Company Registration No. 13289422 (England and Wales)
RC365 HOLDING PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
COMPANY INFORMATION
Director
Chi Kit LAW, Executive Director and CEO
Alan King Lun LEUNG, Executive Director
Iain Muir, Non-Executive Director
Ajay Rajpal, Non-Executive Director
Company Number
13289422
Company Secretary
MSP Secretaries Limited
27-28 East castle House
London, W1W 8DH
United Kingdom
Registered address
Cannon Place
78 Cannon Street
London, EC4N 6AF
United Kingdom
Auditors
Johnsons Financial Management Limited
1-2 Craven Road, Ealing
London, W5 2UA
United Kingdom
Registrars
Share Registrars Limited
3 The Millennium Centre
Crosby Way
Surrey, GU9 7XX
United Kingdom
Company Website
https://www.rc365plc.com/
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
CONTENTS
Page
Chairman’s Statement
3-4
Strategic Report
5-8
Board of Directors
9-10
Directors’ Report
11-19
Risk Management Report
20-24
Corporate Governance Statement
25-32
Audit Committee Report
33-34
Remuneration Committee Report
35-39
Independent Auditor’s Report
40-50
Consolidated Statement of Comprehensive Income
51-52
Consolidated Statement of Financial Position
53
Consolidated Statement of Changes in Equity
54
Consolidated Statement of Cash Flows
55-56
Notes to the Financial Statements
57-111
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
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 2026.
The Group delivered growth of revenue of 57% to HK$22.1 million (2025: HK$14.10 million (after
restatement)). The 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 and HC
Capital Group Limited (“HC Capital”) subsidiary, which supplies, the provision of the credit card issuance
and topup services and RCPAY Limited providing the support for Business Virtual Account Operation
Services for the above fiscal years.
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 partnership agreements were established
during the year to advance this goal.
The major activities of the group during the year were as follows:
1 The number of card subscribers
RCPAY Limited (HK) (transferred to HC Capital Group Limited) has an increase for the number of issued
cards to 2,077 (2025:1,910) with 9% increment for the number of cards. Most of the cards are issued to our
customers located in Japan.
2 The number of co-branders for the Asset Linked Credit Card Program
HC Capital Group Limited has an increase for the number of co-branders for the Credit Card Program
related to the card top up and issuance, provision of IT support including the maintenance and Api support
service of program to 3 (2025: 2) with an increase of 50% for the number of co-branders. Our co-branders
provide credit card related services in Hong Kong, Japan and Middle East countries.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
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 21,590 kwh (2025: 15,412
kwh).
Strategy
Our vision remains unchanged, which is to grow our share of 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, ASEAN, Africa regions and the UK;
broaden our offering to include virtual banking and expand our card solutions; launch Wealth Management
System and Merchant POS licensing solutions and execute the soft launch in RC3.0 to electronic money
users in Hong Kong and overseas.
Outlook
The Board continues to be optimistic about the outlook for FY 2027 given the advances made during FY
2026 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 2026
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
STRATEGIC REPORT
The Directors present the Strategic Report of the Group for the year ended 31 March 2026.
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
clients located in the Hong Kong, ASEAN region, UK and Europe.
The Group is looking to expand the prepaid card issuance services, Merchant POS, Wealth Management
System, provision of virtual bank accounts to high net worth Individuals and Corporates in the ASEAN
and Africa region, including Hong Kong, Japan and further to customers located in Europe, the UK and
the Central African states.
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:
2026
HK$
2025
(restated)
HK$
Revenue (continuing operations)
22,140,667
14,108,210
Cash and cash equivalents
2,841,812
11,775,409
No. of Customers
113
75
•
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.
Mr. Meal Production Limited (the company) continues to leverage its core expertise in 3D animation,
digital graphic design, AR/VR, and cross-platform creative production to drive media and digital
marketing revenues to leading Advertising Companies domiciled in Hong Kong. During the period,
the company strategically expanded its international service footprint in the digital marketing
management sector by executing a Service Agreement with UK-based Company in servicing the
customer in Hong Kong and Macao. The company’s strategic direction toward securing long-term
retainer engagements with overseas clients requiring specialized Asian regional digital marketing
execution. Management remains focused on converting these medium-term contracts into recurring
revenue relationships and broadening the scope of high-margin 3D animation and digital production
services
•
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.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
Impairment Losses
The Group has incurred impairment losses of HK$ 3.49 million (Note 7) for the year ended 31 Mar 2026.
The impairment losses of the Company is HK$1.64million.
(Note 37)
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 20.
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
communication, 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:
a. Consider the likely consequences of any decision in the long term;
b. Act fairly between the members of the Group;
c. Maintain a reputation for high standards of business conduct;
d. Consider the interest of the Group’s employees;
e. Foster the Group’s relationships with suppliers, customers and others; and
f. Consider the Impact of the Group’s operations and the community and the environment.
The Company and the Group is a Fintech company which operate mainly in the internet market, the
management believe that the business operations have minimal impact towards the community and
environment. Also, the company has taken 5 director meetings in discussing the major company decision
including the allotment of shares, the resignation and appointment of Executive Directors and CFO during
the period. The key decisions made by the Board during the year, together with the factors and
considerations taken into account in reaching those decisions, are set out below.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
Key
Board
Decision
Explanatory Application & Board Consideration
Resignation
(Vincent
CHEUNG) &
Appointment
of ED (Alan
LEUNG)
&
CFO
(Esther
Quah)
The Board oversaw the structured transition of the Executive Director (ED) and
Chief Financial Officer (CFO). Candidates (Alan Leung, worked for the company
for about 4 years and Esther Quah has been the Finance Manager of the Group
for about 3 years) were vetted for financial oversight capabilities and cultural
alignment to preserve operational continuity for our employees and maintain strict
regulatory compliance.
Issuance and
Cancellation
of Convertible
Bond
The Board projected the launch of RC3.0 and the commencement of profitable
investment projects in Q4 2025, and planned to raise public funding to support
these projects through the issue of convertible bonds, which the Board considered
the most beneficial funding structure for the Company's finances at that time.
Following delays in the launch of RC3.0 and in the commencement of the
profitable investment projects into early 2026, the Board concluded that public
fundraising through the issuance of convertible bonds was no longer appropriate
in the circumstances. The Board also considered that the issuance of convertible
bonds could result in considerable dilution and may not be in the best interests of
the Company’s minority shareholders. Accordingly, the Board resolved not to
proceed with the proposed issuance of convertible bonds.
Allotment of
Shares
(Jun
& Jul 2026)
(Post-Balance
Sheet Event)
The Board was of the view that the Company expected to pursue several
potentially profitable projects in the third quarter of 2026, including the soft
launch of RC3.0 and the launch of the Wealth Management App, and that these
projects would require further capital to be raised from the public.
Following further progress in the development of RC3.0 and the planned launch
of the Wealth Management App, the Board identified a renewed requirement for
capital to support these projects and determined that an equity fundraising
through share allotments represented a more suitable funding structure for the
Company than the previously considered convertible bond issuance. Although the
proposed share allotments would result in dilution of existing shareholders’
interests, the Board considered that the anticipated enhancement of long-term
shareholder value and the strategic benefits arising from the proposed projects
outweighed the potential disadvantages associated with such dilution.
Accordingly, in June and July 2026 the Company raised total gross proceeds of
£1,250,000 through the allotment of 59,090,909 new ordinary shares, as further
described in Note 31 (Post Balance Sheet Events)
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.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
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 by providing outstanding service. Furthermore, we continue to expand our services to customers
located in Japan, Singapore, Europe and the UK and the Africa region.
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 years. 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 2026
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
BOARD OF DIRECTORS
Chi Kit Law, Executive Director and CEO
Mr. Law (Chinese name:
羅志杰
), age 45, 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.
Ajay Rajpal, Non-Executive Director
Mr. Ajay Rajpal, age 55 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 42, an FCA Qualified Chartered Accountant, has over a decade's leadership experience in
business and finance. He is currently Managing Director of Southcott Solutions Limited (formerly 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.
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
Hon Keung CHEUNG, Executive Director and CFO (appointed on 5 January 2025 and resigned
on 16 December 2025)
Mr. Cheung, aged 51, 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.
Mr. King Lun LEUNG (Alan), General Manager and Executive Director (appointed on 16
December 2025)
Mr King Lun Leung (Alan) (age 56), Executive Director, has over 20 years of experience in business
development with more than a decade in online/offline payment acquiring. He joined the Group in July
2022 and holds a Bachelor of Mathematics from National Cheng Kung University.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
DIRECTORS’ REPORT
The Directors present their report together with the financial statements and the Auditor’s Report for the
year ended 31 March 2026.
Principal activities
The principal activity of the Company is to act as a holding company for a group of subsidiaries engaged
in IT software development, credit card issuance, the provision of business virtual account support services,
top-up and payment services, and computer graphic design services.
The Group is a fintech solutions service provider based in Hong Kong and serves customers in Hong Kong,
Japan, ASEAN countries and United Kingdom and Europe.
The subsidiaries of the Company providing IT and Security Services, ERP and credit card issuance and top
up services and supporting services to customers of the above region.
Results and dividends
The results of the Group for the year ended 31 March 2026 are set out in the financial statements.
The Directors do not propose to recommend a dividend for the year ended 31 March 2026. 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
Hon Keung CHEUNG
Executive Director and CEO
Executive Director and CFO
appointed on 24 March
2021
appointed on 5 January
2025 and resigned on 16
December 2025
Alan King Lun LEUNG
Executive
Director
and
General
Manager
appointed
on
16
December 2025
Ajay RAJPAL
Non-Executive Director
appointed on 9 March
2022
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 2026 and 2025.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
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 UKLR 22.2.30R 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
Alan King Lun Leung
Asian, Chinese
Male
Iain Muir
British
Male
Ajay Rajpal
British
Male
Across the broader organization, female representation stands at 75.0% within senior management and
27.80% among general employees, bringing total female participation across the workforce to 30.80%.
Gender Diversity Breakdown (as at 31 March 2026)
Category
Male
Female
Total
Board of Directors
4 (100.0%)
0 (0.0%)
4
Senior Management
1 (25.0%)
3 (75.0%)
4
Other Employees
13 (72.20%)
5 (27.8%)
18
Total
18 (69.20%)
8 (30.8%)
26
Directors’ interest in shares
The direct and beneficial shareholdings of the Board in the Company as at 31 March 2026 were as follows:
Number of Ordinary Shares
Percentage of
Issued Share
Capital
Direct
Beneficial
Total
Chi Kit LAW *
-
36,500,000
36,500,000
17.3%
* Chi Kit Law holds his shares through LYS Limited.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
Substantial shareholders
As at the date of the Report, the total number of issued Ordinary Shares with voting rights in the Group
was 211,001,330. The Group has been notified of the following interests of 3 per cent or more in its issued
share capital as at the date of this report:
Number of ordinary
shares
Percent of Issued share
capital
LYS Limited
Alvar Financial Services Limited
36,500,000
9,137,005
17.3%
4.33%
Going Concern
The Group’s assets as at 31 March 2026 comprised mainly cash at bank. The Directors have set out their
strategy for the Group in the Chairman’s Statement on page 3.
In assessing the Company’s ability to continue as a going concern, the Directors prepared a cash flow
forecast covering the period to 31 July 2027. The forecast includes gross proceeds of £1,250,000, (net
proceeds to date after expenses of HK$ 11.74 million) from two public share allotments completed in June
and July 2026.
In addition, Mr Chi Kit Law, the Company’s principal shareholder, has provided a guarantee of up to
US$4.0 million in support of the Company. Based on the cash flow forecast, the proceeds from the share
allotments and the financial support available from the principal shareholder, the Directors consider that
the Group and the Company will have sufficient financial resources to meet their obligations as they fall
due until twelve months from the date of approval of the financial statements.
The Directors have a reasonable expectation that the Company and the Group have adequate resources to
continue operating for the foreseeable future. Thus, they continue to adopt the going concern basis of
accounting in preparing the financial information.
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 full Corporate Governance Statement on page 25. 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:
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
•
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 United Kingdom and the subsidiaries are located in Hong Kong and Malaysia
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.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
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 similar level in 2026 versus 2025. In terms of Energy efficiency, our energy usage was on
the similar level in 2026 compared with 2025.
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 2026, 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.
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
TCFD Disclosure
Governance
a) Describe the Board’s
oversight of climate-
related risks and
opportunities.
The Board acknowledges the financial implications
of climate change and considers the related risks
and opportunities through regular communication
between the two Executive Directors and the two
Non-Executive Directors. This communication is
focused on risks and opportunities that arise on an
ongoing 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 26
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
role in assessing
and managing
climate-related risks and opportunities.
The Board oversees the long-term impact of
climate-related risks and opportunities on the
organisation’s strategy and risk appetite. Senior
management regularly attend ESG seminars and
relevant updates are provided to the Board. Each
staff individually will seek to make personal
decisions so as 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 portal meeting with business
travellers instead of travelling.
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TCFD Disclosure (cont’d)
Strategy
c) Describe the climate-
related risks and
opportunities the
organisation has
identified over the
short, medium and long
term.
The Group has not identified any material climate-
related risks and opportunities in the short-term.
Medium and longer-term assessments will depend
on what acquisitions are made by the Group and
accordingly the Board will reassess those climate-
related risks and opportunities as soon as
practically possible following an acquisition.
d) Describe the impact
of climate-related risks
and opportunities on
the organisation’s
businesses, strategy
and financial planning.
The Group has assessed the impact of climate
change risks to ensure financial resilience and
operational continuity. The conclusion is that
climate change represents a negligible impact and
that these risks are not material. Individual
employees are encouraged to take climate matters
into account when planning how they wish to
work and management offer maximum flexibility
to facilitate this.
e) Describe the resilience
of the organisation’s strategy,
taking into consideration different
climate-related scenarios, including a
2°C or lower scenario.
The Group does not foresee any impact on its
resilience arising from all foreseeable climate-
related scenarios, including a full two degrees of
warming. All climate change risks will continue to
be monitored.
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TCFD Disclosure (cont’d)
Risk Management
f) Describe the organisation’s
processes for identifying and
assessing climate- related risks.
Climate Risk is considered as part of the annual
business review. This will be kept under review as
the organisation grows.
g) Describe the organisation’s
processes for managing
climate-related risks.
The process for managing such risks is to provide
all 26 employees with the flexibility to manage
those limited risks that are under their control.
h) Describe how processes
for identifying, assessing and
managing climate-related risks are
integrated into the organisation’s
overall risk management.
The Board assessed the risks across short, medium,
and long-term timeframes, ultimately determining
that these were immaterial to the balance sheet.
Metrics and Targets
(i) Disclose the metrics
used by the organisation to assess
climate-related risks and
opportunities in line with its strategy
and risk management process.
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 change to the Group or its activities.
(j) Disclose Scope 1, 2, and, if appropriate,
Scope 3 greenhouse gas emissions, and the related
risks.
The Group’s activities are outside the scope of the
Global
GHG
Accounting
and
Reporting
Standards.
(k) Describe the targets
used by the organisation to manage
climate-related risks and opportunities
and performance against target.
The Group currently has not set specific targets or
commitments.
Notwithstanding, the Board is
pleased to note that employees continue to do 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 any material change to the Group or its
activities.
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
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
auditors of the Group for the year ended 31 March 2026 under section 489 of Companies Act 2006.
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 2026
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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, Africa, Japan 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 and the according mitigation plan 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.
Mitigation Action Plan:
Establish an agile product roadmap to accelerate the commercial rollout of core
initiatives like RC3.0 and regional credit card issuance programs. Adopt an API-first software architecture
to allow smooth, rapid integrations of third-party payment features without overhauling existing systems.
Allocate a dedicated portion of quarterly operational expenditure directly toward research and development
for emerging payment technologies.
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.
Mitigation Action Plan:
Conduct systematic quarterly benchmarking to track competitor feature launches,
pricing models, and market expansion tactics. Pivot marketing and sales positioning toward specialized
niche offerings, high-touch merchant support, and tailored cross-border payment flows where smaller firms
can outmanoeuvre larger institutions. Form targeted co-marketing alliances with regional technology
partners to expand distribution reach without incurring massive capital costs.
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.
Mitigation Action Plan: Maintain a formal crisis communications playbook outlining rapid-response
workflows and pre-approved messaging for system outages or incidents. Deploy
real-time social media and online sentiment monitoring tools to detect customer grievances before they
escalate publicly. Enforce strict pre-release platform testing protocols to eliminate operational glitches that
trigger public criticism.
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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, Credit Card Issuance in ASEAN, Europe, Africa 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.
Mitigation Action Plan:
Implement a gated market-entry framework requiring regional expansion teams
to meet strict compliance and revenue benchmarks before unlocking subsequent funding phases. Assign
dedicated country managers responsible for regional performance metrics, local distribution networks, and
licensing timelines. Perform quarterly strategy reviews to assess geographic penetration across target regions
including ASEAN, Europe, Africa, and the UK.
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.
Mitigation Action Plan: Bind key executives and senior management to long-term retention agreements
featuring equity vesting schedules and competitive incentive structures. Formulate active succession plans
that pair junior leaders with senior executives to transfer key sector knowledge and operational duties.
Enforce multi-month notice periods alongside non-compete clauses to protect intellectual capital during
key transitions.
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 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.
Mitigation Action Plan
: Restructure Pricing & Fee Models: Implement flexible pricing tiers or lower
merchant fee structures during regional economic contractions to maintain client retention and sustain
transaction volume. Pivot Payment Routing Capabilities
:
Immediately re-route transaction flows through
alternative payment rails and non-HK$ currency corridors to protect revenue streams if local regulations,
protectionist policies, or HK$ transaction volumes take an adverse hit.
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.
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Mitigation Action Plan:
Upgrade existing enterprise accounting and management software to scalable
cloud systems prior to entering accelerated growth phases. Enforce a standardized post-merger integration
framework covering IT infrastructure, staff onboarding, and financial control alignment for all target
acquisitions. Periodically stress-test operational capacity to ensure customer support and back-office teams
keep pace with transaction growth.
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.
Mitigation Action Plan:
Integrate account-to-account processing, open banking, and alternative payment
methods directly into the gateway platform alongside traditional credit cards. Establish secondary
relationships with multiple acquiring banks to shield processing capabilities if primary institutions tighten
underwriting terms. Continuously adjust consumer checkout flows to automatically feature locally
preferred, lower-cost alternative payment channels.
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.
Mitigation Action Plan:
Engage independent external legal auditors to conduct bi-annual reviews of
compliance with Hong Kong and UK regulatory conditions. Deploy an automated regulatory reporting
system to ensure all mandatory disclosures, and filing deadlines are met consistently. Conduct mandatory
annual training modules for all relevant staff to reinforce statutory obligations and licensing standards.
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.
Mitigation Action Plan:
Implement automated identity verification and screening tools to perform real-
time Know Your Customer (KYC) checks on all customer onboardings. Integrate rule-based transaction
monitoring software that flags suspicious patterns and automatically triggers Suspicious Activity Reports
(SARs). Mandate regular compliance training for staff focused on evolving standards under Hong Kong’s
AMLO and the UK’s FCA.
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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.
Mitigation Action Plan:
Enforce end-to-end data encryption across all transaction pathways along with
strict role-based access controls for internal databases. Maintain ISO 27001 compliance standards and
subject internal networks to quarterly third-party penetration testing. Formulate an incident response team
trained to isolate data breaches and comply with notification rules under Hong Kong's Personal Data
(Privacy) Ordinance.
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.
Mitigation Action Plan 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.
Mitigation Action Plan:
Mandate 3D Secure 2.0 protocols for payment processing and Multi-Factor
Authentication (MFA) across user account platforms. Deploy AI-driven behavioural analytics tools to
analyse velocity spikes, device fingerprints, and location anomalies in real time. Enforce automated hold
procedures on high-risk transfers to allow manual fraud team reviews before funds are settled or withdrawn.
The Group holds certain licenses for specific regulated activities; namely, RCPAY Limited operates as a
Small Payment Institution in the UK under authorization from the Financial Conduct Authority (FCA),
and HC Capital Group Limited holds a Money Lending License issued by the Companies Registry to
provide financing to the public. Outside of these specific operations, the Group is not generally involved
in the broader supply of regulated services that would require additional licensing or authorization (such as
the widespread processing of third-party transactions) or the direct handling of client money. As such, it
would not normally expect to be primarily responsible should any fraudulent activity impact a particular
transaction.
However, it cannot be excluded that the Group could be a party to litigation or investigations in the future
in relation to fraudulent transactions, even where the Group is not directly involved. Examples of fraud
could include organized 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, and there is also a risk that the Group’s employees
could engage in or facilitate fraudulent activity on their own behalf or on behalf of others. Moreover, it is
possible that incidents of fraud could increase in the future.
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The Group nonetheless takes measures to detect and reduce the risk of fraud, such as carrying out checks
on the Dow Jones database before transactions 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 2026
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
CORPORATE GOVERNANCE STATEMENT
Opening Overview
The Board of the Company is committed to high standards of corporate governance, which it considers
critical to business integrity and sustaining long-term investor trust in the Company. For the year ended 31
March 2026 and up to the date of this report, the Company has applied the QCA Corporate Governance
Code (2023).
The Board confirms full formal adoption and compliance with all ten principles of the QCA 2023 Code
for financial years commencing 1 April 2025, with targeted governance enhancements completed
throughout the current reporting period to align with the 2023 Code’s expanded requirements on ESG,
board independence, director remuneration, workforce stakeholder engagement and formal board
succession planning.
The Board of RC365 Holding Plc recognises that robust, forward-looking corporate governance underpins
delivery of strategic objectives and sustainable long-term shareholder value. The Company continues to
reference the UK Corporate Governance Code as a benchmark framework and has fully transitioned its
core governance reporting and internal policies to align with the QCA Corporate Governance Code (2023),
tailored to the Group’s size, its listing on the Main Market (Equity Shares (Transition) category) of the
London Stock Exchange and its cross-border fintech operating model. The QCA 2023 Code retains ten
core principles with strengthened mandatory disclosures covering environmental, social and governance
(ESG) integration, board diversity and independence, formal remuneration governance, workforce
stakeholder obligations, and structured board succession & contingency planning.
The Board has embedded all updated 2023 Code requirements across the Group’s global operations, with
detailed compliance against each principle set out below.
The Ten Principles of the QCA Corporate Governance Code (2023)
1. Establish a clear corporate purpose, strategy and business model that deliver sustainable long-term value
for shareholders, integrated with material environmental and social considerations
2. Promote a corporate culture that is based on ethical values and behaviours
3. Proactively engage with shareholders to understand and respond to their needs, expectations and
governance feedback
4. Embed comprehensive stakeholder and ESG accountability, prioritising workforce wellbeing and
managing environmental and social risks as core drivers of long-term business success
5. Implement organisation-wide, integrated risk management covering financial, operational, cyber,
regulatory, climate and ESG risks, balancing risk mitigation with value-creating opportunities
6. Maintain a balanced, independent, well-functioning Board led by the Chair, with formal segregation of
leadership responsibilities and clear oversight of executive management
7. Maintain fit-for-purpose governance structures and processes, and ensure the Board collectively holds
diverse, up-to-date skills, experience and industry expertise, with rigorous annual assessment of director
independence and board diversity
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CORPORATE GOVERNANCE STATEMENT (continued)
8. Conduct formal annual Board, committee and individual director performance evaluation, seeking
continuous improvement, including structured executive and non-executive succession and contingency
planning for key roles
9. Design a transparent remuneration policy aligned with corporate purpose, long-term strategy, ethical
culture and sustainable value creation, subject to annual shareholder advisory voting
10. Communicate how the Company is governed and is performing by maintaining an open dialogue with
shareholders and other key stakeholders
Principle 1 – Corporate Purpose, Strategy and Business Model
RC365 Holding Plc is a UK-headquartered fintech group (LSE ticker: RCGH) operating principally across
East and Southeast Asia via wholly owned subsidiaries Regal Crown Technology Limited, RCPAY Limited
(UK) and RC365 Technology SDN BHD (Malaysia). The Group delivers integrated cross-border payment
gateway solutions (online & offline), cybersecurity and IT managed support, prepaid card advisory,
regulated money services and enterprise ERP systems, serving multinational merchants, SMEs and retail
individual clients, with strategic expansion targets for the UK, wider Europe and Singapore.
The Company’s formal corporate purpose is to deliver secure, accessible, compliant cross-border fintech
infrastructure for Asian diaspora and regional businesses, embedding climate and digital responsibility
within all commercial planning per QCA 2023 ESG mandates. The Group’s three-year strategic roadmap
prioritises innovative AI-powered payment tools. All strategy reviews conducted by the Board include
formal assessment of material climate risks, supply chain social impacts and sustainable growth trade-offs,
as required under the 2023 Code. Full market analysis, strategic targets, material ESG risks and financial
projections are detailed within the Strategic Report, accessible via the corporate website www.rc365plc.com.
Principle 2 – Corporate Culture
The Board recognises that a healthy corporate culture, aligned with the Company’s purpose and values, is
fundamental to sound decision-making and long-term success. The Company’s culture is one of integrity,
regulatory compliance and accountability, reflecting the nature of its business as a regulated cross-border
payments and fintech group.
The Board seeks to promote this culture through the tone set by the Executive Directors, clear escalation
channels for employees to raise concerns, and policies covering anti-bribery and corruption,
whistleblowing, and modern slavery, which apply across the Group’s operating subsidiaries. The Board
monitors whether the Company’s culture is consistent with its purpose, values and strategy through regular
engagement with management and, where relevant, employee feedback, and would take action if any
inconsistency were identified.
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CORPORATE GOVERNANCE STATEMENT (continued)
Principle 3 – Shareholder Engagement and Expectations
Led jointly by the CEO and supported by the Independent Non-Executive Director, the Board maintains
structured, year-round dialogue with all classes of shareholders, institutional investors, brokers and market
analysts, complying fully with Market Abuse Regulation (MAR). The CEO acts as primary investor
spokesperson, with the Senior Independent Director available for confidential separate shareholder
discussions on governance matters per 2023 Code expectations.
Ongoing shareholder engagement channels include:
- Timely regulatory disclosures via Regulatory News Service (RNS), including real-time operational,
financial and governance updates
- Full annual and interim reports with granular performance, remuneration and ESG disclosures
- One-on-one investor and broker meetings, roadshows and conference participation
- Annual General Meeting (AGM) with open Q&A sessions covering strategy, board performance and
remuneration policy
- Dedicated investor relations contact details published on the corporate website and all RNS
announcements
The Group also participates in industry stakeholder events including the Hong Kong Economic Summit
(co-sponsored by subsidiary Regal Crown Technology in 2024) and industry summits to gather market and
investor feedback, which the Board formally reviews quarterly to adjust disclosure and engagement
approaches. All shareholder voting outcomes from AGMs and general meetings are promptly published on
the website.
Principle 4 – Stakeholder Engagement, ESG and Social Responsibility
The QCA 2023 Code strengthens requirements for formal workforce, environmental and social
accountability, which the Board has fully integrated into its oversight remit. The Group’s key stakeholders
include employees, global merchant customers, supply chain vendors, banking partners, funders and local
communities across its operating jurisdictions: London (UK), Hong Kong, Mainland China, Malaysia.
The Board’s stakeholder framework includes formal periodic feedback loops with regional teams, employee
wellbeing policies, anti-discrimination and modern slavery safeguards, and ongoing review of cross-border
operational social impacts. Material ESG risks (including digital carbon footprint of payment infrastructure,
cross-border data privacy and supply chain labour standards) are embedded into quarterly Board risk
reviews, with qualitative and quantitative ESG metrics disclosed within the annual Strategic Report as
required by the 2023 Code. The diversity and inclusion policy covers all regional subsidiaries, fostering
equitable career progression across multi-cultural, multi-jurisdictional teams.
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
CORPORATE GOVERNANCE STATEMENT (continued)
Principle 5 – Integrated Risk Management
The Board retains ultimate accountability for setting the Group’s risk appetite, formal risk management
policies and oversight frameworks, expanded under the 2023 Code to explicitly cover climate, ESG, cyber
and geopolitical risks alongside financial and operational threats. The risk lifecycle includes structured
identification, quantitative impact assessment, ongoing monitoring, mitigation action planning and quarterly
formal Board review of budgets, forecasts and emerging risks.
As a fintech operator, the Group maintains enhanced IT governance and data breach response protocols
to mitigate technology and regulatory compliance risks. All risk registers are updated in real time across
regional subsidiaries, with escalation protocols for material risks requiring immediate Board consideration.
The risk framework balances threat mitigation with responsible pursuit of strategic growth opportunities,
consistent with long-term shareholder value creation.
Principle 6 – Balanced, Independent Board Leadership
The Board comprises two Executive Directors (CEO and General Manager) and two Non-Executive
Directors, including Iain Muir, appointed Independent Non-Executive Director (INED) in 2024, and Ajay
Rajpal (Non-Executive Director, appointed 9 March 2022). Aligned with QCA 2023 Code guidance, the
Board targets a minimum of half its members as independent non-executive directors over the medium
term, with formal annual independence assessments for all NEDs, including tenure and conflict-of-interest
reviews.
The roles of Chair and Chief Executive Officer are separate, consistent with the 2023 Code’s expectations
on division of responsibilities. Iain Muir, an independent Non-Executive Director, has served as Chairman
since 15 August 2024, and chairs formal Board meetings, providing independent oversight and a
confidential channel for shareholder concerns separate from the executive management team. The Board’s
balanced skill set covers fintech operations, cross-border finance, LSE market regulation, cybersecurity and
corporate governance. Core Board responsibilities include setting long-term strategy, approving annual
capital budgets, authorising major capital expenditure, monitoring internal controls and validating the
Group’s enterprise-wide risk management framework.
The Board holds a minimum of four scheduled formal meetings each financial year, with additional ad-hoc
sessions convened to review material corporate transactions, cross-border subsidiary expansions and major
partnership agreements. All Board minutes record independent challenge from Non-Executive Directors
on executive proposals, consistent with 2023 Code expectations.
Principle 7 – Board Skills, Diversity, Independence and Governance Structures
The 2023 Code consolidates board composition, diversity and independence requirements within this
principle, mandating ongoing refreshment of director skills and formal consideration of multiple diversity
dimensions (gender, ethnicity, nationality, professional background and age) to avoid groupthink.
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
CORPORATE GOVERNANCE STATEMENT (continued
)
The Board’s current composition delivers sector-relevant expertise for the Group’s pan-Asian fintech
model:
- Chi Kit Law – Executive Director & CEO: Leads global strategy, cross-border fintech partnerships and
new market expansion initiatives
- Iain Muir – Independent Non-Executive Director: Provides independent governance oversight, public
market and growth company expertise, leads annual board performance reviews
- Alan King Lun LEUNG – Executive Director & General Manager, a senior and experienced Finance
professional with more than 2 decades of experience in IT and payment industry.
- Ajay Rajpal – Non-Executive Director: Brings extensive corporate finance, M&A, IPO and restructuring
expertise, together with board-level experience of Hong Kong/China-focused businesses through multiple
non-executive directorships (including Grand Vision Media Holdings Plc and Phimedix Plc)
All Directors have unrestricted access to external independent legal, financial and governance advisors at
the Company’s expense, per 2023 Code provisions. The Board conducts annual skills gap analysis, with
targeted training on evolving fintech regulation, ESG disclosure requirements and QCA 2023 governance
updates provided to all directors throughout the year. Independence assessments for each NED are
completed annually, reviewing shareholdings, contractual relationships and tenure against QCA 2023
independence criteria.
Governance Structures and Continuous Director Development
The Board operates within a robust, scalable governance framework updated to fully comply with the QCA
2023 Code, designed to support agile, effective decision-making across the Group’s multi-jurisdictional
subsidiary network. Core governance infrastructure includes:
- Clear group-wide organisational structure with documented role delineation for executives, regional
finance controllers and subsidiary management teams
- Comprehensive annual budgeting cycle generating consolidated P&L, balance sheet and cash flow
forecasts
- Standardised monthly group-wide financial and operational performance reporting, reviewed by the full
Board
- Centralised approval controls for all capital expenditure, banking facilities and inter-group funding
arrangements
- Formal subsidiary governance protocols, including the recent incorporation of RC365 Solutions SDN in
Malaysia to support Southeast Asian expansion
The CEO leads day-to-day corporate governance implementation, while Independent Non-Executive
Directors deliver continuous independent challenge and oversight. The Group maintains a formal director
training programme covering updated QCA 2023 requirements, ESG reporting, cyber regulation and cross-
border financial compliance, ensuring directors retain contemporary industry and governance capabilities
at all times.
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
CORPORATE GOVERNANCE STATEMENT (continued
)
Principle 8 – Formal Board Performance Evaluation, Succession & Contingency Planning
Consistent with the strengthened 2023 Code rules, the Board undertakes a full annual formal evaluation
covering the full Board, informal sub-committees and each individual Director, timed alongside annual
report publication. The evaluation process includes one-to-one review sessions with the Senior
Independent Director and the Chair of Board meetings, peer feedback and quantitative assessment against
pre-agreed financial, strategic, ESG and governance KPIs (including revenue growth, client acquisition,
cross-border compliance and stakeholder engagement effectiveness).
A key new requirement under the 2023 Code is formal succession and contingency planning for all executive
and non-executive key roles, which the Board has established as a standing annual agenda item. During the
year, the Board oversaw the planned transition of the Chief Financial Officer role, with Hon Keung Cheung
resigning as Executive Director and CFO on 16 December 2025 and Alan King Lun Leung being appointed
as Executive Director and General Manager on the same date, following a structured handover process
designed to preserve operational continuity. The Independent Non-Executive Director oversees evaluation
of Executive Director performance against agreed long-term value creation metrics, with all evaluation
outcomes documented and action plans agreed to address identified areas for continuous board
improvement. The Board will commission an externally facilitated independent board evaluation at least
once every three years, in line with 2023 Code best practice guidance.
Principle 9 – Remuneration Policy Aligned with Long-Term Value Creation
A dedicated remuneration principle is a material addition in the QCA 2023 Code, requiring formal,
transparent remuneration frameworks tied to corporate purpose, strategy, ESG targets and sustainable
shareholder returns, with annual shareholder advisory voting on the remuneration report and forward-
looking policy.
The Board has established a formal remuneration framework covering all Executive Directors, with pay
structures split between fixed base remuneration and performance-linked variable incentives tied to multi-
year revenue growth, cross-border expansion milestones, cybersecurity compliance and ESG delivery
targets. The remuneration policy prioritises long-term equity alignment between directors and shareholders,
discouraging short-term profit-seeking behaviour inconsistent with the Group’s sustainable fintech strategy.
Full details of director remuneration, incentive scheme structures and performance metrics are published
within the dedicated Remuneration Report accompanying this annual report, which will be tabled for an
advisory shareholder vote at the forthcoming AGM as mandated by the 2023 Code. The Independent Non-
Executive Director leads annual reviews of the remuneration policy to ensure ongoing alignment with
market benchmarks and long-term value creation objectives.
Principle 10 – Communication with Shareholders and Stakeholders
The Board recognises the importance of maintaining open and effective communication with shareholders
and other key stakeholders regarding how the Company is governed and how it is performing. This
Corporate Governance Statement, together with the Company’s Strategic Report and Directors’ Report,
sets out how the Board applies the QCA Code’s ten principles in practice, and is published within the
Annual Report and on the Company’s website at www.rc365plc.com.
The Company communicates with shareholders through its Annual General Meeting, half-yearly and annual
financial reporting, RNS announcements, and its corporate website, as further described under Principle 3
above.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
CORPORATE GOVERNANCE STATEMENT (continued
)
Voting results at general meetings are published promptly, and the Board considers any material dissent
(20% or more of votes cast against a resolution) and, where this occurs, will explain the actions it proposes
to take to understand and address shareholder concerns.
Board Composition and Meeting Procedures
The Board currently consists of Chi Kit Law (Executive Director & CEO), Iain Muir (Chairman and Non-
Executive Director), Alan King Lun Leung (Executive Director & General Manager) and Ajay Rajpal (Non-
Executive Director). The Board maintains a minimum of four scheduled formal meetings each financial
year, with additional extraordinary meetings convened to review material transactions, cross-border
subsidiary launches and material risk or ESG developments.
The annual formal board performance evaluation process (including succession planning reviews) is
embedded into the annual reporting cycle, with written feedback and agreed improvement actions
documented and tracked at subsequent Board meetings. The Board regularly reviews its independence
balance against the QCA 2023 Code’s guidance to move toward a majority of independent non-executive
directors over the medium term, with a formal nomination review process to refresh board skills and
diversity as opportunities arise.
Internal Controls
The Board retains ultimate responsibility for designing, maintaining and reviewing the Group’s system of
internal controls, which delivers reasonable assurance against material financial misstatement, operational
loss and regulatory breach, aligned with QCA 2023 risk governance standards. Core control mechanisms
include:
- Day-to-day operational oversight by the Executive Directors and regional finance controllers
- Clearly segregated responsibilities within the group organisational chart
- Detailed annual budgeting and monthly consolidated performance reporting
- Centralised authority controls for all capital expenditure, banking facilities and cross-border fund
transfers
After reviewing the Group’s current scale, geographic footprint and resource capacity, the Board has
determined a standalone dedicated internal audit function is not proportionate at this stage of the Group’s
development, consistent with the comply-or-explain framework of the QCA 2023 Code. The Board will
formally re-assess the need for an internal audit team annually, alongside the broader internal control
review cycle, to ensure alignment with evolving governance best practice as the Group expands globally.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
Post Balance Sheet Events
Further information on events after the reporting date is provided in the notes to the Annual Report.
Global Operating Structure – Branches & Subsidiaries Outside the UK
The Group’s registered head office is based in London, United Kingdom. Regional operating subsidiaries
are located in Hong Kong and Malaysia
Iain Muir
Non-Executive Chairman
31 July 2026
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
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 2026.
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 systems to ensure it responds to any change.
The Group currently do not have an internal audit function.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
Risk management and internal controls
The principal risks facing the Group are summarised on page 20 of this Report. The internal controls of
the Group are set out in the Financial Reporting Procedures Manual
. The Committee carries out
an annual risk assessment and review of mitigating controls.
This report was approved by the board on 31 July 2026.
Iain Muir
Non-Executive Chairman
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
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
Policy Overview
The objective of the Remuneration Committee is to establish a clear and transparent remuneration policy
that attracts, retains, and motivates executive directors of the quality required to manage the Group
successfully. The policy aims to align executive remuneration with the long-term sustainable success and
strategy of the Group while maintaining a clear link between pay and performance.
While there is currently no mandatory formal shareholding requirement for directors or senior managers,
the Board strongly believes that share ownership among executive management aligns personal interests
with those of shareholders and fosters a culture of long-term value creation.
No specific views or objections were expressed by shareholders during the financial period regarding the
Group’s remuneration policy. The Remuneration Committee remains committed to active engagement with
shareholders should significant policy changes be proposed.
Current policy consists of base salary and benefits only; no annual bonus or long-term incentive scheme is
currently in place; this remains consistent with the Group's stated remuneration policy objectives.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
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
Parent
2026
HK$
2025
HK$
2026
HK$
2025
HK$
Chi Kit
Law
Salary
600,000
1,750,000
-
-
Alan King
Lun
LEUNG
Salary
160,000
-
-
-
Hon Keung
CHEUNG
Salary
360,000
160,000
-
-
Robert
Cairns
Fee
-
100,000
-
100,000
Iain Muir
Fee
62,400
29,167
62,400
29,167
Ajay Rajpal
Fee
250,000
250,000
250,000
250,000
Total
1,432,400
2,409,167
312,400
379,167
The highest paid Director of the Company in the period was Mr. Chi Kit Law, who was paid a total
remuneration of HK$ 600,000 (2025: HK$1,750,000).
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.
Total Shareholder Return (TSR) Performance
The graph and table below illustrate the Total Shareholder Return (TSR) performance of RC365 Holding
Plc (ticker: RCGH) compared to the FTSE All-Share Index from its admission to the London Stock
Exchange (March 2022) through to the end of the current financial year (31 March 2026).
The FTSE All-Share Index was selected by the Remuneration Committee as it represents a broad,
recognized equity index against which the Group’s relative share price performance and shareholder return
can be appropriately benchmarked.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
TSR Performance Chart (Rebased to £100 at Admission)
Historical TSR Index Values (Rebased to £100)
Financial Year End
RC365 Holding Plc (RCGH)
Benchmark: FTSE All-Share Index
23 March 2022
(Admission)
£100.00
£100.00
31 March 2023
£371.81
£78.55
31 March 2024
£116.19
£81.88
31 March 2025
£17.24
£87.28
31 March 2026
£17.99
£102.54
Note: TSR measures the overall return to shareholders, assuming £100 was invested on the date of
admission to the London Stock Exchange and that all dividends were hypothetically reinvested.
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
During the period since listing, the Committee observed significant volatility in the share price of RC365
Holding Plc. While total employee remuneration increased by 9.99% in FY 2026 to support operational
turnarounds across Asia, executive director emoluments were reduced by 40.00% (HK$ 976,967), reflecting
board-level cost alignment with the Group's financial position and share price performance.
Consideration by Shareholders of Remuneration Matters for the year ended 31 March 2025
The table below set out the shareholder voting results in respect of the Directors’ Remuneration Report
and the Directors’ Remuneration Policy at the Annual General Meeting (AGM) held of 4 September 2025.
Resolution
Votes For (and
Discretionary)
% For
Votes
Against
%
Against
Votes
Withheld
Total proxy
votes
To Approve the
Remuneration
Committee
Report, as set
out on pages 28
and 29 of the
Annual Report
for
the
year
ended 31 March
2025
39,409,680
99.96
133,756
0.34
184,395
39,726,931
The Committee was pleased to receive a strong shareholder support at the 2025 AGM, with over 99.96%
of votes cast in favour of our Annual Report of Remuneration.
The Committee maintains an active and open dialogue with all shareholders and proxy advisory agencies.
During the year, no significant concerns were raised regarding the implementation of remuneration
framework.
Statutory Comparison of Spend on Pay
Financial Metric
FY 2026
(HK$)
FY 2025
(HK$)
Absolute
Change
Percentage
Change
Directors’ Emoluments
1,432,400
2,409,167
-976,767
-40%
Wages, Salaries and other employment
benefits
(including
Directors’
Remuneration)
7,496,968
6,815,679
681,289
+9.99%
Distribution to Shareholders:
Ordinary Dividend Paid/ Proposed
NIL
NIL
NIL
No Change
Contextual Performance Metrices
Profits / (Losses) before taxation from
continuing operation
(12,877,455)
(30,617,830)
17,740,375
+57.94%
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RC365 HOLDING PLC
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2026
Commentary on Relative Spend
Overall Employee Pay vs. Shareholder Distributions
During FY 2026, total expenditure on wages, salaries, and other employment benefits (inclusive of
Directors’ remuneration) increased by 9.99% (HK$ 681,289) to HK$ 7,496,968 (FY 2025: HK$ 6,815,679).
This overall increase reflects wider workforce investment and operational support during the financial year.
In contrast, Directors’ emoluments decreased by 40% (HK$ 976,967) from HK$ 2,409,167 in FY 2025 to
HK$ 1,432,200 in FY 2026, demonstrating executive pay restraint and strategic cost alignment relative to
total staff costs.
No ordinary dividends were paid or proposed during FY 2026 or FY 2025 (HK$ NIL), as the Group
prioritized prudent liquidity management and capital preservation over shareholder distributions.
Contextual Performance Context
To provide broader context, the Group recorded a loss before taxation of HK$ 12,877,455 in FY 2026
compared to a loss before taxation of HK$ 30,617,830 in FY 2025. This represents a significant
performance improvement, narrowing losses before tax by 57.94% (HK$ 17,740,375).
The Remuneration Committee considers the overall spending on workforce remuneration appropriate and
balanced in the context of the Group's ongoing operational turnaround and substantial reduction in pre-
tax losses.
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 2026.
Ajay Rajpal
Non-Executive Director
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc
1. Opinion
We have audited the financial statements of RC365 Holding Plc (the “Parent Company”) and its subsidiaries
(together the “Group”) for the year ended 31 March 2026 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 Accounting Standards (“UK adopted IAS”).
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 2026, and of the Group’s loss for the year then ended;
•
have been properly prepared in accordance with UK adopted IAS; 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 evidence of the post year-end share placings completed in June and July 2026,
confirmed the gross proceeds raised of £1,250,000 (before expenses), obtained the breakdown of
associated issue costs, and traced receipt of the net funds to the Company's bank statements;
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc (continued)
•
We obtained written confirmation of financial support from the company’s principal shareholder
as secondary support in addition to the completed share placings described above, confirming his
continued commitment to provide funding to the Group as required throughout the going concern
assessment period;
•
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 there 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.
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc (continued)
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.
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc (continued)
Key audit matter description
How the matter was addressed in our audit
Going Concern
The Directors have prepared a cashflow
forecast covering monthly periods through to
31 July 2027. This forecasts that the Group and
Company will be able to continue on a going
concern basis for at least the next twelve
months from the date of this report.
Significant auditor attention was focussed in
this area because of the existence of events or
conditions which may give rise to going
concern issues such as the ability of the group
to raise financing to fund its operations.
In addition, the Group has incurred losses from
operating activities for a number of reporting
periods. The loss after tax from continuing
operations for the year ended 31 March 2026
was
HK$ 12.9 million (2025: HK$ 30.million)
These matters require auditor judgement on
whether the Group and Company will be able
to fund its operations and future projects for a
period at least twelve months from the date of
this report.
We performed the following audit procedures:
a.
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.
b.
We checked cash at bank held at 31 March 2026 of
HK$ 2.8 million to supporting documentation,
including bank statements. We confirmed significant
bank balances held by the Group that are considered
in management’s going concern assessment.
c.
We
evaluated
management’s
going
concern
assessment which included assessing their business
and strategic plans, liquidity and funding positions for
the group. We checked that the going concern
assessment from management covered a period of at
least 12 months from the expected date of approval
of 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.
d.
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.
e.
We verified that the proceeds from the post year-end
share allotment had been received by inspecting bank
statements and confirming that the funds had been
credited to the Group’s bank account (net proceeds
to date of HK$11.7 million.)
f.
We obtained a shareholder support letter confirming
the availability of funding of up to USD 4 million to
support the Group's operations and liquidity
requirements
throughout
the
going
concern
assessment period.
g.
We verified the availability of the funds by obtaining
evidence
that
the
shareholder
held sufficient
resources to provide the committed funding of up to
USD 4 million, should such support be required by
the Group during the going concern assessment
period.
h.
We obtained written confirmation from the directors
and shareholders that amounts due to them will not
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be demanded for repayment until the group’s
cashflow position has sufficiently strengthened,
supporting management’s assessment of the Group’s
ability to continue as a going concern.
i.
We checked whether the disclosures in the financial
statements were fairly stated, complete and accurate
in all material respects.
Conclusion:
We
have
completed
our
planned
procedures. We are of the view there are no material
uncertainties which exist in relation to the Group’s
and Company’s status as going concerns.
Impairment of Intangible assets (Group)
Where indicators of impairment exist during
the reporting period, management and the
directors
are
required
to
perform
an
impairment review over the carrying values of
the Group’s intangible assets.
Management has assessed Group’s intangible
assets for impairment and has recognised
impairment losses of HK$ 3.3 million for the
year ended 31 March 2026. (2025:HK$ 19.65
million)
There is significant judgement involved in
assessing the recoverable value of intangible
assets based on uncertain inputs such as future
income amounts.
We performed the following audit procedures:
a.
We reviewed the impairment assessment performed
by management for intangible assets as of year-end.
b.
We evaluated the basis for management's conclusion
that no future cash inflows are expected from the
ERP asset (mobile application) and the Money
Lending Licence and challenged the supporting
evidence for this conclusion in respect of each asset.
c.
We assessed whether the resulting recoverable
amount of nil, and the consequent full impairment of
the carrying value of both assets, had been
appropriately determined and accounted for in
accordance with the applicable accounting standards;
d.
We assessed the adequacy of the related disclosures
in the financial statements
Conclusion
: Based on the procedures performed, we
conclude that the impairment losses of HK$ 3.3 million
recognised by management on the intangible assets
during FY26 is appropriate.
Impairment of investment in subsidiaries
and receivables from subsidiaries (parent
company)
Where indicators of impairment exist during
the reporting period, management and the
directors
are
required
to
perform
an
impairment review over the 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 subsidiaries
We performed the following audit procedures:
a. We reviewed the impairment assessment performed by
management for investment in subsidiaries and receivable
from subsidiaries by the parent company as of year-end.
b. We challenged management on the appropriateness of
the assumptions and judgments supporting the cashflow
forecasts of subsidiaries.
c. We evaluated the appropriateness of the forecast period
applied by management in estimating future free cash
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for impairment and has recognised impairment
losses of HK$ 1 million (2025 : HK$ 7.54
million) and HK$ 0.66 million (2025: HK$ 11.3
million) respectively for the year ended 31
March 2026.
flows, considering the nature of the business and industry
of each material subsidiary.
d. We assessed management's recoverable amount
calculation based on the expected proceeds from an
anticipated disposal of Mr Meal Production Limited,
based on a fair value less costs to sell methodology, rather
than a discounted cash flow calculation (value-in-use
basis), and evaluated the reasonableness of the expected
proceeds by comparing them to available supporting
evidence.
e. We assessed the disclosures in the financial statements
for completeness and accuracy.
Conclusion
: Based on the procedures performed, we
conclude that the impairment losses recognised by the
parent company on the investment in subsidiaries and
intercompany receivables during FY26 is appropriate.
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INDEPENDENT AUDITOR’S REPORT
to the Members of RC365 Holding Plc (continued)
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$ 155,000 (2025: HK$ 141,000)
HK$ 18,000 (2025: HK$:39,000)
Basis
for
determining
overall
materiality
Materiality was determined based on 0.7%
(2025: 1%) of the Group’s revenue.
We believe that the stakeholders of Group
are primarily focused on revenue as this
determines the success of the products
launched by the Company and its recent
acquisitions.
Materiality was determined based on the 1%
total assets of the parent company.
The nature of the parent company is that of
holding company for the group. We believe
that total assets is the most appropriate basis
for
determining
materiality
as
the
stakeholders focus on total assets to assess
the parent company’s ability to provide
support to subsidiaries when required.
Performance
materiality
HK$ 77,000 (2025: HK$ 70,000)
We set performance materiality based on
50% (2025:50%) of overall materiality.
Performance materiality is the application of
materiality at the individual 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
misstatements
exceeds
materiality for the financial statements as a
whole.
In determining performance materiality, we
considered several factors including our
understanding of the control environment
of the Group.
HK$ 9,000 (2025: HK$ 19,500)
We set performance materiality based on
50% (2025:50%) of overall materiality.
Performance materiality is the application of
materiality at the individual 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
misstatements
exceeds
materiality for the financial statements as a
whole.
In determining performance materiality, we
considered several factors including our
understanding of the control environment
of the parent company.
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Error
reporting
threshold
We agreed to report any corrected or
uncorrected adjustments exceeding HK$
7,700 (2025: HK$ 7,000) to the Audit
Committee as well as differences below this
threshold that in our view warranted
reporting on qualitative grounds.
This represents 5% of the overall materiality
of the Group.
We agreed to report any corrected or
uncorrected adjustments exceeding HK$
900 (2025: HK$ 1,950) to the Audit
Committee as well as differences below this
threshold that in our view warranted
reporting on qualitative grounds.
This represents 5% of the overall materiality
of the parent company.
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, the part of the Remuneration committee report to be audited has been properly prepared
in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken during the audit:
•
the information given in Strategic Report and Directors’ Report 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
48
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•
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 13, 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, Malaysia law and tax laws or those that had a fundamental effect on
the operations of the Group.
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We made enquiries of the directors and management concerning the Group’s policies and procedures
relating to:
a.
Identifying, evaluating, and complying with the laws and regulations and whether they were aware of
any instances of non-compliance;
b.
Detecting and responding on the risks of fraud and whether they had any knowledge of actual or
suspected fraud; and
c.
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 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.
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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. We
first audited the financial statements of the Group for the year ended 31 March 2025, and the total period
of uninterrupted engagement is two years, covering the years ended 31 March 2025 and 31 March 2026.
We did not provide non-audit services, 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: ______________________
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Consolidated statement of comprehensive income
For the year ended 31 March 2026
Notes
31 March 2026
31 March 2025
HK$
HK$
Continuing operations
Revenue
4
Cost of sales
(13,829,841 )
(1,900,313 )
Gross profit
Other income
5
Subcontracting fee paid
(4,211,989 )
Staff costs
8
(7,849,929 )
(7,099,269 )
Other operating expenses
(7,899,780 )
(9,022,893 )
Depreciation on property, plant and equipment and right-
of-use assets and amortisation of intangible assets
12,
13, 14
(2,156,318 )
(4,269,916 )
Operating (loss)/profit
(9,254,973 )
(6,744,646 )
Fair value gain on contingent consideration – shares
consideration shares
Gain on disposal of a subsidiary
Fair value loss on financial assets at FVPL
(661,824 )
Impairment losses
7
(3,493,167 )
(23,642,590 )
Finance charges
6
(141,183 )
(142,481 )
Loss before income tax
7
(12,877,455 )
(30,617,830 )
Income tax expense
9
(1,237 )
(188,969 )
Loss for the year from continuing operations
(12,878,692 )
(30,806,799 )
Discontinued operations
Loss for the year from discontinued operations
(2,932,762 )
Loss for the year after tax
(12,878,692 )
(33,739,561 )
Loss per share – basic and diluted (HK$)
-Continuing operations
10
(8.56
(21.11
-Discontinued operations
10
N/A
(2.01
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The accompanying notes to the consolidated financial statements on pages 57 to 111 form an integral part
of these consolidated financial statements.
Consolidated statement of comprehensive income for the year
ended 31 March 2026
31 March 2026
31 March 2025
HK$
HK$
Loss for the year
(12,878,692 )
(33,739,561 )
Other comprehensive income, net of tax
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation of financial
statements of foreign operations
Total comprehensive loss for the year
(12,705,299 )
(33,553,742 )
The accompanying notes to the consolidated financial statements on pages 57 to 111 form an integral part
of these consolidated financial statements.
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Consolidated statement of financial position
as at 31 March 2026
The accompanying notes to the consolidated financial statements on pages 57 to 111 form an
integral part of these consolidated financial statements.
Approved by the Board and authorised for issue on 31 July 2026
Chi Kit LAW
Director
Company Registration number: 13289422
Notes
As at
As at
31 March 2026
31 March 2025
HK$
HK$
ASSETS
Non-current assets
Goodwill
11
Loan receivables
17
Intangible assets
12
Property, plant and equipment
13
Right-of-use assets
14
Financial assets at FVPL
15
Current assets
Deposit and prepayments
16
Trade and other receivables
16
Intangible assets
12
Loan receivables
17
Amount due from a director
Contract assets
Cash and cash equivalents
18
Current liabilities
Trade and other payables
19
Borrowings
20
Lease liabilities
21
Tax payables
Amount due to a shareholder
19
Contract liabilities
19
Amount due to a director
19
Net current liabilities
(7,765,249 )
(118,987 )
Non-current liabilities
Lease liabilities
21
Contingent consideration
Net (liabilities)assets
(6,958,690 )
EQUITY
Share capital
22
Share premium
Group reorganisation reserve
Exchange Reserve
Accumulated losses
(96,269,831 )
(83,391,139 )
Total (deficit) equity
(6,958,690 )
-
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Consolidated statement of changes in equity
for the year ended 31 March 2026
The accompanying notes to the consolidated financial statements on pages 57 to 111 form an integral
part of these consolidated financial statements.
Share capital
Share
premium
Translatio
n reserves
Group
reorganisation
reserves
Accumulated
losses
Total
HK$
HK$
HK$
HK$
HK$
HK$
As 1 April 2024
(restated)
(83,566 )
(49,651,578 )
Loss for the year
(33,739,561 )
(33,739,561 )
Exchange difference
on consolidation
Total comprehensive
expenses
(33,739,561 )
(33,553,742 )
Release and
reclassification
upon
deconsolidation of
subsidiaries
Reclassification
Issue of share capital
At 31 MARCH 2025
(83,391,139 )
Loss for the year
(12,878,692 )
(12,878,692 )
Exchange difference
on consolidation
Total comprehensive
expenses
(12,878,692 )
(12,705,299 )
At 31 MARCH 2026
(96,269,831 )
(6,958,690 )
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Consolidated statement of cash flows
for the year ended 31 March 2026
31 March 2026
31 March 2025
HK$
HK$
Cash flows from operating activities
Loss before income tax
(12,878,692 )
(33,550,592 )
Less: Loss before income from discontinued operation
(2,932,762 )
Less: Loss before income from continuing operation
(30,617,830 )
Adjustments for:
Realised foreign exchange gain
(105,536 )
Amortisation of intangible assets
Depreciation of property, plant and equipment
Depreciation of right-of-use-assets
-
Impairment loss on trade and other receivable
Impairment loss on loan receivables
Fair value (gain) loss on financial assets at FVPL
(11,868 )
Interest income
(89,152 )
(342,306 )
Fair value gain on contingent consideration –consideration shares
(60,651 )
Net gain on disposal of financial assets at FVPL
(105,577 )
Impairment loss on goodwill
Loss on disposal of property, plant, and equipment
Gain on disposal of a subsidiary
(513,061 )
Impairment loss on Intangible assets
Finance charges
Operating cashflow before working capital changes
(7350,719 )
(2,803,220 )
Decrease/(Increase) in trade and other receivable
Decrease/(Increase) in contract assets
(855,410 )
Decrease in deposits and prepayments
Increase in loan receivables
(2,328,000 )
Increase/(decrease) in trade and other payables
(1,124,568 )
Increase in amount due from a director
(355,796 )
Decrease/(increase) in amounts due to a director
(830,102 )
Increase in amounts due to a shareholder
Increase/(decrease) in contract liabilities
(2,964,022 )
Cash generated used in operating activities
(6,932,784 )
(6,755,524 )
Income tax paid including under provision movement
(147,073 )
(6,941 )
Net cash used in operating activities – continuing operations
(7,079,877 )
(6,762,465 )
Net cash generated used in operating activities –
discontinued operations
(2,538,446 )
Net cash used in operating activities
(7,079,877 )
(9,300,911 )
Cash flow from investing activities
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The accompanying notes to the consolidated financial statements on pages 57 to 111 form an integral part
of these consolidated financial statements.
Acquisition of intangible assets
(2,162,852 )
(230,000 )
Acquisition of property, plant and equipment
(76,416 )
(317,162 )
Proceeds from disposal of financial assets at FVPL
Proceeds from disposal of property, plant and equipment
Net cash inflow for the disposal of a subsidiary
Interest received
Net cash generated from/(used in) investing activities –
continuing operations
(1,693,168 )
Net cash generated from/(used in) investing activities –
discontinued operations
Net cash generated from/(used in) investing activities
(1,693,168 )
Cashflow from financing activities
Interest paid for bank borrowing
(117,298 )
(142,481 )
Interest paid for lease liabilities
(23,885 )
Increase in lease liabilities
(272,415 )
Repayment of bank borrowings
(655,371 )
Repayment of convertible loan note
(1,523,250 )
Proceeds from convertible loan note
Net cash from financing activities – continuing operations
(413,598 )
Net cash from financing activities - discontinued operations
(287,100 )
Net cash from financing activities
(413,598 )
Net (decrease)/increase in cash and cash equivalents
(9,186,643 )
(7,694,636 )
Effect of exchange rate changes
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at the end of the year
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Notes to the consolidated financial statements
for the year ended 31 March 2026
GENERAL INFORMATION
2021 in the United Kingdom
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.
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, the provision of business virtual account support
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.
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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 2025 for the preparation of the consolidated financial
statements:
IAS 21
Amendments – Lack of exchangeability
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 |
IFRS 1, |
Amendments – Annual Improvements to IFRS |
1 January 2026 |
IFRS 7, |
Accounting Standards – Volume 11 |
|
IFRS 9, |
||
IFRS 10 & |
||
IAS 7 |
||
IFRS 9 & |
Amendments – Classification and Measurement of |
1 January 2026 |
IFRS 7 |
Financial Instruments |
|
IFRS 9 & |
Amendments – Contract Referencing Nature- |
1 January 2026 |
IFRS 7 |
dependent Electricity |
|
IFRS 18 |
Presentation and Disclosure in Financial Statements |
1 January 2027 |
IFRS 19 |
Subsidiaries without Public Accountability: |
1 January 2027 |
Disclosures |
||
IFRS10 & |
Amendments – Sales or contribution of assets |
To be determined |
IAS 28 |
between an investor and its associate/joint venture |
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 operational 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. The Company obtained two public fundings through the share allotments on
June and July 2026 for the amount of GBP1,250,000 (net proceeds to date after expenses
of HK$11.74 million). In addition, the principal shareholder provided a commitment to
make available up to USD4 million of financial support to the Group. The Company has
prepared a cash forecast till the period ended 31 July 2027 and showed that the Company
has sufficient cash resources till July 2027.
The Directors are confident that the potential equity investments through the allotment of
shares to public and the provision of guarantee from the principal shares, the continue of
the commercialization of RC3.0 with the market expansion strategy during the coming
quarters.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.
2.3
Going Concern (Continued)
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The continued cost management and the revenue growth from our co-branded and RC3.0
launching work, the Directors believe that there are no material uncertainties
that cast significant doubt over the ability of the Group and Parent Company to continue
as 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
Basis of consolidation
Business combination not under common control
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
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.
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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.
2.4
Basis of consolidation (Continued)
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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
Foreign currency translation
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
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.
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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.
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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
.7
Goodwill
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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.
2.7
Goodwill
(Continued)
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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
.8
Property, plant and equipment
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,
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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.
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.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.
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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.
2
.9
Intangible assets (Continued)
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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.
Virtual assets
Virtual assets held by the Group comprise USDT (Tether), a US dollar-pegged stablecoin
cryptocurrency asset transacted and held on distributed ledger (blockchain) networks,
acquired for the purpose of a short-term investment, which the Group expects to realise
within twelve months of the reporting date.
Management has assessed that the Group’s virtual assets do not meet the definition of
inventories under IAS 2
Inventories
, as they are not held for sale in the ordinary course of
business, nor are they consumed in the production of goods or the rendering of services
for sale. The virtual assets are identifiable, non-monetary assets without physical substance
that are held for use by the Group and are accordingly accounted for as intangible assets
under IAS 38
Intangible Assets
.
Although USDT is designed to maintain a stable value pegged to the US dollar, it does not
constitute cash or a cash equivalent, and holding USDT does not give the Group a
contractual right to receive cash or another financial asset from Tether Limited (the issuer)
or any other party. USDT therefore does not meet the definition of a financial asset under
IAS 32
Financial Instruments: Presentation
, which supports its classification as an intangible
asset under IAS 38.
As the virtual assets are held as a short-term investment which the Group expects to realise
within twelve months of the reporting date, they are presented within current assets in the
consolidated statement of financial position, in accordance with IAS 1.66(d), separately
from the Group’s other intangible assets (development costs and the money lending
licence), which have longer-term or indefinite useful lives and are presented within non-
current assets.
Virtual assets are initially recognised at cost, being the fair value of the consideration given
to acquire the asset. Subsequent to initial recognition, virtual assets are carried at cost less
accumulated amortisation, where the asset is determined to have a finite useful life, and
accumulated impairment losses. As the virtual assets are held as a short-term investment
expected to be realised within twelve months, the directors consider them to have a finite
useful life; no amortisation has been charged during the year as the asset was acquired
shortly before the reporting date. At each reporting date, the Group assesses whether there
is any indication that the virtual assets may be impaired, with any impairment loss
recognised in profit or loss.
The Group’s holding of virtual assets exposes it to custody, credit and liquidity risks.
Custody risk arises from the risk of loss, theft or unauthorised access to the virtual assets.
Credit risk arises from the risk of default by any custodian, exchange or other counterparty
through which the virtual assets are held. Liquidity risk arises from the potential inability
to convert the virtual assets into cash at short notice without significant loss in value.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2
.9
Intangible assets (Continued)
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The USDT is held by a component (subsidiary) company within the Group, through a
third-party custodian rather than by self-custody, a certified trust company in Hong Kong.
As USDT is a stablecoin, the Group is further exposed to the risk that USDT may not
maintain its intended one-to-one peg to the US dollar, and to risks relating to the adequacy,
composition and verification of the reserve assets maintained by Tether Limited to back
.10
Financial instruments
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
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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.
2.10
Financial instruments (continued)
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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
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
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.
cancelled or expires.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.
2.10
Financial instruments (continued)
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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
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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.
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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
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).
2.12
Lease (continued)
Measurement and recognition of leases as a lessee (continued)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.
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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
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.
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Equity
• “Share capital” represents the nominal value of equity shares.
• “Share premium” represents the amount paid for equity shares over the nominal value.
translation of financial statements of the Group’s foreign entities to HK$.
• “Accumulated losses” include all current period results as disclosed in the income
statements.
.14
Revenue recognition
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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued
2.
)
2
.14
Revenue recognition (continued)
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Further details of the Group’s revenue and other income recognition policies are as
follows:
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
Interest income is recognised on a time-proportion basis using the effective interest
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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.
2
.14
Revenue recognition (continued)
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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
.15
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
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-
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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.
2.16
Impairment of non-financial assets (Continued)
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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
.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
.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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.
2
.18
Related parties (Continued)
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(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
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.
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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.
2.19
Accounting for income taxes (Continued)
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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
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
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
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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, 22, 24 and 26.6.
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.
KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED)
3.
77
|
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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
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REVENUE
The Group is engaged in provision of IT software development and payment solutions, remittance
and payment services, provision of media production, provision of business account services
support services and money lending services. Revenue was principally derived from IT software
development and payment solutions for both years
:
2026 |
2025 |
|
HK$ |
HK$ |
|
Continuing operations |
||
IT software development and payment solutions |
10,308,824 |
9,729,150 |
Remittance and payment services |
- |
147,289 |
Media production services |
11,831,843 |
4,231,771 |
22,140,667 |
14,108,210 |
2026 |
2025 |
|
HK$ |
HK$ |
|
Discontinued operations |
||
Remittance and payment services |
- |
150,000 |
- |
150,000 |
|
Total |
22,140,667 |
14,258,210 |
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
:
2026 |
2025 |
|
HK$ |
HK$ |
|
Continuing operations |
||
Hong Kong |
10,448,678 |
10,079,197 |
The People's Republic of China (“the PRC”) |
- |
479,781 |
UK |
9,564,371 |
1,589,760 |
Japan |
2,127,618 |
1,947,056 |
Other countries |
- |
12,416 |
22,140,667 |
14,108,210 |
2026 |
2025 |
|
HK$ |
HK$ |
|
Discontinued operations |
||
Hong Kong |
- |
150,000 |
- |
150,000 |
|
Total |
22,140,667 |
14,258,210 |
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|
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Information about major customers
Revenue from customers that individually contributing 10% or more of the total revenue of the
Group are as follows:
2026 | 2025 | |
HK$ | HK$ | |
Continuing operations | ||
Customer A | - | 1,681,448 |
Customer B | - | 1,589,760 |
Customer C | - | 1,599,310 |
Customer D | 8,942,697 | - |
8,942,697 | 4,870,518 |
Contract assets
The revenue recognised by the Group from contracts with customers included above for the year
ended 31 March 2026 is HK$Nil. (2025: HK$855,410).
2026 | 2025 | |
HK$ | HK$ | |
At 1 April | 855,409 | - |
Addition | - | 855,409 |
Released | (855,409) | - |
- | 855,409 |
No impairment loss is recognised on the contract assets recognised by the Group during the year
ended 31 March 2026.
Contract liabilities
The revenue recognised by the Group from contracts with customers included above for the year
ended 31 March 2026 is HK$1,716,011 (2025: HK$6,924,227
).
2026 | 2025 | |
HK$ | HK$ | |
At 1 April | 5,460,205 | 8,424,227 |
Addition | 1,932,902 | 3,960,205 |
Revenue recognised | (1,716,011) | (6,924,227) |
5,677,097 | 5,460,205 |
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|
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OTHER INCOME
2026 | 2025 | |
HK$ | HK$ | |
Continuing operations | ||
Government subsidy | - | 684,457 |
Sundry income | 252,180 | 124,717 |
Grant income | - | 4,500,000 |
Interest income | 88,048 | 342,350 |
340,228 | 5,651,524 | |
Discontinued operations | ||
Sundry income | - | 111,139 |
Interest income | - | 40 |
- | 111,179 |
During the year ended 31 March 2025, the Group received funding support of HK$684,457 from
the Hong Kong Productivity Council under the Dedicated Fund on Branding, Upgrading and
Domestic Sales ("BUD Fund"). The funding was provided to support the Group's initiatives in
brand development, operational upgrading and restructuring, and sales promotion in economies
covered by Free Trade Agreements ("FTAs") and/or Investment Promotion and Protection
Agreements ("IPPAs").
During the year ended 31 March 2025, the Group also recognised grant income of HK$4,500,000
from Hatcher Group Limited in support of the development of the RC3.0 application platform
.
.
FINANCE CHARGES
2026 | 2025 | |
HK$ | HK$ | |
Continuing operations | ||
Interest on bank loan | 116,545 | 142,481 |
Finance charges on lease liabilities | 24,587 | - |
141,183 | 142,481 |
2026 | 2025 | |
HK$ | HK$ | |
Discontinued operations | ||
Finance charges on lease liabilities | - | 13,817 |
- | 13,817 |
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|
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LOSS BEFORE INCOME TAX
Loss before income tax is arrived at after charging(crediting):
2026 | 2025 | |
HK$ | HK$ | |
Continuing operations | ||
Amortisation of intangible assets | 1,664,000 | 4,140,742 |
Depreciation | ||
- Property, plant and equipment | 209,646 | 129,174 |
- Right-of-use assets | 282,672 | |
Foreign exchange | 103,356 | 152,925 |
Subcontracting fees paid | - | 4,211,989 |
Audit fees paid to statutory audit of the Group and the | 1,494,588 | 1,085,400 |
Company: | ||
Audit fees paid to auditors of subsidiaries | 412,654 | 1,376,389 |
Non-audit services paid to auditors of subsidiaries | ||
- Tax returns review and filing fee | - | 1,091 |
2026 | 2025 | |
HK$ | HK$ | |
Discontinued operations | ||
Depreciation | - | - |
- Property, plant and equipment | - | 13,382 |
- Right-of-use assets | - | 307,994 |
Audit services: | ||
Statutory audit–- Company | - | 60,685 |
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|
Page
Details of impairment losses are as follow:
2026 |
2025 |
|
HK$ |
HK$ |
|
Impairment losses on intangible assets (note i) |
3,301,667 |
19,625,320 |
Impairment losses on trade and other receivables (note ii) |
191,500 |
- |
Impairment losses on loan receivables |
- |
3,257,981 |
Impairment losses on goodwill |
- |
759,289 |
3,493,167 |
23,642,590 |
(i)
Impairment losses on intangible assets of HK$3,301,667 was recognised during the year end
31 March 2026. (2025: HK$19,625,320). Where an indication of impairment exists, or when
annual impairment testing for an asset is required, the asset’s recoverable amount is estimated.
a. ERP Software (HK$3,071,667): Held by Regal Crown Technology Limited. The impairment
was recognised due to a significant decrease in the number of active subscribers post year end,
leading to the expectation that no substantial future economic benefits will be generated from
this software.
b. Money Lender Licence (HK$230,000): Held by Cast Great Investment Limited which is a
subsidiary of the Company. The licence was fully impaired as the subsidiary company of Cast
Great Investment Limited, HC Capital Group Limited, remained in a continuous loss position
for the financial years ended 31 March 2025 and 31 March 2026, indicating that insufficient
future cash flows or economic benefits are expected from money lending operations.
An asset’s recoverable amount is determined at the higher of its value in use and its fair value
less costs of disposal. As the expected future revenue and cash flows from these assets are
negligible, their recoverable amounts were assessed to be near zero (or nominal residual value),
resulting in the recognition of the full impairment losses in profit or loss for the year.
(ii)
The impairment allowance for trade receivables is determined based on expected credit losses,
taking into account historical collection experience, current conditions and the ageing profile
of outstanding balances. At 31 March 2026, an impairment allowance of HK$191,500 was
recognised using provision rates ranging from 25% to 100% for receivables aged over 181
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|
Page
STAFF COSTS AND DIRECTOR’S EMOLUMENTS
The aggregate payroll costs (including Directors’ remuneration) were as follows:
2026 | 2025 | |
HK$ | HK$ | |
Continuing operations | ||
Wages, salaries and other employee benefits | 7,496,968 | 6,815,679 |
Contributions to defined contribution plans | 352,961 | 280,891 |
Housing allowances | - | 2,699 |
7,849,929 | 7,099,269 |
2026 | 2025 | |
HK$ | HK$ | |
Discontinued operations | ||
Wages, salaries and other employee benefits | - | 1,563,207 |
Contributions to defined contribution plans | - | 88,098 |
- | 1,651,305 |
year (2025:
25
2026 | 2025 | |
HK$ | HK$ | |
Continuing operations | ||
Fees | 520,000 | 250,000 |
Other emoluments | 912,400 | 1,634,167 |
1,432,400 | 1,884,167 |
2025 | 2024 | |
HK$ | HK$ | |
Discontinued operations | ||
Fees | - | - |
Other emoluments | - | 525,000 |
The remuneration paid to highest paid director, Mr. Chi Kit LAW is HK$600,000.
(2025:HK$1,750,000)
Executive Directors based at the Group Head office in Hong Kong are eligible to participate in
the local statutory Mandatory Provident Fund (MPF) Scheme in lieu of position. The scheme is a
mandatory, privately managed, fully funded retirement savings scheme where both employees
and employers contributed 5% of relevant income of each employee for the month with a
maximum amount of HK$1,500 per month.
The Company has contributed HK$ 49,500 (2025 : HK$ 44,500) to the Mandatory Provident
84
|
Page
INCOME TAX EXPENSE
2026 | 2025 | |
HK$ | HK$ | |
Tax expense for the year | (1,237) | 188,969 |
UK corporation tax is calculated at 25% of the estimated assessable profit for the year (2025: 25%).
For the year ended 31 March 2026 and 2025, 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$2 million of that subsidiary. The profits of
other group entities not qualified for the two-tier profits tax regime will continue to be taxed at flat
rate of 16.5%. Deferred tax assets have not been recognised in respect of these losses due to the
Reconciliation between tax expense and accounting profit at applicable tax rates:
2026 | 2025 | |
HK$ | HK$ | |
Loss before taxation | (12,877,455) | (33,739,561) |
Tax at applicable income tax rate | (3,132,798) | (858,627) |
Tax effect of non-deductible expense | 1,311,952 | 777,380 |
Tax effect of non-taxable income | (39,284) | (114,271) |
Tax effect on temporary differences | 12,237 | 498,200 |
Tax effect of tax losses not recognised | 1,864,323 | - |
Utilisation of tax losses brought forward | - | - |
Under provision in prior year | (6,452) | 6,452 |
Tax reduction | (3,000) | (3,000) |
Tax at applicable concessionary rate | (8,214) | (117,165) |
Income tax expense | (1,237) | 188,969 |
A total of tax loss of approximately HK$2,010,000 and GBP 13,000 has been carried forward on
individual group entities and these tax losses could be carried forward until the winding up of the
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|
Page
LOSS PER SHARE
2026 | 2025 | |
HK$ | HK$ | |
Loss attributable to equity shareholders | (12,878,692) | (33,739,561) |
Weighted average number of ordinary shares | 150,410,420 | 145,926,608 |
Loss per share in HK$: | ||
Basic | ||
– Continuing operations | (8.56 cents) | (21.11 cents) |
– Discontinued operation | N/A | (2.01 cents) |
Diluted | ||
– Continuing operations | (8.56 cents) | (21.11 cents) |
– Discontinued operation | N/A | (2.01 cents) |
There were no potential dilutive ordinary shares in existence during the years ended 31 March
GOODWILL
2026 | 2025 | |
HK$ | HK$ | |
Cost and net carrying amount | ||
At 1 April | - | 759,289 |
Additions | - | - |
Impairment losses | - | (759,289) |
At 31 March | - | - |
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|
Page
INTANGIBLE ASSETS
Development cost | Money | Virtual assets | Total | |
Lending | ||||
HK$ | HK$ | HK$ | HK$ | |
Cost | ||||
1 April 2024 (Restated) | 31,640,585 | - | - | 31,640,585 |
Additions | - | 230,000 | - | 230,000 |
At 31 March 2025 | 31,640,585 | 230,000 | - | 31,870,585 |
Additions | - | - | 2,162,852 | 2,162,852 |
At 31 March 2026 | 31,640,585 | 230,000 | 2,162,852 | 34,033,437 |
Accumulated | ||||
amortisation | ||||
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 | 26,898,340 | - | 26,898,340 | |
Amortization provided | - | - | ||
for year | 1,664,000 | - | 1,664,000 | |
Impairment losses for the | - | |||
year | 3,071,667 | 230,000 | 3,301,667 | |
At 31 March 2026 | 31,633,918 | 230,000 | - | 31,863,918 |
Net Book Value | ||||
At 31 March 2026 | 6,667 | - | 2,162,852 | 2,169,519 |
At 31 March 2025 | 4,742,333 | 230,000 | - | 4,972,333 |
At 31 March 2024 (restated) | 28,154,458 | - | - | 28,154,458 |
- | - |
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 2026, the Group reviewed the recoverable amounts of the
development costs, provision of impairment loss has been recognised during the year.
INTANGIBLE ASSETS (CONTINUED)
12.
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|
Page
The money lending licence held by the Group has no foreseeable limit to the period over which
it could be used to generate net cash inflows and was therefore assessed as having an indefinite
useful life on initial recognition. In accordance with IAS 38, the licence was not amortised but
was tested for impairment annually.
The licence has not generated any revenue since it was acquired. During the year ended 31
March 2026 the Directors reviewed the recoverable amount of the licence and concluded that,
in the absence of any committed or probable lending pipeline, any customer base, or any other
identified source of future economic benefit, no future cash inflows are expected to be derived
from it. The Directors further concluded that the fair value less costs of disposal of the licence
could not be reliably measured, there being no active market for the licence and no identified
purchaser. The recoverable amount of the licence was accordingly assessed as nil and an
impairment loss of HK$230,000 (2025: HK$Nil) was recognised in profit or loss, reducing the
carrying amount of the licence to HK$Nil at 31 March 2026.
Virtual assets
During the year ended 31 March 2026, the Group acquired virtual assets for a total cost of
HK$2,162,852 (2025: HK$Nil), comprising USDT (Tether), a US dollar-pegged stablecoin
cryptocurrency. The virtual assets are held for the purpose of a short-term investment, which
the Group expects to realise within twelve months of the reporting date.
The directors have assessed that the virtual assets do not meet the definition of inventories
under IAS 2, as they are not held for sale in the ordinary course of the Group’s business. The
virtual assets are identifiable, non-monetary assets without physical substance and are
accordingly classified and accounted for as intangible assets under IAS 38 (see Note 2.9). No
amortisation or impairment has been recognised in respect of the virtual assets during the year
ended 31 March 2026, as the asset was acquired shortly before the reporting date and is held as
a short-term investment; no indicators of impairment were identified as at 31 March 2026.
Virtual assets are measured at cost less accumulated impairment losses (see Note 2.9). As at 31
March 2026, the carrying amount of the Group’s virtual assets was HK$2,162,852 (2025:
HK$Nil).
The Group is exposed to custody, credit and liquidity risks in respect of its virtual assets, as
described in Note 2.9. The USDT is held by a component (subsidiary) company within the
Group through a third-party custodian, a certified trust company in Hong Kong] As the
Group’s virtual assets comprise USDT, a US dollar-pegged stablecoin, the Group is also
exposed to peg-stability and issuer reserve-backing risk in respect of Tether Limited, as
88
|
Page
PROPERTY, PLANT AND EQUIPMENT
Office | Leasehold | Furniture | ||
equipment | improvement | & fixtures | Total | |
HK$ | HK$ | HK$ | HK$ | |
Cost | ||||
At 1 April 2025 | 845,464 | 147,337 | 78,419 | 1,071,220 |
Additions | 76,416 | - | - | 76,416 |
Disposal | (9,736) | (50,428) | (5,886) | (66,628) |
Exchange realignment | 21,810 | 3,481 | 406 | 31,049 |
At 31 March 2026 | 933,954 | 105,164 | 72,939 | 1,112,057 |
Accumulated Depreciation | ||||
At 1 April 2025 | 461,576 | 43,398 | 6,408 | 511,382 |
Charge for the year | 166,891 | 27,087 | 15,667 | 209,645 |
Exchange realignment | 8,357 | 5,038 | 39 | 13,434 |
Eliminated on disposals | (2,471) | (12,859) | (1,448) | (16,778) |
At 31 March 2026 | 634,353 | 62,664 | 20,666 | 717,683 |
Net Book Value | ||||
At 31 March 2026 | 299,601 | 42,500 | 52,273 | 394,374 |
At 31 March 2025 | 383,888 | 103,939 | 72,011 | 559,838 |
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 | - |
Addition | 819,147 |
At 31 March 2026 | 819,147 |
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 | [●] - |
Charge for the year | 282,672 |
At 31 March 2026 | 282,672 |
Net Book Value | |
At 31 March 2026 | 536,475 |
At 31 March 2025 | - |
89
|
Page
FINANCIAL ASSETS AT FVPL
2026 |
2025 |
||
Notes |
HK$ |
HK$ |
|
Equity investments listed in Hong |
15(a) |
12,432 |
344,105 |
Kong |
|||
12,432 |
344,105 |
(a) . The fair values of the equity investments were determined based on quoted market bid
prices at the end of the reporting period. In light of the sustained decline in the share price
between 2023 and 2025, management decided to dispose of approximately 90% of the shares
held by the Company through the Hong Kong Stock Exchange. The disposal was undertaken
as a commercial investment decision and is not expected to have any direct or indirect impact
on the existing or future business relationship and cooperation arrangements with Hatcher
Group Limited
During the year, 1,220,000 shares in Hatcher Group was disposed for consideration of HK$
456,000, resulting in a gain on disposal of HK$ 105,536, which has been recognised in profit
or loss for the year.
During the year ended 31 March 2026, the group held 5,600 shares with fair value gain on
equity investments of HK$11,868 (2025: Loss HK$661,824) was recognised in profit or loss.
Details of the fair value measurements are set out in note 24 to the consolidated financial
TRADE AND OTHER RECEIVABLES AND DEPOSIT AND PREPAYMENT
2026 |
2025 |
||
Notes |
HK$ |
HK$ |
|
Trade receivables |
16(a) |
384,260 |
772,471 |
Other receivables |
45,370 |
- |
|
429,630 |
772,471 |
||
Deposit and prepayment |
2,054,384 |
2,798,699 |
|
2,484,014 |
3,571,170 |
(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.
TRADE AND OTHER RECEIVABLES AND DEPOSIT AND PREPAYMENT
16.
(CONTINUED)
90
|
Page
Age of trade receivables that are past due but not impaired are as follows:
2026 |
2025 |
|
HK$ |
HK$ |
|
Neither past |
105,585 |
458,643 |
Overdue by: |
||
0 – 30 days |
- |
53,328 |
31 – 60 days |
- |
- |
61 – 90 days |
32,995 |
122,500 |
Over 90 days |
245,680 |
138,000 |
384,260 |
772,471 |
Trade receivables that were past due but not impaired relate to a number of customers that have a
good track record with the Group. As at 31 March 2026, an impairment loss of HK$191,500 has
been provided for trade and other receivables to Mr. Meal Production Limited on trade and other
receivable. The Group does not hold any collateral over these balances.
The Directors consider that the fair values of trade and other receivables, and deposit and
prepayment are not materially different from their carrying amounts except for the amount as
stated above for one of the subsidiary because these balances have short maturity periods on their
LOAN RECEIVABLES
2026 |
2025 |
|
HK$ |
HK$ |
|
Receivables: |
||
- within one year |
2,328,000 |
3,257,981 |
- in the second to fifth years inclusive |
- |
- |
- |
- |
|
Less: Amount shown under current assets |
2,328,000 |
- |
Balance due after one year |
- |
3,257,981 |
Less: Impairment losses |
- |
(3,257,981) |
2,328,000 |
- |
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$3,257,981 were recognised against the loan receivables.
As at 31 March 2026, HC Capital Group Limited had provided unsecured loans to independent
third parties under its money lending licence. These loans bear interest at 2.4% per annum and are
subject to fixed repayment terms. No impairment loss provision was considered necessary for the
year ended 31 March 2026.
These loans are provided to different counterparties from those
impaired in the prior year. No impairment loss provision was considered necessary for the year
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|
Page
CASH AND CASH EQUIVALENTS
2026 | 2025 | |
HK$ | HK$ | |
Cash and bank balance | 2,841,812 | 11,775,409 |
TRADE AND OTHER PAYABLES
2026 | 2025 | |
HK$ | HK$ | |
Trade payables | 320,379 | 302,484 |
Accrued charges and other payables | 3,285,532 | 2,637,182 |
3,605,911 | 2,939,666 | |
Contract liabilities | 5,677,097 | 5,460,205 |
Amount due to a director | 1,609,212 | 1,202,925 |
Amount due to a shareholder | 2,599,990 | 2,538,748 |
13,492,210 | 12,141,544 |
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
BORROWINGS
2026 | 2025 | |
HK$ | HK$ | |
Bank loans - secured | 3,884,491 | 3,884,491 |
Presented by: | ||
- Carrying amount repayable on demand or within | 135,471 | 134,726 |
| one year | ||
- Carrying amount repayable after one year with | 3,749,020 | 3,749,765 |
| repayment on demand clause | ||
3,884,491 | 3,884,491 | |
Less: Amount shown under current liabilities | (3,884,491) | (3,884,491) |
Non-current liabilities | - | - |
Bank borrowings comprise variable interest-bearing facilities obtained for working capital
purposes and bear interest at 3.0% below the Prime Rate per annum (2025: 2.5% below the
Prime Rate per annum). The facilities contain a repayment-on-demand clause and were
originally repayable by 96 unequal monthly instalments commencing one month from the
date of drawdown. No material financial covenants are attached to these borrowings.
BORROWINGS (continued)
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At 31 March 2025, the banking facilities were secured by the joint and several guarantees
provided 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 facilities, and the repayment
schedule was extended to 108 unequal monthly instalments commencing one month from
the drawdown date.
At 31 March 2026, the banking facilities continued to be secured by the joint and several
guarantees provided by Mr. Chi Kit Law. On 23 January 2026, the lending bank approved a
further extension of the loan repayment term from 108 months to 120 months with maturity
date extended until July 2031. In accordance with the loan terms, the Group is required to
make interest-only payments until January 2027 and thereafter, the outstanding principal
together with applicable interest will be repaid over the remaining term of the facility.
The directors assessed the modification and concluded that the revised terms were not
substantially different from the original terms and, accordingly, the modification did not result
LEASE LIABILITIES
The following table illustrates the remaining contractual maturities of the lease liabilities
:
2026 |
2025 |
|
HK$ |
HK$ |
|
Total minimum lease payments: |
||
Due within one year |
429,600 |
- |
Due in the second to fifth years |
133,300 |
- |
562,900 |
- - |
|
Future finance charges on lease liabilities |
(17,273) |
- |
Present value of lease liabilities |
545,627 |
- - |
Present value of liabilities: |
||
Due within one year |
413,175 |
- |
Due in the second to fifth years |
132,452 |
- |
545,627 - |
- - |
|
Less: Portion due within one year included under |
(413,175) |
- |
current liabilities |
||
Portion due after one year included under non-current |
132,452 |
- |
liabilities |
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
93
|
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SHARE CAPITAL
2026 |
2025 |
|
No. of shares |
No. of shares |
|
Issued shares (nominal value of £0.01 per share) |
||
At the beginning of the reporting period |
150,410,420 |
128,534,590 |
Issue of shares |
- |
21,875,830 |
At the end of the reporting period |
150,410,420 |
150,410,420 |
2026 |
2025 |
|
HK$ |
HK$ |
|
Issued shares: |
||
At the beginning of the reporting period |
15,722,041 |
13,535,595 |
Issue of shares |
- |
2,186,446 |
At the end of the reporting period |
15,722,041 |
15,722,041 |
MAJOR NON-CASH TRANSACTIONS
During the year ended 31 March 2026, the Group received non-cash consideration in the form of
Tether ("USDT"), a fiat-backed stablecoin, in settlement of subscription fees, programme fees and
management fee income arising from its business operations. USDT amounting to HK$2,043,481
was received by HC Capital Group Limited under co-branded credit card service arrangements,
while RCPAY Limited received USDT14,599 (equivalent to HK$119,371) in settlement of
management fee income from the provision of business virtual account services to corporate
customers in Hong Kong.
In accordance with the accounting policy for virtual assets set out in
Note 2.9, the USDT is accounted for as an intangible asset . The crypto-assets are held for
administrative and settlement purposes and are maintained in digital wallets under custodian
FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
The Group is exposed to financial risks through its use of financial instruments in its ordinary
course of operations and in its investment activities. The financial risks include market risk
(including foreign currency risk and interest rate risk), credit risk and liquidity risk.
There has been no change to the types of the Group’s exposure in respect of financial instruments
or the manner in which it manages and measures the risks
.
24. FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
(CONTINUED)
94
|
Page
Categories of financial assets and liabilities
The carrying amounts presented in the consolidated statement of financial position relate
to the following categories of financial assets and financial liabilities
:
2026 | 2025 | |
HK$ | HK$ | |
Financial assets | ||
Financial assets at fair value | ||
- Financial assets at FVPL | 12,432 | 344,105 |
Financial assets at amortised costs | ||
- Trade receivables | 384,260 | 772,471 |
- Contract assets | - | 855,410 |
- Other receivables | 45,370 | - |
- Amount due from director | 355,796 | |
- Deposit and prepayment | 2,054,384 | 1,325,157 |
- Cash and cash equivalents | 2,841,812 | 11,775,409 |
5,694,054 | 15,072,552 |
2026 | 2025 | |
HK$ | HK$ | |
Financial liabilities | (Restated) | |
Financial liabilities at amortised cost | ||
- Trade payables | 320,379 | 302,484 |
- Accruals and other payables (note below) | 3,285,532 | 2,637,182 |
- Contract liabilities | 5,677,097 | 5,460,205 |
- Amount due to a director | 1,609,212 | 1,202,925 |
- Amount due to a shareholder | 2,599,990 | 2,538,748 |
- Lease liabilities | 545,627 | - |
- Borrowings | 3,884,491 | 3,884,491 |
17,376,701 | 16,026,035 |
The 2025 comparative financial liabilities have been restated to include accruals and other
24. FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
(CONTINUED)
95
|
Page
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.
2026 |
2025 |
|||
Assets |
Liabilities |
Assets |
Liabilities |
|
HK$ |
HK$ |
HK$ |
HK$ |
|
GBP |
3,300,536 |
11,549,052 |
3,302,669 |
4,817,368 |
SGD |
- |
- |
- |
515,439 |
MYR |
507,303 |
333,589 |
377,551 |
153,729 |
RMB |
555,808 |
1,087,839 |
520,514 |
91,406 |
4,363,647 |
12,970,480 |
4,200,734 |
5,577,942 |
|
24.3
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 (2025: HK$38,845). This is mainly attributable to the Group’s exposure to
interest rates on its variable-rate bank borrowings.
24. FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
(CONTINUED)
96
|
Page
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 2026 refers to the carrying amount of financial assets as disclosed in
note 24.5.
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 2026 is HK$191,500 and HK$
Nil for year ended 31 March 2025 but is still 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
24. FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
(CONTINUED)
97
|
Page
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.
Over 1 | |||||
year | Total | ||||
Within | but | contractual | |||
Carrying | 1 year or | within | Over 5 | undiscounted | |
amount | on demand | 5 years | years | cash flow | |
HK$ | HK$ | HK$ | HK$ | HK$ | |
2026 | |||||
- Trade and other | 3,605,911 | 3,605,911 | - | - | 3,605,911 |
payables | |||||
- Amount due to a | 1,609,212 | 1,609,212 | - | - | 1,609,212 |
director | |||||
- Amount due to a | 2,599,990 | 2,599,990 | - | - | 2,599,990 |
shareholder | |||||
- Bank borrowings | 3,884,491 | 3,884,491 | - | - | 3,884,491 |
11,699,604 | 11,699,604 | - | - | 11,699,604 | |
2025 | |||||
- Trade and other | 2,939,666 | 2,939,666 | - | - | 2,939,666 |
payables | |||||
- Amount due to a | 1,202,925 | 1,202,925 | - | - | 1,202,925 |
director | |||||
- Amount due to a | 2,538,748 | 2,538,748 | - | - | 2,538,748 |
shareholder | |||||
- Bank borrowings | 3,884,491 | 4,254,546 | - | - | 4,254,546 |
10,565,830 | 10,935,885 | - | - | 10,935,885 |
24. FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS
(CONTINUED)
98
|
Page
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
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,
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|
Page
.
DISCONTINUED OPERATIONS
During the year ended 31 March 2025, the Group discontinued the following operations:
a. RCPAY Limited (“RCPAY HK”) – disposed of on 21 November 2024 pursuant to a
sale and purchase agreement with an independent third party for a consideration of
HK$400,000.
b. Regal Crown Technology (Singapore) Pte Ltd – struck off on 10 March 2025.
c. RC365 Solution Sdn Bhd – struck off on 30 March 2025.
d. RC365 Business Advisory Limited – struck off on 25 April 2024.
All of the above disposals and strike-offs were completed during the year ended 31 March
2025. There were no discontinued operations during the year ended 31 March 2026.
a. The Group disposed RCPAY Limited during the year ended 31 March 2025:
1 April 2025 |
1 April 2024 to 21 |
|
| to 31 March 2026 |
November 2024 |
|
HK$ |
HK$ |
|
Loss from the discontinued operations for the year |
- |
(2,657,442) |
Gain on de-consolidation of a subsidiary |
- |
513,061 |
- |
(2,144,381) |
| 1 April 2025 |
1 April 2024 to 21 |
|
to 31 March 2026 |
November 2024 |
|
HK$ |
HK$ |
|
Revenue |
- |
150,000 |
Cost of sales |
- |
(1,098,274) |
Gross (loss)/profit |
- |
(948,274) |
Other income |
- |
110,894 |
Subcontracting fee paid |
- |
- |
Staff costs |
- |
(1,072,500) |
Other operating expenses |
- |
(412,370) |
Depreciation on property, plant and equipment and right- |
- |
(321,376) |
of-use assets |
||
Operating loss |
- |
(2,643,625) |
Finance charges |
- |
(13,817) |
Loss before income tax |
- |
(2,657,442) |
Income tax |
- |
|
Loss for the year |
- |
(2,657,442) |
100
|
Page
DISCONTINUED OPERATIONS (continued)
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 2025 to | 1 April 2024 to | |
31 March 2026 | 10 March 2025 | |
HK$ | ||
Proft/(Loss) from the discontinued operations for the | - | 617,198 |
year | ||
- | 617,198 |
1 April 2025 to | 1 April 2024 to | |
31 March 2026 | 10 March 2025 | |
HK$ | ||
Revenue | - | - |
Gross profit | - | - |
Other income | - | 779,924 |
Staff costs | - | - |
Other operating expenses | - | (136,996) |
Operating loss | - | 642,928 |
Exchange difference | - | (25,729) |
Profit/(Loss) before income tax | - | 617,198 |
Income tax | - | - |
Profit/(Loss) for the year | - | 617,198 |
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|
Page
DISCONTINUED OPERATIONS (continued
)
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 2025 to 30 |
1 April 2024 to 30 |
|
Mach 2026 |
Mach 2025 |
|
HK$ |
HK$ |
|
Loss from the discontinued operations for the year |
- |
(892,518) |
- |
(892,518) |
1 April 2025 to |
1 April 2024 to 30 |
|
30 Mach 2026 |
Mach 2025 |
|
HK$ |
HK$ |
|
Revenue |
- |
- |
Gross profit |
- |
- |
Other income |
- |
34 |
Staff costs |
- |
(578,805) |
Other operating expenses |
- |
(315,854) |
Operating loss |
- |
(894,625) |
Exchange difference |
- |
2,107 |
Loss before income tax |
- |
(892,518) |
Income tax |
- |
- |
Loss for the year |
- |
(892,518) |
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
102
|
Page
MATERIAL RELATED PARTY 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 2025 and
2026 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
in note 19 of the consolidated financial statements. All other transactions are within wholly
CAPITAL COMMITMENTS
CONTINGENT LIABILITIES
As at 31 March 2026, there were contingent liabilities in respect of the following:
(i)
The Group is subject to 50% revenue shares payable to Hatcher Group Limited from the
revenue generated by RC3.0 APP. This shall continue for a term of 15 years commencing
from the date of launch of RC3.0 APP and shall automatically renew for successive term
of 1 year.
(ii)
The Group is subject to 1% revenue payable to YouneeqAI from the revenue generated
from its sales. This will conclude after a period of 10 years and shall automatically renew
ULTIMATE CONTROLLING PARTY
The Directors are of the opinion that the ultimate controlling party was Mr. Chi Kit Law as at 31
103
|
Page
POST BALANCE SHEET EVENTS
1
.
Launch of RC3.0 Application
On 7 June 2026, the Group announced the soft launch of its upgraded flagship mobile
application,RC3.0.
Nature of Event
: The RC3.0 application represents an expansion of the Group's product roadmap,
introducing integrated Banking Virtual Account (BVA) infrastructure for clearing, settlement, and
e-banking solutions, alongside a Merchant Owned Ecosystem POS (MOE-POS) system
supporting digital currency and QR code transactions.
2.
Equity Financings (Placings) and Share Capital Reconstitution
The Company completed two separate equity placings to raise a combined total of £1,250,000
(before expenses) via the issuance of new ordinary shares ranking
pari passu
with existing shares:
June 2026 Placing: On 9 June 2026, the Company conditionally raised gross proceeds of £500,000
through the placing of 25,000,000 new ordinary shares at a price of £0.02 per share. In connection
with this placing, the Company issued 1,500,000 ordinary shares to certain advisors in lieu of
professional fees ("Fee Shares"). Dealings in these shares commenced on 15 June 2026.
July 2026 Placing: On 8 July 2026, the Company raised further gross proceeds of £750,000 through
a secondary placing of 34,090,909 new ordinary shares at a price of £0.022 per share. Dealings in
these shares commenced on or around 14 July 2026.
As a result of these share issuances, the Company’s enlarged issued share capital expanded to
211,001,330 ordinary shares (carrying identical total voting rights), representing a significant post
period dilution and structural alteration to equity.
3. Facilities
Related Party Standby Credit Facility: On 8 July 2026, the Company's wholly owned indirect
subsidiary entered into a US$2.0 million non-dilutive standby credit facility agreement with LYS
Limited. LYS Limited is a substantial shareholder wholly owned and controlled by Chi Kit Law,
the Executive Director and Chief Executive Officer of the Company, qualifying this transaction as
a Related Party Transaction.
The principal commercial terms of the credit facility include:
Term:
24 months from execution.
Cost:
Interest-free with zero commitment, arrangement, or utilisation fees.
Security
: Unsecured; no charges or corporate guarantees have been granted by the Group.
Drawdowns: Subject to 3 business days’ notice and lender availability, with flexible prepayment
options without penalty.
LYS Limited, a substantial shareholder wholly owned and controlled by Chi Kit Law, has agreed
to provide additional US$2.0 million funding, if required.
POST BALANCE SHEET EVENTS (CONTINUED)
104
|
Page
4.
Derivative Financial Instruments (Warrants Issued)
In tandem with the placings and advisory restructurings, the Company generated subsequent
commitments via the issuance of share options/warrants:
Investor Warrants
: Issued on the basis of one warrant for every two shares subscribed for in the
June Placing, amounting to 12,500,000 investor warrants. These instruments carry an exercise price
of £0.025 per share and remain exercisable for three years from the admission date.
Broker Warrants: Appointed broker Bowsprit Partners Limited received two blocks of
performance/service warrants exercisable for a period of three years from their respective
admission dates:
1,750,000 warrants exercisable at £0.02 per share (issued June 2026).
2,386,364 warrants exercisable at £0.022 per share (issued July 2026).
5
. Corporate Appointments
On 9 June 2026, the Company appointed Bowsprit Partners Limited as its Corporate Broker with
immediate effect, expanding their existing mandate as Financial Adviser (held since August 2025)
to provide joint corporate broking and advisory functions moving forward.
6. Change in Shareholding
: On 3 July 2026, Alvar Financial Services Ltd notified RC365
Holding PLC (the "Company") of a change in its major holding of financial instruments in the
Company.
Following the transaction completed on 3 July 2026, Alvar Financial Services Ltd held 9,137,005
voting rights in the Company, representing 4.33% of the Company's total voting rights through an
equity swap arrangement with physical settlement.
As this change in shareholding occurred after the reporting date and relates to conditions arising
subsequent to 31 March 2026, it is considered a non-adjusting post balance sheet event.
Accordingly, no adjustment has been made to the amounts recognised in these financial statements.
As Alvar Financial Services Ltd is not considered a principal shareholder of the Company, the
105
|
Page
Company statement of financial position
as at 31 March 2026
The accompanying notes to the consolidated financial statements on pages 57 to 111 form an integral part
of these consolidated financial statements.
Approved by the Board and authorised for issue on 31 July 2026
Chi Kit LAW
Director
Company Registration number: 13289422
Notes
2026
2025
HK$
HK$
ASSETS
Non-current assets
Investment in subsidiaries
37
1,000,000
2,000,017
Financial assets at FVPL
15
12,432
344,105
1,012,432
2,344,122
Current assets
Amount due from a subsidiary
35
-
230,521
Prepayments
313,165
257,030
Cash and cash equivalents
548,253
347,330
861,418
834,881
Current liabilities
Other payables
2,376,487
1,820,448
Amount due to subsidiaries
35
5,446,429
1,417,321
Amount due to a director
15,600
-
Amount due to a shareholder
19
2,599,990
2,538,739
10,438,506
5,776,507
Net current liabilities
(9,577,088)
(4,941,627)
Non-current liabilities
Contingent consideration –
consideration shares
10,937
10,680
Net liabilities
(8,575,593)
(2,608,184)
EQUITY
Share capital
22
15,722,041
15,722,041
Share premium
72,636,015
72,635,015
Reserves
(59,799)
-
Accumulated Losses
(96,873,850)
(90,966,240)
Total (deficit)/ equity
(8,575,593)
(2,608,184)
106
|
Page
Company statement of changes in equity
for the year ended 31 March 2026
The accompanying notes to the consolidated financial statements on pages 57 to 111 form an integral part
of these consolidated financial statements.
Share
capital
Share
premium
Translation
reserve
Accumulated
losses
Total
HK$
HK$
HK$
HK$
HK$
At 31 March 2024 and
at 1 April 2024
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)
Loss for the year
-
-
-
(5,907,610)
(5,907,610)
Exchange difference
-
-
(59,799)
(59,799)
Total comprehensive
expenses
-
-
(59,799)
(5,907,610)
(5,967,409)
At 31 MARCH 2026
15,722,041
72,636,015
(59,799)
(96,873,850)
(8,575,593)
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|
Page
Company Statement of Cashflows
for the year ended 31 March 2026
The accompanying notes to the consolidated financial statements on 57 to 111 form an integral part of
these consolidated financial statements.
2026
2025
HK$
HK$
Cash flows from operating activities
Loss before income tax
(5,907,610)
(46,769,021)
Adjustments for:
Amortisation of intangible assets
-
2,260,875
Fair value (gain) loss on financial assets at FVPL
(11,868)
661,824
Fair value gain on contingent consideration
-
(60,651)
impairment of intangible assets
-
19,029,031
Impairment losses on investment in and receivables from
subsidiary
1,664,445
18,876,839
Gain on disposal of a subsidiary
-
(398,336)
Loss on strike off of subsidiaries
-
448,586
Gain on disposal of financial assets at FVPL
(105,577)
-
Operating cashflow before working capital changes
(4,360,610)
(5,950,853)
(Increase)/ decrease in amount due from a subsidiary
(433,907)
1,123,659
Increase in other payables
510,265
864,183
Increase in prepayments
(50,698)
(253,976)
Decrease/(Increase) in other receivables
-
103,549
Increase in amount due to subsidiaries
4,029,108
1,418,404
Increase in amount due to a director
15,600
-
Increase in amount due to a shareholder
-
-
Net cash used in operating activities
(290,242)
(2,695,029)
Cashflow from investing activities
Proceeds from disposal of financial assets at FVPL
456,537
-
Net cash inflow for the disposal of subsidiaries - RC Pay HK
400,000
Net cash generated from/(used in) investing activities
456,537
400,000
Cashflow from financing activities
Repayment of convertible loan note
-
(1,523,250)
Proceeds from issue of convertible loan note
-
4,019,333
Net cash from financing activities
-
2,496,083
Net change in cash and cash equivalents
166,295
201,054
Effect of exchange rate changes
34,628
105,178
Cash and cash equivalents at beginning of the year
347,330
41,098
Cash and cash equivalents at the end of the year
548,253
347,330
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32.
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$"), which is the Group's
functional and presentational currency, and rounded to the nearest dollar. In addition, investments
in subsidiaries are stated at cost less, where appropriate, provision for impairment
.
33.
LOSS ATTRIBUTABLE TO SHAREHOLDERS
Under section 408 of the Companies Act 2006, the Company is exempt from the requirement to
present its own income statement. The loss attributable to the Company for the year ended 31
March 2026 was HK$ 5,907,610. (2025: loss of HK$ 46,769,021)
34.
STAFF COSTS
The Company had no employees (other than the Directors) during the years ended 31 March 2026
and 31 March 2025. All staff and Executive Directors are employed and compensated directly by
the wholly owned operating subsidiaries of the Group. Consequently, no staff costs or Executive
Directors' remuneration were incurred by the Company.
The remuneration of the Non-Executive Directors is borne directly by the Company.
35.
AMOUNT DUE FROM A SUBSIDIARY/DUE TO A SUBSIDIARY
The balances receivable and payable from subsidiaries are unsecured, interest-free and repayable
on demand. As at 31 March 2026, an impairment loss on receivables from subsidiaries amounted
to HK$664,428 was recognised relating to receivable from Cast Great Investment for HK$ 295,493
and HC Capital Group for HK$ 368,935
36.
FINANCIAL INSTRUMENTS
36.1
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.
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36
. FINANCIAL INSTRUMENTS (CONTINUED
)
36.2
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.
36.3
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.
36.4
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.
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37.
INVESTMENT IN SUBSIDIARIES
2026
2025
HK$
HK$
At 1 April
2,000,017
10,516,018
Addition
-
8
Impairment losses
(1,000,017)
(8,516,009)
1,000,000
2,000,017
Impairment losses on investment in subsidiaries of HK1,000,017 was recognised during the year
end 31 March 2026. (2025: HK$8,516,009). 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.
Particulars of the Company’s subsidiaries as at 31 March 2026 are as follows:
Name of
subsidiary
Place /
country of
incorporatio
n 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$10,300,001
100%
-
IT software
development.
RC365 Global
Limited
British Virgin
Islands
USD50,000
-
100%
Finance and
treasury centre
of the Group.
RCPAY Limited
England and
Wales
GBP 1
100%
-
Provision of
exchange and
remittance
services and
licensed small
payment
services.
Mr. Meal
Production Limited
Hong Kong
HK$ 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.
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
RC365 Technology
Sdn. Bhd.
Malaysia
RM 1,500,000
-
100%
IT software
development
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