PART I [Item 3. Key Information](index=6&type=section&id=Item%203.%20Key%20Information) This section details the significant risks associated with an investment in the company's shares, covering business, operational, and securities-related uncertainties [D. RISK FACTORS](index=6&type=section&id=D.%20RISK%20FACTORS) The company identifies significant risks across its business, operating environment, and securities, including revenue fluctuations, political instability, and potential delisting | Fiscal Year Ended March 31 | Net Loss Before Income Taxes (HK$) | Net Loss Before Income Taxes (US$) | | :--- | :--- | :--- | | 2025 | 27,771,927 | 3,560,505 | | 2024 | 5,840,256 | 748,749 | | 2023 | 1,009,295 | 129,398 | - The company's revenue is **unpredictable** as it is generated on a project-by-project basis, with **no long-term contracts** with clients, exposing it to potential uncertainty[32](index=32&type=chunk)[38](index=38&type=chunk) - The company's operations are primarily in Hong Kong, making it susceptible to **PRC government oversight** and regulatory changes, which could **materially impact operations and share value**[61](index=61&type=chunk)[62](index=62&type=chunk) - The company is an **emerging growth company** and a **foreign private issuer**, allowing it to follow home country governance practices and reduced reporting requirements, potentially offering **less protection to shareholders**[133](index=133&type=chunk)[123](index=123&type=chunk) [Item 4. Information on the Company](index=31&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides a comprehensive overview of the company's corporate history, structure, and business operations, focusing on ESG advisory services [Corporate History and Structure](index=31&type=section&id=Corporate%20History%20and%20Structure) Roma Green Finance Limited, a Cayman Islands holding company, began operations in Hong Kong in 2018 and expanded to Singapore in 2022 - The Group's history traces back to August 2018 with the establishment of **Roma Risk Advisory Limited (RRA)** in Hong Kong[152](index=152&type=chunk) - The company is a holding company incorporated in the Cayman Islands, with operating subsidiaries in **Hong Kong (RRA)** and **Singapore (Roma S)**[155](index=155&type=chunk)[153](index=153&type=chunk) [Business Operations](index=34&type=section&id=Business%20Operations) The company specializes in ESG, sustainability, and climate change advisory services, serving over 100 clients, primarily in Hong Kong and Singapore - The company provides a wide range of advisory services, including **Sustainability Program Development**, **ESG Reporting**, **Corporate Governance and Risk Management**, and **Climate Change Strategies and Solutions**[174](index=174&type=chunk)[180](index=180&type=chunk)[189](index=189&type=chunk)[195](index=195&type=chunk) - The company has served **over 100 clients** across diverse industries, with top five clients accounting for **49.9% of total revenue in FY2025**[158](index=158&type=chunk)[207](index=207&type=chunk) - Key business strategies include increasing market penetration in Hong Kong and Singapore, expanding into the **US market**, recruiting professionals, and pursuing strategic acquisitions[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) [Regulatory Environment](index=43&type=section&id=Regulatory%20Environment) The company's operations are subject to general business, employment, and data privacy laws in Hong Kong and Singapore, with no special legislation - In Hong Kong, the company is subject to general laws including the **Business Registration Ordinance**, **Inland Revenue Ordinance**, **Employment Ordinance (EO)**, and **Personal Data (Privacy) Ordinance (PDPO)**[230](index=230&type=chunk)[231](index=231&type=chunk)[234](index=234&type=chunk)[242](index=242&type=chunk) - In Singapore, the company must comply with regulations such as the **Employment Act 1968**, the **Workplace Safety and Health Act 2006**, and the **Personal Data Protection Act 2012**[246](index=246&type=chunk)[249](index=249&type=chunk)[258](index=258&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=49&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes the company's financial performance for FY2023-2025, highlighting revenue changes, widening net losses, and liquidity [Results of Operations](index=50&type=section&id=Results%20of%20Operations) For FY2025, revenue increased by 23.2% to HK$12.2 million, but net loss widened significantly to HK$27.8 million due to surging sales and marketing expenses | Fiscal Year Ended March 31 | 2025 (HK$'000) | 2024 (HK$'000) | 2023 (HK$'000) | | :--- | :--- | :--- | :--- | | **Total Revenue** | **12,202** | **9,904** | **13,636** | | Cost of revenues | (7,688) | (6,782) | (7,859) | | **Gross Profit** | **4,513** | **3,122** | **5,776** | | Sales and marketing | (17,812) | (2,150) | (690) | | General and administrative | (15,245) | (7,063) | (6,442) | | **Net Loss** | **(27,773)** | **(5,840)** | **(1,012)** | - Revenue in FY2025 increased by **23.2% to HK$12.2 million**, driven by a **HK$4.5 million increase from new clients**, offsetting a **HK$2.2 million drop from recurring clients**[270](index=270&type=chunk) - Sales and marketing expenses surged by **HK$15.7 million in FY2025 to HK$17.8 million**, attributed to increased marketing consultancy services for business development[278](index=278&type=chunk)[279](index=279&type=chunk) - General and administrative expenses rose to **HK$15.2 million in FY2025 from HK$7.0 million in FY2024**, mainly due to higher professional fees related to a follow-on public offering and increased miscellaneous expenses[280](index=280&type=chunk)[281](index=281&type=chunk)[283](index=283&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) The company funded operations through IPO and follow-on offerings, with cash and cash equivalents at HK$20.9 million as of March 31, 2025, and sufficient working capital for 12 months - The company completed its IPO on January 11, 2024, raising net proceeds of **US$8.68 million**, and conducted two follow-on offerings raising gross proceeds of **US$1.26 million** and **US$6.93 million** respectively[293](index=293&type=chunk)[295](index=295&type=chunk)[296](index=296&type=chunk) | Cash Flow Summary (HK$'000) | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Net cash (used in)/provided by operating activities | (12,589) | (25,052) | 547 | | Net cash used in investing activities | (18,685) | (7) | (7) | | Net cash provided by/(used in) financing activities | 9,067 | 67,643 | (437) | | **Cash and cash equivalents at end of year** | **20,890** | **43,113** | **530** | - Net cash used in investing activities was **HK$18.7 million in FY2025**, primarily for the issuance of promissory notes[301](index=301&type=chunk) [Item 6. Directors, Senior Management and Employees](index=63&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This section introduces the company's leadership team, board committees, compensation, equity incentive plan, and employee numbers - The leadership team includes **Luk Huen Ling Claire** as Chairlady, Executive Director and CEO, and **Lam Hing Fat** as Chief Financial Officer[330](index=330&type=chunk) - The Board of Directors has established an **audit committee**, a **compensation committee**, and a **nomination committee**, with charters outlining their responsibilities[347](index=347&type=chunk) - As of March 31, 2025, the company had approximately **19 full-time employees and directors**, up from **14** in the previous year[376](index=376&type=chunk) - On April 19, 2024, the company adopted the **2024 Equity Incentive Plan**, making **2,000,000 Ordinary Shares** available for issuance[373](index=373&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=71&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details beneficial ownership, with CEO Luk Huen Ling Claire owning 10.19%, and discloses related party transactions | Name of Beneficial Owner | Number of Shares | Percentage | | :--- | :--- | :--- | | Luk Huen Ling Claire (via Top Elect) | 6,071,104 | 10.19% | | Top Elect | 6,071,104 | 10.19% | | Eastern Pearl Capital SPC | 3,368,700 | 5.66% | | Imperial Vision Fund SPC | 3,640,255 | 6.11% | - The applicable percentage ownership is based on **59,564,571 Ordinary Shares** issued and outstanding as of the date of the annual report[381](index=381&type=chunk) - The amount due to director Claire Luk was **HK$1,269,266 as of March 31, 2024**, and was reduced to **zero by March 31, 2025**[388](index=388&type=chunk) [Item 8. Financial Information](index=73&type=section&id=Item%208.%20Financial%20Information) This section refers to Item 18 for the company's consolidated financial statements - The company's Consolidated Financial Statements are located under **Item 18** of this report[390](index=390&type=chunk) [Item 9. The Offer and Listing](index=74&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section details the company's public offerings and Nasdaq listing, including its IPO and two subsequent follow-on offerings - The company's Ordinary Shares began trading on the Nasdaq Global Market on **January 11, 2024**, under the ticker symbol **"ROMA"**[391](index=391&type=chunk) | Offering Date | Type | Shares Sold | Price per Share (US$) | Gross Proceeds (US$) | | :--- | :--- | :--- | :--- | :--- | | Jan 11, 2024 | IPO | 2,449,943 | 4.00 | 9,799,772 | | Sep 26, 2024 | Follow-on | 3,600,000 | 0.351 | 1,263,600 | | Jun 5, 2025 | Follow-on | 11,000,000 | 0.60 | 6,930,000 | [Item 10. Additional Information](index=75&type=section&id=Item%2010.%20Additional%20Information) This section details the company's corporate governance as a Cayman Islands exempted company, including its articles of association and material tax considerations - The company is a Cayman Islands exempted company with an authorized share capital of **US$500,000** divided into **500,000,000 shares of US$0.001 par value** each[400](index=400&type=chunk)[401](index=401&type=chunk) - The Cayman Islands currently levies **no taxes** on corporate profits, income, gains, or appreciation, and the company has received a **20-year undertaking** against future taxation[452](index=452&type=chunk)[453](index=453&type=chunk) - For U.S. federal income tax purposes, the company does not expect to be classified as a **Passive Foreign Investment Company (PFIC)** for the current taxable year or the foreseeable future[463](index=463&type=chunk) [Item 11. Quantitative and Qualitative Disclosures about Market Risk](index=87&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is foreign currency exchange risk, though it is considered minimal due to the HKD-USD peg - The company's main market risk is **foreign currency exchange risk**, as its reporting currency is HKD but some transactions are in USD, though this risk is considered minimal due to the **HKD-USD peg**[482](index=482&type=chunk)[329](index=329&type=chunk) [Item 12. Description of Securities Other Than Equity Securities](index=87&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20Than%20Equity%20Securities) This item is not applicable as the company has not issued securities other than equity securities - Not applicable[483](index=483&type=chunk) PART II [Item 15. Controls and Procedures](index=88&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of March 31, 2025, due to a material weakness in financial reporting personnel - As of March 31, 2025, management concluded that disclosure controls and procedures were **ineffective** due to a **material weakness**[488](index=488&type=chunk) - The material weakness relates to a lack of sufficient personnel with knowledge of **U.S. GAAP** and **SEC reporting requirements** to handle complex accounting issues and prepare financial statements[488](index=488&type=chunk) - Remedial actions include engaging financial consultants, providing additional training to the CFO, and improving the financial oversight function[489](index=489&type=chunk) [Item 16. Corporate Governance and Other Disclosures](index=89&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Disclosures) This section covers corporate governance, including an audit committee financial expert, code of ethics, principal accountant fees, and cybersecurity policy - The Board has designated **Mr. Wong Kai Hing** as the **"audit committee financial expert"**[494](index=494&type=chunk) | Fee Type | FY 2025 (HKD) | FY 2024 (HKD) | FY 2023 (HKD) | | :--- | :--- | :--- | :--- | | Audit Fees | 858,000 | 858,000 | 726,488 | | Audit Related Fees | - | 78,000 | 117,000 | | Tax Fees | - | - | - | | All Other Fees | 39,000 | - | - | | **Total** | **897,000** | **936,000** | **843,488** | - On **March 8, 2024**, **J&S Associate PLT** replaced **KCCW Accounting Corp** as the company's independent registered public accounting firm[501](index=501&type=chunk) - The company has adopted an **Insider Trading Policy** and a **Cybersecurity Policy**, with the Audit Committee overseeing cybersecurity risks[503](index=503&type=chunk)[504](index=504&type=chunk)[506](index=506&type=chunk) PART III [Item 18. Financial Statements](index=93&type=section&id=Item%2018.%20Financial%20Statements) This section contains the company's consolidated financial statements for FY2023-2025, including auditor reports, balance sheets, and cash flow statements - The financial statements cover the fiscal years ended **March 31, 2023, 2024, and 2025**, and are prepared in accordance with **U.S. GAAP**[509](index=509&type=chunk)[511](index=511&type=chunk) - The auditor for FY2024 and FY2025 is **J&S Associate PLT**, while the auditor for FY2023 was **KCCW Accountancy Corp**[511](index=511&type=chunk)[516](index=516&type=chunk) - The auditor's report for FY2023 from KCCW Accountancy Corp. noted that the company's recurring losses and accumulated deficit raised **substantial doubt about its ability to continue as a going concern**[517](index=517&type=chunk) [Consolidated Financial Statements](index=97&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets of HK$50.8 million and a net loss of HK$27.8 million for FY2025, with detailed notes on accounting policies and subsequent events | (in HKD) | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | 50,759,233 | 63,555,464 | | **Total Liabilities** | 2,025,890 | 5,468,918 | | **Total Shareholders' Equity** | 48,733,343 | 58,086,546 | | (in HKD) | Year Ended March 31, 2025 | Year Ended March 31, 2024 | Year Ended March 31, 2023 | | :--- | :--- | :--- | :--- | | **Revenues, net** | 12,202,026 | 9,903,795 | 13,635,605 | | **Gross Profit** | 4,513,647 | 3,122,109 | 5,776,498 | | **Net Loss** | (27,773,099) | (5,840,256) | (1,011,804) | | **Loss per share - Basic** | (2.04) | (0.72) | (0.15) | - Subsequent to the fiscal year-end, on **June 5, 2025**, the company closed a follow-on public offering raising net proceeds of approximately **US$6.84 million**[643](index=643&type=chunk) - On **July 2, 2025**, the company entered into an agreement to acquire **100% of Capital Summit Enterprise Limited for US$1,700,000**[646](index=646&type=chunk) [Item 19. Exhibits](index=122&type=section&id=Item%2019.%20Exhibits) This section provides an index of exhibits filed, including corporate documents, committee charters, and officer certifications - The report includes key corporate documents as exhibits, such as the **Amended and Restated Memorandum and Articles of Association (Exhibits 3.1, 3.2)**, **committee charters (10.1-10.3)**, and **Code of Ethics (14)**[650](index=650&type=chunk)

Core Viewpoint - Roma Green Finance (ROMA) experienced a 5.19% increase in stock price, reaching $4.05 per share, with a total market capitalization of $48.45 million as of July 31 [1] Financial Performance - As of September 30, 2024, Roma Green Finance reported total revenue of HKD 3.1698 million, a year-on-year decrease of 37.58% [1] - The company recorded a net profit attributable to shareholders of -HKD 17.354 million, reflecting a significant year-on-year decline of 887.93% [1] Company Overview - Roma Green Finance Limited is a Cayman Islands-registered holding company, primarily operated by its domestic subsidiary, Roma Risk Consulting Limited [1] - Roma Risk Consulting Limited offers a diverse range of high-level professional services, including enterprise risk consulting, sustainable development strategy consulting, climate risk consulting, environmental, social, and governance (ESG) reporting services, and sustainable finance services [1]

Group 1 - The core viewpoint of the article highlights the financial performance and market position of Roma Green Finance, which experienced a stock price increase of 2.34% to $3.94 per share, with a total market capitalization of $47.14 million [1] - As of September 30, 2024, Roma Green Finance reported total revenue of HKD 3.1698 million, reflecting a year-on-year decrease of 37.58% [1] - The company recorded a net profit attributable to shareholders of -HKD 17.354 million, representing a significant year-on-year decline of 887.93% [1] Group 2 - Roma Green Finance Limited is registered in the Cayman Islands and primarily operates through its domestic subsidiary, Roma Risk Consulting Limited [1] - Roma Risk Consulting Limited offers a diverse range of services, including enterprise risk consulting, sustainable development strategy consulting, climate risk consulting, environmental, social, and governance reporting services, and sustainable finance services [1]

Group 1 - Roma Green Finance (NASDAQ:ROMA) experienced significant stock volatility following its initial public offering (IPO), where it sold 2.45 million shares at $4 per share [1] - The stock price surged to a high of $11.33 during normal trading hours after the IPO but could not sustain this level, closing down 27.5% at $2.90 per share [1] - On the following day, the stock continued to decline, falling 19.3% in pre-market trading with approximately 650,000 shares changing hands [2] Group 2 - Roma Green Finance operates as an advisory services company in Hong Kong and Singapore, focusing on environmental, social, and governance sustainability, as well as climate change advice [2]