罗马元宇宙集团(08072) - 2025 - 年度财报

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