Starglory Holdings Co., Ltd.HKEX: 8213

Interim report for the six months ended 30 september 2024

· Issued by Starglory Holdings Co., Ltd.

StarGlory榮 暉Holdings控 股 有Company限 公 司 Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8213)

INTERIM REPORT

FOR THE SIX MONTHS ENDED

30 SEPTEMBER 2024

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE")

GEM has been positioned as a market designed to accommodate small and mid- sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report.

This report, for which the directors (the "Directors") of StarGlory Holdings Company Limited (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules") for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this report misleading.

FINANCIAL HIGHLIGHTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2024

Consolidated revenue of the Company and its subsidiaries (collectively the "Group") was approximately HK$22.4 million for the six months ended 30 September 2024, representing a decrease of approximately 62.3% compared with approximately HK$59.4 million recorded in the corresponding period last year.

Loss attributable to owners of the Company increased to HK$11.4 million for the six months ended 30 September 2024 from HK$5.9 million in the corresponding period last year.

1

INTERIM RESULTS

The board of Directors (the "Board") of the Company hereby announces the unaudited condensed consolidated interim results of the Group for the six months ended 30 September 2024, together with the comparative unaudited consolidated figures for the corresponding period last year:

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS (UNAUDITED)

For the six months ended 30 September 2024

For the six months

ended 30 September

2024

2023

(Unaudited)

(Unaudited)

Note

HK$'000

HK$'000

Revenue

2

22,391

59,443

Cost of sales

(12,664)

(30,091)

Gross profit

9,727

29,352

Other income

316

687

Gain on disposal of subsidiaries

3

-

6,087

Operating expenses

(19,667)

(41,233)

Operating loss

(9,624)

(5,107)

Finance costs

4(a)

(1,489)

(2,166)

Share of loss of an associate

(246)

-

Loss before income tax

4

(11,359)

(7,273)

Income tax credit

5

7

1,305

Loss for the period

(11,352)

(5,968)

Loss for the period attributable to:

Owners of the Company

(11,352)

(5,869)

Non-controlling interests

-

(99)

(11,352)

(5,968)

Loss per share (HK cents)

6

- Basic

(2.18)

(1.13)

- Diluted

(2.18)

(1.13)

2

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

For the six months ended 30 September 2024

For the six months

ended 30 September

2024

2023

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Loss for the period

(11,352)

(5,968)

Other comprehensive loss:

Items that may be subsequently

reclassified to profit or loss:

Exchange loss arising from

translation of financial statements

of foreign operations

(165)

(1,405)

Total comprehensive loss for

the period

(11,517)

(7,373)

Total comprehensive loss for

the period attributable to:

Owners of the Company

(11,517)

(6,138)

Non-controlling interests

-

(1,235)

(11,517)

(7,373)

3

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 September 2024

As at

As at

30 September

31 March

2024

2024

(Unaudited)

(Audited)

Note

HK$'000

HK$'000

NON-CURRENT ASSETS

Plant and equipment

3,802

1,437

Right-of-use assets

1,086

6,668

Goodwill

-

-

Intangible assets

4,696

5,077

Interest in an associate

4,579

4,825

14,163

18,007

CURRENT ASSETS

Inventories

176

247

Debtors, deposits and prepayments

7

15,806

15,056

Cash and cash equivalents

18,334

21,233

34,316

36,536

DEDUCT:-

CURRENT LIABILITIES

Creditors and accruals

8

39,990

30,746

Other loans

9

107,428

108,549

Contract liabilities

770

856

Lease Liabilities

3,613

5,877

Convertible bonds

-

40,000

151,801

186,028

NET CURRENT LIABILITIES

(117,485)

(149,492)

4

As at

As at

30 September

31 March

2024

2024

(Unaudited)

(Audited)

HK$'000

HK$'000

TOTAL ASSETS LESS CURRENT

LIABILITIES

(103,322)

(131,485)

NON-CURRENT LIABILITIES

Lease liabilities

602

1,732

Convertible bonds

40,000

-

40,602

1,732

NET LIABILITIES

(143,924)

(133,217)

REPRESENTING:-

EQUITY ATTRIBUTABLE TO

OWNERS OF THE COMPANY

Share capital

41,662

41,662

Reserves

(186,396)

(174,879)

(144,734)

(133,217)

NON-CONTROLLING INTERESTS

810

-

TOTAL EQUITY

(143,924)

(133,217)

5

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

For the six months ended 30 September 2024

At 1.4.2023 (audited)

Disposal of subsidiaries - Note 3

Total comprehensive (loss)/income

Loss for the period

Other comprehensive income/(loss):-

Exchange gain/(loss) arising from translation of financial statements of foreign operations

Total comprehensive (loss)/income for the period

At 30.9.2023 (unaudited)

At 1.4.2024 (audited)

Acquisition of a subsidiary

Total comprehensive loss Loss for the period Other comprehensive loss:-

Exchange loss arising from translation of financial statements of foreign operations

Total comprehensive loss for the period

Attributable to owners of the Company

Convertible

bonds

Non-

Share

Accumulated

Share

Special

Exchange

equity

Other

controlling

capital

losses

premium

reserve

reserve

reserve

reserve

Total

interests

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

41,662

(423,802)

258,889

3,801

1,265

1,390

17

(116,778)

(2,010)

(118,788)

-

-

-

-

(2,290)

-

-

(2,290)

3,245

955

-

(5,869)

-

-

-

-

-

(5,869)

(99)

(5,968)

-

-

-

-

2,021

-

-

2,021

(1,136)

885

-

(5,869)

-

-

2,021

-

-

(3,848)

(1,235)

(5,083)

41,662

(429,671)

258,889

3,801

996

1,390

17

(122,916)

-

(122,916)

41,662

(440,007)

258,889

3,801

1,031

1,390

17

(133,217)

-

(133,217)

-

-

-

-

-

-

-

-

810

810

-

(11,352)

-

-

-

-

-

(11,352)

-

(11,352)

-

-

-

-

(165)

-

-

(165)

-

(165)

-

(11,352)

-

-

(165)

-

-

(11,517)

-

(11,517)

At 30.9.2024 (unaudited)

41,662

(451,359)

258,889

3,801

866

1,390

17

(144,734)

810

(143,924)

6

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

For the six months

ended 30 September

2024

2023

(Unaudited)

(Unaudited)

HK$'000

HK$'000

NET CASH USED IN OPERATING ACTIVITIES

(3,260)

(5,344)

NET CASH FROM/(USED IN) INVESTING

ACTIVITIES

1,092

(85)

NET CASH (USED IN)/FROM FINANCING

ACTIVITIES

(716)

2,364

NET DECREASE IN CASH AND

CASH EQUIVALENTS

(2,884)

(3,065)

CASH AND CASH EQUIVALENTS AT

THE BEGINNING OF THE PERIOD

21,233

31,390

EFFECT OF FOREIGN EXCHANGE

RATE CHANGE

(15)

297

CASH AND CASH EQUIVALENTS AT

THE END OF THE PERIOD

18,334

28,622

ANALYSIS OF CASH AND CASH EQUIVALENTS

As at

As at

30 September

30 September

2024

2023

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Cash and bank balances

18,334

28,622

7

Notes:

1. BASIS OF PREPARATION

  1. These unaudited condensed consolidated interim results have been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance and are prepared under the historical cost convention and the disclosures required by the Rules Governing the Listing of Securities on GEM of the Stock Exchange.
    These unaudited condensed consolidated interim results should be read in conjunction with the consolidated financial statements for the year ended 31 March 2024, which have been prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs").
    These unaudited condensed consolidated interim results have been prepared in accordance with the same accounting policies adopted in the 2024 annual financial statements, except for all the new and revised HKFRSs issued by the HKICPA that are relevant to its operations and effective for its annual period beginning on 1 April 2024. The adoption of these new and revised HKFRSs did not result in significant changes to the Group's accounting policies, presentation of the Group's unaudited condensed consolidated interim results and amounts reported for the current period and prior periods.
  2. Adoption of the going concern basis
    When preparing the unaudited condensed consolidated interim results, the Group's ability to continue as a going concern has been assessed. These unaudited condensed consolidated interim results have been prepared by the Directors on a going concern basis notwithstanding that the Group had net current liabilities and net liabilities of approximately HK$117,485,000 and HK$143,924,000 respectively as at
    30 September 2024 as the Directors considered that:
    1. Ms. Huang Li, being the sole beneficial owner and director of the ultimate holding company of the Group, has agreed to provide continuing financial support to the Group; and
    2. On 8 April 2024, Mr. Tang Sing Ming Sherman ("Mr. Tang"), as a lender, who is also the sole beneficial owner of the convertible bonds ("Convertible Bonds") issued by the Company, signed a memorandum of loans with a subsidiary of the Company, pursuant to which repayment date of a loan from Mr. Tang with an outstanding balance of principal and interest of approximately HK$99,431,000 as at 31 March 2024 was extended (the "Extension") from 22 June 2024 to 22 June 2025 (the "Extended Loan"). The Extended Loan bears the same term after the Extension. The rest of the loan from Mr. Tang is unsecured, interest-free and repayable on demand.

After taking into consideration of the above factors and funds expected to be generated internally based on the Directors' estimation on future cash flow of the Group, the Directors are satisfied that the Group will have sufficient financial resources to meet its financial obligations as they fall due in the foreseeable future and consider that it is appropriate for the unaudited condensed consolidated interim results to be prepared on a going concern basis since there are no material uncertainties related to events or conditions that may cast significant doubt upon the Group's ability to continue as a going concern.

8

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