致：香港交易及結算所有限公司 公司名稱: 賞之味控股有限公司 呈交日期: 2025年9月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08096 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 1,000,000,000 | HKD | | 0.1 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | | | 本月底結存 | | | 1,000,000,000 | HKD | | 0.1 HKD | | 100,000,000 | 本月底法定/註冊股本總額： HKD 100,000,000 FF301 第 1 頁 共 10 頁 v 1.1.1 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08096 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 1,000,000,000 | HKD | | 0.1 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | | | 本月底結存 | | | 1,000,000,000 | HKD | | 0.1 HKD | | 100,000,000 | 本月底法定/註冊股本總額： HKD 100,000,000 FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已 ...

[Company Information](index=4&type=section&id=Company%20Information) This section outlines fundamental company information for Savour of Life Holdings Limited, covering governance, audit, and banking details - This report provides fundamental information on Savour of Life Holdings Limited (Stock Code: 8096), covering its board of directors, committee structures, company secretary, auditor, registered office, and principal bankers[9](index=9&type=chunk)[10](index=10&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Key Risks](index=5&type=section&id=Business%20Review%20and%20Key%20Risks) The Group operates Hong Kong restaurants and licenses brands, facing risks in quality control, labor costs, and rental market volatility - The Group's core business is operating catering services in Hong Kong, including ramen restaurants and Chinese restaurants[12](index=12&type=chunk)[13](index=13&type=chunk) - Business also includes brand licensing to Macau franchisees and trademark usage rights to licensees for royalty fees[12](index=12&type=chunk) - Key operational risks include failure to maintain effective quality control systems, labor shortages or increased costs, and fluctuations in the commercial property rental market[18](index=18&type=chunk) [Financial Review](index=6&type=section&id=Financial%20Review) FY2025 revenue declined 19.3% to HKD 30.9 million, but cost controls narrowed the loss to HKD 6.1 million, despite a 104.7% increase in rent Financial Performance Summary | Financial Metric | FY2025 (thousand HKD) | FY2024 (thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 30,916 | 38,288 | -19.3% | | Loss for the year | (6,156) | (8,135) | Loss narrowed 24.3% | | Staff costs | (8,882) | (16,096) | -44.8% | | Rent and related expenses | (3,941) | (1,925) | +104.7% | | Other operating expenses | (9,399) | (11,197) | -16.1% | - Revenue decline primarily attributed to overall economic downturn, weakened consumer purchasing power, and reduced local customer base due to extensive outbound travel by local consumers[19](index=19&type=chunk) - Staff costs as a percentage of revenue decreased from **42.0% to 28.7%**, primarily due to strict cost control measures including staff reduction and benefit cuts[23](index=23&type=chunk) - Annual loss narrowed mainly due to decreased operating costs, partially offset by revenue decline[33](index=33&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=8&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2025, the Group faced liquidity pressure with HKD 6.8 million cash, a 0.9 current ratio, and net current liabilities, primarily funded by internal cash and rights issue proceeds Key Financial Position Indicators | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Bank balances and cash | 6.8 million HKD | 13.3 million HKD | | Total current assets | 12.6 million HKD | 20.9 million HKD | | Total current liabilities | 14.7 million HKD | 16.8 million HKD | | Current ratio | 0.9 times | 1.2 times | | Gearing ratio (bank borrowings) | 0% | 0% | - The Group faces multiple lawsuits and claims related to overdue rent, with corresponding liabilities recognized in other payables and provisions[38](index=38&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[40](index=40&type=chunk) [Use of Rights Issue Proceeds and Outlook](index=11&type=section&id=Use%20of%20Rights%20Issue%20Proceeds%20and%20Outlook) The Group fully utilized HKD 26.5 million rights issue proceeds for restaurant expansion and working capital, and plans new restaurant openings and business diversification despite industry challenges - As of March 31, 2025, the **HKD 26.5 million** net proceeds from the rights issue have been fully utilized as intended, with **HKD 17 million** for expanding the restaurant network and **HKD 9.5 million** for general working capital[50](index=50&type=chunk) - Future strategy involves expanding the restaurant network by seeking suitable locations in Hong Kong to open new restaurants offering diverse culinary styles[51](index=51&type=chunk) - Facing industry challenges, the Group will focus on cost control, enhancing service offerings, capitalizing on emerging consumption trends, and actively seeking other potential business opportunities to expand revenue streams[51](index=51&type=chunk)[52](index=52&type=chunk) [Directors and Governance](index=12&type=section&id=Directors%20and%20Governance) [Biographical Details of Directors](index=12&type=section&id=Biographical%20Details%20of%20Directors) This section outlines the professional backgrounds of the company's directors, including an Executive Director and three Independent Non-Executive Directors with diverse expertise - Executive Director Ms. Song Junyuan, 59, is responsible for formulating the Group's business strategies, with years of experience in import-export trade and corporate operations management[53](index=53&type=chunk) - Independent Non-Executive Directors include Ms. Li Mingrong (marketing strategy expert), Mr. Lu Sihao (accounting and finance expert, member of HKICPA), and Ms. Kanlaya Bunphor (catering service industry expert)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) [Report of the Directors](index=13&type=section&id=Report%20of%20the%20Directors) The Board Report covers the company's restaurant operations, dividend policy, key supplier concentration, major shareholder holdings, and compliance with public float requirements - The Company is an investment holding company, with its subsidiaries primarily engaged in restaurant operations in Hong Kong[59](index=59&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[67](index=67&type=chunk) - During the year, the largest supplier accounted for approximately **36%** of total procurement costs, with the top five suppliers collectively accounting for approximately **49%**[79](index=79&type=chunk) - As of March 31, 2025, the major shareholder, Jinshi No. 1 Limited Partnership Fund, held **10.99%** of the Company's equity[95](index=95&type=chunk) [Corporate Governance Report](index=22&type=section&id=Corporate%20Governance%20Report) The company maintains high corporate governance, complying with GEM Listing Rules, with an independent Board and established committees, ensuring effective risk management and internal controls - The Company has complied with the code provisions of the Corporate Governance Code and adopted a code of conduct for directors' securities transactions[110](index=110&type=chunk)[111](index=111&type=chunk) - The Board comprises four members, including one Executive Director and three Independent Non-Executive Directors, with Independent Non-Executive Directors accounting for over one-third, meeting GEM Listing Rules requirements[116](index=116&type=chunk) - The Company has established an Audit Committee, Remuneration Committee, and Nomination Committee, all chaired by Independent Non-Executive Directors[136](index=136&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - The Audit Committee has reviewed the annual results, internal control, and risk management systems, deeming them effective and adequate; the Company currently has no internal audit function but reviews its necessity annually[141](index=141&type=chunk)[154](index=154&type=chunk) [Independent Auditor's Report](index=35&type=section&id=Independent%20Auditor%27s%20Report) [Auditor's Opinion and Material Uncertainty Related to Going Concern](index=35&type=section&id=Auditor%27s%20Opinion%20and%20Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor issued an unmodified opinion but highlighted a material uncertainty regarding going concern due to a HKD 6.156 million loss and HKD 2.126 million net current liabilities - The auditor believes the consolidated financial statements truly and fairly reflect the Group's financial position and performance, complying with relevant accounting standards and disclosure requirements[164](index=164&type=chunk) - The report specifically highlights a **'material uncertainty related to going concern'**, noting that as of March 31, 2025, the Group recorded an annual loss of approximately **HKD 6.156 million** and net current liabilities of approximately **HKD 2.126 million**, which may cast significant doubt on its ability to continue as a going concern[166](index=166&type=chunk) [Key Audit Matters](index=36&type=section&id=Key%20Audit%20Matters) The auditor identified 'impairment of non-financial assets' as a key audit matter, involving significant judgment in testing property, equipment, and right-of-use assets due to restaurant losses - The key audit matter is **'impairment of non-financial assets'**, involving property and equipment (carrying amount approximately **HKD 12.76 million**) and right-of-use assets (carrying amount approximately **HKD 1.60 million**)[168](index=168&type=chunk) - Due to losses at certain restaurants and decreased market demand, management engaged an independent professional valuer to perform impairment tests; this matter is considered key due to significant judgment and estimates involved[168](index=168&type=chunk) - Based on the impairment test results, no impairment loss was recognized for property and equipment or right-of-use assets during the year[168](index=168&type=chunk) [Consolidated Financial Statements](index=40&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=40&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For FY2025, Group revenue decreased to HKD 30.916 million, but cost control narrowed the annual loss to HKD 6.156 million, with basic and diluted loss per share at HKD 3.15 cents Consolidated Profit or Loss and Other Comprehensive Income | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 30,916 | 38,288 | | Loss before tax | (6,156) | (8,135) | | Loss for the year | (6,156) | (8,126) | | Loss for the year attributable to owners of the Company | (6,073) | (8,133) | | Basic and diluted loss per share | (3.15) HK cents | (7.53) HK cents | [Consolidated Statement of Financial Position](index=41&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group reported total assets of HKD 16.405 million and net assets of HKD 14.003 million, shifting to HKD 2.126 million in net current liabilities Consolidated Financial Position | Item | March 31, 2025 (thousand HKD) | March 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Non-current assets | 16,405 | 16,251 | | Current assets | 12,617 | 20,859 | | Current liabilities | 14,743 | 16,757 | | **Net current (liabilities) / assets** | **(2,126)** | **4,102** | | Non-current liabilities | 276 | 192 | | **Net assets** | **14,003** | **20,161** | | Equity attributable to owners of the Company | 16,137 | 22,212 | [Consolidated Statement of Changes in Equity](index=42&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2025, equity attributable to owners decreased from HKD 22.212 million to HKD 16.137 million, primarily due to the HKD 6.073 million loss for the year - Equity attributable to owners of the Company decreased from **HKD 22.212 million** as of March 31, 2024, to **HKD 16.137 million** as of March 31, 2025[184](index=184&type=chunk) - The primary reasons for the decrease in equity were the loss for the year of **HKD 6.073 million** and other comprehensive expenses of **HKD 2,000**[184](index=184&type=chunk) [Consolidated Statement of Cash Flows](index=44&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group's net cash and cash equivalents decreased by HKD 6.451 million, with minor operating cash inflow, and outflows from investing and financing activities, ending with HKD 6.804 million Consolidated Cash Flows | Cash Flow Activities | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Net cash generated from / (used in) operating activities | 63 | (1,543) | | Net cash used in investing activities | (2,836) | (12,372) | | Net cash (used in) / generated from financing activities | (3,678) | 20,601 | | **Net (decrease) / increase in cash and cash equivalents** | **(6,451)** | **6,686** | | Cash and cash equivalents at end of period | 6,804 | 13,257 | [Notes to the Consolidated Financial Statements (Summary)](index=45&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements%20%28Summary%29) Notes provide detailed accounting policies and item explanations, emphasizing going concern uncertainty, revenue sources, impairment assessments, legal proceedings, and a post-reporting operational transfer - Note 2 re-emphasizes that the annual loss and net current liabilities constitute a **material uncertainty** that may cast significant doubt on the Group's ability to continue as a going concern; management has formulated countermeasures, including obtaining shareholder financial support and new loan financing[190](index=190&type=chunk)[191](index=191&type=chunk)[193](index=193&type=chunk) - Note 15 discloses that due to operating losses at certain restaurants, management performed impairment assessments on property and equipment and right-of-use assets, concluding that recoverable amounts exceeded carrying values, thus no impairment loss was recognized[281](index=281&type=chunk) - Note 24 states that the Company completed a rights issue in October 2023, raising net proceeds of approximately **HKD 26.5 million**[302](index=302&type=chunk) - Note 36 discloses a post-reporting period event: effective April 1, 2025, the operation of a Japanese ramen restaurant was granted to an independent third-party management company to enhance operational efficiency[331](index=331&type=chunk) [Financial Summary](index=93&type=section&id=Financial%20Summary) [Five-Year Financial Data Summary](index=93&type=section&id=Five-Year%20Financial%20Data%20Summary) This section summarizes the Group's five-year financial performance and position, showing continuous revenue decline, consecutive annual losses, and a decrease in total assets and equity in FY2025 Five-Year Financial Data Summary | Item (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 30,916 | 38,288 | 42,273 | 41,876 | 51,872 | | Loss for the year | (6,156) | (8,126) | (9,739) | (15,802) | (13,384) | | **Assets and Liabilities** | | | | | | | Total assets | 29,022 | 37,110 | 29,080 | 21,945 | 52,465 | | Total liabilities | 15,019 | 16,949 | 27,349 | 16,428 | 31,120 | | Total equity | 14,003 | 20,161 | 1,731 | 5,517 | 21,345 |

2025 環境、社會及 管治報告 ANNUAL REPORT 2025 年報 TASTY CONCEPTS HOLDINGS LIMITED 賞之味控股有限公司 1 賞之味控股有限公司 | 2025 環境、社會及管治報告 環境、社會及管治報告 關於本集團 賞之味控股有限公司（「我們」或「本公司」）及其附屬公司（統稱「本集團」）主要於香港經營餐廳，通過提供餐飲 服務產生收益。此外，本集團的收益亦來自：(i)向特許經營人授出自家品牌的特許經營權，以於中華人民共和國 澳門特別行政區經營拉麵餐廳，收取專利費及向特許經營人銷售食品及相關產品賺取收入；及(ii)向獲許可人授 出獨家許可，以就許可產品使用本集團的商標，根據產量收取許可費收入。作為食品生產商，我們致力提供優質 安全的食品，不斷滿足客戶的期望並遵守法律規定。 關於本報告 本環境、社會及管治（「ESG」）報告（「ESG報告」）探討一系列對本集團有重大影響的事項，概述我們的可持續發 展方針，並披露我們於2024年4月1日至2025年3月31日期間（「回顧年度」）的ESG表現。 本ESG報告中相關資料的編製與呈列乃根據香港聯合交易所有限公司（「聯交所」）GEM證券上 ...

[Financial Performance](index=2&type=section&id=Full%20Year%20Results) [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) For the year ended March 31, 2025, revenue decreased by 19.3% to HKD 30.916 million, while net loss narrowed from HKD 8.126 million to HKD 6.156 million due to reduced operating expenses, improving basic loss per share Summary of Consolidated Statement of Profit or Loss | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 30,916 | 38,288 | -19.3% | | Loss before tax | (6,156) | (8,135) | Loss narrowed by 24.3% | | Loss for the year | (6,156) | (8,126) | Loss narrowed by 24.2% | | Loss attributable to owners of the Company | (6,073) | (8,133) | Loss narrowed by 25.3% | | Basic and diluted loss per share (HK cents) | (3.15) | (7.53) | Loss narrowed | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets were HKD 29.022 million, with net assets decreasing by 30.5% to HKD 14.003 million, and a shift from net current assets to net current liabilities, indicating increased short-term solvency pressure Summary of Consolidated Statement of Financial Position | Indicator | March 31, 2025 (HKD thousands) | March 31, 2024 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Non-current assets | 16,405 | 16,251 | +1.0% | | Current assets | 12,617 | 20,859 | -39.5% | | Current liabilities | 14,743 | 16,757 | -12.0% | | Net current (liabilities)/assets | (2,126) | 4,102 | Shift from positive to negative | | Net assets | 14,003 | 20,161 | -30.5% | | Bank balances and cash | 6,804 | 13,257 | -48.7% | [Notes to the Financial Statements](index=4&type=section&id=Notes) [General Information and Basis of Presentation](index=4&type=section&id=2.%20Basis%20of%20Presentation) The Group primarily operates restaurants in Hong Kong, and despite a net loss and net current liabilities raising going concern doubts, the board deems the going concern basis appropriate due to shareholder support, new financing, and cost controls - The company is an investment holding company, with subsidiaries primarily engaged in restaurant operations in Hong Kong[7](index=7&type=chunk) - The financial statements indicate significant uncertainties that may cast substantial doubt on the Group's ability to continue as a going concern, primarily due to an annual loss of approximately **HKD 6.156 million** and net current liabilities of approximately **HKD 2.126 million**[10](index=10&type=chunk) - The Board believes the Group can continue as a going concern, relying on shareholders' commitment not to demand repayment of **HKD 7.27 million**, subsequent loan financing of **HKD 3 million**, and ongoing cost control measures[10](index=10&type=chunk) [Revenue and Segment Information](index=7&type=section&id=4.%20Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from Hong Kong restaurant operations, which saw a 16% year-on-year decline, alongside a significant reduction in Macau franchise income, with the Group managed and reported as a single operating segment due to its unitary business nature Revenue by Business Type | Business Type | 2025 (HKD thousands) | 2024 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Hong Kong restaurant operations | 29,363 | 34,941 | -16.0% | | Sales of food and related products | 785 | 2,246 | -65.0% | | Franchise royalty income | 768 | 1,091 | -29.6% | | **Total** | **30,916** | **38,288** | **-19.3%** | Revenue by Geographical Region | Region | 2025 (HKD thousands) | 2024 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Hong Kong Special Administrative Region | 29,363 | 34,984 | -16.1% | | Macau Special Administrative Region of China | 1,553 | 3,210 | -51.6% | | China (excluding Hong Kong and Macau) | – | 94 | -100.0% | | **Total** | **30,916** | **38,288** | **-19.3%** | [Legal Proceedings, Capital Commitments and Post-Reporting Period Events](index=13&type=section&id=13.%20Legal%20Proceedings) The Group faces a legal claim for unpaid rent of approximately HKD 1.867 million, for which adequate provision has been made, and post-reporting period, it granted operating rights of a Japanese ramen restaurant to a third party to enhance efficiency - The Group faces a legal claim for outstanding rent and related expenses, involving a principal amount of approximately **HKD 1.867 million** included in other payables, with a provision of approximately **HKD 0.235 million** made for surcharges and penalties[34](index=34&type=chunk) - Subsequent to the reporting period, effective April 1, 2025, the Group granted the operating rights of its Butao TKO restaurant to an independent third party, who will manage daily operations and receive **70%** of the restaurant's net profit as a management fee[36](index=36&type=chunk) - As of March 31, 2025, the Group had no capital commitments, compared to approximately **HKD 4.348 million** in renovation commitments under construction in the prior year[35](index=35&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=14&type=section&id=Financial%20Review) This year's revenue declined by 19.3% to HKD 30.9 million due to economic downturn and reduced local customer traffic from outbound travel, yet strict cost controls, particularly a 44.8% cut in staff costs, narrowed the net loss from HKD 8.1 million to HKD 6.1 million - Revenue decreased by **19.3%** to **HKD 30.9 million**, primarily due to the overall economic downturn, weakened consumer purchasing power, and a significant decline in restaurant transactions caused by local consumers traveling abroad[40](index=40&type=chunk) - Staff costs significantly decreased by **44.8%** from **HKD 16.1 million** to **HKD 8.9 million**, mainly attributable to stringent cost control measures including staff reductions and reduced employee benefits[44](index=44&type=chunk) - The net loss for the year narrowed from **HKD 8.1 million** to **HKD 6.1 million**, primarily due to reduced operating costs, which partially offset the impact of declining revenue[51](index=51&type=chunk) [Liquidity and Financial Resources](index=17&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20Capital%20Structure%20and%20Gearing%20Ratio) The Group's financial position is challenging, with bank balances and cash halved to HKD 6.8 million and the current ratio dropping from 1.2x to 0.9x, indicating increased short-term solvency pressure, while maintaining a 0% gearing ratio with no bank borrowings Key Financial Ratios | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Bank balances and cash | Approx. HKD 6.8 million | Approx. HKD 13.3 million | | Current ratio | Approx. 0.9x | Approx. 1.2x | | Gearing ratio | 0% | 0% | [Risk Management](index=18&type=section&id=Foreign%20Currency%20Risk) The Group faces Renminbi exchange rate fluctuation risk without current hedging policies and has contingent liabilities from rent arrears litigation, for which management deems provisions adequate - The Group's transactions are primarily denominated in Hong Kong Dollars and Renminbi, exposing it to Renminbi exchange rate fluctuation risk, with no current foreign currency hedging policy in place[54](index=54&type=chunk) - The Group is involved in litigation concerning outstanding rent and related expenses, constituting a contingent liability; management, based on legal advice, believes that **HKD 1.867 million** in payables and **HKD 0.235 million** in provisions for the claims are sufficient, requiring no additional payments[55](index=55&type=chunk) [Business Operations and Outlook](index=14&type=section&id=Outlook) Facing severe challenges in Hong Kong's catering industry, the Group plans to expand its restaurant network with new culinary styles to diversify revenue, while continuing to focus on cost control, operational efficiency, and exploring other business opportunities to enhance shareholder returns, with prior rights issue proceeds of HKD 26.5 million fully utilized for expansion and working capital - As of March 31, 2025, the net proceeds of approximately **HKD 26.5 million** raised from the 2024 fiscal year rights issue have been fully utilized for their intended purposes, including expanding the restaurant network and general working capital[64](index=64&type=chunk) - Future Outlook: Despite challenges in Hong Kong's catering industry such as economic weakness and high costs, the Group plans to open new restaurants offering diverse cuisines in Hong Kong and actively seek other business opportunities to expand revenue streams[65](index=65&type=chunk) [Other Disclosures](index=18&type=section&id=Corporate%20Governance%20Practices) [Dividends and Share Options](index=18&type=section&id=Dividends) The Board does not recommend a final dividend for the year ended March 31, 2025, and no share options were granted, exercised, lapsed, or cancelled during the year - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 (2024: nil)[57](index=57&type=chunk) - During the current year, no share options were granted, exercised, lapsed, or cancelled under the share option scheme[59](index=59&type=chunk) [Corporate Governance and Audit](index=21&type=section&id=Audit%20Committee) The company affirms compliance with corporate governance codes, and the Audit Committee has reviewed the annual consolidated financial statements, while the auditor, Evergreen (Hong Kong) CPA Limited, highlighted significant uncertainties regarding going concern in its report - The company has complied with the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[69](index=69&type=chunk) - The Audit Committee has reviewed the annual consolidated financial statements and is satisfied that they have been prepared in accordance with applicable accounting standards[75](index=75&type=chunk) - The auditor's report highlights "Material Uncertainty Related to Going Concern," noting that the Group's annual loss and net current liabilities may cast significant doubt on its ability to continue as a going concern, but without modifying the opinion[74](index=74&type=chunk)

Financial Performance - For the six months ended September 30, 2024, the company reported a loss attributable to owners of approximately HKD 3.5 million, a decrease of about 7.9% compared to the same period in 2023[5]. - The company recorded a net loss attributable to shareholders of HKD 3,456,000 for the six months ended September 30, 2024, compared to a loss of HKD 3,754,000 in the same period of 2023[45]. - Total revenue for the six months ended September 30, 2024, was HKD 12,496,000, a decrease of 46.8% from HKD 23,462,000 in the same period of 2023[36]. - The group's revenue decreased by approximately 46.7% from about HKD 23.5 million for the six months ended September 30, 2023, to about HKD 12.5 million for the six months ended September 30, 2024[99]. - Revenue from restaurant operations in Hong Kong was HKD 11.5 million for the six months ended September 30, 2024, down from HKD 21.6 million in the same period last year, representing a decline of approximately 46.7%[163]. Assets and Liabilities - As of September 30, 2024, the company recorded current liabilities net of approximately HKD 920,000, indicating significant uncertainty regarding the company's ability to continue as a going concern[15]. - The total assets less current liabilities amounted to HKD 17.6 million as of September 30, 2024, down from HKD 20.4 million as of March 31, 2024[7]. - The company’s total equity as of September 30, 2024, was HKD 16.57 million, a decrease from HKD 20.16 million as of March 31, 2024[8]. - The company’s cash and cash equivalents decreased to HKD 5.8 million as of September 30, 2024, from HKD 13.3 million as of March 31, 2024[7]. - The total trade and other receivables amounted to 9,445,000 HKD as of September 30, 2024, down from 11,835,000 HKD as of March 31, 2024, reflecting a decrease of 20.2%[68]. Operational Efficiency - The company plans to implement comprehensive policies to monitor cash flow and improve financial conditions through cost-cutting and capital expenditure reductions[16]. - Employee costs decreased to 4,654,000 HKD for the six months ended September 30, 2024, down 53.8% from 10,096,000 HKD in the same period of 2023[59]. - Other operating expenses reduced by approximately 1,000,000 HKD or 18.9%, from about 5.5 million HKD for the six months ended September 30, 2023, to about 4.5 million HKD for the same period in 2024[85]. - The group incurred a depreciation expense of 1,668,000 HKD for the six months ended September 30, 2024, compared to 3,591,000 HKD in the same period of 2023, indicating a significant reduction[59]. - The company aims to enhance operational efficiency and profitability by expanding its restaurant network in Hong Kong[87]. Future Plans and Strategies - The company will continue to focus on restaurant operations in Hong Kong as part of its core business strategy[12]. - The group plans to open new restaurants in the coming year to explore new revenue sources[87]. - The group will actively seek potential business opportunities or collaborations to expand revenue sources and improve shareholder returns[109]. - The company plans to continuously monitor market developments and enhance food quality and customer service[129]. Governance and Compliance - The company emphasizes good corporate governance practices to enhance shareholder value and ensure effective management and accountability[188]. - The audit committee consists of independent non-executive directors, ensuring oversight of financial reporting and internal controls[197]. - The company has complied with the corporate governance code as per GEM Listing Rules for the six months ended September 30, 2024[196]. - The company has adopted the GEM Listing Rules regarding the standards for regulated transactions, confirming compliance by all directors for the six months ended September 30, 2024[187]. Shareholder Information - The group did not declare any dividends for the six months ended September 30, 2024, consistent with the previous year[64]. - The company raised approximately HKD 26.5 million through a rights issue of 137,500,000 shares at a subscription price of HKD 0.2 per share[122]. - No major shareholders or other individuals were reported to have interests or short positions in the company's shares as of September 30, 2024[195].

Financial Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 12.5 million, a decrease of about 46.7% compared to the same period in 2023[12]. - The loss attributable to the owners of the company for the six months ended September 30, 2024, was approximately HKD 3.5 million, a decrease of about 7.9% compared to the same period in 2023[13]. - The total comprehensive loss for the period attributable to owners of the company was HKD 3.52 million, compared to HKD 3.72 million in the same period of 2023[16]. - The basic and diluted loss per share for the six months ended September 30, 2024, was HKD 1.80, compared to HKD 6.78 in the same period of 2023[16]. - The group reported a pre-tax loss of HKD 3.53 million for the six months ended September 30, 2024, compared to a loss of HKD 3.68 million in the same period of 2023[16]. - The net loss for the six months ended September 30, 2024, was HKD 3,754,000, compared to a loss of HKD 3,456,000 for the same period in the previous year[21]. - For the six months ended September 30, 2024, the group recorded a net loss of approximately HKD 3,525,000 and had current liabilities net of approximately HKD 920,000, indicating significant uncertainty regarding the group's ability to continue as a going concern[32]. Revenue Breakdown - Revenue for the six months ended September 30, 2024, was HKD 12,496,000, a decrease of 46.4% compared to HKD 23,462,000 for the same period in 2023[36]. - Revenue from restaurant operations in Hong Kong was HKD 11,516,000 for the six months ended September 30, 2024, down from HKD 21,585,000 in the prior year, representing a decline of 46.6%[39]. - The group’s revenue from franchise royalties was HKD 485,000 for the six months ended September 30, 2024, compared to HKD 591,000 in the previous year, reflecting a decrease of 18%[36]. Cost Management - The cost of goods sold for the six months ended September 30, 2024, was HKD 3.66 million, compared to HKD 6.39 million in the same period of 2023[16]. - Employee costs for the six months ended September 30, 2024, were HKD 4.65 million, down from HKD 10.1 million in the same period of 2023[16]. - Total employee costs for the six months ended September 30, 2024, amounted to HKD 4,654,000, down 53.83% from HKD 10,096,000 in the same period of 2023[45]. - The company incurred interest expenses on lease liabilities of HKD 104,000, significantly reduced from HKD 418,000 in the previous year, representing a decrease of 75.16%[43]. - Other operating expenses decreased by approximately HKD 1.0 million or 18.9%, from about HKD 5.5 million for the six months ended September 30, 2023, to about HKD 4.5 million for the same period in 2024[79]. Assets and Liabilities - As of September 30, 2024, total assets decreased to HKD 18,536,000 from HKD 20,859,000 as of March 31, 2024, representing a decline of approximately 11%[19]. - The company's cash and cash equivalents dropped significantly to HKD 5,808,000 from HKD 13,257,000, a decrease of about 56%[19]. - Current liabilities decreased to HKD 14,181,000 from HKD 16,757,000, reflecting a reduction of approximately 15%[19]. - The company's total equity decreased to HKD 16,570,000 from HKD 20,161,000, a decline of about 18%[21]. - The company’s total liabilities decreased to HKD 1,046,000 from HKD 192,000, indicating a significant increase in non-current liabilities[19]. - The total amount of trade and other receivables, deposits, and prepayments as of September 30, 2024, was HKD 9,445,000, down 20.19% from HKD 11,835,000 as of March 31, 2024[58]. Cash Flow and Financing - The operating cash flow for the six months ended September 30, 2024, was negative at HKD (4,773,000)[26]. - The cash flow from financing activities showed a net decrease of HKD (2,010,000) for the period[26]. - The group has utilized all net proceeds from the rights issue, amounting to approximately HKD 26.5 million, for capital expenditures on new restaurants and general working capital[97]. Dividends and Shareholder Information - The board of directors did not recommend the payment of any dividends for the six months ended September 30, 2024, consistent with the previous year[14]. - The company did not declare or propose any dividends for the six months ended September 30, 2024, consistent with the previous year[53]. - The major shareholder, Jinshi No. 1 Limited Partnership Fund, holds 21,155,000 shares, representing 10.99% of the company's equity[99]. Compliance and Governance - The company has established an audit committee to review financial information and internal controls, ensuring compliance with applicable accounting standards and regulations[106]. - The company has adopted the GEM Listing Rules regarding securities trading standards, and all directors confirmed compliance during the six months ending September 30, 2024[104]. - There were no competitive businesses or conflicts of interest reported by directors or major shareholders during the six months ending September 30, 2024[103].

Financial Performance - The group's revenue decreased by approximately 9.4% from about HKD 42.3 million for the year ended March 31, 2023, to about HKD 38.3 million for the year ended March 31, 2024, due to the closure of four restaurants[38]. - The total operating expenses for the year ended March 31, 2024, were approximately HKD 11.2 million, a decrease from HKD 13.9 million in 2023[13]. - Employee costs for the year ended March 31, 2024, were approximately HKD 16.1 million, down from HKD 21.9 million in 2023, reflecting a reduction in workforce from 114 employees to 42[25]. - Employee costs reduced by approximately 26.4% from about HKD 21.9 million for the year ended March 31, 2023, to about HKD 16.1 million for the year ended March 31, 2024, as a result of closing four restaurants[40]. - Employee costs accounted for approximately 51.7% of revenue for the year ended March 31, 2023, and decreased to about 42.0% for the year ended March 31, 2024[40]. - The group incurred a loss of approximately HKD 3.2 million due to the write-off of property and equipment as a result of restaurant closures during the year ended March 31, 2024[10]. - The group recognized a gain of approximately HKD 1.4 million from the early termination of two leases during the year ended March 31, 2024[10]. Assets and Liabilities - As of March 31, 2024, the group reported a bank balance and cash amount of approximately HKD 13.3 million, an increase of about HKD 6.7 million from HKD 6.6 million as of March 31, 2023[15]. - The total current assets and current liabilities as of March 31, 2024, were approximately HKD 20.9 million and HKD 16.8 million, respectively, resulting in a current ratio of approximately 1.2 times, up from 0.7 times in 2023[16]. - As of March 31, 2024, the carrying amounts of property and equipment, right-of-use assets, and prepayments for property and equipment were HKD 9,677,000, HKD 2,142,000, and HKD 2,866,000 respectively[188]. - No impairment losses were recognized for property and equipment, right-of-use assets, and prepayments for property and equipment for the year ended March 31, 2024[188]. Corporate Governance - The company emphasizes the importance of corporate governance for enhancing shareholder value and has adopted the corporate governance code[100]. - The company has established a remuneration committee to review compensation policies based on group performance and market practices[90]. - The company has committed to maintaining high standards of corporate governance to ensure transparency and accountability to all shareholders[99]. - The company’s board consists of experienced individuals, with at least half being independent non-executive directors, ensuring adequate checks and balances[161]. - The company has established three board committees: the Remuneration Committee, the Nomination Committee, and the Audit Committee, each with clear written terms of reference[163]. - The company has adopted a shareholder communication policy to ensure timely and equal access to comprehensive information for shareholders and potential investors[182]. Future Plans and Opportunities - The group plans to open new restaurants in 2024, aiming to expand its network and explore new revenue sources[28]. - The group is actively seeking potential business opportunities or collaborations to expand revenue sources and improve shareholder returns[29]. - The group aims to enhance operational efficiency and profitability by seizing every potential opportunity[28]. Legal and Compliance - The group is involved in multiple litigations related to overdue rent and other expenses, which may incur additional interest, fees, and penalties if delayed[48]. - The group recognized a provision of approximately HKD 44,000 for estimated additional fees and penalties related to ongoing litigation for the year ended March 31, 2024, compared to about HKD 15,000 in 2023[43]. - The company has no significant related party transactions that require disclosure under GEM listing rules[82]. Audit and Financial Reporting - The independent auditor confirmed the company's financial statements for the fiscal year ending March 31, 2024[97]. - The independent auditor's report concluded that the consolidated financial statements present a true and fair view of the group's financial position as of March 31, 2024[200]. - The audit committee has reviewed the internal control review report and considers the risk management and internal control systems effective and adequate[177]. - The audit procedures included discussions with management to identify indicators of impairment and evaluating the assumptions used in the impairment tests[188]. Diversity and Inclusion - As of March 31, 2024, the gender composition of employees, including senior management, is approximately 40% male and 60% female, indicating a commitment to gender diversity[131]. - The board consists of one male member (25% of the board) and three female members (75% of the board), reflecting a strong commitment to gender diversity[145]. - The company has adopted a diversity policy that considers various factors, including gender, age, cultural and educational background, industry experience, and professional skills when determining board composition[110]. Risk Management - The company has established risk management procedures, including risk identification, assessment, and mitigation strategies, which are reviewed at least annually[176]. - The company’s internal control systems are designed to provide reasonable assurance against material misstatements or losses[176].

Financial Performance - The company reported a loss of HKD 8,133,000 for the year ended March 31, 2024, compared to a loss of HKD 9,650,000 for the previous year, indicating a reduction in losses by approximately 15.7%[22]. - The group reported a pre-tax loss of HKD 16,096,000 for the year ended March 31, 2024, compared to HKD 21,860,000 for the previous year, indicating a reduction of approximately 26.5%[44]. - The group incurred a pre-tax loss of HKD 8.135 million, an improvement from a loss of HKD 9.778 million in the previous year, indicating a reduction in losses by about 16.8%[158]. - The total comprehensive expenses for the year amounted to HKD 8,070,000, a decrease from HKD 9,595,000 in the previous year, representing a reduction of approximately 15.9%[163]. - The loss attributable to the owners of the company was HKD 8,133,000, compared to a loss of HKD 9,650,000 in the prior year, indicating an improvement of about 15.7%[163]. Revenue and Income - Revenue from restaurant operations in Hong Kong was HKD 34,941,000, down from HKD 38,786,000 in the previous year, representing a decrease of about 10%[35]. - Revenue for the year ended March 31, 2024, was HKD 38,288,000, a decrease of approximately 9.4% from HKD 42,273,000 for the year ended March 31, 2023[39]. - Other income decreased significantly to HKD 230 thousand from HKD 1.755 million, reflecting a decline of approximately 87.9%[158]. - Other income decreased by approximately 86.9% from HKD 1.8 million to HKD 0.2 million, primarily due to the absence of government subsidies in the fiscal year 2024[64]. - The revenue for the year ended March 31, 2024, is derived from the fair value of services provided and goods sold, net of discounts[170]. Assets and Liabilities - The total assets of the company as of March 31, 2024, amounted to HKD 11,835,000, compared to HKD 8,073,000 in the previous year, indicating an increase of approximately 46%[22]. - As of March 31, 2024, total assets increased to HKD 20.353 million from HKD 9.779 million, representing a growth of approximately 108.1%[159]. - The group’s total liabilities decreased from HKD 6,903,000 in 2023 to HKD 6,448,000 in 2024, a reduction of approximately 6.6%[53]. - The company recorded lease liabilities of approximately HKD 2.8 million as of March 31, 2024, down from HKD 14.3 million in the previous year[90]. - Non-current assets as of March 31, 2024, amounted to HKD 14,685,000, an increase from HKD 13,823,000 as of March 31, 2023[39]. Employee Costs and Workforce - Employee costs reduced by approximately 26.4% from about HKD 21.9 million for the year ended March 31, 2023, to about HKD 16.1 million for the year ended March 31, 2024, representing about 42.0% of revenue compared to 51.7% in the previous year[86]. - The total employee cost for the year ending March 31, 2024, was approximately HKD 16.1 million, a decrease from HKD 21.9 million in 2023, reflecting a reduction in workforce from 114 to 42 employees[128]. - Employee costs decreased to HKD 16.096 million from HKD 21.860 million, reflecting a reduction of about 26.5%[158]. Operational Changes - The company closed four restaurants during the year ended March 31, 2024, due to lease expirations and changes in customer spending patterns[83]. - The group operated four ramen restaurants and one Hong Kong-style restaurant as of March 31, 2024[61]. - The group emphasized the importance of recruiting skilled personnel in a competitive labor market to maintain service quality and brand reputation[66]. Future Plans and Commitments - The company plans to expand its restaurant network with a budget of HKD 17 million, of which HKD 8.416 million has been utilized as of March 31, 2024[100]. - The group plans to open new restaurants in 2024, aiming to expand its network and explore new revenue sources[145]. - The company has capital commitments of approximately HKD 4.3 million for property and equipment as of March 31, 2024, compared to none in the previous year[98]. - The group will continue to review its business objectives and modify plans based on changing market conditions to pursue growth[144]. Dividends and Shareholder Returns - The company has no proposed dividends for the year ended March 31, 2024, consistent with the previous year[21]. - The board does not recommend the distribution of a final dividend for the year ended March 31, 2024[147]. - The company is actively seeking potential business opportunities or partnerships to expand revenue sources and enhance shareholder returns[131]. Financial Ratios and Performance Metrics - The current ratio improved to approximately 1.2 times as of March 31, 2024, compared to 0.7 times in 2023, indicating better liquidity[118]. - The basic and diluted loss per share was HKD 7.53, a significant decrease from HKD 17.92 in the previous year, reflecting a reduction of approximately 58.0%[163]. Market Conditions and Challenges - The restaurant business in Hong Kong continued to recover in 2024, supported by the revival of tourism and government measures, although changing consumer patterns may pose challenges[130]. - The group’s cash and cash equivalents were significantly impacted by the absence of government support programs in the fiscal year 2024[64].

Financial Performance - The group's revenue for the six months ended September 30, 2023, was approximately HKD 23.5 million, an increase of about 12.4% compared to the same period in 2022[8]. - The loss attributable to owners of the company for the six months ended September 30, 2023, was approximately HKD 3.8 million, a decrease of about 28.3% compared to the same period in 2022[8]. - The total comprehensive loss for the six months ended September 30, 2023, was HKD 3.6 million, down from HKD 5.3 million in the same period in 2022[9]. - The company reported a basic loss per share of HKD 6.83 for the six months ended September 30, 2023, compared to HKD 10.14 for the same period in 2022[9]. - The company recorded a loss attributable to owners of approximately HKD 3.8 million for the six months ended September 30, 2023, a decrease from approximately HKD 5.3 million for the same period in 2022[58]. - The company reported a pre-tax loss of HKD 3,754,000 for the six months ended September 30, 2023, compared to a loss of HKD 5,269,000 in the same period of 2022, representing a 29% improvement[36]. Revenue Breakdown - Revenue from restaurant operations in Hong Kong was HKD 21,581,000 for the six months ended September 30, 2023, up 9.1% from HKD 19,773,000 in the previous year[25]. - The group’s revenue from franchise sales of food and related products was HKD 1,286,000 for the six months ended September 30, 2023, an increase of 59.2% from HKD 806,000 in the previous year[25]. - Revenue increased by approximately 12.4% from about HKD 20.9 million for the six months ended September 30, 2022, to about HKD 23.5 million for the six months ended September 30, 2023[47]. Expenses and Costs - The cost of goods sold for the six months ended September 30, 2023, was HKD 6.4 million, compared to HKD 5.0 million for the same period in 2022[9]. - Employee costs for the six months ended September 30, 2023, were HKD 10.1 million, a slight decrease from HKD 10.4 million in the same period in 2022[9]. - Other expenses decreased by approximately 24.7% from about HKD 7.3 million to about HKD 5.5 million, mainly due to cost control measures implemented by the company[54]. - Depreciation expenses for property and equipment totaled HKD 3,591,000 for the six months ended September 30, 2023, compared to HKD 1,304,000 in 2022, reflecting a significant increase of approximately 176%[36]. - Inventory costs rose by approximately 28.0% from about HKD 5.0 million to about HKD 6.4 million, with cost of goods sold representing about 27.2% of total revenue for the six months ended September 30, 2023[48]. Assets and Liabilities - Total assets less current liabilities as of September 30, 2023, was HKD 5.2 million, down from HKD 9.8 million as of March 31, 2023[11]. - Current liabilities increased to HKD 22.1 million as of September 30, 2023, compared to HKD 19.3 million as of March 31, 2023[11]. - The company's equity attributable to owners decreased to HKD 69,000 as of September 30, 2023, from HKD 3.8 million as of March 31, 2023[11]. - The company faced a current liability exceeding current assets by approximately HKD 9.9 million as of September 30, 2023[19]. - Total liabilities exceeded total assets by approximately HKD 1.9 million as of September 30, 2023[19]. - Trade and other receivables totaled HKD 7,472,000 as of September 30, 2023, down from HKD 8,073,000 as of March 31, 2023, indicating a decrease of about 7.4%[39]. - Trade payables and accrued expenses amounted to HKD 1,303,000 as of September 30, 2023, compared to HKD 1,136,000 as of March 31, 2023, showing an increase of approximately 14.7%[40]. Cash Flow and Financing - The cash and cash equivalents decreased by HKD 979,000, from HKD 6,594,000 at the beginning of the period to HKD 5,650,000 at the end[14]. - The net cash generated from operating activities was HKD 1,532,000, a decrease from HKD 2,211,000 in the same period last year[14]. - The company incurred a net cash outflow from financing activities of HKD 2,341,000, compared to HKD 4,958,000 in the previous year[14]. - The company’s cash flow from investing activities showed a net outflow of HKD 170,000, an improvement from HKD 490,000 in the previous year[14]. - The group raised approximately HKD 27.5 million through a rights issue, issuing 137,500,000 shares at a subscription price of HKD 0.2 per share[22]. Corporate Governance - The company has established an audit committee to review financial data and internal control procedures, ensuring compliance with applicable accounting standards[86]. - The company emphasizes good corporate governance practices to enhance shareholder value and effective management[84]. - The board of directors confirmed compliance with the GEM listing rules regarding securities trading standards during the reporting period[83]. - The company deviated from the corporate governance code by having the same individual serve as both Chairman and CEO since February 1, 2022, which the board believes is in the company's best interest[84]. - The audit committee consists of independent non-executive directors, ensuring adequate checks and balances within the board[86]. Future Plans - The company plans to open new restaurants in 2024, expanding its restaurant network in Hong Kong to create new revenue streams[59]. - The company aims to enhance operational efficiency and profitability by seizing potential opportunities in the market[59]. - The company will actively seek potential business opportunities or partnerships to expand revenue sources and improve shareholder returns[61].