Executive Summary Fairwood Holdings Limited's financial performance for the year ended March 31, 2025, shows a decrease in profit attributable to equity holders and revenue, yet the Group maintains a sound financial position and proposes a final dividend of 17.0 HK cents per share, with a full-year payout ratio of approximately 80.2% Key Financial Indicators Comparison for FY2025 (HKD) | Indicator | FY2025 | FY2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Profit attributable to equity holders | 35.50 million | 50.70 million | -15.20 million | -29.98% | | Profit after government grants | 35.10 million | 49.30 million | -14.20 million | -28.80% | | Revenue | 3.1001 billion | 3.1369 billion | -0.0368 billion | -1.20% | | Bank deposits and cash equivalents | 545.7 million | 641.0 million | -95.3 million | -14.87% | | Basic earnings per share | 27.43 HK cents | 39.10 HK cents | -11.67 HK cents | -29.85% | | Proposed final dividend | 17.0 HK cents/share | 30.0 HK cents/share | -13.0 HK cents/share | -43.33% | | Full-year dividend | 22.0 HK cents/share | 41.0 HK cents/share | -19.0 HK cents/share | -46.34% | | Payout ratio | Approx. 80.2% | - | - | - | Annual Financial Performance This section details the Group's consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income, and consolidated statement of financial position for the year ended March 31, 2025, providing comparative financial data reflecting changes in revenue, profit, and asset-liability structure Consolidated Statement of Profit or Loss The Group experienced a slight revenue decrease, significant reductions in gross profit and operating profit in FY2025, leading to a year-on-year decline of approximately 29.98% in profit attributable to equity holders of the Company Key Data from Consolidated Statement of Profit or Loss (HKD Thousand) | Indicator | FY2025 | FY2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 3,100,070 | 3,136,947 | -36,877 | -1.2% | | Cost of sales | (2,862,864) | (2,866,353) | 3,489 | -0.12% | | Gross profit | 237,206 | 270,594 | -33,388 | -12.34% | | Operating profit | 72,326 | 98,491 | -26,165 | -26.57% | | Profit before tax | 38,649 | 65,125 | -26,476 | -40.65% | | Profit for the year attributable to equity holders of the Company | 35,540 | 50,657 | -15,117 | -29.84% | | Basic earnings per share | 27.43 HK cents | 39.10 HK cents | -11.67 HK cents | -29.85% | Consolidated Statement of Profit or Loss and Other Comprehensive Income Total comprehensive income attributable to equity holders of the Company for the year was HKD 35,312 thousand, a decrease from last year, primarily due to reduced profit for the year and exchange differences Total Comprehensive Income Attributable to Equity Holders of the Company (HKD Thousand) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Profit for the year attributable to equity holders of the Company | 35,540 | 50,657 | | Exchange differences on translation of financial statements of Mainland China subsidiaries | (228) | (578) | | Total comprehensive income for the year attributable to equity holders of the Company | 35,312 | 50,079 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets and net assets slightly decreased, with both non-current and current assets declining, while net current liabilities increased, reflecting a slight tightening of the financial position Key Data from Consolidated Statement of Financial Position (HKD Thousand) | Indicator | March 31, 2025 | March 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 1,336,169 | 1,390,408 | -54,239 | -3.90% | | Current assets | 703,181 | 796,398 | -93,217 | -11.70% | | Current liabilities | 812,659 | 858,343 | -45,684 | -5.32% | | Net current liabilities | (109,478) | (61,945) | -47,533 | -76.74% | | Net assets | 652,035 | 660,405 | -8,370 | -1.27% | | Total equity | 652,035 | 660,405 | -8,370 | -1.27% | Notes to the Financial Statements This section provides detailed notes to the financial statements, covering the basis of preparation, accounting policy amendments, revenue and segment reporting, expense breakdowns, dividend policy, and specific analysis of balance sheet items, offering deeper insights into the Group's financial position and operating performance 1 Basis of Preparation As of March 31, 2025, the Group recorded net current liabilities of HKD 109,478,000, primarily due to lease liabilities, but management believes the Group can continue as a going concern given sufficient cash and available credit facilities - The Group recorded net current liabilities of HKD 109,478,000 (2024: HKD 61,945,000), primarily due to the recognition of current lease liabilities of HKD 372,430,0009 - Despite net current liabilities, the Group holds bank deposits and cash of HKD 545,653,000 and unused bank credit facilities of HKD 206,140,000, leading management to conclude a sound financial position and prepare financial statements on a going concern basis10 2 Amendments to Accounting Policies The Group adopted several amended Hong Kong Financial Reporting Standards for the first time this year, with no significant impact on current or prior period financial position or performance, while new and amended standards issued but not yet effective, particularly HKFRS 18, are expected to affect future financial statement presentation and disclosure - The amended Hong Kong Financial Reporting Standards adopted for the first time this year had no significant impact on the Group's financial position and performance12 - HKFRS 18 (Presentation and Disclosure in Financial Statements) is expected to impact the presentation and disclosure of future consolidated statements of profit or loss and other comprehensive income, with the Group currently assessing its specific effects1314 3 Revenue and Segment Reporting The Group's primary businesses are fast food restaurants and property investment, with revenue from food and beverage sales and rental income, managed across Hong Kong and Mainland China restaurant segments, showing decreased revenue and profit for Hong Kong restaurants and increased losses for Mainland China restaurants 3(a) Revenue Analysis The Group's revenue primarily derives from food and beverage sales, with property rental income contributing a smaller but growing portion Revenue Composition (HKD Thousand) | Revenue Source | FY2025 | FY2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Food and beverage sales at a point in time | 3,093,665 | 3,135,401 | -41,736 | -1.33% | | Property rental income | 6,405 | 1,546 | 4,859 | 314.30% | | Total revenue | 3,100,070 | 3,136,947 | -36,877 | -1.18% | 3(b) Segment Performance The Hong Kong restaurant segment experienced decreased revenue and profit, the Mainland China restaurant segment saw reduced revenue and expanded losses, while other segments, primarily investment property leasing, reported increased profit Reportable Segment Performance (HKD Thousand) | Segment | FY2025 Revenue | FY2024 Revenue | Revenue Change Rate | FY2025 Profit/(Loss) | FY2024 Profit/(Loss) | Profit/(Loss) Change Rate | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Hong Kong Restaurants | 2,932,682 | 2,951,897 | -0.65% | 81,188 | 98,784 | -17.81% | | Mainland China Restaurants | 160,983 | 183,504 | -12.27% | (14,621) | (6,554) | 123.09% | | Other Segments | 6,753 | 1,894 | 256.55% | 9,614 | 6,549 | 46.80% | | Total | 3,100,418 | 3,137,295 | -1.18% | 76,181 | 98,779 | -22.88% | 3(b)(iii) Geographical Information The majority of the Group's revenue and designated non-current assets are located in Hong Kong, with Mainland China contributing a smaller and decreasing share of both revenue and assets Revenue and Assets by Geographical Location (HKD Thousand) | Geographical Location | FY2025 Revenue from External Customers | FY2024 Revenue from External Customers | FY2025 Designated Non-current Assets | FY2024 Designated Non-current Assets | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 2,935,405 | 2,953,910 | 1,238,761 | 1,270,333 | | Mainland China | 164,665 | 183,037 | 97,408 | 120,075 | | Total | 3,100,070 | 3,136,947 | 1,336,169 | 1,390,408 | - In both years, the Group had no single customer contributing more than 10% of total revenue25 4 Other Income and Net Other Gains The Group's other income and net other gains significantly increased, primarily driven by a substantial rise in lease modification gains Other Income and Net Other Gains (HKD Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Interest income | 24,257 | 28,113 | | Government grants | 430 | 1,416 | | Net loss on disposal of other property, plant and equipment | (6,231) | (7,704) | | Net exchange loss | (352) | (1,021) | | Lease modification gains | 24,546 | 10,290 | | Total | 58,200 | 42,405 | - Lease modification gains increased from HKD 10,290 thousand to HKD 24,546 thousand, serving as the primary driver for the growth in net other gains26 5 Profit Before Tax Profit before tax is primarily influenced by finance costs and various operating expenses, with a slight increase in finance costs this year, and inventory costs, depreciation expenses, and staff costs being the main expenditure items Finance Costs (HKD Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Interest expense on lease liabilities | 33,421 | 33,312 | | Interest expense on bank borrowings | 256 | 54 | | Total finance costs | 33,677 | 33,366 | Breakdown of Key Expenses (HKD Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Cost of inventories | 750,144 | 772,510 | | Depreciation expense (other property, plant and equipment) | 103,429 | 93,733 | | Depreciation expense (right-of-use assets) | 419,537 | 406,720 | | Salaries, wages and other benefits | 1,043,995 | 1,047,731 | | Electricity, water and gas charges | 187,540 | 180,770 | 6 Income Tax in Consolidated Statement of Profit or Loss Income tax expense significantly decreased this year, primarily due to reduced current tax provision and the origination and reversal of deferred tax, with no corporate income tax provision for Mainland China operations due to absence of assessable profits Income Tax Expense (HKD Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Current tax provision for the year | 7,914 | 11,104 | | Over-provision in prior years | (903) | (44) | | Deferred tax (origination and reversal of temporary differences) | (3,902) | 3,408 | | Total income tax | 3,109 | 14,468 | - Mainland China operations had no assessable profits in both 2025 and 2024, thus no corporate income tax provision was made29 7 Dividends The Group proposed a final dividend of 17.0 HK cents per share for the current year, totaling 22.0 HK cents per share for the full year, a decrease compared to last year Dividends Payable for the Year (HKD Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Interim dividend declared and paid (per share) | 5.0 HK cents (6,478) | 11.0 HK cents (14,251) | | Proposed final dividend (per share) | 17.0 HK cents (22,024) | 30.0 HK cents (38,866) | | Total | 28,502 | 53,117 | Dividends Approved and Paid in Prior Financial Year (HKD Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Final dividend (per share) | 30.0 HK cents (38,866) | 40.0 HK cents (51,821) | | Special final dividend (per share) | 0 HK cents (–) | 5.0 HK cents (6,477) | | Total | 38,866 | 58,298 | 8 Earnings Per Share Basic earnings per share for the year were 27.43 HK cents, a 29.85% decrease from last year, with diluted earnings per share being identical to basic earnings due to option exercise prices exceeding the average market price Earnings Per Share (HK cents) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Basic earnings per share | 27.43 | 39.10 | | Diluted earnings per share | 27.43 | 39.10 | - Diluted earnings per share are the same as basic earnings per share because the exercise price of unexercised share options was higher than the average market price of the Company's shares33 9 Trade and Other Receivables As of the reporting period end, total trade receivables decreased, with most receivables aged within 30 days, indicating efficient collection Ageing Analysis of Trade Receivables (HKD Thousand) | Ageing | FY2025 | FY2024 | | :--- | :--- | :--- | | 1 to 30 days | 8,588 | 20,130 | | 31 to 90 days | 220 | 302 | | 91 to 180 days | 190 | 25 | | 181 to 365 days | 27 | 3 | | Total | 9,025 | 20,460 | - The Group's sales transactions with customers are primarily settled by cash and electronic payments, with some catering business customers enjoying credit terms of 30 to 75 days34 10 Trade and Other Payables As of the reporting period end, total trade payables slightly decreased, with most payables aged within 30 days Ageing Analysis of Trade Payables (HKD Thousand) | Ageing | FY2025 | FY2024 | | :--- | :--- | :--- | | 1 to 30 days | 114,774 | 128,020 | | 31 to 90 days | 4,048 | 421 | | 91 to 180 days | 2,480 | 154 | | 181 to 365 days | 68 | 32 | | Over 1 year | 289 | 190 | | Total | 121,659 | 128,817 | 11 Provisions The Group primarily recognizes provisions for restoration costs of leased premises, with the total amount slightly decreasing, and most classified as non-current liabilities Provisions (HKD Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Provision for restoration costs of leased premises | 71,346 | 73,237 | | Amount classified as "Current liabilities" | (31,122) | (26,601) | | Amount included in "Non-current liabilities" | 40,224 | 46,636 | 12 Long Service Payment Obligations The Group's total long service payment obligations increased, with the majority classified as non-current liabilities Long Service Payment Obligations (HKD Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Total long service payment obligations | 33,827 | 28,850 | | Amount classified as "Current liabilities" | (920) | (608) | | Amount included in "Non-current liabilities" | 32,907 | 28,242 | Management Discussion and Analysis This section provides an in-depth analysis of the Group's operating environment, business performance, strategies, and future outlook for FY2025, addressing macroeconomic challenges and changing consumer habits through product innovation, digitalization, community engagement, and cost control, while planning continued store network expansion in Hong Kong and Mainland China, alongside quality and operational efficiency enhancements Overall Performance The Group's FY2025 revenue decreased by 1.2% year-on-year to HKD 3.1001 billion, profit attributable to equity holders (after deducting government grants) fell by 28.8% to HKD 35.1 million, gross profit margin dropped to 7.7%, and basic earnings per share were 27.43 HK cents Overall Financial Performance (HKD) | Indicator | FY2025 | FY2024 | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 3.1001 billion | 3.1369 billion | -1.2% | | Profit attributable to equity holders | 35.50 million | 50.70 million | -29.98% | | Profit after government grants | 35.10 million | 49.30 million | -28.8% | | Operating profit | 72.30 million | 98.50 million | -26.59% | | Gross profit margin | 7.7% | 8.6% | -0.9 percentage points | | Basic earnings per share | 27.43 HK cents | 39.10 HK cents | -29.85% | Operating Environment and Business Review Over the past year, the Group was impacted by macro factors including Hong Kong residents' 'outbound consumption' trend, weak Hong Kong and Mainland China economies, low consumer confidence, and intensified price competition in the catering industry, responding with innovative products, expanded takeaway options, optimized mobile app engagement, and cost control measures - Macroeconomic factors include a prevalent 'outbound consumption' trend among Hong Kong residents, with outbound travel increasing by 25% year-on-year; weak Hong Kong and Mainland China economies, cautious stock markets, uncertain employment prospects, and a sluggish property market, all contributing to weak consumer confidence38 - Intensified competition in the catering industry led restaurants to offer high-value-for-money products and increased discounts to maintain competitiveness, resulting in pressure on profit margins38 - Response strategies included launching innovative products and new dishes, regularly introducing special offers and limited-time products, expanding takeaway options, and selling new retail products in-store to stimulate consumption39 - Customer engagement and loyalty efforts involved optimizing and upgrading the Fairwood App, launching promotional activities for specific customer groups (e.g., 'soft meal' program for the elderly and those with swallowing difficulties), and introducing appealing marketing campaigns to attract younger generations4041 - Cost control measures included capitalizing on low commercial rental opportunities in Hong Kong, implementing strategies to reduce food costs, alleviate staff cost pressure, and improve process efficiency41 Product Innovation and Marketing The Group enhances customer loyalty and interest through continuous product innovation and diversified marketing strategies, including popular limited-time specialty products, new dinner items, promotional set meals, expanding takeaway services and in-store retail food, while leveraging creative marketing to reshape brand image - Product innovation included launching limited-time specialty products such as Japanese, Vietnamese, and Malaysian cuisines, and introducing new dinner items like claypot rice and stewed soups42 - Promotional strategies featured value breakfast, two-dish lunch bowl sets, super-value afternoon tea, and 'super-deal for two' dinner sets to attract budget-conscious customers42 - Takeaway business expanded with new options like roasted spring chicken and Portuguese tarts, and enhanced seasonal takeaway products such as Mid-Autumn Festival and Lunar New Year Poon Choi42 - Add-on and retail strategies involved strengthening add-on options and beginning to sell retail food items like white lotus seed paste mooncakes in-store to generate additional revenue43 - Creative marketing, such as the 'Ah Wok Claypot God' theme for Hong Kong-style claypot rice, successfully rejuvenated the brand's image by blending local culture with popular humor, generating media coverage valued at approximately HKD 1.5 million43 Digital Strategy The Fairwood App plays a crucial role in customer acquisition and loyalty, with membership continuously growing by over 25%, effectively enhancing customer stickiness through regular pushes of offers and discount coupons - App membership growth: Registered members of the Fairwood App continued to rise, reaching approximately 1.02 million by year-end, a year-on-year increase of over 25% (last year: 0.79 million)44 - Member offers: The App regularly pushes special offers and discount coupons to members, such as 'Fairwood Super Value Rewards,' 'Olympic Celebration Promotion,' and 'Lunar New Year Lucky Red Packet Promotion,' with popular ones including welcome offers for fitness enthusiasts, month-end deals, and weekend flash sales44 Corporate Social Responsibility The Group actively fulfills its social responsibilities by launching the 'Fairwood Soft Meal' program, becoming Hong Kong's first chain fast-food restaurant to offer soft meals, and continuously advancing elder care initiatives like the 'Fairwood Elder Care Card' and 'Fairwood Love Delivery,' benefiting seniors in the community - The 'Fairwood Soft Meal' program launched nutritionally balanced soft meals specifically developed for elderly individuals with eating and swallowing difficulties, making it the first chain fast-food restaurant in Hong Kong to introduce soft meals in the community45 - Elderly care initiatives included establishing 'swallowing assessment stations' offering soft meal tastings and dietary advice, and participating in the 'Fairwood X Link REIT Walk with Love Launch Ceremony,' donating 2,000 soft meals to 16 beneficiary organizations46 - The 'Fairwood Elder Care Card' membership exceeds 550,000, continuously providing special promotions and discounts for seniors; the 'Fairwood Love Delivery' program held multiple events; and participation in the 'Love Restaurant Rewards You with Food' program offered dining coupons to approximately 50,000 elderly individuals47 Operational Challenges and Cost Control The Group prioritizes food cost control by introducing new suppliers and increasing direct sourcing to reduce raw material prices, while leveraging declining Hong Kong rents to seek reasonably priced premises and exploring digital ordering and internal process automation to manage rising labor costs effectively - Food cost control involved introducing new raw material suppliers, increasing direct sourcing, and reducing raw material prices, leading to an overall decrease in food costs during the year48 - Rental costs: The Group is capitalizing on the continuously declining rental market in Hong Kong to actively seek reasonably priced locations with development potential, aligning with future store opening plans48 - Manpower cost management included encouraging customers to use 'mobile ordering and payment' and in-store digital ordering devices to reduce frontline staff demand, and implementing internal process automation (e.g., product replenishment) to save management time49 - Operational efficiency improvements included enhancing store maintenance and upkeep, and optimizing logistics arrangements across the entire value chain to offset the impact of rising operating costs49 Environmental Sustainability The Group is committed to enhancing environmental performance through improved in-store energy efficiency, reduced emissions, and waste reduction initiatives, including installing eco-friendly high-efficiency kitchen equipment, smart kitchen systems, and actively promoting coffee grounds and lemon peel reuse programs and sugar packet recycling, reducing food waste by 280 tonnes during the year - Energy efficiency: New installations include eco-friendly high-efficiency heat recovery steamers, silent woks with automatic ignition, and ultrasonic defrosting machines; smart kitchen systems monitor electricity, water, and gas consumption50 - Waste reduction measures: The coffee grounds and lemon peel reuse program was implemented in 130 stores, reducing food waste by 280 tonnes in FY2024/25; sugar packet recycling activities now cover all branches50 Store Network and Expansion As of March 31, 2025, the Group operated 176 stores, with 157 in Hong Kong and 19 in Mainland China; Hong Kong Fairwood chain fast-food stores saw a net decrease of 2, with same-store sales growth down 3.0%, while specialty restaurants increased with same-store sales growth up 5.8%; Mainland China fast-food stores had a net decrease of 5, with same-store sales growth down 11.1%, reflecting weak consumption and intensified competition in the Greater Bay Area Store Network Overview | Region | Store Count as of March 31, 2025 | Store Count as of March 31, 2024 | Same-Store Sales Growth | | :--- | :--- | :--- | :--- | | Hong Kong Fairwood Chain Fast-Food Stores | 147 | 149 | -3.0% | | Hong Kong Specialty Restaurants | 10 | 9 | +5.8% | | Mainland China Fast-Food Stores | 19 | 24 | -11.1% | | Total | 176 | 182 | - | - Hong Kong specialty restaurants added the Italian restaurant Ombra, showing good same-store sales growth51 - Mainland China's same-store sales growth decreased by 11.1%, primarily due to weak consumer spending and intensified competition in the Greater Bay Area51 Future Outlook Facing the 'outbound consumption' new normal and Hong Kong-Mainland integration, the Group will implement four strategies: leveraging declining rents to expand Hong Kong store coverage with projected net growth, adopting targeted micro-strategies to enhance individual store performance and market segmentation, strengthening quality inspection and control systems, and continuing Mainland China store expansion focusing on rent-to-sales ratios and Greater Bay Area opportunities - Macro trends: The outbound consumption trend will become Hong Kong's 'new normal,' requiring Hong Kong enterprises to adapt to the increasing integration between Hong Kong and the Greater Bay Area52 - Hong Kong market strategy: Capitalize on declining market rents to open more restaurants, expand business coverage, while closing underperforming stores, with a projected net increase in store count in the coming year52 - Consumer behavior adaptation: Implement more targeted micro-strategies to enhance individual store performance, optimize promotions for specific market segments, and strengthen market segmentation; continuously innovate products and restructure menus, expand upgrade and add-on options to drive per capita spending growth; and reward loyal customers through the App53 - Quality enhancement: Strengthen quality inspection and control systems, planning to implement stricter store audit and feedback mechanisms, digital quality verification systems, and more frequent supplier audits54 - Mainland China strategy: Despite economic instability, plans include continued store expansion, focusing on ensuring low rent-to-sales ratios for new stores and exploring development opportunities in more Greater Bay Area cities55 Financial Performance Review This section provides a detailed review of the Group's financial indicators, including revenue, gross profit margin, administrative expenses, key costs, other income, income tax, profit attributable to equity holders, segment performance, earnings per share, liquidity, depreciation, finance costs, profitability, capital expenditure, financial risk management, pledged assets, commitments, and contingent liabilities, comprehensively analyzing changes and their causes Revenue and Gross Profit Margin The Group's revenue decreased by 1.2% due to external factors, and gross profit margin fell to 7.7%, primarily attributable to lower sales, increased depreciation, higher utility costs, and rising labor expenses Revenue Composition (HKD Million) | Revenue Source | FY2025 | FY2024 | | :--- | :--- | :--- | | Food and beverage sales at a point in time | 3,093.7 | 3,135.4 | | Property rental income | 6.4 | 1.5 | | Total revenue | 3,100.1 | 3,136.9 | - Gross profit margin decreased to 7.7% (2024: 8.6%), primarily due to lower sales, increased depreciation, higher utility costs, and rising labor costs58 Key Costs and Expenses Administrative expenses decreased by 2.3% due to effective cost control, with food and packaging costs, staff costs, and rental costs being the Group's primary expenditures, and staff costs representing the largest proportion Key Costs as a Percentage of Revenue | Item | FY2025 (HKD Million) | FY2025 (as % of Revenue) | FY2024 (HKD Million) | FY2024 (as % of Revenue) | | :--- | :--- | :--- | :--- | :--- | | Food and packaging costs | 750.1 | 24.2% | 772.5 | 24.6% | | Staff costs | 1,096.2 | 35.4% | 1,100.4 | 35.1% | | Rental costs | 456.2 | 14.7% | 454.4 | 14.5% | - Administrative expenses decreased by 2.3% to HKD 141.9 million (2024: HKD 145.3 million), primarily due to effective cost control leading to a reduction in staff costs59 - Other income and net other gains increased by HKD 15.8 million, mainly due to higher lease modification gains61 - Income tax expense decreased by 78.6% to HKD 3.1 million (2024: HKD 14.5 million)62 - Profit attributable to equity holders after deducting government grants decreased by 28.8% to HKD 35.1 million, primarily due to lower sales, partially offset by targeted cost control initiatives63 - Hong Kong restaurant segment profit decreased by 17.8% to HKD 81.2 million; Mainland China restaurant segment loss increased by 121.2% to HKD 14.6 million; other segments' profit increased by 47.7% to HKD 9.6 million64 - Basic earnings per share decreased by 29.8% to 27.43 HK cents65 Liquidity and Financial Resources The Group's total assets and total equity both decreased, net current liabilities increased, and the current ratio remained at 0.9; bank deposits and cash equivalents decreased by 14.9% due to property purchases and store renovations, and the Group incurred bank borrowings for Mainland China expansion, resulting in a gearing ratio of 0.8% Liquidity and Financial Resources Overview (HKD) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total assets | 2.1053 billion | 2.2478 billion | | Net current liabilities | 109.5 million | 61.9 million | | Current ratio | 0.9 | 0.9 | | Total equity | 652.0 million | 660.4 million | | Bank deposits and cash equivalents | 545.7 million | 641.0 million | | Unused bank credit facilities | 206.1 million | 231.3 million | | Short-term borrowings | 5.4 million | 0 | | Gearing ratio | 0.8% | 0% | - Bank deposits and cash equivalents decreased by 14.9% due to property purchases and store renovations67 Profitability and Capital Expenditure The Group's depreciation expenses and finance costs both increased, with the average return on shareholders' equity decreasing to 5.4%; capital expenditure significantly rose, primarily for new property acquisitions and renovation projects for existing stores - Depreciation expense for other property, plant and equipment increased by HKD 9.7 million to HKD 103.4 million, and depreciation expense for right-of-use assets rose by HKD 12.8 million to HKD 419.5 million, primarily due to store renovation projects, new property acquisitions, and lease modifications68 Finance Costs (HKD Thousand) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Finance costs | 33,700 | 33,400 | - Average return on shareholders' equity decreased to 5.4% (2024: 7.6%)70 Capital Expenditure (HKD Thousand) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Capital expenditure | 157,700 | 131,500 | - The increase in capital expenditure was mainly due to new property acquisitions and increased renovation projects for existing stores71 Financial Risk Management and Commitments The Group primarily faces foreign currency risk, but with the HKD pegged to the USD, significant exchange rate fluctuations are not anticipated; the Group's pledged assets have a low net book value, capital commitments increased, and bank credit facilities are guaranteed for subsidiaries - Foreign currency risk primarily arises from bank deposits and other financial assets denominated in HKD, USD, and RMB, but with the HKD pegged to the USD, no significant exchange rate fluctuations are expected72 Pledged Assets and Commitments (HKD Thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Net book value of pledged properties | 600 | 700 | | Outstanding capital commitments | 53,400 | 24,300 | | Maximum debt guaranteed for subsidiaries' drawn credit facilities | 115,900 | 87,700 | - The Company provides guarantees for bank credit facilities obtained by certain wholly-owned subsidiaries, and the directors believe the likelihood of claims is low75 Other Information This section provides employee information, dividend distribution details, share transfer registration arrangements, dealings in listed securities, corporate governance statement, audit committee and auditor's scope of work, as well as the Executive Chairman's acknowledgements and management changes, anticipating the Group will actively address challenges, deepen Greater Bay Area ties, and generate shareholder returns Employee Information As of March 31, 2025, the Group had approximately 5,500 employees, with staff costs around HKD 1.0962 billion; the Group offers competitive remuneration, share options, and bonuses, and continuously invests in employee training and development Employee Information | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total number of employees | Approx. 5,500 | Approx. 5,700 | | Staff costs | Approx. HKD 1.0962 billion | Approx. HKD 1.1004 billion | - The Group determines remuneration based on job nature, qualifications, and experience, reviewed annually, offering competitive compensation, share options, and bonuses, and is committed to training and development programs to enhance staff quality, capabilities, and skills77 Dividend Policy and Distribution The Board recommended a final dividend of 17.0 HK cents per share, totaling 22.0 HK cents per share for the full year, representing approximately 80.2% of the annual profit Dividend Distribution (HK cents/share) | Dividend Type | FY2025 | FY2024 | | :--- | :--- | :--- | | Proposed final dividend | 17.0 | 30.0 | | Interim dividend paid | 5.0 | 11.0 | | Total full-year dividend | 22.0 | 41.0 | | Payout ratio | Approx. 80.2% | - | - The proposed final dividend will be paid on or before October 2, 2025, to shareholders whose names appear on the register of members on September 16, 202578 Suspension of Share Transfer Registration The Company will suspend share transfer registration twice: first, to determine shareholders' eligibility to attend the Annual General Meeting, and second, for final dividend entitlement - For attending and voting at the Annual General Meeting, share transfer registration will be suspended from September 2 to September 5, 2025, with the record date being September 5, 202579 - To qualify for the final dividend, share transfer registration will be suspended from September 12 to September 16, 2025, with the record date being September 16, 202580 Purchase, Sale or Redemption of the Company's Listed Securities For the year ended March 31, 2025, 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 its subsidiaries engaged in any purchase, sale, or redemption of listed securities81 Corporate Governance Except for the Chairman and Managing Director not being subject to retirement by rotation, the Company complied with applicable code provisions of the Corporate Governance Code in FY2025 and adopted the Model Code for Securities Transactions by Directors of Listed Issuers - The Company has complied with the applicable code provisions of the Corporate Governance Code, except that the Chairman and Managing Director are not subject to retirement by rotation82 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all Directors confirmed compliance with this code85 Audit Committee and Auditor The Audit Committee reviewed the full-year results and discussed internal control and risk management systems with management and external auditors; the Group's financial figures have been agreed upon by the auditor, Deloitte Touche Tohmatsu - The Audit Committee, comprising three independent non-executive directors, has reviewed the full-year results and discussed internal control and risk management systems83 - The figures in the Group's consolidated financial statements have been agreed upon by the auditor, Deloitte Touche Tohmatsu, whose work does not constitute an assurance engagement and no opinion or assurance conclusion is expressed on the preliminary announcement84 Acknowledgements and Management Changes Executive Chairman Mr. Lo Hoi-cheung will transition to Non-Executive Director while remaining Board Chairman; Mr. Lo Fai-shing is appointed Vice Chairman, and Ms. Li Pik-kei assumes the role of Chief Executive Officer, with these changes aiming to enhance business professionalism, as the Group actively addresses Hong Kong's economic structural shifts, deepens Greater Bay Area ties, and generates shareholder returns - Management changes: Mr. Lo Hoi-cheung transitions to Non-Executive Director and Chairman of the Board; Mr. Lo Fai-shing is appointed Vice Chairman of the Board; and Ms. Li Pik-kei assumes the role of Chief Executive Officer87 - Future outlook: The Group will actively address Hong Kong's structural economic changes, deepen its connections and development within the Greater Bay Area, solidify its position in Hong Kong's catering industry, and strive to create stable and substantial returns for shareholders89
大快活集团(00052) - 2025 - 年度业绩