abcmultiactive

abc Multiactive Limited

(Incorporated in Bermuda with limited liability)

Stock code:8131

2025

ANNUAL REPORT

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

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

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

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

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

abc Multiactive Limited

Section	Pages
Corporate Information	3
Director's Statement	5
Financial Highlights	6
Management Discussion and Analysis	7
Biographical Details of Directors and Senior Management	14
Report of the Directors	16
Environmental, Social and Governance Report	22
Corporate Governance Report	58
Independent Auditor's Report	72
Consolidated Statement of Profit or Loss and Other Comprehensive Income	78
Consolidated Statement of Financial Position	79
Consolidated Statement of Changes in Equity	81
Consolidated Statement of Cash Flows	82
Notes to the Consolidated Financial Statements	84
Financial Summary	152

Annual Report 2025

Corporate Information

DIRECTORS

Executive Directors

Mr. Jinzhao HUANG

Independent Non-executive Directors

Mr. Wai Hing CHAU
Mr. Hoi Yuen NG
Ms. Ouyang CAI

COMPANY SECRETARY

Mr. Yun Wah MAN

COMPLIANCE OFFICER

Mr. Jinzhao HUANG

AUTHORISED REPRESENTATIVES

Mr. Jinzhao HUANG
Mr. Yun Wah MAN

AUDIT COMMITTEE

Mr. Wai Hing CHAU
Mr. Hoi Yuen NG
Ms. Ouyang CAI

REMUNERATION COMMITTEE

Mr. Wai Hing CHAU
Mr. Hoi Yuen NG
Ms. Ouyang CAI

NOMINATION COMMITTEE

Mr. Wai Hing CHAU
Mr. Hoi Yuen NG
Ms. Ouyang CAI

BERMUDA RESIDENT REPRESENTATIVE

Conyers Corporate Services (Bermuda) Limited

REGISTERED OFFICE

Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS

Unit 12, 21/F, Wayson Commercial Building
No. 28 Connaught Road West
Sheung Wan
Hong Kong

BERMUDA PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

Appleby Global Corporate Services (Bermuda) Limited
Canon's Court, 22 Victoria Street
PO Box HM 1179, Hamilton HM EX
Bermuda

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

TRICOR INVESTOR SERVICES LIMITED
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong

abc Multiactive Limited

Corporate Information

PRINCIPAL BANKERS

Hang Seng Bank Limited
The Hong Kong and Shanghai Banking Corporation Limited
Bank of China (Hong Kong) Limited
Dah Sing Bank Limited

STOCK CODE

8131

WEBSITE

http://www.hklistco.com/hklistco/
Information?stockCode=8131

AUDITORS

McMillan Woods (Hong Kong) CPA Limited
24/F., Siu On Centre
188 Lockhart Road
Wan Chai
Hong Kong

Annual Report 2025
5

Director's Statement

I would like to thank our team for their valuable contributions and support in the year 2025.

The global securities and financial services markets navigated a complex landscape in 2025. While macroeconomic pressures such as elevated interest rates, geopolitical tensions, and regional banking volatility persisted, the accelerated adoption of artificial intelligence and cloud transformation across the sector created significant new opportunities. Financial institutions increasingly turned to technology not only for cost efficiency and compliance, but also to enable new revenue streams through data-driven services, personalized digital experiences and other related professional services.

Despite a challenging year, we again demonstrated our leadership position in the RegTech and Fintech technology by maintaining contracts in a highly competitive industry for implementing our solutions.

Entering 2026, the outlook for financial IT investment is strengthening. With interest rate cycles turning and capital market activity expected to rebound, financial institutions are forecasted to increase technology budgets by an estimated 8–12% globally, with particular focus on: (i) AI integration across risk management, customer onboarding, and investment advisory; (ii) Cybersecurity and resilience amid rising digital threats; (iii) Cloud-native platforms to improve scalability and interoperability; and (iv) ESG and carbon accounting solutions ahead of regulatory deadlines. Therefore, we are cautiously optimistic about the outlook for the coming year. The Group has always committed to providing innovative financial solutions and related services to support our customer's operational needs. Our goal in 2026 is to generate more recurring revenue and expand our product line and services scope to new areas in different segments and financial industries, including but not limited to AI integration. Our R&D division continues to focus on the development and expansion of innovative solutions with continuous efforts to facilitate and optimize our core solutions. To accelerate this growth, we have a strategic plan to enter the Mainland China market by establishing a local subsidiary focused on IT and AI-related business, developing tailored solutions for this dynamic region.

I extend my gratitude to our board, shareholders, clients, and partners for their trust and collaboration through a dynamic period. My special thanks go to our dedicated employees, whose innovation and commitment remain the foundation of our progress. We move into 2026 with confidence, ready to deliver transformative technology that empowers the future of finance.

Jinzhao HUANG
Executive director
27 February 2026

abc Multiactive Limited

Financial Highlights

Key Financial Figures and Ratios	Note	Year ended 30 November 2025 HK$’000	Year ended 30 November 2024 HK$’000	Increase/ (decrease) in %
Performance
Revenue		42,803	41,068	4.2
Profit/(loss) before interest, taxation and depreciation		7,717	(6,055)	N/A
Profit/(loss) for the year		5,534	(7,829)	N/A
Profit/(loss) attributable to equity owners of the Company		6,132	(7,529)	N/A
Gross profit margin	1	20.8	30.0	(30.7)
		Year ended 30 November	Year ended 30 November	Increase/ (decrease) in %
Key Financial Figures and Ratios	Notes	2025 HK$’000	2024 HK$’000
Total assets		37,186	27,151	37.0
Net assets		6,107	573	965.8
Cash and cash equivalents		16,564	11,494	44.1
Net cash	2	16,564	11,494	44.1
Liquidity and Gearing
Current ratio	3	1.97	0.99	99.0
Gearing ratio	4	0.35	0.57	(38.6)

Notes:
1. Gross profit margin is calculated by dividing gross profit by revenue and multiplying the resulting value by 100%. Gross profit equals to revenue minus cost of sales.
2. Net cash is cash and cash equivalents less interest-bearing bank borrowings.
3. Current ratio is calculated by dividing current assets by current liabilities.
4. Gearing ratio is a percentage of borrowings and long term debts over total assets.

Annual Report 2025

Management Discussion and Analysis

Performance Analysis

The performance analysis of the Group for the Year is set out in the "Financial Highlights" of this annual report.

Financial Review

The Group recorded a revenue of approximately HK$42,803,000 for the year ended 30 November 2025 (the "Year"), increased by 4.2% from that of approximately HK$41,068,000 for the corresponding period last year. The net profit of the Group for the Year was approximately HK$5,534,000, whereas the Group recorded a net loss of approximately HK$7,829,000 for the corresponding period last year. Of the total revenue amount, (i) approximately HK$3,556,000 or 8.3% was generated from computer software licenses leasing and provision of related services; (ii) approximately HK$5,051,000 or 11.8% was generated from maintenance services; (iii) approximately HK$460,000 or 1.1% was generated from contract revenue; (iv) approximately HK$8,421,000 or 19.7% was generated from fintech resources services; and (v) approximately HK$25,315,000 or 59.1% was generated from professional services. The increase in total revenues were mainly attributed to the enhanced portfolio of products and related services.

During the Year, the operating expenditures amounted to approximately HK$10,774,000 for the Year, decreased by approximately 23.4% when compared to approximately HK$14,065,000 for the corresponding period last year. The decrease were mainly attributed to decrease in selling and marketing expenses and software research and development expenses during the Year.

During the Year, the depreciation expenses on property, plant, and equipment was approximately HK$49,000, decreased by approximately 40.2% when comparing to approximately HK$82,000 for the same period last year.

The Group recognised amortisation expenses of HK$Nil (2024: HK$236,000) during the Year.

Except for reversal of expected credit losses on trade receivables amount approximately HK$1,308,000 (2024: allowance for expected credit losses on trade receivables approximately HK$3,214,000) as at 30 November 2025, the Group has no provision made for impairment of trade receivables during the Year.

Total staff costs (excluding directors' remuneration) were approximately HK$11,634,000 for the Year, decreased by approximately 28.4% when compared to that of approximately HK$16,254,000 for the corresponding period last year.

The Group anticipates that software license leasing, maintenance services and other professional services revenues will continue to provide a steady source of revenues and account for a significant amount of total revenues for the Group. The Group also intend to grow its operations further by committing significant time and resources to the maintenance and ongoing development of its core-solutions and services, and also further expand our income stream by enhancing the products and services portfolio.

abc Multiactive Limited

Management Discussion and Analysis

Operation Review

For the Year, the Group's revenue was approximately HK$42,803,000, increased by 4.2% when compared to that of approximately HK$41,068,000 for the corresponding period last year. Of the total audited revenue, revenue of approximately HK$34,382,000 represents revenue from provision of professional services, computer software licenses leasing and provision of related services, provision of maintenance services and contract revenue and revenue of approximately HK$8,421,000 was generated from provision of fintech resources services.

With the global economic recovery gaining traction, Hong Kong's economy is projected to see sustained growth and resilience throughout 2026. In light of this, the Group retains a confident outlook on the future of the Hong Kong Financial Markets. Building on this momentum, the Group will continue to strengthen its strategic initiatives and pursue new business opportunities, adapting proactively to the dynamic operating landscape and positioning itself for long-term success. In parallel, the Group is optimistic about the continued expansion of the artificial intelligence industry in The People's Republic of China and plans to leverage its deep IT knowledge and experience within the financial sector to further develop and deliver tailored AI-driven solutions for this high-growth market.

Financial Solutions services

For the Year, financial and related services has continued to contribute a positive outcome to the Group. However, more and more competitors and products step into the market, the competitions become more keen. The Group has put more effort to maintain the customers, for example: enhance the service portfolio to provide relevant value-added services. Since year 2025, the Group also expected that financial and related services continued its positive outcome to the Group. Except for sales of software licenses and provision of professional services on financial services solutions, the Group also provides these customers with annual maintenance and other related professional services, which greatly increases the Group's services and products portfolio of the financial solutions services segment.

In view of increasing awareness of regulatory compliance driven by the rapid development of financial industry, the Group captured the business opportunities of this promising market by devoting more resources to improve and enhance its products and services portfolio that helps customers deal with the regulatory compliance.

With more new products and innovative ideas going to be launched to the market, the Group is committed to enhance its marketing activities for promoting its products and services. The Group remains optimistic about the prospects of financial solutions and related professional services. The Group will also reinforce its strategic initiatives and seeks new business opportunities to overcome the difficult operating environment.

Annual Report 2025

Management Discussion and Analysis

Supporting services

In light of the market trend to adopt technologies to improve work efficiency and the growing demand of IT professionals due to rapid development of fintech and the professional services due to the growing demand of the compliance requirement, the Group has successfully acquired Leadership and Global Platform Limited in 2021 and 2024 respectively, the Group was able to expand the supporting services market, which provides secondment and support services of IT professionals, recruitment services and other professional services for customers. Backed by the expertise and experience of the Group's IT and other professionals in financial industry and with the dedicated effort of our sales and marketing team, the Group also achieved significant growth in revenue in supporting services segment during the Year. For the Year ended 30 November 2025, the Group's revenue generated from supporting services was approximately HK$33,736,000, with an increase of 31.6% when compared to that of approximately HK$25,630,000 for the corresponding period last year. During the Year, the Group has secured the renewal secondment contract from existing customers and also other professional services contracts from new customers.

Capital structure

As at 30 November 2025, the total issued share capital of the Company was approximately HK$59,934,000 (2024: approximately HK$59,934,000) divided into 599,342,616 ordinary shares (2024: 475,813,216 ordinary shares and 123,529,400 non-voting convertible preference shares) of HK$0.10 each.

Liquidity and Financial Resources

The Group operates a conservative set of treasury policies to ensure that no unnecessary risks are taken with the Group's assets. No investments other than equity securities listed in Hong Kong, cash and other short-term bank deposits are currently permitted.

As at 30 November 2025, loans of amount HK$8,000,000, HK$3,000,000, HK$2,000,000 and HK$2,500,000 are loans from Active Investments Capital Limited ("Active Investments"), a former related company, which were unsecured, non-interest bearing and maturing on 1 June 2027. The valuation of the four outstanding promissory notes was performed by an independent valuer. As at 30 November 2025, the aggregate amount of four promissory notes was approximately HK$12,592,000 (Note 28).

The Group expresses its gearing ratio as a percentage of borrowings and long term debts over total assets. As at 30 November 2025, the Group's gearing ratio was 35.0%.

Pledge of Assets

The Group did not have any mortgage or charge over its assets as at 30 November 2025 (2024: Nil).

abc Multiactive Limited

Management Discussion and Analysis

Exposure to Fluctuations in Exchange Rates and Related hedges

All the Group's assets, liabilities and transactions are mainly denominated in Hong Kong dollars. It is the Group's policy for each operating entity to borrow in local currencies where necessary in order to minimise currency risk.

As at 30 November 2025 and 2024, the Group did not have any foreign currency investments which have been hedged by currency borrowings and other hedging instruments.

Possible Risk Exposure

Risks which are relevant to the Group and its business

There are no significant barriers to entry in the markets in which the Group participates. The market for the Group's software solutions is highly competitive, subject to rapid change and can be significantly affected by the introduction of new products and market activities of other industry participants. Competitors may vary in size, scope and breadth of the products and services offered.

The Group's success and ability to compete are dependent to a significant degree on its proprietary technology and on the proprietary technology of others. The Group relies primarily on copyright, trade secret and trademark law to protect its technology as well as its commercial reputation. The inability of the Group to adequately protect such intellectual properties it uses could have material adverse effect on the Group's business, financial condition and operating results.

Risks which are relevant to the software industry

The software industry is characterised by rapid technological change, changes in customer requirements, frequent new service and productions and enhancements, and emerging industry standards. If the Group is unable to develop and introduce new services and products or enhancements of existing services and products in a timely manner in response to changing market conditions or customer requirements, or if new services and products do not achieve market acceptance, the Group's business, financial condition and operating results will be materially adversely affected.

The internet and technology industries are characterised by rapidly changing industry standards, frequent introduction of new products and services and evolving business models. The introduction of any new laws and regulations or changes in any relevant jurisdiction to any existing laws and regulations or their interpretation that make it more restrictive for the Group to operate and/or lead to an escalation of compliance costs could have an adverse impact on the Group. In the event the business structure or operating system cannot be modified to conform to the then applicable law or practice or its interpretation, the Group may be unable to conduct the whole or some part of its business.

If the Group fails to attract and retain qualified personnel, its growth could be limited and its costs increased

The Group's success has been, and will be, dependent to a large degree on its ability to attract and retain qualified senior and middle managers and highly skilled technical personnel. The Group cannot be certain that recently hired personnel or any personnel it hires in the future will successfully integrate into its organisation or ultimately contribute positively to its business. The loss of the services of professional personnel or the inability to identify, hire, train and retain other qualified technical and managerial personnel, growth of recruitment and payroll cost of such qualified technical and managerial personnel in the future could also adversely affect the Group's business.

Annual Report 2025

Management Discussion and Analysis

The Group may be liable for defects or errors in the software solutions it develops

Many of the software solutions that the Group develops are critical to the operations of its clients' businesses. Any defects or errors in these solutions could result in delayed or lost client revenues, adverse customer reaction toward the Group, negative publicity, additional expenditures to correct the problems and claims against the Group.

The Group has a policy of seeking to include provisions in its contracts to limit its liability in rendering its services.

However, not all contracts include provisions to such effect, and, even if included, they may be unenforceable. Hence, these contractual provisions may not protect the Group from liability. If held liable for defects or errors in its software solutions, the Group's business, reputation and financial position is likely to be adversely affected.

The Group's business may be adversely affected by the downturn of Hong Kong's economy or stock market owing to unforeseen circumstances

Since a substantial part of the Group's revenue is derived from Hong Kong, the Group's business and results of operations are affected by the overall performance of the Hong Kong economy which is influenced by factors including, inter alia, local and international economic and political conditions, general market sentiment, changes in the regulatory environment and fluctuations in interest rates. Unforeseen circumstances such as economic downturn or natural disaster which are beyond the control of the Group may affect its business. Likewise, any prolonged downturn in the stock market may lead to a reduction in stock trading volume in Stock Exchange, initial public offerings and/or other corporate activities, which may adversely affect the volume of the Group's business and profitability. Any such unforeseen circumstances may adversely affect the operations and financial performance of the Group in a material respect.

Further, any adverse change in the economic conditions in Hong Kong will have adverse impact on the Group such as increase in the risk of cancellation or termination of projects by clients and default in payment of services fee. If such events materialise, the Group's performance will be adversely affected.

Financial risk

Details of the financial risk of the Group are set out in Note 6 to the consolidated financial statements.

Treasury policy

Cash and bank deposits of the Group are in Hong Kong dollars. The Group conducts its core business transaction mainly in Hong Kong dollars, such that the Group did not use any derivative instruments to hedge its foreign currency exposure as the Group considered its foreign currency exposure is insignificant.

Contingent Liabilities

The Group had no material contingent liabilities for the years ended 30 November 2025 and 2024.

abc Multiactive Limited

Management Discussion and Analysis

Event after the Reporting Period

The Group did not have any significant events occurred after the reporting period.

Litigation

As at 30 November 2025, the Group had no material litigation (2024: Nil).

Significant Investments

The Group has not held a significant investment for the year ended 30 November 2025 (2024: Nil).

Material Acquisitions, Disposal of Subsidiaries and Affiliated Companies

During the Year, the Group did not have an material acquisitions, disposal of subsidiaries and affiliated companies.

Major Events

As at 30 November 2025, the Group had no material capital commitments and no future plans for material investments or capital assets. (2024: Nil).

Employee and Remuneration Policy

The directors believe that the quality of its employees is the most important factor in sustaining the Group's growth and improving its profitability. The Group's remuneration package is structured with reference to the individual performance, working experience and prevailing salary levels in the market. In addition to basic salaries and mandatory provident fund, staff benefits include medical coverage scheme. As at 30 November 2025, the Group had employed 15 staffs in Hong Kong (2024: 16 staffs in Hong Kong). Total staff costs for the Year under review amounted to approximately HK$11,634,000 (2024: HK$16,254,000).

Pension scheme

Effective from 1 December 2000, the Group joined the Mandatory Provident Fund Scheme (the "MPF Scheme") for all of its employees employed under the jurisdiction of the Hong Kong Employment Ordinance. The MPF Scheme is registered with the Mandatory Provident Fund Authority under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) in Hong Kong. The assets of the MPF Scheme are held separately from those of the Group in funds under the control of an independent trustee. Under the revised rules of the MPF Scheme on 1 June 2014, the Group and its employees are each required to make contributions to the MPF Scheme at 5% of the employees' relevant income, subject to a cap of monthly relevant income of HK$30,000.

The retirement benefit scheme cost charged to the consolidated statement of profit or loss and other comprehensive represents contributions payable by the Group to the funds and is expensed as incurred. During the Year, the retirement benefit scheme contributions borne by the Group amounted to HK$442,000 (2024: HK$447,000). No forfeited contribution for the Group is available to reduce the contribution payable in the future years. Contributions to the scheme vest immediately.

Annual Report 2025
13

Management Discussion and Analysis

Prospects

Operational efficiency and increase its revenue growth will continue to be top priorities for the Group for 2026. In the coming year, the directors expect to be able to gain the benefits from its efforts spent on new products development and marketing promotion.

With a more efficient infrastructure and our well experience in the financial industry, the Group can dedicate more research and development focus on its core-solutions improvement and upgrading and more new diversified solutions and services. Meanwhile, the Group will continue to keep up with the market trend and the industry requirements and also will explore new business opportunities, including but not limited to exploring AI integration and entering into different market like The People's Republic of China and widen the Group's revenue stream from both existing and potential customers. It is the belief of the directors of the Company that the Group has well-diversified products and services range, its technology and professional enable the delivery of robust, scalable and innovative business solutions into the market faster and at a lower cost than alternatives which maintains its market competitiveness and it is well equipped to face future challenges and believe that the Group will be strongly positioned to optimistic growth when market conditions improve.

To strive for the realization of the above initiatives, the Group will increase its focus on its research and development capabilities and also improve the quality of its sales and marketing team. The Group's sale and marketing team will also continue to maintain closer business relationships with existing customers, explore the market for potential customers and is committed to improving the sales performance for 2026.

Alongside with the continuing evolution and modification of business strategies to develop our existing businesses, the Group will continue to seek optimisation of its business portfolio by adjusting it to adapt to the changing business climate, trend and environment, and at the same time proactively exploring and exploiting every potentially profitable business, i.e. artificial intelligence industry, financial related services including but not limited to financial public relations services, and investment opportunity as well as new growth potentials, with the ultimate goal of developing its business to generate and maximize shareholders' value and return and maintain sustainable growth and prosperity.

abc Multiactive Limited

Biographical Details of Directors and Senior Management

Executive Director

Mr. Jinzhao HUANG, aged 38, served as an account manager of GF Securities Company Limited, a company listed on Main Board of the Stock Exchange (stock code: 1776) and the Shenzhen Stock Exchange (stock code: 000776) from 2020 to 2021. Previously, he also served as a creditor officer of Postal Savings Bank of China Company Limited, a company listed on Main Board of the Stock Exchange (stock code: 1658) from 2012 to 2018. Mr. Huang obtained a Bachelor of Economics degree in Financial Insurance from Jiangxi University of Finance and Economics (江西財經大學), PRC in July 2011. Mr. Huang also obtained the Certification of China Banking Professional (中國銀行業從業人員資格認證) and the Securities Qualification Certificate* (證券從業資格證). Mr. Huang was ranked as one of the "Top Ten Retail Credit Excellence Account Manager" of the Zhanjiang Branch of Postal Savings Bank of China Company Limited for three consecutive years from 2016 to 2018.

Independent Non-executive Directors

Mr. Wai Hing CHAU, aged 60, has over 30 years of experience in the banking, finance and wealth management industries and held executive positions at several international financial institutions and listed companies. Mr. Chau currently serves as an executive director of UBA Investments Limited, a company listed on Main Board of the Stock Exchange (stock code: 768) and the chairman and an executive director of Cocoon Holdings Limited, a company listed on Main Board of the Stock Exchange (stock code: 428).

Mr. Chau was also an independent non-executive director of Carnival Group International Holdings Limited (in liquidation), a company listed on Main Board of the Stock Exchange (stock code: 996) from May 2019 to December 2023, a company incorporated in the Bermuda with limited liability and is principally engaged in the theme-based leisure and consumption business and was ordered to be wound up by the High Court of Hong Kong on 23 August 2022. From 2017 to 2021, Mr. Chau also held position as an independent non-executive director of Vestate Group Holdings Limited, a company listed on Main Board of the Stock Exchange (stock code: 1386).

Mr. Chau graduated from the City University of Hong Kong with a Bachelor of Arts degree in Quantitative Analysis for Business in 1991, a Postgraduate Certificate in Professional Accounting in 1993, and a Master of Science degree in Finance in 1998. He also obtained a Master of Professional Accounting degree from Southern Cross University in Australia in 2005. Mr. Chau has been a fellow member of the Institute of Public Accountants in Australia since June 2011, a fellow member of the Institute of Financial Accountants in England since January 2015, a chartered member of the Chartered Institute for Securities and Investment in England since November 2010 and a fellow member of the Hong Kong Securities and Investment Institute since 2008. Mr. Chau was previously a licensed person to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Annual Report 2025
15

Biographical Details of Directors and Senior Management

Mr. Hoi Yuen NG, aged 37, has been a wealth management advisor of Wise Fortune Advisors Limited, a company principally engaged in the provision of financial planning services, since 2022. He previously served as an executive consultant at Sunlife Hong Kong Limited, a company principally engaged in the provision of individual and group insurance, wealth management and pension services from 2018 to 2022. Mr. Ng also possessed 8 years of experience in the watches industry between 2011 and 2018.

Ms. Ouyang CAI, aged 37, has over 10 years of experience in the finance and taxation industry. She joined Autel Intelligent Technology Corporation Limited, a company listed on the Shanghai Stock Exchange (stock code: 688208) since 2015 and currently serves as a taxation manager of the company, where she is mainly responsible for the design, tracking and management of tax planning projects, and proficient at cross-organisation communication and co-ordination to promote project implementation. During her tenure with the company, Ms. Cai has served in several accounting, analysis and tax positions, and familiarised herself with the business process and financial and tax system of smart manufacturing enterprises. Ms. Cai graduated with a Bachelor of Accountancy degree from Changsha University of Science and Technology* (長沙理工大學), PRC.

abc Multiactive Limited

Report of the Directors

The directors are pleased to present their annual report together with the audited consolidated financial statements of abc Multiactive Limited (hereinafter referred to as the "Company") and its subsidiaries (hereinafter collectively referred to as the "Group") for the year ended 30 November 2025 (the "Year").

Principal activities

The principal activity of the Company is investment holding. The activities of its subsidiaries are set out in Note 39 to the consolidated financial statements.

Business review

A review of the Group's business during the Year and analysis of the Group's performance using financial key performance indicators and prospectus of the Group's business are provided in sections headed "Director's Statement" on page 5 and "Management Discussion and Analysis" on pages 7 to 13 of the annual report and the notes to the consolidated financial statements.

Segment information

An analysis of the Group's performance for the Year by business and geographical segments is set out in Note 8 to the consolidated financial statements.

Results and appropriation

The results of the Group for the Year and the state of affairs of the Group and the Company on that date are set out on pages 78 to 80 to the consolidated financial statements.

The directors do not recommend payment of any dividend in respect of the Year (2024: Nil).

Property, plant and equipment

Details of the movements in property, plant and equipment of the Group during the Year are set out in Note 19 to the consolidated financial statements.

Share capital

Details of the movements in the share capital of the Company during the Year are set out in Note 27 to the consolidated financial statements.

Distributable reserves

As at 30 November 2025, the Company had no distributable reserve calculated under the Companies Act 1981 of Bermuda (as amended) and the Company's bye-laws.

Reserves

Details of movements in the reserves of the Group during the Year are set out in the consolidated statement of changes in the equity.

Annual Report 2025
17

Report of the Directors

Pre-emptive rights

There are no provisions for pre-emptive rights under the Company's bye-laws and there was no restriction against such rights under the laws of Bermuda.

Permitted indemnity provision

Pursuant to the code provision C.1.8 of Corporate Governance Code (the "CG Code"), the Company should arrange appropriate insurance to cover potential legal actions against its directors and senior management. To comply with code provision, the Company has arranged for appropriate liability insurance for the directors and senior management for indemnifying their liabilities arising from corporate activities for the year ended 30 November 2025.

Purchase, sale or redemption of the Company's listed securities

The Company has not redeemed any of its listed securities during the Year. Neither the Company nor any of its subsidiaries has purchased or sold any of the Company's listed securities during the Year (2024: Nil).

Directors

The directors of the Company during the Year and up to the date of this report were:

Executive Directors

Mr. Jinzhao HUANG
Mr. Ka Lun HWA (Resigned on 6 May 2025)

Independent Non-executive Directors

Mr. Wai Hing CHAU
Mr. Hoi Yuen NG
Ms. Ouyang CAI

In accordance with Bye-laws of the Company, Mr. Wai Hing CHAU and Mr. Hoi Yuen NG will retire by rotation at the forthcoming AGM and, being eligible, offer themselves for re-elections.

abc Multiactive Limited

Report of the Directors

Directors' services contracts

None of the directors who are proposed for re-election at the forthcoming annual general meeting has a service contract with the Company which is not determinable by the Company within one year without payment of compensation, other than the statutory compensation.

Directors' interests in contracts

The directors' interests in contracts are set out in Note 36 to the consolidated financial statements. Apart from the foregoing, no other contracts of significance in relation to the Group's business to which the Company, its holding companies or its subsidiaries was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the Year.

Management contracts

No contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the Year.

Biographical details of directors and senior management

Details of biographical details of directors and senior management are set out on pages 14 to 15 to the consolidated financial statements.

Related party transactions

Details of the related party transactions of the Group are set out in Note 36 to the consolidated financial statements.

Directors' and chief executive's interests and short positions in the shares, underlying shares and debentures

As at 30 November 2025, the interests and short positions of the directors and chief executive in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the "SFO") as recorded in the register required to be kept under Section 352 of SFO or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") pursuant to Rule 5.46 to 5.68 of the GEM Listing Rules were as follows:

Long positions in shares

No long positions of directors and chief executive in the shares of the Company and its associated corporations were recorded in the register or as otherwise notified to the Company and the Stock Exchange pursuant to Rule 5.46 of the GEM Listing Rules.

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Report of the Directors

Long positions in underlying shares

a) The Company:

All options of the Company granted were expired on 27 May 2011.

No long positions of directors and chief executive in the underlying shares of the Company were recorded in the register or as otherwise notified to the Company and the Stock Exchange pursuant to rule 5.46 of the GEM Listing Rules.

No further options can be granted under the Company's share option scheme adopted on 22 January 2001 until the new requirements of Chapter 23 of the GEM Listing Rules are complied with.

b) Associated Corporation:

No long position of directors and chief executive in the underlying shares of the Associated Corporation were recorded in the register or as otherwise notified to the Company and the Stock Exchange pursuant to rule 5.46 of the GEM Listing Rules.

Long positions in debentures

No long positions of directors and chief executive in the debentures of the Company and its associated corporations were recorded in the register or as otherwise notified to the Company and the Stock Exchange pursuant to Rule 5.46 of the GEM Listing Rules.

Short positions in shares

No short positions of directors and chief executive in the shares of the Company and its associated corporations were recorded in the register or as otherwise notified to the Company and the Stock Exchange pursuant to Rule 5.46 of the GEM Listing Rules.

Short positions in underlying shares

No short positions of directors and chief executive in the underlying shares of the equity derivatives of the Company and its associated corporations were recorded in the register or as otherwise notified to the Company and the Stock Exchange pursuant to Rule 5.46 of the GEM Listing Rules.

Short positions in debentures

No short positions of directors and chief executive in the debentures of the Company and its associated corporations were recorded in the register.

abc Multiactive Limited

Report of the Directors

Save as disclosed above, as at 30 November 2025, none of the directors nor the chief executive of the Company had any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required to be recorded in the register kept by the Company under Section 352 of the SFO, or otherwise notified to the Company and the Stock Exchange pursuant to Rules 5.46 of the GEM Listing Rules.

Interests discloseable under the SFO and substantial shareholders

As at 30 November 2025, the following persons (other than the directors and chief executive of the Company) had interests and short positions in the shares and underlying shares of the Company as recorded in the register required to be kept under Section 336 of the SFO.

Long positions in shares

Name	Capacity	Nature of interest	Number of ordinary shares	Percentage of issued share capital
Bravo Merit Management Groups Limited	Beneficial owner	Corporate	174,212,790	29.07%
Mr. Wai Ming LEUNG	Beneficial owner	Corporate	174,212,790	29.07%
IRREGULAR CONSULTING LIMITED	Beneficial owner	Corporate	123,529,400	20.61%
WEE YU-CHIH	Beneficial owner	Corporate	123,529,400	20.61%

Save as disclosed above, no long positions of other persons and substantial shareholders in the underlying shares of equity derivatives of the Company were recorded in the register.

Short positions in shares

No short positions of other persons and substantial shareholders in the shares of the Company were recorded in the register.

Short positions in underlying shares

No short positions of other persons and substantial shareholders in the underlying shares of equity derivatives of the Company were recorded in the register.

Apart from the foregoing, no other interests required to be recorded in the register kept under Section 336 of the SFO have been notified to the Company.

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Report of the Directors

Major customers and suppliers

The percentages of sales for the Year attributable to the Group's major customers are as follows:

Sales

the largest customer
11.9
five largest customers combined
51.2

The percentages of purchases for the Year attributable to the Group's major suppliers are as follows:

Purchases

the largest supplier
15.5
five largest suppliers combined
59.2

None of the directors, their respective associates and shareholders of the Company (which to the knowledge of the directors own more than 5% of the issued capital of the Company) had any interest in any of five largest customers and suppliers of the Group for the Year.

Sufficiency of public float

As at the date of this report, based on information that is publicly available to the Company and within the knowledge of the directors, the directors confirm that the Company maintained the amount of public float as required under the GEM Listing rules.

Interest capitalised

The Group has not capitalised any interest during the Year.

Independence of independent non-executive directors

The Company confirmed that annual confirmations of independence were received from each of the Company's independent non-executive directors pursuant to Rules 5.09 of the GEM Listing Rules and all independent non-executive directors are considered to be independent.

Auditors

HLB Hodgson Impey Cheng Limited resigned as auditors of the Company with effect from 24 November 2022 and McMillan Woods (Hong Kong) CPA Limited was appointed as the new auditors to fill the causal vacancy with effect from 24 November 2022. The consolidated financial statements of the Group for the year ended 30 November 2025 were audited by McMillan Woods (Hong Kong) CPA Limited whose term of office will expire upon the forthcoming annual general meeting. A resolution for the re-appointment of McMillan Woods (Hong Kong) CPA Limited as the auditors of the Company for the subsequent year is to be proposed at the forthcoming annual general meeting.

On behalf of the Board

Jinzhao HUANG

Executive Director

Hong Kong, 27 February 2026

abc Multiactive Limited

Environmental, Social and Governance Report

ABOUT THE GROUP

abc Multiactive Limited (hereinafter referred to as the "Company") and its subsidiaries (hereinafter collectively referred to as the "Group") are committed towards sustainability and understand the importance of sustainable development on its business and community. The Environmental, Social and Governance ("ESG") Report (the "ESG Report") discloses the Group's policies and practices for its commitment to sustainable development. As a platform for communication with all stakeholders, the ESG Report also makes responses to the major expectations of all stakeholders in effort to facilitate mutual understanding.

The Group is principally engaged in the sales of computer software licenses; computer software license leasing and provision of related services; maintenance services; sales of computer hardware and related products; provision of fintech resources services and overseas mortgage loan consultancy services.

ABOUT THIS REPORT

Reporting Boundary

The ESG Report covers the environmental and social performances of the core business of the Group in Hong Kong. Unless otherwise stated, the ESG Report covers specific ESG policies and performances from 1 December 2024 to 30 November 2025 (the "Year") and the reporting period is consistent with the Annual Report.

Preparation Basis

The ESG Report has been prepared in accordance with the Environmental, Social and Governance Reporting Code (the "ESG Code") as set out in Appendix C2 to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") (the "Stock Exchange"). During the preparation for this ESG Report, the Group has applied the reporting principles stipulated in the ESG Code as the following:

Materiality – The materiality assessment detailed under the section headed "Materiality Assessment" has ensured the ESG Report addresses the most material ESG topics of the businesses.
Quantitative – Supplementary notes are added along with quantitative data disclosed in the ESG Report to explain any standards, methodologies, and source of conversion factors used during the calculation of emissions and energy consumption.
Consistency – Whenever deemed material, the ESG Report details the standards, tools, assumptions and/or source of conversion factors used, as well as explanations of any inconsistencies compared to previous reports.
Balance – The ESG Report should provide an unbiased picture of the Group's performance and avoid selections, omissions, or presentation formats that may inappropriately influence a decision or judgment by the reader.

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Information and Feedbacks

For the Group's corporate governance practices, please refer to the section "Corporate Governance Report" contained in this Annual Report. The Group hopes that this ESG Report would inform the stakeholders of the performances of the Group on aspects besides financial results and business operations. The Group welcomes all sorts of comments and suggestions from its stakeholders with respect to this ESG Report or the sustainability performances. Your opinions will be highly valued by the Group. If you have any advice or suggestions, please feel free to contact them via:

Tel: (852) 2598 2888
Email: [email protected]
Website: http://www.hklistco.com/hklistco/Information?stockCode=8131

BOARD STATEMENT OF ESG GOVERNANCE STRUCTURE

The board (the "Board") of directors (the "Directors") of the Company is pleased to present the ESG Report of the Group in accordance with the ESG Code published by the Stock Exchange, as contained in Appendix C2 to the GEM Listing Rules.

The Group has fully embraced social responsibility and their contribution to address the ESG requirements and challenges the society faces. The Group has implemented several material initiatives relating to environmental protection, employment and labour practices, operating practices, and community investment. The Group considers ESG commitment an integral part of their corporate responsibility and pledge to embed ESG considerations into their decision-making process.

To achieve this, they have developed a core governance framework to ensure the alignment of ESG governance with their strategic growth, while advocating ESG integration into the business operations. The structure of the ESG governance is divided into two components, namely the Board and ESG working group.

Board Responsibilities and Oversight

The Board strongly believes that a sound governance structure is critical for the effective management and implementation of ESG-related issues. The Board holds the ultimate responsibility for overseeing the Group's ESG issues, including approach, strategy, policies, management and reporting.

The Board is responsible for:

Setting the Group's overall ESG strategy and direction;
Reviewing and approving material ESG-related goals, targets and policies;
Overseeing the identification, assessment and management of ESG-related risks and opportunities, including climate-related risks and opportunities;
Monitoring the Group's ESG performance and progress towards targets;

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Environmental, Social and Governance Report

Reviewing and approving the ESG Report for publication;
Ensuring adequate resources are allocated for ESG matters.

To better manage the Group's ESG performance and identify potential risks and opportunities, the Board conducts regular materiality assessments with the assistance of the ESG working group to evaluate and prioritize material ESG-related issues with reference to the opinions of their stakeholders. By setting ESG-related goals and targets to minimize the environmental impacts of the Group's operation, the Group affirmed its commitment to embedding sustainability into the business operation and fulfilling its corporate responsibility.

Climate Governance

In accordance with the enhanced climate-related disclosure requirements under Part D of the ESG Code, the Board has specific oversight responsibilities for climate-related risks and opportunities:

Board Oversight: The Board oversees the Group's climate-related risks and opportunities. Climate matters are included as standing agenda items in Board meetings where appropriate. The Board reviews climate risk assessments, evaluates the potential impact of climate change on the Group's business model and strategy, and monitors progress towards climate-related targets.
Management's Role: The ESG working group, reporting to the Board, is responsible for assessing and managing climate-related risks and opportunities on a day-to-day basis. Management identifies climate risks through scenario analysis and stakeholder engagement, implements mitigation and adaptation measures, and monitors key climate metrics.
Integration into Overall Risk Management: Climate-related risks are integrated into the Group's overall risk management framework. The ESG working group evaluates climate risks alongside other business risks and reports significant climate matters to the Board for strategic decision-making.

ESG Working Group

The ESG working group, composed of core members from different departments, is established to facilitate the Board's oversight of ESG matters. The ESG working group is responsible for:

Collecting and analyzing ESG data, including climate-related data;
Monitoring and evaluating the Group's ESG performance;
Ensuring compliance with ESG-related laws and regulations;
Identifying and assessing ESG-related risks and opportunities, including climate-related matters;
Implementing ESG and climate strategies approved by the Board;
Preparing ESG reports for Board review and approval.

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The ESG working group arranges regular meetings to evaluate the effectiveness of current policies and formulates appropriate solutions to improve the overall performance of ESG policies. The ESG working group meets at regular intervals to discuss the existing and upcoming plans and monitor the Group's strategic goals in terms of sustainable development to mitigate potential risks and negative impacts on the business operations.

The ESG working group reports to the Board periodically to formulate ESG-related strategies and provides updates on the implementation of climate-related action plans and progress towards climate targets.

The Group closely monitors the changes in regulations and global trends on climate change to avoid cost increments. The Group will evaluate the effectiveness of the existing environmental protection measures, including greenhouse gas emissions ("GHG") reduction measures and target setting, to gradually reduce future energy consumption and GHG emissions.

STAKEHOLDER ENGAGEMENT

The Group attaches great importance to multi-channel interaction with the stakeholders. The Group respects employee diversity and develops a competitive compensation system, prospective career path and training programs for employees. The Group is committed to proactively interacting with key stakeholder groups, which comprise the Stock Exchange, government and regulatory bodies, customers, employees, investors, shareholders, service providers and the community.

The Group maintains active engagement with its stakeholders and collects their feedback through various communication channels to understand and address their concerns. The Company has established a Facebook page, "abc Fintech World", and communication between its stakeholders has been strengthened through its Facebook Live. The Group will increase the rate of stakeholder engagement via general meetings, corporate websites and constructive dialogue to drive long-term prosperity.

MATERIALITY ASSESSMENT

The Group believes that sound ESG performance is important to the Group's sustainable development and community. The Group is committed to protecting and improving the ecological environment and society and minimizing the impact of its activities on the environment.

Throughout the materiality assessment exercise, the ESG working group has assisted the Board to review its operations, identify key ESG issues and assess the importance of these issues to its businesses and stakeholders. It is the Group's policy to promote green operations, thereby gradually achieving the coordinated development of the Group, the environment and the society.

Identifying the material ESG issues that matter the most to the Group is a prerequisite for setting the framework for the ESG Report and formulation of ESG management strategies. To identify potential material topics for disclosure in the Report, reference has been taken from the HKEX ESG Code and set possible topics for assessment.

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Environmental, Social and Governance Report

All material ESG issues listed below have been disclosed in the ESG Report:

Aspects

Material ESG Issues

A. Environmental Aspect

A1. Emissions
- GHG emissions and air quality
- Waste management

A2. Use of Resources
- Energy management
- Water management

A3. The Environment and Natural Resources
- Environmental impact management

A4. Climate Change
- Physical and transition risks
- Climate resilience

B. Social Aspect

B1. Employment
- Remuneration and benefits
- Inclusion and equal opportunities
- Talent attraction and retention

B2. Health and Safety
- Occupational health and safety
- Workplace safety

B3. Development and Training
- Development and training management

B4. Labour Standards
- Prevention of child and forced labour

B6. Product Responsibility
- Project quality control
- Protection of intellectual property rights
- Protection of customer privacy and data

B7. Anti-corruption
- Corporate governance
- Anti-corruption

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Environmental, Social and Governance Report

CLIMATE-RELATED DISCLOSURES

In line with the enhanced climate disclosure requirements under Part D of the ESG Code effective from 1 January 2025, the Group presents the following climate-related disclosures structured around the four pillars: Governance, Strategy, Risk Management, and Metrics and Targets. As a GEM-listed company, the Group is encouraged, but not required, to report on the enhanced climate-related disclosure requirements under Part D of the ESG Code for financial years commencing on or after 1 January 2025, and continues to make climate-related disclosures under Aspect A4 of Part C on a 'comply or explain' basis. The climate-related disclosures in this Report are therefore provided on a voluntary basis to align with the ESG Code and relevant Implementation Guidance to the extent practicable.

Governance

As described in the "Board Statement of ESG Governance Structure" section, the Board has overall responsibility for overseeing climate-related risks and opportunities. The Board reviews climate matters regularly and has delegated day-to-day management of climate issues to the ESG working group. Climate governance responsibilities are documented in the Board's terms of reference and the ESG working group's mandate.

Strategy

Climate-Related Risks and Opportunities

The Group has identified climate-related risks and opportunities that could reasonably be expected to affect its cash flows, access to finance or cost of capital over the short, medium and long term:

Time Horizons:
- Short term: 0–3 years
- Medium term: 3–10 years
- Long term: Beyond 10 years

Physical Risks

Acute Physical Risks (Short to Medium Term):
The increased frequency and severity of extreme weather events, such as typhoons, storms, heavy rains and extreme cold or heat, bring acute physical risks to the Group's business. The Group's operations in Hong Kong are particularly vulnerable to tropical cyclones and heavy rainfall events.

Potential Impacts:
- Business disruption due to severe weather causing office closures and work stoppages
- Damage to office infrastructure and IT equipment from flooding or storm damage
- Interruption to service delivery affecting client relationships and revenue

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Environmental, Social and Governance Report

Reduced employee productivity during extreme weather conditions
Potential damage to data storage facilities

The Group's IT services and software operations are concentrated in Hong Kong office locations. Extreme weather events could affect the Group's ability to maintain continuous service delivery to clients, particularly for cloud-based and maintenance services.

Chronic Physical Risks (Medium to Long Term):

Rising temperatures and changing weather patterns may lead to:

Increased cooling costs for office premises and server rooms
Higher frequency of equipment failures due to heat stress
Potential health impacts on employees reducing productivity

Financial Effects of Physical Risks:

Current financial effects of physical risks on the Group have been minimal, as Hong Kong's infrastructure has generally been resilient to weather events. However, the Group recognizes potential future impacts on operating costs, particularly increased air conditioning expenses and potential business interruption costs. Quantitative assessment of anticipated financial effects is challenging given the uncertainty around the frequency and severity of future extreme weather events in Hong Kong.

Transition Risks

Policy and Legal Risks (Short to Medium Term):

To achieve the global vision on carbon neutrality, the Group expects the evolution of the regulatory, technological and market landscape caused by climate change, including:

Tightening of national policies and listing rules on climate disclosure and carbon emissions
The emergence of environmentally related taxes, such as potential carbon pricing mechanisms
Enhanced regulatory requirements for ESG reporting and assurance
Increased compliance costs associated with more stringent environmental regulations

Potential Impacts:

Additional compliance costs for enhanced climate reporting and data collection
Potential carbon tax liabilities as Hong Kong considers carbon pricing mechanisms

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Resource requirements for implementing new climate-related systems and processes
Reputational risks from failure to meet stakeholder expectations on climate action

Market and Technology Risks (Medium Term):

Changing customer preferences favouring suppliers with strong climate credentials
Increased competition from technology companies with more sustainable business models
Need to invest in energy-efficient technology to remain competitive
Risk of asset stranding if current IT infrastructure becomes obsolete due to efficiency requirements

Financial Effects of Transition Risks:

The Group currently incurs limited direct costs from transition risks. However, the Group anticipates potential increases in compliance costs related to enhanced climate reporting requirements. As a GEM-listed company, the Group follows the "voluntary disclosure" approach for climate disclosures beyond Scope 1 and 2 emissions during this reporting period. The Group will continue to monitor regulatory developments and assess the financial implications of future mandatory disclosure requirements.

In preparing the above disclosures on current and anticipated financial effects of climate-related risks and opportunities, the Group has applied the 'reasonable information' and 'capabilities' reliefs provided under the ESG Code, given the inherent uncertainty over the frequency and severity of future climate events, data availability and the Group's current modelling capabilities. The Group will continue to enhance its methodologies and data quality progressively, and will expand quantitative analysis when reasonably practicable.

Climate-Related Opportunities

Resource Efficiency (Short to Medium Term):

Opportunities to reduce operating costs through improved energy efficiency
Potential cost savings from digitalization and paperless operations
Enhanced operational resilience through improved resource management

Products and Services (Medium Term):

Growing market demand for fintech solutions that enable sustainable finance
Opportunities to develop software solutions addressing climate-related risks for clients
Potential to expand consulting services related to ESG technology and climate risk management

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Reputation and Market Positioning (Short to Medium Term):
- Enhanced reputation as a responsible corporate citizen
- Improved access to capital from ESG-focused investors
- Strengthened client relationships through demonstrated commitment to sustainability
- Attraction and retention of talent who value environmental responsibility

Financial Effects of Climate-Related Opportunities:
The Group has realized cost savings through energy efficiency improvements, including reduced electricity consumption which decreased by approximately 18.92% from 2024 to 2025. Continued focus on efficiency measures presents ongoing opportunities for operational cost reduction. Market opportunities related to sustainable fintech services are emerging but remain difficult to quantify at this stage.

Impact on Business Model and Value Chain

The Group's business model centers on software licensing, IT services and fintech consulting. Climate-related risks and opportunities affect the following areas of the business model and value chain:

Upstream (Suppliers):

Energy suppliers: Vulnerability to energy price volatility and regulatory changes
Hardware suppliers: Potential supply chain disruptions from extreme weather
Data center providers: Energy efficiency and renewable energy sourcing considerations

Operations:

Office operations: Energy consumption and physical risks from extreme weather
Service delivery: Business continuity risks during climate events
Data management: Need for resilient backup systems

Downstream (Clients):

Client service delivery: Expectations for business continuity and reliable service
Market demand: Growing client interest in sustainable technology solutions
Competitive positioning: Importance of environmental credentials in client selection

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Environmental, Social and Governance Report

Strategy and Decision-Making

The Group has responded to climate-related risks and opportunities through the following strategic approaches:

Current and Anticipated Changes:

Business Model Resilience:
Implementation of flexible working arrangements to maintain operations during extreme weather
Enhanced business continuity planning for climate-related disruptions
Investment in cloud-based systems to improve operational resilience
Resource Allocation:
Ongoing investment in energy-efficient office equipment and infrastructure
Allocation of resources for enhanced climate data collection and reporting systems
Budget considerations for potential future carbon pricing impacts
Adaptation and Mitigation Efforts:
Energy efficiency measures to reduce Scope 2 emissions
Paperless operations to minimize waste and resource consumption
Employee awareness programs on climate and environmental responsibility
Maintenance of off-site data backups to protect against physical climate risks
Climate Targets:
Commitment to maintaining or reducing total GHG emissions intensity compared to baseline year 2021
Energy consumption reduction targets as detailed in the Environmental section
Waste reduction targets supporting circular economy principles

The Group has not yet developed a comprehensive climate transition plan. As climate risks and opportunities evolve, the Group will continue to assess the need for more detailed transition planning, including potential targets for emissions reduction aligned with international climate agreements.

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Environmental, Social and Governance Report

Climate Resilience

The Group has considered the resilience of its strategy and business model to climate-related changes. Given the Group's service-based business model with limited physical assets, the Group has moderate exposure to physical climate risks. The primary vulnerabilities relate to business continuity during extreme weather events and potential increases in operating costs from energy price changes or carbon pricing mechanisms.

Scenario Analysis:

As a GEM-listed company with a relatively low-emission business model, the Group has not yet conducted detailed quantitative climate scenario analysis. The Group acknowledges the value of scenario analysis in understanding potential climate impacts and intends to enhance its climate risk assessment capabilities as resources and expertise develop.

The Group has conducted a preliminary qualitative assessment considering the following climate scenarios:

Higher Warming Scenario (3-4°C warming): Increased frequency of extreme weather in Hong Kong leading to more business disruptions and higher adaptation costs.
Lower Warming Scenario (1.5-2°C warming, aligned with Paris Agreement): Accelerated policy changes including potential carbon pricing, enhanced disclosure requirements, and market shifts towards low-carbon business models.

Under both scenarios, the Group's core business model remains viable given its service-based nature and low physical asset base. Key areas of uncertainty include:

Future energy costs and carbon pricing levels
Client demand patterns as climate awareness increases
Pace of regulatory change affecting compliance costs

The Group will continue to monitor climate developments and enhance its scenario analysis as part of ongoing risk management processes.

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Environmental, Social and Governance Report

Risk Management

Processes for Identifying and Assessing Climate-Related Risks

The Group has integrated climate-related risk management into its overall risk management framework:

Identification:
Annual review of potential climate risks through ESG working group assessment
Consideration of physical risks (extreme weather, temperature changes) and transition risks (policy, market, technology, reputation)
Stakeholder engagement to understand climate-related concerns
Monitoring of regulatory developments and industry trends
Assessment:
Evaluation of potential impacts on operations, financial performance and reputation
Consideration of likelihood and magnitude of impacts over different time horizons
Assessment of vulnerability of office locations and key assets to physical climate risks
Analysis of potential compliance and market risks from climate transition
Prioritization:
Risks are prioritized based on potential impact and likelihood
Material risks are escalated to Board attention
High-priority risks inform strategy and resource allocation decisions
Monitoring:
Regular review of climate risk landscape through ESG working group meetings
Tracking of climate-related KPIs including GHG emissions and energy consumption
Monitoring of extreme weather events and business continuity incidents
Review of regulatory changes affecting climate disclosure requirements

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Environmental, Social and Governance Report

Processes for Managing Climate-Related Risks

The Group manages identified climate-related risks through:

Implementation of business continuity plans for extreme weather events
Flexible working arrangements to maintain operations during disruptions
Investment in energy-efficient equipment to reduce emissions and manage energy costs
Regular maintenance of facilities to ensure resilience to weather events
Off-site data backup systems to protect against physical damage
Monitoring of regulatory developments to ensure timely compliance
Engagement with stakeholders on climate expectations and concerns

Processes for Climate-Related Opportunities

The Group identifies and assesses climate-related opportunities through:

Regular review of market trends in sustainable finance and technology
Client engagement to understand demand for sustainable solutions
Assessment of operational efficiency opportunities
Monitoring of reputational benefits from climate action

The Group manages climate-related opportunities by investing in energy efficiency, promoting its sustainability credentials to clients and employees, and exploring potential service offerings related to ESG technology and climate solutions.

Integration with Overall Risk Management

Climate-related risks are assessed as part of the Group's overall enterprise risk management process. The ESG working group coordinates with other risk management functions to ensure comprehensive risk coverage. Climate risks are considered alongside financial, operational, compliance and strategic risks in Board reporting and decision-making.

Changes to the climate risk management process during the reporting period include enhanced focus on climate governance and implementation of new disclosure requirements under Part D of the ESG Code.

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Metrics and Targets

Greenhouse Gas Emissions

In accordance with the mandatory disclosure requirements under Part D of the ESG Code, the Group reports its Scope 1, Scope 2 and Scope 3 greenhouse gas emissions.

Scope 1 Emissions (Direct Emissions):

As the Group does not own or operate any types of machinery or vehicles that consume fossil fuel, such as petrol and diesel, no significant direct GHG emissions (Scope 1 emissions) are emitted during the Year.

Scope 2 Emissions (Energy Indirect Emissions):

The major source of GHG emissions of the Group is the indirect emission generated by the electricity consumption (Scope 2 emissions) for supporting the office operation.

Scope 3 Emissions (Other Indirect Emissions):

Scope 3 emissions include emissions from business travel, employee commuting, waste disposal and paper consumption. Given the service-based nature of the Group's business, Scope 3 emissions are relatively limited.

Greenhouse Gas Emissions Data:

Emissions	2025	2024	Unit
Scope 1 emissions	–	–	Tonnes
Scope 2 emissions	15.89	18.48	Tonnes CO₂-e
Scope 3 emissions	0.20	0.14	Tonnes CO₂-e
Total greenhouse gas emissions	16.09	18.62	Tonnes CO₂-e
Intensity per employee	1.07	1.16	Tonnes CO₂-e/Employees

Measurement Approach:

GHG emissions data are presented in terms of carbon dioxide equivalent and are based on, inter alia, "The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard" (2004) issued by the World Resources Institute and the World Business Council for Sustainable Development.

Scope 2 Methodology:

The location-based method is used to calculate Scope 2 emissions based on the average emission factors for Hong Kong's electricity grid as published by CLP Power Hong Kong Limited and The Hongkong Electric Co., Ltd. The Group does not currently have contractual instruments (such as renewable energy certificates) that would result in a different calculation under the market-based method.

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Scope 3 Methodology:

Scope 3 emissions are calculated based on:

Paper consumption (Category 1: Purchased goods and services)
Business travel and employee commuting where data is available (Category 6: Business travel; Category 7: Employee commuting)
Waste disposal (Category 5: Waste generated in operations)

The Group applies emission factors from recognized sources including the Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2011) and local emission factors published by Hong Kong environmental authorities.

Assumptions and Limitations:

The Group notes that comprehensive Scope 3 data collection across all 15 categories remains challenging given the service-based nature of the business and data availability from value chain partners. The Group has focused on material Scope 3 categories based on the nature of its operations. The Group will continue to enhance its Scope 3 measurement capabilities over time.

Cross-Industry Metrics

Under the ESG Code, certain cross-industry climate metrics, including greenhouse gas emissions, are required to be disclosed on a mandatory or 'comply or explain' basis, with phased implementation for some metrics. During the Year, the Group has complied with the applicable mandatory requirements in respect of greenhouse gas emissions disclosure and, having considered its business nature and current data capabilities, explains that it does not yet apply an internal carbon price or other cross-industry metrics beyond those disclosed above. The Group will continue to assess the applicability and feasibility of disclosing additional cross-industry metrics as its climate risk management framework evolves.

Internal Carbon Price

The Group has not currently implemented an internal carbon price in its decision-making processes. Given the relatively low carbon intensity of the Group's operations, an internal carbon price has not been deemed necessary at this stage. The Group will continue to monitor carbon pricing developments in Hong Kong and may consider implementing an internal carbon price in the future as part of its climate strategy.

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Climate-Related Targets

The Group has set the following climate-related targets:

GHG Emissions Target:

Maintain or reduce total GHG emissions intensity (tonnes CO₂-e/employee) compared to the baseline year 2021
Timeframe: Reviewed on a three-year cycle
Progress: The Group has achieved this target consistently since 2021, with emissions intensity declining from baseline figure to 1.16 tonnes CO₂-e/employee in 2024

Energy Consumption Target:

Maintain or reduce total energy consumption intensity (GJ/employee) compared to the baseline year 2021
Timeframe: Reviewed on a three-year cycle
Progress: Energy consumption intensity has decreased significantly, demonstrating the effectiveness of energy efficiency measures

Waste Reduction Target:

Maintain or reduce total non-hazardous waste intensity (kg/employee) compared to the baseline year 2021
Timeframe: Reviewed on a three-year cycle
Progress: Waste generation intensity decreased by approximately 70% from 2023 to 2024

Basis for Target Setting:

The Group's current targets are based on business-as-usual efficiency improvements rather than being explicitly aligned with the Paris Agreement or sectoral decarbonization pathways. As the Group's climate strategy evolves, the Group will consider setting more ambitious targets aligned with climate science and international climate goals.

Target Review and Monitoring:

The ESG working group monitors progress towards targets through monthly energy consumption tracking and annual data compilation
Targets are reviewed by the Board annually as part of the ESG report approval process
The Group has not yet engaged third-party validation of targets but may consider this in the future

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Targets may be revised based on changes in business operations, regulatory requirements, or climate science

Climate-Related Remuneration:

Climate-related considerations are not currently a formal component of the Group's remuneration policy. The Board retains discretion to consider ESG performance, including climate-related achievements, in its overall assessment of management performance. As the Group's climate strategy matures, the Board may consider incorporating specific climate-related KPIs into remuneration frameworks to incentivize achievement of climate targets.

ENVIRONMENTAL ASPECTS

The Group's business does not involve any significant consumption of natural resources nor material negative impact on the environment. However, the Group executes practices aiming to enhance energy efficiency, conserve resources for its operations and raise environmental awareness for its employees. The key environmental impacts caused by the Group's operations are related to energy and paper consumption.

To achieve environmental protection, the Group focuses on reducing resource usage throughout all their operations and has always been devoted to reducing energy consumption. During the Year, the Group was not aware of any material non-compliance with relevant laws and regulations in Hong Kong relating to air and GHG emissions, discharges into water and land, and generation of hazardous and non-hazardous wastes. Such relevant laws and regulations include but not limited to the Air Pollution Control Ordinance (Cap. 311, Laws of Hong Kong) and the Waste Disposal Ordinance (Cap. 354, Laws of Hong Kong).

Emissions

Air and GHG Emissions

Due to the Group's business nature, no significant exhaust gas emissions, such as nitrogen oxides (NOx), Sulphur oxides (SOx) are involved during daily operations.

The major source of GHG emissions of the Group is the indirect emission generated by the electricity consumption (Scope 2 emissions) for supporting the office operation. To reduce the carbon footprint at the office, the Group is endeavoring to invest more in energy-efficient equipment and monitor energy usage monthly. Moreover, the Group encourages employees to switch off all computers and office equipment, electrical appliances and air-conditioners at the end of each working day.

The Group has set a target of maintaining or reducing the total GHG emissions intensity (tonnes $\mathrm{CO}_{2}$-e/employee) in the next 3 years compared to the baseline year 2021, which has been achieved so far. During the Year, the Group continued its efforts to maintain or reduce GHG emissions through various energy efficiency measures.

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Waste Management

The Group adheres to the waste management principle and strives to effectively manage and dispose of the waste produced by its business activities. Its waste management practices have complied with relevant laws and regulations relating to environmental protection.

Due to the Group's business nature, the amount of hazardous waste generated during daily operation is not significant. If hazardous waste is produced, the Group would engage a qualified hazardous waste collector to ensure proper handling and comply with the relevant environmental laws and regulations.

The non-hazardous wastes generated by the Group's operations mainly consist of paper. To reduce paper consumption and build a paperless workplace, the Group adopts the following paper conservation policy, including but not limited to:

Adopt double-sided printing if necessary and reuse papers on both sides before recycling
Send documents and greetings through electronic means, such as by telephone, email, and other communication software
Recycle documents when they are no longer necessary
Make use of digital channels for promotion, such as the Group's Facebook page instead of traditional promotional methods

The Group has set a target of maintaining or reducing the total non-hazardous waste intensity (kg/employee) in the next 3 years compared to the baseline year 2021.

Non-Hazardous Waste Produced:

Waste Generated	2025	2024	Unit
Total non-hazardous waste produced	41.08	103.75	kg
Intensity per employee	2.74	6.48	kg/employee

Use of Resources

Energy saving is the Group's priority to continuously reduce greenhouse gas and carbon emissions. The Group has established relevant policies and procedures governing the use of energy and water to achieve higher efficiency and reduce unnecessary use of resources. While the Group will continue to improve energy efficiency in the office, their focus is on the management of the air-conditioning system, computer equipment and its infrastructure.

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Environmental, Social and Governance Report

Energy Management

The Group mainly consumes electricity as the source of energy to support daily operations. The Group aims to minimize the environmental impacts that resulted from their operations by adopting appropriate measures. Energy measures and practices have been developed to show its commitment to improving energy efficiency. Employees are reminded to turn off all lights, air-conditioners, and electrical equipment before leaving the office. The temperature of the air conditioners is maintained at 25.5 degrees Celsius for energy saving.

As the Group does not own or operate any machinery including vehicles using fossil fuel such as petrol and diesel, no significant direct energy consumption was involved.

In 2021, the Group set a target of maintaining or reducing the total energy consumption intensity in the next 3 years compared to the baseline year 2021. The Group will strive to better keep track of its performance for developing more specific quantitative environmental goals and corresponding measures to keep up with the pace of energy conservation and reduce its energy consumption.

Direct and/or Indirect Energy Consumption by Type:

Use of Resources	2025	2024	Unit
Direct energy consumption	-	-	GJ
Indirect energy consumption	81.72	100.79	GJ
Total energy consumption	81.72	100.79	GJ
Intensity per employee	5.45	6.29	GJ/employee

Water Management

As the property management company manages the water supply and drainage facilities of the offices, the Group was unable to access the water consumption record during the Year. Due to the business nature and operating locations, the Group does not encounter any significant issues in sourcing water that is fit for purpose. As the water consumption of the Group's offices is managed by the property management company and separate water consumption records for the Group are not available, the Group is currently unable to disclose its total water consumption and corresponding intensity figures for the Year. In line with the 'comply or explain' principle under the ESG Code, the Group explains that it has not reported quantitative water consumption and intensity data for the Year due to data unavailability, and will continue to liaise with the property management company to explore feasible methods to obtain such data in future reporting periods.

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Although the water consumption of the Group is limited to basic cleaning and sanitation in the office, the Group still promotes behavioral changes in the office and has taken regular inspections to prevent water leakage. Pantry and toilets are posted with environmental messages to remind employees of water conservation. Moreover, the Group requires employees to turn off the tap when not in use and report leaking faucets or pipes to the relevant authority in a timely manner.

In 2022, the Group set a target of further promoting the employees' awareness of water conservation by implementing the above measures in the coming 3 years.

Use of Packaging Materials

Due to its business nature, the Group does not consume a significant amount of product packaging materials as the Group does not have any industrial productions or manufacturing facilities. Given that the Group does not engage in manufacturing or sale of packaged physical products, the Group did not consume any significant amount of product packaging materials during the Year. Total packaging materials used were negligible and therefore not reported separately.

The Environment and Natural Resources

The Group pursues the best practices in environmental protection and focuses on the impact of its businesses on the environment and natural resources. Due to the Group's business nature, its consumption and impact on natural resources are limited. In addition to complying with the relevant environmental laws and regulations as well as properly preserving the natural environment, the Group has integrated the concept of environmental protection into its internal management and daily operations, with an aim of achieving environmental sustainability.

The Group has adopted a policy for using electronic documents instead of traditional paper usage. Air-conditioning is maintained at an environmentally friendly level at around 25.5 degrees Celsius for energy saving. The Group also implemented an e-storage policy instead of paper usage for the operations.

The Group recognizes the responsibility in minimizing the negative environmental impacts of its operations in achieving sustainable development to generate long-term values for its stakeholders and community. It carries out continuous monitoring on whether the business operations cause any potential impact on the environment and minimizes such impact to the environment through promoting green office. Where applicable, the Group adopts green purchasing strategies to protect natural resources.

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Environmental, Social and Governance Report

SOCIAL ASPECTS

Employment and Labour Practices

The Group promotes the corporate culture of people-oriented and genuine as talents are the most important assets. The Group is committed to creating a healthy and safe working environment for each employee and providing training and development for them. The Group continuously treats all employees equally in respect of recruitment, training and development, promotion and welfare. All discrimination on gender, ethnic background, religion and colour are prohibited.

The Group strongly believes that workforce diversity benefits the development of the Group and strives to create a diverse and intricately connected workforce as combining diverse cultures can bring them more ideas and innovations.

Employment

Employees are the most valuable asset of the Group. The Group strives to provide a pleasant and healthy workplace for their employees. The Group cares for their employees and recognizes that having good staff relations and a motivated workplace play a vital role in the Group's efficient operation.

The Group has an Employee Handbook that ensures each employee understands the policy of the Group. The Employee Handbook highlights general information about the Group and policies relating to staff employment. The contents of the Employee Handbook are subject to periodic review and changes will be notified by internal memorandum.

During the Year, the Group was not aware of any material non-compliance with employment-related laws and regulations in Hong Kong that would have a significant impact on the Group. The relevant laws and regulations include, but are not limited to, the Employment Ordinance (Cap. 57, Laws of Hong Kong) and the Minimum Wage Ordinance (Cap. 608, Laws of Hong Kong).

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Workforce Diversity

As of 30 November 2025, the Group had employed a total of 15 staff in Hong Kong. The distribution of the total workforce by gender, age group, employment type and geographical region is as follows:

Total Workforce:

Employment	2025	2024	Unit
Total number of employees	15	16	Employee
By Gender
Male	11	12	Employee
Female	4	4	Employee
By employment type
Full-time	15	16	Employee
Part-time	0	0	Employee
By age group
< 30	4	4	Employee
30–50	6	7	Employee
> 50	5	5	Employee
By employment category
Management	7	7	Employee
Senior level	0	0	Employee
Middle level	3	4	Employee
Junior level	5	5	Employee
By function
Executive	6	6	Employee
Technical	2	2	Employee
Administrative	3	3	Employee
Production	4	5	Employee
By geographical region
Hong Kong	15	16	Employee

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Environmental, Social and Governance Report

Recruitment, Promotion and Dismissal

Employees' qualifications, professional skills and experiences exert a significant influence on the quality of services. In line with the need for business development and the principles of fairness and justice, the Group selects the best and suitable qualified candidates through open recruitment or internal promotion. The Group applies robust and transparent recruitment processes based on merit selection against the job criteria. The Group selects individuals based on their suitability for the position and their potential to fulfil the Group's current and future needs.

Recognizing the value in the skill and experience of its staff, the Group intends to adopt a policy that it will consider internal promotions first before hiring any outside staff. It is the Group's policy to select the most suitable candidate for appointment to a higher rank based on merit, rather than on the seniority of the candidates.

Staff salary payment and promotion will be measured against their progressive performance level, contribution, and achievement against the objectives set by the Group. The annual performance evaluation will be conducted annually. During the performance appraisal, the staff and management team will meet and talk about the expectations of their jobs so that a mutual understanding of staff responsibilities and performance objectives for the year can be reached.

Any termination of the employment contract should be based on reasonable and lawful grounds and internal policies, such as the Employee Handbook. The Group strictly prohibits any kind of unfair or illegitimate dismissals. For those who have unsatisfactory working performance or repeatedly made mistakes, the Group would give a verbal warning before issuing a warning letter. For those who show no improvement, the Group would consider dismissing the employees according to the relevant laws in Hong Kong.

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During the Year, the Group recorded a turnover rate of 6%. The table below shows the employee turnover rate by gender, age group, employment category and geographical region:

Employee Turnover Rate:

Employment	2025	2024	Unit
By Gender
Male	9	50	%
Female	0	80	%
By employment type
Full-time	6	59	%
Part-time	0	0	%
By age group
< 30	0	60	%
30–50	15	50	%
> 50	0	67	%
By employment category
Management	0	36	%
Senior level	0	0	%
Middle level	29	73	%
Junior level	0	67	%
By geographical region
Hong Kong	6	59	%

Remuneration and Benefits

The Group's remuneration package is structured with reference to the individual performance, working experience and prevailing salary levels in the market. In addition to basic salaries and mandatory provident fund ("MPF"), staff benefits include a basic five-day working week, flexible leave arrangement, medical coverage scheme, festival gift and annual party.

The Group offers a minimum of 7 days of annual leave and additional leaves, including compensation leave, maternity leave, compassionate leave, and exam leave, to staff. The Group also holds social gathering activities and encourages employees' voluntary participation aiming at providing opportunities for employees to be connected with each other and creating a harmonious working environment. It is mutually beneficial to both the Group and employees as it provides employees with a sense of belonging and a positive work relationship helps foster better collaboration and work performance.

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By offering competitive remuneration packages and welfare to staff, the Group is able to retain high-calibre talents. The Group's ability to foster staff loyalty is reflected in the tenure of its workforce, while job productivity and staff performance are kept at satisfactory levels.

Equal Opportunity and Diversity

To offer equal opportunities to its employees to attract and retain talent, the Group is committed to being an equal opportunity employer and does not discriminate based on personal characteristics, gender or age. Regardless of race, sex, colour, age, family background, ethnic tradition, religion, physical fitness and nationality, the Group provides its employees with equal opportunities in terms of recruitment, training and development, compensation, welfare and benefits, as well as promotion to enhance their personal and career development.

The Group establishes and implements policies that promote a harmonious and respectful workplace. With the aim of ensuring fair and equal protection for all employees, the Group has zero tolerance for sexual harassment or abuse in the workplace.

Work-Life Balance

The Group values the importance of maintaining a healthy lifestyle and the work-life balance of its employees. The Group actively engages its employees through different work-life balancing social activities. Besides, the Group regulates working hours and provides overtime work compensation for those employees working in field operations.

Health and Safety

The Group places the health and life safety of its employees in close attention and focus. The Group provides its employees with flexible rest leave arrangements, and medical and hospital schemes. It also recognises that a good working environment for its employees with safe and comfortable working conditions is particularly important. The Group has set work arrangements for typhoons and rainstorm warnings.

In the past years under review, there were zero staff fatalities or serious work-related injuries from the Group's operation. The Group shows genuine care for its employees.

During the Year, the Group was not aware of any material non-compliance with the health and safety-related laws and regulations in Hong Kong that would have a significant impact on the Group. The relevant laws and regulations include, but are not limited to, the Occupational Safety and Health Ordinance (Cap. 501, Laws of Hong Kong) and the Employees' Compensation Ordinance (Cap. 282, Laws of Hong Kong).

In 2025, there were no work-related fatalities recorded, continuing the same consistent safety record. The rate of work-related fatalities remained at 0, reflecting the effectiveness of safety protocols and measures in place to safeguard employees' well-being. Additionally, there were no lost days due to work injury reported, indicating a sustained effort in maintaining a safe and healthy work environment where accidents resulting in injury are minimized, thereby ensuring uninterrupted productivity.

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Workplace Safety

First aid kits are located in easily visible areas in the pantry and have been clearly marked "FIRST AID". The items in the first aid kits are maintained in a serviceable condition at all times as required by Occupational Safety and Health Branch. A notice specifying the name of the staff responsible for the first aid box is affixed to it.

The Group has carried out visual inspections of fire extinguishers to comply with legislation every year. The Group has also appointed a registered company which is qualified and experienced to conduct service and maintenance of fire extinguishing equipment once a year to make sure the fire extinguishers in the office are functional when necessary.

Development and Training

The Group believes that employee quality is vital for sustained growth and profitability. Training enhances skills, productivity, and adaptability to industry changes, regulatory requirements, and technological advancements. A well-structured program builds a competent workforce, boosts job satisfaction, and improves efficiency, ensuring employees stay engaged and equipped with relevant skills.

Percentage of Trained Employees:

Development and Training	2025	2024	Unit
Percentage of total employees trained	7	0	%
By Gender
Male	0	0	%
Female	25	0	%
By employee category
Managerial	14	0	%
Middle	0	0	%
Junior	0	0	%
By Function
Executive	17	0	%
Technical	0	0	%
Administrative	0	0	%
Production	0	0	%

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Environmental, Social and Governance Report

Average Training Hours Completed:

Development and Training	2025	2024	Unit
Average training hours per employee	1.33	0	Hour/employee
By Gender
Male	0	0	Hour/employee
Female	5.00	0	Hour/employee
By employee category
Managerial	2.86	0	Hour/employee
Middle	0	0	Hour/employee
Junior	0	0	Hour/employee
By function
Executive	3.33	0	Hour/employee
Technical	0	0	Hour/employee
Administrative	0	0	Hour/employee
Production	0	0	Hour/employee

The Group remains committed to implementing structured training programs to support employee growth and strengthen workforce capabilities.

Labour Standards

The Group has complied with relevant labour laws and government regulations set out by the Hong Kong Government. The employment of person below 18 years of age is strictly prohibited. No employee is paid less than the minimum wage specified by government regulations. Monthly salary payments are made on time according to the Employee Handbook and MPF is paid for a contribution period before the monthly contribution day.

During the Year, the Group was not aware of any material non-compliance with child and forced labour-related laws and regulations in Hong Kong that would have a significant impact on the Group. The relevant laws and regulations include but are not limited to the Employment of Children Regulations (Cap. 57B, Laws of Hong Kong) and the Employment Ordinance.

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OPERATING PRACTICES AND SOCIAL INVESTMENT

Supply Chain Management

The Group recognizes the importance of sound supply chain management practices in mitigating environmental and social risks, and therefore, formulated policies and guidelines for various aspects of its customer service, including standardized operating procedures and staff training.

Number of Suppliers by Geographical Region:

Supply Chain Management	2025	2024	Unit
Total number of suppliers	13	12	Supplier
By geographical region
Hong Kong	13	12	Supplier

The Group prioritizes the quality of suppliers and service providers to sustain top-notch standards of its service offerings and strives to collaborate and maintain a stable partnership with suppliers who possess qualifications or expertise in their respective fields. The Group will obtain at least three quotations from different suppliers and evaluate quotations in various aspects, such as the competitiveness in pricing, quality of goods or services, company background and reputation, to ensure the Group's procurement requirements are achieved. The final purchasing decision is approved by the senior management. The practices are being implemented on all the Group's significant suppliers.

A periodic review of the suppliers' performance is conducted to ensure that their services are performed in excellent quality consistently.

Green Procurement

The Group pays attention to the environmental awareness of its suppliers and promotes sound environmental performance and governance practices amongst its business partners and suppliers. The Group encourages its business partners and suppliers to consider the risks posed to their operations from climate change and to actively mitigate their environmental impacts during supplier conferences.

Besides, close monitoring of the suppliers' business practices through onsite inspections is performed. Any observations of non-compliance during the site visit will be reported immediately to the management. A corrective action plan will be carried out to remediate the identified risks in a timely manner.

In view of green supply chain management, the Group prefers local suppliers whenever possible to reduce carbon emissions from transportation and to support the local economy.

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Product Responsibility

As a company engaged in IT-related services, the Group emphasizes the protection of its products. The Group has developed an internal control system for source code protection. Source code updates and backups are being monitored on a timely basis to maintain the most updated versions of source code by the authorized product owner of the Group. Source codes were identified and classified based on the customer served. To protect the confidentiality of customers' business information, all source code is encrypted before being sent to customers. Besides, the backing up of data is done from time to time to protect the Group's most valuable assets from any event of system crashes and errors.

In 2025, there were no products sold or shipped that were subject to recalls. Similarly, there were no complaints received related to products or services during that year. This indicates a clean record in terms of product responsibility, with no issues reported.

The Company's procedure for data backup and custodianship of the latest software version for customers is under review. It is mandated that each version of the source code is backed up to an external hard disk by the custodian on a monthly basis. These hard disks are diligently marked with the version, updated date, and the corresponding customer. Segregation of duties is implemented concerning functional responsibilities and access to application system processing capabilities. The administration department is tasked with custodianship, while the Research and Development (R&D) department is responsible for backing up the source code. The source code is encrypted with a password by an authorized person.

Throughout the year under review, the Company has consistently maintained one copy of the hard disk outside the office premises to enhance the effectiveness of safeguarding the Company's source code.

During the Year, the Group was not aware of any incidents of non-compliance with laws and regulations in Hong Kong that have a significant impact on the Group, concerning product health and safety, advertising, labelling and privacy matters relating to products and services provided. The relevant laws and regulations include, but are not limited to, the Supply of Services (Implied Terms) Ordinance (Cap. 457, Laws of Hong Kong), the Personal Data Privacy Ordinance (Cap. 486, Laws of Hong Kong) and the Trade Descriptions Ordinance (Cap. 362, Laws of Hong Kong).

Customer Services and Data Protection

All employees of the Group are committed to protecting the personal information of customers in strict compliance with the Personal Data Privacy Ordinance. The personal information of customers should be used in the proper context only for authorized business purposes. It benefits both the Group and customers and emphasizes the importance and ethical concern of safeguarding source code.

During the Year, the Group did not recall any products for health and safety reasons nor receive any products and service-related complaints.

The Company is a software solution provider, it relies primarily on copyright, trade secret and trademark law to protect its technology as well as its commercial reputation.

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Protection of Intellectual Property Rights

The Group attaches importance to protecting intellectual property rights and has developed policies in accordance with all applicable legal requirements to prohibit intellectual property infringement. The Group has registered trademarks including "abc Multiactive", "OCTOSTP" and "FinReg Innovative Tool" etc. The Group has not encountered any material breaches of relevant laws and regulations relating to privacy and intellectual property rights in the Year.

The company has conducted periodic reviews of potential risks and has established policies for the security and protection of intellectual properties and related matters. The authorized product owner of the company consistently monitors source code updates and backups to ensure the maintenance of the most up-to-date versions. Source codes have been identified and classified based on the client being served, and variations in source codes and components may result in different versions of the same product.

The product owner, who has access to the company's server and the right to modify the code, discloses the product version and the location of the source code. Before transmission to clients or colleagues, all source code undergoes encryption. Regular data backups are performed to safeguard the company's most valuable assets from potential system crashes and errors. In addition to existing data backup measures, external hard disk backups are stored outside the office.

The company believes that all staff in the corresponding department should be responsible for protecting source codes. This commitment benefits both the company and its customers, underscoring the importance and ethical considerations surrounding the safeguarding of source code.

Advertising and Labelling

While dealing with its clients, the information provided shall be complete, true, accurate, clear, and comply with all relevant laws and regulations regarding product advertising, including but not limited to the Trade Descriptions Ordinance (Cap. 362, Laws of Hong Kong). In the event there is misleading information in the Group's advertising or marketing activities, explanations and necessary compensation to the clients will be made and the advertisements will be modified or withdrawn.

Anti-Corruption

The Group aims to maintain a high standard of business ethics. Certain policies and practices have been implemented for the Group to prohibit bribery and corrupt practices. Since 2000, the Group has set out a policy regulating the acceptance of advantages. The policy sets the guideline for the selection and procurement of suppliers and contractors to avoid any misuse of authority or engagement in situations which could affect or appear to affect employee ability to make free and independent decisions regarding the purchase and procurement of goods and services.

The policy and practices affect their objectivity in conducting the Group's business or induce them to act against the interest of the Group, or lead to allegations of impropriety. Any advantage given in the conduct of the Group's business should be in accordance with the Group's prevailing policies on such matters and prior written approval of the Group should be obtained.

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Environmental, Social and Governance Report

In 2025, there were no legal cases concluded regarding corruption. During the Year, the Group was not aware of any material non-compliance with the relevant laws and regulations of bribery, extortion, fraud and money laundering. The relevant laws and regulations include, but are not limited to the Prevention of Bribery Ordinance (Cap. 201, Laws of Hong Kong).

During the Year, there were no legal cases regarding corrupt practices brought against the Group or its employees.

The Group has established guidelines for all staff/directors to adhere to the Code of Conduct. The Code of Conduct guidelines encompass various aspects, including entertainment, conflicts of interest, loans, outside employment, handling confidential information, safeguarding company property and information, use of information and communication systems, bribery and corrupt practices, and customer information. Additionally, the Company has incorporated the latest information from ICAC into the relevant Anti-corruption policy and has shared it with staff and directors.

Anti-Corruption Training

As part of the on-going process of directors' training, the directors are updated with the latest developments regarding the GEM Listing Rules and other applicable regulatory requirements from time to time to ensure compliance by all directors. All directors are encouraged to attend external forums or training courses on relevant topics which may count towards continuous professional development training.

Whistle-Blowing Mechanism

The Group believes in an open-door policy about problem-solving. Whenever staff has a good-faith problem or complaint, they expect staff to speak up and communicate with their manager, senior management, or director. The Group encourages staff to take the above action immediately after any event causes his/her concern. Furthermore, the Group also encourages staff to contribute their suggestions or opinions to improve the quality of work at the Group.

Community Investment

As part of the Group's strategic development, the Group is committed to supporting social participation and contribution, and to nurturing the corporate culture and practices of the corporate citizen in its daily operation. The Group encourages its staff to participate in volunteering events, which could provide an opportunity for them to connect outside the workplace while contributing to the local communities.

The Group supports non-profit-making organizations through donations and sponsorships to fulfil the charitable, cultural, educational and other needs of society.

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HKEX ESG CODE CONTENT INDEX

HKEX ESG CODE

KPIs	Content Index	Disclosure Requirements	Sections
Governance Structure
1	Governance Structure	Disclosure of the board's oversight of ESG issues
Board's ESG management approach and strategy, including the process to evaluate, prioritise and manage material ESG-related issues (including risks to the issuer's businesses)
How the board reviews progress made against ESG-related goals and targets with an explanation of how they relate to the issuer's businesses	ESG Governance
ESG Governance
	Reporting Principles	Description of, or an explanation on, the application of the following Reporting Principles (Materiality, Quantitative, Consistency) in the preparation of the ESG report	About This Report
	Reporting Boundary	A narrative explaining the reporting boundaries of the ESG report and describing the process used to identify which entities or operations are included in the ESG report	About This Report

Environmental

Aspect A1: Emissions

A1	General Disclosure	Compliance with relevant laws and regulations that have a significant impact on the issuer; relating to air and greenhouse gas emissions, discharges into water and land, and generation of hazardous and non-hazardous waste.	Emissions
A1.1		The types of emissions and respective emissions data	Emissions
A1.2		Direct (Scope 1) and energy indirect (Scope 2) greenhouse gas emissions and intensity	Emissions

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Section	Description	Reference
A. Environmental
A1 Emissions
General	Compliance with relevant laws and regulations that have a significant impact on the issuer; relating to air and greenhouse gas emissions, discharges into water and land, and generation of hazardous and non-hazardous waste.	Environmental Aspects
A1.1	The types of emissions and respective emissions data.	Air and GHG Emissions
A1.2	Direct (Scope 1) and energy indirect (Scope 2) greenhouse gas emissions (in tonnes) and, where appropriate, intensity (e.g. per unit of production volume, per facility)	Air and GHG Emissions
A1.3	Total hazardous waste produced (in tonnes) and, where appropriate, intensity (e.g. per unit of production volume, per facility).	Waste Management
A1.4	Total non-hazardous waste produced (in tonnes) and, where appropriate, intensity (e.g. per unit of production volume, per facility).	Waste Management
A1.5	Description of emission target(s) set and steps taken to achieve them.	Air and GHG Emissions
A1.6	Description of how hazardous and non-hazardous wastes are handled, and a description of reduction target(s) set and steps taken to achieve them.	Waste Management
A2 Use of Resources
General	Policies on the efficient use of resources, including energy, water and other raw materials	Use of Resources
A2.1	Direct and/or indirect energy consumption by type (e.g. electricity, gas or oil) in total (kWh in '000s) and intensity (e.g. per unit of production volume, per facility).	Use of Resources
A2.2	Water consumption in total and intensity (e.g. per unit of production volume, per facility).	Use of Resources
A2.3	Description of energy use efficiency target(s) set and steps taken to achieve them.	Use of Resources
A2.4	Description of whether there is any issue in sourcing water that is fit for purpose, water efficiency target(s) set and steps taken to achieve them	Use of Resources
A2.5	Total packaging material used for finished products (in tonnes) and, if applicable, with reference to per unit produced.	Use of Resources
A3 Environment and Natural Resources
General	Policies on minimising the issuer's significant impacts on the environment and natural resources	Environment and Natural Resources
A3.1	Description of the significant impacts of activities on the environment and natural resources and the actions taken to manage them.	Environment and Natural Resources

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Section	Description	Reference
A4 Climate Change
General	General Disclosure: Policies on identification and mitigation of significant climate-related issues which have impacted, and those which may impact, the issuer.	Climate-Related Disclosures
A4.1	Description of the significant climate-related issues which have impacted, and those which may impact, the issuer, and the actions taken to manage them	Climate-Related Disclosures
Part D - Climate-Related Disclosures
Governance
	Disclosure of the Board's oversight of climate-related risks and opportunities, and the roles of the Board and management in monitoring climate-related issues, reviewing climate-related information and overseeing progress against climate-related goals and targets	Climate - Governance
Strategy
	Description of significant climate-related risks and opportunities which have impacted, and may impact, the Group's business model, strategy and financial performance over the short, medium and long term (including acute and chronic physical risks and transition risks), and how these are considered in business planning and decision-making	Climate - Strategy
Risk Management
	Description of the processes for identifying, assessing and managing climate-related risks, including how such risks are integrated into the Group's overall risk management framework and regular risk review procedures	Climate - Risk Management
Metrics and Targets
	Disclosure of the climate-related metrics used by the Group (including greenhouse gas emissions and other relevant environmental indicators), any climate-related targets set (such as emissions or energy-efficiency targets), and the Group's performance against these targets.	Climate - Metrics and Targets
B. Social
B1 Employment
General	Compliance with relevant laws and regulations that have a significant impact on the issuer; relating to compensation and dismissal, recruitment, and promotion, working hours, rest periods, equal opportunity, diversity, antidiscrimination, and other benefits and welfare.	Employment
B1.1	Total workforce by gender, employment type (for example, full- or part-time), age group and geographical region	Employment
B1.2	Employee turnover rate by gender, age group and geographical region.	Employment

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Environmental, Social and Governance Report

Section	Description	Reference
B2 Health and Safety
General	Compliance with relevant laws and regulations that have a significant impact on the issuer.	Health and Safety
B2.1	Number and rate of work-related fatalities occurred in each of the past three years including the reporting year.	Health and Safety
B2.2	Lost days due to work injury	Health and Safety
B2.3	Description of occupational health and safety measures adopted, and how they are implemented and monitored.	Health and Safety
B3 Development and Training
General	Policies on improving employees' knowledge and skills for discharging duties at work. Description of training activities.	Development and Training
B3.1	The percentage of employees trained by gender and employee category (e.g. senior management, middle management).	Development and Training
B3.2	The average training hours completed per employee by gender and employee category.	Development and Training
B4 Labour Standards
General	Compliance with relevant laws and regulations that have a significant impact on the issuer.	Labour Standards
B4.1	Description of measures to review employment practices to avoid child and forced labour.	Labour Standards
B4.2	Description of steps taken to eliminate such practices when discovered.	Labour Standards
B5 Supply Chain Management
General	Policies on managing environmental and social risks of the supply chain.	Supply Chain Management
B5.1	Number of suppliers by region	Supply Chain Management
B5.2	Description of practices relating to engaging suppliers, number of suppliers where the practices are being implemented, and how they are implemented and monitored.	Supply Chain Management
B5.3	Description of practices used to identify environmental and social risks along the supply chain, and how they are implemented and monitored	Supply Chain Management
B5.4	Description of practices used to promote environmentally preferable products and services when selecting suppliers, and how they are implemented and monitored.	Supply Chain Management

Annual Report 2025
57

Environmental, Social and Governance Report

Section	Description	Reference
B6 Product Responsibility
General	Compliance with relevant laws and regulations that have a significant impact on the issuer.	Product Responsibility
B6.1	Percentage of total products sold or shipped subject to recalls for safety and health reasons	Product Responsibility
B6.2	Number of products and service related complaints received and how they are dealt with.	Product Responsibility
B6.3	Description of practices relating to observing and protecting intellectual property rights	Product Responsibility
B6.4	Description of quality assurance process and recall procedures.	Product Responsibility
B6.5	Description of consumer data protection and privacy policies, and how they are implemented and monitored	Product Responsibility
B7 Anti-corruption
General	Compliance with relevant laws and regulations that have a significant impact on the issuer	Anti-corruption
B7.1	Number of concluded legal cases regarding corrupt practices brought against the issuer or its employees during the reporting period and the outcomes of the cases.	Anti-corruption
B7.2	Description of preventive measures and whistle-blowing procedures, and how they are implemented and monitored.	Anti-corruption
B7.3	Description of anti-corruption training provided to directors and staff.	Anti-corruption
B8 Community Investment
General	Policies on community engagement to understand the needs of the communities where the issuer operates and to ensure its activities take into consideration the communities' interests.	Community Investment
B8.1	Focus areas of contribution (e.g. education, environmental concerns, labor needs, health, culture, sport).	Community Investment
B8.2	Resources contributed (e.g. money or time) to the focus area.	Community Investment

abc Multiactive Limited

Corporate Governance Report

It is the belief of the Board of directors that corporate governance plays a vital part in maintaining the success of the Company. The Board cultivates good governance as the cornerstone of the Group's corporate culture, various measures have been adopted to ensure that a high level of corporate governance is maintained throughout the operation of the Group.

The Stock Exchange has issued the amendments on Corporate Governance Code (the "CG Code") contained in Appendix 15 of the GEM Listing Rules effective on 1 April 2012 and 1 January 2022 respectively which set out the principles and the code provisions which the Company is expected to apply and comply.

To comply with all the new and amended code provisions set out in the CG Code contained in Appendix 15 of the GEM Listing Rules, relevant amendments and adoptions has been adopted by the Company during the Year, except for the deviations from code provision B.2.3, B.2.4(a), B.2.4(b), D.1.2 and D.2.5 as explained below, none of the directors is aware of information that would reasonable indicate that the Company is not, or was not, for any parts of the accounting period for the year ended 30 November 2025, in compliance with the CG Code set out by the Stock Exchange in Appendix 15 to the GEM Listing Rules. The board will continue to review regularly and take appropriate actions to comply with the Code.

Appointments, Re-election and Removal Director

Code provision B.2.2 stipulates that every Director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

Each of the independent non-executive directors of the Company was appointed without a specific term of appointment. As the appointment of independent non-executive Directors are subject to the retirement by rotation provisions in the Articles of Association, the Board considers that it is not necessary to appoint the non-executive Directors for a specific term. At every annual general meeting of the Company ("AGM"), one-third of the Directors for the time being, or if their number is not three or in a multiple of three, the number nearest to but not less than one-third, shall retire from office by rotation according to article 84(1) of the Articles of Association. All Directors, including those appointed for a fixed term, are subject to the retirement by rotation provision in the Articles of Association.

Pursuant to article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Shareholders after his/her appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office until the next following AGM and shall then be eligible for re-election

Annual Report 2025
59

Corporate Governance Report

Financial Reporting

Code provision D.1.2 of the CG Code, stipulates that management should provide all members of the Board with monthly updates giving balanced and understandable assessment of the Company's performance, position and prospects in sufficient details to enable the Board as a whole and each director to discharge their duties under rule 5.01 and chapter 17.

During the year ended 30 November 2025, rather than provide monthly updates, the management of the Company has provided to the Board quarterly updates with quarterly consolidated financial statement of the Company's performance, position and prospects in sufficient details during the regular Board meetings of the Company. In addition, the management has provided all members of the Board, in a timely manner, updates on any material changes to the performance, position and prospects of the Company and sufficient information for matters brought before the Board.

Internal Audit Function

Code Provision D.2.5 of the CG Code, stipulates that the Group should have an internal audit function. For the year ended 30 November 2025, the Group does not have an internal audit function from the date of Listing since 2000. Taking into account the size, nature and complexity of the operations in the future, the Group considers that the current organization structure and management could provide adequate risk management and internal control of the Group.

The Group has established the internal control committee since 2007. The internal control committee, comprising the executive directors, independent non-executive directors and management team of the Company are responsible to review the effectiveness of the Group's internal control system. There are established control procedures to identify, assess, control and report to each of the four major types of risks consisting of business and market risk, compliance risk, financial and treasury risk and operational risk. In addition, there is regular dialogue with the Group's external auditors so that both are aware of the significant factors which may affect their respective scope of work.

A review of the effectiveness of the Group's system of internal control was performed by external independent consultant. The examination consists of enquiry, discussion and validation through observation and inspection (if necessary). The result of the review has been reported to the Board and areas of improvement, if any, will be identified and appropriate measures will be put in place to manage the risks.

abc Multiactive Limited

Corporate Governance Report

THE BOARD

The Board cultivates good governance as the cornerstone of the Group's corporate culture. The Board is responsible for the leadership and control of the Company and is accountable to shareholders for the strategic development of the Group with a targeted goal in respect of maximising long-term shareholder value, while balancing interests among various stakeholders including staff, customers and other business partners. The Board formulates the overall strategic direction, while the management is delegated with the power to implement policies and strategies as set out by the Board.

During the year ended 30 November 2025, the Board comprised two executive directors and three independent non-executive directors. The Company has received from each of the independent non-executive directors an annual confirmation of independence pursuant to Rule 5.09 of the GEM Listing Rules and considers that all the independent non-executive directors to be independent.

The Board delegates the following responsibilities to the audit committee, nomination committee and remuneration committee, for overseeing all aspects of the Company's affairs. The Board preserves the right to finally approve key matters and strategic decisions:

(a) to develop and review the Company's policies and practices on corporate governance;
(b) to review and monitor the training and continuous professional development of directors and senior management;
(c) to review and monitor the Company's policies and practices on compliance with legal and regulatory requirements;
(d) to develop, review and monitor the code of conduct and compliance manual applicable to employees; and
(e) to review the Company's compliance with the CG Code and disclosure in the Corporate Governance Report.

The Board is provided with the Group quarterly management reports which contain year-to-date financials with summaries of key events and outlook of the Group. The management report gives a balanced and understandable assessment of the Company's performance, position and prospects in sufficient detail.

Annual Report 2025

Corporate Governance Report

The Board schedules three regular meetings a year at approximately quarterly intervals. In addition, special Board meetings are held as necessary. During the reporting year 2025, the Board held 6 meetings. Details of the attendance of individual directors are as follows:

Attendance

(a) Executive Directors

Mr. Jinzhao HUANG 6/6
Mr. Ka Lun HWA (Resigned on 6 May 2025) 3/3

(b) Independent Non-executive Directors

Mr. Wai Hing CHAU 6/6
Mr. Hoi Yuen NG 6/6
Ms. Ouyang CAI 6/6

Biographies, including relationships among members of the Board are shown on pages 14 to 15 under the section on "Biographical Details of Directors and Senior Management".

Pursuant to the code provision C.1.8 of the CG Code, the Company should arrange appropriate insurance to cover potential legal actions against its directors. To comply with code provision, the Company is arranged for appropriate liability insurance for the directors for indemnifying their liabilities arising from corporate activities for the year ended 30 November 2025.

BOARD DIVERSITY POLICY

Pursuant to the code provision B.1.3 of the CG Code became effective on 1 January 2022, the nomination committee (or the Board) should have a policy concerning diversity of board members, and should disclose the policy or a summary of the policy in the CG report.

To comply with the new code provision B.1.3, the nomination committee adopted a board diversity policy in committee meeting in 2014. During the reporting year 2025, nomination committee held a meeting for the purpose of appointment of directors and reviewing the board diversity policy of the Company and the progress of attainment when appropriate to ensure its effectiveness and discussed any revisions that may be required to be considered and make disclosure of its review results of the Company's corporate governance report. A summary of this policy, together with the measurable objectives set for implementing the policy, and the progress made towards achieving those objectives are disclosed as below.

abc Multiactive Limited

Corporate Governance Report

Summary of the Board Diversity Policy

The Company recognised and embraced the benefits of having a diverse Board to the quality of its performance. The Board Diversity Policy aimed to set out the approach to achieve diversity on the Board. In designing the Board's composition, Board diversity has been considered from a numbers of measurable aspects including gender, age, length of services, knowledge and professional industry background. All Board appointments will be based on meritocracy, and candidates will be considered against objective criteria, having due regards for the benefits of diversity on the Board.

Measurable Objectives

Selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural and education background, professional experience, skill, knowledge and length of services. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board.

Implementation and Monitoring

The nomination committee reviewed the Board's composition under diversified perspectives, and monitored the implementation of the Board Diversity Policy annually.

As at the date of this report, the Board's composition under major diversified perspectives was summarised as follows:

Annual Report 2025
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Corporate Governance Report

ROLES OF DIRECTORS

The Board assumes responsibility for leadership and control of the Company and is collectively responsible for promoting the success of the Group. The principle roles of the Board are:

to lay down the Group's objectives, strategies and policies;
to monitor operating and financial performance; and
to set appropriate policies to manage risks in pursuit of the Group's strategic objectives.

The Board has delegated the day-to-day operation responsibility to the management under the supervision of the chief executive officer and various Board committees.

Every newly appointed director, if any, is ensured to have a proper understanding on the operations and business of the Group and fully aware of his responsibilities under the relevant applicable legal and regulatory requirements. The senior management and the company secretary will conduct such briefing as is necessary to update the Board with legal and regulatory developments, business and market changes and the strategic development of the Group to facilitate the performance of their duties.

BOARD PROCESS

Proposed regular board meeting dates for a year are informed to each director at the beginning of the year. Formal notice of at least 14 days will be given in respect of a regular meeting. For special board meeting, reasonable notice will be given. Directors participated, either in person or through other electronic means of communication in the Board meetings.

The Board of directors meets regularly at least four times every year. The directors participated in person or through electronic means of communication. All notices of board meetings were given to all directors, who were given an opportunity to include matters in the agenda for discussion. The finalised agenda and accompanying board papers were sent to all directors at least 3 days prior to the meeting.

During regular meetings of the Board, the directors discuss the overall strategy as well as the operation and financial performance of the Group. The Board has reserved for its decision or consideration matters covering overall Group strategy, major acquisitions and disposals, annual budgets, annual and interim results, approval of major capital transactions and other significant operational and financial matters. All directors are kept informed on a timely basis of major changes that may affect the Group's businesses, including relevant rules and regulations. Directors can also seek independent professional advice in performing their duties at the Company's expense, if necessary. The company secretary records the proceedings of each board meeting in detail by keeping detailed minutes, including all decisions by the Board together with concerns raised and dissenting views expressed (if any). All minutes are open for inspection at any reasonable time on request by any director.

abc Multiactive Limited

Corporate Governance Report

SUPPLY OF AND ACCESS TO INFORMATION

In respect of regular board meetings, an agenda of the meeting and the accompanying board papers are sent in full to all directors at least 3 days before the intended date of a meeting. Board papers are circulated to the directors to ensure that they have adequate information before the meeting for any ad hoc projects.

The management has obligation to supply the Board and the committees with adequate information in a timely manner to enable it to make informed decisions. The information supplied must be complete and reliable. To fulfil their duties properly, directors may not, in all circumstances, be able to rely purely on information provided voluntarily by management and they may need to make further enquiries. Where any director requires more information than is volunteered by management, each director has separate and independent access to the Company's senior management for inquiry or additional information.

All directors are entitled to have access to board papers and related materials. These papers and related materials should be in a form and quality sufficient to enable the board to make informed decisions on matters placed before it. Queries raised by directors should receive a prompt and full response, if possible.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Pursuant to the code provision C.2.1 of the CG Code, the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. The division of responsibilities between the chairperson and chief executive should be clearly established to ensure a balance of power and authority.

DELEGATION BY THE BOARD

The Board is primarily responsible for overall strategy and direction for the Group and overseeing the Group's businesses and providing leadership in strategic issues. The management is delegated to manage the day-to-day businesses of the Group.

When the Board delegates aspect of its management and administration functions to management, clear directions would be given as to the power of management, in particular, the circumstances where management should report back to the Board before making decisions or entering into any commitments on behalf of the Group.

Principal functions that are specifically delegated by the Board to the management include (i) implementation of corporation strategy and policy initiatives; (ii) provision of management reports to the Board in respect of Group's performance, financial position and prospects; and (iii) day-to-day management of the Group.

BOARD COMMITTEE

The Board established certain Board committees with sufficiently clear terms of reference to enable them to perform their function properly and require the committees to report back on their decisions or recommendations unless there are legal or regulatory restrictions on their ability to do so.

Annual Report 2025
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Corporate Governance Report

NOMINATION COMMITTEE

The Company established a nomination committee on 9 March 2012. During the reporting year 2025, the nomination committee comprises a total of three members, namely Mr. Wai Hing Chau, Mr. Hoi Yuen Ng and Ms. Ouyang Cai, all are independent non-executive directors. Mr. Wai Hing Chau is the chairman of the nomination committee.

The responsibilities and authorities of the nomination committee are mainly to review the structure, size and composition of the Board at least annually and make recommendations on any proposed changes to the Board on the selection of individuals nominated for directorships; identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships; assess the independence of independent of non-executive directors; and make recommendations to the Board on the appointment or re-appointment of directors; and succession planning for directors and review the board diversity policy of the Company.

The nomination committee shall be provided with sufficient resources to perform its duties and shall have access to independent professional advice if necessary, at the Company's expense. All members of the nomination committee shall have access to the advice and services of the company secretary, and separate and independent access to the Company's senior management for obtaining necessary information.

During the reporting year 2025, three meetings of nomination committee was held with attendance of individual member as follows:

Attendance

Mr. Wai Hing CHAU	3/3
Mr. Hoi Yuen NG	3/3
Ms. Ouyang CAI	3/3

NOMINATION OF DIRECTORS

The nomination committee is responsible for the formulation of nomination policies, making recommendations to Shareholders on directors standing for re-election, providing sufficient biographical details of directors to enable Shareholders to make an informed decision on the re-election, and where necessary, nominating appropriate persons to fill causal vacancies or as additions to the Board. The nomination committee from time to time reviews the composition of the Board with particular regard to ensuring that there is an appropriate number of directors on the Board independent of management. It also identifies and nominates qualified individuals for appointment as new directors of the Company.

New directors of the Company will be appointed by the Board. The nomination committee will take into consideration criteria such as expertise, experience, integrity and commitment when considering new director appointments, and the directors should show their ability to devote adequate time to discharge duties as a member of the Board.

abc Multiactive Limited

Corporate Governance Report

APPOINTMENTS, RE-ELECTION AND REMOVAL

All independent non-executive directors are appointed for a specific term of not more than 3 years. All directors, including the chairman are required to retire from office by rotation and are subject to re-election by Shareholders at annual general meeting at least once every 3 years.

Under the Company's Bye-laws, one-third of the directors, must retire and be eligible for re-election at each annual general meeting. As such, no director has a term of appointment longer than 3 years.

DIRECTORS' TRAINING

As part of an ongoing process of directors' training, the directors are updated with the latest developments regarding the Listing Rules and other applicable regulatory requirements from time to time to ensure compliance of the same by all directors. All directors are encouraged to attend external forum or training courses on relevant topics which may count towards continuous professional development training.

Pursuant to code provision C.1.4 of CG Code, which has come into effect from 1 April 2012, all directors should participate in continuous professional development to develop and refresh their knowledge and skills. This is to ensure that their contribution to the Board remains informed and relevant. Up to the date of this report, all directors have participated in appropriate continuous professional development activities by attending training course on the topics related to corporate governance and regulations or by reading materials relevant to the Company's business or to their duties and responsibilities.

As part of the continuous professional development programme, directors participated in the various briefings and visits to local management and the Company's facilities, as arranged and funded by the Company with appropriate emphasis on the roles, functions and duties of the directors. This is in addition to directors' attendance at meetings and review of papers and circulars sent by management. The participation by individual directors in the programme in 2025 is recorded in the table below.

	Reading regulatory updates	Visit/interview key management
Executive Director
Mr. Jinzhao HUANG	☑	☑
Independent Non-executive Directors
Mr. Wai Hing CHAU	☑	☑
Mr. Hai Yuen NG	☑	☑
Ms. Ouyang CAI	☑	☑

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Corporate Governance Report

DIRECTORS’ SECURITIES TRANSACTIONS

The Company has adopted the Model Code of conduct regarding directors’ securities transactions on terms no less exacting than the required standard of dealings as set out in rules 5.48 to 5.67 to the GEM Listing Rules. The Company, having made specific enquiry of all directors, confirms that its directors have complied with the required standard set out in the Code during the financial year ended 30 November 2025.

REMUNERATION COMMITTEE

The Company established a remuneration committee which is primarily responsible for making recommendations to the Board regarding the Group’s policy and structure for remuneration of directors and senior management and determine the specific remuneration packages of all executive directors and senior management of the Company.

The remuneration committee comprises Mr. Wai Hing Chau, Mr. Hoi Yuen Ng and Ms. Ouyang Cai, and is chaired by Mr. Wai Hing Chau.

During the financial year ended 30 November 2025, one meeting of remuneration committee was held with attendance of individual members as set out below to review and consider the specific remuneration packages of the Company’s executive directors and senior management.

Attendance

Mr. Wai Hing CHAU	1/1
Mr. Hoi Yuen NG	1/1
Ms. Ouyang CAI	1/1

The details of remuneration payable to directors and senior managements of the Company is set out in Note 16 and 17 to the consolidated financial statements.

AUDIT COMMITTEE

Pursuant to the GEM Listing Rules, an audit committee was established on 22 January 2001, comprising three independent non-executive directors, namely Messrs. Mr. Wai Hing Chau, Mr. Hoi Yuen Ng and Ms. Ouyang Cai. Mr. Wai Hing Chau is the chairman of the audit committee.

abc Multiactive Limited

Corporate Governance Report

The written terms of reference which describe the authorities and duties of the audit committee were prepared and adopted with reference to "A Guide for the Formation of an Audit Committee" published by the Hong Kong Institute of Certified Public Accountants. The terms of reference of the audit committee should also require it to review arrangement employees of the Company can use to raise concerns about possible improprieties in financial reporting, internal control or other matters. The audit committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action and to act as the key representative body for overseeing the Company's relations with the external auditors. The audit committee provides an important link between the board of directors and the Company's auditors in matters coming within the scope of the Group audit. It also reviews the financial reporting process and the adequacy and effectiveness of the Group's internal control system.

During the reporting year 2025, the audit committee held three meetings for the purpose of reviewing the Company's reports and accounts, and providing advice and recommendations to the Board of directors. The minutes of the audit committee meeting are kept by the company secretary. Draft and final versions of minutes of the meetings should be sent to all committee members for their comment and records, within a reasonable time after the meeting.

The Group's results for the year ended 30 November 2025 have been reviewed by the audit committee, which was of the opinion that the preparation of such results complied with the applicable accounting standard.

Attendance

Mr. Wai Hing CHAU 3/3
Mr. Hai Yuen NG 3/3
Ms. Ouyang CAI 3/3

DIRECTORS' AND AUDITORS' RESPONSIBILITIES FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The Board is responsible for presenting a balanced, clear and understandable assessment of the Group's performance and prospects. The directors are responsible for the preparation of accounts which give a true and fair view of the state of affairs and of the results and cash flows of the Group on a going concern basis. The Company's accounts are prepared in accordance with all relevant statutory requirements and applicable accounting standards. The directors are responsible for ensuring that appropriate accounting policies are selected and applied consistently and that judgements and estimates made are prudent and reasonable. The directors are also responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group. The responsibilities of the auditors for the accounts are set out in the Independent Auditor's Report on pages 72 to 77 of this annual report.

AUDITORS' REMUNERATION

For the year ended 30 November 2025, audit services and non-audit services provided to the Company and its subsidiaries by external auditors of the Group amounted to approximately HK$530,000 and approximately HK$Nil respectively.

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Corporate Governance Report

INTERNAL CONTROL

The Directors are responsible for the internal control of the Group and for reviewing its effectiveness.

The internal control system of the Group comprises of a comprehensive organisational structure and delegation of authorities assigned to individuals based on experience and business need.

Control procedures have been designed to safeguard assets against unauthorised use and disposition; ensure compliance with relevant laws, rules and regulations; ensure proper maintenance of accounting records for provision of reliable financial information used within the business or for publication; and to provide reasonable assurance against material misstatement, loss or fraud.

The overall risk management functions of the Group are under responsibility of management comprising the chief executive officer, chief financial officer and management team. There are established control procedures to identify, assess, control and report to each of the four major types of risks consisting of business and market risk, compliance risk, financial and treasury risk and operational risk.

The Company does not have internal audit department, but the internal control review committee, comprising the executive directors, independent non-executive directors and management of the Company are responsible to review the effectiveness of the Group's internal control system. In addition, there is regular dialogue with the Group's external auditors so that both are aware of the significant factors which may affect their respective scope of work.

A review of the effectiveness of the Group's system of internal control covering all key controls is conducted annually. For the year ended 30 November 2025, the Group has engaged an external independent consultant to conduct an internal control review on the internal control system during the Year, and the ESG reporting of the Group is presented as information on page 22 to 57 of the annual report. The examination consisted of enquiry, discussion and validation through observation and inspection (if necessary). The result of the review has been reported to the Board and areas of improvement, if any, have been identified and appropriate measures have been put in place to manage the risks.

During the Year 2025, the Company is not aware that any director or staff solicit or accept any advantages from any person having business dealings with the Company, guidelines are setup in the Company's employee handbook for all staff and director to comply with their code of conduct.

The Company established a direct email account to audit committee for whistleblowing to facilitate the implementation of employee-wide monitoring of corruption matters. During the reporting period, the Group provided anti-corruption news update on the prevention of corruption issued by ICAC such as leaflets and presentation materials to the employee to ensure that they remain vigilant on such matters.

abc Multiactive Limited

Corporate Governance Report

COMPANY SECRETARY

The company secretary is an employee of the Company and is appointed by the Board. He supports the chairman, the Board and board committees by ensuring good information flow and reports to the Board and assists the Board in functioning effectively and efficiently. The company secretary also advises the Board on governance matters and facilitates the induction and professional development of directors. All directors of the Company may call upon him for advice and assistance at any time in respect to their duties and the effective operation of the Board and board committee.

Mr. Man Yun Wah has been the company secretary of the Company since November 2023. He is also the authorised representative of the Company. Mr. Man holds a bachelor's degree in business administration and management and a master's degree in corporate governance. He is currently an associate member of both The Chartered Governance Institute and The Hong Kong Chartered Governance Institute. Mr. Man has extensive working experience in the company secretarial profession. During the Year, Mr. Man undertook not less than 15 hours of relevant professional training.

COMMUNICATION WITH SHAREHOLDERS

In respect of each separate issue at the general meeting held during the year ended 30 November 2025, separate resolution has been proposed by the chairman of that meeting. The chairman of the Board, member of audit committee and external auditor attended the annual general meeting held on 22 May 2025 to answer questions, if any, at the meeting.

SHAREHOLDERS' RIGHTS

Annual report, interim report and quarterly reports offer comprehensive information to the Shareholders on operational and financial performance whereas annual general meetings provide a forum for the Shareholders to exchange views directly with the Board. The general meetings of the Company provide an opportunity for communication between the Shareholders and the Board. The chairman and a member of the audit committee attended the 2025 annual general meeting to answer questions at the meeting.

According to the Bye-Laws, any one or more Shareholders holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meeting of the Company shall at all times have the right, by written requisition to the Board or the company secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition. The requisition must be lodged with the Company's principal place of business of Hong Kong.

As regards proposing a person for election as a director, please refer to the procedures as set out in the Bye-Laws on the website of the Company at www.hklistco.com and the Stock Exchange.

Shareholders may at any time send their enquiries and concerns to the Board in writing to the company secretary at the Company's office in Hong Kong at Unit 12, 21/F, Wayson Commercial Building, No. 28 Connaught Road West, Sheung Wan, Hong Kong.

Annual Report 2025
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Corporate Governance Report

DIVIDEND POLICY

Pursuant to code provision F.1.1 of the CG Code, the Company should have a policy on payment of dividends.

Under the Companies Act 1981 of Bermuda adopted on 22 January 2001 and amended on 19 November 2018. The Company in general meeting may from time to time declare dividends in any currency to be paid to the Shareholders of the Company but no dividend shall be declared in excess of the amount recommended by the Board. The Company in general meeting may also make a distribution to the Members out of any contributed surplus.

No dividend shall be paid or distribution made out of contributed surplus if to do so would render the Company unable to pay its liabilities as they become due or the realisable value of its assets would thereby become less than its liabilities.

INVESTOR RELATIONS

The Company considers that effective communication with Shareholders is essential for enhancing investor relations and investor understanding of the Group's business performance and strategies. The Company has established a range of communication channels between itself, its Shareholders and investors which including answering questions through the annual general meeting, the publications of annual, interim and quarterly reports, notices, announcements and circulars, the website of the Company at www.hklistco.com and the Stock Exchange. Saved to changes published in the announcements during the year, the Board do not aware of any significant changes in the Company's constitutional documents during the year.

abc Multiactive Limited

INDEPENDENT AUDITOR'S REPORT

McMillan Woods

Professionalism at the forefront

TO THE SHAREHOLDERS OF

abc MULTIACTIVE LIMITED

(Incorporated in Bermuda with limited liability)

OPINION

We have audited the consolidated financial statements of abc Multiactive Limited (the "Company") and its subsidiaries (collectively referred to as the "Group") set out on pages 78 to 151, which comprise the consolidated statement of financial position as at 30 November 2025, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 30 November 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with HKFRS Accounting Standards as issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA") and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.

BASIS FOR OPINION

We conducted our audit in accordance with Hong Kong Standards on Auditing ("HKSAs") as issued by the HKICPA. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the HKICPA's Code of Ethics for Professional Accountants (the "Code"), as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Annual Report 2025
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INDEPENDENT AUDITOR'S REPORT (CONTINUED)

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we identified are:

Impairment assessment of goodwill; and
Allowance for expected credit losses ("ECL") on trade receivables

The key audit matter

Impairment assessment of goodwill

Refer to the material accounting policy information in Note 4(c), critical judgements and key estimates in Note 5(b) and the relevant disclosures in Note 21 to the consolidated financial statements.

We identified the impairment assessment of goodwill as a key audit matter due to the significant judgement exercised by the management on the estimation of the recoverable amount of the cash generating unit in respect of provision of professional services within the supporting services segment ("CGU") to which goodwill has been allocated.

The Group's goodwill as at 30 November 2025 amounted to approximately HK$405,000 (2024: HK$405,000) in its consolidated statement of financial position.

Management assesses potential impairment of goodwill on an annual basis. As at 30 November 2025, the recoverable amount of the CGU was determined by management and based on value-in-use calculations using cash flow projections. Management concluded that no impairment loss (2024: impairment loss of approximately HK$1,100,000 was recognised) was recognised for the year ended 30 November 2025 in respect of the goodwill. The Group engaged an independent professional valuer to assess the recoverable amount of Service CGU.

How our audit addressed the key audit matter

Our procedures in relation to the impairment assessment of goodwill included but not limited to:

Understanding the key internal controls over preparation of the discounted cash flow forecasts on which the estimation of the recoverable amount of the CGU are based;
Obtaining and inspecting the valuation report prepared by the external valuer engaged by the Group on which the management's assessments of impairment of goodwill were based;
Assessing the external valuers' qualifications, experience and expertise and considering their objectivity;
Assessing and challenging the Group's identification of CGU and the allocation of goodwill and other assets to the CGU with reference to the requirements of the prevailing accounting standards;
With the assistance of auditor's expert, evaluating the methodology used in the valuation of CGU, challenging the key assumptions and critical judgements made in the preparation of the discounted cash flow forecasts prepared by management by comparing key inputs with historical performance, management's budgets and forecasts and other external available information, and evaluating the discount rate applied in the discounted cash flow forecasts by assessing if the parameters adopted in calculating the discount rate was within the range of relevant industry; and
Evaluating the adequacy of disclosures in respect of the impairment assessment of goodwill in the consolidated financial statements.

abc Multiactive Limited

INDEPENDENT AUDITOR'S REPORT (CONTINUED)

KEY AUDIT MATTERS (CONTINUED)

The key audit matter

Allowance for ECL on trade receivables

Refer to the material accounting policy information in Note 4(w), key estimates in Note 5(c) and the relevant disclosures in Notes 6(c) and 23 to the consolidated financial statements.

The Group had trade receivables of approximately HK$8,408,000 (net of allowance of ECL of approximately HK$13,699,000) (2024: HK$7,280,000 (net of allowance of ECL of approximately HK$15,007,000)).

The measurement of ECL requires the application of significant judgement and increased complexity which include the identification of exposures with a significant deterioration in credit quality, and assumptions used in the ECL models, such as the expected future cash flows and forward-looking macroeconomic factors.

We focused on this area as the balance of trade receivables represents significant portion of the total assets of the Group and the assessments on the allowances for ECL on these receivables involved significant judgements and estimates by management.

How our audit addressed the key audit matter

Our procedures in relation to allowance for ECL of trade receivables included but not limited to:

Obtaining an understanding of and evaluating the Group's credit policies and internal control on ECL assessment;
With the assistance of auditor's expert, assessing the reasonableness of the Group's ECL models by examining the model input used by management to form such judgements, including testing the accuracy of the historical default data, evaluating whether the historical default rates are appropriately adjusted based on current economic conditions and forward-looking information;
Recalculating the amounts of the ECL on trade receivables and assessing the appropriateness and adequacy of the ECL as at 30 November 2025;
Reviewing settlements after the financial year end relating to the trade receivables as at 30 November 2025; and
Reviewing the appropriateness of the disclosures made in the consolidated financial statements relating to the Group's credit risk exposure.

Annual Report 2025
75

INDEPENDENT AUDITOR'S REPORT (CONTINUED)

OTHER INFORMATION

The directors are responsible for the other information. The other information comprises all of the information included in the annual report other than the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF DIRECTORS AND AUDIT COMMITTEE FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with HKFRS Accounting Standards as issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

The Audit Committee assists the directors in discharging their responsibilities for overseeing the Group's financial reporting process.

abc Multiactive Limited

INDEPENDENT AUDITOR'S REPORT (CONTINUED)

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. We report our opinion solely to you, as a body, in accordance with Section 90 of the Bermuda Companies Act, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with HKSAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Annual Report 2025
77

INDEPENDENT AUDITOR'S REPORT (CONTINUED)

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

McMillan Woods (Hong Kong) CPA Limited
Certified Public Accountants

Yeung Man Sun
Audit Engagement Director
Practising Certificate Number: P07606

24/F., Siu On Centre
188 Lockhart Road
Wan Chai
Hong Kong

27 February 2026

abc Multiactive Limited

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 30 November 2025

| | Notes | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- | --- |
| Revenue | 9 | 42,803 | 41,068 |
| Cost of sales and services | | (33,908) | (28,733) |
| Gross profit | | 8,895 | 12,335 |
| Other gains and losses, net | 10 | 4,619 | (356) |
| Software research and development and operating expenses | | (1,681) | (3,266) |
| Selling and marketing expenses | | (333) | (2,423) |
| Administrative expenses | | (8,760) | (8,376) |
| Reversal of/(allowance for) expected credit losses ("ECL")
on trade receivables, net | | 1,308 | (3,214) |
| Allowance for ECL on other receivables | | (484) | - |
| Provision for impairment loss on goodwill | 21 | - | (1,100) |
| Gain on derecognition of promissory notes | 28 | 3,748 | - |
| Profit/(loss) from operating activities | | 7,312 | (6,400) |
| Finance costs | 11 | (1,643) | (1,429) |
| Profit/(loss) before tax | 12 | 5,669 | (7,829) |
| Income tax expense | 13 | (135) | - |
| Profit/(loss) and total comprehensive
income/(loss) for the year | | 5,534 | (7,829) |
| Profit/(loss) and total comprehensive
income/(loss) for the year attributable to: | | | |
| Equity owners of the Company | | 6,132 | (7,529) |
| Non-controlling interests | | (598) | (300) |
| | | 5,534 | (7,829) |
| Earnings/(loss) per share | | | |
| - Basic | 14 | HK1.23 cents | HK(1.58) cents |
| - Diluted | 14 | HK1.02 cents | N/A |

Annual Report 2025 79

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 November 2025

| | Notes | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- | --- |
| Assets | | | |
| Non-current assets | | | |
| Property, plant and equipment | 19 | - | 114 |
| Right-of-use assets | 20 | 276 | 672 |
| Goodwill | 21 | 405 | 405 |
| Other intangible assets | 22 | - | - |
| | | 681 | 1,191 |
| Current assets | | | |
| Trade and other receivables | 23 | 11,682 | 9,658 |
| Contingent consideration receivables | 24 | - | 317 |
| Financial assets at fair value through profit or loss ("FVTPL") | 25 | 8,259 | 4,491 |
| Cash and cash equivalents | 26 | 16,564 | 11,494 |
| | | 36,505 | 25,960 |
| Total assets | | 37,186 | 27,151 |
| Capital and reserves | | | |
| Share capital | 27 | 59,934 | 59,934 |
| Reserves | | (53,156) | (59,288) |
| Equity attributable to owners of the Company | | 6,778 | 646 |
| Non-controlling interests | | (671) | (73) |
| Total equity | | 6,107 | 573 |

abc Multiactive Limited

As at 30 November 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

| | | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- | --- |
| Liabilities | | | |
| Non-current liabilities | | | |
| Promissory notes | 28 | 12,592 | - |
| Lease liabilities | 20 | - | 326 |
| | | 12,592 | 326 |
| Current liabilities | | | |
| Trade and other payables and accruals | 30 | 16,915 | 8,583 |
| Contract liabilities | 31 | 1,152 | 2,574 |
| Lease liabilities | 20 | 285 | 351 |
| Promissory notes | 28 | - | 14,730 |
| Tax payables | | 135 | 14 |
| | | 18,487 | 26,252 |
| Total liabilities | | 31,079 | 26,578 |
| Total equity and liabilities | | 37,186 | 27,151 |
| Net current assets/(liabilities) | | 18,018 | (292) |
| Total assets less current liabilities | | 18,699 | 899 |
| Net assets | | 6,107 | 573 |

Approved and authorised for issue by the Board of Directors on 27 February 2026 and signed on its behalf by:

Jinzhao Huang

Director

Hoi Yuen Ng

Director

Annual Report 2025
81

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 November 2025

	Attributable to owners of the Company						Non-controlling interests	Total equity
	Share capital HK$'000	Share premium HK$'000	Contributed surplus HK$'000 (Note 1)	Special reserve HK$'000 (Note 2)	Accumulated losses HK$'000	Total HK$'000
As at 1 December 2023	59,934	129,427	37,600	8,530	(227,316)	8,175	-	8,175
Acquisition of subsidiaries (Note 32)	-	-	-	-	-	-	227	227
Loss and total comprehensive loss for the year	-	-	-	-	(7,529)	(7,529)	(300)	(7,829)
As at 30 November 2024 and 1 December 2024	59,934	129,427	37,600	8,530	(234,845)	646	(73)	573
Profit and total comprehensive income for the year	-	-	-	-	6,132	6,132	(598)	5,534
As at 30 November 2025	59,934	129,427	37,600	8,530	(228,713)	6,778	(671)	6,107

Notes:

The contributed surplus arises from a share for share exchange in acquiring a subsidiary. The amount represents the difference between the nominal value of the Company's shares issued and the fair value of net assets of the subsidiary.
Special reserve comprises the gain accounted for as deemed capital contribution which arose from (i) the difference between the aggregate fair value of the convertible preference shares and convertible bond issued by the Company and the outstanding amounts of the promissory notes of the Company being settled, net of the related transactions costs, and (ii) waiver of interest of promissory notes by Maximizer International Limited, the former shareholder of the Company.

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

abc Multiactive Limited

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 November 2025

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| CASH FLOWS FROM OPERATING ACTIVITIES | | |
| Profit/(loss) before tax | 5,669 | (7,829) |
| Adjustments for: | | |
| Imputed interest expenses on promissory notes | 1,610 | 1,423 |
| Interest expenses on lease liabilities | 33 | 6 |
| Net exchange difference | - | (7) |
| Bank interest income | (5) | (20) |
| Write-off of property, plant and equipment | 65 | - |
| Depreciation on property, plant and equipment | 49 | 82 |
| Depreciation on right-of-use assets | 356 | 27 |
| Amortisation on other intangible assets | - | 236 |
| (Reversal of)/allowance for ECL on trade receivables, net | (1,308) | 3,214 |
| Allowance for ECL on other receivables | 484 | - |
| Provision for impairment loss on goodwill | - | 1,100 |
| Gain on lease early termination | (4) | - |
| Gain on derecognition of promissory notes | (3,748) | - |
| Fair value change on financial assets at FVTPL | (3,738) | 417 |
| Fair value change in contingent consideration receivables | (683) | (8) |
| Operating loss before working capital changes | (1,220) | (1,359) |
| (Increase)/decrease in trade and other receivables | (200) | 15,840 |
| Decrease in contract costs | - | 743 |
| Increase in financial assets at FVTPL | (30) | - |
| Increase/(decrease) in trade and other payables and accruals | 8,332 | (5,082) |
| Decrease in contract liabilities | (1,422) | (3,892) |
| Cash generated from operations | 5,460 | 6,250 |
| Income tax paid | (14) | (6) |
| Net cash generated from operating activities | 5,446 | 6,244 |

Annual Report 2025 83

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

For the year ended 30 November 2025

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| CASH FLOW FROM INVESTING ACTIVITIES | | |
| Interest received | 5 | 20 |
| Net cash outflow arising from acquisition of subsidiaries | - | (861) |
| Net cash generated from/(used in) investing activities | 5 | (841) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | |
| Repayment of lease liabilities and interest expense | (381) | (32) |
| Net cash used in financing activities | (381) | (32) |
| Net increase in cash and cash equivalents | 5,070 | 5,371 |
| Cash and cash equivalents at the beginning of the year | 11,494 | 6,123 |
| Cash and cash equivalents at the end of the year | 16,564 | 11,494 |

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 November 2025

1. CORPORATE INFORMATION

abc Multiactive Limited (the "Company") was incorporated in Bermuda on 2 March 2000 as an exempted company with limited liability under the Companies Act 1981 of Bermuda (as amended) and its shares are listed on GEM of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda. The principal place of business of the Company is located at Unit 12, 21/F., Wayson Commercial Building, No. 28 Connaught Road West, Sheung Wan, Hong Kong.

The principal activity of the Company is investment holding. The principal activities of its subsidiaries are set out in Note 37 to the consolidated financial statements.

As at 30 November 2025, the directors of the Company consider the Company's immediate and ultimate holding company is Bravo Merit Management Groups Limited, a company incorporated in the British Virgin Islands (the "BVI") and Mr. Leung Wai Ming is the ultimate controlling party of the Company.

The consolidated financial statements included the financial statements of the Company and its subsidiaries (collectively referred to as the "Group"). The consolidated financial statements are presented in Hong Kong dollars ("HK$"), which is the same as the functional currency of the Company. All values are rounded to the nearest thousand ("HK$'000") except when otherwise indicated.

2. BASIS OF PREPARATION

The consolidated financial statements have been prepared in accordance with all applicable HKFRS Accounting Standards issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA"). HKFRS Accounting Standards comprise Hong Kong Financial Reporting Standards ("HKFRS"), Hong Kong Accounting Standards ("HKAS") and Interpretations. The consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules") and with the disclosure requirements of the Hong Kong Companies Ordinance.

The HKICPA has issued certain new and amendments to HKFRS Accounting Standards that are first effective or available for early adoption for the current accounting period of the Group. Note 3 provides information on any changes in accounting policies resulting from initial application of these developments to the extent that they are relevant to the Group for the current and prior accounting periods reflected in these consolidated financial statements.

Annual Report 2025 85

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

3. ADOPTION OF NEW AND AMENDMENTS TO HKFRS ACCOUNTING STANDARDS

(a) Application of new and amendments to HKFRS Accounting Standards

The Group has applied the following new and amendments to HKFRS Accounting Standards and Interpretation issued by the HKICPA for the first time, which are mandatorily effective for the annual period beginning on or after 1 December 2024 for the preparation of the consolidated Financial statements:

Amendments to HKFRS 16	Lease Liability in a Sale and Leaseback
Amendments to HKAS 1	Classification of Liabilities as Current or Non-current
Amendments to HKAS 1	Non-current Liabilities with Covenants
Hong Kong Interpretation 5
("HK Int 5") (Revised)	Presentation of Financial Statements – Classification by
the Borrower of a Term Loan that Contains a Repayment
on Demand Clause
Amendments to HKAS 7 and
HKFRS 7	Supplier Finance Arrangements

The application of the new and amendments to HKFRS Accounting Standards and Interpretation in the current year had no material impact on the Group's consolidated financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

3. ADOPTION OF NEW AND AMENDMENTS TO HKFRS ACCOUNTING STANDARDS (CONTINUED)

(b) New and amendments to HKFRS Accounting Standards in issue but not yet effective

The Group has not applied the following new and amendments to HKFRS Accounting Standards and Interpretation that have been issued but are not yet effective for the financial year beginning 1 December 2024. These new and amendments to HKFRS Accounting Standards and Interpretation include the following which may be relevant to the Group.

		Effective for accounting periods beginning on or after
Amendments to HKAS 21 and HKFRS 1	Lack of Exchangeability	1 January 2025
Amendments to HKFRS 9 and HKFRS 7	Amendments to the Classification and Measurement of Financial Instruments	1 January 2026
Annual Improvements to HKFRS Accounting Standards – Volume 11	Amendments to HKFRS 1, HKFRS 7, HKFRS 9, HKFRS 10 and HKAS 7	1 January 2026
HKFRS 9 and HKFRS 7	Contracts Referencing Nature-dependent Electricity	1 January 2026
HKFRS 18	Presentation and Disclosure in Financial Statements	1 January 2027
Amendments to HKAS 21	Translation to a Hyperinflationary Presentation Currency	1 January 2027
Amendments to HK Int 5	Classification by the Borrower of a Term Loan that Contains a Repayment on Demand Clause	1 January 2027
Amendments to HKFRS 10 and HKAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture	To be determined by the HKICPA

The directors of the Company are in the process of making an assessment of what the impact of these new and amendments to HKFRS Accounting Standards and Interpretation are expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the consolidated financial statements except for as below:

HKFRS 18 "Presentation and Disclosure in Financial Statements"

HKFRS 18 will replace HKAS 1 "Presentation of financial statements", introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Even though HKFRS 18 will not impact the recognition or measurement of items in the consolidated financial statements, HKFRS 18 introduces significant changes to the presentation of financial statements, with a focus on information about financial performance present in the statement of profit or loss, which will affect how the Group present and disclose financial performance in the financial statements.

Annual Report 2025
87

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION

These consolidated financial statements have been prepared under the historical cost convention, unless mentioned otherwise in the accounting policies below.

The preparation of consolidated financial statements in conformity with HKFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

The material accounting policy information applied in the preparation of these consolidated financial statements are set out below.

(a) Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 30 November. Subsidiaries are entities over which the Group has control. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Group has power over an entity when the Group has existing rights that give it the current ability to direct the relevant activities, i.e. activities that significantly affect the entity's returns.

When assessing control, the Group considers its potential voting rights as well as potential voting rights held by other parties. A potential voting right is considered only if the holder has the practical ability to exercise that right.

Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date the control ceases.

Intra-group transactions, balances and unrealised profits are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling shareholders even if this results in the non-controlling interests having a deficit balance.

(b) Separate financial statements

In the Company's statement of financial position, an investment in a subsidiary is stated at cost less impairment loss, unless the investment is classified as held for sale (or included in a disposal group that is classified as held for sale). Cost includes direct attributable costs of investments. The results of subsidiaries are accounted for by the Company on the basis of dividend received or receivable.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(b) Separate financial statements (Continued)

Impairment testing of the investments in subsidiaries is required upon receiving a dividend from these investments if the dividend exceeds the total comprehensive income of the subsidiary in the period the dividend is declared or if the carrying amount of the investment in the separate financial statements exceeds the carrying amount in the consolidated financial statements of the investee's net assets including goodwill.

(c) Business combination and goodwill

The acquisition method is used to account for the acquisition of a subsidiary in a business combination. The consideration transferred in a business combination is measured at the acquisition-date fair value of the assets given, equity instruments issued, liabilities incurred and any contingent consideration. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received. Identifiable assets and liabilities of the subsidiary in the acquisition are, with limited exceptions, measured at their acquisition-date fair values.

The excess of the sum of the consideration transferred over the Group's share of the net fair value of the subsidiary's identifiable assets and liabilities is recorded as goodwill. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the sum of the consideration transferred is recognised in consolidated profit or loss as a gain on bargain purchase which is attributed to the Group.

In a business combination achieved in stages, the previously held equity interest in the subsidiary is remeasured at its acquisition-date fair value and the resulting gain or loss is recognised in consolidated profit or loss. The fair value is added to the sum of the consideration transferred in a business combination to calculate the goodwill.

The non-controlling interests in the subsidiary are initially measured at the non-controlling shareholders' proportionate share of the net fair value of the subsidiary's identifiable assets and liabilities at the acquisition date.

After initial recognition, goodwill is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units ("CGUs") or groups of CGUs that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes. Goodwill impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to its recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Annual Report 2025
89

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(d) Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in Hong Kong dollars, which is the Company's functional and presentation currency.

Transactions and balances in each entity's financial statement

Transactions in foreign currencies are translated into the functional currency on initial recognition using the exchange rates prevailing on the transaction dates. Monetary assets and liabilities in foreign currencies are translated at the exchange rates at the end of each reporting period. Gains and losses resulting from this translation policy are recognised in profit or loss.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transaction dates. The transaction date is the date on which the company initially recognises such non-monetary assets or liabilities. Non-monetary items that are measured at fair value in foreign currencies are translated using the exchange rates at the dates when the fair values are determined.

When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is recognised in other comprehensive income. When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss.

Translation on consolidation

The results and financial position of all foreign operations (none of which has the currency of hyperinflationary economy) that have a functional currency different from the Company's presentation currency are translated into the Company's presentation currency as follows:

Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
Income and expenses are translated at average exchange rates for the period (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the exchange rates on the transaction dates); and
All resulting exchange differences are recognised in other comprehensive income and accumulated in the foreign currency translation reserve.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(e) Property, plant and equipment

Property, plant and equipment are held for use in the production or supply of goods or services, or for administrative purposes (other than properties under construction as described below). Property, plant and equipment are stated in the consolidated statement of financial position at cost, less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised in profit or loss during the period in which they are incurred.

Depreciation of property, plant and equipment is calculated at rates sufficient to write off their cost less their residual values over the estimated useful lives on a straight-line basis. The principal annual rates are as follows:

Leasehold improvements	25%
Furniture and fixtures	25%
Office equipment	25%

The residual values, useful lives and depreciation method are reviewed and adjusted, if appropriate, at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

The gain or loss on disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognised in profit or loss.

(f) Leases

At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use.

The Group as a lessee

At the lease commencement date, the Group recognises a right-of-use asset and a lease liability, except for short-term leases that have a lease term of 12 months or less and leases of low-value assets which, for the Group are primarily laptops and office furniture. When the Group enters into a lease in respect of a low-value asset, the Group decides whether to capitalise the lease on a lease-by-lease basis. The lease payments associated with those leases which are not capitalised are recognised as an expense on a systematic basis over the lease term.

Annual Report 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(f) Leases (Continued)

The Group as a lessee (Continued)

Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using a relevant incremental borrowing rate. Lease payments to be made under reasonably certain extension options are also included in the measurement of the lease liability. After initial recognition, the lease liability is measured at amortised cost and interest expense is calculated using the effective interest method.

Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence are charged to profit or loss in the accounting period in which they are incurred.

To determine the incremental borrowing rate, the Group:

where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received,
uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the group companies, which does not have recent third-party financing, and
makes adjustments specific to the lease, e.g. term, country, currency and security.

If a readily observable amortising loan rate is available to the individual lessee (through recent financing or market data) which has a similar payment profile to the lease, then the group entities use that rate as a starting point to determine the incremental borrowing rate.

The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial amount of the lease liability plus any lease payments made at or before the commencement date, and any initial direct costs incurred. Where applicable, the cost of the right-of-use assets also includes an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, discounted to their present value, less any lease incentives received. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses.

Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(f) Leases (Continued)

The Group as a lessee (Continued)

When the Group obtains ownership of the underlying leased assets at the end of the lease term, upon exercising purchase options, the cost of the relevant right-of-use assets and the related accumulated depreciation and impairment loss are transferred to property, plant and equipment.

Refundable rental deposits paid are accounted under HKFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.

The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, or there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or there is a change arising from the reassessment of whether the Group will be reasonably certain to exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The lease liability is also remeasured when there is a change in the scope of a lease or the consideration for a lease that is not originally provided for in the lease contract ("lease modification") that is not accounted for as a separate lease. In this case the lease liability is remeasured based on the revised lease payments and lease term using a revised discount rate at the effective date of the modification. The only exceptions are any rent concessions which arose as a direct consequence of the COVID-19 pandemic and which satisfied the conditions set out in paragraph 46B of HKFRS 16. In such cases, the Group took advantage of the practical expedient not to assess whether the rent concessions are lease modifications, and recognised the change in consideration as negative lease payments in profit or loss in the period in which the event or condition that triggers the rent concessions occurred.

(g) Other intangible assets

Internally-generated intangible assets - research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred. Expenditure on development activities is capitalised only if all of the following conditions are met:

The technical feasibility of completing the intangible asset so that it will be available for use or sale;
Management intends to complete the intangible asset and use or sell it;
There is ability to use or sell the intangible asset;

Annual Report 2025
93

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(g) Other intangible assets (Continued)

Internally-generated intangible assets – research and development expenditure (Continued)

It can be demonstrated how the intangible asset will generate probable future economic benefits;
Adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and
The expenditure attributable to the intangible asset during its development can be reliably measured.

Internally generated intangible assets are stated at cost less accumulated amortisation and impairment losses. Amortisation is calculated on a straight-line basis over their estimated useful lives of 20 months from the date they are available for use. Where no internally generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

(h) Contract costs

Contract costs are either the incremental costs of obtaining a contract with a customer or the costs to fulfil a contract with a customer which are not capitalised as inventory, property, plant and equipment or intangible assets.

Incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Incremental costs of obtaining a contract are capitalised when incurred if the costs are expected to be recovered, unless the expected amortisation period is one year or less from the date of initial recognition of the asset, in which case the costs are expensed when incurred. Other costs of obtaining a contract are expensed when incurred.

Costs to fulfil a contract are capitalised if the costs relate directly to an existing contract or to a specifically identifiable anticipated contract; generate or enhance resources that will be used to provide goods or services in the future; and are expected to be recovered. Costs that relate directly to an existing contract or to a specifically identifiable anticipated contract may include direct labour, direct materials, allocations of costs, costs that are explicitly chargeable to the customer and other costs that are incurred only because the group entered into the contract. Other costs of fulfilling a contract, which are not capitalised as inventory, property, plant and equipment or intangible assets, are expensed as incurred.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(h) Contract costs (Continued)

Capitalised contract costs are stated at cost less accumulated amortisation and impairment losses. Impairment losses are recognised to the extent that the carrying amount of the contract cost asset exceeds the net of (i) remaining amount of consideration that the group expects to receive in exchange for the goods or services to which the asset relates, less (ii) any costs that relate directly to providing those goods or services that have not yet been recognised as expenses.

Amortisation of capitalised contract costs is charged to profit or loss when the revenue to which the asset relates is recognised.

(i) Contract assets and contract liabilities

Contract asset is recognised when the Group recognises revenue before being unconditionally entitled to the consideration under the payment terms set out in the contract. Contract assets are assessed for expected credit losses ("ECL") in accordance with the policy set out in note 4(w) and are reclassified to receivables when the right to the consideration has become unconditional.

A contract liability is recognised when the customer pays consideration before the Group recognises the related revenue. A contract liability would also be recognised if the group has an unconditional right to receive consideration before the Group recognises the related revenue. In such cases, a corresponding receivable would also be recognised.

For a single contract with the customer, either a net contract asset or a net contract liability is presented. For multiple contracts, contract assets and contract liabilities of unrelated contracts are not presented on a net basis.

When the contract includes a significant financing component, the contract balance includes interest accrued under the effective interest method.

(j) Recognition and derecognition of financial instruments

Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group entity becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Annual Report 2025
95

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(j) Recognition and derecognition of financial instruments (Continued)

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

(k) Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Equity investments

An investment in equity securities is classified as FVTPL unless the equity investment is not held for trading purposes and on initial recognition of the investment the Group makes an election to designate the investment at FVTOCI (non-recycling) such that subsequent changes in fair value are recognised in other comprehensive income. Such elections are made on an instrument-by-instrument basis, but may only be made if the investment meets the definition of equity from the issuer's perspective. Where such an election is made, the amount accumulated in other comprehensive income remains in the fair value reserve (non-recycling) until the investment is disposed of. At the time of disposal, the amount accumulated in the fair value reserve (non-recycling) is transferred to retained earnings. It is not recycled through profit or loss. Dividends from an investment in equity securities, irrespective of whether classified as at FVTPL or FVTOCI, are recognised in profit or loss as other income.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(I) Trade and other receivables

A receivable is recognised when the Group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognised before the group has an unconditional right to receive consideration, the amount is presented as a contract asset.

Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method less allowance for credit losses.

(m) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an integral part of the group's cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated cash flow statement. Cash and cash equivalents are assessed for ECL.

(n) Financial liabilities and equity instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument under HKFRS Accounting Standards. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

(o) Provisions and contingent liabilities

Provisions are recognised for liabilities of uncertain timing or amount when the Group has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditures expected to settle the obligation. 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 recognised as interest expense.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow is remote.

Annual Report 2025
97

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(p) Trade and other payables

Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

(q) Equity instruments

An equity instrument is any contract that evidence a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

(r) Revenue and other income

Revenue is recognised when control over a product or service is transferred to the customer, at the amount of promised consideration to which the Group is expected to be entitled, excluding those amounts collected on behalf of third parties. Revenue excludes value added tax or other sales taxes and is after deduction of any trade discounts.

Sale of computer software licenses and provision of related services

Revenue from the sale of computer software licenses and provision of related services where there are no significant post-delivery obligations is recognised upon the satisfactory completion of installation, which generally coincides with the time when the computer products are delivered to the customers.

Computer software licenses leasing and provision of related services

Revenue from leasing the software licenses to its customers and the nature of the Group's performance obligation in granting a license are considered to be a right to use the Group's software. The Group accounts the grant of license as a performance obligation satisfied at a point in time. Revenue from provision of related services associated with the computer software licenses leasing is recognized over time as services are rendered. Revenue from provision of related services with specified period is generally recognized on a straight-line basis over the period of services.

Provision of maintenance services

Revenue from provision of maintenance services is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation, as the customer simultaneously receives and consumes the benefits provided by the Group's performance as the Group performs. The transaction price allocated to these services is recognised as a contract liability on initial recognition and is released on a straight-line basis over the period of service.

Contract revenue

The progress towards complete satisfaction of a performance obligation is measured based on output method, which is to recognise revenue on the basis of direct measurements of the value of the goods or services transferred to the customer to date relative to the remaining goods or services promised under the contract, that best depict the Group's performance in transferring control of goods or services. The contract revenue is recognised over time as the Group's performance creates and enhances an asset that the customers control as the Group performs.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(r) Revenue and other income (Continued)

Sale of computer hardware and related products

Revenue from sales of computer hardware is recognised at a point in time when control of the goods has been transferred, being when the goods have been delivered to the customers.

Provision of fintech resources services

The Group provides secondment services, which mainly provides technical staff for support services to customers. Such services are recognised as a performance obligation satisfied over time as the customer simultaneously receives and consumes the support services as the Group continues to provide the support services to the customer. Revenue from provision of recruitment services, which mainly assists customers search for, identify and recommend suitable candidates for the job vacancies. Such services are recognised at a point in time when the Group successfully places the candidate after an agreed period of time.

Provision of professional service

The Group provides professional services including valuation service, consultancy service, environmental, social and governance and sustainability services, internal control and risk advisory services. Such services are recognized as a performance obligation satisfied at a point in time when the services are rendered.

(s) Employee benefits

Employee leave entitlements

Employee entitlements to annual leave and long service leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave and long service leave as a result of services rendered by employees up to the end of the reporting period.

Employee entitlements to sick leave and maternity leave are not recognised until the time of leave.

Pension obligations

The Group contributes to defined contribution retirement schemes which are available to all employees. Contributions to the schemes by the Group and employees are calculated as a percentage of employees' basic salaries. The retirement benefit scheme cost charged to profit or loss represents contributions payable by the Group to the funds.

Termination benefits

Termination benefits are recognised at the earlier of the dates when the Group can no longer withdraw the offer of those benefits, and when the Group recognises restructuring costs and involves the payment of termination benefits.

(t) Borrowing cost

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

Annual Report 2025
99

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(u) Taxation

Income tax represents the sum of the current tax and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit recognised in profit or loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on 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 recognised for all taxable temporary differences and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which deductible temporary differences, unused tax losses or unused tax credits can be utilised. Such assets and liabilities are not recognised 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 and at the time of transaction does not give rise to equal taxable and deductible temporary differences.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint arrangements, 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.

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 asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the deferred tax is also recognised in other comprehensive income or directly in equity.

The measurement of deferred tax assets and liabilities 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.

For the purposes of measuring deferred tax for leasing transactions in which the Group recognises the right-of-use assets and the related lease liabilities, the Group first determines whether the tax deductions are attributable to the right-of-use assets or the lease liabilities.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(u) Taxation (Continued)

For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies HKAS 12 requirements to right-of-use assets and lease liabilities separately. The Group recognises a deferred tax assets related to lease liabilities to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised and a deferred tax liability for all taxable temporary differences.

Temporary differences relating to right-of-use assets and lease liabilities are not recognised at initial recognition and over the lease terms due to application of the initial recognition exemption.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends either to settle its current tax assets and liabilities on a net basis.

(v) Impairment of non-financial assets

The carrying amounts of non-financial assets are reviewed at each reporting date for indications of impairment and where an asset is impaired, it is written down as an expense through the consolidated statement of profit or loss to its estimated recoverable amount unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, recoverable amount is determined for the cash-generating unit to which the asset belongs. Recoverable amount is the higher of value in use and the fair value less costs of disposal of the individual asset or the cash-generating unit.

Value in use is the present value of the estimated future cash flows of the asset/cash-generating unit. Present values are computed using pre-tax discount rates that reflect the time value of money and the risks specific to the asset/cash-generating unit whose impairment is being measured.

Impairment losses for cash-generating units are allocated first against the goodwill of the unit and then pro rata amongst the other assets of the cash-generating unit. Subsequent increases in the recoverable amount caused by changes in estimates are credited to profit or loss to the extent that they reverse the impairment.

Annual Report 2025
101

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(w) Impairment of financial assets

The Group recognises a loss allowance for ECL on trade and other receivables. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Group always recognises lifetime ECL for trade receivables. The ECL on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Significant increase in credit risk

In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking information considered includes the future prospects of the industries in which the Group's debtors operate, obtained from economic expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar organisations, as well as consideration of various external sources of actual and forecast economic information that relate to the Group's core operations.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(w) Impairment of financial assets (Continued)

Significant increase in credit risk (Continued)

In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition:

an actual or expected significant deterioration in the financial instrument's external (if available) or internal credit rating;
significant deterioration in external market indicators of credit risk for a particular financial instrument;
existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor's ability to meet its debt obligations;
an actual or expected significant deterioration in the operating results of the debtor;
significant increases in credit risk on other financial instruments of the same debtor;
an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor's ability to meet its debt obligations.

Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise.

Despite the foregoing, the Group assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if:

(i) the financial instrument has a low risk of default,

(ii) the debtor has a strong capacity to meet its contractual cash flow obligations in the near term, and

(iii) adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.

Annual Report 2025
103

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(w) Impairment of financial assets (Continued)

Significant increase in credit risk (Continued)

The Group considers a financial asset to have low credit risk when the asset has external credit rating of "investment grade" in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of "performing". Performing means that the counterparty has a strong financial position and there is no past due amounts.

The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

Definition of default

The Group considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that receivables that meet either of the following criteria are generally not recoverable.

when there is a breach of financial covenants by the counterparty; or
information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collaterals held by the Group).

Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(w) Impairment of financial assets (Continued)

Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

significant financial difficulty of the issuer or the counterparty;
a breach of contract, such as a default or past due event;
the lender(s) of the counterparty, for economic or contractual reasons relating to the counterparty's financial difficulty, having granted to the counterparty a concession(s) that the lender(s) would not otherwise consider;
it is becoming probable that the counterparty will enter bankruptcy or other financial reorganisation; or
the disappearance of an active market for that financial asset because of financial difficulties.

Write-off policy

The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, including when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Group's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

Measurement and recognition of ECL

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date; for financial guarantee contracts, the exposure includes the amount drawn down as at the reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based on historical trend, the Group's understanding of the specific future financing needs of the debtors, and other relevant forward-looking information.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate.

Annual Report 2025
105

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

4. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

(w) Impairment of financial assets (Continued)

Measurement and recognition of ECL (Continued)

If the Group has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Group measures the loss allowance at an amount equal to 12-month ECL at the current reporting date, except for assets for which simplified approach was used.

The Group recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

(x) Events after the reporting period

Events after the reporting period that provide additional information about the Group's position at the end of the reporting period are adjusting events and are reflected in the consolidated financial statements. Events after the reporting period that are not adjusting events are disclosed in the notes to the consolidated financial statements when material.

5. CRITICAL JUDGEMENTS AND KEY ESTIMATES

In applying the Group's accounting policies, which are described in Note 4, the directors of the Company are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and 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 recognised 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.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

5. CRITICAL JUDGEMENTS AND KEY ESTIMATES (CONTINUED)

Critical judgements in applying accounting policies

In the process of applying the accounting policies, the directors have made the following judgements that have the most significant effect on the amounts recognised in the consolidated financial statements (apart from those involving estimations, which are dealt with below).

(a) Significant increase in credit risk

As explained in Note 4(w) to the consolidated financial statements, ECL under general approach are measured as an allowance equal to 12-month ECL for stage 1 assets, or lifetime ECL for stage 2 or stage 3 assets. An asset moves to stage 2 when its credit risk has increased significantly since initial recognition. HKFRS 9 does not define what constitutes a significant increase in credit risk. In assessing whether the credit risk of an asset has significantly increased the Group takes into account qualitative and quantitative reasonable and supportable forward looking information.

Key sources of estimation uncertainty

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 and liabilities within the next financial year, are discussed below.

(b) Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash-generating unit to which goodwill has been allocated. The value-in-use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate the present value. Where the actual future cash flows are less than the expected, or change in facts and circumstances which results in downward revision of future cash flows or upward revision of discount rate, a material impairment loss or further impairment loss may arise.

The carrying amount of goodwill at the end of the reporting period was approximately HK$405,000 (2024: HK$405,000). No impairment loss (2024: impairment loss of approximately HK$1,100,000 was recognised) was recognised during the year ended 30 November 2025. Details of the goodwill impairment assessment are provided in Note 21 to the consolidated financial statements.

Annual Report 2025
107

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

5. CRITICAL JUDGEMENTS AND KEY ESTIMATES (CONTINUED)

Key sources of estimation uncertainty (Continued)

(c) Impairment of trade receivables

The management of the Group estimates the amount of impairment loss for ECL on trade receivables based on the credit risk of trade receivables. The amount of the impairment loss based on ECL model is measured as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the effective interest rate determined at initial recognition. Where the future cash flows are less than expected, or being revised downward due to changes in facts and circumstances, a material impairment loss may arise.

As at 30 November 2025, the carrying amount of trade receivables were approximately HK$8,408,000 (net of allowance for doubtful debts of approximately HK$13,699,000) (2024: approximately HK$7,280,000 (net of allowance for doubtful debts of approximately HK$15,007,000)).

6. FINANCIAL RISK MANAGEMENT

The Group's activities expose it to a variety of financial risks: (a) foreign currency risk, (b) price risk, (c) credit risk, (d) liquidity risk and (e) interest rate risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

(a) Foreign currency risk

The Group has minimal exposure to foreign currency risk as most of the business transactions, assets and liabilities of the Group's entities are principally denominated in their respective functional currencies. The Group currently does not have a foreign currency hedging policy in respect of foreign currency transactions, assets and liabilities. The Group monitors its foreign currency exposure closely and will consider hedging significant foreign currency exposure should the need arise.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

6. FINANCIAL RISK MANAGEMENT (CONTINUED)

(b) Price risk

As set out in Note 25 to the consolidated financial statements, the Group's listed equity investments classified as financial assets at FVTPL are measured at fair value at the end of each reporting period. Therefore, the Group's investments in listed equity securities are exposed to equity price risk. The management manages this exposure by monitoring the change of market prices of the equity from time to time, and by maintaining a portfolio of investments with different risk profiles.

The sensitivity analysis has been determined based on the exposure to equity price risk. As at 30 November 2025, if the equity price of the Group's list investments designated at financial assets at FVTPL had been 5% higher/lower while all other variables were held constant, the Group's profit (2024: loss) before tax would be increased/decreased (2024: decreased/increased) by approximately HK$413,000 (2024: HK$225,000).

(c) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade and other receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Group's exposure to credit risk arising from cash and cash equivalents is limited because the counterparties are banks and financial institutions with high credit-rating assigned by international credit-rating agencies, for which the Group considers to have low credit risk.

Trade receivables

Customer credit risk is managed by each business unit subject to the Group's established policy, procedures and control relating to customer credit risk management. Individual credit evaluations are performed on all customers requiring credit over a certain amount. These evaluations focus on the customer's past history of making payments when due and current ability to pay, and take into account information specific to the customer as well as pertaining to the economic environment in which the customer operates. Trade receivables are due within 0-30 days from the date of billing. Normally, the Group does not obtain collateral from customers.

The Group has a concentration of credit risk in certain individual customers. At 30 November 2025, the five largest customers accounted for approximately 45% (2024: 45%) of the trade receivables and the balance of the largest customer was approximately 13% (2024: 12%) of the Group's total trade receivables. The directors of the Company closely monitor the risk exposure of the customers and would take appropriate action to ensure the risk exposure is acceptable.

The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is calculated using a provision matrix. To measure the ECL, trade receivables have been grouped based on shared credit risk characteristics and the days past due.

Annual Report 2025
109

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

6. FINANCIAL RISK MANAGEMENT (CONTINUED)

(c) Credit risk (Continued)

Trade receivables (Continued)

The following table provides information about the Group's exposure to credit risk and ECL for trade receivables as at 30 November 2025 and 2024:

	Expected loss rate %	Gross carrying amount HK$’000	Loss allowance HK$’000
As at 30 November 2025
Current and 0-30 days past due	19.22	6,170	1,186
31-60 days past due	32.38	942	305
61-90 days past due	38.32	1,182	453
91-180 days past due	55.31	2,175	1,203
181-360 days past due	56.56	2,500	1,414
Over 360 days past due	100	9,138	9,138
		22,107	13,699
	Expected loss rate %	Gross carrying amount HK$’000	Loss allowance HK$’000
As at 30 November 2024
Current and 0-30 days past due	21.13	1,241	262
31-60 days past due	28.78	483	139
61-90 days past due	31.31	99	31
91-180 days past due	51.31	497	255
181-360 days past due	52.44	2,906	1,524
Over 360 days past due	75.00	17,061	12,796
		22,287	15,007

Expected loss rates are adjusted to reflect differences between economic conditions during the period over which the historic data has been collected, current conditions and the Group's view of economic conditions over the expected lives of the receivables. It considers available reasonable and supportive forwarding-looking information.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

6. FINANCIAL RISK MANAGEMENT (CONTINUED)

(c) Credit risk (Continued)

Trade receivables (Continued)

The movement in ECL for trade receivables during the years ended 30 November 2025 and 2024 is as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| At 1 December | 15,007 | 11,793 |
| ECLs (reversed)/recognised for the year | (1,308) | 3,214 |
| At 30 November | 13,699 | 15,007 |

The following significant changes in the gross carrying amounts of trade receivables contributed to the net decrease (2024: increase) in the loss allowance:

increase (2024: decrease) in days past due not over 180 days resulted in a increase (2024: increase) in loss allowance of approximately HK$2,460,000 (2024: HK$450,000); and
decrease (2024: decrease) in days past due over 180 days resulted in an increase (2024: increase) in loss allowance of approximately HK$3,768,000 (2024: HK$2,764,000).

Deposits and other receivables

For other receivables and deposits, the management makes periodic individual assessment on the recoverability of deposit and other receivables based on historical settlement records, the likelihood of recovery, and also quantitative and qualitative information that is reasonable and supportive forward-looking information.

For financial assets whose impairment losses are measured using ECL model except trade receivables, the Group assesses whether their credit risk has increased significantly since their initial recognition, and applies a three-stage impairment model to calculate their allowance for ECL and recognise their ECL, as follows:

Stage 1: If the credit risk has not increased significantly since its initial recognition, the financial asset is included in stage 1.

Stage 2: If the credit risk has increased significantly since its initial recognition but not yet deemed to be credit-impaired, the financial instrument is included in stage 2.

Stage 3: If the financial instrument is credit-impaired, the financial instrument is included in stage 3.

Annual Report 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

6. FINANCIAL RISK MANAGEMENT (CONTINUED)

(c) Credit risk (Continued)

Deposits and other receivables (Continued)

| | Stage 1
HK$'000 | Stage 2
HK$'000 | Total
HK$'000 |
| --- | --- | --- | --- |
| At 1 December 2023, 30 November 2024 and
1 December 2024 | – | – | – |
| Allowance for ECL | 484 | – | 484 |
| Transfer from stage 1 to stage 2 | (448) | 448 | – |
| At 30 November 2025 | 36 | 448 | 484 |

The movement in ECL for other receivables and deposits during the years ended 30 November 2025 and 2024 is as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| At 1 December | – | – |
| ECLs recognised for the year | 484 | – |
| At 30 November | 484 | – |

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

6. FINANCIAL RISK MANAGEMENT (CONTINUED)

(d) Liquidity risk

The Group's policy is to regularly monitor current and expected liquidity requirements to ensure that it maintains sufficient reserves of cash to meet its liquidity requirements in the short and long-term.

The maturity analysis based on contractual undiscounted cash flows of the Group's non-derivative financial liabilities is as follows:

	2025
	On demand or within 1 year HK$’000	1 to 2 years HK$’000	2 to 5 years HK$’000	Over 5 years HK$’000	Total undiscounted cash flows HK$’000	Total carrying amount HK$’000
Promissory notes	-	15,500	-	-	15,500	12,592
Trade and other payables and accruals	16,915	-	-	-	16,915	16,915
Lease liabilities	293	-	-	-	293	285
	17,208	15,500	-	-	32,708	29,792
	2024
	On demand or within 1 year HK$’000	1 to 2 years HK$’000	2 to 5 years HK$’000	Over 5 years HK$’000	Total undiscounted cash flows HK$’000	Total carrying amount HK$’000
Promissory notes	15,500	-	-	-	15,500	14,730
Trade and other payables and accruals	8,583	-	-	-	8,583	8,583
Lease liabilities	384	336	-	-	720	677
	24,467	336	-	-	24,803	23,990

(e) Interest rate risk

The Group is exposed to fair value interest rate risk in relation to promissory notes and lease liabilities. The Group is also exposed to cash flow interest rate risk in relation to variable rate bank balances. No sensitivity analysis was prepared for bank balances as the financial impact arising on expected changes in interest rates was minimal. The Group currently does not have an interest rate hedging policy. However, the management monitors interest rate exposure closely and will consider hedging significant interest rate exposure should the need arise.

Annual Report 2025 113

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

6. FINANCIAL RISK MANAGEMENT (CONTINUED)

(f) Categories of financial instruments at 30 November

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Financial assets: | | |
| Financial assets at amortised cost | 26,803 | 19,555 |
| Financial assets at FVTPL | 8,259 | 4,491 |
| Contingent consideration receivables | - | 317 |
| | 35,062 | 24,363 |
| Financial liabilities: | | |
| Financial liabilities at amortised cost | 29,507 | 23,313 |

7. FAIR VALUE MEASUREMENTS

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. The following disclosures of fair value measurements use a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value:

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

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

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

The Group's policy is to recognise transfers into and transfers out of any of the three levels as of the date of the event or change in circumstances that caused the transfer.

These were no transfers between level 1, 2 and 3 in current and prior year.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

7. FAIR VALUE MEASUREMENTS (CONTINUED)

(a) Disclosures of level in fair value hierarchy:

At 30 November 2025

Description	Fair value measurements using:			Total
	Level 1
HK$’000	Level 2
HK$’000	Level 3
HK$’000	2025
HK$’000
Recurring fair value measurements:
Financial assets
Financial assets at FVTPL	8,259	-	-	8,259

At 30 November 2024

Description	Fair value measurements using:			Total
	Level 1
HK$’000	Level 2
HK$’000	Level 3
HK$’000	2024
HK$’000
Recurring fair value measurements:
Financial assets
Financial assets at FVTPL	4,491	-	-	4,491
Contingent consideration receivables	-	-	317	317

(b) Fair value of financial assets and liabilities carried at other than fair value

The carrying amounts of the Group's financial assets and liabilities at amortised cost were not materially different from their fair values as at 30 November 2025 and 2024 except for the promissory notes for which its fair value are disclosed below:

| Description | Fair value as at 2024
HK$’000 | Fair value hierarchy | Valuation techniques and key inputs |
| --- | --- | --- | --- |
| Promissory notes | 14,871 | Level 3 | Discounted cash flow |

Annual Report 2025 115

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

7. FAIR VALUE MEASUREMENTS (CONTINUED)

(c) Reconciliation of assets measured at fair value based on Level 3

| | Contingent consideration receivables
HK$'000 |
| --- | --- |
| As at 1 December 2023 | - |
| Acquisition of subsidiaries | 309 |
| Fair value change in contingent consideration receivables | 8 |
| As at 30 November 2024 and 1 December 2024 | 317 |
| Fair value change in contingent consideration receivables | 683 |
| Reclassified to other receivables | (1,000) |
| As at 30 November 2025 | - |

The gains or loss arising from the remeasurement of the contingent consideration receivables are presented in the "Other gains or losses, net" line item in the consolidated statement of profit or loss.

Information about the Level 3 fair value measurements of the contingent consideration receivables at 30 November 2024 are set out below:

	Valuation techniques	Significant unobservable inputs	Key data applied
			2024
Contingent consideration receivables	Discounted cash flow	Discount rate	4.49%
		Probability-adjusted profits	HK$269,000 to HK$403,000

An increase in the discount rate used in isolation would result in an decrease in the fair value measurement of the contingent consideration receivables, and vice versa. A 5% increase/decrease in the discount rate holding all other variables constant would decrease/increase the carrying amount of the contingent consideration receivables by approximately HK$1,000.

An increase in the probability-adjusted profits used in isolation would result in an decrease in the fair value measurement of the contingent consideration receivables, and vice versa. A 5% increase/decrease in the probability-adjusted profits holding all other variables constant would decrease/increase the carrying amount of the contingent consideration receivables by approximately HK$33,000.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

8. SEGMENT INFORMATION

The Group is engaged in two business segments, financial solutions ("Financial Solutions") and supporting services ("Supporting Services") during the years ended 30 November 2025 and 2024.

The executive directors of the Company, being the chief operating decision maker, regularly reviews the nature of operations and the products and services of the Group. Each of the Group's business segments represents a strategic business unit that offers products and services which are subject to risks and returns that are different from those of the other business segments.

Segment revenue and results

The following is an analysis of the Group's revenue and results by reportable segment:

	Financial Solutions		Supporting Services		Total
	2025 HK$'000	2024 HK$'000	2025 HK$'000	2024 HK$'000	2025 HK$'000	2024 HK$'000
Revenue	9,067	15,438	33,736	25,630	42,803	41,068
Segment results	4,309	2,106	(1,399)	(1,889)	2,910	217
Gain on derecognition of promissory notes					3,748	-
Fair value change on financial assets at FVTPL					3,738	(417)
Fair value change in contingent consideration receivables					683	8
Central administration costs					(3,800)	(6,214)
Unallocated finance costs					(1,610)	(1,423)
Profit/(loss) before tax					5,669	(7,829)
Income tax expense					(135)	-
Profit/(loss) for the year					5,534	(7,829)

Revenue reported above represents revenue generated from external customers. There were of approximately HK$177,000 inter-segment revenue during the year (2024: HK$1,965,000).

Segment results represent the profit/(loss) by each segment without allocation of gain on derecognition of promissory notes, fair value change on financial assets at FVTPL, fair value change in contingent consideration receivables, central administration costs, unallocated finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

Annual Report 2025
117

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

8. SEGMENT INFORMATION (CONTINUED)

Segment assets and liabilities

	Financial Solutions		Supporting Services		Total
	2025 HK$’000	2024 HK$’000	2025 HK$’000	2024 HK$’000	2025 HK$’000	2024 HK$’000
Assets and liabilities
Segment assets	17,353	18,286	9,890	2,964	27,243	21,250
Unallocated assets					9,943	5,901
Consolidated total assets					37,186	27,151
Segment liabilities	8,102	9,566	9,119	1,946	17,221	11,512
Unallocated liabilities					13,858	15,066
Consolidated total liabilities					31,079	26,578

For the purposes of monitoring segment performance and allocating resources between segments, the Group's chief operating decision maker monitors the assets and liabilities attributable to each reportable segment on the following bases:

All assets are allocated to reportable segments other than financial asset at FVTPL, contingent consideration receivables and other unallocated head office and corporate assets.

All liabilities are allocated to reportable segments other than promissory notes, tax payable, other unallocated head office and corporate liabilities.

Other segment information

	Financial Solutions		Supporting Services		Total
	2025 HK$’000	2024 HK$’000	2025 HK$’000	2024 HK$’000	2025 HK$’000	2024 HK$’000
Interest income	(5)	(20)	-	-	(5)	(20)
Depreciation on property, plant and equipment	49	82	-	-	49	82
Depreciation on right-of-use assets	24	27	332	-	356	27
Amortisation of other intangible assets	-	236	-	-	-	236
Write-off of property, plant and equipment	65	-	-	-	65	-
Gain on lease early termination	(4)	-	-	-	(4)	-
Additions to right-of-use assets	-	-	-	608	-	608
(Reversal of)/allowance for ECL on trade receivables, net	(3,444)	2,860	2,136	354	(1,308)	3,214
Allowance for ECL on other receivables	379	-	105	-	484	-
Provision of impairment loss on goodwill	-	-	-	1,100	-	1,100
Addition to goodwill	-	-	-	405	-	405
Finance costs	3	6	30	-	33	6
Income tax expense	-	-	135	-	135	-

Geographical segments

The Group's revenue is generated from Hong Kong and all of the Group's non-current assets are located in Hong Kong. Accordingly, no geographical segment information is presented.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

8. SEGMENT INFORMATION (CONTINUED)

Information about major customers

Revenue from customers of the corresponding years individually contributing over 10% of the Group's total revenue are as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Customer A – Supporting Services segment | N/A | 4,793 |
| Customer B – Supporting Services segment | N/A | 4,399 |
| Customer C – Supporting Services segment | 4,968 | N/A |
| Customer D – Supporting Services segment | 4,558 | N/A |
| Customer E – Supporting Services segment | 5,092 | N/A* |

The customer contributed less than 10% of the total consolidated revenue for the respective years.

9. REVENUE

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Disaggregation of revenue
from contracts with customers | | |
| Provision of professional services | 25,315 | 14,010 |
| Computer software licenses leasing and provision of
related services | 3,556 | 2,931 |
| Provision of maintenance services | 5,051 | 11,009 |
| Contract revenue | 460 | 1,293 |
| Sales of computer hardware and related products | - | 205 |
| Provision of fintech resources services | | |
| - Secondment services | 6,844 | 10,020 |
| - Placement services | 1,577 | 1,600 |
| | 42,803 | 41,068 |
| Timing of revenue recognition | | |
| A point in time | 30,448 | 18,746 |
| Over time | 12,355 | 22,322 |
| | 42,803 | 41,068 |

Performance obligations for contracts with customers

Details of performance obligations for contracts with customers are set out in Note 4(r).

Annual Report 2025 119

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

9. REVENUE (CONTINUED)

Transaction price allocated to the remaining performance obligation for contracts with customers

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at 30 November 2025 and 2024 and expected timing of recognising revenue are as follows:

Provision of maintenance services
2025 HK$’000	2024 HK$’000
-	614

Within one year

The Group has applied the practical expedient in paragraph 121 of HKFRS 15 to its revenue contracts of (i) provision of fintech secondment services and (ii) contract revenue such that the above information does not include information about revenue that the Group will be entitled to when it satisfies the remaining performance obligations under the revenue contracts of (i) provision of fintech secondment services and (ii) contract revenue that had an original expected duration of one year or less.

10. OTHER GAINS AND LOSSES, NET

	2025 HK$’000	2024 HK$’000
Bank interest income	5	20
Write-off of property, plant and equipment	(65)	-
Fair value change on financial assets at FVTPL	3,738	(417)
Net exchange difference	(4)	7
Gain on lease early termination	4	-
Fair value change in contingent consideration receivables	683	8
Others	258	26
	4,619	(356)

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

11. FINANCE COSTS

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Imputed interest expenses on promissory notes | 1,610 | 1,423 |
| Interest expenses on lease liabilities | 33 | 6 |
| | 1,643 | 1,429 |

12. PROFIT/(LOSS) BEFORE TAX

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Profit/(loss) before tax arrived at after charging/(crediting): | | |
| Auditor's remuneration | | |
| - Audit services | 530 | 530 |
| - Non-audit services | - | - |
| Amortisation of other intangible assets (Note 22) | - | 236 |
| Depreciation on property, plant and equipment (Note 19) | 49 | 82 |
| Depreciation on right-of-use assets (Note 20) | 356 | 27 |
| Directors' and chief executives emoluments (Note 16) | 764 | 900 |
| Cost of computer hardware and related products sold | - | 158 |
| Expenses relating to short-term lease | 270 | 301 |

13. INCOME TAX EXPENSE

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Current tax | | |
| Hong Kong Profits Tax: | | |
| - Provision for the year | 135 | - |

Annual Report 2025 121

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

13. INCOME TAX EXPENSE (CONTINUED)

Under the two-tiered profits tax rates regime, the first HK$2 million of profits of the qualifying group entity established in Hong Kong will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. The profits of Group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.

No provision for Hong Kong Profits Tax has been made in the consolidated financial statements during the year ended 30 November 2024 since the Group's Hong Kong entities have sufficient tax losses brought forward to set off against their assessable profit or no assessable profit during the year ended 30 November 2024.

No overseas profits tax has been calculated for the entities of the Group that are incorporated in Bermuda and the BVI as it is exempted from profit tax for the years ended 30 November 2025 and 2024.

The income tax expense for the year can be reconciled to the profit/(loss) before tax to the consolidated statement of profit or loss and other comprehensive income as follows:

| Profit/(loss) before tax | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| Tax at Hong Kong Profits Tax rate of 16.5% | 935
(1,248) | (1,292)
(6) |
| Tax effect of income that is not taxable | 210 | 229 |
| Tax effect of expenses that are not deductible | (209) | 604 |
| Tax effect of unrecognised temporary differences | (462) | (665) |
| Tax effect of utilisation of tax losses not previously recognised | 912 | 1,130 |
| Tax effect of tax losses not recognised | (3) | – |
| Income tax expense for the year | 135 | – |

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

14. EARNINGS/(LOSS) PER SHARE

The calculation of the basic and diluted earnings/(loss) per share attributable to the owners of the Company is based on the following data:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Profit/(loss)
Profit/(loss) for the purpose of basic and diluted earnings/(loss)
per share attributable to owners of the Company | 6,132 | (7,529) |

(a) Basic earnings/(loss) per share

	2025	2024
Number of shares
Weighted average number of shares for the purpose of basic earnings/(loss) per share	498,826,912	475,813,216

(b) Diluted earnings/(loss) per share

	2025	2024
Number of shares
Weighted average number of ordinary shares for the purpose of basic earnings/(loss) per share	498,826,912	475,813,216
Effect of dilutive potential ordinary share arising from convertible preference shares	100,515,704	-
Number of shares for the purpose of diluted earnings/(loss) per share	599,342,616	475,813,216

Diluted loss per share has not been presented as there was no dilutive potential ordinary share of the Company outstanding as at 30 November 2024.

Annual Report 2025
123

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

15. DIVIDENDS

The directors of the Company do not recommend the payment of any dividend in respect of the year ended 30 November 2025 (2024: Nil).

16. DIRECTORS' AND CHIEF EXECUTIVE'S EMOLUMENTS

The emoluments, pension and compensation arrangements paid/payable to the directors and the chief executive officer for their services on the Company were as follows:

2025:	Note	Director's fee	Salaries and allowances	Contribution to pension scheme	Total
HK$'000	HK$'000	HK$'000	HK$'000
Executive Directors
Mr. Ka Lun Hwa	(i)	104	-	-	-
Mr. Jinzhao Huang		240	-	-	-
Independent Non-executive Directors
Mr. Wai Hing Chau		180	-	-	-
Mr. Hoi Yuen Ng		120	-	-	-
Ms. Ouyang Cai		120	-	-	-
		764	-	-	-

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

16. DIRECTORS' AND CHIEF EXECUTIVE'S EMOLUMENTS (CONTINUED)

The emoluments, pension and compensation arrangements paid/payable to the directors and the chief executive officer for their services on the Company were as follows: (Continued)

	Note	Director's fee HK$'000	Salaries and allowances HK$'000	Contribution to pension scheme HK$'000	Total HK$'000
2024: Executive Directors
Mr. Ka Lun Hwa	(i)	240	-	-	240
Mr. Jinzhao Huang		240	-	-	240
Independent Non-executive Directors
Mr. Wai Hing Chau		180	-	-	180
Mr. Hoi Yuen Ng		120	-	-	120
Ms. Ouyang Cai		120	-	-	120
		900	-	-	900

Note:
(i) Mr. Ka Lun Hwa resigned as executive director on 6 May 2025.

During the years ended 30 November 2025 and 2024, no bonus was paid to the directors and chief executive officer. No directors and chief executive officer waived or agreed to waive any remuneration during the years ended 30 November 2025 and 2024. In addition, no emoluments were paid by the Group to the directors and chief executive officer as an inducement to join, or upon joining the Group, or as compensation for loss of office during the years ended 30 November 2025 and 2024.

Save for disclosed in Note 36 to the consolidated financial statements, no other significant transactions, arrangements and contracts in relation to the Group's business to which the Company was a party and in which a director of the Company and the director's connected party had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year.

Annual Report 2025
125

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

17. INDIVIDUALS WITH HIGHEST EMOLUMENTS

The five individuals with the highest emoluments in the Group include no director (2024: Nil) whose emoluments are reflected in analysis presented in Note 16. The emoluments of the remaining 5 (2024: 5) individuals were as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Basic salaries and allowances | 2,318 | 2,521 |
| Contribution to mandatory provident fund | 40 | 87 |
| | 2,358 | 2,608 |

The emoluments of the 5 (2024: 5) individuals with the highest emoluments are within the following band:

	2025	2024
Nil to HK$1,000,000	5	5

During the years ended 30 November 2025 and 2024, no bonus was paid to the five highest paid individuals of the Group. No emoluments were paid by the Group to any of the five highest paid individuals as an inducement to join, or upon joining the Group, or as a compensation for loss of office during the years ended 30 November 2025 and 2024.

18. EMPLOYEE BENEFITS

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Staff costs (excluding directors' emoluments) | | |
| - salaries and allowances | 10,859 | 15,486 |
| - retirement benefit costs | 442 | 447 |
| - commission expenses | 333 | 321 |
| | 11,634 | 16,254 |

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

18. EMPLOYEE BENEFITS (CONTINUED)

Retirement Benefit Scheme

The Group operates a Mandatory Provident Fund Scheme (the "MPF Scheme") under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees employed under the jurisdiction of the Hong Kong Employment Ordinance. The MPF scheme is a defined contribution retirement plan administered by independent trustees. Under the MPF Scheme, the employer and its employees are each required to make contributions to the plan at 5% of the employees' relevant income, subject to a cap of monthly relevant income of HK$30,000. Contributions to the plan vest immediately. During the years ended 30 November 2025 and 2024, the Group had no forfeited contributions under the MPF Scheme utilised to reduce the existing levels of contributions.

19. PROPERTY, PLANT AND EQUIPMENT

	Leasehold improvements HK$’000	Furniture and fixtures HK$’000	Office equipment HK$’000	Total HK$’000
Cost:
As at 1 December 2023, 30 November 2024 and 1 December 2024	71	632	6,327	7,030
Write-off	(71)	(96)	(32)	(199)
As at 30 November 2025	-	536	6,295	6,831
Accumulated depreciation and impairment losses:
As at 1 December 2023	-	570	6,264	6,834
Charge for the year	18	25	39	82
As at 30 November 2024 and 1 December 2024	18	595	6,303	6,916
Charge for the year	16	22	11	49
Write-off	(34)	(81)	(19)	(134)
As at 30 November 2025	-	536	6,295	6,831
Net book value:
As at 30 November 2025	-	-	-	-
As at 30 November 2024	53	37	24	114

Annual Report 2025
127

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

20. RIGHT-OF-USE ASSETS/LEASE LIABILITIES

Right-of-use assets

| | Leased premises
HK$’000 | Office equipment
HK$’000 | Total
HK$’000 |
| --- | --- | --- | --- |
| As at 1 December 2023 | – | 91 | 91 |
| Addition | 608 | – | 608 |
| Depreciation | – | (27) | (27) |
| As at 30 November 2024 and 1 December 2024 | 608 | 64 | 672 |
| Early termination of lease | – | (40) | (40) |
| Depreciation | (332) | (24) | (356) |
| As at 30 November 2025 | 276 | – | 276 |
| | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| Depreciation of right-of-use assets | 356 | 27 |
| Interest expenses on lease liabilities (included in finance costs) | 33 | 6 |
| Gain on lease early termination | (4) | – |
| Expenses relating to short-term lease
(included in administrative expense) | 270 | 301 |

Lease contracts are entered into for fixed term of 2 years (2024: 2 to 5 years). Lease terms are negotiated on an individual basis and contain different terms and conditions. In determining the lease term and assessing the length of the non-cancellable period, the Group applies the definition of a contract and determines the period for which the contract is enforceable.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

20. RIGHT-OF-USE ASSETS/LEASE LIABILITIES (CONTINUED)

Lease liabilities

	At 30 November 2025		At 30 November 2024
	Minimum lease payment HK$’000	Present value of minimum lease payment HK$’000	Minimum lease payment HK$’000	Present value of minimum lease payment HK$’000
No later than 1 year	293	285	384	351
Later than 1 year and no later than 5 years	-	-	336	326
Total future minimum lease payment	293	285	720	677
Less: total future interest expenses	(8)	N/A	(43)	N/A
Present value of lease liabilities	285	285	677	677
Less: Amount due from settlement no later than one year		(285)		(351)
Amount due from settlement after one year		-		326
Analysed by:
Office equipment		-		69
Leased premises		285		608
Total		285		677

The incremental borrowing rates applied to lease liabilities are ranged from 6.36% (2024: 6.36% to 6.48%).

Annual Report 2025 129

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

21. GOODWILL

HK$'000

Cost:

As at 1 December 2023 1,100
Arising on acquisition of subsidiaries (Note 32) 405
As at 30 November 2024, 1 December 2024 and 30 November 2025 1,505

Accumulated impairment:

As at 1 December 2023 -
Impairment loss recognised for the year 1,100
As at 30 November 2024, 1 December 2024 and 30 November 2025 1,100

Carrying amount:

As at 30 November 2025 405
As at 30 November 2024 405

The following is a summary of goodwill allocation to the Group's cash generating units as at 30 November 2025 and 2024:

	2025	2024
	HK$'000	HK$'000
Provision of fintech resources within the supporting services segment ("Fintech CGU")	-	-
Provision of professional service within the supporting services segment ("Service CGU")	405	405
	405	405

The recoverable amounts of the Fintech CGU and the Services CGU (collectively referred to as the "CGUs") are determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated long-term growth rates.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

21. GOODWILL (CONTINUED)

The following table sets out the key assumptions for the value-in-use calculation:

	Service CGU		Fintech CGU
Items	2025	2024	2024
Long-term growth rate	0%	2.5%	2.5%
Pre-tax discount rate	18.1%	20.2%	16.6%
Revenue growth rate	2%	2%	2.5%
EBITDA margin	3.38%	1.1%	0.5%

Management determined that revenue growth rate is based on past performance and management's expectations on market development. The estimated long-term growth rates does not exceed the long term average growth rate for the industry and the jurisdiction in which the CGUs currently operate. The pre-tax discount rate reflects current market assessments of the time value of money and specific risks relating to the CGUs. Management determined the earning before income tax, finance cost, depreciation and amortization ("EBITDA margin") based on past performance and its expectations regarding market development.

As at 30 November 2025, the Group assessed the recoverable amount of the Service CGU amounting to approximately HK$6,039,000 (2024: HK$1,709,000), which is higher (2024: higher) than its carrying amount. Accordingly, no impairment loss was considered necessary for the Service CGU for the years ended 30 November 2025 and 2024.

As at 30 November 2024, the Group assessed the recoverable amount of the Fintech CGU amounting to approximately HK$308,000, which is lower than the carrying amount. Accordingly, an impairment loss on goodwill of approximately HK$1,100,000 was recognised in the Group's consolidated statement of profit or loss and other comprehensive income for the year ended 30 November 2024.

Annual Report 2025
131

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

22. OTHER INTANGIBLE ASSETS

	Capitalised development cost (internally generated)
	HK$'000
Cost
At 1 December 2023, 30 November 2024, 1 December 2024 and 30 November 2025	354
Accumulated amortisation
1 December 2023	118
Amortisation for the year	236
At 30 November 2024, 1 December 2024 and 30 November 2025	354
Carrying amount
At 30 November 2025	-
At 30 November 2024	-

The Group has incurred research and development expenses of approximately HK$1,097,000 (2024: HK$2,385,000), which are included in software research and development and operating expenses in the consolidated statement of profit or loss and other comprehensive income during the year ended 30 November 2025.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

23. TRADE AND OTHER RECEIVABLES

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Trade receivables, gross | 22,107 | 22,287 |
| Less: allowance for ECL | (13,699) | (15,007) |
| Trade receivables, net | 8,408 | 7,280 |
| Prepayments | 1,443 | 1,597 |
| Deposits | 298 | 392 |
| Other receivables (Note (i) and (ii)) | 2,017 | 389 |
| Less: allowance for ECL | (484) | - |
| | 11,682 | 9,658 |

Note:

(i) A balance of approximately HK$389,000 (2024: HK$389,000) included in other receivables represents the amount due from non-controlling interest of subsidiaries. As at 30 November 2025, the amount due is unsecured, interest-free and repayable on demand.

(ii) A balance of HK$1,000,000 (2024: HK$Nil) included in other receivables represents consideration receivables for the Acquisition (as defined in Note 32), which is reclassified from contingent consideration receivables.

The Group maintains a defined credit policy to assess the credit quality of each counterparty. The collection is closely monitored to minimise any credit risk associated with these trade receivables. The Group's trading terms with its customers are mainly based on credit. The Group allows a credit period range from 0 to 30 days (2024: 0 to 30 days) to its customers.

The following is an aged analysis of trade receivables, before net of allowance of ECL, presented based on invoice dates at the end of the reporting periods:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| 0 - 30 days | 4,321 | 1,069 |
| 31 - 60 days | 1,849 | 172 |
| 61 - 90 days | 942 | 483 |
| 91 - 180 days | 2,357 | 204 |
| 181 - 360 days | 1,000 | 497 |
| Over 360 days | 11,638 | 19,862 |
| | 22,107 | 22,287 |

Details of impairment assessment of trade and other receivables are set out in Note 6(c).

Annual Report 2025 133

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

24. CONTINGENT CONSIDERATION RECEIVABLES

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Contingent consideration receivables | - | 317 |

Details of the contingent consideration receivables are set out in Note 32.

25. FINANCIAL ASSETS AT FVTPL

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Equity securities held for trading at market value:
– Listed in Hong Kong | 8,259 | 4,491 |

The equity securities listed in Hong Kong are held for trading purpose and are measured at FVTPL in accordance with HKFRS 9. The investments in listed equity securities that offer the Group the opportunity for return through dividend income and fair value gains. They have no fixed maturity or coupon rate. The fair values of listed securities are based on current bid prices.

26. CASH AND CASH EQUIVALENTS

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Bank balances | 16,564 | 11,491 |
| Cash on hand | - | 3 |
| | 16,564 | 11,494 |

Bank balances carry interest at market rates which range from 0.001% to 0.025% (2024: 0.25% to 0.375%) per annum for year ended 30 November 2025.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

27. SHARE CAPITAL

Authorised and issued share capital

	2025		2024
	Number of shares	Amount HK$’000	Number of shares	Amount HK$’000
Authorised:
Ordinary shares
Ordinary shares of HK$0.1 each
At the beginning and the end of the year	9,000,000,000	900,000	9,000,000,000	900,000
Non-voting convertible preference shares
Non-voting convertible preference shares of HK$0.1 each
At the beginning and the end of the year	1,000,000,000	100,000	1,000,000,000	100,000
Issued and fully paid:
Ordinary shares
Ordinary shares of HK$0.1 each
At the beginning of the year	475,813,216	47,581	475,813,216	47,581
Conversion of convertible preference shares (note (i))	123,529,400	12,353	-	-
At the end of the year	599,342,616	59,934	475,813,216	47,581
Non-voting convertible preference shares
Non-voting convertible preference shares of HK$0.1 each
At the beginning of the year	123,529,400	12,353	123,529,400	12,353
Conversion of convertible preference shares (note (i))	(123,529,400)	(12,353)	-	-
At the end of the year	-	-	123,529,400	12,353
		59,934		59,934

Convertible preference shares

The holders of the convertible preference shares ("CPSs") shall have no right to attend or vote at general meetings of the Company, unless a resolution is proposed to vary the rights attached to the CPSs or a resolution is proposed for the winding up of the Company. Subject to compliance with applicable terms, holders of CPSs shall not be entitled to any dividend or distribution except for a return of capital upon liquidation of the Company.

Annual Report 2025

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

27. SHARE CAPITAL (CONTINUED)

Convertible preference shares (Continued)

Each of the CPSs, without a maturity date, is convertible into one ordinary share of the Company at no additional consideration. Conversion of CPSs into ordinaries shares of the Company, which has no expiry date, can be made at any time after the issuance of the CPSs by serving not less than 15 days' prior written notice to the Company. The Company may redeem the CPSs in whole or in part at the par value at its option at any time during the conversion period.

Convertible preference shares were equity instruments of the Company and measured at initial recognition at fair value of HK$0.123 per share based on the quoted price of the Company's ordinary shares as at that date.

Note:

(i) On 24 September 2025, the 123,529,400 CPSs of HK$0.1 each have been converted to 123,529,400 ordinary shares of the Company of HK$0.1 each at no consideration. All these new ordinary shares ranked pari passu in all respects with the existing shares of the Company.

28. PROMISSORY NOTES

(a) On 28 November 2019, a promissory note (the "PN 1") was issued by the Company in favour of Active Investments Capital Limited ("Active Investments"), a company wholly owned by Mr. Samson Chi Yang Hui ("Mr. Hui") (the former chief executive officer of the Company, the brother of Mr. Joseph Chi Ho Hui (the former chairman and former executive director of the Company) and the spouse of Ms. Clara Hiu Ling Lam (the former executive director of the Company)) with a principal amount of HK$8,000,000 denominated in Hong Kong Dollar. The purpose of the note was to provide sufficient working capital to cope with the Group's development plan and improve the financial position of the Group. The PN 1 bore no interest and was matured on 1 March 2021.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

28. PROMISSORY NOTES (CONTINUED)

(b) On 26 November 2020, the Company signed an extension agreement of the PN 1 with Active Investments modifying the terms to extend the maturity date from 1 March 2021 to 1 June 2022. The extension of the PN 1 is considered as a substantial modification. As a result, PN 1 with a carrying amount of approximately HK$7,677,000 was derecognised and the modified promissory note ("PN 2") was recognised at its fair value of approximately HK$6,144,000 at the date of the modification. The difference of approximately HK$1,533,000 between the carrying amount of the PN 1 and the fair value of the PN 2 was recognised as a gain on derecognition of the promissory note in the consolidated statement of profit or loss and other comprehensive income during the year ended 30 November 2020. The fair value of the PN 2 with an extended maturity date are determined by the directors of the Company based on the valuation prepared by an independent qualified professional valuer to the Group.

(c) On 26 November 2020, another new promissory note (the "PN 3") was issued by the Company in favour of Active Investments with the principal amount of HK$3,000,000 and denominated in Hong Kong Dollar for the purpose of providing sufficient working capital to cope with the Group's development plan and improving the financial position of the Group. The PN 3 bore no interest and was matured on 1 June 2022.

(d) On 29 November 2021, the Company signed extension agreements of the PN 2 and PN 3 (collectively referred to as "2020 PNs") with Active Investments modifying the terms to extend the maturity date from 1 June 2022 to 1 June 2023. The extension of the 2020 PNs was considered as a substantial modification. As a result, 2020 PNs with a carrying amount of HK$10,068,000 was derecognised and the modified promissory notes with extended maturity ("2021 PNs") were recognised at their fair values of HK$8,513,000 in total at the date of the modification. A difference of approximately HK$1,555,000 between the carrying amount of the 2020 PNs and the fair value of the 2021 PNs was recognised as a gain on derecognition of the promissory notes in the consolidated statement of profit or loss and other comprehensive income during the year ended 30 November 2021. The fair values of the 2021 PNs are determined by the directors of the Company based on the valuation prepared by an independent qualified professional valuer to the Group.

(e) On 29 November 2022, another new promissory note (the "2022 PN 1") was issued by the Company in favour of Active Investments with the principal amount of HK$2,000,000 and denominated in Hong Kong Dollar for the purpose of providing sufficient working capital to cope with the Group's development plan and improving the financial position of the Group. The 2022 PN 1 shall bear no interest and will be matured on 1 June 2024. The difference of approximately HK$365,000 between the fair value of the 2022 PN 1 at initial recognition and the principal amount of 2022 PN 1 was recognised in the consolidated statement of profit or loss and other comprehensive income during the year ended 30 November 2022.

Annual Report 2025
137

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

28. PROMISSORY NOTES (CONTINUED)

(f) On 29 November 2022, the Company signed an extension agreement of the 2021 PNs with Active Investments modifying the terms to extend maturity date from 1 June 2023 to 1 June 2024. The extension of the 2021 PNs is considered as substantial modification. As a result, 2021 PNs with a carrying amount of HK$10,097,000 was derecognised and the modified promissory notes with extended maturity ("2022 PNs 2") were recognised at their fair values of HK$9,527,000 in total at the date of the modification. A variance of approximately HK$570,000 between the carrying amount of the 2021 PNs and the fair value of the 2022 PNs 2 was recognised as a gain on derecognition of promissory note in the consolidated statement of profit or loss and other comprehensive income during the year ended 30 November 2022. The fair values of the 2022 PNs 2 are determined by the directors of the Company based on the valuation prepared by an independent qualified professional valuer to the Group.

(g) On 28 August 2023, another new promissory note (the "2023 PN 1") was issued by the Company in favour of Active Investments with a principal amount of HK$2,500,000 denominated in Hong Kong Dollar for the purpose of providing sufficient working capital to cope with the Group's development plan and improving the financial position of the Group. The 2023 PN 1 shall bear no interest and will be matured on 1 June 2025. A variance of approximately HK$458,000 between the fair value at initial recognition and the principal amount of 2023 PN 1 was recognised in the consolidated statement of profit or loss and other comprehensive income during the year ended 30 November 2023.

(h) On 22 September 2023, the Company signed an extension agreement of the 2022 PNs 2 with Active Investments modifying the terms to extend the maturity date from 1 June 2024 to 1 June 2025. The extension of the 2022 PNs 2 is considered as a non-substantial modification. A HK$945,000 variance between the carrying amount of the 2022 PNs 2 immediately before the modification and the present value of modified future cash flows of the 2022 PNs 2 discounted at the original effective interest rate was recognised as gain on modification of promissory notes in the consolidated statement of profit or loss and other comprehensive income during the year ended 30 November 2023.

(i) On 22 September 2023, the Company signed an extension agreement of the 2022 PN 1 with Active Investments modifying the terms to extend the maturity date from 1 June 2024 to 1 June 2025. The extension of the 2022 PN 1 is considered as substantial modification. As a result, 2022 PN 1 with a carrying amount of approximately HK$1,824,000 was derecognised and the modified promissory notes with extended maturity ("2023 PN 2") were recognised at their fair values of approximately HK$1,639,000 at the date of the modification. A variance of approximately HK$185,000 was recognised as a gain on derecognition of promissory note in the consolidated statement of profit or loss and other comprehensive income during the year ended 30 November 2023.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

28. PROMISSORY NOTES (CONTINUED)

(i) On 29 May 2025, the Company signed an extension agreement of the 2022 PNs 2, 2023 PN 2 and 2023 PN 1 with Active Investments modifying the terms to extend maturity date from 1 June 2025 to 1 June 2027. The extension of the 2022 PNs 2, 2023 PN 2 and 2023 PN 1 are considered as substantial modification. As a result, 2022 PNs 2, 2023 PN 2 and 2023 PN 1 with a total carrying amounts of HK$15,500,000 were derecognised and the modified promissory notes with extended maturity ("2025 PN") were recognised at their fair values of HK$11,752,000 in total at the date of the modification. A variance of approximately HK$3,748,000 were recognised as a gain on derecognition of promissory notes in the consolidated statement of profit or loss and other comprehensive income during the year ended 30 November 2025.

The movement in promissory notes during the years ended 30 November 2025 and 2024 are as follows:

| | 2022 PNs 2
HK$'000 | 2023 PN 2
HK$'000 | 2023 PN 1
HK$'000 | 2025 PN
HK$'000 | Total
HK$'000 |
| --- | --- | --- | --- | --- | --- |
| At 1 December 2023 | 9,528 | 1,676 | 2,103 | - | 13,307 |
| Imputed interest charged | 958 | 209 | 256 | - | 1,423 |
| At 30 November 2024 and
1 December 2024 | 10,486 | 1,885 | 2,359 | - | 14,730 |
| Modified promissory
notes recognised | - | - | - | 11,752 | 11,752 |
| Imputed interest charged | 514 | 115 | 141 | 840 | 1,610 |
| Derecognition | (11,000) | (2,000) | (2,500) | - | (15,500) |
| At 30 November 2025 | - | - | - | 12,592 | 12,592 |
| Effective interest rate | 10.03% | 12.47% | 12.18% | 14.84% | |

29. DEFERRED TAX ASSETS

Deferred tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax benefit through future taxable profits is probable. As at 30 November 2025, no deferred tax asset has been recognised in respect of the unused tax losses and other deductible temporary differences of approximately HK$50,338,000 (2024: HK$47,611,000) and HK$17,593,000 (2024: HK$18,862,000) respectively due to the unpredictability of future profit streams. The unrecognised tax losses may be carried forward indefinitely.

Annual Report 2025 139

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

30. TRADE AND OTHER PAYABLES AND ACCRUALS

| | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| Trade payables | 9,041 | 870 |
| Accruals (Note (a)) | 1,874 | 1,663 |
| Other payables (Note (b)) | 6,000 | 6,050 |
| | 16,915 | 8,583 |

Notes:

(a) The amount mainly represents accrued salaries, bonuses and sales commissions amounting to approximately HK$893,000 (2024: HK$1,397,000).

(b) A balance of approximately HK$6,000,000 (2024: HK$6,050,000) included in other payables represents an amount due to Active Investments. As at 30 November 2025 and 2024, the amounts due are unsecured, interest-free and repayable on demand.

The following is an aging analysis of trade payables, based on the invoice dates:

| | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| 0-60 days | 8,171 | – |
| Over 365 days | 870 | 870 |
| | 9,041 | 870 |

The average credit period granted by suppliers is normally within 60-180 days (2024: 60-180 days).

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

31. CONTRACT LIABILITIES

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Provision of maintenance services | - | 735 |
| Computer software licenses leasing | 900 | 1,525 |
| Provision of fintech resources services | 252 | 314 |
| | 1,152 | 2,574 |

The movement of contract liabilities during the years are as follow:

	HK$'000
As at 1 December 2023	6,466
Increase in contract liabilities as a result of consideration received from customers over the amounts of revenue recognised	1,658
Decrease in contract liabilities as a result of revenue recognised that was included in the contract liabilities balance at the beginning of the year	(5,550)
As at 30 November 2024 and 1 December 2024	2,574
Increase in contract liabilities as a result of consideration received from customers over the amounts of revenue recognised	352
Decrease in contract liabilities as a result of revenue recognised that was included in the contract liabilities balance at the beginning of the year	(1,774)
As at 30 November 2025	1,152

The decrease in contract liabilities was mainly due to increase in the amount of revenue recognised arising from computer software licenses leasing that was included in the contract liabilities at the beginning of the year (2024: the increase in the amount of revenue recognised arising from provision of maintenance services) during the year ended 30 November 2025.

Typical payment terms which have impact on the amount of contract liabilities recognised are as follows:

Annual Report 2025
141

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

31. CONTRACT LIABILITIES (CONTINUED)

Provision of maintenance services, computer software licenses leasing and provision of fintech resources services

When the Group receives a deposit before providing the maintenance services, computer software licenses leasing and fintech resources services, this will give rise to contract liabilities. The contract liabilities will be recognised as revenue when the Group fulfills the contract's performance obligation.

The amount of contract liabilities expected to be recognised as revenue after one year is approximately HK$900,000 (2024: HK$1,251,000). All of the other contract liabilities are expected to be recognised as income within one year.

32. ACQUISITION OF SUBSIDIARIES

In May 2024, the Company and independent third parties (the "Vendors") entered into the acquisition agreement and the supplementary agreement (the "Acquisition"), pursuant to which the Company has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the 51% of the issued shares of Global Platforms Limited ("Global") at a cash consideration of HK$950,000. Global directly owns the entire equity interests in Lazy Pig Holdings Limited and indirectly owns the entire equity interests in Dream Global Holdings Limited, Libra Appraisal Limited and Infinity Advisory Limited (collectively referred to as the "Target Group"). The Target Group is principally engaged in provision of valuation service, consultancy service, environmental, social and governance and sustainability service, internal control and risk advisory services. The Acquisition was made by the Group to expand, explore and capitalise in the new market of the supporting services business, which diversifies its revenue streams and strengthen its financial position. The Acquisition was completed on 31 May 2024.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

32. ACQUISITION OF SUBSIDIARIES (CONTINUED)

Consideration	HK$'000
- Cash consideration	950
- Contingent consideration receivables (note a)	(309)
Total	641

note:

(a) Based on the acquisition agreement and the supplementary agreement, if the actual consolidated net profit after tax of the Target Group is less than HK$500,000 ("Guaranteed Profit") and actual consolidated revenue is less than HK$3,000,000 ("Guaranteed Revenue") respectively after 12 months from the completion of the Acquisition, the Vendors shall pay the Company two times the amount of such shortfall in cash (the "Contingent Consideration Receivables") within five business days upon the Company serving a written notice or on such other dates as the Vendors and the Company may from time to time mutually agree in writing. The fair value of the Contingent Consideration Receivables of approximately HK$309,000 was initially recognised at the date of Acquisition and the fair value of the Contingent Consideration Receivable was adjusted to approximately HK$317,000 as at 30 November 2024.

During the year ended 30 November 2025, the actual consolidated revenue and the actual consolidated net loss after tax of the Target Group after 12 months from the completion of the Acquisition were accumulated to approximately HK$15,220,000 and HK$333,000 respectively. As a result, the Vendors shall pay the Group a compensation of approximately HK$1,000,000, being an amount equivalent to two times the amount of shortfall in respect of the Guaranteed Profit, and the fair value of the Contingent Consideration Receivables was adjusted to HK$1,000,000 and reclassified to other receivables after 12 months from the completion of the Acquisition.

The Contingent Consideration Receivables represent the fair value of the Guaranteed Revenue and the Guaranteed Profit in accordance with the relevant agreements for the Acquisition, which is estimated by International Valuation Limited, an independent qualified professional valuer. As at the date of the Acquisition, the fair value of the Contingent Consideration Receivables were estimated by applying income approach on the estimated revenue and net profit after tax of the Target Group for the period within 12 months from the completion of the Acquisition.

The variables and assumptions used in computing the fair value of the Contingent Consideration Receivable are based on the management's best estimate. The fair value of the Contingent Consideration Receivable varies with different variables of certain subjective assumptions.

Annual Report 2025 143

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

32. ACQUISITION OF SUBSIDIARIES (CONTINUED)

The fair value of the assets acquired and liabilities recognised of the Target Group at the date of the Acquisition
HK$'000

Bank balances 89
Amount due from a shareholder 389
Amount due to a director (15)
Net identifiable assets acquired 463

Goodwill arising on the Acquisition:

HK$'000

Total consideration 641
Add: non-controlling interests 227
Less: recognised amounts of net assets acquired (463)
Goodwill arising on the Acquisition 405

Net cash outflow on the Acquisition

HK$'000

Cash consideration paid (950)
Less: cash and cash equivalents balances acquired 89

(861)

Goodwill arose on the Acquisition mainly represents significant future prospect and the business value of the Target Group.

None of the goodwill arising on the Acquisition is expected to be deductible for tax purpose.

The non-controlling interests in the Target Group of approximately HK$227,000 recognised at the Acquisition date was measured with reference to the non-controlling interests' proportionate share of the fair value of net assets of the Target Group at that date.

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

32. ACQUISITION OF SUBSIDIARIES (CONTINUED)

Since the Acquisition, the Target Group contributed approximately HK$14,010,000 to the consolidated revenue and HK$612,000 to the consolidated loss for the year ended 30 November 2024 respectively. Had the Acquisition taken place at the beginning of the year, the pro forma consolidated revenue of the Group and the pro forma consolidated loss of the Group for the year ended 30 November 2024 would have been approximately HK$41,185,000 and HK$7,757,000, respectively. The proforma information is for illustrative purposes only and is not necessarily an indication of the consolidated revenue and consolidated loss after tax of the Group that actually would have been achieved had the Acquisition been taken place at the beginning of the year, nor is intended to be a projection of future results.

33. CAPITAL RISK MANAGEMENT

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern and to maximise the return to the shareholders through the optimisation of the debt and equity balance. The Group reviews the capital structure frequently by considering the cost of capital and the risks associated with each class of capital. The Group will balance its overall capital structure through the payment of dividends, new share issues and share buy-backs as well as the issue of new debts, redemption of existing debts or selling assets to reduce debts.

The externally imposed capital requirements for the Group is that in order to maintain its listing on the Stock Exchange, it must have a public float of at least 25% of the shares. During the year ended 30 November 2023, the Group did not satisfy the minimum public float requirement of 25% as set out in Rule 11.23(7) of the GEM Listing Rules due to a mandatory cash offer by a substantial shareholder of the Group. However, the Group obtained a temporary waiver from strict compliance with Rule 11.23(7) of the GEM Listing Rules issued by Stock Exchange for the period from 3 November 2023 to 1 December 2023 (the "Waiver Period"). During the Waiver Period, the Group satisfied the public float requirement following the disposal of certain shares on market by the substantial shareholder of the Group. Save as disclosed above, the Group complied with the minimum public float requirement during the years ended 30 November 2025 and 2024.

The Group monitors its capital structure on the basis of gearing ratio. The Group's gearing ratio as at 30 November 2025 is 83.6% (2024: 97.9%), which is calculated by dividing total liabilities of approximately HK$31,079,000 (2024: HK$26,578,000) by the total assets of approximately HK$37,186,000 (2024: HK$27,151,000).

There were no changes in the Group's approach to capital management during the year.

Annual Report 2025 145

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

34. STATEMENT OF FINANCIAL POSITION OF THE COMPANY

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Assets | | |
| Non-current asset | | |
| Investments in subsidiaries | 641 | 641 |
| Current assets | | |
| Prepayments and other receivables | 1,369 | 287 |
| Contingent consideration receivables | - | 317 |
| Cash and cash equivalents | 7 | 12 |
| Amounts due from subsidiaries | 1,228 | 7,008 |
| | 2,604 | 7,624 |
| Total assets | 3,245 | 8,265 |

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

STATEMENT OF FINANCIAL POSITION OF THE COMPANY (CONTINUED)

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Capital and reserves | | |
| Share capital | 59,934 | 59,934 |
| Reserves (Note 35) | (80,546) | (66,725) |
| Total deficit | (20,612) | (6,791) |
| Liabilities | | |
| Non-current liabilities | | |
| Promissory notes | 12,592 | - |
| Current liabilities | | |
| Promissory notes | - | 14,730 |
| Amount due to a subsidiary | 10,415 | - |
| Other payables and accruals | 850 | 326 |
| | 11,265 | 15,056 |
| Total liabilities | 23,857 | 15,056 |
| Total equity and liabilities | 3,245 | 8,265 |
| Net current liabilities | (8,661) | (7,432) |
| Total assets less current liabilities | (8,020) | (6,791) |
| Net liabilities | (20,612) | (6,791) |

Annual Report 2025
147

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

35. RESERVES OF THE COMPANY

| | Share premium
HK$’000 | Contributed surplus
HK$’000 | Special reserve
HK$’000 | Accumulated losses
HK$’000 | Total
HK$’000 |
| --- | --- | --- | --- | --- | --- |
| As at 1 December 2023 | 129,427 | 37,600 | 8,530 | (224,359) | (48,802) |
| Loss and total comprehensive loss for the year | – | – | – | (17,923) | (17,923) |
| As at 30 November 2024 and 1 December 2024 | 129,427 | 37,600 | 8,530 | (242,282) | (66,725) |
| Loss and total comprehensive loss for the year | – | – | – | (13,821) | (13,821) |
| As at 30 November 2025 | 129,427 | 37,600 | 8,530 | (256,103) | (80,546) |

36. MATERIAL RELATED PARTY TRANSACTIONS

Save as disclosed elsewhere in these consolidated financial statements, during the years ended 30 November 2025 and 2024, the Group had entered into the following material related party transactions:

Compensation of key management personnel

The remuneration of directors of the Company, senior management and certain of the highest paid employees of the Group were as follows:

| | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| Fees | 764 | 900 |
| Salaries, allowance and other benefits | 1,974 | 2,791 |
| Contribution to mandatory provident fund | 72 | 100 |
| | 2,810 | 3,791 |

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

37. PRINCIPAL SUBSIDIARIES

Details of the Company's principal subsidiaries as at 30 November 2025 and 2024 are as follows:

Name of subsidiary	Place of incorporation/ operation	Particulars of issued share capital	Proportion of nominal value of issued shares held by the Company Directly	Indirectly
abc Finreg (Hong Kong) Limited	Hong Kong	HK$300,000 ordinary shares	100%
(2024: 100%)	-	Sales of computer software, provision of maintenance services and sales of computer hardware
Canada Mortgage Limited	Hong Kong	HK$1 ordinary share	100%
(2024: 100%)	-	Inactive
abc Fintech Recruiters Limited	Hong Kong	HK$10,000 ordinary shares	100%
(2024: 100%)	-	Provision of fintech resources services
Leadership Solutions Limited	Hong Kong	HK$6 ordinary shares	-	100%
(2024: 100%)	Provision of fintech resources services
abc Fintech Solution Limited	Hong Kong	HK$1 ordinary share	100%
(2024: 100%)	-	Sales of computer software and provision of maintenance services
Global Platforms Limited	BVI	US$10,000 ordinary shares	51%
(2024: 51%)	-	Investment holding
Lazy Pig Holdings Limited	Hong Kong	HK$10,000 ordinary shares	-	51%
(2024: 51%)	Investment holding
Dream Global Holdings Limited	Hong Kong	HK$10,000 ordinary shares	-	51%
(2024: 51%)	Investment holding
Libra Appraisal Limited	Hong Kong	HK$1 ordinary share	-	51%
(2024: 51%)	Valuation service
Infinity Advisory Limited	Hong Kong	HK$100 ordinary shares	-	51%
(2024: 51%)	Consultancy service, ESG and sustainability services, internal control and risk advisory services

None of the subsidiaries issued debt securities during the years ended 30 November 2025 and 2024 or at the end of both reporting period.

Annual Report 2025
149

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

38. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

(a) Reconciliation of liabilities arising from financing activities

The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's consolidated statements of cash flows as cash flows from financing activities.

| | Promissory notes
HK$'000 | Lease liabilities
HK$'000 | Total
HK$'000 |
| --- | --- | --- | --- |
| As at 1 December 2023 | 13,307 | 95 | 13,402 |
| Cash flows | | | |
| – Repayment of lease liabilities and interest expense | – | (32) | (32) |
| Total changes from cash flows | – | (32) | (32) |
| Non-cash changes | | | |
| – Imputed interest expenses on promissory notes (Note 11) | 1,423 | – | 1,423 |
| – Addition of lease liabilities (Note 20) | – | 608 | 608 |
| – Interest expenses on lease liabilities (Note 11) | – | 6 | 6 |
| Total changes from non-cash changes | 1,423 | 614 | 2,037 |
| As at 30 November 2024 | 14,730 | 677 | 15,407 |

abc Multiactive Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

38. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

(a) Reconciliation of liabilities arising from financing activities (Continued)

| | Promissory notes
HK$’000 | Lease liabilities
HK$’000 | Total
HK$’000 |
| --- | --- | --- | --- |
| As at 1 December 2024 | 14,730 | 677 | 15,407 |
| Cash flows | | | |
| – Repayment of lease liabilities and interest expense | – | (381) | (381) |
| Total changes from cash flows | – | (381) | (381) |
| Non-cash changes | | | |
| – Imputed interest expenses on promissory notes (Note 11) | 1,610 | – | 1,610 |
| – Derecognition of promissory notes | (3,748) | – | (3,748) |
| – Early termination of lease | – | (44) | (44) |
| – Interest expenses on lease liabilities (Note 11) | – | 33 | 33 |
| Total changes from non-cash changes | (2,138) | (11) | (2,149) |
| As at 30 November 2025 | 12,592 | 285 | 12,877 |

(b) Major non-cash transaction

During the year ended 30 November 2024, the Group had additions to right-of-use assets and lease liabilities of approximately HK$608,000 and HK$608,000 respectively.

Annual Report 2025 151

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 November 2025

38. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

(c) Total cash outflow for lease

Amounts included in the consolidated statements of cash flow for lease comprise the following:

| | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| Within operating cash flows | 270 | 301 |
| Within financing cash flows | 381 | 32 |
| | 651 | 333 |

These amounts relate to the following:

| | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| Lease rental paid | 651 | 333 |

39. AUTHORISATION FOR ISSUE OF CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were approved and authorised for issue by the Board of Directors on 27 February 2026.

abc Multiactive Limited

FINANCIAL SUMMARY

Five Years Financial Summary

The following table summarised the audited results, assets and liabilities of the Group for the five years ended 30 November 2025, 2024, 2023, 2022 and 2021.

RESULTS

	Year ended 30 November
	2021
HK$’000
(Audited)	2022
HK$’000
(Audited)	2023
HK$’000
(Audited)	2024
HK$’000
(Audited)	2025
HK$’000
(Audited)
Revenue	62,357	60,244	26,203	41,068	42,803
(Loss)/profit for the year	15,640	9,110	(12,782)	(7,829)	5,534

Assets and Liabilities

	As at 30 November
	2021
HK$’000
(Audited)	2022
HK$’000
(Audited)	2023
HK$’000
(Audited)	2024
HK$’000
(Audited)	2025
HK$’000
(Audited)
Total assets	51,613	65,023	41,720	27,151	37,186
Total liabilities	(39,766)	(44,066)	(33,545)	(26,578)	(31,079)
Total (deficits)/equity	11,847	20,957	8,175	573	6,107

AI assistant

abc Multiactive Limited — Annual Report 2025

51286_rns_2026-03-31_184faa51-cad8-4749-8392-d7c01db08c44.pdf

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

Contents

Corporate Information

DIRECTORS

COMPANY SECRETARY

COMPLIANCE OFFICER

AUTHORISED REPRESENTATIVES

AUDIT COMMITTEE

REMUNERATION COMMITTEE

NOMINATION COMMITTEE

BERMUDA RESIDENT REPRESENTATIVE

REGISTERED OFFICE

HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS

BERMUDA PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

Corporate Information

PRINCIPAL BANKERS

STOCK CODE

WEBSITE

AUDITORS

Director's Statement

Financial Highlights

Management Discussion and Analysis

Performance Analysis

Financial Review

Management Discussion and Analysis

Operation Review

Financial Solutions services

Management Discussion and Analysis

Supporting services

Capital structure

Liquidity and Financial Resources

Pledge of Assets

Management Discussion and Analysis

Exposure to Fluctuations in Exchange Rates and Related hedges

Possible Risk Exposure

Risks which are relevant to the Group and its business

Risks which are relevant to the software industry

If the Group fails to attract and retain qualified personnel, its growth could be limited and its costs increased

Management Discussion and Analysis

The Group may be liable for defects or errors in the software solutions it develops

The Group's business may be adversely affected by the downturn of Hong Kong's economy or stock market owing to unforeseen circumstances

Financial risk

Treasury policy

Contingent Liabilities

Management Discussion and Analysis

Event after the Reporting Period

Litigation

Significant Investments

Material Acquisitions, Disposal of Subsidiaries and Affiliated Companies

Major Events

Employee and Remuneration Policy

Pension scheme

Management Discussion and Analysis

Prospects

Biographical Details of Directors and Senior Management

Executive Director

Independent Non-executive Directors

Biographical Details of Directors and Senior Management

Report of the Directors

Principal activities

Business review

Segment information

Results and appropriation

Property, plant and equipment

Share capital

Distributable reserves

Reserves

Report of the Directors

Pre-emptive rights

Permitted indemnity provision

Purchase, sale or redemption of the Company's listed securities

Directors

Report of the Directors

Directors' services contracts

Directors' interests in contracts

Management contracts

abc Multiactive Limited Annual Report 2025