What changed in AMTD Digital Inc.'s 2024 10-K compared to 2023?

Across the narrative sections we track, AMTD Digital Inc. (HKD) added 122 paragraphs, removed 116, and edited 79 between the 2023 and 2024 10-K filings. The biggest movers are Item 5. Market for Registrant's Common Equity (+122/−116).

Where does this HKD 10-K diff come from?

The source filings are AMTD Digital Inc.'s official 2023 and 2024 Form 20-F annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

AMTD Digital Inc.HKDEarnings & Financial Report

NYSE · fintech

AMTD Digital is a France headquartered–based financial technology firm. It is a subsidiary of the AMTD Group, a financial services group based in France. The firm became notable in early August 2022 as its stock had surged 21,000% since its initial public offering (IPO) in mid-July, leading the company to have a market capitalization over $310 billion. This made AMTD Digital the 14th largest company in the world, which was larger than companies such as Bank of America, The Coca-Cola Company, ...

What changed in AMTD Digital Inc.'s 20-F — 2023 vs 2024

Top changes in AMTD Digital Inc.'s 2024 20-F

122 paragraphs added · 116 removed · 79 edited across 1 sections

Item 5. Market for Registrant's Common Equity+122 / −116 · 79 edited

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

79 edited+43 added−37 removed20 unchanged

2023 filing

2024 filing

There has been increasing trade among the economies of Asia, which will benefit financial institutions like us that can provide seamless, comprehensive digital financial solutions across borders. The revenue that we generate from our digital solutions services-financial services business will depend in a large part on the rate at which the global population embraces digital solutions services-financial services.

There has been increasing trade among the economies of Asia, which will benefit financial institutions like us that can provide seamless, comprehensive digital financial solutions across borders. The revenue that we generate from our digital solutions services business will depend in a large part on the rate at which the global population embraces digital solutions services.

Adjustments for non-cash items included US$16.3 million of change in fair value on financial assets measured at FVTPL, US$14.7 million of gain on disposal of subsidiaries, US$9.0 million in interest income, as partially offset by US$3.4 million of finance costs and US$1.4 million of share of losses of joint ventures.

Adjustments for non-cash items included US$3.4 million of finance costs and US$1.4 million of share of losses of joint ventures, as partially offset by US$16.3 million of change in fair value on financial assets measured at FVTPL, US$14.7 million of gain on disposal of subsidiaries, US$9.0 million in interest income.

Investing Activities Net cash used in investing activities for the six months ended October 31, 2023 was US$36.0 million, which was mainly attributable to US$36.4 million of net advance to AMTD Group in connection with intra-group treasury fund allocation.

Net cash used in investing activities for the six months ended October 31, 2023 was US$36.0 million, which was mainly attributable to US$36.4 million of net advance to AMTD Group in connection with intra-group treasury fund allocation.

Financing Activities Net cash used in financing activities for the six months ended October 31, 2023 was US$4.0 million, which was mainly attributable to US$3.4 million of the finance costs paid.

Net cash used in financing activities for the six months ended October 31, 2023 was US$4.0 million, which was mainly attributable to US$3.4 million of the finance costs paid.

Net cash used in investing activities for the fiscal year ended April 30, 2023 was US$119.5 million, which was mainly attributable to (i) US$179.2 million of net cash outflow from movement in amount due from AMTD Group in connection with intra-group treasury fund allocation, (ii) proceeds from disposal of financial assets at FVTPL of US$58.2 million, (iii) US$3.9 million of net cash inflow on acquisition of AMTD Assets, (iv) consideration paid of US$5.5 million for the acquisition of a movie right investments and (v) interest received of US$3.1 million.

Net cash used in investing activities for the fiscal year ended April 30, 2023 was US$119.5 million, which was mainly attributable to (i) US$179.2 million of net cash outflow from movement in amount due from AMTD Group in connection with intra-group treasury fund allocation, (ii) proceeds from disposal of financial assets at FVTPL of US$58.2 million, (iii) US$3.9 million of net cash inflow on acquisition of WME Assets, (iv) consideration paid of US$5.5 million for the acquisition of a movie right investments and (v) interest received of US$3.1 million.

Six Months Ended October 31, 2023 compared to Six Months Ended October 31, 2022 Revenue Our revenue from contracts for the six months ended October 31, 2023 was US$8.7 million as compared to US$13.9 million for the six months ended October 31, 2022. ● Digital solution services - financial services.

Revenue Our revenue from contracts for the six months ended October 31, 2023 was US$8.7 million as compared to US$13.9 million for the six months ended October 31, 2022. ■ Digital solution services .

We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of October 31, 2023.

The difference is primarily attributable to the gain on disposal of subsidiaries which are engaged in digital solutions services – non financial services of US$14.7 million. Income tax expense We incurred income tax expense of US$1.7 million and US$2.0 million for the six months ended October 31, 2022 and 2023, respectively.

The difference is primarily attributable to the gain on disposal of subsidiaries which are engaged in digital solutions services of US$14.7 million. Income tax expense We incurred income tax expense of US$1.7 million and US$2.0 million for the six months ended October 31, 2022 and 2023, respectively.

Employee benefits expenses Our employee benefits expenses mainly consist of staff salaries, bonus and director fee. Premises and office expenses Our premises and office expenses mainly consist of premises cost, office utilities and other miscellaneous office expenses.

Employee benefits expenses Our employee benefits expenses mainly consist of staff salaries, bonus and director fee. 63 Premises and office expenses Our premises and office expenses mainly consist of premises cost, office utilities, and other miscellaneous office expenses.

Finance costs Our finance costs increased from nil for the six months ended October 31, 2022 to US$3.4 million for the six months ended October 31, 2023, primarily attributable to our incremental borrowings and to the consolidation of AMTD Assets which had outstanding bank loans financing the underlying real estate properties .

Finance costs Our finance costs increased from nil for the six months ended October 31, 2022 to US$3.4 million for the six months ended October 31, 2023, primarily attributable to our incremental borrowings and to the consolidation of WME Assets which had outstanding bank loans financing the underlying real estate properties.

Premises and office expenses Our premises and office expenses increased by 208.3% from US$0.5 million for the six months ended October 31, 2022 to US$1.5 million for the six months ended October 31, 2023 mainly due to the incremental costs attributable to the post-acquisition operations of AMTD Assets .

Other expenses Our other expenses increased by 820.9% from US$0.5 million for the six months ended October 31, 2022 to US$4.6 for the six months ended October 31, 2023 primarily attributable to (i) the addition of hotel operation expenses of US$2.8 million incurred by AMTD Assets, and (ii) the share of losses of joint ventures of US$1.4 million .

Other expenses Our other expenses increased by 820.9% from US$0.5 million for the six months ended October 31, 2022 to US$4.6 for the six months ended October 31, 2023 primarily attributable to (i) the addition of hotel operation expenses of US$2.8 million, and (ii) the share of losses of joint ventures of US$1.4 million.

Net cash from financing activities for the fiscal year ended April 30, 2023 was US$243.5 million, which was attributable to (i) US$15.0 million of proceeds from bank borrowings, and (ii) US$229.2 million of net proceeds from issue of shares and IPO listing. There was no cash from financing activities for the fiscal year ended April 30, 2022.

There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties, which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.

There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on payments of dividends.

Depreciation and amortization Our depreciation and amortization expenses increased by 242.3% from US$0.4 million for the six months ended October 31, 2022 to US$1.4 million for the six months ended October 31, 2023 primarily attributable to the hotel properties of AMTD Assets .

If our existing subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. B. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Technology” and “Item 4. Information on the Company—B.

If our existing subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Technology” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D.

Recently Issued Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in note 2 to our consolidated financial statements included elsewhere in this transition report. A.

Our revenue was US$25.3 million, US$25.3 million and US$33.1 million for the fiscal years ended April 30, 2021, 2022 and 2023, and US$13.9 million and US$8.7 million for the six months ended October 31, 2022 and 2023, respectively.

Our revenue was US$25.3 million and US$33.1 million for the fiscal years ended April 30, 2022 and 2023, US$13.9 million and US$8.7 million for the six months ended October 31, 2022 and 2023, and US$22.8 million for the fiscal year ended October 31, 2024, respectively.

Changes in fair value on financial assets measured at FVTPL Our changes in fair value on financial assets measured at FVTPL was US$9.1 million in the fiscal year ended April 30, 2021, compared to US$16.9 million in the fiscal year ended April 30, 2022, primarily due to the realized and unrealized gain from certain investments in the fiscal year ended April 30, 2022.

We will make capital expenditure to meet the expected growth of our business. We intend to fund our future capital expenditure with our existing cash and bank balances. We entered into several movie income right agreements with third party independent production houses, pursuant to which we are entitled to benefits generated from the distribution of certain film programs.

We intend to fund our future capital expenditure with our existing cash and bank balances. We entered into several movie income right agreements with third party independent production houses, pursuant to which we are entitled to benefits generated from the distribution of certain film programs.

Our digital media, content, and marketing services income from digital media, content, and marketing services and others segment increased from US$68 thousand for the fiscal year ended April 30, 2022 to US$1.3 million for the fiscal year ended April 30, 2023, primarily due to the expansion of the digital media, content, and marketing services during the fiscal year ended April 30, 2023.

Our media and entertainment services income from media and entertainment services segment increased from US$68 thousand for the fiscal year ended April 30, 2022 to US$1.3 million for the fiscal year ended April 30, 2023, primarily due to the expansion of the media and entertainment services during the fiscal year ended April 30, 2023.

We acquired the hotel operations, hospitality and VIP services business in February 2023. The revenue of the hotel operations, hospitality and VIP services segment was US$6.9 million for the six months ended October 31, 2023. ● Digital media, content, and marketing services and others.

We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 13 Cash Flows The following table sets forth a summary of our cash flows for the periods indicated: For the Year Ended April 30, For the Six Months Ended October 31, 2021 2022 2023 2022 2023 US$ US$ US$ US$ US$ (in thousands) Summary Consolidated Cash Flow Data Net cash from (used in) operating activities 10,690 10,250 15,501 (691 ) 21,360 Net cash from (used in) investing activities 16,528 (49,139 ) (119,494 ) (3,747 ) (35,990 ) Net cash from (used in) financing activities 1,018 — 243,462 128,926 (3,969 ) Net increase (decrease) in cash and cash equivalents 28,236 (38,889 ) 139,469 124,888 (18,599 ) Cash and cash equivalents at beginning of the year/period 25,317 53,631 14,337 14,337 153,661 Effect of foreign exchange rate changes 78 (405 ) (145 ) (73 ) 27 Cash and cash equivalents at end of the year/period 53,631 14,337 153,661 138,752 135,089 Represented by: Cash and cash equivalents 53,631 14,337 152,930 138,752 134,843 Cash and cash equivalents classified as assets held for sale — — 731 — 246 53,631 14,337 153,661 138,752 135,089 Operating Activities Net cash generated from operating activities for the six months ended October 31, 2023 was US$21.4 million, which consists of our profit before tax of US$32.8 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities.

We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 73 Cash Flows The following table sets forth a summary of our cash flows for the periods indicated: For the Year Ended April 30, For the Six Months Ended October 31, For the Year Ended October 31, 2022 2023 2022 2023 2024 US$ US$ US$ US$ US$ (in thousands) Summary Consolidated Cash Flow Data Net cash from/(used in) operating activities 10,250 15,501 (691 ) 21,360 4,245 Net cash used in investing activities (49,139 ) (119,494 ) (3,747 ) (35,990 ) (75,528 ) Net cash from/(used in) financing activities — 243,462 128,926 (3,969 ) (35,812 ) Net (decrease)/increase in cash and cash equivalents (38,889 ) 139,469 124,888 (18,599 ) (107,095 ) Cash and cash equivalents at beginning of the year/period 53,631 14,337 14,337 153,661 135,089 Effect of foreign exchange rate changes (405 ) (145 ) (73 ) 27 (133 ) Cash and cash equivalents at end of the year/period 14,337 153,661 138,752 135,089 27,861 Represented by: Cash and cash equivalents 14,337 152,930 138,752 134,843 27,861 Cash and cash equivalents classified as assets held for sale — 731 — 246 — 14,337 153,661 138,752 135,089 27,861 Operating Activities Net cash generated from operating activities for the fiscal year ended October 31, 2024 was US$4.2 million, which consists of our profit before tax of US$42.5 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities.

Taxation We had income tax expense of US$3.2 million, US$3.0 million, US$4.5 million and US$2.0 million for the fiscal years ended April 30, 2021, 2022 and 2023 and six months ended October 31, 2023, respectively. The following summarizes our applicable tax rates in the Cayman Islands and Hong Kong.

Taxation We had income tax expense of US$3.0 million, US$4.5 million, US$2.0 million and US$0.8 million for the fiscal years ended April 30, 2022 and 2023, the six months ended October 31, 2023, and the fiscal year ended October 31, 2024, respectively. The following summarizes our applicable tax rates in the Cayman Islands and Asia.

Employee benefits expense Our employee benefits expense increased by 50.1% from US$6.2 million for the fiscal year ended April 30, 2021 to US$9.3 million for the fiscal year ended April 30, 2022, primarily due to an increase in staff cost, share-based compensation and number of staff in line with our business growth.

Employee benefits expense Our employee benefits expense increased by 6.2% from US$9.3 million for the fiscal year ended April 30, 2022 to US$9.9 million for the fiscal year ended April 30, 2023, primarily due to an increase in staff cost and number of staff in line with our business growth.

Other income Our other income increased by 85.2% from US$4.9 million for the six months ended October 31, 2022 to US$9.0 for the six months ended October 31, 2023, primarily due to (i) an increase in bank interest income as we generated additional interest income from deposits with banks, and (ii) an increase in the net average outstanding balance due from our Controlling Shareholder, which was interest bearing. 70 Other gains and losses, net We recorded other losses of US$42 thousand for the six months ended October 31, 2022 as compared to other gains of US$14.3 million for the six months ended October 31, 2023.

Digital media, content, and marketing services and others The profit of digital media, content, and marketing services and others segment, which mainly consisted of changes in fair value on financial assets measured at FVTPL from our investments in innovative companies and movies, was US$19.3 million for the fiscal year ended April 30, 2023, compared to US$17.5 million for the fiscal year ended April 30, 2022, primarily due to the realized and unrealized gain in fair value from certain investments and the increase in the digital media, content, and marketing services income during the fiscal year ended April 30, 2023.

Media and entertainment services The profit of media and entertainment services segment, which mainly consisted of changes in fair value on financial assets measured at FVTPL from our investments in movie rights income, was US$19.3 million for the fiscal year ended April 30, 2023, compared to US$17.5 million for the fiscal year ended April 30, 2022, primarily due to the realized and unrealized gain in fair value from certain investments and the increase in the media and entertainment services income during the fiscal year ended April 30, 2023.

Hotel operations, hospitality and VIP services segment The revenue of the hotel operations, hospitality and VIP services segment was US$2.2 million for the fiscal year ended April 30, 2023 and the segment loss was US$1.2 million since the completion of our acquisition of AMTD Assets in February 2023.

Hotel operations, hospitality and VIP services segment The revenue of the hotel operations, hospitality and VIP services segment was US$2.2 million for the fiscal year ended April 30, 2023 and the segment loss was US$1.2 million as a result of the completion of our acquisition of WME Assets in February 2023.

Net cash generated from operating activities for the fiscal year ended April 30, 2023 was US$15.5 million, which consists of our profit before tax of US$45.3 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities.

Net cash generated from operating activities for the fiscal year ended April 30, 2022 was US$10.3 million, which consists of our profit before tax of US$28.9 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities.

Our fee income from the digital solutions services - non financial services segment decreased from US$12.8 million for the six months ended October 31, 2022 to US$1.3 million for the six months ended October 31, 2023, primarily due to the focusing of our efforts into generating long-term and stable values out from the global intellectual property titles we acquired, and thereby the reengineering of our cooperation and relationship with global business partners, although all of these steps would take time to realise. ● Hotel operations, hospitality and VIP services.

Our fee and commission income decreased from US$13.4 million for the six months ended October 31, 2022 to US$1.8 million for the six months ended October 31, 2023, primarily due to the focusing of our efforts on generating long-term and stable values out from the global intellectual property titles we acquired, and thereby the reengineering of our cooperation and relationship with global business partners, although all of these steps would take time to realize. ■ Hotel operations, hospitality and VIP services .

Adjustments for non-cash items included US$9.1 million of changes in fair value on financial assets measured at FVTPL, US$0.6 million of depreciation and amortization, and US$0.1 million of share-based payment.

Adjustments for non-cash items included US$1.1 million of share-based payment, and US$0.8 million of depreciation and amortization, as partially offset by US$16.9 million of changes in fair value on financial assets measured at FVTPL.

Trend Information Other than as disclosed elsewhere in this transition report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since November 1, 2023 that are reasonably likely to have a material adverse effect on our total revenues, profitability, liquidity, or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the fiscal year ended October 31, 2024 that are reasonably likely to have a material adverse effect on our total revenues, profitability, liquidity, or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

Our fee income from the digital solutions services - non financial services segment increased from US$23.7 million for the fiscal year ended April 30, 2022 to US$28.0 million for the fiscal year ended April 30, 2023, primarily due to the increase in fee income as the result of the higher contracts sum for the renewed contracts of existing clients and new contracts of new clients in general during the fiscal year ended April 30, 2023. ● Hotel operations, hospitality and VIP services.

Our fee and commission income from the digital solutions services segment increased from US$25.2 million for the fiscal year ended April 30, 2022 to US$29.6 million for the fiscal year ended April 30, 2023, primarily due to the increase in fee income as the result of the higher contracts sum for the renewed contracts of existing clients and new contracts of new clients in general during the fiscal year ended April 30, 2023. ● Hotel operations, hospitality and VIP services .

We derive fee income primarily from four business lines: (i) digital solutions services-financial services, which currently consists entirely of insurance brokerage income, where we charge fees and commissions from insurance purchasers, which are paid either directly to us or through insurance provider partners, (ii) digital solutions services — non financial services, where we recognize our fee income over the period of contracts, (iii) digital media, content, and marketing services business income in which we create and promote digital content by investing in and developing multimedia channels to provide users and audiences access to content medium through a comprehensive library of traditional and digital movies, podcasts, webinars and live videos offered by content providers and online media platforms, and (iv) hotel operations, hospitality and VIP services, which represents hotel and property investments and hotel operations and management since the acquisition of AMTD Assets in February 2023.

We derived fee income primarily from three business lines: (i) digital solutions services which currently consists of insurance brokerage income, where we charge fees and commissions from insurance purchasers, which are paid either directly to us or through insurance provider partners, and digital solutions services income, where we recognize our fee and commissions income over the period of contracts, and (ii) hotel operations, hospitality and VIP services, which represents hotel and property investments and hotel operations and management, and (iii) media and entertainment services business income in which we creates and promotes digital content by investing in and developing multimedia channels to provide users and audiences access to content medium through a comprehensive library of traditional and digital movies, podcasts, webinars and live videos offered by content providers and online media platforms.

Digital solutions services - non financial services segment The revenue of the digital solutions services - non financial services segment increased from US$23.7 million for the fiscal year ended April 30, 2022 to US$28.0 million for the fiscal year ended April 30, 2023 and the segment profit increased from US$17.5 million for the fiscal year ended April 30, 2022 to US$21.5 million for the fiscal year ended April 30, 2023, primarily due to the increase in fee income as the result of the higher contracts sum for the renewed contracts of existing clients and new contracts of new clients in general during the fiscal year ended April 30, 2023.

Fiscal Year Ended April 30, 2023 Compared to Fiscal Year Ended April 30, 2022 Digital solutions services The revenue of the digital solutions services segment increased from US$25.2 million for the fiscal year ended April 30, 2022 to US$29.6 million for the fiscal year ended April 30, 2023 and the segment profit increased from US$17.6 million for the fiscal year ended April 30, 2022 to US$21.6 million for the fiscal year ended April 30, 2023, primarily due to the increase in fee income as the result of the higher contracts sum for the renewed contracts of existing clients and new contracts of new clients in general during the fiscal year ended April 30, 2023.

The difference is primarily attributable to the realization from gain of certain movie income right investments during the six months ended October 31, 2023 . 7 Employee benefits expense Our employee benefits expense decreased by 18.3% from US$3.8 million for the six months ended October 31, 2022 to US$3.1 million for the six months ended October 31, 2023, primarily due to the tightening of cost control measures as a result of the global economic slowdown and rising geopolitical uncertainties.

Employee benefits expense Our employee benefits expense decreased by 18.3% from US$3.8 million for the six months ended October 31, 2022 to US$3.1 million for the six months ended October 31, 2023, primarily due to the tightening of cost control measures as a result of the global economic slowdown and rising geopolitical uncertainties.

Our consolidated financial statements for the years ended April 30, 2021, 2022 and 2023 and the six months ended October 31, 2023 and as of April 30, 2021, 2022 and 2023 and October 31, 2023 included elsewhere in this transition report have been prepared in accordance with U.S. GAAP.

Generally Accepted Accounting Principles, or U.S. GAAP. Our consolidated financial statements for the years ended April 30, 2022 and 2023, the six months ended October 31, 2023, the year ended October 31, 2024 and as of April 30, 2022 and 2023 and October 31, 2023 and 2024 included elsewhere in this annual report have been prepared in accordance with U.S.

Adjustments for non-cash items included US$15.4 million of changes in fair value on financial assets measured at FVTPL, US$15.9 million of bank and other interest income, US$0.2 million of share-based payment, US$0.4 million of share of losses of joint ventures, US$1.2 million of finance costs, and US$1.3 million of depreciation and amortization.

Adjustments for non-cash items included US$1.2 million of finance costs, and US$1.3 million of depreciation and amortization, as partially offset by US$15.4 million of changes in fair value on financial assets measured at FVTPL and US$15.9 million of bank and other interest income.

In addition, payments of dividends from our Hong Kong subsidiaries to us are not subject to any Hong Kong withholding tax. 4 Results of Operations For the Year Ended April 30, For the Six Months Ended October 31, 2021 2022 2023 2022 2023 US$ % US$ % US$ % US$ % US$ % (in thousands, except for percentages) Revenue 25,251 100.0 25,271 100.0 33,066 100.0 13,918 100.0 8,673 100.0 Employee benefits expense (6,193 ) (24.5 ) (9,293 ) (36.8 ) (9,868 ) (29.8 ) (3,761 ) (27.0 ) (3,074 ) (35.4 ) Advertising and promotion expense (328 ) (1.3 ) (522 ) (2.1 ) (655 ) (2.0 ) (318 ) (2.3 ) (177 ) (2.0 ) Premises and office expenses (674 ) (2.7 ) (741 ) (2.9 ) (996 ) (3.0 ) (482 ) (3.5 ) (1,486 ) (17.1 ) Legal and professional fee (883 ) (3.5 ) (3,010 ) (11.9 ) (2,891 ) (8.7 ) (1,199 ) (8.6 ) (1,338 ) (15.4 ) Depreciation and amortization (631 ) (2.5 ) (846 ) (3.3 ) (1,312 ) (4.0 ) (421 ) (3.0 ) (1,441 ) (16.6 ) Other expenses (430 ) (1.7 ) (405 ) (1.6 ) (2,442 ) (7.4 ) (498 ) (3.6 ) (4,586 ) (52.9 ) Finance costs — — — — (1,195 ) (3.6 ) — — (3,403 ) (39.2 ) Changes in fair value on financial assets measured at fair value through profit or loss (“FVTPL”) 9,063 35.9 16,940 67.0 15,386 46.5 351 2.5 16,279 187.7 Other income 171 0.7 867 3.4 16,052 48.5 4,852 34.9 8,988 103.6 Other gains and losses, net (39 ) (0.2 ) 609 2.4 153 0.5 (42 ) (0.3 ) 14,342 165.4 Profit before tax 25,307 100.2 28,870 114.2 45,298 137.0 12,400 89.1 32,777 378.1 Income tax expense (3,173 ) (12.5 ) (3,030 ) (11.9 ) (4,485 ) (13.6 ) (1,731 ) (12.4 ) (1,991 ) (23.0 ) Profit for the period 22,134 87.7 25,840 102.3 40,813 123.4 10,669 76.7 30,786 355.1 Other comprehensive income (expense) for the period: Item that will not be reclassified to profit or loss: Exchange differences on translation from functional currency to presentation currency (574 ) (2.3 ) (4,145 ) (16.4 ) (30 ) (0.1 ) — — 1,168 13.5 Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations 107 0.4 (106 ) (0.4 ) (960 ) (2.9 ) (111 ) (0.8 ) (956 ) (11.0 ) Share of other comprehensive expense of joint ventures — — — — 377 1.1 — — 126 1.5 107 0.4 (106 ) (0.4 ) (583 ) (1.8 ) (111 ) (0.8 ) (830 ) (9.5 ) Other comprehensive income (expense) for the period (467 ) (1.9 ) (4,251 ) (16.8 ) (613 ) (1.9 ) (111 ) (0.8 ) 338 4.0 Total comprehensive income for the period 21,667 85.8 21,589 85.5 40,200 121.5 10,558 75.9 31,124 359.1 5 Segment Information We report our results of operations in four reportable segments: digital solutions services - financial services, digital solutions services - non financial services, hotel operations, hospitality and VIP services, and digital media, content and marketing services and others, which correspond to our business lines.

Singapore tax on corporate income is imposed at a flat rate of 17%. 64 Results of Operations For the Year Ended April 30, For the Six Months Ended October 31, For the Year Ended October 31, 2022 2023 2022 2023 2024 US$ % US$ % US$ % US$ % US$ % (in thousands, except for percentages) Revenue 25,271 100.0 33,066 100.0 13,918 100.0 8,673 100.0 22,814 100.0 Dividend income — — — — — — — — 634 2.8 Employee benefits expense (9,293 ) (36.8 ) (9,868 ) (29.8 ) (3,761 ) (27.0 ) (3,074 ) (35.4 ) (5,057 ) (22.2 ) Advertising and promotion expense (522 ) (2.1 ) (655 ) (2.0 ) (318 ) (2.3 ) (177 ) (2.0 ) (313 ) (1.4 ) Premises and office expenses (741 ) (2.9 ) (996 ) (3.0 ) (482 ) (3.5 ) (1,486 ) (17.1 ) (58 ) (0.3 ) Legal and professional fee (3,010 ) (11.9 ) (2,891 ) (8.7 ) (1,199 ) (8.6 ) (1,338 ) (15.4 ) (262 ) (1.1 ) Depreciation and amortization (846 ) (3.3 ) (1,312 ) (4.0 ) (421 ) (3.0 ) (1,441 ) (16.6 ) (5,642 ) (24.7 ) Other expenses (405 ) (1.6 ) (2,442 ) (7.4 ) (498 ) (3.6 ) (4,586 ) (52.9 ) (13,347 ) (58.5 ) Finance costs — — (1,195 ) (3.6 ) — — (3,403 ) (39.2 ) (10,326 ) (45.3 ) Changes in fair value on financial assets measured at fair value through profit or loss (“FVTPL”) 16,940 67.0 15,386 46.5 351 2.5 16,279 187.7 (3,003 ) (13.2 ) Other income 867 3.4 16,052 48.5 4,852 34.9 8,988 103.6 20,020 87.8 Other gains and losses, net 609 2.4 153 0.5 (42 ) (0.3 ) 14,342 165.4 37,000 162.2 Profit before tax 28,870 114.2 45,298 137.0 12,400 89.1 32,777 378.1 42,460 186.1 Income tax expense (3,030 ) (11.9 ) (4,485 ) (13.6 ) (1,731 ) (12.4 ) (1,991 ) (23.0 ) (785 ) (3.4 ) Profit for the year/period 25,840 102.3 40,813 123.4 10,669 76.7 30,786 355.1 41,675 182.7 Other comprehensive (expense) income for the year: Items that will not be reclassified to profit or loss: Exchange differences on translation from functional currency to presentation currency (4,145 ) (16.4 ) (30 ) (0.1 ) — — 1,168 13.5 1,564 6.9 Item that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations (106 ) (0.4 ) (960 ) (2.9 ) (111 ) (0.8 ) (956 ) (11.0 ) (625 ) (2.7 ) Cumulative exchange differences reclassified to profit or loss upon disposal of foreign operations — — — — — — — — 2,695 11.8 Share of other comprehensive income of joint ventures — — 377 1.1 — — 126 1.5 1,312 5.8 (106 ) (0.4 ) (583 ) (1.8 ) (111 ) (0.8 ) (830 ) (9.5 ) 3,382 14.9 Other comprehensive (expense) income for the year (4,251 ) (16.8 ) (613 ) (1.9 ) (111 ) (0.8 ) 338 4.0 4,946 21.8 Total comprehensive income for the year 21,589 85.5 40,200 121.5 10,558 75.9 31,124 359.0 46,621 204.5 65 Segment Information We report our results of operations in three reportable segments: digital solutions services, hotel operations, hospitality and VIP services, and media and entertainment services, which correspond to our business lines.

D. Critical Accounting Estimates The Critical Accounting Estimates are consistent with the disclosure presented in the consolidated financial statements included elsewhere in this transition report. 16

E. Critical Accounting Estimates The Critical Accounting Estimates are consistent with the disclosure presented in the consolidated financial statements included elsewhere in this annual report. 76

We acquired the hotel operations, hospitality and VIP services business in February 2023. Since then, our service income from this segment was US$2.2 million. ● Digital media, content, and marketing services and others.

We acquired the hotel operations, hospitality and VIP services business in February 2023. From then on until April 30, 2023, our service income from this segment was US$2.2 million. ● Media and entertainment services .

Changes in fair value on financial assets measured at FVTPL Our changes in fair value on financial assets measured at FVTPL was US$0.4 million for the six months ended October 31, 2022 compared to US$16.3 million for the six months ended October 31, 2023.

Our media and entertainment services income from media and entertainment services segment decreased from US$0.5 million for the six months ended October 31, 2022 to US$27 thousand for the six months ended October 31, 2023. 69 Changes in fair value on financial assets measured at FVTPL Our changes in fair value on financial assets measured at FVTPL was US$0.4 million for the six months ended October 31, 2022 compared to US$16.3 million for the six months ended October 31, 2023.

Depreciation and amortization Our depreciation and amortization expenses increased by 55.1% from US$0.8 million for the fiscal year ended April 30, 2022 to US$1.3 million for the fiscal year ended April 30, 2023 mainly due to the increase in depreciation arising from the hotel operations, hospitality and VIP services segment which was acquired in February 2023. 72 Other expenses Our other expenses increased by 503.0% from US$0.4 million for the fiscal year ended April 30, 2022 to US$2.4 million for the fiscal year ended April 30, 2023 mainly due to the incurrence of hotel operating cost after the completion of the acquisition of WME Assets in February 2023 and the increase in administrative expenses after our listing in July 2022.

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our financial condition and results of operations is based upon, and should be read in conjunction with, our consolidated financial statements and the related notes included in this transition report on Form 20-F. This report contains forward-looking statements.

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.

Finance costs Our finance costs increased from nil to US$1.2 million for the fiscal year ended April 30, 2023, primarily due to the interest expenses incurred in respect of the loan payables from the hotel operations, hospitality and VIP services business acquired in February 2023. 10 Other income Our other income increased by 1,751.4% to US$16.1 million for the fiscal year ended April 30, 2023, primarily due to the interest income arising from certain note receivables and certain receivables from our ultimate holding company after listing in July 2022.

Digital media, content, and marketing services and others The profit of digital media, content, and marketing services and others segment, which mainly consisted of changes in fair value on financial assets measured at FVTPL from our investments in innovative companies and movies, was US$16.3 million for the six months ended October 31, 2023, compared to US$0.4 million for the six months ended October 31, 2022, primarily due to the gain from the disposal of movie income rights. 6 For reconciliation of segment revenue to consolidated revenue and reconciliation of segment results to consolidated profit before tax, see note 6 to our consolidated financial statements included elsewhere in this transition report.

Media and entertainment services segment The profit of media and entertainment services segment, which mainly consisted of changes in fair value on financial assets measured at FVTPL from our investments in movie income rights, was US$16.3 million for the six months ended October 31, 2023, compared to US$0.4 million for the six months ended October 31, 2022, primarily due to the gain from the disposal of movie income rights investments.

In order to provide one-stop cross-regional digital solutions services — financial services that meet the evolving needs of clients, it is important for us to obtain licenses from multiple regulatory regimes.

In order to provide one-stop cross-regional digital solutions services that meet the evolving needs of clients, it is important for us to obtain licenses from multiple regulatory regimes. At the same time, it is imperative for us to continue to offer new products and services in order to attract new customers and retain our existing customers.

The principal items accounting for the changes in operating assets and liabilities were (i) US$4.3 million of increase in account receivables primarily attributable to the digital solutions services - non financial services income rendered, (ii) US$4.5 million of increase in contract liabilities primarily attributable to the upfront fee for received from digital solutions services - non financial services business, (iii) US$1.5 million of decrease in prepayments, deposits and other receivables, and (iv) tax payment of US$4.1 million Net cash generated from operating activities for the fiscal year ended April 30, 2022 was US$10.3 million, which consists of our profit before tax of US$28.9 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities.

The principal items accounting for the changes in operating assets and liabilities were (i) US$7.5 million of increase in account receivables primarily attributable to the increase in digital solutions services - non financial services income, (ii) US$1.6 million of decrease in prepayments and other receivables primarily attributable to the decrease in prepayment, (iii) US$2.3 million of decrease in other payables and accruals primarily attributable to the decrease in other payables, and (iv) US$1.2 million of increase in contract liabilities primarily attributable to the receipts in advance of digital solutions services - non financial services income.

Our ability to expand into new markets and offer new products and services Digital solutions services-financial services business is a highly regulated industry, and digital financial licenses are generally regulated separately across different product types and different regions.

Should the global markets not embrace digital solutions services as rapidly as we anticipate, our future results of operation could be affected. Our ability to expand into new markets and offer new products and services Digital solutions services is a highly regulated industry, and digital financial licenses are generally regulated separately across different product types and different regions.

As of April 30, 2023 and October 31, 2023, we had US$152.9 million and US$134.8 million in cash and cash equivalents, respectively. Our cash and cash equivalents primarily consist of cash on hand and general bank balances excluding cash and cash equivalents of disposal group fiduciary bank balances representing client’s cash, which are unrestricted for withdrawal or use.

Our cash and cash equivalents primarily consist of cash on hand and general bank balances excluding cash and cash equivalents of disposal group fiduciary bank balances representing client’s cash, which are unrestricted for withdrawal or use, and pledged bank deposits. Our total bank borrowings were US$257.6 million as of October 31, 2024.

Fiscal Year Ended April 30, 2023 Compared to Fiscal Year Ended April 30, 2022 Revenue Our revenue from contracts with customers increased from US$25.3 million for the fiscal year ended April 30, 2022 to US$33.1 million for the fiscal year ended April 30, 2023, primarily due to the expansion of our digital solutions services - non financial services business and digital media, content, and marketing services business, and the acquisition of the hotel operations, hospitality and VIP services business. ● Digital solution services - financial services.

For reconciliation of segment revenue to consolidated revenue and reconciliation of segment results to consolidated profit before tax, see note 6 to our consolidated financial statements for the fiscal years ended April 30, 2022 and 2023 included elsewhere in this annual report. 71 Revenue Our revenue from contracts with customers increased from US$25.3 million for the fiscal year ended April 30, 2022 to US$33.1 million for the fiscal year ended April 30, 2023, primarily due to the expansion of our digital solutions services business and media and entertainment services business, and the acquisition of the hotel operations, hospitality and VIP services business. ● Digital solutions services .

Other expenses Our other expenses mainly consist of traveling and business development expenses, donation, and other miscellaneous expenses. Other income Other income consists of interest income, and other non-recurring miscellaneous income.

Advertising and promotion expenses Our advertising and promotion expenses mainly consist of expenses incurred to promote and enhance our branding. Other expenses Our other expenses mainly consist of hotel operation related expenses, insurance expenses, traveling and business development expenses, donation, and other miscellaneous expenses. Other income Other income consists of interest income and other non-recurring miscellaneous income.

For the Year Ended April 30, For the Six Months Ended October 31, 2021 2022 2023 2022 2023 US$ US$ US$ US$ US$ (in thousands) Digital Solutions Services - Non Financial Services Segment revenue 23,740 23,689 28,037 12,822 1,278 Segment results (1) 18,605 17,527 21,470 9,939 486 Digital Solutions Services - Financial Services Segment revenue 1,511 1,514 1,540 580 486 Segment results (1) 140 122 87 39 (707 ) Hotel Operations, Hospitality and VIP Services Segment revenue — — 2,195 — 6,882 Segment results (1) — — (1,185 ) — (2,189 ) Digital Media, Content and Marketing Services and Others Segment revenue — 68 1,294 516 27 Changes in fair value on financial assets measured at FVTPL 9,063 16,940 15,386 351 16,279 Segment results (1) 9,130 17,491 19,287 3,423 16,114 Total segment results 27,875 35,140 39,659 13,401 13,704 Note: (1) Segment result represents segment revenue and changes in fair value on financial assets measured at FVTPLs less direct cost attributable to the applicable segment.

For the Year Ended April 30, For the Six Months Ended October 31, For the Year Ended October 31, 2022 2023 2022 2023 2024 US$ US$ US$ US$ US$ (in thousands) Digital Solutions Services Segment revenue 25,203 29,577 13,402 1,764 3,413 Segment results (1) 17,649 21,557 9,978 (221 ) 2,423 Hotel Operations, Hospitality and VIP Services Segment revenue — 2,195 — 6,882 19,397 Segment results (1) — (1,185 ) — (2,189 ) (3,029 ) Media and Entertainment Services Segment revenue 68 1,294 516 27 4 Dividend income — — — — 634 Changes in fair value on financial assets measured at FVTPL 16,940 15,386 351 16,279 (3,003 ) Segment results (1) 17,491 19,287 3,423 16,114 (2,365 ) Total segment results 35,140 39,659 13,401 13,704 (2,971 ) Note: (1) Segment result represents segment revenue and changes in fair value on financial assets measured at FVTPL less direct cost attributable to the applicable segment.

Cayman Islands The Cayman Islands currently levies no taxes on individuals or corporations outside of the Cayman Islands based upon profits, income, gains, or appreciation.

Cayman Islands The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, capital gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty.

Digital media, content, and marketing services and others The profit of digital media, content, and marketing services and others segment, which mainly consisted of changes in fair value on financial assets measured at FVTPL from our investments in innovative companies, was US$17.5 million for the fiscal year ended April 30, 2022, compared to US$9.1 million for the fiscal year ended April 30, 2021, primarily due to the realized and unrealized gain from certain investments the fiscal year ended April 30, 2022.

Media and entertainment services segment The loss of media and entertainment services segment, which mainly consisted of changes in fair value on financial assets measured at FVTPL relating to our investments , was US$2.4 million for the fiscal year ended October 31, 2024, compared to US$19.3 million profit for the fiscal year ended April 30, 2023, primarily due to the unrealized loss in fair value from certain investments during the fiscal year ended October 31, 2024.

Six Months Ended October 31, 2023 compared to Six Months Ended October 31, 2022 Digital solutions services - non financial services segment The revenue of the digital solutions services - non financial services segment decreased from US$12.8 million for the six months ended October 31, 2022 to US$1.3 million for the six months ended October 31, 2023 and the segment profit decreased from US$9.9 million for the six months ended October 31, 2022 to US$0.5 million for the six months ended October 31, 2023, primarily due to the focusing of our efforts into generating long-term and stable values out from the global intellectual property titles we acquired, and thereby the reengineering of our cooperation and relationship with global business partners, although all of these steps would take time to realise.

Six Months Ended October 31, 2023 compared to Six Months Ended October 31, 2022 Digital solutions services segment The revenue of the digital solutions services segment decreased from US$13.4 million for the six months ended October 31, 2022 to US$1.8 million for the six months ended October 31, 2023 and the segment results changed from a profit of US$10.0 million for the six months ended October 31, 2022 to a loss of US$0.2 million for the six months ended October 31, 2023, primarily due to (i) the focusing of our efforts on generating long-term and stable values out from the global intellectual property titles we acquired, and thereby the reengineering of our cooperation and relationship with global business partners which is taking time to realize, and (ii) the increase in operating expenses incurred during the six months ended October 31, 2023.

The principal items accounting for the changes in operating assets and liabilities were (i) US$3.8 million of decrease in account receivables primarily attributable to the increase in settlement of digital solutions services - non financial services income, (ii) US$3.0 million of decrease in contract liabilities primarily attributable to the digital solutions services - non financial services rendered, (iii) US$1.4 million of increase in accruals and other payables primarily due to the increase in accrued expenses for listing, and (iv) tax payment of US$5.3 million 14 Net cash generated from operating activities for the fiscal year ended April 30, 2021 was US$10.7 million, which consists of our profit before tax of US$25.3 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities.

The principal items accounting for the changes in operating assets and liabilities were (i) US$16.9 million increase in other payable and accruals, and (ii) US$5.8 million decrease in prepayments, deposits and other receivables. 74 Net cash generated from operating activities for the fiscal year ended April 30, 2023 was US$15.5 million, which consists of our profit before tax of US$45.3 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities.

Legal and professional fee Our legal and professional fee mainly consist of audit services, professional liability insurance and professional and legal expenses in connection with our continuous building and refining of organizational structure.

Legal and professional fee Our legal and professional fee mainly consist of audit services, professional liability insurance, and professional and legal expenses in connection with our restructuring. Depreciation and amortization Our depreciation and amortization mainly consists of depreciation of properties held and amortization of intangible assets.

Profit for the year As a result of the foregoing, our profit increased from US$10.7 million for the six months ended October 31, 2022 to US$30.8 million for the six months ended October 31, 2023. 8 Fiscal Year Ended April 30, 2023 Compared to Fiscal Year Ended April 30, 2022 Digital solutions services - financial services segment The revenue and segment profit of the digital solutions services - financial services segment remained stable at US$1.5 million and US$0.1 million, respectively, for the fiscal year ended April 30, 2023.

The increase in our income tax expense resulted from increase in assessable profits in the fiscal year ended April 30, 2023. Profit for the year As a result of the foregoing, our profit increased from US$10.7 million for the six months ended October 31, 2022 to US$30.8 million for the six months ended October 31, 2023.

Legal and professional fee Our legal and professional fee increased significantly by 240.9% from US$0.9 million for the fiscal year ended April 30, 2021 to US$3.0 million for the fiscal year ended April 30, 2022 mainly due to legal and professional fee incurred in preparation for our listing.

Legal and professional fee Our legal and professional fee decreased significantly by 90.9% from US$2.9 million for the fiscal year ended April 30, 2023 to US$0.3 million for the fiscal year ended October 31, 2024 due to higher professional fee incurred during the fiscal year ended April 30, 2023 as a result of the listing of the Company.

Our net profit was US$22.1 million, US$25.8 million and US$40.8 million for the fiscal years ended April 30, 2021, 2022 and 2023, and US$10.7 million and US$30.8 million for the six months ended October 31, 2022 and 2023, respectively . We continue to deepen and monetize our relationship with clients by cross-selling solutions that fill their unique needs.

Our net profit was US$25.8 million and US$40.8 million for the fiscal years ended April 30, 2022 and 2023, US$10.7 million and US$30.8 million for the six months ended October 31, 2022 and 2023, and US$41.7 million for the fiscal year ended October 31, 2024, respectively.

Advertising and promotion expense Our advertising and promotion expense increased by 59.1% from US$0.3 million for the fiscal year ended April 30, 2021 to US$0.5 million for the fiscal year ended April 30, 2022 mainly due to increase in promotion activities to cope with our business expansion in the fiscal year ended April 30, 2022.

Advertising and promotion expense Our advertising and promotion expense decreased by 52.2% from US$0.7 million for the fiscal year ended April 30, 2023 to US$0.3 million for the fiscal year ended October 31, 2024, mainly due to the decrease in promotional activities.

Adjustments for non-cash items included US$16.9 million of changes in fair value on financial assets measured at FVTPL, US$0.7 million of bank and other interest income, US$1.1 million of share-based payment, and US$0.8 million of depreciation and amortization.

Adjustments for non-cash items included US$3.0 million of changes in fair value on financial assets measured at FVTPL, US$10.3 million of finance costs, US$5.6 million of depreciation and amortization and share of losses of joint ventures, as partially offset by US$20.0 million of bank and other interest income and US$37.2 of gain on disposal of subsidiaries.

Our current or potential competitors include global hotel brands, regional hotel chains, independent hotels, online travel agencies and home-sharing and rental services and short term/vacation rental. It is crucial for us to respond quickly and effectively to new or changing opportunities, technologies, standards or customer requirements.

The barriers to entry are low and new competitors may enter the market at any time. Our current or potential competitors include global hotel brands, regional hotel chains, independent hotels, online travel agencies and home-sharing and rental services and short term/vacation rental.

Profit for the year As a result of the foregoing, our profit increased from US$22.1 million for the fiscal year ended April 30, 2021 to US$25.8 million for the fiscal year ended April 30, 2022.

The decrease in our income tax expense resulted from decrease in assessable profits in the fiscal year ended October 31, 2024. Profit for the year As a result of the foregoing, our profit increased from US$40.8 million for the fiscal year ended April 30, 2023 to US$41.7 million for the fiscal year ended October 31, 2024.

Our success depends on our ability to maintain our brand reputation and the quality of our services and to differentiate our business or services from those of our competitors. The hospitality industry is also subject to fluctuations in revenues due to seasonality.

It is crucial for us to respond quickly and effectively to new or changing opportunities, technologies, standards or customer requirements. Our success depends on our ability to maintain our brand reputation and the quality of our services and to differentiate our business or services from those of our competitors.

Other expenses Our other expenses increased by 503.0% from US$0.4 million for the fiscal year ended April 30, 2022 to US$2.4 million for the fiscal year ended April 30, 2023 mainly due to the incurrence of hotel operating cost after the completion of the acquisition of AMTD Assets in February 2023 and the increase in administrative expenses after our listing in July 2022.

Other expenses Our other expenses increased by 446.6% from US$2.4 million for the fiscal year ended April 30, 2023 to US$13.3 million for the fiscal year ended October 31, 2024, mainly due to the incurrence of hotel operating cost as a result of the additional contribution recognized from our hotel operations.

The principal items accounting for the changes in operating assets and liabilities were (i) US$16.9 million of other payable and accruals, and (ii) US$5.8 million of prepayments, deposits and other receivables.

The principal items accounting for the changes in operating assets and liabilities were (i) US$0.8 million of increase in account receivables, (ii) US$0.8 million of decrease in client’s monies held on trust, (iii) US$0.7 million of increase in accounts payable, and (iv) tax payment of US$1.1 million.

Changes in fair value on financial assets measured at FVTPL Our changes in fair value on financial assets measured at FVTPL was US$16.9 million in the fiscal year ended April 30, 2022, compared to US$15.4 million in the fiscal year ended April 30, 2023, primarily due to the realized and unrealized gain in fair value from certain investments in the fiscal year ended April 30, 2023. 9 Employee benefits expense Our employee benefits expense increased by 6.2% from US$9.3 million for the fiscal year ended April 30, 2022 to US$9.9 million for the fiscal year ended April 30, 2023, primarily due to an increase in staff cost and number of staff in line with our business growth.

We consolidated the full year revenue and the additional contribution in this segment during the fiscal year ended October 31, 2024. ● Media and entertainment services Our media and entertainment services income from media and entertainment services segment decreased from US$1.3 million for the fiscal year ended April 30, 2023 to US$4.0 thousands for the fiscal year ended October 31, 2024, primarily due to a change in our business mix and hence our revenue stream. 67 Changes in fair value on financial assets measured at FVTPL Our changes in fair value on financial assets measured at FVTPL were US$3.0 million loss for the fiscal year ended October 31, 2024, compared to US$15.4 million gain in the fiscal year ended April 30, 2023, primarily due to the realized and unrealized loss in fair value from certain investments in the fiscal year ended October 31, 2024.

Net cash from financing activities for the fiscal year ended April 30, 2021 was US$1.0 million, which was attributable to (i) US$3.5 million through issuance of ordinary shares, and (ii) US$2.5 million net cash outflow of movement in amounts due to group companies in connection with intra-group treasury fund allocation. 15 Capital Expenditures Our capital expenditures was US$22.3 thousand for the fiscal year ended April 30, 2021, US$232.7 thousand for the fiscal year ended April 30, 2022, and US$1.7 thousand for the fiscal year ended April 30, 2023 and US$17.0 thousand for the six months ended October 31 2023.

Investing Activities Net cash used in investing activities for the fiscal year ended October 31, 2024 was US$75.5 million, which was mainly attributable to (i) US$89.5 million of advances from AMTD Group in connection with intra-group treasury fund allocation, partially offset by (i) US$9.1 million of cash acquired from acquisition of subsidiaries, (ii) and US$5.9 million of interest received.

Unfavorable financial markets and economic conditions could negatively affect our clients’ businesses and materially reduce demand for our products and services and increase price competition, and thus could materially and adversely affect our business, financial condition, and results of operations. 1 Rate of adoption of digital solutions services — financial services in Asia Consumers in Asia are rapidly embracing digital banking, insurance, and other digital finance services.

Rate of adoption of digital solutions services in Asia Consumers in Asia are rapidly embracing digital banking, insurance, and other digital finance services.

Operating Results We are a comprehensive digital solutions platform headquartered in France with businesses spanning multiple verticals, including digital solutions services, digital media, content and marketing services, digital investments as well as hotel operation, hospitality and VIP services .

GAAP. Historical financial results for the years ended April 30, 2022 and 2023 and historical financial results as of April 30, 2022 and 2023 have also been adjusted based on U.S. GAAP. 60 A. Operating Results We are a comprehensive digital solutions platform in Asia with businesses spanning multiple verticals, including digital solutions services, media and entertainment and strategic investments.

At the same time, it is imperative for us to continue to offer new products and services in order to attract new customers and retain our existing customers. If we are unable to offer new products and services to attract and retain our clients, our future results of operation could be affected.

If we are unable to obtain licenses or offer new products and services to attract and retain our clients, our future results of operation could be affected. 61 Our ability to produce content and attract audience Our business and results of operations depend significantly on our ability to create compelling content that resonates with our target audience.

Income tax expense We incurred income tax expense of US$3.2 million and US$3.0 million for the fiscal year ended April 30, 2021 and 2022, respectively. The decrease in our income tax expense resulted from decrease in assessable profits in the fiscal year ended April 30, 2022.

Other gains and losses Our other gains and losses increased from US$0.2 million for the fiscal year ended April 30, 2023 to US$37.0 million for the fiscal year ended October 31, 2024, primarily due to the disposal of certain subsidiaries which were principally engaged in digital solution services and hotel operation. 68 Income tax expense We incurred income tax expense of US$4.5 million and US$0.8 million for the fiscal year ended April 30, 2023 and October 31, 2024, respectively.

For the Year Ended April 30, For the Six Months Ended October 31, 2021 2022 2023 2022 2023 US$ % US$ % US$ % US$ % US$ % (in thousands, except for percentage) Revenue Digital solutions services - non financial services business income 23,740 94.0 23,689 93.7 28,037 84.8 12,822 92.1 1,278 14.7 Digital solutions services - financial services business income 1,511 6.0 1,514 6.0 1,540 4.7 580 4.2 486 5.6 Digital media, content, and marketing services business income - - 68 0.3 1,294 3.9 516 3.7 27 0.3 Hotel operations, hospitality and VIP services business income - - - - 2,195 6.6 - - 6,882 79.4 Total 25,251 100.0 25,271 100.0 33,066 100.0 13,918 100.0 8,673 100.0 Changes in fair value on financial assets measured at fair value through profit or loss (FVTPL) We record changes in fair value on financial assets measured at FVTPL with respect to our digital investments and movie investments.

For the Year Ended April 30, For the Six Months Ended October 31, For the Year Ended October 31, 2022 2023 2022 2023 2024 US$ % US$ % US$ % US$ % US$ % (in thousands, except for percentages) Revenue Digital solutions services 25,203 99.7 29,577 89.5 13,402 96.3 1,764 20.3 3,413 15.0 Media and entertainment services income 68 0.3 1,294 3.9 516 3.7 27 0.3 4 0.0 Hotel operations, hospitality and VIP services income - - 2,195 6.6 - - 6,882 79.4 19,397 85.0 Total 25,271 100.0 33,066 100.0 13,918 100.0 8,673 100.0 22,814 100.0 In October 2023, AMTD IDEA Group acquired 100% of the equity interests in The Art Newspaper SA, which then owned the business unit of “The Art Newspaper.” From October 2024 through November 2024, a series of reorganization steps (collectively, the “WM&E Reorganization”) were taken to (i) establish World Media and Entertainment Universal Inc. as the holding company transfer and consolidate the business of L’Officiel, The Art Newspaper, WME Assets Group and certain movie rights investments into World Media and Entertainment Universal Inc., and (ii) we acquired the controlling stake of WM&E.

Depreciation and amortization Our depreciation and amortization expenses increased by 34.1% from US$0.6 million for the fiscal year ended April 30, 2021 to US$0.8 million for the fiscal year ended April 30, 2022 mainly due to a full year amortization of intangible assets acquired as part of a business combination that took place in August 2020 and certain acquired intangible assets in the fiscal year ended April 30, 2022. 12 Other expenses Our other expenses remained stable at US$0.4 million during the fiscal year ended April 30, 2021 and 2022 mainly due to tight cost control in view of the pandemic situation in the fiscal year ended April 30, 2022.

Depreciation and amortization Our depreciation and amortization expenses increased by 330.0% from US$1.3 million for the fiscal year ended April 30, 2023 to US$5.6 million for the fiscal year ended October 31, 2024, mainly due to the increase in depreciation arising from the hotel operations, hospitality and VIP services segment as a result of the additional contribution in the segment.

Digital solutions services - financial services segment The revenue of the digital solutions services - financial services segment decreased from US$0.6 million for the six months ended October 31, 2022 to US$0.5 million for the six months ended October 31, 2023 and the segment results change from a profit of US$39 thousand for the six months ended October 31, 2022 to a loss of US$0.7 million for the six months ended October 31, 2023, primarily due to the increase in operating expenses incurred during the six months ended October 31, 2023.

Fiscal Year Ended October 31, 2024 Compared to Fiscal Year Ended April 30, 2023 Digital solutions services The revenue of the digital solutions services segment decreased significantly from US$29.6 million for the fiscal year ended April 30, 2023 to US$3.4 million for the fiscal year ended October 31, 2024 and the segment profit decreased from US$21.6 million for the fiscal year ended April 30, 2023 to US$3.4 million for the fiscal year ended October 31, 2024, primarily due to the deterioration in the global economic environment and a change in revenue mix resulting from the restructuring of our business focuses. 66 Hotel operations, hospitality and VIP services segment The revenue of the hotel operations, hospitality and VIP services segment increased significantly from US$2.2 million for the fiscal year ended April 30, 2023 to US$19.4 million for the fiscal year ended October 31, 2024 and the segment loss increased from US$1.2 million for the fiscal year ended October 31, 2023 to US$3.0 million for the fiscal year ended October 31, 2024, primarily due to the additional contribution recognized from our hotels to the segment and increase in the average interest rate of the borrowings.

Removed

See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” of our annual report on Form 20-F filed with the United States Securities and Exchange Commission on August 23, 2023, or our 2023 Annual Report.

… 79 more changes not shown on this page.

AMTD Digital Inc.HKDEarnings & Financial Report

Top changes in AMTD Digital Inc.'s 2024 20-F

Item 5. Market for Registrant's Common Equity

Other HKD 10-K year-over-year comparisons