正利控股(03728) - 2025 - 年度财报

Company Information This section details the composition of the Board of Directors and its committees, key personnel, independent auditor, and principal bankers, along with significant personnel changes during the reporting period - The report outlines the composition and chairpersons of the company's Board of Directors and its committees (Audit, Remuneration, Nomination), along with information on the company secretary, authorized representatives, independent auditor (BDO Limited), and principal bankers[3] - During the reporting period, several changes occurred in the Board and committee members, including Mr. Lui Yiu Wing's resignation as Executive Director, Ms. Ng Wah Ying's appointment as Executive Director, and Mr. Tong Hin Sum's re-designation from Independent Non-executive Director to Non-executive Director[3] Chairman's Statement The Chairman's Statement highlights the company's strong revenue growth in FY2025, driven by superstructure projects, and outlines strategic future directions including property leasing 2025 Financial Performance Summary | Indicator | Year Ended March 31, 2025 | Year Ended March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | Approx. HK$1,281.4 million | Approx. HK$896.7 million | ▲ 42.9% | | Basic Earnings Per Share | Approx. HK$0.93 cents | Approx. HK$1.06 cents | ▼ 12.3% | - Revenue growth primarily resulted from an increase of approximately HK$397.2 million in superstructure construction works services revenue, partially offset by a decrease of approximately HK$8.7 million in repair, maintenance, alteration, and addition (RMAA) works services revenue[8] - Looking ahead, the Group is confident in the prospects of Hong Kong's economy and construction industry, continuing to focus on its three core businesses: substructure, superstructure, and RMAA engineering, while exploring public sector opportunities. Additionally, the Group has incorporated property leasing as a principal business and acquired a property for rental in November 2024[9] Management Discussion and Analysis This section provides a comprehensive review of the Group's operational performance, financial position, liquidity, capital structure, human resources, and key risks and uncertainties Business Review and Outlook As a general contractor in Hong Kong, the Group's core businesses include substructure, superstructure, and RMAA engineering services, with total revenue growing 42.9% year-on-year to HK$1.281 billion in FY2025, primarily driven by strong growth in superstructure construction services, while also adding property leasing as a new principal business activity Revenue by Business Segment (Year Ended March 31) | Business Segment | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Growth/Decrease (%) | | :--- | :--- | :--- | :--- | | Substructure Construction Works Services | – | 3,813 | (100.0) | | Superstructure Construction Works Services | 1,278,389 | 881,143 | 45.1 | | RMAA Works Services | 3,033 | 11,733 | (74.1) | | Total | 1,281,422 | 896,689 | 42.9 | - Revenue from superstructure construction works services significantly increased by 45.1% year-on-year, mainly due to an increase in new projects and greater revenue recognition from projects nearing completion during the year[15] - Revenue from both substructure construction works and RMAA works services experienced significant declines, primarily due to a reduction in the number of related projects during the year[14][16] Financial Review Despite a 42.9% year-on-year revenue increase, profit for the year attributable to owners decreased by 11.9% to HK$9.4 million, primarily due to a decline in gross profit margin from 8.5% to 6.8% and increased administrative expenses and impairment losses - Gross profit increased by 13.7% year-on-year to HK$87.0 million, but the gross profit margin decreased from 8.5% in the previous year to 6.8%[18] - Administrative and other operating expenses increased by 17.8% year-on-year to HK$62.9 million, mainly due to a non-recurring contract asset impairment loss of approximately HK$5.1 million and an increase in employee benefit expenses of approximately HK$4.7 million[20] - Net profit decreased by 11.9% year-on-year to HK$9.4 million, primarily because the growth in gross profit was offset by increased employee benefit expenses and impairment losses on interests in associates[24] Liquidity, Financial Resources and Capital Structure As of March 31, 2025, the Group maintained a sound financial position with a current ratio of 1.1, and its gearing ratio significantly improved from 130.8% to 97.4%, indicating reduced financial leverage, with no major changes to its capital structure since 2018 Key Financial Ratios | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Current Ratio | Approx. 1.1 | Approx. 1.1 | | Gearing Ratio | Approx. 97.4% | Approx. 130.8% | - As of March 31, 2025, the Group's total assets were approximately HK$633.1 million, total liabilities approximately HK$496.5 million, and shareholders' equity approximately HK$136.7 million[25] - The Group's issued share capital is HK$10,130,000, comprising 1,013,000,000 ordinary shares of HK$0.01 each[33] Employees and Remuneration Policy As of March 31, 2025, the Group's total number of employees significantly increased to 251, with corresponding staff costs rising to HK$94.4 million, and the company offers competitive remuneration packages including salaries, bonuses, and share options Employee Data | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Employees | 251 | 171 | | Staff Costs | Approx. HK$94.4 million | Approx. HK$77.9 million | Key Risks and Uncertainties The Group faces key risks stemming from the non-recurring nature of its projects, reliance on suppliers, potential legal disputes, project cost estimation variances, dependence on key management personnel, labor shortages, license renewals, and claims for construction defects - The Group identified eight major risks covering revenue sources, supply chain, legal disputes, cost control, talent, labor, qualification certification, and engineering quality[40] Biographies of Directors and Senior Management This section provides detailed professional backgrounds, qualifications, and experience for the company's executive, non-executive, and independent non-executive directors, as well as senior management and the company secretary - This chapter details the personal biographies, professional qualifications, industry experience, and appointments in other listed companies or public organizations for the company's executive directors, non-executive directors, independent non-executive directors, senior management, and company secretary[41][46][48][55][64] Corporate Governance Report This report details the company's adherence to corporate governance principles, the structure and functions of its Board and committees, risk management framework, and mechanisms for shareholder communication Corporate Governance Practices During the reporting period, the company complied with the principles and code provisions of the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Ng Choi Wah (a deviation from Code Provision C.2.1), which the Board believes benefits the Group's stable leadership and efficient decision-making - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Ng Choi Wah, an arrangement the Board believes is in the Group's best interest for stable and consistent leadership[74] Board of Directors and Committees The Board of Directors, comprising executive, non-executive, and independent non-executive directors, is responsible for formulating business strategies and overseeing management, supported by Audit, Remuneration, and Nomination Committees, all of which maintained good attendance records during the reporting period - The Board has established Audit, Remuneration, and Nomination Committees to oversee specific areas, each with clear written terms of reference[90] Meeting Attendance Record During the Year | Committee | Total Meetings | Attendance Rate | | :--- | :--- | :--- | | Board | 5 | 98%* | | Audit Committee | 3 | 100% | | Nomination Committee | 3 | 100% | | Remuneration Committee | 3 | 100% | *Note: Average attendance rate calculated based on original data. Risk Management and Internal Control The Board is responsible for establishing, maintaining, and reviewing the Group's internal control and risk assessment systems, which it deemed adequate and effective during the reporting year, having adopted a three-line risk management approach and implemented whistleblowing and anti-corruption policies to strengthen internal controls - The Group adopts a three-line risk management approach: the first line involves departmental staff identifying risks, the second line consists of independent oversight by management, and the third line involves continuous review by the Audit Committee with assistance from external professional firms[110] - The Group has adopted whistleblowing and anti-corruption policies, maintaining a zero-tolerance stance on bribery and corruption[107][108] Shareholders' Rights and Communication The company outlines the procedures and rights for shareholders to convene extraordinary general meetings and has established various communication channels, including annual general meetings, annual reports, and its website, to ensure timely and effective engagement with shareholders and investors - Shareholders holding not less than one-tenth of the company's paid-up capital have the right to request the Board to convene an extraordinary general meeting[117] Environmental, Social and Governance Report This report details the Group's commitment to sustainable development, its ESG governance framework, environmental performance metrics, and social initiatives including employee welfare, supply chain management, and community engagement ESG Governance and Strategy The Group is committed to sustainable development, establishing a top-down governance structure overseen by the Board and an ESG Committee, and through materiality assessment, identified key ESG issues such as customer privacy, occupational health and safety, and anti-corruption, around which it will continuously improve - The Group has established an Environmental, Social and Governance (ESG) Committee, chaired by Executive Director Mr. Lam Ka Fai, to assist the Board in ESG governance[147] - Through materiality assessment, key issues identified include: customer privacy, occupational health and safety, anti-corruption, customer satisfaction, economic performance, compliance operations, and corporate governance[156] A. Environment The Group is committed to environmental protection, implementing an ISO 14001 environmental management system; during the reporting period, total greenhouse gas emissions increased due to business expansion, but total atmospheric pollutant emissions and energy consumption intensity both decreased, with the Group setting targets to maintain or reduce emissions and resource use intensity Key Environmental Performance Indicators | Indicator | FY2024/25 | FY2023/24 | Change | | :--- | :--- | :--- | :--- | | Total GHG Emissions (tonnes) | 799 | 573.0 | ▲ 39% | | GHG Emissions Intensity (tonnes/HK$ million revenue) | 0.6 | 0.6 | - | | Total Air Pollutant Emissions (kg) | 15,836.6 | 22,146.3 | ▼ 28% | | Total Non-hazardous Waste (tonnes) | 14,570.6 | 10,540.7 | ▲ 38% | | Total Water Consumption (cubic meters) | 15,356.0 | 9,208.0 | ▲ 67% | | Total Electricity Consumption (MWh) | 1,186.4 | 718.0 | ▲ 65% | - The Group has identified physical risks (e.g., extreme weather) and transition risks (e.g., policy and regulatory updates) arising from climate change and has developed corresponding risk response measures[186][187] B. Social The Group considers employees a key asset, with staff increasing to 251, and places high importance on occupational health and safety, noting an increase in work injury cases but no fatalities; in supply chain management, it collaborates with 726 approved suppliers and promotes their social responsibility, while actively fulfilling its own social responsibilities with annual donations of HK$1.6 million - As of March 31, 2025, the Group had 251 employees, with 74% male and 26% female[190][191] - During the reporting period, there were 14 work injury cases, resulting in 728 lost workdays, with no fatal cases; the Group aims to reduce the accident frequency to below 0.45 cases per 100,000 man-hours[197][198] - The Group collaborates with 726 approved suppliers and subcontractors, with the majority (705) based in Hong Kong[205] - During the reporting year, the Group donated a total of HK$1.6 million to various organizations, and 43 employees participated in community services, totaling 215 hours[220] Directors' Report This report covers the Group's financial results, dividend policy, principal activities, directors' and chief executive's interests in shares, share option scheme, and concentration of major customers and suppliers Results, Dividends and Principal Activities This report outlines the Group's principal activities as a general contractor providing construction engineering services in Hong Kong, with the Board not recommending any final dividend for the year ended March 31, 2025, and charitable donations totaling approximately HK$1.8 million during the year - The Board does not recommend the payment of any final dividend for the year ended March 31, 2025[232] - During the year, the Group made charitable and other donations of approximately HK$1.8 million[228] Directors' Interests and Share Option Scheme The report discloses the interests of directors and chief executives in the company's shares, with Chairman Mr. Ng Choi Wah holding approximately 72.73% equity, and regarding the share option scheme, 9,000,000 options were forfeited during the year, leaving 23,500,000 unexercised options at year-end Major Directors' Long Positions in the Company's Shares (as at March 31, 2025) | Director Name | Capacity | Total Amount | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Ng Choi Wah | Executive Director | 736,800,000 | 72.73% | - As of March 31, 2025, the company had 23,500,000 unexercised share options under the share option scheme, with an exercise price of HK$0.40 per share; during the year, 9,000,000 share options were forfeited, and no options were granted or exercised[265][275] Major Customers and Suppliers The Group exhibits high customer and supplier concentration, with the largest customer accounting for 24.8% of total revenue and the top five customers collectively representing 68.4%, while the largest supplier accounts for 20.1% of total purchases and the top five suppliers collectively represent 56.2% Customer and Supplier Concentration | Category | Percentage | | :--- | :--- | | Largest Customer | 24.8% | | Five Largest Customers Combined | 68.4% | | Largest Supplier | 20.1% | | Five Largest Suppliers Combined | 56.2% | Independent Auditor's Report The Independent Auditor's Report confirms the fair presentation of the consolidated financial statements and highlights key audit matters such as revenue recognition for construction contracts and impairment assessment of receivables - The auditor, BDO Limited, believes that the consolidated financial statements fairly and truly reflect the Group's consolidated financial position as of March 31, 2025, and its financial performance for the year then ended, and have been properly prepared[282] - Key audit matters include: - Revenue recognition for construction contracts: due to its materiality to the financial statements and significant management estimates involved[286] - Impairment assessment of trade and other receivables and contract assets: due to its significance and the substantial judgment and estimation uncertainty involved in the assessment process[290] Consolidated Financial Statements This section presents the Group's comprehensive financial performance, financial position, and cash flows for the reporting period, accompanied by detailed explanatory notes on accounting policies and specific line items Consolidated Statement of Comprehensive Income For the year ended March 31, 2025, the Group's revenue was HK$1.281 billion, a 42.9% year-on-year increase; however, profit for the year decreased from HK$10.7 million to HK$9.4 million due to increased cost of revenue and administrative expenses Consolidated Statement of Comprehensive Income Summary | Indicator (HK$ thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 1,281,422 | 896,689 | | Gross Profit | 87,049 | 76,582 | | Profit Before Income Tax | 12,027 | 13,501 | | Profit for the Year | 9,423 | 10,692 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets increased to HK$633 million, and net assets (total equity) rose to HK$137 million, with net current assets remaining stable and investment properties increasing by HK$7.69 million within non-current assets Consolidated Statement of Financial Position Summary | Indicator (HK$ thousand) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Non-current Assets | 78,659 | 72,208 | | Total Current Assets | 554,486 | 508,654 | | Total Current Liabilities | 494,971 | 452,406 | | Net Assets | 136,681 | 127,008 | Consolidated Statement of Cash Flows For the year ended March 31, 2025, cash from operating activities turned from a net outflow to a net inflow of HK$40.4 million, investing activities generated a net inflow of HK$13.5 million primarily from the release of pledged bank deposits, and financing activities resulted in a net outflow of HK$46.8 million mainly for bank loan repayments, increasing cash and cash equivalents to HK$50.1 million at year-end Consolidated Statement of Cash Flows Summary | Indicator (HK$ thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash From/(Used In) Operating Activities | 40,393 | (28,572) | | Net Cash From Investing Activities | 13,516 | 717 | | Net Cash (Used In)/From Financing Activities | (46,804) | 13,861 | | Net Increase/(Decrease) in Cash and Cash Equivalents | 7,105 | (13,994) | | Cash and Cash Equivalents at End of Year | 50,111 | 43,006 | Notes to the Consolidated Financial Statements This section provides detailed notes to the financial statements, including key accounting policies adopted, significant accounting judgments and estimates, breakdowns of various items such as revenue, property, financial instruments, and borrowings, as well as related party transactions and risk management policies - The notes provide detailed explanations of key accounting policies, including revenue recognition, impairment of financial instruments, and lease accounting[318][322][336][346] - The notes disclose detailed information on segment reporting, directors' remuneration, related party transactions, guarantees, and litigation[368][379][425][428][430] Financial Summary This section provides a five-year overview of the Group's key financial performance indicators, including revenue, profit before income tax, and net assets, for comparative analysis Five-Year Financial Summary | Indicator (HK$ thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,281,422 | 896,689 | 708,782 | 536,502 | 908,809 | | Profit/(Loss) Before Income Tax | 12,027 | 13,501 | 14,191 | (20,823) | 12,806 | | Net Assets | 136,681 | 127,008 | 116,295 | 104,736 | 125,936 |