安领国际(01410) - 2025 - 年度财报

Company Information This section provides fundamental corporate details for ANX International Holdings Limited, including board members, committee compositions, auditors, legal advisors, and stock code - The Board of Directors comprises 3 executive directors (including Chairman and CEO Mr. Liao Rui Ting), 1 non-executive director, and 3 independent non-executive directors[3] - Key committees include the Audit Committee (Chairman: Mr. Ng Tsz Fung), Remuneration Committee (Chairman: Ms. Wong Hung Yuen Yee), Nomination Committee (Chairman: Mr. Chan Siu Ming), and Investment Committee (Chairman: Mr. Liao Rui Ting)[3] - The company's auditor is Deloitte Touche Tohmatsu, and its stock code is 1410[3][4] Five-Year Financial Summary This section outlines ANX International Holdings Limited's key financial data for the past five fiscal years ended March 31, offering a macro view of the Group's performance in results, assets, liabilities, cash flows, and financial ratios Five-Year Performance Summary (HKD thousands) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 734,346 | 625,372 | 577,494 | 525,383 | 410,505 | | Gross Profit | 141,393 | 136,994 | 137,304 | 128,407 | 124,013 | | Profit (Loss) Before Tax | 29,100 | 30,970 | (24,508) | 24,136 | 43,182 | | Profit (Loss) for the Year Attributable to Owners of the Company | 24,547 | 29,713 | (27,478) | 22,789 | 34,739 | Five-Year Assets and Liabilities Summary (HKD thousands) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Non-current Assets | 294,710 | 322,312 | 274,648 | 261,297 | 144,672 | | Current Assets | 599,505 | 585,171 | 374,082 | 279,046 | 240,199 | | Non-current Liabilities | (232,236) | (244,819) | (162,178) | (125,077) | (78,570) | | Current Liabilities | (475,467) | (498,368) | (349,308) | (250,655) | (162,125) | | Net Current Assets | 124,038 | 86,803 | 24,774 | 28,391 | 78,074 | | Net Assets | 186,512 | 164,296 | 137,244 | 164,611 | 144,176 | Five-Year Cash Flow Summary (HKD thousands) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | 66,412 | 13,806 | 23,092 | 19,951 | 34,924 | | Net Cash from (Used in) Investing Activities | 32,893 | (4,505) | (11,368) | (60,961) | (16,819) | | Net Cash from (Used in) Financing Activities | (72,888) | (20,663) | 6,133 | 17,097 | (18,278) | | Net Increase (Decrease) in Cash and Cash Equivalents | 26,417 | (11,362) | 17,857 | (23,913) | (173) | | Cash and Cash Equivalents at Year End | 82,662 | 55,867 | 67,190 | 49,126 | 73,383 | Five-Year Financial Ratios Summary | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Net Profit Margin | 3.3% | 4.8% | N/A | 4.3% | 8.5% | | Return on Equity | 13.2% | 18.4% | N/A | 14.2% | 24.8% | | Return on Total Assets | 2.7% | 3.3% | N/A | 4.2% | 9.0% | | Current Ratio | 1.3 | 1.2 | 1.1 | 1.1 | 1.5 | | Quick Ratio | 1.2 | 1.1 | 1.0 | 1.1 | 1.5 | | Gearing Ratio | 20.4% | 64.9% | 85.3% | 43.4% | 28.1% | | Debt-to-Equity Ratio | Net cash | 30.9% | 36.4% | 13.6% | Net cash | | Interest Coverage Ratio | 7.7 | 7.7 | N/A | 13.3 | 33.1 | | Average Inventory Turnover Days | 13 | 19 | 13.4 | 8.6 | 8.4 | | Average Trade Receivables Turnover Days | 104 | 105 | 75 | 58 | 69 | | Average Trade Payables Turnover Days | 82 | 86 | 56 | 38 | 45 | Chairman's Statement The Chairman's Statement proudly announces record revenue of HK$734.3 million for FY2025, a 17.4% year-on-year increase, driven by strong demand for cybersecurity solutions and a successful transition to a subscription-based business model, with management implementing strategic reviews and measures for sustainable growth amidst rising costs and competition - FY2025 revenue reached a new high of approximately HK$734.3 million, representing a significant increase of approximately 17.4% compared to the previous fiscal year[13] - Strong market demand for high-performance cybersecurity solutions has solidified the company's market position[13] - The successful transition to a subscription-based business model has contributed to a more stable and predictable revenue stream[14] - The management team has comprehensively reviewed business strategies and implemented several key measures to ensure the Group's sustainable growth, addressing rising operating costs and increased competition[13] Management Discussion and Analysis The Management Discussion and Analysis provides a detailed review of the Group's business and financial performance for FY2025, highlighting record revenue driven by strong demand for cybersecurity products and services, and a successful transition to a subscription model Business Review In FY2025, the Group achieved record revenue of HK$734.3 million, a 17.4% year-on-year increase, primarily due to robust demand for cybersecurity products and services and a successful shift to recurring revenue services, with operating profit significantly improving from a loss in FY2024 to a profit in FY2025 - FY2025 revenue reached approximately HK$734.3 million, a year-on-year increase of approximately 17.4%, setting a new historical high[17] - The business model successfully transitioned to a subscription basis, providing a more stable and predictable revenue source[19] - Operating profit improved from a loss of approximately HK$0.4 million in FY2024 to a profit of approximately HK$18.2 million in FY2025 (excluding fair value changes of investments and non-recurring items)[17] - The newly launched online cybersecurity awareness training platform has been well-received, with plans for expansion into the ASEAN market[20] - Strategic investment in HKbitEX Holdings contributed fair value gains of approximately HK$1.0 million from financial assets at fair value through profit or loss in FY2025 (FY2024: approximately HK$32.4 million)[21] Financial Review FY2025 revenue grew 17.4% to HK$734.3 million, driven by cybersecurity demand, while gross profit increased 3.2% but gross margin declined to 19.3% due to rising service costs and market competition FY2025 Key Financial Indicators Changes (HKD thousands) | Indicator | FY2025 | FY2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 734,346 | 625,372 | 108,974 | 17.4% | | Gross Profit | 141,393 | 136,994 | 4,399 | 3.2% | | Gross Profit Margin | 19.3% | 21.9% | -2.6% | - | | Net Other Gains and Losses | 6,330 | 30,092 | (23,762) | -79.0% | | Distribution and Selling Expenses | (38,780) | (41,043) | 2,263 | -5.5% | | Administrative and Other Expenses | (71,084) | (89,274) | 18,190 | -20.4% | | Finance Costs | (4,335) | (4,639) | 304 | -6.6% | | Tax | (4,562) | (2,075) | (2,487) | 119.9% | | Profit for the Year Attributable to Owners of the Company | 24,547 | 29,713 | (5,166) | -17.4% | | Net Cash from Operating Activities | 66,412 | 13,806 | 52,606 | 381.0% | - The decline in gross profit margin was primarily due to increased technical service costs in the cybersecurity services business and relatively lower profit margins in the cybersecurity products business due to market competition pressure[25] - The decrease in net other gains and losses was mainly attributable to a reduction in fair value gains from financial assets at fair value through profit or loss (from HK$32.3 million to HK$1.9 million)[27] - The Board of Directors does not recommend a final dividend for FY2025 to maintain sufficient liquidity for long-term development[34] Liquidity, Financial Resources and Gearing Ratio The Group's liquidity significantly improved, with cash and cash equivalents increasing, bank borrowings substantially decreasing by 83.3%, and the gearing ratio falling from 64.9% to 20.4% Liquidity and Financial Resources (HKD thousands) | Indicator | March 31, 2025 | March 31, 2024 | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 82,700 | 55,900 | 26,800 | 48.0% | | Total Bank Borrowings | 11,800 | 70,500 | (58,700) | -83.3% | | Gearing Ratio | 20.4% | 64.9% | -44.5% | - | | Capital Commitments | None | None | - | - | - The substantial reduction in bank borrowings was primarily due to the repayment of mortgages related to the disposal of Singapore properties and a decrease in invoice financing[35] - As of March 31, 2025, all bank borrowings were secured and guaranteed, bearing interest at floating rates[35] Material Investments The Group's material investments primarily consist of financial assets at fair value through profit or loss, with a significant portion in unlisted preference shares, particularly in HKbitEX Holdings, which contributed HK$1.0 million in fair value gains in FY2025 Material Investments Summary (HKD thousands) | Investment Details | Carrying Amount as of March 31, 2025 | Percentage of Group's Total Assets | | :--- | :--- | :--- | | Total Financial Assets at Fair Value Through Profit or Loss | 50,908 | 5.69% | | －Investment in HKbitEX Holdings (unlisted preference shares) | 46,525 | 5.20% | | －Hong Kong listed equity securities | 4,383 | 0.49% | - The unlisted preference share investment in HKbitEX Holdings contributed fair value gains of approximately HK$1.0 million in FY2025 (FY2024: approximately HK$32.4 million)[41] - The Group intends to dispose of its shares in Tykhe Capital Group Limited (HKbitEX Holdings) in the foreseeable future to maximize returns[41] Connected Transactions On April 26, 2024, the Group disposed of its entire issued share capital in Lion Global Financial Group Limited for a consideration of HK$3.867 million, constituting a connected transaction due to the involvement of Mr. Liao Rui Ting, the Company's Executive Director, CEO, and controlling shareholder, and his wholly-owned company - On April 26, 2024, the entire issued share capital of Lion Global Financial Group Limited was disposed of, with the Group's attributable total consideration being HK$3,867,000[44] - This transaction constituted a connected transaction under the Listing Rules due to the involvement of Mr. Liao Rui Ting, the Company's Executive Director, CEO, and controlling shareholder, and his associates[45] - Following completion, the Group no longer holds any interest in Lion Global Financial Group and its subsidiaries[44] Disposal of Singapore Properties The Group completed the disposal of two properties in Singapore on March 25, 2025, for a total consideration of SGD5.55 million (approximately HK$32.19 million), having granted a purchase option on December 6, 2024 - The disposal of two properties located in Singapore was completed on March 25, 2025, for a total consideration of SGD5,550,000 (equivalent to approximately HK$32,190,000)[48] - Following the disposal, the Group no longer holds any interest in the Singapore properties[48] Other Significant Matters In FY2025, the Group had no other significant acquisitions or disposals beyond those disclosed, maintained no material contingent liabilities, and continued to monitor foreign exchange risk Employee Information and Remuneration Policy | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 115 | 128 | | Staff Costs (HKD thousands) | 78,400 | 93,400 | - During FY2025, the Group had no other material acquisitions or disposals of subsidiaries, associates, and joint ventures[50] - As of March 31, 2025, the Group had no material contingent liabilities[51] - The Group continuously monitors foreign exchange risk but has not adopted hedging financial instruments[52] - As of March 31, 2025, the Group's bank borrowings were secured by properties located in Hong Kong and life insurance contracts entered into with banks[53] Biographies of Directors and Senior Management This section details the personal biographies of the Group's Board of Directors (including executive, non-executive, and independent non-executive directors) and senior management, covering their extensive experience, educational backgrounds, and specific responsibilities within the Group Executive Directors The executive director team comprises Mr. Liao Rui Ting (Chairman and CEO), Mr. Li Chung Kei, and Mr. Lam Tak Ling, with Mr. Liao responsible for overall business development and strategy, Mr. Li for promoting cybersecurity products and services, and Mr. Lam for managing enterprise solutions development - Mr. Liao Rui Ting (Chairman and CEO), 56, has over 30 years of experience in the IT industry, responsible for the Group's overall business development, strategic planning, and major decision-making[55][56] - Mr. Li Chung Kei, 47, has over 20 years of experience in the IT industry, responsible for promoting the Group's cybersecurity products and services[57] - Mr. Lam Tak Ling, 54, has over 23 years of experience in the IT industry, responsible for managing the overall development of enterprise solutions[59] Non-Executive Director Mr. Lo Wai Ho serves as the Group's Non-Executive Director and is one of its founders, possessing over 29 years of IT industry experience and holding positions as a shareholder and director of the controlling shareholder, Success Concept - Mr. Lo Wai Ho, 60, has over 29 years of experience in the IT industry, is one of the Group's founders, and a shareholder and director of Success Concept, the controlling shareholder[60] Independent Non-Executive Directors The independent non-executive directors include Mr. Ng Tsz Fung, Mr. Chan Siu Ming, and Ms. Wong Hung Yuen Yee, each bringing extensive experience in finance, law, and management, respectively, and chairing key board committees - Mr. Ng Tsz Fung, 62, has approximately 31 years of experience in finance and accounting, serving as Chairman of the Audit Committee[62][63] - Mr. Chan Siu Ming, 56, has over 19 years of experience in the legal industry, serving as Chairman of the Nomination Committee[64] - Ms. Wong Hung Yuen Yee, 57, has over 30 years of experience in finance and management, serving as Chairman of the Remuneration Committee[65] Senior Management Senior management includes Ms. Choi Suen Suen (CEO of ANX Technology), Ms. Lo Wai Chee (Head of Group Operations), and Mr. Yuen Chun Fai (Company Secretary and Head of Finance), all possessing extensive experience crucial for the Group's daily operations and strategic implementation - Ms. Choi Suen Suen, 49, has over 18 years of experience in the IT industry, serving as CEO of ANX Technology, responsible for business development, product, and channel strategy planning[67] - Ms. Lo Wai Chee, 45, has over 20 years of experience in the IT industry, serving as Head of Group Operations, responsible for managing the Group's operations[69] - Mr. Yuen Chun Fai, 46, has over 20 years of experience in financial reporting, financial management, and auditing, serving as Company Secretary and Head of Finance[71] Corporate Governance Report The Corporate Governance Report details the Group's adherence to corporate governance practices in FY2025, aiming to establish a robust framework to safeguard shareholder interests, covering board responsibilities, committee operations, diversity, risk management, and investor relations, while disclosing the deviation of the combined Chairman and CEO roles Corporate Governance Practices The Group is committed to establishing sound corporate governance, adopting practices based on the Corporate Governance Code in Appendix C1 of the Listing Rules, and has complied with all code provisions in FY2025, except for the combined roles of Chairman and Chief Executive Officer - The Group's corporate governance practices are based on the Corporate Governance Code set out in Appendix C1 of the Listing Rules[73] - Except for the combined roles of Chairman and Chief Executive Officer (a deviation from Code Provision C.2.1), the Company has complied with the code provisions of the Corporate Governance Code in FY2025[73] Board of Directors The Board of Directors is responsible for the overall leadership and guidance of the company's business, ensuring operational transparency and collective accountability, and playing a leading role in defining the Group's purpose and strategic direction - The Board of Directors is responsible for the overall leadership and guidance of the company's business, promoting its success, and ensuring operational transparency and collective accountability[76] - The Board comprises 3 executive directors, 1 non-executive director, and 3 independent non-executive directors, meeting the requirements of the Listing Rules[82] - The Board conducts annual self-assessments to ensure effective discharge of its duties and arranges additional workshops and training for directors[81] - The dual role of Chairman and Chief Executive Officer held by Mr. Liao Rui Ting constitutes a deviation from Code Provision C.2.1 of the Corporate Governance Code, but the Board believes this strengthens the Group's leadership and enhances overall business planning and decision-making efficiency[95][96] - In FY2025, the Board held 4 meetings, and all directors participated in continuous professional development[89][93] Board Committees The Board has established four committees—Audit, Remuneration, Nomination, and Investment—each with clear written terms of reference and reporting to the Board, playing crucial roles in financial oversight, board composition, remuneration policy, and investment evaluation to ensure governance efficiency and transparency - The Audit Committee comprises 3 independent non-executive directors, with Mr. Ng Tsz Fung as Chairman, responsible for reviewing financial information, internal controls, and risk management systems[98] - The Nomination Committee comprises 1 executive director and 3 independent non-executive directors, with Mr. Chan Siu Ming as Chairman, responsible for reviewing board composition and identifying qualified director candidates[102] - The Remuneration Committee comprises 1 executive director and 3 independent non-executive directors, with Ms. Wong Hung Yuen Yee as Chairman, responsible for making recommendations on the remuneration policy for directors and senior management[103][106] - The Investment Committee comprises 2 executive directors and 1 independent non-executive director, with Mr. Liao Rui Ting as Chairman, responsible for reviewing and evaluating potential investment projects[108][109] - In FY2025, the Audit Committee held 3 meetings, while the Nomination Committee, Remuneration Committee, and Investment Committee each held 1 meeting[93][99][103][107][109] Board Diversity Policy The Group adopted a Board Diversity Policy in 2019 to ensure the Board possesses the necessary skills, experience, and diverse perspectives, including gender, age, cultural, and educational backgrounds, and is committed to actively seeking gender balance despite not having specific numerical targets - The Board Diversity Policy was adopted on January 9, 2019, considering factors such as gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service[110] - While no numerical targets are currently set for gender diversity on the Board, the company is committed to actively seeking to ensure an appropriate diverse composition of the Board[112] - As of March 31, 2025, males constituted approximately 63.5% and females approximately 36.5% of the Group's workforce, including senior management[113] Board Nomination Policy The Group has adopted a Nomination Policy outlining clear criteria and procedures for selecting director candidates, emphasizing integrity, business experience, time commitment, diversity (including gender, age, and background), professional qualifications, and independence, with the Nomination Committee leading the process to enhance board diversity - Selection criteria include reputation for integrity, business achievements and experience, time commitment, diversity (gender, age, cultural, educational background, professional experience, skills, and length of service), qualifications, and independence[116] - The nomination process involves the Nomination Committee identifying potential candidates, providing their curriculum vitae details, and making recommendations on appointment terms and conditions[118] - The Nomination Committee should ensure that recommended candidates will enhance the Board's diversity, with particular attention to gender balance[118] Dividend Policy The Group adopted a Dividend Policy in 2019, where the Board considers various factors when declaring and paying dividends, including the Group's financial position, cash flow, business conditions, operational performance, funding needs, shareholder interests, economic environment, and any payment restrictions - The Dividend Policy was adopted on January 9, 2019[117] - Factors considered by the Board include financial position, cash flow, business conditions and strategy, operations and profitability, funding needs and expenditure plans, shareholder interests, economic environment, and payment restrictions[117] Company Secretary Mr. Yuen Chun Fai, appointed Company Secretary in June 2020, supports the Board, facilitates information exchange, provides corporate governance advice, and arranges director induction and professional training, having met all Listing Rules' qualification, experience, and training requirements, including over 15 hours of professional training in FY2025 - Mr. Yuen Chun Fai was appointed Company Secretary on June 1, 2020[119] - Mr. Yuen has complied with all qualification, experience, and training requirements stipulated by the Listing Rules, having received no less than 15 hours of professional training in FY2025[119] Accountability and Audit The Board affirms its responsibility for preparing true and fair consolidated financial statements and safeguarding assets, with external auditor Deloitte Touche Tohmatsu conducting the audit, and has fulfilled its corporate governance functions, ensuring directors' compliance with securities dealing standards Auditor's Remuneration (HKD thousands) | Service Type | 2025 | 2024 | | :--- | :--- | :--- | | Audit Services | 1,692 | 1,892 | | Non-Audit Services | 96 | 124 | - The directors confirm their responsibility for preparing consolidated financial statements that present a true and fair view of the Group's affairs, results, and cash flows[120] - The external auditor is Deloitte Touche Tohmatsu[121][122] - The Board has performed its corporate governance functions, including formulating policies, monitoring training, and reviewing compliance and codes of conduct[124] - All directors have confirmed their compliance with the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules for FY2025 and up to the report date[125] Risk Management and Internal Control The Group has established a risk management organizational structure comprising the Board, Audit Committee, and Risk Management Team to identify, assess, and manage significant risks, with internal audit functions assisted by Arbor Risk Management Limited, and the Board deems the FY2025 risk management and internal control systems effective and adequate - The Group has established a risk management organizational structure, comprising the Board, Audit Committee, and Risk Management Team, responsible for overseeing the design, implementation, and monitoring of the overall effectiveness of the risk management and internal control systems[127] - The Group appointed Arbor Risk Management Limited to conduct annual reviews of internal control systems to assist in identifying and assessing risks and evaluating system effectiveness[127][128] - The Board considers the Group's risk management and internal control systems to be effective and adequate[127] - The Group adopted an inside information disclosure policy in 2017 to ensure the confidentiality and timely disclosure of inside information[130][131] Investor Relations The Board values investor relations, encouraging shareholder participation in general meetings and ensuring fair and comprehensive reporting of the Group's performance, with multiple communication channels established to enhance engagement with shareholders and investors - The Board values investor relations, encourages shareholders to attend general meetings, and is committed to fully addressing shareholder inquiries[133] - Shareholders may submit inquiries to the Board in writing at any time and have the right to convene an extraordinary general meeting (holding not less than one-tenth of the paid-up share capital)[135][136] - The Group maintains continuous communication with shareholders through corporate communications (annual reports, interim reports, circulars), announcements on the Stock Exchange and company website, and general meetings[139] - The shareholder communication policy ensures that shareholders and general investors receive timely, comprehensive, and identical information about the Group[141] Directors' Report The Directors' Report outlines the Group's principal activities, financial performance, board composition, remuneration policy, equity disclosures, related party transactions, risk management, and corporate social responsibility for FY2025, emphasizing developments in cybersecurity product distribution, services, and digital asset financial services, while confirming compliance with corporate governance, environmental policies, and legal regulations Business Overview The Group primarily engages in the distribution of cybersecurity products and provision of cybersecurity services, as well as digital asset financial services and investment businesses in Hong Kong, Macau, the People's Republic of China, and Singapore - The Group primarily engages in the distribution of cybersecurity products and provision of cybersecurity services, as well as digital asset financial services and investment businesses in Hong Kong, Macau, the People's Republic of China, and Singapore[145] Financial Performance This section provides an overview of the Group's FY2025 performance and references the five-year financial summary, with the Board deciding against a final dividend to preserve liquidity for long-term development, and briefly describes changes in property and equipment, share capital, principal subsidiaries, pre-emptive rights, and reserves - The Group's FY2025 results are presented in the consolidated statement of profit or loss and other comprehensive income[149] - The Board does not recommend a final dividend for FY2025 to maintain sufficient liquidity for long-term development[149] - As of March 31, 2025, the Company's total distributable reserves were approximately HK$101,837,000 (2024: approximately HK$91,117,000)[155] Major Customers and Suppliers In FY2025, the Group's largest customer accounted for 10.4% of total revenue, and the top five customers for 36.7%, while the largest supplier accounted for 27.2% of total purchases, and the top five suppliers for 75.0% FY2025 Major Customers and Suppliers Proportions | Category | FY2025 | FY2024 | | :--- | :--- | :--- | | Largest Customer as % of Total Revenue | 10.4% | 9.9% | | Top Five Customers as % of Total Revenue | 36.7% | 35.0% | | Largest Supplier as % of Total Purchases | 27.2% | 29.5% | | Top Five Suppliers as % of Total Purchases | 75.0% | 76.8% | - There were no material or significant disputes between the Group and its suppliers, customers, or other stakeholders[159] Board of Directors and Management This section lists the directors in office for FY2025 and up to the report date, noting that Mr. Liao Rui Ting, Mr. Ng Tsz Fung, and Ms. Wong Hung Yuen Yee will retire by rotation at the 2025 Annual General Meeting and are eligible for re-election - Mr. Liao Rui Ting, Mr. Ng Tsz Fung, and Ms. Wong Hung Yuen Yee will retire at the 2025 Annual General Meeting and are eligible for re-election[160] - All directors' service contracts have been reviewed and approved by the Nomination Committee[163] - Directors' remuneration is determined by the Remuneration Committee with reference to the Group's operating results, individual performance, and market data[164] - There were no management and administration contracts concerning the whole or any substantial part of the Group's business in FY2025[167] - Save for the disclosed related party transactions, directors had no direct or indirect material interests in any significant transactions, arrangements, or contracts[168] Equity Disclosure This section discloses the interests and short positions of directors, chief executives, substantial shareholders, and other persons in the Company's shares and underlying shares as of March 31, 2025, in compliance with the Securities and Futures Ordinance and Listing Rules Directors' Long Positions in Shares (March 31, 2025) | Director Name | Capacity/Nature of Interest | Approximate Percentage of Shareholding | | :--- | :--- | :--- | | Mr. Liao Rui Ting | Interest of controlled corporation and beneficial owner | 57.31% | | Mr. Lo Wai Ho | Interest of controlled corporation | 56.76% | | Mr. Lam Tak Ling | Interest of controlled corporation | 2.24% | | Mr. Li Chung Kei | Interest of controlled corporation | 1.96% | Substantial Shareholders and Other Persons' Long Positions in Shares (March 31, 2025) | Name/Company Name | Capacity/Nature of Interest | Approximate Percentage of Shareholding | | :--- | :--- | :--- | | Success Concept International Group Limited | Beneficial owner | 56.76% | | Ms. Cheng Chui Ying (Spouse of Mr. Liao) | Spouse's interest | 57.31% | | Ms. Luen Fai (Spouse of Mr. Lo) | Spouse's interest | 56.76% | - Mr. Liao Rui Ting holds 5,500,000 share options, representing approximately 0.55% of the issued share capital[169][170] Related Party Transactions and Connected Transactions This section refers to the Group's significant related party transactions entered into during FY2025 (detailed in Note 34 to the consolidated financial statements) and connected transactions (detailed in the "Connected Transactions" section of the Management Discussion and Analysis), confirming that these transactions do not constitute connected transactions or continuing connected transactions under Chapter 14A of the Listing Rules - Details of significant related party transactions are set out in Note 34 to the consolidated financial statements and do not constitute connected transactions or continuing connected transactions under Chapter 14A of the Listing Rules[174] - Details of connected transactions are set out in the "Connected Transactions" section within the "Management Discussion and Analysis"[175] Permitted Indemnity Provision In accordance with the Company's Articles of Association, directors and officers will be indemnified by the Company's assets against liabilities, costs, and losses incurred in the performance of their duties, except for fraud or dishonesty, and the Company has purchased appropriate liability insurance for them - Directors and officers will be indemnified by the Company's assets against liabilities, costs, and losses incurred in the performance of their duties, except for fraud or dishonesty[176] - The Company has purchased appropriate directors' and officers' liability insurance for its directors and officers[176] Competing Interests and Non-Competition Undertaking This section confirms that as of FY2025 and up to the report date, no director had any interests competing with the Group's business, and the controlling shareholders have executed a non-competition undertaking, confirming compliance with all commitments since the listing date - As of FY2025 and up to the report date, the directors were not aware of any business or interests that compete or may compete with the Group's business[178] - The controlling shareholders (Mr. Liao Rui Ting, Mr. Lo Wai Ho, and Success Concept International Group Limited) have executed a non-competition undertaking and confirmed compliance with all commitments[179] Share Award Scheme The Group adopted a Share Award Scheme on September 1, 2020, revised on September 5, 2023, to comply with Listing Rules, aiming to recognize contributions, incentivize, and attract talent, with an authorized limit of 10% of total issued shares - The Share Award Scheme was adopted on September 1, 2020, and revised on September 5, 2023, to comply with the Listing Rules[180] - The scheme's authorized limit is 101,225,700 shares, representing approximately 10% of the total issued share capital as of the report date[181][183] - No shares were granted, allotted, issued, vested, cancelled, or lapsed under the Share Award Scheme during FY2025[185] - The Share Award Scheme is valid and effective for a period of ten years from its adoption date, with approximately five years remaining[183] Share Option Scheme The Group adopted a Share Option Scheme on March 23, 2017, to reward and incentivize participants, valid for 10 years until March 22, 2027, with exercise prices not lower than specific market prices Summary of Share Option Movements (March 31, 2025) | Grantee | Outstanding as of April 1, 2024 | Granted during the year | Exercised during the year | Cancelled/Forfeited during the year | Lapsed during the year | Outstanding as of March 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Directors | 5,500,000 | – | – | – | – | 5,500,000 | | Total Employees | 6,809,000 | – | – | (4,852,000) | (1,957,000) | – | | Total | 12,309,000 | – | – | (4,852,000) | (1,957,000) | 5,500,000 | - The Share Option Scheme was adopted on March 23, 2017, and is valid for 10 years until March 22, 2027[187][191] - The exercise price of share options shall not be less than the highest of the closing price of the shares on the offer date, the average closing price for the five business days immediately preceding the offer date, and the nominal value of the shares[189] - During FY2025, save as disclosed above, no share options were granted, vested, exercised, cancelled, forfeited, or lapsed under the Share Option Scheme[194] Equity-Linked Agreements This section confirms that, apart from the Share Award Scheme and Share Option Scheme, the Group did not enter into or have any other equity-linked agreements in existence during FY2025 - Apart from the Share Award Scheme and Share Option Scheme, the Company did not enter into any equity-linked agreements during FY2025, and no equity-linked agreements were in existence at the end of FY2025[196] Purchase, Sale or Redemption of the Company's Listed Securities This section confirms that neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during FY2025 and up to the report date - During FY2025 and up to the date of this report, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities[197] Sufficiency of Public Float This section confirms that the Company maintained a sufficient public float of 25% of its total issued share capital as of the report date, in accordance with Listing Rule 13.35 - As of the date of this annual report, the Company has maintained a sufficient public float of 25% of its total issued share capital in accordance with Listing Rule 13.35[198] Other Reporting Matters This section reiterates the Group's compliance with corporate governance practices, environmental policies, and legal regulations, outlining key risks and uncertainties such as reliance on vendor authorizations, product quality, project revenue volatility, cost overruns, credit risk, licensing uncertainties, potential liabilities, currency fluctuations, and share dilution effects - The Group is committed to operating in compliance with applicable environmental laws and protecting the environment by minimizing negative impacts[200] - The Group has complied with the material requirements of the Listing Rules, the Securities and Futures Ordinance, and the Companies Act of the Cayman Islands[202] - Key risks and uncertainties include reliance on vendor authorizations, product quality, project revenue volatility, cost overruns, customer credit risk, licensing uncertainties, potential liabilities, currency fluctuations, and share dilution effects[203][206] - The Group highly values and diligently fulfills its social responsibilities, promoting harmonious interaction between the company and society[204] - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and discussed audit, accounting policies, and financial reporting matters[205] - The Company has received annual confirmations of independence from each independent non-executive director and considers all independent non-executive directors to be independent[207] - Deloitte Touche Tohmatsu, the Company's auditor, will be proposed for re-appointment at the 2025 Annual General Meeting[208] Independent Auditor's Report Deloitte Touche Tohmatsu issued an unqualified opinion on ANX International Holdings Limited's consolidated financial statements, confirming they present a true and fair view of the Group's financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance disclosure requirements - The auditor, Deloitte Touche Tohmatsu, issued an unqualified opinion on the consolidated financial statements[211] - A key audit matter is the impairment assessment of exclusive rights, involving significant management judgments and assumptions in determining the value in use of the cash-generating unit[213][214] - The auditor's procedures included understanding the impairment assessment process, evaluating the reliability of cash flow forecasts, assessing the reasonableness of the pre-tax discount rate and long-term growth rate, and performing sensitivity analysis[215] - The auditor's responsibilities include identifying and assessing risks of material misstatement, understanding internal controls, evaluating the appropriateness of accounting policies and estimates, and concluding on going concern ability[221][222] Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents ANX International Holdings Limited's consolidated financial performance for the year ended March 31, 2025, showing revenue growth and a slight increase in gross profit, but a decrease in profit for the year attributable to owners of the Company due to a significant reduction in net other gains and losses Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 734,346 | 625,372 | | Cost of Sales or Services | (592,953) | (488,378) | | Gross Profit | 141,393 | 136,994 | | Other Income | 1,587 | 885 | | Net Other Gains and Losses | 6,330 | 30,092 | | Distribution and Selling Expenses | (38,780) | (41,043) | | Administrative and Other Expenses | (71,084) | (89,274) | | Profit Before Tax | 29,100 | 30,970 | | Tax | (4,562) | (2,075) | | Profit for the Year | 24,538 | 28,895 | | Profit for the Year Attributable to Owners of the Company | 24,547 | 29,713 | | Basic Earnings Per Share (HK cents) | 2.44 | 2.94 | Consolidated Statement of Financial Position This statement presents ANX International Holdings Limited's consolidated financial position as of March 31, 2025, showing a decrease in non-current assets, a slight increase in current assets, and a significant reduction in current liabilities, leading to a substantial improvement in net current assets Consolidated Statement of Financial Position Summary (HKD thousands) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 294,710 | 322,312 | | Current Assets | 599,505 | 585,171 | | Current Liabilities | (475,467) | (498,368) | | Net Current Assets | 124,038 | 86,803 | | Total Assets Less Current Liabilities | 418,748 | 409,115 | | Non-current Liabilities | (232,236) | (244,819) | | Net Assets | 186,512 | 164,296 | | Equity Attributable to Owners of the Company | 186,512 | 161,776 | | Total Equity | 186,512 | 164,296 | Consolidated Statement of Changes in Equity This statement outlines ANX International Holdings Limited's consolidated equity changes for the year ended March 31, 2025, showing an increase in total equity due to profit for the year and exchange differences, alongside transfers to retained earnings from lapsed or cancelled share options, and a reduction in non-controlling interests from subsidiary disposal Consolidated Statement of Changes in Equity Summary (HKD thousands) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Equity at Beginning of Year | 164,296 | 137,244 | | Profit (Loss) for the Year | 24,538 | 28,895 | | Other Comprehensive Income for the Year | 189 | 630 | | Transfer to Retained Earnings upon Lapse or Cancellation of Share Options | – | – | | Disposal of a Subsidiary | (2,511) | – | | Total Equity at End of Year | 186,512 | 164,296 | - Transfer to retained earnings upon lapse or cancellation of share options was HK$2,525 thousand[229] - Disposal of a subsidiary resulted in a decrease in non-controlling interests of HK$2,511 thousand[229] Consolidated Statement of Cash Flows This statement presents ANX International Holdings Limited's consolidated cash flows for the year ended March 31, 2025, showing a significant 381.0% increase in net cash from operating activities, a shift from net outflow to net inflow in investing activities, and an increase in net cash outflow from financing activities Consolidated Statement of Cash Flows Summary (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 66,412 | 13,806 | | Net Cash from (Used in) Investing Activities | 32,893 | (4,505) | | Net Cash Used in Financing Activities | (72,888) | (20,663) | | Net Increase (Decrease) in Cash and Cash Equivalents | 26,417 | (11,362) | | Cash and Cash Equivalents at Year End | 82,662 | 55,867 | - Net cash from operating activities significantly increased by 381.0%, primarily due to improved working capital movements[231] - Investing activities shifted from a net outflow to a net inflow, mainly due to proceeds from the disposal of property and equipment of HK$31,611 thousand[232] - Net cash used in financing activities increased, primarily due to the repayment of bank borrowings of HK$58,770 thousand[232] Notes to the Consolidated Financial Statements The Notes to the Consolidated Financial Statements provide detailed explanations and supplementary information for each item in the Group's financial statements, covering accounting policies, estimation uncertainties, asset and liability composition, revenue and expense breakdowns, risk management strategies, related party transactions, and equity incentive plans 1. General Information This note provides basic information about ANX International Holdings Limited, including its registration in the Cayman Islands, listing on the Hong Kong Stock Exchange, role as an investment holding company, and functional currency in Hong Kong Dollars - ANX International Holdings Limited is incorporated in the Cayman Islands, and its shares are listed on the Main Board of The Stock Exchange of Hong Kong (Stock Code: 1410)[233] - The Company acts as an investment holding company, and its functional currency is Hong Kong Dollars[233][234] 2. Application of New and Amended Hong Kong Financial Reporting Standards This note explains that the Group first applied several amended Hong Kong Financial Reporting Standards in FY2025, which had no material impact on the financial position or performance for the current and prior years, and lists new and amended standards issued but not yet effective, with HKFRS 18 expected to affect future financial statement presentation and disclosure - The application of amended Hong Kong Financial Reporting Standards in the current year had no material impact on the Group's financial position or performance for the current and prior years[235] - HKFRS 18 "Presentation and Disclosure in Financial Statements" (effective for annual periods beginning on or after January 1, 2027) is expected to affect the presentation and disclosure of the statement of profit or loss in future financial statements[237][238] 3. Basis of Preparation of Consolidated Financial Statements This note clarifies that the consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance[239] - The Board has prepared the consolidated financial statements on a going concern basis, as the Group is expected to have sufficient resources to continue operations in the foreseeable future[239] 4. Significant Accounting Policies This note details the Group's significant accounting policies, covering key areas such as goodwill, revenue from customer contracts, leases (as lessee), foreign currency translation, borrowing costs, government grants, retirement benefit costs, short-term employee benefits, share-based payment transactions, taxation, property and equipment, intangible assets acquired in business combinations, impairment of assets, and the classification, measurement, and impairment assessment of financial instruments - Goodwill is stated at cost less accumulated impairment losses and is tested for impairment annually[240] - Revenue recognition is based on performance obligations in customer contracts, which can be recognized over time or at a point in time[241] - Lease liabilities are recognized at the present value of outstanding lease payments, and right-of-use assets are measured at cost less accumulated depreciation and impairment losses[242][246] - Financial assets are classified as measured at amortized cost or at fair value through profit or loss, and impairment is assessed based on the Expected Credit Loss (ECL) model[274][275][280] - Share-based payment transactions (such as share options) are measured at fair value on the grant date and expensed over the vesting period[259] 5. Key Sources of Estimation Uncertainty This note clarifies the key estimation uncertainties involved in preparing the Group's financial statements, including the impairment assessment of exclusive rights, fair value measurement of unlisted equity investments, inventory provisions, and estimated impairment of trade receivables and contract assets - The impairment assessment of exclusive rights (carrying amount of approximately HK$26,177,000) involves significant judgment and estimation of future cash flows and discount rates for the cash-generating unit[298] - The fair value measurement of unlisted equity investments (approximately HK$46,525,000) uses a Level 3 fair value measurement approach, involving significant unobservable inputs[299] - Inventory provisions (approximately HK$844,000) are based on an assessment of net realizable value, considering slow-moving inventory and estimated selling costs[300] - The estimated impairment of trade receivables and contract assets involves a high degree of estimation uncertainty, with expected loss rates adjusted based on historical data and forward-looking information[301] 6. Revenue This note details the Group's revenue composition for FY2025, totaling HK$734.3 million, primarily from cybersecurity product and service businesses, with revenue recognized over time and at a point in time, and explains performance obligations and transaction price allocation for various customer contracts Revenue by Type of Goods or Services (HKD thousands) | Type of Goods or Services | 2025 | 2024 | | :--- | :--- | :--- | | Cybersecurity Product Business | 310,034 | 277,419 | | Cybersecurity Services Business | 424,312 | 347,879 | | Digital Asset Financial Services and Investment Business | – | 74 | | Total Revenue | 734,346 | 625,372 | Revenue by Timing of Recognition (HKD thousands) | Timing of Revenue Recognition | 2025 | 2024 | | :--- | :--- | :--- | | Over Time | 424,312 | 347,953 | | At a Point in Time | 310,034 | 277,419 | | Total Revenue | 734,346 | 625,372 | - Revenue from the procurement of cybersecurity products is recognized when control of the products is transferred to the customer[305] - Revenue from providing technical implementation services and maintenance and support services is recognized on a straight-line basis over the service period[306][307] - The transaction price allocated to remaining performance obligations (maintenance and support services) was HK$517,691 thousand in 2025, with HK$306,208 thousand expected to be recognized within one year[309] 7. Segment Information This note provides an analysis of the Group's revenue, results, assets, and liabilities by reportable segments (cybersecurity product business, cybersecurity services business, and digital asset financial services and investment business), along with geographical revenue and non-current asset breakdowns, and major customer contributions Segment Revenue and Results (FY2025, HKD thousands) | Segment | Revenue | Results | | :--- | :--- | :--- | | Cybersecurity Product Business | 310,034 | 43,188 | | Cybersecurity Services Business | 424,312 | 92,194 | | Digital Asset Financial Services and Investment Business | – | 1,322 | | Total | 734,346 | 136,704 | Segment Assets and Liabilities (March 31, 2025, HKD thousands) | Segment | Assets | Liabilities | | :--- | :--- | :--- | | Cybersecurity Product Business | 178,096 | 83,531 | | Cybersecurity Services Business | 495,193 | 561,312 | | Digital Asset Financial Services and Investment Business | 50,908 | 164 | | Unallocated | 170,018 | 62,696 | | Consolidated Total | 894,215 | 707,703 | Geographical Revenue (FY2025, HKD thousands) | Region | Revenue | | :--- | :--- | | Hong Kong | 675,925 | | Macau | 33,934 | | Mongolia | 10,725 | | China (excluding Hong Kong and Macau) | 4,464 | | Singapore | 8,974 | | Others | 324 | | Total | 734,346 | - In FY2025, the largest customer contributed 10.4% of the Group's total revenue[320] 8. Other Income This note details the Group's other income for FY2025, primarily comprising bank interest income, interest income from life insurance contract deposits, and rental deposit interest income Other Income Details (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Bank Interest Income | 556 | 181 | | Interest Income from Life Insurance Contract Deposits | 528 | 519 | | Interest Income from Rental Deposits | 165 | 185 | | Others | 338 | – | | Total | 1,587 | 885 | 9. Net Other Gains and Losses This note details the Group's net other gains and losses for FY2025, totaling HK$6.330 million, a significant decrease from FY2024, primarily due to a substantial decline in fair value gains from financial assets at fair value through profit or loss, partially offset by gains from the disposal and write-off of property and equipment Net Other Gains and Losses Details (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Foreign Exchange Gains | 2 | 7 | | Net Gains (Losses) on Disposal and Write-off of Property and Equipment | 4,383 | (23) | | Fair Value Gains from Financial Assets at Fair Value Through Profit or Loss | 1,945 | 32,306 | | Revaluation Loss on Intangible Assets | – | (521) | | Impairment Loss on Intangible Assets | – | (1,677) | | Total | 6,330 | 30,092 | - Fair value gains from financial assets at fair value through profit or loss significantly decreased from HK$32.306 million in FY2024 to HK$1.945 million in FY2025[323] - FY2025 recorded gains of HK$4.383 million from the disposal and write-off of property and equipment, compared to a loss in FY2024[323] 10. Finance Costs This note lists the Group's finance costs for FY2025, primarily comprising interest on bank borrowings and lease liabilities, totaling HK$4.335 million, a slight decrease from FY2024 Finance Costs Details (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest on Bank Borrowings | 2,682 | 2,524 | | Interest on Lease Liabilities | 1,653 | 2,115 | | Total | 4,335 | 4,639 | 11. Taxation This note provides details of the Group's tax expense for FY2025, primarily Hong Kong profits tax, totaling HK$4.562 million, a significant increase from FY2024, and reconciles the annual tax with profit before tax, disclosing unutilized tax losses and recognized deferred tax assets Tax Expense Details (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong Profits Tax | 5,652 | 3,633 | | Over-provision in Prior Years: Hong Kong Profits Tax | (266) | (34) | | Deferred Tax Credit | (824) | (1,524) | | Total | 4,562 | 2,075 | - Hong Kong profits tax is levied under a two-tiered system, with eligible entities taxed at 8.25% on the first HK$2 million of profits and 16.5% on the remainder[325] - As of March 31, 2025, the Group estimated unutilized tax losses of approximately HK$118,468,000, of which deferred tax assets were recognized for approximately HK$26,115,000[327] 12. Profit for the Year This note lists the major expenses deducted or included in the calculation of profit for the year, including staff costs, auditor's remuneration, cost of inventories, depreciation of property and equipment, amortization of intangible assets, and net impairment losses under the expected credit loss model Major Items in Profit for the Year Calculation (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Total Staff Costs | 78,372 | 93,404 | | Total Auditor's Remuneration | 1,788 | 2,016 | | Cost of Inventories Recognized as Expense | 274,212 | 236,838 | | Depreciation of Property and Equipment | 17,512 | 20,577 | | Amortization of Intangible Assets | 2,618 | 2,618 | | Net Impairment Losses under Expected Credit Loss Model | 6,011 | 2,045 | - Total staff costs decreased from HK$93.404 million in FY2024 to HK$78.372 million in FY2025[328] - Net impairment losses under the expected credit loss model increased from HK$2.045 million in FY2024 to HK$6.011 million in FY2025[328] 13. Directors' and Employees' Emoluments This note details the composition of directors' and employees' emoluments for FY2025, including salaries, allowances, share-based expenses, performance-related bonuses, and retirement benefit scheme contributions, showing a decrease in total directors' emoluments and categorized remuneration ranges for the five highest-paid individuals Total Directors' Emoluments (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Directors' Fees | 972 | 972 | | Salaries, Allowances and Other Benefits | 6,215 | 9,400 | | Equity-settled Share-based Expenses | – | 181 | | Performance-related Bonuses | 1,861 | 3,392 | | Retirement Benefit Scheme Contributions | 236 | 287 | | Total | 9,284 | 14,232 | Emoluments of Five Highest-Paid Individuals (Excluding Directors) (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Salaries, Allowances and Other Benefits | 6,150 | 1,925 | | Performance-related Bonuses | 5,613 | 632 | | Retirement Benefit Scheme Contributions | 211 | 65 | | Total | 11,974 | 2,622 | - In FY2025, the Company did not pay any emoluments to any director as compensation for joining or leaving[332] 14. Dividends This note confirms that no dividends were proposed to ordinary shareholders for the years ended March 31, 2025, and 2024 - No dividends were proposed to ordinary shareholders of the Company for the years ended March 31, 2025, and 2024[335] 15. Earnings Per Share This note calculates the basic and diluted earnings per share for the year ended March 31, 2025, with both basic and diluted earnings per share at 2.44 HK cents, as share options had no dilutive effect due to their exercise price being higher than the average market price of the Company's shares Earnings Per Share Calculation Summary | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit for the Year Attributable to Owners of the Company (HKD thousands) | 24,547 | 29,713 | | Weighted Average Number of Ordinary Shares for Basic EPS (thousands) | 1,004,217 | 1,011,449 | | Basic Earnings Per Share (HK cents) | 2.44 | 2.94 | | Weighted Average Number of Ordinary Shares for Diluted EPS (thousands) | 1,004,217 | 1,013,739 | | Diluted Earnings Per Share (HK cents) | 2.44 | 2.93 | - In FY2025, share options had no dilutive effect as their exercise pr