股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: F8企業(控股)集團有限公司 呈交日期: 2025年8月6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) | 08347 | 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 | | | 200,000,000 | HKD | | 0.1 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 200,000,000 | HKD | | 0.1 | HKD | | 20,000,000 | 本月底法定/註冊 ...

Group 1 - The core viewpoint of the news highlights the recent performance of F8 Enterprises, which saw a significant increase in its stock price by 20.19% on August 6, closing at HKD 0.125 per share, despite a cumulative decline of 5.45% over the past month [1][2] - F8 Enterprises has shown a year-to-date increase of 38.67%, outperforming the Hang Seng Index's growth of 24.14% [2] - Financial data indicates that for the fiscal year ending March 31, 2025, F8 Enterprises achieved total revenue of HKD 319 million, reflecting a year-on-year growth of 19.25%, while the net profit attributable to shareholders was a loss of HKD 761,300, but this represented a significant improvement of 90.46% year-on-year [2] Group 2 - Currently, there are no institutional investment ratings for F8 Enterprises, and its price-to-earnings (P/E) ratio stands at -17.34, ranking 30th in its industry [3] - The average P/E ratio for the oil and gas industry is -1.41, with a median of 1.72, indicating that F8 Enterprises is underperforming compared to its peers [3] - F8 Enterprises is a Hong Kong-listed company focused on the transportation and sale of diesel and related products, serving the construction industry with a well-established management team and a fleet of diesel tankers [3]

[Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) [Performance Overview and Outlook](index=6&type=section&id=Chairman's%20Statement) The Chairman's report highlights 19.2% revenue growth and a significant reduction in net loss to 0.8 million HKD for FY2025, driven by diesel sales and cost efficiencies, with an optimistic market outlook due to infrastructure investments Key Financial Performance | Indicator | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | Approx. 345.8 million HKD | Approx. 290.0 million HKD | +19.2% | | **Net Loss** | Approx. 0.8 million HKD | Approx. 8.6 million HKD | -90.7% | - Key drivers for the reduction in net loss include increased diesel sales and transportation business, reversal of expected credit loss provisions for financial assets, reduced other losses, and lower finance costs[19](index=19&type=chunk) - The company maintains an optimistic market outlook, primarily due to stable public infrastructure investments in Hong Kong, such as railway network expansion and the airport's third runway project, which are expected to drive diesel demand[24](index=24&type=chunk) - As of March 31, 2025, the Group operates 8 diesel tank trucks, 1 marine diesel barge, 1 vessel, and 1 tugboat to support its business operations[20](index=20&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Industry Review](index=8&type=section&id=BUSINESS%20REVIEW) The Group's core business involves selling and transporting diesel and related products in Hong Kong, primarily to construction companies, with diesel sales accounting for 98.5% of FY2025 revenue, maintaining an optimistic market outlook due to stable economic growth and infrastructure investments - The Group's primary business is the sale and transportation of diesel, marine diesel, and lubricants in Hong Kong, mainly serving construction companies that require diesel for their engineering machinery operations[28](index=28&type=chunk) Revenue Contribution by Product Category | Product Category | FY2025 Revenue Contribution | FY2024 Revenue Contribution | | :--- | :--- | :--- | | Diesel | 98.5% | 98.2% | | Marine Diesel | 1.0% | 1.3% | | Lubricants | 0.5% | 0.5% | - Stable public infrastructure investments in Hong Kong, including railway expansion and the airport's third runway project, provide an optimistic outlook for the diesel and marine diesel sales market[35](index=35&type=chunk) [Financial Review](index=10&type=section&id=FINANCIAL%20REVIEW) In FY2025, the Group's revenue grew 19.2% to 345.8 million HKD, with gross profit increasing to 17.4 million HKD and net loss significantly narrowing to 0.8 million HKD, driven by revenue growth, expected credit loss reversals, and reduced finance costs Key Financial Performance Summary | Financial Indicator | FY2025 (million HKD) | FY2024 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 345.8 | 290.0 | +19.2% | | **Cost of Sales** | 328.4 | 275.7 | +19.1% | | **Gross Profit** | 17.4 | 14.3 | +21.7% | | **Gross Profit Margin** | 5.0% | 4.9% | +0.1pp | | **Loss for the Year** | (0.8) | (8.6) | -90.7% | - Revenue growth is primarily attributed to increased demand and sales volume from construction and logistics clients[40](index=40&type=chunk) - Other income decreased from **5.5 million HKD** to **2.0 million HKD**, mainly due to reduced transportation service fees and diesel vehicle rental income[46](index=46&type=chunk) - The significant narrowing of net loss was primarily driven by increased diesel business sales and transportation, reversal of expected credit loss provisions for financial assets, reduced other losses, and lower finance costs[50](index=50&type=chunk) [Liquidity, Capital Resources and Risk Management](index=12&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) As of March 31, 2025, the Group maintained a sound financial position with net current assets of 46.7 million HKD and a liquidity ratio of 2.0, while total interest-bearing borrowings significantly decreased, leading to a reduced gearing ratio of 16.0% Liquidity and Capital Resources Summary | Indicator | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Net Current Assets** | 46.7 million HKD | 43.8 million HKD | | **Current Ratio** | 2.0 | 1.6 | | **Interest-bearing Borrowings** | 14.6 million HKD | 37.2 million HKD | | **Gearing Ratio** | 16.0% | 40.6% | - Operating primarily in Hong Kong, the Group's foreign exchange risk mainly stems from lubricant distribution transactions settled in RMB, with no hedging activities undertaken during the reporting period[63](index=63&type=chunk) - During the reporting period, the Group made no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures[67](index=67&type=chunk) - The Directors do not recommend the payment of any dividend for the year ended March 31, 2025[70](index=70&type=chunk) [Use of Unutilised Proceeds from the Listing and Business Strategy Execution](index=15&type=section&id=USE%20OF%20UNUTILISED%20PROCEEDS%20FROM%20THE%20LISTING) The Group disclosed the use of net proceeds from its 2017 listing, with 5.3 million HKD of the 45.1 million HKD net proceeds remaining unutilized as of March 31, 2025, primarily for diesel tank truck purchases and IT system upgrades, expected to be fully utilized by March 31, 2026 Utilization of Listing Proceeds | Purpose | Planned Use (million HKD) | Utilized (million HKD) | Unutilized (million HKD) | Expected Utilization Time | | :--- | :--- | :--- | :--- | :--- | | Purchase of Diesel Tank Trucks | 7.8 | 5.0 | 2.8 | Before March 31, 2026 | | Enhancement of IT and Systems | 3.6 | 1.1 | 2.5 | Before March 31, 2026 | | **Total** | **45.1** | **39.8** | **5.3** | | - Due to recent economic conditions in Hong Kong, the Directors believe it is not an opportune time for business expansion, thus some net listing proceeds were not fully utilized in FY2025 but are planned for use by March 31, 2026[89](index=89&type=chunk) - Regarding business strategy execution, marine fuel supply operations became fully operational in 2018, while some diesel tank truck purchases and staff recruitment plans are expected to be completed by March 2026[79](index=79&type=chunk)[81](index=81&type=chunk)[83](index=83&type=chunk) [Employees and Remuneration Policies](index=20&type=section&id=EMPLOYEES%20AND%20REMUNERATION%20POLICIES) As of March 31, 2025, the Group had 26 employees with total staff costs of approximately 12.1 million HKD, and its remuneration policy is designed to attract and retain talent based on qualifications, position, performance, and market levels Employee Statistics and Costs | Indicator | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Total Number of Employees** | 26 people | 28 people | | **Total Staff Costs** | Approx. 12.1 million HKD | Approx. 11.0 million HKD | - The Directors' remuneration policy aims to provide market-competitive compensation, reviewed annually based on factors such as comparable companies, company performance, and individual qualifications[93](index=93&type=chunk)[94](index=94&type=chunk) [Corporate Governance Report](index=21&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=21&type=section&id=CORPORATE%20GOVERNANCE%20PRACTICE) The Group is committed to high corporate governance standards, complying with GEM Listing Rules, maintaining an effective board with independent committees, providing continuous professional development for directors, and ensuring robust risk management and internal control systems - The company confirms compliance with all applicable code provisions of Appendix C1, Corporate Governance Code, under the GEM Listing Rules[107](index=107&type=chunk) - The Board of Directors comprises 3 executive directors and 3 independent non-executive directors, meeting listing rule requirements, with one independent non-executive director possessing professional accounting qualifications[116](index=116&type=chunk) - The Board has established Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors to ensure independence and effective oversight[151](index=151&type=chunk)[158](index=158&type=chunk)[168](index=168&type=chunk) - The Group engaged external independent professionals for an annual review of its internal control system, implementing remedial measures for identified deficiencies such as accounts receivable credit management and asset acquisition processes[231](index=231&type=chunk)[232](index=232&type=chunk)[234](index=234&type=chunk) - The company adopted a Board Diversity Policy, with approximately **17% female representation** on the Board as of March 31, 2025, and plans to maintain this level[188](index=188&type=chunk)[191](index=191&type=chunk) [Environmental, Social and Governance (ESG) Report](index=40&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Environmental Performance](index=49&type=section&id=A.%20ENVIRONMENTAL) The Group is committed to environmental protection, focusing on fleet emissions, achieving significant reductions in air pollutants and GHG emissions in FY2025, and setting targets for further reductions in intensity and waste density through energy-saving and paperless initiatives Environmental Emissions Summary | Emission Category | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Total Air Pollutant Emissions (kg)** | 4,102.74 | 5,811.51 | -29.40% | | **Total Greenhouse Gas Emissions (tonnes)** | 595.20 | 831.41 | -28.41% | - The Group has set emission reduction targets to decrease air pollutant emissions and annual greenhouse gas emission intensity per unit of output by **3%**[295](index=295&type=chunk) - In FY2025, the Group generated **628.00 kg** of non-hazardous waste, primarily waste paper, which increased year-on-year, with a target to reduce waste density per employee by **3%** in the coming year[300](index=300&type=chunk)[301](index=301&type=chunk) - The Group's business activities do not involve significant water consumption or hazardous waste generation, and there were no material non-compliances with environmental laws and regulations during the reporting period[297](index=297&type=chunk)[304](index=304&type=chunk)[312](index=312&type=chunk) [Social Responsibility](index=56&type=section&id=B.%20SOCIAL) The Group prioritizes employee well-being and social responsibility, ensuring equal employment opportunities, strict labor standards, a safe working environment with no work-related fatalities, providing training, maintaining strong supplier relationships, and implementing robust anti-corruption policies - As of March 31, 2025, the Group employed **26 staff members** and is committed to providing equal opportunities in recruitment, promotion, and remuneration benefits[333](index=333&type=chunk) - During the reporting period, the Group reported no serious work-related injuries or fatalities, with **0 lost days** due to work-related injuries[353](index=353&type=chunk) - The Group strictly prohibits child and forced labor and confirms compliance with relevant laws and regulations during the reporting period[366](index=366&type=chunk)[368](index=368&type=chunk) - The Group collaborates with **23 qualified petroleum suppliers**, including 4 major suppliers: Mobil, Caltex, Sinopec, and SHELL[370](index=370&type=chunk) - The Group has an anti-corruption policy and whistle-blowing mechanism, with no concluded legal cases concerning corruption against the Group or its employees during the reporting period[386](index=386&type=chunk)[387](index=387&type=chunk) [Report of the Board of Directors](index=76&type=section&id=Report%20of%20the%20Board%20of%20Directors) [Directors' and Controlling Shareholders' Interests](index=81&type=section&id=DIRECTORS'%20AND%20CONTROLLING%20SHAREHOLDERS'%20INTERESTS) This section details the interests of directors and major shareholders in the company's shares, confirming Mr. Fong Chun Man as the controlling shareholder with 50.1% through Grand Tycoon Limited, and compliance with non-competition undertakings Directors' and Controlling Shareholders' Interests | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | **Mr. Fong Chun Man** | Interest in controlled corporation | 68,897,616 (Long Position) | 50.1% | | **Ms. Lo Pui Yee** | Spouse's interest | 68,897,616 (Long Position) | 50.1% | | **Grand Tycoon Limited** | Beneficial owner | 68,897,616 (Long Position) | 50.1% | - The controlling shareholders (Mr. Fong Chun Man and Grand Tycoon Limited) confirmed compliance with all undertakings under the non-competition deed during the reporting period[462](index=462&type=chunk) - The company adopted a share option scheme in 2017, but as of March 31, 2025, no share options were granted, exercised, or remained outstanding[479](index=479&type=chunk)[480](index=480&type=chunk) [Major Customers and Suppliers](index=87&type=section&id=MAJOR%20CUSTOMERS%20AND%20SUPPLIERS) In FY2025, the Group experienced high customer and supplier concentration, with the largest customer accounting for 17.6% of total revenue and the largest supplier for 33.4% of total purchases, with no interests from directors or major shareholders in these entities Customer and Supplier Concentration | Concentration Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | **Revenue from Largest Customer** | 17.6% | 9.8% | | **Revenue from Top Five Customers** | 48.2% | 40.2% | | **Purchases from Largest Supplier** | 33.4% | 23.9% | | **Purchases from Top Five Suppliers** | 84.8% | 70.6% | [Independent Auditors' Report](index=96&type=section&id=INDEPENDENT%20AUDITORS'%20REPORT) [Audit Opinion and Key Audit Matters](index=96&type=section&id=INDEPENDENT%20AUDITORS'%20REPORT) Independent auditor UHY CPA Limited issued an unmodified opinion on the Group's FY2025 consolidated financial statements, with the key audit matter identified as 'Impairment Assessment of Trade Receivables' due to management's subjective judgment, which the auditor found sufficiently supported - The auditor concluded that the consolidated financial statements present a true and fair view of the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, issuing an unmodified opinion[573](index=573&type=chunk) - The key audit matter identified is 'Impairment Assessment of Trade Receivables', which amounted to approximately **77.76 million HKD** with an expected credit loss provision of approximately **16.03 million HKD** as of March 31, 2025, involving significant management judgment on factors like aging and customer creditworthiness[580](index=580&type=chunk)[581](index=581&type=chunk) - For the key audit matter, the auditor performed procedures including understanding key controls, sampling aging analysis, inquiring about overdue balances, and evaluating the Expected Credit Loss (ECL) provision methodology, concluding that management's judgments were supported by evidence[583](index=583&type=chunk)[585](index=585&type=chunk)[586](index=586&type=chunk) [Consolidated Financial Statements](index=105&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=105&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In FY2025, the Group's revenue reached 345.8 million HKD, with gross profit of 17.37 million HKD and a 5.0% gross profit margin, significantly narrowing the loss for the year to 0.825 million HKD from 8.648 million HKD in the prior year Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Item (thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Revenue** | 345,788 | 289,980 | | **Gross Profit** | 17,371 | 14,275 | | **Operating Profit/(Loss)** | 465 | (7,635) | | **Loss for the Year** | (825) | (8,648) | | **Total Comprehensive Loss** | (1,027) | (9,557) | | **Loss Per Share (HK cents)** | (0.60) | (6.29) | [Consolidated Statement of Financial Position](index=107&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were 137.16 million HKD, total liabilities 46.49 million HKD, and net assets 90.67 million HKD, with a notable decrease in trade receivables and a significant reduction in bank and other borrowings Consolidated Statement of Financial Position Summary | Item (thousand HKD) | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets** | 44,819 | 48,882 | | **Current Assets** | 92,337 | 114,941 | | **Total Assets** | **137,156** | **163,823** | | **Current Liabilities** | 45,642 | 71,101 | | **Non-current Liabilities** | 844 | 1,025 | | **Total Liabilities** | **46,486** | **72,126** | | **Net Assets** | **90,670** | **91,697** | | **Total Equity** | **90,670** | **91,697** | [Consolidated Statement of Cash Flows](index=110&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, the Group generated a net cash inflow of 21.78 million HKD from operating activities, a significant improvement from the prior year's outflow, while investment activities resulted in a 0.395 million HKD net outflow and financing activities a 24.23 million HKD net outflow Consolidated Statement of Cash Flows Summary | Item (thousand HKD) | FY2025 | FY2024 | | :--- | :--- | :--- | | **Net Cash From/(Used In) Operating Activities** | 21,778 | (7,608) | | **Net Cash (Used In)/From Investing Activities** | (395) | 49 | | **Net Cash Used In Financing Activities** | (24,228) | (10,546) | | **Net Decrease in Cash and Cash Equivalents** | (2,845) | (18,105) | | **Cash and Cash Equivalents at Beginning of Year** | 10,452 | 28,557 | | **Cash and Cash Equivalents at End of Year** | 7,607 | 10,452 | [Five-Year Financial Summary](index=205&type=section&id=Financial%20Summary) This five-year financial summary highlights the Group's key performance and financial position from FY2021 to FY2025, showing fluctuating revenue, a return to profitability in FY2021 followed by four years of losses (significantly narrowed in FY2025), and resilient net assets Five-Year Performance Summary | Performance (thousand HKD) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 357,753 | 357,471 | 429,940 | 289,980 | 345,788 | | **Profit/(Loss) for the Year** | 5,459 | (31,887) | (4,837) | (8,648) | (825) | Five-Year Assets and Liabilities Summary | Assets and Liabilities (thousand HKD) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | 214,622 | 181,133 | 184,668 | 163,823 | 137,156 | | **Total Liabilities** | 82,584 | 85,763 | 83,414 | 72,126 | 46,486 | | **Net Assets** | 132,038 | 95,370 | 101,254 | 91,697 | 90,670 |

[Company Information and Important Declarations](index=1&type=section&id=Company%20Information%20and%20Important%20Declarations) [Disclaimer and GEM Characteristics](index=1&type=section&id=Disclaimer%20and%20GEM%20Characteristics) HKEX and SEHK disclaim responsibility for this announcement's content, accuracy, or completeness, noting GEM's higher investment risks for SMEs - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content, accuracy, or completeness of this announcement, nor for any losses incurred from reliance on it[1](index=1&type=chunk) - GEM is positioned for small and medium-sized companies with higher investment risks compared to other companies listed on the Stock Exchange, and securities may be subject to higher market volatility and no guarantee of high liquidity[2](index=2&type=chunk) [Company Overview and Directors' Responsibilities](index=1&type=section&id=Company%20Overview%20and%20Directors'%20Responsibilities) F8 Enterprises (Holdings) Group Limited (8347) released its FY2025 annual results, with directors collectively and individually assuming full responsibility for the accurate and complete information - F8 Enterprises (Holdings) Group Limited (Stock Code: 8347) announced its annual results for the year ended March 31, 2025[2](index=2&type=chunk)[4](index=4&type=chunk) - The company's directors collectively and individually assume full responsibility for the information contained in this announcement, confirming it is accurate and complete in all material respects, without misleading or fraudulent content[3](index=3&type=chunk) [Financial Performance Overview](index=2&type=section&id=Financial%20Performance%20Overview) [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 FY2025, revenue increased to HK$345,788 thousand, gross profit to HK$17,371 thousand, and loss for the year significantly narrowed to HK$825 thousand, with basic and diluted loss per share at HK$0.60 cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 345,788 | 289,980 | 55,808 | 19.24% | | Cost of sales | (328,417) | (275,705) | (52,712) | 19.12% | | Gross profit | 17,371 | 14,275 | 3,096 | 21.69% | | Other income | 2,019 | 5,494 | (3,475) | -63.25% | | Other gains or losses | (2,592) | (5,267) | 2,675 | -50.79% | | Administrative expenses | (14,938) | (14,266) | (672) | 4.71% | | Other operating expenses | (4,014) | (5,250) | 1,236 | -23.54% | | Provision for expected credit losses on financial assets | 2,619 | (2,621) | 5,240 | -200.00% | | Operating profit/(loss) | 465 | (7,635) | 8,100 | -106.09% | | Finance costs | (1,590) | (2,147) | 557 | -25.94% | | Share of results of an associate | 119 | 921 | (802) | -87.08% | | Loss before tax | (1,006) | (8,861) | 7,855 | -88.65% | | Income tax credit | 181 | 213 | (32) | -15.02% | | Loss for the year | (825) | (8,648) | 7,823 | -90.46% | | Basic and diluted loss per share (HK cents) | (0.60) | (6.29) | 5.69 | -90.46% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total non-current assets were HK$44,819 thousand, net current assets HK$46,695 thousand, and total equity HK$90,670 thousand, reflecting improved liquidity due to reduced current liabilities Consolidated Statement of Financial Position | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | **Non-current assets** | | | | | | Property, plant and equipment | 9,482 | 11,002 | (1,520) | -13.82% | | Investment properties | 12,000 | 14,600 | (2,600) | -17.81% | | Interest in an associate | 17,748 | 17,831 | (83) | -0.47% | | Financial assets at fair value through profit or loss | 5,589 | 5,449 | 140 | 2.57% | | **Total non-current assets** | **44,819** | **48,882** | **(4,063)** | **-8.31%** | | **Current assets** | | | | | | Inventories | 2,893 | 1,260 | 1,633 | 129.60% | | Trade receivables | 61,734 | 84,211 | (22,477) | -26.69% | | Prepayments, deposits and other receivables | 2,512 | 1,217 | 1,295 | 106.41% | | Amount due from an associate | 11,435 | 11,679 | (244) | -2.09% | | Pledged bank deposits | 6,156 | 6,122 | 34 | 0.56% | | Cash and bank balances | 7,607 | 10,452 | (2,845) | -27.22% | | **Total current assets** | **92,337** | **114,941** | **(22,604)** | **-19.67%** | | **Current liabilities** | | | | | | Trade payables | 26,413 | 29,411 | (2,998) | -10.19% | | Accruals, other payables and deposits received | 4,677 | 4,500 | 177 | 3.93% | | Bank and other borrowings | 14,552 | 37,190 | (22,638) | -60.87% | | **Total current liabilities** | **45,642** | **71,101** | **(25,459)** | **-35.81%** | | **Net current assets** | **46,695** | **43,840** | **2,855** | **6.51%** | | **Net assets** | **90,670** | **91,697** | **(1,027)** | **-1.12%** | | **Total equity** | **90,670** | **91,697** | **(1,027)** | **-1.12%** | [Notes to the Audited Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Audited%20Consolidated%20Financial%20Statements) [General Information](index=4&type=section&id=General%20Information) F8 Enterprises (Holdings) Group Limited is incorporated in the Cayman Islands and listed on GEM. The company primarily sells and transports diesel fuel in Hong Kong, controlled by Macro Rich Limited - The company was incorporated in the Cayman Islands on March 30, 2018, and its shares are listed on GEM of the Stock Exchange of Hong Kong[7](index=7&type=chunk) - The company is an investment holding company, and its subsidiaries are principally engaged in the sale and transportation of diesel fuel and related products in Hong Kong[8](index=8&type=chunk) - The company's immediate and ultimate holding company is Macro Rich Limited, controlled by Mr. Fong Chun Man, a director of the company[7](index=7&type=chunk) [Application of Accounting Standards](index=4&type=section&id=Application%20of%20Accounting%20Standards) The Group adopted several revised HKFRSs this year, but these new standards had no material impact on its financial position or performance - The Group first applied several revised Hong Kong Financial Reporting Standards this year, including leases liabilities from sale and leaseback transactions and classification of liabilities as current or non-current[9](index=9&type=chunk) - The application of revised Hong Kong Financial Reporting Standards had no significant impact on the Group's financial position and performance and/or disclosures for the current and prior years[9](index=9&type=chunk) [Standards Effective](index=4&type=section&id=Standards%20Effective) Mandatory effective accounting standards this year include HKFRS 16 (Amendment) on lease liabilities, HKAS 1 (Amendment) on liability classification, and HKAS 7 & HKFRS 7 (Amendment) on supplier finance arrangements - Standards effective include HKFRS 16 (Amendment) Lease Liabilities in a Sale and Leaseback, HKAS 1 (Amendment) Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants, and HKAS 7 and HKFRS 7 (Amendment) Supplier Finance Arrangements[9](index=9&type=chunk) [Standards Not Yet Effective](index=5&type=section&id=Standards%20Not%20Yet%20Effective) The Group has not early adopted new and revised HKFRSs not yet effective, and these are not expected to significantly impact the consolidated financial statements in the foreseeable future - The Group has not early adopted several new and revised accounting standards issued but not yet effective, such as HKAS 21 (Amendment) Lack of Exchangeability and HKAS 28 (Amendment) Sale or Contribution of Assets between an Investor and its Associate or Joint Venture[10](index=10&type=chunk) - The Directors expect that the application of all new and revised Hong Kong Financial Reporting Standards will not have a significant impact on the consolidated financial statements in the foreseeable future[10](index=10&type=chunk) [Basis of Preparation of Financial Statements](index=5&type=section&id=Basis%20of%20Preparation%20of%20Financial%20Statements) The consolidated financial statements are prepared under HKFRSs issued by HKICPA, complying with GEM Listing Rules and Hong Kong Companies Ordinance disclosure requirements - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[11](index=11&type=chunk) - The financial statements include applicable disclosure requirements of the GEM Listing Rules of the Stock Exchange and the Hong Kong Companies Ordinance[11](index=11&type=chunk) [Revenue](index=6&type=section&id=Revenue) For FY2025, total revenue was HK$345,788 thousand, predominantly from diesel sales, with all revenue recognized at a point in time Revenue by Product Type | Product Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Diesel | 340,573 | 284,891 | 55,682 | 19.54% | | Marine diesel | 3,423 | 3,714 | (291) | -7.84% | | Lubricants | 1,792 | 1,375 | 417 | 30.33% | | **Total** | **345,788** | **289,980** | **55,808** | **19.24%** | - All revenue is recognized at a point in time[13](index=13&type=chunk) [Segment Information](index=6&type=section&id=Segment%20Information) Directors review the Group's financial performance holistically, thus presenting only entity-wide disclosures, major customers, and geographical information, with business primarily in Hong Kong - The Directors review the Group's financial performance on an overall basis, and no separate operating segment financial information is presented[14](index=14&type=chunk) - Only entity-wide disclosures, major customers, and geographical information are presented[14](index=14&type=chunk) [Geographical Information](index=6&type=section&id=Geographical%20Information) The Group's business and external customer revenue are entirely in Hong Kong, while non-current assets are primarily located in Hong Kong and China Geographical Information | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Revenue from external customers** | | | | Hong Kong | 345,788 | 289,980 | | **Non-current assets** | | | | Hong Kong | 21,482 | 25,602 | | China | 17,748 | 17,831 | | **Total** | **39,230** | **43,433** | [Major Customer Information](index=7&type=section&id=Major%20Customer%20Information) For FY2025, Customer A and Customer B each contributed over 10% of total revenue, with HK$60,696 thousand and HK$36,906 thousand respectively, all from Hong Kong diesel sales Major Customer Information | Customer | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Customer A | 60,696 | Not applicable | | Customer B | 36,906 | Not applicable | - Revenue from Customer A and Customer B is derived from the sale of diesel and related products in Hong Kong[17](index=17&type=chunk) [Other Income and Gains/Losses](index=8&type=section&id=Other%20Income%20and%20Gains%2FLosses) Other income decreased to HK$2,019 thousand due to lower transportation and rental fees, while net loss from other gains or losses narrowed to HK$2,592 thousand, mainly from reduced investment property fair value losses Other Income | Other Income Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Bank interest income | 39 | 54 | (15) | -27.78% | | Transportation service fees | 1,686 | 3,464 | (1,778) | -51.33% | | Rental income from diesel vehicles | 26 | 1,060 | (1,034) | -97.55% | | Rental income from investment properties | 86 | 444 | (358) | -80.63% | | Government grants | 141 | 219 | (78) | -35.62% | | Miscellaneous income | 41 | 253 | (212) | -83.79% | | **Total Other Income** | **2,019** | **5,494** | **(3,475)** | **-63.25%** | Other Gains or Losses | Other Gains or Losses Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Unrealized gain on financial assets at fair value through profit or loss | 140 | 152 | (12) | -7.89% | | Loss from fair value changes of investment properties | (2,600) | (4,800) | 2,200 | -45.83% | | Gain on disposal of property, plant and equipment | – | 5 | (5) | -100.00% | | Exchange loss | (132) | (624) | 492 | -78.85% | | **Total Other Gains or Losses** | **(2,592)** | **(5,267)** | **2,675** | **-50.79%** | [Finance Costs](index=8&type=section&id=Finance%20Costs) For FY2025, total finance costs decreased by 25.94% to HK$1,590 thousand, primarily due to reduced interest expenses on bank and other borrowings Finance Costs | Finance Cost Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest expense on bank borrowings | 1,061 | 1,123 | (62) | -5.52% | | Interest expense on other borrowings | 529 | 1,024 | (495) | -48.34% | | **Total** | **1,590** | **2,147** | **(557)** | **-25.94%** | [Loss Before Tax and Income Tax](index=9&type=section&id=Loss%20Before%20Tax%20and%20Income%20Tax) For FY2025, loss before tax significantly narrowed to HK$1,006 thousand, influenced by staff costs, cost of inventories sold, depreciation, and a reversal of expected credit loss allowance, with no Hong Kong profits tax provision due to lack of taxable profits Components of Loss Before Tax | Loss Before Tax Component | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Directors' remuneration | 3,582 | 3,307 | 275 | 8.32% | | Other staff costs | 8,535 | 7,686 | 849 | 11.05% | | Auditor's remuneration | 500 | 600 | (100) | -16.67% | | Cost of inventories sold | 320,512 | 265,315 | 55,197 | 20.80% | | Depreciation of property, plant and equipment | 1,920 | 2,165 | (245) | -11.32% | | Provision for expected credit losses on financial assets (reversal)/recognition | (2,619) | 2,621 | (5,240) | -200.00% | | Expenses relating to short-term leases | 1,771 | 3,806 | (2,035) | -53.47% | - For the years ended March 31, 2025 and 2024, no provision for Hong Kong profits tax was made as the Group had no taxable profits generated in Hong Kong or such taxable profits were fully offset by estimated tax losses brought forward[22](index=22&type=chunk) Income Tax Credit | Income Tax Credit | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Deferred tax | 181 | 213 | [Dividends and Loss Per Share](index=10&type=section&id=Dividends%20and%20Loss%20Per%20Share) For FY2025, no dividends were recommended, and basic and diluted loss per share significantly narrowed to HK$0.60 cents, reflecting a substantial reduction in the year's loss - For the year ended March 31, 2025, the Directors did not recommend the payment of any dividend (2024: nil)[23](index=23&type=chunk) Loss Per Share | Indicator | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the year attributable to owners of the company (HK$ thousand) | (825) | (8,648) | 7,823 | -90.46% | | Weighted average number of ordinary shares in issue (thousand shares) | 137,520 | 137,520 | 0 | 0.00% | | Basic and diluted loss per share (HK cents) | (0.60) | (6.29) | 5.69 | -90.46% | - As there were no potential ordinary shares in issue for both years, the diluted loss per share for both years is the same as the basic loss per share[24](index=24&type=chunk) [Trade Receivables](index=10&type=section&id=Trade%20Receivables) As of March 31, 2025, net trade receivables decreased to HK$61,734 thousand, with the Group maintaining strict control over outstanding balances and an average credit period of 3 to 150 days Trade Receivables | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 77,764 | 102,975 | (25,211) | -24.48% | | Less: Net allowance for expected credit losses | (16,030) | (18,764) | 2,734 | -14.57% | | **Net trade receivables** | **61,734** | **84,211** | **(22,477)** | **-26.69%** | - The Group's average credit period granted to customers is generally 3 to 150 days, and overdue balances are regularly reviewed[25](index=25&type=chunk) [Ageing Analysis](index=11&type=section&id=Ageing%20Analysis) As of March 31, 2025, trade receivables within 30 days were HK$16,059 thousand, while those over 150 days amounted to HK$32,429 thousand, indicating a portion of long-aged receivables Ageing Analysis of Trade Receivables | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 16,059 | 27,749 | | 31 to 60 days | 20,601 | 12,702 | | 61 to 90 days | 4,049 | 14,313 | | 91 to 120 days | – | 10,174 | | 121 to 150 days | 4,626 | 7,218 | | Over 150 days | 32,429 | 30,819 | | **Total** | **77,764** | **102,975** | [Assessment of Expected Credit Losses](index=11&type=section&id=Assessment%20of%20Expected%20Credit%20Losses) For FY2025, a reversal of HK$2,734 thousand was made for expected credit loss allowance on trade receivables, indicating an improved credit risk profile compared to the prior year's allowance - For the year ended March 31, 2025, a reversal of approximately **HK$2,734,000** was made for expected credit loss allowance on trade receivables (2024: allowance of HK$2,908,000 recognized)[26](index=26&type=chunk) [Trade Payables](index=11&type=section&id=Trade%20Payables) As of March 31, 2025, total trade payables decreased to HK$26,413 thousand, with suppliers granting an average credit period of up to 3 to 90 days Ageing Analysis of Trade Payables | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 8,550 | 11,389 | | 31 to 60 days | 8,308 | 6,604 | | 61 to 90 days | 315 | 3,286 | | Over 90 days | 9,240 | 8,132 | | **Total** | **26,413** | **29,411** | - The average credit period granted by suppliers is up to 3 to 90 days[27](index=27&type=chunk) [Events After Reporting Period](index=12&type=section&id=Events%20After%20Reporting%20Period) Post-reporting period, a subsidiary acquired machinery for HK$1,100 thousand to settle HK$1,200 thousand in receivables, waiving HK$100 thousand, and subsequently sold the machinery for the same price - On May 22, 2025, Great Wall (International) Petroleum Limited entered into a settlement agreement with a debtor to acquire machinery for **HK$1,100 thousand**, offsetting approximately **HK$1,200 thousand** in receivables and waiving the remaining **HK$100 thousand**[28](index=28&type=chunk) - Upon completion of the machinery acquisition, Great Wall immediately sold the machinery to a buyer for **HK$1,100 thousand**[29](index=29&type=chunk) [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=13&type=section&id=Business%20Review) The Group primarily sells and transports diesel and related products in Hong Kong to engineering clients, aiming to consolidate its market position and achieve sustainable growth through talent acquisition and market development - The Group is principally engaged in the sale and transportation of diesel and related products (including marine diesel and lubricants) in Hong Kong, with customers mainly being engineering companies[30](index=30&type=chunk) - The Group owns eight diesel tank trucks, one marine diesel barge, one vessel, and one tugboat[30](index=30&type=chunk) - The strategic objective is to consolidate its market position in the Hong Kong diesel and marine diesel industry, driving future sustainable growth through talent acquisition, business development, and market promotion strategies[30](index=30&type=chunk) [Industry Review and Future Prospects](index=13&type=section&id=Industry%20Review%20and%20Future%20Prospects) Hong Kong's economic growth in Q1 2025 boosted petroleum product sales, and the Group is optimistic about the diesel and marine diesel market, planning investments in talent and market expansion - Hong Kong's economy grew steadily in Q1 2025, with a significant increase in goods and services exports and moderate growth in investment expenditure, leading to higher average selling prices and sales volumes of petroleum products[33](index=33&type=chunk) - Looking ahead, the Group is optimistic about the Hong Kong diesel and marine diesel sales market, primarily benefiting from stable investments in public infrastructure projects (e.g., railway network expansion) and marine engineering projects (e.g., Hong Kong International Airport Three-runway System project)[34](index=34&type=chunk) - The Group plans to invest more resources in talent acquisition, strengthen business development and market promotion strategies for the diesel segment, and actively seek potential business opportunities to broaden revenue streams and enhance shareholder value[34](index=34&type=chunk) [Financial Review](index=14&type=section&id=Financial%20Review) Group revenue grew by 19.2% to HK$345.8 million, driven by increased demand, while loss for the year significantly narrowed to HK$0.8 million, improving the negative net margin - Group revenue increased by **19.2%** from **HK$290.0 million** in 2024 to **HK$345.8 million** in 2025[35](index=35&type=chunk) - Loss for the year significantly decreased from **HK$8.6 million** in 2024 to **HK$0.8 million** in 2025, with negative net margin improving from approximately **3.0%** to approximately **0.2%**[42](index=42&type=chunk) - The reduction in loss was primarily due to increased diesel business sales and transportation, reversal of expected credit loss allowance on financial assets, reduced other losses, and lower finance costs[42](index=42&type=chunk) [Revenue](index=14&type=section&id=Revenue) Group revenue increased by 19.2% to HK$345.8 million, primarily from diesel sales, driven by increased demand and sales volume from construction and logistics customers Revenue by Source | Revenue Source | 2025 (HK$ million) | Share | 2024 (HK$ million) | Share | | :--- | :--- | :--- | :--- | :--- | | Diesel | 340.6 | 98.5% | 284.9 | 98.2% | | Marine diesel | 3.4 | 1.0% | 3.7 | 1.3% | | Lubricants | 1.8 | 0.5% | 1.4 | 0.5% | | **Total** | **345.8** | **100%** | **290.0** | **100%** | - The increase in revenue was primarily attributable to increased demand and sales volume from construction and logistics customers[36](index=36&type=chunk) [Cost of Sales](index=14&type=section&id=Cost%20of%20Sales) Cost of sales, mainly procurement costs for diesel, marine diesel, and lubricants, increased by 19.1% to HK$328.4 million, consistent with revenue growth - Cost of sales primarily includes procurement costs for diesel, marine diesel, and lubricants, direct labor costs, and depreciation, with procurement costs depending on local purchase prices and referencing Brent crude oil spot prices[37](index=37&type=chunk) - Cost of sales was approximately **HK$328.4 million**, an increase of approximately **19.1%** from the prior year, consistent with the increase in revenue[37](index=37&type=chunk) [Gross Profit and Gross Margin](index=15&type=section&id=Gross%20Profit%20and%20Gross%20Margin) Group gross profit increased from HK$14.3 million in 2024 to HK$17.4 million in 2025, with gross margin remaining stable between 4.9% and 5.0% Gross Profit and Gross Margin | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Gross profit | 17.4 | 14.3 | 3.1 | 21.68% | | Gross margin | 5.0% | 4.9% | 0.1% | 2.04% | [Other Income and Other Gains or Losses](index=15&type=section&id=Other%20Income%20and%20Other%20Gains%20or%20Losses) Other income decreased to HK$2.0 million due to lower service and rental fees, while net loss from other gains or losses narrowed to HK$2.6 million, mainly from reduced investment property fair value losses - Other income decreased to **HK$2.0 million**, primarily due to reduced transportation service fee income and diesel vehicle rental income[39](index=39&type=chunk) - Net loss from other gains or losses decreased to **HK$2.6 million**, primarily due to a reduced loss from fair value changes of investment properties[39](index=39&type=chunk) [Administrative Expenses](index=15&type=section&id=Administrative%20Expenses) Administrative expenses remained stable at approximately HK$14.9 million for FY2025, a slight increase from the prior year Administrative Expenses | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Administrative expenses | 14.9 | 14.3 | 0.6 | 4.20% | [Other Operating Expenses](index=15&type=section&id=Other%20Operating%20Expenses) Other operating expenses decreased from HK$5.3 million to HK$4.0 million, primarily due to reduced operating costs for vehicles and marine barges Other Operating Expenses | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Other operating expenses | 4.0 | 5.3 | (1.3) | -24.53% | - The decrease in other operating expenses was primarily due to reduced operating expenses for vehicles and marine barges[41](index=41&type=chunk) [Loss for the Year](index=15&type=section&id=Loss%20for%20the%20Year) Group loss for the year significantly narrowed to HK$0.8 million, improving the negative net margin to 0.2%, driven by increased sales, credit loss reversal, reduced other losses, and lower finance costs Loss for the Year and Net Margin | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the year | 0.8 | 8.6 | (7.8) | -90.70% | | Negative net margin | 0.2% | 3.0% | (2.8%) | -93.33% | - The reduction in net loss and negative net margin was primarily due to increased diesel business sales and transportation, reversal of expected credit loss allowance on financial assets, reduced other losses, and lower finance costs[42](index=42&type=chunk) [Liquidity and Capital Resources](index=16&type=section&id=Liquidity%20and%20Capital%20Resources) The Group funds operations via cash and borrowings, showing improved net current assets and current ratio, and a significantly reduced gearing ratio, indicating a robust financial position with a stable capital structure - The Group funds its operations through cash generated from operating activities and interest-bearing bank borrowings[43](index=43&type=chunk) - As of March 31, 2025, net current assets were approximately **HK$46.7 million** (2024: HK$43.8 million), and the current ratio improved to approximately **2.0 times** (2024: 1.6 times)[43](index=43&type=chunk) - As of March 31, 2025, the gearing ratio was approximately **16.0%** (2024: 40.6%), a significant decrease[44](index=44&type=chunk) [Financial Resources and Liquidity](index=16&type=section&id=Financial%20Resources%20and%20Liquidity) As of March 31, 2025, current assets were HK$92.3 million, current liabilities HK$45.6 million, net current assets increased to HK$46.7 million, and the current ratio improved to 2.0 times Financial Resources and Liquidity | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current assets | 92.3 | 114.9 | (22.6) | -19.67% | | Current liabilities | 45.6 | 71.1 | (25.5) | -35.86% | | Net current assets | 46.7 | 43.8 | 2.9 | 6.62% | | Current ratio | 2.0 times | 1.6 times | 0.4 times | 25.00% | [Gearing Ratio](index=16&type=section&id=Gearing%20Ratio) As of March 31, 2025, interest-bearing borrowings significantly decreased to HK$14.6 million, reducing the gearing ratio to 16.0%, with borrowings secured by various assets and a personal guarantee Gearing Ratio and Borrowings | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest-bearing borrowings | 14.6 | 37.2 | (22.6) | -60.75% | | Unutilized revolving loan facilities | 28.5 | 17.8 | 10.7 | 60.11% | | Gearing ratio | 16.0% | 40.6% | (24.6%) | -60.59% | - Borrowings bear interest at annual rates ranging from **3.0% to 6.75%** and are secured by company guarantees, time deposits, investment properties, and Mr. Fong Chun Man's personal guarantee[44](index=44&type=chunk) [Capital Structure](index=16&type=section&id=Capital%20Structure) For FY2025, the Group's capital structure primarily comprised equity attributable to owners of the company of approximately HK$90.7 million, with no significant changes in share capital Equity Attributable to Owners | Indicator | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the company | 90.7 | 91.7 | (1.0) | -1.09% | - The Group's share capital consists solely of ordinary shares, and there have been no significant changes in the share capital structure[45](index=45&type=chunk)[46](index=46&type=chunk) [Foreign Exchange Risk and Treasury Policy](index=17&type=section&id=Foreign%20Exchange%20Risk%20and%20Treasury%20Policy) The Group manages foreign exchange risk from RMB-settled lubricant transactions without hedging, adopting a prudent financial approach with continuous credit assessment and liquidity monitoring - The Group faces foreign exchange risk arising from lubricant distribution transactions settled in RMB but is not involved in any derivative agreements or hedging financial instruments[47](index=47&type=chunk) - The Group adopts a prudent financial management approach, mitigating credit risk through continuous credit assessment and closely monitoring its liquidity position to manage liquidity risk[48](index=48&type=chunk) [Material Investments, Acquisitions and Disposals](index=17&type=section&id=Material%20Investments%2C%20Acquisitions%20and%20Disposals) For FY2025, the Group held no other material investments and conducted no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the year ended March 31, 2025, the Group held no other material investments, nor were there any material acquisitions or disposals of subsidiaries, associates, or joint ventures[49](index=49&type=chunk) [Pledged Assets](index=17&type=section&id=Pledged%20Assets) As of March 31, 2025, the Group had pledged bank deposits, investment properties, life insurance policies, and diesel barges as collateral for bank financing Pledged Assets | Pledged Asset | 2025 (HK$ million) | 2024 (HK$ million) | Change (HK$ million) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Pledged bank deposits | 6.2 | 6.1 | 0.1 | 1.64% | | Investment properties | 12.0 | 14.6 | (2.6) | -17.81% | | Life insurance policies | 4.7 | 4.6 | 0.1 | 2.17% | | Diesel barges | 9.0 | 10.8 | (1.8) | -16.67% | | Motor vehicles | 0.0 | 0.2 | (0.2) | -100.00% | - The above assets have been pledged as collateral for the Group's bank financing[50](index=50&type=chunk) [Employees and Remuneration Policy](index=18&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had 26 employees (including directors), with total staff costs increasing to HK$12.1 million, and remuneration based on qualifications, position, seniority, and annual review Employees and Staff Costs | Indicator | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Number of employees (including directors) | 26 | 28 | (2) | -7.14% | | Total staff costs (HK$ million) | 12.1 | 11.0 | 1.1 | 10.00% | - Remuneration packages include salaries, bonuses, and other cash allowances, determined based on each employee's qualifications, position, and seniority, with an annual review system[51](index=51&type=chunk) [Environmental Policy and Performance](index=18&type=section&id=Environmental%20Policy%20and%20Performance) The Group operates under Hong Kong environmental regulations, implementing measures to minimize impact and ensure compliance, with no environmental violations reported during the period - The Group's operations are regulated by Hong Kong environmental laws and regulations, including the Air Pollution Control Ordinance and Water Pollution Control Ordinance[52](index=52&type=chunk) - The Group has implemented various environmental measures to minimize the impact of its operations on the environment and natural resources, and continuously monitors its operations to ensure compliance with all applicable laws and regulations[52](index=52&type=chunk) - As of the date of this announcement, the Group has not been subject to any prosecutions, fines, or penalties for violating any environmental laws or regulations[53](index=53&type=chunk) [Events After Reporting Period (Management Discussion and Analysis)](index=18&type=section&id=Events%20After%20Reporting%20Period%20(Management%20Discussion%20and%20Analysis)) Beyond the disclosed settlement agreement and machinery sale, the Board is unaware of any other material post-reporting period events requiring disclosure - Save as disclosed in this announcement, the Board is not aware of any other material events that have occurred and require disclosure[54](index=54&type=chunk) [Corporate Governance and Other Information](index=19&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Directors' Interests in Competing Businesses](index=19&type=section&id=Directors'%20Interests%20in%20Competing%20Businesses) No directors, controlling shareholders, or their close associates had competing interests or conflicts with the Group's business, and independent non-executive directors confirmed proper internal control implementation - No directors, controlling shareholders, or their close associates had any businesses or interests that directly or indirectly competed with the Group's business, nor any other conflicts of interest[55](index=55&type=chunk) - Independent non-executive directors confirmed that internal control measures regarding the management of actual or potential conflicts of interest of the Group have been properly implemented[55](index=55&type=chunk) [Sufficient Public Float](index=19&type=section&id=Sufficient%20Public%20Float) As of the announcement date, the company has maintained a sufficient public float as required by the GEM Listing Rules - As of the date of this announcement, the company has maintained a sufficient public float as required by the GEM Listing Rules[56](index=56&type=chunk) [Audit Committee](index=19&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, provides independent oversight on internal controls, risk management, financial statements, and auditor relations, having reviewed the FY2025 financial statements and recommended auditor re-appointment - The Audit Committee comprises three independent non-executive directors: Mr. Cui Zhiren (Chairman), Dr. Lu Zhicong, and Mr. Wang Anyuan[57](index=57&type=chunk) - The committee's primary responsibilities include providing independent opinions to the Board on the effectiveness of internal control and risk management systems, the integrity of financial statements, and the relationship and independence assessment of external auditors[58](index=58&type=chunk) - The Audit Committee has reviewed the Group's consolidated financial statements for the year ended March 31, 2025, and recommended the re-appointment of National Alliance CPA Limited as auditor[58](index=58&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=20&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For FY2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the year ended March 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[59](index=59&type=chunk) [Directors' Securities Transactions](index=20&type=section&id=Directors'%20Securities%20Transactions) The company adopted a code of conduct for directors' securities transactions, confirming all directors complied with it and GEM Listing Rules' standards as of the announcement date - The company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standards of dealing set out in the GEM Listing Rules[60](index=60&type=chunk) - The company confirms that all directors have complied with the relevant required standards of dealing and the code of conduct as of the date of this announcement[60](index=60&type=chunk) [Share Option Scheme](index=20&type=section&id=Share%20Option%20Scheme) The company conditionally adopted a share option scheme on March 23, 2017, but no options have been granted, exercised, cancelled, lapsed, or remain outstanding since its adoption - The company conditionally adopted a share option scheme on March 23, 2017, to grant share options to eligible participants to subscribe for shares[61](index=61&type=chunk) - From the adoption date up to March 31, 2025, no share options have been granted, exercised, cancelled, or lapsed, nor are any outstanding[61](index=61&type=chunk) [Corporate Governance Practices](index=20&type=section&id=Corporate%20Governance%20Practices) The Board is committed to high corporate governance standards and robust practices, ensuring effective accountability and compliance with all applicable code provisions of the Corporate Governance Code - The Board is committed to establishing and maintaining high standards of corporate governance and has adopted robust corporate governance practices to ensure effective accountability[62](index=62&type=chunk) - The company has complied with all applicable code provisions of the Corporate Governance Code[63](index=63&type=chunk) [Annual General Meeting](index=21&type=section&id=Annual%20General%20Meeting) The company will hold its Annual General Meeting on Monday, August 11, 2025, with the notice to be dispatched to shareholders in accordance with relevant regulations - The company will hold its Annual General Meeting on **Monday, August 11, 2025**[64](index=64&type=chunk) - The notice of the meeting will be dispatched to shareholders in accordance with the company's articles of association, GEM Listing Rules, and other applicable laws and regulations[64](index=64&type=chunk) [Communication with Shareholders](index=21&type=section&id=Communication%20with%20Shareholders) The company's shareholder communication policy ensures fair and timely information access, encourages active participation, maintains continuous dialogue through general meetings, and mandates poll voting for all resolutions - The company has adopted a shareholder communication policy to ensure shareholders have fair and timely access to information about the company, enabling them to exercise their rights and actively participate in company affairs[65](index=65&type=chunk) - The company is committed to maintaining continuous communication with shareholders, particularly through Annual General Meetings or other general meetings, and encourages their participation[65](index=65&type=chunk) - All resolutions proposed at general meetings will be voted by poll, and the poll results will be published on the company's and the Stock Exchange's websites in due course[65](index=65&type=chunk) [Board Information and Disclaimer](index=21&type=section&id=Board%20Information%20and%20Disclaimer) This announcement, signed by Chairman Fong Chun Man on June 27, 2025, lists the directors, who collectively and individually assume full responsibility for the accuracy and completeness of the information - This announcement was signed by Mr. Fong Chun Man, Chairman and Executive Director of the Board, on **June 27, 2025**[67](index=67&type=chunk) - The company's executive directors are Mr. Fong Chun Man, Ms. Lau Pui Yee, and Mr. Chan Chi Fai, and independent non-executive directors are Mr. Cui Zhiren, Dr. Lu Zhicong, and Mr. Wang Anyuan[68](index=68&type=chunk) - The directors collectively and individually assume full responsibility for the information contained in this announcement, confirming it is accurate and complete in all material respects, without misleading or fraudulent content[69](index=69&type=chunk)

Company Overview - F8 Enterprises (08347.HK) is listed on the Hong Kong Stock Exchange and focuses on the transportation and sales of diesel and related products in Hong Kong and mainland China [3] - The company provides industrial diesel for construction projects and marine diesel for ships, along with lubricants for engineering machinery and vehicles [3] - F8 Enterprises has a well-equipped fleet of diesel tankers and maintains strong long-term relationships with major customers and suppliers, positioning itself as a leading integrated diesel supplier in Hong Kong's engineering sector [3] Financial Performance - As of September 30, 2024, F8 Enterprises reported total revenue of 166 million HKD, representing a year-on-year growth of 36.26% [2] - The net profit attributable to shareholders was 1.71 million HKD, showing a significant increase of 178.48% year-on-year [2] - The company's gross margin stands at 5.42%, with a debt-to-asset ratio of 42.13% [2] Stock Performance - Over the past month, F8 Enterprises has seen a cumulative increase of 7.78%, and a year-to-date increase of 29.33%, outperforming the Hang Seng Index by 16.38% [2] - The stock closed at 0.106 HKD per share on May 19, with a trading volume of 56,000 shares and a turnover of 6,104 HKD, reflecting a price fluctuation of 3.09% [1] Industry Valuation - The average price-to-earnings (P/E) ratio for the oil and gas industry is -6.51 times, with a median of 4.1 times [3] - F8 Enterprises has a P/E ratio of -3.08 times, ranking 38th in the industry [3] - Comparatively, other companies in the sector have P/E ratios ranging from 0.84 times to 5.16 times [3]

Group 1 - The core viewpoint of the news highlights the recent performance of F8 Enterprises, which saw a stock price increase of 7.14% despite a cumulative decline of 25% over the past month [1] - As of September 30, 2024, F8 Enterprises reported total revenue of 166 million HKD, a year-on-year increase of 36.26%, and a net profit attributable to shareholders of 1.71 million HKD, reflecting a significant growth of 178.48% [1] - The company's gross margin stands at 5.42%, with a debt-to-asset ratio of 42.13%, indicating a moderate level of financial leverage [1] Group 2 - Currently, there are no institutional investment ratings for F8 Enterprises, and its price-to-earnings (P/E) ratio is -2.66, ranking 40th in the industry [2] - The average P/E ratio for the oil and gas industry is -9.25, with a median of 2.35, suggesting that F8 Enterprises is underperforming compared to its peers [2] - F8 Enterprises is a Hong Kong-listed company focused on the transportation and sales of diesel and related products, serving the construction and marine sectors, and is recognized as a leading supplier in the region [2]

Revenue and Profit Performance - Revenue for the six months ended 30 September 2024 was HK$183.9 million, an increase of HK$48.9 million or 36.2% compared to the same period in 2023[31] - Net profit for the six months ended 30 September 2024 was HK$1.9 million, compared to a net loss of HK$2.4 million in the same period in 2023[31] - Revenue for the six months ended 30 September 2024 increased by 36.2% to HK$183.9 million, compared to HK$134.9 million in the same period in 2023[33][36] - Net profit for the six months ended 30 September 2024 was HK$1.9 million, a significant improvement from a net loss of HK$2.4 million in the same period in 2023[33][36] - Gross profit for the six months ended 30 September 2024 was HK$9.975 million, up from HK$7.731 million in the same period in 2023[36] - Profit from operations for the six months ended 30 September 2024 was HK$2.559 million, compared to a loss of HK$2.190 million in the same period in 2023[36] - Total comprehensive income for the six months ended 30 September 2024 was HK$1.896 million, compared to a loss of HK$2.416 million in the same period in 2023[36] - Basic and diluted earnings per share for the six months ended 30 September 2024 were HK$0.0138, compared to a loss per share of HK$0.0176 in the same period in 2023[36] - Revenue from diesel oil and related products sales in Hong Kong reached HK$183.928 million for the six months ended 30 September 2024, compared to HK$134.981 million in the same period in 2023[61][68] - The Group's total revenue from external customers in Hong Kong was HK$183.928 million for the six months ended 30 September 2024, up from HK$134.981 million in the same period in 2023[68] Expenses and Costs - The profit increase was mainly due to higher diesel oil sales, increased other gains, and decreased operating expenses[32] - Administrative expenses decreased to HK$7.623 million for the six months ended 30 September 2024, compared to HK$7.296 million in the same period in 2023[36] - Other operating expenses decreased to HK$2.821 million for the six months ended 30 September 2024, compared to HK$5.009 million in the same period in 2023[36] - Cost of inventories recognized as expenses was HK$170.520 million for the six months ended 30 September 2024, compared to HK$123.148 million in the same period in 2023[82] - Salaries and other benefits for staff increased to HK$3.817 million for the six months ended 30 September 2024, up from HK$3.288 million in the same period in 2023[82] - Directors' emoluments for the six months ended 30 September 2024 were HK$1.645 million, compared to HK$1.514 million in the same period in 2023[82] Cash Flow and Financial Position - Net cash generated from operating activities for the six months ended 30 September 2024 was HK$19,301 thousand, compared to a net cash used of HK$8,661 thousand in the same period in 2023[48] - Net cash used in financing activities for the six months ended 30 September 2024 was HK$13,289 thousand, slightly higher than the HK$11,927 thousand used in the same period in 2023[48] - Cash and cash equivalents at the end of the period increased to HK$16,464 thousand from HK$7,969 thousand at the end of the same period in 2023[48] - Net assets as at 30 September 2024 increased to HK$93.593 million, compared to HK$91.697 million as at 31 March 2024[39][42] Dividends and Tax - The Board does not recommend paying any dividend for the six months ended 30 September 2024[32] - No Hong Kong Profits Tax provision was made for the six months ended 30 September 2023 and 2024 due to no assessable profits or taxable profits being absorbed by estimated tax losses[86] - The Board did not recommend any dividend payment for the six months ended 30 September 2024 (2023: Nil)[86] Borrowings and Financial Instruments - Secured bank borrowings decreased to HK$17,949,000 as of 30 September 2024 from HK$26,840,000 as of 31 March 2024[122] - Secured other borrowings decreased to HK$6,909,000 as of 30 September 2024 from HK$10,350,000 as of 31 March 2024[122] - Invoice discounting facilities decreased to HK$3,582,000 as of 30 September 2024 from HK$10,506,000 as of 31 March 2024, with an effective interest rate ranging from 6.18% to 6.85% per annum[122] - Term loan decreased to HK$5,938,000 as of 30 September 2024 from HK$7,125,000 as of 31 March 2024, with an effective interest rate of 5.98% per annum[122] - Another term loan decreased to HK$8,429,000 as of 30 September 2024 from HK$8,645,000 as of 31 March 2024, with an interest rate of 3.63% per annum[122] - Installment loan decreased to HK$3,386,000 as of 30 September 2024 from HK$4,594,000 as of 31 March 2024, with an effective interest rate of 7.38% per annum[136] - Installment loans decreased to HK$3,523,000 as of 30 September 2024 from HK$5,756,000 as of 31 March 2024, with an effective interest rate of 7.38% per annum[137] - The fair value of financial assets and liabilities is determined using a hierarchy of Level 1, Level 2, and Level 3 measurements based on observable and unobservable inputs[143] - The fair value of the Group's financial assets as of 30 September 2024 was HK$5,449 thousand, classified as Level 2 in the fair value hierarchy[175][176] - The carrying amounts of the Group's financial assets and liabilities at amortized cost were not materially different from their fair values as of 30 September 2024 and 31 March 2024[183] Trade Receivables and Payables - Trade receivables as of 30 September 2024 were HK$94,854 thousand, with an allowance for expected credit loss of HK$18,764 thousand, resulting in net trade receivables of HK$76,090 thousand[105] - The ageing analysis of trade receivables showed HK$2,718 thousand within 30 days, HK$34,737 thousand for 31 to 60 days, and HK$20,693 thousand over 150 days as of 30 September 2024[107] - The Group's average credit term with customers ranges from 3 to 150 days, with strict control over outstanding receivables and regular reviews by senior management[107] - The Group's trade receivables are measured at an amount equal to lifetime expected credit losses (ECL), calculated using a provision matrix, with no significant differentiation between customer segments based on historical credit loss experience[112] - Trade payables as of 30 September 2024 amounted to HK$27.58 million, with an average credit term from suppliers of up to 3 to 90 days[117] - An aging analysis of trade payables shows that HK$6.15 million is due within 30 days, HK$8.01 million within 31 to 60 days, HK$4.95 million within 61 to 90 days, and HK$8.47 million over 90 days[118] Other Financial Information - Other gains and losses increased to HK$3.028 million for the six months ended 30 September 2024, compared to HK$2.384 million in the same period in 2023[36] - Interest income for the six months ended 30 September 2024 was HK$30 thousand, compared to HK$26 thousand in the same period in 2023[76] - Shipping fee income for the six months ended 30 September 2024 was HK$996 thousand[76] - Interest expenses on bank and other borrowings increased to HK$772 thousand for the six months ended 30 September 2024, up from HK$523 thousand in the same period in 2023[78] - No addition or disposal of property, plant, and equipment occurred during the reporting period (2023: Nil)[96] - The fair value of the Group's investment property as of 30 September 2024 was HK$14,600 thousand, determined by the Directors based on recent market prices[98] - The Group has a total insured sum of approximately $3.15 million (equivalent to HK$24.57 million) for key management personnel life insurance policies, with a guaranteed interest rate ranging from 4.10% to 4.25% per annum for the first five years[114][115] - Pledged assets as of 30 September 2024 included HK$4,564 thousand in key management personnel life insurance policies, HK$14,600 thousand in investment property, and HK$6,122 thousand in pledged bank deposits[188] - The total value of pledged assets decreased from HK$36,284 thousand as of 31 March 2024 to HK$35,190 thousand as of 30 September 2024[188] - Rental expenses with connected party Jet Good Limited decreased from HK$577 thousand in 2023 to HK$180 thousand in 2024[191] - Deposits with connected party Jet Good Limited remained unchanged at HK$444 thousand as of both 30 September 2024 and 31 March 2024[195] - An executive director provided personal guarantees and life insurance policies with an insured sum of US$2,600,000 as security for the Group's loan facilities[195] Company Structure and Reporting - The company's subsidiaries are primarily engaged in the sale and transportation of diesel oil and related products in Hong Kong[52] - The unaudited condensed consolidated financial statements are presented in Hong Kong dollars (HK$), with all values rounded to the nearest thousands (HK$'000)[52] - The company was incorporated in the Cayman Islands on 30 March 2016 and its shares are listed on GEM of the Stock Exchange of Hong Kong Limited[51] - The company's immediate and ultimate holding company is Grand Tycoon Limited, controlled by Mr. Fong Chun Man, a Director of the Company[51] - The unaudited condensed consolidated interim financial statements were prepared in accordance with Hong Kong Accounting Standard (HKAS) 34 "Interim Financial Reporting"[53] - The accounting policies adopted are consistent with those applied in the Group's audited annual financial statements for the year ended 31 March 2024[56] - The unaudited condensed consolidated financial statements were prepared under the historical cost basis, except for certain property and financial instruments measured at fair values at the end of the reporting period[56] - Ordinary shares issued and fully paid remained at 137,520,190 as of 30 September 2024, with a share capital of HK$13,752,000[130] Customer and Revenue Concentration - Customer B contributed HK$31.347 million, representing over 10% of the Group's total revenue for the six months ended 30 September 2024[70]

Financial Performance - F8 Enterprises (Holdings) Group Limited announced its unaudited interim results for the six months ended September 30, 2024[1]. - The Group recorded a revenue of approximately HK$183.9 million for the six months ended 30 September 2024, representing an increase of approximately HK$48.9 million or 36.2% compared to the same period in 2023[33]. - The Group achieved a net profit of approximately HK$1.9 million for the six months ended 30 September 2024, a turnaround from a net loss of approximately HK$2.4 million for the same period in 2023[34]. - The increase in profit was primarily due to higher sales of diesel oil, increased other gains and losses, and a decrease in other operating expenses compared to the previous year[34]. - Gross profit for the six months ended 30 September 2024 was HK$9.975 million, compared to HK$7.731 million for the same period in 2023[38]. - The profit from operations for the six months ended 30 September 2024 was HK$2.559 million, compared to a loss of HK$2.190 million in the previous year[38]. - The basic and diluted earnings per share attributable to owners of the Company for the period was 1.38 HK cents, compared to a loss of 1.76 HK cents in the previous year[38]. - The Group's total comprehensive income for the period was HK$1.896 million, compared to a loss of HK$2.416 million for the same period in 2023[38]. - Profit before taxation for the period was HK$1,896,000, a significant improvement from a loss of HK$2,416,000 in the previous year[93]. Revenue Breakdown - For the six months ended September 30, 2024, the total revenue was HK$183,928,000, representing an increase of 36.2% compared to HK$134,981,000 for the same period in 2023[63]. - Revenue from diesel oil sales was HK$180,392,000, which accounted for the majority of total revenue, showing a significant increase from HK$132,276,000 in the previous year[63]. - The Group's sales of marine diesel oil amounted to HK$2,849,000, an increase from HK$2,094,000 in the previous year[63]. - Lubricant oil sales contributed HK$687,000, up from HK$611,000 in the same period last year[63]. - Revenue from Customer B was HK$31,347,000 for the six months ended 30 September 2024, while Customer A's revenue was HK$15,371,000 for the same period[72]. Expenses and Costs - Administrative expenses for the period were HK$7.623 million, compared to HK$7.296 million for the same period in 2023[38]. - Interest expenses on bank and other borrowings increased to HK$772,000 in 2024 from HK$523,000 in 2023[80]. - Total expenses related to short-term leases decreased to HK$214,000 in 2024 from HK$728,000 in 2023[84]. - The Group's financing costs totaled HK$957,000 for the six months ended September 30, 2024, compared to HK$915,000 in 2023[80]. Assets and Liabilities - As of September 30, 2024, total assets less current liabilities amounted to HK$94,618,000, an increase from HK$92,722,000 as of March 31, 2024, reflecting a growth of approximately 2.04%[41]. - Net current assets increased to HK$46,398,000 from HK$43,840,000, representing a growth of about 5.83%[41]. - The company's net assets increased to HK$93,593,000 as of September 30, 2024, from HK$91,697,000, marking a growth of approximately 2.07%[41]. - Total equity rose to HK$93,593,000 from HK$91,697,000, reflecting an increase of about 2.07%[41]. - Trade receivables decreased to HK$76,090,000 from HK$84,211,000, a decline of about 9.66%[41]. - Trade payables amounted to HK$27,581,000, a decrease from HK$29,411,000 as of March 31, 2024, representing a reduction of approximately 6.2%[119]. Cash Flow - The company reported a net cash generated from operating activities of HK$19,301,000 for the six months ended September 30, 2024, compared to a net cash used of HK$8,661,000 in the same period of 2023[50]. - Cash and cash equivalents at the end of the period were HK$16,464,000, up from HK$7,969,000 in the previous year, indicating a significant increase of approximately 106.4%[50]. - The company’s cash and cash equivalents at the beginning of the period were HK$10,452,000, down from HK$28,557,000 in the previous year, indicating a decrease of about 63.4%[50]. - The company reported a net cash used in financing activities of HK$13,289,000 for the six months ended September 30, 2024, compared to HK$11,927,000 in the same period of 2023[50]. Dividends - The Board does not recommend the payment of any dividend for the six months ended September 30, 2024[34]. - No dividends were recommended for the six months ended September 30, 2024, consistent with the previous year[88]. Compliance and Reporting - The company is compliant with the GEM Listing Rules and has confirmed the accuracy and completeness of the information provided in the report[2]. - The interim report will be available on the Hong Kong Stock Exchange and the company's website for shareholders to review[3]. - The unaudited condensed consolidated financial statements have been reviewed by the audit committee of the Company[59]. - The Group has applied all new amendments to HKFRSs that are effective for the accounting period beginning on or after April 1, 2024, with no material impact on the financial statements[59]. - The accounting policies adopted are consistent with those applied in the Group's audited annual financial statements for the year ended March 31, 2024[58]. Insurance and Guarantees - The total insured sum under key management personnel life insurance policies is approximately US$3,150,000 (equivalent to HK$24,570,000) as of 31 March 2024[116]. - The total insurance premium paid at the inception of the life insurance policy was approximately US$768,000 (equivalent to approximately HK$5,990,000) as of 31 March 2024[116]. - The guaranteed interest rate for the first five years of the life insurance contracts ranges from 4.10% to 4.25% per annum[116]. - Mr. Fong Chun Man, an executive director, provides personal guarantees and life insurance policies totaling US$2,600,000 as securities for loan facilities granted to the Group[197].

Financial Performance - The Group's revenue decreased by approximately 32.5% from approximately HK$429.9 million for the year ended March 31, 2023, to approximately HK$290.0 million for the year ended March 31, 2024[15]. - The Group recorded a net loss of approximately HK$8.6 million for the year ended March 31, 2024, compared to a net loss of approximately HK$4.8 million for the year ended March 31, 2023, representing an increase in net loss of approximately HK$3.8 million[15]. - The decrease in net loss was mainly attributable to a decrease in sales and transportation of diesel oil and a decrease in other income and gains or losses for the year ended March 31, 2024[15]. - The average selling prices and sales volumes of petroleum products demonstrated a downward trend, leading to an overall decrease in the Group's total turnover[17]. - The Group's cost of sales was approximately HK$275.7 million for the year ended March 31, 2024, representing a decrease of approximately 33.4% from approximately HK$413.7 million for the year ended March 31, 2023[40]. - The Group's gross profit decreased by approximately HK$1.9 million from approximately HK$16.2 million for the year ended March 31, 2023, to approximately HK$14.3 million for the year ended March 31, 2024[41]. - The gross profit margin increased from approximately 3.8% for the year ended March 31, 2023, to approximately 4.9% for the year ended March 31, 2024, mainly due to higher markup offered to customers in the diesel oil market[41]. - The Group recognized a loss of approximately HK$8.6 million for the year ended March 31, 2024, compared to a net loss of approximately HK$4.8 million for the previous year, resulting in a negative net profit margin of approximately 3.0%[50]. - Other income decreased from approximately HK$7.7 million for the year ended March 31, 2023, to approximately HK$5.5 million for the year ended March 31, 2024, mainly due to reduced rental income from diesel vehicles[46]. Revenue Sources - Revenue from diesel oil, marine diesel oil, and lubricant oil represented approximately 98.2%, 1.3%, and 0.5% of the Group's total revenue for the year ended March 31, 2024, compared to 97.7%, 2.0%, and 0.3% for the year ended March 31, 2023[38]. - Sales revenue from diesel, marine diesel, and lubricants for the year ended March 31, 2024, was approximately HK$284.9 million, HK$3.7 million, and HK$1.4 million, accounting for approximately 98.2%, 1.3%, and 0.5% of total revenue, respectively[42]. Market Conditions - The decrease in the Group's revenue was primarily due to decreased demand from construction and logistics customers and lower diesel oil prices during the year ended March 31, 2024[39]. - The Group is optimistic about the market trend for diesel oil and marine diesel oil sales in Hong Kong, driven by stable and high levels of investment in public infrastructure projects[21]. Operational Developments - As of March 31, 2024, the Group had a fleet of eight diesel tank wagons, a marine oil barge, and a vessel to meet customer requirements[16]. - The Group conducted marketing and promotional activities and negotiated with potential customers to secure purchase orders for marine diesel oil[16]. - The Group plans to deploy more resources towards talent recruitment and strengthen its business development and marketing strategy for the diesel oil segment[21]. - The Group purchased three new diesel tank wagons and replaced two existing ones as part of its fleet expansion strategy[86]. - The effectiveness and operating efficiency of new diesel tank wagons have been closely evaluated, with further assessments planned[86]. Financial Position - The group's current assets as of 31 March 2024 amounted to approximately HK$114.9 million, down from approximately HK$129.0 million as of 31 March 2023, while current liabilities decreased to approximately HK$71.1 million from approximately HK$82.2 million[57]. - The gearing ratio was approximately 40.6% as of 31 March 2024, down from 45.0% as of 31 March 2023[60]. - The group's capital structure consisted of equity attributable to the owners of the company of approximately HK$91.7 million as of 31 March 2024, compared to approximately HK$101.3 million in the previous year[64]. - The Group's equity attributable to owners was approximately HK$91.7 million as of March 31, 2024, down from approximately HK$101.3 million in 2023[69]. - The Group maintained a healthy liquidity position throughout the year ended March 31, 2024, with ongoing credit assessments to reduce credit risk[72]. Governance and Compliance - The Company has complied with all applicable code provisions set out in the Corporate Governance Code[113]. - The Board consists of three executive directors and three independent non-executive directors, ensuring a strong independence element with over one-third of the members being independent[120][123]. - The Company Secretary attended all scheduled Board meetings to report on corporate governance, risk management, statutory compliance, accounting, and finance[135]. - The Board held four regular meetings during the year, with all directors having the option to attend in person or via electronic communication[131]. - Attendance at the Annual General Meeting was 100% for all directors, with executive directors attending all four Board meetings[134]. - The Audit Committee and Nomination Committee had a 100% attendance rate for their meetings, indicating strong engagement in governance matters[134]. - The Board has delegated daily operations and management to executive directors and management, focusing on strategic direction and enhancing shareholder value[126]. - The Company is committed to compliance with legal and regulatory requirements, as monitored by the Board[122]. - The Board's composition meets the requirements of GEM Listing Rules, ensuring appropriate professional qualifications and industry knowledge among its members[120][122]. - The independent non-executive directors contribute diverse expertise and independent judgment to the Group's strategies and performance[123]. - The Company has established three committees to oversee specific aspects of its affairs, enhancing governance and accountability[127]. - The Company has established an Audit Committee comprising three independent non-executive Directors, with Mr. Chui Chi Yun, Robert as the Chairman[159]. - The Audit Committee is responsible for overseeing the effectiveness of the Company's internal control and risk management system, and reviewing the financial statements[161]. - The Audit Committee has recommended the reappointment of HLB Hodgson Impey Cheng Limited as the Company's auditors for the year ending 31 March 2024, subject to shareholder approval[162]. - All Directors have participated in continuous professional development during the reporting period, ensuring their contributions to the Board remain informed and relevant[146]. - The Company has adopted a board diversity policy, focusing on various aspects such as age, cultural background, and gender diversity, aiming for gender parity on the Board[199]. - The Nomination Committee will disclose the Board's composition annually and supervise the implementation of the diversity policy[200]. Future Plans - The Group will proactively seek potential business opportunities to broaden its sources of income and enhance shareholder value[21]. - The expected timeline for utilizing remaining proceeds is based on market conditions and may change accordingly[100]. - The Company aims to utilize the remaining unspent proceeds as soon as practicable before 31 March 2025[98].

Financial Performance - Total revenue for the year ended March 31, 2024, was HKD 289,980,000, a decrease of 32.5% compared to HKD 429,940,000 for the previous year[6] - Cost of sales for the same period was HKD 275,705,000, down 33.4% from HKD 413,699,000[6] - Gross profit decreased to HKD 14,275,000, representing a decline of 12.1% from HKD 16,241,000[6] - Other income for the year was HKD 5,494,000, down 28.2% from HKD 7,655,000[6] - Operating expenses were HKD 14,266,000, a reduction of 22.9% compared to HKD 18,378,000 in the previous year[6] - The company reported a net loss of HKD 8,648,000, compared to a net loss of HKD 4,837,000 in the previous year, indicating a worsening of 79.5%[6] - Basic and diluted loss per share was HKD 6.29, compared to HKD 3.96 in the previous year[6] - The overall comprehensive loss for the year was HKD 9,557,000, compared to HKD 6,157,000 in the previous year[6] Assets and Liabilities - Total assets decreased from HKD 128,960,000 to HKD 114,941,000, a decline of approximately 10.9% year-over-year[7] - Current liabilities reduced from HKD 82,176,000 to HKD 71,101,000, representing a decrease of about 13.5%[7] - Cash and cash equivalents significantly dropped from HKD 28,557,000 to HKD 10,452,000, a reduction of approximately 63.4%[7] - Non-current assets decreased from HKD 55,708,000 to HKD 48,882,000, a decline of about 12.3%[7] - Total equity fell from HKD 101,254,000 to HKD 91,697,000, a decrease of approximately 9.4%[7] - The company’s total liabilities decreased from HKD 82,176,000 to HKD 71,101,000, a reduction of about 13.5%[7] Revenue Breakdown - The group's revenue from customer contracts for 2024 was HKD 289,980,000, a decrease of 32.5% compared to HKD 429,940,000 in 2023[19] - Revenue from diesel, marine diesel, and lubricants sales for the year ended March 31, 2024, was approximately HKD 284.9 million, HKD 3.7 million, and HKD 1.4 million, accounting for approximately 98.2%, 1.3%, and 0.5% of total revenue, respectively[55] Employee and Operational Costs - Total employee costs, including director remuneration, increased to HKD 10,686,000 in 2024 from HKD 10,085,000 in 2023, an increase of 5.9%[29] - Administrative expenses decreased from approximately HKD 18.4 million for the year ended March 31, 2023, to approximately HKD 14.3 million for the year ended March 31, 2024, mainly due to a reduction in legal and professional fees[60] - Other operating expenses decreased from approximately HKD 6.5 million for the year ended March 31, 2023, to approximately HKD 5.3 million for the year ended March 31, 2024, primarily due to reduced operating expenses in automotive and marine transportation[61] Shareholder and Corporate Governance - The company did not recommend any dividend for the year ending March 31, 2024, consistent with the previous year[31] - The average number of ordinary shares for 2024 was 137,520,000, up from 122,053,000 in 2023, indicating an increase in share count[34] - The company has adopted a code of conduct for directors regarding securities trading, which complies with GEM listing rules[86] - The board is committed to establishing and maintaining high standards of corporate governance[89] - The company has implemented a shareholder communication policy to ensure timely access to relevant information for shareholders[92] Environmental and Regulatory Compliance - The group recognizes the importance of environmental protection and has implemented multiple measures to minimize its impact on the environment and natural resources[75] - As of the announcement date, the group is not aware of any violations of environmental laws or regulations that have resulted in prosecution, fines, or penalties[76] Future Outlook and Strategy - The group aims to strengthen its market position in the diesel and marine diesel sectors in Hong Kong, focusing on talent acquisition and business development strategies[44] - The outlook for diesel and marine diesel sales in Hong Kong is optimistic due to stable investments in public infrastructure projects[48]