ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 MARCH 2024

Hong 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 reliance upon the whole or any part of the contents of this announcement.MODERN HEALTHCARE TECHNOLOGY HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock code: 919) ANNOUNCEMENT OF ANNUAL RESULTS FOR THE YEAR ENDED 31 MARCH 2024 The Board of Directors (“the Board”) of MODERN HEALTHCARE TECHNOLOGY HOLDINGS LIMITED (“the Company”) is pleased to announce the consolidated results of the Company and its subsidiaries (collectively referred to as “the Group”) for the year ended 31 March 2024 (“FY2024” or “the year under review”) with comparative figures for the year ended 31 March 2023 (“FY2023”) as follows. The consolidated results for the year ended 31 March 2024 have been reviewed by the audit committee of the Company.CONSOLIDATED STATEMENT OF PROFIT OR LOSS For the year ended 31 March 2024 20242023 Note HK$’000 HK$’000 Revenue 5 454706 406327 Other income 6 8841 34493 Cost of inventories sold (14475) (11605) Advertising costs (4214) (3051) Building management fees (12128) (11950) Bank charges (22717) (21604) Employee benefit expenses 7(a) (287433) (274892) Depreciation and amortisation (76634) (87235) Other operating expenses (50361) (42400) –1–20242023 Note HK$’000 HK$’000 Loss from operations (4415) (11917) Finance costs 7(c) (5917) (1771) Interest income 4142 891 Fair value change on investment properties (5800) (5490) Net gain on disposal of subsidiaries 2402 – Loss before taxation 7 (9588) (18287) Income tax credit/(expense) 8 962 (1839) Loss for the year (8626) (20126) Attributable to: Equity shareholders of the Company (9571) (20607) Non-controlling interests 945 481 Loss for the year (8626) (20126) Loss per share (HK cents) 9 Basic (1.06) (2.28) Diluted (1.06) (2.28) – 2 –CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 31 March 2024 20242023 HK$’000 HK$’000 Loss for the year (8626) (20126) Other comprehensive income for the year (after tax and reclassification adjustments): Items that may be reclassified subsequently to profit or loss: – Exchange differences on translation of foreign operations 555 797 – Release of exchange reserve upon disposal of subsidiaries (1422) – Other comprehensive income for the year (867) 797 Total comprehensive income for the year (9493) (19329) Attributable to: Equity shareholders of the Company (10438) (19810) Non-controlling interests 945 481 Total comprehensive income for the year (9493) (19329) – 3 –CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 March 2024 20242023 Note HK$’000 HK$’000 Non-current assets Property plant and equipment 195911 128826 Investment properties 39100 44900 Intangible assets – – Goodwill – – Deposits and prepayments 10 12530 5313 Deferred tax assets 206 423 247747179462 Current assets Inventories 8391 7819 Trade and other receivables deposits and prepayments 10 134043 145486 Tax recoverable 93 3206 Pledged bank deposits 27106 47846 Bank deposits with original maturity over three months 5674 5620 Cash and bank balances 187982 171910 363289381887 Current liabilities Trade and other payables deposits received and accrued expenses 11 51861 71532 Deferred revenue 12 251383 242762 Lease liabilities 55725 25777 Bank loan 597 – Tax payable 1585 2431 361151342502 Net current assets 2138 39385 Total assets less current liabilities 249885 218847 –4–20242023 Note HK$’000 HK$’000 Non-current liabilities Lease liabilities 49895 14333 Bank loan 355 – Long service payment liabilities 3108 – Reinstatement provision 11 1991 – Deferred tax liabilities 149 634 5549814967 NET ASSETS 194387 203880 CAPITAL AND RESERVES Share capital 90448 90448 Reserves 98884 109322 Total equity attributable to equity shareholders of the Company 189332 199770 Non-controlling interests 5055 4110 TOTAL EQUITY 194387 203880 – 5 –NOTES TO THE ANNOUNCEMENT (Expressed in Hong Kong dollars unless otherwise indicated) 1 GENERAL INFORMATION Modern Healthcare Technology Holdings Limited (“the Company”) was incorporated in the Cayman Islands with limited liability. The address of its registered office is PO Box 309 GT Ugland House Grand Cayman KY1-1104 Cayman Islands. The address of its principal place of business is Work Shop Nos. 66-68 6th Floor Sino Industrial Plaza 9 Kai Cheung Road Kowloon Bay Kowloon Hong Kong. The Company’s shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (“the Stock Exchange”).The Company is an investment holding company. The principal activities of its subsidiaries are provision of beauty and wellness services and the sales of skincare and wellnessproducts. In the opinion of the directors of the Company Dr. Tsang Yue Joyce (“Dr.Tsang”) who is a director of the Company is the ultimate controlling party of the Company. 2 STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION The consolidated results set out in this announcement do not constitute the Group’s consolidated financial statements for the year ended 31 March 2024 but are extracted from those financial statements.The financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards (“HKFRSs”) which collective term includes all applicable individual Hong Kong Financial Reporting Standards Hong Kong Accounting Standards (“HKASs”) and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and the disclosure requirements of the Hong Kong Companies Ordinance. The financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange.The HKICPA has issued certain amendments to HKFRSs that are first effective or available for early adoption for the current accounting period of the Group. Note 3 provides information on any changes in accounting policies resulting from initial application of these developments to the extent that they are relevant to the Group for the current and prior accounting periods reflected in these financial statements.The consolidated financial statements for the year ended 31 March 2024 comprise the Company and its subsidiaries (“the Group”).The preparation of financial statements in conformity with HKFRSs requires management to make judgements estimates and assumptions that affect the application of policies and reported amounts of assets liabilities income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.– 6 –The estimates and underlying 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.Judgements made by management in the application of HKFRSs that have significant effect on the financial statements and major sources of estimation uncertainty are discussed in the consolidated financial statements. 3 CHANGES IN ACCOUNTING POLICIES (i) New and amended HKFRSs The Group has applied the following new and amended HKFRSs issued by the HKICPA to these financial statements for the current accounting period: * HKFRS 17 Insurance contracts * Amendments to HKAS 8 Accounting policies changes in accounting estimates and errors: Definition of accounting estimates * Amendments to HKAS 1 Presentation of financial statements and HKFRS Practice Statement 2 Making materiality judgements: Disclosure of accounting policies * Amendments to HKAS 12 Income taxes: Deferred tax related to assets and liabilities arising from a single transaction * Amendments to HKAS 12 Income taxes: International tax reform – Pillar Two model rules (ii) New HKICPA guidance on the accounting implications of the abolition of the MPF-LSP offsetting mechanism In June 2022 the Hong Kong SAR Government (the “Government”) gazetted the Hong Kong Employment and Retirement Schemes Legislation (Offsett ing Arrangement) (Amendment) Ordinance 2022 (the “Amendment Ordinance”) which will come into effect from 1 May 2025 (the “Transit ion Date”). Once the Amendment Ordinance takes effect an employer can no longer use any of the accrued benefits derived from its mandatory contributions to mandatory provident fund (“MPF”) scheme to reduce the long service payment (“LSP”) in respect of anemployee’s service from the Transition Date (the abolition of the “offsettingmechanism”). In addition the LSP in respect of the service before the Transition Date will be calculated based on the employee’s monthly salary immediately before the Transition Date and the years of service up to that date. In July 2023 the HKICPA published Accounting implications of the abolition of the MPF-LSP offsetting mechanism in Hong Kong that provides accounting guidance relating to the offsetting mechanism and the abolition of the mechanism. The change in accounting policy did not have a material impact to the Group’s financial statements.– 7 –None of these developments have had a material effect on how the Group’s results and financial position for the current or prior periods have been prepared or presented. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period. 4 SEGMENT INFORMATION The Group has two reportable segments as follows: Beauty and wellness services – Provision of beauty and wellness services Skincare and wellness products – Sales of skincare and wellness products The Group’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. Segment profits do not include other income interest income and fair value changes on investment properties net gain on disposal of subsidiaries unallocated costs which comprise corporate administrative expenses and income tax credit/expense. Segment assets do not include investment properties deferred tax assets and tax recoverable. Segment liabilities do not include tax payable deferred tax liabilities and amounts due to related companies and the ultimate controlling party.(a) Information regarding the Group’s reportable segments as provided to the Group’s most senior executive management for the purposes of resource allocation and assessment of segment performance for the years ended 31 March 2024 and 2023 is set out below.Beauty and Skincare and wellness wellness services products Total HK$’000 HK$’000 HK$’000 Year ended 31 March 2024 Revenue from external customers 419688 35018 454706 Reportable segment (loss)/profit (10052) 17279 7227 Other segment information: Additions to property plant and equipment (excluding acquisition of a subsidiary) 136566 9072 145638 Depreciation and amortisation 71874 4760 76634 As at 31 March 2024 Reportable segment assets 556458 15179 571637 Reportable segment liabilities 388948 25927 414875 – 8 –Beauty and Skincare and wellness wellness services products Total HK$’000 HK$’000 HK$’000 Year ended 31 March 2023 Revenue from external customers 373444 32883 406327 Reportable segment (loss)/profit (42201) 14903 (27298) Other segment information: Additions to property plant and equipment 63394 3859 67253 Depreciation and amortisation 81967 5268 87235 As at 31 March 2023 Reportable segment assets 502500 10320 512820 Reportable segment liabilities 334488 19789 354277 (b) Reconciliations of reportable segment loss assets and liabilities 20242023 HK$’000 HK$’000 Loss Reportable segment profit/(loss) 7227 (27298) Other income 8841 34493 Interest income 4142 891 Fair value change on investment properties (5800) (5490) Net gain on disposal of subsidiaries 2402 – Unallocated costs (26400) (20883) Income tax credit/(expense) 962 (1839) Consolidated loss for the year (8626) (20126) Assets Reportable segment assets 571637 512820 Investment properties 39100 44900 Deferred tax assets 206 423 Tax recoverable 93 3206 Consolidated total assets 611036 561349 –9–20242023 HK$’000 HK$’000 Liabilities Reportable segment liabilities 414875 354277 Tax payable 1585 2431 Deferred tax liabilities 149 634 Amounts due to related companies 38 125 Amount due to the ultimate controlling party 2 2 Consolidated total liabilities 416649 357469 (c) Geographic information The following table sets out information about the geographical location of (i) the Group’s revenue from external customers and (ii) the Group’s property plant and equipment (“specified non-current assets”). The geographical location of customers is based on the location at which the services were provided or the goods delivered.The geographical location of the specified non-current asset is based on the physical location of the asset in the case of property plant and equipment. Specified non-current assets do not include investment properties intangible assets goodwill deferred tax assets and deposits and prepayments.Revenue from Specified external customers non-current assets 2024202320242023 HK$’000 HK$’000 HK$’000 HK$’000 Hong Kong (place of domicile) 399381 350572 154280 95528 PRC 4546 8727 – 2552 Singapore 49991 45716 40460 29542 Australia 788 1312 1171 1204 454706406327195911128826 – 10 –5 REVENUE The principal activities of the Group are the provision of beauty and wellness services and sales of skincare and wellness products.The amount of each significant category of revenue is as follows: 20242023 HK$’000 HK$’000 Revenue from contracts with customers within the scope of HKFRS 15 Revenue recognised from provision of beauty and wellness services and expiry of prepaid beauty packages 419688 373444 Sales of skincare and wellness products 35018 32883 454706406327 Since all the revenue comprises revenue recognised from provision of beauty and wellness services and expiry of prepaid beauty packages and sales of skincare and wellness products transferred to customers at a point in time no revenue is derived from services transferred over time.Disaggregation of revenue from contracts with customers by geographical segment is disclosed in note 4(c). 6 OTHER INCOME 20242023 HK$’000 HK$’000 Income from provision of domestic helper agency services 2725 2806 COVID-19-related rent concessions received – 1721 Rental income 1553 1553 Government grants (note) – 23730 Net gain on disposal of property plant and equipment 2550 270 Others 2013 4413 884134493 Note: During the year ended 2023 the Group successfully applied for funding support from the Government and other authorities. The purpose of those funding was to provide financial support to enterprises under COVID-19 situation.– 11 –7 LOSS BEFORE TAXATION Loss before taxation is arrived at after charging: (a) Employee benefit expenses (including directors’ remuneration) 20242023 HK$’000 HK$’000 Salaries wages and other benefits 272635 261914 Contributions to defined contribution retirement plans 14166 12978 Long service payments 632 – 287433274892 (b) Other items 20242023 HK$’000 HK$’000 Auditor’s remuneration 4394 4164 Net foreign exchange loss 162 32 (c) Finance costs 20242023 HK$’000 HK$’000 Interest on lease liabilities 5907 1771 Interest on bank loan 10 – 59171771 – 12 –8 INCOME TAX IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS Taxation in the consolidated statement of profit or loss represents: 20242023 HK$’000 HK$’000 Current tax – Hong Kong Profits Tax Provision for the year 377 499 Over-provision in respect of prior years (2286) (208) (1909)291 Current tax – Overseas Provision for the year 1572 936 Over-provision in respect of prior years (6) (179) 1566757 Deferred tax Originated and reversal of temporary differences (619) 791 Tax (credit)/expense (962) 1839 The provision for Hong Kong Profits Tax for 2024 is calculated at 16.5% (2023: 16.5%) of the estimated assessable profits for the year except for one subsidiary of the Group which is a qualifying corporation under the two-tiered Profits Tax rate regime.For this subsidiary the first HK$2 million of assessable profits are taxed at 8.25% and the remaining assessable profits are taxed at 16.5%. The provision for Hong Kong Profits Tax for this subsidiary was calculated at the same basis in 2023.Taxation for overseas subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant countries. 9 LOSS PER SHARE The calculation of basic loss per share is based on the loss attributable to ordinary equity shareholders of the Company of HK$9571000 (2023: HK$20607000) and the weighted average number of 904483942 ordinary shares (2023: weighted average number of 904483942 ordinary shares) in issue during the year. Diluted loss per share is the same as basic loss per share as there were no dilutive potential shares in issue throughout the years ended 31 March 2024 and 2023.– 13 –10 TRADE AND OTHER RECEIVABLES DEPOSITS AND PREPAYMENTS 20242023 HK$’000 HK$’000 Non-current assets Deposits and prepayments 12530 5313 Current assets Trade receivables net of loss allowance for expected credit loss 19809 14615 Trade deposits retained by bank/credit card companies (Note) 89099 102539 Rental and other deposits prepayments and other receivables 25130 28140 Amounts due from related companies 5 192 134043145486 146573150799 Note: Trade deposits represent trade receivables that were retained by the banks/credit card companies in reserve accounts to secure the Group’s performance of services to customers who paid for the services by credit cards in accordance with the merchant agreements entered into between the Group and the banks/credit card companies.(a) Ageing analysis As of the end of the reporting period the ageing analysis of trade receivables based on the invoice date and net of allowance for expected credit loss is as follows: 20242023 HK$’000 HK$’000 0 – 30 days 10814 6796 31 – 60 days 1968 2291 61 – 90 days 3050 1886 91 – 180 days 3977 3642 1980914615 Trade receivables are due within 7 – 180 days (2023: 7 – 180 days) from the date of billing.– 14 –The ageing analysis of the trade receivables based on the payment due date and net of allowance for expected credit losses is as follows: 20242023 HK$’000 HK$’000 Current (not past due) 19758 13474 Less than 30 days past due 1 136 31 – 60 days past due – 377 61 – 90 days past due – 58 91 – 180 days past due 50 570 1980914615 (b) Impairment of trade receivables No expected credit loss allowance was provided in respect of trade receivables during the years ended 31 March 2024 and 2023. 11 TRADE AND OTHER PAYABLES DEPOSITS RECEIVED AND ACCRUED EXPENSES 20242023 HK$’000 HK$’000 Non-current liabilities Reinstatement provision 1991 – Current liabilities Trade payables 1323 1323 Other payables deposits received and accrued expenses 50498 70082 Amount due to the ultimate controlling party 2 2 Amounts due to related companies 38 125 5186171532 5385271532 All of the trade and other payables deposit received and accrued expenses are expected to be settled or recognised as income within one year or are repayable on demand.As of the end of the reporting period the ageing analysis of trade payables based on the invoice date is as follows: 20242023 HK$’000 HK$’000 Within 90 days 930 1314 Over 90 days 393 9 13231323 – 15 –12 DEFERRED REVENUE (a) An ageing analysis of deferred revenue based on invoice date is as follows: 20242023 HK$’000 HK$’000 Within 1 year 251383 242762 (b) Movement of deferred revenue: 20242023 HK$’000 HK$’000 At the beginning of the year 242762 204183 Gross receipts from sales of prepaid beauty packages 433531 412077 Revenue recognised for provision of beauty and wellness services and expiry of prepaid beauty packages (419688) (373444) Disposal of subsidiaries (4790) – Exchange differences (432) (54) At the end of the year 251383 242762 The amount of revenue recognised for the year ended 31 March 2024 (2023: year ended 31 March 2023) that was included in deferred revenue as at 1 April 2023 was HK$242762000 (1 April 2022: HK$204183000). 13 DIVIDENDS The Board does not recommend the payment of a final dividend for the year ended 31 March 2024 (2023: Nil).– 16 –BUSINESS REVIEW Overview During the financial year ended 31 March 2024 (“FY2024” or “the year under review”) revenue of the Group amounted to approximately HK$454.7 million representing an increase of 11.9% compared with approximately HK$406.3 million for the year ended 31 March 2023 (“FY2023” or the “same period last year”). The receipts from sales of prepaid beauty packages during the year under review was HK$433.5 million an increase of 5.2% over the same period last year. The employee benefit expenses and depreciation charge of other properties leased for own use increased by 4.6% to HK$287.4 million and decreased by 7.6% to HK$66.4 million respectively as compared with the same period last year. The Group recorded an operating loss of HK$4.4 million during the year under review (FY2023: operating loss of HK$11.9 million).Below is the key statistics: For the year ended 31 March 2024 2023 Change Revenue (HK$ million) 454.7 406.3 +11.9% Operating loss margin (%) –1.0 –2.9 +1.9 percentage points Net loss margin (%) –1.9 –5.0 +3.1 percentage points Number of shops 45 46 –1 Employee benefit expenses (HK$ million) 287.4 274.9 +4.6% – Depreciation charge of other properties leased for own use (HK$ million) 66.4 71.8 –7.6% Total dividend per ordinary share (HK cents) Nil Nil – Annual dividend pay-out ratio (%) N/A N/A – Gearing ratio (%) 0.5 N/A – Note: Gearing ratio represents bank loan over total equity.Hong Kong During weekends and holidays there is a mass exodus of people from Hong Kong to Shenzhen for shopping. With the increasing volume of cross-border consumption the impact on Hong Kong retail sector and total employment is profound. The changing consumption pattern is certainly a cause of concern for Hong Kong’s future economic development. Nonetheless leveraging on the industry leadership good reputation and customer confidence built over years the Group is confident that these challenges will be overcome effectively.– 17 –Revenue in Hong Kong during FY2024 increased by 13.9%. Revenue from services rendered and receipts from prepaid beauty packages during FY2024 were HK$372.7 million and HK$386.1 million respectively (FY2023: HK$327.0 million and HK$364.5 million) representing increase of 14.0% and increase of 5.9% respectively. Revenue from sales of skincare and wellness products was HK$26.7 million in FY2024 (FY2023: HK$23.5 million). Our customers in Hong Kong amounted up to a total of approximately 437000 during the year under review representing an increase of 0.9% as compared to approximately 433000 in the same period last year.Our Group has managed to reshuffle the portfolio of shops in Hong Kong and retain our staff as much as we can and strive to enhance the operational efficiency in order to achieve long term healthy development for the Group. We will continue to ensure the safety and quality of the services and products offered in our beauty and wellness centres.In terms of the sales of skincare and wellness products as of 31 March 2024 the Group had a total of 8 stores under the names of “be Beauty Shop” located across Hong Kong Kowloon and New Territories. More than 100 varieties of products are available for sale under different series of skincare service including “Y.U.E” “Advanced Natural” “be” “Care Plus” “Cellnoc” “Malu Wilz” “Dr Plus” “Castille” “Eclat du teint” “p.e.n” “FERRECARE” “Byotea” “Mu-lan Spa” “Natural Care” “Veribel” which can fulfil the needs of customers with different skin types.Mainland China Before the end of FY2024 our two wholly owned foreign enterprises operating a total of 3 service centres in Shanghai and Guangzhou were disposed to a third party. The past performance of our China salon business has long been unsatisfactory in particular during and after the COVID-19 pandemic. The Group will focus our resources on the Hong Kong and Singapore market.During the year under review our service income and receipts from prepaid beauty packages in Mainland China amounted to HK$4.5 million and HK$5.2 million respectively representing a decrease of 48.4% and a decrease of 11.4% respectively as compared to the same period last year.Singapore During FY2024 the Group operated a total of 7 beauty and wellness service centres in Singapore (FY2023: 6). During FY2024 the revenue from operations in Singapore was HK$50.0 million as compared with HK$45.7 million for the same period last year.Revenue recognised for provision of beauty and wellness services and receipts from sales of prepaid beauty packages in Singapore amounted to HK$42.5 million and HK$42.3 million respectively as compared with HK$37.7 million and HK$41.7 million for the same period last year.– 18 –The Group will proceed with its Singapore business development in a prudent and steady manner. With relentless dedication to customer satisfaction we will continue to focus on providing quality services that serve our customers well and enhance our brand awareness.Financial Review Revenue Set out below is a breakdown on the revenue of the Group by service lines and product sales during FY2024 (with comparative figures for FY2023): For the year ended 31 March 20242023 Percentage Percentage Sales mix HK$’000 of revenue HK$’000 of revenue Change Beauty & facial 315827 69.5% 274627 67.6% +15.0% Slimming 88641 19.5% 82450 20.3% +7.5% Spa and massage 15220 3.3% 16367 4.0% –7.0% Beauty and wellness services 419688 92.3% 373444 91.9% +12.4% Sales of skincare and wellness products 35018 7.7% 32883 8.1% +6.5% Total 454706 100% 406327 100% +11.9% Revenue of the Group was mainly contributed by the beauty facial and slimming services. The Group’s revenue from beauty and wellness services increased by about 12.4% from approximately HK$373.4 million in FY2023 to approximately HK$419.7 million in FY2024.The Group reported that gross receipts from the sales of new prepaid beauty packages of the Group amounted to HK$433.5 million during FY2024 representing an increase of 5.2% compared with HK$412.1 million for FY2023 while cash and cash equivalents at year end maintained at a healthy level.– 19 –Set out below is an analysis on the deferred revenue: For the year ended 31 March 20242023 Movement of deferred revenue Hong Kong Mainland Singapore Total Hong Kong Mainland Singapore Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 At beginning of the year 216265 4280 22217 242762 178766 7707 17710 204183 Exchange differences – (175) (257) (432) – (577) 523 (54) Gross receipts from sales of prepaid beauty packages 386062 5165 42304 433531 364533 5829 41715 412077 Revenue recognised for provision of beauty and wellness services and expiry of prepaid beauty package (372724) (4480) (42484) (419688) (327034) (8679) (37731) (373444) Disposal of subsidiaries – (4790) – (4790) – – – – At the end of the year 229603 – 21780 251383 216265 4280 22217 242762 Employee benefit expenses Employee benefit expenses (including staff’s salaries and bonuses as well as directors’ remunerations) represented the largest component of the Group’s operating costs. During the year under review employee benefit expenses increased by about 4.6% from HK$274.9 million in FY2023 to approximately HK$287.4 million. Employee benefit expenses accounted for 63.2% of our revenue in FY2024 as compared to 67.7% for FY2023. The total headcount of the Group as at 31 March 2024 decreased by 3.7% to 844 as compared to a headcount of 876 for FY2023. The Group’s remuneration policies are in line with the prevailing market practices and are determined based on the individual performance and experience. For the purpose of motivating and rewarding our staff discretionary bonus and share options may be granted to eligible employees based on individual performance and the Group’s results. The Group introduced the elite system whereby excellent staff with outstanding performance may receive discretionary bonus in recognition of their contribution.Depreciation charge of other properties leased for own use During the year under review the Group’s depreciation of other properties leases for own use were approximately HK$66.4 million (2023: HK$71.8 million) accounting for approximately 14.6% of our revenue (2023: 17.7%). As of 31 March 2024 the Group operated a total of 36 service centres in Hong Kong and Singapore with a total weighted average gross floor area of 169000 square feet representing a decrease of 1.2% as compared to 171000 square feet in FY2023.– 20 –Bank charges advertising costs and building management fees Bank charges recorded changes in line with gross receipts from sales of new prepaid beauty packages which increased by 5.2% to HK$22.7 million. Advertising costs amounted to HK$4.2 million which remain the same as compared for the same period last year. Advertising costs as a percentage of revenue in FY2024 was 0.9% which remained stable compared with that of the same period last year. This reflected the Group’s ability to enjoy cost advantage in advertising costs as it could spread such costs across an enlarged service centre network that covers Hong Kong and Singapore.Advertising cost is allocated in an effective way to raise brand awareness and capture a greater market share. Building management fees increased by about 1.5% from HK$12.0 million in FY2023 to approximately HK$12.1 million during the year under review. It accounts for 2.7% of our revenue in FY2024 as compared to 2.9% for FY2023.Other operating expenses Set out below is a breakdown of the other operating expenses of the Group during FY2024 (with comparative figures for FY2023): For the year ended 31 March 20242023 HK$’000 HK$’000 Audit Fee 4394 4164 Administrative expenses (Note) 6868 5971 Cleaning sanitary and laundry 6434 6097 Consultancy fee 2227 2407 Government rent and rates 3675 3452 Insurance 3085 2848 Legal and professional fee 2124 2601 Repair and maintenance expenses 6871 4241 Utilities 7550 6222 Other expenses (Note) 7133 4397 5036142400 Note: The administrative expenses for each of the years ended 31 March 2023 and 2024 included motor vehicles expenses postage and courier expenses printing and stationary telephone and fax and transportation expenses. The other expenses for each of the years ended 31 March 2023 and 2024 mainly included recruitment training and internet expenses.Net loss The net loss attributable to equity shareholders of the Company was approximately HK$9.6 million in FY2024 as compared to the net loss attributable to equity shareholders of the Company of HK$20.6 million in FY2023. The Group will continue to expand its business when opportunities arise in order to achieve the long-term value added objective of maximising shareholders’ returns.– 21 –Dividend per share The Board did not recommend any final dividend to the shareholders of the Company for the year under review (FY2023: Nil). As no interim dividend had been approved by the Board for the six months ended 30 September 2023 the total dividend for the year ended 31 March 2024 will be nil (FY2023: Nil). Liquidity financial resources and capital structure The Group generally finances its liquidity requirements through the gross receipts from sales of prepaid beauty packages and settlement of credit card prepayment transactions with banks. During the year under review the Group maintained a healthy financial position with cash and bank balances of approximately HK$193.6 million (FY2023: HK$177.5 million) with bank borrowings of HK$1.0 million (FY2023: Nil). The Group’s cash is primarily used as working capital and to finance our normal operating expenses as well as to pay for the purchase of skincare and wellness products materials and consumable used in the provision of beauty and wellness services. During the year under review except for cash at bank held for daily operation the majority of the Group’s cash was held under fixed and savings deposits as in line with the Group’s prudent treasury policies.Capital expenditure The total capital expenditure of the Group (excluding additions to right-of-use assets for leases of properties for own use) during the year under review was approximately HK$14.6 million as compared to HK$14.3 million for the same period last year. The amount was mainly used leasehold improvements and equipment and machinery and motor vehicles in connection with the expansion and integration of its service network in Hong Kong and Singapore.Contingent liabilities and capital commitment The Board considered that there was no material contingent liabilities as at 31 March 2024. The Group had capital commitment of HK$1.0 million as at 31 March 2024 (31 March 2023: HK$2.1 million) mainly for the acquisition of plant and equipment.Charges on assets As of 31 March 2024 the Group had pledged bank deposits of HK$27.1 million (31 March 2023: HK$47.8 million) in favour of certain banks to secure banking facilities granted to certain subsidiaries in the Group.At 31 March 2024 ownership interests in leasehold land and buildings held for own use with carrying values of HK$50.5 million (2023: HK$Nil) were pledged as securities for banking facilities.– 22 –Foreign exchange risk exposures The Group’s transactions were mainly denominated in Hong Kong Dollars. However the fluctuation in exchange rates of Hong Kong Dollars against and Singapore Dollars also affected the operating costs as the Group expanded its business to Mainland China and Singapore. Management will closely monitor the risk exposures faced by the Group and will take necessary actions to minimise potential risks and strike a balance between our exposure and return so as to properly hedge such exposures.Human resources and training The Group had a workforce of 844 staff as of 31 March 2024 (31 March 2023: 876 staff) including 685 front-line service centre staff in Hong Kong and 70 in Singapore.Back office staff totalled 67 in Hong Kong 19 in Singapore and 3 in Australia. The Group reviews its remuneration policies on a regular basis with reference to the legal framework market conditions and performance of the Group and individual staff. The Remuneration Committee also reviews the remuneration policies and packages of executive directors and senior management.Pursuant to the remuneration policies of the Group employees’ remunerations comply with the legal requirements of all jurisdictions in which we operate and are in line with the market rates. During the year under review total employee benefit expenses including directors’ emoluments amounted to HK$287.4 million representing an increase of 4.6% as compared to HK$274.9 million in FY2023. To enhance the service quality and core skills of our staff the Group regularly organises training programs designed by the Group’s senior management for its staff. In addition the seminars also facilitate the interaction and communication between the Group’s management and the general staff.Outlook On 30 May 2024 Companies Registry has granted the trust or company service provider license to Top Care Corporate Services (Hong Kong) Limited (the “Licensee”) which is the wholly owned subsidiary of the Company. The Licensee is licensed to carry on a trust or company service business in Hong Kong. Our highly-experienced professional team guides through every aspect of setting up and running companies and trusts with extensive knowledge of local rules and regulations in the region. Leveraging our global network and local expertise we deliver exceptional client services with a view to building long-term relationships.In November 2023 our Group has acquired 100% shares of Singapore Spa Institute Pte.Ltd. which has been engaged in Singapore for many years in the provision of consultancy training and assessment in the spa industry with a particular focus on spa therapists’ knowledge and skills.– 23 –Singapore Spa Institute Pte. Ltd. offers full qualifications certifiable courses short courses and even company-specific contextualized training systems. Together with our long-established Beauty Expert International Academy in Hong Kong our goal is to raise the professionalism and standards of the spa beauty and wellness industry through our quality training and education in both Hong Kong and Singapore to the benefit of our Group and the society as a whole In November 2023 the Group has opened its second GIG Café shop in Singapore.Leveraging on our strong customer network and services management that facilitate excellent quality assurance in Singapore the Group aspires to continue developing and expanding our business scope to food and beverage services in Singapore.Looking ahead parallel to our focus on beauty and slimming business the Group will also actively seek new investment opportunities. The Group will persistently uphold the principles of quality products professional services and honest operation.Environmental Policies and Performance The Group understands that its business has an impact on the environment and recognises the importance of sound environmental management practices and sustainable business operations. It is committed to comply with the relevant environmental standards and policies related to its business operations as set by the relevant governments. The Group has implemented a number of environment-friendly measures in its operations and workplaces including but not limited to retail shops warehouses and offices. In its day-to-day operations the Group advocates “paperless office” and actively promotes electronic management information system. It also sets up required equipment in order to arrange different kinds of meeting by using teleconference and video conference resulting in savings in time and resources. For retail shops the Group has implemented energy saving practices by using some LED lighting fixtures.Compliance with Laws and Regulations The Group recognises the importance of compliance with regulatory requirements and risks of non-compliance with such requirements. The Group has conducted on-going review of the newly enacted laws and regulations affecting the operations of the Group and provides relevant trainings and guidance to the staff. The Group has complied with the relevant laws and regulations of its places of operation that have significant impact on the operations of the Group for the year ended 31 March 2024.– 24 –Key Relationships (a) Employees The Group believes that employees are a key element to the success of its business so it strives to maintain a high staff retention rate by providing competitive remuneration package and developing harmonious workplace. To enhance capabilities and effectiveness of its employees in operation the Group provides them with a comprehensive training program which includes quality service skills product knowledge and language and interpersonal skills. In addition the Group would organise regular retail staff gatherings to promote team spirits and award retail staff who had outstanding sales performance.(b) Consumers The Group provides direct service to consumers in its retail and salon shops. To ensure continuous improvement of the quality of products and services the Group regularly conducts internal and external market surveys to interact with consumers to gain market insights and feedback.(c) Suppliers The Group has established long standing cooperation relationship with certain suppliers. It selects its suppliers prudently. The relevant suppliers need to fulfill certain assessment criteria of the Group including among others financial capability reputation and history of meeting our standards for raw materials or finished products.(d) Shareholders and Investors The Board believes effective communication and accurate and timely information disclosure builds the Shareholders’ and investors’ confidence and also facilitates the flow of constructive feedback and ideas that are beneficial for investor relations and future corporate development.Principal risks and uncertainties 1. Macroeconomic changes – The Group’s business is sensitive to the general economic conditions and other factors like consumer credit. 2. Regulatory & political risk of business – This includes legal regulation update in Hong Kong especially the Trade Description Ordinance Chapter 362 Law of Hong Kong since the Group’s business mainly operates in Hong Kong. In addition the Group would develop markets in Mainland China further which also bring more risk in relation to regulatory and political changes.– 25 –3. Market competition – The Group is under intense pressure to compete on both price and service as large and small regional or niche competitors attempt to increase market share. 4. Foreign currency risk associated with the Group’s investment – The Group may be exposed to transaction and translation (exchange rate) risks particularly Renminbi Singapore Dollars and Australian Dollars and associated financial cost risks. 5. Rising costs of Hong Kong business – This mainly refers to increasing operational cost resulting from uncertain economic environment. 6. Reputation and performance risk of skincare and wellness products business of the Group – The Group’s business is dependent on its reputation and quality of service and the Group may lose potential business if the quality of its products and service are called into question.PURCHASE SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES During the year under review the Company did not redeem and neither the Company nor any of its subsidiaries purchased or sold any of the Company’s listed securities.CLOSURE OF REGISTER OF MEMBERS The Annual General Meeting (“AGM”) is scheduled to be held on Wednesday 28 August 2024. For determining the entitlement to attend and vote at the AGM the register of members of the Company will be closed from Friday 23 August 2024 to Wednesday 28 August 2024 both days inclusive during which period no transfer of Share will be effected. In order to be eligible to attend and vote at the AGM all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong Tricor Investor Services Limited 17/F. Far East Finance Centre 16 Harcourt Road Admiralty Hong Kong for registration not later than 4:30 p.m. on Thursday 22 August 2024.CORPORATE GOVERNANCE PRACTICE The Company is committed to principles of good corporate governance consistent with prudent management and enhancement of shareholder value which emphasise transparency accountability and independence.The Company has adopted the code provisions (“Code Provisions”) set out in the Corporate Governance Code (taking effect from 1 April 2012) (the “Code”) as set out in Appendix 14 to the Rules Governing The Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).During the year under review the Company met the Code Provisions in the Code except for the deviation from Code provision C.2.1 and Code provision F.2.2 as set out below.– 26 –CHAIRPERSON AND CHIEF EXECUTIVE OFFICER (“CEO”) During the year under review Dr. Tsang Yue Joyce (“Dr. Tsang”) was both the Chairperson and CEO of the Company. Code provision C.2.1 of the Code stipulates that the role of chairperson and chief executive should be separate and should not be performed by the same individual. After reviewing the management structure the Board is of the opinion that Board decisions are collective decisions of all Directors made by way of voting and not decisions of the Chairperson of the Board alone. Further there is a clear division of responsibilities between the management of the Board and the day-to-day management of the business of the Company which relies on the support of the senior management. As such the power of management of the Company is not concentrated in any one individual. The Board considers that the present structure will not impair the balance of power and authority between the Board and the senior management of the Group.CODE PROVISION F.2.2 Code Provision F.2.2 provides that the chairman of the board should attend the annual general meeting.Dr. Tsang Yue Joyce the Chairperson of the Board was absent from the Annual General Meeting of the Company held on 28 August 2023 due to personal reason.SCOPE OF WORK OF KPMG The financial figures in respect of the Group’s consolidated statement of financial position consolidated statement of profit or loss and consolidated statement of profit or loss and other comprehensive income and the related notes thereto for the year ended 31 March 2024 as set out in the preliminary announcement have been agreed by the Group’s auditor KPMG Certified Public Accountants to the amounts set out in the Group’s draft consolidated financial statements for the year. The work performed by KPMG in this respect did not constitute an audit review or other assurance engagement in accordance with Hong Kong Standards on Auditing Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently no assurance has been expressed by the auditor.– 27 –AUDIT COMMITTEE The composition of the Audit Committee is as follows: Independent Non-executive Director Ms. Liu Mei Ling Rhoda (Chairperson) Dr. Wong Man Hin Raymond Mr. Hong Po Kui Martin The Audit Committee has reviewed and approved the Group’s annual results for the year ended 31 March 2024 prior to their approval by the Board.PUBLICATION OF THE FINAL RESULTS AND ANNUAL REPORT This results announcement is published on the website of the Hong Kong Exchanges and Clearing Limited at www.hkex.com.hk under “Latest Listed Company Information” andon the website of the Company at www.modernhealthcaretech.com under “InvestorRelations – Statutory Announcements”. The Annual Report and the Notice of Annual General Meeting will be despatched to the shareholders on or about 26 July 2024 and will be available at the Stock Exchange’s and the Company’s websites at the same time.On behalf of the Board DR. TSANG YUE JOYCE Chairperson & Chief Executive Officer Hong Kong 28 June 2024 As at the date of this announcement the Board consists of three executive Directors Dr. Tsang Yue Joyce Mr. Yip Kai Wing and Ms. Yeung See Man and four independent non-executive Directors Ms. Liu Mei Ling Rhoda Dr. Wong Man Hin Raymond Mr. Hong Po Kui Martin and Mr. Lam Tak Leung MH JP.–28–