ROMA(ROMA) - 2025 Q4 - Annual Report

PART I Item 3. Key Information 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 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][38] - 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][62] - 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][123] Item 4. Information on the Company 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 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] - The company is a holding company incorporated in the Cayman Islands, with operating subsidiaries in Hong Kong (RRA) and Singapore (Roma S)[155][153] Business Operations 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][180][189][195] - The company has served over 100 clients across diverse industries, with top five clients accounting for 49.9% of total revenue in FY2025[158][207] - Key business strategies include increasing market penetration in Hong Kong and Singapore, expanding into the US market, recruiting professionals, and pursuing strategic acquisitions[215][216][217] Regulatory Environment 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][231][234][242] - 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][249][258] Item 5. Operating and Financial Review and Prospects This section analyzes the company's financial performance for FY2023-2025, highlighting revenue changes, widening net losses, and liquidity Results of Operations 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] - 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][279] - 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][281][283] Liquidity and Capital Resources 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$6.93 million respectively[293][295][296] | Cash Flow Summary (HK$'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] Item 6. Directors, Senior Management and Employees 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] - The Board of Directors has established an audit committee, a compensation committee, and a nomination committee, with charters outlining their responsibilities[347] - As of March 31, 2025, the company had approximately 19 full-time employees and directors, up from 14 in the previous year[376] - On April 19, 2024, the company adopted the 2024 Equity Incentive Plan, making 2,000,000 Ordinary Shares available for issuance[373] Item 7. Major Shareholders and Related Party Transactions 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] - The amount due to director Claire Luk was HK$1,269,266 as of March 31, 2024, and was reduced to zero by March 31, 2025[388] Item 8. Financial Information This section refers to Item 18 for the company's consolidated financial statements - The company's Consolidated Financial Statements are located under Item 18 of this report[390] Item 9. The Offer and Listing This section details the company's public offerings and Nasdaq listing, including its IPO and two subsequent follow-on offerings - The company's Ordinary Shares began trading on the Nasdaq Global Market on January 11, 2024, under the ticker symbol "ROMA"[391] | Offering Date | Type | Shares Sold | Price per Share (US$) | 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 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][401] - 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][453] - 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] Item 11. Quantitative and Qualitative Disclosures about Market Risk 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][329] Item 12. Description of Securities Other Than Equity Securities This item is not applicable as the company has not issued securities other than equity securities - Not applicable[483] PART II Item 15. Controls and Procedures 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] - 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] - Remedial actions include engaging financial consultants, providing additional training to the CFO, and improving the financial oversight function[489] Item 16. Corporate Governance and Other Disclosures 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] | 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] - The company has adopted an Insider Trading Policy and a Cybersecurity Policy, with the Audit Committee overseeing cybersecurity risks[503][504][506] PART III Item 18. Financial Statements 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][511] - The auditor for FY2024 and FY2025 is J&S Associate PLT, while the auditor for FY2023 was KCCW Accountancy Corp[511][516] - 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] Consolidated Financial Statements 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] - On July 2, 2025, the company entered into an agreement to acquire 100% of Capital Summit Enterprise Limited for US$1,700,000[646] Item 19. Exhibits 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]