[Company Information and Disclaimer](index=1&type=section&id=Company%20Information%20and%20Disclaimer) [Company Overview and GEM Features](index=1&type=section&id=Company%20Overview%20and%20GEM%20Features) Mansion International Holdings Limited is a Cayman Islands-registered company listed on GEM, a platform for SMEs with higher investment risks and market volatility - Company name: **Mansion International Holdings Limited**, stock code: **8456**[2](index=2&type=chunk) - Company registered in the Cayman Islands, shares listed on GEM of the Hong Kong Stock Exchange[2](index=2&type=chunk) - GEM market provides a listing platform for small and medium-sized companies, with **higher investment risks**, securities may be subject to **significant market volatility**, and high liquidity is not guaranteed[2](index=2&type=chunk) [Directors' Responsibility Statement](index=1&type=section&id=Directors'%20Responsibility%20Statement) Directors jointly and severally assume full responsibility for this announcement, confirming its accuracy, completeness, and absence of misleading or fraudulent elements - The company's directors jointly and severally assume full responsibility for this announcement[3](index=3&type=chunk) - Directors confirm that the information in the announcement is accurate, complete, free from misleading or fraudulent elements in all material respects, and without omissions that could lead to misrepresentation[3](index=3&type=chunk) [Annual Performance Highlights](index=2&type=section&id=Annual%20Performance%20Highlights) Group revenue decreased by **26.5%** to **HK$51.4 million**, and comprehensive loss attributable to owners increased by **4.1%** to **HK$4.9 million** Key Financial Highlights for FY2025 (HK$ thousands) | Metric | 2025 | 2024 | Change (HK$) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 51,360 | 69,849 | (18,489) | -26.5% | | Total comprehensive loss attributable to owners for the year | (4,874) | (4,684) | (190) | 4.1% | - The Board does not recommend the payment of any dividend for the years ended March 31, 2025 and 2024[5](index=5&type=chunk) [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For FY2025, Group revenue decreased by **26.5%** to **HK$51.36 million**, gross profit fell **43.7%**, and total comprehensive loss attributable to owners increased to **HK$4.87 million** Consolidated Statement of Profit or Loss and Other Comprehensive Income (HK$ thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 51,360 | 69,849 | | Cost of sales | (43,208) | (55,364) | | Gross profit | 8,152 | 14,485 | | Other income | 104 | 155 | | Other gains and losses, net | – | 144 | | Impairment loss on trade receivables | (156) | (311) | | Selling and distribution costs | (5,409) | (7,285) | | Administrative expenses | (6,969) | (11,244) | | Operating loss | (4,056) | (4,278) | | Finance costs | (556) | (509) | | Loss before tax | (4,565) | (4,834) | | Income tax expense | (40) | (119) | | Total comprehensive loss attributable to owners for the year | (4,684) | (4,874) | | Loss per share (HK$) | (0.18) | (0.18) | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's net current liabilities were **HK$1.67 million**, with total non-current assets at **HK$2.59 million**, and net assets significantly decreased to **HK$0.89 million** Consolidated Statement of Financial Position (HK$ thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 1,760 | 2,879 | | Right-of-use assets | 827 | – | | **Total non-current assets** | **2,587** | **2,879** | | **Current assets** | | | | Inventories | 482 | 878 | | Trade receivables | 32,773 | 38,847 | | Deposits, prepayments and other receivables | 482 | 1,402 | | Cash and bank balances | 322 | 4,370 | | **Total current assets** | **34,059** | **45,497** | | **Current liabilities** | | | | Trade payables | 12,836 | 20,170 | | Accruals and other payables | 10,278 | 10,432 | | Amount due to a director of a subsidiary | – | 163 | | Other borrowings | 11,637 | 11,727 | | Lease liabilities | 819 | – | | Tax payable | 159 | 119 | | **Total current liabilities** | **35,729** | **42,611** | | **Net current (liabilities) / assets** | **(1,670)** | **2,886** | | **Total assets less current liabilities** | **917** | **5,765** | | **Non-current liabilities** | | | | Lease liabilities | 26 | – | | **Net assets** | **891** | **5,765** | | **Total equity** | **891** | **5,765** | [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section details the basis of preparation, accounting policies, segment information, and financial item changes, noting significant going concern uncertainties [General Information](index=5&type=section&id=General%20Information) - The Company is an investment holding company, and its subsidiaries are principally engaged in the sale of infant and children's apparel[8](index=8&type=chunk) [Basis of Preparation and Going Concern](index=5&type=section&id=Basis%20of%20Preparation%20and%20Going%20Concern) - The Group incurred a net loss of approximately **HK$4.874 million** for the year ended March 31, 2025, with net current liabilities of approximately **HK$1.67 million**, other borrowings of approximately **HK$11.637 million**, and cash and bank balances of only approximately **HK$0.322 million**, indicating **significant uncertainty** about its ability to continue as a going concern[11](index=11&type=chunk) - To address going concern risks, the Board has taken measures, including lenders agreeing to defer loan repayments, considering fundraising activities (such as rights issue), and strengthening cost control to improve operating efficiency and cash flow[12](index=12&type=chunk)[13](index=13&type=chunk)[15](index=15&type=chunk) [Adoption of New and Revised HKFRSs](index=6&type=section&id=Adoption%20of%20New%20and%20Revised%20HKFRSs) - The Group has initially applied several new and revised Hong Kong Financial Reporting Standards for annual periods beginning on or after April 1, 2024, including HKAS 1 (Amendment) regarding classification of liabilities and non-current liabilities with covenants[14](index=14&type=chunk) - The adoption of HKAS 1 (Amendment) resulted in a change in accounting policy for the classification of borrowings but did not lead to a reclassification of the Group's borrowings, nor were retrospective adjustments made[16](index=16&type=chunk)[17](index=17&type=chunk) - HKFRS 18 "Presentation and Disclosure in Financial Statements" will replace HKAS 1, introducing significant changes to the statement of profit or loss structure, disclosure of management-defined performance measures, and requirements for aggregated classification information, expected to impact the presentation of financial statements[20](index=20&type=chunk)[21](index=21&type=chunk) [Segment Information](index=8&type=section&id=Segment%20Information) - The Group has only one operating segment, the sale of infant and children's apparel, covering "Mides" brand, third-party brand peripheral product sales (through self-operated retail stores and department store counters in Hong Kong), and wholesale business in the UK and China (including Hong Kong and Macau)[22](index=22&type=chunk)[23](index=23&type=chunk) Revenue by Customer Location (HK$ thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | China (including Hong Kong and Macau) | 51,360 | 67,723 | | United Kingdom | – | 2,126 | | **Total** | **51,360** | **69,849** | - In 2025, all of the Group's non-current assets were located in Hong Kong[24](index=24&type=chunk) [Revenue](index=9&type=section&id=Revenue) Revenue Analysis (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Sale of infant and children's apparel | 51,360 | 69,849 | - Revenue represents the total net amounts received and receivable during the year, primarily from the sale of infant and children's apparel, recognized at a point in time[26](index=26&type=chunk) [Other Income](index=9&type=section&id=Other%20Income) Other Income (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Bank interest income | – | 1 | | Miscellaneous income | 104 | 154 | | **Total** | **104** | **155** | [Other Gains and Losses, Net](index=10&type=section&id=Other%20Gains%20and%20Losses,%20Net) Other Gains and Losses, Net (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Reversal of provision for reinstatement costs | – | 164 | | Write-off of property, plant and equipment | – | (20) | | **Total** | **–** | **144** | [Finance Costs](index=10&type=section&id=Finance%20Costs) Finance Costs (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Interest on loan from a director of a subsidiary | – | 5 | | Interest on other borrowings | 502 | 503 | | Interest on lease liabilities | 54 | 1 | | **Total** | **556** | **509** | [Loss Before Tax](index=10&type=section&id=Loss%20Before%20Tax) Components of Loss Before Tax (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Directors' emoluments | 510 | 516 | | Employee benefit expenses (excluding directors' emoluments) | 2,529 | 5,325 | | Contributions to retirement benefit schemes | 118 | 288 | | Total staff costs | 3,157 | 6,129 | | Auditor's remuneration - audit services | 550 | 550 | | Auditor's remuneration - non-audit services | 60 | – | | Cost of inventories recognized as expense | 43,208 | 55,364 | | Depreciation of property, plant and equipment | 1,119 | 1,153 | | Depreciation of right-of-use assets | 778 | 155 | | Expenses relating to short-term leases | – | 298 | | Variable lease payments | 1,022 | 1,992 | | Impairment loss on trade receivables | 156 | 311 | [Income Tax Expense](index=11&type=section&id=Income%20Tax%20Expense) Income Tax Expense (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Current tax - provision for the year | 68 | 119 | | Current tax - over-provision in prior years | (28) | – | | **Total** | **40** | **119** | - Hong Kong profits tax is subject to a two-tiered tax rate system, with the first **HK$2 million** of assessable profits taxed at **8.25%** and the remainder at **16.5%**[29](index=29&type=chunk) [Loss Per Share](index=11&type=section&id=Loss%20Per%20Share) Calculation of Basic Loss Per Share (HK$ thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company for basic loss per share | (4,874) | (4,684) | | Number of ordinary shares for basic loss per share | 26,440,590 | 26,440,590 | - As there were no outstanding potential ordinary shares during the reporting year, basic loss per share is the same as diluted loss per share, both at **HK$0.18**[6](index=6&type=chunk)[31](index=31&type=chunk) - For the purpose of calculating loss per share, the share consolidation effective on March 7, 2025, is deemed to have been effective throughout the period from April 1, 2023, to March 31, 2025[31](index=31&type=chunk) [Trade Receivables](index=12&type=section&id=Trade%20Receivables) Net Trade Receivables (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Trade receivables | 33,913 | 39,831 | | Less: Provision for credit losses | (1,140) | (984) | | **Net trade receivables** | **32,773** | **38,847** | - The Group's principal transactions with wholesale customers are on credit, with credit terms generally ranging from **30 to 90 days**, and strict control is maintained over outstanding receivables[32](index=32&type=chunk) Ageing Analysis of Trade Receivables (HK$ thousands) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | Within 30 days | 9,046 | 8,832 | | 31 to 120 days | 13,093 | 20,899 | | 121 days to one year | 11,604 | 10,100 | | Over one year | 170 | – | | **Total** | **33,913** | **39,831** | [Trade Payables](index=12&type=section&id=Trade%20Payables) Trade Payables (HK$ thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Trade payables | 12,836 | 20,170 | - The average credit period for trade payables is **30 days**[34](index=34&type=chunk) Ageing Analysis of Trade Payables (HK$ thousands) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | Within 30 days | 8,665 | 6,420 | | 31 days to one year | 4,000 | 13,098 | | Over one year | 171 | 652 | | **Total** | **12,836** | **20,170** | [Accruals and Other Payables](index=13&type=section&id=Accruals%20and%20Other%20Payables) Accruals and Other Payables (HK$ thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Other payables | 1,069 | 1,078 | | Accrued expenses | 9,209 | 9,354 | | **Total** | **10,278** | **10,432** | - All accruals and other payables are denominated in HK$[35](index=35&type=chunk) [Other Borrowings](index=13&type=section&id=Other%20Borrowings) - As of March 31, 2025, the Group had two unsecured, on-demand borrowings from former directors, totaling approximately **HK$11.637 million**, with annual interest rates of **4% and 5%** respectively[36](index=36&type=chunk) - All other borrowings are denominated in HK$[37](index=37&type=chunk) [Share Capital](index=14&type=section&id=Share%20Capital) Changes in Share Capital (HK$ thousands) | Category | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Authorized ordinary shares (par value HK$0.2) | – | 100,000,000 | | Authorized ordinary shares after share consolidation (par value HK$1.6) | 100,000,000 | – | | Issued and fully paid ordinary shares (par value HK$0.2) | – | 42,304,944 | | Issued and fully paid ordinary shares after share consolidation (par value HK$1.6) | 42,304,944 | – | | Number of issued shares (shares) | 26,440,590 | 211,524,720 | - On March 5, 2025, the Company resolved at an EGM to consolidate every eight existing shares of **HK$0.2** par value into one consolidated share of **HK$1.6** par value, effective March 7, 2025[38](index=38&type=chunk) [Dividends](index=14&type=section&id=Dividends) - No dividends were declared or paid for the years ended March 31, 2025 and 2024[40](index=40&type=chunk) [Independent Auditor's Report Excerpt](index=15&type=section&id=Independent%20Auditor's%20Report%20Excerpt) The auditor confirmed the consolidated financial statements fairly reflect the Group's financial position and performance, highlighting significant going concern uncertainties without modifying their opinion - The auditor believes the consolidated financial statements truly and fairly reflect the Group's financial position, performance, and cash flows in accordance with HKFRSs, and are properly prepared in compliance with the Hong Kong Companies Ordinance[41](index=41&type=chunk) - The auditor draws attention to **significant uncertainty** regarding going concern, as the Group incurred a net loss, net current liabilities, high other borrowings, and low cash balances in FY2025, raising substantial doubt about its ability to continue as a going concern, but the auditor's opinion is not modified in respect of this matter[42](index=42&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=15&type=section&id=Business%20Review) The Group's infant and children's apparel sales faced significant challenges from a weak Hong Kong economy and changing consumer behavior, resulting in a **HK$18.5 million** revenue decrease, with strategic measures expected to improve performance - The Group is principally engaged in the sale of infant and children's apparel[43](index=43&type=chunk) - The weak Hong Kong economy, low consumer sentiment, cross-border consumption, and changing consumption patterns posed **significant challenges** to the retail market, leading to a revenue decrease of approximately **HK$18.5 million** for the year[43](index=43&type=chunk) - The Group has implemented strategic measures such as product innovation and streamlined operations, expecting improved business performance[43](index=43&type=chunk) [Financial Review](index=16&type=section&id=Financial%20Review) Group revenue decreased by **26.5%** to **HK$51.4 million**, gross profit fell **43.7%** to **HK$8.2 million**, and gross profit margin declined to **15.9%**, with loss before tax increasing **5.9%** to **HK$4.8 million** [Revenue](index=16&type=section&id=Revenue_FinancialReview) Revenue (HK$ millions) | Year | Amount | YoY Change (%) | | :--- | :--- | :--- | | Current Year (2025) | 51.4 | -26.5% | | Corresponding Year (2024) | 69.8 | | - The decrease in revenue was primarily due to a decline in consumer purchasing sentiment[44](index=44&type=chunk) [Cost of Sales, Gross Profit and Gross Profit Margin](index=16&type=section&id=Cost%20of%20Sales,%20Gross%20Profit%20and%20Gross%20Profit%20Margin) Cost of Sales, Gross Profit and Gross Profit Margin (HK$ millions) | Metric | Current Year (2025) | Corresponding Year (2024) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Cost of sales | 43.2 | 55.4 | -22.0% | | Gross profit | 8.2 | 14.5 | -43.7% | | Gross profit margin | 15.9% | 20.8% | -4.9 percentage points | - The decrease in gross profit was due to reduced revenue and a lower gross profit margin[45](index=45&type=chunk) [Expenses](index=16&type=section&id=Expenses_FinancialReview) Key Expenses (HK$ millions) | Metric | Current Year (2025) | Corresponding Year (2024) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Selling and distribution costs | 5.4 | 7.3 | -25.8% | | Administrative and other expenses | 7.0 | 11.2 | -38.0% | - The reduction in expenses was mainly attributable to the Group's efforts to control operating costs to improve operational performance[46](index=46&type=chunk) [Finance Costs](index=16&type=section&id=Finance%20Costs_FinancialReview) Finance Costs (HK$ thousands) | Year | Amount | YoY Change (%) | | :--- | :--- | :--- | | Current Year (2025) | 556 | 9.2% | | Corresponding Year (2024) | 509 | | - The increase in finance costs was due to higher interest on lease liabilities during the year[47](index=47&type=chunk) [Loss Before Tax](index=17&type=section&id=Loss%20Before%20Tax_FinancialReview) Loss Before Tax (HK$ millions) | Year | Amount | YoY Change (%) | | :--- | :--- | :--- | | Current Year (2025) | 4.8 | 5.9% | | Corresponding Year (2024) | 4.6 | | - The increase in loss before tax was primarily due to a decrease in gross profit of approximately **HK$6.3 million**, partially offset by a reduction in selling and distribution costs and administrative expenses of approximately **HK$6.2 million**[48](index=48&type=chunk) [Dividends](index=17&type=section&id=Dividends_FinancialReview) - The Board has resolved not to declare any dividend for the current year (2024: nil)[49](index=49&type=chunk) [Outlook](index=17&type=section&id=Outlook) The Group anticipates continued pressure from global economic uncertainties, focusing on operational efficiency, cost control, online channel development, and exploring diversification opportunities - Business is expected to remain under pressure in the coming year, with a challenging economic outlook in the short term[50](index=50&type=chunk) - The Group will review its existing asset structure and business strategies, potentially making adjustments to integrate resources and respond flexibly to uncertainties[50](index=50&type=chunk) - The Group will strictly implement cost control policies and gradually develop online and social media distribution channels to drive future growth[50](index=50&type=chunk) - The Group will actively explore investment opportunities to diversify its business and strive to promote overall business development for better shareholder returns[50](index=50&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=18&type=section&id=Liquidity,%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2025, cash and bank balances significantly decreased to **HK$0.3 million**, while the gearing ratio surged to **14.0**, indicating increased financial leverage Key Liquidity and Capital Structure Metrics (HK$ millions) | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cash and bank balances | 0.3 | 4.4 | | Other borrowings | 11.6 | 11.7 | | Current ratio | 1.0 | 1.1 | | Gearing ratio | 14.0 | 2.1 | | Share capital | 42.3 | 42.3 | | Equity attributable to owners of the Company | 0.9 | 5.8 | - The Group's funding sources primarily consist of cash generated from operations[51](index=51&type=chunk) - Other borrowings are unsecured, repayable on demand, denominated in HK$, and bear interest at annual rates of **4% to 5%**[51](index=51&type=chunk) [Capital Commitments](index=18&type=section&id=Capital%20Commitments) As of March 31, 2025, the Group had no significant capital commitments - As of March 31, 2025, the Group had no significant capital commitments (March 31, 2024: nil)[53](index=53&type=chunk) [Pledge of Group's Assets](index=18&type=section&id=Pledge%20of%20Group's%20Assets) As of March 31, 2025, the Group had no pledged assets - As of March 31, 2025, the Group had no pledged assets (March 31, 2024: nil)[54](index=54&type=chunk) [Acquisitions and Disposals](index=18&type=section&id=Acquisitions%20and%20Disposals) During the current year, the Group had no acquisitions or disposals of subsidiaries, associates, or joint ventures - During the current year, the Group had no acquisitions or disposals of subsidiaries, associates, or joint ventures[55](index=55&type=chunk) [Share Option Scheme](index=19&type=section&id=Share%20Option%20Scheme) [Purpose](index=19&type=section&id=Purpose_ShareOptionScheme) The Share Option Scheme aims to grant options to selected participants as an incentive or reward for their contributions to the Group - The purpose of the Share Option Scheme is to incentivize or reward selected participants for their contributions to the Group[57](index=57&type=chunk) [Eligible Participants](index=19&type=section&id=Eligible%20Participants) Eligible participants include directors (including independent non-executive directors) and employees of any member company of the Group - Eligible participants include directors (including independent non-executive directors) and employees of any member company of the Group[58](index=58&type=chunk) [Total Number of Shares Available for Issue](index=19&type=section&id=Total%20Number%20of%20Shares%20Available%20for%20Issue) The total number of shares available for issue under the scheme shall not exceed **10%** of issued shares as of April 28, 2023, with **2,644,059 shares** currently available - The total number of shares available for issue shall not exceed **10%** of the total issued shares as of April 28, 2023[59](index=59&type=chunk) - As of the date of this announcement, the total number of options available for issue is **2,644,059 shares**, representing approximately **10.0%** of the total issued shares[69](index=69&type=chunk) [Maximum Entitlement of Each Participant](index=19&type=section&id=Maximum%20Entitlement%20of%20Each%20Participant) The total shares issued to any participant upon option exercise in any 12-month period shall not exceed **1%** of issued shares, with specific limits for major shareholders requiring approval - The total number of shares issued to any participant upon exercise of options or awards in any 12-month period shall not exceed **1%** of the then-issued shares[60](index=60&type=chunk) - Granting options exceeding **0.1%** of issued shares or with a total value exceeding **HK$5 million** to a major shareholder or independent non-executive director and their associates requires shareholder approval[61](index=61&type=chunk) [Option Scheme Period](index=20&type=section&id=Option%20Scheme%20Period) The Share Option Scheme is effective for **10 years** from its adoption on December 28, 2017, until December 27, 2027 - The Share Option Scheme is effective for **10 years** from its adoption on December 28, 2017, until December 27, 2027[62](index=62&type=chunk) [Time for Acceptance of Offer](index=20&type=section&id=Time%20for%20Acceptance%20of%20Offer) Participants may accept the offer of options within **21 days** from the date of the offer - Participants may accept the offer of options within **21 days** from the date of the offer[63](index=63&type=chunk) [Minimum Period for which an Option Must be Held](index=20&type=section&id=Minimum%20Period%20for%20which%20an%20Option%20Must%20be%20Held) The vesting period for options shall not be less than **12 months**, though shorter periods may apply under specific performance-based, accelerated, or extended vesting/holding conditions - The vesting period for options shall not be less than **12 months**[64](index=64&type=chunk) - Shorter vesting periods may apply under specific circumstances, such as performance-based vesting conditions, mixed or accelerated vesting schedules, or where the total vesting and holding period exceeds **12 months**[65](index=65&type=chunk) [Consideration for Options](index=20&type=section&id=Consideration%20for%20Options) A nominal consideration of **HK$1** shall be paid upon acceptance of the granted options - A nominal consideration of **HK$1** shall be paid upon acceptance of the granted options[64](index=64&type=chunk) [Subscription Price of Shares](index=21&type=section&id=Subscription%20Price%20of%20Shares) The subscription price shall be determined by the directors, not less than the highest of the closing price on the offer date, the average closing price for the five preceding business days, and the par value per share - The subscription price shall not be less than the highest of the closing price on the offer date, the average closing price for the five business days immediately preceding the offer date, and the par value per share[66](index=66&type=chunk) [Transferability](index=21&type=section&id=Transferability) Options are personal to the grantee and non-transferable, except for estate and/or tax planning purposes to family member beneficiaries with Stock Exchange exemption - Options are personal to the grantee and shall not be transferable or assignable[67](index=67&type=chunk) - With a waiver from the Stock Exchange, grantees may transfer options for estate and/or tax planning purposes to an entity whose beneficiaries are their family members[67](index=67&type=chunk) [Termination of Share Option Scheme](index=21&type=section&id=Termination%20of%20Share%20Option%20Scheme) The Company may terminate the scheme by shareholder resolution, but unexercised options granted before termination remain valid; no options were granted, exercised, cancelled, or lapsed this year, and none are outstanding - The Company may terminate the Share Option Scheme at any time by a resolution of shareholders, but unexercised options granted before termination remain valid[68](index=68&type=chunk) - No options were granted, exercised, cancelled, or lapsed during the current year[68](index=68&type=chunk) - As of the date of this announcement, the Company has no outstanding share options, warrants, derivatives, or convertible securities that are convertible into or exchangeable for shares[68](index=68&type=chunk) [Other Important Information](index=22&type=section&id=Other%20Important%20Information) [Post-Reporting Period Events](index=22&type=section&id=Post-Reporting%20Period%20Events) As of the announcement date, the Group had no significant post-reporting period events requiring disclosure after the year ended March 31, 2025 - The Group had no significant events after the year ended March 31, 2025[70](index=70&type=chunk) - As of the date of this announcement, the Group had no significant post-reporting period events requiring disclosure[84](index=84&type=chunk) [Foreign Exchange Risk](index=22&type=section&id=Foreign%20Exchange%20Risk) The Group's operations are primarily in Hong Kong, with transactions and monetary assets/liabilities denominated in HKD and USD, and no significant foreign exchange or derivative risks as of March 31, 2025 - The Group's business operations are conducted in Hong Kong, with transactions, monetary assets, and liabilities denominated in HKD and USD[71](index=71&type=chunk) - As of March 31, 2025, the Group had no significant risks from foreign exchange contracts, interest, currency swaps, or other financial derivatives[71](index=71&type=chunk) [Contingent Liabilities](index=22&type=section&id=Contingent%20Liabilities) As of March 31, 2025, the Group had no significant contingent liabilities - As of March 31, 2025, the Group had no significant contingent liabilities (March 31, 2024: nil)[72](index=72&type=chunk) [Capital Reorganisation and Rights Issue](index=22&type=section&id=Capital%20Reorganisation%20and%20Rights%20Issue) The Board proposed a capital reorganisation and rights issue to raise approximately **HK$30.7 million**, approved by shareholders on March 5, 2025, with proceeds allocated for debt repayment, rent, staff salaries, and working capital - The Board proposed a capital reorganisation (including share consolidation, capital reduction, and subdivision) and a rights issue to raise a total of approximately **HK$30.7 million**[73](index=73&type=chunk) - The capital reorganisation and rights issue were approved by shareholders on March 5, 2025, with the share consolidation effective March 7, 2025, but the capital reduction, subdivision, and rights issue are yet to be completed[74](index=74&type=chunk) - The net proceeds from the rights issue will be used to repay other borrowings, pay rent and management fees for existing lease commitments, pay staff salaries, and for working capital of existing businesses[74](index=74&type=chunk) [Future Plans](index=23&type=section&id=Future%20Plans) The Group will continue to enhance operational efficiency, implement cost control measures, and actively optimize existing resources to strengthen its core competitiveness - The Group will continue to enhance operational efficiency and implement cost control measures[75](index=75&type=chunk) - The Group will actively optimize existing resources to strengthen its core competitiveness[75](index=75&type=chunk) [Employees and Remuneration Policy](index=23&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group employed approximately **11 staff** in Hong Kong, offering competitive remuneration, MPF, medical insurance, statutory holidays, performance bonuses, and training Number of Employees | Year | Number of Employees (Hong Kong) | | :--- | :--- | | March 31, 2025 | 11 | | March 31, 2024 | 34 | - The Group offers competitive remuneration, including salaries, allowances, and performance bonuses, treating employees fairly based on qualifications, experience, duties, and performance[76](index=76&type=chunk)[77](index=77&type=chunk) - Employees enjoy Mandatory Provident Fund schemes, medical insurance, and statutory holidays, with opportunities for rewards through the Share Option Scheme and internal training[77](index=77&type=chunk) [Retirement Benefit Scheme](index=24&type=section&id=Retirement%20Benefit%20Scheme) The Group participates in the MPF Scheme in Hong Kong, with employer and employee contributions at statutory rates; employer contributions for FY2025 were **HK$118,000**, a decrease from **HK$288,000** in FY2024 - The Group participates in the Mandatory Provident Fund Scheme in accordance with the Mandatory Provident Fund Schemes Ordinance in Hong Kong[78](index=78&type=chunk) Employer's Defined Contributions (HK$ thousands) | Fiscal Year | Amount | | :--- | :--- | | 2025 | 118 | | 2024 | 288 | [Stakeholder Engagement](index=24&type=section&id=Stakeholder%20Engagement) The Group regularly engages with stakeholders to gather feedback, understand their needs, and determine the best ways to contribute resources and expertise to future business and community development - The Group regularly listens to and understands stakeholders' opinions to obtain valuable feedback, understand their needs, and assess the best ways to utilize resources and expertise to contribute to future business and community development[79](index=79&type=chunk) [Competing Interests](index=24&type=section&id=Competing%20Interests) During FY2025 and up to the announcement date, no directors, controlling shareholders, or their associates held interests in any business directly or indirectly competing with the Group's business - During FY2025 and up to the date of this announcement, no directors or controlling shareholders or their respective close associates held interests in any business, other than the Group's business, that directly or indirectly competes or may compete with the Group's business[80](index=80&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=24&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During FY2025, the Company did not redeem any of its listed securities, nor did the Company or any of its subsidiaries purchase or sell such securities - During FY2025, the Company did not redeem any of its listed securities, nor did the Company or any of its subsidiaries purchase or sell such securities[81](index=81&type=chunk) [Compliance with Corporate Governance Code](index=24&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company has complied with all code provisions of the Corporate Governance Code in Appendix C1 Part 2 of the GEM Listing Rules, recognizing the importance of good corporate governance for effective accountability - The Company has complied with all code provisions contained in the Corporate Governance Code in Appendix C1 Part 2 of the GEM Listing Rules[82](index=82&type=chunk) - The directors recognize the importance of good corporate governance for management and internal procedures to achieve effective accountability[82](index=82&type=chunk) [Sufficiency of Public Float](index=25&type=section&id=Sufficiency%20of%20Public%20Float) As of the announcement date, the Company maintained a sufficient public float of not less than **25%** of its issued shares, complying with GEM Listing Rules - As of the date of this announcement, the Company's issued shares maintained a sufficient public float of not less than **25%**, complying with the requirements of the GEM Listing Rules[83](index=83&type=chunk) [Directors' Securities Transaction Standard](index=25&type=section&id=Directors'%20Securities%20Transaction%20Standard) The Company adopted GEM Listing Rules 5.48 to 5.67 as the code for directors' securities dealings; all directors complied with the required standards in FY2025, with no non-compliance found - The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' dealings in the Company's securities[85](index=85&type=chunk) - Upon inquiry by the Company, all directors complied with the required standards for dealings during FY2025, and no non-compliance was found by the Company[85](index=85&type=chunk) [Audit Committee](index=25&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviews and oversees the Group's financial reporting and internal control systems, confirming compliance with accounting standards and legal requirements - The Company has established an Audit Committee, whose terms of reference comply with the GEM Listing Rules and the Corporate Governance Code[86](index=86&type=chunk) - The Audit Committee comprises three independent non-executive directors, with primary responsibilities to review and supervise the Group's financial reporting process and internal control systems[86](index=86&type=chunk) - The Committee has reviewed the annual consolidated financial statements and believes they comply with applicable accounting standards, GEM Listing Rules, and other legal requirements, with adequate disclosures made[86](index=86&type=chunk) [Financial Information Confirmation](index=26&type=section&id=Financial%20Information%20Confirmation) The financial information in this announcement, extracted from the Group's annual consolidated financial statements, has been reviewed by the Audit Committee, approved by the Board, and reconciled with the consolidated financial statements - The financial information contained in this announcement is extracted from the Group's annual consolidated financial statements, reviewed by the Audit Committee, approved by the Board, and reconciled with the amounts in the consolidated financial statements[87](index=87&type=chunk) [Scope of Work of Evergreen (Hong Kong) CPA Limited](index=26&type=section&id=Scope%20of%20Work%20of%20Evergreen%20(Hong%20Kong)%20CPA%20Limited) The Group's auditor, Evergreen (Hong Kong) CPA Limited, compared the financial figures in the preliminary announcement with the draft consolidated financial statements, confirming consistency, but this work does not constitute an assurance engagement - The Group's auditor has compared the financial figures in the preliminary announcement with the amounts in the draft consolidated financial statements for the current year and found them to be consistent[88](index=88&type=chunk) - The work performed by the auditor does not constitute an assurance engagement, and therefore, the auditor will not express an opinion or assurance conclusion on the preliminary announcement[88](index=88&type=chunk)

Stock Option Plan - The total number of shares that can be issued under the stock option plan is capped at 10% of the total issued shares as of April 28, 2023, which amounts to 21,152,472 shares[1]. - Each participant in the stock option plan can receive a maximum of 1% of the total issued shares within any 12-month period[2]. - The stock option plan will remain effective for a period of ten years from December 28, 2017, until December 27, 2027[6]. - The exercise price for shares under the stock option plan will not be lower than the highest of the closing price on the grant date, the average closing price over the preceding five trading days, or the par value of the shares[10]. Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 28,626,000, a decrease of 24% compared to HKD 37,630,000 for the same period in 2023[53]. - The gross profit for the period was HKD 5,091,000, down from HKD 12,980,000 in the previous year, indicating a significant decline in profitability[53]. - The total comprehensive loss for the period was HKD 1,904,000, compared to a loss of HKD 1,238,000 in the same period last year, reflecting a worsening financial position[53]. - Basic and diluted loss per share was HKD 0.90, compared to HKD 0.59 for the same period in 2023, indicating increased losses per share[53]. - The company incurred administrative and other expenses of HKD 3,748,000, down from HKD 7,110,000 in the previous year, showing a reduction in operational costs[53]. - Financing costs increased to HKD 284,000 from HKD 173,000, indicating higher borrowing costs[53]. - The company's total assets amounted to HKD 44,409,000, a slight decrease from HKD 45,497,000 as of March 31, 2024[57]. - The company's total liabilities increased to HKD 44,087,000 from HKD 42,611,000, reflecting a rise of 3.5%[57]. - The company's equity attributable to owners decreased to HKD 3,861,000 from HKD 5,765,000, a decline of 33%[57]. - The company's revenue for the six months ended September 30, 2024, decreased by approximately HKD 9,000,000 compared to the corresponding period in 2023[131]. - The overall comprehensive loss for the period was HKD 1,238,000, indicating ongoing financial challenges[67]. - The group’s revenue decreased by approximately 23.9%, from about HKD 37,600,000 in the corresponding period to about HKD 28,600,000 in the current period[137]. - The group’s gross profit decreased by approximately 60.8%, from about HKD 13,000,000 to about HKD 5,100,000, resulting in a gross margin decline from 34.5% to 17.8% due to higher material and indirect costs[137]. - The group’s pre-tax loss increased by approximately 53.8%, from about HKD 1,200,000 to about HKD 1,900,000, primarily due to a decrease in gross profit[141]. Corporate Governance - The company has maintained compliance with the corporate governance code as per GEM listing rules throughout the reporting period[23]. - The company has established an audit committee to oversee financial reporting and risk management, enhancing corporate governance[31]. - The audit committee consists of three independent non-executive directors, ensuring oversight and compliance with applicable accounting standards[31]. Shareholder Information - As of September 30, 2024, the beneficial owner Mr. Yao Ruhe holds 400,000 shares, representing approximately 0.19% of the issued share capital[18]. - The company has confirmed that it has at least 25% of its shares held by the public, in compliance with GEM listing rules[30]. - There are no known interests or short positions in shares or related securities held by any individuals other than directors as of September 30, 2024[22]. - The company has not redeemed any of its listed securities during the reporting period[26]. - The company has not declared any dividends for the current period, consistent with the previous year[101]. - No dividends will be declared for the current period, consistent with the previous year[142]. Cash Flow and Assets - The company's cash and bank balances increased significantly to HKD 15,610,000 from HKD 4,370,000, representing a growth of 257%[82]. - The company reported a net cash inflow from operating activities of HKD 11,240,000 for the six months ended September 30, 2024[82]. - Trade receivables as of September 30, 2024, amounted to HKD 26,903,000, a decrease from HKD 39,831,000 as of March 31, 2024[113]. - The company reported accrued expenses and other payables of HKD 13,145,000 as of September 30, 2024, compared to HKD 10,432,000 as of March 31, 2024[122]. - The total trade payables as of September 30, 2024, were HKD 17,688,000, down from HKD 20,170,000 as of March 31, 2024[118]. - The company has a loan balance of approximately HKD 8,367,000 as of September 30, 2024, which remains unchanged from March 31, 2024[123]. - The current ratio as of September 30, 2024, was 1.0, down from 1.1 as of March 31, 2024[151]. - The group had cash and bank balances of approximately HKD 15,600,000 as of September 30, 2024, compared to approximately HKD 4,400,000 as of March 31, 2024[151]. Future Outlook - The company plans to continue its market expansion efforts, although specific strategies were not detailed in the report[52]. - The company anticipates improved business performance for the fiscal year 2024/2025 despite facing various uncertainties and challenges[131]. - The group plans to maintain a sustainable and profitable retail business while gradually developing online and social media distribution channels to drive future growth[146]. - The board anticipates that business performance will remain under pressure in the coming year due to ongoing economic uncertainties and geopolitical tensions[146]. - The group is reviewing its existing asset structure and business strategy to better respond to future uncertainties[146]. Operational Activities - The company has not reported any new product launches or technological advancements during this period[88]. - The company continues to focus on its core business of selling baby and children's clothing, with no indication of market expansion or acquisitions mentioned[88]. - The company has not engaged in any property, plant, and equipment acquisitions or disposals during the reporting period[108]. - The company has incurred a depreciation expense of approximately HKD 569,000 for the current period[108].

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 28,626,000, a decrease of 21.3% compared to HKD 37,630,000 for the same period in 2023[5] - Gross profit for the same period was HKD 5,091,000, down 60.7% from HKD 12,980,000 in the previous year[5] - The company recorded a loss before tax of HKD 1,904,000, compared to a loss of HKD 1,238,000 in the prior year, indicating a 53.7% increase in losses[5] - Basic and diluted loss per share was HKD 0.90, compared to HKD 0.59 in the previous year, representing a 52.5% increase in loss per share[5] - The group's revenue decreased by approximately 23.9%, from about HKD 37,600,000 in the corresponding period to about HKD 28,600,000 in the current period[65] - Gross profit decreased by approximately 60.8%, from about HKD 13,000,000 to about HKD 5,100,000, with a gross profit margin dropping from 34.5% to 17.8%[66] - The group's pre-tax loss increased by approximately 53.8%, from about HKD 1,200,000 to about HKD 1,900,000[70] Cash Flow and Assets - The company's cash generated from operating activities for the six months ended September 30, 2024, was HKD 11,240,000, compared to HKD 5,827,000 for the same period in 2023, representing an increase of approximately 93%[12] - The company's cash and cash equivalents increased to HKD 15,610,000 at the end of the period, up from HKD 7,201,000 at the end of the same period in 2023, reflecting a growth of approximately 117%[17] - As of September 30, 2024, the group had cash and bank balances of approximately HKD 15,600,000, up from about HKD 4,400,000 on March 31, 2024[76] - Trade receivables decreased to HKD 26,903,000 from HKD 38,847,000, reflecting a decline of 30.7%[7] - The company's net assets decreased to HKD 3,861,000 from HKD 5,765,000, a decline of 33.0%[7] Liabilities and Expenses - Current liabilities decreased to HKD 44,087,000 from HKD 42,611,000, showing a slight increase of 3.5%[7] - The company reported interest expenses on other borrowings of HKD 251,000 for the six months ended September 30, 2024, compared to HKD 172,000 in 2023, indicating an increase of approximately 46%[30] - Finance costs increased by approximately 64.2%, from about HKD 173,000 to about HKD 284,000 due to an increase in lease liabilities[69] - Depreciation expenses for the period amounted to approximately HKD 569,000, compared to HKD 576,000 for the six months ended September 30, 2023[36] Business Operations - The company operates primarily in the sale of baby and children's clothing through retail stores and department store counters in Hong Kong, as well as wholesale sales in the UK and China[25] - The company continues to focus on its core business of children's apparel, with no new product launches or major market expansions reported during this period[26] - The company has not disclosed any new product developments or market expansion strategies in the report[5] - There were no significant mergers or acquisitions mentioned in the financial results[5] Corporate Governance - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited condensed consolidated results for the period[117] - The company has adhered to the corporate governance code and regularly reviews its compliance[110] - The company has established an audit committee to oversee financial reporting and internal controls[116] - The executive directors include Mr. Yao Ruhe (Chairman), Ms. Jin Zhenfang, and Ms. Zuo Yu[118] - Independent non-executive directors consist of Mr. Lang Yonghua, Ms. Huang Yingyu, and Mr. Hu Zijing[118] Share Option Plan - The company has adopted a share option plan on December 28, 2017, with amendments made on April 28, 2023[91] - The total number of shares available for issuance under the share option plan is capped at 10% of the total issued shares as of April 28, 2023, which amounts to 21,152,472 shares[94] - Each participant in the share option plan is limited to a maximum allocation of 1% of the total issued shares during any 12-month period[96] - The share option plan will remain effective for ten years from the adoption date, expiring on December 27, 2027[98] - A nominal price of HKD 1 is payable upon acceptance of the share options[101] - As of September 30, 2024, the company has 21,152,472 shares available for grant under the share option plan[104] - There were no share options granted, exercised, cancelled, or lapsed under the share option plan during the period[104] Employment and Workforce - The group employed approximately 32 employees in Hong Kong as of September 30, 2024, down from 34 employees as of March 31, 2024[85] Future Outlook - The board anticipates that business performance will be under pressure in the coming year due to ongoing uncertainties related to COVID-19 and geopolitical tensions[72] - The group plans to explore various suitable investment opportunities to diversify its business and strengthen overall business development[75] - As of September 30, 2024, the group has no significant investments or capital asset plans[82] - As of September 30, 2024, the group has no significant contingent liabilities[83] - No significant events affecting the group have occurred since September 30, 2024[84]

Financial Performance - The group's revenue for the fiscal year 2024 decreased by approximately 11.0% to about HKD 69.8 million, down from approximately HKD 78.4 million for the corresponding year[165]. - The group reported a total employer contribution of HKD 288,000 for the 2024 fiscal year, down from HKD 380,000 in the 2023 fiscal year, reflecting a decrease of approximately 24.2%[51]. - The pre-tax loss for the group decreased by approximately 23.3% to about HKD 4.6 million, compared to approximately HKD 6.0 million for the corresponding year[169]. - The group's sales cost increased by approximately 2.4% to about HKD 55.4 million, while gross profit decreased by approximately 40.3% to about HKD 14.5 million, resulting in a gross margin drop from 31.0% to 20.8%[109]. - The revenue for the fiscal year ending March 31, 2024, decreased by approximately HKD 8.6 million compared to the previous year, attributed to ongoing challenges from COVID-19 and market volatility[139]. Cost Management - Administrative and other expenses reduced by approximately 46.2% from about HKD 20.8 million to about HKD 11.2 million, primarily due to cost control measures[6]. - The group's sales and distribution costs decreased by approximately 43.4% from about HKD 12.9 million to about HKD 7.3 million[6]. - The financing cost decreased by approximately 8.1% to about HKD 509,000 due to reduced lease liabilities interest[143]. Capital and Investment - The company plans to raise approximately HKD 55.5 million through a rights issue of 158,643,540 shares at a subscription price of HKD 0.35 per share[24]. - Estimated net proceeds from the rights issue, after deducting costs and expenses, will be approximately HKD 54.3 million[24]. - Approximately HKD 15.4 million from the rights issue will be allocated for rent and management fees over the next 12 months[24]. - The company anticipates exploring various suitable investment opportunities to diversify its business and enhance overall development for better financial returns for shareholders in 2024/2025[10]. Corporate Governance - The board of directors is responsible for overseeing the management and overall performance of the group, ensuring necessary financial and human resources are in place to achieve its goals[61]. - The company has established appropriate insurance arrangements for potential legal claims against directors[39]. - All independent non-executive directors have confirmed their independence in writing, complying with GEM Listing Rules[64]. - The board has set the group's values and standards, and is responsible for formulating business and investment plans and strategies[61]. - The company has independent non-executive directors with extensive operational and financial expertise, contributing to various board committees[38]. - The company has established a Remuneration Committee, effective from January 26, 2018, which currently includes three independent non-executive directors[95]. - The company has set up a Nomination Committee, effective from January 26, 2018, to identify and recommend suitable candidates for board membership[100]. - The board consists of six directors, with independent non-executive directors making up 50% of the board members[200]. - The company emphasizes the importance of good corporate governance to enhance shareholder value[196]. - The company secretary has reminded directors to attend shareholder meetings for effective communication with shareholders[197]. Employee Management - The company aims to provide the most competitive treatment for employees, ensuring fair treatment based on qualifications, experience, responsibilities, and performance[50]. - The company has a commitment to maintaining a safe and equal working environment for all employees[50]. - The group employed approximately 34 staff as of March 31, 2024, down from 46 in 2023[188]. - The company reported that no stock options were granted, exercised, canceled, or lapsed during the year, and there are no unexercised stock options or convertible securities as of March 31, 2024[47]. Strategic Direction - The company aims to reduce physical retail presence in Hong Kong while expanding its online business, reflecting a shift in consumer shopping behavior post-pandemic[137]. - The company plans to enhance its online and social media distribution channels to drive future growth and maintain sustainable and profitable retail operations[110]. - The group has implemented strategic measures to adjust its product mix to align with customer preferences and market trends[110]. - The group is increasing sales efforts for third-party brands alongside its own brand to enhance market presence[110]. - The company is reviewing its existing asset structure and business strategies to adapt to current economic uncertainties and challenges[145]. - The board anticipates that the group's business performance will be impacted by the ongoing COVID-19 pandemic and geopolitical tensions, predicting continued pressure in the coming year[170]. Financial Position - The current ratio as of March 31, 2024, was 1.1, down from 1.3 on March 31, 2023[12]. - The debt-to-asset ratio was approximately 1.3 as of March 31, 2024, compared to 1.1 on March 31, 2023[12]. - As of March 31, 2024, the group had cash and bank balances of approximately HKD 4.4 million, an increase from HKD 1.4 million on March 31, 2023[147]. - The total equity attributable to the company's owners as of March 31, 2024, was approximately HKD 5.8 million, down from HKD 10.4 million on March 31, 2023[148]. - The group has no significant contingent liabilities as of March 31, 2024, consistent with the previous year[157]. - The group has not utilized any financial instruments for hedging purposes in the fiscal year 2024, consistent with the previous fiscal year[148]. - As of March 31, 2024, the group had other borrowings of approximately HKD 11.7 million, unchanged from March 31, 2023[147].

Financial Performance - For the fiscal year ending March 31, 2024, the group's revenue was approximately HKD 69,849,000, a decrease of about HKD 8,588,000 or 10.9% compared to the fiscal year ending March 31, 2023[6]. - The company reported a total comprehensive loss attributable to owners of the company of approximately HKD 4,684,000 for the fiscal year ending March 31, 2024, compared to a loss of approximately HKD 6,008,000 for the fiscal year ending March 31, 2023[6]. - The gross profit for the fiscal year ending March 31, 2024, was HKD 14,485,000, down from HKD 24,338,000 in the previous year, indicating a decline in profitability[8]. - The operating loss for the fiscal year ending March 31, 2024, was HKD 4,056,000, compared to an operating loss of HKD 5,454,000 for the fiscal year ending March 31, 2023[8]. - The company incurred a loss before tax of HKD 4,565,000 for the fiscal year ending March 31, 2024, an improvement from a loss of HKD 6,008,000 in the previous year[8]. - The basic and diluted loss per share for the fiscal year ending March 31, 2024, was HKD 0.02, compared to HKD 0.03 for the fiscal year ending March 31, 2023[8]. - The company reported a revenue of HKD 69,849,000 for 2024, compared to HKD 78,437,000 in 2023, indicating a decline of approximately 11.5%[32]. - The pre-tax loss for the group was HKD 55,364,000 in 2024, slightly up from HKD 54,099,000 in 2023, showing a marginal increase of about 2.3%[35]. - The total employee benefits cost decreased to HKD 5,613,000 in 2024 from HKD 11,469,000 in 2023, a reduction of approximately 51%[35]. - The company reported a loss of HKD 3,611,000 from the sale of a subsidiary in 2024[33]. Assets and Liabilities - As of March 31, 2024, the company reported a net loss of approximately HKD 4,684,000[15]. - The total assets amounted to HKD 5,765,000, while total liabilities were HKD 42,611,000[15]. - Cash and bank balances stood at HKD 4,370,000, a significant increase from HKD 1,373,000 in the previous year[15]. - Trade receivables increased to HKD 38,847,000 from HKD 21,894,000, reflecting a growth of approximately 77%[15]. - The company's current liabilities totaled HKD 42,611,000, compared to HKD 22,970,000 in the previous year, indicating a rise of about 86%[15]. - Non-current assets decreased to HKD 2,879,000 from HKD 4,429,000, a decline of approximately 35%[15]. - The company's equity attributable to owners was HKD 5,765,000, down from HKD 10,449,000, representing a decrease of about 45%[15]. - Inventory levels decreased significantly to HKD 878,000 from HKD 3,863,000, a reduction of approximately 77%[15]. - The company has a total of HKD 11,727,000 in other borrowings, unchanged from the previous year[15]. - The current ratio decreased to 1.1 as of March 31, 2024, down from 1.3 on March 31, 2023[67]. - The debt-to-equity ratio increased to approximately 1.9 as of March 31, 2024, compared to 1.1 on March 31, 2023[67]. Dividends and Shareholder Returns - The board of directors does not recommend the payment of any dividends for the fiscal years ending March 31, 2024, and 2023[6]. - The company has no declared or paid dividends for the years ending 2024 and 2023[50]. - The company has not repurchased any of its listed securities during the fiscal year 2024[92]. Accounting Standards and Compliance - The group has adopted new Hong Kong Financial Reporting Standards effective from April 1, 2023, which do not have a significant impact on the financial position and performance for the current and prior years[18]. - The group has implemented Hong Kong Accounting Standard No. 1 and the revised Practice Note No. 2, which replaces "major accounting policies" with "significant accounting policy information"[19]. - The revised Practice Note clarifies that even if items are not significant, the nature of related transactions may still render accounting policy information significant[20]. - The new guidelines regarding the removal of the offset mechanism for mandatory provident funds and long service payments will take effect on May 1, 2025, impacting how employers account for these payments[21]. - The group has not adopted any new financial reporting standards that have been issued but are not yet effective as of April 1, 2023[23]. - The group’s financial statements for the year ending March 31, 2024, have been reviewed and deemed compliant with applicable accounting standards and GEM listing regulations[100]. Business Operations and Strategy - The group operates a single business segment focused on the sale of infant and children's clothing through retail stores and wholesale channels[26]. - The group plans to explore various suitable investment opportunities to diversify its business and enhance overall business development for better financial returns to shareholders[65]. - The group has implemented strategic measures to adjust its product mix to align with customer preferences and respond to market trends[64]. - The group anticipates that business performance will improve in the fiscal year 2024/2025 as the local economy begins to recover from COVID-19[65]. - The company is reviewing its existing asset structure and business strategies to adapt to future uncertainties[63]. Employee and Governance - The company employed approximately 34 employees in Hong Kong as of March 31, 2024, a decrease from 46 employees in 2023[88]. - The company has complied with all corporate governance codes during the review period[93]. - The company has maintained a sufficient public float of at least 25% of its issued shares, in compliance with GEM listing rules[94]. - The Audit Committee has been established and consists of three independent non-executive directors, ensuring compliance with GEM listing rules and corporate governance standards[98].

Financial Performance - For the six months ended September 30, 2023, the company reported total revenue of HKD 37,630,000, an increase of 7.1% compared to HKD 35,125,000 for the same period in 2022[8] - Gross profit for the same period was HKD 12,980,000, remaining relatively stable compared to HKD 12,982,000 in 2022, indicating a slight decrease of 0.02%[8] - The company recorded a loss before tax of HKD 1,238,000 for the six months ended September 30, 2023, an improvement from a loss of HKD 2,233,000 in the previous year, representing a 44.7% reduction in losses[8] - The basic and diluted loss per share improved to HKD 0.59 from HKD 1.06, reflecting a 44.2% decrease in loss per share year-over-year[8] - The total comprehensive loss for the six months ended September 30, 2023, was HKD 1,238,000, compared to a loss of HKD 2,233,000 for the same period in 2022, indicating a reduction in losses[11] - For the six months ended September 30, 2023, the loss attributable to shareholders was HKD 1,238,000, down from HKD 2,233,000 in 2022, indicating a 44.7% reduction[32] Assets and Liabilities - As of September 30, 2023, total assets amounted to HKD 37,659,000, an increase from HKD 28,990,000 as of March 31, 2023, representing a growth of 29.9%[10] - The company's cash and bank balances increased significantly to HKD 7,201,000 from HKD 1,373,000, marking a substantial rise of 424.5%[10] - Trade receivables rose to HKD 22,874,000 from HKD 21,894,000, indicating a growth of 4.5%[10] - Trade receivables as of September 30, 2023, totaled HKD 22,874,000, slightly up from HKD 22,567,000 as of March 31, 2023[37] - The company reported trade payables of HKD 6,952,000 as of September 30, 2023, an increase from HKD 3,523,000 as of March 31, 2023[40] - Accrued expenses and other payables rose to HKD 13,303,000 as of September 30, 2023, compared to HKD 6,632,000 as of March 31, 2023, reflecting a 100.8% increase[46] Cash Flow - The net cash generated from operating activities for the six months ended September 30, 2023, was HKD 5,827,000, a significant improvement from a net cash outflow of HKD 9,702,000 in the same period of 2022[14] - The cash and cash equivalents at the end of the period were HKD 7,201,000, compared to HKD 8,080,000 at the end of the same period in 2022[14] Expenses - The company reported a decrease in administrative and other expenses to HKD 7,110,000 from HKD 13,591,000, a reduction of 47.7%[8] - Sales costs rose by approximately 11.3%, from about HKD 22,100,000 to about HKD 24,700,000, aligning with the revenue increase[55] - The group's gross profit slightly decreased by about 0.02%, remaining at approximately HKD 13,000,000, resulting in a gross profit margin decline from 37.0% to 34.5%[55] - The group's financing costs decreased by approximately 46.1%, from about HKD 321,000 to about HKD 173,000, due to a reduction in lease liabilities[58] - The pre-tax loss decreased by approximately 44.6%, from about HKD 2,200,000 to about HKD 1,200,000, mainly due to reduced administrative and other expenses[59] Share Capital and Options - The company’s total issued and paid-up share capital remained at HKD 42,305,000 with 211,524,720 ordinary shares as of September 30, 2023[51] - The company has a total of 21,152,472 shares available for issuance under the share option plan as of September 30, 2023[88] - The share option plan allows for a maximum of 10% of the total issued shares to be granted, which is equivalent to 21,152,472 shares based on the total issued shares as of April 28, 2023[83] - No share options were granted, exercised, cancelled, or lapsed during the reporting period[87] - The share option plan will remain effective for a period of 10 years, expiring on December 27, 2027[84] - The maximum number of options that can be granted to any participant in a 12-month period is capped at 1% of the issued shares[83] Corporate Governance - The company has complied with the corporate governance code as per GEM listing rules during the reporting period[93] - No significant transactions or contracts were established with directors or their related entities during the reporting period[79] - The company has reminded its directors to attend future shareholder meetings to ensure effective communication with shareholders[94] - No competitive interests were reported by directors or controlling shareholders during the period[96] - The audit committee, consisting of three independent non-executive directors, reviewed the financial statements and confirmed compliance with applicable accounting standards and GEM listing rules[100] Future Outlook - The group plans to maintain sustainable and profitable retail operations while gradually developing online and social media distribution channels to drive future growth[62] - The group anticipates that the global economic situation will improve in 2023/2024 due to government-issued electronic consumption vouchers and the local economy recovering from COVID-19[63] Product Development - The company has not disclosed any new product developments or market expansion strategies in the current report[8] - The company has not reported any significant new product launches or technological developments during this period[22]

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 就因本公告全部或任何部份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。 Mansion International Holdings Limited 民 信 國 際 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8456） 截 至2023年9月30日 止 六 個 月 中 期 業 績 公 告 民 信 國 際 控 股 有 限 公 司（「本 公 司」）董 事（「董 事」）會 謹 此 公 佈 本 公 司 及 其 附 屬 公 司 截 至2023年9月30日 止 六 個 月 之 未 經 審 核 簡 明 綜 合 財 務 業 績。本 公 告 列 載 本 公 司2023/24中 期 報 告 全 文，並 符 合 聯 交 所GEM證 券 上 市 規 則（「GEM上 市 規 則」）有 關 中 期 初 步 業 績 公 告 須 包 括 的 資 料 的 相 關 規 定。本 公 司2023/24年 中 期 報 告 的 印 刷 版 將 適 時 發 送 予 本 公 司 股 ...

Financial Performance - The company's revenue for the three months ended June 30, 2023, was HKD 16,551,000, representing a 9.2% increase from HKD 15,154,000 in the same period of 2022[3] - Gross profit for the same period was HKD 6,122,000, up from HKD 5,593,000, indicating a growth of 9.4%[3] - The company's profit before tax decreased significantly to HKD 596,000 from HKD 5,778,000, a decline of 89.7% year-on-year[3] - The total comprehensive income attributable to owners of the company for the period was HKD 596,000, compared to HKD 5,765,000 in the previous year, reflecting a decrease of 89.6%[3] - The company reported a basic and diluted earnings per share of HKD 0.28, down from HKD 2.73 in the same quarter of 2022[3] - Other income, gains, and losses for the quarter totaled HKD 125,000, a significant drop from HKD 7,050,000 in the prior year, primarily due to the absence of gains from the sale of subsidiaries[12] - The company's profit attributable to shareholders decreased significantly from HKD 5,765,000 in 2022 to HKD 596,000 in 2023[18] Costs and Expenses - The cost of sales rose by about 9.1%, from HKD 9,600,000 in the corresponding period to HKD 10,400,000 in 2023[22] - Gross profit increased by approximately 9.5%, from HKD 5,600,000 in the corresponding period to HKD 6,100,000 in 2023, with a slight increase in gross margin from 36.9% to 37.0%[22] - Selling and distribution costs decreased by about 15.9%, from HKD 2,900,000 to HKD 2,400,000[24] - Administrative and other expenses decreased by approximately 19.1%, from HKD 3,800,000 to HKD 3,100,000[24] - Financing costs decreased to HKD 130,000 from HKD 157,000, a reduction of 17.2%[13] - The company's profit before tax dropped from approximately HKD 5,800,000 in the corresponding period to HKD 600,000 in 2023, primarily due to the absence of gains from the sale of subsidiaries[26] Dividends and Shareholder Returns - The company did not declare any dividends for the period, consistent with the previous year[17] - The company does not plan to declare any dividends for the period, consistent with the previous year[27] Business Outlook - The company anticipates improved business performance in 2023/2024, driven by government-issued electronic consumption vouchers and recovery in the local economy[28] Share Options and Compliance - As of June 30, 2023, the company has 21,152,472 shares available for grant under the share option scheme[48] - There were no share options granted, exercised, cancelled, or lapsed during the period[47] - The company has a sufficient public float of at least 25% of issued shares, complying with GEM listing rules[55] - The company has not redeemed any listed securities during the period, nor have any subsidiaries purchased or sold such securities[54] - The board of directors confirmed compliance with the trading code for securities transactions during the period[56] - No share options were granted with performance-based vesting conditions during the period[46] - The company has not entered into any management contracts related to its business operations during the period[50] - There are no significant interests or short positions held by directors or major shareholders in the company's shares as of June 30, 2023[53] Audit and Governance - The audit committee, consisting of three independent non-executive directors, reviewed the financial statements and confirmed compliance with applicable accounting standards[60] - The company has adopted a code of conduct for securities transactions in accordance with GEM listing rules[56]

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 就因本公告全部或任何部份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。 Mansion International Holdings Limited 民 信 國 際 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8456） 截 至2023年6月30日 止 三 個 月 第 一 季 度 業 績 公 告 民 信 國 際 控 股 有 限 公 司（「本 公 司」）董 事（「董 事」）會 謹 此 公 佈 本 公 司 及 其 附 屬 公 司 截 至2023年6月30日 止 三 個 月 之 未 經 審 核 簡 明 綜 合 財 務 業 績。本 公 告 列 載本公司2023/24第一季度報告全文，並符合聯交所GEM證券上市規則（「GEM 上 市 規 則 」）有 關 第 一 季 度 初 步 業 績 公 告 須 包 括 的 資 料 的 相 關 規 定。 本公司2023/24年第一季度報告的印刷版將適時發送予本公司股東，並將按照 GEM上 市 規 則 所 規 定 ...

Financial Performance - For the fiscal year ending March 31, 2023, the company's revenue increased by approximately HKD 4.0 million, representing a growth of about 5.3% to approximately HKD 78.4 million compared to the previous year[10]. - The cost of sales rose by approximately 25.8% to about HKD 54.1 million, primarily due to increased material costs and management expenses[11]. - Gross profit decreased by approximately 22.7% to about HKD 24.3 million, resulting in a gross margin decline from 42.3% to 31.0%[11]. - The group has decided not to declare any dividends for the current year, consistent with the previous year[16]. - The group anticipates that business performance will depend on the COVID-19 situation and geopolitical tensions, expecting continued pressure in the coming year[17]. - The group reported a cumulative loss of HKD 158,212 thousand as of March 31, 2023, compared to HKD 115,167 thousand as of March 31, 2022[128]. Cost Management - The group's sales and distribution costs decreased by approximately 27.3% from about HKD 17.8 million to about HKD 12.9 million[13]. - Administrative and other expenses reduced by approximately 34.8% from about HKD 31.9 million to about HKD 20.8 million, mainly due to cost control measures[13]. - Financing costs decreased by approximately 32.4% from about HKD 820,000 to about HKD 554,000 due to the repayment of certain borrowings[14]. - The company is committed to implementing cost-cutting measures and streamlining operations to navigate ongoing challenges[6]. - The company will continue to enhance operational efficiency and implement cost control measures to improve core competitiveness[46]. Business Strategy - The company plans to reduce physical retail stores in Hong Kong while expanding its online business, reflecting a shift in consumer shopping behavior towards online platforms[6]. - The company aims to collaborate with other manufacturers in the Asia-Pacific region to expand its business into children's and youth clothing[6]. - The company anticipates that the global economic situation will improve in 2023/2024, allowing for exploration of suitable investment opportunities for business diversification[7]. - The group plans to review its asset structure and business strategy to better respond to future uncertainties and will strictly implement cost control policies[17]. - The group aims to maintain a sustainable and profitable retail business while gradually developing online and social media distribution channels for future growth[17]. Corporate Governance - The board consists of six directors, with independent non-executive directors making up 50% of the board members[64]. - The company emphasizes good corporate governance to enhance shareholder value and ensure effective accountability[56]. - The management team is responsible for executing the business plans and strategies adopted by the board[61]. - The company has adopted the GEM Listing Rules as the code of conduct for directors' securities transactions, confirming compliance during the fiscal year 2023[59]. - The company has a commitment to regular reviews of its corporate governance practices to ensure compliance with applicable codes[57]. Environmental, Social, and Governance (ESG) Initiatives - The report covers the company's environmental, social, and governance performance for the fiscal year ending March 31, 2023[164]. - The board is responsible for formulating ESG strategies and ensuring effective risk management and internal controls[168]. - The ESG Working Committee has been established to assist the board in managing ESG matters and monitoring key performance indicators[169]. - The company is committed to energy conservation, reducing greenhouse gas emissions, and providing a safe and healthy work environment[167]. - The company emphasizes equal opportunities and employee welfare as part of its social responsibility initiatives[176]. Stakeholder Engagement - Stakeholder engagement is conducted through various communication channels to align the company's sustainable development strategy with stakeholder interests[173]. - The company maintains regular communication with stakeholders through various channels, including annual meetings and email[175]. - The company encourages stakeholder feedback on its environmental, social, and governance matters to enhance overall performance[177]. Audit and Compliance - The audit committee, consisting of three independent non-executive directors, has reviewed the consolidated financial statements and found no significant issues[160]. - The company has established policies and procedures for risk management and internal control, which are regularly monitored and assessed for effectiveness[100]. - The company is committed to complying with the disclosure requirements under the GEM Listing Rules and the Securities and Futures Ordinance[107]. - The company has not made any charitable donations during the fiscal year 2023, consistent with 2022[134]. - The company has no significant compliance issues with relevant laws and regulations that would materially affect its operations[120].