閣下如對本通函任何方面或應採取的行動有任何疑問，請諮詢 閣下之股票經紀或其 他註冊證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下的全部宏基資本有限公司股份，應立即將本通函連同隨附之 代表委任表格及年度報告交予買主或承讓人或經手買賣或轉讓之銀行、股票經紀或其 他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示概不會對因本通函全部或任何部分 內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 RYKADAN CAPITAL LIMITED 宏基資本有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2288） 此乃要件 請即處理 購回股份及發行股份之一般授權、 重選退任董事之建議 及 股東週年大會通告 宏基資本有限公司（「本公司」）召開二零二五年股東週年大會之通告載於本通函第 AGM-1至AGM-4頁。無論 閣下是否出席大會，敬請 閣下閱讀通告並將隨附之代表 委任表格按照其指示填妥，並盡快及無論如何須於股東週年大會或其任何續會之指定 舉行時間四十八小時前交回本公司之香港 ...

RYKADAN CAPITAL LIMITED 宏基資本有限公司 二零二五年股東週年大會之代表委任表格 本人╱吾等 （附註 1） 地址為 為宏基資本有限公司（「本公司」）股本中每股面值 0.01 港元之股份共 股 請在以下適當欄內標記 閣下之投票表決意向 （附註 4） 。 （於開曼群島註冊成立的有限公司） （股份代號：2288） 之登記持有人 （附註 2） ，茲委任 （附註 3） 地址為 或（如未能出席）大會主席為本人╱吾等之代表，代表本人╱吾等出席本公司於二零二五年九月十日（星期三）下午三時正假座香港金鐘 金鐘道 95 號統一中心 10 樓 1 室舉行之股東週年大會（「大會」）（及其任何續會）並於會上代表本人╱吾等依照以下指示就召開大會之通告 所載之決議案或就會上提呈之任何決議案或動議投票，如並無提供指示，則由本人╱吾等之受委代表酌情投票。 附註： 收集個人資料聲明 本聲明中所指的「個人資料」與香港法例第 486 章《個人資料（私隱）條例》（「《個人資料（私隱）條例》」）中「個人資料」的涵義相同。 閣下是自願提供個人 資料，其中包括 閣下及 閣下委任代表的姓名及地址，以用於處理 閣下在本代表委任表格上所述的 ...

年度報告 2025 公司資料 董事會 審核委員會 何國華 （主席） 杜景仁 簡佩詩 薪酬委員會 何國華 （主席） 杜景仁 簡佩詩 提名委員會 執行董事 陳偉倫 （主席兼行政總裁） 勞海華 （首席財務官） 非執行董事 吳德坤 獨立非執行董事 何國華 杜景仁 簡佩詩 陳偉倫 （主席） 何國華 杜景仁 公司秘書 呂文傑 核數師 德勤 • 關黃陳方會計師行 執業會計師 註冊公眾利益實體核數師 香港 金鐘道88 號 太古廣場一期35 樓 法律顧問 胡關李羅律師行 北京德恒（福州）律師事務所 主要往來銀行 星展銀行（香港）有限公司 香港上海滙豐銀行有限公司 澳門華人銀行股份有限公司 註冊辦事處 Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands 香港總部及主要營業地點 香港 黃竹坑 黃竹坑道23 號 宏基匯29 樓 主要股份過戶登記處 Suntera (Cayman) Limited Suite 3204, Unit 2A Block 3, Building D P.O. Box 1586 Gardenia C ...

Group 1 - The company reported a net loss of HKD 294 million for the year ending March 31, 2025, from both continuing and discontinued operations, with a basic loss per share of HKD 0.749 [1] - The company's bank deposits and cash amounted to approximately HKD 64 million, a decrease from HKD 101 million in the previous year [1] - The board of directors does not recommend the payment of a final dividend [1]

[Financial Summary](index=1&type=section&id=Financial%20Summary) [Overview of Financial Summary](index=1&type=section&id=Overview%20of%20Financial%20Summary) Rykadan Capital Limited reported a significant increase in loss for the year, decreased net asset value per share, reduced cash, and no final dividend recommendation | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Loss for the year from continuing operations | (223,722) | (166,963) | | Loss for the year from discontinued operations | (69,982) | (9,203) | | Loss for the year (continuing and discontinued operations) | (293,704) | (176,166) | | Net asset value per share attributable to owners of the Company | 1.54 HKD | 2.29 HKD | | Bank balances and cash | 64,000 | 101,000 | - The Board does not recommend a final dividend for the year ended March 31, 2025[2](index=2&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) Revenue from continuing operations decreased, but gross profit turned positive; however, increased losses from associates and joint ventures, and higher impairment losses on trade receivables, significantly expanded the loss for the year | Indicator (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Revenue | 74,451 | 103,343 | | Gross profit (loss) | 8,263 | (28,185) | | Operating loss | (43,112) | (70,959) | | Share of results of associates | (113,198) | (35,216) | | Share of results of joint ventures | (90,921) | (12,444) | | Loss for the year from continuing operations | (223,722) | (166,963) | | Loss for the year from discontinued operations | (69,982) | (9,203) | | Loss for the year | (293,704) | (176,166) | | Loss Per Share (HK Cents) | 2025 | 2024 | | :--- | :--- | :--- | | From continuing and discontinued operations (basic) | (74.9) | (46.3) | | From continuing operations (basic) | (56.3) | (43.9) | [Consolidated Statement of Comprehensive Income](index=4&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) The Group's total comprehensive loss for the year ended March 31, 2025, further widened, primarily due to the expanded loss for the year, with other comprehensive income items having a minor overall impact | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Loss for the year | (293,704) | (176,166) | | Other comprehensive income for the year | (685) | (985) | | Total comprehensive loss for the year | (294,389) | (177,151) | | Total comprehensive loss for the year attributable to owners of the Company | (281,880) | (174,504) | [Consolidated Statement of Financial Position](index=5&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Non-current assets and equity attributable to owners significantly decreased due to reductions in investment properties, PPE, and interests in associates and joint ventures; net current assets increased, but total assets less current liabilities decreased | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Non-current assets | 208,379 | 575,768 | | Investment properties | 2,700 | 154,500 | | Interests in associates | 67,423 | 178,766 | | Interests in joint ventures | 134,939 | 205,096 | | Current assets | 485,136 | 571,834 | | Assets classified as held for sale | 119,883 | – | | Current liabilities | 113,363 | 273,529 | | Liabilities associated with assets classified as held for sale | 51,166 | – | | Net current assets | 440,490 | 298,305 | | Total assets less current liabilities | 648,869 | 874,073 | | Equity attributable to owners of the Company | 579,493 | 861,373 | [Notes to the Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [1. General Information](index=7&type=section&id=1.%20General%20Information) Rykadan Capital Limited, incorporated in the Cayman Islands and listed on the HKEX, primarily engages in investment holding and corporate management services, with its consolidated financial statements presented in HKD - The Company was incorporated in the Cayman Islands, and its shares have been listed on The Stock Exchange of Hong Kong Limited since August 21, 2009[8](index=8&type=chunk) - The Company is an investment holding company and provides corporate management services[9](index=9&type=chunk) - The Group's consolidated financial statements are presented in Hong Kong Dollars, which is also the functional currency of the Company[10](index=10&type=chunk) [2. Basis of Preparation of Consolidated Financial Statements](index=7&type=section&id=2.%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements) The consolidated financial statements are prepared in accordance with HKFRSs issued by the HKICPA, applying amendments effective this year, which had no significant impact on the Group's financial position or performance - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[11](index=11&type=chunk) - The application of the amendments to HKFRSs in the current year had no significant impact on the Group's financial position and performance for the current and prior years and/or on the disclosures made in these consolidated financial statements[12](index=12&type=chunk) [3. Revenue and Segment Reporting](index=8&type=section&id=3.%20Revenue%20and%20Segment%20Reporting) The Group's continuing operations derive revenue from property development, asset, investment, and fund management, and distribution of building materials; total revenue decreased in FY2025, with property development being the largest contributor but declining, and the property investment segment reclassified as discontinued operations - The Group's principal activities from continuing operations are property development, asset, investment and fund management, and distribution of building and interior decoration materials[13](index=13&type=chunk) | Revenue Category (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Sale of completed properties | 70,773 | 92,590 | | Distribution of building and interior decoration materials | – | 6,019 | | Asset, investment and fund management income | 3,678 | 4,734 | | **Total** | **74,451** | **103,343** | - As at March 31, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations from continuing operations was **HKD 169,000** (2024: **HKD 74,876,000**), which is expected to be recognized within the next 2 months[14](index=14&type=chunk) - The operating segment in respect of property investment was discontinued during the year ended March 31, 2025, and reclassified as discontinued operations[16](index=16&type=chunk) | Geographical Location (Continuing Operations Revenue) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Hong Kong | 3,678 | 4,734 | | PRC | – | 6,019 | | United States | 70,773 | 92,590 | | **Total** | **74,451** | **103,343** | [4. Other Income](index=15&type=section&id=4.%20Other%20Income) The Group's other income from continuing operations primarily consists of interest income from loans to an associate, with a decrease in total other income compared to the prior year | Income Source (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Interest income from loans to an associate | 2,559 | 3,762 | | Interest income from bank deposits | 386 | 1,134 | | **Total** | **4,934** | **6,718** | [5. Other Net Losses](index=16&type=section&id=5.%20Other%20Net%20Losses) The Group's other net losses from continuing operations are mainly composed of exchange losses, which narrowed in the current year | Loss Source (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Net exchange loss | (1,728) | (3,923) | | Gain on disposal of other property, plant and equipment | 18 | – | | **Total** | **(2,180)** | **(3,883)** | [6. Finance Costs](index=16&type=section&id=6.%20Finance%20Costs) The Group's finance costs from continuing operations primarily consist of bank loan interest expenses, with a decrease in total finance costs this year, and a portion of interest capitalized to properties under development for sale | Finance Costs (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Interest expense on bank loans | 10,577 | 13,684 | | Less: Interest expense capitalized to properties under development for sale | (905) | (937) | | **Total** | **9,800** | **12,869** | - The capitalization rate used to determine the amount of borrowing costs capitalized during the year was approximately **6.4%** (2024: **4.0%**) per annum, indicating an increase in borrowing costs[25](index=25&type=chunk) [7. Other Major Expenses](index=17&type=section&id=7.%20Other%20Major%20Expenses) The Group's major expenses include cost of properties sold, employee benefit expenses, and impairment losses on trade receivables; cost of properties sold and direct costs of management services significantly decreased, but impairment losses on trade receivables substantially increased | Expense Item (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Auditor's remuneration (audit services) | 950 | 950 | | Auditor's remuneration (non-audit services) | 696 | 150 | | Cost of properties sold | 62,173 | 105,600 | | Direct costs of providing management services | 4,015 | 11,692 | | Employee benefit expenses | 30,979 | 32,712 | | Impairment losses on trade receivables (net of reversal) | 11,730 | 5,041 | | Write-down of properties held for sale | – | 9,026 | [8. Income Tax Credit (Expense)](index=17&type=section&id=8.%20Income%20Tax%20Credit%20%28Expense%29) The Group recorded an income tax credit this year, primarily due to over-provision in prior years and deferred tax credits, contrasting with an income tax expense last year, with no Hong Kong profits tax provision due to absence of taxable profits | Income Tax Item (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Current tax (withholding tax on dividend distribution) | (71) | (1,217) | | Over-provision in prior years (other jurisdictions) | 168 | – | | Deferred tax (credited (charged) to profit or loss) | 58 | (1,058) | | **Total** | **109** | **(2,275)** | - No Hong Kong profits tax provision has been made in the consolidated financial statements for both years as the Group did not generate any assessable profits[27](index=27&type=chunk) - During the year ended March 31, 2025, withholding tax of **HKD 71,000** (2024: **HKD 58,000**) was recognized on dividend distribution by a Canadian subsidiary of the Group[29](index=29&type=chunk) [9. Discontinued Operations / Assets Classified as Held for Sale and Liabilities Associated with Assets Held for Sale](index=18&type=section&id=9.%20Discontinued%20Operations%20%2F%20Assets%20Classified%20as%20Held%20for%20Sale%20and%20Liabilities%20Associated%20with%20Assets%20Held%20for%20Sale) The Group signed an agreement to sell part of Rykadan Capital Tower on December 17, 2024, reclassifying the property investment business as discontinued operations, leading to a significant increase in loss for the year from discontinued operations due to fair value reduction of investment properties, with related assets and liabilities classified as held for sale - On December 17, 2024, the Group entered into a sale and purchase agreement with an independent third party, German Pool (Hong Kong) Limited, for the disposal of 27th and 28th Floors of Rykadan Capital Tower together with certain car parking spaces, and the property investment operation was accounted for as "discontinued operations" in the Group's consolidated financial statements for the year ended March 31, 2025[30](index=30&type=chunk) | Indicator (Discontinued Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Revenue | 997 | 1,045 | | Fair value loss on investment properties | (66,900) | (4,316) | | Loss for the year from discontinued operations | (69,982) | (9,203) | | Assets and Liabilities Classified as Held for Sale (2025 HKD Thousands) | | | :--- | :--- | | Investment properties | 84,900 | | Other property, plant and equipment | 32,875 | | Properties held for sale | 1,805 | | **Total assets classified as held for sale** | **119,883** | | Bank loans | (51,054) | | **Total liabilities associated with assets classified as held for sale** | **(51,166)** | - During the year ended March 31, 2025, there were no breaches of covenants in relation to the utilized facilities[34](index=34&type=chunk) [10. Loss Per Share](index=20&type=section&id=10.%20Loss%20Per%20Share) The Group's basic loss per share (from continuing and discontinued operations) for the year ended March 31, 2025, significantly widened to **74.9 HK cents** from **46.3 HK cents** last year, with no diluted loss per share reported due to the absence of potential dilutive ordinary shares | Loss Per Share (HK Cents) | 2025 | 2024 | | :--- | :--- | :--- | | From continuing operations (basic) | (56.3) | (43.9) | | From discontinued operations (basic) | (18.6) | (2.5) | | From continuing and discontinued operations (basic) | (74.9) | (46.3) | - No diluted loss per share for both years was presented as there were no potential dilutive ordinary shares in existence during both years[38](index=38&type=chunk) [11. Dividends](index=20&type=section&id=11.%20Dividends) No dividends were paid or declared during the year, and the Board does not recommend a final dividend for the year ended March 31, 2025 - No dividends were paid or declared during the year[39](index=39&type=chunk) - The Board does not recommend the payment of a dividend for the year ended March 31, 2025 (2024: nil HKD)[39](index=39&type=chunk) [12. Investment Properties](index=20&type=section&id=12.%20Investment%20Properties) The Group's investment property value significantly decreased, primarily due to fair value reduction and reclassification of some properties to assets held for sale | Investment Properties (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | At beginning of year | 154,500 | 158,700 | | Fair value loss on investment properties | (66,900) | (4,316) | | Transferred to assets classified as held for sale | (84,900) | – | | At end of year | 2,700 | 154,500 | - As at March 31, 2025, investment properties of **HKD 1,000,000** were pledged as collateral for bank loans directly related to assets classified as held for sale[40](index=40&type=chunk) [13. Interests in Associates and Loans to an Associate](index=21&type=section&id=13.%20Interests%20in%20Associates%20and%20Loans%20to%20an%20Associate) The Group's interests in associates significantly decreased due to changes in share of net assets and amounts due from associates; loans to an associate increased but changed from interest-bearing to interest-free | Interests in Associates (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Share of net assets | 1,357 | 11,596 | | Amounts due from associates | 326,121 | 323,954 | | Share of net liabilities | (260,055) | (156,784) | | **Total interests in associates** | **67,423** | **178,766** | | Loans to an Associate (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Amount | 47,040 | 40,000 | | Interest rate | Interest-free | 15% per annum | - The amounts due from associates are interest-free, unsecured, and without fixed repayment terms, and as there are no plans or likelihood of settlement in the foreseeable future, the directors of the Company consider these amounts to substantially form part of the net investment[42](index=42&type=chunk) [14. Interests in Joint Ventures](index=21&type=section&id=14.%20Interests%20in%20Joint%20Ventures) The Group's interests in joint ventures decreased despite a reversal of impairment loss recognized during the year; amounts due from joint ventures remain interest-free, unsecured, and without fixed repayment terms | Interests in Joint Ventures (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Share of net assets | 14,939 | 14,472 | | Amounts due from joint ventures | 283,116 | 292,534 | | Share of net liabilities | (163,116) | (68,710) | | Less: Impairment loss | – | (33,200) | | **Total interests in joint ventures** | **134,939** | **205,096** | - As at March 31, 2025, the recoverable amount of Coville Group was determined with reference to the cash consideration, and an impairment reversal of **HKD 33,200,000** was recognized in profit or loss for the year ended March 31, 2025[43](index=43&type=chunk) [15. Trade Receivables](index=22&type=section&id=15.%20Trade%20Receivables) The Group's total trade receivables decreased, with receivables over 90 days accounting for the largest proportion, though their amount also reduced | Ageing Analysis (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | 1-30 days | 209 | 2,082 | | 31-60 days | 94 | 361 | | 61-90 days | 94 | 361 | | Over 90 days | 11,560 | 19,473 | | **Total** | **11,957** | **22,277** | - The Group grants an average credit period of **90 days** (2024: **90 days**) after invoice date, negotiated with individual customers based on contractual terms[44](index=44&type=chunk) [16. Trade and Other Payables](index=22&type=section&id=16.%20Trade%20and%20Other%20Payables) The Group's trade payables were zero as of March 31, 2025, compared to a small amount in the prior year | Trade Payables (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | 1-30 days | – | 949 | | Over 90 days | – | 34 | | **Total** | **–** | **983** | [17. Bank Loans](index=23&type=section&id=17.%20Bank%20Loans) The Group's total bank loans significantly decreased, particularly current bank loans, with secured bank loans still forming a large proportion and some facilities collateralized by properties; no breaches of covenants occurred this year, unlike the prior year | Bank Loans (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Current liabilities (bank loans) | 78,627 | 257,571 | | Non-current liabilities (bank loans) | 88,645 | 18,522 | | **Total bank loans** | **167,272** | **276,093** | | Bank Loan Type (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Secured bank loans | 88,645 | 156,093 | | Unsecured bank loans | 78,627 | 120,000 | | **Total** | **167,272** | **276,093** | - During the year ended March 31, 2025, there were no breaches of covenants in relation to the utilized facilities[48](index=48&type=chunk) - During the year ended March 31, 2024, the Group failed to meet one of its financial covenants, a net asset requirement stipulated in the relevant bank facility agreement, which was subsequently updated with revised financial covenants during the year ended March 31, 2025[49](index=49&type=chunk) [Management Discussion and Analysis](index=26&type=section&id=Management%20Discussion%20and%20Analysis) [Overview](index=26&type=section&id=Overview) Amidst weak market sentiment, rising interest rates, and commercial property revaluations, the Group accelerated monetization of redevelopment projects and pursued a long-term strategy of acquiring and developing promising projects to enhance asset value, while strengthening recurring income from asset, investment, and fund management - During the year, the Group continued to be affected by the adverse environment and challenges arising from weak market sentiment, rising interest rates, and significant revaluation of commercial properties[53](index=53&type=chunk) - The Group responded by accelerating the monetization of redevelopment projects in Hong Kong and overseas, and continued to commit to its long-term strategy of acquiring and developing promising projects to effectively enhance their asset value and monetize them within three to five years[53](index=53&type=chunk) | Financial Indicator | 2025 (HKD Billions) | 2024 (HKD Billions) | | :--- | :--- | :--- | | Total assets | 8.13 | 11.48 | | Current assets | 6.05 | 5.72 | | Current assets to current liabilities ratio | 3.68 times | 2.09 times | | Equity attributable to owners of the Company | 5.79 | 8.61 | | Consolidated revenue (continuing operations) | 0.74 | 1.03 | | Gross profit (loss) | 0.08 | (0.28) | | Loss for the year (continuing and discontinued operations) | 2.94 | 1.76 | [Significant Acquisitions and Disposals](index=27&type=section&id=Significant%20Acquisitions%20and%20Disposals) During the year, the Group undertook two significant transactions: the acquisition of 100% equity in Cosmo Kingdom Holdings Limited and the disposal of parts of Rykadan Capital Tower, both approved by shareholders but not completed by the reporting period end - The Group entered into an agreement to acquire 100% equity interest in Cosmo Kingdom Holdings Limited, which was approved by independent shareholders at the EGM held on September 16, 2024, but was not completed as at March 31, 2025[57](index=57&type=chunk)[58](index=58&type=chunk) - The Group entered into an agreement for the disposal of 27th and 28th Floors of Rykadan Capital Tower together with certain car parking spaces, which was approved by independent shareholders at the EGM held on April 17, 2025, and thus was not completed as at March 31, 2025[58](index=58&type=chunk) [Investment Portfolio](index=28&type=section&id=Investment%20Portfolio) The Group's investment portfolio includes commercial and residential redevelopment projects in Hong Kong, the US, and the UK, as well as investments in building materials distributors and hotel operations, with bank deposits and cash decreasing as a proportion of total assets - As at March 31, 2025, the Group's bank deposits and cash amounted to **HKD 64 million** (2024: **HKD 101 million**), representing **7.8%** (2024: **8.8%**) of the Group's total assets[60](index=60&type=chunk) - The Group's real estate investments include the Winston project (completed and for sale) and Monterey Park Towne Centre project (in planning) in the US, the Graphite Square project (under construction) in the UK, and the Jaffe Road project, Wong Chuk Hang project (both completed and for sale), parts of Rykadan Capital Tower (classified as assets held for sale), and Shouson Hill project (investment properties) in Hong Kong[62](index=62&type=chunk)[63](index=63&type=chunk) - Other investments include Coville Building Materials Limited (distributor of building and interior decoration materials), Quarella Holdings Limited (producer of quartz and marble composite products), and RS Hospitality Private Limited (operator of a boutique resort in Bhutan)[64](index=64&type=chunk) [Property Development / Asset, Investment and Fund Management](index=30&type=section&id=Property%20Development%20%2F%20Asset%2C%20Investment%20and%20Fund%20Management) The Group accelerated sales of completed projects in Hong Kong, sold or marketed US projects, and expects the UK Graphite Square project to complete by July 2025, while expanding asset, investment, and fund management businesses to enhance shareholder returns and capital base, seeking new high-potential redevelopment projects - As at March 31, 2025, over **79%** of the saleable units of the Jaffe Road project and over **71%** of the saleable units and car parking spaces of the Wong Chuk Hang project have been sold and delivered to purchasers[65](index=65&type=chunk) - In the US, the Anoakia project has been sold and the remaining portion of the Broadway project has been monetized, while the Winston project is currently being marketed to purchasers; the Monterey Park Towne Centre project remains in the planning stage, exploring the launch of a higher-density redevelopment project[65](index=65&type=chunk) - In the UK, a significant portion of the residential units of the Graphite Square project has been pre-sold to purchasers, with completion expected in **July 2025**[65](index=65&type=chunk) - The Group aims to enhance shareholder returns by expanding its asset, investment, and fund management businesses, while expanding its capital base through strategic partnerships with quality business partners, and will strive to seek new opportunities to build a diversified and balanced asset portfolio[66](index=66&type=chunk) [Property Investment](index=30&type=section&id=Property%20Investment) After selling parts of Rykadan Capital Tower in Hong Kong, the Group retains minority interests in the Shouson Hill project and certain parking spaces for rental income or capital appreciation; in Bhutan, the invested boutique resort's turnover significantly rebounded due to increased international tourist arrivals - In Hong Kong, following the monetization of two floors and certain car parking spaces in Rykadan Capital Tower, the Group continues to retain a minority interest in the Shouson Hill project and certain car parking spaces in Rykadan Capital Tower for stable rental income or capital appreciation[67](index=67&type=chunk) - In Bhutan, the Group invested in a 24-suite boutique resort located in the Punakha Valley, operated by RS Hospitality; with the rebound in international tourist arrivals and the government's reduction of the daily tourist fee to promote tourism, the boutique resort's turnover significantly rebounded[69](index=69&type=chunk) [Distribution of Building and Interior Decoration Materials](index=31&type=section&id=Distribution%20of%20Building%20and%20Interior%20Decoration%20Materials) The Group's joint venture, Quarella Holdings Limited, a global leader in quartz and marble composite products, anticipates significant operational challenges, and post-reporting period, Quarella Holdings Limited sold its entire equity in its wholly-owned subsidiary, Coville Group Limited - Quarella, controlled by the Group's joint venture Quarella Holdings Limited, is a global leader in the design and production of quartz and marble composite products[70](index=70&type=chunk) - Due to an uneven macroeconomic recovery and repeated delays in large-scale projects amid tightening credit, the operating environment for Quarella and the interior decoration materials business is expected to face significant challenges[70](index=70&type=chunk) - Immediately after the end of the reporting period, Quarella Holdings Limited sold its entire equity interest in its wholly-owned subsidiary, Coville Group Limited[70](index=70&type=chunk) [Outlook](index=31&type=section&id=Outlook) Given potential tariff increases, trade tensions, and a persistent property market downturn, the Group will maintain a cautious approach to capital allocation and project development, prioritizing financial flexibility and risk management, focusing on monetizing existing portfolios, advancing planning approvals, and prudently realizing asset value while evaluating the market for new opportunities - The ongoing uncertainties related to potential tariff increases and escalating trade tensions, particularly between the United States and its major global trading partners, are expected to have a dampening effect on the overall global business sentiment and consumer confidence[71](index=71&type=chunk) - Given the persistent property market downturn and general instability in global macroeconomic conditions, the Group will maintain a cautious and restrained approach to capital allocation and project development in the short term; maintaining financial flexibility and managing risks remain the Group's top priorities[71](index=71&type=chunk) - During this period, the Group will focus on monetizing its existing portfolio under subdued market conditions, advancing planning approvals, and prudently realizing the value of its assets; concurrently, the Group will continue to evaluate the market for new opportunities[71](index=71&type=chunk) [Liquidity and Financial Resources](index=32&type=section&id=Liquidity%20and%20Financial%20Resources) The Group adheres to prudent financial management, relying on internal funds and bank borrowings; total debt-to-asset ratio and net gearing ratio increased, but the current ratio significantly improved, with internal funds and unutilized bank facilities sufficient for business development needs - The Group has consistently adhered to prudent financial management principles, minimizing financial and operational risks across its business units in Hong Kong and overseas; the Group primarily relies on internally generated funds and bank borrowings to finance its operations and expansion[72](index=72&type=chunk)[73](index=73&type=chunk) | Financial Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total debt to total assets ratio | 26.8% | 24.1% | | Net gearing ratio | 26.7% | 20.3% | | Net debt | HKD 155 million | HKD 175 million | | Total bank borrowings (excluding loans related to assets held for sale) | HKD 167 million | HKD 276 million | | Current assets | HKD 605 million | HKD 572 million | | Current liabilities | HKD 165 million | HKD 274 million | | Current ratio | 3.68 | 2.09 | - Internally generated funds, together with unutilized bank facilities, will be sufficient to meet the Group's business development needs[74](index=74&type=chunk) [Contingent Liabilities and Financial Guarantees](index=32&type=section&id=Contingent%20Liabilities%20and%20Financial%20Guarantees) The Company provides bank financing guarantees for certain indirect subsidiaries and an associate, with the total guaranteed amount increasing; directors believe the Company is unlikely to face claims from these guarantees | Guarantee Type | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Guarantees for bank facilities granted to certain indirect subsidiaries | 188,645 | 154,233 | | Guarantees for bank facilities granted to an associate | 12,600 | 12,600 | - The Directors believe that the Company is unlikely to face claims from any of the guarantees and no deferred income has been recognized in respect of such guarantees, and no transaction price has arisen[76](index=76&type=chunk) [Exchange Rate and Interest Rate Fluctuation Risks and Hedging Arrangements](index=33&type=section&id=Exchange%20Rate%20and%20Interest%20Rate%20Fluctuation%20Risks%20and%20Hedging%20Arrangements) The Group operates in multiple foreign currencies and has floating-rate bank borrowings, but currently has no exchange rate or interest rate hedging policies, with management monitoring risks and considering hedging when necessary - The Group operates in different regions with different foreign currencies, mainly including US Dollars, British Pounds, and Renminbi[77](index=77&type=chunk) - Certain bank borrowings of the Group are subject to floating interest rates[78](index=78&type=chunk) - The Group has not implemented any exchange rate and interest rate hedging policies; however, the Group's management will monitor the exchange rate and interest rate risks of various business segments and consider appropriate hedging policies when necessary in the future[78](index=78&type=chunk) [Credit Risk](index=33&type=section&id=Credit%20Risk) The Group manages credit risk through prudent monitoring and regular review of credit policies, facing minimal credit risk as most clients are institutional organizations and reputable property developers - The Group continues to prudently monitor and review its credit policies from time to time to address credit risk in the macroeconomic environment, thereby minimizing the Group's credit risk[79](index=79&type=chunk) - For trade receivables, the Group's management regularly assesses their recoverability and the financial condition of customers; most customers are institutional organizations and reputable property developers, thus the Group does not face significant credit risk[79](index=79&type=chunk) [Employees and Remuneration Policy](index=33&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had 20 employees, a decrease from the prior year, with a remuneration policy aimed at maintaining fair and responsible compensation based on company and individual performance and market trends | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total number of employees | 20 persons | 22 persons | | Total employee remuneration (including directors' emoluments) | HKD 31 million | HKD 33 million | - The Group is committed to maintaining a fair and responsible remuneration philosophy for its executive members and designated personnel, based on company and individual performance, market trends, and overall employee compensation[80](index=80&type=chunk) [Events After Reporting Period](index=33&type=section&id=Events%20After%20Reporting%20Period) Post-reporting period, the Group's joint venture, Quarella Holdings Limited, sold its wholly-owned subsidiary, with the Group receiving **HKD 120 million** cash consideration; the Group also completed the disposal of parts of Rykadan Capital Tower and acquired parts of Rykadan One by offsetting loans - On April 9, 2025, Quarella Holdings Limited, a joint venture of the Group, sold its entire equity interest in its wholly-owned subsidiary, Coville Group Limited, with the Group receiving its **50%** interest in the consideration, amounting to **HKD 120,000,000**[81](index=81&type=chunk) - On April 30, 2025, the Group completed the disposal of two floors and certain car parking spaces in Rykadan Capital Tower for a total cash consideration of approximately **HKD 163,526,000**[82](index=82&type=chunk) - On May 30, 2025, the Group acquired 29th Floor, retained area, and certain car parking spaces of Rykadan One for a consideration of approximately **HKD 47,594,000** by offsetting an outstanding loan of **HKD 47,040,000** provided to an associate, together with accrued interest of approximately **HKD 554,000** recorded in other receivables, without paying cash for this acquisition[83](index=83&type=chunk) [Corporate Governance and Other Information](index=34&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Scope of Work of Deloitte Touche Tohmatsu](index=34&type=section&id=Scope%20of%20Work%20of%20Deloitte%20Touche%20Tohmatsu) The Group's auditor, Deloitte Touche Tohmatsu, confirmed the financial figures in the preliminary announcement align with the audited consolidated financial statements but did not express an opinion or assurance conclusion on the preliminary announcement as their work did not constitute an assurance engagement - The Group's auditor, Deloitte Touche Tohmatsu, has agreed the figures in the Group's consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income, and their related notes in the preliminary announcement for the year ended March 31, 2025, to the amounts set out in the Group's audited consolidated financial statements for the current year as approved by the Board on June 27, 2025[84](index=84&type=chunk) - The work performed by Deloitte Touche Tohmatsu in this respect did not constitute an assurance engagement, and consequently, Deloitte Touche Tohmatsu has not expressed any opinion or assurance conclusion on this preliminary announcement[84](index=84&type=chunk) [Proposed Final Dividend](index=34&type=section&id=Proposed%20Final%20Dividend) The Board does not recommend a final dividend for the year ended March 31, 2025 - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[85](index=85&type=chunk) [Closure of Register of Members for Annual General Meeting](index=35&type=section&id=Closure%20of%20Register%20of%20Members%20for%20Annual%20General%20Meeting) To determine shareholders' eligibility to attend and vote at the Annual General Meeting, the Company will suspend its register of members from September 5 to September 10, 2025 - To ascertain the entitlement of shareholders to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from September 5, 2025 to September 10, 2025 (both days inclusive)[86](index=86&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=35&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year - Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities during the year[87](index=87&type=chunk) [Corporate Governance](index=35&type=section&id=Corporate%20Governance) The Company adhered to the Corporate Governance Code during the year, with deviations in the number of Board meetings and the combined Chairman and Chief Executive Officer roles, which the Board believes are in the Company's best interests and are reviewed periodically - The Company has complied with the principles and all applicable code provisions and certain recommended best practices set out in the Corporate Governance Code in Appendix C1 to the Listing Rules during the year, save for deviations in the number of Board meetings and the combined Chairman and Chief Executive Officer roles[88](index=88&type=chunk)[89](index=89&type=chunk) - For the year ended March 31, 2025, the Company held two Board meetings, deviating from code provision C.5.1 of the Corporate Governance Code, which stipulates that a company should hold at least four regular Board meetings annually on a quarterly basis[88](index=88&type=chunk) - Mr Chan Wai Lun currently holds both the Chairman and Chief Executive Officer positions, resulting in an overlap of functions in the Company's strategic planning and development process; this deviates from code provision C.2.1 of the Corporate Governance Code, which states that the roles of chairman and chief executive officer should be separate and not performed by the same individual; the Board believes that Mr Chan's dual role as Chairman and Chief Executive Officer is in the best interests of the Company[89](index=89&type=chunk) [Directors' Securities Transactions](index=36&type=section&id=Directors'%20Securities%20Transactions) The Group adopted a stringent code of conduct for securities transactions, and all directors and relevant employees confirmed compliance with this code and the Model Code throughout the year ended March 31, 2025 - The Company has adopted a code of conduct regarding securities transactions by the Group's directors, senior management, and relevant employees, with terms no less exacting than the requirements of the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules[90](index=90&type=chunk) - Following specific enquiries, all directors and relevant employees of the Group confirmed compliance with the Securities Code and the Model Code throughout the year ended March 31, 2025[90](index=90&type=chunk) [Audit Committee Review](index=36&type=section&id=Audit%20Committee%20Review) The Audit Committee, comprising three independent non-executive directors, has reviewed the Company's annual results for the year ended March 31, 2025 - The Audit Committee comprises three independent non-executive directors, namely Mr Ho Kwok Wah George (Chairman of the Audit Committee), Mr To King Yan Adam, and Ms Kan Pui Sze, with the Chairman possessing appropriate professional qualifications and accounting expertise[91](index=91&type=chunk) - The Company's annual results for the year ended March 31, 2025, have been reviewed by the Audit Committee[91](index=91&type=chunk) [Publication of Results Announcement](index=36&type=section&id=Publication%20of%20Results%20Announcement) This results announcement is available on the HKEX and Company websites, and the annual report will be dispatched to shareholders and published on these websites in due course - This results announcement is available on the website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company's website (http://www.rykadan.com)[92](index=92&type=chunk) - The Company's annual report for the year ended March 31, 2025, containing all information required by the Listing Rules, will be dispatched to the Company's shareholders and published on the aforementioned websites in due course[92](index=92&type=chunk)

Core Viewpoint - Macro Capital (02288) announced the sale of its entire stake in Quarella Group for HKD 240 million, aiming to exit its investment due to ongoing operational losses and challenging market conditions [1][2] Group 1: Transaction Details - The seller, Quarella Holdings Limited, which is 87% owned by Macro Capital, has entered into a sale agreement with Quarella Global Limited to sell all issued shares and loans of Quarella Group [1] - The completion of the sale is expected to occur on April 9, 2025, after which Macro Capital will no longer hold any interest in the target group [1] Group 2: Business Context - The target group consists of the main company and four wholly-owned subsidiaries, focusing on the distribution of construction and interior decoration materials, manufacturing and trading of composite surface stone products, and investment holding [1] - The manufacturing segment of the target group has been significantly impacted by operational losses and requires more external funding for its operations [2] Group 3: Strategic Rationale - The decision to sell is influenced by the slowdown in large projects and global credit tightening, leading to a challenging macroeconomic environment that negatively affects the target group's business [2] - The proceeds from the sale will enable Macro Capital to repay certain loans owed to the company, streamline its asset portfolio, and allocate resources more effectively to pursue better investment opportunities [2]

Financial Performance - The group reported a consolidated income of HKD 74 million for the six months ended September 30, 2024, compared to HKD 5 million for the same period in 2023, marking a significant increase[12]. - The gross profit for the six-month period was HKD 9 million, a turnaround from a gross loss of HKD 13 million in the previous year[12]. - The group recorded a loss of HKD 91 million for the six months ended September 30, 2024, compared to a loss of HKD 60 million for the same period in 2023[35]. - The basic loss per share for the six months ended September 30, 2024, was HKD 0.236, up from HKD 0.156 for the same period in 2023[36]. - Total revenue for the six months ended September 30, 2024, was HKD 73,821,000, up from HKD 64,601,000 in 2023, indicating a growth of 14.5%[61]. - The group's operating loss improved to HKD 6,322,000 from HKD 33,608,000 year-on-year, showing a significant reduction in operational losses[61]. - The company reported a total comprehensive income of HKD (88,757,000) for the six months ended September 30, 2024[99]. - For the six months ended September 30, 2024, the company reported a total comprehensive income of HKD 63,247,000, compared to a loss of HKD 58,610,000 in the previous period[104]. - The company reported a pre-tax loss of HKD 91,084 million for the six months ended September 30, 2024[121]. - The loss attributable to shareholders for the period was HKD 88,757 million, compared to HKD 58,610 million in the same period last year[133]. Assets and Liabilities - As of September 30, 2024, the total assets of the group amounted to HKD 995 million, down from HKD 1.148 billion as of March 31, 2024[12]. - The group’s total assets less current liabilities were HKD 784,056,000 as of September 30, 2024, down from HKD 874,073,000 as of March 31, 2024, a decrease of 10.3%[64]. - As of September 30, 2024, the total bank borrowings amounted to HKD 213,000,000, down from HKD 276,000,000 as of March 31, 2024, reflecting a decrease of 22.8%[68]. - The total liabilities of the group decreased to HKD 233,325 from HKD 296,131, reflecting a reduction of approximately 21.2%[175]. - The company’s total equity attributable to shareholders increased to HKD 15,295 from HKD 14,472, representing an increase of approximately 5.7%[186]. - The company’s cash and cash equivalents decreased by HKD 5,360,000, ending the period at HKD 95,587,000[104]. - The company has bank financing of HKD 118,403,000 as of September 30, 2024, down from HKD 154,233,000, showing a reduction in financial leverage[200]. Liquidity and Financial Ratios - The group has maintained a liquidity ratio of 2.38 times as of September 30, 2024, compared to 2.09 times as of March 31, 2024[12]. - The current ratio increased to 2.38 as of September 30, 2024, compared to 2.09 as of March 31, 2024, indicating improved liquidity[68]. - Current liabilities, including bank loans due within one year, decreased to HKD 194,586,000 from HKD 257,571,000, showing improved liquidity[191]. Investment and Development - The group is focusing on asset monetization and actively delivering ongoing projects despite a challenging macroeconomic environment[10]. - The group has entered into an agreement to acquire 100% equity of Cosmo Kingdom Holdings Limited, which holds a luxury property in Hong Kong[15]. - The group is actively developing a series of competitively priced innovative products to meet the changing demands of consumers in Greater China and Southeast Asia[54]. - The group is evaluating asset monetization opportunities in the US, with the Anoakia project sold and the Broadway project fully exited[50]. - The group aims to enhance shareholder returns through asset, investment, and fund management, while diversifying its portfolio to respond to a sluggish real estate market[23]. - The group anticipates better returns from its investments in Bhutan due to the local government's "high-value, low-impact" tourism policy[55]. Sales and Revenue - Revenue from completed property sales for the six months ended September 30, 2024, was HKD 70,932,000, compared to HKD 0 for the same period in 2023[87]. - Rental income for the six months ended September 30, 2024, was HKD 431,000, slightly down from HKD 473,000 in the previous year[87]. - The company’s income from asset, investment, and fund management services for the period was approximately HKD 2,392,000, down from HKD 2,904,000 in the previous year[87]. - Revenue from the sale of completed properties to a U.S. customer amounted to approximately HKD 70,932,000 during the reporting period[112]. Management and Operations - The group continues to promote and sell completed projects in Hong Kong and overseas during the review period[43]. - The company is currently in discussions with relevant banks regarding the necessary waivers and renegotiation of loan terms[69]. - The company is currently negotiating with banks for waivers related to certain financial covenants, with confidence in obtaining necessary approvals[194]. - The company has ongoing commitments related to the acquisition of residential property projects and construction costs at various locations[199]. Risk Management - The company is exposed to credit risk and interest rate fluctuations due to certain bank borrowings being charged at floating rates[71]. - The group continues to monitor credit risks and has not faced significant credit risk due to the quality of its customer base, primarily consisting of reputable property developers[60]. - The company has no foreign currency and interest rate hedging policies in place but will consider appropriate hedging strategies as necessary[60]. - The group maintained a cautious financial management approach to minimize operational risks across its business units[134].

Financial Performance - The company reported a loss of HKD 91,084,000 for the six months ended September 30, 2024, compared to a loss of HKD 59,982,000 for the same period in 2023, representing an increase in loss of approximately 52.5%[5] - Revenue for the six months ended September 30, 2024, was HKD 73,821,000, up from HKD 64,601,000 in the same period of 2023, indicating a growth of about 14.5%[5] - The gross profit for the period was HKD 9,220,000, a significant improvement from a gross loss of HKD 13,007,000 in the previous year[5] - The company reported a total comprehensive loss of HKD 89,599,000 for the period, compared to a loss of HKD 63,247,000 in the previous year, indicating an increase in comprehensive loss of approximately 41.6%[8] - The company reported a loss attributable to owners of HKD 88,757,000 for the six months ended September 30, 2024, compared to a loss of HKD 58,610,000 for the same period in 2023[56] - The net loss for the period was HKD 91 million, compared to a loss of HKD 60 million in the same period last year, primarily due to a decrease in the fair value of investment properties[85] - Basic loss per share for the period was HKD 0.236, an increase from HKD 0.156 in the previous year[85] Dividend and Shareholder Returns - The company did not declare an interim dividend for the six months ended September 30, 2024[3] - The board does not recommend the payment of an interim dividend for the six months ended September 30, 2024, consistent with the previous year[86] - The group has not paid an interim dividend for the six months ending September 30, 2024[120] Assets and Liabilities - The fair value of investment properties decreased to HKD 99,200,000 from HKD 154,500,000, reflecting a decline of approximately 35.8%[10] - The company's total assets decreased to HKD 502,280,000 from HKD 571,834,000, a reduction of about 12.1%[10] - The net asset value per share attributable to the company’s owners decreased to HKD 2.06 from HKD 2.29, a decline of approximately 10.0%[3] - As of September 30, 2024, the company's total assets amounted to HKD 995 million, down from HKD 1.148 billion as of March 31, 2024[83] - The company's current assets were HKD 502 million, representing a decrease from HKD 572 million as of March 31, 2024, with a current ratio of 2.38 times[83] - The total bank loans outstanding as of September 30, 2024, were HKD 212.989 million, down from HKD 276.093 million as of March 31, 2024[73] - The total debt of the group was HKD 213 million, down from HKD 276 million as of March 31, 2024, representing a debt-to-asset ratio of 21.4%[108] - The net asset liability ratio as of September 30, 2024, was 15.2%, a decrease from 20.3% as of March 31, 2024, with net debt amounting to HKD 117 million[108] Revenue Sources - The group reported revenue of approximately HKD 70,932,000 from the sale of completed properties for the six months ended September 30, 2024, compared to HKD 1,988,000 from the distribution of construction and interior decoration materials in the previous period[20] - The group’s revenue from asset, investment, and fund management for the six months ended September 30, 2024, was HKD 2,392,000, down from HKD 2,904,000 in the previous period[21] - The group’s revenue from property investment for the six months ended September 30, 2024, was HKD 66,000, consistent with the previous period[21] - The group’s other income sources for the six months ended September 30, 2024, amounted to HKD 73,390,000, significantly higher than HKD 4,958,000 in the previous period[21] Financing and Costs - The company incurred financing costs of HKD 6,570,000, down from HKD 8,032,000, representing a decrease of about 18.2%[5] - The financing costs for the six months ended September 30, 2024, were HKD 6,570,000, a decrease from HKD 8,032,000 in the previous period[50] - The company capitalized borrowing costs at an interest rate of approximately 4.0% for qualifying assets during the reporting period[60] - The company’s direct costs for management services were HKD 2,203,000 for the current period, a decrease from HKD 7,779,000 in the previous period[52] Investment and Development - The company continues to focus on asset monetization and is actively delivering ongoing projects despite a challenging economic environment in Hong Kong[82] - The company has achieved three international design awards for its Wong Chuk Hang project, which has helped attract buyer interest[82] - The company has invested in commercial and residential redevelopment properties in Hong Kong, the United States, and the United Kingdom during the review period[83] - The group is actively seeking new investment and development opportunities to balance risks and enhance shareholder value[111] - The group’s investment in Bhutan's hotel business is expected to yield better returns due to the local government's tourism policy aimed at attracting wealthier investors[106] Risk Management and Governance - The company maintains a cautious approach to risk management to mitigate market downturn risks while identifying real estate investment opportunities[83] - The company is in discussions with banks regarding a waiver for a financial covenant that was not met, with ongoing negotiations as of September 30, 2024[77] - The company complies with the corporate governance code principles and applicable rules, but deviates from the code regarding the separation of the roles of Chairman and CEO, which are held by Mr. Chen Wei Lun[122] - The audit committee consists of three independent non-executive directors, ensuring appropriate professional qualifications and accounting expertise[125] Future Outlook - The Graphite Square project in the UK is expected to be completed in January 2025, with a strong interest from overseas buyers[100] - The group aims to enhance shareholder returns through strategic partnerships and diversification of its property portfolio in response to the stabilizing asset prices and the beginning of a rate-cutting cycle[102] - Over 79% of the sellable units in the Cheung Sha Wan project and over 59% in the Wong Chuk Hang project have been sold and delivered to buyers as of September 30, 2024[99] Other Financial Information - The minimum lease payments receivable from irrevocable operating leases as of September 30, 2024, total HKD 1,115,000, compared to HKD 1,485,000 as of March 31, 2024[24] - Trade receivables increased to HKD 23,089,000 from HKD 22,277,000, an increase of approximately 3.6%[10] - Trade receivables amounted to HKD 23,089,000 as of September 30, 2024, showing an increase from HKD 22,277,000 as of March 31, 2024[68] - The impairment loss on trade receivables was HKD 6,180,000 for the previous period, indicating a significant financial impact[54] - The company recorded a net foreign exchange loss of HKD 1,789,000 for the current period, compared to a gain of HKD 3,028,000 in the previous period[60] - The group’s employee compensation totaled HKD 14 million for the period, consistent with the previous six months[118] - The group has utilized HKD 120 million of bank financing but failed to meet one financial covenant related to net asset requirements[112] - The mid-term performance announcement will be available on the Hong Kong Stock Exchange and the company's website, containing all information required by listing rules[126]

Financial Performance - The group's consolidated revenue for the year ended March 31, 2024, was HKD 104 million, an increase from HKD 88 million in 2023[16]. - The group recorded a gross loss of HKD 27 million with a gross loss margin of 26.2%, compared to a gross profit of HKD 3 million and a gross profit margin of 2.9% in 2023[16]. - The net loss for the year was HKD 176 million, slightly improved from HKD 192 million in 2023, with the loss attributable to shareholders amounting to HKD 174 million[16]. - The company does not recommend the payment of a final dividend for the year ended March 31, 2024, consistent with the previous year[17]. - The company reported no interim dividend for the year ending March 31, 2024, and the board does not recommend a final dividend for the same period[191]. - As of March 31, 2024, the company's distributable reserves include a share premium of HKD 400,859,000 and retained earnings of HKD 655,148,000, totaling HKD 1,056,007,000[197]. Asset Management - The total asset value of the company as of March 31, 2024, is HKD 11.48 billion, down from HKD 13.58 billion in 2023[15]. - Current assets amount to HKD 5.72 billion, compared to HKD 6.98 billion in the previous year, with a current ratio of 2.09 times, down from 3.01 times[15]. - The equity attributable to the owners of the company is HKD 8.61 billion, a decrease from HKD 10.36 billion in 2023[15]. - The total debt ratio of the group was 24.1%, up from 23.0% in 2023, with a net debt to equity ratio of 20.3% compared to 14.0% in 2023[32]. - The group's total bank borrowings amounted to HKD 276 million as of March 31, 2024, down from HKD 313 million in 2023[32]. - The company has classified certain properties as investment properties and others as properties for sale, indicating a strategic approach to asset management[98]. Business Operations - The company has successfully completed over half of the sellable units in its Hong Kong redevelopment projects during the fiscal year 2023/24[7]. - The hotel business is gradually recovering due to the normalization of economic activities and the rebound in international tourism[9]. - The company is focusing on cost management and the completion of existing redevelopment projects while exploring potential investment opportunities in the U.S. residential market, particularly in the Los Angeles area[9]. - The company continues to manage its asset, investment, and fund management businesses to enhance recurring income[13]. - The company is actively seeking promising real estate development and co-investment opportunities both in Hong Kong and overseas following previous asset disposals[13]. - The company’s projects in Hong Kong have adopted new aesthetic designs and sustainable building principles, attracting buyers despite challenging market conditions[13]. Governance and Management - The board of directors has authorized the delegation of daily management and operational functions to the CEO and senior management, while retaining decision-making power on major matters[45]. - The board consists of executive directors, including the CEO and CFO, with a recent resignation of a director on September 30, 2023[46]. - The company maintains a policy of board diversity, considering factors such as gender, age, education, and professional experience to achieve sustainable development[51]. - The board has complied with listing rules by maintaining at least three independent non-executive directors, with one possessing appropriate professional qualifications[52]. - The company has provided ongoing professional development training for directors to ensure compliance with regulatory requirements and enhance governance practices[57]. - The company has established three committees: the Compensation Committee, the Nomination Committee, and the Audit Committee, to oversee specific areas of governance[62]. Risk Management - The board is responsible for the overall risk management and internal control systems, ensuring they are effective and adequate for the company's operational scale and complexity[78]. - An external consultant was hired to review certain internal control procedures, and the results and recommendations were discussed and approved by management[78]. - The company has established a risk management policy to manage risks associated with achieving business objectives and to provide reasonable assurance against material misstatements or losses[79]. - The risk management framework includes clear responsibilities assigned at different management levels, with the board setting direction and providing guidance[80]. - The company has a strong focus on employee compensation and benefits, regularly reviewing policies to ensure competitiveness[183]. Environmental, Social, and Governance (ESG) - The company has identified and assessed key environmental, social, and governance (ESG) issues that are crucial for stakeholders[95]. - The ESG report adheres to the principles of materiality, quantification, balance, and consistency to ensure clear and comparable data[94]. - The company has disclosed key performance indicators related to its environmental and social impact for its property development and investment activities[97]. - The company emphasizes the importance of stakeholder engagement in determining significant ESG issues[95]. - The report includes a comprehensive index table that aligns with the ESG reporting guidelines set by the Hong Kong Stock Exchange[93]. - The company emphasizes the importance of corporate social responsibility as a cornerstone of sustainable development, integrating environmental and social factors into business practices[101]. Employee Management - The total number of employees as of March 31, 2024, is 33, with an overall employee turnover rate of 22.73%[135]. - The employee turnover rate by gender shows 12.50% for males and 28.57% for females[135]. - The turnover rate for employees aged 50 and above is 40.00%, while it is 25.00% for those under 30[135]. - The company provides up to HKD 6,000 per employee annually for work-related training courses[128]. - Employees can take up to 3 days of exam leave each year to support their educational pursuits[128]. - The average training hours for management employees in the office is 17.30 hours, compared to 4.29 hours for non-management employees[129]. Community Engagement - The company participated in community investment activities totaling 25 hours during the reporting year, emphasizing its commitment to social responsibility[161]. - The report highlights community investment areas, including education and health, showcasing the company's social responsibility initiatives[168].

Financial Performance - The company reported a loss of HKD 176,166,000 for the year ended March 31, 2024, compared to a loss of HKD 192,222,000 for the previous year, representing a 8.4% improvement in losses [3]. - Revenue for the year was HKD 104,388,000, an increase of 19% from HKD 87,695,000 in the previous year [3]. - The cost of sales and services increased significantly to HKD 131,690,000, up from HKD 85,142,000, leading to a gross loss of HKD 27,302,000 compared to a gross profit of HKD 2,553,000 in the prior year [3]. - The company’s basic loss per share was HKD 46.3 cents, compared to HKD 50.4 cents in the previous year [3]. - The company reported a total comprehensive income of HKD (177,151) million for the year, compared to HKD (201,735) million in the previous year, indicating an improvement [32]. - The loss attributable to shareholders for the year was HKD 173.886 million, slightly improved from HKD 189.329 million in 2023 [108]. Dividends and Shareholder Returns - The company did not recommend a final dividend for the year ended March 31, 2024 [2]. - The group did not declare any dividends for the year ended March 31, 2024, consistent with the previous year [109]. - The board does not recommend the payment of a final dividend for the year ending March 31, 2024 [190]. Assets and Liabilities - The company had a total asset value minus current liabilities of HKD 874,073,000 as of March 31, 2024 [7]. - The total assets of the company as of March 31, 2024, amounted to HKD 1,147,602 million, down from HKD 1,358,091 million in the previous year, reflecting a decrease of approximately 15.4% [30]. - The company’s total liabilities decreased to HKD 296,131 million from HKD 328,199 million, representing a reduction of about 9.8% year-over-year [30]. - The company’s equity attributable to owners was HKD 861 million as of March 31, 2024, down from HKD 1.036 billion in 2023 [155]. - The company’s total segment liabilities decreased to HKD 98,959 million from HKD 148,419 million, a decrease of about 33.3% year-over-year [30]. - The company’s bank borrowings totaled HKD 276 million as of March 31, 2024, a decrease from HKD 313 million in 2023 [145]. Cash Flow and Financing - Cash and bank deposits as of March 31, 2024, were approximately HKD 101,000,000, down from HKD 167,000,000 in the previous year [2]. - The company’s financing costs increased to HKD 15,713,000 from HKD 12,744,000 in the previous year [3]. - The company’s liabilities for bank loans increased to HKD 185,000 million from HKD 172,500 million, reflecting an increase of approximately 7.2% [30]. - The group’s net debt as of March 31, 2024, was 175 million HKD, an increase from 145 million HKD in 2023 [170]. - The group has utilized HKD 185,000,000 of the HKD 237,500,000 bank financing granted by relevant banks, failing to meet one financial covenant related to net asset requirements [198]. Operational Highlights - The company had a remaining performance obligation of HKD 75,137,000 as of March 31, 2024, significantly up from HKD 4,187,000 in the previous year [20]. - The company incurred a net foreign exchange loss of HKD 3,923,000 in the current year compared to a loss of HKD 3,608,000 in the previous year [56]. - The company has ongoing property redevelopment projects in the US and the UK, including the Graphite Square project, which is progressing as planned [102]. - The group has begun delivering pre-sold units in the Wong Chuk Hang and Shek Pai Tau projects, which have received industry awards for their design [125]. - The group is in the planning stage for the Monterey Park Towne Centre project, with revised plans expected to be approved by the end of 2024 [162]. Market Conditions and Future Outlook - The company aims to expand its market share in Southeast Asia to meet the changing demands of consumers [140]. - The company maintains a cautious outlook on recent market conditions, despite ongoing geopolitical tensions [141]. - The group has observed positive signs in the residential market and expects favorable conditions for the local commercial real estate market due to the government's new capital investment scheme [168]. Governance and Compliance - The company has adopted a securities trading code for directors and senior management that meets or exceeds the standards set by the listing rules [192]. - The audit committee, consisting of three independent non-executive directors, has reviewed the annual performance for the year ending March 31, 2024 [194]. - The chairman and CEO roles are held by the same individual, which deviates from corporate governance guidelines, but the board believes this arrangement serves the company's best interests [200].