此乃要件 請即處理 (2) 建議授出發行及購回股份之一般授權； (3) 建議重選退任董事；及 (4) 股東週年大會通告 於二零二五年八月二十九日（星期五）上午十時於香港新界荃灣沙咀道6號嘉達環球中心 27樓舉行應力控股有限公司股東週年大會通告載於本通函第14至18頁。本通函隨附於股 東週年大會上使用之代表委任表格。此代表委任表格亦登載於香港聯合交易所有限公 司網站(www.hkexnews.hk)及本公司網站(www.kpa-bm.com.hk)。無論 閣下能否出席該 大會，務請按照隨附代表委任表格印備之指示完成及填妥表格，連同其簽署之授權 書或其他授權文件（如有）或授權書或其他授權文件之經公證人簽署核證副本，盡快 及無論如何須於大會或其任何續會指定舉行時間（視情況而定）48小時前，送達本公 司之香港股份過戶登記分處卓佳證券登記有限公司，地址為香港夏慤道16號遠東金 融中心17樓。 閣下如對本通函之任何內容或應採取之行動有任何疑問，應諮詢 閣下的持牌證券 交易商或其他註冊證券機構、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所有名下之應力控股有限公司股份，應立即將本通函及隨附之 代表委任表格 ...

目錄 | 主席致辭 | 01 | | --- | --- | | 關於本報告 | 02 | | 關於我們 | 04 | | 可持續發展管理 | 05 | 堅持綠色發展 | 12 | | --- | --- | --- | --- | | 1. 董事會聲明 | 06 | 1. 應對氣候變化 | 13 | | 2. ESG 管治架構 | 07 | 2. 環境管理 | 20 | | 3. 持份者參與 | 09 | 3. 排放物管理 | 21 | | 4. 重要性評估 | 10 | 4. 資源使用 | 23 | | 關愛員工發展 | 27 | 提升責任運營 | 39 | | --- | --- | --- | --- | | 1. 合規僱傭 | 28 | 1. 供應鏈管理 | 40 | | 2. 薪酬福利及休假 | 33 | 2. 項目及產品責任 | 41 | | 3. 職業發展與培訓 | 35 | 3. 客戶關係管理 | 43 | | 4. 員工健康與安全 | 37 | | | | 恪守商業道德 | 44 | 促進社會共融 | 48 | | --- | --- | --- | --- | | 1. 企業管治 | 4 ...

[Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) [Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) The Group's revenue remained stable year-over-year due to existing contracts and major project completions like the Kai Tak Sports Park, despite challenges from global uncertainties and intense competition in the Hong Kong construction industry - The Hong Kong economy remains under pressure, with reduced demand for new construction projects leading to intense market competition and squeezed profit margins[11](index=11&type=chunk)[16](index=16&type=chunk) - Despite the economic slowdown, the Group's revenue remained stable year-over-year, supported by contracts secured in previous years and the successful completion of several major projects in 2024, such as the Kai Tak Sports Park roof renovation[12](index=12&type=chunk)[13](index=13&type=chunk)[16](index=16&type=chunk) - The Board recommends a final dividend of **0.3 HK cents per share**[15](index=15&type=chunk)[17](index=17&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [BUSINESS REVIEW](index=6&type=section&id=BUSINESS%20REVIEW) The Group's core business in structural engineering and building materials remained unchanged, with revenue slightly increasing by 0.3% to HK$667.7 million, driven by progress on key projects | Indicator | FY2025 (HK$ million) | FY2024 (HK$ million) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 667.7 | 666.0 | +0.3% | Major Contributing Projects in FY2025 | Project Name | Revenue Recognized (HK$ million) | Status (as of 2025/3/31) | | :--- | :--- | :--- | | Façade for office redevelopment in Central | 151.0 | In progress | | Roof renovation for sports facility in Kowloon City | 97.6 | In progress | | Structural steelwork for infrastructure in Kowloon City | 65.6 | In progress | [FUTURE PROSPECTS](index=7&type=section&id=FUTURE%20PROSPECTS) The Group will adjust its bidding strategy to focus on smaller projects and operational efficiency amidst fierce competition, while managing a significant provision for receivables from a customer in liquidation - To cope with intense competition, the Group is adjusting its bidding strategy to prioritize smaller-scale projects and focus on optimizing resource allocation and operational efficiency[26](index=26&type=chunk)[27](index=27&type=chunk) - As of March 31, 2025, the Group had **contracts on hand of approximately HK$369 million**, including several noise barrier and façade projects[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - A provision of approximately **HK$16.5 million** for trade receivables, retention money, and contract assets was recognized, primarily related to a major customer group undergoing liquidation proceedings[28](index=28&type=chunk)[29](index=29&type=chunk) [FINANCIAL REVIEW](index=8&type=section&id=FINANCIAL%20REVIEW) FY2025 revenue was stable at HK$667.7 million, but profit for the year fell 22.0% to HK$36.2 million due to compressed gross margins, a large provision for credit losses, and increased discretionary director bonuses Key Financial Indicators for FY2025 | Indicator | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | HK$667.7 million | HK$666.0 million | +0.3% | | Gross Profit | HK$107.1 million | HK$115.2 million | -7.1% | | Net Profit | HK$36.16 million | HK$46.38 million | -22.0% | | Earnings Per Share | 6.49 HK cents | 8.33 HK cents | -22.1% | | Gross Profit Margin | 16.0% | 17.3% | -1.3pp | | Net Profit Margin | 5.4% | 7.0% | -1.6pp | - The decline in gross profit margin was primarily due to **intense competition in the construction market**, which compressed profit margins[35](index=35&type=chunk)[40](index=40&type=chunk) - Administrative and other operating expenses increased by HK$4.2 million, mainly due to a **HK$4.0 million increase in discretionary director bonuses**, which was calculated without considering the HK$16.5 million provision for the customer's liquidation as it was deemed an isolated event[37](index=37&type=chunk)[42](index=42&type=chunk) - The **22.0% decrease in profit for the year** was mainly attributable to the increased provision for credit losses on receivables and the rise in discretionary director bonuses[45](index=45&type=chunk)[49](index=49&type=chunk) [LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE](index=10&type=section&id=LIQUIDITY%2C%20FINANCIAL%20RESOURCES%20AND%20CAPITAL%20STRUCTURE) The Group maintains sufficient liquidity through operating cash flows and short-term borrowings, improving its current ratio to 2.4 and reducing its gearing ratio to 5.0% after repaying all bank loans Liquidity Indicators (as of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Current Assets | HK$413.3 million | HK$506.7 million | | Current Liabilities | HK$169.9 million | HK$230.1 million | | Current Ratio | 2.4 times | 2.2 times | - As of March 31, 2025, the Group had total cash and bank balances of approximately **HK$120 million** and unutilized banking facilities of approximately **HK$207 million**[55](index=55&type=chunk)[63](index=63&type=chunk) - The **gearing ratio decreased from 6.4% to 5.0%**, primarily due to improved liquidity and the repayment of all bank borrowings by year-end[58](index=58&type=chunk)[64](index=64&type=chunk) [Biography of Directors and Senior Management](index=13&type=section&id=Biography%20of%20Directors%20and%20Senior%20Management) [EXECUTIVE DIRECTORS](index=13&type=section&id=EXECUTIVE%20DIRECTORS) The executive team comprises Chairman Mr Yip Pak Hung and CEO Mr Wai Yat Kin, both co-founders with over 30 years of industry experience, responsible for overall management and strategic planning - **Mr Yip Pak Hung**, Chairman, is primarily responsible for the Group's overall management and corporate policy formulation, with over 30 years of experience in structural engineering and construction[77](index=77&type=chunk)[78](index=78&type=chunk) - **Mr Wai Yat Kin**, CEO and co-founder, is primarily responsible for overall strategic planning, management, and administration, with over 35 years of experience in structural engineering and construction[79](index=79&type=chunk)[80](index=80&type=chunk) [INDEPENDENT NON-EXECUTIVE DIRECTORS](index=14&type=section&id=INDEPENDENT%20NON-EXECUTIVE%20DIRECTORS) The independent non-executive director team provides independent judgment on strategy and performance, bringing diverse expertise from accounting, business, academia, and structural engineering - **Ms Lai Pik Chi, Peggy**, Chairlady of the Audit Committee, has over 30 years of experience in auditing, accounting, and financial management and is a fellow member of the ACCA[83](index=83&type=chunk)[84](index=84&type=chunk) - **Dr Kwan Chi Ming**, appointed as an Independent Non-executive Director on January 1, 2025, has over 40 years of experience in structural engineering and consultancy, having previously worked for the Buildings Department of the HKSAR Government[91](index=91&type=chunk)[92](index=92&type=chunk) [SENIOR MANAGEMENT](index=16&type=section&id=SENIOR%20MANAGEMENT) The senior management team, consisting of the General Manager and Commercial Director, leverages over 30 years of individual industry experience to oversee the building materials and construction project divisions - **Mr Liu Yuen Wai**, General Manager, is primarily responsible for overseeing the management and operations of the building materials trading business division, with over 30 years of experience[95](index=95&type=chunk)[96](index=96&type=chunk) - **Mr Chan Chi Ming**, Commercial Director, is primarily responsible for the overall management, quality control, and safety supervision of design and build projects, with over 30 years of experience[97](index=97&type=chunk)[98](index=98&type=chunk) [Corporate Governance Report](index=17&type=section&id=Corporate%20Governance%20Report) [COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE](index=17&type=section&id=COMPLIANCE%20WITH%20THE%20CORPORATE%20GOVERNANCE%20CODE) The company has maintained high corporate governance standards, complying with all code provisions of the Corporate Governance Code and separating the roles of Chairman and CEO - The Company has **complied with all code provisions** of the Corporate Governance Code during the year[103](index=103&type=chunk)[107](index=107&type=chunk) - The roles of Chairman (Mr Yip Pak Hung) and CEO (Mr Wai Yat Kin) are held by different individuals, in compliance with the code, which the Board believes enables effective decision-making[104](index=104&type=chunk)[105](index=105&type=chunk)[108](index=108&type=chunk) [BOARD OF DIRECTORS](index=18&type=section&id=BOARD%20OF%20DIRECTORS) The Board, comprising two executive and four independent non-executive directors, oversees group strategy and has enhanced its independence by appointing a new member as founding INEDs reached their nine-year tenure Board Meeting Attendance Record (FY2025) | Director Name | Position | Board Meeting Attendance | General Meeting Attendance | | :--- | :--- | :--- | :--- | | Mr Yip Pak Hung | Chairman, Executive Director | 4/4 | 1/1 | | Mr Wai Yat Kin | CEO, Executive Director | 4/4 | 1/1 | | Ms Lai Pik Chi, Peggy | Independent Non-executive Director | 4/4 | 1/1 | | Mr Lam Chi Wai | Independent Non-executive Director | 4/4 | 1/1 | | Dr Yeung Kit Ming | Independent Non-executive Director | 4/4 | 1/1 | | Dr Kwan Chi Ming | Independent Non-executive Director | 3/3 | N/A | - The Board, recognizing that the founding Independent Non-executive Directors have served for nine years, has invited Dr Kwan Chi Ming to join the Board to maintain sufficient independence[118](index=118&type=chunk)[120](index=120&type=chunk) [BOARD COMMITTEES](index=20&type=section&id=BOARD%20COMMITTEES) The company's Audit, Remuneration, and Nomination committees, led by experienced directors, fulfilled their respective duties in financial oversight, compensation review, and board composition planning during the year Committee Meeting Attendance Record (FY2025) | Director Name | Audit Committee | Nomination Committee | Remuneration Committee | | :--- | :--- | :--- | :--- | | Ms Lai Pik Chi, Peggy | 4/4 (Chairlady) | 2/2 | 2/2 | | Mr Lam Chi Wai | 4/4 | 2/2 | 2/2 (Chairman) | | Dr Yeung Kit Ming | 4/4 | 2/2 (Chairman) | 2/2 | | Dr Kwan Chi Ming | 2/2 | N/A | N/A | - The Audit Committee reviewed the Group's financial reports, results announcements, and risk management and internal control systems[131](index=131&type=chunk)[132](index=132&type=chunk)[138](index=138&type=chunk) - The Remuneration Committee reviewed employee salary adjustments and discretionary bonuses, and assessed the performance and remuneration of directors[133](index=133&type=chunk)[134](index=134&type=chunk)[140](index=140&type=chunk) [INTERNAL CONTROL AND RISK MANAGEMENT](index=23&type=section&id=INTERNAL%20CONTROL%20AND%20RISK%20MANAGEMENT) The Board oversees risk management and, in the absence of an internal audit department, engages external consultants to annually review its systems, which were deemed effective for the year - The Company does not have an independent internal audit department but **engages external consultants** to review the Group's internal control and risk management systems[155](index=155&type=chunk)[161](index=161&type=chunk) - Based on the review, the Company considers its risk management and internal control functions to have remained **effective and adequate** during the year[156](index=156&type=chunk)[162](index=162&type=chunk) [Directors' Report](index=25&type=section&id=Directors%27%20Report) [PRINCIPAL RISKS AND UNCERTAINTIES](index=25&type=section&id=PRINCIPAL%20RISKS%20AND%20UNCERTAINTIES) The Group's primary risks include potential damage to its reputation, exposure to legal claims, and a high dependency on the cyclical Hong Kong structural engineering and construction market - **Reputation Risk**: Failure to maintain its reputation and brand could adversely affect the business, financial performance, and operating results[180](index=180&type=chunk)[186](index=186&type=chunk) - **Legal Risk**: The Group may face claims or legal proceedings related to personal injury, property damage, or contractual disputes, which could materially impact business operations[181](index=181&type=chunk)[187](index=187&type=chunk) - **Market Dependency Risk**: The Group's performance relies on the supply of design and construction projects in Hong Kong, and the cyclical nature of the construction industry and economic fluctuations could have a significant adverse impact[188](index=188&type=chunk)[191](index=191&type=chunk) [DIVIDEND POLICY AND DIVIDENDS](index=27&type=section&id=DIVIDEND%20POLICY%20AND%20DIVIDENDS) The Board proposed a final dividend of 3.0 HK cents per share for FY2025, a decrease from the prior year, and did not recommend a special dividend, though a special interim dividend was paid during the year Dividend Distribution (HK cents per share) | Dividend Type | FY2025 | FY2024 | | :--- | :--- | :--- | | Special Interim Dividend | 4.0 | 0 | | Proposed Final Dividend | 3.0 | 4.0 | | Proposed Special Dividend | 0 | 4.0 | [MAJOR CUSTOMERS AND SUPPLIERS](index=35&type=section&id=MAJOR%20CUSTOMERS%20AND%20SUPPLIERS) Customer and supplier concentration remains high, with the top five customers accounting for 64.4% of total revenue and the top five subcontractors representing 61.6% of total subcontracting fees - **Customer Concentration**: The five largest customers accounted for approximately **64.4%** of total revenue (2024: 84.3%), with the largest customer contributing **37.27%** (2024: 56.6%)[261](index=261&type=chunk)[266](index=266&type=chunk) - **Supplier Concentration**: The five largest suppliers accounted for approximately **44.3%** of total purchases (2024: 51.5%), with the largest supplier representing 25.2%[262](index=262&type=chunk)[267](index=267&type=chunk) - **Subcontractor Concentration**: The five largest subcontractors accounted for approximately **61.6%** of total subcontracting fees (2024: 73.3%), with the largest subcontractor representing 29.8%[263](index=263&type=chunk)[268](index=268&type=chunk) [Independent Auditor's Report](index=39&type=section&id=Independent%20Auditor%27s%20Report) [OPINION AND KEY AUDIT MATTERS](index=39&type=section&id=OPINION%20AND%20KEY%20AUDIT%20MATTERS) The auditor issued an unqualified opinion on the financial statements, identifying the recognition of revenue and related balances from construction contracts as a key audit matter due to significant management judgment - The auditor issued an **unqualified opinion** on the consolidated financial statements, concluding that they give a true and fair view of the Group's financial position and performance[290](index=290&type=chunk)[292](index=292&type=chunk) - The **Key Audit Matter** was identified as the recognition of revenue, contract assets, and contract liabilities from construction contracts, due to the significant management judgment and estimation uncertainty involved in estimating contract costs and variable consideration[295](index=295&type=chunk)[296](index=296&type=chunk)[298](index=298&type=chunk) [Consolidated Financial Statements](index=45&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Comprehensive Income](index=45&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2025, revenue grew slightly to HK$667.7 million, but profit for the year declined 22.0% to HK$36.2 million, impacted by a HK$15.6 million provision for trade receivables Consolidated Statement of Comprehensive Income Summary (For the year ended March 31) | Item (HK$'000) | 2025 | 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 667,711 | 666,037 | +0.3% | | Gross Profit | 107,095 | 115,231 | -7.1% | | Profit before income tax | 41,264 | 55,750 | -26.0% | | Profit for the year | 36,157 | 46,378 | -22.0% | | Basic earnings per share (HK cents) | 6.49 | 8.33 | -22.1% | [Consolidated Statement of Financial Position](index=46&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets decreased by 16.9% to HK$437.8 million, while total liabilities fell 26.1% primarily due to the repayment of bank borrowings Consolidated Statement of Financial Position Summary (As of March 31) | Item (HK$'000) | 2025 | 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Assets | 437,817 | 526,633 | -16.9% | | Total Liabilities | 176,419 | 234,279 | -24.7% | | Total Equity | 261,398 | 292,354 | -10.6% | | Net Current Assets | 243,399 | 276,600 | -12.0% | | Cash and bank balances | 119,966 | 170,231 | -29.5% | | Bank borrowings | 0 | 9,276 | -100% | [Consolidated Statement of Cash Flows](index=48&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) Net cash from operating activities decreased significantly to HK$33.1 million, and after cash outflows for financing activities like dividend payments and loan repayments, cash reserves fell by HK$50.3 million Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash from operating activities | 33,069 | 109,482 | | Net cash (used in)/from investing activities | (381) | 7,548 | | Net cash used in financing activities | (83,016) | (61,231) | | Net (decrease)/increase in cash and cash equivalents | (50,328) | 55,799 | | Cash and cash equivalents at end of year | 119,966 | 170,231 | [Notes to the Consolidated Financial Statements](index=50&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, key estimates, segment information, and risk management, highlighting the Group's two main business segments and its management of credit, interest rate, and foreign exchange risks [5. SEGMENT INFORMATION](index=73&type=section&id=5.%20SEGMENT%20INFORMATION) The Group operates in two segments, with the "Structural engineering work" segment being the core business, contributing the vast majority of revenue (HK$597.0 million) and profit (HK$60.8 million) in FY2025 Segment Results for FY2025 (HK$'000) | Segment | External Revenue | Segment Profit | | :--- | :--- | :--- | | Structural engineering work | 596,969 | 60,835 | | Supply, installation and trading of building material products | 70,742 | 21,677 | | **Total** | **667,711** | **82,512** | [19. TRADE AND OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS](index=95&type=section&id=19.%20TRADE%20AND%20OTHER%20RECEIVABLES%2C%20DEPOSITS%20AND%20PREPAYMENTS) The loss allowance for trade receivables increased by 150% to HK$26.0 million, reflecting a significant rise in credit risk, bringing the net trade receivables balance to HK$126.0 million Movement in Loss Allowance for Trade Receivables (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Balance at beginning of year | 10,435 | 1,641 | | Provision for the year | 15,603 | 8,794 | | **Balance at end of year** | **26,038** | **10,435** | [35. FINANCIAL RISK MANAGEMENT](index=114&type=section&id=35.%20FINANCIAL%20RISK%20MANAGEMENT) The Group manages credit risk from concentrated trade receivables using an expected credit loss model, while interest rate risk is minimal after repaying all bank borrowings by year-end - **Credit Risk Concentration**: As of March 31, 2025, the Group's largest trade debtor and five largest trade debtors accounted for **36% and 64%** of total trade receivables, respectively[700](index=700&type=chunk)[703](index=703&type=chunk) - The Group applies the simplified approach (lifetime expected credit losses) to measure the loss allowance for trade receivables, retention receivables, and contract assets[704](index=704&type=chunk)[707](index=707&type=chunk) [Financial Summary](index=124&type=section&id=Financial%20Summary) [Financial Summary](index=124&type=section&id=Financial%20Summary) Over the past five years, the Group's revenue has grown steadily, while profit has fluctuated, and net assets have remained stable in the HK$260-290 million range for the last three years Five-Year Results Summary (HK$'000) | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 667,711 | 666,037 | 568,490 | 494,170 | 458,493 | | Gross Profit | 107,095 | 115,231 | 100,767 | 60,713 | 100,653 | | Profit for the year | 36,157 | 46,378 | 37,147 | 11,505 | 50,171 | Five-Year Assets and Liabilities Summary (HK$'000) | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 437,817 | 526,633 | 497,976 | 402,126 | 431,393 | | Total Liabilities | (176,419) | (234,279) | (234,184) | (154,761) | (163,168) | | Net Assets | 261,398 | 292,354 | 263,792 | 247,365 | 268,225 |

[Financial Summary](index=1&type=section&id=Financial%20Summary) The company's revenue slightly increased by 0.3% to HKD 667.7 million, while gross profit and profit for the year decreased by 7.1% and 22.0% respectively, leading to lower margins and reduced dividends per share, alongside a decline in total assets and total equity Financial Summary (For the Year Ended 31 March) | Metric | 2025 (HKD Million) | 2024 (HKD Million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 667.7 | 666.0 | 0.3% | | Gross Profit | 107.1 | 115.2 | (7.1%) | | Gross Margin | 16.0% | 17.3% | (1.3%) | | Profit for the Year | 36.2 | 46.4 | (22.0%) | | Net Profit Margin | 5.4% | 7.0% | (1.6%) | | **Dividends** | | | | | Final (per share) | 3.0 HK Cents | 4.0 HK Cents | (25.0%) | | Special (per share) | Zero | 4.0 HK Cents | (100.0%) | | **As at 31 March** | | | | | Total Assets | 437.8 | 526.6 | (16.9%) | | Total Equity | 261.0 | 292.4 | (10.8%) | | Gearing Ratio | 5.0% | 6.4% | (1.4%) | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2025, the company's revenue slightly increased to HKD 667.7 million, but gross profit decreased by 7.1% to HKD 107.1 million, with profit for the year falling 22.0% to HKD 36.157 million, and basic and diluted earnings per share reducing to 6.49 HK cents from 8.33 HK cents last year Consolidated Statement of Comprehensive Income (For the Year Ended 31 March) | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Revenue | 667,711 | 666,037 | | Cost of Revenue | (560,616) | (550,806) | | Gross Profit | 107,095 | 115,231 | | Other Income | 10,550 | 7,187 | | Fair Value Loss on Investment Properties | (343) | (294) | | Provision for Impairment Loss on Trade Receivables | (15,603) | (8,794) | | Finance Costs | (2,501) | (3,477) | | Profit Before Income Tax | 41,264 | 55,750 | | Income Tax Expense | (5,107) | (9,372) | | Profit for the Year | 36,157 | 46,378 | | Basic and Diluted Earnings Per Share (HK Cents) | 6.49 | 8.33 | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets were HKD 437.8 million, a 16.9% decrease year-on-year, with non-current assets slightly increasing while current assets and liabilities both decreased, leading to a decline in net current assets and total equity falling 10.6% to HKD 261.4 million Consolidated Statement of Financial Position (As at 31 March) | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, Plant and Equipment | 16,816 | 14,871 | | Investment Properties | 3,525 | 3,913 | | Deferred Tax Assets | 3,384 | 405 | | Total Non-current Assets | 24,481 | 19,946 | | **Current Assets** | | | | Inventories | 19,409 | 14,926 | | Contract Assets | 70,970 | 45,398 | | Trade and Other Receivables | 200,811 | 275,793 | | Cash and Bank Balances | 119,966 | 170,231 | | Total Current Assets | 413,336 | 506,687 | | **Current Liabilities** | | | | Contract Liabilities | 42,437 | 76,384 | | Trade and Other Payables | 119,503 | 135,871 | | Bank Borrowings | – | 9,276 | | Total Current Liabilities | 169,937 | 230,087 | | Net Current Assets | 243,399 | 276,600 | | **Non-current Liabilities** | | | | Lease Liabilities | 6,466 | 4,176 | | Total Non-current Liabilities | 6,482 | 4,192 | | **Total Equity** | 261,398 | 292,354 | [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [General Information](index=5&type=section&id=General%20Information) The company was incorporated in the Cayman Islands on May 15, 2015, with shares listed on the Main Board of the Hong Kong Stock Exchange, primarily engaging in structural engineering, supply and installation of building materials, and trading of building materials - The company was incorporated in the Cayman Islands on May 15, 2015, and its shares are listed on the Main Board of The Stock Exchange of Hong Kong[6](index=6&type=chunk) - The Group is principally engaged in (i) the provision of structural engineering works; (ii) the supply and installation of building materials; and (iii) the trading of building materials[6](index=6&type=chunk) [Basis of Preparation](index=5&type=section&id=Basis%20of%20Preparation) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance, including disclosures required by the Listing Rules, presented in HKD on a historical cost basis, except for investment properties measured at fair value - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance, and include applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[7](index=7&type=chunk) - The consolidated financial statements are prepared on the historical cost basis, except for investment properties which are measured at fair value, and are presented in Hong Kong Dollars[7](index=7&type=chunk)[9](index=9&type=chunk) [Adoption of New or Revised HKFRSs](index=6&type=section&id=Adoption%20of%20New%20or%20Revised%20HKFRSs) [New and Revised HKFRSs Effective from 1 April 2024](index=6&type=section&id=New%20and%20Revised%20HKFRSs%20Effective%20from%201%20April%202024) During the reporting period, the company adopted several new and revised HKFRSs effective from April 1, 2024, none of which had any significant impact on the Group's accounting policies, financial performance, or financial position - The adoption included amendments to HKAS 1, HK(IFRIC)-Int 5, HKFRS 16, and HKAS 7 and HKFRS 7[10](index=10&type=chunk) - The adoption of these new and revised HKFRSs had no significant impact on the Group’s accounting policies, financial performance, or financial position for the current and prior periods[10](index=10&type=chunk) [Revised HKFRSs Issued But Not Yet Effective](index=6&type=section&id=Revised%20HKFRSs%20Issued%20But%20Not%20Yet%20Effective) Several revised HKFRSs have been issued but are not yet effective, with future effective dates, covering amendments related to lack of exchangeability, classification and measurement of financial instruments, annual improvements, and presentation and disclosure in financial statements - Issued but not yet effective standards include HKAS 21 (Lack of Exchangeability), HKFRS 9 and 7 (Classification and Measurement of Financial Instruments), and HKFRS 18 (Presentation and Disclosure in Financial Statements)[11](index=11&type=chunk) - The effective dates for these amendments range from annual periods beginning on or after January 1, 2025, to dates yet to be determined[11](index=11&type=chunk) [Segment Information](index=7&type=section&id=Segment%20Information) [Operating Segment Information](index=7&type=section&id=Operating%20Segment%20Information) The Group reclassified its operating segments from three to two: structural engineering works, and supply, installation, and trading of building materials, to better assess operational performance and resource allocation, with structural engineering works contributing the largest revenue but experiencing a significant year-on-year decline in segment profit - The Group reclassified its operating segments from the previous three (structural engineering works; supply and installation of building materials; and trading of building materials) to two: (1) structural engineering works; and (2) supply, installation, and trading of building materials[12](index=12&type=chunk) Operating Segment Revenue and Profit (For the Year Ended 31 March) | Segment | 2025 Revenue (HKD Thousand) | 2024 Revenue (HKD Thousand) | 2025 Profit (HKD Thousand) | 2024 Profit (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Structural Engineering Works | 596,969 | 616,541 | 60,840 | 87,718 | | Supply, Installation and Trading of Building Materials | 70,742 | 49,496 | 21,672 | 15,091 | | **Total (External Customers)** | **667,711** | **666,037** | **82,512** | **102,809** | Operating Segment Assets (As at 31 March) | Segment | 2025 Assets (HKD Thousand) | 2024 Assets (HKD Thousand) | | :--- | :--- | :--- | | Structural Engineering Works | 287,837 | 339,605 | | Supply, Installation and Trading of Building Materials | 20,530 | 9,814 | | **Total Segment Assets** | **308,367** | **349,419** | [Geographical Segment Information](index=12&type=section&id=Geographical%20Segment%20Information) The Group's revenue is primarily derived from activities in Hong Kong, with specific non-current assets (excluding deferred tax assets and deposits) distributed across Hong Kong and China, showing an increase in Hong Kong and a decrease in China - The Group's revenue is entirely derived from activities in Hong Kong (its place of domicile)[18](index=18&type=chunk) Specific Non-current Assets by Geographical Location (As at 31 March) | Geographical Location | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Hong Kong | 11,118 | 5,522 | | China | 9,824 | 13,863 | | **Total** | **20,942** | **19,385** | [Information About Major Customers](index=12&type=section&id=Information%20About%20Major%20Customers) Customer A remained a major customer in 2025, contributing HKD 251.3 million in revenue, a significant decrease from the previous year, while Customer B, a major customer in 2024, contributed less than 10% of revenue in 2025 Major Customer Revenue (For the Year Ended 31 March) | Customer | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Customer A | 251,267 | 376,726 | | Customer B | Not Applicable (<10%) | 103,332 | - For the years ended March 31, 2025 and 2024, revenue from Customer A and Customer B was generated from structural engineering works[19](index=19&type=chunk) [Revenue](index=13&type=section&id=Revenue) The Group's revenue primarily stems from structural engineering works, supply and installation of building materials, and trading of building materials, with structural engineering remaining the largest source but declining year-on-year, while trading of building materials saw significant growth, and expected revenue recognition within one year substantially decreased Revenue Breakdown (For the Year Ended 31 March) | Revenue Source | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Structural Engineering Works | 596,969 | 616,541 | | Supply and Installation of Building Materials | 33,476 | 26,938 | | Trading of Building Materials | 37,266 | 22,558 | | **Total** | **667,711** | **666,037** | Expected Future Revenue Recognition (As at 31 March) | Recognition Period | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Within one year | 230,477 | 820,461 | | After one year | 138,211 | 78,064 | | **Total** | **368,688** | **898,525** | [Other Income](index=14&type=section&id=Other%20Income) The Group's other income increased by 46.8% year-on-year to HKD 10.550 million, primarily driven by higher bank interest income, exchange gains, and a significant increase in gains from disposal of property, plant and equipment Other Income Breakdown (For the Year Ended 31 March) | Income Source | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Bank interest income | 4,597 | 4,010 | | Exchange gains | 3,896 | 1,894 | | Gain on disposal of property, plant and equipment | 512 | 43 | | Reversal of trade and retention payables | 1,086 | 182 | | **Total** | **10,550** | **7,187** | [Profit Before Income Tax](index=14&type=section&id=Profit%20Before%20Income%20Tax) Profit before income tax is derived after deducting or including various expenses, with changes in cost of inventories, depreciation, and employee costs, where employee costs slightly increased while depreciation decreased Expenses Related to Profit Before Income Tax (For the Year Ended 31 March) | Expense Item | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Auditors' remuneration | 660 | 750 | | Cost of inventories recognised | 160,125 | 189,280 | | Depreciation | 8,737 | 9,290 | | Employee costs | 83,232 | 80,050 | | Net exchange gains | (3,896) | (1,894) | | Short-term lease expenses | 1,694 | 558 | [Income Tax Expense](index=15&type=section&id=Income%20Tax%20Expense) Income tax expense for the year significantly decreased to HKD 5.107 million from HKD 9.372 million last year, with the effective tax rate falling from 16.8% to 12.4%, primarily due to deductible specific provisions for outstanding receivables from a customer group undergoing liquidation Income Tax Expense (For the Year Ended 31 March) | Tax Type | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Hong Kong Profits Tax | 6,086 | 8,644 | | PRC Enterprise Income Tax | 1,970 | 1,488 | | Under/(over) provision in prior years | 31 | (454) | | Deferred tax | (2,980) | (306) | | **Total** | **5,107** | **9,372** | - The effective tax rate for the year was approximately **12.4%**, a decrease from **16.8%** in the prior year, primarily due to specific provisions for outstanding receivables from a customer group undergoing liquidation being deductible in the current year[24](index=24&type=chunk)[54](index=54&type=chunk) - PRC subsidiaries qualify as small-profit enterprises, benefiting from progressive tax rates and an additional **40%** tax reduction[25](index=25&type=chunk) [Dividends](index=16&type=section&id=Dividends) [Dividends Attributable to Owners of the Company for the Year](index=16&type=section&id=Dividends%20Attributable%20to%20Owners%20of%20the%20Company%20for%20the%20Year) The Board recommended a final dividend of 3.0 HK cents per share but no special dividend, totaling HKD 16.7 million, contrasting with last year's 4.0 HK cents for both final and special dividends Dividends Attributable to Owners of the Company for the Year (For the Year Ended 31 March) | Dividend Type | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Proposed final dividend (per share) | 16,708 (3.0 HK Cents) | 22,277 (4.0 HK Cents) | | Proposed special dividend (per share) | – (Zero HK Cents) | 22,277 (4.0 HK Cents) | | Special interim dividend declared and paid (per share) | 22,277 (4.0 HK Cents) | – (Zero) | | **Total** | **38,985** | **44,554** | [Dividends Approved and Paid for Prior Financial Years Attributable to Owners of the Company for the Year](index=16&type=section&id=Dividends%20Approved%20and%20Paid%20for%20Prior%20Financial%20Years%20Attributable%20to%20Owners%20of%20the%20Company%20for%20the%20Year) Total final and special dividends approved and paid for prior financial years amounted to HKD 44.554 million, an increase from last year, with an additional special interim dividend of 4.0 HK cents per share also approved and paid this year Dividends Approved and Paid for Prior Financial Years (For the Year Ended 31 March) | Dividend Type | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Final and special dividends approved and paid for prior financial years (per share) | 44,554 (8.0 HK Cents) | 16,708 (3.0 HK Cents) | | Special interim dividend approved and paid for the current financial year (per share) | 22,277 (4.0 HK Cents) | – (Zero) | [Earnings Per Share](index=16&type=section&id=Earnings%20Per%20Share) Basic and diluted earnings per share for the year were 6.49 HK cents, a 22.0% decrease from 8.33 HK cents last year, with diluted earnings per share being the same as basic earnings per share due to the absence of potentially dilutive ordinary shares Earnings Per Share (For the Year Ended 31 March) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit for the year attributable to owners of the Company (HKD Thousand) | 36,157 | 46,378 | | Weighted average number of ordinary shares in issue (Thousand shares) | 556,930 | 556,930 | | Basic and diluted earnings per share (HK Cents) | 6.49 | 8.33 | - As there were no potentially dilutive ordinary shares in existence for the current and prior years, diluted earnings per share were the same as basic earnings per share[28](index=28&type=chunk) [Trade and Other Receivables, Deposits and Prepayments](index=17&type=section&id=Trade%20and%20Other%20Receivables%2C%20Deposits%20and%20Prepayments) [Trade Receivables](index=17&type=section&id=Trade%20Receivables) Net trade receivables decreased by 6.4% year-on-year to HKD 126.2 million, with credit terms typically ranging from 30 to 60 days, while receivables over 90 days increased, and impairment loss provisions significantly rose Net Trade Receivables and Ageing Analysis (As at 31 March) | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Net trade receivables | 126,249 | 134,947 | | **Ageing analysis** | | | | 0 to 30 days | 104,358 | 114,490 | | 31 to 60 days | 8,175 | 12,747 | | 61 to 90 days | 996 | 122 | | Over 90 days | 12,720 | 7,588 | Movement in Provision for Impairment Loss on Trade Receivables (For the Year Ended 31 March) | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Beginning of period | 10,435 | 1,641 | | Impairment loss provision | 15,603 | 8,794 | | **End of period** | **26,038** | **10,435** | [Retention Receivables](index=17&type=section&id=Retention%20Receivables) Net retention receivables significantly decreased by 57.1% year-on-year to HKD 42.115 million, with retention periods typically ranging from 1 to 2 years, representing 5% to 10% of contract sums, and impairment loss provisions increased Net Retention Receivables (As at 31 March) | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Net retention receivables | 42,115 | 98,114 | - The Group generally provides retention periods of **1 to 2 years**, with retention money typically representing **5% to 10%** of the contract sum[31](index=31&type=chunk) Movement in Provision for Impairment Loss on Retention Receivables (For the Year Ended 31 March) | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Beginning of period | 5,215 | 2,863 | | Impairment loss provision | 1,939 | 2,352 | | **End of period** | **7,154** | **5,215** | [Trade and Other Payables](index=19&type=section&id=Trade%20and%20Other%20Payables) [Trade Payables](index=19&type=section&id=Trade%20Payables) Trade payables decreased by 26.5% year-on-year to HKD 70.506 million, with credit terms from suppliers and subcontractors generally ranging from 30 to 60 days Trade Payables and Ageing Analysis (As at 31 March) | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Trade payables | 70,506 | 95,993 | | **Ageing analysis** | | | | 0 to 30 days | 35,326 | 60,206 | | 31 to 60 days | 25,760 | 22,904 | | 61 to 90 days | 4,375 | 4,665 | | Over 90 days | 5,045 | 8,218 | [Retention Payables](index=19&type=section&id=Retention%20Payables) Retention payables increased by 46.6% year-on-year to HKD 33.767 million, with a significant increase in amounts due after one year Retention Payables Maturity Analysis (As at 31 March) | Maturity | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | On demand or within one year | 9,363 | 10,790 | | After one year | 24,404 | 12,250 | | **Total** | **33,767** | **23,040** | [Leases](index=20&type=section&id=Leases) The Group's total lease liabilities increased to HKD 12.980 million, primarily for office properties, plants, warehouses, dormitories, and motor vehicles, with new lease additions of HKD 9.904 million during the year - The Group leases office properties, plants, warehouses, dormitories, and motor vehicles for operational purposes, with initial lease terms ranging from **two to four years**[36](index=36&type=chunk) Movement in Lease Liabilities (For the Year Ended 31 March) | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Balance at beginning of period | 9,482 | 8,899 | | Additions | 9,904 | 8,217 | | Finance costs | 580 | 447 | | Lease payments | (6,909) | (7,932) | | **Balance at end of period** | **12,980** | **9,482** | Future Lease Payments Maturity (As at 31 March) | Maturity | 2025 Minimum Lease Payments (HKD Thousand) | 2024 Minimum Lease Payments (HKD Thousand) | | :--- | :--- | :--- | | Not later than one year | 6,945 | 5,601 | | Later than one year but not later than two years | 4,262 | 3,590 | | Later than two years but not later than five years | 2,434 | 727 | | **Total** | **13,641** | **9,918** | [Share Capital](index=22&type=section&id=Share%20Capital) As of March 31, 2025, the company's authorized share capital was HKD 20 million, with issued and fully paid share capital of HKD 5.569 million, comprising 556,930,000 shares, remaining unchanged from the previous year Share Capital Structure (As at 31 March) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Authorised share capital (HKD Thousand) | 20,000 | 20,000 | | Issued and fully paid share capital (HKD Thousand) | 5,569 | 5,569 | | Number of shares in issue | 556,930,000 | 556,930,000 | [Management Discussion and Analysis](index=23&type=section&id=Management%20Discussion%20and%20Analysis) [Business Activities](index=23&type=section&id=Business%20Activities) The Group's primary business activities include providing structural engineering works in Hong Kong, focusing on design and build projects, and the supply, installation, and trading of building materials, with no significant changes in business operations during the year - The Group is principally engaged in (i) the provision of structural engineering works in Hong Kong, focusing on design and build projects; and (ii) the supply of building materials and provision of installation services, and trading of building materials in Hong Kong[42](index=42&type=chunk) - There were no significant changes in the Group’s business operations[42](index=42&type=chunk) [Business Review](index=23&type=section&id=Business%20Review) The Group's revenue for the year was approximately HKD 667.7 million, a slight increase of 0.3% from the previous year, primarily due to effective management of progress on several major projects, including the Central commercial building facade and Kowloon City sports facility roof renovation - The Group recorded revenue of approximately **HKD 667.7 million** for the year, an increase of approximately **HKD 1.7 million** or **0.3%** from the previous year, with revenue performance similar to the prior year[43](index=43&type=chunk) Major Projects Undertaken During the Year (As at 31 March 2025) | Project Description | Revenue recognised for the year (HKD Million) | Status | Expected Completion Date | | :--- | :--- | :--- | :--- | | Building facade for a proposed office redevelopment project in Central | 151.0 | Ongoing | Q3 2025 | | Roof renovation works for certain sports facilities in Kowloon City, etc | 97.6 | Ongoing | Q2 2025 | | Steel structure works for certain infrastructure in Kowloon City | 65.6 | Ongoing | Q3 2025 | | Design, supply, installation, testing and commissioning of curtain wall for a commercial building in Wan Chai | 41.8 | Ongoing | Q2 2025 | | Canopy and steel structure works for certain infrastructure at the airport | 38.8 | Ongoing | Q4 2025 | [Future Outlook](index=24&type=section&id=Future%20Outlook) Facing intense competition in the construction industry, the Group will adjust its bidding strategy to prioritize smaller projects, optimize resource allocation, and enhance operational efficiency, with approximately HKD 369 million in outstanding contracts as of March 31, 2025, and a provision of HKD 16.5 million for trade and retention receivables and contract assets due to a major customer group undergoing liquidation - The Group will adjust its bidding strategy to prioritize smaller projects and focus on optimizing resource allocation and enhancing operational efficiency[45](index=45&type=chunk) - As of March 31, 2025, the Group had outstanding contracts of approximately **HKD 369 million**[45](index=45&type=chunk) - The Group made a provision of approximately **HKD 16.5 million** for trade and retention receivables and contract assets, primarily from a major customer group undergoing liquidation[45](index=45&type=chunk) [Financial Summary](index=25&type=section&id=Financial%20Summary) Revenue for the year slightly increased by 0.3%, but gross profit and net profit decreased by 7.1% and 22.0% respectively, with both current and total assets declining, while the current ratio and gearing ratio improved Financial Summary and Key Performance Indicators (For the Year Ended 31 March) | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 667,711 | 666,037 | 0.3% | | Gross Profit | 107,095 | 115,231 | (7.1%) | | Profit Before Income Tax | 41,264 | 55,750 | (26.0%) | | Net Profit | 36,157 | 46,378 | (22.0%) | | Earnings Per Share (HK Cents) | 6.49 | 8.33 | (22.0%) | | **Key Performance Indicators** | | | | | Gross Margin | 16.0% | 17.3% | (1.3%) | | Net Profit Margin | 5.4% | 7.0% | (1.6%) | | Return on Equity | 13.8% | 15.9% | (2.1%) | | Return on Total Assets | 8.3% | 8.8% | (0.5%) | | Current Ratio (times) | 2.4 | 2.2 | 0.2 | | Gearing Ratio (%) | 5.0 | 6.4 | (1.4%) | [Financial Review](index=26&type=section&id=Financial%20Review) [Revenue](index=26&type=section&id=Revenue) Revenue for the year was approximately HKD 667.7 million, a slight increase of 0.3% from the previous year, primarily due to effective management of progress on several major projects - Revenue for the year was approximately **HKD 667.7 million**, an increase of approximately **HKD 1.7 million** or **0.3%** from the previous year[49](index=49&type=chunk) - Revenue performance was similar to the prior year due to the ability to manage the progress of several major projects as in the previous year[49](index=49&type=chunk) [Cost of Revenue and Gross Profit](index=26&type=section&id=Cost%20of%20Revenue%20and%20Gross%20Profit) Cost of revenue increased by 1.8% year-on-year to HKD 560.6 million, a higher growth rate than revenue, while gross profit decreased by 7.1% to HKD 107.1 million, and gross margin fell from 17.3% to 16.0%, primarily due to compressed profit margins from intense competition in the construction market - Cost of revenue was approximately **HKD 560.6 million**, an increase of approximately **1.8%** from the previous year, with a higher growth rate than revenue[50](index=50&type=chunk) - Gross profit was approximately **HKD 107.1 million**, a decrease of approximately **7.1%** from the previous year, with gross margin falling to **16.0%** (from **17.3%** in the prior year)[50](index=50&type=chunk) - The decrease in gross margin was due to compressed profit margins resulting from intense competition in the construction market[50](index=50&type=chunk) [Other Income](index=26&type=section&id=Other%20Income) Other income increased by 46.8% year-on-year to HKD 10.6 million, primarily driven by higher bank interest income and exchange gains - Other income was approximately **HKD 10.6 million**, mainly comprising bank interest income of approximately **HKD 4.6 million** and exchange gains of approximately **HKD 3.9 million**[51](index=51&type=chunk) - Both bank interest income and exchange gains increased from the previous year[51](index=51&type=chunk) [Administrative and Other Operating Expenses](index=26&type=section&id=Administrative%20and%20Other%20Operating%20Expenses) Administrative and other operating expenses increased by 8.4% year-on-year to HKD 54.3 million, primarily due to an increase of approximately HKD 4.0 million in directors' discretionary bonuses, while a provision of approximately HKD 16.5 million for receivables and retention was not included as it was deemed an unforeseen exceptional circumstance - Administrative and other operating expenses were approximately **HKD 54.3 million**, an increase of approximately **HKD 4.2 million** from the previous year[52](index=52&type=chunk) - The increase was mainly due to an increase of approximately **HKD 4.0 million** in directors' discretionary bonuses[52](index=52&type=chunk) - A provision of approximately **HKD 16.5 million** for trade and retention receivables and contract assets was not included, as it primarily arose from a customer group undergoing liquidation and was considered an unforeseen exceptional circumstance[52](index=52&type=chunk) [Finance Costs](index=26&type=section&id=Finance%20Costs) Finance costs decreased by 28.6% year-on-year to HKD 2.5 million, primarily due to a reduction in bank borrowings drawn down during the year - Finance costs were approximately **HKD 2.5 million**, a decrease of approximately **HKD 1.0 million** or **28.6%** from the previous year[53](index=53&type=chunk) - The decrease was mainly attributable to a reduction in bank borrowings drawn down during the year[53](index=53&type=chunk) [Income Tax Expense](index=27&type=section&id=Income%20Tax%20Expense) Income tax expense significantly decreased by 45.5% year-on-year to HKD 5.1 million, with the effective tax rate falling from 16.8% to 12.4%, primarily benefiting from deductible specific provisions for outstanding receivables from a customer undergoing liquidation - Income tax expense was approximately **HKD 5.1 million**, with an effective tax rate of approximately **12.4%**, a decrease from **HKD 9.4 million** and **16.8%** in the previous year[54](index=54&type=chunk) - The lower effective tax rate was due to specific provisions for outstanding receivables from a customer group undergoing liquidation being deductible in the current year[54](index=54&type=chunk) [Profit for the Year](index=27&type=section&id=Profit%20for%20the%20Year) Profit for the year decreased by 22.0% year-on-year to HKD 36.2 million, primarily due to increased provisions for impairment loss on receivables and higher directors' discretionary bonuses - Profit for the year decreased from approximately **HKD 46.4 million** in the previous year to approximately **HKD 36.2 million** in the current year, a reduction of approximately **HKD 10.2 million** or **22.0%**[55](index=55&type=chunk) - The decrease in profit was mainly attributable to increased provisions for impairment loss on receivables and higher directors' discretionary bonuses[55](index=55&type=chunk) [Dividends](index=27&type=section&id=Dividends) The Board recommended a final dividend of 3.0 HK cents per share, with no special dividend proposed, totaling HKD 16.7 million, a significant decrease from last year's total final and special dividends of HKD 44.6 million - The Board recommended a final dividend of **3.0 HK cents** per share (FY2024: **4.0 HK cents** and special dividend of **4.0 HK cents**)[56](index=56&type=chunk) - The total proposed final dividend is **HKD 16.7 million**, compared to total final and special dividends of **HKD 22.3 million** in FY2024[56](index=56&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=27&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group funds working capital through operating cash flow and short-term borrowings, with net cash inflow from operating activities of approximately HKD 33.1 million for the year, while net current assets and cash and bank balances decreased, but the current ratio improved from 2.2 times to 2.4 times, indicating enhanced liquidity - Net cash inflow from operating activities for the year was approximately **HKD 33.1 million**[57](index=57&type=chunk) Liquidity Indicators (As at 31 March) | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | | :--- | :--- | :--- | | Current Assets | 413,336 | 506,687 | | Current Liabilities | 169,937 | 230,087 | | Net Current Assets | 243,399 | 276,600 | | Current Ratio (times) | 2.4 | 2.2 | | Cash and Bank Balances | 119,966 | 170,231 | - As of March 31, 2025, the Group had total available banking facilities of approximately **HKD 207.0 million**, all of which were unutilised[58](index=58&type=chunk) [Gearing Ratio](index=28&type=section&id=Gearing%20Ratio) The gearing ratio decreased from 6.4% to 5.0%, primarily due to improved liquidity and the repayment of all bank borrowings near the year-end - The gearing ratio decreased from approximately **6.4%** as at March 31, 2024, to **5.0%** as at March 31, 2025[59](index=59&type=chunk) - The decrease in gearing ratio was attributable to the Group’s improved liquidity and the repayment of all bank borrowings near the year-end[59](index=59&type=chunk) [Foreign Currency Risk and Treasury Policy](index=28&type=section&id=Foreign%20Currency%20Risk%20and%20Treasury%20Policy) The Group's operations are primarily conducted in HKD, USD, GBP, EUR, and RMB, with a prudent financial management approach to closely monitor foreign exchange positions, but no hedging activities were undertaken during the year - The Group’s operations are mainly conducted in **Hong Kong Dollars**, **US Dollars**, **Pounds Sterling**, **Euros**, and **Renminbi**[60](index=60&type=chunk) - The Group adopts a prudent financial management approach to closely monitor its foreign exchange positions, but no hedging activities were undertaken during the year[60](index=60&type=chunk) [Pledge of Assets](index=28&type=section&id=Pledge%20of%20Assets) As of March 31, 2025, the Group had no bank borrowings, with banking facilities being unsecured and guaranteed by the company, and no pledged deposits - As of March 31, 2025, the Group had no bank borrowings (2024: **HKD 9.3 million**)[61](index=61&type=chunk) - The banking facilities are unsecured and guaranteed by the Company[61](index=61&type=chunk) - As of March 31, 2025, the Group had no pledged deposits[61](index=61&type=chunk) [Material Investments](index=28&type=section&id=Material%20Investments) Apart from investments in its subsidiaries, the Group held no other material investments during the year - Save for investments in its subsidiaries, the Group did not hold any other material investments during the year[62](index=62&type=chunk) [Material Acquisitions and Disposals](index=29&type=section&id=Material%20Acquisitions%20and%20Disposals) The Group did not undertake any material acquisitions or disposals of subsidiaries or fixed assets during the year - The Group did not acquire or dispose of any subsidiaries or fixed assets during the year[63](index=63&type=chunk) [Contingent Liabilities](index=29&type=section&id=Contingent%20Liabilities) As of March 31, 2025, the Group had no material contingent liabilities - As of March 31, 2025, the Group had no material contingent liabilities[64](index=64&type=chunk) [Employees and Remuneration Policy](index=29&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group employed 219 staff with total employee benefit expenses of approximately HKD 83.2 million, determining salaries based on qualifications, experience, position, and seniority, with annual performance reviews, maintaining good employee relations without significant labor disputes or recruitment difficulties - As of March 31, 2025, the Group employed **219** staff (2024: **217** staff)[65](index=65&type=chunk) - Total employee benefit expenses for the year were approximately **HKD 83.2 million** (FY2024: **HKD 80.1 million**)[65](index=65&type=chunk) - The Group determines employee salaries based on individual qualifications, relevant experience, position, and seniority, with annual performance reviews based on performance[65](index=65&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Shares](index=29&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Shares) Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares during the year - During the year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company’s listed shares[66](index=66&type=chunk) [Standard Code for Securities Transactions by Directors](index=29&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company adopted the Standard Code as set out in Appendix 10 of the Listing Rules for directors' securities transactions and confirmed that all directors complied with the code during the year - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules[67](index=67&type=chunk) - Each Director has confirmed compliance with the Model Code during the year[67](index=67&type=chunk) [Share Option Scheme](index=29&type=section&id=Share%20Option%20Scheme) The total number of share options available for grant under the company's share option scheme is 60,000,000, representing 10.77% of the company's issued shares as of the announcement date, with no changes during the year Share Option Scheme (As at 31 March) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total number of share options available for grant | 60,000,000 | 60,000,000 | | Movement during the year | – | – | - The total number of shares available for issue represents **10.77%** of the Company’s issued shares as at the date of this announcement[69](index=69&type=chunk) [Corporate Governance and Other Information](index=30&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Corporate Governance and Compliance with the Corporate Governance Code](index=30&type=section&id=Corporate%20Governance%20and%20Compliance%20with%20the%20Corporate%20Governance%20Code) The Group is committed to maintaining high standards of corporate governance, believing it fosters sound growth, enhances confidence, and protects shareholders' interests, and has adopted and complied with the Corporate Governance Code in Appendix 14 of the Listing Rules - The Group is committed to maintaining high standards of corporate governance, believing it contributes to sound growth, enhances confidence among customers and suppliers, and protects shareholders' interests[71](index=71&type=chunk) - The Company has adopted and complied with the Corporate Governance Code as set out in Appendix 14 to the Listing Rules throughout the year[71](index=71&type=chunk) [Events After the Reporting Period](index=30&type=section&id=Events%20After%20the%20Reporting%20Period) As of the announcement date, no events with significant impact on the Group have occurred after the end of the reporting period - No events with significant impact on the Group have occurred after March 31, 2025, and up to the date of this announcement[72](index=72&type=chunk) [Sufficiency of Public Float](index=30&type=section&id=Sufficiency%20of%20Public%20Float) As of the announcement date, based on publicly available information and to the best knowledge of the directors, at least 25% of the company's issued share capital is held by the public - As of the date of this announcement, at least **25%** of the Company’s issued share capital is held by the public[73](index=73&type=chunk) [Management Contracts](index=30&type=section&id=Management%20Contracts) No management contracts concerning the whole or any substantial part of the company's business were entered into or existed during the year - During the year, no management contracts concerning the whole or any substantial part of the business of the Company were entered into or existed[74](index=74&type=chunk) [Final Dividend](index=30&type=section&id=Final%20Dividend) The Board recommended a final dividend of 3.0 HK cents per share, totaling HKD 16.7 million, payable on or about September 26, 2025, to shareholders on record as of September 9, 2025, subject to approval at the Annual General Meeting - The Board recommended a final dividend of **3.0 HK cents** per share (FY2024: **4.0 HK cents** and special dividend of **4.0 HK cents**)[75](index=75&type=chunk) - The total final dividend of **HKD 16.7 million** is expected to be paid on or about September 26, 2025[75](index=75&type=chunk) - Dividend distribution is subject to the Group’s accumulated reserves, liquidity position, expected cash flows, and working capital requirements[75](index=75&type=chunk) [Closure of Register of Members](index=31&type=section&id=Closure%20of%20Register%20of%20Members) The register of members will be closed from August 26 to August 29, 2025, to determine eligibility for attending and voting at the Annual General Meeting, and again from September 5 to September 9, 2025, to determine eligibility for the proposed final dividend - The register of members will be closed from **August 26 to August 29, 2025**, to determine eligibility for attending and voting at the Annual General Meeting[76](index=76&type=chunk) - The register of members will also be closed from **September 5 to September 9, 2025**, to determine eligibility for the proposed final dividend[76](index=76&type=chunk) [Audit Committee and Review of Financial Statements and This Annual Results Announcement](index=31&type=section&id=Audit%20Committee%20and%20Review%20of%20Financial%20Statements%20and%20This%20Annual%20Results%20Announcement) The Audit Committee reviewed the annual results announcement and consolidated financial statements for the year, comprising four independent non-executive directors chaired by Ms. Lai Bik Chee, with the Group's auditor confirming consistency of financial figures in the announcement with the audited consolidated financial statements, though not constituting an assurance engagement - The Audit Committee has reviewed the annual results announcement and the consolidated financial statements for the year ended March 31, 2025[77](index=77&type=chunk) - The Audit Committee comprises **four** independent non-executive Directors and is chaired by Ms. Lai Bik Chee[77](index=77&type=chunk) - The Group’s auditor has agreed the financial figures in this announcement with the amounts set out in the Group’s audited consolidated financial statements, but this does not constitute an assurance engagement[77](index=77&type=chunk) [Publication of Annual Results and Annual Report](index=32&type=section&id=Publication%20of%20Annual%20Results%20and%20Annual%20Report) This annual results announcement has been published on the Stock Exchange and the company's website, with the annual report containing all information required by the Listing Rules to be dispatched to shareholders and published on both platforms in due course - This annual results announcement has been published on the Stock Exchange and the Company’s website[78](index=78&type=chunk) - The annual report containing all information required by the Listing Rules will be dispatched to shareholders and published on the Stock Exchange and the Company’s website in due course[78](index=78&type=chunk)

EF001 其他信息 其他信息 不適用 發行人董事 於本公佈日期，執行董事為葉柏雄先生（董事會主席）及韋日堅先生，而獨立非執行董事為黎碧芝女士、林志偉先生、楊傑明博 士及灌志明博士。 第 2 頁 共 2 頁 v 1.1.1 EF001 免責聲明 | 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的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因 公告全部或任何部份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。 | | | --- | --- | | 股票發行人現金股息公告 | | | 發行人名稱 | 應力控股有限公司 | | 股份代號 | 02663 | | 多櫃檯股份代號及貨幣 | 不適用 | | 相關股份代號及名稱 | 不適用 | | 公告標題 | 截至2023年3月31日止之期末股息 | | 公告日期 | 2025年6月25日 | | 公告狀態 | 新公告 | | 股息信息 | | | 股息類型 | 末期 | | 股息性質 | 普通股息 | | 財政年末 | 2025年3月31日 | | 宣派股息的報告期末 | 2025年3月31日 | | 宣派股息 | 每 股 ...

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，並明確表示概不就因本公告全部或任何部份內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 （ 於開曼群島註冊成立的有限公司 ） （股份代號：2663） 有關截至二零二四年三月三十一日止年報之補充公告 茲提述應力控股有限公司（「本公司」，連同其附屬公司，統稱「本集團」） 截至二零二四年三月三十一日止的年報（「二零二四年年報」）。 除另有所指 外，本公告所用詞彙與二零二四年年報內所界定者具有相同涵義。 除二零二四年年報内「董事會報告」及「綜合財務報表附註」附註 27 所披露的 有關購股權計劃資料外，本公司董事會（「董事會」）欲根據上市規則第 17 章 提供以下關於本集團的購股權計劃的額外資料。 購股權計劃 根據上市規則第 17.07(2)條及第 17.09(3)條，本公司謹此澄清，根據購股權計劃 可供授出的購股權總數如下： 可供授出的 購股權總數 於二零二三年四月一日 - 本年內變動 - 於二零二四年三月三十一日 - 根據購股權計劃，本公司可發行之股份總數為 60,000,000 股，相當於本公司 ...

應力控股有限公司（「本公司」）之董事(「董事」)會(「董事會」)謹此宣告， 董事會將於二零二五年六月二十五日(星期三)舉行會議，以商討(其中包括)考慮 批准本公司及其附屬公司截至二零二五年三月三十一日止之全年業績，以及考 慮派發股息 (如有)。 承董事會命 應力控股有限公司 主席及執行董事 葉柏雄 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，並明確表示概不就因本公告全部或任何部份內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 （ 於開曼群島註冊成立的有限公司 ） （股份代號：2663） 董事會會議通告 香港，二零二五年六月十三日 於本公告日期，董事會成員包括執行董事葉柏雄先生（董事會主席）及韋日堅先生；以及獨立 非執行董事為黎碧芝女士、林志偉先生、楊傑明博士及灌志明博士。 * 僅供識別 ...

陳先生已確認，彼與董事會並無意見分歧，亦無有關其辭任的事宜需要本公司 股東及聯交所垂注。 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，並明確表示概不就因本公告全部或任何部份內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 （ 於開曼群島註冊成立的有限公司 ） （股份代號：2663） 更換公司秘書及授權代表 應力控股有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈， 陳晨光先生（「陳先生」）已辭任(i)本公司的公司秘書（「公司秘書」）；及(ii) 根據香港聯合交易所有限公司（「聯交所」）證券上市規則（「上市規則」） 第3.05條的規定，本公司其中一名授權代表（「授權代表」），由二零二五年四 月一日起生效。 * 僅供識別 董事會謹藉此機會衷心感謝陳先生於任內為本公司作出寶貴貢獻。 董事會欣然宣佈，張嘉慧女士（「張女士」）將獲委任為本公司的公司秘書及 根據上市規則第 3.05 條委任的授權代表，自二零二五年四月一日起生效。 張女士，於二零一八年加入本公司。彼現任本公司財務總監。張女士擁有逾十 年上市公司及國際審計公司之財務管理及審 ...

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，並明確表示概不就因本公告全部或任何部份內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 董事會及審核委員會確認，本公司與立信德豪之間概無意見分歧或未決事宜， 亦無有關更換核數師之事宜須提請本公司證券持有人垂注。董事會謹藉此機會 就立信德豪於任期內為本公司提供之專業服務致以衷心謝意。 ） （ 於開曼群島註冊成立的有限公司 （股份代號：2663） 更換核數師 本公告由應力控股有限公司（「本公司」，連同其附屬公司統稱「本集團」） 根據香港聯合交易所有限公司（「聯交所」）主板證券上市規則（「上市規 則」）第 13.51(4)條作出。 核數師辭任 為提升本公司的企業管治，本公司董事會（「董事會」）考慮到立信德豪會計 師事務所有限公司（「立信德豪」）自二零一五年起一直擔任本公司的核數師， 故已審閱更換核數師的需要。就此而言，董事會的審核委員會（「審核委員 會」）已於二零二四年十一月開始索取並審閱由其他專業會計師事務所就截至 二零二五年三月三十一日止年度提供的審核建議。經考慮各潛在新任專業會計 師事務所的 ...

於開曼群島註冊成立的有限公司 （股份代號：2663） （ ） 盈利警告 本公告乃由應力控股有限公司（「本公司」，連同其附屬公司「本集團」）根 據香港聯合交易所有限公司證券上市規則（「上市規則」）第 13.09 條及香港法 例第 571 章證券及期貨條例第 XIVA 部項下的內幕消息條文（定義見上市規則） 而作出。 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，並明確表示概不就因本公告全部或任何部份內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 該申請清盤方欠本集團大量應收款項及應收保留金。鑒於申請清盤方的財務困 境，這些未償還款項的可收回性極不明朗。因此，本集團正在評估為這些應收 款項作出特定撥備的需要。根據目前可得的資料，管理層估計此撥備將令本集 團截至二零二五年三月三十一日止年度的綜合除稅後溢利減少約 14,000,000 港元。 參考截至二零二五年一月三十一日止十個月的綜合管理賬目，而該等賬目尚未 經審計委員會審閱亦未經本公司核數師審核，董事會認為此特定撥備將對本集 團截至二零二五年三月三十一日止年度的綜合除稅後溢利構成顯著的影 ...