EX-99.1 2 ea023554201ex99-1_hongkong.htm UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2024 AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Exhibit 99.1

 

INDEX TO FINANCIAL STATEMENTS

 

  Page
Consolidated Financial Statements for the Six Months Ended September 30, 2024 and 2023 (unaudited)  
Unaudited Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Six Months Ended September 30, 2024 and 2023 F-2
Unaudited Condensed Consolidated Statements of Financial Position as of September 30, 2024 and March 31, 2024 F-3
Unaudited Condensed Consolidated Statements of Changes in Equity for the Six Months Ended September 30, 2024 and 2023 F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2024 and 2023 F-5
Notes to Unaudited Condensed Consolidated Financial Statements F-6 - F-36

 

F-1

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
(Expressed in U.S. dollar, except for the number of shares)

 

     

For the Six Months Ended

September 30,

 
   Note 

2024

unaudited

  

2023

unaudited

 
Revenues  7  $11,091,189   $7,009,209 
Cost of revenues  8   (9,185,586)   (5,673,221)
Gross profit      1,905,603    1,335,988 
              
Other income  9   804    427 
              
Operating expenses:             
Selling, general and administrative expenses  8   (881,120)   (994,778)
Other gains/(losses), net  10   1,751    (32,817)
Total operating expenses      (879,369)   (1,027,595)
Operating profit      1,027,038    308,820 
              
Financial income  11   1,078    156 
Finance costs  11   (49,254)   (34,812)
Finance costs, net      (48,176)   (34,656)
              
Profit before income taxes      978,862    274,164 
              
Income tax expense  12   (150,303)   (25,127)
Net profit for the year  13   828,559    249,037 
Less: profit attributable to non-controlling interests      -    - 
Profit attributable to owners of the Company      828,559    249,037 
              
Other comprehensive income             
Foreign currency translation adjustments      20,032    227 
Comprehensive income attributable to the Company’s shareholders     $848,591   $249,264 
              
Earnings per share             
Basic and diluted *  15  $0.083   $0.036 
              
Weighted average number of shares outstanding             
Basic and diluted *      10,000,000    6,843,000 

 

  * The Company effected a 1:10 forward stock split on October 24, 2024, as a result, the shares issued and outstanding and per share number presented here are adjusted retrospectively.

 

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

 

F-2

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in U.S. dollar, except for the number of shares)

 

   Note 

September 30,
2024

unaudited

   March 31,
2024
audited
 
ASSETS           
NON-CURRENT ASSETS:           
Property and equipment, net  16   119,407    103,242 
Intangible assets, net  17   89,299    31,825 
Right of use assets, net  25   1,073,857    730,451 
TOTAL NON-CURRENT ASSETS      1,282,563    865,518 
              
CURRENT ASSETS:             
Deferred IPO costs  21   2,161,496    1,260,075 
Inventories  18   555,522    933,299 
Trade receivables, net  19   4,880,309    3,698,757 
Other receivables and prepayments  19   902,406    1,262,351 
Amount due from related parties  23   14,755    19,971 
Restricted cash      401    7,682 
Cash and cash equivalents  20   364,990    619,575 
TOTAL CURRENT ASSETS      8,879,879    7,801,710 
TOTAL ASSETS     $10,162,442   $8,667,228 
              
LIABILITIES AND EQUITY             
              
NON-CURRENT LIABILITIES:             
Lease liabilities non-current portion  25   200,759    117,836 
Longterm bank loan non-current portion  24   1,005,610    1,119,276 
TOTAL NON-CURRENT LIABILITIES      1,206,369    1,237,112 
              
CURRENT LIABILITIES:             
Trade and other payables  22   1,801,047   $1,416,182 
Tax payable  12   345,742    218,831 
Contract liabilities  7   74,877    191,066 
Due to related parties  23   239,802    500,677 
Lease liabilities – current portion  25   910,714    634,504 
Current portion of long-term bank loan  24   231,641    180,493 
Short-term bank loan  24   -    34,704 
TOTAL CURRENT LIABILITIES      3,603,823    3,176,457 
TOTAL LIABILITIES      4,810,192    4,413,569 
              
COMMITMENTS AND CONTINGENCIES      -    - 
              
EQUITY:             
Ordinary shares, 50,000,000 shares authorized, consisting of 49,501,000 Class A ordinary shares of $0.001 par value per share and 499,000 Class B ordinary shares of $0.001 par value per share *             
Class A ordinary shares, 9,501,000 and 6,843,000 shares issued and outstanding at September 30, 2024 and March 31, 2024, respectively *  26   9,501    9,501 
Class B Ordinary shares, 499,000 and nil shares issued and outstanding at September 30, 2024 and March 31, 2024, respectively *      499    499 
Additional paid in capital  26   3,017,409    3,017,409 
Subscription receivable  26   (50,000)   (300,000)
Retained earnings  27   2,359,667    1,531,108 
Accumulated other comprehensive (loss) income  27   15,174    (4,858)
TOTAL SHAREHOLDERS’ EQUITY      5,352,250    4,253,659 
              
TOTAL LIABILITIES AND EQUITY     $10,162,442   $8,667,228 

 

  * The Company effected a 1:10 forward stock split on October 24, 2024, as a result, the shares issued and outstanding and per share number presented here are adjusted retrospectively.

 

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

 

F-3

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in U.S. dollar, except for the number of shares)

 

   Attributable to Hong Kong Pharma Digital Technology Limited’s shareholders   Accumulated     
   Ordinary shares   Additional           Other     
   Class A   Class B   Paid-in   Subscription   Retained   Comprehensive   Total 
   Shares *   Amount   Shares *   Amount   Capital   receivable   earnings   Income (Loss)   equity 
Balance at March 31, 2023   6,843,000   $6,843       $   $388,193   $(6,843)  $201,391   $(4,342)  $585,242 
Class A shares issued for services   1,422,300    1,422            1,829,715    (1,422)           1,829,715 
Net income                           249,037        249,037 
Foreign currency translation adjustment                               227    227 
Balance at September 30, 2023   8,265,300   $8,265       $   $2,217,908   $(8,265)  $450,428   $(4,115)  $2,664,221 
                                              
Balance at March 31, 2024   9,501,000   $9,501    499,000    499    3,017,409    (300,000)   1,531,108    (4,858)   4,253,659 
Class B capital injection                       250,000            250,000 
Net income (loss) for the period                           828,559        828,559 
Foreign currency translation gain                               20,032    20,032 
Balance at September 30, 2024   9,501,000   $9,501    499,000    499    3,017,409    (50,000)   2,359,667    15,174    5,352,250 

 

  * The Company effected a 1:10 forward stock split on October 24, 2024, as a result, the shares issued and outstanding and per share number presented here are adjusted retrospectively.

 

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

 

F-4

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollar, except for the number of shares)

 

  

For the Six Months Ended

September 30,

 
  

2024

unaudited

  

2023

unaudited

 
Cash flows from operating activities:        
Net profit for the year  $828,559   $249,037 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:          
Depreciation and amortization   34,052    31,727 
Loss on disposal of PPE   -    10,841 
Gain on disposal of a subsidiary   -    (11,559)
Amortization of ROU assets   407,886    415,980 
Changes in operating assets and liabilities:          
Trade receivables   (1,148,824)   (614,274)
Inventories   382,651    (311,059)
Other receivables and prepayments   (94,476)   (131,330)
Trade and other payables   372,673    513,840 
Contract liabilities   (116,992)   (249,813)
Taxes payable   124,689    25,127 
Amount due from/to related parties, net   (37,099)   (12,435)
Net cash (used in)/provided by operating activities   753,119    (83,918)
           
Cash flows from investing activities:          
Additions to property, plant and equipment   (41,035)   (51,730)
Additions to intangible assets   (65,308)   (28,215)
Proceeds on disposal of property, plant and equipment   -    33,198 
Repayment from related parties   -    - 
Loan to related parties   -    (203,907)
Net cash used in investing activities   (106,343)   (250,654)
           
Cash flows from financing activities:          
Repayment of bank loans   (106,408)   (76,706)
Proceeds from bank loans   -    485,208 
Capital contribution from shareholders   250,000    - 
Deferred IPO costs paid   (443,992)   (14,554)
Repayment of long-term payable   -    (22,948)
Repayment of loan to related parties   (226,679)   (133,965)
Loan from related parties   7,451    229,686 
Decrease of lease liabilities, net   (392,395)   (405,179)
Net cash provided by/(used in) financing activities   (912,023)   61,542 
           
Effect of exchange rates changes on cash   3,381    1,193 
Net increase in cash   (261,866)   (271,837)
Cash and restricted cash, beginning of the year   627,257    524,613 
Cash and restricted cash, end of the year  $365,391   $252,776 

 

   September 30,   September 30, 
   2024   2023 
Supplemental cash flow disclosures:        
Cash paid for interest (exclusive of interest for lease liability)  $49,254   $34,812 
Non cash investing/financing activities:          
Right-of-use assets obtained in exchange for operating new lease liabilities  $881,135   $1,085,896 
Right-of-use assets and operating lease liabilities modification  $(136,858)  $- 
Shares issued advanced amortized for deferred IPO costs  $457,429   $457,429 

 

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

 

F-5

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

 

Hong Kong Pharma Digital Technology Holdings Limited (“Hong Kong Pharma” or “the Company”) is an exempted limited liability company formed under the laws of the Cayman Islands on August 17, 2023. The Company is an investment holding company and its subsidiaries (together, the “Group”) are principally engaged in the OTC pharmaceutical business through its wholly owned subsidiaries, Joint Cross Border Logistics Company Limited (“JCB”) and V-Alliance Technology Supplies Limited (“VA”), each a limited liability corporation incorporated in Hong Kong and collectively referred to as HK Subsidiaries. There are two main categories of business offering: (i) OTC pharmaceutical cross-border e-commerce supply chain services, primarily conducted through our Hong Kong subsidiary, JCB, which we refer to as the “Supply Chain Services” division and (ii) OTC pharmaceutical cross-border procurement and distribution, primarily conducted through our Hong Kong subsidiary, VA, which we refer to as the “Procurement and Distribution” division.

 

As of September 30, 2024, the Company’s subsidiaries and consolidated affiliated entities were as follows:

 

Subsidiaries  Date of
Incorporation
  Jurisdiction of
Formation
  Percentage of
direct/indirect
Economic
Ownership
   Principal
Activities
Joint Cross Border Logistics Company Limited (“JCB”)  July 18th, 2017  Hong Kong, PRC   100%   custom clearance, drugs enlisting, warehouse services and other logistics services
V-Alliance Technology Supplies Limited (“VA”)  September 1st, 2016  Hong Kong, PRC   100%   procurement and distribution of pharmaceutical products
Laishuo Intelligent Supply Chain (Hangzhou) Co., Ltd. *  September 30th, 2022  Mainland PRC   100%   Support the logistics activities for JCB

 

* It was disposed to a third party in September 2023.

 

As described below, the Company, through a series of transactions which is accounted for as a reorganization of entities under common control (the “Reorganization”), became the ultimate parent of its subsidiaries. Mr. Lap Sun Wong, the CEO and the Chairman of the Board of Directors of the Company, is the ultimate controlling shareholder of the Company.

 

Reorganization

 

A reorganization of the legal structure was completed on December 7, 2023. The reorganization involved:

 

  (i) The transfer of all the shareholder equity interest in JCB to the Company on December 7, 2023;

 

  (ii) The transfer of all the shareholders’ equity interest in VA to the Company on December 7, 2023;

 

Before and after the Reorganization, the Company, together with its subsidiaries, is effectively controlled by the same shareholder, and therefore the reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. IFRS does not have a standard nor cover combination under common control, and the Company chooses to adapt from US GAAP ASC is not contradictory to compliance with IFRS. Therefore, the consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5. Therefore, all subsidiaries are consolidated under common control basis. All references to the number of ordinary shares and per share data in the accompanying consolidated financial statements have been retrospectively restated to reflect the reorganization. However, the shares issued to new investors on December 1, 2023 were not part of the reorganization and have been accounted for prospectively.

 

F-6

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 — ADOPTION OF NEW AND REVISED STANDARDS

 

Adoption of new and revised Standards — For the purpose of preparing and presenting the consolidated financial statements for the six months ended September 30, 2023 and 2024, the Group has consistently applied the accounting policies which conform with International Financial Reporting Standards (“IFRS Accounting Standards”), which are effective for the accounting periods beginning on or after April 1, 2023, throughout the year ended March 31, 2024.

 

Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies

 

The Group has adopted the amendments to IAS 1 Presentation of Financial Statements for the first time in the financial year ended March 31, 2023. The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.

 

The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material.

 

The Group has applied materiality guidance in IFRS Practice Statement 2 in identifying its material accounting policies for disclosures in the related notes. The previous term ‘significant accounting policies’ used throughout the financial statements has been replaced with ‘material accounting policies information’.

 

New and revised IFRS Accounting Standards in issue but not yet effective

 

At September 30, 2024, the Group has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective:

 

  Lack of Exchangeability – Amendments to IAS 21 (1)

 

  Sales or Contribution of Assets between an Investor and its Associate or Joint Venture-Amendments to IFRS 10 and IAS 28 (2)

 

  (1) Effective for annual periods beginning on or after January 1, 2025, with early application permitted.

 

  (2) Effective date is deferred indefinitely.

 

The Group does not expect that the adoption of the Standards listed above will have a material impact on the consolidated financial statements of the Group in future periods.

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES

 

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

 

Basis of preparation

 

The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board.

 

The consolidated financial statements have been prepared on historical cost basis, except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 Share-based Payment, leasing transactions that are within the scope of IFRS 16 Leases, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 Inventories or value in use in IAS 36 Impairment of Assets.

 

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 

  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date;

 

F-7

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

  Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

 

  Level 3 inputs are unobservable inputs for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability.

 

Basis of consolidation

 

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

 

The acquisition method of accounting is used to account for business combinations by the Group. No subsidiaries were acquired during the six months ended September 30, 2024 and 2023.

 

Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively. 

 

Foreign currencies

 

Functional and presentation currency

 

The functional currencies of the Company are the local currency of the county in which the subsidiaries operate. The Company’s consolidated financial statements are reported using U.S. Dollars. The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect on that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated statements of financial position. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component in accumulated other comprehensive income included in consolidated statements of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of income and comprehensive income (loss).

 

Since the Company operates primarily in Hong Kong, the Company’s functional currency is the Hong Kong dollar (“HK$”). The Company’s consolidated financial statements have been translated into the reporting currency of U.S. Dollars (“US$”).

 

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

 

    September 30,
2024
    September 30,
2023
 
HK$ Balance sheet items, except for equity accounts   US$1=HK$ 7.7693    US$1=HK$ 7.8308 
HK$ Items in the statements of income and cash flows   US$1=HK$ 7.8084    US$1=HK$ 7.8317 
RMB Balance sheet items, except for equity accounts   N/A    N/A 
RMB Items in the statements of income and cash flows   N/A    US$1=RMB 7.1671 

 

Segment reporting

 

Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Group’s various lines of business and geographical locations.

 

Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.

 

The Group did not allocate or manage the resources of different revenue streams by companies or business units. Therefore, the Group’s management reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Group has only one reportable segment. The Company operates and manages its business in Hong Kong as a single segment. As the Company’s long-lived assets are substantially all located in the Hong Kong and substantially all the Company’s revenues are incurred within Hong Kong, no geographical segments are presented.

 

F-8

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Revenue recognition

 

Revenue from contracts with customers

 

Revenue from contracts with customers is recognized when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

 

When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Company will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

 

When the contract contains a financing component which provides the customer a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between the Company and the customer at contract inception. When the contract contains a financing component which provides the Company a significant financial benefit for more than one year, revenue recognized under the contract includes the interest expense accreted on the contract liability under the effective interest method. For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in IFRS 15. Currently, the Company’s contracts with its customers do not include financial benefit for more than one year.

 

Nature and timing of satisfaction of performance obligations for each of the revenue streams are as follows:

 

Revenue from resale of OTC pharmaceutical products (procurement and distribution)

 

The Company sells OTC pharmaceutical products to various wholesalers. In accordance with the contracts signed between the Company and customers, the Company promises to deliver a batch of specific pharmaceutical products, which is identified as a performance obligation, and only one obligation can be identified. For all the Company’s sales contracts, the sales amount is fixed. No significant variable consideration is involved. Performance obligation is satisfied at the point in time when control of the OTC pharmaceutical products is transferred to the customers, generally on delivery and acceptance of the goods, because the Company does not have a right to payment for the performance completed before the customer acceptance and the customer cannot simultaneously receive and consume the benefit from the products provided by the Company. The Company does not have any further performance obligations after the customer acceptance. The Company presents revenues from such transactions on a gross basis in the consolidated statement of income and comprehensive income (loss), as the Company acts as a principal to take inventory risks of these goods.

 

Revenue from consignment sales of OTC pharmaceutical products (consignment sales)

 

The Company sells OTC pharmaceutical products to customers through certain sales agents. In accordance with the contracts signed between the Company and the sales agent, the Company promises to deliver a batch of specific pharmaceutical products, which is identified as a performance obligation. For all the Company’s consignment sales contracts, the sales price is fixed, and no significant variable consideration is involved. Performance obligation is satisfied at the point in time when control of the OTC pharmaceutical products are transferred to the customers. Although we contracted directly with the sales agent, the revenue is recognized upon the products are sold to end customers and the proceeds are collected properly. The products kept by the sales agent before sold out to the end customers are recorded as consignment inventories. The Company does not have any further performance obligations after products are accepted and sold to end customers. The Company presents revenues from such transactions on a gross basis in the consolidated statement of income and comprehensive income (loss), as the Company acts as a principal to take inventory risks of these goods.

 

Revenue from providing varied logistics services (supply chain services)

 

The Company provided types of logistics services in connection to goods transported from different countries to be delivered to customers located in Hong Kong or mainland China. These services include international transportation and customs clearance service, storage service, packing and labeling services, Customs clearance service, mainland China delivery service, etc. Some contracts (hereby is called “distinct services”) are signed to include varied performance obligations independent from each other with distinct price for each type of service, while some contracts (hereby is called “packaged services”) are signed to include types of performance obligations with sequency to be delivered and the customer could receive and accept the packaged services when the last obligation is completed. As such, the Company considered the packaged services as one distinct performance obligation. Performance obligation is satisfied in time when the customers received and accepted the service, which represents the distinct obligation service is completed. Customers confirm the services accepted and the corresponding amount with the Company on a monthly basis. The Company presents revenues from such transactions on a gross basis in the consolidated statement of income and comprehensive income (loss), as the Company acts as a principal to provide a type of logistics service or a package of logistics services and take a full obligation to provide such services even if the suppliers are not able to deliver service.

 

F-9

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Some of the contracts include penalty clause to adjust down the price to the Company if the Company are not able to meet certain logistics requirements. The Company estimates the penalty amount as a liability at each period end and adjusts the revenue accordingly. When the amount is confirmed by the customer, the liability will be revised accordingly. As of September 30, 2024 and March 31, 2024, the liability is zero.

 

Other revenue

 

Other revenue represents the revenue from sales of packing materials and sample products. Performance obligation is satisfied at the point in time when control of the goods are transferred to the customers, generally on delivery and acceptance of the goods. The Company presents revenues from such transactions on a gross basis in the consolidated statement of income and comprehensive income (loss), as the Company acts as a principal to take inventory risks of these goods.

 

Other income

 

Other income includes government grants and penalty income. Subsidy income is recognized upon receiving the government grants. No government grants were recorded during the six months ended September 30, 2024 and 2023.

 

Borrowing costs

 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale.

 

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

 

Retirement benefit costs

 

Pursuant to the relevant regulations of the Hong Kong government, the Group’s subsidiaries located in the Hong Kong participate in a Mandatory Provident Fund, which is a government retirement benefits scheme (the “Scheme”), whereby they contribute a prescribed percentage of the basic salaries of their employees to the Scheme to fund their retirement benefits. Once the Scheme has been funded via contributions by the Group’s participating subsidiaries, Hong Kong government takes responsibility for the retirement benefits obligations of all existing and future retired employees of those subsidiaries located in the Hong Kong; accordingly, the only obligation of the Group with respect to the Scheme is to pay the on-going required contributions as long as the employees maintain employment with the Group. There are no provisions under the Scheme whereby forfeited contributions may be used to reduce future contributions. These plans are considered defined contribution plans. The Group has no legal or constructive obligations to pay further contributions after its payment of the fixed contributions into the pension schemes. Contributions to pension schemes are recognized as an expense in the period in which the related service is performed.

 

Taxation

 

The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case the tax is also recognized in other comprehensive income or directly in equity, respectively.

 

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred tax is recognized as temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

 

F-10

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

 

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

 

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

 

Leasing

 

IFRS 16 Leases requires lessees to recognize assets and liabilities for most leases based on a ‘right-of-use model’ which reflects that, at the commencement date, a lessee has a financial obligation to make lease payments to the lessor for its right to use the underlying asset during the lease term. The lessor conveys that right to use the underlying asset at lease commencement, which is the time when it makes the underlying asset available for use by the lessee.

 

IFRS 16 defines a lease term as the noncancellable period for which the lessee has the right to use an underlying asset including optional periods when an entity is reasonably certain to exercise an option to extend (or not to terminate) a lease.

 

Under IFRS 16 lessees may also elect not to recognize assets and liabilities for leases with a lease term of 12 months or less. In such cases a lessee recognizes the lease payments in profit or loss on a straight-line basis over the lease term. The exemption is required to be applied by class of underlying assets. Lessees can also make an election for leases for which the underlying asset is of low value. This election can be made on a lease-by-lease basis.

 

Under a lease longer than 1 year, the lessees are required to recognize right-of-use asset (“ROU assets”) and lease liabilities. ROU assets represent the Company’s right to use an underlying asset for the lease term and are recognized as the amount of the lease liabilities, adjusted for any prepaid or accrued lease payments, net of lease incentives received, unamortized initial direct costs, or impairment charges relating to the right-of-use-asset. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease and are recognized at the present value of the future lease payments at the lease commencement date. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources to reflect the terms of the lease and type of the asset leased. The Company’s lease terms include options to renew or terminate the lease when it is reasonably certain that it will exercise the option.

 

Any lease with a term of 12 months or less is considered short-term. As permitted by IFRS 16, short-term leases are excluded from the ROU asset and lease liabilities accounts on the consolidated statements of financial position. Consistent with all other operating leases, short-term lease expenses are recorded on a straight-line basis over the lease term.

 

Leasehold improvements

 

Leasehold improvements, principally comprising costs of office buildings and warehouse renovation, are held for administrative and logistics processing purposes. Leasehold improvements are initially measured at cost and amortized systematically over its useful life.

 

Property, plant and equipment

 

Property, plant and equipment (“PPE”) are stated at cost less subsequent accumulated depreciation and accumulated impairment losses.

 

Depreciation is provided to write off the cost of items of property, plant and equipment other than construction in progress over their estimated useful lives and after taking into account of their estimated residual value, using the straight-line method.

 

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising from de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in profit or loss in the period in which the item is de-recognized.

 

F-11

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Intangible assets

 

Intangible assets, principally comprising software purchased. Separately acquired software is shown at historical cost. They have a finite useful life and are subsequently carried at cost less accumulated amortization and impairment losses. The software is amortized over 5 years, using the straight-line method.

 

Inventories

 

Inventories, comprising of packing materials and merchandise inventories, are stated at the lower of cost and net realizable value. Costs of inventories are determined using the weighted average method for each type of inventory initially recorded at purchase cost. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

 

Deferred IPO costs

 

Deferred IPO costs represent costs associated with the Company’s shares offering, which will be netted against the gross proceeds from the Company’s shares offering.

 

Trade receivables

 

Timing of revenue recognition may differ from the timing of invoicing to customers. Trade receivables represent amounts invoiced and revenues recognized prior to invoicing when the Company has satisfied the Company’s performance obligation and has the unconditional rights to payment.

 

Cash and cash equivalents

 

Cash and cash equivalents include cash on hand and deposits held at call with banks.

 

Restricted cash

 

Restricted cash represents the cash deposited in the escrow account managed by online platforms (sales agents). The cash in the escrow account is used to be compensated to ending customers who bought the goods through the online platforms, in case certain ending customers ask for return or other quality claims.

 

Share-based payments

 

Shares granted to employees

 

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

 

The fair value of the equity-settled share-based payments determined at the grant date without taking into consideration all non-market vesting conditions is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity (shares held under share award scheme). At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest based on assessment of all relevant non-market vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share-based payments reserve. For shares that vest immediately at the date of grant, the fair value of the shares granted is expensed immediately to profit or loss.

 

Shares granted to non-employees

 

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. The fair value of the goods or services received are recognized as expenses (unless the goods or services qualify for recognition as assets).

 

When shares granted are vested, the amount previously recognized in share-based payment reserve will be transferred to share premium.

 

F-12

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Financial instruments — investments and other financial assets

 

Initial recognition and measurement

 

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income, and fair value through profit or loss.

 

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair value, plus in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15 in accordance with the policies set out for “Revenue recognition”.

 

In order for a financial asset to be classified and measured at amortized cost or fair value through other comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding.

 

The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

 

All regular way purchases and sales of financial assets are recognized on the trade date, that is, the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace.

 

Subsequent measurement

 

The subsequent measurement of financial assets depends on their classification as follows:

 

Financial assets at amortized cost (debt instruments)

 

The Group measures financial assets at amortized cost if both of the following conditions are met:

 

  The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows.

 

  The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognized in the income statement when the asset is derecognized, modified or impaired.

 

Financial assets at fair value through other comprehensive income (debt instruments)

 

The Group measures debt instruments at fair value through other comprehensive income if both of the following conditions are met:

 

  The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling.

 

  The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

For debt instruments at fair value through other comprehensive income, interest income, foreign exchange revaluation and impairment losses or reversals are recognized in the income statement and computed in the same manner as for financial assets measured at amortized cost. The remaining fair value changes are recognized in other comprehensive income. Upon derecognition, the cumulative fair value change recognized in other comprehensive income is recycled to the income statement.

 

F-13

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Financial assets at fair value through other comprehensive income (equity investments)

 

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity investments designated at fair value through other comprehensive income when they meet the definition of equity under HKAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis.

 

Gains and losses on these financial assets are never recycled to the income statement. Dividends are recognized as other income in the income statement when the right of payment has been established, it is probable that the economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in other comprehensive income. Equity investments designated at fair value through other comprehensive income are not subject to impairment assessment.

 

Financial assets at fair value through profit or loss

 

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not sole payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through other comprehensive income, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

 

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the income statement. This category includes derivative financial instruments and structured bank deposits.

 

A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from the host and accounted for as a separate derivative if the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognized in the income statement. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.

 

A derivative embedded within a hybrid contract containing a financial asset host is not accounted for separately. The financial asset host together with the embedded derivative is required to be classified in its entirety as a financial asset at fair value through profit or loss.

 

Financial instruments — impairment of financial assets

 

The Group recognizes an allowance for ECLs for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

 

F-14

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

General approach

 

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

 

At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. When making the assessment, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information that is available without undue cost or effort, including historical and forward-looking information.

 

The Group considers a financial asset in default when contractual payments are 120 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

 

Debt instruments at fair value through other comprehensive income and financial assets at amortized cost are subject to impairment under the general approach and they are classified within the following stages for measurement of ECLs except for trade receivables which apply the simplified approach as detailed below.

 

Stage 1 — Financial instruments for which credit risk has not increased significantly since initial recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs

 

Stage 2 — Financial instruments for which credit risk has increased significantly since initial recognition but that are not credit-impaired financial assets and for which the loss allowance is measured at an amount equal to lifetime ECLs

 

Stage 3 — Financial assets that are credit-impaired at the reporting date (but that are not purchased or originated credit-impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs

 

Simplified approach

 

For trade receivables that do not contain a significant financing component or when the Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

 

For trade receivables that contain a significant financing component and lease receivables, the Group chooses as its accounting policy to adopt the simplified approach in calculating ECLs with policies as described above.

 

Financial instruments — derecognition of financial assets

 

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Group’s consolidated balance sheet) when:

 

  the rights to receive cash flows from the asset have expired; or

 

  the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

F-15

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

 

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original amount of the asset and the maximum amount of consideration that the Group could be required to repay.

 

Financial instruments — financial liabilities

 

Initial recognition and measurement

 

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs. The Group’s financial liabilities include trade payables, other payables, financial liabilities included in accruals and interest-bearing bank borrowings.

 

Subsequent measurement

 

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognized in the income statement when the liabilities are derecognized as well as through the effective interest rate amortization process.

 

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included in finance costs in the income statement.

 

Financial instruments — derecognition of financial liabilities

 

A financial liability is derecognized when the obligation under the liability is discharged or cancelled, or expires.

 

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognized in the income statement.

 

Financial instruments — offsetting financial instruments

 

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

 

Capital and Reserves

 

Share capital represents the nominal value of shares that have been issued by the Group. Share capital is determined using the nominal value of shares that have been issued.

 

Retained profits include all current and prior period results as determined in the combined statement of comprehensive income.

 

Foreign currency translation reserve arising on the translation are included in the currency translation reserve.

 

F-16

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

All transactions with owners of the Group are recorded separately within equity.

 

Earnings/(loss) per share

 

Basic earnings per share (“EPS”) are computed by dividing income attributable to holders of common shares by the weighted average number of common shares outstanding during the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares. Potential dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be anti-dilutive.

 

The preparation of financial statements in conformity with IFRS requires management to exercise judgment in the process of applying the Group’s accounting policies and requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and reported amount of revenue and expenses during the reporting period. The following estimates that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are disclosed below.

 

NOTE 4 — SIGNIFICANT MANAGEMENT JUDGEMENT IN APPLYING ACCOUNTING POLICIES

 

Impairment Losses

 

Impairment losses are based on an assessment of the investment or long-lived assets’ ability to generate future cash flows when there is evidence that these assets may be impaired. The calculation of the amount of impairment loss is based on estimates made by management when applying broad accounting principles governing the accounting for these assets. The determination of these estimates requires judgment by management. The final outcome may differ from the original estimates made by management, which may impact the carrying value of the assets which management has determined to be impaired and charged to the Company’s profit or loss during the period.

 

Provisions

 

Provisions for legal claims, service warranties and make good obligations are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

 

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

 

F-17

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4 — SIGNIFICANT MANAGEMENT JUDGEMENT IN APPLYING ACCOUNTING POLICIES (cont.)

 

Income Tax

 

Significant judgment is involved in determining the Group’s provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognizes liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognized, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amount of the Group’s income tax payable as at September 30, 2024 and March 31, 2024 amounted to $345,742 and $218,831, respectively.

 

NOTE 5 — KEY SOURCES OF ESTIMATION UNCERTAINTY

 

In the application of the Group’s accounting policies, which are described in Note 3, management is required to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year.

 

Depreciation of property, plant and equipment

 

The cost of property, plant and equipment is depreciated on a straight-line basis over the assets’ estimated useful lives. Management estimates the useful lives of these property, plant and equipment to be within 5 years. These are the common life expectancies applied in the same industry. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

 

Impairment of non-financial assets

 

Property, plant and equipment and intangible assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.

 

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the cash-generating-unit (“CGU”) to which the asset belongs.

 

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.

 

The difference between the carrying amount and recoverable amount is recognized as an impairment loss in the income statement, unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease.

 

An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

 

A reversal of impairment loss for an asset other than goodwill is recognized in the income statement, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase.

 

During the six months ended September 30, 2024 and 2023, the Company recognized impairment losses of $nil.

 

F-18

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 — KEY SOURCES OF ESTIMATION UNCERTAINTY (cont.)

 

Allowance for expected credit losses

 

The calculation of the Group’s expected credit loss allowances and provisions against trade receivables, under IFRS 9 requires the Group to make a number of judgements, assumptions and estimates. The expected outcome may be different from the original estimate, and such difference will impact carrying value of trade receivables and doubtful debt expenses in the period in which such estimate has been charged.

 

Critical judgements include:

 

  Determining an appropriate definition of default against which a probability of default, exposure at default and loss given default parameter can be evaluated

 

  Establishing the criteria for a significant increase in credit risk (SICR)

 

  The individual assessment of material cases and the use of judgmental adjustments made to impairment modelling processes that adjust inputs, parameters and outputs to reflect risks not captured by models

 

Key source of estimation uncertainty includes:

 

  Base case and multiple economic scenarios (MES) assumptions, including the rate of unemployment and the rate of change of house prices, required for creation of MES scenarios and forward-looking credit parameters

 

In accordance with the contracts, when the goods or services are delivered, the customers are due to pay the full amount of revenue. However, most customers may postpone paying the outstanding balance in one or two months after acceptance of the goods or services. In general, if a receivable’s ageing is more than 1 year, it is very possible to be uncollectable or with certain disputes. As such, the management will examine all balances longer than 1 year and distinguish which are in special events to be not collectable. The Company determines that any receivables with ageing longer than 2 year or any receivables identified by the management with special events to be uncollectable are deemed to be uncollectable and need to be written off.

 

As of September 30, 2024 and March 31, 2024, the Company has not identified any receivables that need to be written-off. As such, no allowance on expected credit loss is considered as of September 30, 2024 and March 31, 2024.

 

Share-based payments

 

The Company measures the share-based payments value, by reference to the fair value of the equity instruments granted. As no active market for the Company’s equity value, the Company used discounted cash flow analyses for valuing the fair value and made estimates about expected future cash flows and credit spreads. Interest rate spreads, credit spreads, earnings multiples and interest rate volatility are the key sources of estimation, which may takes significant impact on the value of the share-based payments.

 

Lease liability

 

The Company uses estimation in determining the incremental borrowing rate used to measure the lease liability, specific to the asset, underlying currency, and geographic location. Where the rate implicit in the lease is not readily determinable, the discount rate of the lease obligations are estimated using a discount rate similar to the Company’s specific borrowing rate. This rate represents the rate that the Company would incur to obtain the funds necessary to purchase the asset of a similar value, with similar payment terms and security in a similar environment. The Company applies judgement in determining whether the contract contains an identified asset, whether they have the right to control the asset, and the lease term.

 

F-19

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6 — CONCENTRATION RISKS

 

Geographical information

 

The Group’s operations are located in Hong Kong and all of the Group’s revenue is derived from sales in Hong Kong. Hence, no analysis by geographical area of operations is provided.

 

Information about major customers

 

Major distributors that make up 10% or more of revenue are as below:

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Customer A  $*   $1,733,603 
Total revenue  $11,091,189   $7,009,209 

 

*The revenue of this customer is not over 10% of total revenue of the Company.

 

Information about major suppliers

 

Major suppliers that make up 10% or more of purchases are as below:

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Supplier A  $1,496,978   $703,933 
Supplier B   1,186,230    * 
Supplier C   *    565,246 
Total purchase  $9,185,586   $5,673,221 
*The purchase from this supplier is not over 10% of total purchase of the Company.

 

NOTE 7 — REVENUE

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Supply chain services  $6,329,678   $4,646,951 
Procurement and distribution   4,759,301    2,346,931 
Consignment sales and other revenue   2,210    15,327 
Total Revenue  $11,091,189   $7,009,209 

 

During the six months ended September 30, 2024 and 2023, $6,329,678 and $4,646,951 of revenue were recognized, respectively, over time when services are delivered to customers over a short period of time. During the six months ended September 30, 2024 and 2023, $4,761,511 and $2,362,258 of revenue were recognized, respectively, in time when the goods are delivered to customers.

 

The Company presents the consideration that a customer pays before the Company transfers a service or goods to the customer as a contract liability when the payment is made. Contract liability is the Company’s obligation to transfer services to a customer for which the Company has received consideration from the customer. As of September 30, 2024, the balance of contract liability was $74,877. The contract liability amounted to $191,066 as of March 31, 2024 were recognized as revenue within the six months ended September 30, 2024.

 

NOTE 8 — BREAKDOWN OF EXPENSES BY NATURE

 

Cost of revenue mainly comprise the cost of products purchased, cost of packing material, transportation cost, warehouse leasing cost, labor cost, compensation cost for loss of goods, outsourcing packing cost, and other direct costs.

 

Selling, general and administrative expenses comprise labor costs, depreciation and amortization, professional expenses, utility expenses and other office expenses.

 

F-20

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 8 — BREAKDOWN OF EXPENSES BY NATURE (cont.)

 

The following table shows a breakdown of cost of sales, Selling, general and administrative expenses of all business for the periods presented for each category:

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Changes in inventories of merchandised goods  $4,513,873   $2,171,361 
Storage cost   530,012    463,412 
Transportation cost   2,619,599    1,046,455 
Consumption of packing material   514,714    515,594 
Depreciation and amortization   30,153    31,727 
Labor cost   1,318,041    1,589,164 
Outsourcing expenses   328,755    202,169 
Others   211,559    648,117 
Total cost of sales, selling, general and administrative expenses  $10,066,706   $6,667,999 

 

NOTE 9 — OTHER INCOME

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Disposal of scraps and others   804    427 
Total  $804   $427 

 

NOTE 10 — OTHER GAINS/(LOSSES), NET

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Foreign currency exchange gain (loss)  $1,751   $(31,235)
Gain on disposal of a subsidiary   -    11,559 
Loss on disposal of property, plant and equipment   -    (10,841)
Others   -    (2,300)
Total  $1,751   $(32,817)

 

NOTE 11 — FINANCE COSTS, NET

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Interest income on bank balance  $1,078   $156 
Finance income   1,078    156 
           
Interest expenses for lease liability   (20,150)   (18,113)
Interest expenses on loans and longterm payable   (29,104)   (16,699)
Finance costs   (49,254)   (34,812)
    -    - 
Finance costs, net  $(48,176)  $(34,656)

 

F-21

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 12 — INCOME TAX EXPENSE

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Hong Kong enterprises income tax:        
Current tax  $150,303   $25,127 
Deferred tax        
Total  $150,303   $25,127 

 

Hong Kong Pharma Digital Technology Holdings Limited was incorporated in the Cayman Islands, and, under the current laws of the Cayman Islands, is not subject to income taxes.

 

The tax charge for the Group can be divided into Hong Kong entities and PRC entity. Both Hong Kong entities and PRC entity are operating entities and may be subject to income tax and deferred tax.

 

Hong Kong

 

On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was announced on the following day. Under the two-tiered profits tax rates regime, the first 2 million Hong Kong Dollar (“HKD”) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD2 million will be taxed at 16.5%.

 

The following table reconciles the statutory rate to the Company’s effective tax rate for the six months ended September 30, 2024 and 2023:

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Hong Kong Statutory income tax rate   16.50%   16.50%
Permanent difference for non-deductible expense   2.26%   1.73%
Permanent difference for non-taxable income   (1.29)%   (1.62)%
Deferred tax not provided for   1.24%   0.04%
Previous years’ operating loss deducted in current year   -%   (4.00)%
Effect of Hong Kong preferential tax rate   (2.31)%   (3.62)%
Effective tax rate   16.40%   9.03%

 

NOTE 13 — PROFIT FOR THE YEAR

 

Profit for the year has been arrived at after charging:

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Depreciation of property, plant and equipment  $25,699   $28,436 
Amortization of intangible assets   8,353    3,291 
Amortization of ROU assets  $407,886   $415,980 

 

F-22

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 14 — DIRECTORS’ EMOLUMENTS

 

The emoluments paid or payable to the directors of the Company were as follows:

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Salaries        
Lap Sun Wong  $38,420   $38,306 
Zhifang Zhang   38,420    38,306 
Total  $76,840   $76,612 

 

NOTE 15 — EARNINGS PER SHARE

 

   Six Months ended
September 30,
2024
   Six Months ended
September 30,
2023
 
Basic Earnings Per Share Numerator        
Profit for the year attributable to owners of the Company   828,559   $249,037 
           
Diluted Earnings Per Share Numerator          
Profit for the year attributable to owners of the Company   828,559   $249,037 
           
Basic Earnings Per Share Denominator          
Original shares (Class A and Class B common share):   10,000,000    6,843,000 
Additions from actual events:          
– Issuance of ordinary shares, weighted        
Basic weighted average shares outstanding   10,000,000    6,843,000 
           
Diluted Earnings Per Share Denominator          
Basic weighted average shares outstanding   10,000,000    6,843,000 
Dilutive shares: Potential additions from dilutive events:          
         
Diluted Weighted Average Shares Outstanding:   10,000,000    6,843,000 
           
Earnings Per Share          
– Basic*   0.083   $0.036 
– Diluted*   0.083   $0.036 
Weighted Average Shares Outstanding          
– Basic*   10,000,000    6,843,000 
– Diluted*   10,000,000    6,843,000 

 

  * The Company effected a 1:10 forward stock split on October 24, 2024, as a result, the shares issued and outstanding and per share number presented here are adjusted retrospectively.

 

F-23

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 16 — PROPERTY, PLANT AND EQUIPMENT

 

   Leasehold
improvements
   Warehouse
equipment
   Furniture and
fixtures
   Office
equipment
   Motor
vehicles*
   Electronic
equipment
   Total 
COST                            
At March 31, 2024  $48,493   $72,253   $13,052   $4,559   $-   $52,435   $190,792 
Additions   -    41,035    -    -    -    -    41,035 
Written-off   -    -    -    -    -    -    - 
Translation adjustment  $353   $733   $96   $34   $-   $382   $1,598 
At September 30, 2024  $48,846   $114,021   $13,148   $4,593   $-   $52,817   $233,425 
                                    
DEPRECIATION AND IMPAIRMENT                                   
At March 31, 2024  $(24,455)  $(25,769)  $(8,243)  $(2,450)  $-   $(26,633)  $(87,550)
Additions   (8,759)   (10,266)   (962)   (457)   -   (5,255)   (25,699)
Written-off   -    -    -    -    -    -    - 
Translation adjustment  $(222)  $(240)  $(65)  $(20)  $-   $(222)  $(769)
At September 30, 2024  $(33,436)  $(36,275)  $(9,270)  $(2,927)  $-   $(32,110)  $(114,018)
                                    
CARRYING AMOUNT                                   
At March 31, 2024  $24,038   $46,484   $4,809   $2,109   $-   $25,802   $103,242 
At September 30, 2024  $15,410   $77,746   $3,878   $1,666   $-   $20,707   $119,407 

 

* The Motor vehicles represent a car held in trust by Mr. Wong, the Chairman of the Company.

 

Depreciation is provided on straight-line basis for all property, plant and equipment over their estimated useful lives of the assets as follows:

 

    Useful life   Residual
Value
Leasehold improvements-warehouse and offices   Shorter of estimated useful life of 5 years or expected lease term   Nil
Warehouse equipment   5 years   Nil
Furniture and fixtures   5 years   Nil
Office equipment   5 years   Nil
Motor vehicles   5 years   Nil
Electronic equipment   5 years   Nil

 

F-24

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 17 — INTANGIBLE ASSETS

 

   Amount 
COST    
At March 31, 2024  $41,998 
additions for the year   65,308 
translation adjustment  $635 
At September 30, 2024  $107,941 
AMORTIZATION     
At March 31, 2024  $(10,173)
charge for the year   (8,353)
translation adjustment  $(116)
At September 30, 2024  $(18,641)
CARRYING AMOUNTS    
At March 31, 2024  $31,825 
At September 30, 2024  $89,299 

 

NOTE 18 — INVENTORIES

 

   As at
September 30,
2024
   As at
March 31,
2024
 
Low value consumables  $57,397   $53,877 
Merchandised goods   498,125    544,652 
Consignment inventories   -    334,770 
Provision for obsolete inventories  $-   $- 
Total  $555,522   $933,299 

 

None of the inventory are expired. There was no inventory provision or written-off during the six months ended September 30, 2024 and 2023.

 

F-25

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 19 — TRADE RECEIVABLES, OTHER RECEIVABLES AND PREPAYMENTS

 

   As at
September 30,
2024
   As at
March 31,
2024
 
Trade receivables  $4,880,309   $3,698,757 
Allowance for expected credit losses   -    - 
Total  $4,880,309   $3,698,757 

 

The aging analysis of trade receivables is as follows:

 

   As at
September 30,
2024
   As at
March 31,
2024
 
Less than 90 days  $3,566,757   $2,504,389 
90-180 days   918,670    992,290 
180-365 days   382,706    195,601 
>365 days   12,176    6,477 
Total  $4,880,309   $3,698,757 

 

As disclosed in Note 5, the Company estimated the expected credit loss for accounts receivable based on certain assumptions and historical bad debt identified. As of September 30, 2024 and March 31, 2024, the Company has not identified any receivables that need to be written off. As such, no allowance on expected credit loss is considered as of September 30, 2024 and March 31, 2024.

 

The breakdown of other receivable and prepayments is as follows:

 

   As at
September 30,
2024
   As at
March 31,
2024
 
Prepayments  $123,999   $85,616 
Shares issued in advance for services *   457,429    914,858 
Deposits   320,978    261,877 
Total  $902,406   $1,262,351 

 

* Shares issued in advance for services represents the shares issued to 3 parties for the services in connection with IPO of the Company. Note 27 gives a detail of how to determine the value of the asset.

 

Prepayments include advances to suppliers and prepaid expenses.

 

Deposits represent the deposit for rentals or utilities.

 

The fair value of trade and other receivables have not been disclosed as, due to their short duration, management considers the carrying amounts recognized in the consolidated statements of financial position to be reasonable approximation of their fair values. No credit term is granted to debtors.

 

NOTE 20 — CASH AND CASH EQUIVALENTS

 

   As at
September 30,
2024
   As at
March 31,
2024
 
Cash on hand  $7,315   $2,055 
Cash at bank   357,675    617,520 
Total  $364,990   $619,575 

 

Cash and cash equivalents comprise cash held by the Group and cash at bank. Cash at bank as at September 30, 2024 and March 31, 2024 carry interest at market rates which ranged from 0.30% to 0.40% per annum. Majority of our cash is deposited with financial institution in Hong Kong.

 

F-26

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 21 — DEFERRED IPO COSTS

 

   As at
September 30,
2024
   As at
March 31,
2024
 
Financial advisory fee  $1,402,287   $944,858 
Attorney fee   226,933    84,162 
Audit fee   275,642    94,564 
Underwriter’s fee   141,174    91,139 
Industrial research*   31,500    21,000 
Accounting service   51,662    20,717 
Others  $32,298   $3,635 
Total  $2,161,496   $1,260,075 

 

  * Industrial research is the cost incurred in connection with the independent industrial analysis report, which will be quoted by the prospectus in the F1 filing.

 

NOTE 22 — TRADE AND OTHER PAYABLES

 

   As at
September 30,
2024
   As at
March 31,
2024
 
Trade payables  $1,686,245   $1,323,135 
Employee benefits payable   82,365    59,267 
Accrual and other payables  $32,437   $33,780 
Total  $1,801,047   $1,416,182 

 

The fair value of trade and other payables have not been disclosed as, due to their short duration, management considers the carrying amounts recognized in the consolidated statements of financial position to be reasonable approximation of their fair values.

 

Trade payables comprise amounts outstanding for trade purchase. The aging analysis of trade payables is as follows:

 

   As at
September 30,
2024
   As at
March 31,
2024
 
<90 days  $1,419,704   $1,056,527 
90-180 days   232,683    37,232 
180-365 days   25,295    229,376 
>365 days  $8,563   $- 
Total  $1,686,245   $1,323,135 

 

NOTE 23 — RELATED PARTIES

 

(1) Nature of relationship with related parties

 

Name   Relationship with the Group
Mr. Lap Sun Wong   CEO, Chairman and Controlling shareholder
Mr. Zhifang Zhang   Director
LS International Holdings Limited   A company is controlled by two Directors of the Company
Wing Hong Pharmaceutical Limited   A company is controlled by two Directors of the Company
HongKong Hao Le Ku Limited   A company was controlled by COO of the Company *
HongKong Profit Fields Group Limited   A company is a minority shareholder of the Company
Hangzhou Liku Electronic Commercial Co., Ltd.   A company is controlled by son of the Chairman of the Company
My Brand Management Limited   A company is controlled by the Chairman of the Company
Billion Built International Limited   A company is controlled by the Chairman of the Company
Fame overseas Supply Chain Limited   A company is controlled by the Chairman of the Company

 

*From January 9, 2024, HongKong Hao Le Ku Limited was not a related party of the Company.

 

F-27

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 23 — RELATED PARTIES (cont.)

 

(2) Significant receivables/(payables), on a net basis, between the Group and the above related parties:

 

Name  As at
September 30,
2024
   As at
March 31,
2024
 
Wing Hong Pharmaceutical Limited  $1,571   $1,503 
HongKong Profit Fields Group Limited   9,649    14,959 
Fame overseas Supply Chain Limited   3,535    3,509 
Total  $14,755   $19,971 

 

 

Name

  As at
September 30,
2024
   As at
March 31,
2024
 
Mr. Lap Sun Wong  $(232,798)  $(457,145)
Mr. Zhifang Zhang   (7,004)   (1,194)
Hangzhou Liku Electronic Commercial Co., Ltd.  $-   $(42,338)
   $(239,802)  $(500,677)

 

Related parties receivables/(payables) were unsecured, non-interest bearing and repayment on demand.

 

The above related parties receivables/(payables) did not include the long term related party payable as disclosed in Note 24

 

(3) Significant related parties transactions between the Group and the above related parties for the six months ended September 30, 2024:

 

Name  Sales to   Purchase
from
   Loan to   Loan
from
 
Mr. Lap Sun Wong  $   $  —   $   $1,675 
Mr. Zhifang Zhang               5,776 
LS International Holdings Limited                
My Brand Management Limited                
Billion Built International Limited                
Wing Hong Pharmaceutical Limited   1,564             
HongKong Profit Fields Group Limited   52,234             
Hangzhou Liku Electronic Commercial Co., Ltd.                
Fame overseas Supply Chain Limited  $   $   $   $ 

 

(4) Significant related parties transactions between the Group and the above related parties for the six months ended September 30, 2023:

 

Name  Sales to   Purchase
from
   Loan to   Loan
from
 
Mr. Lap Sun Wong  $   $   $   $73,875 
Mr. Zhifang Zhang               123,645 
LS International Holdings Limited           863     
My Brand Management Limited           875     
Billion Built International Limited                
Wing Hong Pharmaceutical Limited   22,586            32,165 
HongKong Hao Le Ku Limited       306,670    200,467     
HongKong Profit Fields Group Limited       28,636         
Hangzhou Liku Electronic Commercial Co., Ltd.  $   $106,694   $   $ 
Fame overseas Supply Chain Limited           1,702     

 

F-28

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 24 — SHORT-TERM AND LONG-TERM BANK LOAN

 

   As at
September 30,
2024
   As at
March 31,
2024
 
Instalment bank loan – current portion  $231,641   $180,493 
Instalment bank loan – noncurrent portion   1,005,610    1,119,276 
Total loan  $1,237,251   $1,299,769 

 

Bank loans represent the amounts due to various banks. As of September 30, 2024 and March 31, 2024, short-term and long-term bank loans consisted of the following:

 

Summary of short-term bank loan and Current portion of long-term bank loans

 

   Annual
Interest
   Last
payment
  As of
September 30,
   As of
March 31,
 
   Rate   date  2024   2024 
Short-term bank loans:               
Livi Bank (1)   3.0%  July 5, 2024  $-   $34,704 
Total          $-   $34,704 
Current portion of long-term bank loans:                  
Bank of China Ltd.  (1)   3.625%  February 4, 2026   55,269    53,822 
Bank of China Ltd.  (1)   3.625%  October 19, 2033   80,462    35,173 
Standard Charted Bank (2)   3.96%  April 24, 2027  $95,910   $91,498 
Total          $231,641   $180,493 

 

Summary of non-current portion of long-term bank loans

 

   Annual
Interest
   Last
payment
  As of
September 30,
   As of
March 31,
 
   Rate   date  2024   2024 
Non-current portion of long-term bank loans:               
Bank of China Ltd. (1)   3.625%  February 4, 2026  $23,528   $51,052 
Bank of China Ltd. (1)   3.625%  October 19, 2033   814,908    853,722 
Standard Charted Bank (2)   3.96%  April 24, 2027  $167,174   $214,502 
Total          $1,005,610   $1,119,276 

 

(1) The loans are guaranteed by Mr. Wong, Chairman of the Board of Directors of the Company.

 

(2) The loan is guaranteed by Mr. Wong and Mr. Zhang, two Directors of the Company.

 

F-29

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 25 — LEASE

 

The Company primarily has operating leases for warehouse, administrative offices and dormitories, through third-parties. A summary of supplemental balance sheet information related to operating leases as of September 30, 2024 and March 31, 2024was as follows:

 

   As of
September 30,
2024
   As of
March 31,
2024
 
Lease right-of-use assets, net  $1,073,857   $730,451 
           
Lease liabilities, current   910,714    634,504 
Lease liabilities, non-current   200,759    117,836 
           
Total lease liabilities  $1,111,473   $752,340 
           
Weighted average remaining lease term   13.7 months    15.6 months 
           
Weighted average discount rate*   3.48%   3.28%

 

* The discount rate is based on its incremental internal long-term bank loan borrowing rate. In addition, since all of the Company’s leases are warehouse lease which are all located in Hong Kong, which have similar nature and similar economic environment, the Company use the same discount rate for all of lease agreements.

 

A summary of lease expenses recognized in the consolidated statement of income and comprehensive income(loss) for the six months ended September 30, 2024 and 2023 and supplemental cash flow information related to operating leases were as follows:

 

   For the six months ended September 30,
2024
   For the six months ended September 30,
2023
 
Operating lease expenses – short-term lease  $106,700   $41,877 
           
Interest for lease liability   20,151    18,114 
           
Right-of-use assets amortization  $407,886   $415,980 

 

Minimum future lease payments under non-cancellable operating leases described above as of September 30, 2024 were as follows:

 

   As of
September 30,
2024
 
By September 30, 2025  $957,319 
By September 30, 2026   202,824 
By September 30, 2027   - 
By September 30, 2028  $- 
Total future lease payments   1,160,143 
      
Less: present value discount   (48,670)
      
Total operating lease liabilities  $1,111,473 

 

F-30

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 26 — SHARE CAPITAL AND SHARE PREMIUM

 

The details of the Group’s share capital are as follows:

 

   Number of
shares *
(Class A)
   Amount
(Class A)
   Number of
shares *
(Class B)
   Amount
(Class B)
   Subscription
receivable
   Additional
Paid-in
Capital
 
Shares outstanding as March 31, 2024   9,501,000    9,501    499,000    499    (300,000)   3,017,409 
Subscription of shares                   250,000     
Shares outstanding as September 30, 2024   9,501,000    9,501    499,000    499    (50,000)   3,017,409 

 

   Number of
shares
   Amount   Additional
Paid-in
Capital
 
Authorized Class A Ordinary shares of US$0.001 as at March 31, 2024 and September 30, 2024 *   49,501,000   $49,501   $ 
Authorized Class B Ordinary shares of US$0.001 as at March 31, 2024 and September 30, 2024 *   499,000    499   $ 
Issued Class A Ordinary shares of US$0.001 as at March 31, 2024 *   9,501,000    9,501   $2,217,908 
Issued Class B Ordinary shares of US$0.001 as at March 31, 2024 *   499,000    499   $799,501 
Issued Class A Ordinary shares of US$0.001 as at September 30, 2024 *   9,501,000    9,501   $2,217,908 
Issued Class B Ordinary shares of US$0.001 as at September 30, 2024 *   499,000    499   $799,501 

 

  * The Company effected a 1:10 forward stock split on October 24, 2024, as a result, the shares issued and outstanding and per share number presented here are adjusted retrospectively.

 

Class A Ordinary Shares

 

On December 1, 2023, the Company issued to two shareholders, 617,850 shares each, at unit price $0.001 per share as instructed by old shareholder of the Company to reflect transferring of shares.

 

On December 1, 2023, the Company issued to three shareholders 474,100 shares each, for their services in connection with the IPO and pre-IPO financing and cash consideration of $1,422 in total. As the services were going to be provided over the time till closing of IPO of the Company, the Company determined the value of the shares at average price over the whole service period in accordance with IFRS 2-13. During the fiscal year ended March 31, 2024, the fair value of the shares were valued at $1,831,137. After deducting the $1,422 cash consideration received by the Company, remaining value of $1,829,715 were determined as the service fee prepaid to the three parties. The services are estimated at 2-years service period, thus $914,857 were recorded as a deferred IPO costs for the services provided and $914,858 were recorded as a prepayment for the service to be provided for the next year as of March 31, 2024. Therefore, as of September 30, 2024, $1,372,286 were recorded as a deferred IPO costs and $457,429 were recorded as a prepayment for the service.

 

Class B Redeemable Ordinary Shares

 

On December 15, 2023, the Company issued 499,000 Class B Redeemable Ordinary Shares, to a shareholder to obtain US$800,000 cash proceeds. As of March 31, 2024, cash proceeds of $500,000 were received, and the remaining $300,000 were recorded as a subscription receivable. As of September 30, 2024, cash proceeds of $750,000 were received, and the remaining $50,000 were recorded as a subscription receivable.

 

All Class B Redeemable Ordinary Shares have the same par value of USD0.001 per share.

 

F-31

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 26 — SHARE CAPITAL AND SHARE PREMIUM (cont.)

 

The major rights, preferences and privileges of the Class B Redeemable Ordinary Shares are as follows:

 

Description   Contents

Ordinary shares

 

 

Where the Directors issue a Share having no preferred, deferred, redemption or other special rights, it shall be issued as an ordinary Share and entitle the holder, subject to any other Share having any preferred, deferred, redemption or other special rights, to

 

(a) receive notice of, attend and vote at any general meeting of the Company and on any Ordinary Resolution or Special Resolution;

 

(b) an equal share in any dividend or other Distribution paid by the Company; and

 

(c) an equal share in the distribution of the surplus assets of the Company.

 

Voting rights

 

 

(i) Holders of Class B Redeemable Ordinary Shares shall be entitled to receive notice of meetings of Members in accordance with these Articles and on the same basis as holders of the Class A Ordinary Shares. Except in relation to the maters as provided below or as otherwise provided by law or from time to time by the provisions hereof, the Class B Redeemable Ordinary Shares and the Class A Ordinary Shares shall vote as a single class.

 

(ii) Upon any resolution proposed at a general meeting of the Company, every holder of Class B Redeemable Ordinary Shares who is present in person, by its duly authorized representative or by proxy, shall have one vote and on a poll every holder shall have one vote in respect of each Class B Redeemable Ordinary Share registered in the name of such holder.

 

Redemption Rights

 

 

(i) In the event that an Event of Default occurs, upon demand in writing by the Holder, the Company shall redeem out of lawfully available funds the Class B Redeemable Ordinary Shares held by the Holder in full at an amount equal to the proportion of Subscription Monies paid to the Company up to the Redemption Date (which, for the avoidance of doubt, shall mean the Subscription Monies in the amount of US$800,000 less any amount thereof unpaid) plus the interests accrued but not yet paid to the Holder for each portion of the Subscription Monies paid to the Company for the period between the date of payment of such portion of the Subscription Monies and the Redemption Date (both dates inclusive) at the rate of 12% per annum compounded annually (the “Default Redemption Price”).

 

(ii) In the event that the IPO is not completed due to any Force Majeure Event happening after the end of the 24th month after the Completion Date, upon demand in writing by the Holder, the Company shall redeem out of lawfully available funds the Class B Redeemable Ordinary Shares held by the Holder in full at an amount equal to the proportion of Subscription Monies paid to the Company up to the Redemption Date (which, for the avoidance of doubt, shall mean the Subscription Monies in the amount of US$800,000 less any amount thereof unpaid) plus the interests accrued but not yet paid to the Holder for each portion of the Subscription Monies paid to the Company for the period between the date of payment of such portion of the Subscription Monies and the Redemption Date (both dates inclusive) at the rate of 8% per annum compounded annually (the “Force Majeure Redemption Price”). For the avoidance of doubt, if both Event of Default and the Force Majeure Event have occurred, the Company shall redeem the Subscription Shares in full at the Default Redemption Price.

 

(iii) In the event that the IPO is not completed for any reason other than an Event of Default and Force Majeure Event which happened after the end of the 15th month after the Completion Date, upon demand in writing by the Holder, the Company shall redeem out of lawfully available funds the Class B Redeemable Ordinary Shares held by the Holder in full at an amount equal to the proportion of Subscription Monies paid to the Company up to the Redemption Date (which, for the avoidance of doubt, shall mean the Subscription Monies in the amount of US$800,000 less any amount thereof unpaid) plus the interests accrued but not yet paid to the Holder for each portion of the Subscription Monies paid to the Company for the period between the date of payment of such portion of the Subscription Monies and the Redemption Date (both dates inclusive) at the rate of 8% per annum compounded annually in relation to such proportion of Subscription Monies (the “Expiry Redemption Price”).

 

Other Rights

 

 

Each Class B Redeemable Ordinary Share shall, unless otherwise provided in this Article 5.8, have attached to it the same rights as a Class A Ordinary Share.

 

 

F-32

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 26 — SHARE CAPITAL AND SHARE PREMIUM (cont.)

 

Description   Contents
Conversion Right  

(a) The Holder is free to convert the Class B Redeemable Ordinary Shares into Class A Ordinary Shares at the Conversion Ratio (as defined below) at any time upon written request to the Company after the Completion Date. “Conversion Ratio” shall be 1:1, ie. One Class B Redeemable Ordinary Share in exchange for one Class A Ordinary Share at the time of the Completion Date, with subsequent customary and proportional adjustments due to stock split, stock dividend etc. of the securities issued by the Company or other corporate events alike. For the avoidance of doubt, the Conversion Ratio shall be adjusted if needed such that the Holder shall not suffer any dilution in its equity interest in any member of the Group before the IPO. Upon tendering of the written request, the Company shall undertake to complete the conversion within 2 Business Days.

 

(b) In case the Class B Redeemable Ordinary Shares are converted to Class A Ordinary Shares in anticipation of IPO, and that the Company fails to complete the IPO after 15 months of the Completion Date or the occurrence of an Event of Default, whichever is earlier, upon the written request of the Holder, the Company shall convert all the Class A Ordinary Shares held by the Holder back to the Class B Redeemable Ordinary Shares with the associated rights of the Class B Redeemable Ordinary Shares reinstated within 30 calendar days from the written request.

 

(c) Notwithstanding Article 5.13, any stock split, stock dividend etc. of the securities issued by the Company or other corporate events alike should require the prior written consent of the Holder.

 

Accounting of Class B Redeemable Ordinary Shares (“Class B shares”)

 

The Company classified all redeemable Class B shares as an equity in the consolidated statements of financial position as analyzed below, item by item for all criteria in accordance with IAS32 16A and 16B for classification liabilities and equities of puttable instruments:

 

IAS terms   Analysis Results
16A (a)   Yes, the Class B shares share with the same rights as Class A ordinary shares on liquidation as defined in Article of Association of 5.8 d.
     
16A (b)   Yes, the Class B shares does not have priority on liquidation as defined in Article of Association of 5.8 d.
     
16A (c)   Yes, all shares in this Class B have the same term
     
16A (d)   Yes, the Company does not have other obligation to deliver cash or assets to the holder of the Class B shares
     
16A (e)   Yes, the expected cash flow of the Class B shares is either from shares sold out or dividend. 
     
16B (a)   No, no other instruments attached in the Class B shares having certain features as described in 16B (a)
     
16B (b)   No, no any restriction on the return or make it fixing the return

 

As analyzed above, all criteria are met. Thus, the redeemable Class B shares can be reclassified as an equity.

 

F-33

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 27 — RETAINED EARNINGS AND ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

 

Retained earnings

 

The retained earnings comprise the cumulative net gains and losses recognized in the Company’s consolidated profit or loss and other comprehensive income.

 

Accumulated other comprehensive (loss) income

 

Accumulated other comprehensive (loss) income represents the foreign currency translation difference arising from the translation of the financial statements of companies within the Group from their functional currency to the Group’s presentation currency.

 

NOTE 28 — RISK MANAGEMENT AND FAIR VALUES

 

  1. Capital risk

 

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing the return to owners through the optimization of the debt and equity balance. The Group’s overall strategy remains unchanged during the year.

 

The capital structure of the Group consisted of borrowings net of bank balances and cash, and equity attributable to owners of the Company comprising issued share capital and various reserves.

 

The directors of the Company review the capital structure regularly. As part of this review, the Group considers the cost of capital and the risks associated with each class of capital, and will balance its overall capital through the payment of dividends, new share issues as well as the issue of new debt or the redemption of existing debt.

 

The Group monitors capital using the Gearing Ratio, which is net debt divided by total equity. Net debt represents borrowings less cash and cash equivalents. The Company met its objective by minoring borrowing activities.

 

The Company and its subsidiaries are not subject to externally imposed capital requirements.

 

   September 30,
2024
   March 31,
2024
 
Total loans and longterm related party payable  $1,237,251   $1,334,473 
Less: cash and cash equivalents   (365,391)   (627,257)
Net debt   871,860    707,216 
Total equity  $5,352,250   $4,253,659 
Gearing ratio   16%   17%

 

  2. Financial risk

 

Financial risk management objectives and policies

 

The Group’s major financial instruments include trade and other receivables, related parties receivables, cash and cash equivalents, trade and other payables, related parties payables and short-term loans. Details of these financial instruments are disclosed in the respective notes. The risks associated with these financial instruments include credit risk, market risk (interest rate risk and currency risk) and liquidity risk. The policies on how to mitigate these risks are set out below. The management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

 

  3. Market risk

 

  (i) Foreign currency risk

 

While our reporting currency is the U.S. dollar, substantially all of our consolidated revenues and consolidated costs and expenses are denominated in HK$. Substantially all of our assets are denominated in HK$. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between the U.S. dollar and the HK$. If the HK$ depreciates against the U.S. dollar, the value of our HK$ revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline. Assets and liabilities are translated at exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income but are included in determining other comprehensive income, a component of equity. As of September 30, 2024 and March 31, 2024, our accumulated other comprehensive income (loss) was $15,174 and $(4,858), respectively. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

 

F-34

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 28 — RISK MANAGEMENT AND FAIR VALUES (cont.)

 

  (ii) Interest rate risk

 

We deposit surplus funds with Hong Kong banks earning daily interest. We do not invest in any instruments for trading purposes. Most of our outstanding debt instruments carry fixed rates of interest. Our operations generally are not directly sensitive to fluctuations in interest rates and we currently do not have any long-term debt outstanding. Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.

 

  4. Credit risk

 

As at September 30, 2024, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure to perform an obligation by the counterparties is arising from the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheet.

 

In order to minimize the credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of each reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Group consider that the Group’s credit risk is significantly reduced.

 

The Group’s exposure to credit risk on receivables in influenced mainly by the individual characteristics of each customer therefore concentrations of credit risk primarily arise when the Group has significant exposure to individual customers. In order to minimize the credit risk, management continuously monitors the level of exposure to ensure that follow-up actions and/or corrective actions are taken promptly to lower the risk exposure or to recover overdue balances.

 

  5. Liquidity risk

 

In the management of the liquidity risk, the Group monitors and maintains a level of cash and bank balances deemed adequate by the management to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. The management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

 

Liquidity tables

 

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities as at September 30, 2024 based on agreed repayment terms. The tables have been drawn up based on undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows.

 

As at September 30, 2024

 

   Within
1 year
   Over
1 year
   Total 
Bank loans and longterm related party payable  $231,641   $1,005,610   $1,237,251 
Lease liability   910,714    200,759    1,111,473 
Trade and other payables   1,875,924    -    1,875,924 
Income tax payable   345,742    -    345,742 
Related parties payables  $239,802   $-   $239,802 
Total  $3,603,823   $1,206,369   $4,810,192 

 

F-35

 

 

HONG KONG PHARMA DIGITAL TECHNOLOGY HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 28 — RISK MANAGEMENT AND FAIR VALUES (cont.)

 

  6. Fair value

 

The fair value of financial assets and financial liabilities is determined in accordance with generally accepted pricing models based on discounted cash flow analysis.

 

The following table presents the fair value of the Group’s financial instruments measured at the end of the reporting period on a recurring basis, categorized into the three-level fair value hierarchy as defined in IFRS 13, Fair Value Measurement. The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows:

 

  Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
     
  Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available.
     
  Level 3 valuations: Fair value measured using significant unobservable inputs.

 

During the six months ended September 30, 2024 and 2023, there were no transfers between Level 1 and Level 2, or transfers into or out of Level 3. The Group’s policy is to recognize transfers between levels of fair value hierarchy as at the end of the reporting period in which they occur.

 

Valuation techniques and inputs used in Level 2 fair value measurements

 

The directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at amortized cost approximate their fair values.

 

NOTE 29 — COMMITMENTS AND CONTINGENCIES

 

  (1) Apart from the bank loans and lease liability as disclosed in Note 24 and Note 25, no other commitment was identified by the Company.

 

  (2) Please see Note 24 and Note 25 for the obligation of future payment.

 

No contingency is identified by the Company as of September 30, 2024.

 

NOTE 30 — EVENTS AFTER THE BALANCE SHEET

 

On January 15, 2025, the Company redesignated and reclassified each of its issued and outstanding Class A ordinary shares and each of the issued and outstanding Class B redeemable ordinary shares into a single class of ordinary shares on a 1:1 basis, that is each of the issued and outstanding Class A ordinary shares into one (1) ordinary share and each of the issued and outstanding Class B redeemable ordinary shares into one (1) ordinary share, with each of such ordinary shares being entitled to one vote per share, and adopted its Third Amended and Restated Memorandum and Articles of Association. 

 

The Company closed an IPO on January 16, 2025 with gross proceeds of $4,000,000 received, by issuing 1,000,000 ordinary shares. This event is a non-adjusting event as it does not reflect conditions that existed as of September 30, 2024.

 

F-36