知行集团控股(01539) - 2025 - 年度业绩

Financial Highlights The Group reported strong revenue growth and significant profit increase for FY2025, though adjusted profit slightly declined, while total assets grew but net assets decreased due to higher liabilities Financial Highlights Summary For the year ended March 31, 2025, the Group achieved strong financial performance with total revenue growing 70.0% to HK$157 million and profit for the year significantly increasing to HK$39.6 million, despite a slight decrease in adjusted profit due to expected credit losses Key Financial Data for FY2025 | Indicator | For the Year Ended March 31, 2025 (Thousand HKD) | For the Year Ended March 31, 2024 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 157,371 | 92,619 | +70.0% | | Gross Profit | 93,385 | 56,744 | +64.7% | | EBITDA | 48,301 | 20,969 | +130.4% | | Profit for the Year | 39,597 | 11,602 | +241.3% | | Adjusted Profit | 35,222 | 36,311 | -3.0% | | Basic Earnings Per Share (HK cents) | 1.04 | 0.28 | +271.4% | Balance Sheet Summary | Indicator | As of March 31, 2025 (Thousand HKD) | As of March 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 565,908 | 468,382 | +20.8% | | Total Liabilities | 372,184 | 154,272 | +141.3% | | Net Assets | 193,724 | 314,110 | -38.3% | - Adjusted profit (excluding significant non-recurring items) slightly decreased from approximately HK$36.3 million to approximately HK$35.2 million, primarily due to the impact of expected credit loss provisions for financial assets[4] Consolidated Financial Statements The consolidated financial statements show significant revenue and profit growth, but also a substantial increase in liabilities, leading to a decrease in net assets and a shift to net current liabilities Consolidated Statement of Comprehensive Income This year's revenue significantly increased to HK$157 million, driving gross profit to HK$93.39 million, and despite increased expenses, a HK$39.25 million gain from modification of financial assets led to a substantial rise in profit before tax and a more than twofold increase in profit for the year Core Data from Consolidated Statement of Comprehensive Income | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 157,371 | 92,619 | | Gross Profit | 93,385 | 56,744 | | Gain on modification of financial assets | 39,253 | – | | Profit before income tax | 38,841 | 15,217 | | Profit for the Year | 39,597 | 11,602 | - Profit for the year attributable to owners of the Company increased from HK$8.39 million to HK$35.53 million, with basic earnings per share rising from HK$0.28 cents to HK$1.04 cents[7] Consolidated Statement of Financial Position As of March 31, 2025, total assets increased to HK$566 million, but total liabilities also surged to HK$372 million, primarily due to increased accrued expenses, other payables, and borrowings, resulting in a significant reduction in net assets and a shift to net current liabilities - The Group's financial position shifted from a net current asset position of approximately HK$173 million last year to a net current liability position of HK$29.46 million this year, indicating increased short-term solvency pressure[8] - Current liabilities significantly increased, with "accrued expenses, other payables and deposits received" surging from HK$37.86 million to HK$221 million, and borrowings increasing from HK$17.42 million to HK$88.96 million[8] - Due to liabilities growing significantly faster than assets, the Group's net assets decreased from HK$314 million to HK$194 million, a reduction of approximately 38%[9] Notes to the Consolidated Financial Statements The notes provide detailed explanations of the Group's financial statements, including the basis of preparation, segment information, revenue recognition, trade receivables, and details on scheme creditors and convertible bonds 3. Basis of Preparation Despite a net current liability of HK$29.46 million as of March 31, 2025, the directors believe the Group can continue as a going concern, supported by measures such as a vendor's commitment not to demand repayment of approximately HK$180 million in consideration until June 30, 2027 - The Group had a net current liability of HK$29.46 million at the end of the reporting period, raising concerns about its ability to continue as a going concern[17] - To mitigate liquidity issues, a vendor has committed not to demand repayment of approximately HK$180 million in consideration until June 30, 2027, providing a significant financial buffer for the Group[17] 4. Segment Information This year, the Group renamed its business segments for clarity, with "Provision of Energy Saving Systems" and "Trading of Energy Saving Products" collectively contributing over 95% of revenue, and the former segment's revenue more than doubling, while "Licensing of Energy Saving Products" generated the highest segment profit despite lower revenue FY2025 Segment Performance | Segment Name | Revenue (Thousand HKD) | Segment Profit/(Loss) (Thousand HKD) | | :--- | :--- | :--- | | Provision of Energy Saving Systems | 85,134 | 37,012 | | Trading of Energy Saving Products | 65,033 | 9,498 | | Licensing of Energy Saving Products | 7,204 | 36,295 | | Solar PV System EPCC | – | (6) | | Total | 157,371 | 82,799 | - To enhance stakeholder understanding, the Group changed segment names, for example, "Energy Saving Systems and Product Leasing Services" was renamed "Provision of Energy Saving Systems," but the underlying business content remained unchanged[20] 5. Revenue The Group's total revenue of HK$157 million primarily comprises HK$85.13 million from leasing services and HK$72.24 million from contracts with customers, with "Trading of Energy Saving Products" being the largest component of customer contract revenue Revenue Source Analysis | Revenue Source | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue from contracts with customers (HKFRS 15) | | | | Trading of energy saving products | 65,033 | 40,278 | | Consulting service income | 7,204 | 12,931 | | Renewable energy service income | – | 88 | | Revenue from other sources | | | | Leasing service income | 85,134 | 39,322 | | Total Revenue | 157,371 | 92,619 | 12. Trade Receivables Net trade receivables increased from HK$204 million to HK$287 million, with the Group entering into debt restructuring agreements with several trade debtors involving approximately HK$227 million, resulting in a HK$39.25 million gain from modification of financial assets, though HK$49.6 million in trade receivables (excluding restructured amounts) remained overdue for over 365 days - The Group entered into debt restructuring agreements with several trade debtors to accelerate the recovery of long-outstanding amounts, recognizing a gain of HK$39,253,000 from modification of financial assets[36] - The restructured trade receivables have a carrying amount of HK$227 million, are unsecured, bear interest at annual rates ranging from 10.49% to 12.10%, and are repayable within one year[36] - Impairment loss provisions for trade receivables significantly decreased from HK$294 million to HK$124 million, reflecting the book improvement from debt restructuring[35] 16. Due to scheme creditors The Group's amount due to scheme creditors decreased to HK$40.49 million from HK$70.10 million, and while the second dividend distribution was initially delayed, it was subsequently settled in full with additional interest in January 2025 after an agreement with creditors - The Group failed to pay the second dividend distribution due on July 3, 2024, but subsequently reached an agreement with the committee of scheme creditors, adding additional interest, and fully settled the amount in January 2025[44][45] - Full Rich Development Limited, a wholly-owned company of controlling shareholder Mr. Wong Man Fai, acquired approximately HK$43.7 million of debt from a scheme creditor, becoming the beneficial owner of that portion of the amount[46] 17. Convertible Bonds The US$10 million convertible bonds issued in September 2023 were fully converted during the fiscal year, with the remaining US$2.5 million converted into approximately 59.09 million new shares on May 31, 2024, leaving no outstanding convertible bonds as of March 31, 2025 - On May 31, 2024, the remaining principal amount of US$2.5 million of convertible bonds was exercised by holders, converting into approximately 59,091,000 new shares of the Company[50] - As of March 31, 2025, all convertible bonds have been converted, and the related financial liabilities have been fully settled[51] Management Discussion and Analysis This section provides an overview of the Group's financial performance, liquidity, capital structure, significant investments, and human resources, highlighting key drivers and challenges Financial Review This year's financial performance showed significant growth, with total revenue increasing 70% to HK$157 million, primarily driven by strong performance in Malaysian energy-saving projects, though adjusted profit slightly decreased after excluding non-operating and non-recurring items, and various expenses increased to support business expansion - Total revenue increased by 70.0% to HK$157.4 million, primarily driven by the "Light in the Dark" project in Malaysia, with revenue increasing from HK$36.2 million to HK$82.8 million[52][53] - Gross profit margin slightly decreased from 61.3% to 59.3%, mainly due to reduced profit margins from trade customers[55] - Administrative expenses increased, primarily due to an increase of approximately HK$12.7 million in equity-settled share option expenses[60] - Adjusted profit for the year (non-HKFRS measure) was HK$35.22 million, a slight decrease from HK$36.31 million last year, with adjustments primarily including gain on modification of financial assets, share option expenses, and fair value losses on investments[65] Liquidity, Financial Resources and Capital Structure The Group's liquidity tightened, with the current ratio decreasing from 2.5 times to 0.9 times, indicating increased short-term repayment pressure, and total debt increased, leading to a significant rise in the gearing ratio, though credit risk on trade receivables improved through debt restructuring - The current ratio decreased from approximately 2.5 times as of March 31, 2024, to approximately 0.9 times as of March 31, 2025[67] - The gearing ratio (total liabilities/total equity) increased from 32.0% to 66.8%, indicating a significant increase in leverage[86] - The Group's trade receivables credit risk profile has improved through settlement agreements with several customers to restructure long-outstanding trade receivables[73] Significant Acquisitions and Investments This year, the Group made a significant acquisition, increasing its stake in Synergy Cooling Management Limited (SCML), its Malaysian business operating holding company, by 25% to 88.04% for HK$200 million, and its investment in associate Kedah Synergy Limited (KSL) remains its most significant investment, representing 7.5% of total assets - The Group acquired an additional 25% equity interest in its non-wholly owned subsidiary, Synergy Cooling Management Limited (SCML), for HK$200 million, increasing its interest in SCML from 63.04% to 88.04%[77] - The Group's investment in associate Kedah Synergy Limited (KSL) has a carrying amount of approximately HK$42.3 million, representing 7.5% of the Group's total assets, with the Group's share of KSL's loss for the year being approximately HK$4 million, mainly due to a one-off loss from KSL's early settlement of trade receivables[78][79] Employee and Remuneration Policy As of March 31, 2025, the Group had 73 full-time employees, and in November 2024, the company adopted a new "2024 Share Option Scheme" to replace the old one, under which 167 million share options were granted to directors and eligible employees in December of the same year - The number of full-time employees in the Group increased from 70 to 73[81] - The Company adopted a new "2024 Share Option Scheme" and granted 166,724,000 share options on December 10, 2024[82][84] Future Outlook The Group's future strategy focuses on a potential second listing in Malaysia to support its rapidly growing "Light in the Dark" project, active expansion into overseas markets through strategic partnerships in facility management and robotics, and discussions for energy management and green data center collaborations in the Middle East Business Outlook The Group's future strategy focuses on a potential second listing in Malaysia to support its rapidly growing "Light in the Dark" project, active expansion into overseas markets through strategic partnerships in facility management and robotics, and discussions for energy management and green data center collaborations in the Middle East - The Group is preparing for a potential second listing on Bursa Malaysia to enhance company value, strengthen ties with local financial institutions, and support business development[88] - The "Light in the Dark" project in Malaysia is a core growth driver, with plans to install 6 million LED lights and new local bank financing secured[90] - In Singapore, a strategic partnership with Primech Holdings has been established to explore energy efficiency solutions and jointly promote Hytron restroom cleaning robots[92] - The Group is discussing potential collaborations with local partners in the Middle East for energy management contracts, solar equipment procurement, carbon reduction, and green data centers[94] Corporate Governance and Other Matters This section details the company's commitment to high corporate governance standards, including the composition and review by the Audit Committee, dividend policy, and recent changes to the Nomination Committee Corporate Governance The company is committed to maintaining high corporate governance standards and has applied the Corporate Governance Code, with the only deviation being the combined roles of Chairman and CEO held by Mr. Wong Man Fai, which the Board believes is in the company's best interest and is regularly reviewed - The Company deviates from Corporate Governance Code Provision C.2.1, as the roles of Chairman and Chief Executive Officer are not separate, both held by Mr. Wong Man Fai[98] - The Board believes that Mr. Wong's dual role allows for more effective leadership of the Board and management, and the presence of four independent non-executive directors ensures Board independence[98] Audit Committee and Review of Financial Information The Audit Committee, comprising three independent non-executive directors and chaired by Mr. Chung Koon Yin, has reviewed the audited consolidated annual results for the year and confirmed that the financial information was properly prepared and adequately disclosed in accordance with applicable accounting standards and requirements - The Audit Committee consists of three independent non-executive directors, with the chairman possessing appropriate professional qualifications, accounting, and relevant financial management knowledge[101] - The Audit Committee has reviewed the audited consolidated annual results for the year and expressed its approval regarding their compliance and sufficiency[101] Dividend The Board does not recommend the payment of any dividend for the year ended March 31, 2025 - The Board does not recommend the payment of any dividend for the financial year ended March 31, 2025[87][31] Appointment of Nomination Committee Member The Board announced that Ms. Choi Yan Yan, a non-executive director, will be appointed as a member of the Company's Nomination Committee effective June 27, 2025, which ensures the Nomination Committee has a director of a different gender - Non-executive Director Ms. Choi Yan Yan has been appointed as a member of the Nomination Committee, effective June 27, 2025[107]