Financial Performance - For the fiscal year ending December 31, 2024, the company's revenue decreased by approximately 48.3% to SGD 47.1 million from SGD 91.2 million in the previous year[13]. - The gross profit for the same period was approximately SGD 12.6 million, an increase of about 9.5% from SGD 11.5 million in 2023, resulting in a gross margin of 26.7%[18]. - The company reported a net profit of SGD 599,000 for the fiscal year ending December 31, 2024, down from SGD 1.4 million in 2023[13]. - The sales cost decreased by approximately 56.7% to SGD 34.5 million from SGD 79.7 million in the previous year, aligning with the revenue decline[17]. - Other income remained stable at approximately SGD 0.1 million for both fiscal years 2024 and 2023[19]. - Other losses increased by approximately SGD 0.8 million for the year ended December 31, 2024, compared to SGD 20,000 for the year ended December 31, 2023, primarily due to increased foreign exchange losses of SGD 0.2 million and fair value losses related to convertible bonds of SGD 0.3 million[20]. - The group's impairment loss reversal for the year ended December 31, 2024, was approximately SGD 0.6 million, compared to SGD 0.4 million for the year ended December 31, 2023, attributed to a significant decrease in trade receivables and contract assets[21]. - Administrative expenses for the year ended December 31, 2024, were approximately SGD 11.0 million, up from SGD 9.6 million for the year ended December 31, 2023, mainly due to an increase in employee costs of approximately SGD 1.6 million[22]. - Financing costs for the year ended December 31, 2024, were approximately SGD 634,000, compared to SGD 176,000 in 2023, with estimated interest on convertible bonds recognized at approximately SGD 517,000[23]. - Tax expenses for the year ended December 31, 2024, were approximately SGD 0.4 million, compared to SGD 2,000 in 2023, primarily due to the full utilization of unrecognized losses carried forward from the COVID-19 pandemic[24]. - The net profit attributable to the owners decreased from approximately SGD 1.4 million for the year ended December 31, 2023, to approximately SGD 0.6 million for the year ended December 31, 2024, a reduction of approximately SGD 0.8 million[25]. - As of December 31, 2024, the group had total cash and bank balances of approximately SGD 15.8 million, down from approximately SGD 17.0 million as of December 31, 2023, with bank borrowings of approximately SGD 0.6 million compared to SGD 1.6 million in 2023[27]. - The group's debt-to-equity ratio as of December 31, 2024, was 135.5%, significantly up from 16.2% in 2023[31]. Business Operations - The company has 19 ongoing projects with a theoretical contract value of approximately SGD 27.0 million, of which about SGD 5.0 million has been recognized as revenue by December 31, 2024[12]. - The company is well-positioned to capture new business opportunities as the Singapore construction industry recovers[9]. - The company has no significant changes in its main business operations as of December 31, 2024, which primarily involves providing interior decoration services through its subsidiary Ngai Chin Construction Pte Ltd[132]. - The company has established stable business relationships with major clients, including professional consultants and multinational corporations, enhancing market visibility[168]. - The company maintains a list of approved suppliers and subcontractors, continuously evaluating their performance based on various factors such as pricing and quality[169]. Corporate Governance - The company has a strong focus on corporate governance and has been involved in numerous regulatory applications and operations for leading financial institutions[51]. - The company has established a corporate governance framework based on the principles and regulations outlined in the Corporate Governance Code, ensuring compliance throughout the fiscal year ending December 31, 2024[61]. - The board of directors has maintained a balanced composition, including both executive and independent non-executive directors, to ensure robust independent judgment[66]. - All directors have completed an independent assessment of their independence, with satisfactory results reported for the fiscal year ending December 31, 2024[73]. - The board held regular meetings, with attendance records showing that all directors participated actively, with the highest attendance being 7 out of 7 meetings[70]. - The company has committed to high standards of corporate governance, aiming to protect shareholder interests and enhance corporate value[60]. - The company has implemented a mechanism for evaluating board independence, which includes annual reviews and action plans for improvement[72]. - The company has adhered to the Corporate Governance Code's requirement of having at least three independent non-executive directors, ensuring compliance with listing rules[71]. - The board is responsible for leading and monitoring the company, guiding management, and ensuring effective internal controls and risk management systems are in place[76]. - The company has established a code of conduct for securities trading by directors and related persons, confirming compliance throughout the fiscal year[64]. - The company aims to provide satisfactory and sustainable returns to shareholders while maintaining high ethical business standards[63]. - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, each with clearly defined powers and responsibilities[86]. - The Audit Committee consists of three independent non-executive directors, ensuring compliance with listing rules regarding financial management expertise[83]. - The company provides appropriate insurance coverage for directors and senior management against legal actions arising from corporate activities[84]. - The training records for directors indicate that all participated in reading relevant materials, ensuring they remain informed about regulatory developments[81]. - The company maintains a commitment to board diversity, with the Nomination Committee discussing measurable targets to achieve this goal[89]. - The company has adopted a board diversity policy aimed at enhancing corporate governance and board effectiveness, considering factors such as gender, age, and professional qualifications[91]. - The company aims to achieve a target of at least 20% female representation on the board and at least 50% in senior management within two years[93]. - Current gender representation shows 0% female on the board, 33.33% in senior management, and 12.23% across all employees[95]. - The nomination committee reviews the board diversity policy annually to ensure its effectiveness[92]. Risk Management and Compliance - The company has established a risk management and internal control system to manage operational and financial risks, with the board responsible for its effectiveness[101]. - The risk management policy includes procedures for identifying, assessing, and managing key business risks, with quarterly evaluations conducted by departments[103]. - The company has implemented a whistleblowing policy to allow employees to confidentially report concerns regarding financial reporting and internal controls[104]. - An anti-corruption policy has been established to prevent bribery within the company, with internal reporting channels available for employees[105]. - The company has engaged Baker Tilly Consultancy (Singapore) Pte. Ltd. for internal audit functions, which reviewed the effectiveness of the risk management and internal control systems for the year ending December 31, 2024[106]. - The board believes that the existing internal control policies are adequate, effective, and sufficient, despite some isolated incidents leading to audit reservations[107]. - The company has not identified any significant risks or internal control deficiencies since 2019, indicating that the issues leading to audit reservations were isolated events[109]. - The company secretary has undergone at least 15 hours of relevant professional training as required by the listing rules for the year ending December 31, 2024[116]. Shareholder Engagement - The company has established multiple communication channels to engage with shareholders and ensure their rights are protected during general meetings[117]. - Shareholders holding at least 10% of the paid-up capital can request the board to convene a special general meeting within two months of their request[118]. - The company has a structured process for shareholders to submit proposals for consideration at general meetings, requiring written submission at least 15 business days prior to the meeting[119]. - The board of directors has reviewed the implementation of the shareholder communication policy and believes it has been effectively implemented[127]. Sustainability and ESG - The company has established an environmental, social, and governance (ESG) working group to identify and manage ESG risks and report performance to the board[193]. - The company is committed to reducing its carbon footprint and minimizing waste generated from projects as part of its sustainability efforts[188]. - The group identified 16 key environmental, social, and governance (ESG) issues for the fiscal year 2024, with no changes from the previous year[196]. - The group maintains consistent data collection and disclosure methods for ESG reporting, ensuring comparability across reporting periods[199]. - Stakeholder engagement activities throughout the fiscal year included formal and informal communication, emphasizing the importance of transparency[200]. - Key concerns from stakeholders include fair employment practices, workplace safety, and sustainable profitability for shareholders[200]. - The group aims to establish strong, long-term relationships with stakeholders by understanding their expectations and concerns[200]. - The group has implemented employee training programs and feedback platforms to address employee concerns regarding compensation and job security[200]. - The group emphasizes compliance with legal regulations, including those set by the Hong Kong Stock Exchange[200]. - The group focuses on maintaining a safe working environment and fair treatment of suppliers and subcontractors[200]. - The group aims to contribute to the community through volunteer services and charitable activities[200].
RAFFLESINTERIOR(01376) - 2024 - 年度财报