Financial Performance - Turnover for the six months ended 30 September 2024 was HK864.392million,adecreasefromHK1,346.534 million in the same period last year[15] - Gross profit for the period was HK296.936million,downfromHK469.996 million in the previous year[17] - Loss from operations was HK1.257million,comparedtoalossofHK8.078 million in the prior year[19] - Loss before tax was HK39.937million,animprovementfromHK53.687 million in the same period last year[21] - Loss for the period was HK43.784million,comparedtoHK58.294 million in the previous year[23] - Basic and diluted loss per share attributable to owners of the company was HK0.176,comparedtoHK0.234 in the prior year[26] - Total comprehensive loss for the six months ended 30 September 2024 was HK20.429million,comparedtoHK115.932 million in the same period last year[29] - The company reported a loss before tax of HK39.937millionandanetlossofHK43.784 million for the six months ended 30 September 2024[70] - The Group recorded a loss attributable to owners of the Company of HK43.8millionforthePeriod,comparedtoalossofHK58.2 million for the same period last year[156] Cash Flow and Liquidity - Net cash flows from operating activities increased significantly to HK60.8millionin2024,comparedtoHK7.4 million in 2023, reflecting improved operational efficiency[51] - Net cash flows used in investing activities decreased to HK8.2millionin2024fromHK18.7 million in 2023, indicating reduced capital expenditures[51] - Net cash flows used in financing activities increased to HK129.6millionin2024fromHK111.5 million in 2023, primarily due to higher repayments of interest-bearing bank borrowings[51] - The company reported a net decrease in cash and cash equivalents of HK76.9millionin2024,comparedtoHK122.8 million in 2023, showing a slower rate of cash outflow[53] - Cash and cash equivalents at the end of the period stood at HK110.1millionin2024,downfromHK219.8 million in 2023, reflecting reduced liquidity[53] - As of 30 September 2024, the company had cash and bank balances (including pledged time deposits) of HK399million,whiletotalinterest−bearingbankborrowingsamountedtoHK983 million[57] - The company's directors have reviewed cash flow projections covering at least 12 months from 30 September 2024, concluding sufficient working capital to meet financial obligations during this period[59] - Net debt position as of 30 September 2024 was approximately HK601.6million,comparedtoHK602.3 million as of 31 March 2024[179] - Net gearing ratio increased to 113.0% as of 30 September 2024, up from 108.9% as of 31 March 2024[179] Assets and Liabilities - Net current assets as of 30 September 2024 decreased to HK536.030millionfromHK639.046 million as of 31 March 2024[31] - Total assets less current liabilities stood at HK1,021.604millionasof30September2024,downfromHK1,127.666 million as of 31 March 2024[31] - Net assets decreased to HK532.533millionasof30September2024fromHK552.962 million as of 31 March 2024[34] - Equity attributable to owners of the company decreased to HK533.255millionasof30September2024fromHK553.725 million as of 31 March 2024[35] - Cash and cash equivalents decreased to HK110.146millionasof30September2024fromHK179.967 million as of 31 March 2024[31] - Non-current liabilities decreased to HK489.071millionasof30September2024fromHK574.704 million as of 31 March 2024[35] - Total equity decreased to HK532.533millionasof30September2024fromHK552.962 million as of 31 March 2024[35] - Total financial liabilities including gold loans and interest-bearing bank borrowings amounted to HK1,000,420,000asof30September2024,downfromHK1,076,394,000 as of 31 March 2024[135] - Interest-bearing bank borrowings decreased to HK982,785,000asof30September2024fromHK1,060,209,000 as of 31 March 2024[135] - The company's assets, including property, plant, and equipment, were mortgaged or pledged for approximately HK606,962,000asof30September2024[120]SegmentPerformance−TheGroupoperatesinfourreportablesegments:RetailBusiness,WholesaleBusiness,E−business,andOtherBusinesses[67]−RetailBusinessincludesdirectretailsalesofjewelryproductsthroughphysicaloutletsundertheTSL,DUObyTSL,andTSLTOSItrademarks,aswellasretailmanagementservicefees[67]−WholesaleBusinessincludeswholesalesalesofjewelryproductstocustomers,includingfranchisees[67]−E−businessincludessalesofjewelryproductstocustomersone−commerceplatforms[67]−Segmentperformanceisevaluatedbasedonadjustedprofit/(loss)beforetax,excludingunallocatedexpenses,fairvaluegains/(losses)oninvestmentproperties,andnon−lease−relatedfinancecosts[69]−Segmentassetsexcludedeferredtaxassetsandtaxrecoverable,whicharemanagedonagroupbasis[69]−Segmentliabilitiesexcludegoldloans,interest−bearingbankborrowings,taxpayable,deferredtaxliabilities,andemployeebenefitobligations,whicharemanagedonagroupbasis[69]−Totalrevenueforthesixmonthsended30September2024wasHK864.392 million, with retail business contributing HK607.270million,wholesalebusinessHK116.621 million, e-business HK135.994million,andotherbusinessesHK4.507 million[70] - Revenue from external customers in Hong Kong and Macau was HK236.790million,MainlandChinaHK548.193 million, and other countries HK79.409millionforthesixmonthsended30September2024[76]−RevenuefromsalesofjewelryproductswasHK817.905 million, while service income was HK46.487millionforthesixmonthsended30September2024[78]−TheretailbusinesssegmentrevenuewasHK560.783 million from sales of jewelry products and HK46.487millionfromserviceincomeforthesixmonthsended30September2024[82]−Totalrevenueforthesixmonthsended30September2023wasHK1,346,534,000, with retail business contributing HK935,714,000,wholesalebusinessHK242,705,000, e-business HK165,560,000,andotherbusinessesHK2,555,000[83] - Sales of jewellery products accounted for HK1,306,254,000ofthetotalrevenue,whileserviceincomecontributedHK40,280,000[83] - The Group's retail business in Malaysia showed desirable growth in sales turnover and profitability during the Period[168] - Retail business in Malaysia showed strong performance with sales turnover and profitability growing compared to the same period last year, driven by economic recovery, strong brand equity, improved product mix, and increased demand for 24K gold products[171] - Wholesale business experienced a slowdown due to a significant decline in demand for natural diamonds, leading to decreased sales turnover, and franchise network expansion was impacted by poor retail market sentiment in Mainland China[173] - E-business sales turnover declined during the period due to market downturn and planned inventory adjustments, with gross profit margin affected by increased sales of 24K gold products and clearance of aged gem-set jewellery[175] Cost and Expense Management - Cost of goods sold for the six months ended 30 September 2024 was HK580,903,000,comparedtoHK897,276,000 in the same period in 2023[85] - Employee benefit expense, including wages, salaries, and other benefits, was HK171,479,000forthesixmonthsended30September2024,downfromHK257,596,000 in the same period in 2023[85] - Finance costs for the six months ended 30 September 2024 were HK38,680,000,includingHK31,904,000 in interest on bank loans and overdrafts and HK3,418,000ininterestonleaseliabilities[92]−Sellinganddistributionexpensesandadministrationexpenseswerereducedbyapproximately38.3188.6 million during the Period[156] - The Group closed several underperforming retail stores in Hong Kong and Macao to save costs and improve efficiency[158] - Total number of employees decreased to 1,325 as of 30 September 2024, down from 2,240 as of 30 September 2023[181] Strategic Initiatives and Business Transformation - The company is restructuring its store network and transforming its business model, especially in Mainland China, to improve sales and mitigate liquidity pressure[57] - Cost control strategies, including staff relocations and headcount reductions, have been implemented to streamline operations and reduce expenses[57] - The company will continue to closely monitor compliance with financial covenants for banking facilities and bank borrowings, actively negotiating with banks to obtain waivers as needed to avoid immediate repayment requests[59] - The Group expects sales performance and overall profitability of its retail stores in Hong Kong and Macao to improve progressively in coming years[159] - The Group operates 390 stores in Mainland China, with approximately 85% being franchised stores[167] - The Group plans to expand its franchised store network, close non-performing self-operated stores, and maintain a balanced inventory mix of 24-karat gold and gem-set jewellery products in Mainland China[167] - The Group reopened 2 newly renovated flagship stores in Malaysia, located at Elite Pavilion in Kuala Lumpur and Gurney Plaza in Penang[169] - The Group will continue to expand its store network gradually at optimal locations in Malaysia to realize market potential[169] - The company is strategically transforming from a retail-focused model to a balanced retail-and-wholesale model to support rapid franchise network expansion in the coming years[173] - The company strengthened cooperation with popular e-commerce platforms in Mainland China, driving traffic to its online stores and transforming its e-business team for quicker market response[175] - The company plans to expand its franchise network in Mainland China with a mix of self-operated and franchised stores, aiming to improve sales performance and profitability in the coming years[177] Accounting Standards and Financial Reporting - The company has adopted revised HKFRSs, including amendments to HKFRS 16, HKAS 1, and HKAS 7, which did not impact the financial position or performance due to the absence of relevant transactions[60][62] - The 2020 and 2022 amendments to HKAS 1 clarified the classification of liabilities as current or non-current, with no impact on the company's financial position or performance[62] - Amendments to HKAS 7 and HKFRS 7 require additional disclosures for supplier finance arrangements, but the company has no such arrangements, resulting in no impact on the financial information[63] - The Group has no supplier financing arrangements, and the amendments to HKFRS 7 have no impact on the condensed consolidated interim financial data[64] - The Group has not yet applied the new and revised HKFRSs, including HKFRS 18, HKFRS 19, and amendments to HKFRS 9, HKFRS 7, HKFRS 10, and HKAS 28, which will become effective between 2025 and 2027[66] - The Group is assessing the impact of adopting the new and revised HKFRSs and has concluded that their adoption is unlikely to have a significant impact on the consolidated financial statements[66] - The interim financial report was approved by the board of directors on 14 November 2024[150] Shareholding and Ownership - 180,691,775 ordinary shares of the company are held by Partner Logistics Limited, controlled by Blink Technology Limited, which is owned by Mr. Tse Tat Fung, Tommy[187] - Ms. Yau On Yee, Annie, an executive director, is deemed to be interested in 180,691,775 ordinary shares held by Partner Logistics Limited, representing approximately 72.57% of the total issued share capital[189][190] - 5,219 ordinary shares are held by Mr. Tse Tat Fung, Tommy, and Ms. Yau On Yee, Annie is deemed to be interested in these shares[191][192] - Partner Logistics Limited holds 180,691,775 ordinary shares, representing 72.51% of the total issued share capital[199] - Blink Technology Limited holds 180,691,775 ordinary shares, representing 72.51% of the total issued share capital[199] - Tse Tat Fung, Tommy holds 180,691,775 ordinary shares through controlled corporations, representing 72.57% of the total issued share capital[199] - Rosy Blue Overseas Holdings Limited holds 180,691,775 ordinary shares, representing 72.51% of the total issued share capital[199] - Rosy Blue Jewellery (HK) Limited holds 180,691,775 ordinary shares, representing 72.51% of the total issued share capital[199] - Prime Investments S.A. holds 180,691,775 ordinary shares, representing 72.51% of the total issued share capital[199] - Elmas Hong Kong Limited holds 180,691,775 ordinary shares as a trustee, representing 72.51% of the total issued share capital[199] - The total issued share capital as of 30 September 2024 is 249,182,030 ordinary shares[200] Other Financial Information - Exchange differences on translation of foreign operations resulted in a gain of HK23.355million,comparedtoalossofHK57.638 million in the previous year[28] - Other comprehensive income for the period, net of tax, was HK23.355million,comparedtoalossofHK57.638 million in the same period last year[29] - Retained profits decreased to HK122.931millionasof30September2024fromHK166.721 million as of 1 April 2024[47] - The company did not recommend the payment of any interim dividend for the six months ended 30 September 2024, consistent with the previous year[97] - Basic loss per share for the six months ended 30 September 2024 was HK0.176,basedonalossattributabletoownersofHK43,790,000 and 249,182,030 ordinary shares in issue[99] - Inventories as of 30 September 2024 totaled HK1,210,472,000,includingHK95,408,000 in raw materials, HK11,860,000inworkinprogress,andHK1,103,204,000 in finished goods[104] - Trade receivables as of 30 September 2024 amounted to HK84,472,000,withanimpairmentofHK11,950,000, resulting in a net amount of HK72,522,000[108]−Tradereceivablesagedwithin1monthdecreasedtoHK57,160,000 as of 30 September 2024 from HK73,807,000asof31March2024[109]−Tradepayablesasof30September2024totaledHK364,360,000, with HK172,107,000agedwithin1month[113]−Thecompany′sauthorizedsharecapitalconsistsof1,500,000,000ordinarysharesofHK0.25 each, totaling HK375,000,000[116]−Issuedandfullypaidsharesasof30September2024were249,182,030ordinarysharesofHK0.25 each, totaling HK62,296,000[116]−BalancesduetorelatedcompaniesamountedtoHK58,838,000 as of 30 September 2024, down from HK77,665,000asof31March2024[119]−Purchasesfromrelatedcompaniesduringthesixmonthsended30September2024amountedtoHK8,424,000, while sales to a related company were HK49,063,000[125]−RemunerationpaidtoMr.TommyTseandMr.TseSeniorduringthereportingperiodwasHK1,209,000 and HK974,000respectively,comparedtoHK1,209,000 and HK753,000in2023[127]−TotalcompensationforkeymanagementpersonnelwasHK4,403,000 for the six months ended 30 September 2024, slightly down from HK4,579,000inthesameperiodof2023[132]−TheGroup′scontractualcommitmentsforproperty,plantandequipmentstoodatHK29,114,000 as of 30 September 2024, up from HK22,888,000asof31March2024[133]−ThefairvalueofgoldloanswasHK17,635,000 as of 30 September 2024, classified under Level 2 of the fair value hierarchy[139] - Fair value of financial liabilities categorized as Level 3 (unobservable inputs) was HK982,785thousandasof30September2024[144]−Interest−bearingbankborrowingsunderfinancialliabilitieshadafairvalueofHK1,060,209 thousand as of 31 March 2024[146] - No transfers of fair value measurements between Level 1, Level 2, and Level 3 during the six months ended 30 September 2024[147] - Management assessed that fair values of cash, cash equivalents, and short-term financial instruments approximate their carrying amounts[148] - Gold loan fair value is based on open market gold prices, while other financial assets and liabilities are measured at amortized cost[150] - Group turnover decreased by 35.8% to HK864.4millionfromHK1,346.5 million compared to the same period in 2023[152] - Gross profit margin slightly dropped from 34.9% in 2023 to 34.4% due to increased sales mix of 24-karat gold products[153] - No interim dividend was recommended for the six months ended