Primega Group Holdings Limited(PGHL) - 2025 Q4 - Annual Report

FORM 20-F Filing Information Registrant Information Primega Group Holdings Limited (ZDAI), a Cayman Islands exempted company, is listed on Nasdaq (ZDAI) with principal offices in Hong Kong - Registrant: Primega Group Holdings Limited (ZDAI), incorporated in Cayman Islands[2] - Principal Executive Offices: Room 2916, 29/F., New Tech Plaza, 34 Tai Yau Street, San Po Kong Kowloon, Hong Kong[2] Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Ordinary Shares, par value US$0.00005 per share | ZDAI | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) | Filing Status and Shares Outstanding The company filed its Annual Report on Form 20-F for FY2025, classified as a non-accelerated filer and emerging growth company, with 26,400,000 ordinary shares outstanding - Filing Type: Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2025[1] - Filer Status: Non-accelerated filer and Emerging growth company[10] Shares Outstanding | As of Date | Ordinary Shares Outstanding (par value US$0.00005 per share) | | :--------- | :--------------------------------------------------------- | | March 31, 2025 | 26,400,000 | | Date of this annual report | 26,400,000 | INTRODUCTION Definitions and Currency Translation This section defines key terms and clarifies the company's holding structure, with Hong Kong operations and a fixed HKD to USD translation rate of US$1 = HK$7.8 - The Company (ZDAI) is a holding company with operations conducted in Hong Kong through its operating subsidiary, Primega Construction[21] - All translations from Hong Kong dollars to U.S. dollars in this annual report were calculated at the noon buying rate of US$1 = HK$7.8[21] - The Company's fiscal year ends on March 31[21] FORWARD-LOOKING INFORMATION Forward-Looking Statements and Risk Factors The annual report contains forward-looking statements subject to substantial risks and uncertainties, with no obligation for public updates - The annual report contains forward-looking statements that involve substantial risks and uncertainties, identifiable by words like 'may,' 'expect,' 'plan,' 'anticipate,' 'believe,' 'estimate,' 'predict,' 'potential,' 'continue,' and 'ongoing'[24] - Key factors that may cause actual results to differ materially are discussed under 'Item 3. Key Information – D. Risk Factors'[25] - The company undertakes no obligation to publicly update any forward-looking statements, except as required by law[25] PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS This item is marked as 'Not applicable', indicating no specific information is provided or required - This item is marked as 'Not applicable'[28] ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE This item is marked as 'Not applicable', indicating no specific information is provided or required - This item is marked as 'Not applicable'[29] ITEM 3. KEY INFORMATION A. Selected Financial Data Selected financial data shows revenue growth to US$19.28 million in 2025, but a net loss of US$6.98 million due to increased operating expenses Summary Consolidated Statements of Operations (US$) | Metric | 2023 | 2024 | 2025 | | :-------------------------------- | :--------- | :--------- | :---------- | | REVENUE | 11,143,138 | 13,464,430 | 19,275,673 | | Gross profit | 2,178,047 | 2,768,604 | 1,679,665 | | Income (loss) from operation | 989,334 | 1,432,210 | (7,166,284) | | NET INCOME (LOSS) | 1,167,260 | 1,091,285 | (6,981,068) | Summary Consolidated Cash Flow (US$) | Metric | 2023 | 2024 | 2025 | | :-------------------------------- | :--------- | :--------- | :--------- | | Net cash provided by (used in) operating activities | 839,954 | 2,394,212 | (2,819,237) | | Net cash used in investing activities | (46,398) | - | - | | Net cash (used in) provided by financing activities | (664,399) | (2,144,996) | 2,785,755 | | NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 129,157 | 249,216 | (33,482) | | CASH AND CASH EQUIVALENTS AT END OF YEAR | 240,219 | 489,435 | 455,953 | Summary Consolidated Balance Sheet (US$) | Metric | As of March 31, 2024 | As of March 31, 2025 | | :-------------------------------- | :------------------- | :------------------- | | TOTAL ASSETS | 13,367,939 | 15,702,285 | | TOTAL LIABILITIES | 9,078,143 | 6,961,069 | | Total shareholders' equity | 4,289,796 | 8,741,216 | B. Capitalization and indebtedness This item is marked as 'Not applicable', indicating no specific information is provided or required - This item is marked as 'Not applicable'[34] C. Reasons for the offer and use of proceeds This item is marked as 'Not applicable', indicating no specific information is provided or required - This item is marked as 'Not applicable'[35] D. Risk factors Investing in Ordinary Shares carries high risks, including operational uncertainties in Hong Kong, regulatory changes, funding reliance, internal control issues, and market volatility - Investment in Ordinary Shares involves a high degree of risk, potentially leading to material adverse effects on business, financial condition, results of operations, and future growth prospects[36] Risks Related to Doing Business in Jurisdictions We Operate Operating in Hong Kong exposes the company to PRC government intervention, regulatory uncertainties, potential delisting under the HFCA Act, and adverse effects from political instability - The PRC government may exercise significant oversight and discretion over the company's business and intervene in or influence operations at any time, potentially restricting the ability to move money out of Hong Kong[38][39][40] - Uncertainties exist regarding the interpretation and enforcement of PRC and Hong Kong laws, rules, and regulations, which can be vague, subject to future changes, and inconsistently applied[42][43] - Trading in the company's securities may be prohibited under the HFCA Act if the SEC determines its audit work is performed by auditors the PCAOB cannot inspect, potentially leading to delisting[58][68] - Political risks in Hong Kong, including the impact of the Hong Kong National Security Law and the Safeguarding National Security Ordinance, could adversely affect the economy, business operations, and financial results[76][77][85] Risks Related to Our Corporate Structure As a holding company, ZDAI relies on subsidiary dividends, faces risks from distribution limitations, internal control effectiveness