Economic Environment and Market Dynamics - The economic environment in Hong Kong has been challenging, leading to a significant decline in customer spending in the restaurant industry[12]. - The company has implemented strategies such as menu innovation and operational streamlining to adapt to market dynamics[12]. - The recovery of inbound tourism from China and the Asia-Pacific region is expected to improve the performance of the restaurant industry[12]. - The company plans to expand its network in Hong Kong by carefully selecting suitable locations and enhancing its brand portfolio[13]. - The focus will remain on providing a "luxury for all" dining experience while ensuring high-quality food offerings[13]. Financial Performance - For the fiscal year ending March 31, 2025, the company's revenue reached approximately HKD 253.5 million, an increase of about HKD 27.8 million or 12.3% compared to HKD 225.7 million for the previous year[20]. - The cost of goods sold was approximately HKD 103.6 million, representing an increase of about HKD 23.4 million or 29.2% from HKD 80.2 million in the prior year[21]. - Gross profit was approximately HKD 149.9 million, an increase of about HKD 4.4 million or 3.0% from HKD 145.5 million year-over-year[23]. - The overall gross margin decreased from approximately 64.5% to 59.1% due to promotional activities reducing average spending per customer and the lower gross margin of the newly opened restaurant, "柏麗廳" (Palace Hall)[23]. - For the fiscal year ending March 31, 2025, the group recorded a loss of approximately HKD 17.2 million, compared to a loss of approximately HKD 18.6 million for the fiscal year ending March 31, 2024[35]. Operational Costs and Expenses - Employee costs increased by approximately HKD 6.0 million or 8.3% to HKD 78.7 million from HKD 72.7 million in the previous year[25]. - Depreciation expenses decreased to approximately HKD 35.1 million from HKD 37.1 million, primarily due to the opening of "柏麗廳" and the closure of "銅鑼灣Hana"[26]. - Rental and related expenses increased by approximately HKD 0.6 million or 4.2% to HKD 14.8 million from HKD 14.2 million in the prior year[28]. - Fuel and utility expenses rose by approximately HKD 0.6 million or 9.4% to HKD 7.0 million from HKD 6.4 million, influenced by the opening of "柏麗廳" and the closure of "銅鑼灣Hana"[29]. - Financing costs increased by approximately HKD 2.3 million or 79.3% to HKD 5.2 million from HKD 2.9 million, mainly due to new leasing agreements and interest on lease liabilities[32]. Corporate Governance and Board Structure - The board emphasizes the importance of good corporate governance to enhance shareholder value and ensure effective accountability[63]. - The company has adopted all applicable corporate governance code provisions, except for C.2.1 and C.6.1, as of the fiscal year ending March 31, 2025[68]. - The board consists of six directors, with independent non-executive directors making up 50% of the board, exceeding GEM listing rules requirements[73]. - The independent non-executive directors provided extensive business and financial expertise, ensuring compliance with GEM listing rules[76]. - The board has established committees to monitor operational and financial performance, ensuring appropriate internal controls and risk management measures[76]. Risk Management and Internal Controls - The company has established risk management and internal control policies, with the board responsible for monitoring their effectiveness at least annually[118]. - An independent internal control consultant has been engaged to assess the internal control system, concluding that there are no significant deficiencies[121]. - The company identifies and categorizes risks into four categories: strategic, financial, operational, and compliance risks[122]. - The board has appointed an independent internal control consultant to review the effectiveness of the risk management and internal control systems, finding them adequate and effective[124]. Shareholder Relations and Communication - The company has implemented a shareholder communication policy to ensure timely and fair access to information for shareholders[134]. - The board of directors is required to convene a special general meeting within two months upon receiving a valid written request from shareholders holding at least 10% of the paid-up capital[131]. - The company encourages reporting of any misconduct or unethical behavior through established channels[138]. - The group maintains good working relationships with its customers and suppliers, emphasizing the importance of communication through various channels[145]. Employee and Board Diversity - The company is committed to maintaining gender diversity and equality within the board and overall employee team[83]. - As of March 31, 2025, the employee team consists of 35.4% female and 64.6% male, with the board aiming to maintain the current level of female representation[83]. - The board diversity policy was adopted on March 23, 2018, with measurable goals to ensure a balanced representation of skills, experience, and diverse perspectives[83]. Future Plans and Investments - The company has no significant investment or capital asset plans beyond those disclosed in the prospectus dated March 29, 2018, and the annual report[149]. - Under the total supply agreement with Fresh Run, the group plans to purchase fresh and frozen meat and seafood, with annual caps of HKD 44 million, HKD 53 million, and HKD 59 million for the three financial years ending March 31, 2026[168]. Environmental and Social Responsibility - The company has implemented various green measures to promote environmental and social sustainability, complying with local environmental laws and regulations[177].
MS CONCEPT(08447) - 2025 - 年度业绩