包浩斯国际(00483) - 2025 - 年度财报

Chairman's Statement Bauhaus International (Holdings) Limited achieved improved FY2025 financial performance by focusing on brand strategy and operational efficiency Key Financial Performance for FY2025 | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 194,500,000 | 193,000,000 | +0.8 | | Net Profit | 11,700,000 | 1,200,000 | +875.0 | | Cash and Cash Equivalents and Time Deposits | 97,100,000 | 87,100,000 | +11.5 | - The Group continues to maintain higher gross margins by selling more own-brand products and is committed to strengthening brand awareness, reputation, and customer loyalty for brands like "TOUGH" and "SALAD"[5] - The Group optimized its Hong Kong and Macau retail operations, strictly controlled costs, and enhanced product styling sales training to improve conversion rates and average customer spending, while also considering expansion into new markets and leveraging social media for online marketing and sales[6] Environmental, Social and Governance Report This report details Bauhaus Group's ESG commitments, management, and performance for the fiscal year ended March 31, 2025 - The Group primarily engages in the design and retail of fashion apparel, bags, and accessories for over two decades, with flagship own brands generating most of its revenue, supplemented by selected designer and international brands, operating 31 self-managed offline stores as of March 31, 2025[14] - This report is prepared in accordance with Appendix C2 of the Listing Rules of The Stock Exchange of Hong Kong Limited and was reviewed and approved by the Board on June 27, 2025[15] About This Report This section introduces Bauhaus International (Holdings) Limited as a multi-brand retail operator, emphasizing its commitment to responsible development and ESG initiatives - Bauhaus, as a multi-brand retail operator specializing in denim and leather products, views ESG measures as crucial for promoting positive community change and actively formulates ESG policies aligned with its sustainable growth vision[13] - As of March 31, 2025, the Group operated 31 self-managed offline stores, with primary revenue from flagship own brands, supplemented by selected designer and international brands[14] Reporting Standards This report is prepared in accordance with Appendix C2 of the Listing Rules of The Stock Exchange of Hong Kong Limited and was reviewed and approved by the Board on June 27, 2025 - The report adheres to the HKEX ESG Reporting Guide and was reviewed and approved by the Board on June 27, 2025[15] Reporting Principles This report adheres to principles of materiality, quantitative assessment, balance, and consistency, ensuring accurate, objective, transparent, and comparable ESG information - The report is prepared based on principles of materiality, quantitative assessment, balance, and consistency, identifying significant ESG issues through stakeholder engagement and materiality assessments, and ensuring disclosure methods are consistent with the previous reporting period[16][17][18][19] Contact Information and Feedback Bauhaus values continuous dialogue with stakeholders and welcomes feedback on its sustainability initiatives and this report, providing detailed contact information - The Group values continuous dialogue with stakeholders and welcomes feedback on its report and sustainability initiatives[20] - Contact information includes address: 1/F, Wo Foo Building, 204–210 Texaco Road, Tsuen Wan, New Territories, Hong Kong; Tel: (+852) 3513 1800; Fax: (+852) 2796 7625; Email: ir@bauhaus.com.hk; Official Website: http://www.bauhaus.com.hk[23](index=23&type=chunk) ESG Management Approach The Group has established a robust top-down ESG governance structure, with the Board overseeing strategy, risk management, and action plan implementation, supported by external consultants to enhance capabilities - The Group adopts a top-down ESG governance structure, with the Board responsible for formulating and implementing ESG strategies, risk management protocols, and action plans, and regularly assessing progress[20][21] - The Group engages external consultants with ESG expertise to enhance management, provide benchmarking insights, and identify growth opportunities, thereby improving overall ESG performance[22] Stakeholder Engagement Bauhaus prioritizes transparent communication with stakeholders to refine ESG strategies and understand expectations, identifying key groups and channels for feedback integration into management policies - The Group identifies directors, employees, shareholders/investors, suppliers, customers, government and regulatory bodies, and the community as key stakeholders, communicating through various channels[24] Key Stakeholders and Communication Channels | Stakeholder | Key Concerns and Expectations (Partial) | Communication Channels (Partial) | | :--- | :--- | :--- | | Directors | Transparent, timely strategic communication; legal and regulatory compliance; effective risk management | Board and committee meetings; reports and updates | | Employees | Professional growth; fair compensation and benefits; safe working environment | Meetings and staff assemblies; employee surveys | | Shareholders/Investors | Transparent, accurate financial reporting; effective corporate governance; long-term value creation | Annual reports and financial statements; investor relations department | | Suppliers | Fair, transparent procurement processes; ethical business practices; support for sustainability | Supplier meetings; purchase orders and contracts | | Customers | Quality products and services; reliable customer service; data privacy and security | Customer service; feedback questionnaires; physical stores | | Government and Regulators | Compliance with laws and regulations; transparency in business operations; cooperation with inspections | Regulatory filings; meetings with regulators | | Community | Environmental responsibility; contribution to local economy; community improvement projects | Social media and website; community events | Materiality Assessment The Group continuously refines its materiality assessment process through stakeholder engagement, peer benchmarking, and external consultant support to identify significant ESG issues, planning to adopt a double materiality matrix for future evaluations - The Group conducts materiality assessments through stakeholder engagement and peer benchmarking, and with external consultant support, has identified and prioritized 13 key ESG issues, including greenhouse gas emissions, resource management, employee treatment, product quality and safety, and anti-corruption[31][33][34] - Looking ahead, the Group plans to adopt a double materiality matrix to more comprehensively assess the impact of ESG issues on its business and their importance to stakeholders, ensuring focus on the most critical areas for sustainable growth[35] Environmental Protection Bauhaus Group is committed to environmental protection, integrating sustainable practices into operations, complying with regulations, and actively reducing its environmental footprint through emission control, resource efficiency, and climate change response - The Group strictly complies with relevant environmental laws and regulations, with no violations or litigation cases identified during the reporting period[36] - The Group is committed to reducing harmful emissions by optimizing transportation routes, regularly maintaining vehicles, and monitoring fuel consumption to control air pollutant emissions[38][39] - The Group actively promotes the "reduce, reuse, and recycle" principle, minimizing waste generation through store renovations, accessory reuse, encouraging customers to use their own shopping bags, and upcycling discarded items[43][44] Emissions The Group implements robust emission control strategies, managing air pollutant emissions through contractor collaboration and fuel monitoring, while actively promoting waste reduction, reuse, and recycling principles - Air pollutant emissions increased due to economic recovery and retail portfolio adjustments, with the Group controlling emissions by emphasizing vehicle maintenance, optimizing transportation routes, and monitoring fuel usage[38][39] FY2025 Waste Gas Emissions Overview | Emission | Unit | FY2025 | | :--- | :--- | :--- | | Nitrogen Oxides | kg | 1.74 | | Sulfur Oxides | kg | 0.04 | | Particulate Matter | kg | 0.13 | - Purchased electricity is the primary source of the Group's greenhouse gas emissions, and the Group has implemented energy-saving measures and encouraged virtual meetings to reduce emissions[41] FY2025 Greenhouse Gas Emissions Overview | Greenhouse Gas Emission | Description | Unit | FY2025 | | :--- | :--- | :--- | :--- | | Scope 1 | GHG emissions from vehicles | tonnes of CO2 equivalent | 5.97 | | Scope 2 | GHG emissions from purchased electricity | tonnes of CO2 equivalent | 533.41 | | Scope 3 | Quantity of waste paper generated | tonnes of CO2 equivalent | 24.23 | | Scope 3 | Plastic/plastic-coated bags | tonnes of CO2 equivalent | 32.05 | | Scope 3 | Business air travel | tonnes of CO2 equivalent | 3.04 | | Total GHG Emissions | | tonnes of CO2 equivalent | 598.70 | | Density per square foot (gross floor area) | | tonnes of CO2 equivalent/sq ft | 0.0094 | - The Group actively promotes the "reduce, reuse, and recycle" principle, minimizing waste generation through store renovations, accessory reuse, encouraging customers to use their own shopping bags, and upcycling discarded items[43][44] FY2025 Waste Generation Overview | Waste Type | Disposal Method | Unit | FY2025 | | :--- | :--- | :--- | :--- | | Plastic, paper, metal, glass | Sorted and sent to nearest recycling station | tonnes | 7.41 | | Waste from store closures and relocations | Furniture and lighting fixtures recycled for reuse in existing and new stores | tonnes | 467.41 | Resource Usage The Group is dedicated to efficient resource management, emphasizing energy efficiency, water conservation, and paperless operations, while strictly adhering to plastic bag charging schemes and reusing festive decorations - The Group continuously strengthens energy-saving measures by using energy-efficient LED lighting, installing air conditioning temperature controllers and timers, participating in the "Energy Saving Charter" scheme, and encouraging employees to conserve energy[48][51] FY2025 Energy Consumption Overview | Energy Category | Description | Unit | FY2025 | | :--- | :--- | :--- | :--- | | Fuel | Diesel for vehicles | liters | 2,328 | | Purchased Electricity | Stores | kWh | 1,017,754 | | Purchased Electricity | Offices and warehouses | kWh | 195,964 | | Purchased Electricity | Total | kWh | 1,213,718 | | Store Electricity Consumption Density | | kWh/sq ft | 24.83 | | Office and Warehouse Electricity Consumption Density | | kWh/sq ft | 8.64 | - The Group's water consumption is low, but it continues to promote water conservation through measures such as installing water-saving devices, regularly checking for leaks, monitoring water usage data, and reminding employees to save water[53][55] - The Group actively promotes a paperless environment by digitizing documents, adopting cloud storage, and advocating for the use of recycled paper, double-sided printing, and reduced color printing, with marketing gradually shifting from traditional paper promotional materials to digital media[53][54] - The Group primarily handles packaging materials such as paper, plastic shopping bags, and cardboard boxes, and strictly complies with the plastic shopping bag charging scheme implemented by the Environmental Protection Department to reduce plastic bag consumption[56] FY2025 Packaging Material Consumption | Material Type | Unit | FY2025 | | :--- | :--- | :--- | | Plastic bags/plastic-coated bags | tonnes | 5.129 | | Paper | tonnes | 5.05 | Environment and Natural Resources As a retailer, Bauhaus Group acknowledges its environmental impact, particularly in packaging and waste, regularly assessing its carbon footprint and collaborating with sustainable suppliers to protect ecosystems - The Group recognizes the environmental impact of its business activities, particularly in packaging materials and waste management, and regularly assesses its carbon footprint and environmental performance[58] - The Group actively establishes partnerships with suppliers focused on sustainable production processes, procures eco-friendly products, and invests in energy-saving technologies to reduce its overall environmental impact[59] Climate Change Bauhaus Group actively evaluates TCFD recommendations with external ESG consultants, regularly assessing climate-related risks to understand potential financial and operational impacts, and integrating climate factors into risk management and mitigation strategies - The Group, with the assistance of external ESG consultants, actively evaluates the recommendations proposed in the Task Force on Climate-related Financial Disclosures (TCFD) framework, regularly conducting climate-related risk assessments to understand their potential financial and operational impacts on business activities[61] - The Group is committed to enhancing its governance practices by integrating climate-related factors into risk assessments and will continue to monitor the impact of climate change on operations, formulating future mitigation or prevention strategies[62] Social Performance Bauhaus Group recognizes the importance of employees, customers, suppliers, and communities, striving to be an ethical employer and responsible community member by implementing a comprehensive HR framework, ensuring employee rights, and complying with labor laws - The Group is committed to being an ethical employer, business partner, and responsible community member, establishing meaningful partnerships with all stakeholders[63] - The Group implements a comprehensive human resources management framework, providing employees with a safe, positive, and inclusive working environment, and strictly complies with labor laws and regulations, with no violations related to compensation, dismissal, recruitment, promotion, working hours, rest periods, equal opportunities, diversity, anti-discrimination, and other treatment benefits[64][65] Employment Bauhaus Group views employees as central to its success, maintaining a comprehensive HR management framework to uphold employee rights, with 164 employees in Hong Kong and Macau as of March 31, 2025 - The Group has compiled a comprehensive "Employee Handbook" to standardize human resources management practices, ensuring all employment measures comply with statutory requirements[67] FY2025 Employee Composition and Turnover Rate | Metric | Number of Employees (FY2025) | Turnover Rate (FY2025) | | :--- | :--- | :--- | | Total | 164 | 68% | | By Gender | | | | Female | 137 | 64% | | Male | 27 | 89% | | By Employment Category | | | | Senior Management | 8 | 13% | | Middle Management | 9 | 44% | | Other Employees | 147 | 72% | | By Age Group | | | | ≤ 20 years old | 4 | 100% | | 21 to 40 years old | 104 | 68% | | 41 to 60 years old | 50 | 44% | | ≥ 61 years old | 6 | 50% | | By Region | | | | Hong Kong | 143 | 69% | | Macau | 21 | 62% | | By Employment Type | | | | Full-time | 154 | Not Applicable | | Part-time | 10 | Not Applicable | Equal Opportunity and Anti-Discrimination Bauhaus Group prioritizes fundamental human rights, striving to eliminate all forms of discrimination and leverage diverse talents, ensuring equal opportunities in all employment processes with a zero-tolerance policy for discrimination or harassment - The Group safeguards employees' fundamental human rights and freedoms, is committed to eradicating all forms of discrimination, and leverages diverse talents to enhance business performance[69] - The Group ensures all candidates and employees have equal opportunities in recruitment, employment, compensation, promotion, and transfer processes, and adopts a zero-tolerance policy for any form of discrimination or harassment[70] Employee Well-being Bauhaus Group prioritizes employee well-being, integrating work-life balance into operations by opposing overtime culture, implementing flexible working hours, and limiting office hours to foster a culture that values personal time - The Group prioritizes employee well-being, integrating work-life balance into business operations, firmly opposing overtime culture, implementing flexible working hours, and limiting general office operating hours to foster a culture that values personal time and well-being[71] Health and Safety The Group considers employee safety paramount, regularly inspecting store and warehouse safety facilities, emphasizing workplace risks, and reporting no work-related injuries or lost days during the reporting period - The Group regularly inspects safety facilities in stores and warehouses, emphasizes workplace safety, and received no reports of work-related injuries or lost workdays during the reporting period[72] Development and Training Bauhaus Group provides a supportive learning environment to enhance employee capabilities and skills, utilizing a transparent performance appraisal system for salary adjustments, bonuses, and promotions to ensure fairness and continuous improvement - The Group provides an adequate learning environment to enhance employee capabilities and skills, and has established a transparent performance appraisal system as an objective benchmark for annual salary adjustments, bonuses, and promotions[74] FY2025 Employee Training Overview | Metric | Average Training Hours (hours) | Percentage of Employees Trained (%) | | :--- | :--- | :--- | | By Gender | | | | Female | 10.43 | 100% | | Male | 14.81 | 100% | | By Employee Category | | | | Senior Management | 37.00 | 100% | | Middle Management | 5.39 | 100% | | Other Employees | 10.10 | 100% | Labor Standards Bauhaus Group strictly prohibits child and forced labor, adhering to relevant laws and ethical standards, verifying applicant identities, and actively assessing supplier labor practices to eliminate such issues in the supply chain, with no reported cases - The Group strictly prohibits the use of child and forced labor, complies with relevant laws and regulations, and verifies applicants' identity documents as a preventive measure during the recruitment process[76] - The Group actively assesses suppliers' labor practices to eliminate child and forced labor in the supply chain and reported no cases of forced labor or child labor during the reporting period[77] Operating Practices Bauhaus Group is committed to ethical practices, focusing on product quality and long-term partnerships with suppliers and customers through robust supply chain management, product responsibility, IP protection, data privacy, and anti-corruption policies - The Group is committed to being a principled employer, a trusted business partner, and a responsible community member, focusing on product quality and building long-term partnerships with suppliers and customers[78] - The Group has comprehensive supplier evaluation procedures, emphasizes collaboration with suppliers to adhere to social and environmental standards, prioritizes suppliers offering eco-friendly materials and products, and considers geographical proximity as a key factor in supplier selection[79] - The Group's commitment to product responsibility extends to enhancing transparency and consumer education through clear labeling, product information, and consumer engagement, helping customers make informed purchasing decisions[82] - The Group implements a multi-pronged approach to intellectual property protection, including regular audits, collaboration with legal experts, and fostering IP awareness among team members to safeguard the integrity of its brands, products, and innovations[84][85] - The Group prioritizes customer data protection, employing robust encryption protocols, secure payment gateways, and strict access controls on its e-commerce platforms, and provides clear and concise privacy policies to empower customers with control over their personal data[86][87] - The Group firmly opposes any corrupt practices, requires suppliers to sign ethical conduct statements, and has established an independent feedback mechanism for employees to report suspected fraud or misconduct, with no reports received during the reporting period[88][89] - The Group is committed to community investment, particularly supporting youth, education, and vulnerable groups, providing internship opportunities for students, and encouraging employee participation in community activities, such as collaborating with the Society for Abandoned Animals and sponsoring charity runs[90][91] Supply Chain Management Bauhaus Group implements comprehensive supplier evaluation procedures, emphasizing quality assurance, product safety, legal compliance, and ESG responsibility, prioritizing eco-friendly suppliers and ethical payment practices, with 22 manufacturers primarily in Hong Kong, mainland China, and South Korea - The Group has comprehensive supplier evaluation procedures and requires suppliers to conduct fabric inspection and quality assurance procedures during the production process[79] - The Group prioritizes collaboration with suppliers that provide eco-friendly materials and products, and considers geographical proximity as an important factor in supplier selection to reduce transportation emissions[79] - The Group ensures all financial transactions with suppliers strictly adhere to procurement management guidelines, complying with transparent and fair payment terms, and settling invoices promptly[80] - During the reporting period, the Group engaged 22 existing manufacturers, primarily located in Hong Kong, mainland China, and South Korea[80] Product Responsibility Bauhaus Group prioritizes product responsibility, implementing stringent quality control across the supply chain, emphasizing sustainability and ethical sourcing, and enhancing transparency through clear labeling and consumer education, with no product recalls reported - The Group implements stringent quality control measures at every stage of the supply chain, emphasizing sustainability, ethical sourcing, and compliance with industry standards[81] - The Group enhances transparency and consumer education through clear labeling, product information, and consumer engagement, helping consumers make informed decisions[82] - During the reporting period, the Group handled 33 complaints related to goods and services, with no product recalls due to safety and health reasons, and no significant non-compliance cases[83] Anti-Corruption Bauhaus Group upholds the highest standards of business ethics, strictly prohibiting corruption, requiring suppliers to sign ethical conduct statements, and reinforcing anti-corruption guidelines through training and an independent whistleblowing mechanism, with no reports received - The Group upholds the highest standards of business ethics and integrity, strictly prohibits any corrupt practices, and firmly rejects monetary benefits, gifts, and favors from suppliers[88] - The Group requires all suppliers and vendors to sign ethical conduct statements, pledging no conflicts of interest and neither giving nor accepting bribes, and enhances employee anti-corruption awareness through training courses[89] - The Group has an independent feedback mechanism for employees to report suspected fraud or misconduct, with all complaints handled seriously under the supervision of independent non-executive directors, and no reports received during the reporting period[89] Community Investment Bauhaus Group is dedicated to meaningful community contributions, supporting youth, education, and vulnerable groups through internships and volunteerism, collaborating with animal welfare organizations, sponsoring charity runs, and consistently earning the "Caring Company" logo - The Group provides internship opportunities for students to gain work experience and encourages employee participation in volunteer services to contribute to the community[90][91] - From July to August 2024, the Group collaborated with the Society for Abandoned Animals on a donation campaign; in February 2025, it sponsored the Hong Kong Children's Fund Charity Run and donated HKD 20,000[91] - The Group has been awarded the "Caring Company" logo by The Hong Kong Council of Social Service for over 15 consecutive years since 2018, demonstrating its long-term commitment to corporate social responsibility[91] ESG Reporting Guide This section provides a cross-reference table detailing how Bauhaus Group's ESG report complies with the mandatory disclosure requirements and key performance indicators of the HKEX Listing Rules Appendix C2 ESG Reporting Guide, ensuring compliance and transparency - This section serves as a cross-reference table, demonstrating how the Group's ESG report complies with the mandatory disclosure requirements and key performance indicators of the HKEX ESG Reporting Guide, ensuring report compliance and transparency[97][98][99][102][104][105][106][107][109][110][112] Investor Information This section provides Bauhaus International (Holdings) Limited's listing information and key dates, including its HKEX stock code (483), issued shares (367,380,000), par value (HKD 0.10), and important financial reporting and AGM dates Listing and Share Information | Metric | Details | | :--- | :--- | | Listing Exchange | The Stock Exchange of Hong Kong Limited Main Board | | Listing Date | May 12, 2005 | | Stock Code | 483 | | Authorized Share Capital (March 31, 2025) | 2,000,000,000 | | Issued Shares (March 31, 2025) | 367,380,000 | | Board Lot Size | 2,000 shares | | Par Value per Share | HKD 0.10 | Key Dates | Event | Date | | :--- | :--- | | FY2023/24 Annual Results Announcement | June 25, 2024 | | FY2023/24 Annual General Meeting | August 19, 2024 | | FY2024/25 Annual Results Announcement | June 27, 2025 | | FY2024/25 Annual General Meeting | August 18, 2025 | - Official Website: corporate.bauhaus.com.hk; Investor Relations Email: ir@bauhaus.com.hk[114] Company Information This section provides detailed company information for Bauhaus International (Holdings) Limited, including its name, Board of Directors, authorized representatives, company secretary, and committee compositions - Company Name: Bauhaus International (Holdings) Limited[116] - Board members include Ms. Tong Shu Wen (Chairman), Mr. Yeung Yat Hang (CEO, Executive Director), and Ms. Choi Sze Man, Ms. Hui Mei Sum, Mr. Tsui Ka Yiu (Independent Non-Executive Directors); Mr. Wong Man Tai and Mr. Wong Ping Leung resigned as Independent Non-Executive Directors on June 28, 2025[116] - The composition of the Audit Committee, Remuneration Committee, and Nomination Committee has changed to reflect the resignations and new appointments of independent non-executive directors[116][117] - The principal auditor is Grant Thornton Hong Kong Limited, and principal bankers include The Hongkong and Shanghai Banking Corporation Limited and Bank of China (Hong Kong) Limited[117] - The head office and principal place of business in Hong Kong are located at 1/F, Wo Foo Building, 204-210 Texaco Road, Tsuen Wan, New Territories, Hong Kong[118] Financial Highlights This section presents Bauhaus Group's ten-year trends for turnover, gross profit, net profit, and dividends, along with FY2025 segment turnover and key financial ratios, showing a slight revenue increase, significant net profit growth, and improved liquidity Ten-Year Turnover (HKD million) | Fiscal Year | Turnover (HKD million) | | :--- | :--- | | 2015/16 | 1,513.0 | | 2016/17 | 1,305.9 | | 2017/18 | 1,387.5 | | 2018/19 | 1,300.6 | | 2019/20 | 887.3 | | 2020/21 | 371.9 | | 2021/22 | 249.3 | | 2022/23 | 196.6 | | 2023/24 | 193.0 | | 2024/25 | 194.5 | Ten-Year Gross Profit and Gross Profit Margin | Fiscal Year | Gross Profit (HKD million) | Gross Profit Margin (%) | | :--- | :--- | :--- | | 2015/16 | 892.7 | 59.0 | | 2016/17 | 817.9 | 62.6 | | 2017/18 | 843.8 | 60.8 | | 2018/19 | 725.4 | 55.8 | | 2019/20 | 534.3 | 60.2 | | 2020/21 | 240.6 | 64.7 | | 2021/22 | 159.6 | 64.0 | | 2022/23 | 150.0 | 76.3 | | 2023/24 | 143.2 | 74.2 | | 2024/25 | 139.0 | 71.5 | Ten-Year Net Profit/(Loss) and Net Profit Margin | Fiscal Year | Net Profit/(Loss) (HKD million) | Net Profit Margin (%) | | :--- | :--- | :--- | | 2015/16 | 52.9 | 3.5 | | 2016/17 | 64.9 | 5.0 | | 2017/18 | 40.6 | 2.9 | | 2018/19 | (62.1) | -4.8 | | 2019/20 | (172.6) | -19.5 | | 2020/21 | 99.7 | 26.8 | | 2021/22 | 142.6 | 64.0 | | 2022/23 | 46.0 | 23.4 | | 2023/24 | 1.2 | 0.6 | | 2024/25 | 11.7 | 6.0 | FY2025 Segment Turnover (HKD million) | Business Segment | FY2025 (HKD million) | FY2024 (HKD million) | Change (%) | FY2025 Share (%) | FY2024 Share (%) | Change (percentage points) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Offline | 191.5 | 189.8 | +0.9 | 98.5 | 98.3 | +0.2 | | Online | 3.0 | 3.2 | -6.3 | 1.5 | 1.7 | -0.2 | | Total | 194.5 | 193.0 | +0.8 | 100.0 | 100.0 | | FY2025 Key Financial Ratios | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Gross Profit Margin (%) | 71.5 | 74.2 | -2.7 percentage points | | Net Profit Margin (%) | 6.0 | 0.6 | 5.4 percentage points | | Average Return on Equity (%) | 6.9 | 0.7 | 6.2 percentage points | | Average Return on Assets (%) | 5.0 | 0.6 | 4.4 percentage points | | Inventory Turnover Days | 256 | 261 | -5 days | | Accounts Receivable Turnover Days | 6 | 6 | – | | Accounts Payable Turnover Days | 6 | 5 | +1 day | | Current Ratio | 3.5 | 3.2 | +9.4% | | Quick Ratio | 2.7 | 2.3 | +17.4% | | Debt-to-Equity Ratio (%) | – | – | Not Applicable | | Book Value per Share (HK cents) | 47.8 | 44.7 | +6.9% | | Basic Earnings per Share (HK cents) | 3.2 | 0.3 | +966.7% | | Diluted Earnings per Share (HK cents) | 3.2 | 0.3 | +966.7% | Directors and Company Secretary This section provides biographies of Bauhaus Group's Board members and Company Secretary, detailing their extensive experience, professional qualifications, and responsibilities within the Group - Ms. Tong Shu Wen is the Group's co-founder, Chairman, and authorized representative, responsible for strategic retail portfolio management, procurement strategy, and cost control, possessing extensive fashion industry experience and conceiving the "SALAD" brand[127] - Mr. Yeung Yat Hang is the Group's Chief Executive Officer, responsible for implementing corporate strategies and managing business operations, with over 25 years of experience in business negotiation, project management, store layout, and retail operations[128] - Independent Non-Executive Directors Mr. Wong Man Tai, Ms. Choi Sze Man, Mr. Wong Ping Leung, Ms. Hui Mei Sum, and Mr. Tsui Ka Yiu all possess extensive experience in finance, accounting, business management, and strategic planning[129][130][131][132][133] - Mr. Lam Wing Hung joined the company in July 2024 as Chief Financial Officer and Company Secretary, with over 14 years of experience in auditing, accounting, and corporate management[134] Management Discussion and Analysis This section provides a detailed analysis of Bauhaus Group's business and financial performance for the year ended March 31, 2025, highlighting revenue and net profit growth driven by offline same-store sales and cost control, with online business still in exploration - The Group primarily engages in the design and retail of fashion apparel, bags, and accessories for over two decades, with flagship own brands generating most of its revenue[136] - As of March 31, 2025, the Group operated 31 self-managed offline stores, a decrease of 2 stores from the previous year[137][138] - Despite the continued sluggish retail market in Hong Kong and Macau, the Group recorded a net profit increase of 875.0% to approximately HKD 11.7 million and a revenue increase of 0.8% to approximately HKD 194.5 million[140] Business Review Bauhaus Group improved its business performance in a challenging retail market through operational optimization and cost restructuring, with offline retail revenue growing 0.9% driven by a 6% same-store sales increase - Offline retail business revenue increased by 0.9% to approximately HKD 191.5 million, primarily driven by a sustained 6% positive growth in overall same-store sales[142] - Hong Kong market same-store sales grew by 6% compared to last year, showing strong quarterly growth momentum with a 16% increase in the fourth quarter[143] - Macau's offline retail business recorded a 4% growth in full-year same-store sales, influenced by improved tourism and government policy support[144] - The online business recorded a loss of approximately HKD 0.8 million, with sales decreasing by approximately 6.3% to approximately HKD 3 million, and the Group has established a dedicated task force to promote e-commerce development[146] Financial Review For the year ended March 31, 2025, Bauhaus Group's revenue slightly increased by 0.8% to HKD 194.5 million, with net profit significantly rising to HKD 11.7 million, primarily due to impairment reversals and reduced impairment provisions, maintaining strong liquidity with no bank borrowings FY2025 Financial Performance Overview | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 194,500,000 | 193,000,000 | +0.8 | | Same-Store Sales Growth | +6% | +11% | -5 percentage points | | Gross Profit | 139,000,000 | 143,200,000 | -2.9 | | Gross Profit Margin | 71.5% | 74.2% | -2.7 percentage points | | Core Operating Expenses | 127,900,000 | 131,100,000 | -2.4 | | Lease Expenses | 45,100,000 | 53,200,000 | -15.2 | | Number of Employees | 164 | 165 | -0.6 | | Net Profit | 11,700,000 | 1,200,000 | +875.0 | - The increase in net profit was primarily attributable to the reversal of impairment provisions for right-of-use assets of approximately HKD 1.4 million and a reduction in impairment provisions for property, plant, and equipment to approximately HKD 0.2 million[154] - The Group maintains ample liquidity, with cash and cash equivalents and time deposits of approximately HKD 97.1 million, no borrowings, and a debt-to-equity ratio of zero[157] - Net cash flow from operating activities increased by 19.5% to approximately HKD 53.4 million, mainly due to a significant reduction in inventory levels[158] Contingent Liabilities As of March 31, 2025, Bauhaus Group's contingent liabilities amounted to approximately HKD 2.6 million, primarily bank guarantees for utilities and property lease deposits, a decrease from HKD 2.9 million in 2024 Contingent Liabilities Overview | Item | March 31, 2025 (HKD) | March 31, 2024 (HKD) | | :--- | :--- | :--- | | Bank guarantees issued in lieu of utility and property lease deposits | 2,600,000 | 2,900,000 | Human Resources As of March 31, 2025, Bauhaus Group had 164 employees, offering competitive remuneration, performance bonuses, MPF, insurance, and share option schemes to attract and retain talent, alongside internal and external training programs for professional development Human Resources Overview | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Employees (including directors) | 164 | 165 | - The Group offers competitive remuneration packages, including performance bonuses, MPF, insurance benefits, and share option schemes, and regularly reviews remuneration packages[162] - The Group provides internal training for retail staff and subsidizes external training courses to promote professional development[162] Foreign Exchange Risk Management Bauhaus Group faces foreign exchange risk as sales and purchases are primarily settled in HKD and USD, continuously monitoring its exposure and hedging contractual commitments for overseas purchases when necessary - The Group's sales and purchases are primarily settled in HKD and USD, thus incurring foreign exchange risk[163] - The Group will continue to monitor its foreign exchange position and, if necessary, hedge foreign exchange risks arising from contractual commitments for apparel purchases from overseas suppliers[163] Corporate Governance Report Bauhaus Group is committed to maintaining a robust and transparent corporate governance framework, having adopted and complied with the HKEX Corporate Governance Code provisions during the reporting period, detailing board structure, committees, risk management, and communication - The Group is committed to maintaining a robust and transparent corporate governance framework, having adopted and complied with the code provisions of the HKEX Corporate Governance Code during the review year[165][166] - The Board comprises two executive directors and three independent non-executive directors, ensuring a strong independent element and possessing appropriate commercial, legal, and/or financial experience[169][172] - The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, with written terms of reference, and all committees are composed of independent non-executive directors[181] - The Group has adopted an Inside Information Policy, a Whistleblowing Policy, and an Anti-Corruption Policy, implementing relevant procedures and guidelines to ensure information confidentiality, fair handling of misconduct, and prevention of corruption[210][211][212] Board of Directors The Bauhaus Group Board of Directors is responsible for leading and controlling company affairs, comprising two executive and three independent non-executive directors, all possessing deep industry knowledge and committed to continuous professional development - The Board is responsible for setting objectives, formulating corporate strategies, and overseeing the Group's performance, bearing collective and individual responsibility to shareholders[167] - As of March 31, 2025, the Board comprised five members, including two executive directors (Ms. Tong Shu Wen, Mr. Yeung Yat Hang) and three independent non-executive directors (Mr. Wong Man Tai, Ms. Choi Sze Man, Mr. Wong Ping Leung)[169] - On June 28, 2025, Mr. Wong Man Tai and Mr. Wong Ping Leung resigned as independent non-executive directors, and Ms. Hui Mei Sum and Mr. Tsui Ka Yiu were appointed as independent non-executive directors[175] - All directors are committed to participating in continuous professional development, with at least 15 hours annually, to expand and update their knowledge and skills[177] FY2025 Director Training Overview | Director Name | Type of Training | | :--- | :--- | | Ms. Tong Shu Wen | A, B | | Mr. Yeung Yat Hang | A, B | | Mr. Wong Man Tai | A, B | | Ms. Choi Sze Man | A, B | | Mr. Wong Ping Leung | A, B | Board Meetings Bauhaus Group's Board meetings are held at least quarterly, with notices and agendas provided 14 days in advance, and minutes maintained by the Company Secretary, with attendance records for directors at various meetings detailed - Board meetings are held at least four times a year, with meeting notices and agendas issued at least 14 days in advance[180] FY2025 Board and Committee Meeting Attendance | Director | AGM | Board | Audit Committee | Remuneration Committee | Nomination Committee | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Tong Shu Wen | 1/1 | 5/5 | Not Applicable | Not Applicable | Not Applicable | | Mr. Yeung Yat Hang | 1/1 | 5/5 | Not Applicable | Not Applicable | Not Applicable | | Mr. Wong Man Tai | 1/1 | 5/5 | 3/3 | 1/1 | 2/2 | | Ms. Choi Sze Man | 1/1 | 5/5 | 3/3 | 1/1 | 2/2 | | Mr. Wong Ping Leung | 1/1 | 5/5 | 3/3 | 1/1 | 2/2 | Board Committees The Board has established Audit, Remuneration, and Nomination Committees with written terms of reference, all composed of three independent non-executive directors possessing relevant professional qualifications and experience, with their key responsibilities and review activities detailed - The Board has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, and all committees are composed of three independent non-executive directors with professional qualifications and experience in accounting, law, finance, and business management[181] - The Audit Committee is responsible for reviewing and monitoring the Group's financial information, risk management, and internal control systems, and reviewing the independence and remuneration of the external auditor[183][184] - The Remuneration Committee is responsible for providing recommendations on the directors' remuneration policy and structure, and reviewing and approving management's remuneration proposals, ensuring remuneration is linked to corporate objectives[185][186] - The Nomination Committee is responsible for reviewing the Board's structure, size, and composition, selecting director candidates, and handling director succession planning, particularly for the Chairman and CEO[188] Board Diversity Policy Bauhaus Group has adopted a Board Diversity Policy, considering factors like gender, age, background, experience, and tenure for board composition, ensuring appointments are merit-based and contribute to diversity, with regular policy reviews - The Group has adopted a Board Diversity Policy, considering multiple factors including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service when determining Board composition[189] FY2025 Board Diversity Overview | Director Position | Executive Directors | Independent Non-Executive Directors | Total | | :--- | :--- | :--- | :--- | | | 2 | 3 | 5 | | Length of Service | | | | | 5 years or less | 3 | – | 3 | | 6 to 10 years | – | – | – | | Over 10 years | – | 2 | 2 | | Age Group | | | | | 40 to 49 years old | 2 | – | 2 | | 50 to 59 years old | – | 2 | 2 | | Over 60 years old | – | 1 | 1 | | Gender | | | | | Female | 1 | 1 | 2 | | Male | 1 | 2 | 3 | FY2025 Employee Gender Diversity Overview (including Directors and Senior Management) | Gender | Female | Male | Total | | :--- | :--- | :--- | :--- | | Number of Employees | 137 | 27 | 164 | | Gender Ratio | 84% | 16% | 100% | Nomination Policy Bauhaus Group's Nomination Policy ensures a balanced board with diverse skills and perspectives, considering integrity, experience, qualifications, and independence for candidate selection, with a structured process for new appointments and re-election of retiring directors - The Nomination Policy aims to ensure the Board possesses a balanced mix of skills, experience, and diverse perspectives applicable to the company's business, with candidate selection considering factors such as integrity, achievements, qualifications, legal compliance, commitment, independence, and diversity[194][196] - The nomination process for new directors involves the Nomination Committee evaluating candidates and recommending them to the Board, while the re-election of retiring directors involves reviewing their contributions and performance to the company and assessing the independence of independent non-executive directors[197][198] - In accordance with the company's Articles of Association, Ms. Tong Shu Wen, Ms. Hui Mei Sum, and Mr. Tsui Ka Yiu will retire by rotation at the Annual General Meeting and are eligible for re-election[200] External Auditor and Auditor's Remuneration Bauhaus Group has engaged Grant Thornton Hong Kong Limited as its principal auditor since FY2021, with total remuneration for audit and non-audit services in FY2025 amounting to HKD 1.317 million, slightly lower than FY2024 - The Group has engaged Grant Thornton Hong Kong Limited as its principal auditor since the fiscal year ended March 31, 2021[202] FY2025 Auditor's Remuneration (HKD thousand) | Item | FY2025 (HKD thousand) | FY2024 (HKD thousand) | | :--- | :--- | :--- | | Audit Services Remuneration: | | | | Principal Auditor | 1,000 | 1,000 | | Subsidiary Auditors | 233 | 242 | | Subtotal | 1,233 | 1,242 | | Non-Audit Services Remuneration of Principal Auditor: | | | | Other | 84 | 82 | | Subtotal | 84 | 82 | | Total | 1,317 | 1,324 | Risk Management and Internal Control The Board is responsible for risk management and internal control systems, aiming to manage rather than eliminate risks, with the Audit Committee overseeing effectiveness, and the control framework including clear responsibilities, financial controls, and a risk management committee, confirmed effective by the Board - The Board is responsible for the risk management and internal control systems, which are designed to manage rather than eliminate risks, and to provide reasonable rather than absolute assurance[204] - The control framework includes clear responsibilities, appropriate authorization, risk assessment, financial controls, budgeting systems, accounting records, stringent approval procedures, a whistleblowing mechanism, and an anti-corruption mechanism[208] - The Risk Management Committee is responsible for annually monitoring and reviewing the effectiveness of the internal control system and making recommendations to the Audit Committee[208] - For the year ended March 31, 2025, the Board and the Audit Committee have reviewed and confirmed the effectiveness and adequacy of the system[209] Inside Information Policy Bauhaus Group has an Inside Information Policy to regulate the handling and disclosure of price-sensitive information, ensuring strict confidentiality and fair, timely public release in compliance with laws, with designated personnel subject to specific procedures and trading restrictions - The Group has adopted an Inside Information Policy to regulate the handling and disclosure of inside information, ensuring strict confidentiality and fair, timely public release in accordance with applicable laws and regulations[210] - Designated personnel (including directors and relevant staff) must adhere to specific procedures and are subject to restrictions and blackout periods when dealing in company securities[210] Whistleblowing Policy Bauhaus Group's Whistleblowing Policy covers improper conduct, providing a confidential and anonymous mechanism for employees to report suspected misconduct, ensuring effective investigation and resolution under the Audit Committee's oversight - The Group has adopted a Whistleblowing Policy aimed at detecting and deterring improper, negligent, or unethical conduct, providing a mechanism for staff to report suspected misconduct anonymously and confidentially[211] - The Audit Committee is responsible for receiving, deliberating, and investigating whistleblowing cases, and providing recommendations to the Board to resolve issues and rectify violations[211] Anti-Corruption Policy Bauhaus Group's Anti-Corruption Policy applies to all directors, officers, and employees, providing ethical guidelines and conflict of interest management, with a zero-tolerance stance on fraud and corruption, and encouraging business partners to adhere to its principles - The Group's Anti-Corruption Policy applies to all directors, officers, and employees, providing fundamental codes of conduct and guidelines for handling conflicts of interest[212] - The Group adopts a zero-tolerance approach to all forms of fraud and corruption and encourages business partners to adhere to the principles of its Anti-Corruption Policy[212] Model Code for Securities Transactions Bauhaus Group has adopted the Model Code for Securities Transactions by Directors of Listed Issuers from HKEX Appendix C3, with all directors confirming compliance during the review year - The Group has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the HKEX Listing Rules as its code of conduct for directors' securities transactions[214] - All directors confirmed that they have complied with the required standards set out in the Model Code throughout the review year[214] Directors' Responsibilities for the Consolidated Financial Statements The Board is responsible for preparing consolidated financial statements that truly and fairly reflect the Group's financial position, performance, and cash flows, adhering to relevant laws and accounting standards, and maintaining proper accounting records - The Board is responsible for preparing the consolidated financial statements, ensuring they comply with relevant laws and Listing Rules disclosure requirements, and present a true and fair view of the company's and Group's financial position, performance, and cash flows[215] - The Board selects and consistently applies appropriate accounting policies, makes prudent and reasonable judgments and estimates, and prepares the financial statements on a going concern basis[215] Communication with Investors and Shareholders Bauhaus Group's executive directors regularly communicate with investors, analysts, and media to enhance transparency, encouraging shareholder attendance at AGMs for direct engagement, with reports and announcements available on the HKEX and company websites - Executive directors regularly communicate with shareholders, potential investors, research analysts, fund managers, and the media to enhance transparency[216] - The Board encourages shareholders to attend general meetings to engage directly with the Board, with the external auditor and chairmen of various Board committees also present to answer inquiries[216] - Annual/interim reports, announcements, and press releases are published on the HKEX and company websites and are regularly updated[216] Dividend Policy Bauhaus Group's Dividend Policy aims for sustainable business development and shareholder returns, with dividend declarations at the Board's discretion, considering operational performance, financial health, and capital needs, subject to legal and regulatory restrictions, with no guaranteed specific dividend amounts - The Group has adopted a Dividend Policy aimed at achieving sustainable business development and providing desirable returns to shareholders[217] - Dividend declarations are at the Board's discretion, considering factors such as operations and profitability, business development, capital needs and surplus, overall financial position, contractual restrictions, and other applicable factors[217] - Dividend payments are subject to the Cayman Islands Companies Act, the company's Articles of Association, and all applicable laws, rules, and regulations, and there is no guarantee that any specific amount of dividend will be paid in any given period[218] Procedures for Shareholders to Convene an EGM Shareholders holding at least one-tenth of the paid-up share capital can request an EGM by written notice to the Board or Company Secretary, specifying the agenda, and if the Board fails to convene within 21 days, shareholders may do so, with the company reimbursing reasonable expenses - Qualified shareholders holding not less than one-tenth of the company's paid-up share capital may at any time requisition the Board or the Company Secretary in writing to convene an extraordinary general meeting[221] - The requisition must state the shareholders' names, shareholdings, reasons for convening, and details of the matters to be addressed, and be signed by the qualified shareholders[221] - If the Board fails to convene an extraordinary general meeting within 21 days of the requisition, the qualified shareholders may themselves convene the meeting, and the company shall reimburse reasonable expenses incurred[221] Procedures for Shareholders to Propose Resolutions at General Meetings Cayman Islands company law does not permit shareholders to move new resolutions at general meetings; however, shareholders wishing to propose resolutions can follow the procedures for convening an EGM by submitting a requisition - Cayman Islands company law does not contain provisions allowing shareholders to move new resolutions at general meetings[222] - Shareholders wishing to propose resolutions may do so by following the procedures for convening an extraordinary general meeting through submitting a requisition[222] Procedures for Shareholder Enquiries to the Board Bauhaus Group shareholders can submit written enquiries to the Board via mail or email, with the Company Secretary responsible for forwarding them to the relevant executive directors, committee chairmen, or management for effective handling - Shareholders may submit enquiries to the Board in writing via mail or email (ir@bauhaus.com.hk)[223] - The Company Secretary will forward enquiries to the relevant executive directors, chairmen of Board committees, or Group management for handling[224][226] Report of the Directors This report presents the audited consolidated financial statements for the year ended March 31, 2025, covering the Group's principal activities, business review, environmental policy, relationships with stakeholders, results, dividends, share capital, and major shareholders - This report presents the audited consolidated financial statements for the year ended March 31, 2025[227] - The company's principal activities are investment holding and managing the Group's business, with subsidiaries primarily engaged in the design and retail of fashion apparel, bags, and accessories, property holding, brand licensing, and providing management services[228] - The Group is committed to environmental protection and sustainable business operations, complying with relevant environmental laws, standards, and policies, and promoting paperless documentation, electronic communication, energy saving, and recycling materials[230] - The Group considers employees, customers, and suppliers key to its retail business success, offering competitive remuneration, a safe and healthy working environment, and building long-term relationships with customers and suppliers[231][232] - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[234] Principal Activities Bauhaus Group's principal activities include investment holding and group management, with subsidiaries primarily engaged in the design and retail of fashion apparel, bags, and accessories, property holding, brand licensing, and management services - The company's principal activities are investment holding and managing the Group's business[228] - Its subsidiaries are primarily engaged in the design and retail of fashion apparel, bags, and fashion accessories, property holding, brand licensing, and providing management services[228] Business Review The business review for the year ended March 31, 2025, is detailed in the "Chairman's Statement" and "Management Discussion and Analysis" sections, emphasizing the Group's compliance with relevant laws and regulations during the period - The Group's business review for the year ended March 31, 2025, is set out in the "Chairman's Statement" and "Management Discussion and Analysis" sections[229] - The Group has complied with relevant laws and regulations that have a significant impact on its operations during the review year[229] Environmental Policy and Performance Bauhaus Group is committed to environmental protection and sustainable operations, adhering to relevant environmental laws and policies in its operating jurisdictions, and promoting eco-friendly practices like paperless documentation, electronic communication, energy saving, and recycling - The Group is committed to complying with current relevant environmental laws, standards, and policies in the countries or jurisdictions where it primarily operates[230] - The Group promotes various environmental protection measures in its operations and workplaces, including paperless documentation, electronic communication, energy saving, and recycling materials[230]