凌锐控股(00784) - 2025 - 年度财报

Company Information This section provides fundamental company details, including board members, committee compositions, company secretary, auditors, registered office, principal place of business, legal advisors, share registrar, and principal bankers - The report provides basic company information, including details on the board of directors, committee structures, company secretary, auditors, registered office, principal place of business, legal advisors, share registrar, and principal bankers[6][7] Chairman's Statement This statement reviews the Group's financial performance for the year and outlines its strategic outlook amidst challenging market conditions Performance Review For the year ended March 31, 2025, the Group's total revenue increased by 10.5% to approximately HK$214.5 million, primarily due to strong performance in contract works after obtaining the general building contractor license Annual Revenue Performance | Fiscal Year | Total Revenue (HK$ Million) | Year-on-Year Growth | | :--- | :--- | :--- | | As of March 31, 2025 | 214.5 | 10.5% | | As of March 31, 2024 | 194.0 | - | Outlook The Hong Kong private property market is expected to remain slow due to high interest rates, intensifying competition in the construction sector, yet the Group remains optimistic, seeking opportunities by expanding its client base in the public sector foundation division - The Hong Kong private property market is anticipated to remain sluggish due to persistently high interest rates, leading to intense price competition in the construction industry[11] - The Group's potential opportunity lies in expanding its client base within the public sector foundation division, for which a project team has been established to focus on this objective[11] Management Discussion and Analysis This section provides an overview of the Group's business, key risks, financial performance, capital structure, and human resources Business Review and Outlook As a general contractor in Hong Kong, the Group primarily engages in foundation works and site formation, with FY2025 revenue growth driven by its general contractor license, while a high-interest rate environment poses challenges, necessitating prudent financial management and operational efficiency improvements - The Group's principal business involves foundation works, site formation, and related services[14] - Looking ahead, the high-interest rate environment is expected to adversely affect the construction industry, prompting the Group to maintain prudence in project selection and cost control[15] Key Risks and Uncertainties Key risks include high revenue reliance on non-recurring contracts and concentrated clientele, potential liability for subcontractor defaults, and deviations between estimated and actual project costs - Major risks include revenue dependence on non-recurring contracts and a few key clients, performance risk from subcontractors, and discrepancies between estimated and actual project costs[19] Financial Review In FY2025, the Group's revenue grew 10.5% to HK$214.5 million, with gross profit increasing to HK$31.0 million, though gross margin slightly declined to 14.4%, resulting in a net loss of approximately HK$20.5 million due to a HK$22.2 million impairment provision for a key client in liquidation FY2025 Key Financial Indicators | Indicator | FY2025 (HK$ Million) | FY2024 (HK$ Million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 214.5 | 194.0 | +10.5% | | Direct Costs | 183.5 | 165.4 | +10.9% | | Gross Profit | 31.0 | 28.6 | +8.4% | | Gross Margin | 14.4% | 14.8% | -0.4pp | | Administrative Expenses | 28.3 | 27.7 | Slight Increase | | Net (Loss)/Profit | (20.5) | 0.7 | From Profit to Loss | - The annual loss was primarily due to an impairment loss provision of approximately HK$22.2 million for trade receivables and contract assets from a client, Gammon Foundation Limited, which entered liquidation proceedings[27] Capital Structure, Liquidity and Financial Resources As of March 31, 2025, the Group's total equity was approximately HK$56.9 million, total debt HK$75.0 million, with the gearing ratio significantly rising to 131.8% from 82.0%, and bank balances decreasing to HK$14.7 million from HK$29.9 million, with liquidity primarily met by operating cash, bank borrowings, and equity contributions Capital and Liquidity Position (as of March 31) | Indicator | 2025 (HK$ Million) | 2024 (HK$ Million) | | :--- | :--- | :--- | | Bank Balances | 14.7 | 29.9 | | Total Equity | 56.9 | 77.4 | | Total Debt | 75.0 | 63.5 | | Bank Borrowings | 25.0 | 22.2 | - The gearing ratio (total debt/total equity) significantly increased from 82.0% in 2024 to 131.8% in 2025[32] - As of March 31, 2025, the Group had pledged machinery and equipment with a net book value of approximately HK$11.9 million and life insurance policy payments of approximately HK$4.2 million to secure bank facilities[34] Employees, Dividends and Others As of March 31, 2025, the Group had 77 full-time employees with total staff costs of approximately HK$38.1 million, and the Board did not recommend any final dividend for the year ended March 31, 2025 Employee Information | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 77 | 88 | | Total Staff Costs (HK$ Million) | 38.1 | 40.8 | - The Board did not recommend a final dividend for FY2025, consistent with FY2024[41] Biographical Details of Directors and Senior Management This section provides detailed biographical information for the company's directors and senior management, including their professional experience and academic backgrounds Biographical Details of Directors and Senior Management This section provides detailed biographical information for the company's executive, non-executive, and independent non-executive directors, senior management, and company secretary, including their age, position, professional experience, academic background, and roles in other listed companies - Detailed biographies of Executive Directors Mr. Ling Chi Fai and Mr. Leung Cheuk Ho are provided[44][45] - Detailed biographies of Non-Executive Director Mr. Ling Yuk Tong and four Independent Non-Executive Directors (Mr. Chong Kam Fung, Mr. Ho Chun Chung, Mr. Sze Wai Lam, Ms. Yau Shuk Man) are provided[46][48][49][50][52] - Detailed biographies of three Senior Management members (Mr. Tsang Kwok Ping, Mr. Wong Chi Wai, Mr. Lo Hin Chi) and Company Secretary Ms. Ng Hoi Ying are provided[54][55][56][57] Corporate Governance Report This report details the company's commitment to high corporate governance standards, board structure, risk management, and shareholder communication Corporate Governance Practices The company is committed to high corporate governance standards, fully complying with the HKEX Corporate Governance Code during the reporting period, and has adopted practices on anti-corruption, whistleblowing, shareholder communication, and board diversity in response to latest regulations - The company fully complied with the principles and code provisions of the Corporate Governance Code for the year ended March 31, 2025[59] - The company has adopted and implemented anti-corruption and whistleblowing policies, and regularly reviews its shareholder communication policy and board diversity policy[59][60][62] Board of Directors The Board oversees major company matters, including strategy, financial performance, and risk management, with distinct roles for Chairman and CEO to ensure power separation, a diverse composition including over one-third independent non-executive directors, and active participation in meetings and professional development during the reporting period - The roles of Chairman (Mr. Ling Chi Fai) and Chief Executive Officer (Mr. Leung Cheuk Ho) are separated to prevent concentration of power[81] - The Board has established Remuneration, Nomination, and Audit Committees, each with clearly defined written terms of reference[83] - The report discloses the attendance records of Board and committee meetings during the year, showing generally high attendance rates[91] Board Committees The company has Remuneration, Nomination, and Audit Committees, with the Remuneration Committee advising on director and executive compensation, the Nomination Committee reviewing board structure and proposing new directors, and the Audit Committee reviewing financial information, internal controls, and risk management, all predominantly chaired or composed of independent non-executive directors to ensure independence - The Remuneration Committee, chaired by Independent Non-Executive Director Mr. Chong, is responsible for reviewing directors' remuneration[86][87] - The Nomination Committee, chaired by Mr. Ling, is responsible for reviewing the Board's composition and recommending new director candidates[88] - The Audit Committee, chaired by Independent Non-Executive Director Mr. Ho, is responsible for reviewing financial reporting and internal control systems[89] Board Diversity Policy The company has adopted a Board Diversity Policy and Nomination Policy to enhance board diversity across gender, age, cultural background, and professional experience, committed to ensuring at least one female director, and the Nomination Committee annually monitors and reports on policy implementation - The company has adopted a Board Diversity Policy, considering factors such as gender, age, cultural background, and professional experience[93][94] - The Nomination Committee will ensure at least one female director on the Board, with Ms. Yau currently serving as a female director[95][96] Risk Management and Internal Control The Board is fully responsible for overseeing the company's internal control and risk management systems, conducting annual effectiveness reviews, and has established risk management procedures including identification, assessment, and mitigation, with the Audit Committee reviewing an independent consultant's internal control report and deeming the system effective and adequate, while also implementing whistleblowing, anti-corruption, and inside information disclosure policies - The Board is responsible for overseeing risk management and internal control systems, conducting annual effectiveness reviews[108] - The Audit Committee reviewed the independent consultant's internal control report and deemed the system effective; the company currently does not have an internal audit function but reviews its necessity annually[109][110] - The company has adopted whistleblowing, anti-corruption, and inside information disclosure policies to ensure high standards of business ethics and compliance[111][113][114] Communication with Shareholders and Investor Relations The company has adopted a shareholder communication policy to ensure equal and timely access to information for shareholders and investors through corporate communications, announcements, the company website, general meetings, and share registrar services, with the Board deeming existing channels effective - The company communicates with shareholders through various channels, including annual reports, interim reports, announcements, its website, and general meetings[119][121] Environmental, Social and Governance Report This report details the Group's environmental, social, and governance performance, including its policies, initiatives, and key metrics Report Overview and Governance This ESG report, prepared according to HKEX guidelines for FY2025, outlines the Board's ultimate responsibility for ESG strategy and reporting, supported by a dedicated team, and identifies occupational health and safety, labor practices, and waste management as key issues through stakeholder engagement and materiality analysis, while also addressing climate change-related physical and transition risks - The Board holds ultimate responsibility for ESG matters and has established a dedicated team for management and oversight[127] - Through materiality analysis, "Occupational Health and Safety," "Labor Practices," and "Waste and Water Management" were identified as the most critical ESG issues[131][134] - The report identifies climate change-related physical risks (e.g., extreme weather) and transition risks (e.g., policy and regulatory changes), outlining corresponding response measures[136] Environmental Protection In environmental protection, the Group manages air, noise, wastewater, and waste emissions at construction sites, achieving significant reductions in vehicle exhaust and total greenhouse gas emissions in FY2025, while non-hazardous waste slightly increased, and maintains ISO14001 environmental management certification with various energy and water conservation measures Key Environmental Performance Indicators | Indicator | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2e | 150.03 | 246.13 | | Total Non-Hazardous Waste | tonnes | 98,096 | 94,126 | | Total Energy Consumption | kWh | 457,976 | 785,203 | | Total Water Consumption | cubic meters | 2,470 | 1,449 | - During the reporting period, the Group was not aware of any significant non-compliance with environmental laws and regulations[139][154] Social The Group values employees as assets, offering competitive compensation and strictly adhering to labor laws, prohibiting child and forced labor, prioritizing occupational health and safety with an OHSAS18001 system and no fatal accidents reported, while also managing suppliers, protecting intellectual property, enforcing anti-corruption policies, and contributing to the Shatin Community Fund Employment and Safety Key Performance | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Number of Employees | 77 | 88 | | Total Employee Turnover Rate | 81.8% | 161.2% | | Number of Work-Related Injuries | 0 | 2 | | Lost Days Due to Work-Related Injuries | 0 | 816 | | Average Training Hours Per Employee | 1.7 hours | 0.6 hours | - The Group strictly complies with Hong Kong labor laws, with no significant violations, child labor, or forced labor identified during the reporting period[165][166][177] - The Group has established whistleblowing procedures and an anti-corruption policy, with no concluded corruption lawsuits during the reporting period[182][183] Directors' Report This report provides an overview of the Group's business, financial performance, key customers and suppliers, and details regarding directors, share capital, and share options Business and Financials This report outlines the Group's primary business as providing foundation engineering services in Hong Kong with no significant changes during the year, notes the Board's decision not to recommend a final dividend for FY2025, and discloses charitable donations of approximately HK$8,000 during the reporting period - The company's principal business is investment holding, with the Group primarily engaged in foundation engineering services in Hong Kong[198] - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[201] Major Customers and Suppliers This fiscal year, the Group experienced very high customer concentration, with the largest client accounting for 41.3% of total turnover and the top five clients collectively representing 98.8%, while supplier and subcontractor concentration was lower, with the top five suppliers and subcontractors accounting for 14.2% and 33.4% of direct costs, respectively Customer and Supplier Concentration | Category | Largest Single Share | Top Five Total Share | | :--- | :--- | :--- | | Customers (of total turnover) | 41.3% | 98.8% | | Suppliers (of direct costs) | 6.8% | 14.2% | | Subcontractors (of direct costs) | 11.3% | 33.4% | Directors, Share Capital and Share Options The report details board members' interests in company shares, noting Chairman Mr. Ling's 41.40% stake through a controlled corporation, and confirms that no share options were granted, exercised, or lapsed during the year ended March 31, 2025 - Chairman Mr. Ling is deemed to have an interest in 331,220,000 shares held by Reach Goal Development Limited, representing approximately 41.40% of the share capital[232] - For the year ended March 31, 2025, no share options were granted, exercised, cancelled, or lapsed, and there were no outstanding share options[213] - The company has maintained the minimum public float as required by the Listing Rules[242] Independent Auditor's Report This report presents the auditor's opinion on the consolidated financial statements and highlights key audit matters Audit Opinion Auditor BDO Limited issued an unmodified opinion, stating that the Group's consolidated financial statements fairly present its financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance - The auditor issued an unmodified opinion (i.e., a "clean" audit opinion) on the consolidated financial statements[246] Key Audit Matters The auditor identified two key audit matters: the recognition of revenue and direct costs for foundation engineering service contracts, due to significant management estimates of contract progress and budgeted costs; and the impairment assessment of trade receivables and contract assets, involving subjective management judgments and estimates for expected credit losses - Key Audit Matter One: Recognition of revenue and direct costs for foundation engineering service contracts; the auditor performed procedures including understanding processes, sampling contracts, and assessing budget reasonableness[249][250] - Key Audit Matter Two: Impairment assessment of trade receivables and contract assets; the auditor performed procedures including understanding the estimation process, testing data integrity, and evaluating the reasonableness of management's judgments[252][254] Consolidated Financial Statements This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, changes in equity, cash flows, and detailed notes Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group reported revenue of HK$214.5 million and gross profit of HK$31.0 million, but recorded a loss before tax of HK$20.5 million and a net loss of HK$20.5 million due to a HK$22.2 million impairment provision, resulting in a basic loss per share of HK$0.0257 Consolidated Statement of Profit or Loss Summary (For the year ended March 31) | Item (HK$ Thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 214,505 | 194,043 | | Gross Profit | 30,990 | 28,637 | | (Loss)/Profit Before Tax | (20,549) | 655 | | (Loss)/Profit for the Year | (20,549) | 655 | | Basic (Loss)/Earnings Per Share (HK cents) | (2.57) | 0.08 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HK$131.9 million, total liabilities HK$75.0 million, and net assets HK$56.9 million, a decrease from HK$77.4 million in the prior year, with current assets at HK$100.4 million and current liabilities at HK$72.2 million, resulting in net current assets of HK$28.1 million Consolidated Statement of Financial Position Summary (as of March 31) | Item (HK$ Thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Non-current Assets | 31,569 | 44,248 | | Current Assets | 100,350 | 96,673 | | Total Assets | 131,919 | 140,921 | | Current Liabilities | 72,235 | 58,734 | | Non-current Liabilities | 2,785 | 4,739 | | Total Liabilities | 75,020 | 63,473 | | Net Assets | 56,899 | 77,448 | | Total Equity | 56,899 | 77,448 | Consolidated Statement of Changes in Equity As of March 31, 2025, total equity attributable to owners of the company was HK$56.9 million, primarily decreasing due to the HK$20.5 million loss recorded during the year - Total equity at the beginning of the year was HK$77.448 million, decreasing to HK$56.899 million at year-end due to a loss of HK$20.549 million during the year[269] Consolidated Statement of Cash Flows In FY2025, the Group reported a net cash outflow from operating activities of HK$12.3 million, a shift from the prior year's HK$30.9 million inflow, with net cash inflow from investing activities of HK$0.07 million and net cash outflow from financing activities of HK$3.0 million, resulting in a net decrease in cash and cash equivalents of HK$15.2 million, ending the period with HK$14.7 million Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item (HK$ Thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | (12,254) | 30,909 | | Net Cash from Investing Activities | 67 | (1,382) | | Net Cash from Financing Activities | (2,980) | (12,310) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (15,167) | 17,217 | | Cash and Cash Equivalents at Beginning of Year | 29,853 | 12,636 | | Cash and Cash Equivalents at End of Year | 14,686 | 29,853 | Notes to the Consolidated Financial Statements This section provides detailed explanations and supplementary information for the consolidated financial statements, covering company information, accounting policies, key accounting estimates, breakdowns of items like revenue, property and equipment, trade receivables, and bank borrowings, as well as financial instrument risk management, related party transactions, and litigation - Note 4 indicates that revenue recognition for foundation engineering service contracts and impairment assessment of trade receivables are key sources of significant management estimates[338][339][340] - Notes 14 and 16 detail the composition of trade receivables and contract assets, disclosing a significant impairment provision due to a client's liquidation[372][383][418][420] - Note 26 elaborates on the financial risks faced by the Group, including market risk (interest rate), credit risk, and liquidity risk, providing corresponding sensitivity analyses and management policies[407][408][410][423] Financial Summary This section provides a concise overview of the Group's key financial performance and position over the past five fiscal years Five-Year Financial Summary This section provides a summary of the Group's key performance, assets, and liabilities for the past five fiscal years (2021-2025), indicating fluctuating revenue and a significant loss in FY2025, with net assets declining to their lowest point in five years Past Five Years Financial Data Summary (HK$ Thousand) | As of March 31 | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 214,505 | 194,043 | 238,957 | 344,286 | 240,989 | | (Loss)/Profit Before Tax | (20,549) | 655 | (32,722) | 3,077 | 111 | | (Loss)/Profit for the Year | (20,549) | 655 | (30,039) | 2,240 | (550) | | Assets and Liabilities | | | | | | | Total Assets | 131,919 | 140,921 | 179,165 | 221,063 | 207,813 | | Total Liabilities | 75,020 | 63,473 | 102,372 | 114,231 | 103,221 | | Net Assets | 56,899 | 77,448 | 76,793 | 106,832 | 104,592 |