医汇集团(08161) - 2025 - 年度财报

Corporate Information Board of Directors and Committee Members The Board comprises two Executive Directors and three Independent Non-executive Directors, with recent changes in committee membership - The Board of Directors consists of two Executive Directors and three Independent Non-executive Directors[6] - Mr Kwok Sze Chi resigned as an Independent Non-executive Director on July 2, 2024, and Mr Ng Wai Hung was appointed on the same day[6] Company Secretary and Legal Counsel Recent changes occurred in the Company Secretary position, while the legal counsel and independent auditor remain consistent - Mr Leung Man Fai resigned as Company Secretary on January 2, 2025, and Mr Tse Fung Chun was appointed on the same day[6] - The independent auditor is D & PARTNERS CPA LIMITED[6] Registered and Business Locations The company is registered in the Cayman Islands and its principal place of business is located in Causeway Bay, Hong Kong - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in Causeway Bay, Hong Kong[7] Chairman's Statement Chairman's Statement The company will leverage Hong Kong's medical advantages to navigate opportunities and challenges, focusing on core business growth and operational efficiency - The company will leverage Hong Kong's international healthcare standards and regulatory framework to solidify its leadership in the medical industry[8] - The Group is committed to strengthening its core business operations while exploring service expansion opportunities to drive revenue growth and long-term sustainability[8] - Management is dedicated to enhancing operational efficiency and cost-effectiveness through optimized resource allocation and streamlined operations[8] Management Discussion and Analysis Business Review and Prospects The Group achieved a turnaround to profit in FY2024/25, driven by the disposal of a subsidiary, despite an 8.4% revenue decline - Medinet Group has over 28 years of experience in Hong Kong, primarily providing medical and dental solutions to corporate and insurance clients[11] - The Group operates five dental clinics, two medical centers, and one genetic laboratory center in Hong Kong[11] Key Financial Performance for FY2024/25 | Indicator | FY2024/25 (HK$ million) | FY2023/24 (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 106.4 | 116.2 | -8.4% | | Profit/(Loss) Attributable to Owners of the Company | 8.1 | (8.1) | Turnaround to Profit | | Gain on Disposal of a Subsidiary | 12.8 | - | - | Financial Review Total revenue decreased by 8.4% to HK$106.4 million, with growth in contract medical solutions offset by declines in other segments Revenue Breakdown by Segment (HK$ thousand) | Segment | FY2023/24 | FY2024/25 | Change (%) | | :--- | :--- | :--- | :--- | | Provision of medical solutions to contract customers | 40,361 | 42,533 | 5.2% | | Provision of medical services to self-paid patients | 25,176 | 22,981 | -8.7% | | Provision of dental solutions to contract customers | 5,525 | 4,521 | -18.2% | | Provision of dental services to self-paid patients | 45,186 | 36,355 | -19.5% | | Total | 116,248 | 106,390 | -8.4% | - Revenue from medical solutions to contract customers increased by 5.2%, driven by a rise in patient visits and the number of contract customers[12] - Revenue from dental services to self-paid patients decreased by 19.5%, primarily due to fewer visits following the disposal of Wellspring Dental Limited[13] Other Income and Gains/Losses Other income increased due to government subsidies and rental income, while other losses narrowed significantly without goodwill impairment Other Income (HK$ thousand) | Item | FY2024/25 | FY2023/24 | Change | | :--- | :--- | :--- | :--- | | Other income | 878 | 561 | Increased by 56.5% | | Government grants | 139 | - | New | | Additional rental income | 131 | - | New | Other Gains and Losses (HK$ thousand) | Item | FY2024/25 | FY2023/24 | Change | | :--- | :--- | :--- | :--- | | Other losses | (1,154) | (2,648) | Decreased by 56.4% | | Impairment loss on goodwill | - | (1,905) | Significantly reduced | | Net expected credit losses on trade receivables | 20 | (53) | Reversal | | Expected credit losses on consideration receivables | (189) | - | New | | Bad debts written off | (985) | - | New | Analysis of Major Expenses Most major expenses decreased in FY2024/25 due to cost control measures and the disposal of a dental subsidiary Changes in Major Expenses (HK$ thousand) | Expense Item | FY2023/24 | FY2024/25 | Change (%) | | :--- | :--- | :--- | :--- | | Medical and dental professional service expenses | 50,262 | 45,343 | -9.9% | | Staff costs | 37,227 | 36,890 | -0.8% | | Depreciation of property, plant and equipment | 1,730 | 1,255 | -23.5% | | Depreciation of right-of-use assets | 7,998 | 7,533 | -5.8% | | Cost of medical and dental supplies | 9,388 | 5,883 | -37.2% | | Rental expenses | 912 | 803 | -11.9% | | Other expenses | 13,983 | 12,414 | -11.4% | | Finance costs | 660 | 655 | -0.8% | | Income tax expense | 105 | 33 | -68.6% | - The cost of medical and dental supplies decreased significantly by 37.2%, mainly due to effective cost control measures and the disposal of the dental subsidiary Wellspring Dental Limited[20] Liquidity and Financial Resources The Group's equity attributable to owners increased substantially, though the current ratio declined, while maintaining a prudent treasury policy Liquidity and Financial Resources (HK$ thousand) | Indicator | March 31, 2025 | March 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 51,700 | 42,000 | 23.1% | | Total Liabilities | 40,500 | 38,800 | 4.4% | | Equity Attributable to Owners of the Company | 11,600 | 3,600 | 222.2% | | Current Ratio | 0.7 times | 0.8 times | -12.5% | - The Group adopts a prudent financial management approach, aiming to mitigate credit risk through continuous credit evaluations and close monitoring of liquidity[27] - As of March 31, 2025, the issued share capital was HK$10,400,000, comprising 41,600,000 ordinary shares with no treasury shares[29] Material Acquisitions and Disposals The company completed the disposal of its dental subsidiary, Wellspring Dental Limited, for HK$14.4 million in February 2025 - On January 9, 2025, the company disposed of the entire issued share capital of its dental subsidiary, Wellspring Dental Limited, for a total consideration of HK$14,400,000[32] - The disposal was completed on February 19, 2025, after which Wellspring Dental Limited ceased to be an indirect wholly-owned subsidiary of the company[32] - This disposal constituted a major and connected transaction under the GEM Listing Rules[32] Employees and Remuneration Policy The total number of employees decreased to 82, primarily in dental-related roles, with staff costs remaining relatively stable Number of Employees by Function | Function | 2024 | 2025 | | :--- | :--- | :--- | | Directors and senior management | 8 | 9 | | Employed and contracted dentists | 19 | 15 | | Employed and contracted dental hygienists | 6 | 3 | | Dental nurses | 38 | 19 | | Dental support staff | 7 | 4 | | Doctors | 2 | 3 | | Medical nurses | 10 | 9 | | Medical support staff | 3 | 3 | | Other support staff | 16 | 16 | | PRC dentists | 2 | - | | PRC nurses | 2 | - | | PRC support staff | 1 | 1 | | Total | 114 | 82 | - Staff costs for FY2024/25 were approximately HK$36.9 million, slightly lower than the HK$37.2 million in FY2023/24, mainly due to a decrease in the average employee salary level[37] Principal Risks and Uncertainties The Group faces key reputational and compliance risks related to medical disputes and adherence to extensive legal requirements - Reputational Risk: The Group may face claims, complaints, or regulatory investigations arising from medical or dental disputes or allegations of malpractice[39] - Compliance Risk: Business operations are subject to extensive laws, regulations, and licensing requirements, and non-compliance could result in penalties or reputational damage[40] Biographical Details of Directors and Senior Management Board Composition and Responsibilities The Board, comprising two Executive and three Independent Non-executive Directors, is responsible for strategic planning and corporate governance - The Board of Directors consists of five members, including two Executive Directors and three Independent Non-executive Directors[41] - The Board's responsibilities include convening shareholder meetings, determining business plans, defining the internal management structure, and appointing senior management[41] Biographies of Executive Directors The executive leadership includes Chairman Mr Chan Chi Wai and Ms Keung Kit, who collectively hold a 56.25% interest in the company - Mr Chan Chi Wai serves as Chairman, Executive Director, and Compliance Officer, with over 36 years of industry experience[42] - Ms Keung Kit is an Executive Director responsible for business development and client relationship management, with over 11 years of experience with the Group[43] - Mr Chan Chi Wai and Ms Keung Kit each have an interest in 23,400,000 shares, representing 56.25% of the company's total issued share capital[42][43] Biographies of Independent Non-executive Directors The independent directors bring extensive experience in accounting, financial management, and law to the Board - Mr Leung Po Hon is a practicing accountant with over 30 years of experience in accounting, auditing, and financial management[45] - Mr Wong Wai Leung is the Executive Director, CFO, and Company Secretary of Qinqin Foodstuffs Group, with over 20 years of financial experience[47][48] - Mr Ng Wai Hung, appointed on July 2, 2024, is a practicing solicitor in Hong Kong specializing in securities, corporate, and commercial law[50] Biographies of Senior Management and Company Secretary The senior management team possesses deep operational experience, complemented by a recently appointed Company Secretary with expertise in corporate governance - Ms Li Yi Hao, General Manager, has over 29 years of experience in the Group's operations and is responsible for daily management and strategy implementation[53] - Dr Wong Siu Kee, a dentist, has over 27 years of experience with the Group and is responsible for dental clinic operations[53] - Mr Tse Fung Chun, appointed Company Secretary on January 2, 2025, has over eleven years of experience in audit, accounting, and corporate governance[54] Corporate Governance Report Preamble and Corporate Governance Practices The company is committed to high corporate governance standards and has adopted the GEM Listing Rules' Corporate Governance Code - The company is dedicated to maintaining robust corporate standards and procedures to enhance accountability and transparency for shareholder protection[55] - The company has adopted the Corporate Governance Code as set out in Appendix C1 of the GEM Listing Rules[56] - The roles of Chairman and CEO are not segregated, but the Board believes the current structure benefits business operations, with sufficient balance from INEDs[58][72] The Board and Board Composition The Board, comprising two executive and three independent directors, oversees the company and complies with GEM Listing Rules requirements - The Board is responsible for the overall management and supervision of the company and has established committees to delegate responsibilities[60] - The Board consists of two Executive Directors and three Independent Non-executive Directors, meeting the GEM Listing Rules' requirements for numbers and professional qualifications[61][63] - All Independent Non-executive Directors have submitted written confirmations of their independence to the Stock Exchange[63] Appointment, Re-election and Securities Transactions of Directors Director nominations are managed by the Nomination Committee, and all directors are subject to re-election at least every three years - The Nomination Committee is responsible for reviewing the Board's composition, nominating directors, and assessing the independence of INEDs[64] - Each director is subject to retirement by rotation at least once every three years[65] - The company has adopted a standard code for directors' securities transactions, with which all directors fully complied in FY2024/25[67] Board Meetings and Procedures The Board held eight meetings in FY2024/25 with established procedures for notice, documentation, and management of conflicts of interest Attendance at Board and Committee Meetings (FY2024/25) | Director | General Meeting | Board Meeting | Audit Committee | Remuneration Committee | Nomination Committee | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr Chan Chi Wai | 1/1 | 8/8 | N/A | 2/2 | 2/2 | | Ms Keung Kit | 0/1 | 8/8 | N/A | N/A | N/A | | Mr Leung Po Hon | 1/1 | 8/8 | 2/2 | 2/2 | 2/2 | | Mr Wong Wai Leung | 1/1 | 8/8 | 2/2 | 2/2 | 2/2 | | Mr Kwok Sze Chi | N/A | 1/2 | 1/1 | N/A | N/A | | Mr Ng Wai Hung | 1/1 | 5/6 | 1/1 | N/A | N/A | - Board documents with complete and reliable information are sent to all directors at least 3 days in advance of each meeting[69] - The Articles of Association require directors to abstain from voting on transactions in which they have a material interest[71] Board Diversity Policy The company maintains a Board Diversity Policy to ensure a balanced mix of skills, experience, and perspectives among its members - The Board Diversity Policy aims to achieve a balance of skills, experience, and diverse perspectives, including gender, age, and professional background[73] Current Board Composition Analysis | Title | Gender | Age | | :--- | :--- | :--- | | Executive Directors: 2 | Male: 4 | 41–50 years: 2 | | Independent Non-executive Directors: 3 | Female: 1 | 61–70 years: 3 | - Among all employees of the Group, 28.0% are male and 72.0% are female[73] Board Committees The Board has established Audit, Nomination, and Remuneration Committees to oversee specific aspects of the Group's affairs - The Board has established an Audit Committee, a Nomination Committee, and a Remuneration Committee, with a majority of members being INEDs[77][78] - The Audit Committee's primary duties include reviewing financial controls, internal control, and risk management systems[80] - The Nomination Committee is responsible for reviewing the Board's structure, assessing INED independence, and recommending director candidates[84] - The Remuneration Committee's main function is to recommend remuneration packages for directors and senior management to the Board[88] Remuneration of Directors and Senior Management for FY2024/25 | Remuneration Range (HK$) | Number of Individuals | | :--- | :--- | | Below HK$500,000 | 3 | | HK$500,001 to HK$1,000,000 | 1 | | HK$1,500,001 to HK$2,000,000 | 2 | | HK$3,500,000 to HK$4,000,000 | 1 | Directors' Continuing Training and Development The company promotes continuous professional development for its directors to ensure they remain updated on industry and regulatory matters - The company encourages directors to participate in continuous professional development to update their knowledge and skills[91] - All directors engaged in professional development through training courses, seminars, and reading relevant publications[92][93] Company Secretary and Directors' Responsibility Statement The Company Secretary ensures procedural compliance, while the Board is responsible for the fair presentation of financial statements - Mr Tse Fung Chun, appointed Company Secretary on January 2, 2025, ensures proper information flow and adherence to Board policies[94] - Mr Tse Fung Chun undertook no less than 15 hours of relevant professional training during FY2024/25[95] - The directors are responsible for preparing the financial statements for FY2024/25 and ensuring a balanced and understandable assessment in financial disclosures[96] Risk Management and Internal Control The Board oversees the Group's risk management and internal control systems, which are reviewed annually by an independent firm - The Board has overall responsibility for maintaining and reviewing the effectiveness of the Group's internal control and risk management systems[98] - The Board has engaged an independent professional firm, Wisdom Corporate Consultancy Limited, to conduct an annual review and considers the systems effective and adequate[98][99] - The company has established a whistle-blowing policy and an anti-corruption policy for reporting misconduct confidentially[100] External Auditor's Remuneration and Dividend Policy The external auditor's fees totaled HK$670,000 for FY2024/25, and the company's dividend policy considers multiple financial factors Remuneration to External Auditor (HK$ thousand) | Services Rendered | Fees Paid/Payable | | :--- | :--- | | Audit services | 450 | | Non-audit services | 220 | | Total | 670 | - The company has adopted a dividend policy where the Board considers factors such as operating results, financial position, and capital requirements before declaring dividends[107][109] Shareholders' Rights and Communication Policy The company upholds shareholder rights through established procedures for convening meetings and ensures timely communication via multiple channels - Shareholders holding not less than one-tenth of the paid-up capital have the right to request the Board to convene an extraordinary general meeting[111] - Shareholders may send written inquiries and concerns to the Company Secretary for the attention of the Board[113] - The company has a shareholder communication policy to ensure fair and timely access to information through corporate communications, announcements, and general meetings[115][116][117][118][119] Directors' Report Principal Business and Financial Review The Group's principal activity is providing corporate medical and dental solutions through customized benefit plans - The Group's principal activity is providing corporate medical and dental solutions to contract customers by designing and managing customized benefit plans[125] - A summary of the Group's published results and financial position for the past five financial years is set out on page 112[127] Environmental Policy and Legal Compliance The Group promotes environmental conservation and has taken remedial actions following a non-compliance incident with GEM Listing Rules - The Group is committed to creating an environmentally friendly corporate environment by encouraging conservation of resources[128] - The company failed to comply with the announcement requirement under GEM Listing Rule 19.07 regarding a tenancy agreement in a timely manner[131] - Remedial measures have been taken, including enhanced training for directors and staff and engaging external professionals to review internal control procedures[132] Stakeholder Relations and Risk Factors The Group values strong relationships with its stakeholders and experienced no major disputes during the financial year - The Group recognizes the importance of maintaining good relationships with its employees, customers, suppliers, and business partners to achieve its long-term goals[133] - During FY2024/25, there were no material or significant disputes between the Group and its stakeholders[133] Financial Position and Going Concern The Group has sufficient financial resources to continue as a going concern, with no significant contingent liabilities or litigation - The Group's financial performance for FY2024/25 and its financial position as at March 31, 2025 are set out in the consolidated financial statements[135] - As at March 31, 2025, the Group did not have any significant contingent liabilities, legal proceedings, or potential litigation[139] - The Group has sufficient financial resources to continue its business in the foreseeable future, and thus the financial statements have been prepared on a "going concern" basis[140] Gearing and Capital Structure The Group's gearing ratio improved significantly, and distributable reserves stood at approximately HK$10.4 million - Details of movements in the Group's property, plant and equipment are set out in note 14 to the consolidated financial statements[141] Gearing Ratio | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 1.56 | 4.39 | - As at March 31, 2025, the company's reserves available for distribution to shareholders amounted to approximately HK$10.4 million[145] Post-Reporting Period Events and Public Float A subsidiary entered into a new three-year lease agreement post-year-end, and the company has maintained the minimum public float - On April 23, 2025, a subsidiary entered into a tenancy agreement to lease a property for operating a dental service center for a term of three years[149] - The entering into of the tenancy agreement will be regarded as an acquisition of asset by the Group under GEM Listing Rule 19.07[149] - As at the latest practicable date prior to the publication of this report, at least 25% of the company's total issued share capital was held by the public[152] Major Customers and Suppliers The Group's sales and purchases are diversified, with the top five customers and suppliers accounting for less than half of the respective totals - In FY2024/25, sales to the Group's five largest customers accounted for approximately 22.5% of total sales, with the largest customer contributing 11.7%[153] - The Group's largest supplier and five largest suppliers accounted for approximately 16.6% and 42.1% of total purchases, respectively[153] - No director, controlling shareholder, or their close associates had any beneficial interest in the Group's five largest customers or suppliers[153] Directors' and Substantial Shareholders' Interests Executive Directors Mr Chan Chi Wai and Ms Keung Kit jointly hold a 56.25% interest in the company's ordinary shares Directors' Long Positions in Ordinary Shares of the Company (as at March 31, 2025) | Name of Director | Capacity/Nature of Interest | Number of Shares Held (L) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr Chan Chi Wai | Interest of controlled corporation | 23,400,000 | 56.25% | | Ms Keung Kit | Interest of spouse | 23,400,000 | 56.25% | Substantial Shareholders' Long Positions in Shares of the Company (as at March 31, 2025) | Name of Shareholder | Capacity and Nature of Interest | Number of Shares Held (L) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Medinet International Limited | Beneficial owner | 23,400,000 | 56.25% | | NSD Capital Limited | Beneficial owner | 7,800,000 | 18.75% | | Convoy Asset Management Limited | Interest of controlled corporation | 7,800,000 | 18.75% | | Favour Sino Holdings Limited | Interest of controlled corporation | 7,800,000 | 18.75% | | Convoy (BVI) Limited | Interest of controlled corporation | 7,800,000 | 18.75% | | Convoy Global Holdings Limited | Interest of controlled corporation | 7,800,000 | 18.75% | Dividends and Auditor The Board does not recommend a dividend for FY2024/25 and proposes the reappointment of the current auditor - The Board does not recommend the payment of any dividend for the year ended March 31, 2025[174] - A resolution to re-appoint D & PARTNERS CPA LIMITED as the company's auditor will be proposed at the forthcoming annual general meeting[175] Independent Auditor's Report Opinion and Basis for Opinion The auditor issued an unqualified opinion, stating the financial statements give a true and fair view in accordance with accounting standards - The consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at March 31, 2025, and of its consolidated financial performance and cash flows[178] - The audit was conducted in accordance with Hong Kong Standards on Auditing and the Code of Ethics for Professional Accountants[179] Key Audit Matters The audit focused on revenue recognition and impairment of assets as key areas due to inherent risks and significant management judgment - Revenue recognition was identified as a key audit matter due to the high volume of transactions and reliance on system data, creating a risk of misstatement or manipulation[181] - Impairment of property, plant and equipment and right-of-use assets was a key audit matter due to its materiality and the high degree of management judgment involved in estimating recoverable amounts[183] - The auditor's procedures for revenue recognition included testing data controls, recalculating transaction amounts, and reviewing revenue fluctuations[182] - The auditor's procedures for asset impairment included evaluating management's assessment, testing calculation accuracy, and comparing cash flow forecasts with historical data[184] Directors' and Auditor's Responsibilities Directors are responsible for preparing fair financial statements, while the auditor is responsible for expressing an opinion on them - The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with HKFRSs and the Hong Kong Companies Ordinance[187] - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement[190] - The auditor exercises professional judgment and maintains professional skepticism throughout the audit to identify and assess risks of material misstatement[191] Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group achieved a profit of HK$8.06 million, a significant turnaround from the previous year's loss, driven by a gain on disposal Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 106,390 | 116,248 | | Other income | 878 | 561 | | Other gains and losses | (1,154) | (2,648) | | Medical and dental professional service expenses | (45,343) | (50,262) | | Staff costs | (36,890) | (37,227) | | Gain on disposal of a subsidiary | 12,754 | – | | Profit/(loss) before tax | 8,092 | (7,999) | | Income tax expense | (33) | (105) | | Profit/(loss) for the year | 8,059 | (8,104) | | Profit/(loss) for the year attributable to owners of the Company | 8,062 | (8,082) | | Earnings/(loss) per share — basic and diluted (HK cents) | 19.38 | (19.43) | - The profit for the year of HK$8.06 million represents a turnaround from a loss of HK$8.10 million last year, primarily due to the HK$12.75 million gain on disposal of a subsidiary[195] Consolidated Statement of Financial Position Consolidated Statement of Financial Position Total assets and net assets increased, primarily due to consideration receivable from a disposal, though net current liabilities widened Consolidated Statement of Financial Position Summary (HK$ thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current assets | 24,752 | 12,777 | | Current assets | 26,900 | 29,249 | | Current liabilities | 36,529 | 35,771 | | Net current liabilities | (9,629) | (6,522) | | Total assets less current liabilities | 15,123 | 6,255 | | Non-current liabilities | 3,973 | 3,074 | | Net assets | 11,150 | 3,181 | | Equity attributable to owners of the Company | 11,604 | 3,632 | - The significant increase in non-current assets was mainly due to the recognition of consideration receivable from the disposal of a subsidiary[196][353] - The widening of net current liabilities indicates increased short-term solvency pressure[196] Consolidated Statement of Changes in Equity Consolidated Statement of Changes in Equity Equity attributable to owners increased from HK$3.63 million to HK$11.60 million, primarily driven by the profit for the year Consolidated Statement of Changes in Equity Summary (HK$ thousand) | Item | March 31, 2024 | Profit for the year and total comprehensive income | March 31, 2025 | | :--- | :--- | :--- | :--- | | Share capital | 10,400 | – | 10,400 | | Share premium | 51,853 | – | 51,853 | | Other reserve | (1,253) | – | (1,253) | | Special reserve | 20,515 | – | 20,515 | | Exchange reserve | (198) | (90) | (288) | | Accumulated losses | (77,685) | 8,062 | (69,623) | | Subtotal attributable to owners of the Company | 3,632 | 7,972 | 11,604 | | Non-controlling interests | (451) | (3) | (454) | | Total | 3,181 | 7,969 | 11,150 | - Equity attributable to owners of the Company increased from HK$3.63 million as at March 31, 2024 to HK$11.60 million as at March 31, 2025, mainly impacted by the profit for the year[198] Consolidated Statement of Cash Flows Consolidated Statement of Cash Flows Cash from operations increased, but overall cash decreased due to significant cash used in financing activities for debt repayment Consolidated Statement of Cash Flows Summary (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net cash from operating activities | 5,114 | 4,400 | | Net cash from (used in) investing activities | 184 | (2,594) | | Net cash used in financing activities | (8,666) | (11) | | Net (decrease) increase in cash and cash equivalents | (3,368) | 1,795 | | Cash and cash equivalents at end of year | 13,867 | 17,325 | - Investing activities shifted from a net outflow to a net inflow, mainly due to the consideration receivable from the disposal of a subsidiary[199] - Net cash used in financing activities increased significantly due to the repayment of lease liabilities and bank borrowings[199] Notes to the Consolidated Financial Statements General Information and Accounting Policies The company is an investment holding company listed on GEM, and its financial statements are presented in Hong Kong dollars - The company is an investment holding company whose shares have been listed on the GEM of the Stock Exchange since May 31, 2016[200] - The application of several amendments to HKFRSs in the current year had no material impact on the Group's financial position and performance[203] - HKFRS 18, effective for annual periods beginning on or after January 1, 2027, is expected to affect the presentation of the statement of profit or loss and future disclosures[208] Basis of Preparation of Consolidated Financial Statements and Significant Accounting Policy Information The financial statements are prepared on a going concern basis despite net current liabilities, supported by management's improvement measures - Despite current liabilities exceeding current assets by approximately HK$9,629,000, the financial statements are prepared on a going concern basis[210] - The Group has adopted several measures, including cost reduction, seeking alternative financing, and fundraising, to support its continued operations[210] - Revenue is recognized when a performance obligation is satisfied, which is when 'control' of the goods or services is transferred to the customer[219] - The Group applies the recognition exemption for short-term leases of 12 months or less, with lease payments recognized as an expense on a straight-line basis[231] Key Sources of Estimation Uncertainty Major uncertainties include pricing prepaid contracts, estimating credit losses, and assessing asset impairment, all involving significant judgment - The pricing and service provision assessment for annual prepaid contracts are uncertain and affected by factors like health conditions and socio-economic trends[300][301] - The provision for expected credit losses on trade receivables is sensitive to changes in estimates, based on historical default rates and forward-looking information[302][303] - Impairment assessment of assets involves judgment on future cash flow forecasts and discount rates, where changes could significantly impact recoverable amounts[304] Revenue and Segment Information The Group's revenue is primarily derived from its dental and medical business segments, with operations concentrated in Hong Kong Revenue by Segment (HK$ thousand) | Segment | Year ended March 31, 2025 | Year ended March 31, 2024 | | :--- | :--- | :--- | | Dental business | 40,876 | 50,711 | | Medical business | 65,514 | 65,537 | | Total | 106,390 | 116,248 | Revenue by Timing of Recognition (HK$ thousand) | Timing of Recognition | Year ended March 31, 2025 | Year ended March 31, 2024 | | :--- | :--- | :--- | | At a point in time | 76,570 | 85,423 | | Over time | 29,820 | 30,825 | | Total | 106,390 | 116,248 | - The Group primarily operates in Hong Kong, with revenue from external customers in Hong Kong amounting to HK$106.19 million in 2025[321] - A major customer, Customer A, contributed HK$13.85 million in revenue in 2025, representing approximately 13% of total revenue[319] Other Income and Expense Details Other income rose due to rental income and government subsidies, while income tax expense decreased in 2025 Breakdown of Other Income (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Rental income | 341 | 210 | | Bank interest income | 68 | 163 | | Interest income on consideration receivable | 38 | – | | Government subsidies | 139 | – | | Sundry income | 292 | 188 | | Total | 878 | 561 | Items Deducted from Profit/(Loss) Before Tax (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Directors' emoluments | 5,499 | 5,554 | | Total staff costs | 36,890 | 37,227 | | Medical and dental professional service expenses | 45,343 | 50,262 | | Cost of inventories recognised as an expense | 5,883 | 9,388 | | Auditor's remuneration | 670 | 600 | Income Tax Expense (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Current tax: Hong Kong Profits Tax | 13 | 167 | | Deferred tax | 20 | 13 | | Total | 33 | 105 | Directors', Chief Executive's and Employees' Emoluments Total directors' emoluments remained stable at HK$5.50 million, with no remuneration waived during the year Total Directors' Emoluments (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Fees | 526 | 540 | | Salaries and allowances | 3,377 | 3,418 | | Other benefits and allowances | 1,560 | 1,560 | | Retirement benefit scheme contributions | 36 | 36 | | Total emoluments | 5,499 | 5,554 | Emoluments of Highest Paid Individuals (Excluding Directors) (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Salaries and allowances | 5,093 | 4,186 | | Retirement benefit scheme contributions | 54 | 54 | | Total | 5,147 | 4,240 | Property, Plant and Equipment and Right-of-Use Assets The carrying amounts of fixed and right-of-use assets stood at HK$2.14 million and HK$10.11 million respectively, with no impairment loss recognized in 2025 Carrying Amount of Property, Plant and Equipment (HK$ thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Leasehold improvements | 964 | 1,430 | | Professional equipment | 552 | 504 | | Furniture and fixtures | 620 | 1,005 | | Motor vehicles | – | 180 | | Total | 2,136 | 3,119 | Carrying Amount and Depreciation of Right-of-Use Assets (HK$ thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Carrying amount | 10,113 | 7,509 | | Depreciation charge | 7,533 | 7,998 | - Although some clinics recorded losses due to economic recession and patients seeking dental services in Mainland China, no impairment loss on property, plant and equipment and right-of-use assets was recognized in 2025[341][345] Goodwill and Other Intangible Assets The carrying amounts of goodwill and other intangible assets were reduced to zero following an impairment in 2024 and a disposal in 2025 Carrying Amount of Goodwill (HK$ thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Cost | – | 19,483 | | Impairment | – | 19,483 | | Carrying amount | – | – | - As at March 31, 2024, an impairment loss on goodwill of HK$1,905,000 was recognized in other gains and losses[349] - In 2025, goodwill and other intangible assets were written off upon the disposal of the subsidiary Wellspring Dental Limited, resulting in zero carrying amounts[346][350] Trade and Other Receivables Net trade receivables stood at HK$7.54 million, while other receivables included HK$12.68 million in consideration from a subsidiary disposal Trade and Other Receivables (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Trade receivables | 8,069 | 7,453 | | Less: Allowance for expected credit losses | (529) | (550) | | Trade receivables, net | 7,540 | 6,903 | | Consideration receivable | 12,868 | – | | Less: Allowance for expected credit losses | (189) | – | | Consideration receivable, net | 12,679 | – | | Rental deposits | 1,733 | 816 | Ageing Analysis of Trade Receivables (HK$ thousand) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | Within 30 days | 4,132 | 3,607 | | 31 to 60 days | 2,144 | 2,242 | | 61 to 90 days | 1,264 | 805 | | 91 to 180 days | – | 249 | | Total | 7,540 | 6,903 | - The Group applies the simplified approach to measure loss allowance at an amount equal to lifetime expected credit losses for trade receivables[355] Trade Payables and Contract Liabilities Total trade and other payables were HK$13.05 million, while contract liabilities stood at HK$6.57 million Trade and Other Payables (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Trade payables | 9,806 | 10,517 | | Other payables | 1,137 | 776 | | Accrued expenses | 2,109 | 2,946 | | Total | 13,052 | 14,239 | Contract Liabilities (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Medical services | 1,024 | 1,092 | | Medical solutions | 3,505 | 3,231 | | Dental solutions | 2,043 | 1,603 | | Dental services | – | 480 | | Total | 6,572 | 6,406 | - During the year ended March 31, 2025, HK$5,064,000 was recognized as revenue that was included in the contract liabilities at the beginning of the year[367] Lease Liabilities and Deferred Taxation Total lease liabilities were HK$10.47 million, and the Group has unrecognized deferred tax assets on tax losses of HK$50.12 million Lease Liabilities Payable (HK$ thousand) | Period | 2025 | 2024 | | :--- | :--- | :--- | | Within one year | 6,962 | 4,726 | | Over one year but not exceeding two years | 3,501 | 2,455 | | Over two years but not exceeding five years | 5 | 347 | | Total | 10,468 | 7,528 | Deferred Tax Assets (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Accelerated tax depreciation | 105 | 214 | | Tax losses | 1,113 | 1,119 | | Total | 1,218 | 1,333 | - The Group has unused tax losses of HK$56.87 million, of which HK$50.12 million has not been recognized as a deferred tax asset due to the unpredictability of future profit streams[369] Provisions and Bank Borrowings Total provisions amounted to HK$753,000, while unsecured bank borrowings of HK$7.64 million are guaranteed by an executive director Breakdown of Provisions (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Provision for reinstatement costs | 559 | 589 | | Provision for long service payments | 160 | – | | Provision for legal claims | 34 | – | | Total | 753 | 589 | - Bank borrowings of HK$7,644,000 are unsecured, guaranteed by Executive Director Mr Chan Chi Wai, and carry a variable interest rate of 3.00%[373] Share Capital and Operating Lease Arrangements The company's issued share capital is HK$10.40 million, and it earned rental income of HK$180,000 as a lessor Share Capital Structure (HK$ thousand) | Item | Number of Shares | Amount | | :--- | :--- | :--- | | Authorised: Ordinary shares of HK$0.25 each | 200,000,000 | 50,000,000 | | Issued and fully paid: Ordinary shares of HK$0.25 each | 41,600,000 | 10,400,000 | - Rental income from properties earned during the year was HK$180,000, with the property leased to a related company, Face Factor[375] Related Party Disclosures and Retirement Benefit Schemes The Group engaged in several transactions with related parties, and total compensation for key management was HK$8.23 million Related Party Transactions (HK$ thousand) | Related Company/Party Name | Nature of Transaction | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Face Factor | Rental income | 180 | 210 | | Chi Li Fang | Dental professional service expenses | 5,305 | 9,601 | | Times Insurance | Commission expenses | 421 | 432 | | Dr Chiu Chong Bor | Rental expenses | 111 | 144 | Key Management Personnel Compensation (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Short-term benefits | 8,162 | 8,038 | | Post-employment benefits | 72 | 72 | | Total | 8,234 | 8,110 | - The abolition of the MPF offsetting mechanism for Long Service Payments (LSP) does not apply to LSP accrued before the transition date[381] Gain on Disposal of a Subsidiary The disposal of Wellspring Dental Limited for HK$14.4 million resulted in a gain of HK$12.75 million - On January 9, 2025, the company disposed of its 100% interest in Wellspring Dental Limited for a consideration of HK$14,400,000, completed on February 19, 2025[382] Gain on Disposal of a Subsidiary (HK$ thousand) | Item | Amount | | :--- | :--- | | Fair value of consideration | 13,429 | | Net assets disposed of | (675) | | Gain on disposal of a subsidiary | 12,754 | - The fair value of the consideration receivable is approximately HK$13,429,000, to be paid in monthly installments over an expected period of 42 months[385][386] Capital Risk Management and Financial Instruments The Group manages capital to ensure going concern and maximize shareholder returns, while actively managing interest rate, credit, and liquidity risks - The Group manages its capital to ensure it can continue as a going concern while maximizing returns for shareholders by optimizing the debt and equity balance[387] - The Group is exposed to cash flow interest rate risk primarily related to floating-rate bank balances but currently has no hedging policy[390] - The Group's credit risk arises mainly from trade and other receivables, consideration receivable, and bank balances, which is managed through credit limits and monitoring procedures[393][394] - Liquidity risk is managed by maintaining sufficient reserves and borrowing facilities, and by continuously monitoring forecast and actual cash flows[405] Details of Subsidiaries and Reconciliation of Financing Activities The Group holds several subsidiaries for investment, dental, and medical services, with Wellspring Dental Limited being disposed of during the year List of Major Subsidiaries | Subsidiary Name | Principal Activities | | :--- | :--- | | Medinet BVI | Investment holding | | Wellspring Dental Services Limited | Provision of dental solutions and dental services | | Medinet Services Limited | Provision of medical solution services | | Wellspring Dental Limited | Provision of dental services (disposed of on February 19, 2025) | Reconciliation of Liabilities Arising from Financing Activities (HK$ thousand) | Item | March 31, 2024 | Financing cash flows | Finance costs | New leases entered | March 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Bank borrowings | 8,431 | (1,062) | 275 | – | 7,644 | | Lease liabilities | 7,528 | (7,604) | 380 | 10,164 | 10,468 | | Total | 15,959 | (8,666) | 655 | 10,164 | 18,112 | Statement of Financial Position of the Company The company's net assets increased to HK$21.63 million, driven by a profit of HK$6.82 million for the year Statement of Financial Position of the Company Summary (HK$ thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Non-current assets | 25,292 | 25,076 | | Current assets | 8,991 | 8,990 | | Current liabilities | 12,650 | 19,257 | | Net current liabilities | (3,659) | (10,267) | | Net assets | 21,633 | 14,809 | | Total equity | 21,633 | 14,809 | Changes in Reserves of the Company (HK$ thousand) | Item | March 31, 2024 | Profit for the year and total comprehensive income | March 31, 2025 | | :--- | :--- | :--- | :--- | | Share premium | 125,065 | – | 125,065 | | Capital reserve | 796 | – | 796 | | Accumulated losses | (121,452) | 6,824 | (114,628) | | Total | 4,409 | 6,824 | 11,233 | Financial Summary Financial Summary The Group returned to profitability in 2025 after three consecutive years of losses, with an improvement in its net asset position Five-Year Summary of Results (HK$ thousand) | Item | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 129,481 | 121,068 | 110,392 | 116,248 | 106,390 | | Profit (loss) before tax | 4,746 | (6,735) | (25,463) | (7,999) | 8,092 | | Profit (loss) for the year | 4,755 | (6,377) | (25,150) | (8,104) | 8,059 | Five-Year Summary of Assets and Liabilities (HK$ thousand) | Item | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | 75,888 | 68,460 | 42,875 | 42,026 | 51,652 | | Total liabilities | (32,840) | (31,822) | (31,546) | (38,845) | (40,502) | | Net assets | 43,048 | 36,638 | 11,329 | 3,181 | 11,150 | | Equity attributable to owners of the Company | 43,048 | 36,799 | 11,758 | 3,632 | 11,604 | - The profit for the year of HK$8.06 million in 2025 marks a significant turnaround from the losses of the previous three years[417]