南旋控股(01982) - 2025 - 年度财报

Company Information Company Overview This section outlines Novelty Asia Holdings Limited's fundamental corporate details, including its board, key personnel, and operational contacts - The company's Board of Directors comprises four executive directors and four independent non-executive directors, with Mr. Wong Wai Yu as Chairman and Mr. Man Yu Hin as Chief Executive Officer[6] - PricewaterhouseCoopers is the company's auditor[8] Chairman's Statement Chairman's Statement The Chairman's Statement reviews the 2025 fiscal year, highlighting the Group's business resilience, stable core knitting operations, growing contributions from diversified segments, and strategic expansion in Vietnam | Indicator | FY2025 (million HKD) | Change | | :--- | :--- | :--- | | Total Revenue | 4,352.1 | -0.6% | | Gross Profit | 781.8 | +1.0% | | Gross Profit Margin | 18.0% | +0.3pp | | Operating Profit | 449.9 | -3.8% | | Profit for the Year | 355.4 | -6.6% | - Sales volume of men's and women's knitwear decreased by 9.6% to 29.1 million pieces due to delayed seasonal shifts, but revenue only slightly declined by 4.2% due to increased average selling prices from cashmere sweater orders[14] - Business diversification strategy shows initial success with stable cashmere yarn sales and significant improvement in fabric business, contributing increasingly to Group revenue[13] - To address order shifts from mainland China, the Group strategically expanded its production capacity in Vietnam, leveraging cost advantages and robust infrastructure to establish it as a key production base[12][17] - The Board declared a second interim dividend of 1.5 HK cents per share, bringing the full-year dividend payout ratio to 75% including the first interim dividend of 9.8 HK cents per share[15] Management Discussion and Analysis Financial Review This fiscal year's financial review highlights a slight revenue decrease, improved gross profit margin driven by fabric business, and a decline in profit attributable to owners due to reduced other income and increased administrative expenses | Financial Indicator (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 4,352,130 | 4,378,888 | -0.6% | | Gross Profit | 781,815 | 774,239 | +1.0% | | Gross Profit Margin | 18.0% | 17.7% | +0.3pp | | Operating Profit | 449,910 | 467,497 | -3.8% | | Profit for the Year Attributable to Owners of the Company | 342,327 | 361,672 | -5.4% | | Adjusted Net Profit | 342,753 | 396,471 | -13.5% | - Sales volume of men's and women's knitwear decreased from 32.2 million pieces to 29.1 million pieces, partially offset by an increase in average selling price from HKD 109.1 to HKD 115.6[23] - Net other income significantly decreased from HKD 78.2 million to HKD 41.2 million, primarily due to a HKD 21.0 million reduction in exchange gains and a HKD 16.4 million decrease in gains from disposal of property, plant, and equipment[27] - No impairment loss was recorded for the Myanmar production base in FY2025, compared to an impairment loss of HKD 34.0 million in FY2024[30] Consolidated Cash Flow Statement Analysis This fiscal year saw a net decrease in cash and cash equivalents, primarily driven by a significant reduction in net cash from operating activities due to increased inventory, and expanded net cash outflows from investing and financing activities | Cash Flow Item (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 222,940 | 582,949 | | Net Cash Used in Investing Activities | (238,307) | (145,057) | | Net Cash Used in Financing Activities | (272,114) | (435,922) | | Cash and Cash Equivalents at Year End | 430,818 | 717,404 | - Net cash from operating activities significantly decreased, primarily due to a HKD 280.1 million increase in inventories[40] Liquidity, Financial Resources and Risk Management The Group's gearing ratio significantly increased, with cash and cash equivalents primarily denominated in USD and RMB, while comprehensive policies are in place to manage foreign currency, interest rate, credit, and liquidity risks - The gearing ratio (net debt/total capital) increased from 8.9% as of March 31, 2024, to 20.1% as of March 31, 2025[44] - As of March 31, 2025, total bank borrowings and lease liabilities amounted to HKD 1,095.1 million, with 80.4% denominated in HKD[45] - The Group's foreign currency exposure primarily stems from RMB (operating expenses) and USD (sales revenue), with USD risk considered minimal due to the HKD peg, while RMB-USD exchange rate risk is closely monitored[47] - To mitigate interest rate risk, the Group entered into HKD interest rate swap contracts during the year[48] Capital Expenditure and Human Resources This fiscal year, the Group incurred significant capital expenditure primarily for new production facilities in Vietnam and machinery, while maintaining a substantial global workforce with associated annual employee costs - Capital expenditure amounted to approximately HKD 466.9 million, primarily for the new production base in Vietnam and machinery procurement[51] - As of March 31, 2025, the Group's capital commitments were approximately HKD 157.1 million[52] - As of March 31, 2025, the Group employed approximately 15,400 full-time staff, with total annual employee costs (including directors' emoluments) of HKD 1,023.9 million[60] Biographies of Directors and Senior Management Biographies of Directors and Senior Management This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, covering their roles, responsibilities, and professional backgrounds - The executive director team includes Chairman Mr. Wong Wai Yu, CEO Mr. Man Yu Hin, Chief Production Officer Mr. Wong Ting Chun, and Chief Operating Officer Mr. Li Po Sing, overseeing corporate strategy, daily operations, production, and knitwear business respectively[63][64][65][66] - The independent non-executive director team comprises Ms. Fanny Law Fan Chiu Fun, Mr. Kan Chung Shun, Mr. Fan Chun Wah Andrew, and Mr. Yip Shue Kwong, possessing extensive experience in public administration, law, accounting, and finance[67][68][69][71] - Senior management includes Chief Financial Officer and Company Secretary Mr. To Chi Keung, responsible for key functions such as financial planning, reporting, and risk management[73] Corporate Governance Report Corporate Governance Practices and the Board The company maintains high corporate governance standards, complying with all mandatory code provisions, with a diverse Board of Directors comprising executive and independent non-executive members, ensuring separation of Chairman and CEO roles, and achieving full attendance at all board meetings - The company confirmed compliance with all mandatory code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules for the year ended March 31, 2025[76] - The Board comprises 4 executive directors and 4 independent non-executive directors, meeting the Listing Rules' requirement for at least one-third independent non-executive directors[81][83] - The roles of Chairman (Mr. Wong Wai Yu) and Chief Executive Officer (Mr. Man Yu Hin) are separate with clear responsibilities[93] - Four Board meetings were held during the reporting year, with 100% attendance from all directors[91][92] Board Committees This section outlines the responsibilities, composition, and annual work of the Executive, Audit, Remuneration, and Nomination Committees, highlighting their roles in financial oversight, remuneration policy, and board structure - The Audit Committee consists of three independent non-executive directors, chaired by Mr. Fan Chun Wah Andrew, who possesses accounting qualifications, and held two meetings during the year[95][96] - The Remuneration Committee comprises one executive director and two independent non-executive directors, held one meeting during the year, and reviewed directors' and senior management's remuneration[97][98] - The Nomination Committee consists of one executive director and two independent non-executive directors, held one meeting during the year, and reviewed the Board's structure, size, and composition[99][101] - In FY2025, audit service fees paid to external auditor PricewaterhouseCoopers amounted to HKD 2.3 million, and non-audit service fees were HKD 0.6 million[102] Internal Control and Risk Management The Group employs a 'three lines of defense' risk governance framework, with internal controls based on the COSO framework, and the Board has reviewed its effectiveness in managing significant risks such as global trade, geopolitical events, raw material prices, supply chain, customer concentration, and compliance - The Group's risk governance framework is guided by the 'three lines of defense' model, with internal control systems developed in reference to the COSO framework[116][117] - The Board confirmed that it reviewed the risk management and internal control systems for the current fiscal year and deemed them adequate and effective[129][135] - Key risks faced by the Group include volatile global trade conditions, geopolitical impacts, fluctuating raw material prices (e.g., cashmere), supply chain instability, high customer concentration, and multi-jurisdictional legal and regulatory compliance risks[130][131][132][133] Directors' Report Business and Financial Overview This section provides an overview of the Group's stable knitwear manufacturing business, FY2025 performance, dividend distribution, charitable contributions, and distributable reserves - The Group's principal business is knitwear manufacturing, with no significant changes during the year[147] - The Board declared a second interim dividend of 1.5 HK cents per share, bringing the total full-year dividend to 11.3 HK cents including the interim dividend of 9.8 HK cents already paid[149] - As of March 31, 2025, the company's distributable reserves were approximately HKD 2,148.6 million[151] - High concentration of major customers and suppliers: the top five customers accounted for 68.9% of sales, and the top five suppliers accounted for 68.5% of purchases[157] Connected Transactions This section discloses the Group's non-exempt continuing connected transactions during the reporting period, including a significant raw material procurement agreement, a joint venture for cashmere yarn production in Vietnam, and property lease renewals, all in compliance with Listing Rules - A raw material procurement agreement was entered into with connected person Hebei Yuteng Cashmere Products Co., Ltd., with an annual cap of RMB 710 million for the year ended March 31, 2025[166] - A joint venture agreement was entered into with Hebei Yuteng for cashmere yarn production in Vietnam, requiring a USD 4.4 million capital injection from the company's subsidiary Nan Guan (representing 55% equity interest)[171] - The independent non-executive directors and auditor have reviewed these continuing connected transactions, confirming they were conducted on normal commercial terms and are in the overall interest of shareholders[167] Directors' and Shareholders' Interests This section discloses the interests of directors, chief executives, and substantial shareholders in the company's shares as of March 31, 2025, details the outstanding share option scheme, and confirms the full utilization of IPO net proceeds - The controlling shareholder (Novelty Asia Investment Limited, controlled by Ting Wai Trust) holds 1,500,000,000 shares, representing approximately 65.81% of the issued share capital[198] Share Option Scheme Status (As of March 31, 2025) | Share Option Scheme Status (As of March 31, 2025) | Quantity | | :--- | :--- | | Balance at Beginning of Year | 48,538,000 | | Granted During Year | 0 | | Exercised During Year | 0 | | Cancelled During Year | (1,032,000) | | Balance at End of Year | 47,506,000 | - Net proceeds from the initial public offering of approximately HKD 635.4 million have been fully utilized, with the last portion allocated to the construction and equipment procurement for the Dak Lak factory in Vietnam[202][203] Environmental, Social and Governance (ESG) This section outlines the Group's policies and practices across environmental protection, compliance, workplace quality, health and safety, employee development, and stakeholder relations, confirming no material non-compliance issues during the year - The Group is committed to implementing environmental policies, complying with environmental laws and regulations in its factory locations, and minimizing environmental impact[213] - The Board confirmed that for the year ended March 31, 2025, it was unaware of any material non-compliance or breaches that would significantly impact the Group's operations[214] - The Group values its employees, offering competitive remuneration, on-the-job training, equal promotion opportunities, and a safe and healthy working environment[215][216][217] Independent Auditor's Report Independent Auditor's Report PricewaterhouseCoopers issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming their fair presentation and compliance with disclosure requirements, with 'Tax Provisions' highlighted as a key audit matter due to complex cross-jurisdictional judgments - Auditor PricewaterhouseCoopers issued an unmodified opinion (Clean Opinion) on the consolidated financial statements[222] - A key audit matter is 'Tax Provisions,' noted due to the Group's multi-jurisdictional operations in Hong Kong, mainland China, and Vietnam, involving complex cross-border arrangements and diverse tax regulations requiring significant management judgment and estimation[228] Consolidated Financial Statements Consolidated Statement of Profit or Loss This fiscal year, the Group reported a slight decrease in revenue, with gross profit at HKD 781.8 million and a profit for the year of HKD 355.4 million, resulting in basic earnings per share of 15.02 HK cents | Item (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 4,352,130 | 4,378,888 | | Gross Profit | 781,815 | 774,239 | | Operating Profit | 449,910 | 467,497 | | Profit for the Year | 355,414 | 380,704 | | Profit for the Year Attributable to Owners of the Company | 342,327 | 361,672 | | Basic Earnings Per Share (HK cents) | 15.02 | 15.87 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets stood at HKD 4,778.6 million, with total liabilities of HKD 2,140.9 million, resulting in total equity of HKD 2,637.7 million and net current assets of HKD 814.6 million | Item (As of March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Total Assets | 4,778,595 | 4,448,103 | | Total Liabilities | 2,140,890 | 1,849,144 | | Total Equity | 2,637,705 | 2,598,959 | | Non-current Assets | 2,550,769 | 2,399,172 | | Current Assets | 2,227,826 | 2,048,931 | | Net Current Assets | 814,592 | 787,853 | Consolidated Statement of Cash Flows This fiscal year, net cash generated from operating activities significantly decreased, while net cash outflows from investing and financing activities led to a net reduction in cash and cash equivalents, ending the period at HKD 430.8 million | Item (Year ended March 31) | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 222,940 | 582,949 | | Net Cash Used in Investing Activities | (238,307) | (145,057) | | Net Cash Used in Financing Activities | (272,114) | (435,922) | | Net Decrease in Cash and Cash Equivalents | (287,481) | 1,970 | | Cash and Cash Equivalents at Year End | 430,818 | 717,404 | Notes to the Consolidated Financial Statements This section provides detailed explanations and supplementary information to the consolidated financial statements, covering accounting policies, key estimates, segment information, asset/liability details, related party transactions, capital commitments, and financial instrument risk management Financial Summary Five-Year Financial Summary This section provides a summary of the Group's key performance and financial position data for the past five fiscal years, showing stable revenue around HKD 4 billion and a recovery in profit attributable to owners after a FY2023 low Results (Year ended March 31) | Results (Year ended March 31) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue (thousand HKD) | 4,352,130 | 4,378,888 | 4,602,307 | 4,040,472 | 3,848,554 | | Profit for the Year Attributable to Owners of the Company (thousand HKD) | 342,327 | 361,672 | 134,844 | 263,302 | 313,677 | Assets and Liabilities (As of March 31) | Assets and Liabilities (As of March 31) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets (thousand HKD) | 4,778,595 | 4,448,103 | 4,429,101 | 4,814,257 | 4,655,610 | | Total Equity (thousand HKD) | 2,637,705 | 2,598,959 | 2,477,674 | 2,602,894 | 2,416,135 | | Total Liabilities (thousand HKD) | 2,140,890 | 1,849,144 | 1,951,427 | 2,211,363 | 2,239,475 |