Global Engine Group (GLE) revenue slides as interim net loss deepens
Global Engine Group Holding Limited reported unaudited results for the six months ended December 31, 2025 showing sharply lower revenue and a larger loss in a tough demand environment. Revenue fell to HKD7.0 million (US$0.9 million), down 63.4% from HKD19.1 million a year earlier, as both cloud services and telecom consultancy streams declined, particularly work from Malaysia and Hong Kong consultancy projects.
Despite the revenue drop, gross margin improved to 20.2% from 12.2% because lower-margin Malaysia business shrank more quickly than overall sales. General and administrative expenses rose to HKD7.6 million (US$1.0 million), driven by higher amortization of software, increased salaries and a sizeable HKD2.2 million (US$0.29 million) provision for expected credit losses.
Net loss widened to HKD5.4 million (US$0.70 million), compared with a loss of HKD1.2 million in the prior-year period. Cash declined to HKD18.0 million (US$2.31 million), but the company maintained positive working capital of HKD20.7 million (US$2.66 million). After period end, it issued 2.4 million Class A shares under its 2025 equity plan and signed a memorandum of understanding with Angkasa-X to add satellite-based connectivity to its ICT portfolio.
Positive
- None.
Negative
- Revenues for the six months ended December 31, 2025 dropped 63.4% to HKD7.0 million (US$0.9 million), with declines across both cloud services and telecommunication consultancy lines.
- Net loss widened more than fourfold to HKD5.4 million (US$0.70 million), driven by higher general and administrative expenses and a HKD2.2 million (US$0.29 million) expected credit loss provision.
Insights
Revenue contracted sharply while losses and credit risk costs increased.
Global Engine Group saw revenue drop from HKD19.1 million to HKD7.0 million for the six months ended December 31, 2025, mainly from weaker cloud and consultancy demand. The business still generated a higher gross margin of 20.2% as lower-margin Malaysia work declined.
Operating leverage moved against the company. General and administrative expenses doubled to HKD7.6 million, with higher software amortization, salaries and a large expected credit loss provision of HKD2.2 million. That pushed net loss to HKD5.4 million versus HKD1.2 million a year earlier.
Liquidity remains adequate, with cash of HKD18.0 million and working capital of HKD20.7 million at December 31, 2025, though cash declined from the prior balance. Subsequent share issuance under the 2025 Equity Incentive Plan adds modest dilution, and the Angkasa‑X memorandum of understanding signals a strategic push into satellite-based connectivity, with financial effects dependent on future execution.
Key Figures
Key Terms
expected credit losses financial
cloud services and data center managed services technical
telecommunication, consultancy and related services technical
dual-class share structure financial
memorandum of understanding financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June
Commission File Number
(Translation of registrant’s name into English)
Room C, 19/F, World Tech Centre,
95 How Ming Street, Kwun Tong, Kowloon, Hong Kong
(Address of principal executive offices)
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 ☐
Explanatory Note
Global Engine Group Holding Limited, a British Virgin Islands exempted company (the “Company”), is furnishing this Form 6-K to provide its unaudited interim condensed consolidated financial statements for the six months ended December 31, 2025.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 1, 2026 | Global Engine Group Holding Limited | |
| By: | /s/ Andrew, LEE Yat Lung | |
| Andrew, LEE Yat Lung | ||
| Chief Executive Officer | ||
2
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Unaudited Interim Condensed Consolidated Financial Statements as of December 31, 2025 and for the Six Months Ended December 31, 2025 and 2024 | |
| 99.2 | Chairman’s Statement and Operating and Financial Review and Prospects in Connection with the Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended December 31, 2025 and 2024 | |
| 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) |
3
Exhibit 99.1
GLOBAL ENGINE GROUP HOLDING LIMITED
TABLE OF CONTENTS
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Page | ||
| Interim Condensed Consolidated Balance Sheets – As of December 31, 2025 (Unaudited) and June 30, 2025 | F-2 | |
| Unaudited Interim Condensed Consolidated Statements of Operations – For the Six Months Ended December 31, 2025 and 2024 | F-3 | |
| Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity – For the Six Months Ended December 31, 2025 and 2024 | F-4 | |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows – For the Six Months Ended December 31, 2025 and 2024 | F-5 | |
| Notes to Unaudited Interim Condensed Consolidated Financial Statements | F-6 |
F-1
GLOBAL ENGINE GROUP HOLDING LIMITED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2025 | December 31, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Accounts receivable, net | ||||||||||||
| Prepayment, deposits and other receivables | ||||||||||||
| Prepaid tax | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| Long-term investments | ||||||||||||
| Deferred tax assets | ||||||||||||
| Intangible assets, net | ||||||||||||
| Goodwill | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | $ | $ | $ | |||||||||
| Liabilities and shareholders’ equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable – third parties | $ | $ | - | $ | - | |||||||
| Accounts payable – related party | - | - | ||||||||||
| Accrued expenses and other payables | ||||||||||||
| Amount due to a related party | ||||||||||||
| Amount due to a director | ||||||||||||
| Tax payable | ||||||||||||
| Contract liabilities | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Employee benefits | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Commitment and contingencies | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Class A Ordinary shares, US$ | ||||||||||||
| Class B Ordinary shares, US$ | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Retained earnings | ||||||||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | $ | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
GLOBAL ENGINE GROUP HOLDING LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the six months ended December 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HKD | HKD | US$ | ||||||||||
| Revenues | ||||||||||||
| Cloud services and data center managed services | ||||||||||||
| Third parties’ revenue | $ | $ | $ | |||||||||
| Related parties’ revenue | - | |||||||||||
| Telecommunication, consultancy and related services | ||||||||||||
| Third parties’ revenue | ||||||||||||
| Total revenues | ||||||||||||
| Cost of revenues | ||||||||||||
| Third parties’ cost of revenues | ||||||||||||
| Related parties’ cost of revenues | ||||||||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expenses) | ||||||||||||
| Interest expenses | ( | ) | - | - | ||||||||
| Other income | ||||||||||||
| Equity income of unconsolidated investees | - | |||||||||||
| Total other income (expenses), net | ||||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||
| Income tax credit | ||||||||||||
| Current | ||||||||||||
| Deferred | ( | ) | ( | ) | ( | ) | ||||||
| Total income tax credit | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Weighted average number of Ordinary Shares | ||||||||||||
| Basic and diluted | ||||||||||||
| Loss per share | ||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
GLOBAL ENGINE GROUP HOLDING LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY
For the six months ended December 31, 2024
| Class A | Class B | Shares | Additional | |||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Ordinary Shares | Ordinary Shares | subscription | paid-in | Retained | |||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Shares | Par Value | receivable | Capital | Earnings | Total | |||||||||||||||||||||||||||||||
| HKD | HKD | HKD | HKD | HKD | HKD | HKD | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | - | $ | - | - | $ | - | $ | ( | ) | $ | - | $ | $ | ||||||||||||||||||||||||||
| Issuance of Ordinary shares, net of offering expenses | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Re-designation of Ordinary shares into Class A and Class B Ordinary Shares | ( | ) | ( | ) | - | - | - | - | ||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | - | $ | - | $ | $ | $ | - | $ | $ | $ | ||||||||||||||||||||||||||||||
For the six months ended December 31, 2025
| Class A | Class B | Additional | ||||||||||||||||||||||||||
| Ordinary Shares | Ordinary Shares | paid-in | Retained | |||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Capital | Earnings | Total | ||||||||||||||||||||||
| HKD | HKD | HKD | HKD | HKD | ||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( |
) | ( |
) | |||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
GLOBAL ENGINE GROUP HOLDING LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months ended December 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HKD | HKD | US$ | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Provision for expected credit losses | ||||||||||||
| Deferred tax | ( | ) | ( | ) | ( | ) | ||||||
| Equity income of unconsolidated investees | - | ( | ) | ( | ) | |||||||
| Change in operation assets and liabilities | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||
| Prepaid tax | - | - | ||||||||||
| Prepayment, deposits and other receivables | ( | ) | ( | ) | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ( | ) | ||||||
| Income tax payable | ||||||||||||
| Accrued expenses and other payables | ( | ) | ( | ) | ||||||||
| Contract liabilities | ( | ) | ||||||||||
| Employee benefits | ( | ) | ( | ) | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flow from investing activities: | ||||||||||||
| Purchases of item of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Purchases of intangible assets | ( | ) | - | - | ||||||||
| Payments for acquisition of long-term investments | ( | ) | - | - | ||||||||
| Payments for acquisition of subsidiaries, net of cash acquired | ( | ) | - | - | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flow from financing activities: | ||||||||||||
| Payments of IPO costs | ( | ) | - | - | ||||||||
| Proceeds from initial public offering | - | - | ||||||||||
| Repayment of amount due to a director | ( | ) | - | - | ||||||||
| Proceeds of amount due from/to related parties | ( | ) | - | - | ||||||||
| Net cash provided by financing activities | - | - | ||||||||||
| Change in cash | ( | ) | ( | ) | ||||||||
| Cash, beginning of the period | ||||||||||||
| Cash, end of the period | $ | $ | $ | |||||||||
| Supplemental cash flow information | ||||||||||||
| Cash paid for interest expense | $ | $ | - | $ | - | |||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
F-5
GLOBAL ENGINE GROUP HOLDING LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Nature of business and organization
Global Engine Group Holding Limited (the “Company” or “GE Group”) is a holding company incorporated on September 7, 2021 under the British Virgin Islands (“BVI”) law. The Company has no substantial operations other than holding all of the outstanding share capital of Global Engine Holdings Limited (“BVI Sub”) which was incorporated under BVI law on March 5, 2021. BVI Sub is also a holding company holding of all the equity interest of Global Engine Limited (“GEL”), a Hong Kong Company incorporated on May 3, 2018. The Company, through GEL, is an integrated solutions provider that delivers actionable outcomes for organizations by using information communication technologies (“ICT”) solutions to drive business outcomes and innovation. The GE Group offers: (i) “ICT Solution Services” provides cloud platform deployment, IT system design and configuration services, maintenance services, data center colocation service and cloud service; (ii) “Technical Services” include the technical development, support, and outsourcing services for data center and cloud computing infrastructure, mobility and fixed network communications, as well as Internet-of-things projects; and (iii) “Project Management Services” enhances productivity and collaboration management and enables successful implementations and adoption of solutions for customers. The Company’s headquarters is located in Hong Kong, China.
On March 30, 2021, GEL’s initial shareholder, Andrew Lee sold his equity interest in GEL to BVI Sub for nominal cash consideration resulting in BVI Sub being the sole shareholder of GEL. On January 5, 2022, then-existing shareholders of BVI Sub transferred their equity interests in BVI Sub to GE Group, resulting in GE Group being the parent company of BVI Sub and the indirect parent company of GEL. GE Group, BVI Sub and GEL are under common control which results in the consolidation of BVI Sub and GEL at carrying value.
On December 2, 2024, BVI Sub
completed the acquisition of
The unaudited interim condensed consolidated financial statements reflect the activities of the Company and each of the following entities:
| Name | Background | Ownership | Principal activities | |||
| Global Engine Holdings Limited (“BVI Sub”) | ● A BVI company ● Incorporated on March 5, 2021 | |||||
| Ace Vision Technology Investment Limited (“Ace Vision Investment”) | ● A BVI company ● Incorporated on May 3, 2022 ● Became a subsidiary of the Company on December 2, 2024 | |||||
| Global Engine Limited (“GEL”) | ● A Hong Kong company ● Incorporated on May 3, 2018 | |||||
| Ace Vision Technology Limited (“Ace Vision”) | ● A Hong Kong company ● Incorporated on October 30, 2017 ● Became a subsidiary of the Company on December 2, 2024 |
F-6
Note 2 — Summary of significant accounting policies
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission. The results of operations for the six months ended December 31, 2025 are not necessarily indicative of results to be expected for any other interim period or for the entire year. Accordingly, these statements should be read in conjunction with the Company’s audited financial statements and note thereto as of and for the years ended June 30, 2025, 2024 and 2023.
Principles of consolidation
The unaudited interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances are eliminated upon consolidation.
Use of estimates and assumptions
The preparation of unaudited interim 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 including provision for doubtful accounts, and disclosures of contingent assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Significant accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include determinations of the useful lives of property and equipment and estimates of provision for credit losses.
Earnings per share
The Company computes earnings per Class A and Class B ordinary shares in accordance with ASC Topic 260, Earnings Per Share (“ASC 260”), using the two-class method. Basic earnings per share is computed by dividing net income attributable to the holders of ordinary shares by the weighted average number of ordinary shares outstanding during period presented. Diluted income per share is calculated by dividing net income attributable to the holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. However, ordinary share equivalents are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.
Foreign currency translation and transaction
The Company uses Hong Kong Dollar (“HKD”) as its reporting currency. The functional currency of the Company and its subsidiaries in British Virgin Islands is United States Dollar (“US$”) and its subsidiaries which is incorporated in Hong Kong is HKD, which is its respective local currency based on the criteria of ASC 830, “Foreign Currency Matters”.
In the unaudited interim condensed consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the income statements during the year in which they occur.
Convenience translation
Translations of balances in
the unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of operations, unaudited
interim condensed consolidated statements of changes in shareholders’ equity and unaudited interim condensed consolidated statements
of cash flows from HKD into US$ as of December 31, 2025 are solely for the convenience of the readers and are calculated at the rate of
US$
F-7
Fair value measurement
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 inputs to the valuation methodology are unobserved and significant to the fair value. |
Financial instruments included in current assets and current liabilities are reported in the balance sheets at face value or cost because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.
Related Parties
The Company accounts for related party transactions in accordance with FASB Accounting Standards Codification (ASC) Topic 850 (Related Party Disclosures). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
Revenue recognition
The Company adopted ASC Topic 606, Revenue from Contracts with Customers, for all periods presented. The five-step model defined by ASC Topic 606 requires the Company to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied.
Revenues are recognized when control of the promised services and deliverables are transferred to the Company’s clients in an amount that reflects the consideration the Company expects to be entitled to and receive in exchange for services and deliverables rendered.
The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.
As a practical expedient, the Company elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.
The Company generates revenues from fees charged for the professional services, including cloud services and data center managed services, and telecommunication, consultancy and related services provided to its clients.
Principal and Agent Considerations
The Company utilizes consultants or subcontractors in the performances of services as and when needed. GAAP requires us to evaluate, using a control model, whether the Company itself promises to provide services to the customers (as a principal) or to arrange for services to be provided by another party (as an agent). Based on the Company’s evaluation using a control model, the Company determined that in all of its major business activities, it serves as a principal rather than an agent within their revenue arrangements. Revenue and the associated costs are both reported on a gross basis within the unaudited interim condensed consolidated statements of operations.
F-8
Cloud services and data center managed services
Cloud services and data center managed services include offering system and software development, business planning, development, technical and operations consulting programs structured to target the cloud and data center providers in the region.
The revenues generated from cloud services and data center managed services are generally based on the fixed fee billing arrangements that require the clients to pay a pre-established fee in exchange for a predetermined set of services.
For the project development services, the Company designs systems based on clients’ specific needs which require the Company to perform services including design, development, and integration. The contract is typically fixed priced and does not provide any post contract client support or upgrades. The Company concludes there is only one performance obligation as a series of tasks within the contract are interrelated and are not separable or distinct, and the client cannot benefit from any standalone task. The Company recognizes revenue for this type of services over time by applying the input method. The input method is considered a reliable measure of progress because there is a direct relationship between the Company’s inputs (i.e., labor hours and costs incurred) and the transfer of the services to the customer.
The Company regularly reviews and updates its estimates of total contract costs and adjusts revenue recognition accordingly. Any changes in estimates are accounted for prospectively.
For the recurring services, the Company delivers cloud services and data center managed services, and related maintenance service on a monthly basis throughout the contract terms. The Company concludes that each monthly service (1) is distinct, (2) meets the criteria for recognizing revenue over time, and (3) has the same method for measuring progress. In addition, the Company concludes that the services provided each month are substantially the same and result in the transfer of substantially the same service to the customers each month. That is, the benefit consumed by the customers is substantially the same for each monthly transaction, even though the exact volume of services may vary each month. Therefore, the Company concludes that the monthly cloud services and data center managed services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The entire transaction prices are allocated to the single performance obligation. The Company recognizes revenue on a straight-line basis since the customer receives value as the services are rendered continuously during the term of the contract.
There is no variable consideration, significant financing components or noncash consideration in the contracts.
Telecommunication, consultancy and related services
The Company provides consultancy services to telecom operators, including one-stop telecom license application services adapted to each client’s specific needs. In these arrangements, the fees are based on the attainment of contractually defined objectives with the customers, such as completing a business transaction or assisting the client in obtaining a telecom license. There is only one performance obligation of the services as a series of tasks of this revenue stream are interrelated and are not separable or distinct as the Company’s clients cannot benefit from the standalone task. The Company recognizes revenues over time by applying the input method. The input method is considered a reliable measure of progress because there is a direct relationship between the Company’s inputs (i.e., labor hours and costs incurred) and the transfer of the services to the customer.
The Company regularly reviews and updates its estimates of total contract costs and adjusts revenue recognition accordingly. Any changes in estimates are accounted for prospectively.
The Company also provides maintenance services to telecom operators to assist them to fulfil the statutory requirements. The revenues generated from these services tendered on an annual basis and other agreed-upon services on non-recurring basis.
Regarding the Company’s services tendered on an annual basis, the Company concludes that the services provided each month during the annual service term (1) are distinct, (2) meet the criteria for recognizing revenue over time, and (3) have the same method for measuring progress. In addition, the Company concludes that the services provided each month are substantially the same and result in the transfer of substantially the same services to the customers each month. That is, the benefits consumed by the customers are substantially the same for each monthly transaction, even though the exact volume of services may vary each month. Therefore, the Company concludes that the monthly telecommunication maintenance services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The Company recognizes revenue on a straight-line basis since the customer receives value as the services are rendered continuously during the term of the contract.
There is no variable consideration, significant financing components or noncash consideration in the contracts.
F-9
Cost of Revenues
Cost of revenues consists of cost of consultants or subcontractors assigned to revenue-generating activities, employee compensation and other third-party costs directly attributable to the Company’s revenue-generating activities.
Cash
Cash primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains its bank accounts in Hong Kong.
Deposit accounts denominated
in Hong Kong Dollars, or any other currencies at the banks and financial institutions who are the members of Deposit Protection Scheme
will be covered up to a limit of HKD
Accounts receivable, net
The Company carries accounts receivable at the face amounts less a reserve for estimated credit losses. The Company maintains a reserve for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the reserve for credit losses as an offset to accounts receivables, and the estimated credit losses charged to the allowance is classified as general and administrative expenses in the interim condensed consolidated statements of operations. The Company estimated its reserve for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forward-looking information.
As of December 31, 2025 and
June 30, 2025, the Company recognized provision for credit losses of HKD
Prepayment, deposits and other receivables
Prepayments are cash deposited or advanced to suppliers or vendors for the purchase of goods or services and for the legal and professional services in relation to the potential follow on offering and equity incentive plan. This amount is refundable and bears no interest. Deposits consist of (i) security payments made to utilities companies and are refundable upon termination of services; (ii) security payments made to a lessor for the Company’s office lease agreement. The security deposit will be refunded to the Company upon the termination or expiration of the lease agreement as well as the delivery of the vacant leased properties to the lessor by the Company; and (iii) deposit to suppliers for providing the services, which are refundable. Other receivables included bank interest income that are to be collected from the banks.
F-10
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method after consideration of the estimated useful lives. The estimated useful lives are as follows:
| Estimated Useful Life | ||
| Leasehold improvements | Shorter of | |
| Computer equipment | ||
| Furniture and fixtures | ||
| Motor Vehicles |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the interim condensed consolidated statements of operations. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterment, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Long-term Investments
The Company applies the equity method to account for equity investments in common stock or in-substance common stock, according to ASC 323 “Investments — Equity Method and Joint Ventures”, over which it has significant influence but does not own a controlling financial interest, unless the fair value option is elected for an investment.
An investment in in-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. The Company considers subordination, risks and rewards of ownership and obligation to transfer value when determining whether an investment in an entity is substantially similar to an investment in that entity’s common stock.
Under the equity method, the Company’s share of the post-acquisition profits or losses of the equity method investee is recognized in the unaudited interim condensed consolidated statements of operations. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity method investee generally represents goodwill and intangible assets acquired. When the Company’s share of losses of the equity method investee equals or exceeds its interest in the equity method investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity method investee.
The Company continually reviews its investments in equity method investees to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors the Company considers in its determination include the severity and the length of time that the fair value of the investment is below its carrying value; the financial condition, the operating performance and the prospects of the equity method investee; the geographic region, market and industry in which the equity method investee operates; and other company specific information such as recent financing rounds completed by the equity method investee. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the investment in the equity method investee is written down to its fair value.
Business combination
The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of income. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.
Goodwill
Goodwill represents the excess of the purchase consideration over the acquisition date amounts of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. In accordance with ASC 350, the Company may first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations, business plans and strategies of the reporting unit. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. The Company may also bypass the qualitative assessment and proceed directly to perform the quantitative impairment test.
F-11
The Company performs the quantitative impairment test by comparing the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as impairment. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit
Intangible Assets, net
Intangible assets that are
acquired are stated at cost less accumulated amortization (where the estimated useful life is finite) and accumulated impairment losses.
Amortization is calculated by writing off the cost of intangible assets with finite useful lives using straight-line method over their
estimated useful lives and is generally recognized in statements of income. Amortization methods and useful lives are reviewed at each
reporting date and adjusted if appropriate.
| Estimated Useful Life | ||
| Software |
Impairment for long-lived assets
Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the non-discounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated discounted future cash flows expected to result from the use of the assets plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2025 and June 30, 2025, no impairment of long-lived assets was recognized.
Contract assets and contract liabilities
Billing practices for the Company’s contracts are governed by the contract terms of each project and are typically based on (i) progress toward completion approved by customers, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method (formerly known as the percentage-of-completion method). The Company records contract assets and contract liabilities to account for these differences in timing.
The contract asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” arises when the Company recognizes revenues for services performed, but the Company is not yet entitled to bill the customer under the terms of the contract.
The contract liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents the Company’s obligation to transfer to a customer goods or services for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract.
Employee benefits
Under Hong Kong Mandatory
Provident Fund Schemes Ordinance, an employer shall enroll their regular employees in Mandatory Provident Fund Schemes. Regular employees
are those who are at between 18 and 65 years of age and have been employed for consecutive 60 days or more. An employer is required to
make regular mandatory contributions at least
F-12
Segment reporting
The Company adopted ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). ASC 280 defines that an operating segment is a component of a public entity with a discrete financial information and operating results available for regular review by the entity’s Chief Operating Decision Maker (“CODM”). The Company’s CODM is the Chief Executive Officer and Chief Financial Officer who review financial information presented on a consolidated basis, using single measure of operating profit and a total of expense amount. No disaggregated expense categories are regularly reviewed by the CODM. As such, the Company has not identified any segment expense categories that meet the criteria for disclosure under ASC280, as amended by ASU 2023-07. All of the Company’s long-lived assets are located in Hong Kong. As such, one reportable geographic segment is being presented.
Leases
The Company determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate based on the information available at the lease commencement date. The Company generally uses the base, non-cancellable lease term in calculating the right-of-use assets and lease liabilities.
The Company may recognize the lease payments in the interim condensed consolidated statements of operations on a straight-line basis over the lease terms and variable lease payments in the periods in which the obligations for those payments are incurred, if any. The lease payments under the lease arrangements are fixed.
The Company elected the practical expedients for an entity ongoing accounting and applied the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement. Lease terms used to compute the present value of lease payments do not include any option to extend, renew or terminate the lease that the Company is not able to reasonably certain to exercise upon the lease inception. Accordingly, operating lease right-of-use assets and liabilities do not include leases with a lease term of 12 months or less.
The Company did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate.
Operating lease expense is
recognized on a straight-line basis over the lease term. For the six months ended December 31, 2025 and 2024, the Company’s operating
lease expense was HKD
The Company evaluates the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of finance and operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows.
Income taxes
Global Engine Group Holding Limited, Global Engine Holdings Limited and Ace Vision Technology Investment Limited are not subject to tax on income or capital gains under the current laws of the British Virgin Islands. In addition, upon payments of dividends by the Global Engine Holdings Limited and the Company’s subsidiaries in Hong Kong, Global Engine Limited and Ace Vision Technology Limited, to the Company’s shareholders, no British Virgin Islands withholding tax will be imposed.
Global Engine Limited and
Ace Vision Technology Limited are incorporated in and carries trade and business in Hong Kong Special Administrative Region and is subject
to Hong Kong profits tax under Inland Revenue Department Ordinance. Under relevant Hong Kong tax laws, tax case is normally subject to
investigation by the tax authority for up to
F-13
No taxable income was generated outside Hong Kong for the six months ended December 31, 2025 and 2024. The Company accounts for income tax in accordance with U.S. GAAP. Provision for income taxes consists of taxes currently due plus deferred tax.
The charge for taxation is based on the results for the fiscal 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 accounted for using the asset and liability method with respect to temporary differences arising from between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. Deferred tax liabilities are recognized for all future taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilized. 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 statement of operations, 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. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
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
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Concentration of Risks
Concentration of credit risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and account receivable. The Company places its cash with financial institutions with high-credit ratings and quality. The Company’s credit risk with respect to cash is discussed under “Cash” in this section.
Accounts receivable primarily comprise of amounts receivable from the clients serviced. To reduce credit risk, the Company performs on-going credit evaluations of the financial condition of these service clients. The Company establishes a provision for credit losses based upon estimates, factors surrounding the credit risk of specific service clients and other information.
F-14
Concentration of customers
As of December 31, 2025, two
customers accounted for
For the six months ended December
31, 2025, four major customers accounted for
Concentration of vendors
As of December 31, 2025, the
Company’s accounts payable balance was nil. As of June 30, 2025, two vendors accounted for
For the six months ended December
31, 2025, a vendor accounted for
Recent accounting pronouncements
In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The amendments provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The new guidance is required to be applied prospectively. This guidance is effective for the Company for the year ending June 30, 2027. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.
In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”, which removes all references to prescriptive and sequential software development stages (“project stages”) throughout Subtopic 350-40. The amendments provide guidance on determining whether there is significant development uncertainty in evaluating the probable-to-complete recognition threshold. The amendments also supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs. This guidance also specifies the disclosures requirements for capitalized internal-use software costs. The new guidance is required to be applied using either the prospective transition approach, the modified transition approach or the retrospective transition approach. This guidance is effective for the Company for the year ending June 30, 2029. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.
In November 2025, the FASB issued ASU 2025-08, “Financial Instruments—Credit Losses (Topic 326): Purchased Loans”, which defines purchased seasoned loans and expands the use of the gross-up approach in ASC 326 to the purchased seasoned loans. The new guidance is required to be applied prospectively to loans that are acquired on or after the initial application date. This guidance is effective for the Company for the year ending June 30, 2028. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.
F-15
Note 3 — Revenues
Revenues are recognized when control of the promised services and deliverables are transferred to the Company’s clients in an amount that reflects the considerations the Company expects to be entitled to and receive in exchange for services and deliverables rendered.
The following table presents the Company’s revenues disaggregated by service lines for the six months ended December 31, 2025 and 2024:
| For the six months ended December 31, | ||||||||||||
| 2024 | 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Cloud services and data center managed services | $ | $ | $ | |||||||||
| Telecommunication, consultancy and related services | ||||||||||||
| Total revenues | $ | $ | $ | |||||||||
The following table presents the Company’s revenues disaggregated by the timing of revenue recognition for the six months ended December 31, 2025 and 2024:
| For the six months ended December 31, | ||||||||||||
| 2024 | 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Services and deliverables transferred over time | $ | $ | $ | |||||||||
The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as of December 31 are as follows:
| As of December 31, | ||||||||||||
| 2024 | 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Amounts expected to be recognized as revenue: | ||||||||||||
| Within one year | $ | $ | $ | |||||||||
| After one year | ||||||||||||
| $ | $ | $ | ||||||||||
The Company expects to recognize majority of the related revenue as it provides services to its clients, which is expected to occur within two years for a long-term telecommunication maintenance service. The Company elected to utilize the optional exemption to exclude from this disclosure the remaining performance obligations that have original expected duration of one year or less.
F-16
The following table shows the amounts of revenue recognized in the current reporting period that was included in contract liabilities at the beginning of the reporting period:
| For the six months ended December 31, | ||||||||||||
| 2024 | 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Revenue recognized that was included in contract liabilities at the beginning of the reporting period: | ||||||||||||
| Telecommunication, consultancy and related services | $ | $ | $ | |||||||||
| $ | $ | $ | ||||||||||
Note 4 — Accounts receivable, net
Accounts receivable, net consisted of the following:
| June 30, 2025 | December 31, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Accounts receivable | $ | $ | $ | |||||||||
| Less: provision for credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Accounts receivable, net | $ | $ | $ | |||||||||
Provision for credit losses
provided for the six months ended December 31, 2025 and 2024 amounted to HKD
Note 5 — Prepayment, deposits and other receivables
Prepayment, deposits and other receivables included the following:
| June 30, 2025 | December 31, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Prepayment | $ | $ | $ | |||||||||
| Deposits | ||||||||||||
| Other receivables | ||||||||||||
| Total prepayment, deposits and other receivables | $ | $ | $ | |||||||||
Prepayment represented the advance payment to suppliers and vendors and for the legal and professional services in relation to the potential follow on offering and equity incentive plan. Deposits included deposits to utilities companies such as telecommunication and electricity companies and to landlord for the office. Other receivables represented the receivable of bank interest income.
F-17
Note 6 — Property and equipment, net
Property and equipment consisted of the following:
| June 30, 2025 | December 31, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Leasehold improvements | $ | $ | $ | |||||||||
| Computer equipment | ||||||||||||
| Furniture and fixtures | ||||||||||||
| Motor Vehicles | ||||||||||||
| Subtotal | ||||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Total | $ | $ | $ | |||||||||
Depreciation expense for property
and equipment for the six months ended December 31, 2025 and 2024 amounted to HKD
Note 7 — Intangible assets, net
Intangible assets consisted of the following:
| June 30, 2025 | December 31, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Software | $ | $ | $ | |||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| Total | $ | $ | $ | |||||||||
Amortization expense for the
six months ended December 31, 2025 and 2024 amounted to HKD
The table below presents the estimated future amortization expense of intangible assets as of December 31, 2025:
| For the year ending December 31, | Amount (HKD) | Amount (US$) | ||||||
| 2026 | $ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030+ | ||||||||
| Total | $ | $ | ||||||
F-18
Note 8 — Business combination and Goodwill
On December 2, 2024, the Company through the wholly-owned subsidiary,
BVI Sub, obtained control of Ace Vision Group by acquiring a
The fair values of the identifiable assets and liabilities of Ace Vision Group as at the date of acquisition were as follows:
| Fair value recognized on acquisition | ||||||||
| HKD | US$ | |||||||
| Account Receivables | $ | $ | ||||||
| Cash | ||||||||
| Accounts payables | ( | ) | ( | ) | ||||
| Tax payable | ( | ) | ( | ) | ||||
| Other payables | ( | ) | ( | ) | ||||
| Foreign exchange difference | - | |||||||
| Total identifiable net assets at fair value | $ | $ | ||||||
| Goodwill | ||||||||
| Purchase consideration settled by cash | $ | $ | ||||||
Goodwill arising from the acquisition was attributable to the benefit of expected synergies and future market development as of the date of acquisition. There is no impairment of goodwill being recognized during the financial year. None of the goodwill recognized is expected to be deductible for income tax purposes.
Note 9 — Long-term investments
On December 30, 2024, the
Company completed the acquisition of
The carrying amount of the
Company’s equity investments in Corpotech Holdings Limited was HKD
The Company performs impairment assessment of its investments and there is no impairment being recognized during the period.
Note 10 — Accrued expenses and other payables
Accrued expenses and other payables consisted of the following:
| June 30, 2025 | December 31, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Professional fees | $ | $ | - | $ | - | |||||||
| Salaries and employee benefits | - | - | ||||||||||
| Other payables | ||||||||||||
| Total | $ | $ | $ | |||||||||
Other payables represented the collection of payment on behalf of a customer, which would be paid off to the customer in the near future.
F-19
Note 11 — Taxes
Under the two-tiered
profits tax rates regime in Hong Kong, the first HKD
The income tax credit consisted of the following components:
| For the six months ended December 31, | ||||||||||||
| 2024 | 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Current | $ | $ | $ | |||||||||
| Deferred | ( | ) | ( | ) | ( | ) | ||||||
| Total provision for income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
Deferred Tax Assets
The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of:
| June 30, 2025 | December 31, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Deferred Tax Assets | ||||||||||||
| Net operating loss carry forwards | $ | $ | $ | |||||||||
| Total deferred tax assets | $ | $ | $ | |||||||||
| Deferred Tax Liabilities | ||||||||||||
| Depreciation of property and equipment | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Amortization of intangible assets | ( | ) | ( | ) | ( | ) | ||||||
| Total deferred tax liabilities | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Deferred tax assets, net | $ | $ | $ | |||||||||
F-20
Note 12 — Related party transactions and balances
The following was a summary of related parties and their relationships with the Company:
| Name | Relationship | |
| Mr. Lee, Yat Lung Andrew (“Mr. Lee”) | ||
| Boxasone Limited (“BAO”) | ||
| China Information Technology Development Limited (“CITD”)* | ||
| Corpotech Limited (“Corpotech”) |
| * |
Related party transactions
The Company has commercial arrangements with related entities to provide or receive technical support and other services.
For the six months ended December 31, 2025, the revenue generated from DataCube Research Centre Limited, a subsidiary of CITD, amounted
to HKD
For the six months ended
December 31, 2025, the GE Group received services from Logic Network Limited, a subsidiary of CITD, and reflected in cost of revenue amounted
to HKD
For the six months ended
December 31, 2024, the GE Group received services from Logic Network Limited and reflected in cost of revenue amounted to HKD
Related party balances
As of June 30, 2025, the Company has accounts payable of HKD
Amount due to a related party
| Name of Related parties | Nature of transactions | June 30, 2025 | December 31, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||||
| BAO | $ | $ | $ | |||||||||||
Amount due to a director
| Name of Related parties | Nature of transactions | June 30, 2025 | December 31, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||||
| Mr. Lee | $ | $ | $ | |||||||||||
F-21
Note 13 — Lease
Non-cancellable Operating Lease
The Company entered into a
lease arrangement for its office facility in May 2022. Starting from June 4, 2025, the Company has the right to terminate the lease by
providing a one month written notice to the landlord. The Company applied the short-term lease exception for lease arrangements with a
lease term of
The component of lease expense was as follows:
| For the six months ended December 31, | ||||||||||||
| 2024 | 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Operating lease cost | $ | $ | $ | |||||||||
Non-cancellable Operating Lease
The Company’s commitment for minimum lease payment under its operating lease for its office facility as of December 31, 2025 was as follows:
| For the year ending December 31, | Amount (HKD) | Amount (US$) | ||||||
| 2026 | $ | $ | ||||||
Note 14 — Equity
Ordinary shares
On September 20, 2024, the
Company announced pricing of its initial public offering of
On October 18, 2024, the over-allotment
option was fully exercised and the Company issued additional
F-22
On March 27, 2025, the Company
held the extraordinary general meeting to approve: (a) the issued
Following the adoption of dual-class share structure, the Company is
authorized to issue a maximum of
Note 15 — Commitments and Contingencies
In the ordinary course of business, the Company may be subject to certain legal proceedings, claims, and disputes that arise from the business operations. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of December 31, 2025, the Company had no material outstanding lawsuits nor claims.
Note 16 — Subsequent events
The Company evaluated all events and transactions that occurred after December 31, 2025 up through the date the Company issued the unaudited interim condensed consolidated financial statements. Other than the events disclosed below, there was no other subsequent event occurred that would require recognition or disclosure in the Company’s unaudited interim condensed consolidated financial statements.
On March 27, 2026, the
Company issued
F-23
Exhibit 99.2
Chairman’s Statement
Dear Shareholders,
During the six months ended December 31, 2025, the Company has navigated a challenging operating environment marked by weaker market demand. In response, management implemented a more rigorous credit control strategy to strengthen financial discipline. While these measures enhanced risk management, it contributed to a slowdown in revenue overseas. As a result, the Company recorded a decline in revenues to HKD7.0 million.
We continue to invest in our people, technology, and solutions portfolio to ensure that the Company remains resilient and competitive. These strategic investments are laying a stronger foundation for long-term growth. While this has widened our net loss to HKD5.4 million, we regard these commitments as essential steps toward sustainable expansion and future value creation.
We remain confident in our strategy and committed to delivering value to our shareholders, customers, and employees. We are well-positioned to seize opportunities in the digital transformation era and to drive sustainable growth in the years ahead.
Subsequent to the six-month period ended December 31, 2025, in May 2026, the Company entered into a memorandum of understanding with Angkasa-X Holdings Corp. (“Angkasa-X”), an emerging independent satellite operator and space technology company headquartered in Malaysia. This strategic collaboration is designed to broaden the Company’s ICT service portfolio by introducing satellite-based connectivity solutions, enabling access to underserved markets across Southeast Asia, Africa, Latin America, South Asia, and the Middle East.
Looking ahead, we see strong momentum in the broader ICT and digital services industry, driven by rising demand for advanced connectivity solutions. Our cooperation with Angkasa-X represents a significant milestone in positioning the Company for long-term growth. This collaboration not only extends our geographic reach but also reinforces our commitment to bridging digital divides in high-growth regions.
Lee Yat Lung Andrew
Chairman
June 1, 2026
Forward-Looking Statements
This report contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These forward-looking statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other risk factors discussed in the reports of the Company filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this statement. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this Form 6-K and our Annual Report on Form 20-F for the year ended June 30, 2025 (the “Annual Report”). The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in “Cautionary Note Regarding Forward-Looking Statements” and under “Risk Factors” elsewhere in the Annual Report.
Overview
Global Engine Group Holding Limited (the “Company” or “GE Group”) is a holding company incorporated on September 7, 2021 under the BVI Business Companies Act (Law Revision 2020) (the “BVI Act”). The Company has no substantial operations other than holding all of the outstanding share capital of Global Engine Holdings Limited (“BVI Sub”), which was incorporated under the BVI Act on March 5, 2021. BVI Sub also has no substantive operations other than holding directly or indirectly of all the equity interest of Hong Kong’s subsidiaries, Global Engine Limited (“GEL”) and Ace Vision Technology Limited (“Ace Vision”). The Company, through GEL and Ace Vision (the “Hong Kong Operating Subsidiaries”), is an integrated solutions provider that delivers actionable outcomes for organizations by using information communication technologies (“ICT”) solutions to drive business outcomes and innovation. The GE Group offers: (i) “ICT Solution Services” which include the cloud platform deployment, IT system design and configuration services maintenance services, data center colocation service and cloud service; (ii) “Technical Services” which include the technical development, support, and outsourcing services for data center and cloud computing infrastructure, mobility and fixed network communications, as well as Internet-of-things projects; and (iii) “Project Management Services” which enhances productivity and collaboration management and enables successful implementations and adoption of solutions for customers. The Company’s headquarters is located in Hong Kong, China.
Key Factors that Affect Results of Operations
The Company believes the key factors affecting its financial condition and results of operations include the following:
| ● | We may fail to innovate or create new solutions which align with changing market and customer demand. |
| ● | Our business may face risks of clients’ default on payment. |
| ● | We may not manage our growth effectively, and our profitability may suffer. |
| ● | Our reputation and brand recognition is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations. |
| ● | Increases in labor costs in Hong Kong may adversely affect our business and results of operations. |
The above does not list all the material risk factors that may affect our financial condition and results of operations. The above-mentioned risks and others are discussed in more detail in the section titled “Risk Factors” elsewhere in the Annual Report.
Critical Accounting Estimates
We prepare our unaudited interim condensed consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates and assumptions on our own historical data and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates and assumptions on an ongoing basis.
Our expectations regarding the future are based on available information and assumptions that we believe to be reasonable and accurate, 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.
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Our critical accounting policies and practices include the following: (i) revenue recognition. See Note 2—Summary of Significant Accounting Policies to our unaudited interim condensed consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our consolidated financial statements.
Estimated provision for credit losses
We maintain a provision for credit losses related to accounts receivable using the expected credit loss model under ASC 326. Management reviews the adequacy of the provision for credit losses based upon the expected collectability of all accounts receivable, which takes into consideration of the number of days past due, collection history, individual account analysis, current market conditions, management’s reasonable and supportable forward-looking information. Account balances are written off against the provision after all means of collection have been exhausted and the likelihood of collection is remote. During the six months ended December 31, 2025 and 2024, we recorded adjustments for credit losses in the unaudited interim condensed consolidated financial statements related to accounts receivable of HKD2,222,650 (US$285,567) and HKD11,018, respectively. As of December 31, 2025 and June 30, 2025, the reserve for credit losses was HKD2,823,484 (US$362,762) and HKD600,834, respectively.
Impairment of goodwill
Goodwill is not amortized. We perform either a qualitative or quantitative assessment to review goodwill for impairment on an annual basis. This assessment is performed at the beginning of the fourth quarter, or when circumstances change, such as a significant adverse change in the business climate or the decision to sell a business, both of which would indicate that impairment may have occurred.
A qualitative assessment considers financial, industry, segment and macroeconomic factors, if the qualitative assessment indicates a potential for impairment, a quantitative assessment is performed to determine if impairment exists. The quantitative assessment begins with a comparison of the fair value of the reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss would be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. If the carrying value of goodwill exceeds its implied fair value, an impairment charge would be recorded in the unaudited interim condensed consolidated statements of operations.
Recent Accounting Pronouncements
See the discussion of the recent accounting pronouncements contained in Note 2 to the unaudited interim condensed consolidated financial statements, “Summary of Significant Accounting Policies”.
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Six months ended December 31, 2025 compared to six months ended December 31, 2024
Results of Operations
The following table sets forth a summary of the unaudited interim condensed consolidated results of operations of the Company for the periods indicated, both in absolute amount and as a percentage of its total revenues.
| For the six months ended December 31, | ||||||||||||||||||||
| 2024 | 2025 | |||||||||||||||||||
| HKD | % of Revenue | HKD | US$ | % of Revenue | ||||||||||||||||
| Revenues | ||||||||||||||||||||
| Cloud services and data center managed services | ||||||||||||||||||||
| Third parties’ revenue | $ | 13,233,426 | 69.2 | % | $ | 2,411,580 | $ | 309,840 | 34.4 | % | ||||||||||
| Related parties’ revenue | - | - | % | 2,040,000 | 262,100 | 29.1 | % | |||||||||||||
| Telecommunication, consultancy and related services | ||||||||||||||||||||
| Third parties’ revenue | 5,895,338 | 30.8 | % | 2,555,338 | 328,310 | 36.5 | % | |||||||||||||
| Total revenues | 19,128,764 | 100.0 | % | 7,006,918 | 900,250 | 100.0 | % | |||||||||||||
| Cost of revenues | ||||||||||||||||||||
| Third parties’ cost of revenues | 16,164,651 | 84.5 | % | 5,163,183 | 663,367 | 73.7 | % | |||||||||||||
| Related parties’ cost of revenues | 634,500 | 3.3 | % | 429,000 | 55,118 | 6.1 | % | |||||||||||||
| Total cost of revenue | 16,799,151 | 87.8 | % | 5,592,183 | 718,485 | 79.8 | % | |||||||||||||
| Gross profit | 2,329,613 | 12.2 | % | 1,414,735 | 181,765 | 20.2 | % | |||||||||||||
| Operating expenses | ||||||||||||||||||||
| General and administrative expenses | 3,791,866 | 19.8 | % | 7,605,980 | 977,218 | 108.5 | % | |||||||||||||
| Loss from operations | (1,462,253 | ) | (7.6 | )% | (6,191,245 | ) | (795,453 | ) | (88.3 | )% | ||||||||||
| Interest expenses | (617 | ) | 0.0 | % | - | - | - | % | ||||||||||||
| Other income | 147,286 | 0.7 | % | 327,425 | 42,068 | 4.7 | % | |||||||||||||
| Equity income of unconsolidated investees | - | - | 3,984 | 512 | 0.0 | % | ||||||||||||||
| Loss before income taxes | (1,315,584 | ) | (6.9 | )% | (5,859,836 | ) | (752,873 | ) | (83.6 | )% | ||||||||||
| Income tax credit | (70,189 | ) | 0.4 | % | (434,616 | ) | (55,840 | ) | 6.2 | % | ||||||||||
| Net loss | $ | (1,245,395 | ) | (6.5 | )% | $ | (5,425,220 | ) | (697,033 | ) | (77.4 | )% | ||||||||
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Revenues
For the six months ended December 31, 2025 and 2024, the Company generated its revenues through two revenue streams by Hong Kong Operating Subsidiaries: (i) cloud services and data center managed services; and (ii) telecommunication, consultancy and related services.
The following table presented Hong Kong Operating Subsidiaries’ revenues disaggregated by service lines for the six months ended December 31, 2025 and 2024:
| For the six months ended December 31, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | Change | Change | ||||||||||||||||
| Revenues | HKD | HKD | US$ | HKD | % | |||||||||||||||
| Cloud services and data center managed services | $ | 13,233,426 | $ | 4,451,580 | $ | 571,940 | $ | (8,781,846 | ) | (66.4 | )% | |||||||||
| Telecommunication, consultancy and related services | 5,895,338 | 2,555,338 | 328,310 | (3,340,000 | ) | (56.7 | )% | |||||||||||||
| Total revenues | $ | 19,128,764 | $ | 7,006,918 | $ | 900,250 | $ | (12,121,846 | ) | (63.4 | )% | |||||||||
The following table presented Hong Kong Operating Subsidiaries’ revenues disaggregated by the timing of revenue recognition for the six months ended December 31, 2025 and 2024:
| For the six months ended December 31, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | Change | Change | ||||||||||||||||
| HKD | HKD | US$ | HKD | % | ||||||||||||||||
| Services transferred over time | 19,128,764 | 7,006,918 | 900,250 | (12,121,846 | ) | (63.4 | )% | |||||||||||||
Revenue decreased by HKD12.1 million, or 63.4%, to HKD7.0 million (US$0.9 million) for the six months ended December 31, 2025 compared to HKD19.1 million for the same period in 2024. The decrease is due to the decrease in revenue form both revenue streams during the period.
Cloud services and data center services include offering business planning, development, technical and operations consulting programs structured to target the cloud and data center providers in the region. The Company also offers complementary offerings such as installations, warranty services and certain managed services including remote network services and data center monitoring to customers. The decrease in cloud services and data center managed services was mainly due to the decrease in revenue from customers in Malaysia.
The decrease in revenue from telecommunication, consultancy and related services was mainly due to the decrease in consultancy projects in Hong Kong in the current period.
Cost of revenues
Cost of revenues included cost of consultants or subcontractors assigned to revenue-generating activities, employee compensation and other third-party costs directly attributable to our revenue-generating activities. For the six months ended December 31, 2025, cost of revenues was HKD5,592,183 (US$718,485), decreased by HKD11,206,968 or 66.7% from HKD16,799,151 in the same period in 2024. The decrease was due to the decrease in subcontracting expenses as a result of the decrease in number of projects during the period.
Gross profit
As a result of the foregoing, gross profit for the six months ended December 31, 2025 was HKD1.4 million (US$181,765), a decrease of HKD0.9 million from HKD2.3 million for the same period in 2024. The gross profit margin increased from 12.2% for the six months ended December 31, 2024 to 20.2% for the six months ended December 31, 2025. The increase in gross profit margin is mainly due to the decrease in revenue from Malaysia, which had lower gross profit margin.
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General and administrative expenses
General and administrative expenses consisted primarily of motor car expenses, IT expenses, depreciation, amortization, legal and professional fees, accounting fee, directors’ fee, salaries and employee benefits, provision for expected credit losses and others.
The Company’s major general and administrative expenses were comprised of the following items during the periods indicated:
| For the six months ended December 31, | ||||||||||||||||
| 2024 | 2025 | 2025 | Change | |||||||||||||
| HKD | HKD | US$ | HKD | |||||||||||||
| Depreciation of property and equipment | $ | 209,856 | $ | 311,666 | $ | 40,043 | $ | 101,810 | ||||||||
| Amortization of intangible assets | 117,000 | 934,002 | 120,001 | 817,002 | ||||||||||||
| Operating lease cost | 210,000 | 210,000 | 26,981 | - | ||||||||||||
| Motor car expenses | 26,553 | 45,168 | 5,803 | 18,615 | ||||||||||||
| IT Expenses | 340,004 | 319,494 | 41,049 | (20,510 | ) | |||||||||||
| Accounting Fee | 25,000 | - | - | (25,000 | ) | |||||||||||
| Directors’ Fee | 189,868 | 260,400 | 33,456 | 70,532 | ||||||||||||
| Salaries and employee benefits | 1,229,803 | 2,051,600 | 263,590 | 821,797 | ||||||||||||
| Legal and professional fees | 1,104,186 | 903,794 | 116,120 | (200,392 | ) | |||||||||||
| Insurance | 27,635 | 38,506 | 4,947 | 10,871 | ||||||||||||
| Company secretarial expenses | 67,580 | 74,800 | 9,610 | 7,220 | ||||||||||||
| Travelling expenses | 79,330 | - | - | (79,330 | ) | |||||||||||
| Exchange loss, net | - | 146,241 | 18,789 | 146,241 | ||||||||||||
| Provision for expected credit losses | 11,018 | 2,222,650 | 285,567 | 2,211,632 | ||||||||||||
| Others | 154,033 | 87,659 | 11,262 | (66,374 | ) | |||||||||||
| Total | $ | 3,791,866 | $ | 7,605,980 | $ | 977,218 | $ | 3,814,114 | ||||||||
General and administrative expenses increased by HKD3.8 million from HKD3.8 million for the six months ended December 31, 2024 to HKD7.6 million (US$977,218) for the six months ended December 31, 2025, mainly driven by the increase in salaries and employee benefits of HKD821,797 (US$105,585) as a result of increase in headcount during the period, the increase in amortization of intangible assets of HKD817,002 (US$104,969) as a result of the increase in intangible assets and the increase in provision for expected credit losses of HKD2,211,632 (US$284,151).
IT expenses
IT expenses primarily consisted of domain fee and server rental expenses for the Company’s information storage, processing and back up. The amount is comparable with prior period.
Others
Other expenses included bank charges, entertainment expenses, consultancy fee and sundry expenses.
Allowance for credit losses
The Company carries accounts receivable at the face amounts less a reserve for estimated credit losses. The Company maintains a reserve for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the reserve for credit losses as an offset to accounts receivables, and the estimated credit losses charged to the allowance is classified as general and administrative expenses in the unaudited interim condensed consolidated statements of operations. The Company estimated its reserve for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forward-looking information .
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The table below sets forth the aging analysis of the Company’s gross accounts receivable at the end of each period:
| 0-90 days | 91-182 days | 183-273 days | 273-365 days | >365 days | Total | |||||||||||||||||||
| December 31, 2025 (USD) | $ | 153,873 | $ | 202,978 | $ | 100,198 | $ | 3,212 | $ | 993,620 | $ | 1,453,881 | ||||||||||||
| December 31,2025 (HKD) | 1,197,640 | 1,579,835 | 779,870 | 25,000 | 7,733,644 | 11,315,989 | ||||||||||||||||||
| June 30, 2025 (HKD) | 1,172,360 | 25,000 | 7,620,047 | 825,774 | 275,000 | 9,918,181 | ||||||||||||||||||
| Change (HKD) | $ | 25,280 | $ | 1,554,835 | $ | (6,840,177 | ) | $ | (800,774 | ) | $ | 7,458,644 | $ | 1,397,808 | ||||||||||
Interest expense
Interest expense mainly represented the bank overdraft interest. For the six months ended December 31, 2025 and 2024, its interest expense was Nil and HKD617, respectively.
Other income
Other income was primarily comprised of interest income and exchange gain, net. During the six months ended December 31, 2025, we recognized interest income of HKD327,425 (US$42,068). For the same period in 2024, we recognized interest income of HKD109,910 and net exchange gain of HKD37,376.
Income tax credit
Income tax credit was HKD434,616 (US$55,840) for the six months ended December 31, 2025, as compared to income tax credit of HKD70,189 for the six months ended December 31, 2024. The income tax credit was due to the deferred tax recognized for the net operating loss carryforwards, the depreciation of property and equipment and amortization of intangible assets during the period.
Net loss
As a result of the above discussed, the Company recorded a net loss of HKD5,425,220 (US$697,033) for the six months ended December 31, 2025, representing an increase in net loss of HKD4,179,825 (US$537,025) from a net loss of HKD1,245,395 for the six months ended December 31, 2024.
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Liquidity and Capital Resources
The Company financed its daily operations and business development through cash generated from the operations of Hong Kong Operating Subsidiaries and proceeds from our initial public offering on the Nasdaq. As at December 31, 2025 and June 30, 2025, its cash balance was HKD18,009,290 (US$2,313,837) and HKD25,217,011, respectively.
The following table set forth a summary of its cash flows for the periods indicated:
For the six months ended December 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HKD | HKD | US$ | ||||||||||
| Net cash used in operating activities | $ | (14,787,217 | ) | $ | (7,181,858 | ) | $ | (922,727 | ) | |||
| Net cash used in investing activities | $ | (27,254,670 | ) | $ | (25,863 | ) | $ | (3,323 | ) | |||
| Net cash provided by financing activities | $ | 60,540,880 | $ | - | $ | - | ||||||
Cash used in operating activities:
For the six months ended December 31, 2025, net cash used in operating activities HKD7,181,858 (US$922,727) was primarily resulted from the net loss of HKD5,425,220 (US$697,033) as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment of HKD311,666 (US$40,043), amortization of intangible assets of HKD934,002 (US$120,001), provision for expected credit losses of HKD2,222,650 (US$285,567), deferred tax of HKD451,514 (US$58,011) and equity income of unconsolidated investees of HKD3,984 (US$512). The amount is offset by change in operating activities amounted to HKD4,769,458 (US$612,782).
For the six months ended December 31, 2024, net cash used in operating activities HKD14,787,217 was primarily resulted from the net loss of HKD1,245,395 as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment of HKD209,856, amortization of intangible assets of HKD117,000, provision for expected credit losses of HKD11,018 and deferred tax of HKD82,050. The amount is offset by change in operating activities amounted to HKD13,797,646.
Cash used in investing activities:
For the six months ended December 31, 2025, net cash used in investing activities was HKD25,863 (US$3,323) for the purchases of item of property and equipment of HKD25,863 (US$3,323).
For the six months ended December 31, 2024, net cash used in investing activities was HKD27,254,670 consisted of purchases of item of property and equipment of HKD1,325,139, purchases of intangible assets of HKD2,340,000, payments for acquisition of long-term investments of HKD17,467,087 and payments for acquisition of subsidiaries of HKD6,122,444.
Cash provided by financing activities:
For the six months ended December 31, 2025, the Company did not have any financing activities.
For the six months ended December 31, 2024, net cash from financing activities of HKD60,540,880 consisted of net proceeds received upon completion of the initial public offering of HKD71,472,020, offset by payments of IPO costs of HKD10,896,313, repayment of amount with related parties of HKD27,073 and repayment of amount due to a director of HKD7,754.
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The following table set forth a summary of the Company’s working capital as of December 31, 2025 and June 30, 2025:
| June 30, 2025 | December 31, 2025 | |||||||||||
| HKD | HKD | US$ | ||||||||||
| Current assets | $ | 35,785,114 | $ | 28,473,142 | $ | 3,658,235 | ||||||
| Current liabilities | 10,416,550 | 7,766,603 | 997,854 | |||||||||
| Working capital | $ | 25,368,564 | $ | 20,706,539 | $ | 2,660,381 | ||||||
Current assets as of December 31, 2025 was HKD28,473,142 (US$3,658,235). Out of this balance, the Company had cash in an amount of HKD18,009,290 (US$2,313,837). The entire cash balance was deposited in financial institutions in Hong Kong Special Administrative Region, PRC. The current assets balance also included the following: accounts receivable, net of HKD8,492,505 (US$1,091,119), prepayment, deposits and other receivables of HKD1,689,293 (US$217,041) and prepaid tax of HKD282,054 (US$36,238).
Current liabilities as of December 31, 2025 was HKD7,766,603 (US$997,854). This amount was comprised of accrued expenses and other payables of HKD5,113,096 (US$656,932), amount due to a related party of HKD2,709 (US$348), amount due to a director of HKD335 (US$43), tax payable of HKD41,767 (US$5,366) and contract liabilities of HKD2,608,696 (US$335,165).
Current assets as of June 30, 2025 was HKD35,785,114. Out of this balance, the Company had cash in an amount of HKD25,217,011 of which approximately HKD5,562,513 was denominated in Hong Kong Dollar and approximately HKD19,654,498 was denominated in US Dollar. The entire cash balance was deposited in financial institutions in Hong Kong Special Administrative Region, PRC. The current assets balance also included accounts receivable, net of HKD9,317,347, prepayment, deposits and other receivables of HKD968,702 and prepaid tax of HKD282,054.
Current liabilities as of June 30, 2025 was HKD10,416,550. This amount was composed of accounts payable of HKD101,500, accrued expenses and other payables of HKD8,029,713, amount due to a director of HKD335, amount due to a related party of HKD2,709, tax payables of HKD24,869 and contract liabilities of HKD2,257,424.
We will have sufficient working capital to meet our present requirements and for the next 12 months from the date of this report.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.
Future Financings
The Company may sell its ordinary shares in order to fund its business growth. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that the Company will achieve sales of the equity securities or arrange for debt or other financing to fund its growth in case it is necessary, or if the Company is able to do so, there is no guarantee that existing shareholders will not be substantially diluted.
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