宏基资本(02288) - 2025 - 年度业绩

Financial Summary Overview of Financial Summary Rykadan Capital Limited reported a significant increase in loss for the year, decreased net asset value per share, reduced cash, and no final dividend recommendation | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Loss for the year from continuing operations | (223,722) | (166,963) | | Loss for the year from discontinued operations | (69,982) | (9,203) | | Loss for the year (continuing and discontinued operations) | (293,704) | (176,166) | | Net asset value per share attributable to owners of the Company | 1.54 HKD | 2.29 HKD | | Bank balances and cash | 64,000 | 101,000 | - The Board does not recommend a final dividend for the year ended March 31, 2025[2] Consolidated Financial Statements Consolidated Statement of Profit or Loss Revenue from continuing operations decreased, but gross profit turned positive; however, increased losses from associates and joint ventures, and higher impairment losses on trade receivables, significantly expanded the loss for the year | Indicator (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Revenue | 74,451 | 103,343 | | Gross profit (loss) | 8,263 | (28,185) | | Operating loss | (43,112) | (70,959) | | Share of results of associates | (113,198) | (35,216) | | Share of results of joint ventures | (90,921) | (12,444) | | Loss for the year from continuing operations | (223,722) | (166,963) | | Loss for the year from discontinued operations | (69,982) | (9,203) | | Loss for the year | (293,704) | (176,166) | | Loss Per Share (HK Cents) | 2025 | 2024 | | :--- | :--- | :--- | | From continuing and discontinued operations (basic) | (74.9) | (46.3) | | From continuing operations (basic) | (56.3) | (43.9) | Consolidated Statement of Comprehensive Income The Group's total comprehensive loss for the year ended March 31, 2025, further widened, primarily due to the expanded loss for the year, with other comprehensive income items having a minor overall impact | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Loss for the year | (293,704) | (176,166) | | Other comprehensive income for the year | (685) | (985) | | Total comprehensive loss for the year | (294,389) | (177,151) | | Total comprehensive loss for the year attributable to owners of the Company | (281,880) | (174,504) | Consolidated Statement of Financial Position Non-current assets and equity attributable to owners significantly decreased due to reductions in investment properties, PPE, and interests in associates and joint ventures; net current assets increased, but total assets less current liabilities decreased | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Non-current assets | 208,379 | 575,768 | | Investment properties | 2,700 | 154,500 | | Interests in associates | 67,423 | 178,766 | | Interests in joint ventures | 134,939 | 205,096 | | Current assets | 485,136 | 571,834 | | Assets classified as held for sale | 119,883 | – | | Current liabilities | 113,363 | 273,529 | | Liabilities associated with assets classified as held for sale | 51,166 | – | | Net current assets | 440,490 | 298,305 | | Total assets less current liabilities | 648,869 | 874,073 | | Equity attributable to owners of the Company | 579,493 | 861,373 | Notes to the Consolidated Financial Statements 1. General Information Rykadan Capital Limited, incorporated in the Cayman Islands and listed on the HKEX, primarily engages in investment holding and corporate management services, with its consolidated financial statements presented in HKD - The Company was incorporated in the Cayman Islands, and its shares have been listed on The Stock Exchange of Hong Kong Limited since August 21, 2009[8] - The Company is an investment holding company and provides corporate management services[9] - The Group's consolidated financial statements are presented in Hong Kong Dollars, which is also the functional currency of the Company[10] 2. Basis of Preparation of Consolidated Financial Statements The consolidated financial statements are prepared in accordance with HKFRSs issued by the HKICPA, applying amendments effective this year, which had no significant impact on the Group's financial position or performance - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[11] - The application of the amendments to HKFRSs in the current year had no significant impact on the Group's financial position and performance for the current and prior years and/or on the disclosures made in these consolidated financial statements[12] 3. Revenue and Segment Reporting The Group's continuing operations derive revenue from property development, asset, investment, and fund management, and distribution of building materials; total revenue decreased in FY2025, with property development being the largest contributor but declining, and the property investment segment reclassified as discontinued operations - The Group's principal activities from continuing operations are property development, asset, investment and fund management, and distribution of building and interior decoration materials[13] | Revenue Category (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Sale of completed properties | 70,773 | 92,590 | | Distribution of building and interior decoration materials | – | 6,019 | | Asset, investment and fund management income | 3,678 | 4,734 | | Total | 74,451 | 103,343 | - As at March 31, 2025, the aggregate amount of the transaction price allocated to the remaining performance obligations from continuing operations was HKD 169,000 (2024: HKD 74,876,000), which is expected to be recognized within the next 2 months[14] - The operating segment in respect of property investment was discontinued during the year ended March 31, 2025, and reclassified as discontinued operations[16] | Geographical Location (Continuing Operations Revenue) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Hong Kong | 3,678 | 4,734 | | PRC | – | 6,019 | | United States | 70,773 | 92,590 | | Total | 74,451 | 103,343 | 4. Other Income The Group's other income from continuing operations primarily consists of interest income from loans to an associate, with a decrease in total other income compared to the prior year | Income Source (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Interest income from loans to an associate | 2,559 | 3,762 | | Interest income from bank deposits | 386 | 1,134 | | Total | 4,934 | 6,718 | 5. Other Net Losses The Group's other net losses from continuing operations are mainly composed of exchange losses, which narrowed in the current year | Loss Source (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Net exchange loss | (1,728) | (3,923) | | Gain on disposal of other property, plant and equipment | 18 | – | | Total | (2,180) | (3,883) | 6. Finance Costs The Group's finance costs from continuing operations primarily consist of bank loan interest expenses, with a decrease in total finance costs this year, and a portion of interest capitalized to properties under development for sale | Finance Costs (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Interest expense on bank loans | 10,577 | 13,684 | | Less: Interest expense capitalized to properties under development for sale | (905) | (937) | | Total | 9,800 | 12,869 | - The capitalization rate used to determine the amount of borrowing costs capitalized during the year was approximately 6.4% (2024: 4.0%) per annum, indicating an increase in borrowing costs[25] 7. Other Major Expenses The Group's major expenses include cost of properties sold, employee benefit expenses, and impairment losses on trade receivables; cost of properties sold and direct costs of management services significantly decreased, but impairment losses on trade receivables substantially increased | Expense Item (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Auditor's remuneration (audit services) | 950 | 950 | | Auditor's remuneration (non-audit services) | 696 | 150 | | Cost of properties sold | 62,173 | 105,600 | | Direct costs of providing management services | 4,015 | 11,692 | | Employee benefit expenses | 30,979 | 32,712 | | Impairment losses on trade receivables (net of reversal) | 11,730 | 5,041 | | Write-down of properties held for sale | – | 9,026 | 8. Income Tax Credit (Expense) The Group recorded an income tax credit this year, primarily due to over-provision in prior years and deferred tax credits, contrasting with an income tax expense last year, with no Hong Kong profits tax provision due to absence of taxable profits | Income Tax Item (Continuing Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Current tax (withholding tax on dividend distribution) | (71) | (1,217) | | Over-provision in prior years (other jurisdictions) | 168 | – | | Deferred tax (credited (charged) to profit or loss) | 58 | (1,058) | | Total | 109 | (2,275) | - No Hong Kong profits tax provision has been made in the consolidated financial statements for both years as the Group did not generate any assessable profits[27] - During the year ended March 31, 2025, withholding tax of HKD 71,000 (2024: HKD 58,000) was recognized on dividend distribution by a Canadian subsidiary of the Group[29] 9. Discontinued Operations / Assets Classified as Held for Sale and Liabilities Associated with Assets Held for Sale The Group signed an agreement to sell part of Rykadan Capital Tower on December 17, 2024, reclassifying the property investment business as discontinued operations, leading to a significant increase in loss for the year from discontinued operations due to fair value reduction of investment properties, with related assets and liabilities classified as held for sale - On December 17, 2024, the Group entered into a sale and purchase agreement with an independent third party, German Pool (Hong Kong) Limited, for the disposal of 27th and 28th Floors of Rykadan Capital Tower together with certain car parking spaces, and the property investment operation was accounted for as "discontinued operations" in the Group's consolidated financial statements for the year ended March 31, 2025[30] | Indicator (Discontinued Operations) | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Revenue | 997 | 1,045 | | Fair value loss on investment properties | (66,900) | (4,316) | | Loss for the year from discontinued operations | (69,982) | (9,203) | | Assets and Liabilities Classified as Held for Sale (2025 HKD Thousands) | | | :--- | :--- | | Investment properties | 84,900 | | Other property, plant and equipment | 32,875 | | Properties held for sale | 1,805 | | Total assets classified as held for sale | 119,883 | | Bank loans | (51,054) | | Total liabilities associated with assets classified as held for sale | (51,166) | - During the year ended March 31, 2025, there were no breaches of covenants in relation to the utilized facilities[34] 10. Loss Per Share The Group's basic loss per share (from continuing and discontinued operations) for the year ended March 31, 2025, significantly widened to 74.9 HK cents from 46.3 HK cents last year, with no diluted loss per share reported due to the absence of potential dilutive ordinary shares | Loss Per Share (HK Cents) | 2025 | 2024 | | :--- | :--- | :--- | | From continuing operations (basic) | (56.3) | (43.9) | | From discontinued operations (basic) | (18.6) | (2.5) | | From continuing and discontinued operations (basic) | (74.9) | (46.3) | - No diluted loss per share for both years was presented as there were no potential dilutive ordinary shares in existence during both years[38] 11. Dividends No dividends were paid or declared during the year, and the Board does not recommend a final dividend for the year ended March 31, 2025 - No dividends were paid or declared during the year[39] - The Board does not recommend the payment of a dividend for the year ended March 31, 2025 (2024: nil HKD)[39] 12. Investment Properties The Group's investment property value significantly decreased, primarily due to fair value reduction and reclassification of some properties to assets held for sale | Investment Properties (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | At beginning of year | 154,500 | 158,700 | | Fair value loss on investment properties | (66,900) | (4,316) | | Transferred to assets classified as held for sale | (84,900) | – | | At end of year | 2,700 | 154,500 | - As at March 31, 2025, investment properties of HKD 1,000,000 were pledged as collateral for bank loans directly related to assets classified as held for sale[40] 13. Interests in Associates and Loans to an Associate The Group's interests in associates significantly decreased due to changes in share of net assets and amounts due from associates; loans to an associate increased but changed from interest-bearing to interest-free | Interests in Associates (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Share of net assets | 1,357 | 11,596 | | Amounts due from associates | 326,121 | 323,954 | | Share of net liabilities | (260,055) | (156,784) | | Total interests in associates | 67,423 | 178,766 | | Loans to an Associate (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Amount | 47,040 | 40,000 | | Interest rate | Interest-free | 15% per annum | - The amounts due from associates are interest-free, unsecured, and without fixed repayment terms, and as there are no plans or likelihood of settlement in the foreseeable future, the directors of the Company consider these amounts to substantially form part of the net investment[42] 14. Interests in Joint Ventures The Group's interests in joint ventures decreased despite a reversal of impairment loss recognized during the year; amounts due from joint ventures remain interest-free, unsecured, and without fixed repayment terms | Interests in Joint Ventures (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Share of net assets | 14,939 | 14,472 | | Amounts due from joint ventures | 283,116 | 292,534 | | Share of net liabilities | (163,116) | (68,710) | | Less: Impairment loss | – | (33,200) | | Total interests in joint ventures | 134,939 | 205,096 | - As at March 31, 2025, the recoverable amount of Coville Group was determined with reference to the cash consideration, and an impairment reversal of HKD 33,200,000 was recognized in profit or loss for the year ended March 31, 2025[43] 15. Trade Receivables The Group's total trade receivables decreased, with receivables over 90 days accounting for the largest proportion, though their amount also reduced | Ageing Analysis (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | 1-30 days | 209 | 2,082 | | 31-60 days | 94 | 361 | | 61-90 days | 94 | 361 | | Over 90 days | 11,560 | 19,473 | | Total | 11,957 | 22,277 | - The Group grants an average credit period of 90 days (2024: 90 days) after invoice date, negotiated with individual customers based on contractual terms[44] 16. Trade and Other Payables The Group's trade payables were zero as of March 31, 2025, compared to a small amount in the prior year | Trade Payables (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | 1-30 days | – | 949 | | Over 90 days | – | 34 | | Total | – | 983 | 17. Bank Loans The Group's total bank loans significantly decreased, particularly current bank loans, with secured bank loans still forming a large proportion and some facilities collateralized by properties; no breaches of covenants occurred this year, unlike the prior year | Bank Loans (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Current liabilities (bank loans) | 78,627 | 257,571 | | Non-current liabilities (bank loans) | 88,645 | 18,522 | | Total bank loans | 167,272 | 276,093 | | Bank Loan Type (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Secured bank loans | 88,645 | 156,093 | | Unsecured bank loans | 78,627 | 120,000 | | Total | 167,272 | 276,093 | - During the year ended March 31, 2025, there were no breaches of covenants in relation to the utilized facilities[48] - During the year ended March 31, 2024, the Group failed to meet one of its financial covenants, a net asset requirement stipulated in the relevant bank facility agreement, which was subsequently updated with revised financial covenants during the year ended March 31, 2025[49] Management Discussion and Analysis Overview Amidst weak market sentiment, rising interest rates, and commercial property revaluations, the Group accelerated monetization of redevelopment projects and pursued a long-term strategy of acquiring and developing promising projects to enhance asset value, while strengthening recurring income from asset, investment, and fund management - During the year, the Group continued to be affected by the adverse environment and challenges arising from weak market sentiment, rising interest rates, and significant revaluation of commercial properties[53] - The Group responded by accelerating the monetization of redevelopment projects in Hong Kong and overseas, and continued to commit to its long-term strategy of acquiring and developing promising projects to effectively enhance their asset value and monetize them within three to five years[53] | Financial Indicator | 2025 (HKD Billions) | 2024 (HKD Billions) | | :--- | :--- | :--- | | Total assets | 8.13 | 11.48 | | Current assets | 6.05 | 5.72 | | Current assets to current liabilities ratio | 3.68 times | 2.09 times | | Equity attributable to owners of the Company | 5.79 | 8.61 | | Consolidated revenue (continuing operations) | 0.74 | 1.03 | | Gross profit (loss) | 0.08 | (0.28) | | Loss for the year (continuing and discontinued operations) | 2.94 | 1.76 | Significant Acquisitions and Disposals During the year, the Group undertook two significant transactions: the acquisition of 100% equity in Cosmo Kingdom Holdings Limited and the disposal of parts of Rykadan Capital Tower, both approved by shareholders but not completed by the reporting period end - The Group entered into an agreement to acquire 100% equity interest in Cosmo Kingdom Holdings Limited, which was approved by independent shareholders at the EGM held on September 16, 2024, but was not completed as at March 31, 2025[57][58] - The Group entered into an agreement for the disposal of 27th and 28th Floors of Rykadan Capital Tower together with certain car parking spaces, which was approved by independent shareholders at the EGM held on April 17, 2025, and thus was not completed as at March 31, 2025[58] Investment Portfolio The Group's investment portfolio includes commercial and residential redevelopment projects in Hong Kong, the US, and the UK, as well as investments in building materials distributors and hotel operations, with bank deposits and cash decreasing as a proportion of total assets - As at March 31, 2025, the Group's bank deposits and cash amounted to HKD 64 million (2024: HKD 101 million), representing 7.8% (2024: 8.8%) of the Group's total assets[60] - The Group's real estate investments include the Winston project (completed and for sale) and Monterey Park Towne Centre project (in planning) in the US, the Graphite Square project (under construction) in the UK, and the Jaffe Road project, Wong Chuk Hang project (both completed and for sale), parts of Rykadan Capital Tower (classified as assets held for sale), and Shouson Hill project (investment properties) in Hong Kong[62][63] - Other investments include Coville Building Materials Limited (distributor of building and interior decoration materials), Quarella Holdings Limited (producer of quartz and marble composite products), and RS Hospitality Private Limited (operator of a boutique resort in Bhutan)[64] Property Development / Asset, Investment and Fund Management The Group accelerated sales of completed projects in Hong Kong, sold or marketed US projects, and expects the UK Graphite Square project to complete by July 2025, while expanding asset, investment, and fund management businesses to enhance shareholder returns and capital base, seeking new high-potential redevelopment projects - As at March 31, 2025, over 79% of the saleable units of the Jaffe Road project and over 71% of the saleable units and car parking spaces of the Wong Chuk Hang project have been sold and delivered to purchasers[65] - In the US, the Anoakia project has been sold and the remaining portion of the Broadway project has been monetized, while the Winston project is currently being marketed to purchasers; the Monterey Park Towne Centre project remains in the planning stage, exploring the launch of a higher-density redevelopment project[65] - In the UK, a significant portion of the residential units of the Graphite Square project has been pre-sold to purchasers, with completion expected in July 2025[65] - The Group aims to enhance shareholder returns by expanding its asset, investment, and fund management businesses, while expanding its capital base through strategic partnerships with quality business partners, and will strive to seek new opportunities to build a diversified and balanced asset portfolio[66] Property Investment After selling parts of Rykadan Capital Tower in Hong Kong, the Group retains minority interests in the Shouson Hill project and certain parking spaces for rental income or capital appreciation; in Bhutan, the invested boutique resort's turnover significantly rebounded due to increased international tourist arrivals - In Hong Kong, following the monetization of two floors and certain car parking spaces in Rykadan Capital Tower, the Group continues to retain a minority interest in the Shouson Hill project and certain car parking spaces in Rykadan Capital Tower for stable rental income or capital appreciation[67] - In Bhutan, the Group invested in a 24-suite boutique resort located in the Punakha Valley, operated by RS Hospitality; with the rebound in international tourist arrivals and the government's reduction of the daily tourist fee to promote tourism, the boutique resort's turnover significantly rebounded[69] Distribution of Building and Interior Decoration Materials The Group's joint venture, Quarella Holdings Limited, a global leader in quartz and marble composite products, anticipates significant operational challenges, and post-reporting period, Quarella Holdings Limited sold its entire equity in its wholly-owned subsidiary, Coville Group Limited - Quarella, controlled by the Group's joint venture Quarella Holdings Limited, is a global leader in the design and production of quartz and marble composite products[70] - Due to an uneven macroeconomic recovery and repeated delays in large-scale projects amid tightening credit, the operating environment for Quarella and the interior decoration materials business is expected to face significant challenges[70] - Immediately after the end of the reporting period, Quarella Holdings Limited sold its entire equity interest in its wholly-owned subsidiary, Coville Group Limited[70] Outlook Given potential tariff increases, trade tensions, and a persistent property market downturn, the Group will maintain a cautious approach to capital allocation and project development, prioritizing financial flexibility and risk management, focusing on monetizing existing portfolios, advancing planning approvals, and prudently realizing asset value while evaluating the market for new opportunities - The ongoing uncertainties related to potential tariff increases and escalating trade tensions, particularly between the United States and its major global trading partners, are expected to have a dampening effect on the overall global business sentiment and consumer confidence[71] - Given the persistent property market downturn and general instability in global macroeconomic conditions, the Group will maintain a cautious and restrained approach to capital allocation and project development in the short term; maintaining financial flexibility and managing risks remain the Group's top priorities[71] - During this period, the Group will focus on monetizing its existing portfolio under subdued market conditions, advancing planning approvals, and prudently realizing the value of its assets; concurrently, the Group will continue to evaluate the market for new opportunities[71] Liquidity and Financial Resources The Group adheres to prudent financial management, relying on internal funds and bank borrowings; total debt-to-asset ratio and net gearing ratio increased, but the current ratio significantly improved, with internal funds and unutilized bank facilities sufficient for business development needs - The Group has consistently adhered to prudent financial management principles, minimizing financial and operational risks across its business units in Hong Kong and overseas; the Group primarily relies on internally generated funds and bank borrowings to finance its operations and expansion[72][73] | Financial Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total debt to total assets ratio | 26.8% | 24.1% | | Net gearing ratio | 26.7% | 20.3% | | Net debt | HKD 155 million | HKD 175 million | | Total bank borrowings (excluding loans related to assets held for sale) | HKD 167 million | HKD 276 million | | Current assets | HKD 605 million | HKD 572 million | | Current liabilities | HKD 165 million | HKD 274 million | | Current ratio | 3.68 | 2.09 | - Internally generated funds, together with unutilized bank facilities, will be sufficient to meet the Group's business development needs[74] Contingent Liabilities and Financial Guarantees The Company provides bank financing guarantees for certain indirect subsidiaries and an associate, with the total guaranteed amount increasing; directors believe the Company is unlikely to face claims from these guarantees | Guarantee Type | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Guarantees for bank facilities granted to certain indirect subsidiaries | 188,645 | 154,233 | | Guarantees for bank facilities granted to an associate | 12,600 | 12,600 | - The Directors believe that the Company is unlikely to face claims from any of the guarantees and no deferred income has been recognized in respect of such guarantees, and no transaction price has arisen[76] Exchange Rate and Interest Rate Fluctuation Risks and Hedging Arrangements The Group operates in multiple foreign currencies and has floating-rate bank borrowings, but currently has no exchange rate or interest rate hedging policies, with management monitoring risks and considering hedging when necessary - The Group operates in different regions with different foreign currencies, mainly including US Dollars, British Pounds, and Renminbi[77] - Certain bank borrowings of the Group are subject to floating interest rates[78] - The Group has not implemented any exchange rate and interest rate hedging policies; however, the Group's management will monitor the exchange rate and interest rate risks of various business segments and consider appropriate hedging policies when necessary in the future[78] Credit Risk The Group manages credit risk through prudent monitoring and regular review of credit policies, facing minimal credit risk as most clients are institutional organizations and reputable property developers - The Group continues to prudently monitor and review its credit policies from time to time to address credit risk in the macroeconomic environment, thereby minimizing the Group's credit risk[79] - For trade receivables, the Group's management regularly assesses their recoverability and the financial condition of customers; most customers are institutional organizations and reputable property developers, thus the Group does not face significant credit risk[79] Employees and Remuneration Policy As of March 31, 2025, the Group had 20 employees, a decrease from the prior year, with a remuneration policy aimed at maintaining fair and responsible compensation based on company and individual performance and market trends | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total number of employees | 20 persons | 22 persons | | Total employee remuneration (including directors' emoluments) | HKD 31 million | HKD 33 million | - The Group is committed to maintaining a fair and responsible remuneration philosophy for its executive members and designated personnel, based on company and individual performance, market trends, and overall employee compensation[80] Events After Reporting Period Post-reporting period, the Group's joint venture, Quarella Holdings Limited, sold its wholly-owned subsidiary, with the Group receiving HKD 120 million cash consideration; the Group also completed the disposal of parts of Rykadan Capital Tower and acquired parts of Rykadan One by offsetting loans - On April 9, 2025, Quarella Holdings Limited, a joint venture of the Group, sold its entire equity interest in its wholly-owned subsidiary, Coville Group Limited, with the Group receiving its 50% interest in the consideration, amounting to HKD 120,000,000[81] - On April 30, 2025, the Group completed the disposal of two floors and certain car parking spaces in Rykadan Capital Tower for a total cash consideration of approximately HKD 163,526,000[82] - On May 30, 2025, the Group acquired 29th Floor, retained area, and certain car parking spaces of Rykadan One for a consideration of approximately HKD 47,594,000 by offsetting an outstanding loan of HKD 47,040,000 provided to an associate, together with accrued interest of approximately HKD 554,000 recorded in other receivables, without paying cash for this acquisition[83] Corporate Governance and Other Information Scope of Work of Deloitte Touche Tohmatsu The Group's auditor, Deloitte Touche Tohmatsu, confirmed the financial figures in the preliminary announcement align with the audited consolidated financial statements but did not express an opinion or assurance conclusion on the preliminary announcement as their work did not constitute an assurance engagement - The Group's auditor, Deloitte Touche Tohmatsu, has agreed the figures in the Group's consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income, and their related notes in the preliminary announcement for the year ended March 31, 2025, to the amounts set out in the Group's audited consolidated financial statements for the current year as approved by the Board on June 27, 2025[84] - The work performed by Deloitte Touche Tohmatsu in this respect did not constitute an assurance engagement, and consequently, Deloitte Touche Tohmatsu has not expressed any opinion or assurance conclusion on this preliminary announcement[84] Proposed Final Dividend The Board does not recommend a final dividend for the year ended March 31, 2025 - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[85] Closure of Register of Members for Annual General Meeting To determine shareholders' eligibility to attend and vote at the Annual General Meeting, the Company will suspend its register of members from September 5 to September 10, 2025 - To ascertain the entitlement of shareholders to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from September 5, 2025 to September 10, 2025 (both days inclusive)[86] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year - Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities during the year[87] Corporate Governance The Company adhered to the Corporate Governance Code during the year, with deviations in the number of Board meetings and the combined Chairman and Chief Executive Officer roles, which the Board believes are in the Company's best interests and are reviewed periodically - The Company has complied with the principles and all applicable code provisions and certain recommended best practices set out in the Corporate Governance Code in Appendix C1 to the Listing Rules during the year, save for deviations in the number of Board meetings and the combined Chairman and Chief Executive Officer roles[88][89] - For the year ended March 31, 2025, the Company held two Board meetings, deviating from code provision C.5.1 of the Corporate Governance Code, which stipulates that a company should hold at least four regular Board meetings annually on a quarterly basis[88] - Mr Chan Wai Lun currently holds both the Chairman and Chief Executive Officer positions, resulting in an overlap of functions in the Company's strategic planning and development process; this deviates from code provision C.2.1 of the Corporate Governance Code, which states that the roles of chairman and chief executive officer should be separate and not performed by the same individual; the Board believes that Mr Chan's dual role as Chairman and Chief Executive Officer is in the best interests of the Company[89] Directors' Securities Transactions The Group adopted a stringent code of conduct for securities transactions, and all directors and relevant employees confirmed compliance with this code and the Model Code throughout the year ended March 31, 2025 - The Company has adopted a code of conduct regarding securities transactions by the Group's directors, senior management, and relevant employees, with terms no less exacting than the requirements of the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules[90] - Following specific enquiries, all directors and relevant employees of the Group confirmed compliance with the Securities Code and the Model Code throughout the year ended March 31, 2025[90] Audit Committee Review The Audit Committee, comprising three independent non-executive directors, has reviewed the Company's annual results for the year ended March 31, 2025 - The Audit Committee comprises three independent non-executive directors, namely Mr Ho Kwok Wah George (Chairman of the Audit Committee), Mr To King Yan Adam, and Ms Kan Pui Sze, with the Chairman possessing appropriate professional qualifications and accounting expertise[91] - The Company's annual results for the year ended March 31, 2025, have been reviewed by the Audit Committee[91] Publication of Results Announcement This results announcement is available on the HKEX and Company websites, and the annual report will be dispatched to shareholders and published on these websites in due course - This results announcement is available on the website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company's website (http://www.rykadan.com)[92](index=92&type=chunk) - The Company's annual report for the year ended March 31, 2025, containing all information required by the Listing Rules, will be dispatched to the Company's shareholders and published on the aforementioned websites in due course[92]