佰悦集团(08545) - 2025 - 年度财报

Corporate Information This chapter provides essential company information, including board members, committee compositions, key officers, auditors, registered office, and principal bankers, with Mr. Li Wai Keung serving as Chairman and CEO - This section details the company's fundamental information, including board members, committee compositions, key officers, and principal bankers, with Mr. Li Wai Keung holding the roles of Chairman and Chief Executive Officer[11][12][14] Chairman's Statement The Group maintained profitability despite declining sales amidst challenging Hong Kong retail and F&B sectors, driven by cost control and reduced new product development - Facing dual challenges from the "northbound consumption" trend and a sluggish mainland economy, Hong Kong's retail and catering sectors experienced severe pressure, leading to conservative overall consumer sentiment[17] - The Group effectively mitigated inventory accumulation risks by strictly controlling costs and reducing new product development, maintaining profitability despite a decline in sales[17] - The operating environment is expected to remain challenging, with plans to expand into other markets, particularly Southeast Asia, to offset potential negative impacts from US tariff policies on North American sales and seek new growth drivers[18] Management Discussion and Analysis This section provides an in-depth analysis of the Group's operational performance, financial position, significant investments, and liquidity during the reporting period Business Review For the year ended March 31, 2025, all toy business segments experienced significant double-digit revenue declines due to economic pressures, while only engineering project-related agency services saw growth Revenue Performance by Business Segment (Year Ended March 31) | Business Segment | FY2025 Revenue (HKD) | FY2024 Revenue (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Sales of ODM Toys | 48,324,000 | 90,316,000 | -46.5% | | Distribution of Imported Toys and Related Products | 55,592,000 | 66,802,000 | -16.8% | | Sales of Own Licensed Toys and Related Products | 35,224,000 | 59,072,000 | -40.4% | | Agency Services for Engineering Projects | 4,000,000 | 3,000,000 | +33.3% | - Despite a significant decline in ODM toy sales revenue, its gross margin increased from 7.3% last year to 11.6% this year, a 58.9% rise, reflecting a market shift towards smaller order volumes but higher profit margins[23] Financial Analysis Total revenue declined 34.7% to HKD 143.14 million, resulting in a net loss of HKD 2.11 million, despite a slight gross margin increase and significant growth in other net income Annual Financial Performance Summary (Year Ended March 31) | Financial Metric | FY2025 (Thousand HKD) | FY2024 (Thousand HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 143,140 | 219,190 | -34.7% | | Cost of Sales | (116,143) | (181,352) | -36.0% | | Gross Profit | 26,997 | 37,838 | -28.7% | | Gross Margin | 18.9% | 17.3% | +1.6pp | | Other Net Income | 5,786 | 2,927 | +97.7% | | Selling Expenses | (7,977) | (6,779) | +17.7% | | Administrative Expenses | (23,103) | (27,650) | -16.4% | | (Loss)/Profit Before Tax | (1,541) | 1,530 | N/A | | (Loss)/Profit for the Year | (2,111) | 486 | N/A | - The significant increase in other net income was primarily due to profits from securities investments and higher bank interest income resulting from generally rising interest rates during the year[42][48] - The rise in selling expenses was mainly attributed to marketing costs for online platforms, website development fees, and enhanced digital storefronts for direct-to-consumer sales of high-end figurines[43][49] Significant investments held The Group disclosed significant investments in Grand Amuse and DongYiQuan, while completing the sale of its 45% equity in M.I.P. International Limited - The Group holds a 30% equity interest in Grand Amuse, a joint venture primarily engaged in the manufacturing and sale of protective products, such as medical masks, in Hong Kong and mainland China[55] - The Group holds a 30% equity interest in DongYiQuan, a high-tech enterprise focused on developing and applying smart healthcare industry solutions, aligning with the Group's investment objective to leverage the potential in smart eldercare services[61][62] - On December 2, 2024, the Group completed the disposal of its 45% equity interest in M.I.P. International Limited for HKD 8.55 million, after which M.I.P. ceased to be accounted for as an associate of the company[64][66] Liquidity and Capital Resources The Group maintains a robust financial position with a low debt-to-equity ratio, stable employee numbers, and a proposed post-period property disposal to the Chairman's wholly-owned company - The debt-to-equity ratio (total loans and borrowings/total equity) was approximately 0.02 times as of March 31, 2025, consistent with 2024, indicating a sound financial position[69] Employee Information | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 35 | 35 | | Total Staff Cost (HKD) | Approx. 16,303,000 | Approx. 15,808,000 | - The Board does not recommend the payment of a dividend for the year ended March 31, 2025[77] - Subsequent to the reporting period, on June 17, 2025, the company entered into an agreement to dispose of a property in Tsuen Wan, Hong Kong, for HKD 12.7 million to a company wholly-owned by Chairman Mr. Li Wai Keung, which constitutes a connected transaction subject to EGM approval[79][80] Directors and Senior Management Profile This chapter details the background information of the company's executive, non-executive, and independent non-executive directors, as well as company secretary and senior management - This section provides detailed background information on the company's executive directors, non-executive directors, independent non-executive directors, company secretary, and senior management, including their age, position, responsibilities, industry experience, educational background, and other listed company directorships[86][88][94] Corporate Governance Report This report outlines the Group's corporate governance framework, including board structure, committee functions, risk management, internal controls, and shareholder communication practices The Board The Board, comprising three executive, one non-executive, and three independent non-executive directors, oversees strategy, finance, and risk, with the Chairman also serving as CEO - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Li Wai Keung, which the Board believes provides strong leadership for the Group, though this deviates from Corporate Governance Code Provision A.2.1, an arrangement the Board will continue to review[145] - The Board comprises 3 executive directors, 1 non-executive director, and 3 independent non-executive directors, with independent non-executive directors accounting for 43% of the total Board members[137][139] Board's Committees The Board's committees, including Audit, Remuneration, and Nomination, are composed entirely of independent non-executive directors to ensure oversight of financial reporting, compensation, and board composition - The Audit Committee consists of three independent non-executive directors, chaired by Ms. Chow Chi Ling, whose primary responsibilities include reviewing financial information, overseeing financial reporting, risk management, and internal control systems, and held 4 meetings during the year with full attendance[163][164][168] - The Remuneration Committee comprises three independent non-executive directors, chaired by Mr. Yu Pei Hang, whose main duty is to advise the Board on remuneration policies for directors and senior management, and held 1 meeting during the year with full attendance[169][170][174] - The Nomination Committee consists of three independent non-executive directors, chaired by Mr. Tung Man, whose primary responsibilities include reviewing the Board's structure, size, and diversity, and making recommendations on director appointments or re-elections, and held 1 meeting during the year with full attendance[179][180][183] Risk Management and Internal Control The Board is responsible for the Group's risk management and internal control systems, which were reviewed by external consultants and deemed adequate and effective for the year - The Board is directly responsible for the Group's risk management and internal control systems, which were reviewed by external independent consultants during the year and deemed adequate and effective[185][188] - The company has adopted a whistleblowing policy to provide confidential channels for employees and relevant third parties to report any misconduct related to the Group, with the Audit Committee Chairman designated to receive such complaints[186][187] Shareholders' Rights The company is committed to transparent investor communication and safeguarding shareholder rights, outlining procedures for convening extraordinary general meetings and shareholder inquiries - Shareholders holding 10% or more of the company's total issued share capital, individually or collectively, have the right to request the Board in writing to convene an extraordinary general meeting[213] Report of the Directors This statutory report covers the company's principal activities, business review, compliance, financial performance, share capital changes, key customers and suppliers, director information, and related party transactions - This statutory report covers the company's principal business (investment holding), business review, compliance with laws and regulations, performance and dividends (no dividend recommended), share capital movements, major customers and suppliers, director and senior management information, and connected transactions[223][226][231] Major Customer and Supplier Concentration (Year Ended March 31, 2025) | Category | Concentration Metric | Percentage of Total (%) | | :--- | :--- | :--- | | Customers | Top Five Customers | 52.3% | | | Largest Customer | 34.4% | | Suppliers | Top Five Suppliers | 80.3% | | | Largest Supplier | 27.3% | - Chairman and Executive Director Mr. Li Wai Keung holds 204,640,000 shares, representing 17.16% of the issued share capital, through his wholly-owned company, Infinite Force Holdings Ltd[288] Independent Auditor's Report The independent auditor, ZHONGZHENG TIANHENG CPA Limited, issued an unmodified opinion on the consolidated financial statements, highlighting key audit matters related to revenue recognition and trade receivables impairment - The auditor, ZHONGZHENG TIANHENG CPA Limited, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming that the statements present a true and fair view of the Group's financial position, performance, and cash flows[316] - Key audit matters include: - Timing of Revenue Recognition from Product Sales: Due to varying terms across sales contracts, there is a risk of misstatement, and revenue is a key performance indicator, potentially subject to manipulation to meet targets[323][331] - Impairment Assessment of Trade Receivables: Determining lifetime expected credit losses involves significant management judgment, and trade receivables are material to the financial statements[334][341] Consolidated Financial Statements This section presents the Group's comprehensive financial statements, including the statement of profit or loss, financial position, changes in equity, cash flows, and detailed explanatory notes Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group reported a 34.7% revenue decrease to HKD 143.14 million, resulting in a net loss of HKD 2.11 million and a basic loss per share of HKD 0.0018 Consolidated Statement of Profit or Loss Summary (Year Ended March 31) | Item | FY2025 (Thousand HKD) | FY2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 143,140 | 219,190 | | Gross Profit | 26,997 | 37,838 | | Operating (Loss)/Profit | (1,224) | 1,898 | | (Loss)/Profit Before Tax | (1,541) | 1,530 | | (Loss)/Profit for the Year | (2,111) | 486 | | Basic (Loss)/Earnings Per Share (HK Cents) | (0.18) | 0.04 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets stood at HKD 230.13 million, with total liabilities of HKD 35.64 million, resulting in total equity of HKD 194.49 million Consolidated Statement of Financial Position Summary (As of March 31) | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Non-current Assets | 26,049 | 43,845 | | Current Assets | 204,078 | 178,036 | | Total Assets | 230,127 | 221,881 | | Current Liabilities | 34,670 | 25,225 | | Non-current Liabilities | 968 | 56 | | Total Liabilities | 35,638 | 25,281 | | Net Assets (Total Equity) | 194,489 | 196,600 | Consolidated Statement of Changes in Equity As of March 31, 2025, the Group's total equity decreased from HKD 196.60 million to HKD 194.49 million, primarily due to the net loss incurred during the year Total Equity Movement (Year Ended March 31) | Item | Amount (Thousand HKD) | | :--- | :--- | | Balance as of April 1, 2024 | 196,600 | | Loss and Total Comprehensive Expense for the Year | (2,111) | | Balance as of March 31, 2025 | 194,489 | Consolidated Statement of Cash Flows The Group generated HKD 12.40 million in net cash from operating activities and HKD 20.80 million from investing activities, leading to a year-end cash and cash equivalents balance of HKD 53.12 million Consolidated Statement of Cash Flows Summary (Year Ended March 31) | Item | FY2025 (Thousand HKD) | FY2024 (Thousand HKD) | | :--- | :--- | :--- | | Net Cash From/(Used in) Operating Activities | 12,396 | (28,146) | | Net Cash From/(Used in) Investing Activities | 20,796 | (60,565) | | Net Cash Used in Financing Activities | (3,584) | (4,270) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 29,608 | (92,981) | | Cash and Cash Equivalents at Year-End | 53,122 | 23,514 | Notes to the Consolidated Financial Statements This section provides comprehensive supplementary information to the consolidated financial statements, detailing accounting policies, critical estimates, segment information, and financial risk management Particulars of Properties This chapter lists the Group's two wholly-owned properties in Tsuen Wan, Hong Kong, utilized as a director's dormitory and a warehouse - This section details the Group's two wholly-owned properties, both located in Tsuen Wan, Hong Kong, with one used as a director's dormitory and the other as a warehouse[825] Financial Summary This section provides a five-year financial performance overview, including revenue, gross profit, profit/loss for the year, and net assets Five-Year Financial Performance Summary | Item (Thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 143,140 | 219,190 | 235,963 | 216,485 | 211,467 | | Gross Profit | 26,997 | 37,838 | 45,736 | 34,873 | 37,964 | | (Loss)/Profit for the Year | (2,111) | 486 | 5,762 | 1,481 | 8,677 | | Net Assets | 194,489 | 196,600 | 196,114 | 180,352 | 178,871 |