[Chairman's Report](index=6&type=section&id=Chairman%27s%20Report) [Summary of Chairman's Report](index=6&type=section&id=Summary%20of%20Chairman%27s%20Report) The Chairman's Report details the Group's strategic responses to FY2025 challenges, including revenue decline from economic volatility and changing consumer habits, and outlines future growth plans leveraging Greater Bay Area advantages and digital infrastructure - Facing challenges from slow economic recovery and outward consumer spending in Hong Kong, the Group implemented a series of strategies including brand expansion and operational cost control[9](index=9&type=chunk)[11](index=11&type=chunk) Annual Business Performance | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 194.6 million | HKD 208.1 million | -6% | - Looking ahead, the Group anticipates that close ties between Hong Kong and the Greater Bay Area will bring advantages in cost optimization and talent acquisition, planning to drive long-term sustainable growth through value-added services and digital infrastructure development[12](index=12&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=7&type=section&id=Business%20Review) The Group primarily operates four chain bar and restaurant brands—"Pacific Bar," "Form," "Moon Ocean," and "Pacific"—in Hong Kong and Mainland China, with 58 outlets as of March 31, 2025, and four new "Pacific Bar" branches opened this year - As of March 31, 2025, the Group operated 58 bars and restaurants in Hong Kong and Mainland China, having opened four new branches during the year[15](index=15&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) In FY2025, the Group's total revenue decreased by 6.4% to HKD 194 million, primarily due to consumer downgrading in Hong Kong, resulting in a pre-tax loss from a prior-year profit, despite a stable gross profit margin of 73.6%, and leading to impairment losses totaling HKD 11.1 million on property, plant and equipment and right-of-use assets, while staff costs decreased by 4.8% and finance costs increased by 4.2%, with the gearing ratio significantly rising to 1,026% Operating Restaurant and Bar Performance | Metric | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 194.0 million | HKD 207.3 million | -6.4% | | Gross Profit | HKD 142.7 million | HKD 150.9 million | -5.4% | | Gross Profit Margin | 73.6% | 72.8% | +0.8pp | - Due to consumer downgrading and continuous sales decline in Hong Kong, the Group adopted a cautious approach to its bar and restaurant business, recognizing impairment losses of approximately **HKD 4.4 million** on property, plant and equipment and approximately **HKD 6.7 million** on right-of-use assets this year[24](index=24&type=chunk) Total Asset Impairment Provision | Asset Category | Impairment Provision Amount (HKD '000) | | :--- | :--- | | Property, Plant and Equipment | 4,443 | | Right-of-Use Assets | 6,680 | | **Total** | **11,123** | Liquidity and Capital Structure | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 2.0 million | HKD 2.1 million | | Bank Borrowings | HKD 54.5 million | HKD 51.7 million | | Gearing Ratio | 1,026% | 458% | [Outlook](index=13&type=section&id=Outlook) Looking ahead, the Group will continue to focus on its core bar business, leveraging its four existing brands to target the mass market and further expand its market share in Hong Kong, with management confident in the business outlook and planning continued network expansion in the coming year - The Group plans to maintain its existing brand strategy, focusing on the mass market, and intends to further expand its business network in the coming year[51](index=51&type=chunk) [Biographies of Directors and Senior Management](index=14&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) [Summary of Biographies of Directors and Senior Management](index=14&type=section&id=Summary%20of%20Biographies%20of%20Directors%20and%20Senior%20Management) This section details the personal resumes, professional backgrounds, and industry experience of the company's executive directors, non-executive directors, independent non-executive directors, and senior management, noting the family relationships among board members, such as Executive Director Ms. Chan Ching being the aunt of Non-Executive Director Ms. Chan Tsz Kiu and Executive Director Ms. Chan Tsz Tung, who are sisters - Ms. Chan Ching was appointed Chairman of the Board and Chief Executive Officer on January 28, 2025[52](index=52&type=chunk) - Significant family relationships exist among board members: Ms. Chan Ching (Chairman and CEO) is the aunt of Ms. Chan Tsz Tung (Executive Director) and Ms. Chan Tsz Kiu (Non-Executive Director), who are sisters[53](index=53&type=chunk)[55](index=55&type=chunk) [Corporate Governance Report](index=17&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=17&type=section&id=Corporate%20Governance%20Practices) During the reporting period, the company complied with all applicable code provisions of the GEM Listing Rules' Corporate Governance Code, with one deviation: the roles of Chairman and Chief Executive Officer are not segregated, both held by Ms. Chan Ching, which the Board believes ensures leadership consistency and effective strategy implementation, and will continue to review its effectiveness - The company deviated from the Corporate Governance Code's provision requiring separation of Chairman and Chief Executive Officer roles, with Ms. Chan Ching currently holding both positions, which the Board believes helps ensure leadership consistency and efficient strategy execution[66](index=66&type=chunk) [Board and Committees](index=17&type=section&id=Board%20and%20Committees) The Board comprises six directors, including three independent non-executive directors, accounting for 50% and meeting independence requirements, with Audit, Remuneration, and Nomination Committees established under the Board, all chaired by independent non-executive directors, who held multiple meetings during the reporting period to fulfill responsibilities such as reviewing financial statements, assessing remuneration, evaluating director independence, and nominating the new Chairman, while the company also adopted a Board Diversity Policy, achieving 50% female director representation - The Board comprises six directors, including three independent non-executive directors, accounting for **50%**, exceeding the GEM Listing Rules' requirements[69](index=69&type=chunk) - The company adopted a Board Diversity Policy, with female directors accounting for **50%** (three out of six directors) as of March 31, 2025, a relatively high level[95](index=95&type=chunk) - The Audit Committee reviewed the annual financial statements and made recommendations to the Board regarding the appointment of auditors and internal controls[98](index=98&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - The Nomination Committee reviewed the Board's composition this year and recommended the appointment of Ms. Chan Ching as the new Chairman[93](index=93&type=chunk) [Internal Control and Risk Management](index=28&type=section&id=Internal%20Control%20and%20Risk%20Management) The Board bears ultimate responsibility for the Group's risk management and internal control systems, regularly reviewing their effectiveness, with the Audit Committee assisting in overseeing system implementation and having jointly reviewed relevant systems with an independent internal audit service provider this year, finding no significant issues, and the Group has engaged an independent professional consultant for annual review of risk management and internal control systems, which the Board is satisfied adequately meet business needs - The Board is fully responsible for risk management and internal control systems, having engaged an independent professional consultant for annual review, and the Audit Committee also conducted a review, finding no material issues[108](index=108&type=chunk) [Directors' Responsibilities for Financial Statements](index=28&type=section&id=Directors%27%20Responsibilities%20for%20Financial%20Statements) The Directors acknowledge their responsibility for preparing the financial statements, noting that as of March 31, 2025, the Group's current liabilities exceeded current assets by HKD 96.642 million and a bank borrowing covenant of HKD 41.75 million was breached; despite the independent auditor's emphasis of a "material uncertainty related to going concern" in their report, the Directors consider the going concern basis appropriate given plans to improve liquidity and financial support from the major shareholder - As of March 31, 2025, the Group's current liabilities exceeded current assets by **HKD 96.642 million**, and a bank borrowing covenant amounting to **HKD 41.75 million** was breached[106](index=106&type=chunk) - Despite significant uncertainties that may cast substantial doubt on the ability to continue as a going concern, the Directors believe that preparing the financial statements on a going concern basis is appropriate, based on a series of improvement measures and shareholder support[106](index=106&type=chunk)[107](index=107&type=chunk) [Directors' Report](index=31&type=section&id=Directors%27%20Report) [Key Risks and Uncertainties](index=31&type=section&id=Key%20Risks%20and%20Uncertainties) The Board identified several key risks that could significantly impact the Group's operations, including the inability to obtain or renew critical licenses (such as liquor licenses), failure to renew property leases on favorable terms, reliance on key suppliers, rising alcohol and labor costs, and dependence on key employees - The Group's primary operational risks include license renewal, lease negotiations, supplier reliance, rising costs, and loss of key personnel[124](index=124&type=chunk) [Results and Dividends](index=32&type=section&id=Results%20and%20Dividends) The Group's performance for the current year is detailed in the consolidated statement of profit or loss, and the Board has resolved not to recommend any final dividend for the year, consistent with the previous year - The Board resolved not to recommend a final dividend for the financial year ended March 31, 2025[127](index=127&type=chunk) [Disclosure of Interests](index=34&type=section&id=Disclosure%20of%20Interests) As of March 31, 2025, Moment to Moment Company Limited held approximately 49.62% of the company's shares, serving as the major controlling shareholder, a company wholly owned by Harneys Trustees Limited as trustee of the Pacific Bar Trust, with Ms. Chan Tsz Kiu, Ms. Chan Tsz Tung, Ms. Chan Ching, and Ms. Tse deemed to have interests in these shares due to their roles (beneficiaries or protectors) in the trust Directors' and Major Shareholders' Interests in Shares | Name/Entity | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Moment to Moment | Beneficial Owner | 431,543,700 | 49.62% | | Harneys | Trustee | 431,543,700 | 49.62% | | Ms. Chan Tsz Kiu | Trust Beneficiary | 431,543,700 | 49.62% | | Ms. Chan Tsz Tung | Trust Beneficiary | 431,543,700 | 49.62% | | Ms. Chan Ching | Interest in Controlled Corporation | 431,543,700 | 49.62% | [Share Scheme](index=37&type=section&id=Share%20Scheme) The company adopted a new share scheme on September 29, 2023, to incentivize directors and eligible employees, with an authorized limit of 10% of the issued shares on the adoption date, under which 28,896,000 share awards were granted to three directors on September 29, 2023, with 9,632,000 shares vested during the current fiscal year and 19,264,000 shares remaining unvested Share Award Movement (As of March 31, 2025) | Grantee Name | Position | Unvested at Beginning of Period | Vested During the Year | Unvested at End of Period | | :--- | :--- | :--- | :--- | :--- | | Ms. Chan Ching | Executive Director | 9,632,000 | (3,210,666) | 6,421,334 | | Ms. Chan Tsz Tung | Executive Director | 9,632,000 | (3,210,667) | 6,421,333 | | Ms. Chan Tsz Kiu | Non-Executive Director | 9,632,000 | (3,210,667) | 6,421,333 | | **Total** | | **28,896,000** | **(9,632,000)** | **19,264,000** | [Specific Performance Obligations of Controlling Shareholder](index=43&type=section&id=Specific%20Performance%20Obligations%20of%20Controlling%20Shareholder) The Group's existing bank financing includes specific performance obligations requiring controlling shareholder Ms. Chan Tsz Kiu to maintain her status as the sole major shareholder, Ms. Chan Ching to continue as CEO and actively participate in management, and the company's tangible net worth to be maintained at a minimum of HKD 30 million at all times - Existing bank financing includes specific performance clauses requiring the controlling shareholder to maintain their shareholder status, key management stability, and the company's tangible net worth to be no less than **HKD 30 million**[178](index=178&type=chunk) [Environmental, Social and Governance Report](index=46&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Environmental Performance](index=53&type=section&id=Environmental%20Performance) In terms of environmental performance, the Group is committed to reducing its operational impact, with total greenhouse gas emissions of approximately 1,518 tons in FY2024/25, a 5% year-on-year decrease and a significant 10% reduction in emission intensity, while total electricity consumption remained stable with an 8% decrease in per-location density, gas consumption significantly decreased by 27%, and water consumption decreased by 13% year-on-year, demonstrating the Group's ongoing environmental responsibility through green office practices, energy-saving measures, and waste management Greenhouse Gas Emissions | Metric | FY2024/25 | FY2023/24 | YoY Change | | :--- | :--- | :--- | :--- | | Total GHG Emissions | Approx. 1,518 tons | Approx. 1,604 tons | -5% | | GHG Emission Intensity | Approx. 26 tons/location | Approx. 29 tons/location | -10% | Resource Usage | Metric | FY2024/25 | FY2023/24 | YoY Change | | :--- | :--- | :--- | :--- | | Total Electricity Consumption | Approx. 3,542 MWh | Approx. 3,562 MWh | Stable | | Total Gas Consumption | Approx. 450,000 MJ | Approx. 613,000 MJ | -27% | | Total Water Consumption | Approx. 26,316 cubic meters | Approx. 30,091 cubic meters | -13% | [Social Performance](index=59&type=section&id=Social%20Performance) Regarding social responsibility, the Group prioritizes employee well-being, health and safety, and community contributions, with the workforce increasing to 622 persons by year-end, 60% of whom are female, strictly adhering to labor laws, providing equal opportunities, and maintaining an average monthly turnover rate of 6.6%, while reporting 5 work-related injuries, offering onboarding and in-service training, rigorously managing the supply chain, maintaining an anti-corruption whistleblowing policy with no concluded corruption lawsuits during the year, and engaging in community investment through entrepreneurship programs and charitable services Employee Profile (As of March 31, 2025) | Category | Data | | :--- | :--- | | Total Employees | 622 persons (2024: 564 persons) | | Gender Ratio (Male:Female) | 40% : 60% | | Average Monthly Turnover Rate | 6.6% (2024: 4.7%) | - This fiscal year, **5 cases** of work-related injuries were reported, resulting in approximately **1,700 workdays** lost, with no work-related fatalities[243](index=243&type=chunk) - The Group strictly adheres to anti-corruption regulations, with no concluded corruption lawsuits against the Group or its employees during the year[262](index=262&type=chunk) - The Group continues to promote community investment, including an entrepreneurship program to help aspiring business owners open stores, and organized employee participation in charitable services, totaling approximately **600 hours**[264](index=264&type=chunk) [Independent Auditor's Report](index=68&type=section&id=Independent%20Auditor%27s%20Report) [Summary of Independent Auditor's Report](index=68&type=section&id=Summary%20of%20Independent%20Auditor%27s%20Report) Independent auditor BDO Limited issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, deeming them to present a true and fair view of the Group's financial position and performance, but included an emphasis of matter paragraph on "material uncertainty related to going concern," highlighting that the Group's current liabilities exceeded current assets and a bank borrowing covenant was breached, which may cast significant doubt on the Group's ability to continue as a going concern, and also listed the impairment assessment of property, plant and equipment and right-of-use assets as a key audit matter - The auditor issued an unmodified opinion but specifically drew attention to a "material uncertainty related to going concern"[265](index=265&type=chunk)[267](index=267&type=chunk) - The material uncertainty primarily stems from the Group's current liabilities exceeding current assets by **HKD 96.642 million** as of March 31, 2025, and the breach of a bank borrowing covenant amounting to **HKD 41.75 million**[267](index=267&type=chunk) - A key audit matter was the "impairment of property, plant and equipment and right-of-use assets," as determining their recoverable amounts involves significant management judgment and estimation uncertainty[269](index=269&type=chunk) [Consolidated Financial Statements](index=73&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=73&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue was HKD 194.6 million, a 6.5% decrease from HKD 208.1 million in the previous year, resulting in a pre-tax loss of HKD 18.234 million, compared to a pre-tax profit of HKD 0.623 million in the prior year, due to significant asset impairment losses and fair value losses on investment properties, leading to a net loss of HKD 18.047 million, versus a net profit of HKD 0.791 million in the previous year Annual Performance Summary | Metric (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 194,640 | 208,085 | | (Loss)/Profit Before Income Tax | (18,234) | 623 | | (Loss)/Profit for the Year | (18,047) | 791 | | (Loss)/Profit Attributable to Owners of the Company | (17,777) | 604 | [Consolidated Statement of Financial Position](index=74&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HKD 156.1 million, a 15% decrease from HKD 183.8 million in the previous year, while total liabilities were HKD 143.9 million, slightly lower than HKD 154.5 million in the previous year, and net assets significantly decreased by 58% to HKD 12.234 million, with net current liabilities expanding from HKD 94.924 million to HKD 96.642 million Financial Position Summary | Metric (HKD '000) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 139,745 | 167,439 | | Current Assets | 16,354 | 16,399 | | **Total Assets** | **156,099** | **183,838** | | Current Liabilities | 112,996 | 111,323 | | Non-current Liabilities | 30,869 | 43,153 | | **Total Liabilities** | **143,865** | **154,476** | | **Net Assets** | **12,234** | **29,362** | [Consolidated Statement of Cash Flows](index=77&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2025, the Group generated net cash from operating activities of HKD 49.585 million, a decrease from HKD 57.649 million in the previous year, with net cash outflow from investing activities of HKD 9.122 million primarily for purchasing property, plant and equipment, and net cash outflow from financing activities of HKD 38.893 million mainly for repaying bank borrowings and lease liabilities, resulting in cash and cash equivalents of HKD 0.752 million at year-end Cash Flow Summary | Metric (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 49,585 | 57,649 | | Net Cash Used in Investing Activities | (9,122) | (11,831) | | Net Cash Used in Financing Activities | (38,893) | (45,804) | | Cash and Cash Equivalents at Year-End | 752 | (869) | [Notes to the Consolidated Financial Statements](index=79&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Note 3.2: Going Concern Assumption](index=83&type=section&id=Note%203.2%3A%20Going%20Concern%20Assumption) This note details the management's basis for adopting the going concern assumption despite the Group's current liabilities exceeding current assets by HKD 96.642 million and a bank borrowing covenant of HKD 41.75 million being breached, outlining management's plans including communication with banks for rectification by June 19, 2026, potential asset sales, application for additional SME financing, and financial support commitments from the major shareholder, based on which the Directors believe the Group has sufficient working capital - To address liquidity pressure and default issues, management has formulated multiple measures, including reaching agreements with banks, preparing asset sale plans, and securing financial support commitments from the major shareholder[299](index=299&type=chunk)[301](index=301&type=chunk) [Note 21: Bank Borrowings](index=128&type=section&id=Note%2021%3A%20Bank%20Borrowings) As of March 31, 2025, the Group's total bank borrowings amounted to HKD 54.503 million, with the note disclosing that the Group failed to comply with certain bank financing covenants requiring tangible net worth to be maintained above HKD 30 million, involving total defaulted bank borrowings of HKD 41.75 million at the reporting period end, for which the relevant bank subsequently agreed to grant the Group a grace period until June 19, 2026, or earlier to rectify the non-compliance - The Group failed to comply with bank financing covenants requiring tangible net worth to be no less than **HKD 30 million**, with total defaulted borrowings amounting to **HKD 41.75 million**[447](index=447&type=chunk) - Subsequent to the reporting period, the bank agreed to grant a grace period, requiring the Group to rectify the default by June 19, 2026, or earlier[448](index=448&type=chunk) [Note 25: Impairment Assessment of Property, Plant and Equipment and Right-of-Use Assets](index=131&type=section&id=Note%2025%3A%20Impairment%20Assessment%20of%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) Due to underperforming bar and restaurant operations, management conducted an impairment assessment of property, plant and equipment and right-of-use assets, based on value-in-use calculations using cash flow forecasts from management-approved financial budgets and a pre-tax discount rate of 11.7%, which revealed that the recoverable amounts of certain cash-generating units were below their carrying values, leading to the recognition of impairment losses of HKD 4.443 million for property, plant and equipment and HKD 6.68 million for right-of-use assets, respectively - Based on underperforming store operations, the Group recognized total asset impairment losses of **HKD 11.123 million**[456](index=456&type=chunk)[457](index=457&type=chunk) - Key assumptions in the impairment test included cash flow forecasts based on financial budgets and a pre-tax discount rate of **11.7%**[456](index=456&type=chunk) [Five-Year Financial Summary](index=145&type=section&id=Five-Year%20Financial%20Summary) [Summary of Five-Year Financial Summary](index=145&type=section&id=Summary%20of%20Five-Year%20Financial%20Summary) The Five-Year Financial Summary presents the Group's key performance and financial position from FY2021 to FY2025, showing that revenue significantly recovered in FY2023 and FY2024 but declined in FY2025, while profitability saw the Group return to profit in FY2023 after two years of losses, only to record a substantial loss again in FY2025, and net assets significantly decreased to a five-year low in FY2025 Five-Year Performance Trends (HKD '000) | Fiscal Year | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 57,839 | 95,733 | 174,933 | 208,085 | 194,640 | | Profit (Loss) for the Year | (38,445) | (10,450) | 10,910 | 791 | (18,047) | | Total Assets | 160,925 | 196,039 | 204,263 | 183,838 | 156,099 | | Total Liabilities | (133,524) | (179,088) | (176,402) | (154,476) | (143,865) | | Total Equity | 27,401 | 16,951 | 27,861 | 29,362 | 12,234 |

[Financial Highlights](index=2&type=section&id=Financial%20Highlights) [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) In FY2025, the Group turned from profit to loss, recording a net loss of HKD 18.05 million, compared to a profit of HKD 0.79 million in the prior year, primarily due to decreased revenue, asset impairment losses, and fair value losses on investment properties, resulting in a basic loss per share of 2.06 HK cents | Metric | 2025 (HKD '000) | 2024 (HKD '000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 194,640 | 208,085 | -6.5% | | Loss/Profit Before Income Tax | (18,234) | 623 | Turned from Profit to Loss | | Loss/Profit for the Year | (18,047) | 791 | Turned from Profit to Loss | | Loss/Profit Attributable to Owners of the Company | (17,777) | 604 | Turned from Profit to Loss | | Basic Loss/Earnings Per Share (HK cents) | (2.06) | 0.07 | Turned from Profit to Loss | - This year, impairment losses of **HKD 4.44 million** on property, plant and equipment and **HKD 6.68 million** on right-of-use assets were recorded, with no such losses in the prior year[4](index=4&type=chunk) - Fair value losses on investment properties expanded from **HKD 1.08 million** last year to **HKD 2.70 million** this year[4](index=4&type=chunk) [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's financial position significantly deteriorated, with total assets decreasing by 15.1% to HKD 156.099 million and net assets sharply declining by 58.3% to HKD 12.234 million, while net current liabilities expanded to HKD 96.642 million, indicating severe liquidity pressure | Metric | 2025 (HKD '000) | 2024 (HKD '000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Assets | 156,099 | 183,838 | -15.1% | | Total Liabilities | 143,865 | 154,476 | -6.9% | | Net Assets | 12,234 | 29,362 | -58.3% | | Net Current Liabilities | (96,642) | (94,924) | +1.8% | - Non-current assets decreased from **HKD 167 million** to **HKD 140 million**, primarily due to a reduction in the carrying values of right-of-use assets, property, plant and equipment, and investment properties[6](index=6&type=chunk) - Bank borrowings increased from **HKD 51.75 million** to **HKD 54.50 million**, increasing the Group's debt burden[6](index=6&type=chunk) [Management Discussion and Analysis](index=23&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Financial Review](index=23&type=section&id=Business%20and%20Financial%20Review) This year, the Group's total revenue decreased by 6.4% to HKD 194 million, primarily due to reduced income from the core bar and restaurant business driven by consumption downgrade in Hong Kong, while significant asset impairment provisions totaling approximately HKD 11.1 million were recognized due to a cautious business outlook, leading to the company's turn from profit to loss, despite opening four new bars in Hong Kong and Mainland China - The Group operates **58 bars and restaurants** in Hong Kong and Mainland China, with **four new 'Pacific Bar' outlets** opened this year[47](index=47&type=chunk) - Revenue from operating restaurants and bars decreased by **6.4%** year-on-year to **HKD 194 million**, primarily due to consumption downgrade in Hong Kong[48](index=48&type=chunk) - Due to negative impacts such as the trend of Hong Kong residents spending in Mainland China, the Group recognized impairment losses of approximately **HKD 4.4 million** on property, plant and equipment and approximately **HKD 6.7 million** on right-of-use assets for the 'Bar and Restaurant' segment[56](index=56&type=chunk) - Staff costs decreased by **4.8%** year-on-year to **HKD 65.7 million**, mainly due to reduced part-time staff hours following decreased sales[51](index=51&type=chunk) [Segment Information](index=8&type=section&id=Segment%20Information) The Group's business is divided into 'Bar and Restaurant Operations' and 'Property Investment' segments, with the core bar and restaurant segment experiencing revenue decline and turning from profit to a loss of HKD 12.71 million, while the property investment segment's loss expanded, and geographically, Hong Kong remains the primary revenue source with a 7.0% year-on-year decrease, though Mainland China's revenue, despite a low base, grew significantly Performance by Business Segment | Business Segment | 2025 Segment Results (HKD '000) | 2024 Segment Results (HKD '000) | | :--- | :--- | :--- | | Bar and Restaurant Operations | (12,708) | 4,040 | | Property Investment | (2,906) | (430) | Revenue from External Customers by Geographical Region | Region | 2025 Revenue (HKD '000) | 2024 Revenue (HKD '000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Hong Kong | 193,589 | 208,030 | -7.0% | | Mainland China | 1,051 | 55 | +1810.9% | - Revenue from the Bar and Restaurant Operations segment primarily derived from sales of food, beverages, and snacks, with this portion of revenue decreasing from **HKD 203 million** to **HKD 189 million**[26](index=26&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=27&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group's liquidity position is extremely tight, with the gearing ratio sharply increasing from 458% to 1,026%, indicating very high financial leverage and repayment risk, while cash and cash equivalents remained low at HKD 2 million and bank borrowings increased to HKD 54.5 million, with operating cash flow and bank borrowings being the primary funding sources | Metric | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Cash and Cash Equivalents | HKD 2.0 million | HKD 2.1 million | | Bank Borrowings | HKD 54.5 million | HKD 51.7 million | | Gearing Ratio | 1,026% | 458% | - Gearing ratio is defined as net debt divided by total equity[69](index=69&type=chunk) - The Group had **HKD 2.7 million** in unutilized bank credit facilities, compared to zero in the prior year[67](index=67&type=chunk) [Future Prospects](index=28&type=section&id=Future%20Prospects) Despite current underperformance, management remains confident in business prospects and plans to continue expanding the business network in the coming year, maintaining its core bar business and existing brand strategy, focusing on the mass market to increase market share in Hong Kong - The Group will maintain its core bar business and existing brand strategy, aiming to increase its market share in Hong Kong[71](index=71&type=chunk) - Management remains confident in the business and plans to further expand the business network in the coming year[71](index=71&type=chunk) [Significant Risks and Auditor's Opinion](index=7&type=section&id=Significant%20Risks%20and%20Auditor%27s%20Opinion) [Material Uncertainty Related to Going Concern](index=7&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor explicitly highlighted 'material uncertainty related to going concern' in the report, primarily due to the Group's current liabilities exceeding current assets by HKD 96.64 million and a breach of bank borrowing covenants amounting to HKD 41.75 million at the reporting period end, which cast significant doubt on the Group's ability to continue as a going concern, prompting management to devise countermeasures including bank negotiations, asset disposals if necessary, and seeking shareholder financial support - The auditor's report highlighted that as of March 31, 2025, the Group's current liabilities exceeded current assets by **HKD 96.64 million**, and it breached bank borrowing covenants amounting to **HKD 41.75 million**, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[14](index=14&type=chunk)[84](index=84&type=chunk) - Management's response plan includes communicating with banks and obtaining approval to rectify the default by June 19, 2026; selling properties if necessary to repay loans; and applying for additional loans under the SME Financing Guarantee Scheme[14](index=14&type=chunk) - Mr. Chan, a related party of the Group's major shareholder, has committed to providing financial support to the Group to ensure it can meet its financial obligations as they fall due[15](index=15&type=chunk) [Corporate Governance and Other Information](index=21&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Share Scheme](index=21&type=section&id=Share%20Scheme) The company adopted a new share scheme in September 2023, granting a total of 28,896,000 award shares to three directors at zero consideration, with these shares vesting in tranches over three years, and as of March 31, 2025, 19,264,000 shares remained unvested - On September 29, 2023, the company granted a total of **28,896,000 award shares** to three directors (Ms. Chan Ching, Ms. Chan Tsz Tung, and Ms. Chan Tsz Kiu) at zero consideration[45](index=45&type=chunk)[73](index=73&type=chunk) - The award shares vest in three tranches and become unconditional upon vesting; as of March 31, 2025, **19,264,000 shares** remained unvested, representing **2.22%** of the issued shares[45](index=45&type=chunk)[74](index=74&type=chunk) - Share-based payment expenses related to share awards amounted to **HKD 1.04 million** during the current year[45](index=45&type=chunk) [Corporate Governance Code](index=30&type=section&id=Corporate%20Governance%20Code) The company complied with most provisions of the Corporate Governance Code during the year, with one deviation: the roles of Chairman and Chief Executive Officer are not separated, both held by Ms. Chan Ching, which the Board believes ensures leadership consistency and efficient strategy execution - The company deviated from Corporate Governance Code provision C.2.1, where the roles of Chairman and Chief Executive Officer are both held by Ms. Chan Ching[78](index=78&type=chunk) [Dividend](index=17&type=section&id=Dividend) The Board has decided not to recommend any dividend payment for the year ended March 31, 2025, consistent with the prior year - The Board did not recommend any dividend payment for the current year (2024: nil)[33](index=33&type=chunk)[62](index=62&type=chunk)

Company Overview - Pacific Bar Group Holdings Limited was founded in 1999 and has developed into an essential part of the Hong Kong community, aiming to "bring joy to everyone" [3] - The company offers a variety of quality beverages, including cocktails, wines, and spirits, providing a modern entertainment experience [3] - Pacific Bar is committed to creating a unique and enjoyable experience for customers through carefully prepared drinks and attentive service [3] Financial Performance - As of September 30, 2024, Pacific Bar reported total revenue of 88.44 million yuan, a year-on-year decrease of 9.99% [2] - The company experienced a net profit of -1.93 million yuan, representing a significant year-on-year decline of 275.37% [2] - The gross profit margin stood at 74.56%, while the debt-to-asset ratio was 85.4% [2] Stock Performance - Over the past month, Pacific Bar's stock has seen a cumulative decline of 20%, and a year-to-date decline of 46.15%, underperforming the Hang Seng Index, which has increased by 6.77% [2] - The stock closed at 0.03 HKD per share, with a trading volume of 180,000 shares and a turnover of 5,340 HKD, reflecting a volatility of 3.57% [1] Industry Valuation - Currently, there are no institutional investment ratings for Pacific Bar [3] - The average price-to-earnings (P/E) ratio for the tourism and leisure facilities industry is 36.33 times, with a median of -0.66 times [3] - Pacific Bar's P/E ratio is -8.82 times, ranking 75th in the industry [3]

Revenue and Profitability - Revenue for the six months ended September 30, 2024, was HKD 98,072,000, a decrease of 10% compared to HKD 108,960,000 for the same period in 2023[12] - For the six months ended September 30, 2024, the total revenue from external customers was HKD 98,702,000, with bar and restaurant operations contributing HKD 97,785,000 and property investment contributing HKD 287,000[61] - Revenue from external customers for the six months ended September 30, 2024, was HKD 108,960,000, a decrease of 8.8% compared to HKD 119,220,000 for the same period in 2023[69] - Revenue from bar and restaurant operations was HKD 108,564,000 for the six months ended September 30, 2024, down from HKD 106,308,000 in the previous period, reflecting a decline of 2.1%[91] - The group reported a loss before tax of HKD 2,386,000, compared to a profit of HKD 1,733,000 in the previous year[12] - The net loss for the period was HKD 2,143,000, compared to a profit of HKD 1,637,000 for the same period last year[12] - Basic and diluted loss per share was HKD 0.25, compared to earnings of HKD 0.14 per share in the prior year[12] - The group reported a cumulative loss of HKD 42,509,000 as of September 30, 2024[61] Costs and Expenses - The cost of goods sold was HKD 24,953,000, down from HKD 29,837,000, reflecting a 16% reduction[12] - Total employee costs decreased to HKD 32,415,000 from HKD 35,237,000, representing a reduction of approximately 8%[105] - Other operating expenses decreased by 2.4% to HKD 13.8 million from HKD 14.1 million in the previous period, attributed to a reduction in variable costs directly related to the decline in sales revenue[147] - Financing costs increased to HKD 2,563,000 from HKD 2,460,000, reflecting a 4% rise[12] - The gross profit from restaurant and bar operations for the period was HKD 72.8 million, a decrease of 7.5% compared to HKD 78.7 million in the previous period, with a stable gross margin of 74.5%[165] Assets and Liabilities - The group’s current liabilities exceeded current assets by HKD 95,808,000 as of September 30, 2024[25] - Total liabilities increased to HKD 163,705,000, up 6.5% from HKD 154,476,000[28] - As of September 30, 2024, total assets amounted to HKD 191,698,000, an increase of 4.7% from HKD 183,838,000 as of March 31, 2024[28] - Non-current assets totaled HKD 171,787,000, reflecting a growth of 2.0% from HKD 167,439,000[28] - Current assets increased to HKD 19,911,000, up 21.0% from HKD 16,399,000[28] - Cash and cash equivalents rose to HKD 3,463,000, a significant increase of 64.4% compared to HKD 2,107,000[28] - The company reported a net asset value of HKD 27,993,000, down 4.6% from HKD 29,362,000[28] Financial Position and Going Concern - The group violated bank loan covenants amounting to HKD 41,583,000 as of September 30, 2024, raising significant doubt about its ability to continue as a going concern[25] - The group has a bank loan of HKD 41,583,000, with management expecting to maintain the same level of bank financing[58] - The group’s tangible net worth decreased to below HKD 30,000,000, resulting in a breach of covenant, which has been communicated with the bank[133] - The group plans to apply for additional loans under the SME Financing Guarantee Scheme provided by the Hong Kong government[78] Operational Developments - The company has initiated new product and technology development, although specific details were not disclosed in the provided content[43] - The group plans to continue expanding its bar and restaurant operations in Hong Kong and mainland China[52] - The company opened two new bars under the "Pacific Bar" brand in Huizhou and Guangzhou, targeting different customer segments[164] - The group operates 56 bars/restaurants under various brands in Hong Kong and mainland China as of September 30, 2024[143] - The group operates 56 bars and restaurants under four different brands, targeting the mass market to increase market share in Hong Kong[194] Government Support and Grants - The group received government subsidies of HKD 204,000 under the "Hong Kong Nightlife" local citizen program, down from HKD 281,000 in the previous year[93] - Government grants received amounted to HKD 204,000, down from HKD 281,000, a decrease of about 27.5%[115] Shareholder Information - The company did not declare or propose any dividends during the interim period[98] - The board has resolved not to declare a dividend for the period, consistent with the previous period[150] - The company has issued 19,264,000 unvested shares as of September 30, 2024, representing 2.24% of the total issued shares, down from 3.36% as of March 31, 2024[159] - As of September 30, 2024, the total number of unvested share awards under the share plan was 57,104,000[199] - The group adopted a new share plan on September 29, 2023, allowing for share awards to be granted to directors and employees[194] Training and Development - The group provided regular internal training to employees to enhance their knowledge and skills[189]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 98,072,000, a decrease of 10.5% from HKD 108,960,000 for the same period in 2023[3] - The group reported a loss of HKD 2,143,000 for the period, compared to a profit of HKD 1,637,000 in the previous year, representing a significant decline[3] - Basic and diluted loss per share for the period was HKD (0.25), compared to earnings of HKD 0.14 per share in the prior year[5] - The group’s operating loss for the six months ended September 30, 2024, was HKD 1,146,000, compared to a profit of HKD 2,930,000 for the same period in 2023, indicating a significant decline in performance[24][27] - The gross profit for the same period was HKD 72.8 million, down from HKD 78.7 million in the previous period, representing a decrease of 7.5%[65] - The gross profit margin for the period was 74.5%, compared to 72.5% in the previous period, indicating a stable level[65] Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 191,698,000, an increase from HKD 183,838,000 as of March 31, 2024[7] - Non-current assets increased to HKD 171,787,000 from HKD 167,439,000, driven by a rise in right-of-use assets[7] - Current liabilities totaled HKD 115,719,000, up from HKD 111,323,000, reflecting increased financial obligations[7] - The group’s net assets decreased to HKD 27,993,000 from HKD 29,362,000, indicating a decline in equity[9] - As of September 30, 2024, the group's current liabilities exceeded current assets by HKD 95,808,000, raising concerns about liquidity[18] - The group has communicated with banks regarding a breach of covenant on bank borrowings amounting to HKD 41,583,000, and the bank has agreed to allow the group to rectify this by May 17, 2025[18] Revenue Sources - The group reported external customer revenue of HKD 98,072,000 for the six months ended September 30, 2024, compared to HKD 108,960,000 for the same period in 2023, representing a decrease of approximately 10%[24][27] - The group’s total revenue from the bar and restaurant segment was HKD 97,785,000 for the six months ended September 30, 2024, down from HKD 108,564,000 in the previous year[24][27] - Revenue from bar and restaurant operations for the six months ended September 30, 2024, was HKD 97,785,000, a decrease of 10% compared to HKD 108,564,000 for the same period in 2023[37] - Revenue from external customers in Hong Kong was HKD 97,834,000 for the six months ended September 30, 2024, down from HKD 108,960,000 in the same period of 2023, a decrease of 10.2%[35] Operational Developments - The company continues to operate under its established brands, including "Pacific Bar" and "Moon Ocean," focusing on bar and restaurant operations in Hong Kong and mainland China[12] - The company opened two new bars under the "Pacific Bar" brand in Huizhou and Guangzhou, China, expanding its presence in the region[64] - As of September 30, 2024, the company operated a total of 56 bars/restaurants across Hong Kong and mainland China[64] Financing and Cash Flow - The group plans to apply for additional loans under the SME Financing Guarantee Scheme provided by the Hong Kong government, which offers 80% guarantees[18] - The group anticipates maintaining its bank loan financing levels while potentially selling properties to repay bank borrowings if necessary[18] - The group’s management has prepared cash flow forecasts covering a 12-month period to assess the appropriateness of using the going concern basis for preparing financial statements[19] - Cash and cash equivalents increased to HKD 3.5 million from HKD 2.1 million, while bank borrowings rose to HKD 55.8 million from HKD 51.7 million[86] - The debt-to-equity ratio increased to 511% from 458%[86] Employee and Operational Costs - The total employee costs for the period were HKD 32.415 million, down from HKD 35.237 million in the previous period[49] - Employee costs decreased by 8.0% to HKD 32.4 million from HKD 35.2 million, attributed to reduced part-time employee hours due to lower sales[69] - Operating lease payments and related expenses rose by 17.4% to HKD 4.5 million from HKD 3.9 million, mainly due to the expansion of bars and restaurants[72] Share Incentive Plan - A total of 9,632,000 shares were granted as part of the share incentive plan during the period[100] - The fair value of the share incentive granted on the grant date was HKD 0.081 per share[100] - The weighted average closing price of shares prior to the vesting date was HKD 0.06[100] - As of April 1, 2024, the total number of reward shares available for grant under the share plan is 57,104,000[102] - The share rewards will vest in three tranches over 36 months[97] - The share rewards are not subject to any performance targets[99] Other Income and Expenses - The company reported a government grant of HKD 204,000 for the six months ended September 30, 2024, down from HKD 281,000 in the same period of 2023, representing a decrease of 27.5%[40] - Other income increased by 4.3% to HKD 3.6 million from HKD 3.5 million, primarily due to increased sponsorship revenue[67] - Financing costs totaled HKD 2,563,000 for the six months ended September 30, 2024, slightly higher than HKD 2,460,000 for the same period in 2023, indicating a rise of 4.2%[42] Compliance and Governance - The company has complied with all applicable corporate governance codes during the reporting period[103] - There have been no significant subsequent events after the reporting period[108]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 98,072,000, a decrease of 10.5% from HKD 108,960,000 for the same period in 2023[3] - The net loss for the period was HKD 2,143,000 compared to a profit of HKD 1,637,000 in the previous year, indicating a significant decline in profitability[3] - Basic and diluted loss per share was HKD 0.25, compared to earnings of HKD 0.14 per share in the prior year[5] - The group reported external customer revenue of HKD 98,072,000 for the six months ended September 30, 2024, a decrease from HKD 108,960,000 in the same period of 2023, representing a decline of approximately 10.4%[24] - The group's operating loss for the six months ended September 30, 2024, was HKD 1,146,000, compared to a profit of HKD 2,930,000 for the same period in 2023, indicating a significant downturn in performance[24][27] - The company reported a total comprehensive loss of HKD 2,084,000 for the period, compared to a comprehensive income of HKD 1,637,000 in the previous year[5] - The group recorded a loss before tax of HKD 2,386,000 for the six months ended September 30, 2024, compared to a profit before tax of HKD 1,733,000 for the same period in 2023[24][26] Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 191,698,000, an increase from HKD 183,838,000 as of March 31, 2024[7] - Current liabilities totaled HKD 115,719,000, up from HKD 111,323,000 at the end of the previous fiscal year[7] - Non-current assets increased to HKD 171,787,000 from HKD 167,439,000, showing growth in long-term investments[7] - As of September 30, 2024, the group's current liabilities exceeded current assets by HKD 95,808,000, raising concerns about liquidity[18] - Total reportable segment assets as of September 30, 2024, amounted to HKD 183,838,000, with liabilities totaling HKD 154,476,000, resulting in a net asset value of HKD 29,362,000[29] - The total employee costs for the period were HKD 32.415 million, down from HKD 35.237 million in the previous period[49] - Trade receivables as of September 30, 2024, were HKD 1.286 million, a decrease from HKD 2.568 million as of March 31, 2024[57] Financing and Liquidity - The group has communicated with banks regarding a breach of covenant on bank borrowings amounting to HKD 41,583,000, and the bank has agreed to allow the group to rectify this by May 17, 2025[18] - The group plans to apply for additional loans under the SME Financing Guarantee Scheme provided by the Hong Kong government, which offers 80% guarantees[18] - The group has implemented measures to improve liquidity, including potential asset sales to repay bank loans and fund operations[19] - The group’s management is optimistic about maintaining the same level of bank financing despite current challenges, based on their cash flow forecasts[19] - Cash and cash equivalents increased to HKD 3.5 million from HKD 2.1 million, while bank borrowings rose to HKD 55.8 million from HKD 51.7 million[86] - The debt-to-equity ratio increased to 511% from 458%[86] Operational Highlights - The company continues to operate under its brands "Pacific Bar," "Shape," "Moon Ocean," and "Pacific" in Hong Kong and mainland China[12] - The company is focused on maintaining its market presence and exploring potential strategies for future growth despite recent financial challenges[12] - As of September 30, 2024, the company operated 56 bars/restaurants in Hong Kong and mainland China, having opened two new bars in Huizhou and Guangzhou under the "Pacific Bar" brand[64] - The company plans to maintain its core bar business and existing brand strategy, aiming to increase market share in Hong Kong[92] - No significant acquisitions or disposals of subsidiaries or joint ventures occurred during the period[85] Revenue Streams - The group’s property investment segment generated revenue of HKD 1,258,000, contributing to the overall revenue of HKD 98,072,000[24] - Revenue from bar and restaurant operations for the six months ended September 30, 2024, was HKD 97,785,000, a decrease of 10% compared to HKD 108,564,000 for the same period in 2023[37] - For the six months ended September 30, 2024, the revenue from operating restaurants and bars was HKD 97.8 million, a decrease of approximately 9.9% compared to HKD 108.6 million for the same period in 2023[65] Expenses and Costs - The cost of goods sold decreased to HKD 24,953,000 from HKD 29,837,000, reflecting a reduction of 16.5%[3] - The total operating expenses included cleaning expenses of HKD 1.696 million and utility expenses of HKD 3.307 million[49] - Financing costs totaled HKD 2,563,000 for the six months ended September 30, 2024, up from HKD 2,460,000 in the same period of 2023, indicating a 4% increase[42] - Employee costs decreased by 8.0% to HKD 32.4 million from HKD 35.2 million, attributed to reduced part-time employee hours due to lower sales[69] - Operating lease payments and related expenses rose by 17.4% to HKD 4.5 million from HKD 3.9 million, mainly due to the expansion of bars and restaurants[72] Shareholder Information - The company did not declare or pay any dividends to ordinary shareholders during the interim period[51] - A total of 9,632,000 shares were granted as part of the share incentive plan during the period[100] - The fair value of the share awards on the grant date was HKD 0.081 per share[100] - The weighted average closing price of the shares immediately before the vesting date was HKD 0.06[100] - The number of reward shares available for grant under the share plan as of September 30, 2024, is 57,104,000[102] - No rewards were granted under the share plan during the period[102] - The share awards will vest in three tranches over 36 months[97] - The share awards are not subject to any performance targets[99] Compliance and Governance - The company has complied with all applicable corporate governance codes during the reporting period[103]

Financial Performance - Depreciation expenses increased to approximately HKD 11.4 million, up 20.6% due to business expansion[3] - Operating lease payments and related expenses rose to HKD 6.5 million, an increase of 48.3% attributed to the increase in the number of restaurants/bars[4] - Financing costs increased to HKD 4.8 million, a rise of 7.1% compared to HKD 4.5 million in the previous year, primarily due to rising borrowing rates[5] - Total assets as of March 31, 2024, amounted to HKD 68.563 million, down from HKD 71.513 million in 2023[8] - The group's capital commitments as of March 31, 2024, were approximately HKD 949,000, down from HKD 2,050,000 in 2023[6] - The group faces various risks, including market risk, credit risk, and liquidity risk, which may impact its financial performance[75] Corporate Governance - The company maintains a focus on corporate governance to ensure effective leadership and transparency[23] - The board has complied with GEM listing rules regarding the appointment of independent non-executive directors[25] - The board has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee to oversee specific areas of the company's affairs[34] - The Remuneration Committee considers various factors including past contributions of grant recipients, their roles, and the overall business performance when determining share awards[35] - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements[46] - The Remuneration Committee is composed of one executive director and three independent non-executive directors, with Mr. Qian serving as the chairman[59] - The board emphasizes the importance of good corporate governance to achieve effective accountability and risk management[44] - The company has established a system for internal controls and risk management to ensure compliance with legal and regulatory requirements[42] - The audit committee is composed of independent non-executive directors, with Mr. Chan serving as the chairman[61] - The company has complied with GEM Listing Rule 5.28, ensuring at least one member of the audit committee has appropriate professional qualifications or accounting expertise[62] Shareholder Engagement - The company has provided channels for shareholders to express opinions and obtain information regarding company matters[92] - The company has established a process for shareholders to request special meetings if the board does not convene within 21 days[90] - The company will seek shareholder approval for any grants exceeding 1% of issued shares within a 12-month period[120] - The company plans to re-elect directors at the 2024 annual general meeting, with no service contracts that require compensation for termination within one year[128] - The company anticipates a suspension of share transfer registration from August 27 to August 30, 2024, to confirm shareholder attendance at the annual general meeting[124] Risk Management - The board is responsible for assessing risks related to environmental, social, and governance factors, establishing effective risk management systems[67] - The company is committed to monitoring risks continuously that could significantly impact its business[122] - The company engages independent professional advisors to conduct annual audits of its risk management and internal control systems[88] Environmental, Social, and Governance (ESG) Practices - The company disclosed its compliance with relevant laws and regulations affecting its environmental, social, and governance practices[96] - The company is committed to implementing sustainable development strategies across all levels, including respect for human rights and support for employees[198] - The group has adopted green office measures to reduce energy and natural resource consumption[190] - The company has maintained a focus on environmental protection through various initiatives[190] - The report covers the period from April 1, 2023, to March 31, 2024, and includes disclosures on environmental, social, and governance practices[199] Share Options and Dividends - The company did not recommend the payment of a final dividend for the year 2023[98] - The company has not granted, exercised, or cancelled any share options under the share option scheme since its adoption date[117] - The company has a share option plan that allows for the issuance of shares not exceeding 30% of the issued share capital[114] - The company has established a limit on the maximum equity that can be granted to each participant under the share option plan[135] - The share plan has a remaining duration of approximately 9 years and 3 months from the adoption date of September 29, 2023[145] - The number of shares granted under the share plan this year, relative to the weighted average number of shares issued, was 0.0336[149] - As of March 31, 2024, the number of rewards available for grant under the share plan is 57,104,000 shares, compared to zero as of April 1, 2023[168] Auditor and Compliance - The company appointed a new auditor, Tianji, effective December 30, 2022, following the resignation of the previous auditor[180] - The company received annual confirmation letters from the covenantors regarding their compliance with the non-competition agreements as of June 2024[184] - The company has adopted the GEM Listing Rules regarding securities trading standards, confirming compliance by all directors for the year[93] - The company disclosed that independent non-executive directors confirmed their independence in accordance with GEM Listing Rules[101] - The company has maintained a public float of at least 25% of its issued shares as per GEM listing rules[182] - The company has complied with GEM listing rules regarding related party transactions, with no significant related party transactions disclosed[150] Employee Welfare - The company has adopted a group hospitalization and personal accident insurance plan for its employees[171] - The company has provided training for directors, with at least 15 hours of relevant professional training completed by a director during the year[94]

Revenue Performance - Revenue from external customers in Hong Kong increased to HKD 208,030,000 in 2024 from HKD 174,933,000 in 2023, representing an increase of approximately 19%[1] - Revenue for the year ended March 31, 2024, was HKD 208,085,000, an increase of 18.9% compared to HKD 174,933,000 in 2023[101] - Total revenue for the bar and restaurant segment was HKD 207,319,000, while property investment revenue was HKD 766,000 for the year ended March 31, 2024[146] - For the year ended March 31, 2024, the operating revenue from bars and restaurants increased to HKD 207,319,000, up from HKD 174,169,000 in 2023, representing a growth of 19.0%[152] - The gross profit from restaurant and bar operations for the year was HKD 150.9 million, an increase of 17.0% compared to HKD 129.0 million in the previous year, with a gross margin of 72.8%[182] Government Subsidies - The group received government subsidies totaling HKD 311,000 in 2024, a significant decrease from HKD 9,153,000 in 2023[2] - The company received government grants totaling HKD 323,000 in 2024, a decrease from HKD 9,153,000 in 2023[166] - Other income for the year was HKD 8.0 million, a decrease of 52.4% from HKD 16.8 million in the previous year, mainly due to a significant reduction in government subsidies received[198] Expenses and Costs - The group's depreciation expenses rose to approximately HKD 11.4 million, an increase of about 20.6% compared to the previous year, primarily due to business expansion[31] - Operating lease payments and related expenses increased by 48.3% to HKD 6.5 million from HKD 4.4 million in the previous year, attributed to an increase in the number of restaurants and bars[32] - Financing costs increased by 7.1% to HKD 4.8 million from HKD 4.5 million in the previous year, mainly due to rising borrowing rates[33] - Employee costs rose to HKD (68,957,000) from HKD (57,254,000), marking an increase of 20.5%[101] - Total employee costs for the year amounted to approximately HKD 69.0 million, an increase of 20.8% from HKD 57.3 million in 2023[46] Financial Position - The group reported a significant uncertainty regarding its ability to continue as a going concern, with current liabilities exceeding current assets by HKD 94.9 million[69] - The debt-to-equity ratio improved to 458% from 564% in the previous year, indicating a stronger financial position[47] - The net current liabilities decreased to HKD (94,924,000) from HKD (98,422,000), indicating an improvement in the company's financial position[98] - The group has no significant foreign exchange risk as all transactions are conducted in HKD[45][58] - The group has no major investments or capital asset additions planned for the year[56] Share Awards and Governance - A total of 28,896,000 share awards were granted to three executive directors under the new share plan adopted on September 29, 2023[61] - The fair value of the share awards granted on September 29, 2023, was HKD 0.081 per share, with a purchase price of zero[75] - The number of share awards available for grant under the share plan as of March 31, 2024, was 57,104,000 shares[78] - The company has adopted a strict code of conduct for directors' securities trading, aligning with GEM Listing Rules[76] - The audit committee, composed of three independent non-executive directors, reviewed the annual performance and internal controls without objection[77] Profitability - The net profit for the year was HKD 791,000, a significant decrease of 92.7% from HKD 10,910,000 in the previous year[101] - Basic and diluted earnings per share decreased to HKD 0.07 from HKD 1.12, a decline of 93.8%[103] - The company reported a net profit attributable to shareholders of HKD 604,000 for the year, a significant decrease from HKD 9,674,000 in 2023[162] - The group reported a pre-tax profit of HKD 623,000 for the year ended March 31, 2024[146] Assets and Liabilities - Total assets decreased to HKD 183,838,000 from HKD 204,263,000, a reduction of 10%[107] - Total liabilities decreased to HKD 154,476,000 from HKD 176,402,000, a decline of 12.4%[109] - The company's equity increased to HKD 29,362,000 from HKD 27,861,000, an increase of 5.4%[109] - Non-current assets decreased to HKD 167,439,000 from HKD 189,743,000, a decline of 11.7%[106] - The fair value of investment properties was approximately HKD 21,500,000 as of March 31, 2024, down from HKD 22,580,000 in 2023[186] Employee and Operational Metrics - As of March 31, 2024, the group operates 54 bars and restaurants under the brands "Pacific Bar," "Shape," "Moon Ocean," and "Pacific" in Hong Kong[37] - As of March 31, 2024, the group had 566 employees, up from 552 employees in 2023[46] - Depreciation expense for right-of-use assets was HKD 38.9 million, up 14.0% from HKD 34.1 million in the previous year, primarily due to business expansion[200]

Financial Position - As of September 30, 2023, the group's current liabilities exceeded current assets by HKD 96,957,000[14] - The group violated bank loan covenants amounting to HKD 42,276,000 as of September 30, 2023[14] - The company has a significant reliance on its ability to continue as a going concern due to the current liabilities exceeding current assets[14] - Total assets as of September 30, 2023, were HKD 199,287,000, a decrease from HKD 204,263,000 as of March 31, 2023[17] - The group's total liabilities as of September 30, 2023, were HKD 169,789,000, compared to HKD 176,402,000 as of March 31, 2023, indicating a reduction of approximately 3.5%[44] - The company’s total equity as of September 30, 2023, was HKD 29,498,000, up from HKD 27,861,000 as of March 31, 2023[17] - The group’s net asset value fell below HKD 30,000,000, leading to discussions with the bank regarding covenant breaches[76] Financial Performance - Revenue for the six months ended September 30, 2023, was HKD 108,960,000, a 53.2% increase from HKD 71,154,000 in the same period of 2022[15] - Net profit for the six months ended September 30, 2023, was HKD 1,637,000, compared to HKD 1,555,000 for the same period in 2022, reflecting a 5.3% increase[15] - Basic earnings per share for the six months ended September 30, 2023, was HKD 0.14, unchanged from the same period in 2022[15] - For the six months ended September 30, 2023, the group reported external customer revenue of HKD 108,564,000 from bar and restaurant operations, an increase from HKD 70,778,000 in the same period last year, representing a growth of approximately 53.5%[41] - The total reported revenue for the group was HKD 108,960,000, compared to HKD 71,154,000 for the same period in 2022, indicating an overall increase of about 53.1%[41] - The group's reported segment performance showed a profit of HKD 2,930,000 for the six months ended September 30, 2023, up from HKD 2,616,000 in the previous year, reflecting a growth of approximately 12%[41] Cash Flow and Liquidity - Cash generated from operating activities for the six months ended September 30, 2023, was HKD 23,718,000, an increase of 74.0% from HKD 13,640,000 in 2022[20] - The company reported a net cash increase of HKD 376,000 for the six months ended September 30, 2023, compared to a decrease of HKD 165,000 in the same period of 2022[20] - The group has implemented plans to improve liquidity and financial condition, including potential asset sales to repay bank loans if necessary[39] - The group continues to assess the appropriateness of preparing financial statements on a going concern basis, supported by cash flow forecasts for the next 12 months[37] Employee and Operational Costs - The group reported a total employee cost of HKD 35,237,000 for the six months ended September 30, 2023, which is a 46.2% increase compared to HKD 24,097,000 in the same period of 2022[55] - Employee costs for the period amounted to HKD 35.2 million, a growth of 46.1% from HKD 24.1 million, attributed to the increase in the number of restaurants and bars[92] - The total depreciation of property, plant, and equipment for the six months ended September 30, 2023, was HKD 5,864,000, compared to HKD 4,628,000 in the previous year, indicating a 26.7% increase[55] Investments and Expansion - The company plans to continue expanding its market presence and investing in new product development[19] - The group operates chain bars and restaurants under the brands "Pacific Bar," "Shape," "Moon Ocean," and "Pacific" in Hong Kong, along with property investments[23] - The company opened one new bar under the "Pacific Bar" brand and one new restaurant under the "Shape" brand during the reporting period, bringing the total to 53 bars/restaurants in Hong Kong[88] - The group has signed six bar management and consulting agreements in China, marking its expansion into the Chinese market[116] Accounting and Compliance - The interim financial statements were prepared in accordance with Hong Kong Accounting Standard 34, with no significant issues identified during the review[11] - The financial statements include a comprehensive income statement, balance sheet, and cash flow statement for the relevant periods[9] - The group has adopted new accounting standards effective from April 1, 2023, which did not have a significant impact on the financial position or performance for the current and prior periods[29] - The group’s financial statements are prepared in accordance with the Hong Kong Financial Reporting Standards and the GEM Listing Rules[34] - The audit committee reviewed the unaudited condensed consolidated financial statements for the period and confirmed compliance with applicable accounting standards and GEM listing rules[145] Shareholder Information - As of September 30, 2023, Moment to Moment holds 431,543,700 shares, representing approximately 50.18% of the company's issued share capital[125] - The total number of shares issued by the company is 860,000,000[125] - A total of 28,896,000 share awards were granted to key executives, including Ms. Chen Zhiqiao, Ms. Chen Zhihao, and Ms. Chen Jing, all of whom are executive directors and major shareholders[134] - The company has adopted a new share plan on September 29, 2023, which replaced the previous share option plan[132] - The company granted share awards on September 29, 2023, with one-third vesting after 12 months, another third after 24 months, and the final third after 36 months[139] Risks and Challenges - The company is subject to higher investment risks compared to larger companies listed on the main board of the Hong Kong Stock Exchange[3] - The report emphasizes the importance of understanding the potential risks associated with investing in GEM-listed companies[3] - The group has not reported any significant changes in accounting policies due to the application of new financial reporting standards during the interim period[29] - The group is in the process of assessing the impact of new guidelines regarding the cancellation of the MPF-offset mechanism on its accounting policies[33] - The group has not yet fully completed the assessment of the impact of the new guidelines, and the effects will be evaluated in the annual report for the year ending March 31, 2024[33]

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告 的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不會 就因本公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。 BAR PACIFIC GROUP HOLDINGS LIMITED 太 平 洋 酒 吧 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8432） 截 至2023年9月30日 止 六 個 月 的 中 期 業 績 公 告 太平洋酒吧集團控股有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈本公 司及其附屬公司（統稱「本集團」）截至2023年9月30日止六個月的未經審核業績 （「中期業績」）。中期業績已由本公司審核委員會審閱，並由董事會於2023年11 月6日批准。 本公告列載本公司2023/24中期報告（「中期報告」）的全文，符合聯交所GEM證券 上市規則（「GEM上市規則」）中有關中期業績初步公告附載資料的相關規定。中 期報告的印刷版本將於2023年11月10日寄發予本公司股東，並可於聯交所網站 www.hkexnews.hk及本公司網站www.b ...