YGM貿易有限公司 （於香港註冊成立之有限公司） （股份代號：00375） 日期：二零二五年 月 日 簽署： 附註： 1. 請以正楷填上 閣下之全名及地址，應列明所有聯名股東之名稱。 2. 請於空欄內填上與本代表委任表格相關之本公司普通股數目。如已填寫數目，本代表委任表格將被視為僅與該等股份相關。 如未有填寫數目，本代表委任表格將被視為與所有以 閣下名義（不論為個人或連同他人）登記之本公司普通股相關。 3. 倘擬委任大會主席以外人士，請刪除「大會主席或」並以正楷於空欄內填上擬委任代表之名稱及地址。受委任代表毋須為 本公司股東。倘受委任代表代表 閣下出席大會，該受委任代表須出示其身份證明文件。 4. 有權出席上述大會並於會上投票之股東，均可委任一名或以上代表代其出席大會並在會上投票。受委任代表毋須為本公司 股東。 5. 倘委託法律代表出席大會，該法律代表須出示其身份證明文件，及該公司董事會或其他管理機構議決委任法律代表之經核 實真實副本。 6. 如屬聯名股東，則排名較前之股東親身或由受委任代表投票後，其他聯名股東概不可投票。就此目的而言，排名先後以本 公司股東名冊有關該聯名持股之股東排名為準，及代表委任表格須由 ...

此乃要件 請即處理 閣下如對本通函之任何內容或應採取之行動有任何疑問，應諮詢 閣下之註冊證券商、 銀行經理、律師、專業會計師或其他專業顧問。 閣下如已將名下之YGM貿易有限公司股份全部售出或轉讓，應立即將本通函連同隨 附之代表委任表格送交買主或承讓人，或經手買賣或轉讓之銀行、註冊證券商或其 他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表明概不對因本通函全部或任何部 分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 YGM貿易有限公司 （於香港註冊成立之有限公司） （股份代號：00375） 有關重選董事、 發行及購回股份之一般授權之建議 及 股東週年大會通告 本公司謹定於二零二五年九月二十六日（星期五）中午十二時十五分假座九龍又一村 高槐路七號又一村花園俱樂部舉行股東週年大會，大會通告載於本通函第13頁至第 16頁內。隨本通函附奉代表委任表格。 無論 閣下能否出席股東週年大會，務請按照隨附之代表委任表格上所印列之指示 填妥該表格，並儘早交回本公司之註冊辦事處，地址為香港九龍新蒲崗大有街22號， 惟 ...

| 1. 董事會聲明 | | 3 | | --- | --- | --- | | 2. 關於 YGM 貿易有限公司 | | 5 | | 3. 關於本報告 | | 5 | | 3.1. 報告基礎 5 | | | | 3.2. 報告範圍 5 | | | | 3.3. 報告原則 | 6 | | | 3.4. 審查和批准 | 6 | | | 4. 持份者參與和重要性評估 | | 6 | | 4.1. 持份者參與 6 | | | | 4.2. 重要性評估 | 7 | | | 5. 獎項與成就… 8 | | | | 6. 環境 | | 9 | | 6.1. 排放物 9 | | | | 6.2. 資源的使用 11 | | | | 6.3. 環境與天然資源 | 12 | | | 6.4. 應對氣候挑戰 13 | | | | 7. 僱傭及勞工常規 | 13 | | | 7.1. 僱傭 13 | | | | 7.2. 職業健康與安全 | 16 | | | 7.3. 發展及培訓 17 | | | | 7.4. 勞工準則 18 | | | | 8. 營運慣例 | | .19 | | 8.1. 供應鏈管理 19 | | | | 9. ...

Corporate Information [Corporate Information Overview](index=3&type=section&id=1.1%20Corporate%20Information%20Overview) This section outlines the company's governance structure and key partners, including board members, committees, bankers, and auditors - The Board comprises **5 executive directors** and **3 independent non-executive directors**, with Chan Wing Sun as Chairman and Fu Shing Yam as Chief Executive, ensuring clear division of responsibilities[3](index=3&type=chunk)[5](index=5&type=chunk) - The company has established an Audit Committee, Remuneration Committee, Nomination Committee, and Risk Management Committee, with all committee chairmen and members clearly listed[3](index=3&type=chunk)[4](index=4&type=chunk)[6](index=6&type=chunk) - The principal bankers are The Hongkong and Shanghai Banking Corporation Limited, and the auditor is KPMG[5](index=5&type=chunk)[7](index=7&type=chunk) Five-Year Financial Summary [Five-Year Financial Highlights Overview](index=4&type=section&id=2.1%20Five%20Year%20Financial%20Highlights%20Overview) This section provides a five-year overview of key financial data, including operating results, financial position, and shareholder returns, highlighting trends in revenue, profit, assets, liabilities, and EPS Revenue and Gross Profit Trends | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 177,852 | 238,435 | | Gross Profit | 117,464 | 166,962 | | Gross Profit Margin | 66.0% | 70.0% | Operating Profit and Net Loss | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Operating Profit / (Loss) | 441 | (2,309) | | (Loss) / Profit Attributable to Equity Holders of the Company | (23,650) | (5,121) | | Net (Loss) / Profit Margin | -13.3% | -2.1% | Financial Position and Shareholder Returns | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Total Assets | 505,776 | 571,613 | | Total Liabilities | 87,279 | 113,200 | | Shareholders' Equity | 413,157 | 452,208 | | (Loss) / Earnings Per Share - Basic | ($0.14) | ($0.03) | | Final Dividend Per Share | $0.10 | $0.10 | Chairman's Statement [Group Performance and Strategic Adjustments](index=5&type=section&id=3.1%20Group%20Results%20and%20Strategic%20Adjustments) Despite a weak Hong Kong consumer market, the Group significantly reduced operating losses by exiting unprofitable mainland China retail operations and implementing cost cuts; annual loss was primarily due to non-cash asset impairment, with a strong financial position and no outstanding borrowings - Hong Kong's consumer market recovery fell short of expectations, with the market slowing again, posing challenges for businesses[10](index=10&type=chunk)[15](index=15&type=chunk) - The Group has terminated its unprofitable retail operations in mainland China, refocusing on Hong Kong retail and implementing significant cost-cutting measures[10](index=10&type=chunk)[16](index=16&type=chunk) - The reported loss for the year is primarily attributable to non-cash impairment provisions related to asset valuations, with no impact on cash flow[10](index=10&type=chunk)[17](index=17&type=chunk) - The Group maintains a **strong financial position** with **no outstanding borrowings**, providing a solid foundation to navigate current market conditions and pursue future growth opportunities[10](index=10&type=chunk)[18](index=18&type=chunk) [Business Segment Performance](index=5&type=section&id=3.2%20Business%20Segment%20Performance) This section details the performance of key business segments: Ashworth Hong Kong retail sales slowed, Guy Laroche profit slightly decreased due to increased promotion, J.Lindeberg performed positively as a distributor, and the printing business successfully returned to profitability - Ashworth Hong Kong retail business experienced a significant slowdown in sales, leading the Group to adopt a more cautious strategy focused on strategic negotiations for shop leases[11](index=11&type=chunk)[19](index=19&type=chunk) - The Guy Laroche brand performed satisfactorily, though profit for the year slightly decreased compared to the previous year, mainly due to increased investment in promotional activities to enhance brand awareness[12](index=12&type=chunk)[20](index=20&type=chunk) - The J.Lindeberg brand's distribution business in Hong Kong and Macau made a **positive contribution** to the Group's overall operating costs, reflecting its excellent performance[13](index=13&type=chunk)[21](index=21&type=chunk) - The printing business successfully returned to profitability driven by effective management strategies, with operations conducted in the Group's own factory premises and internal rent paid on time[14](index=14&type=chunk)[22](index=22&type=chunk) [Property and Outlook](index=6&type=section&id=3.3%20Property%20and%20Outlook) The Group's UK properties are fully leased, with renewal negotiations underway for increased rent; given the weak Hong Kong consumer market, the Group must re-evaluate strategies and explore diversification for sustainable growth - The Group's properties in the UK are currently **fully leased**, with renewal negotiations underway to increase rental income, demonstrating a commitment to maintaining good tenant relationships[23](index=23&type=chunk)[26](index=26&type=chunk) - Given the weak consumer market in Hong Kong, the Group must carefully re-evaluate its existing strategies and market positioning to ensure sustainable growth[24](index=24&type=chunk)[27](index=27&type=chunk) - Despite numerous challenges, the Group's **strong financial position** provides an excellent opportunity to explore diversification and expand into new business areas[24](index=24&type=chunk)[27](index=27&type=chunk) Management Discussion and Analysis [Key Performance Indicators](index=7&type=section&id=5.1%20%E4%B8%BB%E8%A6%81%E8%A1%A8%E7%8F%BE%E6%8C%87%E6%A8%99) Key performance indicators for FY2025 show a 25.4% revenue decrease and 29.6% gross profit decline, but operating profit turned positive; net loss margin widened, EBITDA margin improved, while total asset and equity returns remained negative and worsened Key Performance Indicators (2025 vs 2024) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 177,852 | 238,435 | -25.4% | | Gross Profit | 117,464 | 166,962 | -29.6% | | Gross Profit Margin | 66.0% | 70.0% | -4.0 pp | | Operating Profit / (Loss) | 441 | (2,309) | -119.1% | | Operating Profit / (Loss) Margin | 0.2% | -1.0% | +1.2 pp | | Loss Attributable to Equity Holders of the Company | (23,650) | (5,121) | 361.8% | | Net Loss Margin | -13.3% | -2.1% | -11.2 pp | | EBITDA | 29,716 | 35,141 | -15.4% | | EBITDA Margin | 16.7% | 14.7% | +2.0 pp | | Return on Total Assets | -4.7% | -0.9% | -3.8 pp | | Return on Shareholders' Equity | -5.7% | -1.1% | -4.6 pp | | Current Ratio (times) | 2.6 | 2.3 | 13.0% | | Gearing Ratio | 0.108 | 0.144 | -25.0% | | Loss Per Share - Basic | ($0.14) | ($0.03) | 366.7% | | Cash Generated from Operating Activities | 36,407 | 40,830 | -10.8% | [Group Operating Results](index=7&type=section&id=5.2%20%E9%9B%86%E5%9C%98%E7%B6%93%E7%87%9F%E6%A5%AD%E7%B8%BE) Group operating results saw significant revenue and gross profit declines due to market conditions and economic slowdown; despite reduced operating expenses, loss attributable to equity holders increased substantially due to UK property revaluation loss and trademark impairment, with decreased operating cash inflow and lower inventory - The Group's financial performance declined, with revenue falling by **25.4%** to **HKD 177,852 thousand** and gross profit decreasing by **29.6%** to **HKD 117,464 thousand** year-on-year, primarily due to a challenging market environment and economic slowdown[32](index=32&type=chunk)[33](index=33&type=chunk) - Total operating expenses decreased by **26.9%** to **HKD 126,560 thousand**, enabling the Group to achieve an operating profit of **HKD 441 thousand** (2024: operating loss of HKD 2,309 thousand)[34](index=34&type=chunk)[38](index=38&type=chunk) - Loss attributable to equity holders of the Company increased to **HKD 23,650 thousand** (2024: HKD 5,121 thousand) due to a **HKD 17,450 thousand** revaluation loss on UK properties and trademark impairment losses[34](index=34&type=chunk)[38](index=38&type=chunk) - For the year ended March 31, 2025, the Group's operating cash inflow was **

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其準確性或完整性亦不發表任 何聲明，並明確表示概不會就本公佈全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 ( 以港元列示 ) | | 附註 | 二零二五年 | | 二零二四年 | | --- | --- | --- | --- | --- | | | | 千元 | | 千元 | | 收入 | 3, 4 | 177,852 | | 238,435 | | 銷售成本及直接成本 | | (60,388) | | (71,473) | | 毛利 | | 117,464 | | 166,962 | | 其他收益淨額 | | 9,537 | | 3,807 | | 分銷成本 | | (79,695) | | (118,558) | | 行政及其他經營費用 | | (46,865) | | (54,520) | | 經營溢利/(虧損) | | 441 | | (2,309) | | 投資物業估值虧損 | 5(b) | (17,450) | | - | | 無形資產之減值虧損 | 5(b) | (5,000) | | - | ...

Financial Performance - For the twelve months ended September 30, 2024, the garments division reported segment revenue of $161,679,000, a decrease of 9.6% from $178,872,000 for the same period in 2023[7]. - The garments division achieved a reportable segment profit of $24,414,000, an increase of 4.1% compared to $23,459,000 in the previous year[7]. - The total comprehensive income for the period was $4,094,000, a significant improvement from a loss of $8,892,000 in the same period last year[24]. - The company reported a loss for the period of $(2,614,000), which is an improvement from a loss of $(7,934,000) in the previous year[24]. - Revenue for the six months ended September 30, 2024, was HK$88,524,000, a decrease of 16.9% from HK$106,574,000 in the same period of 2023[44]. - Gross profit for the period was HK$54,580,000, down from HK$76,513,000, reflecting a gross margin decline[44]. - Loss from operations was HK$1,204,000, an improvement compared to a loss of HK$5,838,000 in the previous year[44]. - Loss before taxation decreased to HK$2,534,000 from HK$7,572,000, indicating a reduction in overall losses[44]. - The Group reported a consolidated loss before taxation of HK$2,534,000 for the six months ended September 30, 2024, compared to a loss of HK$7,572,000 in the same period of 2023, indicating an improvement in performance[84]. - Basic loss per share for the period is $0.0126, based on a loss attributable to ordinary equity shareholders of $2,086,000, compared to a loss of $7,431,000 in 2023, with 165,864,000 ordinary shares in issue[101]. Cash Flow and Liquidity - Net cash generated from operating activities was HK$12,214,000, slightly down from HK$12,292,000 in the prior period[30]. - Net cash generated from investing activities was HK$3,488,000, a significant improvement from a cash outflow of HK$275,000 in the previous year[30]. - Cash and cash equivalents at the end of the period were HK$101,985,000, down from HK$108,832,000 at the end of the previous period[30]. - The company experienced a net decrease in cash and cash equivalents of HK$2,408,000, compared to a decrease of HK$7,494,000 in the prior period[30]. - Cash and cash equivalents totaled $101,985,000 as of September 30, 2024, slightly down from $103,397,000 on March 31, 2024[129]. - The Group's cash position reflects a stable liquidity situation despite minor fluctuations in cash and cash equivalents[129]. Assets and Liabilities - Non-current assets, including investment properties, totaled $199,172,000, an increase from $189,023,000 as of March 31, 2024[26]. - Current liabilities decreased slightly to $81,511,000 from $80,809,000 in the previous period[26]. - Total equity attributable to equity shareholders was $440,244,000, down from $452,208,000 as of March 31, 2024[26]. - Reportable segment assets as of September 30, 2024, totaled $833,933,000, a decrease from $858,559,000 as of March 31, 2024, representing a decline of approximately 2.9%[58]. - The reportable segment liabilities as of September 30, 2024, were $474,493,000, down from $505,676,000 as of March 31, 2024, indicating a reduction of approximately 6.2%[58]. - Trade receivables, net of loss allowance, totaled $22,035,000 as of September 30, 2024, compared to $14,334,000 as of March 31, 2024[107]. Dividends - The company declared a final dividend of 10 cents per ordinary share, amounting to $16,586,000, which was approved on September 27, 2024, and paid on October 23, 2024[70]. - The company did not declare or pay an interim dividend for the six-month period ended September 30, 2024, consistent with the previous year[70]. - The Group has resolved not to declare an interim dividend for the period ended September 30, 2024 (2023: Nil)[148]. Operational Insights - The average sales performance in the second half of the year was better than the first half, driven by increased product demand during the holiday season[15]. - The Group's garment sales division typically experiences higher sales in the second half of the year due to increased demand during the holiday season[87]. - The Group's strategic focus remains on expanding market presence and enhancing global partnerships to drive further success[148]. - The Group has implemented strategic adjustments to discount and promotion policies and optimized its product mix in response to evolving market conditions[171][195]. Taxation - The corporate income tax rate applicable to the Group's operations in Mainland China remains at 25% for the period[16]. - The corporate tax rate applicable to the Group's operations in Hong Kong remains at 16.5%, consistent with the previous year[91]. Inventory and Impairment - Inventory write-down during the period amounted to $1,811,000, compared to a reversal net of write-down of $1,365,000 in 2023, due to a decrease in estimated realizable value of certain garments[106]. - The inventory write-down was primarily due to changes in customer preferences affecting garment values[127]. Employee and Management - The Group employs approximately 200 staff and provides competitive remuneration, including medical benefits and retirement plan contributions[160]. - Key management personnel's emoluments for the period were $2,216,000, down from $2,555,000 in 2023[114]. - The Group had approximately 200 employees as of September 30, 2024, offering competitive remuneration packages and discretionary bonuses based on performance[179].

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 88,524,000, a decrease of 16.9% compared to HKD 106,574,000 for the same period in 2023[3] - The gross profit for the same period was HKD 54,580,000, down 28.7% from HKD 76,513,000 year-on-year[3] - The net loss for the period was HKD 2,614,000, significantly improved from a net loss of HKD 7,934,000 in the previous year, representing a reduction of 67.0%[3] - The total comprehensive income for the period was HKD 4,094,000, compared to a total comprehensive loss of HKD 8,892,000 in the same period last year[10] - The basic and diluted loss per share improved to HKD 0.013 from HKD 0.045 year-on-year[3] - The group reported segment revenue of HKD 89,746,000 for the six months ended September 30, 2024, compared to HKD 108,191,000 for the same period in 2023, representing a decrease of approximately 17.0%[22] - The group achieved a segment profit of HKD 14,842,000 for the six months ended September 30, 2024, compared to HKD 10,770,000 for the same period in 2023, reflecting an increase of approximately 37.5%[22] - The group reported a basic loss per share of HKD 0.0126 for the six months ended September 30, 2024, compared to a loss of HKD 0.0448 in the same period of 2023[28] - The overall gross profit margin declined from 71.8% to 61.7%, with operating losses reduced from HKD 5,838,000 to HKD 1,204,000 due to significant foreign exchange gains and lower distribution costs[39] Assets and Liabilities - The company's non-current assets increased to HKD 370,599,000 as of September 30, 2024, from HKD 387,193,000 as of March 31, 2024, reflecting a decrease of 4.3%[13] - Current assets decreased to HKD 181,367,000 from HKD 184,420,000, a decline of 1.8%[13] - The company's total liabilities decreased to HKD 99,856,000 from HKD 103,611,000, a reduction of 3.6%[13] - The equity attributable to the company's shareholders was HKD 440,244,000, down from HKD 452,208,000, a decrease of 2.6%[13] - The group's total assets as of September 30, 2024, were HKD 833,933,000, while total liabilities were HKD 474,493,000, resulting in a debt-to-asset ratio of approximately 56.8%[22] - Cash and bank deposits as of September 30, 2024, amounted to HKD 101,985,000, a slight decrease from HKD 103,397,000 as of March 31, 2024[42] - The net asset value of the group as of September 30, 2024, was HKD 445,921,000, down from HKD 458,413,000 as of March 31, 2024[43] - The capital debt ratio as of September 30, 2024, was 0.100, down from 0.144 as of March 31, 2024, indicating improved financial stability[43] Revenue Sources - The apparel sales segment recorded a revenue of HKD 161,679,000 for the twelve months ended September 30, 2024, down from HKD 178,872,000 in the previous year, indicating a decline of about 9.0%[23] - The group’s rental income from property leasing for the six months ended September 30, 2024, was HKD 6,086,000, slightly up from HKD 6,049,000 in the previous year[22] - The rental income from external tenants increased slightly to HKD 4,874,000 from HKD 4,837,000 in the previous year, providing a stable income source for the future[38] - Total trademark licensing revenue increased from HKD 9,128,000 in 2023 to HKD 10,641,000 in 2024, reflecting a strategic focus on expanding market share and strengthening global partnerships[38] - The group’s total receivables, net of impairment provisions, amounted to HKD 12,646,000 as of September 30, 2024, down from HKD 16,857,000 as of March 31, 2024[32] Governance and Board Structure - The board of directors consists of five executive directors and three independent non-executive directors[51] - The chairman of the board is Mr. Chen Yongshen[51] - The company is YGM Trading Limited[51] - The board includes directors such as Ms. Zhou Chen Shuling and Mr. Fu Chengyin[51] - The company has a total of eight board members[51] - The independent non-executive directors include Mr. Cai Tingji, Mr. Su Hanzhang, and Mr. Li Guangming[51] - The board structure reflects a mix of executive and independent oversight[51] - The company is committed to maintaining strong governance practices[51] - The board is responsible for strategic decision-making and oversight of company operations[51] - The chairman emphasized the importance of collaboration among board members[51] Other Financial Information - The financing costs for the six months ended September 30, 2024, were HKD 1,330,000, a decrease from HKD 1,734,000 in the same period of 2023, representing a reduction of about 23.3%[25] - The group did not declare an interim dividend for the six-month period ended September 30, 2024, compared to no dividend declared in the same period of 2023[28] - The group invested approximately HKD 16,000 in property, plant, and equipment during the period, a significant increase from HKD 1,466,000 in the previous year[43] - The group’s deferred tax expense for the six months ended September 30, 2024, was HKD 26,000, compared to HKD 31,000 in the same period of 2023[26] - The group operated a distribution network of 34 sales points as of September 30, 2024, with 27 in Hong Kong, 5 in Macau, and 2 in Taiwan, indicating a cautious approach to store network expansion[37]

Financial Performance - Revenue for the year reached HK$238.435 million, a 11.0% increase from HK$214.129 million in 2023[8] - Gross profit increased to HK$166.962 million, with a gross profit margin of 70.0%, up from 67.2% in the previous year[8] - Loss from operations reduced to HK$2.309 million, improving the operating margin to -1.0% from -10.1%[8] - The company reported a net loss attributable to equity shareholders of HK$5.121 million, compared to a loss of HK$13.771 million in 2023[8] - Cash generated from operations was HK$40.830 million, an increase from HK$38.938 million in the previous year[8] - Total assets decreased to HK$571.613 million, while total liabilities increased slightly to HK$113.200 million[8] - The Group's revenue increased to HK$238.4 million in 2024, representing a growth of 11.4% compared to HK$214.1 million in 2023[33] - Gross profit rose significantly by 16.1% to HK$167.0 million, with the gross profit margin improving to 70.0% from 67.2%[33] - Loss from operations decreased dramatically to HK$2.3 million, down from HK$21.7 million in the previous year, indicating an improvement of 89.3%[34] - The loss attributable to equity shareholders reduced to HK$5.1 million, a 62.8% decrease from HK$13.8 million in 2023[34] - Cash generated from operations increased by 4.9% to HK$40.8 million, compared to HK$38.9 million in the previous year[31] - Total assets decreased by 2.1% to HK$571.6 million, while total liabilities increased by 6.3% to HK$113.2 million[31] Operational Changes - The company decided to terminate retail operations in mainland China due to underperformance, while maintaining brand influence through a licensing agreement[11] - The Group plans to discontinue operations of its Mainland China retail stores in 2024 while maintaining brand presence through a licensing agreement[17] - The distribution network comprised 92 points of sales, a net decrease of 7 from the previous year, indicating a cautious approach to expansion[44] - The Group discontinued the operation of Ashworth retail stores in Mainland China starting from June 1, 2024, due to a licensing agreement with Citimark Trading[99] Brand Performance - The company holds global rights to the Ashworth brand, which saw a 28% improvement in the Hong Kong market[11] - The Hong Kong market for the Ashworth brand saw a positive improvement of 28%, although the Mainland China market did not meet growth expectations[17] - The Group has experienced double-digit growth in the distribution of J. Lindeberg products in Hong Kong and Macau[13] Financial Position - The Group maintains a healthy financial position with cash and bank deposits of HK$103.4 million and no borrowing[16] - As of March 31, 2024, the Group's net assets were HK$458,413,000, down from HK$477,617,000 in 2023, representing a decrease of 4.0%[43] - The Group's cash and bank deposits net of bank overdrafts decreased by HK$14,719,000 to HK$103,397,000 as of March 31, 2024[40] - The Group's gearing ratio at the end of the year was 0.144, up from 0.134 in 2023, indicating a slight increase in financial leverage[43] Income and Dividends - The final dividend per share remained at HK$0.10, consistent with the previous year[8] - Total income from licensing of trademarks increased to HK$19,861,000, a rise of 6.5% from HK$18,644,000 in 2023[45] - The Company has established a dividend policy to guide the Board in determining whether to declare and distribute dividends, allowing shareholders to participate in profits while retaining reserves for future growth[178] - The Board reserves the right to update or modify the Dividend Policy at any time, and it does not constitute a legally binding commitment to pay dividends[190] Corporate Governance - The Company has complied with the Corporate Governance Code throughout the financial year ended 31 March 2024[104] - The Board consists of five executive directors and three independent non-executive directors as of 31 March 2024[106] - The Audit Committee includes three independent non-executive directors and is responsible for overseeing the integrity of the Company's financial statements[114] - The Audit Committee reviewed the financial performance with management and external auditors to ensure compliance with Hong Kong accounting principles[115] - The Company has mechanisms in place to assess the independence of independent non-executive directors annually[112] - The Board has delegated various responsibilities to committees, including the Audit Committee, Remuneration Committee, Nomination Committee, and Risk Management Committee[113] - The Company has adopted a Securities Dealing Code for directors' securities transactions, ensuring compliance with the required standards[157] - The Company has established a whistleblowing policy to facilitate confidential reporting of concerns by employees and external parties[174] Risk Management - The Audit Committee oversees the effectiveness of internal control and risk management, while management is responsible for the design and implementation of these systems[169] - The Company has engaged an external consultant for internal audit services to review the effectiveness of selected internal control processes[173] - The Risk Management Committee coordinates risk management activities and reports at least annually to the Board[169] - The Board believes that the Group's risk management and internal control system is effective and adequate, considering principal risks including material ESG risks[171] Employee and Social Responsibility - The Group is dedicated to ensuring employee health, safety, and welfare, fully complying with occupational health and safety legislation[57] - The Group's commitment to equal opportunity in hiring, compensation, and promotion is based on employee performance and contribution, regardless of nationality or other factors[57] - The Group actively supports various charitable organizations and encourages employee participation in community service, demonstrating corporate social responsibility[66] - The Company recognizes the benefits of a diverse workforce and aims to enhance diversity based on the availability of suitable candidates[136] Market and Economic Outlook - The global economy has achieved growth stability despite geopolitical tensions and fluctuating interest rates, with future predictions indicating a slight uptick driven by cautious expansions in trade and investment[71] - Growth in both developed and emerging economies is expected to be slower than the pre-pandemic decade, highlighting ongoing risks such as potential trade fragmentation[76] - The Group's performance is primarily recorded in Hong Kong dollars, but subsidiaries outside Hong Kong generate revenue and incur expenses in other currencies, which may impact overall performance due to currency fluctuations[74]

Financial Performance - Revenue for the year ended March 31, 2024, increased to HKD 238,435,000, up 11.3% from HKD 214,129,000 in the previous year[3] - Gross profit rose to HKD 166,962,000, representing a 16.1% increase compared to HKD 143,840,000 in the prior year[3] - Operating loss improved to HKD 2,309,000 from a loss of HKD 21,664,000 year-over-year[3] - Net loss for the year was HKD 5,935,000, a significant reduction from HKD 14,696,000 in the previous year[3] - Total comprehensive loss for the year was HKD 2,618,000, compared to HKD 21,809,000 in the prior year[5] - The EBITDA for the group was HKD 36,160,000 in 2024, compared to HKD 26,770,000 in 2023, reflecting a significant increase of approximately 35.2%[22] - The group reported a pre-tax loss of HKD 6,031,000 for 2024, an improvement from a loss of HKD 14,771,000 in 2023[24] - Basic and diluted loss per share improved to HKD 0.03 from HKD 0.08 in the prior year[3] Assets and Liabilities - Non-current assets increased to HKD 387,193,000 from HKD 384,524,000 year-over-year[7] - Current assets decreased to HKD 184,420,000 from HKD 199,603,000 in the previous year[7] - Cash and cash equivalents decreased to HKD 103,397,000 from HKD 118,120,000 year-over-year[7] - Total equity decreased to HKD 458,413,000 from HKD 477,617,000 in the previous year[7] - The group’s total assets as of March 31, 2024, were HKD 858,559,000, slightly up from HKD 855,045,000 in 2023[21] - The group’s total liabilities increased to HKD 505,676,000 in 2024 from HKD 498,595,000 in 2023[21] Revenue Sources - The group's revenue from garment sales increased to HKD 182,623,000 in 2024, up from HKD 161,416,000 in 2023, representing a growth of approximately 13.5%[16] - Rental income from investment properties rose to HKD 8,867,000 in 2024, compared to HKD 6,339,000 in 2023, indicating a growth of approximately 40%[16] - The total sales in the apparel segment reached HKD 182,623,000, with a segment profit of HKD 25,663,000, compared to HKD 10,787,000 in 2023[34] Dividends and Shareholder Information - The group plans to distribute a final dividend of HKD 0.10 per share, consistent with the previous year’s dividend[26] - The board proposed a final dividend of HKD 0.10 per share, totaling HKD 16,586,000, consistent with the previous year[39] - The company will suspend the transfer of shares from September 24, 2024, to September 27, 2024, to determine shareholder rights for the upcoming annual general meeting[40] - The company will also suspend share transfer procedures from October 8, 2024, to October 14, 2024, to determine rights for the proposed final dividend[41] Governance and Compliance - The company has complied with the corporate governance code as of March 31, 2024, but non-executive directors do not have a specified term[42] - The company has adopted a securities trading code for directors, confirming compliance during the review period[43] - An audit committee has been established to oversee financial reporting and internal controls, consisting of three independent non-executive directors[45] - The financial statements for the year ending March 31, 2024, have been compared with the amounts reported by KPMG, showing consistency[44] Employment and Market Outlook - The total number of employees decreased to approximately 320 from 360 in the previous year[37] - The company remains optimistic about the Hong Kong market despite global challenges, expecting growth in licensing revenue from the China market[38] Share Repurchase - The company did not repurchase any shares during the year ending March 31, 2024, nor did it buy or sell any of its own shares[46] Annual Report - The annual report for the year ending March 31, 2024, will be sent to shareholders and published on the company's website[48]

Financial Performance - Revenue for the six months ended September 30, 2023, was HK$106,574,000, representing a 22% increase from HK$87,292,000 in the same period of 2022[9] - Gross profit increased to HK$76,513,000, up 31% from HK$58,384,000 year-over-year[9] - Loss for the period narrowed to HK$7,934,000 compared to a loss of HK$24,432,000 in the previous year, indicating improved operational efficiency[12] - Total comprehensive income for the period was HK$(8,892,000), a significant improvement from HK$(44,756,000) in the prior year[12] - For the six months ended September 30, 2023, the company reported a loss of HK$7,431,000, compared to a loss of HK$23,890,000 for the same period in 2022, representing a 68.96% improvement in loss[18] - Total comprehensive income for the six months ended September 30, 2023, was HK$8,206,000, a decrease from HK$43,441,000 in the previous year[18] - The consolidated loss before taxation decreased to $7,572,000 in 2023 from $24,403,000 in 2022, showing a reduction of approximately 68.9%[54] - For the six months ended 30 September 2023, the Group reported an EBITDA of $10,770,000, compared to a loss of $5,484,000 in the same period of 2022, indicating a significant improvement[54] Assets and Equity - Non-current assets increased to HK$396,377,000 as of September 30, 2023, compared to HK$384,524,000 at the end of March 2023[16] - Current assets slightly decreased to HK$198,567,000 from HK$199,603,000 over the same period[16] - Total equity attributable to equity shareholders decreased to HK$445,632,000 from HK$470,424,000[16] - As of September 30, 2023, total equity attributable to equity shareholders of the company was HK$445,632,000, a decrease from HK$447,264,000 as of September 30, 2022[18] - The Group's net assets as of September 30, 2023, were HK$452,139,000 (March 31, 2023: HK$477,617,000)[139] Cash Flow and Dividends - Cash generated from operations for the six months ended September 30, 2023, was HK$12,217,000, significantly up from HK$2,337,000 in 2022, marking a 424.5% increase[22] - The company declared dividends of HK$16,586,000 for the previous year, compared to HK$8,293,000 in the prior year, indicating a 100% increase in dividends[18] - Cash and cash equivalents at the end of the period on September 30, 2023, were HK$108,832,000, compared to HK$105,511,000 at the same time last year, reflecting a 2.2% increase[22] - The company experienced a net decrease in cash and cash equivalents of HK$7,494,000 for the six months ended September 30, 2023, compared to a decrease of HK$15,400,000 in the previous year[22] - Cash and bank deposits as of September 30, 2023, were HK$108,832,000 (March 31, 2023: HK$118,116,000)[137] Business Strategy and Market Conditions - The company plans to focus on market expansion and new product development to drive future growth[10] - The group faced challenges due to changing consumer behavior, economic factors, and geopolitical issues, despite the revenue growth[122] - The group is cautiously approaching the expansion of its store network in light of ongoing market challenges[122] Segment Performance - Revenue from external customers for the garments division increased to $78,284,000 in 2023 from $60,828,000 in 2022, representing a growth of approximately 28.6%[54] - The reportable segment revenue for the Group reached $108,191,000 for the six months ended 30 September 2023, up from $89,045,000 in 2022, reflecting an increase of about 21.5%[54] - The garments division's reportable segment revenue for the twelve months ended 30 September 2023 was $178,872,000, up from $144,810,000 in 2022, marking an increase of about 23.5%[58] - The reportable segment EBITDA for the garments division for the twelve months ended 30 September 2023 was $23,459,000, compared to $12,557,000 in 2022, indicating a growth of approximately 87.0%[58] Compliance and Governance - The interim financial report is unaudited but has been reviewed by the Company's audit committee[31] - The Group has not adopted any new standards or interpretations that are not yet effective for the current accounting period[39] - The Group has assessed the implications of the new HKICPA guidance and plans to adopt it with retrospective application in the annual financial statements for the year ending March 31, 2024[47] - The company has complied with the Code on Corporate Governance Practices throughout the period ended September 30, 2023, except for the non-executive directors not being appointed for a specific term[157] - The company has established an audit committee to oversee financial reporting and internal controls[155] Other Financial Metrics - The finance costs for the six months ended 30 September 2023 were $1,734,000, compared to $1,066,000 in 2022, indicating an increase of about 62.6%[60] - The Group's income tax expense for the six months ended 30 September 2023 was $(362,000), compared to $(29,000) in 2022, reflecting a higher tax burden[63] - The gearing ratio at the end of the reporting period was 0.174 (March 31, 2023: 0.134), reflecting a stable financial position[139]