UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2025

 

Commission File Number 001-41879

 

GARDEN STAGE LIMITED

(Translation of registrant’s name into English)

 

30/F, China Insurance Group Building
141 Des Voeux Road Central
Central, Hong Kong
Tel: +852 2688 6333

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

☒ Form 20-F     ☐ Form 40-F

 

 

 

 

 

 

Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Garden Stage Limited Announces Unaudited Financial Results for the First Half of Fiscal Year 2025
99.2  

Management’s Discussion And Analysis Of Financial Condtion And Results Of Operations

101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: January 24, 2025 GARDEN STAGE LIMITED
     
  By: /s/ Sze Ho, CHAN
  Name:  Sze Ho, CHAN
  Title: Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

GARDEN STAGE LIMITED

 

ANNOUNCES UNAUDITED FINANCIAL RESULTS FOR THE FIRST HALF OF FISCAL YEAR 2025

 

TABLE OF CONTENTS

 

Unaudited Condensed Consolidated Financial Statements for the Six Months Ended September 30, 2024, 2023 and 2022  
   
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and Consolidated Balance Sheets as of March 31, 2024 F-2
   
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended September 30, 2024, 2023 and 2022 F-3
   
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended September 30, 2024, 2023 and 2022 F-4
   
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2024, 2023 and 2022 F-5
   
Notes to Unaudited Condensed Consolidated Financial Statements F-6 – F-30

 

F-1

 

 

Garden Stage Limited

Unaudited Condensed Consolidated Balance Sheets

(Expressed in U.S. Dollars, except for the number of shares)

 

   As of 
   September 30,   March 31, 
   2024   2024 
Assets        
Current assets        
Cash  $863,069   $2,665,852 
Restricted cash   7,106,990    6,272,350 
Receivables from broker-dealers and clearing organizations   941,028    609,939 
Receivables from customers, net   971,356    248,063 
Receivables from customers-related party, net   
-
    3,709 
Amounts due from related party, net   3,885    3,858 
Other assets, current, net   2,372,459    2,452,655 
Total current assets   12,258,787    12,256,426 
           
Non-current assets          
Operating lease right-of-use assets   234,426    280,903 
Deferred tax assets, net   8,430    2,660 
Property and equipment, net   209,358    20,302 
Intangible assets   64,352    63,891 
Other assets, non-current, net   2,837,456    3,959,651 
Total non-current assets   3,354,022    4,327,407 
           
Total assets  $15,612,809   $16,583,833 
           
Liabilities and shareholders’ equity          
           
Liabilities          
Current liabilities          
Payables to customers  $6,675,408   $6,135,327 
Payables to customers-related parties   639,714    635,249 
Payables to broker-dealers and clearing organizations   1,046,204    138,513 
Income tax payable   16,455    15,855 
Operating lease liabilities, current   115,566    91,990 
Accrued expenses and other liabilities   77,051    83,479 
Total current liabilities   8,570,398    7,100,413 
           
Non-current liabilities          
    Operating lease liabilities, non-current   140,981    197,932 
Total non-current liabilities   140,981    197,932 
           
Total liabilities   8,711,379    7,298,345 
           
Commitments and contingencies   
-
    
-
 
           
Shareholders’ equity          
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized;          
15,625,000 shares issued and outstanding as of September 30, 2024 and March 31, 2024 respectively *   1,563    1,563 
Additional paid-in capital   14,876,043    14,033,722 
Accumulated deficit   (7,943,698)   (4,668,973)
Accumulated other comprehensive losses   (32,478)   (80,824)
Total shareholders’ equity   6,901,430    9,285,488 
           
Total liabilities and shareholders’ equity  $15,612,809   $16,583,833 

 

*Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-2

 

 

Garden Stage Limited

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollar, except for the number of shares)

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Revenues            
Advisory fees  $
-
   $321,558   $
-
 
Brokerage commissions   151,452    158,209    351,139 
Brokerage commissions-related parties   11,922    1,180    71,187 
Due diligence service fees   39,698    
-
    
-
 
Handling income   44,480    43,516    18,123 
Handling income-related parties   
-
    2,057    
-
 
Introducing and referral income   329,534    159,129    224,865 
Investment management fee income   7,826    
-
    18,658 
Investment management fee income-related party   
-
    
-
    2,088 
Underwriting and placement income   82,251    39,765    414,657 
Interest income and others   35,157    24,141    73,643 
Interest income and others-related parties   2,019    1,071    5,742 
Total revenues   704,339    750,626    1,180,102 
                
Expenses               
    Allowance for expected credit losses   48,387    
-
    
-
 
Brokerage, clearing and exchange fees   300,745    22,524    40,772 
Communications and technology   693,453    65,586    62,117 
Compensation and benefits   1,682,921    757,189    1,060,491 
Deprecation   14,578    4,776    5,131 
Loss on disposal of property and equipment   15,291    
-
    
-
 
Occupancy costs   92,826    40,967    44,162 
Professional fees   318,397    239,733    349,550 
Travel and business development   740,263    314,890    135,176 
Other administrative expenses   77,441    44,967    45,456 
Total expenses   3,984,302    1,490,632    1,742,855 
                
Loss before income taxes   (3,279,963)   (740,006)   (562,753)
Income tax benefit (expense)   5,238    (11,654)   171 
Net loss   (3,274,725)   (751,660)   (562,582)
                
Other comprehensive income (loss)               
Foreign currency translation adjustments   48,346    6,436    (89)
Total comprehensive loss  $(3,226,379)  $(745,224)  $(562,671)
                
Loss per share:               
Basic and diluted  $0.21   $0.06   $0.05 
                
Weighted average number of ordinary shares outstanding:               
Ordinary shares - Basic and diluted *   15,625,000    12,618,552    11,475,000 

 

*Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-3

 

 

Garden Stage Limited

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in U.S. dollar, except for the number of shares)

 

Six months ended September 30, 2022

 

   Ordinary shares *       Retained
earnings
   Accumulated
other
     
   Number issued   Amount   Subscription
receivables
   (Accumulated
deficit)
   comprehensive
income
   Total 
Balance as of March 31, 2022   11,475,000   $1,148   $(1,148)  $127,674   $1,028   $128,702 
Net loss   -    
-
    
-
    (562,582)   
-
    (562,582)
Foreign currency translation adjustments   -    
-
    
-
    
-
    (89)   (89)
Balance as of September 30, 2022   11,475,000   $1,148   $(1,148)  $(434,908)  $939   $(433,969)

 

Six months ended September 30, 2023

 

   Ordinary shares *   Additional       Accumulated
other
     
   Number issued   Amount   paid-in
capital
   Accumulated
deficit
   comprehensive
income
   Total 
Balance as of March 31, 2023   11,475,000   $1,148   $2,024,327   $(79,495)  $1,026   $1,947,006 
Issuance of ordinary shares   1,275,000    127    794,771    
-
    
-
    794,898 
Net loss   -    
-
    
-
    (751,660)   
-
    (751,660)
Foreign currency translation adjustments   -    
-
    
-
    
-
    6,436    6,436 
Balance as of September 30, 2023   12,750,000   $1,275   $2,819,098   $(831,155)  $7,462   $1,996,680 

 

Six months ended September 30, 2024

 

   Ordinary shares *   Additional       Accumulated
other
     
   Number
issued
   Amount   paid-in
capital
   Accumulated
deficit
   comprehensive
loss
   Total 
Balance as of March 31, 2024   15,625,000   $1,563   $14,033,722   $(4,668,973)  $(80,824)  $9,285,488 
Net loss   -    
-
    
-
    (3,274,725)   
-
    (3,274,725)
Share based awards of the Group   -    
-
    842,321    
-
    
-
    842,321 
Foreign currency translation adjustments   -    
-
    
-
    
-
    48,346    48,346 
Balance as of September 30, 2024   15,625,000   $1,563   $14,876,043   $(7,943,698)  $(32,478)  $6,901,430 

 

*Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-4

 

 

Garden Stage Limited

Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollar)

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Cash flows from operating activities:            
Net loss  $(3,274,725)  $(751,660)  $(562,582)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:               
Depreciation   14,578    4,776    5,131 
Allowance for expected credit losses   48,387    
-
    
-
 
Amortization of operating lease right-of-use assets and interest of lease liabilities   53,950    34,961    35,751 
Loss on disposal of property and equipment   15,291    
-
    
-
 
Share based compensation expenses   835,967    
-
    
-
 
Deferred tax benefits   (5,721)   (271)   (171)
Change in operating assets and liabilities:               
Receivables from broker-dealers and clearing organizations   (325,055)   4,222,005    (180,720)
Receivables from customers   (762,796)   1,272,712    375,930 
Other assets   1,242,619    (247,491)   (4,043)
Payables to customers   493,237    (2,297,307)   4,513,081 
Payables to broker-dealers and clearing organizations   902,154    (1,990,199)   (105,413)
Operating lease liabilities   (40,979)   (38,435)   (38,365)
Income tax payable   483    11,925    
-
 
Accrued expenses and other liabilities   (6,994)   (17,356)   (53,535)
Net cash (used in) provided by operating activities   (809,604)   203,660    3,985,064 
                
Cash flows from investing activity:               
Purchases of property and equipment   (217,833)   
-
    (22,171)
Net cash used in investing activity   (217,833)   
-
    (22,171)
                
Cash flows from financing activities:               
Payments of offering costs related to IPO   
-
    (249,246)   (166,906)
Deposits received related to subscribed shares   
-
    
-
    795,187 
Net cash (used in) provided by financing activities   
-
    (249,246)   628,281 
                
Effect of exchange rate changes on cash and restricted cash   59,294    15,204    (19,109)
Net (decrease) increase in cash and restricted cash   (968,143)   (30,382)   4,572,065 
Cash and restricted cash, beginning of period   8,938,202    6,317,200    7,842,802 
Cash and restricted cash, end of period   7,970,059    6,286,818    12,414,867 
                
Reconciliation of cash and restricted cash to the consolidated balance sheets               
Cash  $863,069   $676,873   $1,620,180 
Restricted cash   7,106,990    5,609,945    10,794,687 
Total cash and restricted cash  $7,970,059   $6,286,818   $12,414,867 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-5

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

1. Organization and Description of Business

 

Garden Stage Limited (“GSL”) (“the Company”) is a company incorporated in the Cayman Islands with limited liability on August 11, 2022. GSL is an ultimate holding company with no operations.

 

17 Uno Limited (“17 Uno”), a wholly-owned subsidiary of GSL, is a company incorporated in the British Virgin Islands with limited liability on August 17, 2022. 17 Uno has a share capital of US$1 and is an investment holding company with no operations.

 

I Win Holdings Limited (“IWHL”) is a company incorporated in Hong Kong with limited liability on March 25, 2020. IWHL has a share capital of HK$15,901,000 (approximately $2.0 million) and is an investment holding company with no operations.

 

I Win Securities Limited (“IWSL”), a wholly-owned subsidiary of IWHL, is a company incorporated in Hong Kong with limited liability on November 10, 2016. IWSL has a share capital of HK$19,000,000 (approximately $2.4 million). IWSL is licensed with the Hong Kong Securities and Futures Commission (“HKSFC”) to carry out regulated activities including Type 1 activity “Dealing in Securities” as defined under the Hong Kong Securities and Futures Ordinance (“HKSFO”). IWSL is also a participant of the Stock Exchange of Hong Kong Limited (“SEHK”) and Hong Kong Securities Clearing Company Limited and holds one trading right with SEHK.

 

I Win Asset Management Limited (“IWAML”), a wholly-owned subsidiary of IWHL, is a company incorporated in Hong Kong with limited liability on March 25, 2020 with a share capital of HK$900,000 (approximately $0.1 million). IWAML is licensed with the HKSFC to carry out regulated activities including Type 4 activity “Advising on Securities” and Type 9 activity “Asset Management” as defined under the HKSFO.

 

IWSL has one wholly-owned subsidiary, China Union Financial Holding Limited (“CUFH”) which is a company incorporated in the British Virgin Islands on June 17, 2016. CUFH has a share capital of US$1,000 with no operations.

 

GSL together with its subsidiaries (collectively, “the Group”) is primarily engaged in providing investment advisory services, securities brokerage, underwriting and placement, and other financial services to a wide range of customers in Hong Kong. The Group primarily generates advisory fees by acting as investment advisor for its customers, brokerage commissions by enabling its customers to trade on multiple exchanges around the globe and underwriting and placement income by underwriting or arranging placement of securities for its customers.

 

The Company completed its initial public offering on the NASDAQ on December 1, 2023, issuing 2,500,000 ordinary shares at a price of $4.00 per share. In addition, the Company entered into an underwriting agreement with the underwriter on November 30, 2023, which granted the underwriter a 45-day option to purchase up to an additional 375,000 ordinary shares at the public offering price of $4 per share, less underwriting discounts, to cover any over-allotment. Subsequently, on December 4, 2023, the underwriter exercised the over-allotment option in full, purchasing an additional 375,000 ordinary shares at the public offering price of $4 per share. The initial public offering and the exercise of the over-allotment option closed on December 5, 2023, with gross proceeds totaling $11,500,000, before deducting underwriting discounts and offering expenses. The ordinary shares began trading on December 1, 2023 on The Nasdaq Capital Market and commenced trading under the ticker symbol “GSIW”.

 

Reorganization

 

Reorganization of the legal structure of the Group (“Reorganization”) has been completed on April 3, 2023 by carrying out a sequence of contemplated transactions, where the Company becomes the holding company of all entities discussed above.

 

Prior to the reorganization, all entities discussed above were all effectively controlled by Smark Holding Limited (“Smark”), a company incorporated in the British Virgin Islands, and Lobster Financial Holdings Limited (“Lobster”), a company incorporated in the British Virgin Islands, which together held more than 50% voting rights in all these entities. Ultimately through Smark and Lobster, Ms. Fung Yee Lin, Mr. Wong Wai Kuen and Ms. Zhu Yun, together held more than 50% voting rights and maintained effective control in all these entities.

 

The Reorganization was to eventually transfer 100% of ownership interests in IWSL and IWAML to GSL.

 

F-6

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

1. Organization and Description of Business (Continued)

 

Reorganization on June 24, 2022

 

With the approval obtained from HKSFC, 100% ownership interests in IWSL and IWAML were transferred from Smark and Lobster to IWHL on June 24, 2022.

 

Before and after the Reorganization at IWHL’s level, IWHL, IWSL and IWAML, were ultimately and effectively controlled by the same group of controlling shareholders who collectively hold more than 50% voting rights in these entities. Therefore, the Reorganization is considered common control transaction according to ASC 805-50.

 

Reorganization on April 3, 2023

 

Subsequent to the Reorganization at IWHL’s level, the Company was incorporated on August 11, 2022 with the only aim and purpose to become the holding company of the Group and the issuer in connection with its planned initial public offering in the United States. With further approval obtained from HKSFC, via 17 Uno which has been the wholly owned subsidiary of the Company since incorporation, 100% ownership interests in IWHL were then transferred from Smark, Lobster and other shareholders to the Company on April 3, 2023.

 

Before and after the Reorganization at the Company’s level, the Company and IWHL, had exactly the same shareholding structure and were ultimately and effectively controlled by the same group of controlling shareholders who collectively hold more than 50% voting rights in these entities. Therefore, the Reorganization is considered common control transaction according to ASC 805-50.

 

The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.

 

The unaudited condensed consolidated financial statements of the Group include the following entities:

 

    Date of   Place of   % of   Principal  
Name of Entity   Incorporation   Incorporation   Ownership   Activities  
17 Uno Limited (“17 Uno”)   August 17, 2022   British Virgin Islands   100%   Investment holding  
I Win Holdings Limited (“IWHL”)   March 25, 2020   Hong Kong   100%   Investment holding  
I Win Securities Limited (“IWSL”)   November 10, 2016   Hong Kong       100%   Carrying out regulated activities including Type 1 activity “Dealing in Securities” under HKSFO  
I Win Asset Management Limited (“IWAML”)   March 25, 2020   Hong Kong       100%   Carrying out regulated activities including Type 4 activity “Advising on Securities” and Type 9 activity “Asset Management” under HKSFO  
China Union Financial Holding Limited (“CUFH”)   June 17, 2016     British Virgin Islands     100%   Investment holding    

 

F-7

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies

 

Basis of presentation and principle of consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements as of and for the six months ended September 30, 2024, 2023 and 2022 include all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows for such interim periods. The results of operations for the six months ended September 30, 2024, 2023 and 2022 are not necessarily indicative of results to be expected for the full year ending March 31, 2025, 2024 and 2023. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended March 31, 2024, 2023 and 2022.

 

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 

Use of estimates and assumptions

 

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, allowance for expected credit losses, determination of the useful lives of long-lived assets, impairment of long-lived assets, allowance for deferred tax assets, recognition and measurement of operating lease right-of-use assets, operating lease liabilities, and fair value and estimation of forfeiture of share based payment. Actual results could differ from the estimates, and as such, differences could be material to the unaudited condensed consolidated financial statements.

 

Adoption of new accounting standard

 

In March, 2022, the FASB issued ASU 2022-02 — Financial Instruments — Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This standard eliminates the accounting guidance on TDRs for creditors in ASC 310-40 and amends the guidance on “vintage disclosures” to require disclosure of current period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for any entities that have adopted ASU 2016-13 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Group adopted the ASU prospectively on April 1, 2023. The adoption of this standard did not have a material impact on the unaudited condensed consolidated financial statements.

 

Cash

 

Cash include balances maintained with banks in Hong Kong that can be added or withdrawn without limitation.

 

Restricted cash

 

Restricted cash represents bank balances the Group holds on behalf of its customers. The Group maintains segregated accounts with banks in Hong Kong to hold customers’ monies arising from its normal course of business. These segregated customers’ monies are strictly restricted for customers’ transactions and governed by the Securities and Futures (Client Money) Rules under the HKSFO. Such regulations are promulgated to protect customers’ assets. The Group has classified such segregated customers’ monies as restricted cash. Corresponding payables to customers are recorded upon receipt of cash from or for the customers.

 

F-8

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

Receivables from broker-dealers and clearing organizations

 

Receivables from broker-dealers and clearing organizations represent balances due from broker-dealers and clearing organizations, including cash deposits placed, net commission receivables, receivables arising from unsettled trades on trade-date basis.

 

Receivables from broker-dealers and clearing organizations are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is the Group’s best estimate of the amount of probable credit losses in the Group’s existing receivables from broker-dealers and clearing organizations. The Group assesses collectability by reviewing receivables from broker-dealers and clearing organizations on a collective basis where similar characteristics exist or on an individual basis when the Group identifies specific broker-dealers and clearing organizations with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, the Group considers historical collectability based on past due status, the age of the balances of receivables from broker-dealers and clearing organizations, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from counterparties. Under this accounting guidance, the Group measures credit losses on its receivables from broker-dealers and clearing organizations using the current expected credit loss model under ASC 326. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2024 and March 31, 2024, no allowance for expected credit losses were recorded, respectively.

 

Receivables from customers

 

Receivables from customers include (i) amounts due on brokerage transactions on trade-date basis and those not yet settled by customers on settlement dates; (ii) fee receivables related to advisory services, due diligence services, introducing and referral services, investment management services and underwriting and placement services provided.

 

Receivables from customers are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is the Group’s best estimate of the amount of probable credit losses in the Group’s existing receivables from customers. The Group assesses collectability by reviewing receivables from customers on a collective basis where similar characteristics exist, primarily based on similar business line, service or product offerings and on an individual basis when the Group identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, the Group considers historical collectability based on past due status, the age of the balances of receivables from customers, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from counterparties. Under this accounting guidance, the Group measures credit losses on its receivables from customers using the current expected credit loss model under ASC 326. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2024 and March 31, 2024, the Group provided allowance for expected credit losses of $55,554 and $6,641, respectively.

 

Expected credit loss

 

ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Group adopted the new standard effective April 1, 2023, the first day of the Group’s fiscal year and applied to receivables from customers, amounts due from a related party and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows.

 

F-9

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

Leases

 

The Group is a lessee of non-cancellable operating leases for corporate office premises. The Group determines if an arrangement is a lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. All leases of the Group are currently classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Group’s unaudited condensed consolidated balance sheets.

 

ROU assets represent the Group’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term.

 

When determining the lease term, at lease commencement date, the Group considers options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option. The interest rate used to determine the present value of future lease payments is the Group’s incremental borrowing rate based on the information available at the lease commencement date.

 

The lease standard (ACS 842) provides practical expedients for an entity’s ongoing accounting. The Group elects to apply short-term lease exception for leases with a lease term of 12 months or less at commencement. Accordingly, ROU assets and operating lease liabilities do not include leases with a lease term of 12 months or less.

 

The Group also elects to adopt the practical expedient that allows lessee to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include building management fees, utility expenses and property taxes included and payable in the lease contract. These non-lease components are not separated from the lease components to which they relate and are collectively reflected as occupancy costs in the unaudited condensed consolidated statement of operations and comprehensive loss.

 

The Group evaluates the impairment of its ROU assets consistently with the approach applied for its other long-lived assets. The Group reviews the recoverability of its long-lived assets when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the assets from the expected undiscounted future pre-tax cash flows of the related operations. For the six months ended September 30, 2024, 2023 and 2022, the Group did not recognize any impairment loss against its ROU assets.

 

Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method based on the estimated useful life. The estimated useful lives of property and equipment are as follows:

 

Computer equipment 3 years
Furniture and office equipment 5 years
Leasehold improvements Shorter of lease term or 5 years

 

Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss under other income or expenses.

 

Intangible assets

 

Intangible assets are originally recognized at cost. The useful lives of intangible assets are assessed to either be finite or indefinite based on the nature of the intangible assets. The Group’s intangible assets represent eligibility rights to trade on or through SEHK. Management has determined that such assets have indefinite useful lives. These intangible assets are not amortized and are tested for impairment annually either individually or at the cash-generating unit level. These intangible assets are also evaluated annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.

 

F-10

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

Impairment of long-lived assets

 

The Group reviews long-lived assets, including property and equipment, ROU assets and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For the six months ended September 30, 2024, 2023 and 2022, no impairment of long-lived assets was recognized.

 

Payables to customers

 

Payables to customers arise from the Group’s brokerage business and include cash deposits received by the Group from the customers and payables arising from unsettled trades on trade-date basis.

 

Payables broker-dealers and clearing organizations

 

Payables broker-dealers and clearing organizations represent balances due to broker-dealers and clearing organizations, including net commission payables and payables arising from unsettled trades on trade-date basis.

 

Revenue recognition

 

a) Revenue from contracts with customers

 

The Group follows the rules and guidance set out under ASC 606, Revenue from Contracts with Customers (“ASC 606”), when recognizing revenue from contracts with customers. The core principle of ASC 606 requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when the Group satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those services. The following five steps are applied to achieve that core principle:

 

Step 1: Identify the contract with the customer

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to the performance obligations in the contract

 

Step 5: Recognize revenue when the company satisfies a performance obligation.

 

The Group identifies each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Group applies a practical expedient to expense costs as incurred for those suffered in order to obtain a contract with a customer when the amortization period would have been one year or less. The Group has no material incremental costs of obtaining contracts with customers that the Group expects the benefit of those costs to be longer than one year, which need to be recognized as assets.

 

F-11

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

The Group’s principal revenue streams include:

 

Advisory fees

 

The Group provides investment advisory services by acting as advisor for its customers in return for advisory fees. The Group enters into distinct agreements with its customers for the provision of financial advisory services. The financial advisory service is distinct and identified as one performance obligation. Revenue from advisory fees is recognized over time when the performance is satisfied throughout the contract terms and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods.

 

According to the agreement, the customer is required to pay a monthly fee for investment advisory services. The payment is due from the date of billing.

 

Brokerage commissions

 

The Group earns fees and commissions from securities brokerage services based on a fixed rate for each transaction. When a customer executes a securities trading transaction with the Group, brokerage commission is recognized upon the completion of the transaction. Only a single performance obligation is identified for each securities trading transaction, and the performance obligation is satisfied on the trade date because this is when the underlying financial instrument is identified, the pricing of brokerage service is agreed upon and the promised services are delivered to customers. Brokerage commissions are recognized at a point in time on the trade date. The securities trading transaction could not be cancelled once it is executed and is not refundable, so returns and allowances are not applicable.

 

The customer is required to pay a fixed rate of the brokerage commissions for each securities brokerage transaction and payment is due within two days from the trade date.

 

Due diligence service fees

 

The Group enters into a distinct due diligence services agreement with its customers for providing them with due diligence report in return for a one-time fixed due diligence service fee. The Group is obligated to deliver its customers due diligence reports. The due diligence services the Group promises to provide to its customers are considered distinct and are therefore considered to be a single performance obligation. Before the full and complete delivery of the services, the customers cannot benefit from the performance and cannot control the work in progress. The Group controls the rights to the services, which are not associated with any progress payments. As a result, revenue from providing business due diligence services does not meet the criteria of recognizing revenue over time. The revenue is therefore recognized at a point in time when the transaction is completed and the Group’s performance obligation is fulfilled, as evidenced by the delivery of the complete due diligence report.

 

Payment is due from the date of billing and all due diligence services were completed prior to September 30, 2024.

 

Handling income

 

The Group provides other financial services including dividend collection and custodian services, and earns handling income in return for these services provided.

 

Custodian services – The Group enters into distinct custodian agreements with its customers for the provision of custodian and administration services. Among all other services provided, the Group earns a fee by assisting its customers in transferring the physical shares certificates they hold into Central Clearing and Settlement System (CCASS), a centralized electronic book-entry clearing and settlement system for transactions of securities listed in SEHK, for custodian purposes. The Group earns a fee based on a fixed rate of the value of shares in concern. The custodian agreement is distinct and is identified as one performance obligation. Revenue is recognized at a point in time upon the completion of the transaction.

 

Dividend collection – When the securities held by its customers have any corporate action, the Group may act as the agent of its customers in processing and collecting the related dividends. The Group earns a fee based on a fixed rate of the amount of dividend in concern. Only a single performance obligation is identified in the contract and income from dividend collection services is recognized at a point in time upon the completion of the transaction.

 

According to the agreement, the customer is required to pay a handling fee for custodian service at fixed amount and a fee for dividend collection at a fixed percentage on the dividends collected for each transaction. Payment is due upon completion of services.

 

F-12

 

  

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

Introducing and referral income

 

The Group derives introducing and referral income from the introduction of customers to other financial service providers or other interested parties. The Group enters into distinct referral agreements with these parties in relation to the introducing and referral services rendered and the fee is crystalized at the point when the referees executed a transaction with these parties. Under the distinct referral agreements the Group has in place, the Group is not subject to any minimum referral numbers, any committed targets nor any other obligations once the referral is made. No claw back or adjustments to the income are allowed under these agreements. Revenue from providing introducing and referral services is recognized at a point in time when the transaction and the performance is completed.

 

According to the agreement, the customer is required to pay an introducing and referral fee on a monthly basis. The payment is due from the date of billing.

 

Investment management fee income

 

The Group provides investment management service by acting as investment manager for its customers in return for investment management fee income. The Group enters into distinct investment management agreements with its customers for the provision of investment management service. The investment management service is distinct and is identified as one performance obligation. Revenue from investment management service is recognized over time when the performance is satisfied throughout the contract terms and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods.

 

According to the agreement, the customer is required to pay a monthly fee for investment management services. The payment is due from the date of billing.

 

Underwriting and placement income

 

The Group provides underwriting and placement services by acting as an underwriter, global coordinator, book runner or lead manager for securities issuances and bonds placements, in return for underwriting and placement income.

 

The Group enters into a distinct underwriting or placement agreement with its customers, i.e. corporate issuers, for the provision of underwriting and placement services. The underwriting and placement service is distinct and is identified as one performance obligation. As stipulated in the underwriting and placement agreement, the Group will charge an underwriting and placement income based on certain percentage of the funds raised in the transaction, either initial public offerings or other fundraising or placement activities.

 

Revenue from providing underwriting and placement services to customers is recognized at a point in time when the transaction and the performance is completed, which is generally at the completion of the public offering, i.e., listing of the securities on relevant exchanges, or the completion of a placement.

 

For certain underwriting and placement projects, the Group will reduce its commitments and exposures by having sub-underwriting and sub-placement arrangements with other broker-dealers. Generally, the terms of these sub-underwriting and sub-placement arrangements would mirror the master underwriting and placement agreements the Group has in place with its customers but give a concession fee to these broker-dealers for services rendered under the sub-underwriting and sub-placement arrangements.

 

The Group follows the rules and guidance set out under ASC 606 when determining whether it is acting as a principal or an agent in the contract with its customers. The core principle of ASC 606 requires an entity to determine whether the nature of its promise is a performance obligation to provide the services itself (that is, the entity is a principal) or to arrange for those services to be provided by the other party (that is, the entity is an agent). The following steps are applied to achieve that core principle:

 

Step 1: Identify the specified services to be provided to the customer

 

Step 2: Assess whether it controls each specified service before that service is transferred to the customer

 

Under the underwriting and placement agreements the Group has in place with its customers, the Group has a primary responsibility in rendering the underwriting and placement services and meeting the specific requirements set out in these agreements. The whole process is primarily controlled by the Group who decides to whom the offering shares it may sell and, if it thinks fit, has the full discretionary authority in engaging any broker-dealer for such sub-underwriting and sub-placement arrangements without the consent from its customers. The Group has the primary responsibility in the function. The Group also has full authority in negotiating and setting the fees with its customers and broker-dealers and deciding the margin on each project without the consent from other parties. Accordingly, the Group has full control on the underwriting and placement services it offers to the customers and is a principal in the contracts. The Group recognizes revenue at the gross amount it is entitled to from its customers.

 

The agreement of underwriting and placement services requires payment following the completion of services.

 

F-13

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

Sources of revenue

 

Disaggregated information of revenue by major sources are as follows:

 

  

For the Six Months Ended

September 30, 2024

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $128,581   $2,010   $130,591 
exchanges in United States   22,871    9,912    32,783 
                
Due diligence service fees   39,698    
-
    39,698 
                
Handling income on               
custodian services   13,463    
-
    13,463 
dividend collection   31,017    
-
    31,017 
                
Introducing and referral income   329,534    
-
    329,534 
                
Underwriting and placement income related to               
equity securities   82,251    
-
    82,251 
                
Revenue from contracts with customers recognized over time               
Investment management fee income   7,826    
-
    7,826 
                
Revenue from other sources               
Interest income and others (note)   35,157    2,019    37,176 
   $690,398   $13,941   $704,339 

 

  

For the Six Months Ended

September 30, 2023

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $155,579   $302   $155,881 
exchanges in United States   2,630    878    3,508 
                
Handling income on               
custodian services   36,714    2,056    38,770 
dividend collection   6,802    1    6,803 
                
Introducing and referral income   159,129    
-
    159,129 
                
Underwriting and placement income related to                
equity securities   39,765    
-
    39,765 
                
Revenue from contracts with customers recognized over time               
Advisory fees   321,558    
-
    321,558 
                
Revenue from other sources               
Interest income and others (note)   24,141    1,071    25,212 
   $746,318   $4,308   $750,626 

 

F-14

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

  

For the Six Months Ended

September 30, 2022

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $73,673   $10,752   $84,425 
exchanges in United States   247,480    60,435    307,915 
other exchanges   29,986    
-
    29,986 
                
Handling income on               
custodian services   13,413    
-
    13,413 
dividend collection   4,710    
-
    4,710 
                
Introducing and referral income   224,865    
-
    224,865 
                
Underwriting and placement income related to               
equity securities   96,340    
-
    96,340 
bonds and others   318,317    
-
    318,317 
                
Revenue from contracts with customers recognized over time               
Investment management fee income   18,658    2,088    20,746 
                
Revenue from other sources               
Interest income and others (note)   73,643    5,742    79,385 
   $1,101,085   $79,017   $1,180,102 

 

Note:

 

Interest income and others primarily consist of interests earned on bank deposits and a customers’ overdue, which are not within the scope ASC 606.

 

Interest income is recognized as it accrues using the effective interest method. Interests on customers’ overdue represent interests charged on overdue receivables from customers arising from brokerage transactions. According to the contracts entered into between the Group and its customers, the Group shall charge its customers on amounts overdue, i.e. amounts due on brokerage transactions which are not yet settled on settlement dates, at an interest at Hong Kong Prime Lending Rate plus 8% per annum accrued on daily basis.

 

Government subsidies primarily relate to one-off entitlement granted by the Hong Kong Government under the Employment Support Scheme of the Anti-epidemic Fund. The Group recognizes government subsidies as other income when the conditions are met.

 

Interest income and others recognized for the six months ended September 30, 2024, 2023 and 2022 were broken down as below.

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Interests on bank deposits  $828   $135   $5 
Interests on customers’ overdue   32,996    20,770    29,957 
Government subsidies   
-
    
-
    47,660 
Sundry income   3,352    4,307    1,763 
   $37,176   $25,212   $79,385 

 

F-15

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

Brokerage, clearing and exchange fees

 

Brokerage, clearing and exchange fees primary relate to transaction costs paid to broker-dealers and clearing organizations on securities brokerage services which are expensed as incurred.

 

Employee benefit plan

 

Employees of the Group located in Hong Kong participate in a compulsory retirement benefit scheme as required by the local laws in Hong Kong. Contributions are required by both the Group and its employees at a rate of 5% on the employees’ relevant salary income, subject to a cap of monthly relevant income of HK$30,000 (equivalent to $3,842). For the six months ended September 30, 2024, 2023 and 2022, the total amount charged to the unaudited condensed consolidated statements of operations and comprehensive loss in respect of the Group’s costs incurred in the scheme were $17,171, $12,833 and $16,721, respectively.

 

Share based compensation expenses

 

The Group uses the fair value method of accounting for the share options granted to directors and employees to measure the cost services received in exchange for share based awards. The Group has selected the binominal option-pricing model as the most appropriate fair value method for its option awards. The Binomial model takes into account variables such as volatility, dividend yield rate, and risk-free interest rate and also allows for the use of dynamic assumptions and considers the contractual term of the option, and the probability that the option will be exercised prior to the end of its contractual life. The Group estimates the forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. These inputs are subjective and generally require significant judgment. The resulting cost is recognized over the period during which directors and employees are required to provide service in exchange for the awards. Share-based compensation expense is recognized on a graded vesting basis, net of estimated forfeitures. For the six months ended September 30, 2024, 2023 and 2022, the total amount charged to the unaudited condensed consolidated statements of operations and comprehensive loss in respect of the Group’s share based compensation expenses were $835,967, $nil and $nil, respectively.

 

In accordance with ASC 718, modifications to stock-based awards are accounted for as exchanges of the original awards for new awards. The incremental fair value, which is the difference between the fair value of the modified award and the original award immediately before modification, is measured at the modification date. This incremental fair value is recognized immediately as compensation cost for vested awards. For unvested awards, the incremental compensation cost, along with any remaining unrecognized compensation cost of the original award, is recognized over the remaining requisite vesting period.

 

Income taxes

 

The Group accounts for income taxes under ASC 740, Income Taxes. Provision for income taxes consists of current taxes and deferred taxes.

 

Current tax is recognized based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is recognized in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Group does not consider that there was any uncertain tax position as of September 30, 2024 and March 31, 2024.

 

Segment reporting

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Group’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Group’s business segments.

 

The Group uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Group does not distinguish revenues, costs and expenses between segments in its internal reporting, but instead reports costs and expenses by nature as a whole.

 

F-16

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

Loss per share

 

Loss per share (“EPS”) is calculated in accordance with ASC 260, Earnings Per Share. Basic EPS is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of shares outstanding during the period.

 

Diluted EPS is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effect would be antidilutive. With a net loss attributable to ordinary shareholders, the inclusion of dilutive potential common shares would be antidilutive, the diluted EPS is computed the same as basic EPS.

 

Basic and diluted EPS are presented in the Group’s unaudited condensed consolidated statements of operations and comprehensive loss.

 

Translation of foreign currencies

 

The Group’s principal place of operations is Hong Kong. The financial position and results of its operations are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s unaudited condensed consolidated financial statements are presented using the U.S. Dollars (“US$” or “$”). The results of operations and the unaudited condensed consolidated statements of cash flows denominated in functional currency are translated to US$ at the average rate of exchange during the reporting period. Assets and liabilities denominated in functional currency at the balance sheet date are translated to US$ at the applicable rates of exchange in effect at balance sheet date. The equity denominated in functional currency is translated to US$ at the historical rate of exchange at the time of transaction. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in unaudited condensed consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Group’s unaudited condensed consolidated statements of operations and comprehensive loss.

 

The following table outlines the exchange rates that are used in preparing these unaudited condensed consolidated financial statements:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Period-end spot rate   7.7698    7.8259 

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Average rate   7.8089    7.8329    7.8472 

 

Fair value of financial instruments

 

The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

Level 1 – Quoted prices in active markets for identical assets and liabilities.

 

Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

As of September 30, 2024 and March 31, 2024, financial instruments of the Group comprised primarily cash, restricted cash, receivables from broker-dealers and clearing organizations, receivables from customers, amounts due from related party, other assets, payables to customers, payables to broker-dealers and clearing organizations, accrued expenses and other liabilities. The Group concludes that the carrying amounts of these financial instruments approximate their fair values because of the short-term nature of these instruments.

 

F-17

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

Related parties

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.

 

Commitments and contingencies

 

In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Group’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

 

Recent accounting pronouncements

 

The Group considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Group meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision useful financial analyses. Topic 280 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess segment performance and make decisions about allocating resources. Topic 280 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 202307 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively. Management considers that the guidance will not have a significant impact on the disclosures set out in these unaudited condensed consolidated financial statements.

 

In December 2023, FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740)” (“ASU 2023-09”). The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU2023-09 are effective for annual periods beginning after December 15, 2024, and should be applied prospectively. The Group is currently evaluating the impact of the update on the Group’s unaudited condensed consolidated financial statements and related disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Group is currently evaluating the impact of the on its unaudited condensed consolidated financial statements and related disclosures.

 

F-18

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

2. Summary of Significant Accounting Policies (Continued)

 

Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the Group’s unaudited condensed consolidated financial statements.

 

3. Significant Risks

 

Currency risk

 

The Group’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Group considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ as not significant as HK$ is pegged to US$.

 

Concentration and credit risks

 

Financial instruments that potentially subject the Group to the credit risks consist of cash, restricted cash, receivables from broker-dealers and clearing organizations, receivables from customers and amounts due from related party. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.

 

The Group deposits its cash with reputable banks located in Hong Kong. As of September 30, 2024 and March 31, 2024, $7,970,059 and $8,938,202 were deposited with these banks, respectively. Balances maintained with banks in Hong Kong are insured under the Deposit Protection Scheme introduced by the Hong Kong Government for a maximum amount of HK$500,000 (equivalent to $64,352), and further increased to HK$800,000 (equivalent to $102,963) effective on October 1, 2024, for each depositor at one bank, whilst the balances maintained by the Group may at times exceed the insured limits. Cash balances maintained with banks in Hong Kong are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. The Group has not experienced any losses in these bank accounts and management believes that the Group is not exposed to any significant credit risk on cash.

 

For the credit risk related to receivables from broker-dealers and clearing organizations and receivables from customers, the Group performs regular and ongoing credit assessments of the counterparts’ financial conditions and credit histories. The Group also assesses historical collection trends, aging of receivables, securities it holds on hand of these counterparts. Further, for receivables from customers related to brokerage transactions, of which, under the contracts entered into between the Group and the customers, the Group is entitled to liquidate the security positions it holds on behalf of the particular customers in order to recover the receivable balances in case of default, the Group generally holds no collateral or security against other receivables. The Group considers that it has adequate controls over these receivables in order to minimize the related credit risk. As of September 30, 2024 and March 31, 2024, the balances of allowance for expected credit losses were $56,354 and $7,668, respectively.

 

For the six months ended September 30, 2024, 2023 and 2022, most of the Group’s assets were located in Hong Kong. At the same time, the Group considers that it is exposed to the following concentrations of risk:

 

(a)Major customers

 

For the six months ended September 30, 2024, 2023 and 2022, customers who accounted for 10% or more of the Company’s revenues and their respective outstanding balances at period end dates, are presented as follows:

 

   For the six months ended September 30, 2024   As of September 30, 2024 
Customer  Revenue   Percentage of
revenue
   Receivables
from
customers,
gross
   Percentage of
receivables
from
customers,
gross
 
Customer A  $321,348    46%  $75,423       4%

 

F-19

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

3. Significant Risks (Continued)

 

   For the six months ended September 30, 2023   As of September 30, 2023 
Customer  Revenue  

Percentage of

revenue

   Receivables
from
customers,
gross
   Percentage of
receivables
from
customers,
gross
 
Customer B  $296,823    40%  $49,482          8%
Customer C   148,412    20%   
-
    
-
 
Total:  $445,235    60%  $49,482    8%

 

   For the six months ended September 30, 2022   As of September 30, 2022 
Customer  Revenue   Percentage of
revenue
   Receivables
from
customers,
gross
   Percentage of
receivables
from
customers,
gross
 
Customer D  $227,852    19%  $
        -
    
      -
%
Customer E   200,683    17%   
-
    
-
 
Total:  $428,535    36%  $
-
    
-
%

 

(b)Major vendors

 

For the six months ended September 30, 2024, there was one vendor of the Group who accounted for 10% or more of the Group’s revenues. Cost of revenue of this vendor for the six months ended September 30, 2024 was $266,349 which represented approximately 38% of the Group’s total revenues for that period. For the six months ended September 30, 2023 and 2022, there was no vendor of the Group who accounted for 10% or more of the Group’s revenues.

 

(c)Receivables

 

As of September 30, 2024, there were two counterparties whose receivables accounted for 10% or more of the Group’s total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses. These receivables accounted for approximately 31% and 16% of the total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses, respectively. As of March 31, 2024, there were three counterparties whose receivables accounted for 10% or more of the Group’s total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses. These receivables accounted for approximately 39%, 30% and 11% of the total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses, respectively. As of September 30, 2024 and March 31, 2024, receivables from the top counterparty represented balances due from the clearing exchange in Hong Kong which arose from unsettled trades on trade-date basis.

 

Interest rate risk

 

Fluctuations in market interest rates may negatively affect the Group’s financial conditions and results of operations. The Group is exposed to floating interest rate risk on bank deposits and overdue customers, in particular during a period when the interest rate is expected to change significantly. Nevertheless, with the amounts of bank deposits and overdue customers in concern, the Group considers its interest rate risk is not material and the Group has not used any derivatives to manage or hedge its interest risk exposure.

 

F-20

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

4. Receivables from Customers, Net

 

As of September 30, 2024 and March 31, 2024, receivables from customers, net, consisted of the following balances:

 

   As of 
   September 30,   March 31, 
Third parties  2024   2024 
Receivables related to securities brokerage services        
Unsettled trades on trade-date basis  $234,156   $26,603 
Overdue balances on settlement dates (1)   589,771    54,931 
Receivables related to advisory services   99,745    99,031 
Receivables related to due diligence services   19,949    
-
 
Receivables related to introducing and referral services   75,423    30,790 
Receivables related to investment management services   7,866    
-
 
Receivables related to underwriting and placement services   
-
    43,318 
    1,026,910    254,673 
Less: Allowance for expected credit losses   (55,554)   (6,610)
Total receivables from customers, net  $971,356   $248,063 
           
Related party          
Receivables related to securities brokerage services          
Overdue balances on settlement dates (1)  $
-
   $3,740 
Less: Allowance for expected credit losses   
-
    (31)
Total receivables from customers-related party, net  $
-
   $3,709 

 

(1)According to the contracts entered into between the Group and its customers, the Group shall charge its customers on amounts due on brokerage transactions which are not yet duly settled on settlement dates, an interest at Hong Kong Prime Lending Rate plus 8% per annum. Further according to the terms set out in the contracts, the Group is entitled to liquidate the security positions it holds on behalf of the particular customers in order to recover the receivable balances in cases of default. As of September 30, 2024 and March 31, 2024, the Group maintained a weighted average Loan-To-Value ratio of 0.95% and 0.23% against these balances, respectively.

 

Subsequent to the six months ended September 30, 2024, receivables from customers amounted to $906,869 have been settled.

 

The movement of allowance for expected credit losses is as follow:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Balance at beginning of the period/year  $6,641   $
-
 
Provision for expected credit losses   48,620    6,641 
Exchange difference   293    
-
 
Balance at end of the period/year  $55,554   $6,641 

 

The Group adopted ASU 2016-13 from April 1, 2023 using modified-retrospective transition approach with a cumulative-effect adjustment to shareholders’ equity amounting to nil recognized as of April 1, 2023.

 

F-21

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

    

5. Amounts Due from Related Party, Net

 

As of September 30, 2024 and March 31, 2024, amounts due from related party, net, consisted of the following balances:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Amounts due from related party  $3,923   $3,895 
Less: Allowance for expected credit losses   (38)   (37)
Total amounts from related party, net  $3,885   $3,858 

 

The movement of allowance for expected credit losses is as follow:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Balance at beginning of the period/year  $     37   $
    -
 
Provision for expected credit losses   
-
    37 
Exchange difference   1    
-
 
Balance at end of the period/year  $38   $37 

 

The Group adopted ASU 2016-13 from April 1, 2023 using modified-retrospective transition approach with a cumulative-effect adjustment to shareholders’ equity amounting to nil being recognized as of April 1, 2023.

 

6. ROU Assets and Operating Lease Liabilities

 

As of September 30, 2024 and March 31, 2024, the Group subsisted of the following non-cancellable lease contract.

 

Description of lease   Lease term
Office at China Insurance Group Building, Hong Kong   2 years from March 1, 2022 to February 29, 2024
Office at China Insurance Group Building, Hong Kong   3 years from March 1, 2024 to February 28, 2027

 

(a)Amounts recognized in the unaudited condensed consolidated balance sheet:

 

   As of 
   September 30,   March 31, 
   2024   2024 
        
Right-of-use assets  $234,426   $280,903 
Operating lease liabilities          
Current   115,566    91,990 
Non-current   140,981    197,932 
   $256,547   $289,922 
           
Weighted average remaining lease terms (in years)   2.42    2.92 

 

(b)Information related to operating lease activities during the six months ended September 30, 2024, 2023 and 2022 are as follows:

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Amortization of ROU assets  $48,259   $34,366   $34,304 
Interest on operating lease liabilities   5,691    595    1,447 
Total operating lease expenses, included within Occupancy Costs  $53,950   $34,961   $35,751 

 

F-22

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

6. ROU Assets and Operating Lease Liabilities (Continued)

 

(c)The following table summarizes the remaining contractual maturities of lease liabilities under operating lease as of September 30, 2024:

 

During the period ended September 30,

2025  $123,555 
2026   123,555 
2027   20,592 
Total future lease payments  $267,702 
Less: imputed interest   (11,155)
Present value of lease obligations  $256,547 

 

The weighted-average discount rate used to determine the operating lease liabilities as of September 30, 2024 and March 31, 2024 was 4.1%.

 

7. Property and Equipment, Net

 

As of September 30, 2024 and March 31, 2024, property and equipment, net, consisted of the following:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Computer equipment  $19,238   $39,083 
Furniture and office equipment   1,030    6,505 
Leasehold improvements   212,334    33,800 
Less: accumulated depreciation   (23,244)   (59,086)
Total property and equipment, net  $209,358   $20,302 

 

For the six months ended September 30, 2024, the Group incurred $212,334 primarily on leasehold improvements due to its relocation to a new office. At the same time, the Group derecognized the leasehold improvements, as well as computer equipment, furniture and office equipment associated with the old office. This resulted in a loss on disposal of property and equipment amounting to $15,291.

 

Depreciation expense was $14,578, $4,776 and $5,131 for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

8. Other Assets, Net

 

As of September 30, 2024 and March 31, 2024, other assets, net, consisted of the following:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Deposits  $79,723   $103,517 
Prepayments   5,130,954    6,309,779 
    5,210,677    6,413,296 
Less: Allowance for expected credit losses   (762)   (990)
Other assets, net   5,209,915    6,412,306 
Less: Amounts classified as non-current assets   (2,837,456)   (3,959,651)
Amounts classified as current assets  $2,372,459   $2,452,655 

 

The movement of allowance for expected credit losses is as follow:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Balance at beginning of the period/year  $990   $
-
 
(Reversal of) Provision for expected credit losses   (233)   990 
Exchange difference   5    
-
 
Balance at end of the period/year  $762   $990 

 

The Group adopted ASU 2016-13 from April 1, 2023 using modified-retrospective transition approach with a cumulative-effect adjustment to shareholders’ equity amounting to nil being recognized as of April 1, 2023.

 

F-23

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

9. Shareholders’ Equity

 

Ordinary shares

 

The Company was established under the laws of Cayman Islands on August 11, 2022. The authorized and outstanding numbers of ordinary shares were 50,000 shares and 1 share, with a par value of $1 each, at the date of incorporation, respectively.

 

On November 21, 2022, the shareholders of the Company resolved to subdivide each authorized share of par value of $1 into 10,000 shares of par value of $0.0001, so that the authorized share capital of the Company shall be $50,000 divided into 500,000,000 shares of par value of $0.0001 each and a total of 10,000 ordinary shares of par value of $0.0001 each were issued and outstanding.

 

Subsequently, on April 3, 2023, 80,000 ordinary shares were allotted to the Company’s existing shareholder at a par value of $0.0001 each. No cash has been received from the shareholder in respect of this share allotment. In addition, 10,000 ordinary shares were allotted to the Pre-IPO Investors at the consideration of HK$6,240,000 (equivalent to $794,903).

 

Further on April 20, 2023, 12,650,000 ordinary shares were proportionally allotted to all the Company’s shareholders at a par value of $0.0001 each, resulting in 11,385,000 and 1,265,000 ordinary shares being allotted to the Company’s existing shareholder and Pre-IPO Investors, respectively. No cash has been received from the shareholders in respect of this share allotment.

 

In respect of the subdivision of shares on November 21, 2022, shares allotments of 80,000 and 11,385,000 ordinary shares to the Company’s existing shareholder on April 3, 2023 and April 20, 2023, respectively, the Company considered the above transactions as share split and deemed the issuance of ordinary shares being part of the Company’s recapitalization prior to completion of its initial public offering. The Company believed that it was appropriate to reflect the above transactions on a retroactive basis similar to share split pursuant to ASC 260, Earnings Per Share. All shares and per share amounts used herein and in the accompanying unaudited condensed consolidated financial statements have been retroactively restated to reflect the above transactions.

 

By recognizing the above transactions on a retroactive basis, authorized share capital of the Company was $50,000 divided into 500,000,000 shares of par value of $0.0001 each and a total of 11,475,000 ordinary shares of par value of $0.0001 each were issued and outstanding at March 31, 2023.

 

Contrary to share split and nominal issuance, the share allotments of 10,000 ordinary shares and 1,265,000 ordinary shares to the Pre-IPO Investors on April 3, 2023 and April 20, 2023, respectively, were not considered as share split and were treated prospectively by the Company. These shares allotments were only recognized on the issuance date.

 

On December 1, 2023, the Company completed its initial public offering on NASDAQ, under the ticker symbol “GSIW”. Under this offering, 2,500,000 ordinary shares were issued at a price of $4 per share. In addition, the Company granted a 45-day option to the underwriter to purchase up to an additional 375,000 ordinary shares at the public offering price, less underwriting discounts, to cover over-allotment, if any. On December 4, 2023, the underwriter exercised the over-allotment option in full to purchase an additional 375,000 ordinary shares. On December 5, 2023, the Company closed its initial public offering and the exercise of the over-allotment option, received net proceeds of $10,133,680 from the offering after deducting underwriting discounts and offering expenses of $1,366,320 from the gross proceeds of $11,500,000.

 

On December 1, 2023, upon the completion of IPO of the Company, IPO costs capitalized as of March 31, 2023 amounted to $442,762, together with other IPO costs incurred during the year ended March 31, 2024, totaling $2,156,587, were charged to shareholder’s equity under additional paid-in capital.

 

At the date these unaudited condensed consolidated financial statements were issued, a total of 15,625,000 ordinary shares of par value of $0.0001 each were issued and outstanding.

 

Forgiveness of debt by major shareholders

 

On November 25, 2022, the Group entered into deeds of waiver of debts with its shareholders under which the shareholders agreed to waive the debts due to them by the Group with an amount totaling HK$15,900,000 (equivalent to $2,025,475) in form of capital contributions. Accordingly, as of September 30, 2024 and March 31, 2024, the balances were recognized as additional paid-in capital under shareholders’ equity.

 

F-24

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

10. Share Based Compensation Expenses

 

On April 24, 2023, and subsequently on August 31, 2023, the Company approved a share option plan where options were granted to grantees to acquire 10% of the Company’s ordinary shares outstanding immediately after the Company’s initial public offering, representing an aggregate of 1,562,500 ordinary shares upon exercise of the options. The share options have an exercise price equal to $2. The share options shall vest over a period of 3 years from the date the Company’s ordinary shares are listed on the Nasdaq Stock Market, with one-third of the share options vesting on each anniversary of the date of listing, provided that the grantees remain employed by the Company or any of its affiliates.

 

The Group has adopted a policy of estimating the number of forfeitures expected to occur and bases initial accruals of compensation cost on the estimated number of instruments for which service is expected to be rendered (i.e. awards that are not expected to be forfeited). If subsequent information indicates that the actual number of instruments is likely to differ from previous estimates, the Group revises the estimate accordingly, with any cumulative effect on current and prior periods resulting from a change in the estimated number of instruments for which service is expected to be or has been rendered is recognized in compensation cost in the period of the change. As of September 30, 2024 and March 31, 2024, the Company has share options which allow grantees to acquire 9% of the Company’s ordinary share outstanding, representing a total of 1,406,250 ordinary shares which have not vested. 468,750, 468,750 and 468,750 ordinary shares shall be vested in December 1, 2024, 2025 and 2026, respectively.

 

With the assistance of an independent third-party appraiser, the weighted average fair value of share options at grant date was estimated to be $3.36 per ordinary share, by using the Binomial Option Pricing Model with the following assumptions:

 

Expected dividend yield 
-
 
Expected volatility   122.25%
Risk-free interest rate (per annum)   3.18%
Time to maturity (in years)   4.61 

 

The share options have a service condition and an initial public offering performance condition. For share options granted with performance condition, the share-based compensation expenses are recorded when the performance condition is considered probable. As a result, the cumulative share-based compensation expenses for these options that have satisfied the service condition were recorded upon the completion of the initial public offering on December 1, 2023. For the six months ended September 30, 2024, 2023 and 2022, the Group recognized $835,967, $nil and $nil of share-based compensation expenses under compensation and benefits in the unaudited condensed consolidated statements of operations and comprehensive loss, respectively.

 

A summary of option activity under the employee share option plan as of September 30, 2024 and changes during the period then ended is presented below.

 

  

Number of
Options

  

Weighted

Average

Exercise Price

 
Granted  $1,562,500   $        2 
Forfeiture   (156,250)   2 
Outstanding as of September 30, 2024  $1,406,250   $2 
Exercisable as of September 30, 2024   
-
    
-
 

 

11. Income Taxes

 

Cayman Islands and British Virgin Islands

 

Under the current and applicable laws of Cayman Islands and British Virgin Islands, the Group is not subject to tax on income or capital gains under these jurisdictions.

 

F-25

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

11. Income Taxes (Continued)

 

Hong Kong

 

IWHL, IWSL and IWAM are incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the six months ended September 30, 2024, 2023 and 2022, Hong Kong Profits Tax was calculated in accordance with the two-tiered profits tax rates regime. For eligible entities, the applicable income tax rate for the first HK$2,000,000 (equivalent to $256,118) of assessable profits is 8.25% whereas assessable profits above HK$2,000,000 (equivalent to $256,118) will continue to be subject to an income tax rate of 16.5%. As is the case of the Group’s connected entities, IWHL, IWSL and IWAM, only one of the connected entities can elect to be charged at two-tiered tax rates. The other entities will be subject to tax rate of 16.5% on all its assessable profits, if any.

 

The current and deferred portions of the income tax expenses included in the unaudited condensed consolidated statements of operations and comprehensive loss as determined in accordance with ASC 740 are as follows:

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Current taxes  $483   $11,925   $
-
 
Deferred taxes   (5,721)   (271)   (171)
Income tax (benefit) expense  $(5,238)  $11,654   $(171)

  

A reconciliation of the difference between the expected income tax (benefit) expense computed at Hong Kong profits tax rate of 16.5% and the Group’s reported income tax benefits is shown in the following table:

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Loss before income taxes  $(3,279,963)  $(740,006)  $(562,753)
Applicable income tax rate   16.5%   16.5%   16.5%
Income tax benefits at applicable income tax rate  $(541,194)  $(122,101)  $(92,854)
Non-deductible expenses (1)   443,861    59,816    40,008 
Income not subject to tax   (16)   (23)   (1)
Tax effect of two-tiered profits tax rates   (483)   (59,889)   26,424 
Under-provision in previous years   4,634    
-
    
-
 
Change in valuation allowance   87,960    133,851    26,252 
Income tax (benefit) expense  $(5,238)  $11,654   $(171)

 

(1)Non-deductible expenses for the six months ended September 30, 2024 and 2023 mainly represented expenses incurred by the Company and IWHL, while non-deductible expense for six months ended September 30, 2022 mainly represented expenses incurred by IWHL. Since the Company and IWHL are holding companies with no operations, these expenses were not allowed to be carried forward and set off profits in subsequent periods according to Hong Kong tax laws.

 

Deferred tax

 

The Group measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Group’s deferred tax assets and liabilities are as follows:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Deferred tax assets:          
Allowance for credit loss  $9,298   $1,265 
Net operating loss carry forwards   304,493    214,543 
Depreciation and amortization   
-
    1,395 
Less: valuation allowances   (304,493)   (214,543)
Total deferred tax assets   9,298    2,660 
           
Deferred tax liabilities:          
Depreciation and amortization   (868)   
-
 
Total deferred tax liabilities   (868)   
-
 
Deferred tax assets, net  $8,430   $2,660 

 

F-26

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

11. Income Taxes (Continued)

 

Valuation allowance is provided against deferred tax assets when the Group determines that it is more-likely-than-not that the deferred tax assets will not be utilized in the future. The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more-likely-than-not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses and forecasts of future profitability. These assumptions require significant judgment and the forecasts of future taxable income are consistent with the plans and estimates the Group is using to manage the underlying businesses. The statutory tax rates of 16.5%, were applied when calculating deferred tax assets.

 

As of September 30, 2024 and March 31, 2024, the Group had net operating loss carryforwards indefinitely of $1,845,410 and $1,300,259, respectively, which fully arose from the subsidiaries established in Hong Kong and can be carried forward indefinitely against future assessable profits.

 

Due to the successive years of losses recognized by the Hong Kong subsidiaries, the Group is uncertain when these net operating losses can be utilized. As a result, the Group provided a 100% allowance on deferred tax assets on net operating losses of $304,493 and $214,543 related to the Hong Kong subsidiaries as of September 30, 2024 and March 31, 2024, respectively. The Group had no unrecognized tax benefits as of September 30, 2024 and March 31, 2024.

 

Movement of the Group’s valuation allowance against deferred tax assets is as follows:

 

Balance at April 1, 2022  $73,777 
Increase recognized in the income statement   26,252 
Exchange difference   (174)
Balance at September 30, 2022  $99,855 

 

Balance at April 1, 2023  $52,750 
Increase recognized in the income statement   133,851 
Exchange difference   158 
Balance at September 30, 2023  $186,759 

 

Balance at April 1, 2024  $214,543 
Increase recognized in the income statement   87,960 
Exchange difference   1,990 
Balance at September 30, 2024  $304,493 

 

Under relevant Hong Kong tax laws, tax case is normally subject to investigation by the tax authority for up to 6 years of assessment prior to the current year of assessment, unless in a case of fraud or willful evasion, then the investigation can be extended to cover 10 years of assessment. As of September 30, 2024 and March 31, 2024, the Group had no open tax investigation from the tax authority.

 

12. Related Party Transaction and Balance

 

a. Nature of relationships with related parties

 

Name   Relationship with the Company
Chan Sze Ho   Director of the Company
Cheung Yuk Shan   Spouse of Shum Ngan, Sammy, the director of the Company
Fong Wai Lok, Raymond   Former director of the Company, resigned as a director and appointed as a consultant of the Company effective April 1, 2024
I Win Growth SPC — Fund 1 SP   Fund managed by IWAML
Lau Kam Yan, Karen   Controlling party of Courageous Wealth Limited, which is 64% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024, and the sole director of Oriental Moon Tree Limited
Lobster Financial Holdings Limited   10% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Oriental Moon Tree Limited   73% shareholder of the Company
Tse Tim   Spouse of Lau Kam Yan, Karen, the Controlling party of Courageous Wealth Limited, which is 64% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Wu Hin Lun   Controlling party of Capital Hero Global Limited, which is 14% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Zhu Jian Guo   Father of Zhu Yun, the controlling party of Lobster Financial Holdings Limited
Zhu Yun   Controlling party of Lobster Financial Holdings Limited as of September 30, 2024 and March 31, 2024 and spouse of former director Fong Wai Lok, Raymond

 

F-27

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

12. Related Party Transaction and Balance (Continued)

 

b. Transactions with related parties

 

        

For the Six Months Ended

September 30

 
Name     Nature  2024   2023   2022 
Chan Sze Ho  (1)  Brokerage commission  $
-
   $26   $
-
 
Cheung Yuk Shan  (1)  Brokerage commission   
-
    96    144 
I Win Growth SPC – Fund 1 SP  (1)  Brokerage commission   
-
    
-
    9,095 
Lau Kam Yan, Karen  (1)  Brokerage commission   40    49    3,303 
Lobster Financial Holdings Limited  (1)  Brokerage commission   
-
    
-
    1,211 
Tse Tim  (1)  Brokerage commission   11,463    1,009    56,055 
Wu Hin Lun  (1)  Brokerage commission   419    
-
    296 
Zhu Yun  (1)  Brokerage commission   
-
    
-
    1,083 
Total        $11,922   $1,180   $71,187 
                      
Cheung Yuk Shan  (2)  Handling income on custodian service  $
-
   $2,056   $
-
 
Tse Tim  (3)  Handling income on dividend collection   
-
    1    
-
 
Total        $-   $2,057   $
-
 
                      
I Win Growth SPC – Fund 1 SP  (4)  Investment management fee income  $
-
   $
-
   $2,088 
                      
I Win Growth SPC – Fund 1 SP  (5)  Interest income and other  $
-
   $
-
   $3,603 
Lau Kam Yan, Karen  (5)  Interest income and other   
-
    
-
    1 
Lobster Financial Holdings Limited  (5)  Interest income and other   
-
    
-
    271 
Tse Tim  (5)  Interest income and other   2,019    1,054    1,830 
Wu Hin Lun  (5)  Interest income and other   
-
    17    9 
Zhu Yun  (5)  Interest income and other   
-
    
-
    28 
Total        $2,019   $1,071   $5,742 

 

(1)The amounts for the six months ended September 30, 2024, 2023 and 2022 represented fees and commissions from securities brokerage services based on a fixed rate for each transaction.
(2)The amounts for the six months ended September 30, 2023 represented handling income from custodian services rendered.
(3)The amounts for the six months ended September 30, 2023 represented handling income from dividend collection services rendered.
(4)The amounts for the six months ended September 30, 2022 represented income from investment management services rendered.
(5)The amounts for the six months ended September 30, 2024, 2023 and 2022 represented interests charged on overdue receivables from related parties arising from brokerage transactions.

 

c. Balance with related parties

 

         As of 
         September 30,   March 31, 
Name     Nature  2024   2024 
Tse Tim  (1)  Receivables from customers  $
-
   $3,740 
                 
Oriental Moon Tree Limited  (2)  Amounts due from related party  $3,923   $3,895 
                 
Chan Sze Ho  (3)  Payables to customers  $2,746   $
-
 
Cheung Yuk Shan  (3)  Payables to customers   65,180    63,845 
Fong Wai Lok, Raymond  (3)  Payables to customers   37    
-
 
Lau Kam Yan, Karen  (3)  Payables to customers   42,650    41,727 
Tse Tim  (3)  Payables to customers   527,804    390,382 
Wu Hin Lun  (3)  Payables to customers   1,035    57,748 
Zhu Jian Guo  (3)  Payables to customers   
-
    2,872 
Zhu Yun  (3)  Payables to customers   262    78,675 
Total        $639,714   $635,249 

 

(1)The balances as of March 31, 2024 represented amounts overdue on brokerage transactions which passed the settlement dates. The balances were fully settled subsequently.
(2)The balance as of September 30, 2024 and March 31, 2024 represented advance to shareholders for operational purpose, before allowance for expected credit losses. The balance was unsecured, non-interest bearing and repayable on demand. As of the date of these unaudited condensed consolidated financial statements, the balance was fully settled subsequently.
(3)The balances as of September 30, 2024 and March 31, 2024 represented cash deposits received from the related parties and payables arising from unsettled trades on trade-date basis.

 

F-28

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

13. Regulatory Requirements

 

The following table illustrates the minimum regulatory capital as established by HKSFC that the Company’s subsidiaries were required to maintain as of September 30, 2024 and March 31, 2024 and the actual amounts of capital maintained.

 

Capital requirements as of September 30, 2024

 

   Minimum Regulatory Capital Requirements  

 

Capital Levels Maintained

  

 

 

Excess Net Capital

  

 

Percent of Requirement Maintained

 
I Win Securities Limited  $386,109   $1,193,207   $807,098    309%
I Win Asset Management Limited (1)   12,870    62,936    50,066    489%
Total  $398,979   $1,256,143   $857,164    315%

 

Capital requirements as of March 31, 2024

 

   Minimum Regulatory Capital Requirements  

 

Capital Levels Maintained

  

 

 

Excess Net Capital

  

 

Percent of Requirement Maintained

 
I Win Securities Limited  $383,345   $1,640,332   $1,256,987    428%
I Win Asset Management Limited (1)   12,778    72,452    59,674    567%
Total  $396,123   $1,712,784   $1,316,661    432%

 

(1)I Win Asset Management Limited is only required to file its regulatory returns in June and December of every year. The capital levels presented above as of September 30, 2024 and March 31, 2024, reflects the position as submitted in its regulatory return as of June 2024 and December 2023, respectively.

 

14. Commitments and Contingencies

 

Commitments

 

As of September 30, 2024 and March 31, 2024, other than lease commitment disclosed elsewhere in these unaudited condensed consolidated financial statements, the Group had neither significant financial nor capital commitment.

 

Contingencies

 

As of September 30, 2024 and March 31, 2024, the Group was not a party to any material legal or administrative proceedings. From time to time, the Group is involved in various other legal and regulatory proceedings arising in the normal course of business. While the Group cannot predict the occurrence or outcome of these proceedings with certainty, it does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Group’s unaudited condensed consolidated financial condition or cash flows; however, an unfavorable outcome could have a material adverse effect on the Group’s results of operations.

 

F-29

 

 

Garden Stage Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended September 30, 2024, 2023 and 2022

 

15. Segment information

 

The Group uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.

 

The Group does not distinguish revenues, costs and expenses between segments in its internal reporting, but instead reports costs and expenses by nature as a whole. Based on the management’s assessment, the Group determines that it has only one operating segment and therefore one reportable segment as defined by ASC 280. Furthermore, all of the Group’s revenue are derived in or from Hong Kong with all operation being carried out in Hong Kong. Therefore, no geographical segments are presented. The Group concludes that it has only one reportable segment. As such, all financial segment information required by the authoritative guidance can be found in the unaudited condensed consolidated financial statements.

 

16. Subsequent Events

 

The Group evaluates all events and transactions that occur after September 30, 2024 up through the date the Group issues the unaudited condensed consolidated financial statements. There is no other subsequent event occurred that would require recognition or disclosure in the Group’s unaudited condensed consolidated financial statements.

 

Forward-Looking Statements

 

All statements other than statements of historical fact in this announcement are forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

 

For more information, please contact:

 

Garden Stage Limited

 

Phone: +852 2688 6333

Email: cs@iwinsec.com 

 

 

F-30

 

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Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated and unaudited condensed consolidated financial statements and the related notes included elsewhere in this Form 6-K. For additional information relating to our management’s discussion and analysis of the financial condition and results of operations, please see our Annual Report on Form 20-F, which includes the consolidated audited financial statements for the year ended March 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2024. This discussion and analysis and other parts of this Form 6-K contain forward-looking statements reflecting our current expectations that involve risks, uncertainties and assumptions. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those discussed below and identified elsewhere in this Report on Form 6-K, and those listed in the “Risk Factors” section in our SEC filings. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

 

Overview

 

We, through our Operating Subsidiaries, are a Hong Kong-based financial services provider principally engaged in the provision of advisory services, securities brokerage, underwriting and placement, and other financial services to a wide range of customers in Hong Kong. Our business is carried out through our wholly owned Operating Subsidiaries: a) I Win Securities Limited, which is licensed to conduct Type 1 (dealing in securities) regulated activities under the SFO in Hong Kong, and b) I Win Asset Management Limited, which is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO in Hong Kong. I Win Securities Limited is also a participant of the SEHK and HKSCC and holds one trading right with SEHK. Our diversified business portfolio allows us to create synergies between our business lines, generate new business opportunities for each business segment and provide integrated financial services to our customers.

 

The following discussion and analysis of our financial condition and results of operations is prepared based on the financial data which is derived from our unaudited condensed consolidated financial statements for the six months ended September 30, 2024, 2023 and 2022, included in this Form 6-K.

 

Our revenues were US$704,339, US$750,626 and US$1,180,102 for the six months ended September 30, 2024, 2023 and 2022, respectively, We, recorded net loss of US$3,274,725, US$751,660 and US$562,582 for the six months ended September 30, 2024, 2023 and 2022, respectively. We plan to keep our business growing by strengthening our securities brokerage, introduction and referral services, underwriting and placement services and continue to source potential customers for our asset management business and margin financing services.

 

Factors Affecting Our Results of Operations

 

Our business and operating results are influenced by general factors that affect the financial and securities services industry, including economic and political conditions, the evolving needs of investors, changes in trading volume, changes in demand for financial services, changes in wealth and availability of funds of our existing and target customers, and regulatory changes governing the financial and securities services industry. In addition, the following company-specific factors can directly affect our results of operations materially:

 

Our ability to develop new customers’ network and retain existing customers

 

Our brokerage commissions mainly depend upon the trading volume. Trading volume would continue to be affected by factors such as changes in customers’ sentiment, perception and confidence in the financial markets, inflation expectation, market conditions, political conditions, natural disasters, riots and acts of war or terrorism. Fluctuations in the trading volume by our customers may impact our financial performance, and there is no assurance that we will be able to maintain or improve our relationship with our customers and they may terminate their respective relationship with us at any time.

 

Similarly, our mandates for the underwriting and placement activities are negotiated on a project-by-project basis with our customers. Revenue generated from our services may fluctuate from time to time and may not recur. There is also no assurance that the customers which have previously sought our services will continue to retain us for future businesses. Therefore, our future financial results may be subject to fluctuations depending on our success in entering into new engagements.

 

Our ability to earn diversified and stable sources of revenue from our different lines of services

 

We believe that the complementary nature of our different lines of business creates synergy and enables us to generate a diversified and stable source of income. We are able to leverage on our existing pool of securities trading customers when acting as book-runner, lead manager, underwriter or placing agent in placing and underwriting engagements in that our securities trading services act as a channel for procuring suitable investors to subscribe for securities offered under placing and underwriting projects undertaken by us. With our placing and underwriting business, we believe that there will be growing demand for our securities trading services from customers who would like to benefit from trading opportunities gained through access to allocations granted to us (for subscriptions and acquisitions of securities) under underwriting and placement projects undertaken by us. Our asset management services provide professional insights and investment advice for our customers to allocate their asset portfolios and diversify their investment risk. Our asset management services further enhance the growth of our securities brokerage and financing services, especially amongst the high-net-worth customers, which allow us to create cross-selling opportunities, optimize customer service coverage and grow a group of loyal customer base to achieve business growth. However, these business strategies and synergies are subject to uncertainty. There is no assurance that the diversification of our business can be implemented successfully or the synergies between different businesses can be materialized which may in return affect our results of operations.

 

 

 

 

Our ability to effectively improve technology infrastructure

 

Our technology infrastructure capabilities are critical for us to offer high quality products and services as well as to retain and attract users and customers. We must continue to upgrade and expand our technology infrastructure to keep pace with the growth of our business and to develop new features and services for our users and customers. We plan to upgrade our portfolio management system and trading system to further streamline the efficiency, convenience, and comprehensiveness of our trading system and provide our customers with a user-friendly interface to ensure that they can securely manage their wealth portfolios with ease. Furthermore, with our ongoing objective to remain competitive and to facilitate the expansion of service offering, we intend to (i) subscribe to a new integrated system comprising both portfolio management and risk management functions, including but not limited to features such as managing security, redundancy, disaster recovery and database administration as well as providing market data (such as corporate actions, massive correlation, dividend tables, and volatility datasets); (ii) subscribe to a new customer relationship management system with the aim of enhancing customer satisfaction; (iii) subscribe to a new business continuity planning service (which includes data management and cloud storage archiving) and co-location service as a back-up workplace in case there is any disruption to our office; and (iv) subscribe to market information and data to enhance our analytical and research capabilities to support our asset management and underwriting and placement services. Subsequent to our initial public offering on December 1, 2023, we have been subscribing to various IT solutions for the upgrade and improvement of our technology infrastructure. However, there is no assurance that the upgrade or improvement will be error-free, which may, in turn, affect our business plan, competitiveness, and results of operations. Our technology infrastructure capabilities will continue to play a critical role in driving our results of operations.

 

Our ability to meet the regulatory requirements to provide brokerage and other financial services in Hong Kong

 

Brokerage and other financial services are highly regulated in Hong Kong. While our operations are mainly located in Hong Kong, we are inevitably subject to the relevant laws and regulations, in particular, the SFO, under the supervision of the HKSFC. Pursuant to the SFO, we have to comply with all application provisions concerning statutory obligations such as maintenance of minimum capital adequacy, specific regulatory reporting, and availability of responsible officers.

 

If any of our HKSFC licensed companies fails to meet the regulatory capital requirements in Hong Kong, the local regulatory authorities may impose penalties on us or limit the scope of our business, which could, in turn, have a material adverse effect on our financial condition and results of operations. Moreover, the relevant capital requirements may be changed over time or subject to different interpretations by relevant governmental authorities, all of which are out of our control. Any increase in the relevant capital requirements or stricter enforcement or interpretation of the same may adversely affect our business activities. Any non-compliance with applicable laws, regulations, guidance or codes or any negative findings made by the regulators may result in (i) fines, deterrent penalties, disciplinary actions against us; or (ii) suspension or revocation of some or all of our registrations or licenses for carrying on our business activities. Accordingly, our business operation, reputation, financial condition and results of operations might be materially and adversely affected. Further, HKSFC may amend, supplement and/or modify the requirements on licensed corporations as it considers necessary for the proper regulation of the Hong Kong securities and futures market. Any such change or tightening of regulations and/or requirements on licensed corporations (which may involve an amendment to applicable laws, regulations and guidelines) may (i) require us to incur additional costs for compliance; and (ii) potentially affect our ability to carry on our existing regulated activities.

 

Our ability to retain employees or brokers who have strong relationships with our customers

 

We materially rely on our experienced employees and brokers to provide reliable and quality financial services to our customers, and believe that our experienced employees and brokers have developed strong relationships with our customers through their ability to provide personalized services through understanding customers’ needs. In addition to maintaining relationships with existing clients, we also rely on them to generate customer referrals. There is however no guarantee that they will or are willing to continue to serve us. Where they determine to cease their engagements with our Operating Subsidiaries or enter into negotiations with us for a material variation of their existing terms of engagement, our operating performance and financial results may be materially and adversely affected.

 

Competition in the financial services industry in Hong Kong

 

The financial services industry in Hong Kong in which we operate is intensely competitive, highly fragmented, and subject to rapid change, and we expect it to remain so. There is a significant number of existing market participants in the financial and securities services industry in Hong Kong providing services similar to us. Our larger competitors may have advantages over us such as having better brand recognition and reputation in the market, wider range of value adding services, stronger human and financial resources, longer operating histories, and operational presence in more geographic locations. We also face competition from local medium and small-sized financial services providers which offer similar range of services. New participants may enter into the market insofar as they have engaged appropriate qualified professionals and obtained the requisite regulatory licenses. In addition, competition creates an unfavorable pricing environment in the market in which we operate. Intensified competition may cause us to reduce our service fees in order to compete with other market players, which could place significant pressure on our ability to maintain profitability and is particularly acute during market slowdowns, and will in turn materially and adversely affect our market share, financial condition and results of operations.

 

2

 

 

Impact of the COVID-19 and other pandemics

 

The COVID-19 outbreak has led governments across the globe to impose a series of measures intended to contain its spread, including border closures, travel bans, quarantine measures, social distancing, and restrictions on business operations and large gatherings. According to WHO, the COVID-19 pandemic “has been on a downward trend” with immunity increasing due to increasing administration of vaccines globally. Whilst there are remaining uncertainties posted by the potential evolution of COVID-19, the WHO Director-General announced on 5 May 2023 that COVID-19 no longer constitutes a PHEIC and is now an established and ongoing health issue, concurring with the advice of the IHR Emergency Committee of the WHO. Notwithstanding such announcement, disruptions like general slowdown in economic conditions globally and volatility in the capital markets posed by COVID-19 are far-reaching and prevalent. The extent to which COVID-19, and other potential pandemics, may impact our business in the future will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and other potential pandemics and the actions to contain these pandemics or treat their impact, among others. If the disruptions posed by COVID-19 and other potential pandemics continue for an extended period of time, our operating subsidiary’s ability to pursue our business objectives may be materially adversely affected. We will continue to closely monitor the situation throughout 2024 and beyond.

 

Impact of Russia’s Invasion of Ukraine, Israel-Hamas War and Related Supply Chain Issues

 

Russia launched a large-scale invasion of Ukraine on February 24, 2022 and an armed conflict between Israel and Hamas-led Palestinian militant groups has been taking place in the Gaza Strip since 7 October 2023. The extent and duration of the military actions, resulting sanctions and resulting future market disruptions, including volatilities in stock markets, disruption to global supply chain and worsening of global inflation, are impossible to predict, but could be significant. Any such disruptions or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, tariffs or cyberattacks, may have significant collateral impact on global economy and our business model and revenue stream. Nevertheless, as of the date of this document, since (i) we principally operate in Hong Kong and do not have business presence in Russia, Ukraine and the Middle-East; and (ii) our industry has been less dependent on oil, natural resources or global supply chain which have been disrupted by these military actions, there is no material impact on our cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising from, related to, or caused by the global disruption from Russia’s invasion of Ukraine and the tensions in the Middle-East. However, if the situation of these conflicts and/or other global concerns continues to worsen, leading to more significant disruptions, our operating subsidiary’s ability to pursue our business objectives may be materially and adversely affected. We will continue to closely monitor the evolving circumstances throughout 2024 and beyond to mitigate any potential impacts on our operations.

 

Key Components of Results of Operations

 

Revenues

 

Our revenues consist of (i) advisory fees, brokerage commissions, due diligence service fees, handling income, introducing and referral income, investment management fee income and underwriting and placement income which are all recognized in accordance with ASC 606 and (ii) interest income and others. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented:

 

   For the Six Months Ended September 30, 
   2024   2023   2022 
   US$   % of total revenues   US$   % of total revenues   US$   % of total revenues 
Revenues:                        
Advisory fees  $-   -   $321,558    42.8   $-    - 
Brokerage commissions   151,452    21.5    158,209    21.1    351,139    29.8 
Brokerage commissions-related parties   11,922    1.7    1,180    0.2    71,187    6.0 
Due diligence service fees   39,698    5.6    -    -    -    - 
Handling income   44,480    6.3    43,516    5.8    18,123    1.5 
Handling income-related parties   -    -    2,057    0.3    -    - 
Introducing and referral income   329,534    46.8    159,129    21.2    224,865    19.1 
Investment management fee income   7,826    1.1    -    -    18,658    1.6 
Investment management fee income – related party   -    -    -    -    2,088    0.2 
Underwriting and placement income   82,251    11.7    39,765    5.3    414,657    35.1 
Interest income and others   35,157    5.0    24,141    3.2    73,643    6.2 
Interest income and others-related parties   2,019    0.3    1,071    0.1    5,742    0.5 
Total revenues  $704,339    100.0   $750,626    100.0   $1,180,102    100.0 

 

Advisory fees

 

We derive the majority of our advisory fees by rendering investment research and financial-related advisory services to our customers in return for a fixed monthly charge identified in the contracts. The fee structures are negotiated on a case by case basis and vary depending on the type of customer and nature of services rendered. Advisory fees accounted for nil, 42.8%, nil, of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

3

 

 

Brokerage commissions

 

Brokerage commissions represent fees and commissions from securities brokerage services based on a fixed rate for each transaction. The following tables present the key operating data for brokerage commissions for the periods presented:

 

   For the Six Months Ended
September 30, 2024
 
   Third parties   Related parties   Total 
Brokerage commissions related to            
exchange in Hong Kong  $128,581   $2,010   $130,591 
exchanges in the United States   22,871    9,912    32,783 
   $151,452   $11,922   $163,374 
                
Trading volumes related to               
exchange in Hong Kong  $50,649,634   $3,152,445   $53,802,079 
exchanges in the United States   11,604,823    18,922,111    30,526,934 
   $62,254,457   $22,074,556   $84,329,013 
                
Weighted average commission rates related to(1)               
exchange in Hong Kong   0.25%   0.06%   0.24%
exchanges in the United States   0.20%   0.05%   0.11%
                
Number of active accounts related to(2)               
exchange in Hong Kong   192    1    193 
exchanges in the United States   16    3    19 

 

   For the Six Months Ended
September 30, 2023
 
   Third parties   Related parties   Total 
Brokerage commissions related to            
exchange in Hong Kong  $155,579   $302   $155,881 
exchanges in the United States   2,630    878    3,508 
   $158,209   $1,180   $159,389 
                
Trading volumes related to               
exchange in Hong Kong  $70,997,273   $390,065   $71,387,338 
exchanges in the United States   1,641,259    1,503,463    3,144,722 
   $72,638,532   $1,893,528   $74,532,060 
                
Weighted average commission rates related to(1)               
exchange in Hong Kong   0.22%   0.08%   0.22%
exchanges in the United States   0.16%   0.06%   0.11%
                
Number of active accounts related to(2)               
exchange in Hong Kong   126    3    129 
exchanges in the United States   110    3    113 

 

4

 

 

   For the Six Months Ended
September 30, 2022
 
   Third parties   Related parties   Total 
Brokerage commissions related to               
exchange in Hong Kong  $73,673    10,752   $84,425 
exchanges in the United States   247,480    60,435    307,915 
other exchanges   29,986    -    29,986 
   $351,139    71,187   $422,326 
                
Trading volumes related to               
exchange in Hong Kong  $45,320,137    11,933,228   $57,253,365 
exchanges in the United States   51,501,231    111,370,135    162,871,366 
other exchanges   962,663    -    962,663 
   $97,784,031    123,303,363   $221,087,394 
                
Weighted average commission rates related to(1)               
exchange in Hong Kong   0.16%   0.09%   0.15%
exchanges in the United States   0.48%   0.05%   0.19%
other exchanges   3.11%   -    3.11%
                
Number of active accounts related to(2)               
exchange in Hong Kong   139    6    145 
exchanges in the United States   244    7    251 
other exchanges   27    -    27 

 

(1)Weighted average commission rates are derived from our brokerage commission based on the related trading volume.
(2)Active accounts are those accounts recorded at least one trading activity, for purchase and/or sale of securities, during the related periods.

 

When a customer executes a securities trading transaction with us, brokerage commission is recognized upon the completion of the transaction. The fixed rates applied to the customers vary depending on the type of customer, the type of transaction, and the trade volume from the particular customer. For the six months ended September 30, 2024, 2023 and 2022, commissions from securities brokerage represented approximately 23.2%, 21.3% and 35.8% respectively, of our total revenues for the respective periods.

 

Due diligence service fees

 

We introduced a new due diligence service during the six months ended September 30, 2024. We engage in distinct due diligence service agreement with our customers for providing them with due diligence report in return for a one-time fixed due diligence service fee. Due diligence service fees accounted for 5.6%, nil and nil of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Handling income

 

Handling income consisted of the followings:

 

   For the Six Months Ended
September 30, 2024
 
   Third parties   Related parties   Total 
Handling income on            
custodian services  $13,463   $       -   $13,463 
dividend collection   31,017    -    31,017 
Total handling income  $44,480   $-   $44,480 

 

   For the Six Months Ended
September 30, 2023
 
   Third parties   Related parties   Total 
Handling income on            
custodian services  $36,714   $2,056   $38,770 
dividend collection   6,802    1    6,803 
Total handling income  $43,516   $2,057   $45,573 

 

   For the Six Months Ended
September 30, 2022
 
   Third parties   Related parties   Total 
Handling income on            
custodian services  $13,413   $       -   $13,413 
dividend collection   4,710    -    4,710 
Total handling income  $18,123   $-   $18,123 

 

5

 

 

We charge the customers a fee for the ancillary services provided in association with our securities brokerage business, which are recognized when the services are rendered according to the relevant contracts.

 

Custodian services — Among all other services provided, we, through our Operating Subsidiaries, earn a fee by assisting our customers in transferring the physical shares they hold into Central Clearing and Settlement System (CCASS), a centralized electronic book-entry clearing and settlement system for transactions of securities listed in SEHK, for custodian purposes. We earn a fee based on a fixed rate of the value of shares in concern.

 

Dividend collection — When the securities held by our customers have any corporate action, we, through our Operating Subsidiaries, may act as the agent of our customers in processing and collecting the related dividends. We earn a fee based on a fixed rate of the amount of dividend in concern.

 

Handling income accounted for 6.3%, 6.1% and 1.5%, of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Introducing and referral income

 

We derive introducing and referral income from the introduction of customers to other financial service providers or other interested parties. We charge an introducing and referral income based on a fixed lump sum fee or a fixed monthly charge identified in the contract. Introducing and referral income accounted for 46.8%, 21.2% and 19.1% of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Investment management fee income

 

We provide investment management services by acting as investment manager for our customers in return for investment management fee income. The following tables present key operating data for underwriting and placement income for the periods ended indicated:

 

   For the Six Months Ended September 30, 
   2024   2023   2022 
   Average net asset values of the funds   Revenues   Average net asset values of the funds   Revenues   Average net asset values of the funds   Revenues 
Investment management fee income                        
   Avia Investment SPC  $7,885,744   $7,826   $        -   $         -   $-   $- 
   Avia Trust Limited  $-    -   $-    -   $3,763,006    18,658 
   I Win Growth SPC – Fund 1 SP  $-    -   $-    -   $417,640    2,088 
Total investment management fee income       $7,826        $-        $20,746 

 

We charge the customers a fee for the investment management services provided under our asset management business, which are recognized when the services are rendered according to the relevant contracts. Investment management fee income accounted for 1.1%, nil and 1.8%, of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

  

Underwriting and placement income

 

We provide underwriting and placement services to customers by acting as an underwriter, global coordinator, bookrunner, or lead manager for securities issuances and bonds placements, in return for underwriting and placement income. The following tables present key operating data for underwriting and placement income for the periods indicated:

 

   For the Six Months Ended September 30, 2024 
   Exchange in Hong Kong   Exchanges in the United States   Total 
Underwriting and placement income related to            
equity shares  $82,251   $       -   $82,251 
                
Number of projects related to               
equity shares   4    -    4 
                
Relevant amounts related to(2)               
equity shares  $7,261,182   $-   $7,261,182 
                
Weighted average fee rates related to(3)               
equity shares   1.13%   -    1.13%

 

6

 

 

   For the Six Months Ended September 30, 2023 
   Exchange in Hong Kong   Exchanges in the United States   Total 
Underwriting and placement income related to               
   equity shares  $39,765   $      -   $39,765 
                
Number of projects related to               
   equity shares   4    -    4 
                
Relevant amounts related to(2)               
   equity shares  $3,957,810   $-   $3,957,810 
                
Weighted average fee rates related to(3)               
   equity shares   1.00%   -    1.00%

 

   For the Six Months Ended September 30, 2022 
   Exchange in Hong Kong   Exchanges in the United States   Total 
Underwriting and placement income related to            
   equity shares  $96,340   $        -   $96,340 
   bonds and other instruments(1)   -    -    318,317 
   $96,340   $-   $414,657 
                
Number of projects related to               
   equity shares   4    -    4 
   bonds and other instruments(1)   -    -    3 
    4    -    7 
                
Relevant amounts related to(2)               
   equity shares  $1,403,808   $-   $1,403,808 
   bonds and other instruments(1)  $-   $-   $9,283,969 
                
Weighted average fee rates related to(3)               
   equity shares   6.86%   -    6.86%
   bonds and other instruments(1)   -    -    3.43%

 

(1)Bonds and other instruments were not listed in a specific exchange whereas the issuers of the bonds and other instruments were all located in Hong Kong.
(2)Relevant amounts represent the higher of the committed underwriting amounts and actual placement amounts based on which our income is calculated or referenced.
(3)Weighted average fee rates are derived from our underwriting and placement income based on the related relevant amounts.

 

We charge an underwriting and placement income based on certain percentage of the funds committed or raised in the transaction, either initial public offerings or other fundraising or placement activities. The fee structures are negotiated on a project by project basis and vary depending on the type of customer, the type of transaction, and the size of funds committed or raised in the transaction. Underwriting and placement income accounted for 11.7%, 5.3% and 35.1% of total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

7

 

 

Interest income and others

 

Interest income and others primarily consists of interests earned on bank deposits, customers’ overdue and government subsidies, which are not within the scope ASC 606.

 

   For the Six Months Ended
September 30, 2024
 
   Third parties   Related parties   Total 
Interests on bank deposits  $828   $-   $828 
Interests on customers’ overdue   30,977    2,019    32,996 
Sundry income   3,352    -    3,352 
Total interest income and others  $35,157   $2,019   $37,176 

 

   For the Six Months Ended
September 30, 2023
 
   Third parties   Related parties   Total 
Interests on bank deposits  $135   $-   $135 
Interests on customers’ overdue   19,699    1,071    20,770 
Sundry income   4,307    -    4,307 
Total interest income and others  $24,141   $1,071   $25,212 

 

   For the Six Months Ended
September 30, 2022
 
   Third parties   Related parties   Total 
Interests on bank deposits  $5   $-   $5 
Interests on customers’ overdue   24,215    5,742    29,957 
Government subsidies   47,660    -    47,660 
Sundry income   1,763    -    1,763 
Total interest income and others  $73,643   $5,742   $79,385 

 

Interests on customers’ overdue represent interests charged on overdue receivables from customers arising from brokerage transactions. According to the contracts entered into between us and our customers, we shall charge our customers on amounts overdue, i.e. amounts due on brokerage transactions which are not yet settled on settlement dates, an interest at Hong Kong Prime Lending Rate plus 8% per annum accrued on daily basis.

 

Government subsidies primarily relate to one-off entitlement granted by the Hong Kong Government under the Employment Support Scheme of the Anti-epidemic Fund. We recognize government subsidies as other income when the conditions are met.

 

For the six months ended September 30, 2024, 2023 and 2022, interest income and others accounted for 5.3%, 3.3% and 6.7% of our total revenues, respectively.

 

Expenses

 

The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the periods presented.

 

   For the Six Months Ended September 30, 
   2024   2023   2022 
   US$   % of total revenues   US$   % of total revenues   US$   % of total revenues 
Expenses:                        
Allowance for expected credit losses  $48,387    6.9   $-    -   $-    - 
Brokerage, clearing and exchange fees   300,745    42.7    22,524    3.0    40,772    3.5 
Communications and technology   693,453    98.4    65,586    8.7    62,117    5.3 
Compensation and benefits   1,682,921    238.9    757,189    100.9    1,060,491    89.9 
Depreciation   14,578    2.1    4,776    0.6    5,131    0.4 
Loss on disposal of property and equipment   15,291    2.2    -    -    -    - 
Occupancy costs   92,826    13.2    40,967    5.5    44,162    3.7 
Professional fees   318,397    45.2    239,733    31.9    349,550    29.6 
Travel and business development   740,263    105.1    314,890    42.0    135,176    11.5 
Other administrative expenses   77,441    11.0    44,967    6.0    45,456    3.8 
Total expenses  $3,984,302    565.7   $1,490,632    198.6   $1,742,855    147.7 

  

8

 

 

Allowance for expected credit losses

 

Allowance for expected credit losses represent the movement of provision for expected credit loss. We measured provision for expected credit losses on receivables from customers, amounts due from related party and other assets using the current expected credit loss model under ASC 326, starting from April 1, 2023. The allowance for credit losses accounted for 6.9%, nil and nil of our total revenue for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Brokerage, clearing and exchange fees

 

Brokerage, clearing and exchange fees primary relate to transaction costs paid to broker-dealers and clearing organizations on securities brokerage services, as well as referral fees, which are expensed as incurred. Brokerage, clearing and exchange fees accounted for 42.7%, 3.0% and 3.5% of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Communications and technology

 

Communications and technology expenses mainly represent fees paid for the use of third party electronic trading systems and outsourced trading solution support services. Communications and technology expenses also include routine IT services and supplies incurred for our day to day administrative work. Communications and technology expenses accounted for 98.4%, 8.7% and 5.3% of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Compensation and benefits

 

Compensation and benefits mainly represent the share based compensation expenses, together with salaries and contributions to the retirement benefit scheme. Compensation and benefits expenses accounted for 238.9%, 100.9% and 89.9% of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Depreciation

 

Depreciation results from the depreciation of property and equipment, such as computer equipment, furniture and office equipment, and leasehold improvements. Depreciation accounted for 2.1%, 0.6% and 0.4% of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Loss on disposal of property and equipment

 

Loss on disposal of property and equipment represent the difference between the sales proceeds and the asset's carrying amount for the disposal of leasehold improvements associated with our old office. Loss on disposal of property and equipment accounted for 2.2%, nil and nil of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Occupancy costs

 

Occupancy costs are the rental expenses we incurred on the lease of our office premises, which accounted for 13.2%, 5.5% and 3.7% of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Professional fees

 

Professional fees are mainly the service fees for audit, company secretary, consulting, legal, and other professional services which are needed during the ordinary course of our business operation. Professional fees accounted for 45.2%, 31.9% and 29.6% of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Travel and business development

 

Travel and business development expenses include public relations and marketing expenditures, overseas and local travel, and other expenses incurred for the development of our business and expansion of our network. Travel and business development accounted for 105.1%, 42.0% and 11.5% of our total revenues for the six months ended September 30, 2024, 2023 and 2022, respectively.

 

Other administrative expenses

 

Other administrative expenses mainly consist of bank charges, company insurance fees and office expenses. Other administrative expenses accounted for 11.0%, 6.0% and 3.8% of our total revenues for the six months ended September 30, 2024, 2023 and 2022.

 

Income Tax

 

Our subsidiaries operating in Hong Kong are subjected to Hong Kong Profits Tax. For the six months ended September 30, 2024, 2023 and 2022, Hong Kong Profits Tax was calculated in accordance with the two-tiered profits tax rates regime under which the tax rate is 8.25% on assessable profits of the first HK$2,000,000 (equivalent to US$256,118) and 16.5% on any assessable profits in excess of HK$2,000,000 (equivalent to US$256,118). For connected entities, as is the case of our Hong Kong subsidiaries, I Win Securities Limited, I Win Asset Management Limited and I Win Holdings Limited, only one of the connected entities can elect to be charged at two-tiered tax rates. The other entity will be subject to tax rate of 16.5% on all our assessable profits, if any. For the six months ended September 30, 2024, 2023 and 2022, income tax accounted for 0.7%, 1.6% and nil of our total revenues, respectively.

 

9

 

 

Results of Operations

 

The following table sets forth a summary of our unaudited condensed consolidated results of operations for the periods presented and provides information regarding the dollar and percentage increase or (decrease) during such periods.

 

Six Months Ended September 30, 2024 Compared to Six Months Ended September 30, 2023

 

   For the Six Months Ended September 30, 
   2024   2023   Variance 
   US$   % of total revenues   US$   % of total revenues   Amount   % 
                         
Revenues:                        
Advisory fees   -    -    321,558    42.8    (321,558)   (100.0)
Brokerage commissions   151,452    21.5    158,209    21.1    (6,757)   (4.3)
Brokerage commissions-related parties   11,922    1.7    1,180    0.2    10,742    910.3 
Due diligence service fees   39,698    5.6    -    -    39,698    100.0 
Handling income   44,480    6.3    43,516    5.8    964    2.2 
Handling income-related parties   -    -    2,057    0.3    (2,057)   (100.0)
Introducing and referral income   329,534    46.8    159,129    21.2    170,405    107.1 
Investment management fee income   7,826    1.1    -    -    7,826    100.0 
Underwriting and placement income   82,251    11.7    39,765    5.3    42,486    106.8 
Interest income and others   35,157    5.0    24,141    3.2    11,016    45.6 
Interest income and others-related parties   2,019    0.3    1,071    0.1    948    88.5 
Total revenues   704,339    100.0    750,626    100.0    (46,287)   (6.2)
                               
Expenses:                              
Allowance for expected credit losses   (48,387)   6.9    -    -    48,387    100.0 
Brokerage, clearing and exchange fees   (300,745)   42.7    (22,524)   3.0    278,221    1235.2 
Communications and technology   (693,453)   98.4    (65,586)   8.7    627,867    957.3 
Compensation and benefits   (1,682,921)   238.9    (757,189)   100.9    925,732    122.3 
Depreciation   (14,578)   2.1    (4,776)   0.6    9,802    205.2 
Loss on disposal of property and equipment   (15,291)   2.2    -    -    15,291    100.0 
Occupancy costs   (92,826)   13.2    (40,967)   5.5    51,859    126.6 
Professional fees   (318,397)   45.2    (239,733)   31.9    78,664    32.8 
Travel and business development   (740,263)   105.1    (314,890)   42.0    425,373    135.1 
Other administrative expenses   (77,441)   11.0    (44,967)   6.0    32,474    72.2 
Total expenses   (3,984,302)   565.7    (1,490,632)   198.6    2,493,670    167.3 
                               
Loss before income taxes   (3,279,963)   465.7    (740,006)   98.6    (2,539,957)   (343.2)
Income tax benefits (expenses)   5,238    0.7    (11,654)   1.6    16,892    145.0 
Net loss   (3,274,725)   465.0    (751,660)   100.2    (2,523,065)   (335.7)

 

Revenues

 

Total revenues decreased by 6.2% from US$750,626 for the six months ended September 30, 2023 to US$704,339 for the six months ended September 30, 2024. The decrease was primarily due to a significant decline in our advisory fees, which was partially offset by increase in our due diligence service fees, introducing and referral income, underwriting and placement income and interest income and others.

 

Advisory fees – Advisory fees for the six months ended September 30, 2024 was nil, compared to US$321,558 for the six months ended September 30, 2023. The decrease was primarily because we did not engage in any investment advisory services during the six months ended September 30, 2024.

 

Brokerage commissions – Brokerage commissions increased by 2.5% from US$159,389 for the six months ended September 30, 2023 to US$163,374 for the six months ended September 30, 2024. This increase was primarily attributed to an increase in trading volumes on the exchanges in the United States during the six months ended September 30, 2024. Brokerage commissions related to exchanges in the United States increased by US$29,275 from US$3,508 for the six months ended September 30, 2023 to US$32,783 for the six months ended September 30, 2024. Despite the number of active accounts related to exchanges in the United States decreased from 113 for the six months ended September 30, 2023 to 19 for the six months ended September 30, 2024, the trading volumes of our securities brokerage activities related to exchanges in the United States increased significantly from US$3,144,722 for the six months ended September 30, 2023 to US$30,526,934 for the six months ended September 30, 2024. With the weighted average commission rates related to exchanges in the United States remaining at 0.11% for the six months ended September 30, 2024, and 2023, the increase in trade volumes on the exchanges in the United States drove an overall increase in brokerage commissions related to exchanges in the United States.

 

Meanwhile, brokerage commissions related to exchanges in Hong Kong decreased to US$130,591 for the six months ended September 30, 2024 from US$155,881 for the six months ended September 30, 2023. Despite the number of active account and weighted average commission rates increasing from 129 and 0.22%, respectively for the six months ended September 30, 2023 to 193 and 0.24%, respectively for the six months ended September 30, 2024, trading volumes related to exchanges in Hong Kong decreased from US$71,387,338 for the six months ended September 30, 2023 to US$53,802,079 for the six months ended September 30, 2024. With the increased participation in the United States market outweighing the decline in the Hong Kong market, overall brokerage commissions increased for the year ended September 30, 2024.

 

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Due diligence service fees – Due diligence service fees increased from nil for the six months ended September 30, 2023, to US$39,698 for the six months ended September 30, 2024. During the six months ended September 30, 2024, to diversify our income, we introduced a new type of due diligence service. This initiative stemmed from identifying an opportunity to leverage our expertise to offer comprehensive due diligence services to our customers. For the six months ended September 30, 2024, we successfully onboarded 2 projects contributing to US$39,698 in due diligence service fees. In contrast, we did not offer these services for the six months ended September 30, 2023.

 

Handling income – Handling income remained largely stable with a slight decrease of US$1,093 from US$45,573 for the six months ended September 30, 2023 to US$44,480 for the six months ended September 30, 2024, primarily due to no significant changes in operation.

 

Introducing and referral income – Introducing and referral income increased significantly by 107.1% from US$159,129 for the six months ended September 30, 2023 to US$329,534 for the six months ended September 30, 2024, primarily due to a significant block trade transaction during the six months ending September 30, 2024, which contributed revenue of US$321,347. In contrast, the largest customer contribution for the six months ended September 30, 2023 was $148,412, with smaller transactions facilitated during that period.

 

Investment management fee income – Investment management fee income increased from nil for the six months ended September 30, 2023 to US$7,826 for the six months ended September 30, 2024. The increase was primarily due to the new engagement of a fund managed by us in September 2024 after the previous fund managed by us had been fully redeemed in February 2023. This income represented a management fee charged at 1.2% per annum of the net asset values of the fund we managed.

 

Underwriting and placement income – Underwriting and placement income increased significantly by 106.8% from US$39,765 for the six months ended September 30, 2023 to US$82,251 for the six months ended September 30, 2024, primarily due to an increase in the weighted average fee rate for the underwriting project during the six months ended September 30, 2024. While the number of projects engaged remained the same, two projects benefited from a higher commission rate of 1.50%. Consequently, the weighted average fee rate for the underwriting project increased from 1.00% for the six months ended September 30, 2023 to 1.13% for the six months ended September 30, 2024

 

In addition, deal sizes for equity shares increased from US$3,957,810 during the six months ended September 30, 2023, to US$7,261,182 during the six months ended September 30, 2024, respectively. This growth in deal sizes, as well as the increase in the weighted average commission fee, contributed to the rise in underwriting and placement income. As of September 30, 2024, all related projects were completed with no outstanding obligations.

 

Interest income and others – Interest income and others increased from US$25,212 for the six months ended September 30, 2023 to US$37,176 for the six months ended September 30, 2024. The increase was primarily due to a rise in interest from customers regarding overdue receivables arising from brokerage transactions, from $20,770 for the six months ended September 30, 2023 to US$32,996 for the six months ended September 30, 2024.

 

Expenses

 

Allowance for expected credit losses - Allowance for expected credit losses increased from nil for the six months ended September 30, 2023 to US$48,387 for the six months ended September 30, 2024. No allowance for expected credit losses was recorded for the six months ended September 30, 2023, as there was no impact over the initial adoption of current expected credit loss model. With change in the credit risk and economic conditions, allowance for expected credit losses increased for the six months ended September 30, 2024.

 

Brokerage, clearing and exchange fees – Brokerage, clearing and exchange fees increased from US$22,524 for the six months ended September 30, 2023 to US$300,745 for the six months ended September 30, 2024. The increase was consistent with our increase in revenue from brokerage commissions and introducing and referral income. Brokerage, clearing and exchange fees on brokerage commissions increased from US$22,524 for the six months ended September 30, 2023 to US$34,396 for the six months ended September 30, 2024. In addition, brokerage, clearing and exchange fees on introducing and referral income increased from nil for the six months ended September 30, 2023 to US$266,349 for the six months ended September 30, 2024. The increase reflected a substantial payment to a third party as referral fee for the six months ended September 30, 2024.

 

Communications and technology – Communications and technology expenses sharply increased by 957.3% from US$65,586 for the six months ended September 30, 2023 to US$693,453 for the six months ended September 30, 2024. The increase was mainly due to our effort to enhance operational efficiency through subscriptions to financial community networks and advanced IT operation systems, which aided in streamlining our daily operations. In addition, we subscribed to an application with advanced machine learning and data analysis technique to assist us in delivering more accurate and reliable trading recommendations.

 

Compensation and benefits – Compensation and benefits expenses increased by 122.3% from US$757,189 for the six months ended September 30, 2023 to US$1,682,921 for the six months ended September 30, 2024. The increase was primarily attributable to share based compensation expenses of $835,967 recognized during the six months ended September 30, 2024, as well as an increase in the average number of staff from 13 in the six months ended September 30, 2023 to 18 in the six months ended September 30, 2024.

 

Depreciation – Depreciation expenses increased by 205.2% from US$4,776 for the six months ended September 30, 2023 to US$14,578 for the six months ended September 30, 2024 which was result from addition in property and equipment for new office during the six months ended September 30, 2024.

 

Loss on disposal of property and equipment - Loss on disposal of property and equipment for the six months ended September 30, 2024 was US$15,291, compared to nil for the six months ended September 30, 2023. The increase was due to the derecognition of leasehold improvements associated with the old office during the six months ended September 30, 2024 while no such expenses incurred during the six months ended September 30, 2023.

 

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Occupancy costs – Occupancy costs increased by 126.6% from US$40,967 for the six months ended September 30, 2023 to US$92,826 for the six months ended September 30, 2024, primarily due to an increase in lease payments, building management fees and government rates as a result of moving into a new office premises.

 

Professional fees – Professional fees increased from US$239,733 for the six months ended September 30, 2023 to US$318,397 for the six months ended September 30, 2024. The increase in professional fees was primarily due to the Nasdaq Capital Market annual fees incurred following the completion of our initial public offering, as well as professional services and printing fees incurred related to post-listing activities.

 

Travel and business development – Travel and business development expenses increased significantly by 135.1% from US$314,890 for the six months ended September 30, 2023 to US$740,263 for the six months ended September 30, 2024. The increase was primarily driven by substantial public relations and marketing expenditures, reflecting our dedicated investment in a brand revitalization proposal and the planning of a comprehensive public relations strategy, indicating a strong commitment to enhancing brand image and expanding market visibility.

 

Other administrative expenses – Other administrative expenses increased from US$44,967 for the six months ended September 30, 2023 to US$77,441 for the six months ended September 30, 2024, primarily due to a rise in costs associated with office operations and company insurance premiums.

 

Loss before income taxes

 

We had a loss before income taxes of US$3,279,963 and US$740,006 for the six months ended September 30, 2024 and 2023, respectively. The significant increase in loss before income taxes was primarily driven by an increase in overall expenses. Investments in advanced IT systems, increased marketing expenses to drive operational efficiency and brand development, and higher brokerage, clearing, and exchange fees due to the growth in introducing and referral income, contributed to higher expenses during the six months ended September 30, 2024. Additionally, our compensation and benefits increased significantly with the share based compensation expenses, along with the increase in the average number of staff during the six months ended September 30, 2024. These factors collectively influenced our loss before income tax for the six months ended September 30, 2024.

 

Income tax benefits (expenses)

 

Income tax expense changed from US$11,654 for the six months ended September 30, 2023 to income tax benefits US$5,238 for the six months ended September 30, 2024. The change was primarily driven by an increase in deferred tax assets related to temporary differences in allowances for expected credit losses.

 

Net loss

 

As a result of the foregoing factors, net loss increased by 335.7% from US$751,660 for the six months ended September 30, 2023 to US$3,274,725 for the six months ended September 30, 2024.

 

Six Months Ended September 30, 2023 Compared to Six Months Ended September 30, 2022

 

   For the Six Months Ended September 30, 
   2023   2022   Variance 
   US$   % of total revenues   US$   % of total revenues   Amount   % 
                         
Revenues:                        
Advisory fees   321,558    42.8    -    -    321,558    100.0 
Brokerage commissions   158,209    21.1    351,139    29.8    (192,930)   (54.9)
Brokerage commissions-related parties   1,180    0.2    71,187    6.0    (70,007)   (98.3)
Handling income   43,516    5.8    18,123    1.5    25,393    140.1 
Handling income-related parties   2,057    0.3    -    -    2,057    100.0 
Introducing and referral income   159,129    21.2    224,865    19.1    (65,736)   (29.2)
Investment management fee income   -    -    18,658    1.6    (18,658)   (100.0)
Investment management fee income-related parties   -    -    2,088    0.2    (2,088)   (100.0)
Underwriting and placement income   39,765    5.3    414,657    35.1    (374,892)   (90.4)
Interest income and others   24,141    3.2    73,643    6.2    (49,502)   (67.2)
Interest income and others-related parties   1,071    0.1    5,742    0.5    (4,671)   (81.3)
Total revenues   750,626    100.0    1,180,102    100.0    (429,476)   (36.4)
                               
Expenses:                              
Brokerage, clearing and exchange fees   (22,524)   3.0    (40,772)   3.5    (18,248)   (44.8)
Communications and technology   (65,586)   8.7    (62,117)   5.3    3,469    5.6 
Compensation and benefits   (757,189)   100.9    (1,060,491)   89.9    (303,302)   (28.6)
Depreciation   (4,776)   0.6    (5,131)   0.4    (355)   (6.9)
Occupancy costs   (40,967)   5.5    (44,162)   3.7    (3,195)   (7.2)
Professional fees   (239,733)   31.9    (349,550)   29.6    (109,817)   (31.4)
Travel and business development   (314,890)   42.0    (135,176)   11.5    179,714    132.9 
Other administrative expenses   (44,967)   6.0    (45,456)   3.8    (489)   (1.1)
Total expenses   (1,490,632)   198.6    (1,742,855)   147.7    (252,223)   (14.5)
                               
Loss before income taxes   (740,006)   98.6    (562,753)   47.7    (177,253)   (31.5)
Income tax (expenses) benefits   (11,654)   1.6    171    -    (11,825)   (6,915.2)
Net loss   (751,660)   100.2    (562,582)   47.7    (189,078)   (33.6)

 

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Revenues

 

Total revenues decreased by 36.4% from US$1,180,102 for the six months ended September 30, 2022 to US$750,626 for the six months ended September 30, 2023. The decrease was primarily due to decrease in our brokerage commissions, introducing and referral income, investment management fee income, underwriting and placement income and interest income and others, and partially offset by the increase in our advisory fees and handling income.

 

Advisory fees – Advisory fee for the six months ended September 30, 2023 amounted to US$321,558, compared to nil for the six months ended September 30, 2022. The change was mainly due to the introduction of a new type of investment advisory service during the six months ended September 30, 2023.

 

Brokerage commissions – Brokerage commissions decreased significantly by 62.3% from US$422,326 for the six months ended September 30, 2022 to US$159,389 for the six months ended September 30, 2023. The decrease was mainly attributed to reduced demand for securities brokerage activities in the United States market, resulting in a drop in trading volume on the exchanges in the United States during the six months ended September 30, 2023. Brokerage commissions related to exchanges in the United States decreased by US$304,407 from US$307,915 for the six months ended September 30, 2022 to US$3,508 for the six months ended September 30, 2023. Our active accounts related to exchanges in the United States decreased by 55.0% to 113 during the six months ended September 30, 2023. In addition, trading volume of our securities brokerage activities related to exchanges in the United States decreased from US$162,871,366 for the six months ended September 30, 2022 to US$3,144,722 for the six months ended September 30, 2023. With less participation in the market in the United States and decline in trading volume, the weighted average commission rates related to exchanges in the United States decreased from 0.19% for the six months ended September 30, 2022 to 0.11% for the six months ended September 30, 2023.

 

Meanwhile, brokerage commissions related to exchanges in Hong Kong increased to US$155,881 for the six months ended September 30, 2023 from US$84,425 for the six months ended September 30, 2022. The increase was mainly due to the increase in weighted average commission rates related to exchanges in Hong Kong, with an increase from 0.15% for the six months ended September 30, 2022 to 0.22% for the six months ended September 30, 2023, together with an increase in trade volume by US$14,133,973 during the six months ended September 30, 2023. Though there was an increase in brokerage commissions for exchange in Hong Kong, we did not perform any engagement in other exchanges and overall brokerage commissions decreased due to our significant reduction in engagement in the United States market.

 

Handling income – Handling income increased from US$18,123 for the six months ended September 30, 2022 to US$45,573 for the six months ended September 30, 2023. The increase was mainly due to we are actively engaged in transferring the physical shares held by customer to CCASS for custodian services.

 

Introducing and referral income – Introducing and referral income decreased by 29.2% from US$224,865 for the six months ended September 30, 2022 to US$159,129 for the six months ended September 30, 2023, primarily due to the smaller transactions that we facilitated during the six months ended September 30, 2023. Specifically, during the six months ended September 30, 2022, we referred a block trade transaction to another financial institution for a revenue of US$189,813. During the six months ended September 30, 2023, we reduced our level of activities to smaller-scale transactions.

 

Investment management fee income – Investment management fee income decreased from US$20,746 for the six months ended September 30, 2022 to nil for the six months ended September 30, 2023 due to the full redemption of the fund managed by us in February 2023.

 

Underwriting and placement income – Underwriting and placement income decreased significantly by 90.4% from US$414,657 for the six months ended September 30, 2022 to US$39,765 for the six months ended September 30, 2023, primarily due to reduced engagements in underwriting and placement services during the six months ended September 30, 2023. For the six months ended September 30, 2023, we were only involved in 4 underwriting and placement projects, compared to 7 underwriting and placement projects during the six months ended September 30, 2022. The decrease is mainly due to the absence of any bonds or other similar projects during the six months ended September 30, 2023. In addition, there was a decrease in weighted average fee rate for equity shares between the six months ended September 30, 2023 and 2022, a result of receiving less fixed charges from projects that typically enjoyed higher commission rates. As of September 30, 2023, all related projects were completed with no outstanding obligations.

 

Interest income and others – Interest income and others decreased from US$79,385 for the six months ended September 30, 2022 to US$25,212 for the six months ended September 30, 2023. The decrease was attributable to the decrease in government subsidies, which were one-off entitlement granted by the Hong Kong Government under the Employment Support Scheme of the Anti-epidemic Fund amid the outbreak of COVID-19, from $47,660 for the six months ended September 30, 2022 to nil for the six months ended September 30, 2023.

 

13

 

 

Expenses

 

Brokerage, clearing and exchange fees – Brokerage, clearing and exchange fees decreased from US$40,772 for the six months ended September 30, 2022 to US$22,524 for the six months ended September 30, 2023. The decrease was consistent with our decrease in revenue with less cost incurred during the six months ended September 30, 2023.

 

Communications and technology – Communications and technology expenses remained largely stable with an increase of US$3,469 for the six months ended September 30, 2023 when compared to that for the six months ended September 30, 2022. This is because of the general pricing adjustments charged by the vendors between the periods.

 

Compensation and benefits – Compensation and benefits expenses decreased by 28.6% from US$1,060,491 for the six months ended September 30, 2022 to US$757,189 for the six months ended September 30, 2023. The decrease was mainly due to a reduction in the average number of staff from 18 in the six months ended September 30, 2022 to 13 in the six months ended September 30, 2023.

 

Depreciation – Depreciation expenses remained consistent for the six months ended September 30, 2023 as compared to that for the six months ended September 30, 2022 since we did not make significant investments in property and equipment during the six months ended September 30, 2023.

 

Occupancy costs – Occupancy costs decreased by US$3,195 to US$40,967 for the six months ended September 30, 2023 as compared to that for the six months ended September 30, 2022 since the cost saving in short term lease was offset by the increase in management fee and government rates during the six months ended September 30, 2023.

 

Professional fees – Professional fees decreased by 31.4% from US$349,550 for the six months ended September 30, 2022 to US$239,733 for the six months ended September 30, 2023. The sharp decrease was due to a reduction in fees previously associated with the set-up and annual charges related to a fund managed by us under our investment management business.

 

Travel and business development – Travel and business development expenses increased significantly by 132.9% from US$135,176 for the six months ended September 30, 2022 to US$314,890 for the six months ended September 30, 2023. The increase was a result of heightened activities in business development. With intensified efforts to expand and develop our business, the increased expenses indicate our strategic focus on expanding the business, pursuing new opportunities, and establishing a stronger market presence.

 

Other administrative expenses – Other administrative expenses remained steady with change from US$45,456 for the six months ended September 30, 2022 to US$44,967 for the six months ended September 30, 2023. The expenses were stable as there was no significant change in our operation.

 

Loss before income taxes

 

We had a loss before income taxes of US$740,006 and US$562,753 for the six months ended September 30, 2023 and 2022, respectively. The increase in loss before income taxes was largely contributed by a higher percentage decrease in revenue than the decrease in expenses under cost-saving measures during the six months ended September 30, 2023.

 

Income tax (expenses) benefits

 

Income tax benefits decreased from US$171 for the six months ended September 30, 2022 to income tax expenses of US$11,654 for the six months ended September 30, 2023. The change was primarily due to the increase in current tax expenses related to the profits generated by our subsidiary in Hong Kong as we have exhausted all available tax losses carried forward from previous years to offset against current year taxable profits.

 

Net loss

 

As a result of the foregoing factors, net loss increased by 33.6% from US$562,582 for the six months ended September 30, 2022 to US$751,660 for the six months ended September 30, 2023.

 

Liquidity and Capital Resources

 

Prior to our initial public offering on December 1, 2023, our principal sources of liquidity to finance our operating activities were from the financings provided by our related parties and major shareholders.

 

On December 1, 2023, we completed our initial public offering on the NASDAQ. In this offering, 2,500,000 ordinary shares were issued at a price of US$4 per share. In addition, we entered into an underwriting agreement with the underwriter on November 30, 2023, which granted the underwriter a 45-day option to purchase up to an additional 375,000 ordinary shares at the public offering price of US$4 per share, less underwriting discounts, to cover any over-allotment. Subsequently, on December 4, 2023, the underwriter exercised the over-allotment option in full, purchasing an additional 375,000 ordinary shares at the public offering price of US$4 per share. The initial public offering and the exercise of the over-allotment option closed on December 5, 2023, with gross proceeds totaling US$11,500,000, before deducting underwriting discounts and offering expenses.

 

As of September 30, 2024, we had US$7,970,059 in cash and restricted cash, out of which US$7,308,883 was held in Hong Kong dollars, and the rest was held in U.S. dollars and other currencies. Our cash, cash equivalents and restricted cash primarily consist of general bank balances and segregated clients’ bank account balances.

 

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We believe that our current cash and restricted cash and our anticipated cash flows from operations will be sufficient to meet our cash needs for general corporate purposes for at least the next 12 months. If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, or if we determine to accelerate our growth, then additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.

 

Regulatory Capital Requirements

 

As our Operating Subsidiaries are regulated by HKSFC in relation to their operating activities in Hong Kong, local rules and regulations require the Operating Subsidiaries to maintain relevant capital adequacy levels. The following table illustrates the minimum regulatory capital as established by HKSFC that our subsidiaries were required to maintain as of September 30, 2024 and March 31, 2024 and the actual amounts of capital maintained.

 

Capital requirements as of September 30, 2024

 

   Minimum Regulatory Capital Requirements  

 

Capital Levels Maintained

  

 

 

Excess Net Capital

  

 

Percent of Requirement Maintained

 
I Win Securities Limited  $386,109   $1,193,207   $807,098    309%
I Win Asset Management Limited(1)   12,870    62,936    50,066    489%
Total  $398,979   $1,256,143   $857,164    315%

 

(1)I Win Asset Management is only required to file its regulatory returns in June and December of every year. The capital level presented above as of September 30, 2024 reflects the position as submitted in its regulatory return as of June 2024.

 

Capital requirements as of March 31, 2024

 

   Minimum Regulatory Capital Requirements  

 

Capital Levels Maintained

  

 

 

Excess Net Capital

  

 

Percent of Requirement Maintained

 
I Win Securities Limited  $383,345   $1,640,332   $1,256,987    428%
I Win Asset Management Limited(1)   12,778    72,452    59,674    567%
Total  $396,123   $1,712,784   $1,316,661    432%

 

(1)I Win Asset Management is only required to file its regulatory returns in June and December of every year. The capital level presented above as of March 31, 2024 reflects the position as submitted in its regulatory return as of December 2023.

 

As of September 30, 2024 and March 31, 2024, all our Operating Subsidiaries were in compliance with their respective regulatory capital requirements. We consider ourselves having strong and adequate capital resources to carry out our operations.

 

Cash Flows

 

The following table sets forth a summary of our cash flows for the periods presented.

 

   For the Six Months Ended September 30, 
   2024   2023   2022 
   US$   US$   US$ 
Net cash (used in) provided by operating activities   (809,604)   203,660    3,985,064 
Net cash used in investing activity   (217,833)   -    (22,171)
Net cash (used in) provided by financing activities   -    (249,246)   628,281 
Effect of exchange rates on cash and restricted cash   59,294    15,204    (19,109)
Net (decrease) increase in cash and restricted cash   (968,143)   (30,382)   4,572,065 
Cash and restricted cash, beginning of period   8,938,202    6,317,200    7,842,802 
Cash and restricted cash, end of period   7,970,059    6,286,818    12,414,867 

 

15

 

 

Operating activities

 

Net cash used in operating activities for the six months ended September 30, 2024 was US$809,604, as compared to the net loss of US$3,274,725. The difference was primarily attributable to (i) a decrease of US$1,242,619 in other assets, which was attributed to the utilization of previous made advance payments for IT and marketing services delivered; (ii) share based compensation expenses of US$835,967; (iii) an increase of US$762,796 in receivables from customers and an increase of US$493,237 in payables to customers, which impacted by our customers’ fund allocation preferences of placing less cash with us in the designated accounts for their securities brokerage transactions; and (iv) an increase of US$325,055 in receivables from broker-dealers and clearing organizations and an increase of US$902,154 in payables to broker-dealers and clearing organizations, which were because there were more unsettled trades on trade-date basis related to exchange in Hong Kong and more cash being placed near the year end date with our broker-dealers in relation to our customers’ securities dealing activities.

  

Net cash provided by operating activities for the six months ended September 30, 2023 was US$203,660, as compared to the net loss of US$751,660. The difference was primarily attributable to (i) a decrease of US$1,272,712 in receivables from customers and decrease of US$2,297,307 in payables to customers, which were significantly impacted by our customers’ fund allocation preferences on one specific date whereby on September 30, 2023, our customers left less cash with us in the designated accounts for their securities brokerage transactions; and (ii) a decrease of US$4,222,005 in receivables from broker-dealers and clearing organizations and an decrease of US$1,990,199 in payables to broker-dealers and clearing organizations, which were because there were less unsettled trades on trade-date basis related to exchange in Hong Kong and less cash being placed near the year end date with our broker-dealers in relation to our customers’ securities dealing activities.

 

Net cash provided by operating activities for the six months ended September 30, 2022 was US$3,985,064, as compared to the net loss of US$562,582. The difference was primarily attributable to an increase of US$4,513,081 in payables to customers, which were significantly impacted by our customers’ fund allocation preferences on one specific date whereas on September 30, 2022, our customers left more cash with us in the designated accounts for their securities brokerage transactions.

 

Investing activities

 

Net cash used in investing activities for the six months ended September 30, 2024, 2023 and 2022 was US$217,833, nil and US$22,171, respectively, which was fully spent on the purchase of property and equipment.

 

Financing activities

 

Net cash used in financing activities for the six months ended September 30, 2024 was nil due to no offering costs associated with the IPO incurred as we completed our IPO in December 2023 and there was no financing obtained from related parties.

 

Net cash used in financing activities for the six months ended September 30, 2023 was US$249,246. This was solely due to payment of offering costs related to IPO.

 

Net cash provided by financing activities for the six months ended September 30, 2022 was US$628,281. This was primarily due to deposit of US$795,187 received from a group of investors who were to subscribe for our ordinary shares. The balance was partially offset by payment of offering costs related to IPO of US$166,906.

 

Quantitative and Qualitative Disclosures about Market Risks

 

Currency risk

 

Our operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. We consider the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.

 

Concentration and credit risks

 

Financial instruments that potentially subject us to the credit risks consist of cash, restricted cash, receivables from broker-dealers and clearing organizations, receivables from customers and amounts due from related party. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.

 

We deposit the cash with reputable banks located in Hong Kong. As of September 30, 2024, US$7,970,059 were deposited with these banks, respectively. Balances maintained with banks in Hong Kong are insured under the Deposit Protection Scheme introduced by the Hong Kong Government for a maximum amount of HK$500,000 (equivalent to $64,352), and further increased to HK$800,000 (equivalent to $102,963) effective on October 1, 2024, for each depositor at one bank, whilst the balances maintained by us may at times exceed the insured limits. Cash balances maintained with banks in Hong Kong are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. We have not experienced any losses in these bank accounts and management believes that we are not exposed to any significant credit risk on cash.

 

For the credit risk related to receivables from broker-dealers and clearing organizations and receivables from customers, we perform regular and ongoing credit assessments of the counterparts’ financial conditions and credit histories. We also assess historical collection trends, aging of receivables, securities we hold on hand of these counterparts. Further, for receivables from customers related to brokerage transactions, of which under the contracts entered into between us and our customers, we are entitled to liquidate the security positions we hold on behalf of the particular customers in order to cover the receivable balances in case of default, we generally hold no collateral or security against other receivables. We consider that we have adequate controls over these receivables in order to minimize the related credit risk. As of September 30, 2024 and March 31, 2024, the balances of allowance for expected credit losses were $56,354 and $7,668, respectively.

 

16

 

 

For the six months ended September 30, 2024, 2023 and 2022, most of our assets were located in Hong Kong. At the same time, we consider that we are exposed to the following concentrations of risk:

 

(a)Major customers

 

For the six months ended September 30, 2024, 2023 and 2022, customers who accounted for 10% or more of our revenues and their respective outstanding balances at period end dates, are presented as follows:

 

   For the six months ended September 30, 2024   As of September 30, 2024 
Customer  Revenue   Percentage of revenue   Receivables from customers, gross   Percentage of receivables from customers, gross 
Customer A  $321,348    46%  $75,423       4%

 

   For the six months ended September 30, 2023   As of September 30, 2023 
Customer  Revenue   Percentage of revenue   Receivables from customers, gross   Percentage of receivables from customers, gross 
Customer B  $296,823    40%  $49,482       8%
Customer C   148,412    20%   -    - 
Total:  $445,235    60%  $49,482    8%

 

   For the six months ended September 30, 2022   As of September 30, 2022 
Customer  Revenue   Percentage of revenue   Receivables from customers, gross   Percentage of receivables from customers, gross 
Customer D  $227,852    19%  $        -           -%
Customer E   200,683    17%   -    - 
Total:  $428,535    36%  $-    -%

 

(b)Major vendors

 

For the six months ended September 30, 2024, there was one vendor who accounted for 10% or more of our revenues. Cost of revenue of this vendor for the six months ended September 30, 2024 was $266,349 which represented approximately 38% of our total revenues for that period. For the six months ended September 30, 2023 and 2022, there was no vendor who accounted for 10% or more of our revenues.

 

(c)Receivables

 

As of September 30, 2024, there were two counterparties whose receivables accounted for 10% or more of our total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses. These receivables accounted for approximately 31% and 16% of the total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses, respectively. As of March 31, 2024, there were three counterparties whose receivables accounted for 10% or more of our total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses. These receivables accounted for approximately 39%, 30% and 11% of the total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses, respectively. As of September 30, 2024 and March 31, 2024, receivables from the top counterparty represented balances due from the clearing exchange in Hong Kong which arose from unsettled trades on trade-date basis.

 

Interest rate risk

 

Fluctuations in market interest rates may negatively affect our financial conditions and results of operations. We are exposed to floating interest rate risk on bank deposits and customers’ overdue. Nevertheless, we consider our interest rate risk is not material and we have not used any derivatives to manage or hedge our interest risk exposure.

 

Seasonality

 

The nature of our business does not appear to be affected by seasonal variations.

 

17

 

  

Inflation

 

Whilst inflation has been a global issue impacting many countries around the globe, inflation in Hong Kong has not materially affected our results of operations in recent years. According to the Census and Statistics Department of Hong Kong, the year-over-year percent changes in the consumer price index rose by at 0.9% for the six months ended September 30, 2024 and 2023, and 1.8% for the six months ended September 30, 2023 and 2022. Although we have not been affected by inflation at this point in time, we may be affected if Hong Kong and any other jurisdiction where we operate in the future experience higher rates of inflation in the future.

 

Contractual obligations and Contingencies

 

In the normal course of our business, we are subject to contingencies, such as legal proceedings and claims arising out of our business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in our unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

 

 

As of the date of this Form 6-K, we did not have any loss contingencies which require to be recognized or disclosed in our unaudited condensed consolidated financial statements.

 

As of September 30, 2024, our contractual obligations were as follows:

 

   Less than 1 year  

Between

1-2 years

   Over 3 years   Total 
Contractual obligations  US$   US$   US$   US$ 
Operating lease commitment   123,555    144,147    -    267,702 

 

Off-Balance Sheet Commitments and Arrangements

 

We have not entered into any financial guarantees, commitments or other arrangements to guarantee payment obligations of any parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our unaudited condensed consolidated financial statements. Moreover, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

 

Trend Information

 

Other than as disclosed elsewhere in this Form 6-K, we are not aware of any trends, uncertainties, demands, commitments, or events for the six months ended September 30, 2024, that are reasonably likely to have a material and adverse effect on revenues, income, profitability, liquidity, or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

 

Significant Accounting Policies and Critical Accounting Judgments and Estimates

 

We prepare our unaudited condense consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingent assets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions and our expectations regarding the future based on available information, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

 

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, including revenue recognition, receivables from customers, receivables from broker-dealers and clearing organizations, payables to customers, payables to broker-dealers and clearing organizations, share based compensation expenses and income taxes, of which the details are set out in our unaudited condensed consolidated financial statements. You should also consider the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.

 

Receivables from broker-dealers and clearing organizations

 

Receivables from broker-dealers and clearing organizations represent balances due from broker-dealers and clearing organizations, including cash deposits placed, net commission receivables, receivables arising from unsettled trades on trade-date basis.

 

18

 

 

Receivables from broker-dealers and clearing organizations are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is our best estimate of the amount of probable credit losses in our existing receivables from broker-dealers and clearing organizations. We assess collectability by reviewing receivables from broker-dealers and clearing organizations on a collective basis where similar characteristics exist or on an individual basis when we identify specific broker-dealers and clearing organizations with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, we consider historical collectability based on past due status, the age of the balances of receivables from broker-dealers and clearing organizations, credit quality of our customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from counterparties. Under this accounting guidance, we measure credit losses on our receivables from broker-dealers and clearing organizations using the current expected credit loss model under ASC 326. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2024 and March 31, 2024, no allowance for expected credit losses were recorded, respectively.

 

Receivables from customers

 

Receivables from customers include (i) amounts due on brokerage transactions on trade-date basis and those not yet settled by customers on settlement dates; (ii) fee receivables related to advisory services, due diligence services, introducing and referral services, investment management services and underwriting and placement services provided.

 

Receivables from customers are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is our best estimate of the amount of probable credit losses in our existing receivables from customers. We assess collectability by reviewing receivables from customers on a collective basis where similar characteristics exist, primarily based on similar business line, service or product offerings and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, we consider historical collectability based on past due status, the age of the balances of receivables from customers, credit quality of our customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from counterparties. Under this accounting guidance, we measure credit losses on our receivables from customers using the current expected credit loss model under ASC 326. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2024 and March 31, 2024, we provided allowance for expected credit losses of $55,554 and $6,641, respectively.

 

Share based compensation expenses

 

We use the fair value method of accounting for the share options granted to grantees to measure the cost services received in exchange for share based awards. We have selected the binominal option-pricing model as the most appropriate fair value method for our option awards. The Binomial model takes into account variables such as volatility, dividend yield rate, and risk-free interest rate and also allows for the use of dynamic assumptions and considers the contractual term of the option, and the probability that the option will be exercised prior to the end of its contractual life. We estimate the forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. These inputs are subjective and generally require significant judgment. The resulting cost is recognized over the period during which directors and employees are required to provide service in exchange for the awards. Share-based compensation expense is recognized on a graded vesting basis, net of estimated forfeitures. During the six months ended September 30, 2024, 2023 and 2022, the total amount charged to the unaudited condensed consolidated statements of operations and comprehensive loss in respect of our share based compensation expenses were US$835,967, nil and nil, respectively.

 

In accordance with ASC 718, modifications to stock-based awards are accounted for as exchanges of the original awards for new awards. The incremental fair value, which is the difference between the fair value of the modified award and the original award immediately before modification, is measured at the modification date. This incremental fair value is recognized immediately as compensation cost for vested awards. For unvested awards, the incremental compensation cost, along with any remaining unrecognized compensation cost of the original award, is recognized over the remaining requisite vesting period.

 

Valuation allowance against deferred tax assets

 

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

Valuation allowance is provided against deferred tax assets when we determine that it is more-likely-than-not that the deferred tax assets will not be utilized in the future. We consider positive and negative evidence to determine whether some portion or all of the deferred tax assets will more-likely-than-not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses and forecasts of future profitability. These assumptions require significant judgment and the forecasts of future taxable income are consistent with the plans and estimates we are using to manage the underlying businesses.

 

As of September 30, 2024 and March 31, 2024, we had net operating loss carryforwards indefinitely of US$1,845,410 and US$1,300,259, respectively, which fully arose from the subsidiaries established in Hong Kong and can be carried forward indefinitely against future assessable profits. Due to the successive years of losses recognized by the Hong Kong subsidiaries, we are uncertain when these net operating losses can be utilized. As a result, we provided a 100% allowance on deferred tax assets on net operating losses of US$304,493 and US$214,543 related to the Hong Kong subsidiaries as of September 30, 2024 and March 31, 2024, respectively.

 

Recent accounting pronouncements

 

See the discussion of the recent accounting pronouncements contained in Note 2 to the unaudited condensed consolidated financial statements, “Summary of Significant Accounting Policies”.

 

 

19

 

 

 

v3.24.4
Document And Entity Information
6 Months Ended
Sep. 30, 2024
Document Information Line Items  
Entity Central Index Key 0001954269
Document Type 6-K
Document Fiscal Year Focus 2025
Entity File Number 001-41879
Entity Registrant Name GARDEN STAGE LIMITED
Amendment Flag false
Document Period End Date Sep. 30, 2024
Document Fiscal Period Focus Q2
Current Fiscal Year End Date --03-31
v3.24.4
Unaudited Condensed Consolidated Balance Sheets
Sep. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
Current assets    
Cash $ 863,069 $ 2,665,852
Restricted cash 7,106,990 6,272,350
Receivables from broker-dealers and clearing organizations 941,028 609,939
Receivables from customers, net 971,356 248,063
Receivables from customers-related party, net 3,709
Other assets, current, net 2,372,459 2,452,655
Total current assets 12,258,787 12,256,426
Non-current assets    
Operating lease right-of-use assets 234,426 280,903
Deferred tax assets, net 8,430 2,660
Property and equipment, net 209,358 20,302
Intangible assets 64,352 63,891
Other assets, non-current, net 2,837,456 3,959,651
Total non-current assets 3,354,022 4,327,407
Total assets 15,612,809 16,583,833
Current liabilities    
Payables to customers 6,675,408 6,135,327
Payables to broker-dealers and clearing organizations 1,046,204 138,513
Income tax payable 16,455 15,855
Operating lease liabilities, current 115,566 91,990
Accrued expenses and other liabilities 77,051 83,479
Total current liabilities 8,570,398 7,100,413
Non-current liabilities    
Operating lease liabilities, non-current 140,981 197,932
Total non-current liabilities 140,981 197,932
Total liabilities 8,711,379 7,298,345
Commitments and contingencies
Shareholders’ equity    
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized;15,625,000 shares issued and outstanding as of September 30, 2024 and March 31, 2024 respectively * [1] 1,563 1,563
Additional paid-in capital 14,876,043 14,033,722
Accumulated deficit (7,943,698) (4,668,973)
Accumulated other comprehensive losses (32,478) (80,824)
Total shareholders’ equity 6,901,430 9,285,488
Total liabilities and shareholders’ equity 15,612,809 16,583,833
Related Party    
Current liabilities    
Payables to customers-related parties 639,714 635,249
Related Party    
Current assets    
Amounts due from related party, net 3,885 3,858
Current liabilities    
Payables to customers-related parties $ 639,714 $ 635,249
[1] Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.
v3.24.4
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Sep. 30, 2024
Mar. 31, 2024
Statement of Financial Position [Abstract]    
Ordinary shares, par value (in Dollars per share) [1] $ 0.0001 $ 0.0001
Ordinary shares, shares authorized [1] 500,000,000 500,000,000
Ordinary shares, shares issued [1] 15,625,000 15,625,000
Ordinary shares, shares outstanding [1] 15,625,000 15,625,000
[1] Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.
v3.24.4
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Revenues      
Total revenues $ 704,339 $ 750,626 $ 1,180,102
Expenses      
Allowance for expected credit losses 48,387
Brokerage, clearing and exchange fees 300,745 22,524 40,772
Communications and technology 693,453 65,586 62,117
Compensation and benefits 1,682,921 757,189 1,060,491
Deprecation 14,578 4,776 5,131
Loss on disposal of property and equipment 15,291
Occupancy costs 92,826 40,967 44,162
Professional fees 318,397 239,733 349,550
Travel and business development 740,263 314,890 135,176
Other administrative expenses 77,441 44,967 45,456
Total expenses 3,984,302 1,490,632 1,742,855
Loss before income taxes (3,279,963) (740,006) (562,753)
Income tax benefit (expense) 5,238 (11,654) 171
Net loss (3,274,725) (751,660) (562,582)
Other comprehensive income (loss)      
Foreign currency translation adjustments 48,346 6,436 (89)
Total comprehensive loss $ (3,226,379) $ (745,224) $ (562,671)
Loss per share:      
Loss per share Basic (in Dollars per share) $ 0.21 $ 0.06 $ 0.05
Loss per share Diluted (in Dollars per share) $ 0.21 $ 0.06 $ 0.05
Weighted average number of ordinary shares outstanding:      
Weighted average number of ordinary shares outstanding Ordinary shares - Basic (in Shares) [1] 15,625,000 12,618,552 11,475,000
Weighted average number of ordinary shares outstanding Ordinary shares – Diluted (in Shares) [1] 15,625,000 12,618,552 11,475,000
Advisory fees      
Revenues      
Revenues $ 321,558
Brokerage commissions      
Revenues      
Revenues 151,452 158,209 351,139
Brokerage commissions-related parties      
Revenues      
Revenues 11,922 1,180 71,187
Due diligence service fees      
Revenues      
Revenues 39,698
Handling income      
Revenues      
Revenues 44,480 43,516 18,123
Handling income-related parties      
Revenues      
Revenues 2,057
Introducing and referral income      
Revenues      
Revenues 329,534 159,129 224,865
Investment management fee income      
Revenues      
Revenues 7,826 18,658
Investment management fee income-related party      
Revenues      
Revenues 2,088
Underwriting and placement income      
Revenues      
Revenues 82,251 39,765 414,657
Interest income and others      
Revenues      
Revenues 35,157 24,141 73,643
Interest income and others-related parties      
Revenues      
Revenues $ 2,019 $ 1,071 $ 5,742
[1] Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.
v3.24.4
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity - USD ($)
Ordinary shares
Subscription receivables
Accumulated deficit
Accumulated other comprehensive loss
Additional paid-in capital
Total
Balance at Mar. 31, 2022 $ 1,148 [1] $ (1,148) $ 127,674 $ 1,028   $ 128,702
Balance (in Shares) at Mar. 31, 2022 [1] 11,475,000          
Net loss (562,582)   (562,582)
Foreign currency translation adjustments (89)   (89)
Balance at Sep. 30, 2022 $ 1,148 [1] $ (1,148) (434,908) 939   (433,969)
Balance (in Shares) at Sep. 30, 2022 [1] 11,475,000          
Balance at Mar. 31, 2023 $ 1,148 [1]   (79,495) 1,026 $ 2,024,327 1,947,006
Balance (in Shares) at Mar. 31, 2023 [1] 11,475,000          
Issuance of ordinary shares $ 127 [1]   794,771 794,898
Issuance of ordinary shares (in Shares) [1] 1,275,000          
Net loss   (751,660) (751,660)
Foreign currency translation adjustments   6,436 6,436
Balance at Sep. 30, 2023 $ 1,275 [1]   (831,155) 7,462 2,819,098 1,996,680
Balance (in Shares) at Sep. 30, 2023 [1] 12,750,000          
Balance at Mar. 31, 2024 $ 1,563 [1]   (4,668,973) (80,824) 14,033,722 $ 9,285,488
Balance (in Shares) at Mar. 31, 2024 15,625,000 [1]         15,625,000 [2]
Net loss   (3,274,725) $ (3,274,725)
Share based awards of the Group   842,321 842,321
Foreign currency translation adjustments   48,346 48,346
Balance at Sep. 30, 2024 $ 1,563 [1]   $ (7,943,698) $ (32,478) $ 14,876,043 $ 6,901,430
Balance (in Shares) at Sep. 30, 2024 15,625,000 [1]         15,625,000 [2]
[1] Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.
[2] Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.
v3.24.4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:      
Net loss $ (3,274,725) $ (751,660) $ (562,582)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:      
Depreciation 14,578 4,776 5,131
Allowance for expected credit losses 48,387
Amortization of operating lease right-of-use assets and interest of lease liabilities 53,950 34,961 35,751
Loss on disposal of property and equipment 15,291
Share based compensation expenses 835,967
Deferred tax benefits (5,721) (271) (171)
Change in operating assets and liabilities:      
Receivables from broker-dealers and clearing organizations (325,055) 4,222,005 (180,720)
Receivables from customers (762,796) 1,272,712 375,930
Other assets 1,242,619 (247,491) (4,043)
Payables to customers 493,237 (2,297,307) 4,513,081
Payables to broker-dealers and clearing organizations 902,154 (1,990,199) (105,413)
Operating lease liabilities (40,979) (38,435) (38,365)
Income tax payable 483 11,925
Accrued expenses and other liabilities (6,994) (17,356) (53,535)
Net cash (used in) provided by operating activities (809,604) 203,660 3,985,064
Cash flows from investing activity:      
Purchases of property and equipment (217,833) (22,171)
Net cash used in investing activity (217,833) (22,171)
Cash flows from financing activities:      
Payments of offering costs related to IPO (249,246) (166,906)
Deposits received related to subscribed shares 795,187
Net cash (used in) provided by financing activities (249,246) 628,281
Effect of exchange rate changes on cash and restricted cash 59,294 15,204 (19,109)
Net (decrease) increase in cash and restricted cash (968,143) (30,382) 4,572,065
Cash and restricted cash, beginning of period 8,938,202 6,317,200 7,842,802
Cash and restricted cash, end of period 7,970,059 6,286,818 12,414,867
Reconciliation of cash and restricted cash to the consolidated balance sheets      
Cash 863,069 676,873 1,620,180
Restricted cash 7,106,990 5,609,945 10,794,687
Total cash and restricted cash $ 7,970,059 $ 6,286,818 $ 12,414,867
v3.24.4
Organization and Description of Business
6 Months Ended
Sep. 30, 2024
Organization and Description of Business [Abstract]  
Organization and Description of Business

1. Organization and Description of Business

 

Garden Stage Limited (“GSL”) (“the Company”) is a company incorporated in the Cayman Islands with limited liability on August 11, 2022. GSL is an ultimate holding company with no operations.

 

17 Uno Limited (“17 Uno”), a wholly-owned subsidiary of GSL, is a company incorporated in the British Virgin Islands with limited liability on August 17, 2022. 17 Uno has a share capital of US$1 and is an investment holding company with no operations.

 

I Win Holdings Limited (“IWHL”) is a company incorporated in Hong Kong with limited liability on March 25, 2020. IWHL has a share capital of HK$15,901,000 (approximately $2.0 million) and is an investment holding company with no operations.

 

I Win Securities Limited (“IWSL”), a wholly-owned subsidiary of IWHL, is a company incorporated in Hong Kong with limited liability on November 10, 2016. IWSL has a share capital of HK$19,000,000 (approximately $2.4 million). IWSL is licensed with the Hong Kong Securities and Futures Commission (“HKSFC”) to carry out regulated activities including Type 1 activity “Dealing in Securities” as defined under the Hong Kong Securities and Futures Ordinance (“HKSFO”). IWSL is also a participant of the Stock Exchange of Hong Kong Limited (“SEHK”) and Hong Kong Securities Clearing Company Limited and holds one trading right with SEHK.

 

I Win Asset Management Limited (“IWAML”), a wholly-owned subsidiary of IWHL, is a company incorporated in Hong Kong with limited liability on March 25, 2020 with a share capital of HK$900,000 (approximately $0.1 million). IWAML is licensed with the HKSFC to carry out regulated activities including Type 4 activity “Advising on Securities” and Type 9 activity “Asset Management” as defined under the HKSFO.

 

IWSL has one wholly-owned subsidiary, China Union Financial Holding Limited (“CUFH”) which is a company incorporated in the British Virgin Islands on June 17, 2016. CUFH has a share capital of US$1,000 with no operations.

 

GSL together with its subsidiaries (collectively, “the Group”) is primarily engaged in providing investment advisory services, securities brokerage, underwriting and placement, and other financial services to a wide range of customers in Hong Kong. The Group primarily generates advisory fees by acting as investment advisor for its customers, brokerage commissions by enabling its customers to trade on multiple exchanges around the globe and underwriting and placement income by underwriting or arranging placement of securities for its customers.

 

The Company completed its initial public offering on the NASDAQ on December 1, 2023, issuing 2,500,000 ordinary shares at a price of $4.00 per share. In addition, the Company entered into an underwriting agreement with the underwriter on November 30, 2023, which granted the underwriter a 45-day option to purchase up to an additional 375,000 ordinary shares at the public offering price of $4 per share, less underwriting discounts, to cover any over-allotment. Subsequently, on December 4, 2023, the underwriter exercised the over-allotment option in full, purchasing an additional 375,000 ordinary shares at the public offering price of $4 per share. The initial public offering and the exercise of the over-allotment option closed on December 5, 2023, with gross proceeds totaling $11,500,000, before deducting underwriting discounts and offering expenses. The ordinary shares began trading on December 1, 2023 on The Nasdaq Capital Market and commenced trading under the ticker symbol “GSIW”.

 

Reorganization

 

Reorganization of the legal structure of the Group (“Reorganization”) has been completed on April 3, 2023 by carrying out a sequence of contemplated transactions, where the Company becomes the holding company of all entities discussed above.

 

Prior to the reorganization, all entities discussed above were all effectively controlled by Smark Holding Limited (“Smark”), a company incorporated in the British Virgin Islands, and Lobster Financial Holdings Limited (“Lobster”), a company incorporated in the British Virgin Islands, which together held more than 50% voting rights in all these entities. Ultimately through Smark and Lobster, Ms. Fung Yee Lin, Mr. Wong Wai Kuen and Ms. Zhu Yun, together held more than 50% voting rights and maintained effective control in all these entities.

 

The Reorganization was to eventually transfer 100% of ownership interests in IWSL and IWAML to GSL.

 

Reorganization on June 24, 2022

 

With the approval obtained from HKSFC, 100% ownership interests in IWSL and IWAML were transferred from Smark and Lobster to IWHL on June 24, 2022.

 

Before and after the Reorganization at IWHL’s level, IWHL, IWSL and IWAML, were ultimately and effectively controlled by the same group of controlling shareholders who collectively hold more than 50% voting rights in these entities. Therefore, the Reorganization is considered common control transaction according to ASC 805-50.

 

Reorganization on April 3, 2023

 

Subsequent to the Reorganization at IWHL’s level, the Company was incorporated on August 11, 2022 with the only aim and purpose to become the holding company of the Group and the issuer in connection with its planned initial public offering in the United States. With further approval obtained from HKSFC, via 17 Uno which has been the wholly owned subsidiary of the Company since incorporation, 100% ownership interests in IWHL were then transferred from Smark, Lobster and other shareholders to the Company on April 3, 2023.

 

Before and after the Reorganization at the Company’s level, the Company and IWHL, had exactly the same shareholding structure and were ultimately and effectively controlled by the same group of controlling shareholders who collectively hold more than 50% voting rights in these entities. Therefore, the Reorganization is considered common control transaction according to ASC 805-50.

 

The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.

 

The unaudited condensed consolidated financial statements of the Group include the following entities:

 

    Date of   Place of   % of   Principal  
Name of Entity   Incorporation   Incorporation   Ownership   Activities  
17 Uno Limited (“17 Uno”)   August 17, 2022   British Virgin Islands   100%   Investment holding  
I Win Holdings Limited (“IWHL”)   March 25, 2020   Hong Kong   100%   Investment holding  
I Win Securities Limited (“IWSL”)   November 10, 2016   Hong Kong       100%   Carrying out regulated activities including Type 1 activity “Dealing in Securities” under HKSFO  
I Win Asset Management Limited (“IWAML”)   March 25, 2020   Hong Kong       100%   Carrying out regulated activities including Type 4 activity “Advising on Securities” and Type 9 activity “Asset Management” under HKSFO  
China Union Financial Holding Limited (“CUFH”)   June 17, 2016     British Virgin Islands     100%   Investment holding    
v3.24.4
Summary of Significant Accounting Policies
6 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

Basis of presentation and principle of consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements as of and for the six months ended September 30, 2024, 2023 and 2022 include all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows for such interim periods. The results of operations for the six months ended September 30, 2024, 2023 and 2022 are not necessarily indicative of results to be expected for the full year ending March 31, 2025, 2024 and 2023. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended March 31, 2024, 2023 and 2022.

 

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 

Use of estimates and assumptions

 

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, allowance for expected credit losses, determination of the useful lives of long-lived assets, impairment of long-lived assets, allowance for deferred tax assets, recognition and measurement of operating lease right-of-use assets, operating lease liabilities, and fair value and estimation of forfeiture of share based payment. Actual results could differ from the estimates, and as such, differences could be material to the unaudited condensed consolidated financial statements.

 

Adoption of new accounting standard

 

In March, 2022, the FASB issued ASU 2022-02 — Financial Instruments — Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This standard eliminates the accounting guidance on TDRs for creditors in ASC 310-40 and amends the guidance on “vintage disclosures” to require disclosure of current period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for any entities that have adopted ASU 2016-13 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Group adopted the ASU prospectively on April 1, 2023. The adoption of this standard did not have a material impact on the unaudited condensed consolidated financial statements.

 

Cash

 

Cash include balances maintained with banks in Hong Kong that can be added or withdrawn without limitation.

 

Restricted cash

 

Restricted cash represents bank balances the Group holds on behalf of its customers. The Group maintains segregated accounts with banks in Hong Kong to hold customers’ monies arising from its normal course of business. These segregated customers’ monies are strictly restricted for customers’ transactions and governed by the Securities and Futures (Client Money) Rules under the HKSFO. Such regulations are promulgated to protect customers’ assets. The Group has classified such segregated customers’ monies as restricted cash. Corresponding payables to customers are recorded upon receipt of cash from or for the customers.

 

Receivables from broker-dealers and clearing organizations

 

Receivables from broker-dealers and clearing organizations represent balances due from broker-dealers and clearing organizations, including cash deposits placed, net commission receivables, receivables arising from unsettled trades on trade-date basis.

 

Receivables from broker-dealers and clearing organizations are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is the Group’s best estimate of the amount of probable credit losses in the Group’s existing receivables from broker-dealers and clearing organizations. The Group assesses collectability by reviewing receivables from broker-dealers and clearing organizations on a collective basis where similar characteristics exist or on an individual basis when the Group identifies specific broker-dealers and clearing organizations with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, the Group considers historical collectability based on past due status, the age of the balances of receivables from broker-dealers and clearing organizations, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from counterparties. Under this accounting guidance, the Group measures credit losses on its receivables from broker-dealers and clearing organizations using the current expected credit loss model under ASC 326. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2024 and March 31, 2024, no allowance for expected credit losses were recorded, respectively.

 

Receivables from customers

 

Receivables from customers include (i) amounts due on brokerage transactions on trade-date basis and those not yet settled by customers on settlement dates; (ii) fee receivables related to advisory services, due diligence services, introducing and referral services, investment management services and underwriting and placement services provided.

 

Receivables from customers are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is the Group’s best estimate of the amount of probable credit losses in the Group’s existing receivables from customers. The Group assesses collectability by reviewing receivables from customers on a collective basis where similar characteristics exist, primarily based on similar business line, service or product offerings and on an individual basis when the Group identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, the Group considers historical collectability based on past due status, the age of the balances of receivables from customers, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from counterparties. Under this accounting guidance, the Group measures credit losses on its receivables from customers using the current expected credit loss model under ASC 326. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2024 and March 31, 2024, the Group provided allowance for expected credit losses of $55,554 and $6,641, respectively.

 

Expected credit loss

 

ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Group adopted the new standard effective April 1, 2023, the first day of the Group’s fiscal year and applied to receivables from customers, amounts due from a related party and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows.

 

Leases

 

The Group is a lessee of non-cancellable operating leases for corporate office premises. The Group determines if an arrangement is a lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. All leases of the Group are currently classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Group’s unaudited condensed consolidated balance sheets.

 

ROU assets represent the Group’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term.

 

When determining the lease term, at lease commencement date, the Group considers options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option. The interest rate used to determine the present value of future lease payments is the Group’s incremental borrowing rate based on the information available at the lease commencement date.

 

The lease standard (ACS 842) provides practical expedients for an entity’s ongoing accounting. The Group elects to apply short-term lease exception for leases with a lease term of 12 months or less at commencement. Accordingly, ROU assets and operating lease liabilities do not include leases with a lease term of 12 months or less.

 

The Group also elects to adopt the practical expedient that allows lessee to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include building management fees, utility expenses and property taxes included and payable in the lease contract. These non-lease components are not separated from the lease components to which they relate and are collectively reflected as occupancy costs in the unaudited condensed consolidated statement of operations and comprehensive loss.

 

The Group evaluates the impairment of its ROU assets consistently with the approach applied for its other long-lived assets. The Group reviews the recoverability of its long-lived assets when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the assets from the expected undiscounted future pre-tax cash flows of the related operations. For the six months ended September 30, 2024, 2023 and 2022, the Group did not recognize any impairment loss against its ROU assets.

 

Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method based on the estimated useful life. The estimated useful lives of property and equipment are as follows:

 

Computer equipment 3 years
Furniture and office equipment 5 years
Leasehold improvements Shorter of lease term or 5 years

 

Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss under other income or expenses.

 

Intangible assets

 

Intangible assets are originally recognized at cost. The useful lives of intangible assets are assessed to either be finite or indefinite based on the nature of the intangible assets. The Group’s intangible assets represent eligibility rights to trade on or through SEHK. Management has determined that such assets have indefinite useful lives. These intangible assets are not amortized and are tested for impairment annually either individually or at the cash-generating unit level. These intangible assets are also evaluated annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.

 

Impairment of long-lived assets

 

The Group reviews long-lived assets, including property and equipment, ROU assets and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For the six months ended September 30, 2024, 2023 and 2022, no impairment of long-lived assets was recognized.

 

Payables to customers

 

Payables to customers arise from the Group’s brokerage business and include cash deposits received by the Group from the customers and payables arising from unsettled trades on trade-date basis.

 

Payables broker-dealers and clearing organizations

 

Payables broker-dealers and clearing organizations represent balances due to broker-dealers and clearing organizations, including net commission payables and payables arising from unsettled trades on trade-date basis.

 

Revenue recognition

 

a) Revenue from contracts with customers

 

The Group follows the rules and guidance set out under ASC 606, Revenue from Contracts with Customers (“ASC 606”), when recognizing revenue from contracts with customers. The core principle of ASC 606 requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when the Group satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those services. The following five steps are applied to achieve that core principle:

 

Step 1: Identify the contract with the customer

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to the performance obligations in the contract

 

Step 5: Recognize revenue when the company satisfies a performance obligation.

 

The Group identifies each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Group applies a practical expedient to expense costs as incurred for those suffered in order to obtain a contract with a customer when the amortization period would have been one year or less. The Group has no material incremental costs of obtaining contracts with customers that the Group expects the benefit of those costs to be longer than one year, which need to be recognized as assets.

 

The Group’s principal revenue streams include:

 

Advisory fees

 

The Group provides investment advisory services by acting as advisor for its customers in return for advisory fees. The Group enters into distinct agreements with its customers for the provision of financial advisory services. The financial advisory service is distinct and identified as one performance obligation. Revenue from advisory fees is recognized over time when the performance is satisfied throughout the contract terms and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods.

 

According to the agreement, the customer is required to pay a monthly fee for investment advisory services. The payment is due from the date of billing.

 

Brokerage commissions

 

The Group earns fees and commissions from securities brokerage services based on a fixed rate for each transaction. When a customer executes a securities trading transaction with the Group, brokerage commission is recognized upon the completion of the transaction. Only a single performance obligation is identified for each securities trading transaction, and the performance obligation is satisfied on the trade date because this is when the underlying financial instrument is identified, the pricing of brokerage service is agreed upon and the promised services are delivered to customers. Brokerage commissions are recognized at a point in time on the trade date. The securities trading transaction could not be cancelled once it is executed and is not refundable, so returns and allowances are not applicable.

 

The customer is required to pay a fixed rate of the brokerage commissions for each securities brokerage transaction and payment is due within two days from the trade date.

 

Due diligence service fees

 

The Group enters into a distinct due diligence services agreement with its customers for providing them with due diligence report in return for a one-time fixed due diligence service fee. The Group is obligated to deliver its customers due diligence reports. The due diligence services the Group promises to provide to its customers are considered distinct and are therefore considered to be a single performance obligation. Before the full and complete delivery of the services, the customers cannot benefit from the performance and cannot control the work in progress. The Group controls the rights to the services, which are not associated with any progress payments. As a result, revenue from providing business due diligence services does not meet the criteria of recognizing revenue over time. The revenue is therefore recognized at a point in time when the transaction is completed and the Group’s performance obligation is fulfilled, as evidenced by the delivery of the complete due diligence report.

 

Payment is due from the date of billing and all due diligence services were completed prior to September 30, 2024.

 

Handling income

 

The Group provides other financial services including dividend collection and custodian services, and earns handling income in return for these services provided.

 

Custodian services – The Group enters into distinct custodian agreements with its customers for the provision of custodian and administration services. Among all other services provided, the Group earns a fee by assisting its customers in transferring the physical shares certificates they hold into Central Clearing and Settlement System (CCASS), a centralized electronic book-entry clearing and settlement system for transactions of securities listed in SEHK, for custodian purposes. The Group earns a fee based on a fixed rate of the value of shares in concern. The custodian agreement is distinct and is identified as one performance obligation. Revenue is recognized at a point in time upon the completion of the transaction.

 

Dividend collection – When the securities held by its customers have any corporate action, the Group may act as the agent of its customers in processing and collecting the related dividends. The Group earns a fee based on a fixed rate of the amount of dividend in concern. Only a single performance obligation is identified in the contract and income from dividend collection services is recognized at a point in time upon the completion of the transaction.

 

According to the agreement, the customer is required to pay a handling fee for custodian service at fixed amount and a fee for dividend collection at a fixed percentage on the dividends collected for each transaction. Payment is due upon completion of services.

 

Introducing and referral income

 

The Group derives introducing and referral income from the introduction of customers to other financial service providers or other interested parties. The Group enters into distinct referral agreements with these parties in relation to the introducing and referral services rendered and the fee is crystalized at the point when the referees executed a transaction with these parties. Under the distinct referral agreements the Group has in place, the Group is not subject to any minimum referral numbers, any committed targets nor any other obligations once the referral is made. No claw back or adjustments to the income are allowed under these agreements. Revenue from providing introducing and referral services is recognized at a point in time when the transaction and the performance is completed.

 

According to the agreement, the customer is required to pay an introducing and referral fee on a monthly basis. The payment is due from the date of billing.

 

Investment management fee income

 

The Group provides investment management service by acting as investment manager for its customers in return for investment management fee income. The Group enters into distinct investment management agreements with its customers for the provision of investment management service. The investment management service is distinct and is identified as one performance obligation. Revenue from investment management service is recognized over time when the performance is satisfied throughout the contract terms and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods.

 

According to the agreement, the customer is required to pay a monthly fee for investment management services. The payment is due from the date of billing.

 

Underwriting and placement income

 

The Group provides underwriting and placement services by acting as an underwriter, global coordinator, book runner or lead manager for securities issuances and bonds placements, in return for underwriting and placement income.

 

The Group enters into a distinct underwriting or placement agreement with its customers, i.e. corporate issuers, for the provision of underwriting and placement services. The underwriting and placement service is distinct and is identified as one performance obligation. As stipulated in the underwriting and placement agreement, the Group will charge an underwriting and placement income based on certain percentage of the funds raised in the transaction, either initial public offerings or other fundraising or placement activities.

 

Revenue from providing underwriting and placement services to customers is recognized at a point in time when the transaction and the performance is completed, which is generally at the completion of the public offering, i.e., listing of the securities on relevant exchanges, or the completion of a placement.

 

For certain underwriting and placement projects, the Group will reduce its commitments and exposures by having sub-underwriting and sub-placement arrangements with other broker-dealers. Generally, the terms of these sub-underwriting and sub-placement arrangements would mirror the master underwriting and placement agreements the Group has in place with its customers but give a concession fee to these broker-dealers for services rendered under the sub-underwriting and sub-placement arrangements.

 

The Group follows the rules and guidance set out under ASC 606 when determining whether it is acting as a principal or an agent in the contract with its customers. The core principle of ASC 606 requires an entity to determine whether the nature of its promise is a performance obligation to provide the services itself (that is, the entity is a principal) or to arrange for those services to be provided by the other party (that is, the entity is an agent). The following steps are applied to achieve that core principle:

 

Step 1: Identify the specified services to be provided to the customer

 

Step 2: Assess whether it controls each specified service before that service is transferred to the customer

 

Under the underwriting and placement agreements the Group has in place with its customers, the Group has a primary responsibility in rendering the underwriting and placement services and meeting the specific requirements set out in these agreements. The whole process is primarily controlled by the Group who decides to whom the offering shares it may sell and, if it thinks fit, has the full discretionary authority in engaging any broker-dealer for such sub-underwriting and sub-placement arrangements without the consent from its customers. The Group has the primary responsibility in the function. The Group also has full authority in negotiating and setting the fees with its customers and broker-dealers and deciding the margin on each project without the consent from other parties. Accordingly, the Group has full control on the underwriting and placement services it offers to the customers and is a principal in the contracts. The Group recognizes revenue at the gross amount it is entitled to from its customers.

 

The agreement of underwriting and placement services requires payment following the completion of services.

 

Sources of revenue

 

Disaggregated information of revenue by major sources are as follows:

 

  

For the Six Months Ended

September 30, 2024

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $128,581   $2,010   $130,591 
exchanges in United States   22,871    9,912    32,783 
                
Due diligence service fees   39,698    
-
    39,698 
                
Handling income on               
custodian services   13,463    
-
    13,463 
dividend collection   31,017    
-
    31,017 
                
Introducing and referral income   329,534    
-
    329,534 
                
Underwriting and placement income related to               
equity securities   82,251    
-
    82,251 
                
Revenue from contracts with customers recognized over time               
Investment management fee income   7,826    
-
    7,826 
                
Revenue from other sources               
Interest income and others (note)   35,157    2,019    37,176 
   $690,398   $13,941   $704,339 

 

  

For the Six Months Ended

September 30, 2023

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $155,579   $302   $155,881 
exchanges in United States   2,630    878    3,508 
                
Handling income on               
custodian services   36,714    2,056    38,770 
dividend collection   6,802    1    6,803 
                
Introducing and referral income   159,129    
-
    159,129 
                
Underwriting and placement income related to                
equity securities   39,765    
-
    39,765 
                
Revenue from contracts with customers recognized over time               
Advisory fees   321,558    
-
    321,558 
                
Revenue from other sources               
Interest income and others (note)   24,141    1,071    25,212 
   $746,318   $4,308   $750,626 

 

  

For the Six Months Ended

September 30, 2022

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $73,673   $10,752   $84,425 
exchanges in United States   247,480    60,435    307,915 
other exchanges   29,986    
-
    29,986 
                
Handling income on               
custodian services   13,413    
-
    13,413 
dividend collection   4,710    
-
    4,710 
                
Introducing and referral income   224,865    
-
    224,865 
                
Underwriting and placement income related to               
equity securities   96,340    
-
    96,340 
bonds and others   318,317    
-
    318,317 
                
Revenue from contracts with customers recognized over time               
Investment management fee income   18,658    2,088    20,746 
                
Revenue from other sources               
Interest income and others (note)   73,643    5,742    79,385 
   $1,101,085   $79,017   $1,180,102 

 

Note:

 

Interest income and others primarily consist of interests earned on bank deposits and a customers’ overdue, which are not within the scope ASC 606.

 

Interest income is recognized as it accrues using the effective interest method. Interests on customers’ overdue represent interests charged on overdue receivables from customers arising from brokerage transactions. According to the contracts entered into between the Group and its customers, the Group shall charge its customers on amounts overdue, i.e. amounts due on brokerage transactions which are not yet settled on settlement dates, at an interest at Hong Kong Prime Lending Rate plus 8% per annum accrued on daily basis.

 

Government subsidies primarily relate to one-off entitlement granted by the Hong Kong Government under the Employment Support Scheme of the Anti-epidemic Fund. The Group recognizes government subsidies as other income when the conditions are met.

 

Interest income and others recognized for the six months ended September 30, 2024, 2023 and 2022 were broken down as below.

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Interests on bank deposits  $828   $135   $5 
Interests on customers’ overdue   32,996    20,770    29,957 
Government subsidies   
-
    
-
    47,660 
Sundry income   3,352    4,307    1,763 
   $37,176   $25,212   $79,385 

 

Brokerage, clearing and exchange fees

 

Brokerage, clearing and exchange fees primary relate to transaction costs paid to broker-dealers and clearing organizations on securities brokerage services which are expensed as incurred.

 

Employee benefit plan

 

Employees of the Group located in Hong Kong participate in a compulsory retirement benefit scheme as required by the local laws in Hong Kong. Contributions are required by both the Group and its employees at a rate of 5% on the employees’ relevant salary income, subject to a cap of monthly relevant income of HK$30,000 (equivalent to $3,842). For the six months ended September 30, 2024, 2023 and 2022, the total amount charged to the unaudited condensed consolidated statements of operations and comprehensive loss in respect of the Group’s costs incurred in the scheme were $17,171, $12,833 and $16,721, respectively.

 

Share based compensation expenses

 

The Group uses the fair value method of accounting for the share options granted to directors and employees to measure the cost services received in exchange for share based awards. The Group has selected the binominal option-pricing model as the most appropriate fair value method for its option awards. The Binomial model takes into account variables such as volatility, dividend yield rate, and risk-free interest rate and also allows for the use of dynamic assumptions and considers the contractual term of the option, and the probability that the option will be exercised prior to the end of its contractual life. The Group estimates the forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. These inputs are subjective and generally require significant judgment. The resulting cost is recognized over the period during which directors and employees are required to provide service in exchange for the awards. Share-based compensation expense is recognized on a graded vesting basis, net of estimated forfeitures. For the six months ended September 30, 2024, 2023 and 2022, the total amount charged to the unaudited condensed consolidated statements of operations and comprehensive loss in respect of the Group’s share based compensation expenses were $835,967, $nil and $nil, respectively.

 

In accordance with ASC 718, modifications to stock-based awards are accounted for as exchanges of the original awards for new awards. The incremental fair value, which is the difference between the fair value of the modified award and the original award immediately before modification, is measured at the modification date. This incremental fair value is recognized immediately as compensation cost for vested awards. For unvested awards, the incremental compensation cost, along with any remaining unrecognized compensation cost of the original award, is recognized over the remaining requisite vesting period.

 

Income taxes

 

The Group accounts for income taxes under ASC 740, Income Taxes. Provision for income taxes consists of current taxes and deferred taxes.

 

Current tax is recognized based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is recognized in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Group does not consider that there was any uncertain tax position as of September 30, 2024 and March 31, 2024.

 

Segment reporting

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Group’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Group’s business segments.

 

The Group uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Group does not distinguish revenues, costs and expenses between segments in its internal reporting, but instead reports costs and expenses by nature as a whole.

 

Loss per share

 

Loss per share (“EPS”) is calculated in accordance with ASC 260, Earnings Per Share. Basic EPS is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of shares outstanding during the period.

 

Diluted EPS is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effect would be antidilutive. With a net loss attributable to ordinary shareholders, the inclusion of dilutive potential common shares would be antidilutive, the diluted EPS is computed the same as basic EPS.

 

Basic and diluted EPS are presented in the Group’s unaudited condensed consolidated statements of operations and comprehensive loss.

 

Translation of foreign currencies

 

The Group’s principal place of operations is Hong Kong. The financial position and results of its operations are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s unaudited condensed consolidated financial statements are presented using the U.S. Dollars (“US$” or “$”). The results of operations and the unaudited condensed consolidated statements of cash flows denominated in functional currency are translated to US$ at the average rate of exchange during the reporting period. Assets and liabilities denominated in functional currency at the balance sheet date are translated to US$ at the applicable rates of exchange in effect at balance sheet date. The equity denominated in functional currency is translated to US$ at the historical rate of exchange at the time of transaction. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in unaudited condensed consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Group’s unaudited condensed consolidated statements of operations and comprehensive loss.

 

The following table outlines the exchange rates that are used in preparing these unaudited condensed consolidated financial statements:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Period-end spot rate   7.7698    7.8259 

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Average rate   7.8089    7.8329    7.8472 

 

Fair value of financial instruments

 

The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

Level 1 – Quoted prices in active markets for identical assets and liabilities.

 

Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

As of September 30, 2024 and March 31, 2024, financial instruments of the Group comprised primarily cash, restricted cash, receivables from broker-dealers and clearing organizations, receivables from customers, amounts due from related party, other assets, payables to customers, payables to broker-dealers and clearing organizations, accrued expenses and other liabilities. The Group concludes that the carrying amounts of these financial instruments approximate their fair values because of the short-term nature of these instruments.

 

Related parties

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.

 

Commitments and contingencies

 

In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Group’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

 

Recent accounting pronouncements

 

The Group considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Group meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision useful financial analyses. Topic 280 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess segment performance and make decisions about allocating resources. Topic 280 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 202307 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively. Management considers that the guidance will not have a significant impact on the disclosures set out in these unaudited condensed consolidated financial statements.

 

In December 2023, FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740)” (“ASU 2023-09”). The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU2023-09 are effective for annual periods beginning after December 15, 2024, and should be applied prospectively. The Group is currently evaluating the impact of the update on the Group’s unaudited condensed consolidated financial statements and related disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Group is currently evaluating the impact of the on its unaudited condensed consolidated financial statements and related disclosures.

 

Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the Group’s unaudited condensed consolidated financial statements.

v3.24.4
Significant Risks
6 Months Ended
Sep. 30, 2024
Significant Risks [Abstract]  
Significant Risks

3. Significant Risks

 

Currency risk

 

The Group’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Group considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ as not significant as HK$ is pegged to US$.

 

Concentration and credit risks

 

Financial instruments that potentially subject the Group to the credit risks consist of cash, restricted cash, receivables from broker-dealers and clearing organizations, receivables from customers and amounts due from related party. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.

 

The Group deposits its cash with reputable banks located in Hong Kong. As of September 30, 2024 and March 31, 2024, $7,970,059 and $8,938,202 were deposited with these banks, respectively. Balances maintained with banks in Hong Kong are insured under the Deposit Protection Scheme introduced by the Hong Kong Government for a maximum amount of HK$500,000 (equivalent to $64,352), and further increased to HK$800,000 (equivalent to $102,963) effective on October 1, 2024, for each depositor at one bank, whilst the balances maintained by the Group may at times exceed the insured limits. Cash balances maintained with banks in Hong Kong are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. The Group has not experienced any losses in these bank accounts and management believes that the Group is not exposed to any significant credit risk on cash.

 

For the credit risk related to receivables from broker-dealers and clearing organizations and receivables from customers, the Group performs regular and ongoing credit assessments of the counterparts’ financial conditions and credit histories. The Group also assesses historical collection trends, aging of receivables, securities it holds on hand of these counterparts. Further, for receivables from customers related to brokerage transactions, of which, under the contracts entered into between the Group and the customers, the Group is entitled to liquidate the security positions it holds on behalf of the particular customers in order to recover the receivable balances in case of default, the Group generally holds no collateral or security against other receivables. The Group considers that it has adequate controls over these receivables in order to minimize the related credit risk. As of September 30, 2024 and March 31, 2024, the balances of allowance for expected credit losses were $56,354 and $7,668, respectively.

 

For the six months ended September 30, 2024, 2023 and 2022, most of the Group’s assets were located in Hong Kong. At the same time, the Group considers that it is exposed to the following concentrations of risk:

 

(a)Major customers

 

For the six months ended September 30, 2024, 2023 and 2022, customers who accounted for 10% or more of the Company’s revenues and their respective outstanding balances at period end dates, are presented as follows:

 

   For the six months ended September 30, 2024   As of September 30, 2024 
Customer  Revenue   Percentage of
revenue
   Receivables
from
customers,
gross
   Percentage of
receivables
from
customers,
gross
 
Customer A  $321,348    46%  $75,423       4%

 

   For the six months ended September 30, 2023   As of September 30, 2023 
Customer  Revenue  

Percentage of

revenue

   Receivables
from
customers,
gross
   Percentage of
receivables
from
customers,
gross
 
Customer B  $296,823    40%  $49,482          8%
Customer C   148,412    20%   
-
    
-
 
Total:  $445,235    60%  $49,482    8%

 

   For the six months ended September 30, 2022   As of September 30, 2022 
Customer  Revenue   Percentage of
revenue
   Receivables
from
customers,
gross
   Percentage of
receivables
from
customers,
gross
 
Customer D  $227,852    19%  $
        -
    
      -
%
Customer E   200,683    17%   
-
    
-
 
Total:  $428,535    36%  $
-
    
-
%

 

(b)Major vendors

 

For the six months ended September 30, 2024, there was one vendor of the Group who accounted for 10% or more of the Group’s revenues. Cost of revenue of this vendor for the six months ended September 30, 2024 was $266,349 which represented approximately 38% of the Group’s total revenues for that period. For the six months ended September 30, 2023 and 2022, there was no vendor of the Group who accounted for 10% or more of the Group’s revenues.

 

(c)Receivables

 

As of September 30, 2024, there were two counterparties whose receivables accounted for 10% or more of the Group’s total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses. These receivables accounted for approximately 31% and 16% of the total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses, respectively. As of March 31, 2024, there were three counterparties whose receivables accounted for 10% or more of the Group’s total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses. These receivables accounted for approximately 39%, 30% and 11% of the total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses, respectively. As of September 30, 2024 and March 31, 2024, receivables from the top counterparty represented balances due from the clearing exchange in Hong Kong which arose from unsettled trades on trade-date basis.

 

Interest rate risk

 

Fluctuations in market interest rates may negatively affect the Group’s financial conditions and results of operations. The Group is exposed to floating interest rate risk on bank deposits and overdue customers, in particular during a period when the interest rate is expected to change significantly. Nevertheless, with the amounts of bank deposits and overdue customers in concern, the Group considers its interest rate risk is not material and the Group has not used any derivatives to manage or hedge its interest risk exposure.

v3.24.4
Receivables from Customers, Net
6 Months Ended
Sep. 30, 2024
Receivables from Customers, Net [Abstract]  
Receivables from Customers, Net

4. Receivables from Customers, Net

 

As of September 30, 2024 and March 31, 2024, receivables from customers, net, consisted of the following balances:

 

   As of 
   September 30,   March 31, 
Third parties  2024   2024 
Receivables related to securities brokerage services        
Unsettled trades on trade-date basis  $234,156   $26,603 
Overdue balances on settlement dates (1)   589,771    54,931 
Receivables related to advisory services   99,745    99,031 
Receivables related to due diligence services   19,949    
-
 
Receivables related to introducing and referral services   75,423    30,790 
Receivables related to investment management services   7,866    
-
 
Receivables related to underwriting and placement services   
-
    43,318 
    1,026,910    254,673 
Less: Allowance for expected credit losses   (55,554)   (6,610)
Total receivables from customers, net  $971,356   $248,063 
           
Related party          
Receivables related to securities brokerage services          
Overdue balances on settlement dates (1)  $
-
   $3,740 
Less: Allowance for expected credit losses   
-
    (31)
Total receivables from customers-related party, net  $
-
   $3,709 

 

(1)According to the contracts entered into between the Group and its customers, the Group shall charge its customers on amounts due on brokerage transactions which are not yet duly settled on settlement dates, an interest at Hong Kong Prime Lending Rate plus 8% per annum. Further according to the terms set out in the contracts, the Group is entitled to liquidate the security positions it holds on behalf of the particular customers in order to recover the receivable balances in cases of default. As of September 30, 2024 and March 31, 2024, the Group maintained a weighted average Loan-To-Value ratio of 0.95% and 0.23% against these balances, respectively.

 

Subsequent to the six months ended September 30, 2024, receivables from customers amounted to $906,869 have been settled.

 

The movement of allowance for expected credit losses is as follow:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Balance at beginning of the period/year  $6,641   $
-
 
Provision for expected credit losses   48,620    6,641 
Exchange difference   293    
-
 
Balance at end of the period/year  $55,554   $6,641 

 

The Group adopted ASU 2016-13 from April 1, 2023 using modified-retrospective transition approach with a cumulative-effect adjustment to shareholders’ equity amounting to nil recognized as of April 1, 2023.

v3.24.4
Amounts Due from Related Party, Net
6 Months Ended
Sep. 30, 2024
Amounts Due from Related Party, Net [Abstract]  
Amounts Due from Related Party, Net

5. Amounts Due from Related Party, Net

 

As of September 30, 2024 and March 31, 2024, amounts due from related party, net, consisted of the following balances:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Amounts due from related party  $3,923   $3,895 
Less: Allowance for expected credit losses   (38)   (37)
Total amounts from related party, net  $3,885   $3,858 

 

The movement of allowance for expected credit losses is as follow:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Balance at beginning of the period/year  $     37   $
    -
 
Provision for expected credit losses   
-
    37 
Exchange difference   1    
-
 
Balance at end of the period/year  $38   $37 

 

The Group adopted ASU 2016-13 from April 1, 2023 using modified-retrospective transition approach with a cumulative-effect adjustment to shareholders’ equity amounting to nil being recognized as of April 1, 2023.

v3.24.4
ROU Assets and Operating Lease Liabilities
6 Months Ended
Sep. 30, 2024
ROU Assets and Operating Lease Liabilities [Abstract]  
ROU Assets and Operating Lease Liabilities

6. ROU Assets and Operating Lease Liabilities

 

As of September 30, 2024 and March 31, 2024, the Group subsisted of the following non-cancellable lease contract.

 

Description of lease   Lease term
Office at China Insurance Group Building, Hong Kong   2 years from March 1, 2022 to February 29, 2024
Office at China Insurance Group Building, Hong Kong   3 years from March 1, 2024 to February 28, 2027

 

(a)Amounts recognized in the unaudited condensed consolidated balance sheet:

 

   As of 
   September 30,   March 31, 
   2024   2024 
        
Right-of-use assets  $234,426   $280,903 
Operating lease liabilities          
Current   115,566    91,990 
Non-current   140,981    197,932 
   $256,547   $289,922 
           
Weighted average remaining lease terms (in years)   2.42    2.92 

 

(b)Information related to operating lease activities during the six months ended September 30, 2024, 2023 and 2022 are as follows:

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Amortization of ROU assets  $48,259   $34,366   $34,304 
Interest on operating lease liabilities   5,691    595    1,447 
Total operating lease expenses, included within Occupancy Costs  $53,950   $34,961   $35,751 

 

(c)The following table summarizes the remaining contractual maturities of lease liabilities under operating lease as of September 30, 2024:

 

During the period ended September 30,

2025  $123,555 
2026   123,555 
2027   20,592 
Total future lease payments  $267,702 
Less: imputed interest   (11,155)
Present value of lease obligations  $256,547 

 

The weighted-average discount rate used to determine the operating lease liabilities as of September 30, 2024 and March 31, 2024 was 4.1%.

v3.24.4
Property and Equipment, Net
6 Months Ended
Sep. 30, 2024
Property and Equipment, Net [Abstract]  
Property and Equipment, Net

7. Property and Equipment, Net

 

As of September 30, 2024 and March 31, 2024, property and equipment, net, consisted of the following:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Computer equipment  $19,238   $39,083 
Furniture and office equipment   1,030    6,505 
Leasehold improvements   212,334    33,800 
Less: accumulated depreciation   (23,244)   (59,086)
Total property and equipment, net  $209,358   $20,302 

 

For the six months ended September 30, 2024, the Group incurred $212,334 primarily on leasehold improvements due to its relocation to a new office. At the same time, the Group derecognized the leasehold improvements, as well as computer equipment, furniture and office equipment associated with the old office. This resulted in a loss on disposal of property and equipment amounting to $15,291.

 

Depreciation expense was $14,578, $4,776 and $5,131 for the six months ended September 30, 2024, 2023 and 2022, respectively.

v3.24.4
Other Assets, Net
6 Months Ended
Sep. 30, 2024
Other Assets, Net [Abstarct]  
Other Assets, Net

8. Other Assets, Net

 

As of September 30, 2024 and March 31, 2024, other assets, net, consisted of the following:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Deposits  $79,723   $103,517 
Prepayments   5,130,954    6,309,779 
    5,210,677    6,413,296 
Less: Allowance for expected credit losses   (762)   (990)
Other assets, net   5,209,915    6,412,306 
Less: Amounts classified as non-current assets   (2,837,456)   (3,959,651)
Amounts classified as current assets  $2,372,459   $2,452,655 

 

The movement of allowance for expected credit losses is as follow:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Balance at beginning of the period/year  $990   $
-
 
(Reversal of) Provision for expected credit losses   (233)   990 
Exchange difference   5    
-
 
Balance at end of the period/year  $762   $990 

 

The Group adopted ASU 2016-13 from April 1, 2023 using modified-retrospective transition approach with a cumulative-effect adjustment to shareholders’ equity amounting to nil being recognized as of April 1, 2023.

v3.24.4
Shareholders' Equity
6 Months Ended
Sep. 30, 2024
Shareholders’ Equity [Abstract]  
Shareholders’ Equity

9. Shareholders’ Equity

 

Ordinary shares

 

The Company was established under the laws of Cayman Islands on August 11, 2022. The authorized and outstanding numbers of ordinary shares were 50,000 shares and 1 share, with a par value of $1 each, at the date of incorporation, respectively.

 

On November 21, 2022, the shareholders of the Company resolved to subdivide each authorized share of par value of $1 into 10,000 shares of par value of $0.0001, so that the authorized share capital of the Company shall be $50,000 divided into 500,000,000 shares of par value of $0.0001 each and a total of 10,000 ordinary shares of par value of $0.0001 each were issued and outstanding.

 

Subsequently, on April 3, 2023, 80,000 ordinary shares were allotted to the Company’s existing shareholder at a par value of $0.0001 each. No cash has been received from the shareholder in respect of this share allotment. In addition, 10,000 ordinary shares were allotted to the Pre-IPO Investors at the consideration of HK$6,240,000 (equivalent to $794,903).

 

Further on April 20, 2023, 12,650,000 ordinary shares were proportionally allotted to all the Company’s shareholders at a par value of $0.0001 each, resulting in 11,385,000 and 1,265,000 ordinary shares being allotted to the Company’s existing shareholder and Pre-IPO Investors, respectively. No cash has been received from the shareholders in respect of this share allotment.

 

In respect of the subdivision of shares on November 21, 2022, shares allotments of 80,000 and 11,385,000 ordinary shares to the Company’s existing shareholder on April 3, 2023 and April 20, 2023, respectively, the Company considered the above transactions as share split and deemed the issuance of ordinary shares being part of the Company’s recapitalization prior to completion of its initial public offering. The Company believed that it was appropriate to reflect the above transactions on a retroactive basis similar to share split pursuant to ASC 260, Earnings Per Share. All shares and per share amounts used herein and in the accompanying unaudited condensed consolidated financial statements have been retroactively restated to reflect the above transactions.

 

By recognizing the above transactions on a retroactive basis, authorized share capital of the Company was $50,000 divided into 500,000,000 shares of par value of $0.0001 each and a total of 11,475,000 ordinary shares of par value of $0.0001 each were issued and outstanding at March 31, 2023.

 

Contrary to share split and nominal issuance, the share allotments of 10,000 ordinary shares and 1,265,000 ordinary shares to the Pre-IPO Investors on April 3, 2023 and April 20, 2023, respectively, were not considered as share split and were treated prospectively by the Company. These shares allotments were only recognized on the issuance date.

 

On December 1, 2023, the Company completed its initial public offering on NASDAQ, under the ticker symbol “GSIW”. Under this offering, 2,500,000 ordinary shares were issued at a price of $4 per share. In addition, the Company granted a 45-day option to the underwriter to purchase up to an additional 375,000 ordinary shares at the public offering price, less underwriting discounts, to cover over-allotment, if any. On December 4, 2023, the underwriter exercised the over-allotment option in full to purchase an additional 375,000 ordinary shares. On December 5, 2023, the Company closed its initial public offering and the exercise of the over-allotment option, received net proceeds of $10,133,680 from the offering after deducting underwriting discounts and offering expenses of $1,366,320 from the gross proceeds of $11,500,000.

 

On December 1, 2023, upon the completion of IPO of the Company, IPO costs capitalized as of March 31, 2023 amounted to $442,762, together with other IPO costs incurred during the year ended March 31, 2024, totaling $2,156,587, were charged to shareholder’s equity under additional paid-in capital.

 

At the date these unaudited condensed consolidated financial statements were issued, a total of 15,625,000 ordinary shares of par value of $0.0001 each were issued and outstanding.

 

Forgiveness of debt by major shareholders

 

On November 25, 2022, the Group entered into deeds of waiver of debts with its shareholders under which the shareholders agreed to waive the debts due to them by the Group with an amount totaling HK$15,900,000 (equivalent to $2,025,475) in form of capital contributions. Accordingly, as of September 30, 2024 and March 31, 2024, the balances were recognized as additional paid-in capital under shareholders’ equity.

v3.24.4
Share Based Compensation Expenses
6 Months Ended
Sep. 30, 2024
Share Based Compensation Expenses [Abstract]  
Share Based Compensation Expenses

10. Share Based Compensation Expenses

 

On April 24, 2023, and subsequently on August 31, 2023, the Company approved a share option plan where options were granted to grantees to acquire 10% of the Company’s ordinary shares outstanding immediately after the Company’s initial public offering, representing an aggregate of 1,562,500 ordinary shares upon exercise of the options. The share options have an exercise price equal to $2. The share options shall vest over a period of 3 years from the date the Company’s ordinary shares are listed on the Nasdaq Stock Market, with one-third of the share options vesting on each anniversary of the date of listing, provided that the grantees remain employed by the Company or any of its affiliates.

 

The Group has adopted a policy of estimating the number of forfeitures expected to occur and bases initial accruals of compensation cost on the estimated number of instruments for which service is expected to be rendered (i.e. awards that are not expected to be forfeited). If subsequent information indicates that the actual number of instruments is likely to differ from previous estimates, the Group revises the estimate accordingly, with any cumulative effect on current and prior periods resulting from a change in the estimated number of instruments for which service is expected to be or has been rendered is recognized in compensation cost in the period of the change. As of September 30, 2024 and March 31, 2024, the Company has share options which allow grantees to acquire 9% of the Company’s ordinary share outstanding, representing a total of 1,406,250 ordinary shares which have not vested. 468,750, 468,750 and 468,750 ordinary shares shall be vested in December 1, 2024, 2025 and 2026, respectively.

 

With the assistance of an independent third-party appraiser, the weighted average fair value of share options at grant date was estimated to be $3.36 per ordinary share, by using the Binomial Option Pricing Model with the following assumptions:

 

Expected dividend yield 
-
 
Expected volatility   122.25%
Risk-free interest rate (per annum)   3.18%
Time to maturity (in years)   4.61 

 

The share options have a service condition and an initial public offering performance condition. For share options granted with performance condition, the share-based compensation expenses are recorded when the performance condition is considered probable. As a result, the cumulative share-based compensation expenses for these options that have satisfied the service condition were recorded upon the completion of the initial public offering on December 1, 2023. For the six months ended September 30, 2024, 2023 and 2022, the Group recognized $835,967, $nil and $nil of share-based compensation expenses under compensation and benefits in the unaudited condensed consolidated statements of operations and comprehensive loss, respectively.

 

A summary of option activity under the employee share option plan as of September 30, 2024 and changes during the period then ended is presented below.

 

  

Number of
Options

  

Weighted

Average

Exercise Price

 
Granted  $1,562,500   $        2 
Forfeiture   (156,250)   2 
Outstanding as of September 30, 2024  $1,406,250   $2 
Exercisable as of September 30, 2024   
-
    
-
 
v3.24.4
Income Taxes
6 Months Ended
Sep. 30, 2024
Income Taxes [Abstract]  
Income Taxes

11. Income Taxes

 

Cayman Islands and British Virgin Islands

 

Under the current and applicable laws of Cayman Islands and British Virgin Islands, the Group is not subject to tax on income or capital gains under these jurisdictions.

 

Hong Kong

 

IWHL, IWSL and IWAM are incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the six months ended September 30, 2024, 2023 and 2022, Hong Kong Profits Tax was calculated in accordance with the two-tiered profits tax rates regime. For eligible entities, the applicable income tax rate for the first HK$2,000,000 (equivalent to $256,118) of assessable profits is 8.25% whereas assessable profits above HK$2,000,000 (equivalent to $256,118) will continue to be subject to an income tax rate of 16.5%. As is the case of the Group’s connected entities, IWHL, IWSL and IWAM, only one of the connected entities can elect to be charged at two-tiered tax rates. The other entities will be subject to tax rate of 16.5% on all its assessable profits, if any.

 

The current and deferred portions of the income tax expenses included in the unaudited condensed consolidated statements of operations and comprehensive loss as determined in accordance with ASC 740 are as follows:

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Current taxes  $483   $11,925   $
-
 
Deferred taxes   (5,721)   (271)   (171)
Income tax (benefit) expense  $(5,238)  $11,654   $(171)

  

A reconciliation of the difference between the expected income tax (benefit) expense computed at Hong Kong profits tax rate of 16.5% and the Group’s reported income tax benefits is shown in the following table:

 

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Loss before income taxes  $(3,279,963)  $(740,006)  $(562,753)
Applicable income tax rate   16.5%   16.5%   16.5%
Income tax benefits at applicable income tax rate  $(541,194)  $(122,101)  $(92,854)
Non-deductible expenses (1)   443,861    59,816    40,008 
Income not subject to tax   (16)   (23)   (1)
Tax effect of two-tiered profits tax rates   (483)   (59,889)   26,424 
Under-provision in previous years   4,634    
-
    
-
 
Change in valuation allowance   87,960    133,851    26,252 
Income tax (benefit) expense  $(5,238)  $11,654   $(171)

 

(1)Non-deductible expenses for the six months ended September 30, 2024 and 2023 mainly represented expenses incurred by the Company and IWHL, while non-deductible expense for six months ended September 30, 2022 mainly represented expenses incurred by IWHL. Since the Company and IWHL are holding companies with no operations, these expenses were not allowed to be carried forward and set off profits in subsequent periods according to Hong Kong tax laws.

 

Deferred tax

 

The Group measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Group’s deferred tax assets and liabilities are as follows:

 

   As of 
   September 30,   March 31, 
   2024   2024 
Deferred tax assets:          
Allowance for credit loss  $9,298   $1,265 
Net operating loss carry forwards   304,493    214,543 
Depreciation and amortization   
-
    1,395 
Less: valuation allowances   (304,493)   (214,543)
Total deferred tax assets   9,298    2,660 
           
Deferred tax liabilities:          
Depreciation and amortization   (868)   
-
 
Total deferred tax liabilities   (868)   
-
 
Deferred tax assets, net  $8,430   $2,660 

 

Valuation allowance is provided against deferred tax assets when the Group determines that it is more-likely-than-not that the deferred tax assets will not be utilized in the future. The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more-likely-than-not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses and forecasts of future profitability. These assumptions require significant judgment and the forecasts of future taxable income are consistent with the plans and estimates the Group is using to manage the underlying businesses. The statutory tax rates of 16.5%, were applied when calculating deferred tax assets.

 

As of September 30, 2024 and March 31, 2024, the Group had net operating loss carryforwards indefinitely of $1,845,410 and $1,300,259, respectively, which fully arose from the subsidiaries established in Hong Kong and can be carried forward indefinitely against future assessable profits.

 

Due to the successive years of losses recognized by the Hong Kong subsidiaries, the Group is uncertain when these net operating losses can be utilized. As a result, the Group provided a 100% allowance on deferred tax assets on net operating losses of $304,493 and $214,543 related to the Hong Kong subsidiaries as of September 30, 2024 and March 31, 2024, respectively. The Group had no unrecognized tax benefits as of September 30, 2024 and March 31, 2024.

 

Movement of the Group’s valuation allowance against deferred tax assets is as follows:

 

Balance at April 1, 2022  $73,777 
Increase recognized in the income statement   26,252 
Exchange difference   (174)
Balance at September 30, 2022  $99,855 

 

Balance at April 1, 2023  $52,750 
Increase recognized in the income statement   133,851 
Exchange difference   158 
Balance at September 30, 2023  $186,759 

 

Balance at April 1, 2024  $214,543 
Increase recognized in the income statement   87,960 
Exchange difference   1,990 
Balance at September 30, 2024  $304,493 

 

Under relevant Hong Kong tax laws, tax case is normally subject to investigation by the tax authority for up to 6 years of assessment prior to the current year of assessment, unless in a case of fraud or willful evasion, then the investigation can be extended to cover 10 years of assessment. As of September 30, 2024 and March 31, 2024, the Group had no open tax investigation from the tax authority.

v3.24.4
Related Party Transaction and Balance
6 Months Ended
Sep. 30, 2024
Related Party Transaction and Balance [Abstract]  
Related Party Transaction and Balance

12. Related Party Transaction and Balance

 

a. Nature of relationships with related parties

 

Name   Relationship with the Company
Chan Sze Ho   Director of the Company
Cheung Yuk Shan   Spouse of Shum Ngan, Sammy, the director of the Company
Fong Wai Lok, Raymond   Former director of the Company, resigned as a director and appointed as a consultant of the Company effective April 1, 2024
I Win Growth SPC — Fund 1 SP   Fund managed by IWAML
Lau Kam Yan, Karen   Controlling party of Courageous Wealth Limited, which is 64% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024, and the sole director of Oriental Moon Tree Limited
Lobster Financial Holdings Limited   10% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Oriental Moon Tree Limited   73% shareholder of the Company
Tse Tim   Spouse of Lau Kam Yan, Karen, the Controlling party of Courageous Wealth Limited, which is 64% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Wu Hin Lun   Controlling party of Capital Hero Global Limited, which is 14% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Zhu Jian Guo   Father of Zhu Yun, the controlling party of Lobster Financial Holdings Limited
Zhu Yun   Controlling party of Lobster Financial Holdings Limited as of September 30, 2024 and March 31, 2024 and spouse of former director Fong Wai Lok, Raymond

 

b. Transactions with related parties

 

        

For the Six Months Ended

September 30

 
Name     Nature  2024   2023   2022 
Chan Sze Ho  (1)  Brokerage commission  $
-
   $26   $
-
 
Cheung Yuk Shan  (1)  Brokerage commission   
-
    96    144 
I Win Growth SPC – Fund 1 SP  (1)  Brokerage commission   
-
    
-
    9,095 
Lau Kam Yan, Karen  (1)  Brokerage commission   40    49    3,303 
Lobster Financial Holdings Limited  (1)  Brokerage commission   
-
    
-
    1,211 
Tse Tim  (1)  Brokerage commission   11,463    1,009    56,055 
Wu Hin Lun  (1)  Brokerage commission   419    
-
    296 
Zhu Yun  (1)  Brokerage commission   
-
    
-
    1,083 
Total        $11,922   $1,180   $71,187 
                      
Cheung Yuk Shan  (2)  Handling income on custodian service  $
-
   $2,056   $
-
 
Tse Tim  (3)  Handling income on dividend collection   
-
    1    
-
 
Total        $-   $2,057   $
-
 
                      
I Win Growth SPC – Fund 1 SP  (4)  Investment management fee income  $
-
   $
-
   $2,088 
                      
I Win Growth SPC – Fund 1 SP  (5)  Interest income and other  $
-
   $
-
   $3,603 
Lau Kam Yan, Karen  (5)  Interest income and other   
-
    
-
    1 
Lobster Financial Holdings Limited  (5)  Interest income and other   
-
    
-
    271 
Tse Tim  (5)  Interest income and other   2,019    1,054    1,830 
Wu Hin Lun  (5)  Interest income and other   
-
    17    9 
Zhu Yun  (5)  Interest income and other   
-
    
-
    28 
Total        $2,019   $1,071   $5,742 

 

(1)The amounts for the six months ended September 30, 2024, 2023 and 2022 represented fees and commissions from securities brokerage services based on a fixed rate for each transaction.
(2)The amounts for the six months ended September 30, 2023 represented handling income from custodian services rendered.
(3)The amounts for the six months ended September 30, 2023 represented handling income from dividend collection services rendered.
(4)The amounts for the six months ended September 30, 2022 represented income from investment management services rendered.
(5)The amounts for the six months ended September 30, 2024, 2023 and 2022 represented interests charged on overdue receivables from related parties arising from brokerage transactions.

 

c. Balance with related parties

 

         As of 
         September 30,   March 31, 
Name     Nature  2024   2024 
Tse Tim  (1)  Receivables from customers  $
-
   $3,740 
                 
Oriental Moon Tree Limited  (2)  Amounts due from related party  $3,923   $3,895 
                 
Chan Sze Ho  (3)  Payables to customers  $2,746   $
-
 
Cheung Yuk Shan  (3)  Payables to customers   65,180    63,845 
Fong Wai Lok, Raymond  (3)  Payables to customers   37    
-
 
Lau Kam Yan, Karen  (3)  Payables to customers   42,650    41,727 
Tse Tim  (3)  Payables to customers   527,804    390,382 
Wu Hin Lun  (3)  Payables to customers   1,035    57,748 
Zhu Jian Guo  (3)  Payables to customers   
-
    2,872 
Zhu Yun  (3)  Payables to customers   262    78,675 
Total        $639,714   $635,249 

 

(1)The balances as of March 31, 2024 represented amounts overdue on brokerage transactions which passed the settlement dates. The balances were fully settled subsequently.
(2)The balance as of September 30, 2024 and March 31, 2024 represented advance to shareholders for operational purpose, before allowance for expected credit losses. The balance was unsecured, non-interest bearing and repayable on demand. As of the date of these unaudited condensed consolidated financial statements, the balance was fully settled subsequently.
(3)The balances as of September 30, 2024 and March 31, 2024 represented cash deposits received from the related parties and payables arising from unsettled trades on trade-date basis.
v3.24.4
Regulatory Requirements
6 Months Ended
Sep. 30, 2024
Regulatory Requirements [Abstract]  
Regulatory Requirements

13. Regulatory Requirements

 

The following table illustrates the minimum regulatory capital as established by HKSFC that the Company’s subsidiaries were required to maintain as of September 30, 2024 and March 31, 2024 and the actual amounts of capital maintained.

 

Capital requirements as of September 30, 2024

 

   Minimum Regulatory Capital Requirements  

 

Capital Levels Maintained

  

 

 

Excess Net Capital

  

 

Percent of Requirement Maintained

 
I Win Securities Limited  $386,109   $1,193,207   $807,098    309%
I Win Asset Management Limited (1)   12,870    62,936    50,066    489%
Total  $398,979   $1,256,143   $857,164    315%

 

Capital requirements as of March 31, 2024

 

   Minimum Regulatory Capital Requirements  

 

Capital Levels Maintained

  

 

 

Excess Net Capital

  

 

Percent of Requirement Maintained

 
I Win Securities Limited  $383,345   $1,640,332   $1,256,987    428%
I Win Asset Management Limited (1)   12,778    72,452    59,674    567%
Total  $396,123   $1,712,784   $1,316,661    432%

 

(1)I Win Asset Management Limited is only required to file its regulatory returns in June and December of every year. The capital levels presented above as of September 30, 2024 and March 31, 2024, reflects the position as submitted in its regulatory return as of June 2024 and December 2023, respectively.
v3.24.4
Commitments and Contingencies
6 Months Ended
Sep. 30, 2024
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

14. Commitments and Contingencies

 

Commitments

 

As of September 30, 2024 and March 31, 2024, other than lease commitment disclosed elsewhere in these unaudited condensed consolidated financial statements, the Group had neither significant financial nor capital commitment.

 

Contingencies

 

As of September 30, 2024 and March 31, 2024, the Group was not a party to any material legal or administrative proceedings. From time to time, the Group is involved in various other legal and regulatory proceedings arising in the normal course of business. While the Group cannot predict the occurrence or outcome of these proceedings with certainty, it does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Group’s unaudited condensed consolidated financial condition or cash flows; however, an unfavorable outcome could have a material adverse effect on the Group’s results of operations.

v3.24.4
Segment Information
6 Months Ended
Sep. 30, 2024
Segment Information [Abstract]  
Segment information

15. Segment information

 

The Group uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.

 

The Group does not distinguish revenues, costs and expenses between segments in its internal reporting, but instead reports costs and expenses by nature as a whole. Based on the management’s assessment, the Group determines that it has only one operating segment and therefore one reportable segment as defined by ASC 280. Furthermore, all of the Group’s revenue are derived in or from Hong Kong with all operation being carried out in Hong Kong. Therefore, no geographical segments are presented. The Group concludes that it has only one reportable segment. As such, all financial segment information required by the authoritative guidance can be found in the unaudited condensed consolidated financial statements.

v3.24.4
Subsequent Events
6 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

16. Subsequent Events

 

The Group evaluates all events and transactions that occur after September 30, 2024 up through the date the Group issues the unaudited condensed consolidated financial statements. There is no other subsequent event occurred that would require recognition or disclosure in the Group’s unaudited condensed consolidated financial statements.

v3.24.4
Accounting Policies, by Policy (Policies)
6 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Basis of presentation and principle of consolidation

Basis of presentation and principle of consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements as of and for the six months ended September 30, 2024, 2023 and 2022 include all adjustments (consisting of only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows for such interim periods. The results of operations for the six months ended September 30, 2024, 2023 and 2022 are not necessarily indicative of results to be expected for the full year ending March 31, 2025, 2024 and 2023. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended March 31, 2024, 2023 and 2022.

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Use of estimates and assumptions

Use of estimates and assumptions

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, allowance for expected credit losses, determination of the useful lives of long-lived assets, impairment of long-lived assets, allowance for deferred tax assets, recognition and measurement of operating lease right-of-use assets, operating lease liabilities, and fair value and estimation of forfeiture of share based payment. Actual results could differ from the estimates, and as such, differences could be material to the unaudited condensed consolidated financial statements.

Adoption of new accounting standard

Adoption of new accounting standard

In March, 2022, the FASB issued ASU 2022-02 — Financial Instruments — Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This standard eliminates the accounting guidance on TDRs for creditors in ASC 310-40 and amends the guidance on “vintage disclosures” to require disclosure of current period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for any entities that have adopted ASU 2016-13 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Group adopted the ASU prospectively on April 1, 2023. The adoption of this standard did not have a material impact on the unaudited condensed consolidated financial statements.

Cash

Cash

Cash include balances maintained with banks in Hong Kong that can be added or withdrawn without limitation.

Restricted cash

Restricted cash

Restricted cash represents bank balances the Group holds on behalf of its customers. The Group maintains segregated accounts with banks in Hong Kong to hold customers’ monies arising from its normal course of business. These segregated customers’ monies are strictly restricted for customers’ transactions and governed by the Securities and Futures (Client Money) Rules under the HKSFO. Such regulations are promulgated to protect customers’ assets. The Group has classified such segregated customers’ monies as restricted cash. Corresponding payables to customers are recorded upon receipt of cash from or for the customers.

 

Receivables from broker-dealers and clearing organizations

Receivables from broker-dealers and clearing organizations

Receivables from broker-dealers and clearing organizations represent balances due from broker-dealers and clearing organizations, including cash deposits placed, net commission receivables, receivables arising from unsettled trades on trade-date basis.

Receivables from broker-dealers and clearing organizations are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is the Group’s best estimate of the amount of probable credit losses in the Group’s existing receivables from broker-dealers and clearing organizations. The Group assesses collectability by reviewing receivables from broker-dealers and clearing organizations on a collective basis where similar characteristics exist or on an individual basis when the Group identifies specific broker-dealers and clearing organizations with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, the Group considers historical collectability based on past due status, the age of the balances of receivables from broker-dealers and clearing organizations, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from counterparties. Under this accounting guidance, the Group measures credit losses on its receivables from broker-dealers and clearing organizations using the current expected credit loss model under ASC 326. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2024 and March 31, 2024, no allowance for expected credit losses were recorded, respectively.

Receivables from customers

Receivables from customers

Receivables from customers include (i) amounts due on brokerage transactions on trade-date basis and those not yet settled by customers on settlement dates; (ii) fee receivables related to advisory services, due diligence services, introducing and referral services, investment management services and underwriting and placement services provided.

Receivables from customers are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is the Group’s best estimate of the amount of probable credit losses in the Group’s existing receivables from customers. The Group assesses collectability by reviewing receivables from customers on a collective basis where similar characteristics exist, primarily based on similar business line, service or product offerings and on an individual basis when the Group identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, the Group considers historical collectability based on past due status, the age of the balances of receivables from customers, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from counterparties. Under this accounting guidance, the Group measures credit losses on its receivables from customers using the current expected credit loss model under ASC 326. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2024 and March 31, 2024, the Group provided allowance for expected credit losses of $55,554 and $6,641, respectively.

Expected credit loss

Expected credit loss

ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Group adopted the new standard effective April 1, 2023, the first day of the Group’s fiscal year and applied to receivables from customers, amounts due from a related party and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows.

 

Leases

Leases

The Group is a lessee of non-cancellable operating leases for corporate office premises. The Group determines if an arrangement is a lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. All leases of the Group are currently classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Group’s unaudited condensed consolidated balance sheets.

ROU assets represent the Group’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term.

When determining the lease term, at lease commencement date, the Group considers options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option. The interest rate used to determine the present value of future lease payments is the Group’s incremental borrowing rate based on the information available at the lease commencement date.

The lease standard (ACS 842) provides practical expedients for an entity’s ongoing accounting. The Group elects to apply short-term lease exception for leases with a lease term of 12 months or less at commencement. Accordingly, ROU assets and operating lease liabilities do not include leases with a lease term of 12 months or less.

The Group also elects to adopt the practical expedient that allows lessee to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include building management fees, utility expenses and property taxes included and payable in the lease contract. These non-lease components are not separated from the lease components to which they relate and are collectively reflected as occupancy costs in the unaudited condensed consolidated statement of operations and comprehensive loss.

The Group evaluates the impairment of its ROU assets consistently with the approach applied for its other long-lived assets. The Group reviews the recoverability of its long-lived assets when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the assets from the expected undiscounted future pre-tax cash flows of the related operations. For the six months ended September 30, 2024, 2023 and 2022, the Group did not recognize any impairment loss against its ROU assets.

Property and equipment, net

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method based on the estimated useful life. The estimated useful lives of property and equipment are as follows:

Computer equipment 3 years
Furniture and office equipment 5 years
Leasehold improvements Shorter of lease term or 5 years

Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss under other income or expenses.

Intangible assets

Intangible assets

Intangible assets are originally recognized at cost. The useful lives of intangible assets are assessed to either be finite or indefinite based on the nature of the intangible assets. The Group’s intangible assets represent eligibility rights to trade on or through SEHK. Management has determined that such assets have indefinite useful lives. These intangible assets are not amortized and are tested for impairment annually either individually or at the cash-generating unit level. These intangible assets are also evaluated annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.

 

Impairment of long-lived assets

Impairment of long-lived assets

The Group reviews long-lived assets, including property and equipment, ROU assets and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For the six months ended September 30, 2024, 2023 and 2022, no impairment of long-lived assets was recognized.

Payables to customers

Payables to customers

Payables to customers arise from the Group’s brokerage business and include cash deposits received by the Group from the customers and payables arising from unsettled trades on trade-date basis.

Payables broker-dealers and clearing organizations

Payables broker-dealers and clearing organizations

Payables broker-dealers and clearing organizations represent balances due to broker-dealers and clearing organizations, including net commission payables and payables arising from unsettled trades on trade-date basis.

Revenue recognition

Revenue recognition

a) Revenue from contracts with customers

The Group follows the rules and guidance set out under ASC 606, Revenue from Contracts with Customers (“ASC 606”), when recognizing revenue from contracts with customers. The core principle of ASC 606 requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when the Group satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation.

The Group identifies each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Group applies a practical expedient to expense costs as incurred for those suffered in order to obtain a contract with a customer when the amortization period would have been one year or less. The Group has no material incremental costs of obtaining contracts with customers that the Group expects the benefit of those costs to be longer than one year, which need to be recognized as assets.

 

The Group’s principal revenue streams include:

Advisory fees

The Group provides investment advisory services by acting as advisor for its customers in return for advisory fees. The Group enters into distinct agreements with its customers for the provision of financial advisory services. The financial advisory service is distinct and identified as one performance obligation. Revenue from advisory fees is recognized over time when the performance is satisfied throughout the contract terms and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods.

According to the agreement, the customer is required to pay a monthly fee for investment advisory services. The payment is due from the date of billing.

Brokerage commissions

The Group earns fees and commissions from securities brokerage services based on a fixed rate for each transaction. When a customer executes a securities trading transaction with the Group, brokerage commission is recognized upon the completion of the transaction. Only a single performance obligation is identified for each securities trading transaction, and the performance obligation is satisfied on the trade date because this is when the underlying financial instrument is identified, the pricing of brokerage service is agreed upon and the promised services are delivered to customers. Brokerage commissions are recognized at a point in time on the trade date. The securities trading transaction could not be cancelled once it is executed and is not refundable, so returns and allowances are not applicable.

The customer is required to pay a fixed rate of the brokerage commissions for each securities brokerage transaction and payment is due within two days from the trade date.

Due diligence service fees

The Group enters into a distinct due diligence services agreement with its customers for providing them with due diligence report in return for a one-time fixed due diligence service fee. The Group is obligated to deliver its customers due diligence reports. The due diligence services the Group promises to provide to its customers are considered distinct and are therefore considered to be a single performance obligation. Before the full and complete delivery of the services, the customers cannot benefit from the performance and cannot control the work in progress. The Group controls the rights to the services, which are not associated with any progress payments. As a result, revenue from providing business due diligence services does not meet the criteria of recognizing revenue over time. The revenue is therefore recognized at a point in time when the transaction is completed and the Group’s performance obligation is fulfilled, as evidenced by the delivery of the complete due diligence report.

Payment is due from the date of billing and all due diligence services were completed prior to September 30, 2024.

Handling income

The Group provides other financial services including dividend collection and custodian services, and earns handling income in return for these services provided.

Custodian services – The Group enters into distinct custodian agreements with its customers for the provision of custodian and administration services. Among all other services provided, the Group earns a fee by assisting its customers in transferring the physical shares certificates they hold into Central Clearing and Settlement System (CCASS), a centralized electronic book-entry clearing and settlement system for transactions of securities listed in SEHK, for custodian purposes. The Group earns a fee based on a fixed rate of the value of shares in concern. The custodian agreement is distinct and is identified as one performance obligation. Revenue is recognized at a point in time upon the completion of the transaction.

Dividend collection – When the securities held by its customers have any corporate action, the Group may act as the agent of its customers in processing and collecting the related dividends. The Group earns a fee based on a fixed rate of the amount of dividend in concern. Only a single performance obligation is identified in the contract and income from dividend collection services is recognized at a point in time upon the completion of the transaction.

According to the agreement, the customer is required to pay a handling fee for custodian service at fixed amount and a fee for dividend collection at a fixed percentage on the dividends collected for each transaction. Payment is due upon completion of services.

 

Introducing and referral income

The Group derives introducing and referral income from the introduction of customers to other financial service providers or other interested parties. The Group enters into distinct referral agreements with these parties in relation to the introducing and referral services rendered and the fee is crystalized at the point when the referees executed a transaction with these parties. Under the distinct referral agreements the Group has in place, the Group is not subject to any minimum referral numbers, any committed targets nor any other obligations once the referral is made. No claw back or adjustments to the income are allowed under these agreements. Revenue from providing introducing and referral services is recognized at a point in time when the transaction and the performance is completed.

According to the agreement, the customer is required to pay an introducing and referral fee on a monthly basis. The payment is due from the date of billing.

Investment management fee income

The Group provides investment management service by acting as investment manager for its customers in return for investment management fee income. The Group enters into distinct investment management agreements with its customers for the provision of investment management service. The investment management service is distinct and is identified as one performance obligation. Revenue from investment management service is recognized over time when the performance is satisfied throughout the contract terms and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods.

According to the agreement, the customer is required to pay a monthly fee for investment management services. The payment is due from the date of billing.

Underwriting and placement income

The Group provides underwriting and placement services by acting as an underwriter, global coordinator, book runner or lead manager for securities issuances and bonds placements, in return for underwriting and placement income.

The Group enters into a distinct underwriting or placement agreement with its customers, i.e. corporate issuers, for the provision of underwriting and placement services. The underwriting and placement service is distinct and is identified as one performance obligation. As stipulated in the underwriting and placement agreement, the Group will charge an underwriting and placement income based on certain percentage of the funds raised in the transaction, either initial public offerings or other fundraising or placement activities.

Revenue from providing underwriting and placement services to customers is recognized at a point in time when the transaction and the performance is completed, which is generally at the completion of the public offering, i.e., listing of the securities on relevant exchanges, or the completion of a placement.

For certain underwriting and placement projects, the Group will reduce its commitments and exposures by having sub-underwriting and sub-placement arrangements with other broker-dealers. Generally, the terms of these sub-underwriting and sub-placement arrangements would mirror the master underwriting and placement agreements the Group has in place with its customers but give a concession fee to these broker-dealers for services rendered under the sub-underwriting and sub-placement arrangements.

The Group follows the rules and guidance set out under ASC 606 when determining whether it is acting as a principal or an agent in the contract with its customers. The core principle of ASC 606 requires an entity to determine whether the nature of its promise is a performance obligation to provide the services itself (that is, the entity is a principal) or to arrange for those services to be provided by the other party (that is, the entity is an agent). The following steps are applied to achieve that core principle:

Step 1: Identify the specified services to be provided to the customer

Step 2: Assess whether it controls each specified service before that service is transferred to the customer

Under the underwriting and placement agreements the Group has in place with its customers, the Group has a primary responsibility in rendering the underwriting and placement services and meeting the specific requirements set out in these agreements. The whole process is primarily controlled by the Group who decides to whom the offering shares it may sell and, if it thinks fit, has the full discretionary authority in engaging any broker-dealer for such sub-underwriting and sub-placement arrangements without the consent from its customers. The Group has the primary responsibility in the function. The Group also has full authority in negotiating and setting the fees with its customers and broker-dealers and deciding the margin on each project without the consent from other parties. Accordingly, the Group has full control on the underwriting and placement services it offers to the customers and is a principal in the contracts. The Group recognizes revenue at the gross amount it is entitled to from its customers.

The agreement of underwriting and placement services requires payment following the completion of services.

 

Sources of revenue

Disaggregated information of revenue by major sources are as follows:

  

For the Six Months Ended

September 30, 2024

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $128,581   $2,010   $130,591 
exchanges in United States   22,871    9,912    32,783 
                
Due diligence service fees   39,698    
-
    39,698 
                
Handling income on               
custodian services   13,463    
-
    13,463 
dividend collection   31,017    
-
    31,017 
                
Introducing and referral income   329,534    
-
    329,534 
                
Underwriting and placement income related to               
equity securities   82,251    
-
    82,251 
                
Revenue from contracts with customers recognized over time               
Investment management fee income   7,826    
-
    7,826 
                
Revenue from other sources               
Interest income and others (note)   35,157    2,019    37,176 
   $690,398   $13,941   $704,339 
  

For the Six Months Ended

September 30, 2023

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $155,579   $302   $155,881 
exchanges in United States   2,630    878    3,508 
                
Handling income on               
custodian services   36,714    2,056    38,770 
dividend collection   6,802    1    6,803 
                
Introducing and referral income   159,129    
-
    159,129 
                
Underwriting and placement income related to                
equity securities   39,765    
-
    39,765 
                
Revenue from contracts with customers recognized over time               
Advisory fees   321,558    
-
    321,558 
                
Revenue from other sources               
Interest income and others (note)   24,141    1,071    25,212 
   $746,318   $4,308   $750,626 

 

  

For the Six Months Ended

September 30, 2022

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $73,673   $10,752   $84,425 
exchanges in United States   247,480    60,435    307,915 
other exchanges   29,986    
-
    29,986 
                
Handling income on               
custodian services   13,413    
-
    13,413 
dividend collection   4,710    
-
    4,710 
                
Introducing and referral income   224,865    
-
    224,865 
                
Underwriting and placement income related to               
equity securities   96,340    
-
    96,340 
bonds and others   318,317    
-
    318,317 
                
Revenue from contracts with customers recognized over time               
Investment management fee income   18,658    2,088    20,746 
                
Revenue from other sources               
Interest income and others (note)   73,643    5,742    79,385 
   $1,101,085   $79,017   $1,180,102 

Note:

Interest income and others primarily consist of interests earned on bank deposits and a customers’ overdue, which are not within the scope ASC 606.

Interest income is recognized as it accrues using the effective interest method. Interests on customers’ overdue represent interests charged on overdue receivables from customers arising from brokerage transactions. According to the contracts entered into between the Group and its customers, the Group shall charge its customers on amounts overdue, i.e. amounts due on brokerage transactions which are not yet settled on settlement dates, at an interest at Hong Kong Prime Lending Rate plus 8% per annum accrued on daily basis.

Government subsidies primarily relate to one-off entitlement granted by the Hong Kong Government under the Employment Support Scheme of the Anti-epidemic Fund. The Group recognizes government subsidies as other income when the conditions are met.

Interest income and others recognized for the six months ended September 30, 2024, 2023 and 2022 were broken down as below.

  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Interests on bank deposits  $828   $135   $5 
Interests on customers’ overdue   32,996    20,770    29,957 
Government subsidies   
-
    
-
    47,660 
Sundry income   3,352    4,307    1,763 
   $37,176   $25,212   $79,385 

 

Brokerage, clearing and exchange fees

Brokerage, clearing and exchange fees

Brokerage, clearing and exchange fees primary relate to transaction costs paid to broker-dealers and clearing organizations on securities brokerage services which are expensed as incurred.

Employee benefit plan

Employee benefit plan

Employees of the Group located in Hong Kong participate in a compulsory retirement benefit scheme as required by the local laws in Hong Kong. Contributions are required by both the Group and its employees at a rate of 5% on the employees’ relevant salary income, subject to a cap of monthly relevant income of HK$30,000 (equivalent to $3,842). For the six months ended September 30, 2024, 2023 and 2022, the total amount charged to the unaudited condensed consolidated statements of operations and comprehensive loss in respect of the Group’s costs incurred in the scheme were $17,171, $12,833 and $16,721, respectively.

Share based compensation expenses

Share based compensation expenses

The Group uses the fair value method of accounting for the share options granted to directors and employees to measure the cost services received in exchange for share based awards. The Group has selected the binominal option-pricing model as the most appropriate fair value method for its option awards. The Binomial model takes into account variables such as volatility, dividend yield rate, and risk-free interest rate and also allows for the use of dynamic assumptions and considers the contractual term of the option, and the probability that the option will be exercised prior to the end of its contractual life. The Group estimates the forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. These inputs are subjective and generally require significant judgment. The resulting cost is recognized over the period during which directors and employees are required to provide service in exchange for the awards. Share-based compensation expense is recognized on a graded vesting basis, net of estimated forfeitures. For the six months ended September 30, 2024, 2023 and 2022, the total amount charged to the unaudited condensed consolidated statements of operations and comprehensive loss in respect of the Group’s share based compensation expenses were $835,967, $nil and $nil, respectively.

In accordance with ASC 718, modifications to stock-based awards are accounted for as exchanges of the original awards for new awards. The incremental fair value, which is the difference between the fair value of the modified award and the original award immediately before modification, is measured at the modification date. This incremental fair value is recognized immediately as compensation cost for vested awards. For unvested awards, the incremental compensation cost, along with any remaining unrecognized compensation cost of the original award, is recognized over the remaining requisite vesting period.

Income taxes

Income taxes

The Group accounts for income taxes under ASC 740, Income Taxes. Provision for income taxes consists of current taxes and deferred taxes.

Current tax is recognized based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognized in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Group does not consider that there was any uncertain tax position as of September 30, 2024 and March 31, 2024.

Segment reporting

Segment reporting

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Group’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Group’s business segments.

The Group uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Group does not distinguish revenues, costs and expenses between segments in its internal reporting, but instead reports costs and expenses by nature as a whole.

 

Loss per share

Loss per share

Loss per share (“EPS”) is calculated in accordance with ASC 260, Earnings Per Share. Basic EPS is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of shares outstanding during the period.

Diluted EPS is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effect would be antidilutive. With a net loss attributable to ordinary shareholders, the inclusion of dilutive potential common shares would be antidilutive, the diluted EPS is computed the same as basic EPS.

Basic and diluted EPS are presented in the Group’s unaudited condensed consolidated statements of operations and comprehensive loss.

Translation of foreign currencies

Translation of foreign currencies

The Group’s principal place of operations is Hong Kong. The financial position and results of its operations are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s unaudited condensed consolidated financial statements are presented using the U.S. Dollars (“US$” or “$”). The results of operations and the unaudited condensed consolidated statements of cash flows denominated in functional currency are translated to US$ at the average rate of exchange during the reporting period. Assets and liabilities denominated in functional currency at the balance sheet date are translated to US$ at the applicable rates of exchange in effect at balance sheet date. The equity denominated in functional currency is translated to US$ at the historical rate of exchange at the time of transaction. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in unaudited condensed consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Group’s unaudited condensed consolidated statements of operations and comprehensive loss.

The following table outlines the exchange rates that are used in preparing these unaudited condensed consolidated financial statements:

   As of 
   September 30,   March 31, 
   2024   2024 
Period-end spot rate   7.7698    7.8259 
  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Average rate   7.8089    7.8329    7.8472 
Fair value of financial instruments

Fair value of financial instruments

The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

As of September 30, 2024 and March 31, 2024, financial instruments of the Group comprised primarily cash, restricted cash, receivables from broker-dealers and clearing organizations, receivables from customers, amounts due from related party, other assets, payables to customers, payables to broker-dealers and clearing organizations, accrued expenses and other liabilities. The Group concludes that the carrying amounts of these financial instruments approximate their fair values because of the short-term nature of these instruments.

 

Related parties

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.

Commitments and contingencies

Commitments and contingencies

In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Group’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Recent accounting pronouncements

Recent accounting pronouncements

The Group considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Group meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision useful financial analyses. Topic 280 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess segment performance and make decisions about allocating resources. Topic 280 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 202307 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively. Management considers that the guidance will not have a significant impact on the disclosures set out in these unaudited condensed consolidated financial statements.

In December 2023, FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740)” (“ASU 2023-09”). The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU2023-09 are effective for annual periods beginning after December 15, 2024, and should be applied prospectively. The Group is currently evaluating the impact of the update on the Group’s unaudited condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Group is currently evaluating the impact of the on its unaudited condensed consolidated financial statements and related disclosures.

 

Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the Group’s unaudited condensed consolidated financial statements.

v3.24.4
Organization and Description of Business (Tables)
6 Months Ended
Sep. 30, 2024
Organization and Description of Business [Abstract]  
Schedule of Consolidated Financial Statements The unaudited condensed consolidated financial statements of the Group include the following entities:
    Date of   Place of   % of   Principal  
Name of Entity   Incorporation   Incorporation   Ownership   Activities  
17 Uno Limited (“17 Uno”)   August 17, 2022   British Virgin Islands   100%   Investment holding  
I Win Holdings Limited (“IWHL”)   March 25, 2020   Hong Kong   100%   Investment holding  
I Win Securities Limited (“IWSL”)   November 10, 2016   Hong Kong       100%   Carrying out regulated activities including Type 1 activity “Dealing in Securities” under HKSFO  
I Win Asset Management Limited (“IWAML”)   March 25, 2020   Hong Kong       100%   Carrying out regulated activities including Type 4 activity “Advising on Securities” and Type 9 activity “Asset Management” under HKSFO  
China Union Financial Holding Limited (“CUFH”)   June 17, 2016     British Virgin Islands     100%   Investment holding    
v3.24.4
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Schedule of Estimated Useful Lives of Property and Equipment The estimated useful lives of property and equipment are as follows:
Computer equipment 3 years
Furniture and office equipment 5 years
Leasehold improvements Shorter of lease term or 5 years
Schedule of Disaggregated Information of Revenue Disaggregated information of revenue by major sources are as follows:
  

For the Six Months Ended

September 30, 2024

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $128,581   $2,010   $130,591 
exchanges in United States   22,871    9,912    32,783 
                
Due diligence service fees   39,698    
-
    39,698 
                
Handling income on               
custodian services   13,463    
-
    13,463 
dividend collection   31,017    
-
    31,017 
                
Introducing and referral income   329,534    
-
    329,534 
                
Underwriting and placement income related to               
equity securities   82,251    
-
    82,251 
                
Revenue from contracts with customers recognized over time               
Investment management fee income   7,826    
-
    7,826 
                
Revenue from other sources               
Interest income and others (note)   35,157    2,019    37,176 
   $690,398   $13,941   $704,339 
  

For the Six Months Ended

September 30, 2023

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $155,579   $302   $155,881 
exchanges in United States   2,630    878    3,508 
                
Handling income on               
custodian services   36,714    2,056    38,770 
dividend collection   6,802    1    6,803 
                
Introducing and referral income   159,129    
-
    159,129 
                
Underwriting and placement income related to                
equity securities   39,765    
-
    39,765 
                
Revenue from contracts with customers recognized over time               
Advisory fees   321,558    
-
    321,558 
                
Revenue from other sources               
Interest income and others (note)   24,141    1,071    25,212 
   $746,318   $4,308   $750,626 

 

  

For the Six Months Ended

September 30, 2022

 
   Third parties   Related parties   Total 
Revenue from contracts with customers recognized at a point in time            
Brokerage commissions related to            
exchange in Hong Kong  $73,673   $10,752   $84,425 
exchanges in United States   247,480    60,435    307,915 
other exchanges   29,986    
-
    29,986 
                
Handling income on               
custodian services   13,413    
-
    13,413 
dividend collection   4,710    
-
    4,710 
                
Introducing and referral income   224,865    
-
    224,865 
                
Underwriting and placement income related to               
equity securities   96,340    
-
    96,340 
bonds and others   318,317    
-
    318,317 
                
Revenue from contracts with customers recognized over time               
Investment management fee income   18,658    2,088    20,746 
                
Revenue from other sources               
Interest income and others (note)   73,643    5,742    79,385 
   $1,101,085   $79,017   $1,180,102 
Schedule of Interest Income and Others Interest income and others recognized for the six months ended September 30, 2024, 2023 and 2022 were broken down as below.
  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Interests on bank deposits  $828   $135   $5 
Interests on customers’ overdue   32,996    20,770    29,957 
Government subsidies   
-
    
-
    47,660 
Sundry income   3,352    4,307    1,763 
   $37,176   $25,212   $79,385 

 

Schedule of Exchange Rates Used in Preparing Financial Statements The following table outlines the exchange rates that are used in preparing these unaudited condensed consolidated financial statements:
   As of 
   September 30,   March 31, 
   2024   2024 
Period-end spot rate   7.7698    7.8259 
  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Average rate   7.8089    7.8329    7.8472 
v3.24.4
Significant Risks (Tables)
6 Months Ended
Sep. 30, 2024
Significant Risks [Abstract]  
Schedule of Company’s Revenues and Their Respective Outstanding Balances For the six months ended September 30, 2024, 2023 and 2022, customers who accounted for 10% or more of the Company’s revenues and their respective outstanding balances at period end dates, are presented as follows:
   For the six months ended September 30, 2024   As of September 30, 2024 
Customer  Revenue   Percentage of
revenue
   Receivables
from
customers,
gross
   Percentage of
receivables
from
customers,
gross
 
Customer A  $321,348    46%  $75,423       4%

 

   For the six months ended September 30, 2023   As of September 30, 2023 
Customer  Revenue  

Percentage of

revenue

   Receivables
from
customers,
gross
   Percentage of
receivables
from
customers,
gross
 
Customer B  $296,823    40%  $49,482          8%
Customer C   148,412    20%   
-
    
-
 
Total:  $445,235    60%  $49,482    8%
   For the six months ended September 30, 2022   As of September 30, 2022 
Customer  Revenue   Percentage of
revenue
   Receivables
from
customers,
gross
   Percentage of
receivables
from
customers,
gross
 
Customer D  $227,852    19%  $
        -
    
      -
%
Customer E   200,683    17%   
-
    
-
 
Total:  $428,535    36%  $
-
    
-
%
v3.24.4
Receivables from Customers, Net (Tables)
6 Months Ended
Sep. 30, 2024
Receivables from Customers, Net [Abstract]  
Schedule of Receivables from Customers As of September 30, 2024 and March 31, 2024, receivables from customers, net, consisted of the following balances:
   As of 
   September 30,   March 31, 
Third parties  2024   2024 
Receivables related to securities brokerage services        
Unsettled trades on trade-date basis  $234,156   $26,603 
Overdue balances on settlement dates (1)   589,771    54,931 
Receivables related to advisory services   99,745    99,031 
Receivables related to due diligence services   19,949    
-
 
Receivables related to introducing and referral services   75,423    30,790 
Receivables related to investment management services   7,866    
-
 
Receivables related to underwriting and placement services   
-
    43,318 
    1,026,910    254,673 
Less: Allowance for expected credit losses   (55,554)   (6,610)
Total receivables from customers, net  $971,356   $248,063 
           
Related party          
Receivables related to securities brokerage services          
Overdue balances on settlement dates (1)  $
-
   $3,740 
Less: Allowance for expected credit losses   
-
    (31)
Total receivables from customers-related party, net  $
-
   $3,709 
(1)According to the contracts entered into between the Group and its customers, the Group shall charge its customers on amounts due on brokerage transactions which are not yet duly settled on settlement dates, an interest at Hong Kong Prime Lending Rate plus 8% per annum. Further according to the terms set out in the contracts, the Group is entitled to liquidate the security positions it holds on behalf of the particular customers in order to recover the receivable balances in cases of default. As of September 30, 2024 and March 31, 2024, the Group maintained a weighted average Loan-To-Value ratio of 0.95% and 0.23% against these balances, respectively.
Schedule of Movement of Allowance for Expected Credit Losses The movement of allowance for expected credit losses is as follow:
   As of 
   September 30,   March 31, 
   2024   2024 
Balance at beginning of the period/year  $6,641   $
-
 
Provision for expected credit losses   48,620    6,641 
Exchange difference   293    
-
 
Balance at end of the period/year  $55,554   $6,641 
v3.24.4
Amounts Due from Related Party, Net (Tables)
6 Months Ended
Sep. 30, 2024
Amounts Due from Related Party, Net [Abstract]  
Schedule of Amounts Due from Related Party As of September 30, 2024 and March 31, 2024, amounts due from related party, net, consisted of the following balances:
   As of 
   September 30,   March 31, 
   2024   2024 
Amounts due from related party  $3,923   $3,895 
Less: Allowance for expected credit losses   (38)   (37)
Total amounts from related party, net  $3,885   $3,858 
Schedule of Related Party of Allowance for Expected Credit Losses The movement of allowance for expected credit losses is as follow:
   As of 
   September 30,   March 31, 
   2024   2024 
Balance at beginning of the period/year  $     37   $
    -
 
Provision for expected credit losses   
-
    37 
Exchange difference   1    
-
 
Balance at end of the period/year  $38   $37 
v3.24.4
ROU Assets and Operating Lease Liabilities (Tables)
6 Months Ended
Sep. 30, 2024
ROU Assets and Operating Lease Liabilities [Abstract]  
Schedule of Operating Lease Liabilities As of September 30, 2024 and March 31, 2024, the Group subsisted of the following non-cancellable lease contract.
Description of lease   Lease term
Office at China Insurance Group Building, Hong Kong   2 years from March 1, 2022 to February 29, 2024
Office at China Insurance Group Building, Hong Kong   3 years from March 1, 2024 to February 28, 2027
Amounts recognized in the unaudited condensed consolidated balance sheet:
   As of 
   September 30,   March 31, 
   2024   2024 
        
Right-of-use assets  $234,426   $280,903 
Operating lease liabilities          
Current   115,566    91,990 
Non-current   140,981    197,932 
   $256,547   $289,922 
           
Weighted average remaining lease terms (in years)   2.42    2.92 
Information related to operating lease activities during the six months ended September 30, 2024, 2023 and 2022 are as follows:
  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Amortization of ROU assets  $48,259   $34,366   $34,304 
Interest on operating lease liabilities   5,691    595    1,447 
Total operating lease expenses, included within Occupancy Costs  $53,950   $34,961   $35,751 

 

Schedule of Remaining Contractual Maturities The following table summarizes the remaining contractual maturities of lease liabilities under operating lease as of September 30, 2024:
2025  $123,555 
2026   123,555 
2027   20,592 
Total future lease payments  $267,702 
Less: imputed interest   (11,155)
Present value of lease obligations  $256,547 
v3.24.4
Property and Equipment, Net (Tables)
6 Months Ended
Sep. 30, 2024
Property and Equipment, Net [Abstract]  
Schedule of Property and Equipment As of September 30, 2024 and March 31, 2024, property and equipment, net, consisted of the following:
   As of 
   September 30,   March 31, 
   2024   2024 
Computer equipment  $19,238   $39,083 
Furniture and office equipment   1,030    6,505 
Leasehold improvements   212,334    33,800 
Less: accumulated depreciation   (23,244)   (59,086)
Total property and equipment, net  $209,358   $20,302 
v3.24.4
Other Assets, Net (Tables)
6 Months Ended
Sep. 30, 2024
Other Assets, Net [Abstarct]  
Schedule of Other Assets, Net As of September 30, 2024 and March 31, 2024, other assets, net, consisted of the following:
   As of 
   September 30,   March 31, 
   2024   2024 
Deposits  $79,723   $103,517 
Prepayments   5,130,954    6,309,779 
    5,210,677    6,413,296 
Less: Allowance for expected credit losses   (762)   (990)
Other assets, net   5,209,915    6,412,306 
Less: Amounts classified as non-current assets   (2,837,456)   (3,959,651)
Amounts classified as current assets  $2,372,459   $2,452,655 
Schedule of Other Assets Movement of Allowance for Expected Credit Losses The movement of allowance for expected credit losses is as follow:
   As of 
   September 30,   March 31, 
   2024   2024 
Balance at beginning of the period/year  $990   $
-
 
(Reversal of) Provision for expected credit losses   (233)   990 
Exchange difference   5    
-
 
Balance at end of the period/year  $762   $990 
v3.24.4
Share Based Compensation Expenses (Tables)
6 Months Ended
Sep. 30, 2024
Share Based Compensation Expenses [Abstract]  
Schedule of Weighted Average Fair Value of Share Options Grant Date With the assistance of an independent third-party appraiser, the weighted average fair value of share options at grant date was estimated to be $3.36 per ordinary share, by using the Binomial Option Pricing Model with the following assumptions:
Expected dividend yield 
-
 
Expected volatility   122.25%
Risk-free interest rate (per annum)   3.18%
Time to maturity (in years)   4.61 
Schedule of Stock Option Activity A summary of option activity under the employee share option plan as of September 30, 2024 and changes during the period then ended is presented below.
  

Number of
Options

  

Weighted

Average

Exercise Price

 
Granted  $1,562,500   $        2 
Forfeiture   (156,250)   2 
Outstanding as of September 30, 2024  $1,406,250   $2 
Exercisable as of September 30, 2024   
-
    
-
 
v3.24.4
Income Taxes (Tables)
6 Months Ended
Sep. 30, 2024
Income Taxes [Abstract]  
Schedule of Current and Deferred Portions of the Income Tax Expenses The current and deferred portions of the income tax expenses included in the unaudited condensed consolidated statements of operations and comprehensive loss as determined in accordance with ASC 740 are as follows:
  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Current taxes  $483   $11,925   $
-
 
Deferred taxes   (5,721)   (271)   (171)
Income tax (benefit) expense  $(5,238)  $11,654   $(171)
Schedule of Reconciliation of the Difference Between the Expected Income Tax (Benefit) Expense A reconciliation of the difference between the expected income tax (benefit) expense computed at Hong Kong profits tax rate of 16.5% and the Group’s reported income tax benefits is shown in the following table:
  

For the Six Months Ended

September 30,

 
   2024   2023   2022 
Loss before income taxes  $(3,279,963)  $(740,006)  $(562,753)
Applicable income tax rate   16.5%   16.5%   16.5%
Income tax benefits at applicable income tax rate  $(541,194)  $(122,101)  $(92,854)
Non-deductible expenses (1)   443,861    59,816    40,008 
Income not subject to tax   (16)   (23)   (1)
Tax effect of two-tiered profits tax rates   (483)   (59,889)   26,424 
Under-provision in previous years   4,634    
-
    
-
 
Change in valuation allowance   87,960    133,851    26,252 
Income tax (benefit) expense  $(5,238)  $11,654   $(171)
(1)Non-deductible expenses for the six months ended September 30, 2024 and 2023 mainly represented expenses incurred by the Company and IWHL, while non-deductible expense for six months ended September 30, 2022 mainly represented expenses incurred by IWHL. Since the Company and IWHL are holding companies with no operations, these expenses were not allowed to be carried forward and set off profits in subsequent periods according to Hong Kong tax laws.
Schedule of Deferred Tax Assets and Liabilities Components of the Group’s deferred tax assets and liabilities are as follows:
   As of 
   September 30,   March 31, 
   2024   2024 
Deferred tax assets:          
Allowance for credit loss  $9,298   $1,265 
Net operating loss carry forwards   304,493    214,543 
Depreciation and amortization   
-
    1,395 
Less: valuation allowances   (304,493)   (214,543)
Total deferred tax assets   9,298    2,660 
           
Deferred tax liabilities:          
Depreciation and amortization   (868)   
-
 
Total deferred tax liabilities   (868)   
-
 
Deferred tax assets, net  $8,430   $2,660 

 

Schedule of Valuation Allowance Against Deferred Tax Assets Movement of the Group’s valuation allowance against deferred tax assets is as follows:
Balance at April 1, 2022  $73,777 
Increase recognized in the income statement   26,252 
Exchange difference   (174)
Balance at September 30, 2022  $99,855 
Balance at April 1, 2023  $52,750 
Increase recognized in the income statement   133,851 
Exchange difference   158 
Balance at September 30, 2023  $186,759 
Balance at April 1, 2024  $214,543 
Increase recognized in the income statement   87,960 
Exchange difference   1,990 
Balance at September 30, 2024  $304,493 
v3.24.4
Related Party Transaction and Balance (Tables)
6 Months Ended
Sep. 30, 2024
Related Party Transaction and Balance [Abstract]  
Schedule of Nature Relationships with Related Parties a. Nature of relationships with related parties
Name   Relationship with the Company
Chan Sze Ho   Director of the Company
Cheung Yuk Shan   Spouse of Shum Ngan, Sammy, the director of the Company
Fong Wai Lok, Raymond   Former director of the Company, resigned as a director and appointed as a consultant of the Company effective April 1, 2024
I Win Growth SPC — Fund 1 SP   Fund managed by IWAML
Lau Kam Yan, Karen   Controlling party of Courageous Wealth Limited, which is 64% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024, and the sole director of Oriental Moon Tree Limited
Lobster Financial Holdings Limited   10% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Oriental Moon Tree Limited   73% shareholder of the Company
Tse Tim   Spouse of Lau Kam Yan, Karen, the Controlling party of Courageous Wealth Limited, which is 64% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Wu Hin Lun   Controlling party of Capital Hero Global Limited, which is 14% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Zhu Jian Guo   Father of Zhu Yun, the controlling party of Lobster Financial Holdings Limited
Zhu Yun   Controlling party of Lobster Financial Holdings Limited as of September 30, 2024 and March 31, 2024 and spouse of former director Fong Wai Lok, Raymond

 

Schedule of Transactions with Related Parties b. Transactions with related parties
        

For the Six Months Ended

September 30

 
Name     Nature  2024   2023   2022 
Chan Sze Ho  (1)  Brokerage commission  $
-
   $26   $
-
 
Cheung Yuk Shan  (1)  Brokerage commission   
-
    96    144 
I Win Growth SPC – Fund 1 SP  (1)  Brokerage commission   
-
    
-
    9,095 
Lau Kam Yan, Karen  (1)  Brokerage commission   40    49    3,303 
Lobster Financial Holdings Limited  (1)  Brokerage commission   
-
    
-
    1,211 
Tse Tim  (1)  Brokerage commission   11,463    1,009    56,055 
Wu Hin Lun  (1)  Brokerage commission   419    
-
    296 
Zhu Yun  (1)  Brokerage commission   
-
    
-
    1,083 
Total        $11,922   $1,180   $71,187 
                      
Cheung Yuk Shan  (2)  Handling income on custodian service  $
-
   $2,056   $
-
 
Tse Tim  (3)  Handling income on dividend collection   
-
    1    
-
 
Total        $-   $2,057   $
-
 
                      
I Win Growth SPC – Fund 1 SP  (4)  Investment management fee income  $
-
   $
-
   $2,088 
                      
I Win Growth SPC – Fund 1 SP  (5)  Interest income and other  $
-
   $
-
   $3,603 
Lau Kam Yan, Karen  (5)  Interest income and other   
-
    
-
    1 
Lobster Financial Holdings Limited  (5)  Interest income and other   
-
    
-
    271 
Tse Tim  (5)  Interest income and other   2,019    1,054    1,830 
Wu Hin Lun  (5)  Interest income and other   
-
    17    9 
Zhu Yun  (5)  Interest income and other   
-
    
-
    28 
Total        $2,019   $1,071   $5,742 
(1)The amounts for the six months ended September 30, 2024, 2023 and 2022 represented fees and commissions from securities brokerage services based on a fixed rate for each transaction.
(2)The amounts for the six months ended September 30, 2023 represented handling income from custodian services rendered.
(3)The amounts for the six months ended September 30, 2023 represented handling income from dividend collection services rendered.
(4)The amounts for the six months ended September 30, 2022 represented income from investment management services rendered.
(5)The amounts for the six months ended September 30, 2024, 2023 and 2022 represented interests charged on overdue receivables from related parties arising from brokerage transactions.
Schedule of Balance with Related Parties c. Balance with related parties
         As of 
         September 30,   March 31, 
Name     Nature  2024   2024 
Tse Tim  (1)  Receivables from customers  $
-
   $3,740 
                 
Oriental Moon Tree Limited  (2)  Amounts due from related party  $3,923   $3,895 
                 
Chan Sze Ho  (3)  Payables to customers  $2,746   $
-
 
Cheung Yuk Shan  (3)  Payables to customers   65,180    63,845 
Fong Wai Lok, Raymond  (3)  Payables to customers   37    
-
 
Lau Kam Yan, Karen  (3)  Payables to customers   42,650    41,727 
Tse Tim  (3)  Payables to customers   527,804    390,382 
Wu Hin Lun  (3)  Payables to customers   1,035    57,748 
Zhu Jian Guo  (3)  Payables to customers   
-
    2,872 
Zhu Yun  (3)  Payables to customers   262    78,675 
Total        $639,714   $635,249 
(1)The balances as of March 31, 2024 represented amounts overdue on brokerage transactions which passed the settlement dates. The balances were fully settled subsequently.
(2)The balance as of September 30, 2024 and March 31, 2024 represented advance to shareholders for operational purpose, before allowance for expected credit losses. The balance was unsecured, non-interest bearing and repayable on demand. As of the date of these unaudited condensed consolidated financial statements, the balance was fully settled subsequently.
(3)The balances as of September 30, 2024 and March 31, 2024 represented cash deposits received from the related parties and payables arising from unsettled trades on trade-date basis.
v3.24.4
Regulatory Requirements (Tables)
6 Months Ended
Sep. 30, 2024
Regulatory Requirements [Abstract]  
Schedule of Capital Requirements Capital requirements as of September 30, 2024
   Minimum Regulatory Capital Requirements  

 

Capital Levels Maintained

  

 

 

Excess Net Capital

  

 

Percent of Requirement Maintained

 
I Win Securities Limited  $386,109   $1,193,207   $807,098    309%
I Win Asset Management Limited (1)   12,870    62,936    50,066    489%
Total  $398,979   $1,256,143   $857,164    315%
Capital requirements as of March 31, 2024
   Minimum Regulatory Capital Requirements  

 

Capital Levels Maintained

  

 

 

Excess Net Capital

  

 

Percent of Requirement Maintained

 
I Win Securities Limited  $383,345   $1,640,332   $1,256,987    428%
I Win Asset Management Limited (1)   12,778    72,452    59,674    567%
Total  $396,123   $1,712,784   $1,316,661    432%
(1)I Win Asset Management Limited is only required to file its regulatory returns in June and December of every year. The capital levels presented above as of September 30, 2024 and March 31, 2024, reflects the position as submitted in its regulatory return as of June 2024 and December 2023, respectively.
v3.24.4
Organization and Description of Business (Details)
1 Months Ended 6 Months Ended
Dec. 05, 2023
USD ($)
Dec. 04, 2023
$ / shares
shares
Nov. 30, 2023
$ / shares
shares
Apr. 03, 2023
Jun. 24, 2022
Dec. 31, 2023
$ / shares
shares
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2024
HKD ($)
Mar. 31, 2024
$ / shares
Dec. 01, 2023
$ / shares
Mar. 25, 2020
USD ($)
Mar. 25, 2020
HKD ($)
Nov. 10, 2016
USD ($)
Nov. 10, 2016
HKD ($)
Organization and Description of Business [Line Items]                            
Share capital value             $ 1       $ 100,000 $ 900,000 $ 2,400,000 $ 19,000,000
Ordinary shares, price per share (in Dollars per share) [1]             $ 0.0001   $ 0.0001          
Gross proceeds (in Dollars) | $ $ 11,500,000                          
Ownership interests percentage       100.00% 100.00%   100.00%              
I Win Holdings Limited [Member]                            
Organization and Description of Business [Line Items]                            
Share capital value             $ 2,000,000 $ 15,901,000            
Voting rights percentage       50.00% 50.00%                  
Lobster Financial Holdings Limited [Member]                            
Organization and Description of Business [Line Items]                            
Voting rights percentage             50.00% 50.00%            
Smark Holding Limited [Member]                            
Organization and Description of Business [Line Items]                            
Voting rights percentage             50.00% 50.00%            
China Union Financial Holding Limited [Member]                            
Organization and Description of Business [Line Items]                            
Share capital value | $             $ 1,000              
IPO [Member]                            
Organization and Description of Business [Line Items]                            
Ordinary shares (in Shares) | shares           2,500,000                
Ordinary shares, price per share (in Dollars per share)           $ 4                
Public offering, price per share (in Dollars per share)                   $ 4        
Over-Allotment Option [Member]                            
Organization and Description of Business [Line Items]                            
Ordinary shares (in Shares) | shares   375,000 375,000                      
Public offering, price per share (in Dollars per share)   $ 4 $ 4                      
Gross proceeds (in Dollars) | $ $ 11,500,000                          
[1] Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.
v3.24.4
Organization and Description of Business - Schedule of Consolidated Financial Statements (Details)
6 Months Ended
Sep. 30, 2024
17 Uno Limited (“17 Uno”) [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Date of Incorporation Aug. 17, 2022
Place of Incorporation British Virgin Islands
% of Ownership 100.00%
Principal Activities Investment holding
I Win Holdings Limited (“IWHL”) [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Date of Incorporation Mar. 25, 2020
Place of Incorporation Hong Kong
% of Ownership 100.00%
Principal Activities Investment holding
I Win Securities Limited (“IWSL”) [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Date of Incorporation Nov. 10, 2016
Place of Incorporation Hong Kong
% of Ownership 100.00%
Principal Activities Carrying out regulated activities including Type 1 activity “Dealing in Securities” under HKSFO
I Win Asset Management Limited (“IWAML”) [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Date of Incorporation Mar. 25, 2020
Place of Incorporation Hong Kong
% of Ownership 100.00%
Principal Activities Carrying out regulated activities including Type 4 activity “Advising on Securities” and Type 9 activity “Asset Management” under HKSFO
China Union Financial Holding Limited (“CUFH”) [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Date of Incorporation Jun. 17, 2016
Place of Incorporation British Virgin Islands
% of Ownership 100.00%
Principal Activities Investment holding
v3.24.4
Summary of Significant Accounting Policies (Details)
1 Months Ended 6 Months Ended
Dec. 31, 2023
Sep. 30, 2024
USD ($)
Sep. 30, 2024
HKD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Summary of Significant Accounting Policies [Line items]              
Allowance for expected credit losses   $ 55,554       $ 6,641
Percentage of prime lending rate   8.00% 8.00%        
Employees salary income rate   5.00% 5.00%        
Relevant income   $ 3,842 $ 30,000        
Costs incurred   17,171   $ 12,833 $ 16,721    
Share based compensation expenses   $ 835,967      
Tax benefit   50.00% 50.00%        
Specified quantitative threshold percentage 5.00%            
Percentage of income taxes paid 5.00%            
Receivables from customers [Member]              
Summary of Significant Accounting Policies [Line items]              
Allowance for expected credit losses   $ 55,554       $ 6,641  
v3.24.4
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)
Sep. 30, 2024
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) [Line Items]  
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] Shorter of lease term or 5 years
Computer equipment [Member]  
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) [Line Items]  
Useful live 3 years
Furniture and office equipment [Member]  
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) [Line Items]  
Useful live 5 years
v3.24.4
Summary of Significant Accounting Policies - Schedule of Disaggregated Information of Revenue (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Brokerage commissions related to      
Interest income and others $ 37,176 $ 25,212 $ 79,385
Revenue 704,339 750,626 1,180,102
Third parties [Member]      
Brokerage commissions related to      
Revenue 690,398 746,318 1,101,085
Related parties [Member]      
Brokerage commissions related to      
Brokerage commissions related 11,922 1,180 71,187
Revenue 13,941 4,308 79,017
Interest Income and Others [Member]      
Brokerage commissions related to      
Interest income and others 37,176 25,212 79,385
Interest Income and Others [Member] | Third parties [Member]      
Brokerage commissions related to      
Interest income and others 35,157 24,141 73,643
Interest Income and Others [Member] | Related parties [Member]      
Brokerage commissions related to      
Interest income and others 2,019 1,071 5,742
Revenue from Contracts with Customers Recognized at a Point in Time [Member]      
Brokerage commissions related to      
Due diligence service fees 39,698    
Introducing and referral income 329,534    
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Third parties [Member]      
Brokerage commissions related to      
Due diligence service fees 39,698    
Introducing and referral income 329,534    
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Related parties [Member]      
Brokerage commissions related to      
Due diligence service fees    
Introducing and referral income    
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Custodian Services [Member]      
Brokerage commissions related to      
Handling income 13,463 38,770 13,413
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Custodian Services [Member] | Third parties [Member]      
Brokerage commissions related to      
Handling income 13,463 36,714 13,413
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Custodian Services [Member] | Related parties [Member]      
Brokerage commissions related to      
Handling income 2,056
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Dividend Collection [Member]      
Brokerage commissions related to      
Handling income 31,017 6,803 4,710
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Dividend Collection [Member] | Third parties [Member]      
Brokerage commissions related to      
Handling income 31,017 6,802 4,710
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Dividend Collection [Member] | Related parties [Member]      
Brokerage commissions related to      
Handling income 1
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Equity Securities [Member]      
Brokerage commissions related to      
Underwriting and placement income 82,251 39,765 96,340
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Equity Securities [Member] | Third parties [Member]      
Brokerage commissions related to      
Underwriting and placement income 82,251 39,765 96,340
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Equity Securities [Member] | Related parties [Member]      
Brokerage commissions related to      
Underwriting and placement income
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Introducing and Referral Income [Member]      
Brokerage commissions related to      
Introducing and referral income   159,129 224,865
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Introducing and Referral Income [Member] | Third parties [Member]      
Brokerage commissions related to      
Introducing and referral income   159,129 224,865
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Introducing and Referral Income [Member] | Related parties [Member]      
Brokerage commissions related to      
Introducing and referral income  
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Bonds and Others [Member]      
Brokerage commissions related to      
Underwriting and placement income     318,317
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Bonds and Others [Member] | Third parties [Member]      
Brokerage commissions related to      
Underwriting and placement income     318,317
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Bonds and Others [Member] | Related parties [Member]      
Brokerage commissions related to      
Underwriting and placement income    
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Hong Kong [Member]      
Brokerage commissions related to      
Brokerage commissions related 130,591 155,881 84,425
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Hong Kong [Member] | Third parties [Member]      
Brokerage commissions related to      
Brokerage commissions related 128,581 155,579 73,673
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Hong Kong [Member] | Related parties [Member]      
Brokerage commissions related to      
Brokerage commissions related 2,010 302 10,752
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | United States [Member]      
Brokerage commissions related to      
Brokerage commissions related 32,783 3,508 307,915
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | United States [Member] | Third parties [Member]      
Brokerage commissions related to      
Brokerage commissions related 22,871 2,630 247,480
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | United States [Member] | Related parties [Member]      
Brokerage commissions related to      
Brokerage commissions related 9,912 878 60,435
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Other Exchanges [Member]      
Brokerage commissions related to      
Brokerage commissions related     29,986
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Other Exchanges [Member] | Third parties [Member]      
Brokerage commissions related to      
Brokerage commissions related     29,986
Revenue from Contracts with Customers Recognized at a Point in Time [Member] | Other Exchanges [Member] | Related parties [Member]      
Brokerage commissions related to      
Brokerage commissions related    
Revenue from Contracts with Customers Recognized Over Time [Member]      
Brokerage commissions related to      
Investment management fee income 7,826    
Revenue from Contracts with Customers Recognized Over Time [Member] | Third parties [Member]      
Brokerage commissions related to      
Investment management fee income 7,826    
Revenue from Contracts with Customers Recognized Over Time [Member] | Related parties [Member]      
Brokerage commissions related to      
Investment management fee income    
Revenue from Contracts with Customers Recognized Over Time [Member] | Advisory Fees [Member]      
Brokerage commissions related to      
Advisory fees   321,558  
Revenue from Contracts with Customers Recognized Over Time [Member] | Advisory Fees [Member] | Third parties [Member]      
Brokerage commissions related to      
Advisory fees   321,558  
Revenue from Contracts with Customers Recognized Over Time [Member] | Advisory Fees [Member] | Related parties [Member]      
Brokerage commissions related to      
Advisory fees    
Revenue from Contracts with Customers Recognized Over Time [Member] | Investment Management Fee Income [Member]      
Brokerage commissions related to      
Investment management fee income     20,746
Revenue from Contracts with Customers Recognized Over Time [Member] | Investment Management Fee Income [Member] | Third parties [Member]      
Brokerage commissions related to      
Investment management fee income     18,658
Revenue from Contracts with Customers Recognized Over Time [Member] | Investment Management Fee Income [Member] | Related parties [Member]      
Brokerage commissions related to      
Investment management fee income     $ 2,088
v3.24.4
Summary of Significant Accounting Policies - Schedule of Interest Income and Others (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Schedule of Interest Income and Others Recognized [Abstract]      
Interests on bank deposits $ 828 $ 135 $ 5
Interests on customers’ overdue 32,996 20,770 29,957
Government subsidies 47,660
Sundry income 3,352 4,307 1,763
Interest income and others $ 37,176 $ 25,212 $ 79,385
v3.24.4
Summary of Significant Accounting Policies - Schedule of Exchange Rates Used in Preparing Financial Statements (Details)
Sep. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Sep. 30, 2022
Schedule of Exchange Rates Used in Preparing Financial Statements [Abstract]        
Period-end spot rate 7.7698 7.8259    
Average rate 7.8089   7.8329 7.8472
v3.24.4
Significant Risks (Details)
6 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
Sep. 30, 2024
HKD ($)
Significant Risks [Line Items]      
Deposits cash $ 7,970,059 $ 8,938,202  
Intangible assets 64,352 63,891 $ 500,000
Allowance for expected credit losses 56,354 $ 7,668  
Cost of revenue $ 266,349    
Customer Concentration Risk [Member] | Three counterparties [Member] | Revenue Benchmark [Member]      
Significant Risks [Line Items]      
Percentage of customers accounted 38.00%    
Customer Concentration Risk [Member] | Three counterparties [Member] | Accounts Receivable [Member]      
Significant Risks [Line Items]      
Percentage of customers accounted   11.00%  
Customer Concentration Risk [Member] | One Counterpartie [Member] | Accounts Receivable [Member]      
Significant Risks [Line Items]      
Percentage of customers accounted 31.00% 39.00%  
Customer Concentration Risk [Member] | Two counterparties [Member] | Accounts Receivable [Member]      
Significant Risks [Line Items]      
Percentage of customers accounted 16.00% 30.00%  
Hong Kong [Member]      
Significant Risks [Line Items]      
Intangible assets $ 102,963   $ 800,000
v3.24.4
Significant Risks - Schedule of Company’s Revenues and their Respective Outstanding Balances (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Customer A [Member]      
Revenue, Major Customer [Line Items]      
Revenue $ 321,348    
Percentage of revenue 46.00%    
Receivables from customers, gross $ 75,423    
Percentage of receivables from customers, gross 4.00%    
Customer B [Member]      
Revenue, Major Customer [Line Items]      
Revenue   $ 296,823  
Percentage of revenue   40.00%  
Receivables from customers, gross   $ 49,482  
Percentage of receivables from customers, gross   8.00%  
Customer C [Member]      
Revenue, Major Customer [Line Items]      
Revenue   $ 148,412  
Percentage of revenue   20.00%  
Receivables from customers, gross    
Percentage of receivables from customers, gross    
Customer [Member]      
Revenue, Major Customer [Line Items]      
Revenue   $ 445,235 $ 428,535
Percentage of revenue   60.00% 36.00%
Receivables from customers, gross   $ 49,482
Percentage of receivables from customers, gross   8.00%
Customer D [Member]      
Revenue, Major Customer [Line Items]      
Revenue     $ 227,852
Percentage of revenue     19.00%
Receivables from customers, gross    
Percentage of receivables from customers, gross    
Customer E [Member]      
Revenue, Major Customer [Line Items]      
Revenue     $ 200,683
Percentage of revenue     17.00%
Receivables from customers, gross    
Percentage of receivables from customers, gross    
v3.24.4
Receivables from Customers, Net (Details) - USD ($)
6 Months Ended
Apr. 01, 2023
Sep. 30, 2024
Mar. 31, 2024
Receivables from Customers, Net [Line Items]      
Brokerage transactions percentage   8.00%  
Weighted average loan percentage   0.95% 0.23%
Receivables from customers amounted (in Dollars)   $ 971,356 $ 248,063
Equity amount (in Dollars)    
Related Party [Member]      
Receivables from Customers, Net [Line Items]      
Equity amount (in Dollars)    
Other Customer [Member]      
Receivables from Customers, Net [Line Items]      
Receivables from customers amounted (in Dollars)   $ 906,869  
v3.24.4
Receivables from Customers, Net - Schedule of Receivables from Customers (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Mar. 31, 2023
Schedule of Receivables from Customers [Line Items]      
Receivables related to securities brokerage services $ 941,028 $ 609,939  
Less: allowance for expected credit losses (38) (37)
Total receivables from customers, net 3,709  
Third parties [Member]      
Schedule of Receivables from Customers [Line Items]      
Unsettled trades on trade-date basis 234,156 26,603  
Overdue balances on settlement dates [1] 589,771 54,931  
Receivables related to advisory fees 99,745 99,031  
Receivables related to due diligence services 19,949  
Receivables related to introducing and referral services 75,423 30,790  
Receivables related to investment management services 7,866  
Receivables related to underwriting and placement services 43,318  
Receivables related to securities brokerage services 1,026,910 254,673  
Less: allowance for expected credit losses (55,554) (6,610)  
Total receivables from customers, net 971,356 248,063  
Related parties [Member]      
Schedule of Receivables from Customers [Line Items]      
Overdue balances on settlement dates [1] 3,740  
Less: allowance for expected credit losses $ (31)  
[1] According to the contracts entered into between the Group and its customers, the Group shall charge its customers on amounts due on brokerage transactions which are not yet duly settled on settlement dates, an interest at Hong Kong Prime Lending Rate plus 8% per annum. Further according to the terms set out in the contracts, the Group is entitled to liquidate the security positions it holds on behalf of the particular customers in order to recover the receivable balances in cases of default. As of September 30, 2024 and March 31, 2024, the Group maintained a weighted average Loan-To-Value ratio of 0.95% and 0.23% against these balances, respectively.
v3.24.4
Receivables from Customers, Net - Schedule of Movement of Allowance for Expected Credit Losses (Details) - USD ($)
6 Months Ended 12 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Schedule of Movement of Allowance for Expected Credit Losses [Abstract]    
Balance at beginning of the period/year $ 6,641
Provision for expected credit losses 48,620 6,641
Exchange difference 293
Balance at end of the period/year $ 55,554 $ 6,641
v3.24.4
Amounts Due from Related Party, Net (Details)
Apr. 01, 2023
USD ($)
Amounts Due from Related Party, Net [Abstract]  
Shareholders’ equity amount
v3.24.4
Amounts Due from Related Party, Net - Schedule of Amounts Due from Related Party (Details) - Related Party [Member] - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Amounts Due from Related Party [Line Items]    
Amounts due from related party $ 3,923 $ 3,895
Less: Allowance for expected credit losses (38) (37)
Total amounts from related party, net $ 3,885 $ 3,858
v3.24.4
Amounts Due from Related Party, Net - Schedule of Related Party of Allowance for Expected Credit Losses (Details) - USD ($)
6 Months Ended 12 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Schedule of Related Party of Allowance for Expected Credit Losses [Abstract]    
Balance at beginning of the period/year $ 37
Provision for expected credit losses 37
Exchange difference 1
Balance at end of the period/year $ 38 $ 37
v3.24.4
ROU Assets and Operating Lease Liabilities (Details)
Sep. 30, 2024
Mar. 31, 2024
ROU Assets and Operating Lease Liabilities [Abstract]    
Operating lease liabilities rate 4.10% 4.10%
v3.24.4
ROU Assets and Operating Lease Liabilities - Schedule of Operating Lease Liabilities (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Mar. 31, 2024
Schedule of Operating Lease Liabilities [Line Items]        
Right-of-use assets $ 234,426     $ 280,903
Operating lease liabilities        
Current 115,566     91,990
Non-current 140,981     197,932
Lease liabilities $ 256,547     $ 289,922
Weighted average remaining lease terms (in years) 2 years 5 months 1 day     2 years 11 months 1 day
Amortization of ROU assets $ 48,259 $ 34,366 $ 34,304  
Interest on operating lease liabilities 5,691 595 1,447  
Total operating lease expenses, included within Occupancy Costs $ 53,950 $ 34,961 $ 35,751  
Office at China Insurance Group Building, Hong Kong [Member]        
Schedule of Operating Lease Liabilities [Line Items]        
Office at China Insurance Group Building, Hong Kong 2 years from March 1, 2022 to February 29, 2024      
Office at China Insurance Group Building, Hong Kong One [Member]        
Schedule of Operating Lease Liabilities [Line Items]        
Office at China Insurance Group Building, Hong Kong 3 years from March 1, 2024 to February 28, 2027      
v3.24.4
ROU Assets and Operating Lease Liabilities - Schedule of Remaining Contractual Maturities (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Remaining Contractual Maturities [Abstract]    
2025 $ 123,555  
2026 123,555  
2027 20,592  
Total future lease payments 267,702  
Less: imputed interest (11,155)  
Present value of lease obligations $ 256,547 $ 289,922
v3.24.4
Property and Equipment, Net (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Mar. 31, 2024
Property and Equipment, Net [Abstract]        
Leasehold improvements $ 212,334     $ 33,800
Loss on disposal of property and equipment (15,291)  
Depreciation expenses $ 14,578 $ 4,776 $ 5,131  
v3.24.4
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Property and Equipment [Abstract]    
Computer equipment $ 19,238 $ 39,083
Furniture and office equipment 1,030 6,505
Leasehold improvements 212,334 33,800
Less: accumulated depreciation (23,244) (59,086)
Total property and equipment, net $ 209,358 $ 20,302
v3.24.4
Other Assets, Net (Details)
Apr. 01, 2023
USD ($)
Other Assets, Net [Abstarct]  
Shareholders’ equity amount
v3.24.4
Other Assets, Net - Schedule of Other Assets, Net (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Schedule of Other Assets, Net [Abstract]    
Deposits $ 79,723 $ 103,517
Prepayments 5,130,954 6,309,779
Total other assets 5,210,677 6,413,296
Less: Allowance for expected credit losses (762) (990)
Other assets, net 5,209,915 6,412,306
Less: Amounts classified as non-current assets (2,837,456) (3,959,651)
Amounts classified as current assets $ 2,372,459 $ 2,452,655
v3.24.4
Other Assets, Net - Schedule of Other Assets Movement of Allowance for Expected Credit Losses (Details) - USD ($)
6 Months Ended 12 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Schedule of Other Assets Movement of Allowance for Expected Credit Losses [Abstract]    
Balance at beginning of the period/year $ 990
(Reversal of) Provision for expected credit losses (233) 990
Exchange difference 5
Balance at end of the period/year $ 762 $ 990
v3.24.4
Shareholders' Equity (Details)
12 Months Ended
Dec. 05, 2023
USD ($)
Apr. 03, 2023
USD ($)
$ / shares
shares
Apr. 03, 2023
HKD ($)
Mar. 31, 2024
USD ($)
$ / shares
shares
Sep. 30, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
$ / shares
Dec. 04, 2023
$ / shares
shares
Dec. 01, 2023
$ / shares
shares
Nov. 30, 2023
$ / shares
Sep. 30, 2023
shares
Apr. 20, 2023
$ / shares
shares
Mar. 31, 2023
USD ($)
$ / shares
shares
Nov. 25, 2022
USD ($)
Nov. 25, 2022
HKD ($)
Nov. 21, 2022
USD ($)
$ / shares
shares
Sep. 30, 2022
shares
Mar. 31, 2022
shares
Shareholders’ Equity [Line Items]                                  
Common stock, shares authorized [1]       500,000,000 500,000,000                        
Ordinary shares outstanding [1]       15,625,000 15,625,000                        
Numbers of ordinary shares par value (in Dollars per share) | $ / shares [1]       $ 0.0001 $ 0.0001                        
Common stock, shares value (in Dollars) | $ [1]       $ 1,563 $ 1,563                        
Ordinary shares issued [1]       15,625,000 15,625,000                        
IPO Investors at the consideration   $ 794,903 $ 6,240,000                            
Net proceeds (in Dollars) | $ $ 10,133,680                                
Underwriting discounts and offering expenses (in Dollars) | $ 1,366,320                                
Gross proceeds (in Dollars) | $ 11,500,000                                
IPO costs capitalized (in Dollars) | $                       $ 442,762          
Deferred IPO cost charged to additional paid-in capital (in Dollars) | $       $ 2,156,587                          
Debt due from capital contributions                         $ (2,025,475) $ 15,900,000      
Existing Shareholder [Member]                                  
Shareholders’ Equity [Line Items]                                  
Numbers of ordinary shares par value (in Dollars per share) | $ / shares   $ 0.0001                              
Ordinary shares issued   80,000                 11,385,000            
Pre-IPO Investors [Member]                                  
Shareholders’ Equity [Line Items]                                  
Ordinary shares issued   10,000                 1,265,000            
Shareholders [Member]                                  
Shareholders’ Equity [Line Items]                                  
Numbers of ordinary shares par value (in Dollars per share) | $ / shares                     $ 0.0001            
Ordinary shares issued                     12,650,000            
Subdivide shares [Member]                                  
Shareholders’ Equity [Line Items]                                  
Common stock, shares authorized                             10,000    
Numbers of ordinary shares par value (in Dollars per share) | $ / shares                             $ 0.0001    
Ordinary shares issued   80,000                              
Subdivide shares [Member] | Existing Shareholder [Member]                                  
Shareholders’ Equity [Line Items]                                  
Ordinary shares issued                     11,385,000            
Share Capital [Member]                                  
Shareholders’ Equity [Line Items]                                  
Common stock, shares authorized         500,000,000                   500,000,000    
Ordinary shares outstanding         11,475,000                        
Numbers of ordinary shares par value (in Dollars per share) | $ / shares         $ 0.0001             $ 0.0001     $ 0.0001    
Ordinary shares issued         11,475,000                        
Ordinary Shares [Member]                                  
Shareholders’ Equity [Line Items]                                  
Ordinary shares outstanding [2]       15,625,000 15,625,000         12,750,000   11,475,000       11,475,000 11,475,000
Numbers of ordinary shares par value (in Dollars per share) | $ / shares         $ 0.0001                        
Ordinary shares issued         15,625,000                        
Ordinary Shares [Member] | Pre-IPO Investors [Member]                                  
Shareholders’ Equity [Line Items]                                  
Ordinary shares issued                       10,000          
Ordinary Shares [Member] | Investors [Member]                                  
Shareholders’ Equity [Line Items]                                  
Ordinary shares issued                       1,265,000          
Ordinary Shares [Member] | Cayman Islands [Member]                                  
Shareholders’ Equity [Line Items]                                  
Common stock, shares authorized         50,000                        
Ordinary shares outstanding         1                        
Numbers of ordinary shares par value (in Dollars per share) | $ / shares         $ 1                        
Ordinary Shares [Member] | Subdivide shares [Member]                                  
Shareholders’ Equity [Line Items]                                  
Numbers of ordinary shares par value (in Dollars per share) | $ / shares                             $ 1    
Ordinary Shares [Member] | Share Capital [Member]                                  
Shareholders’ Equity [Line Items]                                  
Ordinary shares outstanding                             10,000    
Numbers of ordinary shares par value (in Dollars per share) | $ / shares                             $ 0.0001    
Common stock, shares value (in Dollars) | $                       $ 50,000     $ 50,000    
Ordinary shares issued                             10,000    
IPO [Member]                                  
Shareholders’ Equity [Line Items]                                  
Numbers of ordinary shares par value (in Dollars per share) | $ / shares           $ 4                      
Ordinary shares issued               2,500,000                  
Price per share (in Dollars per share) | $ / shares               $ 4                  
IPO [Member] | Ordinary Shares [Member]                                  
Shareholders’ Equity [Line Items]                                  
Ordinary shares issued               375,000                  
Over-Allotment Option [Member]                                  
Shareholders’ Equity [Line Items]                                  
Ordinary shares issued             375,000                    
Price per share (in Dollars per share) | $ / shares             $ 4   $ 4                
Gross proceeds (in Dollars) | $ $ 11,500,000                                
[1] Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.
[2] Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.
v3.24.4
Share Based Compensation Expenses (Details) - USD ($)
6 Months Ended
Dec. 01, 2026
Dec. 01, 2025
Dec. 01, 2024
Apr. 24, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Share Based Compensation Expenses [Line Items]              
Exercise of options       1,562,500      
Exercise price (in Dollars per share)       $ 2      
Options vest over a period         3 years    
Ordinary shares non vested         1,406,250    
Weighted average fair value per share (in Dollars per share)         $ 3.36    
Share based compensation expenses (in Dollars)         $ 835,967
Directors [Member]              
Share Based Compensation Expenses [Line Items]              
Percentage of shares outstanding         9.00%    
Forecast [Member]              
Share Based Compensation Expenses [Line Items]              
Ordinary shares vested 468,750 468,750 468,750        
IPO [Member]              
Share Based Compensation Expenses [Line Items]              
Percentage of shares outstanding       10.00%      
v3.24.4
Share Based Compensation Expenses - Schedule of Weighted Average Fair Value of Share Options Grant Date (Details)
6 Months Ended
Sep. 30, 2024
Schedule of Weighted Average Fair Value of Share Options Grant Date [Abstract]  
Expected dividend yield
Expected volatility 122.25%
Risk-free interest rate (per annum) 3.18%
Time to maturity (in years) 4 years 7 months 9 days
v3.24.4
Share Based Compensation Expenses - Schedule of Stock Option Activity (Details)
6 Months Ended
Sep. 30, 2024
$ / shares
shares
Schedule of Stock Option Activity [Abstract]  
Number of Options, Granted | shares 1,562,500
Weighted Average Exercise Price, Granted | $ / shares $ 2
Number of Options, Forfeiture | shares (156,250)
Weighted Average Exercise Price, Forfeiture | $ / shares $ 2
Number of Options, Outstanding | shares 1,406,250
Weighted Average Exercise Price, Outstanding | $ / shares $ 2
Number of Options, Exercisable | shares
Weighted Average Exercise Price, Exercisable | $ / shares
v3.24.4
Income Taxes (Details)
$ in Millions
6 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2024
HKD ($)
Mar. 31, 2024
USD ($)
Income Taxes [Line Items]      
Applicable income tax rate $ 256,118 $ 2,000,000  
Income tax rate 16.50% 16.50%  
Tax rate 16.50% 16.50%  
Statutory tax rates 16.50% 16.50%  
Net operating loss carryforwards $ 1,845,410   $ 1,300,259
Investigation by tax authority 10 years 10 years  
Hong Kong [Member]      
Income Taxes [Line Items]      
Applicable income tax rate $ 256,118 $ 2,000,000  
Assessable profits rate 8.25% 8.25%  
Income tax expense (benefit) tax rate, percentage 16.50% 16.50%  
Net operating loss carryforwards $ 304,493   $ 214,543
Investigation by tax authority 6 years 6 years  
Deferred Tax Assets [Member]      
Income Taxes [Line Items]      
Statutory tax rates 100.00% 100.00%  
v3.24.4
Income Taxes - Schedule of Current and Deferred Portions of the Income Tax Expenses (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Schedule of Current and Deferred Portions of the Income Tax Expenses [Abstract]      
Current taxes $ 483 $ 11,925
Deferred taxes (5,721) (271) (171)
Income tax (benefit) expense $ (5,238) $ 11,654 $ (171)
v3.24.4
Income Taxes - Schedule of Reconciliation of the Difference Between the Expected Income Tax (Benefit) Expense (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Schedule of Reconciliation of the Difference Between the Expected Income Tax (Benefit) Expense [Abstract]      
Loss before income taxes $ (3,279,963) $ (740,006) $ (562,753)
Applicable income tax rate 16.50% 16.50% 16.50%
Income tax benefits at applicable income tax rate $ (541,194) $ (122,101) $ (92,854)
Non-deductible expenses [1] 443,861 59,816 40,008
Income not subject to tax (16) (23) (1)
Tax effect of two-tiered profits tax rates (483) (59,889) 26,424
Under-provision in previous years 4,634
Change in valuation allowance 87,960 133,851 26,252
Income tax (benefit) expense $ (5,238) $ 11,654 $ (171)
[1] Non-deductible expenses for the six months ended September 30, 2024 and 2023 mainly represented expenses incurred by the Company and IWHL, while non-deductible expense for six months ended September 30, 2022 mainly represented expenses incurred by IWHL. Since the Company and IWHL are holding companies with no operations, these expenses were not allowed to be carried forward and set off profits in subsequent periods according to Hong Kong tax laws.
v3.24.4
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Mar. 31, 2022
Schedule of Deferred Tax Assets and Liabilities [Abstract]            
Allowance for credit loss $ 9,298 $ 1,265        
Net operating loss carry forwards 304,493 214,543        
Depreciation and amortization 1,395        
Less: valuation allowances (304,493) (214,543) $ (186,759) $ (52,750) $ (99,855) $ (73,777)
Total deferred tax assets 9,298 2,660        
Depreciation and amortization (868)        
Total deferred tax liabilities (868)        
Deferred tax assets, net $ 8,430 $ 2,660        
v3.24.4
Income Taxes - Schedule of Valuation Allowance Against Deferred Tax Assets (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Schedule of Valuation Allowance Against Deferred Tax Assets [Abstract]      
Balance beginning $ 214,543 $ 52,750 $ 73,777
Increase recognized in the income statement 87,960 133,851 26,252
Exchange difference 1,990 158 (174)
Balance ending $ 304,493 $ 186,759 $ 99,855
v3.24.4
Related Party Transaction and Balance - Schedule of Nature Relationships with Related Parties (Details)
6 Months Ended
Sep. 30, 2024
Chan Sze Ho [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company Director of the Company
Cheung Yuk Shan [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company Spouse of Shum Ngan, Sammy, the director of the Company
Fong Wai Lok, Raymond [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company Former director of the Company, resigned as a director and appointed as a consultant of the Company effective April 1, 2024
I Win Growth SPC - Fund 1 SP [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company Fund managed by IWAML
Lau Kam Yan, Karen [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company Controlling party of Courageous Wealth Limited, which is 64% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024, and the sole director of Oriental Moon Tree Limited
Lobster Financial Holdings Limited [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company 10% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Oriental Moon Tree Limited [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company 73% shareholder of the Company
Tse Tim [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company Spouse of Lau Kam Yan, Karen, the Controlling party of Courageous Wealth Limited, which is 64% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Wu Hin Lun [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company Controlling party of Capital Hero Global Limited, which is 14% shareholder of Oriental Moon Tree Limited as of September 30, 2024 and March 31, 2024
Zhu Jian Guo [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company Father of Zhu Yun, the controlling party of Lobster Financial Holdings Limited
Zhu Yun [Member]  
Related Party Transaction [Line Items]  
Relationship with the Company Controlling party of Lobster Financial Holdings Limited as of September 30, 2024 and March 31, 2024 and spouse of former director Fong Wai Lok, Raymond
v3.24.4
Related Party Transaction and Balance - Schedule of Transactions with Related Parties (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2022
Chan Sze Ho [Member]      
Related Party Transaction [Line Items]      
Brokerage commission [1] $ 26
Cheung Yuk Shan [Member]      
Related Party Transaction [Line Items]      
Brokerage commission [1] 96 144
Handling income on custodian service [2] 2,056
I Win Growth SPC – Fund 1 SP [Member]      
Related Party Transaction [Line Items]      
Brokerage commission [1] 9,095
Investment management fee income [3] 2,088
Interest income and other [4] 3,603
Lau Kam Yan, Karen [Member]      
Related Party Transaction [Line Items]      
Brokerage commission [1] 40 49 3,303
Interest income and other [4] 1
Lobster Financial Holdings Limited [Member]      
Related Party Transaction [Line Items]      
Brokerage commission [1] 1,211
Interest income and other [4] 271
Tse Tim [Member]      
Related Party Transaction [Line Items]      
Brokerage commission [1] 11,463 1,009 56,055
Handling income on dividend collection [5] 1
Interest income and other [4] 2,019 1,054 1,830
Wu Hin Lun [Member]      
Related Party Transaction [Line Items]      
Brokerage commission [1] 419 296
Interest income and other [4] 17 9
Zhu Yun [Member]      
Related Party Transaction [Line Items]      
Brokerage commission [1] 1,083
Interest income and other [4] 28
Related Party [Member]      
Related Party Transaction [Line Items]      
Brokerage commission 11,922 1,180 71,187
Handling income on dividend collection   2,057
Interest income and other $ 2,019 $ 1,071 $ 5,742
[1] The amounts for the six months ended September 30, 2024, 2023 and 2022 represented fees and commissions from securities brokerage services based on a fixed rate for each transaction.
[2] The amounts for the six months ended September 30, 2023 represented handling income from custodian services rendered.
[3] The amounts for the six months ended September 30, 2022 represented income from investment management services rendered.
[4] The amounts for the six months ended September 30, 2024, 2023 and 2022 represented interests charged on overdue receivables from related parties arising from brokerage transactions.
[5] The amounts for the six months ended September 30, 2023 represented handling income from dividend collection services rendered.
v3.24.4
Related Party Transaction and Balance - Schedule of Balance with Related Parties (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Tse Tim [Member]    
Related Party Transaction [Line Items]    
Receivables from customers [1] $ 3,740
Payables to customers [2] 527,804 390,382
Oriental Moon Tree Limited [Member]    
Related Party Transaction [Line Items]    
Amounts due from related party [3] 3,923 3,895
Chan Sze Ho [Member]    
Related Party Transaction [Line Items]    
Payables to customers [2] 2,746
Cheung Yuk Shan [Member]    
Related Party Transaction [Line Items]    
Payables to customers [2] 65,180 63,845
Fong Wai Lok, Raymond [Member]    
Related Party Transaction [Line Items]    
Payables to customers [2] 37
Lau Kam Yan, Karen [Member]    
Related Party Transaction [Line Items]    
Payables to customers [2] 42,650 41,727
Wu Hin Lun [Member]    
Related Party Transaction [Line Items]    
Payables to customers [2] 1,035 57,748
Zhu Jian Guo [Member]    
Related Party Transaction [Line Items]    
Payables to customers [2] 2,872
Zhu Yun [Member]    
Related Party Transaction [Line Items]    
Payables to customers [2] 262 78,675
Related Party [Member]    
Related Party Transaction [Line Items]    
Receivables from customers [4] 3,740
Amounts due from related party 3,923 3,895
Payables to customers $ 639,714 $ 635,249
[1] The balances as of March 31, 2024 represented amounts overdue on brokerage transactions which passed the settlement dates. The balances were fully settled subsequently.
[2] The balances as of September 30, 2024 and March 31, 2024 represented cash deposits received from the related parties and payables arising from unsettled trades on trade-date basis.
[3] The balance as of September 30, 2024 and March 31, 2024 represented advance to shareholders for operational purpose, before allowance for expected credit losses. The balance was unsecured, non-interest bearing and repayable on demand. As of the date of these unaudited condensed consolidated financial statements, the balance was fully settled subsequently.
[4] According to the contracts entered into between the Group and its customers, the Group shall charge its customers on amounts due on brokerage transactions which are not yet duly settled on settlement dates, an interest at Hong Kong Prime Lending Rate plus 8% per annum. Further according to the terms set out in the contracts, the Group is entitled to liquidate the security positions it holds on behalf of the particular customers in order to recover the receivable balances in cases of default. As of September 30, 2024 and March 31, 2024, the Group maintained a weighted average Loan-To-Value ratio of 0.95% and 0.23% against these balances, respectively.
v3.24.4
Regulatory Requirements - Schedule of Capital Requirements (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Capital Requirements on Foreign Financial Institutions [Line Items]    
Minimum Regulatory Capital Requirements $ 398,979 $ 396,123
Capital Levels Maintained 1,256,143 1,712,784
Excess Net Capital $ 857,164 $ 1,316,661
Percent of Requirement Maintained 315.00% 432.00%
I Win Securities Limited [Member]    
Capital Requirements on Foreign Financial Institutions [Line Items]    
Minimum Regulatory Capital Requirements $ 386,109 $ 383,345
Capital Levels Maintained 1,193,207 1,640,332
Excess Net Capital $ 807,098 $ 1,256,987
Percent of Requirement Maintained 309.00% 428.00%
I Win Asset Management Limited [Member]    
Capital Requirements on Foreign Financial Institutions [Line Items]    
Minimum Regulatory Capital Requirements [1] $ 12,870 $ 12,778
Capital Levels Maintained [1] 62,936 72,452
Excess Net Capital [1] $ 50,066 $ 59,674
Percent of Requirement Maintained [1] 489.00% 567.00%
[1] I Win Asset Management Limited is only required to file its regulatory returns in June and December of every year. The capital levels presented above as of September 30, 2024 and March 31, 2024, reflects the position as submitted in its regulatory return as of June 2024 and December 2023, respectively.

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