倩碧控股(08367) - 2025 - 年度财报

Company Information Financial Summary During the reporting period, the Group's operating performance switched from profit to loss, with a pre-tax loss of HKD 20.912 million despite a 6.4% revenue increase, compared to a profit of HKD 7.873 million in the prior period, while total assets slightly increased, total liabilities significantly rose, turning net current assets from positive to negative, indicating increased liquidity pressure Consolidated Results Summary | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 97,763 | 91,852 | +6.4% | | Profit/(Loss) Before Tax | (20,912) | 7,873 | Switched from profit to loss | | Profit/(Loss) Attributable to Owners of the Company | (20,853) | 8,247 | Switched from profit to loss | Assets and Liabilities Summary | Indicator | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Assets | 74,095 | 69,713 | +6.3% | | Total Liabilities | 56,590 | 35,269 | +60.5% | | Total Equity | 17,505 | 34,444 | -49.2% | | Net Current Assets/(Liabilities) | (12,468) | 790 | Switched from positive to negative | - By business segment, aircraft engine stand maintenance and related services generated HKD 77.531 million in revenue for FY2025, becoming the primary income source, while the total revenue from catering businesses (including Thai Lane, Ma Suan Le, Baba Nyonya) and food ingredient sales was approximately HKD 20.232 million[9] Management Discussion and Analysis Industry Overview During the reporting period, Hong Kong's catering and construction industries showed divergent performance, with catering revenue slightly declining by 0.6% in Q1 2025 due to changing consumption patterns, while the total value of construction works nominally grew by 1.9%, driven by public sector projects despite a decline in private sector initiatives - Catering Business: The provisional estimated value of total restaurant receipts in Q1 2025 was HKD 28 billion, a 0.6% year-on-year decrease, primarily influenced by changing consumption patterns and external uncertainties[13][14] - Engineering Business: The total value of construction works performed by main contractors in Q1 2025 nominally increased by 1.9% to HKD 70.5 billion, with public sector works nominally increasing by 17.4% and private sector works decreasing by 10.7%[15] Business Overview The Group primarily operates in casual dining and aircraft engine stand maintenance, with the latter becoming the core revenue source, accounting for 79.31% of total revenue as of March 31, 2025, while Thai cuisine brands "Thai Lane" and "555 Thai Fusion" saw a 40.17% revenue increase, Chinese noodle "Ma Suan Le" and Malaysian "Baba Nyonya" experienced significant declines of 52.34% and 94.56% respectively due to market downturns and business termination Revenue Performance by Business Segment (Year Ended March 31, 2025) | Business Segment/Brand | Revenue (HKD Million) | Proportion of Total Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Aircraft Engine Stand Maintenance and Related Services | 77.53 | 79.31% | N/A | | Thai Lane / 555 Thai Fusion | 9.70 | 9.92% | +40.17% | | Ma Suan Le / Ma Sun Le | 8.96 | 9.17% | -52.34% | | Baba Nyonya | 1.25 | 1.28% | -94.56% | | Food Ingredients and Beverages | 0.32 | 0.33% | -66.67% | Financial Review In FY2025, the Group's total revenue increased by 6.43% year-on-year to HKD 97.76 million, primarily driven by engineering business, yet the loss attributable to owners of the company reached HKD 20.85 million, compared to a profit of HKD 8.25 million in the prior year, mainly due to decreased catering revenue, a 43.37% surge in raw material and consumable costs, and a HKD 9 million goodwill impairment loss, while staff costs significantly decreased by 34.89% Key Financial Item Changes | Item | 2025 (HKD Million) | 2024 (HKD Million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 97.76 | 91.85 | +6.43% | | Raw Materials and Consumables Used | 47.54 | 33.16 | +43.37% | | Staff Costs | 21.03 | 32.30 | -34.89% | | Goodwill Impairment Loss | 9.00 | 0 | N/A | | Profit/(Loss) Attributable to Owners of the Company | (20.85) | 8.25 | Switched from profit to loss | Future Outlook and Strategies Facing operational challenges, the Group will adopt a conservative and prudent approach, focusing on enhancing core capabilities and improving business performance through cost control, new product line expansion, and refining operating strategies to deliver shareholder returns - Key measures planned by the Group include: - Minimizing staff costs and reducing headcount[21] - Negotiating more favorable terms with landlords and suppliers[21] - Expanding takeaway product lines (e.g., packaged food, ready-to-eat products) and enhancing marketing[21] - Collaborating with food delivery companies to expand delivery coverage[21] - Refining operating strategies to address ongoing challenges[21] Liquidity and Capital Resources The Group maintains a prudent treasury policy to manage cash balances and ensure robust liquidity, with no significant capital commitments, contingent liabilities, or pledged assets as of March 31, 2025 - The Group's operations are primarily transacted in Hong Kong in HKD, thus not facing significant foreign exchange risk[34] - As of March 31, 2025, the Group had no outstanding capital commitments, significant contingent liabilities, or pledged assets[36][37][38] Key Risks and Uncertainties The Group faces key risks including reliance on leased properties, central kitchen operational disruptions, supplier delivery issues, business license acquisition and renewal, rising labor costs, and the potential impact of infectious disease outbreaks on the catering industry - Key risk areas include: - Lease Risk: All restaurants are leased properties, with uncertainties and potential cost increases related to lease renewals or finding new locations[42] - Supply Chain Risk: Reliance on central kitchens and external suppliers means any disruption could adversely affect operations[42] - Compliance Risk: Catering businesses require various licenses, and failure to obtain or renew them could significantly impact operations[42] - Human Resources Risk: Labor shortages or rising costs would erode profitability[42] Directors and Senior Management This section details the personal biographies of the company's executive directors, independent non-executive directors, and senior management, including their age, position, professional experience, academic background, and roles in other listed companies Corporate Governance Report Corporate Governance Practices The Group is committed to maintaining high corporate governance standards and has adopted the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules, consistently complying with all applicable code provisions throughout the reporting period - The company has adopted and complied with the Corporate Governance Code of the GEM Listing Rules throughout the year[49] Board of Directors The Board of Directors, comprising two executive and three independent non-executive directors, is responsible for the Group's overall leadership and strategic decisions, with its composition complying with GEM Listing Rules and a board diversity policy adopted during the reporting period, and this report also discloses directors' attendance at general and board meetings Board and General Meeting Attendance (Year Ended March 31, 2025) | Director's Name | Position | Attendance at General Meetings/Total Meetings Held | Attendance at Board Meetings/Total Meetings Held | | :--- | :--- | :--- | :--- | | Mr. Choi Pun Lap | Executive Director | 3/3 | 6/6 | | Mr. Leung Wai Tai | Executive Director | 3/3 | 6/6 | | Mr. Lo Cheuk Fei | Independent Non-Executive Director | 3/3 | 6/6 | | Mr. Cheung Hiu Fung | Independent Non-Executive Director | 3/3 | 6/6 | | Mr. Wong Wing Kin (Retired) | Independent Non-Executive Director | 1/1 | 1/1 | | Ms. Yip Sin Lam (Appointed) | Independent Non-Executive Director | 2/2 | 1/1 | Board Committees The Board has established Remuneration, Nomination, and Audit Committees to oversee various company matters, with each committee chaired by an independent non-executive director and predominantly composed of independent non-executive directors to ensure independence, and the report details their responsibilities, composition, and annual meeting attendance - The Remuneration Committee comprises five members, chaired by Independent Non-Executive Director Mr. Cheung Hiu Fung, and held two meetings during the year[74][76][77] - The Nomination Committee comprises five members, chaired by Executive Director Mr. Choi Pun Lap, with most members being independent non-executive directors, and held two meetings during the year[79][80][82] - The Audit Committee comprises three independent non-executive directors, chaired by Mr. Lo Cheuk Fei, and held four meetings during the year, reviewing the annual and interim consolidated financial statements[84][85][86] Internal Control and Risk Management The Board is fully responsible for formulating and overseeing the Group's internal control measures and risk management systems, and while no internal audit department is currently established given the Group's business scale, the Board has reviewed and expressed satisfaction with the effectiveness of the existing internal control system - The Group currently has no internal audit department, and the Board considers the existing management structure and internal control system to be appropriate and adequate[92] Directors' Report Results and Dividends The Group's detailed results for the current fiscal year are presented in the financial statements section, and the Board does not recommend paying any dividends for the year ended March 31, 2025, consistent with the previous year - The Board does not recommend the payment of any dividend for the year ended March 31, 2025 (2024: Nil)[109] Financial Resources, Liquidity and Capital Structure As of March 31, 2025, the Group's current assets were HKD 33.9 million and current liabilities were HKD 46.4 million, resulting in a current ratio of 0.73 times, down from 1.03 times last year, while the gearing ratio increased from 14.0% to 30.3%, reflecting increased financial leverage Liquidity and Gearing Ratios | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Current Ratio | 0.73 times | 1.03 times | | Quick Ratio | 0.69 times | 0.87 times | | Gearing Ratio | 30.3% | 14.0% | Use of Proceeds The company completed a placing on December 17, 2024, raising net proceeds of approximately HKD 3.8 million, of which HKD 3.211 million had been utilized for the Group's general working capital as of March 31, 2025, with the remaining balance expected to be fully utilized by June 2025 Use of Proceeds from 2024 Placing | Purpose | Net Proceeds (HKD Thousand) | Amount Utilized (HKD Thousand) | Unutilized Amount (HKD Thousand) | | :--- | :--- | :--- | :--- | | General Working Capital | 3,800 | 3,211 | 589 | Share Option Scheme To comply with amendments to the GEM Listing Rules, the company terminated its former share option scheme and adopted a new share scheme on January 18, 2024, designed to incentivize and reward contributors to the company, with a 10-year validity period - The company adopted a new share scheme on January 18, 2024, replacing the previous scheme terminated due to amendments to the GEM Listing Rules[125] Major Customers and Suppliers During the current fiscal year, the Group experienced high customer and supplier concentration, with the largest customer accounting for 66% of total revenue and the top five customers for 79%, while the largest supplier accounted for 43% of total purchases and the top five suppliers for 75% - Customer Concentration: The largest customer accounted for 66% of total revenue, and the top five customers accounted for 79%[139] - Supplier Concentration: The largest supplier accounted for 43% of total purchases, and the top five suppliers accounted for 75%[139] Events After Reporting Date Subsequent to the reporting period, the company implemented and completed a capital reorganization on May 16, 2025, involving a share consolidation (20-for-1), capital reduction, and subdivision of unissued shares - The company completed a capital reorganization on May 16, 2025, which included share consolidation, capital reduction, and share subdivision[152][153] Independent Auditor's Report Independent Auditor Fan Chan & Co. Limited issued an unmodified opinion on the Group's consolidated financial statements, but highlighted "Material Uncertainty Related to Going Concern," noting that the Group's net loss, net current liabilities, and cash position may cast significant doubt on its ability to continue as a going concern, with key audit matters including impairment assessments of property, plant and equipment, right-of-use assets, intangible assets, and goodwill - The auditor's opinion is unmodified, stating that the financial statements present a true and fair view of the Group's financial position and performance[159] - The report emphasized "Material Uncertainty Related to Going Concern," primarily due to the Group recording a net loss of approximately HKD 20.853 million, being in a net current liabilities position of approximately HKD 12.468 million, and having cash and cash equivalents of only HKD 6.728 million[161] - Key audit matters include: - Impairment assessment of property, plant and equipment, and right-of-use assets[163] - Impairment assessment of intangible assets and goodwill[165] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's financial performance for the year ended March 31, 2025, showing a shift from a profit of HKD 8.247 million in the prior year to a loss of HKD 20.853 million in the current year, with basic loss per share at HKD 0.3448 Consolidated Statement of Financial Position This statement reflects the Group's financial position as of March 31, 2025, with total assets of HKD 74.095 million, total liabilities of HKD 56.590 million, and total equity of HKD 17.505 million, a significant decrease from HKD 34.444 million in the prior year Consolidated Statement of Changes in Equity This statement illustrates the changes in shareholders' equity during the year, with total equity decreasing from HKD 34.444 million at the beginning of the year to HKD 17.505 million at year-end, primarily due to an annual loss of HKD 20.853 million, partially offset by HKD 3.914 million from share placement proceeds Consolidated Statement of Cash Flows This statement summarizes cash inflows and outflows during the year, with net cash generated from operating activities of HKD 12.681 million, but net cash outflows from investing and financing activities of HKD 10.885 million and HKD 3.598 million respectively, resulting in a net decrease in cash and cash equivalents of HKD 1.802 million to HKD 6.728 million at year-end Notes to the Consolidated Financial Statements Note 3: Basis of Preparation and Going Concern While the financial statements are prepared on a going concern basis, the note explicitly highlights significant uncertainties faced by the Group, including a net loss of approximately HKD 20.853 million and net current liabilities of HKD 12.468 million as of March 31, 2025, yet directors believe the Group can continue as a going concern through improved business performance and a HKD 20 million loan facility obtained in June 2025 - Despite significant going concern doubts, directors consider the preparation of financial statements on a going concern basis appropriate, based on improvement plans and a newly obtained HKD 20 million loan facility[189][190] Note 6: Revenue and Segment Information This note details revenue composition and segment performance, identifying aircraft engine stand maintenance and related services as the primary source of revenue and profit, while all catering segments (Chinese, Thai, Malaysian cuisine) recorded losses, and revenue from the largest customer accounted for 66% of total revenue, indicating high customer concentration Segment Revenue and Profit/(Loss) (Year Ended March 31, 2025) | Segment | Revenue (HKD Thousand) | Segment Profit/(Loss) (HKD Thousand) | | :--- | :--- | :--- | | Chinese Cuisine | 8,959 | (1,677) | | Thai Cuisine | 9,699 | (1,981) | | Malaysian Cuisine | 1,251 | (4,537) | | Food Ingredients and Beverages Business | 323 | (860) | | Aircraft Engine Stand Maintenance and Repair Services | 77,531 | 3,165 | - Revenue from Customer A was HKD 64.143 million, accounting for 66% of the Group's total revenue, a significant increase from HKD 39.372 million last year[267] Note 17: Goodwill This note discloses the goodwill impairment test results, where an annual impairment assessment for the aircraft engine stand maintenance and repair services segment resulted in a HKD 9 million goodwill impairment loss recognized this year, as the recoverable amount was below the carrying value, reducing the net carrying amount of goodwill from HKD 20.722 million to HKD 11.722 million - A goodwill impairment loss of HKD 9 million was recognized as the recoverable amount of the aircraft engine stand maintenance and repair services cash-generating unit was below its carrying amount[291][293] Note 28: Share Capital This note explains the changes in share capital during the year, primarily including the completion of a placing of 230,160,000 new shares on December 17, 2024, and a share consolidation (20 shares into 1) implemented on January 3, 2025 - On December 17, 2024, the company completed a placing of 230,160,000 new shares at a price of HKD 0.017 per share[320] - On January 3, 2025, the company implemented a share consolidation, combining every 20 shares of HKD 0.01 par value into 1 share of HKD 0.20 par value[320] Note 39: Events After Reporting Date This note reiterates the capital reorganization completed after the reporting period on May 16, 2025, which involved a share consolidation, capital reduction (reducing the par value of each issued consolidated share from HKD 0.20 to HKD 0.0001), and subdivision of authorized but unissued shares - The company completed a capital reorganization on May 16, 2025, which included share consolidation, capital reduction, and share subdivision[374] Financial Summary This section provides a five-year financial performance and balance sheet summary, indicating fluctuating revenue and significant volatility in profitability, alternating between profit and loss, while total assets remained relatively stable, total liabilities substantially increased in FY2025, leading to shareholder equity dropping to its lowest point in five years Five-Year Financial Summary | Year Ended March 31 (HKD Thousand) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 97,421 | 85,585 | 68,702 | 91,852 | 97,763 | | Profit/(Loss) for the Year | 8,751 | 4,020 | (34,625) | 8,247 | (20,853) | | Assets and Liabilities | | | | | | | Total Assets | 100,157 | 96,787 | 85,227 | 69,713 | 74,095 | | Total Liabilities | (61,410) | (53,996) | (71,053) | (35,269) | 56,590 | | Total Equity | 38,747 | 42,791 | 14,174 | 34,444 | 17,505 |