Financial Performance - For the fiscal year ending March 31, 2025, the group's revenue was approximately HKD 35.2 million, an increase from approximately HKD 17.0 million for the fiscal year ending March 31, 2024, primarily due to new maintenance and repair project approvals[15] - The gross profit for the fiscal year ending March 31, 2025, was approximately HKD 9.6 million, up from approximately HKD 1.1 million for the fiscal year ending March 31, 2024, attributed to the increase in revenue[15] - The loss attributable to owners of the company for the fiscal year ending March 31, 2025, was approximately HKD 7.3 million, a decrease from a loss of approximately HKD 15.1 million for the fiscal year ending March 31, 2024, mainly due to increased revenue[15] - The pre-tax loss for the fiscal year ending March 31, 2025, was approximately HKD 7.3 million, reduced from approximately HKD 15.1 million for the fiscal year ending March 31, 2024, due to increased revenue[18] - The company's revenue for the fiscal year ending March 31, 2025, was approximately HKD 35.2 million, an increase from HKD 17.0 million for the previous fiscal year, primarily due to new maintenance and repair project approvals[49] - The cost of revenue increased by approximately 61.3% from HKD 15.8 million for the fiscal year ending March 31, 2024, to HKD 25.5 million for the fiscal year ending March 31, 2025, driven by rising employee, subcontractor, and material costs[50] - Gross profit rose from HKD 1.1 million in the fiscal year ending March 31, 2024, to HKD 9.6 million in the fiscal year ending March 31, 2025, with gross margin improving from 6.7% to 27.4%[51] - Administrative expenses decreased from approximately HKD 12.5 million for the fiscal year ending March 31, 2024, to HKD 8.5 million for the fiscal year ending March 31, 2025, mainly due to reduced salary expenses[55] - Financing costs increased from approximately HKD 1.0 million for the fiscal year ending March 31, 2024, to HKD 1.3 million for the fiscal year ending March 31, 2025, attributed to rising interest on other loans[56] - The company's loss decreased from approximately HKD 15.1 million for the fiscal year ending March 31, 2024, to HKD 7.3 million for the fiscal year ending March 31, 2025, primarily due to increased revenue[58] Dividends and Shareholder Returns - The board of directors does not recommend the payment of any dividends for the fiscal year ending March 31, 2025[15] - The company did not recommend a final dividend for the year ending March 31, 2025, consistent with no dividend in 2024[82] - The board has adopted a dividend policy that provides guidance on declaring and paying dividends, taking into account financial performance, operational funding needs, and capital expenditure requirements[138] Business Operations and Strategy - The group has over 14 years of experience as a subcontractor in civil engineering projects, focusing on road and highway maintenance in Hong Kong[17] - The group has expanded its services to include civil engineering projects, such as the construction of drainage systems in Hong Kong since 2013[17] - The group remains focused on expanding its maintenance and civil engineering project business despite ongoing challenges[17] - The group will continue to focus on maintenance and civil engineering projects in Hong Kong, despite rising operational costs impacting profit margins[20] - The group anticipates that increased costs for labor, materials, and subcontracting will lead to lower profit margins[20] - The group remains optimistic about securing future projects and will continue to bid for civil engineering and maintenance projects to generate more profits for shareholders[20] - The company plans to raise up to approximately HKD 27.5 million through a rights issue at a subscription price of HKD 0.67 per share, offering a maximum of 41,106,000 shares[86] - The company plans to continue bidding for civil engineering and maintenance projects to secure additional profits for shareholders[173] Governance and Compliance - The board believes that good corporate governance practices are essential for maintaining shareholder trust and creating long-term value[90] - The board has complied with all principles and applicable code provisions of the corporate governance code for the year ended March 31, 2025[91] - The board consists of three executive directors and several independent non-executive directors, ensuring a diverse governance structure[98][104] - The company has established a compliance manual for senior management to ensure adherence to trading regulations[93] - The company has appointed three independent non-executive directors, ensuring that independent directors constitute at least one-third of the board[105] - The audit committee, composed of three independent non-executive directors, held four meetings during the fiscal year ending March 31, 2025, to review financial performance and related matters[120] - The audit committee reviewed the audited consolidated financial statements for the year ending March 31, 2025, and recommended the reappointment of the external auditor[120] - The company has established three board committees: the audit committee, the remuneration committee, and the nomination committee, each with defined terms of reference[117] - The independent non-executive directors confirmed their independence as of the reporting date, ensuring compliance with GEM listing rules[105] - The company has adopted a shareholder communication policy to ensure timely and equal access to information for shareholders and potential investors[160] - The company has reviewed the implementation and effectiveness of its shareholder communication policy during the year ending March 31, 2025, and found it to be effective[161] Risk Management and Internal Controls - The board is responsible for assessing the nature and extent of risks associated with achieving strategic goals and maintaining effective risk management and internal control systems[140] - The audit committee assists the board in overseeing the design and implementation of risk management and internal control systems, which are reviewed annually for effectiveness[141] - The board has confirmed the adequacy and effectiveness of the risk management and internal control systems as of March 31, 2025[141] - The company has adopted a whistleblowing policy to promote transparency and accountability, with no significant fraud or misconduct reported affecting financial statements for the year ending March 31, 2025[145] - The anti-corruption policy aims to prevent, detect, and report fraudulent activities, applicable to all directors, senior officers, and employees, with regular reviews to ensure compliance with laws and best practices[146] - The company has established an insider information disclosure policy to ensure compliance with statutory disclosure requirements and prevent violations[147] Environmental, Social, and Governance (ESG) Initiatives - The ESG report is prepared in accordance with the GEM Listing Rules and has been approved and verified by the board of directors[168] - The report includes quantitative data on environmental and social key performance indicators, based on standardized methods[169] - The company has confirmed that the ESG report contains no omissions or errors, ensuring transparency in operations[169] - The company emphasizes ESG risk management in its decision-making processes to ensure sustainable growth and stakeholder value creation[174] - Key ESG issues identified include occupational safety, waste management, and resource utilization, which are prioritized for resource allocation[190] - The company is committed to minimizing its ecological footprint through responsible resource management and sustainable practices[192] - Regular inspections and adherence to emission policies are implemented to ensure compliance with relevant laws and regulations in Hong Kong[193] - Continuous improvement in ESG performance is a core commitment to maintain responsible corporate practices[177] - The company engages stakeholders to incorporate their feedback into decision-making processes, fostering sustainable business operations[180] Financial Position and Assets - As of March 31, 2025, the group's net current assets were approximately HKD 7.0 million, down from HKD 10.6 million as of March 31, 2024[59] - The group's cash and cash equivalents amounted to approximately HKD 0.5 million as of March 31, 2025, compared to HKD 0.9 million as of March 31, 2024[59] - The current ratio as of March 31, 2025, was approximately 1.4 times, a decrease from 1.6 times as of March 31, 2024[59] - The debt-to-equity ratio as of March 31, 2025, was approximately 21.8%, significantly up from 1.7% as of March 31, 2024[59] - Total lease liabilities were approximately HKD 0.1 million as of March 31, 2025, down from HKD 0.2 million as of March 31, 2024[59] - The total capital expenditure for the year ending March 31, 2025, included HKD 170,000 for property, plant, and equipment, and HKD 140,000 for right-of-use assets[65] - The total employee costs for the year ending March 31, 2025, were approximately HKD 8.9 million, down from HKD 10.8 million in 2024[72] - As of the reporting date, the group had bank and other borrowings of approximately HKD 1.5 million, trade payables and other payables of about HKD 8.6 million, and amounts payable to shareholders of around HKD 10.0 million[151] - The external auditor's fees for the year ending March 31, 2025, were HKD 750,000 for audit services and zero for non-audit services[152] Corporate Structure and Director Management - The company has purchased directors' liability insurance to cover legal liabilities arising from actions against directors[100] - The initial fixed term for the service agreements of all directors is three years from the listing date, extendable with a three-month written notice for termination[107] - The Remuneration Committee held three meetings during the fiscal year ending March 31, 2025, on June 28, September 25, and October 29, 2024, to review the remuneration of executive directors and senior management[121] - The Nomination Committee, chaired by Mr. Xia Zehong, held one meeting during the fiscal year ending March 31, 2025, on June 28, 2024, to assess the independence of independent non-executive directors and the composition of the board[125] - The company has adopted a board diversity policy to enhance its competitive advantage, recognizing the benefits of diverse board membership[131] - The Nomination Committee will consider various factors, including the candidate's reputation and experience in the industry, when evaluating potential candidates for board positions[129] - The Remuneration Committee is responsible for determining the remuneration of individual directors and senior management based on market benchmarks and the group's performance[122] - The company reimburses reasonable expenses incurred by directors and senior management in the course of their duties[122] - The Nomination Committee is committed to ensuring that independent non-executive directors provide independent opinions and recommendations to the board[125] - The company will hold a meeting on June 27, 2025, to discuss the remuneration of individual directors and senior management for the fiscal year ending March 31, 2026[125] - The board diversity policy includes measurable objectives to achieve diversity in terms of race, gender, age, and professional experience[132] - The company emphasizes the importance of independent non-executive directors not being involved in daily management to maintain their independent judgment[129] - The board aims to maintain a balanced diversity among its members, considering factors such as gender, age, culture, education background, professional qualifications, skills, knowledge, and industry experience[134] - The company emphasizes gender diversity across all levels, ensuring fair employment practices without restrictions based on gender, ethnicity, nationality, or cultural background[135]
广骏集团控股(08516) - 2025 - 年度业绩