Financial Performance - For the fiscal year ending March 31, 2024, the company's revenue was approximately HKD 225.7 million, a decrease of about HKD 24.7 million or 9.9% compared to HKD 250.4 million for the previous year[22]. - The cost of goods sold was approximately HKD 80.2 million, a decrease of about HKD 9.2 million or 10.3% from HKD 89.4 million in the previous year[23]. - Gross profit for the year was approximately HKD 145.5 million, down by about HKD 15.5 million or 9.6% from HKD 161.0 million in the previous year[26]. - Other income and gains decreased significantly from approximately HKD 8.3 million to about HKD 0.4 million, primarily due to the absence of government subsidies received in the previous year[27]. - The group recorded a loss of approximately HKD 18.6 million for the year ending March 31, 2024, compared to a profit of about HKD 4.0 million for the year ending March 31, 2023[40]. - As of March 31, 2024, the group's cash and cash equivalents were approximately HKD 29.1 million, down from HKD 44.9 million in the previous year[46]. - The current ratio decreased to 0.8 as of March 31, 2024, from 1.0 in the previous year, indicating a decline in short-term financial health[41]. - The total distributable reserves of the company as of March 31, 2024, were approximately zero HKD, compared to 0.6 million HKD in 2023[170]. Operational Developments - The company reported a significant increase in outbound passenger flow, with the number of people leaving Hong Kong increasing approximately sixfold year-on-year[11]. - The company opened a new buffet restaurant named "柏麗廳" in February 2024, aiming to enhance its market share and provide a new dining experience at affordable luxury prices[12]. - The management is focused on expanding the restaurant network in Hong Kong despite challenges posed by cross-border consumption trends[13]. - The group has utilized approximately HKD 3.3 million for renovations of existing restaurants as of March 31, 2024[57]. - The group made charitable donations totaling 36,000 HKD for the year ended March 31, 2024, unchanged from 2023[163]. Cost Management - Employee costs decreased by approximately HKD 2.8 million or 3.7% to about HKD 72.7 million from HKD 75.5 million in the previous year[28]. - Depreciation expenses decreased to approximately HKD 37.1 million from HKD 41.1 million, mainly due to the opening of new restaurants offsetting the impact of closures[29]. - Rental and related expenses decreased by about HKD 1.0 million or 6.6% to approximately HKD 14.2 million from HKD 15.2 million in the previous year[32]. - Fuel and utility expenses increased slightly by about HKD 0.1 million or 1.6% to approximately HKD 6.4 million due to rising electricity costs[33]. - Administrative expenses decreased by approximately HKD 0.9 million or 4.1% to about HKD 20.8 million from HKD 21.7 million in the previous year, mainly due to reduced credit card fees[34]. - Financing costs decreased by approximately HKD 1.4 million or 32.6% to about HKD 2.9 million for the year ending March 31, 2024, primarily due to reduced interest on lease liabilities and full repayment of bank loans[35]. Corporate Governance - The board of directors emphasizes the importance of good corporate governance to enhance shareholder value[76]. - The company has adopted all applicable provisions of the corporate governance code as of March 31, 2024, except for one provision[78]. - The board has authorized executive directors and senior management to manage daily operations and business management[80]. - The company has a clear policy for directors' securities trading, ensuring compliance with the GEM Listing Rules[79]. - The group is committed to effective accountability through internal controls and risk management procedures[76]. - The executive team is responsible for overall management and strategic planning of the group[67]. - The company has a share option plan in place to reward contributions from various stakeholders, including employees and consultants[64]. - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements[83]. - All independent non-executive directors confirmed their independence according to GEM listing rules, ensuring compliance with regulations[87]. - The company has a gender diversity policy, with female employees making up 38.3% of the workforce as of March 31, 2024[96]. - The board held four regular meetings annually, with all directors attending 100% of the meetings[92]. - The company emphasizes continuous professional development for directors, with all participating in training related to their roles[90]. - The board has established a diversity policy to ensure a balanced representation of skills and experiences[96]. - The company has implemented appropriate internal controls and risk management measures as part of its governance practices[86]. - The board is responsible for overseeing the company's business affairs and overall performance, ensuring adequate financial and human resources[82]. - The company has received insurance arrangements for legal actions against directors' responsibilities[89]. - The board's composition includes a mix of executive and independent non-executive directors to facilitate independent judgment[83]. - The company has established four board committees: Audit Committee, Nomination Committee, Remuneration Committee, and Executive Committee to oversee various aspects of its operations[98]. Audit and Compliance - The Audit Committee held five meetings during the year to consider and approve audit-related matters and the draft of the audited consolidated financial statements for the year[102]. - The Audit Committee reviewed the consolidated financial statements for the year ended June 30, 2023, and found them compliant with applicable accounting standards and GEM listing rules[103]. - The Nomination Committee held one meeting during the year to review the board's structure, composition, and the independence of non-executive directors[107]. - The Remuneration Committee is composed of independent non-executive directors and is responsible for reviewing and approving the remuneration packages of directors[113]. - The remuneration committee reviewed and approved the compensation proposals for the management team, ensuring alignment with the company's corporate policies and objectives[115]. - The total remuneration paid to the independent auditor for the year amounted to HKD 523,000, which includes HKD 498,000 for audit services and HKD 25,000 for non-audit services[127]. - The company has established risk management and internal control policies, with the board responsible for monitoring their effectiveness at least annually[129]. - The board has appointed executive directors under service agreements effective from March 23, 2024, for an initial term of three years, automatically renewable unless terminated with three months' notice[119]. - The company has implemented a formal and transparent process for determining the remuneration policy for all directors and senior management[115]. - The independent non-executive directors participated in the remuneration committee meetings, ensuring no conflicts of interest in determining their own remuneration[118]. - The company has adopted various internal guidelines and written policies to monitor and mitigate risks associated with its business operations[129]. - The remuneration committee held one meeting during the year to review and make recommendations regarding the compensation of directors and senior management[117]. - The company is committed to compliance with legal and regulatory requirements, regularly reviewing its governance policies and practices[120]. - The board is responsible for appointing and re-electing directors, with at least one-third of the directors required to retire and seek re-election at each annual general meeting[122]. - The independent internal control consultant concluded that there are no significant deficiencies in the internal control system of the group[132]. - The board has engaged an independent internal control consultant to assess the effectiveness of the group's risk management and internal control systems, with no major deficiencies found[132]. - The company will continue to hire external professional consultants to strengthen its internal control systems in line with future business development[132]. Shareholder Relations - The company has implemented a shareholder communication policy to ensure timely and fair access to information for shareholders[147]. - The company has established procedures for shareholders to request special general meetings, requiring at least 10% of the voting rights to initiate[139]. - The company has adopted a dividend policy that allows the board to decide on dividend declarations based on various factors, including business performance and operational needs[148]. - The company has implemented a shareholder communication policy to ensure timely and fair access to information for shareholders[147]. - The company will continue to review its dividend policy and reserves the right to amend it at any time[148]. - The company did not recommend the payment of a final dividend for the year ended March 31, 2024, consistent with the previous year[160]. Supplier and Procurement - The group reported a total procurement amount from its five largest suppliers accounting for approximately 62.4% of total procurement for the year ended March 31, 2024, compared to 61.9% in 2023[156]. - The largest supplier accounted for about 44.4% of total procurement for the year ended March 31, 2024, down from 47.3% in 2023[156]. - The Group will purchase fresh and frozen meat, seafood, and other food items from Fresh Transport under a total supply agreement for three financial years ending March 31, 2026, with a total purchase amount of HKD 35,767,000 for the year ending March 31, 2024, compared to HKD 40,709,000 in 2023[183]. - The total supply agreement constitutes a continuing connected transaction under GEM Listing Rules due to the significant interests held by the controlling shareholders in Fresh Transport[183]. - Independent non-executive directors have reviewed the continuing connected transactions and confirmed that they are conducted in the ordinary course of business and on normal commercial terms[186]. - The Group has complied with the disclosure requirements of the GEM Listing Rules regarding connected transactions[187]. - There are no significant disputes with suppliers, customers, or other stakeholders during the review year, indicating stable relationships[194]. - The Group has adhered to relevant laws and regulations that could significantly impact its business and operations during the review year[193]. Environmental and Social Responsibility - The Group is committed to promoting environmental and social sustainability and has implemented various green measures[192]. - The Group has received confirmations from directors regarding compliance with non-competition agreements, ensuring no direct or indirect competition with the Group's business[197]. - The Group's independent auditors have confirmed that all related party transactions comply with GEM Listing Rules disclosure requirements[187]. Upcoming Events - The annual general meeting will be held on August 2, 2024, at 11:00 AM, at Cyberport 3, Hong Kong[188].
MS CONCEPT(08447) - 2024 - 年度业绩