谭仔国际(02217) - 2025 - 年度财报

Five-Year Financial Summary The report reviews key financial data over five years, showing revenue growth from HK$1,794.7 million to HK$2,842.7 million, but a significant decline in annual profit from HK$287.8 million to HK$79.8 million and profit margin from 16.0% to 2.8% Five-Year Financial Summary (HK$ Million) | Metric | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 2,842.7 | 2,748.4 | 2,594.6 | 2,275.3 | 1,794.7 | | Annual Profit | 79.8 | 118.6 | 141.0 | 203.0 | 287.8 | | Profit Margin | 2.8% | 4.3% | 5.4% | 8.9% | 16.0% | | Basic Earnings Per Share (HK Cents) | 6.0 | 8.9 | 10.5 | 17.5 | 28.8 | | Full-Year Dividend (HK Cents) | 1.35 | 8.9 | 10.5 | 11.4 | 28.0 | | Total Assets | 2,627.4 | 2,622.9 | 2,675.0 | 2,568.7 | 1,404.9 | | Capital and Reserves | 1,470.1 | 1,485.5 | 1,541.8 | 1,553.4 | 545.5 | | Return on Equity | 5.4% | 7.8% | 9.1% | 19.3% | 62.4% | - Dine-in revenue proportion steadily increased from 41.0% in FY2021 to 54.7% in FY2025, while takeaway and delivery revenue proportion decreased, indicating a shift in consumption patterns[8] - The Group's self-operated restaurant network continuously expanded from 147 in FY2021 to 229 in FY2025, with the Hong Kong market being the primary growth area[8] Chairman's Statement The Chairman's report highlights a challenging FY2025, where the Group demonstrated resilience amidst economic slowdown and intense competition, achieving a 3.4% revenue growth despite profit decline, while actively pursuing global expansion, multi-brand strategy in Hong Kong, digital transformation, and network optimization in mainland China and Singapore Financial Performance Summary | Financial Metric | FY2025 | Year-on-Year Change | | :--- | :--- | :--- | | Revenue | HK$2,842.7 Million | +3.4% | | Profit | HK$79.8 Million | -32.7% | - Facing market headwinds, the company adopted several strategic initiatives: - Global Expansion: Opened two branches in Melbourne, Australia, and laid the groundwork for entering the Malaysian and Philippine markets[17] - Network Optimization: Strategically downsized the restaurant network in the highly competitive and less profitable mainland China and Singapore markets[18] - Hong Kong Multi-Brand Strategy: Introduced Japanese beef bowl brand 'Yama Ushi' and Udon noodle brand 'Marugame Seimen' as new engines for future growth[19][20] - Digital Transformation: Advanced a new generation Customer Relationship Management (CRM) system for more refined and personalized marketing[21] Management Discussion and Analysis Business Overview In FY2025, the Group's core markets faced economic downturn and intense competition, yet revenue slightly increased by 3.4% to HK$2,842.7 million due to net addition of 14 self-operated restaurants, though annual profit decreased to HK$79.8 million due to one-off closure expenses, while key cost ratios remained stable Financial Performance Overview | Financial Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | HK$2,842.7 Million | HK$2,748.4 Million | | Annual Profit | HK$79.8 Million | HK$118.6 Million | - As of March 31, 2025, the Group's self-operated restaurant network expanded to 243 outlets across Hong Kong, mainland China, Singapore, and Japan, introducing new brands 'Yama Ushi' and 'Marugame Seimen'[32] - Despite inflationary pressures, the Group's key cost ratios remained stable: - Food and beverage costs as a percentage of revenue: 23.7% (FY2024: 23.6%) - Staff costs as a percentage of revenue: 32.4% (FY2024: 32.4%)[34] Regional Analysis Regional market performance varied significantly, with Hong Kong achieving 4.3% revenue growth despite profit pressure, mainland China experiencing double-digit revenue decline and network restructuring, Singapore facing significant challenges with reduced outlets and increased losses, while Japan demonstrated strong revenue growth and improved profitability - Hong Kong: Net increase of 30 self-operated stores to 219, driving a 4.3% revenue growth, with the introduction of 'Yama Ushi' and 'Marugame Seimen' brands, but profit declined due to increased discounts and higher third-party delivery platform commissions[40][42] - Mainland China: Revenue recorded a double-digit decline, with strategic network restructuring leading to a net closure of 9 stores, resulting in 17 stores at year-end, where closure expenses exacerbated losses but laid a foundation for long-term development[43][48] - Singapore: Business faced significant challenges, with the store network drastically reduced from 11 to 4 outlets, and one-off closure expenses leading to expanded losses[50] - Japan: Performed best among all non-Hong Kong markets, achieving strong year-on-year revenue growth and improved profitability, benefiting from a stable local team and effective localized marketing[51] Outlook and Strategies The Group anticipates continued challenges in Hong Kong's F&B sector, responding with strategies focused on customer value creation through menu innovation, experience optimization, and digital upgrades, while slowing core brand expansion in Hong Kong to prioritize 'Marugame Seimen' and 'Yama Ushi', and optimizing mainland China and Singapore operations while pursuing international expansion via franchising in Australia, Malaysia, and the Philippines - Hong Kong Strategy: - Enhance customer value: Through menu innovation, optimizing store layouts, and improving service standards - Digitalization: Upgrade CRM system for more precise and personalized marketing - Shift in expansion focus: Slow down the pace of 'TamJai' and 'SamGor' store openings, accelerating the expansion of 'Marugame Seimen' and 'Yama Ushi' brand networks[55][56] - Mainland China and Overseas Market Strategy: - Business Optimization: After strategically closing underperforming stores in mainland China and Singapore, resources will be reallocated to improve business performance - Continued Expansion: Following its debut in the Australian market, the Group has established partnerships for entry into the Malaysian and Philippine markets, and will continue international expansion through franchising and other collaborative models[58][59] Financial Review In FY2025, Group revenue grew 3.4% to HK$2,842.7 million due to increased restaurant count, with stable food and staff cost ratios, but annual profit declined due to asset disposal losses from restaurant closures and a 29.6% surge in other expenses from closure costs and impairment provisions, while maintaining a strong financial position with HK$1,327.7 million in cash and no interest-bearing bank borrowings Income Statement Summary (HK$ Million) | Income Statement Item | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 2,842.7 | 2,748.4 | +3.4% | | Cost of Food and Beverages Consumed | 672.9 | 648.1 | +3.8% | | Staff Costs | 921.9 | 889.5 | +3.6% | | Other Expenses | 105.9 | 81.7 | +29.6% | | Annual Profit | 79.8 | 118.6 | -32.7% | - The significant increase in other expenses was primarily due to higher restaurant closure costs and increased impairment provisions for underperforming restaurants[80] - The Group acquired the Hong Kong franchise business of 'Marugame Seimen', including its nine existing restaurants, on November 8, 2024[40][108] - The Group maintained strong liquidity, holding HK$1,327.7 million in cash and cash equivalents as of March 31, 2025, with no interest-bearing bank borrowings[96][97] Use of Net IPO Proceeds (HK$ Million) | Use of Net IPO Proceeds | Allocated Amount | Utilized as of 31/3/2025 | Unutilized | | :--- | :--- | :--- | :--- | | Expansion of Restaurant Network | 603.3 | 315.4 | 287.9 | | Expansion of Central Kitchen | 98.8 | 5.7 | 93.1 | | Renovation of Restaurants and Upgrade of Equipment | 110.4 | 73.4 | 37.0 | | Upgrade of IT Infrastructure | 53.6 | 41.0 | 12.6 | | International Brand Building | 82.0 | 82.0 | 0 | | General Corporate Purposes | 102.9 | 102.9 | 0 | | Total | 1,051.0 | 620.4 | 430.6 | Board of Directors and Senior Management This chapter details the backgrounds and qualifications of the company's Board of Directors and Senior Management, comprising executive, non-executive, and independent non-executive directors with diverse industry experience, and a senior management team leading strategic execution and daily operations with extensive expertise in restaurant operations, human resources, and IT - Executive Directors: - Mr. Lau Tat Man: Chairman and Chief Executive Officer, with over 35 years of experience in the catering industry[132][133] - Ms. Chan Ping: Executive Director and Chief Financial Officer, with over 24 years of experience in financial accounting in the catering industry[136][137] - Mr. Yeung Siu Cheong: Executive Director, responsible for business development, with over 29 years of relevant experience[143][144] - Non-Executive Directors: Several members from the controlling shareholder Toridoll Holdings Corporation bring expertise in legal, corporate planning, and financial strategy to the Group[148][154][158] - Independent Non-Executive Directors: Members possess deep backgrounds in financial management, the finance industry, consumer retail, and catering, providing independent professional judgment to the Board[166][174][179] - Senior Management: Includes the Hong Kong Managing Director, Chief Human Resources Officer, and Chief Information Officer, each with extensive experience in restaurant operations, human resources strategy, and IT digital transformation, respectively[184][191][199] Corporate Governance Report This report outlines the company's corporate governance practices for FY2025, confirming adherence to listing rules with the sole deviation being the combined roles of Chairman and CEO, while detailing the Board's composition, responsibilities, committee structures, diversity policy, risk management, internal control systems, and shareholder communication policies Board of Directors and Committees The Board of Directors, comprising three executive, three non-executive, and three independent non-executive directors, oversees company affairs with good attendance at meetings, supported by independent audit, remuneration, and nomination committees, each chaired by an independent non-executive director, ensuring professional oversight of financial review, compensation, and director nominations - The company deviated from the Corporate Governance Code's requirement for separate Chairman and Chief Executive Officer roles, with Mr. Lau Tat Man currently holding both positions, which the Board believes is in the best interest of the Group's effective management and operations[257][258] - The company has adopted a Board Diversity Policy, and as of March 31, 2025, Board members range from 49 to 67 years old and include one female director, with the company believing the current Board composition achieves a good balance of skills, experience, and diverse perspectives[288][292][294] Risk Management and Internal Control The Group has established comprehensive risk management and internal control systems, including ESG risks, overseen by the Board and reviewed by the Audit Committee, with an independent internal audit function confirming their effectiveness and adequacy for FY2025, complemented by insider information disclosure, anti-bribery, and whistleblowing policies to ensure compliance and high ethical standards - The Board confirms its responsibility for the company's risk management and internal control systems, regularly reviewing their effectiveness, with these systems designed to manage rather than eliminate risks[348] - The Group has an independent internal audit function that reviews risk management and internal control systems semi-annually, reporting findings to the Audit Committee, and the FY2025 review found no material discrepancies, deeming the systems effective and adequate[343] - The company has established and implemented anti-bribery and whistleblowing policies, maintaining a zero-tolerance stance on misconduct and providing confidential reporting channels for employees and business partners[352][353] Report of the Directors The Directors' Report outlines the Group's FY2025 business activities, financial performance, and dividend distribution, noting no final dividend recommendation, while detailing key risks, share incentive schemes, connected transactions with controlling shareholder Toridoll, and a significant post-reporting period event regarding a privatization proposal Dividends and Business Review This section summarizes the Group's performance, dividend policy, and business review, noting an interim dividend of 1.35 HK cents per share for FY2025 with no final dividend recommended, and highlights stakeholder engagement and key risks including epidemics, macroeconomic conditions, expansion uncertainties, and supply chain disruptions Dividend Distribution (HK Cents Per Share) | Dividend Type | FY2025 | FY2024 | | :--- | :--- | :--- | | Interim Dividend | 1.35 | 3.0 | | Final Dividend | Not Recommended | 5.9 | - Key risks faced by the Group include: - Outbreaks of infectious diseases and related negative publicity - Macroeconomic conditions and reduced consumer discretionary spending - Uncertainties associated with expansion plans - Supply chain management risks (e.g., impact of the Ukraine conflict) - Ability to recruit and retain frontline staff[381] Share Incentive Schemes This section details the company's three share incentive schemes—Pre-IPO Option Scheme, Post-IPO Option Scheme, and Share Award Scheme—disclosing their objectives, eligibility, exercise prices, validity, and FY2025 movements, with 838,210 Pre-IPO options, 4,114,000 Post-IPO options, and 3,061,800 awarded shares unexercised or unvested at year-end Share Incentive Scheme Movements | Scheme Name | Unexercised/Unvested as of 31/3/2025 | FY2025 Movements | | :--- | :--- | :--- | | Pre-IPO Option Scheme | 838,210 options | 81,400 options exercised | | Post-IPO Option Scheme | 4,114,000 options | 417,000 options lapsed | | Share Award Scheme | 3,061,800 shares | 711,900 shares vested; 1,220,100 shares lapsed; 433,200 shares forfeited | Connected Transaction and Continuing Connected Transactions This section discloses continuing connected transactions between the Group and controlling shareholder Toridoll Japan, including business consulting, Japan market operational support, and 'Yama Ushi' master franchise, all within annual caps, and a significant connected transaction involving the Group's acquisition of Toridoll's 'Marugame Seimen' Hong Kong business in November 2024 - The Group has multiple continuing connected transactions with its controlling shareholder Toridoll and its subsidiaries, including business consulting, operational support, and brand franchising, all conducted within annual caps[528][531][549] - On November 8, 2024, the Group acquired the entire equity interest in Toridoll & Yi Holdings Limited (which holds the 'Marugame Seimen' Hong Kong business) from the controlling shareholder for a consideration of HK$4.1 million[558][559] Independent Auditor's Report KPMG issued an unmodified opinion on the Group's consolidated financial statements as of March 31, 2025, affirming their true and fair presentation in accordance with HKFRS and the Companies Ordinance, with the most critical audit matter being the assessment of potential impairment of right-of-use assets and property, plant, and equipment due to significant management judgments on future cash flows - Auditor KPMG issued an unmodified opinion on the financial statements, deeming them to fairly present the Group's financial position[595] - The key audit matter identified was the "assessment of potential impairment of right-of-use assets and property, plant and equipment", which auditors focused on due to the reliance on subjective assumptions such as future revenue, cost inflation, and discount rates in the assessment process[600][601][608] Consolidated Financial Statements This section presents the Group's core financial statements, showing FY2025 revenue of HK$2,842.7 million (up 3.4%) but annual profit of HK$79.8 million (down 32.7%), with a strong financial position reflected by total assets of HK$2,627.4 million and total equity of HK$1,470.1 million, and healthy operating cash flow of HK$596.7 million, ending with HK$1,327.7 million in cash and cash equivalents Consolidated Statement of Profit or Loss In FY2025, Group revenue increased 3.4% to HK$2,842.7 million due to restaurant network expansion, but profit before tax decreased from HK$152.0 million to HK$100.2 million, and annual profit ultimately fell 32.7% to HK$79.8 million, with basic earnings per share declining from 8.9 HK cents to 6.0 HK cents, primarily due to rising costs and finance expenses Consolidated Statement of Profit or Loss (HK$ Thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 2,842,681 | 2,748,406 | | Operating Profit | 124,005 | 174,728 | | Profit Before Tax | 100,171 | 151,992 | | Profit for the Year | 79,843 | 118,649 | | Basic Earnings Per Share (HK Cents) | 6.0 | 8.9 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets remained stable at HK$2,627.4 million, comprising HK$1,116.0 million in non-current assets and HK$1,511.5 million in current assets, including HK$1,327.7 million in cash and bank balances, while total liabilities stood at HK$1,157.3 million (HK$653.8 million current), resulting in total equity of HK$1,470.1 million, indicating a healthy balance sheet structure Consolidated Statement of Financial Position (HK$ Thousand) | Item | 2025/3/31 | 2024/3/31 | | :--- | :--- | :--- | | Non-current Assets | 1,115,958 | 1,116,291 | | Current Assets | 1,511,453 | 1,506,633 | | Total Assets | 2,627,411 | 2,622,924 | | Current Liabilities | 653,828 | 646,278 | | Non-current Liabilities | 503,448 | 491,145 | | Total Liabilities | 1,157,276 | 1,137,423 | | Total Equity | 1,470,135 | 1,485,501 | Consolidated Cash Flow Statement In FY2025, the Group generated a strong net cash inflow of HK$596.7 million from operating activities, with net cash outflow of HK$55.2 million from investing activities primarily for property, plant, and equipment, and HK$565.3 million from financing activities for lease payments and dividends, resulting in a net decrease of HK$23.8 million in cash and cash equivalents, ending the year with HK$1,327.7 million Consolidated Cash Flow Statement (HK$ Thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 596,721 | 623,605 | | Net Cash Used in Investing Activities | (55,207) | (22,275) | | Net Cash Used in Financing Activities | (565,326) | (625,457) | | Net Decrease in Cash and Cash Equivalents | (23,812) | (24,127) | | Cash and Cash Equivalents at End of Year | 1,327,711 | 1,351,523 | Notes to the Financial Statements This chapter provides detailed explanations and supplementary information for consolidated financial statement items, covering key accounting policies, judgments, revenue and segment information, asset and liability movements, related party transactions, capital management, and share-based payment schemes, with specific notes on revenue recognition, geographical revenue breakdown, asset impairment losses from underperforming stores, and transactions with controlling shareholder Toridoll Group Revenue by Region (HK$ Thousand) | Region | FY2025 Revenue | FY2024 Revenue | | :--- | :--- | :--- | | Hong Kong | 2,680,464 | 2,570,897 | | Mainland China and Overseas Markets | 162,217 | 177,509 | | Total | 2,842,681 | 2,748,406 | - Due to underperforming restaurants, the Group recognized impairment losses of HK$3,443,000 on right-of-use assets and HK$6,667,000 on property, plant, and equipment in FY2025[861] - The Group engaged in several significant transactions with related parties, primarily the controlling shareholder Toridoll Group, including management fee income and expenses, and procurement service fees[1060] - A significant non-adjusting event occurred after the reporting period: the controlling shareholder proposed to privatize the company by way of a scheme of arrangement in February 2025[1070][1071] Corporate Information This chapter provides essential company information, including lists of Board and committee members, authorized representatives, company secretary, website, registered office address, share registrar, principal bankers, and auditor details, noting changes in Board membership during and after the reporting period - Auditor: KPMG[1084] - Stock Code: 2217[1084]