Interim Report Compliance and Structure - The interim report is prepared in compliance with the GEM Listing Rules of the Stock Exchange of Hong Kong, with the Directors accepting full responsibility for its accuracy and completeness[5] - The interim report includes condensed consolidated financial statements, management discussion and analysis, and corporate governance information[9] - The interim financial statements were reviewed by the Company's audit committee but not audited by the independent auditor[45][48] Company Information - The company's principal place of business in Hong Kong is located at Units 26-28, 8/F, One Island South, 2 Heung Yip Road, Wong Chuk Hang[14] - The company's principal bankers are The Hongkong and Shanghai Banking Corporation Limited and China Construction Bank (Asia) Corporation Limited[15] - The company's stock code on the Stock Exchange of Hong Kong is 08057[15] - The company's website is www.madison-group.com.hk[15] - The company's registered office is located in the Cayman Islands[14] - The company's authorized representatives are Ms. Kuo Kwan and Ms. Chan Yuet Kwai[14] - The company's auditor is Prism Hong Kong and Shanghai Limited, Certified Public Accountants[14] Financial Performance - Revenue for the six months ended 30 September 2023 was HK34.68million,adecreaseof3251.02 million in the same period in 2022[17] - Net profit for the six months ended 30 September 2023 was HK1.91million,asignificantdeclinefromHK24.29 million in the same period in 2022[19] - Loan financing services revenue for the six months ended 30 September 2023 was HK22.06million,down2529.37 million in the same period in 2022[17] - Alcoholic beverages sales revenue for the six months ended 30 September 2023 was HK12.62million,adecreaseof4221.65 million in the same period in 2022[17] - Total comprehensive expense for the six months ended 30 September 2023 was HK18.37million,comparedtoHK18.89 million in the same period in 2022[19] - Basic loss per share for the six months ended 30 September 2023 was HK0.22,comparedtoearningspershareofHK2.23 in the same period in 2022[19] - Profit for the period was HK−1.4million,contributingtoatotalcomprehensiveexpenseofHK-12.6 million for the six months ended 30 September 2023[24] - Exchange differences arising from translation of foreign operations resulted in a loss of HK11.2millionforthesixmonthsended30September2023[24]−Revenueforthethreemonthsended30September2023wasHK15.452 million, a decrease from HK24.676millioninthesameperiodin2022[61]−Totalsegmentlossforthethreemonthsended30September2023wasHK990 thousand, compared to a segment profit of HK9.865millioninthesameperiodin2022[61]−LoanfinancingservicesgeneratedHK11.174 million in revenue for the three months ended 30 September 2023, down from HK13.430millionin2022[61]−Salesofalcoholicbeveragesrevenueforthethreemonthsended30September2023wasHK4.278 million, a significant decrease from HK11.246millionin2022[61]−RevenuefromthePRCforthethreemonthsended30September2023wasHK9.541 million, down from HK13.430millionin2022[73]−HongKongrevenueforthethreemonthsended30September2023wasHK5.911 million, compared to HK11.246millionin2022[73]−NetlossattributabletotheownersoftheCompanyforthethreemonthsended30September2023wasHK3,505,000, compared to a profit of HK6,178,000inthesameperiodin2022[93]FinancialPosition−BankbalancesandcashdecreasedtoHK37.85 million as of 30 September 2023 from HK72.91millionasof31March2023[20]−LoanandinterestreceivablesstoodatHK255.82 million as of 30 September 2023, slightly down from HK257.40millionasof31March2023[20]−TotalcurrentliabilitiesdecreasedtoHK254.16 million as of 30 September 2023 from HK276.74millionasof31March2023[20]−Non−currentassetsdecreasedtoHK44.60 million as of 30 September 2023 from HK58.24millionasof31March2023[20]−NetcurrentassetsdecreasedfromHK97.3 million to HK89.7millionasof30September2023[22]−TotalassetslesscurrentliabilitiesdeclinedfromHK155.5 million to HK134.3millionasof30September2023[22]−EquityattributabletoownersofthecompanydecreasedfromHK-12.4 million to HK−25.0millionasof30September2023[22]−Non−controllinginterestsdecreasedfromHK162.0 million to HK156.2millionasof30September2023[22]−Totalsegmentassetsasof30September2023wereHK328.971 million, a decrease from HK336.914millionasof31March2023[67]−Totalsegmentliabilitiesasof30September2023wereHK26.977 million, a decrease from HK34.727millionasof31March2023[70]−Non−currentassetsinHongKongasof30September2023wereHK15.438 million, down from HK17.920millionasof31March2023[74]−Non−currentassetsinthePRCasof30September2023wereHK712 thousand, a decrease from HK1.378millionasof31March2023[74]−TradereceivablesincreasedtoHK2,074,000 as of 30 September 2023, up from HK1,862,000asof31March2023[108]−NettradereceivablesrosetoHK1,601,000 as of 30 September 2023, compared to HK1,389,000asof31March2023[108]−TotalotherreceivablesanddepositsgrewtoHK33,804,000 as of 30 September 2023, up from HK28,556,000asof31March2023[108]−TradeandotherreceivablesanddepositsincreasedtoHK35,405,000 as of 30 September 2023, compared to HK29,945,000asof31March2023[108]−TheGroup′sright−of−useassetsdecreasedtoHK5,007,000 as of 30 September 2023, down from HK7,932,000asof31March2023[116]−LeaseliabilitiesreducedtoHK10,292,000 as of 30 September 2023, compared to HK15,055,000asof31March2023[122]−TheGrouprecognizedfinanceleasereceivablesofapproximatelyHK1,270,000 during the six months ended 30 September 2023[117] - The Group did not enter into new lease agreements during the six months ended 30 September 2023, resulting in no new lease liabilities being recognized[123] - The carrying amount of lease liabilities was HK10,292,000asof30September2023,downfromHK15,055,000 as of 31 March 2023[124] - Net investment in the lease decreased from HK10,654,000asofMarch31,2023,toHK7,382,000 as of September 30, 2023, reflecting a reduction in lease receivables[128] - The Group's sublease arrangements for office space have an average effective interest rate of 9.21% per annum, unchanged from March 31, 2023[131] - Trade payables increased from HK3,831,000asofMarch31,2023,toHK5,203,000 as of September 30, 2023, indicating higher outstanding payments[138] - The Group's loan from a non-controlling shareholder decreased from HK80,838,000asofMarch31,2023,toHK77,100,000 as of September 30, 2023, with a fixed interest rate of 2% per annum[142] - Other borrowings as of 30 September 2023 amounted to HK39,992,000,withafixedinterestrateof12.06,231,000[161] - Interest expenses on the loan from SRA Holdings amounted to HK6,625,000forthesixmonthsended30September2023[164]−TheGroup′ssecuredloansamountedtoHK74,758,000 as of 30 September 2023, a decrease from HK90,207,000asof31March2023[97]−Unsecuredloansasof30September2023totaledHK189,215,000, up from HK180,465,000asof31March2023[97]−TheGroupheldcollateralsvaluedatapproximatelyHK238,926,000 as of 30 September 2023, down from HK291,216,000asof31March2023[102]−LoanssecuredbyrealestateinthePRCamountedtoHK72,319,000 as of 30 September 2023, a decrease from HK86,458,000asof31March2023[101]−LoanssecuredbymotorvehiclestotaledHK2,438,000 as of 30 September 2023, down from HK3,749,000asof31March2023[101]−Loansguaranteedbyguarantors(includingrelatedparties)amountedtoHK68,458,000 as of 30 September 2023, compared to HK76,760,000asof31March2023[101]−Netloansandinterestreceivableswithin90daysasof30September2023wereHK101,700,000, up from HK44,007,000asof31March2023[106]−Netloansandinterestreceivablesover365daysasof30September2023wereHK126,812,000, down from HK137,524,000asof31March2023[106]CashFlow−TheGroup′snetcashusedinoperatingactivitieswasHK27.4 million for the six months ended 30 September 2023, compared to HK7.7millioninthesameperiodof2022[31]−NetcashfrominvestingactivitiesdecreasedtoHK4.7 million for the six months ended 30 September 2023, down from HK6.0millioninthesameperiodof2022[31]−NetcashusedinfinancingactivitiesincreasedtoHK7.7 million for the six months ended 30 September 2023, compared to HK6.9millioninthesameperiodof2022[31]−TheGroup′scashandcashequivalentsdecreasedbyHK30.5 million to HK37.9millionasof30September2023,comparedtoHK45.4 million as of 30 September 2022[31] Shareholder and Share Option Information - Royal Spectrum Holding Company Limited directly holds approximately 31.44% of the Company's issued share capital as of 30 September 2023[33] - Mr. Ting Pang Wan Raymond holds approximately 41.55% of the Company's issued share capital as of 30 September 2023 and controls Royal Spectrum[33] - The company granted 18,100,000 share options on 17 December 2015, with an exercise price of HK8.00pershare[170][173]−Afterasharesubdivisionon8November2016,thenumberofsharestobeissuedincreasedto181,000,000withanadjustedexercisepriceofHK0.80 per share[173] - On 3 April 2018, the company granted 219,000,000 share options with an exercise price of HK1.89pershare[176]−On17August2018,thecompanyrefreshedtheschememandatelimit,allowingtheissuanceofupto428,330,871shares,representing10.01.12 per share[178] - On 6 December 2019, the company granted 355,400,000 share options with an exercise price of HK0.207pershare[179]−On31July2020,thecompanyrefreshedtheschememandatelimitagain,allowingtheissuanceofupto519,272,689shares,representing10.01.03 per share, which expired on 30 September 2023 without any options being exercised[188][189] - As of 30 September 2023, 50,370,000 share options remained outstanding under the Share Option Scheme, representing 8.1% of the total issued shares, unchanged from 31 March 2023[189] - The 85,922,330 option shares granted under the Specific Mandate expired on 30 September 2023, reducing the outstanding options from 13.8% to 0% of the total issued shares[189] - No share-based payment expenses were recognized for the six months ended 30 September 2023 and 2022 related to the share options granted by the company[192] - Shareholders held 2,100,000 outstanding share options as of 30 September 2023, with an exercise price of HK8.00pershare[194]−Consultantsheld16,000,000outstandingshareoptionsasof30September2023,withanexercisepriceofHK8.00 per share[194] - Directors held 560,000 outstanding share options as of 30 September 2023, with an exercise price of HK18.90pershare[194]−Employeesheld570,000outstandingshareoptionsasof30September2023,withanexercisepriceofHK18.90 per share[194] - Directors were granted 750,000 share options on 6 December 2019, with an exercise price of HK2.07pershare,andalloptionsremainoutstandingasof30September2023[197]−Consultantsweregranted2,595,000shareoptionson6December2019,withanexercisepriceofHK2.07 per share, and all options remain outstanding as of 30 September 2023[197] - Employees were granted 625,000 share options on 6 December 2019, with an exercise price of HK2.07pershare,and600,000optionsremainoutstandingasof30September2023[197]−Theultimateholdingcompanyofanon−controllingshareholderwasgranted85,922,330shareoptionson23August2022,withanexercisepriceofHK1.03 per share, and all options remain outstanding as of 30 September 2023[197] Business Segments and Operations - The Group's major operating subsidiaries are engaged in alcoholic beverage sales, loan financing services, and financial services[34] - The Group's reportable segments include sales of alcoholic beverages, loan financing services, and financial services[58] - Revenue from alcoholic beverage sales decreased to HK12.62millionforthesixmonthsended30September2023,comparedtoHK21.65 million in the same period in 2022[51] - Loan referral services income decreased to HK5.29millionforthesixmonthsended30September2023,comparedtoHK6.55 million in the same period in 2022[51] - Interest income from micro loans decreased to HK13.52millionforthesixmonthsended30September2023,comparedtoHK18.49 million in the same period in 2022[51] - Total revenue decreased to HK34.68millionforthesixmonthsended30September2023,comparedtoHK51.02 million in the same period in 2022[51] - Revenue recognized at a point in time decreased to HK17.91millionforthesixmonthsended30September2023,comparedtoHK28.21 million in the same period in 2022[54] Regulatory and Compliance - The statutory reserve transfer requirement in the PRC mandates at least 10.0% of statutory annual profits after tax to be transferred until the reserve reaches 50.0% of registered capital[27] - The application of new and amended Hong Kong Financial Reporting Standards had no material impact on the Group's financial performance and positions[44][46] Miscellaneous - Approximately HK76.2millionwascapitalizedasthesharecapitalofBarthaInternationalLimited,withHK33.4 million and HK42.9millionrecognizedinmergerreservesandnon−controllinginterestsrespectively[29]−ThecompanieslistedonGEMaregenerallysmallandmid−sized,whichmayresultinhighermarketvolatilityandlowerliquiditycomparedtotheMainBoard[3]−Nodividendwaspaid,declared,orproposedforthesixmonthsended30September2023[89]−Forthesixmonthsended30September2023,theCompanyacquiredplantandequipmentworthapproximatelyHK91,000, compared to HK$