Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
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.
Exhibit 99.1
TJGC Group Limited
Announces Financial Results for the First Half of Fiscal Year 2025
TJGC Group Limited (“TJGC
Group” or the “Company”) (Nasdaq: TJGC) is a limited liability company established under the laws of the British Virgin
Islands on May 13, 2022. TJGC Group’s registered office is located at Vistra Corporate Services Centre, Wickhams Cay II,
Road Town, Tortola, VG1110, British Virgin Islands and its principal place of business is situated at Unit F, 12/F, Kaiser Estate Phase 1,
41 Man Yue Street, Hunghom, Kowloon, Hong Kong. TJGC Group is a holding company with no business operation and its principal operating
subsidiary is CTRL Media Limited (“CTRL Media”) which is principally engaged in one-stop game advertising. TJGC Group owns
100% of CTRL Media which was incorporated in Hong Kong on June 6, 2014. The Company today announced its unaudited financial
results for the six months ended September 30, 2025 (the “First Half of Fiscal Year 2025”). These unaudited financial
results for the First Half of Fiscal Year 2025 were prepared by the management without review by the Company’s independent auditors.
First Half of Fiscal Year 2025 Financial Results
| For the Six Months Ended September 30, | |
| |
| | |
2024 | | |
2025 | | |
Change | |
| | |
HK$ | | |
HK$ | | |
% | |
| Revenue | |
| 17,611,950 | | |
| 19,084,523 | | |
| 8.4 | |
| Cost of service | |
| (12,708,290 | ) | |
| (14,314,192 | ) | |
| 12.6 | |
| Gross profit | |
| 4,903,660 | | |
| 4,770,331 | | |
| (2.7 | ) |
| General and administrative expenses | |
| (3,267,217 | ) | |
| (15,625,310 | ) | |
| 378.2 | |
| Profit before taxation | |
| 1,297,000 | | |
| (10,874,995 | ) | |
| (938.5 | ) |
| Income tax | |
| (491,509 | ) | |
| (482,211 | ) | |
| (1.9 | ) |
| Net income (loss) | |
| 805,491 | | |
| (11,357,206 | ) | |
| (1,510 | ) |
| Earnings (loss) per share – basic and diluted | |
| 0.06 | | |
| (0.74 | ) | |
| (0.10 | ) |
Revenue
The revenue of the Company
slightly increased by approximately HK$1.5 million or approximately 8.4% to approximately HK$19.1 million for the six months ended September
30, 2025, mainly due to the increase in the revenue of the exhibition income. The Company recorded approximately HK$3.8 million for three
exhibition revenue during the six months ended September 30, 2025.
Of these, revenue from online
advertising and offline advertising both declined by approximately HK$0.6 million and HK$3.1 million for the six months ended September
30, 2025, respectively, mainly due to the economy downturns. The Company’s client decreased their marketing budget on large-scale
advertising and generally shifted their budget to a one-off offline event. As a result, the offline advertising revenue decreased of approximately
28.8%
The provision of strategic
planning services recorded an increase in revenue of approximately 37.2% during the six months ended September 30, 2025, primarily because
of the increase in five one-off localization projects with total amounted HK$159,242.
The Company’s other
services increased by approximately HK$1.3 million or approximately 238.1% to approximately HK$1.8 million for the six months ended September
30, 2025, mainly due to the increase in the revenue of a profit sharing on the crossover collaboration products which generated total
other services revenue of approximately HK$1.1 million.
Cost of services
Cost of services increased
by approximately HK$1.6 million or approximately 12.6% to approximately HK$14.3 million for the six months ended September 30, 2025, compared
to the six months ended September 30, 2024. The increase in the cost of services was mainly due to increase in the exhibition cost and
others cost derived during the period.
Gross profit
Gross profit margin decreased
from 27.8% for the six months ended September 30, 2024, to 25.0% for the six months ended September 30, 2025. The Company’s gross
profit margin decreased during the period mainly because the Company recorded a loss position in its exhibition segment and decrease in
gross profit margin from online advertising which offset the increase in gross profit margin from offline advertising segment.
General and administrative expenses
General and
administrative expenses mainly represented the staff costs, depreciation expenses of property and equipment, legal and professional
fees and impairment loss. The Company’s operation expenses increased by approximately HK$12.4 million, or 378.2%, from
approximately HK$3.3 million for the six months ended September 30, 2024 to approximatel HK$15.6 million for the six months ended
September 30, 2025, due to increase in staff cost and professional fee of approximately HK$12.0 million for the six months ended
September 30, 2025. Such increase mainly due to hiring addition staffs and adviser for the Company’s compliance as public
company and expansion. The Company expects its operating expenses, including but not limited to staff costs, to increase in the
foreseeable future, as the Company’s business through its Operating Subsidiaries is expected to grow further. The Company
expects its legal and professional fees for legal, audit, and advisory services to increase, as it will incur audit fees, legal fees
and advisory fees for being a public company.
Income tax expense
The Company, TJGC Group, was
incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, TJGC Group is not subject to tax on
income or capital gain. Additionally, upon payments of dividends to the shareholders, no British Virgin Islands withholding tax will be
imposed.
In accordance with the relevant
tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable
tax rate on taxable income. The Company’s income tax for the six months ended September 30, 2025 has remained consistent with the
six months ended September 30, 2024.
Cash Flow
Operating activities
Net cash used in operating
activities amounted to approximately HK$20.8 million for the six months ended September 30, 2025, mainly derived from (i) net loss of
approximately HK$11.4 million for six months ended September 30, 2025; and (ii) increase in deposits and prepayments of approximately
HK$6.6 million which was driven by payment in advance to the Company’s services provider for exhibition of approximately HK$6.6
million and increase account receivable of HK$5.1 million and offset by increase in contract liabilities of approximately HK$1.0 million.
Net cash used in operating
activities amounted to approximately HK$1.9 million for the six months ended September 30, 2024, mainly derived from (i) net income of
approximately HK$0.8 million for the six months ended September 30, 2024; (ii) increase in tax payable of approximately HK$0.8 million,
which netted of (i) increase in accounts receivable of approximately HK$1.9 million; (ii) decrease in amount due to related parties of
approximately HK$0.9 million; (iii) and increase in deposits, prepayments and other receivables of approximately HK$0.8 million; and (iv)
decrease in in accounts payable of approximately HK$0.4 million.
Investing activities
The Company recorded a net
cash used in investing activities of approximately HK$0.6 million for the acquisition of property, plant and equipment.
There was no cash flow from
investing activities for the six months ended September 30, 2024.
Financing activities
Net cash provided by financing
activities was approximately of HK$2.9 million for the six months ended September 30, 2025, which was mainly derived from (i) the new
borrowing raised of approximately HK$3.1 million; (ii) increased in deferred IPO costs of approximately HK$0.4 million; and mainly offset
by repayment of bank borrowings of approximately HK$0.5 million.
Net cash provided by financing
activities amounted to approximately HK$1.0 million for the six months ended September 30, 2024, which represented (i) advance from a
shareholder of the Company of approximately HK$1.4 million of approximately HK$3.0 million; which offset by repayment of bank borrowings
of approximately HK$0.4 million.
Recent Developments
On January 23, 2025, the Company closed its IPO of 2,000,000 Ordinary
Shares, at the public offering price of $4.00 per share. On January 25, 2025, R.F. Lafferty & Co., Inc., as the representative of
the underwriters for the IPO, exercised its over-allotment option to purchase an additional 300,000 ordinary shares of the Company at
the public offering price of $4.00 per share. The closing for the sale of the over-allotment shares took place on January 27, 2025. The
IPO and the exercise of the over-allotment option with net proceeds totaling HK$64,093,706 (US$8,238,371) from the offering after deducting
underwriting discounts and offering expenses of $7,369,135 (US$947,202) from the gross proceeds totaling HK$71,462,841 (US$9,200,000).
On October 31, 2025, the board of directors of the Company and holders
of a majority of the issued and outstanding voting stock of the Company, acting by written consent in lieu of a meeting, in accordance
with the applicable provisions of BVI law and the Company’s Bylaws, approved a change of the name of the Company to “TJGC
Group Limited”. The name change was approved by the Registrar of Corporate Affairs in the British Virgin Islands on November 11,
2025, and become effective that same day.
On Wednesday, December 10, 2025, the Company changed the trading symbol
for the Ordinary Shares to “TJGC”, formerly “MCTR”.
About TJGC Group Limited
The Company is a holding company limited by shares
and established under the laws of the British Virgin Islands with no material operations of its own. The Company, through its wholly-owned
subsidiary, CTRL Media, provides integrated marketing and advertising services provider in Hong Kong specializing in mobile games
promotion for the local market, please visit the Company’s website at www.ctrl-media.com.
Forward-Looking Statements
All statements other than statements of historical fact in this
announcement are forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks
and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes
may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking
statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements
to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the
Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company’s registration statement and
in its other filings with the SEC.
For more information, please contact:
TJGC Group Limited
| Phone: |
+852 31074887 |
| Email: |
project@ctrl-media.com |
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
As of September 30, 2025 and March 31, 2025
| | |
As of | |
| | |
March 31,
2025 | | |
September 30,
2025 | | |
September 30,
2025 | |
| | |
HK$ | | |
HK$ | | |
US$ | |
| | |
(Audited) | | |
(Unaudited) | | |
(Unaudited) | |
| | |
| |
| Assets | |
| | |
| | |
| |
| Current assets | |
| | |
| | |
| |
| Accounts receivable | |
| 2,556,293 | | |
| 7,676,304 | | |
| 986,557 | |
| Amounts due from related parties | |
| 244,200 | | |
| 522,164 | | |
| 67,108 | |
| Deposits, prepayments and other receivables | |
| 5,771,582 | | |
| 11,941,609 | | |
| 1,534,734 | |
| Cash and Cash Equivalents | |
| 23,878,899 | | |
| 5,406,298 | | |
| 694,817 | |
| Income tax recoverable | |
| 630,920 | | |
| 145,342 | | |
| 18,679 | |
| Total current assets | |
| 33,081,894 | | |
| 25,691,717 | | |
| 3,301,895 | |
| Non-current assets | |
| | | |
| | | |
| | |
| Property and Equipment | |
| 192,545 | | |
| 672,746 | | |
| 86,461 | |
| Prepayment | |
| 8,190,000 | | |
| 8,190,000 | | |
| 1,052,577 | |
| Right-of-use assets | |
| 134,352 | | |
| 726,918 | | |
| 93,423 | |
| Total non-current assets | |
| 8,516,897 | | |
| 9,589,664 | | |
| 1,232,461 | |
| Total assets | |
| 41,598,791 | | |
| 35,281,381 | | |
| 4,534,356 | |
| Liabilities and Shareholders’ Equity | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Accounts payable | |
| 1,287,054 | | |
| 1,939,963 | | |
| 249,324 | |
| Amounts due to related parties | |
| 54,075 | | |
| 503,650 | | |
| 64,729 | |
| Amount due to a director | |
| — | | |
| 7,670 | | |
| 985 | |
| Amount due to a shareholder | |
| 1,409,403 | | |
| 1,244,821 | | |
| 159,984 | |
| Accruals and other payables | |
| 877,685 | | |
| 676,637 | | |
| 86,962 | |
| Contract liabilities | |
| — | | |
| 1,039,166 | | |
| 133,552 | |
| Operating lease liabilities | |
| 134,352 | | |
| 391,547 | | |
| 50,322 | |
| Bank and other borrowing | |
| 913,024 | | |
| 4,053,671 | | |
| 520,977 | |
| Total current liabilities | |
| 4,675,593 | | |
| 9,857,125 | | |
| 1,266,835 | |
| Non-current liabilities | |
| | | |
| | | |
| | |
| Operating lease liabilities | |
| — | | |
| 335,371 | | |
| 43,102 | |
| Bank borrowing | |
| 7,217,849 | | |
| 6,744,109 | | |
| 866,752 | |
| Deferred tax liabilities | |
| 23,684 | | |
| 20,317 | | |
| 2,611 | |
| Total liabilities | |
| 11,917,126 | | |
| 16,956,922 | | |
| 2,179,300 | |
| Shareholders’ equity | |
| | | |
| | | |
| | |
| Ordinary shares, authorized to issue an unlimited number of ordinary shares of no par value, 15,300,000 outstanding as of September 30, 2025 and March 31, 2025, respectively | |
| 77,500 | | |
| 77,500 | | |
| 9,960 | |
| Additional Paid-in Capital | |
| 53,833,769 | | |
| 53,833,769 | | |
| 6,918,707 | |
| Accumulated other comprehensive income/loss | |
| (11,983 | ) | |
| (11,983 | ) | |
| (1,540 | ) |
| Retained earnings | |
| (24,217,621 | ) | |
| (35,574,827 | ) | |
| (4,572,071 | ) |
| Total shareholders’ equity | |
| 29,681,665 | | |
| 18,324,459 | | |
| 2,355,056 | |
| Total liabilities and shareholders’ equity | |
| 41,598,791 | | |
| 35,281,381 | | |
| 4,534,356 | |
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations Income (Loss)
For the Six Months Ended September 30, 2025 and 2024
| | |
For the six ended September 30, | |
| | |
2024 | | |
2025 | | |
2025 | |
| | |
HK$ | | |
HK$ | | |
US$ | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Revenue | |
17,611,950 | | |
19,084,523 | | |
2,452,740 | |
| Cost of services | |
| (12,708,290 | ) | |
| (14,314,192 | ) | |
| (1,839,658 | ) |
| Gross Profit | |
| 4,903,660 | | |
| 4,770,331 | | |
| 613,082 | |
| Operating Expenses | |
| | | |
| | | |
| | |
| General and Administrative expense | |
| (3,267,217 | ) | |
| (15,625,310 | ) | |
| (2,008,163 | ) |
| Income from operation | |
| | | |
| | | |
| | |
| Other income (expenses) | |
| | | |
| | | |
| | |
| Other income, net | |
| (56,511 | ) | |
| 149,972 | | |
| 19,274 | |
| Other loss | |
| (122,803 | ) | |
| (36,468 | ) | |
| (4,687 | ) |
| Interest expense | |
| (160,129 | ) | |
| (133,520 | ) | |
| (17,160 | ) |
| Total other income (expenses), net | |
| (339,443 | ) | |
| (20,016 | ) | |
| (2,573 | ) |
| Profit before tax | |
| 1,297,000 | | |
| (10,874,995 | ) | |
| (1,397,654 | ) |
| Income tax | |
| (491,509 | ) | |
| (482,211 | ) | |
| (61,974 | ) |
| Net income (loss) | |
| 805,491 | | |
| (11,357,206 | ) | |
| (1,459,628 | ) |
| | |
| | | |
| | | |
| | |
| Weighted average shares outstanding – basic and diluted | |
| 13,000,000 | | |
| 15,300,000 | | |
| 15,300,000 | |
| | |
| | | |
| | | |
| | |
| Earnings (Loss) per share – basic and diluted | |
| 0.06 | | |
| (0.74 | ) | |
| (0.10 | ) |
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended September 30, 2025 and 2024
| For the six months ended September 30, 2024 |
| | |
Number of
Shares | | |
Amount | | |
Additional
Paid-in
Capital | | |
Accumulated
other
comprehensive
income/loss | | |
Retained
Earnings | | |
Total | |
| | |
| | |
HK$ | | |
HK$ | | |
HK$ | | |
HK$ | | |
HK$ | |
| Balance at March 31, 2024 | |
| 13,000,000 | | |
| 77,500 | | |
| 19,997 | | |
| 4,293 | | |
| 2,618,805 | | |
| 2,720,595 | |
| Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 805,491 | | |
| 805,491 | |
| Balance at September 30, 2024 (Unaudited) | |
| 13,000,000 | | |
| 77,500 | | |
| 19,997 | | |
| 4,293 | | |
| 3,424,296 | | |
| 3,526,086 | |
| For the six months ended September 30, 2025 |
| | |
Number of
Shares | | |
Amount | | |
Additional
Paid-in
Capital | | |
Accumulated
other
comprehensive
income/loss | | |
Retained
Earnings | | |
Total | |
| | |
| | |
HK$ | | |
HK$ | | |
HK$ | | |
HK$ | | |
HK$ | |
| Balance at March 31, 2025 | |
| 15,300,000 | | |
| 77,500 | | |
| 53,833,769 | | |
| (11,983 | ) | |
| (24,217,621 | ) | |
| 29,681,665 | |
| Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| (11,357,206 | ) | |
| (11,357,206 | ) |
| Balance at September 30, 2025 (Unaudited) | |
| 15,300,000 | | |
| 77,500 | | |
| 53,833,769 | | |
| (11,983 | ) | |
| (35,574,827 | ) | |
| 18,324,459 | |
| | |
US$ | | |
US$ | | |
US$ | | |
US$ | | |
US$ | | |
US$ | |
| Balance at September 30, 2025 (Unaudited) | |
| 15,300,000 | | |
| 9,960 | | |
| 6,918,707 | | |
| (1,540 | ) | |
| (4,572,071 | ) | |
| 2,355,056 | |
TJGC Group Limited (formerly known as Ctrl Group
Limited) and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
For the Six months Ended September 30, 2025 and 2024
| | |
For the six months ended September 30, | |
| | |
2024 | | |
2025 | | |
2025 | |
| | |
HK$ | | |
HK$ | | |
US$ | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Cash flows from operating activities: | |
| | |
| | |
| |
| Net income (loss) | |
| 805,491 | | |
| (11,357,206 | ) | |
| (1,459,628 | ) |
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | | |
| | |
| Depreciation of property and equipment | |
| 35,009 | | |
| 92,253 | | |
| 11,857 | |
| Deferred income tax | |
| (2,339 | ) | |
| (3,367 | ) | |
| (433 | ) |
| Bad Debt Expenses | |
| 4,914 | | |
| — | | |
| — | |
| Operating cash flows before movements in working capital | |
| 843,075 | | |
| (11,268,320 | ) | |
| (1,448,204 | ) |
| Accounts receivable | |
| (1,908,433 | ) | |
| (5,120,011 | ) | |
| (658,023 | ) |
| Deposits, prepayments and other receivables | |
| (778,558 | ) | |
| (6,559,042 | ) | |
| (842,967 | ) |
| Amounts due from (to) related parties | |
| (931,150 | ) | |
| 171,611 | | |
| 22,055 | |
| Accounts payable | |
| (388,287 | ) | |
| 652,909 | | |
| 83,912 | |
| Accruals and other payables | |
| (71,230 | ) | |
| (201,048 | ) | |
| (25,839 | ) |
| Contract liabilities | |
| — | | |
| 1,039,166 | | |
| 133,552 | |
| Income tax payable | |
| 824,142 | | |
| 485,578 | | |
| 62,406 | |
| Net cash provided by (used in) operating activities | |
| (2,410,441 | ) | |
| (20,799,157 | ) | |
| (2,673,108 | ) |
| Cash flows from financing activities: | |
| | | |
| | | |
| | |
| Advance from a director of the Company | |
| 1,409,400 | | |
| 7,670 | | |
| 985 | |
| Advance from (repayment to) a shareholder of the Company | |
| — | | |
| (164,582 | ) | |
| (21,152 | ) |
| Deferred Offering costs | |
| — | | |
| 389,015 | | |
| 49,996 | |
| Repayment of Bank borrowings | |
| (426,611 | ) | |
| (453,092 | ) | |
| (58,231 | ) |
| New borrowings raised | |
| — | | |
| 3,120,000 | | |
| 400,982 | |
| Net cash provided by financing activities | |
| 982,789 | | |
| 2,899,011 | | |
| 372,580 | |
| Cash flows from investing activities: | |
| | | |
| | | |
| | |
| Acquisition of property, plant and equipment | |
| — | | |
| (572,455 | ) | |
| (73,572 | ) |
| Net cash used in investing activities | |
| — | | |
| (572,455 | ) | |
| (73,572 | ) |
| Net decrease in cash | |
| (1,427,652 | ) | |
| (18,472,601 | ) | |
| (2,374,100 | ) |
| Cash, beginning of year | |
| 4,368,915 | | |
| 23,878,899 | | |
| 3,068,917 | |
| Cash, end of year | |
| 2,941,263 | | |
| 5,406,298 | | |
| 694,817 | |
| | |
| | | |
| | | |
| | |
| Supplemental information | |
| | | |
| | | |
| | |
| Cash paid for interest, net | |
| (152,235 | ) | |
| (95,435 | ) | |
| (12,265 | ) |
| Supplemental of Non-Cash Operating Activities | |
| | | |
| | | |
| | |
| Lease liabilities arising from obtaining right-of-use assets | |
| — | | |
| 791,043 | | |
| 101,665 | |
7
