Cover
Cover | 12 Months Ended |
Mar. 31, 2024 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Financial Statement Error Correction [Flag] | false |
Document Shell Company Report | false |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
ICFR Auditor Attestation Flag | false |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2024 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | FY |
Entity Information [Line Items] | |
Entity Registrant Name | Solowin Holdings, Ltd. |
Entity Central Index Key | 0001959224 |
Entity File Number | 001-41776 |
Entity Incorporation, State or Country Code | E9 |
Current Fiscal Year End Date | --03-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Shell Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Contact Personnel [Line Items] | |
Entity Address, Address Line One | Room 1910-1912A |
Entity Address, Address Line Two | Tower 3 |
Entity Address, Address Line Three | 33 Canton Road, Tsim Sha Tsui, Kowloon |
Entity Address, City or Town | China Hong Kong City |
Entity Address, Country | HK |
Entity Address, Postal Zip Code | 999077 |
Entity Listings [Line Items] | |
Title of 12(b) Security | Ordinary Shares, $0.0001 par value |
Trading Symbol | SWIN |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding | 15,500,000 |
Business Contact [Member] | |
Entity Contact Personnel [Line Items] | |
Contact Personnel Name | Mr. Shing Tak Tam |
Entity Address, Address Line One | Room 1910-1912A |
Entity Address, Address Line Two | Tower 3 |
Entity Address, Address Line Three | 33 Canton Road, Tsim Sha Tsui, Kowloon |
Entity Address, City or Town | China Hong Kong City |
Entity Address, Country | HK |
Entity Address, Postal Zip Code | 999077 |
Entity Phone Fax Numbers [Line Items] | |
City Area Code | (852) |
Local Phone Number | 3428-3893 |
Audit Information
Audit Information | 12 Months Ended |
Mar. 31, 2024 | |
Auditor [Table] | |
Auditor Name | WWC, P.C. |
Auditor Firm ID | 1171 |
Auditor Location | San Mateo, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 | |
Current assets: | |||
Cash and cash equivalents | $ 2,140 | $ 1,925 | |
Cash segregated for regulatory purpose | 5,111 | 5,589 | |
Receivables from: | |||
Prepaid expenses and other current assets, net | 1,392 | 513 | |
Loan receivables, net of allowance for expected credit losses of $410,000 and nil as of March 31, 2024 and 2023 | 574 | ||
Total current assets | 12,795 | 9,724 | |
Non-current assets: | |||
Investment in an associate | 254 | ||
Property and equipment, net | 150 | 32 | |
Right-of-use assets, net | 1,057 | 251 | |
Intangible assets, net | 77 | 64 | |
Refundable deposits | 618 | 156 | |
Prepaid expenses, net | 450 | ||
Total non-current assets | 2,606 | 503 | |
TOTAL ASSETS | 15,401 | 10,227 | |
Current liabilities: | |||
Payables to customers | 5,111 | 6,346 | |
Accruals and other current liabilities | 232 | 163 | |
Contract liabilities | 120 | ||
Income taxes payable | 55 | ||
Lease liabilities - current | 631 | 156 | |
Amount due to a related party | 6 | 6 | |
Total current liabilities | 6,038 | 6,791 | |
Non-current liabilities: | |||
Lease liabilities - non-current | 439 | 95 | |
Total non-current liabilities | 439 | 95 | |
TOTAL LIABILITIES | 6,477 | 6,886 | |
COMMITMENTS AND CONTINGENCIES | |||
Shareholders’ equity | |||
Ordinary shares (US$0.0001 par value per share; 1,000,000,000 shares authorized; 15,500,000 and 12,000,000 shares issued and outstanding as of March 31, 2024 and 2023) | [1] | 1 | 1 |
Additional paid-in capital | 14,908 | 4,785 | |
Accumulated losses | (5,984) | (1,428) | |
Accumulated other comprehensive losses | (1) | (17) | |
Total shareholders’ equity | 8,924 | 3,341 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 15,401 | 10,227 | |
Customers | |||
Receivables from: | |||
Receivables | 2,668 | 970 | |
Related Party | |||
Receivables from: | |||
Receivables | 220 | 309 | |
Amount due from related parties | 26 | 87 | |
Brokers-dealers and clearing organizations | |||
Receivables from: | |||
Receivables | 664 | 303 | |
Director | |||
Receivables from: | |||
Amount due from a director | 28 | ||
Current liabilities: | |||
Amount due to a director | $ 3 | ||
[1] Retrospectively restated for effect of share reorganization (see Note 1) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 | |
Allowance for expected credit losses | $ 410,000 | ||
Ordinary shares, par value per share (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized (in Shares) | [1] | 1,000,000,000 | 1,000,000,000 |
Ordinary shares, shares issued (in Shares) | [1] | 15,500,000 | 12,000,000 |
Ordinary shares, shares outstanding (in Shares) | [1] | 15,500,000 | 12,000,000 |
Customers | |||
Allowance for expected credit losses | $ 516,000 | $ 223,000 | |
Related Party | |||
Allowance for expected credit losses | 59,000 | ||
Brokers-dealers and clearing organizations | |||
Allowance for expected credit losses | $ 15,000 | ||
[1] Retrospectively restated for effect of share reorganization (see Note 1) |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | ||
Revenues | ||||
Total revenues | $ 4,291 | $ 4,453 | $ 3,256 | |
Expenses | ||||
Marketing and promotion expenses | 927 | 329 | 51 | |
Marketing and promotion expenses - related parties | 115 | 652 | ||
Commission and handling expenses | 15 | 7 | 1,370 | |
Professional fee | 774 | 371 | 199 | |
Information technology expenses | 383 | 439 | 332 | |
Office expenses | 342 | 227 | 231 | |
Allowance for expected credit losses | 854 | 18 | 99 | |
Employee benefits expenses | 5,043 | 1,289 | 944 | |
Interest expenses | 229 | |||
Share of results of an associate | 3 | |||
Other general and administrative expenses | 383 | 370 | 325 | |
Total expenses | 8,724 | 3,165 | 4,432 | |
Other income | ||||
Interest income | 29 | 1 | ||
Other income | 3 | 61 | 196 | |
Total other income | 32 | 61 | 197 | |
(Loss) income before income tax expense | (4,401) | 1,349 | (979) | |
Income tax expense | 155 | |||
Net (loss) income | (4,556) | 1,349 | (979) | |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustment | 16 | (8) | (5) | |
Total comprehensive (loss) income | $ (4,540) | $ 1,341 | $ (984) | |
Basic net (loss) income per share (in Dollars per share) | [1] | $ (0.33) | $ 0.11 | $ (0.09) |
Weighted average number of shares outstanding - basic (in Shares) | [1] | 13,724,658 | 12,000,000 | 10,364,300 |
Securities brokerage commissions and handling income | ||||
Revenues | ||||
Revenues | $ 51 | $ 74 | $ 1,844 | |
Investment advisory fees | ||||
Revenues | ||||
Revenues | 2,860 | 2,515 | 728 | |
Corporate consultancy service income | ||||
Revenues | ||||
Revenues | 120 | 951 | ||
Asset management income - related parties | ||||
Revenues | ||||
Revenues | 871 | 389 | 333 | |
Interest income | ||||
Revenues | ||||
Revenues | 128 | 27 | 351 | |
Referral income | ||||
Revenues | ||||
Revenues | $ 261 | $ 497 | ||
[1] Retrospectively restated for effect of share reorganization (see Note 1) |
Consolidated Statements of (L_2
Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income (Parentheticals) - $ / shares | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | ||
Income Statement [Abstract] | ||||
Diluted net (loss) income per share (in Dollars per share) | [1] | $ (0.33) | $ 0.11 | $ (0.09) |
Weighted average number of shares outstanding - diluted | [1] | 13,724,658 | 12,000,000 | 10,364,300 |
[1] Retrospectively restated for effect of share reorganization (see Note 1) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity - USD ($) $ in Thousands | Ordinary shares | Additional Paid-in Capital | Accumulated Losses | Accumulated Other Comprehensive Losses | Total | ||
Balance at Mar. 31, 2021 | $ 1 | $ 3,265 | $ (1,798) | $ (4) | $ 1,464 | ||
Balance (in Shares) at Mar. 31, 2021 | [1] | 8,081,300 | |||||
Shareholders’ contribution | [2] | 1,520 | 1,520 | ||||
Shareholders’ contribution (in Shares) | [1] | 3,918,700 | |||||
Foreign currency translation adjustment | (5) | (5) | |||||
Foreign currency translation adjustment (in Shares) | [1] | ||||||
Net Income (loss) | (979) | (979) | |||||
Balance at Mar. 31, 2022 | $ 1 | 4,785 | (2,777) | (9) | 2,000 | ||
Balance (in Shares) at Mar. 31, 2022 | [1] | 12,000,000 | |||||
Foreign currency translation adjustment | (8) | (8) | |||||
Foreign currency translation adjustment (in Shares) | [1] | ||||||
Net Income (loss) | 1,349 | 1,349 | |||||
Balance at Mar. 31, 2023 | $ 1 | 4,785 | (1,428) | (17) | 3,341 | ||
Balance (in Shares) at Mar. 31, 2023 | [1] | 12,000,000 | |||||
Issuance of ordinary shares through public offering, net | [2] | 6,313 | 6,313 | ||||
Issuance of ordinary shares through public offering, net (in Shares) | [1] | 2,000,000 | |||||
Share based compensations | [2] | 3,810 | 3,810 | ||||
Share based compensations (in Shares) | [1] | 1,500,000 | |||||
Foreign currency translation adjustment | 16 | 16 | |||||
Foreign currency translation adjustment (in Shares) | [1] | ||||||
Net Income (loss) | (4,556) | (4,556) | |||||
Balance at Mar. 31, 2024 | $ 1 | $ 14,908 | $ (5,984) | $ (1) | $ 8,924 | ||
Balance (in Shares) at Mar. 31, 2024 | [1] | 15,500,000 | |||||
[1]Retrospectively restated for effect of share reorganization (see Note 1)[2]Less than US$1,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Cash flows from operating activities: | |||
Net loss (income) | $ (4,556) | $ 1,349 | $ (979) |
Adjustment to reconcile net (loss) income to cash used in operating activities: | |||
Amortization of intangible assets | 7 | ||
Depreciation of property and equipment | 23 | 18 | 19 |
Allowance for expected credit losses | 854 | 18 | 99 |
Share based compensations | 3,810 | ||
Share of results of an associate | 3 | ||
Interest income from loan to a third party | (26) | ||
Lease expense | 257 | 168 | 171 |
Change in operating assets and liabilities: | |||
Change in receivables from customers | (2,038) | (1,050) | (79) |
Change in receivables from brokers-dealers and clearing organizations | (376) | (101) | (110) |
Change in refundable deposits | (462) | 2 | (48) |
Change in prepaid expenses and other current assets | (1,656) | (125) | (3) |
Change in amount due from a director | 28 | 2 | |
Change in loan to a director | 176 | ||
Change in payables to customers | (1,235) | (941) | (4,690) |
Change in contract liabilities | (120) | 120 | |
Change in accruals and other current liabilities | 69 | 89 | 53 |
Change in income taxes payable | 55 | ||
Change in lease liabilities | (244) | (168) | (171) |
Cash used in operating activities | (5,607) | (443) | (5,738) |
Cash flows from investing activities | |||
Purchase of intangible assets | (20) | ||
Purchase of property and equipment | (141) | (8) | (17) |
Acquisition of an associate | (257) | ||
Repayment of loan to a director | 233 | 131 | |
Loan to a third party | (958) | ||
Cash (used in) provided by investing activities | (1,376) | 225 | 114 |
Cash flows from financing activities | |||
Proceeds from shareholders’ contribution | 1,520 | ||
Net proceeds from initial public offering (“IPO”) | 7,065 | ||
Payment for IPO costs | (409) | (343) | |
Advance to related parties | 61 | (4) | (64) |
Repayment from a director | 4 | ||
Advance from a related party | 6 | ||
Advance from a director | 3 | ||
Cash provided by (used in) financing activities | 6,720 | (341) | 1,460 |
Net change in cash, cash equivalents and cash segregated for regulatory purpose | (263) | (559) | (4,164) |
Cash, cash equivalents and cash segregated for regulatory purpose at beginning of the year | 7,514 | 8,073 | 12,237 |
Cash, cash equivalents and cash segregated for regulatory purpose at the end of the year | 7,251 | 7,514 | 8,073 |
Supplementary cash flows information | |||
Cash paid for interest | 229 | ||
Cash received from interest | 29 | 1 | |
Cash paid for income taxes | 101 | ||
Supplemental schedule of non-cash investing and financing activities: | |||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 1,044 | 313 | |
Cash and cash equivalents | 2,140 | 1,925 | 977 |
Cash segregated for regulatory purpose | 5,111 | 5,589 | 7,096 |
Total cash, cash equivalents and cash segregated for regulatory purpose | $ 7,251 | $ 7,514 | $ 8,073 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Mar. 31, 2024 | |
Organization and Principal Activities [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Solowin Holdings (collectively the “Company”) is a company incorporated in Cayman Islands with limited liability on July 23, 2021. The Company is an investment holding company. Solomon JFZ (Asia) Holdings Limited (“SJFZ”) was incorporated on July 25, 2016. SJFZ is a limited liability corporation licensed with the Hong Kong Securities and Futures Commission (“HKSFC”) to carry out regulated activities including Type 1 (Dealing in Securities), Type 4 (Advising on Securities), Type 6 (Advising on Corporate Finance) and Type 9 (Asset Management). On December 4, 2023, as a part of the strategic expansion into the private wealth management business, the Company formed a new wholly owned subsidiary, Solomon Private Wealth Limited, under the laws of Hong Kong. The Company together with its subsidiaries (collectively the “Group”) are primarily engaged in providing securities brokerage, investment advisory service, corporate consultancy service and asset management service in Hong Kong. Details of the Company and its subsidiaries are set out in the table as follows: Date of Percentage of effective ownership Place of Name incorporation 2024 2023 incorporation Principal activities Solowin Holdings July 23, 2021 N/A N/A Cayman Islands Investment holding Solomon JFZ (Asia) Holdings Limited July 25, 2016 100 % 100 % Hong Kong Securities dealings and brokerage; advising on securities; corporate consultancy services; and asset management services Solomon Private Wealth Limited December 4, 2023 100 % N/A Hong Kong Wealth management and financial planning services Reorganization Previous to a group reorganization (the “Group Reorganization”), both the Company and Master Venus Limited (the “Predecessor Parent Company”), a company incorporated in Samoa, were ultimately owned 33% by Ms. Xue Yao (“Ms. Yao”), 34% by Mr. Ling Ngai Lok (“Mr. Lok”) and 33% by Mr. Xiaohang Zhang (“Mr. Zhang”). Pursuant to the Group Reorganization to rationalize the structure of the Company and its subsidiary in preparation for the listing of the shares, the Company becomes the holding company of SJFZ on October 17, 2022, which involves the transfer of the entire equity interest of SJFZ by the Predecessor Parent Company. The Company, together with its wholly-owned subsidiary, is effectively controlled by the same controlling shareholders, i.e., ultimately held as to 33% by Ms. Yao, 34% by Mr. Lok and 33% by Mr. Zhang, before and after the Group Reorganization and therefore the Group Reorganization is considered as a recapitalization of entities under common control. The consolidation of the Company and its subsidiary has been accounted for at historical cost. No amount is recognized in respect of goodwill or excess of acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of common control combination. The consolidated statements of (loss) income and comprehensive (loss) income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows are prepared as if the current group structure had been in existence throughout the years ended March 31, 2024 and 2023, or since the respective dates of incorporation/establishment of the relevant entity, where this is a shorter period. The consolidated balance sheets as of March 31, 2024 and 2023 present the assets and liabilities of the companies now comprising the Group which had been incorporated/established as at the relevant balance sheet date as if the current group structure had been in existence at those dates. On December 7, 2022, the Company’s shareholders and Board of Directors approved to amend the authorized share capital from US$10,000, divided into 10,000 ordinary shares of a par value of US$1 per share, to US$100,000, divided into 1,000,000,000 ordinary shares of a par value of US$0.0001 per share. The Company believes it is appropriate to reflect such changes in share structure on a retroactive basis pursuant to ASC 260. The Company has retroactively restated all shares and per share data for all periods presented. On the same day, the shareholders of the Company surrendered 488,000,000 ordinary shares of US$0.0001 par value each for no consideration. The issued and outstanding shares of the Company changed from 500,000,000 to 12,000,000. As a result, the Company had 1,000,000,000 authorized shares, par value of US$0.0001, of which 12,000,000 shares were issued and outstanding as of March 31, 2023. Initial Public Offering On September 6, 2023, the Company announced the closing of its IPO of 2,000,000 ordinary shares, US$0.0001 par value per share at an offering price of US$4.00 per share for a total of US$8,000,000 in gross proceeds. The Company raised total net proceeds of US$7,065,000, which was reflected in the consolidated statements of cash flows, after deducting underwriting discounts and commissions and offering expenses. The ordinary shares of the Company began trading on the Nasdaq Stock Market in the United States on September 7, 2023 under the symbol “SWIN”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to allowance for expected credit losses, useful lives and impairment for investment in an associate, property and equipment and intangible assets, fair value of financial instruments, share based compensations and contingencies. Actual results could vary from the estimates and assumptions that were used. Foreign currency translation and transaction and convenience translation The accompanying audited consolidated financial statements are presented in United States dollars (“$”). The functional currency of the Company is $ and the functional currency of the Company’s subsidiaries is the Hong Kong Dollars (“HKD”). The Company’s assets and liabilities are translated into $ from HKD at year-end exchange rates. Its revenues and expenses are translated at the average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. As of March 31, 2024 2023 Year-end spot rate 7.8257 7.8496 For the years ended 2024 2023 2022 Average rate 7.8243 7.8383 7.7843 Fair value measurement Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. ● Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Based on the short-term nature of cash and cash equivalents, cash segregated for regulatory purpose, receivables from customers, brokers-dealers and clearing organizations, other current assets, loan receivables, amount due from (to) a director, amount due from (to) related parties, payables to customers, accruals and other current liabilities and contract liabilities has determined that the carrying value approximates their fair values. The carrying amount of operating lease liabilities approximate their fair values since they bear an interest rate which approximates market interest rates. Related parties The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Cash and cash equivalents Cash and cash equivalents consist of deposits with banks and all highly liquid investments, with maturities of three months or less. The Company’s cash is held at well capitalized financial institutions, but they are not Federal Deposit Insurance Corporation (“FDIC”) insured. The Company maintains its cash in bank deposit accounts which at times may exceed insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk on cash and cash equivalents. Cash segregated for regulatory purpose The balance of cash segregated for regulatory purpose represents the bank balance that the Company held on behalf of customers. The Company maintains segregated bank accounts with authorized institutions to hold customers’ monies arising from its normal course of business. The Company’s cash segregated for regulatory purpose is held at well capitalized financial institutions, but they are not FDIC insured. The segregated customers account balance is restricted for customer transactions and governed by the Securities and Futures (Client Money) Rule under the Hong Kong Securities and Futures Ordinance. The Company has classified such segregated customers account balances as cash segregated for regulatory purpose and recognized the corresponding accounts payable to the respective customers under the liabilities section. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk on cash segregated for regulatory purpose. Receivables from customers and broker-dealers and clearing organizations Receivables from customers arise from (i) the business of dealing in investment securities for cash customers; (ii) investment advisory business; (iii) corporate consultancy business; and (iv) asset management business. Receivables from broker-dealers and clearing organizations arise from the business of investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. The balance of receivables from customers related to the Company’s customer in (i) trading activities; (ii) rendering the investment advisory services; (iii) rendering the corporate consultancy services; and (iv) rendering the asset management services. In evaluating the collectability of receivables balances, the Company considers specific evidence including the aging of the receivable, the customers’ payment history, its current creditworthiness, its underlying equity securities secured and current economic trends. The receivables from customers, broker-dealers and clearing organizations, such as Hong Kong Exchanges and Clearing Limited (“HKEx”), are viewed as past due or delinquent based on how recently payments have been received. The Company has contractual rights to receive cash on demand from customers, broker-dealers and clearing organizations. As of March 31, 2024 and 2023, no receivables from customers and broker-dealers are past due or delinquent based on the repayment history of customers, broker-dealers and clearing organizations. As of March 31, 2024 and 2023, no receivables from clearing organizations are past due or delinquent as the receivables are normally being settled within two days after the trade execution. The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit losses. The receivables are written off after all collection efforts have ceased. The receivables from customers related to trading activities are secured in the form of underlying equity securities. The Company is entitled to dispose such collateral held on behalf of the customers for the purpose of settling any liability owed. The Company applies the practical expedient based on collateral maintenance provisions under ASC 326, Financial Instruments – Credit Losses, in estimating an allowance for credit losses for receivables from customers. In accordance with the practical expedient, when the Company reasonably expects that borrowers (or counterparties, as applicable) will replenish the collateral as required, there is no expectation of credit losses when the collateral’s fair value is greater than the amortized cost of the financial asset. If the amortized cost exceeds the fair value of collateral, then credit losses are estimated only on the unsecured portion. As of March 31, 2024 and 2023, the allowance for expected credit losses on receivables from customers were $575,000 and $223,000, and the allowance for expected credit losses on receivables from broker-dealers and clearing organizations were $15,000 and nil Recently adopted accounting pronouncements – allowance for expected credit losses ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit losses methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective April 1, 2023, the first day of the Company’s fiscal year, using the modified retrospective method for all financial assets in scope. The adoption of this guidance did not materially impact on the net earnings and financial position and has no impact on the cash flows. Prepaid expenses and other current assets, net Prepayments and other current assets consist of cash advanced to suppliers for purchasing goods or services that have not been received or provided to the Company and prepayments to professional parties and marketing companies. Cash advanced to suppliers is refundable and bears no interest. Prepayments are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and reviewed periodically to determine whether their carrying value has become impaired. Deferred IPO costs Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, SEC filing and print related costs. As of March 31, 2024, all the IPO costs was charged against the gross proceeds upon the completion of IPO on September 6, 2023. As of March 31, 2023, the Company recorded a charge of $343,000 related to the IPO. Refundable deposit As a clearing member firm of HKEx, the Company is exposed to clearing member credit risk. HKEx requires member firms to deposit cash to a clearing fund. If a clearing member defaults in its obligations to clearing organizations in an amount larger than its own margin and clearing fund deposits, the shortfall is absorbed pro rata from the deposits of the other clearing members. HKEx has the authority to assess their members for additional funds if the clearing fund is depleted. A large clearing member default could result in a substantial cost if the Company is required to pay such additional funds. Rental deposits represent security payments made to lessors for the Company’s lease agreements entered. The Company made such security payments upon the commencement of the original lease agreements. The security deposit will be refunded to the Company upon the termination or expiration of the lease agreements as well as the delivery of the vacant leased properties to the lessors by the Company. Loan receivables Loan receivables are recognized when the Company, as a lender, provides the loan to borrowers as per the loan agreement. Loan receivables are initially measured at the amount of the loan provided. Subsequent to initial recognition, loan receivables are measured at amortized cost using the effective interest method, which includes the recognition of interest income less any allowance for expected credit losses. As of March 31, 2024 and 2023, the allowance for expected credit losses on loan receivables were $410,000 and nil Investment in an associate An associate is an entity over which the Company has significant influence, but not control or joint control, over the financial and operating policies of the entity. Significant influence is presumed to exist when the Company holds 20% or more of the voting power of another entity. The Company accounts for its investment in an associate using the equity method. On acquisition of the investment, any excess of the cost of the investment over the Company’s share of the net fair value of the investee’s identifiable assets and liabilities represents goodwill and is included in the carrying amount of the investment. Any excess of the Company’s share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment is included as income in the determination of the Company’s share of the associate’s profit or loss in the period in which the investment is acquired. Under the equity method, the investment in an associate is carried at cost plus post-acquisition changes in the Company’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment separately. After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in its associate. At each reporting date, the Company determines whether there is objective evidence that the investment in an associate is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognizes the loss within “Share of results of an associate” in the consolidated statements of (loss) income and comprehensive (loss) income. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. The cost of an item of property and equipment comprises its purchase price and any directly attributable costs of bringing the item to its present working condition and location for its intended use. Expenditure incurred after the item has been put into operation, such as repairs and maintenance and overhaul costs, is normally charged to the consolidated statements of (loss) income and comprehensive (loss) income in the year in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the item, the expenditure is capitalized as an additional cost of the item. Depreciation is provided to write off the cost of items of property and equipment over their estimated useful lives and after taking into account their estimated residual value, using the straight-line method, at the following estimated useful lives: Furniture and fixtures 5 years Office equipment 5 years Computer equipment 3.3 years Leasehold improvements Shorter of the lease terms or the estimated useful lives of the assets An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of (loss) income and comprehensive (loss) income in the year the asset is derecognized. Intangible assets, net Intangible assets are originally recognized at cost. The useful lives of intangible assets are assessed to be either finite or indefinite. The Company’s intangible assets consist of the trading platform system and eligibility rights to trade on or through HKEx. The trading platform system is considered by the management as having a finite useful life of two years. Accordingly, the trading platform system is amortized on a straight-line basis over two years. The estimated useful life and amortization method of an intangible asset with finite life are reviewed at the end of each reporting period, with the effect of any changes in estimated being accounted for on a prospective basis. Management has determined that trading rights have indefinite useful lives. These trading rights are not amortized and tested for impairment annually either individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis. Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the years ended March 31, 2024, 2023 and 2022. Payables to customers Payables to customers arise from the business of dealing in investment securities. Payables to customers represent payables related to the Company’s customer trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to cover the positions taken by its customers, clearing house payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers. Contract liabilities Contract liabilities arise from corporate consultancy services. The Company is entitled to receive an upfront payment upon signing the financial advisory contract as contract liabilities. These payments are non-refundable and contract liabilities will be recognized as revenue in future periods when the Company completes its performance obligations based on the point in time either (a) when the deliverables, in the form of reports are delivered based on the specific terms of the contract; or (b) lapse of the financial advisory contract. Commitments and contingencies In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter. There were no material commitments or contingencies as of March 31, 2024 and 2023. Revenue recognition In May 2014, the FASB issued Topic 606, “Revenue from Contracts with Customers”. This topic clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. Simultaneously, this topic supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company currently generates its revenue from the following main sources: Securities brokerage commissions and handling income Securities brokerage commission income generated by provision of securities brokerage services of executing trades to customers, who are individual customers or brokers, and is recognized at a point in time (trade date) when the performance obligation has been satisfied by the completion of trades and the risks and rewards of ownership have been transferred to/from the customer. The Company acts as an agent. The transaction price is a variable consideration as the price is determined by a fixed percentage of transaction amounts. Commission fees are directly charged from the customer’s account when the transactions are executed. Handling income generated from providing services such as settlement (clearing) of securities, new share subscription services in relation to IPOs and dividend collection, to individual customers or brokers. Securities settlement service income is recognized at a point in time when the transactions are completed. The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. New share subscription handling income is recognized at the time when the performance obligation has been satisfied by successfully submitting IPO subscription to banks on behalf of customers. New share subscription handling income is fixed per IPO subscription order and no variable consideration in the transaction. Dividend collection handling income is recognized at the time when the performance obligation has been satisfied by receiving dividends by the Company on behalf of customers. When the Company receives the cash dividend distributed by the stocks on behalf of customers, the net dividend will be distributed and deposited into the account of the customers, after deducting the dividend collection handling fees. Dividend collection handling income is charged at fixed percentage of dividend collected and therefore the transaction price is a variable consideration as the price is determined to be a fixed percentage of dividend amount. The Company acts as an agent and handling income is directly charged from the customer’s account when the transactions are executed. Investment advisory service income Investment advisory income are recognized when the relevant advice has been provided or the relevant services have been rendered. The Company enters into a distinct contract with its customers as a principal for the provision of investment advisory services. The Company provides customers with global economic information, industry analysis, investment recommendations and portfolio allocation strategies. The Company concludes that each monthly investment advisory service is both (1) distinct and (2) it meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. Therefore, the Company concludes that the monthly investment advisory services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. There is no variable consideration in the transaction price. Accordingly, based on the output methods, the Company recognizes revenues from investment advisory services on a monthly basis when it satisfies its performance obligations throughout the contract terms. The Company issues invoices to customers quarterly and the contractual payment terms are typically due no more than 30 days from invoicing. Corporate consultancy service income Corporate consultancy service income generated by acting as financial advisers (a) to customers, including but not limited to listed companies or companies planning for IPO, advising on the terms and structures of the proposed corporate transactions, or the relevant implications and compliance matters under the Hong Kong regulatory framework for listed companies; and (b) to customers pursuing listing on other stock exchange, such as Nasdaq Stock Market, in return for consultancy service fee. The Company enters into a distinct contract with its customers for the provision of corporate consultancy services. The scope of work under consultancy services can vary from project to project and generally involves a series of tasks which are interrelated and are not separable or distinct as the Company’s customers cannot benefit from any standalone task. Therefore, the entire transaction prices of consultancy services are generally allocated to a single performance obligation. The transaction price might be variable even when the stated price in the contract is fixed because the Company may be entitled to upfront payment only when the contract is lapsed before completion of consultancy services. Payment is typically made in installments, with an upfront payment received upon signing the contract and subsequent payments made based on the completion of specific service stages as outlined in the contract between the Company and the customer. The transaction price and payment terms are stated in the contract for each individual engagement. Corporate consultancy service income received from customers is non-refundable and the Company is entitled to receive upfront payment upon signing the contract. Revenue from upfront payment and other installments is recognized based on the point in time either (a) when the deliverables, in the form of reports are delivered based on the specific terms of the contract; or (b) lapse of the consultancy service contract. There were no contract asset balances as of March 31, 2024 and 2023. As of March 31, 2024 and 2023, the contract liability balances were nil Asset management service income Revenue from asset management is primarily in connection with (i) services as an investment manager or an advisor from funds or investments; and (ii) fund subscription services to customers. The Company rendered management services to individual customers as a principal, which are recorded over the period of service provided. Asset management service fee is charged by the Company to funds monthly and collected directly out of custodial accounts. The Company acts as a principal to provide asset management services directly to individual customers. The services include market research, asset allocation, equity selection, regular portfolio oversight, risk reassessment and rebalancing as needed. The Company charges customers management fees at a fixed percentage of asset value under management in accordance with the agreement. The fee is due and paid within the specified terms of payment. The transaction price is a variable consideration as the price is determined to be a fixed percentage of asset value. Performance fees are accounted for when the return on assets under management, over a given period established in each fund’s private memorandum, exceeds certain return benchmarks or other performance benchmarks, depending on each fund’s private memorandum. Performance fees are calculated on an annual basis. Performance fees are a form of variable consideration. The Company recognizes these fees at a point in time when the associated performance obligations are satisfied, the related uncertainties are resolved, the likelihood of a claw-back or reversal is improbable and the likely amount of the transaction prices can be estimated without significant chance of reversal, indicating high probability of economic benefits and cash inflow to the Company. Subscription fees charged to fund subscriber for subscription of funds are recognized at a point in time when participating share is successfully subscribed. The Company acts as an agent between funds and fund subscribers to provide fund subscription services and charges fund subscription fee at fixed rate with reference to size of subscription amount to fund subscriber through funds when the subscription of funds is completed, and typically due in no more than 30 days from invoicing. The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. Interest income The Company earns interest income primarily from its rolling cash balance accounts or IPO financing offered by the Company to customers in relation to the securities brokerage services. Revenue is recognized over the period that the rolling cash balance account or IPO financing are outstanding. The Company offers rolling cash balance account or IPO financing to individual customers as a principal. Interest income is directly charged at fixed percentage over the financing amount from the customer’s account when customers repay the balance account or principal amount of IPO financing. The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. Referral income Referral income generated by provision of referral services by acting as agent to corporate customers or brokers. The Company refers investors to corporate customers or brokers and earns referral income. The Company enters into a distinct referral agreement with corporate customers or brokers for the provision of referral services. The referral service is distinct and is identified as one performance obligation. The transaction price is a variable consideration as the consideration is determined to be a fixed percentage of subscription amount in the transaction, either IPO or fund raised in other fundraising activities. Revenue from providing referral services to customers is recognized at a point in time when the transaction and the performance is completed, which is generally at the completion of an IPO or fundraising activities. Other income Interest income is mainly generated from loan to third party, savings and time deposits which are less than one year, and is recognized on an accrual basis using the effective interest method. Interest income receives from banks on a monthly basis. Government subsidies Government subsidies are recognized as income over periods necessary to match them with the related costs they are intended to compensate, on a systematic basis when there is reasonable assurance that the Company will comply with the conditions attaching of them, such as the Company is required to stay in the same level of employment, are fulfilled and the subsidies will be received. A government subsidy that becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company, with no future related costs or obligations, is recognized as income of the period in which it becomes receivable. During the years ended March 31, 2024, 2023 and 2022, the Company recognized government subsidies of $3,000, $49,000 and nil Commission and handling expenses Commission and handling expenses for executing and/or clearing transactions are accrued on a trade-date basis and are expensed as incurred. General and administrative expenses General and administrative expenses mainly consist of staff cost, lease expense, office supplies and upkeep expenses, legal and professional fees, and other miscellaneous administrative expenses. Leasing The Company is a lessee of non-cancellable operating leases for offices. The Company determines if an arrangement is a |
Segment Information
Segment Information | 12 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 3. SEGMENT INFORMATION The Company has four reportable segments: securities related services, investment advisory services, asset management services and corporate consultancy services. Segments were identified based on the Company’s internal reporting and how the chief operating decision maker (“CODM”) assesses the performance of the business. The securities related services segment generated commission and handling income by offering securities dealing and brokerage services, securities underwriting and placing services, IPO subscription and other financing services. The investment advisory services segment generated income when the relevant investment advice services have been provided or the relevant services have been rendered. The corporate consultancy services segment generated income when the relevant corporate consultancy services have been provided. The asset management services segment generated asset management fee, performance fee and fund subscription fee by providing asset management services. All assets of the Company are located in Hong Kong and all revenues are all generated in Hong Kong. Key financial performance measures of the segments are as follows: Year ended March 31, 2024 Securities Investment Asset Corporate Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 312 2,860 871 120 - 4,163 Revenues - interest income 128 - - - - 128 Total revenues 440 2,860 871 120 - 4,291 Commission and handling expenses (15 ) - - - - (15 ) General and administrative expenses (387 ) - 52 - (1,517 ) (1,852 ) Marketing and promotion expenses - - - - (927 ) (927 ) Allowance for expected credit losses (364 ) (21 ) (59 ) - (410 ) (854 ) Depreciation of property and equipment - - - - (23 ) (23 ) Amortization of intangible assets - - - - (7 ) (7 ) Employee benefits expenses - - - - (5,043 ) (5,043 ) Share of results of an associate - - - - (3 ) (3 ) Total expenses (766 ) (21 ) (7 ) - (7,930 ) (8,724 ) Interest income - - - - 29 29 Other income - - - - 3 3 Total other income - - - - 32 32 (Loss) income before income tax expense (326 ) 2,839 864 120 (7,898 ) (4,401 ) Total assets 7,851 619 246 - 6,685 15,401 Total liabilities (5,136 ) - - - (1,341 ) (6,477 ) Net assets (liabilities) 2,715 619 246 - 5,344 8,924 Year ended March 31, 2023 Securities Investment Asset Corporate Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 571 2,515 389 951 - 4,426 Revenues - interest income 27 - - - - 27 Total revenues 598 2,515 389 951 - 4,453 Commission and handling expenses (7 ) - - - - (7 ) General and administrative expenses (493 ) (2 ) (1 ) - (893 ) (1,389 ) Marketing and promotion expenses (6 ) (108 ) - - (330 ) (444 ) Allowance for expected credit losses (18 ) - - - - (18 ) Depreciation of property and equipment - - - - (18 ) (18 ) Employee benefits expenses - - - - (1,289 ) (1,289 ) Total expenses (524 ) (110 ) (1 ) - (2,530 ) (3,165 ) Other income - - 1 - 60 61 Income (loss) before income tax expense 74 2,405 389 951 (2,470 ) 1,349 Total assets 6,068 320 345 600 2,894 10,227 Total liabilities (6,349 ) - - (120 ) (417 ) (6,886 ) Net assets (liabilities) (281 ) 320 345 480 2,477 3,341 Year ended March 31, 2022 Securities Investment Asset Corporate Total $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 1,844 728 333 - 2,905 Revenues - interest income 351 - - - 351 Total revenues 2,195 728 333 - 3,256 Commission and handling expenses (1,370 ) - - - (1,370 ) General and administrative expenses (408 ) - (35 ) (625 ) (1,068 ) Marketing and promotion expenses (40 ) (446 ) (195 ) (22 ) (703 ) Allowance for expected credit losses (99 ) - - - (99 ) Depreciation of property and equipment - - - (19 ) (19 ) Employee benefits expenses - - - (944 ) (944 ) Interest expenses (229 ) - - - (229 ) Total expenses (2,146 ) (446 ) (230 ) (1,610 ) (4,432 ) Other income 15 - 4 177 196 Interest income - - - 1 1 Total other income 15 - 4 178 197 Income (loss) before income tax expense 64 282 107 (1,432 ) (979 ) Total assets 7,354 112 122 1,871 9,459 Total liabilities (7,318 ) - - (141 ) (7,459 ) Net assets 36 112 122 1,730 2,000 |
Investment in an Associate
Investment in an Associate | 12 Months Ended |
Mar. 31, 2024 | |
Investment in an Associate [Abstract] | |
INVESTMENT IN AN ASSOCIATE | 4. INVESTMENT IN AN ASSOCIATE On March 5, 2024, the Company (as the buyer) entered into a membership interest purchase agreement with Cambria Capital, LLC (“Cambria Capital”), a Utah limited liability company and broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”), and Cambria Asset Management, Inc., a Nevada corporation, the sole owner of the Cambria Capital. Pursuant to the agreement, the Company will purchase 100% of the membership interests in Cambria Capital for a total purchase price of $700,000, subject to the satisfaction or waiver of the conditions precedent set forth in the membership interest purchase agreement. The transaction will be completed through two closings, the first of which consists of the payment of $200,000 in exchange for an acquisition of 24.9% of Cambria Capital’s membership interests. The parties have closed the acquisition of the 24.9% interest on March 25, 2024 and are working on a continuing membership application requesting approval for a change of ownership, control, or business operations to be filed with FINRA in accordance with FINRA Rule 1017 (the “Rule 1017 Application”). In the event that FINRA approves the Rule 1017 Application and Cambrian Capital’s application to conduct firm commitment underwritten offerings, The Company will have the right to consummate the second closing, pursuant to which The Company will pay $500,000 in exchange for the remaining 75.1% of the membership interests in Cambria Capital. As of the date these consolidated financial statements are available, the transaction was not completed. The Company’s investment in an associate is summarized below: As of March 31, 2024 $’000 Beginning balance - Cost of acquisition 257 Share of post-acquisition loss (3 ) Ending balance 254 The following table illustrates the summarized unaudited financial information of the Company’s associate as of March 31, 2024 (and not the Company’s share of those amounts), adjusted for difference in accounting policies between the Company and the associate, if any. As of March 31, 2024 $’000 Current assets 376 Non-current assets 1 Current liabilities (61 ) Net assets of the associate 316 Revenue 92 Loss for the year (167 ) Reconciliation of the summarized financial information presented to the carrying amount of the Company’s investment in the associate is as follows: As of March 31, 2024 $’000 Net assets 316 Group’s equity interest 24.9 % Group share of net assets 79 Goodwill 175 Carrying value 254 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 5. PROPERTY AND EQUIPMENT NET Property and equipment consist of the following: As of March 31, 2024 2023 $’000 $’000 Leasehold improvement 106 33 Computers equipment 64 41 Furniture and fixtures 48 6 Office equipment 6 3 Less: accumulated depreciation (74 ) (51 ) Property and equipment, net 150 32 Depreciation expense for the years ended March 31, 2024, 2023 and 2022, was $23,000, $18,000 and $19,000, respectively. |
Right-of-Use Assets and Lease L
Right-of-Use Assets and Lease Liabilities | 12 Months Ended |
Mar. 31, 2024 | |
Right-of-Use Assets and Lease Liabilities [Abstract] | |
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES | 6. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES The Company is a lessee of non-cancellable operating leases for corporate office in Hong Kong. The Company’s ROU assets and operating lease liabilities recognized in the consolidated balance sheets consist of the following: As of March 31, 2024 2023 $’000 $’000 Operating lease ROU assets 1,057 251 As of March 31, 2024 2023 $’000 $’000 Operating lease liabilities Current portion 631 156 Non-current portion 439 95 Total 1,070 251 As of March 31, 2024 2023 Operating leases: Weighted average remaining lease term (years) 2 2 Weighted average discount rate 5.83 % 5. 38 % During the years ended March 31, 2024, 2023 and 2022, the Company incurred lease expense of approximately $257,000, $168,000 and $171,000, respectively. The maturity analysis of the Company’s non-cancelable operating lease obligations as of March 31, 2024 is as follows: Operating leases $’000 Year ending March 31, 2024 674 Year ending March 31, 2025 450 Total undiscounted lease obligations 1,124 Less: imputed interest (54 ) Lease liabilities recognized in the consolidated balance sheet 1,070 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net [Abstract] | |
INTANGIBLE ASSETS, NET | 7. INTANGIBLE ASSETS NET Intangible assets consist of the following: As of March 31, 2024 2023 $’000 $’000 Trading rights 64 64 Trading platform system 20 - Less: accumulated amortization (7 ) - Intangible assets, net 77 64 Amortization expense for the years ended March 31, 2024, 2023 and 2022, was $7,000, nil nil |
Receivables from Customers and
Receivables from Customers and Broker-Dealers and Clearing Organization, Net | 12 Months Ended |
Mar. 31, 2024 | |
Receivables from Customers and Broker-Dealers and Clearing Organization, Net [Abstract] | |
RECEIVABLES FROM CUSTOMERS AND BROKER-DEALERS AND CLEARING ORGANIZATION, NET | 8. RECEIVABLES FROM CUSTOMERS AND BROKER-DEALERS AND CLEARING ORGANIZATION, NET Receivables from customers and broker-dealers and clearing organizations, net comprised the following: As of March 31 2024 2023 $’000 $’000 Receivables from: Customers 3,463 1,502 Brokers-dealers and clearing organizations 679 303 Sub-total 4,142 1,805 Less: allowance for expected credit losses (590 ) (223 ) Total 3,552 1,582 The movement of the allowance for expected credit losses for receivables from customers and broker-dealers and clearing organizations was as follows: As of March 31 2024 2023 $’000 $’000 Beginning balance 223 205 Allowance for expected credit losses recognized 444 18 Write-offs (77 ) - Ending balance 590 223 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets, Net | 12 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses and Other Current Assets, Net [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET | 9. PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET As of March 31, 2024 2023 $’000 $’000 Current Prepaid professional fee (note a) 460 72 Prepaid information technology expenses 30 60 Prepaid office expenses 82 29 Prepaid marketing expenses (note b) 813 - Deferred IPO costs - 343 Others 7 9 Total prepaid expenses and other current assets, net - current 1,392 513 Non-current Prepaid professional expenses (note a) 450 - Total prepaid expenses - non-current 450 - Note: (a) Prepaid professional fee are virtual asset business solutions consultancy fee advanced to the advisors. The service is expected to be provided from year 2024 to year 2028. (b) Prepaid marketing expenses are associated with marketing, branding creation, and AI video production services that are paid for in advance to marketing firms. |
Loan Receivables, Net
Loan Receivables, Net | 12 Months Ended |
Mar. 31, 2024 | |
Loan Receivables, Net [Abstract] | |
LOAN RECEIVABLES, NET | 10. LOAN RECEIVABLES, NET As of March 31 2024 2023 $’000 $’000 Loan to a third party (including interest receivable of $26,000) 984 - Less: allowance for expected credit losses (410 ) - Total 574 - On October 18, 2023, the Company (as the lender) entered into a loan agreement with a Hong Kong company (as the borrower), which is an independent third party of the Company, pursuant to which the Company agreed to provide a 1-year loan of HK$7,500,000 (equivalent to approximately US$958,000) to the borrower for its current activities, with a fixed interest of HK$400,000 (equivalent to approximately US$51,000) which is due in full upon repayment of the loan on the maturity date of October 17, 2024. As of March 31, 2024, the net carrying amount of the loan receivables was $574,000, which included an interest receivable of $26,000. The loan had been fully repaid and settled in July 2024. Interest income for the loan receivables for the years ended March 31, 2024, 2023 and 2022 was $26,000, nil nil The movement of the allowance for expected credit losses for loan receivables was as follows: As of March 31 2024 2023 $’000 $’000 Beginning balance - - Allowance for expected credit losses recognized 410 - Ending balance 410 - |
Accruals and Other Current Liab
Accruals and Other Current Liabilities | 12 Months Ended |
Mar. 31, 2024 | |
Accruals and Other Current Liabilities [Abstract] | |
ACCRUALS AND OTHER CURRENT LIABILITIES | 11. ACCRUALS AND OTHER CURRENT LIABILITIES As of March 31, 2024 2023 $’000 $’000 Accrued payroll and welfare expenses 8 5 Accrued professional fee 156 136 Other accruals and payables 68 22 Total 232 163 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Mar. 31, 2024 | |
Shareholders' Equity [Abstract] | |
SHAREHOLDERS' EQUITY | 12. SHAREHOLDERS’ EQUITY On September 6, 2023, the Company announced the closing of its IPO of 2,000,000 ordinary shares, US$0.0001 par value per share at an offering price of US$4.00 per share for a total of US$8,000,000 in gross proceeds. The Company raised total net proceeds of US$7,065,000, which was reflected in the consolidated statements of cash flows, after deducting underwriting discounts and commissions and outstanding offering expenses. During the process of IPO, the Company incurred an aggregate of approximately US$720,000 for underwriting discounts and commissions and US$967,000 for total offering expenses as of March 31, 2024. At the date of closing of IPO, the underwriting discounts and commissions and total offering expenses of approximately US$1,687,000 were offset against the gross proceeds of US$8,000,000 resulted in net amount of approximately US$6,313,000 which was recognized in additional paid-in capital of the Company. Share-based payments The Company has adopted an Equity Incentive Plan on November 6, 2023, pursuant to which the Company is authorized to grant equity awards in the form of incentive share options, nonstatutory share options, restricted shares, restricted share units and share appreciation rights to employees, directors, and consultants of the Company or any affiliates of the Company. On November 7, 2023, the Company approved to grant equity awards of 1,500,000 shares to employees of SJFZ for their past efforts in services, which were vested immediately upon grant. On the same day, the Company issued 1,500,000 ordinary shares to the employees. The shares were valued at US$3,810,000, which was based on the value of the Company’s ordinary shares at the grant date. The total outstanding restricted shares at March 31, 2024 is 1,500,000. During the year ended March 31, 2024, the total expenses related to share-based compensation amounted to US$3,810,000. All outstanding awards are settleable with ordinary shares and not cash. |
Disaggregated Revenue
Disaggregated Revenue | 12 Months Ended |
Mar. 31, 2024 | |
Disaggregated Revenue [Abstract] | |
DISAGGREGATED REVENUE | 13. DISAGGREGATED REVENUE The following is the Company’s revenue from contracts with customers that are recognized at a point in time, in accordance with ASC Topic 606, by major transactional based services: For the years ended 2024 2023 2022 $’000 $’000 $’000 Securities brokerage services Securities brokerage commission income 25 55 117 Securities brokerage handling income 26 19 1,727 Total securities brokerage services income 51 74 1,844 Asset management services Fund subscription fee – related parties 22 3 195 Corporate consultancy services Consultancy service income 120 951 - Other services Referral income 261 497 - Total revenues recognized at a point in time 454 1,525 2,039 The following is the Company’s revenue from contracts with customers for services recognized over a period of time in accordance with ASC Topic 606, by major service type: For the years ended 2024 2023 2022 $’000 $’000 $’000 Interest income IPO financing - - 322 Other securities brokerage financing 128 27 29 Total interest income 128 27 351 Investment advisory services Consultancy income 2,860 2,515 728 Asset management services Management fee income – related parties 311 236 95 Performance fee income – related parties 538 150 43 Total asset management services income 849 386 138 Total revenues recognized over a period of time 3,837 2,928 1,217 |
Other Income
Other Income | 12 Months Ended |
Mar. 31, 2024 | |
Other Income [Abstract] | |
OTHER INCOME | 14. OTHER INCOME For the years ended 2024 2023 2022 $’000 $’000 $’000 Government subsidies 3 49 - Other consultancy income - - 160 Exchange gain on foreign currency translation - 11 16 Others - 1 20 Total 3 61 196 Note: The government subsidies were granted for the year ended March 31, 2024 by the Reimbursement of Maternity Leave Pay Scheme from the Hong Kong Government to reimburse partial statutory maternity leave pay under the Employment Ordinance that is required to be paid and has been paid to the employee. The government subsidies for the year ended March 31, 2023 were granted by the Employment Support Scheme (“ESS”) under the Anti-epidemic fund from the Hong Kong Government to provide financial support to enterprises to retain their employees. Employers participating in ESS were required to undertake and warrant that they would: (i) not implement redundancies during the subsidy period; and (ii) spend all the wage subsidies on paying wages to their employees. There were no unfulfilled conditions nor other contingencies attached to the ESS funding. |
Employee Benefits Expenses
Employee Benefits Expenses | 12 Months Ended |
Mar. 31, 2024 | |
Employee Benefits Expenses [Abstract] | |
EMPLOYEE BENEFITS EXPENSES | 15. EMPLOYEE BENEFITS EXPENSES For the years ended 2024 2023 2022 $’000 $’000 $’000 Salaries and other short term employee benefits 1,195 1,258 915 Payments to defined contribution pension schemes 38 31 29 Share based compensations 3,810 - - Total 5,043 1,289 944 |
Income Tax
Income Tax | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax [Abstract] | |
INCOME TAX | 16. INCOME TAX Cayman Islands Under the current and applicable laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong SJFZ is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the years ended March 31, 2024, 2023 and 2022 Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime. The applicable tax rate for the first HKD 2 million of assessable profits is 8.25% and assessable profits above HKD 2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong. (Loss) income before income tax expense is attributable to the following tax jurisdictions: For the years ended 2024 2023 2022 $’000 $’000 $’000 Hong Kong 1,559 1,358 (979 ) Cayman Islands (5,960 ) (9 ) - (Loss) income before income tax expense (4,401 ) 1,349 (979 ) The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the years ended March 31, 2024, 2023 and 2022. For the years ended 2024 2023 2022 $’000 $’000 $’000 (Loss) income before income tax expense (4,401 ) 1,349 (979 ) Tax at Hong Kong statutory tax rate of 16.5% (726 ) 223 (162 ) Effect of tax-exempt for the Company incorporated in Cayman Islands 984 1 - Tax effect on non-assessable income - (8 ) - Tax effect on non-deductible expenses 60 53 4 Tax effect on deductible temporary differences (2 ) 6 17 Tax effect on tax losses not recognized - - 141 Tax effect of utilization of tax losses previously not recognized (140 ) (275 ) - Tax concession (21 ) - - Income tax expense 155 - - The following table sets forth the significant components of the deferred tax assets of the Company as of March 31, 2024 and 2023: As of March 31, 2024 2023 $’000 $’000 Deferred tax assets, net: Net operating loss carryforwards - 140 Less: valuation allowance - (140 ) Deferred tax assets, net: - - The movement of valuation allowance is as follows: As of March 31, 2024 2023 $’000 $’000 Beginning balance 140 415 Operating loss utilized (140 ) (275 ) Ending balance - 140 The Group had nil |
Related Party Transactions and
Related Party Transactions and Balances | 12 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions and Balances [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 17. RELATED PARTY TRANSACTIONS AND BALANCES Nature of relationships with related parties Name Relationship with the Company Grow World LPF Entity controlled by Mr. Lok and Ms. Yao Grow World II LPF Entity controlled by Mr. Lok and Ms. Yao Solomon Capital Fund SPC Entity controlled by Mr. Lok and Ms. Yao Tek Fong Group Limited Entity controlled by Mr. Lok and Ms. Yao Master Venus Limited Entity controlled by Mr. Zhang, Mr. Lok and Ms. Yao Mr. Lok Shareholder and director of the Company Ms. Yao Shareholder and director of SJFZ Mr. Shing Tak Tam (“Mr. Tam”) Chief Executive Officer and director of the Company Related parties transactions For the years ended Name Nature 2024 2023 2022 $’000 $’000 $’000 Grow World LPF Asset management income 10 40 - Solomon Capital Fund SPC Asset management income 815 349 333 Grow World II LPF Asset management income 46 - - Total asset management income 871 389 333 Solomon Capital Asset Management Limited Expense for referral of customers (included in general and administrative expenses) - - 59 Tuoyin Technology Limited Expense for referral of customers (included in general and administrative expenses) - - 136 Tek Fong Group Limited Expense for referral of customers (included in general and administrative expenses) - 45 - Mr. Lok Expense for referral of customers (included in general and administrative expenses) - 64 - Mr. Tam Expense for referral of customers (included in general and administrative expenses) - 6 10 Ms. Yao Expense for referral of customers (included in general and administrative expenses) - - 447 Total expense for referral of customers - 115 652 Tuoyin Technology Limited Consultancy income (included in other income) - - 100 Mr. Lok Loan interest income - - 1 Balance with related parties Name Nature As of March 31, 2024 2023 $’000 $’000 Grow World LPF Receivable from customers 1 40 Grow World II LPF Receivable from customers 19 - Solomon Capital Fund SPC Receivable from customers 200 269 Total receivable from customers 220 309 Solomon Capital Fund SPC Amount due from related parties 26 36 Master Venus Limited Amount due from related parties - 51 Total amount due from related parties 26 87 Mr. Lok Amount due from a director - 28 Mr. Lok Amount due to a director (3 ) - Ms. Yao Amount due to a related party (6 ) (6 ) Amounts due from (to) related parties and directors are unsecured, non-interest bearing and repayable on demand. These balances are non-trade in nature except for $220,000 (as of March 31, 2023: $309,000) represented asset management income receivables as of March 31, 2024. Remuneration to senior management for the years ended March 31, 2024, 2023 and 2022 were: For the years ended 2024 2023 2022 $’000 $’000 $’000 Salaries and other short term employee benefits 518 706 255 Payments to defined contribution pension schemes 12 11 7 Total 530 717 262 |
Regulatory Requirements
Regulatory Requirements | 12 Months Ended |
Mar. 31, 2024 | |
Regulatory Requirements [Abstract] | |
REGULATORY REQUIREMENTS | 18. REGULATORY REQUIREMENTS The following table summarizes the minimum regulatory capital as established by the HKSFC that the Company were required to maintain as of March 31, 2024 and 2023 and the actual amounts of capital that were maintained. Capital requirements as of March 31, 2024 Minimum Capital $’000 $’000 Solomon JFZ (Asia) Holdings Limited 383 3,573 Capital requirements as of March 31, 2023 Minimum Capital $’000 $’000 Solomon JFZ (Asia) Holdings Limited 383 1,632 The Company’s operation subsidiary maintains a capital level greater than the minimum regulatory capital requirements and it is in compliance with the minimum regulatory capital established by the HKSFC. |
Concentrations and Risks
Concentrations and Risks | 12 Months Ended |
Mar. 31, 2024 | |
Concentrations and Risks [Abstract] | |
CONCENTRATIONS AND RISKS | 19. CONCENTRATIONS AND RISKS Credit risk Bank balances The Company believes that there is no significant credit risk associated with cash in Hong Kong, which were held by reputable financial institutions in the jurisdiction where the Company’s Hong Kong subsidiaries is located. Cash segregated for regulatory purpose is deposited in financial institutions as required by the Hong Kong Securities and Futures Ordinance. These financial institutions are of sound credit ratings and hence management believes that there is no significant credit risk related to cash held for regulatory purpose. Receivables from customers The Company’s securities trading activities are transacted on either a cash or margin basis. The Company’s credit risk is limited because substantially all of the contracts entered into are settled directly at securities clearing organizations. In margin transactions, the Company extends credit to customers subject to various regulatory and internal margin requirements, collateralized by cash and securities in the customers’ account. IPO loans are exposed to credit risk from customers who fail to repay the loans upon IPO stock allotment. The Company monitors the customers’ collateral level and has the right to dispose of the newly allotted stocks once the stocks first start trading. No IPO loans are outstanding as of March 31, 2024 and 2023. In connection with its clearing activities, the Company is obligated to settle transactions with brokers and other financial institutions even if its customers fail to meet their obligations to the Company. Customers are required to complete their transactions by the settlement date, generally two business days after the trade date. If customers do not fulfil their contractual obligations, the Company may incur losses. The Company has established procedures to reduce this risk by generally requiring customers to deposit sufficient cash and/or securities into their account prior to placing an order. Other current assets The Company is exposed to risk from other current assets. These assets are subject to credit evaluations. An allowance, where applicable, is made for estimated unrecoverable amounts that have been determined by reference to past default experience and the current economic environment. Concentration of credit risk The Company’s exposure to credit risk associated with its brokerage and other activities is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes. Details of the customers accounting for 10% or more of total revenue are as follows: For the years ended March 31, 2024 2024 2023 2023 2022 2022 $’000 % $’000 % $’000 % Customer A 1,760 41 % 1,916 43 % * * Customer B 1,100 26 % 599 13 % 567 17 % Customer C - a related party 815 19 % * * 333 10 % Customer D * * 498 11 % 1,655 51 % Customer E - - 500 11 % - - Customer F - - 451 10 % - - Details of the customers accounting for 10% or more of total receivables from customers are as follows: As of March 31, 2024 2024 2023 2023 $’000 % $’000 % Customer G 1,997 69 % - - Customer A 619 21 % 320 25 % Customer C - a related party * * 269 21 % Customer F - - 350 27 % Customer E - - 250 20 % Details of the customers accounting for 10% or more of total payables to customers are as follows: As of March 31, 2024 2024 2023 2023 $’000 % $’000 % Customer H 1,559 30 % 1,554 24 % Customer I 1,396 27 % 1,392 22 % Customer J 649 13 % 646 10 % * Less than 10% The disclosure of customers represents separate and distinct customers and there are no customers listed that also comprise a significant percentage of either the Company’s revenues or receivables or payables for any year presented. Currency risk Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the financial instruments. The Company is not exposed to significant transactional foreign currency risk since almost all of its transactions, assets and liabilities are denominated in HKD which is the functional currency of the operating subsidiaries. Market and geographic risk The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 20. COMMITMENTS AND CONTINGENCIES Litigation and contingencies From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition, or operating results. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 21. SUBSEQUENT EVENTS The Company has assessed all events from March 31, 2024, up through July 26, 2024, which is the date of these consolidated financial statements are available to be issued, except as disclosed below, there are no other material subsequent events that require disclosure in these consolidated financial statements. On May 28, 2024, the Company entered into a share purchase agreement with certain shareholder of BA Fintech Lab (“BA”), an exempt limited liability company incorporated under the laws of the Cayman Islands, pursuant to which, the Company acquired 2.47% of the total outstanding share capital of BA for an aggregate purchase price of $290,000. BA wholly owns MaiCapital Limited, a virtual assets investment manager in Hong Kong. |
Condensed Parent Only Financial
Condensed Parent Only Financial Information | 12 Months Ended |
Mar. 31, 2024 | |
Condensed Parent Only Financial Information [Abstract] | |
CONDENSED PARENT ONLY FINANCIAL INFORMATION | 22. CONDENSED PARENT ONLY FINANCIAL INFORMATION The following presents condensed parent company only financial information of Solowin Holdings. Condensed balance sheets As of March 31, 2024 2023 $’000 $’000 ASSETS Current assets: Cash and cash equivalents 1,357 5 Prepaid expenses and other current assets, net 1,312 - Loan receivables net of allowance for expected credit losses of $410,000 and nil 574 - Amount due from a director - 1 Total current assets 3,243 6 Non-current assets: Interests in subsidiaries 4,688 4,687 Investment in an associate 254 - Property and equipment, net 124 - Right-of-use assets, net 962 - Refundable deposits 288 - Prepaid expenses 450 - Total non-current assets 6,766 4,687 TOTAL ASSETS 10,009 4,693 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accruals and other current liabilities 158 - Lease liabilities - current 536 - Amount due to a director 3 - Amount due to a related party 6 6 Amount due to a subsidiary 25 4,695 Total current liabilities 728 4,701 Non-current liabilities: Lease liabilities - non-current 439 - Total non-current liabilities 439 - TOTAL LIABILITIES 1,167 4,701 Shareholders’ equity (deficit) Ordinary shares (US$0.0001 par value per share; 1,000,000,000 shares authorized; 15,500,000 and 12,000,000 shares issued and outstanding as of March 31, 2024 and 2023) 1 1 Additional paid-in capital 14,810 - Accumulated losses (5,969 ) (9 ) Total shareholders’ equity (deficit) 8,842 (8 ) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) 10,009 4,693 Condensed statements of loss For the years ended 2024 2023 2022 $’000 $’000 $’000 Interest income 29 - - Expenses Allowance for expected credit losses 410 - - Employee benefits expenses 3,852 - - Share of results of an associate 3 - - Professional fee 421 8 - Office expenses 117 - - Marketing and promotion expenses 921 - - Other general and administrative expenses 265 1 - Total expenses 5,989 9 - Loss before income tax expense (5,960 ) (9 ) - Income tax expense - - - Net loss (5,960 ) (9 ) - Condensed statements of cash flows For the years ended 2024 2023 2022 $’000 $’000 $’000 Cash flows from operating activities: Net loss (5,960 ) (9 ) - Adjustment to reconcile net loss to cash used in operating activities: - Depreciation 4 - - Allowance for expected credit losses 410 - - Share based compensations 3,810 - - Share of results of an associate 3 - - Interest income from loan to a third party (26 ) - - Lease expense 93 - - Change in operating assets and liabilities: - Change in refundable deposits (288 ) - - Change in prepaid expenses and other current assets (1,763 ) - - Change in amount due from a director 1 - - Change in accruals and other current liabilities 158 - - Change in lease liabilities (80 ) - - Change in amount due to a subsidiary 39 8 - Cash used in operating activities (3,599 ) (1 ) - Cash flows from investing activities - Purchase of property and equipment (128 ) - - Investment in an associate (257 ) - Loan to a third party (958 ) - Cash used in investing activities (1,343 ) - - - Cash flows from financing activities Net proceeds from IPO 7,065 - - Advance to a subsidiary (774 ) - - Advance from a director 3 6 - Cash provided by financing activities 6,294 6 - Net change in cash, cash equivalents and cash segregated for regulatory purpose 1,352 5 - Cash, cash equivalents and cash segregated for regulatory purpose at beginning of the year 5 - - Cash, cash equivalents and cash segregated for regulatory purpose at the end of the year 1,357 5 - Supplemental schedule of non-cash investing and financing activities: Operating lease right-of-use assets obtained in exchange for operating lease liabilities 1,044 - - (i) Basis of Presentation The Company was incorporated under the laws of the Cayman Islands as an exempted company with limited liability on July 23, 2021 and as a holding company. The condensed parent company financial information of the Company has been prepared using the same accounting policies as set out in the accompanying consolidated financial statements. (ii) Restricted Net Assets Schedule I of Rule 5-04 of Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.). The condensed parent company financial statements have to be prepared in accordance with Rule 12-04, Schedule I of Regulation S-X if the restricted net assets of the subsidiaries of Solowin Holdings exceed 25% of the consolidated net assets of Solowin Holdings. A significant portion of the Company’s operations and revenue are conducted and generated by the Company’s wholly-owned subsidiary, SJFZ, which is licensed by the SFC in Hong Kong. The ability of this operating subsidiary to pay dividends to the Company may be restricted because this SFC licensed operating subsidiary is subject to the minimum paid-up capital and liquid capital requirements imposed by the SFO to maintain its business license and due to the availability of cash balances of this operating subsidiaries. As of March 31, 2024 and 2023, there were no material contingencies, significant provisions of long term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (4,556) | $ 1,349 | $ (979) |
Insider Trading Policies and Pr
Insider Trading Policies and Procedures | 6 Months Ended |
Mar. 31, 2024 | |
Insider Trading Policies and Procedures [Line Items] | |
Insider Trading Policies and Procedures Adopted | true |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to allowance for expected credit losses, useful lives and impairment for investment in an associate, property and equipment and intangible assets, fair value of financial instruments, share based compensations and contingencies. Actual results could vary from the estimates and assumptions that were used. |
Foreign currency translation and transaction and convenience translation | Foreign currency translation and transaction and convenience translation The accompanying audited consolidated financial statements are presented in United States dollars (“$”). The functional currency of the Company is $ and the functional currency of the Company’s subsidiaries is the Hong Kong Dollars (“HKD”). The Company’s assets and liabilities are translated into $ from HKD at year-end exchange rates. Its revenues and expenses are translated at the average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. As of March 31, 2024 2023 Year-end spot rate 7.8257 7.8496 For the years ended 2024 2023 2022 Average rate 7.8243 7.8383 7.7843 |
Fair value measurement | Fair value measurement Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. ● Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Based on the short-term nature of cash and cash equivalents, cash segregated for regulatory purpose, receivables from customers, brokers-dealers and clearing organizations, other current assets, loan receivables, amount due from (to) a director, amount due from (to) related parties, payables to customers, accruals and other current liabilities and contract liabilities has determined that the carrying value approximates their fair values. The carrying amount of operating lease liabilities approximate their fair values since they bear an interest rate which approximates market interest rates. |
Related parties | Related parties The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of deposits with banks and all highly liquid investments, with maturities of three months or less. The Company’s cash is held at well capitalized financial institutions, but they are not Federal Deposit Insurance Corporation (“FDIC”) insured. The Company maintains its cash in bank deposit accounts which at times may exceed insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk on cash and cash equivalents. |
Cash segregated for regulatory purpose | Cash segregated for regulatory purpose The balance of cash segregated for regulatory purpose represents the bank balance that the Company held on behalf of customers. The Company maintains segregated bank accounts with authorized institutions to hold customers’ monies arising from its normal course of business. The Company’s cash segregated for regulatory purpose is held at well capitalized financial institutions, but they are not FDIC insured. The segregated customers account balance is restricted for customer transactions and governed by the Securities and Futures (Client Money) Rule under the Hong Kong Securities and Futures Ordinance. The Company has classified such segregated customers account balances as cash segregated for regulatory purpose and recognized the corresponding accounts payable to the respective customers under the liabilities section. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk on cash segregated for regulatory purpose. |
Receivables from customers and broker-dealers and clearing organizations | Receivables from customers and broker-dealers and clearing organizations Receivables from customers arise from (i) the business of dealing in investment securities for cash customers; (ii) investment advisory business; (iii) corporate consultancy business; and (iv) asset management business. Receivables from broker-dealers and clearing organizations arise from the business of investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. The balance of receivables from customers related to the Company’s customer in (i) trading activities; (ii) rendering the investment advisory services; (iii) rendering the corporate consultancy services; and (iv) rendering the asset management services. In evaluating the collectability of receivables balances, the Company considers specific evidence including the aging of the receivable, the customers’ payment history, its current creditworthiness, its underlying equity securities secured and current economic trends. The receivables from customers, broker-dealers and clearing organizations, such as Hong Kong Exchanges and Clearing Limited (“HKEx”), are viewed as past due or delinquent based on how recently payments have been received. The Company has contractual rights to receive cash on demand from customers, broker-dealers and clearing organizations. As of March 31, 2024 and 2023, no receivables from customers and broker-dealers are past due or delinquent based on the repayment history of customers, broker-dealers and clearing organizations. As of March 31, 2024 and 2023, no receivables from clearing organizations are past due or delinquent as the receivables are normally being settled within two days after the trade execution. The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit losses. The receivables are written off after all collection efforts have ceased. The receivables from customers related to trading activities are secured in the form of underlying equity securities. The Company is entitled to dispose such collateral held on behalf of the customers for the purpose of settling any liability owed. The Company applies the practical expedient based on collateral maintenance provisions under ASC 326, Financial Instruments – Credit Losses, in estimating an allowance for credit losses for receivables from customers. In accordance with the practical expedient, when the Company reasonably expects that borrowers (or counterparties, as applicable) will replenish the collateral as required, there is no expectation of credit losses when the collateral’s fair value is greater than the amortized cost of the financial asset. If the amortized cost exceeds the fair value of collateral, then credit losses are estimated only on the unsecured portion. As of March 31, 2024 and 2023, the allowance for expected credit losses on receivables from customers were $575,000 and $223,000, and the allowance for expected credit losses on receivables from broker-dealers and clearing organizations were $15,000 and nil |
Recently adopted accounting pronouncements – allowance for expected credit losses | Recently adopted accounting pronouncements – allowance for expected credit losses ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit losses methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective April 1, 2023, the first day of the Company’s fiscal year, using the modified retrospective method for all financial assets in scope. The adoption of this guidance did not materially impact on the net earnings and financial position and has no impact on the cash flows. |
Prepaid expenses and other current assets, net | Prepaid expenses and other current assets, net Prepayments and other current assets consist of cash advanced to suppliers for purchasing goods or services that have not been received or provided to the Company and prepayments to professional parties and marketing companies. Cash advanced to suppliers is refundable and bears no interest. Prepayments are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and reviewed periodically to determine whether their carrying value has become impaired. |
Deferred IPO costs | Deferred IPO costs Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, SEC filing and print related costs. As of March 31, 2024, all the IPO costs was charged against the gross proceeds upon the completion of IPO on September 6, 2023. As of March 31, 2023, the Company recorded a charge of $343,000 related to the IPO. |
Refundable deposit | Refundable deposit As a clearing member firm of HKEx, the Company is exposed to clearing member credit risk. HKEx requires member firms to deposit cash to a clearing fund. If a clearing member defaults in its obligations to clearing organizations in an amount larger than its own margin and clearing fund deposits, the shortfall is absorbed pro rata from the deposits of the other clearing members. HKEx has the authority to assess their members for additional funds if the clearing fund is depleted. A large clearing member default could result in a substantial cost if the Company is required to pay such additional funds. Rental deposits represent security payments made to lessors for the Company’s lease agreements entered. The Company made such security payments upon the commencement of the original lease agreements. The security deposit will be refunded to the Company upon the termination or expiration of the lease agreements as well as the delivery of the vacant leased properties to the lessors by the Company. |
Loan receivables | Loan receivables Loan receivables are recognized when the Company, as a lender, provides the loan to borrowers as per the loan agreement. Loan receivables are initially measured at the amount of the loan provided. Subsequent to initial recognition, loan receivables are measured at amortized cost using the effective interest method, which includes the recognition of interest income less any allowance for expected credit losses. As of March 31, 2024 and 2023, the allowance for expected credit losses on loan receivables were $410,000 and nil |
Investment in an associate | Investment in an associate An associate is an entity over which the Company has significant influence, but not control or joint control, over the financial and operating policies of the entity. Significant influence is presumed to exist when the Company holds 20% or more of the voting power of another entity. The Company accounts for its investment in an associate using the equity method. On acquisition of the investment, any excess of the cost of the investment over the Company’s share of the net fair value of the investee’s identifiable assets and liabilities represents goodwill and is included in the carrying amount of the investment. Any excess of the Company’s share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment is included as income in the determination of the Company’s share of the associate’s profit or loss in the period in which the investment is acquired. Under the equity method, the investment in an associate is carried at cost plus post-acquisition changes in the Company’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment separately. After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in its associate. At each reporting date, the Company determines whether there is objective evidence that the investment in an associate is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognizes the loss within “Share of results of an associate” in the consolidated statements of (loss) income and comprehensive (loss) income. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. The cost of an item of property and equipment comprises its purchase price and any directly attributable costs of bringing the item to its present working condition and location for its intended use. Expenditure incurred after the item has been put into operation, such as repairs and maintenance and overhaul costs, is normally charged to the consolidated statements of (loss) income and comprehensive (loss) income in the year in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the item, the expenditure is capitalized as an additional cost of the item. Depreciation is provided to write off the cost of items of property and equipment over their estimated useful lives and after taking into account their estimated residual value, using the straight-line method, at the following estimated useful lives: Furniture and fixtures 5 years Office equipment 5 years Computer equipment 3.3 years Leasehold improvements Shorter of the lease terms or the estimated useful lives of the assets An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of (loss) income and comprehensive (loss) income in the year the asset is derecognized. |
Intangible assets, net | Intangible assets, net Intangible assets are originally recognized at cost. The useful lives of intangible assets are assessed to be either finite or indefinite. The Company’s intangible assets consist of the trading platform system and eligibility rights to trade on or through HKEx. The trading platform system is considered by the management as having a finite useful life of two years. Accordingly, the trading platform system is amortized on a straight-line basis over two years. The estimated useful life and amortization method of an intangible asset with finite life are reviewed at the end of each reporting period, with the effect of any changes in estimated being accounted for on a prospective basis. Management has determined that trading rights have indefinite useful lives. These trading rights are not amortized and tested for impairment annually either individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis. |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets was recognized for the years ended March 31, 2024, 2023 and 2022. |
Payables to customers | Payables to customers Payables to customers arise from the business of dealing in investment securities. Payables to customers represent payables related to the Company’s customer trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to cover the positions taken by its customers, clearing house payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers. |
Contract liabilities | Contract liabilities Contract liabilities arise from corporate consultancy services. The Company is entitled to receive an upfront payment upon signing the financial advisory contract as contract liabilities. These payments are non-refundable and contract liabilities will be recognized as revenue in future periods when the Company completes its performance obligations based on the point in time either (a) when the deliverables, in the form of reports are delivered based on the specific terms of the contract; or (b) lapse of the financial advisory contract. |
Commitments and contingencies | Commitments and contingencies In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter. There were no material commitments or contingencies as of March 31, 2024 and 2023. |
Revenue recognition | Revenue recognition In May 2014, the FASB issued Topic 606, “Revenue from Contracts with Customers”. This topic clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. Simultaneously, this topic supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company currently generates its revenue from the following main sources: Securities brokerage commissions and handling income Securities brokerage commission income generated by provision of securities brokerage services of executing trades to customers, who are individual customers or brokers, and is recognized at a point in time (trade date) when the performance obligation has been satisfied by the completion of trades and the risks and rewards of ownership have been transferred to/from the customer. The Company acts as an agent. The transaction price is a variable consideration as the price is determined by a fixed percentage of transaction amounts. Commission fees are directly charged from the customer’s account when the transactions are executed. Handling income generated from providing services such as settlement (clearing) of securities, new share subscription services in relation to IPOs and dividend collection, to individual customers or brokers. Securities settlement service income is recognized at a point in time when the transactions are completed. The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. New share subscription handling income is recognized at the time when the performance obligation has been satisfied by successfully submitting IPO subscription to banks on behalf of customers. New share subscription handling income is fixed per IPO subscription order and no variable consideration in the transaction. Dividend collection handling income is recognized at the time when the performance obligation has been satisfied by receiving dividends by the Company on behalf of customers. When the Company receives the cash dividend distributed by the stocks on behalf of customers, the net dividend will be distributed and deposited into the account of the customers, after deducting the dividend collection handling fees. Dividend collection handling income is charged at fixed percentage of dividend collected and therefore the transaction price is a variable consideration as the price is determined to be a fixed percentage of dividend amount. The Company acts as an agent and handling income is directly charged from the customer’s account when the transactions are executed. Investment advisory service income Investment advisory income are recognized when the relevant advice has been provided or the relevant services have been rendered. The Company enters into a distinct contract with its customers as a principal for the provision of investment advisory services. The Company provides customers with global economic information, industry analysis, investment recommendations and portfolio allocation strategies. The Company concludes that each monthly investment advisory service is both (1) distinct and (2) it meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. Therefore, the Company concludes that the monthly investment advisory services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. There is no variable consideration in the transaction price. Accordingly, based on the output methods, the Company recognizes revenues from investment advisory services on a monthly basis when it satisfies its performance obligations throughout the contract terms. The Company issues invoices to customers quarterly and the contractual payment terms are typically due no more than 30 days from invoicing. Corporate consultancy service income Corporate consultancy service income generated by acting as financial advisers (a) to customers, including but not limited to listed companies or companies planning for IPO, advising on the terms and structures of the proposed corporate transactions, or the relevant implications and compliance matters under the Hong Kong regulatory framework for listed companies; and (b) to customers pursuing listing on other stock exchange, such as Nasdaq Stock Market, in return for consultancy service fee. The Company enters into a distinct contract with its customers for the provision of corporate consultancy services. The scope of work under consultancy services can vary from project to project and generally involves a series of tasks which are interrelated and are not separable or distinct as the Company’s customers cannot benefit from any standalone task. Therefore, the entire transaction prices of consultancy services are generally allocated to a single performance obligation. The transaction price might be variable even when the stated price in the contract is fixed because the Company may be entitled to upfront payment only when the contract is lapsed before completion of consultancy services. Payment is typically made in installments, with an upfront payment received upon signing the contract and subsequent payments made based on the completion of specific service stages as outlined in the contract between the Company and the customer. The transaction price and payment terms are stated in the contract for each individual engagement. Corporate consultancy service income received from customers is non-refundable and the Company is entitled to receive upfront payment upon signing the contract. Revenue from upfront payment and other installments is recognized based on the point in time either (a) when the deliverables, in the form of reports are delivered based on the specific terms of the contract; or (b) lapse of the consultancy service contract. There were no contract asset balances as of March 31, 2024 and 2023. As of March 31, 2024 and 2023, the contract liability balances were nil Asset management service income Revenue from asset management is primarily in connection with (i) services as an investment manager or an advisor from funds or investments; and (ii) fund subscription services to customers. The Company rendered management services to individual customers as a principal, which are recorded over the period of service provided. Asset management service fee is charged by the Company to funds monthly and collected directly out of custodial accounts. The Company acts as a principal to provide asset management services directly to individual customers. The services include market research, asset allocation, equity selection, regular portfolio oversight, risk reassessment and rebalancing as needed. The Company charges customers management fees at a fixed percentage of asset value under management in accordance with the agreement. The fee is due and paid within the specified terms of payment. The transaction price is a variable consideration as the price is determined to be a fixed percentage of asset value. Performance fees are accounted for when the return on assets under management, over a given period established in each fund’s private memorandum, exceeds certain return benchmarks or other performance benchmarks, depending on each fund’s private memorandum. Performance fees are calculated on an annual basis. Performance fees are a form of variable consideration. The Company recognizes these fees at a point in time when the associated performance obligations are satisfied, the related uncertainties are resolved, the likelihood of a claw-back or reversal is improbable and the likely amount of the transaction prices can be estimated without significant chance of reversal, indicating high probability of economic benefits and cash inflow to the Company. Subscription fees charged to fund subscriber for subscription of funds are recognized at a point in time when participating share is successfully subscribed. The Company acts as an agent between funds and fund subscribers to provide fund subscription services and charges fund subscription fee at fixed rate with reference to size of subscription amount to fund subscriber through funds when the subscription of funds is completed, and typically due in no more than 30 days from invoicing. The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. Interest income The Company earns interest income primarily from its rolling cash balance accounts or IPO financing offered by the Company to customers in relation to the securities brokerage services. Revenue is recognized over the period that the rolling cash balance account or IPO financing are outstanding. The Company offers rolling cash balance account or IPO financing to individual customers as a principal. Interest income is directly charged at fixed percentage over the financing amount from the customer’s account when customers repay the balance account or principal amount of IPO financing. The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. Referral income Referral income generated by provision of referral services by acting as agent to corporate customers or brokers. The Company refers investors to corporate customers or brokers and earns referral income. The Company enters into a distinct referral agreement with corporate customers or brokers for the provision of referral services. The referral service is distinct and is identified as one performance obligation. The transaction price is a variable consideration as the consideration is determined to be a fixed percentage of subscription amount in the transaction, either IPO or fund raised in other fundraising activities. Revenue from providing referral services to customers is recognized at a point in time when the transaction and the performance is completed, which is generally at the completion of an IPO or fundraising activities. |
Other income | Other income Interest income is mainly generated from loan to third party, savings and time deposits which are less than one year, and is recognized on an accrual basis using the effective interest method. Interest income receives from banks on a monthly basis. |
Government subsidies | Government subsidies Government subsidies are recognized as income over periods necessary to match them with the related costs they are intended to compensate, on a systematic basis when there is reasonable assurance that the Company will comply with the conditions attaching of them, such as the Company is required to stay in the same level of employment, are fulfilled and the subsidies will be received. A government subsidy that becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company, with no future related costs or obligations, is recognized as income of the period in which it becomes receivable. During the years ended March 31, 2024, 2023 and 2022, the Company recognized government subsidies of $3,000, $49,000 and nil |
Commission and handling expenses | Commission and handling expenses Commission and handling expenses for executing and/or clearing transactions are accrued on a trade-date basis and are expensed as incurred. |
General and administrative expenses | General and administrative expenses General and administrative expenses mainly consist of staff cost, lease expense, office supplies and upkeep expenses, legal and professional fees, and other miscellaneous administrative expenses. |
Leasing | Leasing The Company is a lessee of non-cancellable operating leases for offices. The Company determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease’s commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate based on the information available at the lease commencement date. The Company generally uses the base, non-cancellable lease term in calculating the right-of-use (“ROU”) assets and liabilities. The Company may recognize the lease payments in the consolidated statements of (loss) income and comprehensive (loss) income on a straight-line basis over the lease terms and variable lease payments in the periods in which the obligations for those payments are incurred, if any. The lease payments under the lease arrangements are fixed. The Company did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate. The Company evaluates the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the years ended March 31, 2024, 2023 and 2022, the Company did not have any impairment loss against its operating lease right-of-use assets. |
Employee benefits | Employee benefits All salaried employees of the Company in Hong Kong are enrolled in a Mandatory Provident Fund Scheme (“MPF scheme”) under the Hong Kong Mandatory Provident Fund Schemes Ordinance, within two months of employment. The MPF scheme is a defined contribution retirement plan administered by an independent trustee. The Company makes regular contributions of 5% of the employee’s relevant income to the MPF scheme, subject to a maximum of HKD1, 500 |
Income taxes | Income taxes The Company accounts for income taxes in accordance with the U.S. GAAP. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is probable that taxable income to be utilized with prior net operating loss carried forwards. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. For the years ended March 31, 2024, 2023 and 2022, there were temporary differences of US$9,000, US$16,000 and nil An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended March 31, 2024, 2023 and 2022. |
(Loss) earnings per share | (Loss) earnings per share The Company computes net (loss) earnings per share in accordance with ASC 260, “ Earnings per Share” |
Share based compensations | Share based compensations The Company follows the provisions of ASC 718, “Compensation - Stock Compensation,” which establishes the accounting for employee share-based awards. For employee share-based awards, share based compensations cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight-line basis over the requisite service period for the entire award. |
Recent accounting pronouncements | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. Recently adopted accounting standards In June 2016, the FASB issued Accounting Standards Update No. 2016 - 13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016 - 13”). ASU 2016 - 13 added a new impairment model (known as the CECL model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to most debt instruments, accounts receivables, notes receivables, loans receivable, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. As an emerging growth company, the Company was permitted to adopt the new standard for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has adopted the new standard effective April 1, 2023, which didn’t have a material impact on the consolidated financial statements. New accounting standards not yet adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the consolidated financial statements. Management is evaluating the impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheet, statements of (loss) income and comprehensive (loss) income and statements of cash flows. |
Organization and Principal Ac_2
Organization and Principal Activities (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Organization and Principal Activities [Abstract] | |
Schedule of Subsidiaries | Details of the Company and its subsidiaries are set out in the table as follows: Date of Percentage of effective ownership Place of Name incorporation 2024 2023 incorporation Principal activities Solowin Holdings July 23, 2021 N/A N/A Cayman Islands Investment holding Solomon JFZ (Asia) Holdings Limited July 25, 2016 100 % 100 % Hong Kong Securities dealings and brokerage; advising on securities; corporate consultancy services; and asset management services Solomon Private Wealth Limited December 4, 2023 100 % N/A Hong Kong Wealth management and financial planning services |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Capital Accounts are Translated at their Historical Exchange Rates | Capital accounts are translated at their historical exchange rates when the capital transactions occurred. As of March 31, 2024 2023 Year-end spot rate 7.8257 7.8496 For the years ended 2024 2023 2022 Average rate 7.8243 7.8383 7.7843 |
Schedule of Property and Equipment | Depreciation is provided to write off the cost of items of property and equipment over their estimated useful lives and after taking into account their estimated residual value, using the straight-line method, at the following estimated useful lives: Furniture and fixtures 5 years Office equipment 5 years Computer equipment 3.3 years Leasehold improvements Shorter of the lease terms or the estimated useful lives of the assets |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Key Financial Performance Measures of the Segments | Key financial performance measures of the segments are as follows: Year ended March 31, 2024 Securities Investment Asset Corporate Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 312 2,860 871 120 - 4,163 Revenues - interest income 128 - - - - 128 Total revenues 440 2,860 871 120 - 4,291 Commission and handling expenses (15 ) - - - - (15 ) General and administrative expenses (387 ) - 52 - (1,517 ) (1,852 ) Marketing and promotion expenses - - - - (927 ) (927 ) Allowance for expected credit losses (364 ) (21 ) (59 ) - (410 ) (854 ) Depreciation of property and equipment - - - - (23 ) (23 ) Amortization of intangible assets - - - - (7 ) (7 ) Employee benefits expenses - - - - (5,043 ) (5,043 ) Share of results of an associate - - - - (3 ) (3 ) Total expenses (766 ) (21 ) (7 ) - (7,930 ) (8,724 ) Interest income - - - - 29 29 Other income - - - - 3 3 Total other income - - - - 32 32 (Loss) income before income tax expense (326 ) 2,839 864 120 (7,898 ) (4,401 ) Total assets 7,851 619 246 - 6,685 15,401 Total liabilities (5,136 ) - - - (1,341 ) (6,477 ) Net assets (liabilities) 2,715 619 246 - 5,344 8,924 Year ended March 31, 2023 Securities Investment Asset Corporate Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 571 2,515 389 951 - 4,426 Revenues - interest income 27 - - - - 27 Total revenues 598 2,515 389 951 - 4,453 Commission and handling expenses (7 ) - - - - (7 ) General and administrative expenses (493 ) (2 ) (1 ) - (893 ) (1,389 ) Marketing and promotion expenses (6 ) (108 ) - - (330 ) (444 ) Allowance for expected credit losses (18 ) - - - - (18 ) Depreciation of property and equipment - - - - (18 ) (18 ) Employee benefits expenses - - - - (1,289 ) (1,289 ) Total expenses (524 ) (110 ) (1 ) - (2,530 ) (3,165 ) Other income - - 1 - 60 61 Income (loss) before income tax expense 74 2,405 389 951 (2,470 ) 1,349 Total assets 6,068 320 345 600 2,894 10,227 Total liabilities (6,349 ) - - (120 ) (417 ) (6,886 ) Net assets (liabilities) (281 ) 320 345 480 2,477 3,341 Year ended March 31, 2022 Securities Investment Asset Corporate Total $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 1,844 728 333 - 2,905 Revenues - interest income 351 - - - 351 Total revenues 2,195 728 333 - 3,256 Commission and handling expenses (1,370 ) - - - (1,370 ) General and administrative expenses (408 ) - (35 ) (625 ) (1,068 ) Marketing and promotion expenses (40 ) (446 ) (195 ) (22 ) (703 ) Allowance for expected credit losses (99 ) - - - (99 ) Depreciation of property and equipment - - - (19 ) (19 ) Employee benefits expenses - - - (944 ) (944 ) Interest expenses (229 ) - - - (229 ) Total expenses (2,146 ) (446 ) (230 ) (1,610 ) (4,432 ) Other income 15 - 4 177 196 Interest income - - - 1 1 Total other income 15 - 4 178 197 Income (loss) before income tax expense 64 282 107 (1,432 ) (979 ) Total assets 7,354 112 122 1,871 9,459 Total liabilities (7,318 ) - - (141 ) (7,459 ) Net assets 36 112 122 1,730 2,000 |
Investment in an Associate (Tab
Investment in an Associate (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Investment in an Associate [Abstract] | |
Schedule of Investments | The Company’s investment in an associate is summarized below: As of March 31, 2024 $’000 Beginning balance - Cost of acquisition 257 Share of post-acquisition loss (3 ) Ending balance 254 |
Schedule of Unaudited Financial Information | The following table illustrates the summarized unaudited financial information of the Company’s associate as of March 31, 2024 (and not the Company’s share of those amounts), adjusted for difference in accounting policies between the Company and the associate, if any. As of March 31, 2024 $’000 Current assets 376 Non-current assets 1 Current liabilities (61 ) Net assets of the associate 316 Revenue 92 Loss for the year (167 ) |
Schedule of Reconciliation of Financial Information Presented to Carrying Amount | Reconciliation of the summarized financial information presented to the carrying amount of the Company’s investment in the associate is as follows: As of March 31, 2024 $’000 Net assets 316 Group’s equity interest 24.9 % Group share of net assets 79 Goodwill 175 Carrying value 254 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment Consist | Property and equipment consist of the following: As of March 31, 2024 2023 $’000 $’000 Leasehold improvement 106 33 Computers equipment 64 41 Furniture and fixtures 48 6 Office equipment 6 3 Less: accumulated depreciation (74 ) (51 ) Property and equipment, net 150 32 |
Right-of-Use Assets and Lease_2
Right-of-Use Assets and Lease Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Right-of-Use Assets and Lease Liabilities [Abstract] | |
Schedule of ROU Assets and Operating Lease Liabilities | The Company is a lessee of non-cancellable operating leases for corporate office in Hong Kong. The Company’s ROU assets and operating lease liabilities recognized in the consolidated balance sheets consist of the following: As of March 31, 2024 2023 $’000 $’000 Operating lease ROU assets 1,057 251 As of March 31, 2024 2023 $’000 $’000 Operating lease liabilities Current portion 631 156 Non-current portion 439 95 Total 1,070 251 As of March 31, 2024 2023 Operating leases: Weighted average remaining lease term (years) 2 2 Weighted average discount rate 5.83 % 5. 38 % |
Schedule of Maturity Analysis of the Company’s Non-Cancelable Operating Lease Obligations | The maturity analysis of the Company’s non-cancelable operating lease obligations as of March 31, 2024 is as follows: Operating leases $’000 Year ending March 31, 2024 674 Year ending March 31, 2025 450 Total undiscounted lease obligations 1,124 Less: imputed interest (54 ) Lease liabilities recognized in the consolidated balance sheet 1,070 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: As of March 31, 2024 2023 $’000 $’000 Trading rights 64 64 Trading platform system 20 - Less: accumulated amortization (7 ) - Intangible assets, net 77 64 |
Receivables from Customers an_2
Receivables from Customers and Broker-Dealers and Clearing Organization, Net (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Receivables from Customers and Broker-Dealers and Clearing Organization, Net [Abstract] | |
Schedule of Receivables From Customers and Broker-Dealers and Clearing Organizations, Net | Receivables from customers and broker-dealers and clearing organizations, net comprised the following: As of March 31 2024 2023 $’000 $’000 Receivables from: Customers 3,463 1,502 Brokers-dealers and clearing organizations 679 303 Sub-total 4,142 1,805 Less: allowance for expected credit losses (590 ) (223 ) Total 3,552 1,582 |
Schedule of Allowance for Expected Credit Losses for Receivables From Customers and Broker-Dealers and Clearing Organizations | The movement of the allowance for expected credit losses for receivables from customers and broker-dealers and clearing organizations was as follows: As of March 31 2024 2023 $’000 $’000 Beginning balance 223 205 Allowance for expected credit losses recognized 444 18 Write-offs (77 ) - Ending balance 590 223 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets, Net (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses and Other Current Assets, Net [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets, Net | As of March 31, 2024 2023 $’000 $’000 Current Prepaid professional fee (note a) 460 72 Prepaid information technology expenses 30 60 Prepaid office expenses 82 29 Prepaid marketing expenses (note b) 813 - Deferred IPO costs - 343 Others 7 9 Total prepaid expenses and other current assets, net - current 1,392 513 Non-current Prepaid professional expenses (note a) 450 - Total prepaid expenses - non-current 450 - (a) Prepaid professional fee are virtual asset business solutions consultancy fee advanced to the advisors. The service is expected to be provided from year 2024 to year 2028. (b) Prepaid marketing expenses are associated with marketing, branding creation, and AI video production services that are paid for in advance to marketing firms. |
Loan Receivables, Net (Tables)
Loan Receivables, Net (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Loan Receivables, Net [Abstract] | |
Schedule of Loan Receivables, Net | As of March 31 2024 2023 $’000 $’000 Loan to a third party (including interest receivable of $26,000) 984 - Less: allowance for expected credit losses (410 ) - Total 574 - |
Schedule of Allowance for Expected Credit Losses for Loan Receivables | The movement of the allowance for expected credit losses for loan receivables was as follows: As of March 31 2024 2023 $’000 $’000 Beginning balance - - Allowance for expected credit losses recognized 410 - Ending balance 410 - |
Accruals and Other Current Li_2
Accruals and Other Current Liabilities (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Accruals and Other Current Liabilities [Abstract] | |
Schedule of Accruals and Other Current Liabilities | As of March 31, 2024 2023 $’000 $’000 Accrued payroll and welfare expenses 8 5 Accrued professional fee 156 136 Other accruals and payables 68 22 Total 232 163 |
Disaggregated Revenue (Tables)
Disaggregated Revenue (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Disaggregated Revenue [Abstract] | |
Schedule of Revenue from Contracts with Customers | The following is the Company’s revenue from contracts with customers that are recognized at a point in time, in accordance with ASC Topic 606, by major transactional based services: For the years ended 2024 2023 2022 $’000 $’000 $’000 Securities brokerage services Securities brokerage commission income 25 55 117 Securities brokerage handling income 26 19 1,727 Total securities brokerage services income 51 74 1,844 Asset management services Fund subscription fee – related parties 22 3 195 Corporate consultancy services Consultancy service income 120 951 - Other services Referral income 261 497 - Total revenues recognized at a point in time 454 1,525 2,039 For the years ended 2024 2023 2022 $’000 $’000 $’000 Interest income IPO financing - - 322 Other securities brokerage financing 128 27 29 Total interest income 128 27 351 Investment advisory services Consultancy income 2,860 2,515 728 Asset management services Management fee income – related parties 311 236 95 Performance fee income – related parties 538 150 43 Total asset management services income 849 386 138 Total revenues recognized over a period of time 3,837 2,928 1,217 |
Other Income (Tables)
Other Income (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Other Income [Abstract] | |
Schedule of Other Income | For the years ended 2024 2023 2022 $’000 $’000 $’000 Government subsidies 3 49 - Other consultancy income - - 160 Exchange gain on foreign currency translation - 11 16 Others - 1 20 Total 3 61 196 |
Employee Benefits Expenses (Tab
Employee Benefits Expenses (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Employee Benefits Expenses [Abstract] | |
Schedule of Employee Benefits Expenses | For the years ended 2024 2023 2022 $’000 $’000 $’000 Salaries and other short term employee benefits 1,195 1,258 915 Payments to defined contribution pension schemes 38 31 29 Share based compensations 3,810 - - Total 5,043 1,289 944 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax [Abstract] | |
Schedule of (Loss) Income before Income Tax Expense | (Loss) income before income tax expense is attributable to the following tax jurisdictions: For the years ended 2024 2023 2022 $’000 $’000 $’000 Hong Kong 1,559 1,358 (979 ) Cayman Islands (5,960 ) (9 ) - (Loss) income before income tax expense (4,401 ) 1,349 (979 ) |
Schedule of Reconciliation the Statutory and Effective Tax Expenses | The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the years ended March 31, 2024, 2023 and 2022. For the years ended 2024 2023 2022 $’000 $’000 $’000 (Loss) income before income tax expense (4,401 ) 1,349 (979 ) Tax at Hong Kong statutory tax rate of 16.5% (726 ) 223 (162 ) Effect of tax-exempt for the Company incorporated in Cayman Islands 984 1 - Tax effect on non-assessable income - (8 ) - Tax effect on non-deductible expenses 60 53 4 Tax effect on deductible temporary differences (2 ) 6 17 Tax effect on tax losses not recognized - - 141 Tax effect of utilization of tax losses previously not recognized (140 ) (275 ) - Tax concession (21 ) - - Income tax expense 155 - - |
Schedule of the Deferred Tax Assets | The following table sets forth the significant components of the deferred tax assets of the Company as of March 31, 2024 and 2023: As of March 31, 2024 2023 $’000 $’000 Deferred tax assets, net: Net operating loss carryforwards - 140 Less: valuation allowance - (140 ) Deferred tax assets, net: - - |
Schedule of Movement of Valuation Allowance | The movement of valuation allowance is as follows: As of March 31, 2024 2023 $’000 $’000 Beginning balance 140 415 Operating loss utilized (140 ) (275 ) Ending balance - 140 |
Related Party Transactions an_2
Related Party Transactions and Balances (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions and Balances [Abstract] | |
Schedule of Relationships with Related Parties | Nature of relationships with related parties Name Relationship with the Company Grow World LPF Entity controlled by Mr. Lok and Ms. Yao Grow World II LPF Entity controlled by Mr. Lok and Ms. Yao Solomon Capital Fund SPC Entity controlled by Mr. Lok and Ms. Yao Tek Fong Group Limited Entity controlled by Mr. Lok and Ms. Yao Master Venus Limited Entity controlled by Mr. Zhang, Mr. Lok and Ms. Yao Mr. Lok Shareholder and director of the Company Ms. Yao Shareholder and director of SJFZ Mr. Shing Tak Tam (“Mr. Tam”) Chief Executive Officer and director of the Company Related parties transactions For the years ended Name Nature 2024 2023 2022 $’000 $’000 $’000 Grow World LPF Asset management income 10 40 - Solomon Capital Fund SPC Asset management income 815 349 333 Grow World II LPF Asset management income 46 - - Total asset management income 871 389 333 Solomon Capital Asset Management Limited Expense for referral of customers (included in general and administrative expenses) - - 59 Tuoyin Technology Limited Expense for referral of customers (included in general and administrative expenses) - - 136 Tek Fong Group Limited Expense for referral of customers (included in general and administrative expenses) - 45 - Mr. Lok Expense for referral of customers (included in general and administrative expenses) - 64 - Mr. Tam Expense for referral of customers (included in general and administrative expenses) - 6 10 Ms. Yao Expense for referral of customers (included in general and administrative expenses) - - 447 Total expense for referral of customers - 115 652 Tuoyin Technology Limited Consultancy income (included in other income) - - 100 Mr. Lok Loan interest income - - 1 Balance with related parties Name Nature As of March 31, 2024 2023 $’000 $’000 Grow World LPF Receivable from customers 1 40 Grow World II LPF Receivable from customers 19 - Solomon Capital Fund SPC Receivable from customers 200 269 Total receivable from customers 220 309 Solomon Capital Fund SPC Amount due from related parties 26 36 Master Venus Limited Amount due from related parties - 51 Total amount due from related parties 26 87 Mr. Lok Amount due from a director - 28 Mr. Lok Amount due to a director (3 ) - Ms. Yao Amount due to a related party (6 ) (6 ) |
Schedule of Remuneration to Senior Management | Remuneration to senior management for the years ended March 31, 2024, 2023 and 2022 were: For the years ended 2024 2023 2022 $’000 $’000 $’000 Salaries and other short term employee benefits 518 706 255 Payments to defined contribution pension schemes 12 11 7 Total 530 717 262 |
Regulatory Requirements (Tables
Regulatory Requirements (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Regulatory Requirements [Abstract] | |
Schedule of Capital Requirements | The following table summarizes the minimum regulatory capital as established by the HKSFC that the Company were required to maintain as of March 31, 2024 and 2023 and the actual amounts of capital that were maintained. Capital requirements as of March 31, 2024 Minimum Capital $’000 $’000 Solomon JFZ (Asia) Holdings Limited 383 3,573 Capital requirements as of March 31, 2023 Minimum Capital $’000 $’000 Solomon JFZ (Asia) Holdings Limited 383 1,632 |
Concentrations and Risks (Table
Concentrations and Risks (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Concentrations and Risks [Abstract] | |
Schedule of the Customers Accounting of Total Revenue | Details of the customers accounting for 10% or more of total revenue are as follows: For the years ended March 31, 2024 2024 2023 2023 2022 2022 $’000 % $’000 % $’000 % Customer A 1,760 41 % 1,916 43 % * * Customer B 1,100 26 % 599 13 % 567 17 % Customer C - a related party 815 19 % * * 333 10 % Customer D * * 498 11 % 1,655 51 % Customer E - - 500 11 % - - Customer F - - 451 10 % - - |
Schedule of the Customers Accounting of Total Receivables from Customers | Details of the customers accounting for 10% or more of total receivables from customers are as follows: As of March 31, 2024 2024 2023 2023 $’000 % $’000 % Customer G 1,997 69 % - - Customer A 619 21 % 320 25 % Customer C - a related party * * 269 21 % Customer F - - 350 27 % Customer E - - 250 20 % |
Schedule of the Customers Accounting of Total Payables to Customers | Details of the customers accounting for 10% or more of total payables to customers are as follows: As of March 31, 2024 2024 2023 2023 $’000 % $’000 % Customer H 1,559 30 % 1,554 24 % Customer I 1,396 27 % 1,392 22 % Customer J 649 13 % 646 10 % |
Condensed Parent Only Financi_2
Condensed Parent Only Financial Information (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Condensed Parent Only Financial Information [Abstract] | |
Schedule of Condensed Balance Sheets | Condensed balance sheets As of March 31, 2024 2023 $’000 $’000 ASSETS Current assets: Cash and cash equivalents 1,357 5 Prepaid expenses and other current assets, net 1,312 - Loan receivables net of allowance for expected credit losses of $410,000 and nil 574 - Amount due from a director - 1 Total current assets 3,243 6 Non-current assets: Interests in subsidiaries 4,688 4,687 Investment in an associate 254 - Property and equipment, net 124 - Right-of-use assets, net 962 - Refundable deposits 288 - Prepaid expenses 450 - Total non-current assets 6,766 4,687 TOTAL ASSETS 10,009 4,693 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accruals and other current liabilities 158 - Lease liabilities - current 536 - Amount due to a director 3 - Amount due to a related party 6 6 Amount due to a subsidiary 25 4,695 Total current liabilities 728 4,701 Non-current liabilities: Lease liabilities - non-current 439 - Total non-current liabilities 439 - TOTAL LIABILITIES 1,167 4,701 Shareholders’ equity (deficit) Ordinary shares (US$0.0001 par value per share; 1,000,000,000 shares authorized; 15,500,000 and 12,000,000 shares issued and outstanding as of March 31, 2024 and 2023) 1 1 Additional paid-in capital 14,810 - Accumulated losses (5,969 ) (9 ) Total shareholders’ equity (deficit) 8,842 (8 ) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) 10,009 4,693 |
Schedule of Condensed Statements of Loss | Condensed statements of loss For the years ended 2024 2023 2022 $’000 $’000 $’000 Interest income 29 - - Expenses Allowance for expected credit losses 410 - - Employee benefits expenses 3,852 - - Share of results of an associate 3 - - Professional fee 421 8 - Office expenses 117 - - Marketing and promotion expenses 921 - - Other general and administrative expenses 265 1 - Total expenses 5,989 9 - Loss before income tax expense (5,960 ) (9 ) - Income tax expense - - - Net loss (5,960 ) (9 ) - |
Schedule of Condensed Statements of Cash Flows | Condensed statements of cash flows For the years ended 2024 2023 2022 $’000 $’000 $’000 Cash flows from operating activities: Net loss (5,960 ) (9 ) - Adjustment to reconcile net loss to cash used in operating activities: - Depreciation 4 - - Allowance for expected credit losses 410 - - Share based compensations 3,810 - - Share of results of an associate 3 - - Interest income from loan to a third party (26 ) - - Lease expense 93 - - Change in operating assets and liabilities: - Change in refundable deposits (288 ) - - Change in prepaid expenses and other current assets (1,763 ) - - Change in amount due from a director 1 - - Change in accruals and other current liabilities 158 - - Change in lease liabilities (80 ) - - Change in amount due to a subsidiary 39 8 - Cash used in operating activities (3,599 ) (1 ) - Cash flows from investing activities - Purchase of property and equipment (128 ) - - Investment in an associate (257 ) - Loan to a third party (958 ) - Cash used in investing activities (1,343 ) - - - Cash flows from financing activities Net proceeds from IPO 7,065 - - Advance to a subsidiary (774 ) - - Advance from a director 3 6 - Cash provided by financing activities 6,294 6 - Net change in cash, cash equivalents and cash segregated for regulatory purpose 1,352 5 - Cash, cash equivalents and cash segregated for regulatory purpose at beginning of the year 5 - - Cash, cash equivalents and cash segregated for regulatory purpose at the end of the year 1,357 5 - Supplemental schedule of non-cash investing and financing activities: Operating lease right-of-use assets obtained in exchange for operating lease liabilities 1,044 - - |
Organization and Principal Ac_3
Organization and Principal Activities (Details) - USD ($) | 12 Months Ended | ||||||||
Sep. 06, 2023 | Dec. 07, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 17, 2022 | ||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Authorized Share capital (in Dollars) | $ 10,000 | ||||||||
Common stock, shares issued | 500,000,000 | 15,500,000 | [1] | 12,000,000 | [1] | ||||
Authorized shares | 1,000,000,000 | 1,000,000,000 | [1] | 1,000,000,000 | [1] | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | [1] | $ 0.0001 | [1] | ||||
Common stock, shares outstanding | [1] | 15,500,000 | 12,000,000 | ||||||
Gross proceeds (in Dollars) | $ 409,000 | $ 343,000 | |||||||
Ms. Yao [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Percentage of owned subsidiary | 33% | ||||||||
Mr. Lok [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Percentage of owned subsidiary | 34% | ||||||||
Mr. Zhang [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Percentage of owned subsidiary | 33% | ||||||||
Ms. Xue Yao [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Investment ownership percentage | 33% | ||||||||
Mr. Ling Ngai Lok [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Investment ownership percentage | 34% | ||||||||
Mr. Xiaohang Zhang [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Investment ownership percentage | 33% | ||||||||
Ordinary Shares [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Common stock, shares issued | 10,000 | ||||||||
Per share (in Dollars per share) | $ 1 | ||||||||
Shares value (in Dollars) | $ 100,000 | ||||||||
Surrendered shares | 488,000,000 | ||||||||
Surrendered shares par value (in Dollars per share) | $ 0.0001 | ||||||||
Common stock, shares outstanding | 12,000,000 | 12,000,000 | |||||||
Initial Public Offering [Member] | |||||||||
Organization and Principal Activities (Details) [Line Items] | |||||||||
Common stock, shares issued | 2,000,000 | ||||||||
Per share (in Dollars per share) | $ 0.0001 | ||||||||
Ordinary shares, par value (in Dollars per share) | 0.0001 | ||||||||
Offering price, per share (in Dollars per share) | $ 4 | ||||||||
Gross proceeds (in Dollars) | $ 8,000,000 | ||||||||
Net proceeds of initial public offering (in Dollars) | $ 7,065,000 | ||||||||
[1] Retrospectively restated for effect of share reorganization (see Note 1) |
Organization and Principal Ac_4
Organization and Principal Activities (Details) - Schedule of Subsidiaries | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Solowin Holdings [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Date of incorporation | Jul. 23, 2021 | |
Percentage of effective ownership | ||
Place of incorporation | Cayman Islands | |
Principal activities | Investment holding | |
Solomon JFZ (Asia) Holdings Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Date of incorporation | Jul. 25, 2016 | |
Percentage of effective ownership | 100% | 100% |
Place of incorporation | Hong Kong | |
Principal activities | Securities dealings and brokerage; advising on securities; corporate consultancy services; and asset management services | |
Solomon Private Wealth Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Date of incorporation | Dec. 04, 2023 | |
Percentage of effective ownership | 100% | |
Place of incorporation | Hong Kong | |
Principal activities | Wealth management and financial planning services |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 HKD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||
Credit loss receivables from customer | $ 575,000 | $ 223,000 | ||
Receivables from broker-dealers and clearing organizations | 15,000 | |||
Deferred IPO costs | 343,000 | |||
Allowance for expected credit losses on loan receivables | $ 410,000 | |||
Finite-lived intangible asset, useful life | 2 years | |||
Finite-lived intangible assets, amortization method | Accordingly, the trading platform system is amortized on a straight-line basis over two years. | Accordingly, the trading platform system is amortized on a straight-line basis over two years. | ||
Contract liability | $ 120,000 | |||
Government subsidies | $ 3,000 | 49,000 | ||
Employment days | 2 months | 2 months | ||
Employee contribution for MPF | 5% | 5% | ||
MPF per month (in Dollars) | $ 1,500 | |||
MPF expenses | $ 38,000 | 31,000 | 29,000 | |
Income tax temporary difference | $ 9,000 | $ 16,000 | ||
Tax benefit percentage | 50% | 50% | ||
Equity Method Investment [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Voting percentage | 20% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Capital Accounts are Translated at their Historical Exchange Rates | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 |
Schedule of Capital Accounts are Translated at their Historical Exchange Rates [Abstract] | |||
Year-end spot rate | 7.8257 | 7.8496 | |
Average rate | 7.8243 | 7.8383 | 7.7843 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment | 12 Months Ended |
Mar. 31, 2024 | |
Furniture and fixtures [Member] | |
Schedule of Property and Equipment [Line Items] | |
Property and equipment | 5 years |
Office equipment [Member] | |
Schedule of Property and Equipment [Line Items] | |
Property and equipment | 5 years |
Computer equipment [Member] | |
Schedule of Property and Equipment [Line Items] | |
Property and equipment | 3 years 3 months 18 days |
Leasehold improvements [Member] | |
Schedule of Property and Equipment [Line Items] | |
Leasehold improvements | Shorter of the lease terms or the estimated useful lives of the assets |
Segment Information (Details) -
Segment Information (Details) - Schedule of Key Financial Performance Measures of the Segments - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Revenues - excluding interest income | $ 4,163 | $ 4,426 | $ 2,905 |
Revenues - interest income | 128 | 27 | 351 |
Total revenues | 4,291 | 4,453 | 3,256 |
Commission and handling expenses | (15) | (7) | (1,370) |
General and administrative expenses | (1,852) | (1,389) | (1,068) |
Marketing and promotion expenses | (927) | (444) | (703) |
Allowance for expected credit losses | (854) | (18) | (99) |
Depreciation of property and equipment | (23) | (18) | (19) |
Amortization of intangible assets | (7) | ||
Employee benefits expenses | (5,043) | (1,289) | (944) |
Interest expenses | (229) | ||
Share of results of an associate | (3) | ||
Total expenses | (8,724) | (3,165) | (4,432) |
Interest income | 29 | 1 | |
Other income | 3 | 61 | 196 |
Total other income | 32 | 61 | 197 |
Income (loss) before income tax expense | (4,401) | 1,349 | (979) |
Total assets | 15,401 | 10,227 | 9,459 |
Total liabilities | (6,477) | (6,886) | (7,459) |
Net assets (liabilities) | 8,924 | 3,341 | 2,000 |
Securities related services segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - excluding interest income | 312 | 571 | 1,844 |
Revenues - interest income | 128 | 27 | 351 |
Total revenues | 440 | 598 | 2,195 |
Commission and handling expenses | (15) | (7) | (1,370) |
General and administrative expenses | (387) | (493) | (408) |
Marketing and promotion expenses | (6) | (40) | |
Allowance for expected credit losses | (364) | (18) | (99) |
Interest expenses | (229) | ||
Total expenses | (766) | (524) | (2,146) |
Other income | 15 | ||
Total other income | 15 | ||
Income (loss) before income tax expense | (326) | 74 | 64 |
Total assets | 7,851 | 6,068 | 7,354 |
Total liabilities | (5,136) | (6,349) | (7,318) |
Net assets (liabilities) | 2,715 | (281) | 36 |
Investment advisory services segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - excluding interest income | 2,860 | 2,515 | 728 |
Revenues - interest income | |||
Total revenues | 2,860 | 2,515 | 728 |
Commission and handling expenses | |||
General and administrative expenses | (2) | ||
Marketing and promotion expenses | (108) | (446) | |
Allowance for expected credit losses | (21) | ||
Depreciation of property and equipment | |||
Amortization of intangible assets | |||
Employee benefits expenses | |||
Share of results of an associate | |||
Total expenses | (21) | (110) | (446) |
Interest income | |||
Other income | |||
Total other income | |||
Income (loss) before income tax expense | 2,839 | 2,405 | 282 |
Total assets | 619 | 320 | 112 |
Total liabilities | |||
Net assets (liabilities) | 619 | 320 | 112 |
Asset management services segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - excluding interest income | 871 | 389 | 333 |
Revenues - interest income | |||
Total revenues | 871 | 389 | 333 |
Commission and handling expenses | |||
General and administrative expenses | 52 | (1) | (35) |
Marketing and promotion expenses | (195) | ||
Allowance for expected credit losses | (59) | ||
Depreciation of property and equipment | |||
Amortization of intangible assets | |||
Employee benefits expenses | |||
Share of results of an associate | |||
Total expenses | (7) | (1) | (230) |
Interest income | |||
Other income | 1 | 4 | |
Total other income | 4 | ||
Income (loss) before income tax expense | 864 | 389 | 107 |
Total assets | 246 | 345 | 122 |
Total liabilities | |||
Net assets (liabilities) | 246 | 345 | 122 |
Corporate consultancy services segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - excluding interest income | 120 | 951 | |
Revenues - interest income | |||
Total revenues | 120 | 951 | |
Commission and handling expenses | |||
General and administrative expenses | |||
Marketing and promotion expenses | |||
Allowance for expected credit losses | |||
Depreciation of property and equipment | |||
Amortization of intangible assets | |||
Employee benefits expenses | |||
Share of results of an associate | |||
Total expenses | |||
Interest income | |||
Other income | |||
Total other income | |||
Income (loss) before income tax expense | 120 | 951 | |
Total assets | 600 | ||
Total liabilities | (120) | ||
Net assets (liabilities) | 480 | ||
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues - excluding interest income | |||
Revenues - interest income | |||
Total revenues | |||
Commission and handling expenses | |||
General and administrative expenses | (1,517) | (893) | (625) |
Marketing and promotion expenses | (927) | (330) | (22) |
Allowance for expected credit losses | (410) | ||
Depreciation of property and equipment | (23) | (18) | (19) |
Amortization of intangible assets | (7) | ||
Employee benefits expenses | (5,043) | (1,289) | (944) |
Share of results of an associate | (3) | ||
Total expenses | (7,930) | (2,530) | (1,610) |
Interest income | 29 | 1 | |
Other income | 3 | 60 | 177 |
Total other income | 32 | 178 | |
Income (loss) before income tax expense | (7,898) | (2,470) | (1,432) |
Total assets | 6,685 | 2,894 | 1,871 |
Total liabilities | (1,341) | (417) | (141) |
Net assets (liabilities) | $ 5,344 | $ 2,477 | $ 1,730 |
Investment in an Associate (Det
Investment in an Associate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 05, 2024 | Mar. 31, 2024 | Mar. 25, 2024 | |
Investment in an Associate [Line Items] | |||
Purchase price (in Dollars) | $ 700,000 | ||
Payment of investments (in Dollars) | $ 200,000 | $ 500,000 | |
Cambria Capital’s [Member] | |||
Investment in an Associate [Line Items] | |||
Percentage of acquisition | 24.90% | 24.90% | |
Cambria Capital’s [Member] | |||
Investment in an Associate [Line Items] | |||
Percentage of membership interests | 100% | ||
Percentage of remaining membership interest | 75.10% |
Investment in an Associate (D_2
Investment in an Associate (Details) - Schedule of Investments $ in Thousands | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Investments [Abstract] | |
Beginning balance | |
Cost of acquisition | 257 |
Share of post-acquisition loss | (3) |
Ending balance | $ 254 |
Investment in an Associate (D_3
Investment in an Associate (Details) - Schedule of Unaudited Financial Information - Financial Information of Company Associate [Member] $ in Thousands | 12 Months Ended |
Mar. 31, 2024 USD ($) | |
Condensed Financial Statements, Captions [Line Items] | |
Current assets | $ 376 |
Non-current assets | 1 |
Current liabilities | (61) |
Net assets of the associate | 316 |
Revenue | 92 |
Loss for the year | $ (167) |
Investment in an Associate (D_4
Investment in an Associate (Details) - Schedule of Reconciliation of Financial Information Presented to Carrying Amount - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
$’000 | ||
Net assets | $ 316 | |
Group’s equity interest | 24.90% | |
Group share of net assets | $ 79 | |
Goodwill | 175 | |
Carrying value | $ 254 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Property and Equipment, Net [Abstract] | |||
Depreciation expense | $ 23 | $ 18 | $ 19 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment Consist - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Schedule of Property and Equipment Consist [Line Items] | ||
Less: accumulated depreciation | $ (74) | $ (51) |
Property and equipment, net | 150 | 32 |
Leasehold Improvement [Member] | ||
Schedule of Property and Equipment Consist [Line Items] | ||
Property and equipment, gross | 106 | 33 |
Computers Equipment [Member] | ||
Schedule of Property and Equipment Consist [Line Items] | ||
Property and equipment, gross | 64 | 41 |
Furniture and Fixtures [Member] | ||
Schedule of Property and Equipment Consist [Line Items] | ||
Property and equipment, gross | 48 | 6 |
Office Equipment [Member] | ||
Schedule of Property and Equipment Consist [Line Items] | ||
Property and equipment, gross | $ 6 | $ 3 |
Right-of-Use Assets and Lease_3
Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Right-of-Use Assets and Lease Liabilities [Abstract] | |||
Lease expense | $ 257 | $ 168 | $ 171 |
Right-of-Use Assets and Lease_4
Right-of-Use Assets and Lease Liabilities (Details) - Schedule of ROU Assets and Operating Lease Liabilities - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Schedule of ROU Assets and Operating Lease Liabilities [Abstract] | ||
Operating lease ROU assets | $ 1,057 | $ 251 |
Operating lease liabilities | ||
Current portion | 631 | 156 |
Non-current portion | 439 | 95 |
Total | $ 1,070 | $ 251 |
Operating leases: | ||
Weighted average remaining lease term (years) | 2 years | 2 years |
Weighted average discount rate | 5.83% | 5.38% |
Right-of-Use Assets and Lease_5
Right-of-Use Assets and Lease Liabilities (Details) - Schedule of Maturity Analysis of the Company’s Non-Cancelable Operating Lease Obligations - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Schedule of Maturity Analysis of the Company’s Non-Cancelable Operating Lease Obligations [Abstract] | ||
Year ending March 31, 2024 | $ 674 | |
Year ending March 31, 2025 | 450 | |
Total undiscounted lease obligations | 1,124 | |
Less: imputed interest | (54) | |
Lease liabilities recognized in the consolidated balance sheet | $ 1,070 | $ 251 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Intangible Assets, Net [Abstract] | |||
Amortization of Intangible Assets | $ 7 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Schedule of Intangible Assets [Abstract] | ||
Trading rights | $ 64 | $ 64 |
Trading platform system | 20 | |
Less: accumulated amortization | (7) | |
Intangible assets, net | $ 77 | $ 64 |
Receivables from Customers an_3
Receivables from Customers and Broker-Dealers and Clearing Organization, Net (Details) - Schedule of Receivables From Customers and Broker-Dealers and Clearing Organizations, Net - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Receivables from: | ||
Customers | $ 3,463 | $ 1,502 |
Brokers-dealers and clearing organizations | 679 | 303 |
Sub-total | 4,142 | 1,805 |
Less: allowance for expected credit losses | (590) | (223) |
Total | $ 3,552 | $ 1,582 |
Receivables from Customers an_4
Receivables from Customers and Broker-Dealers and Clearing Organization, Net (Details) - Schedule of Allowance for Expected Credit Losses for Receivables From Customers and Broker-Dealers and Clearing Organizations - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Allowance for Expected Credit Losses for Receivables From Customers and Broker-Dealers and Clearing Organizations [Abstract] | ||
Beginning balance | $ 223 | $ 205 |
Allowance for expected credit losses recognized | 444 | 18 |
Write-offs | (77) | |
Ending balance | $ 590 | $ 223 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets, Net (Details) - Schedule of Prepaid Expenses and Other Current Assets, Net - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 | |
Current | |||
Prepaid professional fee (note a) | [1] | $ 460 | $ 72 |
Prepaid information technology expenses | 30 | 60 | |
Prepaid office expenses | 82 | 29 | |
Prepaid marketing expenses (note b) | [2] | 813 | |
Deferred IPO costs | 343 | ||
Others | 7 | 9 | |
Total prepaid expenses and other current assets, net - current | 1,392 | 513 | |
Non-current | |||
Prepaid professional expenses (note a) | [1] | 450 | |
Total prepaid expenses - non-current | $ 450 | ||
[1]Prepaid professional fee are virtual asset business solutions consultancy fee advanced to the advisors. The service is expected to be provided from year 2024 to year 2028.[2]Prepaid marketing expenses are associated with marketing, branding creation, and AI video production services that are paid for in advance to marketing firms. |
Loan Receivables, Net (Details)
Loan Receivables, Net (Details) $ in Thousands, $ in Thousands | 12 Months Ended | ||||
Oct. 18, 2023 USD ($) | Oct. 18, 2023 HKD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Loan Receivables, Net [Abstract] | |||||
Loans third party | $ 958 | $ 400,000 | $ 958 | ||
Borrower with a fixed interest | $ 51 | 26 | |||
Maturity date | Oct. 17, 2024 | Oct. 17, 2024 | |||
Net carrying amount of loan receivables | 574 | ||||
Interest receivable | $ 26 |
Loan Receivables, Net (Detail_2
Loan Receivables, Net (Details) - Schedule of Loan Receivables, Net - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Schedule of Loan Receivables, Net [Abstract] | ||
Loan to a third party (including interest receivable of $26,000) | $ 984 | |
Less: allowance for expected credit losses | (410) | |
Total | $ 574 |
Loan Receivables, Net (Detail_3
Loan Receivables, Net (Details) - Schedule of Loan Receivables, Net (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 |
Schedule of Loan Receivables, Net [Abstract] | |||
Loan to a third party interest receivable | $ 26 |
Loan Receivables, Net (Detail_4
Loan Receivables, Net (Details) - Schedule of Allowance for Expected Credit Losses for Loan Receivables - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Allowance for Expected Credit Losses for Loan Receivables [Abstract] | ||
Beginning balance | ||
Allowance for expected credit losses recognized | 410 | |
Ending balance | $ 410 |
Accruals and Other Current Li_3
Accruals and Other Current Liabilities (Details) - Schedule of Accruals and Other Current Liabilities - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Schedulle of Accruals and Other Current Liabilities [Abstract] | ||
Accrued payroll and welfare expenses | $ 8 | $ 5 |
Accrued professional fee | 156 | 136 |
Other accruals and payables | 68 | 22 |
Total | $ 232 | $ 163 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 12 Months Ended | ||||||||
Nov. 07, 2023 | Sep. 06, 2023 | Sep. 06, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 07, 2022 | |||
Shareholders' Equity [Line Items] | |||||||||
Par value (in Dollars per share) | $ 0.0001 | [1] | $ 0.0001 | [1] | $ 0.0001 | ||||
Gross proceeds | $ 8,000,000 | ||||||||
Net proceeds | $ 7,065,000 | ||||||||
Underwriting discounts and commissions | 720,000 | ||||||||
Total offering expenses | 967,000 | ||||||||
Underwriting discounts and commissions and total offering expenses | 1,687,000 | ||||||||
Recognized in additional paid-in capital | $ 6,313,000 | $ 3,810,000 | |||||||
Shares to employees (in Shares) | 1,500,000 | ||||||||
Outstanding restricted shares (in Shares) | 1,500,000 | ||||||||
Share based compensation | $ 3,810,000 | ||||||||
IPO [Member] | |||||||||
Shareholders' Equity [Line Items] | |||||||||
Shares issued (in Shares) | 2,000,000 | ||||||||
Par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Offering price (in Dollars per share) | $ 4 | $ 4 | |||||||
Gross proceeds | $ 8,000,000 | ||||||||
Net proceeds | $ 7,065,000 | ||||||||
Shares to employees (in Shares) | 1,500,000 | ||||||||
Shares valued | $ 3,810,000 | ||||||||
[1] Retrospectively restated for effect of share reorganization (see Note 1) |
Disaggregated Revenue (Details)
Disaggregated Revenue (Details) - Schedule of Revenue from Contracts with Customers - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Securities brokerage commission income [Member] | |||
Securities brokerage services | |||
Contracts with customers | $ 25 | $ 55 | $ 117 |
Securities brokerage handling income [Member] | |||
Securities brokerage services | |||
Contracts with customers | 26 | 19 | 1,727 |
Securities Brokerage Commissions and Handling Income [Member] | |||
Securities brokerage services | |||
Contracts with customers | 51 | 74 | 1,844 |
Fund subscription fee – related parties [Member] | |||
Securities brokerage services | |||
Contracts with customers | 22 | 3 | 195 |
Consultancy service income [Member] | |||
Securities brokerage services | |||
Contracts with customers | 120 | 951 | |
Referral Income [Member] | |||
Securities brokerage services | |||
Contracts with customers | 261 | 497 | |
IPO financing [Member] | |||
Securities brokerage services | |||
Contracts with customers | 322 | ||
Other securities brokerage financing [Member] | |||
Securities brokerage services | |||
Contracts with customers | 128 | 27 | 29 |
Interests Income [Member] | |||
Securities brokerage services | |||
Contracts with customers | 128 | 27 | 351 |
Consultancy income [Member] | |||
Securities brokerage services | |||
Contracts with customers | 2,860 | 2,515 | 728 |
Management fee income – related parties [Member] | |||
Securities brokerage services | |||
Contracts with customers | 311 | 236 | 95 |
Performance fee income – related parties [Member] | |||
Securities brokerage services | |||
Contracts with customers | 538 | 150 | 43 |
Asset Management Income - Related Parties [Member] | |||
Securities brokerage services | |||
Contracts with customers | 849 | 386 | 138 |
Transferred at Point in Time [Member] | |||
Securities brokerage services | |||
Contracts with customers | 454 | 1,525 | 2,039 |
Transferred over Time [Member] | |||
Securities brokerage services | |||
Contracts with customers | $ 3,837 | $ 2,928 | $ 1,217 |
Other Income (Details) - Schedu
Other Income (Details) - Schedule of Other Income - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Other Income [Abstract] | |||
Government subsidies | $ 3 | $ 49 | |
Other consultancy income | 160 | ||
Exchange gain on foreign currency translation | 11 | 16 | |
Others | 1 | 20 | |
Total | $ 3 | $ 61 | $ 196 |
Employee Benefits Expenses (Det
Employee Benefits Expenses (Details) - Schedule of Employee Benefits Expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Employee Benefits Expenses [Abstract] | |||
Salaries and other short term employee benefits | $ 1,195 | $ 1,258 | $ 915 |
Payments to defined contribution pension schemes | 38 | 31 | 29 |
Share based compensations | 3,810 | ||
Total | $ 5,043 | $ 1,289 | $ 944 |
Income Tax (Details)
Income Tax (Details) $ in Millions | 12 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 HKD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Income Tax [Line Items] | ||||
Income tax rate (in Dollars) | $ (726,000) | $ 223,000 | $ (162,000) | |
Income tax percentage | 16.50% | 16.50% | ||
Tax losses carried forward (in Dollars) | $ 816,000 | |||
Hong Kong [Member] | ||||
Income Tax [Line Items] | ||||
Income tax rate (in Dollars) | $ 2 | |||
Applicable tax rate percentage | 16.50% | 16.50% | ||
SJFZ [Member] | ||||
Income Tax [Line Items] | ||||
Income tax percentage | 8.25% | 8.25% | ||
SJFZ [Member] | Hong Kong [Member] | ||||
Income Tax [Line Items] | ||||
Income tax rate (in Dollars) | $ 2 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of (Loss) Income before Income Tax Expense - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of (Loss) Income before Income Tax Expense [Line Items] | |||
(Loss) income before income tax expense | $ (4,401) | $ 1,349 | $ (979) |
Hong Kong [Member] | |||
Schedule of (Loss) Income before Income Tax Expense [Line Items] | |||
(Loss) income before income tax expense | 1,559 | 1,358 | (979) |
Cayman Islands [Member] | |||
Schedule of (Loss) Income before Income Tax Expense [Line Items] | |||
(Loss) income before income tax expense | $ (5,960) | $ (9) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Reconciliation the Statutory and Effective Tax Expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Reconciliation the Statutory and Effective Tax Expenses [Abstract] | |||
(Loss) income before income tax expense | $ (4,401) | $ 1,349 | $ (979) |
Tax at Hong Kong statutory tax rate of 16.5% | (726) | 223 | (162) |
Effect of tax-exempt for the Company incorporated in Cayman Islands | 984 | 1 | |
Tax effect on non-assessable income | (8) | ||
Tax effect on non-deductible expenses | 60 | 53 | 4 |
Tax effect on deductible temporary differences | (2) | 6 | 17 |
Tax effect on tax losses not recognized | 141 | ||
Tax effect of utilization of tax losses previously not recognized | (140) | (275) | |
Tax concession | (21) | ||
Income tax expense | $ 155 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of the Deferred Tax Assets - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 |
Deferred tax assets, net: | |||
Net operating loss carryforwards | $ 140 | ||
Less: valuation allowance | (140) | $ (415) | |
Deferred tax assets, net: |
Income Tax (Details) - Schedu_4
Income Tax (Details) - Schedule of Movement of Valuation Allowance - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Movement of Valuation Allowance [Abstract] | ||
Beginning balance | $ 140 | $ 415 |
Operating loss utilized | (140) | (275) |
Ending balance | $ 140 |
Related Party Transactions an_3
Related Party Transactions and Balances (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Related Party Transactions and Balances [Abstract] | ||
Non trade income receivables | $ 220,000 | $ 309,000 |
Related Party Transactions an_4
Related Party Transactions and Balances (Details) - Schedule of Relationships with Related Parties - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Relationships with Related Parties [Line Items] | |||
Total expense for referral of customers | $ 115 | $ 652 | |
Total income | 26 | ||
Total receivable from customers | 220 | 309 | |
Total amount due from related parties | 4,142 | 1,805 | |
Related Party [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Total amount due from related parties | 26 | 87 | |
Asset Management Income - Related Parties [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Total asset management income | $ 871 | 389 | 333 |
Grow World LPF [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Nature of relationships with related parties | Entity controlled by Mr. Lok and Ms. Yao | ||
Total receivable from customers | $ 1 | 40 | |
Grow World LPF [Member] | Asset Management Income - Related Parties [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Total asset management income | $ 10 | 40 | |
Grow World II LPF [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Nature of relationships with related parties | Entity controlled by Mr. Lok and Ms. Yao | ||
Total receivable from customers | $ 19 | ||
Grow World II LPF [Member] | Asset Management Income - Related Parties [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Total asset management income | $ 46 | ||
Solomon Capital Fund SPC [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Nature of relationships with related parties | Entity controlled by Mr. Lok and Ms. Yao | ||
Total receivable from customers | $ 200 | 269 | |
Solomon Capital Fund SPC [Member] | Related Party [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Total amount due from related parties | 26 | 36 | |
Solomon Capital Fund SPC [Member] | Asset Management Income - Related Parties [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Total asset management income | $ 815 | 349 | 333 |
Tek Fong Group Limited [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Nature of relationships with related parties | Entity controlled by Mr. Lok and Ms. Yao | ||
Total expense for referral of customers | 45 | ||
Master Venus Limited [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Nature of relationships with related parties | Entity controlled by Mr. Zhang, Mr. Lok and Ms. Yao | ||
Master Venus Limited [Member] | Related Party [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Total amount due from related parties | 51 | ||
Mr. Lok [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Nature of relationships with related parties | Shareholder and director of the Company | ||
Total expense for referral of customers | 64 | ||
Total income | 1 | ||
Mr. Lok [Member] | Related Party [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Amount due from a director | 28 | ||
Ms. Yao [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Nature of relationships with related parties | Shareholder and director of SJFZ | ||
Total expense for referral of customers | 447 | ||
Ms. Yao [Member] | Related Party [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Amount due to a related party | $ (6) | (6) | |
Mr. Shing Tak Tam (“Mr. Tam”) [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Nature of relationships with related parties | Chief Executive Officer and director of the Company | ||
Solomon Capital Asset Management Limited [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Total expense for referral of customers | 59 | ||
Tuoyin Technology Limited [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Total expense for referral of customers | 136 | ||
Total income | 100 | ||
Mr. Tam [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Total expense for referral of customers | 6 | $ 10 | |
Mr. Lok [Member] | Related Party [Member] | |||
Schedule of Relationships with Related Parties [Line Items] | |||
Amount due to a related party | $ (3) |
Related Party Transactions an_5
Related Party Transactions and Balances (Details) - Schedule of Remuneration to Senior Management - Related Party [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Remuneration to Senior Management [Line Items] | |||
Salaries and other short term employee benefits | $ 518 | $ 706 | $ 255 |
Payments to defined contribution pension schemes | 12 | 11 | 7 |
Total | $ 530 | $ 717 | $ 262 |
Regulatory Requirements (Detai
Regulatory Requirements (Details) - Schedule of Capital Requirements - Solomon JFZ (Asia) Holdings Limited [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Schedule of Capital Requirements [Line Items] | ||
Minimum regulatory capital requirements | $ 383 | $ 383 |
Capital levels maintained | $ 3,573 | $ 1,632 |
Concentrations and Risks (Detai
Concentrations and Risks (Details) - Schedule of the Customers Accounting of Total Revenue - Customer Concentration Risk [Member] - Revenue [Member] - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |||
Customer A [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue | $ 1,760 | $ 1,916 | [1] | ||
Total revenue percentage | 41% | 43% | [1] | ||
Customer B [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue | $ 1,100 | $ 599 | $ 567 | ||
Total revenue percentage | 26% | 13% | 17% | ||
Customer C [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue | $ 815 | [1] | $ 333 | ||
Total revenue percentage | 19% | [1] | 10% | ||
Customer D [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue | $ 498 | $ 1,655 | |||
Total revenue percentage | 11% | 51% | |||
Customer E [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue | $ 500 | ||||
Total revenue percentage | 11% | ||||
Customer F [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Total revenue | $ 451 | ||||
Total revenue percentage | 10% | ||||
[1]Less than 10% |
Concentrations and Risks (Det_2
Concentrations and Risks (Details) - Schedule of the Customers Accounting of Total Receivables from Customers - Customer Concentration Risk [Member] - Receivables [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Customer G [Member] | |||
Schedule of the Customers Accounting of Total Receivables from Customers [Line Items] | |||
Receivables from customers | $ 1,997 | ||
Receivables from customers percentage | 69% | ||
Customer A [Member] | |||
Schedule of the Customers Accounting of Total Receivables from Customers [Line Items] | |||
Receivables from customers | $ 619 | $ 320 | |
Receivables from customers percentage | 21% | 25% | |
Customer C [Member] | Related Party [Member] | |||
Schedule of the Customers Accounting of Total Receivables from Customers [Line Items] | |||
Receivables from customers | [1] | $ 269 | |
Receivables from customers percentage | [1] | 21% | |
Customer F [Member] | |||
Schedule of the Customers Accounting of Total Receivables from Customers [Line Items] | |||
Receivables from customers | $ 350 | ||
Receivables from customers percentage | 27% | ||
Customer E [Member] | |||
Schedule of the Customers Accounting of Total Receivables from Customers [Line Items] | |||
Receivables from customers | $ 250 | ||
Receivables from customers percentage | 20% | ||
[1]Less than 10% |
Concentrations and Risks (Det_3
Concentrations and Risks (Details) - Schedule of the Customers Accounting of Total Payables to Customers - Customer Concentration Risk [Member] - Payables [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Customer H [Member] | ||
Concentrations and Risks (Details) - Schedule of the Customers Accounting of Total Payables to Customers [Line Items] | ||
Payables to customers | $ 1,559 | $ 1,554 |
Payables to customers percentage | 30% | 24% |
Customer I [Member] | ||
Concentrations and Risks (Details) - Schedule of the Customers Accounting of Total Payables to Customers [Line Items] | ||
Payables to customers | $ 1,396 | $ 1,392 |
Payables to customers percentage | 27% | 22% |
Customer J [Member] | ||
Concentrations and Risks (Details) - Schedule of the Customers Accounting of Total Payables to Customers [Line Items] | ||
Payables to customers | $ 649 | $ 646 |
Payables to customers percentage | 13% | 10% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - BA Fintech Lab [Member] | May 28, 2024 USD ($) |
Subsequent Events [Line Items] | |
Percentage of total outstanding shares | 2.47% |
Aggregate purchase price | $ 290,000 |
Condensed Parent Only Financi_3
Condensed Parent Only Financial Information (Details) | 12 Months Ended |
Mar. 31, 2024 | |
Condensed Parent Only Financial Information [Line Items] | |
Percentage of restricted net assets of subsidiaries company | 25% |
Parent Company [Member] | |
Condensed Parent Only Financial Information [Line Items] | |
Percentage of restricted net assets of subsidiaries company | 25% |
Condensed Parent Only Financi_4
Condensed Parent Only Financial Information (Details) - Schedule of Condensed Balance Sheets - Parent Company [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,357 | $ 5 |
Prepaid expenses and other current assets, net | 1,312 | |
Loan receivables net of allowance for expected credit losses of $410,000 and nil as of March 31, 2024 and 2023 | 574 | |
Total current assets | 3,243 | 6 |
Non-current assets: | ||
Interests in subsidiaries | 4,688 | 4,687 |
Investment in an associate | 254 | |
Property and equipment, net | 124 | |
Right-of-use assets, net | 962 | |
Refundable deposits | 288 | |
Prepaid expenses | 450 | |
Total non-current assets | 6,766 | 4,687 |
TOTAL ASSETS | 10,009 | 4,693 |
Current liabilities: | ||
Accruals and other current liabilities | 158 | |
Lease liabilities - current | 536 | |
Amount due to a subsidiary | 25 | 4,695 |
Total current liabilities | 728 | 4,701 |
Non-current liabilities: | ||
Lease liabilities - non-current | 439 | |
Total non-current liabilities | 439 | |
TOTAL LIABILITIES | 1,167 | 4,701 |
Shareholders’ equity (deficit) | ||
Ordinary shares (US$0.0001 par value per share; 1,000,000,000 shares authorized; 15,500,000 and 12,000,000 shares issued and outstanding as of March 31, 2024 and 2023) | 1 | 1 |
Additional paid-in capital | 14,810 | |
Accumulated losses | (5,969) | (9) |
Total shareholders’ equity | 8,842 | (8) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 10,009 | 4,693 |
Related Party [Member] | ||
Current liabilities: | ||
Amount due to a related party | 6 | 6 |
Director [Member] | ||
Current assets: | ||
Amount due from a director | 1 | |
Current liabilities: | ||
Amount due to a director | $ 3 |
Condensed Parent Only Financi_5
Condensed Parent Only Financial Information (Details) - Schedule of Condensed Balance Sheets (Parentheticals) - Parent Company [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2024 | Mar. 31, 2023 |
Schedule of Condensed Balance Sheets [Line Items] | ||
Allowance for expected credit losses (in Dollars) | $ 410,000 | |
Ordinary shares, par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 1,000,000,000 | 1,000,000,000 |
Ordinary shares, shares issued | 15,500,000 | 12,000,000 |
Ordinary shares, shares outstanding | 15,500,000 | 12,000,000 |
Condensed Parent Only Financi_6
Condensed Parent Only Financial Information (Details) - Schedule of Condensed Statements of Loss - Parent Company [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Condensed Statements of Loss [Line Items] | |||
Interest income | $ 29 | ||
Expenses | |||
Allowance for expected credit losses | 410 | ||
Employee benefits expenses | 3,852 | ||
Share of results of an associate | 3 | ||
Professional fee | 421 | 8 | |
Office expenses | 117 | ||
Marketing and promotion expenses | 921 | ||
Other general and administrative expenses | 265 | 1 | |
Total expenses | 5,989 | 9 | |
Loss before income tax expense | (5,960) | (9) | |
Income tax expense | |||
Net (loss) income | $ (5,960) | $ (9) |
Condensed Parent Only Financi_7
Condensed Parent Only Financial Information (Details) - Schedule of Condensed Statements of Cash Flows - Parent Company [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss (income) | $ (5,960) | $ (9) | |
Adjustment to reconcile net loss to cash used in operating activities: | |||
Depreciation | 4 | ||
Allowance for expected credit losses | 410 | ||
Share based compensations | 3,810 | ||
Share of results of an associate | 3 | ||
Interest income from loan to a third party | (26) | ||
Lease expense | 93 | ||
Change in operating assets and liabilities: | |||
Change in refundable deposits | (288) | ||
Change in prepaid expenses and other current assets | (1,763) | ||
Change in amount due from a director | 1 | ||
Change in accruals and other current liabilities | 158 | ||
Change in lease liabilities | (80) | ||
Change in amount due to a subsidiary | 39 | 8 | |
Cash used in operating activities | (3,599) | (1) | |
Cash flows from investing activities | |||
Purchase of property and equipment | (128) | ||
Investment in an associate | (257) | ||
Loan to a third party | (958) | ||
Cash (used in) provided by investing activities | (1,343) | ||
Cash flows from financing activities | |||
Net proceeds from IPO | 7,065 | ||
Advance to a subsidiary | (774) | ||
Advance from a director | 3 | 6 | |
Cash provided by (used in) financing activities | 6,294 | 6 | |
Net change in cash, cash equivalents and cash segregated for regulatory purpose | 1,352 | 5 | |
Cash, cash equivalents and cash segregated for regulatory purpose at beginning of the year | 5 | ||
Cash, cash equivalents and cash segregated for regulatory purpose at the end of the year | 1,357 | 5 | |
Supplemental schedule of non-cash investing and financing activities: | |||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ 1,044 |