俊盟国际(08062) - 2025 - 年度财报

Financial Summary The company's financial performance for the year and its financial position at year-end are summarized, showing key metrics and changes Annual Financial Performance Summary | Metric | 2025 (Million HKD) | 2024 (Million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 94.4 | 127.7 | (26.1)% | | Gross Profit | 38.5 | 62.2 | (38.1)% | | Operating Profit | 11.3 | 37.8 | (70.1)% | | Profit for the Year | 5.6 | 31.6 | (82.3)% | | Profit attributable to owners of the Company | 5.6 | 31.2 | (82.1)% | | Basic Earnings Per Share (HK cents) | 1.17 | 6.51 | (82.0)% | Financial Position Summary | Metric | As at March 31, 2025 (Million HKD) | As at March 31, 2024 (Million HKD) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 148.5 | 157.5 | (5.7)% | | Net Current Assets | 102.6 | 112.3 | (8.6)% | | Total Equity | 133.4 | 142.5 | (6.4)% | Chairman's Statement The Chairman's Statement reviews the group's operational achievements and strategic initiatives for future growth and market expansion Business Review This year, the Group strengthened its position as an electronic payment terminal solution provider, expanding international cooperation and technological innovation while ensuring payment data security, notably acquiring a 16.7% stake in Bonum LLC and developing new payment technologies - Successful acquisition of a 16.7% stake in Bonum LLC in Mongolia, developing electronic payment terminal equipment and software technology for Hong Kong and Mongolian central banks, and introducing the Mongolian T Card payment system to Hong Kong[10] - Development of the "Hub+" solution to manage multiple payment options through a single terminal in collaboration with payment service providers, addressing changes in the retail environment[11] - Adoption of a Software-as-a-Service (SaaS) model to provide comprehensive software solutions to clients, reducing their equipment and R&D costs and enhancing operational efficiency[11] Future Outlook Looking ahead, the Group will focus on key Asia-Pacific markets, leverage AI for service efficiency, expand into Taiwan via a new MOU, and continue to enhance ESG practices including paperless operations - Future business will primarily focus on the Asia-Pacific region, including markets in Malaysia, Thailand, Taiwan, and Vietnam[12] - Plans to utilize artificial intelligence for suggested coding to answer questions faster and more accurately, enhancing service efficiency[12] - Signed a Memorandum of Understanding with Lian Tian Technology Co., Ltd. in Taiwan, planning to expand local business operations[13] - Continuous improvement in corporate governance and ESG practices, having achieved electronic and paperless operations for the entire order-to-installation process through CRM system optimization[13] Management Discussion and Analysis This section provides an in-depth analysis of the Group's operational performance, financial results, liquidity, and strategic investments for the reporting period Business Review and Outlook The Group continues to focus on electronic payment terminal sales and related services in Hong Kong and overseas, identifying growth opportunities in digital payment markets to expand market share and solidify its industry position - The Group's core businesses include the sale of electronic payment terminals and peripheral equipment, as well as providing system support, software solutions, and embedded system solutions services[17] - Growing demand in the digital payment market (QR code payments, Faster Payment System, e-wallets) presents future growth opportunities for the Group[18] Financial Review For the year ended March 31, 2025, the Group's financial performance significantly declined, with total revenue decreasing by 26.1% to HKD 94.4 million and profit for the year falling by 82.3% to HKD 5.6 million, primarily due to reduced sales, lower gross profit, and increased impairment losses FY2025 Key Financial Indicators | Metric | FY2025 (Million HKD) | FY2024 (Million HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 94.4 | 127.7 | (26.1)% | | Gross Profit | 38.5 | 62.2 | (38.1)% | | Gross Profit Margin | 40.8% | 48.7% | (16.2)% | | Profit for the Year | 5.6 | 31.6 | (82.3)% | - Revenue decline primarily due to: - 40.5% decrease in sales of electronic payment terminals and peripheral equipment to HKD 23.8 million[21] - 19.6% decrease in system support and software solution services revenue to HKD 70.5 million[21] - Gross profit decline mainly attributed to reduced profit margins from terminal sales and software solution services due to economic downturn and increased market competition[25] - Goodwill impairment loss of approximately HKD 3.6 million recognized for E-Pay Technology Services (Macau) Limited due to its declining business performance[30] Financial Position, Liquidity and Financial Resources The Group maintains a prudent cash and financial management policy, demonstrating a sound financial position with HKD 102.6 million in net current assets and HKD 84.8 million in cash as of March 31, 2025, with no pledged assets or bank borrowings Liquidity Indicators (As at Fiscal Year-End) | Metric | March 31, 2025 (Million HKD) | March 31, 2024 (Million HKD) | | :--- | :--- | :--- | | Net Current Assets | 102.6 | 112.3 | | Cash and Bank Balances | 84.8 | 62.5 | - As at March 31, 2025, the Group had no pledged assets or bank borrowings[33][36] Significant Investments On June 21, 2024, the Group agreed to acquire a 16.7% stake in Mongolian payment service company Bonum LLC for USD 1 million, completed on December 31, 2024, to enter the Mongolian payment market - Acquired 16.7% of the issued share capital of Mongolian payment service company Bonum LLC for USD 1 million, with the transaction completed on December 31, 2024[39] Biographical Details of Directors and Senior Management This section provides an overview of the professional backgrounds and experience of the Group's directors and senior management team Profile of Directors and Senior Management The Group is led by an experienced board and senior management team, including Chairman and CEO Mr. Lo Chun Kit with over 26 years in electronic payments, and senior executives with extensive expertise across various operational functions - Chairman and Chief Executive Officer Mr. Lo Chun Kit, a co-founder of the Group, possesses over 26 years of experience in the electronic payment solutions industry[42] - The senior management team is stable and highly experienced, with Operations Director Mr. Lee Ka Ming, Information Director Mr. Chan Wai To, Financial Director Mr. Li Man Ho, and Senior Manager of Procurement and Logistics Mr. Cheung Chun Bong, all having over 14 years of professional experience in their respective fields[46][47][48][49] Corporate Governance Report This report details the Group's adherence to corporate governance principles, including board structure, internal controls, and shareholder rights Corporate Governance Practices The company strives for high corporate governance, largely complying with GEM Listing Rules, with a noted deviation where the Chairman and CEO roles are combined, and a temporary non-compliance regarding independent non-executive directors due to a resignation, which has since been rectified - The company deviates from Code Provision C.2.1 of the Corporate Governance Code, as the roles of Chairman and Chief Executive Officer are combined and held by Mr. Lo Chun Kit, an arrangement the Board believes enhances leadership stability and consistency[51] - Due to the passing of Independent Non-executive Director Dr. Wu Wing Kuen on February 17, 2025, the company temporarily did not comply with GEM Listing Rules regarding the number of independent non-executive directors and the composition of the Audit, Remuneration, and Nomination Committees, but compliance was restored with the appointment of Ms. Cheng Wai Sin on May 16, 2025[51] - The Board has established Audit, Remuneration, and Nomination Committees with written terms of reference, and each committee held meetings and fulfilled its primary responsibilities during the year, including reviewing financial statements, remuneration policies, and board composition[58][62][65] Internal Control and Shareholders' Rights The Board oversees internal controls and risk management, with external consultants reviewing the system annually, while the company safeguards shareholder rights through general meetings, inquiry channels, and established procedures for director nominations - The Group has not yet established an internal audit function but has engaged external consultant Allbright International Consulting Limited to review its internal control system annually, with this year's review concluding the system is effective and adequate[81] - The company has established clear measures to protect shareholder rights, including procedures for shareholders to convene an extraordinary general meeting (requiring a request from shareholders holding not less than one-tenth of the paid-up capital) and procedures for nominating individuals to stand for election as directors[82][83] Directors' Report This report provides an overview of the Group's financial results, dividend proposals, key business relationships, and significant events affecting the company Results and Dividends The Group's annual results are presented in the financial statements, with the Board proposing a final dividend of 1.0 HK cents per share, subject to approval at the Annual General Meeting on August 8, 2025 Dividend Distribution | Item | Details | | :--- | :--- | | Proposed Final Dividend | 1.0 HK cents per share | | Final Dividend for Prior Year | 2.0 HK cents per share | | Annual General Meeting Date | August 8, 2025 | | Expected Payment Date | August 28, 2025 | Major Customers and Suppliers This year, the Group experienced high customer and supplier concentration, with the largest customer accounting for 15.9% of total revenue and the top five suppliers representing 84.2% of total procurement costs - The top five customers accounted for 48.1% of total revenue (2024: 49.0%)[109] - The top five suppliers accounted for 84.2% of the total cost of goods and services (2024: 83.8%)[109] Directors' and Major Shareholders' Interests As of March 31, 2025, Chairman Mr. Lo Chun Kit, through his controlled entity LCK Group Limited and personal beneficial ownership, held approximately 74.25% of the company's shares, with LCK Group Limited being the major shareholder Shareholding of Directors and Major Shareholders (As at March 31, 2025) | Name/Entity | Capacity | Total Equity Interest in Ordinary Shares | Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Lo Chun Kit | Controlled Corporation Interest and Beneficial Owner | 356,420,000 | 74.25% | | Ms. Lam Ching Man | Spouse's Interest | 356,420,000 | 74.25% | | LCK Group Limited | Beneficial Owner | 350,640,000 | 73.05% | Continuing Connected Transactions The Group engaged in several continuing connected transactions this year, primarily involving property leases from the controlling shareholder and business dealings with E-Pay Asia Limited, all reviewed and confirmed by independent non-executive directors to be on normal commercial terms and within annual caps - Key continuing connected transactions include property leases from controlling shareholder Mr. Lo and his associates, and business dealings with E-Pay Asia Limited, in which Mr. Lo holds a 90% interest[132] Continuing Connected Transactions with E-Pay Asia (FY2025) | Transaction Type | Annual Cap (HKD) | Actual Amount (HKD) | | :--- | :--- | :--- | | Sales of electronic payment terminals and provision of system support services | 25,000,000 | 15,165,000 | | Business referral fees | 2,500,000 | 1,441,000 | - Independent non-executive directors and the company's auditor have reviewed these transactions, confirming they were approved by the Board, conducted on agreed terms, and did not exceed the annual caps[136][138] Events After Reporting Period Post-reporting period, the Group entered a non-binding MOU on April 16, 2025, for a potential acquisition of shares in Taiwan's Lian Tian Technology Co., Ltd., and appointed Ms. Cheng Wai Sin as an independent non-executive director on May 16, 2025 - On April 16, 2025, a non-legally binding Memorandum of Understanding was entered into regarding the proposed acquisition of certain equity interest in Lian Tian Technology Co., Ltd. in Taiwan[153] - On May 16, 2025, Ms. Cheng Wai Sin was appointed as an independent non-executive director, a member of the Audit Committee, Remuneration Committee, and Nomination Committee[153] Environmental, Social and Governance Report This report details the Group's commitment and performance across environmental, social, and governance aspects, including talent management, supply chain, and environmental protection Workplace (Talent Management and Health and Safety) The Group prioritizes its 81 employees, fostering an ideal work environment with competitive compensation, emphasizing equal opportunity, providing comprehensive training averaging 6 hours per employee, and maintaining a strong safety record with no work-related injuries this year Employee Profile (As at March 31, 2025) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total Employees | 81 | 78 | | Monthly Turnover Rate (Hong Kong) | 0.68% | 0.71% | Employee Training Hours (FY2025) | Employee Category | Number of Employees Trained | Average Training Hours (Hours) | | :--- | :--- | :--- | | Male | 60 | 6 | | Female | 21 | 6 | | Senior Management | 9 | 6 | | Middle Management | 13 | 6 | | General and Technical Staff | 59 | 6 | - For the year ended March 31, 2025, the Group reported no work-related injuries or lost workdays due to work injuries[186] Supply Chain Management, Product Responsibility and Anti-Corruption The Group sources globally from reputable manufacturers, considering ethical and environmental factors, ensures product safety through rigorous testing and certifications, protects customer data and intellectual property, and maintains a strict anti-corruption policy with no related legal cases this year - Suppliers primarily originate from Hong Kong, Mainland China, Taiwan, and Singapore, with the Group considering their business ethics, environmental practices, human rights, and labor practices during selection[187][188] - All electronic payment terminal software complies with acquirer's electronic payment standard acceptance certifications and is Payment Card Industry Data Security Standard (PCI DSS) certified[190] - The Group has established an Anti-Bribery Policy and whistleblowing policy, providing anti-bribery and anti-corruption training to all directors and employees, with no corruption-related legal proceedings during the reporting period[197][198][199] Environmental Protection The Group is committed to reducing its environmental impact, setting 2030 sustainability goals including a 25% reduction in GHG emission intensity and 10% in electricity consumption, and actively promoting paperless operations, resulting in a decrease in per capita paper consumption this year 2030 Environmental Targets and Progress | Category | 2030 Target (Compared to 2025 Baseline) | Latest Progress | | :--- | :--- | :--- | | Carbon Emissions | Reduce greenhouse gas emission intensity per building area by 25% | 2025 target achieved | | Resource Consumption | Reduce electricity consumption per building area by 10% | 2025 target achieved | | Resource Consumption | Reduce water consumption per building area by 5% | 2025 target achieved | | Resource Consumption | Reduce paper consumption per employee by 10% | In progress | Greenhouse Gas Emissions (Tonnes CO2e) | Scope | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Scope 1 (Direct) | 0.94 | 1.30 | 2.99 | | Scope 2 (Indirect) | 71.16 | 66.51 | 67.63 | | Scope 3 (Other Indirect) | 20.88 | – | 5.54 | | Total Emissions | 92.98 | 67.81 | 76.16 | - Per capita paper consumption decreased from 6.54 kg/person in 2024 to 5.86 kg/person in 2025[219] Independent Auditor's Report This report presents the auditor's opinion on the consolidated financial statements and highlights key audit matters, including impairment assessments Audit Opinion and Key Audit Matters KPMG issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, with key audit matters focusing on the impairment assessment of trade receivables and goodwill attributable to E-Pay Technology Services (Macau) Limited - KPMG issued an unmodified opinion on the consolidated financial statements[237] - Key Audit Matter One: Assessment of impairment of trade receivables, involving significant management judgment, particularly in estimating loss rates; as of March 31, 2025, total trade receivables were HKD 30,739,000, with an expected credit loss provision of HKD 4,220,000[239][240] - Key Audit Matter Two: Impairment assessment of goodwill attributable to E-Pay Technology Services (Macau) Limited, involving significant management judgment in determining recoverable amounts; as of March 31, 2025, an impairment loss of HKD 3,563,000 was recognized for this goodwill portion[239][242] Consolidated Financial Statements and Notes This section presents the Group's detailed consolidated financial statements, including the statement of profit or loss, financial position, cash flows, and explanatory notes Consolidated Statement of Profit or Loss For the year ended March 31, 2025, the Group reported revenue of HKD 94.4 million, a 26.1% decrease, with profit for the year significantly declining by 82.3% to HKD 5.6 million due to reduced gross profit and goodwill impairment Consolidated Statement of Profit or Loss Summary | Item (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 94,353 | 127,749 | | Gross Profit | 38,491 | 62,226 | | Operating Profit | 11,302 | 37,770 | | Goodwill Impairment Loss | (3,563) | – | | Profit Before Tax | 7,457 | 37,731 | | Profit for the Year | 5,563 | 31,576 | | Profit attributable to owners of the Company | 5,610 | 31,231 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets decreased by 5.7% to HKD 148.5 million, with a slight increase in non-current assets offset by a significant reduction in current assets due to lower trade receivables, resulting in a 6.4% decrease in total equity Consolidated Statement of Financial Position Summary | Item (HKD '000) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 30,829 | 30,219 | | Current Assets | 117,696 | 127,235 | | Total Assets | 148,525 | 157,454 | | Current Liabilities | 15,119 | 14,969 | | Net Assets/Total Equity | 133,406 | 142,485 | | Total Equity attributable to owners of the Company | 132,352 | 141,335 | Consolidated Statement of Cash Flows For the year ended March 31, 2025, the Group's cash and cash equivalents increased by HKD 22.5 million, driven by HKD 40.2 million net cash from operating activities, offset by net cash outflows from investing and financing activities Consolidated Statement of Cash Flows Summary | Item (HKD '000) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash generated from operating activities | 40,226 | 6,459 | | Net cash used in investing activities | (3,336) | (2,502) | | Net cash used in financing activities | (14,427) | (14,559) | | Net increase/(decrease) in cash and cash equivalents | 22,463 | (10,602) | | Cash and cash equivalents at end of period | 84,800 | 62,525 | Notes to the Consolidated Financial Statements (Selected) The notes detail accounting policies and specific financial items, showing revenue primarily from hardware sales and software services, a decrease in trade receivables but an increase in credit loss provisions, and the acquisition of a 16.7% equity interest in Bonum LLC Segment Revenue (HKD '000) | Segment | 2025 | 2024 | | :--- | :--- | :--- | | Sales of hardware equipment | 23,821 | 40,044 | | System support and software solution services | 70,532 | 87,705 | | Total | 94,353 | 127,749 | Revenue by Geographical Location (HKD '000) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong | 78,716 | 111,067 | | Australia | 6,153 | 7,070 | | Macau | 4,259 | 6,564 | | Other | 5,225 | 3,048 | | Total | 94,353 | 127,749 | - On December 31, 2024, the Group completed the acquisition of a 16.7% equity interest in Bonum LLC, with the total consideration including cash, software, and hardware, and this investment was recognized as an interest in an associate[392] Financial Summary This section provides a five-year overview of the Group's key financial performance indicators, including revenue, profit, assets, and liabilities Five-Year Performance Summary (For the Year Ended March 31) | Item (HKD '000) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 94,353 | 127,749 | 111,347 | 103,735 | 103,967 | | Profit Before Tax | 7,457 | 37,731 | 23,330 | 13,375 | 29,216 | | Profit for the Year | 5,563 | 31,576 | 19,616 | 10,694 | 26,749 | Five-Year Assets and Liabilities Summary (As at March 31) | Item (HKD '000) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 148,525 | 157,454 | 145,303 | 151,847 | 128,264 | | Total Liabilities | (15,119) | (14,969) | (20,350) | (31,511) | (13,812) | | Net Assets | 133,406 | 142,485 | 124,953 | 120,336 | 114,452 |