Financial Performance - The Group recorded revenue of approximately HK$28.0 million for the year ended 31 March 2024, representing a year-on-year decline of approximately 21.2% from HK$35.5 million for the year ended 31 March 2023[17]. - The increase in loss and total comprehensive expenses was approximately HK$5.5 million, rising from approximately HK$3.1 million for the year ended 31 March 2023 to approximately HK$8.6 million for the year ended 31 March 2024[17]. - The decline in revenue was mainly attributable to decreased income from residential and show flat and sales office projects[17]. - Revenue decreased from approximately HK$35.5 million for the year ended 31 March 2023 to approximately HK$28.0 million for the year ended 31 March 2024, representing a decrease of approximately HK$7.5 million or 21.2%[25]. - Cost of services decreased from approximately HK$21.3 million in 2023 to approximately HK$17.2 million in 2024, a decrease of approximately HK$4.0 million or 19.0%[26]. - Gross profit for the year ended 31 March 2024 was approximately HK$10.7 million, down from approximately HK$14.2 million in 2023, a decrease of approximately HK$3.5 million[27]. - Overall gross profit margin decreased from approximately 40.1% in 2023 to approximately 38.4% in 2024[27]. - Other income significantly decreased from approximately HK$1.36 million in 2023 to approximately HK$42,000 in 2024, a decrease of approximately HK$1.3 million[28]. - Loss before tax increased from approximately HK$2.8 million in 2023 to approximately HK$8.7 million in 2024, an increase of approximately HK$5.9 million[39]. - Loss and total comprehensive expenses increased from approximately HK$3.1 million in 2023 to approximately HK$8.6 million in 2024, an increase of approximately HK$5.5 million[46]. - As at 31 March 2024, total assets were approximately HK$46.2 million, down from approximately HK$56.4 million in 2023[48]. - Current ratio as at 31 March 2024 was approximately 3.5 times, down from approximately 3.8 times in 2023[49]. - Income tax expense decreased from approximately HK$280,000 in 2023 to an income tax credit of approximately HK$104,000 in 2024[45]. - As of March 31, 2024, total assets were approximately HK$46.2 million, down from approximately HK$56.4 million as of March 31, 2023, with cash and cash equivalents increasing to approximately HK$15.6 million from approximately HK$5.1 million[55]. - Total staff costs for the year ended March 31, 2024, amounted to approximately HK$18.8 million, a decrease from approximately HK$23.4 million for the year ended March 31, 2023[70]. Strategic Focus and Outlook - The Group is focused on optimizing operational efficiency and strengthening core competencies in the interior design industry[18]. - The Group remains cautiously optimistic about future growth despite the ongoing economic downturn[19]. - The Group aims to maintain and strengthen its market position in Hong Kong while enhancing brand recognition and recruiting talents to support future growth[86]. - The group aims for sustainable growth and to strengthen its competitiveness in the Hong Kong interior design industry[87]. - Despite a weak market atmosphere, the group anticipates positive impacts on the local economy from the expansion of individual travel plans and government measures[87]. - The group plans to maintain its market position in Hong Kong, enhance brand awareness, and strengthen marketing efforts[88]. - The company is focused on disciplined management of revenue, profitability, and investment returns to achieve long-term value for shareholders[101]. - The group is increasingly aware of ESG and is focusing on supporting the transition to a low-carbon and sustainable future[102]. - The Group does not have any concrete plans for material investments or capital assets for the coming year[73]. Corporate Governance - The company has complied with all corporate governance code provisions throughout the year ended March 31, 2024, except for a deviation from code provision C.2.1[91]. - The Board comprises five Directors, including two female Directors, achieving gender diversity with approximately 40% female representation on the Board and 56% in the total workforce[117][118]. - The Company has established a Board Diversity Policy to enhance effectiveness through diversity in gender, age, educational background, and professional experience[114][115]. - The Nomination Committee was established on March 30, 2012, to oversee the appointment and re-election of Directors[125]. - Each Director's initial term is three years, subject to retirement by rotation and re-election at annual general meetings[127]. - The Board is responsible for corporate governance duties, including compliance with legal and regulatory requirements and monitoring training for Directors and senior management[105][106]. - The Company has arranged appropriate liability insurance coverage for all Directors, which is reviewed regularly by the Board[106]. - The Board aims to maintain at least the current level of female representation and ultimately achieve gender parity[118][123]. - The Company promotes employee diversity measures at all levels, ensuring gender diversity in mid to senior-level recruitment[119][124]. - The Board has delegated various responsibilities to Board committees to enhance governance and oversight[104][106]. - The Company reviews and monitors its policies and practices on corporate governance regularly to ensure compliance and effectiveness[105][106]. - The Board meets at least four times a year to determine strategic direction and approve results[134]. - Directors are required to retire by rotation at least once every three years, with one-third of Directors retiring at each annual general meeting[131]. - All Directors participated in continuous professional development related to corporate governance and regulations during the year ended March 31, 2024[146]. - The Company Secretary maintains detailed minutes of meetings and ensures they are sent to all Board members for comments[135]. - The Company held one meeting with the chairman and independent non-executive Directors during the year[141]. - All Directors received comprehensive induction training upon their appointment to understand the Group structure and their responsibilities[147]. - The Company complies with code provision C.1.4 by maintaining training records for all Directors[148]. - The procedures for the appointment, re-election, and removal of Directors are outlined in the Company's memorandum and articles of association[129]. - The Company believes its retirement practice for Directors meets the objectives of the CG Code[130]. - The company has established three Board Committees: Audit Committee, Remuneration Committee, and Nomination Committee, each with defined written terms of reference[179]. - All independent non-executive Directors have confirmed their independence in accordance with Rule 5.09 of the GEM Listing Rules[172]. - The Board has mechanisms in place to ensure independent views are available, including the appointment of at least three independent non-executive Directors[162]. - The company encourages all Directors to attend relevant training courses at the company's expense to enhance their knowledge and skills[155]. - The roles of chairman and chief executive officer are currently held by Mr. Huang Liang, which the Board believes ensures consistent leadership and effective strategic planning[157]. - The company has complied with the requirement that at least one independent non-executive Director possesses appropriate professional qualifications or financial management expertise[173]. - The Nomination Committee assesses the independence of independent non-executive Directors annually to ensure they can exercise independent judgment[164]. - No equity-based remuneration with performance-related elements will be granted to independent non-executive Directors to maintain their objectivity[165]. - The Board will continue to review the appropriateness of the current structure regarding the separation of the roles of chairman and chief executive officer[158]. - The company has arrangements for providing continuing briefing and professional development to each Director[155]. - The Remuneration Committee consists of three independent non-executive directors, with Ms. Tong Yuk Ying Yannie as the chairlady[183]. - The remuneration policy for directors is based on their expertise, industry experience, group performance, and market conditions[185]. - For the year ended March 31, 2024, one member of senior management received a remuneration of up to HK$1,000,000[190]. - The Nomination Committee also comprises three independent non-executive directors, with Mr. Lee Man Chun as the chairman[192]. - The Company has adopted a Board Diversity Policy to maintain a balance of diversity perspectives relevant to business growth[196]. - The Remuneration Committee reviewed management's remuneration proposals and discussed the remuneration packages of executive directors and senior management during the year[190]. - The terms of reference for both the Remuneration and Nomination Committees can be accessed on the Company and Stock Exchange websites[184][192]. - The Nomination Committee assesses candidates based on integrity, qualifications, skills, and experience relevant to the Group's businesses[193]. - The Remuneration Committee ensures that no director is involved in deciding their own remuneration[184]. - The Company monitors the implementation of the Board Diversity Policy to ensure effective governance[196]. - The Board consists of a balanced mix of experiences and industry backgrounds, including property development, insurance, wealth management, legal, corporate management, accounting, and financial industries[197]. - The Board includes two female Directors and three male Directors, with independent non-executive directors (INEDs) representing more than one third of the Board members[197]. - The Company has adopted a Board Diversity Policy that considers various diversity perspectives, including gender, age, education background, professional experience, and industry experience[199]. - The Nomination Committee's meeting records for the year ended March 31, 2024, are detailed on page 20 of the annual report[198]. - The final decision for Board appointments will be based on the merits of the candidates and their contributions to the Board[199]. - The Company will continue to apply the principle of appointments based on merits while referencing the overall Board Diversity Policy[199]. - The INEDs include certified accountants with diverse industry backgrounds and professional qualifications[197]. - The Board composition satisfies the Company's business model and specific needs, reflecting a commitment to diversity[199]. - The Company emphasizes the importance of a balanced experience and industry background among its Directors[197]. - The Nomination Committee's individual attendance records at meetings are available in the annual report[200].
客思控股(08173) - 2024 - 年度财报