鸿盛昌资源(01850) - 2025 - 年度业绩

Financial Highlights Annual Performance Overview Hong Seng Cheung Resources Group Limited's revenue decreased by 5.1% to approximately HK$374.3 million for the year ended April 30, 2025, with profit significantly reduced to HK$0.7 million due to lower gross margin and other income and losses FY2025 Financial Summary | Metric | 2025 (HK$ Million) | 2024 (HK$ Million) | YoY Change | | :--- | :----------------- | :----------------- | :--------- | | Revenue | 374.3 | 394.5 | -5.1% | | Profit for the Year | 0.7 | 2.2 | -68.2% | | Basic and Diluted Earnings Per Share | 0.003 | 0.02 | -85% | | Final Dividend | Not Recommended | Nil | - | - The decrease in annual profit was primarily due to a decline in gross profit margin and a reduction in other income and losses during the year[2] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended April 30, 2025, the Group's revenue and cost of sales decreased, but gross profit and profit before tax significantly declined, leading to a substantial reduction in profit attributable to owners Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income (HK$ Thousand) | Metric | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :---------- | | Revenue | 374,347 | 394,537 | -5.1% | | Cost of Sales | (348,435) | (365,537) | -4.7% | | Gross Profit | 25,912 | 29,000 | -10.7% | | Other Income | 2,353 | 979 | +140.3% | | Other Gains and Losses | (22) | 2,900 | -100.8% | | Profit Before Tax | 1,529 | 3,854 | -60.3% | | Taxation | (761) | (1,646) | -53.7% | | Profit for the Year | 768 | 2,208 | -65.2% | | Profit Attributable to Owners of the Company | 568 | 2,928 | -80.6% | | Basic and Diluted Earnings Per Share (HK$) | 0.003 | 0.02 | -85% | Consolidated Statement of Financial Position As of April 30, 2025, the Group's total assets and equity increased, driven by significant growth in trade receivables and contract assets, while non-current assets slightly decreased and current liabilities rose Key Data from Consolidated Statement of Financial Position (HK$ Thousand) | Metric | 2025 | 2024 | Change Rate | | :--- | :--- | :--- | :---------- | | Non-current Assets | | | | | Property, Plant and Equipment | 971 | 889 | +9.2% | | Goodwill | 19,687 | 20,441 | -3.7% | | Current Assets | | | | | Trade Receivables | 105,634 | 78,299 | +34.9% | | Contract Assets | 183,393 | 164,389 | +11.6% | | Bank Balances and Cash | 8,842 | 16,324 | -45.8% | | Current Liabilities | | | | | Trade Payables and Retention Payables | 36,384 | 36,634 | -0.7% | | Accruals and Other Payables | 43,262 | 26,178 | +65.3% | | Bank Borrowings | 44,502 | 54,506 | -18.3% | | Other Borrowings | 14,200 | – | New | | Total Equity | 293,185 | 273,900 | +7.0% | Notes to the Consolidated Financial Information General Information Hong Seng Cheung Resources Group Limited, incorporated in the Cayman Islands in 2016 and listed on the HKEX Main Board in 2019, primarily engages in fire safety system services and trading of related accessories, with financial statements presented in HKD - The Company was incorporated in the Cayman Islands on August 25, 2016, and listed on the Main Board of the Hong Kong Stock Exchange on February 14, 2019[6] - The principal activities of the Company's subsidiaries are the design, supply, and installation of fire safety systems for buildings under construction or redevelopment, maintenance and repair of fire safety systems for completed properties, and trading of fire safety accessories[7] - The consolidated financial statements are presented in Hong Kong Dollars, which is also the Company's functional currency[8] Application of Accounting Standards The Group has adopted several HKFRS amendments effective May 1, 2024, without policy changes or retrospective adjustments, and anticipates no significant impact from new standards yet to be effective - The Group has initially applied amendments to HKFRS accounting standards issued by the HKICPA and mandatorily effective for annual periods beginning on or after May 1, 2024, including HKFRS 16 (Amendment) Lease Liability in a Sale and Leaseback, HKAS 1 (Amendment) Classification of Liabilities as Current or Non-current, among others[9] - The Group has not changed its accounting policies or made retrospective adjustments due to the adoption of the aforementioned amended standards or annual improvements[9] - The Group is assessing the impact of new and revised HKFRS issued but not yet effective for the financial year beginning May 1, 2024, and expects their adoption is unlikely to have a significant impact on the consolidated financial statements[10] Standards Effective Mandatory HKFRS amendments effective this year include HKFRS 16 (Amendment) Lease Liability in a Sale and Leaseback, HKAS 1 (Amendment) Classification of Liabilities as Current or Non-current, and HKAS 7 & HKFRS 7 (Amendment) Supplier Finance Arrangements - Effective amendments include HKFRS 16 (Amendment) Lease Liability in a Sale and Leaseback, HKAS 1 (Amendment) Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants, and HKAS 7 & HKFRS 7 (Amendment) Supplier Finance Arrangements[9] Standards Not Yet Effective New and revised HKFRS not yet effective include HKFRS 18 Presentation and Disclosure in Financial Statements, Annual Improvements to HKFRS – Volume 3, and amendments to classification and measurement of financial instruments, with no significant impact expected - Standards not yet effective include HKFRS 18 Presentation and Disclosure in Financial Statements, Annual Improvements to HKFRS – Volume 3, and amendments to the classification and measurement of financial instruments[10] - The Group is assessing the expected impact of these amendments and new standards upon initial application, concluding that their adoption is unlikely to have a significant impact on the consolidated financial statements[10] Basis of Preparation of Financial Statements The consolidated financial statements are prepared in accordance with HKFRS, comply with Listing Rules and Companies Ordinance disclosure requirements, and are primarily based on historical cost, with certain financial instruments measured at fair value - The consolidated financial statements are prepared in accordance with HKFRS issued by the HKICPA and include all applicable disclosures required by the Listing Rules and the Hong Kong Companies Ordinance[11] - At the end of each reporting period, the consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value[11] - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions in the principal (or most advantageous) market[13] Revenue For the year ended April 30, 2025, the Group's total revenue was HK$374.3 million, predominantly from design, supply, and installation services, with a significant increase in transaction price allocated to unfulfilled performance obligations expected to be recognized within 12 to 36 months Revenue by Major Service Line (HK$ Thousand) | Service Line | 2025 | 2024 | | :--- | :--- | :--- | | Design, Supply and Installation Services | 367,007 | 383,784 | | Maintenance and Repair Services | 7,308 | 10,499 | | Trading of Fire Safety Accessories | 32 | 254 | | Total | 374,347 | 394,537 | Revenue by Timing of Recognition (HK$ Thousand) | Timing of Recognition | 2025 | 2024 | | :--- | :--- | :--- | | At a point in time | 32 | 254 | | Over time | 374,315 | 394,283 | | Total | 374,347 | 394,537 | - As of April 30, 2025, the total transaction price allocated to unfulfilled (or partially unfulfilled) performance obligations was approximately HK$892 million (2024: HK$516.703 million), expected to be recognized within the next 12 to 36 months[16] Segment Information The Group operates as a single segment focused on fire safety systems, with revenue and non-current assets primarily located in Hong Kong and Macau, and key operating decisions reviewed by the chief operating decision maker - The Group's operating business is conducted through a single operating segment focused on the design, supply, and installation of fire safety systems for buildings under construction or redevelopment, or the maintenance and repair of fire safety systems for completed properties[17] - The chief operating decision maker monitors revenue from the provision of design, supply, and installation of fire safety systems, as well as maintenance and repair of fire safety systems, without separate classified information[17] - The Group's revenue from external customers by geographical area is generated from Hong Kong and Macau, and all non-current assets are located in Hong Kong[18] Geographical Information The Group's revenue is primarily derived from Hong Kong and Macau, with all non-current assets located in Hong Kong, thus no further geographical analysis is presented - The Group's revenue from external customers by geographical area is generated from Hong Kong and Macau (place of registration)[18] - All of the Group's non-current assets by location are situated in Hong Kong[18] Major Customer Information For the year ended April 30, 2025, customers A and B each contributed over 10% of the Group's total revenue, with customer A's contribution significantly increasing, while customer C was no longer a major customer Major Customer Revenue Contribution (HK$ Thousand) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer A | 240,782 | 170,404 | | Customer B | 111,365 | 77,500 | | Customer C | N/A | 38,061 | - Revenue from Customer A and Customer B each accounted for over 10% of the Group's total revenue in 2025, both derived from design, supply, and installation services[19][21] Taxation For the year ended April 30, 2025, the Group's current tax (Hong Kong Profits Tax) was HK$761 thousand, a decrease from the prior year, with Hong Kong Profits Tax calculated under a two-tiered system and no income tax in BVI and Cayman Islands Taxation Expense (HK$ Thousand) | Tax Type | 2025 | 2024 | | :--- | :--- | :--- | | Current Tax - Hong Kong Profits Tax | 761 | 1,705 | | Deferred Tax | – | (59) | | Total | 761 | 1,646 | - Hong Kong Profits Tax is calculated under a two-tiered profits tax regime, where the first HK$2 million of assessable profits for qualifying entities is taxed at 8.25%, and profits exceeding HK$2 million are taxed at 16.5%[19] - Under the laws and regulations of the British Virgin Islands and the Cayman Islands, the Group is not subject to any income tax in these jurisdictions[20] Deductions from Profit Before Tax For the year ended April 30, 2025, the Group's total staff costs (excluding directors' emoluments) decreased, as did the amount of inventories recognized as expense and depreciation of property, plant and equipment, while amortization of intangible assets and right-of-use assets depreciation slightly increased Deductions from Profit Before Tax (HK$ Thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Total Staff Costs (excluding directors' emoluments) | 32,505 | 34,040 | | Auditor's Remuneration | 580 | 580 | | Amount of Inventories Recognized as Expense | 47,080 | 73,267 | | Amortization of Intangible Assets | 226 | 190 | | Depreciation of Property, Plant and Equipment | 397 | 671 | | Depreciation of Right-of-Use Assets | 1,718 | 1,656 | | Loss on Disposal of Property, Plant and Equipment | 22 | – | Earnings Per Share For the year ended April 30, 2025, profit attributable to owners of the Company was HK$568 thousand, resulting in basic and diluted earnings per share of HK$0.003, with diluted EPS being the same as basic EPS due to no potential dilutive ordinary shares Earnings Per Share Calculation Data | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit for the Year Attributable to Owners of the Company for Basic EPS Calculation (HK$ Thousand) | 568 | 2,928 | | Weighted Average Number of Ordinary Shares for Basic EPS Calculation | 171,458,630 | 125,290,504 | - As there were no potential dilutive ordinary shares outstanding for the years ended April 30, 2025 and 2024, diluted earnings per share were the same as basic earnings per share[23] Dividends The Company neither paid nor proposed any dividends for the years ended April 30, 2025 and 2024, nor has it proposed any dividends since the end of the reporting period - The Company neither paid nor proposed any dividends for the years ended April 30, 2025 and 2024, nor has it proposed any dividends since the end of the reporting period[24] Trade Receivables As of April 30, 2025, net trade receivables increased to HK$105,634 thousand, with a typical credit period of 30 to 60 days, most receivables falling within 30 days, and an increase in impairment provisions Trade Receivables (HK$ Thousand) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Gross Trade Receivables | 127,536 | 99,893 | | Less: Impairment Allowance | (21,902) | (21,594) | | Net Trade Receivables | 105,634 | 78,299 | Ageing Analysis of Trade Receivables (HK$ Thousand) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 30 days | 105,534 | 75,952 | | 31 to 60 days | 100 | 377 | | 61 to 90 days | – | 1,764 | | 91 to 180 days | – | 1 | | Over 180 days | – | 205 | | Total | 105,634 | 78,299 | - The Group generally grants its customers a credit period of 30 to 60 days[25] Trade Payables and Retention Payables As of April 30, 2025, total trade payables and retention payables slightly decreased, with most trade payables due within 30 days and typical credit terms of 30 to 60 days Trade Payables and Retention Payables (HK$ Thousand) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Trade Payables | 13,386 | 18,685 | | Retention Payables | 22,998 | 17,949 | | Total | 36,384 | 36,634 | Ageing Analysis of Trade Payables (HK$ Thousand) | Ageing | 2025 | 2024 | | :--- | :--- | :--- | | 0 to 30 days | 8,722 | 9,350 | | 31 to 60 days | 790 | 3,934 | | 61 to 90 days | 840 | 2,592 | | Over 90 days | 3,034 | 2,809 | | Total | 13,386 | 18,685 | - Credit periods granted by suppliers and subcontractors, and payables, are typically settled within 30 to 60 days as stipulated in relevant contracts[26] Share Capital As of April 30, 2025, the Company's issued and fully paid share capital was HK$34,560 thousand, comprising 172,800,000 ordinary shares, with changes during the year including share consolidation, rights issue, and placing of shares Changes in Share Capital (HK$ Thousand) | Event | Number of Ordinary Shares | Share Capital (HK$ Thousand) | | :--- | :------------------------ | :--------------------------- | | April 30, 2024 and May 1, 2024 | 144,000,000 | 28,800 | | Shares Issued upon Placing | 28,800,000 | 5,760 | | April 30, 2025 | 172,800,000 | 34,560 | - On May 4, 2023, a share consolidation became effective, adjusting the total number of issued shares from 960,000,000 to 48,000,000 shares[29] - On June 28, 2023, 96,000,000 shares were issued via a rights issue for a total cash consideration of approximately HK$19.2 million[29] - On May 16, 2024, a placing was completed, issuing 28,800,000 ordinary shares to independent third parties, with net proceeds of approximately HK$18.517 million[29] Events After Reporting Period Subsequent to the reporting period, the Group proposed a rights issue to raise up to HK$73.27 million and announced the hearing date for the capital reduction petition and the effective date for capital reorganization - On December 19, 2024, the Group proposed a rights issue to allot a maximum of 138,240,000 rights shares at a subscription price of HK$0.53 per share on the basis of 4 rights shares for every 1 adjusted share held, aiming to raise up to approximately HK$73.27 million[28] - On July 3, 2025, the Group announced that the hearing for the capital reduction petition would be held on July 25, 2025, and the capital reorganization would become effective on August 5, 2025[28] Management Discussion and Analysis Business Review and Outlook As a registered fire service installation contractor, the Group provides installation, maintenance, and repair services for fire safety systems and trades related accessories, anticipating economic recovery in 2025 to boost performance, with plans for Hong Kong projects, overseas expansion through partnerships, and strengthening its investor base - The Group is a registered fire service installation contractor, with principal services including the design, supply, and installation of fire safety systems for buildings under construction or redevelopment (installation services), maintenance and repair of fire safety systems for completed properties (maintenance services), and trading of fire safety accessories[30] - Management anticipates a gradual economic recovery in Hong Kong, Macau, and China in 2025, with improved business activities and economic conditions expected to enhance business performance[31] - The Group will continue to identify strategic and financial partners to explore potential opportunities for further business expansion and development into other overseas markets[31] - The Group will continue to seek opportunities to strengthen its investor and shareholder base to support its business and expansion plans[32] Financial Review The Group's revenue decreased by 5.1% this year, primarily due to lower installation service revenue, leading to reduced cost of sales but a decline in gross profit margin, while other income significantly increased and profit attributable to owners of the Company substantially decreased - The Group's revenue for the year ended April 30, 2025, was approximately HK$374.3 million, a decrease of approximately 5.1% from the previous year, primarily due to a reduction of approximately HK$16.8 million in installation service revenue[33] - Gross profit decreased by 10.7% to HK$25.9 million, and the gross profit margin declined to 6.9%, mainly due to reduced revenue[39] - Other income increased by approximately HK$1.4 million to HK$2.4 million, primarily due to an increase of approximately HK$1.8 million in handling fees[40] - Administrative expenses increased by 1.8% to HK$22.6 million, mainly due to an increase in staff costs (including directors' emoluments)[42] - Profit for the year and total comprehensive income attributable to owners of the Company was approximately HK$0.6 million, a significant decrease from the previous year[46] Revenue Analysis For the year ended April 30, 2025, the Group's total revenue was HK$374.3 million, with installation services accounting for 98.04% and maintenance services for 1.95%, both experiencing a decline Revenue by Service Type and Proportion (HK$ Thousand) | Service Type | 2025 (HK$ Thousand) | Proportion (%) | 2024 (HK$ Thousand) | Proportion (%) | | :--- | :------------------ | :------------- | :------------------ | :------------- | | Installation Services | 367,007 | 98.04 | 383,784 | 97.28 | | Maintenance Services | 7,308 | 1.95 | 10,499 | 2.66 | | Other | 32 | 0.01 | 254 | 0.06 | | Total | 374,347 | 100.00 | 394,537 | 100.00 | Installation Services Installation service revenue decreased by 4.4% to approximately HK$367.0 million in 2025 from HK$383.8 million in 2024, primarily due to the progress of ongoing installation projects during the year - Installation service revenue decreased by approximately 4.4% to HK$367.0 million, primarily due to the gradual progress of ongoing installation projects during the year[35] Maintenance Services Maintenance service revenue decreased by 30.5% to approximately HK$7.3 million in 2025 from HK$10.5 million in 2024, mainly due to reduced revenue from maintenance and repair of property safety systems for government departments - Maintenance service revenue decreased by approximately 30.5% to HK$7.3 million, mainly due to a reduction in revenue from the maintenance and repair of property safety systems for various government departments compared to the same period last year[36] Other For the year ended April 30, 2025, other revenue remained stable at approximately HK$0.1 million, consistent with the previous year - For the year ended April 30, 2025, other revenue was approximately HK$0.1 million (2024: HK$0.1 million)[37] Cost of Sales Cost of sales decreased by 4.7% to approximately HK$348.4 million in 2025 from HK$365.5 million in 2024, primarily due to reduced subcontracting, direct labor, and material costs, consistent with the decline in revenue - Cost of sales decreased by approximately 4.7% to HK$348.4 million, primarily attributable to reduced subcontracting costs, direct labor, and material costs, consistent with the Group recognizing less revenue for the year ended April 30, 2025[38] Gross Profit and Gross Profit Margin Gross profit decreased by 10.7% to approximately HK$25.9 million in 2025 from HK$29.0 million in 2024, with the gross profit margin declining to 6.9% due to reduced revenue - Gross profit decreased by approximately 10.7% to HK$25.9 million Gross profit margin declined to 6.9%, primarily due to a reduction in revenue to approximately HK$374.3 million[39] Other Income For the year ended April 30, 2025, the Group recorded other income of approximately HK$2.4 million, a significant increase from HK$1.0 million last year, mainly due to an increase of approximately HK$1.8 million in handling fees - The Group recorded other income of approximately HK$2.4 million (2024: approximately HK$1.0 million), with this increase primarily due to an increase of approximately HK$1.8 million in handling fees for the year ended April 30, 2025[40] Reversal of Impairment Losses For the year ended April 30, 2025, the Group reversed impairment losses of approximately HK$668 thousand on trade receivables, contract assets, deposits, prepayments, and other receivables, with management deeming existing provisions sufficient - For the year ended April 30, 2025, impairment losses of approximately HK$668 thousand were reversed for trade receivables, contract assets, deposits, prepayments, and other receivables[40] - As of April 30, 2025, impairment provisions for trade receivables, contract assets, deposits, prepayments, and other receivables amounted to approximately HK$25.6 million, of which HK$20.0 million was made against one customer[40] - The Group believes that these provisions are sufficient, as most of its customers are major contractors in the industry[41] Administrative Expenses Administrative expenses increased by 1.8% to approximately HK$22.6 million in 2025 from HK$22.2 million in 2024, primarily due to higher staff costs, including directors' emoluments - Administrative expenses increased by approximately HK$0.4 million or 1.8% to HK$22.6 million, primarily due to an increase in staff costs (including directors' emoluments)[42] Other Gains and Losses For the year ended April 30, 2025, other gains and losses were zero, compared to approximately HK$2.9 million in the prior year, primarily stemming from fair value changes of financial assets at fair value through profit or loss and exchange losses - Other gains and losses were zero for the year ended April 30, 2025, compared to approximately HK$2.9 million for the year ended April 30, 2024, which arose from fair value changes of financial assets at fair value through profit or loss and exchange losses[43] Finance Costs Finance costs increased by 2.5% to approximately HK$4.1 million in 2025 from HK$4.0 million in 2024, primarily due to increased bank borrowings drawn for normal operations during the year - Finance costs increased by approximately 2.5% to HK$4.1 million, primarily attributable to increased bank borrowings drawn for normal operations during the year[44] Income Tax Expense Income tax expense decreased from approximately HK$1.6 million in 2024 to HK$0.8 million in 2025, mainly due to a reduction in net profit recorded in 2025 - Income tax expense decreased from approximately HK$1.6 million to approximately HK$0.8 million, primarily attributable to the net profit recorded for the year ended April 30, 2025[45] Profit for the Year and Total Comprehensive Income Attributable to Owners of the Company For the year ended April 30, 2025, profit for the year and total comprehensive income attributable to owners of the Company was approximately HK$0.6 million - Profit for the year and total comprehensive income attributable to owners of the Company for the year ended April 30, 2025, was approximately HK$0.6 million[46] Liquidity and Financial Resources and Treasury Policy As of April 30, 2025, the Group's current ratio slightly decreased to 2.9 times due to increased accruals and other payables, while the gearing ratio remained stable at 15.8%, with funding from equity, internal cash flow, share offerings, and bank borrowings, and close monitoring of cash flow Liquidity and Financial Ratios | Metric | April 30, 2025 | April 30, 2024 | | :--- | :------------- | :------------- | | Current Ratio | 2.9 times | 3.0 times | | Gearing Ratio | 15.8% | 20.7% | - The decrease in the current ratio was primarily due to an increase in accruals and other payables[47] - The Group generally finances its operations through a combination of owners' equity, internally generated cash flow, net proceeds from share offerings during listing and placing of the Company's shares, other reserves, and bank borrowings[48] Capital Commitments As of April 30, 2025, the Group had no capital commitments - As of April 30, 2025, the Group had no capital commitments (2024: nil)[49] Pledge of Assets and Financial Assets at Fair Value Through Profit or Loss As of April 30, 2025, the Group pledged HK$21.9 million of its bank deposits to a bank as collateral for bank facilities, with no other assets pledged - As of April 30, 2025, the Group pledged HK$21.9 million of its bank deposits to a bank as collateral to secure bank facilities granted to the Group[50] Contingent Liabilities As of April 30, 2025, banks provided performance guarantees of approximately HK$8.3 million to certain Group customers, with directors believing claims are unlikely, thus no provision for guarantees has been made - As of April 30, 2025, performance guarantees provided by banks to some of our customers amounted to approximately HK$8.3 million (2024: approximately HK$3.4 million)[51] - The Directors believe that it is improbable for the Group to be subject to claims, and therefore no provision for guarantees has been made for the aforementioned performance guarantees[51] Events After Reporting Period No significant events occurred after the reporting period up to the date of this announcement, other than those disclosed in Note 13 of this announcement - Save as disclosed in Note 13 to this announcement, there have been no significant events after the reporting period and up to the date of this announcement[52] Significant Acquisitions or Disposals of Subsidiaries, Associates, and Joint Ventures For the year ended April 30, 2025, the Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures - For the year ended April 30, 2025, the Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures[53] Capital Structure The Group's shares were transferred from GEM to the Main Board of the Stock Exchange on February 14, 2019, with no changes to its capital structure after the reporting period, comprising only bank borrowings, issued share capital, and reserves - The Group's shares were transferred from GEM to the Main Board of the Stock Exchange on February 14, 2019[54] - There have been no changes to the Group's capital structure after the reporting period and up to the date of this announcement[54] - The Group's capital comprises only bank borrowings (excluding bank balances and cash), issued share capital, and reserves[54] Material Investments As of April 30, 2025, the Group held no material investments - As of April 30, 2025, the Group held no material investments (2024: nil)[55] Future Plans for Material Investments and Capital Assets The Group currently has no future plans for material investments or capital assets - The Group currently has no future plans for material investments or capital assets[56] Foreign Currency Risk For the year ended April 30, 2025, the Group's monetary assets and transactions were primarily denominated in HKD, resulting in insignificant foreign exchange fluctuation risk and no current foreign currency hedging policy - The Group's monetary assets and transactions are primarily denominated in Hong Kong Dollars, resulting in insignificant foreign exchange fluctuation risk, and thus the Group currently has no foreign currency hedging policy[57] Employees and Remuneration Policy The Group values employee relations, providing a positive work environment, benefits, and training, with remuneration policies based on performance and reviewed regularly, including discretionary bonuses, and a Remuneration Committee overseeing executive directors' compensation to align with company goals - The Group recognizes the importance of maintaining good relationships with employees, enhancing productivity and efficiency through providing a positive work environment, benefits, and training[58] - The Group's remuneration policy is formulated based on individual employee performance, reviewed regularly, and includes discretionary bonuses[58] - The Company has established a Remuneration Committee to review the Group's remuneration policy and the overall remuneration structure for its directors and senior management, aiming to link remuneration with performance, retain, and incentivize executive directors[59] Other Information Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities for the year ended April 30, 2025 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities for the year ended April 30, 2025[60] Corporate Governance Practices The Board believes the Company complied with the code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules for the year ended April 30, 2025 - The Board believes that the Company has complied with the code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules for the year ended April 30, 2025[61] Standard Code for Securities Transactions by Directors of Listed Issuers The Company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance for the year ended April 30, 2025 - The Company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as the code of conduct governing securities transactions by all Directors of the Company[62] - Following specific enquiries with all Directors, all Directors confirmed that they have complied with the required standards for dealings as set out in the Standard Code for the year ended April 30, 2025[62] Dividends The Directors do not recommend the payment of a final dividend for the year ended April 30, 2025 (2024: nil) - The Directors do not recommend the payment of a final dividend for the year ended April 30, 2025 (2024: nil)[63] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of April 30, 2025, Mr Li held an interest in 14,390,000 ordinary shares, representing approximately 8.33% of the Company's issued share capital, with no other disclosable interests or short positions by directors or their associates - As of April 30, 2025, Mr Li held an interest in 14,390,000 ordinary shares of the Company, representing approximately 8.33% of the Company's total issued share capital[64] - Save as disclosed above, as of April 30, 2025, none of the Directors or their respective associates had any other interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations required to be disclosed under Part XV of the Securities and Futures Ordinance, Section 352, or the Standard Code[65] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of April 30, 2025, no person (other than the Company's directors or chief executive) had informed the Company of any disclosable interests or short positions in its shares and underlying shares under the SFO - As of April 30, 2025, no person (other than the Company's Directors or chief executive) had informed the Company of any interests or short positions in the Company's shares and underlying shares that were required to be disclosed to the Company under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or recorded in the register maintained by the Company under Section 336 of the Securities and Futures Ordinance[66] Competing Interests No director, controlling shareholder, or their close associates held any interests in businesses that compete or may compete with the Group's business - No director, controlling shareholder of the Company, or their respective close associates held any interests in businesses that compete or may compete with the Group's business[67] Directors' Interests in Transactions, Arrangements or Contracts Neither the Company nor any of its holding companies, subsidiaries, or fellow subsidiaries entered into any material transactions, arrangements, or contracts in which a director or a director's connected entity had a material interest, and which remained in effect at any time during the year ended April 30, 2025 - Neither the Company nor any of its holding companies, subsidiaries, or fellow subsidiaries entered into any material transactions, arrangements, or contracts in which a director or a director's connected entity had a material interest, and which remained in effect at any time during the year ended April 30, 2025 or as of April 30, 2025[68] Share Option Scheme The Company conditionally adopted a share option scheme on March 27, 2017, which remained effective after its transfer to the Main Board, with no options granted, exercised, cancelled, or lapsed, and no outstanding options for the year ended April 30, 2025 - The Company conditionally adopted a share option scheme on March 27, 2017, which remained effective after its transfer to the Main Board[69] - For the year ended April 30, 2025, no share options were granted, exercised, cancelled, or lapsed, and there were no outstanding share options under the share option scheme[69] Closure of Register of Members The Company will close its register of members from October 17 to October 24, 2025, to determine shareholders eligible to attend and vote at the Annual General Meeting - The Company's register of members will be closed from Friday, October 17, 2025, to Friday, October 24, 2025 (both dates inclusive)[70] - Shareholders whose names appear on the Company's register of members on Friday, October 24, 2025, will be entitled to attend and vote at the Company's Annual General Meeting[70] Audit Committee The Audit Committee, established on March 27, 2017, with terms of reference compliant with Listing Rules and Corporate Governance Code, comprises three independent non-executive directors chaired by Ms Mak Suet Man, providing independent advice on financial reporting, internal control, and risk management, and has reviewed the Group's consolidated results for the year ended April 30, 2025 - The Company established an Audit Committee on March 27, 2017, with terms of reference compliant with the Listing Rules and the Corporate Governance Code set out in Appendix C1 of the Listing Rules[71] - The Audit Committee comprises three independent non-executive directors, with Ms Mak Suet Man as the chairperson[71] - The Audit Committee has reviewed the Group's consolidated results for the year ended April 30, 2025[71] Scope of Work of Gallant CPA Limited The figures in this annual results announcement's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes have been agreed by the Company's auditor, Gallant CPA Limited, with the audited consolidated financial statements for the year, but their work does not constitute an assurance engagement - The figures in the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for the Group for the year ended April 30, 2025, as presented in this annual results announcement, have been agreed by the Company's auditor, Gallant CPA Limited, with the amounts set out in the Group's audited consolidated financial statements for the year[72] - The work performed by Gallant CPA Limited in this regard does not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements, or Hong Kong Standards on Assurance Engagements issued by the HKICPA, and consequently, Gallant CPA Limited has not expressed an assurance opinion on this annual results announcement[72] Publication of Annual Results and Annual Report This announcement has been published on the HKEX and Company websites, and the Company's annual report for the year ended April 30, 2025, will be published and dispatched to shareholders in due course - This announcement is published on the HKEX website (www.hkex.com.hk) and the Company's website (www.windmill.hk)[73](index=73&type=chunk) - The Company's annual report for the year ended April 30, 2025, containing all information required by the Listing Rules, will be published on the Company's and HKEX websites and dispatched to the Company's shareholders in due course[73] Composition of the Board of Directors As of the date of this announcement, the Board comprises three executive directors (Mr Li Chun Hang, Mr Li Shing Kuen, and Ms Chow Ngai Mo) and three independent non-executive directors (Mr Li Ka Chun, Mr Fu Wing Kwok, and Mr Ghanshyam Adhikari) - As of the date of this announcement, the executive directors are Mr Li Chun Hang, Mr Li Shing Kuen, and Ms Chow Ngai Mo; the independent non-executive directors are Mr Li Ka Chun, Mr Fu Wing Kwok, and Mr Ghanshyam Adhikari[75]