ANNOUNCEMENT OF ANNUAL CONSOLIDATED 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.(Incorporated in the Cayman Islands with limited liability) (Stock code: 1500) ANNOUNCEMENT OF ANNUAL CONSOLIDATED RESULTS FOR THE YEAR ENDED 31 MARCH 2024 ANNUAL CONSOLIDATED RESULTS The board of directors (the “Board”) of In Construction Holdings Limited (the “Company”) is pleased to present the annual consolidated results of the Company and its subsidiaries (collectively the “Group”) for the year ended 31 March 2024 together with the comparative figures for the year ended 31 March 2023 as follows: 1C O N S O L I D A T E D S T A T E M E N T O F P R O F I T O R L O S S A N D O T H E R COMPREHENSIVE INCOME For the year ended 31 March 2024 (Expressed in Hong Kong Dollars) 20242023 Note $’000 $’000 Revenue 3 383102 332351 Direct costs (376086) (327111) Gross profit 7016 5240 Other revenue 4 1061 2100 Administrative and other operating expenses (20642) (22312) Loss from operations (12565) (14972) Finance costs 5(a) (146) (352) Loss before taxation 5 (12711) (15324) Income tax 6 (144) (5) Loss and total comprehensive income for the year (12855) (15329) Loss per share (Hong Kong cents) Basic and diluted 7 (1.5) (1.8) 2CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 March 2024 (Expressed in Hong Kong Dollars) 20242023 Note $’000 $’000 Non-current assets Property plant and equipment 33 134 Lease receivables – 65 Deferred tax assets 241 226 274425 Current assets Contract assets 247602 170537 Inventories – raw materials 18399 2306 Lease receivables 65 5256 Trade and other receivables 8 50348 69491 Tax recoverable 11 13308 Cash and bank balances 78565 112049 394990372947 Current liabilities Trade and other payables 9 113892 80626 Lease liabilities 65 5246 Contract liabilities 6727 – Loan from a shareholder 13000 13000 13368498872 Net current assets 261306 274075 Total assets less current liabilities 261580 274500 320242023 Note $’000 $’000 Non-current liability Lease liabilities – 65 NET ASSETS 261580 274435 CAPITAL AND RESERVES Share capital 8300 8300 Reserves 253280 266135 TOTAL EQUITY 261580 274435 4Notes: 1. GENERAL INFORMATION AND BASIS OF PRESENTATION The Group is principally engaged as a contractor in the foundation industry in Hong Kong. The Company was incorporated in the Cayman Islands as an exempted company with limited liability on 29 September 2014 under the Companies Law Cap. 22 (Law 3 of 1961 as consolidated and revised) of the Cayman Islands.The Company’s shares were listed on The Stock Exchange of Hong Kong Limited (the “StockExchange”) on 16 April 2015 (the “Listing”).The annual results set out in this announcement do not constitute the Group’s 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 “Listing Rules”). 2. CHANGES IN ACCOUNTING POLICIES The HKICPA has issued certain amendments and guidance to HKFRSs that are first effective for the current accounting period of the Group.* HKFRS 17 Insurance contracts * Amendments to HKAS 8 Accounting policies changes in accounting estimates and errors: Definition of Accounting Estimates * 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 * HKICPA guidance on the accounting implications of the abolition of the Mandatory Provident Fund – Long Service Payment offsetting mechanism 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. 53. REVENUE AND SEGMENT INFORMATION Revenue represents revenue from construction contracts earned during the year.Segment information The chief operating decision-maker regards the Group’s business as a single operating segment and reviews financial statements accordingly. Also the Group only engages its business in Hong Kong.Therefore no segment information is presented. 4. OTHER REVENUE 20242023 $’000$’000 Bank interest income 587 509 Interest income from lease receivables 130 353 Sales of scrap materials 275 58 Government subsidies (note) – 1066 Others 69 114 10612100 Note: During the year ended 31 March 2023 the Group successfully applied for funding support from the Employment Support Scheme under the Anti-epidemic Fund set up by the Government of the Hong Kong Special Administrative Region (the “Government”). The purpose of the funding is to provide financial support to employers to retain their current employees or hire more employees when the business revives. Under the terms of the grant the Group is required to employ a sufficient number of employees with reference to its proposed employee headcounts in each subsidy month. 5. LOSS BEFORE TAXATION Loss before taxation is arrived at after charging/(crediting): 20242023 $’000$’000 (a) Finance costs Interest on lease liabilities 146 352 146352 620242023 $’000$’000 (b) Staff costs (including directors’ remuneration) Contributions to defined contribution retirement plans 785 766 Salaries wages and other benefits 32162 32736 3294733502 (c) Other items Depreciation 101 111 Lease payments relating to leases of low-value assets 40 40 Lease payments relating to short-term leases 1192 1192 Net foreign exchange loss 1421 1995 Provision for/(reversal of) impairment losses on trade and other receivables and contract assets 55 (81) Auditors’ remuneration – audit services 1080 1270 – other services 420 510 6. INCOME TAX Income tax in the consolidated statement of profit or loss and other comprehensive income represents: 20242023 $’000$’000 Current tax Provision for Hong Kong Profits Tax for the year 149 154 Under/(over)-provision in respect of prior years 10 (155) 159(1) Origination and reversal of temporary differences (15) 6 1445 Notes: (i) Pursuant to the rules and regulations of the Cayman Islands and the British Virgin Islands (“BVI”) the Group is not subject to any income tax in the Cayman Islands and the BVI. 7(ii) 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 the Company which is a qualifying corporation under the two-tiered Profits Tax rate regime.For the Company the first $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 2024 has also taken into account a reduction of 100% of the tax payable for the year of assessment 2023-24 subject to a maximum reduction of $3000 granted by the Government for each business (2023: a reduction of 100% of the tax payable for the year of assessment 2022-23 subject to a maximum reduction of $6000). 7. LOSS PER SHARE (a) Basic loss per share The calculation of basic loss per share is based on the loss attributable to equity shareholders of the Company of $12855000 (2023: loss of $15329000) and the weighted average of 830000000 shares in issue (2023: 830000000 shares). (b) Diluted loss per share There were no diluted potential shares in existence during the years ended 31 March 2024 and 2023. 8. TRADE AND OTHER RECEIVABLES 20242023 $’000$’000 Trade debtors net of loss allowance 23807 35596 Deposits prepayments and other receivables (Notes (i) and (ii)) 7102 8030 Retentions receivable net of loss allowance (Note (iii)) 19439 25863 Amounts due from shareholders (Note (iv)) – 2 5034869491 Notes: (i) As at 31 March 2024 except for the balance of $3613000 (2023: $75000) which was expected to be recovered or recognised as expense after one year all of the remaining balances were expected to be recovered or recognised as expense within one year.(ii) As at 31 March 2024 deposits of $5158000 (2023: $1330000) were pledged to secure the issuance of performance bonds.(iii) As at 31 March 2024 and 2023 all the retentions receivable were expected to be recovered within one year.(iv) The amounts due from shareholders at 31 March 2023 were unsecured interest-free and recovered during the year. 8(a) Ageing analysis Included in trade and other receivables are trade debtors based on the invoice date (net of loss allowance) with the following ageing analysis at the end of the reporting period: 20242023 $’000$’000 Within 1 month 14223 31414 Over 1 month but within 2 months 8757 1685 Over 2 months but within 3 months 827 – Over 3 months – 2497 2380735596 Trade debtors are normally due within 30-90 days from the date of billing. 9. TRADE AND OTHER PAYABLES 20242023 $’000$’000 Trade creditors 59884 52236 Provision for construction works (Note (i)) 19395 10498 Other payables and accruals 34613 17892 11389280626 Note (i) Provision for construction works $’000 At 1 April 2023 10498 Additional provisions made 9172 Provision utilised (275) At 31 March 2024 19395 9(a) Ageing analysis Included in trade and other payables are trade creditors based on the invoice date with the following ageing analysis at the end of the reporting period: 20242023 $’000$’000 Within 1 month 3049 17754 Over 1 month but within 2 months 49612 19827 Over 2 months but within 3 months 2010 10841 Over 3 months 5213 3814 5988452236 10. DIVIDENDS (i) Dividends payable to equity shareholders of the Company attributable to the previous financial year approved and paid during the year 20242023 $’000$’000 Final dividend in respect of the previous financial year approved and paid during the year of nil cents (2023: 3 cent) per share – 24900 The Board of directors has resolved not to declare any final dividend for the year ended 31 March 2024 (2023: nil). 11. CONTINGENT LIABILITIES As at 31 March 2024 the Group had contingent liabilities in respect of performance bonds to guarantee for the due and proper performance of the obligations undertaken by the Group’s subsidiary for projects amounting to $112229000 (2023: $60955000) in its ordinary course of business. The performance bonds are expected to be released in accordance with the terms of the respective construction contracts. 10MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS AND FINANCIAL REVIEW The Group is principally engaged as a contractor in the foundation industry in Hong Kong undertaking foundation works as well as associated works including demolition works site formation works ground investigation field works and general building works for local customers.Business Review The Group has been engaged to undertake foundation and associated works in the private sector construction projects in Hong Kong with an emphasis on design and build projects and undertaking the role as a main contractor.The Group places emphasis on design and build projects because of the flexibility and capability in coming up with foundation design plan that suits i ts customers’ requirements and the site conditions. During the Financial Year 2023/24 the Group has successfully carried out construction works with alternative design which not onlycomplies with the technical requirements but also be more cost efficient for “design andbuild” contracts.During the Financial Year 2023/24 three new projects with an aggregate contract value of HK$700.5 million were awarded to the Group. Four projects were completed during the year. As at 31 March 2024 six projects with the outstanding contract sum of HK$691.1 million were all in progress.Status as at Year of award/project Type of contract 31 March 2024 Year 2019-2020 Hok Yuen Street Design and build Completed Year 2020-2021 Wo Shang Wai Monitoring and maintenance Work in progress Des Voeux Road Central Design and build Work in progress Year 2021-2022 State Theatre Build only Completed China Recreation Club Design and build Completed Year 2022-2023 Boardcast Drive Design and build Completed Robinson Road 27D-F Design and build Work in progress Year 2023-2024 Robinson Road 105 Design and build Work in progress Tai Po Kau 234 Design and build Work in progress Coombe Road 38 Design and build Work in progress 11Financial Review During the Financial Year 2023/24 there were 11 projects contributing revenue and gross profit of approximately HK$383.1 million and HK$7.0 million respectively whereas revenue and gross profit for the Financial Year 2022/23 of HK$332.4 million and HK$5.2 million respectively were contributed by 13 projects. Top five projects contributed revenue amounted to HK$306.8 million (2023: HK$316.2 million) in which the top project contributed 22.5% of the total revenue.The Group recorded an increase in contract revenue for the year ended 31 March 2024 by approximately HK$50.7 million as compared with that of the corresponding year in 2023. Gross profit increased by approximately HK$1.8 million to approximately HK$7.0 million for the current year from approximately HK$5.2 million for the corresponding year in 2023. Gross profit margin increased to 1.8% for the current year from 1.6% for the corresponding year in 2023. Such increase was primarily attributable to among other factors realisation of profit upon completion of projects during the year.Administrative and other operating expenses decreased by approximately HK$1.7 million to approximately HK$20.6 million compared with approximately HK$22.3 million for the Financial Year 2022/23 which was mainly due to decrease in salaries and foreign exchange loss arising from bank deposits denominated in Renminbi.As a result loss for the Financial Year 2023/24 was HK$12.9 million whereas loss for the last financial year was HK$15.3 million.LIQUIDITY FINANCIAL RESOURCES AND CAPITAL STRUCTURE As at 31 March 20242023 Current ratio 3.0 3.8 Gearing ratio1 5.0% 6.7% Note: 1. Gearing ratio is calculated based on debts including lease liabilities and shareholder’s loan divided by the total equity as at the reporting dates.Gearing ratio decreased by 1.7 percentage point as at 31 March 2024 as compared to that as at 31 March 2023 was mainly due to repayment of HK$5.2 million lease liabilities during the year ended 31 March 2024. 12As at 31 March 2024 the Group had cash and bank balances of HK$78.6 million (2023: HK$112.0 million) of which HK$43.9 million (2023: HK$43.6 million) were restricted bank balances. Such restricted bank balances were held for the purpose of the issuance of surety bonds for our projects and requirement of our general banking facilities. As at 31 March 2024 the Group had no bank overdrafts (2023: Nil). The capital structure of the Group consisted of equity of HK$261.6 million with HK$13.1 million debts as at 31 March 2024.The Group adopts a prudent approach in cash management. Apart from certain debts including lease liabilities and shareholder’s loan the Group did not have any material outstanding debts as at 31 March 2024. Payment to settle trade payable represented the significant part of the cash outflow of the Group. Taking into account the light debt leverage the Group is able to generate cash and meet upcoming cash requirements. In any case the Group may utilise its banking facilities of HK$190.0 million of which the unutilised and unrestricted banking facilities amounted to approximately HK$100.2 million.EMPLOYEES The Group had 48 full-time employees as at 31 March 2024 (2023: 53). The Group offers a competitive remuneration package that is based on the overall market rates and employee performance as well as the performance of the Group. The remuneration package comprised of salary a performance-based bonus and other benefits including training and mandatory provident funds.CAPITAL COMMITMENTS The Group had no capital commitments as at 31 March 2024 (2023: Nil).CONTINGENT LIABILITIES Save as disclosed in note 11 to the this announcement the Group had no other contingent liabilities as at 31 March 2024.SIGNIFICANT INVESTMENTS HELD MATERIAL ACQUISITIONS OR DISPOSALS OF SUBSIDIARIES AND AFFILIATED COMPANIES AND PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS There were no significant investments held material acquisitions or disposals of subsidiaries and affiliated companies during the Financial Year 2023/24. There is no other plan for material investments or capital assets as at 31 March 2024. 13FUTURE PROSPECTS Taking into account the Government of the Hong Kong Special Administrative Region’s policy in increasing land supply and commitment to infrastructure investments the Group expects a rebound in the foundation industry in the medium run. Despite the vigorous competition in the Hong Kong construction industry the Board is confident with the Group’s future development in its net profit and scale of operations due to its long established reputation the listing platform and healthy financial position. To maintain its competitive edge the Group will continue to adhere to its business strategy by expanding our capacity to capture more business opportunities reinforcing its capability in foundation design and project management skills and offering qualitative and flexible solution to its customers.DIVIDENDS The Board has resolved not to declare a final dividend for the Financial Year 2023/24.CLOSURE OF REGISTER OF MEMBERS In order to establish entitlements to attend and vote at the 2023/2024 AGM the register of members of the Company will be closed from Tuesday 3 September 2024 to Friday 6 September 2024 both days inclusive during which period no transfer of shares of the Company will be registered. Shareholders of the Company are reminded to ensure that all completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar (Branch Share Registrar) in Hong Kong Tricor Investor Services Limited at 17th Floor Far East Finance Centre No. 16 Harcourt Road Hong Kong not later than 4:30 p.m. on Monday 2 September 2024.PURCHASE SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES Neither the Company nor its subsidiaries had purchased sold or redeemed any of the Company’s listed securities during the year.EVENTS AFTER THE REPORTING PERIOD The Board is not aware of any significant event requiring disclosure that has taken place subsequent to 31 March 2024 and up to the date of this announcement.CORPORATE GOVERNANCE The Company recognises the importance of corporate transparency and accountability.The Company is committed in achieving a high standard of corporate governance and leading the Group to attain better results and improve its corporate image with effective corporate governance procedures. 14Since Listing the Board is of the opinion that the Company had applied and complied with the code provisions as set out in the Corporate Governance Code (the “Code”) contained in Appendix C1 to the Listing Rules except for the deviation from provision C.2.1 of the Code which is explained below: According to provision C.2.1 of the Code the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. Mr. LAU Pak Man is the Chairman and Chief Executive Officer responsible for overall strategic development project management and client management of the Group. The Board believes that vesting the roles of both Chairman and Chief Executive Officer in Mr. LAU Pak Man has the benefit of ensuring consistent and continuous planning and execution of the Company’s strategies. The Board considers that the balance of power and authority accountability and independent decision-making under the present arrangement will not be impaired in light of the diverse background and experience of the independent non-executive Directors and the composition of the Board which comprises equal number of independent non-executive Directors and executive Directors also provides added independence to the Board. Further the audit committee of the Company (the “Audit Committee”) composed exclusively of independent non-executive Directors has free and direct access to the Company’s external auditors and independent professional advisers when it considers necessary.AUDIT COMMITTEE REVIEW The Audit Committee consists of three independent non-executive Directors and has reviewed the Group’s consolidated financial statements for the year ended 31 March 2024. COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers contained in Appendix C3 to the Listing Rules as its own code of conduct of dealings in securities of the Company by Directors (the “Model Code”). Upon specific enquiries of all the Directors each of them confirmed that they have complied with the required standards set out in the Model Code during the year.SCOPE OF WORK OF AUDITORS The figures in respect of the Group’s consolidated statement of financial position 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 assurance engagement and consequently no opinion or assurance conclusion has been expressed by KPMG on the preliminary announcement. 15P U B L I C A T I O N O F A N N U A L R E S U L T S A N N U A L R E P O R T A N D ENVIRONMENTAL SOCIAL AND GOVERNANCE REPORT This results announcement is published on the Company’s website at www.inconstruction.hk and the Stock Exchange’s website at www.hkexnews.hk. The 2023/2024 Annual Report and 2023/2024 Environmental Social and Governance Report will be despatched to shareholders upon request and will also be published on the websites of both the Stock Exchange and the Company in due course.APPRECIATION The Board would like to express its sincere gratitude to the management of the Group and all the staff for their hard work and dedication as well as its shareholders business associates and other professional parties for their support throughout the year.By order of the Board In Construction Holdings Limited LAU Pak Man Chairman Hong Kong 21 June 2024 As at the date of this announcement the Board comprises Mr. LAU Pak Man Mr. CHENG Wing Cheong and Ms. KWAN Kit Sum Kit as executive Directors; Mr. LEUNG Chi Kin Mr. LAM Chi Hung Louis and Ms. Mok Kam Sheung as independent non-executive Directors. 16