FF301 本月底法定/註冊股本總額： HKD 200,000,000 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 包浩斯國際(控股)有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 不適用 | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00483 | 說明 | | | | | | | | | 法定/註冊股份數目 | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | 0 | | HKD | | 0 | | 本月底結存 | | 2,000,000,000 | HKD | | 0.1 HKD | | ...

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告之內容概不負 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 因 本 公 告 全 部或任何部分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。 | | | | | | | 普通決議案 | | 數(%)* | | | | 票 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | 對 | | | 贊 成 | 反 | | 1. | 省覽本公司及其附屬公司截至二零二五年三月 | | | | | | | | | | | 267,729,957 | 1,058,000 | | | 三十一日止年度之經審核綜合財務報表以及截 | | | | | | | | | | | 99.61% | 0.39% | | | 至二零二五年三月三十一日止年度之本公司董 | | | | | | | | | | | | | | | 事（「董 司 核 數 報 | ...

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 包浩斯國際(控股)有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00483 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 ...

[Chairman's Statement](index=3&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) Bauhaus International (Holdings) Limited achieved improved FY2025 financial performance by focusing on brand strategy and operational efficiency Key Financial Performance for FY2025 | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 194,500,000 | 193,000,000 | +0.8 | | Net Profit | 11,700,000 | 1,200,000 | +875.0 | | Cash and Cash Equivalents and Time Deposits | 97,100,000 | 87,100,000 | +11.5 | - The Group continues to maintain higher gross margins by selling more own-brand products and is committed to strengthening brand awareness, reputation, and customer loyalty for brands like "TOUGH" and "SALAD"[5](index=5&type=chunk) - The Group optimized its Hong Kong and Macau retail operations, strictly controlled costs, and enhanced product styling sales training to improve conversion rates and average customer spending, while also considering expansion into new markets and leveraging social media for online marketing and sales[6](index=6&type=chunk) [Environmental, Social and Governance Report](index=3&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) This report details Bauhaus Group's ESG commitments, management, and performance for the fiscal year ended March 31, 2025 - The Group primarily engages in the design and retail of fashion apparel, bags, and accessories for over two decades, with flagship own brands generating most of its revenue, supplemented by selected designer and international brands, operating **31 self-managed offline stores** as of March 31, 2025[14](index=14&type=chunk) - This report is prepared in accordance with Appendix C2 of the Listing Rules of The Stock Exchange of Hong Kong Limited and was reviewed and approved by the Board on June 27, 2025[15](index=15&type=chunk) [About This Report](index=5&type=section&id=%E9%97%9C%E6%96%BC%E6%9C%AC%E5%A0%B1%E5%91%8A) This section introduces Bauhaus International (Holdings) Limited as a multi-brand retail operator, emphasizing its commitment to responsible development and ESG initiatives - Bauhaus, as a multi-brand retail operator specializing in denim and leather products, views ESG measures as crucial for promoting positive community change and actively formulates ESG policies aligned with its sustainable growth vision[13](index=13&type=chunk) - As of March 31, 2025, the Group operated **31 self-managed offline stores**, with primary revenue from flagship own brands, supplemented by selected designer and international brands[14](index=14&type=chunk) [Reporting Standards](index=5&type=section&id=%E5%A0%B1%E5%91%8A%E6%BA%96%E5%89%87) This report is prepared in accordance with Appendix C2 of the Listing Rules of The Stock Exchange of Hong Kong Limited and was reviewed and approved by the Board on June 27, 2025 - The report adheres to the HKEX ESG Reporting Guide and was reviewed and approved by the Board on June 27, 2025[15](index=15&type=chunk) [Reporting Principles](index=5&type=section&id=%E5%A0%B1%E5%91%8A%E5%8E%9F%E5%89%87) This report adheres to principles of materiality, quantitative assessment, balance, and consistency, ensuring accurate, objective, transparent, and comparable ESG information - The report is prepared based on principles of materiality, quantitative assessment, balance, and consistency, identifying significant ESG issues through stakeholder engagement and materiality assessments, and ensuring disclosure methods are consistent with the previous reporting period[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) [Contact Information and Feedback](index=6&type=section&id=%E8%81%AF%E7%B5%A1%E6%96%B9%E5%BC%8F%E5%8F%8A%E5%8F%8D%E9%A3%BD) Bauhaus values continuous dialogue with stakeholders and welcomes feedback on its sustainability initiatives and this report, providing detailed contact information - The Group values continuous dialogue with stakeholders and welcomes feedback on its report and sustainability initiatives[20](index=20&type=chunk) - Contact information includes address: 1/F, Wo Foo Building, 204–210 Texaco Road, Tsuen Wan, New Territories, Hong Kong; Tel: (+852) 3513 1800; Fax: (+852) 2796 7625; Email: ir@bauhaus.com.hk; Official Website: http://www.bauhaus.com.hk[23](index=23&type=chunk) [ESG Management Approach](index=6&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E7%AE%A1%E7%90%86%E6%96%B9%E9%87%9D) The Group has established a robust top-down ESG governance structure, with the Board overseeing strategy, risk management, and action plan implementation, supported by external consultants to enhance capabilities - The Group adopts a top-down ESG governance structure, with the Board responsible for formulating and implementing ESG strategies, risk management protocols, and action plans, and regularly assessing progress[20](index=20&type=chunk)[21](index=21&type=chunk) - The Group engages external consultants with ESG expertise to enhance management, provide benchmarking insights, and identify growth opportunities, thereby improving overall ESG performance[22](index=22&type=chunk) [Stakeholder Engagement](index=7&type=section&id=%E6%8C%81%E4%BB%BD%E8%80%85%E5%8F%83%E8%88%87) Bauhaus prioritizes transparent communication with stakeholders to refine ESG strategies and understand expectations, identifying key groups and channels for feedback integration into management policies - The Group identifies directors, employees, shareholders/investors, suppliers, customers, government and regulatory bodies, and the community as key stakeholders, communicating through various channels[24](index=24&type=chunk) Key Stakeholders and Communication Channels | Stakeholder | Key Concerns and Expectations (Partial) | Communication Channels (Partial) | | :--- | :--- | :--- | | Directors | Transparent, timely strategic communication; legal and regulatory compliance; effective risk management | Board and committee meetings; reports and updates | | Employees | Professional growth; fair compensation and benefits; safe working environment | Meetings and staff assemblies; employee surveys | | Shareholders/Investors | Transparent, accurate financial reporting; effective corporate governance; long-term value creation | Annual reports and financial statements; investor relations department | | Suppliers | Fair, transparent procurement processes; ethical business practices; support for sustainability | Supplier meetings; purchase orders and contracts | | Customers | Quality products and services; reliable customer service; data privacy and security | Customer service; feedback questionnaires; physical stores | | Government and Regulators | Compliance with laws and regulations; transparency in business operations; cooperation with inspections | Regulatory filings; meetings with regulators | | Community | Environmental responsibility; contribution to local economy; community improvement projects | Social media and website; community events | [Materiality Assessment](index=10&type=section&id=%E9%87%8D%E8%A6%81%E6%80%A7%E8%A9%95%E4%BC%B0) The Group continuously refines its materiality assessment process through stakeholder engagement, peer benchmarking, and external consultant support to identify significant ESG issues, planning to adopt a double materiality matrix for future evaluations - The Group conducts materiality assessments through stakeholder engagement and peer benchmarking, and with external consultant support, has identified and prioritized **13 key ESG issues**, including greenhouse gas emissions, resource management, employee treatment, product quality and safety, and anti-corruption[31](index=31&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) - Looking ahead, the Group plans to adopt a double materiality matrix to more comprehensively assess the impact of ESG issues on its business and their importance to stakeholders, ensuring focus on the most critical areas for sustainable growth[35](index=35&type=chunk) [Environmental Protection](index=11&type=section&id=%E7%92%B0%E5%A2%83%E4%BF%9D%E8%AD%B7) Bauhaus Group is committed to environmental protection, integrating sustainable practices into operations, complying with regulations, and actively reducing its environmental footprint through emission control, resource efficiency, and climate change response - The Group strictly complies with relevant environmental laws and regulations, with no violations or litigation cases identified during the reporting period[36](index=36&type=chunk) - The Group is committed to reducing harmful emissions by optimizing transportation routes, regularly maintaining vehicles, and monitoring fuel consumption to control air pollutant emissions[38](index=38&type=chunk)[39](index=39&type=chunk) - The Group actively promotes the "reduce, reuse, and recycle" principle, minimizing waste generation through store renovations, accessory reuse, encouraging customers to use their own shopping bags, and upcycling discarded items[43](index=43&type=chunk)[44](index=44&type=chunk) [Emissions](index=11&type=section&id=%E6%8E%92%E6%94%BE%E7%89%A9) The Group implements robust emission control strategies, managing air pollutant emissions through contractor collaboration and fuel monitoring, while actively promoting waste reduction, reuse, and recycling principles - Air pollutant emissions increased due to economic recovery and retail portfolio adjustments, with the Group controlling emissions by emphasizing vehicle maintenance, optimizing transportation routes, and monitoring fuel usage[38](index=38&type=chunk)[39](index=39&type=chunk) FY2025 Waste Gas Emissions Overview | Emission | Unit | FY2025 | | :--- | :--- | :--- | | Nitrogen Oxides | kg | 1.74 | | Sulfur Oxides | kg | 0.04 | | Particulate Matter | kg | 0.13 | - Purchased electricity is the primary source of the Group's greenhouse gas emissions, and the Group has implemented energy-saving measures and encouraged virtual meetings to reduce emissions[41](index=41&type=chunk) FY2025 Greenhouse Gas Emissions Overview | Greenhouse Gas Emission | Description | Unit | FY2025 | | :--- | :--- | :--- | :--- | | Scope 1 | GHG emissions from vehicles | tonnes of CO2 equivalent | 5.97 | | Scope 2 | GHG emissions from purchased electricity | tonnes of CO2 equivalent | 533.41 | | Scope 3 | Quantity of waste paper generated | tonnes of CO2 equivalent | 24.23 | | Scope 3 | Plastic/plastic-coated bags | tonnes of CO2 equivalent | 32.05 | | Scope 3 | Business air travel | tonnes of CO2 equivalent | 3.04 | | Total GHG Emissions | | tonnes of CO2 equivalent | 598.70 | | Density per square foot (gross floor area) | | tonnes of CO2 equivalent/sq ft | 0.0094 | - The Group actively promotes the "reduce, reuse, and recycle" principle, minimizing waste generation through store renovations, accessory reuse, encouraging customers to use their own shopping bags, and upcycling discarded items[43](index=43&type=chunk)[44](index=44&type=chunk) FY2025 Waste Generation Overview | Waste Type | Disposal Method | Unit | FY2025 | | :--- | :--- | :--- | :--- | | Plastic, paper, metal, glass | Sorted and sent to nearest recycling station | tonnes | 7.41 | | Waste from store closures and relocations | Furniture and lighting fixtures recycled for reuse in existing and new stores | tonnes | 467.41 | [Resource Usage](index=14&type=section&id=%E8%B3%87%E6%BA%90%E4%BD%BF%E7%94%A8) The Group is dedicated to efficient resource management, emphasizing energy efficiency, water conservation, and paperless operations, while strictly adhering to plastic bag charging schemes and reusing festive decorations - The Group continuously strengthens energy-saving measures by using energy-efficient LED lighting, installing air conditioning temperature controllers and timers, participating in the "Energy Saving Charter" scheme, and encouraging employees to conserve energy[48](index=48&type=chunk)[51](index=51&type=chunk) FY2025 Energy Consumption Overview | Energy Category | Description | Unit | FY2025 | | :--- | :--- | :--- | :--- | | Fuel | Diesel for vehicles | liters | 2,328 | | Purchased Electricity | Stores | kWh | 1,017,754 | | Purchased Electricity | Offices and warehouses | kWh | 195,964 | | Purchased Electricity | Total | kWh | 1,213,718 | | Store Electricity Consumption Density | | kWh/sq ft | 24.83 | | Office and Warehouse Electricity Consumption Density | | kWh/sq ft | 8.64 | - The Group's water consumption is low, but it continues to promote water conservation through measures such as installing water-saving devices, regularly checking for leaks, monitoring water usage data, and reminding employees to save water[53](index=53&type=chunk)[55](index=55&type=chunk) - The Group actively promotes a paperless environment by digitizing documents, adopting cloud storage, and advocating for the use of recycled paper, double-sided printing, and reduced color printing, with marketing gradually shifting from traditional paper promotional materials to digital media[53](index=53&type=chunk)[54](index=54&type=chunk) - The Group primarily handles packaging materials such as paper, plastic shopping bags, and cardboard boxes, and strictly complies with the plastic shopping bag charging scheme implemented by the Environmental Protection Department to reduce plastic bag consumption[56](index=56&type=chunk) FY2025 Packaging Material Consumption | Material Type | Unit | FY2025 | | :--- | :--- | :--- | | Plastic bags/plastic-coated bags | tonnes | 5.129 | | Paper | tonnes | 5.05 | [Environment and Natural Resources](index=16&type=section&id=%E7%92%B0%E5%A2%83%E5%8F%8A%E5%A4%A9%E7%84%B6%E8%B3%87%E6%BA%90) As a retailer, Bauhaus Group acknowledges its environmental impact, particularly in packaging and waste, regularly assessing its carbon footprint and collaborating with sustainable suppliers to protect ecosystems - The Group recognizes the environmental impact of its business activities, particularly in packaging materials and waste management, and regularly assesses its carbon footprint and environmental performance[58](index=58&type=chunk) - The Group actively establishes partnerships with suppliers focused on sustainable production processes, procures eco-friendly products, and invests in energy-saving technologies to reduce its overall environmental impact[59](index=59&type=chunk) [Climate Change](index=17&type=section&id=%E6%B0%A3%E5%80%99%E8%AE%8A%E5%8C%96) Bauhaus Group actively evaluates TCFD recommendations with external ESG consultants, regularly assessing climate-related risks to understand potential financial and operational impacts, and integrating climate factors into risk management and mitigation strategies - The Group, with the assistance of external ESG consultants, actively evaluates the recommendations proposed in the Task Force on Climate-related Financial Disclosures (TCFD) framework, regularly conducting climate-related risk assessments to understand their potential financial and operational impacts on business activities[61](index=61&type=chunk) - The Group is committed to enhancing its governance practices by integrating climate-related factors into risk assessments and will continue to monitor the impact of climate change on operations, formulating future mitigation or prevention strategies[62](index=62&type=chunk) [Social Performance](index=17&type=section&id=%E7%A4%BE%E6%9C%83%E7%B8%BE%E6%95%88) Bauhaus Group recognizes the importance of employees, customers, suppliers, and communities, striving to be an ethical employer and responsible community member by implementing a comprehensive HR framework, ensuring employee rights, and complying with labor laws - The Group is committed to being an ethical employer, business partner, and responsible community member, establishing meaningful partnerships with all stakeholders[63](index=63&type=chunk) - The Group implements a comprehensive human resources management framework, providing employees with a safe, positive, and inclusive working environment, and strictly complies with labor laws and regulations, with no violations related to compensation, dismissal, recruitment, promotion, working hours, rest periods, equal opportunities, diversity, anti-discrimination, and other treatment benefits[64](index=64&type=chunk)[65](index=65&type=chunk) [Employment](index=17&type=section&id=%E5%83%B1%E5%82%AD) Bauhaus Group views employees as central to its success, maintaining a comprehensive HR management framework to uphold employee rights, with 164 employees in Hong Kong and Macau as of March 31, 2025 - The Group has compiled a comprehensive "Employee Handbook" to standardize human resources management practices, ensuring all employment measures comply with statutory requirements[67](index=67&type=chunk) FY2025 Employee Composition and Turnover Rate | Metric | Number of Employees (FY2025) | Turnover Rate (FY2025) | | :--- | :--- | :--- | | **Total** | 164 | 68% | | **By Gender** | | | | Female | 137 | 64% | | Male | 27 | 89% | | **By Employment Category** | | | | Senior Management | 8 | 13% | | Middle Management | 9 | 44% | | Other Employees | 147 | 72% | | **By Age Group** | | | | ≤ 20 years old | 4 | 100% | | 21 to 40 years old | 104 | 68% | | 41 to 60 years old | 50 | 44% | | ≥ 61 years old | 6 | 50% | | **By Region** | | | | Hong Kong | 143 | 69% | | Macau | 21 | 62% | | **By Employment Type** | | | | Full-time | 154 | Not Applicable | | Part-time | 10 | Not Applicable | [Equal Opportunity and Anti-Discrimination](index=19&type=section&id=%E5%B9%B3%E7%AD%89%E6%A9%9F%E6%9C%83%E5%8F%8A%E5%8F%8D%E6%AD%A7%E8%A6%96) Bauhaus Group prioritizes fundamental human rights, striving to eliminate all forms of discrimination and leverage diverse talents, ensuring equal opportunities in all employment processes with a zero-tolerance policy for discrimination or harassment - The Group safeguards employees' fundamental human rights and freedoms, is committed to eradicating all forms of discrimination, and leverages diverse talents to enhance business performance[69](index=69&type=chunk) - The Group ensures all candidates and employees have equal opportunities in recruitment, employment, compensation, promotion, and transfer processes, and adopts a zero-tolerance policy for any form of discrimination or harassment[70](index=70&type=chunk) [Employee Well-being](index=19&type=section&id=%E5%83%B1%E5%82%AD%E7%A6%8F%E7%A5%89) Bauhaus Group prioritizes employee well-being, integrating work-life balance into operations by opposing overtime culture, implementing flexible working hours, and limiting office hours to foster a culture that values personal time - The Group prioritizes employee well-being, integrating work-life balance into business operations, firmly opposing overtime culture, implementing flexible working hours, and limiting general office operating hours to foster a culture that values personal time and well-being[71](index=71&type=chunk) [Health and Safety](index=19&type=section&id=%E5%81%A5%E5%BA%B7%E5%8F%8A%E5%AE%89%E5%85%A8) The Group considers employee safety paramount, regularly inspecting store and warehouse safety facilities, emphasizing workplace risks, and reporting no work-related injuries or lost days during the reporting period - The Group regularly inspects safety facilities in stores and warehouses, emphasizes workplace safety, and received no reports of work-related injuries or lost workdays during the reporting period[72](index=72&type=chunk) [Development and Training](index=20&type=section&id=%E7%99%BC%E5%B1%95%E5%8F%8A%E5%9F%B9%E8%A8%93) Bauhaus Group provides a supportive learning environment to enhance employee capabilities and skills, utilizing a transparent performance appraisal system for salary adjustments, bonuses, and promotions to ensure fairness and continuous improvement - The Group provides an adequate learning environment to enhance employee capabilities and skills, and has established a transparent performance appraisal system as an objective benchmark for annual salary adjustments, bonuses, and promotions[74](index=74&type=chunk) FY2025 Employee Training Overview | Metric | Average Training Hours (hours) | Percentage of Employees Trained (%) | | :--- | :--- | :--- | | **By Gender** | | | | Female | 10.43 | 100% | | Male | 14.81 | 100% | | **By Employee Category** | | | | Senior Management | 37.00 | 100% | | Middle Management | 5.39 | 100% | | Other Employees | 10.10 | 100% | [Labor Standards](index=20&type=section&id=%E5%8B%9E%E5%B7%A5%E6%A8%99%E6%BA%96) Bauhaus Group strictly prohibits child and forced labor, adhering to relevant laws and ethical standards, verifying applicant identities, and actively assessing supplier labor practices to eliminate such issues in the supply chain, with no reported cases - The Group strictly prohibits the use of child and forced labor, complies with relevant laws and regulations, and verifies applicants' identity documents as a preventive measure during the recruitment process[76](index=76&type=chunk) - The Group actively assesses suppliers' labor practices to eliminate child and forced labor in the supply chain and reported no cases of forced labor or child labor during the reporting period[77](index=77&type=chunk) [Operating Practices](index=21&type=section&id=%E7%87%9F%E9%81%8B%E5%B8%B8%E8%A6%8F) Bauhaus Group is committed to ethical practices, focusing on product quality and long-term partnerships with suppliers and customers through robust supply chain management, product responsibility, IP protection, data privacy, and anti-corruption policies - The Group is committed to being a principled employer, a trusted business partner, and a responsible community member, focusing on product quality and building long-term partnerships with suppliers and customers[78](index=78&type=chunk) - The Group has comprehensive supplier evaluation procedures, emphasizes collaboration with suppliers to adhere to social and environmental standards, prioritizes suppliers offering eco-friendly materials and products, and considers geographical proximity as a key factor in supplier selection[79](index=79&type=chunk) - The Group's commitment to product responsibility extends to enhancing transparency and consumer education through clear labeling, product information, and consumer engagement, helping customers make informed purchasing decisions[82](index=82&type=chunk) - The Group implements a multi-pronged approach to intellectual property protection, including regular audits, collaboration with legal experts, and fostering IP awareness among team members to safeguard the integrity of its brands, products, and innovations[84](index=84&type=chunk)[85](index=85&type=chunk) - The Group prioritizes customer data protection, employing robust encryption protocols, secure payment gateways, and strict access controls on its e-commerce platforms, and provides clear and concise privacy policies to empower customers with control over their personal data[86](index=86&type=chunk)[87](index=87&type=chunk) - The Group firmly opposes any corrupt practices, requires suppliers to sign ethical conduct statements, and has established an independent feedback mechanism for employees to report suspected fraud or misconduct, with no reports received during the reporting period[88](index=88&type=chunk)[89](index=89&type=chunk) - The Group is committed to community investment, particularly supporting youth, education, and vulnerable groups, providing internship opportunities for students, and encouraging employee participation in community activities, such as collaborating with the Society for Abandoned Animals and sponsoring charity runs[90](index=90&type=chunk)[91](index=91&type=chunk) [Supply Chain Management](index=21&type=section&id=%E4%BE%9B%E6%87%89%E9%8F%88%E7%AE%A1%E7%90%86) Bauhaus Group implements comprehensive supplier evaluation procedures, emphasizing quality assurance, product safety, legal compliance, and ESG responsibility, prioritizing eco-friendly suppliers and ethical payment practices, with 22 manufacturers primarily in Hong Kong, mainland China, and South Korea - The Group has comprehensive supplier evaluation procedures and requires suppliers to conduct fabric inspection and quality assurance procedures during the production process[79](index=79&type=chunk) - The Group prioritizes collaboration with suppliers that provide eco-friendly materials and products, and considers geographical proximity as an important factor in supplier selection to reduce transportation emissions[79](index=79&type=chunk) - The Group ensures all financial transactions with suppliers strictly adhere to procurement management guidelines, complying with transparent and fair payment terms, and settling invoices promptly[80](index=80&type=chunk) - During the reporting period, the Group engaged **22 existing manufacturers**, primarily located in Hong Kong, mainland China, and South Korea[80](index=80&type=chunk) [Product Responsibility](index=21&type=section&id=%E7%94%A2%E5%93%81%E8%B2%AC%E4%BB%BB) Bauhaus Group prioritizes product responsibility, implementing stringent quality control across the supply chain, emphasizing sustainability and ethical sourcing, and enhancing transparency through clear labeling and consumer education, with no product recalls reported - The Group implements stringent quality control measures at every stage of the supply chain, emphasizing sustainability, ethical sourcing, and compliance with industry standards[81](index=81&type=chunk) - The Group enhances transparency and consumer education through clear labeling, product information, and consumer engagement, helping consumers make informed decisions[82](index=82&type=chunk) - During the reporting period, the Group handled **33 complaints** related to goods and services, with no product recalls due to safety and health reasons, and no significant non-compliance cases[83](index=83&type=chunk) [Anti-Corruption](index=23&type=section&id=%E5%8F%8D%E8%B2%AA%E6%B1%A1) Bauhaus Group upholds the highest standards of business ethics, strictly prohibiting corruption, requiring suppliers to sign ethical conduct statements, and reinforcing anti-corruption guidelines through training and an independent whistleblowing mechanism, with no reports received - The Group upholds the highest standards of business ethics and integrity, strictly prohibits any corrupt practices, and firmly rejects monetary benefits, gifts, and favors from suppliers[88](index=88&type=chunk) - The Group requires all suppliers and vendors to sign ethical conduct statements, pledging no conflicts of interest and neither giving nor accepting bribes, and enhances employee anti-corruption awareness through training courses[89](index=89&type=chunk) - The Group has an independent feedback mechanism for employees to report suspected fraud or misconduct, with all complaints handled seriously under the supervision of independent non-executive directors, and no reports received during the reporting period[89](index=89&type=chunk) [Community Investment](index=23&type=section&id=%E7%A4%BE%E5%8D%80%E6%8A%95%E8%B3%87) Bauhaus Group is dedicated to meaningful community contributions, supporting youth, education, and vulnerable groups through internships and volunteerism, collaborating with animal welfare organizations, sponsoring charity runs, and consistently earning the "Caring Company" logo - The Group provides internship opportunities for students to gain work experience and encourages employee participation in volunteer services to contribute to the community[90](index=90&type=chunk)[91](index=91&type=chunk) - From July to August 2024, the Group collaborated with the Society for Abandoned Animals on a donation campaign; in February 2025, it sponsored the Hong Kong Children's Fund Charity Run and donated **HKD 20,000**[91](index=91&type=chunk) - The Group has been awarded the "Caring Company" logo by The Hong Kong Council of Social Service for **over 15 consecutive years** since 2018, demonstrating its long-term commitment to corporate social responsibility[91](index=91&type=chunk) [ESG Reporting Guide](index=25&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A%E5%AE%88%E5%89%87) This section provides a cross-reference table detailing how Bauhaus Group's ESG report complies with the mandatory disclosure requirements and key performance indicators of the HKEX Listing Rules Appendix C2 ESG Reporting Guide, ensuring compliance and transparency - This section serves as a cross-reference table, demonstrating how the Group's ESG report complies with the mandatory disclosure requirements and key performance indicators of the HKEX ESG Reporting Guide, ensuring report compliance and transparency[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk)[102](index=102&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk)[112](index=112&type=chunk) [Investor Information](index=32&type=section&id=%E6%8A%95%E8%B3%87%E8%80%85%E8%B3%87%E6%96%99) This section provides Bauhaus International (Holdings) Limited's listing information and key dates, including its HKEX stock code (483), issued shares (367,380,000), par value (HKD 0.10), and important financial reporting and AGM dates Listing and Share Information | Metric | Details | | :--- | :--- | | Listing Exchange | The Stock Exchange of Hong Kong Limited Main Board | | Listing Date | May 12, 2005 | | Stock Code | 483 | | Authorized Share Capital (March 31, 2025) | 2,000,000,000 | | Issued Shares (March 31, 2025) | 367,380,000 | | Board Lot Size | 2,000 shares | | Par Value per Share | HKD 0.10 | Key Dates | Event | Date | | :--- | :--- | | FY2023/24 Annual Results Announcement | June 25, 2024 | | FY2023/24 Annual General Meeting | August 19, 2024 | | FY2024/25 Annual Results Announcement | June 27, 2025 | | FY2024/25 Annual General Meeting | August 18, 2025 | - Official Website: corporate.bauhaus.com.hk; Investor Relations Email: ir@bauhaus.com.hk[114](index=114&type=chunk) [Company Information](index=33&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section provides detailed company information for Bauhaus International (Holdings) Limited, including its name, Board of Directors, authorized representatives, company secretary, and committee compositions - Company Name: Bauhaus International (Holdings) Limited[116](index=116&type=chunk) - Board members include Ms. Tong Shu Wen (Chairman), Mr. Yeung Yat Hang (CEO, Executive Director), and Ms. Choi Sze Man, Ms. Hui Mei Sum, Mr. Tsui Ka Yiu (Independent Non-Executive Directors); Mr. Wong Man Tai and Mr. Wong Ping Leung resigned as Independent Non-Executive Directors on June 28, 2025[116](index=116&type=chunk) - The composition of the Audit Committee, Remuneration Committee, and Nomination Committee has changed to reflect the resignations and new appointments of independent non-executive directors[116](index=116&type=chunk)[117](index=117&type=chunk) - The principal auditor is Grant Thornton Hong Kong Limited, and principal bankers include The Hongkong and Shanghai Banking Corporation Limited and Bank of China (Hong Kong) Limited[117](index=117&type=chunk) - The head office and principal place of business in Hong Kong are located at 1/F, Wo Foo Building, 204-210 Texaco Road, Tsuen Wan, New Territories, Hong Kong[118](index=118&type=chunk) [Financial Highlights](index=34&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) This section presents Bauhaus Group's ten-year trends for turnover, gross profit, net profit, and dividends, along with FY2025 segment turnover and key financial ratios, showing a slight revenue increase, significant net profit growth, and improved liquidity Ten-Year Turnover (HKD million) | Fiscal Year | Turnover (HKD million) | | :--- | :--- | | 2015/16 | 1,513.0 | | 2016/17 | 1,305.9 | | 2017/18 | 1,387.5 | | 2018/19 | 1,300.6 | | 2019/20 | 887.3 | | 2020/21 | 371.9 | | 2021/22 | 249.3 | | 2022/23 | 196.6 | | 2023/24 | 193.0 | | 2024/25 | 194.5 | Ten-Year Gross Profit and Gross Profit Margin | Fiscal Year | Gross Profit (HKD million) | Gross Profit Margin (%) | | :--- | :--- | :--- | | 2015/16 | 892.7 | 59.0 | | 2016/17 | 817.9 | 62.6 | | 2017/18 | 843.8 | 60.8 | | 2018/19 | 725.4 | 55.8 | | 2019/20 | 534.3 | 60.2 | | 2020/21 | 240.6 | 64.7 | | 2021/22 | 159.6 | 64.0 | | 2022/23 | 150.0 | 76.3 | | 2023/24 | 143.2 | 74.2 | | 2024/25 | 139.0 | 71.5 | Ten-Year Net Profit/(Loss) and Net Profit Margin | Fiscal Year | Net Profit/(Loss) (HKD million) | Net Profit Margin (%) | | :--- | :--- | :--- | | 2015/16 | 52.9 | 3.5 | | 2016/17 | 64.9 | 5.0 | | 2017/18 | 40.6 | 2.9 | | 2018/19 | (62.1) | -4.8 | | 2019/20 | (172.6) | -19.5 | | 2020/21 | 99.7 | 26.8 | | 2021/22 | 142.6 | 64.0 | | 2022/23 | 46.0 | 23.4 | | 2023/24 | 1.2 | 0.6 | | 2024/25 | 11.7 | 6.0 | FY2025 Segment Turnover (HKD million) | Business Segment | FY2025 (HKD million) | FY2024 (HKD million) | Change (%) | FY2025 Share (%) | FY2024 Share (%) | Change (percentage points) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Offline | 191.5 | 189.8 | +0.9 | 98.5 | 98.3 | +0.2 | | Online | 3.0 | 3.2 | -6.3 | 1.5 | 1.7 | -0.2 | | **Total** | **194.5** | **193.0** | **+0.8** | **100.0** | **100.0** | | FY2025 Key Financial Ratios | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Gross Profit Margin (%) | 71.5 | 74.2 | -2.7 percentage points | | Net Profit Margin (%) | 6.0 | 0.6 | 5.4 percentage points | | Average Return on Equity (%) | 6.9 | 0.7 | 6.2 percentage points | | Average Return on Assets (%) | 5.0 | 0.6 | 4.4 percentage points | | Inventory Turnover Days | 256 | 261 | -5 days | | Accounts Receivable Turnover Days | 6 | 6 | – | | Accounts Payable Turnover Days | 6 | 5 | +1 day | | Current Ratio | 3.5 | 3.2 | +9.4% | | Quick Ratio | 2.7 | 2.3 | +17.4% | | Debt-to-Equity Ratio (%) | – | – | Not Applicable | | Book Value per Share (HK cents) | 47.8 | 44.7 | +6.9% | | Basic Earnings per Share (HK cents) | 3.2 | 0.3 | +966.7% | | Diluted Earnings per Share (HK cents) | 3.2 | 0.3 | +966.7% | [Directors and Company Secretary](index=37&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E5%85%AC%E5%8F%B8%E7%A7%98%E6%9B%B8) This section provides biographies of Bauhaus Group's Board members and Company Secretary, detailing their extensive experience, professional qualifications, and responsibilities within the Group - Ms. Tong Shu Wen is the Group's co-founder, Chairman, and authorized representative, responsible for strategic retail portfolio management, procurement strategy, and cost control, possessing extensive fashion industry experience and conceiving the "SALAD" brand[127](index=127&type=chunk) - Mr. Yeung Yat Hang is the Group's Chief Executive Officer, responsible for implementing corporate strategies and managing business operations, with over **25 years** of experience in business negotiation, project management, store layout, and retail operations[128](index=128&type=chunk) - Independent Non-Executive Directors Mr. Wong Man Tai, Ms. Choi Sze Man, Mr. Wong Ping Leung, Ms. Hui Mei Sum, and Mr. Tsui Ka Yiu all possess extensive experience in finance, accounting, business management, and strategic planning[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - Mr. Lam Wing Hung joined the company in July 2024 as Chief Financial Officer and Company Secretary, with over **14 years** of experience in auditing, accounting, and corporate management[134](index=134&type=chunk) [Management Discussion and Analysis](index=37&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides a detailed analysis of Bauhaus Group's business and financial performance for the year ended March 31, 2025, highlighting revenue and net profit growth driven by offline same-store sales and cost control, with online business still in exploration - The Group primarily engages in the design and retail of fashion apparel, bags, and accessories for over two decades, with flagship own brands generating most of its revenue[136](index=136&type=chunk) - As of March 31, 2025, the Group operated **31 self-managed offline stores**, a decrease of **2 stores** from the previous year[137](index=137&type=chunk)[138](index=138&type=chunk) - Despite the continued sluggish retail market in Hong Kong and Macau, the Group recorded a net profit increase of **875.0%** to approximately **HKD 11.7 million** and a revenue increase of **0.8%** to approximately **HKD 194.5 million**[140](index=140&type=chunk) [Business Review](index=39&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) Bauhaus Group improved its business performance in a challenging retail market through operational optimization and cost restructuring, with offline retail revenue growing 0.9% driven by a 6% same-store sales increase - Offline retail business revenue increased by **0.9%** to approximately **HKD 191.5 million**, primarily driven by a sustained **6%** positive growth in overall same-store sales[142](index=142&type=chunk) - Hong Kong market same-store sales grew by **6%** compared to last year, showing strong quarterly growth momentum with a **16%** increase in the fourth quarter[143](index=143&type=chunk) - Macau's offline retail business recorded a **4%** growth in full-year same-store sales, influenced by improved tourism and government policy support[144](index=144&type=chunk) - The online business recorded a loss of approximately **HKD 0.8 million**, with sales decreasing by approximately **6.3%** to approximately **HKD 3 million**, and the Group has established a dedicated task force to promote e-commerce development[146](index=146&type=chunk) [Financial Review](index=41&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) For the year ended March 31, 2025, Bauhaus Group's revenue slightly increased by 0.8% to HKD 194.5 million, with net profit significantly rising to HKD 11.7 million, primarily due to impairment reversals and reduced impairment provisions, maintaining strong liquidity with no bank borrowings FY2025 Financial Performance Overview | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 194,500,000 | 193,000,000 | +0.8 | | Same-Store Sales Growth | +6% | +11% | -5 percentage points | | Gross Profit | 139,000,000 | 143,200,000 | -2.9 | | Gross Profit Margin | 71.5% | 74.2% | -2.7 percentage points | | Core Operating Expenses | 127,900,000 | 131,100,000 | -2.4 | | Lease Expenses | 45,100,000 | 53,200,000 | -15.2 | | Number of Employees | 164 | 165 | -0.6 | | Net Profit | 11,700,000 | 1,200,000 | +875.0 | - The increase in net profit was primarily attributable to the reversal of impairment provisions for right-of-use assets of approximately **HKD 1.4 million** and a reduction in impairment provisions for property, plant, and equipment to approximately **HKD 0.2 million**[154](index=154&type=chunk) - The Group maintains ample liquidity, with cash and cash equivalents and time deposits of approximately **HKD 97.1 million**, no borrowings, and a debt-to-equity ratio of zero[157](index=157&type=chunk) - Net cash flow from operating activities increased by **19.5%** to approximately **HKD 53.4 million**, mainly due to a significant reduction in inventory levels[158](index=158&type=chunk) [Contingent Liabilities](index=43&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of March 31, 2025, Bauhaus Group's contingent liabilities amounted to approximately HKD 2.6 million, primarily bank guarantees for utilities and property lease deposits, a decrease from HKD 2.9 million in 2024 Contingent Liabilities Overview | Item | March 31, 2025 (HKD) | March 31, 2024 (HKD) | | :--- | :--- | :--- | | Bank guarantees issued in lieu of utility and property lease deposits | 2,600,000 | 2,900,000 | [Human Resources](index=43&type=section&id=%E4%BA%BA%E5%8A%9B%E8%B3%87%E6%BA%90) As of March 31, 2025, Bauhaus Group had 164 employees, offering competitive remuneration, performance bonuses, MPF, insurance, and share option schemes to attract and retain talent, alongside internal and external training programs for professional development Human Resources Overview | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Employees (including directors) | 164 | 165 | - The Group offers competitive remuneration packages, including performance bonuses, MPF, insurance benefits, and share option schemes, and regularly reviews remuneration packages[162](index=162&type=chunk) - The Group provides internal training for retail staff and subsidizes external training courses to promote professional development[162](index=162&type=chunk) [Foreign Exchange Risk Management](index=43&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86) Bauhaus Group faces foreign exchange risk as sales and purchases are primarily settled in HKD and USD, continuously monitoring its exposure and hedging contractual commitments for overseas purchases when necessary - The Group's sales and purchases are primarily settled in HKD and USD, thus incurring foreign exchange risk[163](index=163&type=chunk) - The Group will continue to monitor its foreign exchange position and, if necessary, hedge foreign exchange risks arising from contractual commitments for apparel purchases from overseas suppliers[163](index=163&type=chunk) [Corporate Governance Report](index=44&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) Bauhaus Group is committed to maintaining a robust and transparent corporate governance framework, having adopted and complied with the HKEX Corporate Governance Code provisions during the reporting period, detailing board structure, committees, risk management, and communication - The Group is committed to maintaining a robust and transparent corporate governance framework, having adopted and complied with the code provisions of the HKEX Corporate Governance Code during the review year[165](index=165&type=chunk)[166](index=166&type=chunk) - The Board comprises two executive directors and three independent non-executive directors, ensuring a strong independent element and possessing appropriate commercial, legal, and/or financial experience[169](index=169&type=chunk)[172](index=172&type=chunk) - The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, with written terms of reference, and all committees are composed of independent non-executive directors[181](index=181&type=chunk) - The Group has adopted an Inside Information Policy, a Whistleblowing Policy, and an Anti-Corruption Policy, implementing relevant procedures and guidelines to ensure information confidentiality, fair handling of misconduct, and prevention of corruption[210](index=210&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk) [Board of Directors](index=44&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83) The Bauhaus Group Board of Directors is responsible for leading and controlling company affairs, comprising two executive and three independent non-executive directors, all possessing deep industry knowledge and committed to continuous professional development - The Board is responsible for setting objectives, formulating corporate strategies, and overseeing the Group's performance, bearing collective and individual responsibility to shareholders[167](index=167&type=chunk) - As of March 31, 2025, the Board comprised five members, including two executive directors (Ms. Tong Shu Wen, Mr. Yeung Yat Hang) and three independent non-executive directors (Mr. Wong Man Tai, Ms. Choi Sze Man, Mr. Wong Ping Leung)[169](index=169&type=chunk) - On June 28, 2025, Mr. Wong Man Tai and Mr. Wong Ping Leung resigned as independent non-executive directors, and Ms. Hui Mei Sum and Mr. Tsui Ka Yiu were appointed as independent non-executive directors[175](index=175&type=chunk) - All directors are committed to participating in continuous professional development, with at least **15 hours** annually, to expand and update their knowledge and skills[177](index=177&type=chunk) FY2025 Director Training Overview | Director Name | Type of Training | | :--- | :--- | | Ms. Tong Shu Wen | A, B | | Mr. Yeung Yat Hang | A, B | | Mr. Wong Man Tai | A, B | | Ms. Choi Sze Man | A, B | | Mr. Wong Ping Leung | A, B | [Board Meetings](index=47&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E6%9C%83%E8%AD%B0) Bauhaus Group's Board meetings are held at least quarterly, with notices and agendas provided 14 days in advance, and minutes maintained by the Company Secretary, with attendance records for directors at various meetings detailed - Board meetings are held at least **four times** a year, with meeting notices and agendas issued at least **14 days** in advance[180](index=180&type=chunk) FY2025 Board and Committee Meeting Attendance | Director | AGM | Board | Audit Committee | Remuneration Committee | Nomination Committee | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Tong Shu Wen | 1/1 | 5/5 | Not Applicable | Not Applicable | Not Applicable | | Mr. Yeung Yat Hang | 1/1 | 5/5 | Not Applicable | Not Applicable | Not Applicable | | Mr. Wong Man Tai | 1/1 | 5/5 | 3/3 | 1/1 | 2/2 | | Ms. Choi Sze Man | 1/1 | 5/5 | 3/3 | 1/1 | 2/2 | | Mr. Wong Ping Leung | 1/1 | 5/5 | 3/3 | 1/1 | 2/2 | [Board Committees](index=47&type=section&id=%E8%91%A3%E4%BA%8B%E5%A7%94%E5%93%A1%E6%9C%83) The Board has established Audit, Remuneration, and Nomination Committees with written terms of reference, all composed of three independent non-executive directors possessing relevant professional qualifications and experience, with their key responsibilities and review activities detailed - The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, and all committees are composed of three independent non-executive directors with professional qualifications and experience in accounting, law, finance, and business management[181](index=181&type=chunk) - The Audit Committee is responsible for reviewing and monitoring the Group's financial information, risk management, and internal control systems, and reviewing the independence and remuneration of the external auditor[183](index=183&type=chunk)[184](index=184&type=chunk) - The Remuneration Committee is responsible for providing recommendations on the directors' remuneration policy and structure, and reviewing and approving management's remuneration proposals, ensuring remuneration is linked to corporate objectives[185](index=185&type=chunk)[186](index=186&type=chunk) - The Nomination Committee is responsible for reviewing the Board's structure, size, and composition, selecting director candidates, and handling director succession planning, particularly for the Chairman and CEO[188](index=188&type=chunk) [Board Diversity Policy](index=49&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A4%9A%E5%85%83%E5%8C%96%E6%94%BF%E7%AD%96) Bauhaus Group has adopted a Board Diversity Policy, considering factors like gender, age, background, experience, and tenure for board composition, ensuring appointments are merit-based and contribute to diversity, with regular policy reviews - The Group has adopted a Board Diversity Policy, considering multiple factors including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service when determining Board composition[189](index=189&type=chunk) FY2025 Board Diversity Overview | Director Position | Executive Directors | Independent Non-Executive Directors | Total | | :--- | :--- | :--- | :--- | | | 2 | 3 | 5 | | **Length of Service** | | | | | 5 years or less | 3 | – | 3 | | 6 to 10 years | – | – | – | | Over 10 years | – | 2 | 2 | | **Age Group** | | | | | 40 to 49 years old | 2 | – | 2 | | 50 to 59 years old | – | 2 | 2 | | Over 60 years old | – | 1 | 1 | | **Gender** | | | | | Female | 1 | 1 | 2 | | Male | 1 | 2 | 3 | FY2025 Employee Gender Diversity Overview (including Directors and Senior Management) | Gender | Female | Male | Total | | :--- | :--- | :--- | :--- | | Number of Employees | 137 | 27 | 164 | | Gender Ratio | 84% | 16% | 100% | [Nomination Policy](index=50&type=section&id=%E6%8F%90%E5%90%8D%E6%94%BF%E7%AD%96) Bauhaus Group's Nomination Policy ensures a balanced board with diverse skills and perspectives, considering integrity, experience, qualifications, and independence for candidate selection, with a structured process for new appointments and re-election of retiring directors - The Nomination Policy aims to ensure the Board possesses a balanced mix of skills, experience, and diverse perspectives applicable to the company's business, with candidate selection considering factors such as integrity, achievements, qualifications, legal compliance, commitment, independence, and diversity[194](index=194&type=chunk)[196](index=196&type=chunk) - The nomination process for new directors involves the Nomination Committee evaluating candidates and recommending them to the Board, while the re-election of retiring directors involves reviewing their contributions and performance to the company and assessing the independence of independent non-executive directors[197](index=197&type=chunk)[198](index=198&type=chunk) - In accordance with the company's Articles of Association, Ms. Tong Shu Wen, Ms. Hui Mei Sum, and Mr. Tsui Ka Yiu will retire by rotation at the Annual General Meeting and are eligible for re-election[200](index=200&type=chunk) [External Auditor and Auditor's Remuneration](index=52&type=section&id=%E5%A4%96%E8%81%98%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%8F%8A%E6%A0%B8%E6%95%B8%E5%B8%AB%E8%96%AA%E9%85%AC) Bauhaus Group has engaged Grant Thornton Hong Kong Limited as its principal auditor since FY2021, with total remuneration for audit and non-audit services in FY2025 amounting to HKD 1.317 million, slightly lower than FY2024 - The Group has engaged Grant Thornton Hong Kong Limited as its principal auditor since the fiscal year ended March 31, 2021[202](index=202&type=chunk) FY2025 Auditor's Remuneration (HKD thousand) | Item | FY2025 (HKD thousand) | FY2024 (HKD thousand) | | :--- | :--- | :--- | | Audit Services Remuneration: | | | | Principal Auditor | 1,000 | 1,000 | | Subsidiary Auditors | 233 | 242 | | Subtotal | 1,233 | 1,242 | | Non-Audit Services Remuneration of Principal Auditor: | | | | Other | 84 | 82 | | Subtotal | 84 | 82 | | **Total** | **1,317** | **1,324** | [Risk Management and Internal Control](index=52&type=section&id=%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86%E5%8F%8A%E5%85%A7%E9%83%A8%E7%9B%A3%E6%8E%A7) The Board is responsible for risk management and internal control systems, aiming to manage rather than eliminate risks, with the Audit Committee overseeing effectiveness, and the control framework including clear responsibilities, financial controls, and a risk management committee, confirmed effective by the Board - The Board is responsible for the risk management and internal control systems, which are designed to manage rather than eliminate risks, and to provide reasonable rather than absolute assurance[204](index=204&type=chunk) - The control framework includes clear responsibilities, appropriate authorization, risk assessment, financial controls, budgeting systems, accounting records, stringent approval procedures, a whistleblowing mechanism, and an anti-corruption mechanism[208](index=208&type=chunk) - The Risk Management Committee is responsible for annually monitoring and reviewing the effectiveness of the internal control system and making recommendations to the Audit Committee[208](index=208&type=chunk) - For the year ended March 31, 2025, the Board and the Audit Committee have reviewed and confirmed the effectiveness and adequacy of the system[209](index=209&type=chunk) [Inside Information Policy](index=54&type=section&id=%E5%85%A7%E5%B9%95%E6%B6%88%E6%81%AF%E6%94%BF%E7%AD%96) Bauhaus Group has an Inside Information Policy to regulate the handling and disclosure of price-sensitive information, ensuring strict confidentiality and fair, timely public release in compliance with laws, with designated personnel subject to specific procedures and trading restrictions - The Group has adopted an Inside Information Policy to regulate the handling and disclosure of inside information, ensuring strict confidentiality and fair, timely public release in accordance with applicable laws and regulations[210](index=210&type=chunk) - Designated personnel (including directors and relevant staff) must adhere to specific procedures and are subject to restrictions and blackout periods when dealing in company securities[210](index=210&type=chunk) [Whistleblowing Policy](index=54&type=section&id=%E8%81%B2%E5%A0%B1%E6%94%BF%E7%AD%96) Bauhaus Group's Whistleblowing Policy covers improper conduct, providing a confidential and anonymous mechanism for employees to report suspected misconduct, ensuring effective investigation and resolution under the Audit Committee's oversight - The Group has adopted a Whistleblowing Policy aimed at detecting and deterring improper, negligent, or unethical conduct, providing a mechanism for staff to report suspected misconduct anonymously and confidentially[211](index=211&type=chunk) - The Audit Committee is responsible for receiving, deliberating, and investigating whistleblowing cases, and providing recommendations to the Board to resolve issues and rectify violations[211](index=211&type=chunk) [Anti-Corruption Policy](index=54&type=section&id=%E5%8F%8D%E8%B2%AA%E6%B1%A1%E6%94%BF%E7%AD%96) Bauhaus Group's Anti-Corruption Policy applies to all directors, officers, and employees, providing ethical guidelines and conflict of interest management, with a zero-tolerance stance on fraud and corruption, and encouraging business partners to adhere to its principles - The Group's Anti-Corruption Policy applies to all directors, officers, and employees, providing fundamental codes of conduct and guidelines for handling conflicts of interest[212](index=212&type=chunk) - The Group adopts a zero-tolerance approach to all forms of fraud and corruption and encourages business partners to adhere to the principles of its Anti-Corruption Policy[212](index=212&type=chunk) [Model Code for Securities Transactions](index=55&type=section&id=%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) Bauhaus Group has adopted the Model Code for Securities Transactions by Directors of Listed Issuers from HKEX Appendix C3, with all directors confirming compliance during the review year - The Group has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the HKEX Listing Rules as its code of conduct for directors' securities transactions[214](index=214&type=chunk) - All directors confirmed that they have complied with the required standards set out in the Model Code throughout the review year[214](index=214&type=chunk) [Directors' Responsibilities for the Consolidated Financial Statements](index=55&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%89%E9%97%9C%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E4%B9%8B%E8%B2%AC%E4%BB%BB) The Board is responsible for preparing consolidated financial statements that truly and fairly reflect the Group's financial position, performance, and cash flows, adhering to relevant laws and accounting standards, and maintaining proper accounting records - The Board is responsible for preparing the consolidated financial statements, ensuring they comply with relevant laws and Listing Rules disclosure requirements, and present a true and fair view of the company's and Group's financial position, performance, and cash flows[215](index=215&type=chunk) - The Board selects and consistently applies appropriate accounting policies, makes prudent and reasonable judgments and estimates, and prepares the financial statements on a going concern basis[215](index=215&type=chunk) [Communication with Investors and Shareholders](index=55&type=section&id=%E8%88%87%E6%8A%95%E8%B3%87%E8%80%85%E5%8F%8A%E8%82%A1%E6%9D%B1%E4%B9%8B%E6%BA%9D%E9%80%9A) Bauhaus Group's executive directors regularly communicate with investors, analysts, and media to enhance transparency, encouraging shareholder attendance at AGMs for direct engagement, with reports and announcements available on the HKEX and company websites - Executive directors regularly communicate with shareholders, potential investors, research analysts, fund managers, and the media to enhance transparency[216](index=216&type=chunk) - The Board encourages shareholders to attend general meetings to engage directly with the Board, with the external auditor and chairmen of various Board committees also present to answer inquiries[216](index=216&type=chunk) - Annual/interim reports, announcements, and press releases are published on the HKEX and company websites and are regularly updated[216](index=216&type=chunk) [Dividend Policy](index=55&type=section&id=%E8%82%A1%E6%81%AF%E6%94%BF%E7%AD%96) Bauhaus Group's Dividend Policy aims for sustainable business development and shareholder returns, with dividend declarations at the Board's discretion, considering operational performance, financial health, and capital needs, subject to legal and regulatory restrictions, with no guaranteed specific dividend amounts - The Group has adopted a Dividend Policy aimed at achieving sustainable business development and providing desirable returns to shareholders[217](index=217&type=chunk) - Dividend declarations are at the Board's discretion, considering factors such as operations and profitability, business development, capital needs and surplus, overall financial position, contractual restrictions, and other applicable factors[217](index=217&type=chunk) - Dividend payments are subject to the Cayman Islands Companies Act, the company's Articles of Association, and all applicable laws, rules, and regulations, and there is no guarantee that any specific amount of dividend will be paid in any given period[218](index=218&type=chunk) [Procedures for Shareholders to Convene an EGM](index=56&type=section&id=%E8%82%A1%E6%9D%B1%E5%8F%AC%E9%96%8B%E8%82%A1%E6%9D%B1%E7%89%B9%E5%88%A5%E5%A4%A7%E6%9C%83%E4%B9%8B%E7%A8%8B%E5%BA%8F) Shareholders holding at least one-tenth of the paid-up share capital can request an EGM by written notice to the Board or Company Secretary, specifying the agenda, and if the Board fails to convene within 21 days, shareholders may do so, with the company reimbursing reasonable expenses - Qualified shareholders holding not less than **one-tenth** of the company's paid-up share capital may at any time requisition the Board or the Company Secretary in writing to convene an extraordinary general meeting[221](index=221&type=chunk) - The requisition must state the shareholders' names, shareholdings, reasons for convening, and details of the matters to be addressed, and be signed by the qualified shareholders[221](index=221&type=chunk) - If the Board fails to convene an extraordinary general meeting within **21 days** of the requisition, the qualified shareholders may themselves convene the meeting, and the company shall reimburse reasonable expenses incurred[221](index=221&type=chunk) [Procedures for Shareholders to Propose Resolutions at General Meetings](index=57&type=section&id=%E8%82%A1%E6%9D%B1%E6%96%BC%E8%82%A1%E6%9D%B1%E5%A4%A7%E6%9C%83%E6%8F%90%E7%A8%B1%E5%BB%BA%E8%AD%B0%E4%B9%8B%E7%A8%8B%E5%BA%8F) Cayman Islands company law does not permit shareholders to move new resolutions at general meetings; however, shareholders wishing to propose resolutions can follow the procedures for convening an EGM by submitting a requisition - Cayman Islands company law does not contain provisions allowing shareholders to move new resolutions at general meetings[222](index=222&type=chunk) - Shareholders wishing to propose resolutions may do so by following the procedures for convening an extraordinary general meeting through submitting a requisition[222](index=222&type=chunk) [Procedures for Shareholder Enquiries to the Board](index=57&type=section&id=%E5%90%91%E8%91%A3%E4%BA%8B%E6%9C%83%E6%9F%A5%E8%A9%A2%E4%B9%8B%E7%A8%8B%E5%BA%8F) Bauhaus Group shareholders can submit written enquiries to the Board via mail or email, with the Company Secretary responsible for forwarding them to the relevant executive directors, committee chairmen, or management for effective handling - Shareholders may submit enquiries to the Board in writing via mail or email (ir@bauhaus.com.hk)[223](index=223&type=chunk) - The Company Secretary will forward enquiries to the relevant executive directors, chairmen of Board committees, or Group management for handling[224](index=224&type=chunk)[226](index=226&type=chunk) [Report of the Directors](index=58&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) This report presents the audited consolidated financial statements for the year ended March 31, 2025, covering the Group's principal activities, business review, environmental policy, relationships with stakeholders, results, dividends, share capital, and major shareholders - This report presents the audited consolidated financial statements for the year ended March 31, 2025[227](index=227&type=chunk) - The company's principal activities are investment holding and managing the Group's business, with subsidiaries primarily engaged in the design and retail of fashion apparel, bags, and accessories, property holding, brand licensing, and providing management services[228](index=228&type=chunk) - The Group is committed to environmental protection and sustainable business operations, complying with relevant environmental laws, standards, and policies, and promoting paperless documentation, electronic communication, energy saving, and recycling materials[230](index=230&type=chunk) - The Group considers employees, customers, and suppliers key to its retail business success, offering competitive remuneration, a safe and healthy working environment, and building long-term relationships with customers and suppliers[231](index=231&type=chunk)[232](index=232&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[234](index=234&type=chunk) [Principal Activities](index=58&type=section&id=%E4%B8%BB%E8%A6%81%E6%A5%AD%E5%8B%99) Bauhaus Group's principal activities include investment holding and group management, with subsidiaries primarily engaged in the design and retail of fashion apparel, bags, and accessories, property holding, brand licensing, and management services - The company's principal activities are investment holding and managing the Group's business[228](index=228&type=chunk) - Its subsidiaries are primarily engaged in the design and retail of fashion apparel, bags, and fashion accessories, property holding, brand licensing, and providing management services[228](index=228&type=chunk) [Business Review](index=58&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The business review for the year ended March 31, 2025, is detailed in the "Chairman's Statement" and "Management Discussion and Analysis" sections, emphasizing the Group's compliance with relevant laws and regulations during the period - The Group's business review for the year ended March 31, 2025, is set out in the "Chairman's Statement" and "Management Discussion and Analysis" sections[229](index=229&type=chunk) - The Group has complied with relevant laws and regulations that have a significant impact on its operations during the review year[229](index=229&type=chunk) [Environmental Policy and Performance](index=58&type=section&id=%E7%92%B0%E5%A2%83%E6%94%BF%E7%AD%96%E5%8F%8A%E8%A1%A8%E7%8F%BE) Bauhaus Group is committed to environmental protection and sustainable operations, adhering to relevant environmental laws and policies in its operating jurisdictions, and promoting eco-friendly practices like paperless documentation, electronic communication, energy saving, and recycling - The Group is committed to complying with current relevant environmental laws, standards, and policies in the countries or jurisdictions where it primarily operates[230](index=230&type=chunk) - The Group promotes various environmental protection measures in its operations and workplaces, including paperless documentation, electronic communication, energy saving, and recycling materials[230](index=230&type=chunk)

截至二零二五年三月三十一日止年度之 全年業績公告 | ➣ | 本集團營業額上升0.8%至194,500,000港元（二零二四年：193,000,000港元）。 | | | | | --- | --- | --- | --- | --- | | ➣ | 按業務分部劃分之銷售如下： | | | | | | 截 至 截 至 | | | | | | 二零二五年 二零二四年 | | | | | | 三月三十一日 三月三十一日 | | | | | | 止年度 止年度 | | 動 | 變 | | | 百萬港元 百萬港元 | | | | | | 線 下 191.5 189.8 | +0.9% | | | | | 線 上 3.0 3.2 | –6.3% | | | | ➣ | 毛利減少2.9%至139,000,000港 元（二 零 二 四 年：143,200,000港 元），而 | | 利 | 毛 | | | 率則減少至71.5%（二零二四年：74.2%）。 | | | | | ➣ | 截至二零二五年三月三十一日止年度本集團錄得純利11,700,000港 | 元（二 | | | | | 零二四年：1,200,000港 元）。 ...

Financial Performance - Gross margin decreased by 1.0 percentage points to 73.4% compared to the previous period[5] - Net profit margin was reported at 4.0% for the current period, not applicable for the previous period[5] - Basic earnings per share decreased from 1.0 HKD to (0.7) HKD, not applicable for the current period[5] - For the six months ended September 30, 2024, the company recorded a net loss of approximately HKD 2,500,000, compared to a net profit of approximately HKD 3,500,000 in the same period last year[33] - Revenue decreased by approximately 4.9% to about HKD 82,500,000, down from HKD 86,800,000 in the previous year[41] - The gross profit decreased by approximately 6.2% to about HKD 60,600,000, with a gross margin slightly declining to approximately 73.4% from 74.4% in the previous year[42] - Same-store sales in Hong Kong showed a slight decline of about 3%, compared to a growth of approximately 17% in the previous year[41] - The company reported a loss before tax of HKD 2,470,000 for the six months ended September 30, 2024, compared to a profit of HKD 1,392,000 in the previous year[72] - The company reported a loss attributable to equity holders of HKD 2,470,000 for the six months ended September 30, 2024, compared to a profit of HKD 3,500,000 in the same period of 2023[123] - The basic earnings per share for the six months ended September 30, 2024, was a loss of HKD 0.0067, compared to a profit of HKD 0.0095 in the previous year[123] Operational Metrics - Inventory turnover days improved by 60 days, decreasing from 370 to 310 days[5] - Current ratio increased by 44.0%, rising from 2.5 to 3.6[5] - Quick ratio improved by 86.7%, increasing from 1.5 to 2.8[5] - Total sales area increased by 5.2%, from 43,648 square feet to 45,937 square feet[5] - The company operated 35 self-managed retail stores as of September 30, 2024, an increase from 33 stores as of March 31, 2024[28] - Total revenue for the six months ended September 30, 2024, was HKD 82,535,000, with offline sales contributing HKD 81,249,000 and online sales contributing HKD 1,286,000[99] - Total revenue for the six months ended September 30, 2024, was HKD 86,791,000, compared to HKD 82,535,000 for the same period in 2023, representing a growth of approximately 5.7%[107] - Online sales contributed HKD 1,620,000, an increase from HKD 1,286,000 in the previous year, reflecting a growth of about 26%[107] Cost Management - Operating expenses remained stable, slightly increasing by approximately 0.2% to about HKD 64,500,000 compared to HKD 64,400,000 in the previous year[43] - Rental expenses decreased by approximately 9.1% to about HKD 22,900,000 from HKD 25,200,000 in the previous year[46] - Employee costs slightly increased by about 2.2% to approximately HKD 23,100,000 from HKD 22,600,000 in the previous year, with total employees rising to 174 from 165[47] - Employee benefit expenses for the period were HKD 23,148,000, down from HKD 27,310,000 in the same period of 2023, indicating a reduction in labor costs[116] Cash Flow and Assets - Cash flow from operating activities increased to approximately HKD 36,000,000 from HKD 6,300,000 in the previous year, attributed to a reduction in inventory levels[57] - Total assets decreased to approximately HKD 161,400,000 from HKD 164,000,000 as of March 31, 2024[53] - The group’s cash and cash equivalents were approximately HKD 26,400,000, down from HKD 57,700,000 as of March 31, 2024[54] - The company's net cash and cash equivalents decreased to HKD 26,421,000 from HKD 33,781,000 in the previous year[81] - Total assets as of September 30, 2024, amounted to HKD 231,794,000, while total liabilities were HKD 67,757,000, resulting in a net asset position[1] Strategic Initiatives - The company plans to optimize store layouts and enhance in-store experiences to attract more foot traffic as tourism gradually recovers in Hong Kong[64] - The company aims to expand its e-commerce platform and strengthen the synergy between online and offline sales channels to diversify its customer base[65] - The company continues to focus on expanding its retail presence in Hong Kong and Macau, leveraging both offline and online sales channels[91] - The company is committed to enhancing its product offerings and exploring new market opportunities through strategic initiatives[91] Market Conditions - The retail market in Hong Kong and Macau remains under pressure, with a slow recovery impacting sales performance[29] - The company remains confident in future growth despite the challenges faced in the retail environment[30] - The company anticipates increased consumer spending during the year-end holiday and major shopping seasons due to government initiatives to stimulate tourism and retail[64] Governance and Compliance - The company has maintained compliance with the corporate governance code as per the listing rules as of September 30, 2024[165] - The audit committee, consisting of at least three independent non-executive directors, has reviewed the financial statements for the six months ended September 30, 2024[166] - The company confirms that at least 25% of its issued shares are held by the public as of the report date[169]

Revenue Performance - The group's revenue decreased by approximately 4.9% to about HKD 82,500,000 for the six months ended September 30, 2024, compared to HKD 86,800,000 in the same period of 2023[2] - Total revenue for the six months ended September 30, 2024, was HKD 82,535,000, a decrease of 5% compared to HKD 86,791,000 for the same period in 2023[35] - Retail revenue slightly decreased by approximately 4.9% during the reporting period, amounting to about HKD 82,500,000, down from approximately HKD 86,800,000 in 2023[75] - Sales by business segment showed offline sales at HKD 81.2 million (down 4.7%) and online sales at HKD 1.3 million (down 18.8%) for the same period[2] - Offline sales contributed HKD 81,249,000, while online sales accounted for HKD 1,286,000, indicating a decline in both segments[38] Profitability and Loss - Gross profit decreased by approximately 6.2% to about HKD 60,600,000, with a slight decline in gross margin to approximately 73.4% from 74.4% in 2023[2] - The group recorded a net loss of approximately HKD 2,500,000 for the six months ended September 30, 2024, compared to a net profit of HKD 3,500,000 in 2023[3] - Basic and diluted loss per share was approximately HKD 0.7 cents, compared to earnings of HKD 1.0 cent per share in 2023[4] - Adjusted profit before tax for the group was HKD 11,335,000, down from HKD 14,604,000 in the previous year, reflecting a decrease of approximately 22%[27] - The group reported a pre-tax loss of HKD 2,470,000, reflecting ongoing challenges in the retail environment[27] Assets and Liabilities - Total assets less current liabilities amounted to HKD 192,421,000 as of September 30, 2024, compared to HKD 185,203,000 as of March 31, 2024[11] - Current assets totaled HKD 141,331,000, slightly up from HKD 141,223,000 as of March 31, 2024[11] - Non-current assets totaled HKD 90,114,000, down from HKD 90,571,000 as of March 31, 2024[11] - Total assets as of September 30, 2024, amounted to HKD 231,445,000, slightly down from HKD 231,794,000 as of March 31, 2024[27] - Total liabilities increased to HKD 70,040,000 from HKD 67,757,000, indicating a rise in financial obligations[27] Operational Highlights - The group primarily engages in the design and retail of trendy clothing, bags, and fashion accessories, with significant revenue from its main brands such as "SALAD" and "TOUGH"[13] - The group operated 35 self-managed retail stores as of September 30, 2024, an increase from 33 stores as of March 31, 2024[73] - Same-store sales grew by approximately 1% in the second quarter of 2024 compared to the same period last year, showing a significant recovery from a decline of about 9% in the first quarter[77] - The group faced challenges in the Hong Kong retail market due to slow economic recovery and increased outbound travel, impacting sales performance[74] - The group continues to focus on operational quality and profitability rather than solely pursuing sales performance[78] Future Outlook and Strategies - The group is optimistic about the second half of the year due to government policies aimed at boosting local tourism and store renovations[78] - The group anticipates increased consumer spending during the year-end holidays and major shopping seasons due to the gradual recovery of the tourism industry[102] - The group plans to optimize store layouts and enhance in-store experiences to attract more foot traffic[102] - The company continues to focus on expanding its online distribution channels to capture the potential of online consumption[19] - The group aims to expand its e-commerce platform and strengthen the synergy between online and offline sales channels[104] Financial Management - The group had no bank borrowings as of September 30, 2024, maintaining an asset-liability ratio of zero[93] - The group maintained stable operating expenses, which slightly increased by about 0.2% to approximately HKD 64,500,000, compared to HKD 64,400,000 in 2023[83] - Employee benefit expenses, including director remuneration, decreased to HKD 23,148,000 for the six months ended September 30, 2024, from HKD 22,599,000 in 2023, reflecting a 2.4% increase[42] - The interest expense on lease liabilities for the six months ended September 30, 2024, was HKD 1,813,000, compared to HKD 1,719,000 in 2023, marking a 5.5% increase[40] - The depreciation of property, plant, and equipment for the six months ended September 30, 2024, was HKD 2,775,000, up from HKD 1,557,000 in 2023, showing an increase of 78.1%[42] Shareholder Information - The company did not declare an interim dividend for the six months ended September 30, 2024, and 2023[50] - The board did not declare an interim dividend for the six months ended September 30, 2024, and 2023[106] - The board has established an audit committee consisting of at least three independent non-executive directors as of September 30, 2024[110] - At least 25% of the company's issued shares are held by the public as of the announcement date[111] - The interim results announcement will be published on the Hong Kong Stock Exchange and the company's website[112]

Financial Performance - The group's revenue for the year ending March 31, 2024, decreased by 1.8% to HKD 193,000,000 due to weak consumer sentiment and changes in local spending habits[2]. - For the fiscal year 2023/24, the total revenue was HKD 193.0 million, a decrease of 1.8% compared to HKD 196.6 million in the previous fiscal year[61]. - The net profit for the fiscal year 2023/24 was HKD 142.6 million, resulting in a net profit margin of 73.8%[60]. - Net profit dropped significantly to HKD 1.2 million from HKD 46 million, primarily due to reduced inventory provisions and increased rental expenses[85]. - The group recorded a gain from property sales of HKD 2.6 million for the year, up from HKD 1.5 million in 2023[81]. - The group had no bank borrowings as of March 31, 2024, maintaining a debt-to-asset ratio of zero[88]. - The company did not declare any dividends for the year ending March 31, 2024[161]. Operational Efficiency - The management is committed to improving operational efficiency and cost control to adapt to changing consumer behaviors[5]. - The company is focusing on strategic retail management and cost control to improve operational efficiency moving forward[65]. - The group successfully adjusted rental and employee costs to better align with sales performance[74]. - Cash flow from operating activities decreased by 37.6% to HKD 44.7 million, attributed to rising operating costs[90]. Market Outlook - The group maintains a cautiously optimistic outlook for the retail market in Hong Kong and Macau, anticipating a more pronounced recovery in retail sales as global interest rates decline[5]. - The overall retail atmosphere in Hong Kong remains sluggish, impacting sales performance despite the easing of travel restrictions[73]. Environmental, Social, and Governance (ESG) Initiatives - The company emphasizes the importance of environmental, social, and governance (ESG) strategies for long-term success, with a dedicated team reporting to the board on these matters[8]. - Stakeholder engagement will guide the development of future ESG policies and improvement measures, focusing on key concerns such as plastic use and employee retention[14]. - The company has implemented comprehensive measures to protect personal data, ensuring compliance with applicable laws and regulations[45]. - The company has established a systematic inspection process to monitor product quality, ensuring compliance with environmental and social responsibilities[41]. - The group emphasizes the importance of environmental sustainability and compliance with relevant environmental laws and policies in its operations[156]. Employee Management - As of March 31, 2024, the company has 165 employees in Hong Kong and Macau, a decrease from 183 employees in 2023, representing a reduction of approximately 9.84%[31]. - The employee turnover rate increased to 82% in 2024 from 75% in 2023, indicating a significant rise in employee attrition[32]. - The company provided a total of 1,593 training hours in the review year, down from 1,824 hours in 2023, reflecting a decrease of about 12.66%[35]. - There were no reported workplace injuries during the review year, a significant improvement compared to one injury reported in the previous year, which resulted in 39 lost workdays[34]. Corporate Governance - The board consists of five members, including two executive directors and three independent non-executive directors, ensuring a balanced governance structure[101]. - The company has adopted corporate governance policies to ensure compliance with the Hong Kong Stock Exchange's listing rules, including the appointment of independent non-executive directors[104]. - The board is responsible for risk management and internal control systems, which are reviewed at least annually for effectiveness[130]. - The audit committee reviewed the group's consolidated financial statements and compliance with corporate governance codes[111]. Shareholder Engagement - Regular communication with shareholders and potential investors is maintained to enhance transparency and engagement[142]. - The company has adopted a dividend policy to ensure sustainable business development and provide reasonable returns to shareholders, with factors such as operations, profitability, and overall financial condition considered for dividend declarations[143]. Product and Market Strategy - The group has focused on increasing gross margins by selling more private label products and enhancing brand recognition for "TOUGH" and "SALAD"[3]. - The company plans to enhance its brand assets by focusing on unique and high-quality products, including jackets, handbags, and distressed jeans[5]. - E-commerce is expected to significantly impact the retail sector, with the company aiming to balance physical and digital channels to provide a seamless shopping experience[5]. Inventory and Sales Performance - Same-store sales increased by 11% for the fiscal year, recovering from a decline of 6% in 2023[77]. - The group's offline retail business in Macau saw a strong rebound with same-store sales growth of 49%, compared to a decline of 28% in 2023[74]. - The average inventory turnover days improved to 261 days, a reduction of 28 days compared to 289 days in the previous fiscal year[64].

Financial Performance - The group's revenue decreased by 1.8% to HKD 193,000,000 for the year ended March 31, 2024, compared to HKD 196,600,000 in 2023[2]. - The gross profit decreased by 4.5% to HKD 143,200,000, down from HKD 150,000,000 in 2023[2]. - Basic and diluted earnings per share were HKD 0.3 cents, significantly lower than HKD 12.5 cents in the previous year[2]. - The net profit for the year was HKD 1,200,000, a substantial decrease from HKD 45,967,000 in 2023[2]. - Total revenue for the year ended March 31, 2024, was HKD 192,996,000, a decrease of 1% from HKD 196,618,000 in the previous year[36]. - The company reported a pre-tax profit of HKD 1,373,000, compared to HKD 39,391,000 in the previous year, indicating a significant decline[34]. - The group recorded a net profit of HKD 1,200,000 for the year ending March 31, 2024, compared to HKD 46,000,000 in 2023[51]. - The group recorded a net loss of HKD 1,960,000 from the sale of property, plant, and equipment[35]. - The group’s tax expense for the year was HKD 159,000, compared to a tax credit of HKD 6,576,000 in 2023[44]. - The group did not receive any government subsidies during the fiscal year, compared to HKD 4.2 million in 2023[62]. Sales and Revenue Breakdown - Offline sales were HKD 189,800,000, a slight decline of 1.2% from HKD 192,100,000 in the previous year, with the offline sales ratio decreasing to 74.2% from 76.3%[2]. - Online sales contributed HKD 3,193,000, down 29.6% from HKD 4,532,000 in the previous year[36]. - Same-store sales growth was +11% for the year, recovering from a decline of -6% in the previous year[52]. - The group's total revenue from offline retail decreased by 1.2% to HKD 189,800,000, down from HKD 192,100,000 in 2023[52]. Assets and Liabilities - Total non-current assets increased to HKD 90,571,000 from HKD 76,238,000 in the previous year[5]. - Current assets rose to HKD 141,223,000, compared to HKD 130,649,000 in 2023[5]. - Current liabilities increased to HKD 46,591,000 from HKD 33,018,000 in the previous year[5]. - Total assets amounted to HKD 231,794,000, an increase from HKD 206,887,000 in the previous year[34]. - Total liabilities increased to HKD 67,757,000 from HKD 44,365,000, indicating a rise in financial obligations[34]. - The group reported contingent liabilities of HKD 2.9 million related to bank guarantees for utility and property lease deposits, up from HKD 1.5 million in 2023[72]. Operational Highlights - The group primarily engages in the design and retail of trendy clothing, bags, and fashion accessories[28]. - The group operated 33 physical stores in Hong Kong and Macau as of March 31, 2024, down from 39 stores in 2023[52]. - The group aims to balance physical and digital channels to maintain competitiveness, planning to gradually promote omnichannel retailing[77]. - The group plans to enhance its brand assets by focusing on unique, creative, and high-quality products, particularly jackets, handbags, and distressed jeans[76]. Expenses and Costs - Operating expenses rose by 9.4% to HKD 136 million, up from HKD 124.3 million in 2023[57]. - Rental expenses increased to HKD 53.2 million from HKD 42.9 million in 2023, reflecting the group's efforts to renegotiate lease terms[58]. - Employee benefits expenses, including salaries and other benefits, rose to HKD 51,365,000 from HKD 46,376,000 in the previous year[41]. - Employee costs rose by 6.2% to HKD 47.7 million, while total employees decreased to 165 from 183 in 2023[60]. Financial Reporting and Compliance - The consolidated financial statements include the company and its subsidiaries up to March 31, 2024[8]. - New and revised Hong Kong Financial Reporting Standards effective from April 1, 2023, were adopted without significant impact on the financial performance and position[11]. - The amendments to HKAS 12 clarify that deferred tax assets and liabilities must be recognized for leases, effective from April 1, 2023[15]. - The group did not recognize any deferred tax assets related to lease liabilities as of March 31, 2024, due to the lack of predictable future profits[17]. - The group is not subject to the Pillar Two Model Rules, thus the amendments do not impact the consolidated financial statements[19]. - The revised Hong Kong Financial Reporting Standards are expected to be adopted in the first period after their effective dates, with no significant impact anticipated on the consolidated financial statements[23]. - The group has ceased applying the practical expedient method for accounting related to long service payments, leading to adjustments in service costs and liabilities[26]. Future Outlook - The group anticipates a cautious optimistic outlook for the retail market in Hong Kong and Macau, expecting a recovery in retail sales driven by declining global interest rates[76]. - The group will reassess control over an investee if any of the three control factors change[10]. Governance and Shareholder Information - The board does not recommend the payment of a final dividend for the year ending March 31, 2024[78]. - The company has established an Audit Committee consisting of three independent non-executive directors to oversee financial reporting and internal controls[84]. - The preliminary financial results for the year ending March 31, 2024, are consistent with the audited consolidated financial statements[85]. - There have been no changes in directors or other director information since the publication of the interim report for the six months ending September 30, 2023[87]. - The performance announcement for the year ending March 31, 2024, will be published on the company's website and the Hong Kong Stock Exchange website[88]. - The company expresses gratitude to shareholders, business partners, and customers for their unwavering support over the years[89].

Financial Performance - Gross margin increased to 74.4% from 65.8%, a rise of 8.6 percentage points[3] - Net profit margin decreased to 4.0% from 7.3%, a decline of 3.3 percentage points[3] - Basic earnings per share fell to HKD 1.0 from HKD 1.6, a decrease of 37.5%[3] - As of September 30, 2023, the group recorded a net profit of approximately HKD 3,500,000, a decrease from HKD 5,900,000 in the same period last year[22] - The group's total revenue increased by approximately 8.2% to about HKD 86,800,000, up from HKD 80,200,000 in the previous year[29] - The group reported a net profit attributable to equity holders of HKD 3,500,000, down from HKD 5,869,000 in the previous year, resulting in earnings per share of HKD 1.0[57] - The group reported a pre-tax profit of HKD 5,985,000 for the six months ended September 30, 2023, compared to HKD 16,393,000 in the previous year, indicating a significant decline[82] Store and Operational Metrics - Total number of stores decreased to 33 from 42, a reduction of 9 stores[3] - The number of physical stores decreased from 39 to 33, with 26 in Hong Kong and 7 in Macau as of September 30, 2023[19] - Total floor area decreased to 43,648 square feet from 67,956 square feet, a decline of 35.8%[3] - Same-store sales growth was approximately +17% for the six months ended September 30, 2023, compared to -13% in the previous year[29] - Macau's same-store sales surged approximately +59%, recovering from -43% in the previous year[26] Revenue Breakdown - The group reported total revenue of HKD 86,791,000 for the six months ended September 30, 2023, with offline sales contributing HKD 85,171,000 and online sales contributing HKD 1,620,000[76] - Online sales amounted to approximately HKD 1,600,000, down from HKD 2,000,000 in the previous year, with a segment loss of about HKD 100,000[27] - Online sales contributed HKD 1,620,000, while offline sales were HKD 85,171,000, reflecting a decrease in online sales by 19.8%[78] Cost and Expense Management - Core operating expenses (excluding non-cash write-offs, sale losses, and impairment losses) increased by approximately 8.7% to about HKD 63,600,000[31] - Rental expenses surged by approximately 27.9% to about HKD 25,200,000, reflecting rising rental costs post-border reopening[34] - Employee costs slightly increased by approximately 6.6% to about HKD 22,600,000, aligning with sales growth, while total employees decreased to 152[35] Cash Flow and Assets - Cash flow from operating activities decreased to approximately HKD 6,300,000, down from HKD 22,000,000 in the previous year, mainly due to increased inventory replenishment[48] - The group's net asset value as of September 30, 2023, was approximately HKD 166,000,000, an increase from HKD 162,500,000 as of March 31, 2023[46] - The total assets as of September 30, 2023, amounted to HKD 192,983,000, an increase from HKD 173,869,000 as of March 31, 2023[59] - Cash and cash equivalents decreased to HKD 33,781,000 from HKD 67,809,000 at the end of March 2023, reflecting a net decrease of HKD 34,028,000[63] Financial Ratios - Current ratio decreased to 2.5 from 3.1, a decline of 19.4%[3] - Quick ratio increased to 1.5 from 1.4, an increase of 7.1%[3] - Average return on equity decreased to 4.2% from 7.3%, a decline of 3.1 percentage points[3] Strategic Focus and Outlook - The group aims to focus on operating profitable retail platforms rather than solely pursuing sales performance[26] - The group remains cautiously optimistic about retail performance in the second half of the fiscal year, focusing on enhancing profitability and quality growth rather than large-scale expansion[55] - The group continues to strategically relocate and consolidate retail operations to maintain competitiveness amid rising rental costs[34] Shareholder Information - The company did not declare an interim dividend for the six months ended September 30, 2023, compared to HKD 0.03 per share for the same period in 2022[89] - The company has a significant concentration of ownership, with the top shareholders holding over 49% of the issued share capital[107] - The total number of shares held by major shareholder Dr. Huang Rui Lin is 212,100,000, accounting for 57.73% of the company's issued share capital[107] Compliance and Governance - The company has confirmed compliance with the standards set out in the code of conduct for securities trading by directors as of September 30, 2023[114] - The company maintained compliance with the corporate governance code as per the listing rules during the reporting period[119] - The Audit Committee, consisting of at least three independent non-executive directors, reviewed the accounting principles and practices adopted by the group for the six months ended September 30, 2023[120]