Executive Summary / Key Takeaways

• Roma Green Finance Limited (ROMA) is strategically positioned in the rapidly expanding environmental, social, and governance (ESG) advisory market, focusing on Hong Kong and Singapore with ambitions for global expansion.
• The company's comprehensive, integrated service model and regional expertise are key differentiators against larger, more diversified competitors, fostering client retention and targeted market penetration.
• Despite a 23.20% revenue increase to HK$12.2 million in FY2025, ROMA reported a significant net loss of HK$27.8 million, highlighting the substantial investments in sales and marketing and operational costs associated with its growth strategy.
• ROMA faces operational challenges, including a material weakness in internal financial controls, and competitive pressures from both established global players and agile fintech startups.
• The company's future hinges on its ability to effectively execute its expansion plans, integrate new acquisitions like Capital Summit, and achieve profitability amidst a competitive and evolving regulatory environment.

The Burgeoning ESG Imperative and ROMA's Strategic Foundation

The global landscape is undergoing a profound transformation, driven by an accelerating imperative for environmental stewardship, social responsibility, and robust corporate governance. New ESG-related reporting standards and regulations are continuously evolving, demanding increasingly credible corporate disclosures and driving a worldwide surge in demand for specialized ESG and sustainability services. This dynamic environment sets the stage for Roma Green Finance Limited, a holding company operating through its subsidiaries in Hong Kong and Singapore, as it carves out a niche as a professional specialist in ESG, sustainability, and climate change advisory.

ROMA's mission is to serve as a one-stop destination for high-quality, holistic sustainability and climate change consulting services, supporting a more sustainable future for its clients' organizations and the world. The company's overarching strategy centers on sustaining continuous growth and strengthening its market position in the ESG industry, initially in Hong Kong and Singapore, with a clear intent to expand its worldwide footprint, particularly in the United States. This strategic ambition is underpinned by a commitment to increasing market penetration, recruiting and retaining top-tier professionals, and pursuing strategic acquisitions.

Genesis and Strategic Evolution

ROMA's journey began with the incorporation of Roma Risk Advisory Limited (RRA) in Hong Kong in August 2018, establishing its foundational operations in customized ESG and sustainability solutions. Recognizing the growing regional demand, Roma Advisory Pte. Ltd. (Roma S) was established in Singapore in January 2022 to cater to local client needs and facilitate broader Asian expansion. This early regional focus allowed ROMA to develop deep expertise tailored to the specific regulatory and market dynamics of these key Asian financial hubs.

A pivotal moment in ROMA's history was its corporate reorganization, culminating in its Initial Public Offering (IPO) on January 11, 2024. The IPO saw the issuance of 2.45 million ordinary shares at US$4.0 per share, generating gross proceeds of approximately US$9.80 million and marking its debut on the Nasdaq Capital Market under the ticker symbol ROMA. This public listing provided essential capital to fuel its operational and growth objectives. Further capital was raised through follow-on offerings in September 2024 and June 2025, which included the sale of additional ordinary shares and common warrants, generating total gross proceeds of approximately US$1.26 million and US$6.93 million, respectively. These capital infusions are critical to ROMA's ambitious expansion plans and its ability to invest in strategic initiatives.

Core Business and Service Offerings

ROMA offers a comprehensive suite of advisory services designed to guide clients through every stage of their sustainability journey. These services include Sustainability Program Development, where the company assists clients in integrating sustainability strategies and managing human capital and community engagement. Its ESG Reporting services help clients build their ESG profile and ensure compliance with prevalent reporting frameworks through stakeholder engagement and materiality assessments.

Beyond reporting, ROMA provides Corporate Governance and Risk Management services, supporting clients in enhancing their governance structures, enterprise risk management, and internal audit activities. The company also offers Climate Change Strategies and Solutions, guiding clients in developing climate strategies, managing climate-related risks, and conducting scenario analysis. Complementing these, Environmental Audit services provide on-site investigations to meet specific environmental requirements, identify risks, and suggest mitigating actions. Furthermore, ROMA assists clients with ESG Rating Support and Shareholder Communication, aiming to improve sustainability ratings and articulate compelling equity stories. The company is also investing in Education and Training, with plans to establish a formal ESG academy to boost awareness among professionals and the general public.

Technological Intent and Operational Edge

While ROMA's core differentiation primarily stems from its specialized expertise and integrated service model, the company acknowledges the critical role of technology in maintaining a competitive edge. ROMA states its intent to invest in technology and innovation to enhance its service offerings. This includes maintaining a 24-hour standby information technology support system for its computer hardware and data storage, with data centers and servers located at its premises under restricted access. The company also utilizes computer antivirus software and network routers to protect its systems and relies on third-party authentication technology for confidential information transmission. The company does not detail specific proprietary technologies with quantifiable performance metrics, but ROMA's strategic intent is to leverage technology to improve efficiency and service delivery. This focus on robust IT infrastructure and secure data handling is crucial for a professional services firm dealing with sensitive client information, contributing to operational reliability and client trust. The "so what" for investors is that while ROMA may not possess a disruptive proprietary technology in the traditional sense, its commitment to technological enhancement and secure operations underpins its ability to deliver high-quality, reliable advisory services, which is a key component of its competitive moat in a data-intensive industry.

Financial Performance and Operational Dynamics

ROMA's financial performance reflects a company in a significant growth and investment phase, characterized by increasing revenues but also substantial losses. For the fiscal year ended March 31, 2025, total revenue increased by approximately HK$2.3 million, or 23.20%, to HK$12.2 million (approximately US$1.56 million), up from HK$9.9 million in the prior year. This growth was primarily driven by a HK$4.5 million increase from new clients, which successfully offset a HK$2.2 million drop in revenue from recurring clients. This shift indicates a strong ability to attract new business, a positive sign for market penetration.

Despite revenue growth, ROMA reported a net loss before income taxes of HK$27.8 million (US$3.56 million) for FY2025, a significant increase from HK$5.84 million in FY2024 and HK$1.93 million in FY2023. The gross profit margin improved to approximately 37% in FY2025 from 31.50% in FY2024, attributed to a decrease in consulting fees and staff salaries not increasing proportionally with revenue. However, this positive margin trend was overshadowed by a substantial increase in operating expenses. Sales and marketing expenses surged by HK$15.7 million in FY2025, primarily due to increased marketing consultancy services aimed at business development and enhancing industry exposure. This aggressive investment in growth highlights the company's commitment to expanding its market presence, though it currently impacts profitability.

From a liquidity perspective, ROMA reported net cash used in operating activities of HK$12.6 million in FY2025, compared to HK$25.1 million used in FY2024. This indicates a continued burn rate from operations. Net cash used in investing activities was approximately HK$18.7 million in FY2025, largely due to the issuance of promissory notes. Financing activities provided approximately HK$9.1 million in FY2025, primarily from public offering proceeds. Management believes that existing cash on hand and anticipated cash flows from operations, supplemented by proceeds from recent offerings, will be sufficient to meet working capital and capital expenditure requirements for the next 12 months. The increase in accounts receivable to HK$1.9 million as of March 31, 2025, linked to revenue growth, and a collection rate exceeding 80% for the year, suggests effective management of client payments.

Competitive Landscape and Strategic Positioning

The ESG advisory market is competitive yet fragmented, with no single entity dominating across the entire spectrum. ROMA faces competition from both large international consulting firms and smaller, local specialized firms. Direct competitors include major players like MSCI Inc. (MSCI), Sustainalytics (part of Morningstar (MORN)), ISS ESG, RobecoSAM, and Vigeo Eiris (Moody's ESG Solutions (MCO)). These firms often possess greater brand recognition, extensive global networks, and deeper data capabilities, which support strong recurring revenue streams and efficient operations.

ROMA differentiates itself through its comprehensive, all-rounded ESG sustainability services and its strong regional client base in Hong Kong and Singapore. Its ability to provide tailored, hands-on advisory, including environmental audits and training, contrasts with the more data-driven or research-heavy approaches of some global rivals. While ROMA's smaller scale means it may lag behind competitors like MSCI in overall revenue growth and profitability, its agility and regional expertise allow for greater adaptability to local regulatory environments and client-specific needs. This localized approach fosters stronger customer loyalty and potentially more efficient operational execution in its core markets.

Indirect competition also arises from large consulting firms like Deloitte and PwC, which integrate ESG services into broader offerings, and emerging fintech startups leveraging AI for sustainability platforms. These technological advancements could offer more accessible and easier-to-implement ESG reporting tools, potentially impacting demand for traditional advisory services. ROMA's strategic response includes its commitment to investing in technology and its plan to take sales and marketing in-house as it matures, aiming to reduce outsourcing costs and build a larger internal database for expansion. The planned acquisition of Capital Summit Enterprise Limited, an advisory and consultancy services firm, in July 2025 further underscores ROMA's strategy to expand its service capabilities and market reach.

Outlook and Growth Initiatives

ROMA's outlook is defined by its commitment to continuous growth and strengthening its market position. The company intends to deepen its market penetration in Hong Kong and Singapore by promoting additional ESG sustainability services to existing clients and deploying more resources, including hiring and training additional staff. A significant strategic initiative is the planned expansion of its worldwide footprint, particularly into the US market, by offering ESG sustainability services to US-listed foreign companies in the Asia Pacific region. This move is predicated on the belief that evolving global ESG reporting standards will drive increased demand for credible corporate disclosures.

The company is also committed to investing in its human capital, recognizing that recruiting, developing, promoting, and retaining talent is paramount to its continued success. This includes fostering an inclusive corporate culture and supporting career development. Furthermore, ROMA aims to establish a formal ESG academy to enhance ESG awareness among professionals and the general public. These initiatives, coupled with strategic acquisitions like Capital Summit, are designed to broaden its service offerings, expand its geographic reach, and meet the growing demand for green finance solutions globally.

Key Risks and Challenges

Investing in ROMA carries several notable risks. The company's history of net losses for the fiscal years ended March 31, 2023, 2024, and 2025, raises concerns about its ability to generate sufficient operating cash flows and working capital to continue as a going concern. Its revenue is inherently unpredictable due to the project-by-project nature of its services, with no assurance of project completion or adequate cost coverage.

A material weakness in internal control over financial reporting was identified as of March 31, 2025, stemming from a lack of sufficient financial reporting and accounting personnel with U.S. GAAP and SEC reporting knowledge. While remediation efforts are underway, this poses a risk to financial reporting accuracy and investor confidence. Furthermore, ROMA operates in Hong Kong, making it susceptible to potential oversight and intervention by the Chinese government, which could materially impact its operations and share value. The company also acknowledges that its Ordinary Shares may be thinly traded, potentially limiting liquidity for investors. Cybersecurity risks are also present, and the company currently does not engage third parties to evaluate its risk-management and cybersecurity practices, nor do its Audit Committee directors or CFO have specific cybersecurity experience.

Conclusion

Roma Green Finance Limited stands at a critical juncture, poised to capitalize on the accelerating global demand for ESG and sustainability advisory services. Its strategic focus on regional expertise, an integrated service model, and ambitious expansion plans, including a push into the US market and strategic acquisitions, present a compelling growth narrative. The company's recent capital raises underscore its commitment to funding these initiatives.

However, the path to sustainable profitability is not without significant challenges. The persistent net losses, coupled with identified material weaknesses in internal controls and the inherent unpredictability of its project-based revenue, demand careful investor consideration. ROMA's ability to effectively execute its growth strategies, integrate new ventures, and mitigate operational and geopolitical risks will be paramount. For investors, ROMA represents a high-growth opportunity in a vital sector, but one that requires close monitoring of its financial performance, operational improvements, and strategic execution in a highly competitive environment.