SIMPLICITY HLDG(08367)

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倩碧控股(08367) - 致非登记股东之通知信函及申请表格
2025-08-14 12:17
Simplicity Holding Limited (the "Company") - Notice of publication of (i) Circular and (ii) Notice of Annual General Meeting ("Current Corporate Communication") on the Company's website The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at http://www.simplicityholding.com and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk respectively (the "Website Version"). The Company strongly recommen ...
倩碧控股(08367) - 致登记股东之通知信函及回条
2025-08-14 12:16
Simplicity Holding Limited 倩碧控股有限公司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) (Stock Code 股份代號:8367) NOTIFICATION LETTER 通知信函 Dear Registered Shareholder, Simplicity Holding Limited (the "Company") – Notice of publication of (i) Circular; (ii) Notice of Annual General Meeting; and (iii) Proxy Form (the "Current Corporate Communications") on the Company's website The English and Chinese versions of the Company's the Current Corporate Communication are now available on the C ...
倩碧控股(08367) - 股东週年大会通告
2025-08-14 12:14
香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負責,對 其準確性或完整性亦不發表任何聲明,並明確表示概不就因本通告全部或任何部分內 容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 SIMPLICITY HOLDING LIMITED 倩 碧 控 股 有 限 公 司* (股份代號:8367) (於開曼群島註冊成立之有限公司) 股東週年大會通告 茲通告倩碧控股有限公司(「本公司」)謹訂於二零二五年九月二十四日(星期三)上 午十一時正假座奧盈財經印刷有限公司(地址為香港中環皇后大道中29號華人行1103–06 室)舉行股東週年大會(「股東週年大會」),以考慮並酌情通過(不論有否修訂)下列決議 案: 普通決議案 * 僅供識別 – 1 – 1. 省覽、考慮及採納本公司及其附屬公司截至二零二五年三月三十一日止年度 的經審核財務報表以及本公司董事(「董事」)會報告及本公司核數師報告。 2. 續聘范陳會計師行有限公司為本公司核數師及授權董事會釐定其酬金。 3. (a) 重選蔡本立先生為執行董事及授權董事會釐定其董事酬金。 (b) 重選葉善嵐女士為獨立非執行董事及授權董事會釐定其董事酬金。 4. 「 ...
倩碧控股(08367) - 适用於将於二零二五年九月二十四日举行的股东週年大会(或其任何续会)的代表...
2025-08-14 12:12
SIMPLICITY HOLDING LIMITED 倩 碧 控 股 有 限 公 司* (於開曼群島註冊成立之有限公司) (股份代號:8367) 適用於將於二零二五年九月二十四日舉行的股東週年大會 (或其任何續會)的代表委任表格 本人╱吾等 (附註1) 附註: 收集個人資料聲明 地址為 , 為倩碧控股有限公司(「本公司」)股本中 (附註2) 股每股面值0.0001港元 普通股的登記持有人,茲委任本公司股東週年大會主席或 (附註3) 地址為 為本人╱吾等的受委代表,代表本人╱吾等出席本公司謹訂於二零二五年九月二十四日(星期三)上午十一時正假 座奧盈財經印刷有限公司(地址為香港中環皇后大道中29號華人行1103–06室)舉行的股東週年大會(「股東週年大會」) 及其任何續會以考慮並酌情通過召開股東週年大會通告所載的普通決議案,並按下列指示於會上投票,或倘未有 作出指示,則本人╱吾等的受委代表可酌情自行決定,以及就於股東週年大會及╱或其任何續會上適當提出的任 何其他事項投票: | | (附註4) 普通決議案 | (附註5) 贊成 | (附註5) 反對 | | --- | --- | --- | --- | | 1. ...
倩碧控股(08367) - 建议发行及购回股份之一般授权、重选退任董事、续聘核数师、及股东週年大会通...
2025-08-14 12:00
此乃要件 請即處理 閣下如對本通函任何方面或應採取的行動有疑問,應諮詢 閣下的持牌證券交易商或其他註冊 證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有倩碧控股有限公司(「本公司」)股份,應立即將本通函及隨附的代 表委任表格送交買主或承讓人,或經手買賣的銀行、持牌證券交易商或其他代理商,以便轉交 買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函的內容概不負責,對其準確性 或完整性亦不發表任何聲明,並明確表示概不就因本通函全部或任何部分內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 SIMPLICITY HOLDING LIMITED 倩 碧 控 股 有 限 公 司* (於開曼群島註冊成立之有限公司) (股份代號:8367) 建議發行及購回股份之一般授權、 重選退任董事、 續聘核數師、 及 股東週年大會通告 本公司謹訂於二零二五年九月二十四日上午十一時正假座奧盈財經印刷有限公司(地址為香港 中環皇后大道中29號華人行1103–06室)舉行股東週年大會(「股東週年大會」),大會通告載於本 通函第17至21頁。 本通函隨附股東週年大會適用之代表委 ...
倩碧控股(08367) - 截至二零二五年七月三十一日止月份之股份发行人的证券变动月报表
2025-08-06 12:24
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: | 倩碧控股有限公司 | | | 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) | 08367 | 說明 | | | | | | | | | 法定/註冊股份數目 | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | 200,000,000,000 | HKD | | 0.0001 HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | HKD | | | | 本月底結存 | | 200,000,000,000 | HKD | | 0.0001 H ...
倩碧控股(08367) - 致非登记股东之通知信函及申请表格
2025-08-01 08:20
(Stock Code 股份代號:8367) NOTIFICATION LETTER 通知信函 Simplicity Holding Limited 倩碧控股有限公司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) If you for any reason have difficulty in receiving email notification or gaining access to the Website Version of the Corporate Communications and would like to receive the Current Corporate Communication and all future Corporate Communications (Note 2) in printed form, please complete, sign the enclosed Request Form and return it to the Company bra ...
倩碧控股(08367) - 致登记股东之通知信函及回条
2025-08-01 08:17
Simplicity Holding Limited 倩碧控股有限公司 (於開曼群島註冊成立的有限公司) (Stock Code 股份代號:8367) NOTIFICATION LETTER 通知信函 Dear Registered Shareholder, 31 July 2025 Simplicity Holding Limited (the "Company") – Notice of publication of 2025 Annual Report (the "Current Corporate Communications") on the Company's website The English and Chinese versions of the Company's the Current Corporate Communication are now available on the Company's website at http://www.simplicityholding.com and the website of The Stock Exchange of Hong Kon ...
倩碧控股(08367) - 环境、社会及管治报告2025
2025-07-31 09:10
環境、社會及管治報告 ENVIRONMENTAL, SOCIAL Stock Code: 8367 (Incorporated in the Cayman Islands with limited liability) AND GOVERNANCE REPORT 目錄 : 8367 環境、社會及管治報告 環境、社會及管治報告2025 1 Stock Code: 8367 (Incorporated in the Cayman Islands with limited liability) : 8367 環境、社會及管治報告 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT | 關於本報告 | 2 | | --- | --- | | 環境保護 | 6 | | 僱傭及勞工常規 | 11 | | 營運實務 | 14 | | 社區投資 | 17 | | 環境、社會及管治報告指引 | 18 | 關於本報告 倩碧控股有限公司(「本公司」),連同其附屬公司(「本集團」)欣然提呈本集團截至二零二五年三月三十一日止 財政年度之年度環境、社會及管治報告(「本報告」)。 環境、社會及管治報告 ...
倩碧控股(08367) - 2025 - 年度财报
2025-07-31 09:06
[Company Information](index=3&type=section&id=Company%20Information) [Financial Summary](index=5&type=section&id=Financial%20Summary) During the reporting period, the Group's operating performance switched from profit to loss, with a pre-tax loss of HKD 20.912 million despite a 6.4% revenue increase, compared to a profit of HKD 7.873 million in the prior period, while total assets slightly increased, total liabilities significantly rose, turning net current assets from positive to negative, indicating increased liquidity pressure Consolidated Results Summary | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 97,763 | 91,852 | +6.4% | | Profit/(Loss) Before Tax | (20,912) | 7,873 | Switched from profit to loss | | Profit/(Loss) Attributable to Owners of the Company | (20,853) | 8,247 | Switched from profit to loss | Assets and Liabilities Summary | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Assets | 74,095 | 69,713 | +6.3% | | Total Liabilities | 56,590 | 35,269 | +60.5% | | Total Equity | 17,505 | 34,444 | -49.2% | | Net Current Assets/(Liabilities) | (12,468) | 790 | Switched from positive to negative | - By business segment, aircraft engine stand maintenance and related services generated **HKD 77.531 million** in revenue for FY2025, becoming the primary income source, while the total revenue from catering businesses (including Thai Lane, Ma Suan Le, Baba Nyonya) and food ingredient sales was approximately **HKD 20.232 million**[9](index=9&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) [Industry Overview](index=9&type=section&id=Industry%20Overview) During the reporting period, Hong Kong's catering and construction industries showed divergent performance, with catering revenue slightly declining by 0.6% in Q1 2025 due to changing consumption patterns, while the total value of construction works nominally grew by 1.9%, driven by public sector projects despite a decline in private sector initiatives - Catering Business: The provisional estimated value of total restaurant receipts in Q1 2025 was **HKD 28 billion**, a **0.6% year-on-year decrease**, primarily influenced by changing consumption patterns and external uncertainties[13](index=13&type=chunk)[14](index=14&type=chunk) - Engineering Business: The total value of construction works performed by main contractors in Q1 2025 nominally increased by **1.9% to HKD 70.5 billion**, with public sector works nominally increasing by **17.4%** and private sector works decreasing by **10.7%**[15](index=15&type=chunk) [Business Overview](index=10&type=section&id=Business%20Overview) The Group primarily operates in casual dining and aircraft engine stand maintenance, with the latter becoming the core revenue source, accounting for 79.31% of total revenue as of March 31, 2025, while Thai cuisine brands "Thai Lane" and "555 Thai Fusion" saw a 40.17% revenue increase, Chinese noodle "Ma Suan Le" and Malaysian "Baba Nyonya" experienced significant declines of 52.34% and 94.56% respectively due to market downturns and business termination Revenue Performance by Business Segment (Year Ended March 31, 2025) | Business Segment/Brand | Revenue (HKD Million) | Proportion of Total Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Aircraft Engine Stand Maintenance and Related Services | 77.53 | 79.31% | N/A | | Thai Lane / 555 Thai Fusion | 9.70 | 9.92% | +40.17% | | Ma Suan Le / Ma Sun Le | 8.96 | 9.17% | -52.34% | | Baba Nyonya | 1.25 | 1.28% | -94.56% | | Food Ingredients and Beverages | 0.32 | 0.33% | -66.67% | [Financial Review](index=11&type=section&id=Financial%20Review) In FY2025, the Group's total revenue increased by 6.43% year-on-year to HKD 97.76 million, primarily driven by engineering business, yet the loss attributable to owners of the company reached HKD 20.85 million, compared to a profit of HKD 8.25 million in the prior year, mainly due to decreased catering revenue, a 43.37% surge in raw material and consumable costs, and a HKD 9 million goodwill impairment loss, while staff costs significantly decreased by 34.89% Key Financial Item Changes | Item | 2025 (HKD Million) | 2024 (HKD Million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 97.76 | 91.85 | +6.43% | | Raw Materials and Consumables Used | 47.54 | 33.16 | +43.37% | | Staff Costs | 21.03 | 32.30 | -34.89% | | Goodwill Impairment Loss | 9.00 | 0 | N/A | | Profit/(Loss) Attributable to Owners of the Company | (20.85) | 8.25 | Switched from profit to loss | [Future Outlook and Strategies](index=11&type=section&id=Future%20Outlook%20and%20Strategies) Facing operational challenges, the Group will adopt a conservative and prudent approach, focusing on enhancing core capabilities and improving business performance through cost control, new product line expansion, and refining operating strategies to deliver shareholder returns - Key measures planned by the Group include: - Minimizing staff costs and reducing headcount[21](index=21&type=chunk) - Negotiating more favorable terms with landlords and suppliers[21](index=21&type=chunk) - Expanding takeaway product lines (e.g., packaged food, ready-to-eat products) and enhancing marketing[21](index=21&type=chunk) - Collaborating with food delivery companies to expand delivery coverage[21](index=21&type=chunk) - Refining operating strategies to address ongoing challenges[21](index=21&type=chunk) [Liquidity and Capital Resources](index=13&type=section&id=Liquidity%20and%20Capital%20Resources) The Group maintains a prudent treasury policy to manage cash balances and ensure robust liquidity, with no significant capital commitments, contingent liabilities, or pledged assets as of March 31, 2025 - The Group's operations are primarily transacted in Hong Kong in HKD, thus not facing significant foreign exchange risk[34](index=34&type=chunk) - As of March 31, 2025, the Group had no outstanding capital commitments, significant contingent liabilities, or pledged assets[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) [Key Risks and Uncertainties](index=14&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key risks including reliance on leased properties, central kitchen operational disruptions, supplier delivery issues, business license acquisition and renewal, rising labor costs, and the potential impact of infectious disease outbreaks on the catering industry - Key risk areas include: - **Lease Risk**: All restaurants are leased properties, with uncertainties and potential cost increases related to lease renewals or finding new locations[42](index=42&type=chunk) - **Supply Chain Risk**: Reliance on central kitchens and external suppliers means any disruption could adversely affect operations[42](index=42&type=chunk) - **Compliance Risk**: Catering businesses require various licenses, and failure to obtain or renew them could significantly impact operations[42](index=42&type=chunk) - **Human Resources Risk**: Labor shortages or rising costs would erode profitability[42](index=42&type=chunk) [Directors and Senior Management](index=14&type=section&id=Directors%20and%20Senior%20Management) This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and roles in other listed companies [Corporate Governance Report](index=16&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=17&type=section&id=Corporate%20Governance%20Practices) The Group is committed to maintaining high corporate governance standards and has adopted the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules, consistently complying with all applicable code provisions throughout the reporting period - The company has adopted and complied with the Corporate Governance Code of the GEM Listing Rules throughout the year[49](index=49&type=chunk) [Board of Directors](index=17&type=section&id=Board%20of%20Directors) The Board of Directors, comprising two executive and three independent non-executive directors, is responsible for the Group's overall leadership and strategic decisions, with its composition complying with GEM Listing Rules and a board diversity policy adopted during the reporting period, and this report also discloses directors' attendance at general and board meetings Board and General Meeting Attendance (Year Ended March 31, 2025) | Director's Name | Position | Attendance at General Meetings/Total Meetings Held | Attendance at Board Meetings/Total Meetings Held | | :--- | :--- | :--- | :--- | | Mr. Choi Pun Lap | Executive Director | 3/3 | 6/6 | | Mr. Leung Wai Tai | Executive Director | 3/3 | 6/6 | | Mr. Lo Cheuk Fei | Independent Non-Executive Director | 3/3 | 6/6 | | Mr. Cheung Hiu Fung | Independent Non-Executive Director | 3/3 | 6/6 | | Mr. Wong Wing Kin (Retired) | Independent Non-Executive Director | 1/1 | 1/1 | | Ms. Yip Sin Lam (Appointed) | Independent Non-Executive Director | 2/2 | 1/1 | [Board Committees](index=22&type=section&id=Board%20Committees) The Board has established Remuneration, Nomination, and Audit Committees to oversee various company matters, with each committee chaired by an independent non-executive director and predominantly composed of independent non-executive directors to ensure independence, and the report details their responsibilities, composition, and annual meeting attendance - The Remuneration Committee comprises five members, chaired by Independent Non-Executive Director Mr. Cheung Hiu Fung, and held two meetings during the year[74](index=74&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - The Nomination Committee comprises five members, chaired by Executive Director Mr. Choi Pun Lap, with most members being independent non-executive directors, and held two meetings during the year[79](index=79&type=chunk)[80](index=80&type=chunk)[82](index=82&type=chunk) - The Audit Committee comprises three independent non-executive directors, chaired by Mr. Lo Cheuk Fei, and held four meetings during the year, reviewing the annual and interim consolidated financial statements[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) [Internal Control and Risk Management](index=29&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board is fully responsible for formulating and overseeing the Group's internal control measures and risk management systems, and while no internal audit department is currently established given the Group's business scale, the Board has reviewed and expressed satisfaction with the effectiveness of the existing internal control system - The Group currently has no internal audit department, and the Board considers the existing management structure and internal control system to be appropriate and adequate[92](index=92&type=chunk) [Directors' Report](index=31&type=section&id=Directors'%20Report) [Results and Dividends](index=32&type=section&id=Results%20and%20Dividends) The Group's detailed results for the current fiscal year are presented in the financial statements section, and the Board does not recommend paying any dividends for the year ended March 31, 2025, consistent with the previous year - The Board does not recommend the payment of any dividend for the year ended March 31, 2025 (2024: Nil)[109](index=109&type=chunk) [Financial Resources, Liquidity and Capital Structure](index=32&type=section&id=Financial%20Resources%2C%20Liquidity%20and%20Capital%20Structure) As of March 31, 2025, the Group's current assets were HKD 33.9 million and current liabilities were HKD 46.4 million, resulting in a current ratio of 0.73 times, down from 1.03 times last year, while the gearing ratio increased from 14.0% to 30.3%, reflecting increased financial leverage Liquidity and Gearing Ratios | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Current Ratio | 0.73 times | 1.03 times | | Quick Ratio | 0.69 times | 0.87 times | | Gearing Ratio | 30.3% | 14.0% | [Use of Proceeds](index=33&type=section&id=Use%20of%20Proceeds) The company completed a placing on December 17, 2024, raising net proceeds of approximately HKD 3.8 million, of which HKD 3.211 million had been utilized for the Group's general working capital as of March 31, 2025, with the remaining balance expected to be fully utilized by June 2025 Use of Proceeds from 2024 Placing | Purpose | Net Proceeds (HKD Thousand) | Amount Utilized (HKD Thousand) | Unutilized Amount (HKD Thousand) | | :--- | :--- | :--- | :--- | | General Working Capital | 3,800 | 3,211 | 589 | [Share Option Scheme](index=35&type=section&id=Share%20Option%20Scheme) To comply with amendments to the GEM Listing Rules, the company terminated its former share option scheme and adopted a new share scheme on January 18, 2024, designed to incentivize and reward contributors to the company, with a 10-year validity period - The company adopted a new share scheme on January 18, 2024, replacing the previous scheme terminated due to amendments to the GEM Listing Rules[125](index=125&type=chunk) [Major Customers and Suppliers](index=38&type=section&id=Major%20Customers%20and%20Suppliers) During the current fiscal year, the Group experienced high customer and supplier concentration, with the largest customer accounting for 66% of total revenue and the top five customers for 79%, while the largest supplier accounted for 43% of total purchases and the top five suppliers for 75% - Customer Concentration: The largest customer accounted for **66%** of total revenue, and the top five customers accounted for **79%**[139](index=139&type=chunk) - Supplier Concentration: The largest supplier accounted for **43%** of total purchases, and the top five suppliers accounted for **75%**[139](index=139&type=chunk) [Events After Reporting Date](index=40&type=section&id=Events%20After%20Reporting%20Date) Subsequent to the reporting period, the company implemented and completed a capital reorganization on May 16, 2025, involving a share consolidation (20-for-1), capital reduction, and subdivision of unissued shares - The company completed a capital reorganization on May 16, 2025, which included share consolidation, capital reduction, and share subdivision[152](index=152&type=chunk)[153](index=153&type=chunk) [Independent Auditor's Report](index=41&type=section&id=Independent%20Auditor's%20Report) Independent Auditor Fan Chan & Co. Limited issued an unmodified opinion on the Group's consolidated financial statements, but highlighted "Material Uncertainty Related to Going Concern," noting that the Group's net loss, net current liabilities, and cash position may cast significant doubt on its ability to continue as a going concern, with key audit matters including impairment assessments of property, plant and equipment, right-of-use assets, intangible assets, and goodwill - The auditor's opinion is unmodified, stating that the financial statements present a true and fair view of the Group's financial position and performance[159](index=159&type=chunk) - The report emphasized "Material Uncertainty Related to Going Concern," primarily due to the Group recording a net loss of approximately **HKD 20.853 million**, being in a net current liabilities position of approximately **HKD 12.468 million**, and having cash and cash equivalents of only **HKD 6.728 million**[161](index=161&type=chunk) - Key audit matters include: - Impairment assessment of property, plant and equipment, and right-of-use assets[163](index=163&type=chunk) - Impairment assessment of intangible assets and goodwill[165](index=165&type=chunk) [Consolidated Financial Statements](index=47&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=47&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement presents the Group's financial performance for the year ended March 31, 2025, showing a shift from a profit of HKD 8.247 million in the prior year to a loss of HKD 20.853 million in the current year, with basic loss per share at HKD 0.3448 [Consolidated Statement of Financial Position](index=48&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement reflects the Group's financial position as of March 31, 2025, with total assets of HKD 74.095 million, total liabilities of HKD 56.590 million, and total equity of HKD 17.505 million, a significant decrease from HKD 34.444 million in the prior year [Consolidated Statement of Changes in Equity](index=50&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement illustrates the changes in shareholders' equity during the year, with total equity decreasing from HKD 34.444 million at the beginning of the year to HKD 17.505 million at year-end, primarily due to an annual loss of HKD 20.853 million, partially offset by HKD 3.914 million from share placement proceeds [Consolidated Statement of Cash Flows](index=51&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This statement summarizes cash inflows and outflows during the year, with net cash generated from operating activities of HKD 12.681 million, but net cash outflows from investing and financing activities of HKD 10.885 million and HKD 3.598 million respectively, resulting in a net decrease in cash and cash equivalents of HKD 1.802 million to HKD 6.728 million at year-end [Notes to the Consolidated Financial Statements](index=53&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Note 3: Basis of Preparation and Going Concern](index=55&type=section&id=Note%203%3A%20Basis%20of%20Preparation%20and%20Going%20Concern) While the financial statements are prepared on a going concern basis, the note explicitly highlights significant uncertainties faced by the Group, including a net loss of approximately HKD 20.853 million and net current liabilities of HKD 12.468 million as of March 31, 2025, yet directors believe the Group can continue as a going concern through improved business performance and a HKD 20 million loan facility obtained in June 2025 - Despite significant going concern doubts, directors consider the preparation of financial statements on a going concern basis appropriate, based on improvement plans and a newly obtained **HKD 20 million** loan facility[189](index=189&type=chunk)[190](index=190&type=chunk) [Note 6: Revenue and Segment Information](index=70&type=section&id=Note%206%3A%20Revenue%20and%20Segment%20Information) This note details revenue composition and segment performance, identifying aircraft engine stand maintenance and related services as the primary source of revenue and profit, while all catering segments (Chinese, Thai, Malaysian cuisine) recorded losses, and revenue from the largest customer accounted for 66% of total revenue, indicating high customer concentration Segment Revenue and Profit/(Loss) (Year Ended March 31, 2025) | Segment | Revenue (HKD Thousand) | Segment Profit/(Loss) (HKD Thousand) | | :--- | :--- | :--- | | Chinese Cuisine | 8,959 | (1,677) | | Thai Cuisine | 9,699 | (1,981) | | Malaysian Cuisine | 1,251 | (4,537) | | Food Ingredients and Beverages Business | 323 | (860) | | Aircraft Engine Stand Maintenance and Repair Services | 77,531 | 3,165 | - Revenue from Customer A was **HKD 64.143 million**, accounting for **66%** of the Group's total revenue, a significant increase from **HKD 39.372 million** last year[267](index=267&type=chunk) [Note 17: Goodwill](index=88&type=section&id=Note%2017%3A%20Goodwill) This note discloses the goodwill impairment test results, where an annual impairment assessment for the aircraft engine stand maintenance and repair services segment resulted in a HKD 9 million goodwill impairment loss recognized this year, as the recoverable amount was below the carrying value, reducing the net carrying amount of goodwill from HKD 20.722 million to HKD 11.722 million - A goodwill impairment loss of **HKD 9 million** was recognized as the recoverable amount of the aircraft engine stand maintenance and repair services cash-generating unit was below its carrying amount[291](index=291&type=chunk)[293](index=293&type=chunk) [Note 28: Share Capital](index=97&type=section&id=Note%2028%3A%20Share%20Capital) This note explains the changes in share capital during the year, primarily including the completion of a placing of 230,160,000 new shares on December 17, 2024, and a share consolidation (20 shares into 1) implemented on January 3, 2025 - On December 17, 2024, the company completed a placing of **230,160,000** new shares at a price of **HKD 0.017** per share[320](index=320&type=chunk) - On January 3, 2025, the company implemented a share consolidation, combining every **20** shares of HKD 0.01 par value into **1** share of HKD 0.20 par value[320](index=320&type=chunk) [Note 39: Events After Reporting Date](index=116&type=section&id=Note%2039%3A%20Events%20After%20Reporting%20Date) This note reiterates the capital reorganization completed after the reporting period on May 16, 2025, which involved a share consolidation, capital reduction (reducing the par value of each issued consolidated share from HKD 0.20 to HKD 0.0001), and subdivision of authorized but unissued shares - The company completed a capital reorganization on May 16, 2025, which included share consolidation, capital reduction, and share subdivision[374](index=374&type=chunk) [Financial Summary](index=116&type=section&id=Financial%20Summary) This section provides a five-year financial performance and balance sheet summary, indicating fluctuating revenue and significant volatility in profitability, alternating between profit and loss, while total assets remained relatively stable, total liabilities substantially increased in FY2025, leading to shareholder equity dropping to its lowest point in five years Five-Year Financial Summary | Year Ended March 31 (HKD Thousand) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 97,421 | 85,585 | 68,702 | 91,852 | 97,763 | | Profit/(Loss) for the Year | 8,751 | 4,020 | (34,625) | 8,247 | (20,853) | | **Assets and Liabilities** | | | | | | | Total Assets | 100,157 | 96,787 | 85,227 | 69,713 | 74,095 | | Total Liabilities | (61,410) | (53,996) | (71,053) | (35,269) | 56,590 | | Total Equity | 38,747 | 42,791 | 14,174 | 34,444 | 17,505 |