VISTARHOLDINGS：ANNUALRESULTSANNOUNCEMENTFORTHEYEARENDED31MARCH2025.pdf

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1、 1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)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 ar

2、ising from or in reliance upon the whole or any part of the contents of this announcement.VISTAR HOLDINGS LIMITED熒德控股有限公司(Incorporated in the Cayman Islands with limited liability)(Stock Code:8535)ANNUAL RESULTS ANNOUNCEMENTFOR THE YEAR ENDED 31 MARCH 2025CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE

3、 OF HONG KONG LIMITEDGEM has been positioned as a market designed to accommodate small and mid-sized 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 compani

4、es and should make the decision to invest only after due and careful consideration.Given that the companies listed on GEM are generally small and mid-sized companies,there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Boa

5、rd 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 Vistar Holdings Limited(the“Company”and together with its subsidiaries,the“Group”)collectively and individually accept full responsibility,inclu

6、des particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company.The Directors,having made all reasonable enquiries,confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and com

7、plete in all material respects and not misleading or deceptive,and there are no other matters the omission of which would make any statement herein or this announcement misleading.2 FINANCIAL HIGHLIGHTS During the year ended 31 March 2025(the“Reporting Period”),the revenue of the Group decreased to

8、approximately HK$274.62 million from approximately HK$313.39 million for the year ended 31 March 2024,representing a decrease of approximately HK$38.77 million or 12.37%.The decrease in total revenue was mainly attributed to the decrement in revenue from installation services of approximately HK$50.

9、88 million during the Reporting Period.The profit attributable to equity holders of the Company decreased to approximately HK$1.10 million for the Reporting Period as compared to the profit attributable to equity holders of the Company of approximately HK$5.08 million for the year ended 31 March 202

10、4.The board of directors of the Company(the“Board”)does not recommend the payment of a final dividend in respect of the Reporting Period(2024:Nil).3 ANNUAL RESULTSThe Board is pleased to announce the audited consolidated financial results of the Group for the Reporting Period,together with the compa

11、rative figures for the year ended 31 March 2024 as follows:CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 31 MARCH 202520252024NotesHK$000HK$000Revenue6274,619313,390Cost of revenue(245,813)(280,146)Gross profit28,80633,244Other income and gains and losses71,7261,434(Impairment los

12、ses)/reversal of impairment losses of trade receivables and contract assets,net(547)236Administrative and other operating expenses(26,718)(27,027)Finance costs9(2,223)(2,151)Profit before income tax81,0445,736Income tax credit/(expense)10(a)51(658)Profit for the year1,0955,078 Other comprehensive in

13、comeItem that will not be reclassified to profit or loss:Remeasurement of defined benefit plan obligations333178 Total comprehensive income for the year1,4285,256 Earnings per share basic and diluted(HK cents)110.09 cents0.42 cents 4 CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAS AT 31 MARCH 2025202

14、52024NotesHK$000HK$000Non-current assetsProperty,plant and equipment6,2163,423Intangible assets3981Pledged deposits820Pledged bank deposits6367,709Prepayments7321,463Deferred tax assets10(b)820497 Total non-current assets8,44313,993 Current assetsTrade and other receivables1339,97237,014Contract ass

15、ets14(a)198,141199,951Income tax recoverable427Pledged deposits820225Pledged bank deposits7,45934Bank balances and cash55,69752,612 Total current assets302,516289,836 Current liabilitiesTrade and other payables1592,48084,245Contract liabilities14(b)15,0038,839Lease liabilities3,2051,784Bank borrowin

16、gs,secured1636,68250,107Income tax payable41 Total current liabilities147,370145,016 Net current assets155,146144,820 Total assets less current liabilities163,589158,813 Non-current liabilitiesBank borrowings,secured162,083Lease liabilities2,068664Long service payment liabilities1,1491,288 Total non

17、-current liabilities5,3001,952 Net assets158,289156,861 Capital and reservesShare capital12,00012,000Reserves146,289144,861 Total equity158,289156,861 5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS1.GENERAL INFORMATIONThe Company was incorporated in the Cayman Islands on 27 June 2017 as an exempte

18、d company with limited liability under the Companies Law,Cap 22(Law 3 of 1961,as revised and consolidated)of the Cayman Islands and its shares have been listed on GEM of The Stock Exchange since 12 February 2018.The Companys registered office is located at Windward 3,Regatta Office Park,P.O.Box 1350

19、,Grand Cayman KY1-1108,the Cayman Islands.Its principal place of business is located at Unit 2,13/F,Tak King Industrial Building,27 Lee Chung Street,Chai Wan,Hong Kong.The principal activity of the Company is investment holding.The Group is principally engaged in the provision of installation servic

20、es,alteration and addition works and maintenance services of electrical and mechanical engineering systems in Hong Kong.As at 31 March 2025 and 31 March 2024,the particulars of the Companys subsidiaries are as follows:Name of subsidiaryPlace and date of incorporation and type of legal entityPlace of

21、 operationsIssued and paid-up capitalEffective interest held by the CompanyPrincipal activitiesDirectlyIndirectlyGuardian Team Limited(“GTL”)Incorporated in the British Virgin Islands on 6 June 2017Limited liability companyHong Kong1 share of US$1100%Investment holdingGuardian Fire Engineers and Con

22、sultants,Limited(“GFE”)Incorporated in Hong Kong on 1 August 1972 Limited liability companyHong KongHK$2,500,000100%Provision of installation services,alteration and addition works,and maintenance services of electrical and mechanical engineering systems in Hong KongGuardian Engineering Limited(“GEL

23、”)Incorporated in Hong Kong on 15 May 2000 Limited liability companyHong KongHK$100,000100%Provision of installation services,alteration and addition works,and maintenance services of electrical and mechanical engineering systems in Hong Kong 6 2.ADOPTION OF HONG KONG FINANCIAL REPORTING STANDARDS(“

24、HKFRS”)ACCOUNTING STANDARDS(a)Adoption of amended HKFRS Accounting StandardsThe Hong Kong Institute of Certified Public Accountants(the“HKICPA”)has issued a number of amended HKFRS Accounting Standards those are first effective for the current accounting period of the Group:Amendments to HKAS 1Class

25、ification of Liabilities as Current or Non-currentAmendments to HKAS 1Non-current Liabilities with CovenantsAmendments to HKAS 7 and HKFRS 7Supplier Finance ArrangementsAmendments to HKFRS 16Lease Liability in a Sale and LeasebackNone of these amendments to HKFRS Accounting Standards has a material

26、impact on the Groups financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.The Group has not early applied any new or amendments to HKFRS Accounting Standards that is not yet effective for the current accounti

27、ng period.Amendments to HKAS 1 Classification of Liabilities as Current or Non-Current and Non-current Liabilities with CovenantsThe amendments to HKAS 1 clarify the following:An entitys right to defer settlement of a liability for at least twelve months after the reporting period must have substanc

28、e and must exist at the end of the reporting period.If an entitys right to defer settlement of a liability is subject to covenants,such covenants affect whether that right exists at the end of the reporting period only if the entity is required to comply with the covenant on or before the end of the

29、 reporting period.The classification of a liability as current or non-current is unaffected by the likelihood that the entity will exercise its right to defer settlement.In case of a liability that can be settled,at the option of the counterparty,by the transfer of the entitys own equity instruments

30、,such settlement terms do not affect the classification of the liability as current or non-current only if the option is classified as an equity instrument.The Group has reassessed the terms and conditions of its liabilities as at 1 April 2023 and 2024 and concluded that the classification of its li

31、abilities as current or non-current remained unchanged upon initial application of the amendments.Accordingly,the amendments do not have any impact on these consolidated financial statements.7 2.ADOPTION OF HKFRS ACCOUNTING STANDARDS Continued(a)Adoption of amended HKFRS Accounting Standards Continu

32、edAmendments to HKAS 7 and HKFRS 7 Supplier Finance ArrangementsThe amendments require entities to provide certain specific disclosures(qualitative and quantitative)related to supplier finance arrangements.The amendments also provide guidance on characteristics of supplier finance arrangements.As th

33、e Group does not have supplier finance arrangements,the amendments do not have any impact on these consolidated financial statements.Amendments to HKFRS 16 Lease Liability in a Sale and LeasebackPrior to the amendments,HKFRS 16 did not contain specific measurement requirements for lease liabilities

34、that may contain variable lease payments arising in a sale and leaseback transaction.In applying the subsequent measurement requirements of lease liabilities to a sale and leaseback transaction,the amendments require a seller-lessee would not recognise any amount of the gain or loss that relates to

35、the right of use retained by the seller-lessee.Since the Group has no sale and leaseback transactions with variable lease payments that do not depend on an index or a rate occurring from the date of initial application of HKFRS 16,the amendments did not have any impact on these consolidated financia

36、l statements.(b)New and amended HKFRS Accounting Standards that have been issued but are not yet effectiveThe following new and amended HKFRS Accounting Standards,potentially relevant to the Groups consolidated financial statements,have been issued,but are not yet effective and have not been early a

37、dopted by the Group.The Groups current intention is to apply these changes on the date they become effective.Amendments to HKAS 21 and HKFRS 1Lack of Exchangeability1Amendments to HKFRS 9 and HKFRS 7Amendments to the Classification and Measurement of Financial Instruments2Amendments to HKFRS 9 and H

38、KFRS 7Contracts Referencing Nature-dependent Electricity2Amendments to HKFRS 1,HKFRS 7,HKFRS 9,HKFRS 10 and HKAS 7Annual Improvements to HKFRS Accounting Standards Volume 112HKFRS 18Presentation and Disclosure in Financial Statements3HKFRS 19Subsidiaries without Public Accountability:Disclosures3Ame

39、ndments to HKFRS 10 and HKAS 28Sale or Contribution of Assets between an Investor and its Associate or Joint Venture41 Effective for annual periods beginning on or after 1 January 20252 Effective for annual periods beginning on or after 1 January 20263 Effective for annual/reporting periods beginnin

40、g on or after 1 January 20274 No mandatory effective date yet determined but available for adoption 8 2.ADOPTION OF HKFRS ACCOUNTING STANDARDS Continued(b)New and amended HKFRS Accounting Standards that have been issued but are not yet effective ContinuedAmendments to HKAS 21 and HKFRS 1 Lack of Exc

41、hangeabilityAmendments to HKAS 21 and HKFRS 1 specify how an entity shall assess whether a currency is exchangeable into another currency and how it shall estimate a spot exchange rate at a measurement date when exchangeability is lacking.The amendments require disclosures of information that enable

42、 users of financial statements to understand the impact of a currency not being exchangeable.Earlier application is permitted.When applying the amendments,an entity cannot restate comparative information.Any cumulative effect of initially applying the amendments shall be recognised as an adjustment

43、to the opening balance of retained profits or to the cumulative amount of translation differences accumulated in a separate component of equity,where appropriate,at the date of initial application.The Group expected the adoption of these amendments will not have any significant impact on the Groups

44、financial statements.Amendments to HKFRS 9 and HKFRS 7 Contracts Referencing Nature-dependent ElectricityThe amendments include clarifying the application of the own-use requirements;permitting hedge accounting if these contracts are used as hedging instruments;and adding new disclosure requirements

45、 to enable investors to understand the effect of these contracts on Companys financial performance and cash flows.The Group expected the adoption of these amendments will not have any significant impact on its operations or consolidated financial statements.Amendments to HKFRS 9 and HKFRS 7 Amendmen

46、ts to the Classification and Measurement of Financial InstrumentsThese amendments clarify the following:the date of recognition and derecognition of some financial assets and liabilities,with a new exception for some financial liabilities settled through an electronic cash transfer system;add furthe

47、r guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion;add new disclosures for certain instruments with contractual terms that can change cash flows(such as some financial instruments with features linked to the achievement of environment,soc

48、ial and governance targets);and update the disclosures for equity instruments designated at fair value through other comprehensive income.The Group expected the adoption of these amendments will not have any significant impact on its operations or consolidated financial statements.9 2.ADOPTION OF HK

49、FRS ACCOUNTING STANDARDS Continued(b)New and amended HKFRS Accounting Standards that have been issued but are not yet effective ContinuedAmendments to HKFRS 10 and HKAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint VentureAmendments to HKFRS 10 and HKAS 28 address

50、an inconsistency between the requirements in HKFRS 10 and in HKAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture.The amendments require a full recognition of a gain or loss resulting from a downstream transaction when the sale or contribu

51、tion of assets constitutes a business.For a transaction involving assets that do not constitute a business,a gain or loss resulting from the transaction is recognised in the investors profit or loss only to the extent of the unrelated investors interest in that associate or joint venture.The amendme

52、nts are to be applied prospectively.The previous mandatory effective date of amendments to HKFRS 10 and HKAS 28 was removed by the HKICPA.However,the amendments are available for adoption now.Since the Group has no investment on associate or joint venture,the amendments did not have any impact on th

53、ese consolidated financial statements.HKFRS 18 Presentation and Disclosure in Financial StatementsHKFRS 18 Presentation and Disclosure in Financial Statements,which supersedes HKAS 1,with a focus on updates to the consolidated statement of profit or loss and will result in major consequential amendm

54、ents to HKFRS Accounting Standards including HKAS 8.Even though HKFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements,it is expected to have a significant effect on the presentation and disclosure of certain items.These changes include

55、 categorisation and sub-totals in the statement of profit or loss,aggregation/disaggregation and labelling of information,and disclosure of management-defined performance measures.The Group is currently analysing the new requirements and assessing the impact of HKFRS 18 on the presentation and discl

56、osure of the Groups financial statements.HKFRS 19 Subsidiaries without Public Accountability:DisclosuresHKFRS 19 allows for certain eligible subsidiaries of parent entities that report under HKFRS Accounting Standards to apply reduced disclosure requirements.As the Company is a listed company,it is

57、not eligible to elect to apply HKFRS 19.Some of the Companys subsidiaries are considering the application of HKFRS 19 in their specified financial statements.10 3.BASIS OF PREPARATION(a)Statement of complianceThe consolidated financial statements have been prepared in accordance with HKFRS Accountin

58、g Standards,(which include all Hong Kong Financial Reporting Standard,Hong Kong Accounting Standards(“HKASs”)and Interpretations)and the disclosure requirements of the Hong Kong Companies Ordinance.In addition,the consolidated financial statements include applicable disclosures required by the Rules

59、 Governing the Listing of Securities on GEM of the Stock Exchange(the“GEM Listing Rules”).(b)Basis of measurementThe consolidated financial statements have been prepared under the historical cost basis.(c)Functional and presentation currencyThe consolidated financial statements are presented in Hong

60、 Kong dollars(“HK$”),which is the same as the functional currency of the Company and its subsidiaries.4.CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTYIn the application of the Groups accounting policies,the Directors are required to make judgement,estimates and assumptions

61、about the carrying amounts of assets and liabilities that are not readily apparent from other sources.The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.Actual results may differ from these estimates.The estimates and unde

62、rlying assumptions are reviewed on an ongoing basis.Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period,or in the period of the revision and future periods if the revision affects both current and future periods.11

63、4.CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY ContinuedKey sources of estimation uncertaintyThe key sources of estimation uncertainty that have significant risks of resulting in material adjustments to the carrying amounts of assets and liabilities within next financial

64、year are as follows:(a)Revenue recognition of provision of Construction WorksManagement measured the progress towards complete satisfaction of performance obligation of individual construction contract using the input method by reference to the costs incurred up to the reporting date as a proportion

65、 of the total estimated cost of each construction contract.Total contract costs to completion of individual contract,which mainly comprise subcontracting charges,cost of materials and direct labour,are estimated based on latest available budgets prepared by the management on the basis of estimated c

66、osts quoted by subcontractors,suppliers or vendors as well as the experience of the project team.In order to ensure that the total estimated contract costs are accurate and up-to-date such that contract revenue can be estimated reliably,management reviews the contract budget,costs incurred to date a

67、nd costs to completion regularly,in particular in the case of costs over-runs,if any,and revises the estimated contract costs where necessary.Notwithstanding that the management regularly reviews and revises the estimates of total contract costs for each construction contract as the contract progres

68、ses,the actual outcome of the contract in terms of its total costs may be higher or lower than the estimates and this will affect the revenue and profit recognised.(b)Impairment of trade receivables and contract assetsThe impairment allowances for trade receivables and contract assets are measured b

69、y lifetime expected credit losses(“ECLs”).The management estimated the ECLs rates by considering the market conditions,managements knowledge about the customers(including their reputation,financial capability and historical payment history),and the current and forward-looking information on macroeco

70、nomic factors that relevant to determine the ability of customers to settle the receivables at the end of each of the Reporting Period.As at 31 March 2025,the Groups gross trade receivables and contract assets and their related impairment allowances amounted to HK$32,641,000,HK$198,728,000 and HK$1,

71、344,000(2024:HK$24,843,000,HK$200,120,000 and HK$797,000)respectively.12 5.SEGMENT REPORTINGThe executive directors of the Company,who are the chief operating decision-makers of the Group,review the Groups internal reporting in order to assess performance and allocate resources.Management has determ

72、ined the operating segments based on reports reviewed by the executive directors of the Company that are used to make strategic decisions.The Group has three reportable segments.The segments are managed separately as each business offers different services and requires different business strategies.

73、The following summary describes the operations in each of the Groups reportable segments:Installation services supply and carrying out installation services;Alteration and addition works provision of alteration and addition works on existing system of customers;and Maintenance services provision of

74、repair and maintenance services.The Groups chief operating decision-makers made decision according to the segment performance which is evaluated based on reportable segment profit or loss,without the allocation of other income and gains and losses,net impairment losses of trade receivables and contr

75、act assets,administrative and other operating expenses and finance costs.Since total assets,liabilities and capital expenditures for each reportable segment are not regularly reviewed by the chief operating decision-makers,the Directors are of the opinion that the disclosure of such information is n

76、ot necessary.Moreover,as the Directors consider the Groups revenue(determined based on the location of customers)and results are all materially derived in Hong Kong and no material consolidated assets of the Group are located outside Hong Kong,geographical segment information is therefore not presen

77、ted.13 5.SEGMENT REPORTING Continued(a)Business segmentFor the year ended 31 March 2025Installation servicesAlteration and additionworksMaintenance servicesTotalHK$000HK$000HK$000HK$000Segment revenueRevenue from external customers149,208117,9087,503274,619 Segment profit12,04216,35141328,806 Other

78、income and gains and losses1,726Impairment losses of trade receivables and contract assets,net(547)Staff costs(15,324)Corporate expenses(11,394)Finance costs(2,223)Profit before income tax1,044 For the year ended 31 March 2024Installation servicesAlteration and addition worksMaintenance servicesTota

79、lHK$000HK$000HK$000HK$000Segment revenueRevenue from external customers200,090105,1508,150313,390 Segment profit20,45111,96083333,244 Other income and gains and losses1,434Reversal of impairment losses of trade receivables and contract assets,net236Staff costs(15,340)Corporate expenses(11,687)Financ

80、e costs(2,151)Profit before income tax5,736 14 5.SEGMENT REPORTING Continued(b)Information about major customersRevenue from major customers individually contributing 10%or more of the Groups total revenue is set out below:20252024HK$000HK$000Installation services:Customer I29,62353,623Customer II76

81、,97740,932Alteration and addition works:Customer III53,03935,697 6.REVENUERevenue mainly represents income from provision of installation services,alteration and addition works and maintenances services during the Reporting Period.(a)Disaggregation of the Groups revenue from contracts with customers

82、20252024HK$000HK$000Revenue from installation services149,208200,090Revenue from alteration and addition works117,908105,150Revenue from maintenance services7,5038,150 274,619313,390 Installation services,alteration and addition works and maintenance services represent performance obligations that t

83、he Group satisfies over time for each respective contract.15 6.REVENUE Continued(b)Transaction price allocated to the remaining performance obligationsThe following table shows the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied(or partially unsati

84、sfied)as at end of the Reporting Period:20252024HK$000HK$000Provision of installation services174,774225,664Provision of alteration and addition works9,2729,584 Based on the information available to the Group at the end of the Reporting Period,the management of the Group expects the transaction pric

85、e amounting to HK$184,046,000(2024:HK$235,248,000)allocated to the contracts under installation services and alteration and addition works as at 31 March 2025 will be recognised as revenue in the next 34 months(2024:31 months).The Group has applied the practical expedient under HKFRS 15 so that tran

86、saction price allocated to unsatisfied performance obligations under contracts for maintenance services is not disclosed as such contracts have an original expected duration of one year or less.7.OTHER INCOME AND GAINS AND LOSSES20252024HK$000HK$000Bank interest income1,584878Others135431Gain on lea

87、se modifications729Interest income from financial assets at fair value through profit or loss113Loss on disposal of financial assets at fair value through profit or loss(22)Gain on disposal of property,plant and equipment5 1,7261,434 16 8.PROFIT BEFORE INCOME TAXThis is arrived at after charging the

88、 followings:20252024HK$000HK$000Auditors remuneration870880Depreciation in respect of:Owned assets557381 Right-of-use assets3,2063,183 3,7633,564 Amortisation of intangible assets4240Bad debt expenses93Employee benefit expenses(including directors emoluments)Salaries,allowances and other benefits36,

89、23936,140 Contribution to defined contribution retirement plan(note)1,3151,363 Long service payments194412 37,74837,915 Net exchange loss4270 Note:For the years ended 31 March 2025 and 31 March 2024,there were neither contributions forfeited by the Group nor had there been any utilisation of such fo

90、rfeited contributions to reduce future contributions.As at 31 March 2025 and 31 March 2024,there were no forfeited contributions which were available for utilisation by the Group to reduce the existing level of contributions to the government defined contribution retirement benefit scheme.9.FINANCE

91、COSTS20252024HK$000HK$000Interest on bank borrowings2,0291,953Interest on lease liabilities194198 2,2232,151 17 10.INCOME TAX AND DEFERRED TAX(a)The amounts of income tax in the consolidated statement of comprehensive income represent:20252024HK$000HK$000Current tax Hong Kong profits tax225749 Under

92、 provision in prior years476Deferred tax(Note(b)(323)(97)Income tax(credit)/expense(51)658 For the years ended 31 March 2025 and 31 March 2024,subsidiaries operating in Hong Kong are subject to Hong Kong profits tax.Under two-tiered profits tax rates regime,if the entity has one or more connected en

93、tity,the two-tiered profits tax rates would only apply to the one which is nominated to be chargeable at the two-tiered rates.Hong Kong profits tax of the nominated entity is calculated at 8.25%on assessable profits up to HK$2 million and 16.5%on any part of assessable profits over HK$2 million.For

94、those entities which do not qualify for two-tiered profits tax rates,a profits tax rate of 16.5%on assessable profit shall remain in calculating Hong Kong profits tax.The income tax for the Reporting Period can be reconciled to the profit before income tax in the consolidated statement of comprehens

95、ive income as follows:20252024HK$000HK$000Profit before income tax1,0445,736 Tax thereon at Hong Kong profits tax rate of 16.5%(2024:16.5%)172947Tax effect of income not taxable for tax purposes(294)(135)Tax effect of expenses not deductible for tax purposes19217Income tax at concessionary rate(165)

96、(165)Under provision in prior years476Tax relief(3)(12)Income tax(credit)/expense(51)658 18 10.INCOME TAX AND DEFERRED TAX Continued(b)Details of the deferred tax assets recognised and movements during the Reporting Period are as follows:Tax losses carried forwardAccelerated tax depreciationProvisio

97、n for impairment of trade receivables and contract assetsProvision for long service payment and annual leaveTotalHK$000HK$000HK$000HK$000HK$000At 1 April 202319437169400(Charged)/credited to profit or loss(113)20(39)22997 At 31 March 2024 and 1 April 20248157130229497(Charged)/credited to profit or

98、loss(81)285(71)190323 At 31 March 202534259419820 11.BASIC AND DILUTED EARNINGS PER SHAREThe calculation of basic and diluted earnings per share is based on the following data:20252024HK$000HK$000EarningsProfit for the year1,0955,078 NumberNumber000000Number of sharesWeighted average number of ordin

99、ary shares1,200,0001,200,000 Weighted average 1,200,000,000 shares for the years ended 31 March 2025 and 31 March 2024 represents the number of shares in issue throughout the year.Diluted earnings per share was the same as the basic earnings per shares as the Group had no dilutive potential ordinary

100、 shares during the years ended 31 March 2025 and 31 March 2024.12.DIVIDENDSThe Directors do not recommend the payment of a final dividend in respect of the Reporting Period(2024:Nil).19 13.TRADE AND OTHER RECEIVABLES20252024HK$000HK$000Trade receivables32,64124,843Less:provision for impairment(757)(

101、628)Trade receivables,net(note(a)and note(c)31,88424,215Prepayments(note(b)7,22112,302Deposit and other receivables(note(c)1,5991,960 40,70438,477Less:prepayments classified as non-current assets(note(b)(732)(1,463)39,97237,014 Notes:(a)The credit period granted to customers is normally 14 days.The

102、ageing analysis of trade receivables,net of impairment,and based on invoice date as at the end of each of the Reporting Period is as follows:20252024HK$000HK$000Within 30 days9,1039,57331 60 days9,5423,60861 90 days8,4037,39891 180 days1,3142,634181 365 days3,1691,002Over 365 days353 31,88424,215 (b

103、)The prepayments mainly included prepaid material costs for the Construction Works of the Group to suppliers,prepaid costs for the Construction Works of the Group which had subcontracted to outsider service providers and prepaid professional fee to a service provider.(c)The Group recognised impairme

104、nt of trade and other receivables for the years ended 31 March 2025 and 31 March 2024 based on the related accounting policies adopted.20 14.CONTRACT ASSETS AND CONTRACT LIABILITIES(a)Contract assets20252024HK$000HK$000Contract assetsArising from performance under installation services and alteratio

105、n and addition works170,220178,358Retention receivables28,50821,762 198,728200,120Less:Provision for impairment(587)(169)Contract assets,net198,141199,951 Changes of contract assets during the year ended 31 March 2025 were mainly due to net impact on:(1)increase in the amount of retention receivable

106、s in accordance with the increase of certified amount of revenue during the year;and(2)decrease in unbilled revenue due to the size and number of contracts in respect of the Construction Works that the relevant services were provided but yet certified by customers or external surveyors at the end of

107、 the Reporting Period.(b)Contract liabilities20252024HK$000HK$000Contract liabilitiesBillings in advance of performance under installation services and alteration and addition works15,0038,839 20252024HK$000HK$000Movements in contract liabilitiesAt 1 April8,8394,628Decrease as a result of recognisin

108、g revenue during the year that was included in the contract liabilities at the beginning of the year(4,681)(3,439)Increase as a result of billing in advance of installation services and alteration and addition works,net10,8457,650 At 31 March15,0038,839 21 15.TRADE AND OTHER PAYABLES20252024HK$000HK

109、$000Trade payables(note(a)77,23671,141Retention payables(note(b)2,8575,242Accruals12,2457,410Other payables142452 92,48084,245 Notes:(a)The credit period granted by suppliers and contractors is normally 30 to 90 days.The ageing analysis of trade payables,based on invoice date as at the end of each o

110、f the Reporting Period is as follows:20252024HK$000HK$000Within 30 days15,24720,31831 60 days16,28116,32261 90 days8,5842,717Over 90 days37,12431,784 77,23671,141 (b)Retention monies are retained by the Group when the relevant projects are completed.The retention payables will be released upon expir

111、y of defect liability period as specified in the subcontracting agreements,which is usually 12 months.22 16.BANK BORROWINGS,SECURED20252024HK$000HK$000Secured and interest-bearing bank borrowings Bank loans29,07932,147 Bank overdrafts9,68617,960 38,76550,107 Note:Bank loans and bank overdrafts are i

112、nterest-bearing at floating rate.The interest rates of the Groups bank loans and bank overdrafts as at 31 March 2025 granted under banking facilities are ranged from 4.7%to 6.2%(2024:5.4%to 6.6%)per annum.17.GUARANTEESThe Group provided guarantees in respect of the surety bonds issued in favour of t

113、he customers of certain engineering contracts.Details of these guarantees as of the end of the Reporting Period are as follows:20252024HK$000HK$000Aggregate value of the surety bonds issued in favour of customers39,94136,829 The Directors are of the opinion that it is not probable that the financial

114、 institutions would claim the Group for losses in respect of the guarantee contracts as it is unlikely that the Group is unable to fulfil the performance requirements of the relevant contracts.Accordingly,no provision for the Groups obligations under the guarantees has been made as at the end of the

115、 Reporting Period.As at the end of the Reporting Period or during the Reporting Period,unless stated otherwise,the Groups bonding lines granted by the financial institutions and banks are secured by:(i)the Groups deposits in financial institutions and banks;and(ii)corporate guarantees of group compa

116、nies and the Company.23 MANAGEMENT DISCUSSION AND ANALYSISBusiness ReviewThe Group is a registered fire service installation contractor in Hong Kong.With a full range of electrical and mechanical(“E&M”)licenses and qualifications,the Group maintains its position as one of the leading E&M engineering

117、 companies in Hong Kong,focusing on installation services,alteration and addition works and maintenance services of fire service systems.The Groups services cover design and installation of fire service systems for buildings under construction or re-development;alteration and addition works on exist

118、ing fire service systems based on customer specification or updated regulatory compliance guidelines;and repair and maintenance on fire service systems for built premises.During the Reporting Period,the global and local economies demonstrated modest growth momentum,but the overall market sentiment r

119、emained weak,and with a lack of high margin construction projects being launched,competition in the construction industry intensified.Heightened financial costs,chronic shortage of skilled labour,and prolonged geopolitical uncertainties continued to weigh on the local market,exacerbating the industr

120、ys strategic challenges and outlook.In response,the Group has adopted a pragmatic and positive attitude towards those market risks directly affecting our service and ability to secure new project,including added focus on quality control in the project management process,and improving cost control to

121、 stay within budgets of existing contracts and new contract tenders.For the year ended 31 March 2025,the Group recorded a profit of approximately HK$1.10 million compared to a profit of approximately HK$5.08 million for the year ended 31 March 2024.The decrement of profit during the Reporting Period

122、 was mainly attributable to(i)a decrease of gross profit amounting to approximately HK$4.44 million driven by a decrease in revenue from installation projects amounting to approximately HK$50.88 million;and(ii)impairment loss of trade receivable and contract assets amounting to approximately HK$0.55

123、 million for the Reporting Period compared to a reversal on those losses recorded for the year ended 31 March 2024.The Group will continue to monitor the progress of its ongoing projects with a cost-conscious mindset while delivering products and services of highest standard.Meanwhile,the Group will

124、 continue to identify suitable opportunities and tender for potential projects to maximise the Groups profits and return to the Companys shareholders.The Directors do not recommend the payment of a final dividend in respect of the Reporting Period(2024:Nil).24 OUTLOOKBusiness outlook in Asia across

125、all industries have been affected by global market uncertainties as a result of international events including trade tariff disputes,geopolitical instability,global interest rate hike cycle,and economic slowdown.In particular,since early April 2025,a global trade war has been brewing as the United S

126、tates(the“U.S.”)has imposed tariffs on a growing list of countries,heightening concerns about economic growth and roiling stock markets around the world.On 2 April 2025,the U.S.President announced so-called reciprocal tariffs on imports from about 90 countries,including a 10%across-the-board tariff

127、applied to all imports to the U.S.The U.S.President claimed that the new tariffs are needed to erase trade deficits between the U.S.and other countries,ranging from China to the European Union,and at the same time to boost domestic manufacturing and level the playing field with other countries that

128、impose higher tariffs on U.S.imports than the U.S.charges for their products.Most economists forecast that the tariffs will cause inflation to reignite,while also prompting some U.S.trade partners to retaliate with higher tariffs on American imports to their countries.China being one of the countrie

129、s targeted by the tariffs,these threats in turn pose significant challenges to the economy of Hong Kong.As part of the Groups risk management strategy,balancing cost control and service delivered has become a top priority for the Group as mentioned in the section above headed“Business Review”.Despit

130、e the aforementioned global business outlook,the prospects of the Hong Kong construction market are expected to improve in the coming years,driven by large scale infrastructure projects.We will closely monitor potential business and opportunities associated with Hong Kongs development strategy,inclu

131、ding the“Lantau Tomorrow”,the“Northern Metropolis”and the public housing development scheme.Though the Group faces complexities of the global economic environment,it remains steadfast in addressing challenges with alertness and diligence.The focus is on ensuring that the business is well-prepared to

132、 adapt to economic fluctuations and capitalize on emerging opportunities in 2025 and beyond.Looking forward,the Group maintains a cautious outlook for the reminder of 2025 and will continue to explore partnerships with new and existing suppliers and customers and optimise resource utilisation and ef

133、ficiencies in order to maximise return to the Companys shareholders.The Group will stay alert by regularly reviewing its business and tendering strategies and enhancing its operational efficiency and financial performance.The Directors are of the view that the Company will achieve a sustainable grow

134、th and will identify the right expansion opportunities in the years to come.25 FINANCIAL REVIEWRevenueDuring the Reporting Period,the revenue of the Group decreased to approximately HK$274.62 million from approximately HK$313.39 million for the year ended 31 March 2024,representing a decrease of app

135、roximately HK$38.77 million or 12.37%.Such decrease was mainly attributed to a decrease in revenue from installation projects.The decrement was approximately HK$50.88 million or 25.43%.The decrease in revenue from installation services was attributable to less revenue being recognised in the current

136、 projects of its completion or substantial completion stage and new projects which its work was performed during the Reporting Period.Cost of revenueThe Groups cost of revenue decreased from approximately HK$280.15 million for the year ended 31 March 2024 to approximately HK$245.81 million for the R

137、eporting Period,representing a decrease of approximately HK$34.34 million or 12.26%.The decrease in cost of revenue was in line with the decrease in revenue but at a slightly lower proportional rate.Notwithstanding this,the percentage cost of revenue decreased by a smaller extent during the Reportin

138、g Period compared with the year ended 31 March 2024.These are mainly due to a combination of global events as discussed in the section above headed“Outlook”which have inflated the cost of revenue and disrupted the global supply chain and complementing logistics,causing allocation inefficiencies incl

139、uding in labour,raw materials,and energy resources.These material and labour costs have again directly increased the Companys cost of revenue.Considering these factors in our tendering process,the most recent awarded projects had a lower gross margin compared to the past.26 Gross profit and gross pr

140、ofit marginThe Groups gross profit decreased by approximately HK$4.43 million or 13.33%from approximately HK$33.24 million for the year ended 31 March 2024 to approximately HK$28.81 million for the Reporting Period.The gross profit margin slightly decreased from 10.61%to 10.49%.The decrement of over

141、all gross profit margin was mainly driven by decrement of gross profit margin on installation projects.Administrative and other operating expensesAdministrative and other operating expenses mainly represented the salaries and benefits of the administrative and management staff,insurance,legal and pr

142、ofessional fees,depreciation of plant and equipment and right-of-use assets.The Groups administrative and other operating expenses decreased by approximately HK$0.31 million or 1.14%from approximately HK$27.03 million for the year ended 31 March 2024 to approximately HK$26.72 million for the Reporti

143、ng Period.The decrease in administrative and other operating expenses was primarily due to the decrease in the professional fees incurred during the Reporting Period.Finance costsFinance costs of the Group incurred were approximately HK$2.22 million for the Reporting Period(2024:approximately HK$2.1

144、5 million).Finance costs consist of interest on bank borrowings and interest on lease liabilities.The increase in Groups finance costs for the Reporting Period was due to the increase in interest on bank overdraft secured for operation.Income tax credit/(expense)Income tax for the Group change from

145、approximately HK$0.66 million tax expense for the year ended 31 March 2024 to approximately HK$51,000 tax credit for the Reporting Period.The change was mainly due to the decrease in taxable profit for the Reporting Period.27 Profit for the year attributable to owners of the CompanyFor the year ende

146、d 31 March 2025,the Group recorded a profit of approximately HK$1.10 million as compared to a profit of approximately HK$5.08 million for the year ended 31 March 2024.The decrement of profit during the Reporting Period was mainly attributable to(i)a decrease of gross profit amounting to approximatel

147、y HK$4.44 million driven by a decrease in revenue from installation projects;and(ii)impairment loss of trade receivable and contract assets amounting to approximately HK$0.55 million for the Reporting Period compared to a reversal on those losses recorded for the year ended 31 March 2024.LIQUIDITY,F

148、INANCIAL RESOURCES AND CAPITAL STRUCTUREThe Group finances its liquidity and capital requirements primarily through cash generated from operations,bank borrowings and equity contributions from shareholders.As at 31 March 2025,the Group had cash and bank balances of approximately HK$55.70 million(202

149、4:approximately HK$52.61 million).As at 31 March 2025,the Groups total equity attributable to owners of the Company amounted to approximately HK$158.29 million(2024:approximately HK$156.86 million).As at the same date,the Groups total debt,comprising bank borrowings and lease liabilities,amounted to

150、 approximately HK$44.04 million(2024:approximately HK$52.55 million).BORROWINGS AND GEARING RATIOAs at 31 March 2025,the Group had borrowings of approximately HK$38.77 million which was denominated in Hong Kong Dollars(2024:approximately HK$50.11 million).The Groups bank borrowings were primarily us

151、ed in financing the working capital requirement of its operations.As at 31 March 2025,the gearing ratio of the Group,calculated as the total interest-bearing liabilities divided by the total equity,was approximately 27.82%(2024:approximately 33.50%).28 TREASURY POLICYThe Directors will continue to f

152、ollow a prudent policy in managing the Groups cash balances and maintain a strong and healthy liquidity to ensure that the Group is well placed to take advantage of future growth opportunities.FOREIGN EXCHANGE EXPOSUREAll of the revenue-generating operations and borrowings of the Group were mainly t

153、ransacted in Hong Kong Dollars which is the presentation currency of the Group.As such,the Directors are of the view that the Group did not have significant exposure to foreign exchange risk.The Group currently does not have a foreign currency hedging policy.CAPITAL STRUCTUREThe shares of the Compan

154、y were successfully listed on GEM of the Stock Exchange on 12 February 2018.There has been no change in the capital structure of the Group since then.The share capital of the Group only comprises ordinary shares.As at 31 March 2025,the Companys issued share capital was HK$12 million and the number o

155、f its issued ordinary shares was 1,200,000,000 of HK$0.01 each.CAPITAL COMMITMENTSAs at 31 March 2025,the Group did not have any material capital commitments(2024:Nil).CHARGES ON THE GROUPS ASSETSAs at 31 March 2025,the Group did not have any charges on the Groups assets(2024:Nil).FUTURE PLANS FOR M

156、ATERIAL INVESTMENTS AND CAPITAL ASSETSAs of 31 March 2025,the Group did not have other plans for material investments or capital assets.29 SIGNIFICANT INVESTMENTS HELD,MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES,ASSOCIATES AND JOINT VENTURESDuring the Reporting Period,the Group did not have

157、any significant investments,material acquisition or disposals of subsidiaries,associates or joint ventures.CONTINGENT LIABILITIESAs at 31 March 2025,the Group did not have any material contingent liabilities(2024:Nil).FINAL DIVIDENDSThe Directors do not recommend the payment of a final dividend in r

158、espect of the Reporting Period(2024:Nil).EMPLOYEES AND REMUNERATION POLICYAs at 31 March 2025,the Group had 109 employees in total(2024:116).The staff costs of the Group including directors emoluments,and management,administrative and operational staff costs for the Reporting Period were approximate

159、ly HK$15.68 million(2024:approximately HK$15.88 million)in Hong Kong.The Group recognises the importance of human resources to its success,therefore qualified and experienced personnel were recruited for reviewing and restructuring the Groups existing business,as well as exploring potential investme

160、nt opportunities.Remuneration is maintained at competitive levels with discretionary bonuses payable on a merit basis and in line with industrial practice.A remuneration committee was set up to review the Groups emolument policy and structure for all Directors and senior management of the Group.30 S

161、HARE OPTION SCHEMEThe Company has a share option scheme(the“Share Option Scheme”)which was approved and adopted by the shareholders of the Company by way of written resolutions passed on 24 January 2018.The Share Option Scheme is effective for a period of 10 years commencing on 12 February 2018,the

162、listing date of the Company.Under the Share Option Scheme,the Board may in its absolute discretion determine the subscription price at the time of grant of the relevant option but the subscription price shall not be less than whichever is the highest of:(i)the closing price of the shares as stated i

163、n the Stock Exchanges daily quotations sheet on the date of the granting of the option;(ii)the average closing prices of the shares as stated in the Stock Exchanges daily quotation sheets for the five business days immediately preceding the date of the granting of the option;and(iii)the nominal valu

164、e of a share.An offer of grant of an option may be accepted by a participant within the date as specified in the offer letter issued by the Company,being a date not later than 28 days from the date upon which it is made,by which the participant must accept the offer or be deemed to have declined it,

165、provided that such date shall not be more than 10 years after the date of adoption of the Share Option Scheme.A consideration of HK$1 is payable on acceptance of the offer of grant of an option.The period as the Board may in its absolute discretion determine and specify in relation to any particular

166、 option holder in his option agreement during which the option may be exercised(subject to such restriction on exercisability specified therein),which shall not be greater than the period prescribed by the GEM Listing Rules from time to time(which is,as at the date of adoption of the Share Option Sc

167、heme,a period of 10 years from the date of the granting of the option).Subject to the requirements under the GEM Listing Rules and the terms and conditions of the Share Option Scheme,there is no general requirement on the minimum period for which an option must be held or the performance targets whi

168、ch must be achieved before the option can be exercised upon its grant.31 The limit on the number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other schemes must not exceed 30%of the shares in issue from t

169、ime to time.No options may be granted under any schemes of the Company if this will result in the limit being exceeded.The total number of shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and any other schemes of the Company must not in aggregate ex

170、ceed 10%of the shares in issue at the time dealings in the shares first commenced on the Stock Exchange(excluding the shares which may be issued pursuant to the exercise of the options that may be granted under the Share Option Scheme).Options lapsed in accordance with the terms of the Share Option

171、Scheme or any other schemes will not be counted for the purpose of calculating the 10%limit.Share options do not confer rights to the holders to dividends or to vote at shareholders meetings.As the Company has not refreshed the scheme mandate limit since the adoption of the Share Option Scheme,based

172、 on 1,200,000,000 shares in issue at the time dealings in the shares of the Company commenced on the Stock Exchange,the total number of Shares which the Company was authorised to issue assuming the full exercise of all options to be granted was 120,000,000 shares,representing 10%of the total number

173、of shares then in issue.Pursuant to Rule 23.03D(1)of the GEM Listing Rules,the total number of shares issued and to be issued in respect of all options granted to a participant of the Share Option Scheme in any 12-month period up to the date of grant must not exceed 1%of the shares in issue of the C

174、ompany.The Directors may,at their absolute discretion,invite any person belonging to any of the following classes of participants,to take up options to subscribe for shares under the Share Option Scheme:(a)any employee or proposed employee(whether full-time or part-time and including any executive D

175、irector),consultants or advisers of or to the Company,any of the subsidiaries or any entity(the“Invested Entity”)in which the Company holds an equity interest;(b)any non-executive Directors(including independent non-executive Directors)of the Company,any of the subsidiaries or any Invested Entity;32

176、(c)any supplier of goods or services to the Company or any of its subsidiaries or any Invested Entity;(d)any customer of the Group or any Invested Entity;(e)any person or entity that provides research,development or other technological support to the Group or any Invested Entity;and(f)any shareholde

177、rs of the Company or any shareholder of any of its subsidiaries or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity,and for the purposes of the Share Option Scheme,the options may be granted to any company wholly-owned by one or more person

178、s belonging to any of the above classes of participants.No share option has been granted,exercised,cancelled or lapsed under the Share Option Scheme since its adoption,at the beginning and end of the Reporting Period and as at the date of this announcement.Therefore,the number of shares which may be

179、 issued in respect of options and awards granted under all schemes of the Company during the Reporting Period divided by the weighted average number of shares of the relevant class in issue for the Reporting Period was nil.EVENTS AFTER THE REPORTING PERIODThe Board is not aware of any event after th

180、e Reporting Period that requires disclosure.33 OTHER INFORMATIONA.Directors and Chief Executives Interests and Short Positions in Shares,Underlying Shares and Debentures of the CompanyAs at 31 March 2025,the interests and short positions of the Directors and chief executive of the Company in the sha

181、res,underlying shares and debentures of the Company or any of its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong)(the“SFO”)which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Pa

182、rt XV of the SFO(including interests or short positions which they are taken or deemed to have under such provisions of the SFO)or required to be entered in the register maintained by the Company pursuant to Section 352 of the SFO or which were notified to the Company and the Stock Exchange pursuant

183、 to the required standard of dealings by the Directors as referred to Rules 5.46 to 5.67 of the GEM Listing Rules,were as follows:Long position in the sharesName of Director/Chief ExecutiveCapacity/Nature of InterestNumber of Shares Held(Note 1)Percentage of Issued Share Capital(Note 2)Mr.Poon Ken C

184、hing Keung(“Mr.Ken Poon”)(Notes 3 and 5)Interest in a controlled corporation508,500,00042.37%Mr.Ng Kwok Wai(Notes 4 and 5)Interest in a controlled corporation90,000,0007.50%Ms.Lee To Yin(Notes 4 and 5)Interest in a controlled corporation90,000,0007.50%Ms.Poon Kam Yee Odilia(“Ms.Odilia Poon”)(Notes 4

185、 and 5)Interest in a controlled corporation90,000,0007.50%34 Notes:(1)All interests stated are long positions.(2)The calculation is based on the total number of 1,200,000,000 shares of the Company in issue as at 31 March 2025.(3)Mr.Ken Poon holds the entire issued share capital of Success Step Manag

186、ement Limited(“Success Step”).Success Step,in turn,directly holds 418,500,000 shares of the Company and is deemed to be interested as holder of equity derivative in the 90,000,000 shares of the Company held by Legend Advanced Limited(“Legend Advanced”)as described in note 5 below.Accordingly,Mr.Ken

187、Poon is deemed to be interested in the 508,500,000 shares of the Company which Success Step is deemed to be interested in.(4)Ms.Odilia Poon,Mr.Ng Kwok Wai and Ms.Lee To Yin are interested in approximately 40%,30%and 30%of the issued share capital of Legend Advanced,respectively.Legend Advanced,in tu

188、rn,directly holds 90,000,000 shares of the Company.(5)On 25 January 2018,Legend Advanced entered into the Deed of Undertaking in favour of Success Step and Noble Capital Concept Limited(“Noble Capital”).For further details,please refer to the paragraph headed“History,Reorganisation and Corporate Str

189、ucture Reorganisation”in the prospectus of the Company dated 31 January 2018(the“Prospectus”).Accordingly,each of Success Step,Mr.Ken Poon,Noble Capital and Mr.Poon Ching Tong Tommy (“Mr.Tommy Poon”)is deemed to be interested in the 90,000,000 shares of the Company held by Legend Advanced.Save as di

190、sclosed above,as at 31 March 2025,none of the Directors and chief executive of the Company has any interest or short position in the shares,underlying shares and debentures of the Company or any of its associated corporations(within the meaning of Part XV of the SFO)which were notified to the Compan

191、y and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests or short positions which they are taken or deemed to have under such provisions of the SFO)or required to be entered in the register maintained by the Company pursuant to Section 352 of the SFO or which

192、were notified to the Company and the Stock Exchange pursuant to the required standard of dealings by the Directors as referred to in Rules 5.46 to 5.67 of the GEM Listing Rules.35 B.Substantial Shareholders and Other Persons Interests and Short Positions in Shares and Underlying SharesAs at 31 March

193、 2025,the following person/entity(other than the Directors and chief executives of the Company)had or were deemed to have an interest or a short position in the shares or the underlying shares of the Company which would be required to be disclosed to the Company under the provisions of Divisions 2 a

194、nd 3 of Part XV of the SFO or which were recorded in the register of the Company required to be kept under Section 336 of the SFO,or were directly or indirectly interested in 5%or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings

195、 of the Company or any other member of the Group.Long position in the sharesName of ShareholderCapacity/Nature of InterestNumber of Shares Held(Note 1)Percentage of Issued Share Capital(Note 2)Success Step(Notes 3 and 5)Beneficial owner418,500,00034.87%Holder of equity derivative90,000,0007.50%508,5

196、00,00042.37%Noble Capital(Notes 4 and 5)Beneficial owner391,500,00032.63%Holder of equity derivative90,000,0007.50%481,500,00040.13%Mr.Tommy Poon(Notes 4 and 5)Interest in a controlled corporation481,500,00040.13%Legend Advanced(Note 6)Beneficial owner90,000,0007.50%Ms.Deng Anna Man Li (Note 7)Inter

197、est of spouse508,500,00042.37%Mr.Roberts Christopher John(Note 8)Interest of spouse90,000,0007.50%36 Notes:(1)All interests stated are long positions.(2)The calculation is based on the total number of 1,200,000,000 shares of the Company in issue as at 31 March 2025.(3)Mr.Ken Poon holds the entire is

198、sued share capital of Success Step.Success Step,in turn directly holds 418,500,000 shares of the Company and is deemed to be interested as holder of equity derivative in the 90,000,000 shares of the Company held by Legend Advanced as described in note 5 below.Accordingly,Mr.Ken Poon is deemed to be

199、interested in the 508,500,000 shares of the Company which Success Step is deemed to be interested in.(4)Mr.Tommy Poon holds the entire issued share capital of Noble Capital.Noble Capital,in turn,directly holds 391,500,000 shares of the Company and he is deemed to be interested as holder of equity de

200、rivative in the 90,000,000 shares of the Company held by Legend Advanced as described in note 5 below.As such,Mr.Tommy Poon is deemed to be interested in the 481,500,000 shares of the Company which Noble Capital is deemed to be interested in.(5)On 25 January 2018,Legend Advanced entered into the Dee

201、d of Undertaking in favour of Success Step and Noble Capital.For further details,please refer to the paragraph headed“History,Reorganisation and Corporate Structure Reorganisation”in the Prospectus.Accordingly,each of Success Step,Mr.Ken Poon,Noble Capital and Mr.Tommy Poon is deemed to be intereste

202、d in the 90,000,000 shares of the Company held by Legend Advanced.(6)Ms.Odilia Poon,Mr.Ng Kwok Wai and Ms.Lee To Yin are interested in approximately 40%,30%and 30%of the issued share capital of Legend Advanced,respectively.Legend Advanced,in turn,directly holds 90,000,000 shares of the Company.(7)Ms

203、.Deng Anna Man Li is the spouse of Mr.Ken Poon.By virtue of the SFO,Ms.Deng Anna Man Li is deemed to be interested in the shares of the Company held by Mr.Ken Poon.(8)Mr.Roberts Christopher John is the spouse of Ms.Odilia Poon.By virtue of the SFO,Mr.Roberts Christopher John is deemed to be interest

204、ed in the shares of the Company held by Ms.Odilia Poon.Save as disclosed above,as at 31 March 2025,none of the substantial or significant shareholders or other persons,other than the Directors and chief executives of the Company whose interests are set out in the section“A.Directors and Chief Execut

205、ives Interests and Short Positions in Shares,Underlying Shares and Debentures of the Company”above,had or were deemed to have an interest or a short position in the shares or the underlying shares of the Company which would be required to be disclosed to the Company under the provisions of Divisions

206、 2 and 3 of Part XV of the SFO or which were recorded in the register of the Company required to be kept under Section 336 of the SFO,or were directly or indirectly interested in 5%or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meet

207、ings of the Company or any other member of the Group.37 CORPORATE GOVERNANCE PRACTICE AND COMPLIANCEThe Directors and the management of the Group recognise the importance of sound corporate governance to the long-term success and continuing development of the Group.Therefore,the Board is committed t

208、o upholding good corporate standards and procedures,so as to enhance the accountability system and transparency of the Group,protect the interests of the Companys stakeholders and create value for shareholders of the Company.The Directors recognise the importance of good corporate governance in mana

209、gement and internal procedures so as to achieve effective accountability.The Company adopted the code provisions of the Corporate Governance Code(the“CG Code”)as set out in Appendix C1 of the GEM Listing Rules and had complied with the CG Code throughout the year ended 31 March 2025 and up to the da

210、te of this announcement,except the deviation from code provision C.2.1 of the CG Code as disclosed below.Code provision C.2.1 of the CG Code stipulates that the roles of chairman and chief executive officer should be separate and should not be performed by the same individual.The division of respons

211、ibilities between the chairman and chief executive officer should be clearly established and set out in writing.Mr.Ken Poon is the chairman and the chief executive officer of the Company.Mr.Ken Poon has been the key leadership figure of the Group with over 37 years of experience in the fire services

212、 and water pump installation services in Hong Kong.Mr.Ken Poon has been primarily involved in the overall business development,technical operations and strategic planning of the Group.The Directors are of the view that it would be in the Groups best interest for Mr.Ken Poon to continue performing th

213、e two roles,in order to maintain effective management and business development.Having considered the above factors,the Board considers that the deviation from the code provision C.2.1 of the CG Code is appropriate and that the Company has compiled with the principles and applicable code provisions o

214、f the CG Code during the Reporting Period.During the Reporting Period,the Directors considered that the Company has compiled with the CG Code.CODE OF CONDUCT FOR SECURITIES TRANSACTIONS BY DIRECTORSThe Company has adopted the required standard of dealings as set out in Rules 5.48 to 5.67 of the GEM

215、Listing Rules as the code of conduct regarding securities transactions by the Directors in respect of the shares of the Company(the“Code of Conduct”).The Company has made specific enquiry of all Directors,who have confirmed that they were in compliance with the required standard of dealings set out

216、in the Code of Conduct for the Reporting Period and up to the date of this announcement.38 PURCHASE,SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANYNeither the Company nor any of its subsidiaries has purchased,sold or redeemed any of the shares during the Reporting Period.AUDIT COMMITTEEThe au

217、dit committee of the Company(the“Audit Committee”)was established on 24 January 2018 with its terms of reference in compliance with Rule 5.28 of the GEM Listing Rules and code provisions D.3.3 and D.3.7 of the CG Code.The Audit Committee consists of three members,namely Mr.Yung Chung Hing,Mr.Lam Chu

218、ng Wai and Mr.Chan Shu Yan,Stephen,all being independent non-executive Directors.Mr.Yung Chung Hing currently serves as the chairman of the Audit Committee.The Audit Committee is to assist the Board in fulfilling its responsibilities by providing independent review and supervision of financial repor

219、ting,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.The Audit Committee has reviewed the audited consolidated financial statements and the results of the Group for the Reporting Period and is of the vi

220、ew that such results complied with the applicable accounting standards,the requirements under the GEM Listing Rules and other applicable legal requirements,and that adequate disclosures have been made.REVIEW OF THIS ANNUAL RESULTS ANNOUNCEMENTThis annual results announcement has been reviewed by the

221、 Audit Committee.SCOPE OF WORK OF BDO LIMITED ON THIS ANNUAL RESULTS ANNOUNCEMENTThe figures in respect of the Groups consolidated statement of financial position,consolidated statement of comprehensive income,and the related notes thereto for the Reporting Period as set out in this preliminary anno

222、uncement have been agreed by the Companys auditor,BDO Limited,to the amounts set out in the Groups audited consolidated financial statements for the year ended 31 March 2025.The work performed by BDO Limited in this respect did not constitute an assurance engagement in accordance with Hong Kong Stan

223、dards on Auditing,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 BDO Limited on this preliminary announcement.39 APPRECIATIONThe Company wo

224、uld like to thank the Groups customers,suppliers,business partners for their support.Also,the Company would like to offer its highest gratitude to its shareholders for their devotion and to the Groups employees for their loyalty and contributions made during the year.By Order of the BoardVistar Hold

225、ings LimitedPoon Ken Ching KeungChairman and Chief Executive OfficerHong Kong,30 June 2025As at the date of this announcement,the executive Directors are Mr.Poon Ken Ching Keung(Chairman),Mr.Ng Kwok Wai and Ms.Lee To Yin and the non-executive Director is Ms.Poon Kam Yee Odilia and the independent no

226、n-executive Directors are Mr.Yung Chung Hing,Mr.Lam Chung Wai and Mr.Chan Shu Yan Stephen.This announcement will remain on the“Latest Listed Company Information”page of the website of the Stock Exchange at www.hkexnews.hk for a minimum period of 7 days from the date of its publication.This announcement will also be published on the website of the Company at .