Annual Report for Fiscal Year Ending June 30, 2026 (Form 20-F)

Operating and Financial Review and Prospects

5.A. Operating Results

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report. This discussion and analysis and other parts of this annual report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under "Risk Factors" and elsewhere in this annual report. You should carefully read the "Risk Factors" section of this annual report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

Acco Group Holdings Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands on May 31, 2024. The Company operates as a holding entity with no direct business activities. Through its wholly-owned subsidiaries, Accolade Corporate Services Limited and Accolade Consultants Limited in Hong Kong, and Accolade IP (SG) Pte. Ltd. in Singapore, the Group provides corporate secretarial and accounting services in Hong Kong, as well as intellectual property ("IP") registration services in Singapore.

ACSL and ACL specialize in providing corporate compliance and accounting solutions for companies of all sizes, from small and medium-sized enterprises (SMEs) to multinational corporations. These services include annual filing and reporting, compliance with local regulations, financial statement preparation, and corporate governance. ACSL leverages its experience and expertise to ensure clients' operations comply with the regulatory frameworks in Hong Kong, allowing them to focus on their core business activities.

ASG specializes in the registration and protection of intellectual property rights in Singapore, including trademarks and designs. As intellectual property becomes an increasingly valuable asset in today's global economy, ASG enables businesses to safeguard their innovations and brand identities, enhancing their market competitiveness.

The Company's Operating Subsidiaries are known for their client-centric approach, emphasizing personalized service and efficient solutions. Leveraging technology-driven tools and expert knowledge, we believe we are well-positioned to cater to the growing demand for corporate services in Asia's dynamic business environments. The Company aims to continue expanding its market presence, particularly in Hong Kong and Singapore, while exploring new growth opportunities in the U.S. market.

With a reputation for reliability and professionalism, we are committed to providing clients with comprehensive corporate services to support their growth and compliance in an ever-evolving regulatory landscape.

The Company generates revenue primarily through its three wholly-owned subsidiaries: ACSL and ACL in Hong Kong, and ASG in Singapore. ACSL and ACL primarily provide corporate secretarial and accounting services, ensuring compliance with regulatory requirements and supporting businesses with essential corporate governance tasks. ASG focuses on intellectual property registration services in Singapore, helping clients secure and protect their trademarks and designs.

The Operating Subsidiaries provide their services based on invoices issued to clients, which serve as the primary form of engagement. Each invoice outlines the key terms of the service, including the specific services to be delivered, the duration of the service, the fees, and payment terms.

We will continue to adhere to our business principles of providing high-quality corporate secretarial, accounting, and intellectual property services. By leveraging innovative technology and delivering reliable, efficient services, we believe that maintaining the highest standards will drive sustainable growth, strengthen our market position, and create long-term value for our shareholders.

We aim to achieve this through the following strategies across our subsidiaries:

●

Expand our client base internationally, with a focus on entering new markets such as Southeast Asia and the United States. This expansion will allow us to serve a broader range of businesses and enhance our global presence in corporate compliance and IP registration.

●

Increase our visibility by participating in industry-specific events, including international corporate governance and intellectual property forums. We will also leverage digital marketing and social media platforms to promote our expertise and expand our brand recognition.

●

Invest further in research and development to enhance our service capabilities.

●

Restructure and expand our workforce by hiring additional skilled professionals, including corporate compliance officers, accountants, and intellectual property specialists, to support the growing demand for our services and ensure we continue to meet the highest industry standards.

Key Factors That Affect Operating Results

We believe the following key factors may affect our financial condition and results of operations:

Market demand and competition

Our financial performance is closely tied to the demand for corporate secretarial, accounting, and intellectual property services, especially in Hong Kong and Singapore. The scale and timing of client engagements are influenced by various factors, including regulatory changes, the economic climate, and the evolving business landscape in these regions.

The competition in the corporate services and IP registration markets is intense, particularly in Hong Kong, where many providers offer similar services. Although we maintain a strong presence in these markets, we may face competition from both established players and new entrants who may offer more competitive pricing or innovative service models. Our ability to stay competitive in the market will have a direct impact on our market share, gross profit margins, and overall profitability.

Our ability to control costs and maintain gross profit margins

Our Operating Subsidiaries typically generate revenue based on the services outlined in invoices. Fees for corporate secretarial, accounting, and IP services are generally pre-determined based on the scope of work, client requirements, and expected time investment. However, unforeseen complexities or additional client requests during a project may increase our costs. If these costs significantly exceed initial estimates, it could negatively impact our gross profit margins, as we may not always be able to pass these additional expenses on to our clients.

Our ability to obtain and retain clients

Our Operating Subsidiaries' marketing efforts are largely driven by our reputation and the quality of our service delivery. Our client base grows primarily through referrals and word-of-mouth recommendations from existing clients. Although we participate in industry events and leverage online platforms for brand promotion, we do not engage in extensive sales campaigns. Our ability to consistently deliver high-quality corporate services and maintain strong client relationships is critical to attracting new clients and securing repeat engagements.

Exposure to liquidity and credit risks

Our subsidiaries typically do not extend credit terms to clients, with most fees paid within 30 days of invoicing. Payments are generally made in installments, with an initial deposit required before work begins and subsequent payments tied to project milestones. This structure minimizes our exposure to liquidity risk and allows for predictable cash flows. However, as our client base grows, there is no guarantee that the credit risk of our clients will remain low. Any increase in client defaults or delays in payment could negatively affect our liquidity and financial condition.

Recruitment and retention of skilled professionals

Our subsidiaries rely on a skilled workforce, particularly in areas such as corporate compliance, accounting, and intellectual property registration. The market for such professionals is competitive, and our ability to attract and retain top talent is essential to our continued growth. We may need to offer competitive compensation packages and invest in training programs to ensure our workforce meets the demands of the market, which could increase operational costs. Failure to retain key employees or recruit additional skilled professionals could affect the quality of our services and limit our ability to grow.

Results of Operations

Comparison of Years Ended June 30, 2026, 2025 and 2024

The following table sets forth the consolidated results of our operations for the years ended June 30, 2026, 2025 and 2024, respectively:

		For the Years Ended
		June 2026				June 2025				June 2024
Revenue		$	5,172,513			$	4,888,824			$	4,368,509
Cost of revenue			(2,980,216	)			(2,749,082	)			(2,251,688	)
Gross profit			2,192,297				2,139,742				2,116,821
Operating expenses
Selling and marketing expenses			(529,522	)			(399,154	)			(537,871	)
General and administrative expenses			(1,431,538	)			(660,683	)			(522,456	)
Total operating expenses			(1,961,060	)			(1,059,837	)			(1,060,327	)
Operating income			231,237				1,079,905				1,056,494
Other income, net
Other income			99,324				72,318				63,568
Total other income, net			99,324				72,318				63,568
Income before taxes			330,561				1,152,223				1,120,062
Provision for income taxes			(44,116	)			(130,498	)			(127,232	)
Net income		$	286,445			$	1,021,725			$	992,830
Earning per share - basic and diluted			0.021				0.083				0.080
Basic and diluted weighted average shares outstanding*			13,515,186				12,500,000				12,500,000

*	Shares presented on a retroactive basis to reflect the Share Subdivision and Share Redesignation.

Revenue

The following table sets forth our revenue for the years ended June 30, 2026, 2025 and 2024, respectively:

		For the years ended June 30,
		2026								2025								2024
		US$				%				US$				%				US$				%
Corporate secretarial services			3,173,458				61.4				2,959,684				60.5				2,677,264				61.3
Accounting services			1,252,223				24.2				981,865				20.1				969,316				22.2
IP registration services			746,832				14.4				947,275				19.4				721,929				16.5
Total			5,172,513				100.0				4,888,824				100.0				4,368,509				100.0

Our revenue increased by US$283,689, or 5.8%, from US$4,888,824 for the year ended June 30, 2025, to US$5,172,513 for the year ended June 30, 2026. This increase was mainly driven by substantial expansion in our accounting services and stable growth in our core corporate secretarial business, which more than offset the decrease in revenue from IP registration services. The growth in our core service lines reflected an expansion of our client base, higher demand from existing clients, and increased adoption of more comprehensive compliance and accounting support services.

Revenue from corporate secretarial services rose by US$213,774 (or 7.2%), from US$2,959,684 for the year ended June 2025 to US$3,173,458 for the year ended June 30, 2026, Corporate secretarial services remained our largest revenue contributor, accounting for 61.4% of total revenue in 2026, compared with 60.5% in 2025. The increase was primarily driven by an expanded active client portfolio, improved client retention, and adjustments to annual service fees for selected engagements. Demand for these services continued to be supported by ongoing statutory compliance requirements and the need for recurring corporate governance support among our clients.

Revenue from accounting services experienced robust expansion, increasing by US$270,358 (or 27.5%) from US$981,865 for the year ended June 30, 2025 to US$1,252,223 for the year ended June 30, 2026 Accounting services represented 24.2% of total revenue in 2026, compared with 20.1% in 2025. The significant increase was primarily attributable to i) continued new client acquisition, ii) expansion of service offerings to existing clients, and iii) increased demand for more comprehensive accounting, bookkeeping, financial reporting and compliance-related support.

Revenue from IP registration services decreased by US$200,443, or 21.2%, from US$947,275 for the year ended June 30, 2025 to US$746,832 for the year ended June 30, 2026. IP registration services accounted for 14.4% of total revenue in 2026, compared with 19.4% in 2025. The decline was primarily attributable to a transitional change in key sales personnel within our Singapore office. The transition temporarily affected client relationship management and sales pipeline execution and the timing of new IP filing instructions Although IP registration services declined during the year, management believes this impact was transitional in nature, and the Group have taken steps to stabilize the sales function, improve client follow-up procedures and rebuild the pipeline for IP-related services.

The Group's 2026 revenue growth highlights its success in driving core business expansion, capturing new opportunities in the corporate secretarial and accounting service markets while delivering stable operational performance.

For comparison, revenue 2025, increased by US$520,315, or 11.9% to US$4,888,824 for the year ended June 30, 2025 from US$4,368,509 for the year ended June 30, 2024. This historical expansion was primarily driven by a 31.2% increase in IP registration services and a 10.5% increase in corporate secretarial services, reflecting strong regional demand during that period, while accounting services remained relatively stable.

Cost of revenue

The following table sets forth our revenue for the years ended June 30, 2026, 2025 and 2024, respectively:

		For the Years Ended
		2026				2025				2024
		US$				US$				US$
Cost of revenue		$	2,980,216			$	2,749,082			$	2,251,688

Our cost of revenue increased by US$231,134, or 8.4%, from US$2,749,082 for the year ended June 30, 2025, to US$2,980,216 for the year ended June 30, 2026. The increase was primarily attributable to higher staff-related costs incurred in connection with the expansion of our service delivery teams and increased business volume. Our total headcount increased from 22 employees as of June 30, 2025 to 28 employees as of June 30, 2026. In particular, headcount in our corporate secretarial and IP registration service teams increased from 10 professionals to 17 professionals, which enhanced our capacity to service a larger client portfolio and support more complex client mandates. The increase was partially offset by improved efficiency in our accounting and taxation service team, where headcount decreased from 7 employees to 5 employees while the team continued to manage a larger client revenue portfolio.

For the year ended June 30, 2025, our cost of revenue increased by US$497,394, or 22.1%, from US$2,251,688 for the year ended June 30, 2024 to US$2,749,082 for the year ended June 30, 2025. The increase was mainly attributable to additional staff-related costs and onboarding expenses incurred to expand our service delivery capacity and support higher business volume. Our total headcount increased from 19 employees as of June 30, 2024 to 22 employees as of June 30, 2025.

Overall, the increases in cost of revenue reflected our continued investment in service delivery capacity, personnel and operational infrastructure to support revenue growth and maintain service quality.

Gross profit

Our gross profit is summarized as follows:

		For the Years Ended
		2026				2025				2024
		US$				US$				US$
Gross profit		$	2,192,297			$	2,139,742			$	2,116,821
Gross profit margin			42.4	%			43.8	%			48.5	%

The gross profit increased slightly by US$52,555, or 2.5%, from US$2,139,742 for the year ended June 30, 2025, to US$2,192,297 for the year ended June 30, 2026. The steady growth was driven primarily by strong cross-selling momentum within our core accounting vertical and stable recurring revenue pipelines from our corporate secretarial retainer packages. The gross profit margin compressed slightly from 43.8% in 2025 to 42.4% in 2026. This decrease in 1.4 percentage point dilution was primarily driven by the ongoing stabilization and onboarding costs of our newly expanded corporate secretarial and IP registration project teams. While headcount additions temporarily altered service delivery cost dynamics, they significantly boosted our overall operational volume capacity.

For comparison, the gross profit for the year ended June 30, 2025, slightly increased by US$22,921, or 1.1%, from US$2,116,821 for the year ended June 2024 to US$2,139,742 for the year ended June 30, 2025. The gross profit margin decrease from 48.5% to 43.8%, primarily due to the increase in staff-related costs arising from the expansion of project teams within our accounting, corporate secretarial, and IP service functions. Despite the lower margin, the Group maintained stable profitability supported by recurring service revenue and improved pricing for certain professional services.

Overall, while the gross profit margin narrowed in 2026 due to higher personnel costs, the Group continued to demonstrate resilience and sustainable profitability as it invested in team capacity to support long-term growth.

Operating expenses

Our operating expenses consist of the following:

		For the Years Ended
		2026				2025				2024
		US$				US$				US$
Selling and marketing expenses		$	529,522			$	399,154			$	537,871
General and administrative expenses			1,431,538				660,683				522,456
Total operating expenses		$	1,961,060			$	1,059,837			$	1,060,327

Our total operating expenses increased by US$901,223 or 85%, from US$1,059,837 for the year ended June 30, 2025 to US$1,961,060 for the year ended June 30, 2026. The increase was primarily due to higher general and administrative expenses, together with an increase in selling and marketing expenses, as we scaled our operations and incurred additional professional fees in connection with our initial public offering.

Selling and marketing expenses increased by US$130,368, or 32.7%, from US$399,154 in 2025 to US$529,522 in 2026, mainly due to enhanced marketing initiatives, increased business development activities and greater client acquisition efforts aimed at supporting the expansion of our service offerings and securing larger client engagements.

General and administrative expenses increased by US$770,855, or 116.7%, from US$660,683 in 2025 to US$1,431,538 in 2026. The increase was primarily attributable to higher legal, audit, consulting and other professional fees incurred in connection with the preparation for and completion of our initial public offering, as well as increased corporate support, compliance and administrative costs.

For the year ended June 30, 2025, total operating expenses remained broadly stable at US$1,059,837, compared with US$1,060,327 in 2024, representing a slight decrease of US$490, or less than 0.1%. Selling and marketing expenses decreased by US$138,717, or 25.8%, from US$537,871 in 2024 to US$399,154 in 2025, primarily due to more targeted marketing spending and reduced promotional activities. General and administrative expenses increased by US$138,227, or 26.5%, from US$522,456 in 2024 to US$660,683 in 2025, mainly due to higher administrative support costs and professional fees.

Overall, the increase in operating expenses in 2026 reflected our investment in business development, corporate infrastructure and public company readiness to support long-term growth and enhanced compliance requirements.

Other income, net

Our other income, net increased by US$27,006, or 37.3%, from US$72,318 for the year ended June 30, 2025 to US$99,324 for the year ended June 30, 2026, primarily due to higher interest income. Other income, net mainly consisted of interest income and government subsidies.

For comparison, our other income, net increased by US$8,750, or 13.8%, from US$63,568 for the year ended June 30, 2024 to US$72,318 for the year ended June 30, 2025. The increase was also primarily attributable to interest income and government subsidies recognized during the year.

Income tax expense

Our income tax expenses decreased by US$86,382, or 66.2%, from US$130,498 for the year ended June 30, 2025, to US$44,116 for the year ended June 30, 2026. The decrease was mainly due to the lower assessable profit in 2026, which resulted primarily from the significant increase in operating expenses, including higher professional fees, compliance costs and administrative expenses incurred in connection with our business expansion and preparation for our initial public offering.

Our income tax expenses increased slightly by US$3,266, or 2.6%, from US$127,232 for the year ended June 30, 2024 to US$130,498 for the year ended June 30, 2025. The modest increase was mainly due to higher assessable profit in 2025, in line with the overall growth in revenue and stable operating performance during the year.

Overall, the Group's income tax expense trend corresponds with the year-on-year movement in taxable profit, which was affected by changes in revenue, gross profit margin and operating expenses. In particular, the substantial decrease in income tax expenses in 2026 reflected the reduction in assessable profit as higher operating expenses more than offset the growth in gross profit.

Net income

As a result of the foregoing, we reported a net income of US$286,445 for the year ended June 30, 2026, as compared to US$1,021,725 for the year ended June 30, 2025 as the reasons discussed above.

As a result of the foregoing, we reported a net income of US$1,021,725 for the year ended June 30, 2025, as compared to US$992,830 for the year ended June 30, 2024 as the reasons discussed above.

Overall, the decrease in net income in 2026 reflected the significant increase in operating expenses and service delivery costs as we expanded our operational capacity and incurred IPO-related professional fees. In 2025, net income remained relatively stable compared with 2024, supported by revenue growth and disciplined cost management.

Liquidity and Capital Resources

We have financed our operations primarily through cash flows from operations and loans from related parties, if necessary.

As of June 30, 2026, we had cash and cash equivalents of US$5,632,097 and restricted cash of US$831,645. We remain debt-free, with no outstanding bank borrowings, positioning us well to fund our ongoing operations and support future growth initiatives without leverage. As of June 30, 2026, our current assets were approximately US$7.6 million, and our current liabilities were approximately US$1.8 million.

As of June 30, 2025, our current assets were approximately $2.9 million, and our current liabilities were approximately $1.6 million. Current ratio improved from approximately 1.8 in 2025 to 4.2 in 2026.

In view of the current cash and bank balances and funds generated by operating activities, we believe we have sufficient resources to meet the working capital needs in the next 12 months from the date the audited financial statements are issued. However, our ability to meet the liquidity and capital requirement will be subject to future economic conditions and other factors which are beyond our control.

We may declare or pay dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

Cash Flow

The following table sets forth a summary of our consolidated cash flows for the years ended June 30, 2026, 2025 and 2024, respectively:

		2026				2025				2024
Net cash provided by operating activities		$	572,354			$	1,538,145			$	1,124,551
Net cash used in investing activities			(506,403	)			(23,203	)			(1,330	)
Net cash provided by (used in) financing activities			3,955,291				(1,122,685	)			(882,780	)
Net increase in cash and cash equivalents and restricted cash			4,021,242				392,257				240,441
Effect of foreign exchange rate changes			(8,419	)			20,218				(432	)
Cash and cash equivalents at the beginning of year			2,450,919				2,038,444				1,798,435
Cash and cash equivalents at the end of year		$	6,463,742			$	2,450,919			$	2,038,444

Operating Activities

For the year ended June 30, 2026, our net cash provided by operating activities was approximately US$0.6 million, which primarily reflected cash inflow from our net income of US$0.3 million, adjusted for net non-cash expenses of US$0.2 million, mainly consisting of amortization of right-of-use assets, depreciation of plant and equipment, and impairment loss on account receivables.

For the year ended June 30, 2025, our net cash provided by operating activities was approximately US$1.5 million, which primarily reflected cash inflow from our net income of US$1.0 million, adjusted for net non-cash expenses of US$0.2 million, mainly consisting of amortization of right-of-use assets, depreciation of plant and equipment, and impairment loss on account receivables.

For the year ended June 30, 2024, our net cash provided by operating activities was approximately US$1.1 million, which primarily reflected cash inflow from our net income of US$1.0 million adjusted for net non-cash expenses of US$0.1 million, which mainly consisted of depreciation of plant and equipment, amortization of operating lease right-of-use assets and allowance for expected credit loss.

Investing Activities

Net cash used in investing activities for the years ended June 30, 2026, 2025 and 2024 were US$506,403, US$23,203 and US$1,330 respectively, mainly represent cash payment for purchase of property, plant and equipment and the development of an internal-use IT system. The significant increase in 2026 was primarily attributable to a prepayment of approximately US$480,000 under a contract for the development of the internal-use IT system. The remaining investing cash outflows in 2026 primarily related to purchases of property, plant and equipment.

Financing Activities

For the year ended June 30, 2026, net cash generated in financing activities was approximately US$4.0 million, which was mainly attributable to payments of offering costs for initial public offering of US$1,540,289 net by the proceeds from issuance of shares pursuant to IPO of US$5,799,600

For the year ended June 30, 2025, net cash used in financing activities was approximately US$1.1 million, mainly representing net repayments to related parties and payments for deferred costs related to our initial public offering.

For the year ended June 30, 2024, net cash used in financing activities was approximately US$0.9 million, mainly representing net repayments to related parties.

Off-Balance Sheet Arrangements

We had not entered any material off-balance sheet transactions and arrangements during the years ended June 30, 2026, 2025 and 2024.

Commitments and Contingencies

In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, "Loss Contingencies", we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

The following is a schedule of future minimum payments under operating leases as of June 30, 2026:

		June 30, 2026
Year ending June 30, 2027		$	148,040
Thereafter			30,636
Total undiscounted lease obligations			178,676
Less: imputed interest			(6,170	)
Lease liabilities recognized in the consolidated balance sheet		$	172,506

(1)	We lease offices which are classified as operating leases in accordance with Topic 842. As of June 30, 2026, our future lease payments totaled $178,676.

Capital Expenditures

For the years ended June 30, 2026, 2025 and 2024, we purchased $506,403, $23,203 and $1,330, respectively, of plant and equipment, and the development of an internal-use IT system respectively, mainly for use in our operations.

Use of Estimates

The preparation of the consolidated financial statements in conformity with the U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include revenue recognition. Management makes these estimates using the best information available when the calculations are made; however, actual results could differ materially from those estimates.