蓝河控股(00498) - 2025 - 年度业绩

Part I Report Cover and Disclaimer Disclaimer The HKEX and Stock Exchange disclaim responsibility for the announcement's content, accuracy, completeness, and any related losses - The HKEX and Stock Exchange are not responsible for the content of this announcement, do not guarantee its accuracy or completeness, and disclaim any losses arising from reliance on its content[1] Company Information Blue River Holdings Limited (Stock Code: 498), incorporated in Bermuda, announces its annual results for FY2025 - Company Name: Blue River Holdings Limited[2] - Place of Incorporation: Bermuda[2] - Stock Code: 498[2] Annual Results Announcement The Board announces the Group's audited consolidated annual results for the year ended March 31, 2025 - The announcement presents the audited consolidated annual results of the Company and its subsidiaries for the year ended March 31, 2025[3] Consolidated Financial Statements Consolidated Statement of Profit or Loss The Group experienced significant revenue and gross profit declines, but narrowed its annual loss and improved loss per share for FY2025 | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 39,013 | 61,970 | | Cost of sales and services | (28,902) | (38,186) | | Gross Profit | 10,111 | 23,784 | | Loss before tax | (177,393) | (263,661) | | Loss for the year | (177,385) | (263,310) | | Loss for the year attributable to owners of the Company | (177,376) | (265,263) | | Basic and diluted loss per share (HK cents) | (17.0) | (25.5) | Consolidated Statement of Comprehensive Income The Group's annual loss and total comprehensive expense significantly narrowed, driven by a positive shift in other comprehensive income from fair value changes of financial assets | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Loss for the year | (177,385) | (263,310) | | Fair value change of financial assets at fair value through other comprehensive income | 102,184 | (115,627) | | Other comprehensive income (expense) for the year | 69,228 | (153,955) | | Total comprehensive expense for the year | (108,157) | (417,265) | | Total comprehensive income (expense) for the year attributable to owners of the Company | (108,148) | (419,218) | Consolidated Statement of Financial Position Total assets slightly decreased, non-current asset composition shifted with investment properties at zero, and net current liabilities increased, leading to reduced net assets and total equity | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Non-current Assets | | | | Investment properties | — | 53,500 | | Financial assets at fair value through other comprehensive income | 241,522 | 164,067 | | Total non-current assets | 849,108 | 933,043 | | Current Assets | | | | Total current assets | 90,292 | 43,019 | | Current Liabilities | | | | Total current liabilities | 119,805 | 44,507 | | Net current liabilities | (29,513) | (1,488) | | Net Assets | | | | Net assets | 818,143 | 926,300 | | Total Equity | 818,143 | 926,300 | Notes to the Consolidated Financial Statements General Information Blue River Holdings, incorporated in Bermuda and listed on the Stock Exchange, operates in gas distribution, property investment, securities, and financial services in China - The Company is incorporated in Bermuda and its shares are listed on The Stock Exchange of Hong Kong[9] - The consolidated financial statements are presented in HKD, which is also the Company's functional currency[10] - The Group's principal activities include gas distribution and logistics in China, property investment, securities trading and investment, and finance-related services[10] Significant Accounting Policies The consolidated financial statements, prepared under HKFRS on a going concern basis despite net current liabilities, were not materially impacted by new accounting standards - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards (HKFRS) issued by the Hong Kong Institute of Certified Public Accountants[11] - As of March 31, 2025, the Group recorded a loss of HKD 177.385 million and net current liabilities of HKD 29.513 million, but management expects sufficient working capital, thus preparing statements on a going concern basis[12] - The application of new and revised HKFRS accounting standards had no significant impact on the Group's financial position or performance this year[14] Basis of Preparation Consolidated financial statements are prepared under HKFRS and Listing Rules on a going concern basis, despite net current liabilities, following management's liquidity assessment - The consolidated financial statements are prepared in accordance with HKFRS issued by the Hong Kong Institute of Certified Public Accountants, complying with Listing Rules and Hong Kong Companies Ordinance[11] - As of March 31, 2025, the Group recorded a loss of HKD 177,385,000 and net current liabilities of HKD 29,513,000[12] - Management has prepared cash flow forecasts and reasonably expects the Group to have sufficient working capital for continued operation, thus preparing the consolidated financial statements on a going concern basis[12] Application of New and Revised HKFRS Accounting Standards New and revised HKFRS and HKAS applied this year had no significant impact on the Group's financial position or performance - This year, the Group first applied HKFRS 16 (Revised), HKAS 1 (Revised), and related amendments[14] - The application of revised standards had no significant impact on the Group's financial position and performance for the current and prior years[14] Revenue Analysis Total revenue for the year significantly decreased to HKD 39.013 million, mainly due to reduced compressed natural gas sales and loan interest income | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Sales of compressed natural gas products | 37,044 | 48,843 | | Port-related services income | — | 2,625 | | Interest income from loans receivable | 919 | 8,702 | | Rental income from investment properties | 1,050 | 1,800 | | Total Revenue | 39,013 | 61,970 | - Revenue from contracts with customers includes sales of compressed natural gas products recognized at a point in time and port-related services income recognized over time[15] Segment Information The Group's four operating segments—Port & Logistics, Property, Securities, and Financial Services—show varied performance, with Financial Services incurring the largest loss and Port & Logistics turning to loss - The Group's operating segments are determined based on information reported to the executive directors, used for assessing resource allocation and performance[16] - Operating and reportable segments include Port and Logistics, Property, Securities, and Financial Services[18] Segment Revenue and Results (2025 vs 2024) | Segment | 2025 Revenue (HKD thousands) | 2025 Results (HKD thousands) | 2024 Revenue (HKD thousands) | 2024 Results (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Port and Logistics | 37,044 | (12,433) | 51,468 | 30,715 | | Property | 1,050 | (12,617) | 1,800 | (31,636) | | Securities | — | (12) | — | (12) | | Financial Services | 919 | (111,210) | 8,702 | (204,481) | | Segment Total and Consolidated | 39,013 | (136,272) | 61,970 | (205,414) | Segment Determination and Assessment Operating segments are determined by information reported to executive directors for resource allocation and performance assessment, grouping similar business units - Operating segments are determined based on information reported to the executive directors (chief operating decision makers) for resource allocation and performance assessment[16] - Certain non-operating items not directly related to operating results, such as corporate expenses, exchange gains/losses, and finance costs, are excluded when assessing segment performance[17] Operating and Reportable Segments The Group's operating and reportable segments include Port and Logistics, Property, Securities, and Financial Services, encompassing diverse business activities - Port and Logistics segment: port development, port operations, compressed natural gas distribution, and logistics businesses[18] - Property segment: investment and leasing of real estate properties[18] - Securities segment: securities investment and trading[18] - Financial Services segment: provision of loan financing, finance-related services, and cash management[18] Segment Revenue and Results Port and Logistics shifted to loss, Property and Financial Services narrowed losses, Securities remained flat, with Financial Services still the largest loss contributor Segment Revenue and Results (2025 vs 2024) | Segment | 2025 Revenue (HKD thousands) | 2025 Results (HKD thousands) | 2024 Revenue (HKD thousands) | 2024 Results (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Port and Logistics | 37,044 | (12,433) | 51,468 | 30,715 | | Property | 1,050 | (12,617) | 1,800 | (31,636) | | Securities | — | (12) | — | (12) | | Financial Services | 919 | (111,210) | 8,702 | (204,481) | | Segment Total and Consolidated | 39,013 | (136,272) | 61,970 | (205,414) | - The 2024 Port and Logistics segment results included a gain from disposal of a subsidiary of approximately HKD 59.323 million[20] Segment Assets and Liabilities Consolidated total assets and liabilities decreased, with Financial Services holding the largest share; unallocated items primarily comprise cash, bank balances, and other borrowings Segment Assets and Liabilities (2025 vs 2024) | Segment | 2025 Assets (HKD thousands) | 2025 Liabilities (HKD thousands) | 2024 Assets (HKD thousands) | 2024 Liabilities (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Port and Logistics | 33,040 | 6,707 | 47,843 | 6,557 | | Property | 62,019 | 8,994 | 73,981 | 10,146 | | Securities | 201,139 | 2,011 | 131,285 | — | | Financial Services | 629,091 | 70,143 | 692,847 | 34 | | Unallocated Assets/Liabilities | 14,111 | 33,402 | 30,106 | 33,025 | | Consolidated Total Assets/Liabilities | 939,400 | 121,257 | 976,062 | 49,762 | - Unallocated assets include cash and bank balances of approximately HKD 4.678 million (2024: HKD 6.959 million), and unallocated liabilities include other borrowings of approximately HKD 19.040 million (2024: HKD 15.977 million)[21] - Segment assets and liabilities include assets and liabilities of operating subsidiaries for the respective segment businesses, and interests in associates and equity instrument investments[22] Other Income Other income significantly increased to HKD 4.504 million, driven by new consulting and sundry income, with stable bank interest | Income Source | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Bank and other interest income | 202 | 149 | | Consulting service income | 4,070 | — | | Sundry income | 232 | — | | Total | 4,504 | 149 | Other Gains and Losses Net other gains and losses increased significantly to a HKD 36.696 million loss, driven by associate ownership changes and impairment losses on property and right-of-use assets | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Net exchange gains (losses) | 15 | (1,371) | | Gain on termination of leases | 3,645 | — | | Gain on forfeiture of deposits and earnest money | — | 8,200 | | Bad debts recovered from prior years | 1,327 | — | | Impairment loss on property, plant and equipment | (4,972) | — | | Impairment loss on right-of-use assets | (4,314) | (8,877) | | Loss on disposal of property, plant and equipment | (1,770) | (1,260) | | Loss on disposal of investment properties | (977) | — | | Loss on change in ownership of an associate | (29,650) | — | | Total | (36,696) | (3,308) | Net Impairment Loss (Recognised) Reversal on Financial Assets Net impairment loss on financial assets was HKD 3.696 million, mainly from loans receivable, contrasting with last year's reversal for a former subsidiary | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Impairment loss recognised on loans receivable | (3,696) | (40) | | Reversal of impairment loss on amounts due from a former subsidiary in liquidation | — | 31,111 | | Total | (3,696) | 31,071 | Finance Costs Finance costs significantly decreased to HKD 1.567 million, mainly due to reduced interest on other borrowings and lease liabilities | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest on bank borrowings | — | 66 | | Interest on other borrowings | 1,193 | 5,646 | | Imputed interest on lease liabilities | 374 | 915 | | Total | 1,567 | 6,627 | Loss Before Tax Loss before tax narrowed to HKD 177 million, after deducting amortization, inventory costs, and depreciation of property and right-of-use assets | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Amortisation of intangible assets | 44 | 45 | | Cost of inventories and services recognised as expense | 28,902 | 38,186 | | Depreciation of property, plant and equipment | 3,425 | 6,294 | | Depreciation of right-of-use assets | 2,078 | 13,685 | Taxation Taxation expense significantly decreased to HKD 8 thousand, primarily due to lower China taxes; no Hong Kong profits tax was provided due to no assessable profits | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Taxation arising in China (current year) | 3 | 528 | | Taxation arising in China (over-provision in prior years) | — | (868) | | Deferred taxation arising in China | (11) | (11) | | Total | (8) | (351) | - No provision for Hong Kong profits tax was made as the Group had no estimated assessable profits for both years[26] - The tax rate for the Group's subsidiaries in China was 25% for both years[26] Loss Per Share Basic and diluted loss per share improved to 17.0 HK cents, with no difference between basic and diluted due to the absence of dilutive ordinary shares | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company for basic and diluted loss per share calculation | (177,376) | (265,263) | | Weighted average number of ordinary shares for basic and diluted loss per share calculation | 1,040,946,114 | 1,040,946,114 | | Basic and diluted loss per share (HK cents) | (17.0) | (25.5) | - As the Company had no potential dilutive ordinary shares outstanding in both years, diluted loss per share is equal to basic loss per share[28] Distributions The Board resolved not to recommend any final dividend for FY2025, consistent with the prior year - No dividends were recognized as distributions in either year[29] - The Board has resolved not to recommend the payment of any final dividend for the year ended March 31, 2025 (2024: nil)[29] Loans Receivable Total loans receivable were HKD 8.783 million (net HKD 5.066 million after impairment), involving an independent third party and a former subsidiary | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Loans receivable | 8,783 | 3,233 | | Less: Impairment allowance | (3,717) | (40) | | Net amount | 5,066 | 3,193 | - Borrower 1: An independent third party primarily engaged in lending business in Hong Kong, with a total of approximately HKD 4.5 million, bearing fixed annual interest of 6%, with partial repayment after the reporting period[33] - Borrower 2: A former subsidiary primarily engaged in port and logistics business, with a total of approximately HKD 4.283 million, bearing fixed annual interest of 3.45%[33] Receivables Held in Escrow The Group held HKD 44.45 million in escrow receivables from investment property disposal, subsequently used to repay other borrowings | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Receivables held in escrow | 44,450 | — | - This amount represents consideration received by the escrow agent on behalf of the Group for the disposal of investment properties[31] - The balance was subsequently used to repay other borrowings as per the Group's instructions after the reporting period[31] Trade and Other Receivables Total trade and other receivables were HKD 19.155 million, with trade receivables at HKD 5.778 million and typical 60-day credit terms | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade and other receivables | 19,155 | 18,315 | | Trade receivables (within 90 days) | 5,778 | 6,241 | - The Group's customers are generally granted credit terms of 60 days[32] Trade and Other Payables Total trade and other payables were HKD 17.376 million, with HKD 2.455 million in trade payables, all due within 90 days | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Trade and other payables | 17,376 | 15,059 | | Trade payables (within 90 days) | 2,455 | 2,908 | Events After the Reporting Period (Notes) No significant events occurred after the reporting period up to the date of this announcement - No significant events after the reporting period occurred from the end of the reporting period up to the date of this announcement[35] Management Discussion and Analysis Final Dividend The Board resolved not to recommend a final dividend for FY2025, consistent with the prior year - The Board has resolved not to recommend the payment of a final dividend for the year ended March 31, 2025 (2024: nil)[36] Closure of Register of Members The Company will suspend member registration from August 25-28, 2025, to determine eligibility for the 2025 Annual General Meeting - The Company will suspend registration of members from August 25, 2025, to August 28, 2025[37] - This is to determine shareholders' entitlement to attend and vote at the 2025 Annual General Meeting to be held on August 28, 2025[37] - All share transfer documents, accompanied by share certificates, must be lodged with the Hong Kong share registrar by 4:30 p.m. on August 22, 2025[37] Review of Financial Performance and Position Revenue and gross profit declined, but loss before tax and annual loss narrowed due to reduced associate losses and administrative expenses, despite asset disposals and impairment changes Key Financial Data (2025 vs 2024) | Metric | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Consolidated Revenue | Approx. 39 million | Approx. 62 million | | Gross Profit | Approx. 10 million | Approx. 24 million | | Loss before tax | Approx. 177 million | Approx. 264 million | | Loss for the year | Approx. 177 million | Approx. 263 million | | Net loss for the year attributable to owners of the Company | Approx. 177 million | Approx. 265 million | | Basic loss per share | Approx. 17.0 HK cents | Approx. 25.5 HK cents | | Total Assets | Approx. 939 million | Approx. 976 million | | Net current liabilities | Approx. 30 million | Approx. 1 million | | Current Ratio | 0.75 times | 0.97 times | | Equity attributable to owners of the Company | Approx. 825 million | Approx. 933 million | | Equity per share | HKD 0.79 | HKD 0.90 | - The decrease in revenue for the year was primarily due to reduced sales of compressed natural gas products with the popularization of electric vehicles and lower interest income from loans receivable[38] - The net loss for the year decreased mainly due to reduced share of losses from associates and lower administrative expenses, but was net of no impairment loss reversals and disposal gains from subsidiaries[39] Operations Review and Business Development Segment performance varied: Port & Logistics turned to loss, Property continued losses, Securities saw flat losses with increased investment fair value, and Financial Services, though narrowing losses, remained the largest loss contributor - The Port and Logistics segment recorded a segment loss of approximately HKD 12 million (2024: profit of HKD 31 million), mainly due to a 24% decrease in compressed natural gas sales volume[42] - The property business recorded a segment loss of approximately HKD 13 million (2024: HKD 32 million), primarily including fair value changes of investment properties and share of losses from associates[45] - The Securities segment recorded a segment loss of approximately HKD 10 thousand (2024: HKD 10 thousand), with an increase in fair value of listed equity instrument investments of approximately HKD 90 million[46] - The Financial Services business recorded a segment loss of approximately HKD 111 million (2024: HKD 204 million), mainly due to a share of losses from invested associates of approximately HKD 81 million during the year[47] Port and Logistics Minsheng Natural Gas's CNG business shifted to loss due to a 24% sales decrease from EV adoption; the Group will continue bus refueling and explore energy opportunities - The Port and Logistics segment recorded a segment loss of approximately HKD 12 million (2024: profit of HKD 31 million, including a gain from disposal of a subsidiary of HKD 59 million)[42] - Compressed natural gas sales volume decreased by 24% from last year to approximately 9 million cubic meters, mainly due to the promotion of electric vehicles in Wuhan[42] - The Group will continue to operate its compressed natural gas distribution and logistics business through Minsheng Natural Gas, primarily to fulfill its obligation to provide refueling services for local public buses and explore energy-related business opportunities[43] Property Property business recorded a segment loss due to weak market conditions; the Group disposed of East Trade Property and will refocus on property investments through associates - Gold Lake Property Limited sold the entire 9th floor of East Trade Plaza, Chai Wan, Hong Kong, and three parking spaces for HKD 50 million, completed on March 31, 2025[44] - The property business recorded a segment loss of approximately HKD 13 million (2024: HKD 32 million) for the year, primarily including a fair value change loss of approximately HKD 4 million on Hong Kong investment properties and a share of losses from associates of HKD 9 million[45] - The Group has repositioned its focus in the property segment to invest in Hong Kong properties through associates, aiming to mitigate adverse factors and seize market opportunities[44][45] Securities The Securities segment recorded a minor loss, but saw a significant increase in fair value of listed equity investments, with the Group continuing to seek value growth opportunities - The Securities segment recorded a segment loss of approximately HKD 10 thousand (2024: HKD 10 thousand)[46] - As of March 31, 2025, the Group's listed equity instrument investments not held for trading amounted to approximately HKD 194 million (2024: HKD 129 million)[46] - An increase in fair value of approximately HKD 90 million (2024: decrease of HKD 81 million) was recognized in other comprehensive income during the year[46] Financial Services Financial Services recorded a segment loss, primarily from associate losses; the Group maintains a cautious approach to direct lending and seeks stable income through equity investments in brokerage and margin financing - The Financial Services business recorded a segment loss of approximately HKD 111 million (2024: HKD 204 million) for the year, mainly due to a share of losses from invested associates of approximately HKD 81 million during the year[47] - The Group holds a one-third equity interest in Ming Lok Enterprises Limited, with a share of losses of approximately HKD 8 million (2024: HKD 35 million) for the year[48] - The Group indirectly holds a 31.54% equity interest in Hope Securities Limited and a 33% equity interest in HEC Securities Company Limited through equity investments, with a share of profit of approximately HKD 18 million (2024: loss of HKD 141 million) for the year[49] Significant Investments The Group's HKD 147 million investment in Wai Wah Tat Holdings, representing 16% of total assets, is a significant long-term value investment despite Wai Wah Tat's losses - The Group invested in 306,000,000 listed ordinary shares of Wai Wah Tat Holdings Limited, representing approximately 4.9% of Wai Wah Tat's issued share capital[50] - This investment is measured at fair value of approximately HKD 147 million, representing approximately 16% of the Group's total assets[50] - The total investment cost in Wai Wah Tat was approximately HKD 85 million, with accumulated unrealized fair value gains of approximately HKD 62 million[50] - Wai Wah Tat and its subsidiaries are primarily engaged in investment holding, tactical and/or strategic investments, and the provision of financial services[51] - During the year, unrealized fair value gains of approximately HKD 85 million from the investment in Wai Wah Tat were recognized in the investment revaluation reserve through other comprehensive income[51] Significant Acquisitions and Disposals The Group executed significant disposals of shares in Yuan Universe Education, Wai Wah Tat, East Trade Property, Hootian, and Zhongda to optimize assets and enhance capital flexibility - From April to June 2024, 3,288,000 shares of Yuan Universe Education (International) Investment Group Limited were disposed of for a total consideration of HKD 4.775 million[53] - On August 29, 2024, 1,064,000 shares of Yuan Universe Education were disposed of for a total consideration of HKD 1.74496 million[54] - On October 17, 2024, 159,000,000 shares of Wai Wah Tat were disposed of for a total consideration of HKD 27.03 million[55] - On March 31, 2025, Gold Lake Property Limited disposed of the East Trade Property for HKD 50 million[56] - On March 18, 2025, 8,000,000 shares of Hootian International Construction Investment Group Limited were disposed of for a total consideration of HKD 6.4 million[57][58] - On March 31, 2025, 199,962,000 shares of Zhongda Group Holdings Limited were disposed of for a total consideration of approximately HKD 7 million[58] Events After the Reporting Period (Management Discussion) Management confirms no significant events occurred after the reporting period up to the announcement date - No significant events after the reporting period occurred from the end of the reporting period up to the date of this announcement[60] Outlook The Board will strategically review assets, divest inefficient investments for capital flexibility, and explore diversification to maximize shareholder returns - The Board conducts strategic reviews of the Group's assets from time to time, aiming to maximize returns for the Company's shareholders[61] - Divesting inefficient and loss-making investments provides the Group with capital and financial flexibility to seize suitable business opportunities in the future[61] - The Group will explore opportunities for diversification and expansion of its business and investment portfolio by investing in businesses with promising prospects[61] Liquidity and Capital Resources Total assets were HKD 939 million, funded by equity and credit; increased other borrowings raised the gearing ratio, with unhedged RMB foreign exchange risk - As of March 31, 2025, the Group's total assets were HKD 939 million (2024: HKD 976 million)[62] - The Group has various credit facilities to meet its working capital requirements and capital expenditure commitments, bearing market interest rates with repayment periods ranging from on demand to one year[62] Borrowings and Gearing Ratio (2025 vs 2024) | Metric | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Other borrowings | Approx. 91 million | Approx. 16 million | | Equity attributable to owners of the Company | Approx. 825 million | Approx. 933 million | | Gearing Ratio | 0.11 | 0.02 | - As of March 31, 2025, the Group's cash, bank balances, and deposits amounted to approximately HKD 22 million (2024: HKD 20 million)[64] Capital Structure The Group conducted no equity fundraising, maintaining an unchanged total number of issued shares as of March 31, 2025 - The Group did not undertake any equity fundraising activities during the year[65] - As of March 31, 2025, the total number of issued shares of the Company, with a par value of HKD 0.1 each, was 1,040,946,114[65] Commitments As of March 31, 2025, the Group had no contracted expenses not provided for in the consolidated financial statements - As of March 31, 2025, the Group had no contracted expenses not provided for in the consolidated financial statements (2024: nil)[66] Foreign Exchange Fluctuation Risk The Group's RMB and HKD denominated assets and liabilities expose it to RMB foreign exchange risk, which is managed by regular review without hedging instruments - The Group's monetary assets, liabilities, and transactions are primarily denominated in RMB and HKD[67] - The Group is primarily exposed to RMB foreign exchange risk, which may affect its performance[67] - No financial instruments were used for hedging during the year, nor were any net foreign currency investments hedged with currency borrowings or other hedging instruments[67] Contingent Liabilities As of March 31, 2025, the Group had no contingent liabilities - As of March 31, 2025, the Group had no contingent liabilities (2024: nil)[68] Pledge of Assets The Group pledged property interests worth approximately HKD 53 million to secure general credit facilities as of March 31, 2025 - As of March 31, 2025, the Group pledged certain property interests with a total value of approximately HKD 53 million (2024: nil)[69] - This pledge serves to secure general credit facilities granted to the Group[69] Number of Employees and Remuneration Policy The Group employed 68 full-time employees as of March 31, 2025, with remuneration comprising salaries and performance-linked bonuses - As of March 31, 2025, the Group employed a total of 68 (2024: 100) full-time employees (including the Company's directors)[70] - The remuneration package comprises salaries and performance-related bonuses[70] Purchase, Sale and Redemption of Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year - During the year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[71] Corporate Governance The Company complied with the Corporate Governance Code, with a deviation where the Chairman and CEO roles are combined, deemed acceptable due to strong leadership and oversight - The Company has complied with the code provisions in Part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules[72] - Deviation: Mr. Kwong Kai Sing, the Chairman, also serves as the President (equivalent to Chief Executive Officer), overseeing the Group's management and operations[72] - The Board believes that Mr. Kwong's extensive management experience and the oversight of other Board members, including independent non-executive directors, provide sufficient checks and balances to safeguard the interests of the Company and its shareholders[72][73] Standard Code for Securities Transactions by Directors The Company adopted the Listing Rules' Standard Code for Directors' securities transactions, with all Directors confirming compliance for FY2025 - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules[74] - All Directors have confirmed compliance with the required standards set out in the Standard Code throughout the year ended March 31, 2025[74] Audit Committee and Review of Accounts The Audit Committee, comprising three independent non-executive directors, reviews and oversees financial reporting and internal controls, and has reviewed this year's annual results - The Company has established an Audit Committee in accordance with the Listing Rules to review and oversee the Group's financial reporting procedures and internal controls[75] - The Audit Committee comprises three independent non-executive directors: Mr. Yu Chung Leung, Mr. Lam Cheung Wah, and Ms. Lau Kin Yee[75] - The Group's annual results for the year ended March 31, 2025, have been reviewed by the Audit Committee[76] Scope of Work of Crowe (HK) CPA Limited Consolidated financial statement amounts in this preliminary announcement were agreed by Crowe (HK) CPA Limited, but their work does not constitute an assurance engagement - The amounts in the consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income, and their related notes in this preliminary announcement have been agreed upon by the Group's auditor, Crowe (HK) CPA Limited[77] - The work performed by the auditor does not constitute an assurance engagement, and therefore no assurance is expressed on this preliminary announcement[77] Report End Information Acknowledgements The Board thanks shareholders, customers, partners, management, and employees for their support and contributions during the year - The Board thanks shareholders, customers, and partners for their unwavering support and confidence in the Group during the year[78] - Sincere gratitude is extended to management and employees across the country for their dedicated service and contributions[78] Publication of Annual Results Announcement and Annual Report This results announcement is published on the Company and Stock Exchange websites; the 2025 Annual Report will be dispatched and available in July 2025 - This results announcement has been published on the Company's website (www.blueriverholdings.com.hk) and the Stock Exchange's website (**www.hkexnews.hk**)[79](index=79&type=chunk) - The 2025 Annual Report will be dispatched to the Company's shareholders and available on the aforementioned websites in July 2025[79] Annual General Meeting The 2025 Annual General Meeting is scheduled for Thursday, August 28, 2025, with notice to be published and dispatched to shareholders - The 2025 Annual General Meeting is scheduled to be held on Thursday, August 28, 2025[80] - The notice of the 2025 Annual General Meeting will be published on the Stock Exchange and the Company's website and dispatched to the Company's shareholders in due course[80] Board of Directors Information The Board comprises Chairman and President Kwong Kai Sing, Executive Director Or Wai Chun, and independent non-executive directors Yu Chung Leung, Lam Cheung Wah, and Lau Kin Yee - Board members include executive directors Mr. Kwong Kai Sing (Chairman and President) and Mr. Or Wai Chun[82] - Independent non-executive directors include Mr. Yu Chung Leung, Mr. Lam Cheung Wah, and Ms. Lau Kin Yee[82]