v3.26.3
BUSINESS COMBINATION
 12 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATION

3. BUSINESS COMBINATION

 

(a) Acquisition of Top Spin

 

In April 2025, the Company acquired 100% of the issued shares of Top Spin, a BVI incorporated entity that indirectly holds an 80% equity interest in Care U, a Hong Kong incorporated entity through a 100% owned intermediate holding company, Performance Plus, a BVI incorporated entity, from an independent third party for a total consideration of HKD78,923,708 (US$10,118,424). Additionally, a contingent consideration asset of HKD1,680,000 (US$215,385) was recognized at fair value, representing a profit guarantee from the seller if Care U’s net income for year ending June 30, 2026 and 2027 falls below an agreed target. The acquisition was completed in April 2025. The acquisition enhances the Company’s position in the nursing services sector by expanding its service offerings, market presence in Hong Kong and generating synergies from operational efficiencies, expanded client base, and assembled workforce. The acquisition has been accounted for as acquisition of business using the acquisition method.

 

Below are the assets acquired and liabilities recognized at the date of acquisition:

  

   HKD 
     
Cash and cash equivalents   3,486,325 
Accounts receivable, net   8,244,364 
Prepayments and other current assets   239,901 
Property and equipment, net   2,222 
Intangible assets   31,250,000 
Accounts payable   (3,253,143)
Accrued expenses and other current liabilities   (7,351,141)
Income tax payable   (4,650)
Deferred tax liabilities   (5,156,250)
Total assets acquired and liabilities recognized   27,457,628 

 

The accounts receivable acquired with a fair value of HKD8,244,364 at the date of acquisition had gross contractual amounts of HKD8,244,364. No allowance for expected credit losses was provided as the Company is not aware of any collection risk on the balance.

 

   HKD 
Consideration transferred     
- Cash   72,950,000 
- Shares, by issuing 2,980,000 ordinary shares   5,973,708 
Total consideration transferred   78,923,708 
      
Non-controlling interest   19,730,927 
      
Less: recognized amounts of net assets acquired   (27,457,628)
contingent consideration asset from the seller   (1,680,000)
      
Goodwill arising from acquisition   69,517,007 
Goodwill arising from acquisition (US$)   8,912,437 

 

Acquisition-related costs amounting to HKD160,000 (US$20,513) have been excluded from the consideration transferred and have been recognized as expense in the consolidated statements of operations, classified within general and administrative.

 

The non-controlling interest represents 20% in the interest of Performance Plus which was recognized at the acquisition date and measured by reference to the fair value of the non-controlling interest.

 

   HKD 
Net cash outflow on acquisition     
- Cash consideration paid   72,950,000 
- Less: cash and cash equivalents acquired   (3,486,325)
Total   69,463,675 

 

Included in the net loss for the year is net income of HKD126,702 (US$16,244) attributable to the additional business generated by Top Spin. Revenue for the year includes HKD8,185,119 (US$1,049,374) generated from Top Spin.

 

Had the acquisition of Top Spin been completed on July 1, 2024, revenue for the year of the Company would have been HKD127,903,458 (US$16,397,879), and net loss for the year of the Company would have been HKD9,449,688 (US$1,211,498). The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and net loss of the Company that actually would have been achieved had the acquisition been completed on July 1, 2024, nor is it intended to be a projection of future results.

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

3. BUSINESS COMBINATION (cont.)

 

(b) Acquisition of Bowser

 

In November 2025, the Company acquired 100% of the issued shares of Bowser, a Hong Kong incorporated entity from three independent third parties for a total consideration of HKD87,895,017 (US$11,268,592). Additionally, a contingent consideration asset of HKD2,050,000 (US$262,821) was recognized at fair value, representing a profit guarantee from the seller if Bowser’s net income for year ending December 31, 2026 and 2027 falls below an agreed target. The acquisition was completed in November 2025. The acquisition enhances the Company’s position in the professional services sector by expanding its service offerings, market presence in Hong Kong and generating synergies from operational efficiencies, expanded client base, and assembled workforce. The acquisition has been accounted for as acquisition of business using the acquisition method.

 

Below are the assets acquired and liabilities recognized at the date of acquisition:

  

   HKD 
     
Cash and cash equivalents   116,266 
Accounts receivable, net   4,907,592 
Prepayments and other current assets   1 
Intangible assets   33,622,000 
Accrued expenses and other current liabilities   (1,379,411)
Income tax payable   (299,165)
Deferred tax liabilities   (5,547,630)
Total assets acquired and liabilities recognized   31,419,653 

 

The accounts receivable acquired with a fair value of HKD4,907,592 at the date of acquisition had gross contractual amounts of HKD4,907,592. No allowance for expected credit losses was provided as the Company is not aware of any collection risk on the balance.

 

    HKD  
Consideration transferred        
- Shares, by issuing 1,885,350 Class A ordinary shares     87,895,017  
         
Less: recognized amounts of net assets acquired     (31,419,653 )
contingent consideration asset from the seller     (2,050,000 )
         
Goodwill arising from acquisition     54,425,364  
Goodwill arising from acquisition (US$)     6,977,610  

 

Acquisition-related costs amounting to HKD51,000 (US$6,538) have been excluded from the consideration transferred and have been recognized as expense in the consolidated statements of operations, classified within general and administrative.

 

    HKD  
Net cash inflow on acquisition        
- Cash consideration paid     —  
- Less: cash and cash equivalents acquired     (116,266 )
Total     (116,266 )

 

Included in the net income for the year is net income of HKD1,188,787 (US$152,409) attributable to the additional business generated by Bowser. Revenue for the year includes HKD20,289,403 (US$2,601,206) generated from Bowser.

 

Had the acquisition of Bowser been completed on July 1, 2025, revenue for the year of the Company would have been HKD147,142,094 (US$18,864,371), and net income for the year of the Company would have been HKD15,834,900 (US$2,030,115). The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and net loss of the Company that actually would have been achieved had the acquisition been completed on July 1, 2025, nor is it intended to be a projection of future results.

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

3. BUSINESS COMBINATION (cont.)

 

(c) Acquisition of Top Team

 

In November 2025, the Company acquired 100% of the issued shares of Top Team, a Hong Kong incorporated entity from an independent third party for a total consideration of HKD10,827,775 (US$1,388,176). Additionally, a contingent consideration asset of HKD1,980,000 (US$253,846) was recognized at fair value, representing a profit guarantee from the seller if Top Team’s net income for year ending March 31, 2027 and 2028 falls below an agreed target. The acquisition was completed in November 2025. The acquisition enhances the Company’s position in the logistics and other services sector by expanding its service offerings, market presence in Hong Kong and generating synergies from operational efficiencies, expanded client base, and assembled workforce. The acquisition has been accounted for as acquisition of business using the acquisition method.

 

Below are the assets acquired and liabilities recognized at the date of acquisition:

  

   HKD 
     
Cash and cash equivalents   193,595 
Accounts receivable, net   356,707 
Prepayments and other current assets   267,715 
Intangible assets   1,100,000 
Accounts payable   (327,415)
Accrued expenses and other current liabilities   (15,000)
Income tax payable   (87,552)
Deferred tax liabilities   (181,500)
 Total assets acquired and liabilities recognized   1,306,550 

 

The accounts receivable acquired with a fair value of HKD356,707 at the date of acquisition had gross contractual amounts of HKD356,707. No allowance for expected credit losses was provided as the Company is not aware of any collection risk on the balance.

 

   HKD 
Consideration transferred     
- Shares, by issuing 232,256 Class A ordinary shares   10,827,775 
      
Less: recognized amounts of net assets acquired   (1,306,550)
contingent consideration asset from the seller   (1,980,000)
      
Goodwill arising from acquisition   7,541,225 
Goodwill arising from acquisition (US$)   966,824 

 

Acquisition-related costs amounting to HKD51,000 (US$6,538) have been excluded from the consideration transferred and have been recognized as expense in the consolidated statements of operations, classified within general and administrative.

 

   HKD 
Net cash inflow on acquisition     
- Cash consideration paid   — 
- Less: cash and cash equivalents acquired   (193,595)
Total net cash outflow (inflow) on acquisition    (193,595)

 

Included in the net income for the year is net income of HKD36,032 (US$4,619) attributable to the additional business generated by Top Team. Revenue for the year includes HKD3,021,189 (US$387,332) generated from Top Team.

 

Had the acquisition of Top Team been completed on July 1, 2025, revenue for the year of the Company would have been HKD136,687,754 (US$17,524,071), and net income for the year of the Company would have been HKD14,601,009 (US$1,871,924). The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and net income of the Company that actually would have been achieved had the acquisition been completed on July 1, 2025, nor is it intended to be a projection of future results.

 

Had the acquisition of Bowser and Top Team been completed on July 1, 2024, revenue for the year of the Company would have been HKD113,061,174 (US$ 14,495,022), and net loss for the year of the Company would have been HKD8,217,085 (US$1,053,472). The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and net income of the Company that actually would have been achieved had the acquisition been completed on July 1, 2024, nor is it intended to be a projection of future results.

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

3. BUSINESS COMBINATION (cont.)

 

(d) Acquisition of Axiom

 

In May 2026, the Company acquired 100% of the issued shares of Axiom, a Hong Kong incorporated entity from Mr. Chan for a total consideration of HKD79,364,320 (US$10,174,913). The acquisition was completed in May 2026. The acquisition enhances the Company’s position in the logistics and other services sector by expanding its service offerings, market presence in Hong Kong and generating synergies from operational efficiencies, expanded client base, and assembled workforce. As Axiom was under the common control of Mr. Chan before and after the transaction, the acquisition has been accounted for as a common control combination.

 

Below are the assets acquired and liabilities recognized at the date of acquisition:

  

   HKD 
     
Cash and cash equivalents   20,878 
Prepayments and other current assets   49,305 
Right-of-use assets, net   238,540 
Accrued expenses and other current liabilities   (405,247)
Short-term lease liabilities   (133,810)
Long-term lease liabilities   (104,730)
Total assets acquired and liabilities recognized   (335,064) 

 

 

   HKD 
Consideration transferred     
- Shares, by issuing 4,500,000 Class A ordinary shares and 800,000 Class B ordinary shares   79,364,320 
      
Less: carrying amounts of net assets (liabilities) acquired   (335,064)
      
Amount recognized as other reserve from the common control combination   79,699,384 
Amount recognized as other reserve from the common control combination (US$)   10,217,870 

 

Acquisition-related costs amounting to HKD58,000 (US$7,436) have been excluded from the consideration transferred and have been recognized as expense in the consolidated statements of operations, classified within general and administrative.

 

   HKD 
Net cash inflow on combination     
- Cash consideration paid   — 
- Less: cash and cash equivalents acquired   (20,878)
Total net cash outflow (inflow) on combination   (20,878)

 

 

CLICK HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS