Financial Performance - For the year ended March 31, 2023, the Group recorded total revenue of approximately HK$237.2 million, a decrease of approximately 13.9% compared to HK$275.6 million for the year ended March 31, 2022[20]. - The Group reported a net loss of approximately HK$11.6 million for the year ended March 31, 2023, an improvement from a net loss of approximately HK$36.4 million for the previous year[20]. - The decrease in net loss was attributed to an increase in gross profit and gross profit margin for the year ended March 31, 2023[20]. - The gross profit for the year ended 31 March 2023 was approximately HK$1.5 million, turning a loss of approximately HK$23.9 million from the previous year into profit[51]. - The gross profit margin for the year ended 31 March 2023 was approximately 0.6%, compared to a gross loss margin of approximately 8.7% for the previous year[51]. - Other income and gain increased by approximately HK$57,000 to approximately HK$64,000 for the year ended March 31, 2023, mainly due to increased bank interest income[56]. - Administrative and other operating expenses increased by approximately HK$1.0 million or 8.0% to approximately HK$13.3 million for the year ended March 31, 2023[57]. - Finance costs decreased by 73.3% to approximately HK$4,000 for the year ended March 31, 2023 from approximately HK$15,000 for the previous year[58]. - The Group recorded a loss attributed to owners of the Company of approximately HK$11.6 million for the year ended March 31, 2023, a decrease from approximately HK$36.4 million in the previous year[59]. - The Directors do not recommend the payment of a final dividend for the year ended 31 March 2023[60]. Impact of COVID-19 - The ongoing COVID-19 pandemic has significantly impacted the Hong Kong economy and construction industry, affecting cash flows and operational efficiencies[21]. - The Group has incurred additional costs for safe management measures on site due to COVID-19, including safe distancing and regular swab tests[21]. - The construction industry in Hong Kong remains challenging due to COVID-19-related restrictions, impacting cash flows and project timelines[36]. - The Directors believe that the relief of government policies related to COVID-19 and the reopening of borders will positively impact the Group[21]. Strategic Plans and Future Outlook - The Group plans to adopt a more prudent approach in project selection, focusing on tenders from well-established contractors and business partners[22]. - The Group aims to enhance operating efficiency and profitability while expanding its fleet of machinery and equipment to improve technical capabilities for future project bids[28]. - The Group is exploring business opportunities beyond the Hong Kong market to strengthen revenue bases and enhance future development[29]. - The Group expects that diversification of its business will provide better returns to shareholders[31]. - The Board believes that the Group's business strategy and industry expertise can generate greater value for shareholders and investors[30]. - The Group will continue to monitor market conditions closely and respond to changes to maintain its market share in the wet trades works industry[37]. Corporate Governance - The company has adopted the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules, ensuring compliance during the year ended March 31, 2023[159]. - All Directors confirmed compliance with the Required Standard of Dealing for securities transactions, with no events of non-compliance reported during the year ended March 31, 2023[160]. - The Board is responsible for overseeing the company's strategies, business performance, financial performance, internal controls, and risk management systems[161]. - Liability insurance for Directors and senior management officers is maintained to cover legal liabilities arising from their duties[162]. - The company emphasizes the importance of good corporate governance practices to enhance shareholder value and promote accountability[158]. - The company has a commitment to high standards of corporate governance to protect and promote the interests of all shareholders[159]. - The company has a quality Board and sound internal controls as part of its corporate governance principles[158]. - The company has a dedicated Audit Committee and Remuneration Committee to ensure independent judgment on strategy and performance[143]. - The company has a diverse board with members holding various professional qualifications in accounting and governance[152]. - The Board consists of seven Directors, including three independent non-executive Directors, promoting critical review and control of the management process[190]. - The independent non-executive Directors represent more than one-third of the Board, ensuring compliance with GEM Listing Rules[175]. - The Company has adopted a Board Diversity Policy to enhance the quality of its performance through diverse perspectives[177]. - The Board Diversity Policy considers factors such as gender, age, experience, and educational background when determining Board composition[180]. - The Company has received annual confirmations of independence from all independent non-executive Directors, affirming their impartiality[176]. - The Board is responsible for overseeing the Company's overall strategy and business performance, including financial performance and risk management[166]. - The Company has purchased liability insurance for Directors and senior management to cover potential legal liabilities incurred during their duties[167]. - The Nomination Committee will disclose the Board composition annually and monitor the implementation of the Board Diversity Policy[187]. - The Board has a clear delegation of daily operations and business management to executive Directors and senior executives[168]. - The Company has established measurable objectives for Board diversity, focusing on a range of diversity perspectives[186]. - The Board consists of seven directors, including one female non-executive director and three independent non-executive directors to enhance management oversight and control[195]. - The Nomination Committee will review the effectiveness of the board diversity policy and propose any necessary amendments for board approval[193]. - The summary of the board diversity policy and measurable targets will be disclosed in the company's annual corporate governance report[194]. Capital and Financial Position - As at 31 March 2023, the total issued share capital of the Company was HK$12,564,000 divided into 251,280,000 ordinary shares[68]. - The Company raised net proceeds of approximately HK$10.3 million from the placing of 41,880,000 shares in July 2022 for general working capital[70]. - As of March 31, 2023, approximately HK$8.8 million of the net proceeds from the Rights Issue had been utilized, with remaining unutilized net proceeds expected to be used by December 31, 2023[83][86]. - The Group had cash and cash equivalents of approximately HK$42.0 million as of March 31, 2023, an increase from HK$39.3 million in 2022[84][87]. - Total capital expenditure for the year ended March 31, 2023, was approximately HK$0.3 million, used for the purchase of plant and equipment[96][104]. - The gearing ratio for the Group as of March 31, 2023, was nil, indicating no bank borrowings[90][98]. - The total staff costs for the year ended March 31, 2023, were approximately HK$21.5 million, slightly down from HK$21.6 million in 2022[109][115]. - The Group did not have any significant investments, material acquisitions, or disposals during the year ended March 31, 2023[92][100]. - The Group's primary uses of cash and cash equivalents are expected to continue to be operating costs and capital expenditure[85][87]. - A placing agreement was entered into on June 2, 2023, for the issuance of convertible bonds amounting to up to approximately HK$65.0 million[111][117]. - The gross proceeds from the placing will be used for the up-front cost of newly awarded wet-trade works and for general working capital[112][118]. - As of March 31, 2023, the Group had no material contingent liabilities or capital commitments[97][107].
怡康泰工程集团(08445) - 2023 - 年度财报