汛和集团(01591) - 2025 - 年度业绩

Annual Performance Overview SWGRPH announced audited consolidated financial results for the year ended March 31, 2025, showing a shift from profit to loss, significant revenue decline, gross margin contraction, and a net loss due to increased impairment of financial assets and administrative expenses Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the company's revenue significantly decreased by 50.1% to HK$166,255 thousand, leading to a 58.3% reduction in gross profit. Despite an increase in other income and gains, the company shifted from a profit in the prior year to a loss this year due to a substantial rise in net impairment loss on financial assets and increased administrative expenses Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 166,255 | 333,430 | (167,175) | -50.1% | | Direct Costs | (140,916) | (272,636) | 131,720 | -48.3% | | Gross Profit | 25,339 | 60,794 | (35,455) | -58.3% | | Other Income and Other Gains | 8,768 | 4,391 | 4,377 | 99.7% | | Administrative and Other Operating Expenses | (31,912) | (22,352) | (9,560) | 42.8% | | Net Impairment Loss on Financial and Contract Assets | (9,223) | (52) | (9,171) | 17636.5% | | Operating (Loss)/Profit | (7,028) | 42,781 | (49,809) | -116.4% | | (Loss)/Profit Before Income Tax | (7,058) | 42,781 | (49,839) | -116.5% | | Income Tax Credit/(Expense) | 1,365 | (3,316) | 4,681 | -141.2% | | Total (Loss)/Profit and Comprehensive (Expense)/Income for the Year Attributable to Owners of the Company | (5,693) | 39,465 | (45,158) | -114.4% | | Basic and Diluted (Loss)/Earnings Per Share (HK cents) | (1.42) | 9.87 | (11.29) | -114.4% | Consolidated Statement of Financial Position As of March 31, 2025, the company's total assets remained stable year-on-year, total equity slightly decreased, and total liabilities increased, with a reduction in net current assets reflecting liquidity pressure Key Data from Consolidated Statement of Financial Position | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Assets | | | | | | Non-current Assets | 16,530 | 12,614 | 3,916 | 31.0% | | Current Assets | 186,882 | 190,797 | (3,915) | -2.1% | | Total Assets | 203,412 | 203,411 | 1 | 0.0% | | Equity | | | | | | Share Capital | 40,000 | 40,000 | 0 | 0.0% | | Reserves | 100,020 | 105,713 | (5,693) | -5.4% | | Total Equity | 140,020 | 145,713 | (5,693) | -3.9% | | Liabilities | | | | | | Current Liabilities | 62,416 | 56,544 | 5,872 | 10.4% | | Non-current Liabilities | 976 | 1,154 | (178) | -15.4% | | Total Liabilities | 63,392 | 57,698 | 5,694 | 9.9% | | Total Equity and Liabilities | 203,412 | 203,411 | 1 | 0.0% | | Net Current Assets | 124,466 | 134,253 | (9,787) | -7.3% | | Net Assets | 140,020 | 145,713 | (5,693) | -3.9% | Notes to the Consolidated Financial Statements This section details SWGRPH's general information, basis of presentation, significant accounting policies and changes, and specific explanations and analyses of various financial data, including revenue, other income, taxation, earnings per share, dividends, receivables and payables, share capital changes, pledged deposits, capital commitments, and contingent liabilities - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and on a historical cost basis[10] - The preparation of financial statements involves the use of certain critical accounting estimates and management judgments[10] General Information and Basis of Presentation SWGRPH is an investment holding company incorporated in the Cayman Islands, primarily engaged in foundation engineering in Hong Kong, listed on the SEHK Main Board, and ultimately controlled by Mega City Holdings Limited, with financial statements presented in HKD - The Company is an investment holding company, and the Group is principally engaged in undertaking foundation works in Hong Kong[6] - The Company was incorporated in the Cayman Islands on May 3, 2016, and its shares were listed on the Main Board of the Stock Exchange of Hong Kong on September 28, 2016[6] - As at March 31, 2025, its parent company and ultimate holding company was Mega City Holdings Limited, owned 40% by Mr. Wong Yan Hung, 30% by Mr. Wong Yee Bong, and 30% by Mr. Lai Kwok Fai respectively[6] - The consolidated financial statements are presented in Hong Kong dollars, which is also the functional currency of the Company[8] Significant Accounting Policies This section outlines the key accounting policies applied in preparing the consolidated financial statements, including the basis of preparation and the revised Hong Kong Financial Reporting Standards effective this year and those issued but not yet effective Basis of Preparation SWGRPH's consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, SEHK Listing Rules, and applicable disclosure requirements of the Hong Kong Companies Ordinance, primarily using the historical cost convention and involving key accounting estimates and management judgments - The Group's consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA[10] - The consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Hong Kong Companies Ordinance (Cap. 622)[10] - The consolidated financial statements are prepared on the historical cost basis, except where otherwise stated in the Group's accounting policies[10] Changes in Accounting Policies and Disclosures This year, the Group first applied several revised Hong Kong Financial Reporting Standards, which had no significant impact on the financial position or performance of the current or prior years; new and revised standards issued but not yet effective, including HKFRS 18 'Presentation and Disclosure in Financial Statements,' are expected to be effective in 2027 and may affect future income statement presentation and related disclosure requirements - The application of the revised Hong Kong Financial Reporting Standards in the current year had no significant impact on the Group's financial position and performance for the current and prior years and/or the disclosures contained in these consolidated financial statements[11] - The Group has not early applied a number of new and revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[12] - HKFRS 18 'Presentation and Disclosure in Financial Statements' will be effective for annual periods beginning on or after January 1, 2027, and is expected to impact the presentation of the statement of profit or loss and related disclosure requirements in future financial statements[14] Revenue and Segment Information The Group's revenue primarily from construction contract receipts significantly decreased by 50.1% to HK$166,255 thousand in FY2025; as all operations and non-current assets are located in Hong Kong, the Group is considered a single operating segment, and no segment or geographical information is presented - Revenue represents the Group's turnover, which refers to receipts from construction contracts in the ordinary course of business[15] - The chief operating decision maker is identified as the Board of Directors, which views the Group's business as a single operating segment[15] - The Group operates solely in Hong Kong, and all non-current assets are located in Hong Kong, thus no segment information or geographical information is presented[15] Revenue Composition For the year ended March 31, 2025, the Group's total revenue was HK$166,255 thousand, a 50.1% decrease year-on-year, with main contract revenue at HK$117,130 thousand and sub-contract revenue at HK$49,125 thousand Revenue Composition | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Main Contracts | 117,130 | 242,884 | (125,754) | -51.8% | | Sub-contracts | 49,125 | 90,546 | (41,421) | -45.7% | | Total Revenue | 166,255 | 333,430 | (167,175) | -50.1% | Major Customer Information In FY2025, Customer A remained a major client but with significantly reduced contribution, while Customers E, F, and G emerged as new major clients, and prior year's major clients B and C contributed less than 10% of total revenue Major Customers Contributing Over 10% of Total Revenue | Customer | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Customer A | 26,210 | 117,485 | | Customer B | – | 48,555 | | Customer C | – | 45,712 | | Customer D | 17,037 | 41,720 | | Customer E | 37,508 | – | | Customer F | 27,293 | – | | Customer G | 22,516 | – | - In 2025, Customers E, F, and G became new major customers, with their revenue contributions exceeding 10% of total revenue[16] - Major customers B and C from 2024 did not contribute 10% of total revenue in 2025[16] Other Income and Other Gains For the year ended March 31, 2025, total other income and other gains increased by 99.7% to HK$8,768 thousand, primarily driven by significant increases in project management fees and interest income, as well as the recognition of government grants Composition of Other Income and Other Gains | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Project Management Fees | 4,461 | 731 | 3,730 | 510.3% | | Interest Income | 3,585 | 2,432 | 1,153 | 47.4% | | Government Grants — Amortisation of Deferred Income | 140 | – | 140 | N/A | | Gain on Disposal of Property, Plant and Equipment | 10 | 26 | (16) | -61.5% | | Bad Debts Recovered | – | 556 | (556) | -100.0% | | Scrap Material Sales | 168 | 500 | (332) | -66.4% | | Rental Income | 213 | – | 213 | N/A | | Others | 191 | 146 | 45 | 30.8% | | Total | 8,768 | 4,391 | 4,377 | 99.7% | - Project management fees significantly increased by 510.3% to HK$4,461 thousand, and interest income grew by 47.4% to HK$3,585 thousand[17] - Government grants of HK$140 thousand for machinery acquisition were recognized for the first time this year[17] (Loss)/Profit Before Income Tax For the year ended March 31, 2025, the company shifted from a profit before income tax of HK$42,781 thousand in the prior year to a loss of HK$7,058 thousand, primarily due to increased staff costs, depreciation of property, plant and equipment, and depreciation of right-of-use assets Composition of (Loss)/Profit Before Income Tax | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Depreciation of Property, Plant and Equipment (included in direct costs) | 5,466 | 5,111 | 355 | 6.9% | | Staff Costs (included in direct costs) | 23,983 | 22,092 | 1,891 | 8.6% | | Auditor's Remuneration — Audit Services | 760 | 760 | 0 | 0.0% | | Auditor's Remuneration — Non-audit Services | 120 | 120 | 0 | 0.0% | | Depreciation of Property, Plant and Equipment (included in administrative and other operating expenses) | 1,896 | 1,663 | 233 | 14.0% | | Depreciation of Right-of-use Assets | 334 | 33 | 301 | 912.1% | | Expenses Relating to Short-term Leases Not Included in the Measurement of Lease Liabilities | 2,997 | 2,966 | 31 | 1.0% | | Staff Costs (including directors' emoluments) | 20,464 | 11,131 | 9,333 | 83.8% | - Staff costs (including directors' emoluments) included in administrative and other operating expenses significantly increased by 83.8% to HK$20,464 thousand[18] - Depreciation of right-of-use assets notably increased by 912.1% to HK$334 thousand[18] Income Tax (Credit)/Expense For the year ended March 31, 2025, the Group recorded an income tax credit of HK$1,365 thousand, compared to an income tax expense of HK$3,316 thousand in the prior year, primarily due to zero Hong Kong profits tax provision as there was no taxable profit this year, and deferred tax shifting from an expense to a credit Income Tax (Credit)/Expense | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Current Income Tax — Hong Kong Profits Tax | – | 2,162 | (2,162) | -100.0% | | Deferred Tax (Credit)/Expense | (1,365) | 1,154 | (2,519) | -218.3% | | Total | (1,365) | 3,316 | (4,681) | -141.2% | - In 2025, no Hong Kong profits tax provision was made as the Group had no taxable profit arising in or derived from Hong Kong[19] (Loss)/Earnings Per Share For the year ended March 31, 2025, basic and diluted loss per share attributable to owners of the company was 1.42 HK cents, compared to earnings per share of 9.87 HK cents in the prior year, reflecting the company's shift from profit to loss (Loss)/Earnings Per Share | Metric | 2025 | 2024 | Change | Change (%) | | :--- | :--- | :--- | :--- | :--- | | (Loss)/Profit for the Year Attributable to Owners of the Company (HK$ thousand) | (5,693) | 39,465 | (45,158) | -114.4% | | Weighted Average Number of Ordinary Shares (thousands) | 400,000 | 400,000 | 0 | 0.0% | | Basic (Loss)/Earnings Per Share (HK cents) | (1.42) | 9.87 | (11.29) | -114.4% | - The weighted average number of ordinary shares for the year ended March 31, 2025, has been adjusted for the effect of the share consolidation effective on September 17, 2024[20] - As no potential dilutive ordinary shares were issued in either year, diluted (loss)/earnings per share is equal to basic (loss)/earnings per share[21] Dividends The Board of Directors decided not to recommend the payment of any dividends for the year ended March 31, 2025, consistent with the prior year - The Board of Directors did not and does not recommend the payment of a dividend for the year ended March 31, 2025 (2024: nil)[22] Trade and Other Receivables As of March 31, 2025, total trade and other receivables increased to HK$55,581 thousand, with net trade receivables at HK$31,390 thousand after provision for credit losses, showing an increase in amounts over 90 days old and a significant rise in credit loss provision Trade and Other Receivables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Receivables | 37,018 | 35,793 | 1,225 | 3.4% | | Less: Provision for Credit Losses | (5,628) | (218) | (5,410) | 2481.7% | | Net Trade Receivables | 31,390 | 35,575 | (4,185) | -11.8% | | Other Receivables, Deposits and Prepayments | 24,191 | 15,025 | 9,166 | 61.0% | | Total | 55,581 | 50,600 | 4,981 | 9.8% | Aging Analysis of Trade Receivables (Net of Provision for Credit Losses) | Aging | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0–30 days | 17,124 | 26,728 | | 31–60 days | 8,855 | 5,709 | | 61–90 days | – | 3,138 | | Over 90 days | 5,411 | – | | Total | 31,390 | 35,575 | - The credit period granted to customers generally ranges from 21 to 45 days (2024: 30 to 45 days)[23] Pledged Bank Deposits As of March 31, 2025, total pledged bank deposits amounted to HK$7,160 thousand, an increase from the prior year, with HK$5,000 thousand for contract performance guarantees and HK$2,160 thousand pledged for bank facilities required for operations, at an effective annual interest rate of 3.54% Pledged Bank Deposits | Purpose | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Performance Bonds for Contract Fulfillment | 5,000 | 6,460 | (1,460) | -22.6% | | Bank Facilities for Operations | 2,160 | – | 2,160 | N/A | | Total | 7,160 | 6,460 | 700 | 10.8% | - The effective annual interest rate for pledged bank deposits was 3.54% (2024: 5.25%)[24] Share Capital On September 17, 2024, the company implemented a share consolidation, merging every ten shares of HK$0.01 par value into one consolidated share of HK$0.10 par value, adjusting the total issued share capital from 4,000,000,000 shares to 400,000,000 shares while maintaining the share capital amount at HK$40,000 thousand - On July 23, 2024, the Board proposed a share consolidation, where every ten issued and unissued shares of HK$0.01 par value would be consolidated into one consolidated share of HK$0.10 par value[25] - The share consolidation became effective on September 17, 2024, adjusting the total issued share capital from 4,000,000,000 shares to 400,000,000 shares[26] Changes in Share Capital | Item | Number of Ordinary Shares (shares) | Amount (HK$ thousand) | | :--- | :--- | :--- | | As at April 1, 2023, March 31, 2024 and April 1, 2024 | 4,000,000,000 | 40,000 | | Share Consolidation | (3,600,000,000) | – | | As at March 31, 2025 | 400,000,000 | 40,000 | Trade and Other Payables As of March 31, 2025, total trade and other payables increased by 43.1% to HK$44,034 thousand year-on-year, with significant growth in both trade payables and accruals and other payables Trade and Other Payables | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Payables | 23,097 | 12,758 | 10,339 | 81.0% | | Retention Payables | 11,092 | 10,516 | 576 | 5.5% | | Accruals and Other Payables | 9,845 | 7,501 | 2,344 | 31.2% | | Total | 44,034 | 30,775 | 13,259 | 43.1% | - Payment terms granted by suppliers are generally within two months[28] Aging Analysis of Trade Payables | Aging | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0–30 days | 22,093 | 8,501 | | 31–60 days | 206 | 3,130 | | 61–90 days | – | 12 | | Over 90 days | 798 | 1,115 | | Total | 23,097 | 12,758 | Capital Commitments As of March 31, 2025, the Group's contracted but unprovided capital expenditure amounted to HK$1,155 thousand, primarily for property, plant, and equipment, a significant decrease from the prior year Capital Commitments | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Property, Plant and Equipment | 1,155 | 4,743 | (3,588) | -75.7% | Performance Bonds and Contingent Liabilities As of March 31, 2025, the Group's outstanding performance bonds were approximately HK$18,416 thousand, slightly lower than the prior year, primarily in the form of pledged deposits or corporate indemnity guarantees from insurance companies for construction contract performance - The Group's outstanding performance bonds were approximately HK$18,416 thousand (2024: approximately HK$18,969 thousand)[29] - Performance bonds will be released upon completion of the contracted works[29] - Save as disclosed, the Group had no other significant contingent liabilities as at March 31, 2025[30] Management Discussion and Analysis This section details SWGRPH's operating environment, financial performance, and future outlook for the review year, facing market challenges with significant revenue and gross profit decline, leading to a shift from profit to loss, and management plans to expand the customer base through flexible pricing strategies and strict cost control to counter the market downturn, while also analyzing liquidity, capital structure, risk management, and employee policies Business Review and Outlook SWGRPH has over 20 years of experience in Hong Kong's foundation industry, specializing in various foundation works, with 10 ongoing projects totaling approximately HK$305.8 million as of March 31, 2025; however, the review year saw a significant 50.1% revenue decrease, gross margin contraction to 15.2%, and a net loss due to financial asset impairment and increased administrative expenses, prompting plans for flexible pricing and strict cost control to navigate the ongoing construction market downturn - The Group has over 20 years of history in the foundation industry in Hong Kong, specializing in excavation and lateral support works, rock-socketed H-piling and mini-piling works, and pile cap construction works[31] - As at March 31, 2025, the Group had 10 ongoing projects with original contract sums of approximately HK$305.8 million[31] - During the year under review, the Group's revenue recorded approximately HK$166.3 million, a decrease of approximately HK$167.2 million or 50.1% compared to the same period last year, mainly due to the substantial completion of large projects from previous years and a reduction in the value of newly awarded contracts[32] - The shrinking construction market has posed significant challenges for the Group, with the downturn expected to continue for the next two years[33] - The Group plans to expand its customer base through flexible pricing strategies and maintain strict cost control measures to achieve profitability[33] Financial Performance Analysis This section analyzes the Group's financial performance during the review year, including revenue, gross profit, other income, administrative expenses, impairment losses, and net profit, showing a significant 50.1% revenue decline, substantial drops in gross profit and margin, and despite increased other income, higher administrative expenses and financial asset impairment losses ultimately led to a shift from profit to loss - During the year under review, the Group's revenue was approximately HK$166.3 million, a decrease of approximately HK$167.2 million or 50.1% compared to the same period last year[34] - Gross profit was approximately HK$25.3 million, a decrease of approximately HK$35.5 million or 58.3% compared to the same period last year, with the gross profit margin decreasing from 18.2% to 15.2%[35] - Other income and other gains were approximately HK$8.8 million, an increase of approximately HK$4.4 million or 99.7% compared to the same period last year, mainly from project management fees and interest income[36] - Administrative and other operating expenses were approximately HK$31.9 million, an increase of approximately HK$9.6 million or 42.8% compared to the same period last year, primarily due to increased directors' and staff benefits[37] - Net impairment loss on financial and contract assets was approximately HK$9.2 million, a significant increase from approximately HK$0.1 million in the prior year, mainly due to increased expected credit losses on trade receivables and contract assets[39] - The Group recorded a net loss of approximately HK$5.7 million during the year under review (2024: net profit of approximately HK$39.5 million)[40] Revenue During the review year, the Group's revenue was approximately HK$166.3 million, a significant decrease of approximately HK$167.2 million or 50.1% year-on-year, primarily due to the substantial completion of certain large foundation projects awarded in prior years and new projects being in their initial stages - The Group's revenue was approximately HK$166.3 million, a decrease of approximately HK$167.2 million or 50.1% compared to the same period for the year ended March 31, 2024[34] - The sharp decline in revenue was mainly due to the substantial completion of certain large foundation projects awarded in prior years, while newly awarded projects were in their initial stages during the year under review[34] Gross Profit and Gross Profit Margin During the review year, the Group's gross profit was approximately HK$25.3 million, a decrease of approximately HK$35.5 million or 58.3% year-on-year, with the gross profit margin falling by 3 percentage points to 15.2% from 18.2% in the prior year, attributed to reduced revenue and higher direct material and management costs in the initial stages of new foundation projects - The Group's gross profit was approximately HK$25.3 million, a decrease of approximately HK$35.5 million or 58.3% compared to the same period last year[35] - The gross profit margin was approximately 15.2%, a decrease of 3 percentage points from approximately 18.2% in the same period last year[35] - The decrease in gross profit and gross profit margin was due to reduced revenue and higher direct material costs and direct management fees incurred in the initial stages of newly awarded foundation projects[35] Other Income and Other Gains During the review year, the Group's other income and other gains were approximately HK$8.8 million, an increase of approximately HK$4.4 million or 99.7% year-on-year, primarily driven by project management fees (approximately HK$4.5 million) and interest income (approximately HK$3.6 million) - The Group's other income and other gains were approximately HK$8.8 million, an increase of approximately HK$4.4 million or 99.7% compared to the same period last year[36] - Other income and other gains for the year under review mainly comprised recognized project management fees of approximately HK$4.5 million (2024: approximately HK$0.7 million) and interest income of approximately HK$3.6 million (2024: approximately HK$2.4 million)[36] Administrative and Other Operating Expenses During the review year, administrative and other operating expenses were approximately HK$31.9 million, an increase of approximately HK$9.6 million or 42.8% year-on-year, primarily due to increased directors' and staff benefits, with the Group committed to maintaining strict control over general expenses - Administrative and other operating expenses were approximately HK$31.9 million, an increase of approximately HK$9.6 million or 42.8% compared to the same period last year[37] - This increase was due to increased directors' and staff benefits[37] - The Group will continue to maintain strict control over general expenses[38] Net Impairment Loss on Financial and Contract Assets During the review year, the net impairment loss on financial and contract assets was approximately HK$9.2 million, a significant increase from approximately HK$0.1 million in the prior year, primarily due to increased expected credit losses on trade receivables and contract assets - Net impairment loss on financial and contract assets was approximately HK$9.2 million (2024: approximately HK$0.1 million)[39] - This was due to increased expected credit losses on trade receivables and contract assets[39] Net (Loss)/Profit As a result of the combined impact of the aforementioned financial performance, the Group recorded a net loss of approximately HK$5.7 million during the review year, shifting from a net profit of approximately HK$39.5 million in the prior year - The Group recorded a net loss of approximately HK$5.7 million during the year under review (2024: net profit of approximately HK$39.5 million)[40] Liquidity, Financial Position and Capital Structure This section outlines the Group's liquidity, financial structure, and capital structure, including a share consolidation in September 2024 adjusting issued shares to 400,000,000, total bank balances of approximately HK$85.2 million as of March 31, 2025, and a gearing ratio of 0.43%, with the Group adopting a prudent treasury policy and monitoring liquidity - On September 17, 2024, the Company implemented a share consolidation, changing the total number of issued shares to 400,000,000 shares[41] - As at March 31, 2025, the Group had total bank balances of approximately HK$85.2 million (2024: approximately HK$93.4 million)[41] - As at March 31, 2025, the gearing ratio (calculated as total borrowings divided by total equity) was 0.43% (2024: nil)[43] - The Board closely monitors the Group's liquidity position to ensure that the liquidity structure of its assets, liabilities, and other commitments can always meet its funding requirements[42] Treasury Policy The Group adopts a prudent financial management approach for its treasury policy, with the Board closely monitoring liquidity to ensure that the liquidity structure of assets, liabilities, and other commitments consistently meets funding requirements - The Group adopts a prudent financial management approach for its treasury policy[42] - The Board closely monitors the Group's liquidity position to ensure that the liquidity structure of its assets, liabilities, and other commitments can always meet its funding requirements[42] Gearing Ratio As of March 31, 2025, the Group's gearing ratio (calculated as total borrowings, including lease liabilities, divided by total equity) was 0.43%, compared to zero in the prior year, indicating an increase in debt levels - As at March 31, 2025, the gearing ratio (calculated as total borrowings, which include lease liabilities, divided by total equity) was 0.43% (2024: nil)[43] Pledge of Assets As of March 31, 2025, the Group had pledged approximately HK$5.0 million in bank deposits as performance bonds for contract fulfillment and an additional approximately HK$2.2 million in bank deposits as collateral for bank facilities required for operations - As at March 31, 2025, the Group had pledged bank deposits of approximately HK$5.0 million as performance bonds for the faithful performance of contracts between the Group's entities and customers (2024: approximately HK$6.5 million)[44] - The remaining approximately HK$2.2 million of bank deposits were pledged as bank facilities required for the Group's operations (2024: nil)[44] Foreign Exchange Exposure As of March 31, 2025, the Group held approximately HK$19.4 million in USD-denominated bank deposits; however, due to the HKD's peg to the USD and the Group's operations and transactions being solely in HKD in Hong Kong, the directors consider the foreign exchange risk to be minimal, thus no derivative contracts were entered into for hedging - As at March 31, 2025, the Group had bank deposits of approximately HK$19.4 million denominated in US dollars[45] - As the Hong Kong dollar is pegged to the US dollar, the Group's exposure to US dollar currency risk is not significant[45] - As the Group operates solely in Hong Kong and all revenue and transactions are settled in Hong Kong dollars, the directors consider the Group's foreign exchange risk to be minimal[45] Capital Expenditure and Commitments This section details the Group's capital expenditure and future capital commitments during the review year, including an investment of approximately HK$10.5 million in property, plant, and equipment funded by internal resources, and capital commitments of approximately HK$1.2 million at year-end - During the year under review, the Group invested approximately HK$10.5 million in the purchase of property, plant and equipment[46] - All such capital expenditure was funded by internal resources[46] - As at March 31, 2025, the Group's capital commitments amounted to approximately HK$1.2 million[47] Capital Expenditure During the review year, the Group invested approximately HK$10.5 million in the purchase of property, plant, and equipment, with all capital expenditure funded by internal resources - During the year under review, the Group invested approximately HK$10.5 million in the purchase of property, plant and equipment[46] - All such capital expenditure was funded by internal resources[46] Capital Commitments As of March 31, 2025, the Group's capital commitments amounted to approximately HK$1.2 million, with no other significant capital commitments disclosed - As at March 31, 2025, the Group's capital commitments amounted to approximately HK$1.2 million[47] - Save as disclosed above, the Group had no other significant capital commitments as at March 31, 2025[48] Performance Bonds and Contingent Liabilities The Group issues performance guarantees for construction contracts, either as performance bonds secured by pledged deposits or corporate indemnity guarantees from insurance companies, with outstanding performance bonds totaling approximately HK$18.4 million as of March 31, 2025 - Certain customers of construction contracts undertaken by the Group require the Group's entities to issue performance guarantees for contracts in the form of performance bonds secured by pledged deposits[49] - The Group's entities provide corporate indemnity guarantees to insurance companies that have issued performance bonds[49] - As at March 31, 2025, the outstanding amount of performance bonds for which the Group's entities provided corporate indemnity guarantees was approximately HK$18.4 million (2024: approximately HK$19.0 million)[49] - Save as disclosed above, the Group had no other significant contingent liabilities as at March 31, 2025[50] Significant Acquisitions and Disposals of Subsidiaries and Associates During the review year, the Group did not undertake any significant acquisitions or disposals of subsidiaries or associates - During the year under review, the Group did not undertake any significant acquisitions or disposals of subsidiaries or associates[51] Significant Investments During the review year, the Group did not make any significant investments - During the year under review, the Group had no significant investments[52] Final Dividends The Board of Directors resolved not to recommend the declaration of any final dividends for the review year - The Board of Directors resolved not to recommend the declaration of any final dividends for the year under review[53] Future Plans for Material Investments or Capital Assets During the review year, the Group had no other future plans for material investments or capital assets - During the year under review, the Group had no other plans for material investments or capital assets[54] Employees and Remuneration Policy As of March 31, 2025, the Group employed 59 full-time employees, an increase of 5 from the prior year; remuneration policy is based on market terms, individual performance, qualifications, and experience, with performance-linked bonuses to attract and retain talent; total staff costs for the review year were approximately HK$44.4 million, an increase from the prior year - As at March 31, 2025, the Group employed a total of 59 full-time employees (including executive directors), compared to 54 full-time employees as at March 31, 2024[55] - Remuneration is determined with reference to market terms and the performance, qualifications, and experience of individual employees[55] - The total staff costs incurred by the Group during the year under review were approximately HK$44.4 million, compared to approximately HK$33.2 million for the same period for the year ended March 31, 2024[55] Events After the Reporting Period As of March 31, 2025, and up to the date of this announcement, the Group had not undertaken any significant events after the reporting period - The Group had not undertaken any significant events after March 31, 2025, and up to the date of this announcement[56] Corporate Governance/Other Information This section outlines SWGRPH's corporate governance practices, including compliance with the Corporate Governance Code and Model Code for Securities Transactions by Directors, the establishment of an Audit Committee, and confirmation of compliance throughout the review year; it also covers share option schemes, competing interests, securities transactions, directors' contractual interests, public float, AGM arrangements, and auditor's scope of work Compliance with the Corporate Governance Code The Group is committed to maintaining good corporate governance to protect shareholders' interests and ensure effective accountability, having adopted and applied the Corporate Governance Code in Appendix C1 of the SEHK Listing Rules, and confirms compliance with all applicable code provisions throughout the review year and up to the announcement date - The Group is committed to maintaining good corporate governance to protect shareholders' interests and achieve effective accountability[57] - The Company has adopted and applied the Corporate Governance Code set out in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[57] - The Company has complied with all applicable code provisions set out in the Corporate Governance Code throughout the year under review and up to the date of this announcement[57] Compliance with the Model Code for Securities Transactions by Directors of Listed Issuers The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules as its standard for directors' securities dealings; all directors confirmed compliance with the required standards throughout the review year and up to the announcement date after specific inquiry - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules as its standard for directors' securities dealings[58] - All directors confirmed, after specific inquiry, that they have complied with the required standards set out in the Model Code throughout the year under review and up to the date of this announcement[58] Share Option Scheme The Company adopted a share option scheme on September 3, 2016, to attract and retain talent and incentivize contributions to Group performance; since its adoption, no share options have been granted, exercised, cancelled, or lapsed, and there are no outstanding share options as of March 31, 2025 - The Company adopted a share option scheme on September 3, 2016[59] - The primary purpose of the share option scheme is to attract and retain the best personnel, provide incentives, and drive excellent performance for the Group's business[59] - Since the adoption of the share option scheme on September 3, 2016, no share options have been granted, exercised, cancelled, or lapsed under the scheme[59] - As at March 31, 2025, there were no outstanding share options[59] Competing Interests Directors confirmed that during the review year, other than their interests in the Group's business, the Company's controlling shareholders and their respective close associates had no interests in any business that competes or is likely to compete, directly or indirectly, with the Group's business - The directors confirmed that during the year under review, save for their interests in the Group's business, the Company's controlling shareholders and their respective close associates had no interests in any business that competes or is likely to compete, directly or indirectly, with the Group's business[60] Purchase, Sale or Redemption of the Company's Securities During the review year and up to the date of this announcement, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities - During the year under review and up to the date of this announcement, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities[61] Directors' Material Contractual Interests During the review year, no director had any material interest, directly or indirectly, in any contract entered into by the Company or any of its subsidiaries that was significant to the Group's business - During the year under review, no director had any material interest, directly or indirectly, in any contract entered into by the Company or any of its subsidiaries that was significant to the Group's business[62] Sufficiency of Public Float Based on publicly available information and to the best of the directors' knowledge, the Company confirmed that it maintained a sufficient public float for its shares as stipulated by the Listing Rules throughout the review year and up to the date of this announcement - The directors confirmed that, based on publicly available information and to the best of their knowledge, the Company maintained a sufficient public float for its shares as stipulated by the Listing Rules throughout the year under review and up to the date of this announcement[63] Annual General Meeting and Share Transfer Registration Procedures The 2025 Annual General Meeting will be held on August 28, 2025; to determine shareholders' eligibility to attend and vote, the Company will suspend Hong Kong share transfer registration from August 25, 2025, to August 28, 2025 - The 2025 Annual General Meeting will be held on Thursday, August 28, 2025[64] - The Company will suspend Hong Kong share transfer registration from Monday, August 25, 2025, to Thursday, August 28, 2025 (both dates inclusive)[65] - To be eligible to attend and vote at the Annual General Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar by 4:30 p.m. on Friday, August 22, 2025[65] Audit Committee The Company established an Audit Committee on September 3, 2016, comprising three independent non-executive directors with Mr. Tam Wai Tak as Chairman; its main responsibilities include reviewing financial information, overseeing financial reporting, risk management, and internal control procedures, and it has reviewed the consolidated financial statements for the review year, deeming them prepared in compliance with applicable accounting standards and requirements - The Company established an Audit Committee on September 3, 2016, with written terms of reference in compliance with the Corporate Governance Code[66] - The Audit Committee comprises all three independent non-executive directors, namely Mr. Tam Wai Tak, Mr. Lo Ka Ho, and Mr. Leung Wai Lim, with Mr. Tam Wai Tak serving as the Chairman of the Audit Committee[67] - The Audit Committee has reviewed the consolidated financial statements for the year under review and is of the opinion that the results were prepared in compliance with applicable accounting standards and requirements and the Listing Rules, and that adequate relevant disclosures have been made[67] Scope of Work of the Auditor The Group's auditor, National Alliance CPA Limited, has agreed that the figures in the annual results announcement for the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes as of and for the year ended March 31, 2025, are consistent with those in the Group's consolidated financial statements; the work performed by the auditor in this regard does not constitute an assurance engagement, and thus no assurance has been provided on this annual results announcement - The Group's auditor, National Alliance CPA Limited, has agreed that the figures in the annual results announcement for the Group's consolidated statement of financial position as at March 31, 2025, the consolidated statement of profit or loss and other comprehensive income for the year ended March 31, 2025, and the related notes are consistent with the amounts contained in the Group's consolidated financial statements for the year ended March 31, 2025[68] - The work performed by National Alliance CPA Limited in this regard does not constitute an assurance engagement, and accordingly, no assurance has been provided on this annual results announcement[68] Acknowledgement The Board of Directors extends its sincere gratitude to the management team and staff for their tireless efforts and contributions, and to shareholders, investors, and business partners for their trust and support - The Board of Directors takes this opportunity to express its sincere gratitude to the management team and staff for their tireless efforts and contributions, and to our shareholders, investors, and business partners for their trust and support[69] Publication of Annual Results Announcement and Annual Report The Company's annual results announcement has been published on the SEHK website and the Company's website; the annual report for the review year will be dispatched to shareholders and published on the SEHK and Company websites in due course - The Company's annual results announcement has been published on the SEHK website (www.hkexnews.hk) and the Company's website (www.swgrph.com) respectively[70] - The Company's annual report for the year under review will be dispatched to the Company's shareholders and published on the SEHK and the Company's websites respectively in due course[70]