Annual Report for Fiscal Year Ending September 30, 2025 (Form 20-F)

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under "Item 3. Key Information-3.D. Risk Factors" and elsewhere in this annual report.

Overview

We, through our operating subsidiaries, are a Macau-based consulting services provider principally engaged in delivering administrative, fintech, investment brokerage, project brokerage and project research services to a wide range of customers in Macau and China. Our operations are conducted through our wholly-owned operating subsidiaries: ZGCL Macau, LICCL and LFTL. Our diversified business portfolio enables us to leverage synergies across different business lines, fostering new opportunities for each segment and offering integrated consulting solutions to our clients.

The following discussion and analysis of our financial condition and operating results are based on the financial data extracted from our audited consolidated financial statements for the years ended September 30, 2025, 2024 and 2023, as included in this annual report.

Our revenues were US$3,163,432, US$2,030,855 and US$863,228 for the years ended September 30, 2025, 2024 and 2023, respectively. We recorded net income of US$1,001,335, US$798,716 and US$419,558 for the years ended September 30, 2025, 2024 and 2023, respectively. We plan to keep our business, through our operating subsidiaries, growing by strengthening our fintech, investment brokerage, project brokerage and project research services.

Recent Developments

On September 9, 2025, we completed our IPO on The Nasdaq Capital Market, issuing 1,500,000 ordinary shares at a price of $4.00 per share. The ordinary shares began trading on The Nasdaq Capital Market on the same date under the ticker symbol "ZGM". As part of the IPO, we granted the underwriter a 45-day option to purchase up to an additional 225,000 ordinary shares at the public offering price of $4.00 per share, less underwriting discounts, to cover over-allotments, if any. Subsequently, on October 8, 2025, the underwriter exercised the over-allotment option in full and purchased an additional 225,000 ordinary shares at the public offering price of $4.00 per share, resulting in additional gross proceeds of $900,000 before deducting underwriting discounts and offering expenses.

Factors Affecting Our Results of Operations

Our business and operating results are influenced by general factors that affect the industry we are in, including economic and political conditions, the evolving needs of investors, changes in demand for our services and changes in financial conditions and appetite of our current and potential customers. In addition, the following company-specific factors can affect our results of operations materially:

Our ability to develop new customers' network and retain existing customers

Our revenue largely depends on our ability to develop new customer networks and retain existing ones. Our services are negotiated on a project-by-project basis, leading to potential fluctuations in revenue. There is also no assurance that the customers which have previously sought our services will continue to retain us for future businesses. Therefore, our future financial results may be subject to fluctuations depending on our success in entering into new engagements.

Our ability to adapt to rapid technological change and adopt new technology

The general market and industry are rapidly changing technologically, with highly evolving industry standards and frequent introductions and enhancements of new products and services. Customers also expect fast technological advancements. Our future success depends on our ability to adapt to these rapidly changing technologies, align our services with evolving industry standards, and continually improve the know-how of our staff in response to the evolving demands of the marketplace. We are engaged in brokering and providing fintech services to our customers, and the success of the business hinges on our ability to continue adapting to evolving technology and finding our edge in the market. Staying ahead of technological advancements and integrating innovative solutions into our services is crucial for maintaining our competitive position. Failure to adapt to technological changes and effectively adopt new technology could result in a loss of market share and adversely affect our business, financial condition, and results of operations.

Our ability to retain employees who have strong relationships with our customers

We materially rely on our experienced employees to provide reliable and quality consultancy services to our customers, and believe that our experienced employees have developed strong relationships with our customers through their ability to provide personalized services through understanding customers' needs. In addition to maintaining relationships with existing customers, we also rely on them to generate businesses with new customers. There is however no guarantee that our experienced employees will or are willing to continue to serve us. Where they determine to cease their employments with us or enter into negotiations with us for a material variation of their existing terms of employments, our operating performance and financial results may be materially and adversely affected.

Our business faces strong market competition

We are currently facing intense market competition. Some of our current or potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion and support of their customer acquisition and retention channels. In light of the low barriers to entry in the industry, we expect more players to enter this market and increase the level of competition. Our ability to differentiate our services from other competitors will have significant impact on our business growth in the future.

Changes in the Mainland China and Macau Regulatory Environment may impact our business and results of operations

The regulatory environment for the corporate and industrial park related services in Mainland China and Macau from time to time is evolving in order to govern the related sector. We have been closely tracking the development and implementation of new rules and regulations likely to affect us. We will continue to ensure timely compliance with any new rules and regulations and believe that such timely compliance is essential to our growth. To the extent that we may be required to adapt our operations to new laws and regulations, our operating costs may increase which will impact our profitability.

Key Components of Results of Operations

Revenues

Our revenues consist of administrative services fees, fintech services fees, investment brokerage fees, project brokerage fees, project research fees and interest income and others. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented:

Administrative services fees

Revenue from administrative services is derived from a fixed-fee billing arrangement. Under the arrangement, our customer agrees to pay a predetermined fee periodically over the contract terms as specified in the service agreement in return for a set of integrated administrative services (stand-ready obligations) over the contract terms. Administrative services we provided include handling and managing corporate documents, maintaining and updating corporate changes and registrations, providing registered offices, and filing income tax returns. The services we provided under the arrangement are substantially the same during each particular month. Accordingly, we recognize revenue for administrative services on a monthly basis throughout the duration of the contract. On July 1, 2025, we terminated the administrative services agreement, and no administrative services fees has been generated. For the years ended September 30, 2025, 2024 and 2023, revenue from administrative services represented approximately 1.6%, 3.3% and 7.8%, respectively, of our total revenues for the respective periods.

Fintech services fees

We, through our operating subsidiary, provide fintech services to customers by providing algorithm and big data models and a blockchain system for the customer's use in return for fintech services fees.

Algorithm and big data - We enter into distinct fintech services agreements with customers to provide algorithms and big data models for the customers' use in return for a fintech service fee. There are two types of arrangement entered, i.e. (i) brokering the algorithms and big data models on behalf of the vendor and (ii) providing fintech services related to the algorithms and big data models directly to the customers.

Brokering the algorithms and big data models - We brokered the algorithms and big data models on behalf of the vendor until we acquired the related cloud-based fintech solution from the vendor in August 2024. We enter into distinct fintech services agreements with the customers to provide algorithms and big data models developed by a vendor for the customer's use in return for a fintech service fee. As clearly identified in the agreement, the pricing structure for the fintech services related to the provision of algorithms and big data models includes a fixed component that is based on a predetermined amount of usage (i.e., a minimum usage requirement) and a variable component that is charged if the customer exceeds the predetermined amount (i.e., "overage fees"). Based on our best estimate, we do not expect that excess usage will occur. Therefore, the minimum usage requirement as determined in the agreement is the most likely amount that we would be entitled to. Customers simultaneously receive and consume the benefits as the services are rendered by us, i.e. access to and utilize the models according to the customers' needs. Accordingly, we received revenue from brokering the algorithms and big data models monthly with the fixed consideration (i.e. the minimum usage payment) recognized ratably across the contract period.

Providing the algorithms and big data models directly to our customers - Since we acquired the related cloud-based fintech solution from the vendor in August 2024, we provide the fintech services related to the provision of algorithms and big data models to the customers directly in return for fee income. We enter into distinct fintech services agreements with the customers to provide algorithms and big data models owned by us for the customers' use in return for a fintech service fee. As stated in the agreement, the pricing structure for the fintech services related to the provision of algorithms and big data models is based solely on usage. Customers simultaneously receive and consume the benefits as the services are rendered by us, i.e. access to and utilize the models according to the customers' needs. Accordingly, we received revenue from providing the algorithms and big data models monthly with the variable consideration (i.e. the actual usage payment) recognized based on actual usage over the contract period.

The following table presents key operating data of fintech services fees - algorithm and big data for the periods presented:

For the years ended September 30, 2025, 2024 and 2023, services fees from fintech services related to the provision of algorithms and big data models represented approximately 95.6%, 67.6% and nil, of our total revenues, respectively.

Blockchain - We entered into a distinct fintech services agreement with customers to provide a blockchain system developed by our supplier for the customer's use in return for a one-time fixed services fee income for the system provided. Fees for our services are predetermined and mutually agreed upon with our customer. Revenue is recognized at a point in time and in the amount that reflects the agreed consideration and is expected to be received upon the system is implemented and operational. Fintech services fees related to the procurement of the blockchain system accounted for 0.7%, 2.9% and nil of total revenues for the years ended September 30, 2025, 2024 and 2023, respectively. The following table presents key operating data of fintech services fees - blockchain for the periods presented:

(1) Weighted average fee are derived from our fintech services fees - blockchain based on the number of projects undertaken during the year.

Investment brokerage fees

We, through our Operating Subsidiaries, provide investment brokerage services to customers by assisting them in acquiring a stake in specific investments, in return for one-time fixed investment brokerage fees. The following table presents key operating data of investment brokerage fees for the periods presented:

(1) Weighted average fee are derived from our investment brokerage fees based on the number of projects undertaken during the year.

We enter into distinct investment brokerage agreements with our customers. Fees for our services are predetermined and mutually agreed upon with our customers. Revenue is recognized at a point in time and in the amount that reflects the agreed consideration and is expected to be received upon the successful registration of the customers' stake in the investments. Investment brokerage fees accounted for nil, 25.2% and 33.4% of total revenues for the years ended September 30, 2025, 2024 and 2023, respectively.

Project brokerage fees

We, through our Operating Subsidiaries, provide project brokerage services to a customer by assisting them in acquiring a stake in a specific project in an industrial park in China, in return for one-time fixed project brokerage fees. The following table presents key operating data of project brokerage fees for the periods presented:

(1) Weighted average fee are derived from our project brokerage fees based on the number of projects undertaken during the year.

We enter into a distinct project brokerage agreement with our customer. The fees for our services are predetermined and mutually agreed upon with our customer. Revenue is recognized at a point in time and in the amount that reflects the agreed consideration and is expected to be received upon the successful registration of the stake in the project. The project brokerage fees accounted for nil, nil and 8.9% of total revenues for the years ended September 30, 2025, 2024 and 2023, respectively.

Project research fees

We, through our Operating Subsidiaries, provide project research services to customers by providing them with project research reports in relation to specific projects in industrial parks in China, in return for one-time fixed project research fee. The following table presents key operating data of project research fees for the periods presented:

(1) Weighted average fee are derived from our project research fees based on the number of projects undertaken during the year.

We enter into distinct project research agreements with our customers. The fees for our services are predetermined and mutually agreed upon with our customers. Revenue is recognized at a point in time and in the amount that reflects the agreed consideration and is expected to be received upon the delivery of the project research reports. Project research fees accounted for 2.0%, nil and 49.7% of total revenues for the years ended September 30, 2025 and 2024 and 2023, respectively.

Interest income and others

Interest income and others primarily consist of interests earned on bank deposits and sundry income.

Interest income is recognized using the effective interest method.

For the years ended September 30, 2025, 2024 and 2023, interest income and others accounted for 0.1%, 1.0% and 0.2% of our total revenues, respectively.

Expenses

The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the periods presented:

(Reversal of) allowance for expected credit losses

(Reversal of) allowance for expected credit losses represent the movement of provision for expected credit loss. The (reversal of) allowance for credit losses accounted for 0.4% and 1.1% of our total revenue for the years ended September 30, 2025 and 2024 and the reversal for credit losses was immaterial compared with our total revenues for the year ended September 30, 2023.

Amortization of intangible assets

Amortization of intangible assets arises from the amortisation of our cloud-based fintech solution. Amortization accounted for 12.7%, 3.2% and nil of our total revenues for the years ended September 30, 2025, 2024 and 2023, respectively.

Commission

Commission mainly represents sales commission paid in relation to the fintech services rendered. Commission expenses accounted for 12.9% and 8.3% of our total revenues for the years ended September 30, 2025 and 2024 and no such expense incurred for the year ended September 30, 2023.

Compensation and benefits

Compensation and benefits mainly represent salaries and contributions to retirement benefit scheme for our staff. Compensation and benefits expenses accounted for 9.0%, 14.6% and 20.4% of our total revenues for years ended September 30, 2025, 2024 and 2023, respectively.

Depreciation

Depreciation arises from the depreciation of our office equipment. Depreciation accounted for 0.1%, 0.1% and 0.1% of our total revenues for the years ended September 30, 2025, 2024 and 2023, respectively.

Exchange loss (gain)

Exchange loss (gain) arises from exchange difference when translation from U.S. Dollars and Chinese Yuan ("CNY") to Macanese Pataca ("MOP"). Exchange loss (gain) accounted for 1.8% and 0.4% of our total revenues for the years ended September 30, 2025 and 2024 and exchange loss was immaterial compared with our total revenues for the year ended September 30, 2023.

Interest expenses

Interest expenses arise from advance from a related party in August 2025 for operational purpose. Interest expenses were immaterial compared with our total revenues for the year ended September 30, 2025 and no such expense incurred for the years ended September 30, 2024 and 2023.

IT maintenance fees

IT maintenance fees mainly represent outsourced maintenance fees for cloud-based fintech solution. IT maintenance fees accounted for 5.8% and 0.9% of our total revenues for the years ended September 30, 2025 and 2024 and no such expense incurred for the year ended September 30, 2023.

Occupancy costs

Occupancy costs are the rental and related expenses we incurred on the lease of our office premises, which accounted for approximately 2.4%, 4.5% and 11.0% of our total revenues for the years ended September 30, 2025, 2024 and 2023, respectively.

Professional fees

Professional fees are mainly the service fees for accounting, audit, legal and consultancy services that we incurred in the ordinary course of business operations. Professional fees accounted for 12.6%, 17.1% and 7.8% of our total revenues for the years ended September 30, 2025, 2024 and 2023, respectively.

Travel and business development

Travel and business development expenses encompass both overseas and local travel, as well as other costs incurred in the development of our business and the expansion of our network. Travel and business development accounted for 1.1%, 0.8% and 3.9% of our total revenues for the years ended September 30, 2025, 2024 and 2023, respectively.

Other administrative expenses

Other administrative expenses mainly consist of bank charges and advertising and promotion expenses. Other administrative expenses accounted for 1.2%, 1.5% and 2.5% of our total revenues for the years ended September 30, 2025, 2024 and 2023, respectively.

Income Tax

Our subsidiaries operated in Macau are subjected to complementary tax (the equivalent of what is known as "income tax" in other jurisdictions) on the taxable income as reported in their statutory financial statements, adjusted in accordance with relevant Macau complementary tax regulations. For the years ended September 30, 2025, 2024 and 2023, Macau complementary tax was calculated at a statutory tax rate of 12%. Taxable profits below MOP600,000 are exempt from tax.

The PRC withholding tax is a deduction from payments made by our PRC customers. Based on the tax rules currently in effect in the PRC, the withholding tax rate is 10% for income received by us from our PRC customers. The withholding tax is treated as an income tax since it is assessed based on the income and is paid on our behalf by our PRC customers. Furthermore, under the "Arrangement between the Mainland of China and the Macau Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income", the 10% withholding tax paid in the PRC can be credited against our Macau complementary tax liability on the same income.

For the years ended September 30, 2025, 2024 and 2023, income tax accounted for 9.1%, 9.0% and 5.7% of our total revenues, respectively. For the years ended September 30, 2025, 2024 and 2023, income tax arose from our current tax on profits generated from our subsidiaries and deferred tax related to operating lease.

Under Macau complementary tax regulations, there is no time bar on statutory examinations to be carried out by the Macau tax authority, and all income tax returns of our subsidiaries in Macau remain open for the examination. As of September 30, 2025 and 2024, we had no open tax investigation from the tax authority and we do not consider that there was any uncertain tax position as of those dates.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods presented. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any year are not necessarily indicative of the results that may be expected for any future trends.

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

Revenues

Total revenues increased significantly by 55.8% from US$2,030,855 for the year ended September 30, 2024 to US$3,163,432 for the year ended September 30, 2025. This increase was principally attributed to a substantial rise in our fintech services fees and project research fees, and partially offset by the decline in administrative services fees and investment brokerage fees.

Administrative services fees - Revenue generated from administrative services is based on fixed fee billing arrangements. For the year ended September 30, 2024, revenue recognized from a customer covered a full 12-month period. For the year ended September 30, 2025, only 9 months of revenue were recognized as the underlying contract had been terminated on July 1, 2025.

Fintech services fees - Fintech services fees for the year ended September 30, 2025 amounted to US$3,048,452, compared to US$1,432,039 for the year ended September 30, 2024. The substantial growth was primarily driven by the successful onboarding of two new customers utilizing fintech services for algorithm and big data model, which contributed approximately 66.8% of the total fintech services fees during the year ended September 30, 2025. Additionally, the increase in income from our existing customers indicated a higher utilization of services in algorithm and big data model, combined with a slightly decline in fintech services of blockchain, contributing to the overall revenue growth.

Investment brokerage fees - Investment brokerage fees decreased from US$512,046 for the year ended September 30, 2024 to nil for the year ended September 30, 2025. This was because we were not engaged in any investment brokerage activities during the year ended September 30, 2025.

Project research fees - Project research fees increased from nil for year ended September 30, 2024 to US$64,148 for year ended September 30, 2025. This was because we were not engaged in any project research activities during the year ended September 30, 2024 and we successfully onboarded one project research activity during the year ended September 30, 2025.

Interest income and others - Interest income and others decreased from US$19,657 for the year ended September 30, 2024 to US$386 for the year ended September 30, 2025. The decrease was attributable to a refund of professional fees paid in previous year amounting to US$17,670 recognized during the year ended September 30, 2024, with only bank interest income received during the year ended September 30, 2025.

Expenses

(Reversal of) allowance for expected credit loss - Expected credit loss changed from provision of US$21,321 for the year ended September 30, 2024 to reversal of US$14,335 for the year ended September 30, 2025. This change primarily reflected a decrease in receivables from customers outstanding as of September 30, 2025 as compared with September 30, 2024, while the credit risk associated with the underlying customer portfolio remained largely unchanged between the two periods, resulting in a corresponding decrease in the allowance for expected credit losses.

Amortization of intangible assets - Amortization of intangible assets increased from US$64,006 for the year ended September 30, 2024 to US$402,527 for the year ended September 30, 2025, primarily due to the full-year amortization impact of the cloud-based fintech solution of US$1,158,243 acquired in August 2024, whereas amortization in prior year reflected only a two-months charge following the acquisition. Intangible assets are amortized on a straight-line basis over their expected useful lives, which we have assessed to be three years based on an external valuation report and the estimated economic benefits derived from their use.

Commissions - Commission expenses increased from US$169,262 for the year ended September 30, 2024 to US$408,268 for the year ended September 30, 2025. The increase was in line with the increase in fintech services fees earned during the year ended September 30, 2025.

Compensation and benefits - Compensation and benefits expenses decreased from US$296,817 for the year ended September 30, 2024 to US$285,067 for the year ended September 30, 2025. The decrease was primarily due to our average headcount reduced from 10 employees for the year ended September 30, 2024 to 9 employees for the year ended September 30, 2025.

Depreciation - Depreciation expenses remained consistent for the years ended September 30, 2025 and 2024 since there was no addition or disposal of office equipment between the two periods.

Exchange (loss) gain - Exchange (loss) gain changed from exchange gain US$7,618 for the year ended September 30, 2024 to exchange loss US$57,269 for the year ended September 30, 2025 mainly because of the depreciation of CNY.

Interest expenses - Interest expenses represent interest accrued on the advance from a related party in August 2025 for operational purpose, which was unsecured, interest bearing at 3.5% p.a., and repayable on or before August 11, 2026. No such advance was noted for the year ended September 30, 2024.

IT maintenance fees - IT maintenance fees increased from US$19,160 for the year ended September 30, 2024 to US$184,746 for the year ended September 30, 2025, primarily due to the commencement of an outsourced IT maintenance contract in August 2024. Accordingly, the prior year reflected only a two-months period of outsourced services, while the year ended September 30, 2025 reflected a full-year impact.

Occupancy costs - Occupancy costs decreased from US$92,294 for the year ended September 30, 2024 to US$76,420 for the year ended September 30, 2025, primarily due to more favourable office lease terms secured under a new tenancy agreement entered in November 2024.

Professional fees - Professional fees increased from US$346,802 for the year ended September 30, 2024 to US$398,869 for the year ended September 30, 2025, primarily due to increased professional fees paid to a related party amount to US$23,817 in connection with ongoing investor relations services following IPO.

Travel and business development - Travel and business development expenses increased from US$16,599 for the year ended September 30, 2024 to US$33,405 for the year ended September 30, 2025. The increase was mainly attributable to additional travel to the United States undertaken in relation to our IPO process.

Other administrative expenses - Other administrative expenses increased from US$29,878 for the year ended September 30, 2024 to US$38,698 for the year ended September 30, 2025. The increase was primarily attributable to renovation expenses of US$14,732 incurred during the year ended September 30, 2025, partially offset by sponsorship expenses of US$5,096 recognized in the year ended September 30, 2024, which did not recur in 2025.

Income before income taxes

We had an income before income taxes of US$1,290,469 and US$980,866 for the years ended September 30, 2025 and 2024, respectively. The increase in income before income taxes mainly due to the growth in revenue during the year ended September 30, 2025.

Provision for income taxes

Income tax expense increased from US$182,150 expenses for the year ended September 30, 2024 to US$289,134 for the year ended September 30, 2025. The change was primarily due to the increase in withholding tax incurred in relation to fintech services rendered to our PRC customers.

Net income

As a result of the foregoing factors, net income increased from US$798,716 for the year ended September 30, 2024 to US$1,001,335 for the year ended September 30, 2025. This marked improvement in net income underscores the successful growth in our revenue streams, especially from fintech services, and highlights our enhanced strategic focus and business development efforts.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Revenues

Total revenues increased significantly by 135.3% from US$863,228 for the year ended September 30, 2023 to US$2,030,855 for the year ended September 30, 2024. This increase was principally attributed to a substantial rise in our fintech services fees and investment brokerage fees and partially offset by the decrease in our project brokerage fees and project research fees.

Administrative services fees - Revenue generated from administrative services is based on fixed fee billing arrangements. This revenue stream remained consistent over the two years, with the same customer engaging our services for approximately the same amount of fees in both years.

Fintech services fees - Fintech services fees for the year ended September 30, 2024 amounted to US$1,432,039, compared to nil for the year ended September 30, 2023. The change was mainly due to the introduction of fintech services to our customer during the year ended September 30, 2024. During the year ended September, 2024, we were engaged by two customers in providing algorithms and big data models in return for fee income. Additionally, we undertook two projects in fintech services to provide the blockchain system during the same period.

Investment brokerage fees - Investment brokerage fees increased by 77.5% from US$288,548 for the year ended September 30, 2023 to US$512,046 for the year ended September 30, 2024. This was primarily because we were engaged in more investment brokerage activities, rising from 3 projects in 2023 to 4 projects in 2024.

Project brokerage fees - Project brokerage fees decreased from US$76,606 for the year ended September 30, 2023 to nil for the year ended September 30, 2024. We were not engaged in any project brokerage business during the year ended September 30, 2024.

Project research fees - Project research fees decreased from US$428,991 for the year ended September 30, 2023 to nil for the year ended September 30, 2024. This was primarily because we were not engaged in any project research activities during the year ended September 30, 2024.

Interest income and others - Interest income and others increased from US$2,146 for the year ended September 30, 2023 to US$19,657 for the year ended September 30, 2024. The increase was attributable to a sundry income amounting to US$17,685 recognized for the year ended September 30, 2024.

Expenses

Allowance for (reversal of) expected credit loss - Allowance for credit loss increased from reversal of US$71 for the year ended September 30, 2023 to provision of US$21,321 for the year ended September 30, 2024. The change corresponded with the increase in receivables from customers between September 30, 2023 and 2024, resulting in a corresponding increase in allowance for expected credit loss.

Amortization of intangible assets - Amortization of intangible assets increased from nil for the year ended September 30, 2023 to US$64,006 for the year ended September 30, 2024, which was a result of addition of a cloud-based fintech solution of US$1,158,243 in August 2024. Intangible assets are amortized on a straight-line basis over their expected useful lives, which we have assessed to be three years based on an external valuation report and the estimated economic benefits derived from their use.

Commission - Commission expenses increased from nil for year ended September 30, 2023 to US$169,262 for the year ended September 30, 2024. The increase was mainly related to the introduction of fintech services to our customer with sales commission expenses incurred during the year ended September 30, 2024.

Compensation and benefits - Compensation and benefits expenses increased by 68.5% from US$176,120 for the year ended September 30, 2023 to US$296,817 for the year ended September 30, 2024. The increase primarily stemmed from an expansion in our workforce, with our average headcount growing substantially from 5 employees for the year ended September 30, 2023 to 9 employees for the year ended September 30, 2024.

Depreciation - Depreciation expenses increased from US$474 for the year ended September 30, 2023 to US$1,468 for the year ended September 30, 2024, which was a result of addition of office equipment of US$5,421 in July 2023.

Exchange (loss) gain - Exchange (loss) gain increased from exchange loss US$54 for the year ended September 30, 2023 to exchange gain US$7,618 for the year ended September 30, 2024 mainly because of the appreciation of CNY.

IT maintenance fees - IT maintenance fees increased from nil for the year ended September 30, 2023 to US$19,160 for the year ended September 30, 2024. This increase was primarily driven by outsourced maintenance fees for our cloud-based fintech solution, which began in August 2024, which amounted to US$19,160 for the year ended September 30, 2024.

Occupancy costs - Occupancy costs decreased by 3.1% from US$95,263 for the year ended September 30, 2023 to US$92,294 for the year ended September 30, 2024, primarily due to more favourable office rent terms secured under a new tenancy agreement entered in January 2023.

Professional fees - Professional fees significantly increased by 411.5% from US$67,796 for the year ended September 30, 2023 to US$346,802 for the year ended September 30, 2024. This increase was primarily due to an increase of US$268,734 in audit fee for the audit of our consolidated financial statements. The rise in professional fees was further driven by an increase of US$10,255 in legal, accounting, annual registration fees and share allotments for entities such as Zenta Cayman, ZGCL Macau, LICCL, LMSL, and LFTL, which were either acquired or incorporated in February, May and July 2023.

Travel and business development - Travel and business development expenses decreased by 50.8% from US$33,715 for the year ended September 30, 2023 to US$16,599 for the year ended September 30, 2024. This decrease was primarily due to a product launch event organized at The Macau Tower Convention and Entertainment Center in September 2023, which amounted to US$10,254, whereas no similar events were organized during the year ended 30 September, 2024.

Other administrative expenses - Other administrative expenses remained consistent for the year ended September 30, 2024 and 2023 due to no significant change in operations between two periods.

We recorded net cash outflow in operating activities of US$$3,662,588 and US$340,501 for the years ended September 30, 2025 and 2024, respectively. As of September 30, 2025, we had working capital of US$3,032,675 and US$1,042,230 in cash, out of which US$6,061 was held in Macanese Pataca, and the rest was held in Hong Kong dollars and other currencies.

In assessing our liquidity, we monitor and analyse our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. Equity financing in form of shares allotment and cash generated from operations have been utilized to finance our working capital requirements. Prior to our initial public offering on September 9, 2025, our principal sources of liquidity to finance our operating activities are from the financings provided by our related parties and major shareholders.

On September 9, 2025, we completed our initial public offering on The Nasdaq Capital Market, issuing 1,500,000 ordinary shares at a price of $4.00 per share. The ordinary shares began trading on The Nasdaq Capital Market on the same date under the ticker symbol "ZGM". As part of the IPO, we granted the underwriter a 45-day option to purchase up to an additional 225,000 ordinary shares at the public offering price of $4.00 per share, less underwriting discounts, to cover over-allotments, if any. Subsequently, on October 8, 2025, the underwriter exercised the over-allotment option in full and purchased an additional 225,000 ordinary shares at the public offering price of $4.00 per share, resulting in additional gross proceeds of $900,000 before deducting underwriting discounts and offering expenses.

Considering all facts and information on hand, we expect our cash on hand is sufficient to finance our working capital requirements within the normal operating cycle of a twelve-months period from the date of our financial statements are issued.

If we are unable to have sufficient fund to finance our working capital requirements within the normal operating cycle of a twelve-months period from the date of our financial statements are issued, we may consider supplementing our available sources of funds through the following sources:

Based on the above considerations, we are of the opinion that we have sufficient funds to meet our working capital requirements and current liabilities as they become due within twelve months from the date of our financial statements are issued. However, there is no assurance that we will be successful in implementing our plans. There are a number of factors that could potentially arise and could undermine our plans, such as changes in the demand for our services, general market conditions and competitive environment of the capital market industry in Macau and changes in regulatory requirements, etc.

Cash Flows

The following table sets forth a summary of our cash flows for the periods presented.

Operating activities

Net cash used in operating activities for the year ended September 30, 2025 was US$3,662,588, as compared to the net income of US$1,001,335. The difference was primarily attributable to a decrease of US$1,061,513 in receivables from customers, an increase of US$3,843,615 in prepaid expenses, an increase of US$842,676 in deposits and other assets, a decrease of US$153,759 in accounts payables and a decrease of US$1,186,854 in accrued expenses and other liabilities. The increases in prepaid expenses and deposits and other assets mainly reflected advance payments and additional deposits made in the ordinary course of business, which reduced operating cash flows during the year. These changes also reflect timely recovery of receivables and settlement of payables before the period end. The decrease in accrued expenses and other liabilities was mainly related to the consideration payable for the acquisition of intangible assets, which we fully settled by the period end.

Net cash used in operating activities for the year ended September 30, 2024 was US$340,501, as compared to the net income of US$798,716. The difference was primarily attributable to an increase of US$1,655,244 in receivables from customers, an increase of US$153,418 in accounts payable, and an increase of US$179,006 in accrued expenses and other liabilities. These receivables were related to the fintech services and investment brokerage services rendered during the year, with fees not yet received by the year end. The payables were related to the costs incurred in relation to fintech services introduced during the year, with costs not yet settled by the year end. The accrued expenses and other liabilities were mainly related to the consideration payable for the acquisition of intangible assets and commission incurred in relation to fintech services introduced during the year, with costs not yet settled by the end of the year.

Net cash provided by operating activities for the year ended September 30, 2023 was US$568,405, as compared to the net income of US$419,558. The difference was primarily attributable to a decrease of US$104,694 in receivables from customers, reflecting a timely recovery of receivables before the year end.

Investing activities

Net cash used in investing activities for the year ended September 30, 2025 was US$211,688, which was fully spent on the purchase of intangible assets.

There was no net cash used in investing activities for the year ended September 30, 2024.

Net cash used in investing activities for the year ended September 30, 2023 was US$5,421, which was fully spent on the purchase of office equipment.

Financing activities

Net cash provided by financing activities for the year ended September 30, 2025 was US$4,588,829. This was primarily due to net proceeds from issuance of ordinary shares pursuant to our IPO of US$5,247,354, partially offset by the payment of offering costs directly related to the IPO of US$428,254 and repayment to related parties of US$230,271.

Net cash provided by financing activities for the year ended September 30, 2024 was US$140,254. This inflow primarily consisted of payments of IPO-related offering costs of US$411,969 and financings obtained from related parties of US$552,223.

Net cash used in financing activities for the year ended September 30, 2023 was US$91,752. This outflow primarily consisted of IPO-related offering costs of US$159,430 and financings obtained from related parties of US$67,678.

Research and Development, Patents and Licenses, etc.

We have not historically incurred significant expenditures on in house research and development. Our technology development activities have primarily consisted of acquiring and integrating third party fintech solutions, enhancing and upgrading existing algorithmic and big data models, and implementing blockchain system technology to support our service offerings.

In August 2024, we acquired an AI driven fintech solution from a third party vendor for approximately US$1,158,243 (equivalent to MOP 9,270,000). The acquired solution is an algorithmic platform designed to support a range of fintech services, including the use of algorithmic and big data models in connection with the delivery of services to customers. In July 2025, we acquired a blockchain system from a third party vendor for approximately US$212,008 (equivalent to MOP 1,699,500). This system is a proprietary distributed ledger technology platform designed to support secure, transparent and efficient transaction processing and to enable the provision of blockchain based services to customers. In addition, during the fiscal year ended September 30, 2025, we entered into a contract with a third party service provider to upgrade our existing algorithmic and big data models for a total contract sum of approximately US$192,735 (equivalent to MOP 1,545,000).

We also incur ongoing costs for technology related training, industry seminars, conferences, and similar professional development activities intended to keep our personnel current with technological developments in the fintech sector.

Off-Balance Sheet Commitments and Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Specifically, we have not entered into any financial guarantees, commitments or other arrangements to guarantee payment obligations of any parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders' equity or that are not reflected in our consolidated financial statements. Moreover, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Commitments and Contingencies

In the normal course of business, we are subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

During the year, we entered into a contract to upgrade the existing algorithmic and big data models. The total contract sum amounted to US$192,735 (equivalent to MOP 1,545,000). As at September 30, 2025, we had paid deposits of US$141,339 (equivalent to MOP 1,133,000), which were recorded as deposits under current assets. The remaining contractual commitments in respect of this upgrade amounted to US$51,396 (equivalent to MOP 412,000) as at year end. The deposits will be reclassified to intangible assets when the upgrade is ready and available for its intended use (i.e., placed in service), which is expected to occur in January 2026.

As of the date of this annual report, we did not have any loss contingencies which require to be recognized or disclosed in our consolidated financial statements.

The following table summarizes the remaining contractual maturities of lease liabilities under operating lease as of September 30, 2025:

Seasonality

The nature of our business does not appear to be affected by seasonal variations.

Inflation

Whilst inflation has been a global issue impacting many countries around the globe, inflation in Macau has not materially affected our results of operations in recent years. According to the Statistics and Census Service Department of Government of Macao Special Administrative Region, the year-over-year percent changes in the average composite consumer price index rose by 0.24% for the years ended September 30, 2025 and 2024. Although we have not been affected by inflation at this point in time, we may be affected if Macau and any other jurisdiction where we operate in the future experience higher rates of inflation in the future.

See "Item 4. Information on The Company-4.B. Business Overview-Intellectual Property."

We are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, net income, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our 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. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, allowance for doubtful accounts, amortization of intangible assets, impairment of long-lived assets, allowance for deferred tax assets, recognition and measurement of operating lease ROU assets and operating lease liabilities. Actual results could differ from the estimates, and as such, differences could be material to the consolidated financial statements.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, including revenue recognition, receivables from customers, and income taxes, of which the details are set out in our consolidated financial statements. You should also consider the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.

Impairment of long-lived assets

We review long-lived assets, including office equipment, intangible assets and ROU assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax 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. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset's remaining useful lives. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. As of September 30, 2025 and 2024, no impairment of long-lived assets were recognized.

Allowance for expected credit loss against financial assets

We assess the allowance by pooling relevant financial assets that have similar risk characteristics and evaluates receivables individually when specific assets no longer share those risk characteristics. We determine the expected credit loss based on aging data, historical collection experience, customer specific facts, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from counterparties. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We continue to evaluate the reasonableness of the allowance policy and update it if necessary. As of September 30, 2025 and 2024, the balance of allowance for expected credit loss against financial assets were US$7,059 and US$21,449, respectively.

Amortization of intangible assets

Intangible assets acquired separately are initially recognized at cost. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite useful lives are amortized on a straight-line basis over their expected useful lives, while intangible assets with indefinite useful lives are not amortized but are subject to annual impairment testing.

Our intangible assets consist of (i) a cloud-based fintech solution, which is an AI-driven algorithmic platform offering a range of fintech services, including algorithmic and big data models to our customers, and (ii) a blockchain system, which is a proprietary distributed-ledger technology platform designed to support secure, transparent, and efficient transaction processing and to enable the provision of blockchain-based services to our customers. We have assessed the useful life of intangible assets to be three years, based on an external valuation report and the estimated economic benefits derived from its use. For the years ended September 30, 2025, 2024 and 2023, amortization expense was US$402,527, US$64,006 and nil, respectively.

Recently Accounting Pronouncements

See the discussion of the recent accounting pronouncements contained in Note 3 to the consolidated financial statements, "Summary of Significant Accounting Policies".