大地教育(08417) - 2025 - 年度业绩

Company Information Company Basic Information This section provides core company information including basic registration details, board members, committee structures, principal bankers, and share registrars, noting changes in key positions like CEO and Compliance Officer during the reporting period - The company experienced significant personnel changes on October 1, 2024, with Mr. Mok Pak Ki, former CEO, and Mr. Chung Ka Yick, Executive Director, resigning, and Mr. Chung Ka Nang taking over as CEO, Compliance Officer, and Authorized Representative[11] - The company's principal bankers are Hang Seng Bank Limited, and its auditor is Ascent Partners CPA Limited[12] Chairman's Statement Chairman's Statement The Chairman's report highlights the 2024/25 fiscal year as a challenging transitional period, where the company's loss expanded to approximately HKD 8.35 million due to decreased revenue and reduced financial asset gains, yet maintains a robust financial position with HKD 40.6 million in cash and time deposits and no net debt, focusing on digital platform expansion and new business exploration like tutoring Financial Performance Summary | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Loss attributable to equity holders | Approx. HKD 8.35 million | Approx. HKD 6.35 million | | Total comprehensive expense attributable to equity holders | Approx. HKD 8.25 million | Approx. HKD 6.56 million | | Revenue | Approx. HKD 15.88 million | Approx. HKD 16.87 million | - Despite the expanded loss, the company's financial position remains solid, holding HKD 40.6 million in cash and time deposits as of March 31, 2025, with no net debt[14] - Australia and the UK are the company's primary markets, accounting for 52.6% and 35.8% of total revenue, respectively[15] - Future strategic priorities include enhancing online platforms, expanding into new markets like Taiwan, strengthening partnerships with overseas educational institutions, exploring new revenue streams such as guardianship and administrative services, and developing education-related ancillary businesses[20] Management Discussion and Analysis This section provides an in-depth review of the Group's business and financial performance, noting a slight 5.9% decline in revenue from core overseas study consultancy services to HKD 15.9 million and an expanded net loss due to a significant reduction in other income, while detailing market revenue changes, cost controls, liquidity, future strategies including digitalization and diversification, and the use of IPO proceeds Business Review and Outlook The Group's core business remains overseas study consultancy services in Hong Kong, primarily generating revenue from student placements in the UK and Australia, with the loss for the year increasing from approximately HKD 5.9 million to HKD 7.6 million, mainly due to a HKD 2.0 million reduction in other income, particularly from fair value gains on financial assets and interest income, while future plans include strengthening online platforms for market expansion beyond Hong Kong and exploring ancillary businesses like tutoring courses for new revenue streams Loss for the Year | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Loss for the year | Approx. HKD 7.6 million | Approx. HKD 5.9 million | - The increase in loss is primarily due to a HKD 2.0 million decrease in other income, specifically reduced fair value gains on financial assets, lower bank interest income, and decreased administrative fee income[21] - The Group is exploring the feasibility of developing education-related ancillary businesses, such as tutoring courses, to address market competition and create new revenue streams[22] Financial Review Total revenue for the fiscal year was approximately HKD 15.9 million, a 5.9% year-on-year decrease, primarily due to fewer student placements in the UK, Canada, and the US, though Australian market revenue grew against the trend, expanding its share to 52.7%, while other income significantly declined by 47.9% to HKD 2.2 million, contributing to the expanded loss, with marketing costs and employee benefits expenses both decreasing, reflecting effective cost control Revenue and Other Income | Item | FY2025 (million HKD) | FY2024 (million HKD) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 15.9 | 16.9 | -5.9% | | Revenue from UK | 5.7 | 6.6 | -13.9% | | Revenue from Australia | 8.4 | 7.4 | +13.5% | | Revenue from Canada/US | 1.2 | 2.3 | -47.8% | | Other Income | 2.2 | 4.2 | -47.9% | - The significant decrease in other income is primarily due to a HKD 0.2 million reduction in bank interest income, a HKD 0.5 million decrease in administrative fee income, and a shift from a HKD 0.4 million gain to a HKD 0.4 million loss on financial assets at fair value through profit or loss[30] - Employee benefits expenses decreased from HKD 12.6 million to HKD 11.5 million, mainly due to a reduction in staff headcount at the Hong Kong office[33] Liquidity, Financial Resources, and Capital Structure The Group's financial position remains robust, primarily supported by shareholder contributions and operating cash flow, with total cash and cash equivalents of approximately HKD 35.7 million and total equity of approximately HKD 47.5 million at the end of the reporting period, and no net debt, thus no gearing ratio is presented, with no assets pledged, significant capital commitments, or contingent liabilities Financial Position as of March 31, 2025 | Metric (as of March 31, 2025) | Amount (million HKD) | | :--- | :--- | | Cash and cash equivalents | 35.7 | | Total equity attributable to equity holders | 47.5 | | Net Debt | None | - The Group is primarily exposed to exchange rate fluctuation risks related to AUD, CAD, GBP, and RMB, but does not use any financial instruments for hedging[42] Use of Net Proceeds from Listing As of March 31, 2025, approximately HKD 52.6 million of the net proceeds from listing, totaling approximately HKD 55.1 million, has been utilized, with approximately HKD 2.52 million remaining unutilized, primarily allocated for additional staff recruitment, IT system enhancements, and large-scale exhibitions, and the expected utilization timeline for the remaining funds has been extended to the end of March 2026 due to recruitment difficulties, time required for IT system upgrades, and a cautious approach to physical exhibitions Utilization of Net Proceeds | Item | Net Proceeds Allocated (thousand HKD) | Utilized as of March 31, 2025 (thousand HKD) | Unutilized as of March 31, 2025 (thousand HKD) | | :--- | :--- | :--- | :--- | | Recruitment of additional consultants and support staff | 15,373 | 14,252 | 1,121 | | Enhancement of IT systems | 4,477 | 3,182 | 1,295 | | Organization of large-scale exhibitions | 2,458 | 2,358 | 100 | | Total | 55,139 | 52,623 | 2,516 | - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[50] Biographies of Directors and Senior Management Biographies of Directors and Senior Management This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional qualifications, industry experience, and responsibilities within the Group, explicitly disclosing family relationships among some board members - Mr. Chung Wang Lung (Chairman), an Executive Director, is the father of Mr. Chung Ka Nang, an Executive Director, and the uncle of Ms. So Ho Sau, an Executive Director[54] - Independent Non-executive Directors Mr. Wong Tak Chun, Ms. Chung Wai Na, and Ms. Lee Yuen Shan all possess extensive backgrounds in accounting, finance, and corporate governance[58][61][62] Corporate Governance Report This report outlines the company's corporate governance structure and practices during the reporting period, confirming compliance with all applicable code provisions of the GEM Listing Rules, detailing the Board's composition, responsibilities, and meeting attendance, as well as the membership, terms of reference, and work summaries of the Audit, Remuneration, and Nomination Committees, and covering aspects such as director training, risk management, internal control, shareholder rights, and communication policies, demonstrating the company's commitment to high governance standards Board and Committees The Board comprises three executive and three independent non-executive directors, maintaining a balanced mix of skills and experience, with four Board meetings held during the reporting period, and three sub-committees—Audit, Remuneration, and Nomination—each predominantly or chaired by independent non-executive directors to ensure independence and effective oversight, with each committee holding two meetings to fulfill duties such as reviewing financial statements, determining remuneration, and nominating directors - For the year ended March 31, 2025, the company has complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[69] - The Board has adopted a Board Diversity Policy and achieved gender diversity during the reporting period, with three female Board members[81][82] Committee Composition | Committee | Chairman | Composition | | :--- | :--- | :--- | | Audit Committee | Mr. Wong Tak Chun (INED) | 3 INEDs | | Remuneration Committee | Ms. Chung Wai Na (INED) | 3 INEDs | | Nomination Committee | Mr. Chung Wang Lung (Chairman) | 1 ED, 2 INEDs | Risk Management, Internal Control, and Shareholder Rights The Board affirms its responsibility for ensuring effective internal control and risk management systems, though no internal audit function is currently established given the company's relatively simple structure, and clear shareholder rights procedures are in place, including avenues for convening extraordinary general meetings and making inquiries, with communication maintained through annual reports, announcements, and the company website - The Board confirms its responsibility for ensuring the effectiveness of the Group's internal control and risk management systems, but currently has no internal audit function established[103][104] - Shareholders holding not less than one-tenth of the company's paid-up capital may request to convene an extraordinary general meeting[109] Environmental, Social and Governance Report This ESG report details Daadi Education's policies, measures, and performance in environmental protection, social responsibility, and governance, identifying key issues such as customer satisfaction and occupational health and safety through materiality assessment, demonstrating commitment to energy conservation and emission reduction with a significant decrease in greenhouse gas emissions, and covering employment, labor standards, employee development, supply chain management, product responsibility, and anti-corruption, with a summary of performance data A. Environment Given its office-based operations, the Group's environmental impact is relatively small, with total greenhouse gas emissions significantly decreasing by 32.6% year-on-year during the reporting period, primarily due to energy-saving measures, and the company has set a target to reduce greenhouse gas emissions by at least 3% over the next five years from the FY2023 baseline, while waste management efforts, including the "4R" principle and paperless office initiatives, led to a year-on-year decrease in paper consumption, and the report also includes a first-time analysis of climate-related risks based on the TCFD framework Environmental Performance | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (tonnes of CO2e) | 7.64 | 11.34 | -32.6% | | Total Paper Consumption (sheets) | 36,628 | 44,865 | -18.4% | - The Group has set a target to reduce greenhouse gas emissions by at least 3% over the next five years, using FY2023 as the baseline year[132] - The Group has begun to reference the Task Force on Climate-related Financial Disclosures (TCFD) framework to identify and manage physical and transition risks arising from climate change[141] B. Society The Group considers talent its most valuable resource, implementing comprehensive employment policies to protect employee rights, covering recruitment, remuneration, benefits, and equal opportunities, achieving zero work-related fatalities during the reporting period and providing over 12 hours of training to all employees, strictly adhering to labor standards by prohibiting child and forced labor, committing to client data privacy protection and maintaining a complaint handling mechanism for product responsibility, and upholding integrity in operations with anti-corruption and whistleblowing policies - During the reporting period, employee turnover rate significantly increased from 6.86% in the previous fiscal year to 46.75%[167] - The Group achieved zero work-related fatalities and no lost workdays due to work-related injuries[148] - All employees received over 12 hours of work-related training[153] - During the reporting period, neither the Group nor its employees were involved in any legal prosecution cases concerning corruption, nor were any complaints received regarding products and services[160][168] Report of the Directors This statutory disclosure covers the company's principal activities, changes in directors, shareholdings of directors and substantial shareholders, share option schemes, connected transactions, and public float, confirming the controlling shareholder's compliance with non-competition undertakings, noting that connected transactions primarily involve IT system fees and office rent paid to related parties, both qualifying for exemptions, and stating that no dividends were distributed this fiscal year while maintaining sufficient public float Directors' and Shareholders' Interests This section discloses changes in Board members and lists the interests of directors and substantial shareholders in the company's shares, with Chairman Mr. Chung Wang Lung holding 51% of the company's shares through his wholly-owned Macro Brave Investment Limited as the controlling shareholder, and Ms. Song Wenxia holding 24% of the shares, confirming that the controlling shareholder has complied with the non-competition undertaking, which has been annually reviewed by the independent non-executive directors Major Shareholders' Interests | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Chung Wang Lung | Interest in controlled corporation | 892,710,000 | 51% | | Song Wenxia | Beneficial owner | 420,030,000 | 24% | - The independent non-executive directors have reviewed and confirmed the controlling shareholder's compliance with the non-competition undertaking[192] Connected Transactions During the reporting period, the Group engaged in two continuing connected transactions: paying approximately HKD 0.5 million for IT system (ERP, CRM, and newly developed DIY system) licenses and maintenance fees to On On Web Exhibition Limited, 51% owned by controlling shareholder Mr. Chung, and approximately HKD 0.2 million for rent of the Guangzhou office from Mr. Chung, with both transactions exempted from reporting, annual review, and independent shareholders' approval requirements under the GEM Listing Rules due to their amounts falling within the de minimis thresholds - Approximately HKD 0.5 million paid to related party On On Group for IT system-related fees[224] - Approximately HKD 0.2 million paid to controlling shareholder Mr. Chung for Guangzhou office rent[224] - The independent non-executive directors have reviewed these continuing connected transactions and confirmed they were conducted on normal commercial terms and are in the overall interest of the company and its shareholders[230] Independent Auditor's Report Independent Auditor's Report Ascent Partners CPA Limited, the auditor, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, deeming them to present a true and fair view of the Group's financial position and performance, identifying "Assessment of Expected Credit Losses on Trade Receivables" as a key audit matter due to significant management judgment and estimation involved - The auditor issued an unmodified opinion on the consolidated financial statements, stating they present a true and fair view[236] - A key audit matter is the "Assessment of Expected Credit Losses (ECL) on Trade Receivables," as it involves significant management judgment and estimation[238][239] Consolidated Financial Statements This section presents the company's audited core financial data, including the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, and consolidated statement of cash flows, along with detailed notes to these statements, showing a net loss of HKD 7.61 million and total assets of HKD 54.6 million for FY2025, with notes elaborating on key accounting policies and items such as revenue recognition, financial instruments, and related party transactions Consolidated Statement of Profit or Loss and Other Comprehensive Income For the current fiscal year, the Group recorded revenue of HKD 15.88 million, a decrease from HKD 16.87 million last year, with loss before tax expanding to HKD 7.47 million and loss for the year at HKD 7.61 million due to reduced other income and expense impacts, resulting in a loss attributable to equity holders of HKD 8.35 million and basic loss per share of HKD 0.48 cents Consolidated Profit or Loss Summary | Metric | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 15,875 | 16,869 | | Loss before income tax | (7,471) | (5,772) | | Loss for the year | (7,605) | (5,876) | | Loss attributable to equity holders of the Company | (8,347) | (6,345) | | Basic loss per share (HK cents) | (0.48) | (0.36) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HKD 54.6 million, total liabilities were HKD 6.63 million, and net assets were HKD 47.96 million, with non-current assets primarily comprising property, plant, and equipment and a financial asset valued at HKD 5.73 million, and current assets including HKD 35.75 million in cash and cash equivalents, indicating strong liquidity Consolidated Financial Position as of March 31, 2025 | Metric (as of March 31, 2025) | Amount (thousand HKD) | | :--- | :--- | | Total Assets | 54,595 | | Total Liabilities | 6,633 | | Net Assets | 47,962 | | Cash and cash equivalents | 35,746 | Consolidated Statement of Cash Flows During the current fiscal year, the Group experienced a net cash outflow of HKD 6.0 million from operating activities, a net cash inflow of HKD 11.32 million from investing activities primarily due to a decrease in time deposits, and a net cash outflow of HKD 2.33 million from financing activities mainly for repayment of lease liabilities, resulting in a net increase of HKD 2.98 million in cash and cash equivalents for the year Consolidated Cash Flows for FY2025 | Metric (FY2025) | Cash Flow (thousand HKD) | | :--- | :--- | | Net cash used in operating activities | (6,001) | | Net cash from investing activities | 11,318 | | Net cash used in financing activities | (2,334) | | Net increase in cash and cash equivalents | 2,983 | Financial Summary Five-Year Financial Summary This section provides a summary of the Group's key performance and financial position data for the past five fiscal years (2021-2025), showing that the Group's revenue has remained around HKD 16-17 million in recent years, but has recorded consecutive losses in the last three years, with more significant losses in FY2023 and FY2025, and total assets and total equity have shown a declining trend since 2021 Five-Year Financial Overview | Metric (thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 15,875 | 16,869 | 16,638 | 16,764 | 16,025 | | (Loss)/Profit for the year | (7,605) | (5,876) | (9,005) | (4,552) | 7,015 | | Total Assets | 54,595 | 64,098 | 71,451 | 78,417 | 84,591 | | Total Equity | 47,962 | 56,209 | 62,761 | 72,930 | 77,883 |