上谕集团(01633) - 2025 - 年度业绩

Financial Summary and Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group shifted from profit to loss for the year ended March 31, 2025, with total revenue decreasing by 26.7% and a loss attributable to owners of HKD 9.652 million Summary of Annual Consolidated Statement of Profit or Loss | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 264,770 | 361,257 | -26.7% | | Gross Profit | 18,982 | 31,248 | -39.3% | | Operating (Loss)/Profit | (3,950) | 9,808 | N/A | | (Loss)/Profit attributable to owners of the Company | (9,652) | 4,286 | N/A | | Basic (Loss)/Earnings Per Share (HK cents) | (1.41) | 0.63 | N/A | - An impairment loss on right-of-use assets of HKD 5.19 million was recognized this year, significantly contributing to the operating loss[3] Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets decreased from HKD 356 million to HKD 277 million, while net assets slightly declined by 5.3% to HKD 172 million, with a significant reduction in bank and other borrowings improving the capital structure Summary of Consolidated Statement of Financial Position | Indicator | 2025 (Thousand HKD) | 2024 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 94,778 | 100,715 | -5.9% | | Current Assets | 181,941 | 255,602 | -28.8% | | Total Assets | 276,719 | 356,317 | -22.3% | | Current Liabilities | 103,570 | 171,414 | -39.6% | | Non-current Liabilities | 1,417 | 3,519 | -59.7% | | Total Liabilities | 104,987 | 174,933 | -40.0% | | Net Assets (Total Equity) | 171,732 | 181,384 | -5.3% | - Bank and other borrowings within current liabilities significantly decreased by 39.5% from HKD 106 million to HKD 64.15 million, primarily driving the reduction in total liabilities[4] Notes to the Consolidated Financial Statements General Information and Accounting Standards The Group, an investment holding company primarily engaged in foundation engineering in Hong Kong and Macau, prepares its financial statements under HKFRSs, with new standards having no significant impact this year, while the Board assesses the future impact of HKFRS 18 - The Group's core business involves providing foundation engineering services in Hong Kong and Macau, including piling, excavation and lateral support (ELS) works, pile cap construction, site formation, and ancillary services[5] - New and revised HKFRSs adopted this year had no significant impact on the Group's consolidated financial position and performance[8] - The Board is currently assessing the impact of HKFRS 18 'Presentation and Disclosure in Financial Statements', which will be effective in the future, on the consolidated financial statements[12][13] Segment Information The Group operates as a single foundation engineering segment with all revenue derived from Hong Kong, exhibiting high customer concentration, with Customer A contributing HKD 79.51 million or approximately 30% of total revenue - The Group's chief operating decision-maker manages all operations as a single operating segment for resource allocation and performance assessment, thus no operating segment information is presented[15] - All of the Group's revenue and non-current assets are derived from Hong Kong[16] Major Customer Revenue Contribution (Over 10% of Total Revenue) | Customer | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Customer A | 79,505 | 54,551 | | Customer B | 42,612 | Not Applicable | | Customer E | 31,886 | Not Applicable | | Customer C | Not Applicable | 166,955 | | Customer D | Not Applicable | 37,972 | Revenue, Expenses and Profitability Analysis The Group shifted from operating profit to a loss of HKD 3.95 million this year, with major expenses including employee benefits of HKD 37.94 million and depreciation of property, plant and equipment of HKD 21.04 million, while finance costs slightly increased to HKD 5.7 million - The Group recognizes revenue from contract works over time in accordance with HKFRS 15[18] Key Items Affecting Operating (Loss)/Profit | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 21,043 | 22,105 | | Depreciation of right-of-use assets | 5,252 | 6,963 | | Employee benefit expenses | 37,939 | 65,394 | | Finance costs | 5,702 | 5,522 | - Employee benefit expenses significantly decreased by 42% year-on-year from HKD 65.39 million to HKD 37.94 million, primarily due to reduced salaries, benefits, and performance-related bonuses[21] Dividends and Earnings Per Share No dividends were paid or proposed for the current or prior year, and due to the shift from profit to loss, basic and diluted loss per share was 1.41 HK cents compared to earnings of 0.63 HK cents last year - The Board did not recommend the payment of any dividends for the year ended March 31, 2025, or subsequent to the reporting period[25][59] Basic (Loss)/Earnings Per Share Calculation | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | (Loss)/Profit attributable to owners of the Company (Thousand HKD) | (9,652) | 4,286 | | Weighted average number of ordinary shares (Thousand Shares) | 684,750 | 684,750 | | Basic and Diluted (Loss)/Earnings Per Share (HK cents) | (1.41) | 0.63 | Trade and Other Receivables & Payables At year-end, total trade and other receivables significantly decreased from HKD 104 million to HKD 56.68 million, mainly due to reduced advances to subcontractors, while trade and other payables also declined from HKD 60.5 million to HKD 35.5 million - Total trade and other receivables decreased by 45.3% year-on-year, primarily due to a reduction in advances to subcontractors from HKD 85.41 million to HKD 19.69 million[28][45] - Trade receivables over 90 days significantly increased from HKD 0.217 million to HKD 15.9 million, indicating a potential extension in collection cycles[29] - Trade payables decreased by 60.2% from HKD 41.56 million to HKD 16.56 million[31] Management Discussion and Analysis Business Review and Outlook The Group, primarily engaged in foundation engineering in Hong Kong and Macau, holds 8 projects totaling approximately HKD 350 million, anticipating future demand from Hong Kong government infrastructure initiatives like the Northern Metropolis despite global economic uncertainties - As of March 31, 2025, the Group had 8 projects on hand with a total contract value of approximately HKD 350 million, expected to be completed in the next financial year[34] - Management believes that significant government-led infrastructure projects in Hong Kong, such as the Northern Metropolis, will drive demand for construction and foundation engineering, creating a favorable development environment for the Group despite macroeconomic challenges[35] - The Board will remain vigilant, prudently evaluate potential business opportunities, and strive to drive business growth, diversify revenue streams, and maximize shareholder returns[36] Financial Performance Review This year's financial performance significantly declined, with total revenue decreasing by 26.7% due to fewer foundation engineering projects, gross margin falling from 8.6% to 7.2% due to lower project margins and increased subcontracting costs, resulting in a net loss of HKD 9.652 million compared to a net profit last year Summary of Financial Performance | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue (Thousand HKD) | 264,770 | 361,257 | -26.7% | | Gross Profit (Thousand HKD) | 18,982 | 31,248 | -39.3% | | Gross Margin | 7.2% | 8.6% | -1.4pp | | Net (Loss)/Profit (Thousand HKD) | (9,652) | 4,286 | Shifted from profit to loss | - The primary reason for the revenue decline was a reduction in the number of foundation engineering projects undertaken by the Group during the year[37] - The decrease in gross margin is attributable to lower gross profits from newly commenced projects and increased subcontracting costs[39] Liquidity and Capital Management The Group's financial position improved during the reporting period, with the gearing ratio significantly decreasing from 63.1% to 40.5% primarily due to reduced bank and other borrowings, leading to a more robust capital structure despite lower bank balances, with minimal foreign exchange risk as most transactions are HKD-denominated Liquidity and Capital Structure Indicators | Indicator | March 31, 2025 (Thousand HKD) | March 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Bank Balances | 13,108 | 17,307 | | Interest-bearing Debts | 69,485 | 114,434 | | Gearing Ratio | 40.5% | 63.1% | - The improvement in the gearing ratio is primarily due to the reduction in bank and other borrowings and lease liabilities during the year[46] - Operating primarily in Hong Kong with most transactions denominated in HKD, the Directors consider foreign exchange risk not significant and have not entered into any hedging contracts[48] Employees and Remuneration Policy In response to business scale reduction, the Group significantly streamlined its workforce from 161 to 43 employees, with total remuneration costs decreasing from HKD 65.39 million to HKD 37.94 million, while maintaining a competitive remuneration policy without significant labor issues Changes in Employees and Remuneration Costs | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 43 | 161 | | Total Remuneration Costs (Thousand HKD) | 37,939 | 65,394 | Corporate Governance and Other Information Corporate Governance and Compliance The Group is committed to maintaining high corporate governance standards, complying with all applicable code provisions of Appendix C1 to the Listing Rules' Corporate Governance Code, and ensuring directors' securities transactions adhere to standards no less exacting than the Model Code - Neither the Company nor its subsidiaries have purchased, sold, or redeemed any of the Company's listed securities from the listing date up to the date of this announcement[53] - The Company has complied with all applicable code provisions set out in the Corporate Governance Code since its listing date[54] Audit Committee and Dividend Policy The Audit Committee, comprising three independent non-executive directors, reviewed this year's results, and based on the annual loss and future funding needs, the Board does not recommend a final dividend, with the dividend policy subject to review considering operating results, cash flow, and capital requirements - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and the annual results for the current year[57] - The Board does not recommend the payment of a final dividend for the current year[59] - The declaration of dividends is at the sole discretion of the Board, considering various factors including operating results, financial position, cash flow, and capital requirements[58][61]