仍志集团控股(08079) - 2025 - 年度财报

Financial Highlights Still Goal Group Holdings Limited experienced a significant decline in revenue and total assets for the year ended March 31, 2025, with a narrowed loss and a substantial reduction in equity attributable to owners of the Company 2025 vs. 2024 Key Financial Data Comparison (Thousand HKD) | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | 41,559 | 53,318 | -22.06% | | Loss for the year | (45,971) | (114,648) | -59.92% | | Loss attributable to owners of the Company | (45,421) | (114,403) | -60.30% | | Total assets | 41,908 | 86,850 | -51.74% | | Total liabilities | (13,173) | (14,292) | -7.70% | | Equity attributable to owners of the Company | 29,530 | 72,803 | -59.44% | Corporate Information This section lists Still Goal Group Holdings Limited's Board of Directors, company secretary, compliance officer, authorised representatives, and committee compositions, along with auditor, share registrars, offices, bankers, stock code, and website - The Board comprises four Executive Directors and four Independent Non-Executive Directors, with Mr. Cheung Leung resigning on April 10, 2025[10] - The Company has established Audit, Remuneration, and Nomination Committees to ensure effective corporate governance[10] - The Company's stock code is 8079, and its principal bankers include Bank of China (Hong Kong), DBS Bank (Hong Kong), and The Bank of East Asia[11] Chairman's Statement The Chairman's Statement reviews the Group's audited consolidated results for the year ended March 31, 2025, highlighting the money lending business as a core stable revenue source and outlining plans to enhance e-commerce, develop own-brand products, and expand into health and wellness markets amid global economic slowdowns - The money lending business remains the Group's core operation, generating stable revenue[13][14][18] - The Group will enhance its e-commerce system, develop own-brand products, and procure health and wellness products to meet market demand[13][14][18] - Facing a challenging operating environment, the Group's primary goals are to increase revenue, reduce costs, and achieve profitability[14] - The Group will continue to adopt a prudent money lending policy, closely monitor its loan portfolio quality, and actively seek investment opportunities for business diversification[14][15] Management Discussion and Analysis Management Discussion and Analysis details the Group's FY2025 business performance, operational review, impairment situation, unfulfilled profit guarantees, capital structure changes, and financial resources, demonstrating successful loss reduction through prudent management and cost control despite global economic challenges Business Review The Group's money lending business remains a core revenue source, while it continues to develop retail and online sales, focusing on e-commerce system enhancements and own-brand products, and has secured distribution rights for Korean health supplements to meet growing demand amid global economic slowdowns and geopolitical tensions - The money lending business is the Group's core operation, generating stable revenue[18] - The Group has been developing retail and online sales since 2015, planning to improve its e-commerce system and develop own-brand products[18] - Distribution and sales rights for health supplement products from FromBio Co. Limited, Korea, covering liver, gut, and eye health, have been secured[18] - Facing global economic slowdown, high interest rates, and geopolitical tensions, the Group adopts a prudent and rigorous business management approach[18] Operations Review For the fiscal year ended March 31, 2025, the Group's revenue decreased to approximately HKD 41.6 million, but loss before tax significantly narrowed due to reduced fair value losses on financial assets, impairment losses on other assets, administrative expenses, and expected credit loss provisions; while money lending and retail/wholesale revenues declined, the Group is enriching its health supplement portfolio to boost income 2025 Operating Revenue Comparison (Thousand HKD) | Business Segment | FY2025 Revenue | FY2024 Revenue | YoY Change | | :--- | :--- | :--- | :--- | | Money Lending Business | 7,500 | 14,000 | -46.43% | | Retail and Wholesale Business | 34,100 | 39,300 | -13.23% | | Total Revenue | 41,600 | 53,300 | -22.06% | - The decrease in money lending business revenue was primarily due to a reduction in the average amount of performance loans provided to borrowers, with the Group continuing to adopt a prudent loan assessment approach[20] - Retail and wholesale business revenue decreased by 13.23%, mainly impacted by intense market competition and weak local consumption due to citizens traveling north for spending[36] - The Group plans to increase retail and wholesale business revenue by enriching its health supplement portfolio, having secured distribution and sales rights for FromBio Co. Limited's supplements[35] Money Lending Business Money lending business revenue decreased to approximately HKD 7.5 million in FY2025, primarily due to a reduction in average loan amounts, with the Group operating through Easy Repay Finance Limited, providing mortgage and personal loans to Hong Kong residents under strict credit assessment and monitoring measures - Money lending business revenue was approximately HKD 7,500,000, a decrease from the previous year, mainly due to a reduction in the average amount of performance loans provided to borrowers[20] - The Group operates its money lending business through Easy Repay Finance Limited (a licensed money lender), primarily offering loans to Hong Kong residents, funded by internal resources[21] - Strict credit assessment policies consider borrowers' financial background, repayment ability, credit rating, and collateral value to determine loan terms[23][24] FY2025 Loan Portfolio Overview (Thousand HKD) | Loan Type | Carrying Amount | Percentage | Annual Interest Rate Range | Term Range | | :--- | :--- | :--- | :--- | :--- | | Mortgage Loans | 5,323 | 23% | 14%-24% | 12-180 months | | Secured Car Loans | 18,124 (Total) | 77% (Total) | 10%-31% | 12-60 months | | Unsecured Personal Loans | 18,124 (Total) | 77% (Total) | 16%-48% | 6-180 months | | Total | 23,447 | 100% | | | - The largest borrower accounted for approximately 14.9% of the net loan portfolio, and the top five borrowers collectively accounted for approximately 35%[29] - Internal control measures include regular monitoring of borrowers' financial status and collateral value, along with standard loan collection procedures to mitigate credit risk[30][31][32][33] Retail and Wholesale Business The Group operates three retail stores and online grocery sales, focusing on health and wellness products and own-brand ready-to-eat foods, with wholesale operations reselling goods to other retailers; FY2025 revenue decreased by 13.23% to approximately HKD 34.1 million due to market competition and weak local consumption, but the Group plans to boost income by expanding its health supplement portfolio, including distribution rights for FromBio Co. Limited's products - The Group operates three retail stores (Wan Chai, Lai Chi Kok, Kowloon Bay) and online grocery sales, focusing on health and wellness products and own-brand ready-to-eat foods[34] - Wholesale business sources goods from Hong Kong, Taiwan, Korea, Japan, and Malaysia, including snacks, groceries, frozen foods, imported fruits, ready-to-eat meals, and human/pet health supplements[35] - Retail and wholesale business revenue was approximately HKD 34,100,000, a 13.23% decrease from the previous year, mainly due to intense market competition and weak local consumption caused by citizens traveling north for spending[36] - The Group aims to increase revenue by enriching its health supplement portfolio, having secured distribution and sales rights for FromBio Co. Limited's supplements[35] Disposal of Property The Group signed an agreement on February 9, 2024, to sell a commercial property in Chatham Road South, Kowloon, for HKD 1.6 million, with completion in April 2024, and net proceeds of approximately HKD 1.57 million used for general working capital to improve financial position - The Group sold a commercial property in Chatham Road South, Kowloon, for HKD 1,600,000, with completion in April 2024[37] - Net proceeds from the sale, approximately HKD 1,570,000, were used for the Group's general working capital to improve its financial position[37] Impairment The Group recognized several impairment losses in FY2025, including approximately HKD 2.9 million net expected credit loss for loans and advances, HKD 3.45 million fair value loss on financial assets at fair value through profit or loss (film copyright investment), HKD 1.344 million goodwill impairment, and approximately HKD 8.049 million and HKD 4.15 million for property, plant and equipment and right-of-use assets, respectively, reflecting economic downturn, film industry slump, and recoverable amounts below carrying values - Net expected credit loss for loans and advances to customers was approximately HKD 2,900,000, significantly lower than last year but still impacted by economic downturn affecting borrowers' repayment ability[42] - A fair value loss of HKD 3,450,000 was recognized on film copyright investment, as the Group decided to cease investment and dispose of it due to slow progress and a sluggish film industry[44] - Goodwill carrying amount was zero as of March 31, 2025, with an impairment loss of HKD 1,344,000 recognized, as the recoverable amount of the cash-generating unit was below its carrying amount[45] - Impairment losses of approximately HKD 8,049,000 for property, plant and equipment and HKD 4,150,000 for right-of-use assets were recognized, primarily because the recoverable amounts of the operating segments were below their respective carrying amounts[46] Impairment of Loans and Advances to Customers The Group assesses impairment of receivables using the expected credit loss model under HKFRS 9, categorizing loans into three stages based on credit quality deterioration, recognizing a net impairment loss of approximately HKD 2.9 million in FY2025 primarily due to delayed repayments from economic downturn, and maintaining internal credit ratings and regular credit risk monitoring - The Group applies the expected credit loss model under HKFRS 9 to assess impairment of receivables, categorizing loans into three stages: Stage 1 (12-month ECL), Stage 2 (lifetime ECL, no credit impairment), and Stage 3 (lifetime ECL, credit impaired)[38][40][43] - A net expected credit loss of approximately HKD 2,900,000 for loans and advances to customers was recognized in FY2025, mainly due to delayed repayments caused by economic downturn affecting borrowers' repayment ability[42] Internal Credit Rating and Expected Credit Loss Basis | Internal Credit Rating | Description | Basis for Recognizing Expected Credit Loss | | :--- | :--- | :--- | | Normal | Borrower can fulfill loan terms, no repayment ability concerns | 12-month Expected Credit Loss | | Watchlist | Borrower can currently repay loans and interest, but specific factors may cause adverse effects | Lifetime Expected Credit Loss – Not Credit Impaired | | Substandard | Borrower's ability to repay loans is questionable, potential for losses | Lifetime Expected Credit Loss – Credit Impaired | | Doubtful | Borrower cannot fully repay principal and interest, significant losses will be recognized | Lifetime Expected Credit Loss – Credit Impaired | | Loss | Loan principal and interest are unrecoverable or only a small portion is recoverable | Amount written off | Fair Value Loss on Financial Assets at Fair Value Through Profit or Loss The Group invested HKD 3.6 million in film copyrights in 2022 for a 15% interest, but due to slow film progress and a sluggish industry, it decided to cease investment and sold it for HKD 0.15 million on May 26, 2025, recognizing a fair value loss of HKD 3.45 million - The Group invested HKD 3,600,000 in film copyrights in 2022, holding a 15% interest[44] - Due to slow film progress and a sluggish film industry, the Group decided to cease investment and sold it for HKD 150,000 on May 26, 2025[44] - A fair value loss of HKD 3,450,000 was recognized[44] Impairment of Goodwill As of March 31, 2025, the Group's goodwill carrying amount was zero (HKD 1.344 million in 2024), with a cumulative impairment loss of HKD 1.344 million recognized, based on the recoverable amount of the cash-generating unit being lower than its carrying amount - As of March 31, 2025, goodwill carrying amount was zero HKD (2024: HKD 1,344,000), with a cumulative impairment loss of HKD 1,344,000 recognized[45] - Impairment assessment is based on the recoverable amount of the cash-generating unit (higher of value in use or fair value less costs of disposal) being lower than its carrying amount[45] Impairment of Property, Plant and Equipment and Right-of-Use Assets Due to significant losses in FY2025, the Group assessed impairment for property, plant and equipment and right-of-use assets, recognizing impairment losses of approximately HKD 8.049 million (2024: HKD 5.12 million) and HKD 4.15 million (2024: HKD 1.677 million) respectively, as the recoverable amounts of the money lending and grocery retail and wholesale operating segments were below their carrying values - Impairment loss of approximately HKD 8,049,000 was recognized for property, plant and equipment (2024: HKD 5,120,000)[46] - Impairment loss of approximately HKD 4,150,000 was recognized for right-of-use assets (2024: HKD 1,677,000)[46] - The impairment was due to the estimated recoverable amounts of the cash-generating units for the money lending business and the grocery retail and wholesale business operating segments being lower than their respective carrying amounts[46] Profit Guarantee The sellers of Link Hope Limited and Pet Supermarket Limited, Mr. Chong Sai Chit and Ms. Li Yung, provided profit guarantees, but both companies recorded net losses during the guarantee period, resulting in the sellers owing HKD 4 million each to Link Hope and Pet Supermarket, with the Group currently negotiating repayment arrangements including offsetting service fees, extending service terms, selling remaining shares, or cash installments - The sellers of Link Hope Limited and Pet Supermarket Limited (Mr. Chong Sai Chit and Ms. Li Yung) provided a two-year profit guarantee, with guaranteed profits of not less than HKD 1,000,000 for the first year and HKD 3,000,000 for the second year[47][49][50][54] - Both companies recorded net losses during the guarantee period, resulting in the sellers owing HKD 4,000,000 each to Link Hope and Pet Supermarket[48][51] - The Group is negotiating repayment arrangements with the sellers, including offsetting service fees, extending service terms, selling remaining shares, or cash installments[48][51] Share Option Scheme The Company adopted a share option scheme on May 29, 2023, with a ten-year validity, aimed at rewarding and retaining employees, directors, and other participants who contribute to the Group's development, with no share options granted during the year ended March 31, 2025 - The Company adopted a share option scheme on May 29, 2023, with a ten-year validity, aimed at rewarding and retaining employees, directors, and other participants who contribute to the Group's development[52] - No share options were granted during the year ended March 31, 2025[53] Liquidity and Financial Resources As of March 31, 2025, the Group's cash and cash equivalents were approximately HKD 4 million, a decrease from the previous year, with no borrowings and a zero debt-to-equity ratio; the Group primarily transacts in HKD and has not implemented hedging to mitigate currency risk Liquidity and Financial Resources Comparison (Thousand HKD) | Metric | March 31, 2025 | March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | 4,000 | 4,900 | -18.37% | | Borrowings | 0 | 1,200 | -100% | | Debt-to-equity ratio | 0 | N/A | - | | Pledged financial instruments | None | 1,200 | -100% | - The Group primarily funds its operations through internally generated cash flows[55] - The majority of the Group's transactions are denominated in HKD, and no hedging or other arrangements have been implemented to mitigate currency risk[58][59] Employees and Retirement Benefit Schemes As of March 31, 2025, the Group had 37 full-time employees, a slight decrease from the previous year, with total employee remuneration of approximately HKD 14.1 million, also reduced from last year; the Group operates a Mandatory Provident Fund Scheme for employees in accordance with Hong Kong law, with remuneration determined by performance, experience, and industry practice Employees and Remuneration Comparison (Thousand HKD) | Metric | March 31, 2025 | March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of full-time employees | 37 | 38 | -1 | | Total employee remuneration (including Directors) | 14,100 | 20,800 | -32.21% | - The Group operates a Mandatory Provident Fund Scheme for employees under the Hong Kong Mandatory Provident Fund Schemes Ordinance, which is a defined contribution scheme[61] - Employee remuneration is determined based on work performance, experience, and prevailing industry practice[60] Capital Structure The Group underwent capital structure changes in FY2025, including the successful allotment and issuance of 103.7 million subscription shares to six subscribers, raising approximately HKD 2.148 million net for general working capital, and a capital reorganisation effective November 27, 2024, involving share consolidation, capital reduction, and share premium reduction, with the resulting credit transferred to contributed surplus to offset accumulated losses - On October 4, 2024, 103,700,000 subscription shares were successfully allotted and issued at HKD 0.021 per share, raising net proceeds of approximately HKD 2,148,000 for general working capital[62] - A capital reorganisation effective November 27, 2024, included a share consolidation (every 20 existing shares consolidated into 1 consolidated share), changing issued shares from 622,344,031 to 31,117,201 shares[64][65] - The capital reduction decreased the par value of each issued consolidated share from HKD 0.20 to HKD 0.01, and reduced the share premium account by approximately HKD 396,278,000 to zero[66][67][71] - The credit of HKD 402,190,000 arising from the capital reduction and share premium reduction will be transferred to the contributed surplus account to offset accumulated losses[67] Contingent Liabilities As of March 31, 2025, the Company had no corporate guarantees provided to third parties - As of March 31, 2025, the Company had no corporate guarantees provided to third parties[69] Dividends The Company's Directors do not recommend the payment of any dividends for the year ended March 31, 2025 - The Company's Directors do not recommend the payment of any dividends for the year ended March 31, 2025 (2024: nil)[70] - For the fiscal year ended March 31, 2025, the Group's revenue was approximately HKD 41,600,000, a decrease of approximately 22% from the previous year[19] - Loss before tax decreased, primarily due to reduced fair value losses on financial assets, impairment losses on other assets, administrative expenses, and expected credit loss provisions[19] - The Group is actively seeking business diversification, having secured distribution and sales rights for health supplement products from FromBio Co. Limited, Korea[18][35] Biographical Details of Directors and Senior Management This section provides detailed biographical information for the Group's Executive and Independent Non-Executive Directors, including their age, appointment dates, professional backgrounds, experience, and roles within the Company, highlighting their extensive expertise across health supplements, property investment, financial accounting, marketing, and retail management Executive Directors Executive Directors include Chairman Mr. Chan Yan Tak, Mr. Lam Ming Shing, Ms. Siu Yeuk Hung, and Mr. Law Ka Kei, who possess extensive experience in health supplements, property investment, financial accounting, marketing, and retail management; Mr. Chan Yan Tak had a bankruptcy record that was discharged and his company shares were subject to compulsory share charge on December 16, 2024, and he is related to Mr. Lam Ming Shing by marriage - Mr. Chan Yan Tak is the Chairman and controlling shareholder, with experience in health supplement and pharmaceutical trading, property investment, and development[72] - Mr. Lam Ming Shing has over 22 years of experience in financial and management accounting and is a member of the Hong Kong Institute of Certified Public Accountants[76] - Ms. Siu Yeuk Hung possesses extensive experience in marketing and business development[78] - Mr. Law Ka Kei has over 18 years of experience in chain retail management[79] Independent Non-Executive Directors Independent Non-Executive Directors include Mr. Lee Kan Fai, Mr. Law Yu Hin, and Ms. Ho Sau Ping, who bring expertise in accounting, corporate finance, consulting, entrepreneurship, investment, AI, media, and philanthropy, providing independent perspectives and professional advice to the Board, with Mr. Law Yu Hin actively involved in the startup and technology sectors and dedicated to philanthropy and mental health advocacy - Mr. Lee Kan Fai has over 20 years of experience in accounting, corporate finance, and consulting services in Malaysia, Hong Kong, and China, and is a fellow member of the Hong Kong Institute of Certified Public Accountants[80][81] - Mr. Law Yu Hin is an entrepreneur, investor, best-selling author, visiting professor, and philanthropist, serving as Chairman of Siu Hin International Group Limited and CEO of Worry-Free AI Limited[82] - Mr. Law Yu Hin is dedicated to philanthropy and mental health advocacy, serving as Chairman of the Hong Kong International Mental Health Association[83] - Ms. Ho Sau Ping held senior positions in media companies for over 14 years and is involved in charitable work and operational management of social and cultural institutions[84] - Executive Directors include Chairman Mr. Chan Yan Tak, Mr. Lam Ming Shing, Ms. Siu Yeuk Hung, and Mr. Law Ka Kei, possessing extensive experience in health food, property investment, financial accounting, and retail management[72][76][78][79] - Independent Non-Executive Directors include Mr. Lee Kan Fai, Mr. Law Yu Hin, and Ms. Ho Sau Ping, specializing in accounting, corporate finance, consulting services, entrepreneurship, investment, AI, media, and philanthropy[80][82][84] - Mr. Chan Yan Tak was adjudicated bankrupt on January 19, 2000, and discharged on January 19, 2004; his shares in the Company were subject to compulsory share charge on December 16, 2024[73][74] - Mr. Chan Yan Tak and Mr. Lam Ming Shing are related by marriage (brother-in-law and brother-in-law)[75][77] Corporate Governance Report This report outlines Still Goal Group Holdings Limited's corporate governance practices for the year ended March 31, 2025, confirming compliance with the GEM Listing Rules' Corporate Governance Code, detailing Board responsibilities, composition, meetings, and the operations of the Remuneration, Audit, and Nomination Committees, while also covering Board diversity, director training, financial reporting, auditor's remuneration, risk management, internal controls, inside information, investor relations, and shareholder rights Corporate Governance Practices The Company is committed to high standards of corporate governance to safeguard shareholder interests and fully complied with the Corporate Governance Code in Appendix C1 of the GEM Listing Rules for the year ended March 31, 2025, with the Board responsible for formulating and reviewing governance policies, overseeing director and senior management training, ensuring regulatory compliance, establishing codes of conduct, and reviewing governance reports - The Company has consistently complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules during FY2025[85] - The Board is responsible for formulating and reviewing corporate governance policies and practices, overseeing director and senior management training, ensuring compliance with laws and regulations, establishing codes of conduct, and reviewing corporate governance reports[86] Directors' Securities Transactions The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules and has confirmed, through inquiry with all Directors, their compliance with this standard for the fiscal year ended March 31, 2025 - The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[87] - All Directors have confirmed compliance with the required standard of dealings during FY2025[88] Board of Directors The Board of Directors comprises talented and experienced members with a balanced mix of Executive and Non-Executive Directors, holding 5 meetings and 2 general meetings during the fiscal year ended March 31, 2025, with full attendance; the roles of Chairman and Chief Executive Officer are separate, held by Mr. Chan Yan Tak and Ms. Siu Yeuk Hung respectively, and all Independent Non-Executive Directors have submitted annual confirmations of independence and are considered independent by the Company - The Board members are talented and experienced, with a balanced composition of Executive and Non-Executive Directors[89] - During the fiscal year ended March 31, 2025, the Board held 5 meetings and 2 general meetings, with all Directors attending[89] - The roles of Chairman and Chief Executive Officer are separate, with Mr. Chan Yan Tak serving as Chairman and Ms. Siu Yeuk Hung as Chief Executive Officer, in compliance with Code Provision C.2.1[91][92] - All Independent Non-Executive Directors have submitted annual confirmations of independence and are considered independent by the Company, in compliance with GEM Listing Rule 5.09[90] Board Committees The Company has established Remuneration, Audit, and Nomination Committees in accordance with the Corporate Governance Code, each with written terms of reference; the Remuneration Committee assesses director and senior management compensation, the Audit Committee reviews financial statements and monitors internal controls, and the Nomination Committee reviews Board structure, size, and composition, identifies suitable candidates, and assesses the independence of Independent Non-Executive Directors, with all committees holding regular meetings in FY2025 to fulfill their duties - The Remuneration Committee comprises four Independent Non-Executive Directors and three Executive Directors, responsible for assessing the performance of Executive Directors and senior management and making recommendations on remuneration packages to the Board[93][95] - The Audit Committee comprises four Independent Non-Executive Directors, primarily responsible for reviewing annual reports, financial statements, and interim reports, and monitoring financial reporting and internal control procedures[96] - The Nomination Committee comprises four Independent Non-Executive Directors and three Executive Directors, responsible for reviewing the Board's structure, size, and composition, identifying suitable candidates, and providing recommendations for the re-election of retiring Directors[97][98] Diversity The Company has adopted a Board Diversity Policy to enhance Board effectiveness, ensuring a suitable and balanced mix of skills, experience, and perspectives, considering factors such as professional qualifications, experience, culture, educational background, gender, and age, and has set measurable objectives to implement this policy, believing its current Board composition is diverse in professional background and skills - The Company has adopted a Board Diversity Policy aimed at enhancing Board effectiveness and ensuring a suitable and balanced mix of skills, experience, and perspectives[99] - Diversity considerations include professional qualifications, experience, cultural and educational background, gender, and age[99] - The Board has set measurable objectives (in terms of gender, skills, and experience) to implement the diversity policy and reviews it regularly[99] Directors' Training and Continuous Professional Development All Directors are required to participate in continuous professional development to update their skills and ensure understanding of the Group's business, operations, and responsibilities under the GEM Listing Rules; the Company continuously updates Directors on legal and regulatory requirements and arranges briefings and professional development as needed to enhance compliance awareness and good corporate governance practices - All Directors are required to participate in continuous professional development to develop and update their skills, ensuring an understanding of the Group's business, operations, and responsibilities under the GEM Listing Rules[101] - The Company continuously updates Directors on the latest developments in GEM Listing Rules and other regulatory requirements to ensure compliance and enhance awareness of good corporate governance practices[102] Responsibility for Financial Reporting and Auditor's Remuneration The Board is responsible for presenting comprehensive, clear, and understandable annual, interim, and quarterly reports, acknowledging its responsibility for preparing financial statements; the external auditor, Ascent Partners CPA Limited, received HKD 0.88 million in remuneration for statutory audit services in FY2025 - The Board is responsible for presenting comprehensive, clear, and understandable annual, interim, and quarterly reports, and acknowledges its responsibility for preparing financial statements[103][104] Auditor's Remuneration (Thousand HKD) | Service Type | FY2025 Remuneration | | :--- | :--- | | Statutory audit services | 880 | Risk Management and Internal Control The Board bears overall responsibility for the internal control system and has established risk management and internal control systems, with the Audit Committee assisting in overseeing their design, implementation, and monitoring; the Group employs a three-line-of-defence model to identify, assess, and manage risks and engages an independent third-party internal control consultant for annual system reviews, with the Board and Audit Committee deeming the systems effective and adequate, identifying no significant control deficiencies - The Board bears overall responsibility for the internal control system and has established risk management and internal control systems[108] - The Group employs a three-line-of-defence model to identify, assess, and manage various types of risks, including operating management, compliance officer/financial controller/company secretary/IT department, and independent consultants[109] - The Group engages an independent third-party internal control consultant to review the internal control system annually and propose improvements[110] - The Board and Audit Committee consider the risk management and internal control systems effective and adequate, having identified no significant issues that could affect shareholders[110] Inside Information and Investor Relations The Company has established a disclosure policy to guide Directors, officers, and employees on handling confidential information, monitoring disclosures, and responding to inquiries, implementing control procedures to strictly prohibit unauthorised access and use of inside information; the Company values effective communication with shareholders, ensuring timely and public dissemination of information through HKEX announcements, annual reports, interim reports, its website, and general meetings - The Company has established a disclosure policy providing guidance on handling confidential information, monitoring information disclosure, and responding to inquiries, and has implemented control procedures to strictly prohibit unauthorised access and use of inside information[111][112] - The Company values effective communication with shareholders, ensuring timely and public dissemination of information through HKEX announcements, annual reports, interim reports, its website, and other channels[113] Shareholders' Rights Shareholder rights and procedures for demanding a poll vote at general meetings are outlined in the Company's Bye-laws; shareholders holding at least one-tenth of the paid-up share capital with voting rights can requisition an extraordinary general meeting, and the Company has adopted a shareholder communication policy to provide information through general meetings, financial reports, and its website, encouraging direct shareholder inquiries - Shareholder rights and procedures for demanding a poll vote at general meetings are set out in the Company's Bye-laws[114] - Shareholders holding not less than one-tenth of the paid-up share capital carrying voting rights may requisition an extraordinary general meeting[114][115] - The Company has adopted a shareholder communication policy, providing information through general meetings, financial reports, and its website, and encourages shareholders to ask questions directly[115] Environmental Matters and Stakeholder Relationships The Company is committed to environmental and social sustainability, complying with environmental laws and regulations and implementing effective environmental policies; it recognizes employees, customers, suppliers, and business partners as key stakeholders for its success, striving for corporate sustainability by providing quality products and services, fostering cooperation, and supporting society - The Company is committed to environmental and social sustainability, complying with environmental laws and regulations and implementing effective environmental policies[116] - The Company recognizes employees, customers, suppliers, and business partners as key stakeholders for its success, striving for corporate sustainability by providing quality products and services, fostering cooperation, and supporting society[117] Company Secretary Company Secretary Mr. To Chi has confirmed undertaking no less than 15 hours of relevant professional training for the year ended March 31, 2025, in compliance with GEM Listing Rule 5.15 - Company Secretary Mr. To Chi has confirmed undertaking no less than 15 hours of relevant professional training in FY2025, in compliance with GEM Listing Rule 5.15[118] - The Company consistently complied with the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules during FY2025[85] - The Board is responsible for formulating and reviewing corporate governance policies, overseeing director and senior management training, ensuring regulatory compliance, establishing codes of conduct, and reviewing corporate governance reports[86] - The roles of Chairman and Chief Executive Officer are separate, with Mr. Chan Yan Tak serving as Chairman and Ms. Siu Yeuk Hung as Chief Executive Officer, in compliance with code provisions[91][92] - The Board has adopted a diversity policy, considering professional qualifications, experience, cultural and educational background, gender, and age, and has set measurable objectives to implement this policy[99] - The Group employs a three-line-of-defence model to identify, assess, and manage risks, and engages an independent third-party internal control consultant for annual system reviews[109][110] Directors' Report The Directors' Report provides information for the year ended March 31, 2025, on the Group's principal activities, business review, results and appropriations, financial summary, property, plant and equipment, issued share capital, reserves, distributable reserves, major customers and suppliers, donations, Directors, service contracts, remuneration policy, share option scheme, substantial shareholders' interests, pre-emptive rights, listed securities transactions, connected transactions, competing interests, independence confirmation, public float, and auditor, reiterating key financial performance and corporate governance aspects Principal Activities and Business Review The Group primarily engages in money lending, investment in financial instruments and listed securities, and retail and wholesale businesses; the business review and future development are discussed in the Chairman's Statement and Management Discussion and Analysis, financial key performance indicators are presented in the Financial Highlights, and environmental matters and regulatory compliance are detailed in the Corporate Governance Report and Environmental, Social and Governance Report - The Group primarily engages in money lending business, investment in financial instruments and listed securities, and retail and wholesale business[120] - The business review and future development discussions are provided in the Chairman's Statement and Management Discussion and Analysis[121] - Environmental matters and regulatory compliance are detailed in the Corporate Governance Report and Environmental, Social and Governance Report[121] Results and Appropriations The Group's results for the year ended March 31, 2025, are presented in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, with the Directors not recommending any dividend payment for the year - The Group's results for the year ended March 31, 2025, are presented in the Consolidated Statement of Profit or Loss and Other Comprehensive Income[122] - The Company's Directors do not recommend the payment of any dividends for the year ended March 31, 2025 (2024: nil)[123] Financial Summary A summary of the Group's results, assets, and liabilities for the past five years is provided in the Financial Summary on page 3 of the report - A summary of the Group's results, assets, and liabilities for the past five years is provided on page 3 of the report[124] Property, Plant and Equipment Details of changes in the Group's property, plant and equipment are provided in Note 14 to the consolidated financial statements - Details of changes in the Group's property, plant and equipment are provided in Note 14 to the consolidated financial statements[125] Share Capital and Reserves Details of changes in the Company's issued share capital are provided in Note 31 to the consolidated financial statements, with changes in the Group's reserves during the year detailed on page 62 of the consolidated financial statements; as of March 31, 2025, the Company's distributable reserves to shareholders amounted to HKD 26.313 million - Details of changes in the Company's issued share capital are provided in Note 31 to the consolidated financial statements[126] - Details of changes in the Group's reserves during the year are provided on page 62 of the consolidated financial statements[127] - As of March 31, 2025, the Company's distributable reserves to shareholders amounted to HKD 26,313,000[128] Major Customers and Suppliers For the year ended March 31, 2025, the Group's top five suppliers accounted for approximately 56.7% of cost of sales, with the largest accounting for 22.8%; sales to the top five customers accounted for approximately 29.9% of turnover, with the largest accounting for 27.3%; none of the Directors, their associates, or shareholders holding more than 5% of the Company's issued share capital had any beneficial interest in the top five suppliers or customers - The Group's top five suppliers accounted for approximately 56.7% of cost of sales, with the largest supplier accounting for 22.8%[129] - Sales to the top five customers accounted for approximately 29.9% of turnover, with the largest customer accounting for 27.3%[129] - None of the Directors, their associates, or shareholders holding more than 5% of the Company's issued share capital had any beneficial interest in the top five suppliers or customers[129] Donations The Group made no donations during the year ended March 31, 2025 - The Group made no donations during the year ended March 31, 2025 (2024: nil)[130] Directors' and Officers' Liability Insurance The Company has purchased appropriate insurance for Directors and officers against liabilities arising from the Group's business and reviews the scope of coverage annually - The Company has purchased appropriate insurance for Directors and officers against liabilities arising from the Group's business and reviews the scope of coverage annually[131] Directors' Service Contracts and Management Contracts All Directors have entered into service contracts with the Company for a one-year term, automatically renewable unless terminated with three months' written notice, and are required to retire by rotation at least once every three years; no management and administration contracts involving the whole or any substantial part of the Company's business were entered into or existed during the year ended March 31, 2025 - All Directors have entered into service contracts with the Company for a one-year term, automatically renewable unless terminated with three months' written notice[132] - Directors are required to retire by rotation at least once every three years[132] - No management and administration contracts involving the whole or any substantial part of the Company's business were entered into or existed during the year ended March 31, 2025[133] Remuneration Policy The Remuneration Committee has been established to review the Group's remuneration policy and the remuneration structure for Directors and senior management, considering the Group's operating results, individual performance, and comparable market practices - The Remuneration Committee has been established to review the Group's remuneration policy and the remuneration structure for Directors and senior management[134] - Remuneration is determined considering the Group's operating results, individual performance, and comparable market practices[134] Remuneration of Directors, Senior Management and Five Highest Paid Individuals Details of the remuneration for Directors, senior management, and the five highest paid individuals are provided in Notes 9 and 10 to the consolidated financial statements, respectively - Details of the remuneration for Directors, senior management, and the five highest paid individuals are provided in Notes 9 and 10 to the consolidated financial statements, respectively[135] Share Option Scheme The Company adopted a share option scheme on May 29, 2023, with a ten-year validity, to incentivise or reward eligible participants who contribute to the Group's development; the maximum number of shares authorised for issue under the scheme is 2,593,220 shares, representing 10% of the total issued shares at the adoption date, with a sub-limit of 0.5% for service providers; the exercise price of share options must not be less than the closing price on the date of grant or the average closing price for the preceding five business days, whichever is higher; as of the reporting date, no share options have been granted, cancelled, exercised, or lapsed under the scheme - The Company adopted a share option scheme on May 29, 2023, with a ten-year validity, to incentivise or reward eligible participants who contribute to the Group's development[136] - The scheme authorises a maximum of 2,593,220 shares (post-capital reorganisation) for issue, representing 10% of the total issued shares at the adoption date[138] - The exercise price of share options must not be less than the closing price on the date of grant or the higher of the average closing price for the preceding five business days[141] - As of the reporting date, no share options have been granted, cancelled, exercised, or lapsed under the share option scheme[142] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares or Debentures of the Company or any Associated Corporation As of March 31, 2025, none of the Directors or the Chief Executive of the Company held any interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations that are required to be notified to the Company and the Stock Exchange under Part XV of the Securities and Futures Ordinance - As of March 31, 2025, none of the Directors or the Chief Executive of the Company held any interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations that are required to be notified to the Company and the Stock Exchange under Part XV of the Securities and Futures Ordinance[143] Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation As of March 31, 2025, substantial shareholder Mr. Chan Tsz Hong held 9,059,843 shares, representing approximately 29.12% of the issued share capital, while Mr. Chong Sai Chit held 3,952,500 shares, representing approximately 12.70%; Mr. Chong Sai Chit is related by marriage to Executive Directors Mr. Chan Yan Tak and Mr. Lam Ming Shing Substantial Shareholders' Shareholdings (as of March 31, 2025) | Name | Number of Shares | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | | Mr. Chan Tsz Hong | 9,059,843 | 29.12% | | Mr. Chong Sai Chit | 3,952,500 | 12.70% | - Mr. Chong Sai Chit is related by marriage to Executive Directors Mr. Chan Yan Tak and Mr. Lam Ming Shing[145] Pre-emptive Rights There are no provisions for pre-emptive rights in the Company's Bye-laws or Bermuda law, meaning the Company is not required to offer new shares pro-rata to existing shareholders - There are no provisions for pre-emptive rights in the Company's Bye-laws or Bermuda law, meaning the Company is not required to offer new shares pro-rata to existing shareholders[146] Purchase, Sale or Redemption of the Company's Listed Securities During the year ended March 31, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the year ended March 31, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[147] Connected Transactions Details of connected transactions during the period are set out in Note 33 to the consolidated financial statements; save as disclosed, there were no other transactions required to be disclosed as connected transactions under the GEM Listing Rules - Details of connected transactions during the period are set out in Note 33 to the consolidated financial statements[148] - Save as disclosed, there were no other transactions required to be disclosed as connected transactions under the GEM Listing Rules[149] Competing Interests None of the Directors or controlling shareholders of the Company had any interest in any business that competes or may compete with the Group's business - None of the Directors or controlling shareholders of the Company had any interest in any business that competes or may compete with the Group's business[150] Confirmation of Independence and Sufficiency of Public Float The Company has received annual confirmations of independence from each Independent Non-Executive Director in accordance with GEM Listing Rule 5.09 and considers all Independent Non-Executive Directors to be independent; based on publicly available information, the Company maintained the public float required by the GEM Listing Rules as of the reporting date - The Company has received annual confirmations of independence from each Independent Non-Executive Director in accordance with GEM Listing Rule 5.09 and considers all Independent Non-Executive Directors to be independent[151] - The Company maintained the public float required by the GEM Listing Rules as of the reporting date[152] Auditor The consolidated financial statements for the years ended March 31, 2025, 2024, and 2023 were audited by Ascent Partners CPA Limited; the auditor's tenure will expire at the Annual General Meeting, and a resolution will be proposed for re-appointment - The consolidated financial statements for the years ended March 31, 2025, 2024, and 2023 were audited by Ascent Partners CPA Limited[153] - Ascent Partners CPA Limited's tenure will expire at the Annual General Meeting, and a resolution will be proposed for re-appointment[153] - The Group primarily engages in money lending business, investment in financial instruments and listed securities, and retail and wholesale business[120] - The Company's Directors do not recommend the payment of any dividends for the year ended March 31, 2025[123] - As of March 31, 2025, the Company's distributable reserves to shareholders amounted to HKD 26,313,000[128] - The Group's top five suppliers accounted for approximately 56.7% of cost of sales, with the largest accounting for 22.8%; sales to the top five customers accounted for approximately 29.9% of turnover, with the largest accounting for 27.3%[129] - As of March 31, 2025, substantial shareholder Mr. Chan Tsz Hong held approximately 29.12% of the Company's shares, and Mr. Chong Sai Chit held approximately 12.70% of the shares[145] Environmental, Social and Governance Report This Environmental, Social and Governance Report, prepared in accordance with Appendix C2 of the HKEX Listing Rules, covers Still Goal Group Holdings Limited's environmental protection, employment and labour policies, operating practices, and community engagement performance for the period from April 1, 2024, to March 31, 2025; the Group integrates sustainability into its business strategy, with the Board responsible for setting and overseeing sustainability direction, and through stakeholder engagement and materiality assessment, identified employee remuneration, product health and safety, and supplier selection and monitoring as highly material issues About This Report This report, prepared in accordance with Appendix C2 of the HKEX Listing Rules, covers Still Goal Group Holdings Limited's environmental, social, and governance performance for the period from April 1, 2024, to March 31, 2025, adhering to principles of materiality, quantitative assessment, balance, and consistency; the Group integrates sustainability into its business strategy, with the Board responsible for setting and overseeing sustainability direction, and through stakeholder engagement and materiality assessment, identified employee remuneration, product health and safety, and supplier selection and monitoring as highly material issues - This report is prepared in accordance with Appendix C2 – Environmental, Social and Governance Reporting Guide of the HKEX Listing Rules, covering the period from April 1, 2024, to March 31, 2025[154][155] - The report adheres to four principles: materiality, quantitative assessment, balance, and consistency[158] - The Group integrates sustainability into its daily operations as a key part of its corporate strategic objectives[156] - Through materiality assessment, the Group identified "employee remuneration, benefits, and rights," "product health and safety," and "supplier selection and monitoring" as highly material issues[166] A. Environment The Group is committed to sustainable development and environmental management, complying with all environmental laws and regulations related to air emissions, greenhouse gas emissions, and waste management; due to its business nature, the Group's direct environmental impact is minimal, but it actively monitors and implements measures to reduce emissions and resource consumption; in FY2025, total air emissions, greenhouse gas emissions, and non-hazardous waste significantly decreased, primarily due to reduced vehicle fuel consumption and retail store closures; the Group also promotes energy and water conservation and incorporates ESG considerations into investment decisions - The Group is committed to sustainable development and environmental management, complying with all environmental laws, regulations, and ordinances related to air emissions and greenhouse gas emissions[168] - The Group's operations have minimal direct environmental impact and do not generate significant hazardous waste[168] - In FY2025, total air emissions (sulfur oxides, nitrogen oxides, respirable suspended particulates) decreased by 50%, 38%, and 36% respectively[170] - Total greenhouse gas emissions were approximately 256.58 tonnes of CO2e, a 35% decrease from the previous year, primarily due to reduced vehicle fuel consumption and electricity consumption[171][172] - Total non-hazardous waste decreased by 53%, mainly from general office waste and paper, with the Group promoting paper saving and recycling[173][174] - Total energy consumption decreased by 34%, and water consumption decreased by 40%, primarily due to the closure of several retail stores[178][182][184](index=184&type