大森控股(01580) - 2025 - 年度财报

Table of Contents This annual report's table of contents outlines key sections including definitions, company information, chairman's report, management discussion and analysis, and consolidated financial statements Definitions This section defines key terms and abbreviations used in the annual report, covering company entities, geographical areas, and regulatory bodies for clear understanding - The 'Company' refers to Da Sen Holdings Group Limited, with its subsidiaries collectively known as the 'Group'[5] - 'China' or 'Mainland China' refers to the People's Republic of China[5] - The 'Stock Exchange' refers to The Stock Exchange of Hong Kong Limited[6] Company Information This section provides the company's basic registration details, board composition, company secretary, external auditor, registered office, and stock code - The Board of Directors comprises two executive directors, one non-executive director, and three independent non-executive directors[8] - The Company Secretary is Mr. Lau Chung Wai (appointed on June 1, 2025)[8] - The external auditor is Tianjian International Certified Public Accountants Limited[9] Chairman's Report The Chairman's Report highlights a challenging FY2025 with thin plywood margins, prompting cost control and scale reduction, while overall revenue and gross profit increased due to high-margin referral services - FY2025 was challenging, impacted by global macroeconomic factors[11] - Plywood product business had thin margins, leading the Group to plan scale reduction and cost control[11] - Group revenue and gross profit increased in FY2025, primarily from high-margin plywood-related referral and service income[11] Directors and Senior Management This section details the biographies, responsibilities, and appointment changes of the company's Board of Directors and senior management, including executive, non-executive, and independent non-executive directors - Mr. Sun Yongtao serves as Chairman and Independent Non-executive Director, with over thirty years of finance and accounting experience[13] - Mr. Wong Tsz Pan is an Executive Director, responsible for managing the Hong Kong office and IT systems, with extensive experience in project investment and management[14][17] - Dr. Leung Ka Wah was appointed Non-executive Director on November 11, 2024, bringing diverse experience in AI technology and market investment[20] Management Discussion and Analysis This section reviews the Group's FY2025 business and financial performance, highlighting significant revenue growth driven by plywood-related referral services, improved gross profit despite lower margins, and reduced expenses through cost and credit risk management, with ongoing efforts to address liquidity and going concern uncertainties Business Review The Group's core businesses include plywood products, referral services, leasing, and agricultural product trading, with high-margin plywood referral services expanding in Thailand and Dongguan, while agricultural trade scaled back due to rising costs - The Group primarily engages in plywood product business and related referral services, leasing activities, and agricultural product trading[29] - The plywood business expanded high-margin referral services through strategic alliances with partner factories, generating referral income from projects in Rayong, Thailand, and Dongguan, China[30][31] FY2025 Revenue Contribution by Business Segment | Business Segment | Revenue Contribution (%) | | :------------------------- | :----------------------- | | Plywood and Related Services | 56.2% | | Leasing Activities | 11.0% | | Agricultural Product Trading | 32.8% | Financial Review In FY2025, consolidated revenue grew 87.1% to RMB 21.7 million, driven by plywood referral services, with gross profit up 34.6% to RMB 14.2 million despite a lower margin due to agricultural trade. Selling and administrative expenses and expected credit loss provisions significantly decreased, narrowing the loss for the year by 90.3%, while the debt-to-asset ratio rose to 350% and total borrowings increased due to reclassification of convertible bonds FY2025 Key Financial Indicators Comparison | Indicator | FY2025 (RMB million) | FY2024 (RMB million) | Y-o-Y Change | | :-------------------------------------------- | :------------------- | :------------------- | :----------- | | Consolidated Revenue | 21.7 | 11.6 | +87.1% | | Consolidated Gross Profit | 14.2 | 10.5 | +34.6% | | Gross Profit Margin | 65.1% | 90.5% | -25.4pp | | Selling and Administrative Expenses | 7.6 | 17.1 | -55.5% | | Net Expected Credit Loss Provision | 12.2 | 31.7 | -61.5% | | Finance Costs | 3.0 | 3.9 | -23.1% | | Total Comprehensive Expense Attributable to Owners of the Company | 6.4 | 65.9 | -90.3% | | Basic Loss Per Share | 0.59 cents | 7.17 cents | -91.8% | - The debt-to-asset ratio increased from 250% in FY2024 to 350% in FY2025[43] - Cash and cash equivalents increased from RMB 1.0 million to RMB 9.5 million, primarily reflecting additional funds raised from new borrowings in China[45] - Total borrowings increased to RMB 34.4 million, mainly reflecting redeemed convertible bonds reclassified as other loans in FY2025[48][49] - The Board does not recommend paying a final dividend for FY2025 to shareholders[58] Further Details on Impairment Provisions This section details the Group's impairment provision methodology for trade receivables, with accumulated expected credit loss provisions increasing to RMB 166.0 million in FY2025, based on debtor repayment ability, aging, historical loss rates, and forward-looking macroeconomic factors - In FY2025, accumulated expected credit loss provisions for trade receivables totaled RMB 166.0 million, an increase of RMB 11.1 million from FY2024[63] - Impairment assessment considers indicators such as debtors' inability to meet repayment plans or contractual obligations[65] - The assessment methodology combines historical loss rates, forward-looking macroeconomic factors, probability of default, and loss given default rates[66] Directors' Report The Directors' Report presents the audited financial statements for the year ended March 31, 2025, reviewing key businesses, performance, and dividend policy, highlighting the Group's investment holding nature and subsidiary operations, along with five-year financial summaries, share transactions, director remuneration, and major shareholder interests - The Company's principal business is investment holding, with subsidiary principal activities detailed in Note 39 to the consolidated financial statements[69] - The Directors do not recommend paying any dividend for FY2025[71] - In FY2025, revenue from the Group's top five customers and largest customer accounted for approximately 90.62% and 40.65% of total revenue, respectively[77] - The share option scheme, effective since December 19, 2016, allows for a maximum of 36,000,000 shares to be issued, but no options have been granted since its adoption[87][90] Major Shareholders' Shareholdings as at March 31, 2025 | Name | Direct Beneficial Ownership (shares) | Percentage of Company's Share Capital (%) | | :---------- | :--------------------------------- | :---------------------------------------- | | Wong Chun Hon | 734,165,278 | 67.01% | | Ng Hoi Yin | 23,769,600 | 4.92% | Corporate Governance Report The Corporate Governance Report details the company's compliance with governance codes in FY2025, covering board composition, independence, professional development, director appointments, responsibilities, securities dealing standards, and committee functions, alongside board diversity policy, meeting attendance, and auditor remuneration - The Company has complied with the Corporate Governance Code, except for directors' legal proceedings insurance arrangements[97] - The Board comprises six directors: two executive, one non-executive, and three independent non-executive directors, whose independence has been assessed[98] - All directors engage in continuous professional development through reading materials or attending training courses[99] - The Board has an Audit Committee, Remuneration Committee, Nomination Committee, and Risk Management Committee, with independent non-executive directors chairing or being key members of each[105][106] - The Board Diversity Policy considers gender, age, cultural and educational background, and industry experience, with the current Board comprising four male and two female directors[113] FY2025 Auditor's Remuneration | Service Type | Amount (RMB thousand) | | :---------------- | :-------------------- | | Audit Services | 1,100 | | Non-audit Services | 150 | | Total | 1,250 | Independent Auditor's Report The Independent Auditor's Report, issued by Tianjian International Certified Public Accountants Limited, provides an opinion on the Group's consolidated financial statements for the year ended March 31, 2025, highlighting investment property valuation as a key audit matter and emphasizing significant going concern uncertainties - A key audit matter is the valuation of investment properties, due to its significance to the consolidated financial statements and the substantial management judgment and estimates involved[133] - Auditors assessed the qualifications of the independent external valuer, the valuation methodology, and the appropriateness of key assumptions, including site inspections[134] - The report notes the Group incurred a net loss of RMB 6,959,000 and a net current liability of RMB 53,038,000 in FY2025, indicating material uncertainties that may cast significant doubt on its ability to continue as a going concern[128][129] Consolidated Statement of Profit or Loss and Other Comprehensive Income The Consolidated Statement of Profit or Loss and Other Comprehensive Income shows significant revenue and gross profit growth for the year ended March 31, 2025, with the loss for the year narrowing to RMB 6,959,000 despite fair value losses on investment properties and expected credit loss provisions, resulting in a basic loss per share of RMB 0.59 cents FY2025 Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :-------------------------------------------- | :-------------------- | :-------------------- | | Revenue | 21,724 | 11,611 | | Cost of Sales | (7,574) | (1,102) | | Gross Profit | 14,150 | 10,509 | | Selling and Distribution Expenses | (240) | (609) | | Administrative Expenses | (7,384) | (16,501) | | Net Expected Credit Loss Provision | (12,200) | (31,747) | | Fair Value Loss on Investment Properties | (3,800) | (17,182) | | Other Income, Gains or (Losses) | 5,467 | (5,525) | | Finance Costs | (2,952) | (3,935) | | Loss Before Tax | (6,959) | (67,287) | | Loss and Total Comprehensive Expense for the Year | (6,959) | (67,287) | | Basic Loss Per Share Attributable to Owners of the Company | (0.59) cents | (7.17) cents | Consolidated Statement of Financial Position The Consolidated Statement of Financial Position as at March 31, 2025, shows total assets of RMB 99,408,000, total liabilities of RMB 89,561,000, and total equity of RMB 9,847,000, with non-current assets primarily comprising investment properties, and current liabilities exceeding current assets, indicating a net current liability position FY2205 Key Data from Consolidated Statement of Financial Position | Indicator | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :--------------------------------- | :---------------------------------- | :---------------------------------- | | Assets | | | | Non-current Assets | 63,070 | 63,298 | | Current Assets | 36,338 | 40,554 | | Total Assets | 99,408 | 103,852 | | Equity | | | | Equity Attributable to Owners of the Company | 7,835 | 14,256 | | Non-controlling Interests | 2,012 | (2,350) | | Total Equity | 9,847 | 11,906 | | Liabilities | | | | Non-current Liabilities | 185 | 210 | | Current Liabilities | 89,376 | 91,736 | | Total Liabilities | 89,561 | 91,946 | - Investment properties had a carrying value of approximately RMB 51,900,000, representing the vast majority of non-current assets[146] - Total current liabilities were RMB 89,376,000, while current assets were RMB 36,338,000, resulting in a net current liability position[146][148] Consolidated Statement of Changes in Equity The Consolidated Statement of Changes in Equity shows a decrease in equity attributable to owners of the Company from RMB 14,256,000 to RMB 7,835,000 for the year ended March 31, 2025, primarily due to the loss for the year, while non-controlling interests turned positive due to capital injection, and convertible bond equity reserve became zero upon expiry FY2025 Consolidated Equity Changes Summary | Indicator | As at March 31, 2024 (RMB thousand) | As at March 31, 2025 (RMB thousand) | | :--------------------------------- | :---------------------------------- | :---------------------------------- | | Share Capital | 19,511 | 19,511 | | Share Premium | 252,927 | 252,927 | | Convertible Bond Equity Reserve | 1,408 | – | | Other Reserves | 46,534 | 46,534 | | Accumulated Losses | (306,124) | (311,137) | | Equity Attributable to Owners of the Company | 14,256 | 7,835 | | Non-controlling Interests | (2,350) | 2,012 | | Total Equity | 11,906 | 9,847 | - Non-controlling interests received a capital injection of RMB 4,900,000 in FY2025, turning from negative to positive[151] - The convertible bond equity reserve became zero as at March 31, 2025, due to its expiry[151] Consolidated Statement of Cash Flows The Consolidated Statement of Cash Flows for the year ended March 31, 2025, shows a net cash inflow from operating activities of RMB 2,410,000, a significant improvement from the prior year's outflow, with net cash inflows from investing activities of RMB 1,400,000 (mainly from property, plant, and equipment sales) and financing activities of RMB 4,700,000 (primarily from borrowings), increasing period-end cash and cash equivalents to RMB 9,489,000 FY2025 Key Data from Consolidated Statement of Cash Flows | Activity Type | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :------------------------------------------ | :-------------------- | :-------------------- | | Net Cash From (Used In) Operating Activities | 2,410 | (15,221) | | Net Cash From Investing Activities | 1,400 | 20,993 | | Net Cash From (Used In) Financing Activities | 4,700 | (11,732) | | Net Increase (Decrease) in Cash and Cash Equivalents | 8,510 | (5,960) | | Cash and Cash Equivalents at End of Year | 9,489 | 979 | - Net cash flow from operating activities improved from an outflow of RMB 15,221,000 in FY2024 to an inflow of RMB 2,410,000 in FY2025, primarily due to a narrower loss before tax and working capital changes[152] - Net cash inflow from investing activities primarily resulted from proceeds of RMB 1,400,000 from the disposal of property, plant, and equipment[154] Notes to the Consolidated Financial Statements The Notes to the Consolidated Financial Statements provide detailed explanations and supplementary information on the Group's financial statements, covering accounting policies, valuation assumptions, financial risk management, segment information, and subsidiary details, crucial for understanding financial performance, going concern assessment, and investment property valuation 1 General Information This note introduces Da Sen Holdings Group Limited's registration, principal place of business, listing information, ultimate controlling party, and principal activities, with consolidated financial statements presented in RMB and rounded to the nearest thousand - The Company was incorporated in the Cayman Islands, and its shares are listed on The Stock Exchange of Hong Kong Limited[155] - Mr. Wong Chun Hon is regarded as the ultimate controlling party of the Company[155] - The consolidated financial statements are presented in RMB, with all values rounded to the nearest RMB thousand[156] 2 Basis of Preparation This note outlines the basis of preparing consolidated financial statements, adhering to IFRS and Hong Kong Companies Ordinance, emphasizing significant going concern uncertainties, which the Board addresses through measures like standby loan facilities from the ultimate controlling party, enhanced cost control, and seeking additional financial support - The consolidated financial statements are prepared in accordance with International Financial Reporting Standards and the Hong Kong Companies Ordinance[157] - The Group recorded a net loss of RMB 6,959,000 and net current liabilities of RMB 53,038,000 in FY2025, indicating material uncertainties regarding its ability to continue as a going concern[158] - The Board has taken measures to address going concern uncertainties, including standby loan facilities from the ultimate controlling party, enhanced cost control, and seeking additional financial support[160] 3 Application of New and Revised International Financial Reporting Standards This note lists the revised IFRS accounting standards first applied by the Group in FY2025, including lease liabilities in sale and leaseback transactions and liability classification, with the Board expecting no material impact on consolidated financial statements in the foreseeable future - The Group first applied several revised International Financial Reporting Standards, such as IFRS 16 (amendments) and IAS 1 (amendments)[163] - The Directors expect these new standards will not have a material impact on the consolidated financial statements in the foreseeable future[166] 4 Change in Accounting Policy for Measurement of Investment Properties This note discloses the Group's change in accounting policy for investment properties to the fair value model, applied retrospectively to align with holding company and industry practice, and to more reliably reflect operating performance, resulting in restatement of prior period consolidated financial statements - The Group changed its accounting policy for investment property measurement to the fair value model, applied retrospectively[167] - The accounting policy change resulted in a fair value loss on investment properties of RMB 17,182,000 and an increase in loss before tax of RMB 12,930,000 in FY2024[169] - After restatement, the carrying value of investment properties increased by RMB 21,569,000 to RMB 55,700,000 as at March 31, 2024[170] 5 Significant Accounting Policies This note details the Group's significant accounting policies used in preparing consolidated financial statements, covering consolidation, segment reporting, revenue recognition, foreign currency, government grants, property, plant and equipment, intangible assets, investment properties, inventories, impairment, cash and cash equivalents, leases, borrowing costs, employee benefits, taxation, financial instruments, and related party definitions - The Group consolidates subsidiaries based on the control principle, adjusting their financial statements for consistent accounting policies[172][173] - Revenue is recognized when performance obligations are satisfied, meaning control of goods or services is transferred to the customer[178] - Investment properties are measured at fair value, with changes in fair value recognized in profit or loss for the period[190] - Impairment assessment for financial assets uses the expected credit loss model, updated based on changes in credit risk[226] 6 Key Sources of Estimation Uncertainty This note discloses key judgments and estimation uncertainties in applying accounting policies, including going concern and principal-agent considerations, and uncertainties from estimated useful lives, residual values, and impairment of property, plant and equipment, intangible assets, and right-of-use assets, expected credit loss provisions for trade and other receivables, fair value of investment properties, and deferred tax recognition - Going concern is a significant judgment; the Board believes the Group can continue as a going concern, but uncertainties exist[250] - The Group is determined to be the principal in agricultural product trading, recognizing trade revenue on a gross basis[250] - Estimated useful lives, residual values, and impairment of property, plant and equipment, intangible assets, and right-of-use assets, along with expected credit loss provisions for trade and other receivables, involve significant judgment and estimation[251][252] - The fair value of investment properties is assessed by independent professional valuers, involving market condition assumptions[253] - The Group has not recognized deferred tax assets for accumulated tax losses and deductible temporary differences due to uncertainty of future taxable profits[254] 7 Financial Instruments This note details the Group's financial instrument classification, financial risk factors (market, credit, liquidity) and management policies, capital management, and fair value measurement, with credit risk managed via counterparty assessment and ECL model, liquidity risk by monitoring cash and borrowings, and capital by debt-to-asset ratio FY2025 Financial Assets and Liabilities Classification | Classification | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :----------------------------- | :-------------------- | :-------------------- | | Financial Assets | | | | Amortized Cost | 36,018 | 39,614 | | Fair Value Through Profit or Loss | – | 368 | | Financial Liabilities | | | | Amortized Cost | 53,753 | 54,115 | - The Group primarily operates in Mainland China, with most transactions denominated in RMB, resulting in no significant foreign exchange risk[257] - Credit risk primarily arises from trade and other receivables, with impairment assessed using the expected credit loss model[262][263] - Total loss provision for trade receivables in FY2025 was RMB 165,998,000, an increase from FY2024[267][269] - The debt-to-asset ratio was 350% in FY2025, higher than 250% in FY2024[279] 8 Segment Information This note provides operating segment information for plywood and related services, leasing, and agricultural product trading, with directors assessing performance based on loss before tax. In FY2025, plywood and related services showed significant improvement, while agricultural trade contributed revenue with thin margins, and customer concentration remained high - The Group's operating segments include manufacturing and sales of plywood and related services, leasing activities, and agricultural product trading[285] FY2025 Segment Results | Segment | Revenue (RMB thousand) | Segment Results (RMB thousand) | | :------------------------- | :--------------------- | :----------------------------- | | Plywood and Related Services | 12,218 | 3,239 | | Leasing Activities | 2,389 | (3,565) | | Agricultural Product Trading | 7,117 | 142 | - In FY2025, external customer revenue from Hong Kong and Thailand was RMB 3,034,000 and RMB 8,830,234, respectively, with the remainder from Mainland China[284] - In FY2025, customers A, B, and C contributed RMB 8,830,000, RMB 3,034,000, and RMB 6,689,000 in revenue, respectively, indicating high customer concentration[291] 9 Revenue This note details the Group's FY2025 revenue composition, totaling RMB 21,724,000, primarily from customer contracts (plywood sales, referral services, agricultural trade) and leasing income, with plywood-related referral services being the largest contributor FY2025 Revenue Composition | Revenue Source | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :----------------------------------- | :-------------------- | :-------------------- | | Sales of Plywood | 354 | – | | Provision of Plywood Related Referral Services | 11,864 | 8,511 | | Agricultural Product Trading | 7,117 | – | | Rental Income | 2,389 | 3,100 | | Total Revenue | 21,724 | 11,611 | - Revenue from customer contracts is derived from goods transferred at a point in time and provision of plywood-related referral services[293] 10 Other Income, Gains or (Losses) This note presents the Group's FY2025 net other income, gains or (losses) of RMB 5,467,000, a significant improvement from FY2024's net loss of RMB 5,525,000, primarily driven by the reversal of legal case provisions and gains from disposal of property, plant and equipment, offsetting write-offs and financial asset derecognition losses FY2025 Other Income, Gains or (Losses) Composition | Item | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :-------------------------------------------- | :-------------------- | :-------------------- | | Interest Income | 5 | 5 | | Amortisation of Deferred Income Related to Government Grants | 25 | 25 | | Write-off of Trade and Other Receivables | (1,334) | (665) | | Gain on Disposal of Property, Plant and Equipment | 762 | – | | Other Gains or (Losses) | 2,130 | 131 | | Reversal (Provision) for Legal Cases | 4,252 | (4,252) | | Net Amount | 5,467 | (5,525) | - The net gain in FY2025 primarily reflects the reversal of legal case provisions[40][294] 11 Finance Costs This note discloses the Group's FY2025 finance costs of RMB 2,952,000, a decrease from RMB 3,935,000 in FY2024, primarily comprising interest expenses on bank borrowings, other loans, and effective interest on convertible bonds payable FY2025 Finance Costs Composition | Item | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :------------------------------------ | :-------------------- | :-------------------- | | Interest Expense on Bank Borrowings | 756 | 757 | | Interest Expense on Other Loans | 1,575 | 2,529 | | Effective Interest on Convertible Bonds Payable | 621 | 649 | | Total | 2,952 | 3,935 | - The decrease in finance costs is commensurate with the level of interest-bearing liabilities during the respective periods[41] 12 Directors' and Employees' Remuneration This note details the Group's directors' and employees' remuneration, with total directors' remuneration significantly decreasing to RMB 737,000 in FY2025. Three directors were among the top five highest-paid individuals, with non-director remuneration below RMB 1,000,000, and no termination benefits or third-party payments for directors' services were made, nor did directors have significant interests in material transactions FY2025 Directors' Remuneration | Director Type | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :------------------------ | :-------------------- | :-------------------- | | Executive Directors | 231 | 1,004 | | Non-executive Directors | 108 | 324 | | Independent Non-executive Directors | 398 | 454 | | Total | 737 | 1,782 | - In FY2025, three directors were among the Group's five highest-paid individuals, with the remaining two non-director highest-paid individuals' remuneration ranging from zero to RMB 1,000,000[304] - No termination benefits were paid to directors, nor was any consideration paid to third parties for directors' services during the year[299][300] 13 Income Tax Expense This note discloses zero income tax expense for the Group in FY2025, consistent with FY2024, with applicable tax rates of 16.5% for Hong Kong profits tax and 25% for PRC corporate income tax. The Group has not provided for withholding tax on undistributed earnings of PRC subsidiaries and reconciles income tax expense to loss before tax, also disclosing unrecognized deferred tax assets for tax losses and deductible temporary differences - The Group's income tax expense for FY2025 was zero[305] - The applicable tax rate for Hong Kong profits tax is 16.5%, and for PRC corporate income tax is 25%[306][307] - The Group has not recognized deferred tax assets for accumulated tax losses of RMB 115,119,000 and deductible temporary differences of RMB 29,032,000 due to uncertainty of future taxable profits[309][311] 14 Loss for the Year This note details the composition of the Group's FY2025 loss for the year, including staff costs, auditor's remuneration, inventory costs, depreciation, fair value loss on investment properties, and intangible asset amortization, with staff costs (including directors' remuneration) significantly reduced to RMB 1,986,000 and fair value loss on investment properties at RMB 3,800,000 FY2025 Major Components of Loss for the Year | Item | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :-------------------------------------------- | :-------------------- | :-------------------- | | Staff Costs (including directors' remuneration) | 1,986 | 4,319 | | External Auditor's Remuneration | 1,250 | 1,350 | | Cost of Inventories Recognized as Cost of Sales | 7,267 | – | | Depreciation of Property, Plant and Equipment | 264 | 358 | | Fair Value Loss on Investment Properties | 3,800 | 17,182 | | Depreciation of Right-of-Use Assets | 68 | 69 | | Amortisation of Intangible Assets | 358 | – | | Gross Rental Income from Investment Properties | (2,389) | (3,100) | - Staff costs (including directors' remuneration) in FY2025 were RMB 1,986,000, a significant decrease from RMB 4,319,000 in FY2024[312] 15 Dividends This note confirms the Board does not recommend paying any dividends for the years ended March 31, 2025, and 2024 - The Board does not recommend paying dividends for FY2025 and FY2024[314] 16 Loss Per Share This note presents the Group's FY2025 basic loss per share of RMB 0.59 cents, a significant reduction from RMB 7.17 cents in FY2024, with diluted loss per share being the same due to no potentially dilutive ordinary shares outstanding FY2025 Loss Per Share | Indicator | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :-------------------------------------------- | :-------------------- | :-------------------- | | Loss Attributable to Owners of the Company | (6,421) | (65,908) | | Weighted Average Number of Ordinary Shares (thousand shares) | 1,095,680 | 919,450 | | Basic Loss Per Share (RMB cents per share) | (0.59) | (7.17) | - Diluted loss per share is the same as basic loss per share, as there were no potentially dilutive ordinary shares outstanding during the year[317] 17 Right-of-Use Assets This note discloses the Group's right-of-use assets, primarily land use rights, with a carrying value of RMB 2,616,000 as at March 31, 2025, pledged as collateral for short-term bank borrowings, and short-term lease expenses totaling RMB 258,000 for the year Carrying Value of Right-of-Use Assets | Indicator | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :----------- | :---------------------------------- | :---------------------------------- | | Carrying Value | 2,616 | 2,684 | - The land use rights are held under a 50-year lease in Heze City, Shandong Province, China[318] - The right-of-use assets have been pledged as collateral for the Group's short-term bank borrowings[319] 18 Property, Plant and Equipment This note details changes in cost, depreciation, and impairment losses for the Group's property, plant and equipment, with a carrying value of RMB 4,012,000 as at March 31, 2025, primarily comprising plant, some of which is pledged for short-term bank borrowings and some lacking property title certificates Carrying Value of Property, Plant and Equipment | Indicator | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :----------- | :---------------------------------- | :---------------------------------- | | Carrying Value | 4,012 | 4,914 | - Plant with a carrying value of RMB 3,978,000 has been pledged as collateral for short-term bank borrowings[322] - Plant with a carrying value of RMB 3,960,000 currently lacks property title certificates, with applications in progress[322] 19 Investment Properties This note discloses changes in the fair value of the Group's investment properties, which stood at RMB 51,900,000 as at March 31, 2025, with a fair value decrease of RMB 3,800,000 during the year. These properties are primarily for rental, valued by independent valuers using the market approach, and classified as Level 3 fair value measurements Fair Value of Investment Properties | Indicator | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------- | :---------------------------------- | :---------------------------------- | | Fair Value | 51,900 | 55,700 | | Decrease in Fair Value During the Year | (3,800) | (17,182) | - Investment properties are primarily held for rental purposes, with initial lease terms ranging from 1 to 9 years[323] - Fair value is assessed by independent valuer Jingfeng Appraisal Limited using the investment approach, with key assumptions including reversionary yield and average market rent[324][325] 20 Intangible Assets This note presents the cost, amortization, and carrying value of the Group's intangible assets, totaling RMB 4,542,000 as at March 31, 2025, primarily comprising software and intellectual property injected by non-controlling interests in FY2025 Carrying Value of Intangible Assets | Item | As at March 31, 2025 (RMB thousand) | | :--------------- | :---------------------------------- | | Software | 1,150 | | Intellectual Property | 3,392 | | Total | 4,542 | - Intangible assets were injected by non-controlling interests in FY2025[47][326] 21 Financial Assets at Fair Value Through Profit or Loss This note discloses changes in the Group's financial assets at fair value through profit or loss, which became zero as at March 31, 2025, down from RMB 368,000 in FY2024, primarily due to the issuer's right to early redeem convertible bonds, which was derecognized due to a loss in FY2025 Financial Assets at Fair Value Through Profit or Loss | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------------------ | :---------------------------------- | :---------------------------------- | | Right of Issuer to Early Redeem Convertible Bonds | – | 368 | - This financial asset became zero in FY2025 due to a derecognition loss[328] 22 Inventories This note indicates the Group had no inventories as at March 31, 2025, with all remaining inventories sold in FY2025, compared to a carrying value of RMB 354,000 in FY2024 Carrying Value of Inventories | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------ | :---------------------------------- | :---------------------------------- | | Work in Progress | – | 929 | | Finished Goods | – | 1,708 | | Less: Accumulated Impairment Losses | – | (2,283) | | Net Amount | – | 354 | - The Group had no inventories in FY2025, as all remaining inventories were sold[46][329] 23 Trade and Other Receivables This note details the composition and aging analysis of the Group's trade and other receivables, with a net amount of RMB 26,849,000 as at March 31, 2025, a decrease from RMB 38,853,000 in FY2024, and accumulated expected credit loss provisions for trade receivables totaling RMB 165,998,000, also providing aging analysis for overdue but not impaired trade receivables Net Trade and Other Receivables | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------ | :---------------------------------- | :---------------------------------- | | Net Trade Receivables | 16,614 | 24,470 | | Prepayments | 244 | 218 | | Net Other Receivables | 10,245 | 14,290 | | Total | 26,849 | 38,853 | - Accumulated expected credit loss provisions for trade receivables totaled RMB 165,998,000[329] - Overdue but not impaired trade receivables are primarily concentrated in the 7-12 months and over 1 year categories[331] 24 Cash and Cash Equivalents This note presents the composition and currency distribution of the Group's cash and cash equivalents, totaling RMB 9,489,000 as at March 31, 2025, a significant increase from RMB 979,000 in FY2024, with RMB and HKD being the primary currencies held Composition of Cash and Cash Equivalents | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :----------- | :---------------------------------- | :---------------------------------- | | Cash on Hand | 5 | 11 | | Cash at Bank | 9,484 | 968 | | Total | 9,489 | 979 | Currency Distribution of Cash and Cash Equivalents | Currency | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------- | :---------------------------------- | :---------------------------------- | | RMB | 6,214 | 820 | | HKD | 3,275 | 159 | 25 Share Capital and Share Premium This note details changes in the Group's share capital and share premium, with 1,095,680 thousand ordinary shares issued, share capital of RMB 19,511,000, and share premium of RMB 252,927,000 as at March 31, 2025, primarily due to shares issued for debt capitalization and share consolidation Changes in Share Capital and Share Premium | Item | Number of Ordinary Shares (thousand shares) | Share Capital (RMB thousand) | Share Premium (RMB thousand) | | :--------------------------- | :---------------------------------------- | :--------------------------- | :--------------------------- | | As at April 1, 2023 | 1,618,255 | 14,165 | 233,241 | | Shares Issued for Debt Capitalization | 73,104 | 675 | 5,674 | | Share Consolidation | (845,679) | Not applicable | Not applicable | | Shares Issued for Debt Capitalization | 250,000 | 4,671 | 14,012 | | As at March 31, 2025 | 1,095,680 | 19,511 | 252,927 | - On October 24, 2023, the Company completed a share consolidation, merging every two existing shares into one consolidated share[334] - On December 20, 2023, the Company issued 250,000,000 ordinary shares to settle amounts due to major shareholder Mr. Wong Chun Hon[334] 26 Other Reserves and Convertible Bond Equity Reserve This note analyzes the Group's other reserves and convertible bond equity reserve, with other reserves totaling RMB 46,534,000 (comprising capital and statutory reserves). The convertible bond equity reserve became zero in FY2025 due to expiry, and PRC subsidiaries made no allocations to statutory reserves due to operating losses Composition of Other Reserves | Item | As at March 31, 2025 (RMB thousand) | | :-------------- | :---------------------------------- | | Capital Reserve | 26,889 | | Statutory Reserve | 19,645 | | Total | 46,534 | - The convertible bond equity reserve became zero in FY2025 due to its expiry[338] - PRC subsidiaries made no allocations to statutory reserves due to operating losses during the year[337] 27 Borrowings This note discloses the Group's total borrowings, which increased to RMB 34,418,000 as at March 31, 2025, from RMB 22,423,000 in FY2024, comprising secured short-term bank borrowings and other loans, and unsecured other loans, with some borrowings guaranteed by Director and employee Mr. Zhang Ayang and secured by right-of-use assets, plant, and investment properties Composition of Borrowings | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :-------------------------- | :---------------------------------- | :---------------------------------- | | Short-term Bank Borrowings – Secured | 17,600 | 8,100 | | Other Loans – Secured | 2,300 | 2,000 | | Other Loans – Unsecured | 14,518 | 12,323 | | Total Borrowings | 34,418 | 22,423 | - Part of the short-term bank borrowings is guaranteed by Mr. Zhang Ayang, a Director and employee[339] - Loans are secured by right-of-use assets, plant, and investment properties with a total carrying value of approximately RMB 58,494,000[340][360] 28 Trade and Other Payables This note presents the composition of the Group's trade and other payables, totaling RMB 47,579,000 as at March 31, 2025, a decrease from RMB 52,464,000 in FY2024, primarily comprising other taxes payable, accrued expenses, and interest payable, with legal case provisions becoming zero in FY2025 Composition of Trade and Other Payables | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------------ | :---------------------------------- | :---------------------------------- | | Trade Payables | 21 | 2 | | Other Taxes Payable | 28,244 | 28,102 | | Accrued Expenses | 14,779 | 14,580 | | Interest Payable | 1,221 | 683 | | Provision for Legal Cases | – | 4,252 | | Amounts Due to Non-controlling Interests | 592 | 719 | | Others | 2,722 | 4,126 | | Total | 47,579 | 52,464 | - The provision for legal cases became zero in FY2025[344] - Accrued expenses include staff costs of RMB 7,919,000[346] 29 Deferred Income This note discloses the Group's deferred income, primarily government grants related to property, plant and equipment, totaling RMB 210,000 as at March 31, 2025, with RMB 25,000 as current and RMB 185,000 as non-current, amortized on a straight-line basis over the assets' expected useful lives Composition of Deferred Income | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :---------------- | :---------------------------------- | :---------------------------------- | | Current Portion | 25 | 25 | | Non-current Portion | 185 | 210 | | Total | 210 | 235 | - Government grants, received as subsidies for the purchase of property, plant and equipment, are amortized on a straight-line basis[347] 30 Receipts in Advance This note presents the Group's receipts in advance, primarily from operating leases, totaling RMB 768,000 as at March 31, 2025, a significant decrease from RMB 2,908,000 in FY2024 Receipts in Advance | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :---------------------------- | :---------------------------------- | :---------------------------------- | | Receipts in Advance from Operating Leases | 768 | 2,908 | 31 Amounts Due to Related Parties This note discloses amounts due to related parties, with the amount due to major shareholder Mr. Wong Chun Hon becoming zero as at March 31, 2025, down from RMB 46,000 in FY2024, which was interest-free, unsecured, and repayable on demand Amounts Due to Related Parties | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :------------------------ | :---------------------------------- | :---------------------------------- | | Wong Chun Hon – Major Shareholder | – | 46 | - The amount due to Mr. Wong Chun Hon was interest-free, unsecured, and repayable on demand[350] 32 Convertible Bonds Payable This note details the Group's convertible bonds payable. The Company issued HKD 7,800,000 convertible bonds in March 2023, maturing on March 23, 2025. As holders did not extend, these bonds were reclassified as borrowings in FY2025, resulting in no outstanding convertible bonds at period-end - The Company issued convertible bonds with a principal amount of HKD 7,800,000 in March 2023, bearing 10% interest per annum and maturing on March 23, 2025[351] - Convertible bond holders did not extend the bonds, which were reclassified as borrowings in FY2025[351] - As at March 31, 2025, there were no outstanding convertible bonds[352] 33 Disposal of a Subsidiary This note discloses the Group's disposal of its indirect wholly-owned subsidiary, Da Sen (Heze) Biomass Energy Co., Ltd., for RMB 21,010,000 in December 2023, generating a gain of RMB 1,787,000 and net cash inflow of RMB 21,010,000 - The Group disposed of Da Sen (Heze) Biomass Energy Co., Ltd. in December 2023 for a total consideration of RMB 21,010,000[354] - The disposal generated a gain of RMB 1,787,000[355] - The disposal resulted in a net cash inflow of RMB 21,010,000[355] 34 Reconciliation of Liabilities Arising from Financing Activities This note provides a reconciliation of liabilities from financing activities (including borrowings, interest payable, convertible bonds, and interest payable), totaling RMB 35,639,000 as at March 31, 2025, with RMB 26,900,000 in proceeds from borrowings, RMB 22,200,000 in repayments, and RMB 7,284,000 from convertible bonds reclassified as borrowings during the year Reconciliation of Liabilities Arising from Financing Activities | Item | As at March 31, 2024 (RMB thousand) | As at March 31, 2025 (RMB thousand) | | :---------------------------- | :---------------------------------- | :---------------------------------- | | Borrowings and Interest Payable | 22,475 | 34,470 | | Convertible Bonds and Interest Payable | 7,915 | 1,169 | | Total | 30,390 | 35,639 | - Proceeds from borrowings during the year were RMB 26,900,000, and repayments of borrowings were RMB 22,200,000[356] - Convertible bonds of RMB 7,284,000 were reclassified as borrowings[356] 35 Operating Lease Commitments This note discloses the Group's operating lease commitments as both lessee and lessor. As lessee, the Group leases an office in Hong Kong, with total future minimum lease payments of RMB 43,000 within one year. As lessor, total undiscounted lease payments from properties leased out are RMB 4,964,000 within five years and RMB 1,070,000 thereafter Operating Lease Commitments (as Lessee) | Period | As at March 31, 2025 (RMB thousand) | | :-------- | :---------------------------------- | | Within 1 year | 43 | Operating Lease Commitments (as Lessor) | Period | As at March 31, 2025 (RMB thousand) | | :---------- | :---------------------------------- | | Within 1 year | 2,104 | | In the 2nd year | 1,368 | | In the 3rd year | 674 | | In the 4th year | 515 | | In the 5th year | 307 | | After 5 years | 1,070 | | Total | 6,038 | 36 Pledged Assets This note presents the carrying value of the Group's pledged assets, totaling RMB 58,494,000 as at March 31, 2025, primarily comprising investment properties, property, plant and equipment, and right-of-use assets in China, serving as collateral for loan financing Carrying Value of Pledged Assets | Item | As at March 31, 2025 (RMB thousand) | As at March 31, 2024 (RMB thousand) | | :---------------------------------- | :---------------------------------- | :---------------------------------- | | Investment Properties in China | 51,900 | 55,700 | | Property, Plant and Equipment in China | 3,978 | 4,182 | | Right-of-Use Assets in China | 2,616 | 2,684 | | Total | 58,494 | 62,566 | - These assets have been pledged to banks and an independent third-party company as collateral for loan financing[52] 37 Related Party Transactions This note outlines significant related party transactions in the Group's ordinary course of business, primarily including guarantees by Director and employee Mr. Zhang Ayang for short-term bank borrowings, and key management personnel remuneration, which significantly decreased to RMB 339,000 in FY2025 - Short-term bank borrowings of RMB 7,600,000 are guaranteed by Mr. Zhang Ayang, a Director and employee[361] Key Management Personnel Remuneration | Item | FY2025 (RMB thousand) | FY2024 (RMB thousand) | | :-------------------------------- | :-------------------- | :-------------------- | | Salaries and Bonuses | 339 | 1,328 | | Contributions to Retirement Benefit Schemes | – | – | | Total | 339 | 1,328 | 38 Contributions to Retirement Benefit Schemes This note discloses the Group's PRC subsidiaries' employees participate in government-managed retirement schemes, with contributions to retirement benefit schemes deducted from profit or loss totaling RMB 82,000 in FY2025, a slight decrease from RMB 89,000 in FY2024 - Employees of the Group's PRC subsidiaries participate in government-managed retirement schemes in China[363] - Contributions to retirement benefit schemes for FY2025 amounted to RMB 82,000[363] 39 Details of Subsidiaries This note lists details of the Group's principal subsidiaries as at March 31, 2025, including place of incorporation/operation, legal entity type, registered/paid-up capital, Group's ownership interest, and principal activities, such as Heroic Group Limited, Mason (Hong Kong) Holdings Limited, Mason (Shandong) Wood Industry Co., Ltd., Heze Dashengyuan Agriculture Co., Ltd., and Shenzhen Weifuchongqucheng Technology Co., Ltd List of Principal Subsidiaries | Company Name | Place of Incorporation/Operation | Ownership Interest (As at March 31, 2025) | Principal Activities | | :------------------------------------- | :------------------------------- | :---------------------------------------- | :----------------------------------- | | Heroic Group Limited | British Virgin Islands | 100% | Investment Holding | | Mason (Hong Kong) Holdings Limited | Hong Kong | 100% | Investment Hold