传承教育集团(08195) - 2024 - 年度业绩

Report Overview Financial Summary For the year ended March 31, 2024, the company's revenue significantly increased by 20.0%, with both profit attributable to owners and total equity rising, and earnings per share also increasing, but the Board did not recommend a final dividend Financial Highlights (HKD Thousands) | Metric | 2024 (HKD Thousands) | 2023 (HKD Thousands) | Year-on-Year Growth (%) | | :--- | :--- | :--- | :--- | | Revenue | 284,595 | 237,253 | 20.0% | | Profit attributable to owners of the Company | 45,598 | 33,389 | 36.6% | | Total equity attributable to owners of the Company | 331,339 | 252,890 | 31.0% | | Basic earnings per share (HK Cents) | 11.18 | 8.47 | 32.0% | | Diluted earnings per share (HK Cents) | 10.80 | 8.39 | 28.7% | - The Board of Directors did not recommend the payment of any final dividend for the year ended March 31, 2024 (2023: nil)[9] General Information Legendary Education Group Limited was incorporated in the Cayman Islands in 2014 and listed on GEM of the Hong Kong Stock Exchange, with its primary activity being investment holding, and its name changed in June 2023 to reflect its business focus - The Company was incorporated on June 5, 2014, under the laws of the Cayman Islands and listed on GEM of the Hong Kong Stock Exchange on October 10, 2014[3] - The Company's name has been changed from "Legendary Group Limited" to "Legendary Education Group Limited", and its Chinese name from "創天傳承集團有限公司" to "傳承教育集團有限公司", to reflect its focus on education business[21] - The Company's principal activity is investment holding, with details of its subsidiaries' principal activities provided in the consolidated financial statements[21] Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2024, the Group's revenue increased to HKD 284,595 thousand, with a corresponding rise in cost of sales and services, but other gains and losses turned from loss to gain, ultimately increasing profit and total comprehensive income for the year to HKD 47,111 thousand Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income (HKD Thousands) | Metric | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Revenue | 284,595 | 237,253 | | Cost of sales and services | (124,016) | (95,250) | | Other income | 2,742 | 2,594 | | Net other gains and losses | 3,248 | (3,180) | | Profit before tax | 58,073 | 43,366 | | Income tax expense | (10,962) | (8,776) | | Profit and total comprehensive income for the year | 47,111 | 34,590 | | Profit attributable to owners of the Company | 45,598 | 33,389 | | Basic earnings per share (HK Cents) | 11.18 | 8.47 | | Diluted earnings per share (HK Cents) | 10.80 | 8.39 | Consolidated Statement of Financial Position As of March 31, 2024, the Group's net assets increased to HKD 332,380 thousand, primarily due to a significant rise in net current assets, despite a slight decrease in non-current assets, with both current and non-current liabilities decreasing Summary of Consolidated Statement of Financial Position (HKD Thousands) | Metric | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 24,989 | 35,503 | | Intangible assets | 510 | 705 | | Goodwill | 177,764 | 177,764 | | Loans receivable | 1,105 | – | | Prepayments and deposits | 2,436 | 3,175 | | Current assets | | | | Trade and other receivables | 106,108 | 58,705 | | Loans receivable | 39,891 | 43,217 | | Financial assets at fair value through profit or loss | 13,383 | 11,930 | | Cash and cash equivalents | 68,222 | 48,599 | | Current liabilities | | | | Trade and other payables | 17,780 | 12,469 | | Contract liabilities | 28,236 | 33,256 | | Bank borrowings | 4,682 | 5,000 | | Lease liabilities | 11,938 | 12,289 | | Tax payable | 9,032 | 6,477 | | Provision for litigation | 1,735 | 1,735 | | Non-current liabilities | | | | Trade and other payables | 24,409 | 45,538 | | Lease liabilities | 3,692 | 9,753 | | Deferred tax liabilities | 524 | 663 | | Total equity | | | | Net assets | 332,380 | 252,418 | | Equity attributable to owners of the Company | 331,339 | 252,890 | Accounting Policies and Standards Application of Amendments to Hong Kong Financial Reporting Standards This year, the Group first applied several amendments to Hong Kong Financial Reporting Standards, including the definition of accounting estimates, disclosure of accounting policies, and deferred tax related to assets and liabilities arising from a single transaction, with the accounting impact of the abolition of the MPF offsetting mechanism leading to retrospective adjustments, but overall, these amendments had no significant impact on the Group's financial position and performance, primarily affecting the disclosure of accounting policies - This year, the Group first applied the amendment to Hong Kong Accounting Standard 8, "Definition of Accounting Estimates," clarifying the distinction between changes in accounting estimates, changes in accounting policies, and correction of errors[20][25] - The application of amendments to Hong Kong Accounting Standard 1 and Hong Kong Financial Reporting Standards Practice Statement 2, "Disclosure of Accounting Policies," replaced "material accounting policies" with "material accounting policy information" and clarified materiality judgments[27][46] - Due to the accounting impact of the abolition of the MPF offsetting mechanism in Hong Kong, the Group retrospectively implemented relevant guidance, resulting in cumulative retrospective adjustments for service costs, interest expenses, and changes in actuarial assumptions[23][29][49] - The Directors of the Company believe that the changes in accounting policies for the current year had no significant impact on the consolidated financial statements[31] New and Amended Hong Kong Financial Reporting Standards Issued but Not Yet Effective The Group has not early adopted several new and amended Hong Kong Financial Reporting Standards issued but not yet effective, and these standards are not expected to have a significant impact on the Group's results and financial position in the foreseeable future - The Group has not early adopted several new standards issued but not yet effective, including amendments to Hong Kong Financial Reporting Standard 10 and Hong Kong Accounting Standard 28, "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture"[32][42] - The Directors of the Company expect that the application of all other amendments to Hong Kong Financial Reporting Standards will not have a significant impact on the Group's results and financial position in the foreseeable future[51] Comparative Figures To enhance the relevance of the consolidated financial statements, the Group reclassified comparative figures for the prior year, merging "impairment losses under expected credit loss model, net of reversal" with "net other gains and losses," but this reclassification had no significant impact on the current year's consolidated statement of profit or loss and other comprehensive income - To enhance the "relevance" of the presentation in the consolidated financial statements, certain reclassifications have been made to the comparative figures presented in the prior year's consolidated financial statements[147] - The line item "impairment losses under expected credit loss model, net of reversal" has been merged with the line item "net other gains and losses"[147] - The Directors of the Company believe that the reclassification of comparative figures had no significant impact on the Group's consolidated statement of profit or loss and other comprehensive income for the year ended March 31, 2024[119] Operating Segment Information Segment Information The Group's operating segments are categorized by business type, including OEM, retail, money lending, financial literacy and investment education, property investment, and private supplementary education, with executive directors regularly reviewing segment performance and monitoring revenue, operating results, and asset-liability positions, and all revenue and non-current assets originating from Hong Kong - The Group manages its businesses by segments, categorized by business type (products and services), including original equipment manufacturing, retail, money lending, financial literacy and investment education, property investment, and private supplementary education businesses[34][35][52] - Segment results represent the earned profit/loss before tax generated by each segment, without allocation of other income, net other gains and losses, etc[57] - The Group primarily operates in Hong Kong, with all revenue for the year ended March 31, 2024, derived from Hong Kong, and all of the Group's non-current assets located in Hong Kong[60] 2024 Segment Revenue and Profit (HKD Thousands) | Segment | Revenue | Profit (Loss) | | :--- | :--- | :--- | | Original Equipment Manufacturing Business | 290 | - | | Retail Business | - | - | | Money Lending Business | 2,931 | 1,279 | | Financial Literacy and Investment Education Business | 184,043 | 56,661 | | Property Investment Business | - | - | | Private Supplementary Education Business | 97,331 | 50,988 | | Unallocated | - | (19,606) | | Other income | - | 2,742 | | Net other gains and losses | - | 4,343 | | Consolidated profit before tax | 284,595 | 58,073 | Revenue from Contracts with Customers The Group's revenue from contracts with customers primarily stems from financial literacy and investment education courses and private supplementary education courses, totaling HKD 284,595 thousand in 2024, with most revenue transferred at a point in time, and interest income from money lending business also contributing to revenue - Revenue from contracts with customers refers to the fair value of amounts received and receivable from manufacturing and selling OEM apparel products, providing financial literacy and investment education courses, private supplementary education courses, and interest income from loans receivable[73] Revenue from Contracts with Customers by Major Product Line and Business (HKD Thousands) | Product Line/Business | 2024 | 2023 | | :--- | :--- | :--- | | Provision of financial literacy and investment education courses | 184,043 | 161,726 | | Provision of private supplementary education courses | 97,331 | 70,388 | | Retail and wholesale of the Group's own brand and high-end fashion apparel products | – | 860 | | Manufacturing and sales of original equipment manufacturing apparel products | 290 | 800 | | Interest income from loans receivable | 2,931 | 3,479 | | Total Revenue | 284,595 | 237,253 | - For the year ended March 31, 2024, approximately HKD 268,306 thousand (2023: HKD 233,774 thousand) of revenue was transferred at a point in time, with the remaining amount transferred over a period of time[97] Other Income The Group's other income primarily comprises course center rental income, bank interest income, and miscellaneous income, totaling HKD 2,742 thousand in 2024, a slight increase from 2023, with no government subsidies received this year Details of Other Income (HKD Thousands) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Course center rental income | 1,152 | 1,206 | | Bank interest income | 585 | 9 | | Government subsidies | – | 891 | | Miscellaneous income | 1,005 | 488 | | Total | 2,742 | 2,594 | - For the year ended March 31, 2024, the Group did not receive government subsidies, whereas in 2023, it received subsidies under the Employment Support Scheme of the Anti-epidemic Fund in Hong Kong[67][100] Net Other Gains and Losses The Group's net other gains and losses turned from a loss to a gain of HKD 3,248 thousand in 2024, primarily benefiting from net gains from acquisitions of subsidiaries in prior years, while fair value changes of financial assets at fair value through profit or loss shifted from a gain to a loss Details of Net Other Gains and Losses (HKD Thousands) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Net gains from acquisition of subsidiaries in prior years | 6,778 | 7,570 | | Net fair value changes of other financial assets at fair value through profit or loss | (237) | 139 | | (Loss)/gain on disposal of other financial assets at fair value through profit or loss | (1,653) | 274 | | Impairment of goodwill | – | (7,389) | | Impairment losses under expected credit loss model, net of reversal | (1,640) | (3,754) | | Total | 3,248 | (3,180) | - Net other gains and losses for 2024 were HKD 3,248 thousand, a significant improvement from HKD (3,180) thousand in 2023, primarily due to no goodwill impairment occurring in 2024[104] Finance Costs The Group's finance costs remained stable at approximately HKD 2,393 thousand in 2024, primarily comprising estimated interest on other payables and interest on lease liabilities Details of Finance Costs (HKD Thousands) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Interest on bank borrowings | 148 | 143 | | Interest on bills payable | 20 | 92 | | Interest on lease liabilities | 954 | 902 | | Estimated interest on other payables | 1,271 | 1,254 | | Total | 2,393 | 2,391 | Income Tax Expense The Group's income tax expense for 2024 was HKD 10,962 thousand, primarily from Hong Kong profits tax, which applies a two-tiered tax rate, while no provision was made for PRC corporate income tax due to the absence of assessable profits Details of Income Tax Expense (HKD Thousands) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Hong Kong profits tax – Current year | 10,740 | 7,528 | | Hong Kong profits tax – Under-provision in prior years | 361 | 599 | | Deferred tax – Current year | (139) | 649 | | Total | 10,962 | 8,776 | - Hong Kong profits tax is calculated at a two-tiered tax rate, with the first HKD 2,000,000 of assessable profits taxed at 8.25% and the remaining profits at 16.5%[108] - No provision for PRC corporate income tax has been made in the consolidated financial statements as the Group did not generate any estimated assessable profits for the years ended March 31, 2023 and 2024[109] Dividends The Board of Directors did not recommend the payment of any final dividend for the years ended March 31, 2024, and 2023 - The Directors of the Company did not recommend the payment of a final dividend for the years ended March 31, 2023 and 2024, and no dividend has been proposed since the end of the reporting period[110] Earnings Per Share For the year ended March 31, 2024, basic earnings per share were 11.18 HK cents and diluted earnings per share were 10.80 HK cents, both increasing from the previous year, with diluted earnings calculated considering the potential impact of share options Earnings Per Share Calculation Data | Metric | 2024 (HKD Thousands/Thousand Shares) | 2023 (HKD Thousands/Thousand Shares) | | :--- | :--- | :--- | | Profit for the year attributable to owners of the Company used in calculating basic and diluted earnings per share | 45,598 | 33,389 | | Weighted average number of ordinary shares in issue used in calculating basic earnings per share | 407,769 | 394,302 | | Effect of dilutive potential ordinary shares – Share options | 14,309 | 3,858 | | Weighted average number of ordinary shares used in calculating diluted earnings per share | 422,078 | 398,160 | - For the year ended March 31, 2024, the share options granted by the Company in March 2021, October 2022, and December 2023 had a potential dilutive effect on earnings per share[113] Trade and Other Receivables As of March 31, 2024, the Group's total trade and other receivables increased to HKD 108,544 thousand, primarily due to increases in other receivables, broker deposits paid, and other deposits, with the Group granting credit terms of 30 to 60 days to its customers Details of Trade and Other Receivables (HKD Thousands) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Trade receivables (net of impairment) | 4,607 | 5,974 | | Other receivables | 24,696 | 21,489 | | Broker deposits paid | 14,298 | – | | Temporary receipts | 13,038 | 7,248 | | Prepayments | 15,196 | 15,026 | | Other deposits | 28,760 | 5,206 | | Education center renovation deposits | 2,480 | 3,530 | | Lease deposits | 5,469 | 3,407 | | Total | 108,544 | 61,880 | | Current portion | 106,108 | 58,705 | | Non-current portion | 2,436 | 3,175 | - The Group grants credit terms of 30 to 60 days to its customers[142] Ageing Analysis of Trade Receivables (Net of Loss Allowance) (HKD Thousands) | Ageing | 2024 | 2023 | | :--- | :--- | :--- | | Within 30 days | 4,607 | 5,470 | | Over 90 days | – | 504 | | Total | 4,607 | 5,974 | Trade and Other Payables As of March 31, 2024, the Group's total trade and other payables amounted to HKD 42,189 thousand, a decrease from the previous year, primarily due to a reduction in payables for acquired subsidiaries, including accrued staff salaries, other accrued expenses, and contingent consideration for subsidiary acquisitions Details of Trade and Other Payables (HKD Thousands) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Trade payables | – | 448 | | Accrued staff salaries | 6,876 | 4,759 | | Other accrued expenses and payables | 6,396 | 7,262 | | Payables for acquisition of KC Training Company Limited | 1,179 | 4,154 | | Payables for acquisition of Best Take Global Limited | 20,677 | 30,795 | | Payables for acquisition of Best Take Global Limited | 6,147 | 7,184 | | Payables for acquisition of Hong Kong International Professional Academy Limited | 914 | 914 | | Bills payable for acquisition of Best Take Global Limited | – | 2,491 | | Total | 42,189 | 58,007 | | Current portion | 17,780 | 12,469 | | Non-current portion | 24,409 | 45,538 | - These amounts represent contingent consideration payable by the Group for the acquisition of certain subsidiaries for the years ended March 31, 2023 and 2024, recognized as financial liabilities of the Group[146] Management Discussion and Analysis Business Review The Group's diversified businesses include OEM, retail, money lending, financial literacy and investment education, property investment, and private supplementary education, with strong performance in education, particularly private supplementary education, despite challenges in some sectors like retail due to economic slowdown and the pandemic - The Group's revenue primarily originates from its original equipment manufacturing, apparel retail, money lending, financial literacy and investment education, property investment, and private supplementary education business segments[148] Original Equipment Manufacturing Business The OEM business faces a sluggish consumer market, but the company has no intention to sell or scale down this business, continuing to monitor market conditions and focus on expanding its customer base and service scope - The apparel sector of the consumer market has experienced a downturn in recent years[121] - The Company currently has no intention, arrangements, agreements, understandings, or negotiations regarding the sale, termination, and/or reduction of its original equipment manufacturing business[121] - The Group will continue to focus on expanding its customer base by diversifying the service scope of its original equipment manufacturing business[121] Retail Business The retail business is affected by China's economic slowdown, the COVID-19 pandemic, and the shift to online shopping, prompting the Group to cautiously restructure its sales network to reduce operating costs - China's economic slowdown and the COVID-19 pandemic have eroded consumer confidence, while the shift to online shopping further negatively impacted the retail business[122] - The Group has adopted a cautious approach to restructuring its sales network, aiming to meet changing consumer online shopping preferences while minimizing operating costs[149] Money Lending Business The money lending business generated approximately HKD 2.9 million in interest income in 2024, a decrease of about 15.8% from the previous year, primarily due to economic weakness, and the Group will continue to expand this business with a cautious approach and balanced risk management - For the year ended March 31, 2024, the money lending business generated interest income of approximately HKD 2.9 million, a decrease of approximately 15.8% compared to the previous financial year[124] - The COVID-19 pandemic led to economic weakness, impacting Hong Kong's business environment, which is expected to affect loan demand and lending risks[124] - The Group will continue to evaluate its risk management measures and ensure an appropriate balance between returns and risks in the long term[151] Financial Literacy and Investment Education Business The financial literacy and investment education business has performed well since its establishment in 2021, generating approximately HKD 184.0 million in revenue in 2024, an increase of about 13.8% from the previous year, aiming to enhance clients' knowledge in finance and investment - The Group provides financial literacy and investment education courses to clients, aiming to enhance their knowledge in finance and investment[151] - For the year ended March 31, 2024, this business generated revenue of approximately HKD 184.0 million, an increase of approximately 13.8% from approximately HKD 161.7 million in the previous financial year[151] Property Investment Business Established in 2020, the property investment business will continue to seek opportunities for asset appreciation and cash flow returns in Hong Kong and the Asia-Pacific region - The Group established its property investment business for the year ended March 31, 2020[152] - The Group will continue to seek opportunities for asset appreciation and cash flow returns in the property markets within Hong Kong and the Asia-Pacific region[152] Private Supplementary Education Business The private supplementary education business, launched in August 2021, experienced strong demand, with 2024 revenue of approximately HKD 97.3 million and profit of approximately HKD 10.6 million, growing by 38.2% and 51.8% respectively, and the Board remains optimistic about its prospects - In August 2021, the Group resolved to develop the business of providing private supplementary education services as a new business segment[152] - For the year ended March 31, 2024, the private supplementary education business generated revenue of approximately HKD 97.3 million and recorded a profit of approximately HKD 10.6 million, representing increases of approximately 38.2% and 51.8% respectively, compared to the previous financial year[128] - The Board is optimistic about the demand prospects for private tutoring courses and believes that the new private supplementary education services business will further enhance the Company's financial performance and shareholder value[131] - As of March 31, 2024, education centers located in Causeway Bay, Kowloon Bay, Prince Edward, Tsuen Wan, and Mong Kok have all obtained "Provisional School Registration Certificates" issued by the Education Bureau of Hong Kong[153] Prospects Group management remains optimistic about the long-term development of the retail business and will actively monitor market changes, while committing resources to expand market share and customer base in financial literacy and investment education, continuing to seek asset appreciation opportunities in the property market, and cautiously expanding the money lending business - For the retail business, management will closely monitor consumer behavior and continue promotional activities, maintaining an optimistic outlook for long-term development[154] - Regarding the financial literacy and investment education business, the Group will invest resources to expand its market share and customer base[154] - The Group is also seeking opportunities for asset appreciation and cash flow returns in the property markets within Hong Kong and the Asia-Pacific region[154] - For the money lending business, the Group will continue to expand with a cautious approach and balanced risk management[130] Financial Review The Group's revenue grew by 20.0% to HKD 284.6 million in FY2024, primarily driven by financial literacy and investment education and private supplementary education businesses, with increases in both cost of sales and services and selling and administrative expenses, yet achieving significant profit growth for the year Revenue The Group's total revenue increased from HKD 237.3 million in 2023 to HKD 284.6 million in 2024, a 20.0% increase, with financial literacy and investment education business contributing the most and private supplementary education business showing strong growth - The Group's revenue increased from approximately HKD 237.3 million for the year ended March 31, 2023, to approximately HKD 284.6 million for the year ended March 31, 2024, an increase of approximately 20.0%[132] - The revenue growth was primarily driven by the strong performance of the "Financial Literacy and Investment Education Business" and "Private Supplementary Education Business"[132] Revenue Breakdown by Segment (HKD Thousands) | Segment | 2024 (HKD Thousands) | 2024 (%) | 2023 (HKD Thousands) | 2023 (%) | | :--- | :--- | :--- | :--- | :--- | | Original Equipment Manufacturing Business | 290 | 0.1 | 800 | 0.3 | | Retail Business | – | 0.0 | 860 | 0.4 | | Money Lending Business | 2,931 | 1.0 | 3,479 | 1.5 | | Financial Literacy and Investment Education Business | 184,043 | 64.7 | 161,726 | 68.1 | | Property Investment Business | – | 0.0 | – | 0.0 | | Private Supplementary Education Business | 97,331 | 34.2 | 70,388 | 29.7 | | Total | 284,595 | 100.0 | 237,253 | 100.0 | Cost of Sales and Services Cost of sales and services primarily consists of employee and operating costs for education courses, increasing by approximately 30.2% to HKD 124.0 million in 2024, consistent with revenue growth - The majority of the Group's cost of sales and services comprises employee and operating costs for financial literacy and investment education courses and private supplementary education courses[136] - Cost of sales and services increased by approximately 30.2% to approximately HKD 124.0 million for the year ended March 31, 2024, compared to the year ended March 31, 2023[136] Expenses Selling and administrative expenses increased by approximately HKD 10.4 million to HKD 106.1 million in 2024, primarily due to increased share option expenses and marketing and administrative expenses related to private supplementary education and financial literacy and investment education businesses - For the year ended March 31, 2024, selling and administrative expenses were approximately HKD 106.1 million (2023: HKD 95.7 million), an increase of approximately HKD 10.4 million[136] - This increase was primarily due to higher share option expenses and increased marketing and administrative expenses related to the further development of private supplementary education and financial literacy and investment education businesses[136] Profit for the Year The Group's profit for 2024 was approximately HKD 47.1 million, an increase from HKD 34.6 million in 2023 - Profit for the year ended March 31, 2024, was approximately HKD 47.1 million, compared to approximately HKD 34.6 million for the year ended March 31, 2023[160] Liquidity, Financial and Capital Resources The Group maintains a strong liquidity position with significantly increased cash and bank balances, while total borrowings and the gearing ratio have decreased, indicating robust financial health, with operations primarily denominated in HKD and no current exchange rate hedging Cash Position As of March 31, 2024, the Group's unpledged bank balances and cash amounted to approximately HKD 68.2 million, an increase of approximately 40.3% from 2023 - As of March 31, 2024, the carrying amount of the Group's unpledged bank balances and cash was approximately HKD 68.2 million (2023: approximately HKD 48.6 million), representing an increase of approximately 40.3% from March 31, 2023[184] Capital Structure As of March 31, 2024, share capital and equity attributable to owners of the Company were approximately HKD 210,000 and HKD 331.3 million respectively, both showing an increase from the previous year - As of March 31, 2024, share capital and equity attributable to owners of the Company were approximately HKD 210,000 and HKD 331.3 million respectively (2023: approximately HKD 197,000 and HKD 252.9 million respectively)[161] Gearing Ratio As of March 31, 2024, the Group's total borrowings were approximately HKD 4.7 million, and the gearing ratio was approximately 1.4%, a decrease from 3.0% in the previous year, indicating reduced leverage - As of March 31, 2024, the Group's total borrowings (including bills payable) were approximately HKD 4.7 million (March 31, 2023: approximately HKD 7.5 million)[138] - As of March 31, 2024, the gearing ratio was approximately 1.4% (March 31, 2023: approximately 3.0%)[138] Exchange Rate Risk The Group's business operations, assets, and liabilities are primarily denominated in HKD, and currently, no agreements or instruments have been entered into to hedge exchange rate risk - The Group's business operations are primarily denominated in HKD, and its assets and liabilities are mainly denominated in HKD[139] - Currently, the Group has not entered into any agreements or purchased any instruments to hedge its exchange rate risk[139] Significant Investments and Capital Asset Plans The Group changed its company name in 2023 to reflect its education business focus, and as of March 31, 2024, held no significant investments, major acquisitions or disposals of subsidiaries, capital commitments, or contingent liabilities, while maintaining a compliance committee and holding some Hong Kong-listed securities investments - Save as disclosed in this announcement, there were no future plans for significant investments or capital assets as of March 31, 2024[165] - For the year ended March 31, 2024, no significant investments were held, nor were there any significant acquisitions or disposals of subsidiaries and associates[187] Change of Company Name The Company changed its English name to "Legendary Education Group Limited" and adopted the Chinese name "傳承教育集團有限公司" on June 2, 2023, replacing its former name, with the stock short name also changed accordingly - On June 2, 2023, the Company changed its English name from "Legendary Group Limited" to "Legendary Education Group Limited" and adopted the Chinese name "傳承教育集團有限公司"[164] - The change of company name was registered with the Registrar of Companies in Hong Kong on May 5, 2023, and the stock short name was also changed to "LEGENDARY EDU" (English) and "傳承教育集團" (Chinese)[164] Contingent Liabilities As of March 31, 2024, the Group had no significant contingent liabilities - As of March 31, 2024, the Group had no significant contingent liabilities (2023: nil)[188] Capital Commitments As of March 31, 2024, the Group had no significant capital commitments - The Group had no significant capital commitments as of March 31, 2024 (2023: nil)[189] Employees and Remuneration Policy As of March 31, 2024, the Group had approximately 116 employees, an increase from the previous year, offering competitive remuneration and internal training, with director and senior management remuneration reviewed by the Remuneration Committee - As of March 31, 2024, the Group had approximately 116 employees (including directors) (2023: 69 employees)[190] - The Group offers competitive remuneration packages (referencing market conditions, individual qualifications, and experience) and various internal training programs[190] - Directors' and senior management's remuneration is reviewed by the Remuneration Committee, considering the Group's operating results, market competitiveness, individual performance, and achievements, and approved by the Board[190] Legal Proceedings The Group is involved in a legal proceeding concerning a breach of a lease agreement, with a provision of HKD 1,735,000 recognized, which is considered a reliable estimate - The Group received a writ of summons regarding a repudiatory breach of a tenancy agreement, with the plaintiff claiming a total of approximately HKD 1,735,000 plus interest[190] - The Group recognized a provision of HKD 1,735,000, which is considered a reliable estimate[190] Compliance Committee The Company has established a Compliance Committee responsible for overseeing regulatory compliance with all relevant rules and regulations, comprising two independent non-executive directors and one executive director - The Company established a Compliance Committee, effective June 20, 2022, responsible for overseeing regulatory compliance with all relevant rules and regulations applicable to the Company[191] - The Compliance Committee members include two independent non-executive directors, Mr. Chung Chin Kwan (Chairman) and Mr. Chan Kim Fai, and one executive director, Mr. Yuen Yu Sum[170] Securities Investments Held by the Group As of March 31, 2024, the Group held Hong Kong-listed equity securities (such as HSBC Holdings, Legend Group) and investment funds, with some investments recording unrealized fair value losses, and the Group will continue to monitor their performance Performance of Hong Kong Listed Equity Securities Investments (HKD Thousands) | Investment Name | Fair Value as at April 1, 2023 | Net Additions/(Disposals) | Net Fair Value Changes | Fair Value as at March 31, 2024 | Loss on Disposal/Redemption as at March 31, 2024 | | :--- | :--- | :--- | :--- | :--- | :--- | | HSBC Holdings plc | – | 24 | – | 24 | – | | Legendary Group (Hong Kong) Limited | – | 2,203 | (237) | 1,966 | – | | Far East Hotels and Entertainment Limited | – | (1,162) | – | – | (1,162) | | Chinese Estates Holdings Limited | 824 | (333) | – | – | (491) | | Subtotal | 824 | 1,166 | (237) | 1,990 | (1,653) | - For the year ended March 31, 2024, the Group recorded an unrealized fair value loss of approximately HKD 237,000 on its investment in Legendary Group[194] - The Group will continue to monitor the performance and share prices of HSBC and Legendary Group[174] Purchase, Sale or Redemption of Shares For the year ended March 31, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares - For the year ended March 31, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares[196] Corporate Governance Corporate Governance Practices The Board has adopted the Corporate Governance Code and fully complied with all applicable provisions in FY2024, except for the unsegregated roles of Chairman and Chief Executive Officer, and is actively seeking a suitable candidate to fill the CEO vacancy - The Board has adopted various policies to ensure compliance with the code provisions of the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules[196] - For the year ended March 31, 2024, the Company fully complied with all applicable code provisions of the Corporate Governance Code, except for the unsegregated roles of Chairman and Chief Executive Officer[196][197] - The Board is actively seeking a suitable candidate to fill the Chief Executive Officer vacancy as soon as practicable[197] Directors' Securities Transactions The Group has adopted the code of conduct for directors' securities transactions as set out in the GEM Listing Rules, and all directors confirmed full compliance with the required standards during FY2024, with no non-compliance issues - The Group has adopted the required standards set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' securities transactions[178] - Each Director confirmed full compliance with the required standards of dealing and that there were no instances of non-compliance for the year ended March 31, 2024[178] Audit Committee The Audit Committee, established in 2014, advises on external auditors, financial statement review, internal control, and risk management systems, having reviewed FY2024 results and deemed the financial statements compliant with applicable accounting standards and listing rules - The Company established an Audit Committee on September 25, 2014, with written terms of reference in accordance with the Corporate Governance Code in Appendix 15 to the GEM Listing Rules[178] - The primary duties of the Audit Committee are to make recommendations to the Board on the appointment, reappointment, and removal of external auditors; to review the Company's financial statements and make judgments on financial reporting; to oversee the Company's internal control procedures; and to review the Group's risk management and internal control systems[178] - The Audit Committee is of the opinion that the financial statements of the Company and the Group for the year ended March 31, 2024, comply with applicable accounting standards and the GEM Listing Rules, and that adequate disclosures have been made[179] - As of the date of this announcement, the Audit Committee comprises three independent non-executive directors, namely Mr. Chan Kim Fai (Chairman), Mr. Chung Chin Kwan, and Mr. Chung Kwok Pan[199] Other Information Scope of Work of BDO Limited The consolidated financial statement figures in this announcement have been agreed upon by the Group's auditor, BDO Limited, but their work does not constitute an assurance engagement, thus no opinion or assurance conclusion is expressed on this announcement - The figures for the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for the Group for the year ended March 31, 2024, as set out in this announcement, have been agreed upon by the Group's auditor, BDO Limited[201] - The work performed by BDO Limited in this respect does not constitute an assurance engagement and consequently no opinion or assurance conclusion is expressed on this announcement[201] By Order of the Board This annual results announcement was published by Mr. Yuen Yu Sum, Chairman and Executive Director of Legendary Education Group Limited, on behalf of the Board on June 28, 2024 - This announcement was published by Mr. Yuen Yu Sum, Chairman and Executive Director of Legendary Education Group Limited, on behalf of the Board on June 28, 2024[181] - As of the date of this announcement, the Board members include two executive directors (Mr. Yuen Yu Sum, Mr. Chan Lap Chin), three non-executive directors (Mr. Law Wing Chung, Dr. Tang Sing Hing, Ms. Mak Ming Sze), and three independent non-executive directors (Mr. Chung Chin Kwan, Mr. Chan Kim Fai, Mr. Chung Kwok Pan)[202]