REG - RC365 Holding PLC - Final Results and Publication of Annual Report
31/07/2025 17:00
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RNS Number : 4747T RC365 Holding PLC 31 July 2025
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
RC365 Holding plc
("RC365", the "Company" or the "Group")
Final Results and Publication of Annual Report
RC365 Holding plc (LSE: RCGH), an established payment solutions and fintech
company, is pleased to announce its audited final results for the year ended
31 March 2025 and give notice of the publication of its annual report and
accounts.
Financial Highlights
· Revenue increased from HKD12million (2024: after restatement) to HKD14
million.
· Gross margin decreased to about 80% (2024: 99.3% (after restatement))
· Loss for the year was HKD34.0 million (2024: HKD36.7 million (after
restatement)) including the impairment losses of HKD23.6 million for the year
ended 31 Mar 2025 and a fair value loss on financial assets of HKD33million
for the year ended 31 Mar 2024.
· Cash used in from operating activities was HKD8.4 million (2024: HKD7.5
million generated from operating activities)
· Cash and cash equivalents at 31 March 2025 were HKD11.7 million (2024: HK$19.3
million)
Operation & Strategic Highlights
· The Company acquired a 100% shareholding in HC Capital Group Limited
with a Money Lender License in Hong Kong directly with the aim of providing
all round financial to the existing and potential corporate and individual
clients.
· The Group terminated the Convertible Note on December 2024.
· Regal Crown Technology Limited, one of the Group's subsidiaries,
obtained the funding support from the Hong Kong Productivity Council under the
BUD scheme as an initial funding for the development of a R&D Centre and
to providing the operation support for a fully owned Malaysian subsidiary.
Chi Kit (Michael) LAW, Chief Executive Officer of RC365, said:
"This was an excellent year for RC365. We strengthened our existing product
offering through establishing partnerships that enable us to offer custodian
accounts and asset-linked credit cards while taking important steps towards
expanding into virtual banking, which we believe will be a key driver of
future growth. These are large and growing target markets for our services. As
a result of these achievements and our current pipeline of opportunities, the
Board looks to the future with confidence and we look forward to updating the
market on our progress."
The Annual Report and Financial Statements are available to view on the
Company's website at https://www.rc365plc.com (https://www.rc365plc.com)
A copy of the Annual Report and Financial Statements will shortly be submitted
to the National Storage Mechanism.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018 (as amended).
-Ends-
Enquiries:
RC365 Holding plc
Chi Kit LAW, Chief Executive Officer T: +852 2251 1621
E: ir@rc365plc.com (mailto:ir@rc365plc.com)
About RC365 Holding plc
RC365 Holding plc (LSE: RCGH) is an established payment solutions and fintech
company. It operates primarily in East and Southeast Asia through its core
subsidiaries of Regal Crown Technology and the recently acquired HC Capital.
For over 10 years, the Company has delivered efficient and secure payment
gateway solutions and IT support and development services for payment and
financial systems, including ERP solutions. In 2021, it commenced providing
digital remittance and payment services, which expanded to include foreign
exchange and asset linked credit card solutions. These services are provided
to multinational merchants, SMEs and individuals. RC365 intends to expand into
the virtual banking market and geographically, including in the UK and wider
Europe.
For more information, visit: https://www.rc365plc.com
(https://www.rc365plc.com)
RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2025
COMPANY INFORMATION
Director Chi Kit LAW, Executive Director and CEO
Hon Keung CHEUNG, Executive Director and CFO
Iain Muir, Non-Executive Director
Ajay Rajpal, Non-Executive Director
Company Number 13289422
Company Secretary MSP Secretaries Limited
27-28 Eastcastle House
London, W1W 8DH
United Kingdom
Registered address Cannon Place
78 Cannon Street
London, EC4N 6AF
United Kingdom
Auditors Johnson Financial Management Limited
1-2 Craven Road, Ealing
London, W52UA
United Kingdom
Registrars Share Registrars Limited
3 The Millennium Centre
Crosby Way
Surrey, GU9 7XX
United Kingdom
Company Website https://www.rc365plc.com/ (https://www.rc365plc.com/)
CONTENTS
Chairman's
Statement
Strategic
Report
Board of
Directors
Directors'
Report
Risk Management
Report
Corporate Governance
Statement
Audit Committee
Report
Remuneration Committee
Report
Independent Auditor's
Report
Consolidated Statement of Comprehensive
Income
Consolidated Statement of Financial
Position
Consolidated Statement of Changes in
Equity
Consolidated Statement of Cash
Flows
Notes to the Financial
Statements
Company statement of financial
position
Company statement of changes in
equity
Company statement of cash
flows
CHAIRMAN'S STATEMENT
I have great pleasure in presenting our audited financial statements to the
shareholders of RC365 Holding Plc ("RC365", the "Company" or the "Group") for
the year ended 31 March 2025.
The Group delivered growth of revenue of about 17% to HK$14.1 million (2024:
HK$12.2 million (after restatement)). The vast majority of Group revenue
continued to be generated by our wholly-owned Regal Crown Technology Limited
("RCTech") subsidiary, where we provide cutting-edge IT support and
development for payment and financial systems, including Enterprise Resource
Planning ("ERP") solutions, issuance of asset linked credit card and card top
up services to SME clients in Hong Kong and the ASEAN region.
However, a growing proportion of revenue is being accounted for by our newer
activities, in line with our stated strategy, namely the provision of issuance
and top up of assets linked credit card services, by RCPAY Limited (UK)
("RCPAY UK"), small payment institution service providers in the United
Kingdom ("UK"). During the year, RCPAY (UK and Hong Kong collectively) handled
approximately HK$41.0million (2024: HK$47.0 million) in providing payment and
remittance services to clients (both individual and corporate) based in the UK
and Asia.
The development of innovative products and services, as well as geographical
expansion, to attract new customers remained a key focus for the Group. A
number of new partnerships were established during the year to advance this
goal.
Now, let's look at some of the major activities undertaken during the year in
more detail.
1 Acquisition of a Money Lender License in Hong Kong
The Group acquired 100% of the issued share capital in HC Capital Group
Limited, a Company holding a Money Lender License in Hong Kong. The Group aim
to provide all round financial services including money lending to the
existing and potential corporate and individual clients in Hong Kong. The
Group target to provide service initially in Hong Kong and further expanded to
ASEAN and other European countries.
2 Funding Support for the Malaysian subsidiary
Regal Crown Technology Limited received funding support from the Hong Kong
Productivity Council under the BUD scheme in developing a fully owned
subsidiary for the development of the R&D centre and the operation support
hub for the Group. The funding provided by the Government was HKD685,000 for
the year. Malaysian subsidiary has about 10 full time staffs working in
providing full support for the Company's operation, finance and administrative
work of the Group.
3 The number of card subscribers
RCPAY Limited (HK) (transferred to HC Capital Group Limited) has a dramatic
increase for the number of issued cards to 1,910 (2024: 1,100 cards) with
about 80% increment for the number of cards. Most of the cards are issued to
our customers located in Japan.
4 Divestiture of RCPAY HK
The Group divested RCPAY HK in November 2024 for the amount of HK$400,000 to
an unrelated third party. There is no effect towards the exchange, remittance
and payment services offered by the group since all the activities of RCPAY HK
were transferred to another wholly owned subsidiary, RCPAY UK and there is no
effect towards the services provided to existing and potential customers.
5 Repayment of Convertible Loan Note
The Group settled outstanding Convertible Note of £1m under an arrangement
during the year through payment of £150,000 in cash, £250,000 provided by L
Y S Limited under a top up subscription agreement and the balance £600,000
was settled through several allotments during April to August 2024 with a
total number of 21,875,830 shares allotted to the Convertible Note holder.
Greenhouse Gas (GHG) Emissions
As the Company has not consumed more than 40,000 kWh of energy in the year
period, it qualifies as a low energy user under SI 2018/1155 and is not
required to report on its emissions, energy consumption or energy efficiency
activities. The Company's energy consumption in the year is 15,412 kwh (2024:
17,731 kwh).
Strategy
Our vision remains unchanged, which is to grow our share of our existing
markets, develop new capabilities and enter new geographies within the fast
growing and attractive industries in which we operate.
In particular, we intend to focus on growing our presence in Japan, the ASEAN
region and the UK; broaden our offering to include virtual banking and expand
our card solutions; and explore new product innovations that leverage Web 3.0
and artificial intelligence. A key element in achieving this will be
establishing strategic partnerships with global companies in the fintech
ecosystem, which we significantly progressed during the year.
Outlook
The Board continues to be optimistic about the outlook for FY 2026 given the
advances made during FY 2025 and our growing pipeline of potential
opportunities for further growth.
Finally, we would like to take this opportunity to thank our shareholders for
their continued support and we look forward to reporting on our progress as we
deliver on our growth strategy.
Iain Muir
Non-Executive Chairman
31 July 2025
STRATEGIC REPORT
The Directors present the Strategic Report of the Group for the year ended 31
March 2025.
Review of business and future developments
The Company was formed to undertake an acquisition of a controlling interest
in a company or business. With the Board's experience, the Group is focused on
the provision of IT Support and Security Services, Payment Gateway Solutions
(online and offline), Prepaid Card Issuance, Computer Graphic Design and
Animation services to the clients located in the ASEAN region, UK and Europe.
The Group is looking to expand the prepaid card issuance services, provision
of virtual bank accounts to high net worth Individuals and Corporates in the
ASEAN region, including Hong Kong, Japan and further to customers located in
Europe and the UK.
Key Performance Indicators
During the reporting period, the Group was focused on the evaluation of
various opportunities in the Fintech and Payment Gateway sector. The Directors
track the following as the Company's KPIs:
2025 2024
HK$ (restated)
HK$
Revenue (continuing operations) 14,108,210 12,179,203
Cash and cash equivalents 11,775,409 19,318,967
No. of Customers 75 38
· Revenue
Reflects the element of billings and unbilled (mainly the contractual assets
from Mr. Meal Production Limited) generated and recognised during the period
from all revenue streams and measures the Group's overall performance at a
sales level.
· Cash and cash equivalents
The Company's cash balance provides a measure of the Group's financial
strength and self-sufficiency to support operations while revenue streams
continue to be developed.
· Customers
The quantity of customers provides a basis to measure the growth and
acceptance of the Company's services provided during the period.
Impairment Losses
The Group has incurred impairment losses of about HK$23.6 million for the year
ended 31 Mar 2025. The impairment losses of the Company after considering
intercompany receivable write off is HK$ 37.9m.
Principal risks and uncertainties
The principal risks and uncertainties currently faced by the Company are set
out further in the Risk Management Report on page 19.
Corporate Social Responsibility
The Group aims to conduct its business with honesty, integrity and openness,
respecting human rights and the interests of shareholders and employees. The
Group aims to provide timely, regular and reliable information on the business
to all its shareholders and conduct its operations to the highest standards.
The Group strives to create a safe and healthy working environment for the
wellbeing of its staff and to create a trusting and respectful environment,
where all members of staff are encouraged to feel responsible for the
reputation and performance of the Group.
The Group aims to establish a diverse and dynamic workforce with team players
who have the experience and knowledge of the business operations and markets
in which we operate. Through maintaining good communications, members of staff
are encouraged to realize the objectives of the Group and their own potential.
Corporate environmental responsibility
The Board contains personnel with a good history of running businesses that
have been compliant with all relevant laws and regulations.
Section 172(1)
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
1. Consider the likely consequences of any decision in the long
term;
2. Act fairly between the members of the Group;
3. Maintain a reputation for high standards of business conduct;
4. Consider the interest of the Group's employees;
5. Foster the Group's relationships with suppliers, customers
and others; and
6. Consider the Impact of the Group's operations and the
community and the environment.
The Company and the Group is a Fintech company operate mainly in the internet
market; the management believe that the business operation have minimal impact
towards the community and environment. Also, the company has taken 10
director's meeting in discussing the major company decision including the
allotment of shares, acquisitions and divestitures of Money Lender License and
Money Service Operator during the period.
The Directors remain committed to engaging with the Group's stakeholders and
considering their interests when making key strategic decisions. The Board
considers its key stakeholders to be its shareholders, its employees, its
clients, its suppliers and the communities in which the Group operates.
In the following section we identify our key stakeholders, how we engage with
them and key activities we have undertaken during the period in question.
Our Strategic Partners
The Company works closely with its major service provider, a technology
company located in Hong Kong and Malaysia, who is an important strategic
partner with the Group. We have developed an open and transparent relationship
with this partner, which promotes the long-term success for the Group.
We also continue to build our reputation and strengthen our relationships with
our clients based in Hong Kong and China by providing outstanding services.
Furthermore, we continue to expand our services to customers located in
Malaysia, Japan, Singapore, Europe and the UK.
Our Shareholders
The Company has been well-supported by its shareholders, including those that
subscribed for shares at IPO in 2022 and through several share allotments and
issuance work during the financial year. The Company endeavours to keep
shareholders updated on regulatory matters, and is committed to provide
transparent information to them, both through the annual report and ad-hoc
communications.
Our Customers
The Company strives to maintain strong relationships with its customers, which
will promote long term growth. The relationships with customers who advertise
with the Company are maintained through regular contact and relationship
management.
Our Employees
The Company believes that good staff morale engenders increased efficiency and
loyalty and hence promotes staff welfare and well-being. Staff needs are
constantly monitored and improved on an ongoing basis.
The strategic report is approved by the Board and is signed on their behalf
by:
Iain Muir
Non Executive Chairman
31 July 2025
BOARD OF DIRECTORS
Robert Cairns, Chairman and Non Executive Director (resigned as at 15 August
2024)
Mr. Robert Cairns, age 53, has over 25 years' experience in accounting and
finance control and served in senior positions at various private companies in
the United Kingdom throughout his career. Robert is currently the Finance
Director and a member of the Board of Directors & Executive Committee of
Les Ambassadeurs Club. Robert graduated from Lancaster University with a
Bachelor of Science Honours degree in Geography and is a member of the
Chartered Association of Management Accountants in the United Kingdom.
Chi Kit Law, Executive Director and CEO
Mr. Law (Chinese name: 羅志杰), age 43, has almost 20 years' of payment
solution and banking leadership experience, having previously held roles as
Head of Banking Systems at MoneySwap plc and Assistant Vice President of Group
Technology and Operations at DBS Bank where he was awarded the Chairman's
Reward for each year he was there. Mr. Law was also awarded the JP Morgan
Services Star Award. Mr. Law has managed multi-national banking projects when
he was at Standard Chartered Bank, HSBC, JP Morgan Chase and DBS Bank. Mr. Law
holds a Masters in Advanced Management from the University of Liege and a
Bachelor of Information Technology (Honours) from West Coast Institute of
Management & Technology, Perth, Western Australia.
Timothy Wai Yiu Tang, Executive Director and CFO (resigned as at 5 January
2025)
Mr. Tang (Chinese name: 鄧煒堯), aged 55, has held the role of Vice
President, Finance of Regal Crown Hong Kong since October 2020 and was
promoted on 30 August 2022. Mr. Tang has about 20 years of audit and
accountancy experience, having previously been a Partner at William Lee, Paul
Tang & Co. and a former senior Auditor at Ernst and Young. Mr. Tang holds
a Bachelor of Commerce in Accounting from the University of New South Wales.
Mr. Tang is an associate member of CPA Australia and a member of the Hong Kong
Institute of Certified Public Accountants.
Ajay Rajpal, Non Executive Director
Mr. Ajay Rajpal, age 54 is a Chartered Accountant and member of the Institute
of Chartered Accountants in England & Wales (ICAEW). During his career, he
has gained broad-ranging commercial experience developed in the US, Europe,
Middle East and Far East, with a particular focus on M&A, financial
management and insolvency/restructuring. Post qualification, Mr. Rajpal held a
number of finance-related roles which involved working for periods in the US,
Europe, Middle East and Far East. Since 2011, Mr. Rajpal has run his own
consultancy business, NAS Corporate Services Ltd, providing companies with
various corporate services, such as assistance with their pre-IPO funding, the
IPO process and post IPO management. Mr. Rajpal assisted Grand Vision Media
Holdings Plc, a special purpose acquisition company listed on the standard
segment of the London Stock Exchange, which successfully completed a reverse
takeover of an outdoor media business in Hong Kong/China. Mr. Rajpal is
currently non-executive director of Grand Vision (which continues to be listed
on the standard segment).
Mr. Rajpal has also project managed the initial public offering process and
assisted with the associated funding of two businesses on AIM, namely New
Trend Lifestyle Group Plc, which provides Feng Shui products and services
across Asia, and Zibao Metals Recycling Group Plc, a Hong Kong and China based
metals recycling company. He currently acts as a non-executive director for
Phimedix Plc (formerly named Zibao Metals Recycling Group Plc), and Dozens
Savings Plc.
Iain Muir, Chairman and Non Executive Director (appointed on 15 August 2024)
Mr. Muir, aged 40, an FCA Qualified Chartered Accountant, has over a decade's
leadership experience in business and finance. He is currently Managing
Director of MBB Advisory Limited, a provider of professional services to small
& medium sized businesses, which he founded in 2022. He also currently
holds three directorships in private companies operating in the media,
marketing and financial services sectors. Prior to MBB Advisory, Mr. Muir
spent six years as Head of Finance and then Director of Operations at
Ambassadeurs Group Limited, a leisure and hospitality business, where his
varied roles included strategy development, management oversight for multiple
business units, improving risk mitigation and project managing an M&A
process. After joining PriceWaterhouseCoopers as a trainee graduate in 2008,
he spent a total of eight years in Assurance, progressing to Senior Manager
after having an 18-month period in commercial finance roles within industry.
Hon Keung CHEUNG, Executive Director and CFO (appointed on 5 January 2025)
Mr. Cheung, aged 49, has more than 20 years of operational and financial
leadership experience in banking and payment solutions. He joined RC365 as CFO
of the Group's primary operating entity in 2018 and became CFO and an
Executive Director of the Company upon its IPO on the London Stock Exchange.
In August 2022, he stepped down from his CFO and Director positions, but
remained with the Group as part of the finance team. Prior to RC365, Mr.
Cheung was Chief Consultant of Mondo Consulting Company providing cross-border
taxation and business advisory services to SME clients located in Hong Kong,
China and Korea, from 2016 to 2018, and he held various accounting and audit
roles, from 1997 to 2016. Mr. Cheung is a member of the Association of
Chartered Certified Accountants, The Hong Kong Institute of Certified Public
Accountants and the Hong Kong Institute of Taxation.
DIRECTORS' REPORT
The Directors present their report together with the financial statements and
the Auditor's Report for the year ended 31 March 2025.
Principal activities
The principal activity of the Company is to act as a holding company for a
group of subsidiaries that are involved in the IT software development sector,
asset linked card issuance and top up and provision of payment services and
the provision of the Computer Graphic design service.
The Group is a fintech solutions service provider based in Hong Kong and
serves customers in Greater China, Japan, ASEAN countries with special focus
in Malaysia, Singapore, United Kingdom and Europe.
The subsidiaries of the Company providing IT and Security Services, ERP and
prepaid card issuance and supporting services to customers of the above
region.
Results and dividends
The results of the Group for the year ended 31 March 2025 are set out in the
financial statements.
The Directors do not propose to recommend a dividend for the year ended 31
March 2025. Given the losses incurred to date, it is unlikely that the Board
will recommend a dividend in the near-term.
Business review and future developments
Details of the business activities and developments made during the period can
be found in the Strategic Report.
Directors
The Directors of the Company who have served during the period and at the date
of this report are:
Director Role Date of appointment and resignation
Chi Kit LAW Executive Director and CEO
Hon Keun CHEUNG Executive Director and CFO appointed on 5 January 2025
Timothy Wai Yiu TANG Executive Director and CFO resigned on 5 January 2025
Robert CAIRNS Chairman and Non-Executive Director resigned on 15 August 2024
Ajay RAJPAL Non-Executive Director
Iain Muir Chairman and Non-Executive Director appointed on 15 August 2024
Indemnity provision for directors
The Company purchased the indemnity insurance to both Directors and
Non-Executive Directors of the Company for the years ended 31 March 2024 and
2025.
Diversity
The Company is committed to ensuring diversity, equality and inclusion and our
goal is to foster a positive work ethic. As at the date of this report, all
four members of the board are male and therefore the targets under LR 9.8.6 of
40% of the board being female and at least one of the four senior positions on
the board being occupied by a female have not been met. This is an area that
remains under review by the nomination committee.
Member of the Board Ethnicity (Nationality) Gender
Chi Kit LAW Asian, Chinese Male
Hon Keung CHEUNG Asian, Chinese Male
Iain MUIR British Male
Ajay RAJPAL British Male
Directors' interest in shares
The direct and beneficial shareholdings of the Board in the Company as at 31
March 2025 were as follows:
Number of Ordinary Shares Percentage of Issued Share Capital
Direct Beneficial Total
Chi Kit LAW * - 36,500,000 36,500,000 about 25%
* Chi Kit Law holds his shares through LYS Limited.
Substantial shareholders
As at the date of the Report, the total number of issued Ordinary Shares with
voting rights in the Group was 150,410,421. The Group has been notified of the
following interests of 3 per cent or more in its issues share capital as at
the date of this report:
Number of ordinary shares Percent of Issued share capital
LYS Limited 36,500,000 About 25%
Going Concern
The Group's assets largely compromised of Cash at Bank and the ERP program
(Intangible assets) for the year ended 31 March 2025. The Directors have
outlined their strategy for the Group in the Chairman's Statement on page 3.
As part of their assessment of going concern, the Directors have prepared cash
forecasts for the next 12 months. It is proved that the investment from
potential investor and the operating cash flow from the recurring business
show that the Group has sufficient cash resources for the next 12 months. A
written notice have been received from potential investor and discussions are
progressing positively.
Based on their enquiries and the information available to them and taking into
account the other risks and uncertainties set out herein, the Directors have a
reasonable expectation that the Company and the Group has adequate resources
to continue operating for the foreseeable future. Thus, they continue to adopt
the going concern basis of accounting in preparing this financial information.
Corporate Governance
The Group has set out is full Corporate Governance Statement on page 22. The
Corporate Governance Statement forms part of this Directors' report and is
incorporated into it by cross reference.
Statement of directors' responsibilities
The directors are responsible for preparing the Strategic Report, Directors'
Report and the financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare Group and parent company
financial statements for each financial year. Under that law the directors
have elected to prepare the financial statements in accordance with UK adopted
International Accounting Standards. Under company law the directors must not
approve the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the group and company and of the
group's profit or loss for that period. In preparing these financial
statements, the directors are required to:
· Make judgements and accounting estimates that are
reasonable and prudent;
· Select suitable accounting policies in accordance with IAS
8: Accounting Policies, Changes in Accounting Estimates and Errors and then
apply them consistently;
· Present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
· Provide additional disclosures when compliance with the
specific requirements of UK adopted IAS is insufficient to enable users to
understand the impact of particular transactions, other events and conditions
on the Group and Parent Company's financial position and financial performance
and
· Comply with relevant UK adopted IASs, subject to any
material departures being disclosed and explained in the financial statements.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group and Parent Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Parent Company and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and Parent Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The directors are satisfied that the Group and Parent Company has adequate
resources to continue in business for the foreseeable future. For this reason,
the financial statements are prepared on a going concern basis. The Directors
are responsible for the maintenance and integrity of the corporate and
financial information included on the Company's website.
Emissions
The Group is not an intensive user of fossil fuels or electricity. As a
result, it is not practical to determine carbon emission with any degree of
accuracy.
Supplier payment policy
It is the Group's payment policy to pay suppliers in line with industry norms.
These payables are paid on a timely basis within contractual terms which is
generally 30 to 60 days from date of receipt of invoice.
Branches outside the UK
The Group's head office is in Hong Kong and the subsidiaries are located in
Hong Kong, Malaysia, UK and Singapore and Japan.
The Directors' have chosen to produce a Strategic Report that discloses a fair
review of the Group's business, the key performances metrics that the
Directors review along with a review of the key risks to the business.
Financial instruments and risk management
The Company is exposed to a variety of financial risks and the impact on the
Company's financial instruments are summarized in the Risk Management Report.
Details of the Company's financial instruments and exposure to various risks
is disclosed in note 26 to the financial statements.
Environmental, social and Governance
A review of the Group's approach to sustainability and societal impact during
the year is set out below:
Climate Change
The Group recognise the importance of climate change triggered by Greenhouse
Gases (GHG) from burning fossil fuels.
Total emissions associated with activities under direct control of management
(Scope 1 and 2 emissions) remained at the same level in 2025 versus 2024. In
terms of Energy efficiency, our energy usage was on the same level in 2025
compared with 2024.
Environmental
The Group's operations are conducted in such a manner that compliance is
maintained with legal requirements relating to the environment in areas where
the Group conducts its business. During the period covered by this report, the
Group has not incurred any fines or penalties or been investigated for any
breach of environmental regulations.
The Directors consider that due to the nature of the Group's operations, it
does not have a significant impact on the environment. However, the Group
seeks to minimize its carbon impact and recognizes that its activities should
be carried out in an environmentally friendly manner where practicable.
The Group's environment impact is under continual review and the Group
considers related initiatives on an ongoing basis. In 2025, these included:
continued reduction of waste and, where practicable, re-use and recycling of
consumables; conducted reduction of energy, water and other resources.
Office Environments
Management engages with its office provider and its facilities management
provider to ensure a safe environment for our employees.
Environmental management is overseen by the Chief Executive Officer. The Group
complies with the Companies Act 2006 (Strategic Report and Directors Report)
Regulation 2013 and Companies (Directors' Report) and Limited Liability
Partnership (Energy and Carbon Report) Regulations 2018 known as SECR
(Streamlined Energy Carbon Reporting). Energy consumption and GHG emissions
have been calculated in line with the UK Government's Environmental Reporting
Guidelines; including streamlined energy and carbon reporting guidance (March
2019). There were no prosecutions or compliance notices for breaches of
environmental legislation during the financial year.
Supply Chain
We are committed to ensuring that there is no slavery or human trafficking in
our supply chain or in any part of our business. We maintain strong working
relationship with our suppliers and partners, in order to enhance the
efficiency of our business and create value, and make sure we treat suppliers
in line with our values and ethical standards. We continually assess our
supplier and partner network, and leverage both internal and external
expertise to ensure appropriate relationship and fair economics.
Governance
The Board takes issues of governance seriously and seeks to ensure
transparency and streamlined administration. The Directors bring a broad range
of technical, commercial, business, accounting, auditor and corporate finance
expertise. Culturally, the Board demonstrates a high degree of integrity,
fairness and non-discrimination and promotes values through the organization.
TCFD Disclosure
Governance
a) Describe the Board's
oversight of climate- The Board acknowledges the financial implications of climate change and
considers the related risks and opportunities through regular communication
related risks and between the two Executive Directors and the two Non-Executive Directors. This
communication is focused on risks and opportunities that arise on an ongoing
opportunities. informal basis.
Through those discussions the Board has assessed that at the current time
there are no climate-related risks or opportunities that would have a material
impact on the Group or the wider community. This is in the context of the
Group currently having 25 employees and substantially all of the climate
impact of the Group being driven by regulatory imperatives. The Board will
keep this assessment under regular review.
b) Describe management's The Board oversees the long-term impact of climate-related risks and
opportunities on the organisation's strategy and risk appetite. Senior
role in assessing management regularly attend ESG seminars and relevant updates are provided to
the Board. Each staff individually will seek to make personal decisions so as
and managing to minimise climate-related risks. This manifests itself in seeking to
minimise travel by, for example, working from home and/or use the Zoom/Team
climate-related risks and opportunities. portal meeting with business travellers instead of travelling.
Strategy
c) Describe the climate- The Group has not identified any material climate-related risks and
opportunities in the short-term. Medium and longer-term assessments will
related risks and depend on what acquisitions are made by the Group and accordingly the Board
will reassess those climate-related risks and opportunities as soon as
opportunities the practically possible following an acquisition.
organisation has
identified over the
short, medium and long
term.
d) Describe the impact The Group has assessed the impact of climate change risks to ensure financial
resilience and operational continuity. The conclusion is that climate change
of climate-related risks represents a negligible impact and that these risks are not material.
Individual employees are encouraged to take climate matters into account when
and opportunities on planning how they wish to work and management offer maximum flexibility to
facilitate this.
the organisation's
businesses, strategy
and financial planning.
e) Describe the resilience of the organisation's strategy, taking into The Group does not foresee any impact on its resilience arising from all
foreseeable climate-related scenarios, including a full two degrees of
consideration different climate-related scenarios, including a warming. All climate change risks will continue to be monitored.
2°C or lower scenario.
Risk Management
f) Describe the organisation's Climate Risk is considered as part of the annual business review. This will be
kept under review as the organisation grows.
processes for identifying and
assessing climate- related risks.
g) Describe the organisation's The process for managing such risks is to provide all 25 employees with the
flexibility to manage those limited risks that are under their control.
processes for managing
climate-related risks.
h) Describe how processes The Board assessed the risks across short, medium, and long-term timeframes,
ultimately determining that these were immaterial to the balance sheet.
for identifying, assessing and
managing climate-related risks are
integrated into the organisation's overall risk management.
Metrics and Targets
(i) Disclose the metrics The Group does not seek to measure climate-related risks as they are not
considered material. The Board will reconsider this position on any material
used by the organisation to assess change to the Group or its activities.
climate-related risks and
opportunities in line with its strategy and risk management process.
(j) Disclose Scope 1, 2, and, if appropriate, Scope 3 greenhouse gas The Group's activities are outside the scope of the Global GHG Accounting and
emissions, and the related risks. Reporting Standards.
(k) Describe the targets The Group currently has not set specific targets or commitments.
Notwithstanding, the Board is pleased to note that employees continue to do
used by the organisation to manage climate-related risks and what they can to reduce climate risk by working from home and minimise the
business travel by each employee. The Board will reconsider this position on
opportunities and performance against target. any material change to the Group or its activities.
Disclosures of Information to Auditors
Each of the person who is a director of the Company at the date of approval of
the Annual Report confirms that:
· So far as each Director is aware, there is no relevant
audit information of which the Group and Company's auditor is unaware; and
· The Directors have taken all steps that they ought to have
taken as Directors in order to make themselves aware of any relevant audit
information and to establish that the Group and Company's auditor is aware of
this information.
Independent auditors
Johnsons Financial Management Limited ("Johnsons, Chartered Accountants") was
appointed as statutory auditor of the Group for the year ended 31 March 2025
under section 489 of Companies Act 2006 during the year. Johnsons, Chartered
Accountants have expressed their willing to continue in office as auditors. A
resolution proposing their re-appointment as auditors will be put to the
shareholders at the Annual General Meeting.
The Directors' Report has been approved by the Board and signed on its behalf
by:
Iain Muir
Non Executive Chairman
31 July 2025
RISK MANAGEMENT REPORT
To mitigate the risks outlined below, the Group will focus on accelerating
product innovation and expanding geographically into key regions such as
ASEAN, Europe, and the UK, while tailoring offerings to local needs. We will
enhance competitiveness by implementing dynamic pricing and cost optimization,
invest in scalable infrastructure and cybersecurity to safeguard reputation
and operational resilience, and strengthen succession planning to reduce
dependency on key personnel. Further, we will monitor market trends and
regulations closely, diversify payment channels to adapt to shifting consumer
behaviour, and maintain strategic agility to respond to economic, political,
and social changes, ensuring sustainable growth and profitability.
The Group has undertaken an evaluation of the risks it is exposed to which are
summarised as follows:
If the Group cannot keep pace with rapid developments and change in its
industry and provide new services to its clients, the use of its services
could decline, reducing its revenue and profitability
The Group faces competitive pressure from new or existing competitors which
may have more significant financial resources, consumer awareness and scale
and may introduce new products and services.
The Group's ability to remain competitive depends in part on its ability to
offer competitive pricing
Certain of the Group's competitors may have greater financial, technological
and marketing resources than it does or, in the case of certain markets (in
particular any potential new markets), greater local knowledge and presence,
greater customer bases, volume, scale and market share.
Negative publicity could impact negatively on the Group's business and
reputation
The diminution in the perceived quality associated with the Group's products
or services as a result of reputational damage or otherwise could harm the
Group's business, which can adversely affect its ability to attract and retain
customers. The Group's reputation could be damaged by any number of issues,
including operational or user experience failures, data breaches, or negative
press or social media reports.
The Group may fail to successfully execute its strategy, including expanding
its share of its existing markets, developing new capabilities and expanding
into new geographies
The Group's future growth and profitability depend upon the growth of the
markets in which it currently operates, the future expansion of those markets,
its ability to develop new products and services (such as RC3.0, RC ERP,
Prepaid Card Issuance in ASEAN, Europe and UK region) that are commercially
successful and its ability to increase its penetration and service offerings
within these markets, as well as its ability to penetrate new markets,
particularly in Europe.
Dependence on key personnel
The Group is managed by a number of key personnel, including the Key Executive
Directors, some of whom have significant experience within the payments sector
and who may be difficult to replace. The loss of the Key Executive Directors
and/or key senior personnel could have a material adverse effect on the Group.
Demand for the Group's products and services may be affected by global and
regional changes, including economic, social and political changes
The Group may be affected by a number of macroeconomic factors, events and
conditions, including political and social conditions (such as any policy
which might affect the ability of Regal Crown HK to do business with Chinese
customers), payment habits and trends including the number of transactions
involving the Hong Kong dollar, economic growth rates, and government outlook,
spending and regulation, such as protectionist policies and legislation.
Inability to manage growth
The Group intends to grow the business. The Group's future growth may place
increasing and significant demands on its management, operational and
financial systems, infrastructure and other resources and will therefore
depend on its ability to expand and improve operational, financial and
management information and control systems in line with its growth. Failure to
do so could have an adverse effect on the Group's business and its operating
results. Further, any acquisitions will carry an element of risk, including
the difficulty of integrating the operations and personnel of the acquired
business and the inability to obtain the anticipated return from such
investment.
A decline in the use of debit cards as a payments mechanism or adverse
developments with respect to the digital payments industry in general could
have a material adverse effect on the Group's business, financial condition
and results of operations
If customers do not continue to use credit or debit cards as a payments
mechanism for their transactions or if there is a change in the mix of
payments between cash, alternative currencies, credit and debit cards or new
payments systems which is adverse to the Group, it could have a materially
adverse effect on it business, financial condition and results of operations.
A potential tightening of credit underwriting criteria by financial
institutions may make it more difficult or expensive for customers to gain
access to credit facilities such as credit cards. Moreover, if there is an
adverse development in the digital payments industry in general, such as new
legislation or regulation that makes it more difficult for the Group's clients
to do business or which results in financial institutions seeking to charge
their customers additional fees for card usage, cardholders may reduce their
reliance on cards, which could have a material adverse effect on the Group's
business, financial condition and results of operations.
Compliance with Licensing Terms (HK & UK):
The Group must comply with all conditions under the Hong Kong Money Lender
License and UK Money Transfer License, including reporting, operational
standards, and regulatory disclosures. Failure to comply may result in
suspension, penalties, or reputational damage. Regular audits, staff training,
and legal reviews are essential to maintain licensing integrity and ensure
continued business operations.
Compliance with Money Laundering Regulations:
Strict adherence to AML and CTF laws is vital. The Group must implement KYC
procedures, monitor transactions, report suspicious activity, and maintain
records. Staff must be trained regularly, and systems reviewed to meet Hong
Kong's AMLO and UK's FCA standards. Non-compliance may lead to fines, legal
action, and reputational harm.
IT Systems: Data Security Risks:
The Group must protect customer and operational data from breaches and cyber
threats. This includes encryption, access controls, regular audits, and
incident response plans. Compliance with Hong Kong's Personal Data (Privacy)
Ordinance and international standards like ISO 27001 is essential to maintain
trust and operational resilience.
Funding Risks:
The Group's growth depends on stable funding. Risks include reliance on
limited financiers, credit tightening, and market volatility. Mitigation
includes diversifying funding sources, maintaining liquidity buffers, and
optimizing cash flow. Transparent financial reporting and proactive investor
engagement are key to sustaining capital access and business continuity.
The Group is at risk of fraud
Combating fraud is a challenge because transactions are conducted between
parties who are not physically present, which in turn creates opportunities
for misrepresentation and abuse. Online businesses are especially vulnerable
because of the convenience, immediacy and anonymity of transferring funds from
one account to another and subsequently withdrawing them.
The Group is not currently involved in the supply of any regulated services
which would require a licence or authorisation (such as the processing of
transactions) I or the direct handling of client money and as such it would
not normally expect to be primarily responsible should any fraudulent activity
impact a particular transaction. However, it cannot however be excluded that
the Group could be party in any litigation or investigation in the future in
relation to fraudulent transactions, even where the Group is not directly
involved. Examples of fraud could include organised criminal activity or when
a person knowingly uses a stolen or counterfeit credit or debit card, card
number, or other credentials to record a false sale or credit transaction or
intentionally fails to deliver the merchandise or services sold in an
otherwise valid transaction. Criminals are using increasingly sophisticated
methods to engage in illegal activities such as counterfeiting credit and
debit cards and fraud. There is also a risk the Group's employees could engage
in or facilitate fraudulent activity on their own behalf or on behalf of
others. Moreover, is possible that incidents of fraud could increase in the
future.
The Group nonetheless takes measures to detect and reduce the risk of fraud,
by carrying out checks on the Dow Jones database before the transaction can
proceed. Separate checks are also carried out by other parties involved in the
value chain. These measures may however not be effective against new and
continually evolving forms of fraud or in connection with new product
offerings. If these measures do not succeed, the Group's business, financial
condition, results of operations and prospects may be materially and adversely
affected.
This Risk Management Report has been approved by the Board and signed on its
behalf by
Iain Muir
Non Executive Chairman
31 July 2025
CORPORATE GOVERNANCE STATEMENT
The Board of RC365 Holding Plc recognises that robust corporate governance is
essential for achieving strategic objectives and delivering long-term value to
shareholders. The Company has adopted the UK Corporate Governance Code and
applies the principles of the QCA Corporate Governance Code (2018) as
appropriate for its size and nature. The QCA Code outlines ten principles of
corporate governance, which the Company has committed to embedding within its
operations:
1. Establish a strategy and business model that promotes long-term value
for shareholders;
2. Seek to understand and meet shareholder needs and expectations;
3. Take into account wider stakeholder and social responsibilities and
their implications for long-term success;
4. Embed effective risk management, considering both opportunities and
threats, throughout the organisation;
5. Maintain the board as a well-functioning, balanced team led by the
Chair;
6. Ensure that directors collectively possess up-to-date experience,
skills, and capabilities;
7. Evaluate board performance based on clear and relevant objectives,
seeking continuous improvement;
8. Promote a corporate culture based on ethical values and behaviours;
9. Maintain governance structures and processes that are fit for purpose
and support effective decision-making;
10. Communicate how the Company is governed and performing through dialogue
with shareholders and stakeholders.
Principle 1 - Business Model and Strategy
RC365 Holding Plc is a United Kingdom-based fintech company (Ticker: RCGH)
listed on the London Stock Exchange, operating primarily in East and Southeast
Asia through its subsidiaries, Regal Crown Technology Limited, RCPAY Limited
(UK), and RC365 Technology SDN BHD (Malaysia). The Company provides payment
gateway solutions (online and offline), IT support and security services,
prepaid card consultancy, licensed money services, and enterprise resource
planning (ERP) services. It serves multinational merchants, SMEs, and
individuals, with a focus on expanding payment gateway services into the UK,
Europe, and Singapore.
The Company's strategy is to deliver innovative fintech solutions, including
secure cross-border payment services and IT software development, to meet the
banking needs of the Asian community and beyond. Recent initiatives include
securing exclusive rights to YouneeqAI's AI-driven personalization platform in
the UK and a £4 million convertible loan note with Mill End Capital to
support global expansion. For further details on the market, strategy, and
principal risks, shareholders are referred to the Strategic Report in the
latest Annual Report and Accounts, available at www.rc365plc.com
(http://www.rc365plc.com) .
Principle 2 - Understanding Shareholders' Needs and Expectations
The Board, led by the CEO, coordinates communication with shareholders. The
CEO serves as the primary spokesperson, engaging with investors, brokers, and
other stakeholders. The Company maintains an active dialogue through:
· Regular updates on the Company's website and via Regulatory News
Service (RNS) announcements;
· Annual and interim reports providing comprehensive updates on
performance;
· Meetings with shareholders and brokers, compliant with Market
Abuse Regulation (MAR);
· The Annual General Meeting (AGM), where shareholders are
encouraged to engage directly with the Board.
Contact details are provided on the Company's website (www.rc365plc.com
(http://www.rc365plc.com) ) and in all RNS announcements to facilitate
communication. The Company also engages with stakeholders through events such
as the Hong Kong Economic Summit, where its subsidiary, Regal Crown
Technology, served as a co-sponsor in 2024.
Principle 3 - Consider Wider Stakeholder and Social Responsibilities
The Board recognises its stakeholders-employees, customers, suppliers, and
funders-as critical to long-term success. The Company is committed to
maintaining effective communication, fulfilling contractual obligations, and
promoting ethical practices. RC365 operates in multiple regions, including
Hong Kong, China, Malaysia, Singapore, the UK, and Europe, and considers the
impact of its operations on these communities.
Principle 4 - Risk Management
The Board is responsible for setting the Company's risk management objectives
and policies to minimise risks while supporting operational efficiency. The
risk management process includes identifying, assessing, and monitoring
principal risks, with regular reviews of budgets and forecasts. The Company's
focus on cybersecurity consultation services and IT technical support
underscores its commitment to mitigating technology-related risks.
Principle 5 - A Well-Functioning Board of Directors
The Board comprises TWO Executive Directors (the CEO and CFO ) and TWO
Non-Executive Directors, including The Board provides a balanced team with
expertise in fintech, financial management, and public markets. The Board
considers the Non-Executive Directors to be sufficiently competent and to
function effectively as a unit and in their respective Committees. It is
responsible for setting strategic goals, approving budgets, overseeing major
capital expenditure, and monitoring internal controls and risk management
frameworks.
The Board meets regularly throughout the year (either in person or by video
conference call). Additionally, special meetings will take place or other
arrangements will be made when Board decisions are required in advance of
regular meetings. During the year ended 31 March 2025, ten board meetings were
held. All Directors were in attendance at the meeting, either in person or by
video conference call.
Principle 6 - Appropriate Skills and Experience of the Directors
The Board's composition ensures a diverse range of skills relevant to the
Company's fintech operations. Key personnel include:
· Michael Law - Executive Director and Chief Executive Officer:
Leads the Company's strategic initiatives, including partnerships with global
fintech companies and expansion into new markets.
· Vincent Hon Keung CHEUNG - Executive Director and CFO, who is a
fellow member of the ACCA and with more than 20 years of solid experience in
accounting and finance field.
· Iain Muir - Independent Non-Executive Director: Brings expertise
relevant to the Company's operations, supporting governance and strategic
oversight.
· Ajay Rajpal - Independent Non-Executive Director: Brings
expertise relevant to the Company's operations, supporting governance and
strategic oversight.
Directors have access to external advisers, including lawyers and auditors,
and may obtain independent legal advice at the Company's expense.
Principle 7 - Evaluation of Board Performance
The Board conducts formal annual evaluations of its performance, as well as
that of its committees and individual Directors, typically around the
publication of the Annual Report. The process includes one-to-one reviews with
the Chairman and Senior Independent Director, and ongoing monitoring for
succession planning. The Independent Non-Executive Director oversees the
assessment of Executive Directors' performance against agreed financial and
non-financial metrics, such as revenue growth and client acquisition.
Principle 8 - Corporate Culture
The Board promotes a corporate culture rooted in ethical values, simplicity,
empowerment, and innovation. The Company maintains an employee handbook with
clear guidance on expected behaviours and upholds a zero-tolerance policy
towards modern slavery, discrimination, bribery, or unethical conduct. RC365's
diversity policy fosters an inclusive workplace, supporting employees across
its operations in Hong Kong, China, Malaysia, Singapore, the UK, and Europe.
Principle 9 - Maintenance of Governance Structures and Processes
The Board provides strategic leadership within a robust governance framework,
ensuring the delivery of long-term shareholder value. Key governance
structures include:
· An organisational structure with defined responsibilities;
· A comprehensive annual budgeting process, producing integrated
profit and loss, balance sheet, and cash flow statements;
· Detailed monthly performance reporting;
· Central control over capital expenditure and banking facilities.
The CEO leads corporate governance efforts, while Non-Executive Directors
provide independent oversight. Recent governance actions include the
incorporation of RC365 Solutions SDN in Malaysia to support regional
expansion.
Principle 10 - Shareholder Communication
The Board is committed to transparent communication with shareholders through:
· Annual and Interim Reports, providing a comprehensive assessment
of the Company's position and prospects;
· The AGM, which includes an open question-and-answer session;
· RNS announcements and website updates, with results of
shareholder meetings and voting details published promptly.
The Company engages with stakeholders through investor presentations,
conferences, and events such as the Hong Kong Economic Summit and the AWS
Summit. All reports and press releases are available at www.rc365plc.com
(http://www.rc365plc.com) .
Internal Controls
The Board is responsible for the Company's system of internal controls, which
provides reasonable assurance against material misstatement or loss. Key
elements include:
· Close management of day-to-day activities by the Executive
Director;
· An organisational structure with defined responsibilities;
· Detailed budgeting and monthly performance reporting;
· Central control over capital expenditure and banking facilities.
The Board considers an internal audit function unnecessary at this stage,
given the Company's size and resources, but continues to review its internal
control systems for compliance with best practices.
Approved by the Board and signed on its behalf by:
Iain Muir
Non Executive Chairman
31 July 2025
AUDIT COMMITTEE REPORT
As Chair of the Audit and Risk Committee ("the Committee"), I am pleased to
present our Audit Committee Report for the year ended 31 March 2025.
The Board has established an audit committee and a remuneration committee and
delegated various responsibilities to these committees, to assist the Board in
discharging its duties and overseeing its duties and aspects of the Company
and its subsidiaries' activities.
The Audit Committee comprises two Non-Executive Directors: Iain Muir (Chair)
and Ajay Rajpal. The Audit Committee receives and reviews reports from the
Group's management and external auditors relating to the interim and annual
accounts and the accounting and internal control systems in use throughout the
Group.
The key responsibilities of the Committee are to:
• Review the significant issues and judgments of management, and the
methodology and assumptions used in relation to the Group's financial
statements and formal announcements on the Group's financial performance;
• Review the Group's going concern assumptions;
• Assess the effectiveness of the Group's system of internal controls,
including financial reporting and financial controls;
• Consider and make recommendations to the Board on the appointment,
reappointment, dismissal or resignation and remuneration of the external
auditor; and
• Assess the independence and objectivity of the external auditor and
approve and monitor the application of the external auditor business standard.
External auditor
The Company's external auditor is Johnsons Financial Management Limited, who
were appointed with effect from the year ended 31 March 2025. Having reviewed
the auditor's independence and performance to date, the Committee recommended
to the Board to put them forward at the AGM to stand as auditors for the next
financial period.
Internal audit
The Board considers the internal control system to be adequate for the
Company. The Audit Committee reviews the scope and scale of the non-audit
services undertaken by the auditors in order to ensure that their independence
and objectivity is safeguarded. The Directors recognise the business will
increase in complexity as it grows, and they will review the internal control
system to ensure it responds to any change. The Group currently do not have an
internal audit function.
Risk management and internal controls
The principal risks facing the Group are summarised on page 19 of this Report.
The internal controls of the Group are set out in the Financial Reporting
Procedures Manual which was reviewed and reported on by the Reporting
Accountants in connection with the IPO. The Committee carries out an annual
risk assessment and review of mitigating controls.
This report was approved by the board on 31 July 2025.
Iain Muir
Non Executive Chairm
REMUNERATION COMMITTEE REPORT
The items included in this report are unaudited unless otherwise stated.
The remuneration committee consists of Ajay Rajpal (Chair) and Iain Muir. This
committee's primary function is to review the performance of executive
directors and senior employees and set their remuneration and other terms of
employment.
The Company has 2 Executive Directors and 2 Non-Executive Directors
The remuneration policy
It is the aim of the committee to remunerate executive directors competitively
and to reward performance. The remuneration committee determines the Group's
policy for the remuneration of executive directors, having regard to the QCA
Corporate Governance Code and its provisions on directors' remuneration.
Although there is no formal Director or senior employee shareholding policy in
place, the Board believe that share ownership by Directors and senior
employees strengthens the link between the personal interest and those of
shareholders.
No views were expressed by shareholders during the period on the remuneration
policy of the Group.
Service agreements and terms of appointment
The Non-Executive Directors have service contracts with the Group.
Directors' interests
The directors' interests in the share capital of the Company are set out in
the Directors' report.
Directors' emoluments (audited)
Group RC365 Holding Plc
2025 2024 2025 2024
HK$ HK$ HK$ HK$
Chi Kit Law 1,750,000 2,183,561 - -
Timothy Wai Yiu Tang 160,000 240,000 - -
Hon Keng Cheung 120,000 - - -
Robert Cairns 100,000 - 100,000 -
Iain Muir 29,167 - 29,167 -
Ajay Rajpal 250,000 260,000 250,000 260,000
Total 2,409,167 2,683,561 379,167 260,000
The highest paid Director of the Company in the period was Mr. Chi Kit Law,
who was paid a total of HK$1,750,000 (2024: HK$2,183,561).
Considerations of shareholder views
The Committee considers shareholder feedback received. This feedback, plus any
additional feedback received from the time to time, as part of the Group's
annual policy for remuneration.
Policy for salary reviews
The Committee may from time to time seek to review salary levels of Directors,
taking into account performance, time spent in the role and market data for
the relevant role. It is intended that there will be a salary review during
the next fiscal year.
Policy for new appointment
It is not intended that there will be any new appointments to the Board in the
near term. It is intended that a full review of the Board will take place on
an annual basis.
Other Matters
The Group does not currently have any annual or long-term incentive schemes in
place for any of the Directors and senior employees.
Approval by shareholders
At the next annual general meeting of the Group a resolution approving this
report is to be proposed as an ordinary resolution.
This report was approved by the board on 31 July 2025.
Ajay Rajpal
Non Executive Director
INDEPENDENT AUDITOR'S REPORT
to the Members of RC365 Holdings Plc
1. Opinion
We have audited the financial statements of RC365 Holdings Plc (the "Parent
Company") and its subsidiaries (together the "Group") for the year ended 31
March 2025 which comprise the Consolidated Statement of Comprehensive Income,
the Consolidated and Company Statement of Financial Position, the Consolidated
and Company Statement of Changes in Equity, the Consolidated and Company
Statement of Cash Flows, and related notes to the financial statements,
including significant accounting policies. The financial reporting framework
that has been applied in the preparation of the Group's financial statements
is applicable law and UK adopted International Financial Reporting Standards
("UK adopted IFRS").
In our opinion the financial statements:
• give a true and fair view of the state of the Group's
and of the Parent Company's affairs as at 31 March 2025, and of the Group's
loss for the year then ended;
• have been properly prepared in accordance with UK
adopted IFRS; and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
2.Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard applicable to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with those requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
3.Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the Group's and Parent Company's ability to continue to adopt
the going concern basis of accounting included:
· We confirmed our understanding of management's going concern
assessment process and engaged with management early to ensure all key factors
were considered in their assessment;
· We evaluated management's going concern assessment which included
assessing their evaluation of business and strategic plans, liquidity and
funding positions for the group and the parent company;
· We assessed the appropriateness of key assumptions made by
management in preparing cash flow forecasts for a period of at least twelve
months from the date of approving the financial statements;
· We evaluated forecasts prepared by management to recent
historical financial information performance to confirm the accuracy of these
forecasts;
· We obtained direct confirmation from investors confirming planned
investment into the Group during the going concern period; and
· We assessed the going concern disclosures included in the annual
report for compliance with the reporting standards.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's and Parent Company's
ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report. However,
because not all future events or conditions can be predicted, this statement
is not a guarantee as to the Group's and Parent Company's ability to continue
as a going concern.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Group and its
environment, including the Group's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
presented a risk of material misstatement. The scope of our audit was
influenced by the level of materiality we determined.
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account an understanding of their activities, the accounting processes and
controls, and the industry in which the Group operates. Our planned audit
testing was directed accordingly and was focused on areas where we assessed to
be the highest risk of material misstatement.
During the audit we reassessed and re-evaluated audit risks and tailored our
approach accordingly. The audit testing included substantive testing on
significant transactions, balances and disclosures, the extent of which was
based on various factors such as our overall assessment of the control
environment, the effectiveness of controls and the management of specific
risks.
We communicated with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant findings,
including any significant deficiencies in internal control that we identified
during the audit.
Our involvement with component auditors
We designed an audit strategy to ensure that we obtained the required audit
assurance for each component for the purposes of our Group audit opinion (in
accordance with ISA 600 (Revised - UK)). Components were scoped in to address
aggregation risk and to ensure sufficient coverage was obtained of group
balances on which to base our audit opinion. For the work performed by
component auditors in Hong Kong and Malaysia, we determined the level of
involvement needed in order to be able to conclude whether sufficient
appropriate audit evidence has been obtained as a basis for our opinion on the
Group financial statements as a whole. Our involvement with component auditors
included the following:
· Detailed Group reporting instructions were sent, which included
the significant areas to be covered by the audits (including areas that were
considered to be key audit matters as detailed below), and set out the
information required to be reported to the Group audit team.
· The Group audit team performed procedures independently over
certain key audit risk areas, as considered necessary, including the key audit
matters below.
· Regular communication took place between ourselves as group
auditor and the component auditors throughout the planning and execution
phases of the audit.
· The Group audit team was actively involved in risk assessment and
the direction of the audits performed by the component auditors for Group
reporting purposes, review of their working papers, consideration of findings
and determination of conclusions drawn.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether due to fraud or error) we identified, including those
which had the greatest effect on the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matter description How the matter was addressed in our audit
Going Concern We performed the following audit procedures:
The Directors have prepared a cashflow forecast covering monthly periods • We confirmed our understanding of management's going concern
through to 31 July 2026. This forecasts that the Group and Company will be assessment process and engaged with management early to ensure all key factors
able to continue on a going concern basis for at least the next twelve months were considered in their assessment.
from the date of this report.
Significant auditor attention was focused in this area because of the
existence of events or conditions which may give rise to going concern issues • We checked cash at bank held at 31 March 2025 of HK$ 11,775,409 to
such as the ability of the group to raise financing to fund its operations. In supporting documentation, including bank statements. We confirmed significant
addition, the Group has incurred losses from operating activities for a number bank balances held by the Group that are considered in management's going
of reporting periods. The loss after tax from continuing operations for the concern assessment.
year ended 31 March 2025 was HK$ 30,691,910 (2024: HK$ 31,586,093). The
group's operations are mainly located in Hong Kong. • We evaluated management's going concern assessment which included
assessing their business and strategic plans, liquidity and funding positions
These matters require auditor judgement on whether the Group and Company will for the group. We checked that the going concern assessment from management
be able to fund its operations and future projects for a period at least covered a period of at least 12 months from the expected date of approval of
twelve months from the date of this report. financial statements. We also challenged the appropriateness of judgements and
assumptions considered by management in the cashflow forecasts and obtained
corroborative evidence, wherever available, for key assumptions made.
• We assessed the appropriateness of management's forecasts by comparing
them to the Group's recent historical financial performance and evaluating the
consistency of underlying assumptions with past trends and available
supporting evidence
• We obtained direct confirmations from investors identified by
management to confirm their intention and willingness to invest in the Group
within the next 12 months, in accordance with the requirements of ISAs (UK).
• We checked whether the disclosures in the financial statements were
fairly stated, complete and accurate in all material respects.
Conclusion: We have completed our planned procedures. We are of the view there
are no material uncertainties which exist in relation to the Group's and
Company's status as going concern.
Impairment of Intangible assets (Group) We performed the following audit procedures:
Where indicators of impairment exist during the reporting period, management • We reviewed impairment assessment performed by management for
and the directors are required to perform an impairment review over the intangible assets as of year-end.
carrying values of the Group's intangible assets.
Management has assessed Group's intangible assets for impairment and has
recognised impairment provision of HK$ 19,625,320 (2024: nil) for the year • We challenged management on the reasonableness of their business
ended 31 March 2025. plans supporting the recognition and carrying value of intangible assets,
including licences and internally developed assets, and assessed the
There are significant judgements to consider in assessing value in use of associated forecast cash flows where applicable.
intangible assets and associated cashflow forecasts.
• We assessed the procedures performed by the component auditor on
the impairment assessment of ERP asset recognised by the Group as of year-end.
• We involved auditor's expert to assess and challenge discount rate
(WACC) applied by management in discounting forecast cashflows.
• We evaluated the appropriateness of the forecast period applied by
management in estimating future free cash flows, considering the nature of the
business and industry practice.
• We ensured the mathematical accuracy of the value-in-use
calculations performed by management.
• We assessed the disclosures in the financial statements for
completeness and accuracy.
Conclusion: Based on the procedures performed, we conclude that the impairment
provision recognised by management on the intangible assets is appropriate as
of year-end.
Impairment of investment in subsidiaries and receivables from subsidiaries We performed the following audit procedures:
(parent company)
• We reviewed impairment assessment performed by management for
Where indicators of impairment exist during the reporting period, management investment in subsidiaries and receivable from subsidiaries by the parent
and the directors are required to perform an impairment review over the company as of year-end.
carrying values of the investment in subsidiaries and receivables from
subsidiaries in the books of parent company at year-end.
Management has assessed investment in subsidiaries and receivable from • We challenged management on the appropriateness of the assumptions
subsidiaries for impairment and has recognised impairment of HK$ 7,536,240 and judgments supporting the cashflow forecasts of subsidiaries.
(2024: nil) and HK$ 11,340,603 (2024: nil) respectively for the year ended 31
March 2025.
There are significant judgements to consider in assessing value in use of • We involved auditor's expert to assess and challenge discount rate
investment in subsidiaries and receivables from subsidiaries and associated (WACC) applied by management in discounting forecast cashflows.
cashflow forecasts.
• We evaluated the appropriateness of the forecast period applied by
management in estimating future free cash flows, considering the nature of the
business and industry practice of each material subsidiary.
• We ensured the mathematical accuracy of the value-in-use
calculations performed by management.
• We assessed the disclosures in the financial statements for
completeness and accuracy.
Conclusion: Based on the procedures performed, we conclude that the impairment
provision recognised by management on the intangible assets is appropriate as
of year-end.
Accounting for divestiture of subsidiary We performed the following audit procedures:
The Group during the year has disposed RC Pay Ltd (Hong Kong) for a • We checked the sale agreement entered by the Group for the sale of
consideration of HK$ 400,000. Hong Kong subsidiary.
There is a risk that the disposal of subsidiary by the Group and the parent • We evaluated the appropriateness of accounting performed by
company is not accounted appropriately for the year-ended 31 March 2025. management and assessed its compliance with requirements of IFRS adopted by
the UK.
• We checked the profit or loss calculations performed by management
on the sale of subsidiary.
• We checked the receipt of the consideration to the bank statement.
• We assessed the disclosures in the financial statements for
completeness and accuracy including consideration of discontinued operations
as required under IFRS adopted by the UK.
Conclusion: We have completed our planned procedures, no material issues or
exceptions have arisen.
Our application of materiality
Our definition of materiality considers the value of error or omission on the
financial statements that, individually or in aggregate, would change or
influence the economic decision of a reasonably knowledgeable user of those
financial statements. Misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of the
identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a
whole. Materiality is used in planning the scope of our work, executing that
work and evaluating the results.
Materiality Group Parent company
Overall materiality HK$ 141,000 (2024: HK$ 379,800) HK$ 39,000 (2024: HK$ 379,800)
Basis for determining overall materiality Materiality was determined based on 1% (2024: 2%) of the Group's revenue. Materiality was determined based on the total assets of the parent company.
We believe that the stakeholders of Group are primarily focused on the revenue The nature of the parent company is that of holding company for the group. We
as this determines the success of the products launched by the Company and its believe that the total assets as most appropriate basis for determining
recent acquisitions. materiality as the stakeholders focus on the total assets to assess parent
company's ability to provide support to subsidiaries when required.
Performance materiality HK$ 70,000 (2023: £265,860) HK$ 19,500 (HK$ 265,860)
We set performance materiality based on 50% (2024:70%) of overall materiality. We set performance materiality based on 50% (2024:70%) of overall materiality.
Performance materiality is the application of materiality at the individual Performance materiality is the application of materiality at the individual
account or balance level, set at an amount to reduce, to an appropriately low account or balance level, set at an amount to reduce, to an appropriately low
level, the probability that the aggregate of the uncorrected and undetected level, the probability that the aggregate of the uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole. misstatements exceeds materiality for the financial statements as a whole.
In determining performance materiality, we considered several factors In determining performance materiality, we considered several factors
including our understanding of the control environment of the Group. including our understanding of the control environment of the parent company.
Error reporting threshold We agreed to report any corrected or uncorrected adjustments exceeding HK$ We agreed to report any corrected or uncorrected adjustments exceeding HK$
7,000 (2024: HK$ 19,000) to the Audit Committee as well as differences below 1,950 (2024: HK$ 19,000) to the Audit Committee as well as differences below
this threshold that in our view warranted reporting on qualitative grounds. this threshold that in our view warranted reporting on qualitative grounds.
This represents 5% of the overall materiality of the Group. This represents 5% of the overall materiality of the parent company.
Other matters
The financial statements of RC365 Holding Plc for the year ended 31 March 2024
were audited by another auditor who expressed an unmodified opinion with
materiality uncertainty on going concern on those statements on 29 July 2024.
Other information
Other information comprises the information in the annual report, including
Chairman's Statement, Strategic Report, Board of Directors, Directors Report,
Risk Management Report, Corporate Governance Statement, Audit Committee Report
and Remuneration Committee Report. The directors are responsible for the other
information contained within the annual report. Our opinion on the financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken during the audit:
• the information given in Strategic Report and Director's Report
the for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
• the Strategic Report and Directors Report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and its
environment obtained during the audit, we have not identified material
misstatements in the Strategic report and Directors Report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns adequate
for our audit have not been received from branches not visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
on page 12, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error. In preparing the financial
statements, the directors are responsible for assessing the Group's and Parent
Company's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or Parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements are free from material misstatement, whether due to fraud or error,
and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken
based on these financial statements.
Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud.
These audit procedures were designed to provide reasonable assurance that the
financial statements were free from fraud or error. The risk of not detecting
material misstatement due to a fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Identifying and assessing potential risks arising from irregularities,
including fraud
The extent of the procedures undertaken to identify and assess the risk of
material misstatement in respect of irregularities, including fraud, included
the following:
· We considered the nature of the industry and sector, the control
environment, business performance including remuneration policies and the
Group's own risk assessment that irregularities might occur as a result of
fraud or error. From our sector experience and through discussions with the
directors, we obtained an understanding of the legal and regulatory framework
applicable to the Group focusing on laws and regulations that could reasonably
be expected to have a direct material effect on the financial statements, such
as provisions of the Companies Act 2006, UK tax legislation, London Stock
Exchange rules and regulations, Hong Kong company law and tax laws or those
that had a fundamental effect on the operations of the Group.
· We made enquiries of the directors and management concerning the
Group's policies and procedures relating to:
o Identifying, evaluating, and complying with the laws and regulations and
whether they were aware of any instances of non-compliance;
o Detecting and responding on the risks of fraud and whether they had any
knowledge of actual or suspected fraud; and
o The internal controls established to mitigate risks related to fraud or
non-compliance with laws and regulations.
• We assessed the susceptibility of the Group's and Parent Company's
financial statements to material misstatement, including how fraud might occur
by evaluating management's incentives and opportunities for manipulation of
the financial statements. This included utilising the spectrum of inherent
risk and an evaluation of the risk of management override of controls. We
determined that the principal risks were related to posting inappropriate
journal entries creating fictitious transactions to improve financial
performance, and management bias in accounting estimates specific to
impairment of intangible assets, impairment of goodwill, impairment of
investment in subsidiary and related party receivables.
Audit response to risks identified
In respect of the above procedures:
• we corroborated the results of our enquiries through review of
the minutes of the Board of directors' meetings,
• we reviewed financial statement disclosures to supporting
documentation to assess compliance with applicable laws and regulations
expected to have a direct impact on the financial statements,
• we performed testing of journal entries, including those
processed late for financial statements preparation, those posted by
infrequent or unexpected users, those posted to unusual account combinations,
• we evaluated the business rationale of significant transactions
outside the normal course of business and reviewed accounting estimates for
bias,
• we made enquiries of management around actual and potential
litigation and claims,
• we challenged the assumptions and judgments made by management
in relation to significant accounting estimates,
• we obtained confirmations from third parties to confirm
existence of certain balances, and
• we communicated relevant laws and regulations and potential
fraud risks to all engagement team members and remained alert to any
indication of fraud or non-compliance with laws and regulations throughout the
audit.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission, or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Other requirements
We were appointed by the Group on 13 February 2025 to audit the financial
statements of the Group for the year-ended 31 March 2025.
We did not provide non-audit services which are prohibited by the FRC's
Ethical Standard to the Group, and we remain independent of the Group in
conducting our audit.
Our opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Group's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Group's members those matters we are
required to state to them in an auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Group and the Group's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Edmund Cartwright, FCCA FMAAT (Senior Statutory Auditor)
for and on behalf of Johnsons, Chartered Accountants, Statutory Auditor
London, United Kingdom
Date: 31 July 2025
Consolidated statement of comprehensive income for the year ended 31 March
2025
Notes 31 March 2025 31 March 2024
Restated
HK$ HK$
Continuing operations
Revenue 4 14,108,210 12,179,203
Cost of sales (1,900,313) (87,228)
Gross profit 12,207,897 12,091,975
Other income 5 5,651,524 9,920,749
Subcontracting fee paid 7 (4,211,989) (5,641,935)
Staff costs 8 (7,099,269) (5,382,313)
Other operating expenses (9,022,893) (6,252,900)
Depreciation on property, plant and equipment and right-of-use assets and 7 (4,269,916) (3,110,619)
amortisation of intangible assets
Operating loss/profit (6,744,646) 1,624,957
Fair value gain on contingent consideration shares 60,651 874,478
Gain on disposal of a subsidiary 513,060 -
Fair value loss on financial assets at FVPL (661,824) (33,511,816)
Impairment losses 7 (23,642,590) -
Finance charges 6 (142,481) (175,755)
Loss before income tax 7 (30,617,830) (31,188,137)
Income tax expense 9 (188,969) (128,762)
Loss for the year from continuing operations (30,806,799) (31,316,898)
Discontinued operations
Loss for the year from discontinued operations 28 (2,932,762) (5,568,034)
Loss for the year after tax (33,739,561) (36,884,932)
Loss per share - basic and diluted (HK$)
-Continuing operations 10 (21.11 cents) (24.62 cents)
-Discontinued operations 10 (2.01 cents) (4.38 cents)
The accompanying notes to the consolidated financial statements on pages 46 to
102 form an integral part of these consolidated financial statements.
Consolidated statement of comprehensive income for the year ended 31 March
2025
31 March 2025 31 March 2024
HK$ HK$
Restated
Loss for the year (33,739,561) (36,884,932)
Other comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss: 185,819 187,658
Exchange differences on translation of financial statements of foreign 185,819 187,658
operations
Total comprehensive loss for the year (33,553,742) (36,697,274)
The accompanying notes to the consolidated financial statements on pages 46 to
102 form an integral part of these consolidated financial statements.
Consolidated statement of financial position
as at 31 March 2025
Notes As at As at As at
31 March 2025 31 March 2024 1 April 2023
HK$ HK$ HK$
Restated Restated
ASSETS
Non-current assets
Goodwill 11 - 759,289 -
Loan receivables 17 - 3,257,981 -
Intangible assets 12 4,972,333 28,154,458 6,184,803
Property, plant and equipment 13 559,838 457,213 61,057
Right-of-use assets 14 - 503,955 204,684
Financial assets at FVPL 15 344,105 1,017,248 1,041,064
5,876,276 34,150,144 7,491,608
Current assets
Deposit and prepayments 16 2,798,699 2,980,887 3,788,412
Trade and other receivables 16 772,471 2,457,826 17,698,025
Loan receivables 17 - - 294,500
Contract assets 4 855,409 - -
Cash and cash equivalents 18 11,775,409 19,318,967 9,548,364
16,201,988 24,757,680 31,329,301
Current liabilities
Trade and other payables 19 2,939,666 3,967,381 588,083
Borrowings 20 3,884,491 4,539,862 5,299,556
Lease liabilities 21 - 412,284 135,711
Convertible loan note 22 - 5,967,000 -
Tax payables 294,940 111,030 -
Amount due to a shareholder 19 2,538,748 - -
Contract liabilities 19 5,460,205 8,424,227 751,716
Amount due to a director 19 1,202,925 2,097,277 948,548
16,320,975 25,519,061 7,723,614
Net current liabilities (118,987) (761,381) 23,605,687
Non-current liabilities
Lease liabilities 21 - 65,529 65,143
Contingent consideration 24 10,680 70,486 -
10,680 136,015 65,143
Net assets 5,746,609 33,252,748 31,032,152
EQUITY
Share capital 23 15,722,041 13,535,595 12,411,570
Share premium 72,636,015 68,862,461 32,023,411
Group reorganisation reserve 677,439 589,836 589,836
Exchange Reserve 102,253 (83,566) (271,224)
Accumulated losses (83,391,139) (49,651,578) (13,721,441)
Total equity 5,746,609 33,252,748 31,032,152
The accompanying notes to the consolidated financial statements on pages 46 to
102 form an integral part of these consolidated financial statements. Approved
by the Board and authorised for issue on 31 July 2025.
Hon Keung CHEUNG
Director
Company Registration number: 13289422
Consolidated statement of changes in equity
for the year ended 31 March 2025
Share capital Share premium Translation reserves Group reorganisation Convertible loan note reserve Accumulated losses
reserves
Total
HK$ HK$ HK$ HK$ HK$ HK$ HK$
At 1 April 2023 as previously reported 28,801,920 16,576,592 (271,224) 589,836 - (14,664,972) 31,032,152
Prior period adjustments (16,390,350) 15,446,819 - - - 943,531 -
At 1 April 2023 (restated) 12,411,570 32,023,411 (271,224) 589,836 - (13,721,441) 31,032,152
Loss for the year - - - - - (36,884,932) (36,884,932)
Exchange difference on consolidation - - 187,658 - - - 187,658
Total comprehensive loss - - 187,658 - - (36,884,932) (36,697,274)
Issue of share capital 1,124,025 32,752,495 - - - - 33,876,520
Issue of convertible loan note - - - - 2,957,651 - 2,957,651
Restatement - 4,086,555 - - (2,957,651) 954,795 2,083,699
At 31 March 2024 and at 1 April 2024 (restated) 13,535,595 68,862,461 (83,566) 589,836 - (49,651,578) 33,252,748
Loss for the year - - - - - (33,739,561) (33,739,561)
Exchange difference on consolidation - - 185,819 - - - 185,819
Total comprehensive loss - - 185,819 - - (33,739,561) (33,553,742)
Release and reclassification upon deconsolidation of subsidiaries - - - 87,603 - - 87,603
Issue of share capital 2,186,446 3,773,554 - - - - 5,960,000
At 31 March 2025 15,722,041 72,636,015 102,253 677,439 - (83,391,139) 5,746,609
The accompanying notes to the consolidated financial statements on pages 46 to
102 form an integral part of these consolidated financial statements.
Consolidated statement of cash flows for the year ended 31 March 2025
31 March 2025 31 March 2024
HK$ HK$
Restated
Cash flows from operating activities
Loss before income tax (33,550,592) (36,756,170)
Less: Loss before income from discontinued operation (2,932,762) (5,568,034)
Loss before income from continuing operation (30,617,830) (31,188,137)
Adjustments for:
Amortisation of intangible assets 4,140,742 3,006,561
Depreciation of property, plant and equipment 129,174 115,212
Written-off of property, plant and equipment - 50,239
Written-off of right-of-use-assets - 136
Impairment loss on loan receivables 3,257,981 42,019
Fair value loss on financial assets at FVPL 661,824 33,511,816
Interest income (342,306) (597,441)
Fair value gain on contingent consideration - consideration shares (60,651) (874,478)
Net gain on disposal of financial assets at FVPL - (80,883)
Impairment loss on goodwill 759,289 -
Gain on disposal of a subsidiary (513,061) -
-
Impairment loss on Intangible assets 19,625,320 -
Finance charges 156,298 208,662
Operating cashflow before working capital changes (2,803,220) 4,577,752
Decrease/(Increase) in trade and other receivable 1,642,553 (1,825,163)
Increase in contract assets (855,410) -
Decrease in deposits and prepayments 179,245 844,045
Increase in loan receivables - (1,705,500)
Increase in trade and other payables (1,124,568) 11,447,945
Decrease in amounts due from a director (830,102) -
Decrease in contract liabilities (2,964,022) -
Cash generated (used in)/from operating activities (6,755,524) 13,339,079
Income tax paid (6,941) (35,769)
Net cash generated (used in)/from operating activities - continuing operations (6,762,465) 13,303,310
Net cash generated (used in)/from operating activities - discontinued (2,538,446) (5,589,394)
operations
Net cash generated (used in)/from operating activities (9,300,911) 7,713,916
Cash flow from investing activities
Acquisition of intangible assets (230,000) (2,738,575)
Acquisition of property, plant and equipment (317,162) (65,380)
Proceeds from disposal of financial assets at FVPL - 379,496
Net cash inflow for the disposal of a subsidiary 400,000 -
Net cash outflow for the acquisition of subsidiaries - (545,826)
Interest received 342,306 297,441
Net cash generated from/(used in) investing activities - continuing operations 195,144 (2,672,844)
Net cash generated from/(used in) investing activities - discontinued - -
operations
Net cash generated from/(used in) investing activities 195,144 (2,672,844)
Consolidated statement of cash flows for the year ended 31 March 2025
31 March 2025 31 March 2024
HK$ HK$
Restated
Cashflow from financing activities
Interest paid (142,481) (175,755)
Repayment of bank borrowings (655,371) (759,694)
Repayment of convertible loan note (1,523,250) -
Proceeds from convertible loan note 4,019,333 5,967,000
Net cash from financing activities - continuing operations 1,698,231 5,031,551
Net cash from financing activities - discontinued operations (287,100) (439,400)
Net cash from financing activities 1,411,131 4,592,151
Net (decrease)/increase in cash and cash equivalents (7,694,636) 9,633,223
Effect of exchange rate changes 151,078 137,380
Cash and cash equivalents at beginning of the year 19,318,967 9,548,364
Cash and cash equivalents at the end of the year 11,775,409 19,318,967
The accompanying notes to the consolidated financial statements on pages 46 to
102 form an integral part of these consolidated financial statements.
Notes to the consolidated financial statements
for the year ended 31 March 2025
1. GENERAL INFORMATION
RC365 Holding Plc (the "Company") was incorporated as a private limited
company on 24 March 2021 in the United Kingdom ("UK") under the Companies Act
2006. The Company acted as a holding company and converted to a public
limited company on 22 September 2021. The address of the registered office
is Cannon Place, 78 Cannon Street, London, United Kingdom, EC4N 6AF. The
Company was listed on the Standard List of the London Stock Exchange ("LSE")
on 23 March 2022.
The principal activity of the Company is to act as an investment holding
company. The Company together with its subsidiaries (the "Group") are mainly
engaged in provision of IT software development and payment solutions,
remittance and payment services, provision of media production services and
money lending services.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of preparation
These Group and parent company financial statements were prepared in
accordance with the UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies reporting
under those standards.
The financial statements of the Group and parent company have been prepared on
an accrual basis and under historical cost convention. The financial
statements are presented in Hong Kong Dollars ("HK$"), which is the Group's
and Parent Company's functional and presentational currency, and rounded to
the nearest dollar.
2.2 New Standards and Interpretations
In the current year, the Group has applied the following new and amendments to
IFRS Accounting Standards for the first time, which are mandatorily effective
for the Group's annual period beginning on 1 April 2024 for the preparation of
the consolidated financial statements:
IAS 1 Classification of liabilities as current or non-current
IAS 1 Amendments - Non-current liabilities with covenants
IFRS 16 Amendments - Leases on sale and leaseback
IAS 7 & IFRS 17 Amendments - Supplier finance arrangements
The application of the amendments to IFRS Accounting Standards in the current
year has had no material impact on the Group's financial positions and
performance for the current and prior years and/or on the disclosures set out
in these consolidated financial statements.
The Group has not early applied the following amendments to IFRS Accounting
Standards that have been issued but are not yet effective:
Standard Impact on initial application Effective date
ISA 21 Amendments - Lack of exchangeability 1 January 2025
IFRS 1, IFRS 7, Amendments - Annual Improvements to IFRS Accounting Standards - Volume 11 1 January 2026
IFRS 9, IFRS 10 & IAS 7
IFRS 9 & IFRS 7 Amendments - Classification and Measurement of Financial Instruments 1 January 2026
IFRS 9 & IFRS 7 Amendments - Contract Referencing Nature-dependent Electricity 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
IFRS10 & IAS 28 Amendments - Sales or contribution of assets between an investor and its To be determined
associate/joint venture
2.3 Going Concern
The financial statements have been prepared on a going concern basis, as the
Directors are confident in the Group and Parent Company's ability to continue
in operation existence for the foreseeable future.
The Group and Parent Company have experienced losses and cash outflows from
operating activities; however, proactive measures have been taken to address
these challenges. Management has engaged in constructive negotiations with a
potential investor, who has demonstrated clear and ongoing commitment to
supporting the business. A written notice have been received confirmation
their intent and discussion are progressing positively.
The Directors are confident that the anticipated investment will provide
sufficient capital support to support the Group's strategic objectives and
operational requirements. Based on this expected funding, along with continued
cost management and revenue growth from our co-branded programs, the Directors
believe that there are no material uncertainties that cast significant doubt
over the ability of the Group and Parent Company to continue on a going
concern.
Accordingly, the Directors have a reasonable expectation that the Group has
adequate resources to continue operation for the foreseeable future for the
reason they have adopted a going concern basis in the preparation of the
consolidated financial statements.
2.4 Basis of consolidation
i) Business combination not under common control
The Group applies the acquisition method to account for business combinations
not under common control. The consideration transferred for the acquisition of
a subsidiary is the fair value of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interest issued
by the Group, as appropriate. The consideration transferred also includes the
fair value of any asset or liability resulting from a contingent consideration
arrangement. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination not under common control is
measured initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
ii) Allocation of total comprehensive income
Profit or loss and each component of other comprehensive income are attributed
to the owners of the Company and to the non-controlling interests (if
applicable). Total comprehensive income is attributed to the owners of the
Company and the non-controlling interest (if applicable) even if this results
in the non-controlling interest having a deficit balance. The results of
subsidiaries are consolidated from the date on which the Group obtains control
and continue to be consolidated until the date that such control ceases.
In the consolidated financial statements, the results of subsidiaries acquired
or disposed of during the period are included in the consolidated statement of
profit or loss and other comprehensive income from the effective date of
acquisition and up to the effective date of disposal, as appropriate.
Intra-Group transactions, balances and unrealised gains and losses on
transactions between Group companies are eliminated in preparing the
consolidated financial statements. Profits and losses resulting from the
inter-Group transactions that are recognised in assets are also eliminated.
Amounts reported in the financial statements of subsidiaries have been
adjusted where necessary to ensure consistency with the accounting policies
adopted by the Group.
When the Group loses control of a subsidiary, the profit or loss on disposal
is calculated as the difference between (i) the aggregate of the fair value of
the consideration received and the fair value of any retained interest and
(ii) the previous carrying amount of the assets (including goodwill), and
liabilities of the subsidiary.
2.5 Foreign currency translation
In the individual financial statements of the consolidated entities, foreign
currency transactions are translated into the functional currency of the
individual entity using the exchange rates prevailing at the dates of the
transactions. At the reporting date, monetary assets and liabilities
denominated in foreign currencies are translated at the foreign exchange rates
ruling at that date. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the reporting date retranslation of
monetary assets and liabilities are recognised in profit or loss.
Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing on the date when the fair
value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
In the consolidated financial statements, all individual financial statements
of foreign operations, originally presented in a currency different from the
Group's presentation currency, have been converted into Hong Kong dollars.
Assets and liabilities have been translated into Hong Kong dollars at the
closing rates at the reporting date. Income and expenses have been converted
into the Hong Kong dollars at the exchange rates ruling at the transaction
dates, or at the average rates over the reporting period provided that the
exchange rates do not fluctuate significantly. Any differences arising from
this procedure have been recognised in other comprehensive income and
accumulated separately in the translation reserve in equity.
On the disposal of a foreign operation (i.e., a disposal of the Group's entire
interest in a foreign operation, or a disposal involving loss of control over
a subsidiary that includes a foreign operation, loss of joint control over a
joint venture that includes a foreign operation, or loss of significant
influence over an associate that includes a foreign operation), all of the
accumulated exchange differences in respect of that operation attributable to
the Group are reclassified to profit or loss. Any exchange differences that
have previously been attributed to non-controlling interests are derecognised,
but they are not reclassified to profit or loss.
2.6 Contingent consideration
Contingent consideration to be transferred by the Group as the acquirer in a
business combination is recognised at acquisition-date fair value. Subsequent
adjustments to consideration are recognised against goodwill only to the
extent that they arise from new information obtained within the measurement
period (a maximum of 12 months from the acquisition date) about the fair value
at the acquisition date. The subsequent accounting for changes in the fair
value of the contingent consideration that do not qualify as measurement
period adjustments depends on how the contingent consideration is classified.
Contingent consideration that is classified as equity is not remeasured at
subsequent reporting dates and its subsequent settlement is accounted for
within equity. Contingent consideration that is classified as an asset or a
liability is remeasured at subsequent reporting dates with the corresponding
gain or loss being recognised in profit or loss.
2.7 Goodwill
Goodwill arising on an acquisition of a subsidiary is
measured at the excess of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the fair value of any previously
held equity interests in the acquiree over the acquisition date amounts of the
identifiable assets acquired and the liabilities assumed of the acquired
subsidiary.
Goodwill on acquisition of subsidiary is recognised as a separate asset and is
carried at cost less accumulated impairment losses, which is tested for
impairment annually or more frequently if events or changes in circumstances
indicate that the carrying value may be impaired. For the purpose of
impairment test and determination of gain or loss on disposal, goodwill is
allocated to cash-generating units ("CGU"). An impairment loss on goodwill is
not reversed.
On the other hand, any excess of the acquisition date amounts of identifiable
assets acquired and the liabilities assumed of the acquired subsidiary over
the sum of the consideration transferred, the amount of any non-controlling
interests in the acquiree and the fair value of the acquirer's previously held
interest in the acquiree, if any, after reassessment, is recognised
immediately in profit or loss as an income from bargain purchase.
Any resulting gain or loss arising from remeasuring the previously held equity
interests in the acquiree at the acquisition-date fair value is recognised in
profit or loss or other comprehensive income, as appropriate.
Goodwill impairment reviews are undertaken annually or more frequently if
events or changes in circumstances indicate a potential impairment. The
carrying value of goodwill is compared to the recoverable amount, which is the
higher of value in use and the fair value less costs of disposal. Any
impairment is recognised immediately as an expense and is not subsequently
reversed.
2.8 Property, plant and equipment
Property, plant and equipment (other than cost of right-of-use assets as
described in note 2.12 are stated at acquisition cost less accumulated
depreciation and impairment losses. The acquisition cost of an asset
comprises of its purchase price and any direct attributable costs of bringing
the assets to the working condition and location for its intended use.
Depreciation of assets commences when the assets are ready for intended use.
Depreciation on property, plant and equipment, is provided to write off the
cost over their estimated useful life, using the straight-line method, at the
following rates per annum:
Furniture &
Fixtures
20% per annum
Leasehold
Improvement
20% per annum
Office
Equipment
20% per annum
The assets' depreciation methods and useful lives are reviewed, and adjusted
if appropriate, at each reporting date.
In the case of right-of-use assets, expected useful lives are determined by
reference to comparable owned assets or the lease term, if shorter. Material
residual value estimates and estimates of useful life are updated as required,
but at least annually.
The gain or loss arising on the retirement or disposal is determined as the
difference between the sales proceeds and the carrying amount of the asset and
is recognised in profit or loss.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced
part is derecognised. All other costs, such as repairs and maintenance, are
charged to profit or loss during the financial period in which they are
incurred.
2.9 Intangible assets
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are
carried at costs less accumulated amortisation and accumulated impairment
losses. Amortisation is recognised on a straight-line basis over their
estimated useful lives. The estimated useful lives and amortisation method are
reviewed at the end of each reporting period, with the effect of any changes
in estimate being accounted for on a prospective basis. Intangible assets with
indefinite useful lives that are acquired separately are carried at cost less
accumulated impairment losses.
Research and development expenditure
Expenditure on research activities is recognised as an expense in the period
in which it is incurred.
An internally-generated intangible asset arising from development (or from the
development phase of an internal project) is recognised if, and only if, all
of the following have been demonstrated:
• the technical feasibility of completing the intangible asset so that it
will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to
complete the development and to use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the
intangible asset during its development.
The amount initially recognised for internally-generated intangible asset is
the sum of the expenditure incurred from the date when the intangible asset
first meets the recognition criteria listed above. Where no
internally-generated intangible asset can be recognised, development
expenditure is recognised to profit or loss in the period in which it is
incurred.
Subsequent to initial recognition, internally-generated intangible assets are
reported at cost less accumulated amortisation and accumulated impairment
losses, on the same basis as intangible assets that are acquired separately.
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future economic
benefits are expected from use or disposal. Gains and losses arising from
derecognition of an intangible asset, measured as the difference between the
net disposal proceeds and the carrying amount of the asset, are recognised in
profit or loss when the asset is derecognised.
2.10 Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
i) Classification
The Company classifies its financial assets in the following measurement
categories:
• those to be measured at amortised cost.
The classification depends on the Company's business model for managing the
financial assets and the contractual terms of the cash flows.
The Company classifies financial assets at amortised cost only if both of the
following criteria are met:
• the asset is held within a business model whose objective is to collect
contractual cash flows; and
• the contractual terms give rise to cash flows that are solely payment of
principal and interest
ii) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Company commits to purchase or sell the asset).
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Company has
transferred substantially all the risks and rewards of ownership.
iii) Measurement
At initial recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss.
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
(iv) Impairment
The Company assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade receivables, the Company applies the simplified
approach permitted by IFRS 9, which requires lifetime expected credit losses
("ECL") to be recognised from initial recognition of the receivables.
The Group measures the loss allowance for other receivables equal to 12-month
ECL, unless when there has been a significant increase in credit risk since
initial recognition, the Group recognises lifetime ECL. The assessment of
whether lifetime ECL should be recognised is based on significant increase in
the likelihood or risk of default occurring since initial recognition.
Financial liabilities
The Group's financial liabilities include lease liabilities, trade and other
payables, borrowings, contingent consideration and convertible loan note.
Financial liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs unless the Group designated a
financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the
effective interest method except for derivatives and financial liabilities
designated at FVPL, which are carried subsequently at fair value with gains or
losses recognised in profit or loss (other than derivative financial
instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument's
fair value that are reported in profit or loss are included within finance
costs or finance income.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Where an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as a
derecognition of the original liability and the recognition of a new
liability, and the difference in the respective carrying amount is recognised
in profit or loss.
Convertible loan note
The component of the convertible loan note that exhibits characteristics of a
liability is recognised as a liability in the statement of financial position,
net of issue costs. The corresponding dividends on those shares are charged as
interest expense in profit or loss.
On the issue of the convertible loan note, the fair value of the liability
component is determined using a market rate for a similar note that does not
have a conversion option; and this amount is carried as a long-term liability
on the amortised cost basis until extinguished on conversion or redemption.
The remainder of the proceeds is allocated to the conversion option that is
recognised and included in the convertible loan note equity reserve within
shareholders' equity, net of issue costs. The value of the conversion option
carried in equity is not changed in subsequent years. When the conversion
option is exercised, the balance of the convertible loan note equity reserve
is transferred to share capital or other appropriate reserve. When the
conversion option remains unexercised at the expiry date, the balance remained
in the convertible loan note equity reserve is transferred to accumulated
profits/losses. No gain or loss is recognised in profit or loss upon
conversion or expiration of the option.
Issue costs are apportioned between the liability and equity components of the
convertible loan note based on the allocation of proceeds to the liability and
equity components when the instruments are first recognised. Transaction costs
that relate to the issue of the convertible loan note are allocated to the
liability and equity components in proportion to the allocation of proceeds.
A contract is not an equity instrument solely because it may result in the
receipt or delivery of the entity's own equity instruments. A contract that
will be settled by the entity receiving or delivering a fixed number of its
own equity instruments in exchange for a fixed amount of cash or another
financial asset is an equity instrument. Accordingly, any derivative
instrument that gives one party a choice over how it is settled (e.g., the
issuer or the holder can choose settlement net in cash or by exchanging shares
for cash) is a financial asset or a financial liability. A convertible loan
note that is issued in a currency other than functional currency of the
Company is a financial liability.
2.11 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
2.12 Lease
Definition of a lease and the Group as a lessee
At inception of a contract, the Group considers whether a contract is, or
contains a lease. A lease is defined as "a contract, or part of a contract,
that conveys the right to use an identified asset (the underlying asset) for a
period of time in exchange for consideration". To apply this definition, the
Group assesses whether the contract meets three key evaluations which are
whether:
- the contracts contain an identified asset, which is either
explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Group;
- the Group has the right to obtain substantially all of the
economic benefits from use of the identified asset throughout the period of
use, considering its rights within the defined scope of the contract; and
- the Group has the right to direct the use of the identified
asset throughout the period of use. The Group assess whether it has the right
to direct "how and for what purpose" the asset is used throughout the period
of use.
For contracts that contains a lease component and one or more additional lease
or non-lease components, the Group allocates the consideration in the contract
to each lease and non-lease component on the basis of their relative
stand-alone prices.
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a
lease liability on the consolidated statement of financial position. The
right-of-use asset is measured at cost, which is made up of the initial
measurement of the lease liability, any initial direct costs incurred by the
Group, an estimate of any costs to dismantle and remove the underlying asset
at the end of the lease, and any lease payments made in advance of the lease
commencement date (net of any lease incentives received).
Measurement and recognition of leases as a lessee (continued)
The Group depreciates the right-of-use assets on a straight-line basis from
the lease commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term unless the Group is
reasonably certain to obtain ownership at the end of the lease term. The Group
also assesses the right-of-use asset for impairment when such indicator
exists.
At the commencement date, the Group measures the lease liability at the
present value of the lease payments unpaid at that date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up
of fixed payments (including in-substance fixed payments) less any lease
incentives receivable, variable payments based on an index or rate, and
amounts expected to be payable under a residual value guarantee. The lease
payments also include the exercise price of a purchase option reasonably
certain to be exercised by the Group and payment of penalties for terminating
a lease, if the lease term reflects the Group exercising the option to
terminate.
Subsequent to initial measurement, the liability will be reduced for lease
payments made and increased for interest cost on the lease liability. It is
remeasured to reflect any reassessment or lease modification, or if there are
changes in in-substance fixed payments. The variable lease payments that do
not depend on an index or a rate are recognised as expense in the period on
which the event or condition that triggers the payment occurs.
When the lease is remeasured, the corresponding adjustment is reflected in the
right-of-use asset, or profit and loss if the right-of-use asset is already
reduced to zero.
The Group has elected to account for short-term leases using the practical
expedients. Instead of recognising a right-of-use asset and lease liability,
the payments in relation to these leases are recognised as an expense in
profit or loss on a straight-line basis over the lease term. Short-term leases
are leases with a lease term of 12 month or less.
On the consolidated statement of financial position, right-of-use assets and
lease liabilities have been presented separately.
2.13 Equity
• "Share capital" represents the nominal value of equity shares.
• "Share premium" represents the amount paid for equity shares over the
nominal value.
• "Translation reserve" comprises foreign currency translation differences
arising from the translation of financial statements of the Group's foreign
entities to HK$.
• "Group reorganisation reserve" arose on the group reorganisation.
• "Accumulated losses" include all current period results as disclosed in
the income statements.
No dividends are proposed for the year.
2.14 Revenue recognition
Revenue arises mainly from contracts for IT software development.
To determine whether to recognise revenue, the Group follows a 5-step process:
Step 1: Identifying the contract with a customer
Step 2: Identifying the performance obligations
Step 3: Determining the transaction price
Step 4: Allocating the transaction price to the performance obligations
Step 5: Recognising revenue when/as performance obligation(s) are satisfied
In all cases, the total transaction price for a contract is allocated amongst
the various performance obligations based on their relative stand-alone
selling prices. The transaction price for a contract excludes any amounts
collected on behalf of third parties.
Revenue is recognised either at a point in time or over time, when (or as) the
Group satisfies performance obligations by transferring the promised goods or
services to its customers.
Where the contract contains a financing component which provides a significant
financing benefit to the customer for more than 12 months, revenue is measured
at the present value of the amount receivable, discounted using the discount
rate that would be reflected in a separate financing transaction with the
customer, and interest income is accrued separately under the effective
interest method. Where the contract contains a financing component which
provides a significant financing benefit to the Group, revenue recognised
under that contract includes the interest expense accreted on the contract
liability under the effective interest method.
Further details of the Group's revenue and other income recognition policies
are as follows:
Services income
Revenue from IT software development is recognised over time as the Group's
performance creates and enhances an asset that the customer controls. The
progress towards complete satisfaction of a performance obligation is measured
based on input method, i.e. the costs incurred up to date compared with the
total budgeted costs, which depict the Group's performance towards satisfying
the performance obligation.
When the outcome of the contract cannot be reasonably measured, revenue is
recognised only to the extent of contract costs incurred that are expected to
be recovered.
Remittance and payment service fee income
Remittance and payment service fee income are recognised at the time the
related services are rendered.
Media production service income
Media production service income is recognised on an appropriate basis over the
relevant period in which the services are rendered.
Interest income
Interest income is recognised on a time-proportion basis using the effective
interest method.
Contract assets and contract liabilities
If the Group performs by transferring goods or services to a customer before
the customer pays consideration or before payment is due, the contract is
presented as a contract asset, excluding any amounts presented as a
receivable. Conversely, if a customer pays consideration, or the Group has a
right to an amount of consideration that is unconditional, before the Group
transfers a good or service to the customer, the contract is presented as a
contract liability when the payment is made or the payment is due (whichever
is earlier). A receivable is the Group's right to consideration that is
unconditional or only the passage of time is required before payment of that
consideration is due.
For a single contract or a single set of related contracts, either a net
contract asset or a net contract liability is presented. Contract assets and
contract liabilities of unrelated contracts are not presented on a net basis.
For certain services provided by the Group, in accordance with the underlying
service agreements which negotiated on a case-by-case basis with customer, the
Group may receive from the customer the whole or some of the contractual
payments before the services are completed or when the goods are delivered
(i.e. the timing of revenue recognition for such transactions). The Group
recognises a contract liability until it is recognised as revenue. During that
period, any significant financing components, if applicable, will be included
in the contract liability and will be expensed as accrued unless the interest
expense is eligible for capitalisation.
2.15 Government grants and non-government grants
Grants from the government are recognised at their fair value where there is a
reasonable assurance that the grant will be received and the Group will comply
with all attached conditions. Government grants are deferred and recognised in
profit or loss over the period necessary to match them with the costs that the
grants are intended to compensate. Government grants relating to income is
presented in gross under other income in the consolidated statement of profit
or loss and other comprehensive income.
Non-government related grants are recognised as income when there is
reasonable assurance that the entity will comply with all attached conditions
and the grant will be received. Grants shall be initially measured at the fair
value of the assets received or the nominal amount for cash grant where the
grant relates to expenses already incurred, it shall be recognized in profit
or loss immediately. For grants tied to specific performance obligations or
multi-period projects, income shall be recognised using the
percentage-of-completion method, systematically matching grant revenue with
the related costs.
2.16 Impairment of non-financial assets
Property, plant and equipment (including right-of-use assets) and intangible
assets and the Company's interests in subsidiaries are subject to impairment
testing.
An impairment loss is recognised as an expense immediately for the amount by
which the asset's carrying amount exceeds its recoverable amount. Recoverable
amount is the higher of fair value, reflecting market conditions less costs of
disposal, and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessment of time value of money and the risk
specific to the asset.
For the purposes of assessing impairment, where an asset does not generate
cash inflows largely independent from those from other assets, the recoverable
amount is determined for the smallest group of assets that generate cash
inflows independently (i.e. a cash-generating unit). As a result, some
assets are tested individually for impairment and some are tested at
cash-generating unit level. Goodwill in particular is allocated to those
cash-generating units that are expected to benefit from synergies of the
related business combination and represent the lowest level within the Group
at which the goodwill is monitored for internal management purpose and not be
larger than an operating segment.
Impairment loss is charged pro rata to the other assets in the cash generating
unit, except that the carrying value of an asset will not be reduced below its
individual fair value less cost of disposal, or value in use, if determinable.
Impairment loss is reversed if there has been a favourable change in the
estimates used to determine the assets' recoverable amount and only to the
extent that the assets' carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
2.17 Employee benefits
Retirement benefits
Retirement benefits to employees are provided through defined contribution
plans.
The Group participates in various defined contribution retirement benefit
plans which are available to all relevant employees. These plans are generally
funded through payments to schemes established by governments or
trustee-administered funds. A defined contribution plan is a pension plan
under which the Group pays contributions on a mandatory, contractual or
voluntary basis into a separate fund. The Group has no legal or constructive
obligations to pay further contributions if the fund does not hold sufficient
assets to pay all employees the benefits relating to employee services in the
current and prior years. The Group's contributions to the defined contribution
plans are recognised as an expense in profit or loss as employees render
services during the year.
Short-term employee benefits
Liability for wages and salaries, including non-monetary benefits, annual
leave, long service leave and accumulating sick leave expected to be settled
within 12 months of the reporting date are recognised in other payables in
respect of employees' services up to the reporting date and are measured at
the amounts expected to be paid when the liabilities are settled.
2.18 Related parties
For the purposes of these consolidated financial statements, a party is
considered to be related to the Company if:
(a) the party is a person or a close member of
that person's family and if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a
parent of the Group.
2.18 Related parties (Continued)
(b) the party is an entity and if any of the following conditions applies:
(i) the entity and the Group are members of the same group.
(ii) one entity is an associate or joint venture of the other entity
(or an associate or joint venture of a member of a group of which the other
entity is a member).
(iii) the entity and the Group are joint ventures of the same third
party.
(iv) one entity is a joint venture of a third entity and the other
entity is an associate of the third entity.
(v) the entity is a post-employment benefit plan for the benefit of
employees of either the Group or an entity related to the Group.
(vi) the entity is controlled or jointly controlled by a person
identified in (a).
(vii) a person identified in (a)(i) has significant influence over the
entity or is a member of the key management personnel of the entity (or of a
parent of the entity).
(viii) the entity, or any member of a group of which it is a part, provides
key management personnel services to the Group or to the parent of the Group.
Close family members of an individual are those family members who may
expected to influence, or be influenced by, that individual in their dealings
with the entity.
2.19 Accounting for income taxes
Taxation comprises current tax and deferred tax.
Current tax is based on taxable profit or loss for the period. Taxable profit
or loss differs from profit or loss as reported in the income statement
because it excludes items of income and expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The asset or liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial information and the corresponding tax
bases used in the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries, except where the Group is able to
control the reversal of the temporary differences and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax is calculated, without discounting, at tax rates that are
expected to apply in the period the liability is settled or the asset
realised, provided they are enacted or substantively enacted at the reporting
date.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset realised.
Deferred tax is charged or credited to profit or loss, except when it relates
to items charged or credited directly to equity, in which case the deferred
tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and
the Company intends to settle its current tax assets and liabilities on a net
basis.
2.20 Earnings per ordinary share
The Company presents basic and diluted earnings per share data for its
ordinary shares.
Basic earnings per ordinary share is calculated by dividing the profit or loss
attributable to Shareholders by the weighted average number of ordinary shares
outstanding during the reporting period.
Diluted earnings per ordinary share is calculated by adjusting the earnings
and number of ordinary shares for the effects of dilutive potential ordinary
shares.
2.21 Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-makers. The chief operating
decision-makers, who are responsible for allocating resources and assessing
performance of the operating segments, has been identified as the executive
board of Directors.
All operations and information are reviewed together. During the year, in
the opinion of the Directors, there is only one reportable operating segment
of IT software development in Hong Kong due to its significant portion of
operation among all business activities.
3. KEY SOURCES OF ESTIMATION UNCERTAINTY
In the process of applying the Group's accounting policies which are described
in note 2, Directors have made the following judgement that might have
significant effect on the amounts recognised in the consolidated financial
statements. The key assumptions concerning the future, and other key sources
of estimation uncertainty at the statement of financial position date, that
might have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year, are also
discussed below.
Discount rate of lease liabilities and right-of-use assets determination
In determining the discount rate, the Group is required to exercise
considerable judgement in relation to determining the discount rate taking
into account the nature of the underlying assets, the terms and conditions of
the leases, at the commencement date and the effective date of the
modification. The Group's rate is referenced to the related party bank
borrowing in Hong Kong.
Fair value measurements and valuation processes
Some of the Group's financial assets are measured at fair value for financial
reporting purposes.
In estimating the fair value of an asset or a liability, the Group uses
market-observable data to the extent it is available. Where Level 1 and Level
2 inputs are not available, the Group engages an independent firm of
professional valuers to perform the valuation. In relying on the valuation
report, the Directors have exercised their judgement and are satisfied to
establish the appropriate valuation techniques and inputs to the model. The
fluctuation in the fair value of the assets and liabilities is reported and
analysed periodically.
The Group uses valuation techniques that include inputs that are not based on
observable market data to estimate the fair value of certain types of
financial instruments. Judgement and estimation are required in establishing
the relevant valuation techniques and the relevant inputs thereof. Whilst the
Group considers these valuations are the best estimates, the ongoing changes
in market conditions that may result in greater market volatility and may
cause further disruptions to the investees'/issuers' businesses, which have
led to higher degree of uncertainties in respect of the valuations in the
current year. Changes in assumptions relating to these factors could result in
material adjustments to the fair value of these consolidated financial
instruments. Detailed information about the valuation techniques, inputs and
key assumptions used in the determination of the fair value of various assets
and liabilities are set out in note 15, 24 and 26.6.
Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis.
This requires an estimation of the value in use of the CGU to which the
goodwill is allocated. Estimating the value in use requires the management to
choose a suitable valuation model and make estimation of the key valuation
parameter and other relevant business assumptions.
Impairment of intangible assets
The Group reviews the carrying amounts of its intangible assets to determine
whether there is any indication that these assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the relevant
asset is estimated in order to determine the extent of the impairment loss (if
any).
The recoverable amount of intangible assets are estimated individually. When
it is not possible to estimate the recoverable amount individually, the Group
estimates the recoverable amount of the CGU to which the asset belongs. In
testing a cash-generating unit for impairment, corporate assets are allocated
to the relevant cash-generating unit when a reasonable and consistent basis of
allocation can be established, or otherwise they are allocated to the smallest
group of cash generating units for which a reasonable and consistent
allocation basis can be established. The recoverable amount is determined for
the cash-generating unit or group of cash-generating units to which the
corporate asset belongs, and is compared with the carrying amount of the
relevant cash-generating unit or group of cash-generating units. Recoverable
amount is the higher of fair value less costs of disposal and value in use. In
assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset (or
a CGU) for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or a CGU) is estimated to be less than
its carrying amount, the carrying amount of the asset (or a CGU) is reduced to
its recoverable amount. For corporate assets or portion of corporate assets
which cannot be allocated on a reasonable and consistent basis to a CGU, the
Group compares the carrying amount of a group of CGUs, including the carrying
amounts of the corporate assets or portion of corporate assets allocated to
that group of CGUs, with the recoverable amount of the group of CGUs. In
allocating the impairment loss, the impairment loss is allocated first to
reduce the carrying amount of any goodwill (if applicable) and then to the
other assets on a pro-rata basis based on the carrying amount of each asset in
the unit or the group of CGUs. The carrying amount of an asset is not reduced
below the highest of its fair value less costs of disposal (if measurable),
its value in use (if determinable) and zero. The amount of the impairment loss
that would otherwise have been allocated to the asset is allocated pro rata to
the other assets of the unit or the group of CGUs. An impairment loss is
recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the
asset in prior years. A reversal of an impairment loss is recognised
immediately in profit or loss.
Impairment of investment in subsidiaries and receivables from group companies
Assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. Potential
indications of impairment may include significant adverse changes in the
technological, market, economic or legal environment in which the assets
operate or whether there has been a significant or prolonged decline in value
below their cost. "Significant" is evaluated against the original cost of the
investment and "prolonged" against the period in which the fair value has been
below its original cost.
An impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset's fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units). Impaired
assets are reviewed for possible reversal of the impairment at each reporting
date.
In the Company's balance sheet, impairment testing of investments in
subsidiaries and receivables from group companies, are also required upon if
the carrying amount of that entity in the Company's balance sheet exceeds the
carrying amount of that entity's net assets including goodwill in its
consolidated balance sheet.
4. REVENUE
The Group is engaged in provision of IT software development and payment
solutions, remittance and payment services, provision of media production
services and money lending services. Revenue was principally derived from IT
software development and payment solutions for both years:
2025 2024
Restated
HK$ HK$
Continuing operations
IT software development and payment solutions 9,729,150 9,535,253
Remittance and payment services 147,289 754,937
Media production services 4,231,771 1,889,013
14,108,210 12,179,203
2025 2024
HK$ HK$
Discontinued operations
Remittance and payment services 150,000 850,446
150,000 850,446
Total 14,258,210 13,029,649
Information about geographical areas
The Group's operations are principally located in Hong Kong, the PRC, the UK,
Japan and other countries. The following table provides an analysis of the
Group's revenue from external customers by geographical market in which the
transactions are located:
2025 2024
Restated
HK$ HK$
Continuing operations
Hong Kong 10,079,197 9,433,803
The Peoples Republic of China ("the PRC") 479,781 -
UK 1,589,760 -
Japan 1,947,056 2,189,929
Other countries 12,416 555,470
14,108,210 12,179,203
2025 2024
HK$ HK$
Discontinued operations
Hong Kong 150,000 850,446
150,000 850,446
Total 14,258,210 13,029,649
Information about major customers
Revenue from customers that individually contributing 10% or more of the
total revenue of the Group are as follows:
2025 2024
HK$ HK$
Continuing operations
Customer A 1,681,448 2,189,929
Customer B 1,589,760 -
Customer C 1,599,310 -
Customer D - 1,367,000
4,870,518 3,556,929
Contract assets
The revenue recognised by the Group from contracts with customers included
above for the year ended 31 March 2025 is 855,410 (2024: HK$ nil).
2025 2024
HK$ HK$
At 1 April - -
Addition 855,409 -
855,409 -
No impairment loss is recognised on the contract assets recognised by the
Group during the year ended 31 March 2025.
Contract liabilities
The revenue recognised by the Group from contracts with customers included
above for the year ended 31 March 2025 is HK$6,924,227 (2024: HK$751,716).
2025 2024
HK$ HK$
At 1 April 8,424,227 751,716
Addition 3,960,205 8,424,227
Revenue recognised (6,924,227) (751,716)
5,460,205 8,424,227
5. OTHER INCOME
2025 2024
Restated
HK$ HK$
Continuing operations
Government subsidy (note i) 684,457 110,000
Sundry income 124,717 213,961
Grant income (note ii) 4,500,000 9,000,000
Interest income 342,350 596,788
5,651,524 9,920,749
Discontinued operations
Sundry income 111,139 104,800
Interest income 40 654
111,179 105,454
(i) During the year ended 31 March 2025, the Group received funding
support amount HK$684,457 (2024: HK$110,000) from the Hong Kong Productivity
Council relating to the Dedicated Fund on Branding, Upgrading and Domestic
Sales ""BUD Fun""). The purpose of the funding is to provide financial support
to enterprises in developing brands, upgrading and restructuring operations
and promoting sales in the Free Trade Agreement (FTA) and/or Investment
Promotion and Protection Agreement (IPPA) economies, so as to enhance their
competitiveness and facilitate their business development in the FTA and/or
IPPA economies.
(ii) During the year ended 31 March 2025, the Group recognised grant
income of HK$4,500,000 (2024: HK$9,000,000). The grant income represents the
funding support from Hatcher Group Limited for the development of the RC3.0
App.
6. FINANCE CHARGES
2025 2024
HK$ HK$
Continuing operations
Interest on bank loan 142,481 175,755
142,481 175,755
2025 2024
HK$ HK$
Discontinued operations
Finance charges on lease liabilities 13,817 32,907
13,817 32,907
7. LOSS BEFORE INCOME TAX
Loss before income tax is arrived at after charging:
2025 2024
HK$ HK$
Restated
Continuing operations
Amortisation of intangible assets 4,140,742 3,006,561
Depreciation
- Property, plant and equipment 129,174 104,058
Foreign exchange 152,925 51,015
Subcontracting fees paid 4,211,989 5,641,935
Audit fees paid to statutory auditors of the Group and the Company: 1,085,400 357,120
Audit fees paid to the auditors of subsidiaries 1,376,389 586,520
Non-audit services paid to the auditors of subsidiaries
- Tax returns review and filing fee 1,091 19,668
2025 2024
HK$ HK$
Discontinued operations
Depreciation - -
- Property, plant and equipment 13,382 11,154
- Right-of-use assets 307,994 384,045
Audit services:
Statutory audit-- Company 60,685 63,039
Details of impairment losses are as follow:
2025 2024
HK$ HK$
Impairment losses on intangible assets (note i) 19,625,320 -
Impairment losses on loan receivables (note ii) 3,257,981 -
Impairment losses on goodwill (note iii) 759,289 -
23,642,590 -
(i) Impairment losses on intangible assets of
HK$19,625,320 was recognised during the year end 31 March 2025. Where an
indication of impairment exists, or when annual impairment testing for an
asset is required, the asset's recoverable amount is estimated. An asset's
recoverable amount is the higher of the asset's or CGU's value in use and its
fair value less costs of disposal. An impairment loss is recognised only if
the carrying amount of an asset exceeds its recoverable amount. In assessing
value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset.
(ii) Impairment losses on loan receivables of HK$3,257,981
was recognised during the year end 31 March 2025. the Group assessed the
recoverability based on factors such as the latest status of loans
receivables, publicly available or accessible information about the borrowers,
the value of the collaterals, and the latest financial condition of the
borrowers and guarantors, and made provision for relevant impairment based on
the difference between the recoverable amount and the outstanding amount of
the loan as at 31 March 2025.
(iii) Impairment losses on goodwill of HK$759,289 was
recognised during the year end 31 March 2025. The Group performs its annual
impairment test of goodwill as at 31 March 2025. Impairment is determined by
assessing the recoverable amount of the Group's cash generating units ("CGUs")
(group of CGUs) to which the goodwill relates. Where the recoverable amount of
the CGU (group of CGUs) is less than the carrying amount, an impairment loss
is recognised.
The Group has experienced losses and cash outflows from operating activities;
however, proactive measures have been taken to address these challenges.
Management has engaged in constructive negotiations with a potential investor,
who has demonstrated clear and ongoing commitment to supporting the business.
A written notice have been received and discussion are progressing positively.
The management has therefore based on that to prepare its cash flow
projections to undertake impairment testing on goodwill, intangible assets and
loan receivables. Taking into account the forecasted revenue and growth rate
of the CGU, the Management considered that it was appropriate to take a
conservative approach to recognise impairment losses. In view that the
carrying amount of the goodwill, intangible assets and loan receivables of CGU
was higher than the recoverable amount, goodwill, intangible assets and loan
receivables of CGU were impaired for the year ended 31 March 2025.
8. STAFF COSTS AND DIRECTOR'S EMOLUMENTS
The aggregate payroll costs (including Directors' remuneration) were as
follows:
2025 2024
HK$ HK$
Continuing operations
Wages, salaries and other employee benefits 6,815,679 4,907,642
Contributions to defined contribution plans 280,891 214,147
Housing allowances 2,699 524
7,099,269 5,122,313
2025 2024
HK$ HK$
Discontinued operations
Wages, salaries and other employee benefits 1,563,207 2,993,818
Contributions to defined contribution plans 88,098 43,136
1,651,305 3,036,954
The average number of persons employed by the Group (including Directors) was
25 during the year (2024: 25).
The Directors' remuneration for the year was as follows:
2025 2024
HK$ HK$
Continuing operations
Director fees 250,000 260,000
Other emoluments (including salary) 1,634,167 1,380,000
1,884,167 1,640,000
2025 2024
HK$ HK$
Discontinued operations
Director fees - -
Other emoluments (including salary) 525,000 1,043,561
The remuneration paid to highest paid director, Mr. Chi Kit Law is HK$
1,750,000.
9. Income tax expense
2025 2024
HK$ HK$
Tax expense for the year 188,969 128,762
UK corporation tax is calculated at 25% of the estimated assessable profit for
the year (2024: Nil).
For the year ended 31 March 2025 and 2024, Hong Kong Profits Tax calculated at
8.25% on the first HK$2 million of the estimated assessable profits of one of
the subsidiaries of the Group and at 16.5% on the estimated assessable profits
above HK$2 million of that subsidiary. The profits of other group entities not
qualified for the two-tier profits tax regime will continue to be taxed at
flat rate of 16.5%. Deferred tax assets have not been recognised in respect of
these losses due to the unpredictability of future taxable profits streams of
the subsidiaries in Hong Kong.
Reconciliation between tax expense and accounting profit at applicable tax
rates:
2025 2024
HK$ HK$
Restated
Loss before taxation (33,739,561) (36,884,932)
Tax at applicable income tax rate (858,627) 42,975
Tax effect of non-deductible expense 777,380 269,383
Tax effect of non-taxable income (114,271) (124,820)
Tax effect on temporary differences 498,200 305,071
Tax effect of tax losses not recognised - 359,313
Utilisation of tax losses brought forward - (687,192)
Under provision in prior year 6,452 -
Tax reduction (3,000) (6,000)
Tax at applicable concessionary rate (117,165) (29,968)
Income tax expense 188,969 128,762
10. LOSS PER SHARE
2025 2024
HK$ HK$
Restated
Loss attributable to equity shareholders (33,739,561) (36,884,932)
Weighted average number of ordinary shares 145,926,608 127,181,165
Loss per share in HK$:
Basic
- Continuing operations (21.11 cents) (24.62 cents)
- Discontinued operation (2.01 cents) (4.38 cents)
Diluted
- Continuing operations (21.11 cents) (24.62 cents)
- Discontinued operation (2.01cents) (4.38 cents)
There were no potential dilutive ordinary shares in existence during the years
ended 31 March 2025 and 2024 and hence diluted earnings per share is the same
as the basic earnings per share.
11. GOODWILL
2025 2024
HK$ HK$
Cost and net carrying amount
At 1 April 759,289 -
Additions - 759,289
Impairment losses (759,289) -
At 31 March - 759,289
Goodwill was derived from the acquisition of 100% equity interests in Mr. Meal
Production Limited ("Mr. Meal") and its subsidiary (together the "Mr. Meal
Group") at an aggregate consideration of HK$2,000,000 in July 2023. The excess
of the consideration transferred over the acquisition-date fair values of the
identifiable assets acquired and the liabilities assumed of HK$759,289 is
recognised as goodwill. At 31 March 2025, the directors assessed the
recoverable amount of the goodwill with reference to the cash flow projection
of Mr. Meal Group and recognised an impairment provision of HK$759,289 against
goodwill.
12. INTANGIBLE ASSETS
Development cost Money Lending License Total
HK$ HK$ HK$
Cost
At 1 April 2023 6,660,760 - -
Additions 24,979,825 - -
At 31 March 2024 and 1 April 2024 (Restated) 31,640,585 - 31,640,585
Additions - 230,000 230,000
-
At 31 March 2025 31,640,585 230,000 9,629,335
Accumulated amortisation
At 1 April 2023 475,957 - 475,957
Amortization provided for year 3,006,561 - 3,006,561
Exchange realignment 3,609 3,609
At 31 March 2024 and 1 April 2024 (Restated) 3,486,127 - 3,486,127
Amortization provided for year 4,140,742 - 4,140,742
Impairment losses for the year 19,257,909 - 19,257,909
Exchange realignment 13,562 - 13,562
At 31 March 2025 4,657,002 - 4,657,002
-
Net Book Value
At 31 March 2025 4,742,333 230,000 4,972,333
At 31 March 2024 28,154,458 - 28,154,458
At 31 March 2023 6,184,802 - 6,184,802
- -
The development cost intangible asset have definite useful lives and is
amortised on a straight-line basis ranged over 5 years and 10 years.
During the year ended 31 March 2025, the Group reviewed the recoverable
amounts of the development costs, provision of impairment loss has been
recognised during the year.
In respect of the money lending license acquired during the year ended 31
March 2025, the license has no foreseeable limit to the period over which the
Group can use to generate net cash flows. The directors consider the licenses
as having indefinite useful lives because they are expected to contribute to
net cash inflows indefinitely. The licenses will not be amortised until their
useful life are determined to be finite.
During the year ended 31 March 2025, the Group reviewed the recoverable
amounts of the money lending license. No impairment loss has been recognised
during the year.
13. PROPERTY, PLANT AND EQUIPMENT
Office equipment Leasehold improvement Furniture & fixtures Total
HK$ HK$ HK$ HK$
Cost
At 1 April 2024 661,063 101,474 91,180 853,718
Additions 183,075 46,532 78,370 307,977
Written off - - (91,180) (91,180)
Exchange realignment 1,326 49 (669) 705
At 31 March 2025 845,464 147,337 78,419 1,071,220
Accumulated Depreciation
At 31 March 2024 and 1 April 2024 362,166 20,295 14,044 396,505
Charge for the year 99,297 23,472 6,405 129,174
Exchange realignment 113 (368) 3 (253)
Eliminated on disposals - - (14,044) (14,044)
At 31 March 2025 461,576 43,398 6,408 511,382
Net Book Value
At 31 March 2025 383,888 103,939 72,011 559,838
At 31 March 2024 298,897 81,179 77,137 457,213
14. RIGHT-OF-USE ASSETS
Lease assets HK$
Cost
At 31 March 2024 and 1 April 2024 821,212
Disposal of a subsidiary (821,212)
At 31 March 2025 -
Accumulated Depreciation
At 31 March 2024 and 1 April 2024 317,258
Charge for the year 307,994
Disposal of a subsidiary (625,252)
●
At 31 March 2025 -
Net Book Value
At 31 March 2025 -
At 31 March 2024 503,955
15. FINANCIAL ASSETS AT FVPL
2025 2024
Notes HK$ HK$
Equity investments listed in Hong Kong 15(a) 344,105 1,017,248
344,105 1,017,248
(a) On 22 February 2023, the Company as an issuer entered into a share
subscription agreement with Hatcher Group Limited (a company listed on the
Growth Enterprise Market of the Hong Kong Stock Exchange, stock code: 8365)
(the "Subscriber" or "Hatcher Group"), pursuant to which the Subscriber
conditionally agreed to subscribe for, and the Company conditionally agreed to
issue and allot, an aggregate of 18,000,000 shares at the subscription price
of £0.19 per subscription share for a total consideration of £3,420,000 (the
"Subscription"). The consideration for the Subscription was to be settled by
the Subscriber by way of the issue and allotment of an aggregate of 38,640,000
shares of the Subscriber at the issue price of HK$0.90 per share to the
Company upon completion of the Subscription.
The Subscription was completed on 17 April 2023 and the consideration was
settled by way of issue and allotment of an aggregate of 38,640,000 shares of
the Subscriber at the issue price of HK$0.90 each, totalling HK$34,776,000.
The fair values of the equity investments were determined on the basis of
quoted market bid price at the end of the reporting period.
During the year ended 31 March 2025, fair value loss on equity investments of
HK$661,824 was recognised in profit or loss.
Details of the fair value measurements are set out in note 26 to the
consolidated financial statements.
16. TRADE AND OTHER RECEIVABLES AND DEPOSIT AND PREPAYMENT
2025 2024
Notes HK$ HK$
Restated
Trade receivables 16(a) 772,471 2,349,282
Other receivables - 108,544
772,471 2,457,826
Deposit and prepayment 2,798,699 2,980,887
3,571,170 5,438,713
(a) The Group allows an average credit period of 14 days to its trade
customers. Before accepting any new customer, the Group assesses the potential
customer's credit quality and defines its credit limits. Credit sales are made
to customers with a satisfactory trustworthy credit history. Credit limits
attributed to customers are reviewed regularly.
Age of trade receivables that are past due but not impaired are as follows:
2025 2024
HK$ HK$
Neither past 458,643 490,500
Overdue by:
0 - 30 days 53,328 931,282
31 - 60 days - 150,000
61 - 90 days 122,500 435,000
Over 90 days 138,000 342,500
772,471 2,349,282
Trade receivables that were past due but not impaired relate to a number of
customers that have a good track record with the Group. Based on past
experience, the Directors believe that no impairment allowance is necessary in
respect of these balances as there has not been a significant change in credit
quality and the balances are still considered fully recoverable.
As at 31 March 2025 and 2024, no ECL has been provided for trade and other
receivables, deposit and prepayment. The Group does not hold any collateral
over these balances.
The Directors consider that the fair values of trade and other receivables,
and deposit and prepayment are not materially different from their carrying
amounts because these balances have short maturity periods on their inception.
17. LOAN RECEIVABLES
2025 2024
HK$ HK$
Receivables:
- within one year 3,257,981 -
- in the second to fifth years inclusive - 3,300,000
- 3,300,000
Less: Amount shown under current assets - -
Balance due after one year 3,257,981 3,300,000
Less: Impairment losses (3,257,981) (42,019)
- 3,257,981
The loans to independent third parties are unsecured, bearing interest at 10%
(2024: 10%) per annum and with fixed terms of repayment. As at 31 March 2025,
the Directors consider that their carrying amounts exceeded their recoverable
amount in light of the significant increase in the credit risk of the
counterparty. Accordingly, the carrying amounts of loan receivables were
written down to their recoverable amounts and thus, provision for impairment
losses of HK$3,257,981 were recognised against the loan receivables.
18. CASH AND CASH EQUIVALENTS
2025 2024
HK$ HK$
Cash and bank balance 11,775,409 19,318,967
19. TRADE AND OTHER PAYABLES
2025 2024
HK$ HK$
Trade payables 302,484 1,751,682
Accrued charges and other payables 2,637,182 2,215,699
2,939,666 3,967,381
Contract liabilities (note 4) 5,460,205 8,424,227
Amount due to a director 1,202,925 2,097,277
Amount due to a shareholder 2,538,748 -
12,141,544 14,488,885
The amount due to a director is unsecured, interest free and repayable on
demand. The amount due to a shareholder is unsecured, interest free and
repayable within 1 year.
Contract liabilities represent receipt in advance from a customer in relation
to its projects placed with the Group. Changes in contract liabilities
primarily relate to the Group's performance of services under the projects.
All amounts are short-term and hence the carrying values of trade and other
payables are considered not materially different from their fair value.
20. BORROWINGS
2025 2024
HK$ HK$
Bank loans - secured 3,884,491 4,539,862
Presented by:
- Carrying amount repayable on demand or within one year 134,726 785,841
- Carrying amount repayable after one year with repayment on 3,749,765 3,754,021
demand clause
3,884,491 4,539,862
Less: Amount shown under current liabilities (3,884,491) (4,539,862)
Non-current liabilities - -
Bank borrowings are variable interest bearing borrowings for working capital
use which carry interest at 3.0% below Prime Rate per annum (2024: 2.5% below
Prime Rate per annum). The loan contains a repayment on demand clause and
repayable by 96 unequal monthly instalment commencing one month from the date
of drawdown. There is no material covenant stated in this borrowing. At 31
March 2025, the banking facilities were secured by the joint and several
guarantees given by Mr. Chi Kit Law, the ultimate controlling party of the
Company. On 22 January 2025, the Group and The Bank of East Asia revised the
banking facility and the loan repayment schedule was modified by 108 months
unequal monthly instalments commencing one month from the drawdown date. The
directors concluded that the change in terms as not substantial and thus do
not constitute a new liability.
21. LEASE LIABILITIES
The following table illustrates the remaining contractual maturities of the
lease liabilities:
2025 2024
HK$ HK$
Total minimum lease payments:
Due within one year - 432,300
Due in the second to fifth years - 66,000
-
- 498,300
Future finance charges on lease liabilities - (20,487)
-
Present value of lease liabilities - 477,813
Present value of liabilities:
Due within one year - 412,284
Due in the second to fifth years - 65,529
-
- 477,813
Less: Portion due within one year included under current liabilities - (412,284)
Portion due after one year included under non-current liabilities - 65,529
The Group entered into lease arrangements for car parking space and office
with contract period of two years. The Group makes fixed payments during the
contract periods. At the end of the lease terms, the Group does not have the
option to purchase the properties and the leases do not include contingent
rentals. The lease contract is cancelled subsequent to disposal of subsidiary.
22. CONVERTIBLE LOAN NOTE
The convertible loan note recognised at the end of the reporting period is
calculated as follows:
2025 2024
HK$ HK$
Restated
At 1 April 5,967,000 -
Liabilities component at date of issue - 5,967,000
Interest expenses - -
Drawdown during the year 4,109,333 -
Repayment (4,061,998) -
Repayment through conversion into equity shares (5,960,000) -
Exchange realignment (54,335) -
At 31 March - 5,967,000
Portion classified as non-current - -
Current portion - 5,967,000
On 2 March 2024, the Group entered into an unsecured convertible loan note
with an independent third party (the "lender" or "Noteholder"). The
convertible loan note bears no interest with nominal value of GBP4,000,000.
The Group may redeem all of the convertible loan note outstanding by paying to
the Noteholder in immediately available cleared funds an amount equal to 120%
of the outstanding amount of the convertible loan note.
During the year ended 31 March 2025, the Group has issued 21,875,830 shares on
various date to settle £600,000 (first tranche) of convertible loan note. The
notes were redeemed at outstanding value and that no premium is paid at the
time of redemption. On 18 December 2024, the Group repaid balance convertible
loan note by entering into a top-up subscription agreement with its principal
shareholder (note 25) and through the payment of cash of £150,000.
For more details of the terms of convertible loans, please refer to the
announcement dated on 4 March 2024 and 23 December 2024.
23. SHARE CAPITAL
2025 2024
No. of shares No. of shares
Issued shares (nominal value of £0.01 per share)
At the beginning of the reporting period 128,534,590 117,034,590
Issue of shares 21,875,830 11,500,000
At the end of the reporting period 150,410,420 128,534,590
2025 2024
HK$ HK$
Issued shares:
At the beginning of the reporting period 13,535,595 12,411,570
Issue of shares 2,186,446 1,124,025
At the end of the reporting period 15,722,041 13,535,595
On 3 April 2023, the Company further issued and allotted 8,500,000 shares at
£0.19 (HK$1.82) each to the Subscriber and the Subscription was completed in
April 2023.
On 7 September 2023, 3,000,000 shares at £0.75 (HK$7.41) each were issued and
allotted by the Company to the Subscriber.
On 3 April 2024, pursuant to the convertible loan note agreement, 2,023,439
shares of the Company were issued and allotted at £0.01 (HK$0.1) each to the
Subscriber.
On 23 April 2024, pursuant to the convertible loan note agreement, 3,409,090
shares of the Company were issued and allotted at £0.01 (HK$0.1) each to the
Subscriber.
On 15 May 2024, pursuant to the convertible loan note agreement, 5,357,143
shares of the Company were issued and allotted at £0.01(HK$0.1) each to the
Subscriber.
On 26 June 2024, pursuant to the convertible loan note agreement, 4,507,211
shares of the Company were issued and allotted at £0.01 (HK$0.1) each to the
Subscriber.
On 21 August 2024, pursuant to the convertible loan note agreement, 6,578,947
shares of the Company were issued and allotted at £0.01 (HK$0.1) each to the
Subscriber.
24. BUSINESS COMBINATION UNDER COMMON CONTROL
a) Acquisition of Mr. Meal Group
On 12 July 2023 (the "Completion Date"), the Group entered into sale and
purchase agreements (the "Agreement") with certain independent third parties
(the "Vendors") pursuant to which the Group and the Vendors both agree to
acquire/ sell the entire equity interests of Mr. Meal Group (the "Mr. Meal
Acquisition"). Mr. Meal Group is primarily engaged in the provision of media
production services.
Pursuant to the Agreement, the consideration of the Mr. Meal Acquisition is to
be satisfied by the Group as follows:
(i) Initial consideration
HK$1,000,000 to be paid in cash on completion of the Group being registered as
the sole shareholder of Mr. Meal with the Companies Registry in Hong Kong and
all the existing key employees shall have entered into the retention agreement
with Mr. Meal;
(ii) Contingent consideration
HK$1,000,000 to be settled by the allotment of 91,453 new ordinary shares
(determined according to the closing price of the Company's shares listed on
the London Stock Exchange on the Completion Date) of the Company (the
"Consideration Shares"). The Consideration Shares are contingent on the
retention of key employees for a 12-month period and if satisfied, will be
issued 18 months after the Completion Date of the Mr. Meal Acquisition.
Details of the carrying amounts of the assets and liabilities of Mr. Meal
Group at the date of acquisition are as follows:
At 12 July 2023
HK$
Consideration
Cash paid 1,000,000
Contingent consideration - Consideration Shares 1,000,000
2,000,000
Recognised amounts of identifiable assets acquired and liabilities assumed
Property, plant and equipment 494,600
Deposits and prepayments 36,099
Trade and other receivables 1,047,000
Cash and cash equivalents 454,174
Trade and other payables (791,162)
Net assets of Mr. Meal Group 1,240,711
Goodwill arising on acquisition 759,289
Net cash outflow arising on the acquisition:
HK$
Cash consideration paid (1,000,000)
Cash and cash equivalents acquired 454,174
(545,826)
The value of the Consideration Shares is mainly based on the trading price of
the Company and the relevant indicators, which are considered as significant
inputs to the valuation. At 31 March 2025, the fair value of the Consideration
Shares is estimated to be HK$10,680.
The movements of the Consideration Shares are as follows:
HK$
Initial recognition on 12 July 2023 1,000,000
Fair value changes (874,478)
Exchange realignments (55,036)
At 31 March 2024 70,486
Fair value changes (60,651)
Exchange realignments 845
At 31 March 2025 10,680
25. MAJOR NON-CASH TRANSACTIONS
Following note 22 to the financial statements, pursuant to the top-up
subscription agreement, the principal shareholder made a loan to the Company
of HK$2,538,748 by way of settling on behalf of the Company 27,500,000 shares
to the Lender as repayment pursuant the convertible loan note. As a result,
there was an amount due to a shareholder of HK$2,538,748 as at 31 March 2025.
26. FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
The Group is exposed to financial risks through its use of financial
instruments in its ordinary course of operations and in its investment
activities. The financial risks include market risk (including foreign
currency risk and interest rate risk), credit risk and liquidity risk.
There has been no change to the types of the Group's exposure in respect of
financial instruments or the manner in which it manages and measures the
risks.
26.1 Categories of financial assets and
liabilities
The carrying amounts presented in the consolidated statement of financial
position relate to the following categories of financial assets and financial
liabilities:
2025 2024
HK$ HK$
Restated
Financial assets
Financial assets at fair value
- Financial assets at FVPL 344,105 1,107,248
Financial assets at amortised costs
- Trade receivables 772,471 2,349,282
- Contract assets 855,410 -
- Other receivables - 108,544
- Deposit and prepayment 1,325,157 1,682,543
- Cash and cash equivalents 11,775,409 19,318,967
15,702,552 24,566,584
2025 2024
HK$ HK$
Financial liabilities
Financial liabilities at amortised cost
- Trade payables 302,484 1,751,682
- Contract liabilities 5,460,205 8,424,227
- Amount due to a director 1,202,925 2,097,277
- Amount due to a shareholder 2,538,748 -
- Lease liabilities - 412,284
- Borrowings 3,884,491 4,539,862
- Tax payable 294,939 111,030
- Convertible loan note - 5,967,000
13,683,792 23,303,362
26.2 Foreign currency risk
Foreign currency risk refers to the risk that the fair value or future cash
flows of a financial instrument will fluctuate because of changes in foreign
exchange rates. The Group's exposure to currency risk mainly arises from the
fluctuation of each the following currency against the functional currencies
of the relevant entities now comprising the Group. The carrying amounts of the
foreign currency-denominated monetary assets and monetary liabilities other
than the functional currencies of the relevant entities comprising the Group
are as follows. The management closely monitors foreign exchange exposure to
mitigate the foreign currency risk.
2025 2024
2025
Assets Liabilities Assets Liabilities
HK$ HK$ HK$ HK$
GBP 3,302,669 4,817,368 32,676,769 7,430,057
SGD - 515,439 1,198,306 809,117
MYR 377,551 153,729 208,011 13,441
RMB 520,514 91,406 265,004 52,537
4,200,733 5,577,942 34,348,091 8,305,152
A 1% increase in the GBP/HKD is expected to have an impact of HK$15k.
26.3 Interest rate risk
The Group has no significant interest-bearing assets. Cash at bank earns
interest at floating rates based on daily bank deposits rates.
The Group is exposed to cash flow interest rate risk in relation to
variable-rate bank borrowings. It is the Group's policy to keep its borrowings
at floating rate of interest to minimize the fair value interest rate risk.
The Group currently does not have hedging policy. However, the Directors
monitor interest rate exposure and will consider necessary action when
significant interest rate exposure is anticipated.
Sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to
interest rates for variable-rate borrowings. The analysis is prepared assuming
the borrowings outstanding at the end of the reporting period were outstanding
for the whole year. A 100 basis point increase or decrease is used when
reporting interest rate risk internally to Directors and represents Directors'
assessment of the reasonably possible change in interest rates. If interest
rates had been 100 basis point higher/lower and all other variables were held
constant, the Group's pre-tax loss for the year would increase/decrease by
HK$38,845 (2024: HK$45,399). This is mainly attributable to the Group's
exposure to interest rates on its variable-rate bank borrowings.
26.4 Credit risk
The Group's exposure to credit risk mainly arises from granting credit to
customers and other counterparties in the ordinary course of its operations.
The Group's maximum exposure to credit risk for the components of the
consolidated statement of financial position at 31 March 2025 refers to the
carrying amount of financial assets as disclosed in note 26.1.
The exposures to credit risk are monitored by the Directors such that any
outstanding debtors are reviewed and followed up on an ongoing basis. The
Group's policy is to deal only with creditworthy counterparties. Payment
record of customers is closely monitored. Normally, the Group does not obtain
collateral from debtors.
Trade receivables
The Group has applied the simplified approach to assess the ECL as prescribed
by IFRS 9. To measure the ECL, trade receivables have been grouped based on
shared credit risk characteristics and the past due days. In calculating the
ECL rates, the Group considers historical elements and forward-looking
elements. Lifetime ECL rate of trade receivables is assessed minimal for all
ageing bands as there was no recent history of default and continuous payments
were received. The Group determined that the ECL allowance in respect of trade
receivables for the years ended 31 March 2025 and 2024 is minimal as there has
not been a significant change in credit quality of the customers.
Other financial assets at amortised cost
Other financial assets at amortised cost include deposits, other receivables,
loan receivables and cash and cash equivalents.
The Directors are of opinion that there is no significant increase in credit
risk on deposits, other receivables, and cash and cash equivalents since
initial recognition as the risk of default is low after considering the
factors as following:
- any changes in business, financial or economic conditions that
affects the debtor's ability to meet its debt obligations;
- any changes in the operating results of the debtor;
- any changes in the regulatory, economic, or technological
environment of the debtor that affects the debtor's ability to meet its debt
obligations.
The Group has assessed that the ECL for deposits, other receivables and loan
receivables are minimal under the 12-months ECL method as there is no
significant increase in credit risk since initial recognition. The credit risk
with related parties is limited because the counterparties are fellow
subsidiaries. The Directors have assessed the financial position of these
related parties and there is no indication of default.
The credit risk for cash and cash equivalents are considered negligible as the
counterparties are reputable banks with high-quality external credit ratings.
26.5 Liquidity risk
Liquidity risk relates to the risk that the Group will not be able to meet its
obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset.
The Group's prudent policy is to regularly monitor its current and expected
liquidity requirements, to ensure that it maintains sufficient reserves of
cash and cash equivalents to meet its liquidity requirements in the short term
and longer term.
Analysed below are the Group's remaining contractual maturities for its
non-derivative financial liabilities as at the reporting date. When the
creditor has a choice of when the liability is settled, the liability is
included on the basis of the earliest date when the Group is required to
pay. Where settlement of the liability is in instalments, each instalment is
allocated to the earliest period in which the Group is committed to pay.
Carrying Within Over 1 year Total
amount 1 year or but within contractual
on demand 5 years undiscounted
Over 5 years cash flow
HK$ HK$ HK$ HK$ HK$
2025
- Trade and other payables 2,939,666 2,939,666 - - 2,939,666
- Amount due to a director 1,202,925 1,202,925 - - 1,202,925
- Amount due to a shareholder 2,538,748 2,538,748 - - 2,538,748
- Bank borrowings 3,884,491 4,254,546 - - 4,254,546
10,565,830 10,935,885 - - 10,935,885
2024 (restated)
- Trade and other payables 3,967,381 3,967,381 - - 3,967,381
- Amount due to a director 2,097,277 2,097,277 - - 2,097,277
- Lease liabilities 477,812 432,300 66,000 - 498,300
- Bank borrowings 4,539,862 4,999,680 - - 4,999,680
- Convertible loan note 5,410,507 5,410,507 - - 5,410,507
46,485,278 42,837,344 66,000 - 46,965,584
26.6 Fair values measurement
The following presents the assets and liabilities measured at fair value or
required to disclose their fair value in the consolidated financial statements
on a recurring basis across the three levels of the fair value hierarchy
defined in IFRS 13 "Fair Value Measurement" with the fair value measurement
categorised in its entirety based on the lowest level input that is
significant to the entire measurement. The levels of inputs are defined as
follows:
• Level 1 (highest level): quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Group can access at the measurement
date;
• Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly;
• Level 3 (lowest level): unobservable inputs for the asset or liability.
(a) Assets measured at fair value
During the year, there were no transfer between Level 1 and Level 2, nor
transfer into and out of Level 3 fair value measurements.
(b) Assets and liabilities with fair value disclosure, but not measured at
fair value
The carrying amounts of financial assets and liabilities that are carried at
amortised costs are not materially different from their fair values at the end
of each reporting period.
27. CAPITAL MANAGEMENT
The Group's capital management objectives are to ensure its ability to
continue as a going concern and to provide an adequate return for shareholders
by pricing services commensurately with the level of risks.
The Group actively and regularly reviews and manages its capital structure and
makes adjustments in light of changes in economic conditions. In order to
maintain or adjust the capital structure, the Group may adjust the amount of
dividends paid to shareholders, issue new shares or raises new debt financing.
28. DISCONTINUED OPERATIONS
(a) On 21 November 2024, the Company entered into a sale and purchase
agreement (the "S&P Agreement") with an independent third party (the
"Buyer"). Pursuant to the S&P agreement, the Buyer agreed to acquire 100%
issued share capital in RCPAY Limited ("RCPAY HK") at the transfer
consideration of HK$400,000. After completion of the above disposal on 21
November 2024, RCPAY HK ceased to be subsidiary of the Company.
The Group disposed RCPAY Limited during the year ended 31 March 2025:
1 April 2024 to 21 November 2024 1 April 2023 to 31 March 2024
HK$ HK$
Loss from the discontinued operations for the year (2,657,442) (4,295,163)
Gain on de-consolidation of a subsidiary 513,061 -
(2,144,381) (4,295,163)
1 April 2024 to 21 November 2024 1 April 2023 to 31 March 2024
HK$ HK$
Revenue 150,000 850,446
Cost of sales (1,098,274) -
Gross (loss)/profit (948,274) 850,446
Other income 110,894 105,290
Subcontracting fee paid - (35,286)
Staff costs (1,072,500) (2,275,500)
Other operating expenses (412,370) (2,512,007)
Depreciation on property, plant and equipment and right-of-use assets (321,376) (395,199)
Operating loss (2,643,625) (4,262,256)
Finance charges (13,817) (32,907)
Loss before income tax (2,657,442) (4,295,163)
Income tax - -
Loss for the year (2,657,442) (4,295,163)
(b) On 30 March 2025, Regal Crown Technology (Singapore) Ptd Ltd was
struck off on 10 March 2025. The Group discontinued Regal Crown Technology
(Singapore) Ptd Ltd during the year ended 31 March 2025:
1 April 2024 to 10 March 2025 1 April 2023 to 31 March 2024
HK$ HK$
Proft/(Loss) from the discontinued operations for the year 617,198 (1,022,674)
617,198 (1,022,674)
1 April 2024 to 10 March 2025 1 April 2023 to 31 March 2024
HK$ HK$
Revenue - -
Gross profit - -
Other income 779,924 -
Staff costs - (677,387)
Other operating expenses (136,996) (365,295)
Operating loss 642,928 (1,042,682)
Exchange difference (25,729) 20,008
Profit/(Loss) before income tax 617,198 (1,022,674)
Income tax - -
Profit/(Loss) for the year 617,198 (1,022,674)
(c) On 10 March 2025, RC365 Solution Sdn Bhd was struck off on 30 March
2025. The Group discontinued RC365 Solution Sdn Bhd during the year ended 31
March 2025:
1 April 2024 to 30 Mach 2025 1 April 2023 to 31 March 2024
HK$ HK$
Loss from the discontinued operations for the year (892,518) (250,197)
(892,518) (250,197)
1 April 2024 to 30 Mach 2025 1 April 2023 to 31 March 2024
HK$ HK$
Revenue - -
Gross profit - -
Other income 34 164
Staff costs (578,805) (84,067)
Other operating expenses (315,854) (167,645)
Operating loss (894,625) (251,549)
Exchange difference 2,107 1,352
Loss before income tax (892,518) (250,197)
Income tax - -
Loss for the year (892,518) (250,197)
(d) RC365 Business Advisory Limited was struck off on 25 April 2024. This
subsidiary did not contribute to the profit or loss of the Group for the years
ended 31 March 2024 and 31 March 2025.
29. MATERIAL RELATED PARTIES TRANSACTIONS
Saved as disclosed elsewhere in these consolidated financial statements, the
Group had no other significant transactions or balances with related parties.
The remuneration of the directors of the Company during the years ended 31
March 2024 and 2025 is set out in note 8 to the consolidated financial
statements.
Other balances with related parties are disclosed in the Company's statement
of financial position and in note 19 and note 22 of the consolidated financial
statements. All other transactions are within wholly owned entities of the
Group.
30. CAPITAL COMMITMENTS
There were no capital commitments at 31 March 2025.
31. CONTINGENT LIABILITIES
As at 31 March 2025, there were contingent liabilities
in respect of the following:
(i) The Group is obligated to pay 50% of the revenue generated
from the RC3.0 APP as per the terms of the Collaboration agreement with
Hatcher Group Limited. This arrangement is effective for an initial term of 15
years from the launch date of the RC3.0 APP and will automatically renew for
successive one-year periods thereafter.
(ii) The Group is obligated to pay 1% of the revenue generated
from sale of licenses as per the terms of agreement with YouneeqAI Technical
Services Inc. This will conclude after a period of 10 years and shall
automatically renew for successive terms of 5 years.
32. ULTIMATE CONTROLLING PARTY
The Directors are of the opinion that the ultimate
controlling party was Mr. Chi Kit Law as at 31 March 2025.
33. RECLASSIFICATION
Certain comparative figures have been reclassified to conform to the current
year presentation.
34. RESTATEMENT
This note explains the adjustments made by the Group in restating its
consolidated financial statements for the year ended 31 March 2024 in
accordance with IFRS, including the statement of financial position as at 1
April 2023 and the financial statements as of, and for, the year ended 31
March 2024, to the respective statements presented in the financial statements
for the year ended 31 March 2025. The details of the prior year adjustments
("PYA") are as follows:
Statement of financial position as at 31 March 2023
As previously reported Intangible assets Convertible loan note Share premium Reclassification of accounts Restated
31 March 31 March 31 March 31 March 31 March 1 April
2023 2023 2023 2023 2023 2023
HK$ HK$ HK$ HK$ HK$ HK$
ASSETS Note 34.1
Non-current assets
Intangible assets 6,184,803 - - - - 6,184,803
Property, plant and equipment 61,057 - - - - 61,057
Right-of-use assets 204,684 - - - - 204,684
Financial assets at FVPL - - - - 1,041,064 1,041,064
6,450,544 - - - 1,041,064 7,491,608
Current assets
Financial assets at FVPL 1,041,064 - - - (1,041,064) -
Deposit and prepayments 3,788,412 - - - - 3,788,412
Trade and other receivables 17,698,025 - - - - 17,698,025
Loan receivables 294,500 - - - - 294,500
Cash and cash equivalents 9,548,364 - - - - 9,548,364
32,370,365 - - - - 31,329,301
Current liabilities
Trade and other payables 2,288,347 - - - - 2,288,347
Borrowings 5,299,556 - - - - 5,299,556
Lease liabilities 135,711 - - - - 135,711
7,723,614 - - - - 7,723,614
Net current assets 24,646,751 - - - - 24,646,751
Non-current liabilities
Lease liabilities 65,143 - - - - 65,143
65,143 - - - - 65,143
Net assets 31,032,152 - - - - 31,032,152
EQUITY
Share capital 28,801,920 - - (16,390,350) - 12,411,570
Share premium (note 34.1) 16,576,592 - - 15,446,819 - 32,023,411
Group reorganisation reserve 589,836 - - - - 589,836
Translation reserve (271,224) - - - 271,224 -
Accumulated losses (14,664,972) - - 943,531 (271,224) (13,992,665)
Total equity 31,032,152 - - - - 31,032,152
Note 34.1
Adjustments made to correct the share premium and share capital balance that
was incorrectly stated in earlier years.
Statement of financial position as at 31 March 2024
As previously reported Intangible assets Convertible loan note Share premium Reclassification of accounts Restated
31 March 31 March 31 March 31 March 31 March 1 April
2024 2024 2024 2024 2024 2024
HK$ HK$ HK$ HK$ HK$ HK$
Note 34.2 Note 34.3 Note 34.1 Note 34.4
ASSETS
Non-current assets
Goodwill 759,289 - - - - 759,289
Loan receivables 3,257,981 - - - - 3,257,981
Intangible assets 23,513,372 4,641,086 - - - 28,154,458
Property, plant and equipment 457,213 - - - - 457,213
Financial asset - Fair value through profit or loss (Note 34.6) - - - - 1,017,248 1,017,248
Right-of-use assets 503,955 - - - - 503,955
28,491,810 4,641,086 - - 1,017,428 34,150,144
Current assets
Financial asset - Fair value through profit or loss (Note 34.6) 1,017,248 - - - (1,017,248) -
Deposit and prepayments 2,980,887 - - - - 2,980,887
Trade and other receivables 34,862,948 - (32,405,122) - - 2,457,827
Cash and cash equivalents 19,318,967 - - - - 19,318,967
58,180,050 - (32,405,122) - (1,017,428) 24,757,680
Current liabilities
Trade and other payables 3,967,381 - - - - 3,967,381
Contract liabilities 8,424,227 - - - - 8,424,227
Amount due to a director 2,097,277 - - - - 2,097,277
Borrowings 4,539,862 - - - - 4,539,862
Lease liabilities 412,284 - - - - 412,284
Convertible loan note 35,402,946 - (29,435,946) - - 5,967,000
Tax payables 111,030 - - - - 111,030
54,955,007 - (29,435,946) - - 25,519,061
Non-current liabilities
Lease liabilities 65,529 - - - - 65,529
Contingent consideration - consideration share 70,486 - - - - 70,486
136,015 - - - - 136,015
Net assets 31,580,838 4,641,086 (2,969,176) - - 33,252,748
EQUITY
Share capital 29,925,945 - - (16,390,350) - 13,535,595
Share premium 49,329,087 5,041,350 - 14,492,024 68,862,461
Group reorganisation reserve 589,836 - - - - 589,836
Convertible loan note reserve 2,957,651 - (2,957,651) - - -
Translation reserve 323,731 (105,217) (11,525) (290,555) - (83,566)
Accumulated losses (51,545,412) (295,047) - 2,188,881 - (49,651,578)
Total equity 31,580,838 4,641,086 (2,969,176) - - 33,252,748
Note 34.2
An adjustment of HK$4,641,086 was made to correct an error in the carrying
amount of intangible assets that arose in prior years. A corresponding
amortisation adjustment of HK$295,047 was recognised to reflect the corrected
net book value of the intangible assets as at year-end. In addition, a related
adjustment of HK$5,041,350 was made to the share premium balance, with a
corresponding adjustment of HK$105,217 recognised in the translation reserve.
Note 34.3
Adjustments of HK$ 32,405,121 and HK$29,435,946 were made to correct the trade
and other receivable, convertible loan note balance as the total amount of
convertible loan note liability is incorrectly recognised. Adjustments of
HK$2,957,651 was made to remove the convertible loan note reserve as the
convertible loan note is a financial liability and not a compound instruments.
The corresponding translation reserve adjustment of HK$11,525 was also made.
Statement of profit or loss and other comprehensive income for the year ended
31 March 2024
As previously reported Intangible assets Convertible loan note Share premium Reclassification of accounts Restated
2024 2024 2024 2024 2024 2024
HK$ HK$ HK$ HK$ HK$ HK$
Note 34.2 Note 34.3 Note 34.1 Note 34.4
Continuing operations
Revenue 21,179,203 - - - (9,000,000) 12,179,203
Cost of sales (87,228) - - - - (87,228)
Gross profit 21,091,975 - - - (9,000,000) 12,091,975
Other income 920,749 - - - 9,000,000 9,920,749
Subcontracting fee paid (5,641,935) - - - - (5,641,935)
Staff costs (5,382,313) - - - - (5,382,313)
Other operating expenses (6,522,095) - - - - (6,252,900)
Depreciation on property, plant and equipment and right-of-use assets and (2,815,572) (295,047) - - - (3,110,619)
amortisation of intangible assets
Operating profit/(loss) 1,650,809 (295,047) - - - 1,624,957
Fair value gain on contingent consideration - 874,478 - - - - 874,478
consideration shares
Fair value loss on financial assets at FVPL (33,511,816) - - - - (33,511,816)
Finance charges (175,755) - - - - (175,755)
Loss before income tax (31,162,284) (295,047) - - - (31,188,137)
Income tax expense (128,762) - - - - (128,762)
Loss for the period from continuing operations (31,291,047) (295,047) - - - (31,316,899)
Discontinued operations
Loss for the period from discontinued operations (5,568589,034) - - - - (5,568,034)
Loss for the year (36,880,440) (295,047) - - - (36,697,274)
Note 34.4
A reclassification of grant income of HK$9,000,000 is made to correct the
revenue for the year ended 31 March 2024.
35. POST BALANCE SHEET EVENTS
Save as disclosed in this annual report, the Directors are not aware of any
significant event requiring disclosure that has taken place subsequent to 31
March 2025 and up to the date of this report.
Company statement of financial position
as at 31 March 2025
Notes 2025 2024 2023
HK$ HK$ HK$
Restated Restated
ASSETS
Non-current assets
Investment in subsidiaries 40 2,000,017 10,516,018 8,096,268
Financial assets at FVPL 39 344,105 1,017,248 -
Intangible assets - 20,935,969 -
2,344,122 32,469,235 8,096,268
Current assets
Amount due from a subsidiary 38 230,521 12,578,495 10,346,053
Prepayments 257,030 3,054 -
Other receivables - 103,549 17,698,025
Amounts due from a shareholder - 10 10
Cash and cash equivalents 347,330 41,098 -
834,881 12,726,206 28,044,088
Current liabilities
Other payables 1,820,448 956,265 125,785
Amount due to subsidiaries 38 1,417,321 853 10
Convertible loan note 22 - 5,967,000 -
Amount due to a shareholder 19 2,538,739 - -
5,776,507 6,924,118 125,795
Net current (liabilities)/assets (4,941,627) 5,802,088 27,918,293
Non-current liabilities
Contingent consideration - consideration shares 24(a) 10,680 70,486 -
Net (liabilities)/assets (2,608,184) 38,200,836 36,014,561
EQUITY
Share capital 23 15,722,041 13,535,595 12,411,570
Share premium 72,636,015 68,862,461 32,023,411
Accumulated Losses (90,966,240) (44,197,219) (8,420,420)
…
Total (deficit)/ equity (2,608,184) 38,200,837 36,014,561
The accompanying notes to the consolidated financial statements on pages 46 to
102 form an integral part of these consolidated financial statements.
Approved by the Board and authorised for issue on 31 July 2025
Hon Keung CHEUNG
Director
Company Registration number: 13289422
Company statement of changes in equity
for the year ended 31 March 2025
Share capital Share premium Translation reserve Convertible loan note reserve Accumulated losses Total
HK$ HK$ HK$ HK$ HK$ HK$
At 1 April 2023 28,801,920 16,576,592 (441,134) - (8,922,817) 36,014,561
Prior period adjustments (16,390,350) 15,446,819 441,134 - 502,397 -
At 1 April 2023 after prior period adjustment 12,411,570 32,023,411 - - (8,420,420) 36,014,561
Loss for the year - - - - (36,914,065) (36,914,065)
Total comprehensive expenses - - - - (36,914,065) (36,914,065)
Issue of share capital 1,124,025 32,752,495 - - - 33,876,520
Issue of convertible loan note - - - 2,957,651 - 2,957,651
note
Restatement - 4,086,555 - (2,957,651) 1,137,266 2,266,170
At 31 March 2024 and at 1 April 2024 (restated) 13,535,595 68,862,461 - - (44,197,219) 38,200,837
Loss for the year - - - - (46,769,021) (46,769,021)
Total comprehensive expenses - - - - (46,769,021) (46,769,021)
Issue of share capital 2,186,446 3,773,554 - - - 5,960,000
- - - -
At 31 MARCH 2025 15,722,041 72,636,015 - - (90,966,240) (2,608,184)
The accompanying notes to the consolidated financial statements on pages 46 to
102 form an integral part of these consolidated financial statements.
Company statement of cash flows
for the year ended 31 March 2025
2025 2024
HK$ HK$
Restated
Cash flows from operating activities
Loss before income tax (46,769,021) (37,172,128)
Adjustments for:
Amortisation of intangible assets 2,260,875 1,301,672
Fair value loss on financial assets at FVPL 661,824 33,470,752
Fair value gain on contingent consideration (60,651) (874,478)
Net gain on disposal of financial assets at FVPL - (80,883)
Impairment of intangible assets 19,029,031
Impairment losses on investment in and receivables from subsidiary 18,876,839 821
Gain on disposal of a subsidiary (398,336) -
Loss on strike off of subsidiaries 448,586 -
Bank interest income - (280)
Operating cashflow before working capital changes (5,950,853) (3,354,524)
(Increase)/ decrease in amount due from a subsidiary 1,123,659 (2,331,954)
Increase in other payables 864,183 824,163
Increase in prepayments (253,976) (3,053)
Decrease/(Increase) in other receivables 103,549 (517,876)
Increase in amount due to subsidiaries 1,418,404 831
Net cash used in operating activities (2,695,029) (4,816,323)
Cashflow from investing activities
Acquisition of subsidiaries - (1,420,534)
Proceeds from disposal of financial assets at FVPL - 379,496
Net cash inflow for the disposal of subsidiaries - RC Pay HK 400,000 -
Interest received - 280
Net cash generated from/(used in) investing activities 400,000 (1,040,758)
Cashflow from financing activities
Repayment of convertible loan note (1,523,250) -
Proceeds from issue of convertible loan note 4,019,333 5,967,000
Net cash from financing activities 2,496,083 5,967,000
Net change in cash and cash equivalents 201,054 109,919
Effect of exchange rate changes 105,178 (68,821)
Cash and cash equivalents at beginning of the year 41,098 -
Cash and cash equivalents at the end of the year 347,330 41,098
The accompanying notes to the consolidated financial statements on pages 46 to
102 form an integral part of these consolidated financial statements.
36. SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation:
The separate financial statements of the Company are presented as required by
the Companies Act 2006. As permitted by that Act, the separate financial
statements have been prepared in accordance with UK-adopted International
Accounting Standards.
The financial statements have been prepared on the historical cost basis. The
principal accounting policies adopted are the same as those set out in note 2
to the consolidated financial statements. The financial statements are
presented in Hong Kong Dollars ("HK$"), which is the Group's functional and
presentational currency, and rounded to the nearest dollar. In addition,
investments in subsidiaries are stated at cost less, where appropriate,
provision for impairment.
37. LOSS ATTRIBUTABLE TO SHAREHOLDERS
Under section 408 of the Companies Act 2006, the
Company is exempt from the requirement to present its own income statement.
The loss attributable to the Company for the year ended 31 March 2025 was HK$
46,769,021. (2024 (restated): loss of HK$ 37,172,728)
38. STAFF COSTS
During the years ended 31 March 2025 and 2024, all
Directors and staff are employed by wholly owned subsidiaries of the Company,
and therefore there were no Directors' remuneration and staff costs.
39. AMOUNT DUE FROM A SUBSIDIARY/DUE TO A SUBSIDIARY
The amounts due are unsecured, interest-free and repayable on demand. As at 31
March 2025, the balances with group companies will be settled on a net basis
and accordingly netted in the company financial statements. As a result, the
balance of Cast Great Investments Limited was HK$230,521 presented in amount
due from a subsidiary and the balance of RC365 Global Limited was HK$
1,298,847 and the balance of RCPAY Limited was HK$135,493 presented in amount
due to subsidiaries.
40. FINANCIAL INSTRUMENTS
40.1 Credit risk
The main credit risk is amount due from a subsidiary and cash and cash
equivalents. In order to minimise the credit risk, the management of the Group
has delegated a team responsible for determination of credit limits, credit
approvals and other monitoring procedures to ensure that follow-up action is
taken to recover overdue debts. In addition, the Group reviews regularly the
recoverable amount of other receivables and amount due from a subsidiary to
ensure that adequate impairment losses are made for irrecoverable amounts.
Assessments done based on the Group's historical settlement records, past
experience, general economic conditions and an assessment of both the current
conditions at the reporting date as well as the forecast of future conditions.
In this regard, the management considers that the Group's credit risk is
significantly reduced. Other receivables and amount due from a subsidiary are
written off when there is no reasonable expectation of recovery.
40.2 Liquidity risk
The main liquidity risk relates to the other payables and amount due to a
subsidiary. The Company's prudent policy is to regularly monitor its current
and expected liquidity requirements, to ensure that it maintains sufficient
reserves to meet its liquidity requirements in the short term and longer term.
40.3 Fair value measurement
The following presents the assets and liabilities measured at fair value or
required to disclose their fair value in the consolidated financial statements
on a recurring basis across the three levels of the fair value hierarchy
defined in IFRS 13 "Fair Value Measurement" with the fair value measurement
categorised in its entirety based on the lowest level input that is
significant to the entire measurement. The levels of inputs are defined as
follows:
• Level 1 (highest level): quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Group can access at the measurement
date;
• Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly;
• Level 3 (lowest level): unobservable inputs for the asset or liability.
(c) Assets measured at fair value
During the year, there were no transfer between Level 1 and Level 2, nor
transfer into and out of Level 3 fair value measurements.
(d) Assets and liabilities with fair value disclosure, but not measured at
fair value
The carrying amounts of financial assets and liabilities that are carried at
amortised costs are not materially different from their fair values at the end
of each reporting period.
40.4 Capital risk management
The Company's capital management objectives are to ensure its ability to
continue as a going concern and to provide an adequate return for
shareholders.
The Company actively and regularly reviews and manages its capital structure
and makes adjustments in light of changes in economic conditions. In order to
maintain or adjust the capital structure, the Company may adjust the amount of
dividends paid to shareholders, issue new shares or raises new debt financing.
41. INVESTMENT IN SUBSIDIARIES
2025 2024
HK$ HK$
At 1 April 10,516,018 8,096,268
Addition 8 2,419,750-
Impairment losses (8,516,009) -
2,000,017 10,516,018
Particulars of the Company's subsidiaries as at 31 March 2025 are as follows:
Name of subsidiary Place / country of incorporation and operations Particulars of issued and paid-up share / registered capital Percentage of interest held by the Company Principal activities
Directly Indirectly
Regal Crown Technology Limited Hong Kong HK$10,300,001 100% - IT software development
RCPay Ltd (Hong Kong) Hong Kong HK$10,000 - - Prepaid card consultancy services and licensed money service operation
(note 1)
Regal Crown Technology (Singapore) Pte Ltd (note 2) Singapore SGD100,000 - - IT consultancy and consultancy management services
RC365 Global Limited British Virgin Islands USD50,000 - 100% Finance and treasury centre of the Group
RCPAY Limited England and Wales GBP 1 100% - Provision of exchange and remittance services and licensed small payment
services
Mr. Meal Production Limited Hong Kong HK$ 11,111 100% - Provision of media production services
美得妙 (珠海)文化傳播有限公司 The People's Republic of China CNY100,000 - 100% Media production
RC365 Solution Sdn. Bhd. (note 3) Malaysia RM 1 - - Business management consultancy services
RC365 Business Advisory Limited (note 4) Malaysia USD100 - - Not yet commenced
Cast Great Investments Limited British Virgin Islands USD 1 100% - Investment
holding
HC Capital Group Limited Hong Kong HK$10,000 100% Money lending services
Malaysia RM 1 - 100% IT software development
RC365 Technology Sdn. Bhd.
Notes:
(1) This subsidiary was disposed on 21 November 2024.
(2) This subsidiary was struck off on 10 March 2025.
(3) This subsidiary was struck off on 30 March 2025.
(4) This subsidiary was struck off on 25 April 2024.
42. RESTATEMENT
This note explains the adjustments made by the Company in restating its
financial statements as at 31 March 2024 in accordance with IFRS, including
the statement of financial position as at 1 April 2023, to the respective
statements presented in the financial statements as at 31 March 2025. The
details of the prior year adjustments ("PYA") are as follows:
Statement of financial position as at 31 March 2023
As previously reported Intangible assets Convertible loan note Share premium Reclassification of accounts Restated
31 March 31 March 31 March 31 March 31 March 1 April
2023 2023 2023 2023 2023 2023
HK$ HK$ HK$ HK$ HK$ HK$
ASSETS Note 41.1 Note 41.4
Non-current assets
Interest in subsidiary 8,096,269 - - - - 8,096,269
8,096,269 - - - - 8,096,269
Current assets
Trade and other receivables 17,698,035 - - - - 17,698,025
Amounts due from a subsidiary company 10,346,053 - - - - 10,346,053
28,044,088 - - - - 28,044,088
Current liabilities
Trade and other payables 125,785 - - - - 125,785
Amounts due to subsidiaries 10 - - - - 10
125,795 - - - - 125,795
Net current assets 27,918,293 - - - - 27,918,293
Non-current liabilities
Lease liabilities - - - - - -
- - - - - -
Net assets 36,014,561 - - - - 36,014,561
EQUITY
Share capital 28,801,920 - - (16,390,350) - 12,411,570
Share premium (note 34.1) 16,576,592 - - 15,446,819 - 32,023,411
Translation reserve (441,134) - - - 441,134 -
Accumulated losses (8,922,817) - - 943,531 (441,134) (8,420,420)
Total equity 36,014,561 - - - - 36,014,561
Note 42.1
An adjustment of HK$ 170,082 is made to correct the share premium balance that
was incorrectly stated in earlier years.
Statement of financial position as at 31 March 2024
As previously reported Intangible assets Convertible loan note Share premium Reclassification of accounts Restated
31 March 31 March 31 March 31 March 31 March 1 April
2024 2024 2024 2024 2024 2024
HK$ HK$ HK$ HK$ HK$ HK$
Note 41.2 Note 41.3 Note 41.1 Note 41.4
ASSETS
Non-current assets
Intangible assets 16,294,883 4,641,086 - - - 20,935,969
Financial asset - Fair value through profit or loss - - - - 1,017,248 1,017,248
Interest in subsidiary 10,516,018 - - - - 10,516,018
26,810,901 4,641,086 - - - 32,469,235
Current assets
Financial asset - Fair value through profit or loss 1,017,248 - - - (1,017,248) -
Prepayments 3,054 - - - - 3,054
Trade and other receivables 32,508,671 - （32,405,122） - - 103,549
Amounts due from a subsidiary company 12,578,505 - - - - 12,578,505
Cash and cash equivalents 41,098 - - - - 41,098
46,148,576 - （32,405,121） - - 12,726,206
Current liabilities
Trade and other payables 956,265 - - - - 956,265
Convertible loan note 35,402,946 (29,435,946) - - 5,967,000
Amounts due to related companies 853 - - - - 853
36,360,064 - (29,435,946) - - 6,924,118
Non-current liabilities
Contingent consideration - consideration share 70,486 - - - - 70,486
70,486 - - - - 70,486
Net assets 36,528,927 4,641,086 (2,969,176) - - 38,200,837
EQUITY
Share capital 29,925,945 - - (16,390,350) - 13,535,595
Share premium 49,329,087 5,041,350 - 14,492,024 - 68,862,461
Convertible loan note reserve 2,957,651 - (2,957,651) - - -
Translation reserve 385,936 (105,217) (11,525) - (269,196) -
Accumulated losses (46,069,692) (295,047) - 1,898,326 269,196 (44,197,219)
Total equity 36,528,927 4,144,086 (2,969,176) - - 38,200,837
Note 42.2
An adjustment of HK$4,641,086 was made to correct an error in the carrying
amount of intangible assets that arose in prior years. A corresponding
amortisation adjustment of HK$295,047 was recognised to reflect the corrected
net book value of the intangible assets as at year-end. In addition, a related
adjustment of HK$5,041,350 was made to the share premium balance, with a
corresponding adjustment of HK$105,217 recognised in the translation reserve.
Note 42.3
Adjustments of HK$ 32,405,121 and HK$29,435,946 were made to correct the trade
and other receivable, convertible loan note balance that was incorrectly
stated in earlier years. Adjustments of HK$2,957,651 was made to remove the
convertible loan note reserve which was incorrectly stated in earlier years.
The corresponding translation reserve adjustment of HK$11,524 was also made.
Note 42.4
A reclassification of translation reserve is made to correct the exchange
differences to the income statement for the year ended 31 March 2023 and 31
March 2024. Further, the financial assets - fair value are reclassified to
non-current assets.
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