Business Context and Reporting Period
TJGC Group Ltd (formerly CTRL Group Limited) is a British Virgin Islands holding company with operations conducted primarily in Hong Kong through its subsidiaries. The company provides integrated marketing and advertising services specializing in mobile game promotion. This Form 20-F covers the fiscal year ended March 31, 2026.
- Listing: Nasdaq Capital Market (Ticker: TJGC).
- Accounting Basis: U.S. GAAP.
- Reporting Currency: Hong Kong Dollars (HK$), with U.S. Dollar (US$) translations provided for convenience.
Key Financial Metrics
| Metric | Year Ended March 31, 2026 (HK$) | Year Ended March 31, 2026 (US$) | Year Ended March 31, 2025 (HK$) |
|---|---|---|---|
| Revenue | 28,717,563 | 3,662,954 | 30,472,131 |
| Gross Profit | 6,185,062 | 788,911 | 6,586,421 |
| Gross Margin | 21.5% | 21.5% | 21.6% |
| Net Loss | (23,504,077) | (2,997,969) | (26,836,426) |
| Accumulated Deficit | (47,721,698) | (6,086,951) | (24,217,621) |
| Cash and Cash Equivalents | 2,594,617 | 330,946 | 23,878,899 |
| Total Debt (Bank & Other Borrowings) | 15,594,709 | 1,989,121 | 8,130,873 |
| Working Capital | 1,757,250 | 224,138 | 28,406,301 |
Material Changes vs. Prior Period
- Revenue Decline: Revenue decreased by 5.8% (HK$1.75 million) primarily due to a 20.5% drop in offline advertising and web banner marketing revenue, attributed to economic downturns and clients shifting budgets to one-off events.
- Operating Expenses: General and administrative expenses increased by 22.5% (HK$5.0 million) due to hiring additional staff and advisors for public company compliance and expansion.
- Impairment Charges:
- Recognized an impairment loss of HK$4.3 million on game development costs.
- Recorded a reversal of impairment loss on prepayments of HK$3.1 million following the completion of exhibition events.
- Liquidity Position: Cash balances decreased significantly from HK$23.9 million to HK$2.6 million. Total borrowings increased from HK$8.1 million to HK$15.6 million, including a new short-term loan from a licensed money lender.
Guidance, Outlook, Risks, and Unusual Items
Going Concern Uncertainty
The independent auditor's report includes an explanatory paragraph stating there is substantial doubt about the Company's ability to continue as a going concern. This is due to significant operating losses (HK$23.5 million) and an accumulated deficit of HK$47.7 million. Management believes the recent IPO and a follow-on offering in April 2026 alleviate this doubt, but future success depends on raising additional funds.
Recent Capital Raises
- April 2026 Registered Direct Offering: Issued 15,000,000 shares at US$0.40 per share, generating gross proceeds of US$6.0 million (net proceeds approx. US$5.4 million).
- Share Consolidation: A 3-for-1 share consolidation was effected in May 2026 to regain compliance with Nasdaq minimum bid price requirements.
- Regulatory & Geopolitical: Risks related to PRC laws, potential intervention in Hong Kong operations, and the Holding Foreign Companies Accountable Act (HFCAA) regarding auditor inspections.
- Business Model: Revenue is project-based and non-recurring; heavy reliance on mobile game advertising and specific media publishers.
- Internal Controls: Management concluded that disclosure controls and internal controls over financial reporting were ineffective as of March 31, 2026, citing a lack of sufficient accounting personnel with GAAP/SEC experience.
- Related Party Transactions: Significant transactions with entities controlled by major shareholders and former executives.
- Going Concern Status: Verify the sufficiency of the April 2026 offering proceeds to cover operating losses and debt obligations for the next 12 months.
- Internal Control Remediation: Review the specific steps taken to address the material weakness in internal controls and the hiring of qualified accounting personnel.
- Debt Covenants: Examine the terms of the new short-term loan from the licensed money lender (12% interest) and the Bank of East Asia loan to ensure no immediate default risks.
- Revenue Concentration: Assess the impact of the top four customers (accounting for ~43% of 2026 revenue) and the non-recurring nature of project-based contracts.
- Game Development Viability: Evaluate the recoverability of the remaining capitalized game development costs (HK$10.2 million) given the recent impairment charge.