UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SEC File Number 001-42483 |
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CUSIP Number
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FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check One): | ☐ Form 10-K | ☒ Form 20-F | ☐ Form 11-K | ☐ Form 10-Q | ☐ Form 10-D | ☐ Form N-CEN |
| ☐ Form N-CSR |
For period ended: March 31, 2025
| ☐ | Transition Report on Form 10-K |
| ☐ | Transition Report on Form 20-F |
| ☐ | Transition Report on Form 11-K |
| ☐ | Transition Report on Form 10-Q |
For the transition period ended: ________________________________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I—REGISTRANT INFORMATION
CTRL Group Limited
Full Name of Registrant
Unit F, 12/F, Kaiser Estate, Phase 1, 41 Man Yue Street, Hunghom, Kowloon
Address of Principal Executive Office (Street and Number)
Hong Kong
City, State, and Zip Code
PART II—RULE 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| ☐ | (c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III—NARRATIVE
State below in reasonable detail the reason why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
(Attach extra sheets if needed)
CTRL Group Limited (the “Company”) is unable to file its Annual Report on Form 20-F (the “Report”) for the fiscal year ended March 31, 2025, without unreasonable effort or expense. The Company needs additional time to complete certain disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Company intends to file its Report on or prior to the fifteenth (15th) calendar day following the prescribed due date.
PART IV—OTHER INFORMATION
| (1) | Name and telephone number of person to contact with regard to this notification. |
| Lau Chi Fung | +852 | 3107 4887 | |||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |
☒ Yes ☐ No
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
☒ Yes ☐ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made.
The Company expects to report a net loss of approximately HK$26.8 million for FY2025 compared to that of a profit of approximately HK$1.9 million for FY2024. The change from profit to loss is attributable to the impairment of the prepayment and increase in salaries and professional fees. The independent registered public accounting firm, which requires additional time to complete its review and audit of the financial statements in the Report. As a result, the Company is still in the process of compiling required information to complete the Report.
The information contained in this filing is based solely on a preliminary review and analysis of the financial information currently available to management and may be subject to change.
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CTRL Group Limited
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned heretofore duly authorized.
| Date: July 31, 2025 | By: | /s/ Lau Chi Fung |
| Name: | Lau Chi Fung | |
| Title: | Chairman and Chief Executive Officer |
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