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FINANCIAL RISK MANAGEMENT
12 Months Ended
Mar. 31, 2025
FINANCIAL RISK MANAGEMENT

26 FINANCIAL RISK MANAGEMENT

 

26.1 Market risk factors

 

The Group’s activities expose it to a variety of market risks: foreign currency risk, interest rate risk and liquidation risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance.

 

The risks are minimized by the financial management policies and practices described below.

 

26.1.2 Foreign currency risk

 

The Group operates primarily in USD and HKD, albeit there is an increasing exposure to GBP. Given USD and HKD are pegged within a range, the Group had a reduced exposure to foreign currency risk during the year. Given the increasing exposure to other currencies, the Group will formalize a foreign currency hedging policy in respect of foreign currency transactions, assets and liabilities. The Group monitors its foreign currency exposure closely and will consider hedging significant foreign currency exposure to manage the risk. The material balance sheet items are denominated in USD and as such no sensitivity analysis on the impact of foreign exchange movements has been performed.

 

26.1.3 Interest rate risk

 

The Group has minimal interest rate risk because there are no significant borrowings at variable interest rates. The Group currently does not have an interest rate hedging policy. However, the management monitors interest rate exposure and will consider other necessary actions when significant interest rate exposure is anticipated. The Group’s cash flow interest rate risk relates primarily to variable-rate bank balances. The exposure to the interest rate risk for variable rate bank balances is insignificant as the bank balances have a short maturity period.

 

26.2 Credit risk

 

The Group has exposure to credit risk arising from deposits in banks as well as trade receivables. Credit risk is managed on a Group basis.

 

The amount of the Group’s maximum exposure to credit risk is the amount of the Group’s carrying value of the related financial assets and liabilities as of the end of the reporting period.

 

26.2.1 Deposits with bank

 

With respect to the Group’s deposits with banks, the Group limits its exposure to credit risk by placing deposits with financial institutions with high credit ratings and no recent history of default. Given the high credit ratings of the banks, management does not expect any counterparty to fail to meet its obligations. Management will continue to monitor the position and will take appropriate action if their ratings are changed. As at 31 March 2025 and 2024, the Group had a concentration of deposits with one bank but does have additional banking relationships to mitigate any concentration risk.

 

 

26.3 Liquidity risk

 

26.3.1 Financing arrangement

 

The Group monitors its cash position on a regular basis and manages cash and cash equivalents to finance the Group’s operations. The Group has been primarily financed via the proceeds from the issuance of equity, issuance of convertible loan notes and access to a shareholder loan together with proceeds from the IPO.

 

26.3.2 Maturities of financial liabilities

 

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the end of each financial reporting period to the contractual maturity dates. The amounts disclosed in the table are the contractual undiscounted cash flows.

 

   Within
1 year
   1-5 years   Total 
   USD   USD   USD 
At 31 March 2025               
Accounts payable   200,660    -    200,660 
Other payables and accruals   706,874    -    706,874 
Deferred revenues   505,424    -    505,424 
Due to a related company   34,579    -    34,579 
Lease liabilities   126,808    110,867    237,675 
Total liabilities   1,574,345    110,867    1,685,212 
At 31 March 2024               
Accounts payable   788,798    -    788,798 
Other payables and accruals   596,870    -    596,870 
Tax payables   8,917    -    8,917 
Deferred revenues   322,826    -    322,826 
Due to a related company   34,579    -    34,579 
Due to immediate holding company   5,345,929    -    5,345,929 
Loan from immediate holding company   1,930,993    -    1,930,993 
Loan from a related company   1,140,931    -    1,140,931 
Lease liabilities   122,076    243,280    365,356 
Preferred shares   -    9,359,000    9,359,000 
Convertible loan notes   3,975,534    114,808    4,090,342 
Total liabilities   14,267,453    9,717,088    23,984,541 

 

 

26.4 Capital risk

 

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maximize the return to the shareholders through the optimization of the debt and equity balance.

 

The Group manages its capital structure and adjusts it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may issue new shares or other instruments. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2025 and 2024.

 

26.5 Fair values measurements

 

26.5.1 Fair value hierarchy

 

This section explains the judgements and estimates made in determining the fair values of financial instruments in the consolidated financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments and non-financial assets into the three levels prescribed under the accounting standards. An explanation of each level is set out in Note 3. There is no transfer between level 1, 2 or 3 during both years.

 

Fair value measurements using level 3  At
31 March 2025
   At
31 March 2024
 
   USD   USD 
Recurring fair value          
Preferred shares   -    9,359,000 
Convertible loan notes   -    3,743,000 

 

26.5.2 Valuation techniques used to determine fair values

 

Below lists the valuation techniques and key inputs used by the Group to value its Level 3 financial instruments. There has been no change in valuation technique during the year ended 31 March 2025 and 2024.

 

Financial instruments 

Amount as at

31 March 2025

  

Amount as at

31 March 2024

   Valuation techniques and key inputs
Preferred shares
(Note 1)
   -   $9,359,000   The Discounted Cash Flows (“DCF”) method was used to determine the total equity value of the Group by capturing the present value of the expected cash flows.
 
The equity allocation model was then used to allocate the total equity value of the Group to different classes of shares of the Company.
              
Convertible loan notes
(Note 2)
   -   $3,743,000   Binomial Option Pricing Model

 

Notes:

 

1.An increase in the revenue growth rate used in isolation would result in an increase in the fair value measurement of the preferred shares, and vice versa, while a slight increase in the discount rate used in isolation would result in a decrease in the fair value measurement of the preferred shares, and vice versa. As of 31 March 2024, a 1% (2025: N/A) increase in the discount rate holding all other variables constant would decrease the carry amount of the preferred shares by $0.9 million (2025: N/A) while a 1% (2025: N/A) decrease in the discount rate holding all other variables constant would increase the carry amount of the preferred shares by $1.1 million (2025: N/A). A 1% (2025: N/A) increase in the revenue growth rate holding all other variables constant would increase the carry amount of the preferred shares by $0.6 million (2025: N/A) while a 1% (2025: N/A) decrease in the discount rate holding all other variables constant would decrease the carry amount of the preferred shares by $0.6 million (2025: N/A).

 

2.A 1% increase in the discount rate used in isolation would result in a minimal decrease in the fair value measurement of the convertible loan notes, and vice versa.

 

 

26.5.3 Reconciliation of Level 3 fair value measurements

 

   At
31 March 2025
   At
31 March 2024
 
   USD   USD 
At 1 April  13,102,000   16,729,000 
Additions   1,369,648    100,000 
Fair value adjustments   (3,478,648)   (3,727,000)
Conversion   (10,993,000)   - 
At 31 March   -    13,102,000 

 

26.5.4 Financial assets and financial liabilities measured at amortized cost

 

The financial assets and financial liabilities in the table below are measured at amortized cost. Management believes the carrying amounts of these financial assets and liabilities measured at amortized cost approximate their fair values.

 

   At
31 March 2025
   At
31 March 2024
 
   USD   USD 
Financial assets          
Trade receivables   1,394,545    182,334 
Other receivables   650,486    184,018 
Contract assets   750    69,354 
Restricted bank balance   399,400    - 
Cash and cash equivalents   3,111,141    76,620 
Financial assets   5,556,322    512,326 
Financial liabilities          
Trade payables   200,660    788,798 
Other payables   11,852    11,057 
Tax payables   -    8,917 
Due to related companies   34,579    34,579 
Due to immediate holding company   -    5,345,929 
Loan from a related company   -    1,930,993 
Loans from immediate holding company   -    1,140,931 
Lease liabilities   237,675    365,356 
Financial liabilities   484,766    9,626,560