Corporate Governance - The company has adopted and complied with all provisions of the corporate governance code as of March 31, 2024[3]. - The board consists of six executive directors and four independent non-executive directors, ensuring compliance with listing rules regarding board composition[13]. - The company is committed to enhancing corporate governance practices to ensure accountability and protect shareholder interests[2]. - The company has established three board committees: Audit Committee, Remuneration Committee, and Nomination Committee to oversee specific aspects of governance[10]. - The company has implemented a diversity policy for the board, promoting a range of experiences and skills among directors[16]. - The company has engaged in continuous professional development for its directors to ensure they are well-informed about their responsibilities[19]. - The roles of the Chairman and CEO are separated, with distinct individuals holding these positions to comply with governance standards[20]. - The company has established appropriate liability insurance for directors to cover responsibilities arising from corporate activities[12]. - The company has adopted a policy to ensure the independence of the board, focusing on a balanced composition of executive and non-executive directors[41]. - The board's governance responsibilities include reviewing and monitoring compliance with legal and regulatory requirements[38]. - The company encourages directors to seek independent professional advice at the company's expense when fulfilling their duties[37]. - The board meets at least four times a year, with a minimum of 14 days' notice provided for regular meetings[32]. - The Nomination Committee held two meetings in fiscal year 2024, with all members attending both meetings[42]. - The Remuneration Committee held two meetings in fiscal year 2024, with all members attending both meetings[63]. - The audit committee held four meetings during the fiscal year 2024, with all members attending all sessions[67]. - The nomination committee consists of four members, including Mr. Hu Qi-teng as the chairman, and is responsible for reviewing the board's structure and recommending candidates for directorship[40]. - The board retains decision-making authority over all significant matters, including policies, strategies, budgets, and major transactions[37]. - The company aims to ensure that board members possess the skills, experience, and diverse perspectives necessary for its business needs[46]. - The board composition includes independent non-executive directors from diverse industries, accounting for over one-third of the board[61]. - The Nomination Committee will regularly review the nomination policy to ensure it meets the company's needs and reflects current regulatory requirements[57]. Financial Performance - Total revenue for the fiscal year 2024 was approximately 59.1 million SGD, a slight decrease of about 0.7 million SGD compared to 59.8 million SGD in fiscal year 2023[136]. - Gross profit increased to approximately 8.0 million SGD in fiscal year 2024 from 7.1 million SGD in fiscal year 2023, with a gross margin improvement from 11.8% to 13.5%[136]. - The decrease in revenue was primarily due to a reduction of approximately 21.4 million SGD in gas pipeline project revenue, offset by an increase of about 20.0 million SGD in water pipeline project revenue[147]. - Total assets decreased to 112.1 million SGD in fiscal year 2024 from 120.4 million SGD in fiscal year 2023[132]. - Total liabilities decreased significantly to 42.3 million SGD in fiscal year 2024 from 64.2 million SGD in fiscal year 2023[132]. - Total equity increased to 69.9 million SGD in fiscal year 2024 from 56.1 million SGD in fiscal year 2023[132]. - The group recorded a loss of approximately 12.3 million SGD in FY2024, compared to a loss of about 2.1 million SGD in FY2023[184]. - The cost of sales decreased by approximately 1.6 million SGD or 3.0% from approximately 52.7 million SGD in FY2023 to about 51.1 million SGD in FY2024, aligning with the revenue decline[173]. - Other income decreased from approximately 6.2 million SGD in FY2023 to about 2.6 million SGD in FY2024, mainly due to a reduction in agency income by approximately 3.0 million SGD[175]. - Administrative expenses increased to approximately 18.7 million SGD in FY2024 from about 12.2 million SGD in FY2023, primarily due to increased operational expenses related to new acquisitions[180]. - Trade receivables and other receivables decreased from approximately 29.6 million SGD as of March 31, 2023, to about 23.1 million SGD as of March 31, 2024, mainly due to a reduction in trade receivables by approximately 7.6 million SGD[186]. - The group's total borrowings decreased from approximately 28.2 million SGD as of March 31, 2023, to about 23.2 million SGD as of March 31, 2024, primarily due to repayments of bank and other borrowings[190]. - The group's asset-liability ratio decreased from approximately 58% as of March 31, 2023, to about 38% as of March 31, 2024, mainly due to reduced borrowings and completed equity financing activities[191]. Business Strategy and Operations - The company aims to drive transformation and prosperity through alliances with listed companies and the establishment of a multi-ecosystem platform[7]. - The company is focused on resource integration and achieving its vision through collaboration and strategic partnerships[6]. - The company aims to strengthen its market position in the construction and building industry in Singapore and expand into real estate, engineering infrastructure, and other sectors in China and Southeast Asia[103]. - The board is actively exploring new business opportunities in various geographical locations to diversify the company's operations and increase revenue sources[140]. - The group has two ongoing gas pipeline projects and nine water pipeline projects with a total contract value of approximately SGD 122.5 million, of which about SGD 69.1 million has been recognized as revenue as of March 31, 2024[152]. - The company secured a new gas project and a new water project in fiscal year 2024, with a total contract value of approximately 10.0 million SGD[147]. - The company plans to enhance its market position in the construction industry and develop the "Zhuohang • Diandian Science and Technology Innovation City" industrial park project in China[137]. - The group has ongoing projects that are progressing according to schedule, with no anticipated liabilities to third parties[152]. - The group plans to utilize net proceeds from fundraising for various purposes, including operational funding and the acquisition of new machinery[157]. - The group aims to enrich its business portfolio and create a sustainable business development model to deliver satisfactory returns to shareholders[148]. - The company remains confident in its sustainable development trajectory despite the challenging operating environment anticipated in the coming year[147]. Environmental, Social, and Governance (ESG) - The board of directors plays a key role in overseeing environmental, social, and governance (ESG) issues, dedicating significant time to assess related risks and develop corresponding policies[113]. - The company conducts at least one corporate risk assessment annually, covering current and potential risks, including those related to ESG[116]. - Stakeholders, including shareholders and management, have been invited to assess the relevance and importance of 19 ESG issues to the company's sustainability performance[117]. - The company has established a governance framework to ensure that management has the necessary tools and resources to monitor ESG issues effectively[114]. - Regular meetings are held to review the progress and risk management related to ESG governance matters[114]. - The company emphasizes communication and feedback mechanisms with stakeholders, including annual general meetings and performance evaluations[115]. - The board evaluates identified risks and reviews the company's existing strategies and internal controls to implement necessary improvements[116]. - The company is committed to enhancing stakeholder resilience against potential risks inherent in its business operations[116]. - The company maintains transparency and reputation through various communication channels, including annual reports and corporate announcements[115]. Employee and Compensation Policies - As of March 31, 2024, the group employed a total of 481 employees, an increase from 476 employees as of March 31, 2023[200]. - The company's compensation policy is aligned with current market practices and is based on individual employee performance, qualifications, and experience[200]. - The board believes that the number of foreign workers employed may fluctuate or decrease, making current expansion plans not cost-effective[196]. - The company may incur additional costs related to maintaining dormitories and complying with potential new regulations from the Singapore government[196]. - The management regularly reviews the capital structure, considering capital costs and associated risks[199]. - The company plans to balance its overall capital structure through dividend payments, issuing new shares, share buybacks, and issuing new debt or redeeming existing debt[199].
卓航控股(01865) - 2024 - 年度财报