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1、1Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in relia
2、nce upon the whole or any part of the contents of this announcement.WMHW Holdings Limited萬 民 好 物 控 股 有 限 公 司(Incorporated in the Cayman Islands with limited liability)(Stock code:8217)ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 MARCH 2025CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KON
3、G LIMITED(THE“STOCK EXCHANGE”)GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange.Prospective investors should be aware of the potential risks of investing in such companies and shou
4、ld make the decision to invest only after due and careful consideration.The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.Given the emerging nature of companies listed on GEM,there is a risk that securitie
5、s traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.This announcement,for which the directors(the“Directors”)of WMHW Holdings Limi
6、ted(the“Company”)collectively and individually accept full responsibility,includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange(the“GEM Listing Rules”)for the purpose of giving information with regard to the Company.The Directors,hav
7、ing made all reasonable enquiries,confirm that,to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement here
8、in or this announcement misleading.2ANNUAL RESULTSThe board(the“Board”)of directors(the“Directors”)is pleased to announce the audited consolidated financial statements of the Company and its subsidiaries(collectively referred to as the“Group”)for the year ended 31 March 2025(the“Reporting Period”)to
9、gether with the comparative audited figures for the year ended 31 March 2024.The financial information has been approved by the Board.CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor the year ended 31 March 202520252024NotesHK$000HK$000Revenue336,20235,141Cost of services p
10、rovided(35,220)(33,261)Gross profit9821,880Other income1,3921,188Other gains/(losses),net55,349(13,287)Impairment losses(recognised)/reversed under expected credit loss model,net6(3,549)1,073Administrative and other operating expenses(9,353)(7,567)Loss from operations(5,179)(16,713)Finance costs(720
11、)(720)Loss before tax7(5,899)(17,433)Income tax expenses8Loss and total comprehensive expense for the year attributable to owners of the Company(5,899)(17,433)HK centsHK centsLoss per share10Basic and diluted(1.95)(5.78)3CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 March 202520252024NotesHK$
12、000HK$000ASSETS AND LIABILITIESNon-current assetsProperty,plant and equipment163243Current assetsContract assets13,55814,680Contract costs2,2212,221Trade and other receivables1134,25137,695Financial assets at fair value through profit or loss28,05922,710Cash and bank balances2,1134,00580,20281,311Cu
13、rrent liabilitiesContract liabilities1,5171,517Trade and other payables1236,73932,029Amount due to a former shareholder2,2642,264Bond payables12,00012,000Tax payables62762753,14748,437Net current assets27,05532,874Net assets27,21833,117CAPITAL AND RESERVESShare capital1348,29848,298Reserves(21,080)(
14、15,181)Total equity27,21833,1174NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the year ended 31 March 20251.GENERAL INFORMATIONWMHW Holdings Limited(the“Company”)was incorporated in the Cayman Islands as an exempted company with limited liability on 16 October 2015 and its shares are listed on G
15、EM of The Stock Exchange of Hong Kong Limited(the“Stock Exchange”).In the opinion of the directors of the Company,the Company has no immediate and ultimate holding company or ultimate controlling party.The addresses of the Companys registered office and principal place of business are set out in“Cor
16、poration Information”section of the annual report.The Company is an investment holding company,and its subsidiaries(collectively referred to as the“Group”)are principally engaged in the provision of construction works and investment holding.The consolidated financial statements are presented in Hong
17、 Kong dollar(“HK$”),which is also the functional currency of the Company and all values are rounded to nearest thousands of units of HK$(“HK$000”),unless otherwise stated.2.SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATIONBasis of preparationThe consolidated financial statements have been prepared i
18、n accordance with the HKFRS Accounting Standards which includes all Hong Kong Financial Reporting Standards(“HKFRS”),Hong Kong Accounting Standards(“HKAS”),and HK(IFRIC)Interpretations,HK Interpretations and HK(SIC)Interpretations(collectively referred to as“Interpretations”),issued by the HKICPA.In
19、 addition,the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on GEM of the Stock Exchange(the“GEM Listing Rules”)and by the Hong Kong Companies Ordinance.The consolidated financial statements have been prepared on the histor
20、ical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period as explained in the accounting policies set out below.Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.Fair
21、value is 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,regardless of whether that price is directly observable or estimated using another valuation technique.In estimating the fair value
22、 of an asset or a liability,the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.Fair value for measurement and/or disclosure purposes in these conso
23、lidated financial statements is determined on such a basis,except for share-based payment transactions that are within the scope of HKFRS 2 Share-based Payment,leasing transactions that are accounted for in accordance with HKFRS 16,and measurements that have some similarities to fair value but are n
24、ot fair value,such as net realisable value in HKAS 2 Inventories or value in use in HKAS 36 Impairment of Assets.In addition,for financial reporting purposes,fair value measurements are categorised into Level 1,2 or 3 based on the degree to which the inputs to the fair value measurements are observa
25、ble and the significance of the inputs to the fair value measurement in its entirety,which are described as follows:Level 1 inputs are quoted prices(unadjusted)in active markets for identical assets or liabilities that the entity can access at the measurement date;5 Level 2 inputs are inputs,other t
26、han quoted prices included within Level 1,that are observable for the asset or liability,either directly or indirectly;and Level 3 inputs are unobservable inputs for the asset or liability.Basis of consolidationThe consolidated financial statements incorporate the financial statements of the Company
27、 and entities controlled by the Company and its subsidiaries.Control is achieved when the Company:has power over the investee;is exposed,or has rights,to variable returns from its involvement with the investee;and has the ability to use its power to affect its returns.The Group reassesses whether or
28、 not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.Speci
29、fically,income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.All intragroup assets a
30、nd liabilities,equity,income,expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.When necessary,adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Groups accounting p
31、olicies.Revenue from contracts with customersThe Group recognises revenue when(or as)a performance obligation is satisfied,i.e.when“control”of the services underlying the particular performance obligation is transferred to the customer.A performance obligation represents a service(or a bundle of ser
32、vices)that is distinct or a series of distinct services that are substantially the same.Control is transferred over time and revenue is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:the c
33、ustomer simultaneously receives and consumes the benefits provided by the Groups performance as the Group performs;the Groups performance creates or enhances an asset that the customer controls as the Group performs;or the Groups performance does not create an asset with an alternative use to the Gr
34、oup and the Group has an enforceable right to payment for performance completed to date.Otherwise,revenue is recognised at a point in time when the customer obtains control of the distinct service.6A contract asset represents the Groups right to consideration in exchange for services that the Group
35、has transferred to a customer that is not yet unconditional.It is assessed for impairment in accordance with HKFRS 9.In contrast,a receivable represents the Groups unconditional right to consideration,i.e.only the passage of time is required before payment of that consideration is due.A contract lia
36、bility represents the Groups obligation to transfer services to a customer for which the Group has received consideration(or an amount of consideration is due)from the customer.A contract asset and a contract liability relating to the same contract are accounted for and presented on a net basis.Cont
37、racts with multiple performance obligations(including allocation of transaction price)For contracts that contain more than one performance obligations,the Group allocates the transaction price to each performance obligation on a relative stand-alone selling price basis.The stand-alone selling price
38、of the distinct service underlying each performance obligation is determined at contract inception.It represents the price at which the Group would sell a promised service separately to a customer.If a stand-alone selling price is not directly observable,the Group estimates it using appropriate tech
39、niques such that the transaction price ultimately allocated to any performance obligation reflects the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised services to the customer.Over time revenue recognition:measurement of progress towards co
40、mplete satisfaction of a performance obligationOutput methodThe progress towards complete satisfaction of a performance obligation is measured based on output method,which is to recognise revenue on the basis of direct measurements of the value of the services transferred to the customer to date rel
41、ative to the remaining services promised under the contract,that best depict the Groups performance in transferring control of services.Contract costsCosts to fulfil a contractThe Group incurs costs to fulfil a contract in its construction contract.The Group first assesses whether these costs qualif
42、y for recognition as an asset in terms of other relevant standards,failing which it recognises an asset for these costs only if they meet all of the following criteria:(a)the costs relate directly to a contract or to an anticipated contract that the Group can specifically identify;(b)the costs gener
43、ate or enhance resources of the Group that will be used in satisfying(or in continuing to satisfy)performance obligations in the future;and(c)the costs are expected to be recovered.The asset so recognised is subsequently amortised to profit or loss on a systematic basis that is consistent with the t
44、ransfer to the customer of the services to which the assets relate.The asset is subject to impairment review.7Employee benefitsRetirement benefit obligationsPayments to the Mandatory Provident Fund Scheme(the“MPF Scheme”)are recognised as an expense when employees have rendered service entitling the
45、m to the contributions.The Group operates a MPF Scheme under the Hong Kong Mandatory Provident Fund Schemes Ordinance for those employees employed under the jurisdiction of the Hong Kong Employment Ordinance.The MPF Scheme is a defined contribution scheme,the assets of which are held in separate tru
46、stee-administered funds.Under the MPF Scheme,the employer and its employees are each required to make contributions to the scheme at 5%of the employees relevant income,with the employers contributions subject to a cap of monthly relevant income of HK$30,000.The Groups contributions to the scheme are
47、 expensed as incurred and vested in accordance with the schemes vesting scales.Where employees leave the scheme prior to the full vesting of the employers contributions,the amount of forfeited contributions is used to reduce the contributions payable by the Group.Short-term and other long-term emplo
48、yee benefitsShort-term employee benefits are recognised at the undiscounted amount of the benefits expected to be paid as and when employees rendered the services.All short-term employee benefits are recognised as an expense unless another HKFRS requires or permits the inclusion of the benefit in th
49、e cost of an asset.Certain of the Groups employees have completed the required number of years of service to the Group in order to be eligible for long service payment under the Hong Kong Employment Ordinance in the event of the termination of their employment.The Group is liable to make such paymen
50、t in the event that such a termination of employment meets the circumstances specified in the Hong Kong Employment Ordinance.A liability is recognised for benefits accruing to employees(such as wages and salaries,annual leave and sick leave)after deducting any amount already paid.Share-based payment
51、sEquity-settled share-based payment transactionsShare options granted to employeesEquity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.For share options that vest immediately at the date of g
52、rant,the fair value of the share options granted is expensed immediately to profit or loss.When share options are exercised,the amount previously recognised in share-based payment reserve will be transferred to share premium.When the share options are forfeited after the vesting date or are still no
53、t exercised at the expiry date,the amount previously recognised in share-based payment reserve will be transferred to accumulated losses.8Share options granted to non-employeesEquity-settled share-based payment transactions with parties other than employees are measured at the fair value of the good
54、s or services received,except where that fair value cannot be estimated reliably,in which case they are measured at the fair value of the equity instruments granted,measured at the date the entity obtains the goods or the counterparty renders the service.The fair values of the goods or services rece
55、ived are recognised as expenses(unless the goods or services qualify for recognition as assets).Income tax expenseIncome tax expense represents the sum of the tax currently payable and deferred tax.The tax currently payable is based on taxable profit for the year.Taxable profit differs from“loss bef
56、ore tax”as reported in the consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.The Groups liability for current tax is calculated using tax rates tha
57、t have been enacted or substantively enacted by the end of the reporting period.Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profi
58、t.Deferred tax liabilities are generally recognised for all taxable temporary differences.Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary difference
59、s can be utilised or when there are sufficient deferred tax liabilities,which are expected to reverse in the same period as the deferred tax asset is expected to reverse.Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of ass
60、ets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit and does not give rise to equal taxable and deductible timing differences.The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that i
61、t is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised,based on tax
62、rates(and tax laws)that have been enacted or substantively enacted by the end of the reporting period.The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow the manner in which the Group expects,at the end of the reporting period,to recover or settle t
63、he carrying amount of its assets and liabilities.Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authorit
64、y.Current and deferred tax are recognised in profit or loss.Property,plant and equipmentProperty,plant and equipment are tangible assets that are held for use in production or supply of goods or services,or for administrative purposes.Property,plant and equipment are stated in the consolidated state
65、ment of financial position at cost less subsequent accumulated depreciation and subsequent accumulated impairment losses,if any.9When the Group makes payments for ownership interests of properties which includes both leasehold land and building elements,the entire consideration is allocated between
66、the leasehold land and the building elements in proportion to the relative fair values at initial recognition.To the extent the allocation of the relevant payments can be made reliably,interest in leasehold land is presented as“right-of-use assets”in the consolidated statement of financial position.
67、When the consideration cannot be allocated reliably between non-lease building element and undivided interest in the underlying leasehold land,the entire properties are classified as property,plant and equipment.Depreciation is recognised so as to write off the cost of assets less their residual val
68、ues over their estimated useful lives,using the straight-line method.The estimated useful lives,residual values and depreciation method are reviewed at the end of each reporting period,with the effect of any changes in estimate accounted for on a prospective basis.The principal annual rates used for
69、 this purpose are as follows:Land and building5%Site equipment10%An item of property,plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.Any gain or loss arising on the disposal or retirement of an item of pr
70、operty,plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.Impairment on property,plant and equipmentAt the end of the reporting period,the Group reviews the carrying amounts of its property,plant and
71、 equipment to determine whether there is any indication that these assets have suffered an impairment loss.If any such indication exists,the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss(if any).The recoverable amount of property,plant
72、and equipment are estimated individually.When it is not possible to estimate the recoverable amount individually,the Group estimates the recoverable amount of the cash-generating unit(the“CGU”)to which the asset belongs.In testing a CGU for impairment,corporate assets are allocated to the relevant C
73、GU when a reasonable and consistent basis of allocation can be established,or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be established.The recoverable amount is determined for the CGU or group of CGUs to which the corporate
74、asset belongs,and is compared with the carrying amount of the relevant CGU or group of CGUs.Recoverable amount is the higher of fair value less costs of disposal and value in use.In assessing value in use,the estimated future cash flows are discounted to their present value using a pre-tax discount
75、rate that reflects current market assessments of the time value of money and the risks specific to the asset(or a CGU)for which the estimates of future cash flows have not been adjusted.If the recoverable amount of an asset(or a CGU)is estimated to be less than its carrying amount,the carrying amoun
76、t of the asset(or a CGU)is reduced to its recoverable amount.For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a CGU,the Group compares the carrying amount of a group of CGUs,including the carrying amounts of the unallocated corpora
77、te assets or portion of the unallocated corporate assets,with the recoverable amount of the group of CGUs.In allocating the impairment loss,the impairment loss is allocated to reduce the assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of CGUs.The carryi
78、ng amount of an asset is not reduced below the highest of its fair value less costs of disposal(if measurable),its value in use(if determinable)and zero.An impairment loss is recognised immediately in profit or loss.10Where an impairment loss subsequently reverses,the carrying amount of the asset(or
79、 CGU or a group of CGUs)is increased to the revised estimate of its recoverable amount,but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset(or a CGU or a group of CGUs)in prior years.A rever
80、sal of an impairment loss is recognised immediately in profit or loss.Cash and cash equivalentsCash and cash equivalents presented on the consolidated statement of financial position include:(a)cash,which comprises of cash on hand and demand deposits,excluding bank balances that are subject to regul
81、atory restrictions that result in such balances no longer meeting the definition of cash;and(b)cash equivalents,which comprises of short-term(generally with original maturity of three months or less),highly liquid investments that are readily convertible to a known amount of cash and which are subje
82、ct to an insignificant risk of changes in value.Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.For the purposes of the consolidated statement of cash flows,cash and cash equivalents consist of cash and cash equivalents as
83、 defined above.ProvisionsProvisions are recognised when the Group has a present obligation(legal or constructive)as a result of a past event,it is probable that the Group will be required to settle the obligation,and a reliable estimate can be made of the amount of the obligation.The amount recognis
84、ed as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period,taking into account the risks and uncertainties surrounding the obligation.When a provision is measured using the cash flows estimated to settle the present obliga
85、tion,its carrying amount is the present value of those cash flows(when the effect of the time value of money is material).Financial instrumentsFinancial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instrument.All regular way
86、 purchases or sales of financial assets are recognised and derecognised on a settlement date basis.Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.Financial ass
87、ets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with HKFRS 15.Transaction costs that are directly attributable to the acquisition or issue of financial assets and financia
88、l liabilities(other than financial assets at fair value through profit or loss(“FVTPL”)are added to or deducted from the fair value of the financial assets or financial liabilities,as appropriate,on initial recognition.Transaction costs directly attributable to the acquisition of financial assets at
89、 FVTPL are recognised immediately in profit or loss.11Financial assetsClassification and subsequent measurement of financial assetsFinancial assets that meet the following conditions are subsequently measured at amortised cost:the financial asset is held within a business model whose objective is to
90、 collect contractual cash flows;and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.All other financial assets are subsequently measured at FVTPL.The effective interest method is a method of calcu
91、lating the amortised cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period.The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments(including all fees and points paid or recei
92、ved that form an integral part of the effective interest rate,transaction costs and other premiums or discounts)through the expected life of the financial asset or financial liability,or,where appropriate,a shorter period,to the net carrying amount on initial recognition.A financial asset is classif
93、ied and measured at FVTPL when it is held for trading.A financial asset is held for trading if:it has been acquired principally for the purpose of selling in the near term;or on initial recognition it is a part of a portfolio of identified financial instruments that the Group manages together and ha
94、s a recent actual pattern of short-term profit-taking;or it is a derivative that is not designated and effective as a hedging instrument.In addition,the Group may irrevocably designate a financial asset that is required to be measured at the amortised cost or FVTOCI as measured at FVTPL if doing so
95、eliminates or significantly reduces an accounting mismatch.(i)Amortised cost and interest incomeInterest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost.Interest income is calculated by applying the effective interest rate to the
96、gross carrying amount of a financial asset,except for financial assets that have subsequently become credit-impaired.For financial assets that have subsequently become credit-impaired,interest income is recognised by applying the effective interest rate to the net carrying amount of the financial as
97、set from the next reporting period.If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired,interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset from the begin
98、ning of the reporting period following the determination that the asset is no longer credit-impaired.(ii)Financial assets at FVTPLFinancial assets that do not meet the criteria for being measured at amortised cost or FVTOCI or designated as FVTOCI are measured at FVTPL.12Financial assets at FVTPL ar
99、e measured at fair value at the end of each reporting period,with any fair value gains or losses recognised in profit or loss.The net gain or loss recognised in profit or loss excludes any dividend or interest earned on the financial asset and is included in the“other gains or losses,net”line item.I
100、mpairment of financial assets and other item subject to impairment assessment under HKFRS 9The Group performs impairment assessment under expected credit loss(“ECL”)model on financial assets(including trade and other receivables(excluded prepayment)and bank balances)and contract assets which are sub
101、ject to impairment under HKFRS 9.The amount of ECL is updated at the end of each reporting period to reflect changes in credit risk since initial recognition.Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument.In contras
102、t,12 month(“12m”)ECL represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the end of the reporting period.Assessment are done based on the Groups historical credit loss experience,adjusted for factors that are specific to the
103、debtors,general economic conditions and an assessment of both the current conditions at the end of the reporting period as well as the forecast of future conditions.The Group always recognises lifetime ECL for trade receivables and contract assets without significant financing component.For all othe
104、r instruments,the Group measures the loss allowance equal to 12m ECL,unless when there has been a significant increase in credit risk since initial recognition,the Group recognises lifetime ECL.The assessment of whether lifetime ECL should be recognised is based on significant increases in the likel
105、ihood or risk of a default occurring since initial recognition.(i)Significant increase in credit riskIn assessing whether the credit risk has increased significantly since initial recognition,the Group compares the risk of a default occurring on the financial instrument as at the end of the reportin
106、g period with the risk of a default occurring on the financial instrument as at the date of initial recognition.In making this assessment,the Group considers both quantitative and qualitative information that is reasonable and supportable,including historical experience and forward-looking informati
107、on that is available without undue cost or effort.In particular,the following information is taken into account when assessing whether credit risk has increased significantly:an actual or expected significant deterioration in the financial instruments external(if available)or internal credit rating;
108、significant deterioration in external market indicators of credit risk,e.g.a significant increase in the credit spread,the credit default swap prices for the debtor;existing or forecast adverse changes in business,financial or economic conditions that are expected to cause a significant decrease in
109、the debtors ability to meet its debt obligations;an actual or expected significant deterioration in the operating results of the debtor;an actual or expected significant adverse change in the regulatory,economic,or technological environment of the debtor that results in a significant decrease in the
110、 debtors ability to meet its debt obligations.13Irrespective of the outcome of the above assessment,the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 45 days past due,unless the Group has reasonable and supportable i
111、nformation that demonstrates otherwise.The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit ri
112、sk before the amount becomes past due.(ii)Definition of defaultFor internal credit risk management,the Group considers an event of default occurs when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors,including the Group,in
113、full(without taking into account any collaterals held by the Group).Irrespective of the above,the Group considers that default has occurred when a financial asset is more than 1 year past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default crite
114、rion is more appropriate.(iii)Credit-impaired financial assetsA financial asset is credit-impaired when one or more events of default that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.Evidence that a financial asset is credit-impaired includes ob
115、servable data about the following events:(a)significant financial difficulty of the issuer or the borrower;(b)a breach of contract,such as a default or past due event;(c)the lender(s)of the borrower,for economic or contractual reasons relating to the borrowers financial difficulty,having granted to
116、the borrower a concession(s)that the lender(s)would not otherwise consider;(d)it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;or(e)the disappearance of an active market for that financial asset because of financial difficulties.(iv)Write-off policyTh
117、e Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery,for example,when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings,or in the ca
118、se of trade receivables,when the amounts are over 2 years past due,whichever occurs sooner.Financial assets written off may still be subject to enforcement activities under the Groups recovery procedures,taking into account legal advice where appropriate.A write-off constitutes a derecognition event
119、.Any subsequent recoveries are recognised in profit or loss.14(v)Measurement and recognition of ECLThe measurement of ECL is a function of the probability of default,loss given default(i.e.the magnitude of the loss if there is a default)and the exposure at default.The assessment of the probability o
120、f default and loss given default is based on historical data adjusted by forward-looking information.Estimation of ECL reflects an unbiased and probability-weighted amount that is determined with the respective risks of default occurring as the weights.The Group uses a practical expedient in estimat
121、ing ECL on trade receivables and contract assets using a provision matrix taking into consideration historical credit loss experience and forward-looking information that is available without undue cost or effort.Generally,the ECL is the difference between all contractual cash flows that are due to
122、the Group in accordance with the contract and the cash flows that the Group expects to receive,discounted at the effective interest rate determined at initial recognition.Lifetime ECL for certain trade receivables and contract assets are considered on a collective basis taking into consideration pas
123、t due information and relevant credit information such as forward-looking macroeconomic information.For collective assessment,the Group takes into consideration the following characteristics when formulating the grouping:Past-due status;Nature,size and industry of debtors;and External credit rating
124、where available.The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics.Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired,in whi
125、ch case interest income is calculated based on net carrying amount of the financial asset.The Group recognises an impairment or reversal of impairment loss in profit or loss for all financial instruments by adjusting their carrying amount,with the exception of trade receivables and contract assets w
126、here the corresponding adjustment is recognised through a loss allowance account.Derecognition of financial assetsThe Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire,or when it transfers the financial asset and substantially all the risks
127、 and rewards of ownership of the asset to another entity.On derecognition of a financial asset measured at amortised cost,the difference between the assets carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.Financial liabilities and equityClassif
128、ication as debt or equityDebt and equity instruments are classified either as financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.15Equity instrumentsAn equity instrument is any cont
129、ract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.Equity instruments issued by the Group are recognised at the proceeds received,net of direct issue costs.Financial liabilities at amortised costFinancial liabilities(including trade and other pa
130、yables(excluded accrued staff costs and provision for long services payment),amount due to a former shareholder and bond payables)are subsequently measured at amortised cost,using the effective interest method.Derecognition of financial liabilitiesThe Group derecognises financial liabilities when,an
131、d only when,the Groups obligations are discharged,cancelled or have expired.The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.Government grantsGovernment grants are not recognised until there is r
132、easonable assurance that the Group will comply with the conditions attaching to them and the grants will be received.Government grants relate to income that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group wi
133、th no future related costs are recognised in profit or loss in the period in which they become receivable.Such grants are presented under“other income”.Contingent liabilities and contingent assetsContingent assetsContingent assets arise from unplanned or other unexpected events that give rise to the
134、 possibility of an inflow of economic benefits to the Group and they are not recognised in the consolidated financial statements.The Group assesses continually the development of contingent assets.If it has become virtually certain that an inflow of economic benefits will arise,the Group recognises
135、the asset and the related income in the consolidated financial statements during the reporting period in which the change occurs.Contingent liabilitiesA contingent liability is a present obligation arising from past events but is not recognised because it is not probable that an outflow of resources
136、 embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.Where the Group is jointly and severally liable for an obligation,the part of the obligation that is expected to be met by other parties is treated as
137、 a contingent liability and it is not recognised in the consolidated financial statements.The Group assesses continually to determine whether an outflow of resources embodying economic benefits has become probable.If it becomes probable that an outflow of future economic benefits will be required fo
138、r an item previously dealt with as a contingent liability,a provision is recognised in the consolidated financial statements in the year in which the change in probability occurs,except in the extremely rare circumstances where no reliable estimate can be made.16Segment reportingOperating segments,a
139、nd the amounts of each segment item reported in the consolidated financial statements,are identified from the financial information provided regularly to the Groups most senior executive management for the purposes of allocating resources to,and assessing the performance of,the Groups various lines
140、of business and geographical locations.Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services and the methods used to distribute the produ
141、cts or provide the services.Operating segments which are not individually material may be aggregated if they share a majority of these criteria.Related partyA person or an entity is considered to be related to the Group as follows:(a)A person,or a close member of that persons family,is related to th
142、e Group if that person:(i)has control or joint control over the Group;(ii)has significant influence over the Group;or(iii)is a member of the key management personnel of the Group or the Groups parent.(b)An entity is related to the Group if any of the following conditions applies:(i)The entity and th
143、e Group are members of the same group(which means that each parent,subsidiary and fellow subsidiary is related to the others).(ii)One entity is an associate or joint venture of the other entity(or an associate or joint venture of a member of a group of which the other entity is a member).(iii)Both e
144、ntities are joint ventures of the same third party.(iv)One entity is a joint venture of a third entity and the other entity is an associate of the third party.(v)The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group.(vi)The en
145、tity is controlled or jointly controlled by a person identified in(a).(vii)A person identified in(a)(i)has significant influence over the entity or is a member of the key management personnel of the entity(or of a parent of the entity).(viii)The entity,or any member of the Group of which it is a par
146、t,provides key management personnel services to the Group or to the Groups parent.Close members of the family of a person are those family members who may be expected to influence,or be influenced by,that person in their dealings with the entity.A related party transaction is a transfer of resources
147、,services or obligation between the Group and a related party,regardless of whether a price is charged.173.REVENUERevenue represents the consideration received and receivable from the provision of civil engineering works and provision of decoration and renovation works.Disaggregation of revenue from
148、 contracts with customers20252024HK$000HK$000Type of servicesProvision of civil engineering works3,810Provision of decoration and renovation works36,20231,331Revenue from contracts with customers recognised over time36,20235,141Performance obligations for contracts with customersThe Group provides c
149、ivil engineering works and decoration and renovation works.Such works are recognised when the performance obligation is satisfied over time as the Group creates or enhances an asset that the customer controls as the Group performs.Revenue is recognised for these contract works based on the stage of
150、completion of the contract using output method.Contracts with the Groups customers are agreed in fixed-price.The Groups contracts include payment schedules which require stage payments over the contract period once certain specified milestones are reached.The Group requires certain customers to prov
151、ide upfront deposits of total contract sum,when the Group receives a deposit before construction commences,this will give rise to contract liabilities at the start of a contract,until the revenue recognised on the specific contract exceeds the amount of the deposit.A contract asset is recognised ove
152、r the period in which the contract services are performed representing the Groups right to consideration for the services performed because the rights are conditional on the Groups future performance in achieving specified milestones.The contract assets are transferred to trade receivables when the
153、rights become unconditional.Retention receivables,prior to expiration of defect liability period,are classified as contract assets,which ranges from 0.5 to 2 years(2024:0.5 to 2 years)from the date of the practical completion of the contract works.The relevant amount of contract assets is reclassifi
154、ed to trade receivables when the defect liability period expires.The defect liability period serves as an assurance that the contract services performed comply with agreed upon specifications and such assurance cannot be purchased separately.18Transaction price allocated to the remaining performance
155、 obligation for contracts with customersThe transaction price allocated to the remaining performance obligations(unsatisfied or partially unsatisfied)and the expected turning of recognising revenue are as follows:31 March 2025Civil engineering worksDecoration and renovation worksTotalHK$000HK$000HK$
156、000Within one year31,32931,32931 March 2024Civil engineering worksDecoration and renovation worksTotalHK$000HK$000HK$000Within one year67,84767,8474.SEGMENT INFORMATIONThe Groups operating activities are attributable to a single reportable and operating segment focusing primarily on the provision of
157、 civil engineering works and decoration and renovation works.This operating segment has been identified on the basis of internal management reports reviewed by and the information reported to the executive directors,being the chief operating decision makers(the“CODM”).The CODM mainly reviews revenue
158、 derived from the construction works.The CODM reviews the overall results of the Group as a whole to make decisions about resources allocation.Accordingly,other than the entity-wide disclosure,geographical information and major customers,no segment analysis is presented.Geographical informationThe G
159、roups operations are located in Hong Kong and all of the Groups revenue were derived from Hong Kong.The Groups non-current assets are located in Hong Kong.Major customersRevenue from customers of the years ended 31 March 2025 and 2024 contributed over 10%of the Groups revenue are as follows:20252024
160、HK$000HK$000Customer A36,20231,331Except for disclosed above,no other customer contributing over 10%of total revenue of the Group for both years.195.OTHER GAINS/(LOSSES),NET20252024HK$000HK$000Changes in fair value of financial assets at fair value through profit or loss5,349(13,287)6.IMPAIRMENT LOS
161、SES(RECOGNISED)/REVERSED UNDER EXPECTED CREDIT LOSS MODEL,NET20252024HK$000HK$000Written off of trade receivables(380)Impairment losses(recognised)/reversed on expected credit losses model:Trade receivables(1,285)2,589 Contract assets(2,467)(772)Deposits and other receivables203(364)(3,549)1,0737.LO
162、SS BEFORE TAXLoss before tax is arrived at after charging:(a)Finance costs20252024HK$000HK$000Interest on bond payables720720(b)Staff costs(including directors remuneration)20252024HK$000HK$000Salaries,wages and other benefits in kind4,9215,761Severance payment6836Retirement benefit scheme contribut
163、ions66112Total staff costs5,0555,909Less:Amount capitalised in cost of services provided(959)Staff costs included in administrative and other operating expenses5,0554,95020(c)Other items20252024HK$000HK$000Auditors remuneration:audit services390360Depreciation of property,plant and equipment8080Site
164、 equipment rental costs related to short-term leases(included in cost of services provided)858.INCOME TAX EXPENSESOn 21 March 2018,the Hong Kong Legislative Council passed The Inland Revenue(Amendment)(No.7)Bill 2017(the“Bill”)which introduces the two-tiered profits tax rates regime.The Bill was sig
165、ned into law on 28 March 2018 and was gazetted on the following day.Under the two-tiered profits tax rates regime of Hong Kong Profits Tax,the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%,and profits above HK$2 million will be taxed at 16.5%.The profits of grou
166、p entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.Hong Kong Profits Tax is calculated at 16.5%on the estimated profit for both years.No provision for Hong Kong Profits Tax has been made for both years as the Groups did not have an
167、y assessable profits arising in or derived from Hong Kong.9.DIVIDENDSNo dividend was declared or paid by the Company to its shareholders during the year ended 31 March 2025(2024:Nil),nor has any dividend been declared subsequent to the end of the reporting period.10.LOSS PER SHAREThe calculation of
168、basic and diluted loss per share attributable to owners of the Company is based on the following:20252024HK$000HK$000LossLoss for the year attributable to owners of the Company(5,899)(17,433)20252024000000Number of sharesWeighted average number of shares for the purpose of basic and diluted loss per
169、 share301,860301,860As the Companys outstanding share options where applicable had an anti-dilutive effect to the basic loss per share computation for both years,the exercise of the above potential dilutive shares is not assumed in the computation of diluted loss per share for both years.2111.TRADE
170、AND OTHER RECEIVABLES20252024HK$000HK$000Trade receivables from contracts with customers41,20747,255Less:allowances for credit losses(15,142)(13,857)26,06533,398Receivables from securities broker907615Deposits for surety bonds7,2152,812Other receivables,deposits and prepayments6487034,25137,695The a
171、ging analysis of trade receivables(net of allowance for credit losses)based on invoice date is as follows:20252024HK$000HK$0000 30 days2532,06931 60 days27561 90 days1,64069991 180 days3,2551,747181 365 days1,0891,474Over 365 days19,82827,13426,06533,398The Group usually grants customers a credit pe
172、riod up to 45 days.The Group did not hold any collateral as security or other credit enhancements over the trade and other receivables as at 31 March 2025 and 2024 and no interest is charged on trade receivables.Trade receivables with carrying amounts of approximately HK$25,812,000(2024:HK$31,329,00
173、0)(net of allowance for credit losses)are past due at the end of the reporting period.Out of the past due balances,approximately HK$15,819,000(2024:HK$22,615,000)(net of allowance for credit losses)has been past due more than 1 year but is not considered as default because of the counterparty has pa
174、rtially settled the balance after the end of reporting period.Based on the above circumstance,the directors are in the opinion that the balances which has been past due more than 1 year are still considered as collectible.Details of impairment assessment are set out in note 6 to the consolidated fin
175、ancial statements.2212.TRADE AND OTHER PAYABLES20252024HK$000HK$000Trade payables11,71612,672Retention monies payables13,55612,851Provision for long services payment300928Amount due to a director of the Company2424Amount due to a director of a subsidiary5,378Accruals and other payables5,7655,55436,7
176、3932,029Retention monies payable in relation to the release of retention vary from contract to contract,which usually within 1-2 years and subject to practical completion,the expiry of the defect liability period or a pre-agreed time period.Accruals and other payables mainly consist of accrued staff
177、 costs of approximately HK$763,000(2024:HK$309,000)and accrued interest expenses of approximately HK$3,017,000(2024:HK$2,297,000).The amounts due to directors of the Company and a subsidiary were unsecured,interest-free and repayable on demand.The aging analysis of trade payables based on invoice da
178、te is as follows:20252024HK$000HK$0000 30 days2432,22331 60 days27761 90 days1,622783Over 90 days9,8519,38911,71612,672The credit period normally granted by its suppliers is up to 30 days.13.SHARE CAPITALNumber of sharesNominal value of shares000HK$000Authorised:Ordinary shares of HK$0.16 eachAt 1 A
179、pril 2023,31 March 2024,1 April 2024 and 31 March 2025500,000500,000Issued and fully paid:At 1 April 2023,31 March 2024,1 April 2024 and 31 March 2025301,86048,29823MANAGEMENT DISCUSSION AND ANALYSISBUSINESS REVIEWThe Group has over 25 years of experience in providing civil engineering works as a su
180、bcontractor in Hong Kong.The civil engineering works undertaken by the Group are mainly related to(i)roads and drainage works(including construction and improvement of local road,carriageway with junction improvement and the associated footpaths,planting areas,drains,sewers,water mains and utilities
181、 diversion);(ii)structural works(including construction of reinforced concrete structures for bridges and retaining walls);(iii)site formation works(including excavation and/or filling works for forming a new site or achieving designed formation level for later development);and(iv)decoration and ren
182、ovation works.OUTLOOK2026 is expected to be full of opportunities and challenges.The planned commitment in the Governments public expenditure on infrastructure will result in more business opportunities being presented to the market.Whilst factors including but not limited to difficult geological co
183、nditions,adverse weather conditions,variations to the construction plans instructed by customers and other unforeseen problems or circumstances that occur during project implementation continue being threats that likely affect the Groups profit as a subcontractor.Moving forward,the Group is committe
184、d to strengthening its competitive edge in the civil engineering sector while maintaining rigorous project evaluation and cost control measures to optimize operational efficiency and enhance shareholder returns.To further diversify our income streams,we will actively explore new business opportuniti
185、es,including but not limited to healthcare business which led by our general manager,Mr.Cai Chunzhi,and assess the feasibility of obtaining necessary licenses to expand our civil engineering operations into international markets,such as Japan and Thailand.These strategic initiatives,combined with ou
186、r disciplined financial management,are expected to deliver sustainable growth and increased value for our shareholders.SIGNIFICANT INVESTMENTFinancial asset at FVTPLSignificant InvestmentsFor the year ended31 March 2025 Realised and unrealised gainNumber ofshares heldAs at31 March 2025Fair valueAppr
187、oximatelypercentageto thetotal assetas at 31 March 2025As at1 April 2024Fair valueHK$000000HK$000HK$000WLS Holdings Limited(“WLS”)5,725381,66014,88518.5%9,160China Jicheng Holdings Limited(“Jicheng”)919,1008,28110.3%8,190Other listed equity securities (note 1)4,8936.1%5,360Total28,05934.9%22,71024No
188、te:1.As at 31 March 2025,other listed equity securities comprised 7 listed equity securities in Hong Kong.None of the other listed equity securities was more than 5%of the total assets of the Group as at 31 March 2025.WLS is principally engaged in provision of scaffolding and fitting out services an
189、d other services for construction and buildings work,provision of gondolas,parapet railings and access equipment installation and maintenance services,money lending business,securities investment business,and assets management business.Based on WLSs interim report for the six months ended 31 October
190、 2024,revenue and profit before tax of WLS was approximately HK$46.8 million and HK$32.7 million respectively.As at 31 March 2025,the Company held a significant investment,with a value of over 5%of the Companys total assets as at 31 March 2025,in WLS Holdings Limited(the“Investment”),which is listed
191、 on the GEM Board of the Stock Exchange.The Groups total investment in the Investment was approximately HK$9,762,000.As at 31 March 2025,the Group owned 381,660,000 shares in the Investment,representing 2.66%equity interests in the Investment with a carrying amount of the Groups interest in the Inve
192、stment of approximately HK$14,885,000,representing approximately 18.5%of the total assets of the Company as at 31 March 2025.Up to 31 March 2025,no dividends was received from the Investment.The fair value of the Investment is based on quoted market prices.Jicheng is engaged in investment holding wh
193、ile the principal subsidiaries are principally engaged in manufacture and sales of umbrellas and the relevant products.Based on Jichengs annual report for the year ended 31 December 2024,revenue and profit before tax of Jicheng was approximately RMB353.3 million and RMB10.8 million respectively.As a
194、t 31 March 2025,the Company held a significant investment,with a value of over 5%of the Companys total assets as at 31 March 2025,in China Jicheng Holdings Limited(the“Jicheng Investment”),which is listed on the GEM Board of the Stock Exchange.The Groups total investment in the Jicheng Investment wa
195、s approximately HK$1,820,000.As at 31 March 2025,the Group owned 9,100,000 shares in the Jicheng Investment,representing 2.21%equity interests in the Jicheng Investment with a carrying amount of the Groups interest in the Investment of approximately HK$8,281,000,representing approximately 10.3%of th
196、e total assets of the Company as at 31 March 2025.Up to 31 March 2025,no dividends was received from the Jicheng Investment.The fair value of the Jicheng Investment is based on quoted market prices.The Groups investment strategy is to deliver a diversified and flexible investment portfolio that will
197、 maximize sustained long-term returns and strive to achieve high growth,while the traditional business of the Group will continue its stable growth.The future performance of the listed securities may be influenced by the Hong Kong stock market.In this regard,the Group will continue to maintain a div
198、ersified investment portfolio and closely monitor the performance of its investments and the market trends to adjust its investment strategies.25FINANCIAL REVIEWRevenueAll of the Groups revenue was generated from the provision of civil engineering works and provision of decoration and renovation wor
199、ks.The total revenue of the Group slightly increased by approximately HK$1,061,000 from approximately HK$35,141,000 for the year ended 31 March 2024 to approximately HK$36,202,000 for the Reporting Period.The increase in construction revenue,despite a steady project count,was attributable to progres
200、s-based revenue recognition in ongoing contracts during the year.As at 31 March 2024,we had 12 contracts on hand with a total contract sum of approximately HK$333,844,000 whilst as at 31 March 2025,we had 12 contracts on hand with a total contract sum of approximately HK$346,894,000.Gross Profit and
201、 Gross Profit MarginThe Groups gross profit decreased from approximately HK$1,880,000 for the year ended 31 March 2024 to gross profit of approximately HK$982,000 for the Reporting Period.Such decrease was primarily due to rising material and labor costs amid inflationary pressures,coupled with comp
202、etitive pricing in the industry that limited the ability to fully pass on these increased costs to clients.Our gross profit margin varied substantially from project to project and is mainly attributable to our pricing,which is determined based on a cost-plus pricing model in general with mark-up det
203、ermined on a project-by-project basis and such mark-up is determined based on the following factors:Contract value of the projectWe would normally set a tender price based on a relatively lower mark-up for projects with a larger contract value due to the larger absolute amounts of revenue and gross
204、profit(being the contract sum less the expected costs of sales)expected to be derived from a project with a larger contract value.Nature and complexity of civil engineering worksWhen preparing our tender price,we consider,among other factors,(i)the amount of project management;(ii)the level of diffi
205、culty;(iii)the amount of uncertainties;(iv)the types and amount of works to be performed using different techniques;(v)the types and amount of resources such as labour skills,construction materials and supplies and site equipment;and(vi)the quality,safety and environmental standards.We would also ta
206、ke into account the likelihood of any material deviation of actual costs from our estimated costs having regard to the estimated subcontracting charges,staff costs,construction materials and supplies costs,rental of site equipment costs and other costs of sales.26CompetitionThe level of competition
207、for each construction project is subject to factors beyond our control,including,among others,the number of contractors invited to bid for the construction project,our competitors capacity and the nature and complexity of the works involved.If the level of competition of a particular construction pr
208、oject is low or if our competitors tender prices are relatively high,which is due to their own commercial decisions,we may be able awarded the construction project even if our tender price is not particularly competitive.Cost controlWhile we may obtain preliminary quotations from our subcontractors
209、when preparing our tender prices,the final agreed prices with our subcontractors are subject to further negotiations after we are successfully awarded with a tender and after we obtain more specific information regarding the works and the site conditions.Such further negotiations with our subcontrac
210、tors may result in higher or lower gross profit margins.We enter into contra charge arrangements with some of our customers for,among others,the purchase of construction materials and supplies and site equipment rental and hence any increase in these costs are borne by our customers.The prices of co
211、nstruction materials and supplies and site equipment rental and other costs of sales that are not covered by contra charge arrangements are determined by reference to quotations of suppliers as agreed by us and our suppliers on an order-by-order basis.While we price in the estimated future price tre
212、nd of these costs of sales when preparing our tender proposals,material deviation of the actual costs from our estimated costs may arise,which would result in higher or lower gross profit margins.Due to,among others,the factors stated above,our gross profit margin varied substantially from project t
213、o project.Other IncomeOther income of the Group increased by approximately HK$204,000 from approximately HK$1,188,000 for the year ended 31 March 2024 to approximately HK$1,392,000 for the Reporting Period.The increase was mainly due to increase in government grants and over-provision for long servi
214、ces payment during the Reporting Period.Other Gains or LossesOther gains or losses of the Group recognised profit of HK$5,349,000 for the Reporting Period from loss of approximately HK$13,287,000 for the year ended 31 March 2024.The gain mainly consist of the unrealised gain of financial assets at f
215、air value through profit or loss.27Impairment loss recognised under expected credit loss model,net of reversalIn determining the expected credit loss of the trade receivables,the Group has engaged a professional valuer to assist in estimating the loss allowances under the expected credit loss model
216、in accordance with Hong Kong Financial Reporting Standard.Valuer has assessed their recoverability by reference to(i)details and status of the receivables as at the assessment date;(ii)historical defaults of the debtors of the Company;(iii)other information such as working relationship between the C
217、ompany and the debtors,repayment track records of the debtors,and repayment progress of the receivables as advised by the management;(iv)industry and economic data;and(v)data concerning the fixed income and equity securities markets from Moodys.Except for the work performed by professional valuer,th
218、e Company also closely liaise with those debtors for the payment schedule and consider the reputation of those debtors and overall market condition.Based on the abovementioned assessments,the directors of the Company considered that the loss allowances are adequate.Administrative and Other Operating
219、 ExpensesAdministrative and other operating expenses of the Group increased by approximately HK$1,786,000 or 23.6%from approximately HK$7,567,000 for the year ended 31 March 2024 to approximately HK$9,353,000 for the Reporting Period.Administrative and other operating expenses consists primarily of
220、staff costs,depreciation,rental expenses and other administrative expenses.The increase was mainly due to the increase of staff costs,marketing expenses and severance payment in administrative expenses.Finance CostsFinance costs for the Group remained stable in which amounting to approximately HK$72
221、0,000 and HK$720,000 for the years ended 31 March 2024 and 2025 respectively.Income Tax CreditThere was no income tax expenses for the year ended 31 March 2024 and 2025 respectively.Loss for the yearLoss for the year decreased by approximately HK$11,534,000 from approximately HK$17,433,000 for the y
222、ear ended 31 March 2024 to approximately HK$5,899,000 for the Reporting Period.Such decrease was primarily attributable to the net effect of the increase in revenue and other income and increase in gain incurred in other gains or losses,net for the Reporting Period as discussed above.LIQUIDITY,FINAN
223、CIAL RESOURCES AND CAPITAL STRUCTURECash and bank balances are denominated in Hong Kong dollar.The current ratio of the Group as at 31 March 2025 decreased to approximately 1.5 times from approximately 1.7 times as at 31 March 2024.28The total interest bearing debts of the Group,including bond payab
224、les and lease liabilities,remained stable of which approximately HK$12,000,000 as at 31 March 2024 and approximately HK$12,000,000 as at 31 March 2025.All borrowings are denominated in Hong Kong dollar and are repayable within 5 years.The Group did not carry out any hedging for its floating borrowin
225、gs.As at 31 March 2025 and 2024,the Group had no general banking facilities.As at 31 March 2025,the Group had lease liabilities of approximately HK$Nil(31 March 2024:approximately HK$Nil).The gearing ratio,calculated based on all interest-bearing borrowings and lease liabilities divided by total equ
226、ity at the end of the period and multiplied by 100%,increased approximately 44%as at 31 March 2025(31 March 2024:approximately 36%).With available bank balances and cash,the Group has sufficient liquidity to satisfy its funding requirements.CAPITAL STRUCTUREThe Shares were successfully listed on GEM
227、 of the Stock Exchange on 12 April 2016.Except for placing of new shares which completed in September 2020,there has been no change in the capital structure of the Group during the Reporting Period.As at 31 March 2025,the Companys issued and fully paid capital and total equity attributable to owners
228、 of the Company amounted to approximately HK$48,298,000 and HK$27,218,000 respectively.COMMITMENTSAs at 31 March 2025,there was no capital commitment for the Group(31 March 2024:HK$Nil).CONTINGENT LIABILITIESAs at 31 March 2025,the Group did not have any material contingent liabilities(31 March 2024
229、:HK$Nil).ACQUISITIONS AND DISPOSALS AND FUTURE PLANS FOR MATERIAL INVESTMENTS AND CAPITAL ASSETSThe Group did not carry out any material acquisitions nor disposals of subsidiaries and affiliated companies for the Reporting Period.Save as disclosed in this announcement,the Group did not have other pl
230、ans for material investments or capital assets as at 31 March 2025.EXPOSURE TO EXCHANGE RATE FLUCTUATIONThe Groups business operations were conducted in Hong Kong and the transactions,monetary assets and liabilities of the Group were denominated in Hong Kong dollars and United States dollars.Since U
231、nited States dollars is linked to Hong Kong dollars at the rate of United States dollars 1 to Hong Kong dollars 7.80,the Directors therefore consider the impact of foreign exchange exposure to the Group is minimal.29CHARGE OVER GROUPS ASSETSThe total interest bearing debts of the Group,including bon
232、d payables and lease liabilities amounted to approximately HK$12,000,000 as at 31 March 2025(2024:HK$12,000,000).As at 31 March 2025 and 2024,the Group had no general banking facilities.As at 31 March 2025,the Group had no lease liabilities(31 March 2024:HK$Nil).EMPLOYEES AND REMUNERATION POLICIESAs
233、 at 31 March 2025,the Group had approximately 22 employees(31 March 2024:26 employees).The total staff costs incurred,including Directors emoluments,of the Group were approximately HK$5,055,000 for the Reporting Period(31 March 2024:approximately HK$5,909,000).Remuneration is determined based on eac
234、h employees qualifications,position and seniority.In addition to a basic salary,year-end discretionary bonuses were offered with reference to the Groups performance as well as individuals performance to attract and retain appropriate and suitable personnel to serve the Group.Furthermore,we offer oth
235、er staff benefits like provision of retirement benefits,various types of trainings and sponsorship of training courses.We have also adopted an annual review system to assess the performance of our staff,which forms the basis of our decisions with respect to salary raises and promotions.FINAL DIVIDEN
236、DThe Board does not recommend the payment of a final dividend for the Reporting Period(2024:HK$Nil).EVENTS AFTER THE REPORTING PERIODOn 10 June 2025,the Company announced that the Board proposed to change the English name of the Company from“WMHW Holdings Limited”to“Ju Fu Tang Biotech Holdings Co.,L
237、td”and the dual foreign name in Chinese of the Company from“萬民好物控股有限公司”to“菊福堂生物控股有限公司”.For details,please refer to the announcement of the Company dated 10 June 2025.Save as disclosed above and elsewhere in this announcement,the Board is not aware of any significant event requiring disclosure that h
238、as been taken place subsequent to 31 March 2025 and up to the date of this announcement.COMPLIANCE WITH THE CORPORATE GOVERNANCE CODEThe Companys corporate governance practices are based on the principles and code provisions as set out in the Corporate Governance Code and Corporate Governance Report
239、(the“Code”)in Appendix 15 of the GEM Listing Rules.During the period from the Listing Date to the Reporting Period,to the best knowledge of the Board,the Company has complied with all the applicable code provisions set out in the Code.30PURCHASE,SALE OR REDEMPTION OF THE COMPANYS LISTED SECURITIESNe
240、ither the Company nor any of its subsidiaries has purchased,sold or redeemed any of the Companys listed securities after the Listing Date and up to the date of this announcement.COMPETING INTERESTSThe Directors confirm that none of the then Controlling Shareholders or the Directors and their respect
241、ive close associates(as defined in the GEM Listing Rules)is interested in any business apart from the business operated by the Group which competes or is likely to compete,directly or indirectly,with the Groups business during the Reporting Period and up to the date of this announcement.CODE OF COND
242、UCT FOR SECURITIES TRANSACTIONS BY DIRECTORSThe Company has adopted the required standard set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct regarding securities transactions by the Directors in respect of the Shares(the“Code of Conduct).The Company has made specific enqui
243、ry to all Directors,and all Directors have confirmed that they have fully complied with the required standard of dealings set out in the Code of Conduct from the Listing Date up to the date of this announcement.SHARE OPTION SCHEMEThe Share Option Scheme of the Company has been adopted by way of shar
244、eholders written resolution passed on 24 March 2016 for the purpose of attracting and retaining the best available personnel,to provide additional incentive to employees(full-time and part-time),Directors,consultants,advisers,distributors,contractors,suppliers,agents,customers,business partners or s
245、ervice providers of the Group and to promote the success of the businesses of the Group.The terms of the Share Option Scheme are in accordance with the provisions of Chapter 23 of the GEM Listing Rules and are summarised below:The number of Shares issued and to be issued in respect of which options
246、granted and may be granted to any individual in any one year is not permitted to exceed 1%of the Shares in issue at any point in time,without prior approval from the Shareholders.Options granted to substantial Shareholders or INEDs or any of their respective associates(including a discretionary trus
247、t whose discretionary objects include substantial Shareholders,INEDs,or any of their respective associates)in any 12-month period in excess of 0.1%of the Companys share capital or with a value in excess of HK$5 million must be approved in advance by the Shareholders.As at 1 April 2024 and 31 March 2
248、025,30,186,000 options and 30,186,000 options are available for grant under the scheme mandate respectively.As at the date of the announcement,30,186,000 shares are available for issue under the scheme,which represent 10%of the issued share capital.31Options granted must be taken up within seven day
249、s inclusive of the day on which such offer was made,upon payment of HK$1 per option.Options may be exercised at any time during a period as the Directors may determine which shall not exceed ten years from the date of grant.The exercise price is determined by the Directors,and will be at least the h
250、igher of(i)the closing price of the Shares on the date of grant;(ii)the average closing price of the Shares for the five business days immediately preceding the date of grant;and(iii)the nominal value of the Share.The Share Option Scheme will remain in force for a period of ten years commencing on t
251、he date on the adoption date(i.e.24 March 2016)and shall expire at the close of business on the business day immediately preceding the tenth anniversary thereof unless terminated earlier by the Shareholders in general meeting.As at 31 March 2025,19,842,480 share options has been granted by the Compa
252、ny pursuant to such Share Option Scheme.The options are unlisted.Each option gives the holder the right to subscribe for one share of HK$0.16 each of the Company.Date of grantExercise priceper optionExercise periodVesting periodBalance as at1 April 2024 Granted during the yearExercised during the ye
253、arLapsedduring the yearBalance as at 31 March 2025DirectorsYu Xiao11 July 2019HK$1.4145 years from the date of grantNo891,540(891,540)Other employees11 July 2019HK$1.4145 years from the date of grantNo3,566,160(3,566,160)12 July 2021HK$0.3155 years from the date of grantNo10,698,480(note(i)10,698,48
254、018 March 2022HK$0.1635 years from the date of grantNo9,144,000(note(ii)9,144,000Consultants11 July 2019HK$1.4145 years from the date of grantNo2,674,620(2,674,620)Total26,974,800(7,132,320)19,842,480Notes:(i)The share options have been granted to 10 employees and each of them hold 1,069,848 share o
255、ptions.(ii)The share options have been granted to 4 employees and each of them hold 2,286,000 share options.SUFFICIENCY OF PUBLIC FLOATBased on the information that is publicly available to the Company and to the best knowledge of the Directors,the Directors confirm that the Company complies with th
256、e minimum of public float of 25%as required under the GEM Listing Rules as at the date of this announcement.AUDIT COMMITTEEAn audit committee has been established with its terms of reference in compliance with Rules 5.28 to 5.33 of the GEM Listing Rules,and paragraphs C.3.3 and C.3.7 of the CG Code.
257、The audit committee consists of three members,namely Mr.Wong Chi Kan,Ms.Lao In Iam and Mr.Liao Honghao,all being INEDs.Mr.Wong Chi Kan currently serves as the chairman of the audit committee.The committee is to assist the Board in fulfilling its responsibilities by providing an independent review an
258、d supervision of financial reporting,by satisfying themselves as to the effectiveness of the internal controls of the Group,and as to the adequacy of the external and internal audits.32The audit committee had also reviewed audited annual results in respect of the year ended 31 March 2025,and confirm
259、ed that this announcement complies with the applicable standard,the GEM Listing Rules,and other applicable legal requirements and that adequate disclosures have been made.SCOPE OF WORK OF THE COMPANYS AUDITORThe figures above in the preliminary announcement of the Groups result for the year ended 31
260、 March 2025 have been agreed with the Companys auditor,Infinity CPA Limited(“Infinity CPA”),to the amounts set out in the Groups consolidated financial statements for the year.The work performed by Infinity CPA did not constitute an assurance engagement in accordance with Hong Kong Standards on Audi
261、ting,Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently no assurance has been expressed by Infinity CPA on the preliminary announcement.PUBLICATION OF INFORMATION ON THE WEBSITE
262、OF THE STOCK EXCHANGEThis announcement will be published on the respective websites of the Stock Exchange(.hk)and the Company( annual report for the Reporting Period containing all the information required by the GEM Listing Rules will be published on the website of the Company and the Stock Exchang
263、e and despatched to the Companys shareholders in due course.By order of the Board WMHW Holdings Limited Chen Jian Executive DirectorHong Kong,30 June 2025As at the date of this announcement,the executive Directors are Mr.Chen Jian and Ms.Yu Xiao and the independent non-executive Directors are Mr.Won
264、g Chi Kan,Ms.Lao In Iam and Mr.Liao Honghao.This announcement,for which the Directors collectively and individually accept full responsibility,includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company.The Directors,having mad
265、e all reasonable enquiries,confirm that,to the best of their knowledge and belief,the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement in this announcement misleading.This announcement will remain on the“Latest Listed Company Information”page of the website of GEM of the Stock Exchanges website at for a minimum period of 7 days from the date of its posting and on the website of the Company at