TOP Financial (TOP) - 2025 Q4 - Annual Report

PART I Key Information This section details the company's corporate structure, cash transfer policies, regulatory implications, and key risk factors, primarily focusing on its Cayman Islands holding company and Hong Kong operations Corporate Structure and Cash Transfers This section describes TFGL's corporate structure as a Cayman Islands holding company, detailing cash transfer mechanisms, dividend policies, and intercompany loans with its Hong Kong-based operating subsidiaries - TFGL is a Cayman Islands holding company, and all operations are conducted by its subsidiaries, primarily in Hong Kong Investors hold equity in the Cayman entity, not the operating subsidiaries[19][48] - The company's ability to pay dividends depends on distributions from its operating subsidiaries Dividend distributions from BVI subsidiaries are permissible if assets exceed liabilities post-distribution, while Hong Kong subsidiaries can only distribute from available profits[49][52] Cash Transfers from TFGL to Subsidiaries (FY2023 - FY2025) | Transfer To | Amount (US$) | Purpose | | :--- | :--- | :--- | | WIN100 WEALTH | $13,000,000 | Intra-company loans | | ZYSL | $3,000,000 | Capital injection | | WINRICH | $8,530,772 | Intra-company loans | Regulatory Environment and Compliance This section addresses legal and regulatory compliance, including the enforceability of U.S. judgments, HFCA Act implications, HKSFC licensing, and the company's assessment of PRC cybersecurity and CSRC filing requirements - The company's auditor, YCM CPA Inc., is a U.S.-based firm subject to PCAOB inspection, which currently mitigates the risk of delisting under the HFCA Act However, future regulatory changes could alter this situation[76][131] - The company's key Hong Kong subsidiaries, ZYSL and ZYCL, hold the necessary Type 1, 2, 4, 5, and 9 licenses from the HKSFC Its subsidiary Winrich holds a money lender's license[77][78] - The company believes it is not currently subject to PRC cybersecurity reviews or CSRC filing requirements because its operations are in Hong Kong and it has no mainland China presence However, it acknowledges significant uncertainty regarding potential future PRC government oversight, which could materially impact operations and share value[86][87][89] Risk Factors This section outlines comprehensive risks related to the company's corporate structure, Hong Kong operations, ordinary shares, and business environment, including regulatory and competitive challenges - A key structural risk is the holding company's reliance on dividends from its operating subsidiaries to fund its cash requirements, which could be restricted by subsidiary-level debt or local regulations[93][99] - The company faces significant risk from potential PRC government oversight and intervention in its Hong Kong operations, which could materially change its business, restrict cash transfers, and cause its share value to decline[98][103] - The Class A Ordinary Shares are subject to significant risks, including potential trading prohibition under the HFCA Act, extreme price volatility as seen in April-May 2023, and the possibility of the company being classified as a Passive Foreign Investment Company (PFIC) for U.S. tax purposes[98][149] - Business and industry risks include intense competition, significant revenue concentration from its top five customers (49% in FY2025), extensive and evolving regulatory requirements in Hong Kong, and vulnerability to cybersecurity threats and IT system failures[101][164][176] Information on the Company This section provides a detailed overview of the company's corporate history, business operations as an online brokerage, service offerings, revenue model, and the competitive and regulatory landscape in Hong Kong History and Development of the Company This section details the company's corporate history, including its 2022 NASDAQ IPO, subsequent acquisitions, and the 2025 adoption of a dual-class share structure granting significant voting control to Ms. Junli Yang - The company completed its IPO on NASDAQ on June 3, 2022, issuing 5,000,000 Class A Ordinary Shares at $5.00 per share, raising gross proceeds of $25 million[266] - In July 2025, the company adopted a dual-class share structure Chairwoman Ms. Junli Yang converted 10,000,000 Class A shares into Class B shares, each with 50 votes, giving her control of 94.86% of the total voting power[172][272] - The company has been expanding its geographic footprint and service offerings through acquisitions, including TOP 500 in Australia (April 2023) and ZYFS in Hong Kong (July 2025), and establishing subsidiaries in Singapore[259][270] Business Overview This section describes the company's online brokerage operations in Hong Kong, detailing its service offerings, declining trading volumes, revenue diversification efforts, reliance on third-party platforms, and competitive and regulatory landscape - The company's trading volume for futures contracts has declined, from 2.97 million trades in FY2023 to 2.27 million in FY2024, and further to 1.12 million in FY2025[295] Revenue Breakdown by Service (FY2023-FY2025) | Service | FY2025 % of Total Revenue | FY2024 % of Total Revenue | FY2023 % of Total Revenue | | :--- | :--- | :--- | :--- | | Futures Brokerage Commission | 55.0% | 42.1% | 44.6% | | Trading Solution Services | 24.2% | 34.0% | 45.3% | | Interest Income from Loan Business | 25.0% | 2.9% | 0% | | OTC Derivative Trading | 4.4% | 1.5% | 0% | | Margin Financing | 4.7% | 3.3% | 0% | | Other Services | 6.9% | 3.5% | 3.0% | - The company relies on licensed third-party trading platforms, primarily Esunny for futures and Longbridge for stocks, for its core brokerage operations[296][353] - There is a significant concentration of revenue, with the top five customers accounting for 49%, 36%, and 43% of total revenues for the fiscal years 2025, 2024, and 2023, respectively[341] Organizational Structure This section outlines the company's organizational structure, listing its subsidiaries and illustrating the parent-subsidiary relationships across Cayman Islands, BVI, Hong Kong, Australia, and Singapore - The company's structure consists of the parent company in the Cayman Islands, multiple holding subsidiaries in the British Virgin Islands, and operating subsidiaries located in Hong Kong, Australia, Singapore, and the Cayman Islands[451][453][454] Property, Plant and Equipment This section details the company's principal executive office as a leased space in Singapore and notes its single registered trademark in Hong Kong - The company's main office is a leased space in Singapore It does not own significant physical property[457] - The company has one registered trademark in Hong Kong[458] Operating and Financial Review and Prospects This section provides management's discussion and analysis of financial performance, detailing revenue decline, net loss in FY2025, expense increases, balance sheet changes, liquidity, and critical accounting policies Operating Results This section details the company's operating results, highlighting a significant revenue decline and shift to a net loss in FY2025 due to market slowdown, trading losses, and increased credit loss allowances Consolidated Results of Operations (FY2023-FY2025) | Metric (US$) | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Total Revenues | $3,329,256 | $8,037,105 | $9,695,402 | | Total Expenses | $9,152,500 | $7,049,258 | $6,266,139 | | Net Income (Loss) | ($5,969,348) | $1,051,539 | $3,397,743 | - Total revenues decreased by 58.6% in FY2025 compared to FY2024, primarily due to declines in futures brokerage commissions and trading solution services, alongside a significant trading loss[517] - Expenses increased significantly in FY2025, driven by a $2.7 million allowance for expected credit loss, a $1.5 million compensation payment to OTC derivatives customers upon business termination, and increased compensation costs from new offices[525][527][529] - The company's balance sheet shows a decrease in total assets from $57.6 million in FY2024 to $46.8 million in FY2025, mainly due to a reduction in cash and cash equivalents Loans receivable, net, increased significantly from $4.7 million to $12.3 million[549][763] Liquidity and Capital Resources This section discusses the company's liquidity, detailing a significant decrease in cash reserves due to operating and investing outflows, while confirming compliance with regulatory capital requirements and noting past financing proceeds - The company's total cash, cash equivalents, and restricted cash decreased from $38.7 million as of March 31, 2024, to $15.2 million as of March 31, 2025[551][562] Net Cash Flow Summary (FY2023-FY2025) | Cash Flow Activity (US$) | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($14,471,221) | $17,758,444 | ($6,031,451) | | Net cash used in investing activities | ($9,361,665) | ($1,280,187) | ($6,542,863) | | Net cash provided by financing activities | $0 | $4,389,992 | $22,500,871 | - The company's Hong Kong subsidiaries, ZYSL and ZYCL, were in compliance with their respective regulatory capital requirements as of March 31, 2025[565][920] Critical Accounting Estimates This section outlines critical accounting policies requiring significant management judgment, including revenue recognition, trading gains, income tax expenses, and share-based compensation - Revenue from futures brokerage commissions is recognized at a point in time (the trade date), and the company acts as the primary obligor, recognizing revenue on a gross basis[582] - Trading solution services fees, which include an initial installation fee and monthly service fees, are recognized over the contract period as a single performance obligation[583] - The company accounts for income taxes using the asset and liability method, recognizing deferred tax assets and liabilities for future tax consequences of temporary differences[587] Directors, Senior Management and Employees This section introduces the company's directors and senior management, detailing compensation, board practices, employee count, and Chairwoman Junli Yang's substantial voting control Compensation of Directors and Executive Officers | Fiscal Year Ended | Aggregate Compensation (US$) | MPF Contributions (US$) | | :--- | :--- | :--- | | March 31, 2025 | $510,938 | $6,489 | | March 31, 2024 | $510,938 | $6,489 | | March 31, 2023 | $339,253 | $6,399 | - As of March 31, 2025, the company had 18 employees[619] - Chairwoman Junli Yang beneficially owns shares representing 98.7% of the total voting power, giving her substantial control over the company[625][627] Major Shareholders and Related Party Transactions This section details significant related party transactions, including interest income from a family member of the Chairwoman and acquisitions from entities affiliated with company officers - The company generated interest income from margin financing, brokerage, and handling services provided to Mr. Huaixi Yang, an immediate family member of Chairwoman Ms. Junli Yang, amounting to $169,549 in FY2025, $179,217 in FY2024, and $96,801 in FY2023[630] - The company has engaged in multiple acquisition transactions with entities controlled by or related to Chairwoman Ms. Junli Yang and other officers, including the acquisitions of WIN100 WEALTH, TOP 500, and Zhong Yang Financial Services Limited[632][633][634] Financial Information This section confirms no material legal proceedings and outlines the company's dividend policy, indicating no expected future dividends as earnings will be retained for business growth - The company is not currently a party to any material legal or administrative proceedings[637] - The company does not plan to pay dividends in the foreseeable future, intending to retain earnings for business operations and expansion[640] - The company and its subsidiaries made several cash dividend distributions in fiscal years 2020 and 2021, prior to its IPO[641][642][643] The Offer and Listing This section confirms the company's Class A Ordinary Shares are listed and traded on the Nasdaq Capital Market under the ticker symbol "TOP" - The company's Class A Ordinary Shares are listed on the Nasdaq Capital Market with the ticker symbol "TOP"[649] Additional Information This section provides supplementary information on corporate governance, legal framework, and taxation, including Cayman Islands tax benefits, Hong Kong tax implications, and the potential PFIC status for U.S. investors - The company is an exempted company with limited liability under the laws of the Cayman Islands, which provides certain benefits such as no annual return of shareholders and the ability to obtain an undertaking against future taxation[668][674] - The Cayman Islands does not levy taxes on profits, income, or capital gains Hong Kong profits tax is applicable to the company's Hong Kong subsidiaries, but capital gains from the sale of shares are not taxed[672][675] - For U.S. federal income tax purposes, the company does not expect to be classified as a Passive Foreign Investment Company (PFIC), but notes that this is a factual determination made annually and is subject to risks, including fluctuations in its share price and the composition of its income and assets[685] Quantitative and Qualitative Disclosures About Market Risk This section identifies primary market risks including foreign exchange, interest rate, credit, and price risks, noting the company does not use derivative financial instruments for hedging - The company is exposed to foreign exchange risk as its revenues and expenses are denominated in USD, HKD, and EUR, but it does not currently use hedging instruments[704] - Credit risk is primarily related to bank deposits and receivables from brokers and customers The company mitigates this by dealing with reputable financial institutions and continuous monitoring[707][709] - Price risk exposure is limited to the carrying amount of financial instruments held for proprietary trading, which consists of equity securities[710] PART II Material Modifications to the Rights of Security Holders and Use of Proceeds This section details the allocation of net proceeds from the June 2022 IPO and the February 2024 registered direct offering across various business development and investment initiatives - The company received net proceeds of approximately $22.8 million from its June 2022 IPO[719] - The company received net proceeds of approximately $4.39 million from its February 2024 registered direct offering[722] Use of IPO Proceeds as of Report Date | Use Category | Amount (US$) | | :--- | :--- | | Management/Employee Incentives & General Corporate | $128,000 | | Investment in Financial Products | $6,000,000 | | Development of OTC Derivatives Business | $1,900,000 | | Facilitate Loan Business | $5,500,000 | | Capital Injection to Brokerage Business | $4,400,000 | | Company Acquisition | $770,000 | | Professional Fee | $2,200,000 | | Development of Asset Management Business | $700,000 | Controls and Procedures This section reports management's conclusion that disclosure controls were ineffective as of March 31, 2025, citing material weaknesses in accounting personnel expertise and CECL process policies - Management concluded that disclosure controls and procedures were ineffective as of March 31, 2025[725] - A material weakness was identified due to a lack of sufficient financial reporting and accounting personnel with adequate U.S. GAAP and SEC reporting expertise[725] - A second material weakness was identified related to the lack of formal policies and procedures for the CECL (Current Expected Credit Losses) process[725] Corporate Governance and Other Matters This section covers corporate governance, including the audit committee financial expert, Code of Conduct, principal accountant fees, change in certifying accountant, and cybersecurity risk management processes - The Board has identified Mr. Anthony S. Chan as the "audit committee financial expert"[730] Principal Accountant Fees (YCM CPA Inc.) | Fiscal Year Ended March 31, | Audit Fees (US$) | | :--- | :--- | | 2025 | $189,000 | | 2024 | $189,000 | | 2023 | $189,000 | - On June 26, 2022, the company dismissed Friedman LLP and appointed YCM CPA Inc. as its new independent registered public accounting firm[737] - The company has a process for assessing and managing cybersecurity risks, overseen by the Board of Directors and managed by an IT Committee composed of the CEO and CFO[745] PART III Financial Statements This section presents the company's audited consolidated financial statements for FY2023-FY2025, including balance sheets, income statements, cash flow statements, and detailed notes, prepared under U.S. GAAP Consolidated Balance Sheets This section presents the consolidated balance sheets, showing a decrease in total assets and liabilities, and a corresponding reduction in shareholders' equity from FY2024 to FY2025 Selected Balance Sheet Data (As of March 31) | Item (US$) | 2025 | 2024 | | :--- | :--- | :--- | | Total Assets | $46,799,758 | $57,642,843 | | Cash and cash equivalents | $12,227,380 | $25,919,945 | | Restricted cash | $2,947,556 | $12,777,148 | | Loans receivable, net | $12,306,331 | $4,654,635 | | Total Liabilities | $11,914,454 | $17,111,938 | | Payable to customers | $10,977,549 | $10,256,270 | | Payable to holders of structured notes | $0 | $6,139,179 | | Total Shareholders' Equity | $34,885,304 | $40,530,905 | Consolidated Statements of Operations and Comprehensive (Loss) Income This section presents the consolidated statements of operations, highlighting a shift from net income to a significant net loss in FY2025 due to declining revenues and increased expenses Key Income Statement Data (For the Year Ended March 31) | Item (US$) | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Total Revenues | $3,329,256 | $8,037,105 | $9,695,402 | | Total Expenses | $9,152,500 | $7,049,258 | $6,266,139 | | Net Income (Loss) | ($5,969,348) | $1,051,539 | $3,397,743 | | Basic and Diluted EPS | ($0.16) | $0.03 | $0.10 | Consolidated Statements of Cash Flows This section presents the consolidated statements of cash flows, showing a significant net cash outflow in FY2025 driven by operating and investing activities Summary of Cash Flows (For the Year Ended March 31) | Item (US$) | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | ($14,471,221) | $17,758,444 | ($6,031,451) | | Net cash from investing activities | ($9,361,665) | ($1,280,187) | ($6,542,863) | | Net cash from financing activities | $0 | $4,389,992 | $22,500,871 | | Net change in cash | ($23,832,886) | $20,868,249 | $9,926,557 | Notes to Consolidated Financial Statements This section provides detailed notes to the financial statements, explaining accounting policies, breakdowns of key line items, and disclosures on equity structure, taxes, and related party transactions - The company operates as a single reportable segment, with the CEO identified as the Chief Operating Decision Maker (CODM)[857] - Significant revenue concentration exists, with two customers accounting for 20% and 12% of total revenue in FY2025 Similarly, two brokers accounted for 75% and 18% of total commission expenses[858][859] - In FY2025, the company recorded a $2.84 million allowance for expected credit losses and a $0.26 million impairment on a long-term investment, significantly impacting its net loss[765][807]