder and the controlling shareholder himself), including approximately 0.8 million HKD in license fees and approximately 0.2 million HKD in rental, which were exempted from full disclosure due to their small amounts - Controlling shareholder Mr. Chung Wang Lung holds **892,710,000 shares**, representing **51%** of the company, through Grand Brave Investments Limited[246](index=246&type=chunk) - Independent non-executive directors have reviewed and confirmed the controlling shareholder's compliance with the non-compete deed[216](index=216&type=chunk) - During the year, the Group paid approximately **0.8 million HKD** in license and maintenance fees to a connected company controlled by Chairman Mr. Chung, and approximately **0.2 million HKD** in office rental to Mr. Chung himself, with these transactions meeting the minimum exemption thresholds under the GEM Listing Rules[256](index=256&type=chunk)[260](index=260&type=chunk)[262](index=262&type=chunk) [Independent Auditor's Report](index=62&type=section&id=Independent%20Auditor's%20Report) The independent auditor, Ascent Partners CPA Limited, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2024, deeming them to present a true and fair view of the Group's financial position and performance, with "assessment of expected credit losses on trade receivables" highlighted as a key audit matter due to significant management judgment involved, and the report also notes a change in auditor during the year - The auditor issued an **unmodified opinion** on the consolidated financial statements[271](index=271&type=chunk) - A key audit matter is the "assessment of expected credit losses (ECL) on trade receivables," due to significant management judgment and estimation involved[273](index=273&type=chunk)[275](index=275&type=chunk) - The report notes that the consolidated financial statements for the year ended March 31, 2023, were audited by another auditor[276](index=276&type=chunk) - The company changed its auditor in December 2023, from Grant Thornton Hong Kong Limited to Ascent Partners CPA Limited[269](index=269&type=chunk) [Consolidated Financial Statements](index=67&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=67&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2024, the Group recorded revenue of 16.9 million HKD, a slight year-on-year increase, and due to increased other income and expense control, the loss for the year significantly narrowed from 9.0 million HKD last year to 5.9 million HKD, with basic loss per share at 0.36 HK cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (HKD thousands) | FY2024 | FY2023 (Restated) | | :--- | :--- | :--- | | Revenue | 16,869 | 16,638 | | Loss before income tax | (5,772) | (8,865) | | **Loss for the year** | **(5,876)** | **(9,005)** | | Loss attributable to owners of the Company | (6,345) | (9,861) | | Basic and diluted loss per share (HK cents) | (0.36) | (0.56) | [Consolidated Statement of Financial Position](index=68&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets were 64.1 million HKD, total liabilities were 7.9 million HKD, and net assets were 56.2 million HKD, with net current assets of 48.5 million HKD, indicating good short-term solvency, and cash and cash equivalents of approximately 32.4 million HKD Consolidated Statement of Financial Position | Item (HKD thousands) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | **Non-current assets** | **9,585** | **11,145** | | **Current assets** | **54,513** | **60,306** | | Of which: Cash and cash equivalents | 32,378 | 40,142 | | **Total assets** | **64,098** | **71,451** | | **Current liabilities** | **5,991** | **5,141** | | **Non-current liabilities** | **1,898** | **3,549** | | **Total liabilities** | **7,889** | **8,690** | | **Net assets** | **56,209** | **62,761** | [Consolidated Statement of Cash Flows](index=70&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group recorded a net cash outflow of 6.7 million HKD from operating activities, a net cash inflow of 0.8 million HKD from investing activities primarily due to increased interest received, and a net cash outflow of 2.3 million HKD from financing activities, resulting in a net decrease in cash and cash equivalents of 8.1 million HKD for the year Consolidated Statement of Cash Flows | Item (HKD thousands) | FY2024 | FY2023 | | :--- | :--- | :--- | | Net cash used in operating activities | (6,702) | (6,372) | | Net cash from (used in) investing activities | 825 | (12,983) | | Net cash used in financing activities | (2,267) | (2,691) | | **Net decrease in cash and cash equivalents** | **(8,144)** | **(22,046)** | [Notes to the Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements elaborate on the company's accounting policies, key accounting judgments and estimates, and provide a breakdown and explanation of various items in the financial statements, including revenue, segment information, various assets and liabilities, related party transactions, and financial instrument risk management, indicating that the Group's revenue primarily derives from study consultancy services in Australia, Canada, the UK, and the US, with no single client accounting for over 10% of total revenue - The notes disclose that the Group has applied several new and revised Hong Kong Financial Reporting Standards, but they have no significant impact on the financial statements[302](index=302&type=chunk) - Key accounting estimate uncertainties primarily arise from impairment of non-financial assets and estimates of expected credit losses for financial assets[412](index=412&type=chunk)[413](index=413&type=chunk)[415](index=415&type=chunk) - The Group faces financial risks mainly including market risk (foreign exchange risk), credit risk, and liquidity risk, and has formulated corresponding management policies[485](index=485&type=chunk) [Financial Summary](index=123&type=section&id=Financial%20Summary) This section provides a summary of the Group's results, assets, liabilities, and equity for the past five fiscal years (2020-2024), showing that the Group's revenue has remained relatively stable over the past few years, but profitability has fluctuated significantly, with consecutive losses in the last three years, and total assets and total equity trending downwards since their 2022 peak Five-Year Financial Summary | Item (HKD thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 16,869 | 16,638 | 16,764 | 16,025 | 20,215 | | Loss/(Profit) for the year | (5,876) | (9,005) | (4,552) | 7,015 | (4,050) | | Total assets | 64,098 | 71,451 | 78,417 | 84,591 | 79,896 | | Total liabilities | (7,889) | (8,690) | (5,487) | (6,708) | (8,161) | | Equity attributable to owners of the Company | 55,728 | 62,288 | 72,611 | 77,480 | 71,490 |