神通机器人教育(08206) - 2024 - 年度业绩

Chairman's Report This report provides an overview of the Group's financial performance, business operations, future outlook, and expresses gratitude to stakeholders Financial Performance The Group's revenue from continuing operations increased by 6.4% for the year ended March 31, 2024, but the loss for the year expanded due to reduced exchange gains | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue from continuing operations | 16,602 | 15,602 | | Loss for the year | 4,155 | 3,959 (Restated) | - Revenue from continuing operations increased by approximately 6.4% year-on-year[6] - The increase in loss for the year was primarily due to a decrease in exchange gains[6] Business Review The Group's core business is robotics-related education and training in China, which recovered since early 2023 with three consecutive years of revenue growth, driven by the popularity and efficiency of in-person courses - The principal business involves robotics-related education and training in China[7] - Business recovered and revenue increased by approximately 6.4% since early 2023 following the lifting of restrictions by local Chinese governments[7][8] - Revenue has shown continuous growth for three consecutive years[7] - In-person courses have become the predominant form of instruction, replacing online classes due to their popularity among students and parents and higher teaching efficiency[8] Outlook The Group plans to launch various robotics-themed activities and collaborate with the National School Sports Robotics Alliance in Heilongjiang Province to establish smart robotics classrooms, promoting intelligent education and robotics industry development - Plans to launch various robotics-themed activities in Heilongjiang Province[11] - Will actively collaborate with members of the National School Sports Robotics Alliance in Heilongjiang Province to plan smart robotics classrooms[11] - Aims to promote intelligent education in schools and foster the internationalization and diversified development of robotics education in China[11] Acknowledgements The Board expresses gratitude to shareholders for their support and acknowledges the dedication and contributions of directors, management, and staff over the past year Consolidated Financial Statements This section presents the Group's consolidated financial statements, including the statements of profit or loss, comprehensive income, and financial position, reflecting its financial performance and position Consolidated Statement of Profit or Loss For the year ended March 31, 2024, the Group's revenue from continuing operations increased by 6.4% to HKD 16,602 thousands, but the loss for the year expanded to HKD 4,155 thousands due to a significant decrease in net other gains and losses Consolidated Statement of Profit or Loss Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 16,602 | 15,602 | | Gross profit | 11,327 | 7,998 | | Other gains and losses, net | 199 | 3,074 | | Operating loss | (3,992) | (1,653) | | Loss from continuing operations for the year | (4,155) | (3,028) | | Loss for the year | (4,155) | (3,959) | | Basic loss per share (HK cents) | (0.22) | (0.21) | - Revenue from continuing operations increased by 6.4% year-on-year[14] - Net other gains and losses significantly decreased from HKD 3,074 thousands in 2023 to HKD 199 thousands in 2024[14] - Loss for the year expanded from HKD 3,959 thousands in 2023 to HKD 4,155 thousands in 2024[14] Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group reported a loss for the year of HKD 4,155 thousands in 2024, with an additional loss of HKD 4,174 thousands from exchange differences on translating foreign operations, resulting in a total comprehensive loss attributable to owners of HKD 8,329 thousands Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Loss for the year | (4,155) | (3,959) | | Exchange differences on translating foreign operations | (4,174) | (15,247) | | Total comprehensive income for the year attributable to owners of the Company | (8,329) | (19,206) | - Loss from exchange differences on translating foreign operations decreased from HKD 15,247 thousands in 2023 to HKD 4,174 thousands in 2024[15] Consolidated Statement of Financial Position As of March 31, 2024, the Group's net current liabilities and net liabilities both increased, indicating challenging financial conditions primarily due to a significant reduction in bank and cash balances Consolidated Statement of Financial Position Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Total non-current assets | 4,685 | 4,130 | | Total current assets | 83,190 | 128,580 | | Total current liabilities | 145,570 | 180,848 | | Net current liabilities | (62,380) | (52,268) | | Total non-current liabilities | 3,416 | 4,644 | | Net liabilities | (61,111) | (52,782) | | Equity deficiency | (61,111) | (52,782) | - Bank and cash balances significantly decreased from HKD 125,439 thousands in 2023 to HKD 77,749 thousands in 2024[17] - Net current liabilities increased from HKD 52,268 thousands in 2023 to HKD 62,380 thousands in 2024[17] - Net liabilities increased from HKD 52,782 thousands in 2023 to HKD 61,111 thousands in 2024[19] Notes to the Consolidated Financial Statements This section provides detailed notes to the consolidated financial statements, covering the basis of preparation, accounting policies, revenue breakdown, and other financial disclosures Basis of Preparation The Group's consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards on a going concern basis, despite significant uncertainties, supported by a commitment from the major shareholder to provide sufficient funding - The consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[21] - The Group incurred a loss of approximately HKD 4,155 thousands for the year 2024, with net current liabilities and net liabilities of approximately HKD 62,380 thousands and HKD 61,111 thousands respectively, indicating a material uncertainty related to going concern[22][74] - Major shareholder Shenzhou Communication Investment has agreed to defer the repayment date of amounts due to it until August 15, 2025, and its holding company, Shenzhou Communication, has committed to providing sufficient funds to support the Group's operations[22][23] Going Concern Assumption Despite significant financial challenges, the Group's going concern is supported by deferred liabilities and a commitment from its major shareholder to provide adequate funding - The Group's contract liabilities as of March 31, 2024, amounted to HKD 6,650 thousands, representing deferred revenue not requiring cash settlement[22] - Major shareholder Shenzhou Communication Investment has deferred the repayment date of HKD 95,100 thousands until August 15, 2025[22] - Shenzhou Communication, the holding company of the major shareholder, has committed to continue providing sufficient funds to the Group to meet its financial obligations[23] Adoption of New and Revised Hong Kong Financial Reporting Standards The Group has adopted several new and revised Hong Kong Financial Reporting Standards, with amendments to HKAS 1 and HKAS 12 impacting accounting policy disclosures and deferred tax, but with limited material effect on financial position and performance - The Group has initially applied several amendments to Hong Kong Financial Reporting Standards that are mandatorily effective for annual periods beginning on or after April 1, 2023[24] - The application of amendments to HKAS 1 and HKFRS Practice Statement 2 'Disclosure of Accounting Policies' affected the disclosure of accounting policy information but did not have a material impact on the financial position and performance[26][28] - The application of amendments to HKAS 12 'Deferred Tax related to Assets and Liabilities arising from a Single Transaction' narrowed the scope of the initial recognition exemption, leading to adjustments in deferred tax assets and liabilities[28][30][33][34] Impact of Standards Applied The application of new standards, particularly HKAS 1 and HKAS 12, refined accounting policy disclosures and resulted in adjustments to deferred tax assets and liabilities, with a minor impact on income tax credit - Amendments to HKAS 1 replaced 'significant accounting policies' with 'material accounting policy information', emphasizing that accounting policy information is material if it could influence users' decisions in financial statements[26] - Amendments to HKAS 12 resulted in an increase of HKD 843 thousands in deferred tax assets and an increase of HKD 676 thousands in deferred tax liabilities in 2024[33] - Changes in accounting policies had an impact of HKD 110 thousands on the income tax credit for the loss for the year in 2024[30] Standards Issued But Not Yet Effective The Group has not early adopted several new and revised standards, including amendments to HKAS 21 and HKAS 1, which clarify liability classification and defer effective dates - The Group has not early applied standards issued but not yet effective, including amendments to HKAS 21 'Lack of Exchangeability', HK(IFRIC)-Int 5 (Revised) 'Classification of Liabilities as Current or Non-current', and HKAS 1 (Amendments) 'Non-current Liabilities with Covenants'[36][37] - Related amendments to HKAS 1 and HK(IFRIC)-Int 5 clarified the criteria for classifying liabilities as current or non-current, particularly regarding settlement periods and covenant compliance[38][40] - The 2022 amendments deferred the effective date of the 2020 amendments to annual reporting periods beginning on or after April 1, 2024[41] Revenue The Group's revenue from continuing operations for 2024 primarily derived from robotics courses, increasing by 6.4% year-on-year, with new income from competition admissions, and most revenue recognized over time Revenue Breakdown | Service Line | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Robotics courses | 16,290 | 15,602 | | Competition admissions | 312 | – | | Total | 16,602 | 15,602 | - Revenue increased by 6.4% year-on-year in 2024[43] - New revenue from competition admissions amounted to HKD 312 thousands[43] - The majority of revenue (HKD 16,290 thousands) was recognized for services transferred over time, while HKD 312 thousands was recognized for services transferred at a point in time[44] - All revenue was derived from Mainland China[44] - Transaction price allocated to remaining performance obligations (contract liabilities) decreased from HKD 12,164 thousands in 2023 to HKD 6,650 thousands in 2024[45] Investment and Other Income The Group's investment and other income for 2024 primarily consisted of interest income, as government subsidies ceased in 2023 Investment and Other Income Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Interest income | 224 | 302 | | Government subsidies | – | 104 | | Total | 224 | 406 | - Total investment and other income for 2024 was HKD 224 thousands, a decrease from HKD 406 thousands in 2023[46] - Government subsidies in 2023 were COVID-19 related subsidies from the Hong Kong Government's 'Employment Support Scheme', with no such income in 2024[46] Other Gains and Losses, Net The Group's net other gains and losses significantly decreased in 2024, primarily due to the absence of exchange gains and gains from disposal of property, plant and equipment Other Gains and Losses, Net Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Exchange gains / (losses) | – | 2,676 | | Gain on disposal of property, plant and equipment | – | 398 | | Others | 199 | – | | Total | 199 | 3,074 | - Net other gains and losses for 2024 amounted to HKD 199 thousands, a significant decrease from HKD 3,074 thousands in 2023[47] - In 2023, exchange gains of HKD 2,676 thousands and gains on disposal of property, plant and equipment of HKD 398 thousands were recorded, both of which were zero in 2024[47] Segment Information The Group has ceased its promotion and management services segment and now considers its robotics education and related businesses in Heilongjiang Province, China, as a single operating segment, thus no separate segment analysis is presented - As of March 31, 2023, the Group ceased its promotion and management services segment operations[48] - Currently, the provision of robotics education courses and other related businesses in Heilongjiang Province, China, is considered a single operating segment[48] - No separate analysis of segment information by geographical area is presented as revenue and non-current assets are primarily derived from a single geographical region in China[49] - No single customer accounted for 10% or more of the Group's revenue in 2024 and 2023[50] Finance Costs The Group's finance costs for 2024 primarily comprised interest expense on lease liabilities, with interest on promissory notes to the major shareholder reducing to zero this year Finance Costs Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Interest on promissory notes to Shenzhou Communication Investment | – | 741 | | Interest expense on lease liabilities | 273 | 254 | | Total | 273 | 995 | - Total finance costs for 2024 amounted to HKD 273 thousands, a significant decrease from HKD 995 thousands in 2023[51] - Interest on promissory notes to Shenzhou Communication Investment was HKD 741 thousands in 2023, decreasing to zero in 2024[51] Income Tax Credit / (Expense) The Group recorded an income tax credit of HKD 110 thousands in 2024, primarily from deferred tax, with no Hong Kong profits tax or PRC enterprise income tax provision due to the absence of taxable profits Income Tax Credit / (Expense) Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Current tax — PRC | – | – | | Deferred tax | 110 | (380) | | Total | 110 | (380) | - Income tax was a credit of HKD 110 thousands in 2024, compared to an expense of HKD 380 thousands in 2023[52] - No provision for Hong Kong profits tax and PRC enterprise income tax was made as the Group had no assessable profits[52][53] - Unused tax losses were sufficient to be carried forward to offset taxable profits for the year[53] Loss from Continuing Operations for the Year The Group's loss from continuing operations in 2024 was primarily influenced by expenses such as auditor's remuneration, depreciation of right-of-use assets, and legal and professional fees Key Deductions for Loss from Continuing Operations | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Auditor's remuneration — audit services | 608 | 600 | | Auditor's remuneration — other services | 275 | 350 | | Depreciation of right-of-use assets | 2,375 | 2,512 | | Legal and professional fees | 882 | 737 | - Total auditor's remuneration in 2024 amounted to HKD 883 thousands, a slight decrease from HKD 950 thousands in 2023[55] - Depreciation of right-of-use assets was HKD 2,375 thousands, representing a significant expense item[55] Discontinued Operations The Group ceased its promotion and management business segment operations on March 31, 2023, which recorded a loss of HKD 931 thousands prior to termination - On March 31, 2023, the Board resolved to discontinue the Group's promotion and management business segment operations[56] Loss from Discontinued Operations (2023) | Metric | 2023 (HKD thousands) | | :--- | :--- | | Revenue | 70 | | Gross profit | 70 | | Operating loss | (931) | | Loss from discontinued operations for the year | (931) | - Discontinued operations generated a loss of HKD 931 thousands in 2023[58] Dividends No dividends were paid or proposed by the Company during or since the end of the reporting period - No dividends were paid or proposed during the reporting period[59] - No dividends have been proposed since the end of the reporting period[59] Loss Per Share The Group's basic loss per share for 2024 was 0.22 HK cents, a slight increase from 2023, with no diluted earnings per share presented due to the absence of dilutive potential ordinary shares Loss Per Share Summary | Item | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic loss per share from continuing and discontinued operations | (0.22) | (0.21) | | Basic loss per share from continuing operations | (0.22) | (0.16) | | Basic loss per share from discontinued operations | 0.00 | (0.05) | - Basic loss per share is calculated based on the loss for the year attributable to owners of the Company of approximately HKD 4,155 thousands and the weighted average number of ordinary shares in issue of approximately 1,895,697,017 shares[60] - No diluted earnings per share is presented as the Company had no dilutive potential ordinary shares during the reporting period[60][61][62] Prepayments, Deposits and Other Receivables The Group's total prepayments, deposits, and other receivables increased in 2024, primarily due to a new amount receivable from a major shareholder Prepayments, Deposits and Other Receivables Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Amount due from a major shareholder | 3,147 | – | | Other receivables | 38 | 502 | | Prepayments and deposits | 2,256 | 2,639 | | Total | 5,441 | 3,141 | - The total amount for 2024 was HKD 5,441 thousands, an increase from HKD 3,141 thousands in 2023[63] - A new amount due from a major shareholder of HKD 3,147 thousands was recognized, which is trade in nature, unsecured, interest-free, and has a 30-day credit period[63] Accruals and Other Payables The Group's total accruals and other payables slightly decreased in 2024, mainly due to reductions in amounts due to related companies and trade-related amounts due to Shenzhou Communication Accruals and Other Payables Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Amounts due to Shenzhou Communication Investment (repayable by August 15, 2025) | 95,100 | 95,100 | | Amounts due to Shenzhou Communication Investment (repayable on demand) | 564 | 564 | | Amounts due to Shenzhou Communication — trade in nature | – | 5,888 | | Amounts due to Shenzhou Communication — non-trade in nature | 729 | 777 | | Amounts due to related companies | 625 | 2,907 | | Accrued salaries | 5,941 | 6,369 | | Accrued expenses | 1,396 | 908 | | Deposits received | 4,854 | 5,143 | | Other payables | 976 | 1,869 | | Total | 110,185 | 119,525 | - The total amount for 2024 was HKD 110,185 thousands, a decrease from HKD 119,525 thousands in 2023[64] - Amounts due to Shenzhou Communication (trade in nature) decreased from HKD 5,888 thousands in 2023 to zero in 2024[64] - Amounts due to related companies decreased from HKD 2,907 thousands in 2023 to HKD 625 thousands in 2024[64] Share Capital The Group's authorized and issued share capital remained unchanged during the reporting period, with active capital structure management to balance shareholder returns and sound capital position while complying with GEM Listing Rules' public float requirements Share Capital Summary | Item | Number of shares 2024 | Amount 2024 (HKD thousands) | Number of shares 2023 | Amount 2023 (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Authorised share capital (HKD 0.01 par value per share) | 10,000,000,000 | 100,000 | 10,000,000,000 | 100,000 | | Issued and fully paid share capital (HKD 0.01 par value per share) | 1,895,697,017 | 18,957 | 1,895,697,017 | 18,957 | - The Group's authorized and issued share capital remained unchanged during the reporting period[66] - The Group monitors capital using a debt-to-adjusted capital ratio and actively reviews and manages its capital structure[67][68] - The Company is required to maintain a public float of at least 25% of its issued shares throughout the year and has not been informed of any non-compliance[70] Events After the Reporting Period Subsequent to the reporting period, the repayment date for the major shareholder's loan was further deferred, a non-legally binding memorandum of understanding was signed for a potential acquisition of a Chinese company's equity, and a new loan agreement was secured - On June 1, 2024, the repayment date for amounts due to Shenzhou Communication Investment was deferred from August 15, 2024, to August 15, 2025[72] - On June 14, 2024, the Company entered into a non-legally binding memorandum of understanding with two potential vendors for the proposed acquisition of certain equity interests in a Chinese company[72] - On June 17, 2024, the Company entered into a loan agreement with Shenzhou Communication Investment for HKD 1,220 thousands, which is interest-free, unsecured, and repayable on demand[72] Extracts from Independent Auditor's Report This section presents key extracts from the independent auditor's report, including their opinion on the financial statements and a highlight of material uncertainties related to going concern Opinion The auditor believes the consolidated financial statements fairly present the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and comply with the disclosure requirements of the Hong Kong Companies Ordinance - The auditor is of the opinion that the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at March 31, 2024, and of its consolidated financial performance and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards[73] - The consolidated financial statements have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[73] Material Uncertainty Related to Going Concern The auditor draws attention to a material uncertainty regarding the Group's ability to continue as a going concern, given its loss in 2024 and high net current and total liabilities, but has not modified their opinion on this matter - The Group incurred a loss of approximately HKD 4,155 thousands for the year 2024[74] - The Group had net current liabilities and net liabilities of approximately HKD 62,380 thousands and HKD 61,111 thousands respectively as of March 31, 2024[74] - These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[74] - The auditor's opinion is not modified in respect of this matter[74] Management Discussion and Analysis This section provides management's perspective on the Group's financial performance, liquidity, capital structure, and other operational aspects for the reporting period Revenue and Profitability The Group's revenue from continuing operations grew by 6.4% in 2024, with significantly improved gross profit primarily due to demand recovery post-pandemic and no class suspensions Revenue and Profitability Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue from continuing operations | 16,602 | 15,602 | | Gross profit from continuing operations | 11,327 | 7,998 | | Selling and distribution and administrative expenses | 15,969 | 13,756 | - Revenue from continuing operations increased by approximately 6.4% year-on-year[77] - Gross profit increased from HKD 7,998 thousands in 2023 to HKD 11,327 thousands in 2024, primarily due to demand recovery post-pandemic and no class suspensions[77] - Total selling and distribution and administrative expenses increased from HKD 13,756 thousands in 2023 to HKD 15,969 thousands in 2024[78] Loss for the Year The Group's loss for the year expanded to HKD 4,155 thousands in 2024, primarily attributed to a decrease in exchange gains Loss for the Year Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Loss for the year | 4,155 | 3,959 (Restated) | - Loss for the year expanded from HKD 3,959 thousands in 2023 to HKD 4,155 thousands in 2024[79] - The decline in results was primarily due to a decrease in exchange gains[79] Segment Information The Group's performance analysis, detailed in Note 6 to the consolidated financial statements, indicates the cessation of the promotion and management services segment and the treatment of robotics education business as a single operating segment - The Group's performance analysis is presented in Note 6 to the consolidated financial statements[80] Liquidity and Financial Resources The Group's net current liabilities increased, mainly due to a reduction in cash and cash equivalents, and while major shareholder loans are zero, significant amounts remain payable Liquidity and Financial Resources Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Net current liabilities | 62,400 | 52,300 | | Cash and cash equivalents | 77,700 | 125,400 | | Prepayments, deposits and other receivables | 5,400 | 3,100 | | Accruals and other payables | 110,200 | 119,500 | | Current tax liabilities | 25,900 | 27,000 | | Contract liabilities | 6,700 | 12,200 | | Loans from a major shareholder | – | 21,500 | - As of March 31, 2024, the Group's net current liabilities were approximately HKD 62,400 thousands, an increase from HKD 52,300 thousands in 2023[82] - Cash and cash equivalents decreased from HKD 125,400 thousands in 2023 to HKD 77,700 thousands in 2024[82] - Outstanding loans from Shenzhou Communication Investment were reduced to zero in 2024, but amounts due to Shenzhou Communication Investment of HKD 95,100 thousands and HKD 600 thousands remain payable[81] Gearing Ratio The Group's gearing ratio remained at 0% as of March 31, 2024, consistent with the prior year, indicating no interest-bearing borrowings Gearing Ratio | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Gearing ratio | 0% | 0% | - Gearing ratio is measured as total interest-bearing borrowings as a percentage of equity[84] Capital Structure No changes occurred in the capital structure during the year - No changes in capital structure occurred during the year[85] Pledge of Assets The Group had no assets pledged at the end of the reporting period - As of March 31, 2024, and March 31, 2023, the Group had not pledged any of its assets[86] Employees, Remuneration Policy and Staff Costs The Group experienced a reduction in employee headcount and a corresponding decrease in staff costs, with remuneration policies based on market conditions, performance, qualifications, and experience, complemented by various benefits Employees and Staff Costs Summary | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Number of employees | 56 | 66 | | Staff costs (HKD thousands) | 8,500 | 10,300 | - The number of employees decreased from 66 in 2023 to 56 in 2024[87] - Staff costs decreased from HKD 10,300 thousands in 2023 to HKD 8,500 thousands in 2024[87] - Remuneration policy is determined with reference to market conditions, employee performance, qualifications, and experience, offering benefits such as year-end bonuses, share option schemes, MPF contributions, and group medical plans[87] Material Investments or Capital Assets The Group had no material investments during the reporting period but is in preliminary discussions for a potential acquisition of equity in an education platform and software company - The Group had no material investments for the years ended March 31, 2024, and March 31, 2023[89] - The Company is in preliminary discussions regarding a possible acquisition of certain equity interests in an education platform and software company[89] - No material terms have been agreed upon, nor has a definitive agreement been entered into, and the potential acquisition may or may not proceed[89] Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies No material acquisitions or disposals of subsidiaries occurred during the year - No material acquisitions or disposals of subsidiaries occurred during the year[91] Foreign Currency Risk The Group primarily conducts business in HKD and RMB, anticipating no significant foreign exchange fluctuation risk, and currently lacks a hedging policy but monitors risk - The Group's revenue, expenses, assets, and liabilities are primarily denominated in HKD and RMB[92] - The Group does not expect to face significant foreign exchange fluctuation risk[92] - The Group currently has no foreign currency hedging policy, but management will monitor foreign exchange risk and consider hedging when necessary[92] Contingent Liabilities The Group had no material contingent liabilities at the end of the reporting period - As of March 31, 2024, and March 31, 2023, the Group had no material contingent liabilities[93] Capital Commitments The Group had no material capital commitments at the end of the reporting period - As of March 31, 2024, the Group had no material capital commitments[94] Purchase, Sale or Redemption of Shares Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's shares during the reporting period, and no shares were held in treasury - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares on GEM during the year ended March 31, 2024[95] - As of the year ended March 31, 2024, the Company held no treasury shares[95] Other Information This section covers additional information including directors' securities transactions, corporate governance practices, dividend recommendations, audit committee activities, auditor's scope of work, and details of the upcoming annual general meeting Directors' Securities Transactions The Board has adopted a code of conduct for securities transactions by directors and confirms all directors complied with the required standard of dealing and GEM Listing Rules during the reporting period - The Board has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standard of dealing set out in Rules 5.48 to 5.67 of the GEM Listing Rules[97] - The Company is not aware of any non-compliance by directors with the required standard of dealing and the code of conduct for securities transactions[97] Corporate Governance Practices The Group adopted and complied with the Corporate Governance Code as set out in Appendix 15 (now Appendix C1) of the GEM Listing Rules throughout the reporting period, with the Board committed to maintaining high standards of corporate governance - The Group has adopted and complied with the practices and code provisions of the Corporate Governance Code as set out in Appendix 15 (revised to Appendix C1 on December 31, 2023) of the GEM Listing Rules throughout the year ended March 31, 2024[98] - The Board confirms that all directors have complied with the principles and code provisions set out in the Corporate Governance Code throughout the reporting period[99] Appropriation The directors do not recommend the payment of any dividends for the year - The directors do not recommend the payment of any dividends for the year[100] Audit Committee The Audit Committee held four meetings during the reporting period, reviewing the Group's internal control systems and various financial reports, and deemed the financial statements compliant with accounting standards and Listing Rules - The Audit Committee held four meetings during the year ended March 31, 2024[101] - The Audit Committee reviewed the Group's internal control systems, annual report, quarterly reports, interim reports, and continuing connected transactions[101] - The Audit Committee was of the opinion that the financial statements of the Company and the Group complied with applicable accounting standards and the requirements of the GEM Listing Rules, and that adequate disclosures had been made[102] Scope of Work of RSM Hong Kong RSM Hong Kong, the Group's auditor, reconciled the financial figures in the preliminary announcement with the audited consolidated financial statements, but their work does not constitute an assurance engagement, thus no opinion or assurance conclusion was expressed on the preliminary announcement - RSM Hong Kong has reconciled the figures in the preliminary announcement relating to the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for the year ended March 31, 2024, with the amounts in the audited consolidated financial statements[103] - The work performed by RSM Hong Kong in this regard does not constitute an assurance engagement and consequently no opinion or assurance conclusion is expressed on the preliminary announcement[103] Annual General Meeting The Company's upcoming Annual General Meeting will be held on July 26, 2024, with notice to be dispatched to shareholders - The Company's forthcoming Annual General Meeting will be held on Friday, July 26, 2024, at 11:00 a.m. at Conference Room 3006, 30/F, West Tower, Shun Tak Centre, 168–200 Connaught Road Central, Hong Kong[104] - Notice of the Annual General Meeting will be dispatched to the Company's shareholders[104]