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，並明確表示概不就因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購本公司任何證券之邀請或要約。 LIFE CONCEPTS Life Concepts Holdings Limited 生 活 概 念 控 股 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 並 於 百 慕 達 存 續 的 有 限 公 司 ） （股份代號：8056） 有關根據一般授權配售新股份之補充公告 茲提述生活概念控股有限公司（「本公司」）日期為二零二五年七月二十二日內容 有關根據一般授權配售最多13,650,000股配售股份的公告（「該公告」）。除文義另 有所指外，本公告所用詞彙與該公告所界定者具有相同涵義。 補充協議 於二零二五年八月十一日，經公平磋商後，本公司與配售代理訂立配售協議之補 充協議（「補充協議」），內容如下： 1. 變更配售協議之最後截止日期 根據配售協議之條款及條件，配售協議須待先決條件於二零二五年八月十一 日或之前（或本公司與配售代 ...

[Company Overview](index=4&type=section&id=Company%20Information) This section outlines the company's fundamental information, including board and committee members, key addresses, and auditor details, noting personnel changes during the reporting period [Company Information](index=4&type=section&id=Company%20Information) This section outlines the company's fundamental information, including board and committee members, key addresses, and auditor details, noting personnel changes during the reporting period - Mr. Xu Qiang serves as the Chairman, Chief Executive Officer, and Executive Director of the company[5](index=5&type=chunk) - The company's independent auditor is Evergreen (Hong Kong) Certified Public Accountants Limited[7](index=7&type=chunk) - During and after the reporting period, there were personnel changes among executive directors, authorized representatives, and the company secretary[5](index=5&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group achieved a profit turnaround this year, driven by one-off gains from subsidiary dissolution and debt restructuring, while expanding its catering business and facing macroeconomic challenges in financial services [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Group achieved a profit turnaround this year, driven by one-off gains from subsidiary dissolution and debt restructuring, while expanding its catering business and facing macroeconomic challenges in financial services | Indicator | Year Ended March 31, 2025 | Year Ended March 31, 2024 | | :--- | :--- | :--- | | Total Revenue | Approx. **7.4 million HKD** | Approx. **16.1 million HKD** | | Profit/(Loss) Attributable to Owners of the Company | Profit of approx. **49.7 million HKD** | Loss of approx. **19.5 million HKD** | - Annual profit primarily resulted from a gain of approximately **26.8 million HKD** from the dissolution of a subsidiary and approximately **35.2 million HKD** from debt restructuring[9](index=9&type=chunk) - The Group's principal businesses include catering supply and financial institution cooperation services; with the receding impact of the pandemic, the company opened a new Chinese restaurant and plans to expand into mainland China and Asian markets[10](index=10&type=chunk) - Food ingredient sales (frozen meat) generated approximately **6.0 million HKD** in revenue this year, and the Group will continue to seek long-term partnerships to maintain stable income[10](index=10&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's operational and financial performance, liquidity, and future outlook, highlighting key drivers and risks [Business Review](index=8&type=section&id=Business%20Review) The Group focused on catering supply and financial institution cooperation services this year, with catering expanding through new ventures and frozen meat sales, while financial services were significantly impacted by a sluggish macroeconomic environment - Catering supply services: Frozen meat sales business has consistently generated stable revenue since its launch in November 2022, with approximately **6.0 million HKD** in revenue this year; additionally, a new Chinese restaurant began trial operations in February 2025, receiving enthusiastic market response[15](index=15&type=chunk) - Financial institution cooperation services: Affected by the sluggish macroeconomic environment in China and globally, no new loans were facilitated this year, resulting in revenue of approximately **0.9 million HKD**[16](index=16&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) The Group's total revenue decreased to **7.4 million HKD** this year, but it achieved a **49.7 million HKD** annual profit, turning losses into gains, primarily due to significant one-off gains from subsidiary dissolution and debt restructuring, alongside changes in expenses | Business Segment | 2025 Revenue (thousand HKD) | % of Total Revenue | 2024 Revenue (thousand HKD) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Catering Supply Services | **6,511** | **88.1%** | **11,992** | **74.5%** | | Provision of Financial Institution Cooperation Services | **883** | **11.9%** | **4,094** | **25.5%** | | **Total** | **7,394** | **100.0%** | **16,086** | **100.0%** | - Catering supply services revenue decreased by **45.8%** year-on-year, primarily due to market sluggishness caused by the COVID-19 pandemic[21](index=21&type=chunk) - Revenue from financial institution cooperation services significantly decreased, mainly due to an unfavorable macroeconomic environment in China, with no new loans facilitated during the year[22](index=22&type=chunk) - This year, a debt restructuring gain of approximately **35.2 million HKD** was recorded, primarily from the extension of interest-free advances and loans from related parties and former directors[26](index=26&type=chunk) - This year, other net income of approximately **27.0 million HKD** was recorded, mainly due to the dissolution of a subsidiary with net liabilities of approximately **26.8 million HKD**[28](index=28&type=chunk) - Profit attributable to owners of the company was approximately **49.7 million HKD**, compared to a loss of **19.5 million HKD** in the prior year, successfully turning losses into profits, primarily from gains on dissolution of a subsidiary and debt restructuring[31](index=31&type=chunk) [Liquidity and Financial Resources](index=11&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's liquidity remained tight with negative working capital of **23.5 million HKD**, but showed improvement from the prior year, and the gearing ratio significantly decreased to **209.1%**, indicating eased financial leverage | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | Approx. **128.0 million HKD** | Approx. **122.2 million HKD** | | Cash and Cash Equivalents | Approx. **171 thousand HKD** | Approx. **1.3 million HKD** | | Working Capital | Approx. **negative 23.5 million HKD** | Approx. **negative 91.0 million HKD** | | Current Ratio | **0.63** | **0.31** | | Gearing Ratio | Approx. **209.1%** | Approx. **792.5%** | [Outlook and Risks](index=11&type=section&id=Outlook) The Group is optimistic about its catering business, supported by tourism recovery and a new restaurant, and will continue frozen meat sales for stable income, while managing key risks including market, credit, liquidity, and compliance - Outlook: The Group is optimistic about the recovery of its catering business, having opened a new Chinese restaurant in Hong Kong, and will continue to invest in the frozen meat sales business to drive sustainable growth[35](index=35&type=chunk) - Key Risks: The Group faces principal risks and uncertainties including market risk, credit risk, liquidity risk, and compliance risk[36](index=36&type=chunk) - Dividends: The Board resolved not to recommend the payment of any final dividend for the year ended March 31, 2025[40](index=40&type=chunk) - Post-reporting period events: The company agreed to appoint a placing agent to place up to **13,650,000** shares and changed its principal place of business and head office in Hong Kong[47](index=47&type=chunk) [Biographical Details of Directors](index=14&type=section&id=Biographical%20Details%20of%20Directors) This section details the personal backgrounds and professional experience of the company's executive and independent non-executive directors, highlighting Mr. Xu Qiang's financial expertise, Ms. Wu Liyu's food industry experience, and the independent non-executive directors' diverse professional backgrounds [Biographical Details of Directors](index=14&type=section&id=Biographical%20Details%20of%20Directors) This section details the personal backgrounds and professional experience of the company's executive and independent non-executive directors, highlighting Mr. Xu Qiang's financial expertise, Ms. Wu Liyu's food industry experience, and the independent non-executive directors' diverse professional backgrounds - Executive Director Mr. Xu Qiang, **41** years old, serves as Chairman and Chief Executive Officer, graduated from Zhongnan University of Economics and Law, and possesses extensive experience in asset management, risk management, and private equity[48](index=48&type=chunk) - Executive Director Ms. Wu Liyu, **39** years old, has extensive experience in the food industry and production management, familiar with export health registration and production license applications[49](index=49&type=chunk) - Independent Non-executive Directors Mr. Xu Hongqun, Mr. Bian Hongjiang, and Mr. Chen Wenrui possess professional backgrounds in company secretarial, financial management, and investment banking fields, respectively[50](index=50&type=chunk)[51](index=51&type=chunk) [Corporate Governance Report](index=15&type=section&id=Corporate%20Governance%20Report) This report details the company's adherence to corporate governance principles, including board structure, committee functions, risk management, and shareholder communication practices [Corporate Governance Practices and Structure](index=15&type=section&id=Corporate%20Governance%20Practices) The Board maintains high corporate governance standards, adhering to GEM Listing Rules with one deviation where the Chairman and CEO roles are combined, which the Board believes provides strong leadership, supported by established Audit, Remuneration, and Nomination Committees - The company complied with all applicable code provisions in the Corporate Governance Code during the reporting year, except for a deviation from code provision C.2.1[55](index=55&type=chunk) - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Xu Qiang, which the Board believes provides strong and consistent leadership, and the current structure does not undermine the balance of power[62](index=62&type=chunk) - The corporate governance structure includes the Audit Committee, Remuneration Committee, and Nomination Committee under the Board, each with clear terms of reference[56](index=56&type=chunk) [Board of Directors](index=16&type=section&id=Board%20of%20Directors) The Board comprises five directors, including two executive and three independent non-executive members, with attendance records detailed, and the company has adopted a board diversity policy, considering its current composition sufficiently diverse in gender, professional background, and skills | Director | Board Meetings | Audit Committee Meetings | Remuneration Committee Meetings | Nomination Committee Meetings | | :--- | :--- | :--- | :--- | :--- | | Mr. Xu Qiang | 9/9 | N/A | 1/1 | 1/1 | | Ms. Wu Liyu | 9/9 | N/A | N/A | N/A | | Mr. Xu Hongqun | 9/9 | 2/2 | 1/1 | 1/1 | | Mr. Bian Hongjiang | 9/9 | 2/2 | 1/1 | 1/1 | | Mr. Chen Wenrui | 9/9 | 2/2 | 1/1 | 1/1 | - The company has three independent non-executive directors, meeting GEM Listing Rules requirements, and all have confirmed their independence[60](index=60&type=chunk) - The company has adopted a board diversity policy and considers the current board composition, including one female director, to be sufficiently diverse; as of the reporting date, approximately **20%** of the company's directors and **28.6%** of its employees are female[66](index=66&type=chunk)[69](index=69&type=chunk) [Board Committees](index=20&type=section&id=Board%20Committees) This section details the composition and responsibilities of the Remuneration, Nomination, and Audit Committees, which respectively oversee executive compensation, director nominations, and financial reporting, internal controls, and risk management, including communication with the independent auditor - The Remuneration Committee comprises one executive director and three independent non-executive directors, responsible for recommending remuneration policies and terms to the Board[73](index=73&type=chunk)[75](index=75&type=chunk) - The Nomination Committee consists of two executive directors and three independent non-executive directors, responsible for reviewing the Board's composition and nominating directors[77](index=77&type=chunk)[78](index=78&type=chunk) - The Audit Committee comprises three independent non-executive directors, with Chairman Mr. Xu Hongqun possessing appropriate professional qualifications; during the year, the committee reviewed annual and interim results and approved the terms of appointment and remuneration of the independent auditor[79](index=79&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) [Risk Management and Internal Control](index=22&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board oversees the Group's risk management and internal control systems, employing a three-tier approach without an internal audit department, which is deemed effective and adequate given the company's current scale - The Group employs a three-tier risk management approach but has not established an internal audit department; the Board will periodically review the need for such a function[83](index=83&type=chunk) - The Board has discussed and reviewed the Group's risk management and internal control systems and considers them effective and adequate[84](index=84&type=chunk) | Service Type | Fees Paid/Payable (thousand HKD) | | :--- | :--- | | Audit Services | **1,000** | | Non-audit Services | – | | **Total** | **1,000** | [Shareholder Rights and Communication](index=25&type=section&id=Shareholder%20Rights) The company has established policies for dividends, whistleblowing, anti-corruption, and shareholder communication to protect shareholder rights and enhance engagement, detailing procedures for shareholder meetings and nominations, and utilizing various communication channels - The company has adopted a dividend policy, but the declaration of dividends is at the sole discretion of the Board and is not guaranteed[94](index=94&type=chunk)[97](index=97&type=chunk) - The company has established whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance on corruption, bribery, and similar acts[98](index=98&type=chunk)[99](index=99&type=chunk) - The report clarifies shareholders' right to convene extraordinary general meetings: shareholders holding not less than one-tenth of the paid-up share capital may submit a written request[107](index=107&type=chunk) - Shareholders may submit written inquiries to the Board via email at cosec@lifeconcepts.hk or by post[110](index=110&type=chunk) [Directors' Report](index=30&type=section&id=Directors'%20Report) This report provides an overview of the Group's annual performance, business activities, share capital changes, and key personnel information for the year ended March 31, 2025 [Business and Performance](index=30&type=section&id=Principal%20Businesses) This report outlines the Group's annual performance for the year ended March 31, 2025, focusing on its catering supply and financial institution cooperation services, with detailed results in the financial statements and no final dividend recommended by the Board - The company is an investment holding company, and its subsidiaries are principally engaged in (i) catering supply business and (ii) provision of financial institution cooperation services[114](index=114&type=chunk) - The Board resolved not to recommend the payment of any final dividend for the year ended March 31, 2025[125](index=125&type=chunk) [Share Capital and Placing](index=31&type=section&id=Share%20Capital) During the year, the company completed a share placing of **370 million** shares, raising **5.1 million HKD** for debt repayment and working capital, followed by a **1-for-20** share consolidation in September 2024 - On August 2, 2024, the placing of **370,000,000** shares was completed, with net proceeds of approximately **5.1 million HKD**[138](index=138&type=chunk) | Use of Proceeds | Planned Net Amount (million HKD) | Actual Utilized Net Amount (million HKD) | Unutilized Net Amount (million HKD) | | :--- | :--- | :--- | :--- | | Repayment of Group Debts | **4.0** | **4.0** | – | | Replenishment of Group Working Capital | **1.1** | **1.1** | – | | **Total** | **5.1** | **5.1** | **–** | - On September 3, 2024, the company completed a share consolidation of **one** share for every **twenty** shares[140](index=140&type=chunk) [Directors' and Shareholders' Interests](index=34&type=section&id=Directors'%20and%20Chief%20Executives'%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20and%20its%20Associated%20Corporations) As of March 31, 2025, no directors, chief executives, or substantial shareholders held disclosable share interests or short positions under the SFO, nor did they engage in any competing businesses with the Group - As of March 31, 2025, no directors, chief executives, or substantial shareholders had any interests or short positions in the shares of the company disclosable under Part XV of the Securities and Futures Ordinance[141](index=141&type=chunk)[142](index=142&type=chunk) - No directors or substantial shareholders engaged in any business that competes with the Group's business[143](index=143&type=chunk) [Major Customers, Suppliers and Share Option Scheme](index=35&type=section&id=Major%20Customers%20and%20Suppliers) This year, the Group's procurement was highly concentrated, with the largest supplier accounting for **90%** of total purchases, and employee count halved to **14**; no share options have been granted since listing, and several director and senior management changes occurred during and after the reporting period | Supplier | % of Total Purchases | | :--- | :--- | | Largest Supplier | **90%** | | Top Five Suppliers Total | **94%** | - As of March 31, 2025, the Group's total number of employees was **14** persons, a significant decrease from **28** persons last year[148](index=148&type=chunk)[41](index=41&type=chunk) - Since its listing, the company has never granted any share options under its share option scheme, thus there were no outstanding share options at the end of the reporting period[165](index=165&type=chunk) - The independent auditor changed from PricewaterhouseCoopers to Evergreen (Hong Kong) Certified Public Accountants Limited, effective April 3, 2023[167](index=167&type=chunk) [Environmental, Social and Governance (ESG) Report](index=41&type=section&id=Environmental,%20Social%20and%20Governance%20Report) This report details the Group's commitment and performance across environmental, social, and governance aspects, adhering to relevant guidelines and addressing key material issues [Reporting Framework and Governance](index=41&type=section&id=Reporting%20Standards) This ESG report adheres to the HKEX ESG Reporting Guide, covering the year ended March 31, 2025, with the Board overseeing ESG strategy and performance, identifying occupational health and safety, service responsibility, and anti-corruption as key material issues - This report has complied with the 'Environmental, Social and Governance Reporting Guide' in Appendix C2 of the GEM Listing Rules of the Stock Exchange[175](index=175&type=chunk) - The Board is responsible for overseeing ESG-related matters and reviews them at least once annually; the Audit Committee is authorized to implement sustainability strategies[179](index=179&type=chunk) - Through materiality assessment, the Group identified the most material ESG issues as: occupational health and safety, development and training, service responsibility and quality management, anti-corruption, and supply chain management[181](index=181&type=chunk)[185](index=185&type=chunk) [Environmental Performance](index=43&type=section&id=Environmental%20Performance) This year, the Group's environmental indicators, including greenhouse gas emissions, energy, and water usage, significantly decreased due to restaurant sales and limited new restaurant operations, with the Group progressing well towards its 2026 reduction targets | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (Scope 1&2) | tonnes of CO2 equivalent | **9.7** | **283.6** | | Total Energy Consumption | kWh | **16,137.0** | **412,123.1** | | Water Usage | cubic meters | **244.1** | **7,620.0** | - The significant decrease in environmental indicator data is primarily due to the sale of restaurants in 2024 and limited operating time of new restaurants in 2025[188](index=188&type=chunk)[193](index=193&type=chunk)[195](index=195&type=chunk) - The Group has set targets to reduce greenhouse gas emissions, electricity consumption, and water consumption by **3%** by 2026, using 2024 as the baseline[188](index=188&type=chunk)[193](index=193&type=chunk)[195](index=195&type=chunk) - Regarding climate change risks, the Group identified physical risks such as typhoons and transition risks like tightening regulations, and has formulated response measures[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) [Social Performance](index=48&type=section&id=Social%20Performance) The Group prioritizes good employment practices, employee health, and development, despite a halved workforce and high turnover, strictly adhering to labor standards; operationally, it emphasizes supply chain management, service quality, customer privacy, and anti-corruption, with reported compliance | Employee Statistics (March 31, 2025) | Value | | :--- | :--- | | Total Employees | **14** persons | | By Geographical Location (Hong Kong/Mainland China) | **6** / **8** persons | | By Gender (Male/Female) | **10** / **4** persons | | Annual Turnover Rate | Approx. **114%** | - Health and Safety: During the reporting period, **0** lost workdays due to work-related injuries or occupational diseases were recorded, with no work-related fatalities in the past three years[206](index=206&type=chunk) - Labor Standards: The Group strictly prohibits the employment of child and forced labor, and reviews identity documents during recruitment to prevent risks[208](index=208&type=chunk) - Supply Chain Management: The Group has a total of **34** suppliers, of which **30** are located in Hong Kong; the Group evaluates suppliers' hygiene, compliance, and sustainability performance when selecting them[209](index=209&type=chunk) - Anti-corruption: The Group maintains a zero-tolerance stance on bribery and corruption, with no concluded legal cases related to these matters during the reporting period[218](index=218&type=chunk) [Independent Auditor's Report](index=60&type=section&id=Independent%20Auditor's%20Report) This report presents the independent auditor's opinion on the Group's consolidated financial statements, highlighting key audit matters and a material uncertainty related to going concern [Independent Auditor's Report](index=60&type=section&id=Independent%20Auditor's%20Report) Independent auditor Evergreen (Hong Kong) Certified Public Accountants Limited issued an unmodified opinion on the Group's consolidated financial statements, while highlighting a 'Material Uncertainty Related to Going Concern' due to net shareholders' deficit and current liabilities exceeding current assets, with key audit matters including non-financial asset impairment and guarantee liability measurement - Audit Opinion: The auditor believes the consolidated financial statements fairly present the Group's financial position and performance and have been properly prepared (unmodified opinion)[225](index=225&type=chunk) - Material Uncertainty Related to Going Concern: The auditor draws attention to the Group's net shareholders' deficit of **62.70 million HKD** and current liabilities exceeding current assets by **23.50 million HKD** as of March 31, 2025, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[227](index=227&type=chunk) - Key Audit Matters: - Impairment assessment of non-financial assets: Involves evaluating the recoverable amounts of property, plant and equipment, and right-of-use assets, requiring significant management estimates[230](index=230&type=chunk) - Measurement of guarantee liabilities: Pertains to financial institution cooperation services, requiring significant judgment, assumptions, and complex models for measurement[234](index=234&type=chunk) [Consolidated Financial Statements](index=65&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial performance, position, equity changes, and cash flows for the reporting period [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=65&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue significantly decreased to **7.394 million HKD**, but it achieved a profit before tax of **49.415 million HKD**, reversing last year's loss, primarily due to **26.969 million HKD** in other income and **35.242 million HKD** in debt restructuring gains | Item (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | **7,394** | **16,086** | | Other income/(loss) – net | **26,969** | **(5,764)** | | Gain on debt restructuring | **35,242** | – | | Profit/(Loss) before income tax | **49,415** | **(19,319)** | | **Profit/(Loss) for the year** | **49,286** | **(19,469)** | | Profit/(Loss) attributable to owners of the company | **49,668** | **(19,558)** | | Basic earnings/(loss) per share (HKD) | **0.46** | **(0.21)** | [Consolidated Statement of Financial Position](index=66&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group reported total assets of **128.0 million HKD** and total liabilities of **191.0 million HKD**, resulting in an equity deficit of **62.70 million HKD**, an improvement from the prior year, though current liabilities still exceeded current assets | Item (thousand HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | **87,542** | **82,069** | | Current assets | **40,480** | **40,172** | | **Total assets** | **128,022** | **122,241** | | **Equity and Liabilities** | | | | Total equity (deficit) | **(62,696)** | **(117,725)** | | Non-current liabilities | **126,741** | **10,589** | | Current liabilities | **63,977** | **229,377** | | **Total liabilities** | **190,718** | **239,966** | | **Total equity and liabilities** | **128,022** | **122,241** | [Consolidated Statement of Changes in Equity](index=68&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) The equity deficit attributable to owners of the company improved from **123.0 million HKD** to **67.53 million HKD** this year, driven by an annual profit of **49.67 million HKD** and **5.30 million HKD** from share placing proceeds, with a slight decrease in non-controlling interests - The equity attributable to owners of the company, a deficit of **122,702 thousand HKD** at the beginning of the year, adjusted by total comprehensive income of **49,873 thousand HKD** and share placing of **5,298 thousand HKD** during the year, resulted in a deficit of **67,531 thousand HKD** at year-end[248](index=248&type=chunk) [Consolidated Statement of Cash Flows](index=69&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group experienced a net cash outflow of **9.71 million HKD** from operating activities and **5.07 million HKD** from investing activities, offset by a **13.61 million HKD** net cash inflow from financing, resulting in a net decrease of **1.16 million HKD** in cash and cash equivalents, ending at **0.171 million HKD** | Item (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | **(9,707)** | **12,210** | | Net cash (used in)/generated from investing activities | **(5,065)** | **834** | | Net cash generated from/(used in) financing activities | **13,610** | **(13,830)** | | **Net decrease in cash and cash equivalents** | **(1,162)** | **(786)** | | Cash and cash equivalents at beginning of year | **1,343** | **2,214** | | **Cash and cash equivalents at end of year** | **171** | **1,343** | [Notes to the Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, segment information, related party transactions, and compliance risks [Note 2.1: Basis of Preparation and Going Concern](index=71&type=section&id=2.1%20Basis%20of%20Preparation) While prepared on a going concern basis, the financial statements highlight material uncertainties due to a **62.70 million HKD** net shareholders' deficit and **23.50 million HKD** in excess current liabilities as of March 31, 2025, with directors implementing measures like debt extensions and capital raising to improve the financial position - Material Uncertainty: As of March 31, 2025, the Group's net shareholders' deficit was **62,696,000 HKD**, and current liabilities exceeded current assets by **23,497,000 HKD**, which may cast significant doubt on its ability to continue as a going concern[257](index=257&type=chunk) - The directors have taken several countermeasures, including: - Successfully extending interest-free loans from former directors and related parties totaling over **130 million HKD**[259](index=259&type=chunk) - Completing a share placing, raising net proceeds of approximately **5.1 million HKD**[259](index=259&type=chunk) - Obtaining a **30 million HKD** credit facility from directors[259](index=259&type=chunk) - Actively negotiating with other lenders and seeking new funding sources[259](index=259&type=chunk) - Despite these measures, the ability to continue as a going concern remains dependent on successfully obtaining additional funding and negotiating repayment extensions with lenders[260](index=260&type=chunk)[262](index=262&type=chunk) [Note 5: Segment Information](index=100&type=section&id=5%20Segment%20Information) The Group's operations are segmented into catering supply, financial institution cooperation, and other services; catering supply contributed the majority of revenue at **6.511 million HKD** but incurred a loss, while financial services generated **0.883 million HKD** in profit, with segment results excluding unallocated head office expenses and one-off gains | Year Ended March 31, 2025 (thousand HKD) | Catering Supply Services | Provision of Financial Institution Cooperation Services | Total | | :--- | :--- | :--- | :--- | | Revenue from external customers | **6,511** | **883** | **7,394** | | Segment results | **(3,054)** | **520** | **(2,534)** | - Geographically, the vast majority of revenue came from Hong Kong (**6.511 million HKD**), with mainland China contributing **0.883 million HKD**[367](index=367&type=chunk) [Note 27: Related Party Transactions](index=127&type=section&id=27%20Related%20Party%20Transactions) This year, the Group engaged in significant related party transactions, primarily debt restructuring, by extending repayment terms on interest-free loans from former directors, current directors, and a related party, generating approximately **35.242 million HKD** in debt restructuring gains, a key driver of profitability - Loans of approximately **36.95 million HKD** from a related party (non-controlling shareholder of a subsidiary) had their repayment period extended to 2028, generating a debt restructuring gain of approximately **10.00 million HKD**[423](index=423&type=chunk)[424](index=424&type=chunk) - Interest-free loans of approximately **98.29 million HKD** from former directors (Mr. Fu and his wife Ms. Li) had their repayment period extended to 2028, generating a debt restructuring gain of approximately **23.03 million HKD**[425](index=425&type=chunk) - Interest-free credit of approximately **9.20 million HKD** obtained from directors during the year also underwent debt restructuring, generating a gain of approximately **2.21 million HKD**[426](index=426&type=chunk) [Note 30: Compliance Risk](index=133&type=section&id=30%20Compliance%20Risk) The Group's financial cooperation services in mainland China face potential compliance risks regarding implicit financial guarantees, which may violate Chinese regulations and lead to operational prohibition or fines; however, based on legal advice, directors deem the likelihood of significant penalties low and are adjusting business arrangements - The Group's guarantee arrangements in its financial cooperation services business in China may not comply with regulations issued by the China Banking and Insurance Regulatory Commission in 2019[429](index=429&type=chunk) - Potential consequences include prohibition of operations, fines (RMB **0.5 million** to **1.0 million**), and confiscation of illegal gains[429](index=429&type=chunk) - After consulting external legal advice, the directors believe it is unlikely for the Group to be penalized, and the potential adverse impact is not material; the Group is adjusting its business arrangements[430](index=430&type=chunk) [Financial Summary](index=134&type=section&id=Financial%20Summary) This section provides a concise overview of the Group's key financial performance and position indicators over the past five fiscal years [Five-Year Financial Summary](index=134&type=section&id=Financial%20Summary) This section summarizes the Group's five-year financial performance, assets, and liabilities, showing a continuous revenue decline since 2021 but the first annual profit in 2025, with relatively stable total assets and a significant decrease in total liabilities, improving the overall equity deficit | Year Ended March 31 (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **7,394** | **16,086** | **61,358** | **162,832** | **214,325** | | **Profit/(Loss) for the year attributable to owners of the company** | **49,668** | **(19,558)** | **(28,883)** | **(40,848)** | **(64,432)** | | As of March 31 (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total assets** | **128,022** | **122,241** | **139,252** | **150,809** | **251,134** | | **Total liabilities** | **(190,718)** | **(239,966)** | **(239,067)** | **(261,224)** | **(311,088)** | | **Total equity (deficit) attributable to owners of the company** | **(67,531)** | **(122,702)** | **(104,966)** | **(119,925)** | **(74,914)** |

Group 1 - The company, Lifestyle Concept Holdings, announced a fundraising through the placement of new shares, issuing 13,650,000 shares to raise approximately HKD 0.038 billion, netting about HKD 0.037 billion after expenses [1] - The placement price of the new shares is HKD 0.28, representing a discount of approximately 3.5% to the closing price of HKD 0.29 on the previous trading day, and a discount of about 5.7% to the average closing price over the last five trading days [1] - The newly issued shares represent about 12.0% of the existing issued share capital and will account for approximately 10.7% of the enlarged share capital upon completion [1] Group 2 - The company primarily engages in providing catering services in Hong Kong, consulting services related to the research, cultivation, and sale of organic vegetables, as well as services in collaboration with financial institutions [1] - Approximately HKD 0.037 billion of the raised funds will be used to supplement the company's working capital [1] - The issuance is conducted under a general mandate granted by the shareholders' meeting and is expected to be completed upon meeting relevant conditions [1]

Company Overview - Lifestyle Concept Holdings Limited is a Hong Kong-based restaurant group that operates multiple brands offering various cuisines at different price points [2] - Since opening its first restaurant, Bombay Dreams, in December 2002, the company has expanded its network in Hong Kong through a multi-brand business model and a "cluster" management strategy [2] - As of the latest feasible date, the company operates 21 restaurant brands, including 21 full-service restaurants, one club restaurant, one bakery, and one takeaway store [2] Financial Performance - As of March 31, 2025, the company reported total revenue of HKD 6.8234 million, a year-on-year decrease of 54.03% [1] - The net profit attributable to shareholders was HKD 45.8351 million, reflecting a year-on-year increase of 353.95% [1][3] - The basic earnings per share for the fiscal year ending June 30, 2024, was HKD 0.46 [3] Market Position and Valuation - The company has a price-to-earnings (P/E) ratio of 0.58, ranking second in the tourism and leisure facilities industry, which has an average P/E ratio of 47.11 [1] - Other companies in the same industry have varying P/E ratios, such as Easy Station Green Technology at 0.11, LET GROUP at 0.7, and Dida Travel at 1.13 [1] Strategic Approach - The company employs a strategic clustering approach, positioning different restaurant brands in close proximity to create a "cluster" effect [2] - The restaurants are strategically located in prime areas of Hong Kong, including Soho, Lan Kwai Fong, and major shopping malls [2] - The core value proposition of the company is to provide high-quality dishes, attentive service, and a comfortable dining experience at a reasonable price [2]

[Financial Performance Summary](index=2&type=section&id=Financial%20Performance%20Summary) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group turned a loss into a profit of HKD 49.29 million for the year ended March 31, 2025, primarily driven by a HKD 35.24 million gain on debt restructuring and HKD 26.97 million in net other income, despite a 54% revenue decline to HKD 7.39 million Annual Performance Overview (HKD thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 7,394 | 16,086 | | Gain on debt restructuring | 35,242 | – | | Net other income/(loss) | 26,969 | (5,764) | | Profit/(Loss) before income tax | 49,415 | (19,319) | | **Profit/(Loss) for the year** | **49,286** | **(19,469)** | | Profit/(Loss) attributable to owners of the Company | 49,668 | (19,558) | | Basic earnings/(loss) per share (HKD) | 0.46 | (0.21) | - Revenue significantly decreased by **54% year-on-year**, from **HKD 16.09 million** to **HKD 7.39 million**[5](index=5&type=chunk) - The primary drivers for turning loss into profit were non-operating items, including a **HKD 35.24 million** gain on debt restructuring and **HKD 26.97 million** in net other income[5](index=5&type=chunk) [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets slightly increased to HKD 128.02 million, while the net shareholders' deficit improved to HKD 62.70 million from HKD 117.73 million, despite current liabilities of HKD 63.98 million significantly exceeding current assets of HKD 40.48 million Financial Position Overview (HKD thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | **Total assets** | **128,022** | **122,241** | | Current assets | 40,480 | 40,172 | | Non-current assets | 87,542 | 82,069 | | **Total liabilities** | **190,718** | **239,966** | | Current liabilities | 63,977 | 229,377 | | Non-current liabilities | 126,741 | 10,589 | | **Net shareholders' deficit** | **(62,696)** | **(117,725)** | - The Group's current liabilities of **HKD 63.98 million** exceeded current assets of **HKD 40.48 million**, resulting in a negative working capital of **HKD 23.50 million**, indicating liquidity risk[6](index=6&type=chunk)[7](index=7&type=chunk)[13](index=13&type=chunk) - Non-current liabilities surged from **HKD 10.59 million** to **HKD 126.74 million**, primarily due to reclassification or increase in amounts payable to former directors, current directors, and related parties[7](index=7&type=chunk) [Consolidated Statement of Changes in Equity](index=5&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2025, equity attributable to owners improved from a deficit of HKD 123 million to HKD 67.53 million, primarily due to a HKD 49.67 million profit for the year and HKD 5.30 million raised from a share placing - The **HKD 49.67 million** profit for the year significantly improved the accumulated losses, reducing them from **HKD 167 million** to **HKD 118 million**[8](index=8&type=chunk) - In August 2024, the company completed a share placing, issuing **370 million** new shares and raising net proceeds of approximately **HKD 5.30 million**, which increased share capital and share premium[8](index=8&type=chunk)[9](index=9&type=chunk) [Summary of Notes to the Financial Statements](index=6&type=section&id=Summary%20of%20Notes%20to%20the%20Financial%20Statements) [Note 2: Basis of Preparation and Going Concern](index=6&type=section&id=Note%202%3A%20Basis%20of%20Preparation%20and%20Going%20Concern) While prepared on a going concern basis, the financial statements highlight significant uncertainties, including a net shareholders' deficit of HKD 62.70 million and net current liabilities of HKD 23.50 million as of March 31, 2025, with continued operation dependent on securing future financing and debt repayment extensions - The auditor's report includes a material uncertainty warning regarding the Group's ability to continue as a going concern, citing its net shareholders' deficit and net current liabilities position[13](index=13&type=chunk)[14](index=14&type=chunk)[105](index=105&type=chunk) - Management has taken several measures to maintain going concern, including: - Obtaining repayment extensions for approximately **HKD 135 million** in debt from the former chairman and related parties - Completing a share placing to raise approximately **HKD 5.10 million** for debt repayment and working capital - Securing a **HKD 30 million** financing facility from directors[14](index=14&type=chunk)[16](index=16&type=chunk) - The core risk to going concern lies in the ability to successfully raise new funds and negotiate repayment arrangements with other lenders in the future[17](index=17&type=chunk) [Note 4: Revenue and Segment Information](index=10&type=section&id=Note%204%3A%20Revenue%20and%20Segment%20Information) Total revenue for the year decreased by 54% to HKD 7.39 million, with catering supply services contributing HKD 6.51 million (88.1% of total, down 45.8%) and financial cooperation services sharply declining to HKD 0.88 million (11.9%, down 78.4%), while Hong Kong accounted for most revenue Revenue by Business Segment (HKD thousands) | Business Segment | 2025 | 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Catering supply services | 6,511 | 11,992 | -45.8% | | Provision of financial cooperation services | 883 | 4,094 | -78.4% | | **Total** | **7,394** | **16,086** | **-54.0%** | Revenue by Geographical Region (HKD thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 6,511 | 11,992 | | Mainland China | 883 | 4,094 | | **Total** | **7,394** | **16,086** | - The catering supply services segment recorded a loss of **HKD 3.05 million**, while the financial institution cooperation services segment recorded a profit of **HKD 0.52 million**[25](index=25&type=chunk) [Note 14: Share Capital](index=20&type=section&id=Note%2014%3A%20Share%20Capital) During the year, the company underwent two significant share capital changes: a placing of 370 million new shares in August 2024, followed by a 20-for-1 share consolidation in September 2024, resulting in approximately 113 million total issued shares - In July 2024, the company placed **370 million** shares at **HKD 0.0144** per share to raise funds[53](index=53&type=chunk) - On September 3, 2024, the company completed a share consolidation where every **20** existing shares were consolidated into **1** new share[53](index=53&type=chunk) [Note 15: Related Party Transactions and Balances](index=21&type=section&id=Note%2015%3A%20Related%20Party%20Transactions%20and%20Balances) The Group's financial position heavily relies on related party support, with repayment extensions granted on approximately HKD 98.29 million in interest-free loans from the former chairman and his wife, and HKD 36.95 million from a related party, both extended to 2028, generating a total gain on debt restructuring of HKD 33.03 million, alongside new interest-free financing from current directors - The company obtained an extension of repayment terms for approximately **HKD 98.29 million** in interest-free loans from former chairman Mr. James Fu Bin Lu and his wife Ms. Li Qing Ni until July 31, 2028, recognizing a **HKD 23.03 million** gain on debt restructuring[58](index=58&type=chunk)[59](index=59&type=chunk) - The company obtained an extension of repayment terms for approximately **HKD 36.95 million** in interest-free loans from a related party (non-controlling shareholder of a subsidiary) until July 31, 2028, recognizing a **HKD 10 million** gain on debt restructuring[54](index=54&type=chunk)[57](index=57&type=chunk) - During the year, the company received approximately **HKD 9.20 million** in unsecured, interest-free financing from directors for working capital purposes[60](index=60&type=chunk) [Management Discussion and Analysis](index=24&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=24&type=section&id=Business%20Review) The Group primarily operates in catering supply and financial institution cooperation services; catering business expanded into frozen meat sales (HKD 6 million annual revenue) and a new Chinese restaurant, while financial services were severely impacted by China's macroeconomic downturn, resulting in no new loan facilitations and significant revenue contraction - The catering business shifted focus to food ingredient sales (frozen meat), generating approximately **HKD 6 million** in annual revenue, and opened a new Chinese restaurant, aiming for sustainable income[63](index=63&type=chunk) - The financial institution cooperation services business was severely impacted by China's macroeconomic downturn and increased risk aversion, resulting in no new loan facilitations during the year[64](index=64&type=chunk) [Financial Review](index=25&type=section&id=Financial%20Review) Total revenue for the year declined by 54% to HKD 7.39 million, primarily due to a 78.4% drop in financial cooperation services and a 45.8% decrease in catering business revenue, yet profit attributable to owners reached HKD 49.70 million (from a HKD 19.50 million loss last year), largely driven by one-off non-operating items like HKD 35.20 million gain on debt restructuring and HKD 26.80 million from dissolution of subsidiaries - Catering supply services revenue decreased by **45.8%** to **HKD 6.50 million**, primarily impacted by market sluggishness due to the COVID-19 pandemic[67](index=67&type=chunk) - Financial institution cooperation services revenue declined by **78.4%** to **HKD 0.90 million**, with no new loan facilitations during the year due to an unfavorable macroeconomic environment[68](index=68&type=chunk) - Key factors for turning loss into profit include: - Gain on debt restructuring of approximately **HKD 35.20 million** - Gain from dissolution of subsidiaries of approximately **HKD 26.80 million** - Absence of a **HKD 8.70 million** impairment loss on non-financial assets recorded in the prior year[72](index=72&type=chunk)[74](index=74&type=chunk)[77](index=77&type=chunk) [Liquidity and Financial Resources](index=27&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's liquidity remains tight, with cash and cash equivalents of only HKD 0.171 million and negative working capital of HKD 23.50 million as of March 31, 2025, though the gearing ratio significantly improved to 209.1% from 792.5%, with operations heavily reliant on related party and director financial support Liquidity Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | HKD 0.171 million | HKD 1.30 million | | Working capital | -HKD 23.50 million | -HKD 91.00 million | | Current ratio | 0.63 | 0.31 | | Gearing ratio | 209.1% | 792.5% | - The Group's extremely low cash levels and significantly negative working capital indicate challenges in its short-term solvency and daily operations[78](index=78&type=chunk) [Employees and Remuneration Policy](index=28&type=section&id=Employees%20and%20Remuneration%20Policy) To control costs, the Group significantly reduced its workforce by half to 14 employees as of March 31, 2025, down from 28 in the prior year, resulting in a decrease in total annual staff costs from HKD 3.70 million to HKD 3.20 million - The Group's headcount was significantly reduced by **50%** from **28** to **14** employees year-on-year[85](index=85&type=chunk) - Annual staff costs, including directors' emoluments, were approximately **HKD 3.20 million**, a decrease from **HKD 3.70 million** in the prior year[85](index=85&type=chunk) [Other Disclosures](index=29&type=section&id=Other%20Disclosures) [Placing of New Shares Under General Mandate](index=29&type=section&id=Placing%20of%20New%20Shares%20Under%20General%20Mandate) In August 2024, the company successfully placed 370 million shares at HKD 0.0144 per share, raising net proceeds of approximately HKD 5.10 million, which were fully utilized as planned, with HKD 4.00 million for debt repayment and HKD 1.10 million for working capital - The company raised **HKD 5.10 million** in net proceeds through a share placing, which has been fully utilized for debt repayment and supplementing working capital[89](index=89&type=chunk)[91](index=91&type=chunk) [Share Consolidation](index=30&type=section&id=Share%20Consolidation) On September 3, 2024, the company completed a 20-for-1 share consolidation, aiming to increase the par value per share and reduce the number of issued shares - The Board proposed, and shareholders approved, a share consolidation where every **20** existing shares were consolidated into **1** new share, effective September 3, 2024[92](index=92&type=chunk) [Corporate Governance and Independent Auditor's Report](index=31&type=section&id=Corporate%20Governance%20and%20Independent%20Auditor%27s%20Report) The company deviates from corporate governance by having the Chairman and CEO roles held by the same person (Mr. Xu Qiang); while the Audit Committee reviewed annual results, the independent auditor's report, though unqualified, includes a "material uncertainty related to going concern" paragraph, highlighting the Group's net shareholders' deficit and net current liabilities as significant doubts about its ability to continue as a going concern - The company deviates from the Corporate Governance Code, with the roles of Chairman and Chief Executive Officer not separated, both held by Mr. Xu Qiang, which the Board believes provides strong and consistent leadership[100](index=100&type=chunk) - The independent auditor's report includes a "material uncertainty related to going concern" paragraph, explicitly stating that the Group's net shareholders' deficit and net current liabilities raise significant doubt about its ability to continue as a going concern[105](index=105&type=chunk)

[Financial Performance Summary](index=2&type=section&id=Financial%20Performance%20Summary) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group turned a loss into a profit of HKD 49.29 million for the year ended March 31, 2025, primarily driven by a HKD 35.24 million gain on debt restructuring and HKD 26.97 million in net other income, despite a 54% revenue decline to HKD 7.39 million Annual Performance Overview (HKD thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 7,394 | 16,086 | | Gain on debt restructuring | 35,242 | – | | Net other income/(loss) | 26,969 | (5,764) | | Profit/(Loss) before income tax | 49,415 | (19,319) | | **Profit/(Loss) for the year** | **49,286** | **(19,469)** | | Profit/(Loss) attributable to owners of the Company | 49,668 | (19,558) | | Basic earnings/(loss) per share (HKD) | 0.46 | (0.21) | - Revenue significantly decreased by **54% year-on-year**, from **HKD 16.09 million** to **HKD 7.39 million**[5](index=5&type=chunk) - The primary drivers for turning loss into profit were non-operating items, including a **HKD 35.24 million** gain on debt restructuring and **HKD 26.97 million** in net other income[5](index=5&type=chunk) [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets slightly increased to HKD 128.02 million, while the net shareholders' deficit improved to HKD 62.70 million from HKD 117.73 million, despite current liabilities of HKD 63.98 million significantly exceeding current assets of HKD 40.48 million Financial Position Overview (HKD thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | **Total assets** | **128,022** | **122,241** | | Current assets | 40,480 | 40,172 | | Non-current assets | 87,542 | 82,069 | | **Total liabilities** | **190,718** | **239,966** | | Current liabilities | 63,977 | 229,377 | | Non-current liabilities | 126,741 | 10,589 | | **Net shareholders' deficit** | **(62,696)** | **(117,725)** | - The Group's current liabilities of **HKD 63.98 million** exceeded current assets of **HKD 40.48 million**, resulting in a negative working capital of **HKD 23.50 million**, indicating liquidity risk[6](index=6&type=chunk)[7](index=7&type=chunk)[13](index=13&type=chunk) - Non-current liabilities surged from **HKD 10.59 million** to **HKD 126.74 million**, primarily due to reclassification or increase in amounts payable to former directors, current directors, and related parties[7](index=7&type=chunk) [Consolidated Statement of Changes in Equity](index=5&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2025, equity attributable to owners improved from a deficit of HKD 123 million to HKD 67.53 million, primarily due to a HKD 49.67 million profit for the year and HKD 5.30 million raised from a share placing - The **HKD 49.67 million** profit for the year significantly improved the accumulated losses, reducing them from **HKD 167 million** to **HKD 118 million**[8](index=8&type=chunk) - In August 2024, the company completed a share placing, issuing **370 million** new shares and raising net proceeds of approximately **HKD 5.30 million**, which increased share capital and share premium[8](index=8&type=chunk)[9](index=9&type=chunk) [Summary of Notes to the Financial Statements](index=6&type=section&id=Summary%20of%20Notes%20to%20the%20Financial%20Statements) [Note 2: Basis of Preparation and Going Concern](index=6&type=section&id=Note%202%3A%20Basis%20of%20Preparation%20and%20Going%20Concern) While prepared on a going concern basis, the financial statements highlight significant uncertainties, including a net shareholders' deficit of HKD 62.70 million and net current liabilities of HKD 23.50 million as of March 31, 2025, with continued operation dependent on securing future financing and debt repayment extensions - The auditor's report includes a material uncertainty warning regarding the Group's ability to continue as a going concern, citing its net shareholders' deficit and net current liabilities position[13](index=13&type=chunk)[14](index=14&type=chunk)[105](index=105&type=chunk) - Management has taken several measures to maintain going concern, including: - Obtaining repayment extensions for approximately **HKD 135 million** in debt from the former chairman and related parties - Completing a share placing to raise approximately **HKD 5.10 million** for debt repayment and working capital - Securing a **HKD 30 million** financing facility from directors[14](index=14&type=chunk)[16](index=16&type=chunk) - The core risk to going concern lies in the ability to successfully raise new funds and negotiate repayment arrangements with other lenders in the future[17](index=17&type=chunk) [Note 4: Revenue and Segment Information](index=10&type=section&id=Note%204%3A%20Revenue%20and%20Segment%20Information) Total revenue for the year decreased by 54% to HKD 7.39 million, with catering supply services contributing HKD 6.51 million (88.1% of total, down 45.8%) and financial cooperation services sharply declining to HKD 0.88 million (11.9%, down 78.4%), while Hong Kong accounted for most revenue Revenue by Business Segment (HKD thousands) | Business Segment | 2025 | 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Catering supply services | 6,511 | 11,992 | -45.8% | | Provision of financial cooperation services | 883 | 4,094 | -78.4% | | **Total** | **7,394** | **16,086** | **-54.0%** | Revenue by Geographical Region (HKD thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 6,511 | 11,992 | | Mainland China | 883 | 4,094 | | **Total** | **7,394** | **16,086** | - The catering supply services segment recorded a loss of **HKD 3.05 million**, while the financial institution cooperation services segment recorded a profit of **HKD 0.52 million**[25](index=25&type=chunk) [Note 14: Share Capital](index=20&type=section&id=Note%2014%3A%20Share%20Capital) During the year, the company underwent two significant share capital changes: a placing of 370 million new shares in August 2024, followed by a 20-for-1 share consolidation in September 2024, resulting in approximately 113 million total issued shares - In July 2024, the company placed **370 million** shares at **HKD 0.0144** per share to raise funds[53](index=53&type=chunk) - On September 3, 2024, the company completed a share consolidation where every **20** existing shares were consolidated into **1** new share[53](index=53&type=chunk) [Note 15: Related Party Transactions and Balances](index=21&type=section&id=Note%2015%3A%20Related%20Party%20Transactions%20and%20Balances) The Group's financial position heavily relies on related party support, with repayment extensions granted on approximately HKD 98.29 million in interest-free loans from the former chairman and his wife, and HKD 36.95 million from a related party, both extended to 2028, generating a total gain on debt restructuring of HKD 33.03 million, alongside new interest-free financing from current directors - The company obtained an extension of repayment terms for approximately **HKD 98.29 million** in interest-free loans from former chairman Mr. James Fu Bin Lu and his wife Ms. Li Qing Ni until July 31, 2028, recognizing a **HKD 23.03 million** gain on debt restructuring[58](index=58&type=chunk)[59](index=59&type=chunk) - The company obtained an extension of repayment terms for approximately **HKD 36.95 million** in interest-free loans from a related party (non-controlling shareholder of a subsidiary) until July 31, 2028, recognizing a **HKD 10 million** gain on debt restructuring[54](index=54&type=chunk)[57](index=57&type=chunk) - During the year, the company received approximately **HKD 9.20 million** in unsecured, interest-free financing from directors for working capital purposes[60](index=60&type=chunk) [Management Discussion and Analysis](index=24&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=24&type=section&id=Business%20Review) The Group primarily operates in catering supply and financial institution cooperation services; catering business expanded into frozen meat sales (HKD 6 million annual revenue) and a new Chinese restaurant, while financial services were severely impacted by China's macroeconomic downturn, resulting in no new loan facilitations and significant revenue contraction - The catering business shifted focus to food ingredient sales (frozen meat), generating approximately **HKD 6 million** in annual revenue, and opened a new Chinese restaurant, aiming for sustainable income[63](index=63&type=chunk) - The financial institution cooperation services business was severely impacted by China's macroeconomic downturn and increased risk aversion, resulting in no new loan facilitations during the year[64](index=64&type=chunk) [Financial Review](index=25&type=section&id=Financial%20Review) Total revenue for the year declined by 54% to HKD 7.39 million, primarily due to a 78.4% drop in financial cooperation services and a 45.8% decrease in catering business revenue, yet profit attributable to owners reached HKD 49.70 million (from a HKD 19.50 million loss last year), largely driven by one-off non-operating items like HKD 35.20 million gain on debt restructuring and HKD 26.80 million from dissolution of subsidiaries - Catering supply services revenue decreased by **45.8%** to **HKD 6.50 million**, primarily impacted by market sluggishness due to the COVID-19 pandemic[67](index=67&type=chunk) - Financial institution cooperation services revenue declined by **78.4%** to **HKD 0.90 million**, with no new loan facilitations during the year due to an unfavorable macroeconomic environment[68](index=68&type=chunk) - Key factors for turning loss into profit include: - Gain on debt restructuring of approximately **HKD 35.20 million** - Gain from dissolution of subsidiaries of approximately **HKD 26.80 million** - Absence of a **HKD 8.70 million** impairment loss on non-financial assets recorded in the prior year[72](index=72&type=chunk)[74](index=74&type=chunk)[77](index=77&type=chunk) [Liquidity and Financial Resources](index=27&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's liquidity remains tight, with cash and cash equivalents of only HKD 0.171 million and negative working capital of HKD 23.50 million as of March 31, 2025, though the gearing ratio significantly improved to 209.1% from 792.5%, with operations heavily reliant on related party and director financial support Liquidity Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | HKD 0.171 million | HKD 1.30 million | | Working capital | -HKD 23.50 million | -HKD 91.00 million | | Current ratio | 0.63 | 0.31 | | Gearing ratio | 209.1% | 792.5% | - The Group's extremely low cash levels and significantly negative working capital indicate challenges in its short-term solvency and daily operations[78](index=78&type=chunk) [Employees and Remuneration Policy](index=28&type=section&id=Employees%20and%20Remuneration%20Policy) To control costs, the Group significantly reduced its workforce by half to 14 employees as of March 31, 2025, down from 28 in the prior year, resulting in a decrease in total annual staff costs from HKD 3.70 million to HKD 3.20 million - The Group's headcount was significantly reduced by **50%** from **28** to **14** employees year-on-year[85](index=85&type=chunk) - Annual staff costs, including directors' emoluments, were approximately **HKD 3.20 million**, a decrease from **HKD 3.70 million** in the prior year[85](index=85&type=chunk) [Other Disclosures](index=29&type=section&id=Other%20Disclosures) [Placing of New Shares Under General Mandate](index=29&type=section&id=Placing%20of%20New%20Shares%20Under%20General%20Mandate) In August 2024, the company successfully placed 370 million shares at HKD 0.0144 per share, raising net proceeds of approximately HKD 5.10 million, which were fully utilized as planned, with HKD 4.00 million for debt repayment and HKD 1.10 million for working capital - The company raised **HKD 5.10 million** in net proceeds through a share placing, which has been fully utilized for debt repayment and supplementing working capital[89](index=89&type=chunk)[91](index=91&type=chunk) [Share Consolidation](index=30&type=section&id=Share%20Consolidation) On September 3, 2024, the company completed a 20-for-1 share consolidation, aiming to increase the par value per share and reduce the number of issued shares - The Board proposed, and shareholders approved, a share consolidation where every **20** existing shares were consolidated into **1** new share, effective September 3, 2024[92](index=92&type=chunk) [Corporate Governance and Independent Auditor's Report](index=31&type=section&id=Corporate%20Governance%20and%20Independent%20Auditor%27s%20Report) The company deviates from corporate governance by having the Chairman and CEO roles held by the same person (Mr. Xu Qiang); while the Audit Committee reviewed annual results, the independent auditor's report, though unqualified, includes a "material uncertainty related to going concern" paragraph, highlighting the Group's net shareholders' deficit and net current liabilities as significant doubts about its ability to continue as a going concern - The company deviates from the Corporate Governance Code, with the roles of Chairman and Chief Executive Officer not separated, both held by Mr. Xu Qiang, which the Board believes provides strong and consistent leadership[100](index=100&type=chunk) - The independent auditor's report includes a "material uncertainty related to going concern" paragraph, explicitly stating that the Group's net shareholders' deficit and net current liabilities raise significant doubt about its ability to continue as a going concern[105](index=105&type=chunk)

Group 1 - The company expects to turn a loss of approximately 19.5 million HKD for the year ending March 31, 2024, into a profit of approximately 47 million to 52 million HKD for the year ending March 31, 2025 [1] - The anticipated profit increase is primarily due to the dissolution of a subsidiary generating approximately 26.8 million HKD, debt restructuring gains of approximately 35.2 million HKD, and a one-time impairment loss of approximately 8.7 million HKD for non-financial assets for the year ending March 31, 2024 [1] - The management noted that Dining Concepts Management Limited and its subsidiaries suspended restaurant operations for several years, resulting in a net liability of approximately 26.8 million HKD, mainly due to the impact of COVID-19 [1] Group 2 - The management recognized the urgent need to meet short-term liquidity requirements, which could affect the company's operations and development [2] - The company successfully deferred interest-free loans from a former director and non-controlling shareholders, leading to debt restructuring gains of approximately 33 million HKD [2] - The company obtained an interest-free loan of 30 million HKD from one of its directors to support operations and development, with an additional debt restructuring gain of approximately 2.2 million HKD from the balance of an interest-free loan from a director [2]

[Supplementary Announcement to the Annual Report for the Year Ended March 31, 2024](index=1&type=section&id=Supplementary%20Announcement%20to%20the%20Annual%20Report%20for%20the%20year%20ended%2031%20March%202024) [Disclaimer of Opinion and Resolution Plan](index=1&type=section&id=Disclaimer%20of%20Opinion%20and%20Resolution%20Plan) The auditor issued a disclaimer of opinion on the company's consolidated financial statements for the year ended March 31, 2024, due to going concern uncertainties, leading management to implement measures like extending major shareholder loans and raising capital to improve financial and liquidity conditions - The company's auditor issued a **disclaimer of opinion** on the consolidated financial statements for the year ended March 31, 2024, due to uncertainties regarding **going concern**[3](index=3&type=chunk) Major Measures to Improve Financial and Liquidity Conditions | Measure | Amount (HKD) | Details | | :--- | :--- | :--- | | Extend loan repayment period | Approx. 98,286,000 | Interest-free loan from former chairman and spouse, repayment extended to July 31, 2028 | | Extend loan repayment period | Approx. 36,949,000 | Interest-free loan from a non-controlling shareholder of a subsidiary, repayment extended to July 31, 2028 | | Share placement | Net proceeds approx. 5,100,000 | Approx. 4 million HKD used for debt repayment, approx. 1.1 million HKD for working capital | | Director credit | Approx. 9,200,000 | Unsecured, interest-free credit obtained and utilized during the year for working capital and business expenses | [Business Update and Outlook](index=3&type=section&id=Business%20Update) The company is expanding its catering business in response to tourism recovery, opening a new Chinese restaurant in Hong Kong in February 2025 and exploring further opportunities in mainland China and Asia for sustainable revenue - In response to the recovery of tourism in Hong Kong, the company has expanded its catering business, opening a new Chinese restaurant in Hong Kong in **February 2025**[5](index=5&type=chunk) - The company believes the restaurant business will generate **long-term and sustainable revenue**, and will further explore other catering opportunities in **mainland China and Asia**[5](index=5&type=chunk)

Group 1 - The Hang Seng Index closed at 23,157.97 points, down 0.57% on June 2 [1] - Lifestyle Concept Holdings Limited's stock price increased by 40.09% to HKD 0.325 per share, with a trading volume of 2.22 million shares and a turnover of HKD 609,800, showing a volatility of 43.1% [1] - Over the past month, Lifestyle Concept has seen a cumulative increase of 45.91%, and a year-to-date increase of 98.29%, outperforming the Hang Seng Index by 16.1% [1] Group 2 - For the fiscal year ending September 30, 2024, Lifestyle Concept reported total revenue of HKD 5.9022 million, a decrease of 29.71% year-on-year, and a net profit attributable to shareholders of -HKD 2.3338 million, an increase of 42.13% year-on-year [1] - The company's gross profit margin stands at 24.14%, with a debt-to-asset ratio of 198.03% [1] - Currently, there are no institutional investment ratings for Lifestyle Concept [1] Group 3 - Lifestyle Concept Holdings Limited operates as a restaurant group in Hong Kong, offering various cuisines through multiple brands [2] - Since opening its first restaurant, Bombay Dreams, in December 2002, the company has expanded its network through a multi-brand business model and "cluster" management strategy [2] - The company currently operates 21 restaurant brands, including both self-owned and franchised brands, strategically located in prime areas of Hong Kong to create a "cluster" effect [2]

Financial Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 6.5 million, a decrease of about 29.7% compared to HKD 9.3 million in the same period of 2023[11]. - The total comprehensive loss attributable to the owners of the company for the six months ended September 30, 2024, was approximately HKD 2.6 million, a reduction of about 43.6% compared to HKD 4.5 million in the same period of 2023[11]. - The company reported a net financing income of HKD 377, down from HKD 1.1 million in the same period of 2023[13]. - The company’s basic and diluted loss per share for the period was HKD 0.001, compared to HKD 0.01 in the same period of 2023[13]. - The company incurred a total comprehensive loss of HKD 9,574,000 for the six months ended September 30, 2024, compared to a loss of HKD 4,551,000 in the previous period[19]. - The group reported a loss before tax of HKD 2,409 million for the six months ended September 30, 2024, compared to a loss of HKD 4,324 million in the same period of 2023[39]. - The group incurred a net loss of HKD 2,453 million for the six months ended September 30, 2024, compared to a net loss of HKD 4,423 million in the same period of 2023[39]. - The company reported a net loss attributable to owners of the company of (2,588) thousand HKD for the six months ended September 30, 2024, compared to a net loss of (4,472) thousand HKD in the same period of 2023[58]. Revenue Breakdown - Total revenue for the six months ended September 30, 2024, was HKD 6,545 million, a decrease of 29.8% from HKD 9,312 million in the same period of 2023[31]. - Revenue from the food supply business was HKD 5,254 million, down 20.9% from HKD 6,641 million year-on-year[31]. - Revenue from financial institution cooperation services was HKD 1,291 million, a decline of 51.6% compared to HKD 2,671 million in the previous year[31]. - The revenue from the food supply service was approximately HKD 5.3 million, a decrease of about 20.9% from approximately HKD 6.7 million in the previous year[84][93]. - The revenue from financial institution cooperation services was approximately HKD 1.3 million, down from HKD 2.7 million in the previous year, primarily due to adverse macroeconomic conditions in China[88][94]. Assets and Liabilities - Non-current assets as of September 30, 2024, totaled HKD 81.7 million, slightly down from HKD 82.1 million as of March 31, 2024[15]. - Current assets as of September 30, 2024, amounted to HKD 35.5 million, a decrease from HKD 40.2 million as of March 31, 2024[15]. - The total assets of the company were HKD 117.2 million as of September 30, 2024, down from HKD 122.2 million as of March 31, 2024[15]. - The equity attributable to the owners of the company was negative HKD 119.96 million as of September 30, 2024, compared to negative HKD 122.7 million as of March 31, 2024[15]. - Total liabilities decreased from HKD 239,966,000 to HKD 232,003,000, a reduction of approximately 3.9%[17]. - Current liabilities increased significantly from HKD 229,377,000 to HKD 221,522,000, primarily due to trade and other payables rising from HKD 52,817,000 to HKD 113,481,000, an increase of 114%[17]. - The total assets as of September 30, 2024, were approximately HKD 117.2 million, with cash and cash equivalents of approximately HKD 368,000[108]. Cash Flow and Financing - The company reported a net cash inflow from operating activities of HKD 64,599,000 for the six months ended September 30, 2024, compared to a cash outflow of HKD 387,000 in the same period last year[21]. - Cash and cash equivalents decreased from HKD 2,226,000 to HKD 368,000, a decline of approximately 83.5%[21]. - The company completed a placement of 370,000,000 shares at a price of HKD 0.0144 per share, raising approximately HKD 5,298,000[19]. - The net proceeds from the placement of 370 million shares at HKD 0.0144 per share amounted to approximately HKD 5.1 million, with 78.43% allocated for debt repayment[122]. - The company repaid HKD 4.0 million of its debts and utilized HKD 0.9 million for operational funding, with an expected timeline for the remaining funds to be used by December 31, 2024[124]. Operational Highlights - Employee benefit expenses decreased from approximately HKD 4.5 million to about HKD 1.6 million, mainly due to restaurant closures and organizational streamlining in China[97]. - The company plans to open a new Chinese restaurant in Hong Kong, currently under renovation, expected to commence operations in the first quarter of 2025[84]. - The company aims to invest more resources into the food supply business and actively seek long-term partnerships with more suppliers and customers[84]. - The company did not acquire or dispose of any property, plant, and equipment during the interim period[60]. - There were no new lease agreements established for restaurant operations during the interim period[61]. Compliance and Governance - The board of directors confirmed compliance with the GEM Listing Rules regarding securities trading during the six months ending September 30, 2024[135]. - The audit committee reviewed the unaudited consolidated results for the six months ending September 30, 2024, ensuring compliance with applicable accounting standards and sufficient disclosure[138]. - There were no significant events occurring after September 30, 2024, up to the report date[139].