UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM 20-F/A 

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2025  

OR  

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from _________ to _____________.  

OR 

☐  SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Commission file number: 001-41927

SU Group Holdings Limited 

(Exact name of Registrant as Specified in its Charter)

Cayman Islands

 (Jurisdiction of Incorporation or Organization)

7th Floor, The Rays 

No. 71 Hung To Road, Kwun Tong 

Kowloon, Hong Kong

000000

(Address of Principal Executive Office)

Chan Ming Dave 

Telephone: +852 2341-8183 

7th Floor, The Rays 

No. 71 Hung To Road, Kwun Tong 

Kowloon, Hong Kong

000000

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None 

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None 

(Title of Class)

As of November 2, 2026, there were 1,531,872 ordinary shares issued and outstanding, including (i) 1,501,816   Class A ordinary shares, par value HK$0.00003 per share, (ii) 30,056 Class B ordinary shares, par value HK$0.00003 per share.   

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ☐  No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes  ☐  No  ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☒  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17  ☐  Item 18  ☐

If securities are registered pursuant to section 12(b) of Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

 EXPLANATORY NOTE

SU Group Holdings Limited (the “Company”) is filing this amendment (the “Amendment”) to its Annual Report on Form 20-F (the “Annual Report”) for the year ended September 30, 2025, previously filed with the Securities and Exchange Commission (the “SEC”) on January 16, 2026 (the “Original Filing”) , to replace the audit report of its previous auditor Marcum Asia CPAs LLP in the Original Filing with an audit report of its current auditor Guangdong Prouden CPAs GP and to include the consolidated financial statements for the years ended September 30, 2024 and 2025 audited by the current auditor.

SU GROUP HOLDINGS LIMITED

FORM 20-F/A ANNUAL REPORT

TABLE OF CONTENTS

PART I 

INTRODUCTION

Except where the context otherwise requires and for purposes of this annual report on Form 20-F only:

Unless otherwise indicated, all amounts of ordinary shares in this annual report have been adjusted on a retroactive basis to reflect the Share Capital Alteration (as defined below) effective on August 25, 2025, the share consolidation effective on August 6, 2026, and the share consolidation effective on October 7, 2026.

SU Group is a holding company with operations conducted through its subsidiaries in Hong Kong. SU Group’s reporting currency is HK$. This annual report contains translations of Hong Kong dollars into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this annual report were calculated at the rate of US$1.00 = HK$7.7830, representing the closing exchange rate on September 30, 2025 set forth in the statistical release of Yahoo.com. No representation is made that the HK$ amount represents or could have been, or could be converted, realized or settled into US$ at that rate, or at any other rate.

FORWARD-LOOKING STATEMENTS

This annual report contains “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.

These forward-looking statements include statements relating to:

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should thoroughly read this annual report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This annual report contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. China’s services for professionals industry may not grow at the rate projected by market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A ordinary shares. In addition, the highly-fragmented and rapidly changing nature of the services for professionals industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our industry. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

PART I

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 

The following discussion and analysis should be read in conjunction with our consolidated financial statements, the notes to those financial statements and other financial data that appear elsewhere in this annual report. In addition to historical information, the following discussion contains forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements due to a number of factors, including those set forth in “Item 3. Key Information — D. Risk Factors” and elsewhere in this annual report. Our consolidated financial statements are prepared in conformity with U.S. GAAP.

5.A. Operating Results

OVERVIEW

Through our subsidiaries, Shine Union and Fortune Jet, we are an integrated security-related services company that primarily provides security-related engineering services, and to a lesser extent, security guarding and screening services, in Hong Kong.

Established in 1998, Shine Union is an engineering company that provides turnkey services to the existing infrastructure or planned development of our customers through the design, supply, installation and maintenance of security systems. The security systems our services encompass can be broadly categorized into threat detection systems, traffic and pedestrian control systems and ELV systems. Shine Union is one of the providers in the Hong Kong security-related engineering services market authorized to distribute over 10 brands of security systems. Shine Union is also the exclusive distributor to market and sell two brands of threat detection systems, which includes X-ray machines, trace detection products, metal detectors and mail screening machines.

With more than two decades of industry experience, Shine Union acts as both a contractor and a subcontractor and has completed various security-related engineering projects in both the private and public sectors, which were carried out in commercial properties, public facilities and residential properties in Hong Kong. Some notable projects undertaken by Shine Union include the design, supply, installation and/or maintenance of X-ray machines at a rail link terminus and the air cargo terminal based at the Hong Kong International Airport, the traffic control system and ELV system at the bridge-tunnel system connecting Hong Kong, Macau and Zhuhai, pedestrian control system at the headquarters office building of a Hong Kong-based banking and financial services company and the Hong Kong office building of a French cosmetics company, and the parking system at a mixed-use complex located on the Kwun Tong Promenade. Shine Union obtains its contracts either through direct invitation for quotation from customers, or through a competitive tendering process of the project employers or their main contractors.

As part of our strategy to provide a comprehensive suite of security-related service offerings to our customers, and in view of the capabilities of Fortune Jet in the provision of security guarding services as a holder of the Security Company Licence (Type I) issued by the Security and Guarding Services Industry Authority in Hong Kong and seeing the potential opportunities in light of the introduction of new policies by the ICAO in September 2016 and the RACSF introduced by the CAD in October 2018, which require all outgoing air cargo in Hong Kong to be subject to security screening by June 2021, we acquired Fortune Jet in July 2019, which is principally engaged in the provision of security guarding and screening services and, to a lesser extent, related vocational training services in Hong Kong. Since the acquisition, we have evolved from an engineering company providing services in respect of security systems to an integrated security-related provider, with our businesses also covering security guarding and screening services. We believe that the acquisition has brought synergy to our development by enabling us to market ourselves as a one-stop security-related services provider and identify cross-selling opportunities among our business segments, thereby increasing our market share.

Our principal businesses comprise (i) the provision of security-related engineering services which includes income from the supply and installation of security systems and related maintenance services; and (ii) the provision of security guarding and screening services in Hong Kong.

KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business and operating results are affected by the general factors that impact our total addressable market, including, among others, overall economic growth in Hong Kong and globally, the continued relationship with recurring customers, costs of supplies, regulatory, tax and geopolitical environments, the level of cross-border investment, and the competitive landscape for our services. Changes in any of these general factors could affect the demand for our principal businesses and our results of operations.

Despite the general factors mentioned above, we believe that our results of operations have been and will continue to be affected more directly by a number of factors, including those set out below.

Demand for our services

Our business and results of operations are highly affected by the demand for our different services offered. Changes in economic activities in Hong Kong, including expansion and development of private and public infrastructure, the number of events and exhibitions or ad-hoc or emergency situations that raise the public’s willingness to invest in security systems arising from the social movements in Hong Kong, would affect the business of our customers, which in turn may affect demand for our security services, and therefore our business and results of operations.

The demand for our services may also be influenced by the change of government policies, such as the change in policies of the CAD. Moreover, with the government policies on promotion of the “Smart City” initiatives by the Hong Kong government, which involve the development of a city-wide network of sensors and data analytics tools to monitor and manage traffic and transportation, the demand for security and safety services is expected to rise, thereby driving the growth of security systems and services in Hong Kong. However, we cannot assure you that any favorable policies will continue, or at all.

Thus, our results of operations are highly dependent on the demand for our services and may be influenced by the changes of government policies, which are in turn driven by a variety of factors.

Ability to secure new contract and maintain our backlog

Our current business strategies rely heavily on recurring customers. We track new and recurring customers. Customers are considered to be recurring if they engage us for more than one fiscal year or period. For the fiscal years ended September 30, 2024 and 2025, we had 352 and 346 recurring customers, respectively, representing approximately 81.5% and 80.7% of the total number of our customers, respectively, for the corresponding fiscal year or period. Accordingly, approximately 61.8% and 84.2% of our revenues from security-related engineering services, respectively, and approximately 88.2% and 91.5% of our revenues from security guarding and screening services, respectively, was contributed by our recurring customers for the fiscal years ended September 30, 2024 and 2025. While we devote resources to maintain or improve the relationships with our recurring customers, we also make efforts to source new customers. Although such expansion would reduce the proportion of revenues generated from recurring customers, it diversifies our clientele to reduce the potential impact in a case where the recurring customers cease to engage us to provide services.

Our customers operate across a wide variety of applications for our services. Our major customers include system integrators, logistics companies and an air cargo terminal operator in Hong Kong. We mainly secure our contracts through direct negotiation and quotation process with our potential customers. For the fiscal years ended September 30, 2024 and 2025, approximately 58.1% and 70.5% of our revenues generated from security-related engineering services was generated from quotations, respectively, and approximately 41.9% and 29.5% was generated from tendering, respectively. For the fiscal years ended September 30, 2024 and 2025, approximately 22.4% and 19.2% of our revenues generated from security guarding services was generated from quotations, respectively, and approximately 77.6% and 80.8% was generated from tendering, respectively. Our revenues generated from screening services were mainly generated from quotations for the fiscal years ended September 30, 2024 and 2025. Our results of operations will be adversely affected if we are unable to secure a sufficient number of sizable contracts in the future.

There can be no assurance that our customers will continue to engage us in future projects. In the event that our customers cease to engage us to provide services and we fail to replace such customers, or if we fail to secure new contracts, our business, results of operations, and financial condition may be materially and adversely affected.

Service mix

Our business comprises mainly the provision of security-related engineering services, and to a lesser extent, the provision of security guarding and screening services in Hong Kong. The fluctuation of gross profit margin of provision of security-related engineering services and security guarding and screening services is highly driven by the types of projects undertaken, including a mix of factors such as the labor supply during a specific period of time, the composition of the work force for respective projects, the types and sizes of projects or events and the timing of events.

Consequently, our gross profit margins are impacted by our service mix in our services and hence the revenues from each revenues stream. Going forward, we will continue to evaluate and adjust our portfolio of service offerings from time to time and strive to maintain or increase profitability.

Supply and costs of labor

Our security guarding and screening services are labor-intensive and we rely heavily on our staff for providing these services. We commenced the provision of our security guarding and screening services in July 2019.

As some of the security guarding and screening services engagements may involve a relatively short term of service, the security guarding and screening services industries require flexible deployment of human resources. Work fragmentation gives rise to the proliferation of causal labor, such as part-time employees and temporary workers. Competition for the pool of part-time security guards and screeners has become commonplace among security services providers and more competitive remuneration packages may have to be adopted by us to attract sufficient labor. The factors affecting our total employee benefit expenses include, but are not limited to, the labor supply during a specific period of time, the composition of the work force for respective projects, the types of projects or events and the timing of events. If there is a shortage of labor in the security guarding and screening services industries, particularly personnel with specialized qualifications, our business operations may be negatively affected. See “Item 3. Key Information – 3.D Risk Factors — Risks Related to Our Business and Industry — Security guarding and screening services and related vocational training services are highly labor intensive and we rely on a stable supply of labor to provide our services. Labor shortages or increases in labor costs could harm our business, reduce our profitability and slow our growth.”

Competition

We face significant competition in the security-related engineering industry and security guarding and screening and related vocational training industry in Hong Kong. Entry barriers and setup costs are considered to be moderate. Individuals providing security services and companies offering security services are regulated under a permit and license system.

As such, we face potential competition with various industry providers in the same industry. The competition in related vocational training is fierce, while some market participants could increase their market share by providing more training courses. We believe that we have differentiated our services with our comprehensive range of security system solutions with high flexibility, established reputation with proven track record and strong access to skilled professionals. Should we fail to compete with our competitors, maintain our competitive advantage or keep pace with industry changes, our results of operations could be adversely affected.

IMPACT OF COVID-19 ON OUR OPERATIONS

The Hong Kong economy has been affected by the COVID-19 outbreak as it hindered economic activities. The Hong Kong government has launched relief measures of unprecedented scale, including the two rounds of measures under the Anti-Epidemic Fund, which should provide some cushioning effects to the economy and the labor market. During the fiscal years ended September 30, 2023, 2024, and 2025, we were granted subsidies from the aforementioned funds by the Hong Kong government in the amount of approximately HK$0.4 million, nil, and nil, respectively. Such government grants are non-recurring in nature and were recorded as an item in other income in our consolidated financial statements. During the fiscal years ended September 30, 2023, 2024, and 2025, we mainly sourced our security systems from Malaysia, Belgium and Hong Kong (i.e., places where our security systems are shipped from), and since the outbreak of the COVID-19 and up to September 30, 2023, 2024, and 2025, these suppliers and subcontractors had not expressed any difficulties in meeting our delivery schedules or service demands. Except as noted above, our directors confirm that the outbreak of COVID-19 has not resulted in any material adverse impact on our business operations and financial performance up to September 30, 2023, 2024, and 2025, such that (i) there is no loss or cancellation of our contracts or purchase orders after the fiscal years ended September 30, 2023, 2024, and 2025, and our contracts in the pipeline are ongoing as planned; (ii) none of our customers have, or have expressed their intention to, (a) delay, suspend or terminate their existing contracts or purchase orders, or (b) reduce their demand for our services; (iii) we have not experienced any instance of material labor shortage or suspension of works of our subcontractors in security-related engineering projects; and (iv) we have not experienced any instance of material labor shortage in security guarding and screening services.

KEY COMPONENTS OF RESULTS OF OPERATIONS

Revenues

We generate our revenues from (i) the provision of security-related engineering services; and (ii) the provision of security guarding and screening services.

The table below sets out the breakdown of our revenues by service line for the periods presented:

Security-related engineering services

The provision of security-related engineering services is one of our principal businesses. We provide security-related engineering services primarily in Hong Kong.

Project income in relation to security-related engineering services includes income from the supply and/or installation of security systems and related maintenance services. Our project income is generally driven by the number, size and types of projects involved, and nature of services provided.

We also provide standalone maintenance service to our customers in respect of (i) security systems and products supplied and installed by us but falling outside of or without a defects liability period; and (ii) security systems and products for which the supply and installation work were not handled by us.

Income derived from equipment leasing comprises rental income received from the leasing of security systems under operating leases. Rental income from operating leases is recognized in the consolidated statements of operations on a straight-line basis over the lease term. The rental income under the standalone equipment leasing arrangements with our lessees is determined by taking into account various factors, including the price and condition of the security systems and the period of the lease.

Security guarding and screening services

Since the acquisition of Fortune Jet in July 2019, we commenced our provision of security guarding and screening services in Hong Kong.

We secure and guard both individuals and physical properties by, among other things, conducting patrols, entrance guarding, access control and alarm monitoring through our dispatched employees. We provide screening services by dispatching certified screeners who are our employees to the premises of our customers.

We also offer various types of related vocational training courses (i.e., QASRS, Mandatory Basic Safety Training Course (Construction Work), and Mandatory Basic Safety Training Revalidation Course (Construction Work)).

Cost of revenues

Our cost of revenues consists of (i) costs of material in relation to security-related engineering services; (ii) employee benefit expenses for our staff which are attributable to the provision of services; (iii) subcontracting fees which mainly represent the cost of services from third-party service providers; and (iv) other costs directly attributable to our revenue-generating activities, such as depreciation of security systems leased to our customers under operating leases, freight charges, insurance, and other miscellaneous expenses.

The following table sets forth a breakdown of our cost of revenues by service line for the periods indicated:

Gross profit and gross profit margin

Our gross profit equals our revenues less our cost of revenues. Our gross profit and gross profit margin are dependent on various factors, including the nature of the projects that were undertaken by us and the size of such projects during the respective financial year.

The following table sets forth a breakdown of our gross profit and gross profit margin by service line for the periods indicated:

Selling, general and administrative expenses

Our selling, general and administrative expenses mainly consist of (i) employee benefit expenses for our directors, officers, and sales and administrative staff; (ii) legal and professional fees; (iii) office expenses primarily including motor vehicle expenses for our operations, repair and maintenance expenses, insurance, computer accessories expenses, building management fees, utilities, and communication expenses; (iv) depreciation of right-of-use (“ROU”) assets for our offices; (v) expenses relating to short-term leases and low-value assets; (vi) business development expenses which mainly consist of entertainment expenses, travelling expenses for business trips, and advertising and promotion expenses for our brand; (vii) provision for credit loss; and (viii) other miscellaneous expenses.

Losses on disposal of property and equipment

Losses on disposal of property and equipment represent the proceeds from disposal of property and equipment, net of the carrying amount of the property and equipment disposed of.

Other income

Other income mainly consists of (i) government grants received; (ii) net gains on foreign exchange arising from the fluctuation of exchange rates of foreign currencies in relation to our procurement and bank and trade payables balances denominated in foreign currencies; (iii) interest income from bank deposits; and (iv) fair value gain on revaluation of the investment in our key management insurance policy.

Finance expenses

Finance expenses mainly represent interest expenses on notes payables.

Other expenses

Other expenses mainly consist of net losses on foreign exchange arising from the fluctuation of exchange rates of foreign currencies in relation to our procurement and bank and trade payables balances denominated in foreign currencies.

Income tax expenses

The profits of a group entity in Hong Kong not qualifying for the two-tiered profits tax rates regime will be taxed at the flat rate of 16.5%. Accordingly, Hong Kong profits tax is calculated at 8.25% on the first HK$2.0 million of the estimated assessable profits for Shine Union and at 16.5% on the estimated assessable profits above HK$2.0 million.

We are not subject to any income tax in the Cayman Islands and the BVI pursuant to the rules and regulations in those jurisdictions.

We have fulfilled all our income tax obligations and have not had any unresolved income tax issues or disputes with the relevant tax authorities.

RESULTS OF OPERATIONS

The following table sets forth a summary of our consolidated results of operations for the fiscal years ended September 30, 2024 and 2025. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.

Fiscal Year Ended September 30, 2025 Compared to Fiscal Year Ended September 30, 2024

Revenues

Our revenues increased by HK$10.2 million, or 5.6%, from HK$182.2 million for the fiscal year ended September 30, 2024 to HK$192.4 million (US$24.7 million) for the fiscal year ended September 30, 2025 mainly due to (i) an increase in revenues from provision of security-related engineering services of HK$4.9 million; and (ii) an increase in revenues from security guarding and screening and related vocational training of HK$5.3 million.

Our revenues from the provision of security-related engineering services increased by HK$4.9 million, or 4.6%, from HK$107.0 million for the fiscal year ended September 30, 2024 to HK$111.9 million (US$14.4 million) for the fiscal year ended September 30, 2025. The increase was mainly attributable to the business growth of the security-related engineering services segment. Certain revenues for the fiscal year ended September 30, 2025 were contributed by several projects with larger revenues recognized, including one project of over HK$18 million, one project of over HK$9 million, one project of over HK$4 million, three projects of each over HK$2 million, and nine projects of each over HK$1 million. Comparatively, certain revenues for the fiscal year ended September 30, 2024 were contributed by several projects with larger revenues recognized, including one project of over HK$20 million, two projects of each over HK$4 million, three projects of each over HK$2 million, and ten projects of each over HK$1 million.

Cost of revenues

Our cost of revenues increased by HK$27.1 million, or 20.1%, from HK$134.6 million for the fiscal year ended September 30, 2024 to HK$161.6 million (US$20.8 million) for the fiscal year ended September 30, 2025. The increase was mainly due to an increase employee benefit expenses from HK$60.4 million for the fiscal year ended September 30, 2024 to HK$70.0 million for the fiscal year ended September 30, 2025, mainly due to expansion of security guarding and screening business which is labor-intensive and a rise in statutory minimum wage causing the overall increment in payroll costs; an increase in subcontracting fee from HK$35.4 million for the fiscal year ended September 30, 2024 to HK$37.4 million for the fiscal year ended September 30, 2025, mainly attributable to the increase in security-related engineering services work performed and the expansion of security guarding and screening business during the fiscal year ended September 30, 2025. The increase was consistent with the business growth of security-related engineering services and security guarding and screening.

Gross profit and gross profit margin

Our gross profit decreased by HK$16.9 million, or 35.4%, from HK$47.6 million for the fiscal year ended September 30, 2024 to HK$30.7 million (US$4.0 million) for the fiscal year ended September 30, 2025. The gross profit margin decreased from 26.1% in the fiscal year ended September 30, 2024 to 16.0% for the fiscal year ended September 30, 2025. The decrease was due to the net impact of (i) a decrease in the gross profit margin of security-related engineering services triggered by certain projects completed during the fiscal year ended September 30, 2025 with larger extent of use of subcontracting services; and (ii) a lower gross profit margin of security guarding services contracts resulting from an increasing labor cost triggered by a rise in statutory minimum wage and salary adjustments.

Gross profit margin of project and maintenance income under security-related engineering services decreased from 32.1% for the fiscal year ended September 30, 2024 to 17.0% for the fiscal year ended September 30, 2025. The decrease was due to certain projects completed during the fiscal year ended September 30, 2025 with larger extent of use of subcontracting services.

Gross profit margin of equipment leasing income under security-related engineering services decreased from 64.6% for the fiscal year ended September 30, 2024 to 58.5% for the fiscal year ended September 30, 2025. The decrease was due to renewal of certain equipment leasing agreements with more competitive prices offered to the customers.

Gross profit margin of security guarding and screening services decreased from 15.1% for the fiscal year ended September 30, 2024 to 12.6% for the fiscal year ended September 30, 2025. The decrease was due to an increasing labor cost triggered by a rise in statutory minimum wage and salary adjustments.

Selling, general and administrative expenses

Our selling, general and administrative expenses increased by HK$12.7 million, or 35.2%, from HK$36.0 million for the fiscal year ended September 30, 2024 to HK$48.7 million (US$6.2 million) for the fiscal year ended September 30, 2025. The increase was mainly due to the net impact of (i) a provision for allowance for credit loss of HK$2.4 million for the fiscal year ended September 30, 2025 compared to a reversal of provision for allowance for credit loss of HK$3.2 million for the fiscal year ended September 30, 2024 due to recovery of certain aged receivables during the year ended September 30, 2025; (ii) an increase in employee benefit expenses for directors, officers, and sales and administrative staff from HK$21.2 million for the fiscal year ended September 30, 2024 to HK$24.9 million for the fiscal year ended September 30, 2025 triggered by salary adjustments; and (iii) an increase in non-employee share-based compensation from HK$1.4 million for the fiscal year ended September 30, 2024 to HK$5.5 million for the fiscal year ended September 30, 2025 since more promotional activities and campaigns were performed for the Company to penetrate the market, offset by a decrease in legal and professional fees from HK$5.4 million for the fiscal year ended September 30, 2024 to HK$4.0 million for the fiscal year ended September 30, 2025.

Losses on disposal of property and equipment

Our losses on disposal of property and equipment increased by HK$1.4 million, or 215.6%, from HK$0.6 million for the fiscal year ended September 30, 2024 to HK$2.0 million (US$0.3 million) for the fiscal year ended September 30, 2025. The increase was mainly due to certain X-ray machines disposed upon the termination of rental equipment agreements during the fiscal year ended September 30, 2025.

Other income

Our other income decreased by HK$0.2 million, or 17.4%, from HK$1.2 million for the fiscal year ended September 30, 2024 to HK$1.0 million (US$0.1 million) for the fiscal year ended September 30, 2025. The decrease was mainly due to the decrease in net gains on foreign exchange arising from the fluctuation of exchange rates of foreign currencies in relation to our procurement and bank and trade payables balances denominated in foreign currencies.

Finance expenses

Our finance expenses decreased by HK$0.04 million, or 21.5%, from HK$0.2 million for the fiscal year ended September 30, 2024 to HK$0.1 million (US$0.02 million) for the fiscal year ended September 30, 2025. The decrease was mainly due to less trade financing activities during the fiscal year ended September 30, 2025.

Income tax (expenses) benefit

Our income tax benefit was HK$0.6 million (US$0.1 million) for the fiscal year ended September 30, 2025, compared to income tax expenses of HK$1.3 million for the fiscal year ended September 30, 2024. The decrease was mainly due to decrease in income before income tax and deferred income tax benefits recognized.

Net income

As a result of the foregoing, our net loss was HK$18.5 million (US$2.4 million) for the fiscal year ended September 30, 2025, compared to a net income of HK$10.7 million for the fiscal year ended September 30, 2024. Our net loss margin was 9.6% for the fiscal year ended September 30, 2025, compared to a net income margin 5.9% for the fiscal year ended September 30, 2024.

5.B. Liquidity and Capital Resources

Our use of cash primarily related to operating activities and capital expenditure. We have historically financed our operations primarily through a combination of cash flows generated from our operations and proceeds from bank borrowings.

We had cash and cash equivalents of HK$52.3 million and HK$25.4 million (US$3.3 million) as of September 30, 2024 and 2025, respectively. Our working capital was approximately HK$62.1 million (US$8.0 million) as of September 30, 2025. The cash and cash equivalents disaggregated by currency denomination are as follow:

During the fiscal year ended September 30, 2025, one of our subsidiaries entered into certain contracts with a customer, under which the subsidiary is required to obtain bank guarantees, which are used to cover any potential liquidated damages. The bank guarantees were secured by interest-bearing deposits placed in the bank by the subsidiary in amounts equal to the related guarantee amounts and by a guarantee from us for HK$9.0 million in principal, together with interest and other related charges. These deposits are contractually restricted and cannot be withdrawn or used until the relevant bank guarantees expire or are released in accordance with the underlying contracts. The related restricted cash were HK$9.9 million (US$1.3 million) as of September 30, 2025.

In managing our liquidity risk, we monitor and maintain a level of cash and cash equivalents deemed adequate by our management to finance our operations and mitigate the effects of unexpected fluctuations in cash flows. We regularly monitor the repayment dates of financial liabilities, including trade and notes payables, other payables and accrued charges, etc. to match with financial resources available to us from time to time. We manage liquidity risk by maintaining adequate financial resources, including existing cash and bank balances and operating cash flows. We believe that our current cash and cash equivalents and our anticipated cash flows from operating activities will be sufficient to meet our anticipated working capital requirements and capital expenditures in the next 12 months from the date of this annual report. Moreover, we expected that we are able to obtain additional cash flows from our financing activities, including the utilization of the banking facilities by a subsidiary, amounting up to HK$4.4 million. Our operating subsidiaries in Hong Kong are permitted under the laws of Hong Kong to provide direct or indirect funding to us through cash dividend distributions, funds transfer, loans, or advances. Currently, we are not aware of any interventions in or the imposition of restrictions and limitations by the PRC government on our and our operating subsidiaries’ ability to transfer funds or assets. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business, and we do not anticipate declaring or paying any dividends in the foreseeable future.

In long term, we do not have significant known commitment that requires us material cash outflows. Together with the ability to obtain funds from our operating subsidiaries, we believe that our current cash and cash equivalents and our anticipated cash flows from operating and financing activities will be sufficient to meet our anticipated working capital requirements and capital expenditures beyond 12 months from the date of this annual report.

We currently expect that there will not be any material change in the sources and uses of cash.

Cash flows

The following table sets forth a summary of our consolidated cash flows for the fiscal years indicated:

Operating activities

For the fiscal year ended September 30, 2025, our net cash used in operating activities of HK$15.5 million was primarily attributable to (i) net loss of HK$18.5 million, adjusted for depreciation of property and equipment and ROU assets of HK$1.7 million and HK$1.9 million, respectively, and losses on disposal of property and equipment of HK$2.0 million; and (ii) a decrease in inventories of HK$21.8 million, offset by (iii) an increase of trade receivables of HK$11.8 million; and (iv) a decrease of contract liabilities of HK$16.5 million.

For the fiscal year ended September 30, 2024, our net cash provided by operating activities of HK$14.1 million was primarily attributable to (i) net income of HK$10.7 million, adjusted for depreciation of property and equipment and ROU assets of HK$1.9 million and HK$1.2 million respectively, and losses on disposal of property and equipment of HK$0.6 million; (ii) a decrease of trade receivables of HK$15.4 million; and (iii) an increase of contract liabilities of HK$5.1 million, offset by (iv) an increase of inventories of HK$7.0 million; (v) a decrease of prepaid expenses and other assets of HK$1.2 million; (vi) a decrease of trade and notes payables of HK$8.8 million; and (vii) a decrease of income tax payable of HK$3.1 million, due to settlement of income tax.

We identified several material changes of assets and liabilities as below:

Trade receivables, net increased by HK$9.3 million, or 37.4%, from HK$24.9 million as of September 30, 2024 to HK$34.2 million as of September 30, 2025. The increase of trade receivables was mainly attributable to a general increase in gross amount of receivables triggered by increase in revenue during the fiscal year ended September 30, 2025.   

Inventories, net decreased by HK$21.8 million, or 45.9%, from HK$47.6 million as of September 30, 2024 to HK$25.8 million as of September 30, 2025. The decrease of inventories was mainly due to a decrease in work-in-progress since certain projects of a larger contract sum were completed during the fiscal year ended September 30, 2025. The decrease is consistent with the increase in revenues.

Trade payables decreased by HK$1.0 million, or 11.4%, from HK$8.6 million as of September 30, 2024 to HK$7.6 million as of September 30, 2025. The decrease was due to more timely settlement of costs of revenues and selling, and general and administrative expenses.

Contract liabilities decreased by HK$16.5 million, or 59.2%, from HK$27.8 million as of September 30, 2024 to HK$11.3 million as of September 30, 2025. The decrease was mainly due to completion of certain projects of a larger contract sum during the fiscal year ended September 30, 2025.

Investing activities

During the fiscal year ended September 30, 2025, our net cash used in investing activities was HK$1.6 million, which was primarily attributable to the purchase of equipment.

During the fiscal year ended September 30, 2024, our net cash used in investing activities was HK$3.2 million, which was primarily attributable to the purchase of equipment and intangible assets.

Financing activities

For the fiscal year ended September 30, 2025, our net cash provided by financing activities was HK$90, which was the receipt of the shares subscription receivables.

For the fiscal year ended September 30, 2024, our net cash provided by financing activities was HK$25.2 million, which was primarily attributable to net proceeds received from the initial public offering of the Company in January 2024.

Our subsidiary, Shine Union, has banking facilities limits of HK$20.0 million and HK$9.4 million with a commercial bank in Hong Kong as of September 30, 2024 and 2025, respectively. As of September 30, 2024 and 2025, the facilities of HK$20.0 million and HK$4.4 million were made available to Shine Union, respectively, and HK$2.4 million and HK$2.0 million had been utilized, respectively. The unutilized banking facilities were HK$17.6 million and HK$2.4 million as of September 30, 2024 and 2025, respectively.

Shine Union has banking facilities limits of HK$18.0 million with another commercial bank in Hong Kong as of September 30, 2025. As of September 30, 2025, the facilities of HK$9.0 million were made available to Shine Union, HK$8.9 million had been utilized for bank guarantees. The unutilized banking facilities were HK$0.1 million as of September 30, 2025.

Contingencies

Severance Payment and Long Service Payment

The Employment Ordinance of Hong Kong requires employers to assure the liability of severance payment if an employee who has been working for the employer for not less than 24 months under a continuous contract is, due to redundancy, dismissed, laid off, or upon expiry of a fixed-term employment contract. The Employment Ordinance also requires employers to assure the liability of long service payment if an employee who has been working for the employer for not less than 5 years under a continuous contract is dismissed, dies, resigns on ground of ill health or on or after 65 years old, or upon expiry of a fixed-term employment contract.

As of September 30, 2024 and 2025, we estimated our long service payment to be HK$1.3 million and HK$0.8 million, respectively. The provisions for long service payment as at September 30, 2024 and 2025 have been reflected in our consolidated balance sheets as “other liabilities” under non-current liabilities.

No severance payment is provided since we have no plan to dismiss any staff due to redundancy, and therefore consider the possibility of meeting the criteria of making severance payment to be remote.

Legal Contingencies

In the ordinary course of business, we may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. We record contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of September 30, 2024 and 2025, and through the issuance date of the consolidated financial statements.

Off-Balance Sheet Commitments and Arrangements

We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Material Cash Requirements

Our material cash requirements as of September 30, 2024 and 2025 and any subsequent period primarily include our capital expenditures and contractual obligations.

Capital Expenditures

For the fiscal years ended September 30, 2024 and 2025, our capital expenditures were HK$3.2 million and HK$1.6 million, respectively, which primarily related to acquisition of equipment, leasehold improvements, and computer software. We plan to fund our future capital expenditures with our existing cash balance. We will continue to make capital expenditures to meet the expected growth of our business.

Contractual Obligations

The following table sets forth our contractual obligations as of September 30, 2025:

The following table sets forth our contractual obligations as of September 30, 2024:

Other than as shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of September 30, 2024 and 2025.

5.C. Research and Development, Patents and Licenses, etc.

We believe that effective research and development is essential to maintaining our competitive position in the market. Some of our employees in the project and engineering department have also been performing the following research and development functions in addition to their daily project management responsibilities:

As of the date of this annual report, we do not possess a formal research and development department. We have three employees in the project and engineering department who also serve the research and development functions on an as-needed basis. During the fiscal years ended September 30, 2024 and 2025, our expenditure on research and development, which comprised expenses incurred through the conducting of research and development activities (such as equipment compatibility testing services), amounted to nil and HK$0.04 million, respectively.

The relevant research and development work is conducted in response to various customers’ requirements and specifications, but is not capitalized as all relevant products were ultimately delivered to customers. We are of the view that having the ability to develop new technological solutions relating to security systems will benefit our future development for the purposes of implementation of our projects undertaken.

Intellectual Property

We develop and protect our intellectual property portfolio by registering our trademarks and domain names. We have also adopted a comprehensive set of internal rules for intellectual property management.

As of the date of this annual report, we have registered a total of three trademarks and three domain names in Hong Kong, including the domain names of our operating websites, www.sugroup.com.hk, www.shineunion.com.hk and www.fortune-jet-mgt.com.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology. See “Item 3 Key Information — 3.D. Risk Factors — Risks Related to Our Business and Industry — Any failure to maintain an effective quality assurance system could have a material adverse effect on our reputation, business and operations.”

During the fiscal years ended September 30, 2024 and 2025, and up to the date of this annual report, we are not aware of any infringement by us of any intellectual property rights owned by third parties, or by any third parties of any intellectual property rights owned by us, and we have not been subject to any disputes or proceedings concerning any material claims of infringement, either threatened or pending, of any intellectual property rights initiated by or against us that had a material and adverse effect on our business.

5.D. Trend Information

Other than as disclosed elsewhere herein, we are not aware of any trends, uncertainties, demands, commitments or events for the period since October 1, 2025 that are reasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial condition.

5.E. Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and accompanying footnotes. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liabilities in the future.

We consider an accounting estimate to be critical if (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements.

Allowance for Credit Loss

The allowance for doubtful accounts reflects our best estimate of expected losses. Before October 1, 2023 we determine the allowance for doubtful accounts based on an assessment of historical collection activity, the current business environment and forecasts that may affect the customers’ ability to pay. From October 1, 2023, we determine the expected credit loss provisions based on ASU 2016-13 Financial Instruments - Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments.

Our trade receivables, retention receivables, other current assets, and other non-current assets are within the scope of ASC 326. We have identified the relevant risk characteristics of our customers and the related trade receivables, retention receivables, other current assets, and other non-current assets which include size, type of the goods or services we provide, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, we consider the historical credit loss experience and any recoveries, adjusted by correlated industrial and macroeconomic forward-looking factors, in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include payment terms offered in the normal course of business to customers and industry-specific factors that could impact our trade receivables, retention receivables, other current assets, and other non-current assets. We also provide specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected. Expected credit losses for trade receivables, retention receivables, other current assets, and other non-current assets are recorded as selling, general and administrative expenses on the consolidated statements of operations.

Significant judgments and assumptions are required to estimate the allowance for expected credit losses on our trade receivables, retention receivables, other current assets, and other non-current assets, including the use of forward-looking factors, interval of our historical aging reports of our receivables, and the length of period beyond which we consider that the receivables are more-likely-than-not to be recovered. Such assumptions may change in future periods, such as the forecasts of future economic conditions and financial conditions of our customers and our ability to collect the receivables. Expected credit losses for trade receivables, retention receivables, other current assets, and other non-current assets are recorded as selling, general and administrative expenses on the consolidated statements of operations. Our allowance for credit loss amounted to HK$6.8 million, and HK$9.2 million as of September 30, 2024 and 2025, respectively.

The determination of the allowance for expected credit losses involves significant judgment and estimation uncertainty. Actual credit losses may differ from our estimates, and changes in assumptions regarding historical collection experience, current economic conditions, or reasonable and supportable forecasts could have a material impact on our consolidated financial statements. Under adversely different conditions or assumptions, we may need to increase the allowance, which would increase net loss and the net carrying value of our receivables.

Revenue Recognition

We recognized its revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle underlying the revenue recognition of this Accounting Standards Update (“ASU”) allows us to recognize revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which we expect to be entitled in such exchange. This will require us to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.

To achieve that core principle, we apply five-step model to recognize revenue from customer contracts. The five-step model requires us to (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur; (iv) allocate the transaction price to the respective performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation.

We account for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance, and consideration is probable of substantially collection.

We derive our revenues principally from providing security-related engineering services, and security guarding and screening services.

For multiple element arrangements with customers, which primarily relate to the provision of security-related engineering services, significant judgment is required to determine whether each good and service element is a distinct performance obligation and is separately accounted for. To determine whether a performance obligation is distinct, we consider its level of integration, customization, interdependence and interrelation with other elements within the arrangement. If an arrangement involves multiple distinct performance obligations, each distinct performance obligation is separately accounted for and the total consideration is allocated to each performance obligation based on the relative standalone selling prices at contract inception. If directly observable standalone selling prices are not available, we need to apply significant judgment and use residual method based on the pricing of our historical contracts with customers to estimate the standalone selling prices for each element. The historical contracts with customers to be scoped-in will also involve significant judgment, such as the scope or type of the contracts and the financial period in which such contracts were entered into. Changes in the estimated standalone selling price may cause the amount of revenue to be recognized for each performance obligation to differ, but the total amount of revenue to be recognized within a contract should not be affected.      We periodically re-assess the standalone selling price of the elements as a result of changes in the pricing of contracts. If our judgments regarding the identification of distinct performance obligations, the allocation of the transaction price among those obligations, or the timing of satisfaction of each performance obligation were different, the amount of revenue recognized in a particular reporting period could differ from the amount reported. Because the transaction price allocated to each performance obligation is recognized in full over the term of the contract, such differences would generally affect the timing of revenue recognition rather than the total revenue recognized over the life of the contract.

Revenue recognition for security guarding and screening services does not require us to exercise significant judgment or estimate.

When reading our financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. See “Note 2 — Summary of Significant Accounting Policies” to our financial statements for the disclosure of these accounting policies.

Recent Accounting Pronouncements

See Note 2 of the notes to the consolidated financial statements included elsewhere in this annual report for a discussion of recently issued accounting standards.

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The consolidated financial statements and related notes required by this item are contained on pages F-1 through F-38. 

ITEM 19. EXHIBITS

SIGNATURES 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on its behalf. 

SU GROUP HOLDINGS LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2024 AND 2025

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

SU Group Holdings Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SU Group Holdings Limited (the “Company”) as of September 30, 2024 and 2025, the related consolidated statements of operation, change in equity and cash flows for each of the two years in the period ended September 30, 2025, and the related notes(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Guangdong Prouden CPAs GP

Guangdong Prouden CPAs GP

We have served as the Company’s auditor since 2026.

Guangzhou, China
November 2, 2026 

SU GROUP HOLDINGS LIMITED 

CONSOLIDATED BALANCE SHEETS

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

SU GROUP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

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

SU GROUP HOLDINGS LIMITED 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY